TCR_Public/070918.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, September 18, 2007, Vol. 11, No. 221

                             Headlines

1031 TAX GROUP: Disclosure Statement Hearing Slated for Sept. 24
AAMES MORTGAGE: S&P Junks Rating on 2001-4 Class B Certificates
ABN AMRO: Stable Credit Support Cues S&P to Affirm Ratings
AEGIS MORTGAGE: Inks $500,000 Loan Business Sale with Selene
AEGIS MORTGAGE: U.S. Trustee Amends Committee Appointment

ANVUI LLC: Case Summary & 20 Largest Unsecured Creditors
APOLLO ANTENNA: Voluntary Chapter 11 Case Summary
ARCADIA RESOURCES: Completes Sale of Florida & Colorado Assets
ASPEN EXECUTIVE: Case Summary & 25 Largest Unsecured Creditors
BALLANTYNE RE: Market Losses Cues S&P to Cut BBB+ Rating to B-

BALLY TOTAL: Bankruptcy Court Confirms Plan of Reorganization
BAUSCH & LOMB: Sets Special Shareholders' Meeting for Sept. 21
BOISE CASCADE: Moody's Affirms Corporate Family Rating at Ba3
CABLEVISION SYSTEMS: Sets Shareholders' Meeting for Oct. 24
CALEDONIA MINING: Earns CDN$238,000 in Quarter Ended June 30

CALLIDUS DEBT: S&P Puts Preliminary BB Rating on $13 Mil. Notes
CALPINE CORP: Disclosure Statement is Misleading, Rosetta Says
CAPITALSOURCE INC: Fitch Rates $250 Million Debentures at BB+
CARBIZ INC: Closes $1 Million Trafalgar Capital Financing
CDC MORTGAGE: Poor Collateral Prompts S&P to Lower Ratings

CENVEO CORP: S&P Lifts Bank Loan Rating to BB from BB-
CHARTER COMMS: Amends Unit's Exchange 5.88% Senior Notes Offer
CHESTER DORSEY: Case Summary & Five Largest Unsecured Creditors
COUNTRYWIDE FINANCIAL: Provides August 2007 Operations Results
E*TRADE FINANCIAL: Restructuring Businesses, to Focus on Retail

EQUINIX INC: S&P Junks Rating on $550 Million Subordinated Notes
EUROFRESH INC: Low Profit Margin Cues Moody's to Junk Ratings
FEDDERS CORP: Committee Balks at $79 Mil. DIP Loan from Goldman
FIRST DATA: Extends Tender Offer Expiration to September 24
FREEDOM COMMUNICATIONS: S&P Places BB Rating Under Negative Watch

GENERAL MOTORS: Talks with UAW Show Progress, WSJ Says
GRAY TELEVISION: S&P Revises Outlook to Negative from Stable
GSAMP TRUST: S&P Lowers Ratings on Four Certificate Classes
HARTCOURT COMPANIES: Kabani & Company Raises Going Concern Doubt
INSIGHT COMMS: Low Sale Price Spurs Owner to Defer Sale

INTEGRA BANK NA: Moody's Revises Outlook to Negative from Stable
MACQUARIE BANK: Moody's Affirms Financial Strength Rating at C+
MAGNA ENTERTAINMENT: Adopts Initiatives to Improve Earnings
MAJESCO ENT: July 31 Balance Sheet Upside-Down by $678,000
MEDIANEWS GROUP: S&P Puts BB- Rating Under Negative CreditWatch

MYERS INDUSTRIES: Postponed Deal Cues S&P to Withdraw All Ratings
MKP CBO: Moody's Places B2 Class D Notes' Rating Under Review
NATIONAL ENERGY: July 31 Balance Sheet Upside-Down by $1.3 Million
NORTHWEST AIRLINES: To Own 47% of Midwest Airlines
OCTANS II: Moody's Reviews $45 Mil. Class X-I Notes' Ba1 Rating

OCTANS III: Moody's Reviews Two Low-B Rated Cert. Class' Ratings
OFFICEMAX INC: Names Sam Martin as Exec. Vice President and COO
PALM SPRINGS: To Cease Operations This Month, Desert Sun Says
POPE & TALBOT: Nods to Extend Forbearance Agreement with Lenders
RAPID LINK: Inks Letter of Intent to Purchase Two Networks

RAPID LINK: July 31 Balance Sheet Upside-Down by $4.4 Million
RESIDENTIAL ASSET: Fitch Lowers Ratings on $71.1MM Certificates
RITCHIE (IRELAND): Court OKs $2.7MM DIP Financing From Affiliate
SACO I: Poor Performance Cues S&P to Cut Ratings on 10 Classes
SCO GROUP: Case Summary & 20 Largest Unsecured Creditors

SEMINOLE TRIBE: Moody's Rates Proposed $240 Million Bonds at Ba1
SERENA SOFTWARE: S&P Holds B Rating and Revises Outlook to Pos.
SUB SURFACE: June 30 Balance Sheet Upside-Down by $901,703
SWIFT CORP: S&P Puts 'B' Ratings Under Negative Watch
TORBAY HOLDINGS: Posts $597,820 Net Loss in Quarter Ended June 30

TOYS 'R' US: CEO Testifies at Senate Hearing on Toy Safety
TPF II: S&P Rates $180 Million Senior Secured Term Loan at BB-
TRUESTAR BARNETT: Court Sets Oct. 3 Hearing to Decide on Venue
US REDUCTION: Case Summary & 18 Largest Unsecured Creditors
VALCOM INC: Sues POW! and S. Lee for Breach of Disney Venture Pact

VERIFONE INC: Good Operating Trends Cue S&P's Positive Outlook
VERTIS COMM: Commences Exchange Offer for American Color Notes
VESTA INSURANCE: Former CEO David Lacefield Seeks Summary Judgment
VESTA INSURANCE: Florida Select Wants Nod on Schmidt Agreement
VOTORANTIM CEMENT: Moody's Lifts Rating on $559 Mil. Bank Facility

WERNER LADDER: Court OK's Panel's 2nd Amended Disclosure Statement
WERNER LADDER: Confirmation Hearing Scheduled on October 25
WHOLE FOODS: Moody's Downgrades Corporate Family Rating to Ba1
ZUFFA LLC: S&P Affirms All Ratings and Revises Outlook to Negative

* Large Companies with Insolvent Balance Sheets

                             *********

1031 TAX GROUP: Disclosure Statement Hearing Slated for Sept. 24
----------------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York will convene a hearing on
Sept. 24, 2007, to consider approval of the disclosure
statement explaining 1031 Tax Group LLC and its debtor-
affiliates' Plan of Reorganization, Bill Rochelle of
Bloomberg News reports.

According to the report, the Debtor is expected to revise
the Plan after the Court and the U.S. Trustee found it
difficult to understand.

The Plan, as published in the TCR on Aug. 6, 2007, provides, among
others, that holders of general unsecured claims, totaling
$162,200,000, will receive:

   a. one or more distributions in cash or other consideration on
      account of each of their pro rata share; and

   b. pro rata share of the beneficial interest in the liquidating
      trust and distributable proceeds from the liquidating trust
      assets.

Last month, the Court denied the U.S. Trustee's request for an
appointment of a Chapter 11 Trustee or, in the alternative,
for the conversion of the Debtors' cases into cases under
Chapter 7 of the Bankruptcy Code.

In his Aug. 13 memorandum opinion, Judge Glenn concluded that
establishing fraud by a member of the Debtors' governing body
that appoints new management is by itself insufficient to require
the appointment of a trustee.

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- is a privately held consolidated group     
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.  The
company and 15 of its affiliates filed for Chapter 11 protection
on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447 through
07-11462).  Norman N. Kinel, Esq., and Steven E. Fox, Esq., at
Dreier, LLP, represents the Debtors in their restructuring
efforts.  David Y. Wolnerman, Esq., at Greenberg Traurig, LLP,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they
listed estimated assets and debts of over $100 million.


AAMES MORTGAGE: S&P Junks Rating on 2001-4 Class B Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M-2 and B mortgage pass-through certificates from Aames Mortgage
Trust 2001-4.  Concurrently, S&P removed its rating on class B
from CreditWatch, where it was placed with negative
implications on May 25, 2007.  Additionally, S&P affirmed its
ratings on the remaining classes from the same transaction.
     
The lowered ratings reflect the deteriorating performance of the
collateral pool.  Realized losses have consistently outpaced
excess interest over the past year, to the extent that credit
support for these two classes is no longer sufficient to support
the prior ratings.  As of the August 2007 remittance period,
series 2001-4 had experienced cumulative losses totaling $9.40
million, or 4% of its original pool balance.  Total delinquencies
and severe delinquencies (90-plus days, foreclosures, and REOs)
constituted 26.43% and 13.33% of the current pool balance,
respectively.
     
The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.  Credit support for
this transaction is derived from a combination of subordination,
excess interest, and overcollateralization.
     
S&P removed the rating on class B from CreditWatch because it was
lowered to 'CCC'.  According to Standard & Poor's surveillance
practices, ratings lower than 'B-' on classes of certificates or
notes from RMBS transactions are not eligible to be on CreditWatch
negative.
     
The collateral backing the certificates originally consisted of
subprime fixed- and adjustable-rate, first-lien mortgage loans
with terms of maturity of no more than 30 years.

                       Rating Lowered    

                Aames Mortgage Trust 2001-4

                                Rating
                                ------                      
            Class      To                 From
            -----      --                 ----
            M-2        BB                 A+

     Rating Lowered and Removed from Creditwatch Negative

                  Aames Mortgage Trust 2001-4

                                 Rating
                                 ------
              Class      To                 From
              -----      --                 ----
              B          CCC                BB/Watch Neg

                       Ratings Affirmed
  
                 Aames Mortgage Trust 2001-4

                    Class          Rating
                    -----          ------
                    A4             AAA
                    M1             AA+


ABN AMRO: Stable Credit Support Cues S&P to Affirm Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
B-2 certificates from ABN AMRO Mortgage Corp.'s series 2002-9.  
Simultaneously, S&P affirmed its ratings on the remaining 136
classes from nine ABN AMRO Mortgage Corp. transactions.
     
The upgrade of the B-2 class from series 2002-9 reflects a
significant increase in credit support to the subordinate class
due to the paydown of the senior classes, combined with the
shifting interest feature of the transaction and very low losses.  
The affirmations on the remaining classes reflect stable credit
support percentages, very low losses, and rapid prepayments.  
Subordination provides credit support for the ABN AMRO
transactions.
     
As of the Aug. 25, 2007, distribution date, total delinquencies
ranged from 0% (various series) to 1% (series 2003-8), and serious
delinquencies ranged from 0% (various series) to 0.48% (series
2003-5) of the current pool balances. Cumulative losses ranged
from 0% (various series) to 0.02% (series 2002-10) of the original
pool balances.
     
The transactions are backed by 15- and 30-year fixed- and
variable-rate mortgage loans secured by first liens on owner-
occupied, one- to four-family residential properties.

                         Rating Raised
   
                    ABN AMRO Mortgage Corp.
              Mortgage pass-through certificates
    
                                   Rating
                                   ------
               Series   Class   To         From
               ------   -----   --         ----
               2002-9   B-2     AA         A+

                        Ratings Affirmed
   
                    ABN AMRO Mortgage Corp.
              Mortgage pass-through certificates
    
  Series   Class                                       Rating
  ------   -----                                       ------
  2002-9   A-3, A-4, A-25, A-30, A-P, A-X, M           AAA
  2002-9   B-1                                         AA+
  2002-10  IA-1, IA-2, IA-3, IA-4, IA-6, IA-8          AAA
  2002-10  IA-25, IA-26, IA-X, IIA-1, IIA-2            AAA
  2002-10  IIA-3, IIA-X, A-P, M                        AAA
  2002-10  B-1                                         AA+
  2002-10  B-2                                         A-
  2003-1   A-1, A-2, A-3, A-4, A-P, A-X, M             AAA
  2003-1   B-1                                         AA
  2003-1   B-2                                         BBB+
  2003-1   B-3                                         BBB
  2003-1   B-4                                         BB+
  2003-2   IA-1, IA-2, IA-3, IA-4, IIA-1, IIA-2, A-P   AAA
  2003-2   A-X                                         AAA
  2003-2   M                                           AA+
  2003-2   B-1                                         AA
  2003-2   B-2                                         A-
  2003-2   B-3                                         BBB+
  2003-2   B-4                                         BB-
  2003-5   A-2, A-3, A-4, A-11, A-29, A-31             AAA
  2003-5   A-X, A-P, IIA-1, IIA-2, IIA-3, IIA-4        AAA
  2003-5   IIA-5, IIA-X, IIA-P                         AAA
  2003-5   M                                           AA+
  2003-5   B-1                                         A+
  2003-5   B-2                                         BBB
  2003-5   B-3                                         BB
  2003-5   B-4                                         B
  2003-7   A-1, A-2, A-3, A-4, A-5, A-6, A-P, A-X      AAA
  2003-7   M                                           AA
  2003-7   B-1                                         A
  2003-7   B-2                                         BBB
  2003-7   B-3                                         BB
  2003-7   B-4                                         B
  2003-8   A-1, A-2, A-3, A-4, A-8, A-12, A-13, A-18   AAA
  2003-8   A-19, A-20, A-21, A-22, A-23, A-24, A-25    AAA
  2003-8   A-26, A-29, A-30, A-P, A-X                  AAA
  2003-8   M                                           AA
  2003-8   B-1                                         A-
  2003-8   B-2                                         BBB-
  2003-9   A-1, A-2, A-3, A-4, A-5, A-6, A-P, A-X      AAA
  2003-9   M                                           AA
  2003-9   B-1                                         A
  2003-9   B-2                                         BBB
  2003-9   B-3                                         BB
  2003-9   B-4                                         B
  2003-11  A-1, A-2, A-3, A-4, A-5, A-7, A-8           AAA
  2003-11  A-9, A-11, A-12, A-13, A-14, A-P            AAA
  2003-11  M                                           AA
  2003-11  B-1                                         A+
  2003-11  B-2                                         BBB+
  2003-11  B-3                                         BB
  2003-11  B-4                                         B


AEGIS MORTGAGE: Inks $500,000 Loan Business Sale with Selene
------------------------------------------------------------
Aegis Mortgage Corporation and its debtor-affiliates delivered
to the U.S. Bankruptcy Court for the District of Delaware an
asset purchase agreement dated Sept. 7, 2007, between Aegis
Mortgage Corporation and Selene Ventures LLC.

Pursuant to the APA, in exchange for a $500,000 consideration,
the Debtors will sell assets used in their loan servicing
operations to Selene, subject to higher and better offers in
auction.

The Debtors set Sept. 17, 2007, as auction date.  The Debtors
may also seek the Court's approval of the sale of their loan
servicing assets to Selene tomorrow, September 19, should no
other parties submit definitive bids.

The Purchased Assets will include the assets owned by the
Debtors, used primarily in connection with the servicing of loans
from their facilities located at 3250 Briarpark, Suite 400 and
9990 Richmond, both in Houston, Texas.

The Purchased Assets will include:

    -- the assets owned by Aegis and used primarily in connection
       with servicing loans;

    -- all of the issue and outstanding stock of Aegis Loan
       Servicing, LP;

    -- all of the issued and outstanding stock of AMC Insurance,
       including, to the extent transferable and assignable under
       applicable law solely by virtue of the transfer of the
       stock, all of the subsidiary's licenses to underwrite and
       sell insurance policies; and

    -- all documentation and files relating to the Mortgage and
       Insurance Licenses, and bonds for entities that are
       part of the transaction as expeditiously as possible.

Selene will offer employment, effective on the closing, to not
less than 25 employees currently employed in the Debtors' loan
servicing business for at least six months.

Pursuant to the APA, the Debtors will assume and assign these
contracts to Selene:

     * IVR (I3) Telephone and dialer Contract;

     * Document Imaging (File NET) Contract; and

     * Ocwen Technology Xchange, Inc. (OXT) Contract for an
       application service on a residential service platform.

The Debtors and Selene agree to a closing date of not later than
September 26, 2007.

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

                http://researcharchives.com/t/s?2371

Headquartered in Houston, Texas, Aegis Mortgage Corporation --
http://www.aegismtg.com/-- offers a variety of mortgage loan
products to brokers through its subsidiaries.

The company together with 10 affiliates filed for chapter 11
protection on Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119)
Curtis A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones,
Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl,
Young, Jones and Weintraub, L.L.P., serve as counsel to the
Debtors.  When the Debtors filed for bankruptcy, they
listed assets and debts of more than $100 million.

The Debtors' exclusive period to file a plan expires on
Dec. 11, 2007.  Aegis Bankruptcy News, Issue No. 5, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/       
or 215/945-7000).


AEGIS MORTGAGE: U.S. Trustee Amends Committee Appointment
---------------------------------------------------------
Kelly Beaudin Stapleton, United States Trustee for Region 3,
amended the membership of the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Aegis Mortgage Corporation
and its debtor-affiliates, to include First Advantage Credco:

    a) First Advantage Credco.
       Attn: Carol White
       12395 First American Way
       Poway, California 92126
       Tel: (619) 938-7341
       Fax: (800) 998-4747

    b) Credit Suisse First Boston Mortgage Capital LLC
       Attn: Didier Siffer
       Eleven Madison Avenue
       New York, New York 10010-3629
       Tel: (212) 325-7418
       Fax: (212) 325-0304

    c) UBS Real Estate Securities Inc.
       Attn: Peter Chudy
       1251 Avenue of the Americas
       New York, New York 10020
       Tel: (212) 713-8501
       Fax: (212) 713-1153

Andrew R. Vara, assistant U.S. Trustee, informed the U.S.
Bankruptcy Court for the District of Delaware that Aurora Loan
Services, LLC, resigned from the Creditors Committee.  Mr. Vara
did not disclose the reasons for Aurora's resignation.

Headquartered in Houston, Texas, Aegis Mortgage Corporation --
http://www.aegismtg.com/-- offers a variety of mortgage loan
products to brokers through its subsidiaries.

The company together with 10 affiliates filed for chapter 11
protection on Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119)
Curtis A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones,
Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl,
Young, Jones and Weintraub, L.L.P., serve as counsel to the
Debtors.  When the Debtors filed for bankruptcy, they
listed assets and debts of more than $100 million.

The Debtors' exclusive period to file a plan expires on
Dec. 11, 2007.  Aegis Bankruptcy News, Issue No. 5, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/       
or 215/945-7000).


ANVUI LLC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Anvui, L.L.C.
        fdba Hannah's Restaurant
        dba Hannah's Neighborhood Bistro
        1050 South Rampart Boulevard
        Las Vegas, NV 89145

Bankruptcy Case No.: 07-15836

Chapter 11 Petition Date: September 14, 2007

Court: District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Terry V. Leavitt, Esq.
                  601 South 6th Street
                  Las Vegas, NV 89101
                  Tel: (702) 385-7444
                  Fax: (702) 385-1178

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
   ------                      ---------------       ------------
G.L. Dragon                    Lawsuit                 $1,300,000
Robert Eng
2877 Paradise Road,
Suite 2401
Las Vegas, NV 89109

Nevada Department of           Sales and Use Tax         $220,000
Taxation
1550 College Parkway,
Suite 115
Carson City, NV 89706-7937

Business Financial Services    Business Loan             $210,000
3111 North University Drive,
Suite 800
Pompano Beach, FL 33065

Snell & Wilmer                 Services                  $108,000

Rewards Network                Services                   $87,818

Venture Bank/Advance           Services                   $24,000
Restaurant Finance

Melissa's                      Services                   $18,897

Classic Parking of Nevada,     Services                   $17,389
Inc.

Southern Wine                  Services                   $13,840

Premier Meat Company           Services                   $12,516

Showa Marine                   Services                    $9,217

Health Plan of Nevada/         Insurance                   $8,000
Sierra Health

U.S. Foods                     Services                    $7,095

944 Magazine                   Advertising                 $7,004

Brand, Ltd.                    Services                    $7,000

Preferred Public Relations     Services                    $6,576
and Marketing

Triad Leasing and Financial,   Services                    $5,100
Inc.

Las Vegas Parking              Services                    $4,800

Nevada Linen                   Services                    $4,132

Sysco                          Services                    $4,000


APOLLO ANTENNA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Apollo Antenna Sales, Inc.
        dba Apollo Spas
        dba Apollo Plastics
        North 720 Fancher
        Spokane, WA 99212

Bankruptcy Case No.: 07-02991

Chapter 11 Petition Date: September 12, 2007

Court: Eastern District of Washington (Spokane/Yakima)

Judge: Patricia C. Williams

Debtor's Counsel: Kevin ORourke, Esq.
                  Southwell & O'Rourke
                  421 West Riverside Avenue, Suite 960
                  Spokane, WA 99201
                  Tel: (509) 624-0159
                  Fax: (509) 624-9231

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

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


ARCADIA RESOURCES: Completes Sale of Florida & Colorado Assets
--------------------------------------------------------------
Arcadia Resource, Inc. disclosed on Thursday that it completed the
sale of its Durable Medical Equipment locations in Florida and
Colorado to Aerocare Holdings Inc. in two separate transactions
for total cash proceeds of $7.7 million.  In connection with the
transactions, Arcadia will retain the accounts receivable relating
to services provided at these sites prior to Aug. 16, 2007,
totaling approximately $7.0 million.

After using part of the proceeds to reduce debt and other
obligations by approximately $4.3 million, Arcadia will have
approximately $10.0 million (including the balance of the purchase
price and the expected collection of the remaining accounts
receivable) to support its on-going operations and further develop
its DailyMed(TM) product offering.  Aerocare held back $750,000
for 12 months to secure Arcadia's obligations.

As part of the transaction, Arcadia and Aerocare Holdings have
also agreed to negotiate a DailyMed(TM) co-marketing agreement for
all of Aerocare's locations nationwide within the next 90 days.

"This transaction is a significant step towards meeting our goal
of reducing debt, increasing our cash position, investing in our
DailyMed(TM) initiatives and generating positive EBITDA and
operating cash flow beginning in October 2007, our fiscal 2008
third quarter," said Arcadia's chief executive officer Marvin
Richardson.  "Even after paying down certain liabilities and a
portion of our debt, the combination of the cash proceeds from the
sale and the expected collection of the accounts receivable we
retained, should provide us with approximately $10.0 million to be
used to support on-going operations and growth initiatives,"
continued Richardson.

The agreement for the sale of the Florida operations includes
certain obligations by Arcadia to compensate the buyer if the
federal government enacts legislation that would reduce the
Medicare rental oxygen reimbursement time period to less than 36
months in calendar years 2008 or 2009.  The amount due the buyer
would depend on the number of months that the new legislation
would provide for reimbursement, and the maximum amount would be
$1.0 million if the number of months is reduced to 18 months or
lower.

With the completion of these transactions, Arcadia's remaining DME
operations will consist of 22 DME locations in states other than
Florida and Colorado, which generate approximately $24.0 million
in gross revenues and contribute positively to Arcadia's EBITDA.

     Arcadia Negotiates an Expanded Co-marketing Relationship

In conjunction with the sale of the Florida DME subsidiary,
Aerocare has agreed to negotiate a co-marketing relationship for
Arcadia's core product offering of DailyMed(TM).  The agreement is
to be negotiated within 90 days of the closing of the sale on
mutually agreeable terms.  Arcadia expects to leverage the
previously owned locations along with current Aerocare locations
to increase market penetration of DailyMed(TM), Arcadia's
compliance packaging pharmacy offering, which will improve
medication administration and safety for Aerocare's customers.

                    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.

                     Going Concern Doubt

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.


