TCR_Public/070927.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, September 27, 2007, Vol. 11, No. 229

                             Headlines

ACE SECURITIES: Poor Performance Cues S&P's Ratings Downgrade
ADVENTURE PARKS: Amusement Parks Sold for $51.3 Million
AIRBORNE HEALTH: S&P Holds Developing Watch on Covenant Violations
AMERICAN CAMSHAFT: Court Converts Case to Chapter 7
AMERICAN CAPITAL: Earns $788 Million in Quarter Ended June 30

AMERICAN HOME: Court Approves WL Ross "Stalking Horse" Bidder
AMERIRESOURCE TECH: BizAuctions Achieves Record Revenues in August
AVADO BRANDS: Anticipates Nov. 14 Auction Sale of Assets
BEAR STEARNS: S&P Assigns Default Ratings on Four Classes
BEAR STEARNS: Sufficient Credit Prompts S&P to Affirm Ratings

BIOMENT INC: LVB Acquisition Merger Deal Completed
BIOMET INC: Moody's Puts Corporate Family Rating at B2
BLACKBOARD INC: Loan Repayment Cues S&P to Lift Rating to BB
BRAVO! BRANDS: Voluntary Chapter 7 Case Summary
BROOKLYN NAVY: Fitch Holds Senior Debt Rating at BB

C-BASS MORTGAGE: S&P Affirms 'BB+' Rating on Class B-4 Certs.
CARBIZ INC: J. Halloran Promoted to Vice President of Finance
CHRISTOPHER LILLIE: Case Summary & 20 Largest Unsecured Creditors
CLEAR CHANNEL: Stockholders Approve THL/Bain Capital Merger Deal
CLEAR CHANNEL: Fitch Expects to Cut Issuer Default Rating to B

COACH INDUSTRIES: Court Approves Hodgson Russ as Counsel
COACH INDUSTRIES: Section 341(a) Meeting Scheduled for October 15
CWABS ASSET: S&P Junks Rating on Class M-6 Certificates
CWABS INC: S&P Cuts Rating on 2004-4 Class B Loans to B
DAVITA INC: Improved Metrics Cue Fitch to Upgrade Ratings

DELTA AIR: Wants Final Decree Entered Closing 17 Cases
ECHOSTAR COMM: Board Advises Spin-off of Infrastructure Assets
ECHOSTAR COMM: Inks Deal to Purchase Sling Media for $380 Mil.
EMTA HOLDINGS: June 30 Balance Sheet Upside-Down by $3.5 Million
ENCHANCED MORTGAGE: Moody's Junks Rating on $20MM Class A-3 Notes

FFMLT TRUST: S&P Junks Rating on Class B-3 and Removes Watch
FIRST FRANKLIN: S&P Lowers Ratings on Five Loan Classes
FORD MOTOR: Four Firms Still On Track to Buy Jaguar & Land Rover
FREMONT GENERAL: In Talks with Ford on Revised Investment Terms
FREMONT HOME: S&P Downgrades Rating on Class SL-M2 to B from AA

GENERAL MOTORS: Inks Tentative Pact on New Labor Contract with UAW
GENERAL MOTORS: Canada Plants Reopened Owe to Tentative UAW Pact
GSAMP TRUST: S&P Affirms BB+ Rating on Class B-4 Certificates
GSAMP TRUST: S&P Lowers Ratings on Two Classes to B+ from BB+
HOME EQUITY: Poor Performance Cues S&P to Lower Ratings

HOME EQUITY: S&P Cuts Rating on Class M-8 to B+ from BB+
ILLINOIS FINANCE: High Vacancy Rates Cue Moody's to Cut Ratings
KANSAS CITY SOUTHERN: Improved Liquidity Cues S&P to Lift Rating
LEINER HEALTH: Moody's Lowers Corporate Family Rating to Caa3
LONG BEACH: Credit Enhancement Reduction Cues S&P to Cut Ratings

LONG BEACH: S&P Assigns Default Ratings on Two Loan Classes
MADISON PARK: S&P Puts Preliminary BB Rating on Class E Notes
MAGNA INTERNATIONAL: Buys 11.9 Mil. Class A Shares for $1.1 Bil.
MARCAL PAPER: DOJ Supports $3 Mil. EPA Settlement Agreement
MASTR ASSET: S&P Puts Low-B Ratings on Two Classes

MASTR SECOND: S&P Puts Default Rating on Class M-6 Certificates
MERIDIAN AUTO: Wants Final Decree Entered Closing Chapter 11 Cases
MERIDIAN AUTOMOTIVE: Files Final Report on Fees Paid
MERRILL LYNCH: S&P Slashes Ratings on Two Certs. Series to BB-
MGM MIRAGE: Infinity World Extends Tender Offer to October 5

NOMURA ASSET: Poor Performance Cues S&P's Default Rating
NTELOS HOLDINGS: Quadrangle Capital to Acquire CVC's Stake
NUTRITIONAL SOURCING: Court OKs FTI as Panel's Financial Advisor
NUTRITIONAL SOURCING: Court Okays Skadden Arps as Panel's Counsel
OGLEBAY NORTON: Harbinger Won't Extend Tender Offer for Shares

ORLANDO CITYPLACE: Holding Public Sale of Assets on November 29
PATMAN DRILLING: Case Summary & 20 Largest Unsecured Creditors
PIERRE FOODS: Covenant Violation Cues S&P to Cut Rating to B
PMA CAPITAL: Good Performance Cues Fitch to Lift Ratings
RADNOR HOLDINGS: Court Extends Solicitation Period to January 14

RAIT CRE: Fitch Affirms BB Rating on $35 Mil. Class J Notes
RANGE RESOURCES: Moody's Lifts Corporate Family Rating to Ba2
RED HAT: Earns $18.2 Million in Second Quarter Ended Aug. 31
SACO I: S&P Lowers Ratings on 26 Classes of Securities
SANMINA-SCI: S&P Affirms Ratings and Revises Outlook to Negative

SOLUTIA INC: Poised to Emerge After Chapter 11 Settlement
SOUTHAVEN POWER: Has Until December 12 to File Chapter 11 Plan
STANDARD PACIFIC: S&P Rates $100MM Sr. Subordinated Notes at B+
STRUCTURED ASSET: S&P Junks Ratings on Three Loan Classes
SUB SURFACE: Completes Acquisition of USM Capital's Unit

SUB SURFACE: Obtains $400,000 Add-Up Funding from U.S. Microbics
SUB SURFACE: Renews $1 Million Credit Line with Pilgrim Bank
TCW SELECT: S&P Holds BB- Ratings on Three Notes
TERWIN MORTGAGE: Poor Performance Cues S&P to Lower Ratings
TEKTRONIX INC: Earns $20.1 Million in First Quarter Ended Sept. 1

TRANSNATIONAL FIN'L: July 31 Balance Sheet Upside-Down by $3.9 Mil
TXU CORP: Commences Tender Offering for $2.3BB of Debt Securities
UNITED SITE: Poor Financial Performance Cues Moody's B3 Rating
VENTURE IX: S&P Assigns Preliminary BB Rating on Class E Notes
VONAGE HOLDINGS: Intends to Appeal $69.5 Million Sprint Verdict

VONAGE HOLDINGS: Appellate Court Upholds Ruling on Two Patents
WARNER CHILCOTT: Moody's Lifts Corporate Family Rating to B1
WENDY'S INTERNATIONAL: Fidelity Joins Three Others in Bidding
WESTWAYS FUNDING: Fitch Takes Rating Actions on Various Classes
WHOLE FOODS: Board Declares Dividend of $0.18 Per Share

WHOLE FOODS: Capers Outlet to Shut Down on October 27
WICKES INC: Disclosure Statement Hearing Scheduled on October 17
XILLIX TECHONOGIES: Completes Plan of Compromise and Arrangement

* Fried Frank London Office Names Sheena McCaffrey as Partner
* Stephen B. Ravin Joins Forman Holt as Named Member

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

                             *********

ACE SECURITIES: Poor Performance Cues S&P's Ratings Downgrade
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes from Ace Securities Corp. Home Equity Loan Trust Series
2006-SL2.
     
The downgrades reflect the poor performance of the collateral
pool.  Monthly net losses have consistently exceeded monthly
excess interest cash flows, resulting in the complete write-down
of the overcollateralization for this deal, as well as $6.88
million in principal write-downs to class B-1.  As a result, S&P
lowered the rating on class B-1 to 'D'.
     
As of the September 2007 distribution period, total delinquencies
were 25.73%, with severe delinquencies of 16.03%.  Although it is
17 months seasoned, the transaction has approximately 11.43% in
cumulative realized losses to date.  The outstanding pool factor
is 62.82%.
     
Subordination, overcollateralization, and excess interest cash
flows provide credit support for this transaction.  The collateral
consists of 30-year, fixed-rate, closed-end second-lien mortgage
loans secured by one- to four-family residential properties.

                        Ratings Lowered

           Ace Securities Corp. Home Equity Loan Trust
                        Series 2006-SL2

                                      Rating
                                      ------
                Series    Class     To       From
                ------    -----     --       ----
                2006-SL2  M-1       AA       AA+
                2006-SL2  M-5       CCC      B
                2006-SL2  B-1       D        CCC


ADVENTURE PARKS: Amusement Parks Sold for $51.3 Million
-------------------------------------------------------
Adventure Parks Group LLC's two amusement parks were sold Tuesday
at an auction approved by the U.S. Bankruptcy Court for the Middle
District of Georgia, John Chambliss of The Ledger in Florida
reports.

According to the report, Cypress Gardens Adventure Park, located
at Winter Haven, Florida, was sold to Land South Holdings for
$16.8 million.  Wild Adventures in Valdosta, Georgia, meanwhile
was sold to Missouri-based Herschend Family Entertainment for
$34.5 million.

The Ledger relates that there were no other bidders for the two
parks, citing the Debtors' counsel Ward Stone, Jr., Esq., at Stone
& Baxter, LLP.  Former Cypress Gardens skier William Beach was
originally expected to bid for Cypress Gardens but backed out at
the last minute, the report adds.

A hearing to approve the sale is scheduled today, The Ledger
discloses.

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

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


AIRBORNE HEALTH: S&P Holds Developing Watch on Covenant Violations
------------------------------------------------------------------
Standard & Poor's Ratings Services said that the ratings on
Airborne Health Inc., including the 'CCC+' corporate credit
rating, remain on CreditWatch with developing implications.  The
ratings were originally placed on CreditWatch on Sept. 19,
2007, following the company's announcement that it was in
violation of its total leverage and interest coverage covenants
under its bank credit agreement as of its fiscal 2008 first
quarter, because of weaker-than-expected operating performance and
additional expenses.  

As a result, Airborne did not have access to its $20 million
revolving credit facility.  Subsequently, on Sept. 21, 2007, the
company secured a waiver which allows it access to its revolver,
extends its ability to issue letters of credit and file its fiscal
year-end April 30, 2007, audited financial statements, and extends
its excess cash flow payment date to Oct. 22, 2007.
     
"We will continue to monitor the company's liquidity, as well as
its efforts to secure an amendment, and will discuss its financial
plans with management before resolving the CreditWatch," said
Standard & Poor's credit analyst Bea Chiem.   When Airborne is
able to secure an amendment (which is expected over the near term)
and receive expected appropriate cushion on its financial
covenants, Standard & Poor's will raise its ratings on the company
by one notch to 'B-'.  "Any further upward ratings revisions
beyond 'B-' are unlikely over the near term until the company is
able to improve operating performance," said Ms. Chiem.


AMERICAN CAMSHAFT: Court Converts Case to Chapter 7
---------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
converted American Camshaft Specialties Inc.'s Chapter 11 case to
one under Chapter 7, Bill Rochelle of Bloomberg News reports.

Early this month, the Court gave the Debtor until September 21 to
explain why its case shouldn't be converted.

The Debtor had failed to file a chapter 11 plan by the August 7
deadline.  Although it asked for an extension to its exclusive
plan-filing period to August 31, it later withdrew that request.

The Official Committee of Unsecured Creditors, in July 2007, had
asked for the conversion citing that the sale of the Debtor's
machinery and equipment to Hilco Industrial LLC for $5.5 million
wasn't enough to reorganize its business.

American Camshaft Specialties Inc. is located at the southwest
corner of M-45 and U.S. 31, includes two plants -- ACS Grand
Haven, which is solely owned by Asimco Technologies, and a joint
venture between Nippon Piston Ring and ACS Inc.  Asimco
Technologies -- http://www.asimco.com/-- is headquartered in      
Beijing, China, and produces a wide range of power train, chassis
and diesel fuel injection products for light duty and commercial
vehicle applications.  Asimco assembles semi-fully finished cast,
steel and assembled camshafts.  Aside from its U.S. operations,
Asimco has 18 manufacturing facilities and 52 sales offices in
China and one regional office in Europe and Japan.  Asimco's major
customers are automotive-based, such as DaimlerChrysler, Ford, GM,
Cummins and CAT.

American Camshaft and three other U.S. affiliates filed for
chapter 11 protection on Dec. 9, 2006 (Bankr. E.D. Mich. Lead Case
No. 06-58298).  Christopher A. Grosman, Esq., and Robert A.
Weisberg, Esq., at Carson Fischer, P.L.C., represent the Debtors.
Lawyers at Schafer and Weiner PLLC represent the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors they listed estimated assets and
debts between $10 million and $50 million.


AMERICAN CAPITAL: Earns $788 Million in Quarter Ended June 30
-------------------------------------------------------------
American Capital Strategies Ltd. reported net earnings of
$788 million, on total operating income of $326 million, for the
second quarter ended June 30, 2007.  This compares to net earnings
of $290 million, on total operating income of $212 million, for
the second quarter of 2006.  In the second quarter of 2007,
American Capital received $32 million of revenue related to its
wholly-owned asset management portfolio company, American Capital
LLC.  This is a 256% increase in third-party fund management
revenues over the second quarter of 2006.  

For the quarter, net portfolio appreciation and realized gains
totaled $584 million compared to $165 million for the second
quarter of 2006.  Of this total, $493 million is related to
appreciation in its asset management portfolio company, American
Capital LLC, driven substantially from the deconsolidation of the
European Capital management company.

"This is a great time to be one of the best capitalized financial
institutions in the world," said Malon Wilkus, American Capital
chairman, president and chief executive officer.  "With less than
one-to-one debt to equity, American Capital has huge competitive
advantages in this new credit environment.  With our One Stop
Buyout(TM) and one stop financing, we fund transactions that are
impossible for some of our competitors to close.  With
demonstrated access to capital in these market conditions, we are
taking advantage of lower multiples, wider spreads and better
terms to generate outstanding risk adjusted returns for our
shareholders."

"We have outperformed the S&P 500 in each of the ten calendar
years since our IPO, including the last recession, with the
exception of our first full year as a public company," said Malon
Wilkus.  "We've done this by growing our dividend at a 13%
compound annual growth rate and providing a 22% total return to
our shareholders over the past ten years.  The current credit and
economic environment is ideal for us to continue this exceptional
performance."

                          Balance Sheet

At June 30, 2007, the company's consolidated balance sheet showed
$12.15 billion in total assets, $5.68 billion in total
liabilities, and $6.47 billion in total shareholders' 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?23b7

               New Investments Totals $4.6 Billion

In the second quarter of 2007, American Capital invested
$3.5 billion of capital and received $1.0 billion of proceeds from
realizations of portfolio investments.  In addition, American
Capital funds under management invested an additional
$1.1 billion, for a total of $4.6 billion of new investments in
the second quarter of 2007.  

         Completes $1 Billion Equity Offering and Raises
      $492 Million in Ninth on Balance Sheet Securitization

In the second quarter of 2007, American Capital completed a
$1 billion equity offering at $45.05 per share, which was 1.5x
book value.  Also during the second quarter of 2007, American
Capital raised $492 million through its ninth on balance sheet
term securitization and increased its capacity under its unsecured
revolving credit facility by $665 million and increased the term
to five years.  

             European Capital Initial Public Offering

During the second quarter of 2007, European Capital completed an
initial public offering of 14.6 million shares, including the full
exercise of the over-allotment option granted to the underwriters,
at a price of EUR9.84 per share, for gross proceeds of  
approximately EUR144 million.  Prior to the IPO, American Capital
exercised its warrant to purchase 18.75 million shares of European
Capital for an exercise price of EUR9.50 per share, or
EUR178 million.  Subsequent to the IPO, American Capital owns 65%
of European Capital with a cost basis of $905 million and fair
value of $1.0 billion.

European Capital is managed by European Capital Financial Services
Limited.  ECFS was a direct wholly-owned operating subsidiary,
which was consolidated by American Capital in accordance with
generally accepted accounting principles prior to the IPO of
European Capital.  

               Deconsolidation of European Capital

During the second quarter of 2007, American Capital formed a
parent holding company, American Capital LLC, to own all American
Capital owned third party fund managers.  Accordingly, American
Capital transferred the ownership of ECFS and its two other
wholly-owned fund managers to American Capital LLC subsequent to
the IPO of European Capital.  

                      About American Capital

Headquartered in Bethesda, Maryland American Capital Strategies
Ltd. (NasdaqGS: ACAS) -- http://www.americancapital.com/-- is one  
the largest U.S. publicly traded private equity fund and one of
the largest publicly traded alternative asset managers.  American
Capital, both directly and through its global asset management
business, is an investor in management and employee buyouts,
private equity buyouts, and early stage and mature private and
public companies.  

                          *     *     *

As reported in the Troubled Company Reporter on July 11, 2007,
Moody's Investors Service assigned a Baa2 rating to American
Capital Strategies, Ltd. $500 million combined debt offering.  

In addition, Moody's assigned a (P)Baa2 senior, unsecured and a
(P)Ba1 preferred stock rating to ACAS's $5 billion shelf
registration.  The ratings outlook is stable.


AMERICAN HOME: Court Approves WL Ross "Stalking Horse" Bidder
-------------------------------------------------------------
American Home Investment Corp. disclosed yesterday that the U.S.
Bankruptcy Court for the District of Delaware approved an entity
sponsored by WL Ross & Company LLC as the stalking horse bidder
for American Home's mortgage servicing platform and mortgage
servicing rights.

The purchase price payable under the stalking horse agreement is
based on a formula, tied primarily to the principal amount of
unpaid loan balances under servicing contracts and outstanding
servicing advances as of the closing date.  American Home
estimates, based on current account balances and certain other
assumptions, that the total purchase price would be approximately
$500 million.

The motion was supported by the Official Committee of Unsecured
Creditors and the administrative agent for the pre-petition
lending syndicate for American Home's servicing operation.

With the Court approval, American Home is now soliciting competing
proposals for the sale of its mortgage servicing business by
Oct. 2, 2007, to be considered at an auction scheduled for Oct. 5,
2007.

An objective of American Homes through the sales process is to
provide a seamless transition of mortgage servicing to homeowners
while its servicing operations are transferred to new ownership.

Notwithstanding the value which may be realized in the proposed
sale of the mortgage servicing assets and mortgage servicing
platform, as previously disclosed, the company does not believe
that the sale of its assets in the chapter 11 process will enable
it to pay its creditors in full or that there will be any funds
remaining for distribution to its equity securityholders.

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

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Lead Case No.
07-11047).  James L. Patton, Jr., Esq., Joel A. Waite, Esq., and
Pauline K. Morgan, Esq. at Young, Conaway, Stargatt & Taylor LLP
represent the Debtors.  Epiq Bankruptcy Solutions LLC acts as the
Debtors' claims and noticing agent.  The Official Committee of
Unsecured Creditors has selected Hahn & Hessen LLP as its counsel.  
As of March 31, 2007, American Home Mortgage's balance sheet
showed total assets of $20,553,935,000, total liabilities of
$19,330,191,000.  The Debtors' exclusive period to file a plan
expires on Dec. 4, 2007.


AMERIRESOURCE TECH: BizAuctions Achieves Record Revenues in August
------------------------------------------------------------------
AmeriResource Technologies Inc. disclosed Tuesday that its
subsidiary, BizAuctions Inc., achieved record revenue for the
month of August.

"BizAuctions' sales have continued to grow steady and strong,"
noted chief executive officer Delmar Janovec.  "The month of
August showed record revenue with a substantial increase over
previous monthly sales."

"Management is pleased with BizAuctions' revenue growth since
inception, especially over the last several months.  Although the
company is not profitable at this time, this growth is indicative
of the tremendous opportunity before us as we work to build a
major operation and have a significant impact on corporate
America," Janovec concluded.

The company did not release BizAuctions Inc.'s revenue figures for
August, 2007, but says it will be include this information in the
financial statements for the quarter ended Sept. 30, 2007.

The company disclosed that BizAuctions' revenues have increased
substantially over the last several quarters:

               Quarter Ended           Revenue
               -------------           --------
                  9/30/06              $192,097
                 12/31/06              $223,123
                  3/31/07              $326,906
                  6/30/07              $438,764

BizAuctions Inc. (Other OTC: BZCN.PK) is a provider of commercial
eBay liquidation services for excess inventory, overstock items,
and returns.  Clients have included some of the nation's leading
retail names.

                 About Ameriresource Technologies

Headquartered in Las Vegas, AmeriResource Technologies Inc.
(OTC BB: AMREE.OB) -- http://www.ameriresourcetechnologies.com/--    
operates online auction drop-off locations that provide the
general public to sell items on eBay.  It provides software design
and product development for businesses that sells items on eBay.  
AmeriResource also offers software and hardware system, and self-
serve system called Point of Sales, which offers integrated
system, including restaurant management tools/menus that offer
various reports for inventory and labor control.  The company was
incorporated in 1989 as KLH Engineering Group Inc. and changed
its name to AmeriResource Technologies Inc. in 1996.

