TCR_Public/070926.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, September 26, 2007, Vol. 11, No. 228

                             Headlines

AEGIS ASSET: S&P Puts Default Rating on 2005-4 Class B7 Certs.
AEGIS MORTGAGE: Sale of Loan Servicing Platform Assets Okayed
AFC ENTERPRISES: Moody's Revises Outlook to Stable from Positive
ALASKA AIR: Likely Weak Financial Profile Cues S&P's Neg. Outlook
ALERIS INTERNATIONAL: Completes Acquisition of Alumox Holding

ALERIS INTERNATIONAL: Sean Stack Succeeds Michael Friday as CFO
ALM MEDIA: $630MM Apax Summer Deal Spurs S&P to Withdraw Ratings
AMERICAN AXLE: UAW's GM Strike Prompts Fitch's Negative Watch
AMERICAN TOWER: Plans to Offer $250 Million of Senior Notes
AMERICAN TOWER: Fitch Rates Proposed $250MM Senior Notes at BB+

AMERICAN TOWER: Moody's Rates Proposed $250 Mil. Sr. Notes at Ba1
AMERICAN TOWER: S&P Rates Planned $250 Million Senior Notes at BB+
AMP'D MOBILE: Gets Final OK to Access Kings Road Cash Collateral
APARTMENT INVESTMENT: Fitch Holds BB+ Preferred Stock Rating
ARLINGTON HOSPITALITY: Disclosure Statement Hearing Set on Oct. 15

ARVINMERITOR INC: UAW's GM Strike Prompts Fitch's Negative Watch
ASAT HOLDINGS: Chinese Unit Secures $20 Million Credit Facility
ATARI INCORPORATED: Deloitte & Touche Raises Going Concern Doubt
BCE INC: S&P Downgrades Corporate Credit Rating to BB- from A-
BEAR STEARNS: Bankr. Court Stays Order Denying Ch. 11 Petition

CALPINE CORP: Bankruptcy Court Approves Disclosure Statement
CAMP AZUSA: Case Summary & Four Largest Unsecured Creditors
CDC MORTGAGE: S&P Lowers Ratings on Five Loan Classes
CHATHAM SQUARE: Case Summary & 20 Largest Unsecured Creditors
CMP KC: S&P Withdraws Ratings at Company's Request

COLONIAL PROPERTIES: Moody's Revises Outlook to Negative
COLUMBIA AIRCRAFT: Files for Chapter 11 Protection
COLUMBIA AIRCRAFT: Case Summary & 19 Largest Unsecured Creditors
COUNTRYWIDE FINANCIAL: Completes Loan Changes to Curb Foreclosures
DOWNSTREAM DEVELOPMENT: Moody's Rates $197 Mil. Senior Notes at B3

DRINKS AMERICAS: Posts $1.6 Million Net Loss in Qtr. Ended July 31
EDDIE BAUER: Weak Results Cue Moody's to Downgrade Ratings to B3
ENBRIDGE ENERGY: S&P Rates $400 Mil. Jr. Subordinated Notes at BB+
EVRAZ OREGON: Postponed Refinancing Cues S&P to Withdraw Ratings
FAIRPOINT COMMS: PAETEC Supports Verizon Wireline Operations Buy

FAIRPOINT COMMS: Gets Approval on Verizon Wireline Operations Buy
FIDELITY NATIONAL: Completes Property Insight Sale to Affiliate
FIDELITY NATIONAL: Moody's Confirms Ba1 Corporate Family Rating
FIREPOND INC: Causey Demgen Raises Going Concern Doubt
FIRST DATA: Kohlberg Kravis Completes $29 Billion Acquisition

FORD MOTOR: Changan Ford Launches $510 Mil. Manufacturing Plant
GENERAL MOTORS: Inks $800 Million China Export Deal
GENERAL MOTORS: U.S. Strike May Speed Talks, UAW Leader Says
GENERAL MOTORS: US Strikes Spur Canada Plant Closures
GENERAL MOTORS: UAW's Strike Prompts Fitch's Negative Watch

GENERAL MOTORS: Moody's Maintains Ratings after UAW Strike
GENESCO INC: Finish Line Denies Stalling Merger Process
GREAT ATLANTIC: Inks Notification Pact with FTC over Pathmark Buy
GSMPS MORTGAGE: S&P Junks Rating on 2005-LT1 Class B-2 Loans
HAYES-LEMMERZ: UAW's GM Strike Prompts Fitch's Negative Watch

HOMEBANC CORP: Court Okays Servicing Rights Sale Protocol
HOMEBANC CORP: JPMorgan Subservicing Accord Gets Court Approval
HOMEBANC CORP: Wants to Implement Category 3 Incentive Plan
INNOVATIVE COMM: Judge Places Company in Chapter 11 Bankruptcy
INTERFACE INC: Improved Performance Prompts S&P to Lift Rating

IRVINGTON SCDO: Notes Redemption Cues S&P to Withdraw Ratings
ISONICS CORPORATION: Receives Two Delisting Notices from Nasdaq
JOURNAL REGISTER: Scott Wright Promoted to Chief Operating Officer
KYPHON INC: Earns $11 Million in Second Quarter Ended June 30
LAILA FEKAY: Case Summary & Nine Largest Unsecured Creditors

LANDRY'S RESTAURANTS: Commences $400MM Sr. Notes Exchange Offer
LEINER HEALTH: June 30 Balance Sheet Upside-Down by $162.1 Million
LEUCADIA NATIONAL: Moody's Rates $500 Million Senior Notes at Ba2
LIFECARE HOLDINGS: Posts $5.2 Mil. Net Loss in Qtr. Ended June 30
LONG BEACH: Monthly Losses Prompt S&P to Lower Ratings

MAGNA ENTERTAINMENT: Buys De Francis' MJC Stake for $18.3 Million
MASTR ADJUSTABLE: S&P Affirms Ratings on 316 Classes
MCLEODUSA INC: Inks Merger Pact with PAETEC and PS Acquisition
MISYS HOSPITAL: Moody's Puts Corporate Family Rating at B1
MISYS HOSPITAL: S&P Assigns B+ Corporate Credit Rating

MOVIE GALLERY: Mulls Shut Down of 520 Underperforming Stores
MULTIPLAN INC: S&P Affirms B+ Counterparty Credit Rating
NEWPAGE CORP: S&P Places 'B' Debt Ratings Under Negative Watch
NORTHLAND AUTO: Case Summary & Seven Largest Unsecured Creditors
OAK HILL: Notes Redemption Prompts S&P to Withdraw Ratings

OSHKOSH TRUCK: Promotes Charles L. Szews to President and COO
PAETEC HOLDING: Earns $6.0 Million in Second Quarter Ended June 30
PAETEC HOLDING: Signs Agreement to Merge with McLeodUSA
PASCACK VALLEY: Voluntary Chapter 11 Case Summary
PIERRE FOODS: Possible Default Prompts Moody's to Review Ratings

R&G FINANCIAL: Fitch Junks Issuer Default Rating
S-TRAN HOLDINGS: Court OKs Lockton as Insurance Litigation Expert
S-TRAN HOLDINGS: Wants Exclusive Plan Filing Moved to December 3
SANTA ROSA: Voluntary Chapter 11 Case Summary
SERVICE CORP: S&P Holds BB Rating and Revises Outlook to Stable

SOLUTIA INC: Opens Saflex Business Facility in Suzhou, China
SPX CORPORATION: Moody's Withdraws Ba1 Rating on Credit Facilities
STANDARD PACIFIC: Fitch Rates Proposed $100MM Sr. Notes at B
STANDARD PACIFIC: Moody's Rates Proposed $100 Million Notes at B2
STAR GAS: S&P Affirms B- Corporate Credit Rating

STAR MORTGAGE: Fitch Rates $1.166MM Class B5 Certs. at B
STIEFEL LAB: Adds J.R. de Vink and J.S. Thompson to Board
STRUCTURED ASSET: S&P Assigns Default Ratings on Two Classes
STRUCTURED ASSET: S&P Lowers Ratings on Five Loan Classes
SUNCOM WIRELESS: Posts $193 Million Net Loss in Qtr. Ended June 30

TENNECO INC: UAW's GM Strike Prompts Fitch's Negative Watch
VENTAS REALTY: Moody's Lifts Senior Debt Ratings to Ba1
VICORP RESTAURANTS: Posts $5.7 Mil. Net Loss in Qtr. Ended July 12
VICORP RESTAURANTS: Low Earnings May Prompt Defaults
VISIPHOR CORP: June 30 Balance Sheet Upside-Down by CDN$1.9 Mil.

* 55 Winstead Lawyers Named in Texas Super Lawyers List
* Chadbourne & Parke Names Hal Stewart as Chief Operating Officer
* James Mcdermott Joins Alvarez & Marsal as Managing Director

* Upcoming Meetings, Conferences and Seminars

                             *********

AEGIS ASSET: S&P Puts Default Rating on 2005-4 Class B7 Certs.
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class B7
from Aegis Asset Backed Securities Trust Mortgage Pass Through
Certificates Series 2005-4 to 'D' from 'CCC'.
     
S&P lowered the rating to 'D' because overcollateralization has
been depleted and because the class realized a $99,726 loss during
the August 2007 remittance period.  To date, the deal has incurred
approximately $17.05 million in realized losses and is currently
failing its delinquency and loss triggers.  The transaction is
seasoned 24 months, and serious delinquencies are approximately
19.32% of the current pool balance.

The initial deal composition included subprime conventional,
first- and second-lien, adjustable- and fixed-rate, fully
amortizing and balloon residential mortgage home equity loans.


AEGIS MORTGAGE: Sale of Loan Servicing Platform Assets Okayed
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
Aegis Mortgage Corporation and its debtor-affiliates' request to
sell their loan servicing platform assets, and assume and
assign certain executory contracts and unexpired leases to
Selene Ventures LLC, pursuant to the terms of an an asset
purchase agreement dated Sept. 7, 2007, as amended.

The APA contemplated that, in exchange for a $500,000
consideration, the Debtors will sell assets used in their loan
servicing operations to Selene, the designee of Ranieri & Co.,
Inc., subject to higher and better offers in an auction.

The Court held a hearing on September 19 to consider the sale of
the Debtors' loan servicing business.  The Debtors told the Court
that the offer submitted by Selene constituted the highest and
otherwise the best offer for the assets.

The Court also approved the First Amendment to the Asset Purchase
Agreement dated September 12, 2007.  Pursuant to the First
Amendment, the parties agree that:

   (1) concurrent with the closing, Aegis Mortgage Corporation
       will cause the pending Chapter 11 proceedings with respect
       to Aegis Loan Servicing, L.P., and AMC Insurance Agency of
       Texas, Inc., to be dismissed expeditiously; and

   (2) the contracts to be assigned to Selene will not include:

         -- the agreement between Aegis Mortgage and Ocwen
            Technology Xchange, Inc. (OXT) for an application
            service on a residential servicing system platform,
            and

         -- the agreement between Aegis MorTgage and Interactive
            Intelligence Inc. for an I3 Systems (Interactive
            Intelligence) call center

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

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

Judge Shannon ruled that all persons and entities holding
interests against the Debtors or in the purchased assets are
forever barred, estopped and permanently enjoined from asserting
against Selene Ventures, its successors or assigns.

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. 6, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/       
or 215/945-7000).


AFC ENTERPRISES: Moody's Revises Outlook to Stable from Positive
----------------------------------------------------------------
Moody's Investors Service changed AFC Enterprises, Inc.'s  rating
outlook to stable from positive.  Concurrently, Moody's affirmed
all the debt ratings of AFC, including its B1 corporate family
rating and probability of default rating at B2, while upgrading
the senior secured credit facilities rating to Ba3 from B1.

The outlook revision reflects Moody's view that an upgrade of
AFC's ratings is now unlikely in the near term given that the
positive momentum in performance supporting a positive outlook has
recently subsided.

Factors indicating this change include:

    1) weaker than expected top-line growth, primarily driven by
       still-negative same store sales growth; this arises from
       both more intense competition in the chicken quick service
       restaurant sector as well as lower discretionary income
       among AFC's customers due to adverse economic factors;

    2) slower than expected store unit growth as a result of fewer
       new store openings and more under-performing restaurants
       being closed;

    3) escalating margin pressure arising from food commodity
       inflation and labor cost increases.

"Although AFC's financial leverage is low for its current B1
rating category, the likelihood of an upgrade is also remote given
the uncertainty surrounding the company's future capital structure
as the expiration date of the interest swap on its current
facilities is approaching within the next twelve months," said
Moody's Analyst, John Zhao.  "There is little chance of an upgrade
until the company settles on its capital structure."

The one notch upgrade of the senior secured credit facilities to
Ba3 reflects a lower expected loss driven largely by an improved
loss-given-default rating as a result of additional term loan
prepayment by the company in the past year.  The ratings for the
senior secured credit facilities reflect both the overall
probability of default of the company, to which Moody's assigns a
PDR of B2, and a loss given default of LGD 2.  The credit
facilities were issued by AFC with upstream guarantee from its
operating subsidiaries.

AFC's B1 CFR reflects the company's relatively low financial
leverage, solid coverage ratios, and sound liquidity position
driven by steady cash flow generation and voluntary debt
prepayment over the past two years.  The rating also encompasses
AFC's established position within the chicken QSR category (third
largest concept in the U.S. by revenues) and the strong name
recognition of its Popeyes brand in the U.S.  In addition, the
rating also incorporates the company's modest scale as compared to
its larger QSR competitors, its geographic concentration, and the
still sub-par performance of its international operations.

These ratings are affected:

AFC Enterprises, Inc.

    * Corporate family rating -- affirmed at B1

    * Probability of default rating -- affirmed at B2

    * Senior secured credit facilities -- upgraded to
      Ba3(LGD2, 27%) from B1(LGD3, 31%)

    * Rating outlook -- changed to stable from positive

AFC Enterprises, Inc., headquartered in Atlanta, Georgia, owns,
operates and franchises Popeyes Chicken & Biscuits (Popeyes) quick
service restaurants.  As of July 15, 2007, AFC owned and operated
61 restaurants and franchised 1,817 restaurants in 44 states, the
District of Columbia, Puerto Rico, Guam and 23 foreign countries.  
The Popeyes concept features a New Orleans Cajun-style menu, with
regional items such as spicy fried chicken pieces, chicken
sandwiches and strips, fried shrimp, jambalaya and red beans &
rice.

Following the divestiture of Church's Chicken (Church's) in the
first quarter of 2005, AFC reported revenues from Popeyes on a
standalone basis of approximately $165 million for LTM July 2007.


ALASKA AIR: Likely Weak Financial Profile Cues S&P's Neg. Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Alaska
Air Group Inc. and its major operating subsidiary, Alaska Airlines
Inc., to negative from stable.  All ratings, including the 'BB-'
long-term corporate credit rating for both entities, have been
affirmed.
      
"The outlook revision is based on a potential weakening of the
airline's financial profile," said Standard & Poor's credit
analyst Betsy Snyder.  "We expect the company's earnings and cash
flow to be negatively affected by a slowing economy and a
declining level of fuel hedges at a time when fuel prices are
increasing.  However, the effect will be alleviated somewhat by
the company's young, cost-efficient fleet; and its relatively
strong liquidity."
     
The ratings on Alaska Air Group Inc. and major operating
subsidiary Alaska Airlines Inc. reflect a medium-sized route
network serving competitive markets and the inherent risk of the
airline industry, offset somewhat by its strong position in its
major markets and relatively good liquidity for its size.
     
Alaska Air Group is the holding company for Alaska Airlines Inc.
and Horizon Air Industries Inc. Alaska Airlines, the eighth-
largest U.S. airline, accounts for approximately 81% of
consolidated revenues, and operates hubs at Seattle; Portland,
Oregon; Anchorage, Alaska; and Los Angeles, California, primarily
serving destinations in Alaska from the lower 48 states, as well
as destinations along the West Coast of the U.S., Canada, and
Mexico.  Horizon Air, which accounts for less than 20% of
consolidated revenues, is a regional airline that operates out of
hubs at Seattle and Portland.
     
Alaska Air Group's financial profile is aggressive but better than
those of most other U.S. airlines.  The company's earnings have
benefited from its fuel hedging program, among the best of the
U.S. airlines; with approximately 46% of its fuel needs hedged at
approximately $40 per barrel in 2006, and more than 40% of 2007
needs hedged in the high-$50 per barrel area.  However, over the
near–to-intermediate term, the company has a lower percentage of
its fuel needs hedged at substantially higher prices than in the
past.
     
S&P expect Alaska Airlines' financial profile to be constrained by
a combination of weaker earnings and cash flow as fuel hedges
decline and fuel prices increase; the effect of a slowing economy;
the use of incremental debt to finance new aircraft; and a
$100 million share repurchase program.  A material weakening could
result in a ratings downgrade.  S&P consider an outlook revision
to stable unlikely unless fuel prices were to decline
significantly.


ALERIS INTERNATIONAL: Completes Acquisition of Alumox Holding
-------------------------------------------------------------
Aleris International Inc. has completed its acquisition of Alumox
Holding AS located in Norway.  The Alumox business is expected to
be integrated into Aleris' European recycling business.

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

                          *    *    *

As reported in the Troubled Company Reporter on Sept. 21, 2007,
Standard & Poor's Ratings Services revised its outlook on Aleris
International Inc. to negative from stable.  At the same time S&P
affirmed its 'B+' corporate credit rating and the other ratings on
the company.  Concurrently, S&P assigned a 'B-' rating to the
company's recent $105 million 9% senior notes due 2014, which are
an add-on to the company's existing $600 million 9% senior notes
due 2014.


ALERIS INTERNATIONAL: Sean Stack Succeeds Michael Friday as CFO
---------------------------------------------------------------
Aleris International Inc.'s board of directors has elected Michael
D. Friday as chief administrative officer of the company effective
Dec. 1, 2007.  The board also elected Sean M. Stack to succeed Mr.
Friday as chief financial officer effective Dec. 1, 2007.

Mr. Friday, 56, has served as executive vice president and chief
financial officer of the company since the company's acquisition
of Commonwealth in December 2004.  Prior to that time, Mr. Friday
served as executive vice president and chief financial officer of
Commonwealth.

Prior to joining Commonwealth in June 2004, Mr. Friday served as
executive vice president and chief financial officer of Noveon
Inc. from 2001 to 2004.  From 1997 to 2001, Mr. Friday served as
vice president-finance, business development and information
technology at BFGoodrich Performance Materials. From 1994 to 1997,
Mr. Friday was vice president of finance for The Little Tikes
Company, a unit of Rubbermaid Inc.

Mr. Friday began his career with the General Electric Company in
1974, where he served in a variety of responsible financial
management capacities.  

Upon his appointment as chief administrative officer of the
company, Mr. Friday will cease to act as chief financial officer.

Mr. Stack, 40, has served as Executive vice president and
president, Europe since the acquisition of Corus Aluminum in
August 2006.  Prior to that time, Mr. Stack was senior vice
president, treasurer and corporate development of the company
since the company's  acquisition of Commonwealth, and prior to
that, he was vice president and treasurer of Commonwealth.

Prior to joining Commonwealth in June 2004, he had served as vice
president and treasurer of Noveon Inc., beginning in
March 2001.  Prior to joining Noveon, Mr. Stack served as vice
president and treasurer for Specialty Foods Corporation from May
1996 to December 2000.  Mr. Stack joined Specialty Foods as
assistant treasurer in 1996.

Prior to that, he was a vice president at ABN AMRO Bank in
commercial and investment banking.  

                 About Aleris International Inc.

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

                          *    *    *

As reported in the Troubled Company Reporter on Sept. 21, 2007,
Standard & Poor's Ratings Services revised its outlook on Aleris
International Inc. to negative from stable.  At the same time S&P
affirmed its 'B+' corporate credit rating and the other ratings on
the company.  Concurrently, S&P assigned a 'B-' rating to the
company's recent $105 million 9% senior notes due 2014, which are
an add-on to the company's existing $600 million 9% senior notes
due 2014.


ALM MEDIA: $630MM Apax Summer Deal Spurs S&P to Withdraw Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'B-' corporate credit rating, on ALM Media Holdings Inc. and
its operating subsidiary, ALM Media Inc., which are analyzed on a
consolidated basis.  The rating withdrawal follows the acquisition
of ALM by Apax Summer LLP, the partnership vehicle owning Incisive
Media Ltd., a U.K.-based business information provider, for
$630 million.


AMERICAN AXLE: UAW's GM Strike Prompts Fitch's Negative Watch
-------------------------------------------------------------
Following the decision of the United Auto Workers union to go out
on strike against General Motors Corp., Fitch Ratings has placed
the Issuer Default Ratings and securities ratings of these
companies on Rating Watch Negative:

General Motors Corp.

  -- IDR 'B';
  -- Senior secured 'BB/RR1';
  -- Senior unsecured 'B-/RR5'.

American Axle & Manufacturing, Inc.

  -- IDR 'BB';
  -- Senior unsecured bank facility 'BB';
  -- Senior unsecured 'BB'.

American Axle Manufacturing Holdings Inc.
  -- IDR 'BB'.

ArvinMeritor Inc.

  -- IDR 'BB';
  -- Senior secured 'BB+';
  -- Senior unsecured 'BB-'.

Tenneco, Inc.

  -- IDR 'BB-';
  -- Senior secured bank facility 'BB+';
  -- Senior secured notes 'BB';
  -- Subordinated 'B'.

Hayes-Lemmerz International, Inc.

  -- IDR 'B'.

Hayes Lemmerz Finance - Luxembourg S.A

  -- IDR 'B'.
  -- Senior secured 'BB/RR1';
  -- Senior unsecured 'B-/RR5'.

HLI Operating Company, Inc.

  -- IDR 'B'.

The UAW strike has the potential for far-reaching, crippling
repercussions throughout the industry.  Although the strike is
expected to be short-lived, due to the potentially devastating
consequences to both sides, the onset of a strike could limit the
ability of both parties to control the subsequent chain of events.

Negative cash flow at GM will accelerate, due to operating losses
and working capital reductions.  The costs of a strike would also
have consequences on GM's restructuring program, extending the
timetable and impairing financial resources available, which is
occurring during an uncertain economic environment for industry
sales.  A reduction in cash holdings could also jeopardize the
ability of GM to finance any VEBA agreement.  

Fitch estimates that a VEBA agreement would be in the range of
$30-35 billion, and that GM is unlikely to fund the VEBA entirely
in cash, as remaining liquidity would fall to uncomfortable levels
given economic uncertainties, restructuring costs, and working
capital requirements.  The issue of job security is not easily
resolvable, given the high priority placed on the issue by the UAW
and GM.  The flexibility to reduce production and costs in the
event of an economic downturn or weak product performance will be
critical to GM's ability to weather such events.  Fitch forecasts
that further restructuring actions will be necessary to achieve
viable long-term margins.  In the event that GM and the UAW reach
an agreement following a strike, ratification will be the next
hurdle.

The financial and operating stresses of suppliers would be
exacerbated in the event of a strike, although liquidity among
tier-one suppliers remains adequate in the short term.  Second-
tier and third-tier suppliers are expected to face more difficult
challenges, with lower levels of liquidity and less access to
capital.  Financial distress at this level could quickly spill
over to first-tier suppliers and GM, challenging any assumptions
that a production re-start can be accomplished smoothly and
quickly.  The suppliers placed on Rating Watch Negative contain
varying combinations of exposure to GM North America and limited
or negative free cash flow over the short term.  In the event that
the strike is settled within a short time frame, each of the
suppliers on Rating Watch Negative is expected to return to their
previously existing rating and outlook.  

Fitch anticipates that if the strike extends beyond a very short
term, further rating actions would follow, and the ratings and
outlook of other OEMs and suppliers could be reviewed.


AMERICAN TOWER: Plans to Offer $250 Million of Senior Notes
-----------------------------------------------------------
American Tower Corporation intends to offer $250 million aggregate
principal amount of 10-year fixed rate senior unsecured notes in
an institutional private placement.  The closing of the offering
is expected to occur in late September, subject to market
conditions.

The company intends to use the net proceeds from this offering to
refinance a portion of indebtedness incurred under the company's
new senior unsecured term loan credit facility.

American Tower Corporation -- http://www.americantower.com/--   
(NYSE: AMT) owns, operates and develops broadcast and wireless
communications sites.  American Tower owns and operates over
22,000 sites in the United States, Mexico and Brazil.
Additionally, American Tower manages approximately 2,000 revenue
producing rooftop and tower sites.


AMERICAN TOWER: Fitch Rates Proposed $250MM Senior Notes at BB+
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to American Tower
Corporation's proposed ten-year $250 million senior unsecured
notes.  Proceeds from the notes offering will be used to refinance
existing indebtedness under the term loan facility since the term
facility is subject to mandatory prepayment from any capital
markets issuance.  Fitch has rated AMT's Issuer Default Rating at
'BB+'.  The Rating Outlook is Stable.

American Tower's ratings reflect the scale in its operations,
which has translated into strong operating performance and
increased free cash flow.  AMT's operating characteristics remain
favorable, resulting in some of the highest profitability measures
for all of corporate credits and reflective of the lower business
risk associated with predictable long-term contracts and growing
cash flow stream generated primarily from investment grade
national wireless operators.  Fitch believes these characteristics
more than offset AMT's sizable share repurchase program and the
higher financial leverage for its rating category.  AMT should
continue to meaningfully improve its operating metrics due to
scale benefits and the expectations for continued wireless
industry demand.

On Aug. 30, 2007, AMT had entered into a new $500 million senior
unsecured term loan to provide AMT with additional liquidity.  AMT
had drawn approximately $1 billion of the $1.25 billion on its
senior unsecured revolving credit facility maturing in 2012.  AMT
subsidiaries are not guarantors of the notes and the notes would
be structurally subordinated to all existing and future
indebtedness of its subsidiaries.  Fitch expects any new long-term
debt will be issued by AMT.  Financial covenants for the new
unsecured notes include limitation on subsidiary indebtedness,
limitation on liens and merger, consolidation and sale of assets.


AMERICAN TOWER: Moody's Rates Proposed $250 Mil. Sr. Notes at Ba1
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to American Tower
Corporation's proposed 10 year $250 million senior unsecured notes
issue.  The net proceeds of the offering will be used to repay
existing debt.  AMT's corporate family rating is Ba1 with a stable
outlook.

Assignments:

Issuer: American Tower Corporation

    * Senior Unsecured Regular Bond/Debenture, Ba1, LGD 4, 55%

Based in Boston, American Tower Corporation is a wireless tower
operator.


AMERICAN TOWER: S&P Rates Planned $250 Million Senior Notes at BB+
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Boston-based American Tower Corp.'s proposed $250 million senior
notes due 2017, to be issued under Rule 144A with registration
rights.
     
At the same time, S&P affirmed the existing ratings on the
company, including the 'BB+' corporate credit rating.  The outlook
is stable.
      
"Since the new notes will be used to refinance existing debt,
specifically a portion of the company's senior unsecured term
loan, the company's financial profile is unchanged," said Standard
& Poor's credit analyst Catherine Cosentino.  About $4 billion of
total debt was outstanding as of June 30, 2007.
     
The ratings on American Tower reflect the promising prospects of
its wireless tower leasing business, which is expected to generate
increasingly stronger levels of net free cash flow after capital
expenditures.  Despite these very favorable business-risk
characteristics, which are indicative of an investment-grade
business-risk profile, ratings are constrained by the company's
aggressive financial policy.  The company completed its
$750 million stock repurchase plan in February 2007, and a more
recently authorized $1.5 billion share repurchase plan is expected
to be carried out through February 2008.  Management has also
indicated that it is targeting a debt to EBITDA ratio of 4x-6x, or
in the mid-5x to 8x area, after adjustment.
     
The cash flows generated by American Tower's business have a high
degree of stability, given the long-term nature of the carrier
contracts and high contract renewal rates.  The high operating
leverage of the business also contributes to extremely healthy
tower gross profit and overall EBITDA margins, which totaled 76%
and 63%, respectively, for the second quarter of 2007, excluding
$3.6 million of recurring quarterly interest income from TV
Azteca, the Mexican TV broadcast operator with which American
Tower has a communications tower venture.
     
These high profit metrics, however, are partially offset by the
company's aggressive financial profile, which incorporates
anticipated material levels of stock repurchases, and a debt to
2007 second-quarter EBITDA of 5.7x, including interest income from
TV Azetec, and adjusted for operating lease adjustments and
noncash stock compensation expense.


AMP'D MOBILE: Gets Final OK to Access Kings Road Cash Collateral
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
Amp'd Mobile Inc. authority, on a final basis, to use Kings Road
Investments Ltd.'s cash collateral, including cash collateral in
the possession of Silicon Valley Bank.

The Debtor can use the Kings Road cash collateral from and after
August 29, 2007, to (i) fund the liquidation of its assets not
sold at the auction and the commencement of avoidance actions;
and (ii) pay the expenses of the bankruptcy professionals
retained by the Debtor and the Official Committee of Unsecured
Creditors and the Debtor's employees that will assist in the
liquidation, as well as other incidental expenses.

The Debtor has sold substantially all of its assets to Prexar
Mobile, Inc., and VoodooVox, Inc..  The proceeds of the sale were
insufficient to indefeasibly pay in full in cash a $30,000,000
secured loan from Kings Road.  Accordingly, at Kings Road's
direction, the Debtor commenced a piecemeal liquidation of its
assets.  The Debtor has since struck an agreement with Great
American Group to auction off certain of its remaining assets.

The Debtor will grant Kings Road adequate protection liens for
the use of the cash collateral and for any diminution in the
value of the collateral.  The adequate protection liens are
subject to a carve-out for court clerk fees, U.S. Trustee fees,
and bankruptcy professional fees; the properly perfected liens,
if any, of Brightpoint North America L.P., Silicon Valley Bank
and Valutech Outsourcing LLC.

The Debtor, the Creditors Committee and Kings Road reserve the
right to dispute the validity of any asserted lien.

The Debtor's legal fees prior to August 1 are capped at
$1,450,000.  The Committee's legal fees prior to August 1 are
capped at $400,000.  Incidental expenses are limited to $500,000
in the aggregate.

The Amended Final Cash Collateral Order provides that proceeds of
the orderly liquidation from and after August 1 will be used to
indefeasibly pay in full in cash the Kings Road prepetition loan
and the bankruptcy professionals' and the Liquidation Employees'
expenses.  The Debtor, however, will look into the carve-out and
the avoidance action proceeds first.

Judge Shannon clarifies that any adequate protection lien granted
to Kings Road will not create an interest directly against any
lease between the Debtor and Westside Medical Park, LLC, as
landlord.  Rather, any interest that may be asserted by Kings
Road with respect to the Westside lease is limited to any
proceeds realized from the disposition of the lease.

The Court also notes that Kings Road does not have any lien on
any claims, causes of action or recoveries realized pursuant to
Chapter 5 of the Bankruptcy Code.  The avoidance actions,
however, will not include any actions against Brightpoint.

Kings Road will be allowed an administrative superpriority
expense claim, which will not exceed an amount equal to the
difference between Kings Road's prepetition loan that was not
paid in full, and $19,075,000 of Kings Road's cash collateral
that the Debtor has used since the Petition Date.

                        USAC Objection
                          
The Universal Service Administrative Company objected to the
Debtor's request to amend the cash collateral budget, citing that
the budget is inadequate, and that the budget is unclear
regarding the sufficiency of the "reserve" referenced in the
Motion and the sufficiency of the phone tax fund purportedly set
aside to protect USAC.

Representing USAC, Elihu E. Allinson, Esq., at William D.
Sullivan, LLC, in Wilmington, Delaware, said it should be
clarified whether the Debtor intends to invade the funds set
aside to provide for tax administrative claims, including
postpetition Universal Service Fees outstanding and owing to
USAC.  Mr. Allinson pointed out that the Debtor's Cash Collateral
Budget through September 25, 2007, that was submitted to the
Court for approval is short by $298,700.  Mr. Allinson informed
the Court that the Debtor has committed to set aside 15% of all
gross revenue collected for the phone tax fund.

Based on the Debtor's recently submitted Revenue Reports, Mr.
Allinson said that Amp'd Mobile has collected about $18,000,000
through July 30,2007.  Mr. Allinson asserted that if the 15% is
to be computed from the amount reported, the allocated amount for
the phone tax fund should be about $2,700,000.

However, as of August 24, 2007 the Debtor disclosed that there is
only a phone tax balance of approximately $1,669,492.

Mr. Allinson said that Debtor may be more significantly insolvent
than originally anticipated.

The Debtor has provided USAC information about potential claims
and claim balances for the month of June 2007.

The June information confirms that the phone tax fund is likely
significantly under-funded with the June claims to the fund from
non-USAC creditors being approximately $970,000, according to Mr.
Allinson.  He added that the Revenue Reports completed by the
Debtor indicate that the Debtor billed its customers $14,177,635
in the postpetition period.

Mr. Allinson said that if USAC is to compute from the $14,177,635
Revenue Report to determine its administrative claim from the
Debtor's USF obligations, the estimated amount will yield to
$1,372,820, which is woefully underfunded.

USAC wanted to verify revenue information by reviewing the
Debtor's Monthly Operating Reports, however, the Debtors has
failed to file any Operating Reports to date, Mr. Allison told
the Court.

Since the Petition Date, the Debtors has made no payments to
USAC, Mr. Allinson said.  The Debtor also has failed to respond
to USAC's request for a detailed information on how the Debtor
intends to reduce the claims in a cost-effective manner.

USAC wants the Debtor to immediately pay a reasonable estimate of
USF obligations based on available information, in an amount not
less than $1,434,776, subject to reconciliation based on the 2008
"true up" 2007 revenue.  In the alternative, USAC wants the
Debtor's case converted to Chapter 7.

The Amended Final Cash Collateral Order is silent on USAC's
concerns.  Judge Shannon says any objections to the Debtor's
request that have not previously been resolved or withdrawn are
overruled on their merits.

                 Termination of Cash Collateral Use

The Debtor's right to use cash collateral will terminate on the
earliest of these events:

   1. October 15, 2007, if Kings Road has not been paid in full,
      unless the parties agree to continue the chapter 11
      liquidation efforts;

   2. If the Debtors will not have continued to retain at all
      times during the term of the Amended Final Cash Collateral
      Order, contingent fee counsel for collection efforts;

   3. One business day after the Debtor fails to comply with any
      terms of the Amended Final Cash Collateral Order;

   4. The effective date of any confirmed Chapter 11 plan for the
      Debtor;

   5. Entry of an order, without Kings Road's prior consent,
      converting the Debtor's case to Chapter 7; dismissing the
      Chapter 11 case; appointing a Chapter 7 or Chapter 11
      trustee; or appointing an examiner with expanded powers;
      lifting the stay with respect to another creditor holding a
      claim on a material portion of the Debtor's assets
      necessary to the operation of its business;

   6. The commencement of any proceeding challenging the amount,
      validity, priority or extent of Kings Road's superpriority
      claim or replacement liens;

   7. The Debtor's obtaining funding that is secured by liens
      which are senior, pari passu or junior to Kings Road's
      liens, without Kings Road's prior consent; and

   8. Any unauthorized use of the cash collateral, or any
      fraudulent act by the Debtor.

Headquartered in Los Angeles, Calif., Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service. The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739). Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard Firm
represent the Debtor in its restructuring efforts. In its
schedules filed with the Court, the Debtor listed total assets of
$47,603,629 and total debts of $164, 569,842.  The Debtor's
exclusive period to file a plan expires on Sept. 29, 2007. (Amp'd
Mobile Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Services Inc., http://bankrupt.com/newsstand/or 215/945-7000).


APARTMENT INVESTMENT: Fitch Holds BB+ Preferred Stock Rating
------------------------------------------------------------
Fitch Ratings has affirmed these ratings on Apartment Investment &
Management Company:

AIMCO

   -- Issuer Default Rating at 'BBB-';
   -- $823.5 million preferred stock at 'BB+'.

AIMCO Properties L.P.

   -- $1.125 billion bank credit facility at 'BBB-'.

The Rating Outlook is Stable.

The ratings reflect AIMCO's large and geographically diverse
portfolio of multifamily assets, significantly improved property
operations, redevelopment program, and sound multifamily property
fundamentals.  AIMCO has an adequate Fitch risk adjusted capital
ratio for the rating category reflecting its reasonable debt
levels, the relatively more stable multifamily sector, and access
to additional sources of capital through agency debt.

The $12.8 billion (undepreciated book capital) equity REIT is one
of the largest owners and managers of multifamily assets with more
than 1,200 properties (209,507 units) across 47 States, the
District of Columbia and Puerto Rico.  This diversity insulates it
against a downturn in any one market.  The portfolio is also
diversified across price points and by its mix of conventional and
affordable properties which further protect it against adverse
economic or market changes that may target one demographic group
of renters or a particular asset class.

Over the last 10 quarters the company has demonstrated strong same
store net operating income growth.  Same store NOI grew 6.3% and
9.5% respectively for full year 2005 and 2006 and a healthy 6% and
4.1% respectively for the first and second quarter of 2007.  After
a couple of difficult years in 2003 and 2004, management has
upgraded/repositioned properties and has built a better operating
platform for its large and diversified portfolio.  The ratings are
further supported by the company's redevelopment program which
should benefit the company over the longer term increasing asset
values and earnings.  Fitch views redevelopment as less risky than
ground up development which has a longer time frame and is more
susceptible to sudden markets changes.

Full leverage, defined as debt plus preferred securities to
undepreciated book capital, measures 63% as of June 30, 2007
consistent with AIMCO's historical average and similarly rated
multifamily peers.  Furthermore, on Sept. 15, 2007 AIMCO expanded
its bank credit facility to $1.125 billion from $850 million
providing ample short term liquidity.  The revolving credit
facility increased by $200 million to $650 million, and the term
loan increased by $75 million to $475 million.  Rating concerns
include AIMCO's 100% encumbered portfolio.  