ASPEN EXECUTIVE: Case Summary & 25 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Aspen Executive Air, L.L.C.
        aka AEXJet
        361 Southside Drive
        Basalt, CO 81621

Bankruptcy Case No.: 07-11341

Type of business: The Debtor is a private jet travel company.
                  See http://www.aexjet.com/

Chapter 11 Petition Date: September 14, 2007

Court: District of Delaware (Delaware)

Debtor's Counsel: Laura Davis Jones, Esq.
                  Pachulski, Stang, Ziehl & Jones, L.L.P.
                  919 North Market Street, 17th Floor
                  Wilmington, DE 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 25 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
J.L.T. Aicraft Holding         Judgment Creditor-     $19,834,442
Company, L.L.C.                aircraft lease
10 River Park Plaza,           obligations
Suite 800
St. Paul, MN 55107
Tel: (651) 641-1111
Fax: (651) 641-1244

Walker Aicraft, L.L.C.         Judgment Creditor-     $11,206,764
10 River Park Plaza,           aircraft lease
Suite 800                      obligations
St. Paul, MN 55107
Tel: (651) 641-1111
Fax: (651) 641-1244

Flight Safety International,   trade & services          $300,847
Inc.
P.O. Box 75691
Charlotte, NC 18175

Pratt & Whitney Canada Corp.   trade & services          $167,554
P.O. Box 730011
Dallas, TX 75373-730011

Desert Champions, L.L.C.       trade & services          $125,000

Mendel Blumenfeld, P.C.        trade & services          $117,825

Honeywell                      trade & services          $101,275

Gulfstream/GENDYN              trade & services           $82,585

Jet Support Services, Inc.     trade & services           $50,428

C.A.E. Simuflite, Inc.         trade & services           $44,210

Universal Weather &            trade & services           $38,976
Aviation, Inc.

Wodd Fuel Services, Inc.       trade & services           $38,329

Trajen F.B.O. Network          trade & services           $34,141

Premium Assignment Corp.       trade & services           $30,871

First Flight                   trade & services           $28,310

B.C.O.M. Air, L.L.C.            trade & services           $27,472

Landmark Aviation/Garrett      trade & services           $25,110
Aviation, Inc.

Aspen Art Museum               trade & services           $25,000

Wachovia Financial             trade & services           $21,144

Beverage Bistro                trade & services           $20,709

Phoenix Fuel, L.L.C.           trade & services           $27,560

Aspen Magazine                 trade & services           $14,119

International Jet Aviation     trade & services           $26,871

Milion Air Dallas              trade & services           $25,734

Colt International             trade & services           $17,341


BALLANTYNE RE: Market Losses Cues S&P to Cut BBB+ Rating to B-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its subordinated debt
ratings on Ballantyne Re plc's Class B-1 and B-2 notes to 'B-'
from 'BBB+'.  At the same time, the ratings have been placed on
CreditWatch with negative implications.
      
"This action was taken in response to the mark-to-market losses
experienced in the collateral accounts relating to the recent
spread widening on fixed-income assets," said Standard & Poor's
credit analyst Gary Martucci.  Securities in the surplus account
are the source of funds to make payments on the Class-B notes as
well as payments under the reinsurance agreement.  The
transaction provides reinsurance to Scottish Re (U.S.) Inc., the
ceding insurer.
      
"Despite the devaluation, we believe the securities in the
collateral account currently generate sufficient cash flow under
stressed scenarios to make principal and interest payments on the
Class-B notes," Mr. Martucci added.  The fair-market value
triggers in the indenture prohibit the payment of principal and
interest on the Class-B notes.  As a result of this deficiency,
the Class-B notes did not make the scheduled September payment.
     
Most of the decline in the market value of the assets in the
excess, additional funding, and surplus accounts can be attributed
to RMBS and ABS securities securitized with subprime and Alt-A
mortgages and Home Equity Lines of Credit.  The value of these
securities has declined in the past several months due to spread
widening, though none of the assets in the collateral
account has failed to make a scheduled payment to date.  

Standard & Poor's views this as a technical default, and, over
time, we believe the potential exists for the Class-B noteholders
to receive all deferred payments and eventually, all payments due
them under the terms of the indenture.
     
The notes were placed on CreditWatch negative because additional
market declines will put additional stress on the structure and
delay the repayment of the deferred amounts.   Standard & Poor's
will monitor the developments in the assets values in the accounts
and determine if any future ratings actions are warranted on any
notes issued by Ballantyne Re.


BALLY TOTAL: Bankruptcy Court Confirms Plan of Reorganization
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has entered an order confirming Bally Total Fitness Holding
Corporation's Amended Prepackaged Chapter 11 Plan of
Reorganization.

With this action, Bally expects to emerge from Chapter 11 by the
end of September 2007 and move forward with the restructuring
arrangements funded by Harbinger Capital Partners Master Fund I,
Ltd. and Harbinger Capital Partners Special Situations Fund L.P.

At the hearing, the Court ruled that Bally had met all of the
statutory requirements to confirm its Plan.  The Plan will become
effective, and the company will emerge from Chapter 11 as a
private company, once all conditions to funding of the Harbinger
proposal are satisfied.

"The Court's confirmation of our Plan paves the way for our
emergence from Chapter 11 and we look forward to a rejuvenated
Bally Total Fitness under Harbinger's leadership," Don R.
Kornstein, Interim Chairman and Chief Restructuring Officer of
Bally Total Fitness, said.  "We will exit bankruptcy as a stronger
company, with a capital structure that will enable us to increase
our level of investments in our clubs and pursue other initiatives
to add value for our members."

Under its proposal Harbinger would invest approximately
$233.6 million in exchange for 100% of the common equity of
reorganized Bally.  Under the Harbinger proposal:

   * The Senior Noteholders will receive new Senior Second Lien
     Notes bearing at 13% as well as a consent fee equal to 2%   
     of the face value of their Notes.

   * Subordinated Noteholders will receive an immediate cash
     payment of $123.5 million in the aggregate, with the
     remaining balance of the Subordinated Notes to be
     satisfied through the issuance of approximately
     $200 million in new subordinated notes of reorganized
     Bally.  The annual interest rate payable under the new
     subordinated notes will be 15-5/8% as the payment-in-kind
     interest rate and 14% as the cash pay interest rate.

   * Existing Bally shareholders and holders of certain equity-
     related claims will receive an aggregate distribution of
     $16.5 million as soon as practicable after the company can
     determine the maximum amount of the equity-related claims.   
     That determination cannot be made until after the Oct. 31,
     2007, deadline for submission of proofs of claim for
     equity-related claims, and may require court approval.

In the event the transaction with Harbinger is not consummated,
the company can consummate the restructuring in the original plan
sponsored by Tennenbaum Capital Partners, LLC, Goldman, Sachs &
Co. and Anschutz Investment Company upon the satisfaction of
certain conditions.

A redlined copy of the company's Modified First Amended Plan is
available for free at: http://ResearchArchives.com/t/s?2370

                   About Bally Total Fitness

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

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  On Aug. 13, 2007, they filed an
Amended Joint Prepackaged Plan and on Aug. 17 filed a Modified
Amended Prepackaged Plan.


BAUSCH & LOMB: Sets Special Shareholders' Meeting for Sept. 21
--------------------------------------------------------------
Bausch & Lomb Inc. will convene a special meeting of shareholders
at 10 a.m. on Sept. 21, 2007, at the Bausch Ballroom of Clarion
Hotel Riverside at 120 East Main Street in Rochester, New York.

Bausch & Lomb shareholders of record as of the close of
business on Aug. 10, 2007, will be entitled to vote at the
special meeting.

                 Foreign Regulatory Approvals

On Aug. 31, 2007, the proposed merger of B&L and WP Prism Merger
Sub Inc., an affiliate of Warburg Pincus LLC, satisfied the
requirements under Chinese competition laws.   On Aug. 21, 2007,
the company received an unconditional approval decision from the
Turkish Competition Board relating to the merger.

As reported in the Troubled Company Reporter on May 17, 2007,
Bausch & Lomb Inc. entered into a definitive merger agreement with
affiliates of Warburg Pincus, the global private equity firm, in a
transaction valued at approximately $4.5 billion, including
approximately $830 million of debt.

Under the terms of the agreement, affiliates of Warburg Pincus
will acquire all of the outstanding shares of Bausch & Lomb common
stock for $65 per share in cash.

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

                          *     *     *

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

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

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

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


BOISE CASCADE: Moody's Affirms Corporate Family Rating at Ba3
-------------------------------------------------------------
Moody's affirmed the ratings (CFR Ba3) of Boise Cascade, LLC after
its recent announcement that the company entered into a purchase
and sale agreement with Aldabra 2 Acquisition Corporation for the
sale of Boise Cascade's paper, packaging, and newsprint segments
for $1.63 billion.  The transaction is subject to customary
closing conditions as well as the approval of Aldabra's
stockholders and the receipt of debt financing on terms and
conditions to be approved by Aldabra's and Boise Cascade's
respective board of directors.  The outlook is stable.

The affirmation reflects the anticipated improvements to the
company's credit metrics though offset by the reduced business
diversification.  Boise Cascade will still maintain a strong size
with annual sales of about $3.4 billion; however, Moody's now
views the company as operating in only one segment, wood-based
building products.  The company's size and lack of product and
geographic diversification is consistent with a B rated paper and
forest products company.

The timing of the transaction and amount of potential debt
reduction is unclear at this time; however, Moody's believes
credit metrics could improve following the transaction close. At
the same time, the potential for significant debt reduction is
mitigated by the continuing weak housing environment in North
America.  The company is now more exposed to the volatile wood
products business, which will pressure the company's credit
profile over the near term.

Mitigating this risk will be the counter-cyclical nature of
working capital within the distribution business and the ability
of the company to generate cash flow in a downturn. Moody's
believes the operating performance of the distribution business
will generate low single-digit EBITDA margins, but those margins
will remain relatively stable over the long-term.

Moody's believes Boise Cascade will generate debt protection
measures consistent with its Ba3 rating through the business cycle
and have a solid liquidity profile.  Moody's expects that the
company will enter into a new revolving credit facility upon
closing of the transaction.  However, the ratings are tempered by
significant competitive pressures, private equity ownership (the
potential for capital outlays and/or distributions), and event
risk within the paper and forest products industry.

Ratings Affirmed:

-- Corporate family rating; Ba3
-- Probability of default rating; Ba3
-- Senior secured term loan; Ba2 (LGD3, 39%)
-- Delayed Draw term loan; Ba2 (LGD3, 39%)
-- Revolving credit facility; Ba2 (LGD2, 39%)
-- Senior unsecured notes; B1 (LGD5, 75%)
-- Senior subordinated notes; B2 (LGD6, 91%)
-- Speculative grade liquidity rating; SGL-2

Boise Cascade, LLC, headquartered in Boise, Idaho, is a private
company that distributes building materials and manufactures paper
and wood products.  The company operates a national wholesale
distributor business with 30 distribution facilities and produces
uncoated free sheet paper, packaging and newsprint, and engineered
wood products.  The majority of Boise is owned and controlled by
Madison Dearborn Partners, LLC with minority positions owned by
OfficeMax and management.


CABLEVISION SYSTEMS: Sets Shareholders' Meeting for Oct. 24
-----------------------------------------------------------
Cablevision Systems Corp. will convene a special meeting of
stockholders to be held on Oct. 24, 2007 at 11:00 a.m., New York
time, at its corporate headquarters building at 1111 Stewart
Avenue in Bethpage, New York.

At the special meeting, shareholders must consider and vote upon a
proposal to adopt and approve the Agreement and Plan of Merger,
dated as of May 2, 2007, by and among Cablevision Systems
Corporation, Central Park Holding Company, LLC (an entity
organized by certain members and affiliates of the Dolan family)
and Central Park Merger Sub, Inc. (a wholly-owned subsidiary of
Central Park Holding Company, LLC formed to effect the merger and
related transactions).  

As reported in the Troubled Company Reporter on May 3, 2007,
Cablevision Systems Corporation has agreed to be taken private by
an entity created by members of the Dolan Family Group, pursuant
to which all outstanding shares of Cablevision that the Dolan
Family Group does not already own will be converted into $36.26
per share in cash.  The transaction values Cablevision at a total
enterprise value of approximately
$22 billion.

The merger agreement, the company says, includes a "majority of
the minority" provision, which requires a majority of the
outstanding Class A shares not held by the Dolan Family Group or
Cablevision's directors and executive officers to approve the
transaction.

                    About Cablevision Systems

Headquartered in Bethpage, New York, Cablevision Systems
Corporation (NYSE:CVC) -- http://www.cablevision.com/-- is an  
entertainment and telecommunications company.  Its cable
television operations serve more than 3 million households in the
New York metropolitan area.  The company's advanced
telecommunications offerings include: Interactive Optimum digital
television, Optimum Online high-speed Internet, Optimum Voice
digital voice-over-cable, and its Optimum Lightpath integrated
business communications services.

At June 30, 2007, Cablevision Systems Corporation's balance sheet
showed a stockholders' deficit of $5 billion, compared to a
stockholders' deficit of $5.3 billion at Dec. 31, 2006.


CALEDONIA MINING: Earns CDN$238,000 in Quarter Ended June 30
------------------------------------------------------------
Caledonia Mining Corp. reported net income of CDN$238,000 in the
three months ended June 30, 2007, a reversal of the
CDN$2.9 million net loss reported in the same period last year,
mainly due to a foreign exchange gain of approximately
CDN$2.0 million.  This foreign exchange gain was mainly due to  
the revision in the rate of exchange announced by the Reserve Bank
of Zimbabwe on April 26, 2007.  

Results for the quarter ended June 30, 2007, includes a loss from
discontinued operations of CDN$126,000 representing the holding
costs of Barbrook and Eersteling.  Barbrook Mine and Eersteling
Gold Mine have been put up for sale and are thus presented as
assets for sale in the consolidated financial statements.

For the quarter ended June 30, 2007, Caledonia reported revenue of
CDN$1.5 million from the Blanket gold mine, on sales of 2,922
ounces of gold.  The company reported CDN$0 revenue in 2006.    

Gold production for the quarter was 2,672 ounces.  Production was
affected by the planned shut down of No.4 shaft for refurbishment,
which is part of the planned expansion, and the lower than
anticipated grades from underground.

Commenting on the results, Stefan Hayden, president and chief
executive officer, said "I am pleased to report that the Blanket
mine continued operations throughout the quarter, despite the
tough operating conditions in Zimbabwe, the cashflow issues faced
by other gold producers and the planned expansion.  

"Production of 2,672 ounces of gold was below the plan due to the
lower than anticipated grades from underground, however the
metallurgical plant and the Sands plant performed well.    
Underground production has since resumed and we are targeting a
return to 600 tonnes a day, depending on the reliability of power
supply.

"Operating conditions continue to remain challenging in Zimbabwe,
however if the situation does not deteriorate further, we
anticipate completing the shaft expansion by the end of the fourth
quarter and making-up a portion of the reduced second quarter
production during the second half of the year.

"The drilling program at Nama continues, with drill cores
currently being assayed.  These results will be evaluated during
the third quarter and we anticipate announcing further NI43-101
results by the fourth quarter.  Metallurgical testwork on product
specification for a cobalt hydroxide is nearly complete and we
hope to announce these results before year-end as well.

"Unfortunately we do not have any concrete updates on the sale
negotiations of the Barbrook and Eersteling mines, however we do
continue to negotiate with a number of interested parties.  
Clearly this sale process is taking a long time and we are aiming
to conclude a transaction by the end of the third quarter."

As of June 30, 2007, the company had a working capital surplus of
CDN$2.3 million.  As at the end of the 2nd quarter, $413,000 was
owed by the Reserve Bank of Zimbabwe for gold sold, $280,000 was
received 3 days after the quarter closed and as at Aug. 7, 2007,
$244,000 was overdue for payment.

At June 30, 2007, the company's consolidated balance sheet showed
CDN$28.2 million in total assets, CDN$3.4 million in total
liabilities, and CDN$24.8 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2356

                      Going Concern Doubt

BDO Dunwoody LLP's audit report of Caledonia Mining Corp.'s
consolidated financial statements for the years ended Dec. 31,
2006, and 2005, is expressed in accordance with Canadian reporting
standards which do not require a reference in the auditor's report
to events and conditions which cast doubt on the company's ability
to continue as a going concern in the auditors' report when these
are adequately disclosed in the financial statements.

The company's ability to continue as a going concern is dependent
upon attaining profitable operations, realizing proceeds from the
disposal of mineral properties and obtaining sufficient financing
to meet its liabilities, its obligations with respect to operating
expenditures and expenditures required on its mineral properties.

Since inception from February 1992, Caledonia has recorded a loss
in every year except 1994 and 2000.  As at June 30, 2007, the
consolidated accumulated deficit was CDN$171.2 million.

                      About Caledonia Mining

Caledonia Mining Corporation (TSX: CAL) (OTC BB: CALVF) (AIM:
CMCL) -- www.caledoniaminin.com -- is a Canadian registered
mining, exploration and development corporation that owns a
diversified portfolio of carefully selected, high quality mines
and exploration properties in Southern Africa and Canada.

In June 2006 Caledonia acquired the Blanket Mine in Zimbabwe from
Kinross Gold Corporation of Toronto.  Caledonia's two South
African gold mines, Barbrook Mine and Eersteling Gold Mine, are
both currently on care-and-maintenance and were put up for sale in
December 2006.


CALLIDUS DEBT: S&P Puts Preliminary BB Rating on $13 Mil. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Callidus Debt Partners CLO Fund VI Ltd./Callidus Debt
Partners CLO Fund VI Inc.'s $378 million floating-rate notes due
October 2021.
     
The preliminary ratings are based on information as of
Sept. 14, 2007.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.
     
The preliminary ratings reflect:

     -- The expected commensurate level of credit support in
        the form of subordination to be provided by the notes
        junior to the respective classes, and by the equity and
        overcollateralization;

     -- The cash flow structure, which was subjected to various
        stresses requested by Standard & Poor's; and

     -- The transaction's legal structure, including the
        issuer's bankruptcy remoteness.

                   Preliminary Ratings Assigned
     Callidus Debt Partners CLO Fund VI Ltd./Callidus Debt
                   Partners CLO Fund VI Inc.
   
              Class            Rating      Amount
              -----            ------      ------
              A-1T             AAA       $279,000,000
              A-1D             AAA        $25,000,000
              A-2              AA         $23,000,000
              B                A          $17,500,000
              C                BBB        $20,500,000
              D                BB         $13,000,000
              Income notes     NR         $25,500,000

                          NR — Not rated.


CALPINE CORP: Disclosure Statement is Misleading, Rosetta Says
--------------------------------------------------------------
Rosetta Resources Inc. filed an objection with the bankruptcy
court on Sept. 14, 2007, opposing Calpine Corp.'s proposed First
Amended Disclosure Statement for its pending Joint Plan of
Reorganization.

In its objection, Rosetta asserts that Calpine's proposed
disclosure statement should not be approved by the court because,
among other reasons, it contains misleading and factually
inaccurate descriptions of the July 2005 transaction by which
Calpine split off its remaining oil and gas business to Rosetta, a
Calpine-created entity, and of the claims Calpine has filed
against Rosetta purportedly arising from this transaction.  
Rosetta states that Calpine's "disclosure" with respect to the
Rosetta transaction amounts to little more than self-serving
conclusory allegations that are improperly portrayed as facts
rather than unsupported contentions that are disputed by Rosetta.

Rosetta's objection also asserts that the proposed disclosure
statement fails to disclose the nature and extent of any
investigation Calpine may have conducted before proposing to
release any and all claims the Calpine bankruptcy estate may hold
against Calpine's board of directors, officers and professional
advisers arising from their respective involvement in the
conception, structuring and implementation of the Rosetta
transaction.  Rosetta argues that Calpine's own statements
regarding the misconduct of these persons as set forth in the
proposed disclosure statement and in Calpine's complaint against
Rosetta cannot be reconciled with the broad releases Calpine
proposes to provide for its officers, directors and professionals.  
Rosetta asserts that, at a minimum, Calpine should provide
additional disclosure of the nature and extent of the
investigation it conducted regarding the actions of these persons
and the analysis underlying Calpine's conclusion that the broad
releases of these persons from any and all claims are appropriate,
notwithstanding its own allegations of breaches of fiduciary duty
and mismanagement by these persons in connection with the Rosetta
transaction.

In addition, Rosetta's objection asserts that:

   * Calpine's disclosure statement is inadequate because it
     fails to inform creditors that the full payment of their
     claims under Calpine's proposed plan is not in any way
     dependant on its obtaining any recovery from Rosetta and,
     in fact, the full satisfaction of creditor claims will
     preclude further assertion of this claim as a matter of    
     law.

   * The disclosure statement fails to warn Calpine's
     prepetition shareholders that they are not entitled to any
     benefit from Calpine's purported fraudulent transfer
     claims against Rosetta, since fraudulent transfer is a
     remedy that is available only to protect the interests of
     creditors, but that as a result of the contemplated full
     payment to creditors under Calpine's proposed plan, its
     prepetition shareholders will bear all of the substantial
     costs associated with Calpine's decision to pursue these
     claims, despite its full payment plan and the fact the
     prepetition shareholders may not share in any recovery.

   * Calpine's disclosure statement mischaracterizes the
     Rosetta transaction as an "insider transaction" when, in
     fact, Rosetta was controlled by Calpine prior to the
     Rosetta transaction and, at all relevant times after the
     Rosetta transaction, by unrelated third-party investors.     
     The Rosetta transaction was structured and approved by
     Calpine's board of directors and management, based on the
     advice of a variety of internationally recognized
     financial and legal investment advisers.  Additionally,
     Calpine touted the experience and expertise of its Calpine
     Natural Gas management team as an intangible value in
     attracting the unrelated investors and lenders that
     provided the debt and equity to Rosetta that led to the
     $1.05 billion cash purchase price and other consideration
     demanded by Calpine to complete the Rosetta
     transaction.

   * While Rosetta strongly disputes Calpine's statements
     regarding the propriety of the Rosetta transaction and
the          
     actions of Calpine's officers, directors and
     professionals, Calpine's statements, if true, state a
     claim for breach of fiduciary duty and mismanagement by
     Calpine's directors and officers in having approved and
     consummated the Rosetta transaction, which claim it
     improperly released under Calpine's proposed plan.

   * Similarly, if Calpine's allegations in its fraudulent
     conveyance action are true, which Rosetta disputes, the
     Calpine directors and officers who entirely controlled and
     made all decisions related to the Rosetta transaction,
     without CNG management having any control or decision
     making authority for and on behalf of Calpine in this
     regard, misled Rosetta and its shareholders and induced
     them to participate in the Rosetta transaction by
     representing that Calpine was and would remain solvent.  
     Rosetta and its shareholders may, as a result, hold
     separate and distinct claims under federal securities
     laws, that they could assert against Calpine and its
     directors and officers.

   * Calpine's disclosure statement fails to address Rosetta's
     position that the Purchase Agreement is comprised of a
     number of interrelated agreements and, therefore that
     Calpine may not assume or reject the remaining unperformed
     portions of the Purchase Agreement without also assuming
     or rejecting the remainder of the other agreements entered
     into by the parties as part of the Purchase Agreement.  In
     addition, the disclosure statement fails to disclose that
     if Calpine elects to reject the remainder of the
     agreements, Rosetta has the right under section 365(i) of
     the Bankruptcy Code to elect to force Calpine to
     nonetheless convey the remaining properties in exchange
     for the payment by Rosetta of the balance of the purchase
     price.

"We object to approval of Calpine's Proposed Disclosure Statement
because it contains false and misleading descriptions of the
Rosetta transaction and the purported claims Calpine holds against
Rosetta," Charles Chambers, President and CEO of Rosetta
Resources, said.

Mr. Chambers emphasized that Rosetta believes Calpine's claims
against it are entirely devoid of merit and further points out
that Calpine's apparent effort to use its bankruptcy protection to
effectively attempt to renegotiate the terms of Rosetta's
acquisition of Calpine's oil and gas business and to thereby
obtain a monetary windfall for its shareholders is a misuse of the
legal process under circumstances where creditor claims will be
fully satisfied.  "We will continue to vigorously defend ourselves
from these baseless allegations," Mr. Chambers concluded.

                     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.


CAPITALSOURCE INC: Fitch Rates $250 Million Debentures at BB+
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to CapitalSource, Inc.'s
$250 million senior subordinated debentures issued on July 30,
2007.