At June 30, 2007, AmeriResource Technologies Inc.'s consolidated
balance sheet showed $1.2 million in total assets and $2.4 million
in total liabilities, resulting in a $1.2 million total
stockholders' deficit.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on May 17, 2007,
De Joya Griffith & Company LLP, in Las Vegas, expressed
substantial doubt about AmeriResource Technologies Inc.'s ability
to continue as a going concern after auditing the company's
financial statement as of the years ended Dec. 31, 2006, and 2005.  
The auditing firm pointed to the company's recurring losses from
operations, negative working capital, and negative cash flows
from operations.


AVADO BRANDS: Anticipates Nov. 14 Auction Sale of Assets
--------------------------------------------------------
Avado Brands Inc. intends to ask the U.S. Bankruptcy Court for the
District of Delaware for permission to set up procedures for the
sale of its assets, Bill Rochelle of Bloomberg News reports.

Although no buyer is under contract, Bloomberg says the
Debtor is looking forward to a Nov. 14, 2007 auction sale of its
assets.

The Debtor proposes that bids be due by Nov. 7.

The Debtor also proposes that a hearing to consider the results of
the sale be held on Nov. 20.

As reported in the Troubled Company Reporter on Sept 6, 2007,
Avado disclosed that it plans to use the Chapter 11 process to
complete an orderly sale of the company's assets, via section 363
of the Bankruptcy Code.

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

The Debtor filed for chapter 11 protection on Feb. 4, 2004 (Bankr.
N.D. Tex. Case No. 04-1555).  On April 26, 2005, Judge Steven
Felsenthal confirmed Avado's Modified Plan of Reorganization and
that Plan became effective on May 19, 2005.

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

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


BEAR STEARNS: S&P Assigns Default Ratings on Four Classes
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes from Bear Stearns Mortgage Funding Trust 2006-SL1.
     
The downgrades reflect the poor performance of the collateral
pool.  Monthly net losses have consistently exceeded monthly
excess interest cash flows, resulting in the complete write-down
of the overcollateralization for this deal.  In addition, the
entire principal balances of classes B-2, B-3, and B-4, and
approximately $39,093 of the principal balance of class B-1, have
been written down.
     
As of the September 2007 distribution period, total delinquencies
were 15.54% and severe delinquencies were 9.34%.  Although the
transaction is 13 months seasoned, it has experienced
approximately 9.28% in cumulative realized losses to date.  The
outstanding pool factor is 64.63%.
     
Subordination, O/C, and excess interest cash flows provide credit
support for this transaction.  The collateral consists of 30-year,
fixed-rate, closed-end second-lien mortgage loans secured by one-
to four-family residential properties.

                       Ratings Lowered

          Bear Stearns Mortgage Funding Trust 2006-SL1

                                 Rating
                                 ------
                    Class     To       From
                    -----     --       ----
                    M-2       A        AA
                    M-3       BBB-     A-
                    M-4       B+       BB+
                    M-5       CCC      B
                    B-1       D        CCC
                    B-2       D        CCC
                    B-3       D        CCC
                    B-4       D        CCC


BEAR STEARNS: Sufficient Credit Prompts S&P to Affirm Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of mortgage-backed securities issued from Bear Stearns
Asset Backed Securities I Trust 2004-BO1.  Concurrently, S&P
affirmed its ratings on the remaining eight classes from the
transaction, and on all seven classes from Bear Stearns Asset
Backed Securities I Trust 2004-HE10.
     
The downgrades of classes M-4 and M-5 from series 2004-BO1 reflect
a reduction in credit enhancement as a result of monthly realized
losses.  Monthly realized losses have consistently exceeded excess
interest during the past 12 months.  As of the August remittance
date, the average monthly loss was $3,882,926 over the past 12
months, while excess spread averaged $1,603,176 each month for the
same period.  

Cumulative losses have more than doubled over the past year,
rising to 5.69% from 2.55%. Forty-four percent of the original
pool balance remains outstanding.  Originally, 20% of the loans in
series 2004-BO1 were second-liens.  Currently, 13% of the mortgage
pool is second-lien loans.  Approximately 4% of the original
mortgage pool backing series 2004-HE10 was made of second-lien
loans.  Currently, second-lien collateral makes up 3% of the
mortgage pool.
     
The affirmations reflect sufficient credit enhancement for the
current ratings.  The classes with affirmed ratings have actual
and projected credit support percentages that are in line with
their original levels.  Series 2004-HE10 has experienced only
0.99% in cumulative realized losses and 18% of its original pool
balance remains outstanding.
     
Subordination, overcollateralization, and excess spread provide
credit support for both transactions.  The collateral originally
consisted primarily of adjustable- and fixed-rate, conventional,
closed-end subprime mortgage loans.

                        Ratings Lowered

          Bear Stearns Asset Backed Securities I Trust

                                       Rating
                                       ------
              Series      Class       To       From
              ------      -----       --       ----
              2004-BO1    M-4         A        AA+
              2004-BO1    M-5         BBB      AA+

                        Ratings Affirmed

          Bear Stearns Asset Backed Securities I Trust

               Series      Class             Rating
               ------      -----             ------
               2004-BO1    I-A-1, I-A-2      AAA
               2004-BO1    I-A-3, II-A-1     AAA
               2004-BO1    II-A-2, M-1, M-2  AAA
               2004-BO1    M-3               AAA
               2004-BO1    M-2, M-3          AA+
               2004-BO1    M-6               BB
               2004-BO1    M-7               B
               2004-BO1    M-8               B-
               2004-BO1    M-9-A, M-9-B      CCC
               2004-HE10   M-1               AA
               2004-HE10   M-2               A
               2004-HE10   M-3               A-
               2004-HE10   M-4               BBB+
               2004-HE10   M-5               BBB
               2004-HE10   M-6               BBB-
               2004-HE10   M-7               BB+


BIOMENT INC: LVB Acquisition Merger Deal Completed
--------------------------------------------------
Biomet, Inc. disclosed Tuesday the completion of its merger with
LVB Acquisition Merger Sub, Inc., a wholly-owned subsidiary of LVB
Acquisition, Inc.

LVB Acquisition, Inc. is indirectly owned by investment
partnerships directly or indirectly advised or managed by The
Blackstone Group L.P., Goldman Sachs & Co., Kohlberg Kravis
Roberts & Co. L.P. and TPG Capital.

Pursuant to the merger, Biomet shareholders (other than LVB
Acquisition Merger Sub, Inc. or LVB Acquisition, Inc.) will
receive $46.00 in cash, without interest and less any required
withholding taxes, for each outstanding Biomet common share.  

As a result of the merger, Biomet common shares ceased trading on
NASDAQ at market close on September 25, 2007, and will no longer
be listed.

Shareholders of Biomet who are the holders of record of Biomet
stock certificates will receive instructions and a letter of
transmittal by mail from American Stock Transfer & Trust Company,
the paying agent for the merger, concerning how and where to
forward their certificates for payment.  For shares held in
"street name" by a broker, bank or other nominee, shareholders
will not need to take any action to have shares converted into
cash, as this will be done by the broker, bank or other nominee.  
Questions about the deposit of merger proceeds should be directed
to the appropriate broker, bank or other nominee.

                          About Biomet

Biomet, Inc. and its subsidiaries design, manufacture, and market
products used primarily by musculoskeletal medical specialists in
both surgical and non-surgical therapy. Biomet's product portfolio
encompasses reconstructive products, including orthopedic joint
replacement devices, bone cements and accessories, autologous
therapies and dental reconstructive implants; fixation products,
including electrical bone growth stimulators, internal and
external orthopedic fixation


BIOMET INC: Moody's Puts Corporate Family Rating at B2
------------------------------------------------------
Moody's Investors Service assigned final debt ratings to Biomet
Inc. (B2 Corporate Family Rating) in conjunction with the close of
the leveraged buy-out transaction by a consortium of equity
sponsors.  The rating outlook is negative.

There is no change from the provisional debt ratings that had
previously been assigned.  The provisional (P)B2 CFR reflected
uncertainty about the final terms of the transaction.  Moody's
notes that subsequent to the assignment of provisional ratings in
May 2007, higher interest rates and a revolver draw of about $130
million (raising incremental debt by about $80 million) have
reduced Biomet's flexibility within the B2 rating.  Also, as a
result, the company's Speculative Grade Liquidity rating has been
changed to an SGL-3 from an SGL-2, which was assigned in
conjunction with the provisional ratings.

Diana Lee, a Senior Credit Officer at Moody's said, "Higher
borrowing costs and the need to use the revolver eliminate any
cushion that may have been available to the company.  As a result,
performance below expectations will have greater potential to
trigger a downgrade."

Ratings assigned with a negative outlook:

Biomet, Inc.

-- Corporate Family Rating at B2

-- $350 Million Asset backed revolver at Ba2, (LGD2, 13%)

-- $400 Million Secured cash flow revolver at B1, (LGD3, 36%)

-- $3.547 Billion Secured term loan at B1, (LGD3, 36%)

-- $775 Million Unsecured senior notes or bridge loan at B3,
    (LGD4, 63%)

-- $775 Million Unsecured PIK option notes or bridge loan at
    B3, (LGD4, 63%)

-- $1.015 Billion Unsecured subordinated notes or bridge loan
    at Caa1, (LGD6, 93%)

-- PDR at B2

Rating changed:

-- Speculative grade liquidity rating: SGL-3 from SGL-2

Moody's believes that Biomet's very high leverage and weak
financial strength and financial policy ratios - some of which are
positioned in the "Caa" category - are a key credit risk. In
particular, interest coverage is negligible and the company's
ability to repay a significant portion of its debt with cash flow
is extremely limited.  While there are no financial covenants in
the revolving bank agreements, there is material adverse change
representation and warranty language.

The presence of external liquidity sources as well as equity
sponsors that have committed significant capital (of about
$5.4 billion) lower the likelihood of default for the near term,
and should provide management more time to improve free cash flow.  
The B2 CFR also considers the company's size and the fairly stable
nature of the orthopedic industry, which is expected to continue
to benefit from steady demand.  As a result, Moody's believes that
the B2 CFR is appropriate even though leverage (estimated at about
9 times pro forma Debt/EBITDA based on year end May 31, 2007
financial statements) and coverage measures (estimated at 1.1
times pro forma EBITA/interest) are more consistent with lower
ratings.

The rating outlook is negative, reflecting Biomet's weak position
in the B2 category due primarily to Moody's concerns regarding the
high level of debt.  Moody's believes that the company will need
to see operating improvements as well as grow at industry rates in
order to meaningfully de-leverage over the next 12-24 months.

Biomet's SGL-3 rating reflects weak free cash flow, balanced by
substantial external liquidity.  Following the initial draw,
Biomet is expected to have about $620 million of capacity under
two secured bank revolvers.

Biomet Inc, based in Warsaw, Indiana, is one of the leading
manufacturers of orthopedic implants, specializing in
reconstructive devices.


BLACKBOARD INC: Loan Repayment Cues S&P to Lift Rating to BB
------------------------------------------------------------
Standard & Poor's Ratings Services raised its bank loan rating on
Washington, D.C.-based Blackboard Inc.'s $10 million senior
secured credit facility to 'BB' from 'B+', following the repayment
of the outstanding first-lien term loan.  The revolving credit
facility is rated 'BB', two notches higher than the corporate
credit rating on the company, with a recovery rating of '1',
indicating the expectation for very high (90%-100%) recovery in
the event of a payment default or bankruptcy.  The corporate
credit rating remains at 'B+'.
     
Standard & Poor's also assigned its 'B-' rating to the company's
$165 million senior convertible notes.
     
"The rating reflects the company's narrow business profile,
fragmented and competitive market place, and rapid growth," said
Standard & Poor's credit analyst David Tsui.  "These factors are
offset partially by a strengthening position in a growing niche
software market and a significant base of recurring business."
     
Blackboard's target market primarily is the 6,400 North American
higher education institutions, and secondarily, K-12 institutions
and international educational institutions.  Blackboard has a
leading position in the niche course management software market.  
Although the company benefits from high renewal rates and
moderately high switching costs, the market is highly fragmented,
and entry from resource-intensive competitors or open-source
software could be a risk.
     
Financial leverage is moderate for the rating, with total adjusted
debt to EBITDA of 4x as of June 30, 2007, following the issuance
of $165 million senior convertible notes in June.   The company is
acquisitive, having already acquired five companies since 1997,
with the acquisition of WebCT for $154 million being the largest
to date.


BRAVO! BRANDS: Voluntary Chapter 7 Case Summary
-----------------------------------------------
Debtor: Bravo! Brands, Inc.
        fka China Peregrine Food Corporation
        fka China Premium Food Corporation
        fka Bravo! Foods International Corporation
        11300 U.S. Highway 1 Suite 400
        North Palm Beach, FL 33408

Bankruptcy Case No.: 07-17840

Type of business: Formerly known as Bravo Foods International
                  Corp., the Debtor markets branded flavored milk
                  products and flavor ingredients.  See
                  http://www.bravobrands.com

Chapter 7 Petition Date: September 21, 2007

Court: Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Eric A. Rosen, Esq.
                  2925 P.G.A. Boulevard Suite 103
                  Palm Beach Gardens, FL 33410

Quarterly Financial Condition as of March 2007:

   Total Assets: $7,600,000

   Total Debts: $50,320,000

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


BROOKLYN NAVY: Fitch Holds Senior Debt Rating at BB
---------------------------------------------------
Fitch Ratings affirmed Brooklyn Navy Yard Cogeneration Partners'
senior debt rating at 'BB'.  The rating action applies to the
$81 million of taxable debt issued by BNY and the $304 million of
tax-exempt debt issued by the New York City Industrial Development
Agency on behalf of BNY.

BNY owns a nominal 286MW cogeneration facility that delivers its
output primarily to Consolidated Edison of New York under a long
term energy services agreement.  Under the ESA, ConEd purchases
essentially the entire output of the facility in the form of
electricity and steam.  Electrical deliveries are proportionately
greater in the summer and steam deliveries are proportionately
greater in the winter.  BNY's senior debt obligations are payable
in April and October.  In recent years, coverage of the April
payments averages 1.3x, and 0.9x for the October payment.

Technical issues have historically reduced energy deliveries and
prevented the project from achieving capacity requirements under
the ESA.  Fitch expects that repairs undertaken in 2005, for which
BNY incurred $30 million of additional senior indebtedness, have
returned the project to operational form.

Financial results have shown improvement as well, as coverage was
about 1.2x for the October 2006 payment and 1.4x for the April
2007 payment.  However, future improvements in cash flow may be
offset by additional natural gas taxes levied by the New York
State Department of Taxation and Finance, which BNY estimates will
be between $4 million and $6 million annually.

Despite disputing the applicability of the tax law, BNY began
paying the taxes as of June 2007.  BNY and NYSDTF are in the
preliminary stages of negotiating the tax, and Fitch does not
expect an imminent resolution.  The current rating action
incorporates the assumption the natural gas tax will be an ongoing
expense in the order of magnitude indicated.  However, Fitch
recognizes additional rating action may be required depending on
the actual size of the tax and the ultimate resolution of the
dispute.


C-BASS MORTGAGE: S&P Affirms 'BB+' Rating on Class B-4 Certs.
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 10
classes of C-Bass mortgage loan asset-backed certificates from
2004-CB4 Trust.
     
The affirmations reflect sufficient credit enhancement for the
current ratings.  The classes with affirmed ratings have actual
and projected credit support percentages that are in line with
their original levels.

                         Ratings Affirmed

                          2004-CB4 Trust
    C-Bass mortgage loan asset-backed certificates 2004-CB4

              Series      Class             Rating
              ------      -----             ------
              2004-CB4    A-4, A-5, A-6     AAA
              2004-CB4    M-1               AA+
              2004-CB4    M-2               A+
              2004-CB4    M-3               A
              2004-CB4    B-1               BBB+
              2004-CB4    B-2               BBB
              2004-CB4    B-3               BBB-
              2004-CB4    B-4               BB+


CARBIZ INC: J. Halloran Promoted to Vice President of Finance
-------------------------------------------------------------
Carl Ritter, chief executive officer CarBiz Inc. disclosed the
promotion of Jennifer Halloran to vice president of finance.

Mrs. Halloran previously served as controller at CarBiz, where she
has been employed since 2000 in accounting, human resource
administration and administrative operations.  In this position
Jennifer's responsibilities will increase to handling the
reporting functions for the SEC. Before joining CarBiz, she served
as general manager for a national food service company.

"We recognize the quality leadership Jennifer Halloran has brought
to CarBiz and her promotion will help position us for future
growth," said Stan Heintz, chief financial officer of CarBiz.

                        About CarBiz Inc.

Headquartered in Sarasota, Fla., CarBiz Inc. (OTC BB: CBZFF.OB) --
http://www.carbiz.com/-- provides software, training and   
consulting solutions to the United States automotive industry.
CarBiz's suite of business solutions includes dealer software
products focused on the "buy-here pay-here", sub-prime finance and
automotive accounting markets.  CarBiz also operates "buy-here
pay-here" dealerships in Florida through its CarBiz Auto Credit
division that are wholly-owned or joint venture companies.

                       Going Concern Doubt

Christopher, Smith, Leonard, Bristow & Stanell P.A., in Sarasota,
Fla., expressed substantial doubt about Carbiz Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements as of the years ended Jan. 31,
2007, and 2006.  The auditing frim pointed to the company's
recurring losses from operations and net capital deficiency.

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


CHRISTOPHER LILLIE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Christopher Sean Lillie
        Cheyra Alejandra Lillie
        fka Cheyra Garcia
        13 Via Conocido
        San Clemente, CA 92673

Bankruptcy Case No.: 07-13049

Type of business: The Debtors own and operate Prestige Lending
                  Group, which is engaged in mortgage lending,
                  commercial investment and banking.  They also
                  own and operate C.&C. Logistic Device Corp.,
                  which sells electronics in wholesale.

Chapter 11 Petition Date: September 25, 2007

Court: Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Andrew S. Bisom, Esq.
                  695 Town Center Drive, Suite 700
                  Costa Mesa, CA 92626
                  Tel: (714) 245-8800

Total Assets: $4,717,280

Total Debts:  $4,435,503

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Wilshire Credit Corp.                                    $880,000
P.O. Box 7195
Pasadena, CA 91109-7195

Fremont Investment & Loan      Mortgage                  $219,543
P.O. Box 25100                 Value of security:
Santa Ana CA. 92799-5100       $900,000.00

Law Offices of Joseph                                    $117,195
Graziano
18757 Burbank Boulevard,
Suite 300
Tarzana, CA 91356
                                                            
Wells Fargo Bank               Guarantor                  $74,019

Allied Resources II, L.L.C.    Trade Creditor             $49,536

B.M.W. Bank of North America   Value of security:         $48,867
                               $37,000

Bank of America                Guarantor                  $39,042

Orange County Credit Union     Value of security:         $38,614
                               $35,000.00

Citi Cards                     Credit Card Purchases      $19,513

A.A.A. Financial Services      Credit Card Purchases      $18,111

Mendelson Law Group                                       $11,373

Joseph Steven & Association                               $11,000

American Express               Guarantor                  $10,982

Wells Fargo Bank               Guarantor                  $10,492

C.H.R.L.2, L.L.C.              Trade Creditor             $10,000

Discover                       Credit Card Purchases       $9,629

U.S.C.B.                                                   $9,451

Discover Card                  Credit Card Purchases       $8,183

Citi Cards                     Credit Card Purchases       $8,121

G.E. Money Bank                Credit Card Purchases       $3,500


CLEAR CHANNEL: Stockholders Approve THL/Bain Capital Merger Deal
----------------------------------------------------------------
Clear Channel Communications, Inc., disclosed that based on a
preliminary vote count, Clear Channel shareholders approved the
adoption of the merger agreement with a group led by T.H. Lee
Partners, L.P. and Bain Capital Partners, LLC.

The transaction remains subject to requisite regulatory approvals
and customary closing conditions.

At a special meeting of shareholders held on September 25,
Tuesday, the number of shares voted in favor of the transaction
represented more than 73% of the total shares outstanding and
entitled to vote at the meeting.  The preliminary tabulation
indicates that approximately 98% of the shares voted were cast in
favor of the transaction.

"We are pleased with the outcome of [Tues]day's vote," said Mark
Mays, Chief Executive Officer of Clear Channel.  "On behalf of
Clear Channel's Board of Directors, I want to thank our
shareholders and hard-working employees for their support
throughout this process. We look forward to completing this
transaction with T.H. Lee and Bain as quickly as possible."

On May 18, 2007, Clear Channel entered into a second amendment to
its merger agreement with a private equity group co-led by Thomas
H. Lee Partners, L.P. and Bain Capital Partners, LLC.

Under the terms of the merger agreement, as amended, Clear Channel
shareholders will receive $39.20 in cash for each share they own
plus additional per share consideration, if any, if the closing of
the merger occurs after December 31, 2007.  This is an increase
from the previous cash consideration of $39.00 per share.

As an alternative to receiving the $39.20 per share cash
consideration, Clear Channel's unaffiliated shareholders were
offered the opportunity on a purely voluntary basis to exchange
some or all of their shares of Clear Channel common stock on a
one-for-one basis for shares of Class A common stock in the new
corporation formed by the private equity group to acquire Clear
Channel (subject to aggregate and individual caps), plus the
additional per share consideration, if any.

At the meeting, all proxy cards and ballots were turned over to
the independent inspector of elections, Mellon Investor Services,
LLC, for final tabulation and certification.

