TCR_Public/070911.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, September 11, 2007, Vol. 11, No. 215

                             Headlines

ACE MORTGAGE: Fitch Cuts Ratings on Two Cert. Classes to B-
ACE SECURITIES: Fitch Lowers Ratings on $351.2 Mil. Certificates
ACE SECURITIES: Fitch Holds Ratings on $120.1 Million Certificates
ADVANCED COMMUNICATIONS: Completes Acquisition of Vance Baldwin
AFFILIATED COMPUTER: Renews $19MM Services Contract with Boston

AGY HOLDING: Buying Owens Corning's CFM & SC Production Assets
ALLEGHENY ENERGY: Good Performance Cues Moody’s to Upgrade Ratings
ALLIANCE LAUNDRY: Seeks Lenders' Waivers on Delayed Filings
ALLIANCE LAUNDRY: S&P Junks Corporate Credit Rating
AMP'D MOBILE: Wants to Sell Equipment to Great American Group

AMP'D MOBILE: Asks Court to Fix Nov. 29 as Claims Filing Deadline
AMP'D MOBILE: Seeks Court Nod to Amend Pinnacle & Vengroff Pacts
ARROW ELECTRONICS: Closes Centia & AKS Acqusition for $32 Mil.
ASSET BACKED: Fitch Junks Rating on Class M7 Certificates
BALLANTYNE RE: Fitch Lowers Rating on $50 Million Notes to BB+

BASIC MORTGAGE: Fitch Cuts Rating on $9.44 Million Certificates
BASIS YIELD: Court Extends Injunction Until Nov. 19
BEAR STEARNS: S&P Affirms B- Rating on Class P Certificates
BEAZER HOMES: Receives Notices of Default on Delayed Filings
BERING CDO: Fitch Affirms BB Rating on $4 Million Class C Notes

BOISE CASCADE: Sells Three Segments to Aldabra for $1.625 Billion
BOISE CASCADE: Aldabra Deal Prompts S&P's Developing Watch
BUCKO CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
C-BASS: Fitch Lowers Rating on 2002-CB1 Class B-2 Certs. to B-
C-BASS: Fitch Lowers Ratings on $10.5 Million Certificates

CALPINE CORP: Settles Claims With Certain Unsecured Noteholders
CARRINGTON MORTGAGE: Fitch Affirms Ratings on $4.4 Billion Certs.
CATHOLIC CHURCH: Davenport Paper Says Lawyers Crippling Church
CATHOLIC CHURCH: San Diego Settles 144 Sex-Abuse Suits for $198MM
CATHOLIC CHURCH: San Diego Wants Chapter 11 Case Dismissed

CATHOLIC CHURCH: Spokane Settlement Conference Set for Sept. 20
CENTEX HOME: Fitch Holds Ratings on $873.5 Million Certificates
CENTRIX FINANCIAL: U.S. Trustee Withdraws Plea for Case Conversion
CITIGROUP COMMERCIAL: Credit Enhancement Cues S&P to Hold Ratings
CLEARANT INC: Posts $848,000 Net Loss in Quarter Ended June 30

CLINICAL DATA: Releases Results on Phase III Study of Vilazodone
COATES INT'L: June 30 Balance Sheet Upside-Down by $2.3 Million
CONEXANT SYSTEMS: Appoints Karen Roscher as Senior VP and CFO
CONSECO INC: Sub-Par Earnings Cues Moody's to Change Outlook
COUNTRYWIDE FINANCIAL: To Reduce Workforce by 20%

COUNTRYWIDE MORTGAGE: Fitch Cuts Rating on $544.8 Million Certs.
COUNTRYWIDE HOME: Fitch Lowers Ratings on Three Classes to B
COUNTRYWIDE MORTGAGE: Fitch Cuts Rating on $544.8 Million Certs.
CREDIT SUISSE: Fitch Takes Rating Actions on Various Classes
CREDIT SUISSE: Fitch Lowers Rating 2001-HE8 Class B Certificates

CREDIT SUISSE: Fitch Lowers Ratings on $226.4 Million Certificates
DAVI & VALENTI: Voluntary Chapter 11 Case Summary
DEED AND NOTE: Voluntary Chapter 11 Case Summary
DELPHI CORP: Discloses Treatment of Claims Under Chapter 11 Plan
DELPHI CORP: Says Disclosure Statement is Adequate

DELTA AIR: Comair Creditors Want to Conduct Rule 2004 Exam
EASTMAN KODAK: Extends Five-Year Market Deal with Lexar Media
ECO2 PLASTICS: June 30 Balance Sheet Upside-Down by $5.3 Million
ELCOM INTERNATIONAL: Engages Malone & Bailey as Accountant
EMPIRE BEEF: Case Summary & 20 Largest Unsecured Creditors

FIRST DATA: KKR Okays Covenant on $24 Billion Debt, WSJ Says
FIRST MAGNUS: Court Denies $15,000,000 DIP Pact w/ Wells Fargo
FIRST MAGNUS: Access to Well Fargo's Cash Collateral Unconfirmed
FIRST MAGNUS: Committee Balks at WNS' Membership Request
FREMONT HOME: Fitch Cuts Ratings on $330 Million Certificates

FREMONT HOME: Fitch Cuts Ratings on $38.1 Million Certificates
GENERAL MOTORS: Crossover Units Lure Drivers from Asian Cars
GENERAL MOTORS: Inks MOU with Isuzu Motors for Comm'l Car Deal
GLIMCHER REALTY: Board Declares $0.48 per Share Cash Dividend
GS MORTGAGE: Fitch Lowers Ratings on $547.4 Million Certificates

GUESS? INC: Earns $37.5 Million in Second Quarter Ended August 4
HARMONY: S&P Holds Bond's B Rating and Revises Outlook to Stable
HOMEBANC CORP: Gets Interim Okay to Use Lenders' Cash Collateral
HOMEBANC CORP: $8,500,000 JPMorgan DIP Facility Gets Interim OK
HOMESTAR MORTGAGE: Moody's Puts Ratings on 9 Certs. Under Review

HORIZON PAINTING: Case Summary & 16 Largest Unsecured Creditors
ICONIX BRAND: Inks Pact to Buy Official Pillowtex for $231 Million
INTERSTATE BAKERIES: Teamsters Break Off Negotiations
INTERSTATE BAKERIES: Disappointed Over IBT Suspended Talks
IWT TESORO: Case Summary & 30 Largest Unsecured Creditors

J. CREW: Earns $20.6 Million in Quarter Ended August 4
KELLWOOD COMPANY: Reduces Women's Sportswear Operating Divisions
LENNOX INTERNATIONAL: To Close Calif. Hearth Products Operations
LLOYD BAIN: Voluntary Chapter 11 Case Summary
MCDONALD TECH: Moody's Places Corporate Family Rating at B3

MOUNTAINEER GAS: Fitch Affirms BB- Issuer Default Rating
NAVISTAR INTERNATIONAL: Filing Delay Prompt S&P to Hold Neg. Watch
NEW CENTURY: Fitch Lowers Ratings on $179.7 Million Certificates
NEW CENTURY: Fitch Lowers Rating on Class M-6 Certificates to B
NOMURA MORTGAGE: Fitch Holds Ratings on $974.93 Million Certs.

OGLEBAY NORTON: Shareholders Okay Harbinger's Purchase Offer
OPTION ONE: Fitch Cuts Ratings on 12 Certificate Classes
OUR LADY OF MERCY: Wants Exclusive Plan Filing Period Extended
PACIFIC SEACRAFT: Assets Up for Public Sale on September 18
PATIENT PORTAL: Posts $182,881 Net Loss in Quarter Ended June 30

PLAINS EXPLORATION: Earns $25.3 Million in 2007 Second Quarter
PLAINS EXPLORATION: Shareholder Opposes Pogo Acquisition
PPT ASSET-BACKED: Fitch Downgrades Ratings on Two Cert. Classes
PRIME MEASUREMENT: Disclosure Statement Filing Deadline is Oct. 1
RADNOR HOLDINGS: Wants Solicitation Period Extended to Jan. 14

RESIDENTIAL ASSET: Fitch Lowers Ratings on Six Cert. Classes
RYERSON INC: Waiting Period for Platinum Unit Merger Expires
SACO: Fitch Downgrades Ratings on $422.9 Million Certificates
SANTA FE MINERALS: Files Chapter 11 Liquidation Plan in Delaware
SCOTT KAHLER: Case Summary & Two Largest Unsecured Creditors

SEMINOLE TRIBE: Moody's Reviews Ba1 Rating and May Upgrade
SIENA TECHNOLOGIES: Gets Contracts Worth $1.4 Million
SOLOMON DWEK: Case Summary & 212 Largest Unsecured Creditors
SOS REALTY: Court Sets Case Conversion Hearing on September 17
SPECIALTY UNDERWRITING: Fitch Puts Junk Ratings on Three Certs.

SPHERIS INC: Moody's Changes Outlook from Negative to Stable
STARWOOD HOTELS: Moody's Puts Subordinated Ratings at (P)Ba1
STRUCTURED ASSET: Fitch Lowers Ratings on $634.2 Million Certs.
STRUCTURED ASSET: Fitch Cuts Ratings on $557.6 Mil. Certificates
SUB SURFACE: Names Robert Brehm as Interim President and CEO

TAUBMAN CENTERS: Paying $0.375/Share Dividend on October 22
TERWIN MORTGAGE: Fitch Cuts Rating $120.9 Million Certificates
THORNBURG MORTGAGE: Reclassifies 23 Mil. Shares as Pref. Stock
TXU CORP: Shareholders Approve Merger Pact with Texas Energy
UNITED AGRI: $150 Million Loan Add-On Cues Moody's Ba3 Rating

UNIVERSAL MAP: Case Summary & 20 Largest Unsecured Creditors
WHX CORP: June 30 Balance Sheet Upside-Down by $67.1 Million
WICKES INC: File Amended Joint Chapter 11 Plan of Reorganization
XENONICS HOLDINGS: Posts $2.0 Mil. Net Loss in Qtr. Ended June 30

* Moody's Takes Rating Actions on Certificates Backed by Fremont
* Sheldon Bradshaw Joins Hunton & Williams as Partner
* Proskauer Rose Expands Private Equity Practice in London

* Large Companies with Insolvent Balance Sheets

                             *********

ACE MORTGAGE: Fitch Cuts Ratings on Two Cert. Classes to B-
-----------------------------------------------------------
Fitch Ratings has taken rating actions on the ACE mortgage pass-
through certificates:

Series 2002-HE2

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

The collateral in the aforementioned transaction consists of
fixed- and adjustable-rate, one- to four-family, residential first
lien loans.  The majority of the collateral was originated by
Wells Fargo Home Mortgage, Encore Credit Corporation, and Homestar
Mortgage Services.  The master servicer is Wells Fargo Home
Mortgage, Inc. (rated 'RPS1' by Fitch).

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect approximately
$37.7 million in outstanding certificates.  The downgrades reflect
deterioration in the relationship between CE and expected losses,
and affect approximately $2.94 million in outstanding
certificates.

Over the past year, the overcollateralization amount has been off
its target for all months, and the losses have exceeded respective
excess spread amounts for eight months.  OC is currently at 4.33%.  
The 60+ delinquency amount (includes Real Estate Owned,
Foreclosure, and Bankruptcy) is approximately 19.91%, and the
losses to date are approximately 1.63%.

All of the information is reflective of the July 2007 remittance
period.


ACE SECURITIES: Fitch Lowers Ratings on $351.2 Mil. Certificates
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on ACE Securities
Corporation asset backed pass-through certificates.  Downgrades
total $351.2 million.  Break Loss percentages and Loss Coverage
Ratios for each class, rated 'B' or higher, are included with the
rating actions as:

ACE 2006-SL2

  -- $202.3 million class A downgraded to 'BBB-' from 'AAA'
     (BL: 54.33, LCR: 1.13);

  -- $30.9 million class M-1 downgraded to 'BB' from 'AA+' (BL:
     45.74, LCR: 0.95);

  -- $27.2 million class M-2A, M-2B downgraded to 'B' from 'AA'
     (BL: 38.25, LCR: 0.8);

  -- $13.2 million class M-3 downgraded to 'C/DR6' from 'AA-';

  -- $11.8 million class M-4 downgraded to 'C/DR6' from 'A+';

  -- $12.6 million class M-5 downgraded to 'C/DR6' from 'A';

  -- $12.1 million class M-6A, M-6B downgraded to 'C/DR6' from
     'A-';

  -- $11.8 million class M-7 downgraded to 'C/DR6' from 'BBB+';

  -- $11 million class M-8 downgraded to 'C/DR6' from 'BB';

  -- $8.9 million class M-9A, M-9B downgraded to 'C/DR6' from
     'BB-';

  -- $9.4 million class B-1 downgraded to 'C/DR6' from 'B+'.

Deal Summary

  -- Originators: Long Beach Mortgage Co. (60.17%)
  -- 60+ day Delinquency: 20.46%;
  -- Realized Losses to date (% of Original Balance): 7.62%;
  -- Expected Remaining Losses (% of Current Balance): 47.96%;
  -- Cumulative Expected Losses (% of Original Balance):
     39.99%.

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

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.


ACE SECURITIES: Fitch Holds Ratings on $120.1 Million Certificates
------------------------------------------------------------------
Fitch Ratings affirms these Ace Securities Corporation mortgage
pass-through certificates.  Affirmations total $120.1 million.
Break Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

Ace 2005-RM1

  -- $24.2 million class M-1 at 'AA+' (BL: 37.58, LCR: 4.43);
  -- $20.7 million class M-2 at 'AA' (BL: 31.13, LCR: 3.67);
  -- $12.5 million class M-3 at 'AA-' (BL: 27.92, LCR: 3.29);
  -- $11.6 million class M-4 at 'A+' (BL: 24.93, LCR: 2.94);
  -- $10 million class M-5 at 'A' (BL: 22.31, LCR: 2.63);
  -- $10 million class M-6 at 'A-' (BL: 19.63, LCR: 2.31);
  -- $9 million class M-7 at 'BBB+' (BL: 17.16, LCR: 2.02);
  -- $6.9 million class M-8 at 'BBB' (BL: 15.26, LCR: 1.80);
  -- $6.2 million class M-9 at 'BBB' (BL: 13.47, LCR: 1.59);
  -- $4.7 million class B-1 at 'BB+' (BL: 11.67, LCR: 1.38);
  -- $3.8 million class B-2 at 'BB' (BL: 9.48, LCR: 1.12).

Summary

  -- Originators: Resmae (100%);
  -- 60+ day Delinquency: 20.91%;
  -- Realized Losses to date (% of Original Balance): 1.00%;
  -- Expected Remaining Losses (% of Current Balance): 8.48%;
  -- Cumulative Expected Losses (% of Original Balance): 2.70%.


ADVANCED COMMUNICATIONS: Completes Acquisition of Vance Baldwin
---------------------------------------------------------------
Advanced Communications Technologies Inc. has completed its
acquisition of privately held Vance Baldwin Electronics.  The
company acquired all of the outstanding equity interests in Vance
Baldwin in exchange for consideration consisting of cash, a
convertible promissory note and an equity interest in the company
in the form of shares of the company’s newly designated Series D
Convertible Preferred Stock.

In addition, certain other members of the Vance Baldwin management
group received an equity interest in the company in the form of
Series D Convertible Preferred Stock.

To finance the acquisition, related transaction costs, repayment
of outstanding debts and to provide additional working capital,
the company raised $30 million of capital from its sale of Series
C Convertible Preferred Stock to institutional investors,
principally to an affiliate of H.I.G. Capital LLC, and the
issuance of senior and subordinated debt to a syndicate arranged
by Sankaty Advisors LLC, a leading private manager of fixed income
and credit instruments.

In connection with the recapitalization, the company issued a
total of 8,412 shares of its newly designated Series A-2 Preferred
Stock in exchange for all of its previously outstanding shares of
Series A, Series B and Series A-1 Preferred Stock.  The Series A-2
Preferred Stock will automatically convert to common stock when
the company authorizes sufficient shares of common stock.

Through Cyber-Test Inc., its operating subsidiary acquired in May
2004, the company has until this time participated only in the
repair, refurbishment and advanced exchange segment of the reverse
logistics industry.  Cyber-Test, as well as other service
providers purchases replacement parts used in repairing equipment
from parts distributors such as Vance Baldwin.  The company
believes that Vance Baldwin will have the opportunity to source
repair work to Cyber-Test that it does not have the expertise to
perform itself.  In terms of sales revenue, the size of the
replacement parts market is substantially greater than the market
served by Cyber-Test.  

Wayne Danson, Advanced Communications' president and chief
executive officer, commented, "We are very excited about this
transaction as it has been a long-time in the making.  Purchasing
Vance Baldwin and having a long term partner in H.I.G. Capital LLC
represents a significant and positive move forward in the
company's operational and financial transformation.  With the
acquisition of the second largest parts distribution enterprise in
the consumer electronics market, the company will now be expanding
beyond its core repair business and, based on Vance Baldwin’s
historical performance, increasing its revenue run rate by almost
six fold.  We believe this is a major step forward in executing
our strategy to be a vertically integrated full service provider
in the reverse logistics segment of the consumer electronics
industry."

"I have seen the industry change over the past several decades and
believe that this strategic combination is right for both
companies" said Fred Baldwin, chief executive officer of Vance
Baldwin.  "I am pleased to be a part of the Advanced
Communications group."  Robert Coolidge, Vance Baldwin’s
president, said "I am looking forward to the new opportunities
that this transaction affords to what has been a family owned
business for over 50 years."

John Black, a managing director of H.I.G. Capital LLC, commented,
"We have extensive experience in the reverse logistics industry.  
We believe the consumer electronics industry is eager for a
national repair solution that also has the ability to manage parts
logistics on behalf of retailers, manufacturers and third-party
administrators.  We commend Advanced Communications' vision to
broaden their traditional model of repair services to include
parts logistics management and look forward to working with the
company as they build out their national services network."

For the year ended Dec. 31, 2006, Vance Baldwin recorded sales
revenue of $48.7 million.

Janney Montgomery Scott acted as financial advisor and placement
agent for the company in connection with this transaction.

                       About Vance Baldwin  

Vance Baldwin Electronics -- http://www.vancebaldwin.com/--  
distributes original replacement parts for over 70 different
manufacturers and remains to be one of the largest suppliers of
such parts in the nation.  Today, the company distributes parts
for products ranging from consumer electronics, computers and
appliances to imaging equipment such as printers and faxes, as
well as industrial items, to a variety of channels which include
national retailers, third-party extended warranty providers,
independent regional retailers and independent electronic
equipment repair companies.

                       About H.I.G. Capital

H.I.G. Capital LLC -- http://www.higcapital.com-- is a global  
private equity investment firm with more than $4 billion of equity
capital under management.  Based in Miami, and with offices in
Atlanta, Boston, and San Francisco in the U.S., as well as
affiliate offices in London, Paris and Hamburg in Europe, H.I.G.
specializes in providing capital to small and medium-sized
companies with attractive growth potential.   

                  About Advanced Communications

Based in New York, Advanced Communications Technologies Inc.
(OTC BB: ADVC.OB) -- http://www.advancedcomtech.net/--     
specializes in the technology after-market service and supply
chain, known as reverse logistics.  Its principal operating unit,
Encompass Group Affiliates, acquires businesses that provide
computer and electronic repair services, parts distribution and
end-of-lifecycle services.  Encompass owns Cyber-Test, an
electronic equipment repair company that provides repair and
reverse logistics services to third-party warranty companies that
service OEMs, national retailers and national office equipment
dealers.  Cyber-Test's services include advance exchange, depot
repair, call center support, parts and warranty management, repair
of fax machines, printers, scanners, laptops, monitors and multi-
function units, including PDAs and digital cameras.

At March 31, 2007, Advanced Communications Technologies Inc.'s
balance sheet showed total assets of $5.7 million and total
liabilities of $7.3 million, resulting in a $1.6 million total
stockholders' deficit.

                      Going Concern Doubt

Berenson LLP in New York raised substantial doubt about Advanced
Communications Technologies Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
fiscal year ended June 30, 2006.  The auditing firm pointed to the
company's net loss and working capital deficiency.


AFFILIATED COMPUTER: Renews $19MM Services Contract with Boston
---------------------------------------------------------------
Affiliated Computer Services Inc. has been awarded a contract
renewal by the City of Boston to provide full-service parking
ticket collections, booting and towing, and fleet management
services.  Affiliated Computer has served the city since 1981.
The contract has a length of up to three years and a total value
of $19 million, including two one-year renewal options, and was
reflected in Affiliated Computer' fourth quarter fiscal year 2007
results.

"Affiliated Computer has worked closely with Boston over the years
to help keep pace with the changing traffic demands of
such a vital city," said Michael Huerta, Affiliated Computer
managing director, Transportation Solutions.  "As a national
provider of parking services to major cities, Affiliated Computer
is uniquely equipped to provide the services Boston
needs in the future."

Services provided include parking violation processing, notice
generation and mailing, adjudication and appeals scheduling,
document imaging and correspondence management, training, and help
desk support.

In addition to Boston, Affiliated Computer has parking contracts
with Cleveland, Dallas, Denver, Detroit, Los Angeles, New Orleans,
Philadelphia, St. Louis, San Francisco, and Washington, D.C.

                 About Affiliated Computer

Affiliated Computer Services Inc. (NYSE: ACS) --
http://www.AffiliatedComputer-inc.com/ -- provides business  
process outsourcing and information technology solutions to world-
class commercial and government clients.  The company has
more than 58,000 employees supporting client operations in nearly
100 countries.  The company has global operations in
Brazil, China, Dominican Republic, India, Guatemala, Ireland,
Philippines, Poland, and Singapore.

                          *     *     *

Affiliated Computer Services currently carries Fitch Ratings' BB
Issuer Default Rating.


AGY HOLDING: Buying Owens Corning's CFM & SC Production Assets
--------------------------------------------------------------
AGY Holding Corporation has signed a definitive agreement to
purchase Continuous Filament Mat business in Huntingdon, Anderson,
well as related marble production assets in Anderson, South
Carolina, from Owens Corning.  Terms were not disclosed.
    
The divestiture is subject to regulatory approval, and is expected
to close during the fourth quarter of this year.

                       About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--  
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The company filed for chapter 11 protection on Oct. 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants and wass represented by
Edmund M. Emrich, Esq., at Kaye Scholer LLP.  On Sept. 28, 2006,
the Honorable John P. Fullam, Sr., of the U.S. District Court for
the Eastern District of Pennsylvania affirmed the order of
Honorable Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware confirming Owens Corning's Sixth Amended Plan
of Reorganization.  The Plan took effect on Oct. 31, 2006, marking
the company's emergence from Chapter 11.

                       About AGY Holding

Headquartered in Aiken, South Carolina, AGY Holding Corporation --
http://www.agy.com/-- manufactures materials used in automotive,  
construction, defense, electronics, aerospace, marine,
andrecreation markets.  AGY has a European office in Lyon, France,
and manufacturing 0facilities in Aiken, South carolina and
Huntingdon, Pennsylvania.

                         *     *     *

At March 2006, Moody's Investor Services placed AGY Holding
Corporation's senior secured debt and long term corporate family
rating at "B2".  These ratings hold to this date.


ALLEGHENY ENERGY: Good Performance Cues Moody’s to Upgrade Ratings
------------------------------------------------------------------
Moody's Investors Service upgraded the long-term ratings of
Allegheny Energy Inc. (senior unsecured bank facility to Ba1 from
Ba2) and its generation subsidiaries, Allegheny Energy Supply
Corporation LLC (senior unsecured to Ba1 from Ba3) and Allegheny
Generation Company (senior unsecured to Baa3 from Ba3), concluding
a review for possible upgrade that commenced on Aug. 8, 2007.  The
rating outlook for AYE, AYE Supply and AGC is stable.

Moody's also upgraded the AYE's Corporate Family Rating to Baa3
from Ba2 and AYE Supply's Corporate Family Rating to Baa3 from
Ba2.  Moody's intends to withdraw the Corporate Family Rating of
both AYE and AYE Supply as the Corporate Family Rating is only
used for speculative grade issuers.  Additionally, Moody's has
withdrawn the Speculative Grade Liquidity rating for AYE, the
Probability of Default Rating for AYE and AYE Supply, and all loss
given default assessments associated with both issuers.

The rating upgrade at AYE and at AYE Supply reflects the continued
improvement in financial performance due to the combined effect of
permanent debt reductions following the completion of several
prominent asset sales, better operating performance throughout the
AYE system, and improved margins due to higher wholesale prices
for electricity.  For 2006 and twelve months ending June 30, 2007,
AYE's consolidated cash flow to adjusted debt about 20% and
consolidated cash flow coverage of interest expense was 4x.

Similarly, at AYE Supply, which is the principal driver for AYE's
earnings and cash flow improvement, the ratio of consolidated cash
flow to adjusted debt was 17% and 20%, respectively, for 2006 and
12 months ending June 30, 2007, while AYE Supply's cash flow
coverage of interest expense was 3.3x and 4x for the same 12 month
periods, respectively.

Importantly, Moody's anticipates that financial results for 2007
and 2008 are likely to exceed these levels due principally to
higher regional power prices, including those associated with the
AYE's provider of last resort obligation at utility affiliates.  

Moody's estimates that through the end of 2010 at least 70% of the
company's operating margin has been hedged through regulatory
arrangements, POLR obligations, or forward market contracts, all
of which suggests a relatively high probability of financial
metric improvement from 2006 and June 30, 2007 levels.

The rating upgrades also consider the sizeable capital expenditure
program being implemented throughout the AYE system, principally
for environmentally related requirements, and recognizes that a
meaningful portion of these costs have already been pre-funded
through the issuance of securitization bonds during the second
quarter 2007.  The rating upgrades further factor in AYE's
relatively lower risk growth strategy that features substantial
investment in FERC regulated transmission projects located in
close proximity to AYE's service territory.  The upgrades
acknowledge the challenges that the company faces in addressing
state regulatory transition issues in Virginia, Maryland, and
Pennsylvania, which could affect the future financial performance
of its regulated subsidiaries.

The rating upgrade at AGC incorporates a high expectation that the
strong standalone financial results are likely to continue given
the highly predictable nature of its FERC regulated cost of
service model for determining revenues.  The upgrade also takes
into consideration the financial improvement at AYE Supply, which
still owns 59% of AGC and has access to a similar amount of the
capacity generated by AGC.

Moody's observes that prior to the asset swap among AYE Supply and
affiliate Monongahela Power Company (Baa3 senior unsecured) that
took place earlier this year, AGC's ownership and capacity
obligations were heavily weighted towards AYE Supply, with this
entity owning and having access to 77% of AGC's capacity.
Beginning Jan. 1, 2007, AGC's ownership and capacity obligations
are more balanced with AYE Supply owning and having access to 59%
of AGC's capacity and MPC owning and having access to the
remaining 41%.

The Ba1 senior unsecured bank loan rating at AYE incorporates a
degree of structural subordination that exists at the holding
company relative to the substantial amount of debt at the four
primary operating subsidiaries, as well as the lack of significant
diversification across the AYE subsidiaries, given the regional
proximity of the subsidiaries' business, the interrelationships
that exist between subsidiaries and the fact that AYE operates as
an integrated system.

The stable rating outlook for AYE, AYE Supply, and AGC reflects
the continuation of strengthening and predicable earnings and cash
flow at each of the legal entities over the next several years due
principally to improved wholesale power prices, the majority of
which has been determined through state or federally regulated
arrangements with affiliates.  

The stable rating outlook incorporates an expectation that AYE's
capital investment program will be financed in a manner that is
reasonably conservative and that the previously announced
intention to return capital to shareholders through the re-
establishment of a dividend will be implemented in a manner that
is neutral to credit quality.  Moody's anticipates that the
challenges that exist at each of the AYE's regulated utilities
concerning transition related issues or rate case outcomes will be
resolved in a manner that is benign to AYE's overall credit
quality.

Upgrades:

Issuer: Allegheny Energy Supply Company, LLC

-- Corporate Family Rating, Upgraded to Baa3 from Ba2

-- Senior Secured Bank Credit Facility, Upgraded to Baa2 from
    Baa3

-- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba1
    from Ba3

Issuer: Allegheny Energy, Inc.

-- Corporate Family Rating, Upgraded to Baa3 from Ba2

-- Senior Unsecured Bank Credit Facility, Upgraded to Ba1 from
    Ba2

Issuer: Allegheny Generating Company

-- Senior Unsecured Regular Bond/Debenture, Upgraded to Baa3 from
    Ba3

Outlook Actions:

Issuer: Allegheny Energy Supply Company, LLC

-- Outlook, Changed To Stable From Rating Under Review

Issuer: Allegheny Energy, Inc.

-- Outlook, Changed To Stable From Rating Under Review

Issuer: Allegheny Generating Company

-- Outlook, Changed To Stable From Rating Under Review

Withdrawals:

Issuer: Allegheny Energy Supply Company, LLC

-- Probability of Default Rating, previously rated Ba2

-- Senior Secured Bank Credit Facility, Withdrawn, previously
    rated 22 - LGD2

-- Senior Unsecured Regular Bond/Debenture, Withdrawn,
    previously rated 77 - LGD5

Issuer: Allegheny Energy, Inc.

-- Speculative Grade Liquidity Rating, Withdrawn, previously
    rated SGL-2

-- Probability of Default Rating, previously rated Ba2

-- Senior Unsecured Bank Credit Facility, Withdrawn,
    previously rated 50 - LGD4

Issuer: Allegheny Generating Company

-- Senior Unsecured Regular Bond/Debenture, Withdrawn,
    previously rated 77 - LGD5

Headquartered in Greensburg, PA, AYE is an integrated investor-
owned electric utility with total annual revenues of over
$3 billion.  The company owns and operates generating facilities
and delivers electricity to over 1.5 million customers in
Pennsylvania, West Virginia, Maryland and Virginia.  AYE Supply
and AGC are wholly-owned generating subsidiaries of AYE.


ALLIANCE LAUNDRY: Seeks Lenders' Waivers on Delayed Filings
-----------------------------------------------------------
Alliance Laundry Holdings LLC disclosed in a regulatory filing
with the U.S. Securities and Exchange Commission that it is
seeking an amendment and waiver to the Senior Credit Facility
seeking a waiver from the Lenders:

    * until Nov. 13, 2007 relating to its failure to timely
      deliver the June Financial Statements as required by the
      Senior Credit Facility and

    * in respect of defaults arising from any potential
      restatement of the company's financial statements for the
      fiscal year ended Dec. 31, 2006 and the fiscal quarters
      ended March 31, 2006, June 30, 2006, Sept. 30, 2006 and
      March 31, 2007.

The Amendment and Waiver is also expected to increase the
consolidated leverage ratio used in the Senior Credit Facility by
0.25 from 5.75 to 1:00 to 6.00 to 1.00 for the fiscal period ended
June 30, 2007.  The Amendment and Waiver also provides a 25 basis
point increase in the applicable margin under the Senior Credit
Facility and provides for a 1% prepayment fee in the event the
term loans under the Senior Credit Facility are refinanced at a
lower rate during the twelve months following the effective date
of the Amendment and Waiver.  The Amendment and Waiver was
expected to become effective on Sept. 10, 2007.

                          Delayed Filings

Alliance Laundry Holdings LLC, Alliance Laundry Systems LLC and
Alliance Laundry Corporation on Aug. 14, 2007, said that they
would be unable to file their Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2007 by the required filing
date of August 14, 2007.

The company previously said that it identified errors in its
reconciliation of unvouched payables which resulted in the
understatement of the company’s liabilities.  Based on its
analysis as of the date hereof, the company believes that the
aggregate amount of such understatement is between $3.5 million to
$4.0 million of which $3.4 million is attributable to the year
ended December 31, 2006 and the remainder of which is attributable
to the Company’s quarterly fiscal period ended March 31, 2007.

If the entire $3.4 million of the 2006 adjustments are
attributable only to the third and fourth quarters of 2006, the
Company would have a financial covenant violation under the Senior
Credit Facility for the fiscal period ended June 30, 2007. The
company has not yet completed its analysis of the effect that
these errors will have on its previously issued consolidated
financial statements.

                       Senior Facility

Under the terms of the company’s Credit Agreement, dated as of
January 27, 2005 among the company, Alliance Laundry, ALH Finance
LLC, the Lenders party, Lehman Commercial Paper Inc., as
administrative agent and the other agents party, the company’s
failure to timely provide its financial statements to the
Administrative Agent for the quarterly period ended June 30, 2007
constitutes a default under the Senior Credit Facility.  Under the
Senior Credit Facility, if the Company is unable to cure such
default or obtain a waiver within 30 days of Aug. 14, 2007, the
Lenders holding a majority of the outstanding loans under the
Senior Credit Facility will have the right to declare the loans
thereunder due and payable.

                      Material Weakness

Although the company has not yet completed its assessment of the
impact of the errors described on its internal control over
financial reporting and disclosure controls and procedures, the
Company’s Chief Executive Officer and Chief Financial Officer
believe, based on their analysis to date, that a potential
material weakness in the Company’s internal control over financial
reporting contributed to the accounting errors discussed above.

                     About Alliance Laundry

Alliance Laundry Holdings LLC is the parent company of Alliance
Laundry Systems LLC -- http://www.comlaundry.com/-- which  
designs, manufactures and markets in North America of commercial
laundry equipment used in laundromats, multi-housing laundries and
on-premise laundries.  Under the well-known brand names of Speed
Queen(R), UniMac(R), Huebsch(R), IPSO(R), and Cissell(R), the
company produces a full line of commercial washing machines and
dryers with load capacities from 12 to 200 pounds.  The company
has operations in Europe.


ALLIANCE LAUNDRY: S&P Junks Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Ripon,
Wisconsin-based Alliance Laundry Systems LLC, including its
corporate credit rating to 'CCC+' from 'B'.  At the same time,
Standard & Poor's revised its CreditWatch status to developing
from negative.  The company's ratings were originally placed on
CreditWatch with negative implications on Aug. 15, 2007, following
Alliance Laundry's announcement that it had identified errors in
its reconciliation of unvouched payables which resulted in the
understatement of the company's liabilities, and its inability to
timely file its June 2007 Form 10-Q until a review determining the
effect that these errors would have on the company's previously
filed financial statements is completed.  The failure to file its
June 2007 financial statements constitutes an event of default
under the terms of its senior credit agreement and prevents access
to its revolving credit facility until such default is either
waived or cured.
     
Alliance Laundry recently announced that its understatement of its
liabilities is somewhat higher than originally estimated, but that
if a significant amount of the estimated $3.4 million in
additional liabilities is attributable to the second half of 2006,
then the company would be in violation of a financial covenant as
of the 2007 second quarter.
     
"The rating actions reflect our concerns about the company's
liquidity position and its ability to obtain the waiver and bank
amendment in a timely and cost-effective manner given current
market conditions," said Standard & Poor's credit analyst
Christopher Johnson.  "In addition, we are concerned about future
covenant cushion under the company's bank financial covenants as
these covenants tighten significantly at the end of 2007."
     
The company is currently seeking a bank amendment to temporarily
increase its consolidated leverage covenant and a waiver relating
to the failure to deliver timely second quarter financial
statements.
     
Standard & Poor's will continue to monitor the company's
liquidity, as well as its efforts to secure a waiver and
amendment, and will discuss its operating plans with management
prior to resolving the CreditWatch.


AMP'D MOBILE: Wants to Sell Equipment to Great American Group
-------------------------------------------------------------
Amp'd Mobile Inc. asks the U.S. Bankruptcy Court for the District
of Delaware to approve its asset purchase agreement with
Great American Group LLC.

On Aug. 1, 2007, the Court approved the sale of certain of the
Debtor's discrete assets.  The sale hearing with respect to the
majority of the remaining assets, however, was adjourned by the
Debtor with the consent of its secured lender, Kings Road
Investment Ltd.

As a result of the initial solicitation of bids in late July
2007, the Debtor was aware of interest in the Assets, Mary E.
Augustine, Esq., at The Bayard Firm, in Wilmington, Delaware,
relates.  

Accordingly, the Debtor solicited bids from approximately 15
entities for two subgroups of the Assets -- (i) the furniture and
equipment and (ii) the information technology assets.

The Debtor received five bids for combinations of the subgroups.   
Great American submitted the highest and best offer for the
purchase
of both subgroups, according to Ms. Augustine.

Accordingly, the Debtor entered into an asset purchase agreement
with Great American dated August 29, 2007.

The salient terms of the APA are:

   (a) Amp'd Mobile will sell, assign and transfer to Great
       American certain furniture and electronic equipment for
       $311,500, free and clear of liens, claims, encumbrances
       and interests.  The Assets will be sold in an "as is,"
       "where is" condition.

   (b) Great American will deliver the Purchase Price by
       certified check or wire transfer to the Debtor.  Closing
       will take place immediately upon the Court's  approval of
       the proposed sale, but in no event later than September 7,
       2007.

   (c) Great American will have the right to conduct an auction
       of all or a portion of the Assets at the Facility, free of
       any rent, utilities, or other payment for occupancy
       through the Removal Date.  The Debtor will assist and
       cooperate with Great American to provide necessary access
       to the Facility.

       The Removal Date is the date on which all of the Assets
       have been removed from the Facility's premises but in no
       event will be later than September 28, 2007.

   (d) The Debtor will have the right to collect and keep the
       proceeds of the Auction.  The Debtor acknowledges that
       Great American intends to charge all buyers and retain for
       its own account a reasonable and customary buyer's
       premium.

   (e) Great American is authorized to use the "Amp'd Mobile" in
       its advertising of the sale of the Assets pursuant to the
       Auction.

The Debtor asserts that the sale of the Assets to Great American
on an expedited basis will maximize recovery into the estate and
prevent further deterioration of the value of the Assets.

Headquartered in Los Angeles, Calif., Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service. The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739). Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard
Firm represent the Debtor in its restructuring efforts. In
its schedules filed with the Court, the Debtor listed total assets
of $47,603,629 and total debts of $164, 569,842. The Debtor's
exclusive period to file a plan expires on Sept. 29, 2007. (Amp'd
Mobile Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


AMP'D MOBILE: Asks Court to Fix Nov. 29 as Claims Filing Deadline
-----------------------------------------------------------------
Amp'd Mobile Inc. asks the U.S. Bankruptcy Court for the District
of Delaware to establish Nov. 29, 2007, as the last date and time
by which proofs of claim must be filed or be forever barred.

The Debtor propose that the Bar Date apply to all known and
unknown creditors, subject to:

   * Non-Debtor Parties to Rejected Executory Contracts

   * Entities Asserting Claims Arising from the Recovery of a
     Voidable Transfer

   * Entities Asserting Claims Arising from the Assessment of
     Certain Taxes

        The Debtor asks the Court to establish the later of
        either the Bar Date, or

           -- 30 calendar days after the mailing of a notice on
              an order approving the rejection of a lease or
              notice of rejection of a lease in accordance with
              any procedural order entered by the Court as the
              bar date for filing claims arising out of the
              rejection of a lease;

           -- 30 calendar days after the date of any settlement
              agreement or the service of any order approving the
              avoidance of the transfer, as the bar date for
              filing claims arising out of voidable transfer;

           -- 30 calendar days after the date the relevant tax
              claim arises, as the bar date for filing claims
              arising from the assessment of certain taxes.

   * Governmental Units

        The Debtor asks the Court to establish the Bar Date as
        applicable to the filing of proofs of claim by
        governmental units as defined in Section 101(27) of the
        Bankruptcy Code because it is not less than the 180 day
        statutory minimum set forth in Section 502(b)(9) of the
        Bankruptcy Code.

   * Creditors Holding Claims Reduced by Amendments

        The Debtor proposes that if an amendment to the Schedules
        of Assets and Liabilities reduces the liquidated amount
        of a scheduled claim, or reclassifies a scheduled,
        undisputed, liquidated, non-contingent claim the affected
        claimant may file a proof of claim on the later of (i)
        the Bar Date or (ii) 30 calendar days after mailing of
        the notice of amendments.  The Debtor further proposes
        that the creditors not be entitled an extension of the
        Bar Date if a Scheduled amendment increases the scheduled
        amount of an undisputed, liquidated, non-contingent
        claim.

   * Holders of Certain Administrative Claims

        The Debtor anticipates that an administrative claims bar
        date will be established as part of a confirmation order.

   * Holders of Equity Securities

         Rule 3003(b)(2) of the Federal Rules of Bankruptcy
         Procedure provides that it is not necessary for an
         equity security holder to file a proof of interest based
         solely on that interest.  However, any equity holder
         asserting any right as a creditor of any of the Debtor's
         estate will be required to file a proof of claim against
         the Debtor's estate will be required to file a proof of
         claim on or before the Bar Date.

Persons or entities who will not to be required to to file a
proof of claim are:

   -- Any person or entity that has already properly filed a
      proof of claim using a claim form that conforms to the
      Official Form No. 10;

   -- Any person or entity whose claim has been allowed by, or
      paid pursuant to, an order from the Court on or before the
      Bar Date;

   -- Any professionals whose retention in the Chapter 11 case
      has been approved by the Court; and

   -- Any person or entity listed in the Debtor's Schedules as
      having claims that are not contingent, unliquidated or
      disputed.

                     Claim Filing Procedures

The Debtor propose that any claim filed before the entry of the
Bar Date Order that substantially conforms to the Proof of Claim
Form No. 10 is deemed to have been properly filed.

If a claim is transferred, the transferee must file a notice of
transfer with the Claims agent, Epiq Bankruptcy Solutions, LLC,;
the Bankruptcy Court; and the Debtor's counsel, Steven Yoder,
Esq., of the Bayard Firm, at P.O. Box 25130, in Wilmington,
Delaware.

With the assistance of the Claims Agent, the Debtor has prepared
the Proof of Claim Form based on the Official Form 10.

A proof of claim filed in the Debtor's bankruptcy proceeding must
be:

   (1) written in the English language;

   (2) denominated in lawful U.S. currency as of the Petition
       Date; and

   (3) be supported by evidence in accordance with the
       requirements of applicable laws.

Proofs of Claim must be received by the Claims Agent on or before
the Bar Date.  

The Debtor proposes that any party unable to file timely and
properly in accordance with the Bar Date Order will be disallowed
from its claim, will be deemed ineligible for distributions under
any confirmed chapter 11 plan reorganization, and will be
rendered bound by the terms of any any confirmed plan
reorganization.

                        Bar Date Notice

The Debtor proposes to serve the a notice of the Bar Date, by
U.S. Mail, first class postage prepaid, on (i) all creditors
reflected in the Schedules, (ii) all shareholders based on the
list of equity holders filed by the Debtor, (iii) all known
former subscribers of the Debtor, and (iv) all parties that have
requested notice in the case.

The Debtor also intend to publish the Bar Date Notice in USA
Today National Edition and The Los Angeles Times at least 45 days
before the Bar Date.

Headquartered in Los Angeles, Calif., Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service. The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739). Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard
Firm represent the Debtor in its restructuring efforts. In
its schedules filed with the Court, the Debtor listed total assets
of $47,603,629 and total debts of $164, 569,842. The Debtor's
exclusive period to file a plan expires on Sept. 29, 2007. (Amp'd
Mobile Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


AMP'D MOBILE: Seeks Court Nod to Amend Pinnacle & Vengroff Pacts
----------------------------------------------------------------
Amp'd Mobile Inc. seeks authority from the U.S. Bankruptcy Court
for the District of Delaware to (i) enter into a new agreement
with Vengroff, Williams & Associates Inc.; and (ii) amend its
agreement with Pinnacle Financial Group Inc. for the continued
collection of account receivables.

Mary E. Augustine, Esq., at The Bayard Firm in Wilmington,
Delaware, relates that before it filed for bankruptcy, the Debtor
entered into agreements with Vengroff and Pinnacle to manage its
account receivables portfolio.  Vengroff and Pinnacle provided to  
the Debtor collections services for unpaid accounts at all stages
of delinquency.  In the ordinary course of its business, the
Debtor continued to utilize the services of Vengroff and Pinnacle
to collect its Account Receivables after it filed for bankruptcy.

As is customary in account receivables collection industry,
Vengroff and Pinnacle were compensated on a contingency basis
based on the receivables collected, Ms. Augustine notes.  

Subsequently, the Debtor marketed the Account Receivables as part
of the sale process when it was unable to secure a DIP facility.  
Although the Debtor received bulk bids for the Account
Receivables, after consultation with the Kings Road Investment  
Ltd. and the Official Committee of Unsecured Creditor, the Debtor
has determined in its business judgment that continuing to
utilize the services of Vengroff and Pinnacle to collect its
Account Receivables will maximize value to its estate, Ms.
Augustine tells the Court.

                         The VWA Agreement

Vengroff asked the Debtor to enter into a new third party
collection agreement before it would agree to provide continued
collection services.  

The salient terms of the Vengroff Agreement are:

   (a) Vengroff will use its best effort to effect collections
       of accounts referred by the Debtor;

   (b) Vengroff will receive a contingency collection charge of
       22% on all accounts placed;

   (c) Vengroff will not compromise or settle any account
       received without the Debtor's express authority;

   (d) Vengroff will not institute legal proceedings in the name
       of the Debtor without the Debtor's written authority;

   (e) All matters referred for litigation will be charged a
        flat 35% referral fee plus court costs plus approved
        litigation costs.  Upon successful recovery of funds, the
        35% referral fee and approved costs will be deducted
        from the proceeds and the net amount of the recovery will
        be forwarded to the Debtor; and

   (f) Vengroff agrees to indemnify the Debtor and the Debtor
        agrees to indemnify Vengroff.

                       The Pinnacle Agreement

Similarly, Pinnacle sought that its collection services agreement
be amended before it would agree to provide continued collection
services.

The salient terms of the Amended Pinnacle Agreement are:

   (a) Pinnacle will not be due a commission on withdrawn
        accounts unless any subsequent payment on those accounts
        is due to Pinnacle's collection efforts;

   (b) The Debtor agrees to not recall the accounts placed with
       Pinnacle for the purpose of selling the accounts within a
       minimum of six months from the date of placement;

   (c) Pinnacle will receive:

          -- a 25% contingency fee on all payments made on
             primary accounts to Pinnacle or the Debtor on
             accounts placed on or before July 31, 2007;

          -- 21% on all payments made on primary account to
             Pinnacle or the Debtor on account placed after
             July 31, 2007; and

          -- 40% on all monies collected through litigation
             procedures.

The Debtor believes that entering into the Agreements with
Vengroff and Pinnacle is in the best interest of its estate,
creditors and other parties-in-interest.  Both collection
agencies have the proven track record and their services are
essential in the Debtor's effort to pay Kings Road, as Secured
Lender, and provide recovery to other creditors, Ms. Augustine
states.

"Simply stated, the [Vengroff and Pinnacle] Agreements will
enable the Debtor to  maximize the value of one of its largest
assets --  its Account Receivables," Ms. Augustine says.

Headquartered in Los Angeles, Calif., Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service. The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739). Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard
Firm represent the Debtor in its restructuring efforts. In
its schedules filed with the Court, the Debtor listed total assets
of $47,603,629 and total debts of $164, 569,842. The Debtor's
exclusive period to file a plan expires on Sept. 29, 2007. (Amp'd
Mobile Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


ARROW ELECTRONICS: Closes Centia & AKS Acqusition for $32 Mil.
--------------------------------------------------------------
Arrow Electronics Inc. has completed its acquisition of Centia
Group Limited and AKS Group Nordic AB for a purchase price of
approximately $32 million, including the assumption of debt.

"We are excited by the opportunities that the acquisition of
Centia/AKS, Europe's leading specialty distributors of access
infrastructure, security and virtualization software solutions,
brings to our enterprise computing solutions business," Kevin
Gilroy, president, Arrow Enterprise Computing Solutions, said.  
"This transaction further strengthens our strategic focus on the
fast-growing software market segment and diversifies our product
portfolio in the European region, just as Alternative Technology,
Inc. enhanced our capabilities in North America."

Centia/AKS has over 120 employees throughout Denmark, Finland,
France, Germany, Great Britain, the Netherlands, Norway and
Sweden.  The joint linecard includes leading suppliers such as
Citrix, VMware, and RSA.  Centia/AKS support value-added resellers
in delivering solutions that optimize, accelerate, monitor and
secure an end user's IT environment.  Total sales for 2007 are
expected to exceed $120 million.

                  About Arrow Electronics

Headquartered in Melville, New York, Arrow Electronics Inc.
-- http://www.arrow.com/-- provides products, services and  
solutions to industrial and commercial users of electronic
components and computer products.   Arrow serves as a supply
channel partner for nearly 600 suppliers and more than 130,000
original equipment manufacturers, contract manufacturers and
commercial customers through a global network of over 270
locations in 53 countries and territories.

