TCR_Public/070913.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Thursday, September 13, 2007, Vol. 11, No. 217

                             Headlines

ACCESS PHARMA: June 30 Balance Sheet Upside-Down by $15.5 Million
ADVENTURE PARKS: Final Hearing on $3MM Add'l. Loan Set Tomorrow
ADVENTURE PARKS: Falcon and Other Lenders Oppose Additional Loan
AVADO BRANDS: Organization Meeting Scheduled on September 17
AVADO BRANDS: Taps Klee Tuchin as General Bankruptcy Counsel

AVADO BRANDS: Court Approves Kurtzman Carson as Claims Agent
BALLY TOTAL: AGT Crunch, et al. Balk at Modified Plan
BALLY TOTAL: Files Supplement to Modified First Amended Plan
BALLY TOTAL: Asks Court to Deny Prepayment of Premium Claims
BCE INC: Plan of Arrangement Approval Hearing Set on Oct. 10

BCE INC: Needs Approval to Change Local Phone Rates, CRTC Rules
BLB MANAGEMENT: Moody's Lowers Corporate Family Rating to B2
BOSTON SCIENTIFIC: Ray Elliot Joins Board of Directors
CALPINE CORP: Court Approves PTR Pact With Rosetta Resources
CANWEST MEDIAWORKS: Merger Public Hearing Moved to November 19

CAPCO AMERICA: Fitch Affirms B- Rating on $24.9MM Certificates
CASTLE ROCK: Disclosure Statement Hearing Scheduled on October 1
CENTEX HOME: Moody's Downgrades Class B Certs. Rating to B3
CERADYNE INC: Completes $69.6 Million Acquisition of EP Boron
CERADYNE INC: Terminates Peter Hartl as ESK Ceramics President

CHANDLER HEIGHTS: Voluntary Chapter 11 Case Summary
CITIGROUP MORTGAGE: High Losses Cue Moody's to Review Ratings
CITY CAPITAL: Melissa Grimes Resigns as Director and Officer
CMS ENERGY: Earns $33 Million in Second Quarter Ended June 30
CREDIT SUISSE: Fitch Downgrades Ratings on $4.7MM Certificates

CUSTOM FOODS: Judge Walsh Confirms Joint Chapter 11 Plan
DEI SYSTEMS: Case Summary & 21 Largest Unsecured Creditors
EMERITUS CORP: Completes Acquisition of 9 Communities for $88 Mil.
EMERITUS CORP: Completes Merger Transaction with Summer Senior
ENCORE ACQUISITION: Unit Prices IPO at $21 Per Common Unit

ENVIRONMENTAL SERVICE: Posts $10.4 Mil. Net Loss in Second Quarter
FEREYDOON ABIR: Involuntary Chapter 11 Case Summary
FORAOIS FUNDING: Moody's Junks Rating on $92.4 Million Sr. Certs.
GMAC LLC: Secures $21.4 Billion Funding from Citigroup Inc.
GSAMP TRUST: Moody's Assigns Low-B Ratings to Two Class Certs.

GSV INC: Brooks Station Extends Forbearance to March 1, 2008
GXS WORLDWIDE: Moody's Lifts Proposed Second Lien Loans' Rating
HEALTHSPRING INC: Moody's Places Senior Debt Rating at Ba3
HOLOGIC INC: Moody's Places Corporate Family Rating at Ba3
INDEPENDENCE VALLEY: Case Summary & Largest Unsecured Creditor

INDYMAC RMBS: Fitch Junks Rating on Class B-4 Mortgage Loans
INTERPOOL INC: Completed Deal Prompts Fitch to Withdraw Ratings
INTERSTATE BAKERIES: Snubs Teamsters' Effort on Calif. Operations
INTERSTATE BAKERIES: Reports on Progress in BCTGM Talks
ION MEDIA: June 30 Balance Sheet Upside-Down by $1.88 Billion

IWT TESORO: Wants to Employ Rattet Pasternak as Counsel
IWT TESORO: Taps Donlin Recano as Claims & Noticing Agent
IWT TESORO: Wants Until October 21 to File Schedules & Statement
JP MORGAN: Fitch Affirms B- Rating on $4.8MM Class M Certs.
KRISPY KREME: Posts $27 Million Net Loss in 2007 Second Quarter

LB COMMERCIAL: Fitch Holds B- Rating on $17.3MM Class K Certs.
LEXINGTON CAPITAL: Poor Collateral Cues Fitch to Lower Ratings
LIBERTY MEDIA: Sets Special Meeting of Stockholders on October 23
LIBERTY MEDIA: Earns $1 Billion in Second Quarter Ended June 30
LOUIS PEARLMAN: Court Okays Sale of Orlando, New Jersey Properties

MELVIN HARTER: Voluntary Chapter 11 Case Summary
METABOLIFE INTERNATIONAL: Judge Hargrove to Confirm Plan
MORGAN STANLEY: Fitch Holds Low-B Ratings on Five Cert. Classes
MORGAN STANLEY: Fitch Holds Junk Rating on $8.6MM Class N Certs.
NORTHWEST AIRLINES: Court Rejects $4.2MM Bonuses for Attorneys

NVE INC: Settles 126 Ephedra-Related Claims for $21.2 Million
PENN NAT'L: Inks Pact With Cloverleaf on Rosecroft Purchase
PIXELPLUS CO: Posts $1.8 Million Net Loss in Quarter Ended June 30
REGENCY ENERGY: Debt Repayment Cues Moody's to Lift Ratings
RELIANT ENERGY: Fitch Puts 'B' Short-Term Issuer Default Rating

RG GLOBAL: Signs Pact on OC Energy's 24% Common Stock Sale
RUNNING COURT: Has Two More Weeks to Look for New Developer
SALOMON BROTHERS: Fitch Junks Rating on $7.3MM Class L Certs.
SANDRA FIELDING: Chapter 15 Petition Summary
SARAH & JESSE LOOT: Voluntary Chapter 11 Case Summary

SOUTHAVEN POWER: Wants Exclusive Period Extended to December 12
STEEL DYNAMICS: Amends $750 Mil. Senior Secured Credit Facility
STRUCTURED ASSET: Fitch Downgrades Ratings on $201.4MM Certs.
STRUCTURED ASSETS: Fitch Lowers Ratings on $6.7 Mil. Certificates
SUNCHASE CAPITAL: Case Summary & 20 Largest Unsecured Creditors

TSG INC: Disclosure Statement Hearing Moved to October 3
TRUESTAR BARNETT: Case Summary & 15 Largest Unsecured Creditors
UNIVERSAL FOOD: Wants Nod on Arnstein & Lehr as Counsel
UNIVERSAL FOOD: Wants Until October 12 to File Schedules
UNIVERSAL FOOD: Seeks Interim Nod to Obtain Financing from Cipher

UNIVERSAL MAP: Case Summary & 20 Largest Unsecured Creditors
US DRY: Inks $6. 1 Mil. Master Purchase Deal with Shareholders
WELLS FARGO: Fitch Cuts Rating on $32.84 Million Certificates
WHITE BIRCH: Weak Liquidity Profile Cues Moody's to Cut Ratings

* Bell Boyd's Bankruptcy Practice Expands with Eight Attorneys
* Gregory Miller & 11 Lawyers Join Drinker Biddle's Pa. Office

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

                             *********

ACCESS PHARMA: June 30 Balance Sheet Upside-Down by $15.5 Million
-----------------------------------------------------------------
Access Pharmaceuticals Inc. reported total assets of $3.6 million
and total liabilities of $19.1 million at June 30, 2007, resulting
in a $15.5 million total stockholders' deficit.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $2.6 million in total current
assets available to pay $13.6 million in total current
liabilities.

The company reported a net loss of $2.1 million in the three
months ended June 30, 2007, a decrease from the $3.3 million
reported in the same period last year, mainly due to lower
interest expenses, partly offset by higher overall total expenses,
principally general and administrative expenses.

Total research spending for the second quarter of 2007 decreased
to $523,000 from $634,000, due to lower costs for product
manufacturing for ProLindac.

Total general and administrative expenses rose to $1.1 million
from $663,000, due mainly to higher salary related expenses.

Interest and other expense was $424,000 for the second quarter of
2007 as compared to approximately $2.0 million for same period in
2006.  The decrease in interest and other expense was due to
amortization of the discount on the Oracle convertible notes and
the amortization of the SCO notes recognized in 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?233f

                       Going Concern Doubt

Whitley Penn LLP, in Dallas, expressed substantial doubt about
Access Pharmaceuticals 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, net
working capital deficiency and accumulated deficit.

                   About Access Pharmaceuticals

Headquartered in Dallas, Texas, Access Pharmaceuticals Inc.
(OTC BB: ACCP.OB) -- http://accesspharma.com/-- is an emerging  
biopharmaceutical company developing products for use in the
treatment of cancer, the supportive care of cancer, and other
disease states.  The company's product for the management of oral
mucositis, MuGard(TM) has received marketing clearance by the FDA
as a device.  The company's lead clinical development program for
the drug candidate ProLindac(TM) is in Phase II clinical testing.  
Access also has advanced drug delivery technologies including
Cobalamin(TM) mediated oral drug delivery and targeted delivery.


ADVENTURE PARKS: Final Hearing on $3MM Add'l. Loan Set Tomorrow
---------------------------------------------------------------
The Hon. John T. Laney of the U.S. Bankruptcy Court for the
Middle District of Georgia will convene a hearing at 11:00 a.m.
tomorrow, Sept. 14, 2007, to consider approval, on a final
basis, of Adventure Parks Groups LLC and its debtor-affiliates'
request to obtain an additional $3,000,000 postpetition
financing from General Electric Capital Corporation.

On Aug. 30, 2007, the Court, in an interim order, granted the
Debtors $1,257,733 in additional financing from GECC.

According to the Debtors, GECC holds both prepetition and
postpetition liens on substantially all of the Debtors' assets.

The Debtors believe that liens subordinate to GECC's are
completely unsecured.

On Oct. 18, 2006, the Debtors obtained final Court order to
borrow up to $15,000,000 in postpetition financing from GECC and
use GECC's cash collateral.  That obligation is secured by a
first prepetition lien on the Debtors' assets of no less than
$33,562,500.

April this year, the Debtors defaulted on the GECC Loan and thus,
was ordered by the Court to sell its amusement parks.

The Debtors failed to find a bidder who is willing to offer a
price sufficient to pay the GECC loan in full.

To maximize the value of their assets, the Debtors said they
must be able to keep their amusement parks open and operating,
at least until Oct. 19, 2007.

GECC's consent on the additional loan is subject to an expected
auction date of Sept. 28, 2007.

GECC expects approval of the prevailing bids by Oct. 3 and the
sale to close on Oct. 8, 2007.

Based in Valdosta, Georgia, Adventure Parks Group LLC is the
holding company of Wild Adventures and Cypress Gardens.  Wild
Adventures operates an amusement park in Valdosta, Georgia, while
Cypress operates an amusement park in Winter Haven, Florida.

The company, along with Wild Adventures and Cypress Gardens, filed
for chapter 11 protection on Sept. 11, 2006 (Bankr. M.D. Ga. Case
Nos. 06-70659 through 06-70661).  George H. McCallum, Esq., James
P. Smith, Esq., and Ward Stone, Jr., Esq., at Stone & Baxter, LLP,
represent the Debtors.  Mark J. Wolfson, Esq., at Foley & Lardner
LLP and James C. Frenzel, Esq., at James C. Frenzel P.C. in
Georgia represent the Official Committee of Unsecured Creditors.
When the Debtors filed for protection from their creditors, they
estimated assets and debts between $50 million and $100 million.
The Debtors' exclusive period to file a plan was extended until
Sept. 30, 2007.


ADVENTURE PARKS: Falcon and Other Lenders Oppose Additional Loan
----------------------------------------------------------------
Falcon Investment Advisors LLC, a prepetition third lien lender
under a September 2004 Intercreditor Agreement, asks the U.S.
Bankruptcy Court for the Middle District of Georgia to deny
Adventure Parks Groups LLC and its debtor-affiliates'
request to obtain an additional $3,000,000 postpetition
financing from General Electric Capital Corporation.

Falcon argues that it is not adequately protected and that the
Debtors' request violates the Intercreditor Agreements to which
Falcon, GECC, and others, are parties.

Falcon also contends that the assertion by the Debtors that Falcon
is unsecured and not entitled to adequate protection is
"contradicted by the evidence and statements submitted by the
Debtors at the beginning of [their] cases to the effect that the
value of the Debtors' assets exceeded the amounts owed to the
secured creditors."

Other subordinated lenders -- Cascade Investment LLC, the Bill &
Melinda Gates Foundation Trust, and CK CP #3 LP -- share the same
views with Falcon.

In their separate objection filed with the Court, Cascade
Investment and the Bill & Melinda Gates Foundation Trust, assert
second and third liens in the Debtors' assets under September 2004
and October 2005 Intercreditor Agreements.  Both lenders submit
that more than 50% of the prepetition second lien lenders do not
consent to the additional financing, hence, the Debtors' request
should be denied.

CK CP #3 LP, a third lien lender, oppose the Debtors' request on
the ground that that the total amount of financing sought by the
Debtors from GECC, when combined with existing financing, exceeds
the $41,000,000 cap stated in an intercreditor agreement CK CP
signed with the Debtors.

David B. Motley and Jane P. Motley also call for denial of the
Debtors' request as it relates to their mechanics' liens in the
Debtors' Cypress Gardens.

Based in Valdosta, Georgia, Adventure Parks Group LLC is the
holding company of Wild Adventures and Cypress Gardens.  Wild
Adventures operates an amusement park in Valdosta, Georgia, while
Cypress operates an amusement park in Winter Haven, Florida.

The company, along with Wild Adventures and Cypress Gardens, filed
for chapter 11 protection on Sept. 11, 2006 (Bankr. M.D. Ga. Case
Nos. 06-70659 through 06-70661).  George H. McCallum, Esq., James
P. Smith, Esq., and Ward Stone, Jr., Esq., at Stone & Baxter, LLP,
represent the Debtors.  Mark J. Wolfson, Esq., at Foley & Lardner
LLP and James C. Frenzel, Esq., at James C. Frenzel P.C. in
Georgia represent the Official Committee of Unsecured Creditors.
When the Debtors filed for protection from their creditors, they
estimated assets and debts between $50 million and $100 million.
The Debtors' exclusive period to file a plan was extended until
Sept. 30, 2007.


AVADO BRANDS: Organization Meeting Scheduled on September 17
------------------------------------------------------------
The U.S. Trustee for Region 3 will hold an organizational meeting
to appoint an official committee of unsecured creditors in Avado
Brands, Inc., and its debtor-affiliates' chapter 11 cases at
11:00 a.m., on Sept. 17, 2007, at Room 5209, J. Caleb Boggs
Federal Building, 844 North King Street, in Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.  The
meeting is not the meeting of creditors pursuant to Section 341 of
the Bankruptcy Code.  However, a representative of the Debtor will
attend and provide background information regarding the cases.

Creditors interested in serving on a Committee should complete and
return to the U.S. Trustee a statement indicating their
willingness to serve on an official committee.

Official creditors' committees, constituted under Section 1102 of
the Bankruptcy Code, ordinarily consist of the seven largest
creditors who are willing to serve on a committee.  In some
Chapter 11 cases, the U.S. Trustee is persuaded to appoint
multiple creditors' committees.

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes that the
reorganization of the Debtors is impossible, the Committee will
urge the Bankruptcy Court to convert the Chapter 11 cases to a
liquidation proceeding.

Madison, Georgia-based Avado Brands, Inc., aka Applesouth, --
http://www.avado.com/-- operates about 120 casual dining  
restaurants under the banners Don Pablo's Mexican Kitchen and Hops
Grillhouse & Brewery. The restaurants are located in 22 states in
the U.S.  As of Sept. 5, 2007, the Debtors employed about 9,970
people.  For the year ended July 31, 2007, the Debtors generated
about $227.8 million in revenues and a negative EBITDA of
$7.8 million.

The Debtor filed for chapter 11 protection on Feb. 4, 2004 (Bankr.
N.D. Tex. Case No. 04-1555). Deborah D. Williamson, Esq., and
Thomas Rice, Esq., at Cox & Smith Incorporated, represented the
Debtors.  On April 26, 2005, Judge Steven Felsenthal confirmed
Avado's Modified Plan of Reorganization and that Plan became
effective on May 19, 2005.

On Sept. 5, 2007, Avado filed a voluntary chapter 22 petition
(Bankr. D. Del. Case No. 07-11276) to complete an orderly sale of
its assets, via Section 363 of the Bankruptcy Code.  10 of Avado's
affiliates also filed for bankruptcy protection on the same date
(Bankr. D. Del. Case Nos. 07-11277 through 07-11286).

Klee, Tuchin, Bogdanoff & Stern LLP represents the Debtors in
their latest restructuring efforts.  Donald J. Detweiler, Esq. and
Sandra G.M. Selzer, Esq. at Greenberg Traurig, LLP serves as the
Debtors' local counsel.  In their second filing, the Debtors
disclosed estimated assets and debts between $1 million to
$100 million.


AVADO BRANDS: Taps Klee Tuchin as General Bankruptcy Counsel
------------------------------------------------------------
Avado Brands, Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware for authority to
hire Klee, Tuchin, Bogdanoff & Stern LLP as their counsel, nunc
pro tunc, to their bankruptcy filing.

Klee Tuchin will:

   a. provide legal advice with respect to the Debtors' powers and
      duties as debtors-in-possession in the continued operation
      of their business and management of their properties;

   b. prepare on behalf of the Debtors necessary applications,
      motions, answers, orders, reports, and other legal papers;

   c. appear in Court on behalf of the Debtors and in order to         
      protect the interests of the Debtors before the Court;

   d. prepare and pursue a sale of the Debtors' business pursuant
      to section 363 of the Bankruptcy Code and information of a
      plan and approval of a disclosure statements; and

   e. perform other legal services for the Debtors that may be
      necessary and proper in the proceedings.

The Debtors will pay the firm's professionals based on these
hourly rates:

          Professional                Rate
          ------------                ----
          Michael L. Tuchin, Esq.     $725
          David A. Fidler, Esq.       $525
          Stacia A. Neeley, Esq.      $360

The Debtors assure the Court that the employment of Klee Tuchin is
in the best interest of the Debtors and their estate.
  
The firm can be reached at:

             Klee, Tuchin, Bogdanoff & Stern LLP
             1999 Avenue of the Stars, 39th Floor
             Los Angeles, CA 90067-6049
             Tel: (310) 407-4000
             Fax: (310) 407-9090
             http://www.ktbslaw.com/

Madison, Georgia-based Avado Brands, Inc., aka Applesouth, --
http://www.avado.com/-- operates about 120 casual dining  
restaurants under the banners Don Pablo's Mexican Kitchen and Hops
Grillhouse & Brewery. The restaurants are located in 22 states in
the U.S.  As of Sept. 5, 2007, the Debtors employed about 9,970
people.  For the year ended July 31, 2007, the Debtors generated
about $227.8 million in revenues and a negative EBITDA of
$7.8 million.

The Debtor filed for chapter 11 protection on Feb. 4, 2004 (Bankr.
N.D. Tex. Case No. 04-1555). Deborah D. Williamson, Esq., and
Thomas Rice, Esq., at Cox & Smith Incorporated, represented the
Debtors.  On April 26, 2005, Judge Steven Felsenthal confirmed
Avado's Modified Plan of Reorganization and that Plan became
effective on May 19, 2005.

On Sept. 5, 2007, Avado filed a voluntary chapter 22 petition
(Bankr. D. Del. Case No. 07-11276) to complete an orderly sale of
its assets, via Section 363 of the Bankruptcy Code.  About 10 of
Avado's affiliates also filed for bankruptcy protection on the
same date (Bankr. D. Del. Case Nos. 07-11277 through 07-11286).

Donald J. Detweiler, Esq. and Sandra G.M. Selzer, Esq. at
Greenberg Traurig, LLP serves as the Debtors' local counsel.  In
their second filing, the Debtors disclosed estimated assets and
debts between $1 million to
$100 million.


AVADO BRANDS: Court Approves Kurtzman Carson as Claims Agent
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Avado Brands, Inc. and its debtor-affiliates to employ Kurtzman
Carson Consultants LLC as their noticing, claims and balloting
agent.

Kurtzman Carson will:

   a. prepare and serve certain required notices in the bankruptcy
      case including:

        i. notice of the commencement of the case and the initial
           meetings of creditors under section 341(a) of the
           Bankruptcy Code;

       ii. notice of the claims bar date;

      iii. notice of objections to claims;

       iv. notice of any hearings on a disclosure statement and
           confirmation of a Chapter 11 plan; and

        v. other miscellaneous notices to any entities as the
           Debtors or the Court may deem necessary or appropriate
           for an orderly administration of the case;

   b. within five days after the mailing of a particular notice,
      file with the Clerk's Office a certificate or affidavit of
      service that includes an alphabetical list of persons to
      whom the notice was mailed and the date of mailing;

   c. maintain copies of all proofs of claim and interest filed in
      the case;

   d. maintain official claims registers by docketing all proofs
      of claim and interest on the claims registers, including:

        i. the name and address of the claimant and any agent
if            
           the proof of claim or interest was filed by an agent;

       ii. the date received;

      iii. the claim number assigned; and

       iv. the asserted amount and classification of the claim;

   e. implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

   f. regularly transmit to the Clerk's Office a copy of the
      claims registers as requested;

   g. maintain an up-to-date mailing list for all entities that
      have filed a proof of claim or interest, which list will be
      available upon request of a party in interest or the Clerk's
      Office;

   h. provide public access for examination of copies of proofs of
      claim or interest without charge during regular business
      hours;

   i. record all transfers of claims pursuant to Bankruptcy Rule
      3001(e) and provide notice of the transfers as required by
      Bankruptcy Rule 3001(e);

   j. comply with applicable federal, state, municipal and local
      statutes, ordinances, rules, regulations, orders and other
      requirements;

   k. provide temporary employees to the Clerk's Office to process
      claims, as necessary; and

   l. promptly comply with further conditions and requirements as
      may be requested by the Debtors or the Clerk's Office or the
      Court may at any time prescribe.

In addition, the Debtors will employ the firm to assist with,
among others, (a) the preparation of amendments to the
consolidated creditors list filed with the Debtors' case, and (b)
the preparation of the Debtors' schedules and statements and
reports to the Office of the U.S. Trustee, if requested by the
Debtors.

The Debtors will pay Kurtzman Carson a retainer of $20,000, which
will be an "evergreen retainer" where invoices will be drawn down
and where the Debtors' payments will be deposited to return the
retainer to its original $20,000 value.  The Debtors will also pay
the firm related to transportation, lodging, meals, publications,
postage and other third-party charges, in addition to the hourly
consulting fess set forth in the firm's fee structure.  Where the
third-party charges are expected to exceed $10,000 in any single
month, the firm may require advance payment.  The firm's prices
are adjusted annually every first of January, but no price
increase of more than 5% will be effective unless agreed in
advance by the Debtors.

The Debtors tells the Court that they believe the retention of
Kurtzman Carson in the best interest of the Debtors, their estates
and creditors.

The firm can be reached at:

             Sheryl Betance, Director
             Kurtzman Carson Consultants LLC
             Los Angeles Office
             2335 Alaska Avenue
             El Segundo, CA 90245
             Tel: (310) 823-9000
             Fax: (310) 823-9133
             http://www.kccllc.com/

Madison, Georgia-based Avado Brands, Inc., aka Applesouth, --
http://www.avado.com/-- operates about 120 casual dining  
restaurants under the banners Don Pablo's Mexican Kitchen and Hops
Grillhouse & Brewery. The restaurants are located in 22 states in
the U.S.  As of Sept. 5, 2007, the Debtors employed about 9,970
people.  For the year ended July 31, 2007, the Debtors generated
about $227.8 million in revenues and a negative EBITDA of
$7.8 million.

The Debtor filed for chapter 11 protection on Feb. 4, 2004 (Bankr.
N.D. Tex. Case No. 04-1555). Deborah D. Williamson, Esq., and
Thomas Rice, Esq., at Cox & Smith Incorporated, represented the
Debtors.  On April 26, 2005, Judge Steven Felsenthal confirmed
Avado's Modified Plan of Reorganization and that Plan became
effective on May 19, 2005.

On Sept. 5, 2007, Avado filed a voluntary chapter 22 petition
(Bankr. D. Del. Case No. 07-11276) to complete an orderly sale of
its assets, via Section 363 of the Bankruptcy Code.  10 of Avado's
affiliates also filed for bankruptcy protection on the same date
(Bankr. D. Del. Case Nos. 07-11277 through 07-11286).

Klee, Tuchin, Bogdanoff & Stern LLP represents the Debtors in
their latest restructuring efforts.  Donald J. Detweiler, Esq. and
Sandra G.M. Selzer, Esq. at Greenberg Traurig, LLP serves as the
Debtors' local counsel.  In their second filing, the Debtors
disclosed estimated assets and debts between $1 million to
$100 million.


BALLY TOTAL: AGT Crunch, et al. Balk at Modified Plan
-----------------------------------------------------
Several creditors filed objections to Bally Total Fitness
Holding Corporation and its debtor-affiliates' disclosure
statement and accompanying Modified First Amended Joint
Prepackaged Plan of Reorganization.

A. AGT Crunch

Counsel for AGT Crunch Acquisition LLC, Glenn E. Siegel, Esq., at
Dechert LLP, in New York, states that the Debtors' proposed Plan
is not feasible under Section 1129(a)(11) of the Bankruptcy Code
because it does not make adequate allowance for the payment of
AGT Crunch's disputed claim.

As previously reported, AGT Crunch has a litigation claim in
excess of $10,000,000 against the Debtors.

Under the Plan, AGT Crunch's Claim is treated under Class 3 --
Unimpaired Unsecured Claims.  Class 3 claimholders are presumed
to accept the Plan and are not entitled to vote.  Class 3 Claims
incurred by the applicable Debtor in the ordinary course of
business may be paid in the ordinary course of business in
accordance with the terms and conditions of any relating
agreements, without further notice to or order of the U.S.
Bankruptcy Court for the Southern District of New York
in Manhattan.

Mr. Siegel notes that in essence, the Plan provides that on the
initial distribution date, in full and final satisfaction of the
claims, each Holder of an Allowed Class 3 Claim would receive
Cash in an amount equal to the Holder's Allowed Class 3 Claim.  
However, the Plan fails to provide any real reserve for
contingent, disputed or liquidate claims, he adds.

"In the absence of an adequate reserve, [AGT] Crunch seriously
questions whether it will be paid in full, like all other
unsecured creditors," Mr. Siegel asks the Court.

Moreover, he says, the Plan and its accompanying disclosure
statement do not provide any evidence that funds will be
available to pay a large litigation judgment.  "[A] judgment in
the magnitude of AGT Crunch's claim could cause a default under
the Debtors' exit financing agreement, Mr. Siegel tells Judge
Lifland.