                 About Thomas H. Lee Partners

Thomas H. Lee Partners, L.P. -- http://www.thl.com/-- is one of  
the oldest and most successful private equity investment firms in
the United States.  Since its founding in 1974, THL has become the
preeminent growth buyout firm, raising approximately $20 billion
of equity capital and investing in more than 100 businesses with
an aggregate purchase price of more than $125 billion and
generating superior returns for its investors and partners.  
Notable transactions sponsored by the firm include Houghton
Mifflin, National Waterworks, Univision, The Nielsen Company, West
Corporation, Fidelity National Information Services, Dunkin
Brands, Fisher Scientific, Experian and ProSiebenSat.1 Media.

                  About Bain Capital Partners

Bain Capital Partners, LLC -- http://www.baincapital.com/-- is a  
global private investment firm that manages several pools of
capital including private equity, high-yield assets, mezzanine
capital and public equity with more than $40 billion in assets
under management.  Since its inception in 1984, Bain Capital has
made private equity investments and add-on acquisitions in over
230 companies around the world, including investments in a broad
range of companies such as Burger King, HCA, Warner Chilcott, Toys
"R”"Us, AMC Entertainment, Sensata Technologies, Burlington Coat
Factory and ProSiebenSat1 Media.  Headquartered in Boston, Bain
Capital has offices in New York, London, Munich, Tokyo, Hong Kong
and Shanghai.

               About Clear Channel Communications

Clear Channel Communications, Inc. -- http://www.clearchannel.com/
-- (NYSE: CCU) is a global media and entertainment company
specializing in "gone-from-home" entertainment and information
services for local communities and premiere opportunities for
advertisers.  Based in San Antonio, Texas, the company's
businesses include radio, television and outdoor displays.


CLEAR CHANNEL: Fitch Expects to Cut Issuer Default Rating to B
--------------------------------------------------------------
In line with previous guidance, Fitch Ratings expects to downgrade
Clear Channel Communications Inc.'s Issuer Default Rating to 'B'
from 'BB-'.  The rating outlook is expected to be stable.  
Existing ratings remain on rating watch negative pending the
closing of the transaction and review of final documentation.

The expected rating action reflects the announcement by the
company that shareholder's have approved the acquisition of the
company by a group led by Thomas H. Lee Partners, L.P. and Bain
Capital Partners LLC.

Given the information currently available, including current
valuation and financing commitments, Fitch believes that the IDR
will be 'B'.  Fitch expects pro forma leverage and interest
coverage to about 9x and 1.5x, respectively, after taking into
account estimated proceeds from planned asset sales.  The
stability of the company's traditional outdoor business, the
strong un-levered free cash flow dynamics of its radio business,
and growth prospects from digital initiatives support the expected
rating and outlook.  Operating concerns include continued
pressured industry trends in traditional radio broadcasting.

The company has stated that at least a majority in principal
amount of the 7.65% senior notes due 2010 and the 8% AMFM senior
notes due 2008 will be redeemed.  Publicly disclosed information
to this point is not adequate for Fitch to estimate where the
remaining $5 billion of existing unsecured bonds will fall within
the capital structure.  Subject to standard carve-outs, existing
bonds have a limitation on mortgages covenant that restricts liens
upon the equity or debt of a subsidiary, as well as liens upon any
principal property in the United States.  The Indenture does not
appear to limit subsidiary guarantees.

Depending on the placement of the existing bonds, Fitch expects
the secured debt to be rated with 0 to 1 notches up from the IDR
and the new unsecured debt to be rated 1 to 2 notches below the
IDR.  Any debt structurally subordinate to the new unsecured debt
would be notched down accordingly.


COACH INDUSTRIES: Court Approves Hodgson Russ as Counsel
--------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
New York gave Coach Industries Group Inc. authority to employ
Hodgson Russ LLP as its bankruptcy counsel.

As the Debtor's attorney, the firm is expected to:

   a. evaluate various claims and offsets;
   b. prepare disclosure statement and Chapter 11 plan;
   c. recover voidable transfers, if any;
   d. attend 341 hearing and valuation hearing, if any;
   e. negotiate and litigate with secured creditors; and
   f. apply for sale under Section 363 of the Bankruptcy Code.

The Debtor tells the Court that it paid the firm a $50,000
retainer fee.

Richard L. Weisz, Esq., a partner of the firm, will bill $300 per
hour for this engagement.

Mr. Weisz assures the Court that the firm does not hold any
interest adverse to the Debtor's estate and is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Mr. Weisz can be reached at:

   Richard L. Weisz, Esq.
   Hodgson Russ LLP
   677 Broadway, Suite 301
   Albany, New York 12207
   Tel: (518) 465-2333
   Fax: (518) 465-1567
   http://www.hodgsonruss.com/

Glens Falls, New York-based Coach Industries Group Inc. is a
holding company focused on providing independent contractor
settlement to courier operators and their drivers.  The Debtor
filed for Chapter 11 bankruptcy protection on Sept. 20, 2007
(Bankr. N.D.N.Y. Case No. 07-12516).  When the Debtor filed for
bankruptcy, it disclosed total assets of $11,438,693 and total
debts of $175,451,040.


COACH INDUSTRIES: Section 341(a) Meeting Scheduled for October 15
-----------------------------------------------------------------
The United States Trustee for Region 2 will convene a hearing of
creditors of Coach Industries Inc. on Oct. 15, 2007, 1:00 p.m., at
Hearing Room 101, Ground Floor, No. 74 Chapel Street, in Albany,
New York.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Glens Falls, New York-based Coach Industries Group Inc. is a
holding company focused on providing independent contractor
settlement to courier operators and their drivers.  The Debtor
filed for Chapter 11 bankruptcy protection on Sept. 20, 2007
(Bankr. N.D.N.Y. Case No. 07-12516).  When the Debtor filed for
bankruptcy, it disclosed total assets of $11,438,693 and total
debts of $175,451,040.


CWABS ASSET: S&P Junks Rating on Class M-6 Certificates
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes from CWABS Asset Backed Certificates Trust 2006-SPS1.
     
The downgrades reflect the poor performance of the collateral
pool.  Monthly net losses have consistently exceeded monthly
excess interest cash flows, resulting in the complete write-down
of the overcollateralization for this deal.  In addition, the
principal balances for classes M-9 and B have been written down to
zero, whereas class M-8 realized a principal write-down
of approximately $1.42 million.
     
As of the September 2007 distribution period, total delinquencies
were 15.97%, and severe delinquencies were 7.42%. Although the
transaction is 14 months seasoned, it has approximately 15.16% in
cumulative realized losses to date.  The outstanding pool factor
is 68.99%.
     
Subordination, O/C, and excess interest cash flows provide credit
support for this transaction.  The collateral consists of 30-year,
fixed-rate, closed-end second-lien mortgage loans secured by one-
to four-family residential properties.

                        Ratings Lowered

        CWABS Asset Backed Certificates Trust 2006-SPS1

                                      Rating
                                      ------
              Series     Class     To       From
              ------     -----     --       ----
              2006-SPS1  M-3       A        AA
              2006-SPS1  M-4       BBB-     A-
              2006-SPS1  M-5       B+       BB+
              2006-SPS1  M-6       CCC      B
              2006-SPS1  M-8       D        CCC
              2006-SPS1  M-9       D        CCC
              2006-SPS1  B         D        CCC


CWABS INC: S&P Cuts Rating on 2004-4 Class B Loans to B
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of mortgage-backed securities from CWABS Inc.'s series
2004-4.  Concurrently, S&P affirmed its ratings on the remaining
10 classes from this transaction.
     
The downgrades of classes M-7 and B reflect a reduction in credit
enhancement resulting from monthly realized losses as well as a
high amount of severe delinquencies (90-plus days, foreclosures,
and REOs).  As of the August remittance date, monthly realized
losses had exceeded excess interest during
five of the past six months.  The average monthly loss was
$896,250 over the past six months, while excess spread averaged
$440,586 for the same period.  There is $32,532,273 in severe
delinquencies, compared with $6,988,091 in overcollateralization.
Overcollateralization is currently 0.39% of the original pool
balance, 11 basis points below its target.
     
The affirmations reflect sufficient credit enhancement for the
current ratings.  The classes with affirmed ratings have actual
and projected credit support percentages that are in line with
their original levels.
     
Subordination, overcollateralization, and excess spread provide
credit support for this transaction.  The collateral for this
transaction consists primarily of fixed- and adjustable-rate
mortgage loans secured by first liens on one- to four-family
residential properties.

                        Ratings Lowered

                           CWABS Inc.

                                         Rating
                                         ------
             Series      Class          To     From
             ------      -----          --     ----
             2004-4      M-7            BBB    A-
             2004-4      B              B      BB

                        Ratings Affirmed

                           CWABS Inc.

             Series       Class             Rating
             ------       -----             
             2004-4       1-A, 2-A, 3-A-2   AAA
             2004-4       A                 AAA
             2004-4       M-1, M-2          AA+
             2004-4       M-3, M-4          AA
             2004-4       M-5               AA-
             2004-4       M-6               A


DAVITA INC: Improved Metrics Cue Fitch to Upgrade Ratings
---------------------------------------------------------
Fitch Ratings upgraded DaVita, Inc.'s ratings as:

-- Issuer Default Rating to 'BB-' from 'B+';
-- Bank credit facility to 'BB+' from 'BB/RR2';
-- Senior subordinated notes to 'B' from 'B-/RR6';
-- Senior unsecured notes to 'BB-' from 'B/RR5';

The rating outlook is stable.

In accordance with Fitch's published methodology, the recovery
ratings on all issues of DaVita will no longer be published. The
ratings actions apply to about $3.7 billion of debt outstanding as
of June 30, 2007.

The ratings reflect DaVita's improved financial and operating
metrics partially offset by continued industry pressures. DaVita's
key credit metrics continue to improve significantly. Leverage has
declined to 3.62x for the last 12 months ended June 30, 2007 from
6.85x at the end of 2005.  This reduction was driven by both a
decrease in debt (total debt reduced to approximately $3.7 billion
from $4.2 billion) and an increase in EBITDA (increased to
$1,024 million from $607 million).

DaVita also benefits from strong, consistent cash flows (free cash
flow for the LTM ended June 30, 2007 was about
$249 million) and relatively low fixed costs and maintenance
capital expenditures.  Although Fitch believes profitability will
be pressured over the next few years due largely to managed care
pricing and the reimbursement and usage of pharmaceuticals,
leverage is expected to remain consistent with the 'BB-' rating
category.

DaVita continues to demonstrate strong operating performance.
Operating EBITDA for the first half of 2007 was about
$530 million, almost $100 million more than during the first half
of 2006 when it was about $445 million.  Furthermore, the second
quarter marked the sixth consecutive quarter of EBITDA margin
improvement.  DaVita has also demonstrated steady organic growth
(non-acquired treatment growth was 4.6% for the second quarter of
2007).  Fitch believes this rate of growth is above-market and
indicates that DaVita has not been distracted by its integration
of DVA Renal Healthcare Inc. (formerly known as Gambro Healthcare
Inc.).  The fundamental strength of DaVita's operations and recent
positive trends should help mitigate the impact of growing
industry pressures.

As Fitch has noted in the past, the use and reimbursement of
pharmaceuticals used in dialysis, particularly the anemia drug
Epogen, has come under increased scrutiny. Fitch estimates that
EPO represents about 20%-25% of DaVita's overall revenues and a
greater portion of the company's EBITDA.  Thus any changes in
reimbursement or usage could have a material negative impact on
the company.  Fitch notes that an FDA panel met Sept. 11 to
discuss possible label changes for dialysis patients.  The panel
decided not to set an upper target for Hemoglobin levels, which
could have led to further reductions in EPO usage.  The FDA is not
obligated to follow the recommendations of the panel but generally
does so.

In addition, the House recently passed an extension to the
Children's Health Insurance Program, which proposed reimbursement
changes for dialysis which could negatively impact DaVita and
other providers in the industry.  Recommendations in the bill
include introducing a bundled payment system for dialysis and
pharmaceuticals, reducing EPO payments to 'large' dialysis
providers, and extending the Medicare Secondary Payor provision
from 30 to 42 months.

Fitch believes that the MSP provision would most likely have a
positive impact on DaVita and the impact of the bundling system
could be negative or positive, depending on the terms of the
bundling.  Although it now appears that the final CHIP bill will
exclude the above-mentioned Medicare provisions, Fitch will watch
closely for the introduction of separate legislation to address
these issues.

At June 30, 2007, DaVita had about $3.7 billion in outstanding
debt, including about $1.9 billion in term loans under its secured
credit facility, $900 million of 6.625% senior notes due 2013, and
$850 million of 7.25% senior subordinated notes due 2015.  
Liquidity comprised $397 million in cash on hand as well as $200
million in availability on its secured revolving credit facility,
net of $50 million in outstanding letters of credit.  Fitch
believes DaVita may allocate more cash to fund investments and/or
return value to shareholders, and that pre-payments on its credit
facility, if any, will be to a lesser extent than in the past.


DELTA AIR: Wants Final Decree Entered Closing 17 Cases
------------------------------------------------------
Pursuant to Section 350(a) of the Bankruptcy Code and Rule 3022 of
the Federal Rules of Bankruptcy Procedure, Delta Airlines, Inc.,
asks the U.S. Court to issue a final decree closing the Chapter 11
cases of 17 reorganized debtor-affiliates, effective Sept. 28,
2007:

   Debtor                                    Case No.
   ------                                    --------
   ASA Holdings, Inc.                        05-17946
   Comair Holdings, LLC                      05-17931
   Comair Services, Inc.                     05-17935
   Crown Rooms, Inc.                         05-17922
   DAL Aircraft Trading, Inc.                05-17941
   DAL Global Services, LLC                  05-17928
   DAL Moscow, Inc.                          05-17937
   Delta Airelite Business Jets, Inc.        05-17942
   Delta Benefits Management, Inc.           05-17945
   Delta Connection Academy, Inc.            05-17926
   Delta Corporate Identity, Inc.            05-17939
   Delta Loyalty Management Services, LLC    05-17932
   Delta Technology, LLc                     05-17927
   Delta Ventures III, LLc                   05-17936
   Epsilon Trading, LLC                      05-17943
   Kappa Capital Management, Inc.            05-17947
   Song, LLC                                 05-17921

Bankruptcy Rule 3022 provides that after an estate is fully
administered in a chapter 11 reorganization case, the court, on
its own motion or on motion of a party in interest, shall enter a
final decree closing the case.  The Advisory Note to Bankruptcy
Rule 3022 directs courts to apply six factors to determine
whether a bankruptcy case has been "fully administered."

Timothy E. Graulich, Esq., at Davis, Polk & Wardwell, in New
York, tells the Court that the 17 estates meet each of the six
factors:

  (1) The Court's Order on April 25, 2007 confirming
the                          
      Reorganized Debtors' Plan is final; notwithstanding it
      being subjected to a single appeal restricted to the
      narrow question of the scope of exculpation clauses in the
      Plan that are applicable to UMB Bank, N.A.;

  (2) Delta has established reserves of stock that will be
      distributed to the Creditors of Delta and Comair, Inc.
      which do not implicate the Fully Administered Cases;

  (3) Delta has distributed and transferred the cash, stock,
      notes and other property, to be disbursed following the
      confirmation of the Plan;

  (4) Pursuant to the Plan, the Reorganized Debtors have assumed
      management of the reorganized estates, with the election
      of a new Board of Directors;

  (5) One interim distribution to Creditors has been made and
      one to be contemplated in November 2007. The distributions
      are not being made out of the assets of the Fully
      Administered Cases' estates; and

  (6) All pending motions, contested matters, and adversary
      proceedings will be resolved using the pools of assets
      established by the Plan, and will not affect the Fully
      Administered Cases.

Mr. Graulich adds that the 17 reorganized debtor-affiliates'  
cases are inactive and that the Debtors' bankruptcy cases are
substantively limited to Delta and Comair.

In addition, the closing will be cost-effective. Since there will
be no remaining administration required with respect to the Fully
Administered Cases, no U.S. Trustee fees will be incurred.

The request is frequently granted in large bankruptcy cases where
only a few of the cases need to remain open for purposes of
administering the estate, Mr. Graulich notes.  Pursuant to 28
U.S.C. Section 1930(a)(6), a debtor in a chapter 11 case must pay
the U.S. Trustee a quarterly payment for each bankruptcy case
that it administers.

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 328 destinations in 56
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.  

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.
On Jan 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on Feb. 2,
2007.  On Feb. 7, 2007, the Court approved the Debtors' disclosure
statement.  In April 2007, the Court confirmed the Debtors' plan.
(Delta Bankruptcy News, Issue No. 79; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on July 16, 2007,
Fitch Ratings has initiated coverage of Delta Air Lines Inc.
with the assignment of these debt ratings: issuer default rating
'B'; First-lien senior secured credit facilities 'BB/RR1'; and
Second-lien secured credit facility (Term Loan B) 'B/RR4'

As reported in the Troubled Company Reporter on May 2, 2007,
Standard & Poor's Ratings Services raised its ratings on Delta Air
Lines Inc. (B/Stable/--), including raising the corporate credit
rating to 'B', with a stable outlook, from 'D', following the
airline's emergence from Chapter 11 bankruptcy proceedings.


ECHOSTAR COMM: Board Advises Spin-off of Infrastructure Assets
--------------------------------------------------------------
The board of directors of EchoStar Communications Corporation has
directed to pursue possible separation of its businesses into two
distinct publicly traded companies.  EchoStar submitted a request
to the Internal Revenue Service for a ruling as to the tax-free
nature of the transaction.

Under the proposed plan, EchoStar's U.S. consumer pay-TV business
would continue to operate as the DISH Network(R).  Most of the
company's other technology and infrastructure assets would be
spun-off in a transaction intended to be tax-free to EchoStar and
its shareholders.

Upon completion of the spin-off transaction, the shareholders of
EchoStar would have separate pro rata ownership interests in each
company.

"We believe separation of our consumer-based and wholesale
businesses could unlock additional value," Charlie Ergen, chairman
and chief executive officer of EchoStar, said.  "Each company
would be able to separately pursue the strategies that best suit
its respective long-term interests.  The spin-off transaction
would also allow employee incentives to be tied to their
respective company's performance, and improve opportunities to
effectively develop and finance expansion plans."

The transaction would be transparent to DISH Network's over 13.585
million U.S. DBS customers.  Installation, customer service,
billing and other consumer services would continue to be operated
by DISH Network, together with most satellites and spectrum used
to support that subscriber base.

Mr. Ergen would continue to serve as chairman and CEO of DISH
Network, and would fill the same roles with the spun-off company.

The spin-off assets would include EchoStar's:

   -- set top box design and manufacturing business;

   -- international operations; and

   -- assets used to provide fixed satellite services to third
      parties, together with satellites, uplink centers and
      spectrum licenses not considered core to DISH Network's
      subscriber business.

The spin-off is subject to certain conditions, including, final
approval by EchoStar's board of directors of the transaction,
effectiveness of a securities registration statement, confirmation
that the spin-off will qualify as a tax-free transaction for
EchoStar and its shareholders and receipt of regulatory and other
necessary approvals.  Final terms and timing of the transaction
have not yet been determined.  

                 About EchoStar Communications

Based in Englewood, Colorado, EchoStar Communications Corporation
(Nasdaq: DISH) -- http://www.echostar.com/-- serves more than  
13.4 million satellite TV customers through its DISH Network(TM),
a pay-TV provider in the country since 2000.  DISH Network's
services include hundreds of video and audio channels, Interactive
TV, HDTV, sports and international programming, together with
professional installation and 24-hour customer service.  EchoStar
has been into satellite TV equipment sales and support for more
than 25 years.
  
                           *     *     *

Moody's Investors Service assigned a Ba2 Probability of Default
rating to Echostar Communications Corp. on September 2006.

Fitch Ratings assigned a BB- Long-term Issuer Default Rating to
Echostar Communications Corp. on October 2005.

Both ratings still hold to date.


ECHOSTAR COMM: Inks Deal to Purchase Sling Media for $380 Mil.
--------------------------------------------------------------
EchoStar Communications Corporation has agreed to acquire Sling
Media Inc.  The transaction values Sling Media at approximately
$380 million and is payable in cash and EchoStar options.

The transaction is subject to customary closing conditions, and is
expected to close in the fourth quarter of 2007.

"As an early investor in Sling Media, EchoStar has been pleased
with the progress and commitment the company has made establishing
Sling Media and the Slingbox as powerful and beloved digital media
brands," Charlie Ergen, CEO and co-founder of EchoStar, said.  

"With the mobile lifestyle, EchoStar's acquisition of Sling Media
will allow us to offer innovative and convenient ways for our
customers to enjoy their programming on more displays and
locations, including TVs, computers and mobile phones, both inside
and outside of the home.  This combination paves the way for the
development of a host of new innovative products and services for
our subscribers, new digital media consumers and strategic
partners," Mr. Ergen continued.

"We are psyched to make this statement," Blake Krikorian, co-
founder, chairman and CEO of Sling Media, said.  "We have worked
closely with EchoStar for more than two years, and have come to
realize that both companies have similar entrepreneurial cultures
and mutual dedication and passion for creating empowering
experiences that benefit the consumer and the media industry.  By
combining strategies, resources and technologies with EchoStar,
Sling Media will be able to rapidly expand our open multi-platform
product offerings, not only for DISH Network subscribers, but for
digital media enthusiasts around the globe."

                       About Sling Media

Headquartered in San Mateo, California, Sling Media Inc.  --
http://www.slingmedia.com/-- is an innovator in the digital  
lifestyle space.  The company has introduced the Slingbox(TM) and
SlingPlayer(TM) software.  Sling Media's product line is
distributed in over 5,000 retail stores in 11 countries.  The
group also fosters and manages relationships with content creators
and owners.  The company, which was founded in 2004, has received
funding from Allen & Company, Goldman Sachs, Doll Capital
Management, Echostar Communications, Liberty Media, Mobius Venture
Capital, and The Hearst Corporation.

