TCR_Public/070914.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, September 14, 2007, Vol. 11, No. 218

                             Headlines

ADELPHIA COMMS: Distributes to Holders of Allowed Claims
ALERIS INTERNATIONAL: Completes Wabash Alloys Buyout from Connell
AMERICAN HOME: Delaware Court Approves Pact with Fannie Mae
AMERIQUEST MORTGAGE: S&P Lowers Ratings on 25 Certificate Classes
ARCADIA RESOURCES: Resolves Licensure Issues with Medicare

AVADO BRANDS: Wants Until Nov. 5 to File Schedules and Statements
AVADO BRANDS: Gets Interim Nod to Access $24 Million DDJ Financing
AYISHA BENHAM: Case Summary & Largest Unsecured Creditor
BASELINE GAS: High Leverage Prompts Moody's to Junk Rating
BEAR STERNS: Fitch Junks Ratings on Two Certificate Classes

BPO MANAGEMENT: Posts $1.3 Million Net Loss in Qtr. Ended June 30
C-BASS: Fitch Junks Rating on 2003-RP1 Class B-2 Certificates
C-BASS: Fitch Downgrades Ratings on $3.2 Million Certificates
CALPINE CORPORATION: Inks Pact Allowing $54.5 Million in Claims
CALPINE CORP: Completes Sale of 50% Acadia Plant Stake to Cajun

CHAPARRAL STEEL: Stockholders Give Nod on Gerdau Ameristeel Merger
CHESAPEAKE ENERGY: S&P Holds BB Corporate Credit Rating
CII CARBON: Rain Takeover Prompts S&P to Withdraw B+ Ratings
CINCINNATI BELL: June 30 Balance Sheet Upside-Down by $744 Million
COBA LLC: Voluntary Chapter 11 Case Summary

CREDIT SUISSE: S&P Affirms Ratings on 19 Certificate Classes
CV THERAPEUTICS: June 30 Balance Sheet Upside-Down by $129 Million
DELPHI CORP: Gets Nod to File GM Settlement Exhibits Under Seal
DUN & BRADSTREET: June 30 Balance Sheet Upside-Down by $429.6 Mil.
DURA AUTOMOTIVE: Disclosure Statement has Adequate Information

DURA AUTOMOTIVE: Wants Court Nod on Solicitation Procedures
EASTMAN KODAK: S&P Holds B+ Rating and Removes Negative Watch
EMERITUS CORP: June 30 Balance Sheet Upside-Down by $111.5 Million
FOOT LOCKER: May Be Unable to Comply with Fixed Charge Ratio
FOOT LOCKER: S&P Retains BB+ Ratings Under Negative Watch

FORD MOTOR: Inks Landmark Agreement with Romanian Government
GENERAL MOTORS: Has Until Midnight to Finalize Deal with UAW
GERDAU AMERISTEEL: Chaparral's Shareholders Approve Merger Deal
GLOBAL CREDIT: S&P Puts BB Rating Under Negative CreditWatch
GLOBAL POWER: Disclosure Statement Hearing Set for October 9

GLOBAL POWER: Court Extends Exclusivity Period to September 28
GLOBAL POWER: Court Approves Ninth Omnibus Objection to Claims
GREEN EARTH: S&P Withdraws B+ Rating at Sponsor's Request
GREGORY DUNCAN: Case Summary & 14 Largest Unsecured Creditors
GS MORTGAGE: Fitch Affirms Low-B Ratings on Six Cert. Classes

HARRAH'S ENTERTAINMENT: Affiliate Purchases Macau Orient Golf
HEALTHSPRING INC: S&P Assigns B+ Counterparty Credit Rating
HILB ROGAL: Refinancing Plans Prompts S&P to Affirm BB Rating
HOLOGIC INC: High Leverage Cues S&P's BB- Corporate Credit Rating
HUDSON MEZZANINE: Moody's Downgrades Ratings on Three Notes

HUMBERTO GONZALES: Case Summary & 16 Largest Unsecured Creditors
INDEPENDENCE VII: Moody's Reviews Ba1 Rating and May Downgrade
INSIGHT COMMS: Posts $8.1 Mil. Net Loss in Qtr. Ended June 30
INNOVATIVE COMM: Stan Springel Appointed as Chapter 11 Trustee
INTERNATIONAL RECTIFIER: Delays Filing of Annual Financial Report

INTERNATIONAL RECTIFIER: S&P Retains Negative Watch on BB Rating
INTERSTATE BAKERIES: Seeks Court Nod on Exclusivity Extension
IWT TESORO: Wants Approval on Rader & Coleman as Special Counsel
IWT TESORO: Selects Focus Management as Financial Advisor
JETBLUE AIRWAYS: COO Russ Chew Appointed as President

JHT HOLDINGS: Weak Performance Prompts S&P's Negative Watch
JORDAN INDUSTRIES: S&P Withdraws Ratings at Company's Request
KARA HOMES: Wants Court to Approve Peter Costanzo as Auctioneer
KARA HOMES: Maplewood Homebuilders Takes Care of 12 Properties
LEAP WIRELESS: James D. Dondero Resigns from Board of Directors

LENNOX INTERNATIONAL: Completes Stock Exchange Deal with AOC
MAC-GRAY CORP: S&P Lowers Corporate Credit Rating to BB- from BB
MADISON SQUARE: Credit Support Level Cues S&P to Hold Ratings
MARCAL PAPER: Disclosure Statement Hearing Deferred to Oct. 26
MARCAL PAPER: Court OKs Exit Financing Pact with Merrill Lynch

MERRILL LYNCH: Fitch Cuts Ratings on Three Certificate Classes
ML-CFC: Fitch Puts Low-B Ratings on Six Certificate Classes
MORGAN STANLEY: Credit Enhancement Cues S&P to Affirm Ratings
MOUNTAIN LAKE: Competitive Market Cues S&P's B+ Credit Rating
MWAM CBO: Fitch Junks Rating on $21.8 Million Class B Notes

NEW MOUNTAIN: Moody's Rates $235 Million Senior Loan at B1
NORCAL WASTE: S&P Withdraws BB- Rating at Company's Request
OGLEBAY NORTON: Harbinger Prepared to Enter into Definitive Pact
PACER HEALTH: June 30 Balance Sheet Upside-Down by $7.4 Million
PACIFIC LUMBER: Has No Cause to Extend Exclusivity, BoNY Says

PACIFIC LUMBER: Committee Wants Exclusivity Extension Plea Denied
PACIFIC LUMBER: Revises Exclusivity Extension Plea
PATRICIA PASCO: Voluntary Chapter 11 Case Summary
PEADEN GRILL: Case Summary & 26 Largest Unsecured Creditors
POLYONE CORP: Posts $5.4 Million Net Loss in Quarter Ended June 30

QUANTA SERVICES: InfraSource Buy Cues Moody's to Up Rating to Ba3
REDDY ICE: Earns $20.25 Million from Clod Storage Business Sale
REGENCY GAS: Good Credit Implications Cue S&P to Lift Rating
RESPONSE BIOMEDICAL: Names S. Wayne Kay as Chief Exec. Officer
SANDY CREEK: S&P Rates $1 Billion Sr. Credit Facilities at BB-

SEA CONTAINERS: Wants Exclusive Period Extended to December 21
SECURITIZED ASSET: Fitch Places BB+ Rating on Negative Watch
SENTINEL MANAGEMENT: Trustee Wants Jenner & Block as Counsels
SENTINEL MANAGEMENT: Gets Dec. 17 Extension to File Plan
SHERWOOD III: Moody's Cuts Rating on $7 Mil. Class C Notes to Ba3

SINCLAIR BROADCAST: Paying $0.15/Share Dividend on October 12
SPHERIS INC: Secures $95 Million Senior Credit Facilities
STATIC RESIDENTIAL: Moody's Cuts Rating on Class D Notes to Ba3
SUN MICROSYSTEMS: Inks Deal to Acquire Majority of Cluster File
TCO FUNDING: Moody's Affirms Ba3 Ratings on $264 Million Loans

TRACY ARNOLD: Case Summary & 17 Largest Unsecured Creditors
TRICHE HAULING: Case Summary & 20 Largest Unsecured Creditors
TUPPERWARE BRANDS: S&P Affirms BB Corporate Credit Rating
US ONCOLOGY: Revenue Pressure Cues Moody's to Cut Rating to B2
VOLT INFORMATION: Net Income Up 9% in Quarter Ended July 29

WCI COMMUNITIES: S&P Holds Junk Ratings and Removes Negative Watch
WERNER LADDER: Committee Wants D&O Medical Benefit Funding Stopped
WERNER LADDER: Insurance Recipients Want Panel's Motion Modified

* Fitch Puts Tobacco Settlement Bonds' Ratings Under Watch
* Moody's Takes Ratings Actions on Portfolio Credit Default Swap
* S&P Places 48 US CDO Tranche Ratings Under Negative Watch

* Buccino Just For Feet Testimony Results in $41.5 Mil. Payments
* Chadbourne & Parke Files Pro Bono Suit to Up Judicial Salaries
* Prof. Joost Pauwelyn Joins King & Spalding as Senior Advisor

* BOOK REVIEW: Investing in Junk Bonds: Inside the High Yield
               Debt Market

                             *********

ADELPHIA COMMS: Distributes to Holders of Allowed Claims
--------------------------------------------------------
Adelphia Communications Corporation provided a chart that
summarizes the distributions of cash and shares of TWC Class A
Common Stock to holders of allowed claims under the Plan made
through Aug. 31, 2007.

The chart is based on the assumption that distributions made to
Indenture Trustees for the benefit of the underlying noteholders
will be distributed in their entirety to the noteholders and will
not be subject to holdback or reduction with respect to any claims
of the applicable Indenture Trustee.

The chart does not reflect additional distributions that may be
made after Aug. 31, 2007 as a result of the release of escrows,
reserves and holdbacks.

The amount and timing of additional distributions resulting from
the release of the escrows, reserves and holdbacks are subject to
the terms and conditions of the First Modified Fifth Amended Joint
Chapter 11 Plan of Reorganization of Adelphia Communications
Corporation and Certain Affiliated Debtors, dated as of Jan. 3,
2007, and numerous other conditions and uncertainties, many of
which are outside the control of Adelphia Communications
Corporation and its subsidiaries.

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

             http://ResearchArchives.com/t/s?2354

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/-- is a cable  
television company.  Adelphia serves customers in 30 states and
Puerto Rico, and offers analog and digital video services,
Internet access and other advanced services over its broadband
networks.  The company and its more than 200 affiliates filed for
Chapter 11 protection in the Southern District of New York on June
25, 2002.  Those cases are jointly administered under case number
02-41729.  Willkie Farr & Gallagher represents the Debtors in
their restructuring efforts.  PricewaterhouseCoopers serves as the
Debtors' financial advisor.  Kasowitz, Benson, Torres & Friedman,
LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represent the
Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-
10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates' chapter 11 cases.

The Court confirmed the Debtors' First Modified Fifth Amended
Joint Chapter 11 Plan of Reorganization on Feb. 13, 2007.


ALERIS INTERNATIONAL: Completes Wabash Alloys Buyout from Connell
-----------------------------------------------------------------
Aleris International Inc. has completed its purchase of Wabash
Alloys from Connell Limited Partnership.
    
"The combination of Wabash Alloys and our specification alloy
business unit will create an organization well positioned to serve
the needs of a broad customer base with enhanced processing
capabilities," Steve Demetriou, chairman and chief executive
officer stated.

As reported in the Troubled Company Reporter on July 10, 2007,
Aleris International has entered into a definitive agreement to
acquire Wabash Alloys from Connell Limited for approximately
$194 million, with certain adjustments for working capital and
other items.

                       About Wabash Alloys

Headquartered in Wabash, Indiana Wabash Alloys  --
http://www.wabashalloys.com/-- uses aluminum scrap to produce  
aluminum casting alloys and molten aluminum.  The company's
products are used by customers in the die casting, sand casting,
and steel producing industries.  Wabash Alloys maintains eight
facilities, located in the US, Canada, and Mexico.  The company
was founded in 1958 and is owned by Connell Limited Partnership.

                           About Aleris

Headquartered in Beachwood, Ohio, Aleris International Inc.
(NYSE: ARS) -- http://www.aleris.com/-- manufactures aluminum  
rolled products and extrusions, aluminum recycling and
specification alloy production.  The company is also a recycler of
zinc and a leading U.S. manufacturer of zinc metal and value-added
zinc products that include zinc oxide and zinc dust.  The company
operates 55 production facilities in North America, Europe, South
America and Asia, and employs approximately 9,200 employees.

                          *    *    *

Standard & Poor's assigned Aleris International Inc. a B+ senior
secured first-lien term loan rating with a '2' recovery rating.


AMERICAN HOME: Delaware Court Approves Pact with Fannie Mae
-----------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware has approved a stipulation inked by American
Home Mortgage Investment Corp. and its debtor-affiliates with
Fannie Mae that will allow American Home to continue servicing a
portfolio of $5,200,000,000 in government-backed mortgage loans
pending the sale of its servicing business.

On July 31, 2007, Fannie Mae notified American Home that it was
terminating Melville-New York based company's servicing rights as
a result of breaches of their servicing deal related to American
Home's declining financial condition.  On August 6, American Home
and its affiliates sought Chapter 11 protection, seeking to sell
their servicing business as well as certain mortgage loans and
mortgage-backed residual interests in securitization trusts under
a bankruptcy court-supervised bidding and auction.

The Debtors told the Delaware Court they expect to obtain the
maximum return from the sale of their servicing business if they
continue to service 36,700 loans under the Fannie Mae Portfolio,
and subsequently sell their servicing rights to the highest
bidder.  The servicing rights under the Fannie Mae portfolio
represent approximately 10% in unpaid principal balance, and 15%
in loan value, of the loans serviced by the AHM and its debtor-
subsidiaries' servicing business.

Under the parties' stipulation, Fannie Mae has agreed to allow
the Debtors to retain their servicing rights, pending the sale of
their servicing business.  The Debtors, however, are required to
to close the sale by October 31, 2007, and gather bids for by
September 18, and (ii) sign a binding agreement for the sale of
servicing rights with a Fannie Mae-approved servicer on or before
October 1 .

In an event of default under the stipulation, Fannie Mae will
receive from AHM $3,250,000 on top of all amounts due under the
their servicing deal, and will designate Bank of America as
interim servicer effective November 1, 2007.

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

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


AMERIQUEST MORTGAGE: S&P Lowers Ratings on 25 Certificate Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 13
classes of asset-backed pass-through certificates from eight
Ameriquest Mortgage Securities Inc. transactions.  In addition,
S&P lowered its ratings on 12 other classes from nine series and
removed them from CreditWatch with negative implications. Lastly,
S&P affirmed its ratings on 27 classes from 10 series.
     
The downgrades reflect the adverse performance of the collateral
pools.  Monthly net losses have significantly outpaced monthly
excess interest, resulting in the erosion of overcollateralization
and subordination.  In fact, O/C has been reduced to zero for
three of the 10 transactions (series 2002-C, 2003-1, and 2003-2),
resulting in the default of the lowest rated class in each of
these series.  As of the Aug. 25, 2007, distribution date, total
delinquencies ranged from 15.91% (series 2003-7) to 31.57% (series
2002-AR1) of the current pool balances.  Cumulative realized
losses ranged from 1.18% (series 2004-R2) to 2.35% (series 2002-C)
of the original pool balances.  Six of the 10 transactions had
outstanding pool balances of less than 10%, while the other four
had outstanding pool balances of less than 22%.
     
The affirmed ratings reflect adequate actual and projected credit
support provided by subordination.
     
The collateral for these deals consists of 30-year, fixed- and
adjustable-rate subprime mortgage loans secured by first liens on
one- to four-family residential properties.


                       Ratings Lowered

             Ameriquest Mortgage Securities Inc.
           Asset-backed pass-through certificates

                                      Rating
                                      ------
          Series    Class        To             From
          ------    -----        --             ----
          2002-C    M-2          D              CCC
          2003-1    M-2          BBB            A+
          2003-1    M-4          D              CCC
          2003-2    M-4          D              CCC
          2003-6    M-5          B              BBB
          2003-7    M-4          BB             A-
          2003-AR2  M-2          BBB            AA-
          2004-R2   M-7          BB+            BBB+
          2004-R2   M-8          B              BBB
          2004-R4   M-3          BBB-           A-
          2004-R4   M-4          B              BBB+
          2004-R4   M-5          B-             BBB
          2004-R4   M-6          CCC            BBB-

     Ratings Lowered and Removed from CreditWatch Negative

                  Ameriquest Mortgage Securities Inc.
                Asset-backed pass-through certificates

                                        Rating
                                        ------
            Series    Class        To             From
            ------    -----        --             ----
            2002-AR1  M-3          BBB           A/Watch Neg
            2002-AR1  M-4          BBB-          A-/Watch Neg
            2002-4    M-4          CCC           BB/Watch Neg
            2003-1    MF-3, MV-3   CCC           B/Watch Neg
            2003-2    M-2          BB            A/Watch Neg
            2003-2    M-3          CCC           B/Watch Neg
            2003-6    M-6          CCC           B/Watch Neg
            2003-7    M-5          CCC           BB-/Watch Neg
            2003-AR2  M-3          CCC           BBB/Watch Neg
            2004-R2   M-9          CCC           BBB-/Watch Neg
            2004-R4   M-7          CCC           B/Watch Neg

                       Ratings Affirmed

                  Ameriquest Mortgage Securities Inc.
                Asset-backed pass-through certificates

             Series    Class               Rating
             ------    -----               ------
             2002-AR1  M-1, M-2            AAA
             2002-C    M-1                 BBB
             2002-4    M-2                 AA-
             2002-4    M-3                 BBB
             2003-1    M-1                 AA+
             2003-2    M-1                 AA+
             2003-6    M-1                 AA
             2003-6    M-2                 A
             2003-6    M-3                 A-
             2003-6    M-4                 BBB+
             2003-7    A, M-1              AAA
             2003-7    M-2                 AA+
             2003-7    M-3                 A+
             2003-AR2  M-1                 AAA
             2004-R2   A-1A, A-1B, A-4     AAA
             2004-R2   M-1                 AA+
             2004-R2   M-2                 AA
             2004-R2   M-3                 AA-
             2004-R2   M-4                 A+
             2004-R2   M-5                 A
             2004-R2   M-6                 A-
             2004-R4   M-1                 AA
             2004-R4   M-2                 A


ARCADIA RESOURCES: Resolves Licensure Issues with Medicare
----------------------------------------------------------
Arcadia Resources Inc. disclosed on Tuesday that it has received
notification from the Centers for Medicare and Medicaid Services
confirming the correction of the issuance date for one of the
company's supplier numbers.  As a result, the company will bill
and expects to receive Medicare reimbursement for certain durable
medical and respiratory equipment and services previously thought
to be uncollectible due to this licensure issue.  

The notification specifically relates to goods sold and services
provided subsequent to the Alliance Oxygen and Medical Equipment
acquisition in July 2006.  In total, the company has established
reserves of approximately $1.3 million due to these Florida
licensure issues.

"These anticipated Medicare payments will improve our liquidity
and financial position in the short-term.  We expect this will
provide between $700,000 and $800,000 in additional EBITDA and
cash flow for the company and will help us move towards our stated
commitment of being EBITDA and cash flow positive beginning in
October 2007, our fiscal 2008 third quarter," said Marvin
Richardson, chief executive officer.

Arcadia Resources says that the post-acquisition licensure and
credentialing process for durable medical equipment operations is
time consuming and has resulted in delays in billing and
collections.  In some instances, the claims were initially denied,
requiring the company to establish significant reserves following
the acquisitions.

"We are encouraged that a portion of the fully reserved
receivables related to similar DME licensure issues from other
business acquisitions may ultimately be collected.  Further, this
positive news will be one of the considerations in determining the
adequacy of our accounts receivable reserves going forward,"
concluded Mr. Richardson.

                     About Arcadia Resources

Headquartered in Southfield, Mich. Arcadia Resources, Inc. (AMEX:
KAD) -- http://www.arcadiaresourcesinc.com/-- is a national  
provider of alternate site healthcare services and products,
including respiratory and durable medical equipment; non-medical
and medical staffing, including travel nursing.  Through industry
partnerships, the company is also establishing walk-in routine
(non-emergency) medical clinics inside of retail stores.

The company reported net revenues of $42.2 million for the fiscal
first quarter ended March 31, 2007.  EBITDA loss for the fiscal
first quarter of 2008 was $2.2 million, of which $1.8 million was
attributable to the company's clinic business.

                          *     *     *

As reported in the Troubled Company Reporter on July 4, 2007,
BDO Seidman LLP, in Troy, Michigan, expressed substantial doubt
about Arcadia Resources Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended March 31, 2007, and 2006.  The
auditing firm pointed to the company's recurring losses from
operations.


AVADO BRANDS: Wants Until Nov. 5 to File Schedules and Statements
-----------------------------------------------------------------
Avado Brands, Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware to extend their
deadline to file their schedules of assets and liabilities and
statements of financial through Nov. 5, 2007.

The Debtors relate that they haven't had sufficient time to
collect and assemble all of the requisite financial data and other
information needed to prepare all of the schedules and statements
required by the Bankruptcy Rules.  The Debtors further relate to
the Court that they have already begun to work diligently on the
documents.  However, the Debtors believe that they will need at
least 60 days, instead of the 15 days provided in the Bankruptcy
Code, to complete the filing.

                        About Avado Brands

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: Gets Interim Nod to Access $24 Million DDJ Financing
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Avado
Brands, Inc. and its debtor-affiliates interim approval to obtain
debtor-in-possession financing in the amount of $24 million from
DDJ Capital Management, LLC.

The Debtors tell the Court that that they need the funds in order
to continue the operation of their businesses.  The Debtors add
that the use of cash collateral alone is not sufficient to meet
the Debtors' immediate post-petition liquidity needs.  And
besides, the Debtors are prohibited to use pre-petition cash
collateral.  The Debtors also relate to the Court that they were
unable to obtain funds from other sources in more terms favorable
than those offered by DDJ.

The Debtors assure the Court that the DIP financing is essential
to their businesses and the preservation of their assets and
properties, and is in the best interest of the Debtors, their
estates and creditors.

             DIP Liens Senior to Pre-Petition Liens

The Debtors disclose that pursuant to a credit agreement dated
May 19, 2005, among the Debtors and their subsidiaries, borrowers,
DDJ Capital, agent and certain lenders, the pre-petition lenders
provided loans to the Debtors.  As of the bankruptcy filing, the
Debtors disclose that they owe the pre-petition lenders an amount
not less than $47 million.

As collateral to their pre-petition obligations, the Debtors
granted the pre-petition agent a line on substantially all of the
Debtors' assets.  However the pre-petition agent and lenders, the
Debtors further relate, have consented that DIP liens will be
granted priority over the pre-petition liens.

The Court has set a final hearing on the Debtors' request to
access DDJ Capital's DIP financing on Sept. 26, 2007, at
10:30 a.m.

                        About Avado Brands

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.


AYISHA BENHAM: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Ayisha Benham
        3801 Painted Pony Road
        Richmond, CA 94803

Bankruptcy Case No.: 07-42959

Chapter 11 Petition Date: September 13, 2007

Court: Northern District of California (Oakland)

Judge: Edward D. Jellen

Debtor's Counsel: Marc Voisenat, Esq.
                  Law Offices of Marc Voisenat
                  1330 Broadway, Suite 1035
                  Oakland, CA 94612
                  Tel: (510) 272-9710

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its Largest Unsecured Creditor:

   Entity                               Claim Amount
   ------                               ------------
Capital One                                     $600
P.O. Box 85520
Richmond, VA 23285


BASELINE GAS: High Leverage Prompts Moody's to Junk Rating
----------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Baseline
Oil & Gas Corp.  Moody's assigned a Caa2 Corporate Family Rating
and Probability of Default Rating to Baseline, and a Caa1 rating
(LGD 3, 41%) to its proposed $110 million of senior secured notes
due 2012.

Proceeds from the senior secured notes offering, combined with a
proposed offering of $50 million of senior subordinated
convertible notes due 2013 (not rated), will be used to fund the
acquisition of certain properties from DSX Energy Limited, LLP and
retire approximately $33 million of existing indebtedness.  

Moody's also assigned speculative grade liquidity rating of SGL-3
to Baseline.  The rating outlook is stable.

Pete Speer, Moody's Vice-President/Senior Analyst commented,
"Baseline's Caa2 corporate family rating reflects its very high
leverage on a small reserve base that is concentrated in two Texas
fields.  There is also substantial uncertainty regarding company's
future operating cost structure and capital productivity given its
limited operating history, having commenced operations in April
2007 following the acquisition of its North Texas properties."

The stable outlook is based on an expectation of generally
supportive commodity prices (particularly for oil) for the
remainder of 2007 and that Baseline will achieve its near term
production growth targets and meet its forecasts for unit
operating costs.  Baseline's forecasts for free cash flow are
relatively modest in comparison to its debt levels over the near
to medium term, so there is limited opportunity for meaningful de-
leveraging or positive ratings momentum in the near term.

Pro forma for the DSX acquisition, Baseline will have
approximately 11 million boe of total proved reserves, 4 million
boe of proved developed producing (PDP) reserves, and current
daily net production of 1,900 boe per day.  This reserve and
production scale is the smallest of all E&P companies rated by
Moody's and is concentrated in the Eliasville Field of North Texas
and the Blessing Field along the Texas Gulf Coast, providing low
diversification.  The $160 million of debt equates to over $24/boe
of proved developed reserves and $39/boe of PDP reserves, which
are among the highest levels of all rated E&P's.  Based on pro
forma production for the six months ended June 30, 2007, pro forma
interest expense per boe would be approximately $28/boe.  Even if
Baseline achieves the increased 2008 production levels included in
its proved reserve reports, the interest burden would be in excess
of $20/boe for 2008.  Approximately $9/boe for pro forma June 2007
and $7/boe of forecasted 2008 interest expense relate to the
senior subordinated convertible notes which could be paid-in-kind.  
This would reduce the cash burden but only defer the payment until
the subordinated notes maturity date, unless the notes are
converted into equity.

Lending support to the rating is the relative balance of
Baseline's proved reserves between oil and gas.  In the near term,
oil will account for over 45% of production which should help
overall price realizations for the remainder of 2007.  However,
the company's gas production is expected to grow faster than its
oil production, reducing oil to around 40% of production in 2008.
The company also has good visibility into near to medium term
production growth through the conversion of PDNP and PUDs to
producing reserves.  While much of this activity will be
relatively low risk recompletions, the company will still need to
execute with the drillbit in developing its PUD locations.

Baseline acquired the North Texas properties for $28.6 million and
is acquiring the DSX properties for $100 million.  The DSX
purchase price amounts to approximately $54,000 per barrel of
daily production and $19/boe including future development costs,
which is in line with recent transactions but high by historical
standards.  Baseline paid approximately $53,000 per barrel of
daily production for the North Texas properties and $8.60/boe
including future development costs.  This acquisition price per
boe appears low but this pricing reflects the Elias field's high
operating cost structure and 23 year reserve life.  Operating
costs for the Elias field were $29/boe in the second quarter of
2007 due to its ongoing waterflood operations.

The SGL-3 rating reflects adequate liquidity.  Baseline currently
forecasts capital spending to be within operating cash flow and
plans to employ hedging to mitigate its commodity price exposure.  
Even with its sales prices hedged, the company is exposed to
oilfield service cost inflation and operational issues that could
result in its operating costs coming in significantly higher than
forecasted.  Also, Moody's believes that the company's planned
capital spending levels may not be sufficiently productive to
adequately replace its reserves and achieve its production growth
targets, which could lead to higher capital spending.  These
uncertainties combined with working capital fluctuations may
result in operating cash flow shortfalls that will require
Baseline to use its cash balances (estimated to be $16 million at
closing) and $20 million senior secured revolving credit facility.
Other sources of cash are limited since Baseline's assets are
fully encumbered.

Baseline's high leverage and tight liquidity necessitates a high
level of hedging which requires strong controls over these
activities and magnifies the company's production interruption
risks.  Although its operations are currently all onshore, the DSX
properties account for over 70% of current production and are
located on the Texas Gulf Coast and therefore vulnerable to
hurricanes.

Pursuant to the terms of an inter-creditor agreement, the
$110 million senior secured notes are contractually subordinated
to the $20 million senior secured revolver.  Even with this second
lien status, the senior secured notes are notched up from the CFR
under Moody's LGD methodology due to the relative size of the
senior subordinated convertible notes.  However, the senior
secured carve-out does allow the revolver to increase with
increases in PV-10.  A relatively small increase in the size of
the revolver could result in a downgrade of the senior secured
notes under Moody's LGD methodology.

Baseline Oil & Gas Corp. is an independent exploration and
production company based in Houston, Texas.


BEAR STERNS: Fitch Junks Ratings on Two Certificate Classes
-----------------------------------------------------------
Fitch Ratings has taken rating actions on these classes from Bear
Stearns Asset Backed Securities Trust, series 2005-1:

   -- Class A affirmed at 'AAA';

   -- Class M1 affirmed at 'AA';

   -- Class M2 downgraded to 'BBB-' from 'A';

   -- Class M3 downgraded to 'BB' from 'A-';

   -- Class M4 downgraded to 'BB-' from 'BBB+';

   -- Class M5 downgraded to 'B' from 'BBB';

   -- Class M6 downgraded to 'CC' from 'BBB-', and assigned a
      Distressed Recovery (DR) rating of 'DR2'.

   -- Class M7 downgraded to 'CC' from 'B+'; and assigned DR
      rating of 'DR3'.

The mortgage pool consists of fixed- and adjustable-rate mortgage
loans secured by first and second liens on one- to four-family
residential properties.  At origination, approximately 13.68% of
the loans may be subject to special rules, disclosure requirements
and other provisions that were added to the federal Truth-in-
Lending Act by the Home Ownership and Equity Protection Act
(HOEPA) of 1994.

The affirmations reflect adequate relationships of credit
enhancement (CE) to future loss expectations and affect
approximately $72.6 million of outstanding certificates.  The
downgraded classes reflect the deterioration in the relationship
of CE to future loss expectations and affect approximately
$43.2 million of outstanding certificates.

For the past year, the overcollateralization (OC) has been below
the target amount due to losses exceeding excess spread.  The
decline of the OC has put negative pressure on the most
subordinate bonds.  As of the July 2007 remittance period, the 60+
delinquency (inclusive of foreclosures and REO) was 23.42% and the
cumulative loss to date is 2.78%.

EMC Mortgage Corporation., rated 'RPS1' by Fitch, is the servicer
for the above loans.

Fitch's Distressed Recovery (DR) ratings, introduced in April 2006
across all sectors of structured finance, are designed to estimate
recoveries on a forward-looking basis while taking into account
the time value of money.


BPO MANAGEMENT: Posts $1.3 Million Net Loss in Qtr. Ended June 30
-----------------------------------------------------------------
BPO Management Services Inc. incurred a net loss of $1.3 million
in the three months ended June 30, 2007, an increase from the
$597,076 net loss reported in the same period last year.  This
loss includes approximately $300,000 in non-cash charges related
to the issue of bridge loan warrants, management stock options and
balance sheet amortization/depreciation expense items.  In
addition, the company experienced higher than normal SG&A expenses
associated with business integration activities related to
recently acquired business units and professional service expenses
associated with new acquisition activity.

Second quarter total revenue for the three months ended June 30,
2007 was $2.4 million, up 86% compared to total revenue of
$1.3 million for the three months ended June 30, 2006.

Enterprise Content Management experienced continued growth and new
contract wins.  Net revenue from ECM products and services during
the three months ended June 30, 2007,increased 86% to $1.4 million
compared to $727,952 during the three months ended June 30, 2006.  
In addition, the company completed the acquisition of DocuCom on
June 21, 2007.  This acquisition adds the DocuCom data and
document management solutions capability, with its long-term
Canada-based customer relationships, and enhances the company's
ability to offer high quality, cost-effective service utilizing
its near shore delivery model to its US customers.

The company also completed the acquisition of Human Resource Micro
Systems, which took place on June 29, 2007.   The HRMS product
delivers customizable software solutions for domestic and global
mid-market organizations seeking to optimize their human resources
service delivery and is being integrated with the company's
existing HRO operations based in San Francisco, California in
order to broaden the company's HRO offering to its customers.

IT Infrastructure and Outsourcing also saw continued growth and
new contract wins.  Net revenue from ITO during the three months
ended June 30, 2007, increased by 134% to $1.0 million  compared
to $428,483 during the three months ended June 30, 2006.

The company closed the quarter with $5.3 million in cash and cash
equivalents.

"We achieved a number of key milestones this quarter, including
strong growth in both our ECM and ITO business segments, which
contributed to overall strong growth in revenue," commented
Patrick Dolan, chief executive officer.  "Consistent with our
growth plan, we completed a capital raise that enabled us to
complete our previously announced acquisitions, DocuCom and HRMS,
allowing us to continue to build out our full-service BPO
capability.  These acquisitions strategically expanded both our
service offerings as well as our geographic footprint in North
America, and added a number of key customers in these markets.  By
consolidating the best technologies and business processes in what
is currently a very fragmented marketplace, we continue to
position ourselves to become the leading provider of end-to-end
back office outsourcing solutions for middle market enterprises."

"Our long-term strategy is to offer a comprehensive suite of end-
to-end back office outsourcing services that are uniquely designed
to solve the needs of the middle market enterprise, a market that
is fragmented and too small to be adequately served by Tier 1
providers.  We completed a number of acquisitions over the past
two years and will continue to selectively pursue strategic
acquisitions to maximize cross-selling opportunities and better
penetrate the middle market," Dolan continued.

"Going forward, we will continue to focus on managing daily
operations and executing against our business plan, which we
believe will ultimately maximize shareholder value," Dolan
continued.

Net cash provided by financing activities during the first six
months of 2007 was $13.3 million of which $12.4 million came from
the net proceeds from the sale of $14.0 million of preferred
shares.  In the first six months of fiscal 2007, the company
received $400,000 in cash proceeds from bridge loans and repaid
bank debt in the amount of $179,483.  The bridge loan was provided
by Mr. Dolan, the company's chief executive officer and the
company issued a warrant to purchase 133,333 shares of common
stock pursuant to the bridge loan agreement.

The company has funded its operations primarily from the private
placement of shares of its common stock and preferred stock and
through the founders bridge loan facility established in August
2006.

At June 30, 2007, the company had total contractual obligations of
approximately $5.3 million.  Approximately $4.1 million of this
total will mature in the next 12 months.

The company's consolidated balance sheet at June 30, 2007, showed
$22.2 million in total assets, $9.6 million in total liabilities,
and $12.6 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?2348

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 23, 2007,
Kelly & Company, in Costa Mesa, Calif., expressed substantial
doubt about BPO Management Services Inc. fka netGuru Inc.'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 net losses for the year
ended Dec. 31, 2006.  The firm also noted the company's reliance
upon private equity funding to fund its operating capital
requirements.

                      About BPO Management

Headquartered in Anaheim Hills, Calif., BPO Management Services
Inc. (OTC BB: BPOM.OB) -- http://www.bpoms.com/-- is a business  
process outsourcing service provider that offers a diversified
range of on-demand services, including human resources,
information technology, enterprise content management, and finance
and accounting, to support the back-office functions of middle-
market enterprises on an outsourced basis.


C-BASS: Fitch Junks Rating on 2003-RP1 Class B-2 Certificates
-------------------------------------------------------------
Fitch Ratings has taken rating actions on these classes from
C-BASS Mortgage Loan asset-backed certificates, series 2003-RP1:

   -- Class A affirmed at 'AAA';

   -- Class M-1 affirmed at 'AA+';

   -- Class M-2 affirmed at 'A+';

   -- Class B-1 downgraded to 'BB' from 'BBB';

   -- Class B-2 downgraded to 'CCC' from 'BB', and assigned a
      Distressed Recovery (DR) rating of 'DR2'.

The trust consists primarily of one-to-four family, adjusted-rate
and fixed-rate mortgage loans, FHA insured and VA guaranteed
mortgage loans, manufacturing housing installment contracts or
installment loan agreements secured by first liens, second liens,
or third liens on residential real properties.  The mortgage loans
include loans which had defaulted in the past and are re-
performing or are performing under the provisions of a bankruptcy
plan or a forbearance plan, or loans which are performing under
the terms of the related original notes or such notes as modified
The affirmations reflect adequate relationships of credit
enhancement (CE) to future loss expectations and affect
approximately $53.8 million of outstanding certificates.  The
downgraded classes reflect the deterioration in the relationship
of CE to future loss expectations and affect approximately
$3.3 million of outstanding certificates.

For the past year, the overcollateralization has been below the
target amount due to losses exceeding excess spread.  The decline
of the OC has put negative pressure on the most subordinate bonds.  
As of the July 2007 remittance period, the 60+ delinquency
(inclusive of foreclosures and REO) was 40.26% and the cumulative
loss to date is 9.84%.

C-BASS ABS, LLC deposited the loans into the trust, which issued
the certificates, representing beneficial ownership in the trust.
Litton Loan Servicing LP, rated 'RSS1/Rating Watch Negative' acts
as servicer for this transaction.