The 7.25% notes are unsecured and will mature July 15, 2037.  
Prior to maturity, the notes can be converted, under certain terms
and conditions, into CapitalSource common stock.  The notes rank
equally with $499 million of subordinated debentures due in 2034,
which are also rated 'BB+' by Fitch.

Based in Chevy Chase, Maryland, CapitalSource operates as a real
estate investment trust and, via its commercial loan and
investment and residential mortgage investment businesses,
provides senior and subordinated commercial loans, engages in
asset management and servicing activities, invests in real estate
and residential mortgage assets.


CARBIZ INC: Closes $1 Million Trafalgar Capital Financing
---------------------------------------------------------
CarBiz Inc. has closed on an additional $1 million convertible
debenture financing with Trafalgar Capital Specialized Investment
Fund, Luxemburg that will assist in funding the expansion strategy
of its business.

The debenture bears an annual interest rate of:

   a. 12% compounded monthly from the date of issuance until
      CarBiz files a registration statement with the SEC
      registering certain of the shares of company common
      stock into which the debenture is convertible;

   b. 10% compounded monthly from the date the registration
      statement is filed until it is declared effective by the   
      staff of the SEC; and

   c. 8% per annum thereafter until the debenture is repaid in    
      full.

Subject to certain limitations, the debenture is convertible at
Trafalgar's option into common shares of CarBiz at a price per
share equal to the lesser of:

   -- an amount equal to $0.22, or

   -- an amount equal to 85% of the lowest daily closing bid
      price of the CarBiz's common shares, as quoted by
      Bloomberg LP, both for the five trading days immediately
      preceding the date of conversion.

The debenture contains certain liquidated damage provisions for
the failure to meet certain criteria regarding the registration of
the shares of company common stock into which the debenture is
convertible as set forth in the financing documents.

The debenture is also secured by all of the assets of CarBiz, with
Trafalgar having the ability to seize such assets in the case of
an event of default in accordance with the terms of the financing
documents.

In addition to the debenture, CarBiz issued to Trafalgar warrants
to purchase up to 2 million common shares of CarBiz at any time
until Aug. 31, 2010, with 1,000,000 shares subject to purchase at
$0.15 per share, and 1,000,000 shares subject to purchase at $0.22
per share, subject to adjustment under certain circumstances.

                       About CarBiz Inc.

Headquartered in Toronto, Ontario, Canada, CarBiz Inc. (OTCBB:
CBZFF) -- http://www.carbiz.com/-- provides software and services  
for car dealers.  CarBiz's software applications cover finance and
insurance, special financing, leasing, buy here-pay here, traffic
management, and accounting. Related services include software
training and consulting, software applications hosting, and
website design.  CarBiz also offers service contracts and extended
warranties through Heritage Warranty and car loans.  Carbiz serves
more than 3,000 dealers.

At April 30, 2007, the company's balance sheet showed total assets
of $1,922,316, total liabilities of $5,611,745, and minority
interest of $212,264, resulting in a total stockholders' deficit
of $3,901,693.


CDC MORTGAGE: Poor Collateral Prompts S&P to Lower Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 12
classes from four CDC Mortgage Capital Trust transactions - series
2002-HE3, 2003-HE1, 2003-HE2, and 2003-HE4.

Of the 12 lowered ratings, S&P removed six from CreditWatch with
negative implications.  Lastly, S&P affirmed its ratings on the
remaining nine classes from the same transactions.
     
The lowered ratings reflect the continuing deterioration of
collateral performance.  Credit support for these transactions is
derived from a combination of subordination, excess interest, and
overcollateralization.  Realized losses have consistently outpaced
excess spread and have eroded (or depleted) O/C to the extent that
credit support for these classes is no longer sufficient to
support the prior ratings.
     
As of the August 2007 remittance period, O/C for the pool backing
series 2002-HE3 had been depleted.  S&P lowered the rating on
class B-1 to 'D' due to principal write-downs in the previous two
months.  Cumulative realized losses reached $18.47 million, or
2.80% of the original pool balance.  Total delinquencies and
severe delinquencies (90-plus days, foreclosure, and REOs)
constitute 33.06% and 19% of the current pool balance,
respectively.
     
As of the August 2007 remittance period, cumulative realized
losses for the pool backing series 2003-HE1 had reached
$13.27 million, or 2.01% of the original pool balance.  Total and
severe delinquencies constitute 24.73% and 11.43% of the current
pool balance, respectively.
     
As of the August 2007 remittance period, the O/C for the pool
backing series 2003-HE2 had been reduced to $1.31 million, or
0.19% of the original pool balance.  Cumulative realized losses
reached $10.36 million, or 1.51% of the original pool balance.
Total and severe delinquencies constitute 34.88% and 24.93% of the
current pool balance, respectively.
     
As of the August 2007 remittance period, the O/C for the pool
backing series 2003-HE4 had been reduced to $1.25 million, or
0.16% of the original pool balance.  Cumulative realized losses
reached $11.89 million, or 1.56% of the original pool balance.  
Total and severe delinquencies constitute 28.25% and 19.92% of the
current pool balance, respectively.
     
S&P removed the rating on class B-1 from series 2003-HE1, class B-
3 from series 2003-HE2, and class B-3 from series 2003-HE4 from
CreditWatch because they were lowered to 'CCC'.  According to
Standard & Poor's surveillance practices, ratings lower than 'B-'
on classes of certificates or notes from RMBS transactions are not
eligible to be on CreditWatch negative.
     
The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.
     
The collateral backing these transactions consists of pools of
fixed- and adjustable-rate mortgage loans secured by first liens
on one- to four-family residential properties.

                        Ratings Lowered
  
                   CDC Mortgage Capital Trust

                                         Rating
                                         ------
        Series         Class      To               From
        ------         -----      --               ----
        2002-HE3       B-1        D                CCC
        2003-HE1       M-2        BBB              A
        2003-HE2       M-3        BBB              A-
        2003-HE2       B-1        BB               BBB+
        2003-HE2       B-2        B                BBB
        2003-HE4       B-1        BB               BBB+

     Ratings Lowered and Removed from Creditwatch negative
  
                   CDC Mortgage Capital Trust

                                         Rating
                                         ------
        Series         Class      To               From
        ------         -----      --               ----
        2002-HE3       M-2        BB           A/Watch Neg
        2003-HE1       M-3        BB           A-/Watch Neg
        2003-HE1       B-1        CCC          B/Watch Neg
        2003-HE2       B-3        CCC          BB/Watch Neg
        2003-HE4       B-2        B            BBB/Watch Neg
        2003-HE4       B-3        CCC          B/Watch Neg

                        Ratings Affirmed
  
                   CDC Mortgage Capital Trust

             Series           Class        Rating
             ------           -----        ------
             2002-HE3         M-1          AA+
             2003-HE1         M-1          AA+
             2003-HE2         M-1          AA+
             2003-HE2         M-2          A
             2003-HE4         A-1, A-3     AAA
             2003-HE4         M-1          AA
             2003-HE4         M-2          A
             2003-HE4         M-3          A-


CENVEO CORP: S&P Lifts Bank Loan Rating to BB from BB-
------------------------------------------------------
Standard & Poor's Ratings Services raised its bank loan rating on
Cenveo Corp.'s senior secured credit facilities to 'BB', from
'BB-'.  The recovery rating was revised to '1' from '2'.   The '1'
recovery rating indicates that lenders can expect very high (90%-
100%) recovery in the event of a payment default.

At the same time, Standard & Poor's affirmed its 'BB' bank loan
rating and '1' recovery rating due to the company's $100 million
senior secured term loan C add-on, issued in July to help fund the
acquisition of Madison/Graham ColorGraphics Inc.
     
S&P also affirmed the 'B+' corporate credit rating on Stamford,
Connecticut-based Cenveo Inc.  The outlook is positive.
     
"The ratings on Cenveo reflect its high leverage pro forma for
recent acquisitions, the likelihood of more debt-financed
acquisitions in the intermediate term, and its participation in
highly competitive and fragmented markets," said Standard & Poor's
credit analyst Emile Courtney.  "These factors are somewhat offset
by operating improvements in 2006 and the expectation of continued
growth in profitability and cash flow generation."


CHARTER COMMS: Amends Unit's Exchange 5.88% Senior Notes Offer
--------------------------------------------------------------
Charter Communications Inc. has amended and extended Charter
Communications Holding Company LLC, its subsidiary's exchange
offer for the company's outstanding 5.875% Convertible Senior
Notes due 2009.

Amendments include:

   -- adjustments to the coupon from 7% to 6.5% and to the
      initial conversion premium from 40% to 30% for the New
      Convertible Notes;  

   -- Charter Holdco will now accept for exchange any and all
      of the $413 million aggregate principal amount
      outstanding of Existing Convertible Notes; and

   -- the Expiration Date  and the period for the calculation
      of the 10-day VWAP have each been extended by one day.

As amended, Charter Holdco is offering up to $793 million
principal amount of the company's new 6.5% Convertible Senior
Notes due 2027, with an initial conversion premium of 30% to the
10-day VWAP in exchange for any and all of its $413 million
aggregate principal amount of Existing Convertible Notes.

The Exchange Offer is valid for Existing Convertible Notes
tendered for exchange and not validly withdrawn on or prior to
11:59 pm on Sept. 27, 2007.  The Exchange Offer was to expire at
11:59 pm on Sept. 26, 2007.

The exchange consideration for the Existing Convertible Notes will
be determined based on the average of the volume-weighted daily
price of Charter's Class A common stock for the ten consecutive
trading days ending Sept. 25, 2007, and will be in the form of New
Convertible Notes.

The amount of New Convertible Notes to be issued per Existing
Convertible Notes will vary based on the 10-day VWAP and will
range from approximately $1,111 to $1,924 per $1,000 principal
amount of Existing Convertible Notes.

If the 10-day VWAP is between two stock prices on the table, the
amount of New Convertible Notes to be issued per $1,000 principal
amount of Existing Convertible Notes will be determined by
straight-line interpolation between the amounts set forth for the
higher and lower stock prices.

   a) 10-day VWAP of Charter's Class A Common Stock: $2      
      Principal Amount of New Convertible Notes to be Issued
      per $1,000, Principal Amount of Existing Convertible
      Notes Tendered: $1,110.62
      Conversion Price: $2.60
      Conversion Rate:  384.6154

   b) 10-day VWAP of Charter's Class A Common Stock: $2.20  
Principal Amount of New Convertible Notes to be Issued  
      per $1,000 and Principal Amount of Existing Convertible
      Notes Tendered: $1,173.25
      Conversion Price: $2.86
      Conversion Rate: 349.6503

   c) 10-day VWAP of Charter's Class A Common Stock: $2.40  
Principal Amount of New Convertible Notes to be Issued
      per $1,000 and Principal Amount of Existing Convertible
      Notes Tendered: $1,239.65
      Conversion Price: $3.12
      Conversion Rate: 320.5128

   d) 10-day VWAP of Charter's Class A Common Stock: $2.60  
Principal Amount of New Convertible Notes to be Issued
      per $1,000 and Principal Amount of Existing Convertible
      Notes Tendered: $1,309.13
      Conversion Price: $3.38
      Conversion Rate: 295.8580

   e) 10-day VWAP of Charter's Class A Common Stock: $2.80   
      Principal Amount of New Convertible Notes to be Issued
      per $1,000 and Principal Amount of Existing Convertible
      Notes Tendered: $1,381.10
      Conversion Price: $3.64
      Conversion Rate:  274.7253

   f) 10-day VWAP of Charter's Class A Common Stock: $3     
Principal Amount of New Convertible Notes to be Issued
      per $1,000 and Principal Amount of Existing Convertible
      Notes Tendered: $1,451.68
      Conversion Price: $3.90
      Conversion Rate: 256.4103

   g) 10-day VWAP of Charter's Class A Common Stock:  $3.20  
      Principal Amount of New Convertible Notes to be Issued
      per $1,000 and Principal Amount of Existing Convertible  
      Notes Tendered: $1,521.73
      Conversion Price: $4.16
      Conversion Rate: 240.3846


   h) 10-day VWAP of Charter's Class A Common Stock: $3.40  
      Principal Amount of New Convertible Notes to be Issued
      per $1,000 and Principal Amount of Existing Convertible
      Notes Tendered: $1,592.26
      Conversion Price: $4.42
      Conversion Rate: 226.2443

   i) 10-day VWAP of Charter's Class A Common Stock: $3.60  
      Principal Amount of New Convertible Notes to be Issued
      per $1,000 and Principal Amount of Existing Convertible
      Notes Tendered: $1,662.60
      Conversion Price: $4.68
      Conversion Rate: 213.6752

   j) 10-day VWAP of Charter's Class A Common Stock: $3.80  
      Principal Amount of New Convertible Notes to be Issued
      per $1,000 and Principal Amount of Existing Convertible
      Notes Tendered: $1,733.33
      Conversion Price: $4.94
      Conversion Rate: 202.4291

   k) 10-day VWAP of Charter's Class A Common Stock: $4     
      Principal Amount of New Convertible Notes to be Issued
      per $1,000 and Principal Amount of Existing Convertible
      Notes Tendered: $1,802.82
      Conversion Price: $5.20
      Conversion Rate: 192.3077

   l) 10-day VWAP of Charter's Class A Common Stock: $4.20  
      Principal Amount of New Convertible Notes to be Issued
      per $1,000 and Principal Amount of Existing Convertible
      Notes Tendered: $1,872.80
      Conversion Price: $5.46
      Conversion Rate: 183.1502

   m) 10-day VWAP of Charter's Class A Common Stock: $4.35  
      Principal Amount of New Convertible Notes to be Issued
      per $1,000 and Principal Amount of Existing Convertible
      Notes Tendered: $1,923.50
      Conversion Price: $5.66
      Conversion Rate: 176.8347

New Convertible Notes will be issued only in minimum denominations
of $1,000 and integral multiples of $1,000.  In addition to the
exchange consideration, Charter Holdco will pay accrued interest
on the Existing Convertible Notes from and including May 16, 2007,
the last interest payment date, up to the settlement date of the
Exchange Offer.

The New Convertible Notes will have a 2027 maturity, subject to
earlier redemption at the option of the company or repurchase at
the option of the holders.  The New Convertible Notes provide the
holders with the right to require Charter to repurchase some or
all of the New Convertible Notes for cash on Oct. 1, 2012, 2017,
and 2022, at a repurchase price equal to the principal amount plus
accrued interest.

The Exchange Offer is conditional upon the 10-day VWAP being
between $2 and $4.35.  The Exchange Offer is also conditioned on a
minimum of $75 million of Existing Convertible Notes being
tendered.

Subject to applicable securities laws and the terms set forth in
the Exchange Offer, Charter Holdco reserves the right to amend the
Exchange Offer in any respect.

The Exchange Offer will expire at 11:59 PM Eastern Daylight Time
on Sept. 27, 2007, unless extended or earlier terminated.

The New Convertible Notes may not be issued, nor may the Exchange
Offer be accepted, prior to the time the registration statement
becomes effective.  Except for these modifications, all other
terms and conditions of the offer remain materially unchanged.

As of 5:00 p.m. Eastern Daylight Time on Sept. 13, 2007, no
Existing Convertible Notes had been tendered in the Exchange
Offer.

The offer documents will be made available to all holders of the
Existing Convertible Notes.  Copies of the prospectus and related
letter of transmittal may be obtained from Global Bondholder
Services Corporation, the information agent for the Exchange
Offer, at (866) 470-3700 (U.S. Toll-free) or (212) 430-3774.

The Dealer Managers for the Exchange Offer are Citigroup Global
Markets Inc. and Morgan Stanley.  For additional information, you
may contact the Citigroup Special Equity Transactions Group at
(877) 531-8365 (U.S. Toll-free) or (212) 723-7406 or the Morgan
Stanley Liability Management Group at (800) 624-1808 (U.S. Toll-
free) or (212) 761-5384.

                  About Charter Communications

Headquartered in St. Louis, Missouri, Charter Communications Inc.
(NASDAQ: CHTR) -- http://www.charter.com/-- is a broadband  
communications company and a publicly traded cable operator in the
United States.  Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R).  Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone.  Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.

Charter Communications Inc.'s consolidated balance sheet at
$15.05 billion in total assets, $21.70 billion in total
liabilities, $195 million in minority interest, and $4 million in
redeemable preferred stock resulting in a $6.8 billion total
stockholders' deficit.


CHESTER DORSEY: Case Summary & Five Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Chester C. Dorsey, Jr.
        5370 South Kenyon
        Seattle, WA 98118

Bankruptcy Case No.: 07-14329

Chapter 11 Petition Date: September 13, 2007

Court: Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Cynthia A Kuno, Esq.
                  Crocker, Kuno, Ostrovsky, L.L.C.
                  720 Olive Way, Suite 1000
                  Seattle, WA 98101
                  Tel: (206) 624-9894

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Five Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
KEY/CITI                       credit card                $25,273
P.O. Box 6003                  purchases
Hagerstown, MD 21747

D.S.H.S.                       arrearages                  $9,000
1115 Washington Street,
Southeast
Olympia, WA 98504

Seattle Public Utilities       utilities                     $228
P.O. Box 34016
Seattle, WA 98124

M.C.I.                         telephone                     $165

Puget Sound Energy             utilities                     $155


COUNTRYWIDE FINANCIAL: Provides August 2007 Operations Results
--------------------------------------------------------------
Countrywide Financial Corporation released operational data for
the month ended Aug. 31, 2007.  Key operational results included:

    * Mortgage loan fundings for the month of August 2007 totaled
      $34 billion, a decrease of 17% from August 2006.

    * Average daily mortgage loan application activity for
      August 2007 was $2.3 billion, a decline of 12% from August
      2006.  The mortgage loan pipeline was $52 billion at
      Aug. 31, 2007, as compared to $64 billion for the same
      period last year.

    * The mortgage loan servicing portfolio continued to grow,
      reaching $1.5 trillion at Aug. 31, 2007.  This is an
      increase of $226 billion, or 18 percent, from Aug. 31, 2006.

    * Commercial real estate funding volume for the month of
      August 2007 was $757 million, which compares to $273 million
      in August 2006.

    * Banking Operations' assets were $94 billion at Aug. 31,
      2007, which compares to $87 billion at August 31, 2006.

    * Securities trading volume in the Capital Markets segment of
      $414 billion for August 2007 was 17% higher when compared to
      the same month last year.

    * Net earned premiums from the Insurance segment were
      $135 million in August 2007, up 22% from August 2006.

"Residential mortgage loan activity for the month of August
reflected current mortgage market conditions," said David Sambol,
President and Chief Operating Officer.  "Average daily application
volume was down 12 percent as compared to both July 2007 and
August 2006 as a result of the continued slowdown in housing and
credit tightening in the mortgage market.  As a result, the
pipeline of applications-in-process ended the month at
$52 billion, which was down 17% from July 2007 and down 19% from
August 2006.

"Adjusting to the turbulent conditions in the mortgage and credit
markets, the Company has taken decisive steps since early August,
which included:

    * Addressing liquidity and funding needs by accelerating our
      plans to migrate the funding of our mortgage originations to
      Countrywide Bank, and our borrowing of $11.5 billion under
      our lines of credit.  Additionally, the Company recently
      arranged for $12 billion in additional secured borrowing
      capacity through new or existing credit facilities;

    * Materially tightening product and underwriting guidelines
      such that all loans the Company now originates are eligible
      for Fannie Mae, Freddie Mac or Ginnie Mae securitization
      programs, or otherwise meet Countrywide Bank's investment
      criteria;

    * Taking advantage of reduced primary market competition to
      adjust pricing, which is expected to have a favorable impact
      on mortgage banking gain-on-sale margins and result in
      greater returns on the high- quality loans originated for
      our Bank's investment portfolio; and

    * Announcing plans to reduce expenses in response to lower
      expectations for mortgage origination market volume.  These
      plans include workforce reductions of up to 20%.

"Looking forward, the Company expects that it will be a long-term
beneficiary of the current conditions and corrections in the
mortgage industry, and we are confident that the actions which we
have taken in response to the current environment will position us
for profitable future growth and success," Mr. Sambol concluded.

                        About Countrywide

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

                      Bankruptcy Speculation

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

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

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

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


E*TRADE FINANCIAL: Restructuring Businesses, to Focus on Retail
---------------------------------------------------------------
E*TRADE FINANCIAL Corporation said it plans to realign its balance
sheet and streamline business operations to focus on its retail
growth opportunity.  

The company is exiting or restructuring non-core
businesses that lack a direct and strategic connection with its
retail customers.  The company is also accelerating plans to shift
the composition of its balance sheet toward retail assets and
liabilities and to synchronize balance sheet growth with customer
engagement.  In addition, the company is increasing the provision
for loan losses due to charge-offs expected as a result of the
disturbance in the credit markets.  

As a result of those actions, E*TRADE FINANCIAL is revising 2007
earnings guidance to account for higher provision for loan losses,
potential securities impairments, reduced balance sheet growth and
restructuring charges.  The company also confirmed that its
balance sheet funding sources remain sound and the company remains
well capitalized based on regulatory standards.

"[The] announcement addresses the recent shifts in the global
financial markets and allows us to focus on accelerating plans to
further align both our balance sheet and business operations with
our core asset - the retail customer," said Mitchell H. Caplan,
Chief Executive Officer, E*TRADE FINANCIAL Corporation.
"Growth in our target segment continues at record levels.  The
actions we have taken better position the franchise for future
growth and high quality earnings."

The specific details of the plan, and expected financial
implications (all figures are pre-tax, with the exception of EPS
and net income), include:

    * Balance sheet growth and composition strategy
      -- For the foreseeable future, balance sheet growth, if any,
         will be driven by the continued growth in cash and
         deposit balances from retail investing and trading
         customers.  Through at least 2008, interest-earning
         assets will remain relatively flat with third quarter
         levels, with growth in customer cash and deposits used to
         replace wholesale fundings.  The company plans to reduce
         balances in home equity, consumer loans and securities,
         replacing these assets as they pay down or mature with
         margin debt and prime first lien mortgages from retail
         customers.  The planned run-off in home equity loans,
         consumer loans and securities will reduce both the
         overall level of risk within the portfolio and expected
         future loss levels.  Through this initiative, the
         composition of the balance sheet will shift significantly
         toward retail assets and liabilities, reducing wholesale
         contributions to revenue and net income.  The company
         anticipates making this transition in an orderly fashion
         over the next 18-24 months. Given the expectations for
         limited balance sheet growth going forward, the capital
         needs of the overall business will be reduced - creating
         opportunities in higher return investments such as
         accelerated share and debt repurchase activity or other
         initiatives to strengthen the business.

    * Increased allowance for loan losses.
      -- Given the significant deterioration in the mortgage
         market in August and particularly the pace of change in
         the performance of home equity loans in August, the
         company expects charge-offs of $95 million dollars and
         total provision expense of $245 million in the second
         half of 2007.  The majority of this provision is expected
         to be recorded in the third quarter.  With this
         additional reserve, allowance for loan losses as a
         percentage of non-performing loans is expected to
         increase to 75 percent based on assumptions for the
         second half of the year, up from 45 percent on June 30,
         2007.  Within home equity loans, where the company and
         the marketplace have seen the most significant stress,
         the coverage will be approximately 100 percent, up from
         51 percent as of June 30, 2007.

    * Potential for securities impairments.
      -- Embedded in the company's modified guidance is an assumed
         securities impairment of up to $100 million in the second
         half of 2007.  The expected impairments in the guidance
         are predominantly related to deterioration in the
         performance of asset-backed securities comprised of
         second lien loans and CDOs (collateralized debt
         obligations).

    * Exiting and restructuring non-core businesses.
      -- The company will exit its wholesale mortgage operations
         and will streamline its direct mortgage lending business
         to focus on its retail franchise.  In addition, the
         company will restructure its institutional sales trading
         business in a manner to better align it with retail
         activity.  Total severance, restructuring and other exit
         charges are estimated to be approximately $32 million,
         the majority of which will occur in the fourth quarter.