                 About EchoStar Communications

Headquartered in Englewood, Colorado, EchoStar Communications
Corporation (Nasdaq: DISH) -- http://www.echostar.com/-- serves  
more than 13.4 million satellite TV customers through its DISH
Network(TM), a pay-TV provider in the country since 2000.  DISH
Network's services include hundreds of video and audio channels,
Interactive TV, HDTV, sports and international programming,
together with professional installation and 24-hour customer
service.  EchoStar has been into satellite TV equipment sales and
support for more than 25 years.

                           *     *     *

Moody's Investors Service assigned a Ba2 Probability of Default
rating to Echostar Communications Corp. on September 2006.

Fitch Ratings assigned a BB- Long-term Issuer Default Rating to
Echostar Communications Corp. on October 2005.

Both ratings still hold to date.


EMTA HOLDINGS: June 30 Balance Sheet Upside-Down by $3.5 Million
----------------------------------------------------------------
Emta Holdings Inc. reported total assets of $3.5 million and total
liabilities of $7.0 million at June 30, 2007, resulting in a
$3.5 million total stockholders' deficit.  This compares with a
total stockholders' deficit of $2.8 million at March 31, 2007.  

The company's consolidated balance sheet at June 30, 2007, further  
showed strained liquidity with $792,562 in total current
liabilities available to pay $7.0 million in total current
liabilities.

The company incurred a net loss of $832,808 for the first quarter
ended June 30, 2007, compared with a $14.3 million net loss
reported for the first quarter of fiscal 2007.  

Results for the first quarter of fiscal 2007 included a
$14.0 million expense in conjunction with the curing of the
default on the convertible notes.  The company granted the lender
5,000,000 warrants at an exercise price of $2.50 per share.  No
comparable amount was recorded during the three months ended
June 30, 2007.

Net sales for the three months ended June 30, 2007 were $666,724,
an increase of $149,471, or 29.0%, from the three months ended
June 30, 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?23b5

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 20, 2007,
Semple, Marchall & Cooper LLP in Phoenix, Ariz., expressed
substantial doubt about EMTA Holidngs Inc.'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 said that the company has significant operating
losses and negative working capital.

                       About EMTA Holdings

Headquartered in Scottsdale, Ariz., EMTA Holdings Inc. (OTC BB:
EMHD) -- http://www.emtacorp.com/-- is a holding company  
currently engaged in providing innovative solutions to conserve
energy usage, particularly for petroleum-based fuels.   


ENCHANCED MORTGAGE: Moody's Junks Rating on $20MM Class A-3 Notes
-----------------------------------------------------------------
Moody's Investors Service took actions on notes issued by Enhanced
Mortgage-Backed Securities Fund III and Enhanced Mortgage-Backed
Securities Fund IV transactions.

According to Moody's, Enhanced Mortgage-Backed Securities Funds
are market value CDOs backed by highly rated mortgaged backed
securities.  The rating actions reflect the current stressful
market conditions, the deterioration of the market value of the
collateral pool and the transactions' structures including
liquidation parameters.

Moody's noted that while the underlying assets remain highly
rated, the unprecedented illiquidity in the market for mortgage
backed securities has created a high level of uncertainty around
the valuation of the assets, which makes it difficult to assess
the probability of the manager achieving certain prices as
indicated by the recent liquidation of market value CDO deals with
similar structures.

Complete rating actions are:

Enhanced Mortgage-backed Securities Fund III:

-- $14,000,000 Class A-2 Senior Subordinated Notes due August
    2008;

    Prior Rating: A2

    Current Rating: A2 on review for possible downgrade

-- $20,000,000 Class A-3 Subordinated Notes due August 2008

    Prior Rating: Baa2

    Current Rating: Ba3 on review for possible downgrade

Enhanced Mortgage-backed Securities Fund IV:

-- $130,000,000 Class A-1 Senior Notes due February 2011;

    Prior Rating: Aaa

    Current Rating: Aaa on review for possible downgrade

-- $14,000,000 Class A-2 Senior Subordinated Notes due
    February 2011;

    Prior Rating: A2

    Current Rating: Ba2 on review for possible downgrade

-- $20,000,000 Class A-3 Subordinated Notes due February 2011

    Prior Rating: Baa2

    Current Rating: Caa2 on review for possible downgrade


FFMLT TRUST: S&P Junks Rating on Class B-3 and Removes Watch
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of mortgage-backed securities issued by FFMLT Trust 2004-
FF3.  Concurrently, S&P affirmed its ratings on the remaining
three classes from this transaction.
     
The downgrades of classes M-4, B-1, B-2, and B-3 reflect an
increasing amount of real estate owned collateral and a reduction
in credit enhancement as a result of monthly realized losses.  
Monthly realized losses have consistently exceeded excess interest
during the past six months.  As of the August remittance date, the
average monthly loss was $983,052 during the past six months,
while excess spread averaged $366,600 each month for the same
period.

At the same time, the dollar amount of loans that are now REO has
steadily increased over the past year, increasing to $12,603,000
from approximately $7,818,000.  Severe delinquencies make up
14.67% of the current pool balance.  Overcollateralization is
currently 0.25% of the original pool
balance, 25 basis points below its target.
     
The affirmations reflect sufficient credit enhancement for the
current ratings.  The classes with affirmed ratings have actual
and projected credit support that is in line with the original
levels.
     
Subordination, overcollateralization, and excess spread provide
credit support for this transaction.  The collateral for this
transaction consists primarily of fixed- and adjustable-rate
mortgage loans secured by first liens on one- to four-family
residential properties.

                         Ratings Lowered

                       FFMLT Trust 2004-FF3

                                   Rating
                                   ------
                     Class      To        From
                     -----      --        ----
                     M-4        BBB+      A-
                     B-1        BB        BBB+
    
     Ratings Lowered and Removed from Creditwatch Negative
    
                       FFMLT Trust 2004-FF3

                                   Rating
                                   ------
                     Class      To        From
                     -----      --        ----
                     B-2        B         BBB/Watch Neg
                     B-3        CCC       BB+/Watch Neg

                         Ratings Affirmed

                        FFMLT Trust 2004-FF3

                          Class      Rating
                          -----      ------
                          M-1        AA+
                          M-2        A+
                          M-3        A


FIRST FRANKLIN: S&P Lowers Ratings on Five Loan Classes
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes from First Franklin Mortgage Loan Trust 2006-FFB.
     
The downgrades reflect the poor performance of the collateral
pool.  Monthly net losses have consistently exceeded monthly
excess interest cash flows, resulting in the complete write-down
of the overcollateralization for this deal, as well as
approximately $29.26 million in write-downs to the class B-2
principal balance.  As a result, we lowered the rating on class B-
2 to 'D'.
     
As of the September 2007 distribution period, total delinquencies
were 13.19% and severe delinquencies were 6.06%.  Although the
transaction is only nine months seasoned, it has experienced
approximately 7.30% in cumulative realized losses to date.  The
outstanding pool factor is 85.71%.
     
Subordination, O/C, and excess interest cash flows provide credit
support for this transaction.  The collateral consists of 30-year,
fixed-rate, closed-end second-lien mortgage loans secured by one-
to four-family residential properties.

                         Ratings Lowered

          First Franklin Mortgage Loan Trust 2006-FFB

                                      Rating
                                      ------
               Series     Class     To       From
               ------     -----     --       ----
               2006-FFB   M-7       BB+      BBB+
               2006-FFB   M-8       B        BB+
               2006-FFB   M-9       CCC      B
               2006-FFB   B-1       CCC      B
               2006-FFB   B-2       D        CCC


FORD MOTOR: Four Firms Still On Track to Buy Jaguar & Land Rover
----------------------------------------------------------------
Ford Motor Co.'s Jaguar and Land Rover still has four potential
buyers left after two Indian firms, Mahindra & Mahindra and
Cerberus, quit the buying race, Reuters reports, citing sources
familiar with the matter.

The four remaining suitors, according to Reuters' sources, are One
Equity Partners, Ripplewood, Tata Motors and TPG, but these firms
are yet to complete the due diligence.

The Troubled Company Reporter said June 13, 2007, that Ford
employed help from investment banks including Goldman Sachs, HSBC
and Morgan Stanley to explore the sale of its two British luxury
brands, which had lost $12.6 billion last year.

In August, an International Herald Tribune report said Ford's
financial and legal advisers have begun preparing information to
facilitate due diligence for potential bidders of the two marques
as Ford hopes to reach a tentative deal by the end of September.

Ford expects to finalize the sale deal by December or the early
stages of Fiscal Year 2008, Lewis Booth, EVP of Ford's European
units, said, according to Breaking News.ie.

                      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.


FREMONT GENERAL: In Talks with Ford on Revised Investment Terms
---------------------------------------------------------------
Fremont General Corporation said it has been advised by Mr. Gerald
J. Ford that, in light of certain developments pertaining to the
company, he is not prepared to consummate the transactions
contemplated by an investment agreement entered into on May 21,
2007 among the company, Fremont Investment & Loan, and an entity
controlled by Mr. Ford on the terms stated in that agreement.

Shares of the company were off 19% at $4.15 on Wednesday following
the news, The Wall Street Journal relates.

According to the company, the Investment Agreement provides for
the acquisition by an investor group led by Mr. Ford of a
combination of approximately $80 million in exchangeable non-
cumulative preferred stock of FIL and warrants to acquire
additional common stock of Fremont General.

Fremont General said that, while it does not necessarily agree
with the factual positions taken by Mr. Ford, it is in discussions
with Mr. Ford concerning revised terms under which an entity
controlled by Mr. Ford would proceed with an $80 million
investment in exchangeable preferred stock of FIL and receive
warrants to acquire additional common stock of the company.  

The company said that there can be no assurances as to whether or
when the parties may reach an agreement with respect to revised
transaction terms.

Fremont General also said it expects to file its Annual Report on
Form 10-K for the fiscal year ended December 31, 2006, which will
include audited financial statements for such period, and its
Quarterly Reports on Form 10-Q for the fiscal quarters ended March
31, 2007 and June 30, 2007, in mid-October.

                       About Gerald J. Ford

Over the past 30 years, Gerald J. Ford has acquired, consolidated
and sold more than 40 financial institutions and financial
services companies, including mortgage lenders and depository
institutions.  Mr. Ford was chairman and Chief Executive Officer
of Golden State Bancorp Inc. from 1994 through 2002 when
Fremont General was sold to Citigroup for $5.8 billion.

                      About Fremont General

Headquartered in Santa Monica, California, Fremont General
Corporation (NYSE: FMT) -- http://www.fremontgeneral.com/--   
doing business primarily through its wholly owned industrial bank,
Fremont Investment & Loan, is a financial services holding
company.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 29, 2007,
Moody's Investors Service downgraded its ratings on Fremont
General Corporation (senior to Caa2 from B3) including its lead
subsidiary, Fremont Investment and Loan (deposits to B2 from B1).
The Bank Financial Strength Rating of Fremont Investment and Loan
was affirmed at E+.  The rating on the preferred stock issued by
Fremont General Financing I was lowered to Ca from Caa2.

The downgrades, according to Moody's, are a response to low
capital levels at the bank and increased uncertainty that the
holding company can meet its
obligations.


FREMONT HOME: S&P Downgrades Rating on Class SL-M2 to B from AA
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes from Fremont Home Loan Trust 2006-B.
     
The downgrades reflect the poor performance of collateral pool 2
of this transaction, which is backed by 30-year second-lien
mortgages.  Monthly net losses for this pool have continued to
exceed monthly excess cash flow by a large amount and resulted in
a write-down to class SL-M7.  While this pool is seasoned 12
months, SL-M7 is the fourth class to default.
     
As of the August 2007 distribution period, total delinquencies
were 21.89%, with 11.88% categorized as severely delinquent.  Loan
group 2 has approximately 14.43% in cumulative realized losses.  
Additionally, this pool has experienced monthly average losses of
approximately $6.14 million over the past six distribution
periods, and it has a pool factor of 71.58%.
     
Credit support for this transaction is provided by subordination,
overcollateralization, and excess interest cash flow.  The
collateral for this pool consists of 30-year, adjustable- and
fixed-rate, closed-end second-lien mortgage loans secured by one-
to four-family residential properties.

                        Ratings Lowered
         
                Fremont Home Loan Trust 2006-B

                                   Rating
                                   ------
              Class          To              From
              -----          --              ----
              SL-A           A               AAA
              SL-M1          BB+             AA+
              SL-M2          B               AA
              SL-M3          CCC             AA-
              SL-M4          CCC             B
              SL-M7          D               CCC


GENERAL MOTORS: Inks Tentative Pact on New Labor Contract with UAW
------------------------------------------------------------------
General Motors and the United Auto Workers union have reached a
tentative agreement on a new national labor contract, covering
approximately 74,000 represented employees.  The agreement is
subject to UAW member ratification.

The tentative agreement includes a memorandum of understanding to
establish an independent retiree health care trust, as well as
other changes to the national agreement.  Following ratification,
implementation of the memorandum of understanding is subject to
approval by the courts, and satisfactory review of accounting
treatment with the Securities and Exchange Commission.  

"There's no question this was one of the most complex and
difficult bargaining sessions in the history of the GM/UAW
relationship," said Rick Wagoner, GM Chairman and CEO.  "I'd like
to thank UAW President Ron Gettelfinger, UAW Vice President Cal
Rapson and their bargaining team for their leadership and hard
work in negotiating the agreement."

The national agreement paves the way for GM to significantly
improve its manufacturing competitiveness, providing the basis for
maintaining and strengthening its core manufacturing base in the
United States.

"This agreement helps us close the fundamental competitive gaps
that exist in our business," Wagoner said.  "The projected
competitive improvements in this agreement will allow us to
maintain a strong manufacturing presence in the United States
along with significant future investments."

                      About General Motors

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

                         *     *     *

As reported in yesterday's Troubled Company Reporter, 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.

Following the decision of the United Auto Workers union to go out
on strike against General Motors Corp., Fitch Ratings placed
General Motors Corporation's 'B' issuer default rating, 'BB/RR1'
senior secured debt rating; and 'B-/RR5' senior unsecured debt
rating on Rating Watch Negative.


GENERAL MOTORS: Canada Plants Reopened Owe to Tentative UAW Pact
----------------------------------------------------------------
General Motors Corp.'s Canada plants reopened Wednesday as a
result of the company's tentative agreement with the United Auto
Workers union, Reuters reports citing GM Canada public relations
director Stew Low.

As reported in yesterday's Troubled Company Reporter, the
automaker's Car Plant 1 and Car Plant 2 in Oshawa, Ontario closed
Tuesday while its transmission plant in Windsor, Ontario closed
Monday.

                      About General Motors

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

                         *     *     *

As reported in yesterday's Troubled Company Reporter, 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.

Following the decision of the United Auto Workers union to go out
on strike against General Motors Corp., Fitch Ratings placed
General Motors Corporation's 'B' issuer default rating, 'BB/RR1'
senior secured debt rating; and 'B-/RR5' senior unsecured debt
rating on Rating Watch Negative.


GSAMP TRUST: S&P Affirms BB+ Rating on Class B-4 Certificates
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 11
classes from GSAMP Trust 2004-HE2.
     
The affirmations reflect sufficient credit enhancement for the
current ratings.  The classes with affirmed ratings have actual
and projected credit support percentages that are in line with
their original levels.

                       Ratings Affirmed

                     GSAMP Trust 2004-HE2

              Series      Class             Rating
              ------      -----             ------
              2004-HE2    A-1, A-2, A-3C    AAA
              2004-HE2    M-1               AA
              2004-HE2    M-2               AA-
              2004-HE2    M-3               A
              2004-HE2    M-4               A-
              2004-HE2    B-1               BBB+
              2004-HE2    B-2               BBB
              2004-HE2    B-3               BBB-
              2004-HE2    B-4               BB+


GSAMP TRUST: S&P Lowers Ratings on Two Classes to B+ from BB+
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 14
classes from four series of asset-backed securities issued by
GSAMP Trust.
     
The downgrades reflect the poor performance of the collateral
pools.  Monthly net losses have consistently exceeded monthly
excess interest cash flows, resulting in complete principal write-
downs to the overcollateralization for these deals.  Consequently,
classes B-1, M-4, M-4, and M-7 from GSAMP 2006-S2, 2006-S3, 2006-
S5, and 2006-S6, respectively, have incurred principal write-
downs.
     
As of the August 2007 distribution period, total delinquencies
ranged from 11.54% (series 2006-S6) to 19.92% (series 2006-S5),
and cumulative realized losses ranged from 3.61% (series 2006-S6)
to 18.06% (series 2006-S3).  Seasoning for these transactions
ranges from nine months to 16 months, and these series have
outstanding pool factors of approximately 66.40% or less.
     
Subordination, O/C, and excess interest cash flows provide credit
support for these transactions.  The collateral consists of 30-
year, fixed-rate, closed-end, second-lien mortgage loans secured
by one- to four-family residential properties.


                        Ratings Lowered

                          GSAMP Trust

                                     Rating
                                     ------
               Series    Class     To       From
               ------    -----     --       ----
               2006-S2   M-6       CCC      B
               2006-S2   B-1       D        CCC
               2006-S3   M-2       CCC      B
               2006-S3   M-4       D        CCC
               2006-S5   A-1       BBB+     AA
               2006-S5   A-2       BBB+     AA
               2006-S5   M-1       B+       BB+
               2006-S5   M-2       CCC      B
               2006-S5   M-4       D        CCC
               2006-S6   M-2       A+       AA-
               2006-S6   M-3       BBB-     A-
               2006-S6   M-4       B+       BB+
               2006-S6   M-5       CCC      B
               2006-S6   M-7       D        CCC


HOME EQUITY: Poor Performance Cues S&P to Lower Ratings
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 16
classes from three Home Equity Mortgage Trust transactions.
     
The downgrades reflect the poor performance of the collateral
pools.  Monthly net losses have consistently exceeded monthly
excess interest cash flows, resulting in the complete write-downs
to the overcollateralization for these deals.  

Furthermore, the principal balances for class 1B-2 from
series 2006-2, class B-2 from series 2006-3, and class B-2 from
series 2006-4 have been written down to zero.  In addition,
classes 1B-1 and 1B-2 from series 2006-2, classes B-1 and B-2 from
series 2006-3, and classes B-1 and B-2 from series 2006-4 have
experienced principal write-downs.
     
As of the August 2007 distribution period, total delinquencies
ranged from 11.23% (series 2006-4) to 13.84% (series 2006-3), and
cumulative realized losses ranged from 5.61% (series 2006-4) to
6.82% (series 2006-3).  Seasoning for these transactions ranges
from 11 months to 15 months, and these series have outstanding
pool factors of approximately 72% or less.
     
Subordination, O/C, and excess interest cash flows provide credit
support for these transactions.  The collateral consists of 30-
year, fixed-rate, closed-end second-lien mortgage loans secured by
one- to four-family residential properties.

                        Ratings Lowered

                  Home Equity Mortgage Trust

                                     Rating
                                     ------
               Series    Class     To       From
               ------    -----     --       ----
               2006-2    1M-5      A-       A
               2006-2    1M-6      BB+      A-
               2006-2    1M-7      B        BB+
               2006-2    1M-8      CCC      B
               2006-2    1B-1      D        CCC
               2006-2    1B-2      D        CCC
               2006-2    2M-1      BB       BBB-
               2006-3    M-8       CCC      B
               2006-3    B-1       D        CCC
               2006-3    B-2       D        CCC
               2006-4    M-4       A        A+
               2006-4    M-5       BBB-     A
               2006-4    M-6       B+       A-
               2006-4    M-7       CCC      B
               2006-4    B-1       D        CCC
               2006-4    B-2       D        CCC


HOME EQUITY: S&P Cuts Rating on Class M-8 to B+ from BB+
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes from Home Equity Mortgage Loan Asset-Backed Trust's series
INDS 2006-A.
     
The downgrades reflect the poor performance of the collateral
pool.  Monthly net losses have consistently exceeded monthly
excess interest cash flows, resulting in the complete write-down
of the overcollateralization for this deal, as well as the entire
principal balances for classes B-2 and B-3.
     
As of the September 2007 distribution period, total delinquencies
were 15.63% and severe delinquencies were 8.12%.  This transaction
is seasoned 15 months and has experienced approximately 9.74% in
cumulative realized losses to date.  The outstanding pool factor
is 67.27%.
     
Subordination, O/C, and excess interest cash flows provide credit
support for this transaction.  The collateral consists of 30-year,
fixed-rate, closed-end second-lien mortgage loans secured by one-
to four-family residential properties.

                        Ratings Lowered

         Home Equity Mortgage Loan Asset-Backed Trust
                       Series INDS 2006-A

                                     Rating
                                     ------
              Series    Class     To        From
              ------    -----     --        ----
              2006-A    M-7       BBB-      BBB+
              2006-A    M-8       B+        BB+
              2006-A    M-9       CCC       B
              2006-A    B-2       D         CCC
              2006-A    B-3       D         CCC


ILLINOIS FINANCE: High Vacancy Rates Cue Moody's to Cut Ratings
---------------------------------------------------------------
Moody's downgraded to Ba3 the Baa2 rating on $58.43 Million
Illinois Finance Authority Student Housing Revenue Bonds, MJH
Education Assistance Illinois IV LLC (Fullerton Village Project),
Senior Series 2004 A Bonds.  Moody's also downgraded to B2 the
Baa3 rating on $15.05 Million Illinois Finance Authority Student
Housing Revenue Bonds, MJH Education Assistance Illinois IV LLC
(Fullerton Village Project), Subordinate Series 2004B bonds.  

The downgrade is based on high vacancy rates at the project,
resulting in appreciably weak cash flows for the Summer and Fall
2007 semesters.  Moody's will continue to monitor the ratings of
both the Series A and B bonds on Watchlist for further downgrade,
as we anticipate a continued decline of the project's financial
stability.