B. Messrs. Dwyer and Hillman

John W. Dwyer and Lee S. Hillman, former officers of Bally Total
Fitness Holding Corporation, states that the Plan with the
enhancements provided by Harbinger Capital Partners Master
Fund I, Ltd. and Harbinger Capital Partners Special Situations
Fund L.P. represents a significant advance over the initial plan
filed by the Debtors.  However, the Plan still falls short of the
requirements imposed by the Bankruptcy Code for confirmation of a
plan of reorganization in at least four respects, Stephen L.
Ascher, Esq., at Jenner & Block LLP, in New York, explains.

Specifically, Mr. Ascher says:

   * the Plan places Messrs. Dwyer and Hillman's indemnification
     claims in classes consisting of other claims to which they
     are not substantially similar, contrary to the Bankruptcy
     Code;

   * the Plan proposes various amendments to the current and
     existing Restated Certificate of Incorporation, which is
     prohibited by Delaware state law, which in turn, governs the
     affairs of the reorganized company;

   * Mr. Dwyer's claim for damages arising from the Debtors'
     failure to honor its obligations under certain options
     contracts, and Mr. Hillman's claim for damages arising from
     Bally's failure to maintain a registration statement
     relating to certain warrants are improperly classified; and

   * the Plan calls for claims for rejection damages to be placed
     in a class separate from the Unimpaired Unsecured Claims,
     contrary to the Bankruptcy Code provisions.

Under Bally's amended and restated bylaws, and certain other
indemnification agreements, the Debtors agreed to indemnify
Messrs.
Dwyer and Hillman, Mr. Ascher tells Judge Lifland.

When Messrs. Dwyer and Hillman resigned from their positions,
their individual separation agreements reaffirmed the Debtors'
obligation to indemnify the Former Officers based on their
individual acts or omissions during each of their tenure as an
officer or director for Bally.

Between May 2004 and April 2006, several lawsuits were commenced
against the Former Officers relating to their alleged acts or
omissions as part of their service as officers or directors of
the Debtors.

C. Novi Town Center Investors

Novi Town Center Investors LLC are parties to an unexpired lease,
which the Debtors intend to assume under the Plan.

Richard J. Bernard, Esq., at Baker & Hostetler LLP, in New York,
states that Novi Town objects to the Debtors' proposed Plan, to
the extent that the Plan provides for release by Novi Town of
"any claims, demands, debts, rights, causes of Action or
liabilities under the Lease which is being assured pursuant to
the terms of the Proposed Plan."

Mr. Bernard notes that the proposed release improperly fails to
contain a similar exclusion and, so, contravenes the requirements
of Section 365 of the Bankruptcy Code in respect of cure and
adequate assurance of future performance.

Novi Town reserves its rights in respect of cure amounts and
resolution procedures, Mr. Bernard adds.  Novi Town, he explains,
has not received payment for the September 2007 rent yet, which
constitutes an administrative expense of the Debtors.  Novi Town
is entitled to payment by the effective date of the Proposed
Plan, and would be otherwise required as part of Novi Town's
monetary cure.

D. Pima County

Pima County is a secured creditor in the Debtors' Chapter 11
proceedings asserting $6,704 for personal property tax, for the
year 2007.

According to German Yusufov, deputy county attorney for Pima
County's civil division, Pima County's Claim continues to accrue
interest at a statutory rate of 16% per annum, prorated monthly.

Pima County objects to confirmation of the Debtors' proposed Plan
because it does not provide for the County's statutory interest
rate of 16%, Mr. Yusufov says.

E. The Mattone Group

The Mattone Group Ltd. and The Mattone Group Jamaica, Co. LLC,
are parties to a non-residential real property lease with Jack La
Lanne Fitness Centers, Inc., one of the Debtors.

The Mattone Group asserts that the Debtors them $74,296 for basic
rent and related expenses under the Lease, which includes fees
and expenses incurred by Mattone in connection with the Debtors'
Chapter 11 proceedings.

The Mattone Group are certain that they will be able to resolve
all of their disputes and issues with the Debtors, Andrew I.
Silfen, Esq., at Arent Fox LLP, in New York, states.  However, in
the event a consensual resolution is not achieved, Mattone
presents to the Court, their limited objection to the Debtors'
proposed Plan.

Specifically, The Mattone Group asserts that the Disclosure
Statement and the Plan do not indemnify the amounts the Debtors
intend to cure on the effective date of the Plan.  Thus, even if
Mattone were assured that the Debtors intended to assume the
Lease, the Plan and the Disclosure Statement provide no mechanism
by which Mattone can determine if there is a dispute, and the
amount of any discrepancy.

If The Mattone Group disputes the cure amount alleged by the
Debtors, under the Plan and Disclosure Statement, it could be
required to litigate the issue outside the Bankruptcy Court,
notes Mr. Silfen.

"This is impermissible under the Bankruptcy Code," Mr. Silfen
asserts.  "It can serve no purpose other than to frustrate the
legitimate efforts of Mattone and other landlords to exercise
their rights under Section 365 of the Bankruptcy Code."

The Mattone Group, therefore, objects to confirmation of the Plan
because it would permit the Debtors to avoid their obligations to
cure the Lease, if assumed.

F. Objecting Landlords

Various landlords ask the Court to deny approval of the
Debtors' Disclosure Statement, arguing that it doesn't provide
adequate information as required under Section 1125 of the
Bankruptcy Code.

Kevin M. Newman, Esq., at Menter, Rudin & Trivelpiece, PC, in
Syracuse, New York, counsel for Inland Commercial Property
Management, Inc., states that under the Debtors' proposed
Disclosure Statement, the Plan provides that all unexpired leases
to which the Debtors are party to, will be deemed assumed on the
effective date of the Plan, unless the leases are rejected prior
to the Effective Date.  Moreover, the Disclosure Statement
provides that the Debtors will cure monetary defaults existing
under assumed unexpired leases on the Effective Date.

However, the Debtors do not identify the amounts they intend to
cure in either the Disclosure Statement or the Plan, notes Mr.
Newman.

"The Disclosure Statement fails to provide the Objecting
Landlords with adequate information of the process by which
proposed cure amounts will be identified, disputed and paid under
the Plan," he says.

Mr. Newman also notes that under the Plan, if a dispute exists
with respect to any amount necessary to cure the the defaults,
the cure amount will be paid upon resolution of the dispute.

"Again, there is nothing in the Disclosure Statement or the Plan
that identifies the amounts to be paid by the Debtors to cure
defaults under assumed leases in order to determine if a dispute
exists, nor are any firm deadlines set forth by which disputes
must occur," Mr. Newman contends. "Any dispute as to cure amounts
to be paid in connection with the assumption of the Leases should
be decided by this Court if the parties cannot work out their
disputes."

Certain Objecting Landlords also object to the Disclosure
Statement and Plan to the extent that the Plan restructuring
transactions permit the Debtors to assign any of the Leases to
non-debtor third parties in a way that eliminates any guarantees
that have been executed by the Debtors in connection with the
Leases.

Dustin P. Branch, Esq., at Katten Muchin Rosenman LLP, in Los
Angeles, California, counsel for RREEF USA Funds and West Valley
Properties, Inc., contends that the Debtors may not assume the
Leases unless there is adequate assurance of future performance,
as required by Section 365(b) of the Bankruptcy Code.

The Objecting Landlords, and their Leases' cure amounts, if any,
are:

   Objecting Landlords                              Cure Amounts
   -------------------                              ------------
   Inland Commercial Property, managing agent for:   
      Six Corners Shopping Center                        $85,576
      Park Center Plaza                                   32,261
      Chatham Ridge Shopping Center                       22,804
      University & Dunlap                                176,721

   Inland U.S. Management, managing agent for:   
      Towson Circle                                       56,217
      Lincoln Plaza                                       38,283

   Thrifty Payless, Inc.                                  41,227

   PREIT Services LLC, managing agent for:
      PR North Dartmouth LLC                              26,329
      PR Prince Georges Plaza LLC                              -

   RREEF USA Funds' Deerbrook Shopping Mall               77,000

   West Valley Properties Inc.'s The Terraces              5,751

   The Taubman Landlords                                       -

   Sywest Development, asset manager for:
      Contra Costa Retail Center, LLC                     41,472
  
   CLPV, LLC                                                   -

   Hawthorne LP                                           20,141

   Wheaton Plaza Regional Shopping Center LLP             62,362

   Centro Property Group                                       -

   Federal Realty Investment Trust                             -

   Simon Property Group Inc.                             199,591

   Waterways Plaza LLC                                   185,882
                              

G. High Definition and Waterways

High Definition Realty LLC and Waterways Plaza LLC object to the
the Debtors' Disclosure Statement and Plan because neither of the
two specifically address the effects of a blanket assumption of
all leases, and leases in which the Debtors are in default of a
non-monetary obligation that cannot be cured.

Contrary to the Debtors' assertion that the reorganization
process would not affect the landlords of their facilities, the
Debtors asked the Court to approve their application to employ
Hilco Real Estate LLC as their real estate consultant, notes Mr.
Hall.

Hilco's employment, he asserts, evidences an intent by the
Debtors to utilize the bankruptcy process to affect the rights of
the Landlords, and creates doubt that the Debtors intend to
comply with Section 365(d)(4) of the Bankruptcy Code.

Hence, notes Mr. Hall, the Disclosure Statement does not provide
adequate information because it fails to inform creditors that
the Debtors have hired a consulting firm whose function is to the
change the Debtors' relationship with the Landlords of the Leased
properties, even though the Debtors have stated an intent to
assume all leases.

In addition, High Definition and Waterways Plaza have essentially
the same objections to the Disclosure Statement as the Objecting
Landlords.

Against this backdrop, the High Definition and Waterways Plaza
ask the Court to deny:

   * approval of the Debtors' Disclosure Statement;
   * confirmation of the Debtors' Plan; and
   * assumption of the High Definition and Waterways Plaza Lease
     Agreements.

                    About Bally Total Fitness

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

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  On Aug. 13, 2007, they filed an
Amended Joint Prepackaged Plan and on Aug. 17 filed a Modified
Amended Prepackaged Plan.  The hearing to consider confirmation of
the Debtors' prepackaged plan is set for Sept. 17, 2007.  (Bally
Total Fitness Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)


BALLY TOTAL: Files Supplement to Modified First Amended Plan
------------------------------------------------------------
Bally Total Fitness Holding Corporation and its debtor-affiliates
delivered to the U.S. Bankruptcy Court for the Southern District
of New York in Manhattan a copy of their Liquidation Analysis, to
supplement their Modified First Amended Joint Prepackaged Chapter
11 Plan of Reorganization.

David S. Heller, Esq., at Latham & Watkins LLP, in Chicago,
Illinois, explains that the initial Liquidation Analysis filed on
July 31, 2007, inadvertently omitted certain portions.

The Debtors' Liquidation Analysis states that the Plan meets the
"best interest of creditors" test as set forth in Section
1129(a)(7) of the Bankruptcy Code.  

The Liquidation Analysis was prepared by the Debtors' management,
with the assistance of their professionals, and assumes the case
would convert to Chapter 7 soon after initially filing for
Chapter 11.  The Analysis provides that:

   * priority unsecured claims are assumed to be paid from the
     net proceeds available, if any, after the payment of
     liquidation costs, secured claims, and administrative
     claims;

   * Prepetition Senior Notes Claims are assumed to be paid on a
     pro rata basis from the net proceeds available for all
     unsecured creditors, plus the pro rata distribution that
     would be payable with regard to the Prepetition Senior
     Subordinated Notes Claims absent the subordination
     provisions in the Prepetition Senior Subordinated Notes
     Indenture;

   * although unsecured claims against only Bally Total Fitness
     Holding Corporation would likely receive a smaller
     distribution in a liquidation than unsecured claims against
     the Affiliate Debtors because Bally is a holding company
     with limited assets, for the purposes of the Liquidation
     Analysis, it is assumed that all unsecured claims will be
     paid on a pro rata basis from the net proceeds available for
     all unsecured creditors; and

   * no pro rata proceeds are estimated to be available solely
     for the Prepetition Senior Subordinated Notes Claims.
                                            
A full-text copy of the Debtors' Liquidation Analysis is
available for free at http://researcharchives.com/t/s?234e

The Debtors believe the Liquidation Analysis and the conclusions
set forth in the Analysis are fair and accurate, and represent
management's best judgment with regard to the results of a
Chapter 7 liquidation of the Debtors.

                   Bally Board of Directors

The Debtors were scheduled to identify the members of their board
of directors in a supplemental filing that was supposed to be
submitted to the Court on September 7, 2007.

However, the Plan Supplement is not yet final, Mr. Heller tells
Judge Lifland.

The Debtors will file the Plan Supplement as soon as possible,
before the confirmation hearing on the Debtors' Plan scheduled
for September 17, 2007, Mr. Heller adds.

                    About Bally Total Fitness

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

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  On Aug. 13, 2007, they filed an
Amended Joint Prepackaged Plan and on Aug. 17 filed a Modified
Amended Prepackaged Plan.  The hearing to consider confirmation of
the Debtors' prepackaged plan is set for Sept. 17, 2007.  (Bally
Total Fitness Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)


BALLY TOTAL: Asks Court to Deny Prepayment of Premium Claims
------------------------------------------------------------
Last month, the U.S. Bankruptcy Court for the Southern District
of New York in Manhattan approved, on a final basis, Bally Total
Fitness Holding Corporation and its debtor-affiliates' request
to obtain secured postpetition financing for $292,000,000 from
Morgan Stanley Senior Funding Inc.

The Court's DIP Order provided the Debtors with authority to
enter into a $292,000,000 DIP financing facility comprised of a
$50,000,000 revolver and a $242,000,000, pursuant to a
superpriority secured DIP financing agreement -- the DIP Credit
Agreement.

David S. Heller, Esq., at Latham & Watkins LLP, in Chicago,
Illinois, states that the DIP Facility has been consummated, and
most of the proceeds have been used to repay obligations owed to
the Debtors' prepetition secured lenders, under a $284,000,000
Prepetition Credit Facility.

Pursuant to the terms of the DIP Facility, certain Prepetition
Secured Lenders that participated in the DIP Facility elected to
waive their Prepayment Premium Claims in exchange for the payment
of a lender participation fee equal to 0.125% of the greater of
their prepetition loan obligations or their financing commitments
under the DIP Facility.

However, as reflected in the Court's DIP Order, the other
Prepetition Secured Lenders retained their right to assert their
Prepayment Premium Claims, and the Debtors reserved their right
to dispute any of the claims.

Accordingly, the Debtors object to the allowance of any
Prepetition Premium Claims that may be asserted by a Non-Waiving
Prepetition Secured Lender, and ask the Court to deny the payment
of the Prepayment Premium Claims.

To avoid delay in the refinancing of the Prepetition Credit
Facility, the Debtors and JPMorgan Chase Bank, N.A. -- the
Prepetition Agent -- on behalf of the Non-Waiving Prepetition
Secured Lenders, have agreed to escrow the aggregate amount at
issue.

Pursuant to the DIP Order, the Parties also agree that:

   * on or before September 12, 2007, any Non-Waiving Prepetition
     Secured Lender wishing to assert a Prepayment Premium Claim
     must file a response to the Debtors' Objection; and

   * any Non-Waiving Prepetition Secured Lender which fails to
     file a timely response will be barred from asserting and
     deemed to have waived its Prepayment Premium Claim.

The Court will convene a hearing on September 17, 2007, to
determine the allowability of the Prepayment Premium Claims
asserted by the Non-Waiving Prepetition Secured Lenders that
filed timely responses to the Debtors' Objection.

                    About Bally Total Fitness

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

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  On Aug. 13, 2007, they filed an
Amended Joint Prepackaged Plan and on Aug. 17 filed a Modified
Amended Prepackaged Plan.  The hearing to consider confirmation of
the Debtors' prepackaged plan is set for Sept. 17, 2007.  (Bally
Total Fitness Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)


BCE INC: Plan of Arrangement Approval Hearing Set on Oct. 10
------------------------------------------------------------
The Superior Court of Quebec set a hearing at 9:30 a.m., on
Oct. 10, 2007 to consider BCE Inc.'s request seeking a Final Order
approving the proposed plan of arrangement under which BCE will be
acquired by a consortium led by Teachers' Private Capital, the
private investment arm of the Ontario Teachers' Pension Plan,
Providence Equity Partners and Madison Dearborn Partners.

As reported in the Troubled Company Reporter on July 17, 2007, the
company entered into a definitive agreement to be acquired by the
investor group led by Teachers' Private through a purchase of all
of the company's outstanding Series AA Preferred Shares for a
price of $25.76 per share, together with accrued but unpaid
dividends.

As reported in the Troubled Company Reporter on Aug. 13, 2007,
BCE's will hold a special shareholder meeting on Sept. 21, 2007 at
9:30 a.m.  At the special meeting, holders of common and preferred
shares registered at the close of business on Aug. 10, 2007, will
be asked to vote on the privatization of BCE.

The transaction is expected to close in the first quarter of 2008
and is subject to customary conditions, including shareholder and
regulatory approvals.

Headquartered in Montreal, Quebec, BCE Inc. (TSX/NYSE: BCE) --
http://www.bce.ca/-- is a communications company, providing  
comprehensive and innovative suite of communication services to
residential and business customers in Canada.  Under the Bell
brand, the company's services include local, long distance and
wireless phone services, high-speed and wireless Internet access,
IP-broadband services, information and communications technology
services (or value-added services) and direct-to-home satellite
and VDSL television services.  Other BCE holdings include Telesat
Canada and an interest in CTVglobemedia.

                          *     *     *

As reported in the Troubled Company Reporter on July 5, 2007,
Fitch Ratings downgraded BCE Inc.'s issuer default rating and
senior unsecured debt rating to BB- from BBB+.


BCE INC: Needs Approval to Change Local Phone Rates, CRTC Rules
---------------------------------------------------------------
The Canadian Radio-television and Telecommunications Commission
said Tuesday that BCE Inc. can't set its own local phone service
rates in areas where there isn't enough competition, Bloomberg
reports.

The ruling means that the company's unit, Bell Canada, must obtain
approval from the CRTC in order to adjust prices in 56 of 58 small
cities.  Bloomberg adds that the ruling makes it more difficult
for the company to compete in markets where competitors don't have
to deal with such restrictions.

The CRTC started deregulating local telephone rates in July 2007
in key cities that includes Halifax, Montreal and Toronto.  

Headquartered in Montreal, Quebec, BCE Inc. (TSX/NYSE: BCE) --
http://www.bce.ca/-- is a communications company, providing  
comprehensive and innovative suite of communication services to
residential and business customers in Canada.  Under the Bell
brand, the company's services include local, long distance and
wireless phone services, high-speed and wireless Internet access,
IP-broadband services, information and communications technology
services (or value-added services) and direct-to-home satellite
and VDSL television services.  Other BCE holdings include Telesat
Canada and an interest in CTVglobemedia.

                          *     *     *

As reported in the Troubled Company Reporter on July 5, 2007,
Fitch Ratings downgraded BCE Inc.'s issuer default rating and
senior unsecured debt rating to BB- from BBB+.


BLB MANAGEMENT: Moody's Lowers Corporate Family Rating to B2
------------------------------------------------------------
Moody's Investors Service lowered BLB Management's Corporate
Family Rating to B2 from B1 reflecting higher leverage relative to
projections following the near completion of the redevelopment of
the Twin River racino (formerly known as Lincoln Park) near
Providence, Rhode Island.  Moody's also downgraded BLB's first
lien revolving credit facility and first lien term loan to B1 from
Ba3, and its second lien term loan to Caa1 from B3 based on the
application of Moody's Loss Given Default methodology.

BLB is in the third and final phase (opened on Sept. 12, 2007) of
a significant renovation of the Twin River racino.  Since the
April 2007 completion of phase two, gaming revenues are largely in
line with expectations, but food and beverage revenues have been
well below projected levels.  As a result, the pace of EBITDA
growth is behind schedule and peak debt/EBITDA is likely to about
10x over the next two quarters, and drop to around 7.5x by year-
end 2008.  Moody's originally projected peak leverage to come in
around 8.5x and drop to around 6.0x within 12 to 18 months
thereafter.

Additionally, BLB will be challenged to remain in compliance with
its financial covenants (senior debt to EBITDA, EBITDA to
interest, and total debt to EBITDA).  However, BLB appears to have
sufficient cash on hand to cover remaining accrued costs to
complete the last phase of the renovation.  Going forward, Twin
River is expected to generate sufficient cash flow to cover
interest, taxes, maintenance capital spending, and mandatory
annual amortization of its term loan.

The rating outlook is negative reflecting the challenge the
company faces to remain in compliance with financial covenants and
future step-downs that begin in the second quarter of 2008.
Moody's notes, BLB's owners have the right to make cash
contributions to BLB of up to $15 million to cure non-compliance;
BLB's owners have provided support to the project via an equity
contribution in 2006.  The rating outlook is likely to revert to
stable, if operating performance improves and the company
demonstrates prospective ability to comply with covenants.

Ratings/assessments changed:

-- CFR to B2 from B1

-- Probability of Default to B2 from B1

-- 1st Lien Revolving Credit Facility to B1 (LGD 3, 37%) from
    Ba3 (LGD 3, 36%)

-- 1st Lien Term Loan to B1 (LGD 3, 37%) from Ba3 (LGD 3, 36%)

-- 2nd Lien Term Loan to Caa1 (LGD 5, 89%) from B3 (LGD 5,
    88%)

BLB Management Services, Inc. is a joint venture holding company
comprised of Kerzner International Limited, Starwood Capital Group
and Waterford Group LLC.  BLB's restricted operating subsidiary,
UTGR Inc, owns and operates the Twin River racino (formerly,
Lincoln Park), located near Providence, Rhode Island.  BLB
recently completed a significant renovation of Twin River which
included expanded gaming space, and improved non-gaming amenities.  
The current number of video lottery terminals is planned to
increase to 4,752 by 2007.


BOSTON SCIENTIFIC: Ray Elliot Joins Board of Directors
------------------------------------------------------
Boston Scientific Corporation's board of directors has elected Ray
Elliott as a director, increasing the Boston Scientific board to
15 members.

Mr. Elliott, 58, is chairman of the board of Zimmer Holdings Inc.  
He served as chairman, president and chief executive officer of
Zimmer from 2001 to 2007, and president of Zimmer since 1997.  

Mr. Elliott has operating and director experience in medical
devices, orthopaedics and other industries.  

Prior to his roles at Zimmer, Mr. Elliott was president and chief
executive officer of Cybex International Inc.  Before assuming his
role at Cybex, he was a president and chief operating officer of
Southam Inc., and group president of John Labatt Ltd.  

He served for 15 years in a number of executive capacities with
American Hospital Supply Corporation, a predecessor to Baxter
International, including President of their Far East divisions in
Tokyo.  He holds a B.A. from the University of Western Ontario.

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

                    About Boston Scientific

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

                          *     *     *

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

Earlier, Fitch Ratings downgraded the rating on the company's
'BBB-' Senior Unsecured Notes to 'BB+'.  The Outlook is Negative.


CALPINE CORP: Court Approves PTR Pact With Rosetta Resources
------------------------------------------------------------
A U.S. bankruptcy court approved the Partial Transfer and Release
Agreement dated Aug. 3, 2007, between Calpine Corporation and
Rosetta Resources, Inc.

The PTR agreement states Calpine will firmly place legal title in
Rosetta's name, as of the date of the original transaction, for a
number of oil and gas properties that Calpine had conveyed or
agreed to convey but which still had ongoing title issues.

Specifically, the bankruptcy court's approval of the PTR Agreement
authorizes and approves Calpine's implementation of the business
solution negotiated by the parties, without prejudice to their
other outstanding claims or defenses:

   * Rosetta will enter into a new natural gas marketing
     agreement with Calpine extending until June 30, 2009. This
     agreement is subject to an earlier termination right by
     Rosetta upon the occurrence of certain actions by Calpine.

   * Calpine has executed and will now deliver to Rosetta
     documents that resolve title issues pertaining to certain
     oil and gas properties located in the Gulf of Mexico,
     California and Wyoming.

   * Rosetta will assume all Calpine's rights and obligations
     for an audit by the California State Lands Commission on
     part of the Properties.

   * Rosetta will assume all rights and obligations for the
     Properties, including all plugging and abandonment
     liabilities.

"This partial settlement as now approved by the bankruptcy court,
represents a positive step forward for our company, as it resolves
certain title issues on properties included in the original
transaction," Charles Chambers, president and CEO of Rosetta
Resources, said.  "However, this partial settlement does not
resolve any of the issues raised by Calpine in its fraudulent
conveyance claim, which remains pending.  We will work diligently
to pursue the significant outstanding matters with Calpine and
maintain our focus on delivering solid operational results.  While
this agreement reflects positive cooperation between Calpine and
Rosetta, we will still vigorously defend against Calpine's claims
in the fraudulent conveyance action."

                   About Rosetta Resources Inc.

Based in Houston, Texas, Rosetta Resources Inc. (Nasdaq:ROSE) --
http://www.rosettaresources.com/--is an independent oil and gas  
company engaged in acquisition, exploration, development and
production of oil and gas properties in North America.  The
company's operations are concentrated in the Sacramento Basin of
California, South Texas, the Gulf of Mexico and the Rocky
Mountains.  

                       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.


CANWEST MEDIAWORKS: Merger Public Hearing Moved to November 19
--------------------------------------------------------------
The Canadian Radio-television and Telecommunications Commission
said in late August 2007 that the public hearing to consider the
application by CanWest MediaWorks Inc. to acquire Alliance
Atlantis Communications Inc.'s broadcasting companies has been
postponed due to the late filing of additional documents.

CanWest filed, in mid-August, 52 documents containing more than
300 pages with marked changes.

The CRTC has determined that the extent of the new information is
such that interveners should be given a fair opportunity to
comment on these documents.

In the interest of procedural fairness, the hearing to consider
CanWest's application has been rescheduled to the first available
date, Nov. 19, 2007.

A new deadline of Oct. 10, 2007, has been set for interested
parties to submit any amendments to their interventions or
comments in respect of the additional information only.  CanWest
may file amendments to its reply comments no later than Oct. 22,
2007.

                         About The CRTC

The CRTC is an independent, public authority that regulates and
supervises broadcasting and telecommunications in Canada.

                      About CanWest MediaWorks

CanWest MediaWorks Inc. -- http://www.canwestmediaworks.com/-- is  
a wholly-owned subsidiary of CanWest Global Communications Corp.
(TSX: CGS and CGS.A) -- http://www.canwestglobal.com/-- an  
international media company.  In addition to owning the Global
Television network, CanWest is Canada's largest publisher of
English language daily newspapers, and also owns, operates and/or
holds substantial interests in conventional television, out-of-
home advertising, specialty cable channels, Web sites and radio
networks in Canada, New Zealand, Australia, Turkey, Indonesia,
Singapore, the United Kingdom and the United States.

                          *     *     *

As reported in the Troubled Company Reporter on July 5, 2007,
Moody's Investors Service affirmed all ratings of CanWest
MediaWorks Inc. and CanWest MediaWorks LP following the
announcement by CanWest that LP would reduce the amount of its
planned debt offerings by about $130 million related to the
privatization of CanWest MediaWorks Income Fund by CanWest.