As a result of those actions, the company is revising its earnings
outlook for 2007 to account for:

   1) higher provision for loan losses;

   2) potential securities impairments;

   3) slower balance sheet growth and composition expectations;
      and

   4) exit and other restructuring charges.

For the full year 2007, E*TRADE FINANCIAL expects GAAP net income
of between $450 million and $500 million, and earnings per share
of between $1.05 and $1.15 per share.  This is down from its
previous range of $1.53 to $1.67.

                     About E*TRADE FINANCIAL

Headquartered in New York City, E*TRADE FINANCIAL Corp.
-- https://us.etrade.com/ -- provides financial services including
trading, investing, banking and lending for retail and
institutional customers.  Securities products and services are
offered by E*TRADE Securities LLC (Member NASD/SIPC).  Bank and
lending products and services are offered by E*TRADE Bank, a
Federal savings bank, Member FDIC, or its subsidiaries.

                         *     *     *

E*TRADE FINANCIAL Corp. carries to date Moody's "Ba2" Issuer and
Senior Unsecured Debt ratings, which were placed on June 6, 2006,
with a positive outlook.

In addition, the company carries Standard & Poor's "BB-"
long-term local and foreign issuer credit ratings, which
were placed on Oct. 23, 2006, with a stable outlook.


EQUINIX INC: S&P Junks Rating on $550 Million Subordinated Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Foster City, California-based data center
operator Equinix Inc.  S&P also assigned a 'CCC+' rating to the
company's $250 million of convertible subordinated notes due
2012 and proposed $300 million of convertible subordinated notes
due 2014.  The outlook is positive.
     
Proceeds from the proposed $300 million note issue and an expected
concurrent $300 million common stock offering will be used to fund
the estimated $550 million acquisition of IXEurope.  As of June
30, 2007, Equinix had $543 million of total debt outstanding.  Pro
forma for the acquisition of IXEurope and several financing
transactions that occurred subsequent to June 30, 2007, total debt
will be about $930 million.
     
The notes are rated two notches below the corporate credit rating
due to the substantial concentration of priority obligations in
the capital structure, including borrowings under the $75 million
revolving credit facility and the $110 million financing for the
Chicago 3 IBX facility.
      
"The ratings reflect the significant risks of this capital-
intensive, highly competitive industry niche, coupled with
aggressive leverage," said Standard & Poor's credit analyst
Catherine Cosentino.
     
Equinix offers space, power, utilities, and cross-connects in
buildings for various network operators, content companies, and
enterprises to interconnect and exchange traffic.  These data
centers' primary cost components are rent, engineering and
security, power and electricity.  Since most of these costs are
fixed, this business has very favorable operating leverage
characteristics as new customers are added, and gross profit
margins can exceed 65%.
     
The acquisition of IXEurope provides a presence in the European
data center market, expanding Equinix's ability to globally serve
its customers.  IXEurope operates 14 data centers in four
countries--Germany, the U.K., Switzerland, and France--and
generated $65 million of revenue in 2006.  While many competitors
have exited the business in the past several years years, it
remains an area in which numerous companies have invested, and
could prove to have many of the same longer-term adverse pricing
trends as long distance communications, especially if Web-enabled
Internet protocol applications do not result in material growth in
Internet traffic levels over the next several years.  This would
be particularly problematic for Equinix, given its planned
expansion of existing data centers sites, including the Silicon
Valley, Chicago, Singapore, and Japan.


EUROFRESH INC: Low Profit Margin Cues Moody's to Junk Ratings
-------------------------------------------------------------
Moody's Investors Service downgraded Eurofresh Inc.'s senior
unsecured notes and its corporate family rating to Caa2 from Caa1.  
Moody's affirmed the company's probability of default rating at
Caa3, and the Ca rating on its senior subordinated notes discount
notes.  The rating outlook remains negative.

The downgrade reflects the erosion in reported operating profit
margin in the recent second fiscal quarter, Moody's concerns about
Eurofresh's liquidity and ability to meet covenants in its bank
agreement, and the increased possibility that the company could
have difficulty meeting its debt service requirements as
scheduled.  While production volumes and sales improved during the
first six months of fiscal 2007, profitability has been negatively
impacted by continued high energy costs, legal fees, high employee
turnover, and the lower productivity of a relatively high number
of inexperienced workers. These factors are also likely to hurt
the third fiscal quarter, as could recent modest outbreaks of
plant disease.

Eurofresh Inc.'s Caa2 corporate family rating reflects the
company's very weak financial metrics, tight liquidity, and
limited financial flexibility, and the increased possibility that
the company may be unable to meet its scheduled debt service
requirements.  It also reflects the company's small size and very
narrow product focus relative to larger and more diversified
competitors in the fresh fruit and vegetable industry.  The
company's ratings also incorporate the very strong market position
it has created, resulting in a solid enterprise value and likely
good recovery values for secured debt in the event of default,
although there could be material losses for unsecured senior and
subordinated creditors in the event of default.

The negative rating outlook reflects the possibility that the
company's liquidity and financial flexibility could tighten
further creating additional downward rating pressure.  This could
occur if operating performance does not improve sufficiently to
build ample cushion in its financial covenants, or if availability
under its $40 million bank revolving credit facility is further
reduced.

Ratings downgraded:

-- Corporate family rating to Caa2 from Caa1

-- $170 million senior unsecured notes due 2013 to Caa2 (LGD2,
    29%) from Caa1 (LGD2, 29%)

Rating affirmed:

-- Probability of default rating at Caa3

Rating affirmed, but LGD rate and percentage adjusted:

-- $44.17 million senior subordinated discount notes due 2014
    at Ca (LGD5,71%), from (LGD4, 69%)

Based in Willcox, Arizona, Eurofresh Inc, is a leading producer of
greenhouse-grown tomatoes.  Sales for the twelve months ended
June 30, 2007 were about $167 million.


FEDDERS CORP: Committee Balks at $79 Mil. DIP Loan from Goldman
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Fedders Corp.'s bankruptcy case oppose the $79 million in
postpetition financing provided to Fedders by a group including
Goldman Sachs Credit Partners LP and Bank of America NA, Bill
Rochelle of Bloomberg News reports.

According to the report, the Committee called the loan
"outrageously expensive" arguing that it costs 14 percent over
the London interbank offered rate for the term loan and LIBOR
plus 5 percent for the revolving credit.

The Committee also argued that the terms of the loan permit
calling a default any time, give the lenders "absolute discretion"
to direct the reorganization, and turn the Chapter 11 case into a
"sham," the source relates.

Last month, Fedders obtained interim Court approval to borrow
under the financing agreement.

The matter is set for final approval at a September 20 hearing.
    
Headquartered in Liberty Corner, New Jersey and founded in 1896,  
Fedders Corporation (OTC: FJCC) -- http://www.fedders.com/--   
manufactures air treatment products, including air conditioners,
furnaces, air cleaners and humidifiers for residential, commercial
and industrial markets.  The company filed for Chapter 11
protection on Aug. 22, 2007, (Bankr. D. Del. Case No.: 07-11182).  
Its Debtor-affiliates filed for separate Chapter 11 cases.  Norman
L. Pernick, Esq. of Saul, Ewing, Remick & Saul LLP represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from its creditors, it listed total assets of
$186,300,000 and total debts of $322,000,000.


FIRST DATA: Extends Tender Offer Expiration to September 24
-----------------------------------------------------------
First Data Corporation has further extended the offer expiration
date and price determination date for its tender offers in respect
of its outstanding:

   -- 6-3/8% Notes due 2007 (CUSIP No. 32006YAG7);
   -- 3.375% Notes due 2008 (CUSIP No. 319963AG9);
   -- 5.8% Medium-Term Notes due 2008 (CUSIP No. 32006YAH5);
   -- 3.9% Notes due 2009 (CUSIP No. 319963AJ3);
   -- 4.5% Notes due 2010 (CUSIP No. 319963AL8);
   -- 5.625% Senior Notes due 2011 (CUSIP No. 319963AF1);
   -- 4.7% Notes due 2013 (CUSIP No. 319963AH7);
   -- 4.85% Notes due 2014 (CUSIP No. 319963AK0); and
   -- 4.95% Notes due 2015 (CUSIP No. 319963AM6).

The offer expiration date will now be 8:00 a.m., New York City
time, on Sept. 24, 2007, unless extended or earlier terminated.

As indicated in the Offer to Purchase, it is expected that the
offer expiration date will be extended as necessary to coincide
with the date that the Merger becomes effective.

In addition, the company disclosed that the price determination
date will now be 2:00 p.m., New York City time, on Sept. 19, 2007,
unless extended or earlier terminated.  

As of 5:00 p.m., New York City time, on Sept. 13, 2007, the
company had received tenders in respect of the principal amounts
of Notes:

   -- 6-3/8% Notes due 2007: $59 million;  
   -- 3.375% Notes due 2008: $430.1 million;
   -- 5.8% Medium-Term Notes due 2008: $26.7 million;
   -- 3.9% Notes due 2009: $87 million;
   -- 4.5% Notes due 2010: $135.2 million;
   -- 5.625% Senior Notes due 2011: $110.9 million;
   -- 4.7% Notes due 2013: $426.5 million;
   -- 4.85% Notes due 2014: $336.8 million; and
   -- 4.95% Notes due 2015: $359.2 million.

The tender offers and the related consent solicitations relating
to the Notes are made upon the terms and conditions set forth in
the company's Offer to Purchase and Consent Solicitation Statement
dated Aug. 3, 2007, and the related Consent and Letter of
Transmittal, as amended.  

The terms and conditions of the tender offers are unchanged. The
tender offers and consent solicitations are subject to the
satisfaction of certain conditions, including the merger of First
Data with an affiliate of Kohlberg Kravis Roberts & Co.  pursuant
to the merger agreement having occurred, or the Merger occurring
substantially concurrent with the Offer Expiration Date.

First Data has retained Citigroup Global Markets Inc. to act as
the lead dealer manager for the tender offers and lead
solicitation agent for the consent solicitations, and they can be
contacted at 800-558-3745 (toll-free) or 212-723-6106 (collect).

First Data has also retained Credit Suisse Securities (USA) LLC,
Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. and
Lehman Brothers Inc. to act as co-dealer managers for the tender
offers and co-solicitation agents for the consent solicitations.

Deutsche Bank Luxembourg SA was appointed Luxembourg Tender Agent
for the Offers and may be contacted at:

     Deutsche Bank Luxembourg SA
     Trust & Securities Services
     2 BLD Konrad Adenauer
     L-1115 Luxembourg
     Tel (352) 421-22-460
     Fax (352) 421-22-426

Requests for documentation may be directed to Global Bondholder
Services Corporation, the Information Agent, which can be
contacted at 212-430-3774 (for banks and brokers only) or 866-924-
2200 (for all others toll-free).

                        About First Data

Headquartered in Greenwood Village, Colorado, First Data Corp.
(NYSE: FDC) -- http://www.firstdata.com/-- provides  electronic  
commerce and payment solutions for businesses
worldwide.  The company's portfolio of services and solutions
includes merchant transaction processing services; credit, debit,
private-label, gift, payroll and other prepaid card offerings;
fraud protection and authentication solutions; receivables
management solutions; electronic check acceptance services through
TeleCheck; well as Internet commerce and mobile payment solutions.  
The company's STAR Network offers PIN-secured debit acceptance at
2 million ATM and retail locations.

                          *     *     *

First Data Corp.'s long-term foreign and local issuer credits
carry Standard & Poor's Ratings Services' 'BB+' rating, which were
placed on April 2, 2007, with a negative outlook.


FREEDOM COMMUNICATIONS: S&P Places BB Rating Under Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Freedom
Communications Inc., including the 'BB' corporate credit rating,
on CreditWatch with negative implications.  Freedom is an Irvine,
California-headquartered media company that is engaged in the
publishing of newspapers, including the Orange County Register and
more than 65 daily and weekly community newspapers, as well as the
owner of several television broadcasting stations and interactive
media operations.
      
"The CreditWatch listing reflects Freedom's weak operating
performance for the three months ended June 30, 2007, and the
prospects for a continued weak revenue climate," said Standard &
Poor's credit analyst Emile Courtney.
     
Standard & Poor's will review its rating on Freedom after
evaluating the company's future operating and financial
strategies.


GENERAL MOTORS: Talks with UAW Show Progress, WSJ Says
------------------------------------------------------
General Motors Corp.'s labor talks with the United Auto
Workers is moving forward, The Wall Street Journal reports,
citing people familiar with the negotiations.

Last week, the UAW picked GM as lead negotiator on a new
four-year contract along with Ford Motor Co. and Chrysler
LLC, and threatened a strike should GM fail to close a
deal.

According to WSJ, the automaker and the UAW are bargaining
over a wide range of issues to replace the contract, including   
a proposal to unload from GM's balance sheet more than
$50 billion in debts owed to UAW retiree health care and place
them in a union-controlled trust.

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.


GRAY TELEVISION: S&P Revises Outlook to Negative from Stable
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Gray
Television Inc. to negative from stable.

"The rating action is based on our concern about Gray's narrow
margin of financial covenant compliance under its current capital
structure and its discretionary cash flow deficits in the first
half of 2007," explained Standard & Poor's credit analyst Deborah
Kinzer.
     
S&P affirmed the long-term ratings, including the 'B' corporate
credit rating.  The Atlanta, Georgia-based TV broadcasting company
had total debt of about $928.5 million outstanding as of June 30,
2007.
     
Under Gray's covenants, net debt to trailing eight quarters'
average EBITDA was 7.97x against a covenant level of 8.25x as of
June 30, 2007.  The covenant tightens to 7.75x as of
June 30, 2008.  Even considering the benefit of political ad
revenues for the 2008 elections, which could begin to flow in
from the fourth quarter of 2007, S&P are concerned about the
company's ability to maintain sufficient headroom under its
leverage covenant, given a recent slowdown in ad spending in a
number of industries.
     
The rating on Gray reflects its high debt leverage, the mature and
somewhat cyclical nature of TV advertising, and the potential for
additional cash acquisitions, share repurchases, or dividends that
may limit improvement in the company's credit metrics.  These
risks are only partially offset by the strong market position of
Gray's major-network-affiliated TV stations, the good margin and
discretionary cash flow potential of TV broadcasting, and
resilient station asset values.


GSAMP TRUST: S&P Lowers Ratings on Four Certificate Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of mortgage pass-through certificates from GSAMP Trust
2004-SEA2.  Concurrently, S&P removed its ratings on classes
M-3, M-4, and M-5 from CreditWatch with negative implications.  
Additionally, S&P affirmed its ratings on four other classes from
the same series .
     
The downgrades reflect continuing deterioration in the performance
of the collateral pool.  Excessive realized losses have depleted
overcollateralization and incurred significant write-downs to the
class B-2 certificate.  For the past six months, monthly realized
losses have outpaced excess interest by approximately $1.08
million, which has in turn reduced credit enhancement to levels
that are not sufficient to support the prior ratings on the
downgraded classes.  As of the August 2007 distribution date,
cumulative losses had reached
$39.98 million, or 6.44% of the original pool balance.  Total
delinquencies and severe delinquencies (90-plus days,
foreclosures, and REOs) constitute 28.94% and 18.16% of the
current pool balance, respectively.
     
Credit support for this transaction is provided through a
combination of excess spread, overcollateralization, and
subordination.  The underlying collateral consists of subprime,
conventional, fixed-rate mortgage loans secured by first and
second liens on one- to four-family residential properties.
     

                        Rating Lowered
    
                     GSAMP Trust 2004-SEA2

                               Rating
                               ------
                  Class   To             From
                  -----   --             ----
                  M-2     A              AA+
    
     Ratings Lowered and Removed from Creditwatch Negative
     
                    GSAMP Trust 2004-SEA2

                               Rating
                               ------
                  Class   To             From
                  ------  --             -----
                  M-3     B              A/Watch Neg
                  M-4     B-             BB/Watch Neg
                  M-5     CCC            B/Watch Neg

    
                         Ratings Affirmed
   
                      GSAMP Trust 2004-SEA2

                  Class                  Rating
                  -----                  ------
                  A-1, A-2A, A-2B, M-1   AAA


HARTCOURT COMPANIES: Kabani & Company Raises Going Concern Doubt
----------------------------------------------------------------
Kabani & Company, Inc., expressed substantial doubt about
Hartcourt Companies, Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended May 31, 2007.  The auditing firm noted that the
company incurred net losses and experienced negative cash flows
from operations in the last six years.  As of May 31, 2007, the
company accumulated deficit of approximately $69 million.   The
auditing firm added that losses will likely increase in the near
future as the company moves out of IT business and into the
education business.

The company posted a $3,786,441 net loss on zero revenue for the
year ended May 31, 2007, compared with a $2,834,960 net loss on
zero revenue in the prior year.

At May 31, 2007, the company's balance sheet showed $1,415,634 in
total assets, $1,611,821 in total liabilities, resulting in a
$196,187 stockholders' deficit.  The company also reported
strained liquidity in its May 31, 2007, balance sheet with $62,160
in total current assets and $ 1,219,447 in total current
liabilities, resulting in a $1,157,287 working capital deficit.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2366

                      About The Hartcourt Companies

Headquartered in Shanghai, China, The Hartcourt Companies, Inc.
-- http://www.hartcourt.com-- was incorporated in Utah.  The   
company specializes in the Chinese information technology
market.  In August 2006, the company decided to enter the post-
secondary education market in China.

Kabani & Company, Inc., in Los Angeles, Calif., raised
substantial doubt about The Hartcourt Companies, Inc.'s ability
to continue as a going concern after auditing their consolidated
financial statements for the year ended May 31, 2006.  The
auditor pointed to the company's negative cash flow from
operations and accumulated deficiencies.


INSIGHT COMMS: Low Sale Price Spurs Owner to Defer Sale
-------------------------------------------------------
Credit market woes has affected the sale price of cable company
Insight Communications Co. Inc., instigating private equity firm
The Carlyle Group plc to hold off the auction, various sources
report.

Adding to problems of the sale, sources say that bidder Time
Warner Cable Inc. had difficulty securing adequate bank funding
due to the industry's turmoil.

According to the papers, Carlyle is hoping to sell Insight for a
higher price when the credit market stabilizes.

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 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).


INTEGRA BANK NA: Moody's Revises Outlook to Negative from Stable
----------------------------------------------------------------
Moody's Investors Service changed the outlook on Integra Bank N.A.
to negative from stable.  The bank is rated A3 for long-term
deposits, Prime-2 for short-term deposits and C for bank financial
strength.  The bank is a subsidiary of Evansville, Indiana-based
Integra Bank Corporation, which is unrated.

The outlook change follows Integra's announcement that it has
entered into a definitive agreement to acquire Peoples Community
Bancorp Inc. of Cincinnati, Ohio.  The transaction is valued at
about $86 million in a cash and stock deal, and is expected to
close in the first quarter of 2008.

Moody's said the outlook change reflects its view that the
transaction will weaken Integra's credit profile.  According to
Moody's, Peoples' financial fundamentals are weaker than Integra's
and the institution is relatively large in relation to Integra's
size.  Furthermore, the acquisition follows closely on Integra's
April 2007 acquisition of Chicago-based Prairie Financial
Corporation, which significantly increased Integra's existing
commercial real estate concentration risk.

Moody's noted that largely as a result of the Prairie acquisition,
Integra's true CRE exposure (excluding owner-occupied loans) rose
significantly to 3.7 times consolidated Tier 1 capital and
represented about 40% of total gross loans. In addition,
construction and land account for 60% of the CRE portfolio, which
Moody's views as inherently more risky.

Moody's observed that Peoples represents about 30% of Integra's
total assets and therefore creates heightened integration risk for
Integra.  Shortcomings on this front could lead to client
attrition and negative trends on revenues and profitability, even
with planned cost savings.  Nevertheless, Moody's recognized that
this acquisition is consistent with Integra's plan to increase its
presence in metropolitan areas with higher growth rates than its
current footprint.  Integra's presence in the Cincinnati
metropolitan area would be enhanced, the rating agency added.

Moody's said that the successful integration of Peoples, as
represented by improved financial fundamentals at the enlarged
institution, and a reduction in Integra's CRE concentration, are
the principal factors that would return the outlook to stable.  On
the other hand, integration problems and/or deterioration in asset
quality beyond expectations would likely increase negative rating
pressure.

Integra Bank Corporation, based in Evansville, Indiana, reported
total assets of about $3.2 billion at June 30, 2007.

Outlook Actions:

Issuer: Integra Bank National Association

-- Outlook, Changed To Negative From Stable


MACQUARIE BANK: Moody's Affirms Financial Strength Rating at C+
---------------------------------------------------------------
Moody's Investors Service affirmed the A1/Prime-1 deposit and
senior debt ratings, as well as the C+ bank financial strength
rating of Macquarie Bank Limited.  The rating outlook also remains
Stable.

The affirmation follows MBL's announcement that it intends to form
a non-operating holding company structure, and to transfer certain
of its investment banking activities to a new Non-Bank Group which
will be created underneath the Group NOHC.

Under the restructuring MBL would provide a transitional bridge
facility to the Group NOHC, which would in turn downstream funds
to a Non-Bank Holding Company.  Hence MBL will retain a
substantial indirect exposure to the Non-Bank Group while the
bridge facility is in place.  While the initial rating benefits to
MBL of this restructuring are limited, Moody's believes that MBL's
risk profile could improve over time, to the extent that the Group
NOHC is able to successfully refinance a significant portion of
the bridge facility.

"The proposed restructuring would remove from MBL's balance sheet
some exposure concentrations in large assets that have less
consistent liquidity characteristics", said Patrick Winsbury, a
Senior Vice President with Moody's Sydney office.

"By transferring many of the Group's investment banking activities
to the new Non-Bank Group, MBL would also trim exposure to some
cyclical business lines, without substantially reducing its
overall diversity of income," Mr. Winsbury added.

Moody's also noted that the proposed regulatory framework for
NOHC's would establish strict limits on inter-company transactions
between bank and non-bank affiliates, limiting MBL's future
exposure to the Group NOHC or Non-Bank Group, once the bridge
facility has been refinanced.

To reflect these potential benefits, Moody's anticipates that
following completion of the proposed restructuring in mid
November, the ratings outlook for MBL would be changed to
Positive, provided no deterioration in MBL's risk profile or
credit metrics has occurred However, any upward movement in MBL's
ratings would first require the successful refinancing of a
significant portion of the bridge facility.

In addition, Moody's expects that the new Group NOHC and the new
Non-Bank Holding Company would both be assigned issuer ratings of
A2/Prime-1 upon completion of the restructuring -- subject to any
changes to the final structure, and as long as there has been no
deterioration in the risk profile and credit metrics of MBL prior
to that time.

The A2/P-1 issuer ratings of the Non-Bank Holding Company would
reflect its franchise strength, as it will hold some of the
Macquarie group's key business lines.  The ratings will also
incorporate its strong earnings potential and its proposed
liability profile: it is anticipated that predominantly long-term
debt will be raised at the Group NOHC to fund the Non-Bank Group's
activities.  The ratings also include the synergistic benefits of
inclusion within the broader Macquarie group structure.  The
Macquarie group's success in extracting value from commercial
opportunities across multiple lines of business is an important
credit strength.

The A2 / P-1 issuer ratings that would be assigned to the Group
NOHC recognize the strength of both its main business lines, but
also the structural subordination of its obligations relative to
those of MBL and the Non-Bank group entities.

Moody's anticipates that while the outlook for MBL would be
changed to Positive upon completion of the restructure, the
outlooks for the Group NOHC and the Non-Bank Holding Company would
be Stable.  The Stable rating outlook reflects Moody's expectation
that the Group NOHC will operate with a conservative liquidity
profile, fund predominantly with long-term borrowings and will
limit double-leverage to a moderate level.  It also reflects
Moody's view that whereas MBL would continue to benefit from a
high level of systemic support, under the NOHC structure the other
Macquarie group entities would be unlikely to benefit from any
systemic support.