Nearly all of AIMCO's debt is funded through property mortgages
which represents approximately $6.5 billion of the $7.1 billion in
total debt as of June 30, 2007.  The use of secured debt in the
capital structure encumbering substantially all assets has the
potential to limit flexibility in a more difficult capital raising
environment.

Furthermore the company has been increasing its secured debt
financing by redeeming high coupon preferred securities and
substituting with additional property debt.  Total debt to
undepreciated book capital has edged higher to 56.1% at mid-year
2007 from 54.9% at year-end 2006 and 52.5% at mid-year 2006.  
While this lowers the cost of capital, Fitch is concerned by any
increase in loan to value ratios on its fully encumbered
portfolio.  Fitch will look to monitor this greater shift to
secured debt especially in view of the pressure it puts on the
bank credit facility rating and preferred stock rating which are
subordinate to all property debt.

Fitch adjusted interest and fixed charge coverage ratios are
acceptable for the current rating category and have strengthened
to 2.1x and 1.5x respectively for the quarter-ending June 30, 2007
compared to 2x and 1.4x for full year 2006 and 1.9x and 1.3x for
full year 2005.  Fitch will continue to closely monitor coverage
ratios especially as AIMCO moves forward with its redevelopment
program and recently board authorized enlarged stock repurchase
plan.

Apartment Investment and Management Company is a $12.8 billion
(undepreciated book capital) equity REIT headquartered in Denver,
Colorado, and one of the largest owner/managers of multifamily
properties in the United States.  As of June 30, 2007, the company
owned a controlling equity interest in 156,958 units in 676
properties, owned a non-controlling equity interest in 11,741
units in 101 properties and provided services or managed (for
third party owners) 40,808 units in 439 properties.


ARLINGTON HOSPITALITY: Disclosure Statement Hearing Set on Oct. 15
------------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Illinois will convene a hearing on Oct. 15, 2007, at 10:00 a.m.,
to consider the adequacy of Arlington Hospitality Inc. and its
debtor-affiliates' Disclosure Statement explaining their Joint
Chapter 11 Plan of Liquidation.

The Plan, the Debtors say, contemplates the orderly liquidation of
their properties for distribution to their creditors.

The Debtors further say that the Plan will be funded by all
property of the Estates, includes, the proceeds received and
remaining from the operation of the Debtors' business prior to the
sales, the remaining proceeds from the sales and the preference
recoveries, if any.

                       Treatment of Claims

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

Holders of Secured Claims will receive either cash equal to the
amount of the unpaid allowed secured claim or relief from the
automatic stay arising under Section 362(a) of the Bankruptcy Code
in order to collect and liquidate the property securing their
claim.

The Debtors disclose that they have satisfied all priority claims.

On the effective date, each holder of an Insurance Claim will
automatically be granted relief from the automatic stay to permit
the holder to proceed to prosecute and liquidate its claim against
the Debtors.  When the claim is liquidated, it will be paid first
by the Debtors' insurance carrier to the extent of any insurance
coverage.  To the extent the Debtors would be required to pay a
deductible, premium or retention before the insurance carrier will
defend or satisfy the claim, the Debtors or the Plan
Administrator, may elect to:

    (i) pay such deductible, premium or retention, or
   (ii) have the entire claim treated as an unsecured claim.

Holders of Convenience Claims, which the Debtors estimate to be
$52,000, will receive cash equal to the lesser of 27% of their
claims.

General unsecured creditors will receive a pro rata share of the
available cash.  The Debtors estimate that unsecured claims total
between $3.4 million to $5.5 million and holders will receive
between 1% to 28% of their claims.


Holders of Penalty Claims will also receive a pro rata share of
the available cash after all valid claims have been paid.

Equity Interests will be cancelled and holders will not receive
anything under the Plan.

A full-text copy of the Disclosure Statement is available for a
fee at:

   http://www.researcharchives.com/bin/download?id=070925214444

                   About Arlington Hospitality

Based in Arlington Heights, Illinois, Arlington Hospitality, Inc.,
dba Amerihost Properties, Inc., and its affiliates develop and
construct limited service hotels and own, operate, manage and sell
those hotels.  The Debtors operate 15 AmeriHost Inn Hotels under
leases from PMC Commercial Trust.  Arlington Hospitality, Inc.,
serves as a guarantor under these leases.

Arlington Inns Inc., an affiliate, filed for bankruptcy protection
on June 22, 2005 (Bankr. N.D. Ill. Case No. 05-24749), the
Honorable A. Benjamin Goldgar presiding.  Arlington Hospitality
and additional debtor-affiliates filed for chapter 11 protection
on Aug. 31, 2005 (Bankr. N.D. Ill. Lead Case No. 05-34885).
Catherine L. Steege, Esq., at Jenner & Block LLP, provides the
Debtors with legal advice and Chanin Capital LLC serves as the
company's investment banker.  David W. Wirt, Esq., at Winston &
Strawn, represents the Official Committee of Unsecured Creditors.
As of March 31, 2005, Arlington Hospitality reported $99 million
in total assets and $94 million in total debts.


ARVINMERITOR INC: UAW's GM Strike Prompts Fitch's Negative Watch
----------------------------------------------------------------
Following the decision of the United Auto Workers union to go out
on strike against General Motors Corp., Fitch Ratings has placed
the Issuer Default Ratings and securities ratings of these
companies on Rating Watch Negative:

General Motors Corp.

  -- IDR 'B';
  -- Senior secured 'BB/RR1';
  -- Senior unsecured 'B-/RR5'.

American Axle & Manufacturing, Inc.

  -- IDR 'BB';
  -- Senior unsecured bank facility 'BB';
  -- Senior unsecured 'BB'.

American Axle Manufacturing Holdings Inc.
  -- IDR 'BB'.

ArvinMeritor Inc.

  -- IDR 'BB';
  -- Senior secured 'BB+';
  -- Senior unsecured 'BB-'.

Tenneco, Inc.

  -- IDR 'BB-';
  -- Senior secured bank facility 'BB+';
  -- Senior secured notes 'BB';
  -- Subordinated 'B'.

Hayes-Lemmerz International, Inc.

  -- IDR 'B'.

Hayes Lemmerz Finance - Luxembourg S.A

  -- IDR 'B'.
  -- Senior secured 'BB/RR1';
  -- Senior unsecured 'B-/RR5'.

HLI Operating Company, Inc.

  -- IDR 'B'.

The UAW strike has the potential for far-reaching, crippling
repercussions throughout the industry.  Although the strike is
expected to be short-lived, due to the potentially devastating
consequences to both sides, the onset of a strike could limit the
ability of both parties to control the subsequent chain of events.

Negative cash flow at GM will accelerate, due to operating losses
and working capital reductions.  The costs of a strike would also
have consequences on GM's restructuring program, extending the
timetable and impairing financial resources available, which is
occurring during an uncertain economic environment for industry
sales.  A reduction in cash holdings could also jeopardize the
ability of GM to finance any VEBA agreement.  

Fitch estimates that a VEBA agreement would be in the range of
$30-35 billion, and that GM is unlikely to fund the VEBA entirely
in cash, as remaining liquidity would fall to uncomfortable levels
given economic uncertainties, restructuring costs, and working
capital requirements.  The issue of job security is not easily
resolvable, given the high priority placed on the issue by the UAW
and GM.  The flexibility to reduce production and costs in the
event of an economic downturn or weak product performance will be
critical to GM's ability to weather such events.  Fitch forecasts
that further restructuring actions will be necessary to achieve
viable long-term margins.  In the event that GM and the UAW reach
an agreement following a strike, ratification will be the next
hurdle.

The financial and operating stresses of suppliers would be
exacerbated in the event of a strike, although liquidity among
tier-one suppliers remains adequate in the short term.  Second-
tier and third-tier suppliers are expected to face more difficult
challenges, with lower levels of liquidity and less access to
capital.  Financial distress at this level could quickly spill
over to first-tier suppliers and GM, challenging any assumptions
that a production re-start can be accomplished smoothly and
quickly.  The suppliers placed on Rating Watch Negative contain
varying combinations of exposure to GM North America and limited
or negative free cash flow over the short term.  In the event that
the strike is settled within a short time frame, each of the
suppliers on Rating Watch Negative is expected to return to their
previously existing rating and outlook.  

Fitch anticipates that if the strike extends beyond a very short
term, further rating actions would follow, and the ratings and
outlook of other OEMs and suppliers could be reviewed.


ASAT HOLDINGS: Chinese Unit Secures $20 Million Credit Facility
---------------------------------------------------------------
ASAT Holdings Limited's Chinese subsidiary, ASAT Semiconductor
(Dongguan) Limited, has received a commitment for RMB150 million
or approximately $20 million of new financing from a Chinese bank
in the form of a secured multi-currency revolving credit facility.
    
"As we have discussed, the key near-term objective has been
to strengthen our financial position," Kei Hong Chua, chief
financial officer of ASAT Holdings Limited, said.  "By obtaining
the credit facility we have delivered on this important goal and
achieved another milestone in the implementation of our financial
turnaround plan.  The facility supplements our existing cash flow
and provides us with resources to expand our business during a
period of positive growth for ASAT and our industry."
    
"We believe the overwhelming support we received in our recent
consent solicitation and the competitive terms of this financing
package demonstrate the fundamental soundness of our business,"
Mr. Chua said.  "In the last 12 months we have undertaken a
complete re-engineering of nearly every aspect of how we do
business. We have made enormous progress and ASAT is emerging as a
strong competitor in the assembly and test market."

The multi-currency revolving credit facility has an aggregate
commitment of RMB150 million secured by ASDLs trade receivables.  
Interest on borrowings under the facility will be at the
applicable index rate plus 0.80%.
    
                   About ASAT Holdings Limited
    
Headquartered in Pleasanton, California, ASAT Holdings Limited
(Nasdaq: ASTT) -- http://www.asat.com/-- is a provider of     
semiconductor package design, assembly and test services.  With
18 years of experience, the company offers a definitive selection
of semiconductor packages and world-class manufacturing lines.  
ASAT's advanced package portfolio includes standard and high
thermal performance ball grid arrays, leadless plastic chip
carriers, thin array plastic packages, system-in-package and flip
chip.  ASAT was the first company to develop moisture sensitive
level one capability on standard leaded products.  The company has
operations in the United States, Hong Kong, China and Germany.

At April 30, 2007, ASAT Holdings Limited's consolidated balance
sheet showed $135.1 million in total assets, $217.7 million in
total liabilities, and $5.7 million in series A redeemable
convertible preferred shares, resulting in an $88.3 million total
stockholders' deficit.


ATARI INCORPORATED: Deloitte & Touche Raises Going Concern Doubt
----------------------------------------------------------------
New York-based Deloitte & Touche LLP expressed substantial doubt
about Atari Incorporated's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended March 31, 2007.  The auditing firm pointed to the
company's significant operating losses.

The company posted a $69,711,000 net loss on $122,285,000 of total
revenues for the year ended March 31, 2007, as compared with a
$68,986,000 net loss on $206,796,000 of total revenue in the prior
year.  The company also posted an operating loss of $77,644,000 in
fiscal 2007 as compared to a $62,977,000 in the prior year.

At March 31, 2007, the company's balance sheet showed $42,819,000
in total assets and $39,725,000 in total liabilities, resulting in
a $3,094,000 stockholders' equity.

During fiscal 2006 and 2007, the company sold a number of
intellectual properties and development facilities in order to
obtain cash to fund its operations.  During 2007, the company
raised approximately $35,000,000 through the sale of the rights to
its Driver games and certain other intellectual property, and the
sale of its Reflections and Shiny studios.  By the end of fiscal
2007, the company did not own any development studios.

The company said that its ability to deliver products on time
depends in good part on developers' ability to meet completion
schedules.  Further, its expected releases in fiscal 2008 are even
fewer than its releases in fiscal 2007.

In addition, most of the company's releases for fiscal 2008 are
focused on the holiday season.  As a result its cash needs have
become more seasonal and it faces significant cash requirements to
fund the working capital needs during the second quarter of its
fiscal year.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?239c

                            About Atari

Headquartered in New York, Atari Incorporated, (NASDAQ: ATAR) --
http://www.atari.com-- together with its subsidiaries, publishes,  
develops, and distributes video game software in North America.  
It offers games for various platforms.  Its portfolio of games
includes action, adventure, strategy, role-playing, and racing.  
Atari distributes its video game software in the United States,
Canada, and Mexico through mass merchants, retail outlets, online
outlets, specialty retailers, and distributors.  The company,
founded in 1992, was formerly known as Infogrames Inc. and GT
Interactive Software Corp.  It changed its name to Atari
Incorporated in 2003 and is a subsidiary of Infogrames
Entertainment SA.


BCE INC: S&P Downgrades Corporate Credit Rating to BB- from A-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on Montreal, Quebec-based holding company BCE Inc.
and wholly owned subsidiary Bell Canada to 'BB-' from 'A-'.  The
ratings on both companies remain on CreditWatch with negative
implications where they were placed April 17, 2007.
     
"The downgrade, an interim step, follows BCE's Sept. 21, 2007,
announcement that its shareholders have approved the company's
CDN$52 billion leveraged buyout," said Standard & Poor's credit
analyst Madhav Hari.  "Once we have the opportunity to review the
proposed capital structure, and the financial and operating
strategies of the new owners, we could affirm or lower the ratings
further," Mr. Hari added.

The ratings on CDN$2.8 billion in existing senior unsecured debt
of BCE (CDN$650 million), Bell Canada (CDN$2 billion), and Bell
Mobility Cellular Inc. (CDN$150 million) are unchanged, reflecting
the sponsor's stated intention that it anticipates requiring BCE,
Bell Canada, and Bell Mobility to redeem redeemable debentures
outstanding (maturing up to August 2010), upon close of the
leveraged buyout.
     
The ratings on BCE's CDN$2.77 billion preferred shares are also
unchanged because S&P expects these to be redeemed as well.  Once
the tender is completed, S&P will withdraw these ratings.  
However, the ratings on these securities could be lowered if they
are not redeemed as planned.  S&P are also withdrawing its 'A-1
(Low)' Canadian scale and 'A-2' global scale CP ratings on both
BCE and Bell Canada; the companies have no CP outstanding at this
time.
     
In addition, S&P lowered the ratings on about CDN$4.9 billion of
Bell Canada senior unsecured debentures outstanding to 'BB+' from
'A-', reflecting what S&P think is the best possible outcome based
on publicly available information on the LBO. The structure of the
proposed financing suggests that these debentures will gain a
first priority lien on the Bell Canada assets.  Therefore, the
ratings are based on S&P's recovery approach for rating secured
debt, which reflects both the probability of default as well as
expected recovery at default.

Accordingly, the two-notch difference from the 'BB-' corporate
credit rating reflects S&P's preliminary expectations of very high
recovery of principal in the event of a payment default.  S&P
lowered the rating on Bell Canada's subordinated debt to
'B' from 'BBB+', reflecting its most junior position in the post-
LBO debt capital structure.
     
The multinotch downgrade reflects S&P's view that BCE no longer
possesses an investment-grade financial policy given the high
degree of certainty that the LBO will be finalized shortly.  On a
pro forma basis, the company will have a highly leveraged capital
structure, weakened credit measures, and significantly reduced
cash flow-generating capability owing to its LBO and
associated heavy interest burden.
     
Standard & Poor's will aim to resolve the CreditWatch status
shortly after the acquisition is completed, following a detailed
review of certain critical aspects of business and financial
strategy under the new ownership.  In particular, S&P will focus
on the ultimate capital structure of BCE/Bell Canada; changes to
its operating strategy; the sponsor's new financial policy,
including its dividend distribution policy and de-leveraging
plans; and any potential change to the company's asset base.  

In resolving the ratings on Bell Canada's CDN$4.9 billion
remaining senior unsecured debt, S&P will focus on the
overall structure and terms of the LBO financing, details of the
security package as it relates to the BCE/Bell Canada senior
secured debt, and the terms of the financial covenants.


BEAR STEARNS: Bankr. Court Stays Order Denying Ch. 11 Petition
--------------------------------------------------------------
The Hon. Burton Lifland of the U.S. Bankruptcy Court for the
Southern District of New York stayed the enforcement of his prior
order denying protection under Chapter 11 of the Bankruptcy Code
to Bear Stearns High-Grade Structured Credit Strategies Master
Fund, Ltd., and Bear Stearns High-Grade Structured Credit
Strategies Enhanced Leverage Master Fund, Ltd., pending the
Funds' appeal on that ruling, Bloomberg News reports.

The Bankruptcy Court's stay order is contingent on the Bear
Stearns Funds' (i) returning U.S. funds that were transferred to
the Cayman Islands or (ii) posting an equal amount as bond,
Bloomberg says.

According to Bloomberg, Judge Lifland required the Hedge Funds to
return $8,000,000 in funds.

In August 2007, Judge Lifland ruled that the Bear Stearns Funds'
center of main interest is in the United States and not in the
Cayman Islands.  Judge Lifland said the only adhesive connection
with the Cayman Islands that the Funds have is the fact that they
are registered there.

Judge Lifland suggested that the Funds commence a Chapter 11 or
Chapter 7 bankruptcy case.  Judge Lifland also extended the
Preliminary Injunction Order until September 29, 2007, to give
parties-in-interest an opportunity to file a Chapter 11 or a
Chapter 7 petition in the district where the seat of the Funds'
management functions are located.  The Injunction Order would
automatically dissolve after September 29 if no Chapter 11 or
Chapter 7 petition is filed.

Simon Lovell Clayton Whicker and Kristen Beighton at KPMG, the
Bear Stearns Funds' official liquidators, have asked the U.S.
District Court for the Southern District of New York to review
Judge Lifland's decision.

At the hearing on September 24, Judge Lifland said the decision
is significant for other U.S. investment banks and funds based in
the Cayman Islands, Tiffany Kary at Bloomberg reports.  According
to Judge Lifland, no objections were filed because "parties of
interest are institutions similarly situated who use offshore
vehicles for similar purposes."

           Decision Makes Chapter 15 Cumbersome Process

The Liquidators asked the Bankruptcy Court to maintain the
preliminary injunction until the appeal is resolved.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, the Liquidators' U.S. counsel, argued that unless the
Bankruptcy Court grants a stay, the appeal will likely be
rendered moot, and the opportunity for review will be lost.

Mr. Hodara pointed out that the Bankruptcy Court's refusal to
recognize the Liquidators' petition for recognition frustrates
the U.S. Congress' purpose in enacting Chapter 15.  Congress
established a simple statutory procedure for recognition and
clear guideposts for U.S. courts to follow, Mr. Hodara explained.  
The guideposts, he said, are based on the Model Law on Cross-
Border Insolvency promulgated by the United Nations Commission on
International Trade Law, which has been adopted in numerous other
countries.

"[T]he Decision turns what is intended to be a streamlined legal
proceeding into a complex, cumbersome, and time consuming
process," according to Mr. Hodara.

                      Clash with SPhinX Ruling

Mr. Hodara also argued that Judge Lifland's analysis is at odds
with Judge Robert D. Drain's ruling in In re SPhinX, Ltd., 351
B.R. 103 (Bankr. S.D.N.Y. 2006), which was affirmed by the
District Court.  Judge Drain held that "chapter 15 maintains --
and in some respects enhances -- the 'maximum flexibility' that
section 304 provided bankruptcy courts.

In SPhinX, Mr. Hodara said, the court denied recognition as a
foreign main proceeding because it concluded that "the only
reason for the [Foreign Representatives'] request for recognition
of the Cayman Islands proceeding" was to frustrate a settlement
in which the debtors had an interest.  But for this improper
purpose, the court stated, it would have recognized the Cayman
Islands proceeding as a foreign main proceeding, notwithstanding
the presence of a challenger.

In Judge Drain's view, Mr. Hodara noted, recognition should be
liberally granted in keeping with chapter 15's emphasis on
cooperation, comity, and the pragmatic concerns listed in the
chapter's statement of purpose, including "greater legal
certainty for trade and investment," "fair and efficient
administration of cross-border insolvencies that protects the
interests of all creditors, and other interested entities,
including the debtor," and "protection and maximization of the
value of the debtor's assets."

Mr. Hodara argued that SPhinX involved a petition brought for an
improper purpose, featured an objecting party, and presented
facts that -- in contrast to the Bear Stearns Funds' cases --
strongly suggested that the COMI was not in the Cayman Islands,
as no board members resided in the Cayman Islands, and "most, if
not all" of the creditors and investors were outside the Cayman
Islands.

Nevertheless, Mr. Hodara maintained, the court in SphinX
concluded that some form of recognition was proper.  "Because
their money is ultimately at stake," Judge Drain ruled, "one
generally should defer . . . to the creditors' acquiescence in or
support of a proposed COMI."  

Judge Drain also held that "[i]t is reasonable to assume that the
debtor and its creditors . . . can, absent an improper purpose,
best determine how to maximize the efficiency of a liquidation or
reorganization and ultimately, the value of the debtor, assuming
also, of course, that chapter 15 requires the court to protect
the legitimate interests of dissenters[.]"

Mr. Hodara also pointed out that Professor Jay Westbrook in his
article, Multinational Enterprises in General Default: Chapter
15, The ALI Principles, and the EU Insolvency Regulation, 76 Am.
Bankr. L.J. 1, 5-24 (2002), stated that chapter 15 was designed
to streamline the recognition process, making it "as simple, fast
and inexpensive as possible," by reducing it to "a simple
documentary process unless challenged."

Prof. Westbrook is a law professor at the University of Texas at
Austin who helped author the Chapter 15 law, along with Judge
Lifland.

                        "Letterbox" Company

Mr. Hodara insisted that the Liquidators met the statutory
requirements of chapter 15.  The Bankruptcy Court's
characterization of the Bear Stearns Funds as merely a
"letterbox" company is dubious, he said.

Mr. Hodara also pointed out that the Bankruptcy Court's Decision
suggests that "exempted companies" conducting business in the
Cayman Islands may never bring insolvency actions in the Cayman
Islands that qualify for recognition under Chapter 15.  The Court  
misconstrues Cayman Islands law, he said.

Mr. Hodara explained that the characterization of a company as an
exempted company under Cayman Islands' Companies Law is primarily
for the purpose of creating a class of companies to which local
ownership and control requirements contained in other Cayman
Islands statutes, among other matters, do not apply.  According
to Mr. Hodara, registration of a company as "exempted" is not
indicative of the degree to which it has a substantial local
establishment in the Cayman Islands nor is it determinative of
the permanence of its business or economic activity.  An exempted
company is not prevented from exercising all the powers necessary
in the Cayman Islands to further its business outside of the
Cayman Islands.

Mr. Hodara added that most, if not all, of the Funds' remaining
liquid assets are in bank accounts in the Cayman Islands.  To
protect the Funds' remaining assets -- as is required under
Cayman Islands law -- the Liquidators, Mr. Hodara said, opened
accounts in the Cayman Islands in which proceeds of certain
receivables that have been collected postpetition have been
deposited.  These are the funds to which Mr. Whicker referred
when he responded to the Bankruptcy Court's inquiry regarding
money that was "transferred" to Cayman Islands accounts, Mr.
Hodara noted.

Mr. Hodara also informed the Court that evidence that came to
light following the Court's hearing on the foreign petitions
demonstrates that the Funds regularly entered into a substantial
number of principal transactions, each of which required prior
written approval of one of their two Cayman Islands-based
independent directors.  The independent directors evidenced their
independence in passing judgment on those transactions.

"Th[e] Court, however, relies primarily upon facts set forth in
pleadings filed at the very outset of these cases,
notwithstanding the evolving nature of the [Liquidators']
investigation and the establishment of additional facts during
testimony," Mr. Hodara said.

During the September 24 hearing, Judge Lifland said Bear Stearns
submitted "a pile of papers that suggest there are new facts,"
giving him only "a few hours to react" before the hearing, Ms.
Kary relates.

                  Bankruptcy Not Viable Option

Mr. Hodara said in court papers that a chapter 7 or chapter 11
filing are not viable options for the Funds at this time.  The
potential recoveries for the Funds' creditors, Mr. Hodara
explained, are not large -- nearly $50,000,000 in the case of
Enhanced Fund and nearly $25,000,000 in the case of High-Grade
Fund.

Given the Funds' financial situation, the substantial costs
associated with a chapter 7 or chapter 11 filing will divert
resources from what will already be very limited recoveries to
the Funds' creditors, Mr. Hodara said.

The costs include, without limitation:

   (i) the costs associated with the potential appointment of a
       trustee, examiner, or official committee of unsecured
       creditors pursuant to Sections 1104(a), 1104(c), and 1102
       of the Bankruptcy Code, or the costs associated with the
       appointment of a chapter 7 trustee, and its retention of
       attorneys, financial advisors, or other professionals;

  (ii) the costs associated with the preparation of the pleadings
       necessary to commence and prosecute the proceedings; and

(iii) the costs associated with the coordination of the
       proceedings with the Cayman Islands Proceedings.

Mr. Hodara also noted that the filing of chapter 7 or 11 cases
potentially exposes the Funds to other harms.  He pointed out
that the pendency and prosecution of two primary proceedings in
two separate jurisdictions would invest two legal entities with  
potentially differing obligations pertaining to the same assets
and same creditors.  The two legal entities would be the Foreign
Representatives in the Cayman Islands and a debtor-in-possession,
a trustee, or examiner in the United States.

The responsibilities of both entities, governed under separate
laws, risks conflicts with respect to the entities' fiduciary or
other duties and responsibilities, thus, imposing further delays
and costs on the Funds' estates to the detriment of creditors,
investors, and all parties-in-interest, Mr. Hodara maintained.  
Further, such concurrent "main" proceedings heightens the risk
that the very comity and international cooperation objectives
underlying chapter 15 would be thwarted by conflicts of laws
issues -- especially when both courts believe the proceedings
pending before it to be the "primary insolvency" proceedings, Mr.
Hodara said.

                    About Bear Stearns Funds

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. are open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.

On July 30, 2007, the Funds filed winding up petitions under the
Companies Law (2007 Revision) of the Cayman Islands.  Simon Lovell
Clayton Whicker and Kristen Beighton at KPMG were appointed
joint provisional liquidators.  The joint liquidators filed for
Chapter 15 petitions before the U.S. Bankruptcy Court for the
Southern District of New York the next day.

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
liquidators in the United States.  The Funds' assets and debts are
estimated to be more than $100,000,000 each.  (Bear Stearns Funds
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


CALPINE CORP: Bankruptcy Court Approves Disclosure Statement
------------------------------------------------------------
The Honorable Burton R. Lifland of the United States Bankruptcy
Court for the Southern District of New York approved Calpine
Corporation's Disclosure Statement filed in connection with the
company's proposed Plan of Reorganization and authorized Calpine
to begin soliciting votes from its creditors and shareholders on
its Plan of Reorganization.  Calpine's confirmation hearing for
the Bankruptcy Court to consider approval of the Plan of
Reorganization has been scheduled to commence on Dec. 18, 2007.

Calpine will shortly begin the process of soliciting votes for the
Plan of Reorganization from eligible claim and interest holders.  
The Official Committee of Unsecured Creditors in Calpine's Chapter
11 proceedings supported entry of the order approving the
Disclosure Statement.  Assuming the requisite approvals are
received and the Bankruptcy Court confirms the Plan of
Reorganization under the company's current timetable, Calpine
expects to emerge from Chapter 11 prior to Jan. 31, 2008.

"With the Court's authorization, we can now begin the solicitation
of stakeholder votes on our Plan of Reorganization, which is a
very important step forward in our restructuring process," Robert
P. May, Calpine's Chief Executive Officer, said.  "We continue to
be very proud of what we have accomplished thus far as we work to
emerge as a financially stable, stand-alone company with an
improved competitive position in the energy industry.  On behalf
of my entire management team, we remain grateful for our dedicated
employees' unwavering support throughout our restructuring
process."

As reported in the Troubled Company Reporter on Aug. 28, 2007,
assuming Calpine's amended Plan of Reorganization is confirmed by
Dec. 31, 2007 and subject to the assumptions set forth in the
Disclosure Statement, Calpine estimates that the reorganized
Calpine will have a midpoint reorganization value of $21.7 billion
(reorganization value is equal to total enterprise value plus
estimated distributable cash).  At emergence, Calpine estimates
that its total enterprise value will be between $19.2 billion to
$21.3 billion, with a midpoint of $20.3 billion, and estimates
that distributable cash will be approximately $1.4 billion

Additionally, Calpine received a commitment for an amended and
upsized exit facility from Goldman Sachs, Credit Suisse, Deutsche
Bank, and Morgan Stanley.  Simultaneously with the filing of its
original Plan of Reorganization, Calpine filed a motion to enter
into a commitment letter, pay associated commitment and other
fees, and to amend and upsize the existing debtor in possession
financing facility. On July 11, 2007, the Bankruptcy Court
approved the upsized exit facility that will provide for up to
$8 billion in secured financing, some $3 billion more than the
current exit facility, on terms that Calpine views as favorable.  
The commitment to fund the exit facility expires on Jan. 31, 2008.

                    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.


CAMP AZUSA: Case Summary & Four Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Camp Azusa of the Apostolic Bible Students Association of
        Indiana, Inc.
        3306 Carey Glen Court
        Westfield, IN 46074

Bankruptcy Case No.: 07-09250

Type of business: The Debtor is a church camp that provides a
                  rural setting for children from low-income
                  families.

Chapter 11 Petition Date: September 24, 2007

Court: Southern District of Indiana (Indianapolis)

Judge: Frank J. Otte

Debtor's Counsel: Eric C. Redman, Esq.
                  Bator, Redman, Bruner, Shive & Ludwig, P.C.
                  151 North Delaware Street, Suite 1106
                  Indianapolis, IN 46204
                  Tel: (317) 685-2426

Total Assets: $2,306,500

Total Debts:  $1,070,000

Debtor's Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Christ Church Apostolic        Loans 2005-2006            $50,000
Church
6601 North Grandview Church
Indianapolis, IN 46260

Greater One Way Apostolic      Loans 2005-2006            $10,000
Church
5840 East 16th Street
Indianapolis, IN 46218

Salem Insurance                Insurance                   $4,000
158 West Market Street
Nappanee, IN 46550

Zion Temple Apostolic Church   Loans 2005-2006             $3,000


CDC MORTGAGE: S&P Lowers Ratings on Five Loan Classes
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes from CDC Mortgage Capital Trust's series 2004-HE1 and
2004-HE3.  Concurrently, S&P affirmed the ratings on eight classes
from the same two transactions.
     
The downgrades are the result of adverse collateral performance.  
Overcollateralization is below its target of 5 basis points by 56%
for series 2004-HE1 and 44% for series 2004-HE3.  The high levels
of total and severe delinquencies in both transactions indicate
that losses will continue to outpace excess interest and further
erode the credit support in both transactions.    
     
The collateral consists of subprime fixed- and adjustable-rate
conventional, fully amortizing, and balloon mortgage loans secured
by first and second liens on one- to four-family residential
properties.
    
                       Ratings Lowered

                  CDC Mortgage Capital Trust

                                         Rating
                                         ------
           Series         Class      To          From
           ------         -----      --          ----
           2004-HE3       B-3        BB          BBB-
           2004-HE3       B-4        CCC         BB+
           2004-HE1       B-1        BBB         BBB+
           2004-HE1       B-2        B           BBB
           2004-HE1       B-3        CCC         BBB-

                        Ratings Affirmed

                   CDC Mortgage Capital Trust

              Series           Class        Rating
              ------           -----        ------
              2004-HE3         M-1          AA
              2004-HE3         M-2          A
              2004-HE3         M-3          A-
              2004-HE3         B-1          BBB+
              2004-HE3         B-2          BBB
              2004-HE1         M-1          AA
              2004-HE1         M-2          A
              2004-HE1         M-3          A


CHATHAM SQUARE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Chatham Square Apartments, LLC
        c/o Joseph A. Cattan, 1121 East 7th Street
        Brooklyn, NY 11230-4007

Bankruptcy Case No.: 07-45216

Type of Business: The Debtor operates an apartment complex.

Chapter 11 Petition Date: September 25, 2007

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Kevin J. Nash, Esq.
                  Finkel Goldstein Rosenbloom & Nash
                  26 Broadway, Suite 711
                  New York, NY 10004
                  Tel: (212) 344-2929
                  Fax : (212) 422-6836

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Natgasco                                     $32,549
532 Freeman Street
Orange, NJ 07050

Regional Sewer Service                       $24,357
P.O. Box 1105
Belmawr, NJ 08099-5105

Central Wholesalers Inc.                     $13,370
13401 Virginia Manor Road
Laurel, MD 20707

The Home Depot                                $5,843

Law Offices of Thomas F. Bullock              $3,660

True Cut Lawncare & Landscaping LLC           $3,631

Waste Management of New Jersey, Inc.          $3,454

Public Service Mutual Insurance Company       $2,520

PSE&G                                         $2,184

Zurich Deductible Recovery Group              $2,001

Gloucester Plumbing Supply                    $1,809

Roto-Rooter                                   $1,584

U.S. Supply                                     $975

Matter Brothers Electrical Contracting          $956

Madison Local Construction LLC                  $950

Anyzek Fuela                                    $878

Western Pest Services                           $845

LEW Corporation                                 $788

GFR Bathtub Refinishing                         $785

Day's Inn Brooklawn                             $777


CMP KC: S&P Withdraws Ratings at Company's Request
--------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
the 'CCC+' corporate credit rating, on CMP KC LLC at the company's
request.


COLONIAL PROPERTIES: Moody's Revises Outlook to Negative
--------------------------------------------------------
Moody's Investors Service affirmed the ratings of Colonial Realty
Limited Partnership (senior debt at Baa3) and revised the outlook
to negative, from stable.

"Colonial Properties' negative rating outlook reflects its
heightened, material development pipeline, growing joint venture
business, consistently high leverage and the expectation these
levels will remain constant," noted Karen Nickerson, Moody's
analyst.

In the past, Moody's had indicated that Colonial Properties had
little cushion in its Baa3 rating.  In specific, development over
20% of gross assets without a decrease in leverage would result in
negative rating pressure.  At 2Q07, Colonial Properties'
development pipeline represented 28% of gross assets, and its
effective leverage (debt plus preferred as a percentage of gross
assets) was 55%.  Moody's expects leverage to remain between 55%-
60% over the intermediate term, which pressures the REIT's
financial flexibility, when coupled with its large development
pipeline.  The Baa3 rating continues to reflect the REIT's large
unencumbered asset pool, its good asset quality, its solid
liquidity and a laddered debt maturity schedule.

Moody's stated that a return to a stable rating outlook would be
predicated upon a reduction in leverage closer to 50% should
development remain over 20% of gross assets, as well as fixed
charge coverage sustained above 2.0x.  A rating downgrade would
result should leverage be sustained over 55% given the size of
Colonial's existing development pipeline, or its joint venture
businesses grow beyond 25% of gross assets.

These ratings were affirmed with a negative outlook:

Colonial Properties Trust -- preferred stock at Ba1; senior
unsecured debt shelf at (P)Baa3, subordinated debt shelf at
(P)Ba1, and preferred shelf at (P)Ba1

Colonial Realty Limited Partnership -- senior unsecured debt at
Baa3, senior unsecured medium term notes at Baa3, senior unsecured
debt shelf at (P)Baa3, and subordinated debt shelf at (P)Ba1

Colonial Properties Trust [NYSE: CLP] is a REIT based in
Birmingham, Alabama, USA, that focuses on the multifamily property
sector, and owns and manages properties located in the Sunbelt
states.  At June 30, 2007, the REIT had $3.5 billion in book
assets and $1.5 billion in book equity.


COLUMBIA AIRCRAFT: Files for Chapter 11 Protection
--------------------------------------------------
Columbia Aircraft Manufacturing Corporation filed Monday a
voluntary petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code.  

The action, according to the company, has resulted from a series
of events dating back to 2006 that hampered the company's ability
to deliver aircraft and disrupted cash flow.

The events, the company says, include an unanticipated and
damaging delay in the certification program for the G1000 avionics
suite, a freak hail storm that damaged 67 aircraft awaiting
certification and finally the recent supply chain disruption for
essential avionics equipment.

                          DIP Financing

Concurrently, Columbia said it has received a $3 million interim
commitment for debtor-in-possession financing from certain of its
pre-petition lenders.

The company said it will be filing a motion with the Bankruptcy
Court seeking approval for this financing on an expedited basis.

Columbia Chief Restructuring Officer, Carl Young, emphasized that
the bankruptcy filing was required to enable the Company to
continue its normal operations and said "It is very gratifying
that our pre-petition lenders are willing to support the Company
during this difficult time.  We believe that, coupled to the other
strategic decision announced today, this infusion of liquidity
will allow Columbia to manage its present cash flow and
liabilities while pursuing a plan that enables us to continue
operating normally and maximize value for stakeholders, employees
and existing and future customers."

                           Asset Sale

Columbia has filed a motion with the Bankruptcy Court seeking
approval for a sale of substantially all of its assets to Cessna
Aircraft Company, manufacturer of general aviation airplanes, a
subsidiary of Textron Inc.(NYSE: TXT).

As part of that motion, Columbia is also asking the Bankruptcy
Court to establish bidding procedures that will enable other
interested bidders to submit offers and bid at an auction
currently scheduled to be held in November.

                         About Columbia

Headquartered in Bend, Oregon, Columbia Aircraft Manufacturing
Corporation manufactures a variety of all-composite aircraft,
including the Columbia 400 and employs approximately 440 people.