The company operates in France, Spain, Portugal, Denmark,
Estonia, Finland, Ireland, Latvia, Lithuania, Norway, Sweden,
Italy, Germany, Austria, Switzerland, Belgium, the Netherlands,
United Kingdom, Argentina, Brazil, Mexico, Australia, China,
Hong Kong, Korea, Philippines and Singapore.

                       *     *     *

Arrow Electronics senior subordinated stock continues to carry
Moody's Investors Service's Ba1 rating.  The company's senior
preferred stock is rated at Ba2.


ASSET BACKED: Fitch Junks Rating on Class M7 Certificates
---------------------------------------------------------
Fitch has taken rating action on these Asset Backed Securities
Corporation mortgage-pass through certificates:

Series 2003-HE3:

  -- Class M1 affirmed at 'AA';
  -- Class M2 affirmed at 'A';
  -- Class M3 affirmed at 'A-';
  -- Class M4 downgraded to 'BB+' from 'BBB';
  -- Class M5 downgraded to 'B' from 'BB'.

Series 2003-HE4:

  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class M-4 affirmed at 'BBB';
  -- Class M-5 downgraded to 'B' from 'BBB-'.

Series 2003-HE5:

  -- Class M1 affirmed at 'AA';
  -- Class M2 affirmed at 'A';
  -- Class M3 affirmed at 'A-';
  -- Class M4 affirmed at 'BBB';
  -- Class M5 downgraded to 'B' from 'BBB-'.

Series 2004-HE3:

  -- Class M1 affirmed at 'AA';
  -- Class M2 affirmed at 'A';
  -- Class M3 affirmed at 'A';
  -- Class M4 affirmed at 'A-';
  -- Class M5 downgraded to 'BB+' from 'BBB+'.
  -- Class M6 downgraded to 'B' from 'BBB';
  -- Class M7 downgraded to 'CC' from 'BB+', assigned a
     Distressed Recovery rating of 'DR3'.

Series 2004-HE7

  -- Class A affirmed at 'AAA';
  -- Class M1 affirmed at 'AA';
  -- Class M2 affirmed at 'A+';
  -- Class M3 affirmed at 'A';
  -- Class M4 affirmed at 'A';
  -- Class M5 affirmed at 'A-';
  -- Class M6 affirmed at 'BBB+';
  -- Class M7 affirmed at 'BBB';
  -- Class M8 affirmed at 'BBB-';
  -- Class M9 downgraded to 'B' from 'BB+'.

The collateral for all transactions consists of 15- to 30-year
fixed-rate and adjustable-rate subprime mortgages secured by first
liens on one- to four-family residential properties.  For series
2003-HE3, 2003-HE4, 2003-HE5, and 2004-HE7 the mortgage loans were
primarily originated or acquired by New Century.  The mortgage
loans for series 2004-HE3 were originated or acquired by Option
One Mortgage Corp.

The affirmations are due to satisfactory relationships of credit
enhancement to expected future losses, and affect approximately
$590.8 million in outstanding certificates.  The downgrades,
affecting approximately $40.3 million in outstanding certificates,
reflect the deterioration of CE relative to expected future
losses.

The transactions which included classes downgraded are generally
experiencing monthly losses greater than the available excess
spread, which has caused the overcollateralization amount to
decline below the target amount.  Fitch expects losses to continue
to exceed excess spread.

As of the July remittance period, the transactions from the 2003
vintage are seasoned at a range of 47 to 49 months; the pool
factors range from 9% (2003-HE3) to 11% (2003-HE5); the cumulative
loss to date range from 1.13% (2003-HE4) to 1.41% (2003-HE5); and
the 60+ delinquency (inclusive of foreclosure and REO) range from
17.67% (2003-HE4) to 31.14% (2003-HE3).

As of the July remittance period, series 2004-HE3 and 2004-HE7 are
seasoned 33 and 37 months, respectively, with pool factors of 17%
and 21%. For series 2004-HE3, the cumulative loss to date is 73
basis points and the 60+ delinquency is 19.79.   For series
2004-HE7, the cumulative loss to date is 99 bps and the 60+
delinquency is 13.86.  Series 2004-HE3 recently passed the step-
down date and 2004-HE7 is expected to step-down within the next
few months.  The release of OC for these deals will decrease the
CE for the subordinate bonds, adding negative pressure to these
bonds.

The servicers include Ocwen Financial Corp. (Fitch rating of
'RPS2'), Option One Mortgage Corp. ('RPS1'), Litton Loan Servicing
LP (rated 'RPS1', on Rating Watch Negative) and Select Portfolio
Servicing ('RPS2+').


BALLANTYNE RE: Fitch Lowers Rating on $50 Million Notes to BB+
--------------------------------------------------------------
Fitch Ratings downgraded the ratings of the Ballantyne Re plc as:

  -- $250,000,000 class A-1 floating-rate notes to 'A+' from
     'AA';

  -- $10,000,000 class B-1 subordinated notes to 'BB+' from
     'BBB+';

  -- $40,000,000 class B-2 subordinated floating-rate notes to
     'BB+' from 'BBB+'.

The ratings remain on Rating Watch Negative.

The 'AAA' ratings of Ballantyne Re's class A-2 and A-3 floating-
rate guaranteed notes are not affected by the rating action
because those ratings are linked to the financial strength of the
relevant financial guarantors.

Certain reserve funds that support the Ballantyne Re transaction
have material exposure to subprime residential asset- and
mortgage-backed securities that have experienced significant
market value declines over the past few months.  Subprime
residential ABS/MBS are in the midst of a significant market
dislocation due to liquidity constraints and deteriorating credit
fundamentals.  As a result, the subprime residential ABS/MBS
securities market has experienced ratings downgrades and mark-to-
market losses.  The decline in market values has continued since
Aug. 14, 2007, when Fitch originally placed the notes on Rating
Watch Negative.  Further, interest payments to the Ballantyne Re
classes B-1 and B-2 notes were suspended, in accordance with the
terms of the indenture, on Sept. 4, 2007.

The class A-1 notes were downgraded because Fitch believes the
risk profile of the notes is no longer consistent with the 'AA'
rating category.  Similarly, classes B-1 and B-2 were downgraded
because Fitch does not consider the suspension of interest to be
consistent with an investment grade rating.

Additionally, Fitch has re-run its model of the Ballantyne Re cash
flows under five scenarios.  Under the most optimistic of these
scenarios, subprime market values continue to decline modestly
through the remainder of 2007 and recover completely in 2008.  
Under the most pessimistic of these scenarios, subprime market
values ultimately decline more significantly and never recover.  
Fitch ran three further scenarios where market values decline
modestly and recover a large portion of their original value,
where market values decline modestly and do not recover, and where
market values decline significantly and recover most of original
value.

The ratings remain on Rating Watch Negative to reflect that the
ratings might continue to migrate depending upon the actual
magnitude of decline and recovery in subprime market values.  If
market values stop declining and quickly recover, Fitch calculates
no material change in the default probability of the class A-1
notes and a slight increase in the default probability of the
classes B-1 and B-2 notes.  If such a scenario ultimately plays
out, the class A-1, B-1 and B-2 notes could eventually be upgraded
from current levels.

If market values continue to decline and do not recover, Fitch
expects materially higher probabilities of default for the class
A-1, B-1 and B-2 notes.  Under this scenario, the suspension of
interest on the class B-1 and B-2 notes would continue and the
class A-1, B-1 and B-2 notes would likely be downgraded further.  
Under the most pessimistic scenario, the class A-1 notes could
migrate to non-investment grade.

Ballantyne Re is a special purpose public limited company
incorporated and registered in Ireland.  The company was
established for the limited purpose of entering into a reinsurance
agreement with Scottish Re, and conducting activities related to
the notes' issuance.  Under the reinsurance agreement, Scottish Re
ceded a block of business to Ballantyne Re.  Ballantyne Re issued
the notes to finance excess reserve requirements under Regulation
XXX for the ceded block of business.


BASIC MORTGAGE: Fitch Cuts Rating on $9.44 Million Certificates
---------------------------------------------------------------
Fitch Ratings has taken rating actions on these BASIC mortgage
pass-through certificates.  Affirmations total $130.3 million and
downgrades total $9.44 million.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

BASIC 2006-1

  -- $94.1 million class A affirmed at 'AAA' (BL: 44.98, LCR:
     3.12);

  -- $16.1 million class M-1 affirmed at 'AA' (BL: 32.26, LCR:
     2.23);

  -- $13 million class M-2 affirmed at 'A' (BL: 24.08, LCR:
     1.67);

  -- $6.8 million class M-3 affirmed at 'BBB+' (BL: 19.17, LCR:
     1.33);

  -- $2.8 million class M-4 downgraded to 'BBB-' from 'BBB'
     (BL: 17.05, LCR: 1.18);

  -- $2.2 million class M-5 downgraded to 'BB+' from 'BBB-'
     (BL: 15.42, LCR: 1.07);

  -- $2.1 million class M-6 downgraded to 'BB' from 'BB+' (BL:
     13.83, LCR: 0.96);

  -- $2.1 million class M-7 downgraded to 'B+' from 'BB' (BL:
     12.63, LCR: 0.87).

Summary

  -- Originators: Encore (54%);
  -- 60+ day Delinquency: 20.85%;
  -- Realized Losses to date (% of Original Balance): 0.18%;
  -- Expected Remaining Losses (% of Current Balance): 14.44%;
  -- Cumulative Expected Losses (% of Original Balance):
     10.03%.


BASIS YIELD: Court Extends Injunction Until Nov. 19
---------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York (Manhattan) has granted Basis Yield Alpha Fund (Master)
temporary protection from lawsuits and seizure of assets by U.S.
creditors while its Chapter 15 case is being assessed for a
permanent injunction, Bloomberg News reported.

Basis Yield, which is being liquidated in the Grand Court of the
Cayman Islands, where it is registered, had filed for Chapter 15
protection in the U.S. Court on August 29, 2007, asking to be
shielded from U.S. creditors and for recognition of its main
Caribbean bankruptcy proceeding.

"I am not inclined to make any findings today as to whether
recognition should ultimately be granted [for the Cayman
filing]," U.S. Bankruptcy Judge Robert Gerber said at a Sept. 6
hearing in New York, according to Bloomberg.

The U.S. Court will convene a hearing on November 19 to consider
Basis Yield's request for recognition of the Caymans proceeding.

Bloomberg reported that Judge Gerber had told Basis Yield
attorneys to be prepared to address U.S. Bankruptcy Judge Burton
Lifland's August 30 order rejecting a similar bid for recognition
of a Caymans bankruptcy proceeding by two Bear Stearns Cos. hedge
funds after finding that they did most of their business in the
U.S.

As previously reported, Basis Yield's registered office, the
feeder funds, 10% of investors and all of its records are located
in the Caymans.  On August 29, Basis Yield's Chapter 15 case
received recognition from the High Court of Justice, Chancery
Division, Companies Court, in England.

Under Chapter 15 of the U.S. Bankruptcy Code, a company with an
insolvency filing in another country where it has a significant
presence can ask U.S. courts to defer to a foreign proceeding.

Representing Citigroup Global Markets Ltd., a creditor in Basis
Yield's case, Lindsee Granfield, Esq., at Cleary Gottlieb Steen &
Hamilton in New York, however, asserted that "it isn't clear
where the fund's main interests are."  Ms. Granfield added that
the Court will have to determine "where are the assets and where
were these funds actually operated."

If Citigroup were to successfully argue that the Yield Fund's
main business operations are not in the Cayman Islands but in the
U.S., then Basis Yield's Chapter 15 case in the U.S. could fail,
allowing U.S. creditors to file lawsuits against the fund,
according to The Australian.

The paper further stated that investors face losing more than 80%
of their $320,000,000 total stake, based on the most recent
update from Basis Capital Group.

Judge Gerber said he wants "to move quickly to resolve as many
issues as possible" out of fairness to Grant Thornton
International, the liquidator appointed by the Cayman Islands
court, according to Bloomberg.

The exact assets of the fund are "undetermined," Bloomberg said.

Basis Yield indicated in its Chapter 15 petition that its assets
and liabilities aggregate more than $100,000,000 each.

Basis Yield's assets is down from $436,000,000 at Jan. 31, 2007,
according to Bloomberg data.

Basis Yield Alpha Fund (Master) is a Cayman Islands mutual fund.
It operates as a master-feeder structure that allows investors'
funds to be channeled through two companies operating in a
single jurisdiction to a "master" company operating in the same
jurisdiction.  These two feeder funds are Basis Yield Alpha Fund
(US), a US feeder fund for US taxable investors, and Basis Yield
Alpha Fund, a non-US feeder for all other investors.

On Aug. 29, 2007, Hugh Dickson, Stephen John Akers, and Paul
Andrew Billingham filed a chapter 15 petition for Basis Yield
(Bankr. S.D.N.Y. Case No. 07-12762).  Karen Dine, Esq. at
Pillsbury Winthrop Shaw Pittman LLP represents the petitioners.
(Basis Yield Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or   
215/945-7000).


BEAR STEARNS: S&P Affirms B- Rating on Class P Certificates
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B and C commercial mortgage pass-through certificates from Bear
Stearns Commercial Mortgage Securities Trust 2004-PWR3.  At the
same time, S&P affirmed its ratings on 17 classes from this
series.
     
The upgrades of the class B and C certificates reflect the
defeasance of $57.9 million (6%) of collateral and increased
credit enhancement due to the principal paydown of
$150.3 million (14%) of the pool.  The affirmed ratings reflect
credit enhancement levels that provide adequate support through
various stress scenarios.
     
As of the Aug. 23, 2007, remittance report, the collateral pool
consisted of 105 loans with an aggregate trust balance of $958.2
million, down from 116 loans totaling $1.108 billion at issuance.  
The master servicer, Wells Fargo Commercial Mortgage Servicing,
reported financial information for 100% of the non-defeased loans.  
Ninety-eight percent of the servicer-provided information was
full-year 2006 data.  Using this information, Standard & Poor's
calculated a weighted average debt service coverage of 2.17x, up
from 1.93x at issuance.  All of the loans in the pool are current,
and no loans are with the special servicer.  To date, the trust
has not experienced any losses.
     
The top 10 exposures secured by real estate have an aggregate
outstanding balance of $375.6 million (39%) and a weighted average
DSC of 2.88x, up from 2.42x at issuance.  Standard & Poor's
reviewed property inspections provided by the master servicer for
all of the assets underlying the top 10 exposures, and all of the
collateral was characterized as "good."
     
Credit characteristics for the Lion Industrial Portfolio, Two
Commerce Square, and Great Northern Mall loans are consistent with
those of investment-grade obligations.  Details of these loans are
as:

     -- The largest exposure in the pool, the Lion Industrial
        Portfolio, has a trust balance of $87.6 million (9%)
        and a whole-loan balance of $175.2 million.  The whole
        loan was bifurcated into two pari passu notes: a
        $68.4 million A note that matures in 2009; and a
        $24.4 million A note that matures in 2011.  In addition
        to the trust collateral, there is an $87.6 million B
        note that is held outside the trust.  The loan is
        secured by fee interests in 43 warehouse/flex
        industrial properties in six different states totaling
        5.4 million sq. ft. of space.  For the year ended
        Dec. 31, 2006, the DSC was 6.22x, and occupancy was
        86%. Standard & Poor's adjusted net cash flow for this
        loan is comparable to its level at issuance.

     -- The second-largest exposure in the pool, Two Commerce
        Square, has a trust balance of $55.8 million (6%) and a
        whole-loan balance of $111.5 million.  The whole loan
        was bifurcated into two pari passu A notes.   
        Additionally, the borrower's equity interest in the
        property secures a three-tier mezzanine loan totaling
        $76.5 million and preferred equity of $2 million.  The
        loan is secured by the fee interest in a 40-story,
        953,276-sq.-ft office building in Philadelphia,
        Pennsylvania.  For the year ended Dec. 31, 2006, the
        DSC was 1.97x, and occupancy was 100%.  Standard &
        Poor's adjusted NCF for this loan is comparable to its
        level at issuance.

     -- The fourth-largest exposure in the pool, Great Northern
        Mall, has a balance of $40.7 million (4%).  The loan is
        secured by the fee interest in 504,473 sq. ft. of a
        897,687-sq.-ft. regional mall in Clay, N.Y.  For the
        year ended Dec. 31, 2006, the DSC was 2.37x, and
        occupancy was 94%.  Standard & Poor's adjusted NCF for
        this loan is down 16% from its level at issuance.
     
Wells Fargo reported a watchlist of nine loans ($76 million, 8%),
all of which represent less than $15 million of the aggregate loan
pool.  The loans appear on the watchlist primarily due to low
occupancy or a decline in DSC from issuance.
     
Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the raised and
affirmed ratings.
       

                         Ratings Raised
     
       Bear Stearns Commercial Mortgage Securities Trust
         Commercial mortgage pass-through certificates
                        series 2004-PWR3

                       Rating
                       ------
         Class      To       From   Credit enhancement
         -----      --       ----    ----------------
         B          AA+      AA           12.29%
         C          AA       AA-          10.99%

                        Ratings Affirmed
     
       Bear Stearns Commercial Mortgage Securities Trust
      Commercial mortgage pass-through certificates
                        series 2004-PWR3
   
             Class    Rating   Credit enhancement
             -----    ------    ----------------
             A-1      AAA            15.04%
             A-2      AAA            15.04%
             A-3      AAA            15.04%
             A-4      AAA            15.04%
             D        A               9.25%
             E        A-              8.24%
             F        BBB+            6.65%
             G        BBB             5.49%
             H        BBB-            4.05%
             J        BB+             3.76%
             K        BB              3.18%
             L        BB-             2.46%
             M        B+              1.88%
             N        B               1.59%
             P        B-              1.30%
             X-1     AAA               N/A
             X-2     AAA               N/A

                   N/A — Not applicable.


BEAZER HOMES: Receives Notices of Default on Delayed Filings
------------------------------------------------------------
Beazer Homes USA, Inc. disclosed that on Sept. 6, 2007 it received
purported default notices from U.S. Bank National Association, the
trustee under the indentures governing Beazer’s outstanding:

    * 8-5/8% senior notes due May 2011;
    * 8-3/8% senior notes due April 2012;
    * 6-1/2% senior notes due November 2013;
    * 6-7/8% senior notes due July 2015; and
    * 8-1/8% senior notes due June 2016.

The notices allege that the Company is in default under the
indentures because it has not yet filed with the Securities and
Exchange Commission and delivered to the trustee its Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2007.  
The notices further allege that these defaults will become events
of default under the indentures if not remedied within 60 days.

The company does not believe that it is in default under the
indentures governing its outstanding senior notes because the
indentures require only that Beazer deliver to the trustee copies
of Beazer’s SEC reports within 15 days after such reports are
actually filed with the SEC.  Therefore, the company believes that
the notices of default are invalid and without merit.

As reported in the Troubled Company Reporter on Aug. 23, 2007, the
company filed an action with the United States District Court in
Atlanta, Georgia against the trustee.  The company seeks, among
other things, a declaration from the court against the trustee
that the delay in filing with the SEC Beazer’s Form 10-Q for the
third quarter does not constitute a default under the applicable
indentures and that the delay will not give rise to any right of
acceleration on the part of the holders of the senior notes.

                      About Beazer Homes

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


BERING CDO: Fitch Affirms BB Rating on $4 Million Class C Notes
---------------------------------------------------------------
Fitch has affirmed seven classes of notes issued by Bering CDO I,
Ltd. These rating actions are the result of Fitch's review process
and are effective immediately:

  -- $175,000,000 class A-1S1 notes at 'AAA';
  -- $93,000,000 class A-1S2 notes at 'AAA';
  -- $42,000,000 class A-1J notes at 'AAA';
  -- $40,000,000 class A-2 notes at 'AA';
  -- $14,000,000 class A-3 notes at 'A';
  -- $15,602,375 class B notes at 'BBB';
  -- $4,000,000 class C notes at 'BB'.

Bering I is a collateralized debt obligation that closed
Aug. 15, 2006, and is managed by Terwin Money Management, LLC.  
Bering I remains in its reinvestment period until October 2010.  
Included in this review, Fitch discussed the current state of the
portfolio with the asset manager.  Additionally, Fitch conducted
cash flow modeling utilizing various default timing and interest
rate scenarios to measure the breakeven default rates going
forward relative to the minimum cumulative default rates required
for the rated liabilities.

Fitch's rating actions reflect stable collateral performance since
the deal's close.  As of the Aug. 27, 2007 trustee report the
Fitch Weighted Average Rating Factor was 4.79  ('BBB'/'BBB-') as
compared to 3.8 ('BBB'/'BBB-') as of the Oct. 31, 2006, report
issued after the ramp-up completion.  The current WARF value
continues to meet its corresponding covenant of 5 ('BBB'/'BBB-').  
Further, all of the coverage tests are currently above their
corresponding trigger levels.  As of the Sept. 7, 2007,
distribution report, as the result of a reverse turbo feature in
the interest waterfall, the class B notes have received $569,392
of principal amortization since the first payment date.

The ratings of the class A-1S1, A-1S2, A-1J, and A-2 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 classes A-3, B and C notes address the
likelihood that investors will receive ultimate and compensating
interest payments, as per the governing documents, as well as the
stated balance of principal by the legal final maturity date.


BOISE CASCADE: Sells Three Segments to Aldabra for $1.625 Billion
-----------------------------------------------------------------
Boise Cascade, L.L.C., has entered into a Purchase and Sale
Agreement with Aldabra 2 Acquisition Corp. for the sale of Boise
Cascade's Paper, Packaging & Newsprint segments for cash and
shares of Aldabra common stock equal to approximately
$1.625 billion.

As part of the transaction, Aldabra intends to change its name to
Boise Paper Company and will apply for listing on either the New
York Stock Exchange or NASDAQ.  Boise Cascade, a privately held
company, will maintain 100% ownership of its Wood Products and
Building Materials Distributions segments following the
transaction.  Both companies will be headquartered in Boise,
Idaho.

Tom Stephens, Chairman and CEO of Boise Cascade, said, "We're
excited that Aldabra is buying our Paper, Packaging & Newsprint
businesses.  Our entire organization in these operations has
worked hard to transform their businesses, and this is a huge vote
of confidence in what the team has built and the future
opportunities before them."

Mr. Stephens added, "This is also good news for the people in our
remaining businesses, Wood and Building Materials Distribution,
who have delivered strong results over the past three years.  We
will use a portion of the cash received from the transaction to
pay down debt.  As a well-financed and highly focused company,
Wood and BMD will not only be in an excellent position to operate
successfully in the challenged housing market but will also have
the means to grow.  As two separate companies, the businesses will
be able to focus sharply on their respective core competencies to
enhance performance and returns to investors, customers, and
employees."

Alexander Toeldte will become CEO of Boise Paper Company.  He is
currently Boise Cascade's executive vice president, responsible
for its Paper, Packaging & Newsprint businesses.  Prior to joining
Boise Cascade in 2005, Toeldte was CEO of two public companies in
New Zealand (Fletcher Challenge Paper and Fletcher Challenge
Building).

Mr. Toeldte said, "This transaction recognizes the progress we've
made during the three years we were a private company.  We
reinvigorated our culture by taking out layers of overhead,
streamlining management processes, and changing our relationship
with employees to one of full involvement in running the business.  
We have also made key strategic investments, including the
acquisition of Central Texas Corrugated, which increased the
integration of our container business, and the conversion of the
largest paper machine at our mill in Wallula, Washington, which
significantly improves our competitive position for the future."

The transaction, which has been approved by the respective board
of directors of Aldabra and Boise Cascade, is subject to customary
closing conditions as well as (i) the approval of Aldabra's
stockholders (Aldabra's certification of incorporation provides
that if a shareholder chooses not to approve a transaction, the
shareholder may convert his or her shares to cash; if less than
40% of Aldabra's shareholders choose the conversion option, the
transaction will be approved); (ii) receipt of approvals under the
Hart-Scott-Rodino Act; and (iii) receipt of debt financing on
terms and conditions to be approved by Aldabra's and Boise
Cascade's respective board of directors.

At closing, Aldabra will deliver to Boise Cascade approximately
$1.625 billion, of which approximately $1.338 billion will be paid
in cash (less $38 million in cash contributed by Boise Cascade at
closing) and the balance in shares of Aldabra common stock.  The
sources of funds for this transaction will consist of:

    (i) approximately $392 million of net proceeds from Aldabra's
        trust (which takes into account deferred underwriting fees
        and expected interest income projected through closing,
        net of taxes),

   (ii) approximately $946 million in a new debt facility to be
        raised in conjunction with the transaction,

   iii) less $38 million in cash contributed by Boise Cascade, and

   (iv) approximately $325 million of new Aldabra shares that will
        be issued to Boise Cascade.

The number of shares of Aldabra common stock to be issued to Boise
Cascade at closing will be calculated by dividing approximately
$325 million by the average closing price per share of Aldabra
common stock during the 20-day period ending three days prior to
the closing of the transaction.  The parties have agreed that for
purposes of this calculation, the average closing price will not
be higher than $10.00 or lower than $9.54.  Assuming no conversion
rights are exercised and an average closing price of $9.77 (the
midpoint of the range), Boise Cascade would receive 34,510,747
shares of Aldabra common stock, representing 40.0% of BPC's shares
post-closing.

Boise's investment banking advisors on this transaction are
JPMorgan and Goldman Sachs, and Kirkland & Ellis LLP is acting as
legal advisor.

                        About Boise Cascade

Boise Cascade, L.L.C. -- http://www.bc.com/-- headquartered in  
Boise, Idaho, manufactures engineered wood products, plywood,
lumber, and particleboard and distributes a broad line of building
materials, including wood products manufactured by the company.  
Boise also manufactures a wide range of commodity, specialty and
premium papers, including imaging papers for the office and home
and papers for pressure-sensitive applications, as well as
printing and converting papers, containerboard and corrugated
boxes, newsprint, and market pulp.


BOISE CASCADE: Aldabra Deal Prompts S&P's Developing Watch
----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'BB' corporate credit rating and its other ratings on Boise
Cascade LLC on CreditWatch with developing implications.  The
action followed Boise's announcement that it is selling its paper,
packaging and newsprint businesses to unrated Aldabra 2
Acquisition Corp. for $1.63 billion.
     
The CreditWatch placement indicates that the ratings might be
affirmed, raised, or lowered, depending on Boise's credit profile
following the sale.  Boise expects to use a portion of the
$1.34 billion of cash it receives to pay down debt.  The balance
of the sale price will be received in shares of Aldabra common
stock.  The transaction is subject to customary closing and other
conditions, including the receipt of debt financing on terms and
conditions to be approved by Aldabra's and Boise's respective
boards of directors.  Boise had debt, including debt-like
obligations, of $1.4 billion at June 30, 2007.
     
"Following this transaction, Boise will be less diversified,
focusing on wood products manufacturing and building products
distribution," said Standard & Poor's credit analyst Pamela Rice.  
"As a result, we will meet with Boise's management to discuss its
business and growth strategies to assess the company's ongoing
business risk profile.  In addition, we will discuss with
management its post-closing capital structure, financial policies,
and financial projections.  In resolving our CreditWatch listing,
we will continue to monitor developments regarding this
transaction."


BUCKO CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Bucko Construction Co., Inc.
        890 Chase Street
        Gary, IN 46404

Bankruptcy Case No.: 07-22406

Type of business: The Debtor provides asphalt paving, asphalt
                  manufacturing, concrete curbs, gutters and
                  sidewalks, crushing, excavation, remediation,
                  sanitary systems, site development, storm
                  systems, transportation and water systems
                  services.  See http://www.buckoconstruction.com/

Chapter 11 Petition Date: September 8, 2007

Court: Northern District of Indiana (Hammond Division)

Judge: J. Philip Klingeberger

Debtor's Counsel: Samuel T. Miller, Esq.
                  9335 Calumet Avenue, Suite C
                  Munster, IN 46321
                  Tel: (219) 836-2423

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
General Electric Capital                               $1,087,540
Corporation
635 Maryville Centre Drive
Suite 120
St. Louis, MO 63141

Seneca Petroleum Co., Inc.                               $941,251
c/o Pullman Bank & Trust Co.
P.O. Box 94851
Chicago, IL 60690-4851

Ozinga Indiana R.M.C., Inc.                              $758,028
c/o R. Bradley Koeppen, Esq.
14 Indiana Avenue
P.O. Box 209
Valparaiso, IN 46383

Witham Sales & Service, Inc.                             $623,819
c/o Lawrence A. Kalina, Esq.
Spangler Jennings
& Dougherty, P.C.
8396 Mississippi Street
Munster, IN 46321

American Trust & Savings                                 $589,322
1321 119th Street
Whiting, IN 46394

Hanson Aggregates, Inc.                                  $544,833
Material Service
23581 Network Place
Chicago, IL 60673-1235

Equip Finance Partners/Altec                             $500,000
33 Inverness Center Parkway,
Suite 200
Birmingham, AL 35242-4842

U.S.A. Financial Services,                               $450,000
L.L.C.
1983 Marcus Avenue,
Suite C136
Lake Success, NY 11042

General Electric Capital                                 $403,861
Corporation
c/o Jeremy J. Grogg, Esq.
200 East Main Street,
Suite 1000
Fort Wayne, IN 46802

Caterpillar Financial                                    $380,000
Services Corp.
P.O. Box 730669
Dallas, TX 75373-0669

Washington International                                 $344,469
Insurance
c/o John E. Sebastian, Esq.
Hinshaw & Culbertson, L.L.P.
222 N. LaSalle Street,
Suite 300
Chicago, IL 60601

Pampalone Finance Company                                $306,521
c/o David J. Buls, Esq.
9223 Broadway, Suite A
Merrillville, IN 46410

Quanta Services, Inc. (Trans Tech)                       $244,481

The Cincinnati Insurance Company                         $231,577

Quanta Services, Inc. (Trans Tech)                       $219,963

Continental Bank                                         $190,000

I.R.S. Insolvency Group 3                                $154,253

Sunbridge Capital                                        $137,486

William E. Dugan                                         $136,893

Pillar Group Risk Management                             $133,028


C-BASS: Fitch Lowers Rating on 2002-CB1 Class B-2 Certs. to B-
--------------------------------------------------------------
Fitch Ratings has affirmed seven classes and downgraded two
classes from these Credit Based Asset Servicing and Securitization
LLC (C-BASS) issues:

Series 2002-CB1

  -- Class M-2 affirmed at 'AA';
  -- Class B-1 affirmed at 'A';
  -- Class B-2 downgraded to 'B-/DR1' from 'BB'.

Series 2003-CB5

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

The collateral for series 2002-CB1 consists primarily of first
liens extended to sub-prime borrowers and contained a small amount
of FHA/VA loans (less than 3%) and sub-performing and re-
performing loans (14.05% and 9.34%, respectively) at origination.  
The collateral for series 2003-CB5 consists primarily of first
liens extended to sub-prime borrowers.

The affirmations reflect adequate relationships of credit
enhancement to future loss expectations and affect approximately
$54.1 million of outstanding certificates.  The classes with
negative rating actions reflect the deterioration in the
relationship of CE to future loss expectations and affect
approximately $9.9 million of outstanding certificates.

The overcollateralization for series 2002-CB1 has steadily
declined for the past six months decreasing 149 bps since March
2007.  As of the July 2007 remittance period, the cumulative loss
was 6.21% and the 60+ delinquency rate was 22.49%.

Similarly, the OC of series 2003-CB5, has declined over the past
few months and is currently approximately $500,000 below the
target amount.  As of the July 2007 remittance period, the
cumulative loss was 1.36% and the 60+ delinquency rate was 18.07%.

All the above transactions are being serviced by Litton Loan
Servicing LP, which is rated 'RPS1'/Rating Watch Negative by
Fitch.


C-BASS: Fitch Lowers Ratings on $10.5 Million Certificates
----------------------------------------------------------
Fitch Ratings has taken rating actions on C-Bass mortgage pass-
through certificates.  Affirmations total $2.65 billion and
downgrades total $10.5 million.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

C-Bass 2006-CB2

  -- $444.6 million class A affirmed at 'AAA' (BL: 39.87, LCR:
     5.17);

  -- $31.8 million class M-1 affirmed at 'AA+' (BL: 32.52, LCR:
     4.21);

  -- $29.9 million class M-2 affirmed at 'AA+' (BL: 29.48, LCR:
     3.82);

  -- $18 million class M-3 affirmed at 'AA' (BL: 26.70, LCR:
     3.46);

  -- $16.6 million class M-4 affirmed at 'AA-' (BL: 24.13, LCR:
     3.13);

  -- $15.7 million class M-5 affirmed at 'A+' (BL: 21.71, LCR:
     2.81);

  -- $14.7 million class M-6 affirmed at 'A' (BL: 19.41, LCR:
     2.52);

  -- $13.7 million class M-7 affirmed at 'A-' (BL: 17.26, LCR:
     2.24);

  -- $15.7 million class B-1 affirmed at 'BBB+' (BL: 14.99,
     LCR: 1.94);

  -- $9.9 million class B-2 affirmed at 'BBB' (BL: 13.54, LCR:
     1.75);

  -- $8.5 million class B-3 affirmed at 'BB+' (BL: 12.32, LCR:
     1.6).

Deal Summary

  -- Originators: Various;
  -- 60+ day Delinquency: 11.21%;
  -- Realized Losses to date (% of Original Balance): 0.27%;
  -- Expected Remaining Losses (% of Current Balance): 7.72%;
  -- Cumulative Expected Losses (% of Original Balance): 5.49%.


C-Bass 2006-CB4

  -- $276 million class A affirmed at 'AAA' (BL: 32.83, LCR:
     2.81);

  -- $18.2 million class M-1 affirmed at 'AA+' (BL: 30.70, LCR:
     2.63);

  -- $17.1 million class M-2 affirmed at 'AA' (BL: 27.44, LCR:
     2.35);

  -- $10.1 million class M-3 affirmed at 'AA-' (BL: 24.87, LCR:
     2.13);

  -- $8.8 million class M-4 affirmed at 'A+' (BL: 22.63, LCR:
     1.94);

  -- $8.8 million class M-5 affirmed at 'A' (BL: 20.42, LCR:
     1.75);

  -- $8 million class M-6 affirmed at 'A-' (BL: 18.43, LCR:
     1.58);

  -- $9.6 million class B-1 affirmed at 'BBB+' (BL: 16.16, LCR:
     1.38);

  -- $8 million class B-2 affirmed at 'BBB' (BL: 14.25, LCR:
     1.22);

  -- $5.2 million class B-3 affirmed at 'BBB-' (BL: 12.95, LCR:
     1.11);

  -- $3.6 million class B-4 affirmed at 'BB+' (BL: 12.06, LCR:
     1.03).

Deal Summary

  -- Originators: Various;
  -- 60+ day Delinquency: 14.29%;
  -- Realized Losses to date (% of Original Balance): 0.55%;
  -- Expected Remaining Losses (% of Current Balance): 11.67%;
  -- Cumulative Expected Losses (% of Original Balance): 9.18%.

C-Bass 2006-CB5

  -- $273.3 million class A affirmed at 'AAA' (BL: 35.92, LCR:
     3.66);

  -- $20.5 million class M-1 affirmed at 'AA+' (BL: 27.23, LCR:
     2.77);

  -- $18 million class M-2 affirmed at 'AA' (BL: 24.07, LCR:
     2.45);

  -- $11.1 million class M-3 affirmed at 'AA-' (BL: 21.72, LCR:
     2.21);

  -- $9.4 million class M-4 affirmed at 'A+' (BL: 19.35, LCR:
     1.97);

  -- $9.1 million class M-5 affirmed at 'A' (BL: 17.04, LCR:
     1.73);

  -- $8.3 million class M-6 affirmed at 'A-' (BL: 14.92, LCR:
     1.52);

  -- $8 million class B-1 affirmed at 'BBB+' (BL: 12.85, LCR:
     1.31);

  -- $6.4 million class B-2 downgraded to 'BB-' from 'BBB' (BL:
     8.99, LCR: 0.91);

  -- $4.1 million class B-3 downgraded to 'B+' from 'BBB-' (BL:
     8.16, LCR: 0.83).

Deal Summary

  -- Originators: 63% Fremont;
  -- 60+ day Delinquency: 11.26%;
  -- Realized Losses to date (% of Original Balance): 0.27%;
  -- Expected Remaining Losses (% of Current Balance): 9.83%;
  -- Cumulative Expected Losses (% of Original Balance): 7.01%.

C-Bass 2006-CB6

  -- $441 million class A affirmed at 'AAA' (BL: 31.72, LCR:
     3.38);

  -- $25.7 million class M-1 affirmed at 'AA+' (BL: 29.63, LCR:
     3.15);

  -- $30.8 million class M-2 affirmed at 'AA' (BL: 25.89, LCR:
     2.76);

  -- $12.1 million class M-3 affirmed at 'AA-' (BL: 23.93, LCR:
     2.55);

  -- $12.8 million class M-4 affirmed at 'A+' (BL: 21.85, LCR:
     2.33);

  -- $12.1 million class M-5 affirmed at 'A' (BL: 19.88, LCR:
     2.12);

  -- $10.5 million class M-6 affirmed at 'A-' (BL: 18.15, LCR:
     1.93);

  -- $10.1 million class M-7 affirmed at 'BBB+' (BL: 16.42,
     LCR: 1.75);

  -- $6.6 million class M-8 affirmed at 'BBB' (BL: 15.24, LCR:
     1.62);

  -- $10.5 million class B-1 affirmed at 'BBB-' (BL: 13.41,
     LCR: 1.43).

Deal Summary

  -- Originators: Various;
  -- 60+ day Delinquency: 10.90%;
  -- Realized Losses to date (% of Original Balance): 0.17%;
  -- Expected Remaining Losses (% of Current Balance): 9.40%;
  -- Cumulative Expected Losses (% of Original Balance): 7.50%.

C-Bass 2006-CB7

  -- $566.8 million class A affirmed at 'AAA' (BL: 33.69, LCR:
     2.78);

  -- $28.5 million class M1 affirmed at 'AA+' (BL: 30.87, LCR:
     2.55);

  -- $40.8 million class M2 affirmed at 'AA' (BL: 26.23, LCR:
     2.16);

  -- $14.5 million class M3 affirmed at 'AA-' (BL: 24.41, LCR:
     2.01);

  -- $14 million class M4 affirmed at 'A+' (BL: 22.63, LCR:
     1.87);

  -- $14.9 million class M5 affirmed at 'A' (BL: 20.72, LCR:
     1.71);

  -- $9.9 million class M6 affirmed at 'A-' (BL: 19.43, LCR:
     1.6);

  -- $9 million class M7 affirmed at 'BBB+' (BL: 18.22, LCR:
     1.5);

  -- $8.1 million class M8 affirmed at 'BBB' (BL: 17.12, LCR:
     1.41);

  -- $14 million class B1 affirmed at 'BBB-' (BL: 15.22, LCR:
     1.26);

  -- $13.6 million class B2 affirmed at 'BB+' (BL: 13.32, LCR:
     1.1).

Deal Summary

  -- Originators: Various;
  -- 60+ day Delinquency: 10.18%;
  -- Realized Losses to date (% of Original Balance): 0.22%;
  -- Expected Remaining Losses (% of Current Balance): 12.12%;
  -- Cumulative Expected Losses (% of Original Balance):
     10.59%.


CALPINE CORP: Settles Claims With Certain Unsecured Noteholders
---------------------------------------------------------------
Calpine Corporation and its affiliated debtors in possession  have
reached an agreement in principle with an ad hoc group of holders
of the 7.875% Senior Notes due 2008, 7.75% Senior Notes due 2009,
8.625% Senior Notes due 2010, and 8.5% Senior Notes due 2011 and
the indenture trustee for such unsecured notes.  This agreement is
subject to definitive documentation and approval of the U.S.
Bankruptcy Court.

Under the agreement, approximately $109 million of claims for
make-whole premiums asserted by the Calpine Unsecured Noteholders
and disputed by the Debtors have been compromised and settled and
will be allowed as unsecured claims against Calpine in the
aggregate amount of approximately $54.5 million.  These allowed
unsecured claims shall be allocated:

   * 7.875% Senior Notes due 2008 -- $700,000;
   * 7.75% Senior Notes due 2009 -- $2,950,000;
   * 8.625% Senior Notes due 2010 -- $18,250,000; and
   * 8.5% Senior Notes due 2011 -- $32,450,000.

In addition, the Debtors have agreed to pay the reasonable
professional fees incurred by the Calpine Unsecured Noteholders
and the Indenture Trustee.

The Debtors will seek approval of this agreement from the U.S.
Bankruptcy Court on Oct. 10, 2007.

                       About Calpine Corp.

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.


CARRINGTON MORTGAGE: Fitch Affirms Ratings on $4.4 Billion Certs.
----------------------------------------------------------------
Fitch Ratings has affirmed these Carrington Mortgage Loan Trust
mortgage pass-through certificates.

Affirmations total $4.4 billion.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

Carrington 2006-FRE1

  -- $499.6 million class A affirmed at 'AAA' (BL: 48.49, LCR:
     3.95);

  -- $48.0 million class M-1 affirmed at 'AA+' (BL: 42.54, LCR:
     3.46);

  -- $44.5 million class M-2 affirmed at 'AA' (BL: 37.02, LCR:
     3.01);

  -- $26.9 million class M-3 affirmed at 'AA-' (BL: 33.68, LCR:
     2.74);

  -- $24.6 million class M-4 affirmed at 'A+' (BL: 27.72, LCR:   
     2.26);

  -- $23.4 million class M-5 affirmed at 'A+' (BL: 26.28, LCR:
     2.14);

  -- $21.0 million class M-6 affirmed at 'A' (BL: 24.49, LCR:
     1.99);

  -- $19.9 million class M-7 affirmed at 'A-' (BL: 22.33, LCR:
     1.82);

  -- $17.5 million class M-8 affirmed at 'BBB+' (BL: 20.18,
     LCR: 1.64);

  -- $13.4 million class M-9 affirmed at 'BBB+' (BL: 18.59,
     LCR: 1.51);

  -- $14.6 million class M-10 affirmed at 'BBB+' (BL: 17.28,
     LCR: 1.41).

Deal Summary

  -- Originators: 100% Fremont Investment & Loan;
  -- 60+ day Delinquency: 19.91%;
  -- Realized Losses to date (% of Original Balance): 0.07%;
  -- Expected Remaining Losses (% of Current Balance): 12.29%;
  -- Cumulative Expected Losses (% of Original Balance): 8.65%.

Carrington 2006-NC1

  -- $650.4 million class A affirmed at 'AAA' (BL: 40.87, LCR:
     4.57);

  -- $52.5 million class M-1 affirmed at 'AA+' (BL: 32.92, LCR:
     3.68);

  -- $48.9 million class M-2 affirmed at 'AA' (BL: 29.99, LCR:
     3.35);

  -- $28.8 million class M-3 affirmed at 'AA-' (BL: 27.36, LCR:
     3.06);

  -- $26.6 million class M-4 affirmed at 'A+' (BL: 24.69, LCR:
     2.76);

  -- $24.4 million class M-5 affirmed at 'A' (BL: 22.24, LCR:
     2.48);

  -- $22.3 million class M-6 affirmed at 'A-' (BL: 19.96, LCR:
     2.23);

  -- $20.1 million class M-7 affirmed at 'BBB+' (BL: 17.83,
     LCR: 1.99);

  -- $15.8 million class M-8 affirmed at 'BBB' (BL: 16.18, LCR:
     1.81);

  -- $14.4 million class M-9 affirmed at 'BBB-' (BL: 14.72,
     LCR: 1.64);

  -- $14.4 million class M-10 affirmed at 'BBB-' (BL: 13.69,
     LCR: 1.53).

Deal Summary

  -- Originators: 100% New Century Mortgage Corp.;
  -- 60+ day Delinquency: 13.82%;
  -- Realized Losses to date (% of Original Balance): 0.16%;
  -- Expected Remaining Losses (% of Current Balance): 8.95%;
  -- Cumulative Expected Losses (% of Original Balance): 6.30%.

Carrington 2006-NC2

  -- $437.2 million class A affirmed at 'AAA' (BL: 44.39, LCR:
     3.51);

  -- $41.4 million class M-1 affirmed at 'AA+' (BL: 38.19, LCR:
     3.02);

  -- $48.0 million class M-2 affirmed at 'AA' (BL: 29.06, LCR:
     2.30);

  -- $17.8 million class M-3 affirmed at 'AA-' (BL: 27.28, LCR:
     2.16);

  -- $17.8 million class M-4 affirmed at 'A+' (BL: 25.25, LCR:
     2.00);

  -- $17.8 million class M-5 affirmed at 'A' (BL: 22.59, LCR:
     1.79);

  -- $16.9 million class M-6 affirmed at 'A-' (BL: 20.05, LCR:
     1.58);

  -- $16.4 million class M-7 affirmed at 'BBB+' (BL: 17.52,
     LCR: 1.38);

  -- $12.2 million class M-8 affirmed at 'BBB' (BL: 15.65, LCR:
     1.24);

  -- $8.4 million class M-9 affirmed at 'BBB-' (BL: 14.33, LCR:
     1.13);

  -- $10.8 million class M-10 affirmed at 'BB+' (BL: 13.01,
     LCR: 1.03).

Deal Summary

  -- Originators: 100% New Century Mortgage Corp.;
  -- 60+ day Delinquency: 17.59%;
  -- Realized Losses to date (% of Original Balance: 0.08%;
  -- Expected Remaining Losses (% of Current Balance): 12.65%;
  -- Cumulative Expected Losses (% of Original Balance): 9.15%.

Carrington 2006-NC5

  -- $746.4 million class A affirmed at 'AAA' (BL: 50.38, LCR:
     4.94);

  -- $67.6 million class M-1 affirmed at 'AA+' (BL: 33.16, LCR:
     3.25);

  -- $64.6 million class M-2 affirmed at 'AA' (BL: 25.27, LCR:
     2.48);

  -- $21.7 million class M-3 affirmed at 'AA' (BL: 23.75, LCR:
     2.33);

  -- $31.7 million class M-4 affirmed at 'A+' (BL: 21.39, LCR:
     2.10);

  -- $24.1 million class M-5 affirmed at 'A' (BL: 19.12, LCR:
     1.87);

  -- $16.4 million class M-6 affirmed at 'A-' (BL: 17.54, LCR:
     1.72);

  -- $20.5 million class M-7 affirmed at 'BBB+' (BL: 15.50,
     LCR: 1.52);

  -- $12.9 million class M-8 affirmed at 'BBB' (BL: 14.14, LCR:
     1.39);

  -- $17.6 million class M-9 affirmed at 'BBB' (BL: 12.31, LCR:
     1.21);

  -- $20.5 million class M-10 affirmed at 'BB+' (BL: 10.52,
     LCR: 1.03).

Deal Summary

  -- Originators: 100% New Century Mortgage Corp.;
  -- 60+ day Delinquency: 9.76%;
  -- Realized Losses to date (% of Original Balance): 0.02%;
  -- Expected Remaining Losses (% of Current Balance): 10.20%;
  -- Cumulative Expected Losses (% of Original Balance): 9.39%.

Carrington 2006-OPT1

  -- $395.6 million class A affirmed at 'AAA' (BL: 45.76, LCR:
     4.65);

  -- $36.3 million class M-1 affirmed at 'AA+' (BL: 40.02, LCR:
     4.07);

  -- $34.3 million class M-2 affirmed at 'AA+' (BL: 31.59, LCR:
     3.21);

  -- $20.4 million class M-3 affirmed at 'AA' (BL: 29.99, LCR:
     3.05);

  -- $18.4 million class M-4 affirmed at 'AA-' (BL: 27.95, LCR:
     2.84);

  -- $16.9 million class M-5 affirmed at 'A+' (BL: 25.48, LCR:
     2.59);

  -- $15.9 million class M-6 affirmed at 'A-' (BL: 22.97, LCR:
     2.33);

  -- $14.9 million class M-7 affirmed at 'A-' (BL: 20.58, LCR:
     2.09);

  -- $12.9 million class M-8 affirmed at 'BBB+' (BL: 18.52,
     LCR: 1.88);

  -- $10.4 million class M-9 affirmed at 'BBB' (BL: 16.86, LCR:
     1.71);

  -- $12.4 million class M-10 affirmed at 'BBB' (BL: 15.22,
     LCR: 1.55).