At the same time, Moody's also affirmed the A2/Prime-1 issuer and
debt ratings of Macquarie International Finance Limited with a
Stable outlook -- and said that subject to any changes to the
final structure, and as long as there has been no deterioration in
the risk profile and credit metrics of MBL prior to that time,
these ratings and outlook would likely be maintained post-
restructure.

Moody's issuer ratings are assigned to denote the credit risk of a
firm's senior obligations.  In the case of the post-restructure
Macquarie group, it is envisaged that the main debt-issuing
entities will be the Group NOHC and MBL.

Macquarie Bank Limited is headquartered in Sydney, New South
Wales, Australia.  It reported assets of AUD136 billion at
financial year-end 2007 (about $110 billion).


MAGNA ENTERTAINMENT: Adopts Initiatives to Improve Earnings
-----------------------------------------------------------
As a result of the completion of Magna Entertainment Corp.'s
strategic review of assets and operations, a number of important
initiatives have been adopted, including:

   * adopting a plan designed to eliminate the company's net
     debt by Dec. 31, 2008 by generating aggregate proceeds of
     approximately $600-$700 million from the sale of assets,
     entering into strategic transactions involving MEC's
     racing, gaming and technology operations, and a possible
     future equity issuance, likely in 2008, as well as
     improving future earnings;

   * arranging $100 million of funding to address immediate
     liquidity concerns and provide sufficient time to
     implement the plan, comprised of:

     (i) a $20 million private placement of MEC Class A
         Subordinate Voting Stock to Fair Enterprise Limited, a
         company that forms part of an estate planning vehicle
         for the family of Mr. Frank Stronach, the Chairman and
         Interim Chief Executive Officer of MEC; and

    (ii) an $80 million short-term bridge loan from a
         subsidiary of MI Developments Inc., MEC's controlling
         shareholder; and
    
   * appointing Tony Campbell of Knott Partners Management, LLC
     as a new independent director.

"From the outset, the development of this plan to eliminate MEC's
net debt and improve its earnings has been actively supported by
the company's Founder, Chairman and Interim CEO, Frank Stronach,"
Jerry Campbell, MEC's Lead Director, stated.

"This plan, unanimously approved by MEC's Board of Directors, has
now firmly and publicly set us on a course to eliminate debt and
improve operations," Mr. Frank Stronach said.  "Almost eight weeks
ago, I sought out Tom Hodgson (a former MEC CEO) to help MEC
accelerate the pace of asset sales with a view to quickly and
dramatically reducing MEC's debt.  The Board endorsed my decision
and retained Tom's firm, Greenbrook Capital Partners Inc., for
that purpose.  Tom's first assignment was to conduct an
independent review of MEC's assets and operations with a view to
determining the best way to achieve our goal of eliminating debt.  
That phase of his work is now complete.  We have identified the
assets to be sold outright as well as the strategic transactions
involving other racing, gaming and technology operations that need
to be completed to achieve our goal of being debt-free by the end
of 2008.  The next step is execution and I am pleased that we will
continue to have Tom's support through this phase.

"I am also pleased that Tony Campbell has agreed to join our Board
of Directors and am confident that he will provide important input
as we move forward.  As evidenced by the initiatives, I continue
to believe in MEC's vision and strategy and my belief in MEC's
place within the thoroughbred racing and entertainment industries
remains strong.  I am determined that our debt elimination plan
will be successfully and fully implemented on a timely basis."

                       Debt Elimination

The plan is designed to eliminate MEC's net debt by December 31,
2008 by generating aggregate proceeds of approximately $600-$700
million from:

   (i) the sale of certain real estate, racetracks and other
       assets;

  (ii) the sale of, or entering into strategic transactions
       involving, MEC's other racing, gaming and technology
       operations; and

(iii) a possible future equity issuance, likely in 2008.

The initiatives outlined in MEC's second quarter release remain
key components of the plan.  MEC has relinquished its racing
license for the Romulus, Michigan location, and abandoned its
application in Dixon, California.  MEC intends to sell real estate
properties including those situated in the following locations:
Dixon, California; Ocala, Florida; Aventura and Hallandale,
Florida, both adjacent to Gulfstream Park; Porter, New York;
Maryland, adjacent to the Laurel Park racetrack; and Ebreichsdorf,
Austria, adjacent to the Magna Racino.  MEC also intends to
explore selling its membership interests in the mixed-use
developments at Gulfstream Park racetrack in Florida and Santa
Anita Park racetrack in California that it is pursuing under joint
venture arrangements with Forest City Enterprises and Caruso
Affiliated, respectively.

As reported in the Troubled Company Reporter on Sept. 7, 2007, the
racetracks that MEC intends to sell include: Great Lakes Downs in
Michigan; Thistledown in Ohio; and its interest in Portland
Meadows in Oregon.  In addition, MEC will cease horse racing for
its own account at the Magna Racino in Austria after the close of
the 2007 meet and is exploring a contractual arrangement for a
third party to utilize the racing facilities.

MEC also intends to explore strategic transactions involving other
racing, gaming and technology operations, including: partnerships
or joint ventures in respect of the existing gaming facility at
Gulfstream Park and potential alternative gaming operations at
other MEC racetracks; the possible sale of Remington Park in
Oklahoma City; partnerships or joint ventures relating to other
racetracks, such as Santa Anita Park; and transactions involving
MEC's technology operations, which may include one or more of the
assets that comprise MEC's PariMax business.

MEC intends to engage an investment banking firm to assist the
company in identifying potential purchasers for certain of these
assets as well as evaluating partnership, joint venture and/or
strategic investment opportunities contemplated by the plan.  In
addition, MEC has signed a consulting agreement with MID pursuant
to which MID will provide senior management assistance to the MEC
management team and Board to help implement the plan.

"MEC is at a crossroads," Mr. Hodgson remarked.  "The elimination
of MEC's net debt by Dec. 31, 2008 requires the Company to raise
approximately $600-$700 million from a combination of asset sales,
partnerships and joint ventures, and a possible future equity
financing.  It is a tall order, but I believe that MEC's strong
asset base makes this feasible and it is a target that all members
of the Company's senior management and Board, including the
Chairman, are firmly committed to."

                $100 Million Funding Arrangement

In order to allow the company to fund operations, mandatory
principal and interest payments, necessary capital expenditures
and implement its plan in an orderly manner, MEC has arranged $100
million of funding, comprised of a $20 million private placement
of Class A Stock to Fair Enterprise and a Bridge Loan of up to $80
million from the MID Lender.

              Private Placement to Fair Enterprise

MEC has entered into a definitive agreement pursuant to which Fair
Enterprise will invest $20 million in MEC by way of a private
placement of Class A Stock. The subscription price per share will
be the greater of:

   (i) 90% of the volume weighted average price per share of
       Class A Stock on NASDAQ for the five trading days
       commencing on Sept. 13, 2007; and

  (ii) $1.91, being 100% of the volume weighted average price
       per share of Class A Stock on NASDAQ for the five
       trading days immediately preceding Sept. 13, 2007.  MEC
       expects the private placement, which is subject to
       regulatory approval, to close before the end of October
       2007, with the proceeds to be used to fund MEC's
       operations.

                         Bridge Loan

The bridge loan matures on May 31, 2008 and is non-revolving.   An
arrangement fee of $2.4 million is payable to the MID Lender on
closing, and there is a monthly commitment fee equal to 1% per
annum (payable in arrears) on the undrawn portion of the $80
million maximum loan commitment.  The loan will bear interest at
LIBOR plus 10.0%, with an increase of 1% coming into effect on
Dec. 31, 2007 if MEC has not completed asset sales (or executed
asset sale agreements acceptable to the MID Lender) or completed
equity financings (other than the private placement to Fair
Enterprise) with aggregate net proceeds of $50 million.  If, by
Feb. 29, 2008, MEC has not entered into agreements acceptable to
the MID Lender for asset sales that would yield aggregate net
proceeds sufficient to repay the entire outstanding loan amount,
the interest rate increases by another 1%.

The bridge loan is required to be repaid by way of the payment of
the net proceeds of any asset sale, any equity offering (other
than the private placement to Fair Enterprise) or any debt
offering, subject to specified amounts required to be paid to
reduce other prior-ranking indebtedness.

It is a condition of funding under the bridge loan that MEC's
senior secured revolving credit facility with a Canadian chartered
bank in the amount of $40 million be amended so that the facility
expires no earlier than Jan. 31, 2008.  This extension has been
negotiated and is anticipated to be executed shortly.

The bridge loan will be secured by essentially all of the assets
of MEC and by guarantees provided by certain subsidiaries of MEC.  
The guarantees will be secured by charges over the lands owned by
Golden Gate Fields, Santa Anita Park and Thistledown, and charges
over lands in Dixon, California and Ocala, Florida, as well as by
pledges of the shares of certain MEC subsidiaries.  The bridge
loan will also be cross-defaulted to all other obligations of MEC
and its subsidiaries to the MID Lender and to other significant
indebtedness of MEC and certain of its subsidiaries.

Certain amendments are also being made to the outstanding
Gulfstream Park and Remington Park project financings, made
available by the MID Lender to MEC's subsidiaries that own and
operate Gulfstream Park and Remington Park to finance
reconstruction and casino facility construction work.  Those
amendments require, among other things, that $100 million of
indebtedness under Gulfstream Park project financing be repaid by
May 31, 2008, in return for the MID Lender agreeing to waive any
applicable make-whole payments for repayments made under either of
the project financings prior to May 31, 2008.

"Although this new bridge loan facility involves incurring more
debt in the short term, the plan contemplates the need for the
bridge facility to address MEC's projected cash needs up until May
2008, pending completion of intended asset sales and other
strategic transactions," Mr. Hodgson said.

                  Special Committee Process

Consideration of the private placement, the bridge loan, the
amendments to the project financing facilities and the consulting
agreement with MID was supervised by the Special Committee of
MEC's board of directors consisting of Jerry D. Campbell
(Chairman) and William J. Menear.  The approval of MEC's board
followed a favorable recommendation of the Special Committee.  The
Special Committee retained independent legal and financial
advisors to assist it in its deliberations in respect of these
transactions.

MEC will file a material change report as soon as practicable
after Sept. 13, 2007.  The material change report will be filed
less than 21 days prior to the closings of the bridge loan and the
amendment of the Gulfstream and Remington project facilities and
possibly less than 21 days prior to the closing of the private
placement.  The timing of the material change report is, in MEC's
view, both necessary and reasonable because the terms of these
transactions were settled and approved by MEC's board of directors
on Sept. 12, 2007 and MEC requires immediate funding to address
its short-term liquidity needs.

           Appointment of New Independent Director

MEC also disclosed that Anthony Campbell has been appointed to the
Board, effective Sept. 13, 2007.  Mr. Campbell is a partner of
Knott Partners Management, LLC, which has been a long-term
investor in MEC and is one of MEC's largest institutional
shareholders . Knott Partners currently holds approximately
3.4 million shares of Class A Stock.

                         About MEC

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

                     Going Concern Doubt

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


MAJESCO ENT: July 31 Balance Sheet Upside-Down by $678,000
----------------------------------------------------------
Majesco Entertainment Company's consolidated balance sheet at
July 31, 2007, showed $9.3 million in total assets and
$10.0 million in total assets, resulting in a $678,000 total
stockholders' deficit.

The company's consolidated balance sheet at July 31, 2007, also
showed strained liquidity with $8.6 million in total assets
available to pay $10.0 million in total current liabilities.

During the nine months ended July 31, 2007, the company recorded a
$2.5 million charge in connection with the expected settlement of
its class action litigation.  In addition, during the nine month
period ended July 31, 2006, the company recorded gains of
$4.5 million relating to vendor settlements.  

The company incurred a net loss of $1.5 million in the third
quarter ended July 31, 2007, compared to third quarter 2006 net
loss of $724,000.  Non-GAAP net loss was $1.6 million, compared to
a non-GAAP net loss of $2.1 million.

The GAAP operating loss was $1.3 million, compared to third
quarter 2006 operating loss of $332,000.  Non-GAAP 2007 operating
loss was $1.4 million, compared to a non-GAAP operating loss of
$1.7 million in 2006.

Net revenue was $10.0 million, compared to $12.4 million.  The
decrease is related to a light release schedule in the third
quarter of 2007, compared to the release of JAWS(TM) Unleashed in
the third quarter of 2006.

At July 31, 2007, the company had cash of $3.8 million.

Net revenue was $39.1 million in the nine months ended July 31,
2007, compared to net revenue $45.2 million in the nine months
ended July 31, 2006.  The decrease in net revenues was primarily
attributable to the company's shift away from publishing higher
priced games in 2006 and a light release schedule in the third
quarter of 2007.

Including the aforementioned litigation charges, the GAAP
operating loss in the nine months ended July 31, 2007, was
$2.3 million.  This compares to 2006 GAAP operating loss of
$1.1 million.  Non-GAAP 2007 operating loss was $147,000, compared
to a non-GAAP operating loss of $5.6 million in 2006.

GAAP net loss in the nine months ended July 31, 2007, was
$3.8 million, compared to a GAAP net loss of $2.5 million in 2006.
Non-GAAP net loss was $1.6 million, compared to a non-GAAP net
loss of $7.0 million.

Jesse Sutton, Majesco's interim chief executive officer, said,
"During the third quarter, we accomplished important operational
milestones, positioning us for future growth.  We continued to
reduce expenses, prepared our line-up for the holiday season, and
shipped six titles internationally.  While our nine-month GAAP
operating loss was $2.3 million, our nine-month non-GAAP operating
results were almost breakeven and improved more than $5.0 million
compared to last year.  As announced in August, we have exceeded
sales of 500,000 units of Cooking Mama for the DS(TM) since the
game's launch almost a year ago.  This franchise has proven to be
attractive to our target market, and its success reinforces our
content and platform strategy.  To further leverage the success of
the Cooking Mama brand, we secured the rights to Cooking Mama 2
for the Nintendo DS and Wii(TM) platforms.  We are very excited
about these games, and expect them to be a cornerstone of our 2008
product portfolio."

"The installed bases of Nintendo's Wii and DS continue to grow,
supporting our strategy to produce fun, easy to play games for
these mass market platforms.  During the quarter, we announced
Fish Tycoon(R) and Zoo Hospital(TM) for the DS and Furu Furu Park
for the Wii," said Sutton.

Sutton concluded, "With our recent financing of $6.0 million, we
have the working capital to expand our product line.  The
additional funds also provide valuable flexibility, stability and
agility to reduce financing costs, fund growth, and expand our
intellectual property partnerships for 2008 and beyond.  In
addition, we expect to produce more games simultaneously, thereby
creating a stronger, deeper, product line-up from which to build a
larger more stable revenue base."

Full-text copies of the company's consolidated financial
statements for the quarter ended July 31, 2007, are available for
free at http://researcharchives.com/t/s?2367

                       Going Concern Doubt

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

                   About Majesco Entertainment

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


MEDIANEWS GROUP: S&P Puts BB- Rating Under Negative CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Denver,
Colorado-based MediaNews Group Inc., including the 'BB-' corporate
credit rating, on CreditWatch with negative implications,
reflecting deteriorating operating fundamentals in the company's
portfolio of newspaper properties and investments.  In the 12
months ended March 2007 (MediaNews has not yet filed its 10-K for
fiscal 2007 ended June), leverage as measured by total adjusted
debt to EBITDA increased to the mid-6x area from the high-5x area
in the prior year's period.   

Leverage is adjusted for operating leases, debt-like unfunded
pension and other post-retirement obligations, and half of the
debt of the company's unconsolidated Denver joint operating agency
agreement.  The decline in EBITDA is the result of lower
advertising revenue in most of the company's newspaper markets.  
MediaNews is also pursuing amendments to financial covenants for
the current period in its secured credit facility that S&P expect
the company to achieve over the near term.
      
"The CreditWatch listing is not specifically related to the
company seeking an amendment to its covenants, rather, it is
primarily driven by weak operating performance," said Standard &
Poor's credit analyst Emile Courtney.  

Although MediaNews has been pursuing cost efficiency measures for
some time, and expects to achieve additional cost savings in
future periods, revenue declines have outpaced cost cuts during
the past few quarters.  S&P will review expectations for the
company's operating performance, as well as upcoming external
investments by Hearst Corp., when resolving the CreditWatch
listing.


MYERS INDUSTRIES: Postponed Deal Cues S&P to Withdraw All Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all ratings on Myers
Industries Inc.  The withdrawal follows the announcement that
private equity sponsor Goldman Sachs Capital Partners would
postpone the closing of its acquisition of Myers until the fourth
quarter.

As reported in the Troubled Company Reporter on June 29, 2007, the
company carries S&P's B corporate credit rating.  The company's
$535 million first-lien term loan and $150 million first-lien
revolving credit facility carries S&P's B+ bank loan rating.  Its
$265 million Rule 144A for life senior subordinated notes maturing
in 2017 is rated CCC+ by S&P.


MKP CBO: Moody's Places B2 Class D Notes' Rating Under Review
-------------------------------------------------------------
Moody's Investors Service downgraded these notes issued by MKP CBO
VI Ltd.:

Class Description: Class C Mezzanine Secured Deferrable
                   Floating Rate Notes due 2051

     Prior Rating: A2, on review for possible downgrade

     Current Rating: Ba2, on review for possible downgrade

Class Description: Class D Mezzanine Secured Deferrable
                   Floating Rate Notes due 2051

     Prior Rating: Baa2, on review for possible downgrade

     Current Rating: B2, on review for possible downgrade

Moody's Investors Service also reported that these notes issued by
MKP CBO VI, Ltd. will remain on review for possible downgrade:

Class Description: Class A-2 Second Priority Senior Secured
                   Floating Rate Notes due 2051

     Prior Rating: Aaa, on review for possible downgrade

     Current Rating: Aaa, on review for possible downgrade

Class Description: Class B Third Priority Senior Secured
                   Floating Rate Notes due 2051

     Prior Rating: Aa2, on review for possible downgrade

     Current Rating: Aa2, on review for possible downgrade

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


NATIONAL ENERGY: July 31 Balance Sheet Upside-Down by $1.3 Million
------------------------------------------------------------------
National Energy Services Company Inc.'s consolidated balance sheet
at July 31, 2007, showed $1.1 million in total assets and
$2.4 million in total liabilities, resulting in a $1.3 million
total stockholders' deficit.

The company's consolidated balance sheet at July 31, 2007, also
showed strained liquidity with $977,153 in total current assets
available to pay $1.9 million in total current liabilities.

The company reported a net loss of $14,741 in the three months
ended July 31, 2007, a decrease from the $226,620 net loss
reported in the same period last year, mainly due to higher
reported operating revenues.

Total operating revenues rose to $589,207 from $37,169.

Full text copies of the company's consolidated financial
statements for the quarter ended July 31, 2007, are available for
free at http://researcharchives.com/t/s?2368

                       Going Concern Doubt

Bagell Josephs, Levine & Company LLC, in Gibbsboro, N.J.,
expressed substantial doubt about National Energy Services Company
Inc.'s ability to continue as a going concern after auditing the
company's consolidated financial statements as of the years ended
Oct. 31, 2006, and 2005.  The auditing firm pointed to the
company's substantial net losses for the years ended Oct. 31,
2006, and 2005, that has resulted in substantial accumulated
deficits.  

                      About National Energy

Headquartered in Egg Harbor Township, New Jersey, National Energy
Services Company Inc. (NEGS.OB) -- http://www.nescorporation.com/  
-- is engaged in the business of providing comprehensive and cost-
driven energy products and management aimed at lowering energy
consumption and helping its customers buy the energy they use more
efficiently.


NORTHWEST AIRLINES: To Own 47% of Midwest Airlines
--------------------------------------------------
Northwest Airlines Corp., the minority passive investor in the
buyout of Midwest Airlines, would own 47% of the Milwaukee-based
carrier, according to a preliminary proxy statement filed by
Midwest with the U.S. Securities and Exchange Commission on
September 13, 2007.

Pursuant to Midwest Air Group Inc.'s merger agreement dated August
16, 2007, with Midwest Air Partners, LLC -- a limited liability
company formed by an affiliate of TPG Capital, L.P. and Northwest
Airlines -- both TPG Capital and Northwest have delivered equity
commitment letters aggregating:

    EquityProvider                 Commitment Amount
    --------------                 -----------------
    TPG Partners V, L.P.                $238,111,703
    Northwest Airlines, Inc.             213,250,000
                                   -----------------       
    Total                               $451,361,703

Under the terms of the agreement, each outstanding share of
Midwest's common stock will be converted  into a right to receive
$17 per share in cash.  Northwest, as minority passive investor,
will not participate in the management or control of Midwest.

The transaction is expected to be completed in the fourth quarter
of 2007, the statement said.  All financing for the transaction is
in the form of equity.  No debt financing is required.  The
transaction is subject to approval by Midwest's shareholders, as
well as other customary conditions, including anti-trust
approvals.

The date on which Midwest's shareholders would vote on the
transaction was not set in the preliminary proxy.

              About Northwest Airlines

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

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

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

                        *     *     *

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

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


OCTANS II: Moody's Reviews $45 Mil. Class X-I Notes' Ba1 Rating
---------------------------------------------------------------
Moody's Investors Service placed these notes issued by Octans II
CDO Ltd. on review for possible downgrade:

Class Description: $108,000,000 Class B Senior Secured
                   Floating Rate Notes due 2051

     Prior Rating: Aa2

     Current Rating: Aa2, on review for possible downgrade

Class Description: $78,000,000 Class C-1 Deferrable Secured
                   Floating Rate Notes due 2051

     Prior Rating: A2

     Current Rating: A2, on review for possible downgrade

Class Description: $31,500,000 Class C-2 Deferrable Secured
                   Floating Rate Notes due 2051

     Prior Rating: A3

     Current Rating: A3, on review for possible downgrade

Moody's also downgraded these notes issued by Octans II CDO, Ltd:

Class Description: $51,000,000 Class D Deferrable Secured       
                   Floating Rate Notes due 2051

     Prior Rating: Baa2, on review for possible downgrade

     Current Rating: Baa3, on review for possible downgrade

Class Description: $45,000,000 Class X-I Deferrable Secured
                   Fixed Rate Notes due 2051

     Prior Rating: Baa3, on review for possible downgrade

     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 RMBS
securities.


OCTANS III: Moody's Reviews Two Low-B Rated Cert. Class' Ratings
----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Octans III
CDO, Ltd. on review for possible downgrade:

Class Description: $50,000,000 Class A-2 Floating Rate Senior
                   Secured Notes Due 2047

     Prior Rating: Aa2

     Current Rating: Aa2, on review for possible downgrade

Class Description: $55,000,000 Class B Floating Rate Deferrable
                   Interest Secured Notes Due 2047

     Prior Rating: A2

     Current Rating: A2, on review for possible downgrade

Moody's also downgraded these notes issued by Octans III CDO, Ltd:

Class Description: $40,000,000 Class C Floating Rate Deferrable
                   Interest Secured Notes Due 2047

     Prior Rating: Baa2, on review for possible downgrade

     Current Rating: Baa3, on review for possible downgrade

Class Description: $15,000,000 Class D Floating Rate Deferrable
                   Interest Secured Notes Due 2047

     Prior Rating: Ba1, on review for possible downgrade

     Current Rating: Ba2, on review for possible downgrade

Class Description: $20,000,000 Class E Floating Rate Deferrable
                   Interest Secured Notes Due 2047

     Prior Rating: Ba2, on review for possible downgrade

     Current Rating: B1, 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 reference obligations, which consist primarily of
cashflow CDOs, RMBS, CMBS, and ABS securities.


OFFICEMAX INC: Names Sam Martin as Exec. Vice President and COO
---------------------------------------------------------------
Sam Martin has assumed the role of OfficeMax Incorporated's
executive vice president and chief operating officer, effective
Sept. 17, 2007.  Mr. Martin will have responsibility for all areas
of Retail, Contract and Supply Chain.

Mr. Martin, 51, served as senior vice president of operations of
Wild Oats Markets Inc.  Prior to joining Wild Oats, from 2005 to
2006, Mr. Martin served as senior vice president of supply chain
for ShopKo Stores Inc.  