COLUMBIA AIRCRAFT: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Columbia Aircraft Manufacturing Corporation
        fdba The Lancair Company
        fdba Pacific Aviation Composites USA, LLC
        22550 Nelson Road
        Bend, OR 97701

Bankruptcy Case No.: 07-33850

Type of Business: The Debtor manufactures light, four-seater
                  aircraft.  See http://www.flycolumbia.com/

Chapter 11 Petition Date: September 24, 2007

Court: District of Oregon

Judge: Elizabeth L Perris

Debtor's Counsel: Albert N. Kennedy, Esq.
                  Tonkon Torp LLP
                  888 Southwest 5th Avenue, Suite 1600
                  Portland, OR 97204
                  Tel: (503) 802-2013
                  Fax: (503) 972-3713

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
U.S. Bank                        Revolving Credit      $25,769,112
c/o Bruce England                Notes and Credit
P.O. Box 790401                  Agreements, principal
St. Louis, MO 63179-0401         $11MM and $15MM, plus
                                 interest

Garmin International Inc.        Loan & Security       $21,855,375
c/o Kevin Rauckman               Agreement, $17MM         Secured:
1200 East 151st Street           and $7MM               $2,000,000
Olathe, KS 66062-3426                                 Senior Lien:
                                                        $2,000,000


Export-Import Bank of            Premium and Recourse   $6,183,516
Malaysia Berhad                  Agreement re $11MM
c/o Sharidah Hanafiah            term loan, and
P.O. Box 13028                   Facility Agreement re
Level 8, UBN Tower Suite 10      $30MM credit facility
Jalan P. Ramlee
50796 Kuala Lumpur
Malaysia

Gene Wolstenholme                Amended & Restated     $3,628,615
c/o  Robert Wolsterholme         Secured Promissory
3075 Advance Lane                Note for $5,426,181
Colmar, PA 18915-9420

Teledyne Cont. Motors Aircraft   Trade Debt             $1,555,934
c/o Bryan Byers
P.O. Box 90
Mobile, AL 36601-0090

Ball Janik LLP                   Professional Services    $396,292
c/o Lisa Umscheid
101 Southwest Main Suite 1100
Portland, OR 97204-3219

Kelly Aerospace Thermal Systems  Trade Debt               $315,624
c/o Robert Simmons
1625 Lost Nation Road
Willoughby, OH 44094-8189

Ryan International               Trade Debt               $195,068

Tensolite High-Performance       Trade Debt               $189,695
Cable

Automotive Paint Specialties     Trade Debt               $188,621

Composites Universal Group       Trade Debt               $132,874

Mandala Agency                   Trade Debt               $130,579

Snowline Manufacturing Inc.      Trade Debt               $125,862

Oregon Aero                      Trade Debt                $96,015

ISCO                             Trade Debt                $85,175

Newport Adhesives and            Trade Debt                $84,722
Composites
Hanard Machine Inc.              Trade Debt                $78,800

Aviation Specialties             Trade Debt                $76,760
Unlimited Inc.

Quadrant Precision               Trade Debt                $70,125
Manufacturing

Mid-Continent Instruments        Trade Debt                $69,885


COUNTRYWIDE FINANCIAL: Completes Loan Changes to Curb Foreclosures
------------------------------------------------------------------
Countrywide Financial Corporation has completed more than 17,000
loan modifications and is on target to complete nearly 25,000 in
2007, in its ongoing effort to curb foreclosures.  Countrywide is
working with borrowers who are experiencing financial challenges.

Utilizing various methods to help homeowners, including loan
modifications, repayment plans, postponement of payments and
refinancing, Countrywide has provided homeownership preservation
assistance on approximately 35,000 mortgages so far this year.  

Loan modifications involve changes in one or more of the loan
terms that bring a defaulted loan current and provide sustainable
affordability.
    
"Our number one priority is to help borrowers stay in their
homes," Steve Bailey, senior managing director of loan
administration, said.  "Countrywide has the right tools, processes
and staff to help homeowners avoid foreclosure."

A significant barrier to helping homeowners is getting them
connected with a Countrywide representative.  Countrywide
personnel engaged in telephone outreach contact with delinquent
borrowers are trained to assist customers in getting the help they
need. Twenty percent of borrowers never make contact with the
company during their foreclosure process.
    
In addition to direct outreach, Countrywide's efforts include
working with non-profit and community groups across the country to
create grassroots efforts to contact and counsel distressed
borrowers, particularly in communities that are experiencing
unusually high foreclosures.
    
"There is an unprecedented effort among lenders, investors,
community groups and the industry to work together to help
homeowners," Mr. Bailey said.  "No one benefits from foreclosure,
and counseling and intermediary support from these groups can be
fundamental to the success of our borrowers."
    
These efforts are part of Countrywide's comprehensive
homeownership preservation program, which consists of 2,700
highly-trained home retention specialists.  Countrywide reaches
out to distressed homeowners in their own communities by setting
up face-to-face meetings through various means; hosting seminars
around the country to help borrowers avoid foreclosure;
participating in foreclosure prevention workshops, teaching them
about possible foreclosure scams; and offering loan workouts on-
site.
    
            About Countrywide Financial Corporation
    
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.  "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.


DOWNSTREAM DEVELOPMENT: Moody's Rates $197 Mil. Senior Notes at B3
------------------------------------------------------------------
Moody's Investors Service assigned a B3 (LGD-4, 50%) rating to
Downstream Development Authority's proposed $197 million senior
notes due 2015.  The $197 million notes replace the previously
proposed $235 million senior notes due 2015 that were rated B3
(LGD-4, 58%) on July 13, 2007.  The rating on the $235 million
senior notes was withdrawn.  The company's B3 corporate family
rating, B3 probability of default rating and stable rating outlook
were affirmed.

Proceeds from the senior notes, along with $45 million furniture
and equipment financing and $51 million of new subordinated notes
(not rated) will be used to fund the design, development,
construction, and opening of the Downstream Casino Resort to be
located in northeast Oklahoma.  The casino will be owned and
operated by the Quapaw Tribe of Oklahoma.

The B3 corporate family rating reflects the small size and single
asset profile of the Authority, competition from neighboring
casinos in northeast Oklahoma, and the longer-term uncertainty
regarding the approval of gaming in Kansas.  Positive ratings
consideration is given to the established nature of the proposed
casino's primary and secondary market areas, the good risk/reward
profile of the development project, and the funded interest
reserve which will cover the first three interest payments, the
last of which is expected to be paid six months after the
scheduled completion date.  The stable outlook anticipates that
pro-forma leverage will be at or below 5.0 times once the casino
begins operating.

The Downstream Development Authority is a wholly-owned
unincorporated instrumentality of the Quapaw Tribe of Oklahoma, a
federally-recognized Indian tribe located in northeast Oklahoma.  
The Authority was formed in May 2007 to develop and operate the
Downstream Casino Resort.


DRINKS AMERICAS: Posts $1.6 Million Net Loss in Qtr. Ended July 31
------------------------------------------------------------------
Drinks Americas Holdings Ltd. reported last week results for the
first quarter ended July 31, 2007.

Net loss for the first fiscal quarter was $1.6 million, compared
with a net loss of $831,012 for the first quarter of fiscal 2007.

Revenue for the first quarter fiscal 2008 was $1.3 million,
compared with $336,305 for the first quarter of last year.  The
company attributed the increase in revenue to the ongoing
expansion of Trump Super Premium Vodka, sales increases of its
overall spirits and wine portfolio, and the expansion of its
distribution of Newman's Own Sparkling Fruit Juices nationally.

J. Patrick Kenny, president & chief executive officer of Drinks
Americas, stated, "We continue to build tremendous momentum in our
markets.  As a result, we continue to achieve year-over-year
record revenue as we drive the value of our premium icon-brands.
The launch of Trump Super Premium Vodka has been a dramatic
success, as has Newman's Sparkling Fruit Juices and Water as we
expand nationally.  Our results are beginning to reflect the
opportunity we now have to put the capital we raised earlier in
the year to work, fueling our growth.

"Equally important and growing are Drinks Americas' bourbon,
tequila, rum and wine business.  All of these products are in a
position, with both inventory and promotional support, to
contribute to our revenue growth over the coming quarters."

Mr. Kenny concluded, "Our entire portfolio of beverages, spirits,
wine and non-alcoholic offerings are all growing, as we are
managing our expenses and ensuring our margin requirements are met
while benefiting from our Iconic marketing model."

Mr. Kenny further added, "In our short history we have established
three national brands: Trump Super Premium Vodka, Old Whiskey
River Bourbon, and Newman's Own Sparkling Fruit Juices & Waters.
In this current quarter we are seeing an increase in orders for
our Tequila and Rum as well.  In the coming year we will continue
to scale up by beginning to execute our joint venture plans with
Universal Music Group's Interscope, Geffen A&M Records, and taking
advantage of the other resources and avenues available to us with
our Icon branding model to continue to grow and expand the
company."

At July 31, 2007, the company's consolidated balance sheet showed
$6.5 million in total assets, $4.8 million in total liabilities,
and $1.7 million in total stockholders' equity.

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?23b3

                    Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 13, 2007,
New York City-based Bernstein & Pinchuk LLP expressed substantial
doubt about Drinks Americas Holdings Ltd.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the years ended April 30, 2007, and 2006.  
The auditing firm pointed to the company's significant losses from
operations since its inception.

                   About Drinks Americas

Headquartered in Wilton, Conn., Drinks Americas Holdings Ltd. --
http://www.drinksamericas.com/-- develops, owns, markets, and  
nationally distributes alcoholic and non-alcoholic premium
beverages.  Drinks Americas was founded in 2004 by J. Patrick
Kenny.


EDDIE BAUER: Weak Results Cue Moody's to Downgrade Ratings to B3
----------------------------------------------------------------
Moody's Investors Service downgraded Eddie Bauer, Inc.'s corporate
family rating and senior secured term loan rating to B3. The
rating outlook remains negative.  The downgrade reflects the
company's weak results for the first six months of 2007 which have
caused the two credit metrics cited in Moody's press release of
March 20, 2007 to fall below a level that would prompt a
downgrade; these weakened credit metrics are likely to be
sustained over the next twelve months.  The downgrade also
reflects Moody's opinion that the company is at risk for a
possible covenant violation under its term loan agreement at the
end of the fourth quarter 2007, making it likely that the company
will require an amendment or waiver.

These ratings are downgraded:

    * Corporate Family Rating to B3 from B2;

    * Probability of Default Rating to B3 from B2;

    * $225 million senior secured term loan to B3 (LGD4; 53%) from
      B2 (LGD4; 54%).

The B3 corporate family rating balances the company's very weak
credit metrics and its current trend of negative EBIT against the
sufficient liquidity as provided by the company's $150 million
asset based revolving credit facility, which gives the company
time to address its current performance issues.  However, although
the $150 million asset based revolving credit facility only tests
its one financial covenant when availability falls below 10% of
the maximum revolver availability, it does contain cross default
provision to the $225 million term loan.  Moody's believes that
based upon the current earnings trend that the company is at risk
for a possible covenant violation under its term loan agreement at
the end of the fourth quarter 2007.  In addition, the corporate
family rating reflects the company's history of merchandise
missteps for the Eddie Bauer brand, its high seasonality with most
of its revenue and cash flow from operations being generated
during the fourth quarter, and the high fashion risk associated
with specialty apparel.  Balancing out these weaknesses is the
company's well-recognized brand name, its multi-channel
distribution and national diversification, and its modest scale
with approximately $1.0 billion in annual revenues

The negative rating outlook is reflects Moody's expectation that
credit metrics will remain very weak over the next twelve to
eighteen months as the company is going through a transitional
period during a weak apparel cycle and as such there is a high
risk that management might not be able to improve Eddie Bauer's
operating performance.  The negative rating outlook also reflects
the risk that the company could potentially violate its fourth
quarter financial covenants contained in its term loan agreement.

Eddie Bauer Holdings, Inc. is a holding company whose principal
operating subsidiary is Eddie Bauer, Inc. Eddie Bauer, Inc. with
headquarters in Bellevue, Washington, is a multi-channel specialty
retailer that sells casual apparel and accessories.  The company
offers its products through its 257 retail and 120 outlet stores
in the U.S. and Canada along with its catalogs and e-commerce
sites.  In addition, the company participates in joint venture
partnerships in Japan and Germany and has licensing agreements
across a variety of product categories.  Eddie Bauer, Inc. had
revenues of approximately $1.0 billion for the year ended Dec. 30,
2006.


ENBRIDGE ENERGY: S&P Rates $400 Mil. Jr. Subordinated Notes at BB+
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue credit
rating to Enbridge Energy Partners LP's $400 million junior
subordinated notes due 2037.  Standard & Poor's also affirmed the
company's corporate credit rating of 'BBB'.  The proceeds of the
offering will be used to fund a sizable capital expenditure
program related to the expansion of crude pipeline transportation
capacity on EEP's Lakehead system and the expansion of the
company's East Texas natural gas transportation and gas gathering
operations.  EEP transports liquid petroleum products and natural
gas, and owns natural gas gathering, treatment, and processing
operations.  The outlook is stable.
     
As of June 30, 2007, Houston, Texas-based EEP had $2.18 billion in
debt.
     
The ratings on master limited partnership EEP and its operating
limited partnership, Enbridge Energy L.P., reflect a satisfactory
business profile that exhibits an average amount of risk among MLP
peers.  This status, combined with a consolidated financial
profile that has struggled to keep pace with increasing business
risk, has resulted in the weakening of the partnerships' credit
profile.
     
The outlook on EEP is stable.  The stable outlook is based on the
expectation for growing liquids volumes and growth in fee and
demand charge-based transportation contracts expected to mitigate
EEP's expansion into less stable natural gas gathering and
processing businesses.
      
"Ratings could be lowered or the outlook revised to negative, if
construction projects are delayed and prolong the onset of
incremental cash flows that will be required to support longer-
term credit quality," noted Standard & Poor's credit analyst
Michael Messer.  As with any MLP, poor discipline in its
acquisition activities or failure to support new acquisitions with
an appropriate equity amount could hurt credit quality.
      
"Upward ratings momentum is unlikely, as long as stand-alone
financial performance lags the ratings targets and the company
continues its emphasis on growth," he continued.


EVRAZ OREGON: Postponed Refinancing Cues S&P to Withdraw Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'B+' corporate credit rating and 'BB-' senior secured debt
rating, on Evraz Oregon Steel Mills Inc.
     
"The ratings withdrawal reflects the postponement of the planned
refinancing due to market conditions," said Standard & Poor's
credit analyst Marie Shmaruk.


FAIRPOINT COMMS: PAETEC Supports Verizon Wireline Operations Buy
----------------------------------------------------------------
PAETEC has supported the approval of the proposed acquisition by
FairPoint Communications Inc. of Verizon's wireline operations in
Maine, New Hampshire and Vermont.  PAETEC is a provider of a
comprehensive suite of IP, voice, data and Internet services, well
as enterprise communications management software, network security
solutions, CPE and managed services.
    
PAETEC had petitioned the New Hampshire Public Utilities
Commission to intervene in FairPoint and Verizon's joint
application seeking approval of the merger between FairPoint and
Verizon's operations in Maine, New Hampshire and Vermont.  
However, PAETEC has now withdrawn as an intervenor
and supports approval of the merger transaction.
    
PAETEC has stated that:

   -- FairPoint has cooperated with PAETEC in resolving the
      parties' differences;

   -- PAETEC is satisfied that FairPoint will provide it with
      wholesale services in New Hampshire on at least as
      favorable terms to PAETEC as Verizon has been providing
      prior to the merger; and

   -- PAETEC supports approval of the merger by the New
      Hampshire Public Utilities Commission.

Further, in stating that its participation in this proceeding is
no longer necessary, it requested that all prefiled testimony in
New Hampshire be withdrawn.
    
"PAETEC joins a growing list of telecommunications companies that
have expressed their support for the acquisition and we will
continue to seek settlements with other intervenors," Gene
Johnson, chairman and CEO of FairPoint, said.  "We remain
confident that we will receive all necessary approvals for the
transaction."
    
In January FairPoint submitted its applications for approval of
the acquisition of Verizon's wireline operations in Maine, New
Hampshire and Vermont.  The petitions are being reviewed by the
Public Utilities Commissions of Maine and New Hampshire, and the
Public Service Board of Vermont, well as by the Federal
Communications Commission.
    
              About FairPoint Communications Inc.
    
Based in Charlotte, North Carolina, FairPoint Communications Inc.
(NYSE: FRP) -- http://www.fairpoint.com/-- offers an array of  
services to residential and business customers including: local
voice, long distance and data products.  The company operates in
18 states with 311,150 access line equivalents, including voice
access lines and high speed data lines, which include digital
subscriber lines (wireless broadband and cable modem in service as
of Dec. 31, 2006).   

                          *     *     *

Moody's Investor Services assigned B1 on FairPoint Communications
Inc.'s probability of default and long term corporate family
ratings on January 2005.  The outlook is stable.  The ratings hold
to date.


FAIRPOINT COMMS: Gets Approval on Verizon Wireline Operations Buy
-----------------------------------------------------------------
FairPoint Communications Inc. has received approval from the
Virginia State Corporation Commission and the Illinois Commerce
Commission for its proposed acquisition of Verizon's wireline
operations in Maine, New Hampshire and Vermont.  

The commissions were required to review the proposed transaction
due to FairPoint's presence as a telephone and broadband provider
in both states.
    
In its approval, the Virginia commission noted that the
transaction would neither impair nor jeopardize the provision of
adequate service to the Virginia public at just and reasonable
rates.
    
The approval from the Illinois Commerce Commission also found that
the transaction would not diminish the ability of FairPoint's
existing Illinois operations to provide adequate, reliable,
efficient, safe and least-cost public utility service.
    
"We are extremely gratified to learn that both states approved the
consummation of our transaction with Verizon," Gene Johnson,
chairman and CEO of FairPoint, said.  "We continue to believe that
a larger organization, with improved economies of scale, will
benefit all of our customers and specifically those in northern
New England."
    
In January FairPoint submitted its applications for approval of
the acquisition of Verizon's wireline operations in Maine, New
Hampshire and Vermont.  The petitions are being reviewed by the
Public Utilities Commissions of Maine and New Hampshire, and the
Public Service Board of Vermont, well as by the Federal
Communications Commission.

              About FairPoint Communications Inc.

Based in Charlotte, North Carolina, FairPoint Communications Inc.
(NYSE: FRP) -- http://www.fairpoint.com/-- offers an array of  
services to residential and business customers including: local
voice, long distance and data products.  The company operates in
18 states with 311,150 access line equivalents, including voice
access lines and high speed data lines, which include digital
subscriber lines (wireless broadband and cable modem in service as
of Dec. 31, 2006).   

                          *     *     *

Moody's Investor Services assigned B1 on FairPoint Communications
Inc.'s probability of default and long term corporate family
ratings on January 2005.  The outlook is stable.  The ratings hold
to date.


FIDELITY NATIONAL: Completes Property Insight Sale to Affiliate
---------------------------------------------------------------
Fidelity National Information Services Inc. disclosed Friday that
it has completed the sale of its Property Insight business to its
sister company, Fidelity National Financial Inc.  The sale was
effective Aug. 31, 2007.

FIS received about $95 million in cash from the sale transaction,
a Business Journal report says.

In its Web site, FIS disclosed that the transaction is expected to
reduce FIS' third quarter 2007 earnings by about $0.01 per share
and fourth quarter 2007 earnings by about $0.02 per share,
exclusive of a gain on the sale.  

FIS further said that Property Insight contributed about $0.09 to
the company's earnings per share for full year 2006.

                About Fidelity National Financial

Jacksonville-based Fidelity National Financial Inc. (NYSE: FNF),
-- http://www.fntg.com/-- formerly Fidelity National Title Group,  
Inc., through its subsidiaries, provides title insurance,
specialty insurance and claims management services.  The company
also provides flood insurance, personal lines insurance and home
warranty insurance through its specialty insurance subsidiaries.  
In addition, FNF is a provider of outsourced claims management
services to corporate and public sector entities through its
minority-owned subsidiary, Sedgwick CMS Holdings, Inc.  FNF has
two business segments, Fidelity National Title Group and Specialty
Insurance.

               About Fidelity National Information

Based in Jacksonville, Florida, Fidelity National Information
Services, Inc. -- http://www.fidelityinfoservices.com/-- provides   
core processing for financial institutions; card issuer and
transaction processing services; mortgage loan processing and
mortgage related information products; and outsourcing services to
financial institutions, retailers, mortgage lenders and real
estate professionals.  FIS has processing and technology
relationships with 35 of the top 50 global banks, including nine
of the top ten.  Nearly 50% of all US residential mortgages are
processed using FIS software.  FIS maintains a strong global
presence, serving over 7,800 financial institutions in more than
60 countries worldwide, including Brazil.


FIDELITY NATIONAL: Moody's Confirms Ba1 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service has confirmed the Ba1 corporate family
rating for Fidelity National Information Services, concluding a
review for possible downgrade initiated in June 2007.

At the same time, Moody's has assigned a Ba1 rating to the
company's $900 million first lien senior secured revolving credit
facility, $2.1 billion first lien senior secured term loan A, and
$1.6 billion first lien senior secured term loan B.

In addition, Moody's upgraded Fidelity's notes rating (Certegy
notes due September 2008) to Ba1 from Ba2 as the notes will become
equally and ratably secured upon issuance of the $1.6 billion term
loan.

Concurrently, Moody's downgraded the company's speculative grade
liquidity rating to SGL-2 from SGL-1, due to reduced free cash
flow as a result of the additional debt associated with the
current transaction.  Nevertheless, Moody's believes FIS maintains
sufficient liquidity overall.

The rating outlook is stable.

The $1.6 billion first lien senior secured term loan funded FIS'
acquisition of EFD/eFunds Corporation, a leading provider of
electronic funds transfer and prepaid card processing services, an
all-cash transaction valued at approximately $1.8 billion.  The
transaction closed on September 12, 2007.  "The eFunds acquisition
provides FIS with service line diversity, expanding its electronic
funds transfer and risk management businesses", according to John
Moore, Vice President/Senior Analyst at Moody's Investors Service.

FIS' Ba1 corporate family rating reflects the company's leading
market position within the bank and mortgage transaction
processing services markets it serves, its diversity of financial
institution clients, and its substantial size in terms of pretax
income compared to similarly rated peers.  At the same time, the
rating is constrained by the company's weak leverage and coverage
metrics, pro forma for the transaction, and propensity to grow
through acquisitions.  Pro forma for the transaction, the
company's ratio of debt to EBITDA approximates over 3.0x while
EBITDA less capital expenditures interest coverage approximates
3.0x.

The $900 million revolver, $2.1 billion term loan A and
$1.6 billion term loan B are secured on a first lien basis by
substantially all stock and assets of the company and its
subsidiaries.  Upon the issuance of the $1.6 billion secured term
loan B, the company's existing 4.75% Certegy notes due September
2008 will remain outstanding and will become equally and ratably
secured.  The ratings for the secured credit facility and the
secured Certegy notes reflect both the overall probability of
default of the company, to which Moody's assigns a probability of
default rating of Ba1 and a loss given default of LGD 3.

The stable rating outlook reflects the company's steady organic
growth in its banking and mortgage processing markets.

Ratings assigned:

    * $900 million First Lien Senior Secured Revolving Credit
      Facility assigned at Ba1 (LGD 3, 48%)

    * $2.1 billion First Lien Senior Secured Term Loan A assigned
      at Ba1 (LGD 3, 48%)

    * $1.6 billion First Lien Senior Secured Term Loan B assigned
      at Ba1 (LGD 3, 48%)

Rating upgraded:

    * $200 million 4.75% (Certegy) notes due September 2008
      upgraded to Ba1 (LGD 3, 48%) from Ba2 (LGD6, 95%)

Rating confirmed:

    * Corporate Family Rating confirmed at Ba1
    * Probability of Default Rating confirmed at Ba1

Headquartered in Jacksonville, Florida, Fidelity National
Information Services, Inc. provides card issuing, core bank
processing, and mortgage loan processing services to financial
institutions.


FIREPOND INC: Causey Demgen Raises Going Concern Doubt
------------------------------------------------------
Causey Demgen & Moore, Inc. in Denver, Colorado, expressed
substantial doubt about Firepond, 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 has suffered significant losses from
operations.

The company posted a $23,270,137 net loss on $4,624,763 of total
revenues for the year ended June 30, 2007, as compared with a
$4,783,181 net loss on $3,761,594 of total revenues in the prior
year.  The company also posted an operating loss of $5,818,162 at
June 30, 2007, compared with a $1,454,960 operating loss in the
prior year.

At June 30, 2007, the company's balance sheet showed $8,719,883 in
total assets and $5,871,161 in total liabilities, resulting a
$2,848,722 stockholders' equity.  The company had a working
capital deficit of $1,700,000 at June 30, 2007, compared with a
working capital deficit of $6,100,000 at June 30, 2006.

The company had cash of about $700,000 and restricted cash of
about $1,200,000 as of June 30, 2007.  The company's cash flow
from operating activities may be insufficient to meet its
operating needs and other payment obligations.  In the next 12
months at least one of the company's debt facilities will mature,
and it has no current commitment to refinance that facility or
free cash to repay that debt upon maturity.

A full-text copy of the company's 2006 annual report is available
for free at http://ResearchArchives.com/t/s?23a1                    

                          About Firepond

Firepond Inc. -- http://www.firepond.com/company/-- provides  
multi-tenant, on-demand software that automates and simplifies the
process companies use to sell complex products and services.  Its
Configure, Price, Quote, or CPQ, software-as-a-service automates
sales processes, improves order accuracy, and accelerates sales
cycles.  The company designed its CPQ product to be a low-cost
Internet-based software application delivered on a subscription
basis.


FIRST DATA: Kohlberg Kravis Completes $29 Billion Acquisition
-------------------------------------------------------------
First Data Corporation disclosed the completion of its acquisition
by affiliates of Kohlberg Kravis Roberts & Co.  Under the terms of
the merger agreement, the company's stockholders will receive $34
per share in cash.  Shareholders approved the transaction at a
special meeting on July 31, 2007.

As reported in the Troubled Company Reporter on April 4, 2007,
First Data entered into $29 billion buyout agreement with KKR,
which was unanimously approved by the First Data Board of
Directors based upon the recommendation of the Strategic Review
Committee comprised of three independent directors.  

First Data stock ceased to trade on the New York Stock Exchange
(NYSE) at market close of Sept. 24, 2007.  Under private
ownership, First Data's common stock will no longer be listed on
the NYSE.

With the transaction completed, Michael D. Capellas becomes First
Data's new chairman and CEO, replacing Ric Duques.  Mr. Duques has
served as chairman and CEO since November 2005, and previously
served as chairman from 1992 to 2003 and CEO from 1987 to 2003.  
Mr. Capellas was previously CEO of MCI, President of Hewlett-
Packard Company and Chairman and CEO of Compaq Computer
Corporation.

                    New Management Team

The company also disclosed that all of its operations in the U.S.
will be led by Edward Labry and that it will combine the company's
Commercial Services and Financial Institution Services segments.  
Mr. Labry has been serving as president of the company's
Commercial Services division.

First Data's international operations will be led by David Yates
and will continue to be organized regionally with a focus on
selling the company's suite of payments services to merchant and
financial institution clients outside of the United States.  Mr.
Yates has been serving as president of the company's Europe,
Middle East and Africa region.

To further strengthen and support the senior management team, Tom
Bell has joined the company as Executive Vice President and Chief
Strategy Officer.  Mr. Bell will assume primary responsibility for
corporate strategy and the company's high growth areas for
innovation.  Mr. Bell joins First Data after 25 years at Accenture
where he served as Managing Director in the Communications & High
Tech practice.

Grace Chen Trent also has joined First Data as Executive Vice
President for Marketing and Communications.  Ms. Trent will assume
responsibility for the company's integrated marketing, brand and
communication programs worldwide.  Ms. Trent was most recently
Senior Vice President of Communications for MCI.

First Data executive officers that will continue in their current
roles are:

   -- Peter Boucher, Executive Vice President, Human Resources;

   -- David Dibble, Executive Vice President, Chief Technology
      Officer;

   -- Dave Money, Executive Vice President, General Counsel;
      and

   -- Kim Patmore, Executive Vice President, Chief Financial
      Officer.

"First Data begins a new era as a private company," Mr. Capellas
said.  "The strength and experience of this new management team
combined with our leading market position will serve as a critical
foundation for what will be the next generation of First Data.  
Our new simplified company structure will allow us to be more
customer-focused, more innovative and faster to market with new
products.  Our goal is to transform from being the largest
payments processor to a leading-edge technology services provider
in the expanding world of electronic and mobile commerce."

"First Data is very fortunate to have a solid foundation of strong
financial performance, a market leading position and a long list
of great clients around the world," KKR Member Scott Nuttall
added.  "We look forward to supporting Michael and the rest of the
management team in the years ahead to extend that leadership
position and capitalize on the worldwide trend toward electronic
payments."

"After 18 years with the company, I am stepping down knowing that
First Data's future is in extremely capable hands," Mr. Duques
said.  "Our new CEO, Michael Capellas, together with the support
of KKR, will build upon our existing strengths to deliver the
advanced services our clients will require in the years ahead."

"Ric Duques has served as the essential architect behind First
Data's emergence as the world's leading payments processor for two
decades," Mr. Capellas continued.  "On behalf of everyone at First
Data, I want to thank him for his tremendous leadership and we
wish him the very best in his retirement."

                       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.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 19, 2007,
Moody's Investors Service assigned to First Data Corporation a B2
Corporate Family Rating and Ba3 rating to senior secured credit
facilities related to its acquisition by Kohlberg, Kravis, Roberts
& Co.  The rating outlook for the new ratings is stable.

Standard & Poor's Ratings Services lowered its corporate credit
rating on Greenwood Village, Colorado-based First Data Corp. to
'B+' from 'BB+' and removed the rating from CreditWatch, where it
was placed on April 2, 2007, with negative implications.  The
outlook is negative.

Upon conclusion of its review of First Data Corp.'s new capital
structure for the expected close of its leveraged buy-out
transaction with Kohlberg Kravis Roberts & Co.'s, Fitch Ratings
has taken these rating actions on FDC: Long-term Issuer Default
Rating downgraded to 'B+' from 'BBB' and removed from Rating Watch
Negative; $2 billion senior secured revolving credit facility due
2013 rated 'BB/RR2'; and $13 billion senior secured term loan B
due 2014 rated 'BB/RR2'.  The Rating Outlook is Stable.


FORD MOTOR: Changan Ford Launches $510 Mil. Manufacturing Plant
---------------------------------------------------------------
Ford Motor Company's China joint venture, Changan Ford Mazda
Automobile, officially launched operations at its new state-of-
the-art manufacturing facility in Nanjing, China, where it will
produce the latest small-car models for both the Ford and Mazda
brands.  The $510 million flexible and scalable facility has an
initial capacity of 160,000 vehicles per year, boosting Ford's
total annual passenger car capacity in China to more than 410,000
vehicles.

During a formal ceremony in Nanjing, Ford Motor Company president
& CEO, Alan Mulally, Mazda president & CEO, Hisakazu Imaki and
China South Industry Group president Xu Bin joined local Chinese
government officials to inaugurate the new plant, and review its
highly flexible and automated facilities, and advanced
environmentally-friendly processes.

"Integrating, leveraging and growing Ford worldwide is one of our
top priorities, and our China strategy is certainly a key
component to making this happen.  This new state-of-the-art
facility will significantly increase our capacity in China, and
allow us to continue our rapid growth in the market," explained
Mulally.

"Working together with our JV partners at Changan Ford Mazda
Automobile and Changan Ford Mazda Engine, we'll continue to build
and introduce the types of vehicle that Chinese customers really
want, and are demanding," Mr. Mulally added.

CFMA is well known in China for its high quality cars, and after
several years of considerable expansion, made its way into China's
top 10 passenger-car makers in April.  Ford has been one of the
fastest growing brands in China, recording a whopping 87% increase
in sales between 2005 and 2006, and a further 29% increase through
the first eight months of this year, with total retail sales of
114,702 vehicles.

With the inauguration of the Nanjing plant, CFMA will be able to
offer a more diversified range of products for different market
segments, including small cars, mid-sized and full-sized sedans.
CFMA's first vehicle assembly plant in Chongqing currently
produces the Ford Focus, Ford Mondeo, Ford S-MAX, Volvo S40 and
Mazda3, and has an annual capacity of 250,000 vehicles.

                   Automated Production Lines

The new Nanjing plant utilizes the latest auto manufacturing
technologies and automation equipment.  A maximum of eight models
with different chassis can be simultaneously produced on the
plant's advanced and highly flexible production lines, maximizing
production speed and efficiency1.

All 45 critical components are manufactured in-house, ensuring
high-quality and precision measurements of the car body.  The
plant also utilizes the most advanced torque monitoring and
logistics delivery systems currently available in China, making it
one of the country's most modern auto manufacturing facilities.

"The new Nanjing facility employs the latest automated
technologies to ensure quality, efficiency and environmental
protection, demonstrating our commitment to the further
development of world-class operations in China," Mei-Wei Cheng,
chairman and CEO of Ford China Ltd, said.

An advanced 3C1B (3-coat, 1-bake) environmentally-friendly paint
process will also be used for the first time in China, which is
compliant with European standards and provides a 15 percent
reduction in CO2 emissions and 44% reduction in particulate
emissions.

The process, which can reduce equipment and production cost, is
currently the most environmentally-friendly surface-paint coating
technique employed in China.  It uses internationally advanced
processes known as electrophoresis groove and reverse-flow water
circulation methods, which can eliminate close to 100% of the
particles.

                    About Ford Motor China

Ford's wholly owned subsidiaries and JVs in China include Ford
Motor (China) Limited, Ford Motor Research & Engineering (Nanjing)
Co., Ltd., Ford Automotive Finance (China) Ltd., Changan Ford
Mazda Automotive Co., Ltd., Changan Ford Mazda Automotive Co.,
Ltd., Nanjing Company, Changan Ford Mazda Engine Co., Ltd., and
Jiangling Motors Co., Ltd.

Ford Motor has introduced a number of models to the Chinese
market, including Ford Mondeo, Ford Focus, Ford S-MAX, Ford
Transit, Volvo S40, Mazda3, as well as several imported models
from Jaguar, Land Rover, Lincoln and Volvo, and service brand,
Ford Service.

Ford Motor China is actively involved in various programs to
support the environment, road safety, health and education. Since
2000, it has organized the Ford Motor Conservation and
Environmental Grants, which to date has sponsored 113
groups/individuals with more than 20 million yuan to assist
environmental protection efforts in the country.

                      About Ford Motor Co.

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

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

                          *     *     *

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

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

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

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


GENERAL MOTORS: Inks $800 Million China Export Deal
---------------------------------------------------
General Motors Corp. and its Shanghai General Motors joint venture
signed a multi-year agreement worth more than $800 million to
export U.S.-built Buick Enclave premium crossover sport utility
vehicles along with other vehicles and components to China
beginning in 2008.

The agreement was signed in the presence of China's Assistant Vice
Minister of Commerce Chen Jian, Chinese Embassy officials, U.S.
Assistant Secretary of Commerce Israel Hernandez, GM Vice
President of Global Sales, Service and Marketing Operations John
Middlebrook, and Shanghai GM Executive Vice President Robert
Socia.

The all-new Buick Enclave is built at GM's Lansing Delta Township
assembly plant in Lansing, Michigan.  Enclave is one of GM's most
sought-after vehicles in North America because of its stylish,
modern design and high level of standard features.  Introduced
earlier this year, the Enclave has received enthusiastic reviews
and has helped lead General Motors' recent sales increase in its
home market.

According to Shanghai GM President Ding Lei, "Shanghai GM has
become a leader in the production and sale of passenger cars in
China, driven largely by the success of the Buick brand.  These
new Buick premium sport utility vehicles will strengthen our
lineup and enable us to continue to meet the changing needs of our
growing base of customers."

The Buick agreement is the second of two China export agreements
signed by GM this year.

As reported in the Troubled Company Reporter on May 18, 2007, GM
signed a deal to export $700 million worth of Cadillacs and
automotive components to China from the United States.  GM's China
operations have already imported about $3.5 billion worth of
vehicles, components, equipment, and machinery from North America
over the past 10 years.

"We appreciate the support that we received from the Chinese and
U.S. governments for this program, which will benefit both
countries," GM China Group President and Managing Director Kevin
Wale said.  "It will take the value of GM sourcing contracts from
the United States for the China market to more than $1.5 billion
this year."

"The efforts of General Motors and its Chinese partner, Shanghai
Automotive Industry Corp. Group, to promote healthy and stable
Sino-U.S. trade relations is very much appreciated," Assistant
Vice Minister of Commerce Chen Jian added.  "The Chinese
government will continue to work with the U.S. government and
enterprises to create a better market environment, ensure a smooth
channel for U.S. companies' business development and actively
promote American exports to China for more balanced trade."

Enclave will be imported by Shanghai GM and sold through its
network of nearly 400 Buick dealerships across China.  The new
model will complement the rest of Shanghai GM's popular Buick
lineup, which includes the Park Avenue and LaCrosse premium
sedans, Regal upper-medium sedan, Excelle family, and GL8 and
FirstLand executive wagons.

GM operates seven joint ventures and two wholly owned foreign
enterprises and has more than 20,000 employees in China.  GM,
along with its joint ventures, offers the broadest lineup of
vehicles and brands among automakers in China.  Products are sold
under the Buick, Cadillac, Chevrolet, Opel, Saab and Wuling
nameplates.  In 2006, sales of vehicles by GM and its joint
ventures rose 31.8% on an annual basis to a record 876,747 units.

                      About General Motors

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


GENERAL MOTORS: U.S. Strike May Speed Talks, UAW Leader Says
------------------------------------------------------------
United Auto Workers president Ron Gettelfinger said that the UAW
union strike, which began 11 a.m. Monday, is likely to hasten
labor contract negotiations with General Motors Corp., various
sources report.

Citing people familiar with the talks, the Associated Press
relates that one of the issues tackled during the second day of
the labor discussions is GM's request for UAW to takeover the
retiree healthcare costs.  In return, the UAW wants GM to promise
future investments and products in U.S. plants.

As reported in yesterday's Troubled Company Reporter, UAW
President Ron Gettelfinger said that UAW members rallied over job
security, economic issues, benefits for active workers and winning
investment in future products.