Ratings affirmed include the company's: corporate family rating at
B1; probability of default rating at B1; $760 million senior
subordinated notes, due 2012 at B3, LGD 5, 89%; Speculative grade
liquidity rating at SGL-2.


CAPCO AMERICA: Fitch Affirms B- Rating on $24.9MM Certificates
--------------------------------------------------------------
Fitch Ratings has downgraded the rating on CAPCO America
Securitization Corp.'s commercial mortgage pass-through
certificates, series 1998-D7 as:

  -- $7.1 million class B-5 to 'C/DR5' from 'CC/DR4'.

In addition, Fitch affirms these:

  --$595 million class A-1B at 'AAA';
  -- Interest-only class PS-1 at 'AAA';
  -- $62.3 million class A-2 at 'AAA';
  -- $68.5 million class A-3 at 'AAA';
  -- $59.2 million class A-4 at 'AAA';
  -- $21.8 million class A-5 at 'AAA';
  -- $31.1 million class B-1 at 'AA-';
  -- $28 million class B-2 at 'BBB+';
  -- $15.6 million class B-3 at 'BB+';
  -- $24.9 million class B-4 at 'B-';

Fitch did not rate the class B-6 and B-6H certificates, which have
been reduced to zero based on realized losses.  Class A-1A been
paid in full.

The class B-5 downgrade is due to increased loss expectations
associated with the two specially serviced assets.

The rating affirmations are due to overall stable performance of
the pool and limited paydown and defeasance since the last Fitch
rating action.

Sixty loans (36.7%) have defeased since issuance, including four
of the top five loans (17%).  As of the August 2007 distribution
date, the pool has paid down 26.7% to $913.5 million from
$1.25 billion at issuance.

There are currently two assets (0.8%) in special servicing.  The
largest specially serviced asset (0.6%) is an industrial/mixed-use
property located in Baltimore, MD, and is real estate owned.  The
property is listed for sale and the special servicer is currently
evaluating purchase offers.  The other specially serviced asset
(0.1%) is a multifamily property located in Kansas City, Missouri,
that is 90+ days delinquent.  Based on recent appraised values,
losses are expected on both assets.

The fourth largest asset in the pool (3.8%) is a retail mall
located in Charlotte, NC, and is considered a Fitch Loan of
Concern.  Although the loan is current, a non-collateral anchor
tenant vacated at the end of 2006.  In-line occupancy at March
2007 had declined to 75.4% from 92.7% at year-end 2006 and 90% at
issuance.  In total, 12% of the loans by collateral balance are
considered Fitch Loans of Concern and Fitch will continue to
monitor the performance of these assets.


CASTLE ROCK: Disclosure Statement Hearing Scheduled on October 1
----------------------------------------------------------------
The Honorable Karen S. Jennemann of the United States Bankruptcy
Court for the Middle District of Florida will convene a hearing on
Oct. 1, 2007, at 10:00 p.m., at 135 West Central Boulevard, 5th
floor, to consider the adequacy of Castle Rock 25 Partners LLC's
Disclosure Statement explaining its Chapter 11 Plan of
Reorganization.

Castle Rock 25 Partners LLC filed with the U.S. Bankruptcy
Court for the Middle District of Florida a Disclosure Statement
explaining its Chapter 11 Plan of Reorganization.

                       Treatment of Claims

As reported in the Troubled Company Reporter on July 17, 2007,
under the Plan, Administrative and Priority Claims will be paid in
full on the effective date.

RBC Centura Bank's Secured Claims will retain its mortgage lien.  
On the 15th day of the month after the effective date, the Debtor
will commence monthly payments of interest equal to the prime rate
plus 1% on RBC Centura's allowed secured claim.

The Debtor and RBC Centura will execute new loan documents with
standard covenants and mutually agreed release prices for property
sold after the confirmation the Debtor's plan.

Stanchina Family Partners LLC's Secured Claim will receive
$2,115,674 in full satisfaction of its allowed secured claims.

Town of Castle Rock and Douglas County School District will each
be reimbursed by the Debtor at least:

   i. $1,384,212; or

  ii. 50% of the actual cost of certain improvements performed
      on the Douglas County's property.

General Unsecured Claims will receive distribution from the escrow
fund equal to 100% without interest over a period of 5 years from
the effective date.

Holders of Equity Interest against the Debtor will retain their
membership interest.

Headquartered in Orlando, Flordia, Castle Rock 25 Partners LLC,
filed for Chapter 11 protection on Feb. 5, 2007 (Bankr. M.D. Fl.
Case No: 07-00384).  R. Scott Shuker, Esq., Jimmy D Parrish, Esq,
and Jacqueline E. Ferris, Esq., at Latham Shuker Barker Eden &
Beaudine LLP, represents the Debtor in its restructuring efforts.  
No Official Committee of Unsecured Creditors has been appointed in
this case to date.  When the Debtors filed for bankruptcy, it
listed assets and debts between $1 million and $100 million.


CENTEX HOME: Moody's Downgrades Class B Certs. Rating to B3
-----------------------------------------------------------
Moody's Investors Service downgraded two certificates issued by
Centex Home Equity Loan Trust, Series 2002-D.  This subprime deal
consists of fixed-rate and adjustable-rate residential mortgage
loans.

The two most subordinate classes from the transaction are being
downgraded based on the low credit enhancement levels compared to
the current loss projections.  The credit support is declining due
to the loan defaults.  In addition, the transaction has stepped
down, causing overcollateralization to be released and the
subordinated certificates have started to receive their share of
unscheduled prepayments.

Complete rating actions are:

Issuer: Centex Home Equity Loan Trust

-- Series 2002-D; Class M-2, downgraded Baa2 to from A2;
-- Series 2002-D; Class B, downgraded to B3 from Ba3.


CERADYNE INC: Completes $69.6 Million Acquisition of EP Boron
-------------------------------------------------------------
Ceradyne Inc. completed its acquisition of EaglePicher Boron LLC
for $69.6 million in cash.

EP Boron will be operated as a wholly owned subsidiary of Ceradyne
Inc. reporting to Michael Kraft.  In June 2007, Mr. Kraft was
appointed vice president of the company's nuclear and
semiconductor business units.

"I am very pleased with this latest Ceradyne acquisition, which
meets our diversification objectives and provides us with a
strategic opportunity that supports our continued expansion into
both the nuclear waste containment and semiconductor arenas," Joel
P. Moskowitz, Ceradyne's chairman and chief executive officer,
said.  "Each of these markets shows considerable promise in the
company's future, and I am confident that Michael's business
development experience in these industries will prove
resourceful."

"This acquisition fits perfectly with Ceradyne's longer range
global strategy," Mr. Kraft commented.  "We will be developing
plans to accelerate EP Boron's global growth with the assistance
of their very capable management team."

                 About EaglePicher Boron LLC

Headquartered in Quapaw, Oklahoma, EaglePicher Boron LLC --
http://www.eaglepicher.com/EaglePicherInternet/Companies/Boron/--  
produces the boron isotope that is used for nuclear waste
containment and nuclear power plant neutron radiation control.  
The company also produces complementary chemical isotopes used in
the normal operation and control of nuclear power plants.  Its
products and services include water chemistry additives for
nuclear power plants; radioactive shielding and criticality
control for nuclear fuel storage and transportation; burnable
poisons for nuclear fuel; semiconductor processes and dopants for
melt-doped bulk wafers; scientific and research application
products; waste treatment and processing products; and special
services.

                      About Ceradyne Inc

Based in Costa Mesa, California, Ceradyne Inc. (Nasdaq: CRDN)
-- http://www.ceradyne.com/-- develops, manufactures and markets  
advanced technical ceramic products and components for defense,
industrial, automotive and consumer applications.

                        *     *     *

Moody's Investor Services placed Ceradyne Inc.'s long term
corporate family and bank loan debt ratings at "Ba3" in July 2004.  
These ratings hold to this date.


CERADYNE INC: Terminates Peter Hartl as ESK Ceramics President
--------------------------------------------------------------
Ceradyne Inc. disclosed that Peter Hartl was terminated as
ESK Ceramics' president effective Aug. 31, 2007.  ESK Ceramics is
the company's wholly-owned subsidiary located in Kempten, Germany.

Mr. Hartl's position as a vice president of Ceradyne was also
terminated.

Based in Costa Mesa, California, Ceradyne Inc. (Nasdaq: CRDN)
-- http://www.ceradyne.com/-- develops, manufactures and markets  
advanced technical ceramic products and components for defense,
industrial, automotive and consumer applications.

                        *     *     *

Moody's Investor Services placed Ceradyne Inc.'s long term
corporate family and bank loan debt ratings at "Ba3" in July 2004.  
These ratings hold to this date.


CHANDLER HEIGHTS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: The Reserve at Chandler Heights, LLC
        2152 South Vineyard, Suite 106
        Mesa, AZ 85210

Bankruptcy Case No.: 07-04563

Type of Business: The Debtor owns and operates an
                  apartment complex.

Chapter 11 Petition Date: September 12, 2007

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Dewain D. Fox, Esq.
                  Fennemore Craig
                  3003 North Central Avenue, Suite 2600
                  Phoenix, AZ 85012-2913
                  Tel: (602) 916-5475
                  Fax: (602) 916-5675

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.


CITIGROUP MORTGAGE: High Losses Cue Moody's to Review Ratings
-------------------------------------------------------------
Moody's Investors Service placed the ratings of four tranches
issued by Citigroup Mortgage Loan Trust in 2003 for possible
downgrade.  The collateral backing these classes consists of
primarily first lien subprime residential mortgage loans.

The ratings being reviewed for possible downgrade have experienced
higher than anticipated delinquencies and losses.

Moreover, the 2003-HE4 transaction has experienced erosion of
overcollateralization due to the recent pace of losses.

Complete rating actions are:

Issuer: Citigroup Mortgage Loan Trust, Series 2003-HE3

-- Class M-4, currently Ba1, on review for possible downgrade.

Issuer: Citigroup Mortgage Loan Trust, Series 2003-HE4

-- Class M-5, currently Ba1, on review for possible downgrade;
-- Class M-6, currently Ba3, on review for possible downgrade;
-- Class M-7, currently B2, on review for possible downgrade.


CITY CAPITAL: Melissa Grimes Resigns as Director and Officer
------------------------------------------------------------
Melissa Grimes resigned on Sept. 4, 2007, as director and officer
of City Capital Corporation.

At the time of her resignation, Mrs. Grimes had no disagreement
with the company on any matter relating to the company's
operations, policies or practices.  

Headquartered in Franklin, Tennessee, City Capital Corp.
(OTCBB:CCCN) -- http://citycapcorp.com/-- prior to its election  
to be a Business Development Corporation, specialized in the sale
and distribution of artificial turf.  Those business activities
were conducted in the company's subsidiary, Perfect Turf Inc.  
Perfect Turf was sold on March 29, 2007.  Currently, the company's
business is the acquisition of undervalued real assets for
redevelopment and oil and gas leases for improvement in
production.

At June 30, 2007, the company's balance sheet showed total assets
of $ 4,469,330 and Total liabilities of $7,382,480, resulting to
total stockholders' deficit of $2,913,150.

                      Going Concern Doubt

De Joya, Griffith & Company LLC, in Henderson, Nevada, expressed
substantial doubt about City Capital Corporation's ability to
continue as a going concern after auditing the company's financial
statements for the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's recurring losses from operations and
negative cash flows.


CMS ENERGY: Earns $33 Million in Second Quarter Ended June 30
-------------------------------------------------------------
CMS Energy Corp. reported net income of $33.0 million for the
second quarter of 2007, compared to net income of $72.0 million in
the same quarter of 2006.

The company's adjusted second quarter net income, which excludes
net earnings or losses primarily associated with businesses sold,
was $18.0 million, compared to net income of $45.0 million for the
second quarter of 2006.  The lower quarterly earnings reflect the
fact that certain tax benefits that occurred in 2006 did not
repeat in 2007.

For the first six months of 2007, CMS Energy reported a net loss
of $182.0 million, compared to net income of $45.0 million for the
first half of 2006.  The 2007 six-month results include losses of
$292.0 million, primarily linked to sales of the company's
international businesses, including discontinued operations.

On an adjusted basis, the company had net income of $110.0 million  
for the first half of 2007, compared to net income of
$11.0 million for the first six months of 2006.

David Joos, CMS Energy's president and chief executive officer,
said the company completed asset sales with about $1.60 billion of
gross proceeds during the second quarter, and it continues to
implement its strategy of selling non-strategic businesses and
focusing on its Michigan utility, Consumers Energy.

"We continue to have excellent operational performance at
Consumers Energy and our remaining non-utility businesses.  We
closed this week on the last major asset sale in our international
portfolio and expect to complete our international sales plan by
the end of the year.  The proceeds from these sales have allowed
us to achieve our capital structure goal at the utility and
improvements in our credit ratings," Joos said.

At June 30, 2007, the company's consolidated balance sheet showed
$14.69 billion in total assets, $2.47 billion in current
liabilities, $3.85 billion in non-current liabilities, $54 million
in minority interests, $5.58 billion in long-term debt,
$232 million in non-current portion of capital and finance lease
obligations, $294 million in preferred stock, and $2.20 billion in
common 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?2340

                        About CMS Energy

Headquartered in Jackson, Michigan, CMS Energy Corp. (NYSE: CMS)
-- http://www.cmsenergy.com/-- is a company that has an electric  
and natural gas utility, Consumers Energy, as its primary business
and also owns and operates independent power generation
businesses.

                          *     *     *   

As reported in the Troubled Company Reporter on Aug. 8, 2007,
Fitch placed the ratings of CMS Energy Corp. and Consumers Energy
Co., including CMS Energy Corp.'s 'BB-' Issuer Default Rating and
Consumer Energy Co.'s  'BB+' Issuer Default Rating, on Rating
Watch Positive.

The Rating Watch Positive reflects the continuing reduction of
business risk that resulted from the substantial completion of the
asset sale and restructuring program and the company's plan to
reduce parent debt by $650 million using a portion of the
$1.60 billion of proceeds from non-strategic asset sales that
closed in 2007.


CREDIT SUISSE: Fitch Downgrades Ratings on $4.7MM Certificates
--------------------------------------------------------------
Fitch Ratings has taken these rating actions on CSFB HEMT 2006-2
Group 2 HELOC mortgage pass-through certificates.  Affirmations
total $125.1 million and downgrades total $4.7 million.  Break
Loss percentages and Loss Coverage Ratios for each class, rated B
or higher, are included with the rating actions as:

CSFB HEMT 2006-2 Group 2 HELOCS

  -- $125.1 million class 2A1 affirmed at 'AAA' (Insured by
     FGIC);

  -- $2.2 million class 2M-1 downgraded to 'BB-' from 'BBB+'
     (BL: 14.74, LCR: 0.94);

  -- $2.5 million class 2M-2 downgraded to 'B+' from 'BBB' (BL:
     13.21, LCR: 0.84);

Deal Summary

  -- Originators: Various;
  -- 60+ day Delinquency: 3.53%;
  -- Realized Losses to date (% of Original Balance): 1.68%;
  -- Expected Remaining Losses (% of Current Balance): 15.69%;
  -- Cumulative Expected Losses (% of Original Balance):
     10.12%.

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.


CUSTOM FOODS: Judge Walsh Confirms Joint Chapter 11 Plan
--------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware confirmed, on Sept. 10, 2007, the Joint
Chapter 11 Plan of Reorganization filed by Custom Food Products,
Inc., and the Official Committee of Unsecured Creditors.

Judge Walsh declared that the plan satisfied the requirements for
confirmation set in Section 1129(a) of the Bankruptcy Code.

                         Asset Sale

The Debtor relates that after filing for bankruptcy, it negotiated
an asset purchase agreement with CML New Meatco, LLC, under which
CML agreed to buy substantially all of the Debtor's assets.  On
June 14, 2007, the Court approved the Asset Purchase Agreement
which provided that CML, among other things, will:

    * provide $3 million in cash for a "Wind-Down Budget" to pay
      for expenses incurred during the Debtors' bankruptcy
      proceedings;

    * assume $877,000 in mechanic liens;

    * fund cure amounts owing to executory contracts and unexpired
      leases assumed in connection with the sale;

    * assume approximately $750,000 in prepetition priority and
      postpetition employee liabilities;

    * assume specified ordinary course administrative liabilities
      incurred during the Debtor's case; and

    * satisfy the outstanding balance owed to Wachovia Capital
      Finance Corp. (Western) under the DIP Facility on closing.

The sale, the Debtor reminds the Court, closed on June 29, 2007.

                       Treatment of Claims

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

The Debtor relates that CML has satisfied Wachovia's claims in
full pursuant to the asset purchase agreement.  CML has also
assumed the Mechanics Liens and will satisfy the claims, the
Debtor adds.

Other Secured Claims and Priority Tax Claims will be paid in full.

The Debtor estimated General Unsecured Claims to approximately
$15.3 million.  Under the Plan, general unsecured creditors will
receive their pro rata share of:

    * the General Unsecured Fund; and
    * Net Litigation Proceeds.

Contrarian Service Company, LLC's claim will be fully waived or
extinguished and Contrarian will not receive anything other the
Plan.

All Interest in the Debtor will be cancelled and holders will
receive zero distribution under the Plan.

                       About Custom Foods

Based in Carson, California, Custom Food Products Inc., fka Center
of the Plan Foods, Inc. -- http://www.customfoodproducts.com/--  
develops, manufactures and markets value-added meat, poultry, and
pork products sold to the foodservice industry and manufacturers
of packaged foods.
  
The company filed for chapter 11 protection on April 1, 2001
(Bankr. C.D. Calif. Lead Case No. 01-12830).  On July 17, 2002,
the California Court confirmed the company's Amended Plan of
Reorganization.

On April 13, 2007, the Debtor filed its second chapter 11 petition
(Bankr. D. Del. Case No. 07-10495).  Lee R. Bognadoff, Esq.,
Michael L. tuchin, Esq., Martin R. Barash, Esq., and Courtney E.
Pozmantier, Esq., at Klee Tuchin Bognadoff & Stern LLP, represent
the Debtor.  Laura Davis Jones, Esq., Bruce Grohsgal, Esq., and
Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones, acts as
the Debtor's co-counsel.  Michael J. Viscount, Esq., Joshua T.
Klein, Esq., and Daniel K. Astin, Esq., at Fox Rothschild, LLP,
represent the Official Committee of Unsecured Creditors.

In schedules filed with the Court, the Debtor disclosed total
assets of $69,698,974 and total debts of $47,822,711.


DEI SYSTEMS: Case Summary & 21 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: D.E.I. Systems, Inc.
        aka Delta Fiberglass
        aka Delta Equipment Industrial Systems, Inc.
        aka Delta R.P.S., Inc.
        aka Delta Environmental, Inc.
        1235 South Pioneer Road
        Salt Lake City, UT 84104

Bankruptcy Case No.: 07-24224

Type of business: The Debtor is an industrial fiberglass supplier.  
                  See http://www.deisystemsinc.net

Chapter 11 Petition Date: September 7, 2007

Court: District of Utah (Salt Lake City)

Judge: Judith A. Boulden

Debtor's Counsel: Joseph M.R. Covey, Esq.
                  Parr, Waddoups, Brown, Gee & Loveless
                  185 South State Street, Suite 1300
                  Salt Lake City, UT 84111
                  Tel: (801) 532-7840
                  Fax: (801) 532-7750

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 21 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Coombs & Hopkins Co.           Independent               $337,889
Attention: Jon Coombs          Representative
Coombs & Hopkins Co.
5411 Avenida Encinas,
Suite 250
Carlsbad, CA 92008

Environmental Services Group   Unsecured loan          $1,144,761
Nichlos Memmo 11726
San Vicente
Boulevard, Suite 300
Los Angeles, CA 90049

Delta Equipment Co.            Building Lessor           $295,969
Attention: Ben Bichler
883 East Village Way
Fruit Heights, UT 84037

Envirosales, Inc.              Independent               $281,491
Attention: Jesse               Representative
Box 79, Gedney Station
White Plains, NY 10605

New York Blower Co.            Trade debt                $201,470

North American Composites      Trade debt                 $92,204

Ashland Chemical Company       Trade debt                 $74,094

Landstar Ranger, Inc.          Trade debt                 $68,102

Wescor Associates, Inc.        Independent                $67,897
                               Representative

Zions Bank                     Credit card debt           $62,229

Composites One, L.L.C.         Trade debt                 $54,060

Uintah Fasteners & Supply      Trade debt                 $38,932

Mason-Mercer Rubber            Trade debt                 $36,851

E.W.2                          Independent                $34,778
                               Representative

Peterson & Matz                Independent                $33,215
                               Representative

F.R.P. Supply Ashland          Trade debt                 $32,576
Distribution Co.

Rex Industries                 Trade debt                 $30,622

William H. Reily & Co.         Independent                $28,200
                               Representative

Bedford Reinforced Plastics    Trade debt                 $26,944

H.S.A. Consulting Engineers    Trade debt                 $23,080

Grating Systems, Inc.          Trade debt                 $22,803


EMERITUS CORP: Completes Acquisition of 9 Communities for $88 Mil.
------------------------------------------------------------------
Emeritus Corporation has completed the acquisition of nine
communities formerly leased and operated by the company.  The
purchase price was $88.0 million, excluding transaction costs.  
The nine communities comprise 733 units, are all located in the
state of New York, and offer assisted living and memory loss
services to seniors.

The acquisition was financed in part by Red Mortgage Capital Inc.
through mortgage debt of approximately $67.8 million at an annual
interest rate of 6.185%.

During the third quarter of 2007, with the closing of the nine
communities, the company has closed on a total of 45 communities
formerly leased and operated by the company and eight formerly
leased by Summerville Senior Living Inc.

                       About Emeritus Corp.

Based in Seattle, Washington, Emeritus Corporation (AMEX: ESC) --
http://www.emeritus.com/-- is a national provider of assisted
living and Alzheimer's and related dementia care services to
seniors.  Emeritus currently operates, or has an interest in, 287
communities representing capacity for approximately 24,712 units
and 29,474 residents in 36 states.  

Emeritus Corporation's consolidated balance sheet at June 30,
2007, showed $950.5 million in total assets and $1.06 billion in
total liabilities, resulting in an $111.5 million total
shareholders' deficit.  Revenues for the first half of 2007 ended
June 30, 2007, totaled $219.3 million.


EMERITUS CORP: Completes Merger Transaction with Summer Senior
--------------------------------------------------------------
Emeritus Corporation has completed the merger transaction with
Summerville Senior Living Inc. (Summerville).  Granger Cobb,
formerly president and chief executive officer of Summerville, has
been appointed president and co-chief executive officer of the
company along with Daniel R. Baty, who will also retain his
position as chairman of the Board of Emeritus.

With the completion of the merger, Emeritus is one of the largest
national assisted living companies, operating 287 communities in
36 states, comprising 24,712 units with a capacity for 29,474
residents.

Mr. Daniel R. Baty, co-chief executive officer and chairman of
Emeritus, stated, "With the closing of the transaction, Emeritus
is now one of the largest publicly listed assisted living
companies.   We welcome the expertise of Granger Cobb and his
leadership and look forward to working with him and the combined
management team.  The opportunity to leverage our strengths and
capitalize on integrating the "best practices" from both
companies, while improving our long-term operating efficiencies
and performance, is going to help drive shareholder value."

Mr. Granger Cobb, president and co-chief executive officer stated,
"The opportunity within the combined organization for revenue
expansion will be driven primarily through organic growth in our
existing portfolio of communities from both occupancy and rate
increases, based on a level-of-care service model.  Regional
oversight and reporting structures have already been re-aligned to
enhance and support each community's ability to balance resident
care and service, high quality standards, and fiscal
responsibility."

Mr. Cobb concluded, "Furthermore, as we fully integrate our
companies, we expect to benefit from economies of scale and
corporate overhead efficiencies, which are expected to result in a
reduction of operating expenses across the combined organization."

As expected, Emeritus issued approximately 8,500,000 shares of its
common stock to the shareholders of Summerville, including Apollo
Real Estate Investment Funds III and IV, ("Apollo Funds"), two
real estate funds managed by Apollo Real Estate Advisors, and
certain employees of Summerville.  Of the total number of shares
issued in the transaction, a portion were issued in satisfaction
of certain loans outstanding from the Apollo Funds to Summerville.

In conjunction with the transaction, Mr. Cobb and Stuart Koenig,
partner and chief financial officer at Apollo Real Estate
Advisors, have joined the board of directors of Emeritus.  The
Summerville properties will retain the brand name in the operation
of their communities.

                       About Emeritus Corp.

Based in Seattle, Washington, Emeritus Corporation (AMEX: ESC) --
http://www.emeritus.com/-- is a national provider of assisted
living and Alzheimer's and related dementia care services to
seniors.  Emeritus currently operates, or has an interest in, 287
communities representing capacity for approximately 24,712 units
and 29,474 residents in 36 states.  

Emeritus Corporation's consolidated balance sheet at June 30,
2007, showed $950.5 million in total assets and $1.06 billion in
total liabilities, resulting in a $111.5 million total
shareholders' deficit.  Revenues for the first half of 2007 ended
June 30, 2007, totaled $219.3 million.


ENCORE ACQUISITION: Unit Prices IPO at $21 Per Common Unit
----------------------------------------------------------
Encore Acquisition Company's subsidiary, Encore Energy Partners
LP, disclosed that the pricing of the initial public offering of
9,000,000 of its common units at $21 per unit.  Encore Energy
Partners has also granted the underwriters a 30-day over-allotment
option to purchase up to an additional 1,350,000 common units.  

The common units began trading yesterday, Sept. 12, 2007, on the
New York Stock Exchange under the symbol "ENP."  The offering is
expected to close on or about Sept. 17, 2007.

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

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

A copy of the final prospectus relating to the offering may be
obtained from:

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

              or

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

                 About Encore Energy Partners

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

                   About Encore Acquisition

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

                          *     *     *

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


ENVIRONMENTAL SERVICE: Posts $10.4 Mil. Net Loss in Second Quarter
------------------------------------------------------------------
Environmental Service Professsionals Inc. incurred a net loss of
$10.4 million in the six months ended June 30, 2007, an increase
from the $18,154 net loss reported in the same period last year,
mainly due to an increase in general and administrative expenses
and marketing costs, as well as significant costs incurred in
connection with the charge off of $8.7 million for the sale of
Pacific Environmental Sampling Inc.  Currently operating costs
exceed revenue because sales are not yet sufficient.  

Total revenue for the first six months period ended June 30, 2007,
increased to $410,419 from $-0- in the prior year.  This increase
in revenue was a result of the restructuring of the company's
wholly owned subsidiary Allstate Home Inspection & Household
Environmental Testing Ltd., and the incorporation of the Certified
Environmental Home Inspection program.

General and administrative expenses increased to $2.1 million from  
$61,744 during the six-month period ended June 30, 2006, mainly
due to increased staffing of office and clerical personnel from
the prior period, primarily through business acquisitions, and
increased professional and consulting fees from the prior period.