                        Legal Security

Special obligation of Illinois Finance Authority, secured only by
rental income generated at Fullerton Village and any other funds
pledged to bondholders under the indenture agreement. DePaul
University assumes no financial commitment with respect to the
Series 2004 Bonds.

                      Recent Developments

MJH Education Assistance Illinois IV LLC, the Fullerton Village
Project owner, reported to Moody's that occupancy at Fullerton has
fallen from 86% during the Spring 2007 semester to approximately
52% as of the Fall 2007 semester.  This is a significant decline
in occupancy, and Moody's expects that revenue will not be
sufficient to meet the required December 1st interest payment to
bondholders.  Moody's anticipates that debt service reserve funds
may be tapped in order to fulfill obligations to both Series A and
Series B bondholders.

In our initial rating assessment of the bonds, Moody's relied on
pro forma projections, a third-party provided market study
analysis, supporting legal documents, and discussions with the
owner and management of the project.  Moody's also considered
Fullerton's close proximity to DePaul University, the need for
student housing in the Lincoln Park area due to DePaul's rapid
enrollment growth, the existence of an Inducement Agreement
between MJH and DePaul, and MJH's legal designation as a "support
organization" of the University.

Section A of the Inducement Agreement, Acknowledgements and
Covenants of the University, states:

The university acknowledges that it shall receive a material and
substantial benefit by reason of the construction of the FRV
[Fullerton Residential Village].

The university further acknowledges that the cooperation of the
University is required for the cost-effective and efficient
management and operation of the FRV by MJH.

As a result, the university agrees that it shall exercise its
reasonable efforts to collaborate with MJH and Manager in the
marketing, management, and operation of the FRV provided, however,
that nothing herein shall be construed to characterize the
university as a partner or joint venturer of MJH or Manager.

As Moody's understood the language and intent of the above, DePaul
University acknowledged that their cooperation is a necessary
component of Fullerton's operational success.  The university
further agreed to exercise reasonable efforts towards marketing,
management, and operation of the project.

This agreement, coupled with the significant undersupply of
student-focused housing in the submarket and strong real estate
fundamentals of the project, contributed to our investment grade
rating of the underlying bonds.  Moody's projected that these
various factors were significant strengths to the project that
together would ensure occupancy at Fullerton sufficient enough to
meet pro forma debt service coverage expectations. Nonetheless,
occupancy levels have dropped considerably at the project, despite
a successful lease up last year.

It is Moody's understanding that some initial concerns voiced by
student-tenants about noise levels at the property, while remedied
over a year ago with new carpeting and re-insulation of bedroom
walls, became a point of contention between students and The Scion
Group, Fullerton's original building management. Scion has since
been removed from their management position. However, it is
possible that tenants of Fullerton during the last academic year
were disinclined to renew their leases at the property due to this
unfavorable perception of management, contributing to the steep
decline in occupancy for the Fall 2007 semester.
Outlook

While Moody's does not anticipate a depletion of reserve fund
monies, if these reserves are tapped to meet the December 1st
payment and Spring 2008 occupancy does not improve materially, the
lack of newly generated revenue combined with a reduction of
interest income earnings may exacerbate Fullerton's current
financial difficulties.  For this reason, Moody's will continue to
keep both bond series on Watchlist for further downgrade.

What could stabilize the ratings:

   -- An inflow of cash from an outside party to supplement
      revenue.

What could cause further Downgrade:

   -- A tap to debt service reserve funds in order to provide for
      the December 1st payment to bondholders.

Moody's will continue to monitor the financial performance of
Fullerton through discussion with MJH and other interested
parties.  Moody's will update the rating assessment accordingly.


KANSAS CITY SOUTHERN: Improved Liquidity Cues S&P to Lift Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Kansas
City Southern and its related entities, including raising the
corporate credit rating to 'B+' from 'B'.  The outlook is
developing.  The rating actions reflect the company's improved
financial profile.  The Kansas City, Mo.-based freight railroad
has about $2.4 billion in lease-adjusted debt.
      
"The upgrade reflects Kansas City Southern's improved liquidity
position and operating performance," said Standard & Poor's credit
analyst Lisa Jenkins.
     
Ratings reflect Kansas City Southern's highly leveraged capital
structure and challenges associated with its integration of Kansas
City Southern de Mexico S. de R.L. de C.V., the Mexican railroad
it acquired in April 2005.  Offsetting these risks to some extent
are the favorable characteristics of the U.S. freight railroad
industry and the company's strategically located rail network.  
Positive industry conditions have enabled Kansas City Southern to
strengthen its financial profile and liquidity position over the
past year.  While the slowing U.S. economy could temper volume
gains over the near to intermediate term, the company should still
benefit from solid pricing fundamentals and efficiency
improvements and, as a result, we expect further improvement in
operating performance over time.
     
Kansas City Southern is a Class 1 U.S. freight railroad. It is
significantly smaller and less diversified than its peers, but
operates a very strategically located rail network in the south-
central U.S. and in Mexico.  The acquisition of KCSM in 2005
bolstered the company's strategic importance.  With its north-
south orientation, Kansas City Southern is very well positioned to
take advantage of NAFTA trade opportunities.  Kansas City Southern
had previously maintained a 49% voting interest in KCSM.  Now that
it owns 100% of the company, Kansas City Southern is more fully
integrating KCSR's operations with those of KCSM and should
achieve increased marketing and cost synergies over time.  
Although Kansas City Southern now influences the management of
day-to-day operations at KCSM, the two companies have retained
separate legal identities and are continuing to finance their
operations separately.
     
Kansas City Southern's funds from operations to debt (adjusted for
operating leases) is now in the upper-teen percentage area (versus
8% in 2005) and adjusted debt to capital is in the mid-50% area
(compared with the low-60% area in 2005).  Although debt levels
are likely to remain relatively unchanged as a result of ongoing
investments in infrastructure and equipment, S&P expect further
improvement in operating metrics over the near-to-intermediate
term as the company benefits from some new revenue opportunities,
a continuing favorable pricing environment, and efficiency gains.
     
If Kansas City Southern continues to bolster its liquidity
position and sustains its improved operating performance and
financial profile, S&P could raise ratings over the coming year.  
If liquidity deteriorates, either as a result of operating
pressures, investment requirements, or early termination of the
credit facility, S&P will likely lower ratings.


LEINER HEALTH: Moody's Lowers Corporate Family Rating to Caa3
-------------------------------------------------------------
Moody's Investors Service downgraded all long-term debt ratings of
Leiner Health Products Inc.  Ratings lowered include the corporate
family rating to Caa3 from Caa2, the bank loan to Caa2 (LGD 3,
31%) from B3 (LGD 3, 31%), and the senior subordinated notes to Ca
(LGD 5, 88%) from Caa3 (LGD 5, 88%). Leiner's speculative grade
liquidity rating remains SGL-4 and the rating outlook is negative.

The downgrade was prompted by Moody's increased concerns regarding
the company's liquidity profile, its ability to retain customers
over the next several months, and the feasibility of monetizing
embargoed product inventory following the September 2007
allegations by the Food & Drug Administration that the company
falsified records related to quality testing for the production of
over-the-counter medications.

Previously, Leiner suspended OTC production in March 2007 after an
FDA inspection had noted deficiencies in proper manufacturing
practices at one of Leiner's production facilities.  The SGL-4
rating considers Moody's concern that a lengthy shutdown in OTC
distribution will pressure Leiner's liquidity and financial
flexibility by reducing its cash generation ability, and Moody's
anticipates that short-term covenant compliance will be a
substantial challenge.

These ratings/assessments are downgraded:

   -- $50 million senior secured revolving credit facility to
      Caa2 (LGD 3, 31%) from B3 (LGD 3, 31%);

   -- $235.8 million senior secured term loan to Caa2
      (LGD 3, 31%) from B3 (LGD 3, 31%);

   -- $150 million 11% senior subordinated notes (2012) rating to
      Ca (LGD 5, 88%) from Caa3 (LGD 5, 88%);

   -- Corporate family rating to Caa3 from Caa2;

   -- Probability-of-default rating to Caa3 from Caa2.

This rating is affirmed:

   -- Speculative Grade Liquidity assessment at SGL-4.

Leiner's corporate family rating of Caa3 reflects Moody's
heightened concerns about the company's near term liquidity,
financial flexibility, and fundamental business franchise.  In
particular, constraining the ratings are uncertainty around
Leiner's ability to quickly obtain FDA consent to restart OTC
production and to monetize unsold product inventory, the
expectation that the company will incur substantial costs to
rectify past manufacturing practices and procedures prior to
restarting production, and Moody's belief that the company could
permanently lose the confidence of important customers.  Eighty-
six percent of sales go to the company's top 10 customers so
maintaining productive relationships with its important customers
is crucial.

Prior to the shutdowns, OTC medications comprised around 25% of
total revenue and a similar proportion of EBITDA, and the lengthy
period of lost sales is meaningfully impacting cash flow and
credit metrics.  Leiner's operations are supported by the
improving operating performance of its vitamin, mineral, and
nutritional supplement segment, although there is a risk that the
troubles it is experiencing in the OTC segment could crossover and
cause marketing and/or customer relations difficulties in the VMS
business.  Moody's also notes Leiner's wide geographic coverage of
the company's distribution network across the U.S. and Canada, and
the solid market position as an important manufacturer of certain
private label VMS products (and OTC products prior to the
shutdown).

The Speculative Grade Liquidity assessment of SGL-4 (poor
liquidity) reflects Moody's concern that compliance with the
maximum leverage and minimum interest coverage ratios in the bank
agreement will be challenging over the next few quarters and that
the company may need to seek further covenant relief from its bank
group.  At each revolving credit facility borrowing, Leiner must
represent that there has been no material adverse effect on its
business, property, results of operations, prospects or condition.

The company has few alternate sources of liquidity and
substantially all of its assets are pledged for the secured bank
loan.  The company's equity sponsors are required to contribute
additional equity of $6.5 million if available liquidity
(revolving credit facility availability plus cash) falls below $10
million.  Balance sheet cash of $8.3 million as of June 30, 2007,
provides marginal liquidity for small working capital
fluctuations.

The negative outlook reflects Moody's concern that Leiner's
liquidity profile and financial flexibility could further
deteriorate if the company cannot overcome its growing operating,
legal, and regulatory challenges over the next few quarters and
quickly obtain FDA consent to restart production.

Leiner Health Products Inc, with headquarters in Carson,
California, manufactures private-label vitamins, minerals, &
nutritional supplements and over-the-counter pharmaceuticals.
Leiner also provides contract manufacturing services.  Revenue for
the twelve months ending June 30, 2007 was $679 million.


LONG BEACH: Credit Enhancement Reduction Cues S&P to Cut Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of mortgage-backed securities issued by Long Beach
Mortgage Loan Trust 2004-1.  Concurrently, S&P affirmed its
ratings on the remaining 10 classes from this transaction.
     
The downgrades of classes M-9 and B reflect a reduction in credit
enhancement resulting from monthly realized losses as well as a
high amount of severe delinquencies (90-plus days, foreclosures,
and REOs).  Monthly realized losses have exceeded excess interest
during the past six months.  As of the August remittance date, the
average monthly loss was $1,908,819 over the past six months,
while excess spread averaged $733,409 for the same period.  There
is $55,749,800 in severe delinquencies, compared with $18,447,817
in overcollateralization.  Overcollateralization currently amounts
to 0.40% of the original pool balance, 10 basis points below its
target.
     
The affirmations reflect sufficient credit enhancement for the
current ratings.  The classes with affirmed ratings have actual
and projected credit support percentages that are in line with
their original levels.
     
Subordination, overcollateralization, and excess spread provide
credit support for this transaction.  The collateral for this
transaction consists primarily of fixed- and adjustable-rate
mortgage loans secured by first liens on one- to four-family
residential properties.

                         Ratings Lowered

              Long Beach Mortgage Loan Trust 2004-1

                                          Rating
                                          ------
              Series      Class         To     From
              ------      -----         --     ----
              2004-1      M-9           BBB-   AA-
              2004-1      B             BB     A+

                        Ratings Affirmed

              Long Beach Mortgage Loan Trust 2004-1

              Series       Class             Rating
              ------       -----             ------
              2004-1       A-1, A-2, M-1     AAA
              2004-1       M-2, M-3, M-4     AAA
              2004-1       M-5, M-6          AAA
              2004-1       M-7               AA+
              2004-1       M-8               AA


LONG BEACH: S&P Assigns Default Ratings on Two Loan Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes from Long Beach Mortgage Loan Trust 2006-A.
     
The downgrades reflect the poor performance of the collateral
pool.  Monthly net losses have consistently exceeded monthly
excess interest cash flows, resulting in the complete write-down
of the overcollateralization and the principal balance for class
M-5 from this deal.  In addition, class M-4 incurred approximately
$2.59 million in principal write-downs.
     
As of the August 2007 distribution period, total delinquencies
were 17.93%, and severe delinquencies were 7.83%.  Although the
transaction is 14 months seasoned, it has seen approximately
18.31% in cumulative realized losses to date.  The outstanding
pool factor is 61.96%.
     
Subordination, O/C, and excess interest cash flows provide credit
support for this transaction.  The collateral consists of 30-year,
fixed-rate, closed-end second-lien mortgage loans secured by one-
to four-family residential properties.

                        Ratings Lowered

             Long Beach Mortgage Loan Trust 2006-A

                Series    Class     To       From
                ------    -----     --       ----
                2006-A    A-1       A+       AAA
                2006-A    A-2       A+       AAA
                2006-A    A-3       A+       AAA
                2006-A    M-1       BB+      A
                2006-A    M-4       D        CCC
                2006-A    M-5       D        CCC


MADISON PARK: S&P Puts Preliminary BB Rating on Class E Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Madison Park Funding VI Ltd./Madison Park Funding VI
(Delaware) Corp.'s $472.5 million floating-rate notes due 2021.
     
The preliminary ratings are based on information as of Sept. 25,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect:

     -- The credit enhancement provided through the
        subordination of cash flows to the more junior classes
        and income notes;

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

     -- The investment manager's experience; and

     -- The transaction's legal structure, including the
        issuer's bankruptcy remoteness.
   
                     Preliminary Ratings Assigned
            Madison Park Funding VI Ltd./Madison Park
                  Funding VI (Delaware) Corp.
    
        Class                 Rating             Amount
        -----                 ------             ------
        A-1                   AAA             $302,500,000
        A-2                   AAA              $76,000,000
        B                     AA               $30,000,000
        C                     A                $28,500,000
        D                     BBB              $18,000,000
        E                     BB               $17,500,000
        Income notes          NR               $41,250,000
   
                        NR — Not rated.


MAGNA INTERNATIONAL: Buys 11.9 Mil. Class A Shares for $1.1 Bil.
----------------------------------------------------------------
Magna International Inc. reported final results of its offer to
purchase up to $1,536,600,000 in value of its Class A Subordinate
Voting Shares, which expired at 5:00 p.m. (Toronto time) on
Sept. 20, 2007.  Magna confirmed that it has purchased for
cancellation 11,908,944 Class A Subordinate Voting Shares,
representing 9.2% of its issued and outstanding Class A
Subordinate Voting Shares, at $91.50 per share for an aggregate
purchase price of approximately $1.1 billion.
    
Payment for these shares was made on Sept. 25, 2007.  The purchase
was funded from the proceeds of the treasury issuance of
20,000,000 Class A Subordinate Voting Shares pursuant to the plan
of arrangement involving Russian Machines, which was completed on
Sept. 20, 2007.  

Any Class A Subordinate Voting Shares which were not validly
deposited will be returned as promptly as possible.
   
Headquartered in Ontario, Canada, Magna International Inc. (TSX:
MG.A, MG.B; NYSE: MGA) -- http://www.magna.com/-- is a an   
automotive supplier that designs, develops and manufactures
automotive systems, assemblies, modules and components, and
engineers and assembles complete vehicles, for sale to original
equipment manufacturers of cars and light trucks in North America,
Europe, Asia, South America and Africa.  The company's
capabilities include the design, engineering, testing and
manufacture of automotive interior systems; seating systems;
closure systems; metal body and chassis systems; vision systems;
electronic systems; exterior systems; powertrain systems; roof
systems; well as complete vehicle engineering and assembly.  The
company has approximately 83,000 employees in 229 manufacturing
operations and 62 product development and engineering centers in
23 countries.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 24, 2007,
Magna International Inc.'s plan of arrangement and agreements
relating to the strategic investment in Magna by Open Joint Stock
Company Russian Machines became effective on Sept. 20, 2007.


MARCAL PAPER: DOJ Supports $3 Mil. EPA Settlement Agreement
-----------------------------------------------------------
The Environmental and Natural Resources Division of the U.S.
Department of Justice asks the U.S. Bankruptcy Court for the
District of New York to approve the settlement entered by Marcal
Paper Mills Inc. with the United States on behalf of the
Environmental Protection Agency, the Department of the Interior
and the Department of Commerce, Bankruptcy Law360 reports.

As reported in the Troubled Company Reporter on July 6, 2007, the
EPA filed a $947 million claim against Debtor saying that it will
use the amount to clean Passaic River.  According to the EPA, the
river was polluted by the Debtor's paper plant.

As reported in the Troubled Company Reporter on July 30, 2007, the
Debtor sought Court approval of a settlement pursuant to which
Marcal Paper will $3 million.  The settlement will be classified
as an unsecured pre-petition claim, subject to the terms of the
Plan of Reorganization already developed by the company with the
support of its major creditors.

Bankruptcy Law360 relates that the Lower Passaic River Study Area
Cooperating Parties Group objects to the settlement.

The Court will convene a hearing today, September 27, to consider
the Debtor's request.

                       About Marcal Paper

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

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


MASTR ASSET: S&P Puts Low-B Ratings on Two Classes
--------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of mortgage-backed securities issued by MASTR Asset Backed
Securities Trust 2004-WMC1.  Concurrently, S&P affirmed its
ratings on the remaining five classes from this transaction.
     
The downgrades of classes M-6 and M-7 reflect a reduction in
credit enhancement as a result of monthly realized losses.  
Monthly realized losses have exceeded excess interest during five
of the past six months.  As of the August remittance date, the
average monthly loss was $296,054 over the past six months, while
excess spread averaged $140,782 each month for the same
period.  This transaction currently has $7,009,455 in severe
delinquencies (90-plus days, foreclosures, and REOs) and
$2,016,712 in overcollateralization, which is 0.26% of the
original pool balance and 24 basis points below its target.
     
The affirmations reflect sufficient credit enhancement for the
current ratings.  The classes with affirmed ratings have actual
and projected credit support that is in line with the original
levels.
     
Subordination, overcollateralization, and excess spread provide
credit support for this transaction.  The collateral for this
transaction consists primarily of fixed- and adjustable-rate
mortgage loans secured by first liens on one- to four-family
residential properties.

                         Ratings Lowered

         MASTR Asset Backed Securities Trust 2004-WMC1

                                        Rating
                                        ------
             Series       Class     To         From
             ------       -----     --         ----
             2004-WMC1    M-6       BB         BBB-
             2004-WMC1    M-7       B          BB+

                        Ratings Affirmed

          MASTR Asset Backed Securities Trust 2004-WMC1

                   Series       Class     Rating
                   ------       -----     ------
                   2004-WMC1    M-1       AA
                   2004-WMC1    M-2       A
                   2004-WMC1    M-3       A-
                   2004-WMC1    M-4       BBB+
                   2004-WMC1    M-5       BBB


MASTR SECOND: S&P Puts Default Rating on Class M-6 Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on classes
M-2, M-3, and M-6 issued by MASTR Second Lien Trust 2006-1 and
removed the class M-2 and M-3 ratings from CreditWatch with
negative implications.
     
The downgrades reflect the poor performance of the collateral
pool.  Monthly net losses have consistently exceeded monthly
excess interest cash flows, resulting in the complete principal
write-down to the overcollateralization for this deal, as well as
approximately $4.45 million in principal write-downs to the class
M-6 principal balance.  As a result, S&P lowered the class M-6
rating to 'D'.
     
As of the September 2007 distribution period, total delinquencies
were 14.73%, while cumulative realized losses were 12.33%. This
transaction is 18 months seasoned, with an outstanding pool factor
of 50.31%.
     
Subordination, O/C, and excess interest cash flows provide credit
support for this transaction.  The collateral consists of 30-year,
fixed-rate, closed-end second-lien mortgage loans secured by one-
to four-family residential properties.

                        Rating Lowered

                 MASTR Second Lien Trust 2006-1

                                       Rating
                                       ------
               Series      Class   To          From
               ------      -----   --          ----
               2006-1      M-6     D           CCC

         Ratings Land Removed from Creditwatch Negative

                  MASTR Second Lien Trust 2006-1

                                        Rating
                                        ------
                 Series      Class   To        From
                 ------      -----   --        ----
                 2006-1      M-2     A-        A/Watch Neg
                 2006-1      M-3     BB+       A-/Watch Neg


MERIDIAN AUTO: Wants Final Decree Entered Closing Chapter 11 Cases
------------------------------------------------------------------
Meridian Automotive Systems-Composites Operations, Inc., and its
eight debtor-affiliates ask the U.S. Bankruptcy Court for the
District of Delaware to enter a final decree closing their Chapter
11 cases pursuant to Section 350 of the Bankruptcy Code and Rule
3022 of the Federal Rules of Bankruptcy Procedures:

  Case No.   Debtor Entity
  --------   -------------
  05-11168   Meridian Automotive
             Systems-Composites Operations, Inc.

  05-11169   Meridian Automotive Systems, Inc.

  05-11170   Meridian Automotive
             Systems-Angola Operations, Inc.

  05-11171   Meridian Automotive
             Systems-Construction, Inc.