C-BASS: Fitch Downgrades Ratings on $3.2 Million Certificates
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on C-BASS mortgage
pass-through certificates.  Affirmations total $59.8 million and
downgrades total $3.2 million.  Break Loss percentages and Loss
Coverage Ratios for each class are included with these rating
actions:

   * C-BASS 2005-RP1

     -- $34.9 million classes AF-1A, AF-1B, AF-2, AF-3, AV
        affirmed at 'AAA' (BL: 49.39, LCR: 3.75)

     -- $10.1 million class M1 affirmed at 'AA' (BL: 41.08, LCR:
        3.12)

     -- $6.5 million class M2 affirmed at 'A' (BL: 30.89, LCR:
        2.35)

     -- $4.7 million class M3 affirmed at 'A-' (BL: 23.53, LCR:
        1.79)

     -- $3.6 million class B-1 affirmed at 'BBB+' (BL: 17.99, LCR:
        1.37)

     -- $3.2 million class B-2 downgraded to 'BB' from 'BBB' (BL:
        12.97, LCR: 0.99)

Deal Summary

   -- Originators: Various Originators;
   -- 60+ day Delinquency: 41.78%;
   -- Realized Losses to date (% of Original Balance): 2.81%;
   -- Expected Remaining Losses (% of Current Balance): 13.16%;
   -- Cumulative Expected Losses (% of Original Balance): 8.81%.

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.


CALPINE CORPORATION: Inks Pact Allowing $54.5 Million in Claims
---------------------------------------------------------------
Calpine Corporation and its debtor-affiliates have reached an
agreement in principle with an ad hoc group of holders of the
7.875% Senior Notes due 2008, 7.75% Senior Notes due 2009, 8.625%
Senior Notes due 2010, and 8.5% Senior Notes due 2011 and the
indenture trustee for unsecured notes, the company said in a
statement.

The Agreement, subject to definitive documentation and approval
of the U.S. Bankruptcy Court for the Southern District of New
York, provides that approximately $109,000,000 of claims for
make-whole premiums asserted by the Calpine Unsecured Noteholders
and disputed by the Debtors have been compromised and settled and
will be allowed as unsecured claims against Calpine in an
aggregate amount of $54,500,000.

Calpine disclosed in its company statement that the allowed
unsecured claims will be allocated as:

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

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

The Debtors will seek approval of the Agreement from the Court on
October 10, 2007.

                     About Calpine Corporation

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

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

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  The hearing to consider
the adequacy of the Disclosure Statement has been reset to
Sept. 25.  (Calpine Bankruptcy News, Issue No. 60 Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or   
215/945-7000).


CALPINE CORP: Completes Sale of 50% Acadia Plant Stake to Cajun
---------------------------------------------------------------
Cleco Midstream Resources, a subsidiary of Cleco Corp., disclosed
the completed sale of Calpine Corp.'s interest in Acadia Power
Partners to Cajun Gas Energy, L.L.C., a subsidiary of investment
funds managed by King Street Capital Management, L.L.C.

With a bid of $189 million, Cajun was the successful bidder in a
July 30 bankruptcy auction for Calpine's 50% ownership in Acadia.

The claims settlement reached between Cleco and Calpine back in
April included the sale of Calpine's interest in Acadia.  It also
resolved all of Cleco's issues related to Calpine's bankruptcy,
including Calpine's default on tolling agreements it had for
Acadia's output.  As part of the Cajun purchase, Cleco received an
$85 million priority distribution payment.

The Federal Energy Regulatory Commission approved the sale making
Cleco and Cajun co-owners of the 1,160-megawatt, natural gas-fired
power plant located near Eunice, Louisiana.  Cleco is going to
manage and operate the plant.

"I am very pleased with the full outcome of the Acadia
settlement," Mike Madison, Cleco president and CEO, said.  
"Despite the downturn in the wholesale generation business, we
preserved our stake in Acadia by carefully managing our risks.  As
a result, we now have an opportunity to work with Cajun and
maximize the value of the Acadia asset."

"Cajun's bid for Calpine's half of the plant reaffirms that Acadia
is indeed a valuable asset and a good investment," Darren Olagues,
senior vice president of Cleco Midstream Resources, said.  "We're
eager to begin working with Cajun to start developing a common
strategy for Acadia."

Cleco Corp. -- http://www.cleco.com/-- is a regional energy  
company headquartered in Pineville, Louisiana.  It operates a
regulated electric utility company that serves 268,000 customers
across Louisiana.  Cleco also operates a wholesale energy business
with approximately 1,350 megawatts of generating capacity.

Cajun Gas Energy, L.L.C. is a subsidiary of investment funds
managed by King Street Capital Management, L.L.C.

                       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.


CHAPARRAL STEEL: Stockholders Give Nod on Gerdau Ameristeel Merger
-----------------------------------------------------------------
Chaparral Steel Company's stockholders, at a special meeting held
in Dallas, Texas on September 12, adopted the merger agreement
under which Chaparral is to be acquired by Gerdau Ameristeel
Corporation.  Approximately 99.7% of the shares voted were cast in
favor of the merger.

The number of shares voted in favor of the merger represented
approximately 75% of the total shares outstanding and entitled to
vote at the meeting.
    
"We are pleased to announce that our stockholders have approved
the proposed merger with Gerdau Ameristeel," Tommy Valenta,
president and CEO of Chaparral Steel, commented.  "I am excited
because this was a decision made by our stockholders and they
voted overwhelmingly in favor of the transaction.  Our
stockholders clearly share our belief that the merger creates
significant value and a bright future for the company and for the
exceptional people who have participated in our success."
    
Chaparral expects the merger to be consummated today, Sept. 14,
2007.
    
               About Gerdau Ameristeel Corporation

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

                  About Chaparral Steel Company

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

                         *      *     *

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


CHESAPEAKE ENERGY: S&P Holds BB Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on oil and gas exploration and production company
Chesapeake Energy Corp.  The affirmation completes S&P's review of
the company's recently announced 2008-2009 financial plan.  The
outlook is positive.
     
The salient features of the revised financial plan include:

Lower capital spending: Capital expenditures are $1 billion lower
in 2008-2009 relative to previous expectations.  The sale of
certain mature producing assets: In 2008-2009, Chesapeake plans to
sell five packages of mature assets, presumably to upstream MLPs
or financial buyers, for anticipated proceeds in the $2 billion
area.  The formation of a privately-held MLP to house the
company's midstream gas assets.  With annualized cash flow from
operations of $100 million, the entity is expected to be valued at
over $1 billion.

Separately, the company announced that it is shutting in 125
million cubic feet equivalent of net daily production (200 mmcfe
on a gross basis), due to low current natural gas price
realizations.  At the same time, the company confirmed its 2007-08
production growth guidance.
     
Standard & Poor's views Chesapeake's revised financial plan as
credit-enhancing.  If the company executes the plan as outlined,
it could generate nearly $2 billion in excess cash over the next
two years that could be used to pay down debt.  However, several
uncertainties exist, which could hamper positive ratings momentum.
Higher-than-expected capital expenditures and more frequent "tack-
on" acquisitions remain risks, particularly given the company's
track record of aggressive spending.  Less robust reserve growth,
higher-than-expected operating costs, and lower commodity prices
are also concerns, although the company has significantly hedged
commodity price risk for the next two years.
      
"The ratings on Chesapeake reflect a leveraged financial profile,
an aggressive growth strategy, and participation in the highly
cyclical and capital-intensive oil and gas exploration and
production sector," said Standard & Poor's credit analyst David
Lundberg.  "These concerns are partially offset by a large and
attractive reserve base with favorable growth prospects, good
production visibility, and a competitive cost structure."
     
As of June 30, 2007, Oklahoma City, Okla.-based Chesapeake had
$9.4 billion of debt and $2 billion of preferred stock.


CII CARBON: Rain Takeover Prompts S&P to Withdraw B+ Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' corporate
credit and senior secured debt ratings on Kingwood, Texas-based
calcined petroleum coke producer CII Carbon LLC.  The ratings had
been placed on CreditWatch with negative implications on June 6,
2007.
     
The withdrawal followed the completion of unrated Rain Calcining
Ltd.'s takeover of CII and the subsequent full repayment of CII's
outstanding bank credit facility.


CINCINNATI BELL: June 30 Balance Sheet Upside-Down by $744 Million
------------------------------------------------------------------
Cincinnati Bell Inc.'s consolidated balance sheet at June 30,
2007, showed $1.95 billion in total assets and $2.69 billion in
total liabilities, resulting in a $744.0 million total
shareholders' deficit.

The company's consolidated balance sheet at June 30, 2007, also
showed $314.0 million in total current assets available to pay
$315.9 million in total current liabilities.

The company reported net income of $24.2 million in the second
quarter ended June 30, 2007, relatively flat compared to the net
income of $24.3 million reported in the same period last year.  
Excluding special items, net income increased 7.0%.  Adjusted
earnings before interest, taxes, depreciation and amortization
(EBITDA) equaled $118.0 million, up $2.0 million, or 2.0% from a
year ago.

The company reported revenue of $329.0 million for the second
quarter of 2007, up 2.0% year-over-year, and operating income of
$81.0 million.  

"By focusing on consistent execution of our strategy, Cincinnati
Bell achieved year-over-year and sequential revenue increases in
our key growth areas of Wireless, DSL and Data Center and Managed
Services.  This led to the company's EBITDA growth in the
quarter," said Jack Cassidy, president and chief executive officer
of Cincinnati Bell Inc.  "In addition, we once again maintained
our competitive edge in the market with the launch of our
converged wireless and Wireless Internet service known as CB Home
Run."

"Cincinnati Bell delivered another solid quarter," said Brian
Ross, chief financial officer.  "Revenue and EBITDA increased and
we continued to generate strong cash flow to reduce debt.  We also
continued to invest prudently in data center growth as evidenced
by completing and immediately billing new raised floor capacity in
the quarter."

Quarterly free cash flow was $38.0 million, down $14.0 million
from the prior year due primarily to $16.0 million of capital
expenditures related to the construction of additional data center
capacity.  Capital expenditures in the quarter equaled
$48.0 million, up $9.0 million from the second quarter of 2006.
The company used its free cash flow to reduce debt to
approximately $1.96 billion.  

As of June 30, 2007, the company held $26.7 million in cash and
cash equivalents.  At June 30, 2007, the company had
$246.0 million of availability under the corporate credit
facility.  The primary uses of cash will be for funding the
company's capital expenditures, which is expected to be
approximately 19.0% of 2007 revenue and includes approximately
8.0% of revenue in order to construct additional data centers and
the 3G network for its wireless business, repayments of debt and
related interest, dividends on the 6 3/4% Cumulative Convertible
Preferred Stock, and working capital.  

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?2349

                      About Cincinnati Bell

Headquartered in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE:
CBB) -- http://www.cincinnatibell.com/-- provides a wide range of  
telecommunications products and services to residential and
business customers in Ohio, Kentucky and Indiana.


COBA LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: COBA, LLC
        dba Famous Sams #49
        2423 South Brighton Circle
        Mesa, AZ 85209

Bankruptcy Case No.: 07-04632

Debtor-affiliate filing separate Chapter 11 petition:

      Entity                                   Case No.
      ------                                   --------
      B.C. Jacobs, Inc.                        07-04631

Chapter 11 Petition Date: September 13, 2007

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum Sr.

Debtors' 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 Debtors did not file a list of their 20 largest unsecured
creditors.


CREDIT SUISSE: S&P Affirms Ratings on 19 Certificate Classes
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 19
classes of commercial mortgage pass-through certificates from
Credit Suisse First Boston Mortgage Securities Corp.'s series
2004-C5.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the Aug. 17, 2007, remittance report, the collateral pool
consisted of 223 loans with an aggregate trust balance of
$1.80 billion, down slightly from 228 loans with a
$1.87 billion balance at issuance.  Excluding the defeased
collateral ($13.5 million, 1%) the master servicer, KeyBank Corp.,
reported year-end 2006 financial information for slightly less
than 100% of the pool.  Based on this information, Standard &
Poor's calculated a weighted average debt service coverage of
1.40x, down slightly from 1.43x at issuance.  All of the loans in
the pool are current, and there are no loans with the special
servicer. To date, the trust has experienced one loss totaling
$32,939.
     
The top 10 loans have an aggregate outstanding balance of $695.6
million (38%) and a weighted average DSC of 1.33x, relatively flat
compared with 1.34x at issuance.  Standard & Poor's reviewed
property inspections provided by the master servicer for all of
the assets underlying the top 10 loans, and all of the collateral
was characterized as "good."
     
Credit characteristics for the fourth-largest loan, Eastgate Mall,
remain consistent with a low investment-grade obligation. The
Eastgate Mall loan has a whole-loan balance of
$62.3 million and a trust balance of $51.3 million.  The whole
loan consists of an A note that is held in the trust and two B
notes totaling $11 million that are held outside of the trust.  
The loan is secured by 557,191 sq. ft of an 848,981-sq.-ft.
regional mall in Cincinnati, Ohio.  As of June 30, 2007, occupancy
increased to 96%, up from 91% at issuance.  Despite
the increase in occupancy, Standard & Poor's adjusted net cash
flow is 13% below its level at issuance due to a slight decrease
in base rent and increased operating expenses.
     
KeyBank reported a watchlist of 33 loans with an aggregate
outstanding balance of $174 million (10%).  Of the seven loans on
the watchlist that exceed $10 million, two are in excess of
$15 million and are:

     -- The Kingwood Lakes Apartments loan ($16.3 million, 1%)
        is secured by a 390-unit apartment complex in 2003 in
        Kingwood, Texas, approximately 15 miles northeast of
        Houston.  As of year-end 2006 the DSC was 1.01x and
        occupancy was 81%.  The decline in DSC is due to lower
        base rent as a result of lower occupancy and increased
        operating expenses.

     -- The Sunshine Key loan ($15.9 million, 1%) is secured by
        a 409-pad manufacturing housing property, built in
        1970, in Marathon, Florida.  The loan appears on the
        watchlist due to damage caused by hurricane Wilma.  The
        borrower has notified its insurance carrier of the
        damage and is pursuing its claims with the carrier.  
        The master servicer is awaiting the damage report.  The
        year-end 2006 DSC was 1.52x and occupancy was 80%.
     
Standard & Poor's stressed the loans on the watchlist and other
loans with credit issues as part of its analysis.  The resultant
credit enhancement levels support the raised and affirmed ratings.

                       Ratings Affirmed
     
      Credit Suisse First Boston Mortgage Securities Corp.
         Commercial mortgage pass-through certificates
                        series 2004-C5

          Class     To              Credit enhancement
          -----     --              ------------------
          A-1       AAA                   20.73
          A-2       AAA                   20.73
          A-3       AAA                   20.73
          A-AB      AAA                   20.73
          A-4       AAA                   20.73
          A-1-A     AAA                   20.73
          AJ        AAA                   15.16
          B         AA                    11.92
          C         AA-                   11.01
          D         A                      9.20
          E         A-                     7.77
          F         BBB+                   6.48
          G         BBB                    5.44
          H         BBB-                   4.02
          J         BB+                    3.76
          K         BB                     3.11
          L         BB-                    2.59
          A-X       AAA                     N/A
          A-SP      AAA                     N/A

                    N/A - Not applicable.


CV THERAPEUTICS: June 30 Balance Sheet Upside-Down by $129 Million
------------------------------------------------------------------
CV Therapeutics Inc.'s consolidated balance sheet at June 30,
2007, showed $307.7 million in total assets and $436.7 million in
total liabilities, resulting in a $129.0 million total
stockholders' deficit.

The company reported a net loss of $57.6 million in the three
months ended June 30, 2007, a decrease from the $73.1 million net
loss reported in the same period last year, mainly due to
increased revenues.  Excluding the impact of the non-recurring
charges, net loss for the quarter was $39.0 million.  

For the quarter ended June 30, 2007, the company recorded total
revenues of $25.4 million which consisted of $15.3 million of net
product sales of Ranexa(R) (ranolazine extended-release tablets)
and $10.1 million of collaborative research revenue.  This
compares to total revenues of $6.9 million for the same period in
the prior year, which consisted of $1.2 million of net product
sales of Ranexa, $4.9 million of collaborative research revenue
and $751,000 of co-promotion revenue related to ACEON(R)
(perdindopril erbumine) Tablets, which the company ceased co-
promoting in the quarter ended Dec. 31, 2006.

Costs and expenses were $83.1 million for the quarter ended
June 30, 2007, and included $18.6 million of non-recurring charges
relating to the company's restructuring plan initiated in May 2007
to lower annual operating expenses through optimization of its
field sales organization, enhanced R&D activities and reductions
in SG&A spending.

Excluding the impact of these non-recurring charges, costs and
expenses for the quarter were $64.5 million compared to
$80.4 million for the same quarter in 2006 and $71.2 million for
the prior quarter ended March 31, 2007.  The year-over-year
decline was primarily due to lower research and development
expenses resulting from lower clinical trial expenses related to
the completion of the MERLIN TIMI-36 study of Ranexa and lower
marketing expenses due to the end of the ACEON(R) co-promotion
arrangement.

At June 30, 2007, the company had cash, cash equivalents,
marketable securities and restricted cash of approximately
$223.7 million.  At June 30, 2007, the company had total
outstanding contractual obligations of $551.2 million, of which
payments of $16.4 million are due in 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?234f

                      About CV Therapeutics

Headquartered in Palo Alto, Calif., CV Therapeutics Inc.
(NasdaqGM: CVTX) -- http://www.cvt.com/-- is a biopharmaceutical  
company focused on applying molecular cardiology to the discovery,
development and commercialization of novel, small molecule drugs
for the treatment of cardiovascular diseases.  CV Therapeutics'
approved product, Ranexa(R) (ranolazine extended-release tablets),
is indicated for the treatment of chronic angina in patients who
have not achieved an adequate response with other antianginal
drugs, and should be used in combination with amlodipine, beta-
blockers or nitrates.


DELPHI CORP: Gets Nod to File GM Settlement Exhibits Under Seal
---------------------------------------------------------------
Delphi Corp. and its debtor-affiliates obtained permission from
the U.S. Bankruptcy Court for the Southern District of New York to
file certain exhibits to the Master Restructuring Agreement
between Delphi Corp. and General Motors Corp. under seal.

The MRA Exhibits will remain confidential and will be served on
and made available only to:

  * the U.S. Trustee for the Southern District of New York;

  * counsel to the Official Committee of Unsecured Creditors;
    and

  * other parties agreed to in writing by the Debtors and GM.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, explains that the MRA Exhibits
contain detailed descriptions of sensitive business information
and trade terms that will, if publicly disclosed, detrimentally
affect the competitiveness of the Debtors and GM, as well as the
parties' ability to negotiate the terms of future agreements.

Specifically, the MRA Exhibits include schedules of certain
assets held by certain of the Debtors' business units, financial
projections, purchasing and pricing information, information
related to new business opportunities and extensions of existing
contracts, information relevant to the marketing of certain of
the Debtors' non-core assets, and metrics and procedures for
calculating various payment amounts provided for in the MRA.

After evaluating whether they could effectively redact the MRA
Exhibits, the Debtors and GM concluded that redaction was not
appropriate because the amount of redaction required would not
permit parties-in-interest to conduct a meaningful review of the
Exhibits.  In addition, redacted versions of the Exhibits could
be misleading.

As previously reported, the Debtors and GM have determined, in
furtherance of the Joint Plan of Reorganization, to settle
various disputes and compromise certain claims as provided by two
a Global Settlement Agreement and the MRA.

The GSA addresses primarily those matters for which the Debtors
and GM have agreed upon resolutions that can be implemented in
the short term, Mr. Butler relates.  Accordingly, most
obligations set forth in the GSA are to be performed upon, or as
soon as reasonably practicable after, the occurrence of the
Effective Date of the Plan.

By contrast, resolution of most of the matters addressed in the
MRA will require a significantly longer period that will extend
for a number of years after confirmation of the Plan, Mr. Butler
adds.  The Debtors believe the GSA and the MRA will permit them
to implement the Plan with material support and broad cooperation
from GM, their largest customer.  Likewise, the agreements will
allow GM to manage the effects of its largest supplier's
transformation on GM's supply chain and operations.

                         GM Settlement

As reported in the Troubled Company Reporter on Sept. 7, 2007,
pursuant to the Debtors' Plan, subject to Court approval as part
of the plan confirmation process, Delphi and GM have entered into
comprehensive settlement agreements consisting of a Global
Settlement Agreement.  Most obligations set forth in the GSA are
to be performed upon the occurrence of the Effective Date of the
Plan or as soon as reasonably possible after.  By contrast,
resolution of most of the matters addressed in the MRA will
require a significantly longer period that will extend for a
number of years after confirmation of the Plan.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                          About Delphi

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

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

The Debtors' exclusive plan-filing period expires on Dec. 31,
2007.  On Sept. 6, 2007, the Debtors filed their Chapter 11 Plan
of Reorganization and a Disclosure Statement explaining that Plan.  
The Court has set a hearing on October 3 to consider the adequacy
of the Disclosure Statement.

(Delphi Bankruptcy News, Issue No. 84 Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


DUN & BRADSTREET: June 30 Balance Sheet Upside-Down by $429.6 Mil.
------------------------------------------------------------------
Dun & Bradstreet Corp.'s consolidated balance sheet at June 30,
2007, showed $1.41 billion in total assets, $1.84 billion in total
liabilities, and $4.8 million in minority interest, resulting in a
$429.6 million total stockholders' deficit.

The company's consolidated balance sheet at June 30, 2007,
likewise showed $585.4 million in total current assets available
to pay $853.8 million in total current liabilities.

The company reported net income of $87.6 million in the three
months ended June 30, 2007, an increase from the $52.2 million
reported in the same period last year, due primarily to the
resolution of the company's remaining legacy tax matter with the
IRS for the tax years 1997 - 2002.  This resulted in a
$31.2 million net non-core gain during the second quarter of 2007.

"Our second quarter results reflect continued financial momentum,
driven by our US business, which will continue to serve as the
primary engine for total company revenue and margin growth for the
balance of the year," said Steve Alesio, chairman and chief
executive officer of D&B.  "We remain confident in our ability to
deliver on our financial commitments for 2007, and we feel good
about our prospects for the future as we maintain our focus on
driving total shareholder return."

Net income before non-core gains and charges for the quarter ended
June 30, 2007, were $59.0 million, up 7.0% from $55.2 million in
the prior year similar period.   

Core and total revenue for the second quarter of 2007 was
$396.8 million, up 6.0% from the prior year similar period.

Operating income before non-core gains and charges for the second
quarter of 2007 was $98.2 million, up 10.0% from the prior year
similar period.  On a GAAP basis, operating income was
$93.3 million, up 9.0% from the prior year similar period.  During
the second quarter of 2007, the company also incurred transition
costs of $3.1 million compared with $4.8 million in the prior year
similar period.

Free cash flow for the first six months of 2007, excluding the
impact of legacy tax matters, was $203.4 million, up 25.0 percent
from the first six months of 2006.

The company defines free cash flow as net cash provided by
operating activities less capital expenditures and additions to
computer software and other intangibles.

Net cash provided by operating activities for the first six months
of 2007, excluding the impact of legacy tax matters, was
$236.5 million, up 29.0% from the first six months of 2006.  On a
GAAP basis, net cash provided by operating activities for the
first six months of 2007 was $236.5 million, compared to
$137.9 million in the prior year similar period.

Share repurchases during the second quarter of 2007, under the
company's current one-year program commenced in the fourth quarter
of 2006, totaled $47.1 million, with $190.8 million repurchased
since inception.  This amount is in addition to the company's
existing repurchase program to offset the dilutive effect of
shares issued under employee benefit plans, which totaled
$27.8 million in the second quarter of 2007.

The company ended the quarter with $154.8 million of cash and cash
equivalents.

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?234d

                      About Dun & Bradstreet

Based in Short Hills, New Jersey, The Dun & Bradstreet Corporation
(NYSE:DNB) -- http://www.dnb.com/-- is the world's leading source  
of commercial information and insight on businesses.  D&B's global
commercial database contains more than 115 million business
records.  The database is enhanced by D&B's proprietary
DUNSRight(R) Quality Process, which provides customers with
quality business information.


DURA AUTOMOTIVE: Disclosure Statement has Adequate Information
--------------------------------------------------------------
DURA Automotive Systems Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to approve the
Disclosure Statement explaining the terms of the Joint Plan of
Reorganization.

The Debtors filed their Plan on Aug. 22, 2007.

Section 1125(b) of the Bankruptcy Code requires that a plan
proponent provide "adequate information" regarding its proposed
plan of reorganization.  Section 1125(a)(1) defines adequate
information as "information of a kind, and in sufficient detail,
as far as is reasonably practical in light of the nature and
history of the debtor and the condition of the debtor's books and
records, that would enable a hypothetical reasonable investor
typical of holders of claims or interests of the relevant class
to make an informed judgment about the plan."

The Debtors aver that the Disclosure Statement complies with all
aspects of Section 1125.

Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that the Disclosure Statement is
the product of the Debtors' extensive review and analysis of the
circumstances leading to the Chapter 11 cases and a thorough
analysis of the Plan.

In drafting the Disclosure Statement, the Debtors sought the
assistance and input of their financial and legal advisors,
Mr. Madron tells the Court.  The Debtors also sought and received
comments on the Plan and Disclosure Statement from the retained
professionals for the ad hoc group of certain of the Debtors'
second lien prepetition secured lenders, agents to the Debtors'
postpetition secured lenders, the Official Committee of Unsecured
Creditors, the indenture trustee for senior notes, and backstop
party Pacificor, LLC.

Mr. Madron maintains that the Disclosure Statement contains the
pertinent information necessary for holders of eligible claims to
make an informed decision about whether to vote to accept or
reject the Plan, including, among other things:

  * the treatment of all classes of creditors and equity
    interests;

  * a description and summary of the injunction and releases
    granted by the Plan;

  * the purpose, use, and effect of the Plan's contemplated
    substantive consolidation;

  * the Debtors' history, including certain events leading to
    the commencement of the Chapter 11 cases;

  * the operation of the Debtors' businesses and significant
    events during the Chapter 11 cases;

  * the Debtors' corporate structure and prepetition capital
    structure and indebtedness;

  * securities to be issued under the Plan;

  * risk factors to consider that may affect the Plan;

  * restructuring transactions contemplated by the Plan;

  * the means for implementation of the Plan; and

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

A hearing is scheduled for Sept. 26, 2007, at which time the Court
will evaluate DURA's Disclosure Statement to determine whether it
contains "adequate information" to enable creditors to vote to
accept the Plan.

                      About DURA Automotive

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

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

The Debtors' exclusive plan-filing period expires on Sept. 30,
2007.  (Dura Automotive Bankruptcy News, Issue No. 28 Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


DURA AUTOMOTIVE: Wants Court Nod on Solicitation Procedures
-----------------------------------------------------------
DURA Automotive Systems Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to approve
certain procedures by which they will solicit acceptances or
rejections of the Plan in order to conduct an effective
solicitation of acceptances or rejections of the Joint Plan of
Reorganization.

In accordance with Rule 3018(c) of the Federal Rules of
Bankruptcy Procedure, the Debtors prepared and customized ballots
for individual holders of claims in Class 3 and Class 5, and
master ballots for Class 3, the only classes entitled to vote to
accept or reject the Plan.

Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that holders of claims in Classes 1
and 2 are unimpaired because the Plan contemplates either paying
those claims in full, or rendering them unimpaired.  Accordingly,
Class 1 and 2 claim holders are deemed to accept the Plan
pursuant to Section l126(f) of the Bankruptcy Code, and not
entitled to vote.

Holders of claims in Classes 4, 6, and 7 and equity interests in
Class 8 are also not entitled to vote on the Plan because they
will not receive any distribution on account of their claims.
Those classes are therefore deemed to reject the Plan pursuant to
Section l126(g), Mr. Madron says.

                    Solicitation Procedures

Within five business days after the Court approves the Disclosure
Statement, Kurtzman Carson Consultants, LLC, or Financial
Balloting Group will send a complete solicitation package to
Holders of Class 3 Senior Notes Claims.

The Solicitation Package consists of:

  * the Plan;

  * the Disclosure Statement;

  * the Disclosure Statement Order;

  * a notice on the hearing to consider confirmation of the
    Plan;

  * subscription documents for participation in the Rights
    Offering under the Plan;

  * appropriate ballot, master ballot, and voting instructions;

  * pre-addressed, postage pre-paid return envelope; and

  * appropriate letter of four customized letters from the
    Debtors.

Kurtzman Carson is the Debtors' claims and solicitation agent.

Financial Balloting will assist Kurtzman Carson as:

  (a) the special voting agent with respect to soliciting votes
      of holders of claims based on publicly traded securities,
      in particular, the Class 3 Senior Notes Claims; and

  (b) as the subscription agent for the Rights Offering.

Holders of Class 5 Other General Unsecured Claims will receive
the Solicitation Package excluding the Subscription Documents.

Holders of claims in Classes 1, 2, 4, 6, and 7 will receive
notices of their non-voting status and the Solicitation Package
excluding the Ballots and Master Ballots, Subscription Documents,
and Letters.

Holders of Class 8 Equity Interests will receive the appropriate
Notice of Non-Voting Status and the Confirmation Hearing Notice.

Holders of DIP Claims, Administrative Claims, Priority Tax
Claims, and Other Priority Claims will receive the appropriate
Notice of Non-Voting Status and the Solicitation Package
excluding the Ballots and Master Ballots, Subscription Documents,
and Letters.

                       Voting Record Date

Bankruptcy Rule 3017(d) provides that, for the purposes of
soliciting votes in connection with the confirmation of a plan of
reorganization, "creditors and equity security holders shall
include holders of stocks, bonds, debentures, notes and other
securities of record on the date the order approving the
disclosure statement is entered or another date fixed by the
court, for cause, after notice and a hearing."  Bankruptcy Rule
30l8(a) contains a similar provision regarding determination of
the record date for voting purposes.

In accordance with Bankruptcy Rules 3018(a) and 3017(d), the
Debtors ask the Court to establish the date on which the hearing
to consider approval of the Disclosure Statement commences as the
record date for purposes of determining:

  (1) the creditors and interest holders that are entitled to
      receive the Solicitation Package pursuant to the
      Solicitation Procedures;

  (2) the creditors and interest holders entitled to vote to
      accept or reject the Plan; and

  (3) whether claims or interests have been properly transferred
      to an assignee pursuant to Bankruptcy Rule 3001(e) so that
      those assignee can vote as the holder of the appropriate
      claims or equity interests.

The Disclosure Statement Hearing is currently set for
September 26, 2007, Mr. Madron notes.

              Temporary Claim Allowance Procedures

The Debtors also ask the Court to approve certain procedures
regarding the temporary allowance of claims for voting purposes
only.

Specifically, if an objection to a claim is pending on the Voting
Record Date, the claim holder will receive a copy of the
Confirmation Hearing Notice and a notice informing the holder
that it may not vote on the Plan unless one or more of these
events occur prior to the deadline to cast votes:

  * The Court temporarily allows the disputed claim for voting
    purposes pursuant to Bankruptcy Rule 30l8(a);

  * The Debtors and the claim holder enter into a stipulation or
    agreement resolving the claim objection and permitting the
    claim holder to vote its claim in an agreed upon amount;

  * The Debtors voluntarily withdraw the pending claim
    objection; or

  * The Court overrules the claim objection.

                        Voting Deadline

In addition, the Debtors ask the Court to establish 5:00 p.m.,
prevailing Pacific time, on the date that is 10 days before the
Plan Confirmation Hearing, as the deadline to cast votes in favor
of or against the Plan, as well as the deadline by which a Rights
Offering Participant must affirmatively elect to participate in
the Rights Offering.

The Debtors also seek the Court's authority to extend the Voting
Deadline for all voting creditors, if necessary, without further
Court order, to date no later than five business days before the
Confirmation Hearing.

                   Plan Confirmation Hearing

Moreover, the Debtors ask the Court to convene the Plan
Confirmation Hearing approximately 47 days after the Solicitation
Package is distributed to voting creditors, which date may be
continued from time to time by the Court or the Debtors without
further notice other than adjournments announced in open Court.

The proposed timing for the Confirmation Hearing will enable the
Debtors to pursue confirmation of the Plan in a timely manner,
Mr. Madron avers.

The Confirmation Hearing Notice to be sent to parties-in-interest
contains, among other things, the:

  (a) deadline to object to the Plan;

  (b) Confirmation Hearing date and time;

  (c) Voting Deadline;

  (d) Voting Record Date; and

  (e) Temporary Claim Allowance Procedures.

According to Mr. Madron, the Confirmation Hearing Notice will
inform parties-in-interest that the Plan, the Disclosure
Statement, the Disclosure Statement Order, and all other
Solicitation Package materials except Ballots, Master Ballots and
Subscription Documents can be obtained by:

  * accessing the Debtors' Web site at:

    http://dura.kccllc.net/dura

  * writing to:

    Dura Automotive Systems, Inc.
    c/o Kurtzman Carson Consultants LLC
    2335 Alaska Avenue, EI
    Segundo, CA 90245

  * sending an email to durainfo@kccllc.com; or

  * calling (800) 820-0985.

The Debtors propose that objections to confirmation of the Plan
or proposed modifications to the Plan, if any, must:

  -- be in writing;

  -- state the name and address of the objecting party;

  -- state the amount and nature of the claim or interest of the
     objecting party;

  -- state with particularity the basis and nature of the Plan
     Objection and, if practicable, proposed modifications to
     the Plan that will resolve the Objection; and

  -- be filed, together with proof of service, with the Court
     and served so as to be received by these Notice Parties no
     later than 4:00 p.m., prevailing Eastern Time, on the date
     that is 21 days prior to the date of the Confirmation
     Hearing:

        * the Debtors,

        * Kirkland & Ellis LLP and Richards Layton & Finger,
          P.A., counsel to the Debtors,

        * the U.S. Trustee;

        * Young Conaway Stargatt & Taylor, LLP, and Kramer Levin
          Naftalis & Frankel LLP, counsel to the Official
          Committee of Unsecured Creditors,

        * Willkie Farr & Gallagher LLP, counsel to the Bank of
          New York Trust Company, N.A., as Indenture Trustee for
          the Senior Notes,

        * Weil, Gotshal & Manges LLP and Winston & Strawn,
          counsel to the DIP Lenders;

        * Kurtzman Carsou Consultants LLC, the Debtors' claims
          and solicitation agent,

        * Potter Anderson & Corroon LLP and Bracewell &
          Giuliani, counsel to the Second Lien Group,

        * Morgan, Lewis & Bockius LLP, counsel to the
          Administrative Agent to the 2nd Lien Lenders, and

        * Latham & Watkins LLP, counsel to backstop party,
          Pacificor LLC.

The proposed timing for filing and service of objections and
proposed modifications, if any, will afford the Court, the
Debtors, and other parties-in-interest sufficient time to
consider the objections and proposed modifications prior to the
Confirmation Hearing, Mr. Madron relates.

The Debtors seek the Court's permission to file their reply to
any Plan Objections by 12:00 p.m., prevailing Eastern Time, two
business days before the Confirmation Hearing.

                      About DURA Automotive

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

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

The Debtors' exclusive plan-filing period expires on Sept. 30,
2007.  (Dura Automotive Bankruptcy News, Issue No. 28 Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


EASTMAN KODAK: S&P Holds B+ Rating and Removes Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Eastman Kodak Co., and removed the ratings from
CreditWatch, where they had been placed with negative implications
on Aug. 2, 2006.  The outlook is negative.
     
At the same time, S&P raised the ratings on the company's
$1 billion senior secured revolving credit facility to 'BB,' two
notches above the corporate credit rating, from 'B+', and revised
the recovery rating to '1,' reflecting the expectation of very
high (90%-100%) recovery in the event of a payment default, from
'2'.  The bank loan and recovery rating revision follows an
analysis of the collateral pledged to the remaining $1 billion
revolving credit facility.
      
"We have affirmed the ratings," said Standard & Poor's credit
analyst Tulip Lim, "based on our comfort that still-meaningful
cash balances provided by the sale of the Health Group support
intermediate-term business reinvestment and liquidity."  The
negative outlook conveys our continued concerns regarding the
overall business, the likelihood of success with respect to
management's digital business strategy, and uncertainty that
substantial restructuring involving cash payments will soon be
over.


EMERITUS CORP: June 30 Balance Sheet Upside-Down by $111.5 Million
------------------------------------------------------------------
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.

The company's consolidated balance sheet at June 30, 2007,
likewise showed strained liquidity with $63.8 million in total
current assets available to pay $125.6 million in total current
liabilities.
        
The company reported incurred a net loss of $1.6 million in the
three months ended June 30, 2007, a decrease from the $7.6 million
net loss reported in the same period last year, mainly due to
higher reported operating revenues and increased equity gains in
unconsolidated joint ventures.

Revenues rose to $110.8 million from $103.7 million.  The
improvement was primarily the result of rate improvements of
$4.0 million and occupancy improvements of $2.6 million.  The
remainder was additional management fees from the company's
Blackstone joint venture that did not exist in the second quarter
of 2006.

Equity gains in unconsolidated joint ventures improved by  
$7.5 million primarily as the result of the $7.7 million gain on
sale of the company's pharmacy joint venture.

Operating income from continuing operations for the second quarter
of 2007 was $7.3 million after adjusting for non-cash stock option
expenses of $786,000, $1.1 million in merger-related severance
expenses, and an expense reduction of $2.5 million from a change
in estimated ultimate losses for prior year professional liability
claims.  This represents an improvement of $5.1 million from
second quarter 2006 operating income from continuing operations of
$2.2 million after adjusting for an expense reduction of
$1.7 million from a change in the estimated ultimate losses for
prior year professional liability claims.