At June 30, 2007, the company's consolidated balance sheet showed
$8.9 million in total assets, $3.8 million in total liabilities,
and $5.1 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?2344

                      Going Concern Doubt

Chang G. Park CPA, in Chula Vista, Calif. expressed substantial
doubt about Environmental Service Professionals 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 auditor pointed to the company's losses from
operations.

                  About Environmental Service

Headquartered in Palm Springs, Calif., Environmental Service
Professionals Inc., fka Glas-Aire Industries Group Ltd. (OTC BB:
EVSP.OB) -- http://www.espusa.net/-- provides mold and moisture  
management, providing limited mold and allergen survey services
for single family, multi-tenant residential and commercial
buildings.

The company is in the process of converting all current franchises
into independent contractors under the CEHI program program
through the company's AHI subsidiary.  As of June 30, 2007, the
company had transferred all of its current and future CEHI  
business operations to AHI.


FEREYDOON ABIR: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Fereydoon Abir
                500 East 77th Street
                New York, NY 10162

Case Number: 07-12877

Involuntary Petition Date: September 12, 2007

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Petitioner's Counsel: Marvin Neiman, Esq.
                      Neiman & Mairanz P.C.
                      39 Broadway, 25th Floor
                      New York, NY 10006
                      Tel: (212) 269-1000
                      Fax: (212) 635-9302
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Neiman & Mairanz P.C.          Legal Fees               $114,800
39 Broadway, 25th Floor                                 Secured:
New York, NY 10006                                      $250,225
Tel: (212) 269-1000


FORAOIS FUNDING: Moody's Junks Rating on $92.4 Million Sr. Certs.
-----------------------------------------------------------------
Moody's Investors Service downgraded the rating on these
certificates issued by Foraois Funding Limited, a variable
leveraged super senior certificate issuer:

The $92,400,000 Variable Leveraged Super Senior Certificates Due
Aug. 13, 2038

    * Prior Rating: Ba1, on review for possible downgrade
    * Current Rating: Caa2, on review for possible downgrade

Foraois issued certificates providing investors with a leveraged
exposure to the super senior portion of a CDO whose underlying
reference portfolio is comprised of a variety of structured
finance securities, including RMBS, Home Equity Loans, CMBS and
CDO Securities.  The initial leverage is the ratio of the super
senior tranche notional amount divided by the investor's initial
investment.

The transaction incorporates a trigger event that looks to the
total market value of the underlying reference portfolio.  If a
trigger event occurs, the investors may decide to incur the mark-
to-market loss of the super senior tranche up to the initial
investment or increase the size of its investment, which will
reduce the leverage in the deal.

The rating downgrade reflects the rapid deterioration in the
current market value of the reference portfolio.  The rating
addresses the expected loss to the investors relative to their
initial investment and is based on an analysis of the credit and
market risks in the transaction as well as the certificates' legal
structure.


GMAC LLC: Secures $21.4 Billion Funding from Citigroup Inc.
-----------------------------------------------------------
GMAC LLC entered into an agreement with Citigroup Inc. pursuant to
which Citi has committed to provide up to $21.4 billion in various
asset-backed funding facilities.

The Facilities replace an existing $10 billion asset-backed
funding facility with Citi that was entered into in August 2006.  
The Facilities will include commitments to provide funding for
U.S. automobile related assets, mortgage assets, and other assets
across GMAC and its subsidiaries.

A total of $14.4 billion will become available for immediate
funding upon execution of the Facilities, with the additional
$7 billion becoming available if certain conditions are met.

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and currently
employs about 31,000 people worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on May 4, 2007,
Standard & Poor's Ratings Services affirmed its 'BB+/B-1'
counterparty credit rating on GMAC LLC.  The outlook was revised
to negative from developing.


GSAMP TRUST: Moody's Assigns Low-B Ratings to Two Class Certs.
--------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by GSAMP Trust 2007-HSBC1, and ratings ranging
from Aa3 to Ba2 to the subordinate certificates in the deal.

The securitization is backed by subprime, adjustable-rate and
fixed-rate, first-lien residential mortgage loans originated by
HSBC Finance Corporation.  The ratings are based primarily on the
credit quality of the loans and on the protection against credit
losses provided by subordination, excess interest, and
overcollateralization.

The certificates also benefit from an interest rate swap agreement
between the trust and Goldman Sachs Mitsui Marine Derivative
Products L.P.  The senior certificate will also benefit from a
Financial Guaranty Insurance Policy provided by Financial Security
Assurance Inc.  Moody's expects collateral losses to range from
4.90% to 5.40%.

Avelo Mortgage L.L.C. will service all of the mortgage loans in
the transaction.  Wells Fargo Bank N.A. will act as master
servicer.  Moody's assigned Wells Fargo its top servicer quality
rating of SQ1 as a master servicer of residential mortgage loans.

The complete rating actions are:

GSAMP Trust 2007-HSBC1

Mortgage Pass-Through Certificates, Series 2007-HSBC1

-- Class A, Assigned Aaa
-- Class M-1, Assigned Aa3
-- Class M-2, Assigned A1
-- Class M-3, Assigned A2
-- Class M-4, Assigned A3
-- Class M-5, Assigned Baa1
-- Class M-6, Assigned Baa2
-- Class M-7, Assigned Baa3
-- Class M-8, Assigned Ba1
-- Class M-9, Assigned Ba2


GSV INC: Brooks Station Extends Forbearance to March 1, 2008
------------------------------------------------------------
GSV Inc. and Brooks Station Holdings Inc. entered into an  
agreement, dated as of Aug. 31, 2007, pursuant to which Brooks
Station agreed to extend the maturity of a promissory note issued
by GSV on July 21, 2003 from Sept. 1, 2007, to March 1, 2008, and
to waive any claim  against GSV or its assets arising from GSV's
failure to repay the note on the original maturity date.

The note had an original principal amount of $200,000 and accrued
interest of $45,333.33 through Aug. 31, 2007.  It bears interest
at a rate of 8% per annum and is secured by a lien on all of GSV's
assets.  

With  the  execution  of the agreement, GSV paid Brooks Station
$20,000 of the accrued and unpaid interest on the note and $20,000
of the  principal balance of the note, thus reducing the
outstanding  principal balance of the note to $180,000 and the
accrued interest to $25,333.33.

Based in Westport, Connecticut, GSV Inc. (OTC BB: GSVI) --
http://www.gsv.com/-- is an oil and gas exploration company.
Through its subsidiary, Century Royalty LLC, the company holds
interests in certain oil and gas properties in Texas and
Louisiana.  The company recently acquired ownership participation
in a number of oil and gas prospects in Texas.

                       Going Concern Doubt

UHY LLP raised substantial doubt about GSV Inc.'s ability to
continue as a going concern after auditing the company's financial
statements as of Dec. 31, 2006.  UHY reported that the company
incurred recurring operating losses, and it has negligible working
capital at Dec. 31, 2006.  The auditing firm added that the
company's expected future sources of revenue will be derived from
its investments in oil and gas, however, the attainment of
profitability from these investments is not assured.


GXS WORLDWIDE: Moody's Lifts Proposed Second Lien Loans' Rating
---------------------------------------------------------------
Moody's Investors Service raised the ratings for the proposed
second lien loans of GXS Worldwide Inc. to B3 from Caa1 based on
the effects of a change in the proposed refinancing of the
company.

Total debt remains the same following the change; however, the
composition of the capital structure has been changed wherein the
second lien term loan has been increased to $175 million from
$131.5 million, the first lien term loan has been decreased from
$378.5 million to $335 million, and the $50 million revolver and
unrated $55 million holding company PIK note amounts remain
unchanged.

Although the structural change does not impact the corporate
family rating, the impact on the individual tranches based on
Moody's Loss Given Default methodology includes an increase of the
second lien rating to B3 from Caa1 as well as new LGD assessments
for all the debt instruments.  The increase in the second lien
rating is driven primarily by the reduced amount of debt senior to
it.

This rating has been changed:

-- $175 million senior secured second lien term loan due 2013
    to B3, LGD5 (76%) from Caa1, LGD5 (79%)

These ratings are unchanged (except for LGD assessments):

-- Corporate family rating, B2

-- Probability of Default, B2

-- $50 million senior secured revolving credit facility due
    2012, Ba3, LGD2 (27%) from Ba3, LGD3 (31%)

-- $335 million senior secured first lien term loan due 2012,
    Ba3, LGD2 (27%) from Ba3, LGD3 (31%)

The ratings outlook is stable.

GXS is refinancing its capital structure as discussed in our July
13, 2007 press release.  The changes will modestly increase the
interest cost to the company but not enough to have an impact on
the corporate family rating.

Headquartered in Gaithersburg, Maryland, GXS Worldwide Inc.
provides supply chain management network services and software.
Revenues were $386 million in 2006.


HEALTHSPRING INC: Moody's Places Senior Debt Rating at Ba3
----------------------------------------------------------
Moody's Investors Service assigned a Ba3 senior debt rating to
HealthSpring, Inc.'s proposed senior secured credit facility
consisting of a $300 million term loan and a $100 million
revolving credit facility.  Proceeds from the term loan will be
used to finance the acquisition of Leon Medical Centers Health
Plans Inc.

In conjunction with this rating, Moody's also assigned a corporate
family rating of Ba3 to HealthSpring and Ba1 insurance financial
strength ratings to HealthSpring's regulated operating
subsidiaries: HealthSpring of Tennessee, Inc., Texas HealthSpring,
LLC, and HealthSpring of Alabama, Inc.  The outlook on the ratings
is stable.

The rating agency said that the company's ratings are driven by
its concentration in the Medicare market, small membership base,
limited geographic area and comparatively low consolidated NAIC
risk-based capital level, offset by a relatively stable earnings
profile and moderate financial leverage.  Moody's stated that with
the issuance of the debt, the adjusted financial leverage (debt to
capital, where debt includes operating leases) is initially
expected to be slightly above 30%.  

The company has not operated with significant amounts of debt in
the recent past and it intends to repay the debt as quickly as
possible.  While the company is sufficiently capitalized to meet
all state requirements, the consolidated risk-based capital ratio
was about 100% of company action level at the end of 2006;
however, the company expects to maintain an RBC of 125% CAL going
forward.

Moody's stated that HealthSpring has a leading market position in
the Tennessee, Texas, and Alabama service areas, and has a
relatively small, but growing, presence in Illinois and
Mississippi.  However, overall Medicare Advantage membership
(excluding Part D) was only about 125,200 as of June 30, 2007. The
rating agency stated that this small membership base exposes the
company to earnings volatility and notes that in the first half of
2007, the company experienced an unexpected spike in its medical
loss ratio in several localities.  The acquisition of Leon Health
Plans will add about 25,000 Medicare Advantage members and provide
an entree into the Medicare-rich Florida market.

Moody's notes that the success of Leon Health Plans has been
highly dependent on the operation of Leon Medical Centers, which
operates in a limited geographical area.  While HealthSpring has
obtained a long term exclusive provider contract with Leon Medical
Centers, any impairment to this contract will seriously jeopardize
the future earnings potential of Leon Health Plans.  In addition,
according to the rating agency, there are unique risks associated
with the Medicare managed care business.  The most serious and
current concern is the future level of reimbursements to managed
care companies like HealthSpring as political pressure and
budgetary concerns at the federal government place pressure on
Medicare funding.  Moody's notes, however, that HealthSpring does
not offer private fee for service Medicare Advantage plans, which
in Moody's opinion, are the most likely target for reimbursement
reductions.

Offsetting these risks, according to the rating agency, is
HealthSpring's track record of managing medical costs - with
medical loss ratios historically below 80% - strong non-regulated
cashflow generation, a shared risk and pay for quality provider
contracting model and an experienced management team.  While
HealthSpring has been successful in growing membership
organically, Moody's expects that the company will continue to be
more active in acquisitions as opportunities arise in the future.  
Moody's commented that acquisitions and expansions are considered
to raise the level of operational risk in connection with
diverting management's focus and integration issues.

The rating agency stated that the ratings could move up if NAIC
RBC rises above 150% of company action level, debt to EBITDA is
lowered to below 1x, and EBIT interest coverage is at least 7x.
Moody's also indicated that the ratings could be raised if there
is significant product and geographic diversification. However, if
there is a loss or impairment of one or more of HealthSpring's
Medicare contracts, if RBC falls below 100% CAL, if the Medicare
MLR is 85% or greater over a twelve month period, or if
HealthSpring loses its exclusive provider contract with Leon
Medical Centers, the ratings could be lowered.

These ratings were assigned with a stable outlook:

HealthSpring, Inc.

-- senior secured debt rating of Ba3; corporate family rating
    of Ba3;

HealthSpring of Tennessee, Inc.

-- insurance financial strength rating of Ba1;

Texas HealthSpring, LLC

-- insurance financial strength rating of Ba1;

HealthSpring of Alabama, Inc.

-- insurance financial strength rating of Ba1;

HealthSpring Inc. is headquartered in Nashville, Tennessee.  For
calendar year 2006, total revenue was $1.3 billion with medical
membership (excluding Part D) of about 147,100.  As of Dec. 31,
2006 the company reported shareholders' equity of
$575 million.

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


HOLOGIC INC: Moody's Places Corporate Family Rating at Ba3
----------------------------------------------------------
Moody's Investors Service assigned a Ba3 Corporate Family Rating
to Hologic Inc.  Moody's also assigned a Ba3 rating to Hologic's
proposed credit facilities and a Speculative Grade Liquidity
Rating of SGL-2.  The SGL-2 reflects our expectation for good
liquidity over the next twelve months.  The outlook for the
ratings is stable.  This is the first time Moody's has assigned
ratings to Hologic.

The Ba3 Corporate Family Rating is supported by the considerable
size and scale of the combined company and the improvement in
Hologic's revenue diversification as a result of the combination
with Cytyc.  The rating reflects the two companies' strong
competitive positions in their respective core markets, high
profitability margins and demonstrated history of good cash flow
generation.  Further, Moody's believes that over the long-term the
merger with Cytyc provides Hologic with an improved sales platform
and administrative infrastructure to enable the company to
continue to grow revenues at a significant pace.

However, the ratings are constrained by the significant increase
in financial leverage and operating risk as a result of the
merger, as well as the ensuing deterioration of cash flow coverage
of debt metrics.  While the company is expected to generate solid
free cash flow, which could be used to repay debt, the ratings
reflect the lack of a meaningful deleveraging track record, as
neither company has ever operated with a significant amount of
debt.  The ratings also take into consideration the risk of
disruption to the businesses resulting from the integration of two
companies of such considerable size.

All ratings are subject to review of final documentation.

Ratings assigned:

Hologic Inc.:

-- $200 million senior secured revolving credit facility due
    2012; Ba3, LGD3, 49%

-- $250 million senior secured tranche A term loan due 2012;
    Ba3, LGD3, 49%

-- $850 million senior secured tranche B term loan due 2013;
    Ba3, LGD3, 49%

-- $1,250 million senior secured term loan due 2008; Ba3,
    LGD3, 49%

-- Corporate Family Rating; Ba3

-- Probability of Default Rating; Ba3

-- Speculative Grade Liquidity Rating; SGL-2

The outlook for the ratings is stable.

Hologic is a leading developer, manufacturer and supplier of
diagnostic and medical imaging systems primarily dedicated to
serving the healthcare needs of women.  The company is focused on
mammography and breast care technologies as well as on
osteoporosis assessment.  Hologic's customers include hospitals,
imaging clinics and private practices.  The company reported
revenues of $690 million for the twelve months ended June 30,
2007.

Cytyc is a medical device company that develops, manufactures and
markets diagnostic and surgical products.  The company's products
cover a range of cancer and women's health applications including
cervical cancer screening, treatment of excessive menstrual
bleeding and radiation treatment of early-stage breast cancer.  
The company reported revenues of $675 million for the twelve
months ended June 30, 2007.


INDEPENDENCE VALLEY: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: Independence Valley Ranch, LLC
        P.O. Box 463
        Wells, NV 89835

Bankruptcy Case No.: 07-51215

Chapter 11 Petition Date: September 12, 2007

Court: District of Nevada (Reno)

Debtor's Counsel: Alan R. Smith, Esq.
                  505 Ridge Street
                  Reno, NV 89501
                  Tel: (775) 786-4579

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its Largest Unsecured Creditor:

   Entity                      Nature of Claim        Claim Amount
   ------                      ---------------        ------------
Elko County Treasurer          Real Property Taxes          $6,750
571 Idaho Street
Room 101
Elko, NV 89801


INDYMAC RMBS: Fitch Junks Rating on Class B-4 Mortgage Loans
------------------------------------------------------------
Fitch Ratings has taken rating actions on these IndyMac RMBS
issue:

IndyMac MBS RAST 2006-A10

  -- Class A affirmed at 'AAA';
  -- Class B-1 downgraded to 'AA-' from 'AA';
  -- Class B-2 downgraded to 'BBB' from 'A';
  -- Class B-3 downgraded to 'B' from 'BBB';
  -- Class B-4 downgraded to 'C/DR5' from 'BB'.

The mortgage loans consist of conventional fixed-rate loans and
are secured by first liens on one- to four-family residential
mortgages.  As of the July 2007 distribution date, the transaction
is 24 months seasoned and the pool factor (current mortgage loan
principal outstanding as a percentage of the initial pool) is
approximately 80%.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $187.5 million of outstanding certificates.

The downgrades reflect deterioration in the relationship between
CE and future loss expectations and affect approximately $11.3
million in outstanding certificates.

Approximately 7.74% of the pool for series 2006-A10 is more than
60 days delinquent.  This includes foreclosures and real estate
owned (REO) of 3.30% and 0.71%, respectively.  The B-4 bond
currently has $2.2 million (1.1%) of CE.


INTERPOOL INC: Completed Deal Prompts Fitch to Withdraw Ratings
---------------------------------------------------------------
Fitch Ratings has withdrawn Interpool Inc's 'BB+' Issuer Default
Rating and all related ratings following the completion of the
company's acquisition by affiliates of Fortress Investment Group
LLC on July 19, 2007.  As part of the acquisition, all outstanding
debt has been repaid.  The company was on Rating Watch Negative;
however, since there are limited details and financial information
available regarding Fortress' post-acquisition plans for IPX,
Fitch is withdrawing the ratings listed below and will no longer
provide rating coverage of IPX and its related subsidiaries.

These ratings have been withdrawn:

Interpool Inc.

  -- Long-term Issuer Default Rating 'BB+';
  -- Senior unsecured debt 'BB+';
  -- Senior secured credit facility 'BBB-'.

Interpool Containers Limited

  -- Long-term Issuer Default Rating 'BB+'.

Interpool Capital Trust

  -- Preferred stock 'BB-'.


INTERSTATE BAKERIES: Snubs Teamsters' Effort on Calif. Operations
-----------------------------------------------------------------
Interstate Bakeries Corporation has refused to consider putting
the closing of Southern California bread operations on hold
pending further discussions, International Brotherhood of
Teamsters negotiators stated.  It has also refused to guarantee
that if workers agree to concessions, the company will not close
the rest of the operations anyway.

It has even refused to promise that work 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 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,"
Richard Volpe, Bakery Conference Director, 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."

Teamsters negotiators have broken off talks with Interstate
Bakeries 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 disclosed
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," Jim Hoffa,
International Brotherhood of Teamsters General President, said.
"Our members will take the necessary actions to show the company
that they are prepared to stand and fight for their livelihoods."

    
                   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: Reports on Progress in BCTGM Talks
-------------------------------------------------------
Interstate Bakeries Corp. issued a statement regarding
negotiations with the Bakery, Confectionery, Tobacco Workers and
Grain Millers International Union.

IBC has had three days of long and productive discussions with
representatives of BCTGM.  IBC is encouraged to report that it has
made progress finding solutions to the challenges facing IBC,
including Path-to-Market and cost structure issues.

"Our company values its relationship with the BCTGM and its
members and is committed to reaching an agreement that will enable
us to survive and preserve the jobs of our employees," Dave
Loeser, Acting Executive Vice President of Human Resources, said.  
"We look forward to continuing the discussions after the
observance of the religious holiday."

As IBC works to resolve the outstanding issues with the BCTGM, the
company is taking additional steps to better position it for the
future.

IBC also disclosed a plan to realign its organization in a new
cross-functional, matrix structure that will focus more clearly on
customers and improving quality, enhancing service-to-sales, and
lowering costs.

IBC believes this plan, and its continued relationship with the
BCTGM and its talented members, will assist it in its efforts to
help IBC achieve a brighter future.

                   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.


ION MEDIA: June 30 Balance Sheet Upside-Down by $1.88 Billion
-------------------------------------------------------------
Ion Media Networks Inc. reported total assets of $1.17 billion,
total liabilities of $2.40 billion, mandatorily redeemable and
convertible preferred stock of $651.5 million, and contingent
Class B common stock and stock option purchase obligations of
$5.4 million at June 30, 2007, resulting in a $1.88 billion total
stockholders' deficit.

The company incurred a net loss of $50.1 million in the three
months ended June 30, 2007, an increase from the $43.8 million net
loss reported in the same period last year, mainly due to an
impairment charge of approximately $1.5 million associated with
the sale of one of the company's low power television stations and
increased other expense, net.

Net revenues rose 3% to $55.5 million from $53.9 million, mainly
due to higher rates realized for direct response advertisements,
partially offset by lower revenues generated from infomercials.
     
Interest expense increased to $30.7 million from $28.8 million,
due to interest accrued on the $100 million of new debt issued
during 2007.
     
Dividends on mandatorily redeemable preferred stock increased to
$23.0 million from $19.6 million due to the issuance of Series F
Non-Convertible Preferred Stock issued in May of 2007 and, to a
lesser extent, a higher average number of outstanding shares of
the company's 14 1/4% Junior Exchangeable preferred stock in 2007.
     
The company also recorded a loss in the equity of unconsolidated
investments of approximately $1.0 million in the three months
ended June 30, 2007, with no comparable amount for the prior year.

                  Recapitalization Transactions

On May 3, 2007, the company entered into a Master Transaction
Agreement with NBC Universal Inc. and certain of its affiliates
and CIG Media LLC providing for a recapitalization of the company.  
The primary components of the Master Transaction Agreement
include:

  -- NBCU's assignment of its rights under the Call Agreement,
     dated Nov. 7, 2005, including the right to purchase the
     shares of the company's common stock held by Lowell W.
     Paxson, the company's  former chairman and chief executive
     officer, and his affiliates, with such shares representing a
     majority of the total voting power of the company's
     outstanding common stock;

  -- CIG's exercise of the Call Right;

  -- CIG's conducting of a cash tender offer to purchase any and
     all shares of the company's Class A Common Stock, which
     closed on June 15, 2007;

  -- CIG's investment of an additional $100 million in the company
     through the purchase, for cash, of newly issued convertible
     subordinated debt;

  -- The company conducting of an exchange offer and consent
     solicitation to holders of the 14-1/4% Preferred Stock and
     the 9-3/4% Preferred Stock to exchange their preferred stock
     for newly issued convertible subordinated debt and preferred
     stock; and

  -- The company entering into a new stockholders' agreement with
     CIG and NBCU which, upon becoming effective, provides that as
     long as either NBCU (together with its affiliates) or CIG
     (together with its affiliates) holds at least 25% of the
     voting power of the company, each such stockholder is
     entitled to approve certain actions involving the company.

                 Liquidity and Capital Resources

On May 4, 2007, the company received $100 million in cash proceeds
through the issuance of $100.0 million of 11% Series B Mandatorily
Convertible Senior Subordinated Notes due 2013 to CIG.

In accordance with the terms of the Master Transaction Agreement,
CIG has agreed to purchase from the company an additional
$15.0 million of Series B Notes for an equal amount of cash in
connection with professional fees and other expenses the company
incurred as a result of its entering into the Master Transaction
Agreement.  

As a result of the issuance of the Series B Notes, including the
additional $15 million of Series B Notes to be issued to CIG and
the additional convertible subordinated debt issued in the
Exchange Offer and related transactions, the company will have
issued an aggregate of $616.5 million of additional subordinated
indebtedness.  

Cash used in operating activities was $4.8 million for the first
six months of 2007, as compared to cash provided by operating
activities of $2.1 million for the first six months of 2006.  The
decrease is mainly due to $19.1 million of higher cash interest
payments in 2007, partially offset by advance payments received
from certain program content providers and lower restructuring and
other contractual payments in 2007.  Cash used in operating
activities in 2007 also includes $3.7 million of expenses related
to the recapitalization transactions.
     
Cash used in investing activities was $2.7 million in the first
six months of 2007, as compared to $10.8 million in the first six
months of 2006.  Capital expenditures, which consist primarily of
the costs of converting the company's stations to digital
broadcasting as required by the FCC and purchases of broadcast
equipment for its television stations, were $2.7 million and
$9.1 million for the six months ended June 30, 2007 and 2006,
respectively.

Cash provided by financing activities was approximately
$93.4 million in the first six months of 2007 due to the proceeds
from the issuance of the Series B Notes to CIG, net of expenses
related to the recapitalization transactions of approximately
$6.6 million.  Cash used in financing activities for the six
months ended June 30, 2006 was approximately $1.5 million, and is
comprised primarily of loan origination costs in connection with
the Dec. 30, 2005, refinancing transaction.

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?2341

                         About Ion Media

Headquartered in West Palm Beach, Florida, ION Media Networks Inc.  
(AMEX: ION) -- http://www.ionmedia.tv/-- owns and operates a     
broadcast television station group and ION Television, reaching
over 90 million U.S. television households via its nationwide
broadcast television, cable and satellite distribution systems.  
ION Television currently features popular television series and
movies from the award-winning libraries of Warner Bros., Sony
Pictures Television, CBS Television and NBC Universal.  In
addition, the network has partnered with RHI Entertainment, which
owns over 4,000 hours of acclaimed television content, to provide
high-quality primetime programming beginning July 2007.  

ION Media Networks has launched several new digital TV brands,
including qubo, a television and multimedia network for children
formed in partnership with Scholastic, Corus Entertainment,
Classic Media and NBC Universal, as well as ION Life, a television
and multimedia network dedicated to health and wellness for
consumers and families.

                           *     *     *

As reported in the Troubled Company Reporter on Aug 28, 2007,
Standard & Poor's Ratings Services affirmed its ratings on ION
Media Networks Inc., including the 'CCC+' corporate credit rating,
and removed them from CreditWatch, after the company completed a
comprehensive recapitalization.  S&P originally placed the ratings
on CreditWatch with developing implications on May 7, 2007, based
on the TV network's announcement that it had entered into an
agreement with Citadel Investment Group LLC and NBC Universal Inc.
for a comprehensive recapitalization of the company.


IWT TESORO: Wants to Employ Rattet Pasternak as Counsel
-------------------------------------------------------
I.W.T. Tesoro Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
permission to hire Rattet, Pasternak & Gordon-Oliver, L.L.P. as
their counsel.