  05-11172   Meridian Automotive
             Systems-Detroit Operations, Inc.

  05-11173   Meridian Automotive
             Systems-Grand Rapids Operation Inc.

  05-11174   Meridian Automotive
             Systems-Heavy Truck Operations Inc.

  05-11175   Meridian Automotive
             Systems-Shreveport Operations, Inc.

  05-11176   Meridian Automotive
             Systems-Mexico Operations, LLC

On December 6, 2006, the Court confirmed the Debtors' Fourth
Amended Joint Plan of Reorganization, and the Plan became
effective as of December 29, 2006.  

There are no deposit requirements in the Plan, Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington,
Delaware, tells the Court.  The property required to be
transferred under the Plan has been substantially transferred and
the Reorganized Debtors have assumed the management of the
property dealt with by the Plan.  

Distributions to be made pursuant to the Plan will be made by The
Meridian Automotive Systems, Inc., Litigation Trust, through
Ocean Ridge Capital Advisors, LLC, as litigation trustee,
Mr. Morton adds.

In addition, the Reorganized Debtors have no remaining motions,
contested matters or adversary proceedings before the Court
except for the avoidance actions asserted by the Litigation
Trustee, an appeal by Plastech Engineered Products, Inc., and a
request by the Reorganized Debtors to deem reclamation claims to
be general unsecured claims.

Mr. Morton asserts that the Reclamation Claims Motion will be
heard and determined by the time the Court hears the request to
close the Chapter 11 cases.  The Avoidance Actions and the
Plastech Appeal, on the other hand, will no longer require the
Court's intervention, Mr. Morton adds, thus, they should not
impede in the closing of the Cases.  

Mr. Morton further asserts that Court can and should enter a
final decree closing the Cases but retain jurisdiction for the
limited purpose of adjudicating the Adversary Proceedings and, to
the extent necessary, resolving any issues that may arise with
respect to the Plastech Appeal.

Headquartered in Dearborn, Mich., Meridian Automotive Systems
Inc. -- http://www.meridianautosystems.com/-- supplies  
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  

The Hon. Mary Walrath has confirmed Meridian's Revised Fourth
Amended Reorganization Plan on Dec. 6, 2006.  The company emerged
from chapter 11 protection on Dec. 29, 2006. (Meridian Bankruptcy
News, Issue No. 56; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


MERIDIAN AUTOMOTIVE: Files Final Report on Fees Paid
----------------------------------------------------
Reorganized Meridian Automotive Systems Inc. and its debtor-
affiliates filed with the U.S. Bankruptcy Court for the District
of Delaware a final report, containing the break-down of the
results in their Chapter 11 cases.

Matthew K. Paroly, vice president and secretary of Meridian
Automotive Systems-Composites Operations, Inc., at al., signed the
report.

  Type of Payment                              Payment Amount
  ---------------                              --------------
  Chapter 11 Trustee's Compensation                       N/A

  Debtors' Attorneys' Fees
     Young Conaway Stargatt & Taylor LLP           $1,318,851
     Sidley Austin, LLP                           $10,340,006
  Debtors' Attorneys' Expenses
     Young Conaway Stargatt & Taylor LLP             $371,740
     Sidley Austin, LLP                              $350,658
                                                   
  Debtors' Other Professionals' Fees
     Lazard Freres & Co., LLC                      $5,296,210
     Gavin Anderson & Company                        $165,910
     Foley & Lardner, LLP                            $226,551
     BDO Seidman, LLP                                $830,556
     Mercer Human Resources Consulting               $237,287
     Seyfarth Shaw, LLP                              $219,227
     PricewaterhouseCoopers, LLP                     $102,780
     FTI Consulting, Inc.                          $6,777,388
     Jeffrey J. Stegenga                             $191,750

  Debtors' Other Professionals' Expenses
     Lazard Freres & Co., LLC                         $96,810
     Gavin Anderson & Company                         $19,536
     Foley & Lardner, LLP                             $12,172
     Seyfarth Shaw, LLP                               $15,917
     PricewaterhouseCoopers, LLP                       $1,952
     FTI Consulting, Inc.                            $575,056
     Jeffrey J. Stegenga                              $13,873

  Chapter 11 Trustee's Expenses                           N/A
  Chapter 11 Trustee's Attorney's Expenses                N/A

  Official Committee of Unsecured
  Creditors' Attorneys' Fees
     Ashby & Geddes, P.A.                            $311,700
     Ashby & Geddes, P.A. (Avoidance Action)         $337,016
     Winston & Strawn, LLP                         $1,863,755

  Creditors Committee's Attorneys' Expenses
     Ashby & Geddes, P.A.                            $39,594
     Ashby & Geddes, P.A. (Avoidance Action)         $32,690
     Winston & Strawn, LLP                           $48,057

  Creditors Committee's
  Other Professionals' Fees
     Huron Consulting Services, LLC               $1,386,175
     Sanchez Devanny Eseverri, S.C.                  $10,812
     Peixoto E. Cury Advogados                       $13,110
     Bifferato Gentilotti & Balick                    $7,597

  Creditors Committee's
  Other Professionals' Expenses
     Huron Consulting Services, LLC                  $20,791
     Sanchez Devanny Eseverri, S.C.                     $699
     Peixoto E. Cury Advogados                          $301
     Creditors Committee                              $1,825
     Bifferato Gentilotti & Balick                      $564

  Informal Committee of First Lien
  Secured Lenders Attorneys' Fees
     Hennigan Bennett & Dorman, LLP                 $417,951

  Informal Committee of First Lien
  Secured Lenders Attorneys' Expenses
     Hennigan Bennett & Dorman, LLP                  $23,375

  U.S. Trustee's Fees                                   $573

Mr. Paroly says that no trustee or examiner was appointed in the
Chapter 11 cases, hence no fees were incurred for a trustee or
trustee's counsel.

Mr. Paroly adds that within 30 days after the date of the hearing
on the Reorganized Debtors' request for hearing on their request
for final decree closing their Chapter 11 cases, they will have
paid all required fees under 28 U.S.C. 1930.

Headquartered in Dearborn, Mich., Meridian Automotive Systems
Inc. -- http://www.meridianautosystems.com/-- supplies  
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  

The Hon. Mary Walrath has confirmed Meridian's Revised Fourth
Amended Reorganization Plan on Dec. 6, 2006.  The company emerged
from chapter 11 protection on Dec. 29, 2006. (Meridian Bankruptcy
News, Issue No. 56; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


MERRILL LYNCH: S&P Slashes Ratings on Two Certs. Series to BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'BB-'
from 'A-' on Merrill Lynch Financial Assets Inc.'s BMCC corporate
centre pass-through certificates series 2000-BMCC and commercial
mortgage pass-through certificates series 2002-BC2P.  

Both ratings remain on CreditWatch with negative implications.  
     
The rating actions reflect the Sept. 24, 2007, lowering of Bell
Canada's long-term corporate credit rating (BB-/Watch Neg/--).        
The mortgage loans backing these transactions are secured by
buildings that are 100% leased to Bell Canada.


MGM MIRAGE: Infinity World Extends Tender Offer to October 5
------------------------------------------------------------
Infinity World Investments LLC has extended its cash tender offer
to purchase up to 14.2 million shares of common stock of MGM
MIRAGE at $84 per share, until 11:59 p.m., New York City time,
Friday, Oct. 5, 2007.

As reported in the Troubled Company Reporter on Aug. 29, 2007,
Infinity World has commenced a cash tender offer, pursuant to
definitive agreements between Dubai World and MGM MIRAGE dated
Aug. 21, 2007, in which the companies agreed to form a 50/50 joint
venture, CityCenter Holdings LLC, and under which an affiliate of
Dubai World will acquire a significant minority equity position in
MGM MIRAGE.  

All other terms and conditions of the tender offer remain
unchanged.  As of the close of business on Sept. 24, 2007,
stockholders of MGM MIRAGE had tendered 730,271 shares of MGM
MIRAGE common stock.
    
MacKenzie Partners Inc. is acting as the Information Agent and
Mellon Investor Services LLC is serving as the Depositary in
connection with the offer.

For questions regarding this offer, investors may call MacKenzie
Partners collect at (212) 929-5500 or toll free at (800) 322-2885.
    
              About Infinity World and Dubai World
    
Infinity World Investments LLC is a wholly-owned subsidiary of
Dubai World.  Dubai World is a major investment holding company
with a portfolio of businesses that includes DP World, Jafza,
Nakheel, Dubai Drydocks, Maritime City, Istithmar, Kerzner, One &
Only, Atlantis, Barney's, Island Global Yachting, Limitless,
Inchcape Shipping Services, Tejari, Technopark and Tamweel.  The
Dubai World Group has more than 50,000 employees in over 100
cities around the globe.  The group also has real estate
investments in the US, the UK and South Africa.  In the last five
years, Dubai World has developed 80,000 luxury residential villas
and apartments and approximately three million square feet of
retail space.

                         About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.      
It owns and operates 17 properties located in Nevada, Mississippi
and Michigan, and has investments in three other properties in
Nevada, New Jersey and Illinois.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 27, 2007,
Moody's Investors Service changed MGM MIRAGE's rating outlook to
stable from negative and affirmed all existing ratings, including
its "Ba2" corporate family rating and speculative grade liquidity
rating of SGL-3.


NOMURA ASSET: Poor Performance Cues S&P's Default Rating
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes from Nomura Asset Acceptance Corp. Alternative Loan Trust
Series 2006-S2.
     
The downgrades reflect the poor performance of the collateral
pool.  Monthly net losses have consistently exceeded monthly
excess interest cash flows, resulting in the complete write-down
of the overcollateralization for this deal, as well as a $2.66
million principal write-down to class B-5.  S&P lowered its rating
on this class to 'D' as a result.
     
As of the August 2007 distribution period, total delinquencies
were 13.28%, and severe delinquencies were 7.37%.  Although the
transaction is 14 months seasoned, it has seen approximately 6.21%
in cumulative realized losses to date.  The outstanding pool
factor is 64.20%.
     
Subordination, O/C, and excess interest cash flows provide credit
support for this transaction.  The collateral consists of 30-year,
fixed-rate, closed-end second-lien mortgage loans secured by one-
to four-family residential properties.

                       Ratings Lowered

      Nomura Asset Acceptance Corp. Alternative Loan Trust
                        Series 2006-S2

                                       Rating
                                       ------
                Series    Class     To       From
                ------    -----     --       ----
                2006-S2   B-1       CCC      B
                2006-S2   B-5       D        CCC


NTELOS HOLDINGS: Quadrangle Capital to Acquire CVC's Stake
----------------------------------------------------------
Quadrangle Capital Partners II LP, a private equity fund
affiliated with Quadrangle Group LLC, has agreed to acquire,
subject to regulatory approvals, all of the shares of NTELOS
Holdings Corp. common stock owned by Citigroup Venture Capital
Equity Partners, a private equity fund managed by an affiliate of
Court Square Capital Partners, and certain affiliated limited
partnerships.  

With this acquisition, private equity funds affiliated with
Quadrangle Group LLC will own approximately 27% of NTELOS's
outstanding common stock.
    
"We are grateful for the support CVC has shown us over the years,"
James S. Quarforth, NTELOS chief executive officer, president and
chairman of the board of directors, commented.  "We are also
pleased with the level of confidence Quadrangle is demonstrating
in NTELOS by having an additional fund invest in our company."
    
Bear, Stearns & Co. Inc. and Lehman Brothers acted as financial
advisors to Court Square Capital with regard to the transaction.
   
                   About Quadrangle Group LLC
    
Quadrangle Group LLC -– http://www.quadranglegroup.com/-- invests  
in media and communications companies through separate private and
public investment strategies and in debt securities across all
industries through a debt investment program.  Quadrangle Capital
Partners represents its private equity group that specializes in
the media and communications industries.  All investment
strategies seek to maximize value by leveraging the investment
teams' extensive experience, knowledge and industry relationships.

                  About NTELOS Holdings Corp.

Headquartered in Waynesboro, Virginia, NTELOS Holdings Corp.
(NASDAQ:NTLS) -- http://www.ntelos.com/-- is a provider of  
wireless and wireline communications services to consumers and
businesses in Virginia and West Virginia under the NTELOS brand
name.  The company's wireless operations consist of an NTELOS-
branded retail business and a wholesale business that it operates
under a contract with Sprint Spectrum L.P. Holdings Corp. holds
digital wireless personal communication services  licenses to
operate in 29 basic trading areas, and has deployed a network
using code division multiple access technology in
20 basic trading areas.  As of Dec. 31, 2006, the company's
wireless retail business had approximately 367,000 NTELOS-branded
subscribers.

                          *     *     *

As reported in the Troubled Company Reporter on June 20, 2007,
Standard & Poor's Ratings Services raised NTELOS Holdings Corp.'s
corporate credit ratings to 'BB-' from 'B'.  The outlook is
stable.


NUTRITIONAL SOURCING: Court OKs FTI as Panel's Financial Advisor
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave the
Official Committee of Unsecured Creditors of Nutritional Sourcing
Corp. and its debtor-affiliates permission to retain FTI
Consulting Inc. as their financial advisors.

As reported in the Troubled Company Reporter on Sept. 20, 2007,
FTI is expected to:

   a. assist the Committee in the review of financial related
      disclosures required by the Court, including the schedules
      of assets and liabilities, the statement of financial
      affairs and monthly operating reports;

   b. assist the Committee with information and analyses required
      pursuant to the Debtors' debtor-in-possession financing
      including, the preparation for hearings regarding the use of
      cash collateral and DIP financing;

   c. assist with a review of the Debtors' short-term cash
      management procedures;

   d. assist with a review of critical employee benefit and vendor
      programs;

   e. assist with a review of the Debtors' performance of
      cost/benefit evaluations with respect to the affirmation or
      rejection of various executory contracts and leases;

   f. assist in the review of financial information distributed by
      the Debtors to creditors and others, including cash flow
      projections and budgets, cash receipts and disbursement
      analysis, analysis of various asset and liability accounts,
      and analysis of proposed transactions for which Court
      approval is sought;

   g. attend meetings and assist in discussions with the Debtors,
      potential investors, banks, other secured lenders, the
      Committee and any other official committees organized in the
      chapter 11 proceedings, the U.S. Trustee, other parties-in-
      interest and professionals hired, as requested;

   h. assist in the evaluation of the asset sale process and bids
      received;

   i. assist in the review and preparation of information and
      analysis necessary for the confirmation of a plan in the
      chapter 11 proceedings;

   j. assist in the evaluation and analysis of avoidance actions,
      including fraudulent conveyances and preferential transfers;

   k. render litigation advisory services with respect to
      accounting and tax matters, along with expert witness
      testimony on case related issues as required by the
      Committee; and

   l. render other general business consulting or other assistance
      as the Committee or its counsel may deem necessary that are
      consistent with the role of a financial advisor and not
      duplicative of services provided by other professionals in
      the proceeding.

The customary hourly rates of FTI are:

       Designation                        Hourly Rate
       -----------                        -----------
       Senior Managing Directors          $615 - $675
       Directors/Managing Directors       $450 - $590
       Consultants/Senior Consultants     $225 - $420
       Administration/Paraprofessionals    $95 - $180

The Committee assured the Court that FTI does not represent any
entity having adverse interest in the case and is therefore
eligible to represent the Committee.

The firm can be reached at:

       FTI Consulting Inc.
       3 Times Square, 11th Floor
       New York, NY 10036
       Tel: (212) 247-1010
       Fax: (212) 841-9350
       http://www.fticonsulting.com/  
             
Based in Pompano, Florida, Nutritional Sourcing Corp., fdba Pueblo
Xtra International, Inc. -- http://www.puebloxtra.com/-- owns and     
operates supermarkets and video rental shops in Puerto Rico and
the US Virgin Islands.  The company and two affiliates, Pueblo
International, L.L.C., and F.L.B.N., L.L.C., filed for chapter 11
protection on Aug. 3, 2007 (Bankr. D. Del. Case Nos. 07-11038
through 07-11040).  Kay Scholer LLC represents the Debtors in
their restructuring efforts.  Pepper Hamilton LLP serves as their
Delaware counsel.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts between
$1 million and $100 million.


NUTRITIONAL SOURCING: Court Okays Skadden Arps as Panel's Counsel
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave the Official Committee of Unsecured Creditors of Nutritional
Sourcing Corp. and debtor-affiliates' bankruptcy cases, authority
to retain Skadden, Arps, Slate, Meagher & Flom LLP as counsel.

The Official Committee of Unsecured Creditors selected Skadden,
Arps because of the law firm's familiarity with the Debtors'
cases and its extensive knowledge in the field of debtor's and
creditor's rights, and in other fields of law that may be
involved in Debtors' cases.

As the Committee's counsel, the firm is expected to:

  a) advise the Committee regarding its rights, powers and duties  
     in these cases;

  b) assist and advise the Committee in its consultations with the
     Debtors regarding the administration of these cases;

  c) assist and advise the Committee in its consultations with the    
     Debtors regarding the sale of assets;

  d) assist the Committee in analyzing claims of the Debtors'
     creditors and in negotiating with such creditors;

  e) assist with the Committee's investigation of the acts,
     conduct, assets, liabilities, and financial condition of the
     Debtors and of the operation of their businesses;

  f) assist the Committee in its analysis of, and negotiations
     with, the Debtors or any third party concerning matters
     related to, among other things, the terms of a chapter 11
     plan or plans for the Debtors;

  g) assist and advise the Committee as to its communications to
     the general creditor body regarding significant matters in     
     these cases;

  h) represent the Committee at hearings and proceedings;

  i) review and analyze applications, orders, statements of
     operations and schedules filed with the Court and advise the
     Committee as to their propriety;

  j) assist the Committee in preparing pleadings and applications
     as may be necessary in furtherance of the Committee's
     interest and objectives; and

  k) perform such other services as may be required and are deemed
     to be in the interests of the Committee with the Committee's
     powers and duties as set forth in  the Bankruptcy Code.

The firm's compensation rates are:

     Professional           Hourly Rate
     ------------           -----------  
     Partners               $680 - $950
     Counsel                $640 - $765
     Associates             $340 - $625
     Legal Assistants       $170 - $265
     Support Staff          $170 - $265

Mr. Mark S. Cheni, Esq., a member of Skadden, Arps assured the
Court that his firm does not hold any interest adverse to the
Debtors' estate, and ia a "disinterested person" as that term is
defined in Sec. 101(14) of the Bankruptcy Code.

Mr. Poorman can be reached at:

   Mark S. Cheni, Esq.
   Skadden, Arps, Slate, Meagher & Flom LLP
   One Rodney Square
   P.O. Box 636
   Wilmington, Delaware 19899
   Tel: (302) 6512-3000
   http://www.skadden.com/

Based in Pompano, Florida, Nutritional Sourcing Corp., fdba Pueblo
Xtra International, Inc. -- http://www.puebloxtra.com/-- owns and     
operates supermarkets and video rental shops in Puerto Rico and
the US Virgin Islands.  The company and two affiliates, Pueblo
International, L.L.C., and F.L.B.N., L.L.C., filed for chapter 11
protection on Aug. 3, 2007 (Bankr. D. Del. Case Nos. 07-11038
through 07-11040).  Kay Scholer LLC represents the Debtors in
their restructuring efforts.  Pepper Hamilton LLP serves as their
Delaware counsel.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts between
$1 million and $100 million.


OGLEBAY NORTON: Harbinger Won't Extend Tender Offer for Shares
--------------------------------------------------------------
Harbinger Capital Partners Master Fund I Ltd. and Harbinger
Capital Partners Special Situations Fund L.P. will not extend its
Offer to acquire all of the outstanding Shares of Oglebay Norton
Company for $31 per Share in cash plus one Contingent Value Right
per Share.  The Offer will, therefore, expire at 5:00 PM, New York
City time Friday, Sept. 28, 2007.

As reported in the Troubled Company Reporter on Aug. 9, 2007,
Harbinger Capital Partners commenced a tender offer to acquire all
of the outstanding shares of common stock, par value $0.001 per
share, of Oglebay Norton for $31 per share in cash plus one
Contingent Value Right per share.

Harbinger Capital Partners owns 2,621,201 Oglebay Norton Shares,
representing approximately 18.1% of the company's outstanding
shares.  

The Offer will be dependent upon, Harbinger Capital Partners
receiving shares which, when combined with its current holding,
represent at least a majority of the total outstanding Shares on a
fully diluted basis.

                 About Harbinger Capital Partners

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

                  About Oglebay Norton Company

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

                          *     *     *

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


ORLANDO CITYPLACE: Holding Public Sale of Assets on November 29
---------------------------------------------------------------
Orlando CityPlace LLC and its debtor-affiliates will be selling
their property at an auction set for Nov. 29, 2007, after the U.S.
Bankruptcy Court for the Middle District of Florida approved their
proposed asset sale procedure, Bill Rochelle of Bloomberg News
reports.

Hearing on the results of the sale will be conducted at the
end of the public sale, Bloomberg says.

To participate in the auction, bids must be submitted on or
before Nov. 14.

Based in Orlando, Florida, Orlando CityPlace LLC and its
affiliates -- http://www.lexingtonorlando.com/-- develop real    
estate property.  The Debtors own the Lexington Hotel and District
Five Restaurant on Orlando.

The company and its affiliates filed for Chapter 11 protection on
July 23, 2007 (Bankr. M.D. Fla. Lead Case No. 07-03159).  Jimmy D.
Parrish, Esq., Mariane L. Dorris, Esq., and R. Scott Shuker, Esq.,
at Latham, Shuker, Eden & Beaudine, LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, Orlando CityPlace, LLC listed
total assets of $55,000,000, and total debts of $44,000,000, while
O.C.P. Corner, LLC listed total assets of $2,000,000 and total
debts of $1,700,000.  Orlando CityPlace II, LLC listed total
assets and debts of $1 million to $100 million.