Deal Summary

  -- Originators: 100% Option One Mortgage Corp.;
  -- 60+ day Delinquency: 15.99%;
  -- Realized Losses to date (% of Original Balance): 0.11%;
  -- Expected Remaining Losses (% of Current Balance): 9.84%;
  -- Cumulative Expected Losses (% of Original Balance): 6.22%.

Carrington 2006-RFC1

  -- $367.1 million class A affirmed at 'AAA' (BL: 42.49, LCR:
     3.81);

  -- $29.9 million class M-1 affirmed at 'AA+' (BL: 37.11, LCR:
     3.33);

  -- $28.0 million class M-2 affirmed at 'AA+' (BL: 30.14, LCR:
     2.70);

  -- $16.5 million class M-3 affirmed at 'AA' (BL: 28.13, LCR:
     2.52);

  -- $14.9 million class M-4 affirmed at 'AA' (BL: 26.09, LCR:
     2.34);

  -- $14.6 million class M-5 affirmed at 'AA-' (BL: 23.51, LCR:
     2.11);

  -- $12.6 million class M-6 affirmed at 'A+' (BL: 21.25, LCR:
     1.91);

  -- $12.2 million class M-7 affirmed at 'A-' (BL: 19.03, LCR:
     1.71);

  -- $10.7 million class M-8 affirmed at 'BBB+' (BL: 17.10,
     LCR: 1.53);

  -- $7.6 million class M-9 affirmed at 'BBB+' (BL: 15.64, LCR:
     1.40);

  -- $8.8 million class M-10 affirmed at 'BBB' (BL: 14.20, LCR:
     1.27).

Deal Summary

  -- Originators: 100% Residential Funding Corp.;
  -- 60+ day Delinquency: 17.70%;
  -- Realized Losses to date (% of Original Balance: 0.19%;
  -- Expected Remaining Losses (% of Current Balance): 11.14%;
  -- Cumulative Expected Losses (% of Original Balance): 8.07%.


CATHOLIC CHURCH: Davenport Paper Says Lawyers Crippling Church
--------------------------------------------------------------
The Catholic Messenger, the official weekly newspaper of the
Diocese of Davenport, said new surveys confirm that Catholics have
been shocked and shaken by the sex-abuse scandals but have not
abandoned the Church.

The Messenger pointed out that with the current situation of the
Church and the alleged victims, it is not the priests or the
bishops who are punished, but the ordinary Catholic because the
Church of the current generation is crippled by payments for
clergy sex abuse.

"Not that we lack sympathy for people who were abused and their
families . . .  Our sympathy is strained, though, when the drive
for money as compensation looks more like blind lashing-out
punishment of the church as a whole," Frank Wessling, an editorial
board member of The Messenger, wrote.

The Diocese will liquidate all its assets, currently totaling
$12,500,000, to pay its creditors, the Gazette Online reports.

Mike Uhde, chairman of the Diocese's Official Committee of
Unsecured Creditors and who was awarded $1,500,000 by a Scott
County jury for the abuse he suffered by a Diocesan priest, told
the Gazette that the editorial was not surprising.  

Mr. Uhde said the Diocese may be sympathetic on some level but
"that sympathy is quickly overridden in every case I've seen by
their desire to protect their secrets and to protect their
assets."

Barb Arland-Fye, of The Messenger, told the Gazette that she
interpreted Mr. Wessling's statement about the "strained sympathy"
as "criticism of lawyers trying to benefit from the scandal by
filing lawsuits."  

The editorial clearly supports the abused, Ms. Arland-Fye said.

The Diocese of Davenport in Iowa filed for chapter 11 protection
(Bankr. S.D. Ia. Case No. 06-02229) on October 10, 2006.  Richard
A. Davidson, Esq., at Lane & Waterman LLP, represents the
Davenport Diocese in its restructuring efforts.  Hamid R.
Rafatjoo, Esq., and Gillian M. Brown, Esq., of Pachulski Stang
Zhiel & Jones LLP represent the Official Committee of Unsecured
Creditors.  In its schedules of assets and liabilities, the
Davenport Diocese reported $4,492,809 in assets and $1,650,439 in
liabilities.  The Debtor’s exclusive period to file a chapter 11
plan expires on Oct. 1, 2007.  (Catholic Church Bankruptcy News,
Issue No. 101; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: San Diego Settles 144 Sex-Abuse Suits for $198MM
-----------------------------------------------------------------
The Roman Catholic Bishop of San Diego agreed to pay $198,125,000
to 144 people who have filed lawsuits regarding sexual abuse.  The
agreement followed two days of intense mediation talks between the
Diocese, lawyers, and abuse victims before Federal Magistrate
Judge Leo Papas.

For 111 cases, the Diocese will pay $77,071,350, and its insurance
carrier, Catholic Mutual, will pay $75,650,000, for a total of
$152,721,350.  The Diocese will pay $30,269,098 for 22 cases
involving members of religious orders, part of which the Church
hopes to recover from the communities.  The Diocese of San
Bernardino, with help from Catholic Mutual, will also pay
$15,134,552 for 11 cases.

A state judge will determine in a week or two the amount each
victim will receive, said Irwin M. Zalkin, an attorney for 33
victims in the case, according to the San Diego Union-Tribune.
Victims will likely get two payments, in January and in September
2008.

Earlier this year, the Diocese offered to pay $95,000,000 as
settlement payment.  The victims demanded the Diocese pay
$200,000,000.

The settlement covers all 144 cases ranging from 1938 to 1993,
with the majority occurring in the 1960s and 70s.

                  About the San Diego Diocese

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

The San Diego Diocese filed for chapter 11 protection on Feb. 27,
2007 (Bankr. S.D. Calif. Case No. 07-00939).  Gerald P. Kennedy,
Esq., at Procopio, Cory, Hargreaves and Savitch LLP, represents
the Diocese.  Attorneys at Pachulski Stang Ziehl & Jones LLP
represent the Official Committee of Unsecured Creditors.  In its
schedules of assets and liabilities, the Diocese listed total
assets of $152,510,888 and total liabilities of $72,754,092.  On
March 27, 2007, the Debtor filed its plan and disclosure
statement.  San Diego's exclusive period to file a chapter 11 plan
expires on Oct. 15, 2007.


CATHOLIC CHURCH: San Diego Wants Chapter 11 Case Dismissed
----------------------------------------------------------
The Roman Catholic Bishop of San Diego says that as part of the
settlement it entered into with regards to sex-abuse lawsuits, tit
will ask Judge Louise DeCarl Adler of the U.S. Bankruptcy Court
for the Southern District of California to dismiss its Chapter 11
case.

"To realize this settlement, we have found it necessary to
petition for release from bankruptcy court," Rev. Robert H. Brom,
bishop of San Diego, said in a pastoral letter.  

"We filed for Chapter 11 reorganization in the hope that we could
accomplish a fair and equitable compensation for all of the
victims of abuse without disrupting the core mission of the
Church, especially in the life of our parishes and schools.  Since
this effort failed, we have accepted a plan for the compensation
of victims, even though the total settlement amount actually takes
us beyond available resources and will result in some damaging
consequences for the mission of the Church in this diocese for a
number of years," Rev. Brom explained.

In resolving the financial ramifications of the settlement, Rev.
Brom wrote, parish assets and contributions designated for
specific diocesan ministries and programs or projects will be
respected.

"Some have accused the diocese of engaging in delay tactics in
order to avoid our responsibility to victims.  I want to assure
you, on the contrary, that we have done our best all along the way
to bring this matter to conclusion with justice for all involved,
but many forces beyond our control have complicated the process,"
he added.

Another important part of the agreement was the Diocese's promise
to release church documents about priest abuse, said Mr. Zalkin.  
He said that without that concession, the victims would not have
agreed to settle their claims, says the Union-Tribune.

Mr. Zalkin told the Tribune that the priests and church workers
accused in the case cannot face prosecution because the criminal
statute of limitations has expired.

AS reported in the Troubled Company Reporter on Sept. 7, 2007,
Judge Adler had adjourned to Sept. 11, 2007, the hearing on the
order to show cause why Debtor’s Chapter 11 case should not be
dismissed.  The Court has adjourned the hearing on the Show Cause
Order to October 2, 2007.

                  About the San Diego Diocese

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

The San Diego Diocese filed for chapter 11 protection on Feb. 27,
2007 (Bankr. S.D. Calif. Case No. 07-00939).  Gerald P. Kennedy,
Esq., at Procopio, Cory, Hargreaves and Savitch LLP, represents
the Diocese.  Attorneys at Pachulski Stang Ziehl & Jones LLP
represent the Official Committee of Unsecured Creditors.  In its
schedules of assets and liabilities, the Diocese listed total
assets of $152,510,888 and total liabilities of $72,754,092.  On
March 27, 2007, the Debtor filed its plan and disclosure
statement.  San Diego's exclusive period to file a chapter 11 plan
expires on Oct. 15, 2007.


CATHOLIC CHURCH: Spokane Settlement Conference Set for Sept. 20
---------------------------------------------------------------
Judge Gregg W. Zive, retired chief bankruptcy judge of the United
States Bankruptcy Court for the District of Nevada and the
mediator of the Diocese of Spokane's bankruptcy case, will
commence a settlement conference on Sept. 20, 2007, at 9:00 a.m.,
in the United States Courthouse, at 300 Booth 18 Street, in Reno,
Nevada, for the settlement of the clergy sexual claims that
underwent mediation.

Judge Zive orders that all counsel of record that will be
participating in the trial of the bankruptcy case, all parties
appearing pro se, if any, and all individual parties must be
present.  

In case of non-individual parties, a representative, with binding
authority to settle, should be present for the duration of the
Settlement Conference, Judge Zive notes.  He adds that only upon
obtaining an order from the Settlement Conference judge in
advance of the Settlement Conference may a party participate
telephonically.  A party requesting exception to the attendance
requirements must submit the request in advance for approval.

           Preparation for the Settlement Conference

According to Judge Zive, seven days before the Settlement
Conference, the Parties will exchange written settlement offers;
and four days before the Settlement Conference, each Party should
submit a confidential Settlement Conference Statement.  

Judge Zive warns that if the documents are not timely filed,
sanctions may be imposed.

The Settlement Conference Statement will contain:

  (1) a brief statement of the nature of the Claim;

  (2) concise summary of the evidence that supports theory of
      the Claim, including information documenting damages
      claims, including documents or exhibits that are relevant
      to key factual or legal issues;

  (3) a brief analysis of the key issues involved in the Claim;

  (4) a discussion of the strongest points in the Claim, both
      legal and factual, and a frank discussion of the weakest
      points.  A candid evaluation of the merits of the Claim is
      expected;

  (5) a further discussion of the strongest and weakest points
      in the opponents' claim, but only if they are more than
      simply the converse of the weakest and strongest points in
      the Claim;

  (6) a history of settlement discussions, if any, which details
      the demands and offers made, and the reasons they have
      been rejected;

  (7) settlement proposal that the Claimants believe would be
      fair; and

  (8) the settlement proposal that the Claimant would honestly
      be willing to make to conclude the matter and stop the
      expense of litigation.

"In order to facilitate a meaningful conference, your utmost
candor in responding to all . . . questions is required.  The
confidentiality of each statement will be strictly maintained and
following the conference, the statements will be destroyed,"
Judge Zive says.

Judge Zive instructs parties not to (i) serve a copy of the
Statement to the opposing counsel and (ii)  deliver or mail it to
the Court's Clerk.  He says that the Statement should be
delivered to the chambers in an envelope marked, "Contains
Confidential Settlement Brief" or to fax it directly to him.

Judge Zive warns that he will impose sanctions to those who fail
to appear in the Settlement Conference.  However, if the matter
is settled before the Settlement Conference starts, the Parties
must notify Judge Zive's calendar clerk, to update the Court's
calendar.

                    About The Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan
to the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  On April 24,
2007, the Court confirmed Spokane's 2nd Amended Joint Plan.  That
plan became effective on May 31, 2007.

(Catholic Church Bankruptcy News, Issue No. 101; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000).


CENTEX HOME: Fitch Holds Ratings on $873.5 Million Certificates
---------------------------------------------------------------
Fitch Ratings has taken these rating actions on Centex Home Equity
Loan asset-backed certificates.

Affirmations total $873.5 million.  Break Loss percentages and
Loss Coverage Ratios for each class are included with the rating
actions as:

Centex 2005-A

  -- $81.1 million class A affirmed at 'AAA' (BL: 81.18, LCR:
     12.84);

  -- $41.2 million class M-1 affirmed at 'AA+' (BL: 64.48, LCR:
     10.20);

  -- $37 million class M-2 affirmed at 'AA' (BL: 51.99, LCR:
     8.22);

  -- $20.4 million class M-3 affirmed at 'AA-' (BL: 30.45, LCR:
     4.82);

  -- $18 million class M-4 affirmed at 'A+' (BL: 26.96, LCR:
     4.26);

  -- $17.6 million class M-5 affirmed at 'A' (BL: 23.73, LCR:
     3.75);

  -- $16.7 million class M-6 affirmed at 'A-' (BL: 20.50, LCR:
     3.24);

  -- $14.3 million class M-7 affirmed at 'BBB+' (BL: 17.81,
     LCR: 2.82);

  -- $13 million class B affirmed at 'BBB' (BL: 15.79, LCR:
     2.5).

Deal Summary

  -- Originators: Centex (100%);
  -- 60+ day Delinquency: 13.50%;
  -- Realized Losses to date (% of Original Balance): 0.57%;
  -- Expected Remaining Losses (% of Current Balance): 6.32%;
  -- Cumulative Expected Losses (% of Original Balance): 2.56%.

Centex 2006-A

  -- $511 million class A affirmed at 'AAA' (BL: 36.50, LCR:
     5.52);

  -- $35.5 million class M-1 affirmed at 'AA+' (BL: 29.21, LCR:
     4.42);

  -- $32.5 million class M-2 affirmed at 'AA' (BL: 26.18, LCR:
     3.96);

  -- $18.5 million class M-3 affirmed at 'AA-' (BL: 24.12, LCR:
     3.65);

  -- $17 million class M-4 affirmed at 'A+' (BL: 21.77, LCR:
     3.29);

  -- $16 million class M-5 affirmed at 'A' (BL: 19.53, LCR:
     2.95);

  -- $14.5 million class M-6 affirmed at 'A-' (BL: 17.44, LCR:
     2.64);

  -- $13 million class M-7 affirmed at 'BBB+' (BL: 15.49, LCR:
     2.34);

  -- $12.5 million class M-8 affirmed at 'BBB' (BL: 13.44, LCR:
     2.03);

  -- $8.5 million class M-9 affirmed at 'BBB-' (BL: 10.02, LCR:
     1.52);

  -- $6.5 million class M-10 affirmed at 'BB+' (BL: 9.20, LCR:
     1.39);

  -- $10 million class M-11 affirmed at 'BB' (BL: 8.54, LCR:
     1.29).

Deal Summary

  -- Originators: Centex (100%);
  -- 60+ day Delinquency: 7.79%;
  -- Realized Losses to date (% of Original Balance): 0.03%;
  -- Expected Remaining Losses (% of Current Balance): 6.61%;
  -- Cumulative Expected Losses (% of Original Balance): 4.76%.


CENTRIX FINANCIAL: U.S. Trustee Withdraws Plea for Case Conversion
------------------------------------------------------------------
Charles F. McVay, the U.S. Trustee for Region 19, withdrew his
request for the U.S. Bankruptcy Court for the District of Colorado
to convert Centrix Financial LLC and its debtor-affiliates’
chapter 11 proceedings to a chapter 7 liquidation.

The U.S. Trustee, on June 22, 2007, had asked the Court to convert
the cases contending that the Debtors were accruing administrative
expenses and that they, along with the Official Committee of
Unsecured Creditors, have yet to file a Plan of Liquidation.

The Debtor, Committee, Lyndon Property Insurance Company and
Centrix Funds, objected to the Trustee’s request.

The Trustee says that a July 24, 2007 hearing, a settlement
agreement of the Motion and joinder by Landmark Credit Union, with
the Debtor and the Committee was placed on the record.

The terms of the settlement include:

    a) the continuation of the hearing on U.S. Trustee’s Motion to
       Convert;

    b) that the Debtors would immediately request a bar date for
       administrative expense;

    c) the freeze on administrative expenses would be lifted for
       the Debtor and the Committee’s professionals;

    d) that those professionals would provide the U.S. Trustee
       with budgets of their proposed fees and that any further
       payments made would be pursuant to the budget; and

    e) that a liquidating plan would be filed by Nov. 1, 2007.

The Trustee discloses that the Committee and the Debtor have met
the terms of the settlement and is diligently working towards
filing a plan prior to the Nov. 1, 2007 date.

Headquartered in Reno, Nevada, Centrix Financial LLC provides
subprime auto loans.  Centrix and its affiliates filed separate
Chapter 11 petitions on Sept. 19, 2006 (Bankr. Dist. Nev. Lead
Case No. 06-50631).  CMGN LLC, one of the affiliates, filed its
Chapter 11 petition on Sept. 4, 2006 (Bankr. Dist. Nev. Case
No:06-50631).

Three of Centrix Financial's creditors, IFC Credit Corporation,
Suntrust Leasing, and Wells Fargo Equipment Finance, had filed
involuntary chapter 11 petition against the Debtors on Sept. 15,
2006 (Bankr. Dist. Colo. Case No. 06-16403).  The Creditors assert
they are owed more than $4.6 million.  Lee M. Kutner, Esq., at
Kutner Miller, P.C., and David von Gunten, Esq., at Von Gunten Law
LLC, represent the creditor petitioners.  The Debtors' cases has
been consolidated and transferred on Sept. 27, 2006 (Bankr. Dist.
Colo. Lead Case No. 06-16403).

Craig D. Hansen, Esq., Thomas J. Salerno, Esq., and Sean T. Cork,
Esq., at Squire, Sanders & Dempsey, L.L.P., represent the Debtors.  
Lawrence Bass, Esq., and Elizabeth K. Flaagan, Esq., at Holme
Roberts & Owen LLP, is the Debtors’ co-counsel.  Michael P.
Richman, Esq., at Foley & Lardner LLP, represents the Official
Committee of Unsecured Creditors.  Douglas W. Jessop, Esq., and
Kerstin E. Kass, Esq., at Jessop & Company, P.C., acts as the
Committee’s co-counsel.  In schedules filed with the Court,
Centrix Financial discloses total assets of $23,928,171 and total
debts of $109,189,359.


CITIGROUP COMMERCIAL: Credit Enhancement Cues S&P to Hold Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of commercial mortgage pass-through certificates from
Citigroup Commercial Mortgage Trust 2004-C1.  Concurrently, S&P
affirmed its ratings on 13 classes from the same series.
     
The affirmation of the 'BB' rating on the class PM certificate
follows S&P's analysis of the Pecanland Mall loan.  The cash flow
for this certificate is solely dependent on the operating
performance of the mall.
     
The raised and affirmed ratings on the pooled certificates reflect
credit enhancement levels that provide adequate support through
various stress scenarios.  The upgrades also reflect defeasance of
the collateral securing 21% ($219.6 million) of the pool.
     
As of the Aug. 17, 2007, remittance report, the trust collateral
consisted of 103 mortgage loans with an aggregate principal
balance of $1.06 billion, down from 115 loans totaling $1.18
billion at issuance.  The master servicer, Wachovia Bank N.A.,
reported financial information for 97% of the nondefeased loans.  
Ninety-five percent of the servicer-reported information was full-
year 2006 data.  Using this information, Standard & Poor's
calculated a weighted average debt service coverage of 1.61x, up
from 1.48x at issuance.  Although all of the loans in the pool are
current, two loans ($24.2 million) are with the special servicer,
LNR Partners Inc.  The trust has experienced no losses to date.
     
The top 10 exposures secured by real estate have an aggregate
outstanding balance of $385.6 million (36%) and a weighted average
DSC of 1.73x, up from 1.61x at issuance.  Standard & Poor's
reviewed the property inspection reports provided by Wachovia for
the assets underlying the top 10 exposures, and all were reported
to be in "good" condition.
     
Three exposures exhibited credit characteristics consistent with
those of investment-grade obligations at issuance and continue to
do so.  Details are as:

     -- The largest exposure in the pool ($89.8 million, 8%) is
        secured by 619,300 sq. ft. of a 1.3 million-sq.-ft.
        regional mall, Yorktown Center, in Lombard, Illinois.  
        Standard & Poor's underwritten net cash flow is
        comparable to its level at issuance. Reported DSC was
        1.98x as of year-end 2006, and occupancy was 87% as of
        July 2007, compared with a DSC of 1.96x and occupancy
        of 83% at issuance.

     -- Pecanland Mall, the second-largest exposure in the
        pool, is split into two pieces: a $59.9 million (6%)
        in-trust senior portion, and an $856,600 subordinate
        portion that is raked to the PM certificate class.  The
        loan is secured by 349,100 sq. ft. of a 947,200-sq.-ft.
        enclosed single-story regional mall in Monroe,
        Louisiana.  Although reported DSC had increased to
        1.97x as of year-end 2006 from 1.83x at issuance, in-
        line occupancy had declined to 81% as of July 2007,
        from 97% at issuance.  While reported NCF has increased
        slightly since issuance, Standard & Poor's adjusted NCF
        was down from issuance because S&P did not give full
        credit to income from temporary tenants, which is
        approximately 10% of effective gross income in the
        analysis.

     -- The seventh-largest exposure in the pool ($25.7
        million, 2%), DFS-Guam, is secured by 262,100 sq. ft.
        of gross land area, which was improved upon by DFS
        Galleria Shopping Center; 73,600 sq. ft. of the
        205,400-sq.-ft.  DFS leasehold development is situated
        on the mortgaged real property in Tumon Bay, Guam.
        Standard & Poor's adjusted NCF has been stable since
        issuance.  DSC was 1.42x and occupancy was 100% as of
        year-end 2006, compared with a DSC of 1.55x and
        occupancy of 100% at issuance.
     
The largest exposure with the special servicer, Delray Bay
Apartments, is a 166-unit multifamily apartment complex in Delray
Beach, Florida.  The $17.2 million loan, which is current, was
transferred to LNR in May 2007 due to inadequate windstorm
insurance coverage.  The borrower has indicated that the windstorm
policy was subsequently placed on the property in June 2007.  LNR
is awaiting receipt of proper insurance coverage documentation
before returning the loan to the master servicer.  Reported year-
end 2006 DSC and occupancy were 1.24x and 82%, respectively.
     
Foxcroft Apartments, the remaining exposure with the special
servicer, is a $7 million loan that is current.  A 226-unit
multifamily apartment complex in Statesville, North Carolina,
secures this loan, which was transferred to LNR in March 2007
after the borrower noted cash flow issues.  The loan has since
been transferred back to Wachovia for servicing and was
subsequently defeased.
     
The master servicer reported eight loans totaling $38.4 million
(4%) on the watchlist.  These loans are on the watchlist due to
low DSCs, low occupancies, and/or upcoming lease expirations.
     
Standard & Poor's stressed various assets in the mortgage pool as
part of its analysis, including those with the special servicer,
on the watchlist, or otherwise considered credit impaired.  The
resultant credit enhancement levels adequately support the raised
and affirmed ratings.


                         Ratings Raised

           Citigroup Commercial Mortgage Trust 2004-C1
          Commercial mortgage pass-through certificates

                      Rating
                      ------
          Class    To         From   Credit enhancement
          -----    --         ----    ----------------
          B        AAA        AA           14.02%
          C        AA+        AA-          12.77%
          D        A+         A            10.27%
          E        A          A-            9.02%
          F        A-         BBB+          7.63%

                       Ratings Affirmed
  
          Citigroup Commercial Mortgage Trust 2004-C1
         Commercial mortgage pass-through certificates

           Class        Rating    Credit enhancement
           -----        ------    ------------------
           A-2          AAA            16.93%
           A-3          AAA            16.93%
           A-4          AAA            16.93%
           G            BBB             6.52%
           H            BBB-            4.72%
           J            BB+             4.16%
           K            BB              3.61%
           L            BB-             3.05%
           M            B+              2.50%
           N            B               2.22%
           P            B-              1.80%
           X            AAA              N/A
           PM           BB               N/A

                    N/A – Not applicable.


CLEARANT INC: Posts $848,000 Net Loss in Quarter Ended June 30
--------------------------------------------------------------
Clearant Inc. reported a net loss of $848,000 for the three months
ended June 30, 2007, a decrease from the $2.3 million net loss
reported in the same period last year.

Revenue for the three months ended June 30 went up to $168,000
from $106,000 in the same period in 2006.

At June 30, 2007, the company's consolidated balance sheet showed
$4.4 million in total assets, $3.3 million in total liabilities,
and $1.1 million in total stockholders' equity.

The company's consolidated balance sheet at June 30, 2007, however
showed strained liquidity with $3.1 million in total current
assets available to pay $3.3 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the three and six months ended June 30, 2007, are
available for free at http://researcharchives.com/t/s?2329

                     Going Concern Doubt

Singer Lewak Greenbaum & Goldstein LLP, in Los Angeles, expressed
substantial doubt about Clearant 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
negative cash flow from operations.

                       About Clearant Inc.

Headquartered in Los Angeles, Clearant Inc. (OTC BB: CLRA.OB) --
http://www.clearant.com/-- is a biotechnology company which has  
developed the patent-protected Clearant Process, which
substantially reduces all types of bacteria and viruses in
biological products while maintaining the functionality of the
underlying tissue implant or protein.


CLINICAL DATA: Releases Results on Phase III Study of Vilazodone
----------------------------------------------------------------
Clinical Data Inc. said last week positive results in its pivotal
Phase III study of its investigative compound Vilazodone. In the
study, the primary and supportive secondary efficacy endpoints
were met.  In addition, the study separately identified candidate
biomarkers for a potential companion pharmacogenetic test for
response to Vilazodone.  In development for the treatment of
depression, Vilazodone combines the mechanisms of action of both a
Selective Serotonin Reuptake Inhibitor (SSRI) and a 5HT1A partial
agonist, making this the only compound which combines two
mechanisms used as first and second line treatments for mood
disorders.

The randomized, double-blind, placebo-controlled, ten-site trial
enrolled 410 adult patients with major depressive disorder and
achieved the primary endpoint of mean change from baseline in the
Montgomery-Åsberg Depression Rating Scale total score compared to
placebo (p=.001).  Vilazodone also met a key secondary endpoint of
the study, as measured by mean change from baseline on the
Hamilton Depression Rating Scale (p=.022).  These two rating
scales are the most common psychometric measures of response to
antidepressants.  The safety profile appears to be similar to
currently marketed SSRIs.

"We are extremely pleased with the results and thank the
Vilazodone team for all their hard work on this trial," said Carol
R. Reed, M.D., the company's chief medical officer.  "To have
achieved significance on the primary efficacy endpoint supports
not only our expertise in drug development but the stand-alone
potential of this novel compound for the treatment of depression.
To have also identified potential biomarkers for response to
Vilazodone is testament to Clinical Data's biomarker expertise.
The implications for patients suffering from depression are
exciting.  We look forward to meeting with the FDA to discuss our
remaining clinical trials program in support of our NDA filing on
this important new therapeutic candidate and on a potential
genetically based companion diagnostic."

Drew Fromkin, president and chief executive officer of Clinical
Data, added, "These positive results are a validation of Clinical
Data's ability to advance the Vilazodone program through this
Phase III trial with no additional external partnering or funding,
resulting in a significant value proposition for our shareholders.
We plan to aggressively pursue our development program for
Vilazodone.  With success in this endeavor, our novel dual-action
compound could substantially improve the economic and clinical
equation for the treatment of depression.  This positive result
with Vilazodone to date, coupled with our demonstrated ability to
bring proprietary, pharmacogenetic tests to market, signals a new
era for Clinical Data."

Vilazodone is a dual serotonergic Phase III antidepressant that
Clinical Data is developing in parallel with genetic biomarkers to
guide the use of this novel antidepressant.  The worldwide rights
to develop and commercialize Vilazodone were acquired from Merck
KGaA of Darmstadt, Germany, in September 2004.

                       About Clinical Data

Headquartered in Newton, Mass, Clinical Data Inc. (Nasdaq: CLDA)
-- http://www.clda.com/-- is a global biotechnology company.  The  
company's PgxHealth division focuses on genetic test and biomarker
development to help predict drug safety and efficacy, thereby
reducing health care costs and improving clinical outcomes.  Its
Cogenics division provides molecular and pharmacogenomics services
to both research and regulated environments.  Its Vital
Diagnostics division offers in vitro diagnostics solutions for the
clinical laboratory.

At June 30, 2007, the company's consolidated balance sheet showed
$74.9 million in total assets, $28.4 million in total liabilities,
and $46.5 million in total stockholders' equity.

                          *     *     *

Deloitte & Touche LLP, in Boston, expressed substantial doubt
about Clinical Data Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended March 31, 2007, and 2006.  The auditing firm
pointed to the company's accumulated deficit, negative cash flows
from operations and the expectation that the company will continue
to incur losses in the future.


COATES INT'L: June 30 Balance Sheet Upside-Down by $2.3 Million
---------------------------------------------------------------
Coates International Ltd. reported total assets of $2.9 million
and total liabilities of $5.2 million at June 30, 2007, resulting
in a $2.3 million total stockholders' deficit.

The company reported a net loss of $768,326 in the three months
ended June 30, 2007, an increase from the $462,497 net loss
reported in the same period ended June 30, 2006, mainly due to an
increase in research and development costs.

No revenues were generated for the three month periods ended
June 30, 2007, and 2006.

Research and development expenses were approximately $291,000 and
$0 for the three month periods ended June 30, 2007 and 2006,
respectively.  This increase in research and development costs was
attributable to the company's resumption of its efforts towards
making the final refinements to its prototype CSRV engine
generator.  Included in the amount for the three months ended
June 30, 2007, is approximately $204,000 of stock based
compensation expense.

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?2328

                       Going Concern Doubt

Weiser LLP, in New York, expressed substantial doubt about Coates
International Ltd.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
quarter ended March 31, 2007.  The auditing firm pointed to the
company's recurring losses from operations, working capital
deficit, and stockholders' deficiency.

                    About Coates International

Headquartered in Wall Township, New Jersey, Coates International
Ltd. (OTC BB: COTE.OB) -- http://www.coatesengine.com/-- has    
substantially completed the development of the Coates spherical
rotary valve engine.  The company is now engaged in adapting its  
technology to manufacturing industrial engines to power electric
generators with output of up to 300kw, depending on the primary
fuel.  Thereafter, the company intends to manufacture engines for
multiple other applications and uses.


CONEXANT SYSTEMS: Appoints Karen Roscher as Senior VP and CFO
-------------------------------------------------------------
Karen Roscher has joined Conexant Systems Inc. on Sept. 10, 2007,
as senior vice president and chief financial officer.

Ms. Roscher, 48, replaces J. Scott Blouin, who will be leaving
Conexant to pursue other opportunities.  In her new role, Karen
will report to Dan Artusi, Conexant president and chief executive
officer.

Ms. Roscher spent 26 years in a variety of financial management
positions with Motorola, Inc. and Freescale Semiconductor Inc,
which was spun-off from Motorola in 2004, and acquired by a
Blackstone-led consortium of private-equity partners in 2006.   
Recently, she served as Freescale's vice president of corporate
financial planning and analysis and was responsible for financial
modeling, forecasting, and budgeting for the company.  

Prior to that, she was Freescale's vice president of Tax, and vice
president and corporate controller responsible for worldwide
transactional services and external reporting.  At Motorola, she
served as vice president and Financial Planning and Analysis
Director for the Semiconductor Products Sector, vice president and
Networking and Computing Systems Group Finance Director, and
Semiconductor Sector Headquarters Controller.  

Ms. Roscher earned a bachelor's degree in accounting and a
master's degree in business administration, both from Arizona
State University.  She is also a certified public accountant.

Ms. Roscher will be relocating from Austin, Texas, to the
company's offices in Newport Beach, California.

"Karen is a seasoned semiconductor-industry veteran with
impeccable credentials and an outstanding addition to Conexant's
senior leadership team," Mr. Artusi said.  "I am confident that
the breadth and depth of her financial-management experience will
enable her to make invaluable contributions as we concentrate on
the critical tasks of sharpening our focus and improving our
business and financial performance as quickly as possible.  I had
the pleasure of working with Karen for many years at Motorola
Semiconductor and know her to be a smart, dedicated, and energetic
professional who possesses the highest level of integrity."

"I'd also like to thank Scott for his dedication and contributions
during his time with the company," Mr. Artusi said.  "Scott
provided financial guidance and expertise as Conexant executed
many high-profile transactions over a period of years.  He also
provided an informed perspective and valuable assistance during my
first sixty days with the company.  On behalf of the entire
Conexant team, I'd like to wish him the best in his future
endeavors."

"The opportunity to serve as Conexant's chief financial officer
represents the high point of my career," Ms. Roscher said.  "The
company has an exceptional portfolio of products and solid
prospects, and this appointment will allow me to apply my
experience with the Conexant team as we work to improve financial
performance and enhance value over time. I'm excited about the
prospect of teaming up with Dan again and eager to begin my new
assignment."

                   About Conexant Systems

Headquartered in Newport Beach, California, Conexant Systems Inc.
(NASDA: CNXT) -- http://www.conexant.com/-- designs, develops and  
sells semiconductor system solutions that connect personal access
products such as set-top boxes, residential gateways, PCs and game
consoles to voice, video and data processing services over
broadband and dial-up connections.  Key semiconductor products
include digital subscriber line and cable modem solutions, home
network processors, broadcast video encoders and decoders, digital
set-top box components and systems solutions, and the company's
foundation dial-up modem business.

                       *     *     *

As reported in the Troubled Company Reporter on Aug. 2, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Conexant Systems Inc to 'B-' from 'B', and its senior
secured debt rating to 'B+' from 'BB-', based on recent
unfavorable operating trends.  The outlook is stable.


CONSECO INC: Sub-Par Earnings Cues Moody's to Change Outlook
------------------------------------------------------------
Moody's Investors Service changed the outlook on the ratings of
Conseco Inc. (senior bank facility at Ba3) and its insurance
subsidiaries to negative from stable.  The rating agency also
affirmed Conseco's debt and the insurance financial strength
ratings on its insurance subsidiaries.

According to Scott Robinson, Vice President and Senior Credit
Officer, "Our decision to change the rating outlook to negative
from stable was largely predicated on the company's sub-par
earnings results over the last year.  While Conseco has made
meaningful progress in improving its capital structure and the
capital adequacy of the core insurance companies remains strong,
we remain concerned with the number of continuing one-time
charges."

Most recently, Conseco's second quarter 2007 pretax operating loss
was $54 million and net loss (including preferred dividends) was
$65 million.  These latest GAAP earnings were well below Moody's
expectations.  The primary contributor to Conseco's weak overall
results in this latest reporting period was the company's ongoing
issues with its block of runoff long-term care business, which has
historically been very unprofitable.  This segment reported a
pretax operating loss of $133 million, driven largely by $110
million of reserve strengthening during the quarter.

Robinson added that "Aside from the associated financial strain
and earnings uncertainty this runoff business introduces, it
utilizes significant management resources that could otherwise be
focused on improving the core, ongoing business."

Moody's stated that the current ratings include these
expectations.  Failure to meet these expectations would place
downward pressure on the company's ratings:

-- Adjusted GAAP EBIT coverage of at least two times;

-- RBC ratio on a consolidated basis in the range of 300 to
    325%, and RBC ratio of each statutory operating entity,
    excluding CSHIC, of at least 200%; RBC ratio of companies
    actively marketing insurance products of at least 250%;

-- Annual run-rate consolidated statutory EBIT of at least
    $150 million.

Given Conseco's current negative outlook, Moody's believes that
upward ratings movements are unlikely in the near term. However,
the rating agency indicated that factors that could lead to a
stable rating outlook for the company include:

-- The absence of material "one time" earnings charges and a
    clean Section 404 audit opinion

-- Parent company liquidity of at least 1 times the annual
    fixed charge amount of the holding company;

-- Annual run-rate consolidated statutory EBIT of at least
    $180 million;

-- Mitigation of the level of risk and uncertainty associated
    with the company's run off long-term care block.

These ratings were affirmed and the outlook changed to negative
from stable:

Bankers Life and Casualty Company

-- insurance financial strength rating at Baa3;

Conseco Insurance Company

-- insurance financial strength rating at Baa3;

Conseco Health Insurance Company

-- insurance financial strength rating at Baa3;

Colonial Penn Life Insurance Company

-- insurance financial strength rating at Baa3;

Conseco Life Insurance Company

-- insurance financial strength rating at Baa3;

Conseco Senior Health Insurance Company

-- insurance financial strength rating at Caa1;

Washington National Insurance Company

-- insurance financial strength rating at Baa3;

Conseco Inc. bank debt at Ba3;

Conseco, Inc. senior convertible debentures at B1.

The last rating action took place on June 14, 2007 when Moody's
assigned a Ba3 rating to the $200 million incremental senior
secured credit facility of Conseco Inc.  Proceeds from the
$200 million incremental facility, due 2013, were used to support
the company's share buyback program and provide capital support to
certain insurance subsidiaries.

Conseco is a specialized financial services holding company that
operates primarily in the life and health insurance sectors
through its subsidiaries.  As of June 30, 2007, Conseco reported
total assets of $33.4 billion and shareholder's equity of $4.4
billion.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to repay punctually senior
policyholder claims and obligations.


COUNTRYWIDE FINANCIAL: To Reduce Workforce by 20%
-------------------------------------------------
Countrywide Financial Corporation last Friday disclosed a plan of
action to address changing market conditions that positions the
Company for continued growth and success.

Central elements of this plan include:

    -- Reductions in workforce which will occur in areas most
       impacted by lower mortgage market origination volumes.  The
       company presently estimates a total workforce reduction of
       10,000 to 12,000 over the next three months representing up
       to 20% of its current workforce.

       Actual reductions could be lower should the interest rate
       environment and related market volume outlook improve.  
       Based on current interest rate levels, Countrywide
       presently expects that total market origination volumes
       will decline approximately 25 percent in 2008 compared to
       2007 levels.

    -- Migration of the company's residential lending business
       into its federally chartered thrift entity, Countrywide
       Bank, FSB, will continue.  This is expected to enhance and
       strengthen Countrywide's business model by delivering
       greater and more stable liquidity, reduced borrowing costs
       and greater operational efficiencies.  By Sept. 30, 2007,
       the company expects that almost all residential loan
       production will be originated within the Bank.

    -- Product guideline revisions have been made to ensure that
       all loans which the company produces can be sold into the
       secondary market or are high quality prime loans to be held
       in Countrywide Bank's investment portfolio.  This includes
       the company's recent decision to no longer originate any
       subprime loans other than those eligible for sale or
       securitization under programs supported by Fannie Mae,
       Freddie Mac or the FHA.  In spite of these changes, it is
       important to emphasize that Countrywide continues to offer
       among the broadest and most competitive product menus in
       the industry.

    -- Growth plans will continue in areas of opportunity.  
       Countrywide's retail and wholesale lending divisions plan
       to continue aggressively pursuing the increased
       opportunities presenting themselves in the current
       environment for profitable market share growth.  
       Countrywide Bank, in addition to housing the Company's
       mortgage banking activities, will also focus on growing its
       residential and commercial loan investment portfolio and
       expanding its financial centers and deposit franchise.  
       Countrywide's insurance segment will continue to grow both
       its institutional and personal lines insurance businesses.

"We are taking decisive action to ensure that Countrywide
continues to be well-positioned for further success," said Angelo
Mozilo, Chairman and Chief Executive Officer.  "As we carry out
our plan, the Company's overarching focus is exactly where it has
always been: to remain an industry leader in the U.S. residential
lending business, to deliver value and world-class service to our
customers and business partners, to enhance shareholder value, and
to provide career opportunities for our people."

"Each employee at Countrywide is considered an important member of
the Countrywide family," said David Sambol, President and Chief
Operating Officer.  "While workforce reductions are therefore
always very difficult, these decisions are being made with the
utmost attention and sensitivity to the impact they will have on
our Company and our people."

                        About Countrywide

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

                     Bankruptcy Speculation

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

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

The company however gave banking customers reassurance that their
money was safe.  That company cited that it has assets of more
than $100 billion; has investment-grade ratings from three major
credit rating agencies; and credit woes currently hurting its
lending business won't affect federally insured deposits.

Countrywide also disclosed that it received a $2 billion strategic
equity investment from Bank of America which was completed and
funded Aug. 22, 2007.


COUNTRYWIDE MORTGAGE: Fitch Cuts Rating on $544.8 Million Certs.
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on two Countrywide
mortgage pass-through certificates.  Affirmations total
$10.4 million and downgrades total $544.8 million.  Break Loss
percentages and Loss Coverage Ratios for each class, rated B or
higher, are included with the rating actions as:

CWABS 2006-SPS1

  -- $117.8 million class A downgraded to 'BBB-' from 'AAA'
     (BL: 48.50, LCR: 1.14);

  -- $13.1 million class M-1 downgraded to 'BB' from 'AA+' (BL:
     41.10, LCR: 0.96);

  -- $11.5 million class M-2 downgraded to 'B+' from 'AA+' (BL:
     34.78, LCR: 0.82);

  -- $7.0 million class M-3 downgraded to 'C/DR6' from 'AA+';

  -- $6.3 million class M-4 downgraded to 'C/DR6' from 'AA';

  -- $6.3 million class M-5 downgraded to 'C/DR6' from 'AA-';

  -- $6.0 million class M-6 downgraded to 'C/DR6' from 'BBB-';

  -- $5.8 million class M-7 downgraded to 'C/DR6' from 'BB+';

  -- $4.9 million class M-8 remains at 'C/DR6';

  -- $3.8 million class M-9 remains at 'C/DR6';

  -- $1.5 million class B remains at 'C/DR6'.

Deal Summary

  -- Originators: 100% Countrywide;
  -- 60+ day Delinquency: 9.99%;
  -- Realized Losses to date (% of Original Balance): 11.81%;
  -- Expected Remaining Losses (% of Current Balance): 42.63%;
  -- Cumulative Expected Losses (% of Original Balance):
     43.27%.

CWABS 2006-SPS2

  -- $230.0 million class A downgraded to 'BBB-' from 'AAA'
     (BL: 54.05, LCR: 1.15);

  -- $26.7 million class M-1 downgraded to 'BB' from 'AA+' (BL:   
     46.84, LCR: 1.00);

  -- $22.5 million class M-2 downgraded to 'B+' from 'AA+' (BL:
     40.88, LCR: 0.87);

  -- $13.5 million class M-3 downgraded to 'B' from 'AA' (BL:
     37.27, LCR: 0.79);

  -- $12.5 million class M-4 downgraded to 'C/DR5' from 'AA';

  -- $12.2 million class M-5 downgraded to 'C/DR6' from 'AA-';

  -- $11.7 million class M-6 downgraded to 'C/DR6' from 'A';

  -- $12.0 million class M-7 downgraded to 'C/DR6' from 'A-';

  -- $10.5 million class M-8 downgraded to 'C/DR6' from 'BBB+';

  -- $9.3 million class M-9 downgraded to 'C/DR6' from 'BBB';

  -- $9.6 million class B downgraded to 'C/DR6' from 'BB-';

Deal Summary

  -- Originators: 100% Countrywide;
  -- 60+ day Delinquency: 9.21%;
  -- Realized Losses to date (% of Original Balance): 7.86%;
  -- Expected Remaining Losses (% of Current Balance): 47.04%;
  -- Cumulative Expected Losses (% of Original Balance):
     44.22%.

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

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.


COUNTRYWIDE HOME: Fitch Lowers Ratings on Three Classes to B
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on the Countrywide
Asset-Backed Securitizations trusts:

Series 2003-BC3

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

Series 2003-BC6

  -- 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 B downgraded to 'CC/DR4' from 'BBB-' and removed
     from Rating Watch Negative.

The above trusts consist primarily of fixed- and adjustable-rate
first liens extended to subprime borrowers on one- to four-family
residential properties and certain other property and assets.  
CWABS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.

The affirmations affect approximately $54.7 million in outstanding
certificates and reflect adequate relationships of credit
enhancement to future loss expectations.  The downgrades reflect
the deterioration in the relationship of CE to future loss
expectations and affect $34.8 million in outstanding certificates.

For the above transactions the overcollateralization has been
below the target amount for the past year.  In addition, for the
past four months, the OC percentage has decreased approximately 73
basis points for series 2003-BC3 and 56 bps for series 2003-BC6.  
This decline in credit enhancement has put negative pressure on
the subordinate bonds.  Currently, for 2003-BC3, the OC percentage
is 4.40% and the percentage of loans that are 60 days delinquent
or more is 26.60%, including 16.40% which are in foreclosure or
real estate owned.  For 2003-BC6, the OC percentage is 2.22% and
the percentage of loans that are 60 days delinquent or more is
13.43%, including 7.50% which are in foreclosure or real estate
owned.

Countrywide Home Loans Servicing, LP (rated 'RMS2+' by Fitch) will
act as master servicer for the above transactions.


COUNTRYWIDE MORTGAGE: Fitch Cuts Rating on $544.8 Million Certs.
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on two Countrywide
mortgage pass-through certificates.  Affirmations total
$10.4 million and downgrades total $544.8 million.  Break Loss
percentages and Loss Coverage Ratios for each class, rated B or
higher, are included with the rating actions as:

CWABS 2006-SPS1

  -- $117.8 million class A downgraded to 'BBB-' from 'AAA'
     (BL: 48.50, LCR: 1.14);

  -- $13.1 million class M-1 downgraded to 'BB' from 'AA+' (BL:
     41.10, LCR: 0.96);

  -- $11.5 million class M-2 downgraded to 'B+' from 'AA+' (BL:
     34.78, LCR: 0.82);

  -- $7.0 million class M-3 downgraded to 'C/DR6' from 'AA+';

  -- $6.3 million class M-4 downgraded to 'C/DR6' from 'AA';

  -- $6.3 million class M-5 downgraded to 'C/DR6' from 'AA-';

  -- $6.0 million class M-6 downgraded to 'C/DR6' from 'BBB-';

  -- $5.8 million class M-7 downgraded to 'C/DR6' from 'BB+';

  -- $4.9 million class M-8 remains at 'C/DR6';

  -- $3.8 million class M-9 remains at 'C/DR6';

  -- $1.5 million class B remains at 'C/DR6'.

Deal Summary

  -- Originators: 100% Countrywide;
  -- 60+ day Delinquency: 9.99%;
  -- Realized Losses to date (% of Original Balance): 11.81%;
  -- Expected Remaining Losses (% of Current Balance): 42.63%;
  -- Cumulative Expected Losses (% of Original Balance):
     43.27%.

CWABS 2006-SPS2

  -- $230.0 million class A downgraded to 'BBB-' from 'AAA'
     (BL: 54.05, LCR: 1.15);

  -- $26.7 million class M-1 downgraded to 'BB' from 'AA+' (BL:   
     46.84, LCR: 1.00);

  -- $22.5 million class M-2 downgraded to 'B+' from 'AA+' (BL:
     40.88, LCR: 0.87);

  -- $13.5 million class M-3 downgraded to 'B' from 'AA' (BL:
     37.27, LCR: 0.79);

  -- $12.5 million class M-4 downgraded to 'C/DR5' from 'AA';

  -- $12.2 million class M-5 downgraded to 'C/DR6' from 'AA-';

  -- $11.7 million class M-6 downgraded to 'C/DR6' from 'A';

  -- $12.0 million class M-7 downgraded to 'C/DR6' from 'A-';

  -- $10.5 million class M-8 downgraded to 'C/DR6' from 'BBB+';

  -- $9.3 million class M-9 downgraded to 'C/DR6' from 'BBB';

  -- $9.6 million class B downgraded to 'C/DR6' from 'BB-';

Deal Summary

  -- Originators: 100% Countrywide;
  -- 60+ day Delinquency: 9.21%;
  -- Realized Losses to date (% of Original Balance): 7.86%;
  -- Expected Remaining Losses (% of Current Balance): 47.04%;
  -- Cumulative Expected Losses (% of Original Balance):
     44.22%.

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

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.


CREDIT SUISSE: Fitch Takes Rating Actions on Various Classes
------------------------------------------------------------
Fitch has taken rating action on these Credit Suisse First Boston
Home Equity Asset Trust transactions:

CSFB HEAT 2002-4

  -- Class M-1 affirmed at 'AA';
  -- Class M-2 downgraded to 'B' from 'A';
  -- Class B-1 downgraded to 'B-' from 'BB', and assigned a
     Distressed Recovery rating of 'DR1'.