Community operating expenses increased $1.8 million to
$69.5 million in second quarter of 2007 from $67.7 million in
second quarter of 2006.  The increase of $2.5 million was due to
increases in labor-related costs, which was offset by a decrease
of $1.4 million in professional and general liability insurance.  

Interest expense increased to $16.9 million from $12.5 million,
parimarily due to an increase of $4.8 million in interest expense
from the Fretus, HRT, and HCPI acquisitions and the new Washington
community acquired in July 2006, partially offset by reductions in
other interest expense due to normal pay downs on loans and
mortgages.

The second quarter 2007 loss from continuing operations before
income taxes was $8.8 million after adjusting for the pharmacy
joint venture gain on sale of $7.7 million, merger-related
severance costs of $1.1 million, non-cash stock option
compensation expenses of $786,000 and an expense reduction of
$2.5 million from a change in estimated ultimate losses for prior
year professional liability claims.  This represents an
improvement of $600,000 compared to a loss of $9.4 million in the
second quarter of 2006 after adjusting for an expense reduction of
$1.7 million from a change in the estimated ultimate losses for
prior year professional liability claims.

Daniel R. Baty, chairman & chief executive officer said, "During
the second quarter, we experienced ongoing positive improvements
in the financial performance of our growing portfolio of
communities compared to the prior year.  Not only did our overall
revenues increase, but our operating margins also improved,
resulting in improved cash flow."

                        Subsequent Events

In July 2007, the company closed on the public offering of
11,300,800 new issuance shares of common stock, including the
exercise of an over-allotment option.  The company received net
proceeds of $328.7 million after closing costs.  The proceeds from
the offering will be used to retire $82.3 million in long-term
debt and to pay $181.4 million of the purchase price of
$595.1 million (excluding closing costs) for the acquisition of 52
communities, 44 of which are currently operated by Emeritus under
long-term leases and eight of which are currently operated by
Summerville Senior Living Inc. under long-term leases.  The
balance of $65.0 million will be used to finance facility
development, facility acquisitions and capital expenditures, and
also for other general corporate purposes.

The company disclosed on Sept. 4, 2007, the completion of its
merger with Summerville Senior Living Inc.

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?234c

                       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.


FOOT LOCKER: May Be Unable to Comply with Fixed Charge Ratio
------------------------------------------------------------
Foot Locker Inc. disclosed in a filing with the U.S. Securities
and Exchange Commission that based on its second quarter financial
results and business uncertainties for the second half of the
year, it may not continue to be in compliance with the fixed
charge coverage ratio.

In addition, the company adds, the restricted payment provision
may prohibit the company from the payment of the dividend at the
current rate in 2008.

In the event that the company does not satisfy one or more of the
covenants, it will evaluate several options and expects that it
would be able to obtain a waiver, amend the agreement, or enter
into a new credit facility.

                       Credit Facility

The company discloses that it has a $200 million revolving credit
facility. Other than to support standby letter of credit
commitments, of which $14 million were in place at Aug. 4, 2007,
the revolving credit facility has not been used during 2007.

In 2004, the company obtained a 5-year, $175 million amortizing
term loan from the bank group participating in the revolving
credit facility, of which $88 million is outstanding as of Aug. 4,
2007.  Under the company's revolving credit and term loan
agreement the company is required to satisfy certain financial and
operating covenants, including a minimum fixed charge coverage
ratio.  In addition, this agreement restricts the amount the
company may expend in any year for dividends to 50% of its prior
year's net income.

                        About Foot Locker

Headquartered in New York, Foot Locker, Inc. (NYSE: FL) ---
http://www.footlocker-inc.com/-- is a retailer of athletic
footwear and apparel, operated 3,942 primarily mall-based stores
in the United States, Canada, Europe, Australia, and New Zealand
as of Feb. 3, 2007.


FOOT LOCKER: S&P Retains BB+ Ratings Under Negative Watch
---------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings,
including the 'BB+' corporate credit rating, on New York City-
based specialty footwear retailer Foot Locker Inc. will remain on
CreditWatch with negative implications, where they were placed on
Aug. 18, 2006.  This statement follows the company's announcement
that it may not remain in compliance with its fixed-charge
coverage ratio based on actual second-quarter and anticipated
second-half performance.
      
"We expect that Foot Locker will be able to obtain a waiver or
amendment for the fixed-charge coverage ratio, but we will monitor
developments as they occur," said Standard & Poor's credit analyst
David Kuntz.  Additionally, the company's restricted payment
provision may prohibit dividend payments at current levels.


FORD MOTOR: Inks Landmark Agreement with Romanian Government
------------------------------------------------------------
Ford Motor Company has reached agreement with the Romanian
government for the purchase of the Craiova vehicle manufacturing
plant in the southwest of the country.

Ford of Europe President and CEO, John Fleming, and Calin Popescu-
Tariceanu, Prime Minister of Romania, witnessed the signing of the
documents which begin the process of transferring ownership of the
facility to Ford.

The documents were signed by Mr. Lyle Watters, Director of
Business Strategy, Ford of Europe, and Mr. Sebastian Vladescu,
President of the Privatisation Committee for Automotive Craiova
and Secretary of State for Economy and Finance.

Speaking at the signing ceremony at the Frankfurt Motor Show in
Germany, John Fleming said: "This is great news for Ford, for
Romania and for Craiova.  We are acquiring a plant with a skilled
and enthusiastic workforce and together we will work to transform
the plant into an industry benchmark for vehicle manufacturing in
Central Europe."

"Ford has shared with us their exciting vision for the future of
Craiova," Prime Minister Tariceanu commented.  "In time the plant
will be producing over 300,000 Ford vehicles and engines a year,
all proudly made in Romania."

In addition to the EUR57 million to be paid to the government for
their 72.4% stake in Automotive Craiova, Ford will transfer to a
new company significant land parcels not required for production
plans.  The same offer will be made to all the minority
shareholders.

Ford has also committed to spending another EUR675 million to
upgrade and modernise the plant.  And, by 2012, the company
expects to be spending around EUR1 billion a year in Romania to
support the Craiova operations.

Employment levels at the plant will almost double, from the
existing 3,900 to 7,000.

Ford's purchase of the Craiova facility will be ratified by the
Romanian government via a special law which will make its way
through parliament in the not-too-distant future.  When all the
formalities are completed, Ford will become the new owner towards
the end of the year.

"I wish to place on record Ford Motor Company's gratitude to the
government of Romania and its agencies involved in the negotiation
process," Mr. Fleming said.  "Given the intense nature of the
discussions we have had over many weeks, it would have been
understandable had the relationship become strained.  Despite the
complex negotiations, the atmosphere was always cordial and very
positive.  We appreciated that very much.

"Although we have reached this landmark stage, there is still much
planning work for us to do before we assume full responsibility
for the plant.  While I do not want to be too specific at this
stage about the vehicle we shall be building in Craiova, I can
confirm that we will start with a small car built solely in
Craiova and we expect up to 90% of vehicle production to be
exported.

"For the foreseeable future, it is business as usual at Craiova,"
Mr. Fleming added.  "During this transition period there will be
much to discuss with the employees at the plant.  I hope today's
news pleases them as much as it does me and my management team."

The Ford of Europe president and CEO also confirmed that he would
be travelling to Romania with other members of the Ford of Europe
senior management group on Sept. 14, 2007.  While there he will
join Prime Minister Tariceanu at the plant, meet employees and
view some of the facilities.

In its Technical Offer document, presented to the Romanian
Authority for State Assets Recovery at the beginning of the
negotiations in July, the company made these statements:

   * Craiova will be a cornerstone of Ford's Europe's
     manufacturing base and a key element of our plan to
     increase Ford sales in Europe to over two million units
     per year.

   * Craiova will be incorporated into the global Ford
     organisation, building strong and sustainable
     relationships with local, regional and global economies.

   * The application of our Ford Production system, a renowned
     lean-manufacturing principle, ensures leading-edge
     manufacturing standards.

   * Investments made to upgrade and modernise the plant will
     include a new, automated 1,000 tonne press line and
     automate some of the existing production lines in the
     Craiova press shop; the installation of a new body
     construction shop; modernise and expand the capacity and
     flexibility of the paint shop operations and new equipment
     and tooling in the trim and final areas of assembly.  
     Where possible, the company aims to use local suppliers
     and labor to support these efforts.

   * Protecting the health of its employees and ensuring their
     safety are of paramount importance.  The company works to
     continuously reduce the risk of accidents and injures and
     to increase our employees' awareness of health and safety
     issues.

   * The company's product plans for Craiova will require a
     substantial increase in employment.

   * The company plans to collaborate with other local
     companies to build a sustainable base of technical
     expertise through apprenticeship and work experience
     programmes.

   * Providing equal opportunity and fostering diversity
     (valuing and respecting every individual) will be key
     principles in our recruitment approach.

   * The company will work in partnership with those local
     unions officially representing its employees to establish
     competitive and sustainable practices.  These will
     distinguish Craiova as a flexible, world-class
     manufacturing operation capable of dealing with the many
     changes that occur in a fast-moving global industry.

                     About Ford Motor Co.

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

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

                          *     *     *

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

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

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

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


GENERAL MOTORS: Has Until Midnight to Finalize Deal with UAW
------------------------------------------------------------
General Motors Corp., chosen by the United Auto Workers as lead
negotiator on a new four-year contract along with Ford Motor Co.
and Chrysler LLC, has until 11:59 tonight to work on that deal,
various reports say.

At that point, the Wall Street Journal relates, GM can either ask
for an extension or the union would strike.

Chrysler and Ford, WSJ added citing people familiar with the
matter, agreed with the union to extend indefinitely the current
contract, which was to expire today.

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

                         *     *     *

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

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


GERDAU AMERISTEEL: Chaparral's Shareholders Approve Merger Deal
---------------------------------------------------------------
Chaparral Steel Company's stockholders, at a special meeting held
in Dallas, Texas on September 12, adopted the merger agreement
under which Chaparral is to be acquired by Gerdau Ameristeel
Corporation.  Approximately 99.7% of the shares voted were cast in
favor of the merger.

The number of shares voted in favor of the merger represented
approximately 75% of the total shares outstanding and entitled to
vote at the meeting.
    
"We are pleased to announce that our stockholders have approved
the proposed merger with Gerdau Ameristeel," Tommy Valenta,
president and CEO of Chaparral Steel, commented.  "I am excited
because this was a decision made by our stockholders and they
voted overwhelmingly in favor of the transaction.  Our
stockholders clearly share our belief that the merger creates
significant value and a bright future for the company and for the
exceptional people who have participated in our success."
    
Chaparral expects the merger to be consummated today, Sept. 14,
2007.

                   About Chaparral Steel Company

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

               About Gerdau Ameristeel Corporation

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

                        *     *     *

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


GLOBAL CREDIT: S&P Puts BB Rating Under Negative CreditWatch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the issue
of Global Credit Pref Corp.'s preferred shares on CreditWatch with
negative implications.  The CreditWatch placement mirrors the
CreditWatch action on the credit-linked note to which the issue of
preferred shares is linked.  The CLN was placed on CreditWatch
Negative due to negative rating migration in the reference
portfolio.
     
Standard & Poor's will continue to monitor the underlying
portfolio and expects to resolve the CreditWatch placement within
a period of 90 days and update its opinion.

                      Global Credit Pref Corp.

              Ratings Placed on CreditWatch Negative

                    To               From
                    --               ----
Preferred shares
Global scale:      BB/Watch Neg     BB
Canadian scale:    P-3/Watch Neg    P-3

(Related CLN: The Toronto-Dominion Bank CDN $48,031,000 Portfolio
Credit Linked Notes)


GLOBAL POWER: Disclosure Statement Hearing Set for October 9
------------------------------------------------------------
The Hon. Brendan Linehan Shannon of the U.S. Bankruptcy Court for
the District of Delaware set a hearing at 1:00 p.m., on Oct. 9,
2007, to consider the adequacy of the Disclosure Statement
explaining Global Power Equipment Group Inc., and its debtor-
affiliates' Joint Chapter 11 Plan of Reorganization.

The Debtors filed their plan and disclosure statement on
September 10.

The Debtors relate that their businesses will continue to be
operated in substantially their current form.  However, debtor-
affiliates The Deltak Construction Services, Inc., and Deltak,
L.L.C., will continue to wind-down their heat recovery steam
generation business segment.

Also, pursuant to certain transactions, the Debtors utilized a
centralized cash management system wherein cash received by the
operating subsidiaries is transferred to the Global Power's cash
accounts and then subsequently transferred to subsidiaries to meet
operating needs.

                         Debtor Groups

For purposes of voting on the Plan, the Debtors relates that the
estates of certain debtor-affiliates are treated as a single
estate.  The groups are:

    * GPEG Debtor Group, comprised of:

         -- Global Power Equipment Group Inc.
         -- Global Power Professional Services, L.L.C.;

    * Braden Debtor Group, comprised of:

         -- Braden Manufacturing, L.L.C.
         -- Braden Construction Services, Inc.; and

    * Williams Debtor Group, comprised of:

         -- Williams Industrial Services Group, L.L.C.
         -- Williams Industrial Services, LLC
         -- Williams Specialty Services, LLC
         -- Williams Plant Services, LLC
         -- WSServices, LP.

The Debtors however relates that Deltak Construction Services,
Inc. and Deltak, L.L.C. will not be treated as comprising one
estate.

                       Treatment of Claims

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

1. GPEG Debtor Claims

Holders of Priority Claims, Secured Claims, and Unsecured Claims
will be paid in full.  Holders of Subordinated Note Claims will
receive a pro rata share of the Noteholder Settlement Amount in
accordance with the Noteholder Settlement Agreement.  Claimants
under this class are expected to recover 96% of their claims.

Holders of WARN Act (Individual) Claims will receive cash equal to
their pro rata share of the WARN Act (Individual) Settlement
Amount while holders of WARN Act (Putative Class) Claims will
receive cash equal to their pro rata share of the WARN Act
(Putative Class) Settlement Amount.  Holders under these two
classes are estimated to recover 100% of their claims.

All Equity Interests in Global Power Equipment will be cancelled.  
Holders, on the Plan Distribution Date, will receive one share of
New Common Stock in New GPEG for each share of common stock of
GPEG owned; and ratable rights proportion of rights to acquire new
common stock in New GPEG in accordance with the Rights Offering
described in the Plan.  Allowed Equity Interest in other GPEG
Debtors will be fully reinstated and retained.

2. Williams Debtor Claims

Holders of Priority Claims, Secured Claims, and Unsecured Claims
will be paid in full.  Equity Interest will be fully reinstated
and retained.

3. Braden Debtor Claims

Holders of Priority Claims, Secured Claims, and Unsecured Claims
will be paid in full.  Equity Interest will be fully reinstated
and retained.  Holders of Subordinated Note Guarantee Claims will
receive the same treatment given to GPEG Debtors.

4. Deltak Claims

Holders of Priority Claims and Secured Claims will be paid in
full.  Holders of Subordinated Note Guarantee Claims will receive
the same treatment given to GPEG Debtors.

Holders of WARN Act (Individual) Claims will receive cash equal to
their pro rata share of the WARN Act (Individual) Settlement
Amount while holders of WARN Act (Putative Class) Claims will
receive cash equal to their pro rata share of the WARN Act
(Putative Class) Settlement Amount.  Holders under these two
classes are estimated to recover 100% of their claims.

If Deltak's general unsecured creditors accept the plan, then as
determined by the Deltak Plan Administrator, they will receive a
pro rata share of:

* the Deltak Settlement Amount of $34 million in cash;
* the Deltak Avoidance Action Recoveries; and
* the Deltak Warranty Recoveries.

If unsecured creditors reject the plan, they will instead receive
a pro rata share of the Deltak Plan Reserve.  However, if the
Deltak Plan Reserve isn't established pursuant to the plan, then
general unsecured creditors will receive a pro rata share, in
cash, of the Alternative Deltak Settlement of $30 million.

Equity Interest in Deltak will be reinstated and retained.

5. Deltak Construction Claims

Holders of Priority Claims, Secured Claims, and Unsecured Claims
will be paid in full.  Equity Interest will be fully reinstated
and retained.  Holders of Subordinated Note Guarantee Claims will
receive the same treatment given to GPEG Debtors.

                        About Global Power

Headquartered in Oklahoma, Global Power Equipment Group Inc.
(Pink Sheets: GEGQQ) -- http://www.globalpower.com/-- is a
design, engineering and manufacturing firm providing an array of
equipment and services to the energy, power infrastructure and
process industries.  The company designs, engineers and
manufactures a comprehensive portfolio of equipment for gas
turbine power plants and power-related equipment for industrial
operations, and has over 40 years of power generation industry
experience.  The company's equipment is installed in power
plants and in industrial operations in more than 40 countries on
six continents.  In addition, the company provides routine and
specialty maintenance services to nuclear, coal-fired, fossil,
and hydroelectric power plants and other industrial operations.

The company has facilities in Plymouth, Minnesota; Tulsa,
Oklahoma; Auburn, Massachusetts; Atlanta, Georgia; Monterrey,
Mexico; Shanghai, China; Nanjing, China; and Heerleen, The
Netherlands.

The company filed for chapter 11 protection on Sept. 28, 2006
(Bankr. D. Del. Case No. 06-11045).  Eric Michael Sutty, Esq.,
Jeffrey M. Schlerf, Esq., Kathryn D. Sallie, Esq., and Mary E.
Augustine, Esq., at The Bayard Firm and Malka S. Resnicoff,
Esq., and Matthew C. Brown, Esq., at White & Case LLP, represent
the Debtor.  Adam G. Landis, Esq., Kerri K. Mumford, Esq., and
Matthew B. McGuire, Esq., at Landis Rath & Cobb LLP, represent the
Official Committee of Unsecured Creditors.

At Sept. 30, 2005, the Debtors' balance sheet showed total assets
of $381,131,000 and total debts of $123,221,000.


GLOBAL POWER: Court Extends Exclusivity Period to September 28
--------------------------------------------------------------
The Hon. Brendan Linehan Shannon of the U.S. Bankruptcy Court for
the District of Delaware issued a fourth bridge order extending
Global Power Equipment Group Inc., and its debtor-affiliates'
exclusive period to file a chapter 11 plan until Sept. 28, 2007.  
Judge Shannon also extended the Debtors' exclusive period to
solicit acceptance of the plan to Nov. 27, 2007.

The Court has scheduled a hearing on September 28 to consider
further the Debtors' request to extend their exclusive periods.

Headquartered in Oklahoma, Global Power Equipment Group Inc.
(Pink Sheets: GEGQQ) -- http://www.globalpower.com/-- is a
design, engineering and manufacturing firm providing an array of
equipment and services to the energy, power infrastructure and
process industries.  The company designs, engineers and
manufactures a comprehensive portfolio of equipment for gas
turbine power plants and power-related equipment for industrial
operations, and has over 40 years of power generation industry
experience.  The company's equipment is installed in power
plants and in industrial operations in more than 40 countries on
six continents.  In addition, the company provides routine and
specialty maintenance services to nuclear, coal-fired, fossil,
and hydroelectric power plants and other industrial operations.

The company has facilities in Plymouth, Minnesota; Tulsa,
Oklahoma; Auburn, Massachusetts; Atlanta, Georgia; Monterrey,
Mexico; Shanghai, China; Nanjing, China; and Heerleen, The
Netherlands.

The company filed for chapter 11 protection on Sept. 28, 2006
(Bankr. D. Del. Case No. 06-11045).  Eric Michael Sutty, Esq.,
Jeffrey M. Schlerf, Esq., Kathryn D. Sallie, Esq., and Mary E.
Augustine, Esq., at The Bayard Firm and Malka S. Resnicoff,
Esq., and Matthew C. Brown, Esq., at White & Case LLP, represent
the Debtor.  Adam G. Landis, Esq., Kerri K. Mumford, Esq., and
Matthew B. McGuire, Esq., at Landis Rath & Cobb LLP, represent the
Official Committee of Unsecured Creditors.

At Sept. 30, 2005, the Debtors' balance sheet showed total assets
of $381,131,000 and total debts of $123,221,000.


GLOBAL POWER: Court Approves Ninth Omnibus Objection to Claims
--------------------------------------------------------------
The Hon. Brendan Linehan Shannon of the U.S. Bankruptcy Court for
the District of Delaware sustained the ninth omnibus objection
filed by Global Power Equipment Group Inc., and its debtor-
affiliates, BankruptcyLaw360 reports.

Judge Shannon ruled that the dismissal of the claims is in the
best interest of the estate, the report adds.  The ruling allows
the Debtors to throw out a multitude of claims.

Headquartered in Oklahoma, Global Power Equipment Group Inc.
(Pink Sheets: GEGQQ) -- http://www.globalpower.com/-- is a
design, engineering and manufacturing firm providing an array of
equipment and services to the energy, power infrastructure and
process industries.  The company designs, engineers and
manufactures a comprehensive portfolio of equipment for gas
turbine power plants and power-related equipment for industrial
operations, and has over 40 years of power generation industry
experience.  The company's equipment is installed in power
plants and in industrial operations in more than 40 countries on
six continents.  In addition, the company provides routine and
specialty maintenance services to nuclear, coal-fired, fossil,
and hydroelectric power plants and other industrial operations.

The company has facilities in Plymouth, Minnesota; Tulsa,
Oklahoma; Auburn, Massachusetts; Atlanta, Georgia; Monterrey,
Mexico; Shanghai, China; Nanjing, China; and Heerleen, The
Netherlands.

The company filed for chapter 11 protection on Sept. 28, 2006
(Bankr. D. Del. Case No. 06-11045).  Eric Michael Sutty, Esq.,
Jeffrey M. Schlerf, Esq., Kathryn D. Sallie, Esq., and Mary E.
Augustine, Esq., at The Bayard Firm and Malka S. Resnicoff,
Esq., and Matthew C. Brown, Esq., at White & Case LLP, represent
the Debtor.  Adam G. Landis, Esq., Kerri K. Mumford, Esq., and
Matthew B. McGuire, Esq., at Landis Rath & Cobb LLP, represent the
Official Committee of Unsecured Creditors.

At Sept. 30, 2005, the Debtors' balance sheet showed total assets
of $381,131,000 and total debts of $123,221,000.


GREEN EARTH: S&P Withdraws B+ Rating at Sponsor's Request
---------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' preliminary
rating and '1' recovery rating on Green Earth Fuels Of Houston
LLC's $91 million senior secured credit facilities. The facilities
are comprised of a $20 million term loan, a $61 million synthetic
letter of credit, and a $10 million working-capital bank loan.  
The ratings were withdrawn at the request of the sponsor.


GREGORY DUNCAN: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Gregory B. Duncan
        Laurie L. Duncan
        P.O. Box 490
        Whitefish, MT 59937

Bankruptcy Case No.: 07-61053

Chapter 11 Petition Date: September 11, 2007

Court: District of Montana (Butte)

Debtor's Counsel: R. Clifton Caughron, esq.
                  P.O. Box 531
                  Helena, MT 59624-0531
                  Tel: (406) 442-4446
                  Fax: (406) 442-4481

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 14 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Amex                           Credit Card                $34,612
P.O. Box 297871
Fort Lauderdale, FL 33329

Asset Acceptance               Factoring Company          $19,833
P.O. Box 2036                  Account Chase
Warren, MI 48090               Manhattan Bank

U.S. Bank                      Business Credit Card       $17,300
101 5th Street East,
Suite A
Saint Paul, MN 55101

Nordstrom F.S.B.               Charge Account             $10,761

Capital 1 Bk.                  Credit Card                 $6,892

Discover Fin.                  Credit Card                 $4,811

First Premier Bank             Credit Card                 $4,775

H.S.B.C./N.E.I.M.N.            Charge Account              $3,454

Bank of America                Credit Card                 $1,045

Texaco/CitiBank                Credit Card                   $655

N.C.O./Collection Agency       Factoring Company             $593
                               Account N.C.O.
                               A.S.G.N.E. of S.B.C.

C.B.A. Collection Bureau       Collection Comcast            $383

Allied Interstate, Inc.        Collection Directv            $262

Riddle Association             11 Directv                    $262


GS MORTGAGE: Fitch Affirms Low-B Ratings on Six Cert. Classes
-------------------------------------------------------------
Fitch Ratings has upgraded these two classes of GS Mortgage
Securities Corp. II series 2004-C1:

   -- $7.8 million class C to 'AAA' from 'AA+';
   -- $16.7 million class D to 'AA' from 'AA-'.

In addition, Fitch has affirmed these 16 classes:

   -- $371.6 million class A-1 at 'AAA';
   -- $190.5 million class A-2 at 'AAA';
   -- $153.3 million class A-1A at 'AAA';
   -- Interest only classes X-1 and X-2 at 'AAA';
   -- $20.1 million class B at 'AAA';
   -- $12.3 million class E at 'A';
   -- $13.4 million class F at 'A-';
   -- $7.8 million class G at 'BBB';
   -- $7.8 million class H at 'BBB-'.
   -- $5.6 million class J at 'BB+';
   -- $3.3 million class K at 'BB';
   -- $3.3 million class L at 'BB-';
   -- $4.5 million class M at 'B+';
   -- $3.3 million class N at 'B';
   -- $3.3 million class O at 'B-'.

Fitch does not rate the $13.4 million class P.

The upgrades reflect the improved credit enhancement levels from
scheduled amortization and the defeasance of three loans (11%)
since Fitch's last rating action. A s of the August 2007
distribution date, the pool has paid down 6.1%, to $838.2 million
from $892.3 million at issuance. In total, eight loans (25.5%)
have defeased.  There are currently no delinquent or specially
serviced loans.

The two remaining non-defeased credit assessed loans, The Water
Tower Center (6.3%) and The DDR Portfolio (5.8%), maintain the
investment grade credit assessments based on their stable
performance.

The Water Tower Place loan is secured by a regional anchored
shopping mall located in Chicago, IL.  There are a total of six
pari passu notes A-1 through A-6 with the A-3 and A-4 pieces
included in the trust.  As of March 2007, occupancy decreased to
81.8% from 96.1% at issuance, as a result of a Lord & Taylor store
closing.

The DDR Portfolio loan is secured by 10 anchored retail malls
located in eight states.  There are three pari passu notes A-1,
A-2, and A-3 with the A-2 piece included in the trust.  As of
June 2007, the portfolio occupancy increased to 95.4% from 92.9%
at issuance.


HARRAH'S ENTERTAINMENT: Affiliate Purchases Macau Orient Golf
-------------------------------------------------------------
Harrah's Entertainment Inc.'s subsidiary, Harrah's Operating
Company Inc., has acquired Macau Orient Golf.   Macau Orient is
the seventh course in the Harrah's collection of golf courses.
    
"This investment reaffirms our commitment to Asia and to the Macau
market," Gary Loveman, chairman, president and CEO of Harrah's
Entertainment, said.  "We are delighted to have a compelling
amenity to offer our best customers in one of the most exciting
and dynamic markets in the world."
    
"Golf courses are a proven attraction for our customers," said
Michael Chen, president of the Asia-Pacific Region for Harrah's
Entertainment.  "We are eager to improve the golf course to make
it one of the most authentic links-style courses in the Pearl
River Delta enhancing the quality of attractions available for
visitors to Macau."

                    About Macau Orient Golf

Macau Orient Golf is located on Cotai and adjacent to the Lotus
Bridge, one of the two border crossings into Macau from China.

                  About Harrah's Entertainment
   
Headquartered in Las Vegas, Nevada, Harrah's Entertainment
Inc.(NYSE: HET) -- http://www.harrahs.com/-- has grown through  
development of new properties, expansions and acquisitions, and
now owns or manages casino resorts on four continents and hosts
over 100 million visitors per year.  The company's properties
operate under the Harrah's, Caesars and Horseshoe brand names;
Harrah's also owns the London Clubs International family of
casinos and the World Series of Poker. Harrah's also owns the
London Clubs International family of casinos.

                          *     *     *

Standard & Poor's placed Harrah's Entertainment Inc.'s long term
foreign and local issuer credit ratings at "BB" in December 2006,
which still hold this date.


HEALTHSPRING INC: S&P Assigns B+ Counterparty Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' counterparty
credit rating to HealthSpring Inc.

Standard & Poor's also said that the outlook on Healthspring is
stable.

At the same time, Standard & Poor's assigned 'BB-' loan and '2'
recovery ratings to HealthSpring's proposed $400 million senior
secured credit facility.  The facility will consist of a five-
year, $300 million term loan and a five-year, $100 million
revolver.  A '2' recovery rating indicates the expectation for
substantial (70%-90%) recovery in the event of default.
     
Healthspring is a publicly traded managed care organization that
owns a group of health insurance companies.  Its companies
primarily sell Medicare Advantage products -- which constituted
more than 95% of premium revenue as of June 30, 2007 -- in
Alabama, Illinois, Mississippi, Tennessee, and Texas.
     
Healthspring will use the term loan proceeds in the acquisition of
Leon Medical Centers Health Plans Inc., a 26,000 member Medicare
Advantage HMO that operates five medical facilities in Miami-Dade
County, Florida.  The transaction is expected to close in the
fourth quarter of 2007.
     
The credit rating reflects the company's limited market profile
and marginal capital adequacy as well as the high level of
intangibles relative to equity that will result from the pending
deal.  Partially offsetting these negative factors are the
company's good earnings profile underscored by a strong ROR,
established competitive position in its niche marketplace, and
focused operational skill sets.
     
Including the Leon acquisition, S&P expect that Healthspring's
Medicare Advantage membership will be 154,000 at year-end 2007.   
In 2008, the company will likely continue to grow its membership
base and to prepay the outstanding term loan debt.  This will
further improve debt leverage, debt to EBITDA, and EBITDA interest
coverage.


HILB ROGAL: Refinancing Plans Prompts S&P to Affirm BB Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' counterparty
credit and bank loan ratings on Hilb, Rogal & Hobbs.  The outlook
remains positive.  Standard & Poor's subsequently withdrew the
ratings at the request of HRH's management.  Consequently, the
company is no longer subject to surveillance by Standard & Poor's.
      
"These rating actions follow HRH's announced plans to refinance
its credit agreement dated April 26, 2006, and subsequently issue
senior notes under a noncommitted master shelf agreement," said
Standard & Poor's credit analyst Tracy Dolin. These notes will, in
part, be used to pay in full $98.75 million outstanding under the
term loan facility of the credit agreement dated April 26, 2006.
     
The ratings were based on HRH's healthy operating results and cash
flow, improving financial flexibility, and greater clarity around
its business model.  Partially offsetting these strengths are the
possibility of residual integration risks with its acquired
entities, the competitive nature of the regional middle-market
broker space, lack of earnings diversification versus more highly
rated peers, industry cyclicality, and regulatory and litigation
risks.
     
As of June 30, 2007, the company's ROR and EBITDA margin were
19.7% and 27.1%, respectively, and debt-to-capital and adjusted
fixed-charge coverage were 32.1% and 6.3x, respectively. Organic
revenue growth was flat for the first six months of 2007 due to
declining rates.  Notably, HRH demonstrated strong organic revenue
growth of 14.4% in its international segment, excluding its
Glencairn operation that was acquired less than 13 months ago.  

To date, the company has demonstrated a healthy acquisition
appetite as it completed nine acquisitions totaling almost $85
million in annual revenues.  Standard & Poor's believes the
company will continue to pursue opportunistic acquisitions in
favor of share repurchasing through generation of strong operating
cash flows.


HOLOGIC INC: High Leverage Cues S&P's BB- Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB-' corporate
credit rating to Bedford, Massachussetts-based Hologic Inc. with a
stable outlook.  At the same time, loan and recovery ratings were
assigned to Hologic Inc.'s proposed $2.55 billion senior secured
facilities, consisting of a $250 million term loan A facility, a
$850 million term loan B facility, a $1.25 billion term loan X
facility, and a $200 million revolving credit facility.  The
facilities are rated 'BB' with a recovery rating of '2',
indicating the expectation for substantial (70%-90%) recovery in
the event of a payment default.
      
"The ratings on these facilities are placed on CreditWatch with
positive implications, given the company's intention to issue
within the next few months, a significant amount of unsecured,
equity-linked instruments to replace most or all of the term loan
X facility," said Standard & Poor's credit analyst David Lugg.  If
the market placement of these securities is successful and
replaces the entire term loan X facility, the bank loan rating on
the remaining secured debt will likely be raised one notch to
'BB+'.
     
Hologic will use these borrowings, along with more than
$3.6 billion of stock, to fund the $6.0 billion acquisition of
Cytyc Corp.  Cytyc's Pap tests and abnormal uterine bleeding
treatments complement Hologic's mammography, osteoporosis, and
breast biopsy franchises, creating a leading player in the women's
health care market.  Initially, S&P estimate that lease-adjusted
debt leverage will be high, at 4.9x as of Sept. 30, 2007.  
However, the expected continued rapid growth of high-margined
products should enable the free cash flow that could reduce
borrowings markedly over the next two years.
     
The ratings reflect Hologic's initially high leverage, short track
record of success, challenge to integrate this acquisition of
Cytyc, and strong positions in attractive specialty medical
markets.  This transforming transaction almost doubles the size of
Hologic, bringing additional product and geographic breadth.  The
company's specialty surgical and diagnostic products focus on the
medical needs of women, a market characterized by limited
competition from a few, but very large, firms and some exposure to
reimbursement challenges.  Technological innovation that produces
products with greater accuracy and ease-of-use is a key to success
in this market.


HUDSON MEZZANINE: Moody's Downgrades Ratings on Three Notes
-----------------------------------------------------------
Moody's Investors Service has lowered its ratings on these Notes
issued by Hudson Mezzanine Funding 2006-1, Ltd.:

   1) $170,000,000 Class C Deferrable Floating Rate Notes Due
      2042

      -- Prior Rating: A2, on review for possible downgrade
      -- Current Rating: Baa1

   2) $84,000,000 Class D Deferrable Floating Rate Notes Due
      2042

      -- Prior Rating: Baa2, on review for possible downgrade
      -- Current Rating: Ba3

   3) $26,000,000 Class E Deferrable Floating Rate Notes Due
      2042

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

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

Moody's also confirmed the rating of the following class of Notes
issued by Hudson Mezzanine Funding 2006-1, Ltd.:

   * $230,000,000 Class B Floating Rate Notes Due 2042

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


HUMBERTO GONZALES: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Humberto T. Gonzales, Esq.
        1720 Sixteenth Street Northwest
        Washington, DC 20009
        Tel: (202) 302-1476

Bankruptcy Case No.: 07-00466

Chapter 11 Petition Date: September 10, 2007

Court: District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Edward M. Kimmel
                  Kimmel & Roxborough, L.L.C.
                  7629 Carroll Avenue, Suite 500
                  Takoma Park, MD 20912
                  Tel: (301) 891-8454
                  Fax: (301) 270-2137

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Option One Mortgage Co.        Deed of Trust             $431,884
P.O. Box 44042                 value of security:
Jacksonville, FL 32231-4042    $420,000

E.M.C. Mortgage Co.            Deed of Trust;            $350,000
P.O. Box 141358                value of security:
Irving, TX 75014-1358          $1,200,000

Internal Revenue Service                                 $170,000
P.O. Box 1076
Baltimore MD 21203-1076

Tim & Jennifer Touchette                                  $75,000

Denise Waldrop                                            $60,000

Eric Fanning                                              $22,000

Benny Kass                     Professional Service       $20,000

Carthage Cono                  value of security:         $17,042
Association                    $1,200,000


Bank of America                                           $12,034

Chubb Insurance                                            $6,685

Wells Fargo National Bank                                  $3,000

History Matters                                            $1,665

A.D.T.                         Security services             $884

Bank of America                Credit Card Purchases         $508

District of Columbia                                           $1

Atrium Interiors                                               $1


INDEPENDENCE VII: Moody's Reviews Ba1 Rating and May Downgrade
--------------------------------------------------------------
Moody's Investors Service placed these notes issued by
Independence VII CDO, Ltd. on review for possible downgrade:

   * $24,900,000 Class E Sixth Priority Mezzanine Deferrable
     Floating Rate Notes due 2045;

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

   * $5,400,000 Class F Seventh Priority Mezzanine Deferrable
     Floating Rate Notes due 2045;

     -- Prior Rating: Ba1
     -- Current Rating: Ba1, on review for possible downgrade

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


INSIGHT COMMS: Posts $8.1 Mil. Net Loss in Qtr. Ended June 30
-------------------------------------------------------------
Insight Communications Company Inc. reported financial results for
the quarterly period ended June 30, 2007.  The company disclosed
net loss of $8.1 million on $355.5 million revenue for the quarter
ended June 30, 2007, compared with a net loss of $10.8 million on
$311.7 million revenue for the same period of 2006.

At June 30, 2007, the company's balance sheet showed total assets
of $3.8 billion and total liabilities of $3.4 billion, resulting
in a $340.7 million stockholders' equity.

Revenue for the three months ended June 30, 2007, increased 14%
over the prior year, due primarily to Revenue Generating Unit
growth across all of the company's services, as well as video rate
increases.  Revenue for the six months ended June 30, 2007,
totaled $695.0 million, an increase of 13% over the prior year.

Cash provided by operations for the six months ended June 30, 2007
and 2006 was $180.4 million and $133.3 million.  The increase was
primarily attributable to the decrease in the company's net loss
and the timing of cash receipts and payments related to its
working capital accounts.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?2353

                   About Insight Communications

Insight Communications (NASDAQ: ICCI) operates cable operator in
the U.S., serving about 1.3 million customers in the four
contiguous states of Illinois, Indiana, Ohio, and Kentucky.  
Insight specializes in offering bundled, state-of-the-art services
in mid-sized communities, delivering analog and digital video,
high-speed Internet, and voice telephony in selected markets to
its customers.