Rattet Pasternak will:

   a. advice the Debtors with respect to their powers and duties
      as debtors-in-possession and the continued management of
      their property and affairs;

   b. negotiate with creditors of the Debtors and work out a plan
      of reorganization and take the necessary legal steps in
      order to effectuate a plan including negotiations with the
      creditors and other parties in interest;

   c. prepare the necessary answers, orders, reports and other
      legal papers required of a Debtor who seeks protection under
      Chapter 11;

   d. appear before the Court to protect the interest of the
      Debtors and to represent the Debtors in all matters pending
      before the Court;

   e. attend meetings and negotiate with representatives of
      creditors and other parties in interest;

   f. advise the Debtors in connection with any potential
      refinancing of secured debt and any potential sale of the
      business;

   g. represent the Debtors in connection with obtaining post-
      petition financing;

   h. take any necessary action to obtain approval of a disclosure
      statement and confirmation of a plan of reorganization;

   i. perform all other legal services for the Debtors which may
      be necessary for the preservation of the Debtors' estate and
      to promote the best interests of the Debtors, their
      creditors and its estate.

The Debtors will pay Rattet Pasternak on an hourly basis according
to these rates:

           Designation              Hourly Rate
           -----------              -----------
           Partners                 $415 - $550
           Counsel                      $140
           Associates               $250 - $385
           Paraprofessionals            $120

To the best of the Debtors' knowledge, the firm is a disinterested
person and does not hold or represent any interest adverse to the
Debtors' estates.

The firm can be reached at:

             Rattet, Pasternak & Gordon-Oliver, L.L.P.
             550 Mamaroneck Avenue
             Harrison, NY 10528
             Tel: (914) 381-7400
             Fax: (914) 381-7406

I.W.T. Tesoro Corporation, fka Ponca Acquisition Company, --
http://www.iwttesoro.com/-- is headquartered in New York City.   
The company and its subsidiaries are wholesale distributors of
building materials, specifically hard floor and wall coverings.  
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.  

The Debtor and its debtor-affiliates, International Wholesale
Tile, Inc. and American Gres, Inc., filed for Chapter 11
bankruptcy protection on Sept. 6, 2007 (Bankr. S.D. NY Lead Case
No.  07-12841).  As of June 30, 2007, the Debtors had total assets
of $39,798,579 and total debts of  $47,940,983.


IWT TESORO: Taps Donlin Recano as Claims & Noticing Agent
---------------------------------------------------------
I.W.T. Tesoro Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
permission to employ Donlin, Recano & Company, Inc. as their
claims, notice, and balloting agent.

The Debtors relate to the Court that they have over a thousand
creditors and other potential parties-in-interest.  The Debtors
believe that the Clerk's Office is not equipped to distribute
notices, process all of the proofs of claim filed, and assist in
the balloting process for the Debtors' large case, thus the need
to hire Donlin Recano.  Specifically, Donlin Recano will:

   a. notify all potential creditors of the filing of the Debtors'
      bankruptcy petitions and of the setting of the first meeting
      of creditors, pursuant to Bankruptcy Code Section 341(a);

   b. maintain an official copy of the Debtors' schedules of
      assets and liabilities and statement of financial affairs
      listing the Debtors' known creditors and the amounts the
      Debtors owe;

   c. notify all potential creditors of the existence and amount
      of their respective claims, as evidenced by the Debtors'
      books and records and as set forth in their schedules;

   d. furnish a notice of the last day for the filing of proofs of
      claim and a form for the filing of a proof of claim, after
      the notice and the form are approved by the Court;

   e. file with the Clerk an affidavit or certificate of service
      which includes a copy of the notice, a list of persons to
      whom it was mailed (in alphabetical order), and the date the
      notice was mailed, within 10 days of service;

   f. docket all claims received, maintain the official cliams
      registers for each of the Debtors on behalf of the Clerk,
      and provide the Clerk with certified duplicate unofficial
      claims registers on a monthly basis, unless otherwise
      directed;

   g. specify, in the applicable claims register, these
      information for each claim docketed:

        i. the claim number assigned;

       ii. the date received;

      iii. the name and address of the claimant and agent, if
           applicable, who filed the claim;

       iv. the filed amount of the claim, if liquidated; and

        v. the classification of the claim according to the proof
           of claim;

   h. relocate, by messenger, all of the actual proofs of claim
      filed to Donlin Recano, not less than weekly;

   i. record all transfers of claims and provide any notices of
      the transfers required by Bankruptcy Rule 3001;

   j. make changes in the claims register pursuant to Court Order;

   k. upon completion of the docketing process for all claims
      received to date by the Clerk's Office, turn over to the
      Clerk copies of the claims registers for the Clerk's review;

   l. maintain the claims register for public examination without
      charge during regular business hours;

   m. maintain the official mailing list for each Debtor of all
      entities that have filed a proof of claim, which list will
      be available upon request by a party-in-interest or the
      Clerk;

   n. assist with, among other things, solicitation, calculation,
      and tabulation of votes and distribution, as required in
      furtherance of confirmation of the plan;

   o. provide and maintain a Web site where parties can view
      claims filed, status of claims, and pleadings or other
      documents filed with the Court by the Debtors;

   p. in 30 days prior to the close of the cases, an order
      dismissing Donlin Recano would be submitted terminating its
      services upon completion of its duties and responsibilities
      and upon the closing of the case; and

   q. at the close of the case, box and transport all original
      documents in proper format, as provided by the Clerk's
      office, to the Federal Records Center.

In addition, the Debtors may utilize other services of Donlin
Recano like disbursing and related administrative services upon
request.

Donlin Recano's schedule of services charges are:

     Type of Service                  Hourly Rate
     ---------------                  -----------
     Date Input

          Clerical                        $35
          Admin. Proj. Specialist         $65

     Consulting
          Bankruptcy Consultant       $130 - $195
          IT Programming Consultant   $115 - $135
          Attorneys/Sr. Consultant    $200 - $250          

The Debtors tell the court that they have agreed to pay Donlin
Recano a total retainer of $5,000, which was paid in full prior to
the filing of the case.  The Debtors requested the Court that the
fees and expenses of Donlin Recano for its services be treated as
an administrative expense of the Debtors Chapter 11 estates and be
paid by the Debtors in the ordinary course of business, without
the need to file any fee applications or seek Court approval.

The Debtors assure the Court that Donlin Recano neither holds nor
represents any interest adverse to the Debtors' respective
estates.

The firm can be reached at:

             Donlin Recano & Company, Inc.
             419 Park Avenue South
             New York, NY 10016
             Tel: (212) 481-1411
             Fax: (212) 481-1416
             http://www.donlinrecano.com/

I.W.T. Tesoro Corporation, fka Ponca Acquisition Company, --
http://www.iwttesoro.com/-- is headquartered in New York City.   
The company and its subsidiaries distribute building materials,
specifically hard floor and wall coverings.  They are wholesalers
and 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.  

The Debtor and its debtor-affiliates, International Wholesale
Tile, Inc. and American Gres, Inc., filed for Chapter 11
bankruptcy protection on Sept. 6, 2007 (Bankr. S.D. NY Lead Case
No.  07-12841).  Dawn K. Arnold, Esq. and Jonathan S. Pasternak,
Esq. at Rattet, Pasternak & Gordon-Oliver, L.L.P. represent the
Debtors in their restructuring efforts.  As of June 30, 2007, the
Debtors had total assets of $39,798,579 and total debts of  
$47,940,983.


IWT TESORO: Wants Until October 21 to File Schedules & Statement
----------------------------------------------------------------
I.W.T. Tesoro Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for to
extend their deadline to file their schedule of assets and
liabilities and statement financial affairs through Oct. 21, 2007.

The Debtors relate to the Court that due to the size of the of
their creditor body, the Debtors anticipate they will not be able
to complete their schedule of assets and liabilities within the
statutory time frame of 15 days from the bankruptcy filing.

The Debtors further relate to the Court that they are currently
reviewing their books and records, which are needed to complete
the schedules.

                       About I.W.T. Tesoro

I.W.T. Tesoro Corporation, fka Ponca Acquisition Company, --
http://www.iwttesoro.com/-- is headquartered in New York City.   
The company and its subsidiaries distribute building materials,
specifically hard floor and wall coverings.  They are wholesalers
and 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.  

The Debtor and its debtor-affiliates, International Wholesale
Tile, Inc. and American Gres, Inc., filed for Chapter 11
bankruptcy protection on Sept. 6, 2007 (Bankr. S.D. NY Lead Case
No.  07-12841).  Dawn K. Arnold, Esq. and Jonathan S. Pasternak,
Esq. at Rattet, Pasternak & Gordon-Oliver, L.L.P. represent the
Debtors in their restructuring efforts.  As of June 30, 2007, the
Debtors had total assets of $39,798,579 and total debts of  
$47,940,983.


JP MORGAN: Fitch Affirms B- Rating on $4.8MM Class M Certs.
-----------------------------------------------------------
Fitch Ratings upgrades two classes of JP Morgan Chase, series
2001-CIBC2 commercial mortgage pass-through certificates as:

  -- $28.9 million class E to 'AA+' from 'AA';
  -- $12 million class F to 'AA' from 'AA-'.

In addition, Fitch affirms these classes:

  -- $79.5 million class A2 at 'AAA';
  -- $561.4 million class A3 at 'AAA';
  -- Interest-only class X1 at 'AAA';
  -- Interest-only class X2 at 'AAA';
  -- $38.5 million class B at 'AAA';
  -- $38.5 million class C at 'AAA';
  -- $14.4 million class D at 'AAA';
  -- $25.3 million class G at 'BBB+';
  -- $7.2 million class H at 'BBB-';
  -- $7.2 million class J at 'BB';
  -- $12 million class K at 'B+';
  -- $4.8 million class L at 'B';
  -- $4.8 million class M at 'B-'.

Fitch does not rate the $7 million class NR.  Class A1 has paid in
full.

The upgrades reflect additional defeasance and paydown since
Fitch's last rating action.  As of the August 2007 distribution
date, the pool's aggregate principal balance has been reduced by
12.5% to $841.5 million from $961.7 million at issuance.  In
addition, seven loans, 4.5% of the pool, have defeased since the
last ratings action.  In total, 40 loans, 32.8% of the pool, have
defeased, including four of the 10 largest loans (14.7%).

There is currently one specially serviced loan (0.2%) secured by
two industrial/ warehouse properties in West Chicago, IL.  The
loan is 30+ days delinquent.  In addition, 17 loans (11.4%) are
considered Fitch Loans of Concern.  These include the specially
serviced loan, loans with DSCR's below 1 times, low occupancy or
other performance issues.  Fitch will continue to closely monitor
these loans for any performance deterioration.

Fitch reviewed the performance of Collin Creek Mall (8.2%), which
maintains an investment grade credit assessment.  The loan is
secured by 332,055 square feet of in-line space within a regional
shopping center located in Plano, Texas.  Occupancy as of June
2007 was 93%, consistent with 91% at year-end 2006 and 92% at YE
2005.


KRISPY KREME: Posts $27 Million Net Loss in 2007 Second Quarter
---------------------------------------------------------------
Krispy Kreme Doughnuts Inc. reported net loss of $27 million for
the 2008 second quarter ended July 29, 2007, compared to a net
loss of $4.6 million in the comparable period last year.

Impairment charges and lease termination costs totaled
$22.1 million in the second quarter this year, compared to
$382,000 in the second quarter of fiscal 2007.  The current year
charge includes about $10.6 million arising from the decision to
divest the company's manufacturing and distribution facility in
Illinois.  Most of the remainder of the charge relates to
underperforming stores, including stores closed and likely to be
closed.

During the second quarter of fiscal 2008, 19 new Krispy Kreme
stores, comprised of 3 factory stores and 16 satellites, were
opened systemwide, and 12 Krispy Kreme stores, comprised of 5
factory stores and 7 satellites, were closed systemwide.  

During the second quarter, the company prepaid $5 million of the
balance outstanding under its term loan, bringing total
prepayments for the six months ended July 29, 2007, to
$14.3 million, including $4.3 million prepaid using the proceeds
of certain asset sales and a $5 million prepayment in the first
quarter of the fiscal year.  

Several franchisees were experiencing financial pressures which
appear to have become exacerbated during the second quarter.  
Franchisees closed 13 stores in the first six months of fiscal
2008, and the company believes that the closure of a significant
number of additional franchise stores is likely during the balance
of the fiscal year.  

As of July 29, 2007, the maximum additional indebtedness permitted
under the term loan financial covenants was about $8 million.  
Based on the company's current forecast of fiscal 2008 results,
the company anticipates that an additional prepayment of about $5
million will be necessary in the third quarter of fiscal 2008, in
order to continue to comply with the financial covenants.

As of July 29, 2007, the company's consolidated balance sheet
reflects cash of about $25 million, and indebtedness of
$96 million.

At July 29, 2007, the company had total assets of
$255.9 million, total liabilities of $168.5 million, and total
stockholders' equity of $87.4 million.

Full-text copies of the company's financials are available for
free at http://ResearchArchives.com/t/s?232b

"After several quarters of progress on our turnaround, second
quarter results did not meet our expectations," Daryl Brewster,
the company's president and chief executive officer, said.  "We
are taking steps to transform the company and improve its
performance."  These steps include:

   i. closing or improving underperforming company shops;

  ii. planning to divest an underutilized manufacturing
      facility in the KK Supply Chain to lower costs, and
      evaluating strategic options related to other aspects of
      the supply chain;

iii. realigning company Stores and Franchise management and
      reducing the cost of store support functions;

  iv. continuing international expansion;

   v. opening small retail stores through our domestic and
      international franchisees;

  vi. cooperating with franchisees who are restructuring their
      operations;

vii. continuing to focus on reducing G&A costs;

viii. continuing marketing efforts and driving product
      innovation; and

  ix. developing plans to refranchise certain geographic
      markets.

The company is developing a strategy to refranchise certain
geographic markets, consisting principally of markets outside the
company's traditional base in the Southeast.  The franchise rights
and other assets in many of these markets were acquired by the
company in business combinations in prior years.  The company's
strategy is to focus on the development of small retail stores,
including hot shops, fresh shops and kiosks, in a limited number
of geographic markets inside of the company's traditional base in
the Southeast where the company believes it can achieve market
scale.

               About Krispy Kreme Doughnuts

Headquartered in Winston-Salem, North Carolina, Krispy Kreme
Doughnuts Inc. (NYSE: KKD) -- http://www.krispykreme.com/--   
retails doughnuts.  There are about 411 Krispy Kreme stores
including satellites operating system-wide in 41 U.S. states,
Australia, Canada, Hong Kong, Indonesia, Japan, Kuwait, Mexico,
the Philippines, the Republic of South Korea, the United Arab
Emirates and the United Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 6, 2007,
Standard & Poor's Ratings Services placed Krispy Kreme Doughnuts
Inc.'s corporate credit rating at 'B-', with a negative outlook.


LB COMMERCIAL: Fitch Holds B- Rating on $17.3MM Class K Certs.
--------------------------------------------------------------
Fitch Ratings affirms LB Commercial Mortgage Trust's commercial
mortgage pass-through certificates, series 1998-C1 as:

  -- $262.3 million class A-3 at 'AAA';
  -- Interest only class IO at 'AAA';
  -- $86.4 million class B at 'AAA';
  -- $86.4 million class C at 'AAA';
  -- $90.7 million class D at 'AAA';
  -- $34.6 million class E at 'AAA';
  -- $51.8 million class F at 'AAA';
  -- $34.6 million class G at 'AA';
  -- $17.3 million class H at 'A';
  -- $43.2 million class J at 'BB-';
  -- $17.3 million class K at 'B-'.

The $17.3 million class L remains at'C/DR6'.  Fitch does not rate
the $4.5 million class M certificates.  Classes A-1 and A-2 have
paid in full.

While the transaction has had an additional 13.6% pay down and
9.4% defeasance since the last Fitch rating action, there are
currently 13.6% Fitch loans of concern, including three specially
serviced assets with projected losses.  Additionally, 18.4% of the
loans will mature during the remainder of 2007.

As of the August 2007 distribution date, the collateral balance
has been reduced 56.8% to $746.2 million from $1.73 billion at
issuance.  In total, 42 loans (34%) have defeased.

Three assets (2.6%) are in special servicing.  The largest
specially serviced asset (2%) is a retail center in Kansas City,
MO that is real estate owned.  As of June 2007 occupancy was 50%,
the special servicer is attempting to increase occupancy at the
property before listing it for sale.

The second largest specially serviced asset (0.5%) is an REO
office property in Nashville, TN.  The July 2007 occupancy was 51%
and the property is currently listed for sale.  The third
specially serviced asset (0.1%) recently transferred due to not
paying off the loan on the scheduled August 1 maturity date

Fitch projected losses on the specially serviced assets are
expected to deplete class M and significantly impact class L.


LEXINGTON CAPITAL: Poor Collateral Cues Fitch to Lower Ratings
--------------------------------------------------------------
Fitch downgrades seven classes and affirms two classes of notes
issued by Lexington Capital Funding III, Ltd.  These rating
actions are effective immediately:

  -- $480,000,000 class A-1 notes affirmed at 'AAA';

  -- $240,000,000 class A-2 notes affirmed at 'AAA';

  -- $160,500,000 class A-3 notes downgraded to 'AA' from
     'AAA';

  -- $70,725,000 class B notes downgraded to 'A' from 'AA';

  -- $50,200,000 class C notes downgraded to 'A-' from 'AA-';

  -- $40,000,000 class D notes downgraded to 'BBB' from 'A';

  -- $35,650,000 class E notes downgraded to 'BBB-' from 'A-';

  -- $46,907,833 class F notes downgraded to 'BB' from 'BBB';

  -- $11,763,720 class G notes downgraded to 'B+' from 'BBB-'.

Lexington III is a hybrid collateralized debt obligation that
closed Jan. 11, 2007, and is managed by Harding Advisory LLC.   
Lexington III has a revolving portfolio composed of residential
mortgage-backed securities (92.1%), commercial mortgage-backed
securities (0.6%) and CDOs (6.6%).  Currently, 87.1% of the
portfolio is invested in synthetic collateral and 12.9% in cash
securities.  Lexington III will exit its reinvestment period in
April 2011.  Included in this review, Fitch discussed the current
state of the portfolio with the asset manager and their portfolio
management strategy going forward.  Fitch conducted cash flow
modeling utilizing various default timing and interest rate
scenarios to measure the breakeven default rates going forward
relative to the cumulative default rates associated with the
current ratings of the note liabilities.

The downgrades to the class A-3, B, C, D, E, F and G notes are the
result of collateral deterioration.  Since closing, 26.9% of the
portfolio has been downgraded by at least one of the rating
agencies.  As a result, all of the overcollateralization ratios
have declined by an average of 2.4% below their effective date
levels due to haircuts to below investment grade securities in the
OC calculation.  The reinvestment period will end early if the
class G OC ratio falls below 100%; according to the most recent
trustee report dated July 31, 2007 it is at 103.5%.  The weighted
average rating factor as of this report is 5.2 (BBB/BBB-), which
passes its threshold of 6.06.   However, this reported WARF does
not take into account downgrades to 20.8% of the portfolio of
assets since July 31 that impact the Fitch WARF calculation.

The ratings of the class A-1, A-2, A-3, B, and C notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.  The
ratings of the class D, E, F, and G 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.

This rating analysis also incorporated Fitch's revised methodology
for rating structured finance CDOs.


LIBERTY MEDIA: Sets Special Meeting of Stockholders on October 23
-----------------------------------------------------------------
Liberty Media Corp will hold a special meeting of stockholders on
Oct. 23, 2007, at 9:00 a.m. local time at the Denver Marriott
South at Park Meadows, 10345 Park Meadows Drive, Littleton,
Colorado.  The record date for the special meeting is 5:00 p.m.,
New York City time, on Sept. 6, 2007.

Holders of record of Liberty Capital common stock and Liberty
Interactive common stock as of the record date will be entitled to
vote at the special meeting on a series of proposals related to
the proposed reclassification of the Liberty Capital common stock
into two new tracking stocks, one to retain the designation
Liberty Capital common stock, and the other to be designated as
Liberty Entertainment common stock.  Liberty has filed a
preliminary proxy statement/prospectus related to the proposals to
be submitted for stockholder approval at the special meeting.

Subject to the prior effectiveness of Liberty's registration
statement, Liberty anticipates that it will commence mailing on
Sept. 13, 2007, to holders of Liberty Capital common stock and
Liberty Interactive common stock as of the record date a Notice of
Internet Availability of Proxy Materials.  The Notice will inform
holders of the electronic availability of the proxy materials
described above and will describe other important information
concerning the proxy solicitation.

                       About Liberty Media

Headquartered in Englewood, Colorado, Liberty Media Corporation
(NasdaqGS: LINTA) -- http://www.libertymedia.com/-- owns  
interests in a broad range of electronic retailing, media,
communications and entertainment businesses.  Those interests are
attributed to two tracking stock groups: the Liberty Interactive
group, which includes Liberty's interests in QVC, Provide
Commerce, IAC/InterActiveCorp, and Expedia, and the Liberty
Capital group, which includes Liberty's interests in Starz
Entertainment, News Corporation, and Time Warner.

                          *     *     *

Fitch Ratings assigned a BB long-term issuer default rating and a
BB senior unsecured debt rating to Liberty Media Corporation on
Dec. 22, 2006.  The rating still holds to this date.


LIBERTY MEDIA: Earns $1 Billion in Second Quarter Ended June 30
---------------------------------------------------------------
Liberty Media Corp. reported net income of $1.0 billion in the
second quarter ended June 30, 2007, an increase from the
$478.0 million net earnings reported in the same period last year,
mainly due to increased revenues.

In addition, the company recognized $107 million in earnings from
discontinued operations in 2007 compared to a $4 million loss from
discontinued operations in 2006.  The 2007 earnings from
discontinued operations include pre-tax gains $163.0 million from
the disposition ofAscent Entertainment Group Inc.

Consolidated revenue rose 8.3% to $2.19 billion from
$2.02 billion, due primarily to a $63.0 million increase for QVC,
$66.0 million generated by Starz Media, which the company acquired
in August 2006, and $50.0 million generated by the Atlanta Braves,
which was acquired in May 2007.  These increases were partially
offset by a $27.0 million decrease for TruePosition.  

Consolidated operating cash flow decreased $7.0 million or 1.7%,
to $417.0 million as compared to the corresponding three month
period.  The decrease is due primarily to an $18.0 million
decrease in operating cash flow for TruePosition due to the
aforementioned reduction in revenue and a $16.0 million operating
cash flow deficit for Starz Media partially offset by increases
for QVC, Provide, Starz Entertainment and the Atlanta Braves.  

Operating cash flow, which is revenue less cost of sales,
operating expenses and selling, general and administrative
expenses (excluding stock-based compensation), is a non-GAAP
measure used by the company to evaluate the company's businesses.  

The company recorded $18.0 million of stock compensation expense
for the three months ended June 30, 2007, compared with
$21.0 million for the comparable period in 2006.  

Consolidated operating income decreased $30.0 million to
$227.0 million for the three months ended June 30, 2007,
respectively, as compared to the corresponding prior year period.  

Consolidated interest expense decreased to $145.0 million for the
three months ended June 30, 2007, compared to $160.0 million in
2006.  However, interest expense attributable to the Interactive
Group increased $8.0 million for the three-month period.  Interest
expense attributable to the Capital Group decreased $23.0 million
million for the three months ended June 30, 2007.

Dividend and interest income increased to $64.0 million from
$39.0 million last year.  Interest income for the Capital Group
increased in 2007 due to higher invested cash balances.  Interest
and dividend income attributable to the Capital Group increased to
$52.0 million for the three months ended June 30, 2007, compared
to $29.0 million last year.
                                     
Realized and unrealized losses on financial instruments increased
to $251.0 million for the three months ended June 30, 2007,
compared to gains of $362.0 million reported in the same period
last year.  Realized and unrealized losses on financial
instruments attributable to the Capital Group amounted to
$247.0 million for the three months ended June 30, 2007.

Gains on dispositions of $629.0 million in 2007 include
$582.0 million related to the Time Warner Exchange and
$31.0 million related to the CBS Exchange.  This compares with
gains on dispositions of $303.0 million recorded in the three
months ended June 30, 2006.

For the three months ended June 30, 2007, the company recorded
pre-tax earnings of $530.0 million and an income tax benefit of
$372 million.  

At June 30, 2007, the company's consolidated balance sheet showed
$47.57 billion in total assets, $25.65 billion in total
liabilities, $892.0 million in minority interests in equity of
subsidiaries, and $21.02 billion in total stockholders' equity.

Full-text copies of the company's consolidated financials
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2345

                       About Liberty Media

Headquartered in Englewood, Colorado, Liberty Media Corporation
(NasdaqGS: LINTA) -- http://www.libertymedia.com/-- owns  
interests in a broad range of electronic retailing, media,
communications and entertainment businesses.  Those interests are
attributed to two tracking stock groups: the Liberty Interactive
group, which includes Liberty's interests in QVC, Provide
Commerce, IAC/InterActiveCorp, and Expedia, and the Liberty
Capital group, which includes Liberty's interests in Starz
Entertainment, News Corporation, and Time Warner.

                          *     *     *

Fitch Ratings assigned a BB long-term issuer default rating and a
BB senior unsecured debt rating to Liberty Media Corporation on
Dec. 22, 2006.  The rating still holds to this date.


LOUIS PEARLMAN: Court Okays Sale of Orlando, New Jersey Properties
------------------------------------------------------------------
The Hon. Arthur B. Briskman of the U.S. Bankruptcy Court for the
Middle District of Florida gave Sonnet R. Kapila, the Chapter 11
Trustee overseeing the bankruptcy proceeding of Louis J. Pearlman,
authority to sell the Debtor's New Jersey property.  

The property, a residential condominium unit located at 1515
Boardwalk Unit PH2 in Atlantic City, New Jersey, will be sold for
$335,000.

According to a report by the Associated Press, Judge Briskman also
ordered the sale of the Debtor's Orlando property for
$7.1 million.   

According to AP, citing court documents, Mr. Pearlman, 53, remains
in jail after being indicted on three counts of bank fraud and
single counts of mail and wire fraud.  Mr. Pearlman was arrested
in Indonesia sometime in June 2007, AP adds.

AP relates that Florida investigators have alleged that Mr.
Pearlman defrauded more than 1,000 investors of more than $315
million.  Banks have also declared that they are collectively owed
more than $120 million by Mr. Pearlman.

                     About Louis Pearlman

Louis Pearlman started Trans Continental Records which managed boy
bands such as the Backstreet Boys, 'N Sync, O-Town, Lyte Funky
Ones (LFO), Take 5, Natural and US5.  Other artists on the Trans
Continental's label included Aaron Carter, Jordan Knight, C Note,
and Smilez & Southstar.

On March 1, 2007, creditors Tatonka Capital Corporation, First
National Bank & Trust Co. of Williston, and American Bank of St.
Paul, and Integra Bank filed an involuntary chapter 11 petition
against Mr. Pearlman and his company, Trans Continental Airlines,
Inc. (Bankr. M.D. Fla. Case Nos. 07-00761 and 07-00762).  The
creditors disclosed an aggregate of more than $40 million in
claims.