PATMAN DRILLING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Patman Drilling International, Inc.
        fka Patman Brothers Drilling, L.P.
        fka M.P.P.P. Acquisition Corporation
        P.O. Box 730, 201 North Highway 174
        Rio Vista, TX 76093

Bankruptcy Case No.: 07-34622

Type of business: The Debtor owns and operates oil drilling rigs.

Chapter 11 Petition Date: September 25, 2007

Court: Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Gerrit M. Pronske, Esq.
                  Pronske & Patel, P.C.
                  1700 Pacific Avenue, Suite 2260
                  Dallas, TX 75201
                  Tel: (214) 658-6500
                  Fax: (214) 658-6509

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Shandong Afthonia, Inc.        Trade Debt              $2,425,046
Attention: Tim Moy
3020 Legacy Drive,
Suite 100-278
Plano, TX 75023

Kirkpatrick & Lockhart,        Legal Fees                $283,679
Preston, Gates, Ellis, L.L.P.
Attention: Julie Lennon
2828 North Harwood Street,
Suite 1800
Dallas, TX 75201-2139

All Star Pump & Supply         Trade Debt                $159,507
Attention: Lowell Martin
P.O. Box 368
541 South Main Street
Cross Plains, TX 76443

H.B. Rentals                   Trade Debt                $132,381

Applied Machinery Corporation  Trade Debt                $119,900

Vortex Fluid Systems, Inc.     Trade Debt                $104,766

Elliot Electric Supply         Trade Debt                 $93,501

Rexel Electrical & Datacom     Trade Debt                 $91,883
Pro

Tornado Trucking, Inc.         Trade Debt                 $77,827

T.K. Stanley, Inc.             Trade Debt                 $77,795

O'Drill/M.C.M.                 Trade Debt                 $76,130

F.B. McIntire Equipment Co.,   Trade Debt                 $71,607
Inc.

Dynasty Transportation         Trade Debt                 $69,501

Matrix International, L.P.     Trade Debt                 $66,970

Pason Systems U.S.A. Corp.     Trade Debt                 $56,915

Fluid End Sales                Trade Debt                 $56,451

R.&H. Supply, Inc.             Trade Debt                 $52,809

Wilson                         Trade Debt                 $49,132

Murphy Scott Resources, L.P.   Trade Debt                 $41,752

Allis-Chalmers Rental Tools    Trade Debt                 $39,360


PIERRE FOODS: Covenant Violation Cues S&P to Cut Rating to B
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Cincinnati, Ohio-based Pierre Foods Inc., including its corporate
credit rating to 'B' from 'B+'.  At the same time, Standard &
Poor's placed the ratings on CreditWatch with negative
implications, meaning that the ratings could be lowered further or
affirmed following the review.  About $365 million of total debt
was outstanding at June 2, 2007, excluding operating lease
obligations.
     
"The downgrade and CreditWatch listing follow Pierre Foods'
announcement that it is in violation of its consolidated leverage
ratio covenant under its bank credit agreement as of the end of
its fiscal 2008 second quarter," said Standard & Poor's credit
analyst Rick Joy.  "The company's results have been negatively
impacted by sharply higher raw materials costs, manufacturing
inefficiencies, and certain costs related to its acquisition of
Zartic Inc. in December 2006."
     
Pierre Foods is currently seeking a bank waiver and amendment as
the company does not have access to its $40 million revolving
credit facility.  While Pierre Foods currently has adequate cash
on its balance sheet, Standard & Poor's is concerned about the
company's liquidity and its ability to obtain a waiver and bank
amendment in a timely and cost-effective manner given current
market conditions.  "We will closely monitor Pierre Foods'
liquidity, as well as its efforts to obtain a waiver and amend its
financial covenants over the near term," said Mr. Joy.
     
If Pierre Foods is unable to secure a covenant amendment and
waiver in the very near term, Standard & Poor's would likely lower
the ratings further.  Standard & Poor's will review operating
performance expectations for the company, along with expected
covenant cushion pursuant to an amendment, before
resolving the CreditWatch.


PMA CAPITAL: Good Performance Cues Fitch to Lift Ratings
--------------------------------------------------------
Fitch Ratings upgraded the Issuer Default Rating and senior debt
rating of PMA Capital Corp. to 'BBB-' from 'BB-' and to 'BB+' from
'B+' respectively.  

Fitch also upgraded the Insurer Financial Strength ratings of the
three active primary insurance subsidiaries collectively referred
to as PMA Insurance Group: Pennsylvania Manufacturers Association
Insurance Company; Pennsylvania Manufacturers Indemnity Company;
and Manufacturers Alliance Insurance Company to 'BBB+' from
'BBB-.'  

Lastly, Fitch affirmed the 'B-' IFS rating of PMA Capital
Insurance Company's run-off reinsurance subsidiary. All rating
outlooks are stable.

Fitch's upgrade of PMA's ratings reflect a restoration of
franchise value, a significant decrease in obligations at the run
off operations, and an improved holding company capital structure
and liquidity profile.  These factors have strengthened PMA's
competitive position and thus improved the organization's risk
profile.

Offsetting these positives is the uncertainty that remains with
the run-off of PMA Re and Caliber One operations, below peer
average profitability, concentration in Pennsylvania worker's
compensation market, and competitive operating environment in
chosen markets.

The affirmation of PMA Re incorporates Fitch's expectation that a
relatively smooth and orderly run-off of operations will continue.  
Fitch favorably notes that $28 million in commutations have taken
place year-to-date and that liabilities have declined 68% since
being placed into run-off in November 2003.  Any material adverse
reserve development at PMA Re could negatively impact the ratings
of the ongoing operations.

Fitch expects that holding company leverage will be maintained at
or near current levels and that operating coverage will not
deteriorate below 1.5 times.  Fitch anticipates that the
convertible debt will be retired prior to its first put date in
2009.

As of June 30, 2007, PMAIG had net premiums written of
$207.7 million, compared with $199 million for the same period in
the prior year and a GAAP combined ratio of 99.9%, compared with a
101.7% prior year.

Fitch has taken rating actions of PMA and its subsidiaries as:
PMA Capital Corp.

-- Issuer Default Rating upgraded to 'BBB-' from 'BB-',
    Outlook Stable;

-- $54.9 million senior notes, 8.5% due June 15, 2018,
    upgraded to 'BB+' from 'B+', Outlook Stable;

-- $13 million convertible debt, 6.5% due Sept. 30, 2022,
    upgraded to 'BB+' from 'B+', Outlook Stable.

Manufacturers Alliance Insurance Co.

-- Insurer Financial Strength rating upgraded to 'BBB+'
    from 'BBB-', Stable Outlook.

Pennsylvania Manufacturers Association Insurance Co.

-- Insurer Financial Strength rating upgraded to 'BBB+'
    from 'BBB-', Stable Outlook.

Pennsylvania Manufacturers Indemnity Co.

-- Insurer Financial Strength rating upgraded to 'BBB+'
    from 'BBB-', Stable Outlook.

PMA Capital Insurance Company

-- Insurer Financial Strength rating affirmed at 'B-',
    Outlook Stable.


RADNOR HOLDINGS: Court Extends Solicitation Period to January 14
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
further extended Radnor Holdings Corp. and its debtor-affiliates'
exclusive period to solicit acceptances of their plan of
reorganization until Jan. 14, 2008.

As the reported in Troubled Company Reporter on Sept. 11, 2007,
the Debtors reminded the Court that they have filed a Joint Plan
of Liquidation and Disclosure Statement on April 30, 2007.  They
requested an extension of their plan solicitation period because
they, along with their advisors, are continuing to negotiate and
finalize the terms of the plan with the asset sale purchaser and
the Official Committee of Unsecured Creditors, ultimately
confirming the plan without prejudicing any party of interest.

The Debtors related that they have made significant, good-faith
progress in resolving many of the issues facing the Debtors'
estates, including:

   (i) certain disputes among the Debtors, the Committee and
       Tennenbaum Capital Partners, LLC regarding, among other
       things, the sale and the amount and validity of claims
       filed by Tennenbaum on behalf of itself and its
       affiliates Special Value Expansion Fund, LLC and Special
       Value Opportunities Fund, LLC;

  (ii) the ultimate disposition of the Debtors' assets through
       a sale; and

(iii) the priority and payment of millions of dollars in
       professional fees and expenses that have been asserted
       to date by the Committee's professionals.

Based in Radnor, Pennsylvania, Radnor Holdings Corporation --
http://www.radnorholdings.com/-- manufactured and    
distributed a broad line of disposable food service products in
the United States, and specialty chemicals worldwide.  The
Debtor and its affiliates filed for chapter 11 protection on Aug.
21, 2006 (Bankr. D. Del. Lead Case No. 06-10894).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., Sarah E. Pierce,
Esq., Timothy R. Pohl, Esq., Patrick J. Nash, Jr., Esq., and Rena
M. Samole, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  Donald J. Detweiler, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP, serve the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$361,454,000 and total debts of $325,300,000.


RAIT CRE: Fitch Affirms BB Rating on $35 Mil. Class J Notes
-----------------------------------------------------------
Fitch affirmed all classes of RAIT CRE CDO I, Ltd. and RAIT CRE
CDO I LLC as:

-- $200,000,000 class A-1A at 'AAA';
-- $275,000,000 class A-1B at 'AAA';
-- $90,000,000 class A-2 at 'AAA';
-- $110,000,000 class B at 'AA';
-- $41,500,000 class C at 'A+';
-- $25,000,000 class D at 'A';
-- $16,000,000 class E at 'A-';
-- $22,000,000 class F at 'BBB+';
-- $20,500,000 class G at 'BBB';
-- $18,000,000 class H at 'BBB-';
-- $35,000,000 class J at 'BB'

RAIT CRE CDO I is a $1,018,000,000 revolving commercial real
estate cash flow collateralized debt obligation that closed on
Nov. 7, 2006.  As of the Aug. 20, 2007 trustee report and based on
Fitch categorization, the CDO was substantially invested as
follows: commercial mortgage whole loans/A-notes (71.1%), CRE
mezzanine loans (26.5%), CRE preferred equity securities (5.2%),
and cash (1.9%).  The CDO is also permitted to invest in real
estate investment trust debt.

The portfolio is selected and monitored by RAIT Partnership, LP.
RAIT CRE CDO I has a five-year reinvestment period during which,
if all reinvestment criteria are satisfied, principal proceeds may
be used to invest in substitute collateral.  The reinvestment
period ends in November 2011.

RAIT Financial Trust (NYSE: RAS), formerly RAIT Investment Trust,
is a real estate investment trust focused on the midsized
commercial real estate industry.  In addition to managing CDOs
backed by commercial real estate loans, RAIT's activities include
originating secured and unsecured financing for owners of
commercial real estate, including senior debt, mezzanine debt,
preferred equity and trust preferred securities.  Additionally,
RAIT invests in the trust preferred CDOs of its subsidiary,
Taberna Capital Management LLC.  As of Aug. 31, 2007, Taberna had
nine REIT trust preferred CDOs and one European REIT/REOC CDO
outstanding.  RAIT's senior management team has over 25 years
commercial real estate investment experience and has established
industry networks with a wide range of brokers with whom they
conduct business.  RAIT CRE CDO I became effective on Aug. 20,
2007.

As of the effective date, the as-is poolwide expected loss has
increased to 33% from 28.250% at close.  The resulting 5.375% of
cushion represents below average reinvestment flexibility versus
other CRE CDOs. The increased PEL is attributable to the addition
of 26 new loans, which have a higher weighted average expected
loss than the weighted average expected loss at closing.  
Generally, these new loans are highly leveraged whole loans
secured by assets in a state of transition.

Further, 11 loans, which had a weighted average expected loss well
below the weighted average expected loss at close, were repaid and
are no longer in the CDO.  Additionally, the pool's weighted
average debt service coverage ratio is 0.90x.  The majority of the
individual loans with lower than 1x 'as is' stressed DSCRs either
were not structured with debt service reserves or have depleted
their interest reserves.  

Fitch raised the volatility on these loans to account for the
associated risk.  Adjustments were also made to account for a
sponsor concentration with over 17.5% of the collateral owned by
affiliates of the same sponsor.  Next, RAIT reports one loan
(0.29% of the pool) as 30 days delinquent.  Lastly, although still
considered diverse with a Loan Diversity Index of 221, the pool is
more concentrated than at close when the LDI was 165.

The majority of the collateral is comprised of whole loans/A-
notes.  However, the majority of these loans are secured by
transitional assets.  The successful refinancing of these assets
is tied to the actualization of the borrower's business plans.  

As of the effective date, the CDO is within all property type
covenants. Substantially all of the loans are secured by
traditional property types.  Multifamily loans continue to
comprise the largest percentage of assets in the pool at 43.1%, up
from the closing percentage of 41.6%.  Office properties are the
second largest percentage at 32.3%.  The CDO is also within all of
its geographic location covenants with the highest percentage of
assets located in Florida at 17%.  The portfolio continues to be
geographically diverse.

The overcollateralization and interest coverage ratios of all
classes have remained above their covenants, as of the
Aug. 20, 2007 effective date trustee report.

The ratings of the classes S, A-1, A-2, and B notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity date.  The
ratings of the class C, D, E, F, G, H, and J notes address the
likelihood that investors will receive ultimate interest, as well
as the aggregate outstanding amount of principal by the stated
maturity date.

Fitch will continue to monitor and review this transaction and
will issue an updated Snapshot report after each committeed
review.  The surveillance team will conduct a review whenever
there is about 15% change in the collateral composition,
quarterly, or semi-annually.


RANGE RESOURCES: Moody's Lifts Corporate Family Rating to Ba2
-------------------------------------------------------------
Moody's Investors Service upgraded Range Resources corporate
family rating from Ba3 to Ba2 and the ratings for existing senior
subordinated notes from B1 (LGD 5; 76%) to Ba3 (LGD 5; 75%).  
Simultaneously, Moody's rated the new $200 million senior
subordinated notes offering Ba3 (LGD 5; 75%).  The probability of
default rating is also upgraded from Ba3 to Ba2. The outlook is
stable.

The upgrade to Ba2 reflects RRC's consistently solid operating
performance evidenced by consecutive quarterly production growth
since 2003 combined with four years of reserve growth at costs
that compare favorably to the peer group of similarly rated
exploration and production companies.  

Through a combination of amply equity funded acquisitions and
robust organic reserve growth, RRC has adjusted its property
portfolio and built a reserve scale and profile in line with a Ba2
rating while maintaining an acceptable level of leverage on the
proven developed reserves.  Since 2004, Range has issued
approximately $800 million of common equity to help fund about
$1.5 billion of acquisitions, with the most recent offering of
$280 million of common stock helping to fund more than
$300 million of acquisitions through the first half of 2007.

The Ba2 remains restrained by a production base that is still on
the lower end of the peer group, escalating reserve replacement
costs, the growing contribution of the more capital intensive
unconventional resources plays and a very aggressive drilling
program that is likely to result in the outspending of internal
cash flow through the remainder of the year and 2008.

Currently, leverage of approximately $5.48/boe of proven developed
reserves is acceptable for the Ba2 rating assuming ongoing
commodity price support and margin strength.  However, if the
funding of the aggressive drilling program causes leverage on PD
reserves to trend towards the $6/boe range without any visible
means to decline back towards the $5/boe range in the near-term,
the outlook could be pressured.

In the past year, RRC has been through a series of transactions
that repositioned its property portfolio to become increasingly
focused on the unconventional resource and deeper shale plays. As
part of this process, RRC significantly expanded its position in
the Barnett Shale through its acquisition of Stroud Energy in June
of 2006 for $465 million and divested its Gulf of Mexico
properties and Austin Chalk (from Stroud) interests.

Recently, the company has expanded its interests in the tight gas
sands play in the Nora filed and it is actively drilling the
Devonian Shale in the Nora field.  With a portfolio now focused on
the Southwest, Gulf Coast and Appalachia regions and significant
hedges in place, RRC believes it is well-positioned to continue
mounting sequential quarterly production growth with competitive
cash-on-cash returns through an increased inventory of drilling
prospects.

While the new plays offer upside potential, Moody's views them as
more capital intensive due to their complexity and generally high
decline rates.  The ratings upgrade acknowledges the existing
durable productive base Range has that will offer support as it
progresses across the plays.  However, if the more capital
intensive properties become the dominant part of the overall
productive and reserve base, it will be important for the
company's leverage and cash on cash returns not to deteriorate in
order to maintain the Ba2 rating.

The company funded first half acquisitions and capex spending
primarily through a combination of $276 million in cash flow from
operations, $235 million in asset divestitures, and
$290 million of equity issuance. While RRC may increase borrowings
under its revolver to fund the growth in the second half of 2007,
Moody's expects it to maintain a balanced financing strategy in
order to prevent escalation in leverage on PD reserves.

Despite the expectation of outspending cash flows over the
remainder of 2007 and into 2008, RRC's liquidity profile remains
very solid.  Pro-forma for the notes offering, RRC is expected to
have $600 million of availability under its $900 million credit
facility, and should be well within its maintenance covenant
requirements which ensures accessibility at least over the next
year.

The stable outlook is supported by a competitive cost structure
and very robust cash-on-cash returns buttressed in recent quarters
by the roll-off of weak hedges and RRC's ability to capitalize on
hedges in place at higher prices.  In order to offset rising
reserve replacement costs, it will be important for RRC to
continue generating strong returns and cash flows. The outlook
could be pressured if RRC's leverage on PD reserves escalates to
the low $6 range and appears likely to remain there.  The ratings
could also be pressured if RRC is unable to generate the targeted
growth through its aggressive drilling program or if reserve
replacement metrics escalate increasing the full-cycle cost
structure and pressuring cash-on-cash returns.

Range Resources Corporation is headquartered in Fort Worth, Texas,
and is engaged in the exploration, development and acquisition of
oil and gas properties, primarily in the Southwestern, Appalachian
and Gulf Coast regions of the United States.


RED HAT: Earns $18.2 Million in Second Quarter Ended Aug. 31
------------------------------------------------------------
Red Hat Inc. disclosed Tuesday financial results for its second
fiscal quarter ended Aug. 31, 2007.

Net income for the quarter was $18.2 million, compared with
$16.2 million for the prior quarter and $11.0 million in the year
ago quarter.  Non-GAAP adjusted net income for the quarter was
$36.9 million, after adjusting for stock compensation and tax
expense.  This compares to non-GAAP adjusted net income of
$33.7 million in the prior quarter and $24.5 million in the year
ago period.

Total revenue for the quarter was $127.3 million, an increase of
28.0% from the year ago quarter and 7.0% from the prior quarter.
Subscription revenue was $109.2 million, up 29% year-over-year and
6.0% sequentially.

Non-GAAP operating cash flow totaled $63.7 million for the
quarter, up 43.0% from the year ago quarter and 22.0%  
sequentially.  Total cash, cash equivalents and investments as of
Aug. 31, 2007, were $1.3 billion.  At quarter end, Red Hat's total
deferred revenue balance was $377.0 million, an increase of 33.0%
year-over-year and 4.0% sequentially.

"We are pleased to report another solid quarter of strong
revenues.  I am particularly pleased with the steady improvement
in operating margin and operating cash flow.  These performance
improvements come at a time when we are continuing to invest
heavily in our processes and systems as we scale globally," stated
Charlie Peters, executive vice president and chief financial
officer of Red Hat.  "We continue to see robust demand for our
open source solutions and are encouraged by our market position."

In addition, Red Hat Inc. disclosed that its Board of Directors
had authorized the continuation of the company's stock and
debenture repurchase program.  Under the program, the company is
authorized to repurchase in aggregate up to $250 million of the
company's common stock and in aggregate up to $75 million of the
company's 0.5% Convertible Senior Debentures due 2024.

Repurchased common stock will be available for use in connection
with the company's equity compensation plans and for other
corporate purposes.  Repurchased debentures will be retired and
canceled.  The repurchase program will be funded using the
company's working capital and may be suspended or discontinued at
any time.  Red Hat had approximately 193.9 million shares of
common stock outstanding as of Sept. 21, 2007.

At Aug. 31, 2007, the company's consolidated balance sheet showed
$1.92 billion in total assets, $1.02 billion in total liabilities,
and $898.5 million in total stockholders' equity.

                          About Red Hat

Headquartered in Raleigh, N.C., Red Hat Inc. (NYSE: RHT) --
http://www.redhat.com/-- is an open source solutions provider,  
with over 50 offices spanning the globe.  CIOs have ranked Red Hat
first for value in Enterprise Software for three consecutive years
in the CIO Insight Magazine Vendor Value study.  Red Hat provides
high-quality, low-cost technology with its operating system
platform, Red Hat Enterprise Linux, together with applications,
management and Services Oriented Architecture solutions, including
the JBoss Enterprise Middleware Suite.  Red Hat also offers
support, training and consulting services to its customers
worldwide.

                          *     *     *

Red Hat Inc. still carries Standard & Poor's 'B+' corporate credit
rating last placed on Aug. 21, 2006.  Outlook is Stable.


SACO I: S&P Lowers Ratings on 26 Classes of Securities
------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 26
classes of mortgage-backed securities issued by eight SACO I Trust
series.
     
The downgrades reflect the deteriorating performance of the
collateral pools as monthly net losses continue to significantly
outpace monthly excess interest cash flows, resulting in principal
write-downs to the overcollateralization for these deals.  
Consequently, these classes experienced principal write-downs: B-4
from series 2005-9, II-B-3 and II-B-4 from series 2006-5, B-3 and
B-4 from series 2006-6, B-4 from series 2006-7, B-4 from series
2005-WM2, and B-4 from 2005-WM3.  The principal balances for class
II-B-4 from series 2006-5 and class B-4 from series 2006-6 have
been written down to zero.
     