Mr. Martin joined ShopKo in 2003 as vice president of Distribution
and Transportation.  From 1998 until 2003, Mr. Martin was regional
vice president, Western Region, and general manager for Toys R Us.  
Prior to that, Mr. Martin served in a variety of operational roles
in his 24-year tenure with Fred Meyer Stores.

"I am extremely excited to have Sam join our executive leadership
team," Sam Duncan, chairman and chief executive officer of
OfficeMax, said.  "Sam has an exemplary track record in delivering
strong operating performance.  We welcome his wealth of knowledge
as we pursue our near- and long-term goals."

                About OfficeMax(R) Incorporated

Headquartered in Naperville, Illinois, OfficeMax Incorporated fka
Boise Cascade Corporation (NYSE:OMX) --
http://www.officemaxsolutions.com/-- provides office supplies and  
paper, print and document services, technology products and
solutions and furniture to large, medium and small businesses and
consumers.  Its customers are served by more than 36,000
associates through direct sales, catalogs, the Internet and retail
stores.  Its segments include OfficeMax, Contract; OfficeMax,
Retail, and Corporate and Other.  It distributes a line of items
for the office, including office supplies and paper, technology
products and solutions and office furniture through the OfficeMax,
Contract segment.  OfficeMax, Retail is a retail distributor of
office supplies and paper, print and document services, technology
products and solutions, and office furniture.  Boise Building
Solutions is a producer of plywood, lumber and particleboard.  
Boise Paper Solutions manufactures and sells uncoated free sheet
papers, containerboard, corrugated containers, newsprint and
market.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 22, 2007,
Standard & Poor's Ratings Services revised the outlook for
OfficeMax Inc. to positive from stable.  At the same time, S&P
affirmed the ratings on the company, including the 'B+' corporate
credit rating.  


PALM SPRINGS: To Cease Operations This Month, Desert Sun Says
-------------------------------------------------------------
Three entities that operate The Palm Springs Pavilion Theatre -- a
1000-seat theatre in downtown Palm Springs, California -- will
declare bankruptcy soon, Bruce Fessier writes for The Desert Sun.

Dick Taylor, who created the theater through his Dick Taylor
Productions with a $300,000 city loan and $2.45 million personal
money, disclosed the facility's closure last week.

According to the report, the $300,000 city loan is due May 2008,
and Mr. Taylor had only repaid $1,182 of that loan.

"The key proviso of this loan was it was fully secured and not
with collateral on the Pavilion, but with a personal cash
annuity," Palm Springs City Manager David Ready was cited by The
Desert Sun as saying.  

But, because Mr. Taylor has announced the theater's closure, Mr.
Ready said the annuity funds will be released in about 10 days,
the source relates.


POPE & TALBOT: Nods to Extend Forbearance Agreement with Lenders
----------------------------------------------------------------
Pope & Talbot Inc. agreed to an extension of its forbearance
agreement with its senior secured lenders.  The agreement will
extend the company's access to liquidity provided by the revolving
credit facility for an additional four weeks.

The company will use this additional time to continue to explore
options for improving its balance sheet, including but not limited
to, the sale of certain or all of the company's assets.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on April 12, 2007,
KPMG LLP expressed substantial doubt on Pope & Talbot 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 significant borrowings
and the uncertainty over the company's ability to comply with the
financial covenants in future periods.

                       About Pope & Talbot

Pope & Talbot Inc. (NYSE: POP) -- http://www.poptal.com/-- is
a pulp and wood products company.  The company is based in
Portland, Oregon.  The company was founded in 1849 and produces
market pulp and softwood lumber at mills in the U.S. and Canada.
Markets for the company's products include the U.S., Europe,
Canada, South America, and the Pacific Rim.


RAPID LINK: Inks Letter of Intent to Purchase Two Networks
----------------------------------------------------------
Rapid Link, Inc. disclosed last week that it has signed a Letter
of Intent to purchase the business and assets of Web Breeze
Networks LLC and Communications Advantage LLC, each a wireless
broadband service provider.

Web Breeze Networks and Communications Advantage are located in
rural Amador County, Calif.  The assets include a 350 square mile
wireless broadband network in Amador, Calif., a worldwide web-
hosting service, full service web based Email services, nationwide
dial-up Internet access, national IP voice messaging and fax
messaging service and over 800 long-distance customers using One
Plus dialing, Nationwide 800, and Travel Card services.

"The signing of the Letter of Intent to acquire Web Breeze
Networks LLC and Communications Advantage LLC marks a major
milestone in our endeavor to provide a complete communications
service package to our customers.  We focus on niche markets, such
as those served by Web Breeze Networks and Communications
Advantage, and we are committed to own and manage the 'last mile'
of communications connectivity.  This acquisition would augment
our ability to provide our customers a full array of communication
services from broadband to basic phone services all under one
platform.  We would be able to offer the same type of services
currently offered by larger carriers such as Verizon, Qwest,
Sprint and Time Warner," stated John Jenkins, chief executive
officer of Rapid Link.

Chris Canfield, Rapid Link's president and chief financial
officer, added, "This acquisition will complete the first step in
allowing us to provide many different communication services under
one package to our customers.  This not only could increase our
net margin per customer, but could make our customers less likely
to move their services to another network, potentially increasing
our customer retention levels significantly."

Eric Shippam, managing director of Web Breeze and Communications
Advantage, commented, "I am thrilled at the prospect of becoming
part of the Rapid Link team.  I have worked closely with the
principals of Rapid Link and the entire Rapid Link support team
for years.  I have extreme confidence in our combined abilities
and look forward to growing the broadband wireless divisions of
Rapid Link, and taking the company to another level of service
offerings."

                        About Rapid Link

Headquartered in Los Angeles, California, Rapid Link Inc. (OTC BB:
RPID.OB) -- http://www.rapidlink.com/ -- is a communications  
company providing various forms of voice and data transport
services to wholesale and retail customers around the world.  
Rapid Link companies provide licensed traditional long distance
services in the contiguous United States, as well as other next
generation communication services worldwide, including voice over
internet protocol and information service products tailored for
each target market.  


RAPID LINK: July 31 Balance Sheet Upside-Down by $4.4 Million
-------------------------------------------------------------
Rapid Link Inc.'s consolidated balance sheet at July 31, 2007,
showed $7.3 million in total assets and $11.7 million in total
liabilities, resulting in a $4.4 million total shareholders'
deficit.

The company's consolidated balance sheet at July 31, 2007, also
showed strained liquidity with $1.5 million in total current
assets available to pay $11.7 million in total current
liabilities.

The company incurred a net loss of $505,407 in the three months
ended July 31, 2007, flat compared to the $510,494 net loss
reported in the same period last year.  

Revenues fell to $4.2 million from $4.8 million.  This decline was
offset by a decrease in interest expense.

Interest expense, cash and noncash, for the third quarter of
fiscal 2007 decreased by $256,000 or 51.0% compared to the same
period of fiscal 2006.

The company also recognized $71,000 of deferred costs associated
with the issuance of 4,000,000 warrants to Westside Capital, which
vested during the third quarter of fiscal 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended July 31, 2007, are available for
free at http://researcharchives.com/t/s?2369

                       Going Concern Doubt

KBA GROUP LLP, in Dallas, expressed substantial doubt about Rapid
Link Inc.'s ability to continue as a going concern after auditing
the company's consolidated financial statements for the years
ended Oct. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring losses from continuing operations during each
of the last two fiscal years.  Additionally, the auditing firm
reported that at Oct. 31, 2006, the company's current liabilities,
which includes significant amounts of past due payables, exceeded
its current assets by $4.7 million and the company has a
shareholders' deficit totaling $2.6 million.

The company has an accumulated deficit of approximately
$52.0 million as of July 31, 2007, as well as a working capital
deficit of approximately $10.3 million. In addition, a significant
amount of the company's trade accounts payable and accrued
liabilities are past due.

                        About Rapid Link

Headquartered in Los Angeles, California, Rapid Link Inc. (OTC BB:
RPID.OB) -- http://www.rapidlink.com/ -- is a communications  
company providing various forms of voice and data transport
services to wholesale and retail customers around the world.  
Rapid Link companies provide licensed traditional long distance
services in the contiguous United States, as well as other next
generation communication services worldwide, including voice over
internet protocol and information service products tailored for
each target market.


RESIDENTIAL ASSET: Fitch Lowers Ratings on $71.1MM Certificates
---------------------------------------------------------------
Fitch Ratings has taken these rating actions on Residential Asset
Mortgage Product, Inc. mortgage pass-through certificates.  

Affirmations total $1 billion and downgrades total $71.1 million.  
Break Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

RAMP 2006-RS3

  -- $470.3 million class A affirmed at 'AAA' (BL: 21.52, LCR:
     2.13);

  -- $15.3 million class M-1 rated 'AA+', placed on Rating
     Watch Negative (BL: 18.73, LCR: 1.86);

  -- $13.8 million class M-2 rated 'AA+', placed on Rating
     Watch Negative (BL: 16.19, LCR: 1.61);

  -- $8.2 million class M-3 rated 'AA', placed on Rating Watch
     Negative (BL: 14.65, LCR: 1.45);

  -- $7.5 million class M-4 rated 'AA-', placed on Rating Watch
     Negative (BL: 13.21, LCR: 1.31);

  -- $7.1 million class M-5 downgraded to 'BBB-' from 'A+' (BL:
     11.80, LCR: 1.17);

  -- $5.2 million class M-6 downgraded to 'BB+' from 'A' (BL:
     10.73, LCR: 1.06);

  -- $3.7 million class M-7 downgraded to 'BB' from 'A-' (BL:
     9.93, LCR: 0.98);

  -- $3.7 million class M-8 downgraded to 'BB-' from 'BBB+'
     (BL: 9.16, LCR: 0.91);

  -- $7.5 million class M-9 downgraded to 'B' from 'BBB+' (BL:
     7.85, LCR: 0.78).

Deal Summary

  -- Originators: 100% GMAC RFC;
  -- 60+ day Delinquency: 12.69%;
  -- Realized Losses to date (% of Original Balance): 0.23%;
  -- Expected Remaining Losses (% of Current Balance): 10.09%;
  -- Cumulative Expected Losses (% of Original Balance): 7.64%.

RAMP 2005-RS1 Group 1

  -- $113.2 million class A affirmed at 'AAA' (BL: 27.93, LCR:
     9.31);

  -- $9.3 million class M-I-1 affirmed at 'AA' (BL: 22.46, LCR:
     7.49);

  -- $6.2 million class M-I-2 affirmed at 'A' (BL: 19.48, LCR:
     6.5);

  -- $3.1 million class M-I-3 affirmed at 'BBB+' (BL: 18.00,
     LCR: 6.00);

  -- $2.5 million class M-I-4 affirmed at 'BBB' (BL: 16.82,
     LCR: 5.61).

Deal Summary

  -- Originators: 100% GMAC RFC;
  -- 60+ day Delinquency: 4.38%;
  -- Realized Losses to date (% of Original Balance): 0.77%;
  -- Expected Remaining Losses (% of Current Balance): 3.00%;
  -- Cumulative Expected Losses (% of Original Balance): 2.46%.

RAMP 2005-RS1 Group 2

  -- $34.9 million class A affirmed at 'AAA' (BL: 83.86, LCR:
     6.53);

  -- $68.8 million class M-II-1 affirmed at 'AA' (BL: 28.81,
     LCR: 2.24);

  -- $39.8 million class M-II-2 affirmed at 'A' (BL: 19.87,
     LCR: 1.55);

  -- $10.8 million class M-II-3 downgraded to 'BBB+' from 'A-'
     (BL: 17.69, LCR: 1.38);

  -- $10.8 million class M-II-4 downgraded to 'BBB' from 'BBB+'
     (BL: 15.80, LCR: 1.23);

  -- $8.5 million class M-II-5 (Turbo) affirmed at 'BBB' (BL:
     18.17, LCR: 1.41).

Deal Summary

  -- Originators: 100% GMAC RFC;
  -- 60+ day Delinquency: 25.04%;
  -- Realized Losses to date (% of Original Balance): 2.12%;
  -- Expected Remaining Losses (% of Current Balance): 12.84%;
  -- Cumulative Expected Losses (% of Original Balance): 5.93%.

RAMP 2005-RS4

  -- $133.8 million class A affirmed at 'AAA' (BL: 48.69, LCR:
     4.51);

  -- $14.1 million class M-1 affirmed at 'AA+' (BL: 42.71, LCR:
     3.96);

  -- $19.1 million class M-2 affirmed at 'AA' (BL: 34.39, LCR:
     3.19);

  -- $10.5 million class M-3 affirmed at 'AA-' (BL: 29.78, LCR:
     2.76);

  -- $7.8 million class M-4 affirmed at 'A+' (BL: 26.29, LCR:
     2.44);

  -- $7.8 million class M-5 affirmed at 'A' (BL: 22.79, LCR:
     2.11);

  -- $6.0 million class M-6 affirmed at 'A-' (BL: 20.04, LCR:
     1.86);

  -- $6.0 million class M-7 affirmed at 'BBB+' (BL: 17.19, LCR:
     1.59);

  -- $5.5 million class M-8 downgraded to 'BBB-' from 'BBB+'
     (BL: 11.92, LCR: 1.10);

  -- $4.2 million class M-9 downgraded to 'BB' from 'BBB' (BL:
     10.43, LCR: 0.97);

  -- $3.1 million class B-1 downgraded to 'B+' from 'BB+' (BL:
     9.35, LCR: 0.87);

  -- $5.2 million class B-2 downgraded to 'B' from 'BB' (BL:
     8.42, LCR: 0.78);

  -- $3.9 million class B-3 downgraded to 'B' from 'B+' (BL:
     8.33, LCR: 0.77).

Deal Summary

  -- Originators: 100% GMAC RFC;
  -- 60+ day Delinquency: 15.98%;
  -- Realized Losses to date (% of Original Balance): 1.43%;
  -- Expected Remaining Losses (% of Current Balance): 10.79%;
  -- Cumulative Expected Losses (% of Original Balance): 6.16%.


RITCHIE (IRELAND): Court OKs $2.7MM DIP Financing From Affiliate
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Ritchie Risk-Linked Strategies Trading (Ireland) II
Ltd. to obtain a $2,700,000 postpetition financing from its
affiliate, Ritchie Risk-Linked Strategies Trading Ltd.

In his order, the Hon. Burton R. Lifland modified the terms of
the financing eliminating the $54,000 fee that was to be paid to
the lender on the closing date.

The loan will be repaid in full at a rate of 8% per annum and will
terminate at the earliest of:

   -- Dec. 15, 2007;

   -- the date on which the commitment is terminated because of
      the existence and continuance of an event of default;

   -- the effective date of a plan of reorganization in the
      chapter 11 case; or

   -- the closing date of sale of all or substantially all of
      Ritchie II's assets.

Upon the occurrence of a default or event of default, interest on
the loan will be payable at a rate of 10% per annum.

Based in Dublin, Ireland, Ritchie Risk-Linked Strategies Trading
(Ireland) Ltd. and Ritchie Risk-Linked Strategies Trading
(Ireland) II Ltd. -- http://www.ritchiecapital.com/-- are Dublin-
based funds of hedge fund group Ritchie Capital Management.  The
Debtors were formed as special purpose vehicles to invest in life
insurance policies in the life settlement market.  The Debtors
filed for Chapter 11 protection on June 20, 2007 (Bankr. S.D.N.Y.
Case Nos. 07-11906 and 07-11907).  Allison H. Weiss, Esq., David
D. Cleary, Esq., and Lewis S. Rosenbloom, Esq., at LeBoeuf, Lamb,
Greene & MacRae, LLP represent the Debtors in their restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed to date.  When the Debtors filed for bankruptcy, they
listed estimated assets and debts of more than $100 million.  The
Debtors' exclusive period to file a Chapter 11 plan expires on
Oct. 18, 2007.


SACO I: Poor Performance Cues S&P to Cut Ratings on 10 Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 10
classes from SACO I Trust's series 2005-5 and 2005-7.  

Concurrently, S&P removed its rating on class I-B-4 from
series 2005-5 from CreditWatch with negative implications, where
it was placed June 22, 2007.  At the same time, S&P affirmed its
ratings on the remaining classes from these two SACO I Trust
series.
     
The downgrades reflect continuing deterioration in the performance
of the collateral backing these transactions.  Credit support for
these deals is derived from a combination of subordination, excess
interest, and overcollateralization.  Closed-end second-lien
mortgage pools back both transactions.  Severely delinquent
second-lien loans are likely to be charged off when they become
180 days delinquent.  For the past six months, realized losses
have consistently outpaced excess interest spread, to the extent
that credit enhancement has been reduced to levels that are not
sufficient to support the previous ratings on the downgraded
classes.
     
As of the August 2007 remittance period, the O/C for the loans
backing series 2005-5's group I certificates had been reduced to
$16.06 million, or 2.84% of the original pool balance.   
Cumulative realized losses for this loan group reached
$46.35 million, or 8.19% of the original pool balance.  Total
delinquencies and severe delinquencies (90-plus-days,
foreclosures, and REOs) for loan group I constitute 15.54% and
6.70% of the current pool balance, respectively.
     
For the same time period, O/C for the pool backing series 2005-7
had been depleted.  S&P lowered the rating on class B-4 to 'D' due
to a principal write-down in the August remittance period.  
Cumulative realized losses reached $25.90 million, or 6.42% of the
original pool balance.  Total delinquencies and severe
delinquencies constitute 13.02% and 5.72% of the current pool
balance, respectively.
     
S&P removed its rating on class I-B-4 from series 2005-5 from
CreditWatch because it was lowered to 'CCC'.  According to
Standard & Poor's surveillance practices, ratings lower than 'B-'
on classes of certificates or notes from RMBS transactions are not
eligible to be on CreditWatch negative.
     
The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.
     
These transactions were initially backed by either subprime or
Alt-A closed-end second-lien mortgage loans, or by home equity
lines of credit.  The guidelines used in the origination process
generally employed standards intended to assess the credit risk of
borrowers with imperfect credit histories or relatively high
ratios of monthly mortgage payments to income.
    

                        Ratings Lowered
   
                         SACO I Trust

                                      Rating
                                      ------
          Series    Class      To               From
          ------    -----      --               ----
          2005-5    I-M-5      BBB              A-
          2005-5    I-B-1      BB               BBB+
          2005-5    I-B-2      B+               BBB
          2005-5    I-B-3      B                BBB-
          2005-7    M-5        BBB              A-
          2005-7    B-1        B+               BBB+
          2005-7    B-2        B                BB+
          2005-7    B-3        CCC              B
          2005-7    B-4        D                CCC

      Rating Lowered and Removed from Creditwatch Negative
    
                          SACO I Trust

                                      Rating
                                      ------
           Series    Class      To              From
           ------    -----      --              ----
           2005-5    I-B-4      CCC             BB/Watch Neg
  
                        Ratings Affirmed
     
                          SACO I Trust

                 Series    Class        Rating
                 ------   -----         -------
                 2005-5    I-A          AAA
                 2005-5    I-M-1        AA
                 2005-5    I-M-2        AA-
                 2005-5    I-M-3        A+
                 2005-5    I-M-4        A
                 2005-7    A            AAA
                 2005-7    M-1          AA
                 2005-7    M-2          AA-
                 2005-7    M-3          A+
                 2005-7    M-4          A


SCO GROUP: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: The S.C.O. Group, Inc.
             aka F.K.A. Caldera International, Inc.
             355 South 520 West
             Lindon, UT 84042

Bankruptcy Case No.: 07-11337

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        S.C.O. Operations, Inc.                    07-11338

Type of business: The Debtor provides software technology for
                  distributed, embedded, network-based and mobile
                  systems.  It offers S.C.O. OpenServer for small
                  to medium business, UnixWare and S.C.O. Mobile
                  Server for enterprise applications and digital
                  network services.  See http://www.sco.com

Chapter 11 Petition Date: September 14, 2007

Court: District of Delaware (Delaware)

Judge: Kevin Gross

Debtors' Counsel: James E. O'Neill, Esq.
                  Laura Davis Jones, Esq.
                  Pachulski, Stang, Ziehl & Jones, L.L.P.
                  919 North Market Street, 17th Floor
                  P.O. Box 8705
                  Wilmington, DE 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400

Debtor's Financial Condition as of Sept. 10, 2007:

Total Assets: $14,800,000

Total Debts:  $7,500,000

Debtors' Consolidated List of 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Amici, L.L.C.                  Trade Debt                $500,651
80 State Street, Suite 600
Albany, NY 12720

Boies Schiller & Flexner,      Trade Debt                $287,256
L.L.P.                                            
401 East Las Olas Boulevard,
Suite 1200
Fort Lauderdale, FL 33301

The Canopy Group               Trade Debt                $139,895
c/o Cushman & Wakefield
P.O. Box 45257
San Francisco, CA 94145

Gre Mountain                   Trade Debt                $132,502
Heights Property

Microsoft Licensing, Inc.      Trade Debt                $125,575
                                                        
Sun Microsystems, Inc.         Trade Debt                 $50,000

Veritas Software               Trade Debt                 $37,881

Intel Corp.                    Trade Debt                 $25,302

Fujitsu Services               Trade Debt                 $25,302

H.P.-Nonstop Royalty           Trade Debt                 $25,302
Accounting

Unisys Corporation             Trade Debt                 $25,302

K.S.J. Consulting              Trade Debt                 $21,781

4Front Technologies            Trade Debt                 $10,417

Silverman Heller               Trade Debt                 $10,352
Associates

Madson & Austin                Trade Debt                  $8,478

Radd Strategic Solutions,      Trade Debt                  $7,027
L.L.C.

Sage Forensic Accounting       Trade Debt                  $6,221

Profile Consulting, Inc.       Trade Debt                  $5,450

Sun Microsystems, Inc.         Trade Debt                  $5,414
Software Royalty Accounting
Group

AMLAW Discovery                Trade Debt                  $5,400


SEMINOLE TRIBE: Moody's Rates Proposed $240 Million Bonds at Ba1
----------------------------------------------------------------
Moody's Investors Service raised the Seminole Tribe of Florida's
existing series A & B gaming division bonds and term loan one-
notch to Baa3.  This completes the rating review that was
initiated on Sep. 7, 2007 when Moody's placed the Tribe's ratings
on review for possible upgrade.  A stable rating outlook was
assigned.  The Tribe's Corporate Family Rating, Probability of
Default Rating and Loss Given Default Assessments were withdrawn.

Moody's also assigned a Ba1 rating to the Tribe's proposed
$240 million series 2007A tax-exempt special obligation bonds due
2027 and $219 million series 2007 B taxable special obligation
bonds due 2020.  Proceeds from the new bonds will be used for non-
gaming related infrastructure and other governmental activities of
the Tribe.

The investment grade rating considers that issues regarding the
Tribe's use of gaming revenue have been satisfactorily reviewed by
the National Indian Gaming Commission, and that while the NIGC
made a number of recommendations regarding financial reporting and
governance related issues related to the Tribe directly, the
results of the NIGC audit do not put the Tribe's gaming operations
at any risk.  The mitigation of this risk, along with continued
domination of the Florida gaming market, a very good liquidity
profile, and a financial profile that has exhibited low investment
grade characteristics since the Tribe's bonds were initially rated
in Sep. 2005 (debt/EBITDA has historically been less than 2.5
times), are key factors supporting the upgrade.

Credit concerns include the Tribes' sole gaming concentration in
one state, increased competition in Florida, and continued
expectation that most or all of surplus cash generated each year
will be distributed.  Also considered is that although substantial
progress has been made with respect to corporate governance
issues, the Tribe is subject to follow-up reviews by the NIGC.

The Baa3 rating on the Tribe's gaming division term loan and
existing series A & B taxable gaming division bonds take into
account that their respective indentures prohibit the issuance of
debt senior to these obligations.  The Ba1 rating on the Tribe's
proposed $459 million series 2007 special obligation bonds
considers that the bonds will be subordinate to all debt incurred
pursuant to the gaming division bonds The one-notch difference
between the gaming division debt and series 2007 bonds reflects
the Tribe's strong ability and incentive to make debt service
payments on the bonds to have access to the cash flow for
governmental and per capita uses.