CSFB HEAT 2003-3

  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A-';
  -- Class M-3 downgraded to 'BB+' from 'BBB+';
  -- Class B-1 downgraded to 'CC' from 'BB+', and assigned a DR
     rating of 'DR3';
  -- Class B-2 downgraded to 'C' from 'BB-', and assigned a DR
     rating of 'DR5';
  -- Class B-3 downgraded to 'C' from 'B', and assigned a DR
     rating of 'DR6'.

CSFB HEAT 2003-4

  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class B-1 downgraded to 'BB+' from 'BBB-';
  -- Class B-2 downgraded to 'CC' from 'BB-', and assigned a DR
     rating of 'DR3';
  -- Class B-3 downgraded to 'C' from 'B+', and assigned a DR
     rating of 'DR5'.

CSFB HEAT 2003-5

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A-';
  -- Class M-3 downgraded to 'BB+' from 'BBB-';
  -- Class B-1 downgraded to 'CCC' from 'BB', and assigned a DR
     rating of 'DR1';
  -- Class B-2 downgraded to 'C' from 'B', and assigned a DR
     rating of 'DR4';
  -- Class B-3 remains at 'C/DR6'.

CSFB HEAT 2003-6

  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class B-1 downgraded to 'B' from 'BBB+';
  -- Class B-2 downgraded to 'CC' from 'BB', and assigned a DR
     rating of 'DR3';
  -- Class B-3 remains at 'C', with a DR revision to 'DR6' from
     'DR4'.

CSFB HEAT 2003-7

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 downgraded to 'BB+' from 'A-';
  -- Class B-1 downgraded to 'B' from 'BBB';
  -- Class B-2 downgraded to 'B-' from 'BB-', and assigned a DR
     rating of 'DR1';
  -- Class B-3 downgraded to 'CC' from 'B', and assigned a DR
     rating of 'DR2'.

CSFB HEAT 2004-1

  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A';
  -- Class B-1 downgraded to 'BB+' from 'BBB+';
  -- Class B-2 downgraded to 'B' from 'BBB';
  -- Class B-3 downgraded to 'CC' from 'BBB-', and assigned a
     DR rating of 'DR2'.

CSFB HEAT 2004-2

  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A';
  -- Class B-1 downgraded to 'BBB+' from 'A-';
  -- Class B-2 downgraded to 'BB+' from 'BBB+';
  -- Class B-3 downgraded to 'CC' from 'BBB-', and assigned a
     DR rating of 'DR2'.

CSFB HEAT 2004-3

  -- 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 'BB+' from 'BBB+';
  -- Class B-2 downgraded to 'BB' from 'BBB';
  -- Class B-3 downgraded to 'B' from 'BBB-'.

CSFB HEAT 2004-4

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

CSFB HEAT 2004-5

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'AA-';
  -- Class M-4 affirmed at 'A+';
  -- Class M-5 affirmed at 'A';
  -- Class M-6 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 'CCC' from 'BBB-', and assigned a
     DR rating of 'DR2'.

CSFB HEAT 2004-6

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

CSFB HEAT 2004-7

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

CSFB HEAT 2004-8

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

The collateral of the above transactions consists of first and
second lien fixed-rate and adjustable-rate subprime mortgage
loans.  All of the mortgage loans were purchased by an affiliate
of Credit Suisse First Boston Mortgage Securities Corp. from
various sellers in secondary market transactions.

The affirmations reflect adequate relationships of credit
enhancement to future loss expectations and affect approximately
$1.23 billion of outstanding certificates.  The classes with
negative rating actions reflect the deterioration in the
relationship of CE to future loss expectations and affect
approximately $435.3 million of outstanding certificates.

The aforementioned transactions are generally experiencing monthly
losses greater than the available excess spread, which has caused
the overcollateralization amount to decline below the target
amount.  In some transactions, the OC has been completely
exhausted.

The transactions from 2002, 2003, and prior to 2004-4 all have
pool factors below 15%, which has increased the volatility of the
pools.  Series 2004-4 to 2004-8 have recently reached the step-
down date or the OC will step-down within the next few months.  
The release of OC and reduction of CE will add negative pressure
up the capital structure for these transactions.

The mortgage loans are being serviced by various entities which
include Ocwen Financial Corp. ('RPS2' rated by Fitch), Wells Fargo
Home Mortgage, Inc. ('RPS1'), Chase Home Finance, LLC ('RPS1') and
Select Portfolio Servicing, Inc. ('RPS2').


CREDIT SUISSE: Fitch Lowers Rating 2001-HE8 Class B Certificates
----------------------------------------------------------------
Fitch Ratings has taken these actions on Credit Suisse First
Boston Mortgage Backed Certificates, series 2001-HE8:

  -- Class A-1 affirmed at 'AAA';

  -- Class M-1 affirmed at 'AAA';

  -- Class M-2 rated 'AA', placed on Rating Watch Negative;

  -- Class B downgraded to 'B' from 'BBB-' and placed on Rating
     Watch Negative.

The collateral consists of subprime fixed-rate mortgages and
adjustable-rate mortgages by first or second liens.  The mortgage
loans were purchased by various entities and deposited into the
trust by Credit Suisse First Boston.

The affirmations reflect adequate relationships of credit
enhancement to future loss expectations and affect approximately
$20.1 million of outstanding certificates.  The classes with
negative rating actions reflect the deterioration in the
relationship of CE to future loss expectations and affect
approximately $3.8 million of outstanding certificates.

The trust has a pool factor of 7%, which has increased the
volatility of the pool.  As of the July remittance period the
trust is seasoned 17 months, the 60+ delinquency is 17.48%, and
the cumulative loss to date is 3.89%.  Credit enhancement to the
Class B bond is currently 4.76%.

The mortgage loans are being serviced by Select Portfolio
Servicing, Inc. (rated 'RPS2' by Fitch).


CREDIT SUISSE: Fitch Lowers Ratings on $226.4 Million Certificates
------------------------------------------------------------------
Fitch Ratings has taken rating actions on CSFB HEAT mortgage pass-
through certificates.  Affirmations total $3.5 billion and
downgrades total $226.4 million.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

CSFB HEAT 2006-1

  -- $341.2 million class A affirmed at 'AAA' (BL: 41.11, LCR:
     4.59);

  -- $28.8 million class M-1 affirmed at 'AA+' (BL: 32.45, LCR:
     3.62);

  -- $26.4 million class M-2 affirmed at 'AA' (BL: 29.48, LCR:
     3.29);

  -- $18 million class M-3 affirmed at 'AA-' (BL: 26.24, LCR:
     2.93);

  -- $12.4 million class M-4 affirmed at 'A+' (BL: 23.80, LCR:
     2.66);

  -- $12.8 million class M-5 affirmed at 'A' (BL: 21.28, LCR:
     2.38);

  -- $11.2 million class M-6 affirmed at 'A-' (BL: 19.01, LCR:
     2.12);

  -- $10.4 million class M-7 affirmed at 'A-' (BL: 16.81, LCR:
     1.88);

  -- $10 million class M-8 affirmed at 'BBB+' (BL: 14.75, LCR:
     1.65);

  -- $7.6 million class B-1 affirmed at 'BBB' (BL: 13.27, LCR:
     1.48);

  -- $7.2 million class B-2 affirmed at 'BBB-' (BL: 12.01, LCR:
     1.34);

  -- $6.4 million class B-3 affirmed at 'BB+' (BL: 9.88, LCR:
     1.1).

Deal Summary

  -- Originators: 48.5% Wells; 15.48% Aames, 10.7% Encore, 6.7%
     OwnIt;
  -- 60+ day Delinquency: 13.66%;
  -- Realized Losses to date (% of Original Balance): 0.56%;
  -- Expected Remaining Losses (% of Current Balance): 8.96%;
  -- Cumulative Expected Losses (% of Original Balance): 6.35%.

CSFB HEAT 2006-2

  -- $413.3 million class A affirmed at 'AAA' (BL: 39.71, LCR:
     3.52);

  -- $30 million class M-1 affirmed at 'AA+' (BL: 33.22, LCR:
     2.94);

  -- $27.6 million class M-2 affirmed at 'AA+' (BL: 29.18, LCR:
     2.58);

  -- $16.8 million class M-3 affirmed at 'AA' (BL: 26.29, LCR:
     2.33);

  -- $14.4 million class M-4 affirmed at 'AA' (BL: 23.80, LCR:
     2.11);

  -- $13.6 million class M-5 affirmed at 'AA-' (BL: 21.43, LCR:
     1.9);

  -- $12.4 million class M-6 affirmed at 'A+' (BL: 19.23, LCR:
     1.7);

  -- $11.2 million class M-7 affirmed at 'A' (BL: 17.16, LCR:
     1.52);

  -- $10.4 million class M-8 downgraded to 'BBB+' from 'A-'
     (BL: 15.24, LCR: 1.35);

  -- $6.4 million class B-1 downgraded to 'BBB' from 'BBB+'
     (BL: 13.85, LCR: 1.23);

  -- $6.4 million class B-2 downgraded to 'BB+' from 'BBB' (BL:
     12.35, LCR: 1.09);

  -- $7.2 million class B-3 downgraded to 'BB-' from 'BBB-'
     (BL: 10.23, LCR: 0.91);

  -- $6.4 million class B-4 downgraded to 'B+' from 'BB+' (BL:
     9.44, LCR: 0.84);

  -- $4 million class B-5 downgraded to 'B' from 'BB' (BL:
     9.12, LCR: 0.81).

Deal Summary

  -- Originators: Various originators
  -- 60+ day Delinquency: 15.09%
  -- Realized Losses to date (% of Original Balance): 0.57%;
  -- Expected Remaining Losses (% of Current Balance): 11.29%;
  -- Cumulative Expected Losses (% of Original Balance): 9.66%.

CSFB HEAT 2006-3

  -- $689.7 million class A affirmed at 'AAA' (BL: 37.23, LCR:
     4.03);

  -- $48.3 million class M-1 affirmed at 'AA+' (BL: 30.49, LCR:
     3.3);

  -- $43.4 million class M-2 affirmed at 'AA+' (BL: 26.92, LCR:
     2.92);

  -- $25.9 million class M-3 affirmed at 'AA' (BL: 24.21, LCR:
     2.62);

  -- $22.4 million class M-4 affirmed at 'AA-' (BL: 21.85, LCR:
     2.37);

  -- $22.4 million class M-5 affirmed at 'A+' (BL: 19.49, LCR:
     2.11);

  -- $20.3 million class M-6 affirmed at 'A' (BL: 17.31, LCR:
     1.87);

  -- $18.2 million class M-7 affirmed at 'A-' (BL: 15.29, LCR:
     1.66);

  -- $14.7 million class M-8 affirmed at 'BBB+' (BL: 13.50,
     LCR: 1.46);

  -- $7 million class B-1 affirmed at 'BBB' (BL: 12.45, LCR:
     1.35);

  -- $7 million class B-2 affirmed at 'BBB' (BL: 11.42, LCR:
     1.24);

  -- $14 million class B-3 downgraded to 'BB-' from 'BBB-' (BL:
     8.70, LCR: 0.94);

  -- $9.8 million class B-4 downgraded to 'B+' from 'BB+' (BL:
     8.11, LCR: 0.88);

  -- $4.2 million class B-5 downgraded to 'B+' from 'BB' (BL:
     8.03, LCR: 0.87).

Deal Summary

  -- Originators: Wells 43%;
  -- 60+ day Delinquency: 12.12%
  -- Realized Losses to date (% of Original Balance): 0.41%;
  -- Expected Remaining Losses (% of Current Balance): 9.23%;
  -- Cumulative Expected Losses (% of Original Balance): 7.21%.

CSFB HEAT 2006-4

  -- $786.7 million class A affirmed at 'AAA' (BL: 38.18, LCR:
     3.3);

  -- $56 million class M-1 affirmed at 'AA+' (BL: 31.65, LCR:
     2.74);

  -- $52 million class M-2 affirmed at 'AA+' (BL: 27.74, LCR:
     2.4);

  -- $30.4 million class M-3 affirmed at 'AA' (BL: 24.92, LCR:
     2.16);

  -- $26.4 million class M-4 affirmed at 'AA-' (BL: 22.46, LCR:
     1.94);

  -- $25.6 million class M-5 affirmed at 'A+' (BL: 20.07, LCR:
     1.74);

  -- $23.2 million class M-6 affirmed at 'A' (BL: 17.87, LCR:
     1.55);

  -- $21.6 million class M-7 downgraded to 'BBB+' from 'A-'
     (BL: 15.76, LCR: 1.36);

  -- $16 million class M-8 downgraded to 'BBB' from 'BBB+' (BL:
     14.19, LCR: 1.23);

  -- $11.2 million class B-1 downgraded to 'BBB-' from 'BBB'
     (BL: 12.98, LCR: 1.12);

  -- $8 million class B-2 downgraded to 'BB+' from 'BBB-' (BL:
     11.92, LCR: 1.03);

  -- $16 million class B-3 downgraded to 'B' from 'BB+' (BL:
     9.02, LCR: 0.78);

  -- $12.8 million class B-4 downgraded to 'B' from 'BB' (BL:
     8.73, LCR: 0.76), and removed from Rating Watch Negative.

Deal Summary

  -- Originators: Wells 33%;
  -- 60+ day Delinquency: 14.47%
  -- Realized Losses to date (% of Original Balance): 0.47%;
  -- Expected Remaining Losses (% of Current Balance): 11.56%;
  -- Cumulative Expected Losses (% of Original Balance): 8.42%.

CSFB HEAT 2006-5

  -- $476.9 million class A affirmed at 'AAA' (BL: 35.79, LCR:
     2.86);

  -- $31 million class M-1 affirmed at 'AA+' (BL: 29.52, LCR:
     2.36);

  -- $28.7 million class M-2 affirmed at 'AA+' (BL: 26.23, LCR:
     2.09);

  -- $17 million class M-3 affirmed at 'AA' (BL: 23.66, LCR:
     1.89);

  -- $15.5 million class M-4 downgraded to 'A+' from 'AA-' (BL:
     21.32, LCR: 1.7);

  -- $14 million class M-5 downgraded to 'A' from 'A+' (BL:
     19.20, LCR: 1.53);

  -- $13.1 million class M-6 downgraded to 'BBB+' from 'A' (BL:
     17.18, LCR: 1.37);

  -- $12.3 million class M-7 downgraded to 'BBB' from 'A-' (BL:
     15.24, LCR: 1.22);

  -- $10.6 million class M-8 downgraded to 'BB+' from 'BBB+'
     (BL: 13.38, LCR: 1.07);

  -- $6.3 million class B-1 downgraded to 'BB' from 'BBB' (BL:
     12.09, LCR: 0.97).

Deal Summary

  -- Originators: Various originators;
  -- 60+ day Delinquency: 14.75%;
  -- Realized Losses to date (% of Original Balance): 0.29%;
  -- Expected Remaining Losses (% of Current Balance): 12.52%;
  -- Cumulative Expected Losses (% of Original Balance): 9.89%.


DAVI & VALENTI: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Davi & Valenti Movers, Inc.
        P.O. Box 49705
        Sarasota, FL 34230

Bankruptcy Case No.: 07-08200

Type of Business: The Debtors are logistics experts and
                  transport professional household goods
                  and other high-value products.
                  See http://www.davivalenti.com/

Chapter 11 Petition Date: September 7, 2007

Court: Middle District of Florida (Tampa)

Debtor's Counsel: David W. Steen, Esq.
                  David W. Steen, P.A.
                  602 South Boulevard
                  Tampa, FL 33606-2630
                  Tel: (813) 251-3000
                  Fax: (813) 251-3100

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.


DEED AND NOTE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Deed and Note Traders, LLC
        1302 North Alvernon Way
        Tucson, AZ 85712

Bankruptcy Case No.: 07-01734

Type of Business: The Debtor develops real estate property.
                  See http://www.deedtrader.com/

Chapter 11 Petition Date: September 7, 2007

Court: District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Scott D. Gibson, Esq.
                  Gibson, Nakamura & Decker, PLLC
                  2941 North Swan Road, Suite 101
                  Tucson, AZ 85712
                  Tel: (520) 722-2600
                  Fax: (520) 722-0400

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.


DELPHI CORP: Discloses Treatment of Claims Under Chapter 11 Plan
----------------------------------------------------------------
The joint plan of reorganization, filed September 6, 2007 by
Delphi Corp. and its debtor-affiliates with the U.S. Bankruptcy
Court for the Southern District of New York provides for separate
classes for holders of claims against and interests in the
Debtors.

A. Administrative and Priority Claims

As required by the Bankruptcy Code, administrative claims and
priority tax claims, which are entitled to full recovery under
the Plan, are not classified.  

Description      Treatment Under Plan
-----------      --------------------

DIP Claims       DIP Claims consist of the DIP Facility Revolver
                 Claim in the approximate amount of $682,000,000,
                 the DIP Facility First Priority Term Claim in
                 the approximate amount of $250,000,000, and the
                 DIP Facility Second Priority Term Claim in the
                 approximate amount of $2,495,000,000.  Under the
                 Plan the DIP Claim will be paid on the Effective
                 Date in full in Cash.

                 Estimated Amount of Claims:  $3,427,000,000

                 Percentage Recovery:  100%

Administrative
Claims           An administrative claim is a claim for payment
                 of an expense of a kind specified in Section
                 503(b) of the Bankruptcy Code and entitled to
                 priority pursuant to Section 507(a)(1),
                 including, but not limited to, the actual,
                 necessary costs and expenses, incurred on or
                 after the Petition Date, of preserving the
                 Estates and operating the business of the
                 Debtors, including wages, salaries, or
                 commissions for services rendered after the
                 commencement of the Chapter 11 Cases,
                 Professional Claims, and certain other Claims.  
                 For illustrative purposes, the estimated amounts
                 of Administrative Claims include Cure Claims.  
                 Under the Plan and the procedures provided
                 therein, Administrative Claims will be paid in
                 full in Cash in the ordinary course or as
                 otherwise agreed.

                 Estimated Amount of Claims: $735,000,000 plus
                 other Administrative Claims in the ordinary
                 course of business

                 Percentage Recovery: 100%

Priority Tax
Claims           A priority tax claim is a claim for payment of
                 taxes by governmental units as specified in
                 Section 507(a)(  of the Bankruptcy Code.  Under
                 the Plan, Priority Tax Claims will be paid (1)
                 equal cash payments, including postpetition
                 interest, over a period not to exceed six years
                 after the assessment of the tax totaling the
                 aggregate amount of the claim, (2) other
                 treatment that is agreed between the Debtors and
                 the holder of the priority tax claim, or (3)
                 payment in full in Cash plus postpetition
                 interest.

                 Estimated Amount of Claims: $20,000,000 to
                 $73,000,000

                 Percentage Recovery: 100%

B. Principal prepetition Claims and Interests in the Plan

The Debtors' investment banker and financial advisor, Rothschild,
performed a valuation of the Reorganized Debtors and the New
Common Stock as a going concern based on information and
financial projections provided by the Debtors.  Rothschild
estimated the total enterprise value range of Reorganized Delphi
to be between $11,400,000,000 and $14,400,000,000 with a midpoint
of approximately $12,900,000,000 as of December 31, 2007.

As part of the Plan, and for the purpose of making distributions
to allow a par plus accrued at Plan value recovery, the Debtors,
Creditors' Committee, Equity Committee, GM, and Plan Investors,
negotiated an agreed deemed value of the reorganized debtors'
equity at $45.00 per share.  The total enterprise value is
assumed to be $12,800,000,000 for purposes of setting the price
of New Common Stock for the Discount Rights Offering and for
setting the initial conversion price of the new Series B Senior
Convertible Preferred Stock, par value $0.01 per share, of
Reorganized Delphi.

For setting the initial conversion price of the new Series
A-1 Senior Convertible Preferred Stock of Reorganized Delphi, par
value $0.01 per share, and the new Series A-2 Senior Convertible
Preferred Stock of Reorganized Delphi, par value $0.01 per share,
the total enterprise value is assumed to be $11,750,000,000.

                         CLASSIFIED CLAIMS

Description      Treatment Under Plan
-----------      --------------------

Secured Claims   Secured Claims are claims, other than DIP Lender  
                 Claims (which are treated as Administrative
                 Claims), that are secured by liens on property
                 in which the Debtors have an interest.  Under
                 the Plan, the legal, equitable, and contractual
                 rights of each holder of a Secured Claim will
                 be, at the option of the Debtor, paid in full or
                 be unimpaired and reinstated (which means that
                 the claim holder's rights will be unaltered by
                 the Plan and that Delphi will cure outstanding
                 payment defaults, if any).

                 Estimated Amount of Claims: $29,000,000 to
                 $34,000,000

                 Estimated Percentage Recovery: 100%

Flow-Through
Claims           A Flow-Through Claim is a claim arising from (1)
                 an Ordinary Course Customer Obligation, (2) an
                 Environmental Obligation (excluding those
                 environmental obligations that were settled or
                 capped during the Chapter 11 Cases (to the
                 extent exceeding the capped amount)), (3) an
                 Employee-Related Obligation (including workers
                 compensation and unemployment compensation
                 claims) asserted by an hourly employee that is
                 not otherwise waived pursuant to the Union
                 Settlement Agreements, (4) any Employee-Related
                 Obligation asserted by a salaried, non-executive
                 employee who was employed by Delphi as of the
                 date of the commencement of the hearing on the
                 Disclosure Statement, (5) any Employee-Related
                 Obligation asserted by a salaried executive
                 employee who was employed by Delphi as of the
                 date of the commencement of the hearing on the
                 Disclosure Statement and has entered into a new
                 employment agreement as described in Article 7.8
                 of the Plan, and (6) litigation exposures and
                 other liabilities arising from litigation that
                 are covered by insurance, but only in the event
                 that the party asserting the litigation
                 ultimately agrees to limit its recovery to
                 available insurance proceeds, except that all
                 Estate Causes of Action and  defenses to any
                 Flow-Through Claim will be fully preserved.
                 Flow-Through Claims will be unimpaired by the
                 Plan and will be satisfied in the ordinary
                 course of Delphi's business (subject to the
                 preservation and flow-through of all Estate
                 rights, claims, and defenses with respect to the
                 Flow-Through Claims).

                 Estimated Percentage Recovery: Unimpaired

General
Unsecured
Claims           General Unsecured Claims include claims arising
                 as a result of trade claims (other than GM's
                 claims, which are treated below), claims arising
                 from the Delphi's Senior Notes, TOPrS Claims,
                 and other general unsecured claims that might
                 result from, for example, the rejection of
                 executory contracts or unexpired leases.

                 Delphi cannot predict with certainty the total
                 amount of General Unsecured Claims that
                 ultimately may be allowed.  Under the Plan,
                 general unsecured creditors (other than TOPrS)
                 will receive cash in an amount equal to 20% of
                 the claim and the number of shares of New Common
                 Stock in Reorganized Delphi equal to 80% of the
                 claim, subject to certain rounding provisions in
                 the Plan.  In resolution of intercreditor
                 disputes regarding subordination, TOPrS will
                 receive a distribution of 100% New Common Stock.

                 Funded Debt Claims of $2,500,000,000 plus other
                 General Unsecured Claims of $1,700,000,000 or
                 less, which amount is inclusive of Cure Claims
                 and the treatment provided to Section 510(b)
                 Note Claims, Section 510(b) Equity Claims, and
                 Section 510(b) ERISA Claims

                 Estimated Percentage Recovery: 100 %

GM Claims        Delphi and GM are party to two agreements that
                 resolve issues arising from Delphi's Separation
                 from GM and address matters in Delphi and GM's
                 ongoing relationship.  The Plan serves as a
                 motion to approve those agreements. Under the
                 Plan, for good and valuable consideration
                 provided by GM under the Delphi-GM Definitive
                 Documents, and in full settlement and
                 satisfaction of the GM Claims, GM will receive
                 all consideration set forth in the Delphi-GM
                 Definitive Documents, including, without
                 limitation,

                 (1) Cash in the amount of $2,700,000,000 to be
                     paid on the Effective Date,

                 (2) retention of the GM Surviving Claims as
                     provided for in Section 4.03 of the
                     Settlement Agreement,

                 (3) the effectuation of the IRC Section 414(l)
                     assumption as provided for in Section 2.03
                     of the Settlement Agreement, and

                 (4) the releases as provided for
                     in Sections 3.01, 4.02, and 4.03 of the
                     Settlement Agreement.

                Amount of Allowed Claim: Agreed Compromise

                Estimated Percentage Recovery: Agreed Compromise

Section 510(b)
Note Claims      Section 510(b) Note Claims arise from the
                 securities actions consolidated in the multi-
                 district litigation pending in the United States
                 District Court for the Eastern District of
                 Michigan and include claims asserted by current
                 or former holders of the Senior Notes or TOPrS
                 for damages or rescission in connection with the
                 purchase or sale of those securities.  Pursuant
                 to the terms of the Securities Settlement (which
                 resolves the claims and causes of action
                 asserted by holders of Section 510(b) Note
                 Claims and Section 510(b) Equity Claims),
                 holders of Section 510(b) Note Claims and
                 Section 510(b) Equity Claims will receive a
                 claim valued at $204,000,000.  The Debtors will
                 make a distribution of Cash and New Common
                 Stock, in the same proportion as the
                 distribution of Cash and New Common Stock made
                 to holders of General Unsecured Claims, to fund
                 a portion of the Securities Settlement, which
                 will be divided between the Section 510(b) Note
                 Claims and the Section 510(b) Equity Claims
                 according to the plan of allocation approved by
                 the MDL Court.  If any holder of a Section
                 510(b) Note Claim opts out of the Securities
                 Settlement, and that holder's claim is
                 ultimately allowed, then the holder of the
                 Allowed Section 510(b) Opt Out Note Claim will
                 receive a distribution, from the Securities
                 Settlement, of Cash and Stock equal to the
                 amount of the Allowed Section 510(b) Opt Out
                 Note Claim in the same proportion as the
                 distribution of Cash and New Common Stock made
                 to holders of General Unsecured Claims.
                   
                 Estimated Recovery: Allocated share of
                 $204,000,000
       
                 Estimated Percentage Recovery: Agreed Compromise

Intercompany
Claims           An Intercompany Claim is a claim by Delphi or
                 one or more of its affiliates against other
                 Delphi affiliates on account of various matters
                 incurred in the ordinary course of business.
                 Under the Plan, at the option of Delphi with
                 certain exceptions, Intercompany Claims will
                 either be reinstated and treated in the ordinary
                 course of business or eliminated, except that
                 Intercompany Claims among Debtors that will be
                 substantively consolidated as a Debtor group
                 will be eliminated.  The ultimate disposition of
                 Intercompany Claims will be based upon business
                 planning reasons of Reorganized Delphi and will
                 not affect distributions to other creditors
                 under the Plan.

                 Estimated Amount of Claims:             N/A

                 Estimated Percentage Recovery:          N/A

Existing Common
Stock            Delphi's Existing Common Stock will be canceled
                 on the Effective Date.  Each Holder of Delphi's
                 Existing Common Stock will receive a pro rata
                 distribution of (1) 1,476,000 shares of New
                 Common Stock in Reorganized Delphi (at a $45.00
                 per share negotiated plan value), (2)
                 transferable Rights to purchase 45,600,000 of
                 the total 147,627,046 shares of New Common Stock
                 (to be reduced by the guaranteed minimum of 10%
                 of the Rights for the Plan Investors) in
                 Reorganized Delphi for $1,750,000,000 in the
                 aggregate (exercise price $38.56 per share), (3)
                 five-year warrants to purchase, for $45.00 per
                 share, an additional 5% of the New Common Stock
                 of Reorganized Delphi, and (4) non-transferable
                 Rights to purchase approximately $572,000,000
                 (in the aggregate) of the New Common Stock of
                 Reorganized Delphi for a price of $45.00 per
                 share.

                 Estimated Recovery:  Agreed Compromise

Section 510(b)
Equity Claims    Section 510(b) equity claims arise from the
                 securities actions consolidated in MDL and
                 include claims by current or former holders of
                 Delphi's existing common stock for damages or
                 rescission in connection with the purchase or
                 sale of the common stock.  Pursuant to the terms
                 of the Securities Settlement (which resolves the
                 claims and causes of action asserted by holders
                 of Section 510(b) Note Claims and Section 510(b)
                 Equity Claims), holders of Section 510(b) Note
                 Claims and Section 510(b) Equity Claims will
                 receive a claim valued at $204 million.  The
                 Debtors will make a distribution of Cash and New
                 Common Stock, in the same proportion as the
                 distribution of Cash and New Common Stock made
                 to holders of General Unsecured Claims, to fund
                 a portion of the Securities Settlement, which
                 will be divided between the Section 510(b) Note
                 Claims and the Section 510(b) Equity Claims
                 according to the plan of allocation approved by
                 the MDL Court.  If any holder of a Section
                 510(b) Equity Claim opts out of the Securities
                 Settlement, and that holder's claim is
                 ultimately allowed, then the holder of the
                 Allowed Section 510(b) Opt Out Equity Claim will
                 receive a distribution, from the Securities
                 Settlement, of Cash and Stock equal to the
                 amount of the Allowed Section 510(b) Opt Out
                 Equity Claim in the same proportion as the
                 distribution of Cash and New Common Stock made
                 to holders of General Unsecured Claims.

                 Estimated Recovery: Allocated share of
                 $204,000,000

                 Estimated Percentage Recovery: Agreed Compromise

Section 510(b)
ERISA Claims     Section 510(b) ERISA claims arise from the
                 alleged failure of certain defendants to
                 exercise their fiduciary duties in administering
                 certain retirement plans' investments in Delphi
                 common stock.  The ERISA based claims have been
                 consolidated in the MDL.  Pursuant to the terms
                 of the ERISA Settlement, holders of Section
                 510(b) ERISA Claims will receive a claim valued
                 at $24,500,000.  The Debtors will make a
                 distribution of Cash and New Common Stock, in
                 the same proportion as the distribution of Cash
                 and New Common Stock made to holders of General
                 Unsecured Claims, to fund a portion of the ERISA
                 Settlement, which will be distributed according
                 to the plan of allocation approved by the MDL
                 Court.

                 Estimated Recovery: Allocated share of
                 $24,500,000

                 Estimated Percentage Recovery: Agreed Compromise

Other Interests  Other Interests consist of all options,
                 warrants, call rights, puts, awards, or other
                 agreements to acquire existing Delphi common
                 stock.  Under the Plan, all Other Interests will
                 be cancelled and holders of Other Interests will
                 not receive a distribution under the Plan on
                 account of those Other Interests.

                 Percentage Recovery:  0%

Interests In
Affiliate
Debtors          Interests in affiliate debtors consists of any
                 other stock, equity security, or ownership
                 interest in any affiliate Debtor.  Under the
                 Plan, interests in affiliate debtors will not be
                 impaired or cancelled by the Plan.

                 Estimated Amount of Interests: N/A

                 Estimated Percentage Recovery: N/A

These classes of claims and interests are impaired under, and are
entitled to vote to accept or reject, the Plan:

   -- General Unsecured Claims,
   -- GM Claims,
   -- Section 510(b) Note Claims,
   -- Existing Common Stock,
   -- Section 510(b) Equity Claims, and
   -- Section 510(b) ERISA Claims.

Holders of interests or claims which do not retain or receive any
property and are deemed to reject the Plan under Section 1126(g).  
Accordingly, the Debtors will not send ballots or solicitation
packages to holders of those claims and interests.

Under Section 1126(f), the Unimpaired Creditors are conclusively
presumed to have accepted the Plan, and solicitation of votes
from these creditors is not required.

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

The company filed for chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represents the Official Committee of Unsecured Creditors.  As of
Mar. 31, 2007, the Debtors' balance sheet showed $11,446,000,000
in total assets and $23,851,000,000 in total debts.  The Debtors'
exclusive plan-filing period expires on Dec. 31, 2007.  (Delphi
Bankruptcy News, Issue No. 83 Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DELPHI CORP: Says Disclosure Statement is Adequate
--------------------------------------------------
Delphi Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to approve the
disclosure statement to their Joint Plan of Reorganization, filed
September 6, 2007.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher, in
Chicago, Illinois, contends the Disclosure Statement contains
adequate information within the meaning of Section 1125 of the
Bankruptcy Code.  He narrates that the Disclosure Statement is
both extensive and comprehensive and satisfies each of the
informational items outlined in In re Scioto Valley Mortgage Co.,
88 B.R. 168, 170-71 (Bankr. S.D. Ohio 1988); and In re Ionosphere
Clubs, Inc., 179 B.R. 24, 29 (S.D.N.Y. 1995).  The Disclosure
Statement contains descriptions and summaries of, among other
things:

     (i) the Plan,

    (ii) the Debtors' history and prepetition capital structure,      

   (iii) certain events leading to the commencement of the    
         Chapter 11 cases,

    (iv) the significant events during the Chapter 11 cases,

     (v) the claims asserted against the Debtors' estates,

    (vi) the new securities to be issued under the Plan,

   (vii) various risk factors affecting the Plan and the
         Debtors' restructuring,

  (viii) a liquidation analysis setting forth the estimated  
         return that creditors would receive in a hypothetical
         Chapter 7 case,

    (ix) financial information and valuations relevant to
         creditors' determinations of whether to accept or
         reject the Plan,

     (x) certain securities law and tax law consequences of the
         Plan, and

    (xi) a disclaimer indicating that no statements or
         information concerning the Debtors and their assets and
         securities are authorized other than those set forth in
         the Disclosure Statement.

Section 1125(b) prohibits postpetition solicitation of a
reorganization plan unless the plan and "a written disclosure
statement approved, after notice and a hearing, by the court as
containing adequate information" are transmitted to those persons
whose votes are being solicited.  

The Court will convene a hearing to consider the adequacy of the
Disclosure Statement on October 3, 2007.  Objections to approval
of the Disclosure Statement are due September 28, 2007.

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

The company filed for chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represents the Official Committee of Unsecured Creditors.  As of
Mar. 31, 2007, the Debtors' balance sheet showed $11,446,000,000
in total assets and $23,851,000,000 in total debts.  The Debtors'
exclusive plan-filing period expires on Dec. 31, 2007.  (Delphi
Bankruptcy News, Issue No. 83 Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DELTA AIR: Comair Creditors Want to Conduct Rule 2004 Exam
----------------------------------------------------------
Comair Creditors note that seven weeks after confirmation of the
Delta Air Lines Inc. and its affiliates’ Joint Plan of
Reorganization, the Reorganized Debtors disclosed that the
estimate of the amount of unsecured claims against the Comair
Debtors had increased from $800,000,000 to $1,050,000,000.

The additional $250,000,000 of claims had a dramatic impact on
projected Comair unsecured creditor recoveries, Evan C. Hollander,
Esq., at White & Case LLP, in New York, points out.  "The mid-
point of the recovery range for Comair unsecured creditors was
projected in the Plan to be greater than 91%.  The projected mid-
point of the recovery range is now less than 70%."

Lehman Brothers Inc., Varde Partners, Inc., Talek Investments,
Par-Four Investment Management, LLC, Societe Generale Corporate &
Investment Banking, Contrarian Funds, LLC, and Cypress Management
are determined to investigate the cause of the dramatic increase
in the Comair unsecured claims pool, and to learn when the
Debtors became aware that the amount of general unsecured claims
would be materially greater than the $800 million projected in
the Disclosure Statement.

Thus, Comair Creditors seek the U.S. Bankruptcy Court for the
Southern District of New York's authority to conduct an
examination on the Reorganized Debtors in respect of matters
within the scope of Rule 2004 of the Federal Rules of Bankruptcy
Procedure, including:

  * the terms of any proposed claims settlements in excess of
    $5,000,000 and any restructured aircraft finance
    transactions the Debtors entered into without Court
    approval;

  * the timing of those claims settlements, including when the
    Debtors first negotiated the settlements;

  * the oversight provided by the Official Committee of
    Unsecured Creditors and the Post-Effective Date Committee in
    the claims resolution process;

  * when the Debtors first learned that the level of unsecured
    claims against the Comair Debtors would be materially
    greater than $800,000,000;

  * what information the Debtors had regarding the increase in
    the Comair claims pool, including the reasons for that
    increase;

  * when the Debtors obtained information that led them to
    believe that the estimated level of claims projected in
    the Disclosure Statement was materially inaccurate; and

  * the methodology by which the Debtors reviewed proposed
    claims settlements and restructured aircraft finance
    transactions.

In particular, the Comair Creditors ask the Court to direct the
Reorganized Debtors to:

  (a) produce documents on the Sought Information for
      examination and copying;

  (b) designate knowledgeable representatives for examination
      regarding the Sought Information; and

  (c) cause those representatives to appear for examination by
      oral deposition.

While the Reorganized Debtors have met with the Comair Creditors
to discuss the cause of the increase, they have not yet committed
to the scope of the documents and information that they will
provide, Mr. Hollander informs Judge Hardin.  Moreover, the
Debtors have refused to provide information regarding when they
became aware that the Comair claims pool was materially
understated.

All of the Sought Information is necessary for the Comair
Creditors to assess their rights and remedies in respect of the
Debtors' bankruptcy cases to the extent it is determined that the
Post-Effective Date Committee is not protecting the interests of
its constituents, the Comair Creditors, Mr. Hollander asserts.

         Debtors & Post-Effective Date Committee React

Michael E. Wiles, Esq., at Debevoise & Plimpton LLP, in New York,  
contends that the Comair Creditors' request for the Debtors to
obtain the Court's approval with respect to the Post-Petition
Aircraft Agreements and the resolution of claims is flatly
contrary to the terms of the Plan, and should therefore be
denied.

Mr. Wiles informs the Court that despite the Debtors' repeated
demands, the Comair Creditors have not yet filed the
disclosures required by Rule 2019 of the Federal Rules of
Bankruptcy Procedure concerning the nature of the claims they
allegedly hold against the Comair Debtors, the dates the claims
were acquired, and other related matters.

The Plan, Mr. Wiles points out, explicitly provides that the
Reorganized Debtors may settle claims in their absolute
discretion, without Court approval and subject only to the Post-
Effective Date Committee's review of aircraft claims exceeding
$30,000,000.  "There is no other limit in the Plan on the
Reorganized Debtors' discretion to settle claims," he emphasizes.

Furthermore, the Plan has been confirmed and implemented.  "If
the [Comair Creditors] wished to object to the provisions of the
Plan regarding the approval of the Post-Petition Aircraft
Agreements and the settlement of claims, they should have done so
prior to the April 9, 2007 objection deadline set by [the]
Court," Mr. Wiles says.  "They did not do so."

The Debtors and the Post-Effective Date Committee also assert
that the Comair Creditors' request for a Rule 2004 exam should be
denied.  The Comair Creditors' information request is exceedingly
broad and is extraordinarily burdensome and expensive, Mr. Wiles
argues.

What the Comair Creditors really wish to do, according to Mr.
Wiles, is to modify the Plan and to inject themselves, either in
place of or in addition to the Post-Effective Date Committee, as
entities that may monitor restructuring and claims decisions.  
The Comair Creditors, however, are not proponents of the Plan;
thus, they have no standing or power to seek any modification to
its terms.

ased in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 328 destinations in 56
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.  

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.
On Jan 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on Feb. 2,
2007.  On Feb. 7, 2007, the Court approved the Debtors' disclosure
statement.  In April 2007, the Court confirmed the Debtors' plan.
(Delta Bankruptcy News, Issue No. 78; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on July 16, 2007,
Fitch Ratings has initiated coverage of Delta Air Lines Inc.
with the assignment of these debt ratings: issuer default rating
'B'; First-lien senior secured credit facilities 'BB/RR1'; and
Second-lien secured credit facility (Term Loan B) 'B/RR4'

As reported in the Troubled Company Reporter on May 2, 2007,
Standard & Poor's Ratings Services raised its ratings on Delta Air
Lines Inc. (B/Stable/--), including raising the corporate credit
rating to 'B', with a stable outlook, from 'D', following the
airline's emergence from Chapter 11 bankruptcy proceedings.


EASTMAN KODAK: Extends Five-Year Market Deal with Lexar Media
-------------------------------------------------------------
Eastman Kodak Company and Lexar Media Inc. have signed an extended
five-year agreement under which Lexar will develop and market
Kodak-branded flash memory products worldwide.  The agreement with
Lexar, which has performance-based exclusivity, strengthens the
existing relationship between the two companies and allows for
expanded distribution and a broader portfolio of KODAK-branded
flash memory product lines created by Lexar, a world leader in
advanced digital media technologies.  Financial terms of the
agreement were not disclosed.

"Kodak has worked closely with Lexar since 2004 to offer our
customers leading-edge solutions in flash memory," John
Blake, General Manager, Digital Capture and Imaging Products and
Vice President, Eastman Kodak Company, said.  "We look forward to
continuing the positive relationship we've established with Lexar,
and to expanding our product line to complement the broad range of
products that the digital camera user experiences on a daily
basis."

The Lexar-Kodak relationship began three years ago with the launch
of a 64 MB Secure Digital card, a time when consumers were
continuing to convert en masse from the use of analog to flash
memory, or "digital film" products.  Since then, the technology
has continued to develop rapidly, and Lexar now offers flash
products that provide up to 4GB of memory in KODAK Secure Digital
High-Capacity cards.  With its acquisition by Micron Technology,
Inc. in 2006, Lexar now also brings access to the technology and
engineering expertise of one of the largest NAND producers
worldwide.

Today, the consumer market for digital photography has evolved to
encompass advanced flash products that not only allow the
capturing of still and video images with cameras and cell phones,
but also serve a growing network of other products and services,
including home printers, on-line services and in-store kiosks for
printing and sharing photos, as well as new devices such as
digital frames that let people display and share their digital
photos and videos.  Kodak currently offers a broad range of
products and services to address the needs of these categories and
other emerging consumer trends.  Under the new Lexar-Kodak
agreement, Lexar will be able to offer a full and expanding range
of KODAK-branded flash memory storage products in various form
factors -- including SD and microSD memory cards and USB drives to
complement many different products and provide the best solutions
for capturing, transferring, and sharing digital and video images.

Vice President of Lexar Media Mark Adams added, "The combination
of Kodak's brand strength and product breadth with Lexar's
technology and manufacturing expertise is truly a 'win-win'
proposition for customers.  Consumers in search of affordable,
high-quality memory products should look no further than the KODAK
brand, and we intend to aggressively promote that fact."

KODAK-branded cards from Lexar are currently available in leading
retail and e-commerce outlets in the United States and throughout
the world, including Canada, Latin America, Europe and Australia
as well as at http://www.lexar.com/kodak. The range of KODAK-
branded memory cards includes a high performance line of Secure
Digital High Capacity and SD cards, as well as a standard line of
SD and xD-Picture Cards (availability varies by region).

                     About Lexar Media

Lexar Media Inc. -- http://www.lexar.com/-- markets and  
manufactures NAND flash and DRAM memory products under the Lexar
and Crucial brand names. Lexar also sells flash memory products
under the Kodak brand.  Lexar Media is a subsidiary of Micron
Technology, Inc., and Lexar Media is a division of Micron Europe
Limited, a division of Micron Semiconductor Asia Pte. Ltd., and a
division of Micron Japan,
Ltd.

                   About Micron Technology

Micron Technology Inc. -- http://www.micron.com/-- is provides  
advanced semiconductor solutions.   Through its worldwide
operations, Micron manufactures and markets DRAMs, NAND flash
memory, CMOS image sensors, other semiconductor components, and
memory modules for use in leading-edge computing, consumer,
networking and mobile products.  Micron's common stock is traded
on the New York Stock Exchange under the MU symbol.

                     About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Co. (NYSE:
EK)-- http://www.kodak.com/-- develops, manufactures, and
markets digital and traditional imaging products, services, and
solutions to consumers, businesses, the graphic communications
market, the entertainment industry, professionals, healthcare
providers, and other customers.

The company has operations in Argentina, Chile, Denmark, Greece,
Jordan, Yemen, Australia, China among others.

                       *     *     *

As reported in the Troubled Company Reporter on May 18, 2007,
Fitch Ratings upgraded Eastman Kodak Company's senior unsecured
debt to 'B/RR4' from 'B-/RR5' due to improved recovery prospects
following the company's redemption on May 3, 2007, of a $1.15
billion secured term loan funded with a portion of the proceeds
from the sale of its Health Group to Onex Healthcare Holdings,
Inc., for $2.35 billion on April 30, 2007.

In addition, Fitch has affirmed Kodak's 'B' Issuer Default Rating;
and 'BB/RR1' Secured credit facility.


ECO2 PLASTICS: June 30 Balance Sheet Upside-Down by $5.3 Million
----------------------------------------------------------------
Eco2 Plastics Inc. reported total assets of $9.7 million and total
liabilities of $15.0 million at June 30, 2007, resulting in a
$5.3 million total stockholders' deficit.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $576,000 in total current assets
available to pay $12.7 million in total current liabilities.

The company reported a net loss of $8.4 million in the three
months ended June 30, 2007, an increase from the net loss of
$3.6 million reported in the same period last year, mainly due to
an increase in total operating expenses and increased interest
expenses.

Revenues rose to $418,000 from $14,000.  Cost of goods increased
to $430,000, compared to $19,000 last year.  The company's gross
deficit increased to $12,000, an increase from the gross deficit
of $5,000 reported in the same period last year.  The plant has
begun ramping towards full-scale operation and as a result,
significant volumes of inventory are consumed for quality testing
during this period.  Most of the tested material is shipped out of
the plant at prices significantly lower than market standard.

Plant operations and technology development expenses increased to
$1.5 million from $423,000 last year.

The company recorded interest expense of approximately
$3.7 million in the three months ended June 30, 2007, as compared
to $729,000 in the three months ended June 30, 2006.  Interest
expense includes amortization of debt issue costs and debt
discount of approximately $3.3 million for the three months ended
June 30, 2007, and $474,000 for the three months ended June 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?232e

                        Going Concern Doubt

Salberg & Company P.A., in Boca Raton, Fla., expressed substantial
doubt about ECO2 Plastics 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 a net loss of approximately
$20.8 million and used cash for operating activities of
approximately $4.1 million during the year ended Dec. 31, 2006,
and, as of that date, had a working capital deficiency of
approximately $3.2 million and accumulated deficit of
approximately $46.1 million.

                       About ECO2 Plastics

Headquartered in San Francisco, Eco2 Plastics Inc. (OTC BB:
ECOO.OB) -- http://www.eco2plastics.com/-- formerly Itec  
Environmental Group Inc., is engaged in the evolving field of
plastics materials recycling.  The company has developed a patent
pending process and system, referred to as the Eco2TM
Environmental System.  The company's first full scale production
facility was constructed in Riverbank, California and is
mechanically complete, producing saleable product and ramping up
to full scale operations.


ELCOM INTERNATIONAL: Engages Malone & Bailey as Accountant
----------------------------------------------------------
Malone & Bailey PC was engaged as Elcom International Inc.'s new
principal independent accountant to audit the company's  financial
statements for the fiscal years ended Dec. 31, 2006, and Dec. 31,
2007.

During the two recent fiscal years and the interim period  
preceding the engagement of MB, the company has not consulted  
with MB regarding:

   i. the application of accounting principles to a specified
      transaction, either completed or proposed, or the type of  
      audit opinion that might be rendered on the company's
      financial statements, and MB did not provide a written  
      report or oral advice to the company which MB concluded  
      was an important factor considered by the company in   
      reaching a decision as to the accounting, auditing or  
      financial reporting issue; or

  ii. any matter  that was either the subject of "disagreement"  
      or "reportable  event," and the related instructions to
      Item 304 of Regulation S-B.

In deciding to select MB, the company's Audit Committee  
considered MB's experience and expertise related to public
companies, as well as reviewed auditor independence issues and  
existing commercial relationships with MB.  

The Audit Committee concluded that MB has no commercial or other
relationship that would impair its independence and has the
appropriate expertise that the company required regarding its
current operations.

                About Elcom International Inc.
                 
Based in Norwood, Massachusetts, Elcom International Inc. (OTC
Bulletin Board: ELCO and AIM: ELC and ELCS) --
http://www.elcominternational.com/-- operates Elcom Inc, an  
international B2B Commerce Service Provider offering affordable
solutions for buyers, sellers and commerce communities to automate
many or all of their purchasing processes and conduct business
online.  PECOS, Elcom's hosted flagship solution, enables
enterprises of all sizes to achieve the many benefits of B2B
eCommerce without the burden of infrastructure investment and
ongoing content and system management.

                    Going Concern Doubt

Vitale Caturano & Company Ltd. in Boston, Massachusetts, expressed
substantial doubt about Elcom International's ability
to continue as a going concern after it audited the company's
financial statements for the years ended Dec. 31, 2005, and 2004.  
The auditing firm pointed to the company's recurring losses from
operations and accumulated deficit.  There was no updated SEC
filing to this date.