GM had disclosed that it was disappointed in the union's decision
to call a national strike, insisting that bargaining involves
complex, difficult issues that affect the job security of its U.S.
work force and the long-term viability of the company.

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

                         *     *     *

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

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


GENERAL MOTORS: US Strikes Spur Canada Plant Closures
-----------------------------------------------------
General Motors Corp. shut down its Car Plant 1 in Oshawa, Ontario,
at 3 a.m. yesterday, Reuters reports citing a statement from GM
Canada public relations director Stew Low.  The plant employed
3,000 workers.

According to Mr. Low, the Reuters adds, the company's Car Plant 2,
also located in Oshawa, was up for review by the end of Tuesday's
day shift.  Car Plant 2 employs 2,500 workers.

Car Plant 1 builds the Chevrolet Impala and Monte Carlo while Car
Plant 2 builds the Pontiac Grand Prix and the Buick Allure.  Both
plants, like all GM Canada plants, is integrated with the
automakers U.S. operations and is dependent on them for some
parts, Reuters relates.

GM's Windsor, Ontario-based transmission plant closed on Monday
affecting 1,400 staff.

The closures were a result of a strike by the United Auto Workers
union that began at 11 a.m. Monday.

Reuters further reports that the company plans to asses remaining
plants in Canada on a day-to-day basis.  Aside from the three
plants, GM Canada also has:

    * a truck plant also in Oshawa;

    * an engine and components plant in St. Catharines, Ontario;

    * a parts and distribution plant in Woodstock, Ontario; and

    * a joint venture with Suzuki Motor Corp at Ingersoll,
      Ontario.

             Canada Auto Workers Union's Statement

Canada Auto Workers President Buzz Hargrove said in a statement
Monday that GM workers in Canada will be almost immediately
affected by the strike by UAW members against General Motors in
the United States.

Hargrove said that between 80,000 to 100,000 Canadian workers at
General Motors, independent parts suppliers, and service companies
will be impacted if the strike lasts until the end of this week.

According to Mr. Hargrove, the UAW negotiators have worked
extremely hard trying to reach agreement with General Motors,
including the UAW's move to extend bargaining almost 10 days.  "GM
appears intent on making workers and their communities pay for the
problems caused by unfair trade and the flood of imports," said
Mr. Hargrove.

Next year in Canada in bargaining with GM it will probably be the
same approach with the CAW, Mr. Hargrove further said.

Hargrove said it's unfortunate the UAW was forced to go on strike
in the U.S. and stressed that the two unions are not in
competition.  "In Canada, we share the same troubles as in the
U.S. – unfair trade and the loss of market share to producers in
Japan, Korea and the European Union," said Mr. Hargrove.  "Here
this combines with high Canadian dollar and the Conservative
government's refusal to deal with it appropriately."

He also indicated that CAW workers will not be handling parts from
U.S. GM plants now out on strike.

                      About General Motors

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


GENERAL MOTORS: UAW's Strike Prompts Fitch's Negative Watch
-----------------------------------------------------------
Following the decision of the United Auto Workers union to go out
on strike against General Motors Corp., Fitch Ratings has placed
the Issuer Default Ratings and securities ratings of these
companies on Rating Watch Negative:

General Motors Corp.

  -- IDR 'B';
  -- Senior secured 'BB/RR1';
  -- Senior unsecured 'B-/RR5'.

American Axle & Manufacturing, Inc.

  -- IDR 'BB';
  -- Senior unsecured bank facility 'BB';
  -- Senior unsecured 'BB'.

American Axle Manufacturing Holdings Inc.

  -- IDR 'BB'.

ArvinMeritor Inc.

  -- IDR 'BB';
  -- Senior secured 'BB+';
  -- Senior unsecured 'BB-'.

Tenneco, Inc.

  -- IDR 'BB-';
  -- Senior secured bank facility 'BB+';
  -- Senior secured notes 'BB';
  -- Subordinated 'B'.

Hayes-Lemmerz International, Inc.

  -- IDR 'B'.

Hayes Lemmerz Finance - Luxembourg S.A

  -- IDR 'B'.
  -- Senior secured 'BB/RR1';
  -- Senior unsecured 'B-/RR5'.

HLI Operating Company, Inc.

  -- IDR 'B'.

The UAW strike has the potential for far-reaching, crippling
repercussions throughout the industry.  Although the strike is
expected to be short-lived, due to the potentially devastating
consequences to both sides, the onset of a strike could limit the
ability of both parties to control the subsequent chain of events.

Negative cash flow at GM will accelerate, due to operating losses
and working capital reductions.  The costs of a strike would also
have consequences on GM's restructuring program, extending the
timetable and impairing financial resources available, which is
occurring during an uncertain economic environment for industry
sales.  A reduction in cash holdings could also jeopardize the
ability of GM to finance any VEBA agreement.  

Fitch estimates that a VEBA agreement would be in the range of
$30-35 billion, and that GM is unlikely to fund the VEBA entirely
in cash, as remaining liquidity would fall to uncomfortable levels
given economic uncertainties, restructuring costs, and working
capital requirements.  The issue of job security is not easily
resolvable, given the high priority placed on the issue by the UAW
and GM.  The flexibility to reduce production and costs in the
event of an economic downturn or weak product performance will be
critical to GM's ability to weather such events.  Fitch forecasts
that further restructuring actions will be necessary to achieve
viable long-term margins.  In the event that GM and the UAW reach
an agreement following a strike, ratification will be the next
hurdle.

The financial and operating stresses of suppliers would be
exacerbated in the event of a strike, although liquidity among
tier-one suppliers remains adequate in the short term.  Second-
tier and third-tier suppliers are expected to face more difficult
challenges, with lower levels of liquidity and less access to
capital.  Financial distress at this level could quickly spill
over to first-tier suppliers and GM, challenging any assumptions
that a production re-start can be accomplished smoothly and
quickly.  The suppliers placed on Rating Watch Negative contain
varying combinations of exposure to GM North America and limited
or negative free cash flow over the short term.  In the event that
the strike is settled within a short time frame, each of the
suppliers on Rating Watch Negative is expected to return to their
previously existing rating and outlook.  

Fitch anticipates that if the strike extends beyond a very short
term, further rating actions would follow, and the ratings and
outlook of other OEMs and suppliers could be reviewed.


GENERAL MOTORS: Moody's Maintains Ratings after UAW Strike
----------------------------------------------------------
Moody's Investors Service is maintaining its current ratings of
General Motors Corporation - B3 Corporate Family, Caa1 senior
unsecured and Ba3 senior secured, and Negative Outlook following
the announcement of a strike against the company by the United
Auto Workers Union.

Moody's believes that GM should, within the context of the current
ratings, be able to adequately fund the cash requirements
associated with a US work stoppage approximating 30 days.

The company's ability to cover these cash requirements should be
supported by its favorable liquidity profile including cash and
short-term VEBA balances of approximately $33 billion, its
$9 billion in unused committed credit facilities, and its ability
to implement various cash-preserving operating initiatives.

Despite the maintenance of GM's current ratings, the outlook
remains negative.  Moreover, Moody's said that the ratings could
be placed under review for possible downgrade should circumstances
indicate that negotiations are not progressing toward a
constructive resolution or that the strike might extend beyond 30
days.

General Motors Corporation, headquartered in Detroit, is the
world's largest automaker, based on 2006 sales.


GENESCO INC: Finish Line Denies Stalling Merger Process
-------------------------------------------------------
The Finish Line Inc. responded to Genesco Inc.'s filing of a suit
in Chancery Court in Nashville, Tennessee, regarding the Finish
Line's proposed acquisition of Genesco.

As reported in yesterday's Troubled Company Reporter, Genesco
filed suit, seeking an order requiring Finish Line to consummate
its merger with Genesco and to enforce Finish Line's rights
against UBS under the Commitment Letter for financing the
transaction.
    
The Finish Line stated that it has complied with its obligations
under the merger agreement, and continues to work on the closing
documents by asking Genesco for certain financial and other
information well as access to Genesco's chief financial officer
and financial staff.  However, to date Genesco has not responded
to and has refused to comply with these requests.  These failures
constitute a breach of the merger agreement, and The Finish Line
is notifying Genesco of same.

The Finish Line regrets that Genesco has chosen to initiate
litigation.  The Finish Line is reviewing the Genesco lawsuit and
will take steps to protect the interests of The Finish Line and
its shareholders.

                       About Finish Line

Headquartered in Indianapolis, Indiana, The Finish Line Inc.
(Nasdaq: FINL) -- http://www.finishline.com/-- is a mall-based  
specialty retailer operating under the Finish Line, Man Alive and
Paiva brand names.  The company currently operates 697 Finish Line
stores in 47 states and online, 95 Man Alive stores in 19 states
and online and 15 Paiva stores in 10 states and online.

                       About Genesco Inc.

Based in Nashville, Tennessee, Genesco Inc. (NYSE: GCO) --
http://www.genesco.com/-- is a specialty retailer of footwear,
headwear and accessories in more than 1,900 retail stores in the
U.S. and Canada, principally under the names Journeys, Journeys
Kidz, Shi by Journeys, Johnston & Murphy, Underground Station,
Hatworld, Lids, Hat Zone, Cap Factory, Head Quarters and Cap
Connection.  The company also sells footwear at wholesale under
its Johnston & Murphy brand and under the licensed Dockers.

                          *     *     *

As reported in the Troubled Company Reporter on June 4, 2007,
Standard & Poor's Ratings Services said that its ratings on
specialty Genesco Inc. remain on CreditWatch with developing
implications, following the announcement that it has rejected
Foot Locker Inc.'s conditional bid to acquire Genesco for
approximately $1.3 billion ($51.00 per share)in cash.

In April 2007, S&P placed its ratings, including the 'BB-'
corporate credit rating, on Genesco Inc. on CreditWatch with
developing implications after Foot Locker launched its bid for
Genesco.

The Foot Locker deal also prompted Moody's Investors Service to
place the ratings of Genesco on review for possible downgrade.  
Affected ratings include the company's "Ba3" corporate family
rating.


GREAT ATLANTIC: Inks Notification Pact with FTC over Pathmark Buy
-----------------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. and Pathmark Stores
Inc. have entered into an agreement with the Federal Trade
Commission pursuant to which both companies agree to provide the
FTC notice of their intention to consummate Great Atlantic's
acquisition of Pathmark at least two weeks prior to closing of the
transaction.  Great Atlantic and Pathmark further agreed to give
the notice to the FTC no sooner than Oct. 5, 2007.

As previously disclosed, both Tengelmann, Great Atlantic's
majority shareholder, and Pathmark received Second Requests from
the FTC on April 18, 2007, and subsequently entered into a timing
agreement with the FTC.

The issuance of the Second Requests effectively extended the
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, during which Great Atlantic and Pathmark
may not consummate the proposed acquisition.

Under the timing agreement, Great Atlantic and Pathmark agreed,
subject to certain conditions, that they would not consummate
Great Atlantic's acquisition of Pathmark for at least 60 days
following the date that Great Atlantic and Pathmark substantially
comply with the Second Requests.

Great Atlantic and Pathmark had submitted certificates of
substantial compliance to the FTC on July 13, 2007.  On August 7,
both companies had entered into an agreement with the FTC
providing that, subject to certain conditions, Great Atlantic and
Pathmark would not consummate Great Atlantic's acquisition of
Pathmark prior to Sept. 25, 2007.

A&P and Pathmark are continuing to cooperate with the FTC.

The Troubled Company Reporter related on March 8, 2007, that
Great Atlantic's wholly owned subsidiary, Sand Merger Corp., had
entered into an Agreement and Plan of Merger with Pathmark Stores,
Inc., dated Mar. 4, 2007, pursuant to which the Great Atlantic,
through Sand Merger, would acquire all of the shares of Pathmark
for about $1.3 billion in cash, stock and debt assumption
or retirement.

                       About Great Atlantic

Founded in 1859, The Great Atlantic & Pacific Tea Company, Inc.
(NYSE: GAP) -- http://www.aptea.com/-- operates supermarket    
chains with 337 stores in eight states and the District of
Columbia under the following trade names: A&P, Waldbaum's, The
Food Emporium, Super Foodmart, Super Fresh, Farmer Jack, Sav-A-
Center and Food Basics.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 19, 2007,
Standard & Poor's Ratings Services revised the CreditWatch
implications for both Great Atlantic & Pacific Tea Co. Inc. and
Pathmark Stores Inc. to positive from developing.  The long-term
corporate credit rating on both companies is 'B-'.  


GSMPS MORTGAGE: S&P Junks Rating on 2005-LT1 Class B-2 Loans
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
M-2, B-1, and B-2 from GSMPS Mortgage Loan Trust 2005-LT1.  In
addition, S&P removed the class B-1 and B-2 ratings from
CreditWatch with negative implications, where they were placed on
May 25, 2007.  Lastly, S&P affirmed its ratings on classes A-1 and
M-1.
     
The downgrades reflect adverse collateral performance.  The rate
of realized losses, after collateral liquidation and insurance
claims, has fully depleted the overcollateralization and has
caused a principal write-down to class B-3.  Based on the
delinquency pipeline and the 17.62% pool factor, S&P believe that
losses are likely to continue to erode the credit support for the
remaining classes in the trust.
     
The collateral consists of nonperforming mortgage loans insured by
the FHA or partially guaranteed by the VA or Rural Housing
Service.  As applicable, the rights to payment from the FHA, VA,
or RHS in connection with claims that have been filed or will be
filed with respect to liquidated loans are also included in the
trust.
    

     Ratings Lowered and Removed from Creditwatch Negative

               GSMPS Mortgage Loan Trust 2005-LT1

                                        Rating
                                        ------
            Series         Class      To        From
            ------         -----      --        ----
            2005-LT1       B-1        B         BB/Watch Neg
            2005-LT1       B-2        CCC       B/Watch Neg

                         Rating Lowered

                GSMPS Mortgage Loan Trust 2005-LT1

                                        Rating
                                        ------
            Series         Class      To        From
            ------         -----      --        ----
            2005-LT1       M-2        BBB       A

                       Ratings Affirmed

              GSMPS Mortgage Loan Trust 2005-LT1

             Series          Class         Rating
             ------          -----         ------
             2005-LT1        A-1           AAA
             2005-LT1        M-1           AA


HAYES-LEMMERZ: UAW's GM Strike Prompts Fitch's Negative Watch
-------------------------------------------------------------
Following the decision of the United Auto Workers union to go out
on strike against General Motors Corp., Fitch Ratings has placed
the Issuer Default Ratings and securities ratings of these
companies on Rating Watch Negative:

General Motors Corp.

  -- IDR 'B';
  -- Senior secured 'BB/RR1';
  -- Senior unsecured 'B-/RR5'.

American Axle & Manufacturing, Inc.

  -- IDR 'BB';
  -- Senior unsecured bank facility 'BB';
  -- Senior unsecured 'BB'.

American Axle Manufacturing Holdings Inc.
  -- IDR 'BB'.

ArvinMeritor Inc.

  -- IDR 'BB';
  -- Senior secured 'BB+';
  -- Senior unsecured 'BB-'.

Tenneco, Inc.

  -- IDR 'BB-';
  -- Senior secured bank facility 'BB+';
  -- Senior secured notes 'BB';
  -- Subordinated 'B'.

Hayes-Lemmerz International, Inc.

  -- IDR 'B'.

Hayes Lemmerz Finance - Luxembourg S.A

  -- IDR 'B'.
  -- Senior secured 'BB/RR1';
  -- Senior unsecured 'B-/RR5'.

HLI Operating Company, Inc.

  -- IDR 'B'.

The UAW strike has the potential for far-reaching, crippling
repercussions throughout the industry.  Although the strike is
expected to be short-lived, due to the potentially devastating
consequences to both sides, the onset of a strike could limit the
ability of both parties to control the subsequent chain of events.

Negative cash flow at GM will accelerate, due to operating losses
and working capital reductions.  The costs of a strike would also
have consequences on GM's restructuring program, extending the
timetable and impairing financial resources available, which is
occurring during an uncertain economic environment for industry
sales.  A reduction in cash holdings could also jeopardize the
ability of GM to finance any VEBA agreement.  

Fitch estimates that a VEBA agreement would be in the range of
$30-35 billion, and that GM is unlikely to fund the VEBA entirely
in cash, as remaining liquidity would fall to uncomfortable levels
given economic uncertainties, restructuring costs, and working
capital requirements.  The issue of job security is not easily
resolvable, given the high priority placed on the issue by the UAW
and GM.  The flexibility to reduce production and costs in the
event of an economic downturn or weak product performance will be
critical to GM's ability to weather such events.  Fitch forecasts
that further restructuring actions will be necessary to achieve
viable long-term margins.  In the event that GM and the UAW reach
an agreement following a strike, ratification will be the next
hurdle.

The financial and operating stresses of suppliers would be
exacerbated in the event of a strike, although liquidity among
tier-one suppliers remains adequate in the short term.  Second-
tier and third-tier suppliers are expected to face more difficult
challenges, with lower levels of liquidity and less access to
capital.  Financial distress at this level could quickly spill
over to first-tier suppliers and GM, challenging any assumptions
that a production re-start can be accomplished smoothly and
quickly.  The suppliers placed on Rating Watch Negative contain
varying combinations of exposure to GM North America and limited
or negative free cash flow over the short term.  In the event that
the strike is settled within a short time frame, each of the
suppliers on Rating Watch Negative is expected to return to their
previously existing rating and outlook.  

Fitch anticipates that if the strike extends beyond a very short
term, further rating actions would follow, and the ratings and
outlook of other OEMs and suppliers could be reviewed.


HOMEBANC CORP: Court Okays Servicing Rights Sale Protocol
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved HomeBanc Mortgage Corporation and its debtor-affiliates'
proposed sale procedures for certain of their mortgage loan
servicing rights.  

The Debtors may sell the Servicing Rights by conducting an
auction, which will take place on October 9, 2007, at 10:00 a.m.,
Eastern Time, at the offices of Alston 7 Bird, LLP, at 90 Park
Avenue, New York, or at another place and time, as the Debtors
will notify all qualified bidders; the Official Committee of
Unsecured Creditors; JPMorgan Chase Bank, N.A., as administrative
agent for the lenders under certain servicing loan agreements;
the Servicing Lenders; and other invitees.

The Sale hearing will be held on October 16, 2007, at 1:30 p.m.,
Eastern Time, or as soon as counsel and interested parties may be
heard.

On or before October 5, 2007, the Debtors will serve a notice
identifying any assumed contracts and leases to each non-Debtor
party to an assumed contract and lease; the proposed cure amount;
and the deadline to object ot the proposed assumption and cure
amount.

Objections to the Sale and proposed assumption of contracts and
leases must be filed with the Bankruptcy Clerk no later than 4:00
p.m., on October 12, or a later date and time as the Debtors may
agree.

The servicing rights with respect to the loans that are subject
of the September 12, 2003, February 3, 2004, and June 24, 2004
participation agreements between HBMC and First Charter Bank are
excluded from the order and are not affected, in any way, by the
order.

Headquartered in Atlanta, Ga., HomeBanc Mortgage Corporation --
http://www.homebanc.com/-- is a mortgage banking company focused     
on originating primarily prime purchase money residential mortgage
loans in the Southeast United States.  

HomeBanc Mortgage together with five affiliates filed for chapter
11 protection on Aug. 9, 2007 (Bankr. D. Del. Case Nos. 07-11079
through 07-11084).  Joel A. Waite, Esq., at Young, Conaway,
Stargatt & Taylor was selected by the Debtors to represent them
in these cases.  The Debtors' financial condition as of June 30,
2007, showed total assets of $5,100,000,000 and total liabilities
of $4,900,000,000.

The Debtors' exclusive period to file a plan ends on Dec. 7, 2007.
(HomeBanc Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


HOMEBANC CORP: JPMorgan Subservicing Accord Gets Court Approval
---------------------------------------------------------------
HomeBanc Mortgage Corporation and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to enter into a subservicing agreement with JPMorgan
Chase Bank, N.A., whereby JPMorgan will subservice certain of
the Debtors' mortgage loan servicing rights.

The servicing rights with respect to the loans subject of the
September 22, 2003, February 3, 2004, and June 24, 2005
participation agreements between HBMC and First Charter Bank are
excluded from the order and are not affected, in any way, by the
order.

Any objections to the Debtors' request, to the extent not
withdrawn or resolved, are overruled.

The agreement provides for JPMorgan to subservice the MSRs
covered by the Agreement -- around $6,000,000,000 of the Debtors'
total portfolio -- on behalf of the Debtors.  Once the transfer
of servicing is complete, JPMorgan will perform the servicing
responsibilities currently performed by the Debtors.  Loan
servicing typically involves:

    -- collecting and remitting loan payments received from the
       borrowers;

    -- making required advances;

    -- accounting for principal and interest;

    -- customer service;

    -- holding escrow or impound funds for payment of taxes and
       insurance; and

    -- if applicable, contacting delinquent borrowers and
       supervising foreclosures and property dispositions in the
       event of unremedied defaults.

As compensation for performing the services, JPMorgan will be
paid, per month:

          Monthly Subservicing Fee            $560,000
                                              $15 per loan

          Float on Custodial Accounts         $670,000

          Late charges                        $130,000

All amounts are approximated, based on subservicing of
approximately 37,300 loans.  The amounts will be deducted from
the servicing fee that would otherwise flow to the Debtors under
the terms of their various MSRs.  After deduction of the amounts,
JPMorgan will remit the balance, if any, to the Debtors.

JPMorgan will charge a one-time boarding charge to take on the
subservicing responsibilities of $15 per loan, or $560,000,
assuming that 37,300 loans are covered by the Agreement.  
JPMorgan will also charge a de-boarding charge to transfer the
servicing to another subservicer or to a purchaser of the MSRs,
of $15 per loan, or $560,000, assuming that 37,300 loans are
covered by the Agreement.  Pursuant to the terms of the
Agreement, the Debtors will be required to reimburse JPMorgan for
its reasonable costs and expenses incurred in taking on the
subservicing responsibilities.  These three items will be paid
only out of the sales proceeds of the MSRs, Mr. Barry states.

While the cost of the Agreement is not inexpensive, the Debtors
believe it is reasonable under the circumstances.  It is unlikely
that the Debtors would be able to find another subservicer
willing and able to take on the responsibilities in the Agreement
on such short notice, Mr. Barry asserts.  Even if a party could
be located, it is unclear whether the cost would be materially
less than the cost of the Agreement, he says.  JPMorgan has
informed the Debtors that the costs of the Agreement are in line
with other, similar arrangements with which JPMorgan is familiar.

As part of the Agreement, the Debtors will agree to indemnify and
hold JPMorgan harmless from any and all claims, losses, damages
and reasonable out-of-pocket expenses arising out of or in any
way related to the material breach of any representation,
warranty or covenant by the Debtors, or any actions of JPMorgan
taken in compliance with written instruction from the Debtors or
the failue of the Debtors or any prior subservicer of the
mortgage loans to service or transfer the servicing of the
Mortgage Loans in accordance with the applicable servicing
requirements, applicable law or accepted servicing practices.

JPMorgan will not be liable for any acts or omissions of the
Debtors nor will JPMorgan be liable for the servicing of the
Mortgage Loans before the related transfer date.

                   About HomeBanc Mortgage Corp.

Headquartered in Atlanta, Ga., HomeBanc Mortgage Corporation --
http://www.homebanc.com/-- is a mortgage banking company focused     
on originating primarily prime purchase money residential mortgage
loans in the Southeast United States.  

HomeBanc Mortgage together with five affiliates filed for chapter
11 protection on Aug. 9, 2007 (Bankr. D. Del. Case Nos. 07-11079
through 07-11084).  Joel A. Waite, Esq., at Young, Conaway,
Stargatt & Taylor was selected by the Debtors to represent them
in these cases.  The Debtors' financial condition as of June 30,
2007, showed total assets of $5,100,000,000 and total liabilities
of $4,900,000,000.

The Debtors' exclusive period to file a plan ends on Dec. 7, 2007.
(HomeBanc Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


HOMEBANC CORP: Wants to Implement Category 3 Incentive Plan
-----------------------------------------------------------
On August 31, 2007, HomeBanc Mortgage Corporation and its
debtor-affiliates filed a motion with the U.S. Bankruptcy
Court for the District of Delaware seeking to implement a
non-insider employee retention plan.  The United States
Trustee for Region 3 objected to the Retention Motion,
asserting that it should be denied as to certain employees
in "Category 3."  The Debtors supplemented their Retention
Motion on September 17, which, among other things, withdrew
the request as to five Category 3 employees.

The Debtors now seek authority to implement an incentive plan for
the five Category 3 employees -- Covered Employees -- for whom
the Debtors have withdrawn the Retention Motion.

The Covered Employees are "hands-on" management level employees
who are responsible for overseeing and controlling the Debtors'
servicing business on a day-to-day operational level.  As the
Debtors move expeditiously to sell their servicing business, the
decisions these Covered Employees make will fundamentally impact
the sales price the Debtors are able to obtain for the Servicing
Business.  The Covered Employees are:

                                                Annual  Proposed
  Name                Title                     Salary   Payment
  ----                -----                     ------   -------
Cameron Beane         Director – Secondary    $155,000  $116,250
                      Marketing

Marilyn Eberhardt     Loan Servicing Director  127,500    95,625

Roy Briggs, III       Loan Servicing Director  120,000    72,000

Kortney Rollinger     Resource Planning/        90,000    54,000
                      Financial Analysis Manager

Donna Cribbs          Product Development      108,000    54,000
                      Manager

The Debtors estimate the cost of the Incentive Plan to be around
$391,875 in the aggregate.  Under the Incentive Plan, the Debtors
propose to make incentive payments to Covered Employees after the
closing of the sale of the Debtors' servicing business, if and
only if, the Covered Employees satisfy an objective and
subjective performance criteria.  

The Debtors estimate the closing of the sale of the Servicing
Business to occur no later than November 30, 2006.  The precise
timing of the Incentive Payments will be determined by the
Debtors in their discretion, after consultation with the Official
Committee of Unsecured Creditors and JPMorgan Chase, the
administrative agent for the Debtors' secured lenders, but it
will not be made until after the closing of the Servicing
Business sale, Joseph M. Barry, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, informs the Court.

The proposed amount of the Incentive Payments is a maximum of (i)
50% of annual base compensation for Ms. Cribbs, (ii) 60% of
annual base compensation with respect to Mr. Briggs and Ms.
Rollinger, and (iii) 75% of annual base compensation with respect
to Mr. Beane and Ms. Eberhardt.  The Debtors will determine the
ultimate amount of the Incentive Payments in consultation with
the Creditors Committee and JPMorgan.

According to Mr. Barry, the only condition to receipt of the
Incentive Payments is that the Debtors determine that the Covered
Employees have met the performance criteria.  Entitlement to
receive the Incentive Payments is unrelated to the Covered
Employees' staying with the Debtors for any particular period of
time, and only relates to their achievement of the performance
criteria.

The Debtors have formulated the performance criteria to ensure
that their Servicing Business is appropriately operated pending
its sale to maintain its value; that the Debtors' subservicing
rights are properly transferred to JPMorgan; and that the
Debtors' servicing rights are properly transferred to the
ultimate purchaser of those rights.  

While there is a financial cost associated with the Debtors'
making the Incentive Payments, the Debtors submit that the
Incentive Plan will increase recoveries to creditors in the
Debtors' Chapter 11 cases because the Covered Employees'
achievement of the performance criteria will lead to an increase
in the selling price of the Servicing Business that substantially
exceeds the cost of the Incentive Payments.

Mr. Barry states that the performace criteria cover:

   a) Operating metrics for the period August 1, 2007, through
      the applicable transfer date.  The first set of performance
      criteria are designed to maintain the value of the Debtors'
      portfolio, and are objectively measurable through data in
      the Debtors' servicing system;

   b) Servicing transfer metrics.  The second set of performance
      criteria relate to the smooth transfer of the Debtors'
      subservicing rights to JPMorgan.  These criteria are
      designed to ensure that the Debtors do not suffer
      unnecessary loss in value of their assets during the
      transition phase of the subservicing rights; and

   c) Operating metrics for the period October 1, 2007, through
      the applicable sale date.  The third set of performance
      criteria ensure the smooth transition of the Servicing
      Business to its ultimate purchaser.  These criteria are
      designed to provide Covered Employees an incentive to
      ensure that the Debtors achieve the greatest possible value
      in the sale of their Servicing Business.

Mr. Barry tells the Court that the Incentive Plan does not
implicate any subsection of Section 503(c) of the Bankruptcy
Code, as it does not induce the Covered Employees to remain with
the Debtors' business.  There is nothing temporal about the
Incentive Plan.  Therefore, the Incentive Plan is not a retention
plan subject to Section 503(c)(1) review, he says.

Moreover, the Incentive Plan does not contemplate any payments to
the Covered Employees upon their severance.  "While the Incentive
Plan is outside the ordinary course of Debtors' business, the
Incentive Plan is justified by the facts and circumstances of the
case because the Incentive Plan appropriately provides incentives
for Covered Employees to assist in maximizing the value of the
sale of the Debtors' assets," Mr. Barry asserts.

                   About HomeBanc Mortgage Corp.

Headquartered in Atlanta, Ga., HomeBanc Mortgage Corporation --
http://www.homebanc.com/-- is a mortgage banking company focused     
on originating primarily prime purchase money residential mortgage
loans in the Southeast United States.  

HomeBanc Mortgage together with five affiliates filed for chapter
11 protection on Aug. 9, 2007 (Bankr. D. Del. Case Nos. 07-11079
through 07-11084).  Joel A. Waite, Esq., at Young, Conaway,
Stargatt & Taylor was selected by the Debtors to represent them
in these cases.  The Debtors' financial condition as of June 30,
2007, showed total assets of $5,100,000,000 and total liabilities
of $4,900,000,000.

The Debtors' exclusive period to file a plan ends on Dec. 7, 2007.
(HomeBanc Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


INNOVATIVE COMM: Judge Places Company in Chapter 11 Bankruptcy
--------------------------------------------------------------
The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the Western District of Pennsylvannia placed Innovative
Communication Corporation in Chapter 11 bankruptcy over the
objections of its principal, Jeffrey Prosser.

ICC's parent companies, Innovative Communication Corporation, LLC,
and Emerging Communications, Inc., and Mr. Prosser as an
individual have been in voluntary bankruptcy proceedings since
July 31, 2006.  ICC, however, had opposed the requests of
creditors to submit to its own proceedings.

As reported in the Troubled Company Reporter on Sept. 14, 2007,
the parent companies' Chapter 11 Trustee Stan Springel was granted
control over ICC's common stock, but the creditors still sought
bankruptcy court supervision for the company, citing its general
failure to pay creditors.

At the same time, Judge Fitzgerald took under advisement
conversion of Mr. Prosser's personal bankruptcy case from Chapter
11 reorganization to Chapter 7 liquidation, which would appoint a
trustee to take charge of Prosser's personal assets.  Mr.
Prosser's creditors, including the Rural Telephone Finance
Cooperative, have complained that Mr. Prosser has refused to
cooperate with his creditors and failed to fully and accurately
disclose his financial affairs.  Under Chapter 7, a trustee would
search for and marshal Mr. Prosser's assets with the intention of
liquidating them for the benefit of his creditors.

"These are additional positive developments in this protracted
proceeding," CFC and RTFC CFO Steven Lilly said.  "We again
appreciate the court's rulings, which move us closer to resolution
of this troubled credit issue."

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

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

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

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

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

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

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


INTERFACE INC: Improved Performance Prompts S&P to Lift Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Atlanta,
Georgia-based carpet manufacturer Interface Inc.  The corporate
credit rating was raised to 'B+' from 'B', and the ratings were
removed from CreditWatch, where they placed with positive
implications on June 22, 2007.  The outlook is stable. Total debt
outstanding at July 1, 2007, was about $398 million.
     
"The upgrade follows Standard & Poor's review of Interface and
incorporates the company's improving operating performance and
credit metrics," said Standard & Poor's credit analyst Kenneth
Shea.
     
"Interface's operations have benefited from its strategy to
diversify its revenue base into other end markets, including the
educational, government, health care and residential sectors,"
said Mr. Shea.  "The company intends to also continue its focus on
carpet tiles, which is the fastest-growing segment of the carpet
market and has been the main driver of increased revenues for
Interface."
     
The rating on Interface reflects very competitive and cyclical
market conditions within the global floorcovering market, as well
as the company's heavy dependence on the corporate office segment,
which accounted for about 60% of 2006 annual revenues, down from
over 67% in 2002.  Interface has a major market share (35%) in the
worldwide modular carpet segment, which has been
growing faster than the rest of the floorcovering market for
several years.  The growth momentum continues to be favorable, as
carpet tiles are expanding the company's reach to more end-use
markets.  However, depressed demand in the corporate office sector
has negatively affected Interface's operations over
the past several years.


IRVINGTON SCDO: Notes Redemption Cues S&P to Withdraw Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on nine
classes of notes issued by Irvington SCDO 2004-1 Ltd., a synthetic
CDO transaction.
     
The rating withdrawals follow the redemption of the notes pursuant
to section 9.7 of the indenture on Sept. 20, 2007.
   

                       Ratings Withdrawn
   
                   Irvington SCDO 2004-1 Ltd.

                   Rating                    Balance
                   ------                    -------
     Class     To          From       Current     Previous
     -----     --          ----       -------     --------
     A-3F      NR          BBB         0.000    $10,000,000
     B-1LD     NR          BB+         0.000    $10,000,000
     B-1L      NR          BB+         0.000       $800,000
     B-3L      NR          B           0.000       $800,000
     B-3F      NR          B           0.000     $3,400,000
     A-3F1     NR          BBB         0.000     $2,000,000
     A-3FD     NR          BBB         0.000     $2,000,000
     A-3F2     NR          BBB         0.000     $1,000,000
     B-3L1     NR          B           0.000       $750,000


ISONICS CORPORATION: Receives Two Delisting Notices from Nasdaq
---------------------------------------------------------------
Isonics Corporation said it received two letters from the Nasdaq
Stock Market advising the company that it failed to meet certain
requirements for continued listing.

The first letter from Nasdaq stated that, based on the company's
Form 10-Q for the three months ended July 31, 2007, Isonics failed
to meet the requirements for continued listing found in
Marketplace Rule 4310(c)(3), which requires the company to
maintain:

     (i) stockholders' equity of $2.5 million;

    (ii) market value of listed securities of $35 million; or

   (iii) net income from continuing operations of $500,000 in the
         most recently completed fiscal year or in two of the last
         three most recently completed fiscal years.

The letter went on to state that Nasdaq is reviewing the company's
eligibility for continued listing on the Nasdaq Capital Market and
has requested that Isonics provide by Oct. 2, 2007, a plan to
achieve and sustain compliance with all the Nasdaq Capital Market
listing requirements.

If at the conclusion of the review, it is determined that the plan
does not adequately address the issues noted, Isonics most likely
will be delisted from Nasdaq.  However, the company would have the
right to appeal Nasdaq's decision to a Nasdaq Listing
Qualifications Panel.  

Due to the company's current financial condition as disclosed in
its Form 10-Q for the three months ended July 31, 2007, Isonics
can offer no assurance that it will be able to provide to Nasdaq a
plan of compliance.

The second letter from Nasdaq advised the company that the minimum
bid price of its common stock had closed below $1.00 per share for
the previous 30 consecutive business days, and, as a result, did
not comply with Marketplace Rule 4310(c)(4).  Therefore, the
company has been provided 180 calendar days, or until March 17,
2008, to regain compliance.  

The company said if it is delisted from Nasdaq because of its
failure to meet the requirements of Marketplace Rule 4310(c)(3),
the requirements of this letter become moot.  

The company added that if it remains listed on Nasdaq for the
180 day curative period and still fail to obtain compliance with
the $1.00 minimum bid price as of March 17, 2008, Isonics will be
granted an additional 180 calendar days to obtain compliance as
long as the company meets the Nasdaq Capital Market initial
listing criteria as set forth in Marketplace Rule 4310(c), except
for the bid price requirement.  If the company is not eligible for
the additional compliance period, Isonics may be delisted by
Nasdaq at that time.

                   About Isonics Corporation

Based in Golden, Colo., Isonics Corp. (NasdaqCM: ISON) --
http://www.isonics.com/-- develops, manufactures, and markets    
various specialty chemicals used in semiconductor devices, medical
diagnostics, imaging and therapy, drug development, and energy
production.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 2, 2007,
Hein & Associates LLP, in Denver, expressed substantial doubt
about Isonics Corp.'s ability to continue as a going concern after
auditing the company's consolidated financial statements as of the
years ended April 30, 2007, and 2006.  The auditing firm reported
that the company has suffered recurring losses from operations and
will continue to require funding from investors for working
capital.


JOURNAL REGISTER: Scott Wright Promoted to Chief Operating Officer
------------------------------------------------------------------
Journal Register Company promoted Scott A. Wright to the position
of President and Chief Operating Officer, and Julie A. Beck to
Executive Vice President and Chief Financial Officer, each
effective Oct. 1, 2007.

In his new position, Mr. Wright will take on the role of managing
the day-to-day operations for all six of the company's clusters.
Located in the Corporate Offices in Yardley, Pennsylvania, he will
also participate in planning, and developing the resources to
achieve, the company's short and longer-term goals and objectives.
Previously, Mr. Wright was Senior Vice President for the company's
Michigan cluster.

Ms. Beck will continue to be principally responsible for the
financial affairs of the company.

"It is with great pleasure that I announce the promotions of Scott
Wright to President and Chief Operating Officer and Julie Beck to
Executive Vice President and Chief Financial Officer," said James
W. Hall, Acting Chief Executive Officer of the company.  "[Mr.
Wright]'s and [Ms. Beck]'s leadership skills, experience and
expertise make them uniquely qualified to assume these important
roles."