The stable rating outlook reflects the favorable long-term outlook
for Florida gaming market and anticipates leverage and coverage
metrics as well as the Tribe's financial policy will remain
consistent with an investment grade credit profile over the long-
term.  The stable outlook acknowledges the increased amount of
competition in Florida but expects that the state will easily
absorb it the increased supply and that Tribe's gaming revenue
will continue to exhibit growth, even though a slower growth rate
is possible.

The Seminole Tribe of Florida is a federally recognized Indian
tribe with enrolled membership of about 3,200 members, most of who
reside on Tribal lands in Florida.  The Tribe owns and operates
seven Class II gaming facilities located on Tribal lands
throughout southern and central Florida.


SERENA SOFTWARE: S&P Holds B Rating and Revises Outlook to Pos.
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on San
Mateo, California-based Serena Software Inc. to positive from
stable.  "This follows continued positive operating trends and
improved leverage levels," said Standard & Poor's credit analyst
David Tsui.
     
Ratings on the company, including the 'B' corporate credit rating,
were affirmed.
     
The ratings on Serena Software reflect the company's narrow
business profile, competitive marketplace, and high leverage.   
These factors are partly offset by a leading position in a growing
niche software market, strong EBITDA margins, and a significant
base of recurring business.
     
Serena provides enterprise software applications and related
services aimed at managing change in the IT environment.  The
company's software products provide services that automate
processes and control changes for teams within enterprises that
are managing development, Web content, and IT infrastructure.  
Mainframe and Distributed, the two main platforms, add up to a
$1 billion market.  Serena's product portfolio is cross-platform,
spanning both of these key markets.


SUB SURFACE: June 30 Balance Sheet Upside-Down by $901,703
----------------------------------------------------------
Sub Surface Waste Management of Delaware Inc.'s consolidated
balance sheet at June 30, 2007, showed $1.4 million in total
assets and $2.3 million in total liabilities, resulting in a
$901,703 total stockholders' deficit.

The company's consolidated balance sheet at June 30, 2007,
moreover showed strained liquidity with $1.3 million in total
current assets available to pay $2.3 million in total current
liabilities.

The company incurred a net loss of $781,346 in the third quarter
ended June 30, 2007, an increase from the $423,361 net loss
reported in the same period last year, mainly due to lower
revenues and higher selling, general and administrative expenses.

Revenue fell 28% to $55,379 from $76,662.  Revenues consisted
primarily of engineering services, construction, and bio-
remediation of hydro-carbons in contaminated soil for projects in
Mexico.  

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?2352

                     About Sub Surface Waste

Headquartered in Carlsbad, Calif. Sub Surface Waste Management of
Delaware Inc. -- http://www.subsurfacewastemanagement.com/-- is a  
majority owned subsidiary of U.S. Microbics Inc.  The company
provides comprehensive civil and environmental engineering project
management services including specialists to design, permit, build
and operate environmental waste clean-up treatment systems using
conventional, biological and filtration technologies.


SWIFT CORP: S&P Puts 'B' Ratings Under Negative Watch
-----------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the long-term 'B' corporate credit rating, on Swift Corp. on
CreditWatch with negative implications.  The CreditWatch placement
reflects Swift's somewhat worse-than-expected operating
performance in recent months and concerns over its near-term
operating performance given the slowing U.S. economy and the
pressures currently being experienced by the trucking sector.  
Swift Corp. is the holding company for Swift Transportation Co.
Inc., a Phoenix, Ariz.-based truckload carrier.
     
At the same time, Standard & Poor's placed the 'B' rating on Swift
Transportation Co. Inc.'s $835 million second-lien notes on
CreditWatch with negative implications.  In addition, S&P placed
the 'BB-' rating on Swift Transportation Co. Inc.'s first-lien
credit facility, consisting of a $450 million revolving credit
facility and $1.72 billion term loan B, on CreditWatch with
negative implications.
      
"Conditions in the trucking sector have deteriorated in recent
months and will likely not improve materially over the near term
given the slowing U.S. economy," said Standard & Poor's credit
analyst Anita Ogbara.  "As a result, we expect Swift's operating
performance and financial profile to remain weaker than previously
expected."
     
Swift is the largest for-hire truckload carrier in the U.S., as
measured by the number of trucks, operating a fleet of 18,000
tractors, 49,000 trailers, and 31 major terminals in the U.S. and
Mexico.  Although it is one of the larger players in a very
fragmented industry, it is subject to significant competitive
pressures.  These pressures are likely to intensify over the near
to intermediate term given the current U.S. economic outlook.
Swift operates an older fleet than many of its competitors, which
could exacerbate competitive pressures during this period of weak
demand.
     
Swift has adequate liquidity based on $171 million of cash on hand
and $253 million of availability under the revolving credit
agreement as of June 30, 2007.  However, the company has more
limited flexibility for dealing with an extended period of
industry weakness given its highly leveraged capital structure.   
S&P will meet with management to discuss Swift's operating
prospects and liquidity outlook.  S&P are likely to lower ratings
if it appears that the financial profile of the company will
remain below previous expectations.


TORBAY HOLDINGS: Posts $597,820 Net Loss in Quarter Ended June 30
-----------------------------------------------------------------
Torbay Holdings Inc. incurred a net loss of $597,820 in the second
quarter ended June 30, 2007, an increase from the $174,814 net
loss reported in the same period last year, mainly due to a
$345,948 loss on change in fair value of derivative liability and
an increase in interest expense and financing cost.

With the transfer of the Designer Appliances business on June 29,
2007, the company had no revenue from continuing operations to
report.  

At June 30, 2007, the company's consolidated balance sheet showed
$1.1 million in total assets, $719,594 in total liabilities, and
$377,612 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?2365

                       Going Concern Doubt

Holtz Rubenstein Reminick LLP, in New York, expressed substantial
doubt about Torbay Holdings Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's losses, negative cash flows, working
capital deficiency and stockholders' deficiency.

                      About Torbay Holdings

Headquartered in Irvine, Calif., Torbay Holdings Inc. (OTC BB:
TRBY), was, prior to June 29, 2007, engaged through its
subsidiary, Designer Appliances Inc., in the development, sale and
marketing of computer mouse and software products in the United
States.

On June 29, 2007, the company transferred to Mr. Thomas Large, a
former officer who remains a director of the company, 100% of the
capital stock of Designer Appliances Inc. and all other assets and
liabilities of the company relating to its computer mouse and
software business, including intellectual property and physical
materials, including hardware and software and all rights
pertaining thereto, in consideration of the payment to the  
company in perpetuity of a 1.0% royalty on sales by Designer
Appliances Inc., the return by Mr. Large to the company of
1,000,000 shares of its common stock, and the grant to the company
of a 5.0% interest in the disposal value of Designer Appliances
Inc.


TOYS 'R' US: CEO Testifies at Senate Hearing on Toy Safety
----------------------------------------------------------
Jerry Storch, Chairman and Chief Executive Officer of Toys "R" Us,
Inc. has testified on the issue of toy safety at a special hearing
of the Senate Appropriations Subcommittee on Financial Services
and General Government last week.  In his testimony, Mr. Storch
reaffirmed the company's support of proposed federal legislation
to build a more effective Consumer Product Safety Commission,
strengthen third-party testing requirements for products, and
introduce production code stamping.

In addition, the company disclosed new steps it is taking to
ensure customers receive even more rapid and detailed information
regarding toy safety issues.

"We recognize that the issue of toy safety goes well beyond
business and directly to the well-being of the families we serve,"
Mr. Storch commented.  "We have reiterated that simple, single
fact to our employees, suppliers and business partners.  We will
not tolerate products that do not meet our rigorous safety
standards."

Mr. Storch commented on product recalls from the perspective of a
retailer, and discussed the company's strict procedures for
handling these recalls.  On the issue of how to improve the recall
process, Mr. Storch said, "We believe the recall process itself
could be improved in two ways: First, we support legislation
shortening the timeframes during the period between identification
of a problem and the eventual recall of that product.  Second, we
also believe that production code stamping of products and
packaging would significantly help in tracing potential safety
issues."

In addition, Mr. Storch shared with the Subcommittee some of the
company's requirements of its manufacturers to help reduce and
prevent future recalls.  In his testimony, he stated, "There are
three prongs to effective prevention of problems: setting
standards, comprehensive testing to ensure compliance with those
standards, and deterrence through real consequences if the
standards are violated.  We have long held our vendors accountable
for meeting strict safety standards.  There is no room for
compromise. And if a vendor does not meet our standards, we take
immediate action.  To strengthen deterrence even more, we support
increasing penalties for noncompliance."

"We are also moving to require that our vendors submit to us
certification of testing for each batch coming to Toys "R" Us," he
continued.  "To reinforce this direction, we strongly support
strengthening third-party testing requirements. Specifically, we
advocate for legislation requiring accredited certification of
testing facilities."

"Recent events have catalyzed increased scrutiny in manufacturing,
tighter controls and substantially more and more product testing,"
Mr. Storch concluded.  "This is good news for us and our
customers. Against this backdrop, and with the combination of
these efforts by retailers, regulators, and manufacturers, we
believe that together we will make this the safest of holiday
seasons for American consumers."

As part of its ongoing commitment to safety, Toys "R" Us, Inc.  
also reported new enhancements to ensure its customers have the
most specific and up-to-date information on toy safety issues.  
Mr. Storch shared these new initiatives with the Subcommittee,
which include:

   * Launching a dedicated toy safety microsite,   
     http://www.Toysrus.com/Safety/that has information about  
     the company's safety assurance standards and procedures,
     as well as specific recall information;
   
   * Introducing an email notification system for recalls;
   
   * Adding bilingual recall notices to its communication
     protocols; and
    
   * Introducing new Safety Boards in stores, which will
     contain important product safety information, including
     recall notices.

These improvements are part of the company's ongoing efforts to
raise the bar continually when it comes to the safety of children.  
These new measures were developed to deliver rapid and decisive
communications to customers about safety issues.

                        About Toys 'R' Us

Headquartered in Wayne, New Jersey, Toys "R" Us --
http://www.Toysrus.com/-- is a specialty toy retailer, which  
sells merchandise through more than 1,500 stores, including 586
stores in the U.S. and 699 international stores, which include
licensed and franchised stores, and through its Internet site.

Babies "R" Us -- http://www.Babiesrus.com/-- is a baby product  
specialty store chain, which sells merchandise through 256 stores
in the U.S. as well as on the Internet.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 28, 2007,
Moody's Investors Service confirmed the B2 corporate family rating
and the B2 probability of default rating of Toys 'R' Us Inc.  
Moody's also confirmed the Caa1 rating of the company's senior
unsecured notes due 2011-2018.  The outlook is stable.

As reported in the Troubled Company Reporter on July 3, 2007,
Standard & Poor's Ratings Services raised its corporate credit
rating on Toys 'R' Us Inc. to 'B' from 'B-'.  At the same time,
the senior unsecured rating was raised to 'CCC+' from 'CCC'.  The
outlook is stable.


TPF II: S&P Rates $180 Million Senior Secured Term Loan at BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB-'
ratings to TPF II LC LLC's $180 million senior secured term loan B
and $40 million revolver, both of which mature in 2014.  At the
same time, Standard & Poor's assigned recovery ratings of '2' to
the facilities, indicating the expectation of substantial recovery
(70%-90%) in event of default.  The outlook is stable.
     
The proposed issues will be used to finance the acquisition of two
simple-cycle natural gas peaking power plants, Lincoln Generation
Facility and Crete Generation Facility, with nominal capacity of
656 MW and 328 MW, respectively.  The plants will be purchased
from ArcLight, DTE Energy Services, and Tyr Energy.  TPF II L.P.,
a newly formed private equity fund, will indirectly own 100% of
TPF II LC LLC.
     
The preliminary ratings assume that all project documents are
finalized on comparable terms as presented to Standard & Poor's,
and that the project meets S&P's criteria for special purpose
entities, including the provision of an independent director and a
non-consolidation opinion.  The final rating will depend on
meeting these criteria and a review of all finalized project
documents.
     
The project is expected to generate revenue from tolling
agreements already in place, followed by merchant energy and
capacity payments in the RTO region of PJM's reliability pricing
model capacity market when the agreements expire.
     
The 'BB-' rating reflects these risks:

     -- Commodity risk for fuel, energy, and capacity prices
        through the majority of the debt's term;

     -- Refinancing risk in 2014 under the Standard & Poor's
        base case;

     -- Dependence on cash from operations to fund major
        maintenance expenditures;

     -- Ability to incur additional debt at TPF II L.P.; and

     -- Historical heat rates above pro forma projections,
        based on limited data.
     
The above risks are offset by these strengths at the 'BB-' level:     

     -- A 100% sweep of excess cash that steps down to 75% at a
        leverage ratio (debt to CFADS) of 3x or lower;

     -- Contracted revenues from tolling agreements and
        transparent capacity pricing over the next three years;

     -- Robust coverage ratios under several stress scenarios,
        including low dispatch and depressed capacity prices;

     -- Revenue streams from both energy and capacity at two   
        locations, providing mild diversification; and

     -- A six-month debt service reserve account.


TRUESTAR BARNETT: Court Sets Oct. 3 Hearing to Decide on Venue
--------------------------------------------------------------
Honorable Stacey G. Jernigan, the bankruptcy judge in Truestar
Barnett's Dallas bankruptcy case, has set a hearing for Oct. 3,
2007, to determine if the Truestar Barnett bankruptcy case will go
forward in Dallas or Denver.  This is the opportunity for all
creditors to weigh in on this very important issue.

On Aug. 31, 2007, Optima Services International LTD. and five
other creditors have filed an involuntary chapter 11 bankruptcy
petition against Truestar Barnett LLC in the United States
Bankruptcy Court, Northern District of Texas, Dallas Division.  

Optima anticipates that other creditors will also join in the near
future.  Also on Aug. 31, 2007, but after the Dallas involuntary
bankruptcy filing, Truestar Barnett filed a voluntary chapter 11
bankruptcy petition in the United States bankruptcy Court located
in Denver, Colorado.

On Aug. 31, 2007, an involuntary chapter 11 bankruptcy petition
was also filed against Truestar Petroleum Corporation in the
Dallas Bankruptcy Court.  Truestar Petroleum Corporation has not
filed a voluntary bankruptcy as of Sept. 14.

"We believe the right venue for both bankruptcy matters should be
Texas," Robert Kubbernus president of Optima, stated.  "The assets
of Truestar are in Texas, most of the creditors including employee
claims against the company are in Texas, the senior lender
Macquarie Bank is in Texas, all partners in the Barnett Shale
assets are in Texas and the operator of the assets Eagle Oil and
Gas are also located in Texas."

"We also believe that if an orderly sale of all the assets of
Truestar were to take place, our highest and best opportunity for
full recovery for all creditors will come from within Texas," Mr.
Kubbernus concluded.  "We also believe that by conducting a
bankruptcy of both the parent company Truestar Petroleum and its
subsidiary Truestar Barnett, no creditors will be forgotten in the
process."

In both the Truestar Barnett and Truestar Petroleum Corporation
bankruptcy matters, Optima is represented by Walter Cicack at the
law firm of Seyfarth Shaw.

                   About TrueStar Barnett LLC

Headquartered in Denver, Colorado, TrueStar Barnett LLC fdba
Trinity Barnett LLC -- http://www.truestar-petroleum.com/--  
TrueStar Petroleum Corporation (CVE:TPC) is the sole managing
member of the Debtor, formed to facilitate the acquisition and
operation of the oil and gas assets in the Newark East Gas Field
in Texas from Eagle Oil & Gas Co.  The company filed for Chapter
11 protection on Aug. 31, 2007, (Bankr. D. Colo. Case No.
07-19746).  Duncan E. Barber, Esq. and Steven T, Mulligan, Esq.
of                   
Bieging Shapiro & Burrus LLP represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it disclosed estimated assets and debts of
$1 million to $100 million.


US REDUCTION: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: U.S. Reduction, Inc.
        641 Lexington Avenue, 26th Floor
        New York, NY 10022

Bankruptcy Case No.: 07-12897

Chapter 11 Petition Date: September 14, 2007

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Gabriel Del Virginia, Esq.
                  641 Lexington Avenue, 21st Floor
                  New York, NY 10022
                  Tel: (212) 371-5478
                  Fax: (212) 371-0460

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Translux Limited (Dubai)       Unsecured Term loan       $906,459
                               due on January 1,
                               2013, with interest
                               at 5-percent
                               prepayable on demand
                               from surplus; value
                               of principal:
                               $841,212

                               Unsecured Term            $408,793
                               loan due April 24,
                               2016, with interest
                               at 5-percent; value of
                               principal: $384,998

                               Unsecured Demand Loan     $273,941
                               with interest at 5-
                               percent; value of
                               principal: $257,995

The John Leopolda Fiorilla     Convertible               $814,291
Revocable Trust                Notes 2003-2007
555 Park Avenue
New York, NY 10021

John S. Samuels, III           Advances; value of        $496,300
641 Lexington Avenue,          principal: $451,182;
26th Floor
New York, NY 10022

Jonathan M. Sacks              Promissory                $451,688
761 Galloping Hill Road        Notes 2004-2005
Franklin Lakes, NJ 07417       

Translux Group, Inc.           Advances                  $290,622
641 Lexington Ave, 26th Floor
New York, NY 10022

Delta Capital Corporation      Business commission       $257,995
620 Fifth Avenue, 3rd Floor    2006          
New York, NY 10020

First Lexington Corporation    Rent June through         $103,156
                               September

Carbomin, Inc.                 Advances                   $33,205

Vertical Ventures, L.L.C.      Sublease Security           $8,870
                               Deposit

Harvey Bernstein, C.P.A.       Professional                $3,780
                               Services 2007

Olympus Securities, L.L.C.     Sublease Rent Arrears       $3,449
                               through September 2007

Capital One Bank               Credit Card                 $2,567

J.P. Morgan Chase Bank, N.A.   Service Charges             $2,183

Rutgers/E. Broadway            Rent in September 2007      $2,047
Association, L.L.C.

Emiroil, Inc.                  Advances                      $831

A.T.T. Mobility, L.L.C.        telephone                     $361

Key Equipment Finance          Photocopier                   $361
                               Lease

Verizon Communications         Telephone                     $354


VALCOM INC: Sues POW! and S. Lee for Breach of Disney Venture Pact
------------------------------------------------------------------
ValCom Inc. filed suit against POW! Entertainment and Stan Lee for
breach of contract of a joint venture agreement involving the
Disney Company.  Under the terms of the Agreement, ValCom would
own a 51% position while POW! Entertainment would own 49% of the
venture.

In addition, all new projects entered into by ValCom and POW!
Entertainment would be undertaken exclusively through the venture,
including a proposed deal between POW! Entertainment and the
Disney Company.

ValCom paid to POW! Entertainment $276,000 and to date has not
received any payments and has not been updated as to the status of
any of the joint ventures.  Both Stan Lee and POW! entertainment
have been served.

                         About ValCom

Based in Los Angeles, California, ValCom, Inc. (PNK: VLCO) --
http://www.valcom.com/-- is a diversified and vertically  
integrated, independent entertainment company.  ValCom, through
its operating divisions and subsidiaries, creates and operates
full service facilities that accommodate film, television and
commercial productions with its four divisions comprised of:
studio, film and television, live theater production, and
broadcast television.  ValCom's clientele list consists of all of
the majors such as MGM, Paramount Pictures, ABC, CBS, Sony, NBC,
BET, MTV.

The Debtor has filed voluntary petitions for reorganization under
Chapter 11 on July 16, 2007 (Bankr. C.D. Calif. Case No. 07-
15984).  Joseph L. Pittera, Esq. represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed assets and debts between $1 million to $100 million.


VERIFONE INC: Good Operating Trends Cue S&P's Positive Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on San
Jose, California-based VeriFone Inc. to positive from stable,
following continued positive operating trends.  Ratings on the
company, including the 'BB-' corporate credit rating, were
affirmed.
      
"The ratings reflect the company's moderate debt leverage and
acquisitive growth strategies," said Standard & Poor's credit
analyst David Tsui.  "These factors are partially offset by
VeriFone's leading position in the niche market for electronic
payment solutions and its diversified customer and market base."
     
VeriFone designs, markets, and services system solutions that
enable secure electronic payments.  Organic revenue growth has
accelerated over the past two years, benefiting from management's
focus on increasing penetration of electronic payments in
international markets, the replacement of existing
solutions to accommodate newer payment applications, and an
overall market shift from paper-based transactions to electronic
transactions at the point of sale.
     
Revenues for the quarter ended July 2007 were $232 million, up
from $148 million last year, primarily due to the company's
acquisition of Lipman Electronic Engineering in November 2006.   
Profitability improved after the Lipman acquisition, with EBITDA
margins rising to the mid-20% area from 20% in the fiscal year
ended October 2006.  The acquisition of Lipman appears to have
been integrated smoothly and to have solidified VeriFone's leading
market position, particularly in international markets.


VERTIS COMM: Commences Exchange Offer for American Color Notes
--------------------------------------------------------------
Vertis Communications and American Color Graphics have entered
into an agreement with certain holders of:

   -- the 10% Senior Second Secured Notes due 2010 of American
      Color and of the 9.75% Senior Secured Second Lien Notes
      due 2009; and

   -- 10.875% Senior Notes due 2009 and 13.5% Senior
      Subordinated Notes due 2009 of Vertis Inc.

Pursuant to the agreement, certain holders of the ACG Notes and
the Vertis Notes have agreed to participate in exchange offers for
the ACG Notes and the Vertis Notes.  The exchange offers would
extend the maturities of the ACG Notes and the Vertis Notes and
convert the ACG Notes into a new series of senior subordinated
indebtedness of Vertis.  

By tendering their existing notes, holders will also be consenting
to certain amendments to the indentures governing the existing ACG
Notes and the existing Vertis Notes to eliminate substantially all
of the covenants including, in the case of the ACG Notes, the
requirement that ACG offer to redeem the ACG Notes upon the
occurrence of a change of control, and events of default that may
be removed by majority consent of the holders consistent with the
applicable indentures and the requirements of the Trust Indenture
Act of 1939, as amended.

In addition, the holders of the ACG Notes and the 9.75% Senior
Secured Second Lien Notes will be asked to consent to the release
of all collateral from the liens securing such notes.

The exchange offers will also provide for a second lien to the
holders of notes exchanged for the 9.75% Senior Secured Second
Lien Notes due 2009, a third lien to holders of the notes
exchanged for the 10.875% Senior Notes due 2009, and a fourth lien
to the holders of the notes exchanged for the ACG Notes and the
13.5% Senior Subordinated Notes due 2009.

Rights to receive principal and interest on the existing notes not
tendered will not be impaired.

The exchange offers will be subject to certain conditions,
including, without limitation, the consummation of the acquisition
by Vertis of ACG Holdings Inc., the parent company of ACG.

A definitive merger agreement between Vertis and ACG has not yet
been executed and Vertis and ACG can provide no assurance that it
will be or, if a merger agreement is executed and the transaction
closes, that the combined company will be able to realize the
anticipated benefits of the merger.

The exchange offers will only be made, and copies of the offering
documents will only be made available to, holders that have
certified certain matters to Vertis, including their status as a
"qualified institutional buyer" within the meaning of Rule 144A
under the Securities Act of 1933.

The securities to be issued in the exchange offers have not been
registered under the Securities Act or any state securities laws,
and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and any applicable state
securities laws.

Milbank, Tweed, Hadley & McCloy LLP is representing certain
holders of ACG Notes in connection with the exchange offers. For
any questions, holders of ACG Notes should contact   
ACGNotes@milbank.com.

Akin Gump Strauss Hauer & Feld LLP is representing certain holders
of Vertis Notes in connection with the exchange offers. Holders of
Vertis Notes should contact Akin Gump at VERTAG@akingump.com with
any questions.