EMPIRE BEEF: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Empire Beef Co., Inc.
        dba Empire Beef & Redistribution Company
        171 Weidner Road
        Rochester, NY 14624

Bankruptcy Case No.: 07-22226

Type of business: The Debtor ships six million pounds of beef,
                  pork, lamb, veal, seafood, poultry, cheese,
                  processed meats, and multiple food products per
                  week to more than twenty states, the Caribbean,
                  and other international destinations.  See
                  http://www.empirebeef.com

Chapter 11 Petition Date: September 6, 2007

Court: Western District of New York (Rochester)

Judge: John C. Ninfo II

Debtor's Counsel: Garry M. Graber, Esq.
                  Hodgson, Russ, L.L.P.
                  The Guaranty Building, Suite 100
                  140 Pearl Street
                  Buffalo, NY 14202-4040
                  Tel: (716) 856-4000

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
IBP Incorporated               Trade Debt              $1,597,081
Tyson Fresh Meats #533019
140 Charles W. Grant
Parkway, Fl. 1
Atlanta, GA 30354

Viking Seafoods, Inc.-Red      Trade Debt                $665,267
P.O. Box 843028
Boston, MA 02284-3028

McCain Foods, U.S.A. - Anchor  Trade Debt                $614,175
P.O. Box 2464
Carol Stream, IL 60132-2464

Pilgrims Pride Poultry         Trade Debt                $581,643
PO Box 532497
Atlanta, GA 30353-2497

Mountaire Farms                Trade Debt                $461,138
4808 Collections Center Drive
Chicago, IL 60693

National Beef Packing Co.,     Trade Debt                $457,373
L.P.
1008 Oak Street
Wholesale Lockbox
Kansas City, MO 64106

Pilot Trading Co., Inc.        Trade Debt                $403,010
P.O. Box 10107
Lake Tahoe, NV 89448

Pineland Farms Natural         Trade Debt                $384,906
Meats, Inc.
Cumberland Hall
41 Campus Drive Suite 203
New Gloucester, ME 04260

Rosina Food Products Inc.      Trade Debt                $347,309
P.O. Box 2732
Buffalo, NY 14240-2732

New York State Teamsters       Trade Debt                $337,541
P.O. Box 4928
Health Benefit Funds
Syracuse, NY 13221-4928

Orion Seafood International,   Trade Debt                $337,406
Inc.
P.O. Box 779
Portsmouth, NH 03802

Brakebush Brothers, Inc.       Trade Debt                $298,722
North 4993 6th Drive
Westfield, WI 53964

Delft Blue                     Trade Debt                $292,487
36A Garden Street
New York Mills, NY 13417

F.W. Bryce, Inc.               Trade Debt                $286,902
P.O. BOX 847083
Boston, MA 02284-7083

Mountaire Farms                Trade Debt                $273,408
4808 Collections Center
Drive
FedEx phone #312-974-1642
Chicago, IL 60693

Excel Corp.                    Trade Debt                $270,473
Cargill Meat Solutions
Corporation
P.O. Box 751865
Charlotte, NC 28275-1865

Casa DiLisio Product, Inc.     Trade Debt                $249,058

Pineland Farms Natural Meats,  Trade Debt                $226,509
Inc.

Koch Foods of Mississippi,     Trade Debt                $226,376
L.L.C.

Orleans International, Inc.    Trade Debt                $208,427


FIRST DATA: KKR Okays Covenant on $24 Billion Debt, WSJ Says
------------------------------------------------------------
Kohlberg Kravis Roberts & Co. looks agreeable to concessions to
investment banks arranging the $24 billion in debt for its
acquisition of First Data Corp., The Wall Street Journal reports,
citing people familiar with the matter.

Specifically, WSJ's sources said, KKR appears willing to gives its
nod to a covenant that places a performance criteria on First
Data's debt.  Thus making the debt easier to sell to investors
doubtful of the potential risk.  As a result, the sale of the debt
financing is expected to be launched by within this week, WSJ's
sources added.

In July 2007, 98% First Data's shareholders approved the company's
merger agreement with KKR.  Upon the closing of the merger, the
company's shareholders will be entitled to receive $34.00 in cash,
without interest, for each share of First Data common stock held.

                         About First Data

First Data Corp. (NYSE: FDC) -- http://www.firstdata.com/--  
provides  electronic commerce and payment solutions for businesses
worldwide.  The company's portfolio of services and solutions
includes merchant transaction processing services; credit, debit,
private-label, gift, payroll and other prepaid card offerings;
fraud protection and authentication solutions; receivables
management solutions; electronic check acceptance services through
TeleCheck; as well as Internet commerce and mobile payment
solutions.  The company's STAR Network offers PIN-secured debit
acceptance at 2 million ATM and retail locations.

                          *     *     *

First Data Corp.'s long-term foreign and local issuer credits
carry Standard & Poor's Ratings Services' 'BB+' rating, which were
placed on April 2, 2007, with a negative outlook.


FIRST MAGNUS: Court Denies $15,000,000 DIP Pact w/ Wells Fargo
--------------------------------------------------------------
The Hon. James M. Marlar of the U.S. Bankruptcy Court for the
District of Arizona denied First Magnus Financial Corporation's
request to borrow $15,000,000, including $5,000,000 on an interim
basis, from Wells Fargo Business Credit and Summit Investment
Management LLC.

Judge Marlar said the loan, which provides for an 18.25% annual
interest, appears to be an "overly expensive" credit, and the
loan package appears to "overreach in favor of the lenders."

The Court denied the Debtor's request to borrow, without
prejudice.

Business-outsourcing provider WNS North America, Inc., one of the
Debtor's largest unsecured creditors, with claims exceeding
$4,000,000, observed that the terms of the proposed financing are
"extremely unfavorable to the Debtor's estate and appear to be
exorbitant for a fully secured loan with the protections granted
to the proposed lender[s]."  It noted that the loan includes
these "extraordinary" terms:

    -- interest at a rate of Prime plus 10%;

    -- closing fees of 7% of the "Aggregate Credit Limit," which
       on the proposed $15,000,000 loan would be $1,050,000;

    -- a $350,000 "facility fee" to be paid to the DIP Lenders if
       they decide not to advance more than $5,000,000 after the
       initial two-week diligence period, plus reimbursement of
       up to $75,000 for the lenders' diligence expenses; and

    -- automatic maturity of the proposed loan upon the
       "appointment of a trustee or examiner with expanded
       powers."

Representing WNS, Nancy J. March, Esq., at DeConcini McDonald
Yetwin & Lacy, P.C., in Tucson, Arizona, noted that (i) the
proposed loan is an asset-based loan, pursuant to which mortgages
and other collateral are reviewed for eligibility and funds are
advanced based on a borrowing base formula ranging from $15% to
85% of the collateral's value or unpaid balance, as appropriate;
and (ii) the DIP Lenders are granted a first-priority lien and a
superpriority administrative expense.  "These protections given
to the Lenders do not warrant the additional advantage of an
interest rate of Prime + 10% and a closing fee of 7% up front."

The Official Committee of Unsecured Creditors told the Court that
it recognizes the Debtor's immediate need to borrow funds on an
interim basis, and supports a limited borrowing by the Debtor of
up to $5,000,000.  The Committee, however, wants the liens
granted to the DIP Lenders and parties holding an interest in the
Debtor's cash collateral to exclude claims and causes of action
of the Debtor against third parties.

Prepetition lenders Countrywide Warehouse Lending and Washington
Mutual Bank also did not object to the Debtor's proposal to
borrow funds.  Countrywide and WaMu, which assert first priority
security interest in and lien upon certain certain of the
Debtor's assets, however, objected to granting the DIP Lenders
senior or priming security interest in and lien on any property
securing their claims against the Debtor.  WaMu says that the
"adequate" protection offered by the Debtor to compensated it for
the use of the cash collateral and the priming of its collateral
is "woefully deficient."

Morris C. Aaron, president of MCA Financial Group, Ltd., which
was hired by the Debtor as financial advisor, told Judge Marlar
that the DIP financing agreement reached by First Magnus, Summit
and WFBC was "fair and reasonable."  He added that the cost of
the DIP credit facility is "in line with private funding of
mezzanine debt and such similar deals."

Mr. Aaron said he had negotiated DIP financing packages for First
Magnus with large lenders -- CIT, Ge Capital, JPMorgan Chase,
Washington Mutual, and WFBC.  "With the exception of WFBC, none
of the large lenders had an interest in extending financing to
First Magnus Financial because of what they characterized as the
small size of the loan and the limits on the potential return for
the loan."

Mr. Aaron also sought financing from lenders with knowledge in
the mortgage loan market, namely Silver Point Capital, Najafi
Companies, WL Ross, green Street Capital and Summit
Negotiations with the potential lenders

"The negotiations with the potential lenders failed at various
points and over various terms," Mr. Aaron admitted.  Mr. Aaron
received separate proposals from Silver Point and Green Street
but chose the "most balanced proposal" by WFBC and Summit.

Mr. Aaron warned that unless the Court authorizes First Magnus to
borrow immediately under the DIP Credit Facility, it will be
unable to meet its payroll and other necessary ordinary course
expenditures, critical to its ability to preserve the value of
its mortgage loan assets, cash notes, and other assets for the
benefit of creditors and other parties-in-interest.

                       Court Not Convinced

The Court was not convinced that the proposed loan will not
adversely impact the legitimate interests of creditors and
parties-in-interest.  Judge Marlar says:

   (i) the 18.25% interest rate to be charged is too high;

  (ii) 7% fee on top of the interest brings the immediate cost
       of the loan to over 25%;

(iii) the "liquidated damages" provision of $450,000 smacks of a
       penalty, on top of the contract rate of interest and
       origination fee;

  (iv) the $75,000 due diligence fee and the $5,000 audit fee
       have not been shown to have a relationship to actual
       expenses; and
  
   (v) on an annual basis, the cost of the credit is $3,922,500,
       an effective 26.15% charge.

"The cost of acquiring the credit may suffice for the short term
but, in the end, the court was not persuaded, by the quantity of
information provided, that the unsecured creditors will benefit
from this effort," Judge Marlar ruled.

                        About First Magnus

Based in Tucson, Arizona, First Magnus Financial Corporation --
http://www.firstmagnus.com/-- purchases and sells prime and Alt-A   
mortgage loans secured by one-to-four unit residences.  The
company filed for chapter 11 protection on August 21, 2007 (Bankr.
D. Ariz. Case No.: 07-01578).  When the Debtor filed for
bankruptcy, it listed total assets of $942,109,860 and total
debts of $812,533,046.  

The Debtor's exclusive period to file a plan expires on Dec. 19,
2007.  (First Magnus Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or   
215/945-7000).


FIRST MAGNUS: Access to Well Fargo's Cash Collateral Unconfirmed
----------------------------------------------------------------
First Magnus Financial Corporation's motion to borrow $15,000,000,
including $5,000,000 on an interim basis, from Wells Fargo
Business Credit and Summit Investment Management LLC was denied by
the the Hon. James M. Marlar of the U.S. Bankruptcy Court for the
District of Arizona.

Judge Marlar did not say whether he'll allow the Debtor's proposal
to use the cash collateral.

Prior to the Court's order on the matter, Countrywide Warehouse
Lending reminded the Court that it does not consent to granting
any senior, priming liens on its collateral and the Debtor's use
of its "cash collateral."

Pursuant to a Revolving Credit and Security Agreement dated as of
June 8, 2007, Countrywide Lending provided the Debtor with a line
of credit to be used for originating, acquiring or repurchasing
mortgage loans.  Countrywide Lending holds a first-priority
security interest in and lien upon certain certain collateral,
which includes the mortgage loans, and funds deposited and
received by the Debtor in connection with the servicing,
administering or collecting on the mortgage loans.

In Countrywide's behalf, Robert J. Miller, Esq., at Bryan Cave
LLP, in Phoenix, Arizona, asserted that the Debtor cannot possibly
provide "adequate protection" to Countrywide Lending for the use
of its "cash collateral."  He noted:

   (i) The Debtor's continued use of Countrywide Lending's "cash
       collateral" will cause a decline in the value of the
       Warehouse Collateral and impair Countrywide Lending's
       interests in the collateral.  For example, the Debtor
       admits that it never segregates funds it collects from
       servicing mortgage loans from the cash receipts of its
       business operations, severely impairing Countrywide
       Lending's ability to account for its cash collateral; and

  (ii) The Debtor has not established how it intends to generate
       or have available sufficient unencumbered postpetition
       property with which to protect Countrywide Lending from a
       diminution in the value of its interest in the Warehouse
       Collateral.

Additionally, Washington Mutual Bank stated that some of the
Debtor's $3,800,000 cash-on-hand may constitute traceable proceeds
of mortgage loan assets, which are therefore owned by the buyers
or may otherwise constitute WaMu's and the buyers' cash collateral
within the meaning of Section 363(a) of the Bankruptcy Code.

Pursuant to certain prepetition repurchase agreements, the Debtor
agreed to (i) sell to WaMu and certain financial institutions, as
buyers, certain mortgage loan obligations, and (ii) repurchase
the assets from the buyers for an amount equal to the original
purchase price paid by the buyers, plus a Price Differential, to
compensate the buyers for the Debtor's use of their funds.  

As of bankruptcy filing, the Debtor had outstanding to WaMu and
the Buyers repurchase obligations in the aggregate principal
amount of approximately $193,341,730, plus accrued and accruing
Price Differential, and fees, expenses, charges and other
obligations.

WaMu has possession of a number of original mortgage notes
evidencing the Mortgage Loan Assets, which it holds as collateral
for Debtor's obligations under the Repo Agreements.

WaMu believes that the adequate protection offered to WaMu and
the buyers to compensate them for the use of their cash is
woefully deficient.  Michael McGrath, Esq., at Mesch, Clark &
Rothschild, P.C., in Tucson, Arizona, asserts that essentially,
the Debtor is seeking to use the cash collateral in exchange for
simply agreeing not to contest a request by WaMu and the buyers
for adequate protection in the form of a junior lien on the
Debtor's assets.  Thus, Mr. McGrath says, WaMu and the buyers
have no assurance that they will be compensated for the Debtor's
use of their cash.

Given that Debtor is no longer operating and thus will not
generate new postpetition assets, and that Debtor is proposing to
grant to the DIP Lenders a senior lien on all of its assets,
every dollar of WaMu's and the buyer's cash collateral used by
Debtor is unlikely to be replaced, Mr. McGrath told the Court.

                        About First Magnus

Based in Tucson, Arizona, First Magnus Financial Corporation --
http://www.firstmagnus.com/-- purchases and sells prime and Alt-A   
mortgage loans secured by one-to-four unit residences.  The
company filed for chapter 11 protection on August 21, 2007 (Bankr.
D. Ariz. Case No.: 07-01578).  When the Debtor filed for
bankruptcy, it listed total assets of $942,109,860 and total
debts of $812,533,046.  

The Debtor's exclusive period to file a plan expires on Dec. 19,
2007.  (First Magnus Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or   
215/945-7000).


FIRST MAGNUS: Committee Balks at WNS' Membership Request
--------------------------------------------------------
The Official Committee of Unsecured Creditors in First
Magnus Financial Corporation's Chapter 11 case tells the
U.S. Bankruptcy Court for the District of Arizona that
WNS North America Inc. has not met the relevant legal standards
for showing why the Committee's membership should be amended.  

According to the Committee, WNS' reasons are not sufficient
grounds for its inclusion to the Committee.

Following the United States Trustee for the District of
Arizona's appointment of five Creditors Committee members,
WNS asked the Court that it be included in the Creditors
Committee.  

WNS noted that that it was listed by the Debtor on its list of 20
largest unsecured creditors, as the holder of the second largest
unsecured claims amounting to approximately $2,800,000.  WNS added
that its general counsel Robert E. Michael, Esq., Robert E.
Michael & Associates, PLLC, in New York, is very knowledgeable
about securitization issues and finance and could assist the
Committee understand and analyze the issues likely to be raised
in this case through the participation of WNS on the Committee.

WNS said that it wasn't appointed by the U.S. Trustee to the
Committee because the Debtor's parent First Magnus Capital, owns
approximately 1% of the shares of WNS.  WNS, however, pointed out
that the U.S. Trustee has not explained why this would render WNS
unwilling or unable to perform its fiduciary obligation to
protect the interests of unsecured creditors.  

Representing the Creditors Committee, Michael D. Warner, Esq., at
Warner Stevens, LLP, in Forth Worth, Texas, contends that
the Committee is presently comprised of a cross-section of the
Debtor's creditors and adequately represents the interest of
various types of unsecured creditors.

Mr. Warner points out that WNS' particular interest -- as a loan
servicer -- is already represented by Aurora Loan Services.

The fact that WNS holds a large claim is irrelevant, Mr. Warner
says.

He notes that the existing Committee is well-organized and
cohesive.

Based in Tucson, Arizona, First Magnus Financial Corporation --
http://www.firstmagnus.com/-- purchases and sells prime and Alt-A   
mortgage loans secured by one-to-four unit residences.  The
company filed for chapter 11 protection on August 21, 2007 (Bankr.
D. Ariz. Case No.: 07-01578).  When the Debtor filed for
bankruptcy, it listed total assets of $942,109,860 and total
debts of $812,533,046.  

The Debtor's exclusive period to file a plan expires on Dec. 19,
2007.  (First Magnus Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or   
215/945-7000).


FREMONT HOME: Fitch Cuts Ratings on $330 Million Certificates
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on Fremont Home Loan
Trust 2006-B mortgage pass-through certificates.

Affirmations total $665.6 million and downgrades total
$330 million.  Break Loss percentages and Loss Coverage Ratios for
each class, rated 'B' or higher, are included with the rating
actions as:

Fremont Home Loan Trust 2006-B Pool 1 (First Liens)

  -- $588.8 million class A affirmed at 'AAA' (BL: 32.27, LCR:
     2.33);

  -- $45.1 million class M-1 affirmed at 'AA+' (BL: 29.09, LCR:
     2.10);
  -- $31.6 million class M-2 affirmed at 'AA' (BL: 26.17, LCR:
     1.89);

  -- $18.5 million class M-3 downgraded to 'A+' from 'AA-' (BL:
     23.91, LCR: 1.73);

  -- $17 million class M-4 downgraded to 'A' from 'A+' (BL:
     21.77, LCR: 1.57);

  -- $16 million class M-5 downgraded to 'A-' from 'A' (BL:
     19.76, LCR: 1.43);

  -- $15 million class M-6 downgraded to 'BBB' from 'A-' (BL:
     17.84, LCR: 1.29);

  -- $14.5 million class M-7 downgraded to 'BBB-' from 'BBB+'
     (BL: 15.94, LCR: 1.15);

  -- $12.5 million class M-8 downgraded to 'BB+' from 'BBB+'
     (BL: 14.29, LCR: 1.03);

  -- $9.5 million class M-9 downgraded to 'BB-' from 'BBB' (BL:
     12.99, LCR: 0.94);

  -- $6.5 million class M-10 downgraded to 'B+' from 'BBB-'
     (BL: 12.02, LCR: 0.87);

  -- $10 million class M-11 downgraded to 'B' from 'BB+' (BL:
     10.65, LCR: 0.77).

Deal Summary

  -- Originators: 100% Fremont Investment and Loan;
  -- 60+ day Delinquency: 21.52%;
  -- Realized Losses to date (% of Original Balance): 1.26%;
  -- Expected Remaining Losses (% of Current Balance): 13.83%;
  -- Cumulative Expected Losses (% of Original Balance):
     12.31%.

Fremont Home Loan Trust 2006-B Pool 2 (Second Liens)

  -- $146.9 million class SL-A downgraded to 'B' from 'AAA'
     (BL: 40.09, LCR: 0.78);

  -- $13.6 million class SL-M1 downgraded to 'C/DR6' from
     'AA+';

  -- $12.1 million class SL-M2 downgraded to 'C/DR6' from
    'AA+';

  -- $8.3 million class SL-M3 downgraded to 'C/DR6' from 'AA';

  -- $7.3 million class SL-M4 downgraded to 'C/DR6' from 'AA-';

  -- $7.6 million class SL-M5 downgraded to 'C/DR6' from
     'BBB-';

  -- $7 million class SL-M6 downgraded to 'C/DR6' from 'BB-';

  -- $6.9 million class SL-M7 downgraded to 'C/DR6' from 'B'.

Deal Summary

  -- Originators: 100% Fremont Investment and Loan;
  -- 60+ day Delinquency: 14.13%;
  -- Realized Losses to date (% of Original Balance): 13.36%;
  -- Expected Remaining Losses (% of Current Balance): 51.49%;
  -- Cumulative Expected Losses (% of Original Balance):
     51.10%.


FREMONT HOME: Fitch Cuts Ratings on $38.1 Million Certificates
--------------------------------------------------------------
Fitch Ratings has taken these rating actions on Fremont Home Loan
Trust mortgage pass-through certificates.  Affirmations total
$274.7 million and downgrades total $38.1 million.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

Fremont 2005-2

  -- $128 million class A affirmed at 'AAA' (BL: 66.52, LCR:
     5.04);

  -- $40 million class M-1 affirmed at 'AA+' (BL: 54.06, LCR:
     4.10);

  -- $27.4 million class M-2 affirmed at 'AA+' (BL: 41.90, LCR:
     3.18);

  -- $18.6 million class M-3 affirmed at 'AA' (BL: 37.88, LCR:
     2.87);

  -- $13.7 million class M-4 affirmed at 'AA-' (BL: 34.59, LCR:
     2.62);

  -- $13.3 million class M-5 affirmed at 'A+' (BL: 30.63, LCR:
     2.32);

  -- $11.8 million class M-6 affirmed at 'A' (BL: 26.82, LCR:
     2.03);

  -- $12.1 million class M-7 affirmed at 'A-' (BL: 22.77, LCR:
     1.73);

  -- $9.5 million class M-8 affirmed at 'BBB+' (BL: 19.58, LCR:
     1.48);

  -- $8 million class M-9 downgraded to 'BBB' from 'BBB+' (BL:
     16.78, LCR: 1.27).

  -- $7.6 million class B-1downgraded to 'BB+' from 'BBB' (BL:
     14.08, LCR: 1.07).

  -- $9.1 million class B-2 downgraded to 'B+' from 'BBB-' (BL:
     11.01, LCR: 0.83).

  -- $6 million class B-3 downgraded to 'CCC' from 'BB+' (BL:
     9.01, LCR: 0.68).

  -- $7.2 million class B-4 downgraded to 'CCC' from 'BB' (BL:
     6.69, LCR: 0.51).

Deal Summary

  -- Originators: 100% Fremont Investment & Loan;
  -- 60+ day Delinquency: 23.15%;
  -- Realized Losses to date (% of Original Balance): 1.15%;
  -- Expected Remaining Losses (% of Current Balance): 13.19%;
  -- Cumulative Expected Losses (% of Original Balance): 6.70%.

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.


GENERAL MOTORS: Crossover Units Lure Drivers from Asian Cars
------------------------------------------------------------
General Motors Corp., which is struggling to stem losses and
increase lagging U.S. sales, has found a bright spot in the three
large crossover vehicles it launched in the past year, namely
Buick Enclave, GMC Acadia and Saturn Outlook, Neal Boudette writes
for the Wall Street Journal.

The units, which are all top-sellers, have achieved what other
Detroit vehicles are having a tough time doing -- enticing
drivers away from imported brands, particulary Asian-brand cars.  
Due to the trio's brisk sales, a GM plant in Lansing, Michigan, is
now running at full capacity, Mr. Boudette of WSJ states.

According to the report, the trio each has three rows of seats
and looks like big sport-utility vehicles, but they are lighter,
have a smoother ride and get better gas mileage than SUVs.

GM, Ford Motor Co. and Chrysler LLC remain the dominant
manufacturers of trucks, but they are all experiencing a
continuing slump in pickup and SUV sales in the wake of high
gasoline prices and changing consumer tastes, WSJ relates.  The
three auto makers are each undergoing restructuring efforts to
turn around their North American operations and stem their
decades-long slide in market share.

GM doesn't disclose its vehicles’ profit margins, but other
measures indicate the three crossovers are performing well
financially, such as the recent addition of a third shift at the
Michigan plant producing the vehicles, at a time when GM is
trimming production of its full-size SUVs and pickup trucks, Mr.
Boudette writes for WSJ.

Concurrently, a Chevrolet version is in the works, and could
skim buyers from the Buick, GMC and Saturn models.  The Chevy
model will be built in a separate plant in Spring Hill,
Tennessee, the report says.

                      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: Inks MOU with Isuzu Motors for Comm'l Car Deal
--------------------------------------------------------------
General Motors Corp. and Isuzu Motors Limited have signed a
memorandum of understanding to reinforce their strategic
partnership and expand the sales of commercial vehicles in three
South American countries in the Andean region.

The agreement includes a full-scale feasibility study to assess
the establishment of a joint venture that will specialize in the
sales of Isuzu commercial vehicles badged as Chevrolet in
Colombia, Venezuela and Ecuador.

"GM and Isuzu have a long-standing commercial relationship and,
over the years, we have steadily increased sales and market
share of Isuzu commercial vehicles built by GM's manufacturing
operations in South America under the Chevrolet brand and
distribution channel.  Given the expected growth in this region,
we are very pleased to expand our relationship with Isuzu," said
Pablo Ross, president and managing director of GM's Andean
Region.

In 2006, GM sold 14,580 Isuzu trucks, capturing 24.7% of the
Andean commercial vehicle market that has more than doubled
since 2003.  GM and Isuzu plan to significantly increase sales
and market share of commercial vehicles in the region by
reinforcing sales functions and launching the new Isuzu N-series
and F-series trucks.

"The MOU and our agreement this time is in line with Isuzu's
efforts addressed in the mid-term business plan to expand
commercial vehicles sales in overseas markets.  Our reinforced
collaboration with GM will enable us to set a solid foundation
to aggressively promote the sales expansion and market share
increase of Isuzu's new N-series and F-series trucks," said
Yoshifumi Komura, executive officer in charge of International
Sales of Isuzu Motors Limited.

The feasibility study is expected to be completed by the end of
2007.

                       About Isuzu Motors

Headquartered in Tokyo, Japan, Isuzu Motors Limited --
http://www.isuzu.co.jp/-- is engaged in the manufacture and    
sale of automobile, automobile parts, as well as industrial
engines.  The company carries products such as light commercial
vehicles (LCVs) and commercial vehicles, which include large-
size trucks and buses, small-size trucks and pickup trucks,
among others.  It also manufactures and sells engines and
components.  Through its subsidiaries, the company is also
engaged in the provision of logistics services and other
services.  The company has offices in Japan, the United States,
Mexico, Belgium, and Thailand, among others.

                      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.


GLIMCHER REALTY: Board Declares $0.48 per Share Cash Dividend
-------------------------------------------------------------
The board of trustees of Glimcher Realty Trust has declared a cash
dividend of $0.4808 per common share for the third quarter of
2007.  The cash dividend is payable on Oct. 15, 2007, to
shareholders of record on Sept. 28, 2007.  On an annualized basis,
this is the equivalent of $1.9232 per share.
    
In addition, the company declared a cash dividend of $0.5469 per
Series F preferred share of beneficial interest for the third
quarter of 2007.  The cash dividend is payable on October 15,
2007, to shareholders of record on Sept. 28, 2007.  On an
annualized basis, this is the equivalent of $2.1876 per preferred
share.
    
Finally, the company declared a cash dividend of $0.5078 per
Series G preferred share of beneficial interest for the third
quarter of 2007.  The cash dividend is payable on Oct. 15, 2007,
to shareholders of record on Sept. 28, 2007.  On an annualized
basis, this is the equivalent of $2.0312 per preferred share.
  
Headquartered in Columbus, Ohio, Glimcher Realty Trust (NYSE: GRT)
http://www.glimcher.com/-- is an integrated self-administered  
and self-managed real estate investment trust.  The company is
engaged in the ownership, management, acquisition and development
of regional and super-regional malls.  As of Dec. 31, 2006, the
Properties consisted of 26 Malls (24 wholly owned and two
partially owned through a joint venture) containing an aggregate
of 23.7 million square feet of gross leasable area and four
Community Centers containing an aggregate of one million square
feet of GLA.

                         *     *     *

As reported in the Troubled Company Reporter on July 12, 2006,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit and 'B' preferred stock ratings on Glimcher Realty Trust.  
S&P said the outlook is stable.


GS MORTGAGE: Fitch Lowers Ratings on $547.4 Million Certificates
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on GS Mortgage
Securities Corporation mortgage pass-through certificates.  
Affirmations total $220 million and downgrades total
$547.4 million.  Break Loss percentages and Loss Coverage Ratios
for each class, rated B or higher, are included with the rating
actions as:

GSAMP 2006-S1

  -- $17.7 million class A2A affirmed at 'AAA' (BL: 76.40, LCR:
     1.76);

  -- $139.8 million class A1, A2B downgraded to 'BBB+' from
     'AAA' (BL: 57.02, LCR: 1.31);

  -- $47.5 million class M1 downgraded to 'BB-' from 'AA+' (BL:
     40.96, LCR: 0.94);

  -- $41 million class M2 downgraded to 'C/DR6' from 'A+':

  -- $12.6 million class M3 downgraded to 'C/DR6' from 'A';

  -- $13.6 million class M4 downgraded to 'C/DR6' from 'BBB-';

  -- $12.1 million class M5 downgraded to 'C/DR6' from 'BB';

  -- $9.5 million class M6 downgraded to 'C/DR6' from 'BB-';

  -- $5.8 million class B1 remains at 'C/DR6'.

Deal Summary

  -- Originators: Long Beach (100%);
  -- 60+ day Delinquency: 9.13%;
  -- Realized Losses to date (% of Original Balance): 11.83%;
  -- Expected Remaining Losses (% of Current Balance): 43.40%;
  -- Cumulative Expected Losses (% of Original Balance):
     37.04%.

GSAMP 2006-S2

  -- $166.5 million class A-1A, A-1B, A-2 affirmed at 'AAA'
     (BL: 66.96, LCR: 2.02);

  -- $100.0 million class A-3 downgraded to 'A+' from 'AAA'
     (BL: 54.38, LCR: 1.64);

  -- $79.3 million class M-1 downgraded to 'BBB-' from 'AA'
     (BL: 37.17, LCR: 1.12);

  -- $16.6 million class M-2 downgraded to 'BB' from 'AA-' (BL:
     33.52, LCR: 1.01);

  -- $35.2 million class M-3 downgraded to 'B' from 'A' (BL:
     25.79, LCR: 0.78);

  -- $12.9 million class M-4 downgraded to 'C/DR6' from 'A-';

  -- $15.5 million class M-5 downgraded to 'C/DR6' from 'BB+';

  -- $11.8 million class M-6 downgraded to 'C/DR6' from 'BB';

  -- $21.1 million class M-7 remains at 'C/DR6';

  -- $9.1 million class B-1 remains at 'C/DR6'.

Deal Summary

  -- Originators: New Century (100%);
  -- 60+ day Delinquency: 9.71%;
  -- Realized Losses to date (% of Original Balance): 8.85%;
  -- Expected Remaining Losses (% of Current Balance): 33.23%;
  -- Cumulative Expected Losses (% of Original Balance):
     29.85%.

In addition, all of the above classes except for class B1 of
series GSAMP 2006-S1 and classes M7 and B1 of series GSAMP 2006-S2
are removed from Rating Watch Negative.

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 late
2005 and 2006 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.


GUESS? INC: Earns $37.5 Million in Second Quarter Ended August 4
----------------------------------------------------------------
Guess?, Inc. has reported record net earnings of $37.5 million for
the second quarter of its 2008 fiscal, which ended Aug. 4, 2007.  
An increase of 81.5% compared to net earnings of $20.6 million for
the recast quarter ended July 29, 2006.

"We are very pleased with our record financial results this
quarter, which reflect the continued strength of the Guess brand,
the success of our ongoing investments in long-term initiatives,
such as Europe, Asia, and our accessories lines, and the
consistency with which we are growing our business in North
America and abroad," Paul Marciano, Chief Executive Officer,
commented.  "We increased our revenues by 48%, as all of our
businesses delivered double digit revenue increases."

"Strong performance across all of our product lines in our retail
business in North America led to a 16.2% same store sales increase
for the quarter," Mr. Marciano continued.  "This was our 18th
consecutive quarter of same store sales growth.  Our European
segment was especially strong, and contributed nearly half of the
Company's revenue growth with a 121% increase in revenues.
Strength in our Asian business, driven mainly by our South Korean
operation, contributed to a 75% revenue increase in the wholesale
segment.  Our licensing business also continued to perform well
above our expectations -- posting revenue growth of 51% in the
quarter."

"On a consolidated basis, we increased net earnings by 82%, with
each of our business segments contributing to this growth," Mr.
Marciano concluded.  "Our operating margin also improved to 15.3%
from 12.8% last year, even with the investments we made in our
long-term initiatives during the quarter.  This marks another
quarter of record earnings for our company, and the 16th
consecutive quarter of earnings growth."

Total net revenue for the second quarter of fiscal 2008 increased
48.2% to $388.3 million from $261.9 million in the prior-year
period.  The company's retail stores in the U.S. and Canada
generated revenue of $201.6 million in the second quarter of
fiscal 2008, a 21.4% increase from $166.1 million in the same
period a year ago.  Comparable store sales increased 16.2% for the
quarter ended Aug. 4, 2007, compared to the thirteen weeks ended
Aug. 5, 2006.  The company operated 347 retail stores in the U.S.
and Canada at the end of the second quarter of fiscal 2008 versus
322 stores a year earlier.

Net revenue from the company's wholesale segment, which includes
the company's Asian operations, increased 74.5% to $57.3 million
in the second quarter of fiscal 2008, from $32.8 million in the
prior-year period.

Net revenue from the Company's European segment increased 121.2%
to $107.9 million in the second quarter of fiscal 2008, compared
to $48.8 million in the prior-year period.

Licensing segment net revenue increased 51.1% to $21.5 million in
the second quarter of fiscal 2008, from $14.3 million in the
prior-year period.

Operating earnings for the second quarter of fiscal 2008 increased
76.4% to $59.4 million from $33.6 million in the prior-year
period.  Operating margin in the second quarter improved 250 basis
points to 15.3%, compared to the prior year's quarter.  This
margin expansion was driven by improved leverage over occupancy
costs and the positive impact of higher margin businesses in the
period.

                           Outlook

The company's expectations for the fiscal year ending
Feb. 2, 2008, are:

   -- Consolidated net revenues are expected to range from
      $1.56 billion to $1.60 billion.

   -- Operating margin is expected to be about 17.5%.

   -- Diluted earnings per share are expected to be in the   
      range of $1.79 to $1.84.

The fiscal year ending Feb. 2, 2008, will include 52 weeks and a
four-week January period, compared to the recast year ended
Feb. 3, 2007, which included 53 weeks and a five-week January
period.

                         Dividend

The company also announced today that its Board of Directors has
increased its quarterly cash dividend by 33.3% to $0.08 per share
on the company's common stock.  The dividend will be payable on
Oct. 5, 2007 to shareholders of record at the close of business on
Sept. 19, 2007.

                       About Guess?

Headquartered in Los Angeles, California, Guess? Inc. (NYSE: GES)
-- http://www.guessinc.com/-- designs, markets, distributes and  
licenses a lifestyle collection of contemporary apparel,
accessories and related consumer products.  At May 5, 2007, the
company operated 336 retail stores in the United States and
Canada.  The company also distributes its products through better
department and specialty stores around the world, including the
Philippines, Hungary and the Dominican Republic.

                       *     *     *

Guess? Inc. still carries Standard & Poor's "BB" long-term
foreign and local issuer credit ratings, which were assigned in
December 2006.


HARMONY: S&P Holds Bond's B Rating and Revises Outlook to Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Harmony (Zedakah Foundation Project), Minnesota's multifamily
housing revenue refunding bonds series 1997A to stable from
negative.  At the same time, Standard & Poor's affirmed its 'B'
rating on the bonds.
     
The outlook revision reflects the project's stable operating
performance; stable debt service coverage, which is below 1x; a
debt service reserve fund funded slightly under maximum annual
debt service; and contract rent above fair market rents, limiting
the ability of the project to obtain rental increases in the
future.
     
The audited financial results for the year ended Dec. 31, 2006,
indicate that the performance of the project has remained stable
with the debt service coverage at 0.90x maximum annual debt
service.  Average rental income for the project increased to $529
per unit per month from $518 per unit per month in fiscal 2005.  
The average rents are currently above fair market rents, making
the properties susceptible to rent freezes.
     
Expense per unit has increased to $4,050 from $3,905 in fiscal
2005.  The increase in expenses is primarily due to a 29% increase
in administrative expenses and a 6% increase in utility expenses.  
The expense ratio for fiscal 2006 is at 59.29%, marginally higher
than that for fiscal 2005.
     
Debt per unit was $27,978 as of June 30, 2007.
     
According to the project manager, the average physical occupancy
continues to remain strong at the properties for fiscal 2006.  
     
The debt service reserve fund is funded at slightly below the
maximum annual debt service as of June 30, 2007.  The trustee has
indicated that the project has been using funds in the debt
service reserve fund to pay legal fees when necessary, and there
are no surplus funds available.  All funds are invested pursuant
to guaranteed investment contracts with MBIA Inc. (AA/Stable).
     
The Zedakah Foundation project is composed of seven multifamily
rental housing projects located in various cities in Minnesota.  
The projects are composed of both apartment buildings and town
homes.  All of the projects are subsidized by Section 8 payments
that are coterminous with bond maturity in 2020.  The project
owner, Zedakah Foundation, has contracted with Planned Investments
Inc. to act as the project manager.


HOMEBANC CORP: Gets Interim Okay to Use Lenders' Cash Collateral
----------------------------------------------------------------
In his interim order, the Hon. Kevin J. Carey authorized HomeBanc
Corp. and its debtor-affiliates the Debtors to access the cash
derived from operating their loan servicing business, which is
claimed as collateral by their prepetition lenders.

The Debtor will use the funds to pay for expenses stated in a 16-
week
budget, a projected cash flow statement as of August 23, 2007, for
the periods August 13, through November 26, 2007.  A copy of that
budget is available for free at
http://researcharchives.com/t/s?2336

The Court ruled that the Debtors' right to use the Cash Collateral
will terminate automatically upon the termination date, which is
the earliest to occur of (i) the date which is 25 days following
the date of entry of the Interim Order, if the Final Order has
not been entered by the Court on or before that date, (ii)
maturity date on November 30, 2007, (iii) confirmation date of a
plan, (iv) date of receipt of proceeds of the servicing asset
sale, and (v) the acceleration of the Loans and the termination
of the total commitment.  If the termination date occurs because
of the Servicing Asset sale, the Prepetition Agent will have the
right to allow the Debtors to continue to use Cash Collateral.

A final hearing on the matter is scheduled tomorrow, Sept. 12,
2007,
at 1:30 p.m.

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

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

The Debtors' exclusive period to file a plan ends on Dec. 7, 2007.
(HomeBanc Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


HOMEBANC CORP: $8,500,000 JPMorgan DIP Facility Gets Interim OK
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
HomeBanc Corp. and its debtor-affiliates authority, on an
interim basis, to borrow up to an aggregate principal amount of
$1,000,000, from the $8,500,000 postpetition financing provided
by JPMorgan, as agent to the Debtors' lenders.

The financing matures on Nov. 30, 2007.  Advances under the
facility will bear interest at the alternate base rate -- prime
plus 1.25%.  Upon the occurrence and during the continuance of any
event of default, the applicable interest rate will increase by
2% per annum.

Use of cash collateral and borrowings under the facility for each
calendar week, pending entry of the final order, will be subject
to a 10% variance.  

All of the DIP obligations will constitute allowed claims against
the Debtors with priority over any and all administrative
expenses, diminution claims and all other claims against the
Debtors, now existing

As adequate protection, the Debtors provide their lenders these
security interests and liens:

    -- First lien on cash balances and unencumbered property;
    -- Priming liens;
    -- Liens junior to certain other liens; and
    -- Liens senior to certain other liens

The Court stated that so long as there are any borrowings or
other amounts outstanding, or the DIP Lenders have any commitment
under the DIP Credit Agreement, the Prepetition Agent and
Prepetition Secured Lenders will:

    -- take no action to foreclose upon or recover in connection
       with the liens granted thereto pusuant to the Existing
       Agreements or the interim order, or otherwise exercise
       remedies against any Collateral, except to the extent
       authorized by Court order or consented to by the DIP
       Lenders;

    -- be deemed to have consented to any release of Collateral
       authorized under the DIP Documents; and

    -- not file any further financing statements, trademark
       filings, copyright filings, mortgages, notices of lien or
       similar instruments, or otherwise take any action to
       perfect their security interests in the Collateral.

The final hearing is scheduled for Sept. 12, 2007, at 1:30 p.m.

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

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

The Debtors' exclusive period to file a plan ends on Dec. 7, 2007.
(HomeBanc Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


HOMESTAR MORTGAGE: Moody's Puts Ratings on 9 Certs. Under Review
----------------------------------------------------------------
Moody's Investors Service placed on review for possible upgrade or
for possible downgrade nine classes of certificates from five
deals issued by Homestar Mortgage Acceptance Corp.  The actions
are based on the analysis of the credit enhancement provided by
subordination, overcollateralization and excess spread relative to
expected losses.  The transactions are backed by mostly Alt-A,
fixed and adjustable-rate mortgage loans.

Complete rating actions are:

Issuer: Homestar Mortgage Acceptance Corp. Asset-Backed Pass-
Through Certificates, Series 2004-2

-- Cl. M-5, Placed on Review for Possible Downgrade, currently
    B1

Issuer: Homestar Mortgage Acceptance Corp. Asset-Backed Pass-
Through Certificates, Series 2004-3

-- Cl. M-1, Placed on Review for Possible Upgrade, currently
    Aa2

Issuer: Homestar Mortgage Acceptance Corp. Asset-Backed Pass-
Through Certificates, Series 2004-4

-- Class M-3, Placed on Review for Possible Upgrade, currently
    A2

-- Class M-1, Placed on Review for Possible Upgrade, currently
    Aa2

-- Class M-2, Placed on Review for Possible Upgrade, currently
    Aa3

Issuer: Homestar Mortgage Acceptance Corp. Asset-Backed Pass-
Through Certificates, Series 2004-5

-- Class M-3, Placed on Review for Possible Upgrade, currently
    A1

-- Class M-1, Placed on Review for Possible Upgrade, currently
    Aa1

-- Class M-2, Placed on Review for Possible Upgrade, currently
    Aa2

Issuer: Homestar Mortgage Acceptance Corp. Asset-Backed Pass-
Through Certificates, Series 2004-6

-- Class M-8, Placed on Review for Possible Downgrade,
    currently Baa3


HORIZON PAINTING: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Horizon Painting, Inc.
        dba Horizon, Inc.
        18750 Fort Street, Unit 20
        Riverview, MI 48193

Bankruptcy Case No.: 07-5768

Type of business: The Debtor provides painting and wallcovering
                  services.

Chapter 11 Petition Date: September 6, 2007

Court: Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Jayson Ruff, Esq.
                  Stephen M. Gross, Esq.
                  MacDonald Hopkins, P.L.C.
                  39533 Woodward Avenue, Suite 318
                  Bloomfield Hills, MI 48304
                  Tel: (248) 646-5070

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Mid-American Gunite, Inc.      trade debt                $980,000
8475 Port Sunlight
Newport, MI 48166

Great Lakes Funding, Ltd.      bank loan                 $195,000
c/o Mark Dottore, Receiver
2344 Canal Road
Cleveland, OH 44113

National City Bank             bank loan                 $185,843
755 West Big Beaver Road,
Suite 1500
Troy, MI 48084

Laborers Pension Trust Fund    trade debt                $158,352

M.L. Man, L.L.C.               trade debt                 $87,590

Bank of America                bank loan                  $61,161

Capital One                    bank loan                  $27,858

U.S. Bank                      bank loan                  $27,528

LaSalle Bank                   bank loan                  $27,060

Chase                          bank loan                  $25,725

Glenn Baker                    trade debt                 $22,000

Terry DeWitt                   trade debt                 $21,000

Chase                          bank loan;                $102,756
                               value of collateral:
                               $1,230,930;

Key Bank                       bank loan                  $13,857

City of Riverview              tax debt                   $13,000

Advanta                        bank loan                  $12,204


ICONIX BRAND: Inks Pact to Buy Official Pillowtex for $231 Million
------------------------------------------------------------------
Iconix Brand Group Inc. has entered into a definitive agreement to
purchase Official Pillowtex LLC for $231 million in cash with
contingent payments of up to an additional $15 million in cash
based upon the brands surpassing specific revenue targets.

Official Pillowtex is a licensing company that owns a large
portfolio of home brands including four primary brands, Cannon,
Royal Velvet, Fieldcrest and Charisma and numerous others
home brands including St. Mary's and Santa Cruz.  

The four primary brands are all currently licensed in the U.S.:
Cannon and Royal Velvet to Li & Fung USA, Fieldcrest to Target
Stores and Charisma to Westpoint Stevens. In the aggregate the
four brands are estimated to generate between $35 and $37 million
in 2008 royalty revenue with direct expenses of between $5 and
$7 million, and will be accretive to earnings.  Total aggregate
guaranteed royalty revenue for the brands equals approximately
$160 million or approximately 65% of the purchase price.

According to Neil Cole, Chairman and CEO of Iconix Brand Group,
"This is a transformative acquisition for Iconix as our brand
portfolio now transcends the fashion industry with the addition
of four iconic home brands.  These brands have a combined three
hundred years of history and a level of awareness and authenticity
that few brands in any category can match.  We believe that the
home industry is an ideal fit for our first acquisition outside
of fashion as there is a lack of innovative marketing and
differentiation among brands.  I believe that our marketing
expertise will enable us to maximize the potential of these iconic
brands and realize numerous growth opportunities including
extending their reach into new categories in the home as well as
into new markets around the world and developing some of the
additional smaller brands within the Pillowtex portfolio."

The purchase price for the acquisition will be paid by Iconix in
cash.  The acquisition is anticipated to close later this year
and is subject to customary closing conditions including clearance
under the Hart-Scott-Rodino Anti Trust Improvements Act of 1976,
as amended.

Based in New York City, Iconix Brand Group Inc. (Nasdaq: ICON)
-- http://www.iconixbrand.com/-- owns fashion brands to retail   
distribution from the luxury market.  The company licenses its
brands to retailers and manufacturers worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on June 20, 2007,
Standard & Poor's Ratings Services revised its ratings outlook on
Iconix Brand Group Inc. to negative.  At the same time, Standard
& Poor's assigned its 'B-' debt rating to Iconix's then proposed
$250 million convertible senior subordinated notes due 2012.  

As reported in the Troubled Company Reporter on June 18, 2007,
Moody's Investors Service affirmed Iconix Brand Group Inc.'s
corporate family rating at B1 and assigned a B3 rating to the
company's then proposed $250 million convertible senior
subordinated note offering.


INTERSTATE BAKERIES: Teamsters Break Off Negotiations
-----------------------------------------------------
International Brotherhood of Teamsters General President Jim Hoffa
and Bakery Conference Director Richard Volpe disclosed that
Teamsters negotiators have broken off talks with Interstate
Bakeries Corporation due to the company's intransigent positions
and refusal to discuss alternate options available to the company
as it struggles to emerge from bankruptcy proceedings.  The
Teamsters represent more than 10,000 men and women at IBC who are
covered by nearly 300 separate collective bargaining agreements.

"The Teamsters entered negotiations this week with an open mind,"
Mr. Volpe said.  "We fully understand the company's financial and
competitive position.  In fact, our members have negotiated and
agreed to sacrifices that resulted in more than $16 million in
annual savings to the company.  Not only does the company refuse
to recognize those contributions, the company continues to exclude
viable investment partners that could result in its emergence from
bankruptcy."

Prior to entering the current round of negotiations, IBC announced
the closing of its southern California operations that would put
1,300 union members out of work, including 800 Teamsters.  Despite
never indicating to the Teamsters or BCTGM of its intention to
close the bulk of its southern California operations, IBC
management is now demanding that workers agree to significant
concessions or face additional closings.  This approach will only
result in the further devaluation of the company during this
tenuous period.

"We refuse to negotiate with a gun to our heads," Mr. Hoffa said.  
"Our members will take the necessary actions to show the company
that they are prepared to stand and fight for their livelihoods."

The company has refused to consider putting the closing of
Southern California bread operations on hold pending further
discussions.  It has also refused to guarantee that should workers
agree to concessions, the company will not close the rest of the
operations anyway.  It has even refused to promise that work
currently performed by Teamsters will continue to be performed by
Teamsters.