Ms. Beck joined Journal Register in January 2006 after serving at
Norwood Promotional Products Inc., Indianapolis, Indiana, since
2003 as Senior Vice President and Chief Financial Officer.  From
September 1999 to September 2003, she was Vice President of
Finance for the Inland Paperboard and Packaging subsidiary of
Temple-Inland Inc., also in Indianapolis.  From March of 1986 to
September of 1999, she was with Rockwell Corporation in a series
of positions of increasing responsibility, lastly as Director of
Finance, Rockwell Automation, in Milwaukee, Wisconsin.  Ms. Beck
has also worked for NCR Corporation and Deloitte.  Ms. Beck is a
Certified Public Accountant, and graduated with distinction from
the University of Wisconsin with a Bachelor in Business
Administration degree in Accounting.

Mr. Wright has extensive newspaper industry experience starting in
1987 and most recently has been the President and Publisher at
Suburban Community Newspapers located in Memphis, Tennessee.  From
2004 to 2006, Mr. Wright was Publisher of Star Community
Newspapers in Plano, Texas.  In 2003 and 2004, Mr. Wright was Vice
President and General Manager at the Oakland Press in Pontiac,
Michigan under 21st Century Newspapers.  Mr. Wright was
Advertising Director from 1999 to 2000 at The Suburban Journals of
Greater St. Louis while it was owned by Journal Register Company
and Vice President from 2001 to 2003 at The Suburban Journals of
Greater St. Louis while it was owned by Pulitzer Inc. From 1998 to
1999, Mr. Wright was Corporate Advertising Director for Ottaway
Newspapers Inc. in Campbell Hall, New York and from 1993 - 1997 he
was the Advertising Director for Ottaway Newspaper's Joplin Globe
in Joplin, Missouri.  Mr. Wright graduated with a Bachelor of
Science degree in Communications from the University of Southern
Indiana.

                      About Journal Register

Journal Register Company - http://www.journalregister.com/--     
owns 22 daily newspapers and 345 non-daily publications.  It  
currently operates 226 individual Web sites that are affiliated  
with the company's daily newspapers, non-daily publications and  
its network of employment Web sites that can be accessed through  
the company's Web site.  All of the company's operations are  
clustered in six geographic areas: Greater Philadelphia; Michigan;  
Connecticut; Greater Cleveland; and the Capital-Saratoga and  
Mid-Hudson regions of New York.  The company owns JobsInTheUS,  
a network of 19 premier employment Web sites.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 19, 2007,
Moody's Investors Service downgraded Journal Register Company's
Corporate Family rating to B1 from Ba3, concluding the review
initiated on Aug. 13, 2007.  The rating outlook is negative.  
Moody's downgraded the ratings of the company's $375 million
senior secured revolving credit facility due 2012 to B1, LGD3,
34%, from Ba3, LGD3, 35%; $575 million senior secured term loan A
due 2012 to B1, LGD3, 34%, from Ba3, LGD3, 35%; Corporate Family
rating to B1 from Ba3; and Probability of Default rating to B2
from B1.


KYPHON INC: Earns $11 Million in Second Quarter Ended June 30
-------------------------------------------------------------
Kyphon Inc. reported net income of $11.0 million for the second
quarter ended June 30, 2007, compared to net income of
$9.5 million for the same period a year ago.

Non-GAAP net income for the second quarter of 2007 was
$12.5 million compared to $9.5 million in the same quarter a year
ago.  The non-GAAP net income of $12.5 million for the second
quarter of 2007 excludes $2.3 million in pre-tax costs for:

  -- purchase accounting adjustments related to inventory
     valuation for SFMT,

  -- severance and other transitional compensation expense related
     to the SFMT acquisition.

Kyphon's worldwide revenues for the second quarter of 2007 totaled
$144.3 million, an increase of 43.0%, or 41.0% at constant foreign
currency exchange rates, over the $101.1 million in net sales
reported for the second quarter of 2006.  Total U.S. revenues for
the quarter increased 36.0% to $110.7 million over the same period
in 2006, while total international revenues increased 73.0% to
$33.6 million.

"We are very pleased with our performance during the second
quarter, as increased procedural penetration delivered strong
revenue growth for Kyphon," said Richard Mott, president and chief
executive officer of Kyphon.  "Our results continue to reflect
strong clinician adoption and the value to patients of balloon
kyphoplasty and the X-STOP(R) IPD(R) procedure.  

"Additionally, we made solid progress on key initiatives designed
to fuel future growth including the introduction of new marketing
programs to supplement expansion of our global sales channel,
training of new spine specialists in performing balloon
kyphoplasty and the X-STOP(R) IPD(R) procedure, and increased
enrollments for our clinical trial programs," continued Mott.  "We
believe our focused efforts to bring innovative minimally invasive
based technologies to physicians and patients around the world are
creating a foundation for continued long-term growth," concluded
Mott.

For the first six months of 2007, Kyphon's worldwide revenues
totaled $272.5 million, an increase of 42.0%, or 39.0% at constant
foreign currency exchange rates, over the $192.5 million in net
sales reported for the same period in 2006.  Total U.S. revenues
increased 35.0% to $211.8 million for the first half of the year,
while total international revenues increased 72.0% to
$60.7 million.

For the first six months of 2007, Kyphon Inc. reported a net loss
on a GAAP basis of $11.6 million compared to GAAP net income of
$18.0 million for the same period a year ago.

Non-GAAP net income for the first six months of 2007 was
$21.8 million compared to $18.0 million for the same period a year
ago.  The non-GAAP net income of $21.8 million for the first six
months of 2007 excludes $42.8 million in pretax costs for:

  -- in-process research & development,

  -- write-off of bank loan fees associated with the acquisition,
     
  -- purchase accounting adjustments related to inventory  
     valuation,

  -- costs related to the transition of SFMT sales agent
     activities to Kyphon's direct sales force in the U.S., and

  -- severance and other transitional compensation expense.

Kyphon's operating results on both a GAAP and non-GAAP basis
include stock-based compensation expenses of $6.8 million and
$6.9 million for the three-month periods ended June 30, 2007, and
2006, respectively, and $13.4 million and $13.3 million for the
six-month periods ended June 30, 2007 and 2006, respectively.

At June 30, 2007, the company's consolidated balance sheet showed
$907.5 million in total assets, $571.4 million in total
liabilities, and $336.1 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?23ac

                         About Kyphon

Headquartered in  Sunnyvale, Calif., Kyphon Inc. (NASDAQ: KYPH) --
http://www.kyphon.com/-- and -- http://www.spinalfracture.com/--  
develops and markets medical devices designed to restore and
preserve spinal function and diagnose the source of low back pain
using minimally invasive technologies.  The company's products are
used in balloon kyphoplasty for the treatment of spinal
compression fractures caused by osteoporosis or cancer, in the
Functional Anaesthetic Discography(TM) procedure for diagnosing
the source of low back pain, and in the Interspinous Process
Decompression(R) for treating the symptoms of lumbar spinal
stenosis.

                          *     *     *

Kyphon Inc. carries Moody's Investors Service's 'Ba1' Bank Loan
Debt and 'B1' Probability of Default ratings last placed on Feb.
9, 2007.  Outlook is Stable.


LAILA FEKAY: Case Summary & Nine Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Laila M. FeKay
        340 Crane Hill Road
        Sugar Hill, NH 03585

Bankruptcy Case No.: 07-12055

Chapter 11 Petition Date: September 24, 2007

Court: District of New Hampshire (Manchester)

Debtor's Counsel: Susan H. Hassan, Esq.
                  Getman, Stacey, Schulthess & Steere, P.A.
                  3 Executive Park Drive, Suite 9
                  Bedford, NH 03110
                  Tel: (603) 634-4300
                  Fax: (603) 626-3647

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Nine Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
Northborough Capital                                     $850,000

Hallinan Capital Corp.                                   $585,000
3 Bala Plaza East, Suite 117
Bala Cynwood, PA 19004

Whitehall Management International                       $313,000
312 Commack Road
Commack, NY 11725

Washington Mutual                                        $290,000
P.O. Box 2441
Chatsworth, CA 91313

John Montanti                                            $280,000
17210 Ponderosa Lane
Southwest Ranches, FL 33310

V.R. Concrete                                             $18,650

Town of Bethlehem                                         $11,784
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
Town of Carrol                                            $10,055

Norris Davis Electric, Inc.                                $7,000

P.S.N.H.                                                   $5,464


LANDRY'S RESTAURANTS: Commences $400MM Sr. Notes Exchange Offer
---------------------------------------------------------------
Landry's Restaurants Inc., in accordance with the terms of the
settlement agreement entered into concerning the company's
outstanding $400 million Senior Notes, has commenced an offering
to exchange the Senior Notes for new senior notes with an interest
rate of 9.5% and an option at specified times for either the
company or the Exchange Note holders to redeem the Exchange Notes
at 101% of par.

The exchange offer will remain open until Oct. 23, 2007, unless
extended.
    
Any questions regarding procedures for tendering Senior Notes
should be directed to the exchange agent at:
    
     U.S. Bank National Association
     Attention: Brandi Steward
     Specialized Finance Department
     West Side Flats, 60 Livingston Avenue
     St. Paul, MN 55107
     Tel (651) 495-4738
     Fax (651) 495-8158

Headquartered in Houston, Texas, Landry's Restaurants, Inc. (NYSE:
LNY) -- http://www.landrysrestaurants.com/-- is a diversified  
restaurant hospitality and entertainment company principally
engaged in the ownership and operation of full-service, casual
dining restaurants, primarily under the names of Rainforest Cafe,
Saltgrass Steak House, Landry's Seafood House, The Crab House,
Charley's Crab and The Chart House.  Its portfolio of restaurants
consists of an array of formats, menus and price points that
appeal to a wide range of markets and customer tastes.  It offers
concepts ranging from upscale steak and seafood restaurants to
casual theme-based restaurants.  The company is also engaged in
the ownership and operation of select hospitality businesses,
including hotel and casino resorts that provide dining, leisure
and entertainment experiences.  On Sept. 27, 2005, the company
acquired the Golden Nugget Hotels and Casinos in downtown Las
Vegas and Laughlin, Nevada.

                                *     *     *

As reported in the Troubled Company Reporter on Sept. 4, 2007,
Standard & Poor's Ratings Services raised its ratings on Landry's
Restaurant Inc.  The corporate credit rating was raised to 'B'
from 'CCC', and the ratings were removed from CreditWatch, where
they were placed with developing implications on July 25, 2007.  
The outlook is stable.


LEINER HEALTH: June 30 Balance Sheet Upside-Down by $162.1 Million
------------------------------------------------------------------
Leiner Health Products Inc.'s consolidated balance sheet at
June 30, 2007, showed $359.7 million in total assets and
$521.8 million in total liabilities, resulting in a
$162.1 million total stockholders' deficit.

The company reported  a net loss of $27.5 million for the first
quarter of fiscal 2008, compared to net income of $2.0 million for
the same period in fiscal 2007.  Credit Agreement EBITDA for the
first quarter of fiscal 2008 was $17.5 million, compared to
$18.1 million for the same period in fiscal 2007.  Leiner was in
compliance with all of its financial covenants as of June 30,
2007.

Net sales for the first quarter of fiscal 2008 totaled
$107.4 million compared to $163.9 million for the same period in
fiscal 2007, a decrease of $56.5 million or 34.4%.  U.S. net sales
were $95.4 million in the first quarter of fiscal 2008, a decrease
of $56.6 million, or 37.2%, from the same period in fiscal 2007.
Canadian net sales were $12.0 million in the first quarter of
fiscal 2008, an increase of $100,000, or 0.1%, from the same
period in fiscal 2007.  Net U.S. sales decreased due to the
previously disclosed voluntary suspension of the company's U.S.-
based over-the-counter pharmaceuticals manufacturing and
distribution during the latter part of March 2007 and due to
timing of promotional events, which had the effect of decreasing
the company's Vitamin, Mineral and Supplement sales.

Gross profit was $21.1 million, 19.7% of net sales, in the first
quarter of fiscal 2008, a decrease of $18.8 million, or 47.0%,
from $39.9 million, or 24.4% of net sales in the same period in
fiscal 2007.  First quarter gross profits were negatively affected
by lower revenue and idle plant capacity due to the previously
disclosed OTC product shipment suspension and Fort Mill
consolidation.

The company recorded total charges of $13.0 million in connection
with the previously disclosed quality initiatives and the
consolidation of its manufacturing and packaging operations.  The
charges consisted of restructuring expenses of $7.3 million, which
reflects severance and other related costs related to the
consolidation as well as operating expense of $5.7 million,
included in general and administrative expenses, for consulting
and legal costs relating to the FDA observations remediation.

Robert Kaminski, chief executive officer, commented, "This has
been a challenging, but productive quarter as we initiated our
Fort Mill consolidation to align our cost structure with our
revenue expectations.  As a result, we expect total costs to be
reduced by a targeted $50.0 million on an annualized basis.  Our
consolidation and OTC remediation plans continue to show progress,
and we expect to emerge as a best-in-class, high quality OTC and
VMS supplier of store brand products.  As part of our efforts in
this area, we recently recruited John M. Johnson to join Leiner's
team as senior vice president, Quality and Compliance.  John, who
was most recently the senior quality executive for Mayne Pharma a
global pharmaceutical company, has more than 30 years' experience
and a demonstrated track record in successfully driving quality
initiatives."

Fill-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?23b0

                       About Leiner Health

Headquartered in Carson, Calif., Leiner Health Products Inc. --
http://www.leiner.com/-- manufactures store brand vitamins,  
minerals, and nutritional supplements and supplies over-the-
counter pharmaceuticals in the food, drug, mass merchant and
warehouse club retail market, as measured by retail sales.  It
also supplies vitamins, minerals and nutritional supplements to
the US military.  Leiner markets its own brand of vitamins under
YourLife(R) and sells over-the-counter pharmaceuticals under the
Pharmacist's Formula(R) name.  

                       *     *     *

As reported in the Troubled Company Reporter on June 13, 2007,
Standard & Poor's Ratings Services said that the ratings on
Leiner Health Products Inc., including the 'B-' corporate credit
rating, would remain on CreditWatch with negative implications.


LEUCADIA NATIONAL: Moody's Rates $500 Million Senior Notes at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Leucadia
National Corporation's $500 million senior notes.  Moody's also
assigned a (P) Ba2, (P) B1, (P) B1 to the company's senior,
subordinated, and preferred debt shelf, respectively, and affirmed
existing ratings.  The ratings outlook remains negative.

Moody's ratings on Leucadia National are largely influenced by the
company's opportunistic acquisition-based growth profile.  Moody's
expects that Leucadia will continue to change its portfolio of
companies through acquisitions and divestitures, including joint
venture opportunities such as the current initiative with
Jefferies high yield desk.  Historically, the company's management
team has been successful in profiting from investments in
distressed companies.

On Sept. 20, 2007, Leucadia also announced the offering and
pricing of 5.5 million common shares at a price of $45.50 per
share.  Net proceeds of approximately $242 million are anticipated
from the offering.  It is anticipated that Leucadia will use the
proceeds to invest opportunistically as they deem appropriate.

These ratings were assigned:

    * $500 million 8 1/8% Senior Notes due 9/15/15, assigned Ba2
      (LGD3, 46%);

    * Senior, subordinated, and preferred debt shelf, assigned
      (P) Ba2, (P) B1, (P) B1.

These ratings/assessments were affirmed/revised:

    * $500 million, 7.125% Senior Notes, due 2017, affirmed at Ba2
      (LGD3, 46%), previously at Ba2 (LGD3, 44%);

    * $376 million, 7% Senior Notes, due 2013, affirmed at Ba2
      (LGD3, 46%), previously at Ba2 (LGD3, 44%);

    * $100 million, 7.75% Senior Notes, due 2013, affirmed at Ba2
      (LGD3, 46%), previously at Ba2 (LGD3, 44%);

    * $350 million, 3.75% Senior Subordinated Convertible Notes,
      due 2014, affirmed at B1 (LGD6, 90%), previously at B1
      (LGD5, 88%);

    * $98 million, Junior Subordinated Deferrable Interest
      Debentures, affirmed at B1 (LGD6, 96%), previously at B1
     (LGD6, 95%)

    * Corporate Family Rating, affirmed at Ba2;

    * Probability of Default Rating, affirmed at Ba2.

The negative rating outlook reflects the substantial risks
involved with the company's acquisition based growth strategy as
it relates to their historical willingness to purchase turnaround
investments that on their own would likely be lower rated than
Leucadia.  The size of the company's war chest, post the debt and
equity issuance, will have the ability to significantly affect the
overall portfolio's risk if it were invested all at once.

A material weakening of the underlying earnings or cash flow
strength at the subsidiary level or a substantial reduction in
holding company and consolidated liquidity resulting from further
acquisitions, capital commitments or dividends to shareholders,
could lead to a rating downgrade.  Further, significant change in
the company's business profile could pressure the rating.

The ratings are unlikely to be upgraded in the near term given the
market instability.  However, a sustained strong liquidity
position would likely lead to a reduction in the volatility of
cash-coverage measures, and could lead to a stabilization of the
rating outlook.

Leucadia National Corporation, based in New York City, is a
diversified holding company engaged in a variety of businesses,
including manufacturing, real estate activities, medical product
development, winery operations and residual banking and lending
activities that are in run-off mode.  The company also owns equity
interests in operating businesses and investment partnerships
which are accounted for under the equity method of accounting,
including gaming entertainment, land based contract oil and gas
drilling, real estate activities and is developing a copper mine
in Spain.  At June 30, 2007, the company's total assets amounted
to $6.4 billion.


LIFECARE HOLDINGS: Posts $5.2 Mil. Net Loss in Qtr. Ended June 30
-----------------------------------------------------------------
Lifecare Holdings Inc. reported a net loss of $5.2 million for the
second quarter ended June 30, 2007, compared to a net loss of
$21.6 million for the same period a year ago.

Net patient service revenue increased by $1.3 million, or 1.7%,
for the three months ended June 30, 2007, to $82.6 million from
$81.3 million for the comparable period in 2006.  
         
Total expenses decreased by $13.4 million to $87.3 million for the
three months ended June 30, 2007, as compared to $100.7 million
for the comparable period in 2006.  Included in the expenses for
the 2006 period was an impairment charge of $24.6 million related
to goodwill and net credit of $4.8 million associated with the
company's New Orleans operations.  Included in the New Orleans
expenses for the three months ended June 30, 2006, was a credit of
$5.3 million related to the recording of additional insurance
proceeds during this period.  Exclusive of the goodwill impairment
charge and net expenses attributable to the company's New Orleans
operations, total expenses increased by $6.4 million from
$80.8 million for the three months ended June 30, 2006.

For the quarter ended June 30, 2007, adjusted EBITDA was
$9.9 million, a decrease of $7.1 million, or 41.7% from the prior
year period.  Adjusted EBITDA reflects the elimination of goodwill
impairment charges, start-up costs and certain other non-
recurring/operational expenditures.  The decrease in adjusted  
EBITDA, on a dollar and percentage of net patient service
revenue basis, was primarily due to the reduction in revenues
associated with the CMS regulatory changes and the increase in
expenses.

At June 30, 2007, the company's consolidated balance sheet showed
$537.2 million in total assets, $493.3 million in total
liabilities, and $43.9 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?23ad

                 Liquidity and Capital Resources
         
At June 30, 2007, the company's outstanding indebtedness consisted
of $147.0 million aggregate principal amount of senior
subordinated notes, a $251.2 million term loan facility with a
maturity of seven years, and capital lease obligations of
$3.9 million with varying maturities.
        
On May 2, 2007, the company entered into the Amendment No. 1 to
the company's $326.8 million senior secured credit facility.
Amendment No. 1 modified certain financial covenants effective
March 31, 2007, and increased the spread on the variable interest
rate to be paid by the company.  The senior secured credit
facility consists of (i) a $75.0 million Revolving Credit Facility
and (ii) a $251.2 million Term Loan B Facility.

                     About LifeCare Holdings

Headquartered in Plano, Texas, LifeCare Holdings Inc. --
http://www.lifecare-hospitals.com/-- operates 19 long term acute  
care hospitals located in nine states.  Long term acute care
hospitals specialize in the treatment of medically complex
patients who typically require extended hospitalization.

                          *     *     *

LifeCare Holdings Inc. carries Moody's Investors Service's 'Caa1'
corporate family and 'B2' Bank Loan Debt ratings last placed on
June 18, 2007.  Outlook is Negative.  LifeCare's senior
subordinated notes have Moody's Caa3 rating.


LONG BEACH: Monthly Losses Prompt S&P to Lower Ratings
------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes of mortgage-backed securities from Long Beach Mortgage
Loan Trust's series 2006-WL2 and 2006-WL3.
     
S&P lowered its ratings on classes M-7, M-8, M-9, and B-1 from
series 2006-WL2 and its ratings on classes M-7 and M-8 from series
2006-WL3 because of an increasing amount of severe delinquencies
(90-plus days, foreclosures, and REOs) and reduced credit
enhancement as a result of monthly realized losses.  Severe
delinquencies for these series have been steadily increasing and
make up 14.33% and 14.88% of the current pool balances,
respectively.  Over the past six months, monthly realized losses
have consistently been greater than excess interest for both
transactions.  During this period, the average monthly loss was
$3,402,121 for series 2006-WL2 and $3,882,918 for series 2006-WL3,
and excess spread averaged $1,810,190 and $1,836,100,
respectively.

Overcollateralization, originally 50 basis points of each
transaction's original pool balance, has been eroded in its
entirety. We lowered our ratings on the class B-3 certificates
from each series because these classes took principal write-downs
of $984,336 and $3,599,844, respectively, as of the
August remittance date.
     
Subordination, overcollateralization, and excess spread provide
credit support for these transactions.  The collateral for these
series consists of fixed- and adjustable-rate mortgage loans
secured by first and second liens on one- to four-family
residential properties.


                        Ratings Lowered

                Long Beach Mortgage Loan Trust

                                         Rating
                                         ------
             Series       Class         To     From
             ------       -----         --     ----
             2006-WL2     M-7           BB+    BBB+
             2006-WL2     M-8           BB     BBB
             2006-WL2     M-9           B      BB-
             2006-WL2     B-1           CCC    B
             2006-WL2     B-3           D      CCC
             2006-WL3     M-7           BB+    BBB+
             2006-WL3     M-8           BB     BBB
             2006-WL3     B-3           D      CCC


MAGNA ENTERTAINMENT: Buys De Francis' MJC Stake for $18.3 Million
-----------------------------------------------------------------
Magna Entertainment Corp. has exercised its option, pursuant to an
agreement with certain companies controlled by Joseph De Francis
and Karin De Francis to acquire the remaining interest in The
Maryland Jockey Club that it does not already own.  MJC is the
trade name under which Pimlico Race Course and Laurel Park
operate.  Under the terms of the Option Agreement, MEC will pay to
the De Francis Entities approximately $18.3 million plus interest.  
MEC first acquired its ownership position in MJC in November 2002
and the option arrangements were scheduled to expire in November
2007.

"From the time we acquired control of MJC in 2002, we have
intended to acquire the balance of the shares in the company,"
Frank Stronach, Chairman and Interim Chief Executive Officer of
MEC, stated.  "The acquisition of this remaining interest in MJC
was specifically contemplated in our recently announced Debt
Elimination Plan, and reflects our intent to focus the business of
MEC on our core strategic racetracks.  MJC is a core asset of MEC,
and while thoroughbred racing in Maryland is currently facing many
difficult obstacles, we remain optimistic that with the assistance
of other stakeholders horse racing in the state can have a bright
future."

Pursuant to the initial acquisition arrangements, Joseph De
Francis and Karin De Francis will be leaving MJC in the near
future, although Joe will remain a Director of MEC and MEC expects
to continue working with Joe in connection with matters of
importance to MEC.

"On behalf of the Board of Directors of MEC, I would like to thank
Joe and Karin for their contributions to MJC and MEC," Mr.
Stronach stated.  "I have worked with Joe and Karin for many years
and I wish them well in their future endeavours."

"On behalf of my sister and me, I want to thank Frank for the
opportunities he has given us over these last five years," Joe De
Francis stated.  "We have both enjoyed working with MEC, and I
look forward to continuing to contribute to MEC through my role on
the Board."

                      About Magna Entertainment

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.


MASTR ADJUSTABLE: S&P Affirms Ratings on 316 Classes
----------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on class B-2
from MASTR Adjustable Rate Mortgages Trust's series 2003-2 and on
three classes from series 2004-3.  Concurrently, S&P affirmed its
ratings on 316 classes from various MASTR Adjustable Rate
Mortgages Trust transactions, including the two that saw upgrades.
     
The upgrade of class B-2 from series 2003-2 reflects improved
current and projected credit support percentages in the form of
subordination. Projected credit support percentages are 1.95x the
loss coverage levels associated with the higher rating for the B-2
class.  As a result, S&P have upgraded the class to 'A+' from 'A'.
     
As of the August 2007 remittance date, total delinquencies for
series 2003-2 were 0.93%; cumulative losses, as a percentage of
the original trust balance, were 0.10%; and the series had paid
down to 19.67% of its original pool balance.
     
The upgrades of the three classes from series 2004-3 reflect
improved current and projected credit support percentages in the
form of subordination.  Projected credit support percentages are
1.86x the loss coverage levels associated with the higher ratings
for the B-1 and B-1-X classes and 1.89x the
loss coverage level associated with the higher rating for the B-2
class.  As a result, S&P upgraded the B-1 and B-1-X classes to
'AA+' from 'AA' and the B-2 class to 'A+' from 'A'.
     
As of the August 2007 remittance date, total delinquencies for
series 2004-3 were 4.27%; cumulative losses, as a percentage of
the original trust balance, were 0.01%; and the series had paid
down to 23.28% of its original pool balance.
     
The affirmed ratings reflect loss coverage percentages that are
sufficient to support the certificates at their current rating
levels.  These transactions benefit from subordination. As of the
August 2007 remittance date, total delinquencies for the series
with affirmed ratings ranged from 0.17% to 13.30%, and cumulative
losses, as a percentage of the original trust
balances, ranged from 0.00% to 0.32%.  S&P will continue to
monitor these transactions and take necessary rating actions as
they are warranted.
     
The loans in these transactions were originally secured by
mortgages or deeds of trust on primarily one- to four-family
residential properties, most of which had original terms to
maturity of 30 years.  The mortgage loans consist of prime,
adjustable-rate, and conventional mortgage loans.
   

                         Ratings Raised
   
             MASTR Adjustable Rate Mortgages Trust

                                       Rating
                                       ------
             Series   Class        To          From
             ------   -----        --          ----
             2003-2   B-2          A+          A
             2004-3   B-1          AA+         AA
             2004-3   B-1-X        AA+         AA
             2004-3   B-2          A+          A

                        Ratings Affirmed
   
             MASTR Adjustable Rate Mortgages Trust

  Series   Class                                       Rating
  ------   -----                                       ------
  2002-3   1-A-1, 2-A-1, 3-A-1, 4-A-1, B-1             AAA
  2002-3   B-2                                         AA+
  2002-3   B-3                                         A-
  2003-2   1-A-1, 2-A-1, 3-A-1, 3-A-X, 4-A-1, 4-A-2    AAA
  2003-2   4-A-X, 5-A-1, 5-A-2, 6-A-1, 6-A-X           AAA
  2003-2   B-1                                         AA
  2003-2   B-3                                         BBB
  2003-3   1-A-1, 2-A-1, 3-A-4, 3-A-X, 4-A-1           AAA
  2003-3   B-1                                         AA
  2003-3   B-2                                         A
  2003-3   B-3                                         BBB
  2003-3   B-4                                         BB
  2003-3   B-5                                         B
  2003-4   1-A-1, 2-A-1, 3-A-1                         AAA
  2003-4   B-1                                         AA
  2003-4   B-2                                         A
  2003-4   B-3                                         BBB
  2003-4   B-4                                         BB
  2003-4   B-5                                         B
  2003-5   1-A-1, 1-A-2, 1-A-X, 2-A-1, 2-A-X, 3-A-1    AAA
  2003-5   4-A-1, 4-A-2, 4-A-3, 4-A-X, 5-A-1, 6-A-1    AAA
  2003-5   B-1                                         AA+         
  2003-5   B-2                                         A+          
  2003-5   B-3                                         BBB+        
  2003-5   B-4                                         BB+         
  2003-5   B-5                                         B
  2003-6   1-A-2, 1-A-2X, 2-A-1, 2-A-2, 2-A-X, 3-A-1   AAA
  2003-6   3-A-X, 4-A-1, 4-A-2, 4-A-X, 5-A-1, 5-A-X    AAA
  2003-6   6-A-1, 7-A-1, 7-A-1X, 7-A-2, 7-A-2X, 7-A-3  AAA
  2003-6   8-A-1, 8-A-X                                AAA
  2003-6   B-1                                         AA+         
  2003-6   B-2                                         A+          
  2003-6   B-3                                         BBB
  2003-6   B-4                                         BB
  2003-6   B-5                                         B
  2004-1   1-A-1, 2-A-1, 2-A-X, 3-A-1, 3-A-2, 3-A-3    AAA
  2004-1   3-A-X, 4-A-1, 4-A-2, 4-A-X, 5-A-1, 5-A-X    AAA
  2004-1   6-A-1                                       AAA
  2004-1   B-1, B-1X                                   AA+         
  2004-1   B-2                                         AA-         
  2004-1   B-3                                         BBB+
  2004-1   B-4                                         BB
  2004-1   B-5                                         B
  2004-3   1-A-1, 1-A-X, 2-A-1, 2-A-X, 3-A-1, 3-A-2    AAA
  2004-3   3-A-3, 3-A-4, 3-A-X, 4-A-1, 4-A-2, 4-A-X    AAA
  2004-3   5-A-1, 5-A-2, 5-A-X, 6-A-1, 6-A-X, 7-A-1    AAA
  2004-3   7-A-X, 8-A-1, 8-A-2, 8-A-3, 8-A-4, 8-A-X    AAA
  2004-3   B-3                                         BBB+
  2004-3   B-4                                         BB
  2004-3   B-5                                         B
  2004-4   1-A-1, 1-A-X, 2-A-1, 2-A-2, 2-A-3, 2-A-X    AAA
  2004-4   3-A-1, 3-A-X, 4-A-1, 4-A-2, 4-A-X, 5-A-1    AAA
  2004-4   5-A-X                                       AAA
  2004-4   B-1                                         AA
  2004-4   B-2                                         A
  2004-4   B-3                                         BBB
  2004-4   B-4                                         BB
  2004-4   B-5                                         B
  2004-5   1-A-1, 2-A-1, 2-A-X, 3-A-1, 4-A-1, 5-A-1    AAA
  2004-5   6-A-1, 6-A-X, 7-A-1, 8-A-1, 9-A-2           AAA
  2004-5   9-A-X                                       AAA
  2004-5   B-1                                         AA+
  2004-5   B-2                                         AA-
  2004-5   B-3                                         A-
  2004-5   B-4                                         BB
  2004-5   B-5                                         B
  2004-6   1-A-1, 2-A-1, 3-A-1, 4-A-3, 4-A-4           AAA
  2004-6   4-A-5, 4-A-6, 4-A-7, 4-A-8, 4-A-9, 5-A-1    AAA
  2004-6   6-A-1                                       AAA
  2004-6   B-1                                         AA
  2004-6   B-2                                         A
  2004-6   B-3                                         BBB+
  2004-6   B-4                                         BB
  2004-6   B-5                                         B
  2004-10  1-A-1, 2-A-1, 2-A-2, 3-A-1, 3-A-2           AAA
  2004-10  B-1                                         AA
  2004-10  B-2                                         A
  2004-10  B-3                                         BBB
  2004-10  B-4                                         BB
  2004-10  B-5                                         B
  2004-12  1-A-1, 2-A-1, 3-A-1, 4-A-1, 5-A-1, A-C-1    AAA
  2004-12  B-1                                         AA
  2004-12  B-2                                         A-
  2004-12  B-3                                         BBB
  2004-12  B-4                                         BB
  2004-12  B-5                                         B
  2004-13  1-A-1, 1-A-2, 2-A-1, 2-A-2, 2-A-3, 3-A-1    AAA
  2004-13  3-A-1A, 3-A-1B, 3-A-1C                      AAA
  2004-13  3-A-3, 3-A-4, 3-A-5, 3-A-6, 3-A-7, 3-A-7A   AAA
  2004-13  3-A-7B, 3-A-8, 3-A-X, 4-A-1                 AAA
  2004-13  B-1                                         AA
  2004-13  B-2                                         A-
  2004-13  B-3                                         BBB
  2004-13  B-4                                         BB
  2004-13  B-5                                         B
  2005-1   1-A-1, 1-A-X, 2-A-1, 3-A-1, 4-A-1, 5-A-1    AAA
  2005-1   6-A-1, 7-A-1, 7-A-2, 7-A-3, 8-A-1, 8-A-2    AAA
  2005-1   9-A-1, 10-A-1                               AAA
  2005-1   B-1                                         AA
  2005-1   B-2                                         A
  2005-1   B-3                                         BBB
  2005-1   B-4                                         BB
  2005-1   B-5                                         B
  2005-2   1-A-1, 2-A-1, 3-A-1, 4-A-1, 5-A-1, 6-A-1    AAA
  2005-2   7-A-1, 7-A-2, 7-A-X                         AAA
  2005-2   B-1                                         AA
  2005-2   B-2                                         A
  2005-2   B-3                                         BBB
  2005-2   B-4                                         BB
  2005-2   B-5                                         B
  2005-3   1-A-1, 1-A-2, 1-A-X, 2-A-1, 3-A-1, 3-A-2    AAA
  2005-3   3-A-X, 4-A-1, 5-A-1                         AAA
  2005-3   B-1                                         AA-
  2005-3   B-2                                         A-
  2005-3   B-3                                         BBB-
  2005-3   B-4                                         BB
  2005-3   B-5                                         B
  2005-6   1-A-1, 1-A-X, 2-A-1, 2-A-X, 3-A-1, 3-A-2    AAA
  2005-6   3-A-X, 4-A-1, 4-A-2, 5-A-1, 5-A-2, 5-A-X    AAA
  2005-6   6-A-1, 7-A-1                                AAA
  2005-6   B-1                                         AA
  2005-6   B-2                                         A
  2005-6   B-3                                         BBB
  2005-6   B-4                                         BB
  2005-6   B-5                                         B
  2005-7   1-A-1, 1-A-2, 2-A-1, 2-A-2, 3-A-1, 3-A-2    AAA
  2005-7   B-1                                         AA
  2005-7   B-2                                         A
  2005-7   B-3                                         BBB
  2005-7   B-4                                         BB
  2005-7   B-5                                         B
  2006-2   1-A-1, 1-A-2, 2-A-1, 3-A-1, 3-A-2, 4-A-1    AAA
  2006-2   4-A-2, 5-A-1, 5-A-2, A-LR, A-UR             AAA
  2006-2   B-1                                         AA
  2006-2   B-2                                         A
  2006-2   B-3                                         BBB
  2006-2   B-4                                         BB
  2006-2   B-5                                         B


MCLEODUSA INC: Inks Merger Pact with PAETEC and PS Acquisition
--------------------------------------------------------------
McLeodUSA Inc., PAETEC Holding Corp. and PS Acquisition Corp., a
direct wholly owned subsidiary of PAETEC, entered into an
Agreement and Plan of Merger, dated as of Sept. 17, 2007.   

Pursuant to the merger agreement, the PAETEC subsidiary will merge
with McLeodUSA, with McLeodUSA surviving the merger as a direct
wholly owned subsidiary of PAETEC.

Subject to the terms and conditions of the merger agreement, upon
the completion of the merger, each outstanding share of McLeodUSA
common stock will be automatically converted into and become the
right to receive 1.30 shares of PAETEC common stock.  The exchange
ratio is fixed and will not be subject to any increase or decrease
based on changes in the trading price of the PAETEC common stock
or in the fair market value of the McLeodUSA common stock between
execution of the merger agreement and the merger closing.

McLeodUSA stock options will be assumed by PAETEC upon completion
of the merger and converted into options to purchase shares of
PAETEC common stock.  The number of shares issuable upon exercise
of the assumed options and the option exercise prices will be
adjusted to give effect to the merger exchange ratio.

About 40,000,000 shares of PAETEC common stock will be issued to
holders of McLeodUSA common stock outstanding as of the date of
the merger agreement.  As of the same date, McLeodUSA had
outstanding options to purchase about 2,700,000 shares of the
company's common stock.  PAETEC's offering of the merger shares
will be registered with the Securities and Exchange Commission
under the Securities Act of 1933.

The merger is intended to be treated as a tax-free reorganization
for federal income tax purposes.

                     Board Membership Agreement

Pursuant to the merger agreement and a board membership agreement,
PAETEC will grant board membership and board observer rights to
McLeodUSA stockholders consisting of investment funds managed by
Wayzata Investment Partners LLC and investment funds and entities
advised by Fidelity Management & Research Company and its
affiliates.  The Wayzata funds will be entitled to designate one
individual for appointment or nomination for election as a PAETEC
director, while the Fidelity funds will have the right to attend
PAETEC board meetings as an observer.  These rights will terminate
on the second anniversary of the merger closing date or, if
earlier, on the date on which the applicable funds cease to own at
least 50% of the PAETEC shares they will acquire in the merger.

Under the merger agreement, PAETEC is obligated to use
commercially reasonable best efforts to enter into a registration
rights agreement as of the merger closing date with the Fidelity
funds and the Wayzata funds, pursuant to which PAETEC will grant
the funds demand, shelf and piggyback registration rights
specified in an exhibit to the merger agreement with respect to
the PAETEC shares the funds will acquire in the merger.  The
exercise of the registration rights will be subject to
limitations, qualifications and conditions.

McLeodUSA's board of directors has unanimously adopted resolutions
recommending adoption of the merger agreement and approval of the
transactions contemplated by its stockholders.  