                        *     *     *

As reported in the Troubled Company Reporter on April 9, 2007,
Fitch Ratings has placed Insight Communications Company, Inc.'s
and Insight Midwest, LP's 'B+' Issuer Default Rating on Rating
Watch Negative.

As reported in the Troubled Company Reporter on April 4, 2007,
Dominion Bond Rating Service placed the ratings of Insight
Communication Company Inc., Insight Midwest, LP, and Insight
Midwest Holdings LLC Under Review with Negative Implications.  
Among these ratings under review is Insight Communication
Company's Unsecured Notes, currently rated B (low).


INNOVATIVE COMM: Stan Springel Appointed as Chapter 11 Trustee
--------------------------------------------------------------
The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the Western District of Pennsylvania appointed Stan Springel
as the chapter 11 trustee overseeing Innovative Communication
Corporation's estate.

Mr. Springel, a corporate restructuring specialist who had been
given control of parent companies Innovative Communication
Corporation, LLC, and Emerging Communications, Inc. on March 15,
2007, requested and gained control over ICC.  ICC is a holding
company for a number of media and telecommunications ventures,
including Innovative Telephone (formerly the Virgin Islands
Telephone Company or VITELCO), the Virgin Islands Daily News, and
the St. Thomas and St. Croix cable companies.

ICC and its parent companies have been engaged in protracted
bankruptcy proceedings with National Rural Utilities Cooperative
Finance Corporation and its affiliate Rural Telephone Finance
Cooperative, which as of May 31, 2007, had $493 million in credit
extended to ICC and an unsatisfied court judgment in excess of
$524 million against ICC.  All loans have been on non-accrual
status since Feb. 1, 2005.  ICC has not made debt service payments
to RTFC since June 2005.  RTFC is the primary secured lender to
ICC.

The Court also cited the failure of ICC to honor pension
contribution obligations resulting in government liens on the
subsidiaries' property.  RTFC also holds an unsatisfied court
judgment of $100 million against Jeffery Prosser, who has been in
control of ICC.

"The Trustee is authorized and directed to vote ECI's shares of
stock in Innovative Communication Corporation, a wholly-owned,
non-debtor subsidiary of ECI, to remove the current board of
directors and officers of ICC if necessary, to take related
corporate action to effectuate the Trustee's control over New ICC
in order to facilitate a transaction for the refinancing or sale
of the Debtors and their Operating Subsidiaries and, if necessary,
to file a voluntary bankruptcy petition on behalf of ICC," the
court order states.  Mr. Prosser has filed a notice of appeal of
the order.

"This is a positive development in this protracted proceeding,"
CFC and RTFC CFO Steven Lilly, said.  "We very much appreciate the
Court's ruling, which moves us toward the resolution of this
troubled credit issue."

National Rural Utilities Cooperative Finance Corporation is a not-
for-profit finance cooperative that serves the nation's rural
utility systems, the majority of which are electric cooperatives
and their subsidiaries.  With more than $18 billion in assets, CFC
provides its member-owners with an assured source of low-cost
capital and state-of-the-art financial products and services.

Rural Telephone Finance Cooperative is a not-for-profit finance
cooperative that serves the financial needs of the rural
telecommunications industry.  RTFC has approximately $2 billion in
credit outstanding to its rural telecommunications members and
their affiliates and is a managed affiliate of CFC.  Both CFC and
RTFC are headquartered in Herndon, Virginia.

Based in Christiansted, St. Croix, U.S. Virgin Islands, Innovative
Communication Corporation is telecommunications and media company
with eextensive holdings throughout the Caribbean basin.  The
company's operations are in Belize, British Virgin Islands,
Guadeloupe, Martinique, Saint-Martin, Sint Maarten, U.S. Virgin
Islands and France and include local, long distance and cellular
telephone companies, Internet access providers, cable television
companies, business systems, and The Virgin Islands Daily News, a
Pulitzer Prize-winning newspaper.

On Feb. 10, 2006, creditors Greenlight Capital Qualified, L.P.,
Greenlight Capital, L.P., and Greenlight Capital Offshore, Ltd.,
filed involuntary chapter 11 petition againsts Innovative
Communication Company LLC and Emerging Communications, Inc., and
Jeffrey J. Prosser, the company's principal (Bankr. D. Del. Case
Nos. 06-10133 through 06-10135).  The Greenlight creditors
disclosed $18,780,614 in total claims.

On July 31, 2006, Innovative LLC, Emerging, and Mr. Prosser, filed
voluntary chapter 11 petitions (Bankr. D. V.I. Case Nos. 06-30007
through 06-30009).  Pursuant to Rule 1003-1 of the Local
Bankruptcy Rules of the District Court of the Virgin Islands,
Bankruptcy Division, Mr. Prosser, and Bobby Lubana, were
designated as the individuals who are the principal operating
officers of the alleged debtor.  On Dec. 14, 2006, the Delaware
Bankruptcy Court entered an order transferring the venue of the
involuntary bankruptcy cases transferring to the U.S. District
Court for the District of the Virgin Islands, Bankruptcy Division.

On July 5, 2007, the Greenlight creditors filed an involuntary
chapter 11 petition against Innovative Communication Corporation
(Bankr. D. V.I. Case No. 07-30012).  The creditors disclosed total
aggregate claims of $56,341,843.  Matthew J. Duensing, Esq., and
Richard H. Dollison, Esq., at Stryker, Duensing, Casner &
Dollison, and Matthew P. Ward, Esq., at Skadden Arps Slate Meagher
& Flom LLP, represent the creditors.

Stan Springel of Alvarez & Marsal, the Court-appointed chapter 11
trustee, is represented by Andrew Kamensky, Esq., Hunton &
Williams.


INTERNATIONAL RECTIFIER: Delays Filing of Annual Financial Report
-----------------------------------------------------------------
International Rectifier Corporation disclosed in a regulatory
filing with the U.S. Securities and Exchange Commission that it
will be unable to timely file its Annual Report on Form 10-K for
the fiscal year ended June 30, 2007.

The company previously disclosed on April 9, 2007, that the Audit
Committee of the Board of Directors determined that the company's
financial statements for the preceding six quarters and the fiscal
year ended June 30, 2006, should no longer be relied upon.  

Additionally, on May 11, 2007, the Audit Committee has also
determined that the company's financial statements for the
quarters ended March 31, 2005 and June 30, 2005, and for the
fiscal year ended June 30, 2005 should no longer be relied upon.  

These determinations were based on accounting irregularities
discovered at the company's Japan subsidiary by independent
investigators hired by outside legal counsel conducting an
investigation at the Audit Committee's request.

In addition to accounting irregularities discovered in connection
with the company's ongoing investigation, the company has also
identified issues associated with its transfer pricing methodology
and other tax issues for its fiscal years 2002 through 2007.  

Review of potential tax liabilities, credits and related matters
is currently under way.  The company has not yet completed its
determination of the amount of additional tax liability, but
believes the amount of any potential tax liability is material to
income in fiscal years 2004 through 2007.

Accordingly, at a meeting on Aug. 29, 2007, the Audit Committee
concluded that, in addition to the periods specified in the
company's April 9, 2007 Current Report on Form 8-K and May 11,
2007 Current Report on Form 8-K/A, the Company's financial
statements for:

    (i) the fiscal quarters ended Sept. 30, 2003, Dec. 31, 2003,
        March 31, 2004 and June 30, 2004;

   (ii) the 2004 fiscal year ended June 30, 2004; and

  (iii) the fiscal quarters ended  September 30, 2004 and Dec. 31,
        2004,

should not be relied upon.

The Audit Committee has discussed the matters disclosed in this
filing with the company's independent registered public accounting
firm.

International Rectifier Corporation -- http://www.irf.com/--  
(NYSE:IRF) is a world leader in power management technology.  IR's
analog, digital, and mixed signal ICs, and other advanced power
management products, enable high performance computing and save
energy in a wide variety of business and consumer applications.   
Leading manufacturers of computers, energy efficient appliances,
lighting, automobiles, satellites, aircraft, and defense systems
rely on IR's power management solutions to power their next
generation products.  The company has manufacturing facilities in
the U.S., Mexico, United Kingdom, Germany and Italy; and has
subsidiaries in Japan and Singapore.


INTERNATIONAL RECTIFIER: S&P Retains Negative Watch on BB Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB' corporate
credit rating on International Rectifier Corp. remains on
CreditWatch with negative implications.  International Rectifier
has stated that it cannot timely file its form 10-K for the June
30, 2007 fiscal year, because of an ongoing investigation, led by
IR's audit committee, into the company's financial reporting at a
foreign subsidiary and related material weaknesses in internal
controls.  

As a result of the investigation, as well as accounting issues
related to restructuring costs and tax matters, IR will need to
restate prior years' financial statements.
      
"The ratings originally were placed on CreditWatch on April 9,
2007, when the matter was first disclosed; subsequently, the
company extended the period of time during which its financial
results were not to be relied upon, extending back to fiscal
2002," said Standard & Poor's credit analyst Bruce Hyman.
     
Additionally, the company's chief financial officer and certain
sales executives have left the company, and the CEO has been
placed on leave.  The company has further found that cash tax
liabilities may exceed $75 million, while its cash outlays related
to the investigation have been substantial.  While the quality of
both accounting and corporate governance remain analytical
concerns, IR is believed to have sufficient operating liquidity
(net cash was over $500 million at Dec. 31, 2006, the last-filed
financial statement date) and has no debt, which should cushion
the downside risk to the corporate credit rating.  

S&P will continue to monitor events to assess the effect on its
ratings on International Rectifier.


INTERSTATE BAKERIES: Seeks Court Nod on Exclusivity Extension
-------------------------------------------------------------
Interstate Bakeries Corporation filed a motion with the U.S.
Bankruptcy Court requesting an extension of its exclusive period
in which to file a Plan of Reorganization through Jan. 15, 2008,
and its exclusive period to solicit acceptances of any Plan of
Reorganization through March 15, 2008.  The current exclusivity
periods will expire Oct. 5, 2007, and Dec. 5, 2007.

The company has contacted more than 50 potential investors and has
received significant interest to fund the company's business plan
that will provide IBC with sufficient liquidity to continue
operations, position it for future success and maximize value of
the bankruptcy estates.

There can be no assurance, however, that the necessary financing
to fund the plan will be provided to the company on acceptable
terms or at all.

The request to extend exclusivity is predicated on achieving
agreements with the company's two principal unions by Sept. 30,
2007.  In addition, the indications of interest for the financing
of the business plan that have been received mandate that such
agreements have been reached.

The proposed modifications to existing collective bargaining
agreements call for union alignment to a more capable and more
cost-effective Path-to-Market, specific health and welfare
concessions, and increased work rule flexibility.  IBC's two
principal labor unions are the Bakery, Confectionery, Tobacco
Workers and Grain Millers International Union and the
International Brotherhood of Teamsters.

If such agreements are not reached, the company, in the same
motion, has alternatively asked the Court for interim approval of
a 30-day extension from the existing deadline to file a plan of
reorganization and a 30-day extension from the existing deadline
to solicit acceptances in order to allow sufficient time to
formulate a rational strategy for maximizing value of the
bankruptcy estates, including a sale of the company and/or its
assets in its entirety or in a series of transactions.

The company's debtor-in-possession financing agreement is
scheduled to expire on Feb. 9, 2008.  IBC does not expect the
financing agreement will be extended unless its emergence from
Chapter 11 protection is imminent.

Additionally, the company believes that it will be difficult in
the current market environment to find alternative debtor-in-
possession financing, making the financing of the company's
business plan and achievement of agreements with its two principal
labor unions even more critical to IBC's ability to survive.

The company said it plans to transition its decades-old, high-cost
"one-size-fits-all" traditional route delivery structure to an
advanced Path-to-Market structure it believes creates better jobs
for sales employees and will significantly drive selling and
delivery productivity.

To effect the change, however, the company said it requires
flexibility to meet constantly changing market demands.
"Currently, IBC is hindered by work rules under its collective
bargaining agreements that prohibitively restrict how it can
operate its business," the company said.  "These agreements must
be modified for the business plan to be implemented."

The company has made progress with the BCTGM on finding solutions
to the challenges it is facing, including Path-to-Market and cost
structure issues, but discussions with the IBT "have not been
fruitful," the company said.

                   About Interstate Bakeries

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

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

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


IWT TESORO: Wants Approval on Rader & Coleman as Special Counsel
----------------------------------------------------------------
I.W.T. Tesoro Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
authority to employ Rader & Coleman, P.L. as their special
counsel.

Rader & Coleman will perform legal services including:

   a. the supervision and assistance with the preparation of all
      SEC filings;

   b. communication with the SEC on behalf of the Debtors;

   c. work with the Debtors' auditors and financial management to
      prepare all necessary books and records as well as certain
      required filings;

   d. aid Debtors counsel, to the extent necessary, with any
      negotiations involving the secured lenders and consult with
      the Debtors and their counsel with respect to any corporate
      governance or structure issues which may arise.  

In the event that the Debtors go forward with a particular
reorganization transaction, Rader & Coleman will assist in
strategy, structure and documentation required for such a
transaction.

The Debtors propose to pay Rader & Coleman its customary hourly
rates that ranges from $275 to $350 per hour for attorneys and
$120 per hour for paraprofessionals.  Gayle Coleman, Esq. will
continue to be primarily responsible for the legal needs of the
Debtors and her hourly rate is $275.
                                                                     
The Debtors disclose that Rader & Coleman has represented the
Debtors since June 2002 and was counsel to Debtor, IWT Tesoro
Corporation when it acquired International Wholesale Tile, Inc.   

The Debtors believe that the retention of Rader & Coleman is
essential to the efficient and successful administration of their
Chapter 11 cases and that it is in the best interests of the
creditors that Rader & Coleman continue to represent the Debtors.

The firm can be reached at:

             Gayle Coleman, Esq.
             Rader & Coleman, P.L.
             2101 Northwest Boca Raton Boulevard, Suite 1
             Boca Raton, Florida 33431
             Tel: (561) 368-0545
             Fax: (561) 367-1725
             http://www.raderandcoleman.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: Selects Focus Management as Financial Advisor
---------------------------------------------------------
I.W.T. Tesoro Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
authority to hire Focus Management Group, USA, Inc. as their
financial advisor.

Focus Management will:

   a. provide assistance in connection with the Debtors' Chapter      
      11 case;

   b. review and validate, or if so requested, assist in the
      preparation of the Debtors' business plans, cash flow
      projections, restructuring programs, and other reports or
      analyses prepared by the Debtors or its professionals in
      order to advise the Debtors on the viability of the
      continuing operations and the reasonableness of projections
      and underlying assumptions;

   c. review and analyze any restructuring plan to be presented to
      the Debtors' provider of post-filing financing;

   d. review, evaluate, assist and analyze the financial
      ramifications of proposed transactions for which the Debtors
      may seek Court approval, including DIP financing and cash
      management compensation or retention and severance plans;

   e. assist the Debtors, as may be requested, in communicating
      with its customers, vendors, employees, and other
      stakeholders in the Debtors' business regarding the status
      of its bankruptcy case including the preparation of initial
      communication materials and updates as necessary.

   f. manage and coordinate information requested by Official
      Committee of Unsecured Creditors or the legal and financial
      advisors for any committee;

   g. review, evaluate and analyze the Debtors' internally
      prepared financial statements and related documentation, in
      order to evaluate the performance of the Debtors as compared
      to projected results on an ongoing basis;

   h. review and analyze the development, evaluation and
      documentation of any plan(s) of reorganization or strategic
      transaction(s), including developing, structuring and
      negotiating the terms and conditions of potential plan(s) or
      strategic transaction(s) and the consideration that is to be
      provided to unsecured creditors;

   i. render testimony in connection with procedures (a) through
      (i) above, as required, on behalf of the Debtors;

   j. coordinate operations of the Debtors with their management
      and counsel, and assist management with monitoring and
      reporting to the Court and all interested parties;

   k. provide other services, as requested by the Debtors and
      agreed by Focus Management.

The Debtors propose to pay Focus Management its customary hourly
rate ranging from $375 for senior consultants to $400 for managing
directors.  These hourly rates are adjusted periodically.

To the best of the Debtors' knowledge, Focus Management has no
connection with the creditors or any other party in interest or
their attorneys.

The firm can be reached at:

             FOCUS Management Group
             5001 W. Lemon Street
             Tampa, FL 33609-1103
             Tel: (813) 281-0062
             Fax: (813) 281-0063
             http://www.focusmg.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.


JETBLUE AIRWAYS: COO Russ Chew Appointed as President
-----------------------------------------------------
JetBlue Airways has appointed chief operating officer Russ Chew to
president.  With his added responsibilities as president, Mr. Chew
will work directly with chief executive officer Dave Barger to
execute the company's vision and strategic plan.

"Since Russ joined our team, we have established the right
foundation for continuous improvement," Mr. Barger said.  "Russ
will help lead our efforts to develop JetBlue's long-term business
strategy that values our culture and takes full advantage of our
financial opportunities."

"I am honored to take on this additional responsibility," said Mr.
Chew.  "JetBlue has incredible talent and vision, and bringing
that vision to life for our customers and crewmembers, especially
in this competitive and operational environment, will depend on
our ability to set the right course for our future.  JetBlue
crewmembers have demonstrated their unique ability to tackle
challenges, especially when given the right tools and resources,
while staying true to our company's values. I am committed to
serving our crewmembers so they may continue to serve our
customers with signature JetBlue service."

Mr. Chew joined JetBlue after four years with the Federal Aviation
Administration as Chief Operating Officer, after a 17-year career
with American Airlines in their Operations and Planning units.

                   About JetBlue Airways Corp.

Headquartered in Forest Hills, New York, JetBlue Airways Corp.
(Nasdaq:JBLU) -- http://www.jetblue.com/-- provides passenger    
air transportation services primarily in the United States.  As
of Feb. 14, 2006, the company operated approximately 369 daily
flights serving 34 destinations in 15 states, Puerto Rico, the
Dominican Republic, and the Bahamas.  The company also provides
in-flight entertainment systems for commercial aircraft,
including live in-seat satellite television, digital satellite
radio, wireless aircraft data link service, and cabin
surveillance systems and Internet services, through its wholly
owned subsidiary, LiveTV LLC.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 14, 2007,
Fitch Ratings affirmed these debt ratings of JetBlue Airways
Corp.: (i) issuer default rating at 'B'; and (ii) senior unsecured
convertible notes at 'CCC' with a recovery rating of 'RR6'.  The
rating outlook is stable.


JHT HOLDINGS: Weak Performance Prompts S&P's Negative Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on JHT
Holdings Inc., including the 'B+' corporate credit rating, on
CreditWatch with negative implications.  The rating action is
based on the trucking company's worse-than-expected financial
performance for the first half of 2007 and unexpected labor-
related cost pressures.
     
Kenosha, Wisconsin-based JHT is the leading hauler of heavy-duty
(class 8) trucks in North America, with more than a 95% market
share.  The company also transports medium-duty (class 5-7)
trucks, with an approximately 50% market share.  JHT is
experiencing a decrease in volumes and an erosion in operating
profitability because of the significant downturn in demand for
medium- and heavy-duty trucks.  S&P had anticipated a downturn in
truck demand; however, declines have been more severe than
expected due to weak economic conditions in the U.S.
     
JHT has recently completed an amendment to its $130 million senior
credit facility (rated 'B+', with a '3' recovery rating), which
allowed some covenant relief.  Still, flexibility under its new
covenants remains limited.
      
"In resolving the CreditWatch, we will assess the company's
operating prospects and liquidity, given the likelihood of
continued weakness over the near term and uncertainty over the
timing of a recovery in demand," said Standard & Poor's credit
analyst Anita Ogbara.  "If it appears that JHT's financial
performance and liquidity will remain weaker than previously
expected, we will likely lower the ratings."


JORDAN INDUSTRIES: S&P Withdraws Ratings at Company's Request
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Deerfield, Illinois-based Jordan Industries Inc. at the company's
request.  Jordan's outstanding $94.8 million discount debentures
are mostly held by insiders, and the company is no longer required
to provide information on its financial condition.


KARA HOMES: Wants Court to Approve Peter Costanzo as Auctioneer
---------------------------------------------------------------
Kara Homes Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the District of New Jersey for permission to
employ Peter Costanzo Auctioneers and Appraisers Inc. as their
auctioneer.

As the Debtors' auctioneer, the firm will conduct an auction on
the Debtors' property, Horizon at Woods Landing, located in
Hamilton Township in Atlantic County, New Jersey.

The Debtors tell the Court that ING Direct will pay $5,000 for the
marketing of the property and a third party purchaser will pay 2%
premium on the final bid price, under the agreement.

Additionally, the Debtors said that ING Direct will pay $10,000
administrative fee to the firm if ING Direct is the successful
bidder.

Peter Constanzo, a member of the firm, assures the Court that the
firm does not hold any interests adverse to the Debtors' estate
and is a "disinterested person" as defined in Section 101(14) of
the Bankruptcy Code.

Mr. Costanzo can be reached at:

   Peter Costanzo
   Peter Costanzo Auctioneer and Appraisers Inc.
   22 Smock Street
   Neptune, New Jersey 07753
   Tel: (732) 776-7222

Headquartered in East Brunswick, New Jersey, Kara Homes Inc.
aka Kara Homes Development LLC, builds single-family homes,
condominiums, town homes, and active-adult communities.  The
company filed for chapter 11 protection on Oct. 5, 2006 (Bankr.
D. N.J. Case No. 06-19626).  On Oct. 9, 2006, nine affiliates
filed separate chapter 11 petitions in the same Bankruptcy Court.   
On Oct. 10, 2006, 12 more affiliates filed chapter 11 petitions.
On June 8, 2007, 20 more affiliates filed separate chapter 11
petitions.

David L. Bruck, Esq., at Greenbaum, Rowe, Smith, et al.,
represents the Debtors.  Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard represents the Official Committee of
Unsecured Creditors.  Traxi LLC serves as the Debtors' crisis
manager.  The Debtors engaged Perry M. Mandarino as chief
restructuring officer, and Anthony Pacchia as chief financial
officer.  When Kara Homes filed for protection from its creditors,
it listed total assets of $350,179,841 and total debts of
$296,840,591.


KARA HOMES: Maplewood Homebuilders Takes Care of 12 Properties
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
approved its reorganization plan for Kara Homes, transferring
control of 12 Kara-related properties to Maplewood Homebuilders
LLC, effective immediately.

Kara Homes halted construction and further development for
projects throughout its portfolio, with its bankruptcy filing in
October 2006.  

Through this reorganization plan Maplewood Homebuilders will own
and manage 12 properties, which represent approximately
600 homes throughout Central and Southern New Jersey:

   1. Bergen Mills CF (Monroe)
   2. Buckley Estates (Marlboro)
   3. Cottage Gate (Middletown)
   4. Cottage Gate II (Middletown)
   5. Hawkins Ridge (Jackson)
   6. Landings at Manahawkin (Stafford)
   7. Orchard Meadows (Manalapan)
   8. Ridgeview (Mt. Arlington)
   9. Toby Gardens (Old Bridge)
   10. Waters Edge (Little Egg Harbor)
   11. Winding Run (Little Egg Harbor)
   12. Woodlake Greens (Lakewood)

In order to jump-start these stalled developments, Maplewood
Homebuilders expects to invest more than $200 million into these
properties to complete the homes in each community, build the
shared amenities and improve the quality of these neighborhoods.

Despite the varying development and construction stages for each
of these communities under construction, Maplewood Homebuilders
has completed the first step necessary to deliver these homes to
their owners.

"Our first priority now is to those homeowners and contract
holders who have been waiting for a resolution to the Kara Homes
bankruptcy," Kevin Fiore, chief operating officer of Maplewood
Homebuilders, said.

Maplewood Homebuilders intends to work with those individuals and
families who have existing contracts with Kara Homes and looks
forward to completing homes located throughout these
12 communities.

"After a period of turmoil and uncertainty for many home buyers,
we are excited about this transaction and believe it represents a
wonderful opportunity for current and prospective buyers in these
communities to forge ahead with the construction of their quality
homes," Mr. Fiore added.  "We are proud of our investment in these
communities and welcome the opportunity to help these homeowners
move forward."

Maplewood Homebuilders brings together a blend of real estate
development and investment expertise, led by Glen Fishman, Kevin
Fiore and Plainfield Asset Management, which is committed to
revitalizing these communities.

Led by this veteran real estate development and investment team,
Maplewood Homebuilders will have a portfolio of approximately 600
homes in its new 12-community portfolio, with individual home
prices ranging from the low $300,000s to in excess of
$1.5 million.

As development of these properties comes to fruition, Maplewood
Homebuilders will actively explore future growth opportunities to
leverage its presence in the high-end residential marketplace.

                About Maplewood Homebuilders LLC

Maplewood Homebuilders LLC is a joint venture between Glen
Fishman, a real estate developer in New Jersey, and an entity
affiliated with Plainfield Asset Management LLC, a hedge fund
based in Greenwich, Connecticut.  

               About Plainfield Asset Management

Plainfield Asset Management LLC is an investment adviser
registered with the Securities and Exchange Commission. Plainfield
manages in excess of $2.8 billion in equity capital. Plainfield's
founder and chief investment officer Max Holmes has led the
purchase of several companies in the last several years, including
FAO Schwarz Inc., eToys Inc., Sure Fit Inc., Covanta Energy
Corporation (now Danielson Holdings Corp.), Asprey International
Limited and SMART Papers.

                      About Kara Homes Inc.

Headquartered in East Brunswick, New Jersey, Kara Homes Inc.
aka Kara Homes Development LLC, builds single-family homes,
condominiums, town homes, and active-adult communities.  The
company filed for chapter 11 protection on Oct. 5, 2006 (Bankr.
D. N.J. Case No. 06-19626).  On Oct. 9, 2006, nine affiliates
filed separate chapter 11 petitions in the same Bankruptcy Court.
On Oct. 10, 2006, 12 more affiliates filed chapter 11 petitions.  
On June 8, 2007, 20 more affiliates filed separate chapter 11
petitions.

David L. Bruck, Esq., at Greenbaum, Rowe, Smith, et al.,
represents the Debtors.  Michael D. Sirota, Esq., at Cole,
Schotz, Meisel, Forman & Leonard represents the Official
Committee of Unsecured Creditors.  Traxi LLC serves as the
Debtors' crisis manager.  The Debtors engaged Perry M.
Mandarino as chief restructuring officer, and Anthony Pacchia
as chief financial officer.  When Kara Homes filed for protection
from its creditors, it listed total assets of $350,179,841 and
total debts of $296,840,591.  The Court has extended the Debtors'
exclusive period to solicit acceptances of their plan to Oct. 9,
2007.


LEAP WIRELESS: James D. Dondero Resigns from Board of Directors
---------------------------------------------------------------
James D. Dondero has resigned from of Leap Wireless International
Inc.'s board of directors effective Sept. 10, 2007.  

Mr. Dondero, president of Highland Capital Management L.P. joined
Leap's board in 2004, and served as chairman of the board's
compensation committee.

"I am honored to have been associated with such a capable and
diligent board of directors and very proud of the accomplishments
of Leap's outstanding management team that has created billions of
dollars of value for shareholders," Mr. Dondero stated.  "While I
regret what might seem to be the awkward timing of my departure,
this is something I have been considering in light of my other
responsibilities and recent developments with the company."

"My experience tells me that it is best for me to come to a
decision sooner rather than later," he continued.  "I believe the
company has an excellent future and tremendous potential for
growth, and I am confident that, as it has always done in the
past, this board will continue to do what is in the best interests
of all shareholders."

The company expressed its appreciation for the contributions Mr.
Dondero has made over the years and thanked him for his dedicated
service to Leap and its shareholders.

             About Leap Wireless International Inc.

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

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 10, 2007,
Standard & Poor's Ratings Services affirmed the 'B-' corporate
credit ratings on wireless carriers MetroPCS Communications Inc.
and Leap Wireless International Inc.


LENNOX INTERNATIONAL: Completes Stock Exchange Deal with AOC
------------------------------------------------------------
Lennox International Inc. has completed its agreement with A.O.C.
Corporation.  Under terms of the agreement, LII has acquired
2,695,770 shares of LII common stock owned by A.O.C. in exchange
for 2,239,563 newly-issued LII common shares.

The transaction reduces the number of outstanding shares of LII
common stock by 456,207 shares, at minimal cost to LII.
    
Headquartered in Richardson, Texas, Lennox International Inc.
(NYSE: LII) -- http://www.lennoxinternational.com/-- manufactures  
and markets a broad range of products for heating, ventilation,
air conditioning, and refrigeration markets, including residential
and commercial air conditioners, heat pumps, heating and cooling
systems, furnaces, prefabricated fireplaces, chillers, condensing
units, and coolers.  Lennox has solid positions in its equipment
markets, with well-established brand names, well as products
spanning all price points.

                         *     *     *

Moody's Investors Service's assigned 'Ba2' on Lennox International
Inc.'s long term corporate family rating and probability of
default.  The outlook is positive.

Standard & Poor's assigned 'BB-' on its long term foreign and
local issuer credit rating.


MAC-GRAY CORP: S&P Lowers Corporate Credit Rating to BB- from BB
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Waltham,
Massachusetts-based Mac-Gray Corp., including its corporate credit
rating to 'BB-' from 'BB'.  The outlook is stable.
     
"The downgrade reflects a more aggressive financial policy and our
belief that Mac-Gray will continue to pursue acquisitions and thus
be challenged to reduce leverage and improve credit measures to
those more in line with our prior expectations," said Standard &
Poor's credit analyst Jean C. Stout.
     
The company recently announced that it had acquired Hof Service
Company Inc., a laundry facilities management company serving
multihousing clients in Washington, D.C., Maryland, and Virginia,
and a distributor of commercial laundry equipment serving the mid-
Atlantic region, for $43 million.  The acquisition was funded by
an expansion of the company's existing revolving credit facility.
     
"The 'BB-' rating incorporates the company's active acquisition
strategy, moderately high leverage, and relatively narrow business
focus," said Ms. Stout.  These factors are partly offset by the
company's position as a leading supplier of debit card and coin-
operated laundry equipment services in the highly fragmented and
regional U.S. laundry market, and its relatively stable and
predictable cash flow stream.


MADISON SQUARE: Credit Support Level Cues S&P to Hold Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of CMBS-backed notes from Madison Square 2004-1 Ltd.  
Concurrently, S&P affirmed its ratings on five other classes from
the same series.
     
The upgrades primarily reflect the positive credit migration of
the underlying CMBS collateral.  The affirmations reflect credit
support levels that adequately support the current ratings.  S&P
expect the three subordinate classes to eventually receive
deferred interest that is currently funding an interest reserve
shortfall fund to protect the interest payments to classes J
through L.
     
As of the Aug. 28, 2007, remittance report, the collateral pool
consisted of 29 classes of subordinated fixed-rate CMBS pass-
through certificates, three classes of subordinated fixed-rate re-
REMIC certificates, and one class of subordinated floating-rate
CMBS certificates.  The aggregate principal balance is $603.9
million, down from $1.056 billion at issuance.  The collateral
pool consists of nine distinct CMBS transactions issued between
1996 and 1999.  Eighty percent of the collateral balance is
concentrated in five underlying transactions:

     -- Commercial Mortgage Asset Trust's series 1999-C1 (30%);

     -- Capco America Securitization Corp.'s series 1998-D7
        (18%);

     -- Credit Suisse First Boston Mortgage Securities Corp.'s
        series 1999-C1 (16%);

     -- Credit Suisse First Boston Mortgage Securities Corp.'s
        series 1997-C2 (9%); and

     -- First Chicago/Lennar Trust's series 1997-CHL1 (8%).
     
The floating-rate CMBS certificate is secured by the SunSpree
Resort asset, with a total exposure of $61.5 million, including
$15.2 million of servicer advances.  The 507-room full-service
hotel is located in Lake Buena Vista, Florida, and was REO before
the issuance of Madison Square 2004-1.  At the time the
transaction was issued, Standard & Poor's assumed a 56% occupancy
rate and an average daily rate of $72.97 to derive a value of $8.2
million.  Year-end 2006 occupancy was 51%, while the reported net
cash flow was $711,582.  The property was under contract for sale
with a closing anticipated in the third quarter of 2006; however,
the sale did not go through.  The asset is currently being
marketed for sale at a value indicating a severe loss.  The
deferred interest balances for classes P, Q, and S will continue
to increase until the asset is liquidated.
     
The nine CMBS transactions are collateralized by 855 loans with an
outstanding principal balance of $5.4 billion, down from 1,237
loans with an aggregate principal balance of $9 billion at
issuance.  The certificates in the collateral pool with public
ratings from Standard & Poor's (25% of the current trust balance)
and those with credit estimates (75% of the current trust balance)
exhibit credit characteristics consistent with 'B+' rated
obligations, up from 'CCC+' at issuance.  Thirty percent of the
certificates are currently rated investment-grade or have received
credit estimates commensurate with investment-grade obligations,
while none did at issuance.
     
The collateral consists of CMBS pass-through certificates rather
than mortgage loans.  Losses associated with the loans are first
realized by the CMBS trusts that issued the pass-through
certificates, 22% of which are first-loss positions. Realized
losses on the first-loss positions, which include the SunSpree
Resort exposure, will result directly in principal losses to the
Madison Square 2004-1 Ltd. unrated class T.  

Subordination is available to the remaining 78% of the collateral
to absorb various levels of losses before the Madison Square 2004-
1 Ltd. certificates are affected.  Standard & Poor's analysis
included loss projections on the underlying collateral and an
evaluation of the impact of those losses on the transaction's
capital structure.  The resultant credit support levels adequately
support the raised and affirmed ratings.

                        Ratings Raised

                  Madison Square 2004-1 Ltd.
               CMBS-backed notes series 2004-1

                               Rating
                               ------
                    Class    To       From
                    -----    --       ----
                    K        AAA      AA+
                    L        A        A-
                    M        BBB+     BBB
                    N        BBB      BBB-
     
                       Ratings Affirmed
     
                   Madison Square 2004-1 Ltd.
                CMBS-backed notes series 2004-1

                       Class     Rating
                       -----     ------
                       J         AAA
                       O         BB+
                       P         B+
                       Q         B
                       S         B-


MARCAL PAPER: Disclosure Statement Hearing Deferred to Oct. 26
--------------------------------------------------------------
The Honorable Morris Stern of the United States Bankruptcy Court
for the District of New Jersey moved the hearing to consider
approval of Marcal Paper Mills Inc.'s Amended Disclosure Statement
explaining its Amended Chapter 11 Plan of Reorganization from
Sept. 26, 2007, to Oct. 26, 2007, at 10:00 a.m.

The Debtor's Plan proposes to pay holders of Other Priority Claims
with cash equal to their allowed claim after the effective date
of the Plan.

Prepetition Secured Lender Claims will be paid in full, in cash
in an amount equal to the principla and all interest accrued.

Holders of Other Secured Claims will be reinstated in accordance
with the provision of Section 1124(20 of the Bankruptcy Code.

General Unsecured Claims will receive a pro rata share of up to
$31.72 million in aggregate, provided, no holder of this claim
will receive more than 52% of the holder's claim.

Equity Interest will not receive any distribution under the
Plan.

A full-text copy of Marcal Paper's Amended Disclosure Statement is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=070813031049

Based in Elmwood Park, New Jersey, Marcal Paper Mills Inc. --
http://www.marcalpaper.com/-- produces over 160,000 tons of       
finished paper products, including bath tissue, kitchen towels,
napkins and facial tissue, distributed to retail outlets for home
consumption and to distributors for away-from-home use in hotels,
restaurants, hospitals offices and factories.  Marcal, founded in
1932, is a privately-held, fourth generation family business.  It
employs over 900 people in its Elmwood Park, New Jersey and
Chicago, Illinois manufacturing operations.

The Debtor filed for chapter 11 protection on Nov. 30, 2006
(Bankr. D. N.J. Case No. 06-21886).  Gerald H. Gline, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard P.A. represent the Debtor.  Kenneth Rosen, Esq., and Mary
E. Seymour, Esq., at Lowenstein Sandler PC represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed assets and debts of more
than $100 million.


MARCAL PAPER: Court OKs Exit Financing Pact with Merrill Lynch
--------------------------------------------------------------
Marcal Paper Mills Inc.'s exit financing agreement with Merrill
Lynch Commercial Finance Corp., which were filed under seal,
recently obtained approval from the United States Bankruptcy
Court for the District of New Jersey.

In the exit financing order, the Court ruled that in the event
that during the Debtor's exclusivity period, the Debtor receives
an exit financing commitment from a third party, Merrill Lynch
must be provided a right of first refusal.  Failure to do so will
entitle Merrill Lynch to a $1,080,000 fee.

On July 2, 2007, the Court authorized the Debtor to pay expense
deposit and furnish indemnities to Merrill Lynch in connection
with securing the Debtor's exit financing.

Based in Elmwood Park, New Jersey, Marcal Paper Mills Inc. --
http://www.marcalpaper.com/-- produces over 160,000 tons of       
finished paper products, including bath tissue, kitchen towels,
napkins and facial tissue, distributed to retail outlets for home
consumption and to distributors for away-from-home use in hotels,
restaurants, hospitals offices and factories.  Marcal, founded in
1932, is a privately-held, fourth generation family business.  It
employs over 900 people in its Elmwood Park, New Jersey and
Chicago, Illinois manufacturing operations.