Further, IBC continues to demand that Teamster workers contribute
more than $320 million over five years, a vastly disproportionate
share.

"Make no mistake, we are prepared to be creative and to consider
all options that would help IBC once again be an industry leader,
either as a stand-alone company or sold to a willing partner," Mr.
Volpe said.

The Teamsters Union has encouraged several investors to come to
the table only to be told that the company is requiring those
potential investors to sign an agreement that prohibits them from
talking with the Union.

"We call on the company, and the other constituents in the
bankruptcy process, to work with us to formulate a plan that
brings IBC out of bankruptcy," Mr. Volpe added.  "We are prepared
to look at ways to save additional costs.  However, we must be
viewed as a party that has a significant investment in the
process.  Further, we call on the company to cease excluding
viable investment partners, restricting alternatives that will
only drive down the value of the company."

Founded in 1903, The International Brotherhood of Teamsters
represents more than 1.4 million hardworking men and women.

                   About Interstate Bakeries

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

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

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


INTERSTATE BAKERIES: Disappointed Over IBT Suspended Talks
----------------------------------------------------------
Interstate Bakeries Corp. issued a response to the statement
issued by the International Brotherhood of Teamsters.

"We have been in discussions with the Teamsters since the end of
June.  Their decision to break off talks with IBC now is
regrettable.  The jobs of approximately 25,000 employees,
including approximately 10,000 of their members, are at stake.  We
remain committed to saving the company and providing better jobs
for our employees."

IBC disclosed that the assertions made by IBT General President
Jim Hoffa and Bakery Conference Director Richard Volpe are
inaccurate.  Here are the facts:

Since joining the company as CEO in February 2007, Craig Jung
has stated repeatedly that the company will either reshape or
exit problem markets.  The IBT and other constituents have been
aware since at least June 2006 that Southern California has
been regarded as a problem market.  During a meeting with senior
IBT representatives (including Mr. Volpe) in Washington, D.C. on
June 15, 2007, Craig Jung disclosed verbally and in writing that
California was considered a problem market, and that the company
intended to re-shape or exit California and the company's other
problem markets.

The company has acknowledged and continues to acknowledge the
sacrifices made by all of its employees in enabling it to
survive in Chapter 11 for three years.  The fact is, however,
that the company remains in Chapter 11 and lost $113 million in
its latest fiscal year ending June 2007.

The IBT has alleged that the company has refused to allow
several viable investors to "come to the table."  The potential
investors believe the Teamsters are referring to have
requested that IBC allow them to obtain and disclose
confidential information about the company to the Teamsters,
and inject themselves into the negotiating process between the
company and unions representing some of its employees.  The
company's investment bankers have consistently told the
potential investors to whom the Teamsters are referring that
they, the potential investors, are welcome to participate in
the financial restructuring process under the same terms and
conditions as all other interested investors.

The company's challenge remains to align its cost structure with
the economic realities of all-time, record-high commodity costs
and intense competition.  IBC remains committed to the two
cornerstones of its business plan:

   * implementing a more capable and more cost-effective path
     to market that will build sustainable competitive
     advantage, and

   * lowering its cost structure through rational health and
     welfare concessions.

Founded in 1903, The International Brotherhood of Teamsters
represents more than 1.4 million hardworking men and women.

                   About Interstate Bakeries

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

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

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


IWT TESORO: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: I.W.T. Tesoro Corporation
             fka Ponca Acquisition Company
             70 East 55th Street
             New York, NY 10022

Bankruptcy Case No.: 07-12841

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        I.W.T. Tesoro Corporation                  07-12841
        International Wholesale Tile, Inc.         07-12845
        American Gres, Inc.                        07-12848

Type of business: The Debtors are wholesale distributors of
                  building materials, specifically hard floor and
                  wall coverings.  They do not sell directly to
                  any end user.  Their products consist of
                  ceramic, porcelain and natural stone floor, wall
                  and decorative tile.  They import a majority of
                  these products from suppliers and manufacturers
                  in Europe, South America, and the Near and Far
                  East.  Their markets include the United States
                  and Canada.  They also offer private label
                  programs for branded retail sales customers,
                  buying groups, large homebuilders and home
                  center store chains.  See
                  http://www.iwttesoro.com

Chapter 11 Petition Date: September 6, 2007

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Dawn K. Arnold, Esq.
                  Jonathan S. Pasternak, Esq.
                  Rattet, Pasternak & Gordon-Oliver, L.L.P.
                  550 Mamaroneck Avenue
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406

Debtors' Consolidated Financial Condition as of June 30, 2007:

Total Assets: $39,798,579

Total Debts:  $47,940,983

Debtor's 30 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
General Noli                                           $1,546,012
249 Northeast 97th Street
Miami Shores, FL 33138

Cerdomus Ceramiche, S.P.A.                             $1,051,737
Via Emilia Pontente
North 1000, 48014
Castelbolognese
Ravenna, Italy

U.D.A. Ceramica, S.P.A.                                  $870,932
Zona Industriale Fuorni
84131 Salerno, Italy

Alfa Porcelanica, S.A.                                   $766,802
C.R. N-340-45, 700
Apdo Correos 81 Nules
Castellon, Italy

Isla Tiles                                               $665,856
Via Isola 2,4,6
42030 Viano (RE), Italy

Panaria Ceramica                                         $608,495
Via Panaria Bassa 22/a
41034 Finale Emilia
(Modena) Italy

Azteca Ceramica                                          $595,119
Ctra. Castellon-Alcora,
19,7 Apdo. Correos
15, 12110
Castellon-Espana, Spain

Castelvetro                                              $592,608
Strada Statale 569
North 173
41050 Solgnano Di
Castelvetro (MO), Italy

Ceramicasa                                               $462,122
Via Ferrari Carazzoli, 19
41042 Fiorano Modenese
(MO) Italy

Delta Ceramic                                            $461,620
Rodovia Rio Claro K.M. 7
Piracibaba C.E.P.
13500-970
Rio Claro/S.P., Brazil

Porcellana Di Rocca, S.P.A.                              $435,440
Via Emilia Ponente
1000 Int. A, 48014
Castelbolognese
Ravenna, Italy

Incopisos-Pisos                                          $412,240
Rodovia Washington Luiz
K.M. 16-C.E.P. 13510
Santa Gertrudes/S.P.
Brazil

Pan American Ceramics                                    $361,010
16610 East Gale Avenue
City of Industry, CA 91745

Laufen International                                     $358,995
Ceramic
9450 Phillips Highway
Jacksonville, FL 32256

Zirconio                                                 $344,543
Cerretera de Onda
K.M. 3-12540
V.I.L.A.-Real (Castellon),
Spain

Ceramica Fondovalle, S.P.A.                              $330,378
Via Rio Piodo, 12
41050 Torre Maina (MO),
Italy

Sassolnoa $ Sassolart                                    $292,486
Via Canale 200-
Villalunga di Casalgrande
42013 (RE), Italy

Lume                                                     $231,229

MegaCera, U.S.A.                                         $223,704

Vitra-Eczacibasi                                         $218,661

Seren issima Cir                                         $203,686
Industrie Cer.

Sands Commerce Center,                                   $181,305
L.L.C.

Industrie Ceramica                                       $164,934
Fragnani

Ceramica Vallelunga                                      $163,638

Ceramica Gomez                                           $154,221

C.I.S.F. Ceramiche                                       $149,714
Industriali

Itagres Revestimentos                                    $142,225
Ceramico

A.C.I.F.                                                 $135,881

Termal Tiles, U.S.A.                                     $131,237

Spa Ceramica                                             $121,526


J. CREW: Earns $20.6 Million in Quarter Ended August 4
------------------------------------------------------
J. Crew Group Inc. reported financial results for the second
quarter and first six months ended Aug. 4, 2007.

For the second quarter, the net income available to common
stockholders was $20.6 million compared with a net loss of
$2.8 million in the second quarter of fiscal 2006.  Adjusted net
income for the second quarter of fiscal 2006, totaled
$13.3 million;.

For the first six months, net income available to common
stockholders was $45.3 million compared to a net income of
$1.7 million in the first six months of fiscal 2006.  Adjusted net
income for the first six months of fiscal 2006 totaled
$27.5 million.  

At Aug. 4, 2007, the company's balance sheet showed total assets
of $500.1 million, total liabilities of $420.4 million, and total
shareholders' equity of 79.7 million.

                     About J. Crew Group

Headquartered in New York City, J. Crew Group Inc. (NYSE: JCG) --  
http://www.jcrew.com/-- is a multi-channel retailer of women's  
and men's apparel, shoes and accessories.  As of March 13, 2007,
the company operates 178 retail stores, the J. Crew catalog
business, jcrew.com, and 51 factory outlet stores.

                       *     *     *

Standard and Poor's placed J. Crew Group Inc.'s long term foreign
and local issuer credit ratings at "B+" in July 2006.


KELLWOOD COMPANY: Reduces Women's Sportswear Operating Divisions
----------------------------------------------------------------
Kellwood Company will reorganize its Women's Sportswear business,
creating three operating divisions from seven.  The three ongoing
divisions are: "Lifestyle Alliance", "Designer Alliance" and
"Modern Alliance".  This will reduce the total number of operating
divisions for all of Kellwood's business segments from 12 to
eight.
    
The Lifestyle Alliance will house the company's moderate brands,
such as Sag Harbor(R), Koret(R) and Briggs New York(R).

The Designer Alliance will include most of the company's better
and above price point brands, such as Calvin Klein women's better
sportswear, ck Calvin Klein women's bridge sportswear, O Oscar, an
Oscar de la Renta Company, David Meister and HOLLYWOULD(R).  

The Modern Alliance will consist of the company's juniors
businesses including XOXO(R) and My Michelle(R) and the Vince(R)
contemporary brand.
    
Patrick J. Burns, corporate vice president and chief strategy and
marketing officer, has been named group president of the Lifestyle
Alliance.

James S. Weinberg, chief executive officer of Halmode division,
has been named group president of the Designer Alliance.

Arthur K. Gordon, chief executive officer of Kellwood Western
Region division, has been named group president of the Modern
Alliance.  

Mssrs. Burns, Weinberg and Gordon will report to Robert C.
Skinner, Jr., chairman, president and chief executive officer of
Kellwood Company.
    
"This focused and more agile organization will allow us to swiftly
adapt and grow our diversified portfolio of women's brands based
on the ever changing needs of both our retail partners and
consumers," Mr. Skinner stated.  "This disclosure is a crucial
step forward in executing our corporate strategy to reinvigorate
our core business, expand our penetration into higher profile,
better and above price point brands, connect more directly with
consumers, and utilize our operating infrastructure more
efficiently to fund our growth."
    
"I have complete confidence in Pat, Jim and Arthur as the heads of
our Lifestyle, Designer and Modern Alliances," Mr. Skinner,
continued.  "These executives are proven winners who are uniquely
suited to lead their respective alliances.  Under new leadership
and through this new organizational structure, we expect our
design, merchandising, production and marketing teams to deliver
outstanding product offerings, effective marketing and faster
retail sell-through."

"We also expect to reduce expenses, as we take advantage of
efficiencies in scale to eliminate redundant costs and improve our
supply chain," Mr. Skinner said.  "We remain committed to a
transforming strategy that leads to consistent sales and operating
margin improvement, and we believe this announcement brings us
closer to reaching this goal."
    
                      About Kellwood Company

Headquartered in St. Louis, Missouri, Kellwood Company (NYSE: KWD)
-- http://www.kellwood.com/-- is a marketer of women's and men's  
sportswear, infant apparel and recreational camping products.  The
company markets branded, well as private-label products.  Kellwood
Company markets products under many brands, some of which it owns,
and others that it uses are under licensing agreements.  
Approximately 77% of the company's products are sourced from
contract manufacturers, in the Eastern Hemisphere.

                           *    *    *

Kellwood Company continues to carry Moody's Investors Service's
Ba2 corporate family rating.


LENNOX INTERNATIONAL: To Close Calif. Hearth Products Operations
----------------------------------------------------------------
Lennox International Inc. plans to close its hearth products
operations in Lynwood, California and consolidate its U.S.
factory-built fireplace manufacturing operations in its facility
in Union City, Tennesee.
    
The consolidation will be a phased process and is expected to be
completed by the end of second quarter 2008, with a projected cost
of approximately $5 million.  The company expects the
consolidation to lead to annual cost reductions of over $2 million
beginning in April 2008.
    
"While leading to difficult decisions involving some of our
employees, the consolidation of our fireplace manufacturing and
distribution operations in Union City is necessary for us to be
more competitive going forward," Todd Bluedorn, LII CEO, said.
"The current downturn in the residential new construction market,
combined with increasing competition and the need to control
costs, make it imperative for us to increase efficiencies in our
operations."
    
"Given the valuable years of service provided by our employees at
the Lynwood facility, this was not an easy decision," said Wendy
Howells, vice president and general manager, Lennox Hearth
Products.  "We do, however, have a responsibility to address
market realities to ensure the long-term health of our company and
our ability to keep our customers competitive in the market place.  
Our top priority during the transition is to minimize any
disruption in service and quality to our customers.  Fortunately,
our Union City facility has a long-standing history of building
quality products and being customer responsive."
    
Headquartered in Richardson, Texas, Lennox International Inc.
(NYSE: LII) -- http://www.lennoxinternational.com/-- manufactures  
and markets a broad range of products for heating, ventilation,
air conditioning, and refrigeration (HVACR) markets, including
residential and commercial air conditioners, heat pumps, heating
and cooling systems, furnaces, prefabricated fireplaces, chillers,
condensing units, and coolers.  Lennox has solid positions in its
equipment markets, with well-established brand names, well as
products spanning all price points.

                         *     *     *

Moody's Investors Service's assigned 'Ba2' on Lennox International
Inc.'s long term corporate family rating and probability of
default.  The outlook is positive.

Standard & Poor's assigned 'BB-' on its long term foreign and
local issuer credit rating.


LLOYD BAIN: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtors: C. Lloyd Bain, Jr.
         Patricia M. Bain
         67 Maple Street
         Needham, MA 02492

Bankruptcy Case No.: 07-15663

Chapter 11 Petition Date: September 7, 2007

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: Leonard Ullian, Esq.
                  The Law Office Of Ullian & Associates, Inc.
                  220 Forbes Road, Suite 106
                  Braintree, MA 02184
                  Tel: (781) 848-5980

Estimated Assets: Unknown

Estimated Debts:  Unknown

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


MCDONALD TECH: Moody's Places Corporate Family Rating at B3
-----------------------------------------------------------
Moody's Investors Service assigned first-time ratings to McDonald
Technologies International Inc. of B3 for the corporate family
rating and B3 to a $20 million secured term loan with a stable
ratings outlook.

The company was recently acquired by private equity firm
ArcherPoint Capital Management at which time the $20 million
senior secured term loan was issued as part of the financing
package.  McDonald is currently in negotiations to refinance a
senior secured working capital facility.  Upon consummation of the
RC (not rated), the term loan will have a first lien on all non-
working capital assets and a second lien on working capital.  

Proceeds from the RC are expected to reduce the term loan to $15
million and repay seller securities.  Given the nature of the
different collateral packages, the assigned ratings are subject to
review of final documentation and no material change in the terms
and conditions of the transaction as advised to Moody's.

The B3 corporate family rating reflects the company's:

   i. small size and concentrated customer base which increases
      susceptibility to irregular revenue and earnings in the
      volatile EMS sector;

  ii. modest pro forma financial leverage of 3.5x debt/adjusted
      EBITDA (Moody's adjusted);

iii. potential competition from larger and better capitalized
      EMS companies;

  iv. exposure to OEM third-party suppliers and centralized
      purchasing which reduces McDonald's ability to control
      manufacturing quality; and

   v. ongoing initiatives to implement adequate internal
      control systems and financial reporting processes.

The rating also considers McDonald's:

   i. niche position in the high-mix/low volume EMS space due
      to the company's engineering design and development
      expertise;

  ii. an entrenched customer base that would face high
      switching costs;

iii. manufacturing service agreements with all of its
      major customers where material and component procurements
      used in finished products are backed by firm orders which
      mitigates asset write-offs tied up in inventory; and

  iv. a relatively low fixed cost structure with a significant
      percentage of its total labor pool consisting of
      temporary workers which provides flexibility in matching
      costs with revenue-generating activities.

The B3 CFR also considers Moody's expectation that McDonald's
operating performance will benefit from a strong backlog of
business, a broadening of applications from existing technologies,
and a partial PIK toggle feature (up to 2.75%) for the term loan.

While McDonald expects to be moderately free cash flow positive
during 2008, Moody's does not expect the company to substantially
repay debt over the next 12 months.  Nonetheless, the stable
ratings outlook reflects our expectation of moderate improvement
in financial leverage and interest coverage metrics based on the
excess cash flow sweep provision in the credit agreement,
relatively small capital outlays, its flexible cost structure, and
a solid backlog of business.

The ratings for the term loan reflect both the overall probability
of default of the company, to which Moody's assigns a PDR of B3,
and a loss given default of LGD-4.  The B3 rating of the first
lien senior secured term loan reflects its position in McDonald's
capital structure, which is effectively junior to the secured RC
with regards to working capital assets.

It also incorporates a deficiency claim as we believe the
remaining collateral value available to the secured term loan
creditors would likely have minimal value in a distressed
scenario.  The secured term loan's rating also reflects the
guarantee from MTI Holdings Inc, and a significant amount of non-
priority and administrative claims and unsecured obligations such
as leases and junior notes in the capital structure.

These first time ratings were assigned:

-- Corporate Family Rating -- B3

-- Probability of Default Rating -- B3

-- $20 Million Senior Secured Term Loan due 2012 -- B3 (LGD-4,
    51%)

The ratings outlook is stable.

Headquartered in Farmers Branch, Texas, McDonald is an electronic
manufacturing services company serving the communications, seismic
imaging, electronic voting systems, industrial controls and
aerospace industries.  For the last twelve months ended June 30,
2007, the company had revenues and adjusted EBITDA of
$55.5 million and $7.5 million, respectively.


MOUNTAINEER GAS: Fitch Affirms BB- Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has affirmed these Mountaineer Gas Company ratings
and removed the ratings from Rating Watch Negative:

  -- Issuer Default Rating at 'BB-';
  -- Senior unsecured at 'BB';
  -- Short-term debt at 'B'.

The Rating Outlook is Stable.

The Stable Rating Outlook on MGC reflects a resolution of
accounting system problems that led to MGC's inability to produce
audited financial statements in time to meet reporting covenant
requirements contained in its $185 million credit facility and
unsecured notes ($30 million) for reporting periods prior to March
31, 2007.  The failure to produce timely financial statements for
three separate reporting periods was attributed to accounting
system problems and financial software issues related to the
introduction of an independent accounting system in June 2006.  
Recent efforts on the part of management have led to the effective
implementation of new accounting software to address systemic
accounting and financial reporting problems.  Consequently, MGC
was able to submit financials on a timely basis for the periods
ending March 31, 2007 and June 30, 2007.

Fitch's rating and Stable Outlook assume that MGC will continue to
report financial results on a timely basis as a result of these
software enhancements and thereby prevent future reporting
covenant violations.  In addition to the implementation of new
software, management initiatives taken to improve financial
reporting and improve operating performance include an internal
equity committee, led by ArcLight Capital Partners, designed to
meet monthly reporting requirements to the bank group, the
appointment of a permanent Chief Financial Officer based locally
in Charleston, WV, and post-audit reviews.

Rating concerns relate to liquidity and bank facility refinancing
risk as MGC seeks to obtain reasonable lending terms despite past
covenant violations under the existing credit facility, and
coincides with relatively large scheduled principal payments in
2008 ($18 million).  Other rating concerns take into consideration
the risks of rising operating costs during a period of frozen base
rates that extends through Jan. 1, 2009.  In addition, a
continuation of reduced demand due to warmer weather and
conservation may lead to lower than forecasted cash flows and
result in credit metrics that are out of compliance with covenant
calculations.

Events that could lead to a ratings upgrade include the attainment
of a reasonable refinancing package, a consistent ability to meet
financial reporting covenants on a sustained basis, and an
improvement in credit metrics.

MGC is a local gas distribution company that serves 223,500
customers in West Virginia.  MGC was purchased by a private
partnership between an affiliate of ArcLight Energy Partners Fund
II and IGS Utilities LLC (IGS) in 2005.


NAVISTAR INTERNATIONAL: Filing Delay Prompt S&P to Hold Neg. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB-' corporate
credit ratings on North American truck and diesel engine producer
Navistar International Corp. and subsidiary Navistar Financial
Corp. remain on CreditWatch with negative implications, where they
were placed on Jan. 17, 2006.  The company has no rated debt,
having repaid virtually all public debt with a $1.5 billion
unrated bank facility.
     
The CreditWatch listing reflects delayed filing of audited
financial statements as well as the need to restate results dating
back to fiscal 2003.  These issues stem from an array of complex
accounting issues at Navistar.  The company recently said it
expects to file its 10-K for the fiscal year ended
Oct. 31, 2005--including restated results for fiscal 2003 and
2004, and the first nine months of fiscal 2005--by the end of
September.  The company also said it expects to file its 2006 and
2007 10-Ks by the end of March 2008.
      
"Although Navistar is currently unable to provide audited
financial results, we believe that the company's profitability and
cash flow generation have declined this year because of the U.S.
heavy-duty truck downturn, which began in early 2007," said
Standard & Poor's credit analyst Gregg Lemos Stein.  "As was
widely expected, sales of such trucks softened because of new
engine-emissions standards that created a 'pre-buy' effect in
2006.  We estimate that U.S. heavy-duty truck sales could be down
as much as 40% for 2007, with the possibility of a rebound by the
end of the year or in early 2008.  However, an economic decline in
addition to the pre-buy downturn would result in a sharper or
longer downturn, as was the case from 2001 to 2003."
     
While Navistar carries out its restatement process, Standard &
Poor's will continue to monitor these and other developments such
as the extent of the downturn, and will evaluate their impact on
the ratings.  S&P expect that the ratings will remain on
CreditWatch until Navistar is current with all SEC financial
reporting requirements.  Once this occurs and if Navistar's
prospects are not materially different from previous expectations,
S&P would expect to affirm the ratings.  However, S&P could lower
the ratings if new accounting issues come to light that adversely
affect Navistar's liquidity or differ from S&P's  expectations, or
if financial results deteriorate materially as a result of the
downturn in the heavy-duty truck market.


NEW CENTURY: Fitch Lowers Ratings on $179.7 Million Certificates
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on New Century 2006-
S1 mortgage pass-through certificates.

Affirmations total $34.9 million and downgrades total
$179.7 million.  Break Loss percentages and Loss Coverage Ratios
for each class, rated B or higher, are included with the rating
actions as:

New Century 2006-S1

  -- $34.9 million class A-2a affirmed at 'AAA' (BL: 80.14,
     LCR: 1.57);

  -- $88.6 million classes A-1 and A-2b downgraded to 'BBB-'
     from 'AAA' (BL: 59.19, LCR: 1.16);

  -- $37 million class M-1 downgraded to 'B+' from 'A-' (BL:
     43.10, LCR: 0.85);

  -- $22.5 million class M-2 downgraded to 'C/DR6' from 'BBB';

  -- $5.7 million class M-3 downgraded to 'C/DR6' from 'BB';

  -- $6.2 million class M-4 downgraded to 'C/DR6' from 'B';

  -- $5.6 million class M-5 remains at 'C' with the DR rating
     revised from DR5 to DR6;

  -- $4.2 million class M-6 remains at 'C' with the DR rating
     revised from DR5 to DR6;

  -- $5.6 million class M-7 remains at 'C/DR6';

  -- $4 million class M-8 remains at 'C/DR6'.

Deal Summary

  -- Originators: 100% New Century;
  -- 60+ day Delinquency: 25.60%;
  -- Realized Losses to date (% of Original Balance): 4.02%;
  -- Expected Remaining Losses (% of Current Balance): 50.90%;
  -- Cumulative Expected Losses (% of Original Balance):
     41.48%.

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


NEW CENTURY: Fitch Lowers Rating on Class M-6 Certificates to B
---------------------------------------------------------------
Fitch Ratings has taken rating action on these New Century
residential mortgage pass-through certificates:

Series 2003-3

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

The affirmations, affecting approximately $60.6 million of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  The downgrades, affecting
approximately $1.8 million of the outstanding certificates, are
taken as a result of a deteriorating relationship between credit
enhancement and expected loss.

Classes M-5 and M-6 are downgraded because losses have exceeded
excess spread for the last 10 months and, as a result, eroded the
overcollateralization below target.  As of the August 2007
remittance date, the OC is $1.3 million below the target of $3.6
million.  The OC as a percent of the current balance is 3.54%
($2.3 million).  The cumulative loss as a percentage of the
original collateral balance is 0.95% and the 60+ delinquency as a
percentage of the current collateral balance is 20.0%.  Losses are
expected to continue to exceed excess spread.

The collateral of the above transaction consists of conventional,
fixed-rate and adjustable-rate subprime mortgage loans secured by
first-liens and second liens on one- to four-family residential
properties.  All of the loans were originated or acquired by New
Century Mortgage Corp. and are serviced by Carrington Mortgage
Services, which is rated 'RPS4' by Fitch.

The above transaction has a pool factor of 9% and is seasoned 50
months.


NOMURA MORTGAGE: Fitch Holds Ratings on $974.93 Million Certs.
--------------------------------------------------------------
Fitch Ratings has taken rating actions on two Nomura mortgage
pass-through certificates.  Affirmations total $974.93 million.
Break Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

Nomura 2006-HE1

  -- $312.1 million class A affirmed at 'AAA' (BL: 54.81, LCR:
     3.84);

  -- $43.1 million class M-1 affirmed at 'AA+' (BL: 47.36, LCR:
     3.31);

  -- $39.2 million class M-2 affirmed at 'AA' (BL: 40.58, LCR:
     2.84);

  -- $24.5 million class M-3 affirmed at 'AA-' (BL: 32.36, LCR:
     2.26);

  -- $22 million class M-4 affirmed at 'A+' (BL: 30.78, LCR:
     2.15);

  -- $21 million class M-5 affirmed at 'A' (BL: 28.40, LCR:
     1.99);

  -- $19.1 million class M-6 affirmed at 'A-' (BL: 25.30, LCR:
     1.77);

  -- $17.1 million class M-7 affirmed at 'BBB+' (BL: 22.32,
     LCR: 1.56);

  -- $14.7 million class M-8 affirmed at 'BBB' (BL: 19.77, LCR:
     1.38);

  -- $11.7 million class M-9 affirmed at 'BBB-' (BL: 17.78,
     LCR: 1.24);

  -- $12.7 million class B-1 affirmed at 'BB+' (BL: 15.62, LCR:
     1.09);

  -- $10.7 million class B-2 affirmed at 'BB' (BL: 13.96, LCR:
     0.98); removed from Rating Watch Negative.

Deal Summary

  -- Originators: Various;
  -- 60+ day Delinquency: 22.95%;
  -- Realized Losses to date (% of Original Balance): 0.69%;
  -- Expected Remaining Losses (% of Current Balance): 14.29%;
  -- Cumulative Expected Losses (% of Original Balance): 9.06%.

Nomura 2006-WF1

  -- $314.4 million class A affirmed at 'AAA' (BL: 36.51, LCR:
     5.05);

  -- $21.1 million class M-1 affirmed at 'AA+' (BL: 30.51, LCR:
     4.22);

  -- $19.6 million class M-2 affirmed at 'AA+' (BL: 26.77, LCR:
     3.7);

  -- $11.5 million class M-3 affirmed at 'AA' (BL: 24.13, LCR:
     3.34);

  -- $10.2 million class M-4 affirmed at 'AA-' (BL: 21.79, LCR:
     3.01);

  -- $9.3 million class M-5 affirmed at 'A+' (BL: 19.66, LCR:
     2.72);

  -- $9 million class M-6 affirmed at 'A' (BL: 17.58, LCR:
     2.43);

  -- $8.7 million class M-7 affirmed at 'A-' (BL: 15.52, LCR:
     2.15);

  -- $7.1 million class M-8 affirmed at 'BBB+' (BL: 13.84, LCR:
     1.91);

  -- $4.6 million class M-9 affirmed at 'BBB' (BL: 12.58, LCR:
     1.74);

  -- $4.9 million class B-1 affirmed at 'BBB-' (BL: 8.95, LCR:
     1.24);

  -- $5.6 million class B-2 affirmed at 'BB+' (BL: 8.13, LCR:
     1.12).

Deal Summary

  -- Originators: 100% Wells Fargo;
  -- 60+ day Delinquency: 7.55%;
  -- Realized Losses to date (% of Original Balance): 0.04%;
  -- Expected Remaining Losses (% of Current Balance): 7.23%;
  -- Cumulative Expected Losses (% of Original Balance): 5.15%.


OGLEBAY NORTON: Shareholders Okay Harbinger's Purchase Offer
------------------------------------------------------------
Harbinger Capital Partners Master Fund I, Ltd. and Harbinger
Capital Partners Special Situations Fund, L.P. said in a
press statement that, as of 12:00 midnight New York City time
on Sept. 6, 2007, a sufficient number of common shares of
Oglebay Norton Company had been tendered to satisfy the
"minimum condition" to its offer to acquire all of the
outstanding Shares of Oglebay Norton for $31.00 per Share
in cash plus one Contingent Value Right per Share.  

Harbinger Capital Partners urges Oglebay's Board of Directors
to take the actions necessary to allow the Offer to close
without undue delay.

Harbinger Capital Partners said that shareholders had tendered
5,672,558 Shares, which when combined with Harbinger's own
shares represents approximately 75% of the total outstanding
Shares not owned by Ingalls & Snyder LLC, the investment firm
controlled by Thomas O. Boucher Jr., the company's Chairman.
The combination of the tendered shares and Harbinger's own
shares represents more than 55% of the total outstanding Shares.

Harbinger Capital Partners noted, "We are gratified to have
won overwhelming support for our Offer by the vast majority of
the ownership of Oglebay Norton - more than enough to satisfy
the minimum condition.  The obstacle standing between shareholders
and our $31 per Share, all-cash Offer is the Board and its
unnecessary delay and opposition. This Offer delivers value with
certainty and at greater speed than any alternative the Board
has or will deliver.  The Offer is not subject to financing.

"Indeed, the Board's strategic review process is notable only for
its abject triple failure: it has not located a single alternative
bidder; it has not invited Harbinger Capital Partners - the only
publicly interested party - to participate; and it has not even
established a firm timetable for the process.  In light of this
uninspired process that seems to us to be primarily window
dressing, it is clear why the majority of shareholders have joined
with us in calling on the Board to rescind its Poison Pill, and
remove the Maritime Condition and other obstacles to the
consummation of the Offer as soon as possible."

In order to provide time for the Oglebay Norton Board to remove
the remaining obstacles, Harbinger Capital Partners said that
it has extended its current Offer until 5:00 pm, New York City
time, on Friday, Sept. 14, 2007, unless otherwise extended.  
Accordingly, all references to "Expiration Time" in the Offer to
Purchase will mean 5:00 pm, New York City time, on Friday, Sept.
14, 2007, unless the Purchaser, in its sole discretion, extends
the period of time for which the Offer is open, in which case the
term "Expiration Time" will mean the time at which the Offer, as
so extended, will expire.  

Shareholders with questions about the Offer or how to tender
their Shares may call the Information Agent, Innisfree M&A
Incorporated, toll-free at 888-750-5834.  Banks and brokers may
call collect at 212-750-5833.

                  About Harbinger Capital Partners

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

                   About Oglebay Norton Company

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

                          *     *     *

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


OPTION ONE: Fitch Cuts Ratings on 12 Certificate Classes
--------------------------------------------------------
Fitch Ratings has affirmed 16, and downgraded 12 classes from
these series of Option One trusts:

Series 2002-1

  -- $25.5 million class A affirmed at 'AAA';
  -- $6.1 million class M-1 affirmed at 'AA';
  -- $2.9 million class M-2 downgraded to 'BB' from 'A';
  -- $0.2 million class M-3 downgraded to 'B' from 'BBB'.

Series 2002-6

  -- $47.8 million class A-1, A-2 affirmed at 'AAA';
  -- $9.8 million class M-1 affirmed at 'AA';
  -- $5.3 million class M-2 downgraded to 'BB' from 'A';
  -- $0.8 million class M-3 downgraded to 'B' from 'BBB'.

Series 2003-1

  -- $109.1 million classes A-1, A-2 affirmed at 'AAA';
  -- $24.3 million class M-1 affirmed at 'AA';
  -- $11.8 million class M-2 downgraded to 'BBB+' from 'A+';
  -- $5.5 million class M-3 downgraded to 'BB' from 'BBB+';
  -- $0.06 million class M-4 downgraded to 'BB-' from 'BBB-'.

Series 2003-3

  -- $93.9 million classes A-1, A-2 and A-4 affirmed at 'AAA';
  -- $34.2 million class M-1 affirmed at 'AA' ;
  -- $6.8 million class M-1A affirmed at 'AA-' ;  
  -- $8.7 million class M-2 affirmed at 'A+';
  -- $3.3 million class M-3 affirmed at 'A' ;
  -- $4.2 million class M-4 downgraded to 'BB+' from 'A-';
  -- $3.3 million class M-5 downgraded to 'B' from 'BBB-';
  -- $3.4 million class M-6 downgraded to 'C' from 'BB', and
     assigned a Distressed Recovery rating of 'DR5'.

Series 2003-6

  -- $58.6 million classes A-1, A-3, A-2 affirmed at 'AAA';
  -- $37.5 million class M-1 affirmed at 'AA+';
  -- $18.1 million class M-2 affirmed at 'A+';
  -- $2.5 million class M-3 affirmed at 'A';
  -- $2.9 million class M-4 affirmed at 'A-';
  -- $2.5 million class M-5 downgraded to 'BB+' from 'BBB+';
  -- $1.9 million class M-6 downgraded to 'BB' from 'BBB'.

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

  -- Class M-4 (from series 2003-3);
  -- Class M-6 (from series 2003-6).

The above trusts consist primarily of fixed- and adjustable-rate
first liens and fixed second liens extended to subprime borrowers
on primarily one- to four-family residential properties.  
Currently the transactions are between 45- 5 months seasoned.

The affirmations affect approximately $489.1 million in
outstanding certificates and reflect adequate relationships of
credit enhancement to future loss expectations.  The downgrades
reflect the deterioration in the relationship of CE to future loss
expectations and affect $41.8 million in outstanding certificates.

For the above transactions the overcollateralization has been
below the target amount for at least 9 of the last 12 months.   
This decline in CE has put negative pressure on the subordinate
bonds.  Currently, the OC percentages are between 1.95%-6.8% while
the percentage of loans that are 60 days delinquent or more range
from 15%-28%.


OUR LADY OF MERCY: Wants Exclusive Plan Filing Period Extended
--------------------------------------------------------------
Our Lady of Mercy Medical Center and its debtor-affiliate, O.L.M
Parking Corporation, ask the United States Bankruptcy Court for
the Southern District of New York to further extend their
exclusive periods to:

   a. file a Chapter 11 plan through and including Dec. 31, 2007;
      and

   b. solicit acceptances of that plan until Feb. 28, 2008.

The Debtors' exclusive period to file a plan will expire on
Sept. 30, 2007.

The Debtors tell the Court that they need more time to complete
the sale of its assets to Mentefiore Medical Center and obtained
certain necessary regulatory Court approvals.  The Debtors expect
to obtain these approvals after Nov. 16, 2007.

In addition, the Debtors contend they need more time to review the
validity of approximately 450 proofs of claim, of which 130 of
those are malpractice and personal injury claims against the
Debtors.  The Debtors disclose that the amount on some of these
claims is overstated.

Based in Bronx, New York, Our Lady of Mercy Medical Center
-- http://www.olmhs.org/-- provides health care services.  The  
medical center is a member of the Montefiore Health System and is
a University affiliate of New York Medical College.  The company
and its debtor-affiliate, O.L.M. Parking Corporation, sought
chapter 11 protection on March 8, 2007 (Bankr. S.D.N.Y. Case Nos.
07-10609 and 07-10610).  Frank A. Oswald, Esq. at Togut, Segal &
Segal LLP, and Burton S. Weston, Esq., at Garfunkel, Wild &
Travis, P.C., represent the Debtors in their restructuring
efforts.  The Garden City Group, Inc., is the Debtors' claims and
noticing agent.  Martin G. Bunin, Esq., Craig E. Freeman, Esq.,
and Catherine R. Fenoglio, Esq., at Alston & Bird LLP, represent
the Official Committee of Unsecured Creditors.  Daniel T.
McMurray, of Focus Management Group, is the Patient Care Ombudsman
and is represented by Mark I. Fishman, Esq., at Neubert, Pepe &
Monteith, P.C.  When the Debtors filed for protection from their
creditors, they listed total assets of $91 million and total
liabilities of $151 million.


PACIFIC SEACRAFT: Assets Up for Public Sale on September 18
-----------------------------------------------------------
The Hon. Theodor Albert of the U.S. Bankruptcy Court for the
Central District of California in Santa Ana approved the request
of James J. Joseph, Esq., the trustee appointed in Pacific
Seacraft Corporation's Chapter 11 case, to sell the Debtor's
assets, Louis Gerlinger of The Log reports.

The public sale is set for Sept. 18 at the company's facility at
1301 East Orangethorpe Avenue in Fullerton, Calif.

Headquartered in Fullerton, California, Pacific Seacraft
Corporation -- http://www.pacificseacraft.com/-- builds cruising  
sail and motoryachts and trawlers.  The company filed a Chapter 11
petition on May 8, 2007 (Bankr. C. D. Calif. Case No. 07-11326).  
Josefina Fernandez Mcevoy, Esq. at K&L Gates in Los Angeles,
California, serves as the Debtor's counsel.  When the Debtor
sought protection from its creditors, it disclosed estimated
assets between $100,000 to $1 million and debts between $1 million
to $100 million.


PATIENT PORTAL: Posts $182,881 Net Loss in Quarter Ended June 30
----------------------------------------------------------------
Patient Portal Technologies Inc. reported a net loss of $182,881
in the three months ended June 30, 2007, an increase from the
$35,000 net loss reported in the same period last year, mainly due
to increased operating and depreciation and amortization expenses,
partly offset by increased revenues.

The company reported no revenue for the three months ended
June 30, 2006, due to the divestiture of its former operating
subsidiary in September 2005.  In December 2006, the company
acquired a new operating subsidiary, Patient Portal Connect Inc.,
and the revenues for this reporting period reflect the revenues of
this operating subsidiary.  

Revenues for the three months ended June 30, 2007, were $391,856
and were derived from hospital service contracts acquired by the
company during this quarter.  Cost of sales for the three months
ended June 30, 2007 were $273,384.

At June 30, 2007, the company's consolidated balance sheet showed
$2.8 million in total assets, $669,725 in total liabilities,
$1,100 in redeemable preferred stock, and $2.1 million in total
stockholders' equity.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $113,037 in total current assets
available to pay $669,725 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?232a

                       Going Concern Doubt

Walden Certified Public Accountant P.A., in Sunny Isles, Florida,
expressed substantial doubt about Patient Portal Technologies
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 net capital deficiency.

                       About Patient Portal

Based in Palm Beach Gardens, Florida, Patient Portal Technologies
Inc. (Other OTC: PPRG.PK) -- http://www.patientportal.com/--  
through its newly acquired subsidiary, Patient Portal Connect
Inc., provides integrated workflow solutions in the healthcare
industry.  Its proprietary systems were developed in close
coordination with hospital industry partners to provide multi-
layer functionality across a wide spectrum of critical patient-
centric workflows that result in immediate improvements in cost
savings, patient outcomes, and revenue growth for hospitals.


PLAINS EXPLORATION: Earns $25.3 Million in 2007 Second Quarter
--------------------------------------------------------------
Plains Exploration & Production Company reported financial and
operating results for the second quarter 2007.   PXP reported
second quarter 2007 net income of $25.3 million on revenues of
$255.5 million, compared to the second quarter 2006 net loss of
$7.1 million on revenues of $278.4 million.

Operating cash flow, a non-GAAP measure, during the second quarter
2007 increased 18% to $107.7 million from $91.5 million in the
first quarter of 2007.  Operating cash flow for the second quarter
2007 was lower than the same quarter last year due to lower
commodity prices, increased operating expenses and lower operating
income primarily related to asset sales in the third quarter 2006.
See the end of this release for an explanation and reconciliation
of all non-GAAP financial measures.

For the first six months of 2007, PXP reported net income of $45.9
million on revenues of $480.2 million, compared to a net loss of
$58.8 million on revenues of $530.0 million.

The company plans to update full-year 2007 operating and financial
guidance reflecting the Pogo Producing acquisition after the
transaction closes.

              About Plains Exploration & Production

Headquartered in Houston, Plains Exploration & Production Co.
(NYSE: PXP) - http://www.plainsxp.com/-- is an independent oil   
and gas company primarily engaged in the upstream activities of
acquiring, developing, exploiting, exploring and producing oil and
gas in its core areas of operation: onshore and offshore
California, Colorado and the Gulf Coast region of the United
States.

                         *     *     *

As reported in the Troubled Company Reporter on July 20, 2007,
Standard & Poor's Ratings Services affirmed the 'BB' corporate
credit rating on independent oil and gas company Plains
Exploration & Production Co.  The outlook remains stable.


PLAINS EXPLORATION: Shareholder Opposes Pogo Acquisition
--------------------------------------------------------
Fir Tree Inc., major shareholder of Plains Exploration &
Production Company, plans to vote against the PXP's proposal to
buy Pogo Producing Company for $3.6 billion.

The Board of Directors of Fir Tree indicated in a letter to PXP
CEO & President James C. Flores that their decision is based upon
detailed financial analysis which suggests that a termination of
the transaction could result in PXP’s share price appreciating by
70% or more over the ensuing year.  The Board also declared that
large scale share repurchases are a much more efficient use of
shareholder capital given the extreme decline in PXP’s share price
that was sparked by the announcement of the PPP deal and the
negative natural gas price environment which makes PPP a less
attractive/less valuable asset.

Fir Tree Board believes that the management team at PXP has done a
tremendous job of creating value for shareholders over the past 5
years and has demonstrated an impressive track record of both
reserves growth and earnings growth which has translated into
meaningful share price appreciation.

The Board relates that when the Pogo deal was disclosed in July,
it initially appeared that it may have been reasonably attractive
(though Fir Tree would have preferred share repurchases) based on

   (i) the level of near-term cash flow accretion to PXP shares
       and

  (ii) the ability to acquire diversified reserves that would
       help build a best-in-class MLP.

Since the announcement, the macro environment and industry
fundamentals have changed materially.  Most importantly, PXP has
lost $1 billion in shareholder value as a result of the Pogo
acquisition announcement.

In the absence of the deal, Fir Tree believes that PXP could
opportunistically repurchase 20-25 million shares (or 30% of the
company) with proceeds from asset divestitures.

Fir Tree believes the deal is no longer attractive to PXP
shareholders for these reasons:

   1) Poor Deal Economics

      PXP is the cheapest publicly traded exploration and
      production company of scale in the United States.  Even
      prior to the deal, the market had given PXP minimal
      credit for its non-cash flow generating portfolio of Gulf
      of Mexico assets and California real estate, which it
      planned to divest.  When adjusting PXP’s capitalization
      for the value of these non-core assets, PXP appears
      significantly cheaper than the target PPP and
      tremendously cheaper than its publicly traded comparable
      companies.

   2) Capital Markets Turmoil

      The recent correction in the capital markets has
      materially lowered the value of the Pogo asset base as
      the equity markets have weakened by 5% and NYMEX natural
      gas prices are down 5-10% across the curve.  The natural
      gas-weighted asset portfolio of Pogo has been especially
      impacted by the current environment and the unhedged
      earnings power of the business has been compromised.  
      Specifically, we believe Pogo’s 2008E EBITDA will be off
      greater than 10% from levels pre-announcement based on
      current market pricing.  Meanwhile, oil has been
      generally strong both benefiting PXP’s oil-heavy asset
      base, while the deep and liquid forward markets provide
      ample opportunity to hedge production forward.

   3) PXP Standalone Assets Attractive for MLP

      Fir Tree Board strongly supports PXP management’s stated
      plans to move forward with its MLP formation.  PXP’s
      existing oil-based, long-lived mature properties are
      ideal for placement into an upstream MLP.  While the PPP
      assets would provide geographic diversity to the current
      PXP portfolio, we don’t believe this diversity would be
      awarded with a higher public market valuation.  Further,
      upon completion of PXP’s MLP formation, the Partnership
      will provide a superior acquisition vehicle for proved
      developed producing assets similar to Pogo’s.

In addition, Fir Tree expects PXP will generate over $1 billion in
after-tax proceeds over the next twelve months from the
opportunistic sale of its non-core assets.  Accordingly, the
company could use the proceeds from these divestitures to
repurchase 20-25 million shares.  Assuming the company was valued
at comparable company levels, PXP shares would be worth $70-75,
representing 70-90% upside from current share levels.

                       About Fir Tree

Headquartered in New York City, Fir Tree Inc. provides investment
management services to private individuals and institutions.

                      About Pogo Producing

Headquartered in Houston, Texas, Pogo Producing Company (NYSE:
PPP) -- http://www.pogoproducing.com/-- explores for, develops  
and produces oil and natural gas.  Pogo owns approximately
4,000,000 gross leasehold acres in major oil and gas provinces in
North America, 3,119,000 acres in New Zealand and 1,480,000 acres
in Vietnam.

              About Plains Exploration & Production

Headquartered in Houston, Plains Exploration & Production Co.
(NYSE: PXP) - http://www.plainsxp.com/-- is an independent oil   
and gas company primarily engaged in the upstream activities of
acquiring, developing, exploiting, exploring and producing oil and
gas in its core areas of operation: onshore and offshore
California, Colorado and the Gulf Coast region of the United
States.

                        *     *     *

As reported in the Troubled Company Reporter on July 20, 2007,
Standard & Poor's Ratings Services affirmed the 'BB' corporate
credit rating on independent oil and gas company Plains
Exploration & Production Co.  The outlook remains stable.


PPT ASSET-BACKED: Fitch Downgrades Ratings on Two Cert. Classes
---------------------------------------------------------------
Fitch Ratings has affirmed four classes and downgraded two classes
from these PPT Asset-Backed Certificates, LLC Trust series 2004-1:

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

The underlying collateral of series 2004-1 consists of fixed-rate,
seasoned, small balance mortgage loans secured by first liens and
second liens on residential properties.  The mortgage loans were
acquired by Credit-Based Asset Servicing and Securitization LLC
from Bank One, National Association and deposited into the trust
by PPT ABS, LLC.

The affirmations reflect adequate relationships of credit
enhancement to future loss expectations and affects approximately
$51.37 million of outstanding certificates.  The downgraded
classes reflect the deterioration in the relationship of CE to
future loss expectations and affect approximately $2.97 million of
outstanding certificates.

Series 2004-1 has not met its required OC amount due to losses
exceeding excess spread.  Approximately 7.55% of the remaining
loans are sixty or more days delinquent, including bankruptcies,
foreclosures, and REO.  Fitch will continue to monitor the
relationship of delinquent loans and their loss severities for
this trust.

The above transaction is being serviced by Litton Loan Servicing
LP, which is rated 'RPS1' by Fitch. 'RPS1' is the highest servicer
rating available from Fitch.


PRIME MEASUREMENT: Disclosure Statement Filing Deadline is Oct. 1
-----------------------------------------------------------------
The Honorable Richard M. Neiter of the United States Bankruptcy
Court for the Central District of California set Oct. 1, 2007, as
the deadline for Prime Measurement Products LLC to file its
disclosure statement.

The Court scheduled a hearing to consider approval of the
disclosure statement at 2:00 p.m. on Nov. 8, 2007, at 255 East
Temple Street in Los Angeles, California.

The continuation of the Debtor's chapter 11 status conference is
also set for Nov. 8, 2007.

                      About Prime Measurement

Based in the City of Industry, California, Prime Measurement
Products LLC -- http://www.prime-measurement.com/-- manufactures  
flow, pressure, and level measurement solutions for the process
and bulk goods industries.

The company filed for Chapter 11 protection on Jan. 5, 2007
(Bankr. C.D. Calif. Case No. 07-10109).  Jeffrey N. Pomerantz,
Esq., and Linda F. Cantor, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Debtor.  The deadline for filing proofs of
claims against the Debtor is Oct. 31, 2007.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


RADNOR HOLDINGS: Wants Solicitation Period Extended to Jan. 14
--------------------------------------------------------------
Radnor Holdings Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to further extend  
its exclusive period to solicit acceptances of its plan of
reorganization until Jan. 14, 2008.