On Sept. 27, 2007, institutional holders of McLeodUSA common stock
representing a majority of the voting power of the outstanding
McLeodUSA common stock, including the Wayzata funds and the
Fidelity funds, delivered to PAETEC written consents adopting the
merger agreement and approving the merger.  PAETEC's board of
directors has adopted resolutions unanimously approving the
issuance of PAETEC common stock in the merger pursuant to the
merger agreement and the submission of this matter to PAETEC's
stockholders for approval at a stockholder meeting in accordance
with the NASDAQ Marketplace Rules.

Each company has agreed not to solicit proposals relating to
alternative business combination transactions or, subject to
specified exceptions and for a specified period, to enter into
discussions or an agreement concerning, or provide confidential
information in connection with, any unsolicited proposals for
alternative business combination transactions.

                       Customary Conditions

Completion of the merger is subject to customary conditions,
including required approvals of PAETEC and McLeodUSA stockholders,
receipt of regulatory approvals, and the absence of any law or
order prohibiting the closing.  Consummation of the merger also is
subject to the repayment, as of or concurrently with the closing,
of McLeodUSA's outstanding 10-1/2% senior second secured notes due
2011, of which about $104 million in principal amount is currently
outstanding.  Each party's obligation to complete the merger is
subject to additional conditions, including the accuracy of the
representations and warranties of the other party, material
compliance of the other party with its covenants, and the absence
of any continuing material adverse change affecting the other
party.

                        Termination Rights

The merger agreement contains certain termination rights for both
PAETEC and McLeodUSA and further provides that, upon termination
of the merger agreement under specified circumstances, each
company may be required to pay the other company a termination fee
of $14 million plus reasonable out-of-pocket expenses incurred by
the other company in an amount not to exceed $500,000.

The merger agreement provides that the merger must be completed on
or before 150 days after the merger agreement date, subject to a
30-day extension for specified reasons.  The companies will not be
required to complete the merger before Jan. 10, 2008.

                        Lock-Up Agreements

With the execution of the merger agreement, PAETEC entered into
agreements with the Fidelity funds, the Wayzata funds and
Jefferies High Yield Trading, LLC, which collectively own about
67% of the outstanding McLeodUSA common stock as of the date of
the merger agreement.  These stockholders have agreed not to sell
or otherwise dispose of their McLeodUSA shares during the period
ending on the merger closing date or their PAETEC merger shares
during the 90-day period following the merger closing date.

                        Voting Agreements

With the execution of the merger agreement, PAETEC entered into
voting agreements with:

   -- McLeodUSA,

   -- Arunas A. Chesonis, PAETEC's Chairman and Chief Executive
      Officer,

   -- Keith M. Wilson, a director of PAETEC and PAETEC's Executive
      Vice President and Chief Financial Officer,

   -- Edward J. Butler, who is PAETEC's Executive Vice President
      and Chief Operating Officer, and

   -- Mark Zupan, Williams R. McDermott and H. Russell Frisby,
      Jr., PAETEC directors.

Pursuant to the voting agreement, among other things, the
foregoing individuals have agreed to vote all of their shares of
PAETEC common stock in favor of PAETEC's issuance of its common
stock in the merger pursuant to the merger agreement.  The PAETEC
security holders who are parties to the voting agreements
collectively own about 7.2% of PAETEC's common stock outstanding
as of the date of the merger agreement.  The agreements permit the
disposition before PAETEC's stockholder meeting of a specified
number of shares subject to the voting obligations of each of the
foregoing PAETEC executive officers and directors.

                       About PAETEC Holding

Headquartered in Fairport, New York, PAETEC Holding Corp. (NASDAQ:
PAET) -- http://www.paetec.com/-- fka US LEC Corp. is a full   
service provider of Internet protocol, data and voice solutions to
medium-sized and large businesses and enterprise organizations
throughout 16 eastern states and the District of Columbia.  The
company provides a range of voice and high-speed data network
services on a retail basis to its end-user business and
institutional customers.  In addition, PAETEC offers a range
of voice and high-speed data carrier services to other
telecommunications companies.  Its service offerings include core
voice and data services, application services, network integration
services and managed services.

                      About McLeodUSA Inc.

McLeodUSA Inc., http://www.mcleodusa.com/-- headquartered in  
Hiawatha, Iowa, provides integrated voice and data services to
small and medium-sized business in nearly 500 cities throughout
the Midwest, Rocky Mountain, Southwest and Northwest regions.

The Debtor and its affiliates filed for chapter 11 protection on
Oct. 28, 2005 (Bankr. N.D. Ill. Case Nos. 05-53229 through 05-
63234).  Peter Krebs, Esq., and Timothy R. Pohl, Esq., at Skadden,
Arps, Slate, Meagher and Flom, represented the Debtors during
their restructuring efforts.  Judge Squires confirmed the Debtors'
Joint Prepackaged Plan of Reorganization on Dec. 16, 2005, and
that plan took effect on Jan. 6, 2006.

McLeodUSA Inc. previously filed for chapter 11 protection on
Jan. 30, 2002 (Bankr. D. Del. Case No. 02-10288).  The Court
confirmed the Debtor's chapter 11 plan on April 5, 2003, and
that Plan took effect on April 16, 2002.  The Court formally
closed that case on May 20, 2005.

                         *     *     *

As reported in the Troubled Company Reporter on March 30, 2007,
Moody's Investors Service has affirmed the ratings of McLeodUSA
Incorporated and changed the outlook for all ratings to developing
following the report of the company's proposed initial public
offering of its common stock.  The ratings affirmed by Moody's
include McLeodUSA's corporate family rating, affirmed B3;
probability-of-default rating, affirmed at B2; second lien secured
notes, due 2011, affirmed at B3, LGD4, 62%; and speculative grade
liquidity, affirmed SGL-1.  The Outlook has changed to Developing
from Stable.


MISYS HOSPITAL: Moody's Puts Corporate Family Rating at B1
----------------------------------------------------------
Moody's Investors Service has assigned a B1 Corporate Family
rating and B1 rating for first lien bank credit facilities as
first time ratings to Misys Hospital Systems, Inc. dba Misys
Diagnostic Systems, Inc.

The $200 million first lien term loan as well as approximately
$200 million sponsor common equity will fund the acquisition of
MDS, a leading provider of laboratory information systems to
hospitals and commercial laboratories, by Vista Equity Partners,
LLC.  MDS is a carve-out of its former parent, Misys plc.  As
such, the company has no track record as a stand alone operating
company.  The transaction is expected to close in early October.
The rating outlook is stable.

MDS' B1 corporate family rating reflects key rating factors of
size and profitability (as measured by pretax income), financial
strength (as measured by its financial leverage and interest
coverage ratios pro forma for the acquisition), and its business
profile (as measured by its business line concentration and client
diversity).

MDS' B1 corporate family rating is constrained by the company's
product concentration and small size.  At the same time, the
rating is supported by the company's leading niche market position
as a provider of laboratory information systems and relatively
supportive financial strength.  MDS' debt to EBITDA pro forma for
the transaction is in the 4x range as of May 2007, while the
company's pro forma interest coverage ratio, as measured by EBITDA
less capital expenditures to interest expense, is in the 2x to 3x
range as of May 2007.  The company has product concentration as
MDS serves hospitals and commercial laboratories within a niche
software product market.  However, the company enjoys good
customer diversity.

Ratings assigned to Misys Hospital Systems, Inc. dba Misys
Diagnostic Systems, Inc.:

    * Corporate Family Rating B1
    * Probability of Default Rating B2
    * $25 million Revolving Credit Facility B1, LGD3, 34%
    * $200 million First Lien Term Loan B1, LGD3, 34%

With approximately $150 million in revenue for the twelve months
ended May 2007, MDS, headquartered in Raleigh, North Carolina, is
a leading provider of laboratory information systems to hospitals
and commercial laboratories.  Misys Hospital Systems, Inc. is the
issuer of the debt, however the company does business as Misys
Diagnostic Systems, Inc.


MISYS HOSPITAL: S&P Assigns B+ Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Raleigh, North Carolina-based Misys Hospital
Systems Inc. dba Misys Diagnostic Systems Inc., a software and
services provider in health care, generating about
$150 million in revenues.  The outlook is stable.
     
At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to the company's proposed $225 million first-lien
senior secured facilities, comprising a $25 million six-year
revolving credit and a $200 million seven-year term loan.  The
proposed credit facilities are rated 'B+', the same as the
corporate credit rating, with a recovery rating of '3', indicating
that lenders can expect meaningful (50%-70%) recovery in the event
of a payment default.
     
All ratings are based on preliminary offering statements and are
subject to review upon final documentation.  Proceeds will be used
to partially fund the acquisition of the company by Vista Equity
Partners from Misys plc.
     
"The rating reflects the company's very narrow product focus,
challenging operating trends, and a capital structure that is weak
but moderate for the rating," said Standard & Poor's credit
analyst Lucy Patricola. "These factors are offset by a solid
installed customer base and adequate cash flow."
     
The company primarily provides software and services for use in
hospital laboratories, a small segment of the hospital-based, $6
billion clinical information services market.
     
Leverage is low for the rating, with pro forma debt to EBITDA in
the 4x area estimated for fiscal year 2007.  Free cash flow is
adequate and provides some opportunity for deleveraging.


MOVIE GALLERY: Mulls Shut Down of 520 Underperforming Stores
------------------------------------------------------------
Movie Gallery Inc., plans to close approximately 520
underperforming and unprofitable Movie Gallery and Hollywood Video
stores.  The company has been accelerating its efforts to conserve
cash and reduce the company's cost structure to address the
financial and industry challenges it has been experiencing.

"Closing these stores was a difficult, but necessary decision to
help protect the future of this company, Joe Malugen, Chairman,
President and Chief Executive Officer of Movie Gallery, said.  
"These stores are being closed after evaluating a number of
factors, including store profits and the terms of
the leases at each location.  This action will allow us to focus
our resources on the approximate 4,000 stores that have a stronger
operating performance and prospects for future growth."

"We thank our many associates and partners who have remained loyal
to us over the years," Mr. Malugen continued.  "Where possible we
will work with the customers at these locations to transfer their
accounts to other nearby Movie Gallery and Hollywood Video
locations.  The talented associates and partners in the stores
that will be closing have been notified.  As always, we remain
committed to treating all affected employees fairly and providing
the necessary assistance to make this transition as smooth as
possible"

Movie Gallery has retained an outside professional services firm,
the Great American Group, to assist it in conducting sales of the
inventory at the closing stores.

As reported in the Troubled Company Reporter on Sept. 17, 2007,
Movie Gallery disclosed that it delivered:

   (i) a notice pursuant to a First Lien Credit and Guaranty
       Agreement, dated as of March 8, 2007 by and among the
       company and the guarantors, the agents and lenders
       relating to, among other things, the company's decision
       to defer payment of interest due Sept. 10, 2007, beyond
       the due date and applicable grace period for payment
       under the company's Second Lien Credit Agreement,

  (ii) a notice pursuant to the Second Lien Credit and Guaranty
       Agreement, dated as of March 8, 2007, among the company,
       certain of its subsidiaries, the lenders from time to
       time and Wells Fargo Bank, National Association (as
       successor to CapitalSource Finance, LLC), as
       Administrative Agent and Collateral Agent, relating to
       the company's decision to defer payment of interest due
       under the Second Lien Credit Agreement on Sept. 10,
       2007, beyond the due date and applicable grace period,
       and

(iii) a notice to BNY Western Trust Company as Trustee for the
       holders of the 9.625% Senior Subordinated Notes due 2011
       issued pursuant to the First Supplemental Indenture     
       dated as of Dec. 18, 2002 to Indenture dated as of
       Jan. 25, 2002, by Hollywood Entertainment Corporation
       and Hollywood Management Company, with respect to
       Hollywood's decision to defer the payment of interest
       due under the Hollywood Notes at least until the
       conclusion of the applicable grace period for payment.

                        Likely Defaults

As a result of the events described in the Notices, one or more
events of default may occur under the First Lien Credit Agreement,
Second Lien Credit Agreement, the Hollywood Notes and the
company's 11% Senior Notes due 2012 issued pursuant to that
certain Indenture, dated as of April 27, 2005 among the company,
the Guarantors and the Trustee.

                    About Movie Gallery Inc.
    
Headquartered in Dothan, Alabama, Movie Gallery Inc. (Nasdaq:
MOVI) -- http://www.moviegallery.com/-- is a North American video  
rental company with more than 4,550 stores located
in all 50 U.S. states and Canada operating under the brands Movie
Gallery, Hollywood Video and Game Crazy.  The Game Crazy brand
represents 606 in-store departments and 14 free-standing stores
serving the game market in urban locations across the Untied
States.  Since Movie Gallery's initial public offering in August
1994, the company has grown from 97 stores to its present size
through acquisitions and new store openings.  It operates over
4,600 stores in the United States, Canada, and Mexico under the
Movie Gallery, Hollywood Entertainment, Game Crazy, and VHQ
banners.

Movie Gallery Inc.'s consolidated balance sheet at July 1, 2007,
showed $892 million in total assets, $1.45 billion in total
liabilities, resulting in a $560.3 million total stockholders'
deficit.

                          *     *     *

As reported in Troubled Company Reporter on Aug. 16, 2007,  
Standard & Poor's Ratings Services said it lowered its ratings,
including the corporate credit rating, on Movie Gallery Inc. to
'CC' from 'CCC+' based on the company's extremely poor liquidity
position.  At the same time, S&P lowered the ratings on the
company's bank loans and senior unsecured debt to 'CC'.  This
rating level indicates a high vulnerability to nonpayment.  The
outlook has been revised to negative.


MULTIPLAN INC: S&P Affirms B+ Counterparty Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' counterparty
credit rating on MultiPlan Inc.  The outlook remains negative.
     
At the same time, Standard & Poor's assigned a recovery rating of
'3' to its 'B+' senior secured debt ratings on Multiplan's credit
facilities, which consist of a $50 million revolving credit
facility due 2012, a $425 million term loan due 2013, and a $360
million term loan due 2013.  The recovery rating indicates the
expectation for meaningful (50%-70%) recovery in the event of a
payment default.  Proceeds from the term loans were used to
partially fund the company's acquisition by The Carlyle Group and
to fund Multiplan's acquisition of Preferred Healthcare Systems
Inc.  These transactions occurred in 2006.
     
Standard & Poor's also affirmed its 'B-' rating on MultiPlan's
$225 million 10.38% senior subordinated notes due 2016, which were
issued in connection with the company's acquisition by The Carlyle
Group.
      
"MultiPlan's ratings reflect its significant financial leverage,
marginal to weak balance sheet characteristics, and residual
integration risk associated with the company's 2006 acquisition of
PHCS," said Standard & Poor's credit analyst Joseph Marinucci.  
Offsetting factors include very good earnings profile, established
competitive position, and potential for meaningfully improved
scale.
     
The negative outlook reflects the potential for the rating to be
lowered by one notch if material operational challenges emerge in
connection with the company's integration of PHCS.  So far, the
process has been smooth, but significant migration of PHCS
accounts to Multiplan's IT platform will occur into the first half
of 2008, and that could strain the company's operations.  If
Multiplan effectively integrates the planned acquisition of PHCS,
the outlook could be revised to stable.
     
Revenue is expected to be $370 million-$380 million in 2007 and
$380 million-$390 million in 2008, and pretax income is expected
to be 5%-10%.  Debt to capital is expected to be 65%-75% and debt
to EBITDA is expected to be 5x-6x while interest coverage is
expected to be 2x-3x, which would be considered adequate for the
rating assignment.


NEWPAGE CORP: S&P Places 'B' Debt Ratings Under Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' second-lien
senior secured debt ratings on Miamisburg, Ohio-based NewPage
Corp. on CreditWatch with negative implications.  The '3' recovery
ratings are not on CreditWatch.
     
At the same time, Standard & Poor's affirmed all other ratings,
including its 'B' corporate credit rating, on NewPage, a paper
manufacturer.  The outlook is stable.
     
The rating actions follow the company's definitive agreement to
acquire Stora Enso Oyj's North American paper manufacturing
operations for $1.5 billion in cash and a $200 million seller
note.  Stora Enso will receive a 19.9% equity interest in the
combined company. The transaction is subject to regulatory
approval.
      
"The CreditWatch placement reflects the possibility that the 'B'
ratings on NewPage's second-lien notes could be lowered, given the
expected significant increase in senior secured first-lien
obligations to complete the acquisition," said Standard & Poor's
credit analyst Andy Sookram.  The affirmation of the corporate
credit rating reflects S&P's belief that the acquisition should be
modestly positive for the company's business risk profile through
substantially increased scale in a cyclical industry and potential
synergies.  NewPage expects annualized synergies of $265 million
over the next two years through facility optimization, raw
materials cost savings, and other cost savings initiatives.

Although S&P believe synergies could be achieved because SENA's
operations are complementary to NewPage's businesses, the benefit
is tempered by the risks associated with integrating a large
acquisition.
     
Debt will increase by $2.1 billion to $3.5 billion, including
debt-like obligations on a pro forma basis, and the combined
company will remain highly leveraged.  Pro forma debt to EBITDA at
around 6.7x will be slightly higher than the current
preacquisition level of 6.3x as of June 30, 2007.  NewPage has
obtained commitments for a $1.6 billion first-lien term loan to
finance the transaction.  It also plans to issue a $450 million
add-on to its second-lien notes.  The combined company will have
about 35% of the North American coated paper market, and annual
revenues of $4.1 billion.
     
The ratings on NewPage reflect its very aggressive debt leverage;
participation in mature, cyclical, and highly competitive coated-
paper markets; limited product and geographic diversity; and some
customer concentration.  The company recently benefited from the
antidumping and countervailing duties imposed by the U.S.
government on coated freesheet paper imported from Asia, and from
several facility closings that led to recent price increases.  
NewPage has an attractive customer base and a cost position that
is competitive with other North American producers.  It also
benefits from full pulp integration.


NORTHLAND AUTO: Case Summary & Seven Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Northland Auto Exchange Inc.
        1001 Laurel Street
        Brainerd, MN 56401

Bankruptcy Case No.: 07-50681

Type of business: The Debtor sells and repairs automobiles.

Chapter 11 Petition Date: September 25, 2007

Court: District of Minnesota (Duluth)

Judge: Robert J. Kressel

Debtor's Counsel: Steven H. Silton, Esq.
                  Hinshaw & Culbertson, L.L.P.
                  333 South Seventh Street, Suite 2000
                  Minneapolis, MN 55402
                  Tel: (612) 333-3434

Total Assets:        $0

Total Debts: $1,848,405

Debtor's Seven Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Midwest Bank                   Business Debt             $958,000
14986 Lynwood Drive
P.O. Box 2748
Baxter, MN 56425-9600

Chris Kurtzman                 Assignment of             $450,000
P.O. Box 587                   Judgment from
Brainerd, MN 56401-0587        First Integrity Bank

Derrick and Renee Taylor       Personally paid off       $428,000
P.O. Box 2754                  Judgment against
Baxter, MN 56425               business by
                               Peoples Bank

Erickson, Pearson & Aanes      Legal Fees                    $905

Mansfield, Tanick & Cohen,     Legal Fees                 Unknown
P.A.

Mills Motors                   Business Debt               $6,500

Pam Oil Company                Business Debt               $5,000


OAK HILL: Notes Redemption Prompts S&P to Withdraw Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A-1a, A-1b, A-2, B-1, B-2, C, D-1, and D-2 notes issued by
Oak Hill Credit Partners I Ltd., an arbitrage high-yield CLO
transaction originated Oct. 12, 2001.
     
The rating withdrawals follow the optional redemption of the notes
pursuant to section 9.2 of the indenture.  The redemption took
place on the Sept. 12, 2007, payment date.  


                      Ratings Withdrawn
   
                Oak Hill Credit Partners I Ltd.

                    Rating             Balance
                    ------             -------
           Class   To    From    Original    Current
           -----   --    ----    --------    -------
           A-1a    NR    AAA   $332,000,000    0.00
           A-1b    NR    AAA    $50,000,000    0.00
           A-2     NR    AAA   $102,500,000    0.00
           B-1     NR    AAA    $15,000,000    0.00
           B-2     NR    AAA    $13,000,000    0.00
           C       NR    AA-    $30,000,000    0.00
           D-1     NR    BB+    $20,500,000    0.00
           D-2     NR    BB+     $2,500,000    0.00

                         NR - Not rated.


OSHKOSH TRUCK: Promotes Charles L. Szews to President and COO
-------------------------------------------------------------
Oshkosh Truck Corporation has promoted Charles L. Szews from
executive vice president and chief financial officer to president
and chief operating officer of the company, effective Oct. 1,
2007.  

In addition, David M. Sagehorn was promoted from vice president
and treasurer to executive vice president, chief financial officer
and treasurer, also effective Oct. 1, 2007.

In his new capacity as COO, Mr. Szews will lead and direct all
aspects of the company's four business segments and growth
initiatives.  Since joining Oshkosh in 1996, Mr. Szews has served
as vice president and CFO, and was appointed executive vice
president in 1997.  He also served as interim president of JLG
Industries Inc. during the integration of that acquisition. In May
2007, he was named to the Oshkosh board of directors.

"It is with great pleasure that we disclose the promotion of
Charlie Szews to president and chief operating officer at
Oshkosh," Robert G. Bohn, chairman and chief executive officer,
said.  "Charlie has done a magnificent job as chief financial
officer, continuing to be a driving force in the development of
Oshkosh's business strategy, and he has guided the company to
superior operational success during the last decade.  His
promotion is another step in the organizational transformation
that Oshkosh is undertaking to drive worldwide growth and
expansion across all of our business segments."

Prior to joining Oshkosh, Mr. Szews was vice president and
controller of Fort Howard Corporation, at the time the leading
commercial tissue manufacturer in the U.S., and before that was a
senior audit manager with Ernst & Young.  He holds a bachelor's
degree from the University of Wisconsin - Eau Claire and is a
certified public accountant.

Mr. Sagehorn as EVP, CFO and treasurer, has responsibility in
directing the company's overall financial policies, well as
managing all financial functions including accounting, investor
relations, credit, insurance, tax and treasury.

"Dave is a seasoned professional whose career portfolio includes
extensive experience in business unit finance, corporate treasury
and mergers and acquisitions," Mr. Bohn said.  "We look forward to
his continued contribution and strategic leadership on the
executive team."

Mr. Sagehorn joined Oshkosh in March 2000, and subsequently
assumed roles of increasing responsibility, including director,
business development and vice president, finance for Oshkosh's
defense business before being promoted to vice president and
treasurer.

Prior to joining Oshkosh, Mr. Sagehorn worked in corporate finance
at CNH Global (formerly Case Corporation), and began his career in
public accounting.  Mr. Sagehorn holds a bachelor's degree in
accounting from the University of Wisconsin - Platteville, an MBA
from Marquette University, and is a certified public accountant.

                 About Oshkosh Truck Corporation

Headquartered in Oshkosh, Wisconsin, Oshkosh Truck Corporation
(NYSE:OSK) -- http://www.oshkoshtruckcorporation.com/-- is a  
designer, manufacturer and marketer of specialty access equipment,
military, commercial and fire and emergency vehicles and vehicle
bodies.  Founded in 1997, Oshkosh's products are valued by rental
and construction companies, defense forces, fire and emergency
units, municipal and airport support services, and concrete
placement and refuse businesses where high quality, superior
performance, rugged reliability and long-term value are paramount.

                           *     *     *

Moody's Investor Services placed Oshkosh Truck's long term
corporate family, bank loan debt and probability of default
ratings at 'Ba3'.  The outlook is stable.  These ratings were
placed in November 2006, and still hold to this date.

Standard & Poor's assigned a 'BB' rating on the company's long
term foreign and local issuer credit ratings.  The outlook is
stable.  These ratings were placed in November 2006, and still
hold to this date.


PAETEC HOLDING: Earns $6.0 Million in Second Quarter Ended June 30
------------------------------------------------------------------
PAETEC Holding Corp. reported net income of $6.0 million for the
second quarter ended June 30, 2007, compared to a net loss of
$5.8 million for the second quarter of 2006.  

Last year's reported net loss was largely attributable to the
company's leveraged recapitalization that resulted in
$14.8 million in additional expenses.  

For the second quarter of 2007, depreciation and amortization
expense was $20.9 million and interest expense was $18.5 million,
both up significantly year over year primarily from the
depreciation of a larger asset base associated with the merger of
PAETEC Corp. and US LEC Corp. on Feb. 28, 2007,, as well as
increased debt levels as a result of the transaction.

Total revenue for the second quarter of 2007 increased 89.0% to
$274.5 million from $145.6 million for the second quarter of 2006,
principally due to the addition of US LEC's results.  

Adjusted EBITDA for the second quarter of 2007 increased 109.0% to
$52.5 million over adjusted EBITDA for the second quarter 2006 of
$25.1 million.  Adjusted EBITDA margin, which represents adjusted
EBITDA as a percentage of total revenue, was 19.1% for the second
quarter of 2007 compared to an adjusted EBITDA margin of 17.3% for
the second quarter of 2006.  Network operating leverage and
merger-related synergies largely accounted for the increase in
adjusted EBITDA margins.

"Our first full quarter as a publicly traded company is one that
we are excited about.  PAETEC enjoyed the best financial quarter
in our company's history," said PAETEC chairman and chief
executive office Arunas A. Chesonis.  "We continued to see
significant growth and interest in our data and VoIP product
offerings, while also benefiting from the synergies being realized
from the US LEC merger."  

Network Services, which accounted for 83.0% of PAETEC's second
quarter 2007 total revenue, experienced strong growth, increasing
100.0% year over year to $228.0 million.  US LEC's operations,
PAETEC's fast growing MPLS VPN product, and its integrated voice
and data T1 sales all contributed to the positive results.  
Carrier Services represented 14.0% of second quarter 2007 revenues
and grew 75.0% year over year to $37.5 million, largely reflecting
the addition of US LEC's operations as well as solid 19.0%
internal growth.  Integrated Services accounted for the remaining
3.0% of second quarter revenues and experienced an 11.0% decline
year over year.

At June 30, 2007, the company's consolidated balance sheet showed
$1.10 billion in total assets, $967.8 million in total
liabilities, and $128.9 million 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?23b1  

                        Integration Update

Integration efforts related to the US LEC merger to date have
focused on network consolidation, the segmentation of sales
distribution channels, the rebranding of marketing materials, and
the integration of job functions and personnel policies.  The
majority of synergies were expected from savings in network costs
and streamlining of certain SG&A components, which have largely
been completed.  PAETEC continues to expect that it will be able
to realize a total of $25.0 million in merger-related synergies
for 2007, as well as an additional $15.0 million for 2008.

"Integration with the former US LEC is proceeding very well, with
several milestones – such as the June merger of our respective
data networks – occurring faster than anticipated," said EJ Butler
Jr., chief operating officer for PAETEC.  "Our focus now and for
the balance of the year is on the integration of systems, back
office processes, and employee training.  Continued progress
should bring the availability of our entire product suite over the
combined company footprint during the fourth quarter."

                       Capital Expenditures

PAETEC continues to invest in the enhancement of its network and
product offerings.  Capital expenditures for the second quarter of
2007 increased to $21.0 million, or 8.0% of total revenue, from
$9.8 million, or 7.0% of total revenue, for the second quarter of
2006.  Capital expenditures for second quarter 2007 were
associated with investments in the PAETEC network, including
expansion in the switching and information technology
infrastructure.

               Cash flow, Financing, and Liquidity

PAETEC reported second quarter 2007 free cash flow of
$31.5 million, which increased 106.0% from $15.3 million in the
second quarter of 2006.  PAETEC also ended the quarter with a cash
balance of $84.5 million, up from a first quarter of 2007 level of
$53.4 million, largely due to increased cash flow from operations
as well as cash received from the exercise of stock options.  Cash
flow provided by operations was $36.0 million in second quarter
2007 and $3.7 million used in operations in the second quarter of
2006.

As of June 30, 2007, PAETEC's $50.0 million revolver remained
undrawn and $798.0 million was outstanding under its credit
facility term loan.  On July 10, 2007, PAETEC closed on two
advantageous financing transactions that did not result in any
increase in total debt.  PAETEC completed its sale of
$300.0 million 9.5% Senior Notes due 2015 and used the proceeds
from this issue to pay down its existing term loan from $798.0 to
$498 million.  In conjunction with the paydown, PAETEC amended its
existing credit facility to consist of a $50.0 million revolver
and a $500.0 million term loan.

                       About PAETEC Holding

Headquartered in Fairport, New York, PAETEC Holding Corp.
(NasdaqGS: PAET) -- http://www.paetec.com/-- fka US LEC Corp.  
offers a comprehensive suite of IP, voice, data and Internet
services, as well as enterprise communications management
software, network security solutions, CPE, and managed services.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 19, 2007,
Standard & Poor's Ratings Services affirmed the ratings on
Fairport, New York-based competitive local exchange carrier PAETEC
Holding Corp., including the 'B' corporate credit rating.  The
outlook is positive.


PAETEC HOLDING: Signs Agreement to Merge with McLeodUSA
-------------------------------------------------------
PAETEC Holding Corp., McLeodUSA Inc. and PS Acquisition Corp., a
direct wholly owned subsidiary of PAETEC, entered into an
Agreement and Plan of Merger, dated as of Sept. 17, 2007.   

Pursuant to the merger agreement, the PAETEC subsidiary will merge
into McLeodUSA, with McLeodUSA surviving the merger as a direct
wholly owned subsidiary of PAETEC.

Subject to the terms and conditions of the merger agreement, upon
the completion of the merger, each outstanding share of McLeodUSA
common stock will be automatically converted into and become the
right to receive 1.30 shares of PAETEC common stock.  The exchange
ratio is fixed and will not be subject to any increase or decrease
based on changes in the trading price of the PAETEC common stock
or in the fair market value of the McLeodUSA common stock between
execution of the merger agreement and the merger closing.

McLeodUSA stock options will be assumed by PAETEC upon completion
of the merger and converted into options to purchase shares of
PAETEC common stock.  The number of shares issuable upon exercise
of the assumed options and the option exercise prices will be
adjusted to give effect to the merger exchange ratio.

About 40,000,000 shares of PAETEC common stock will be issued to
holders of McLeodUSA common stock outstanding as of the date of
the merger agreement.  As of the same date, McLeodUSA had
outstanding options to purchase about 2,700,000 shares of the
company's common stock.  PAETEC's offering of the merger shares
will be registered with the Securities and Exchange Commission
under the Securities Act of 1933.

The merger is intended to be treated as a tax-free reorganization
for federal income tax purposes.

                     Board Membership Agreement

Pursuant to the merger agreement and a board membership agreement,
PAETEC will grant board membership and board observer rights to
McLeodUSA stockholders consisting of investment funds managed by
Wayzata Investment Partners LLC and investment funds and entities
advised by Fidelity Management & Research Company and its
affiliates.  The Wayzata funds will be entitled to designate one
individual for appointment or nomination for election as a PAETEC
director, while the Fidelity funds will have the right to attend
PAETEC board meetings as an observer.  These rights will terminate
on the second anniversary of the merger closing date or, if
earlier, on the date on which the applicable funds cease to own at
least 50% of the PAETEC shares they will acquire in the merger.

Under the merger agreement, PAETEC is obligated to use
commercially reasonable best efforts to enter into a registration
rights agreement as of the merger closing date with the Fidelity
funds and the Wayzata funds, pursuant to which PAETEC will grant
the funds demand, shelf and piggyback registration rights
specified in an exhibit to the merger agreement with respect to
the PAETEC shares the funds will acquire in the merger.  The
exercise of the registration rights will be subject to
limitations, qualifications and conditions.

McLeodUSA's board of directors has unanimously adopted resolutions
recommending adoption of the merger agreement and approval of the
transactions contemplated by its stockholders.  

On Sept. 27, 2007, institutional holders of McLeodUSA common stock
representing a majority of the voting power of the outstanding
McLeodUSA common stock, including the Wayzata funds and the
Fidelity funds, delivered to PAETEC written consents adopting the
merger agreement and approving the merger.  PAETEC's board of
directors has adopted resolutions unanimously approving the
issuance of PAETEC common stock in the merger pursuant to the
merger agreement and the submission of this matter to PAETEC's
stockholders for approval at a stockholder meeting in accordance
with the NASDAQ Marketplace Rules.

Each company has agreed not to solicit proposals relating to
alternative business combination transactions or, subject to
specified exceptions and for a specified period, to enter into
discussions or an agreement concerning, or provide confidential
information in connection with, any unsolicited proposals for
alternative business combination transactions.

                       Customary Conditions

Completion of the merger is subject to customary conditions,
including required approvals of PAETEC and McLeodUSA stockholders,
receipt of regulatory approvals, and the absence of any law or
order prohibiting the closing.  Consummation of the merger also is
subject to the repayment, as of or concurrently with the closing,
of McLeodUSA's outstanding 10-1/2% senior second secured notes due
2011, of which about $104 million in principal amount is currently
outstanding.  Each party's obligation to complete the merger is
subject to additional conditions, including the accuracy of the
representations and warranties of the other party, material
compliance of the other party with its covenants, and the absence
of any continuing material adverse change affecting the other
party.

                        Termination Rights

The merger agreement contains certain termination rights for both
PAETEC and McLeodUSA and further provides that, upon termination
of the merger agreement under specified circumstances, each
company may be required to pay the other company a termination fee
of $14 million plus reasonable out-of-pocket expenses incurred by
the other company in an amount not to exceed $500,000.

The merger agreement provides that the merger must be completed on
or before 150 days after the merger agreement date, subject to a
30-day extension for specified reasons.  The companies will not be
required to complete the merger before Jan. 10, 2008.

                        Lock-Up Agreements

With the execution of the merger agreement, PAETEC entered into
agreements with the Fidelity funds, the Wayzata funds and
Jefferies High Yield Trading, LLC, which collectively own about
67% of the outstanding McLeodUSA common stock as of the date of
the merger agreement.  These stockholders have agreed not to sell
or otherwise dispose of their McLeodUSA shares during the period
ending on the merger closing date or their PAETEC merger shares
during the 90-day period following the merger closing date.

                        Voting Agreements

With the execution of the merger agreement, PAETEC entered into
voting agreements with:

   -- McLeodUSA,

   -- Arunas A. Chesonis, PAETEC's Chairman and Chief Executive
      Officer,

   -- Keith M. Wilson, a director of PAETEC and PAETEC's Executive
      Vice President and Chief Financial Officer,

   -- Edward J. Butler, who is PAETEC's Executive Vice President
      and Chief Operating Officer, and

   -- Mark Zupan, Williams R. McDermott and H. Russell Frisby,
      Jr., PAETEC directors.

Pursuant to the voting agreement, among other things, the
foregoing individuals have agreed to vote all of their shares of
PAETEC common stock in favor of PAETEC's issuance of its common
stock in the merger pursuant to the merger agreement.  The PAETEC
security holders who are parties to the voting agreements
collectively own about 7.2% of PAETEC's common stock outstanding
as of the date of the merger agreement.  The agreements permit the
disposition before PAETEC's stockholder meeting of a specified
number of shares subject to the voting obligations of each of the
foregoing PAETEC executive officers and directors.

                       About McLeodUSA Inc.

McLeodUSA Inc., http://www.mcleodusa.com/-- headquartered in  
Hiawatha, Iowa, provides integrated voice and data services to
small and medium-sized business in nearly 500 cities throughout
the Midwest, Rocky Mountain, Southwest and Northwest regions.

The Debtor and its affiliates filed for chapter 11 protection on
Oct. 28, 2005 (Bankr. N.D. Ill. Case Nos. 05-53229 through 05-
63234).  Peter Krebs, Esq., and Timothy R. Pohl, Esq., at Skadden,
Arps, Slate, Meagher and Flom, represented the Debtors during
their restructuring efforts.  Judge Squires confirmed the Debtors'
Joint Prepackaged Plan of Reorganization on Dec. 16, 2005, and
that plan took effect on Jan. 6, 2006.

McLeodUSA Inc. previously filed for chapter 11 protection on
Jan. 30, 2002 (Bankr. D. Del. Case No. 02-10288).  The Court
confirmed the Debtor's chapter 11 plan on April 5, 2003, and
that Plan took effect on April 16, 2002.  The Court formally
closed that case on May 20, 2005.

                       About PAETEC Holding

Headquartered in Fairport, New York, PAETEC Holding Corp. (NASDAQ:
PAET) -- http://www.paetec.com/-- fka US LEC Corp. is a full   
service provider of Internet protocol, data and voice solutions to
medium-sized and large businesses and enterprise organizations
throughout 16 eastern states and the District of Columbia.  The
company provides a range of voice and high-speed data network
services on a retail basis to its end-user business and
institutional customers.  In addition, PAETEC offers a range
of voice and high-speed data carrier services to other
telecommunications companies.  Its service offerings include core
voice and data services, application services, network integration
services and managed services.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 19, 2007,
Standard & Poor's Ratings Services affirmed the ratings on
PAETEC Holding Corp., including the 'B' corporate credit rating.  
The outlook is positive.  The action follows PAETEC's announcement
of a definitive agreement to acquire McLeodUSA Inc.


PASCACK VALLEY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Pascack Valley Hospital Association, Inc.
        250 Old Hook Road
        Westwood, NJ 07675

Bankruptcy Case No.: 07-23686

Type of Business: The Debtor operates a full-service, 291-bed
                  non-profit medical facility, part of a system
                  of healthcare affiliates known as the Well
                  Care Group, Inc., which provides a full
                  range of the most advanced, technically
                  specialized healthcare services available.
                  See http://www.pvhospital.org/

Chapter 11 Petition Date: September 24, 2007

Court: District of New Jersey (Newark)

Judge: Rosemary Gambardella

Debtor's Counsel: Jack M. Zackin, Esq.
                  Simon Kimmelman, Esq.
                  Valerie A. Hamilton, Esq.
                  Sills Cummis Radin Tischman
                  Epstein & Gross, P.C.
                  One Riverfront Plaza
                  Newark, NJ 07102
                  Tel: (973) 643-6975
                  Fax: (973) 643-6281

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  More than $1 Million

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


PIERRE FOODS: Possible Default Prompts Moody's to Review Ratings
----------------------------------------------------------------
Moody's Investors Service placed Pierre Foods, Inc.'s long term
ratings on review for possible downgrade, and lowered the
company's Speculative Grade Liquidity Rating to SGL-4 from SGL-2.