Tatonka Capital is represented by Derek F. Meek, Esq., and Robert
B. Rubin, Esq., at Burr & Forman LLP, and Richard B Webber, II,
Esq., Zimmerman Kiser & Sutcliffe PA.  First national Bank is
represented by Raymond V. Miller, Esq., at Gunster Yoakley &
Stewart PA, and Richard P. Olson, Esq., at Olson & Burns PC.  
American Bank of St. Paul is represented by William P. Wassweiler,
Esq., at Rider Bennett LLP.  Integra bank is represented by
Lawrence E. Rifken, Esq., at McGuire Woods LLP.

Soneet R. Kapila, the chapter 11 trustee appointed to oversee Mr.
Pearlman's estate, is represented by Denise D. Dell-Powell, Esq.,
and Jill E. Kelso, Esq., at Akerman Senterfitt, and Gregory M.
Garno, Esq., and Paul J. Battista, Esq., at Genovese Joblove &
Battista PA.  

The Official Committee of Unsecured Creditors of Trans Continental
is represented by Robert J. Feinstein, at Pachulski Stang Ziehl &
Jones LLP.


MELVIN HARTER: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Melvin Harter Ministries, Inc.
        dba Miracle Valley Bible College
        dba Miracle Valley Assisted Living Home
        dba Miracle Valley Mobile Home & RV Park
        dba Miracle Valley Childcare Center
        dba Miracle Valley Church of God
        9210 East Miracle Valley Loop
        Hereford, AZ 85615

Bankruptcy Case No.: 07-01751

Type of Business: The Debtor is a religious organization that
                  operates a bible college, childcare center, and
                  senior care facility.
                  See http://www.miraclevalley.net/,
                  http://www.melvinharter.com/,
                  http://www.miraclevalleybiblecoll.org/,and
                  http://www.miraclevalleyassistedliving.org/

Chapter 11 Petition Date: September 11, 2007

Court: District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Dennis J. Wortman, Esq.
                  Dennis J. Wortman, P.C.
                  202 East Earll Drive, Suite 490
                  Phoenix, AZ 85012
                  Tel: (602) 257-0101
                  Fax: (602) 776-4544

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.


METABOLIFE INTERNATIONAL: Judge Hargrove to Confirm Plan
--------------------------------------------------------
The Hon. John J. Hargrove of the U.S. Bankruptcy Court for the
Southern District of California expects to confirm the Amended
Joint Plan of Liquidation Metabolife International Inc., nka MII
Liquidation Inc., and Alpine Health Products LLC, nka AHP
Liquidation LLC.

Court records show that Judge Hargrove will confirm the plan as
soon as an order is submitted.

                      Overview of the Plan

As reported in the Troubled Company Reporter on Aug. 24, 2007,
under the Amended Joint Liquidating Plan, as filed by the Debtors,
the Official Committee of Unsecured Creditors, the Official
Committee of Indemnity Creditors, and shareholders Michael Ellis,
William R. Bradley, and Michael Blevins, the Debtors will cease
their operations and pay their creditors from:

     * cash on hand;

     * insurance proceeds;

     * third-party settlement payments;

     * cash proceeds from the liquidation or sale of the remaining
       assets held by the Debtors; and

     * proceeds, if any, received in connection with the
       prosecution of Reserved Claims for Relief.

The Plan Proponents discloses that the Plan is being funded in
large part through  $45,850,858 in settlement payments made by
certain of the Debtors' Liability Insurers, Shareholders,
Idemnitees, Indemnitee Insurers, and D&P Insurers under a
Settlement Agreement.

                        Terms of the Plan

Under the Plan, Administrative Expense Claims, Priority Tax
Claims, Secured Claims and Priority Non-Tax Claims, are unimpaired
and will be paid in full.

Fully Insured Claims are also unimpaired and will be satisfied
from proceeds of the Fully Insured Liability Insurance Policies.

Convenience Claims will receive 50% of their claims.

Mediated Ephedra Claims will be determined by procedures set forth
in the MII Mediation Trust Agreement and CRF.  Holders will
receive 100% of the "compromised" claim amount determined solely
from the assets of the MII Mediation Trust.  Under the Settlement
Agreement, holders of Mediated Ephedra Claims agree to releases
and injunctions precluding pursuit o any claim against the
Debtors.

General Unsecured Creditors, on the effective date, will receive:

  * a share of the beneficial interest in the MII GUC Trust, and
  * periodic pro rata share payments from available cash.

General Unsecured Creditors are estimated to receive between 5% to
100% of their claims.

Holders of Subordinated Claims will receive a pro rata share of
available cash after all general  unsecured creditors are paid in
full.

Holders of Waived Claims and Equity Interests will receive no
distribution under the Plan.

                        About Metabolife

Headquartered in San Diego, California, Metabolife International
Inc. -- http://www.metabolife.com/-- sells dietary supplements
and management products in grocery, drug and mass retail locations
nationwide.  The Company and its subsidiary, Alpine Health
Products, LLC, filed for chapter 11 protection on June 30, 2005
(Jointly Administrated Under Bankr. S.D. Calif. Case No.
05-06040).  David L. Osias, Esq., and Deb Riley, Esq., at Allen
Matkins Leck Gamble & Mallory LLP, represent the Debtors in their
chapter 11 cases.  David J. Molton, Esq., and Steve B. Smith,
Esq., at Brown Rudnick Berlack Israels LLP, represent the Official
Committee of Unsecured Creditors.  Laura S. Taylor, Esq., at
Sheppard Mullin Richter & Hampton LLP, represents the Official
Committee of Indemnity Creditors.  Victor A Vilaplana, Esq., at
Foley & Larder LLP, represent shareholders Michael Ellis, William
R. Bradley, and Michael Blevins.  When the Debtors filed for
protection from their creditors, they listed $23,983,112 in total
assets and $12,214,304 in total debts.


MORGAN STANLEY: Fitch Holds Low-B Ratings on Five Cert. Classes
---------------------------------------------------------------
Fitch Ratings upgrades Morgan Stanley Dean Witter Capital I
Trust's commercial mortgage pass-through certificates, series
2000-LIFE2, as:

  -- $24.9 million class C to 'AAA' from 'AA+';
  -- $6.9 million class D to 'AA+' from 'AA';
  -- $18.8 million class E to 'A+' from 'A';
  -- $7.7 million class F to 'A-' from 'BBB+';
  -- $3.1 million class G to 'BBB+' from 'BBB'.

In addition, Fitch has affirmed these classes:

  -- $435.3 million class A-2 at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $23 million class B at 'AAA';
  -- $9.6 million class H at 'BBB-';
  -- $9.2 million class J at 'BB+';
  -- $3.1 million class K at 'BB';
  -- $4 million class L at 'B+';
  -- $6.7 million class M at 'B';
  -- $2.9 million class N at 'B-';
  -- $1 million class O at 'CCC'.

Fitch does not rate the $5.6 million class P certificates.  The
class A-1 certificate has been paid in full.

The rating upgrades are due to the transaction's stable
performance combined with increases in credit enhancement
resulting from paydown (7.3%) and defeasance (2%) since Fitch's
last rating action.  As of the August 2007 distribution date, the
pool has paid down 26.7% to $561.4 million from
$765.3 million at issuance.  In total, 11 loans, 7.7% of the pool,
has defeased.

Fitch reviewed the performance of the deal's credit assessed loan
(9.1%) and its underlying collateral, the Towers at Portside.  The
loan is secured by a 527-unit multifamily property located in
Jersey City, NJ.  As of year-end 2006, occupancy was 96%.  Based
on its stable performance, the loan maintains an investment grade
credit assessment.

There are currently no delinquent or specially serviced loans.


MORGAN STANLEY: Fitch Holds Junk Rating on $8.6MM Class N Certs.
----------------------------------------------------------------
Fitch Ratings upgrades Morgan Stanley Capital I Inc., commercial
mortgage pass-through certificates, series 1999-RM1, as:

  -- $23.6 million class H to 'AA-' from 'A+';
  -- $8.6 million class J to 'A' from 'A-'.

These classes are affirmed:

  -- $249.3 million class A-2 at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $43 million class B at 'AAA';
  -- $45.1 million class C at 'AAA';
  -- $12.9 million class D at 'AAA';
  -- $34.4 million class E at 'AAA';
  -- $17.2 million class F at 'AAA';
  -- $10.7 million class G at 'AAA';
  -- $12.9 million class K at 'BBB';
  -- $6.4 million class L at 'BBB-';
  -- $8.6 million class M at 'B+';
  -- $8.6 million class N at 'CCC'.

Fitch does not rate the $7.5 million class O certificates, and
class A-1 has paid in full.

The upgrades to classes H and J are due to the pool's additional
5.5% defeasance and 4.5% pay down since the last Fitch rating
action.  In total, 26 loans have defeased (25.1%), including three
of the top 10 loans (7.7%).  As of the August 2007 distribution
date, the transaction's aggregate principal balance has decreased
43.1% to $488.9 million from
$859.7 million at issuance.

Currently, one asset (1.5%) is specially serviced and real-estate
owned.  The asset is a 168,838 square foot retail center in
Madison, NC, that was 71% occupied as of July 2007.  The special
servicer is actively marketing the property for a sale.   Fitch
expects losses upon liquidation of this asset; however they are
anticipated to be absorbed by the non-rated class.


NORTHWEST AIRLINES: Court Rejects $4.2MM Bonuses for Attorneys
--------------------------------------------------------------
Judge Allan Gropper of the the U.S. Bankruptcy Court for the
Southern District of New York denied requests filed by Northwest
Airlines Corp.'s lead law firm, Cadwalader, Wickersham & Taft LLP,
for payment of a $3,500,000 bonus, according to The Associated
Press.

Judge Gropper held that for the lawyers to deserve a so-called fee
enhancement, their work should have a remarkable result that
couldn't be expected from lawyers being paid their regular fees,
the AP says.  The judge said average hourly rates of $500 already
provided adequate compensation.

According to the report, the Court further denied payment of a
$700,000 bonus to Otterbourg, Steindler, Houston & Rosen, P.C., a
firm representing creditors.  However, Cadwalader and Otterbourg,
with 22 other law firms and advisers in Northwest's Chapter 11
cases obtained approval for their regular fees aggregating
$118,800,000 and expenses totaling $5,400,000.

Judge Gropper directed Northwest to pay Cadwalader $35,400,000 in
fees and $2,200,000 in expenses; and Otterbourg, $7,000,000 in
fees and $210,231 in expenses.

Gropper has not yet ruled on FTI Consulting Inc.'s request for
payment of $1,000,000, on top of $6,000,000 in fees, and Lazard
Freres & Co.'s request for $3,500,000 on top of $5,200,000 in
fees, the AP says.  Lazard has argued that a bonus had been
negotiated at the start of the case.

                    About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--  
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce R.
Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq., at
Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee of
Unsecured Creditors has retained Akin Gump Strauss Hauer & Feld
LLP as its bankruptcy counsel in the Debtors' chapter 11 cases.

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.  

                         *     *     *

As reported in the Troubled Company Reporter on June 4, 2007,  
Standard & Poor's Ratings Services raised its ratings on Northwest
Airlines Corp. and its Northwest Airlines Inc. subsidiary,
including raising the long-term corporate credit ratings on both
entities to 'B+' from 'D', following their emergence from Chapter
11 bankruptcy proceedings.  The rating outlook is stable.

In addition, S&P assigned a 'BB-' bank loan rating, one notch
above the corporate credit rating, with a '1' recovery rating, to
Northwest Airlines Inc.'s $1.225 billion bankruptcy exit
financing, based on S&P's expectation of a full recovery of
principal in the event of a second Northwest bankruptcy.   That
bank facility converted from a debtor-in-possession credit
facility; S&P withdrew the 'BBB-' rating on the DIP facility.


NVE INC: Settles 126 Ephedra-Related Claims for $21.2 Million
-------------------------------------------------------------
N.V.E. Inc.'s Chapter 11 Plan of Reorganization became effective
on Sept. 5, 2007, allowing the company to settle 126 product
liability claims for $21,250,000 from a trust fund.  The Honorable
Novalyn L. Winfield of the U.S. Bankruptcy Court for the District
of New Jersey confirmed the Plan on August 22, 2007.

The Debtor's bankruptcy case represents the third ephedra-products
Chapter 11 case -- after the ephedra related bankruptcy cases of
Twinlab and Muscletech -- in which counsel for the general
unsecured creditors and, on their behalf, obtained consensual
plans which resolved the Product Liability Claims of tort
plaintiff creditors who claim injury from their use of the
debtor's ephedra-related products.

Under the Plan, the Debtor's 126 Product Liability Claims, which
arose from the sale of the Debtor's ephedra products prior to 2004
(when the FDA banned the sale of such products), will be settled
through the payment into a trust of $21,250,000 and the allocation
of those monies to the tort claimants under a process agreed to by
the tort claimants and supervised by Carmin Reiss, of Resolutions,
LLC.  The Debtor's trade creditors, who hold approximately
$8,000,000 in trade claims, will receive a payment directly from
the Debtor (not from the tort trust) equivalent to 35% percent of
their claim.

Based in Andover, New Jersey, NVE Inc., dba NVE Pharmaceuticals,
Inc., manufactures dietary supplements.  The Debtor is facing
lawsuits about its weight-loss products which contain the now-
banned herbal stimulant, Ephedra.  The company filed for chapter
11 protection on August 10, 2005 (Bankr. D. N.J. Case No.
05-35692).  Daniel Stolz, Esq., Leonard C. Walczyk, Esq., Michael
McLaughlin, Esq., and Steven Z Jurista, Esq., at Wasserman,
Jurista & Stolz, represent the Debtor in its restructuring
efforts.  Bruce J. Zabarauskas, Esq., at Thelen Reid Brown Raysman
& Steiner LLP, and David J. Molton, Esq., at Brown Rudnick Berlack
Israels LLP, represent the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it listed $10,966,522 in total assets and $14,745,605
in total debts.  The Court confirmed the Debtor's Chapter 11 Plan
of Reorganization on August 22, 2007.


PENN NAT'L: Inks Pact With Cloverleaf on Rosecroft Purchase
-----------------------------------------------------------
Penn National Gaming Inc. has executed a definitive agreement for
its acquisition of Rosecroft Raceway in Fort Washington, Maryland
from Cloverleaf Enterprises Inc.  

Last month, Penn National Gaming has entered into a binding letter
of intent to purchase Rosecroft Raceway from CEI.  The transaction
is expected to close during the fourth quarter of 2007, subject to
approval by the Maryland Racing Commission and other customary
conditions.  Financial details of the transaction were not
disclosed.

"Our planned acquisition of Rosecroft allows us to further
diversify what is already the nation's second largest portfolio of
horse racing assets," Peter M. Carlino, chief executive officer of
Penn National commented.  "We look forward to joining the Prince
George's County business community and to continuing to offer
exciting live racing at Rosecroft."

                    About Rosecroft Raceway

Located on 130 acres in Prince George's County, Washington, DC,
Rosecroft Raceway –- http://www.rosecroft.com/--  is a harness  
racing facility that runs 88 days of live standardbred racing a
year.  Opened in 1949, Rosecroft Raceway features a simulcast
wagering facility, a clubhouse lounge and dining area overlooking
the live action on the racetrack.

                    About Penn National Gaming

Headquartered in Wyomissing, Pennsylvania, Penn National Gaming  
Inc. (PENN: Nasdaq) -- http://www.pngaming.com/-- owns and     
operates casino and horse racing facilities with a focus on slot
machine entertainment.  The company presently operates eighteen
facilities in fourteen jurisdictions including Colorado, Illinois,
Indiana, Iowa, Louisiana, Maine, Mississippi, Missouri, New
Jersey, New Mexico, Ohio, Pennsylvania, West Virginia, and
Ontario. In aggregate, Penn National's operated facilities feature
nearly 23,000 slot machines, over 400 table games, approximately
1,731 hotel rooms and approximately 808,000 square feet of gaming
floor space.

                         *     *     *

As reported in the Troubled Company Reporter on June 20, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Penn National Gaming Inc. to 'BB-' from 'BB' and placed
the rating on CreditWatch with negative implications.


PIXELPLUS CO: Posts $1.8 Million Net Loss in Quarter Ended June 30
------------------------------------------------------------------
Pixelplus Co. Ltd. reported a net loss of $1.8 million for the
second quarter ended June 30, 2007, compared to a net loss of
$1.1 million in the first quarter of fiscal 2007, and a net loss
of $5.5 million in the second quarter of fiscal 2006.

Revenue for the second quarter of fiscal 2007 was $6.1 million,
compared to $4.4 million in the first quarter of fiscal 2007, and
$8.3 million in the second quarter of fiscal 2006.

Revenue for the first six months of fiscal 2007 was $10.5 million,
compared to $19.0 million for the same period in fiscal 2006.
Net loss for the first six months of fiscal 2007 was $3.0 million,
compared to a net loss of $7.9 million for the same period in
fiscal 2006.

The company sold approximately 3.0 million image sensors in the
second quarter of fiscal 2007, which represented an increase of
about 1.8 million units from its sale of around 1.2 million units
in the first quarter of fiscal 2007.  Separately, the company
provided approximately 7.4 million image sensors arising from its
supply of services to a leading Japanese module maker in the
second quarter of fiscal 2007, which represented a decrease of
about 800,000 units from its supply of around 8.2 million units in
the first quarter of fiscal 2007.  So, in terms of combined
figures, the company sold and supplied a total of about
10.4 million image sensors in the second quarter of fiscal 2007,
which represented an increase of roughly 1.0 million units from
its sale and supply of around 9.4 million units in the first
quarter of fiscal 2007.

Gross margin for the second quarter of fiscal 2007 was roughly
36%, compared to approximately 26% in the first quarter of fiscal
2007.

The company's SG&A expenses in the second quarter of fiscal 2007
were about $2.9 million, compared to roughly $1.4 million in the
first quarter of fiscal 2007, and approximately $3.8 million in
the second quarter of fiscal 2006.  Moreover, the company's
operating expenses in the second quarter of fiscal 2007 were
around $4.1 million, compared to about $2.9 million in the first
quarter of fiscal 2007, and approximately $5.3 million in the
second quarter of fiscal 2006.  Compared to the first quarter of
fiscal 2007, the increase in the company's SG&A and operating
expenses in the second quarter of fiscal 2007 is mainly
attributable to the company's accounting and legal fees paid to
its independent outside accountants and legal counsel arising from
their work on Pixelplus' Form 20-F which was filed on June 29,
2007.

At June 30, 2007, the company's consolidated financial statements
showed $25.9 million in total assets, $9.4 million in total
liabilities, and $16.5 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?233e

                       Going Concern Doubt

As reported in the Troubled Company Reporter on July 5, 2007,
Ernst & Young Hanyong, in Seoul, Korea, expressed substantial
doubt about Pixelplus Co. Ltd.'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 has incurred significant operating
losses in the year ended Dec. 31, 2006, and working capital
decreased significantly between Dec. 31, 2005, and 2006.

                       About Pixelplus Co.

Headquartered in Gyeonggi-do, South Korea, Pixelplus Co. Ltd.
(NasdaqGM: PXPL) -- http://www.pixelplus.com/-- is a developer of  
high-performance, high-resolution, and cost-effective CMOS image
sensors for use primarily in mobile camera phones.  In addition to
mobile phones, Pixelplus provides CMOS image sensors and SoC
solutions for use in webcams and notebook embedded cameras, toys
and games, and security and surveillance system applications.

Pixelplus Semiconductor Inc., the company's wholly-owned
subsidiary, serves as the company's U.S. headquarters for sales
and marketing and research and development.  The offices of
Pixelplus Semiconductor Inc. are located at 3003 North First
Street, Suite 330, San Jose, California.


REGENCY ENERGY: Debt Repayment Cues Moody's to Lift Ratings
-----------------------------------------------------------
Moody's Investors Service upgraded the ratings of Regency Energy
Partners LP following a sizable equity offering and the repayment
of debt with the proceeds.  Regency's Corporate Family Rating is
upgraded to Ba3 from B1 and its senior unsecured notes, to B1 from
B2.  Its operating subsidiary Regency Gas Services LP's ratings
(the senior secured revolver rating of Ba1 and related SGL and LGD
ratings) were confirmed and withdrawn.  An SGL-3 rating is
assigned to the MLP.  The rating outlook is stable.  These rating
actions conclude a review for possible upgrade begun on July 23,
2007.

In July, Regency raised $354 million in net proceeds in a public
equity offering that allowed it to almost halve its debt and
almost triple its book equity from June 30, 2007 levels. Since
then, the company has paid down $193 million of the $550 million
of MLP notes and eliminated the OLP's $50 million term loan.  
After the $16 million make-whole payment, it used the remaining
$95 million of proceeds to free up most of the capacity under the
OLP's $250 million revolver.

These transactions have significantly improved the company's
leverage metrics and have restored some headroom under its
financial covenants.  Pro forma for the reduction of the MLP notes
and the elimination of the term loan, debt/EBITDA would have been
about 3.6x for the LTM June 2007, down from 6.7x actual (adjusted
for Moody's standard adjustments).

Moody's notes that the upgrade reflects expectations for of some
improvement in financial results, as Regency's recent financial
results are still of single-B quality.  The company reported net
losses in three of the last four quarters, generating very modest
earnings after adjusting for such unusual items as incentive
compensation expense, early debt retirement costs, and payments to
its prior general partner sponsor.

Nevertheless, numerous organic projects that have been recently
completed should begin to augment top-line margins in the second
half of this year.  The debt reduction should cut about a third of
recent interest expense and improve interest coverage measures, so
long as the company has success in stanching further increase in
operating expenses. EBITDA/interest for LTM June 2007, after
Moody's standard adjustments, would have been about 2.7x pro forma
for the debt reduction, up from 2.1x actual.

The rating strongly factors in anticipation of more credit-
supportive financial policies going forward, and takes the equity
offering as a positive signal as to the company's future financial
policy under its sponsorship by GE Energy Financial Services.  GE
acquired a controlling stake in Regency's general partner sponsor
and about a third of its LP units in June. Since the change in
sponsorship, Regency has stated a goal of attaining investment
grade status over the next few years, and intends to follow
appropriate financial policies to that end.

It is too early to tell if and how GE's sponsorship will affect
Regency's strategic direction.  GE does have a number of energy
investments that qualify to be placed in an MLP like Regency, and
those interests have the potential to influence its future growth
and business mix.

Regency's senior unsecured debt was upgraded to B1 (LGD 5, 79.1%)
from B2.  The full list of ratings affected are:

Downgrades:

Issuer: Regency Energy Partners LP

-- Senior Unsecured Regular Bond/Debenture, Downgraded to 79 -
    LGD5 from 69 - LGD4

Upgrades:

Issuer: Regency Energy Partners LP

-- Probability of Default Rating, Upgraded to Ba3 from B1

-- Corporate Family Rating, Upgraded to Ba3 from B1

-- Senior Unsecured Regular Bond/Debenture, Upgraded to B1
    from B2

Assignments:

Issuer: Regency Energy Partners LP

-- Speculative Grade Liquidity Rating, Assigned SGL-3

Outlook Actions:

Issuer: Regency Energy Partners LP

-- Outlook, Changed To Stable From Rating Under Review
Issuer: Regency Gas Services LP

-- Outlook, Changed To Rating Withdrawn From Rating Under
    Review

Withdrawals:

Issuer: Regency Gas Services LP

-- Speculative Grade Liquidity Rating, Withdrawn, previously
    rated SGL-3

-- Senior Secured Bank Credit Facility, Withdrawn, previously
    rated 14 - LGD2

The OLP's ratings were withdrawn for business reasons.

Headquartered in Dallas, Texas, Regency Energy Partners LP is a
publicly traded master limited partnership engaged in natural gas
gathering, processing, and transportation.


RELIANT ENERGY: Fitch Puts 'B' Short-Term Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has assigned a 'B' short-term Issuer Default Rating
to Reliant Energy, Inc. and affirmed its ratings as:

  -- Long-term IDR at 'B';
  -- Senior secured debt at 'BB/RR1';
  -- Senior unsecured debt at 'B+/RR2'.

The Rating Outlook is Stable.  Approximately $4.0 billion of debt
is affected.

The ratings reflect RRI's high degree of leverage relative to
operating cash flows, the uncertainty of cash flows from the
merchant segment, and a retail segment facing increased
competition in Texas.  The cancellation of the asset sale program
reduces the likelihood of substantial near-term de-leveraging.  
Cash from operations should be able to fund the current capital
spending program, which does not include significant brownfield
development.

The affirmed 'BB/RR1' rating reflects the superior recovery
prospects for these debt obligations which Fitch estimates at
approximately 80% under a conservative scenario that assumed below
market valuations for RRI's coal generating fleet and weak
financial performance at Retail.  The senior unsecured rating of
'B+/RR2' reflects the structural subordination of this debt, and
weaker recovery prospects.

The Stable Rating Outlook reflects Fitch's expectation that credit
ratios will stay within parameters for the current ratings.  As
part of its analysis, Fitch prepared an alternate price scenario
to gauge RRI's performance in a lower natural gas price
environment.  Specifically, Fitch's model incorporated a decline
in natural gas prices to approximately $4.50 per mmBtu in 2009
compared to management's projection of $8.70 per mmBtu.  Although
the lower gas price case results in weaker cash flows from the
wholesale segment, credit ratios still remain within current
ratings parameters.

Factors leading to potential rating improvement include additional
de-leveraging, a sustained increase in market heat rates, and a
track record of stable financial performance at Retail in a fully
competitive environment.

Fitch's Recovery Ratings are a relative indicator of creditor
recovery prospects on a given obligation within an issuers'
capital structure in the event of a default.


RG GLOBAL: Signs Pact on OC Energy's 24% Common Stock Sale
----------------------------------------------------------
RG Global Lifestyles Inc. and its subsidiary, OC Energy Drink
Inc., entered into a Plan of Organization and Securities Purchase
Agreement with three individuals affiliated with Fusion Solutions
Inc., Bob Glaser, Mariano Fusco, and Albert Guerra for the sale of
24% of the common stock of OC Energy Drink.

Prior to entering into the Agreement, Fusion Solutions was the
marketing and distribution coordination entity responsible for
operation of OC Energy Drink.  OC Energy Drink remains a majority
owned subsidiary of RG Global.

Under the terms of the Agreement:

   i. RG Global will be paid an aggregate of $103,000 by OC
      Energy Drink and waive rights to any other repayment;

  ii. the Fusion Individuals waive all rights of repayment from
      OC Energy Drink or RG Global for monies spent in
      connection with OC Energy Drink to date;

iii. OC Energy Drink will issue an aggregate of 474 shares of
      common stock of OC Energy, 24% of resulting issued and
      outstanding to the Fusion Individuals;

  iv. RG Global is transferring all of its intellectual
      property relating to OC Energy Drink into OC Energy
      Drink;

   v. the Fusion Individuals are transferring all of their
      assets and intellectual property relating to OC Energy
      Drink to RG Global, for further transference to OC Energy
      Drink;

  vi. RG Global will issue an aggregate of 654,925 shares of
      RGBL.OB common stock to the Fusion Individuals;

vii. RG Global will have nominees for three out of five
      Director seats of OC Energy Drink, and Bob Glaser and
      Mariano Fusco will be elected to the remaining two
      Director seats of OC Energy Drink;

viii. Mariano Fusco will be CEO of OC Energy Drink; and

  ix. Bob Glaser will be COO of OC Energy.