                  About American Color Graphics

Headquartered in Brentwood, Tennessee, American Color Graphics
Inc. -- http://www.americancolor.com/-- is engaged in printing of  
advertising inserts and newspaper products in the United States.  
The company is a wholly owned subsidiary of ACG Holdings Inc.   
The company operates in two segments: print and premedia services.  
Customers for its print services include about 230 national and
regional retailers and approximately 155 newspapers.  The premedia
services segment provides its customers with a solution for the
preparation and management of materials for printing, including
the design, creation and capture; manipulation; storage;
transmission, and distribution of images.

                   About Vertis Communications

Vertis Communications, fka Vertis Inc., a wholly owned subsidiary
of Vertis Holdings -- http://www.vertisinc.com/-- is a marketing  
partner to a number of clients, including several Fortune 500
companies.  The company offers consulting, creative, research,
direct mail, media, technology and production services.  It also
provides print advertising, direct marketing solutions, and
similar services to America's retail and consumer services
companies.

Vertis Inc. posted total stockholders' deficit as of Dec. 31,
2006, amounting to $550.1 million, resulting from total assets of
$844.7 million and total liabilities of $1.4 million.

                          *     *     *

As reported in the Troubled Company Reporter on July 27, 2007,
Moody's Investors Service placed the ratings of Vertis Inc. under
review for possible downgrade after reports of the company to
merge with American Color Graphics Inc.  Ratings placed under
review for possible downgrade: $350 million 10.875% senior notes
due 2009 - Caa1; $293 million 13 1/2% senior subordinated notes
due 2009 - Caa3; $350 million 9 3/4% senior secured second lien
notes due 2009 - B1; corporate family rating - Caa1; and
probability of default rating - Caa1.


VESTA INSURANCE: Former CEO David Lacefield Seeks Summary Judgment
------------------------------------------------------------------
Former Vesta Insurance Group President and CEO David W. Lacefield
denies the existence of an actual controversy between him and XL
Specialty Insurance Company so as to support XL Specialty's
Complaint.

XL Specialty issued for Vesta Insurance Group's benefit an
insurance policy, whose policy period was extended to December
2007.

Tom E. Ellis, Esq., at Ellis & Boom LLC, in Birmingham, Alabama,
asserts that there are no material facts supporting XL's
allegation that Mr. Lacefield has requested CL "keep the
extension in place," or that XL has received "conflicting
directives" or "competing demands."

Moreover, Mr. Ellis contends, there are no material issues of
fact to:

  -- suggest that Mr. Lacefield has ever requested, directed or
     demanded any action by XL in regard to the cancellation or
     continuance of the Policy;

  -- support that Mr. Lacefield authorized or acquiesced Lloyd
     T. Whitaker, as trustee for Vesta Group's Third Amended
     Plan of Liquidation, to act on his behalf with regard to
     the policy; or

  -- establish that he has ever been "compelled" by any entity
     to cancel any extension of the Policy.

Instead, Mr. Lacefield has repeatedly asserted to the Court that
XL has no contractual right to cancel the Policy, Mr. Ellis
maintains.

Mr. Ellis also contends that the policy does not contain terms
permitting a "cancellation" of the policy by any person or
entity, and that XL Specialty has no authority to in any manner
terminate the coverage due and owing to him upon the request of
any person or entity.

Mr. Lacefield instead denies any option of XL Specialty to do
anything but keep the policy in effect until Dec. 31, 2007, as the
contract of insurance provides.

Thus, Mr. Lacefield asks the U.S. Bankruptcy Court for the
Northern District of Alabama to enter summary judgment in his
favor and against XL by declaring that XL may not "cancel" any
party of the Policy or in any manner encumber the available
coverage of the policy for a period shorter than that through and
including Dec. 31, 2007.

Mr. Ellis also asserts that the Court lacks jurisdiction to
otherwise adversely affect the contractual rights of a non-
debtor.  "The rights of [Mr.] Lacefield to continuation of
whatever  coverages to which he is entitled under the Policy
through December 31, 2007 does not effect the estate of the
debtor and therefore the Court lacks jurisdiction to so impair
[Mr.] Lacefield's contractual rights," Mr. Ellis says.

                       About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding     
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

On Oct. 11, 2006, both Vesta and Gaines filed separate Plans of
Liquidation and Disclosure Statements.  They filed an amended Plan
on Nov. 7, 2006, and a Second Amended Plan on Nov. 10, 2006.  The
Court approved the Disclosure Statements of Vesta and Gaines on
Nov. 10, 2006.  On Dec. 22, 2006, the Court confirmed the Third
Amended Plans of Vesta and Gaines.

Florida Select Insurance Agency Inc., an affiliate, filed for
chapter 11 protection on April 24, 2007 (Bankr. N.D. Ala. Case No.
07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson Rainer &
Dobbs LLP, represents Florida Select.  (Vesta Bankruptcy News,
Issue No. 24; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


VESTA INSURANCE: Florida Select Wants Nod on Schmidt Agreement
--------------------------------------------------------------
Florida Select Insurance Agency, Inc., asks the Hon. Thomas B.
Bennett of the U.S. Bankruptcy Court Northern District of Alabama
to approve a claims settlement agreement it entered into with J.P.
Schmidt, in his capacity as Insurance Commissioner of the State of
Hawaii and as the Court-appointed liquidator for The Hawaiian
Insurance & Guaranty Company, Limited.

Florida Select, as managing general agent, entered into a
Managing General Agency Agreement dated February 2003 with HIG.

In 2006, Vesta Group, Inc., and certain of its subsidiaries,
including HIG, suffered significant deterioration, resulting in
increased scrutiny from various state insurance regulators and
ultimately to agreed rehabilitation proceedings to be held in
Florida, Texas, and Hawaii.  

In June and August 2006, the First Circuit for the State of
Hawaii entered Receivership and Liquidation Orders with respect
to HIG, and appointed Mr. Schmidt as rehabilitator and liquidator
of HIG.  The Liquidation Order triggered the process of canceling
policies relating to HIG.  Some of the policies were issued in
California and were the subject of the MGA Agreement with Florida
Select.

In April 2007, Mr. Schmidt filed an action in the Hawaii Court,
seeking declaratory and injunctive relief with respect to
premiums, aggregating $865,000, allegedly owed by Florida Select
to HIG based on the Californian policies.

Florida Select never made an appearance in the Hawaii Civil
Action or the Hawaii Receivership Action, and disputed the
allegations of the Hawaii Civil Action.

In July 2007, HIG filed Claim No. 22 for $865,459.  HIG also
filed a Lift Stay Motion with respect to the alleged premiums.

To resolve their dispute, Florida Select and Mr. Schmidt entered
into a settlement agreement, which provides that:

  (a) Florida Select will transfer to Mr. Schmidt $488,000 out
      of certain accounts maintained at First Commercial Bank
      and Bank of America;

  (b) Mr. Schmidt will file the Hawaii Action Dismissal;

  (c) Mr. Schmidt will withdraw its Lift Stay Motion;

  (d) The HIG claim will be disallowed and withdrawn;

  (e) The MGA Agreement will be deemed rejected by Florida
      Select and terminated effective as of the Petition Date
      with no rejection damages available for HIG or Mr.
      Schmidt; and

  (f) The parties will release each other from all other claims.

Rufus T. Dorsey, Esq., at Parker, Hudson, Rainer & Dobbs LLP, in
Atlanta, Georgia, asserts that the Settlement is in the best
interest of Florida Select because it:

  -- resolves pending litigation in Hawaii;

  -- takes into account the recoupment claims of Florida Select;
     and

  -- reaches a resolution that will fully separate the interests
     of Florida Select and the Hawaii receivership estate.

In the absence of a settlement, litigation between Florida Select
and Mr. Schmidt could be lengthy and expensive, Mr. Dorsey
relates.  The settlement, reaches a resolution  that removes any
uncertainty and delay of a potential litigation, Florida Select
maintains.

                       About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding     
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

On Oct. 11, 2006, both Vesta and Gaines filed separate Plans of
Liquidation and Disclosure Statements.  They filed an amended Plan
on Nov. 7, 2006, and a Second Amended Plan on Nov. 10, 2006.  The
Court approved the Disclosure Statements of Vesta and Gaines on
Nov. 10, 2006.  On Dec. 22, 2006, the Court confirmed the Third
Amended Plans of Vesta and Gaines.

Florida Select Insurance Agency Inc., an affiliate, filed for
chapter 11 protection on April 24, 2007 (Bankr. N.D. Ala. Case No.
07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson Rainer &
Dobbs LLP, represents Florida Select.  (Vesta Bankruptcy News,
Issue No. 24; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


VOTORANTIM CEMENT: Moody's Lifts Rating on $559 Mil. Bank Facility
------------------------------------------------------------------
Moody's Investors Service upgraded Votorantim Cement North America
Inc.'s $559 million Senior Secured Bank Facility ratings to Ba1
from Ba2.  The facility is comprised of a $150 million five-year
revolving credit facility and a $409 million five-year term loan.  
The facility is secured by a first priority lien on all of VCNA's
present and future assets. Moody's also assigned a Ba1 corporate
family rating to VCNA. The rating outlook is positive.

In an earlier corporate action, VCNA acquired 100% of St. Marys
Cement Inc, the entity to which Moody's had previously affixed the
Corporate Family Rating and Senior Secured rating.  The ratings at
St. Marys Cement Inc. are being withdrawn concurrently with the
assignment of ratings for VCNA.

The upgrade and positive outlook for VCNA primarily reflect the
Aug. 24, 2007 upgrade of VCNA's parent, Votorantim Participacoes
S.A. to Baa3 with a positive outlook, the importance of VCNA to
VPar, and its inclusion as a material subsidiary in VPar's notes
documentation, which contains cross default and cross acceleration
language to its wholly-owned subsidiary liabilities of more than
$25 million, however, there are no formal guarantees or support.  
VPar has directly provided support to VCNA in the past.


Other key factors influencing VCNA's ratings include its
reasonable financial leverage given the company's size and
earnings capacity, a market position supported by its status as
the largest supplier of cement in the Great Lakes region and its
assets in ready-mix concrete and construction aggregates. VCNA's
ratings are also reflective of the company's reduction in free
cash flow due to increased capital spending over the near term,
largely driven by expansion of the company's Florida assets, and
vulnerability to raw material cost inflation, including natural
gas and electricity, as well as vulnerability to economic
weakening in the Great Lakes region, given its focus on that
region.

These ratings were upgraded:

Issuer: Votorantim Cement North America Inc. (previously assigned
to St. Marys Cement Inc.):

-- $150 million Gtd Sr Sec Revolving Credit Facility due 2011
    - upgraded to Ba1 (LGD3, 46%) from Ba2

-- $409 million Gtd Sr Sec Term Loan Facility due 2011 -
    upgraded to Ba1 (LGD3, 46%) from Ba2

These ratings were assigned:

Issuer: Votorantim Cement North America Inc. (previously assigned
to St. Marys Cement Inc.):

-- Corporate family rating - Ba1
-- Probability of Default -- Ba1

Toronto-based Votorantim Cement North America is the North
American holding company for Votorantim Cimentos' operations in
the United States and Canada, operating primarily in the Great
Lakes and Florida regions.  For 2006, VCNA generated more than
$725 million in net sales and was responsible for the sale of more
than 5.5 million tons of cement, 2.4 million cubic meters of
ready-mix and about 6.6 million tons of aggregates.  VCNA and VC
are ultimately owned by the Votorantim group.

Votorantim Participacões S.A. is the non-operating holding company
of the family-owned Votorantim group, one of Brazil's largest
conglomerates with a diverse business portfolio that includes
banking, metals and mining, pulp and paper, cement, agribusiness,
and chemicals.  Votorantim reported consolidated net revenues of
BRL29 billion ($13.3 billion) in 2006.


WERNER LADDER: Court OK's Panel's 2nd Amended Disclosure Statement
------------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approved on Sept. 14, 2007, the Second Amended Disclosure
Statement with respect to the Second Amended Liquidating Plan
filed by the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Werner Holding Co. (DE), Inc., and its
affiliates.

Bankruptcy Judge Kevin J. Carey ruled that the Disclosure
Statement contains adequate information within the meaning of
Section 1125 of the Bankruptcy Code.

The Committee delivered final, revised copies of its Second
Amended Plan and Disclosure Statement during the September 14
hearing.

A full-text copy of the Committee's Revised Plan is available at
no charge at http://ResearchArchives.com/t/s?236c

A full-text copy of the Committee's Revised Disclosure Statement
is available at no charge at http://ResearchArchives.com/t/s?236d

Judge Carey also approved the procedures for solicitation and
tabulation of votes to accept or reject the Second Amended
Liquidating Plan, as well as procedures for filing Plan
confirmation objections.

Specifically, Judge Carey directed the Committee to mail, no
later than September 19, a solicitation package containing:

  -- a written notice of the Disclosure Statement Order, the
     deadline for voting on the Plan, the Pan confirmation
     hearing date and the deadline and procedures for filing
     Plan confirmation objections;

  -- the Plan and Disclosure Statement in pdf format on a CD-
     ROM;

  -- the appropriate form of Ballots or Master Ballot and a
     ballot return envelope; and

  -- other information as the Court may direct or approve.

Solicitation Packages will be sent to the relevant broker, bank,
transfer agent, registrar, servicing agent, or other intermediary
holding claims for acting on behalf of holders of 10% senior
Subordinated Notes due November 15, 2007.  The Intermediaries
will forward the Package to the appropriate Subordinated
Noteholders prior to the voting deadline, as set by the Court on
October 15 at 4:00 p.m.

Pursuant to Rule 3017 of the Federal Rules of Bankruptcy
Procedure, Judge Carey did not require the Committee to transmit
a Solicitation Package to Non-Voting Parties.  The Committee will
mail to each Non-Voting Party within September 29.

The Court established September 12 as the record date to
determine creditors and interest holders entitled to receive the
Solicitation Package or the Non-Voting Creditor Notice and to
vote on the Plan.

Kurtzman Carson Consultants LLC will tabulate the ballots and
certify to the Court the balloting results.

The Committee may object to any claim solely for Plan voting
purposes by filing a determination motion no later than 20 days
before the Voting Deadline.  The Court ruling on the
Determination Motion will be considered a ruling with respect to
the allowance of claims under Rule 3018.

Creditors seeking to have a claim temporarily allowed for
purposes of voting to accept or reject the Plan pursuant to Rule
3018 must file a motion no later than October 1.

                        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. 42; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or   
(215/945-7000).


WERNER LADDER: Confirmation Hearing Scheduled on October 25
-----------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware set a hearing at 10:00 a.m., on Oct. 25,
2007, to consider confirmation of the Second Amended Liquidating
Plan filed by the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Werner Holding Co. (DE), Inc., and its
affiliates.

Any objection, comment or response to Plan confirmation must be
filed with the Court by October 15 at 4:00 p.m.

The Confirmation Hearing may be adjourned from time to time
without further notice to creditors and other parties-in-
interest.

                        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. 42; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or   
(215/945-7000).


WHOLE FOODS: Moody's Downgrades Corporate Family Rating to Ba1
--------------------------------------------------------------
Moody's Investors Service downgraded Whole Foods Market Inc.'s
corporate family rating to Ba1 from Baa3 reflecting the
deterioration in the company's debt protection measures following
the debt-financed acquisition of Wild Oats Markets Inc.  The
rating outlook is stable.  This rating action resolves the review
for possible downgrade initiated on Feb. 22, 2007.

Ratings downgraded:

-- Corporate family rating to Ba1 from Baa3
-- Issuer rating to Ba2 from Ba1 (will be withdrawn)

Rating assigned:

-- Probability of default rating at Ba1

On Aug. 28, 2007, Whole Foods acquired Wild Oats for total
consideration of $708 million, including assumed debt and fees;
the transaction was funded in full with a new senior term loan
(which is unrated).  Moody's notes that the acquisition solidifies
Whole Foods' competitive position in its existing markets and
extends its footprint to new trade markets.

However, it also significantly increases leverage, with pro forma
Debt/EBITDA rising to 5.2 times from 4 times for fiscal 2006,
while placing further stain on the company's already negative free
cash flow.  Additionally, management faces the challenge of
integrating a sizable organization with a distinct culture of its
own at the same time as it continues its aggressive rollout of new
stores.

Whole Foods Ba1 rating balances non investment grade credit
metrics against the company's compelling business model, industry
leading comparable store sales growth and profit margins, and
productive store base.  Whole Foods is the market leader in high
quality perishables and organic food offerings.

Furthermore, the company generates solid cash flow, which has been
generally used to fund internal operating expense and the
company's aggressive capital expenditures.  The ratings also
reflect Moody's concern that Whole Foods service-oriented culture
and management may potentially be strained as the company
continues its rapid expansion and as the competition in natural
and organic sections intensifies.  The ratings are constrained by
high leverage metrics, scale of companies in terms of revenues,
and possible integration risks over the next two years.

Whole Foods Market Inc. is the largest retailer of natural and
organic foods and products in the US.  The company operates about
191 stores in 32 states and the District of Columbia, three stores
in Canada and six in the United Kingdom.  Sales for the last
twelve months ended July 1, 2007 exceeded $6 billion.

Wild Oats Markets Inc, acquired by Whole Foods, operates a
nationwide chain of natural and organic foods markets in the U.S.
and Canada.  With about $1.2 billion in annual sales, the company
currently operates 109 natural foods stores in 24 states and
British Columbia, Canada.  The company's markets include: Wild
Oats Marketplace, Henry's Farmers Market, Sun Harvest and Capers
Community Markets.


ZUFFA LLC: S&P Affirms All Ratings and Revises Outlook to Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Las
Vegas-based Zuffa LLC, d/b/a Ultimate Fighting Championship, to
negative from stable, while affirming all ratings, including the
'BB' corporate credit rating, on the company.
      
"The outlook revision reflects Zuffa's weak operating results over
the six months ended June 30, 2007, which were meaningfully below
our prior expectations," said Standard & Poor's credit analyst
Guido DeAscanis III.  In particular, the company incurred
significantly higher operating costs, primarily related to its
initiative to extend the Ultimate Fighting Championship brand into
the U.K.
     
Zuffa is the world's largest promoter and producer of Mixed
Martial Arts sporting events through its UFC, World Extreme
Cagefighting, and Pride Fighting Championship.  UFC is the
company's flagship brand and the primary contributor to
consolidated revenues and cash flow.  Total debt outstanding as of
June 30, 2007 was $325 million.
     
The ratings reflect the company's relatively short operating
history, potential revenue and cash flow volatility given its
primarily event-driven business model, and vulnerability to
changing consumer tastes.  These risks partly are offset by the
company's historical success in growing its UFC brand, healthy
free cash flow conversion, and modest expected debt leverage.     
Zuffa produces live and taped MMA content which is distributed
primarily through pay-per-view and cable television.  Roughly 75%
of revenues are event based and depend largely on the number of
pay-per-view buys and, to a lesser extent, tickets sold at the
gate for the company's MMA contests.  The other 25%
of revenues are committed through contractual arrangements with
Viacom Inc.'s Spike TV channel, which extends through 2008, and
various sponsors.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                               Total
                               Shareholders    Total     Working
                               Equity          Assets    Capital     
  Company              Ticker  ($MM)           ($MM)      ($MM)
  -------              ------  ------------    ------    -------
Absolute Softwre        ABT          (1)          63       22
AFC Enterprises         AFCE        (31)         158        3
Alaska Comm Sys         ALSK        (23)         562       19
Apex Silver Mine        SIL        (131)       1,385      146
Authentic Inc           AUTH         (4)          22        0
Bare Escentuals         BARE       (162)         196       68
Bearingpoint Inc        BE         (338)       1,836       133
Blount International    BLT         (89)         471       141
CableVision System      CVC      (5,064)      10,072        17
Carrols Restaurant      TAST        (18)         459      (36)
Cell Therapeutic        CTIC        (85)          90       21
Centennial Comm         CYCL     (1,078)       1,322       20
Cheniere Energy         CQP        (181)       1,935      145
Choice Hotels           CHH         (72)         332      (33)
Cincinnati Bell         CBB        (744)       1,953       (2)
Claymont Stell          PLTE        (41)         152       72
Compass Minerals        CMP         (49)         674      139
Corel Corp.             CRE         (16)         261      (31)
Crown Holdings          CCK         (90)       6,793      428
Crown Media HL          CRWN       (588)         749       63
CV Therapeutics         CVTX       (129)         308      226
Cyberonics              CYBX        (17)         135      (28)
Deluxe Corp             DLX           0        1,410     (164)
Demantec Inc            DMAN        (10)          60       (7)
Denny's Corporation     DENN       (207)         439      (54)
Domino's Pizza          DPZ      (1,434)         474       87
Dun & Bradstreet        DNB        (425)       1,418     (268)
Einstein Noah Re        BAGL        (46)         136       (3)
Emeritus Corp.          ESC        (111)         950      (62)
Enzon Pharmaceutical    ENZN        (57)         355      166
Extendicare Real        EXE-U       (16)       1,331      146
Foamex Intl             FMXI       (257)         566      146
Ford Motor Co           F        (1,422)     287,939   (4,704)
Gencorp Inc.            GY          (50)       1,033       52
General Motors          GM       (2,290)     186,527   (4,638)
Graftech International  GTI          (4)         788      260
Healthsouth Corp.       HLS      (1,292)       2,402     (463)
I2 Technologies         ITWO         (6)         195       39
ICO Global C-New        ICOG       (116)         628      146
IDEARC Inc              IAR      (8,575)       1,576      326
IMAX Corp               IMX         (64)         220       12
IMAX Corp               IMAX        (64)         220       12
Incyte Corp.            INCY       (120)         309      250
Indevus Pharma          IDEV        (75)         156       14
Intermune Inc           ITMN        (68)         241      181
ITC Deltacom Inc        ITCD        (49)         409        9
Koppers Holdings        KOP         (44)         699      196
Linear Tech Corp        LLTC       (708)       1,219      681
McMoran Exploration     MMR         (50)         446       (1)
Mediacom Comm           MCCC       (120)       3,624     (278)
National Cinemed        NCMI       (559)         446       40
New River Pharma        NRPH       (110)         152      (19)
Nexstar Broadcasting    NXST        (81)         704      (20)
NPS Pharm Inc           NPSP       (226)         150     (107)
ON Semiconductor        ONNN       (118)       1,428      322
Primedia Inc            PRM        (426)       1,233      770
Protection One          PONN         (4)         678     (302)
Qwest Communication     Q        (1,556)      20,389   (1,263)
Radnet Inc.             RDNT        (49)         393       38
Ram Energy Resources    RAME         (1)         203       (8)
Regal Entertainment     RGC         (96)        2677      (89)
Resverlogix Corp        RVX          (2)          17       11
Riviera Holdings        RIV         (24)         443       28
RSC Holdings Inc        RRR        (129)       3,430     (202)
Rural Cellular          RCCC       (602)       1,260       14
Sealy Corp.             ZZ         (145)       1,017       49
Sipex Corp              SIPX        (18)          44        2
Sirius Satellite        SIRI       (539)       1,688     (176)
St. John Knits Inc.     SJKI        (52)         213       80
Station Casinos         STN        (167)       3,745      (62)
Stelco Inc              STE        (108)       2,734      726
Town Sports Int.        CLUB        (12)         459      (52)
Unisys Corp.            UIS          (2)       3,832       40
VMWare Inc-CL A         VMW        (183)       1,244        3
Voyager Learning        VLCY        (53)         917     (637)
Weight Watchers         WTW        (991)       1,046      (85)
Western Union           WU          (86)       5,328      945
Westmoreland Coal       WLB        (115)         764      (51)
Worldspace Inc.         WRSP     (1,683)         424      (20)
WR Grace & Co.          GRA        (390)       3,706      922
XM Satellite            XMSR       (597)       1,813     (153)
Xoma Ltd                XOMA        (14)          68       23

This table lists 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. This list is taken from the Troubled Company Reporter's
Tuesday edition.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, Sheena R. Jusay, and
Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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