The company's LGD Assessments are also subject to change.

The downgrade to SGL-4 and review for possible downgrade of the
long term ratings were triggered by the company's announcement on
September 21, 2007 that it expects to be in default of the
consolidated leverage ratio covenant in its senior credit facility
for the second quarter ended September 1, 2007.  Additionally,
these rating actions reflect weaker than anticipated cash flow
from operations and Moody's expectation that this weakness will
persist over the intermediate term. The company is currently
working with its lenders under the credit facility to obtain a
waiver and amendment to the agreement.

The SGL-4 rating reflects the significantly-weakened liquidity as
a result of the expected covenant violation and Moody's
expectation that the company will likely need to borrow under the
credit facility over the next twelve months to fund seasonal
working capital requirements and capital spending needs during a
period of weakened cash flow from operations.

Despite revenue growth, mostly related to the acquisitions of
Clovervale Farms, Inc and Zartic, Inc. assets in 2006, the
company's earnings have deteriorated due to significant increases
in raw material prices, largely chicken, certain one-time costs
associated with the acquisition of Zartic, and lower yields at
certain manufacturing facilities.

Moody's review will focus on:

    1) the company's ability to obtain a waiver and amendment to
       its credit facility;

    2) the company's ability to offset rising raw material costs
       and improve profitability through price increases and
       recently-initiated operational improvement initiatives;

    3) the company's ability to reduce debt and leverage in line
       with expectations.

These ratings were placed on review for possible downgrade:

    * B1 corporate family rating

    * B1 probability-of-default rating

    * Ba3 on the $40 million senior secured revolving credit
      facility maturing 2009

    * Ba3 on the $227 million senior secured term loan facility
      maturing 2010

    * B3 on the $125 senior subordinated notes, maturing 2012

The Speculative Grade Liquidity rating was lowered to SGL-4 from
SGL-2.

Pierre Foods, Inc. is a manufacturer and marketer of high-quality,
differentiated processed food solutions, focusing on formed, pre-
cooked protein products and hand-held convenience sandwiches, had
revenues of approximately $540 million in the LTM period ended
June 2, 2007.  Pierre Foods was purchased by Madison Dearborn
Partners and certain members of Pierre's management on June 30,
2004.  The Company's headquarters are in Cincinnati, Ohio.


R&G FINANCIAL: Fitch Junks Issuer Default Rating
------------------------------------------------
Fitch has downgraded the Long-term Issuer Default Rating of R&G
Financial Corporation to 'CCC' from 'BB-'.  Further, R&G has been
placed on Rating Watch Negative.  In addition, the Long-term IDR
of R-G Premier Bank has been downgraded to 'B' from 'BB-'.

R&G recently issued a press release detailing uncertainties
regarding relationships with certain government agencies and GSEs,
along with uncertainties related to the near-term renewal of two
credit facilities.  Further, R&G indicated the need to take
mortgage impairment charges and provisions for construction loans
in 3Q07.  Audited financial statements still have not been
released and financial metrics for 1H07 (based on regulatory
filings) compare unfavorably to other financial institutions in
the BB range.  In particular, R&G posted sizable losses in 1H07,
its asset quality problems continued to mount and its capital
position remains comparatively weak.  Within the R&G organization,
R&G Premier Bank has had comparatively better results.  
Nevertheless, it too has been faced with declining financial
performance and rising non-performers.

Resolution of the Rating Watch Negative will be driven by these
factors: repayment and/or renegotiation of credit facilities, the
issuance of up-to-date, audited financial statements, resolution
of regulatory and other government-related issues, as well as
greater clarity regarding the potential negative impact of an SEC
investigation and shareholder class action suit.  Furthermore, a
stabilization of R&G's operating performance and overall financial
position would have to be attained.

The ratings of R-G Crown Bank remain on Rating Watch Positive due
to the pending sale to Fifth-Third Bancorp.  The majority of
proceeds from this sale are earmarked to redeem Series A
preferred.  Even after this redemption, a high level of trust
preferred securities and preferred stock will remain in R&G's
capital structure.  Remaining proceeds from the sale of R-G Crown
should give R&G greater financial flexibility to fund a potential
obligation associated with an ongoing shareholder class action
lawsuit.

These ratings have been downgraded and are on Rating Watch
Negative:

R&G Financial Corporation

  -- Long-term IDR to 'CCC' from 'BB-';
  -- Preferred stock to 'CC/RR5' from 'B-';
  -- Individual to 'D/E' from 'D';

R-G Premier Bank

  -- Long-term IDR to 'B' from 'BB-';
  -- Long-term deposits to 'B+/RR3' from 'BB';
  -- Individual to 'D/E' from 'D'.

R&G Mortgage

  -- Long-term IDR to 'CCC' from 'BB-''.

These ratings have been placed on Rating Watch Negative:

R-G Premier Bank

  -- Short-term IDR 'B';
  -- Short-term Deposits 'B'

These ratings are affirmed:

R&G Financial Corporation

  -- Support at '5'.

R-G Premier Bank

  -- Support '5'.

These ratings are on Rating Watch Positive:

R-G Crown Bank

  -- Long-term IDR 'BB-';
  -- Long-term deposits 'BB';
  -- Individual 'D';
  -- Short-term Issuer 'B';
  -- Short-term Deposits 'B';
  -- Support at '5'.


S-TRAN HOLDINGS: Court OKs Lockton as Insurance Litigation Expert
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave S-Tran Holdings Inc. and its debtor-affiliates authority to
employ Lockton Companies LLC as their insurance litigation expert.

On May 12, 2007, the Debtors filed with the Court a complaint for
turnover, violation of automatic stay, unauthorized postpetition
transfer, breach of contract and breach of fiduciacy duty againts
Protective Insurance Company.

In the complaint, the Debtors make several allegations regarding
prepetition and postpetition activities of Protective Insurance,
including, among others:

   i. approximatley $4 million in estate assets as collateral that
      allegedly represents an estimated reserve with respect to
      the insurance claims that could reasonable be expected to be
      paid by Protective Insurance under the policies.

  ii. Protective Insurance has settled numerouse pending claims     
      without the prior approval of the Debtors and in excess of
      the legitimate value of the claims, since the Debtors'
      bankruptcy filing.

As the Debtors' insurance litigation expert, the firm is expected
to provide:

   a. analysis of approximately 10 worker's compensation claims
      that have been settled and paid by the Protective Insurance  
      after the Debtors' bankruptcy filing;

   b. analysis of the current collateral held by Protective
      Insurance to determine if a reasonable reduction in the held
      collateral is appropriate; and

   c. expert testimony in support of the conclusion  reached in
      its analysis.

For this engagement, the Debtors will pay the firm a flat fee of
$5,000 for the claims analysis and $25,000 for the collateral
analysis.

To the best of the Debtors' knowledge the firm does not hold any
interests adverse to the Debtors' estate and is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

                      About S-Tran Holdings

Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provides common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second day
service to shippers in 11 states in the Southeast and Midwestern
United States.  The Company and its debtor-affiliates filed for
chapter 11 protection on May 13, 2005 (Bankr. D. Del. Case No.
05-11391).  Laura Davis Jones, Esq. at Pachulski Stang Ziehl &
Jones LLP represents the Debtors in their restructuring efforts.  
Donald A. Workman, Esq., at Foley & Lardner LLP represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$22,508,000 and total debts of $30,891,000.


S-TRAN HOLDINGS: Wants Exclusive Plan Filing Moved to December 3
----------------------------------------------------------------
S-Tran Holdings Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware to further
extend the exclusive periods to:

   a. file a Chapter 11 plan until Dec. 3, 2007; and

   b. solicit acceptances of that plan unitl Feb. 4, 2008.

The Debtors need more time to analyze information regarding
potential asset recoveries, including, additional accounts
receivables and other amounts.

The Debtors discloses that it filed a complaint with the
Court against Protective Insurance Company seeking turnover of
substantial amount of collateral.

The Debtors report that they received up to $800,000 from
settlements of preference claims.

The Debtors assure the Court that the extension is not to delay
the administration of their cases and pressure their creditors to
accept unsatisfactory plan.

The Court will convene a hearing on Oct. 3, 2007, at 1:30 p.m.,
824 Market St., 5th Floor, Courtroom #5, to consider the Debtors'
request for extension.

                      About S-Tran Holdings

Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provides common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second day
service to shippers in 11 states in the Southeast and Midwestern
United States.  The Company and its debtor-affiliates filed for
chapter 11 protection on May 13, 2005 (Bankr. D. Del. Case No.
05-11391).  Laura Davis Jones, Esq. at Pachulski Stang Ziehl &
Jones LLP represents the Debtors in their restructuring efforts.  
Donald A. Workman, Esq., at Foley & Lardner LLP represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$22,508,000 and total debts of $30,891,000.


SANTA ROSA: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Santa Rosa Energy Center, LLC
        fka CES Marketing VIII, LLC
        50 West San Fernando Street
        San Jose, CA 95113

Bankruptcy Case No.: 07-12967

Type of Business: The Debtor is a subsidiary of Calpine
                  Corporation, which filed for Chapter 11
                  protection on Dec. 20, 2005 along with its
                  debtor-affiliates (Bankr. S.D.N.Y. Lead
                  Case No. 05-60200).  Like its affiliates,
                  the Debtor operates a power plant.

Chapter 11 Petition Date: September 20, 2007

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtor's Counsel: Edward Sassower, Esq.
                  Kirkland & Ellis LLP
                  153 East 53rd Street
                  Citigroup Center
                  New York, NY 10022-4611
                  Tel: (212) 446-4733
                  Fax: (212) 446-4900

Estimated Assets: Less than $10,000

Estimated Debts:  Less than $10,000

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


SERVICE CORP: S&P Holds BB Rating and Revises Outlook to Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Houston,
Texas-based death care products and services company Service Corp.
International to stable from negative.  S&P also affirmed the
ratings on Service Corp., including the 'BB' corporate credit
rating.  The outlook revision reflects the company's synergies
achieved from the Alderwoods integration, its greater-than-
expected asset sales, and S&P's expectation that the financial
risk profile will remain appropriate for the rating.
     
"The ratings on Service Corp. reflect the company's leading
position in a competitive industry that is characterized by
generally flat business trends with few near-term growth prospects
and a rising consumer preference for lower cost services," said
Standard & Poor's credit analyst Rivka Gertzulin.  "These risks
are partially mitigated by the company's large base of operations,
which affords it scale efficiencies, and significant pre-need
revenue that is the source for about one-third of the company's
funeral volume."
     
With about $2.3 billion of annual sales with the completion of the
Alderwoods acquisition, Service Corp. is by far the nation's
largest cemetery and funeral home operator.  The company and its
affiliates operate about 1,600 funeral homes and 400 cemeteries in
North America and own minority interests in funeral operations
outside North America.  The industry is extremely fragmented, with
many small regional competitors, except for Stewart Enterprises
Inc., which is now a distant second in size to Service Corp.


SOLUTIA INC: Opens Saflex Business Facility in Suzhou, China
------------------------------------------------------------
Solutia Inc. celebrated the grand opening of its new plant in
Suzhou, China. The plant is a manufacturing site for the company's
Saflex(r) business. Saflex is the producer and seller of polyvinyl
butyral interlayers.  The Suzhou plant site is suited for future
expansion of Saflex and for other Solutia businesses.

"Solutia is committed to growth in China, and this new plant is a
very significant symbol of that commitment," Jeff Quinn, chairman,
president and CEO of Solutia Inc., said.  "While Solutia has made
a number of major capital investments in its businesses through
the years, this is the first entirely new plant we have built from
the ground up.  We will continue to devote substantial resources
to seizing the growth opportunities in China across each of our
businesses."

The plant has been developed as a full-scale facility that
produces Saflex interlayer for the automotive market, with room
for future capacity to serve the architectural market as well.  
The manufacturing line is designed to produce approximately 10
million square meters of Saflex interlayer per year, with space
for further expansion as market growth requires more capacity.

"Global demand for Saflex interlayers continues to rise around the
world, especially in China," Dr. Luc De Temmerman, president of
Solutia's Saflex business, said.  "This new plant improves our
ability to serve the needs of laminators and glass fabricators
serving the rapidly growing Chinese automotive industry and the
broader Asia-Pacific markets.  We look forward to collaborating
with these customers, and believe the new Suzhou plant will
support significant growth in the laminated glass market."

Saflex customers who participated in the opening ceremony included
senior representatives from the Fuyao Glass Industries Group and
Xinyi Glass Holdings Limited, well as key representatives from
major multinational customers and many Chinese laminators.

In addition to the Suzhou plant, Solutia's Saflex presence in the
Asia-Pacific region includes a regional customer service center
and finishing and distribution center in Singapore, well as sales
offices across the region.  This infrastructure continues to
provide the high level of logistical support and customer service
that customers have come to expect from Saflex.

                       About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the  
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  Saflex is a
registered trademark of Solutia Inc.  The company and 15 debtor-
affiliates filed for chapter 11 protection on Dec. 17, 2003
(Bankr. S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.

Solutia is represented by Allen E. Grimes, III, Esq., at
Dinsmore & Shohl, LLP and Conor D. Reilly, Esq., at Gibson,
Dunn & Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims
and noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff,
Esq., and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld
LLP represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Disclosure Statement hearing began on
July 10, 2007.  The Debtors have asked the Court to extend their
exclusive plan filing period to Dec. 31, 2007.


SPX CORPORATION: Moody's Withdraws Ba1 Rating on Credit Facilities
------------------------------------------------------------------
Moody's Investors Service has withdrawn its Ba1 (LGD4, 53%)
ratings for SPX's recently terminated bank credit facilities that
had a November 2010 maturity date.  These facilities have been
replaced by $2.3 billion in bank credit facilities that became
effective September 21, 2007.  The new bank credit facilities are
not rated by Moody's.

At the same time, Moody's affirmed the company's Ba1 corporate
family rating.  The outlook is stable.

The ratings for the senior unsecured notes reflect both the
overall probability of default of the company, to which Moody's
assigns a PDR of Ba1, and a loss given default of LGD 5.  The Ba2
rating assigned to the $49.5 million senior unsecured notes (rated
one notch below the corporate family rating) are the most junior
obligations in SPX's capital structure.

These ratings/assessments were affected by this action:

    * Corporate family rating affirmed at Ba1;

    * Probability of default rating affirmed at Ba1;

    * $21.3 million senior unsecured notes due 2011 at
      Ba2 (LGD5, 80%) from Ba2 (LGD6, 96%);

    * $28.2 million senior unsecured notes due 2013 at
      Ba2 (LGD5, 80%) from Ba2 (LGD6, 96%);

The company's speculative grade liquidity rating of SGL-1 is
unchanged.

SPX Corporation, headquartered in Charlotte, North Carolina, is a
global, multi-industry company providing a diverse array of
products and services across its four business segments: thermal
equipment and services, flow technology, test and measurement, and
industrial products and services.  Revenues for the twelve months
ended June 30, 2007 totaled almost $4.5 billion.


STANDARD PACIFIC: Fitch Rates Proposed $100MM Sr. Notes at B
------------------------------------------------------------
Fitch Ratings has assigned a 'B' rating to Standard Pacific
Corp.'s proposed $100 million convertible senior subordinated
notes due 2012.  The principal amount of the notes will be
convertible into shares of the company's common stock, cash, or a
combination of stock and cash, at the option of Standard Pacific.

In connection with the notes offering, the company also plans to
enter into convertible note hedge transactions to reduce the
potential dilution to the holders of Standard Pacific's stock upon
conversion of the notes.  The company intends to use the proceeds
of the notes offering to repay a portion of outstanding debt under
its revolving credit facility and pay the cost of the convertible
note hedge transactions.  In consideration of the proposed notes
offering, Standard Pacific's Board of Directors eliminated the
company's quarterly cash dividend, which will save the company
approximately $10 million per year.

Fitch does not expect Standard Pacific's leverage ratio to be
significantly higher following the completion of the notes
offering as some  of the proceeds will be used to pay down a
portion of the company's revolving line of credit, which had
$256.5 million outstanding at June 30, 2007.  Moreover, the
company may also use the cash saved from the elimination of the
quarterly cash dividend for debt reduction.  The issuance of
subordinated debt and the subsequent paydown of some of the
outstanding balance under the revolving credit facility should
also increase the borrowing capacity under the company's revolving
credit facility.  As of June 30, 2007, the company had $256.9
million of borrowing base availability under its revolving credit
facility.

On August 28, 2007, Fitch downgraded Standard Pacific's IDR and
senior unsecured ratings from 'BB' to 'BB-' and its senior
subordinated debt from 'B+' to 'B' and kept the Rating Outlook at
Negative.  The downgrades reflect the current difficult U.S.
housing environment, negative trends in Standard Pacific's
operating margins, meaningful deterioration in credit metrics
(particularly interest coverage and debt/EBITDA ratios) and
slimming of its liquidity cushion.

Recently, Standard Pacific completed amendments to its revolving
credit facility and term loans.  The amendments provide the
company with additional operating flexibility under the
facilities' borrowing base, consolidated tangible net worth, and
minimum interest coverage covenants.  However, the amendments will
tighten the leverage covenant over time, and reduced the total
commitment available under the revolver from $1.1 billion to $900
million and the outstanding principal amount of the Term Loan B
from $250 million to $225 million.  

The reduced revolving credit facility should be sufficient at this
time to fund working capital needs as the company moderates land
acquisitions and pursues a positive cash flow generation strategy.

The Negative Outlook for Standard Pacific reflects a more
challenging outlook for homebuilders during the balance of
calendar 2007 and probable future weakening in the housing market
in 2008.  Fitch has also taken into account the current and
expected near-term deterioration in credit metrics which are
similar to the trends being experienced by others in the industry
and persistent high cancellation rates which add to speculative
inventory totals.

Future ratings and outlooks will be influenced by broad housing
market trends as well as company specific activity, such as land
and development spending, general inventory levels, speculative
inventory activity (including the impact of high cancellation
rates on such activity), gross and net new order activity, debt
levels and free cash flow trends and uses.

The ratings for Standard Pacific take into account the company's
successful execution of its business model, relatively
conservative land policies and geographic and product line
diversity.  The company has been an active consolidator in the
homebuilding industry which has contributed to the past above
average growth, but has kept debt levels a bit higher than its
peers in recent years.  Management has also exhibited an ability
to quickly and successfully integrate its acquisitions.  In any
case, now that the company has reached current scale there may be
somewhat less use of acquisitions going forward and acquisitions
may be smaller relative to Standard Pacific's current size.  It is
unlikely that Standard Pacific will make an acquisition over the
coming year.

Standard Pacific employs conservative land and construction
strategies.  The company typically options or purchases land only
after necessary entitlements have been obtained so that
development or construction may begin as market conditions
dictate.  The company extensively uses a combination of lot
options and JVs.  The use of non-specific performance rolling
options gives Standard Pacific the ability to renegotiate
price/terms or void the option which limits down side risk in
market downturns and provides the opportunity to hold land with
minimal investment.  At present 16% of its lots are controlled
through options and 22.8% are controlled in JVs.  

Fitch views Standard Pacific's partnerships and joint ventures to
be strategically and financially material to the company's
operations.  However, the manageable leverage levels and the
supply of land in attractive markets held in the partnerships
mitigate this risk to some extent.  The company's unconsolidated
homebuilding and land development joint ventures leverage was
54.7% at the end of the 2007 second quarter. Standard Pacific's
consolidated homebuilding leverage was 55.5%.  Adjusting for off-
balance sheet commitments, Standard Pacific's adjusted
homebuilding debt to adjusted capital was 61.7%.  Fitch expects
the company to continue to reduce the level of investment in
inventories and to use the cash generated to pay down debt and
reduce leverage to the lower end of its target range of 45%-55% by
year-end 2007.   


STANDARD PACIFIC: Moody's Rates Proposed $100 Million Notes at B2
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed new
$100 million of convertible senior subordinated notes due 2012 of
Standard Pacific Corp, proceeds of which will be used initially to
pay down the company's revolver.  At the same time, Moody's
affirmed all of the company's existing ratings, including its
corporate family rating of Ba3, senior unsecured notes rating of
Ba3, and senior sub debt rating of B2.  The ratings outlook was
changed to negative from stable.

The negative outlook is based on the fact that current industry
conditions are far worse and likely to last far longer than
earlier expected.  As a result, the business risk for all
homebuilders, including Standard Pacific, has ratcheted up
considerably.  To counterbalance this increased business risk, the
company (and its peers) need to lessen the financial risk.  
Financial risk, however, appears to have grown apace, as most of
the company's key financial benchmarks continue to deteriorate
rapidly, particularly interest coverage, gross margins, and
returns.  In addition, the company's substantial off-balance sheet
joint venture exposure remains a source of continuing concern.

Offsetting this somewhat are these strengths that Standard Pacific
has been able to demonstrate, even in the face of the industry's
difficulties:

    1. While the company, like many of its peers, has turned cash
       flow positive on a trailing twelve month basis, it has
       accomplished this, unlike most of its peers, largely
       through inventory reductions rather than from one-time
       sources.

    2. Standard Pacific's cash flow generation has exceeded
       projections—both those of the company and of Moody's.

    3. The company's California operations continue to outperform
       the competition, registering order growth (albeit on weak
       comparisons) and profitability (before impairment and
       option abandonment charges).  The company's move-up buyer
       segment in coastal areas of California seems to be able to
       withstand the mortgage maelstrom more easily than the
       competition's first-time buyer segment in the Inland Empire
       and other non-coastal areas.

Going forward, the ratings outlook could stabilize if the company
were to continue to expand its positive cash flow generation and
use the cash to augment liquidity and/or pay down debt.  The
company's ratings could come under pressure if debt leverage
remains above 55%, if cash flow on a trailing twelve month basis
were to turn negative, or if interest coverage were to drop below
1.5x on a trailing twelve month basis.

Headquartered in Irvine, California and begun in 1966, Standard
Pacific Corp. constructs and sells single-family attached and
detached homes, with homebuilding operations located in
California, Texas, Arizona, Colorado, Florida, North and South
Carolina, and Nevada.  Revenues and net income (including all
charges) for the trailing twelve month period ended June 30, 2007
were approximately $3.5 billion and $(274) million, respectively.


STAR GAS: S&P Affirms B- Corporate Credit Rating
------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on heating oil distributor Star Gas Partners LP.  
The affirmation follows annual surveillance on the company and
incorporates S&P's expectation for improving financial performance
over the next year.  The outlook is stable.
     
As of June 30, 2007, Stamford, Connecticut-based Star Gas had
total debt of $216.9 million, adjusted for capitalized operating
leases and tax-effected pension and postretirement obligations.
     
The rating on Star Gas reflects the partnership's vulnerable
business risk profile and highly leveraged financial risk profile.  
The rating Star Gas' historically high customer attrition rate,
declining heating oil sales across the industry, exposure to
volatile commodity prices, and the financial risks of its master
limited partnership structure.  

These weaknesses are slightly moderated by recent improvements in
the company's customer contract mix, lower leverage related to the
partnership's 2006 recapitalization, and improved financial
measures through June 30, 2007.
      
"The vulnerable business risk profile acknowledges declining
demand in the heating oil industry and the fact that heating oil
distributors operate in a highly competitive environment, with few
switching costs or barriers to entry to impede customer
attrition," said Standard & Poor's credit analyst Michael Messer.  
Given generally unfavorable industry conditions, Standard & Poor's
expects that Star Gas' customer base will continue to decline over
time, absent acquisitions.
      
"Growth through acquisitions raises credit concerns, because it
may not be sustainable in the long run," he continued.
     
The outlook on Star Gas is stable.  The stable outlook reflects
S&P's expectation that the company will maintain its current
financial metrics.  The outlook could be revised to positive if
the company sustains its current financial profile through the
next winter heating season and executes well on its revised
acquisition plans.  The outlook could be revised to negative if
financial measures weaken due to increased customer attrition,
cash flow underperformance, unsuccessful hedging of commodity
prices, or weaker-than-expected results from acquisitions.


STAR MORTGAGE: Fitch Rates $1.166MM Class B5 Certs. at B
--------------------------------------------------------
Fitch has rated STARM Mortgage Loan Trust series 2007-4
residential mortgage pass-through certificates as:

  -- $826,124,200 classes 1A1, 1A2, 2A1, 2A2, 2A3, 2X, 3A1,
     3A2, 4A1, 4A2, R and RC, ,'AAA'; ('senior certificates')
  -- $23,942,000 class M, 'AA+';
  -- $4,431,000 class B1, 'AA';
  -- $6,996,000 class B2, 'A';
  -- $2,721,000 class B3, 'BBB';
  -- $4,275,000 privately offered class B4, 'BB'; and
  -- $1,166,000 privately offered class B5, 'B';

The 'AAA' rating on the senior certificates reflects the 6.00%
subordination provided by the 3.08% class M, the 0.57% class B1,
the 0.90% class B2, the 0.35% class B3, the 0.55% privately
offered class B4, the 0.15% privately offered class B5 and the
0.40% privately offered class B6.

The ratings also reflect the quality of the underlying collateral,
the strength of the legal and financial structures, and the master
servicing capabilities of Wells Fargo Bank, N.A., which is rated
'RMS1' by Fitch Ratings.  All of the mortgage loans were
originated by SunTrust Mortgage, Inc.

As of the cut-off date, Sept. 1, 2007, the pool of loans consists
of 1,198 recently originated interest only and conventional
hybrid, adjustable-rate, fully amortizing Mortgage Loans secured
by first liens in one- to four-family residential real properties.  
Generally, the Mortgage Loans accrue interest at a fixed rate
during an initial period from their respective dates of
origination and thereafter provide for adjustment of their
interest rate on an annual interest rate Adjustment Date to a rate
based on an index plus a fixed margin.

The mortgage pool has an average unpaid principal balance of
$648,870 and a weighted average FICO score of 749.  The weighted
average original loan-to-value ratio is 72.21%.  Rate/Term and
Cashout refinances represent 24.51% and 22.90%, respectively.  
Second homes and investor-occupied properties comprise 13.75% and
3.62% of the collateral, respectively. The states that represent
the largest geographic concentration of mortgaged properties are
California (39.11%), Florida (15.18%), Virginia (9.85%), Georgia
(7.20%) and North Carolina (6.55%).  All other states comprise
fewer than 5% of properties in the pool.

GS Mortgage Securities Corp. purchased the mortgage loans from the
sponsor and deposited the loans in the trust, which issued the
certificates, representing undivided and beneficial ownership in
the trust.  For federal income tax purposes, the securities
administrator will cause multiple real estate mortgage investment
conduit elections to be made for the trust.  Wells Fargo Bank,
N.A. will act as securities administrator, Deutsche Bank, N.A.
will serve as the trustee and SunTrust Bank will serve as the
custodian and servicer.


STIEFEL LAB: Adds J.R. de Vink and J.S. Thompson to Board
---------------------------------------------------------
Stiefel Laboratories Inc. appointed two new members to the
company's board of directors including a representative of the
private equity firm The Blackstone Group, which recently became a
minority-share investor in the company.

Joining the board are Lodewijk J.R. de Vink, a founding member of
Blackstone Healthcare Partners LLP (BHP), and Jeffrey S. Thompson,
chief operating officer for Stiefel Laboratories.

Charles W. Stiefel is president, chief executive officer and
chairman of Stiefel Laboratories.

"I am pleased to welcome [Mr. Thompson] and [Mr. de Vink] to the
board at this exciting time," Mr. Stiefel said.  "Their
appointments strengthen our board and thus our company.  I am
confident they will complement the team as our company continues
to grow."

Blackstone's $500 million investment in Stiefel Laboratories, a
deal which closed August 10, includes the right to designate one
member on the company's board of directors.

Lodewijk de Vink has more than 40 years experience in the
pharmaceutical and healthcare industries.  In addition to working
for those companies as Schering-Plough, Credit Suisse First Boston
and Warner-Lambert Company as chairman and CEO, de Vink has been a
consultant with Blackstone since 2003 and currently sits on
several boards including Roche and Alcon.

"An important aspect of our relationship with Blackstone," Mr.
Stiefel said, "is the ability to leverage its resources and
experience.  I look forward to working with Lodewijk not only
because of his warm persona, but because of the unparalleled
experience he brings to the board."

Jeffrey S. Thompson, COO, Stiefel Laboratories, also joins the
board.  Mr. Thompson, who is responsible for operations on a
global level including corporate administration, facilities
management, supply chain and technical operations, information
technology, human resources, legal, quality and corporate
compliance, plays a key role in the integration of the company''s
U.S. and international business.  Previously, Thompson served as
the President of Glades Pharmaceuticals, a wholly-owned subsidiary
of Stiefel.

"Throughout his career at Stiefel Laboratories, [Mr. Thompson] has
impressed us with his energy, enthusiasm and vast knowledge of the
pharmaceutical industry," Mr. Stiefel said.  "He was an
instrumental part of the recent Connetics acquisition, spending
several months living in Palo Alto, California and serving as the
on-site integration leader.  His management skills have
contributed to the organization's growth and success
internationally and we know he will be a valuable addition to the
board."

The Stiefel Laboratories board of directors also includes William
D. Humphries, chief commercial officer; Richard MacKay, president,
Stiefel Canada, Inc. and vice chairman of the board; Gabriel
McGlynn, senior vice president of EURASIA; Brent Stiefel,
executive vice president, global corporate development and product
portfolio; Catherine Stiefel, certified public accountant, mergers
& acquisitions; and Todd Stiefel, executive vice president, global
strategy.

Earlier this month, Stiefel Canada Inc., a Canadian dermatology
company, appointed Pierre Boucher to Executive Vice President.
Promoted from Vice President, Marketing and Sales, Boucher will
continue to report directly to Richard MacKay, President of
Stiefel Canada.

                    About Stiefel Laboratories

Headquartered in Coral Gables, Florida, Stiefel Laboratories Inc.
-- http://www.stiefel.com/-- is the largest privately held  
pharmaceutical company specializing in dermatological products.  
Founded in 1847, the company manufactures and markets a variety of
prescription and non-prescription dermatological products.  Some
of the best-known brands in Canada include CLINDOXYL(R) Gel,
Stieprox(R) Shampoo, Nerisone(R) Cream, IMPRUV(R) Cream and
Uremol(R).

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 19, 2007,
Moody's Investors Service affirmed the B1 Corporate Family Rating
of Stiefel Laboratories Inc, but changed the rating outlook to
negative from stable.  This rating action follows Stiefel's recent
issuance of $500 million of preferred stock to Blackstone.


STRUCTURED ASSET: S&P Assigns Default Ratings on Two Classes
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of mortgage-backed securities issued by Structured Asset
Investment Loan Trust 2006-BNC1.
     
The downgrades of classes M-3, M-4, and M-5 reflect an increasing
amount of severe delinquencies (90-plus days, foreclosures, and
REOs) and a reduction in credit enhancement as a result of monthly
realized losses.  Monthly realized losses consistently have been
greater than excess interest during the past six months.  The
average monthly loss was $2,779,202 over the past six months,
while excess spread averaged $1,151,389 for the same period.  

Severe delinquencies have been steadily increasing and make up
15.54% of the current pool balance.  Overcollateralization,
originally 50 basis points of the original pool balance, has been
completely eroded. We downgraded classes B-1 and B-2 to 'D'
because both classes saw principal write-downs, of $1,080,501 and
$3,521,000, respectively, as of the August 2007 remittance date.
     
Subordination, overcollateralization, and excess spread provide
credit support for this transaction.  The collateral consists of
adjustable- and fixed-rate, fully amortizing and balloon mortgage
loans secured by first and second liens on one- to four-family
properties.


                         Ratings Lowered
  
        Structured Asset Investment Loan Trust 2006-BNC1

                                         Rating
                                         ------
             Series       Class         To     From
             ------       -----         --     ----
             2006-BNC1    M-3           BBB+   A+       
             2006-BNC1    M-4           BBB    A
             2006-BNC1    M-5           B      BBB
             2006-BNC1    B-1           D      CCC
             2006-BNC1    B-2           D      CCC   


STRUCTURED ASSET: S&P Lowers Ratings on Five Loan Classes
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes from Structured Asset Securities Corp. Mortgage Loan
Trust's series 2006-GEL1 and 2006-GEL2.  At the same time, S&P
affirmed its ratings on the remaining 12 classes from these two
transactions.
     
Total and severe delinquencies for both transactions are currently
at their highest levels since origination (20.32% and 11.85%,
respectively, for series GEL1 and 23.92% and 15.76%, respectively,
for series GEL2).  The large pipeline of delinquent loans
indicates that losses will likely continue to
outpace excess interest.  Because overcollateralization is
currently below its target for both transactions, the risk of
losses affecting the rated classes has increased; this increased
risk is reflected in our rating actions.
     
The collateral consists of fixed- and adjustable-rate, first- and
second-lien mortgage loans secured by one- to four-family
residential properties.  Approximately 22.63% of series 2006-GEL1
and 18.93% of series 2006-GEL2 consists of interest-only loans
that reset between two and 20 years after origination.
    

                        Ratings Lowered

        Structured Asset Securities Mortgage Loan Trust

                                          Rating
                                          ------
           Series         Class      To          From
           ------         -----      --          ----
           2006-GEL1      B          CCC         BB
           2006-GEL1      M4         BB          BBB-
           2006-GEL2      M6         BB          BBB
           2006-GEL2      M7         B           BBB-
           2006-GEL2      B          CCC         BB

                       Ratings Affirmed

        Structured Asset Securities Mortgage Loan Trust

             Series          Class         Rating
             ------          -----         ------
             2006-GEL1       A-1           AAA
             2006-GEL1       A-2           AAA
             2006-GEL1       M1            AA
             2006-GEL1       M2            A+
             2006-GEL1       M3            BBB+
             2006-GEL2       A-1           AAA
             2006-GEL2       A-2           AAA
             2006-GEL2       M1            AA+
             2006-GEL2       M2            AA
             2006-GEL2       M3            A+
             2006-GEL2       M4            A
             2006-GEL2       M5            BBB+


SUNCOM WIRELESS: Posts $193 Million Net Loss in Qtr. Ended June 30
------------------------------------------------------------------
SunCom Wireless Holdings Inc. reported a net loss of $193 million,
which includes a loss of $182.9 million resulting from the debt-
for-equity exchange, for the second quarter ended June 30, 2007.  
This compares to a net loss of $110.4 million a year ago.

The loss resulted from exchanging 52,028,376 shares of Holdings'
Class A common stock, with a value of $889.7 million based on a
stock price of $17.10 per share on the close date, for
$731.6 million principal amount of the SunCom Wireless
Subordinated Notes, which had a carrying value of $721.0 million
as of the date of the exchange.  In addition, the company wrote-
off $900,000 of unamortized debt issuance costs and $13.3 million
of transaction costs related to the exchange.
     
Total revenue increased to $242.5 million for the quarter ended
June 30, 2007, compared to $206.7 million for the same period last
year.

Service revenue for the quarter was $195.7 million compared with
$164.4 million in the second quarter of 2006.  The increase in
service revenue was the result of higher ARPU and a greater number
of subscribers compared with the second quarter of 2006.

Roaming revenue increased 29.0% to $25.1 million from
$19.5 million in the second quarter of 2006 on the strength of
higher roaming volumes and increased data traffic.

Equipment revenue was $21.7 million, compared to $22.7 million a
year ago.

Adjusted EBITDA was $50.3 million for the quarter compared with
$24.5 million in the second quarter of 2006.  Cash flows used in
operations were $12.5 million for the three months ended June 30,
2007, compared with a use of $20.8 million for three months ended
June 30, 2006.

"We continue to see improving performance in our business, driven
by higher subscriber counts and ARPU, as well as improved
efficiencies.  This provides further evidence that our strategy to
attract these high-ARPU subscribers with value rate plans is the
right one," said Michael E. Kalogris, chairman and chief executive
officer of SunCom Wireless.  "With six consecutive quarters of
Adjusted EBITDA growth and margin expansion, we remain confident
in the growth of SunCom."

Capital expenditures for the quarter were $11.0 million compared
with $30.9 million a year ago, and the company ended the second
quarter of 2007 with $184.6 million of cash and short-term
investments.

At June 30, 2007, the company's consolidated balance sheet showed
$1.60 billion in total assets, $1.34 billion in total liabilities,
and $252.5 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?23ae

                     Debt-for-Equity Exchange

On May 15, 2007, the company completed its previously disclosed  
exchange with holders of certain of SunCom Wireless Inc.'s
subordinated notes, as well as the related reverse stock split.
Both transactions were approved by the company's shareholders on
April 20, 2007, and the exchange was subsequently approved by the
Federal Communications Commission.  As a result of the exchange
transaction, SunCom reduced its principal debt amount by
approximately $731.6 million.  Bondholders who previously held or
beneficially owned approximately 98.3% of the aggregate
outstanding 9-3/8% Senior Subordinated Notes due 2011 and 8-3/4%
Senior Subordinated Notes due 2011 of SunCom's indirect, wholly-
owned subsidiary, SunCom Wireless Inc., have exchanged
subordinated notes for 87.9% of the company's Class A common
stock.  In the merger transaction, which occurred immediately
prior to the exchange transaction, each outstanding share of
SunCom's Class A common stock was converted into 0.1 share of
Class A common stock for the primary purpose of implementing a 1-
for-10 reverse stock split.

                      About SunCom Wireless

Based in Berwyn, Pennsylvania, SunCom Wireless Holdings Inc.
(NYSE: TPC) (OTC: SWSH.OB) -- http://www.suncom.com/-- offers    
digital wireless communications services to more than one million
subscribers in the southeastern United States, Puerto Rico and the
U.S. Virgin Islands.  SunCom is committed to delivering Truth in
Wireless by treating customers with respect, offering simple,
straightforward plans and by providing access to the largest GSM
network and the latest technology choices.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 9, 2007,
Standard & Poor's Ratings Services raised its ratings on SunCom
Wireless Holdings Inc., including the corporate credit rating,
which was raised to 'B-' from 'CCC+'.