                    Issuance of Common Stocks

In connection with the terms of the Agreement, RG Global issued
654,925 shares of RGBL.OB common stock to the Fusion Individuals
in exchange for certain assets and intellectual property relating
to OC Energy Drink to RG Global.  

The company has valued these assets at $654,925, which results in
a sale at $1 per share.  The issuance of the company's shares of
common stock was exempt from registration under the Securities Act
of 1933, as amended, pursuant to Section 4(2) thereof.

                         About RG Global

Headquartered in lake Forest, California, RG Global Lifestyles,
Inc. (OTC:RGBL) -- http://www.rgglife.com/-- operates in the  
bottled energy drink and oxygenated water industry through its
wholly owned subsidiary, OC Energy Drink Inc.  In February 2007,
with the technology it purchased from Catalyx Fluid Solutions
Inc., the company commenced operations in the water reclamation
industry specifically associated with coal-bed mining as CFS.  In
2006, the company formed two subsidiaries in Asia, including
Aquair Hong Kong Ltd and Aquair Asia Company Limited.

At June 30, 2007, the company's balance sheet showed total assets
of $5,404,962, and total liabilities of $14,139,397, resulting in
an $8,734,435 total stockholders' deficit.


RUNNING COURT: Has Two More Weeks to Look for New Developer
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
gave Running Horse, L.L.C., dba Running Horse Golf and Country
Club two more weeks to arrive at a deal with a new developer,
abc30.com reports.  Judge W. Richard Lee gave his nod to the
extension after creditors disclosed that they wanted to resume
discussion.

Thomas H. Armstrong, Esq., in Fresno, California, creditor La
Jolla Loans Inc.'s counsel, said that a developer was expected to
deliver a letter of intent within the week for $28 million, the
report adds.

The report relates that Mick Evans, the Debtor's owner, discloses
that he hasn't heard anything about the said new developer.

                      About Running Horse

Based in Fresno, California, Running Horse, L.L.C., dba Running
Horse Golf and Country Club, -- http://www.runninghorsegolf.com/
-- is a multi-entry private, gated community that has 758 upscale
homesites, an 18-hole championship golf course, and a 42,000-
square foot clubhouse with spa facilities and a fitness center.
The company filed for chapter 11 protection on April 27, 2007
(Bankr. E.D. Calif. Case No. 07-11185).  Riley C. Walter, Esq., in
Fresno, Calif., represents the Debtor.  In its schedules filed
with the Court, the Debtor disclosed total assets of $40,511,674
and total debts of $10,309,327.


SALOMON BROTHERS: Fitch Junks Rating on $7.3MM Class L Certs.
-------------------------------------------------------------
Fitch Ratings has downgraded and lowered the Distressed Recovery
rating of Salomon Brothers Mortgage Securities VII, Inc.'s
commercial mortgage pass-through certificates, series 1999-C1 as:

  -- $7.3 million class L to 'CCC/DR2' from 'B-/DR1'.

In addition, Fitch has affirmed these classes:

  -- $245.2 million class A-2 at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $38.6 million class B at 'AAA';
  -- $38.6 million class C at 'AAA';
  -- $11 million class D at 'AAA';
  -- $27.6 million class E at 'AAA';
  -- $11 million class F at 'AAA';
  -- $14.7 million class G at 'AA+';
  -- $20.2 million class H at 'A-';
  -- $9.2 million class J at 'BBB-';
  -- $16.5 million class K at 'B'.

Fitch does not rate the $3.4 million class M certificates. Class
A-1 has paid in full.

The downgrade to class L is due to anticipated losses on the two
specially serviced assets (1.2%) which are expected to deplete the
non-rated class M, and impact class L.

The transaction has had an additional 10.8% defeasance and 4.3%
paydown since the last Fitch rating action.  In total, 23 loans
(27.1%) have defeased, including six of the top ten loans (15.2%).  
As of the August 2007 distribution date, the pool's collateral
balance has been reduced 39.7% to $443.4 million from $734.9
million at issuance

The largest specially serviced asset (0.9%) is secured by two
mobile home parks located in Wilkes Barre and Muncey, Pennsylvania
with a reported July 2007 combined occupancy of 75%.  The loan is
90+ days delinquent and the special servicer is pursuing
foreclosure.  The second asset is a real estate-owned office
property (0.2%) in Rogers, Arkansas.  June 2007 occupancy is 65%
and the asset is currently listed for sale by the special
servicer.


SANDRA FIELDING: Chapter 15 Petition Summary
--------------------------------------------
Petitioner: Sara E. Dayman

Debtor: Sandra Fielding
        2000 Island Boulevard, Suite 1606
        North Miami Beach, FL 33160

Case No.: 07-17417

Chapter 15 Petition Date: September 11, 2007

Court: Southern District of Florida (Miami)

Petitioner's Counsel: Patricia Redmond, Esq.
                      150 West Flagler Street, Suite 2200
                      Miami, FL 33130
                      Tel: (305) 789-3200

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million


SARAH & JESSE LOOT: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Drs. Sarah & Jesse Loot, Inc.
        101 School Street
        Oak Hill, WV 25901

Bankruptcy Case No.: 07-50238

Type of business: The Debtor provides medical services.

Chapter 11 Petition Date: September 6, 2007

Court: Southern District of West Virginia (Beckley)

Judge: Ronald G. Pearson

Debtor's Counsel: Steven L. Thomas, Esq.
                  Kay Casto & Chaney, L.L.C.
                  P.O. Box 2031
                  Charleston, WV 25327-2031
                  Tel: (304) 345-8900, Ext. 111
                  Fax: (304) 345-8909

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  Unstated

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


SOUTHAVEN POWER: Wants Exclusive Period Extended to December 12
---------------------------------------------------------------
Southaven Power LLC asks the United States Bankruptcy Court for
the Western District of North Carolina to further extend the
exclusive periods to:

   a. file a Chapter 11 plan until Dec. 12, 2007; and

   b. solicit acceptances of that plan until Feb. 6, 2008.

This is the Debtor's seventh request to further extend its
exclusive periods.

The Debtor says that it needs more time to resolve certain issues,
including:

   a. expected amount and timing for distribution on the Debtor's
      claim against NEGT Energy Trading - Power L.P.; and

   b. proper calculation of interests on the subordinated debt
      claim, which NEGT Energy asserted against the Debtor.

The Debtor tells the Court that some claims against NEGT Energy
and its parent company, PG&E National Energy Group Inc. have been
liquidated, and were confirmed by the Court in the amount of
$395,513,731 against NEGT Energy and 176,209,004 against its
parent company.

                    About Southaven Power LLC

Headquartered in Charlotte, North Carolina, Southaven Power LLC
operates an 810-megawatt, natural gas-fired electric power plant
located in Southaven, Mississippi.  The company filed for chapter
11 protection on May 20, 2005 (Bankr. W.D.N.C. Case No. 05-32141).
Mark A. Broude, Esq., at Latham & Watkins LLP represents the
Debtor in its restructuring efforts, and Hillary B. Crabtree,
Esq., at Moore & Van Allen, PLLC, represents the Debtor in
litigation against PG&E Energy Trading-Power, L.P.  No official
committee of unsecured creditors has been appointed in the
Debtor's case.  When the Debtor filed for protection from its
creditors, it estimated assets and debts of more than
$100 million.


STEEL DYNAMICS: Amends $750 Mil. Senior Secured Credit Facility
---------------------------------------------------------------
Steel Dynamics Inc. has amended its existing $750 million senior
secured credit facility to allow for the addition of a
$550 million term loan A facility.

This new facility was also consummated on Sept. 11, 2007.  The net
proceeds from the Term Loan A will be used to repay a portion of
the borrowings outstanding under the $750 million senior secured
revolving credit facility, which were used to fund the company's
$370 million purchase of The Techs, to fund additional share
repurchases pursuant to the company's share repurchase program, to
fund various capital expenditures and for general working capital
purposes.

The combined facilities are due June 2012 and are secured by
substantially all the company's wholly-owned subsidiaries'
receivables and inventories and by pledges of all shares of the
company's wholly-owned subsidiaries' capital stock.

The senior secured credit facility contains financial covenants
and other covenants that limit or restrict the company's ability
to make capital expenditures; incur indebtedness; permit liens on
property; enter into transactions with affiliates; make restricted
payments or investments; enter into mergers, acquisitions or
consolidations; conduct asset sales; pay dividends or
distributions and enter into other specified transactions and
activities.

The company's ability to borrow funds under the combined
facilities is dependent upon its continued compliance with the
financial covenants and other covenants contained in the senior
secured credit agreement, as amended and restated.

                    About Steel Dynamics Inc.

Headquartered in Fort Wayne, Indiana, Steel Dynamics Inc. (Nasdaq:
STLD) -- http://www.steeldynamics.com/-- produces a broad array  
of high-quality flat-rolled, structural and bar steels at its
three Indiana steel mini-mills and steel-processing operations.

                          *     *     *

As reported in the Troubled Company Reporter on July 16, 2007,
Moody's Investors Service affirmed Steel Dynamics Ba1 corporate
family rating and changed the rating outlook to stable from
positive.


STRUCTURED ASSET: Fitch Downgrades Ratings on $201.4MM Certs.
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on Structured Asset
Investment Loan Trust mortgage pass-through certificates.   
Affirmations total $1.12 billion and downgrades total
$201.4 million.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions as:

SAIL 2005-01

  -- $216 million class A affirmed at 'AAA' (BL: 60.08, LCR:
     5.14);

  -- $37.4 million class M1 affirmed at 'AA+' (BL: 50.13, LCR:
     4.29);

  -- $54.2 million class M2 affirmed at 'AA' (BL: 40.48, LCR:
     3.47);

  -- $29.5 million class M3 affirmed at 'AA-' (BL: 34.21, LCR:
     2.93);

  -- $23.6 million class M4 affirmed at 'A+' (BL: 29.15, LCR:
     2.50);

  -- $21.6 million class M5 downgraded to 'BBB-' from 'A' (BL:
     13.36, LCR: 1.14);

  -- $19.7 million class M6 downgraded to 'BB' from 'A-' (BL:
     11.60, LCR: 0.99);

  -- $13.8 million class M7 downgraded to 'BB-' from 'BBB+'
     (BL: 10.44, LCR: 0.89);

  -- $14.7 million class M8 downgraded to 'B+' from 'BBB' (BL:
     9.62, LCR: 0.82);

  -- $15.7 million class M9 downgraded to 'B' from 'BBB-' (BL:
     8.96, LCR: 0.77);

  -- $15.7 million class B downgraded to 'CCC' from 'BB' (BL:
     8.47, LCR: 0.73).

Deal Summary

  -- Originators: BNC (52.5%);
  -- 60+ day Delinquency: 23.74%;
  -- Realized Losses to date (% of Original Balance): 1.02%;
  -- Expected Remaining Losses (% of Current Balance): 11.68%;
  -- Cumulative Expected Losses (% of Original Balance): 3.94%.

SAIL 2005-06

  -- $520.4 million class A affirmed at 'AAA' (BL: 48.32, LCR:
     6.01);

  -- $68 million class M1 affirmed at 'AA+' (BL: 39.94, LCR:
     4.97);

  -- $63.5 million class M2 affirmed at 'AA' (BL: 30.40, LCR:
     3.78);

  -- $38.5 million class M3 affirmed at 'AA-' (BL: 26.67, LCR:
     3.32);

  -- $34 million class M4 affirmed at 'A+' (BL: 23.11, LCR:
     2.88);

  -- $34 million class M5 affirmed at 'A' (BL: 19.01, LCR:
     2.37);

  -- $26 million class M6 downgraded to 'BBB-' from 'A-' (BL:
     8.84, LCR: 1.1);

  -- $34 million class M7 downgraded to 'BB-' from 'BBB' (BL:
     7.35, LCR: 0.91);

  -- $22.6 million class M8 downgraded to 'B+' from 'BBB-' (BL:
     7.04, LCR: 0.88);

  -- $11.3 million class M9 downgraded to 'B+' from 'BBB-' (BL:
     7.02, LCR: 0.87);

  -- $5.6 million class M10-A downgraded to 'B' from 'BB+' (BL:
     7.17, LCR: 0.89).

  -- $5.6 million class M10-F downgraded to 'B' from 'BB+' (BL:
     7.17, LCR: 0.89).

Deal Summary

  -- Originators: BNC (63.2%);
  -- 60+ day Delinquency: 19.48%;
  -- Realized Losses to date (% of Original Balance): 0.86%;
  -- Expected Remaining Losses (% of Current Balance): 8.04%;
  -- Cumulative Expected Losses (% of Original Balance): 3.96%.


STRUCTURED ASSETS: Fitch Lowers Ratings on $6.7 Mil. Certificates
-----------------------------------------------------------------
Fitch Ratings has taken these rating actions on SACO 2005-5 Group
2 HELOC mortgage pass-through certificates.  Affirmations total
$38 million and downgrades total $6.7 million.  Break Loss
percentages and Loss Coverage Ratios for each class, rated 'B' or
higher, are included with the rating actions as:

SACO 2005-5 Group 2 HELOC

  -- $14.3 million class II-A affirmed at 'AAA' (BL: 80.38,
     LCR: 4.7);

  -- $5.6 million class II-M-1 affirmed at 'AA+' (BL: 68.33,
     LCR: 4);

  -- $4.9 million class II-M-2 affirmed at 'AA+' (BL: 57.59,
     LCR: 3.37);

  -- $3.1 million class II-M-3 affirmed at 'AA+' (BL: 50.66,
     LCR: 2.96);

  -- $2.8 million class II-M-4 affirmed at 'AA' (BL: 44.39,
     LCR: 2.6);

  -- $2.6 million class II-M-5 affirmed at 'AA-' (BL: 38.61,
     LCR: 2.26);

  -- $2.5 million class II-M-6 affirmed at 'A+' (BL: 32.89,
     LCR: 1.92);

  -- $2 million class II-M-7 affirmed at 'A' (BL: 28.10, LCR:
     1.64);

  -- $1.9 million class II-M-8 downgraded to 'BB' from 'A-'
     (BL: 17.23, LCR: 1.01);

  -- $1.6 million class II-M-9 downgraded to 'BB-' from 'BBB+'
     (BL: 15.19, LCR: 0.89);

  -- $1.5 million class II-B-1 downgraded to 'B+' from 'BBB'
     (BL: 14.02, LCR: 0.82);

  -- $1.5 million class II-B-2 downgraded to 'B' from 'BBB-'
     and removed from Rating Watch Negative (BL: 13.03, LCR:
     0.76).

Deal Summary

  -- Originators: 61.37% Quicken Loans, Inc.,;
  -- 60+ day Delinquency: 5.29%;
  -- Realized Losses to date (% of Original Balance): 1.18%;
  -- Expected Remaining Losses (% of Current Balance): 17.09%;
  -- Cumulative Expected Losses (% of Original Balance): 6.21%.

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.


SUNCHASE CAPITAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Sunchase Capital Partners XI, L.L.C.
        c/o G. David Dean
        Saul Ewing, L.L.P.
        500 East Pratt Street, Suite 800
        Baltimore, MD 21202

Bankruptcy Case No.: 07-18677

Chapter 11 Petition Date: September 10, 2007

Court: District of Maryland (Baltimore)

Debtor's Counsel: G. David Dean, II, Esq.
                  Saul Ewing, L.L.P.
                  Lockwood Place, 500 East Pratt Street
                  Baltimore, MD 21202
                  Tel: (410) 332-8704
                  Fax: (410) 332-8163

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
   ------                      ---------------       ------------
William Pleasant Trust 2003    Insider, Class A        $5,315,000
24012 Frederick Road           Member/Creditor
Clarksburg, MD20871

Atlantic Interantional         Class A                 $1,520,000
Investment, Inc.               Member/Creditor
6902 Robinia Road
Camp Spring, MD
20748

Jae B. Cheong                  Class A                   $557,000
14317 Climbing Rose Way,       Member/Creditor
Suite 304
Centreville, VA 20121

W.C.I. Mid-Atlantic U.S.       Judgment Creditor         $478,298
Region, Inc.                   (trade)
2100 Reston Parkway,
Suite 500
Reston, VA 20191

Alan Young Cheng and           Class A                   $450,000
Shui Qui Zhang                 Member/Creditor
9525 May Day Street
La Plata, MD 20646

Eun O. Kim                     Class A                   $400,000
17914 Shotley Bridge           Member/Creditor
Place
Olney, MD 20832-1650

Kwangjon Kim and               Class A                   $370,000
Nam Doll Huh                   Member/Creditor
4635 Chatsworth Way
Ellicott City, MD 20143

Mi Young Kim                   Class A                   $300,000
11610 Georgeton Court          Member/Creditor
Potomac, MD 20854

Ki N. Lee and Sun H. Lee       Class A                   $250,000
9806 Sorrel Avenue             Member/Creditor
Potomac, MD 20854

Kwang Bag Lee                  Class A                   $200,000
                               Member/Creditor

Seongyun and Jaeboon Park      Class A                   $200,000
                               Member/Creditor

Young Joo Kang                 Class A                   $200,000
                               Member/Creditor

Sid W. Foulger (Transfer to    Class A                   $150,000
to Florence Tung)              Member/Creditor

Chin Kim                       Class A                   $100,000
                               Member/Creditor

Henry C. Cho                   Class A                   $100,000
                               Member/Creditor

Hwa-Chong & Paul Knoth         Class A                   $100,000
                               Member/Creditor

Joshua Siang Yew Oho &         Class A                   $100,000
& Rebecca Tam                  Member/Creditor

Osage Property, L.L.C.         Class A                   $100,000
                               Member/Creditor

PC System (c/o Peter C. Chin)  Class A                   $100,000
                               Member/Creditor

Steven C.Yuarn &               Class A                   $100,000
Nancy C. Ma                    Member/Creditor


TSG INC: Disclosure Statement Hearing Moved to October 3
--------------------------------------------------------
The Honorable Tom R. Cornish of the United States Bankruptcy
Court for the Eastern District of Oklahoma continued the hearing
to Oct. 3, 2007, at 9:00 p.m., to consider the adequacy of the
Disclosure Statement explaining TSG Inc.'s Chapter 11 Plan of
Liquidation.

Judge Cornish originally scheduled the hearing on Sept. 9, 2007.

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

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

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

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

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

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


TRUESTAR BARNETT: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: TrueStar Barnett, LLC
        fdba Trinity Barnett, LLC
        410 17th Street, Suite 310
        Denver, CO 80202

Bankruptcy Case No.: 07-19746

Type of Business: TrueStar Petroleum Corporation is the sole
                  managing member of the Debtor, formed to
                  facilitate the acquisition and operation of the
                  oil and gas assets in the Newark East Gas Field
                  in Texas from Eagle Oil & Gas Co.
                  See http://www.truestar-petroleum.com/texas.html

Chapter 11 Petition Date: August 31, 2007

Court: District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Duncan E. Barber, Esq.
                  Steven T, Mulligan, Esq.
                  Bieging Shapiro & Burrus LLP
                  4582 South Ulster Street, Parkway
                  Suite 1650
                  Denver, CO 80237
                  Tel: (720) 488-0220
                  Fax: (720) 488-7711

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 15 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Macquarie Bank Ltd.                      $15,000,000
333 Clay Street, Suite 4550
Houston, TX 77002

Eagle Oil & Gas                             $921,043
2525 Kell, Suite 510
Wichita Falls, TX 76308

R. Wm G Wright                              $452,219
1 Newstead Lane
Cartersville, VA 23027

Robert W. Troy                              $332,501
6715 Pebble Beach Drive
Houston, TX 77069

Porter & Hedges                             $150,496

Richard Shuster                              $26,298

Dwain Immel                                  $13,090

Lang Michener LLP                            $12,779

CCP/MS SSIII                                 $10,000

Qwest                                           $809

Fedex                                           $686

A-1 Freeman Moving Group                        $508

Konica Minolta                                  $246

IHS Energy                                      $160

Adkins R.L.                                      $45


UNIVERSAL FOOD: Wants Nod on Arnstein & Lehr as Counsel
-------------------------------------------------------
Universal Food & Beverage Company, Inc. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Northern District of
Illinois for permission to employ Arnstein & Lehr LLP as their
counsel.

Arnstein & Lehr will:

   a. provide legal advice with respect to the Debtor's powers and   
      duties as debtors-in-possession in the management of its
      property;

   b. negotiate the terms of the Debtors' use of cash collateral
      and post-petition borrowing with its secured creditor;

   c. assist in the sale of the Debtors' processing plants and
      related assets;

   d. pursue confirmation of a plan and approval of a disclosure
      statement;

   e. prepare, on behalf of the Debtors, all necessary
      applications, motions, answers, orders, reports and other
      legal papers as dictated by the demands of the case, or as
      required by the Court, and representing the Debtors in any
      hearings or proceedings related to the case;

   f. appear in Court and protecting the interests of the Debtor
      before the Court;

   g. otherwise assist the Debtors with the disposition of their
      assets; and

   h. perform all other legal services for the Debtors which may
      be necessary and proper in the case.

The Debtors will pay the firm according to these rates:

          Professional                   Hourly Rate
          ------------                   -----------
          James A. Chatz, Esq.               $540
          Barry A. Chatz, Esq.               $510
          Miriam R. Stein, Esq.              $370
          Joy E. Levy, Esq.                  $290
          Lola A. Nesterusk                  $180

Other persons at the firm may render services to the Debtors as
needed.  Generally, the firm's hourly rates are $210 to $550 for
attorneys and $180 for paralegals.

The Debtors disclose to the Court that it has paid the firm
$50,000 retainer.  The money was from certain secured lenders of
the Debtors pursuant to a pre-petition loan and security agreement
between the Debtors and the secured parties.  Arnstein & Lehr will
hold the retainer in its escrow account pending Court order
permitting the compensation fees for Arnstein & Lehr.

To the best of the Debtors' knowledge, Arnstein & Lehr does not
hold or represent any interest adverse to the Debtors or its
Chapter 11 estate, creditors or any other party-in-interests.

The firm can be reached at:

             Miriam R. Stein, Esq.
             Arnstein & Lehr LLP
             120 South, Riverside Plaza, Suite 1200
             Chicago, IL 60606
             Tel: (312) 876-7100
             Fax: (312) 876-0288
             http://www.arnstein.com/

                       About Universal Food

Universal Food & Beverage Company, Inc. principally manufacture
and market food and beverage products.  The Debtor and its debtor-
affiliates in Georgia and Virginia filed for Chapter 11 petitions
on Aug. 31, 2007 (Bankr. N.D. Ill. Lead Case No. 07-15955).  When
they filed for protection from their creditors, the Debtors
disclosed $0 assets but an aggregate of more than $20 million in
debts.


UNIVERSAL FOOD: Wants Until October 12 to File Schedules
--------------------------------------------------------
Universal Food & Beverage Company, Inc. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Northern District of
Illinois to extend the deadline to file their schedules of assets
and liabilities and statements of financial affairs until Oct. 12,
2007.

The Debtors tell the Court that its records were recently moved to
MorrisAnderson & Associates LLC, the Debtors' Chief Restructuring
Officer.   The CRO, the Debtors say, will need additional time to
review the records and compile the necessary information to
complete the Debtors' bankruptcy schedules and statement of
financial affairs.

                       About Universal Food

Universal Food & Beverage Company, Inc. principally manufacture
and market food and beverage products.  The Debtor and its debtor-
affiliates in Georgia and Virginia filed for Chapter 11 petitions
on Aug. 31, 2007 (Bankr. N.D. Ill. Lead Case No. 07-15955).  When
they filed for protection from their creditors, the Debtors
disclosed $0 assets but an aggregate of more than $20 million in
debts.


UNIVERSAL FOOD: Seeks Interim Nod to Obtain Financing from Cipher
-----------------------------------------------------------------
Universal Food & Beverage Company, Inc. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Northern District of
Illinois for permission to obtain debtor-in-possession financing
from Cipher Capital Partners, LLC through the period ending
Oct. 8, 2007.

The Debtors relate to the Court that it will use the post-petition
funds to support their immediate operational requirements.  
Otherwise, the Debtors would remain shutdown and incapable of
spending the necessary funds to preserve their assets and
eventually liquidate the assets in a forced sale environment.

Cipher, the Debtors tell the Court, has agreed to provide post-
petition DIP financing in an amount not to exceed $100,000 on an
interim basis through the week ending Sept. 30, 2007, and to
exceed $250,000 on a final basis through Oct. 8, 2007, to be
disbursed substantially.  The financing will accrue at an interest
rate of 16% per annum.

The Debtors propose to the Court to hold a hearing on or before
Sept. 27, 2007, for considering the approval of their DIP
financing request.

                     Financing Relationships

The Debtors made a primary pre-petition lending arrangement with
certain lenders and Midsummer Capital LLC, as collateral agent for
the pre-petition lenders.  The pre-petition lenders advanced funds
to the Debtors pursuant to an amended and restated senior secured
convertible notes dated June 22, 2006, and senior secured
convertible notes dated Dec. 31, 2006.  The advances were secured
by a first priority lien upon the Debtors' accounts receivable,
inventory, machinery and equipment, other tangible property, a
first priority mortgage on the Debtors' real property in Savannah,
Georgia and a second priority mortgage on the Debtors' real
property in Independence, Virginia, collectively pre-petition
collateral.  The Debtors' real property in Independence, Virginia
is subject to a first priority mortgage held by the Grayson
National Bank.  The Debtors owe Grayson the principal amount of
$5.5 million.  As of the bankruptcy filing, the Debtors owed the
pre-petition lenders about $5.1 million plus fees, costs and
interest.

On Aug. 31, 2007, prior to the filing of the case, the Debtors
executed a loan and security agreement with Cipher and certain
other senior pre-petition lenders pursuant to which the senior
pre-petition lenders extended $135,000 in funding to the Debtors
for their operations.  The senior pre-petition debt is secured by
a senior priority interest in the pre-petition collateral.

                       About Universal Food

Universal Food & Beverage Company, Inc. principally manufacture
and market food and beverage products.  The Debtor and its debtor-
affiliates in Georgia and Virginia filed for Chapter 11 petitions
on Aug. 31, 2007 (Bankr. N.D. Ill. Lead Case No. 07-15955).  When
they filed for protection from their creditors, the Debtors
disclosed $0 assets but an aggregate of more than $20 million in
debts.