This is the Debtors' third motion seeking to extend their
exclusive plan solicitation period, which is set to expire on
Sept. 15, 2007.

The Debtors remind the Court that they have filed a Joint Plan of
Liquidation and Disclosure Statement on April 30, 2007.  They
request an extension of their plan solicitation period because
they, along with their advisors, are continuing to negotiate and
finalize the terms of the plan with the asset sale purchaser and
the Official Committee of Unsecured Creditors, ultimately
confirming the plan without prejudicing any party of interest.

The Debtors relate that they have made significant, good-faith
progress in resolving many of the issues facing the Debtors'
estates, including:

   (i) certain disputes among the Debtors, the Committee and
       Tennenbaum Capital Partners, LLC regarding, among other
       things, the sale and the amount and validity of claims
       filed by Tennenbaum on behalf of itself and its
       affiliates Special Value Expansion Fund, LLC and Special
       Value Opportunities Fund, LLC;

  (ii) the ultimate disposition of the Debtors' assets through
       a sale; and

(iii) the priority and payment of millions of dollars in
       professional fees and expenses that have been asserted
       to date by the Committee's professionals.

Based in Radnor, Pennsylvania, Radnor Holdings Corporation --
http://www.radnorholdings.com/-- manufactured and   
distributed a broad line of disposable food service products in
the United States, and specialty chemicals worldwide.  The
Debtor and its affiliates filed for chapter 11 protection on Aug.
21, 2006 (Bankr. D. Del. Lead Case No. 06-10894).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., Sarah E. Pierce,
Esq., Timothy R. Pohl, Esq., Patrick J. Nash, Jr., Esq., and Rena
M. Samole, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  Donald J. Detweiler, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP, serve the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$361,454,000 and total debts of $325,300,000.


RESIDENTIAL ASSET: Fitch Lowers Ratings on Six Cert. Classes
------------------------------------------------------------
Fitch has taken rating actions on these Residential Asset
Securities Corporation mortgage pass-through certificates:

RASC, Series 2003-KS6

  -- Class A affirmed at 'AAA';

  -- Class M-1 downgraded to 'BB+' from 'AA+', and removed from
     Rating Watch Negative;

  -- Class M-2 downgraded to 'CCC' from 'A-', and assigned a
     Distressed Recovery rating of 'DR2';

  -- Class M-3 downgraded to 'CCC' from 'BBB+', and assigned a
     DR rating of 'DR1'.

RASC, Series 2003-KS11 Group 1

  -- Class A affirmed at 'AAA';
  -- Class M-I-1 affirmed at 'AA+';
  -- Class M-I-2 affirmed at 'AA-';
  -- Class M-I-3 affirmed at 'A'.

RASC, Series 2003-KS11 Group 2-3

  -- Class M-II-1 affirmed at 'AA+';
  -- Class M-II-2 affirmed at 'A+';
  -- Class M-II-3 downgraded to 'BB' from 'BBB'.

RASC, Series 2004-KS2 Group 1

  -- Class A affirmed at 'AAA';
  -- Class M-I-1 affirmed at 'AA';
  -- Class M-I-2 affirmed at 'A';
  -- Class M-I-3 affirmed at 'BBB'.

RASC, Series 2004-KS2 Group 2-3

  -- Class M-II-1 affirmed at 'AA';

  -- Class M-II-2 downgraded to 'A' from 'A+';

  -- Class M-II-3 downgraded to 'CCC' from 'BBB', and assigned
     a DR rating of 'DR2'.

The affirmations, affecting approximately $373.5 million of the
outstanding balances, are taken as a result of a satisfactory
relationship of credit enhancement to expected losses.

The downgrades, affecting approximately $49.6 million of the
outstanding balances, are taken as a result of a deteriorating
relationship between expected losses and credit enhancement.  As
of the July distribution date, the affected series have
experienced monthly losses that could not be covered by excess
spread for at least five of the past six months.  As a result,
overcollateralization amounts are below their target values.
Series 2004-KS2 Group 2-3 has incurred 1.56% loss to date and has
a 60+ delinquency of 32.64%.  The OC percent for 2004-KS2 Group 2-
3 is 4.3%.  Series 2003-KS6 and 2003-KS11 Group 2-3 have incurred
losses to date of 1.26% and 1.78%, respectively, and have 60+
delinquencies of 43.55% and 34.82% - in that order.  The above two
deals have OC percentages of 5.9% and 5.6%, respectively.

The collateral of the above transactions consists of fixed- and
adjustable-rate subprime mortgage loans secured by first and
second liens on residential properties.  The above transactions
are seasoned from 41 (2004-KS2 Group 2&3) to 48 (2003-KS6) months.  
The pool factors range from 6% (2003-KS6) to 37% (2004-KS2 Group
1).  The loans are primarily serviced by Homecomings Financial
Network, LLC (rated 'RPS1' by Fitch) and master serviced by GMAC-
RFC (rated 'RMS2').


RYERSON INC: Waiting Period for Platinum Unit Merger Expires
------------------------------------------------------------
The waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 relating to the proposed merger of
Ryerson Inc. with an affiliate of Platinum Equity LLC expired on
Sept. 4, 2007.  

The HSR Act requires parties to mergers or acquisitions that meet
certain thresholds to notify the Federal Trade Commission and U.S.
Department of Justice of the transaction and observe a mandatory
waiting period prior to closing the transaction.  The expiration
of the Hart-Scott-Rodino waiting period completes the pre-closing
U.S. antitrust review process of the proposed transaction.
    
In addition, the transaction with Platinum is subject to pre-
merger notification under the Competition Act.  The company is in
the process of seeking an advance ruling certificate from the
Commissioner of Competition which would exempt the transaction
from the pre-merger notification obligations.

The parties also intend to seek from the Commissioner a "no-
action" letter and a waiver of the parties' obligation
to notify the Commissioner in respect of the transaction.
    
The transaction is subject to the approval of Ryerson's
stockholders and other customary closing conditions and is
expected to be completed in the fourth quarter of 2007.
    
Security holders may obtain a free copy of the proxy statement and
any other relevant documents (when available) from Ryerson by
directing a request to:

     Ryerson Inc.
     ATTN: Investor Relations
     2621 West 15th Place
     Chicago, IL 60608

                       About Ryerson Inc.

Headquartered in Chicago, Illinois, Ryerson Inc. (NYSE: RYI) --
http://www.ryerson.com/-- is a distributor and processor of  
metals in North America.  The company services customers through a
network of service centers across the United States and in Canada,
Mexico, India, and China.  

                         *     *     *

As reported in the Troubled Company Reporter on July 26, 2007,
Moody's Investors Service placed Ryerson Inc.'s B1 corporate
family rating under review for possible downgrade.


SACO: Fitch Downgrades Ratings on $422.9 Million Certificates
-------------------------------------------------------------
Fitch Ratings has taken rating actions on SACO mortgage pass-
through certificates.  Affirmations total $150.9 million and
downgrades total $422.9 million.  Break Loss percentages and Loss
Coverage Ratios for each class, rated 'B' or higher, are included
with the rating actions as:

SACO 2005-9

  -- $120.2 million class A-1, A-3 downgraded to 'AA' from
     'AAA' (BL: 65.42, LCR: 1.75)

  -- $26.5 million class M-1 downgraded to 'A-' from 'AA+' (BL:
     55.11, LCR: 1.47)

  -- $24.5 million class M-2 downgraded to 'BBB' from 'AA' (BL:
     45.52, LCR: 1.22)

  -- $9.2 million class M-3 downgraded to 'BBB-' from 'AA-'
     (BL: 41.87, LCR: 1.12)

  -- $15 million class M-4 downgraded to 'BB' from 'A+' (BL:
     35.85, LCR: 0.96)

  -- $10.7 million class M-5 downgraded to 'B+' from 'A' (BL:
     31.54, LCR: 0.84)

  -- $8.2 million class M-6 downgraded to 'B' from 'A-' (BL:
     28.07, LCR: 0.75)

  -- $9.7 million class B-1 downgraded to 'C/DR6' from 'BBB+';

  -- $6.3 million class B-2 downgraded to 'C/DR6' from 'BBB';

  -- $7 million class B-3 downgraded to 'C/DR6' from 'BB';

  -- $8 million class B-4 downgraded to 'C/DR6' from 'B+';

Deal Summary

  -- Originators: 19.97% Waterfield;
  -- 60+ day Delinquency: 9.33%;  
  -- Realized Losses to date (% of Original Balance): 6.01%;
  -- Expected Remaining Losses (% of Current Balance): 37.44%;
  -- Cumulative Expected Losses (% of Original Balance):
     25.89%;

SACO 2005-10 Group 1

  -- $150.8 million class I-A affirmed at 'AAA' (Wrapped by
     Ambac)

  -- $5.5 million class I-M downgraded to 'B' from 'A-' (BL:
     29.37, LCR: 0.78)

  -- $7.6 million class I-B-1 downgraded to 'C/DR6' from
     'BBB+';

  -- $5.4 million class I-B-2 downgraded to 'C/DR6' from 'BBB';

  -- $4.7 million class I-B-3 downgraded to 'C/DR6' from
     'BBB-';

  -- $5.4 million class I-B-4 downgraded to 'C/DR6' from 'B+';

Deal Summary

  -- Originators: 26.56% SouthStar Funding, LLC;
  -- 60+ day Delinquency: 10.25%
  -- Realized Losses to date (% of Original Balance): 6.65%
  -- Expected Remaining Losses (% of Current Balance): 37.71%;
  -- Cumulative Expected Losses (% of Original Balance):
     28.18%;

SACO 2005-10 Group 2

  -- $72.5 million class IIA1, IIA3 downgraded to 'AA' from
     'AAA' (BL: 65.30, LCR: 1.8);

  -- $15.8 million class II-M-1 downgraded to 'A' from 'AA+'
     (BL: 54.97, LCR: 1.51);

  -- $14.6 million class II-M-2 downgraded to 'BBB' from 'AA'
     (BL: 45.34, LCR: 1.25);

  -- $6.3 million class II-M-3 downgraded to 'BBB-' from 'AA-'
     (BL: 41.09, LCR: 1.13);

  -- $9 million class II-M-4 downgraded to 'BB' from 'A+' (BL:
     34.94, LCR: 0.96);

  -- $6.4 million class II-M-5 downgraded to 'B+' from 'A' (BL:
     30.52, LCR: 0.84);

  -- $4.8 million class II-M-6 downgraded to 'C/DR6' from 'A-';

  -- $6 million class II-B-1 downgraded to 'C/DR6' from 'BBB+';

  -- $4.1 million class II-B-2 downgraded to 'C/DR6' from
     'BBB';

  -- $4 million class II-B-3 downgraded to 'C/DR6' from 'BBB-';

  -- $4.1 million class II-B-4 downgraded to 'C/DR6' from 'B+';

Deal Summary

  -- Originators: 26.56% SouthStar Funding, LLC;
  -- 60+ day Delinquency: 9.64%
  -- Realized Losses to date (% of Original Balance): 6.18%
  -- Expected Remaining Losses (% of Current Balance): 36.29%;
  -- Cumulative Expected Losses (% of Original Balance):
     25.70%;

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

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.


SANTA FE MINERALS: Files Chapter 11 Liquidation Plan in Delaware
----------------------------------------------------------------
Santa Fe Minerals and its debtor-affiliates filed with the United
States Bankruptcy Court for the District of Delaware their Joint
Chapter 11 Plan of Liquidation.

                       Treatment of Claims

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

Holders of Secured Claims will retain any liens that secure their
claim and, to the extent possible, each holder will be paid in
full on the effective date.

Holders of General Unsecured Claims will receive a pro rata
distribution.

Holders Convenience Claims will receive $2,500 in cash in final
satisfaction of their claims.

Under the Plan, each holder of Sinz/Troia and Contingent
Litigation Claims will receive:

   a. one or more distribution from the trust consists of any
      applicable insurance policy proceeds, if any; and

   b. a pro rata share of the trust distribution.

Equity Interests and Intercompany claims against the Debtors
will not receive any distribution or property under the Plan.

A full-text copy of the Joint Chapter 11 Plan of Liquidation is
available for a fee at:

    http://www.researcharchives.com/bin/download?id=070910045116

Headquartered in Houston, Texas, 15375 Memorial Corporation is the
sole shareholder of Santa Fe Mineral, Inc.  Santa Fe Minerals is a
Wyoming based corporation dissolved in 2000.  Under Wyoming law,
creditors of a dissolved corporation can recover their debts from
the dissolved corporation's shareholders, up to the value of the
assets that each shareholder received at the dissolution.

15375 Memorial and Santa Fe Minerals filed for chapter 11
protection on Aug. 16, 2006 (Bankr. D. Del. Case Nos. 06-10859 &
06-10860).  John D. Demmy, Esq., at Stevens & Lee, P.C.,
represents the Debtors.  No Official Committee of Unsecured
Creditors have been appointed in the Debtors' cases.  When the
Debtors filed for protection from their creditors, they estimated
their assets between $100,000 to $500,000 and liabilities of more
than $100 million.


SCOTT KAHLER: Case Summary & Two Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Scott William Kahler
        dba Kahler's Auto Sales
        P.O. Box 13778
        Anderson, SC 29624

Bankruptcy Case No.: 07-04865

Chapter 11 Petition Date: September 7, 2007

Court: District of South Carolina (Spartanburg)

Judge: Helen E. Burris

Debtor's Counsel: Robert H. Cooper, Esq.
                  3523 Pelham Road, Suite B
                  Greenville, SC 29615
                  Tel: (864) 271-9911

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its Two Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
National Bank of                            $344,000
South Carolina
432 North Main Street
Anderson, SC 29622

HSBC N.V.                                     $2,138
12447 Southwest 69th Avenue
Portland, OR 97223


SEMINOLE TRIBE: Moody's Reviews Ba1 Rating and May Upgrade
----------------------------------------------------------
Moody's Investors Service placed the Seminole Tribe of Florida's
ratings on review for possible upgrade.  The Tribe currently has a
Ba1 corporate family rating, Ba1 probability of default rating,
and a Ba1 (LGD-3, 49%) rating on its $1.235 billion term loan due
2014, $280 million 6.535% series 2005 B notes due 2020, and $450
mil 5.798% series 2005 A notes due 2013.

In addition to the Tribe's projected financial performance,
financial policy, and strategic direction, the review for upgrade
will consider the Tribe's past and current efforts related to
improving its overall corporate governance profile. A key
component of the review will be the Tribe's progress in addressing
recommendations made by the National Indian Gaming Commission that
were included as part of its audit findings released earlier this
year.

Moody's review is expected to be completed in the very near-term.  
Any ratings upgrade would be limited to one-notch. Separately, the
ratings on Seminole Hard Rock Entertainment (B1/stable) are not
affected by this action.  Seminole Hard Rock Entertainment is an
unrestricted wholly-owned non-recourse subsidiary of the Tribe.

The Seminole Tribe of Florida is a federally recognized Indian
tribe with enrolled membership of about 3,200 members, most of
whom reside on Tribal lands in Florida.  The Tribe owns and
operates seven Class II gaming facilities located on Tribal lands
throughout southern and central Florida.  The gaming operations
are managed by the Seminole Gaming Division, an organizational
unit of the Tribal government with no separate legal existence.


SIENA TECHNOLOGIES: Gets Contracts Worth $1.4 Million
-----------------------------------------------------
Siena Technologies Inc. has signed contracts aggregating
$1.4 million since completing its restructuring disclosed in early
August, which enabled management to refocus attention on
growing revenues.  The majority of these new contracts will be
recognized during the second half of 2007.
    
As Siena reestablished its focus on its core competencies,
designing and building highly sophisticated commercial
entertainment systems, the quality of its revenues has also
improved.  The orders the company is receiving are broad.

Approximately 25% of the business is coming from design, which not
only carries attractive margins, but also presents the potential
opportunity to build the project as well.
    
"We are encouraged to see our contract volume growing these past
several weeks, Anthony DeLise, Siena's interim CEO commented.  
"Our bidding volume over the period has also risen materially to a
record $21 million.  With this pace of business development, we
anticipate generating revenues of approximately $4 million during
the second half of 2007 and expect to achieve profitability during
first quarter 2008."
   
                    About Siena Technologies

Headquartered in Las Vegas, Nevada, Siena Technologies (OTC BB:
SIEN.OB) - http://www.sienatechnologies.com/-- through its
subsidiary, Kelley Communication Company Inc. engages in the
design, development, and integration of automated system networks,
known as 'smart technologies', primarily for the gaming,
entertainment, and luxury residential markets in the United
States.  Its systems networks include data, telecommunications,
audio and video components, casino surveillance, security and
access control systems, entertainment audio and video, special
effects, and multi-million dollar video conference systems.

At March 31, 2007, Siena Technologies Inc.'s consolidated balance
showed $10,172,504 in total assets and $12,523,715 in total
liabilities, resulting in a $2,351,211 total stockholders'
deficit.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on July 2, 2007,
Jaspers + Hall PC expressed substantial doubt about Siena
Technologies Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2006, and 2005.  The auditing firm reported
that the company has an accumulated deficit of $32,329,927, and is
generating losses from operations.  The continuing losses have
adversely affected the liquidity of the company.


SOLOMON DWEK: Case Summary & 212 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Solomon Dwek
        311 Crosby Avenue
        Deal, NJ 07723

Bankruptcy Case No.: 07-11757

Debtor-affiliates filing separate Chapter 11 petitions on
September 4, 2007:

      Entity                                     Case No.
      ------                                     --------
      WLB Center, LLC                            07-22630
      Asbury Gas, LLC                            07-22632
      Jemar Enterprises, LLC                     07-22633
      Melville Dwek, LLC                         07-22634
      Newport WLB, LLC                           07-22635
      Red Bank Gas, LLC                          07-22636
      WLB Highway, LLC                           07-22638

Debtor-affiliates that filed separate Chapter 11 petitions
before August 24, 2007:

      Entity                                     Case No.
      ------                                     --------
      Dwek Branches, L.L.C.                      07-22035
      Dwek Assets, L.L.C.                        07-22036
      WLB Center, LLC                            07-21752
      Dwek Properties, LLC                       07-20939
      Neptune Medical, LLC                       07-18766
      Dwek Raleigh, L.L.C.                       07-18316
      Greenwood Plaza Acquisitions, L.L.C.       07-18317
      Sinking Springs II, L.L.C.                 07-18318
      Sinking Springs, L.P.                      07-18320
      1631 Highway 35, L.L.C.                    07-16041
      167 Monmouth Road, L.L.C.                  07-16045
      2100 Highway 35, L.L.C.                    07-16048
      230 Broadway, L.L.C.                       07-16049
      264 Highway 35, L.L.C.                     07-16052
      374 Monmouth Road, L.L.C.                  07-16053
      55 North Gilbert, L.L.C.                   07-16054
      601 Main Street, L.L.C.                    07-16055
      6201 Route 9, L.L.C.                       07-16057
      Aberdeen Gas, L.L.C.                       07-16058
      Bath Avenue Holdings, L.L.C.               07-16060
      Belmar Gas, L.L.C.                         07-16061
      Berkeley Heights Gas, L.L.C.               07-16062
      Brick Gas, L.L.C.                          07-16064
      Dover Estates, L.L.C.                      07-16065
      Dwek Gas, L.L.C.                           07-16066
      Dwek Hopatchung, L.L.C.                    07-16067
      Dwek Income, L.L.C.                        07-16068
      Dwek Ohio, L.L.C.                          07-16069
      Dwek Pennsylvania, L.P.                    07-16071
      Dwek Wall, L.L.C.                          07-16072
      Dwek Woodbridge, L.L.C.                    07-16073
      Kadosh, L.L.C.                             07-16074
      Lacey Land, L.L.C.                         07-16075
      Monmouth Plaza, L.L.C.                     07-16076
      P&Y Holdings, L.L.C.                       07-16077
      Sugar Maple Estates, L.L.C.                07-16078
      West Bangs Avenue, L.L.C.                  07-16079
      Beach Mart, L.L.C.                         07-16104
      Dwek Trenton Gas, LLC                      07-12794
      Neptune Gas, LLC                           07-12796
      Route 33 Medical, LLC                      07-12798
      1111 Eleventh Avenue                       07-12799
      Dwek North Olden, LLC                      07-12800
      Dwek State College, LLC                    07-12802

Creditors who filed involuntary chapter 7 petitions against
Solomon Dwek:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
PNC Bank, N.A.                   Loans                $22,993,731
5th Avenue and Wood Street
Pittsburgh, PA 15222

Washington Mutual Bank           Loans                $22,660,558
1301 2nd Avenue
WMC 3501
Seattle, WA 98101

Four Star Builders               Indemnification of       $58,387
1301 Route 33, Suite 3E          Claim on Home
Neptune, NJ 07753                Buyer's Warranty

Type of Business: The Debtors are properties of real estate
                  developer Solomon Dwek.  Mr. Dwek was accused of
                  defrauding P.N.C. Bank by depositing a bad
                  $25-million check on April 24, 2006 and then
                  transferring out most of the money the next day.

                  An involuntary chapter 7 petition was filed
                  against Mr. Dwek on Feb. 9, 2007 with the U.S.
                  Bankruptcy Court for the District of New Jersey.
                  On Feb. 22, 2007, the Court converted the case
                  to a chapter 11 reorganization under supervision
                  of a trustee.

Chapter 11 Petition Date: May 5, 2007

Court: District of New Jersey (Trenton)

Debtors' Counsel: Timothy P. Neumann, Esq.
                  Broege, Neumann, Fischer & Shaver, LLC
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484
                  Fax: (732) 223-2416

Financial condition of debtor-affiliates that filed on
September 4, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
   WLB Center, LLC                     $6,012,081    $3,652,480
   Asbury Gas, LLC                       $500,000      $132,298
   Jemar Enterprises, LLC              $2,200,000      $924,538
   Melville Dwek, LLC                    $425,000        $7,224
   Newport WLB, LLC                    $5,500,297    $4,903,989
   Red Bank Gas, LLC                   $1,030,000       $46,008
   WLB Highway, LLC                    $1,411,615    $7,000,000

Financial condition of debtor-affiliates that filed before
August 24, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
   Dwek Branches, LLC                 $14,638,167   $18,125,863
   Dwek Assets, LLC                   $21,096,393   $16,510,850
   WLB Center, LLC                     $6,012,081    $3,652,480
   Dwek Properties, LLC               $17,809,448   $23,403,588
   Neptune Medical, LLC                $3,206,961    $2,865,749
   Dwek Raleigh, L.L.C.                $6,250,291    $5,120,286
   Greenwood Plaza                     $7,384,944    $5,332,924
      Acquisitions LLC
   Sinking Springs II, L.L.C.          $4,317,585    $2,676,477
   Sinking Springs, L.P.               $3,958,181    $3,919,222
   1631 Highway 35, L.L.C.               $969,824      $235,379
   167 Monmouth Road, L.L.C.           $2,010,780      $782,872
   2100 Highway 35, L.L.C.             $3,364,561   $20,126,806
   230 Broadway, L.L.C.                $1,024,775    $5,411,444
   264 Highway 35, L.L.C.                $804,745      $422,973
   374 Monmouth Road, L.L.C.             $756,984    $5,115,620
   55 North Gilbert, L.L.C.            $5,100,907    $3,618,102
   601 Main Street, L.L.C.             $2,486,713    $5,000,000
   6201 Route 9, L.L.C.                $1,500,048    $1,136,975
   Aberdeen Gas, L.L.C.                  $300,100           $75
   Bath Avenue Holdings, L.L.C.          $427,386    $5,002,253
   Belmar Gas, L.L.C.                    $902,777    $7,000,000
   Berkeley Heights Gas, L.L.C.        $3,765,774    $9,590,389
   Brick Gas, L.L.C.                     $569,110            $0
   Dover Estates, L.L.C.               $5,000,000    $2,078,935
   Dwek Gas, L.L.C.                    $3,909,148    $3,000,000
   Dwek Hopatchung, L.L.C.               $901,509      $645,506
   Dwek Income, L.L.C.                 $8,491,631   $12,071,262
   Dwek Ohio, L.L.C.                     $630,065      $504,185
   Dwek Pennsylvania, L.P.             $1,505,779    $1,142,160
   Dwek Wall, L.L.C.                   $4,283,804    $2,213,029
   Dwek Woodbridge, L.L.C.             $4,995,979    $2,863,687
   Kadosh, L.L.C.                        $900,121      $750,395
   Lacey Land, L.L.C.                    $850,027      $290,075
   Monmouth Plaza, L.L.C.                $752,829      $399,380
   P&Y Holdings, L.L.C.                  $637,630      $338,640
   Sugar Maple Estates, L.L.C.         $7,520,388    $5,472,159
   West Bangs Avenue, L.L.C.             $500,536      $248,343
   Beach Mart, L.L.C.                    $855,318    $5,468,135

A list of 180 largest unsecured creditors for the debtor-
affiliates that filed before August 24, 2007, is available for
free at http://researcharchives.com/t/s?232f

A. WLB Center, LLC's List of its Four Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property                 Property                $1,310
Management, LLC                  Management
167 Monmouth Road
Oakhurst, NJ 07755

JCP&L                                                   Unknown
P.O. Box 3687
Akron, OH 44309-3687

NJ American Water Co.                                   Unknown
P.O. Box 371331
Pittsburgh, PA 15250-7331

NJNG                                                    Unknown
P.O. Box 1378
Belmar, NJ 07715-0001

B. Asbury Gas, LLC's List of its Seven Largest Unsecured
Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Brinkerhoof Environmental        Environmental         $122,415
Services                         Services at former
1913 Atlantic Avenue             Gulf Service
Suite R5                         Station
Manasquan, NJ 08736

Capital Property                 Property Management     $4,000
Management, LLC
167 Monmouth Road
Oakhurst, NJ 07755

Dickstein Associates Agency      Insurance               $2,844
4001 Asbury Avenue
Neptune, NJ 07753

JCP&L                            Utilities                 $129

NJ DEP                                                  Unknown

Township of Neptune                                        $785
Sewer Authority

Rent-A-Fence, Inc.                                         $196

C. Jemar Enterprises, LLC's List of its Three Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Coastal Property                 Property                  $120
Maintenance, LLC                 Maintenance
167 Monmouth Road
Oakhurst, NJ 07755

Cutting Edge Lawn Service, LLC                             $350
17 Tall Oaks Drive
Hazlet, NJ 07730

NJ DEP                                                  Unknown
401 East State Street
Trenton, NJ 08625

D. Melville Dwek, LLC's List of its Two Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property                 Property                $4,000
Management, LLC                  Management
167 Monmouth Road
Oakhurst, NJ 07755

NJ DEP                                                  Unknown
401 East State Street
Trenton, NJ 08625

E. Newport WLB, LLC's List of its 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Penn Federal Savings Bank                               $45,074
[unknown address]

Key Equipment Finance Co.                                $4,824
P.O. Box 203901
Houston, TX 77216-3901

NJ American Water Co.                                    $2,011
P.O. Box 371331
Pittsburgh, PA 15250-7331

Cutting Edge Lawn                                        $1,696
Service, LLC

Kleen Rite                                               $1,353

Morris County Elevator                                     $198

NJ Natural Gas Co.                                         $171

JRG Termite & Pest Control       Tenant                    $128

Dew Drop Lawn Sprinklers, LLC                               $53

Meridian Health Realty Corp.     Tenant                 Unknown

Dr. Christian Pierson            Tenant                 Unknown

Sovereign Bank                   Tenant                 Unknown

F. Red Bank Gas, LLC's List of its Four Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property                 Property                $4,000
Management, LLC                  Management
167 Monmouth Road
Oakhurst, NJ 07755

DMR Lawns & Landscapes, Inc.     Landscaping             $1,160
28 Broad Street
Eatontown, NJ 07724

Coastal Property                 Property                  $883
Maintenance, LLC                 Management
167 Monmouth Road
Oakhurst, NJ 07755

NJ DEP                                                  Unknown
401 East State Street
Trenton, NJ 08625

G. WLB Highway, LLC does not have any creditors who are
   not insiders.


SOS REALTY: Court Sets Case Conversion Hearing on September 17
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
scheduled a hearing at 11:00 a.m. on Sept. 17, 2007, to consider
the request of John Fitzgerald, The U.S. Trustee for Region 1, to
convert SOS Realty LLC's Chapter 11 case to Chapter 7 proceeding,
or in the alternative, dismiss the case.

The Court also set Sept. 12, 2007, 4:30 p.m. as the deadline for
filing objections to the conversion of the Debtor's case.

As reported in the Troubled Company Reporter on Aug. 21, 2007, the
Trustee contended that the Debtor, among others, failed to file
its monthly financial report for the period ending July 31, 2007;
and to pay quarterly fees owing to the Trustee for the second
quarter of 2007.

Furthermore, the Trustee says that the Debtor failed to gain the
Court’s confirmation of a meaningful disclosure and a feasible
Chapter 11 plan.

                         About SOS Realty

Based in West Roxbury, Massachusetts, SOS Realty LLC owns a
condominium development known as the "Washington Grove
Condominiums."  The company filed for chapter 11 protection on
May 11, 2006 (Bankr. D. Mass. Case No. 06-11381).  Jennifer L.
Hertz, Esq., at Duane Morris LLP, represents the Debtor in its
restructuring efforts.  No Official Committee of Unsecured
Creditors has been filed in the Debtor's case.  In its schedules
of assets and liabilities, it listed $12,009,000 in total assets
and $6,734,279 in total liabilities.


SPECIALTY UNDERWRITING: Fitch Puts Junk Ratings on Three Certs.
---------------------------------------------------------------
Fitch Ratings has affirmed 6 classes and downgraded 10 classes
from these Specialty Underwriting & Residential Finance asset-
backed certificates trusts:

SURF 2003-BC1

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'A';
  -- Class B-1 downgraded to 'B' from 'BB';
  -- Class B-2 remains at 'C/DR6'.

SURF 2003-BC2

  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 downgraded to 'B' from 'A+';
  -- Class B-1 downgraded to 'CC' from 'BB'; assigned
     Distressed Recovery rating of 'DR3';
  -- Class B-2 downgraded to 'C/DR5' from 'CC/DR3'.

SURF 2004-BC4

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

The collateral for the aforementioned trusts consist primarily of
fixed rate and adjustable rate sub-prime mortgage loans secured by
first or second liens on real properties.  The loans were acquired
by Merrill Lynch Mortgage Lending, Inc. from various originators
and were originated in accordance with the SURF underwriting
guidelines.  SURF acts as program administrator for the seller,
Merrill Lynch Mortgage Lending, Inc., and its loan acquisition
program facilitates the purchase by Merrill Lynch Mortgage
Lending, Inc. of eligible non-conforming loans from various SURF-
approved originators.

The affirmations reflect adequate relationships of credit
enhancement to future loss expectations and affect approximately
$120.9 million of outstanding certificates.  The downgraded
classes reflect the deterioration in the relationship of CE to
future loss expectations and affect approximately $116.5 million
of outstanding certificates.

Series 2003-BC1 has experienced numerous months of
overcollateralization decline over the past year due to losses
exceeding excess spread.  As of the July 2007 remittance period,
the OC was completely exhausted, cumulative loss to date was
2.35%, and the 60+ delinquency (inclusive of foreclosure and REO)
was 18.83%.

Similarly, Series 2003-BC2 has experienced a steady decline in OC
over the past year.  As of the July 2007 remittance period, the OC
had decreased to approximately $200k leaving the B-2 bond with
only 69bps of CE.  The cumulative loss to date was 2.16% and the
60+ delinquency (inclusive of foreclosure and REO) was 22.70%.

Series 2004-BC4 OC has been below the target amount for the past
four months. The OC of Series 2004-BC4 is expected to step down in
a few months.  Fitch expects the losses to exceed excess spread
causing the OC amount to decline below the new target amount
increasing credit risk to the subordinate classes.  As of the July
2007 remittance period, the cumulative loss to date was 59bps and
the 60+ delinquency rate (inclusive of foreclosure and REO) is
17.72%.

The servicer for the aforementioned transactions is Litton Loan
Servicing (rated 'RPS1'/Rating Watch Negative by Fitch).


SPHERIS INC: Moody's Changes Outlook from Negative to Stable
------------------------------------------------------------
Moody's Investors Service revised Spheris Inc.'s rating outlook to
stable from negative.  Concurrently, Moody's withdrew the Ba3
ratings on the $25 million senior secured revolver due 2009 and
$72.3 million senior secured term loan due 2010.  The revolver and
term loan were refinanced with a new credit facility that was not
rated by Moody's.  Additionally, Moody's affirmed the B3 Corporate
Family Rating and B3 Probability of Default rating.

The revision of the ratings outlook to stable from negative
reflects that successful expense management initiatives coupled
with a new credit facility and a slight improvement in the
company's revenue growth have eased near-term default concerns.
The outlook also considers that the company will not engage in a
material debt financed acquisition or shareholder friendly
activities over the ratings horizon.

The B3 Corporate Family Rating considers the company's highly
leveraged position, modest free cash flow, low interest coverage,
and its focus on a single line of business.  For the twelve months
ended June 30, 2007, Spheris' adjusted debt to EBITDA was 6.1
times while free cash flow to adjusted debt was 2.9%.  

Moody's anticipates that the company's leverage position will
remain high over the ratings horizon as the company generates a
marginal amount of free cash flow.  EBIT to interest expense and
EBITDA to interest expense were 0.3 times and 1.5 times,
respectively, for the twelve months ended June 30, 2007.  With the
recent refinancing of the company's credit facility resulting in
lower interest expense, Moody's expects that interest coverage
will slightly improve over the intermediate term.

The Corporate Family Rating acknowledges Spheris' strong
competitive position within the highly fragmented medical
transcription market and diversified customer base.  Along with
Medquist Inc. (not rated), Spheris is one of only two national
providers of medical transcription services to the healthcare
industry.  The remaining competitive environment is comprised of
companies that are much smaller in size than Spheris.  Sidney
Matti, Analyst, noted that "Spheris' geographic scale provides it
with the opportunity to diversify revenue thereby lowering its
dependence on a small number of customers".  For the last twelve
months ended June 30, 2007, no one single customer represented
more than 10% of the company's total revenues.

These ratings were withdrawn:

-- Ba3 (LGD2/17%) rating on a $25 million Senior Secured
    Revolver due 2009; and

-- Ba3 (LGD2/17%) rating on a $72.3 million Senior Secured
    Term Loan due 2010.

These ratings were affirmed:

-- B3 Corporate Family Rating;

-- B3 Probability of Default rating; and

-- Caa1 (to LGD5/74% from LGD5/75%) rating on $122
    Subordinated Notes due 2012.

Headquartered in Franklin, Tennessee, Spheris Inc. is a leading
outsource provider of clinical documentation technology and
services to health systems, hospitals and group medical practices
throughout the U.S.  For the twelve months ended June 30, 2007,
the company generated about $206 million in revenues.


STARWOOD HOTELS: Moody's Puts Subordinated Ratings at (P)Ba1
------------------------------------------------------------
Moody's Investors Service assigned a Baa3 rating to Starwood
Hotels & Resorts Worldwide Inc.'s $400 million senior unsecured
bonds due 2013.

Moody's also assigned a (P)Baa3, (P)Ba1, (P)Ba2 to the company's
senior, subordinated and preferred debt shelf, respectively, and
affirmed existing ratings.  The rating outlook is stable.

The proceeds of the bond offering will be used to repay loans
outstanding under the company's revolving credit facilities. The
rating affirmation reflects Starwood's global diversification,
scale, and solid credit metrics for the rating category.  The
ratings consider the likelihood that debt levels may increase to
support investment and share repurchase activity.  

The rating outlook is stable reflecting the stable lodging demand
outlook and limited supply growth that is expected to drive
continued increases in room rates, albeit at a slowing pace
relative to the recent past, and higher earnings. Starwood's
absolute debt levels are likely to increase to support expected
share repurchase activity, but earnings growth should result in
credit metrics consistent with the company's assigned rating.

Moody's does not expect upward rating momentum in the intermediate
term because the company's current financial targets, and share
repurchase appetite are inconsistent with a higher rating.  Given
the solid industry outlook, Moody's does not anticipate negative
rating pressure absent event risk. However, Starwood's rating
would come under downward pressure if debt to EBITDA exceeds 4x or
EBIT/interest falls below 2x (on a Moody's adjusted basis) and
appear likely to remain at depressed levels.

Starwood Hotels & Resorts Worldwide Inc, headquartered in White
Plains, New York, is a leading hotel company with about 890
properties in more than 100 countries.  Starwood operates well
known brands, including, St. Regis(R), The Luxury Collection,
Sheraton, W, Westin, Four Points by Sheraton, Le Meridien, and the
recently announced aloft and Element.  The company owns Starwood
Vacation Ownership Inc. which develops and operates vacation
interval ownership resorts.  The company generated revenues, net
of cost reimbursements of about $4.2 billion on a last twelve
months basis ended June 30, 2007.


STRUCTURED ASSET: Fitch Lowers Ratings on $634.2 Million Certs.
---------------------------------------------------------------
Fitch Ratings has taken these rating actions on Structured Asset
Securities Corporation mortgage pass-through certificates.  
Affirmations total $192.9 million and downgrades total
$634.2 million.  Break Loss percentages and Loss Coverage Ratios
for each class, rated B or higher, are included with the rating
actions as:

SASCO 2006-ARS1

  -- $97.4 million class A downgraded to 'BBB-' from 'AAA' (BL:
     51.91, LCR: 1.18);

  -- $13.9 million class M1 downgraded to 'BB' from 'AA+' (BL:
     43.23, LCR: 0.98);

  -- $12.1 million class M2 downgraded to 'B' from 'AA' (BL:
     35.70, LCR: 0.81);

  -- $5.9 million class M3 downgraded to 'B-' from 'AA-' and
     assigned a distressed recovery (DR) rating of 'DR2';

  -- $5.3 million class M4 downgraded to 'B-' from 'A+' and
     assigned a DR rating of 'DR2';

  -- $5.5 million class M5 downgraded to 'B-' from 'A-' and
     assigned a DR rating of 'DR2';

  -- $5.1 million class M6 downgraded to 'C' from 'BBB' and
     assigned a DR rating of 'DR6';

  -- $5 million class M7 downgraded to 'C' from 'BB' and
     assigned a DR rating of 'DR6';

  -- $4.8 million class M8 downgraded to 'C' from 'B' and
     assigned a DR rating of 'DR6';

  -- $3.6 million class M9 remains at 'C/DR6';

  -- $3 million class B1 remains at 'C/DR6'.

Deal Summary

  -- Originators: Argent (100%);
  -- 60+ day Delinquency: 11.65%;
  -- Realized Losses to date (% of Original Balance): 9.47%;
  -- Expected Remaining Losses (% of Current Balance): 44.15%;
  -- Cumulative Expected Losses (% of Original Balance):
     40.02%.

SASCO 2006-S1

  -- $159.8 million class A downgraded to 'A+' from 'AAA' (BL:
     47.87, LCR: 1.65);

  -- $21.1 million class M1 downgraded to 'BBB+' from 'AA' (BL:
     39.22, LCR: 1.35);

  -- $9.9 million class M2 downgraded to 'BBB' from 'AA-' (BL:
     35.12, LCR: 1.21);

  -- $11 million class M3 downgraded to 'BB+' from 'A+' (BL:
     30.52, LCR: 1.05);

  -- $10.1 million class M4 downgraded to 'BB-' from 'A-' (BL:
     26.27, LCR: 0.91);

  -- $7.5 million class M5 downgraded to 'B' from 'BBB+' (BL:
     23.02, LCR: 0.79);

  -- $6.1 million class M6 downgraded to 'C' from 'BBB-' and
     assigned a DR rating of 'DR6';

  -- $5.7 million class M7 downgraded to 'C' from 'BB' and
     assigned a DR rating of 'DR6';

  -- $5.9 million class M8 downgraded to 'C' from 'B' and
     assigned a DR rating of 'DR6';

  -- $7.2 million class B1 remains at 'C/DR6';

  -- $1.8 million class B2 remains at 'C/DR6'.

Deal Summary

  -- Originators: Aurora (95.6%);
  -- 60+ day Delinquency: 6.18%;
  -- Realized Losses to date (% of Original Balance): 4.65%;
  -- Expected Remaining Losses (% of Current Balance): 29.00%;
  -- Cumulative Expected Losses (% of Original Balance):
     20.86%.

SASCO 2006-S2

  -- $177 million class A affirmed at 'AAA' (BL: 74.42, LCR:
     2.48);

  -- $106.6 million class M1 downgraded to 'A+' from 'AA+' (BL:
     49.09, LCR: 1.64);

  -- $34.7 million class M2 downgraded to 'BBB+' from 'AA' (BL:
     41.10, LCR: 1.37);

  -- $13.7 million class M3 downgraded to 'BBB' from 'AA' (BL:
     37.72, LCR: 1.26);

  -- $17.3 million class M4 downgraded to 'BBB-' from 'A+' (BL:
     33.50, LCR: 1.12);

  -- $14.7 million class M5 downgraded to 'BB' from 'A' (BL:
     29.91, LCR: / 1);

  -- $9.1 million class M6 downgraded to 'BB-' from 'A-' (BL:
     27.61, LCR: 0.92);

  -- $8.8 million class M7 downgraded to 'B+' from 'BBB+' (BL:
     25.31, LCR: 0.84);

  -- $6.5 million class M8 downgraded to 'B' from 'BBB' (BL:
     23.56, LCR: 0.79);

  -- $6.5 million class M9 downgraded to 'C' from 'BBB-' and
     assigned a DR rating of 'DR6';

  -- $5.2 million class B1 downgraded to 'C' from 'BBB-' and
     assigned a DR rating of 'DR6';

  -- $6.8 million class B2 downgraded to 'C' from 'BB+' and
     assigned a DR rating of 'DR6';

  -- $10.4 million class B3 downgraded to 'C' from 'BB+' and
     assigned a DR rating of 'DR6'.

Deal Summary

  -- Originators: Aurora (100%);
  -- 60+ day Delinquency: 9.02%;
  -- Realized Losses to date (% of Original Balance): 2.50%;
  -- Expected Remaining Losses (% of Current Balance): 30.00%;
  -- Cumulative Expected Losses (% of Original Balance):
     22.12%.

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

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.


STRUCTURED ASSET: Fitch Cuts Ratings on $557.6 Mil. Certificates
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on Structured Asset
Securities Corporation mortgage pass-through certificates.  

Affirmations total $600 million and downgrades total
$557.6 million.  Break Loss percentages and Loss Coverage Ratios
for each class, rated B or higher, are included with the rating
actions as:

SASCO 2005-S1

  -- $11.9 million class M1 affirmed at 'AA+' (BL: 100, LCR:
     5.87);

  -- $29.3 million class M2 affirmed at 'AA+' (BL: 82.31, LCR:
     4.84);

  -- $14.3 million class M3 affirmed at 'AA' (BL: 70.39, LCR:
     4.14);

  -- $28.7 million class M4 affirmed at 'A+' (BL: 46.38, LCR:
     2.72);

  -- $6.3 million class M5 affirmed at 'A' (BL: 40.95, LCR:
     2.41);

  -- $5.2 million class M6 affirmed at 'A' (BL: 34.96, LCR:
     2.05);

  -- $5 million class M7 downgraded to 'BBB' from 'A-' (BL:
     28.95, LCR: 1.7);

  -- $3.5 million class M8 downgraded to 'BBB' from 'BBB+' (BL:
     24.65, LCR: 1.45);

  -- $5.3 million class B1 downgraded to 'BB' from 'BBB-' (BL:
     18.27, LCR: 1.07);

  -- $2.9 million class B2 downgraded to 'B+' from 'BB+' (BL:
     14.82, LCR: 0.87);

  -- $7.3 million class B3 downgraded to 'C' from 'B' and
     assigned a distressed recovery rating of 'DR6';

  -- $1.3 million class B4 remains at 'C/DR6'.

Deal Summary

  -- Originators: Various;
  -- 60+ day Delinquency: 11.84%;
  -- Realized Losses to date (% of Original Balance): 4.07%;
  -- Expected Remaining Losses (% of Current Balance): 17.02%;
  -- Cumulative Expected Losses (% of Original Balance): 7.66%.

SASCO 2005-S2

  -- $3.8 million class A affirmed at 'AAA' (BL: 98.85, LCR:
     3.66);

  -- $20.3 million class M1 affirmed at 'AA+' (BL: 85.26, LCR:
     3.16);

  -- $10.7 million class M2 affirmed at 'AA' (BL: 74.23, LCR:
     2.75);

  -- $8.7 million class M3 affirmed at 'AA-' (BL: 65.04, LCR:
     2.41);

  -- $7.9 million class M4 affirmed at 'A+' (BL: 56.64, LCR:
     2.1);

  -- $7.5 million class M5 affirmed at 'A' (BL: 48.63, LCR:
     1.8);

  -- $5.9 million class M6 affirmed at 'A-' (BL: 42.17, LCR:
     1.56);

  -- $5.3 million class M7 downgraded to 'BBB' from 'BBB+' (BL:
     36.16, LCR: 1.34);

  -- $4.5 million class M8 downgraded to 'BBB-' from 'BBB+'
     (BL: 30.97, LCR: 1.15);

  -- $4.3 million class M9 downgraded to 'BB' from 'BBB' (BL:
     25.76, LCR: 0.95);

  -- $7.3 million class M10 downgraded to 'C' from 'BB-' and
     assigned a DR rating of 'DR5';

  -- $5.5 million class B1 downgraded to 'C' from 'B' and
     assigned a DR rating of 'DR6';

  -- $4.2 million class B2 remains at 'C/DR6'.

Deal Summary

  -- Originators: Aurora Loan Services (40.30%);
  -- 60+ day Delinquency: 12.35%;
  -- Realized Losses to date (% of Original Balance): 5.43%;
  -- Expected Remaining Losses (% of Current Balance): 27.00%;
  -- Cumulative Expected Losses (% of Original Balance):
     11.99%.

SASCO 2005-S3

  -- $11 million class A affirmed at 'AAA' (BL: 96.41, LCR:
     3.95);

  -- $20.8 million class M1 affirmed at 'AA+' (BL: 86.25, LCR:
     3.53);

  -- $19.7 million class M2 affirmed at 'AA' (BL: 75.34, LCR:
     3.09);

  -- $12.5 million class M3 affirmed at 'AA-' (BL: 66.82, LCR:
     2.74);

  -- $11.6 million class M4 affirmed at 'A+' (BL: 58.82, LCR:
     2.41);

  -- $11.1 million class M5 affirmed at 'A' (BL: 51.37, LCR:
     2.1);

  -- $10.2 million class M6 affirmed at 'A-' (BL: 44.38, LCR:
     1.82);

  -- $9.1 million class M7 downgraded to 'BBB' from 'BBB+' (BL:
     38.06, LCR: 1.56);

  -- $8.3 million class M8 downgraded to 'BB' from 'BBB+' (BL:
     24.56, LCR: 1.01);

  -- $7.5 million class M9 downgraded to 'B+' from 'BBB' (BL:
     21.44, LCR: 0.88);

  -- $9.1 million class M10 downgraded to 'B' from 'BBB-' (BL:
     18.43, LCR: 0.76);

  -- $7.7 million class M11 downgraded to 'C' from 'BB-' and
     assigned a DR rating of 'DR5';

  -- $7.5 million class B1 downgraded to 'C' from 'B' and
     assigned a DR rating of 'DR6';

  -- $6.9 million class B2 remains at 'C/DR6'.

Deal Summary

  -- Originators: Various;
  -- 60+ day Delinquency: 11.95%;
  -- Realized Losses to date (% of Original Balance): 6.51%;
  -- Expected Remaining Losses (% of Current Balance): 24.41%;
  -- Cumulative Expected Losses (% of Original Balance):
     13.37%.

SASCO 2005-S5

  -- $76.9 million class A affirmed at 'AAA' (BL: 82.27, LCR:
     2.78);

  -- $37.4 million class M1 affirmed at 'AA+' (BL: 68.43, LCR:
     2.31);

  -- $32.5 million class M2 affirmed at 'AA' (BL: 55.96, LCR:
     1.89);

  -- $14.2 million class M3 affirmed at 'AA-' (BL: 50.34, LCR:
     1.7);

  -- $30.3 million class M4 downgraded to 'BBB' from 'A' (BL:
     38.28, LCR: 1.29);

  -- $10.5 million class M5 downgraded to 'BBB-' from 'A-' (BL:
     34.09, LCR: 1.15);

  -- $11.1 million class M6 downgraded to 'BB' from 'BBB+' (BL:
     29.55, LCR: 1);

  -- $9.9 million class M7 downgraded to 'B+' from 'BBB' (BL:
     25.35, LCR: 0.86);

  -- $9.9 million class M8 downgraded to 'C' from 'BB' and
     assigned a DR rating of 'DR6';

  -- $9.9 million class B1 downgraded to 'C' from 'B+' and
     assigned a DR rating of 'DR6';

  -- $6.1 million class B2 downgraded to 'C' from 'B' and
     assigned a DR rating of 'DR6';

  -- $4.3 million class B3 remains at 'C/DR6'.