The Debtor filed for chapter 11 protection on Nov. 30, 2006
(Bankr. D. N.J. Case No. 06-21886).  Gerald H. Gline, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard P.A. represent the Debtor.  Kenneth Rosen, Esq., and Mary
E. Seymour, Esq., at Lowenstein Sandler PC represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed assets and debts of more
than $100 million.


MERRILL LYNCH: Fitch Cuts Ratings on Three Certificate Classes
--------------------------------------------------------------
Fitch Ratings has taken rating actions on these classes from
Merrill Lynch Mortgage Investors, Inc. trust mortgage loan asset-
backed certificates 2005-SD1:

   -- Class A-2 affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 downgraded to 'BBB+' from 'A';
   -- Class B-1 downgraded to 'BB' from 'BBB';
   -- Class B-2 downgraded to 'B- from 'BB', and assigned a
   -- Distressed Recovery rating of 'DR2'

The trust fund consists primarily of sub-prime mortgage loans
secured by first or second liens on real properties that were
acquired by Merrill Lynch Mortgage Lending, Inc. from various
originators.  At origination, underwriting criteria had not been
provided with respect to approximately 57.51% of the mortgage
loans and approximately 10% of the mortgage loans had defaulted in
the past and are re-performing or are performing under the
provisions of a bankruptcy plan or a forbearance plan, or loans
which are performing under the terms of the related original notes
or such notes as modified.

The affirmations reflect adequate relationships of credit
enhancement (CE) to future loss expectations and affect
approximately $42.1 million of outstanding certificates.  The
downgraded classes reflect the deterioration in the relationship
of CE to future loss expectations and affect approximately
$14.1 million of outstanding certificates.

For the past year, the overcollateralization has been below the
target amount due to losses exceeding excess spread.  The decline
of the OC has put negative pressure on the most subordinate bonds.
As of the July 2007 remittance period, the 60+ delinquency
(inclusive of foreclosures and REO) was 30.59% and the cumulative
loss to date is 2.26%.

Litton Loan Servicing LP, rated 'RSS1/Rating Watch Negative' acts
as servicer for this transaction.


ML-CFC: Fitch Puts Low-B Ratings on Six Certificate Classes
----------------------------------------------------------
Fitch Ratings has assigned these ratings to ML-CFC Commercial
Mortgage Trust, series 2007-8, commercial mortgage pass-through
certificates:

   -- $37,260,000 class A-1 'AAA';
   -- $816,519,000 class A-1A 'AAA';
   -- $122,485,000 class A-2 'AAA';
   -- $72,676,000 class A-SB 'AAA';
   -- $655,815,000 class A-3 'AAA';
   -- $126,891,000 class AM 'AAA';
   -- $116,645,000 class AM-A 'AAA';
   -- $109,443,000 class AJ 'AAA';
   -- $100,607,000 class AJ-A 'AAA';
   -- $2,435,364,703 class X 'AAA';
   -- $12,177,000 class B 'AA+';
   -- $39,575,000 class C 'AA';
   -- $27,398,000 class D 'AA-';
   -- $9,132,000 class E 'A+';
   -- $18,266,000 class F 'A';
   -- $21,309,000 class G 'A-';
   -- $33,486,000 class H 'BBB+';
   -- $24,354,000 class J 'BBB';
   -- $15,221,000 class K 'BBB-';
   -- $15,221,000 class L 'BB+';
   -- $9,133,000 class M 'BB';
   -- $3,044,000 class N 'BB-';
   -- $3,044,000 class P 'B+';
   -- $6,089,000 class Q 'B';
   -- $3,044,000 class S 'B-'.

Class X is a notational amount and interest-only.  The $36,530,703
class T is not rated by Fitch.

Classes A-1, A-1A, A-2, A-SB, A-3, AM, AM-A, AJ, AJ-A, B, C, D,
and F are offered publicly, while classes X, G, H, J, K, L, M, N,
P, Q, S, and T are privately placed pursuant to rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are 218
fixed-rate loans having an aggregate principal balance of
approximately $2,435,364,703, as of the cutoff date.  The deal
closed Aug. 28, 2007.


MORGAN STANLEY: Credit Enhancement Cues S&P to Affirm Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 22
classes of commercial mortgage pass-through certificates from
Morgan Stanley Capital I Trust 2004-HQ4.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the Aug. 14, 2007, remittance report, the trust collateral
consisted of 91 mortgage loans with an outstanding principal
balance of $1.33 billion, down slightly from 92 loans totaling
$1.37 billion at issuance.  Excluding the $71.3 million (5%) of
collateral in the pool that had been defeased as of late-August
2007, the master servicer, Wells Fargo Bank N.A., reported
financial information for 99% of the loans in the pool.  Ninety-
nine percent of the servicer-reported information was full-year
2006 data.  Using this information, Standard & Poor's calculated a
weighted average debt service coverage of 1.79x, down from 2.02x
at issuance.  The DSC calculations do not include additional debt
service for partial interest-only loans.  All of the loans in the
pool are current, and no loans are with the special servicer.  To
date, the trust has experienced one loss totaling $54,370.
     
The top 10 exposures secured by real estate have an aggregate
outstanding balance of $794.7 million (60%).  Standard & Poor's
calculated a weighted average DSC for the top 10 exposures of
1.90x as of Dec. 31, 2006, compared with 1.92x at issuance.  Both
DSC calculations included additional debt service for four of the
top 10 exposures that have initial interest-only periods but had
not begun to fully amortize in 2006.  One of the top 10 exposures
is on the master servicer's watchlist and is discussed below.  
Standard & Poor's reviewed the property inspection reports
provided by Wells Fargo for the assets underlying the top 10
exposures, and all were reported to be in "good" or "excellent"
condition.
     
Four exposures exhibited investment-grade credit characteristics
at issuance and continue to do so.  Details of these exposures
are:

     -- The Bank of America Plaza is the largest exposure in
        the pool and is secured by a 55-story, 1.4 million-sq.-
        ft. office tower in Los Angeles.  The property is
        encumbered by a $189.7 million A note that is split
        into five pari passu pieces, all of which are included
        in the trust and make up 14% of the pool balance.  In
        addition, there is a $50 million B note held outside
        the trust.  Standard & Poor's calculated a DSC of 1.94x
        as of Dec. 31, 2006, compared with 2.01x at
issuance.                  
        This calculation includes additional debt service for
        the loan that had an initial interest-only period until
        September 2006.  The adjusted net cash flow for this
        exposure is comparable to its level at issuance.  
        Occupancy was 94% as of year-end 2006, down from 98% at
        issuance.

     -- The second-largest exposure in the pool, the Wells REF
        portfolio, has an interest-only A note with a whole-
        loan balance of $350 million.  The note is split into
        three pari passu pieces, $125 million of which makes up
        9% of the trust balance.  The exposure is secured by
        nine class A office properties totaling 2.9 million
        sq. ft. located across five states and the District of
        Columbia.  Standard & Poor's underwritten NCF has been
        stable since issuance.  Reported combined DSC was 3.54x
        as of year-end 2006, and occupancy was 100% as of April
        2007, compared with a DSC of 3.55x and occupancy of
        100% at issuance.

     -- The fourth-largest exposure in the pool, the Eastview
        Mall, has a trust balance of $99.8 million (8%).  The
        loan is secured by 710,900 sq. ft. of a 1.4 million-
        sq.-ft. single-story enclosed mall in Rochester, N.Y.  
        Standard & Poor's underwritten NCF has been stable
        since issuance.  The property reported a DSC of 1.95x
        as of year-end 2006 and occupancy of 94% as of April
        2007, compared with a DSC of 1.99x and occupancy of 98%
        at issuance.

     -- The sixth-largest exposure in the pool, the Mall at
        Millenia, is secured by 518,150 sq. ft. of a 1.1-
        million-sq.-ft. super-regional retail mall in Orlando,
        Florida.  The loan consists of a $195 million A note
        that is participated into four pari passu pieces,
        $57.5 million of which makes up 4% of the trust
        balance.  The property is also encumbered by a
        $15 million B note held outside the trust.  Standard &
        Poor's underwritten NCF has increased by 22% since
        issuance.  Standard & Poor's calculated a DSC of 2.01x
        as of Dec. 31, 2006, up from 1.64x at issuance.  This
        calculation includes additional debt service for the
        loan that has an initial interest-only period until May
        2008.  Occupancy was 100% as of January 2007, up from
        94% at issuance.
     
Well Fargo reported a watchlist of 17 loans with an aggregate
outstanding balance of $126.7 million (10%).  The eighth-largest
exposure ($28.7 million, 2%), 201 Old Country Road, is secured by
a three-story 217,000-sq.-ft. office building in Melville, N.Y.  
The loan is on the watchlist due to upcoming lease expirations of
three major tenants that occupy approximately 69% of the gross
leasable area.  The borrower has indicated that 38% of the GLA is
currently being marketed.  

Standard & Poor's calculated a DSC of 1.15x as of Dec. 31, 2006,
down from 1.29x at issuance.  This calculation includes
additional debt service for the loan that had an initial interest-
only period until September 2006.  Occupancy was 100% as of June
2007, the same as at issuance.  The remaining loans on the
watchlist have low DSCs, low occupancies, and/or upcoming lease
expirations.
     
Standard & Poor's stressed various assets securing the loans in
the mortgage pool as part of its analysis, including those on the
watchlist or otherwise considered credit impaired.  The resultant
credit enhancement levels adequately support the affirmed ratings.

                       Ratings Affirmed
    
            Morgan Stanley Capital I Trust 2004-HQ4
         Commercial mortgage pass-through certificates
                       series 2004-HQ4

            Class     Rating    Credit enhancement (%)
            -----     ------    ----------------------
            A-2       AAA              12.14
            A-3       AAA              12.14
            A-4       AAA              12.14
            A-5       AAA              12.14
            A-6       AAA              12.14
            A-7       AAA              12.14
            B         AA+              10.98
            C         AA                9.56
            D         AA-               8.53
            E         A                 6.72
            F         A-                5.94
            G         BBB+              5.04
            H         BBB               4.13
            J         BBB-              2.97
            K         BB+               2.58
            L         BB                2.19
            M         BB-               1.81
            N         B+                1.68
            O         B                 1.42
            P         B-                1.16
            X-1       AAA                N/A
            X-2       AAA                N/A

                    N/A - Not applicable.


MOUNTAIN LAKE: Competitive Market Cues S&P's B+ Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Mountain Lake Acquisition Co., a holding company
established by senior management of U.S. Xpress Enterprises Inc.
to purchase all of the trucking company's outstanding Class A
common shares.  Following the transaction's close, Mountain Lake
Acquisition Co. will be merged into U.S. Xpress Enterprises Inc.  
The outlook is stable.
     
At the same time, S&P assigned a 'B+' bank loan rating, the same
as the corporate credit rating, and '4' recovery rating,
indicating expectations of average (30%-50%) recovery in the event
of a payment default, to Mountain Lake Acquisition Co.'s proposed
$235 million senior secured credit facility.  The facility
consists of a $185 million senior secured term loan B due 2014 and
a $50 million revolving credit facility due 2012.  The ratings are
based on preliminary terms and are subject to review of final
documentation.
      
"The ratings on Mountain Lake Acquisition, which is acquiring U.S.
Xpress Enterprises, reflect the intensely competitive, highly
fragmented, cyclical truckload market, as well as the company's
highly leveraged capital structure, and below-average operating
performance relative to its peers," said Standard & Poor's credit
analyst Anita Ogbara.  "This is partially offset by the company's
meaningful business position as a major truckload carrier with
good customer, end-market, and geographic diversity."
     
Chattanooga, Tennessee-based U.S. Xpress is the sixth-largest
truckload carrier in the U.S., operating a fleet of approximately
7,700 tractors and 22,000 trailers, in more than 30 major
terminals primarily located in the U.S.  While the company
maintains a meaningful market position, it operates in a very
fragmented industry where the top 10 truckload companies
account for less than 5% of the total for-hire truckload market.  
As a result, U.S. Xpress faces intense competition and pricing
pressure from other large industry players.  

The company does benefit from customer and end-market diversity,
with no single customer accounting for more than 6% of revenues in
2006, and a fairly balanced mix of industries including retail,
manufacturing, food, and consumer products. U.S. Xpress also
serves the contract logistics market, generating about 21% of 2006
revenues in this segment.  Finally, the company's national network
of terminals helps provide broad geographic coverage, diversify
its service offering, and improve asset utilization.
     
In the near term, S&P expect the company to focus on improving its
operating performance and profitability, as well as repaying debt,
which should help strengthen credit metrics.  Given the company's
heavy debt load and industry challenges, an outlook change to
positive is unlikely in the near term.  Should industry challenges
intensify, causing credit measures to deteriorate, S&P would
likely revise the outlook to negative.


MWAM CBO: Fitch Junks Rating on $21.8 Million Class B Notes
-----------------------------------------------------------
Fitch takes rating actions on MWAM CBO series 2001-1, Ltd. notes
as:

   -- $98,773,673 class A notes downgraded to 'AA+' from 'AAA';

   -- $21,875,000 class B notes downgraded to 'C/DR1' from
      'B/DR2';

   -- $14,730,078 class C-1 notes remain at 'C', DR revised to
      'DR6' from 'DR5';

   -- $10,147,533 class C-2 notes remain at 'C', DR revised to
      'DR6' from 'DR5'.

MWAM 2001-1 is a collateralized debt obligation (CDO) managed by
Metropolitan West Asset Management (MWAM), which closed on
Jan. 24, 2001.  MWAM 2001-1 is composed of residential mortgage-
backed securities (RMBS), commercial mortgage-backed securities
(CMBS), asset-backed securities (ABS), CDOs, investment grade
corporates and US government securities. Included in this review,
Fitch discussed recovery rates for some of the assets in the
portfolio with the asset manager.  In addition, Fitch Ratings
conducted cash flow modeling utilizing various default timing and
interest rate scenarios to measure the break-even default rates
going forward relative to the minimum cumulative default rates
required for the rated liabilities.

These downgrades reflect continued collateral deterioration
resulting from negative credit migration since the last rating
action in February 2006. As of the July 26, 2007 trustee report,
the percentage of the portfolio rated below investment grade
increased to approximately 49% from 43% since the last review.
Consequently, due to overcollateralization (OC) haircuts for
assets rated below 'BB-' the class A OC, class B OC, and C OC
ratios, reported at 118.18%, 96.75%, and 80.21%, respectively, as
of the July trustee report, on average went down from 121.30%,
103.26% and 89.81% respectively, as of the last review in February
2006.  In addition, the weighted average coupon (WAC) test
continues to fail at 7.73%, relative to a trigger of 8.10%.  The
transaction is sensitive to interest rate changes given that
almost 25% of the portfolio consists of inverse and range
floaters.

The rating of the class A notes addresses 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 B and C notes address the likelihood that investors will
receive ultimate and compensating interest payments, as per the
governing documents, as well as the stated balance of principal by
the legal final maturity date.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


NEW MOUNTAIN: Moody's Rates $235 Million Senior Loan at B1
----------------------------------------------------------
Moody's Investors Service assigned a first time rating of B1
(LGD3, 43%) to the $235 million first lien senior secured credit
facilities ($50 million revolving credit and $185 million term
loan B) of New Mountain Lake Acquisition Company.  The Corporate
Family and Probability of Default ratings are each B2 and the
outlook is stable.

The term loan B will fund the planned tender offer by Mountain
Lake for the outstanding class A common shares of U.S. Xpress
Enterprises, Inc. not owned by Mountain Lake or its affiliates.
Upon completion of the tender offer, Mountain Lake will merge with
U.S. Xpress. U.S. Xpress will be the surviving entity and will
assume all of the obligations of Mountain Lake.

The B2 corporate family rating reflects the high debt service
burden, with weak EBIT to Interest coverage in particular, that
will result from the going-private transaction.  Additionally,
this leveraging transaction is being pursued during a period
marked by excess truckload capacity because of the weak demand
environment and significant investment that took place ahead of
the stricter engine emission standards that came into effect at
the end of 2006.  This has the potential to limit the amount and
timing of planned debt reduction. Pro forma EBIT to Interest of
about 1.0 time is expected, which is typically reflective of
issuers rated lower than B2.  Nevertheless, a large depreciation
component supports a sizeable level of funds from operations.  
"The relatively young fleet provides flexibility to defer capital
expenditures to help generate free cash flow to service the higher
debt burden," said Jonathan Root, Moody's High Yield ransportation
Analyst.  Adequate alternate liquidity from a revolving credit and
the unused portion of an accounts receivable securitization
facility after issued letters of credit, as well as the potential
to sell excess equipment also support the B2 corporate family
rating.

The stable outlook reflects Moody's view that the company retains
the ability to preserve cash flows at levels sufficient to meet
the higher debt service obligations through a weaker operating
environment.  Downwards rating pressure could arise if demand
falls and the company does not reduce expenses to preserve the
operating margin.  Debt to EBITDA being sustained above 6.0 times
or EBIT to Interest being sustained below 1.0 time would pressure
the ratings. Deterioration in liquidity such that availability
under the revolver was sustained below $40 million or there was
only a modest cushion for compliance with financial covenants
would also pressure the ratings.  Ratings or the outlook could be
upgraded if Debt to EBITDA was sustained below 4.3 times and EBIT
to Interest was sustained above 2.0 times.

Assignments:

   Issuer: New Mountain Lake Acquisition Corp.

     -- Probability of Default Rating, Assigned B2

     -- Corporate Family Rating, Assigned B2

     -- Senior Secured Bank Credit Facility, Assigned a range of
        43 - LGD3 to B1

     -- Outlook, Assigned Stable

New Mountain Lake Acquisition Company, based in Chattanooga,
Tennessee is an acquisition vehicle created to facilitate the
going-private transaction being pursued by the current majority
shareholders of U.S. Xpress Enterprises, Inc.

U.S. Xpress Enterprises, Inc., a Nevada Corporation, headquartered
in Chattanooga, Tennessee, provides truckload transportation
services in North America, including line-haul, dedicated and
inter-modal freight services.


NORCAL WASTE: S&P Withdraws BB- Rating at Company's Request
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB-' corporate
credit rating on San Francisco, California-based Norcal Waste
Systems Inc. at the company's request.


OGLEBAY NORTON: Harbinger Prepared to Enter into Definitive Pact
----------------------------------------------------------------
Despite the Oglebay Norton Company's disclosure which claims that
Harbinger Capital Partners were invited into the company's
"process," Harbinger Capital Partners wants to set the record
straight: Harbinger Capital Partners were never invited into a
"process," and in fact it is Harbinger Capital Partners' firm
belief that they started the "process."

Notwithstanding the inaccuracies of the company's statement,
Harbinger Capital Partners are committed to protecting and
maximizing the value of Oglebay Norton for all shareholders.

Harbinger Capital Partners yesterday said it is prepared
immediately to enter into a definitive merger agreement to
purchase all the capital of Oglebay Norton for $31.00 per share in
cash while allowing the company the opportunity to seek a higher
offer for its shareholders.

Harbinger Capital Partners said that it is prepared immediately
to:

    1) sign a definitive agreement that will provide Oglebay
       Norton shareholders with $31 per share in cash with
       customary break-up protection at market rates; and

    2) allow Oglebay Norton a 30-day go shop provision to explore
       whether a higher offer is achievable, subject to
       Harbinger's right to match any and all competing offers.

Harbinger's offer is not subject to the conduct of due diligence,
the receipt of material non-public information or financing.  
Moreover, Harbinger will not require that the Company provide
extensive representations regarding it business.

Harbinger Capital Partners said: "Our proposal is a win-win for
Oglebay Norton shareholders: they will have the certainty of
knowing they will receive $31 in cash, with the opportunity to
receive more if a higher bid materializes. We urge shareholders to
make it clear to the board of Oglebay Norton that further delay
and undue complication will not be tolerated."

Harbinger Capital Partners said it has taken this additional step
to protect Oglebay shareholders with an attractive alternative
that the Oglebay board can easily embrace.  In the meantime,
Harbinger's $31 all cash tender offer remains outstanding, subject
to its terms.

                     Oglebay's Statement

In a statement released on Wednesday, Oglebay Norton provided an
update on its ongoing exploration of strategic alternatives
process.  The company stated that as previously disclosed on
July 24, 2007, the Oglebay Norton Board of Directors formed a
Special Committee of independent directors to explore strategic
alternatives to maximize shareholder value, including a possible
sale or merger of the company.

As part of this process, numerous potential buyers were contacted
and have signed a confidentiality agreement. Over the past two
weeks, the Company's management has met with several of the
potential buyers and additional meetings are planned.  As part of
this process, Oglebay Norton has already received an indication of
interest in excess of $31.00 per share, which affirms the Special
Committee's belief that this process may generate value greater
than the $31.00 per share offered by Harbinger Capital Partners
Master Fund I, Ltd. and Harbinger Capital Partners Special
Situations Fund, L.P. in connection with Harbinger's unsolicited
tender offer.

"The Company is engaged in an orderly process designed to maximize
value for all Oglebay Norton shareholders," said Thomas O. Boucher
Jr., Chairman of the Board and Special Committee.  "We understand
our shareholders' desire to see a resolution of the process and
appreciate their patience as we continue our discussions with
potential buyers.  We continue to believe that this process may
result in an offer that is superior to Harbinger's unsolicited bid
of $31.00 per share."

Oglebay Norton noted that Harbinger has been invited to
participate in the company's process, but thus far, Harbinger has
not responded to this invitation.  Oglebay Norton's Special
Committee is committed to continuing its robust exploration
process to maximize value for all Oglebay Norton shareholders.
Accordingly, the Special Committee is again extending an
invitation to Harbinger to participate in the process.

                         Annual Meeting

In order to ensure that Oglebay Norton shareholders can make an
informed decision, the company has rescheduled its 2007 annual
meeting of shareholders to Tuesday, Nov. 13, 2007, by which time
the review of strategic alternatives is expected to be completed.

Harbinger previously announced that it has extended its
unsolicited tender offer until 5:00 pm, New York City time, on
Friday, September 14, 2007. A majority of Oglebay Norton's Board
continues to recommend that shareholders take no action with
respect to Harbinger's unsolicited tender offer until the Board
has completed its strategic review.

Shareholders who have already tendered and wish to withdraw their
shares may call the Company's Information Agent, Georgeson Inc.
Banks and bankers can call +1-212-440-9800 and all others can call
toll-free at +1-888-605-7543.

JPMorgan is serving as lead financial advisor to Oglebay Norton
and Imperial Capital, LLC is co-financial advisor. Jones Day is
serving as legal counsel to the Company and Porter Wright Morris &
Arthur is serving as legal counsel to the Special Committee.
Georgeson Inc. is serving as Oglebay Norton's proxy advisor.

                        Harbinger's Demand

Prior to releasing the statement, the Board of Directors of
Oglebay Norton received a demand from Harbinger than Oglebay
remove the remaining impediments to its offer to acquire all of
the outstanding Shares of Oglebay Norton for $31.00 per Share in
cash plus one Contingent Value Right per Share before the offer
expires at 5:00 pm, New York City time, today, September 14, 2007,
unless otherwise extended.  The Board has until that time to take
the actions necessary to allow Harbinger Capital Partners' to
close the Offer without undue delay.

Harbinger related that on Sept. 7, 2007, after a sufficient number
of common shares had been tendered to satisfy the "minimum
condition" to the Offer, Harbinger sent a letter to the Oglebay
Norton Board, specifically requesting that the Board terminate the
company's poison pill and satisfy the maritime condition of the
offer.  Given the overwhelming response to the Offer -- the
combination of the tendered shares and Harbinger's own shares
represented approximately 75% of the total outstanding Shares not
controlled by the company's Chairman -- Harbinger expects and
demands that the Board move quickly to remove the outstanding
conditions to the offer.  Harbinger adds that as of Tuesday, the
company's Board has taken no action and refused to engage in any
meaningful dialogue with Harbinger Capital or its advisors.

Harbinger Capital Partners noted, "The Oglebay Norton Board has
until [today]day to fulfill its fiduciary responsibility of
maximizing shareholder value by removing the obstacles to our
offer and allowing shareholders to receive the unmatched value we
are presenting.  Since we launched our offer in early August, the
Board has completely stonewalled us and its shareholders,
potentially squandering this attractive opportunity.  With time
running short, we urge the Board to immediately terminate the
Company's poison pill and satisfy the maritime condition of the
offer so that we can proceed with our Offer.  It would be
unconscionable if shareholders were prevented from receiving
$31 per share in cash while the Board continues to pursue a sham
'strategic review process' that is unlikely to result in any value
creation."

Harbinger Capital Partners encourages Oglebay Norton shareholders
to also contact the Company's Board directly to express their
dissatisfaction with the Board's conduct and demand that the Board
remove the remaining obstacles to the Offer so that it can be
consummated in a timely manner.

JPMorgan is serving as lead financial advisor to Oglebay Norton
and Imperial Capital, LLC is co-financial advisor.  Jones Day is
serving as legal counsel to the company and Porter Wright Morris &
Arthur is serving as legal counsel to the Special Committee.  
Georgeson Inc. is serving as Oglebay Norton's proxy advisor.

                  About Harbinger Capital Partners

Located in New York City, the Harbinger Capital Partners
investment team manages in excess of $12 billion in capital as of
Aug. 1, 2007, through two complementary strategies.  Harbinger
Capital Partners Master Fund I, Ltd. is focused on restructurings,
liquidations, event-driven situations, turnarounds and capital
structure arbitrage, including both long and short positions in
highly leveraged and financially distressed companies.  Harbinger
Capital Partners Special Situations Fund, L.P. is focused on
medium to long term, control oriented and frequently less liquid
distressed investments, with flexibility to use other investment
strategies and types of securities when attractive opportunities
arise.

                   About Oglebay Norton Company

Based in Cleveland, Ohio, Oglebay Norton Company (OGBY.PK) --
http://www.oglebaynorton.com/-- provides essential minerals and       
aggregates to a broad range of markets, from building materials
and environmental remediation to energy and industrial
applications.

                          *     *     *

As reported in the Troubled Company Reporter on July 31, 2007,
Standard & Poor's Ratings Services revised its CreditWatch
implications to negative from developing on Oglebay Norton Co.,
which has a 'B' corporate credit rating.


PACER HEALTH: June 30 Balance Sheet Upside-Down by $7.4 Million
---------------------------------------------------------------
Pacer Health Corp.'s consolidated balance sheet at June 30, 2007,
showed $16.3 million in total assets and $8.6 million in total
liabilities, resulting in a $7.4 million total stockholders'
deficit.

The company's consolidated balance sheet at June 30, 2007,
likewise showed strained liquidity with $9.3 million in total
current assets available to pay $10.3 million in total current
liabilities.

The company reported a net loss of $301,000 in the three months
ended June 30, 2007, a decrease from the $3.5 million net loss
reported in the same period last year, mainly due to the disposal
of Southpark and the acquisition of Knox County Hospital.  During
the three months ended June 30, 2006, Southpark had a net loss of
approximately $1.6 million, which was included in discontinued
operations.  

Net revenues for continuing operations increased to $10.7 million
from $3.2 million.  Patient service revenue of $2.4 million for
Southpark was included in discontinued operations for the three
months ended June 30, 2006.  The increase in revenue was primarily
due to the acquisition of Knox County Hospital.

Operating expenses for continuing operations rose from
$4.0 million to $11.2 million.  Operating expenses of $3.7 million  
for Southpark was included in discontinued operations for the
three months ended June 30, 2006.  Operating expenses increased
primarily due to the acquisition of Knox County Hospital.  

Other income was $268,583 for the three months ended June 30,
2007, compared to other expenses of approximately $1.1 million in
2006.  Other income consisted primarily of the gain on the sale of
the minority interest of $980,458 and a loss on the change in the
fair market value of derivatives of $285,635.  Interest expense
for the three months ended June 30, 2007, and 2006 was $474,238
and $183,873, respectively.  Interest expense of $278,559 for
Southpark was included in discontinued operations for the three
months ended June 30, 2006.  

At June 30, 2007, the company had total long term debt of
approximately $4.9 million, which includes a financing lease of
approximately $1.8 million on sale leaseback of real property on
Sept. 29, 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?2350

                 About Pacer Health Corporation

Headquartered in Miami, Florida, Pacer Health Corporation (OTCBB:
PHLH) -- http://www.pacerhealth.com/ -- is an owner-operator of   
acute care hospitals, medical treatment centers and psychiatric
care facilities serving non-urban areas throughout the Southeast.


PACIFIC LUMBER: Has No Cause to Extend Exclusivity, BoNY Says
-------------------------------------------------------------
The Bank of New York Trust Company, N.A., as Indenture Trustee and
Collateral Agent for the Timber Notes, asserts that Scotia Pacific
Company LLC does not have a legitimate cause to warrant further
extension of its exclusivity period.

As reported in the Troubled Company Reporter on Aug. 29, 2007,
Pacific Lumber Company and its debtor-affiliates asked the
Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas to further extend the time by which
they have the exclusive right to:

  (a) file a plan of reorganization through and including
      December 17, 2007; and

  (b) solicit acceptances for that plan through and including
      February 17, 2008.

Zack A. Clement, Esq., at Fulbright & Jaworski L.L.P., in
Wilmington, Delaware, notes that Scopac's case is being conducted
on the implausible premise that Scopac's value is high enough
that there will be value left over for the equity owned by The
Pacific Lumber Company and MAXXAM, Inc.

In reality, Mr. Clement argues, there is no value for equity
because:

  (a) Scopac's timber operations are not generating significant
      cash flows; and

  (b) Scopac's non-income earning marbled murrelet conservation
      areas -- MMCA Lands -- have materially less value than
      asserted by Scopac.

In particular, Mr. Clement says, there is not sufficient value in
Scopac's assets to enable the Debtor to pay:

  * approximately $36,000,000 owed on the Bank of America
    revolver;

  * the minimum $785,000,000 currently owed on the Timber Notes
    if the Indenture Trustee is fully secured;

  * $1,000,000 of small trade debt;

  * $50,000,000 of contingent lawsuit debt; and

  * more than $1,000,000,0000 of allegedly non-dischargeable qui
    tam claims.

"Because Scopac, PALCO and MAXXAM refuse to accept this reality,
they could not make a deal with secured creditors in connection
with restructuring negotiations in 2005, and have come nowhere
close to making a deal with the Indenture Trustee in current
negotiations concerning a plan of reorganization," Mr. Clement
informs the Court.

The Debtors  began negotiations with certain Noteholders in mid
2005, and they have been in bankruptcy for almost eight months.
There is no reason why Scopac should not have already completed
the valuation of its non-core, non-incoming producing MMCA Lands
after over two years of the Debtor's restructure negotiations,
Mr. Clement asserts.  "The Debtors are certainly aware of their
current cash flows and, through their numerous valuation experts,
can determine, with relative ease, an appropriate valuation of
their enterprise."

Moreover, any value attributed to the Lawsuit against the state
of California would not be relevant to form the basis of a plan
because lawsuits are inherently speculative, the Indenture
Trustee adds.

Also, the Qui Tam Actions are proceeding only against the non-
debtor defendants, the Actions against the Debtors have been
stayed, Mr. Clement avers.  The Qui Tam Relators have also
suggested that any judgment arising from a violation of the False
Claims Act would be non-dischargeable.

Mr. Clement argues that Scopac, rather than stabilizing its
company, has fundamentally altered its business for PALCO's
benefit who is running insolvent.

                 Scopac's August 21 Plan Offer

Mr. Clements notes that Scopac waited until August 21, 2007, to
make its first plan offer to the Noteholders, then premised it on
implausibly high values which were completely out of line with
reality.

Under the August 21 Offer, Mr. Clement points out, Scopac offered
the Indenture Trustee only:

  (i) a percentage of the equity of a newly formed affiliate of
      Scopac; and

(ii) a junior secured note behind hundreds of millions of
      dollars that Scopac intends to raise at confirmation to
      pay down other creditors.

"Scopac's offer was plainly not the indubitable equivalent of the
Indenture Trustee's existing first lien claim, thus not a fair
and equitable offer," Mr. Clement argues.

According to Mr. Clement, The August 21 offer assumed high values
for the MMCA Lands, placed all risk on the Indenture Trustee
since the value of the Indenture Trustee's equity in the newly
formed entity would disappear if (a) the MMCA Lands do not sell
for what Scopac believes, (b) the Lawsuit against the State of
California is ultimately unsuccessful, or (c) the qui tam claims
are ultimately allowed and found to be-non dischargeable.

The Indenture Trustee does not believe that the August 21 offer
supports the Debtors' claim that they have been engaging in good
faith negotiations.

                       BoNY's Counteroffer

To address the risks in Scopac's offer, the Indenture Trustee
made a good faith counteroffer dated August 28, 2007, suggesting
that Scopac propose a plan under which the Debtor would, over the
course of six months, either (1) sell the MMCA Lands; (2) obtain
junior debt financing; and/or (3) sell equity and use the funds
to pay the Indenture Trustee's claim down by $350,000,000 to a
level where Scopac's cash flows from timber operations might be
able to service the remaining first lien secured claim of the
Indenture Trustee at current market rates of interest.

If, at the end of six months, Scopac could not raise $350,000,000
to pay down the Timber Notes by any of those methods, then,
because Scopac would not have a level of debt that could be
serviced by a note that would be offered in the marketplace,
Scopac would sell all of its assets in a Section 363 sale.

Under the Counteroffer, Scopac would reduce the risk associated
with the alleged high valuation of the MMCA Lands by exposing
them to the market to determine their true worth, and leave the
Indenture Trustee with a remaining first priority lien that would
protect it against the risk of the qui tam lawsuit, Mr. Clements
contends.

A full-text copy of the Indenture Trustee's Counteroffer for a
Consensual Scopac Plan is available for free at:

               http://ResearchArchives.com/t/s?234a

              The Use of Markets to Establish Value

Mr. Clement notes that Scopac has rejected the use of markets to
establish value of its assets and instead, seeks a trial to
determine theoretical values.  Scopac apparently wants, Mr.
Clement tells the Court, to fight three separate litigation wars
-- two in the Bankruptcy Court and one in California:

  1. Scopac has hired eight experts to testify on a theoretical
     basis about how much (i) its income earning timber
     operations, (ii) its MMCA Lands, and (iii) its Lawsuit
     Against California are worth.

  2. Scopac asked the Court to decide the qui tam lawsuit which
     focuses on the central issue of the number of harvestable
     redwood trees that are actually on Scopac's property.

  3. The Debtors and MAXXAM hope to return to California in 2009
     after the bankruptcy cases are over to sue the State of
     California.

On the other hand, the Indenture Trustee wishes to file a plan
based on the reality of the marketplace that is likely to bring
peace to the company that has experienced constant friction with
regulators and has been engaged in continuous litigation ever
since MAXXAM acquired PALCO, according to Mr. Clement.

The Indenture Trustee proposes to sell Scopac's assets as a going
concern in a Section 363 sale, including the income producing
timberlands, the MMCA Lands and the Lawsuit Against California.

A full-text copy of the Term Sheet for the Indenture Trustee's
Plan is available for free at http://ResearchArchives.com/t/s?234b

Mr. Clement asserts that the proposed sale will:

  -- preserve Scopac as a going concern;

  -- exclude old owners based on the reality that there is not
     a value for them; and

  -- give to the purchaser the ability to sit down with the
     California regulators and agree upon rates of logging while
     settling the Lawsuit Against California.

Accordingly, the Indenture Trustee asks the Court to:

  (a) deny Scopac's request to extend its Exclusive Periods,
  (b) immediately terminate Scopac's Exclusive Period, and
  (c) permit it to file its proposed plan of reorganization.

                      About Pacific Lumber

Headquartered in Oakland, California, The Pacific Lumber Company
-- http://www.palco.com/-- and its subsidiaries operate in
several principal areas of the forest products industry,
including the growing and harvesting of redwood and Douglas-fir
timber, the milling of logs into lumber and the manufacture of
lumber into a variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.  John F. Higgins, Esq., and James Matthew
Vaughn, Esq., at Porter & Hedges LLP, is Scotia Pacific's co-
counsel.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on Sept. 18, 2007  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 26, http://bankrupt.com/newsstand/or  
215/945-7000).


PACIFIC LUMBER: Committee Wants Exclusivity Extension Plea Denied
-----------------------------------------------------------------
Time is running out on Pacific Lumber Company and its debtor-
affiliates' ability to successfully reorganize, John D. Fiero,
Esq., at Pachulski Stang Ziehl & Jones LLP, counsel for the
Official Committee of Unsecured Creditors points out.

"[Moreover,] the Debtors' business appears to be in freefall",
Mr. Fiero tells the U.S. Bankruptcy Court for the Southern
District of Texas.  The Debtors continue to lose money at an
alarming rate.  The PALCO Debtors expect to be fully drawn on
their DIP financing by October.  At the same time, Scopac is
burning through substantially all of its available cash under a
new intercompany arrangement that requires Scopac to handle
harvest costs and build up a log deck of its own.   The PALCO
Debtors' ability to ever purchase those logs, however, is still
in doubt, according to Mr. Fiero.

Although the Debtors say they have reached out to creditors and
are diligently working on a plan, the fact remains that no
substantive progress on a feasible reorganization plan has been
made from the perspective of the Official Committee of Unsecured
Creditors, Mr. Fiero states.  The Debtors have had no material
negotiations with the Committee about the structure of a plan for
more than eight months now.

Aside from providing a copy of a single term sheet prepared for
the Noteholders, the Debtors have not made any formal plan
proposals to the Committee, Mr. Fiero relates.