UNIVERSAL MAP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Universal Map Enterprises, Inc.
        795 Progress Court
        Williamston, MI 48895

Bankruptcy Case No.: 07-06547

Type of business: The Debtor publishes road maps, wall maps,
                  atlases and other travel references.  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 $1 Million

Estimated Debts:  $1 Million to $1 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Progressive Communications,                              $451,780
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
Attention: Michel Boivin
395 Lebeau
Saint-laurent, CA H4N1S2

R.M.S.I. Private Limited                                 $173,561

Delorme Mapping Co.                                       $76,991

American Express                                          $67,031

The S.B.A.M. Plan                                         $65,550
Grotenhuis

Foster Swift Collins & Smith                              $65,368

La Berge Printers, Inc.                                   $61,150

G.D.T./Teleatlas                                          $44,995

Custom Cartographics                                      $43,406

National Assembling                                       $43,295

Langham                                                   $32,208

V.K.S., Inc                                               $30,295

Crocker, Crocker & Whelan                                 $30,295

United Parcel Service                                     $25,703

De Lage Landen Financial                                  $24,999
Serv.

Mapsco, Inc.                                              $24,340

Commercial Survey Co.                                     $23,818

D.M.B. Graphic Arts, Inc.                                 $21,935


US DRY: Inks $6. 1 Mil. Master Purchase Deal with Shareholders
--------------------------------------------------------------
U.S. Dry Cleaning Corporation, together with USDC Fresno Inc., a
wholly owned subsidiary, and USDC Fresno 2 Inc., a wholly owned
subsidiary, entered into a Master Purchase Agreement with Team
Enterprises Inc., Bell Hop Cleaners of California Inc., Team
Equipment Inc., Fabricare Services Inc, Andrew B. Jones, as
Shareholders' Agent, and for certain limited purposes, the
shareholders of Team Enterprises, Bell Hop, Team Equipment and
FSI.  The total purchase price of the Purchased Assets is
$6,134,000.

The purchase price is composed of $3,067,000 in cash and
$3,067,000 in the form of shares of Parent common stock, valued at
the average closing price of the Parent common stock for each of
the five consecutive trading days ending with and including the
second complete trading day prior to the acquisition closing date,
subject to a maximum price of $3.50 per share.

The Purchase Agreement provides for, subject to the terms and
conditions, the acquisition of substantially all of the assets,
and certain of the liabilities, of Team Enterprises, Bell Hop,
Team Equipment and FSI, which are affiliated companies engaged in
the retail dry cleaning business and operating 18 dry cleaning
stores in and around Fresno, California and 2 dry cleaning stores
in Arizona.  To date, substantially all lease assignments relating
to the dry cleaning stores have been approved.

At the acquisition closing date, Parent will deposit with an
escrow agent $2,000,000 of Parent common stock as partial
satisfaction of the purchase price and will enter into an Escrow
Agreement with Andrew B. Jones, as Shareholders' Agent, and the
Escrow Agent.

The board of directors of parent, Fresno Sub, Fresno 2 Sub, Team
Enterprises, Bell Hop, Team Equipment and FSI have unanimously
approved the Purchase Agreement and the parties have made
customary representations, warranties and covenants in the
Purchase Agreement for a transaction of this type.  

The survival period of the representations and warranties made by
the parties is 24 months.  Team Enterprises, Bell Hop, Team
Equipment and FSI will indemnify Parent for any breaches of their
representations and warranties and covenants up to a maximum
amount of the Escrow Shares deposited into escrow.

Parent, Fresno Sub and Fresno 2 Sub will only assume equipment
leases and other specified liabilities of Team Enterprises, Bell
Hop, Team Equipment and FSI in the acquisition, and will not
assume any indebtedness for borrowed money.

Fresno Sub has agreed to enter into a three year Employment
Agreement with Tom Jones as district president - Fresno.  The
Employment Agreement will provide for, among other things, base
compensation and severance through the term of the Employment
Agreement in the event Mr. Jones is terminated by the company
without cause.

Fresno Sub and Fresno 2 Sub will enter into a Non-Compete
Agreement with each of the Shareholders for a five year term.  
Subject to the terms and conditions of the Non-Compete Agreement,
the Shareholders will not:

   (i) engage in any "Competitive Activity" in the "Restricted
       Territory"; or

  (ii) obtain any benefit from any affiliate of the Shareholder
       engaged in any Competitive Activity in the Restricted
       Territory.

None of Team Enterprises, Bell Hop, Team Equipment or FSI has had
any material relationship or association with Parent.

                      About US Dry Cleaning

Headquartered in Palm Springs, California, U.S. Dry Cleaning
Corporation fka First Virtual Communications Inc.(OTC:UDRY) --
http://www.usdrycleaning.com/-- is engaged in laundry and dry  
cleaning business and operates in Honolulu and Palm Springs. the
company was incorporated in October 1993.

                       Going Concern Doubt

Squar, Milner, Miranda & Williamson, LLP, expressed substantial
doubt about US Dry Cleaning Corporation's ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Sept. 30, 2006.  The auditing firm
pointed to the company's recurring losses from operations and
accumulated deficit of approximately
$6.9 million at Sept. 30, 2006.


WELLS FARGO: Fitch Cuts Rating on $32.84 Million Certificates
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on Wells Fargo Home
Equity asset-backed certificates.  Affirmations total $600.1
million and downgrades total $32.84 million.  Break Loss
percentages and Loss Coverage Ratios for each class is included
with the rating actions as:

Wells Fargo, series 2006-2

  -- $492.3 million class A affirmed at 'AAA' (BL: 73.91, LCR:
     8.27);

  -- $30 million class M-1 affirmed at 'AA+' (BL: 24.29, LCR:
     2.72);

  -- $25.5 million class M-2 affirmed at 'AA' (BL: 21.56, LCR:
     2.41);

  -- $14.6 million class M-3 affirmed at 'AA-' (BL: 19.76, LCR:
     2.21);

  -- $13 million class M-4 affirmed at 'A+' (BL: 17.70, LCR:
     1.98);

  -- $13 million class M-5 affirmed at 'A' (BL: 15.63, LCR:
     1.75);

  -- $11.8 million class M-6 affirmed at 'A-' (BL: 13.74, LCR:
     1.54);

  -- $11.4 million class M-7 downgraded to 'BB+' from 'BBB+'
     (BL: 9.60, LCR: 1.07);

  -- $8.9 million class M-8 downgraded to 'BB-' from 'BBB' (BL:
     8.31, LCR: 0.93);

  -- $4.5 million class M-9 downgraded to 'B+' from 'BBB-' (BL:
     7.60, LCR: 0.85);

  -- $8.1 million class M-10 downgraded to 'CCC' from 'BB+'
     (BL: 6.62, LCR: 0.74).

Deal Summary

  -- Originators: (100% Wells Fargo);
  -- 60+ day Delinquency: 12.44%;
  -- Realized Losses to date (% of Original Balance): 0.04%;
  -- Expected Remaining Losses (% of Current Balance): 8.94%;
  -- Cumulative Expected Losses (% of Original Balance): 7.14%.


WHITE BIRCH: Weak Liquidity Profile Cues Moody's to Cut Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded the long term ratings of
White Birch Paper Company.  Specifically, Moody's downgraded the
first lien senior secured term loan to Caa1 from B1 and the second
lien senior secured term loan to Caa2 from Caa1.  In addition,
Moody's downgraded the company's senior secured revolving credit
facility to B1 from Ba3, its corporate family rating to Caa1 from
B2, and its speculative grade liquidity rating to SGL-4 from SGL-
2. The rating outlook is stable.

The rating action reflects Moody's view that over the next twelve
months the company's liquidity profile will be weak, primarily due
to the continuing unfavorable trends within the newsprint industry
contributing to very tight covenant headroom.  Declines in
consumption rates for newsprint, a stronger Canadian dollar, weak
pricing, and escalating costs for wastepaper and energy generated
weaker than expected operating and cash flow performance in the
second quarter of 2007.

With the expectation that certain of these trends will not abate
in the short-term, Moody's believes operating performance in the
third quarter will be worse than the second quarter.  As a result,
White Birch may be required to obtain waivers or amendments to its
financial covenants under its credit facilities in order to
maintain access to its revolver. Alternatively, the company could
cure a possible covenant violation with an equity contribution.  
Moody's SGL ratings and SGL rating methodology do not assume that
borrowers will be able to obtain waivers or amendments or equity
infusions, hence the 2-notch drop in the speculative grade rating
to SGL-4, indicating weak liquidity.

In addition to the weak liquidity, the downgrade of the corporate
family rating to Caa1 reflects the company's reliance on a single
commodity product, the cyclical nature of newsprint prices, and
significant competitive pressures.

The last rating action occurred on May 9, 2007.  Moody's assigned
ratings for White Birch's new term loans whereby the proceeds were
used to refinance the company's existing debt.  At the time,
Moody's stated that significant declines in newsprint pricing,
consumption rates, and elevated wastepaper costs in 2007 made it
unlikely that White Birch would sustain its recent operating
performance and significantly reduce debt levels.  High wastepaper
or ONP costs have been attributable to strong demand in China.  
Moody's continues to expect that these factors, along with a
stronger Canadian dollar, will weaken the company's operating
margins over the next twelve months.

Downgrades:

Issuer: White Birch Paper Company

-- 1st Lien Sr. Sec. Term Loan, Downgraded to Caa1 from B1 and
    a range of 45-LGD3

-- 2nd Lien Sr. Sec. Term Loan, Downgraded to Caa2 from Caa1
    and a range of 75--LGD5

-- Sr. Sec. Revolving Credit Facility, Downgraded to B1 from
    Ba3 and a range of 20-LGD2

-- Speculative Grade Liquidity Rating, Downgraded to SGL-4
    from SGL-2

White Birch Paper Company, headquartered in Greenwich,
Connecticut, is a producer of newsprint and directory paper in
North America.


* Bell Boyd's Bankruptcy Practice Expands with Eight Attorneys
--------------------------------------------------------------
Bell Boyd & Lloyd LLP has expanded its bankruptcy practice with
the addition of eight attorneys who have joined the firm from
Freeborn & Peters LLP.

Harley J. Goldstein who was noted for his skill as counsel in some
of the nation's highest profile corporate insolvency proceedings,
will chair Bell Boyd's Bankruptcy and Restructuring Group.
    
Also joining Bell Boyd are James E. Morgan as partner and Sven T.
Nylen, Matthew E. McClintock, Joseph B. DiRago, Sarah H. Bryan and
Jeffrey M. Heller as associates.  Professor Clinton W. Francis
also joins the firm as a consultant.
    
"We are very pleased to welcome this prominent group of bankruptcy
practitioners to Bell Boyd," Jack McCarthy, the firm's chairman,
said.  "Their considerable experience and legal skill as advisors
in complex insolvency cases combined with the strength of our long
established bankruptcy practice, dating back over 15 years, will
enhance the services we offer to clients across the country and
internationally."
    
Mr. Goldstein has gained a reputation as an energetic litigator
with an impressive roster of successful results in bankruptcy
proceedings.  Two years ago, at the age of 32, he was named to the
Law Bulletin Publishing Company's 40 Illinois Attorneys Under
Forty to Watch.
    
"Bell Boyd provides the robust and comprehensive platform
necessary to help us pursue successfully the interests of our
clients who must navigate the current economic waters,
including the fallout from the subprime mortgage crisis," said Mr.
Goldstein.    

The new lawyers represent secured and unsecured creditors,
debtors, committees, trustees, equity security holders and other
parties in all transactional and litigation aspects of bankruptcy
cases.  They have successfully reorganized or liquidated numerous
companies both out-of-court and through chapter 11 proceedings.  
They also represent lenders and borrowers in out-of-court
operational and financial restructurings.

                  About Bell Boyd & Lloyd LLP
    
Headquartered in Chicago, Illinois, Bell Boyd & Lloyd LLP's
Bankruptcy and Restructuring Group -- http://www.bellboyd.com/     
-- has practiced in jurisdictions throughout the country helping
to resolve the difficult issues involving business insolvency and
restructuring for clients in the financial services,
manufacturing, technology, energy, health care and real estate
industries.


* Gregory Miller & 11 Lawyers Join Drinker Biddle's Pa. Office
--------------------------------------------------------------
Gregory P. Miller and 11 additional lawyers from premier boutique
firm Miller Alfano & Raspanti PC, are joining the Philadelphia
office of Drinker Biddle & Reath LLP.
    
Mr. Miller, who is managing partner of Miller Alfano, will be
joining Drinker Biddle as a partner.  Four of Miller's colleagues,
Heather C. Giordanella, Maria L.H. Lewis, Gregg W. Mackuse and
Stephen G. Stroup, will be joining as counsel to the firm.

Seven other lawyers will be associates at Drinker Biddle when the
move becomes official on Jan. 1, 2008.
    
Mr. Miller is known nationally for his role in the Fen-Phen
litigation.  A former assistant U.S. attorney and chief of the
Criminal Division at the Philadelphia U.S. Attorney's Office,
Miller has a substantial practice in the areas of white collar
criminal defense and securities and accounting litigation.
    
"This is a coup -- a unique opportunity for us to count someone as
talented and respected as Greg Miller as a colleague," said
Drinker Biddle Chairman Alfred W. Putnam, Jr.  "He is one of the
most highly regarded lawyers in the Commonwealth, and we expect
that we can provide him and his team with opportunities across the
country."
    
The dozen new lawyers are part of Drinker Biddle's ongoing
strategy of adding lawyers that fit the firm's values and
reputation, Andrew C. Kassner, Drinker Biddle's executive partner,
said.  "We don't grow for growth's sake, and we're not looking to
get bigger just to be big," he said.  "Instead, we're looking for
top-notch lawyers who want a collegial environment where they have
the freedom to serve their clients the best way possible.  
Accomplished and well-respected lawyers like Greg and his Miller
Alfano colleagues are just the kind of people we're looking for."
    
"I've known many Drinker Biddle lawyers in my career, and I've
always been impressed with their high level of professionalism and
integrity, along with their creativity and tenacity," said Mr.
Miller, who has been practicing law for more than 30 years. "They
know how to win and – more importantly -- are best at achieving
the right result for their clients."
    
"While a large part of his and his colleagues' practices in
Philadelphia are national in scope, Drinker Biddle's presence in
other major legal markets like Chicago, Washington, D.C., New
Jersey, New York and San Francisco will allow them to focus on
serving an even wider array of clients nationwide," he added.
    
Wilson M. Brown III, chair of Drinker Biddle's Commercial
Litigation Practice Group, said the addition of Mr. Miller and his
colleagues is a natural fit.  "Many of our lawyers here in
Philadelphia and around the country know them and have great
respect for the quality of their work," Mr. Brown said.  "They are
first-rate people who will thrive and succeed here."
    
In addition to Miller, Giordanella, Lewis, Mackuse and Stroup, the
other lawyers joining Drinker Biddle as associates are William L.
Carr, Joshua Gayl, Richard A. Hunter, A. Kristina Littman, Riley
H. Ross III, Billy J. Smith and Nicole B. Stach.
    
Since his appointment in 1998, Mr. Miller has performed a variety
of functions as the Special Master in the Fen-Phen multidistrict
litigation, including monitoring the progress of discovery in more
than 40,000 individual claims.  He has been asked to serve as a
special master or mediator in federal or state cases, and he is a
founding member of the Academy of Court Appointed Masters.
    
Mr. Miller's securities litigation work has included counseling a
Big Four accounting firm engagement partner in an action brought
by the Securities & Exchange Commission and representing directors
and officers who are defendants in securities class actions.

He has served as outside counsel to the Philadelphia Stock
Exchange and is active in representing defendants in SEC actions
involving late trading, market timing and improper management of a
hedge fund.
    
Mr. Miller entered private practice in 1984 after almost a decade
of public service, first as an officer in the U.S. Navy, Judge
Advocate General's Corps, and later with the U.S. Attorney's
Office in Philadelphia.  While a federal prosecutor, he became
nationally known in the health care enforcement area, prosecuting
the landmark health care fraud case United States v. Greber, which
established new law in the area of Medicare kickbacks.
    
Mr. Miller is also a frequent author and lecturer in the area of
legal ethics.  He served six years on the Disciplinary Board for
the Supreme Court of Pennsylvania, chairing its Rules Committee.
He is currently the chair of the Pennsylvania Board of Law
Examiners.
    
Ms. Giordanella works extensively on cases involving employment
and ERISA disputes, in addition to general commercial litigation
and Special Master services.  She was honored as one of two
outstanding members of the year by the National Association of
Women Lawyers and has been elected to serve as an at-large member
of the group's executive board.
    
Ms. Lewis focuses her practice on employment and commercial
disputes.  A Harvard Law School graduate, she began her career as
an assistant district attorney in the Philadelphia District
Attorney's Office, where she tried hundreds of preliminary
hearings and bench trials.  Last year, the Philadelphia Legal
Intelligencer named her as one of the women "On the Verge" in the
city's legal community.
    
Mr. Mackuse focuses his practice on a variety of complex
commercial litigation matters, including complex and health care
fraud cases and corporate internal investigations.  He has
extensive experience in insurance regulatory issues, insolvency
proceedings and insurance coverage disputes.
    
Mr. Stroup concentrates his practice on defending SEC regulatory
investigations and enforcement actions in addition to commercial
disputes.  He is both a Certified Public Accountant and Certified
Fraud Examiner, with prior experience in the accounting and
auditing profession.  He is currently a national director for the
American Association of Attorney-Certified Public Accountants.
    
Miller Alfano's other name partners, Marc S. Raspanti and Gaetan
J. Alfano, and several other lawyers are joining the Philadelphia
office of Pittsburgh-based Pietragallo Bosick & Gordon.

               About Drinker Biddle & Reath LLP
    
Headquartered in Philadelphia, Drinker Biddle & Reath LLP --
http://www.drinkerbiddle.com/-- is a law firm concentrating on  
providing clients with the best possible service in areas such as
corporate and securities, commercial litigation, health care,
communications litigation, products liability and mass tort,
intellectual property, HR law, real estate, corporate
restructuring, government and regulatory affairs,environmental,
insurance, investment management and private client services.  
Drinker Biddle has more than 650 lawyers in 12 offices nationwide,
with more than 300 litigators practicing in Philadelphia; Chicago;
Washington, D.C.; New York City; San Francisco; Los Angeles;
Milwaukee; Wilmington, Del.; Florham Park, N.J.; Princeton, N.J.;
Berwyn, Pa.; and, Albany, N.Y.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re John Mark Smith
   Bankr. E.D. Ark. Case No. 07-14863
      Chapter 11 Petition filed September 5, 2007
         See http://bankrupt.com/misc/akeb07-14863.pdf

In Re Searchtech Medical, Inc.
   Bankr. N.D. Calif. Case No. 07-52762
      Chapter 11 Petition filed September 5, 2007
         See http://bankrupt.com/misc/canb07-52762.pdf

In Re American Portable Toilets, Inc.
   Bankr. S.D. Fla. Case No. 07-17274
      Chapter 11 Petition filed September 5, 2007
         See http://bankrupt.com/misc/flsb07-17274.pdf

In Re David Nass
   Bankr. N.D. Ill. Case No. 07-16204
      Chapter 11 Petition filed September 5, 2007
         See http://bankrupt.com/misc/ilnb07-16204.pdf

In Re Graduate Construction, Inc.
   Bankr. E.D. Mich. Case No. 07-57641
      Chapter 11 Petition filed September 5, 2007
         See http://bankrupt.com/misc/mieb07-57641.pdf

In Re Powell's Place, L.L.C.
   Bankr. N.D. Calif. Case No. 07-31155
      Chapter 11 Petition filed September 5, 2007
         Filed as Pro Se

In Re Anthony Maurice Centonze
   Bankr. M.D. Tenn. Case No. 07-06443
      Chapter 11 Petition filed September 5, 2007
         See http://bankrupt.com/misc/tnmb07-06443.pdf

In Re Deerfield Estates, Inc.
   Bankr. W.D. Virginia Case No. 07-71381
      Chapter 11 Petition filed September 5, 2007
         See http://bankrupt.com/misc/vawb07-71381.pdf

In Re Warehouse Operations, Inc.
   Bankr. E.D. Calif. Case No. 07-90954
      Chapter 11 Petition filed September 6, 2007
         See http://bankrupt.com/misc/caeb07-90954.pdf

In Re Picture Perfect Lawn and Landscaping, Inc.
   Bankr. M.D. Fla. Case No. 07-03878
      Chapter 11 Petition filed September 6, 2007
         See http://bankrupt.com/misc/flmb07-03878.pdf

In Re Whirlwind, Inc.
   Bankr. E.D. La. Case No. 07-11670
      Chapter 11 Petition filed September 6, 2007
         See http://bankrupt.com/misc/laeb07-11670.pdf

In Re 405 W. Main Street, L.L.C.
   Bankr. D. Md. Case No. 07-18499
      Chapter 11 Petition filed September 6, 2007
         See http://bankrupt.com/misc/mdb07-18499.pdf

In Re At Your Service Cleaning Contractors Inc.
   Bankr. E.D. Mich. Case No. 07-32975
      Chapter 11 Petition filed September 6, 2007
         See http://bankrupt.com/misc/mieb07-32975.pdf

In Re Richard J. Russell
   Bankr. W.D. Penn. Case No. 07-71002
      Chapter 11 Petition filed September 6, 2007
         See http://bankrupt.com/misc/pawb07-71002.pdf

In Re Chemistry and Technology for Genes, Inc.
   Bankr. N.D. Calif. Case No. 07-52779
      Chapter 11 Petition filed September 6, 2007
         Filed as Pro Se

In Re Life Restaurant Group, L.L.C.
   Bankr. S.D. Tex. Case No. 07-36221
      Chapter 11 Petition filed September 6, 2007
         Filed as Pro Se

In Re Robert Leslie Beard
   Bankr. M.D. Tenn. Case No. 07-06490
      Chapter 11 Petition filed September 6, 2007
         See http://bankrupt.com/misc/tnmb07-06490.pdf

In Re William Thomas Winchester
   Bankr. W.D. Tenn. Case No. 07-28512
      Chapter 11 Petition filed September 6, 2007
         See http://bankrupt.com/misc/tnwb07-28512.pdf

In Re Medicus Graphics Center
   Bankr. C.D. Calif. Case No. 07-17870
      Chapter 11 Petition filed September 7, 2007
         See http://bankrupt.com/misc/cacb07-17870.pdf

In Re Ole' Ole', L.L.C.
   Bankr. M.D. Fla. Case No. 07-04184
      Chapter 11 Petition filed September 7, 2007
         See http://bankrupt.com/misc/flmb07-04184.pdf

In Re Tom Hayden Painting & Pressure Washing, Inc.
   Bankr. M.D. Fla. Case No. 07-08185
      Chapter 11 Petition filed September 7, 2007
         See http://bankrupt.com/misc/flmb07-08185.pdf

In Re Rickie Allen Bair
   Bankr. N.D. Ind. Case No. 07-12536
      Chapter 11 Petition filed September 7, 2007
         See http://bankrupt.com/misc/innb07-12536.pdf

In Re B.B.&C. Construction Co. Inc.
   Bankr. W.D. Penn. Case No. 07-25658
      Chapter 11 Petition filed September 7, 2007
         See http://bankrupt.com/misc/pawb07-25658.pdf

In Re Lovette Pourhouse Properties, L.L.P.
   Bankr. W.D. Penn. Case No. 07-71011
      Chapter 11 Petition filed September 7, 2007
         See http://bankrupt.com/misc/pawb07-71011.pdf

In Re T.C. Leasing, L.L.C.
   Bankr. M.D. Fla. Case No. 07-04161
      Chapter 11 Petition filed September 7, 2007
         Filed as Pro Se

In Re Trans Continental Publishing, Inc.
   Bankr. M.D. Fla. Case No. 07-04160
      Chapter 11 Petition filed September 7, 2007
         Filed as Pro Se

In Re R.M.G. Business Enterprises, Inc.
   Bankr. E.D. Va. Case No. 07-12471
      Chapter 11 Petition filed September 8, 2007
         See http://bankrupt.com/misc/vaeb07-12471.pdf

In Re T.J.S. Equipment, Inc.
   Bankr. S.D. Ill. Case No. 07-31804
      Chapter 11 Petition filed September 10, 2007
         See http://bankrupt.com/misc/ilsb07-31804.pdf

In Re Lujacq Lease Company, Inc.
   Bankr. E.D. La. Case No. 07-11709
      Chapter 11 Petition filed September 10, 2007
         See http://bankrupt.com/misc/laeb07-11709.pdf

In Re Julie A.L. McDermott
   Bankr. D. Mass. Case No. 07-15701
      Chapter 11 Petition filed September 10, 2007
         See http://bankrupt.com/misc/mab07-15701.pdf

In Re Belmont Properties, L.L.C.
   Bankr. D. N.J. Case No. 07-22898
      Chapter 11 Petition filed September 10, 2007
         See http://bankrupt.com/misc/njb07-22898.pdf

In Re David Elias Zamora
   Bankr. D. N.M. Case No. 07-12225
      Chapter 11 Petition filed September 10, 2007
         See http://bankrupt.com/misc/nmb07-12225.pdf

In Re Elizabeth Francis Ryan
   Bankr. D. N.J. Case No. 07-22907
      Chapter 11 Petition filed September 10, 2007
         Filed as Pro Se

In Re S.W.J. Holdings, L.L.C.
   Bankr. D. N.J. Case No. 07-22951
      Chapter 11 Petition filed September 10, 2007
         Filed as Pro Se

In Re James E. Anderson
   Bankr. W.D. Wisconsin Case No. 07-13527
      Chapter 11 Petition filed September 10, 2007
         Filed as Pro Se

In Re Michael Anthony Adams
   Bankr. N.D. Calif. Case No. 07-42918
      Chapter 11 Petition filed September 10, 2007
         Filed as Pro Se

In Re Joaquin S. Castro
   Bankr. S.D. Calif. Case No. 07-04999
      Chapter 11 Petition filed September 10, 2007
         Filed as Pro Se

In Re Casa Blanca Group, L.L.C.
   Bankr. D. Ariz. Case No. 07-00461
      Chapter 11 Petition filed September 11, 2007
         See http://bankrupt.com/misc/azb07-00461.pdf

In Re Lisa` Marie Purselley
   Bankr. D. Ariz. Case No. 07-04541
      Chapter 11 Petition filed September 11, 2007
         See http://bankrupt.com/misc/azb07-04541.pdf

In Re Seeds of Greatness Child Development Center, Inc.
   Bankr. N.D. Ga. Case No. 07-74815
      Chapter 11 Petition filed September 11, 2007
         See http://bankrupt.com/misc/ganb07-74815.pdf

In Re Courthouse Grill L.L.C.
   Bankr. N.D. Ill. Case No. 07-72168
      Chapter 11 Petition filed September 11, 2007
         See http://bankrupt.com/misc/ilnb07-72168.pdf

In Re Cidra Memorial, Inc.
   Bankr. D. P.R. Case No. 07-05171
      Chapter 11 Petition filed September 11, 2007
         See http://bankrupt.com/misc/prb07-05171.pdf

In Re Fair Seas, L.L.C.
   Bankr. C.D. Calif. Case No. 07-12876
      Chapter 11 Petition filed September 11, 2007
         Filed as Pro Se

In Re J.M.V. International Development
   Bankr. E.D. Mo. Case No. 07-45945
      Chapter 11 Petition filed September 11, 2007
         Filed as Pro Se

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, Sheena R. Jusay, and
Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***