TENNECO INC: UAW's GM Strike Prompts Fitch's Negative Watch
-----------------------------------------------------------
Following the decision of the United Auto Workers union to go out
on strike against General Motors Corp., Fitch Ratings has placed
the Issuer Default Ratings and securities ratings of these
companies on Rating Watch Negative:

General Motors Corp.

  -- IDR 'B';
  -- Senior secured 'BB/RR1';
  -- Senior unsecured 'B-/RR5'.

American Axle & Manufacturing, Inc.

  -- IDR 'BB';
  -- Senior unsecured bank facility 'BB';
  -- Senior unsecured 'BB'.

American Axle Manufacturing Holdings Inc.
  -- IDR 'BB'.

ArvinMeritor Inc.

  -- IDR 'BB';
  -- Senior secured 'BB+';
  -- Senior unsecured 'BB-'.

Tenneco, Inc.

  -- IDR 'BB-';
  -- Senior secured bank facility 'BB+';
  -- Senior secured notes 'BB';
  -- Subordinated 'B'.

Hayes-Lemmerz International, Inc.

  -- IDR 'B'.

Hayes Lemmerz Finance - Luxembourg S.A

  -- IDR 'B'.
  -- Senior secured 'BB/RR1';
  -- Senior unsecured 'B-/RR5'.

HLI Operating Company, Inc.

  -- IDR 'B'.

The UAW strike has the potential for far-reaching, crippling
repercussions throughout the industry.  Although the strike is
expected to be short-lived, due to the potentially devastating
consequences to both sides, the onset of a strike could limit the
ability of both parties to control the subsequent chain of events.

Negative cash flow at GM will accelerate, due to operating losses
and working capital reductions.  The costs of a strike would also
have consequences on GM's restructuring program, extending the
timetable and impairing financial resources available, which is
occurring during an uncertain economic environment for industry
sales.  A reduction in cash holdings could also jeopardize the
ability of GM to finance any VEBA agreement.  

Fitch estimates that a VEBA agreement would be in the range of
$30-35 billion, and that GM is unlikely to fund the VEBA entirely
in cash, as remaining liquidity would fall to uncomfortable levels
given economic uncertainties, restructuring costs, and working
capital requirements.  The issue of job security is not easily
resolvable, given the high priority placed on the issue by the UAW
and GM.  The flexibility to reduce production and costs in the
event of an economic downturn or weak product performance will be
critical to GM's ability to weather such events.  Fitch forecasts
that further restructuring actions will be necessary to achieve
viable long-term margins.  In the event that GM and the UAW reach
an agreement following a strike, ratification will be the next
hurdle.

The financial and operating stresses of suppliers would be
exacerbated in the event of a strike, although liquidity among
tier-one suppliers remains adequate in the short term.  Second-
tier and third-tier suppliers are expected to face more difficult
challenges, with lower levels of liquidity and less access to
capital.  Financial distress at this level could quickly spill
over to first-tier suppliers and GM, challenging any assumptions
that a production re-start can be accomplished smoothly and
quickly.  The suppliers placed on Rating Watch Negative contain
varying combinations of exposure to GM North America and limited
or negative free cash flow over the short term.  In the event that
the strike is settled within a short time frame, each of the
suppliers on Rating Watch Negative is expected to return to their
previously existing rating and outlook.  

Fitch anticipates that if the strike extends beyond a very short
term, further rating actions would follow, and the ratings and
outlook of other OEMs and suppliers could be reviewed.


VENTAS REALTY: Moody's Lifts Senior Debt Ratings to Ba1
-------------------------------------------------------
Moody's Investors Service upgraded the senior debt ratings of
Ventas Realty Limited Partnership to Ba1, from Ba2.  The rating
outlook is stable.

"This upgrade results from the scale and tenant diversification
benefits accruing to Ventas following its acquisition of Sunrise
Senior Living Real Estate Investment Trust, its successful track
record in integrating large transactions, and its growing
leadership position in the health care real estate industry,"
noted Karen Nickerson, Moody's analyst.

Ventas' capital structure has fluctuated over recent years, with
negative fluctuations directly tied to its efforts to expand and
diversify through acquisitions.  The result has been a significant
level of secured debt -- 25% of gross assets at 2Q07.  Moody's
believes management is committed to addressing this matter, in
part demonstrated by its $1 billion common equity offering to
finance the Sunrise acquisition.  Nevertheless, reducing secured
debt will be slow, though Moody's believes it will occur.  In
addition, tenant and operator concentrations remain high, although
they are much reduced from levels of several years ago.  In order
to address these twin matters effectively, as well as expand,
Ventas will likely need to at least partly make property
acquisitions outside of senior housing and skilled nursing -- most
likely in medical office buildings.

In order to reach investment grade status, Ventas would need to
permanently address its tenant/operator concentration, and reduce
its secured debt while maintaining leverage close to 5.0X.  A
significant investment in medical office buildings would
strengthen the REIT's diversity, while also opening a new avenue
for growth.  Moody's stated that an upgrade to Baa3 would also
depend on the ability of the REIT to bring its secured debt level
below 15% of gross assets, reduce its top two tenant exposure
closer to 25% of revenue, while sustaining leverage at 5.0x.  
Continuing to increase its exposure to private pay health care
segments and grow overall in size would also be viewed positively.

A rating downgrade would likely result if Ventas were to change to
a more aggressive capital strategy, demonstrated by sustained
secured debt above 25%, most likely driven by a leveraged
strategic transaction.

These ratings were upgraded:

Ventas Realty Limited Partnership -- Senior debt to Ba1, from Ba2;
senior debt shelf to (P)Ba1, from (P)Ba2; subordinated debt shelf
to (P)Ba2, from (P)B1

Ventas, Inc. -- Senior guaranteed debt to Ba1, from Ba2; senior
debt shelf to (P)Ba2, from (P)Ba3; subordinated debt shelf to
(P)Ba3, from (P)B1; preferred stock shelf to (P)Ba3, from (P)B1

Ventas Capital Corporation -- senior debt shelf to (P)Ba1, from
(P)Ba2; subordinated debt shelf to (P)Ba2, from (P)B1

Ventas, Inc. [NYSE: VTR] is a health care real estate investment
trust that owns 252 senior housing communities, 197 skilled
nursing facilities, 42 hospitals and 22 medical office and other
properties in 43 states and two Canadian provinces, including 78
senior housing communities acquired from Sunrise Senior Living
Real Estate Investment Trust.  At June 30, 2007, Ventas had $5.7
billion in book assets.


VICORP RESTAURANTS: Posts $5.7 Mil. Net Loss in Qtr. Ended July 12
------------------------------------------------------------------
VICORP Restaurants Inc. reported a net loss of $5.7 million for
the third quarter ended July 12, 2007, compared with a net loss of  
$581,000 in the comparable period of 2006.  Adjusted earnings
before interest, taxes, depreciation, and amortization for the
third quarter of 2007 was $5.9 million versus $11.3 million for
the third quarter of 2006.

Net revenues for the third quarter of 2007 were $106.9 million, a
1.4% increase from net revenues of $105.4 million reported in the
third quarter of 2006.  The increase in the net revenues resulted
from a 13.1% increase in manufacturing sales to third parties as
well as sales at the 11 new restaurants, net of closures, opened
since the end of the third quarter of 2006.  Comparable restaurant
sales for the third quarter of 2007 declined 3.2% versus the
previous year's third quarter.  

Operating profit was $926,000 in the third quarter of 2007 versus
operating profit of $5.4 million in the third quarter of 2006,
principally due to lower restaurant operating profit.  

During the third quarter of 2007, the company opened one new
Village Inn restaurant in an existing market which brings the
total year-to-date openings to nine Village Inn restaurants.  No
additional new restaurant openings are planned for the current
fiscal year.  Year-to-date, capital expenditures were
$8.0 million.  Capital expenditures for fiscal 2007 across all
expenditure areas currently are projected at approximately
$11 million.

Year-to-date net revenues through the third quarter of 2007 were
$336.0 million, an increase of 3.8% over the $323.7 million
reported in 2006, primarily due to the 43.0% year-to-date increase
in manufacturing sales to third parties, as well as incremental
sales at the 11 net newly opened restaurants since the end of the
third quarter of fiscal 2006.  Comparable restaurant sales for
fiscal 2007 declined 3.5% versus fiscal 2006.  Net loss for the
year-to-date through the third quarter 2007 was $14.2 million
versus $1.8 million in the comparable period in 2006.  Adjusted
EBITDA was $22.1 million for year-to-date 2007, versus
$35.0 million for year-to-date 2006.

At July 12, 2007, the company's consolidated balance sheet showed
$376.2 million in total assets, $327.2 million in total
liabilities, $489,000 in stock subject to repurchase, and
$48.5 million in total stockholders' equity.

The company's consolidated balance sheet at July 12, 2007, further
showed strained liquidity with $33.0 million in total current
assets available to pay $52.5 million in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended July 12, 2007, are available for
free at http://researcharchives.com/t/s?23b2

                     About VICORP Restaurants

Headquartered in Denver, VICORP Restaurants Inc. --
http://www.vicorpinc.com/-- operates family-dining restaurants  
under two proven and well-recognized brands, Village Inn and
Bakers Square. As of Aug. 28, 2007, VICORP, founded in 1958, has
409 restaurants in 25 states, consisting of 316 company-operated
restaurants and 93 franchised restaurants.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 19, 2007,
Moody's Investors Service downgraded VICORP Restaurants Inc.'s
corporate family rating to Caa1 from B3 and the senior unsecured
notes to Caa2 from Caa1.  At the same time, the SGL-3 speculative
grade liquidity rating was lowered to SGL-4 and the rating outlook
remains negative.


VICORP RESTAURANTS: Low Earnings May Prompt Defaults
----------------------------------------------------
VICORP Restaurants Inc. is close to breaching provisions on its
bank loans due to low earnings, David Milstead, James Paton and
Joyzelle Davis report for Rocky Mountain News.

According to the report, the company can no longer cover its
monthly interest payments and upgrade its restaurants.  Around 40
restaurants may be closed due to non-profitability.

The company is currently continuing discussions with its lenders,
Rocky Mountain News relates citing CEO Ken Keymer.  However, the
report says, the company could likely face bankruptcy if
negotiations with its lenders fail.

CEO Keymer has however, outlined a four-point plan for recovery
that includes strengthening the brand and putting emphasis on
marketing, Rocky Mountain News discloses.  As part of the plan,
the company plans to enter into discussions with landlords to
reduce rent on its restaurants.

                     About VICORP Restaurants

VICORP Restaurants Inc., with corporate headquarters in Denver,
Colorado, operates and franchises family-style restaurants under
the brand names Village Inn and Baker's Square.  As of July 12,
2007, the company operated 170 Village Inn restaurants and 146
Bakers Square restaurants, and franchisees operated 93 Village Inn
restaurants.  Revenues for the last 23 months were about
$478 million.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 19, 2007,
Moody's Investors Service downgraded VICORP Restaurants Inc.'s
corporate family rating to Caa1 from B3 and the senior unsecured
notes to Caa2 from Caa1.  At the same time, the SGL-3 speculative
grade liquidity rating was lowered to SGL-4 and the rating outlook
remains negative.  VICORP operates and franchises family-style
restaurants under the brand names Village Inn and Bakers Square.


VISIPHOR CORP: June 30 Balance Sheet Upside-Down by CDN$1.9 Mil.
----------------------------------------------------------------
Visiphor Corp.'s consolidated balance sheet at June 30, 2007,
showed CDN$3.2 million in total assets CDN$5.1 million in
liabilities, resulting in a CDN$1.9 million total stockholders'
equity.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with CDN$737,854 in total current assets
available to pay CDN$3.6 million in totla current liabilities.

The company reported a net loss of CDN$917,742 for the second
quarter ended June 30, 2007, compared with a net loss of
CDN$2.0 million for the same period ended June 30, 2006.

For the six-months ended june 30, 2007, the company reported a net
loss of CDN$1.6 million, compared with a net loss of
CDN$3.6 million for the same period ended June 30, 2006.

Revenues for the second quarter totaled CDN$863,755, largely due
to the successful completion of project work in the financial
services and energy sectors, and CDN$2.1 Million for the 6 months
ended June 30, 2007.  This compares with revenues of
CDN$1.5 million and CDN$3.8 million for the same periods in 2006,
respectively.

The company's year-to-date operating cash flow remained positive;
reporting CDN$63,123 for the six months ended June 30, 2007.  The
company maintained its commitment to reduce expenses which were
49.0% lower as compared with 2006 with a related decrease in the
quarterly losses.  The loss for the six months ended June 30,
2007, decreased 55.0% as compared to the same period in 2006.

"In order to move toward profitability, we have reduced staffing
and operations costs; although this has improved profitability,
there has been a corresponding drop in revenues this quarter,"
commented Visiphor chief executive officer Roy Trivett.  "Business
activity in the law enforcement and healthcare sectors is
increasing, and we believe that we are on track to achieve our
objective of operational profitability before the end of the
year."

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?23af

                       Going Concern Doubt

The report of Grant Thornton LLP on the company's Dec. 31, 2006,
financial statements includes an explanatory paragraph that
indicates the financial statements are affected by conditions and
events that cast substantial doubt on the company's ability to
continue as a going concern.  For the year ended Dec. 31, 2006,
the company incurred a loss from operations of CDN$6,678,371 and a
deficiency in operating cash flow of CDN$2,602,248.  In addition,
the company incurred significant operating losses and net
utilization of cash in operations in all prior periods.

                       About Visiphor Corp.

Headquartered in Vancouver, Visiphor Corp. (OTC BB: VISRF.OB)
(CDNX: VIS.V) -- http://www.visiphor.com/ -- sells software
products and services that deliver practical, rapidly deployable
solutions that integrate business processes and databases.  The
company's solutions focus on disparate process and data management
problems that exist in numerous verticals spanning government,
energy, law enforcement, security, health care and financial
services.


* 55 Winstead Lawyers Named in Texas Super Lawyers List
-------------------------------------------------------
55 of Winstead PC's attorneys have been selected as Texas Super
Lawyers by Law & Politics magazine and will be published in the
October issues of Texas Monthly and Texas Super Lawyers.

The annual Texas Super Lawyers list honors Texas' top lawyers
based on surveys of more than 57,000 active attorneys across the
state.  The final list -- only 5% of Texas's licensed attorneys –
is a comprehensive and diverse listings of top lawyers in Texas
ever assembled.
    
The Texas Super Lawyers winners are selected through a four-part
selection process that includes a ballot and point system
established by the publishers of Texas Monthly and Law & Politics
magazines followed by a panel review, interviews, independent
research and a final selection process.

Lawyers nominated are evaluated by evidence of peer recognition,
professional achievement and service to the community as a lawyer,
including pro bono work.  

These, separated by city location, are the 55 Winstead attorneys
who were recognized, along with their specialty areas:
    
   -- Austin
   
      Albert R. Axe, Jr. - Energy & Environmental Law
      Robert C. Bass, Jr. - Construction
      Linda J. Burgess - Government Enforcement & Regulated
                         Industries Litigation
      J. Rowland Cook - Corporate & Securities
      Michael L. Cook - Tax
      Craig T. Enoch - Appellate
      Alex Gonzales - Insurance Industry
      Kathryn K. Lindauer - Corporate & Securities
      William M. Parrish - Commercial Litigation
      Pete Winstead - Government Relations

   -- Dallas
    
      Michael F. Alessio - Real Estate
      Arthur J. Anderson - Real Estate
      W. Mike Baggett - Commercial Litigation
      John F. Bergner - Wealth Preservation
      Talmage Boston - Commercial Litigation
      James David Brown - Commercial Litigation
      Mark A. Calhoun - Commercial Litigation
      William Frank Carroll - Commercial Litigation
      Dan C. Dargene - Labor & Employment
      T. Andrew Dow - Real Estate
      Ira D. Einsohn - Business Restructuring/Bankruptcy
      R. Michael Farquhar - Business Restructuring/Bankruptcy
      Thomas R. Helfand - Tax
      Michael W. Hilliard - Finance & Banking
      Harry J. Joe - Labor, Employment & Immigration
      James R. Littlejohn - Finance & Banking
      G. Roland Love - Commercial Litigation
      Jay J. Madrid - Commercial Litigation
      John Michael Nolan - Real Estate
      Michael Kent O'Neal - Finance & Banking
      Edward A. Peterson - Real Estate
      Thomas E. Reddin - Labor, Employment & Immigration
      Michelle I. Rieger - Construction
      Melissa Ruman Stewart - Finance & Banking
      Kevin A. Sullivan - Real Estate
      Daniel F. Susie - Finance & Banking
      J. Richard White - Real Estate
      Robert J. Witte - Commercial Litigation
      Michael C. Wright - Commercial Litigation

   -- Fort Worth
      
      G. Thomas Boswell - Corporate & Securities

   -- Houston
   
      Nelson R. Block - Banking
      Denis Clive Braham - Real Estate/Sports & Entertainment
      Jeffery James Brashier - Finance & Banking
      Michael P. Cash - Commercial Litigation
      Melvin A. Dow - Real Estate
      Greg Erwin - Real Estate
      J. Robert Fisher - Real Estate
      Mark C. Guthrie - Construction
      Jeff Joyce - Commercial Litigation
      David R. Keyes - Finance & Banking
      Vincent L. Marino - Real Estate
      Barry E. Putterman - Real Estate
      Frederick J. Tuthill - Tax

   -- The Woodlands
    
      Thomas J. Forestier - Commercial Litigation
      Clyde R. Parker, Jr. - Corporate & Securities
    
                       About Winstead PC

Winstead PC -- http://www.winstead.com/-- is a business law firms  
in Texas, representing major companies regionally and nationally
in the real estate, financial services and technology industries.   
Winstead attorneys and consultants serve as trusted advisors to
mid-market and large businesses, providing a core range of legal
services that are critical to their operation and success.  From
its broad corporate practice to high-stakes litigation and
appellate matters, Winstead has the power to perform.  Winstead
has offices in Austin, Dallas, Fort Worth, Houston, San Antonio,
and The Woodlands, Texas; and Washington D.C.


* Chadbourne & Parke Names Hal Stewart as Chief Operating Officer
-----------------------------------------------------------------
Hal M. Stewart has joined Chadbourne & Parke LLP as chief
operating officer, based in the New York office.
    
"We welcome Hal as a key new member of the management of
Chadbourne," managing partner Charles O'Neill, said.  "These are
exciting times at the Firm and Hal will have an immediate impact
on executing our growth strategies."
    
Mr. Stewart, 52, joins Chadbourne from Wilson, Elser, Moskowitz,
Edelman & Dicker LLP, a New York law firm where he had been chief
executive officer.  Earlier in his career, he held executive and
management positions at public accounting firms, including serving
as firmwide controller for a Big 8 accounting firm.  He had also
been corporate controller of an international footwear
manufacturer.
    
Mr. Stewart will supervise all non-legal personnel and use his
expertise in technology and law firm management to help Chadbourne
provide the best services to its clients. In his capacity as COO,
he will also serve as an ex- officio member of the management
committee.
    
Mr. Stewart holds a B.A. in public accounting and finance from
Queens College of the City University of New York, and an M.B.A.
in management information systems from St. Johns University

                  About Chadbourne & Parke LLP

Headquartered in New York City, Chadbourne & Parke LLP --
http://www.chadbourne.com/-- is a law firm that provides a full  
range of legal services, including mergers and acquisitions,
securities, project finance, private funds, corporate finance,
energy, communications and technology, commercial and products
liability litigation, securities litigation and regulatory
enforcement, special investigations and litigation, intellectual
property, antitrust, domestic and international tax, insurance and
reinsurance, environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters.  Major geographical areas of
concentration include Central and Eastern Europe, Russia and the
CIS, and Latin America.  The firm has offices in New York,
Washington, DC, Los Angeles, Houston, Moscow, St. Petersburg,
Warsaw (through a Polish partnership), Kyiv, Almaty, Tashkent,
Beijing, and a multinational partnership, Chadbourne & Parke, in
London.


* James Mcdermott Joins Alvarez & Marsal as Managing Director
-------------------------------------------------------------
Alvarez & Marsal has named James P. McDermott as a managing
director in the firm's North America Restructuring practice.  Mr.
McDermott is based in New York.

Formerly managing director of The Eagle Rock Group, LLC, a
business advisory firm he co-founded, Mr. McDermott has
significant experience in financial restructuring, crisis
management and capital markets transactions.  He has also advised
companies and boards of directors on complex accounting and
actuarial issues, SEC investigations and matters involving
shareholder derivative actions.

Mr. McDermott has an outstanding background, having served in
interim management and advisory capacities in numerous complex
turnaround situations, particularly in the financial services
sector, said Joe Bondi, managing director and head of the New York
Turnaround and Restructuring practice of Alvarez & Marsal.  The
firm is delighted to welcome him to the team.

Mr. McDermott's clients have included Genworth Financial Group,
RSL Communications and World Black Belt Association, among others.
He most recently served as president and CEO of AF&L, Inc., a
privately-held specialty insurer.

Prior to forming Eagle Rock, Mr. McDermott was CFO of PennCorp
Financial Group, Inc., where he helped lead an operational
stabilization, debt reduction and recapitalization plan that was
ultimately completed through the Chapter 11 process.  Mr.
McDermott began his career with the accounting firm Peat Marwick
Mitchell & Co. now know as KPMG.

Mr. McDermott holds a bachelor's degree in business
administration, with concentrations in accounting, actuarial
science and quantitative analysis, from the University of
Wisconsin.

Mr. McDermott is a Certified Public Accountant licensed in the
state of Georgia.  Mr. McDermott has been admitted and testified
as an expert in U.S. Federal District Court on acquisition due
diligence matters.

                      About Alvarez & Marsal

Alvarez & Marsal -- http://www.alvarezandmarsal.com/-- is a    
professional services firm with expertise in guiding
underperforming companies and public sector entities through
complex operational, financial and organizational challenges.  The
firm excels in problem solving and value creation, and brings a
bias toward executing solutions with a distinctive hands-on
approach to serving clients, management and stakeholders.  

Founded in 1983, Alvarez & Marsal draws on its strong operational
heritage to provide specialized services, including Turnaround and
Management Advisory, Crisis and Interim Management, Performance
Improvement, Creditor Advisory Services, Corporate Finance,
Dispute Analysis and Forensics, Tax Advisory, Business Consulting,
Real Estate Advisory and Transaction Advisory.  A network of
experienced professionals in locations across the U.S., Europe,
Asia and Latin America, enables the firm to deliver on its proven
reputation for leadership, problem solving and value creation.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Sept. 27, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Hedge Funds: Why Should I Care About Them and
        How Do They Affect Me?
        Faegre & Benson, Minneapolis, Minnesota
           Contact: http://www.turnaround.org/

Sept. 27, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Arizona Chapter Meeting
        TBA, Arizona
           Contact: http://www.turnaround.org/

Sept. 27-30, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     8th Annual Cross Border Business
        Restructuring & Turnaround Conference
           Contact: http://www.turnaround.org/

Oct. 1, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Pittsburgh 4th Annual Golf Outing
        Fox Chapel Golf Club, Pittsburgh, Pennsylvania
           Contact: 412-644-8794 or http://www.turnaround.org/

Oct. 2, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Networking Breakfast
        TBD, Bridgewater, New Jersey
           Contact: 908-575-7333 or http://www.turnaround.org/

Oct. 4, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Breakfast Event
        Carnelian Room, San Francisco, California
           Contact: 510-346-6000 ext 226 or
                    http://www.turnaround.org/

Oct. 4, 2007
  NEW YORK SOCIETY OF SECURITY ANALYSTS
     Investing in Distressed and Defaulted Debt
        New York, New York
           Contact: http://www.nyssa.org/

Oct. 5, 2007
  PRACTISING LAW INSTITUTE
     Intercreditor Agreements & Bankruptcy Issues -
        Creating the Best Structures
           University Club, New York, New York
              Contact: http://www.pli.edu/

Oct. 5, 2007
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/GULC "Views from the Bench"
        Georgetown University Law Center
           Washington, District of Columbia

Oct. 9-10, 2007
  INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING
     CONFEDERATION
        IWIRC Annual Fall Conference
           Orlando, Florida
              Contact: http://http://www.iwirc.org//

Oct. 10-13, 2007
  NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
     81st Annual National Conference of Bankruptcy Judges
        Contact: http://www.ncbj.org/

Oct. 11, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon
        University Club, Jacksonville, Florida
           Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 11, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Winn Dixie Bankruptcy
        University Club, Jacksonville, Florida
           Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 11, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Chuck Bauer - Client Satisfaction
        Dallas Country Club, Dallas, Texas
           Contact: http://www.turnaround.org/

Oct. 12, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Breakfast Meeting
        Westin Buckhead, Atlanta, Georgia
           Contact: 678-795-8103 or http://www.turnaround.org/

Oct. 12, 2007
  INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
     Presentation by George F. Will: The Political Argument Today
        Orlando, Florida
           Contact: http://www.ardent-services.com/

Oct. 12, 2007
  AMERICAN BANKRUPTCY INSTITUTE
     ABI Educational Program at NCBJ
        Orlando World Marriott, Orlando, Florida
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 16-19, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Copley Place
           Boston, Massachussets
              Contact: 312-578-6900; http://www.turnaround.org/

Oct. 17, 2007
  ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
     AIRA Presents Lifetime Achievement Awards to
        Charles C. Crumley and William G. Hays, Jr.
           Cherokee Town Club, Atlanta, Georgia
              Contact: http://www.airacira.org/

Oct. 21-24, 2007
  ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
     Restructuring and Investing Conference
        Portman Ritz Carlton, Shanghai, China
           Contact: http://www.airacira.org/


Oct. 22-23, 2007
  STRATEGIC RESEARCH INSTITUTE
     9th Annual Distressed Debt - West
        Venetian Resort Hotel Casino, Las Vegas, Nevada
           Contact: http://www.almevents.com/

Oct. 23, 2007
  BEARD AUDIO CONFERENCES
     Partnerships in Bankruptcy
        Contact: 240-629-3300;
                 http://www.beardaudioconferences.com/

Oct. 24, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Event - TBA
        McCormick & Schmick's Fresh Seafood Restaurant,
           Las Vegas, Nevada
             Contact: 702-952-2480 or http://www.turnaround.org/

Oct. 25, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     LI Turnaround Member Social
        Davenport Press, Mineola, New York
           Contact: 631-261-6296 or http://www.turnaround.org/

Oct. 25, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Capital Markets Case Study
        Seattle, Washington
           Contact: http://www.turnaround.org/

Oct. 25, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Arizona Chapter Meeting
        Contact: http://www.turnaround.org/

Oct. 26, 2007
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Hotel Adlon Kempinski, Berlin, Germany
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 29, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Monthly Luncheon, Carolinas Chapter - Topic TBA
        Sheraton Greensboro Hotel,
           Greensboro, North Carolina
              Contact: http://www.turnaround.org/

Oct. 29, 2007
  FINANCIAL RESEARCH ASSOCIATES LLC
     6th Annual Distressed Debt Summit
        The 3 West Club, New York, New York
           Contact: http://www.frallc.com/

Oct. 30, 2007
  BEARD AUDIO CONFERENCES
     Using Virtual Data Rooms to Expedite M&A
        and Insolvency Proceedings
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

Oct. 30, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon
        Centre Club, Tampa, Florida
           Contact: 561-882-1331; http://www.turnaround.org/

Oct. 30, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Crisis Communications With Employees, Vendors and Media
        Centre Club, Tampa, Florida
           Contact: http://www.turnaround.org/

Nov. 1, 2007
  ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
     Claims Trading - Issues and Implications
        New York, New York
           Contact: http://www.airacira.org/

Nov. 1, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Breakfast Event
        Carnelian Room, San Francisco, California
           Contact: 510-346-6000 ext 226 or
                    http://www.turnaround.org/

Nov. 1, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Networking Breakfast
        TBD, Hackensack, New Jersey
           Contact: 908-575-7333; http://www.turnaround.org/

Nov. 5, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     2007 Newsmaker Dinner with Jean Chretien
        Fairmont Royal York Hotel, Toronto, Ontario
           Contact: http://www.turnaround.org/

Nov. 7, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Lenders Forum
        Milleridge Cottage, Jericho, New York
           Contact: http://www.turnaround.org/

Nov. 12, 2007
  AMERICAN BANKRUPTCY INSTITUTE
     Consumer Bankruptcy Conference
        Marriott, Troy, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 13-14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     6th Annual Distressed Debt Symposium
        Jumeirah Carlton Tower, London, United Kingdom
           Contact: http://www.turnaround.org/

Nov. 14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday Mixer
        McCormick & Schmick's, Las Vegas, Nevada
           Contact: 702-952-2480 or http://www.turnaround.org/

Nov. 14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Aloha Airlines Story
        Bankers Club, Miami, Florida
           Contact: http://www.turnaround.org/

Nov. 14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Australia 4th Annual Conference and Gala Dinner
         Hilton, Sydney, Australia
           Contact: http://www.turnaround.org/

Nov. 14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Dinner
        TBA, South Florida
           Contact: 561-882-1331 or http://www.turnaround.org/

Nov. 15, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Portland Holiday Party
        University Club, Portland, Oregon
           Contact: 206-223-5495; http://www.turnaround.org/

Nov. 16, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Meeting with Chapter President, Bruce Sim
        Westin Buckhead, Atlanta, Georgia
           Contact: http://www.turnaround.org/

Nov. 22, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Networking Mixer
        TBA, Vancouver, British Columbia
           Contact: 206-223-5495; http://www.turnaround.org/

Nov. 27, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon - Real Estate Panel
        Citrus Club, Orlando, Florida
           Contact: http://www.turnaround.org/

November 26-27, 2006
  BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT
     Fourteenth Annual Conference on Distressed Investing
        Maximizing Profits in the Distressed Debt Market
           The Jumeirah Essex House, New York, NY
              Contact: 800-726-2524; 903-595-3800;
                 http://beardconferences.com/

Nov. 29, 2007
  INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
     Holiday Gala
        Yale Club, New York, New York
           Contact: http://www.iwirc.org/

Nov. 29, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Special Speaker
        TBD, New Jersey
           Contact: 908-575-7333; http://www.turnaround.org/

Nov. 29, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Special Speaker
        Hilton, Sydney, Australia
           Contact: http://www.turnaround.org/

Nov. 29, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Arizona Chapter Meeting
        Contact: http://www.turnaround.org/

Dec. 5, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Joint Holiday Networking Event with TMA/CFA
        TBA, Philadelphia, Pennsylvania
           Contact: 215-657-5551 or http://www.turnaround.org/

Dec. 6, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Seattle Holiday Party
        Athletic Club, Seattle, Washington
           Contact: 206-223-5495; http://www.turnaround.org/

Dec. 6-8, 2007
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        Westin Mission Hills Resort, Rancho Mirage, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 10, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday Party
        Guy Anthony's Restaurant, Merrick, New York
           Contact: 631-251-6296 or http://www.turnaround.org/

Dec. 13, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday Extravaganza - TMA & CFA
        Georgia Aquarium, Atlanta, Georgia
           Contact: 678-795-8103 or http://www.turnaround.org/

Dec. 13, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday Extravaganza - TMA & CFA
        Georgia Aquarium, Atlanta, Georgia
           Contact: 678-795-8103 or http://www.turnaround.org/

Dec. 19, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     South Florida Dinner
        TBA, South Florida
           Contact: 561-882-1331; http://www.turnaround.org/

Jan. 10, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon
        University Club, Jacksonville, Florida

Jan. 11, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Annual Lenders Panel
        Westin Buckhead, Atlanta, Georgia
           Contact: http://www.turnaround.org/

Feb. 7, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     PowerPlay
        Philips Arena, Atlanta, Georgia
           Contact: 678-795-8103 or http://www.turnaround.org/

Feb. 7, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Breakfast Event
        Carnelian Room, San Francisco, California
           Contact: 510-346-6000 ext 226 or
                    http://www.turnaround.org/

Feb. 14-16, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     13th Annual Rocky Mountain Bankruptcy Conference
        Westin Tabor Center, Denver, Colorado
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 23-26, 2008
  NORTON INSTITUTES ON BANKRUPTCY LAW
     Bankruptcy Litigation Seminar I
        Park City, Utah
           Contact: http://www.nortoninstitutes.org/

Feb. 26, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Retail Panel
        Citrus Club, Orlando, Florida
           Contact: http://www.turnaround.org/

Mar. 6-8, 2008
  ALI-ABA
     Fundamentals of Bankruptcy Law
        Mandalay Bay Resort, Las Vegas, Nevada
           Contact: http://www.ali-aba.org/

Mar. 25-29, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Ritz Carlton Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Mar. 27-30, 2008
  NORTON INSTITUTES ON BANKRUPTCY LAW
     Bankruptcy Litigation Seminar II
        Las Vegas, Nevada
           Contact: http://www.nortoninstitutes.org/

Apr. 3-6, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     26th Annual Spring Meeting
        The Renaissance, Washington, District of Columbia
           Contact: http://www.abiworld.org/

Apr. 25-27, 2008
  NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
     NABT Spring Seminar
        Eldorado Hotel & Spa, Santa Fe, New Mexico
           Contact: http://www.nabt.com/

May 1-2, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     Debt Symposium
        Hilton Garden Inn, Champagne/Urbana, Illinois
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 4-7, 2008
  ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
     24th Annual Bankruptcy & Restructuring Conference
        J.W. Marriott Spa and Resort, Las Vegas, Nevada
           Contact: http://www.airacira.org/

June 12-14, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     15th Annual Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: http://www.abiworld.org/

June 19-21, 2008
  ALI-ABA
     Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
        Drafting, Securities, and Bankruptcy
           Omni Hotel, San Francisco, California
              Contact: http://www.ali-aba.org/

June 26-29, 2008
  NORTON INSTITUTES ON BANKRUPTCY LAW
     Western Mountains Bankruptcy Law Seminar
        Jackson Hole, Wyoming
           Contact: http://www.nortoninstitutes.org/

July 10-13, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     16th Annual Northeast Bankruptcy Conference
        Ocean Edge Resort
           Brewster, Massachussets
              Contact: http://www.turnaround.org/

July 31 - Aug. 2, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     4th Annual Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay
           Cambridge, Maryland
              Contact: http://www.abiworld.org/

Aug. 16-19, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     13th Annual Southeast Bankruptcy Workshop
        Ritz-Carlton, Amelia Island, Florida
           Contact: http://www.abiworld.org/

Aug. 20-24, 2008
  NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
     NABT Convention
        Captain Cook, Anchorage, Alaska
           Contact: http://www.nabt.com/

Sept. 24-27, 2008
  NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
     National Conference of Bankruptcy Judges
        Scottsdale, Arizona
           Contact: http://www.ncbj.org/

Oct. 28-31, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott New Orleans, Louisiana
           Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     20th Annual Winter Leadership Conference
        Westin La Paloma Resort & Spa
           Tucson, Arizona
              Contact: http://www.abiworld.org/

May 7-10, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center
           National Harbor, Maryland
              Contact: http://www.abiworld.org/

June 21-24, 2009
  INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
     BANKRUPTCY PROFESSIONALS
        8th International World Congress
           TBA
              Contact: http://www.insol.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 5-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
  2006 BACPA Library
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com;
              http://researcharchives.com/t/s?20fa

BEARD AUDIO CONFERENCES
  BAPCPA One Year On: Lessons Learned and Outlook
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Calpine's Chapter 11 Filing
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Carve-Out Agreements for Unsecured Creditors
     Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Changes to Cross-Border Insolvencies
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Changing Roles & Responsibilities of Creditors' Committees
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  China's New Enterprise Bankruptcy Law
     Contact: 240-629-3300;
        http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Clash of the Titans -- Bankruptcy vs. IP Rights
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Coming Changes in Small Business Bankruptcy
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Dana's Chapter 11 Filing
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Deepening Insolvency – Widening Controversy: Current Risks,
     Latest Decisions
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Diagnosing Problems in Troubled Companies
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Distressed Claims Trading
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Distressed Market Opportunities
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Distressed Real Estate under BAPCPA
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Employee Benefits and Executive Compensation under the New
     Code
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Equitable Subordination and Recharacterization
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Fundamentals of Corporate Bankruptcy and Restructuring
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Handling Complex Chapter 11
     Restructuring Issues
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Healthcare Bankruptcy Reforms
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  High-Yield Opportunities in Distressed Investing
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Homestead Exemptions under BAPCPA
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Hospitals in Crisis: The Insolvency Crisis Plaguing
     Hospitals Across the U.S.
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  IP Rights In Bankruptcy
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  KERPs and Bonuses under BAPCPA
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Non-Traditional Lenders and the Impact of Loan-to-Own
     Strategies on the Restructuring Process
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Partnerships in Bankruptcy: Unwinding The Deal
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Privacy Rights, Protections & Pitfalls in Bankruptcy
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Real Estate Bankruptcy
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Reverse Mergers—the New IPO?
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Second Lien Financings and Intercreditor Agreements
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Surviving the Digital Deluge: Best Practices in E-Discovery
     and Records Management for Bankruptcy Practitioners
        and Litigators
           Audio Conference Recording
              Contact: 240-629-3300;
                 http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Technology as a Competitive Advantage For Today's Legal
Processes
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/


BEARD AUDIO CONFERENCES
  Twenty-Day Claims
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Using Virtual Data Rooms to Expedite M&A and Insolvency
Proceedings
        Contact: 240-629-
3300;http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Validating Distressed Security Portfolios: Year-End Price
     Validation and Risk Assessment
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  When Tenants File -- A Landlord's BAPCPA Survival Guide
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

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, Joseph C. Martirez,
Sheena R. Jusay, and Peter A. Chapman, Editors.

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

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

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

                    *** End of Transmission ***