The Creditors Committee says that it has seen virtually no
tangible progress in the Debtors' cases except a concerted effort
by the Debtors to develop an extremely theoretical and academic
valuation of their assets in an effort to preserve value for the
benefit of MAXXAM.  The Debtors appear to have been very active n
terms of gearing up for valuation litigation.  Even if that
valuation is ongoing, however, that is no basis for extending
exclusivity, Mr. Fiero contends.  The Debtors are supposed to be
working towards a confirmable plan, not taking the extra time to
prepare for an inevitable valuation fight, Mr. Fiero says.

"[I]t is time for the Debtors to realize that these companies are
vastly over-leveraged," Mr. Fiero says.  "Creditor interests must
now come first.  In the absence of real (not theoretical)
evidence to the contrary, it appears that equity is out of the
money in these cases."

The Debtors appear to be working up a plan, but the creditor
constituencies remain in the dark, Mr. Fiero avers.  The Debtors
have had eight months to propose something, yet they have failed
to file a plan.  It is time for the creditor constituencies to be
in a position to take their shot, Mr. Fiero maintains.

Hence, the Creditors Committee asks the Court to deny the
Debtors' request.

As reported in the Troubled Company Reporter on Aug. 29, 2007, the
Debtors asked the Court to further extend the time by which they
have the exclusive right to:

  (a) file a plan of reorganization through and including
      December 17, 2007; and

  (b) solicit acceptances for that plan through and including
      February 17, 2008.

The Court is set to hear the Debtors' request today, September 14.

                      About Pacific Lumber

Headquartered in Oakland, California, The Pacific Lumber Company
-- http://www.palco.com/-- and its subsidiaries operate in
several principal areas of the forest products industry,
including the growing and harvesting of redwood and Douglas-fir
timber, the milling of logs into lumber and the manufacture of
lumber into a variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.  John F. Higgins, Esq., and James Matthew
Vaughn, Esq., at Porter & Hedges LLP, is Scotia Pacific's co-
counsel.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on Sept. 18, 2007  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 26, http://bankrupt.com/newsstand/or  
215/945-7000).


PACIFIC LUMBER: Revises Exclusivity Extension Plea
--------------------------------------------------
Pacific Lumber Company and its debtor-affiliates tells the U.S.
Bankruptcy Court for the Southern District of Texas that they
intend to reduce their request for a further extension of their
Exclusive Filing Period to only 30 days.

The Debtors now ask the Court to further extend the time by which
they have the exclusive right to:

  (a) file a plan of reorganization through and including
      October 18, 2007; and

  (b) solicit acceptances of that plan through and including
      February 19, 2008.

Nathaniel Peter Holzer, Esq., at Jordan, Hyden, Womble Culbreth &
Holzer, P.C., in Corpus Christi, Texas, informs the Court that
the Debtors finally got enough information from Court-approved
appraisers and valuation experts, which while only verbal,
confirms their prior statements that their estates have
substantial value available for equity -- a matter that drives
the terms of the plan.

The information, however, is still preliminary and additional
time is needed to obtain finalized information and opinions for
use with the plan, Mr. Holzer explains.

The Debtors' management are determined not to seek any further
extensions of exclusivity, according to Mr. Holzer.

The Debtors relate that they are currently working with the major
constituencies on the details of a proposed scheduling order
necessary to conduct a complete confirmation hearing in February
2008.

The Debtors also expect to file their joint objection to the qui
tam proofs of claims second week of September 2007, Mr. Holzer
adds.

                         BoNY Talks Back

Although the Debtors have reduced its extension request of their
Exclusive Plan Filing Period, they, however, continue to seek
exclusivity through February 17, 2008, to pursue confirmation of
whatever plan they file, Zack A. Clement, Esq., at Fulbright &
Jaworski L.L.P., in Houston, Texas, points out.

Extending the Exclusive Solicitation Period through February 2008
will give the Debtors 120 days to try to confirm a plan, instead
of the 60 days contemplated by the Bankruptcy Code, Mr. Clement
contends.

In addition, The Bank of New York Trust Company, N.A, as
indenture trustee for the Timber Notes, questions the Debtors'
move in sending a plan offer dated August 21, 2007 to the Timber
Noteholders when they relate that they received critical
valuation confirmation "just last week", the first week of
September.

Mr. Clement relates that Christopher Di Mauro, a managing
director of the Los Angeles office of Houlihan Lokey, prepared a
declaration in support of the Indenture Trustee's objection to an
extension of Scopac's Exclusive Periods.  The Di Mauro
Declaration clearly demonstrates the complete implausibility of
the Debtors' position on the value of their assets, Mr. Clement
asserts.

Thus, Mr. Clement reiterates, rather than engaging in a
protracted and costly litigation concerning theoretical values,
the Debtors' exclusivity period should be terminated to allow the
Indenture Trustee to file its plan to test Scopac's alleged
values by the market.

The Indenture Trustee intends to offer into evidence the Di Mauro
Declaration at the September 14 hearing.

The Declaration contains certain financial information designated
by Scopac as confidential, Mr. Clement notes.  Thus, the
Indenture Trustee seek the Court's authority to file the Di Mauro
Declaration under seal pursuant to the Confidentiality Agreement
between Scopac and the Indenture Trustee.

Mr. Clement notes that the Confidentiality Agreement provides
that upon the filing of a motion to seal is filed, Scopac must,
within two business days, object to the public disclosure of the
subject information and request a hearing to argue that the
information should remain under seal.

Pursuant to the Confidentiality Agreement, if no objection or
request for hearing is filed by Scopac by September 13, the Di
Mauro Declaration will become public, Mr. Clement states.

                      About Pacific Lumber

Headquartered in Oakland, California, The Pacific Lumber Company
-- http://www.palco.com/-- and its subsidiaries operate in
several principal areas of the forest products industry,
including the growing and harvesting of redwood and Douglas-fir
timber, the milling of logs into lumber and the manufacture of
lumber into a variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.  John F. Higgins, Esq., and James Matthew
Vaughn, Esq., at Porter & Hedges LLP, is Scotia Pacific's co-
counsel.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on Sept. 18, 2007  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 26, http://bankrupt.com/newsstand/or  
215/945-7000).


PATRICIA PASCO: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Patricia Lynn Pasco
        aka Patricia Pasco Dooney
        2111 Franklin Street, Suite 5
        San Francisco, CA 94109

Bankruptcy Case No.: 07-31178

Chapter 11 Petition Date: September 12, 2007

Court: Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Marc Voisenat, Esq.
                  Law Offices of Marc Voisenat
                  1330 Broadway, Suite 1035
                  Oakland, CA 94612
                  Tel: (510) 272-9710

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor does not have any creditors who are not insiders.


PEADEN GRILL: Case Summary & 26 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Peaden Grill & Groccery, Inc.
             4206 N.C. 33 West
             Greenville, NC 27871

Bankruptcy Case No.: 07-03342

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Billy R. Peaden & Cindy G. Peaden          07-03342

Chapter 11 Petition Date: September 11, 2007

Court: Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtors' Counsel: John G. Rhyne, Esq.
                  Hinson & Rhyne, P.A.
                  P.O. Box 7479
                  Wilson, NC 27895-7479
                  Tel: (252) 291-1746

                                    Total Assets       Total Debts
                                    ------------       -----------
Peaden Grill & Groccery, Inc.       $54,997            $809,354

Billy R. Peaden & Cindy G. Peaden   $489,580           $1,205,721

A. Peaden Grill & Groccery, Inc's Six Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Red Star Oil Company           Creditor may claim        $475,000
Attn: Managing Agent           security interest,
802 Purser Drive, 401 South    but there is no
Raleigh, NC 27603              UCC-1 Financing
                               Agreement

U.S. Small Business            No collateral on          $140,000
Administration                 assets owned by
Attn: Managing Agent           this Debtor.
P.O. Box 740192                Collateral of Billy
Atlanta, GA 30374-0192         and Cindy PEaden
                               is pledged for this
                               obligation.
                               
                                                          $26,019

Stallings Brothers, Inc.       claim for gasoline        $112,000
c/o Andy W. Gay, Esq.          delivered
P.O. Box 10
Zebulon, NC 27597

Wachovia Bank                  Line of Credit             $25,000

Mid East Acceptance            1995 Catering               $7,000
Corporation                    Truck (manufacturer
                               is U.D.) 116,000
                               miles; value of
                               security: $4,000

Embarq/R.H. Donnelly           ads                         $1,335


B. Billy R. Peaden's & Cindy G. Peaden's 20 Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Red Star Oil Company, Inc.     All real estate;          $475,000
802 Purser Drive, 41 South     4212 N.C. 33
West                         
Raleigh, NC 27603              Greenville; 608
                               Holland Road,
                               Greenville; value
                               of security:
                               $478,000; value of
                               senior lien:
                               $519,673

Small Business Administation   4206 N.C. 33 Highway,     $332,122
North Carolina District        Greenvile where
Office                         Peaden #1 convenience
200 North College Street,      store is located;
Suite A2015                    value of security:
Charlotte, NC 28202-2173       $177,000

Stallings Brothers, Inc.       services provided         $108,236
c/o Andy W. Gay, Esq.
P.O. Box 10
Zebulon, NC 27597

Small Business Administation   Loan for Downeast          $26,000
                               Motor Speedway
                               (defunct)

L.A. Webb                      608 Holland Road           $18,000
                               ("Barnes Tract")
                               Greenville, NC
                               Vacant land; value
                               of security:
                               $17,000

First Citizens Bank & Trust    Line of credit             $15,728
Company

Wachovia Bank                  Line of Credit             $10,182

GreenCap Financial             1998 Ford Econoline         $9,869
                               and 1999 Chevy
                               Suburban; value of
                               security: $7,025

Southern Loans, Inc.           2002 Ford Expedition        $8,796
                               89,000 miles; value
                               of security: $8,000

American General Financial     1997 Dodge Ram;             $8,528
Services                       1990 Ford Truck;
                               value of security:
                               $6,025

Bank of America                                            $5,516

Equity One                     N.P.M.S.I.                  $4,196

Capital One                                                $2,761

Wachovia Bank                                              $2,000

C.C.H.C.                       medical                     $1,475

Time Financing Services        Unsecured loan                $991

First Citizens Bank & Trust    constant credit on            $964
Company                        checking account

Ecolab                         medical bill                  $750

Bank of America                                              $535

Wachovia Bank                  credit card                   $320


POLYONE CORP: Posts $5.4 Million Net Loss in Quarter Ended June 30
------------------------------------------------------------------
PolyOne Corporation reported a net loss of $5.4 million in the
three months ended June 30, 2007, a reversal of the $42.5 million
net income reported in the same period last year.

Second quarter 2007 earnings included $23.9 million of special
items, including $15.9 million associated with the divestment of
the Oxy Vinyls L.P. joint venture on July 6, 2007, and
$6.4 million in premium costs associated with the redemption of
$100.0 million of the company's 10.625 percent Senior Notes due
2010.  Adjusting for the above and other special items, the
company's operating income was $36.3 million compared to operating
income before special items of $62.6 million in the second quarter
of 2006.

Sales in the second quarter of 2007 reached $688.8 million, flat
compared to $686.4 million reported in the same period last year.

The year-over-year decline in second quarter 2007 earnings is
primarily attributable to:

  -- The July 6, 2007, strategic divestment of the OxyVinyls joint
     venture and the redemption of $100.0 million of the company's
     10.625% Senior Notes due in 2010, which in combination
     resulted in charges of $22.3 million;

  -- Lower income from the Resin and Intermediates joint ventures
     and the Vinyl Business segment;

  -- Non-recurring benefits to second quarter 2006 results that
     included one-time insurance, legal settlements and
     adjustments to related reserves of $8.4 million; and
  
  -- A reversal totaling $14.1 million of a deferred tax allowance
     associated with domestic earnings when compared to the second
     quarter of 2006.

A marked downward shift in residential building and construction
demand drove OxyVinyls earnings down $40.4 million, dropping from
$41.3 million for the first six months of 2006 to $900,000 for
same period in 2007.  On July 6, 2007, the company divested its
OxyVinyls equity interest for $261.0 million in cash.

"While the downturn in construction and residential housing
significantly affected our R&I joint ventures and Vinyl Business
in North America, we are encouraged by the operating performance
in our non-vinyl businesses," said Stephen D. Newlin, chairman,
president and chief executive officer.  "Second quarter operating
income for the four businesses that comprise the All Other
business segment improved 60.0%, led by increased gross margins
realized through specialization efforts.  Additionally, in the
second quarter, North American Color and Additives turned
profitable and our International Color and Engineered Materials
segment delivered double-digit sales and earnings growth."

For the second quarter of 2007, PolyOne reported operating income
of $12.4 million and gross margin of 12.3 percent, down from the
same period in 2006, primarily due to weakness in the chloro-vinyl
businesses.  

Newlin added, "Although much work remains in our transformation,
our strategies are delivering results earlier than anticipated.
Moreover, with the divestment of our interest in the OxyVinyls
joint venture, we have significantly reduced our exposure to the
building and construction end markets, eliminated a major source
of earnings volatility and reduced our debt.  We now have  
increased flexibility to explore new value-creating opportunities
for the company in support of our strategy."

At June 30, 2007, the company's consolidated balance sheet showed
$1.76 billion in total assets, $1.16 billion in total liabilities,
and $601.4 million in total stockholders' equity.

Fiull-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?2351

                       About PolyOne Corp.

Headquartered in northeast Ohio, PolyOne Corporation --
http://www.polyone.com/-- is a leading global provider of  
specialized polymer materials, services and solutions.  PolyOne
has operations in North America, Europe, Asia and Australia, and
joint ventures in North America and South America.

                        *     *     *

As reported in the Troubled Company Reporter on July 13, 2007,
Fitch Ratings upgraded PolyOne Corporation's Issuer Default Rating
to 'BB-' from 'B', Senior unsecured debt and debentures to 'BB-'
from 'B+/RR3', and rating outlook to stable.


QUANTA SERVICES: InfraSource Buy Cues Moody's to Up Rating to Ba3
-----------------------------------------------------------------
Moody's Investors Service upgraded Quanta Services, Inc. Corporate
Family Rating to Ba3 from B1 to reflect the acquisition of
Infrasource, reduced debt leverage, ample cash flow generation
relative to debt levels, and ongoing growth.  This rating action
concludes the review that began March 19, 2007.  The ratings
outlook is stable.

Moody's anticipates that the company's debt leverage as measured
by debt to EBITDA will decline below 2.5 times at the end of this
year and free cash flow to unadjusted debt will be in the mid
twenty percent range.

The ratings could be upgraded or the outlook changed to positive
if the company continues to manage its balance sheet in a
conservative manner and generates free cash flow to debt of over
15% on a sustainable basis.  Additionally, future acquisitions
would have to be financed conservatively and the company must have
access to surety bonding through various carriers such that the
loss of any one carrier would not force a significant loss of
business.  The company's revolver size and unused capacity would
also be considered in any future rating upgrades as this would
serve as a backstop to unlikely problems with surety bonding.

The ratings could be downgraded and/or the outlook changed to
negative if the company's leverage were to increase above 3 times,
or if its backlog were to decline meaningfully.  Additionally, a
significant decline in the company's access to surety bonding
could be a concern.

Headquartered in Houston, Texas, Quanta Services, Inc. provides
specialized contracting services, offering end-to-end network
solutions to the electric power, gas, telecommunications, and
cable television industries.  Revenues for the trailing twelve
months ended June 30, 2007 were approximately $2.3 billion.


REDDY ICE: Earns $20.25 Million from Clod Storage Business Sale
---------------------------------------------------------------
Reddy Ice Holdings Inc. has completed the divestiture of its
bottled water business and substantially all of its cold storage
business for total gross proceeds of $20.25 million.

The businesses disposed of generated revenue of approximately $9
million and Adjusted EBITDA of $1.6 million for the twelve months
ended June 30, 2007.
    
"These businesses were sold at attractive valuations and the
successful completion of the transactions represent a continuation
of our strategy to focus on the growth of our core ice business,"
Jimmy C. Weaver, chief executive officer, commented.  "We would
like to thank the employees of those operations for their years of
hard work and wish them future success."
    
The company's existing senior credit agreement requires that the
net proceeds from the sale of the company's non-ice businesses
will be used either to repay term borrowings under the credit
facility or to make acquisitions and/or capital expenditures
within twelve months of the receipt of such proceeds.

The company is reviewing its options with regards to the use of
the net proceeds.  Milkie Ferguson Investments Inc. acted as the
company's financial advisor on the sale of the non-ice businesses.
    
To date in the third quarter of 2007, the company has completed
three additional acquisitions for an aggregate purchase price of
approximately $2.8 million.  Annual revenues associated with these
acquisitions are approximately $2.1 million and Adjusted EBITDA of
$0.7 million.
    
                         About Reddy Ice
    
Headquartered in Dallas, Texas, Reddy Ice Holdings Inc. (NYSE:
FRZ) -- http://www.reddyice.com/-- and its subsidiaries  
manufacture and distribute packaged ice in the U.S. serving about
82,000 customer locations in 31 states and the District of
Columbia under the Reddy Ice brand name.  Typical end markets
include supermarkets, mass merchants, and convenience stores.  

                          *     *     *

As reported in the Troubled Company Reporter on July 5, 2007,
Moody's Investors Service placed these ratings under review for
possible downgrade: (i) corporate family rating, rated B1;
(ii) PDR, rated B1; and (iii) $151MM, 10.5% Sr. Disc. Notes due
2012, rated B3 (LGD5, 89%).


REGENCY GAS: Good Credit Implications Cue S&P to Lift Rating
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Regency Gas Services LP to 'BB-' from 'B+'.  At the same
time, S&P affirmed the 'B' rating on Regency Energy Partners LP's
senior unsecured notes maturing in 2013, and withdrew the 'BB'
rating on Regency Gas' $250 million senior secured credit
facility.  

In addition, all of the ratings were removed from CreditWatch with
positive implications, where they were placed on July 24, 2007.  
The outlook is stable.
     
The rating actions reflect the favorable credit implications S&P
expects from ownership by GE Energy Financial Services and the
deleveraging effect of the company's equity issuance in July.  The
rating on the unsecured notes remains the same, due to the double
notching effect of the upsized senior secured revolving credit
facility (unrated).
     
The ratings on Regency reflect a weak business risk profile and
aggressive financial risk profile.  Regency Gas Services LP is the
operating subsidiary of Regency Energy Partners, a master limited
partnership engaged in the gathering, processing, marketing, and
transmission of natural gas and natural gas liquids in northern
Louisiana, Texas, and the Midcontinent region.
      
"The stable outlook on Regency reflects a stronger financial
profile, combined with the influence of owner GE Energy Financial
Services, somewhat offset by the uncertainty associated with
possible future drop-down strategies," noted Standard & Poor's
credit analyst Plana Lee.  Further upward ratings movement is
possible through stronger cash flow performance, prudently
financed acquisitions of predominantly fee-based assets, and
ongoing implementation of the company's hedging program.
      
"Conversely, ratings could be lowered due to lower-than-expected
cash flows due to disappointing volumes and commodity price
sensitivity, or aggressively financed acquisitions that detract
from credit protection measures," she continued.


RESPONSE BIOMEDICAL: Names S. Wayne Kay as Chief Exec. Officer
--------------------------------------------------------------
Response Biomedical Corporation has appointed S. Wayne Kay as
chief executive officer.  Mr. Kay was also appointed to the
company's board of directors.
    
Mr. Kay is a former president, CEO and director of Quidel
Corporation, a company in the discovery, development,
manufacturing and marketing of rapid diagnostic solutions at the
point-of-care in infectious diseases and reproductive health.

During his tenure he designed and managed a strategy responsible
for building and sustaining unprecedented market leadership of
rapid influenza testing.  He was also responsible for improving
the financial performance of the company during his tenure.

Since leaving Quidel in 2004, Mr. Kay served as an executive
advisor to the management and boards of several early stage
companies, mainly in the San Francisco and San Diego areas.  He
also served as an executive advisor to blue-chip healthcare/life
sciences venture capital funds, Kleiner Perkins Caufield and
Byers.
    
"We are very excited to have attracted such an experienced, proven
executive to lead Response Biomedical," Dr. Richard Bastiani,
chairman, said.  "Wayne has a wealth of experience in the
diagnostics industry, and particularly in POC, and has a proven
acumen for building strong teams and executing on strategy.  He
led Quidel through a strong expansion phase in their history and
his many years experience will be invaluable to lead the company,
as we begin our expected rapid growth phase."
    
"I am very pleased to be joining Response Biomedical at this
exciting time in the evolution of the company," Mr. Kay said.
"With partnerships in place with Shionogi & Co. Ltd. and 3M
Company, we are poised for strong growth.  I look forward to
leading the execution of our cardiovascular partnering strategy,
as well as the scale-up in manufacturing, the launch of the new
RAMP(R) Reader and the regulatory approval of three products, all
anticipated in the next few quarters. These are the building
blocks which I believe will significantly enhance shareholder
value."
    
"On behalf of the Board of Directors, I'd also like to take this
opportunity to thank Bill Radvak for his many years of
dedicated service to the company," Dr. Bastiani continued.
    
As part of Mr. Kay's compensation package, he has been granted
options to acquire 1,500,000 common shares of the Company, subject
to vesting requirements.  The options are exercisable at a price
of $1.07 per common share.
    
                    About Response Biomedical
    
Based in Burnaby, British Columbia, Response Biomedical Corp.
(TSX-V: RBM) -- http://www.responsebio.com/-- develops,  
manufactures and markets rapid on- site RAMP tests for medical and
environmental applications providing reliable information in
minutes, anywhere, every time.  RAMP represents a new class of
diagnostic, with the potential to be adapted to more than 250
medical and non- medical tests currently performed in
laboratories.  The RAMP System consists of a portable fluorescent
Reader and single-use, disposable Test Cartridges. RAMP tests are
commercially available for the early detection of heart attack,
environmental detection of West Nile virus, and biodefense
applications including the rapid on-site detection of anthrax,
smallpox, ricin and botulinum toxin.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 10, 2007,
Ernst & Young LLP, in Vancouver, B.C., raised substantial doubt
about Response Biomedical Corp.'s ability to continue as a going
concern after auditing the company's financial statements for the
years ended Dec. 31, 2006, and 2005.  The auditor pointed to the
company's inability to generate sufficient cash flows, significant
losses to date, and dependence on series of debt and equity
financings to continue its operations.

The company posted a net loss of $53,592,082 on revenues of
$4,420,058 for the year ended Dec. 31, 2006, as compared with a
net loss of $44,263,915 on revenues of $3,489,680 in the prior
year.


SANDY CREEK: S&P Rates $1 Billion Sr. Credit Facilities at BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its final 'BB-' rating
and '2' recovery rating to Sandy Creek Energy Associates L.P.'s
(SCEA) $1 billion first-lien senior secured credit facilities.  
The '2' rating indicates substantial recovery (70% to 90%) of
principal in a default scenario.  The preliminary ratings were
assigned on Aug. 14, 2007.

Sandy Creek Holdings LLC's $200 million senior secured term loan
is unrated.
     
Loan proceeds will be used to build the Sandy Creek Energy
Station, a nominal 900 MW coal-fired power generation plant in
Riesel, Texas.  The unit will dispatch into the Electric
Reliability Council of Texas (ERCOT)-North subregion of the ERCOT
interconnect.  The outlook is stable.
     
SCEA, a Delaware limited partnership, is the special-purpose,
bankruptcy-remote operating entity formed to build, finance, own,
and operate the plant.  LS Power Group and Dynegy Inc. jointly own
the partnership through their affiliates.


SEA CONTAINERS: Wants Exclusive Period Extended to December 21
--------------------------------------------------------------
Sea Containers Ltd. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to further extend
their exclusive periods to file a Chapter 11 plan through and
including Dec. 21, 2007, and to solicit acceptances of that plan
through and including Feb. 19, 2007.

While the Debtors have made tremendous progress on many fronts in
their efforts to reorganize and maximize their estates for the
benefit of creditors, there remain certain outstanding issues
which currently prevent them -- or any party for that matter --
from filing a confirmable Chapter 11 plan, Sean T. Greecher,
Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington,
Delaware, explains.

These issues include: (1) obtaining and analyzing information
from the discovery process necessary to value the Debtors'
interests in GE SeaCo SRL, (2) gaining better clarity on the
validity of GE SeaCo's and GE Capital Corporation's significant
claims against the estates, including determining whether to
estimate the claims in the Bankruptcy Court pending an
arbitrator's decision, and (3) reaching a global settlement among
the Debtors, Official Committees of Unsecured Creditors of Sea
Containers Ltd. and Sea Container Services Ltd. regarding various
intercompany issues and pension and other claims asserted against
SCL and SCSL.

In addition, Mr. Greecher says, the Debtors are undertaking
discovery in connection with, and preparing for, the change of
control arbitration with GE Capital, scheduled to begin in mid-
October.  While the Debtors actively are considering plan
alternatives that do not hinge on the outcome of the change
of control arbitration, for various reasons, the arbitrator's
decision may ultimately "guide the process for confirming a
chapter 11 plan in these cases and inform the terms of such
plan," he adds.

"Any plan filed without a resolution of these key issues could
suffer such defects as to be patently unconfirmable.  Moreover,
such a plan would result in needless distraction from the
formulation of a confirmable chapter 11 plan," Mr. Greecher
asserts.

The Debtors submit that their progress in their Chapter 11 cases
coupled with the many restructuring task yet to be completed and
contingencies yet to be resolved, amply justify the requested
extension.

The Court will convene a hearing on September 27, 2007, to
consider the Debtors' request.

                      About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers Ltd.
disclosed total assets of $62,400,718 and total liabilities of
$1,545,384,083.

The Court extended the Debtors' exclusive period to file a Plan
of Reorganization to Sept. 28, 2007.  (Sea Containers Bankruptcy
News, Issue No. 26; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SECURITIZED ASSET: Fitch Places BB+ Rating on Negative Watch
------------------------------------------------------------
Fitch Ratings has taken these rating actions Securitized Asset
Backed Receivables, LLC 2005-FR1:

   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A';
   -- Class M-3 affirmed at 'A-';
   -- Class B-1 rated 'BBB+', placed on Rating Watch Negative;
   -- Class B-2 rated 'BBB', placed on Rating Watch Negative;
   -- Class B-3 rated 'BBB-', placed on Rating Watch Negative;
   -- Class B-4 rated 'BB+', placed on Rating Watch Negative;

The collateral on the transactions consist of 30 year fixed-rate
and adjustable-rate mortgage loans secured by first- and second-
lien deeds of trust on residential properties, all extended to
subprime borrowers.  All of the mortgage loans were originated or
acquired by Fremont Investment and Loan.  The loans are being
serviced by Saxon Mortgage Services, Inc. (rated 'RPS2+' by
Fitch).

This transaction was placed on 'Under Analysis' on Aug. 21, 2007.
The affirmations affect approximately $134.2 million in
outstanding certificates.  Approximately $14.5 million in
outstanding certificates are placed on Rating Watch Negative
pending Fitch's receipt of additional performance information that
could impact the assigned ratings.  Fitch has determined that this
pending information would have an inconsequential impact on the
certificates that were affirmed. Once this information is
received, Fitch will proceed with an analysis of the certificates
placed on Rating Watch Negative utilizing its current subprime
methodology.


SENTINEL MANAGEMENT: Trustee Wants Jenner & Block as Counsels
-------------------------------------------------------------
Frederick Grede, Chapter 11 trustee for Sentinel Management Group,
Inc.'s bankruptcy estate, asks the U.S. Bankruptcy Court for the
Northern District of Illinois for permission to retain Jenner &
Block, L.L.P. as his counsel.

As counsel, Jenner & Block, L.L.P. will assist the Trustee in all
matters concerning the administration of the Debtor's estate.

The Trustee tells the Court that the firm's professionals
currently bill:

  Designation                       Hourly Rates
  -----------                       ------------
  Partners                          $450 - $900
  Associates                        $275 - $425
  Paralegals                        $180 - $235
  Project Assistants                $125 - $135

Vincent E. Lazar, Esq., a partner in the firm, assures the Court
that the firm does not hold any interests adverse to the Debtor's
estate and is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

Mr. Lazar can be contacted at:

   Vincent E. Lazar, Esq.
   330 North Wabash Avenue
   Chicago, IL 60611-7603
   Tel: (312) 222-9350
   Fax: (312) 527-0484

              About Sentinel Management Group, Inc.

Based in Northbrook, Illinois, Sentinel Management Group Inc.--
http://www.sentinelmgi.com/--is a full service firm offering a
variety of security solutions.  The company filed a chapter 11
petition on August 17, 2007 (Bankr. N.D. Ill. Case No. 07-14987).
The Debtor selected Ronald Barliant, Esq., at Goldberg, Kohn, Bell
& Black Rosenbloom & Moritz, Ltd. as its counsel.  When the Debtor
sought bankruptcy protection, it listed assets and debts of more
than $100 million.


SENTINEL MANAGEMENT: Gets Dec. 17 Extension to File Plan
--------------------------------------------------------
Sentinel Management Group Inc.'s exclusive period to file a
plan has been extended by the U.S. Bankruptcy Court for the
Northern District of Illinois until Dec. 17, 2007.

Until after that date, other parties are barred from filing any
plan.

Separately, Frederick Grede, Sentinel's Chapter 11 Trustee, is
beginning the process of selling off a set of six Skyline Suite
tickets to Bears games, with a total face value of about $50,000,
Ann Saphir of Chicago Business reports.

Charles Mosley, a former executive, opposed the sale.  He asserted
he owns the tickets and asked Sentinel to return them.

At a hearing held Wednesday, Mr. Mosley agreed to take two of the
tickets and turn the other four over to Sentinel, which will
auction them off on eBay’s StubHub, the source says, citing a
Court's order on the matter.

Earlier, Henry Shatkin, a Chicago resident who had an account at
Sentinel, sued Bank of New York Mellon Corp. (BK) alleging the
bank failed in its duties as custodian of Sentinel's client
assets, Chad Bray of Dow Jones Newswires relates.

According to Dow Jones, the lawsuit alleges that Sentinel, with
the assistance or acquiescence of Bank of New York Mellon,
employed a "covert and undisclosed leveraging program under which
client assets were used as security for huge loans obtained by
Sentinel" beginning in 2004.

Last month, Dow Jones adds, the Securities and Exchange Commission
charged Sentinel with mixing hundreds of millions of dollars of
client assets with its own accounts without clients' knowledge,
some of which were used as collateral for a $321 million credit
line.

The Debtor's Trustee recently sought Court permission to subpoena
the Bank of New York for its records on Sentinel.

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/--  is a full service firm offering a
variety of security solutions.  The company filed a chapter 11
petition on August 17, 2007 (Bankr. N.D. Ill. Case No. 07-14987).
Ronald Barliant, Esq., Randall Klein, Esq., and Kathryn A.
Pamenter, Esq., at Goldberg, Kohn, Bell & Black Rosenbloom &
Moritz, Ltd. represent the Debtor.  In August 2007, the Court
approved Frederick Grede as the Debtor's Chapter 11 Trustee.  Mr.
Grede selected Catherine L. Steege, Esq., Christine L. Childers,
Esq., and Vincent E. Lazar, Esq., at Jenner & Block LLP as his
counsels.  When the Debtor sought bankruptcy protection, it listed
assets and debts of more than $100 million.


SHERWOOD III: Moody's Cuts Rating on $7 Mil. Class C Notes to Ba3
-----------------------------------------------------------------
Moody's Investors Service has downgraded these notes issued by
Sherwood III ABS CDO, Ltd.

   * Class Description: $24,000,000 Class B Mezzanine Secured
     Deferrable Interest Floating Rate Notes Due 2047

     -- Prior Rating: Baa2, on review for possible downgrade
     -- Current Rating: Baa3

   * Class Description: $7,000,000 Class C Mezzanine Secured
     Deferrable Interest Floating Rate Notes Due 2047

     -- Prior Rating: Ba2, on review for possible downgrade
     -- Current Rating: Ba3

Moody's Investors Service also placed these notes issued by
Sherwood III ABS CDO, Ltd. on review for possible downgrade:

   * Class Description: $59,000,000 Class A1J Senior Secured
     Floating Rate Notes Due 2047

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

   * Class Description: $51,000,000 Class A2 Senior Secured
     Floating Rate Notes Due 2047

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

   * Class Description: $18,000,000 Class A3 Secured
     Deferrable Interest Floating Rate Notes Due 2047

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

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


SINCLAIR BROADCAST: Paying $0.15/Share Dividend on October 12
-------------------------------------------------------------
Sinclair Broadcast Group Inc.'s board of directors has declared a
quarterly cash dividend of $0.15 per share on the company's Class
A and Class B common stock.  The dividends are payable on Oct. 12,
2007, to the holders of record at the close of business on Oct. 1,
2007.

The common stock will trade ex-dividend on Sept. 27, 2007.
    
Headquartered in Baltimore, Maryland, Sinclair Broadcast Group
Inc. (Nasdaq: SBGI)-- http://www.sbgi.net/-- is a diversified
television broadcasting company that owns and operates programs or
provides sales services to 58 television stations in
36 markets.  Sinclair's television group is affiliated with all
major networks and reaches approximately 22% of all U.S.
television households.

                         *     *     *

As reported in the Troubled Company Reporter on July 16, 2007,
Moody's Investors Service upgraded Sinclair Broadcast Group's
4.875% convertible subordinated notes to B1 from B2 and its
subsidiary, Sinclair Television Group Inc.'s 8% Senior
Subordinated Notes to Ba3 from B1.


SPHERIS INC: Secures $95 Million Senior Credit Facilities
---------------------------------------------------------
Cratos Capital Partners, LLC and Ableco Finance, LLC have arranged
a $95 million senior credit facility for Spheris, Inc., a
portfolio company of Warburg Pincus, LLC and TowerBrook Partners,
L.P.  Cratos served as the Administrative Agent while Ableco
served as the Documentation Agent.

The $95 million senior secured credit facilities consist of a
$25 million revolving line of credit and a $70 million term loan.  
Proceeds under the facilities were used to refinance existing
senior debt and for ongoing working capital needs.

"Cratos Capital and Ableco structured a credit facility that was
both flexible and accommodating and that remained very consistent
throughout the underwriting and closing process," Brian Callahan,
Chief Financial Officer of Spheris, said.  "Further, we believe we
have partnered with two lenders that will be supportive of the
growth initiatives of Spheris."

                    About Cratos Capital

Headquartered in Alpharetta, Georgia, Cratos Capital Partners LLC
-- http://www.cratoscapital.com/-- is a commercial finance  
company that provides tailored senior and junior debt solutions to
middle market companies on a national basis.

                    About Ableco Finance

Ableco Finance LLC is a specialty finance company, formed by the
management of New York City-based Cerberus Capital Management,
L.P. -- http://www.cerberuscapital.com/-- that invests in  
leveraged buyouts and leveraged "roll-ups," bridge loans,
recapitalizations, refinancing, debt restructurings, acquisitions
and Chapter 11 reorganizations, including debtor-in-possession and
exit financing.

                         About Spheris

Headquartered in Franklin, Tennessee, Spheris Inc. --
http://www.spheris.com/-- is an outsource provider of clinical  
documentation technology and services to health systems, hospitals
and group medical practices throughout the U.S.  Spheris offers a
highly advanced, Web-based technology platform, available as an
independent solution to support in-house departments or blended
with Spheris' outsource services.  Spheris employs approximately
5,500 skilled medical language specialists supporting the
company's clients through a secure network.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 11, 2007,
Moody's Investors Service revised Spheris Inc.'s rating outlook to
stable from negative.  Concurrently, Moody's affirmed the B3
Corporate Family Rating and B3 Probability of Default rating.

As reported in the Troubled Company Reporter on Sept. 7, 2007,
Standard & Poor's Rating Services revised its outlook on
'B-'-rated medical transcription provider Spheris Inc. to stable
from negative.


STATIC RESIDENTIAL: Moody's Cuts Rating on Class D Notes to Ba3
---------------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade and downgraded these notes issued by Static Residential
CDO 2006-B, Ltd.:

   * Class Description: $145,000,000 Class A-1(b) Floating
     Rate Notes, due 2037

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

   * Class Description: $110,000,000 Class A-2 Floating Rate
     Notes, due 2037

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

   * Class Description: $80,000,000 Class B-1 Floating Rate
     Notes, due 2037

     -- Prior Rating: Aa1
     -- Current Rating: Aa1, on review for possible downgrade

   * Class Description: $35,000,000 Class B-2 Deferrable
     Interest Floating Rate Notes, due 2037

     -- Prior Rating: Aa3
     -- Current Rating: Aa3, on review for possible downgrade

   * Class Description: $40,000,000 Class C Deferrable
     Interest Floating Rate Notes, due 2037

     -- Prior Rating: A3, on review for possible downgrade
     -- Current Rating: Ba1

   * Class Description: $40,000,000 Class D Deferrable
     Interest Floating Rate Notes, due 2037

     -- Prior Rating: Baa3, on review for possible downgrade
     -- Current Rating: Ba3

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


SUN MICROSYSTEMS: Inks Deal to Acquire Majority of Cluster File
---------------------------------------------------------------
Sun Microsystems Inc. has executed a definitive agreement pursuant
to which Sun will acquire the majority of Cluster File Systems
Inc.'s intellectual property and business assets, including the
Lustre File System.

By acquiring Cluster File Systems Inc., Sun intends to add support
for the Solaris (TM) Operating System on Lustre and plans to
continue enhancing Lustre on Linux and Solaris OS across multi
vendor hardware platforms.