Deal Summary

  -- Originators: Various;
  -- 60+ day Delinquency: 9.54%;
  -- Realized Losses to date (% of Original Balance): 5.88%;
  -- Expected Remaining Losses (% of Current Balance): 29.63%;
  -- Cumulative Expected Losses (% of Original Balance):
     18.00%.

SASCO 2005-S6

  -- $84.8 million class A affirmed at 'AAA' (BL: 72.65, LCR:
     2.37);

  -- $26.1 million class M1 affirmed at 'AA+' (BL: 61.09, LCR:
     1.99);

  -- $22.3 million class M2 downgraded to 'AA-' from 'AA' (BL:
     51.19, LCR: 1.67);

  -- $10.3 million class M3 downgraded to 'A' from 'AA-' (BL:
     46.58, LCR: 1.52);

  -- $14.8 million class M4 downgraded to 'BBB+' from 'A+' (BL:
     39.91, LCR: 1.3);

  -- $10.8 million class M5 downgraded to 'BBB-' from 'A' (BL:   
     35.00, LCR: 1.14);

  -- $6.5 million class M6 downgraded to 'BB+' from 'A-' (BL:
     31.94, LCR: 1.04);

  -- $11.3 million class M7 downgraded to 'B+' from 'BBB+' (BL:
     26.52, LCR: 0.86);

  -- $7.2 million class M8 downgraded to 'B' from 'BBB' (BL:
     22.92, LCR: 0.75);

  -- $6.5 million class M9 downgraded to 'C' from 'BBB-' and
     assigned a DR rating of 'DR6';

  -- $3.7 million class B1 downgraded to 'C' from 'BB+' and
     assigned a DR rating of 'DR6';

  -- $5 million class B2 downgraded to 'C' from 'BB' and
     assigned a DR rating of 'DR6';

  -- $13 million class B3 downgraded to 'C' from 'B' and
     assigned a DR rating of 'DR6'.

Deal Summary

  -- Originators: Aurora Loan Services (54.12%);
  -- 60+ day Delinquency: 8.00%;
  -- Realized Losses to date (% of Original Balance): 6.55%;
  -- Expected Remaining Losses (% of Current Balance): 30.68%;
  -- Cumulative Expected Losses (% of Original Balance):
     20.36%.

SASCO 2005-S7

  -- $185.6 million class A1, A2 affirmed at 'AAA' (BL: 54.01,
     LCR: 2.90)

  -- $26.7 million class M1 affirmed at 'AA+' (BL: 45.44, LCR:
     2.44)

  -- $25.1 million class M2 affirmed at 'AA' (BL: 37.36, LCR:
     2.01)

  -- $11.2 million class M3 affirmed at 'AA-' (BL: 33.72, LCR:
     1.81)

  -- $8.8 million class M4 affirmed at 'A+' (BL: 30.81, LCR:
     1.66)

  -- $13 million class M5 downgraded to 'A-' from 'A' (BL:
     26.47, LCR: 1.42)

  -- $8.8 million class M6 downgraded to 'BBB' from 'A-' (BL:
     23.47, LCR: 1.26)

  -- $7.7 million class M7 downgraded to 'BBB-' from 'BBB+'
     (BL: 20.85, LCR: 1.12)

  -- $7.2 million class M8 downgraded to 'BB' from 'BBB' (BL:
     18.56, LCR: 1.00)

  -- $7.7 million class M9 downgraded to 'B+' from 'BB' (BL:
     16.32, LCR: 0.88)

  -- $6.6 million class B downgraded to 'B' from 'B+' (BL:
     15.08, LCR: 0.81)

Deal Summary

  -- Originators: Aurora Loan Services (85%);
  -- 60+ day Delinquency: 4.64%;
  -- Realized Losses to date (% of Original Balance): 2.07%;
  -- Expected Remaining Losses (% of Current Balance): 18.60%;
  -- Cumulative Expected Losses (% of Original Balance):
     13.04%.

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

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 late
2005 and 2006 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.


SUB SURFACE: Names Robert Brehm as Interim President and CEO
------------------------------------------------------------
Sub Surface Waste Management of Delaware Inc. has appointed Robert
Brehm as the interim president and chief executive officer of the
company, effective Aug. 27, 2007, as a result of Bruce Beattie's
July 5, 2007, resignation as president, chief executive officer
and as a director of the company.  

Mr. Brehm, has served as secretary of the company since
Dec. 16, 2002, and a director since Oct. 24, 2002.  From July
1997, through the present, Mr. Brehm has served as the president,
chief executive officer and chairman of the company's parent, US
Microbics Inc.  

>From July 1994 through the present Mr. Brehm has served as the
president of Robert C. Brehm Consulting Inc.  From 1991 to 1994,
he was the president of Specialty Financing International Inc, a
finance procurement company.  

Mr. Brehm has owned computer hardware, software, finance and
consulting companies.  Mr. Brehm has a double engineering degree
in electrical engineering and computer science and an MBA in
Finance and Accounting from UC Berkeley.

There are no familial relationships among the directors or
executive officers.

There are no transactions, since the beginning of the company's  
last fiscal year, or any proposed transaction, in which the
company was or is to be a participant and the amount involved
exceeds the lesser of $120,000 or 1% of the average of the
company's total assets at year-end for the last three completed
fiscal years, and in which the any related person had or will have
a direct or indirect material interest.

There is no material plan, contract or arrangement to which
Mr. Brehm is a party or in which he participates that is entered
into or material amendment in connection with the triggering event
or any grant or award to Mr. Brehm or modification thereto, under
any such plan, contract or arrangement in connection with any such
event.

                      Election of Directors

Mark Holmstedt was elected to the board of directors to fill the
vacancy resulting from Mr. Beattie's July 5, 2007, resignation.

Mr. Holmstedt also serves as a director of the company's parent,
US Microbics Inc.

There are no arrangements or understandings between Mr. Holmstedt
and any other persons pursuant to which
Mr. Holmstedt was selected as a director.  Mr. Holmstedt has not
been named to any committees of the board of directors.

There are no transactions, since the beginning of the company's
last fiscal year, or any currently proposed transaction, in which
the company was or is to be a participant and the amount involved
exceeds the lesser of $120,000 or one percent of the average of
the company's total assets at year-end for the last three
completed fiscal years, and in which the any related person had or
will have a direct or indirect material interest.

There is no material plan, contract or arrangement to which Mr.
Holmstedt is a party or in which he participates that is entered
into or material amendment in connection with the triggering event
or any grant or award to Mr. Holmstedt or modification thereto,
under any such plan, contract or arrangement in connection with
any such event.

Additionally, Bill Hopkins disclosed his resignation as a director
of Sub Surface Waste Management of Delaware Inc. effective
immediately.  Mr. Hopkins did not serve on any committees of the
board of directors.  Mr. Hopkins resigned for personal reasons.

                   About Sub Surface Waste

Based in Carlsbad, California, Sub Surface Waste Management of
Delaware Inc.  -- http://www.subsurfacewastemanagement.com/--  
(OTC BB: SSWM.OB) was formed under the laws of the State of Utah
in January 1986, and re-domiciled to the state of Delaware in
February 2001.  The company designs, installs and operates
proprietary soil and groundwater remediation systems.  As of March
31, 2007, U.S. Microbics Inc., and subsidiaries control about 79%
of the outstanding voting stock of the company.

At March 31, 2007, the company's balance sheet showed total assets
of $1,453,615, and total liabilities of $2,008,216, resulting in
total stockholders' deficiency of $554,601.


TAUBMAN CENTERS: Paying $0.375/Share Dividend on October 22
-----------------------------------------------------------
The board of directors of Taubman Centers Inc. declared a regular
quarterly dividend of $0.375 per share of common stock. The common
dividend is payable Oct. 22, 2007, to shareholders of record on
Sept. 28, 2007.
    
The board of directors also declared a quarterly dividend of $0.50
on its Series G Cumulative Preferred Shares (NYSE: TCOPrG) and a
quarterly dividend of $0.4765625 on its Series H Cumulative
Preferred Shares (NYSE: TCOPrH).

The preferred dividends will be payable on Sept. 28, 2007, to
shareholders of record on Sept. 18, 2007.
    
Based in Bloomfield Hills, Michigan, Taubman Centers Inc. (NYSE:
TCO) -- http://www.taubman.com/-- is a real estate
investment trust that acquires, develops, owns, and manages 23
urban and suburban regional shopping centers.

                            *    *    *

Fitch Ratings has affirmed the 'BB-' rating on Taubman Centers
Inc.'s $300 million in outstanding preferred stock, well as the
'BB' rating on The Taubman Realty Group Limited Partnership, the
operating partnership of Taubman Centers Inc.  The rating outlook
is stable.


TERWIN MORTGAGE: Fitch Cuts Rating $120.9 Million Certificates
--------------------------------------------------------------
Fitch Ratings has taken these rating actions on three Terwin
Mortgage Asset Securities Corporation mortgage pass-through
certificates.  Affirmations total $98.5 million and downgrades
total $120.9 million.  Break Loss percentages and Loss Coverage
Ratios for each class, rated B or higher, are included with the
rating actions as:

Terwin 2006-6 Group 2

  -- $20.8 million class II-A-1 affirmed at 'AAA' (BL: 79.71,
     LCR: 1.68);

  -- $13 million class II-A-2 downgraded to 'BBB+' from 'AAA'
     (BL: 64.58, LCR: 1.34);

  -- $17.1 million class II-M-1A, II-M-1B downgraded to 'B'
     from 'AA' (BL: 38.62, LCR: 0.8);

  -- $2.3 million class II-M-2 downgraded to 'C/DR6' from
     'AA-';

  -- $4.3 million class II-M-3 downgraded to 'C/DR6' from 'A';

  -- $2.1 million class II-B-1 downgraded to 'C/DR6' from 'A-';

  -- $1.9 million class II-B-2 downgraded to 'C/DR6' from
     'BBB+';

  -- $1.8 million class II-B-3 downgraded to 'C/DR6' from
     'BBB';

  -- $1.6 million class II-B-4 downgraded to 'C/DR6' from
     'BB-'.

Deal Summary

  -- Originators: Various;
  -- 60+ day Delinquency: 10.89%;
  -- Realized Losses to date (% of Original Balance): 6.78%;
  -- Expected Remaining Losses (% of Current Balance): 47.43%;
  -- Cumulative Expected Losses (% of Original Balance):
     37.75%.

Terwin 2006-8 Group 2

  -- $40.4 million class II-A1 affirmed at 'AAA' (BL: 70.53,
     LCR: 1.46)

  -- $16.9 million class II-A2 downgraded to 'BBB-' from 'AAA'
     (BL: 57.69, LCR: 1.18);

  -- $21.3 million class II-M-1 downgraded to 'CC/DR4' from
     'AA';

  -- $2.7 million class II-M-2 downgraded to 'C/DR6' from
     'AA-';

  -- $5.9 million class II-M-3 downgraded to 'C/DR6' from 'A';

  -- $2.4 million class II-B-1 downgraded to 'C/DR6' from 'A-';

  -- $2.4 million class II-B-2 downgraded to 'C/DR6' from
     'BBB+';

  -- $2.2 million class II-B-3 downgraded to 'C/DR6' from
     'BBB';

  -- $2.8 million class II-B-4 downgraded to 'C/DR6' from
     'BB-';

  -- $1.6 million class II-B-5 downgraded to 'C/DR6' from 'B+'.

Deal Summary

  -- Originators: Various;
  -- 60+ day Delinquency: 10.32%;
  -- Realized Losses to date (% of Original Balance): 6.56%;
  -- Expected Remaining Losses (% of Current Balance): 48.18%;
  -- Cumulative Expected Losses (% of Original Balance):
     43.32%.

Terwin 2006-HF1

  -- $22.7 million class A-1a, A-1b affirmed at 'AAA' (BL:
     79.07, LCR: 2.75)

  -- $11.9 million class M-1 affirmed at 'AA+' (BL: 57.97, LCR:
     2.02)

  -- $2.7 million class M-2 affirmed at 'AA' (BL: 53.07, LCR:
     1.85)

  -- $5 million class M-3 downgraded to 'A' from 'A+' (BL:
     44.16, LCR: 1.54)

  -- $2 million class B-1 downgraded to 'A-' from 'A' (BL:
     40.49, LCR: 1.41)

  -- $2.2 million class B-2 downgraded to 'BBB' from 'A-' (BL:
     36.55, LCR: 1.27)

  -- $2.1 million class B-3 downgraded to 'BBB-' from 'BBB+'
     (BL: 32.70, LCR: 1.14)

  -- $2.1 million class B-4 downgraded to 'BB' from 'BBB' (BL:
     28.92, LCR: 1.01)

  -- $4.5 million class B-5 downgraded to 'C/DR6' from 'CCC';

  -- $0.7 million class B-6 remains at 'C/DR6'.

Deal Summary

  -- Originators: Various;
  -- 60+ day Delinquency: 7.07%;  
  -- Realized Losses to date (% of Original Balance): 5.50%;
  -- Expected Remaining Losses (% of Current Balance): 28.74%;
  -- Cumulative Expected Losses (% of Original Balance):
     21.31%.

In addition, all of the above classes except for class B-6 of
series 2006-HF1 are removed from Rating Watch Negative.

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.


THORNBURG MORTGAGE: Reclassifies 23 Mil. Shares as Pref. Stock
--------------------------------------------------------------
Thornburg Mortgage Inc. filed with the State Department of
Assessments and Taxation of the State of Maryland Articles
Supplementary to its Articles of Incorporation on Sept. 4, 2007.  

The Articles Supplementary reclassified and designated 23,000,000
authorized but unissued shares of the company's common stock, par
value $0.01 per share, as 10% Series F Cumulative Convertible
Redeemable Preferred Stock, par value $0.01 per share.

The reclassification increased the number of shares of the Series
F Preferred Stock from no shares immediately prior to the
reclassification to 23,000,000 shares after the reclassification,
and it decreased the number of shares classified as Common Stock
from 481,585,500 shares prior to the reclassification to
458,585,500 shares immediately after the reclassification.  

The 23,000,000 shares of Series F Preferred Stock have the
preferences and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and
conditions of redemption as set forth in the Articles
Supplementary.

Headquartered in Santa Fe, New Mexico, Thornburg Mortgage Inc.
(NYSE: TMA) -- http://www.thornburgmortgage.com/-- is a single-
family prime residential mortgage lender focused on the jumbo
segment of the adjustable rate mortgage market.  It originates,
acquires, and retains investments in adjustable and variable rate
mortgage assets.  Its ARM assets comprise of purchased ARM assets
and ARM loans, including traditional ARM assets and hybrid ARM
assets.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 22, 2007,
Fitch Ratings downgraded Thornburg Mortgage Inc.'s ratings and
placed them on Negative Watch.  The affected ratings include the
company's Issuer Default Rating which was lowered to 'CCC' from
'BB' and Preferred Stock rating which was cut to 'CC' from 'B+'.

As reported in the Troubled Company Reporter on Aug. 16, 2007,
Moody's Investors Service downgraded from Ba3 to B2 and from B2 to
Caa1 the senior unsecured debt and preferred stock ratings,
respectively, of Thornburg Mortgage Inc.  The ratings remain under
review for possible downgrade.


TXU CORP: Shareholders Approve Merger Pact with Texas Energy
------------------------------------------------------------
TXU Corp.'s shareholders have approved the merger agreement with
Texas Energy Future Holdings Limited Partnership.  TEF was formed
by a group of investors led by Kohlberg Kravis Roberts & Co. and
Texas Pacific Group to facilitate the merger.

More than 340 million shares, or over 74% of the 461 million total
outstanding shares of TXU Corp. common stock, were voted in favor
of the adoption of the merger agreement.  Approval required a vote
of two-thirds of the outstanding shares.  Of the shares voted,
over 95 percent voted in favor of the merger.

Under the terms of the merger agreement, upon close of the merger,
TXU shareholders will be entitled to $69.25 in cash for each share
of TXU common stock held.  The merger, which requires approval by
the Nuclear Regulatory Commission and completion of other
customary closing conditions, is expected to close in the fourth
quarter of 2007.

"We are pleased that the shareholders have demonstrated with their
votes that they agree with the board's recommendation that the
merger is in their best interests," TXU Corp. chairman and CEO C.
John Wilder said.  "We will remain diligent in our efforts to
obtain the additional regulatory approval and to close the
transaction as soon as possible."

Additionally, at the Annual Meeting, it was announced that TXU
shareholders elected these directors: Leldon E. Echols, Kerney
Laday, Jack E. Little, Gerardo I. Lopez, J.E. Oesterreicher,
Michael W. Ranger, Leonard H. Roberts, Glenn F. Tilton, and C.
John Wilder.

Shareholders also approved the selection of Deloitte & Touche LLP
as TXU Corp.'s independent auditor for the year 2007 and rejected
two shareholder proposals -- one related to TXU Corp.'s adoption
of quantitative goals for emissions at its existing and proposed
generating plants, and another requesting a report on TXU's
political contributions and expenditures.

                        About TXU Corp.

Headquartered in Dallas, Texas, TXU Corp. (NYSE: TXU) --
http://www.txucorp.com/-- is an energy holding company that    
manages a portfolio of competitive and regulated energy
subsidiaries, primarily in Texas , including TXU Energy, Luminant,
and Oncor.  TXU Energy provides electricity and related services
to 2.1 million electricity customers in Texas .  Luminant has over
18,300 MW of generation in Texas , including 2,300 MW of nuclear
and 5,800 MW of coal-fueled generation capacity.  Oncor operates a
distribution and transmission system in Texas , providing power to
three million electric delivery points over more than 101,000
miles of distribution and 14,000 miles of transmission lines.

                         *     *     *

As reported in the Troubled Company Reporter on March 29, 2007,
the proposed acquisition of TXU Corp. by a consortium of private
equity investors will likely lead to a period of aggressive
financing that could make TXU a deeply speculative-grade rated
company, Moody's Investors Service said in a report exploring the
proposed transaction's credit implications.  Currently, only TXU's
senior unsecured debt, at Ba1, is rated non-investment grade.


UNITED AGRI: $150 Million Loan Add-On Cues Moody's Ba3 Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 corporate family
ratings of United Agri Products Inc. following the company's
announcement of a $150 million term loan add-on.  The add-on
proceeds will be used to reduce revolver debt and provide a cash
cushion for future operations.  Given the robust agricultural
markets and the likelihood that UAP will use debt for modest
strategic acquisitions, which over time will enhance cash flows,
we do not view the transaction as a negative credit event.  The
rating outlook remains stable.

Ratings affirmed:

-- United Agri Products Inc. Ba3

-- PDR: Ba3

-- $675mm Gtd Sr Sec Revolving Credit Facility due 2011, Ba1,
    LGD2, 17%

-- $325 mm Gtd Sr Sec Term Loan due 2012, Ba3 , LGD3, 45%

UAP's Ba3 corporate family rating is constrained by thin EBITDA
margins (consistently in the 7% range, as calculated including
Moody's standard adjustments), and volatile quarterly cash flows
from operations due to seasonality and variations in supplier
rebates and vendor prepayments.  Supplier rebates, a long lived
industry convention, constitute a large portion of EBITDA and
operating cash flows.  

The ratings are supported by an expected protracted upcycle for
farm income that will likely benefit the company's position as the
leading supplier of agricultural inputs, modest capital
expenditure requirements and higher-margin private label products.  
Working capital management is a core competency for chemical
distributors and UAP has experienced successive quarters of
deteriorating performance after demonstrating four years of
improvement from FY 2003 through FY 2006.

The agricultural market has undergone product mix changes as
farmers take advantage of ethanol demand by devoting additional
acreage to corn at the expense of other crops, such as cotton,
that require more agricultural chemicals.  Management must address
these developments and successfully integrate newly acquired
businesses in order to reverse the trend of deteriorating working
capital performance.

The stable outlook reflects Moody's expectation that the company
will be able to restore working capital discipline before pursuing
material acquisitions and that an elevated farm economy will
enable the company to generate elevated levels of free cash flow
over the next two years.  The ratings could come under pressure if
UAP is unable to achieve these goals or if Debt/EBITDA approached
4x.  Upside to the ratings is limited at the current time due to
the aforementioned concerns, but Moody's could reassess the
ratings if RCF/Debt exceeds 16% and Debt/EBITDA approaches 3x on a
sustainable basis.

UAP serves over 100,000 customers in major crop producing areas of
North America and is the largest independent distributor of
agricultural inputs in the U.S. and Canada.  LTM revenues for the
period ending May 31, 2007 were $3.1 billion.


UNIVERSAL MAP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Universal Map Enterprises, Inc.
        c/o Gary H. Cunningham, Esq.
        Giarmarco, Mullins & Horton, P.C.
        101 West Big Beaver Road
        10th Floor Columbia Center
        Troy, MI 48084
        Tel: (248) 457-7000

Bankruptcy Case No.: 07-06547

Type of Business: The Debtor is a publisher and distributor of
                  maps.  The Debtor offers a variety of
                  specialized product lines, including custom
                  wall maps, road atlases and demographic
                  mapping solutions.
                  See http://www.universalmap.com/

Chapter 11 Petition Date: September 7, 2007

Court: Western District of Michigan (Grand Rapids)

Judge: Jo Ann C. Stevenson

Debtor's Counsel: Gary H. Cunningham, Esq.
                  Giarmarco, Mullins & Horton, P.C.
                  101 West Big Beaver Road
                  10th Floor Columbia Center
                  Troy, MI 48084-5280
                  Tel: (248) 457-7000
                  Fax: (248) 457-7001

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Progressive                                 $451,780
Communications Int.
1001 Sand Pond Road
Lake Mary, FL 32746

Seeger Map Company, Inc.                    $337,556
401 Main Street
Racine, WI 53403

Transcontinental Printing                   $251,591
Attn: Michel Boivin
395 LeBeau
Saint-Laurent, Canada H4N1S2

RMSI Private Ltd.                           $173,561

Delorme Mapping Co.                          $76,991

American Express                             $67,031

The SBAM Plan                                $65,550

Foster Swift Collins & Smith                 $65,368

La Berge Printers Inc.                       $61,150

GDT/Teleatlas                                $44,995

Custom Cartographics                         $43,407

National Assembling                          $43,295

Langham                                      $32,208

VKS Inc.                                     $30,295

Crocker, Crocker & Whelan                    $30,295

United Parcel Service                        $25,703

De Lage Landen                               $25,000

MAPSCO Inc.                                  $24,340

Commercial Survey Co.                        $23,818

DMB Graphic Arts, Inc.                       $21,935


WHX CORP: June 30 Balance Sheet Upside-Down by $67.1 Million
------------------------------------------------------------
WHX Corp. reported total assets of $472.2 million and total
liabilities of $539.3 million at June 30, 2007, resulting in a
$67.1 million total stockholders' deficit.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $221.1 million in total current
assets available to pay $346.1 million in total current
liabilities.

The company reported net income of $4.0 million in the three
months ended June 30, 2007, a reversal of the $1.7 million net
loss reported in the same period last year, mainly due to
increased revenues and a gain of $5.7 million from an insurance
settlement on the Sumco fire claim, partly offset by higher
selling, general and administrative expenses, and increased
interest expenses.

Net sales for the second quarter of 2007 increased by
$51.6 million, or 41.2%, to $176.9 million, as compared to
$125.2 million in the second quarter of 2006.  The acquisition of
Bairnco contributed $43.1 million in net sales for the second
quarter of 2007.  Net sales were flat at the Precious Metal
Segment, declined by $1.4 million at the Tubing Segment and
increased by $9.9 million at the Engineered Materials Segment.  

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?232c

                            Liquidity

As of June 30, 2007, the majority of the company's debt has been  
classified as short-term since its maturity date is
within twelve months (June 30, 2008).  WHX has no bank credit
facility of its own.  WHX's ongoing operating cash flow   
requirements  consist of funding the minimum requirements of the
WHX Pension Plan and paying other administrative costs.

Hardy & Harman's availability under its revolving credit facility
and other facilities as of June 30, 2007, was approximately
$10.1 million.  Bairnco became a wholly-owned subsidiary of WHX in
April 2007.  Initial financing to fund the tender offer was
provided by Steel through two credit facilities, in the
approximate aggregate amount of $101.5  million.  The availability  
under the Bairnco Revolving Credit Facility on June 30, 2007, was
approximately $5.9 million.  The Bairnco Revolving Credit
Facility, as well as a portion of the initial financing, were
refinanced on July 18, 2007.

                         About WHX Corp.

Headquartered in Rye, New York, WHX Corporation (Pink Sheets:
WXCP.PK) -- http://www.whxcorp.com/-- is a holding company that  
invests in and manages a group of businesses.  WHX's primary
business are: Handy & Harman, a diversified manufacturing company
and the "parent" of a family of materials engineering and specialy
manufacturing companies and Bairnco, a diversified multinational
company that operates unders the names Arlon (Graphic films and
flexible substrates, Engineered Coated Products, Materials for
Electronics, Silicone Technologies) and Kasco (replacement
products and services).  The company filed for chapter 11
protection on March 7, 2005 (Bankr. S.D.N.Y. Case No. 05-11444).  
WHX Corp. emerged from bankruptcy on July 29, 2005.


WICKES INC: File Amended Joint Chapter 11 Plan of Reorganization
----------------------------------------------------------------
Wickes Inc. together with the Official Committee of Unsecured
Creditors filed with the United States Bankruptcy Court for the
Northern District of Illinois an Amended Joint Chapter 11 Plan and
Disclosure Statement explaining that plan.

                      Overview of the Plan

The Plan provides for the liquidation of the Debtor's remaining
assets, including, the prosecution of causes of action and
distribution of the net proceeds to creditors according to
priority under the Bankruptcy Code.

On the effective date, the Plan contemplates that the property of
the Debtor will vest in the liquidating trust, and the liquidating
trustee will administer and liquidate the Debtor's remaining
assets, and prosecute and settle litigation claims.

The Debtor and Committee tell the Court that substantially all of
the Debtor's operating assets have been sold.

                      Treatment of Claims

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

Holders of Secured Claims, totaling $2,100,000, will expect to
recover 100% of their allowed claims.  After the effective date,
each holder will receive, either:

   a. cash equal to the unpaid portion of the allowed claim;
  
   b. other treatment, which the Debtor and liquidating trustee
      have agreed upon writing; or

   c. the return of the holder's collateral.

Other Priority Claims, totaling $10,376, will be paid in full and
will expect to recover 100% of their claims.

Holders of Convenience Claims, totaling $2,415,456 including
amounts owed to holders who have reduced their claims to $5,000,
will expect to recover 15% of their claims.

General Unsecured Claims, totaling between $37,000,000 and
$46,500,000, will expect to recover 10%, plus additional net
recoveries from litigation claims.

Holders of Equity Interests and Tort Claims will not receive any
distribution under the Plan.

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

   http://www.researcharchives.com/bin/download?id=070910045806

Headquartered in Vernon Hills, Illinois, Wickes Inc. --
http://www.wickes.com/-- is a retailer and manufacturer of
building materials, catering to residential and commercial
building professionals, repairs and remodeling contractors and
project do-it-yourself consumers.  Wickes, Inc., and GLC Division,
Inc., filed for chapter 11 protection on January 20, 2004 (Bankr.
N.D. Ill. Case No. 04-02221).  The Court dismissed GLC's case on
Feb. 17, 2005.  Richard M. Bendix Jr., Esq., at Schwartz, Cooper,
Greenberger & Krauss and Steven J. Christenholz, Esq., David N.
Missner, Esq., and Deborah M. Gutfeld, Esq., at DLA Piper Rudnick
Gray Cary US LLP represent the Debtors in their restructuring
efforts.  Sonnenschein Nath & Rosenthal LLP serves as counsel for
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, it listed $155,453,000
in total assets and $168,199,000 in total debts.


XENONICS HOLDINGS: Posts $2.0 Mil. Net Loss in Qtr. Ended June 30
-----------------------------------------------------------------
Xenonics Holdings Inc. reported a net loss of $2.0 million in the
third quarter ended June 30, 2007, an increase from the $633,000
net loss reported in the same period last year, mainly due to
higher selling, general and administrative expenses.

For the three months ended June 30, 2007, revenue increased 20% to
$1.0 million, including SuperVision revenue of $593,000 and
revenue from sales of its NightHunter high-intensity illumination
products of $430,000.  For the three months ended June 30, 2006,
revenue was $855,000.

Chief xecutive officer Chuck Hunter said, "We are making steady
progress in the implementation of our business plan for both our
SuperVision and NightHunter product families."  Hunter continued,
"We have achieved our initial target for SuperVision production
capacity of up to 2,000 units per month, and are now focused on
expanding and refining our marketing efforts and recruiting
additional sales personnel to take full advantage of the
commercial potential of our unique low-light vision system in
recreational, public safety and other large markets.  We recently
announced that the Army & Air Force Exchange Service (AAFES),
which operates 'BX/PX' stores on U.S. military bases throughout
the world, soon will begin carrying SuperVision in selected AAFES
locations.  AAFES joins Bass Pro Shops, Cabela's and other leading
national accounts in our growing distribution network.  We are
pleased by our customers’ enthusiastic response to SuperVision,
and are confident that our product will gain traction in the
marketplace in the months ahead."

"We also have recently introduced two new products in our
NightHunter family of high-intensity illumination systems which
address large market opportunities.  Following two years of
development, we recently shipped our new weapons-mounted
illumination system, NightHunter3, to the U.S. Army for evaluation
under the Crew Served Weapons program.  With an initial program
size of up to 70,000 systems, and procurement scheduled to begin
in fiscal 2008, this program offers significant growth potential.
In addition, the Army is now evaluating our tactical device
designed for the Family of Flashlights (FoF) procurement program,
and we are optimistic that the FoF program can become an
additional growth opportunity for Xenonics," Hunter said.  He
added that Xenonics continues to anticipate significant orders
from the Department of Defense for its NightHunter and
NightHunterII illumination devices.

At June 30, 2007, the company's consolidated balance sheet showed
$5.7 million in total assets, $1.7 million in total liabilities,
and $4.0 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?232d

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 8, 2007,
Eisner LLP, in New York, raised substantial doubt about Xenonics
Holdings Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Sept. 30, 2006.  The auditor pointed to the
company's recurring losses and accumulated deficit.

                     About Xenonics Holdings

Headquartered in Carlsbad, Calif., Xenonics Holdings Inc. (AMEX:
XNN) -- http://www.xenonics.com/-- develops and produces  
advanced, lightweight and compact ultra-high intensity
illumination and low-light vision products for military,
law enforcement, public safety, and commercial and private sector
applications.  Xenonics' NightHunter line of illumination products
are used by every branch of the U.S. Armed Forces as well as law
enforcement and security agencies.  Its SuperVision night vision
device is designed for commercial and military applications.


* Moody's Takes Rating Actions on Certificates Backed by Fremont
----------------------------------------------------------------
Moody's Investors Service placed under review for possible upgrade
22, and for possible downgrade 18 certificates issued in 2004 and
backed by Fremont originated subprime loans.  The actions are
based on the analysis of the credit enhancement provided by
subordination, overcollateralization and excess spread relative to
the expected loss.
The complete rating actions are:

Review for Possible Upgrade:

Issuer:

ACE Securities Corp. Home Equity Loan Trust

-- Series 2004-FM2, Class 2004FM2-M1, current rating Aa2,
    under review for possible upgrade;

Bear Stearns Asset Backed Securities I Trust 2004-FR3

-- Class M-1, current rating Aa2, under review for possible
    upgrade;

Credit Suisse First Boston Mortgage Securities Corp. Series
2004-FRE1

-- Class B-2, current rating Baa2, under review for possible
    upgrade;

Credit Suisse First Boston Mortgage Securities Corp. Series 2004-
FRE1

-- Class B-3, current rating Baa3, under review for possible
    upgrade;

Fremont Home Loan Trust 2004-1

-- Class M-1, current rating Aa1, under review for possible
    upgrade;

Fremont Home Loan Trust 2004-1

-- Class M-2, current rating Aa2, under review for possible
    upgrade;

Fremont Home Loan Trust 2004-1

-- Class M-3, current rating Aa3, under review for possible
    upgrade;

Fremont Home Loan Trust 2004-1

-- Class M-4, current rating A1, under review for possible
    upgrade;

Fremont Home Loan Trust 2004-1

-- Class M-5, current rating A2, under review for possible
    upgrades;

Fremont Home Loan Trust 2004-2

-- Class M-1, current rating Aa1, under review for possible
    upgrade;

Fremont Home Loan Trust 2004-2

-- Class M-2, current rating Aa2, under review for possible
    upgrade;

Fremont Home Loan Trust 2004-2

-- Class M-3, current rating Aa3, under review for possible
    upgrade;

Fremont Home Loan Trust 2004-2

-- Class M-4, current rating A1, under review for possible
    upgrade;

Fremont Home Loan Trust 2004-B

-- Class M-1, current rating Aa1, under review for possible
    upgrade;

Fremont Home Loan Trust 2004-B

-- Class M-2, current rating Aa2, under review for possible
    upgrade;

Fremont Home Loan Trust 2004-C

-- Class M-1, current rating Aa2, under review for possible
    upgrade;

Fremont Home Loan Trust 2004-C

-- Class M-2, current rating Aa3, under review for possible
    upgrade;

GSAMP Trust 2004-FM1

-- Class M-1, current rating Aa2, under review for possible
    upgrade;

GSAMP Trust 2004-FM1

-- Class M-2, current rating A2, under review for possible
    upgrade;

GSAMP Trust 2004-FM2

-- Class M-1, current rating Aa2, under review for possible
    upgrade;

Merrill Lynch Mortgage Investors Trust

-- Series 2004-FM1, Class 2004-FM1-M2, current rating A2,
    under review for possible upgrade;

Merrill Lynch Mortgage Investors Trust

-- Series 2004-FM1, Class 2004-FM1-M3, current rating A3,
    under review for possible upgrade.

Review for Possible Downgrade:

Issuer:

ACE Securities Corp. Home Equity Loan Trust

-- Series 2004-FM1, Class 2004-FM1-M5, current rating Baa2,
    under review for possible downgrade;

ACE Securities Corp. Home Equity Loan Trust

-- Series 2004-FM1, Class 2004-FM1-M6, current rating Baa3,
    under review for possible downgrade;

ACE Securities Corp. Home Equity Loan Trust

-- Series 2004-FM1, Class 2004-FM1-B1A, current rating Ba2,
    under review for possible downgrade;

ACE Securities Corp. Home Equity Loan Trust

-- Series 2004-FM1, Class 2004-FM1-B1B, current rating Ba2,
    under review for possible downgrade;

ACE Securities Corp. Home Equity Loan Trust

-- Series 2004-FM2, Class 2004FM2-B, current rating Ba2, under
    review for possible downgrade;

Bear Stearns Asset Backed Securities I Trust 2004-FR1

-- Class M-7, current rating Baa3, under review for possible
    downgrade;

Bear Stearns Asset Backed Securities I Trust 2004-FR1

-- Class M-8A, current rating Ba2, under review for possible
    downgrade;

Bear Stearns Asset Backed Securities I Trust 2004-FR1

-- Class M-8B, current rating Ba2, under review for possible
    downgrade;

Fremont Home Loan Trust 2004-4

-- Class M-7, current rating Baa1, under review for possible
    downgrade;

Fremont Home Loan Trust 2004-4

-- Class M-8, current rating Baa2, under review for possible
    downgrade;

Fremont Home Loan Trust 2004-4

-- Class M-9, current rating Baa3, under review for possible
    downgrade;

Fremont Home Loan Trust 2004-4

-- Class M-10, current rating Ba1, under review for possible
    downgrade;

Fremont Home Loan Trust 2004-4

-- Class B, current rating Ba2, under review for possible
    downgrade;

Fremont Home Loan Trust 2004-B

-- Class M-9, current rating Baa3, under review for possible
    downgrade;

Fremont Home Loan Trust 2004-D

-- Class M-10, current rating Ba2, under review for possible
    downgrade;

MASTR Asset Backed Securities Trust 2004-FRE1

-- Class M-8, current rating Baa2, under review for possible
    downgrade;

MASTR Asset Backed Securities Trust 2004-FRE1

-- Class M-9, current rating Baa3, under review for possible
    downgrade;

MASTR Asset Backed Securities Trust 2004-FRE1

-- Class M-10, current rating Ba1, under review for possible
    downgrade.


* Sheldon Bradshaw Joins Hunton & Williams as Partner
-----------------------------------------------------
Sheldon Bradshaw, chief counsel of the United States Food & Drug
Administration, will join Hunton & Williams LLP as partner and co-
chair of the firm's Food and Drug Practice.  

Mr. Bradshaw publicly disclosed his resignation from his current
position with the FDA and will join Hunton & Williams' Washington
office in October.

"We have been looking to expand our Food and Drug Practice and
Sheldon is an exceptional addition to our existing team," said
Wally Martinez, managing partner of Hunton & Williams.  "He brings
a wealth of experience from both the FDA and the Department of
Justice which will be invaluable to our clients not only served by
the Food and Drug Practice, but many of our other practices, as
well."

Mr. Bradshaw served as chief counsel of the FDA since 2005, where
he was responsible for providing legal advice to senior leadership
at the FDA and the Department of Health and Human Services; and
for managing the work of more than 100 lawyers and staff.  

During his tenure, he oversaw controversial regulatory issues
dealing with drugs, biologics, medical devices, food, and other
products.  He also reviewed and approved every regulation,
guidance and warning letter issued by FDA; oversaw all FDA-related
litigation; and negotiated and drafted landmark legislation
expected to be enacted this year.

"Sheldon's experience as chief counsel at FDA and his
understanding of how the agency makes decisions will bring
immediate benefits to the firm's existing clients," said Gary
Messplay, chair of Hunton & Williams' Food and Drug Practice and
will co-chair the practice group with Bradshaw upon his arrival.

Hunton & Williams' Food and Drug Practice, based in Washington,
provides legal and regulatory assistance to both emerging
companies and multinational corporations.  It is a full-service
food and drug practice covering all product categories, and
involves regulatory and compliance counseling, government
relations issues, transactions, and litigation and enforcement.
The group assists clients in obtaining FDA approval of new
products and developing regulatory approval strategies, clinical
trial development and design, product labeling, and manufacturing
issues.

"Hunton & Williams' Food and Drug Practice is extremely well-
respected in the biologics, pharma and related industry circles in
the United States and internationally," Mr. Bradshaw said.  "This
is a vibrant, stand-out practice in a very specialized area of law
that presented a natural fit for my experience and future
professional growth.  I look forward to returning to private
practice and helping to advance Hunton & Williams' Food and Drug
Practice at a time when this area of law is growing exponentially
in response to the rapid pace of related industry growth and
development worldwide."

Mr. Bradshaw began his legal career as a law clerk for chief judge
Karen J. Williams of the United States Court of Appeals for the
Fourth Circuit, and he worked as an associate with Howrey Simon
Arnold & White LLP from 1999-2001.

He left private practice in 2001 when he was appointed deputy
assistant attorney general for the office of legal counsel at the
U.S. Department of Justice.  There he provided legal advice to the
White House, the attorney general, and federal agencies on a
variety of constitutional, statutory, and regulatory matters.

In addition, prior to joining the FDA in 2005, Mr. Bradshaw served
as the principal deputy assistant attorney general for the civil
rights division at the Department of Justice.

Mr. Bradshaw received his law degree with honors from The George
Washington University School of Law in 1996, and his bachelor's
degree from Brigham Young University in 1991.

                     About Hunton & Williams

Headquartered in Richmond, Virginia, Hunton & Williams LLP --
http://www.hunton.com/-- provides legal services to corporations,  
financial institutions, governments and individuals, well as to an
array of other entities.  Since establishment more than a century
ago, Hunton & Williams has grown to more than 975 attorneys
serving clients in 100 countries from 19 offices around the world.  
While the firm's practice has a strong industry focus on energy,
financial services and life sciences, the depth and breadth of our
experience extends to more than 60 separate practice areas,
including bankruptcy and creditors rights, commercial litigation,
corporate transactions and securities law, intellectual property,
international and government relations, regulatory law, products
liability, and privacy and information management.


* Proskauer Rose Expands Private Equity Practice in London
----------------------------------------------------------
Proskauer Rose LLP will continue its expansion with the opening of
a new office in London.  The firm's tenth location, after the
opening earlier this summer of an office in Sao Paulo, Brazil, it
will mark the acceleration of Proskauer's expansion strategy in
the financial markets of the world and the continued growth of its
private equity practice.

Matthew Hudson, who joins Proskauer from Melveny & Myers, where he
served as chair of its European Corporate and Private Equity
practices, will head the firm's London practice.

According to Allen I. Fagin, chairman of Proskauer, the firm's
entry into London will be the natural next step in the evolution
of its transactional practice.

"We have successfully developed into a major player in the private
equity and alternative investments arena with our representation
of hundreds of the most active and sophisticated private equity
funds, hedge funds and other providers of public and private
capital, debt and equity," Mr. Fagin said.  "We are excited to
bring these core strengths to London. Matthew is the perfect
choice to spearhead this effort and the continued growth of our
practice in Europe.  He is a top-notch lawyer in an area that is
strategically important to our firm, and he is a proven leader and
an experienced manager."

The statement that Proskauer will open an office in London follows
the firm's statement that noted private equity fund formation,
transaction and taxation lawyers Daniel Schmidt and Olivier Dumas
joined its Paris office as partners, adding to its robust practice
representing many of the top corporations in Europe.

"Joining Proskauer presents a one-of-a-kind opportunity," said Mr.
Hudson.  "With a particular focus on private equity, debt, hedge
and other alternative asset classes and access to the global nexus
between our U.K., French and U.S.-based private equity practices,
we will be able to provide a unique and unparalleled level of
service to the world's investment fund community."

Mr. Fagin echoed the sentiment and said the firm has no intention
of slowing down.

"Adding London to our network will be an important move for us
that naturally complements and enhances our continuing growth in
Paris, our entry into South America, and our position as one of
the world's leading private equity and corporate transactional
firms," he said.  "We are extremely excited about the opportunity
Matthew's addition presents and look forward to rapidly
capitalizing on his success."

Mr. Hudson brings diverse experience from both the legal and
business sides of the private equity and investment banking
industries.  As a lawyer, he has represented sellers, buyers and
advisers on all aspects of private and public mergers and
acquisitions, IPOs, and capital markets matters.

He has also advised private equity clients on carried interest
structures, LBOs, venture capital and fund formation, and has
represented management teams and portfolio companies throughout
their financing, exit, and M&A activities.  On the business side,
he spent six years in the private equity industry at CSFB and
Coller Capital in addition to founding and acting as CEO of a
venture capital group and helping found a boutique investment
bank.

Proskauer's plans to open a London office and the expansion of the
firm's private equity capabilities in Paris are the latest
developments in its expanding representation of the private equity
community, a cornerstone of the firm's strategy.

It began with Proskauer's deep, long-term relationships with the
major investment banks and financial players on Wall Street and
grew as private equity became an increasingly important driver of
the economy.  It continued with the addition of the private equity
practice of Testa, Hurwitz & Thibeault LLP, a group led by
recognized partners Robin Painter and David Tegeler.

And it has included a firm-wide, interdisciplinary commitment to
serving the private investment funds community that encompasses
key practices including labor and employment, executive
compensation, taxation, trusts and estates, intellectual property,
real estate, media, entertainment, technology, and litigation,
among others.

                      About Proskauer Rose

Headquartered in New York City, Proskauer Rose LLP --
http://www.proskauer.com/-- is a law firms that provides 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.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                               Total
                               Shareholders    Total     Working
                               Equity          Assets    Capital     
  Company              Ticker  ($MM)           ($MM)      ($MM)
  -------              ------  ------------    ------    -------
Absolute Softwre        ABT          (1)          63       22
AFC Enterprises         AFCE        (31)         158        3
Alaska Comm Sys         ALSK        (23)         562       19
Apex Silver Mine        SIL        (131)       1,385      146
Authentic Inc           AUTH         (4)          22        0
Bare Escentuals         BARE       (162)         196       68
Bearingpoint Inc        BE         (177)       1,939       166
Blount International    BLT         (89)         471       141
CableVision System      CVC      (5,064)      10,072        17
Carrols Restaurant      TAST        (18)         459      (36)
Cell Therapeutic        CTIC        (85)          90       21
Centennial Comm         CYCL     (1,078)       1,322       20
Cheniere Energy         CQP        (181)       1,935      145
Choice Hotels           CHH         (72)         332      (33)
Cincinnati Bell         CBB        (744)       1,953       (2)
Claymont Stell          PLTE        (41)         152       72
Compass Minerals        CMP         (49)         674      139
Corel Corp.             CRE         (16)         261      (31)
Crown Holdings          CCK         (90)       6,793      428
Crown Media HL          CRWN       (588)         749       63
CV Therapeutics         CVTX       (129)         308      266
Cyberonics              CYBX        (16)         137      (28)
Deluxe Corp             DLX           0        1,410     (164)
Demantec Inc            DMAN        (10)          60       (7)
Denny's Corporation     DENN       (207)         439      (54)
Domino's Pizza          DPZ      (1,434)         474       87
Dun & Bradstreet        DNB        (425)       1,418     (268)
Einstein Noah Re        BAGL        (46)         136       (3)
Emeritus Corp.          ESC        (111)         950      (62)
Enzon Pharmaceutical    ENZN        (57)         355      166
Extendicare Real        EXE-U       (16)       1,331      146
Foamex Intl             FMXI       (257)         566      146
Ford Motor Co           F        (1,422)     287,939   (4,704)
Gencorp Inc.            GY          (50)       1,033       52
General Motors          GM       (2,290)     186,527   (4,638)
Graftech International  GTI          (4)         788      260
Healthsouth Corp.       HLS      (1,292)       2,402     (463)
I2 Technologies         ITWO         (6)         195       39
IDEARC Inc              IAR      (8,575)       1,576      326
IMAX Corp               IMX         (52)         227       21
IMAX Corp               IMAX        (52)         227       21
Incyte Corp.            INCY       (120)         309      250
Indevus Pharma          IDEV        (75)         156       14
ITC Deltacom Inc        ITCD        (49)         409        9
Koppers Holdings        KOP         (44)         699      196
Linear Tech Corp        LLTC       (708)       1,219      681
McMoran Exploration     MMR         (50)         446       (1)
Mediacom Comm           MCCC       (120)       3,624     (278)
National Cinemed        NCMI       (559)         446       40
Neurochem Inc           NRM          (1)         116       79
New River Pharma        NRPH       (110)         152      (19)
Nexstar Broadcasting    NXST        (81)         704      (20)
ON Semiconductor        ONNN       (118)       1,428      322
Primedia Inc            PRM        (426)       1,233      770
Protection One          PONN         (4)         678     (302)
Qwest Communication     Q        (1,556)      20,389   (1,263)
Radnet Inc.             RDNT        (49)         393       38
Ram Energy Resources    RAME         (1)         203       (8)
Regal Entertainment     RGC         (96)        2677      (89)
Resverlogix Corp        RVX          (2)          17       11
Riviera Holdings        RIV         (24)         443       28
RSC Holdings Inc        RRR        (129)       3,430     (202)
Rural Cellular          RCCC       (601)       1,260       14
Sealy Corp.             ZZ         (145)       1,017       49
Sipex Corp              SIPX        (18)          44        2
St. John Knits Inc.     SJKI        (52)         213       80
Station Casinos         STN        (167)       3,745      (62)
Stelco Inc              STE        (108)       2,734      726
Town Sports Int.        CLUB        (12)         459      (52)
Unisys Corp.            UIS          (2)       3,832       40
VMWare Inc-CL A         VMW        (183)       1,244        3
Weight Watchers         WTW        (991)       1,046      (85)
Western Union           WU          (86)       5,328      945
Westmoreland Coal       WLB        (115)         764      (51)
Worldspace Inc.         WRSP     (1,683)         424      (20)
WR Grace & Co.          GRA        (390)       3,706      922
XM Satellite            XMSR       (597)       1,813     (153)

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, Sheena R. Jusay, and
Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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