Sun also plans to deliver Lustre servers on top of Sun's open
source Solaris ZFS solution, which is one of the growing storage
virtualization technologies in the marketplace.

The agreement further extends Sun's momentum in open source and
Solaris and complements the company's current direction to provide
the industry's most complete end-to-end High Performance Computing
storage solution.

"This acquisition, coupled with the recent statement of the Sun
Constellation System, the most open petascale capable HPC
architecture in the industry, shows our long-term commitment to
the open source community and leadership in HPC," John Fowler,
executive vice president, Systems Group, Sun Microsystems Inc.,
said.  "Adding the Lustre technology to our already broad and
innovative product line-up will strengthen our portfolio and
enable Sun and our partners to offer customers an even more
complete and open HPC solution."

"Lustre provides network centric scalability for storage that is
well matched with the complete and open Sun Constellation System
architecture for petascale levels of performance," says Peter
Braam, CEO, Cluster File System Inc.  "This is a clean and
extremely scalable approach to provide high bandwidth and low
latency access to large amounts of data for HPC applications."

"Our team is tremendously excited about joining Sun and furthering
the mission of extreme scale computing," Mr. Braam added.  "We
have already worked together to deliver several large clusters,
for example the fastest supercomputer in Asia at Tokyo Tech and
we're now in the process of installing a 500+ TeraFlop and 1.7
PetaByte cluster at Texas Advanced Computing Center."

The transaction is subject to customary closing conditions and is
expected to be completed in the beginning of Sun's second fiscal
quarter, beginning Oct. 1, 2007.  The terms of the deal were not
disclosed as the transaction is immaterial to Sun's earnings per
share.

                About Cluster File Systems Inc.

Headquartered in Boulder, Colorado, Cluster File Systems Inc. --
http://www.clusterfs.com/-- is into high-performance, scalable  
cluster file system technology.  Experience, insights, and
engineering have enabled CFS to surpass the scalability limits of
modern computing.  The company's Lustre File System powers
clusters with ten of thousands of nodes and petabytes of data,
delivering parallel I/O and metadata throughput on many of the
Linux-based supercomputers.  CFS provides technical support,
training, and engineering services, and is actively working with
storage and cluster vendors to develop the next generation of
intelligent storage devices.  The Lustre File System for Linux is
open source software developed and maintained by CFS.

                  About Sun Microsystems Inc.

Headquartered in Santa Clara, California, Sun Microsystems Inc.
(NASDAQ: SUNW) -- http://www.sun.com/-- provides network      
computing infrastructure solutions that include computer systems,
data management, support services and client solutions and
educational services.  It sells networking solutions, including
products and services, in most major markets worldwide through a
combination of direct and indirect channels.

Sun Microsystems conducts business in 100 countries around the
globe, including Latin America: Chile, Colombia, Brazil,
Argentina, Mexico and Venezuela.

                         *     *     *

Sun Microsystems Inc. carries Moody's "Ba1" probability of default
and long-term corporate family ratings with a stable outlook.  The
ratings were placed on Sept. 22, 2006, and Sept. 22, 2005,
respectively.

Sun Microsystems also carries Standard & Poor's "BB+" long-term
foreign and local issuer credit ratings, which were placed on
March 5, 2004, with a stable outlook.


TCO FUNDING: Moody's Affirms Ba3 Ratings on $264 Million Loans
--------------------------------------------------------------
Moody's affirmed the B2 corporate family rating for TCO Funding
Corp. and the Ba3 ratings on its $40 million revolving credit
facility due 2010 and $224 million first lien term loan due 2012.
The ratings outlook was changed to positive from stable prompted
primarily by the company's recently announced prospective IPO
offering.  Tensar plans to use the proceeds of the IPO to reduce
the company's leverage.

Tensar expects to sell approximately $175 million of common stock
with primary and secondary offerings amounting to $150 million and
$25 million, respectively.  The proceeds from the primary offering
are anticipated to be used to pay down debt.  Upon the successful
completion of the IPO, the company is expected to reduce its
projected Sept. 30, 2007 debt leverage (debt to EBITDA) by
approximately two turns to 4 times.  Post the successful
completion of the IPO and reduction in debt levels, the company
will be strongly positioned in the B2 ratings category.

These rating/assessments were affirmed/revised:

   -- $40 million revolving credit facility, due 2010, affirmed at
      Ba3 (LGD2 -- 28%), previously Ba3 (LGD2-29%);

   -- $224 million first lien term loan, due 2012, affirmed at Ba3
      (LGD2 -- 28%), previously Ba3 (LGD2-29%);

   -- Corporate family rating, affirmed at B2;

   -- Probability of Default, affirmed at B2;

   -- Outlook changed to positive from stable.

Moody's notes that because of potential changes in the company's
capital structure, there is a possibility that the Ba3 ratings on
the company's first lien facilities could be lowered if there is a
reduction in the debt cushion resulting from a paydown of junior
capital.

Key rating factors supporting the change in the outlook to
positive include:

     (i) anticipation that the IPO proceeds will significantly   
         reduce the company's debt burden and improve the
         company's balance sheet;

    (ii) the expectation that there will continue to be strong
         demand for the company's products; and

   (iii) Tensar's patents and processes combined with the
         company's geographically diverse distribution network
         create meaningful barriers to entry.

The ratings could be upgraded if:

    (i) the company's free cash flow to debt increases to above 8%
        on a sustainable basis;

   (ii) leverage would improve to and be anticipated to remain
        below 4 times; and

  (iii) Moody's anticipates the company to manage its balance
        sheet in a conservative manner.

The key rating factors pressuring Tensar's rating include:

    (i) the company's low free cash flow generation relative to
        debt levels, as the ratio is expected to remain below 8%
        for 2007;

   (ii) the likelihood that the company may stimulate its growth
        through debt financed acquisitions thus creating a level
        of uncertainty in the company capital structure; and

  (iii) the high level of customer concentration - top ten
        distributors of its products represented 49% of the
        company's 2006 sales with the number 1 customer -- Contech
        Construction Products -- represented over 15% of sales for
        the same time period.

The positive rating outlook would likely be changed back to stable
if the company fails to execute on the contemplated IPO, thereby
maintaining its current capital structure and high leverage.  The
ratings could be lowered if:

    (i) the company were to make a significant debt financed
        acquisition without a corresponding EBITDA and cash flow
        contribution;

   (ii) leverage was projected to increase and remain above
        6 times;

  (iii) the company's margins were to decline by over 150 basis
        points due to increased competition or an inability to
        pass on raw material price increases; and/or

   (iv) if the company loses market share, particularly from its
        top 3 clients.

Headquartered in Atlanta, Georgia, Tensar offers an integrated
suite of products and services that provide soil stabilization,
earth retention, foundation support, and erosion and sediment
control.  Revenues for the trailing twelve month period ended
June 30, 2007 were $216 million.


TRACY ARNOLD: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Tracy Yvette Arnold
        6103 Erika Place
        Glenn Dale, MD 20769

Bankruptcy Case No.: 07-18755

Chapter 11 Petition Date: September 12, 2007

Court: District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: Laura J. Margulies, Esq.
                  Laura Margulies & Associates, LLC
                  6205 Executive Boulevard
                  Rockville, MD 20852
                  Tel: (301) 816-1600
                  Fax: (301) 816-1611

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 17 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
NASA FCU                                     $28,647
P.O. Box 3100
Merrifield, VA 22119

HEW Fed. CU                                  $24,511
200 Independence Avenue
Washington, DC 20201

SECU                                         $20,187
8503 LaSalle Road
Baltimore, MD 21204

WFS Financial                                $14,041
                                            Secured:
                                             $35,000

Ninety Five Office Park, LLC                 $12,743

SZABO                                        $10,054

Signal                                        $9,500

Capital One                                   $2,453

780 WAVA 105.1                                $2,976

ADT Security Systems, Inc.                    $2,274

Staples                                       $2,347

Horizon Power & Light                         $2,320

Glenn Dale Greens HOA Inc.                      $480

American Home Mortgage                          $100

Home Loan Services                              $100

New Century Mortgage                            $100

Chase Manhattan Mortgage Corp.                  $100


TRICHE HAULING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Triche Hauling & Materials Co., L.L.C.
        256 Ideal Street
        Paincourtville, LA 70391

Bankruptcy Case No.: 07-11713

Chapter 11 Petition Date: September 11, 2007

Court: Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Debtor's Counsel: Thomas E. Schafer, III, Esq.
                  328 Lafayette Street
                  New Orleans, LA 70130
                  Tel: (504) 522-0203
                  Fax: (504) 523-2795

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
First American Bank            accounts                  $444,600
P.O. Box 550                   receivable, 2002
Vacherie, LA 70090             Kenworth tractor
                               and 2000 Travis
                               trailer; value of
                               security:
                               $104,000

Martin Marietta Materials                                 $39,680
P.O. Box 75328
Charlotte, NC 28275

Capital One                                               $29,150
P.O. Box 4539
Houston, TX 77210

Southland International                                   $15,581

Southern Tire                                             $12,240

Kenworth of South Louisiana                               $10,941

Plaquemine Truck Stop                                     $10,394

Chase Bank Credit Card                                     $7,637

Vulcan                                                     $6,538

Louisiana Department of                                    $6,025
Revenue

L.B. Landry Trucking                                       $5,000

St. Mary Parish Tax Collector                              $4,965

Bennett & Bennett                                          $4,544
Association

Arable's Trucking Services,                                $3,776
L.L.C.

Theriot's Dozer Service,                                   $3,760
L.L.C.

Port City Tarpaulin & Supply                               $3,718

Louisiana Machinery                                        $3,113

Klein Enterprises, L.L.C.                                  $2,500

Fleet Pride                                                $2,492

Louisiana Department of                                    $2,277
Public Safety


TUPPERWARE BRANDS: S&P Affirms BB Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its bank loan and
recovery ratings to Orlando, Florida-based Tupperware Brands
Corp.'s proposed $750 million senior secured credit facilities.  
The facilities were rated 'BBB-', with a recovery rating of '1',
indicating S&P's expectation of very high (90%-100%) recovery in
the event of a payment default.  The ratings are based on
preliminary terms and are subject to review upon final
documentation.
     
Also, Standard & Poor's affirmed its 'BB' corporate credit rating
on the company.  The outlook is stable.
     
Net proceeds from the bank facilities will primarily be used to
refinance existing debt and for general corporate purposes.  The
total bank facilities will consist of a $200 million senior
secured revolving credit facility maturing in 2012 ($50 million
expected to be drawn at the close of the transaction) and a $550
million senior secured term loan A, also maturing in
2012.
     
"We don't expect total outstanding debt to materially increase
following the transaction," said Standard & Poor's credit analyst
Christopher Johnson.
     
For the complete recovery analysis on Tupperware Brands' proposed
$750 million financing, see Standard & Poor's recovery report, to
be published on RatingsDirect immediately following the release of
this report.
     
The ratings on Tupperware reflect the risks of direct-sales
distribution and the company's participation in the highly
competitive cosmetics industry.  These factors are somewhat
mitigated by Tupperware's well-known brand name and premium
product position within the mature molded-plastic storage
category, and improved product and geographic diversity as a
result of the December 2005 acquisition of the direct-selling
business of Sara Lee Corp.


US ONCOLOGY: Revenue Pressure Cues Moody's to Cut Rating to B2
--------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of US Oncology Holdings, Inc. to B2 from B1 and is maintaining a
negative ratings outlook.  Holdings is the parent company of US
Oncology, Inc.  The downgrade reflects pressure on revenue growth
and the decline in EBITDA over the last 12 months resulting from a
combination of a program to reduce management service fees as
affiliated practices share in the profitability of the company's
pharmaceutical services segment and the discontinuation of
Medicare coverage of the use of Erythropoiesis Stimulating Agents
("ESA") in anemia of cancer patients.  These recent developments
have resulted in weaker credit metrics, notably very high
financial leverage approaching 7 times on an adjusted basis, that
no longer support the B1 Corporate Family Rating.  Further, while
acknowledging the available cash balance of approximately
$130 million at June 30, 2007, Moody's believes the declining
operating results and the scheduled step down in the required
levels of financial covenants have weakened the company's
liquidity position.

Moody's expects further deterioration of operating results from
additional limitations on Medicare reimbursement for the use of
ESAs in cancer care in accordance with the National Coverage
Decision ("NCD") effective July 30, 2007.  The NCD that is
expected to significantly reduce Medicare reimbursement of ESAs in
the treatment of anemia in cancer patients receiving chemotherapy.
This reimbursement change is expected to result in a considerable
reduction of the company's revenue, net income and cash flow in
future periods.  The company disclosed that ESA administration
accounted for approximately $84 million and $34 million of revenue
and operating income, respectively, in the six months ended
June 30, 2007.

The negative rating outlook reflects limited tolerance for
negative deviations from expectations. For example, Moody's could
further downgrade the rating if financial leverage were to
increase meaningfully (i.e., if debt to EBITDA increased one half
turn).  Further, Moody's believes the expected deterioration of
operating results and weakening credit metrics may require the
company to revise certain requirements or elect certain options
related to existing debt instruments.  Moody's understands that
the reduced operating results and the scheduled step down of
required financial covenant levels in the company's senior secured
credit facility may make it difficult for the company to remain in
compliance and could necessitate an amendment of the facility in
the very near term.  Should US Oncology not obtain the amendment
as expected, some comfort can be derived from the level of the
company's unrestricted cash balance.

Moody's also believes the company may exercise the PIK toggle on
Holdings' unsecured notes following the cash payment of interest
due in September.  While this strengthens the short term liquidity
position of US Oncology, Moody's would view the election as a
negative development as it merely defers the required repayment of
debt and increases the overall cost of the company's debt.  
Moody's notes that the accretion of PIK interest on Holdings'
notes will not affect the company's compliance with financial
covenants associated with the senior secured facilities as the
definition of leverage under the covenant calculations excludes
the debt of Holdings.

The B2 Corporate Family Rating considers US Oncology's significant
scale and diversity and its unique position in the cancer care
market.  The company also continues to diversify its sources of
revenue through the extension of product offerings without
deviating from its core focus on providing cancer care.  The most
significant example of this is the company's "in-sourcing" of the
pharmaceutical distribution function during 2005.  The ratings
also reflect US Oncology's leading market position in providing
services to physicians treating patients with cancer, senior
management's tenor and experience in the oncology marketplace, the
company's conservative approach to expansion and the expectation
that the company will continue to add physicians to its network,
which should help offset the loss of revenue from reimbursement
changes.

These ratings have been downgraded:

     US Oncology Holdings, Inc.:

        -- Corporate Family Rating, to B2 from B1

        -- Probability of Default Rating, to B2 from B1

        -- Senior unsecured PIK toggle notes due 2012, to Caa1
           (LGD6, 91%) from B3 (LGD6, 91%)

     US Oncology, Inc.:

        -- Senior secured revolving credit facility, to Ba2 (LGD2,  
           17%) from Ba1 (LGD2, 17%)

        -- Senior secured term loan due 2011, to Ba2 (LGD2, 17%)
           from Ba1 (LGD2, 17%)

        -- Senior unsecured notes due 2012, to B2 (LGD4, 52%) from
           B1 (LGD4, 53%)

        -- Senior subordinated notes due 2014, to B3 (LGD5, 76%)
           from B2 (LGD5, 76%)

        -- The ratings outlook is negative.

US Oncology, headquartered in Houston, Texas, provides service and
support to its affiliated cancer care sites.  The company provides
affiliated physician practices with administrative and billing
support, access to advanced treatments and technologies,
opportunities to build integrated community-based cancer care
centers, the ability to improve therapeutic drug management
programs and participate in cancer-related clinical research
studies. US Oncology also provides services to pharmaceutical
manufacturers, including product distribution and informational
services.  Moody's estimates that the company generated revenue of
approximately $2.9 billion for the twelve months ended June 30,
2007.


VOLT INFORMATION: Net Income Up 9% in Quarter Ended July 29
-----------------------------------------------------------
Volt Information Sciences Inc. reported financial results for the
company's third quarter and nine months ended July 29, 2007.

For the third quarter of fiscal 2007 ended July 29, 2007, net
income increased by 9% to $9.1 million compared to $8.4 million in
fiscal 2006 third quarter.

For the first nine months of fiscal 2007, the company reported net
income of $16.2 million compared to $17.1 million last year.

General corporate expenses decreased by $0.4 million in
the third quarter of fiscal 2007, due to lower professional fees
than the comparable fiscal 2006 quarter.

                  Cash and Cash Equivalents

Cash and cash equivalents, excluding restricted cash, was
$24.3 million at the end of the quarter.  At July 29, 2007, the
company sold a participating interest in accounts receivable of
$90 million under its securitization program and had the ability
to finance an additional $110 million under the facility.

In addition, the company may borrow under a secured $40 million
revolving credit facility and the company's wholly owned
subsidiary, Volt Delta Resources, may borrow under a separate $100
million revolving secured credit facility.  

At July 29, 2007, $20.6 million was drawn under the Delta Credit
Facility, of which $5.6 million was borrowed in foreign
currencies.

During the third quarter of fiscal 2007, the company repurchased
about 752,000 shares of its common stock in the open market as
treasury stock at a cost of $15 million.

                      LSSi Corp. Merger

Volt Delta has received the regulatory clearances to proceed with
its definitive merger agreement with LSSi Corp.  The transaction
is expected to close within the next  two weeks and as a result of
the merger, LSSi Data Corp. will become a wholly owned subsidiary
of Volt Delta.  The total merger consideration will be about $70
million in cash subject to adjustment based upon the amount of
LSSi's working capital on the closing date.  

The company expects significant synergies between the operations
and the acquisition to become accretive to earnings about six
months after closing.

"We are pleased to report an increase in earnings for the third
fiscal quarter due in part to the Computer Systems segment, which
returned to positive quarterly year over year comparisons, and the
Telecommunication Services segment, which has started to recognize
both revenue and profits from multi-year contracts," Steven A.
Shaw, president and chief executive officer of Volt, stated.  "We
are addressing margin pressure in Technical Placement and the
ongoing softening in the Administrative and Industrial sector of
the economy with greater efficiencies and investments to support
and grow our newer direct placement and RPO service offerings."

At July 29, 2007, the company's balance sheet showed total assets
of $731.5 million, total liabilities of $403.5 million, and total
stockholders' equity of $328 million.

Full-text copies of the company's financials are available for
free at http://ResearchArchives.com/t/s?2330

                     About Volt Information

Headquartered in New York City, Volt Information Sciences Inc.
(NYSE: VOL) --  http://www.volt.com/-- provides national Staffing  
Services and Telecommunications and Information Solutions with a
Fortune 100 customer base.  Operating through a network of over
300 Volt Services Group branch offices, the Staffing Services
segment fulfills IT and other technical, commercial and industrial
placement requirements of its customers, on both a temporary and
permanent basis.  The Telecommunications and Information Solutions
businesses, which include the Telecommunications Services,
Computer Systems and Telephone Directory segments, provide
complete telephone directory production and directory publishing;
a full spectrum of telecommunications construction, installation
and engineering services; and advanced information and operator
services systems for telephone companies.

                           *     *     *

Moody's Investor Services placed Volt Information Sciences'  
issuer default rating  at 'BB' in June 2006, which still holds to
this date.


WCI COMMUNITIES: S&P Holds Junk Ratings and Removes Negative Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating and its 'CCC-' senior subordinated debt rating on
WCI Communities Inc.  Concurrently, Standard & Poor's removed the
ratings from CreditWatch, where they were placed with negative
implications on March 16, 2007, following the announcement that
affiliates of Carl Icahn intended to launch a hostile tender offer
for WCI's common shares.  The rating actions affect $650 million
of subordinated notes.  The outlook is negative.
      
"The rating actions follow WCI's announcement that its new board
of directors met and has decided to terminate the company's sale
process," explained Standard & Poor's credit analyst James
Fielding.
     
The recent election of the substantially new board settled a
potentially disruptive proxy battle, but it leaves questions
regarding the strategic direction of this undercapitalized
homebuilder unanswered.
      
"The low speculative-grade ratings acknowledge strategic concerns
and also reflect earnings and liquidity pressures stemming from
the extremely competitive conditions in WCI's core Florida housing
markets," Mr. Fielding remarked.  "Despite ongoing operating
challenges, cash flow is likely to be positive over the next
several months, and the company has successfully renegotiated its
revolving line of credit, which should provide adequate liquidity
in the near term."
     
Standard & Poor's will lower the ratings on WCI if liquidity
pressures mount as a result of a spike in cancellation rates or
further deterioration in gross order trends.  The current negative
outlook further reflects Standard & Poor's expectations that any
improvement in WCI's operating performance will lag that of more
diversified peers, as conditions in WCI's oversupplied Florida
housing markets are extremely challenging, and wealthier customers
in particular are reticent to commit to discretionary home
purchases at this
point in the housing cycle.  However, an outlook revision back to
stable and/or an upgrade could be warranted if WCI's new board of
directors and management successfully implement a strategy to
meaningfully recapitalize WCI and reduce overhead and carrying
costs.


WERNER LADDER: Committee Wants D&O Medical Benefit Funding Stopped
------------------------------------------------------------------
Werner Holding Co. (DE), Inc., aka Werner Ladder Co., and its
debtor-affiliates currently purchase health and dental insurance
for certain of their retired directors and officers along with
their spouses.  The Debtors' books and records regarding the
Directors' Insurance are minimal and there has never been any
formal plan or program with respect to the purchase of the
Directors' Insurance.

In fact, the only documents mentioning the Directors' Insurance
are the original board minutes from the early 1980s authorizing
the company to procure the insurance.

The recipients of the Directors' Insurance are these former
directors and their spouses and families:

  * J.J. Despoy
  * M. Fitzgerald
  * J.D. McKay
  * H.L. Solot
  * R.P. Sulecki
  * D.M. Werner
  * R.I. Werner
  * R.L. Werner

Representing the Official Committee of Unsecured Creditors,
Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, in Wilmington,
Delaware, relates that the total monthly cost associated with the
Directors' Insurance ranges between $7,000 and $11,000 per month.

Mr. Meloro explains that the Committee's investigation reveals
that the Debtors are not obligated to provide the Directors'
Insurance.  The Directors' Insurance is terminable at will and is
not governed by Section 1114 of the Bankruptcy Code, Mr. Meloro
says.

The Directors' Insurance applies to directors who are entitled to
supplemental pension benefits, which were already terminated by
the Debtors pursuant to a Court order.  Thus, Mr. Meloro notes,
there are no more directors who currently qualify for the
Directors' Insurance.

Mr. Meloro contends that continued payments to the Directors'
Insurance will deplete the estates of limited resources, which are
needed in order to increase the likelihood that the Committee will
be able confirm a plan of reorganization and provide value to the
estates' unsecured creditors.

Accordingly, the Committee asks the U.S. Bankruptcy Court for the
District of Delaware to authorize and direct the Debtors to
immediately and permanently cease funding the Directors'
Insurance.

                        About Werner Ladder

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--          
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).   

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.   
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  On June 19, 2007,  
the Creditors Committee submitted their own chapter 11 plan and  
disclosure statement explaining that plan.  On Sept. 10, 2007, the
Committee filed an Amended Plan and Disclosure Statement.  The
hearing to consider the adequacy of the Disclosure Statement
started on August 23 and was continued to September 12.  The
Debtors' exclusive period to file a chapter 11 plan expired on
June 30, 2007.

(Werner Ladder Bankruptcy News, Issue No. 38; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or  
(215/945-7000).


WERNER LADDER: Insurance Recipients Want Panel's Motion Modified
----------------------------------------------------------------
Howard L. Solot; Donald M. Werner; Richard P. Sulecki; Joseph J.
Despoy; Richard L. Werner; Robert I. Werner; and James McKay
object to the Official Committee of Unsecured Creditors' request
to direct Werner Holding Co. (DE), Inc., aka Werner Ladder Co.,
and its debtor-affiliates to immediately and permanently cease
funding health and dental insurance coverage for certain of the
Debtors' retired officers and directors and their spouses.

Mr. Solot, et al., are retired former officers and directors of
the Debtors, who, together with their spouses, presently receive
the Medical Coverage that the Motion seeks to terminate.

Mr. Solot, et al., state that they do not oppose the Committee's
proposed termination of the Medical Coverage.  However, they
propose that any Court order approving the Motion should be
modified to provide that:

  (a) the Medical Coverage Recipients will be afforded a
      reasonable opportunity to procure replacement health and
      dental insurance, such that the termination of the
      Medical Coverage will be effective 60 days after the entry
      of the Order and not immediately;

  (b) nothing in the Order is intended to limit, affect or
      impact nor will it limit the Recipient's ability to
      apply for and receive any applicable COBRA benefits; and

  (c) the Recipients will be afforded a 30-day period to file a
      claim or to amend an existing claim in connection with
      any claim that may arise for damages in connection with
      the termination of the Medical Coverage.

Accordingly, Mr. Solot, et al., consent to the approval of the
Committee's Motion based on their own proposed terms and
modifications.

                        About Werner Ladder

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--          
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).   

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.   
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  On June 19, 2007,  
the Creditors Committee submitted their own chapter 11 plan and  
disclosure statement explaining that plan.  On Sept. 10, 2007, the
Committee filed an Amended Plan and Disclosure Statement.  The
hearing to consider the adequacy of the Disclosure Statement
started on August 23 and was continued to September 12.  The
Debtors' exclusive period to file a chapter 11 plan expired on
June 30, 2007.

(Werner Ladder Bankruptcy News, Issue No. 40; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or  
(215/945-7000).


* Fitch Puts Tobacco Settlement Bonds' Ratings Under Watch
----------------------------------------------------------
Fitch Ratings place all of its outstanding Tobacco Settlement
Asset-Backed Bonds ratings on Rating Watch Positive.  This action
is due to Fitch's upgrade of the corporate rating of the domestic
tobacco industry to 'BBB' from 'BBB-' with a Stable Outlook on
Aug. 29, 2007.  Fitch's rating of the most senior tranches of
tobacco settlement bonds is influenced by Fitch's corporate rating
of the tobacco industry, with a maximum attainable rating of one
notch above the tobacco industry rating.  As such, Fitch's maximum
rating for tobacco settlement bonds has moved to 'BBB+' from
'BBB'.  In addition, Fitch is reviewing its consumption stresses
to incorporate some of the same developments that were
incorporated in the industry upgrade.  Per Fitch's criteria, the
ratings on the tobacco bonds are the lower of the maximum
attainable rating and the rating commensurate with the stress at
which each tranche passes.

The corporate rating of the domestic tobacco industry incorporates
the creditworthiness of the domestic tobacco subsidiaries on a
stand-alone basis, without reliance on parental financial support.
The recent corporate rating actions reflect the operational and
financial improvements of the major industry participants over the
past two years and the continued manageability of litigation risk.
Fitch's assessment of the domestic tobacco industry centers on
class action cases with the greatest near-to-intermediate term
risk.  Beyond the legal issues, there are several continuing
negative pressures on the tobacco industry including extensive
smoking bans which diminish demand and rising excise taxes that
can reduce pricing flexibility.  Despite these industry factors,
the tobacco businesses generate substantial free cash flow.

Fitch's ratings on the senior most tobacco settlement bonds can be
as high as one notch above the industry rating. Fitch believes
that in the event of bankruptcy the Master Settlement Agreement
(MSA) would be viewed as an executory contract whereby the
manufacturers would be likely to choose to continue making
payments under the MSA in order to retain the benefits under the
MSA, allowing Fitch to assign a rating one notch higher than the
industry rating. Over the past year, the tobacco industry's
litigation environment has improved with favorable rulings for the
leading tobacco manufacturers. In light of recent rulings, Fitch
is reviewing its cash flow stresses for all rating levels in
consideration of the decreased tobacco litigation over the near
term. Fitch anticipates that most upgrades will be limited to one
notch.

Notification of any upgrades will be announced upon Fitch's review
of the transactions.  Additionally, Fitch will update its Tobacco
Settlement Bond criteria to reflect the changes to the cash flow
stresses within the next 60 days.

Fitch places these tobacco settlement asset-backed bonds on Rating
Watch Positive:

   * Inland Empire Tobacco Securitization Authority tobacco
     settlement asset-backed bonds Series 2007 Inland Empire
     Tobacco Securitization Corporation) (Riverside County,
     California)

     -- $32,500,000.00 Series 2007A Senior Current Interest Bonds,
        due June 1, 2021, 'BBB';

     -- $55,150,000.00 Series 2007A Senior Current Interest Bonds,
        due June 1, 2021, 'BBB';

     -- $53,757,702.60 Series 2007B Senior Convertible Turbo Term
        Bonds, due June 1, 2026, 'BBB';

     -- $53,541,801.45 Series 2007C-1 Subordinate Turbo Capital
       Appreciation Term Bonds, due June 1, 2036, 'BBB';

     -- $29,652,581.40 Series 2007C-2 Subordinate Turbo Capital
        Appreciation Term Bonds, due June 1, 2047, 'BBB';

     -- $23,457,163.80 Series 2007D Subordinate Turbo Capital
        Appreciation Term Bonds, due June 1, 2057, 'BBB-';

     -- $18,948,552.00 Series 2007E Subordinate Turbo Capital
        Appreciation Term Bonds, due June 1, 2057, 'BB'.

   * California County Tobacco Securitization Agency (Golden Gate
     Tobacco Funding Corporation), tobacco settlement asset-backed
     bonds, series 2007 (Marin County)

     -- $8,830,000 Series 2007A Current Interest Turbo Bonds, due
         May 15, 2021, 'BBB';

     -- $6,123,570 Series 2007B Convertible Turbo Bonds, due May
        15, 2028, 'BBB';

     -- $9,280,000 Series 2007A Current Interest Turbo Bonds, due
        May 15, 2036, 'BBB';

     -- $17,275,000 Series 2007A Current Interest Turbo Bonds, due
        May 15, 2047, 'BBB';

     -- $2,288,202 Series 2007 C Subordinate Turbo Capital
        Appreciation Bonds, due May 15, 2057, 'BBB-';

     -- $2,187,675 Series 2007 D Subordinate Turbo Capital
        Appreciation Bonds, due May 15, 2057, 'BB';

     -- $1,928,680 Series 2007 E Subordinate Turbo Capital
        Appreciation Bonds, due May 15, 2057, 'B'.

   * Silicon Valley Tobacco Securitization Authority tobacco
     settlement asset-backed bonds, series 2007 (Santa Clara
     County, California): Series 2007 turbo capital appreciation
     term bonds

     -- 43,604,065.50 series 2007A, due June 1, 2036 'BBB';
     -- $11,339,136.60 series 2007A, due June 1, 2041 'BBB';
     -- $13,617,538.40 series 2007A, due June 1, 2047 'BBB';
     -- $ 4,407,579.55 series 2007B, due June 1, 2047 'BBB-';
     -- $20,160,692.00 series 2007C, due June 1, 2056 'BB';
     -- $8,901,000.00 series 2007D, due June 1, 2056 'B';

   * Golden State Tobacco Securitization Corporation tobacco
     settlement asset-backed bonds, series 2007 (California)
     
     a. Series 2007A-1 senior current interest serial bonds:

       -- $27,335,000 due June 1, 2008 'BBB';
       -- $30,730,000 due June 1, 2009 'BBB';
       -- $34,080,000 due June 1, 2010 'BBB';
       -- $19,920,000 due June 1, 2011 'BBB';
       -- $15,605,000 due June 1, 2011 'BBB';
       -- $18,710,000 due June 1, 2012 'BBB';
       -- $20,470,000 due June 1, 2012 'BBB;
       -- $6,395,000 due June 1, 2013 'BBB';
       -- $11,655,000 due June 1, 2013 'BBB';
       -- $20,570,000 due June 1, 2014 'BBB';
       -- $23,190,000 due June 1, 2015 'BBB';
       -- $28,875,000 due June 1, 2016 'BBB';
       -- $5,140,000 due June 1, 2017 'BBB';
       -- $27,255,000 due June 1, 2017 'BBB';

     b. Series 2007A-1 senior current interest turbo term bonds:

       -- $863,100,000 due 2027 'BBB';
       -- $610,525,000 due 2033 'BBB';
       -- $1,250,000,000 due 2047 'BBB';
       -- $693,575,000 due 2047 'BBB';

     c. Series 2007A-2 senior convertible turbo term bonds:

       -- $389,192,591.40 due June 1, 2037 'BBB'.

   * Chautauqua Tobacco Asset Securitization Corporation (New
     York), tobacco settlement revenue bonds, series 2000

     -- $1,450,000 turbo term bonds due July 1, 2012 'BBB';
     -- $1,100,000 turbo term bonds due July 1, 2016 'BBB';
     -- $4,820,000 turbo term bonds due July 1, 2024 'BBB';
     -- $22,160,000 turbo term bonds due July 1, 2040 'BBB';

   * New York Counties Tobacco Trust I (New York), tobacco
     settlement pass-through bonds, series 2000

     -- $910,000 serial bonds due June 1, 2008 'BBB';

     -- $1,020,000 serial bonds due June 1, 2009 'BBB';

     -- $1,150,000 serial bonds due June 1, 2010 'BBB';

     -- $1,310,000 serial bonds due June 1, 2011 'BBB';

     -- $1,450,000 serial bonds due June 1, 2012 'BBB';

     -- $1,720,000 serial bonds due June 1, 2013 'BBB';

     -- $2,020,000 serial bonds due June 1, 2014 'BBB';

     -- $2,200,000 serial bonds due June 1, 2015 'BBB';

     -- $14,890,000 turbo term bonds due June 1, 2019 'BBB';

     -- $2,370,000 flexible amortization term bonds due June 1,
        2023 'BBB';

     -- $39,710,000 flexible amortization term bonds due June 1,
        2028 'BBB';

     -- $60,450,000 flexible amortization term bonds due June 1,
        2035 'BBB';

     -- $71,840,000 flexible amortization term bonds due June 1,
        2042 'BBB';

   * Niagara Tobacco Asset Securitization Corporation (New York),
     tobacco settlement asset-backed bonds, series 2000

     -- $535,000 serial bonds due May 15, 2016 'BBB';
     -- $65,000 serial bonds due May 15, 2016 'BBB';
     -- $600,000 serial bonds due May 15, 2017 'BBB';
     -- $70,000 serial bonds due May 15, 2017 'BBB';
     -- $635,000 serial bonds due May 15, 2018 'BBB';
     -- $530,000 serial bonds due May 15, 2018 'BBB';
     -- $260,000 serial bonds due May 15, 2019 'BBB';
     -- $820,000 serial bonds due May 15, 2019 'BBB';
     -- $105,000 serial bonds due May 15, 2019 'BBB';
     -- $780,000 serial bonds due May 15, 2020 'BBB';
     -- $490,000 serial bonds due May 15, 2020 'BBB';
     -- $485,000 serial bonds due May 15, 2021 'BBB';
     -- $875,000 serial bonds due May 15, 2021 'BBB';
     -- $210,000 serial bonds due May 15, 2022 'BBB';
     -- $1,175,000 serial bonds due May 15, 2022 'BBB';
     -- $11,995,000 turbo term bonds due May 15, 2029 'BBB';
     -- $10,575,000 turbo term bonds due May 15, 2034 'BBB';
     -- $14,945,000 turbo term bonds due May 15, 2040 'BBB';

   * Rensselaer Tobacco Asset Securitization Corporation (New
     York), tobacco settlement asset-backed bonds, series 2001

     -- $160,000 serial bonds due June 1, 2008 'BBB';

     -- $200,000 serial bonds due June 1, 2009 'BBB';

     -- $215,000 serial bonds due June 1, 2010 'BBB';

     -- $245,000 serial bonds due June 1, 2011 'BBB';

     -- $270,000 serial bonds due June 1, 2012 'BBB';

     -- $295,000 serial bonds due June 1, 2013 'BBB';

     -- $310,000 serial bonds due June 1, 2014 'BBB';

     -- $340,000 serial bonds due June 1, 2015 'BBB';

     -- $385,000 serial bonds due June 1, 2016 'BBB';

     -- $5,235,000 super sinker term bonds due June 1, 2025 'BBB';

     -- $10,890,000 super sinker term bonds due June 1, 2035
        'BBB';

     -- $13,355,000 super sinker term bonds due June 1, 2043
        'BBB';

   * Ulster Tobacco Asset Securitization Corporation (New York),
     tobacco settlement asset-backed bonds, series 2001

     -- $11,765,000 current interest term bonds due June 1, 2030
        'BBB';

     -- $10,190,000 current interest term bonds due June 1, 2040
        'BBB';

     -- $4,610,000 convertible capital appreciation bonds due
        June 1, 2025 'BBB';
     -- $4,765,000 convertible capital appreciation bonds due
        June 1, 2040 'BBB';

   * Badger Tobacco Asset Securitization Corporation (Wisconsin),
     series 2002

     -- $31,220,000 serial bonds due June 1, 2008 'BBB';

     -- $33,565,000 serial bonds due June 1, 2009 'BBB';

     -- $32,770,000 serial bonds due June 1, 2011 'BBB';

     -- $34,040,000 serial bonds due June 1, 2012 'BBB';

     -- $209,260,000 fixed amortization bonds due June 1, 2017
        'BBB';

     -- $562,130,000 turbo term bonds due June 1, 2027 'BBB';

     -- $100,000,000 turbo term bonds due June 1, 2028 'BBB';

     -- $414,470,000 turbo term bonds due June 1, 2032 'BBB'.

   * The California County Tobacco Securitization Agency (Alameda
     County Tobacco Asset Securitization Corporation), series 2002

     -- $2,985,000 serial bonds due June 1, 2008 'BBB';
     -- $3,020,000 serial bonds due June 1, 2009 'BBB';
     -- $3,070,000 serial bonds due June 1, 2010 'BBB';
     -- $3,130,000 serial bonds due June 1, 2011 'BBB';
     -- $2,905,000 serial bonds due June 1, 2012 'BBB';
     -- $5,605,000 turbo term bonds due June 1, 2019 'BBB';
     -- $51,485,000 turbo term bonds due June 1, 2029 'BBB';
     -- $45,170,000 turbo term bonds due June 1, 2035 'BBB';
     -- $76,250,000 turbo term bonds due June 1, 2042 'BBB'.

   * Alameda County Tobacco Asset Securitization Corporation,
     series 2006

     -- $38,683,877.20 capital appreciation bonds 2006A due
        June 1, 2050 'BBB-'

     -- $12,790,902.40 capital appreciation bonds 2006B due
        June 1, 2050 'BB'.

   * The California County Tobacco Securitization Agency (Fresno
     County Tobacco Funding Corporation), subordinate series 2006

     -- $16,605,906.60 subordinate series 2006A turbo capital
        appreciation bonds due June 1, 2046 'BBB'

     -- $2,889,808.80 subordinate series 2006B turbo capital
        appreciation bonds due June 1, 2046 'BBB-'

     -- $9,756,936.00 subordinate series 2006C turbo capital
        appreciation bonds due June 1, 2055 'BB-'.

   * The California County Tobacco Securitization Agency (Kern
     County Tobacco Funding Corporation), series 2002

     -- $40,960,000 turbo term bonds 2006A due June 1, 2043 'BBB';
     -- $27,875,000 turbo term bonds 2006B due June 1, 2029 'BBB';
     -- $29,010,000 turbo term bonds 2006B due June 1, 2037 'BBB';
     -- $4,920,000 turbo term bonds 2006C due June 1, 2015 'BBB'.

   * California County Tobacco Securitization Agency (Los Angeles
     County Tobacco Securitization Corporation), series 2006

     -- $60,279,685 convertible turbo bonds series 2006A due
        June 1, 2021 'BBB';

     -- $46,370,435 convertible turbo bonds series 2006A due
        June 1, 2028 'BBB';

     -- $62,196,244 convertible turbo bonds series 2006A due
        June 1, 2036 'BBB';

     -- $53,157,077 convertible turbo bonds series 2006A due
        June 1, 2041 'BBB';

     -- $72,159,811 convertible turbo bonds series 2006A due
        June 1, 2046 'BBB';

     -- $13,586,212 turbo capital appreciation bonds series 2006B
        due June 1, 2046 'BBB-';

     -- $12,077,640 turbo capital appreciation bonds series 2006C
        due June 1, 2046 'BB'.

   * California County Tobacco Securitization Agency (Merced
     County Tobacco Funding Corporation), series 2005

     -- $2,200,000 series 2005B turbo term bonds due June 1, 2018
        'BBB';

     -- $6,515,000 series 2005A turbo term bonds due June 1, 2026
        'BBB';

     -- $15,160,000 series 2005A turbo term bonds due June 1, 2038
        'BBB';

     -- $15,815,000 series 2005A turbo term bonds due June 1, 2045
        'BBB'.

   * California County Tobacco Securitization Agency (Stanislaus
     County Tobacco Funding Corporation), series 2002

     -- $4,565,000 turbo term bonds due June 1, 2019 'BBB';
     -- $24,490,000 turbo term bonds due June 1, 2033 'BBB';
     -- $34,725,000 turbo term bonds due June 1, 2043 'BBB'.

   * California County Tobacco Securitization Agency (Stanislaus
     County Tobacco Funding Corporation), series 2006

     -- $20,965,835 subordinate series 2006A due June 1, 2046
        'BBB';

     -- $2,827,546 subordinate series 2006B due June 1, 2046
        'BBB-';

     -- $9,446,325 subordinate series 2006C due June 1, 2055 'BB'.

   * California Statewide Financing Authority, series 2002

     -- $905,000 series 2002A serial bonds due May 1, 2008 'BBB';

     -- $860,000 series 2002A serial bonds due May 1, 2009 'BBB';

     -- $820,000 series 2002A serial bonds due May 1, 2010 'BBB';

     -- $785,000 series 2002A serial bonds due May 1, 2011 'BBB';

     -- $1,040,000 series 2002A serial bonds due May 1, 2012
        'BBB';

     -- $1,020,000 series 2002A serial bonds due May 1, 2013
        'BBB';

     -- $955,000 series 2002A serial bonds due May 1, 2014 'BBB';

     -- $935,000 series 2002A serial bonds due May 1, 2015 'BBB';

     -- $930,000 series 2002A serial bonds due May 1, 2016 'BBB';

     -- $930,000 series 2002A serial bonds due May 1, 2017 'BBB';

     -- $28,045,000 series 2002A turbo term bonds due May 1 2029,
        'BBB';

     -- $27,540,000 series 2002A turbo term bonds due May 1 2037,
        'BBB';

     -- $33,095,000 series 2002A turbo term bonds due May 1, 2043
        'BBB';

     -- $895,000 series 2002B serial bonds due May 1, 2008 'BBB';

     -- $850,000 series 2002B serial bonds due May 1, 2009 'BBB';

     -- $810,000 series 2002B serial bonds due May 1, 2010 'BBB';

     -- $775,000 series 2002B serial bonds due May 1, 2011 'BBB';

     -- $1,030,000 series 2002B serial bonds due May 1, 2012
        'BBB';

     -- $1,010,000 series 2002B serial bonds due May 1, 2013
        'BBB';

     -- $945,000 series 2002B serial bonds due May 1, 2014 'BBB';

     -- $925,000 series 2002B serial bonds due May 1, 2015 'BBB';

     -- $920,000 series 2002B serial bonds due May 1, 2016 'BBB';

     -- $920,000 series 2002B serial bonds due May 1, 2017 'BBB';

     -- $27,765,000 series 2002B turbo term bonds due May 1, 2029
        'BBB';

     -- $27,265,000 series 2002B turbo term bonds due May 1, 2037
        'BBB';

     -- $32,765,000 series 2002B turbo term bonds due May 1, 2043
        'BBB'.

   * California Statewide Financing Authority, Pooled Tobacco
     Securitization Program, series 2006

     -- $29,064,420 series 2006A turbo capital appreciation bonds
        due June 1, 2046 'BBB';

     -- $6,752,856 series 2006B turbo capital appreciation bonds
        due June 1, 2046 'BBB-';

     -- $23,149,900 series 2006C turbo capital appreciation bonds
        due June 1, 2055 'BB'.

   * The Children's Trust Fund (Puerto Rico), series 2002

     -- $11,460,000 serial bonds due May 15, 2008 'BBB';
     -- $5,000,000 serial bonds due May 15, 2009-1 'BBB';
     -- $6,975,000 serial bonds due May 15, 2009-2 'BBB';
     -- $11,315,000 serial bonds due May 15, 2010 'BBB';
     -- $4,000,000 serial bonds due May 15, 2011-1 'BBB';
     -- $8,135,000 serial bonds due May 15, 2011-2 'BBB';
     -- $13,805,000 serial bonds due May 15, 2012 'BBB';
     -- $15,505,000 serial bonds due May 15, 2013 'BBB';
     -- $17,265,000 serial bonds due May 15, 2014 'BBB';
     -- $423,290,000 turbo term bonds due May 15, 2033 'BBB';
     -- $310,380,000 turbo term bonds due May 15, 2039 'BBB';
     -- $296,255,000 turbo term bonds due May 15, 2043 'BBB'.

   * The Children's Trust Fund (Puerto Rico), series 2005

     -- $74,523,431 series 2005A capital appreciation bonds due
       May 15, 2050 'BBB-';

     -- $33,686,016 series 2005B capital appreciation bonds due
        May 15, 2055 'BB'.

   * City of San Diego Tobacco Settlement Revenue Funding
     Corporation, series 2006

     -- $105,400,000 series 2006 turbo term bonds due June 1, 2032
        'BBB'.

   * District of Columbia Tobacco Settlement Financing
     Corporation, series 2001

     -- $5,800,000 serial bonds due May 15, 2008 'BBB';
     -- $6,285,000 serial bonds due May 15, 2009 'BBB';
     -- $6,840,000 serial bonds due May 15, 2010 'BBB';
     -- $7,140,000 serial bonds due May 15, 2011 'BBB';
     -- $7,145,000 serial bonds due May 15, 2012 'BBB';
     -- $8,030,000 serial bonds due May 15, 2013 'BBB';
     -- $8,360,000 serial bonds due May 15, 2014 'BBB';
     -- $114,855,000 turbo term bonds due May 15, 2024 'BBB';
     -- $169,110,000 turbo term bonds due May 15, 2033 'BBB';
     -- $187,540,000 turbo term bonds due May 15, 2040 'BBB'.

   * District of Columbia Tobacco Settlement Financing
     Corporation, series 2006

     -- $145,481,196 series 2006A turbo capital appreciation bonds
        due June 15, 2046 'BBB';

     -- $14,251,650 series 2006B turbo capital appreciation bonds
        due June 15, 2046 'BBB-';

     -- $55,868,400 series 2006C turbo capital appreciation bonds
        due June 15, 2055 'BB'.

   * Erie Tobacco Asset Securitization Corporation (New York),
     series 2005:

     -- $30,330,000 series 2005A current interest bonds due
        June 1, 2031 'BBB';

     -- $74,685,000 series 2005A current interest bonds due
        June 1, 2038 'BBB';

     -- $111,480,000 series 2005A current interest bonds due
        June 1, 2045 'BBB';

     -- $9,163,000 series 2005B first subordinate capital
        appreciation bonds due June 1, 2047 'BBB-';

     -- $12,565,080 series 2005C second subordinate capital
        appreciation bonds due June 1, 2050 'BB';

     -- $69,470,000 series 2005E taxable capital appreciation
        bonds due June 1, 2028 'BBB'.

   * Nassau County Tobacco Settlement Corporation (New York),
     series 2006:

     -- $42,645,000 series 2006A-1 taxable senior current interest
        bonds due June 1, 2021 'BBB';

     -- $37,905,609 series 2006A-2 senior convertible bonds due
        June 1, 2026 'BBB';

     -- $97,005,000 series 2006A-3 senior current interest bonds
        due June 1, 2035 'BBB';

     -- $194,535,000 series 2006A-3 senior current interest bonds
        due June 1, 2046 'BBB';

     -- $10,670,013 series 2006B first subordinate capital
        appreciation bonds due June 1, 2046 'BBB';

     -- $9,867,332 series 2006C second subordinate capital
        appreciation bonds due June 1, 2046 'BBB-';

     -- $37,604,290 series 2006D third subordinate capital
        appreciation bonds due June 1, 2060 'BB'.

   * Northern Tobacco Securitization Corporation (Alaska), series
     2006:

     -- $117,510,000 series 2006A senior current interest turbo
        term bonds due June 1, 2023 'BBB';

     -- $70,105,000 series 2006A senior current interest turbo
        term bonds due June 1, 2032 'BBB';

     -- $212,270,000 series 2006A senior current interest turbo
        term bonds due June 1, 2046 'BBB';

     -- $8,668,052 series 2006B first subordinate turbo capital
        appreciation bonds due June 1, 2046 'BBB';

     -- $3,434,807 series 2006C second subordinate turbo capital
        appreciation bonds due June 1, 2046 'BBB-'.

   * New York Counties Tobacco Trust II (New York), series 2001

     -- $975,000 serial bonds due June 1, 2008 'BBB';

     -- $1,210,000 serial bonds due June 1, 2009 'BBB';

     -- $1,325,000 serial bonds due June 1, 2010 'BBB';

     -- $1,495,000 serial bonds due June 1, 2011 'BBB';

     -- $1,665,000 serial bonds due June 1, 2012 'BBB';

     -- $1,825,000 serial bonds due June 1, 2013 'BBB';

     -- $1,940,000 serial bonds due June 1, 2014 'BBB';

     -- $2,120,000 serial bonds due June 1, 2015 'BBB';

     -- $2,425,000 serial bonds due June 1, 2016 'BBB';

     -- $32,955,000 super sinker term bonds due June 1, 2025
        'BBB';

     -- $68,005,000 super sinker term bonds due June 1, 2035
        'BBB';

     -- $82,795,000 super sinker term bonds due June 1, 2043
        'BBB'.

   * New York Counties Tobacco Trust III (New York), Tobacco
     Settlement Pass-Through Bonds, series 2003:

     -- $16,360,000 turbo term bonds due June 1, 2027 'BBB';
     -- $15,175,000 turbo term bonds due June 1, 2033 'BBB';
     -- $40,390,000 turbo term bonds due June 1, 2043 'BBB'.

   * New York Counties Tobacco Trust IV (New York), Tobacco
     Settlement Pass-Through Bonds, series 2005:

     -- $6,710,000 series 2005A turbo term bonds due June 1, 2021
        'BBB';

     -- $4,520,000 series 2005A turbo term bonds due June 1, 2026
        'BBB';

     -- $16,585,000 series 2005A turbo term bonds due June 1, 2038
        'BBB';

     -- $84,975,000 series 2005A turbo term bonds due June 1, 2042
        'BBB';

     -- $83,875,000 series 2005A turbo term bonds due June 1, 2045
        'BBB';

     -- $52,450,000 series 2005B taxable turbo term bonds due
        June 1, 2027 'BBB';

     -- $124,400,000 series 2005C taxable turbo term bonds due
        June 1, 2041 'BBB';

     -- $10,277,849 series 2005D first subordinate turbo capital
        appreciation bonds due June 1, 2050 'BBB-';

     -- $14,073,539 series 2005E second subordinate turbo Capital
        appreciation bonds due June 1, 2055 'BB';

     -- $124,400,000 series 2010A turbo term bonds due June 1,
        2041 'BBB'.

   * New York Counties Tobacco Trust V (New York), Tobacco
     Settlement Pass-Through Bonds, series 2005:

     -- $50,605,433 series 2005 S1 turbo capital appreciation
        bonds due June 1, 2038 'BBB';

     -- $43,529,858 series 2005 S2 turbo capital appreciation
        bonds due June 1, 2050 'BBB-';

     -- $25,917,083 series 2005 S3 turbo capital appreciation
        bonds due June 1, 2055 'BB'.

   * Rockland Tobacco Asset Securitization Corporation (New York),
     series 2005:

     -- $13,084,280 series 2005A first subordinate capital
        appreciation bonds due Aug. 1, 2045 'BBB-';

     -- $2,860,940 series 2005B second subordinate capital
        appreciation bonds due Aug. 1, 2050 'BB'.

   * Tobacco Settlement Financing Corporation (Louisiana), series
     2001:

     -- $142,015,000 series 2001A taxable turbo term bonds due
        May 15, 2025 'BBB';

     -- $230,390,000 series 2001B tax-exempt turbo term bonds due
        May 15, 2030 'BBB';

     -- $689,405,000 series 2001B tax-exempt turbo term bonds due
        May 15, 2039 'BBB'.

   * Tobacco Settlement Financing Corporation (Rhode Island),
     series 2002:

     -- $109,770,000 series 2002A tax-exempt turbo term bonds due
        June 1, 2023 'BBB';

     -- $168,260,000 series 2002A tax-exempt turbo term bonds due
        June 1, 2032 'BBB';

     -- $371,700,000 series 2002A tax-exempt turbo term bonds due
        June 1, 2042 'BBB';

     -- $19,645,000 series 2002B taxable turbo term bonds due
        June 1, 2012 'BBB'.

   * Tobacco Settlement Revenue Management Authority (South
     Carolina), series 2001:

     -- $62,370,000 series 2001A taxable turbo term bonds due
        May 15, 2016 'BBB';

     -- $225,880,000 series 2001B tax-exempt turbo term bonds due
        May 15, 2022 'BBB';

     -- $347,625,000 series 2001B tax-exempt turbo term bonds due
        May 15, 2028 'BBB';

     -- $161,385,000 series 2001B tax-exempt turbo term bonds due
        May 15, 2030 'BBB'.

   * Tobacco Settlement Asset Securitization Corporation (TSASC)
     1999 Indenture, (New York City), series 2006-1:

     -- $284,070,000 turbo term bonds due June 1, 2022 'BBB';
     -- $137,765,000 turbo term bonds due June 1, 2026 'BBB';
     -- $372,650,000 turbo term bonds due June 1, 2034 'BBB';
     -- $599,025,000 turbo term bonds due June 1, 2042 'BBB'.

   * Tobacco Settlement Financing Corporation (US Virgin Islands),
     series 2006:

     -- $4,764,709 series 2006A subordinate turbo capital
        appreciation bonds due May 15, 2035, 'BBB';

     -- $512,471 series 2006B subordinate turbo capital
        appreciation bonds due May 15, 2035, 'BBB-';

     -- $867,690 series 2006C subordinate turbo capital
        appreciation bonds due May 15, 2035, 'BB'.

   * Westchester Tobacco Asset Securitization Corporation (New
     York), series 2005:

     -- $27,500,000 turbo term bonds due June 1, 2021 'BBB';
     -- $24,100,000 turbo term bonds due June 1, 2026 'BBB';
     -- $81,200,000 turbo term bonds due June 1, 2038 'BBB';
     -- $81,700,000 turbo term bonds due June 1, 2045 'BBB'.


* Moody's Takes Ratings Actions on Portfolio Credit Default Swap
----------------------------------------------------------------
Moody's Investors Service's took various rating actions on these
Portfolio Credit Default Swap:

               Ptarmigan Peak Mezzanine Swap

   -- Class Description: $11,250,000 Initial Tranche Notional
      Amount Credit Default Swap

   -- Prior Rating: Baa2, on review for possible downgrade
   -- Current Rating: Ba3

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

                    Grays Peak Mezzanine Swap

   -- Class Description: $11,250,000 Initial Tranche Notional
      Amount Credit Default Swap

   -- Prior Rating: Baa2, on review for possible downgrade
   -- Current Rating: Ba3

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

                   Caribou Peak Mezzanine Swap

   -- Class Description: $11,250,000 Initial Tranche Notional
      Amount Credit Default Swap

   -- Prior Rating: Baa2, on review for possible downgrade
   -- Current Rating: Ba3

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

                    Bison Peak Mezzanine Swap

   -- Class Description: $11,250,000 Initial Tranche Notional
      Amount Credit Default Swap

   -- Prior Rating: Baa2, on review for possible downgrade
   -- Current Rating: B1

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

                   Augusta Peak Mezzanine Swap

   -- Class Description: $11,250,000 Initial Tranche Notional
      Amount Credit Default Swap

   -- Prior Rating: Baa2, on review for possible downgrade
   -- Current Rating: Ba3

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


* S&P Places 48 US CDO Tranche Ratings Under Negative Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed 48 U.S. synthetic CDO
tranche ratings on CreditWatch with negative implications and
placed one rating on CreditWatch with positive implications.  At
the same time, S&P affirmed seven U.S. synthetic CDO tranche
ratings and removed them from CreditWatch negative and lowered one
additional rating.
     
The CreditWatch negative placements reflect negative rating
migration in the respective portfolios and synthetic rated
overcollateralization (SROC) ratios that had fallen below 100% as
of the August month-end run.  The rating placed on CreditWatch
positive had an SROC ratio that was above 100% at a
higher rating level during the month-end run.  The five ratings
affirmed and removed from CreditWatch negative had SROC ratios
that were above 100% at the current rating levels during the
month-end run.

                        Ratings List

                     ABACUS 2007-AC1 Ltd.

                                      Rating
                                      ------
          Class                 To              From
          -----                 --              ----
          A-2                   AAA/Watch Neg   AAA

                     ABSpoke 2005-IVA Ltd.

                                      Rating
                                      ------
          Class                 To              From
          -----                 --              ----
          ABSpoke 2005-IVA      AAA/Watch Neg   AAA

                 Amadeus Repackaging 2007-I Ltd.

                                      Rating
                                      ------
          Class                 To              From
          -----                 --              ----
          Def Nts               BB              BBB

                          ARLO VI Ltd.
                     Series 2006-5 (SABS)

                                       Rating
                                       ------
          Class                 To              From
          -----                 --              ----
          Notes                 A+/Watch Neg    A+

                      Credit Default Swap
             Swap Risk Rating - Protection Buyer,
                   CDS Reference #Torino II

                                       Rating
                                       ------
          Class                 To              From
          -----                 --              ----
          Tranche               AAsrb/Watch Neg AAsrb

                          Eirles Two Ltd.

                                       Rating
                                       ------
          Class                 To              From
          -----                 --             -----
          Series 243            A/Watch Neg     A
          Series 244            BBB/Watch Neg   BBB
          Series 247            A/Watch Neg     A

                            Herald Ltd.
                             Series 24           

                                      Rating
                                      ------
          Class                 To              From
          -----                 --              ----0
          24                    AA/Watch Neg    AA

            High Grade Structured Credit 2004-1 Ltd.

                                      Rating
                                      ------
          Class                 To              From
          -----                 --              ----
          E                     A/Watch Neg     A

                          Ixion PLC
                     Series 4, 5, 6, & 7

                                      Rating
                                      ------
          Class                 To              From
          -----                 --              ----
          4                     BBB/Watch Neg   BBB
          5                     A/Watch Neg     A
          6                     AA-/Watch Neg   AA-
          7                     BBB/Watch Neg   BBB

                  Jefferson Valley CDO SPC
                        Series 2006-1

                                      Rating
                                      ------
          Class                 To              From
          -----                 --              ----
          A                     A/Watch Neg     A
          B-1                   BBB+/Watch Neg  BBB+
          B-2                   BBB+/Watch Neg  BBB+

                Lorally CDO Ltd. Series 2006-1

                                      Rating
                                      ------
          Class                 To              From
          -----                 --              -----
          Tranche B             BBB+/Watch Neg  BBB+

                   Magnolia Finance II PLC
                        Series 2006-8F

                                      Rating
                                      ------
          Class                 To              From
          -----                 --              ----
          Series F              BB+/Watch Neg   BB+

                       Maple 2004-1789

                                      Rating
                                      ------
          Class                 To              From
          -----                 --              ----
          Tranche C             AA/Watch Neg    AA

                    Morgan Stanley ACES SPC
                         Series 2005-25

                                       Rating
                                       ------
          Class                 To              From
          -----                 --              ----
          ScFltRtNts            A-/Watch Neg    A-

                   Morgan Stanley ACES SPC
                        Series 2006-2

                                       Rating
                                       ------
          Class                 To              From
          -----                 --              ----
          Secd Nts              A/Watch Neg     A

                  Morgan Stanley ACES SPC
                       Series 2006-3

                                       Rating
                                       ------
          Class                 To              From
          -----                 --              ----
          III                   BB/Watch Neg    BB

                  Morgan Stanley ACES SPC
                       Series 2006-6

                                       Rating
                                       ------
          Class                 To              From
          -----                 --              ----
          Defrble Sec           BBB/Watch Neg   BBB

                  Morgan Stanley ACES SPC
                       Series 2006-7

                                       Rating
                                       ------
          Class                 To              From
          -----                 --              ----
          A                     AAA/Watch Neg   AAA

                   Morgan Stanley ACES SPC
                        Series 2006-9

                                       Rating
                                       ------
          Class                 To              From
          -----                 --              ----
          IA                    A+/Watch Neg    A+
          II                    BBB+/Watch Neg  BBB+

                   Morgan Stanley ACES SPC
                        Series 2006-10

                                       Rating
                                       ------
          Class                 To              From
          -----                 --              ----
          II                    A+/Watch Neg    A+

                   Morgan Stanley ACES SPC
                        Series 2006-11

                                      Rating
                                      ------
          Class                To               From
          -----                --               ----
          A                    AA+/Watch Neg    AA+
          IA                   AA+/Watch Neg    AA+
          IB                   AA+/Watch Neg    AA+

                   Morgan Stanley ACES SPC
                        Series 2006-12

                                      Rating
                                      ------
          Class                To              From
          -----                --              ----
          I                    A-/Watch Neg    A-

                   Morgan Stanley ACES SPC
                        Series 2006-16

                                      Rating
                                      ------
          Class                To              From
          -----                --              ----
          IIA                  A+/Watch Neg    A+

                   Morgan Stanley ACES SPC
                        Series 2006-20

                                      Rating
                                      ------
          Class                 To             From
          -----                 --             ----
          IA                    AAA/Watch Neg  AAA

                   Morgan Stanley ACES SPC
                        Series 2006-21

                                      Rating
                                      ------
          Class                 To             From
          -----                 --             ----
          IIA                   A+/Watch Neg   A+

                   Morgan Stanley ACES SPC
                        Series 2006-24

                                      Rating
                                      ------
          Class                 To             From
          -----                 --             ----
          IA                    AAA/Watch Neg  AAA
          II                    BBB/Watch Neg  BBB

                   Morgan Stanley ACES SPC
                        Series 2006-26

                                      Rating
                                      ------
          Class                 To             From
          -----                 --             ----
          IA                    AAA            AAA/Watch Neg

                    Morgan Stanley ACES SPC
                         Series 2006-27

                                      Rating
                                      ------
          Class                 To             From
          -----                 --             ----
          Class A               AA/Watch Neg   AA

                    Morgan Stanley ACES SPC
                         Series 2006-37

                                      Rating
                                      ------
          Class                 To              From
          -----                 --              ----
          II                    BBB+/Watch Neg  BBB+

                           Oban Trust
                          Series 2005-2

                                       Rating
                                       ------
          Class                 To               From
          -----                 --               ----
          A                     A-/Watch Neg     A-

                    Prelude Europe CDO Ltd.
                         Series 2006-1

                                       Rating
                                       ------
          Class                 To               From
          -----                 --               ----
          Notes                 A-/Watch Neg     A-

                    Prelude Europe CDO Ltd.
                         Series 2006-2

                                       Rating
                                       ------
          Class                 To              From
          -----                 --              ----
          Notes                 A-/Watch Neg    A-

               Primus Managed PRISMs 2004-1 Ltd.

                                      Rating
                                      ------
          Class                 To              From
          -----                 --              ----
          A-F                   BBB+            BBB+/Watch Neg
          B-1L                  BBB+            BBB+/Watch Neg
          B-2L                  BBB             BBB/Watch Neg  

             REPACS Trust Series 2006 Mount Ventoux

                                      Rating
                                      ------
          Class                 To              From
          -----                 --              ----
          Debt Units            A-/Watch Neg    A-

                  
                   Rutland Rated Investments
                   Bedford 2006-1 (Series 30)

                                      Rating
                                      ------
          Class                 To              From
          -----                 --              ----
          A3-L                  A               A/Watch Neg
          A3-F                  A               A/Watch Neg

                   Rutland Rated Investments
                  Delancey 2006-3 (Series 29)

                                      Rating
                                      ------
          Class                 To              From
          -----                 --              ----
          A-1L                  AA+/Watch Neg   AA+

                   Rutland Rated Investments
                   Rumson 2007-2 (Series 42)

                                       Rating
                                       ------
          Class                 To               From
          -----                 --               ----
          A1-L1                 AAA              AAA/Watch Neg

                  STRATA Trust Series 2006-17

                                       Rating
                                       ------
          Class                 To              From
          -----                 --              ----
          Notes                 AA/Watch Neg    AA

         TIERS Derby Synthetic CDO Floating Rate Credit
                  Linked Trust Series 2007-16

                                       Rating
                                       ------
          Class                 To                From
          -----                 --                ----
          2007-16               AA-/Watch Pos     AA-

        TIERS Missouri Floating Rate Credit Linked Trust
                          Series 2007-1

                                       Rating
                                       ------
          Class                 To                From
          -----                 --                ----
          Certs                 AA-/Watch Neg     AA-

                  Toronto-Dominion Bank (The)
          CAD48,031,000 Portfolio Credit Linked Notes

                                        Rating
                                        ------
          Class                 To                From
          -----                 --                ----
          Porfolio CLN          BB/Watch Neg      BB

                            Tribune Ltd.
                             Series 26

                                        Rating
                                        ------
          Class                 To                From
          -----                 --                ----
          Aspen B-2             BBB/Watch Neg     BBB

                          Tribune Ltd.
                           Series 39

                                        Rating
                                        ------
          Class                 To                From
          -----                 --                ----
          Tranche               AA/Watch Neg      AA


* Buccino Just For Feet Testimony Results in $41.5 Mil. Payments
----------------------------------------------------------------
Buccino & Associates Inc. reported that its expert report and
testimony in the Just For Feet case resulted in the largest out of
pocket payment by outside directors in history.

The former directors will pay $41.5 million, exceeding the
combined payments of former directors in the WorldCom, Inc. and
Enron cases.

In addition to the $41.5 million, the trustee recovered
$15 million from the estate of JFF's founder and $24 million from
its outside auditors.

Buccino was retained in 2003 as an expert witness for the Chapter
7 trustee and was engaged to perform forensic analysis, opine on
corporate governance matters, evaluate Chapter 11 options, opine
on insolvency issues, value the pro-forma reorganized company on a
fair market operating basis, and, finally to determine financial
damages.

>From 1996 to 1999, earnings were overstated by tens of millions
of
dollars.  In 1999 alone, pre-tax income was reported as
$43 million; and, if properly stated would have been a loss in
excess of $100 million.

In November, 1999, JFF filed for Chapter 11 and in early 2000 the
case was converted to a Chapter 7 and its assets auctioned.

"Our selection as an expert witness in this case was based on our
three decades of experience in working with financially distressed
companies and their constituencies in both pre and post petition
settings.  It was our deep knowledge and understanding of
insolvency issues and experience that allowed us to reach our
conclusions and contribute to the outcome in this historical
case," said Gerald P. Buccino, Chairman and CEO of Buccino &
Associates, Inc.

                   About Buccino & Associates

Headquartered in New York, Buccino & Associates Inc. --
http://www.buccinoassociates.com/--provides advisory services
to enhance cash flow and position companies for long-term
profitability.  The company's services include strategic and
financial assessment of business operations; turnaround
consulting; financial advisory services to lenders, creditors
and other economic stakeholders; crisis and interim management;
valuation; insolvency and reorganization services; corporate
restructuring; forensic analysis; litigation support and expert
testimony.


* Chadbourne & Parke Files Pro Bono Suit to Up Judicial Salaries
----------------------------------------------------------------
Chadbourne & Parke LLP filed a pro bono lawsuit on behalf of
four New York judges against Governor Eliot Spitzer, the New
York Senate, the New York Assembly and the State of New York to
force the state to raise judicial salaries and to award back pay
through 2000.

Chadbourne partners Thomas Bezanson and George Bundy Smith filed
the suit in the state's Supreme Court in New York City on behalf
of New York City Family Court Judge Susan Larabee, New York City
Criminal Court Judge Patricia Nunez, New York City Civil Court
Judge Geoffrey Wright and Cattaraugus County Family Court Judge
Michael Nenno.  The suit noted that the 2006-2007 state budget
allocated $69.5 million for judicial salary increases, retroactive
to April 1, 2005, but the funds have yet to be disbursed.  The
last pay increase for judges occurred in January 1999.

"The state has failed to raise judges' salaries for eight years
even as inflation has raised the cost of living," said Mr.
Bezanson.  "That violates Article 6, [Section] 25 of the New York
State Constitution, which states that judges' compensation 'shall
not be diminished during the term of office for which he or she
was elected or appointed.'"

Mr. Bezanson also asserted that linking judges' salaries to
legislative salary increases and other unrelated legislative and
executive initiatives "violates the separation of powers doctrine.
Our constitution requires that the government consist of three
co-equal branches. Under the current system, the judiciary is
appallingly far from co-equal and has unfortunately become hostage
to politics."

George Bundy Smith, who served for 14 years as an Associate Judge
on the New York Court of Appeals before retiring in September
2006, said that the failure to provide pay raises was
"disgraceful," and a form of attack on an independent judiciary.

"The concept of judicial independence goes back to the founding
of our country," explained Mr. Smith. "By connecting judicial
salaries to legislators' salaries and to political issues of the
executive and legislative branches, the state undermines the
independence of judges."

The lawsuit asks for judges' salaries to be increased in
accordance with the money allocated for that purpose in the 2006-
2007 state budget, and also for the payment of monetary damages
and pre-judgment interest at nine percent per annum.

                  About Chadbourne & Parke LLP

Headquartered in New York City, Chadbourne & Parke LLP --
http://www.chadbourne.com/-- is a law firm that provides a full
range of legal services, including mergers and acquisitions,
securities, project finance, private funds, corporate finance,
energy, communications and technology, commercial and products
liability litigation, securities litigation and regulatory
enforcement, special investigations and litigation, intellectual
property, antitrust, domestic and international tax, insurance and
reinsurance, environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters.  Major geographical areas of
concentration include Central and Eastern Europe, Russia and the
CIS, and Latin America.  The firm has offices in New York,
Washington, DC, Los Angeles, Houston, Moscow, St. Petersburg,
Warsaw (through a Polish partnership), Kyiv, Almaty, Tashkent,
Beijing, and a multinational partnership, Chadbourne & Parke, in
London.


* Prof. Joost Pauwelyn Joins King & Spalding as Senior Advisor
--------------------------------------------------------------
Professor Joost Pauwelyn has joined King & Spalding's
international trade practice as senior advisor.  Mr. Pauwelyn is
an expert on international economic law, particularly the law of
the World Trade Organization and international investment law.

"Professor Pauwelyn is recognized around the world as a leading
academic and practitioner in the WTO area," Stephen Orava, a
partner in King & Spalding's Washington, D.C. and London offices
and co-leader of the firm's WTO practice, said.  "The depth and
breadth of his knowledge and experience enable him to develop
real-world solutions to complex trade matters as well as creative
and effective approaches to bringing and defending WTO disputes."

Mr. Pauwelyn was formerly an official with the WTO's Legal Affairs
Division and with the WTO Appellate Body Secretariat.  Upon
joining academia, he continued to advise governments and private
entities as a consultant on WTO dispute settlement proceedings,
trade negotiations and other trade and investment matters.  

His academic research and consultancy experience have focused on
diverse areas, including market access for goods and services,
subsidies, environment, health and safety, trade in energy and
human rights.

"Professor Pauwelyn is a valuable addition to our WTO practice
group and expands the scope of our WTO expertise across areas of
increasing importance to our clients, such as subsidies, climate
change and trade restrictions linked to health and safety
measures," Jorge Miranda, senior international trade advisor with
King & Spalding and former WTO official, said.

Mr. Pauwelyn continues his current position as a professor at the
Graduate Institute of International Studies in Geneva,
Switzerland.  He joined the Graduate Institute after serving five
years at Duke University School of Law as a tenured professor of
law and director of the JD/LLM Program and the Duke/Geneva
Institute in Transnational Law.

Mr. Pauwelyn has also been a visiting professor at Georgetown
University Law Center and formerly practiced law in the litigation
department of De Bandt, Van Hecke & Lagae in Brussels.

"King & Spalding has strong and successful WTO and international
arbitration practices and has a commitment to build upon this
success. I am very pleased to have the opportunity to join this
talented team," Mr. Pauwelyn said.

Mr. Pauwelyn received a Ph.D. in law from the University of
Neuchƒtel, Switzerland, a Magister Juris from Oxford University, a
master's degree in law from Catholic University of Leuven
(Belgium), and a bachelor's degree in law from the University of
Namur (Belgium).  He was also an Erasmus Scholar at the University
of London's Queen Mary and Westfield College.

                     About King & Spalding

King & Spalding LLP -- http://www.kslaw.com/-- is an     
international law firm with more than 800 lawyers in Atlanta,
Dubai, Houston, London, New York, Riyadh (affiliated office) and
Washington, D.C.  The firm represents half of the Fortune 100.  
King & Spalding is into financial restructuring practices.  It
provides valuable knowledge and in-depth experience to virtually
all facets of corporate reorganizations, in-court and out-of-court
debt restructuring, bankruptcy and insolvency litigation, and
distressed asset mergers and acquisitions.  This practice is
regularly retained in bankruptcy matters and workouts to represent
debtors, trustees, creditors' committees, institutional lenders,
other critical creditors and parties-in-interest, and potential
acquirers of businesses and large assets.  

The Houston office of King & Spalding, with more than 100 lawyers,
provides a variety of services to clients the world over.   Chief
among its practices are those focusing on litigation and
transactional law, especially energy, international arbitration
and Latin American matters.


* BOOK REVIEW: Investing in Junk Bonds: Inside the High Yield
               Debt Market
-------------------------------------------------------------
Authors:    Edward I. Altman and Scott A. Nammacher
Publisher:  Beard Books
Paperback:  272 pages
List Price: $34.95

Order your personal copy at

http://amazon.com/exec/obidos/ASIN/1587981556/internetbankrupt

Investing in Junk Bonds: Inside the High Yield Debt Market by
Edward I. Altman and Scott A. Nammacher is an especially
informative book for all new investors, but is just as useful for
the seasoned professional.

This is a reprint of one of the first comprehensive books on the
rise and operation of the high yield debt market as illustrated by
the "junk" bond.  This classic volume is still relevant in today's
challenging market.

Among the concepts discussed are: expected yields; realized
returns; default experience; market growth and size; credit
quality trends; related mutual fund results and portfolio
holdings; mergers/acquisitions and takeovers; new issue and issuer
characteristics; underwriter strategies; and developing investment
strategies, particularly using an objective credit model.

                             *********

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 ***