As of the August 2007 distribution period, total delinquencies
ranged from 10.64% (series 2005-8) to 22.30% (series 2005-WM2),
while cumulative realized losses ranged from 6.56% (series 2005-8)
to 10.86% (series 2005-WM3).  Seasoning for these transactions
ranged from 13 months to 22 months, with outstanding pool factors
of about 65% or less.
     
Subordination, O/C, and excess interest cash flows provide credit
support for these transactions.  The collateral consists of 30-
year, fixed-rate, closed-end second-lien mortgage loans secured by
one- to four-family residential properties.

                       Ratings Lowered

                        SACO I Trust

                                    Rating
                                    ------
               Series     Class   To      From
               ------     -----   --      ----
               2005-8     B-2     BB      BB+
               2005-8     B-3     B-      B
               2005-8     B-4     D       CCC
               2005-10    I-B-4   CCC     B
               2005-10    II-B-1  BBB-    BBB+
               2005-10    II-B-2  B+      BB
               2005-10    II-B-3  CCC     B
               2005-WM2   B-3     B-      B
               2005-WM2   B-4     D       CCC
               2005-WM3   B-3     CCC     B
               2005-WM3   B-4     D       CCC
               2006-4     M-4     A-      A+
               2006-4     M-5     BB+     BBB+
               2006-4     M-6     B       BB
               2006-4     B-1     CCC     B
               2006-4     B-2     CCC     B
               2006-4     B-4     D       CCC
               2006-5     I-B-3   CCC     B
               2006-5     II-B-1  CCC     B
               2006-5     II-B-3  D       CCC
               2006-5     II-B-4  D       CCC
               2006-6     M-6     CCC     B
               2006-6     B-3     D       CCC
               2006-6     B-4     D       CCC
               2006-7     M-6     CCC     B
               2006-7     B-4     D       CCC


SANMINA-SCI: S&P Affirms Ratings and Revises Outlook to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on San
Jose, California-based Sanmina-SCI Corp. to negative from stable,
as a result of continued operating weakness and increasing
leverage.  The corporate credit and senior unsecured
ratings are affirmed at 'B+', and the subordinated debt rating is
affirmed at 'B-'.
     
Sanmina's EBITDA margin slipped to 2.3% in the June quarter from
3.4% in fiscal 2006.  Expectations are for earnings to continue at
depressed levels for the near term.  Weakness is attributed to
volume declines and production inefficiencies at the company's
printed circuit board and enclosures businesses.  Although debt
levels have been flat for the past four quarters and are expected
to decline over the next two quarters through working capital
contraction and asset sales, leverage statistics will remain high
for the rating, with debt to EBITDA at more than 6x as of June 30,
2007.
     
"The ratings reflect continued erosion of profit measures,
diminished liquidity, and high leverage," said Standard & Poor's
credit analyst Lucy Patricola.  "These concerns are partially
offset by the company's top-tier business position in low-volume,
complex electronic manufacturing services end
markets and its top-tier OEM customer base."
     
Sanmina is a leading provider of electronic manufacturing services
for the computing, telecommunications, and data communications
industries, generating sales of about $10.6 billion for the 12
months ended June 30, 2007.  The company had about $2 billion in
lease-adjusted debt, including outstandings under accounts
securitization programs, as of June 2007.


SOLUTIA INC: Poised to Emerge After Chapter 11 Settlement
---------------------------------------------------------
Solutia Inc. has secured the support of all of the major
constituents in its Chapter 11 cases for a consensual plan of
reorganization.

"I am extremely pleased to announce that we have reached a
comprehensive settlement with all of the major constituents in our
bankruptcy case that will form the basis for a revised consensual
plan of reorganization that will be filed within the next few
days," said Jeffry N. Quinn, chairman, president and chief
executive officer of Solutia Inc.  "The revised plan will position
Solutia to emerge from bankruptcy by the end of this year as a
financially healthy organization well-positioned to create
significant value for its stakeholders."

"The revised plan will provide for $250 million of new investment
in reorganized Solutia through a backstopped rights offering to
certain creditors, as well as a reallocation of the legacy
liabilities that Solutia assumed when it was spun off.  
Importantly, it also will provide for a resolution of all the
litigation between the settling parties including a potential
appeal by our noteholders, the adversary proceeding filed by our
current equity holders against Monsanto and Pharmacia, and related
objections to the Monsanto and Pharmacia claims."

The settlement and revised plan is supported by the Ad Hoc
Committee of Solutia Noteholders, the Official Committee of Equity
Security Holders, the Official Committee of Unsecured Creditors,
Monsanto Company, Pharmacia Corporation, the Official Committee of
Retirees, and the Ad Hoc Committee of Trade Creditors.  As part of
the settlement, the following parties executed agreements earlier
this month in support of the settlement and revised plan of
reorganization: Monsanto, noteholders controlling at least $300.1
million in principal amount of the 2027/2037 notes, the official
committee of general unsecured creditors, the official committee
of equity security holders, the ad hoc trade committee, and
Solutia.  The support agreements became effective on September 6,
2007.

Solutia will update its disclosure statement and plan of
reorganization to reflect the terms of the settlement, and
anticipates filing these documents with the U.S. Bankruptcy Court
for the Southern District of New York promptly.  An October 10,
2007 court date has been set seeking approval of the disclosure
statement.  Once approved, the disclosure statement will be sent
to Solutia's creditors and equity interest holders for voting
purposes.  Following the voting process, the court will hold a
hearing to approve or "confirm" the plan.

"Since beginning the chapter 11 process, we have concentrated on
the implementation of a reorganization strategy focused on
enhancing our financial and operating performance, changing our
portfolio so that it consists of high potential businesses, and
achieving a reallocation of legacy liabilities.  I am pleased to
say that the men and women of Solutia have been very successful in
executing this strategy and, as a result, we are able to provide
enhanced recoveries for all creditor constituencies, including
current equity holders," added Quinn.  "The revised plan also
situates us well to deliver the fourth component of our strategy
for rehabilitating our company -- exiting bankruptcy with a
competitive capital structure."

James M. Sullivan, chief financial officer of Solutia, noted,
"Despite the recent turbulence in the debt capital markets, I am
confident that Solutia will be able to secure the necessary exit
financing package to consummate the revised plan.  We have
improved our earnings, reduced our risk profile, gained the
infusion of new money investment through the rights offering, and
will propose a capital structure with moderate leverage.  We are
moving forward in earnest with the exit financing process and plan
to put financing in place consistent with our emergence
timeframe."

             Major Terms Underlying Settlement and
                       Reorganization Plan

(1) $250 Million of New Investment

The revised plan will provide for $250 million of new investment
in reorganized Solutia.  This investment will be in the form of a
rights offering to the noteholders and general unsecured
creditors, who will be given the opportunity to purchase shares of
the new common stock on a pro rata basis at a 33.3% discount to
the implied equity value.  The rights offering will be backstopped
by a group of Solutia's creditors (i.e. they will purchase any
shares not bought by other creditors).  For this commitment they
will receive a fee of 2.50% and an allocation of 15% of the rights
offering.

The $250 million generated as a result of the rights  offering
will be used as follows: $175 million will be set aside in a
Voluntary Employees' Beneficiary Association (VEBA) Retiree Trust
to fund the retiree welfare benefits for those pre-spin retirees
whom receive these benefits from Solutia; and $75 million will be
used by Solutia to pay for other legacy liabilities being retained
by the company.

(2) Relief from Tort Litigation and Environmental Remediation
    Liabilities

Consistent with Solutia and Monsanto's prior agreement, the
settlement provides that Monsanto will take on financial
responsibilities in the areas of tort litigation and environmental
remediation.

  -- Monsanto will be financially responsible for all
     current and future tort litigation costs arising from
     Pharmacia's chemical business prior to the Solutia
     spinoff.  This includes litigation arising from
     exposure to PCBs and other chemicals.

  -- Monsanto will accept financial responsibility for
     environmental remediation and clean-up obligations at    
     all sites for which Solutia was required to assume
     responsibility at the spinoff but which were never
     owned or operated by Solutia.  Solutia will remain
     responsible for the environmental liabilities at sites
     that it presently owns or operates.

  -- Solutia and Monsanto will share financial   
     responsibility  with respect to two sites. Under this cost-
     sharing arrangement the first $50 million of post-emergence
     remediation and cleanup costs will be funded by the proceeds
     of the rights offering described above.  Upon emergence,
     Solutia would be responsible for the funding of these sites
     up to an agreed amount.  Thereafter, if needed, Monsanto and
     Solutia would share responsibility equally.

(3) Current Equity Holders New Common Stock Purchase Option

Under the revised plan, in addition to other considerations,
current equity holders that own at least a specified number of
shares of Solutia common stock will receive rights to purchase, at
the time of the company's emergence from bankruptcy, a pro rata
share of up to 17% of the new common stock for $175 million which
is at a discount from the implied equity value under the revised
plan.  The proceeds from the sale of this equity will fund a cash
payment to Monsanto of up to $175 million.  Any portion of the 17%
of the new common stock that is not purchased by current equity
holders will be distributed to Monsanto under the revised plan.

(4) Settlement of Litigation and Claims Objection

Each of the settling parties has agreed to stay all pending
litigation relating to Solutia's chapter 11 cases until the
effective date of the plan, at which time this litigation will be
dismissed.  This includes objections to the disclosure statement
and plan of reorganization filed by the noteholders and the equity
security holders, the adversary proceeding filed by the equity
security holders against Monsanto and Pharmacia, objections to the
claims filed in the case by Monsanto and Pharmacia, and the
noteholders' appeal of the decision in the litigation related to
the secured or unsecured nature of their claims.

(5) Composition of Board of Directors

Under the revised plan, reorganized Solutia's Board of Directors
will be comprised of nine members, including: Jeffry N. Quinn,
Solutia's chairman, president and chief executive officer; J.
Patrick Mulcahy, a current director of Solutia; one director
designated by each of Monsanto, the general unsecured creditors
and the noteholders; and four directors designated by a five-
person search committee consisting of Mr. Quinn, two
representatives from the noteholders and one representative each
from the general unsecured creditors and the ad hoc trade
creditors.  Solutia has engaged the services of Spencer Stuart, a
global search firm, to begin the process of helping identify and
recommend highly qualified board candidates.

(6) Anticipated Creditor Recoveries and Equity Ownership

Assuming full subscription to the rights offering by the
participating parties (including the backstop parties), a full
exercise of the new common stock purchase option, and an estimated
general unsecured claims pool of $342 million, the following
creditors and equity security holders will receive the following
distributions:

         -- General Unsecured Creditors will receive their pro
            rata  share of 31.4% of the new common stock,
            resulting in a recovery of 80.6 cents on the dollar.

         -- Noteholders will receive their pro rata share of
            43.8% of the new common stock, resulting in a
            recovery of 88.4 cents on the dollar.

         -- Monsanto will receive up to $175 million in cash.  Any
            shares of new common stock not purchased by current
            equity holders pursuant to the new common stock
            purchase option will be distributed to Monsanto and
            the cash distribution reduced accordingly.

         -- Equity Security Holders will receive their pro rate
            share of 1% of the new common stock and pursuant to
            the new common stock purchase option, holders that own
            at least a specified number of shares of Solutia
            common stock will receive rights to purchase a pro
            rata share of up to 17% of the new common stock.

            Assuming the new common stock purchase option is
            fully exercised, current equity security holders will
            own up to 18% of the new common stock.

            Additionally, current equity security holders will
            have the following rights:  i) holders who own at
            least a specified number of shares of Solutia common
            stock will receive their pro rata share of five-year
            warrants to purchase 7.5% of the common stock; and ii)
            holders who own at least a specified number of shares
            of Solutia common stock will receive the right to
            participate in a buy out for cash of  general
            unsecured claims of less than $100,000 for an amount
            equal to 52.35% of the allowed amount of such claims,
            subject to election of each general unsecured creditor
            to sell their claim.

         -- Retirees will receive the benefits provided for under
            the terms of the settlement between Solutia and its
            retirees, which was previously announced and is not
            being altered by the settlement currently announced.
            In accordance with that settlement, the retirees, as
            a class, will receive 2% of the new common stock.
            This stock will be deposited into a VEBA trust that
            will be used to pay retiree welfare benefits.  This
            is in addition to the $175 million from the rights
            offering that will also be deposited into the VEBA
            trust.

         -- Backstop Parties (the backstoppers of the rights
            offering) will own 4.7% of the new common stock.

                    General Plan Assumptions
   
Solutia will be an independent, publicly traded company listed on
a national exchange.  The enterprise value of reorganized Solutia
is currently estimated to be approximately $2.85 billion, with
corresponding implied reorganization equity value of approximately
$1.2 billion.  In total, 59.75 million common shares will be
issued and allocated upon emergence, exclusive of an anticipated
management incentive plan to be approved as part of the revised
plan of reorganization.

"This settlement is the result of difficult negotiations that lead
to compromise.  A tremendous amount of hard work by all of the
various constituents has gone into this reorganization process and
I want to thank everyone who has been involved," stated Quinn.

                       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, and is set to continue on Oct. 10, 2007.


SOUTHAVEN POWER: Has Until December 12 to File Chapter 11 Plan
--------------------------------------------------------------
The Honorable George R. Hodges the United States Bankruptcy Court
for the Western District of North Carolina further extended
Southaven Power LLC's exclusive periods to:

   a. file a Chapter 11 plan until Dec. 12, 2007; and
   b. solicit acceptances of that plan until Feb. 6, 2008.

As reported in Troubled Company Reporter on Sept. 13, 2007, the
Debtor said that it needed more time to resolve certain issues,
including:

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

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

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

                    About Southaven Power LLC

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


STANDARD PACIFIC: S&P Rates $100MM Sr. Subordinated Notes at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to the
$100 million 6% convertible senior subordinated notes due 2012
issued by Standard Pacific Corp. (SPF; BB/Negative/--).

The company may issue an additional $15 million to cover
overallotments.  SPF will use proceeds from the note offering to
repay a portion of the outstanding borrowings under its
$900 million revolving credit facility, which had an outstanding
balance of $384 million as of Sept. 21, 2007.
     
The ratings and outlook on Irvine, California-based SPF reflect
the challenging housing conditions in the company's markets, which
will continue to weigh on operating performance.  SPF remains well
positioned in homebuilding markets that have strong long-term
prospects, and S&P believe management is taking appropriate steps
to manage its inventory levels and generate cash flow from
operations; however, S&P will monitor the success of these efforts
in this very challenging environment.  Standard & Poor's will
review its ratings on SPF after the company files its quarterly
financial statements.  The existing ratings remain contingent upon
prudent inventory management, sufficient liquidity, and the
maintenance of appropriate financial measures.
     

STRUCTURED ASSET: S&P Junks Ratings on Three Loan Classes
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 11
classes from two series of asset-backed securities issued by
Structured Asset Securities Corp. Mortgage Loan Trust.
     
The downgrades reflect the poor performance of the collateral
pools.  Monthly net losses have consistently exceeded monthly
excess interest cash flows, resulting in the complete principal
write-downs of the overcollateralization for these transactions.  
Additionally, class M8 from series 2006-ARS1 has experienced
$214,122 in principal write-downs, and all of the principal
balances for classes M9, B1, and B2 from series 2006-ARS1, and the
balances for all four classes from series 2006-ARS1 have been
written down.  

In addition, class B4 from series 2006-S2 has experienced
principal write-downs of approximately $10.06 million.  As a
result S&P lowered the ratings on these five classes to 'D'.
     
As of the September 2007 distribution period, total and severe
delinquencies were 16.94% and 9.08% for series 2006-ARS1 and
12.83% and 7.79% for series 2006-S2, respectively.  Cumulative
realized losses were 12.80% and 4.36%, respectively, for series
2006-ARS1 and 2006-S2.  These transactions are 14 and 15 months
seasoned, respectively, and have outstanding pool factors of
approximately 64.74% and 61.56% for series 2006-ARS1 and 2006-S2,
respectively.
     
Subordination, O/C, and excess interest cash flows provide credit
support for these transactions.  The collateral consists of 30-
year fixed-rate closed-end second-lien mortgage loans secured by
one- to four-family residential properties.

                        Ratings Lowered

     Structured Asset Securities Corp. Mortgage Loan Trust

                                       Rating
                                       ------
              Series      Class      To       From
              ------      -----      --       ----
              2006-ARS1   M3         A        AA-
              2006-ARS1   M4         BBB-     A+
              2006-ARS1   M5         B+       A-
              2006-ARS1   M6         CCC      BB+
              2006-ARS1   M7         CCC      B
              2006-ARS1   M8         D        CCC
              2006-ARS1   M9         D        CCC
              2006-ARS1   B1         D        CCC
              2006-ARS1   B2         D        CCC
              2006-S2     B1         CCC      B
              2006-S2     B4         D        CCC


SUB SURFACE: Completes Acquisition of USM Capital's Unit
--------------------------------------------------------
Sub-Surface Waste Management of Delaware Inc.'s chief executive
officer, Robert Brehm, said Wednesday that the company has
completed several key transactions with USM Capital Group Inc.
including the purchase of a new subsidiary, additional equity
investment, and a transfer of assets as the company continues to
enhance its balance sheet in preparation for new business in
fiscal year 2008 beginning on October 1.

SSWM purchased all of the outstanding stock of Worldwide Water
Systems Inc. held by USM Capital Group Inc.  WWSI is now a wholly
owned subsidiary of SSWM and can be used as an acquisition/merger
entity for future acquisitions by SSWM or as an operational entity
for new business opportunities.  WWSI was purchased under the
terms of a stock exchange agreement between the companies.

SSWM also concluded an asset transfer from USM Capital Group
valued at approximately $125,000 and accepted $13,900 in
additional equity investment.

Mr. Brehm stated, "As we prepare for pending and future
acquisitions we need to have a stronger balance sheet and the
appropriate corporate tools such as WWSI to facilitate the
acquisition/merger process.  The transactions with USM Capital
Group and other affiliate companies in the U.S. Microbics family
help us prepare for our future growth."

                     About Sub Surface Waste

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

Sub Surface Waste's consolidated balance sheet at June 30, 2007,
showed $1.4 million in total assets and $2.3 million in total
liabilities, resulting in a $901,703 total stockholders' deficit.


SUB SURFACE: Obtains $400,000 Add-Up Funding from U.S. Microbics
----------------------------------------------------------------
U.S. Microbics Inc. is increasing its investment position in its
subsidiary, Sub-Surface Waste Management of Delaware Inc.  U.S.
Microbics has previously invested over $6 million into SSWM and is
now increasing that investment by $400,000 to help strengthen
SSWM's financial statements.

Robert Brehm, chief executive officer of U.S. Microbics and SSWM,
"SSWM has previously identified an environmental transportation
company as a potential acquisition and we are in the final due
diligence and term sheet negotiation for this company which has
historical revenues of $10 million plus per year.  Although the
acquisition terms are not yet complete, we are preparing for the
event by taking steps to strengthen the balance sheet of SSWM by
increasing our investment position in the company.  We are excited
about the future prospects of the target company and the expertise
and complementary technology and management we bring to expand its
growth."

Mr. Brehm continued, "SSWM is going through a metamorphosis from
its beginnings as a remediation company to its current emphasis of
rebuilding and creating new shareholder value through target
acquisitions of environmentally related companies with proven
business models.  With the SSWM stock price at historically low
values and a fast approaching fiscal year end for both companies,
adding to our current investment in SSWM seemed prudent for [U.S.
Microbics] and also helps SSWM as we prepare for our new business
year beginning October 1."

                       About U.S. Microbics

U.S. Microbics Inc. (OTCBB: BUGS) is a global business development
company that acquires, develops, and deploys innovative
technologies that positively enhance the environment for the
benefit of mankind.

                      About Sub Surface Waste

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

Sub Surface Waste's consolidated balance sheet at June 30, 2007,
showed $1.4 million in total assets and $2.3 million in total
liabilities, resulting in a $901,703 total stockholders' deficit.


SUB SURFACE: Renews $1 Million Credit Line with Pilgrim Bank
------------------------------------------------------------
Robert Brehm, chief executive officer of Sub-Surface Waste
Management of Delaware Inc. disclosed last week that the company
has successfully renewed its $1,000,000 working capital credit
line with Pilgrim Bank for an additional one-year period during
the 2008 fiscal year.

Mr. Brehm stated, "We are pleased to work with the professionals
at Pilgrim Bank and a key shareholder who have extended our note
for an additional year as we prepare for new business
opportunities in the coming fiscal year.  As we position SSWM for
future acquisitions, we are making many changes to strengthen our
balance sheet for future financing and favorable presentation of
key financial ratios in consolidated financial statements with
merger or acquired entities.  The renewal of our working capital
line is another step accomplished in our metamorphosis process."

                     About Sub Surface Waste

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

Sub Surface Waste's consolidated balance sheet at June 30, 2007,
showed $1.4 million in total assets and $2.3 million in total
liabilities, resulting in a $901,703 total stockholders' deficit.


TCW SELECT: S&P Holds BB- Ratings on Three Notes
------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A-2 and B notes issued by TCW Select Loan Fund Ltd., an arbitrage
high-yield CLO transaction, on CreditWatch with positive
implications.  At the same time, S&P affirmed its ratings on the
class A-1, C, D-1, D-2, and composite notes based on the level of
overcollateralization available to support the notes.
     
The CreditWatch placements reflect factors that have positively
affected the credit enhancement available to support the notes
since the transaction was originated in May 2001.  Since that
time, the transaction has paid down approximately
$251.420 million to the class A-1 notes.

             Ratings Placed on Creditwatch Positive
   
                    TCW Select Loan Fund Ltd.

                            Rating
                            ------
            Class     To              From   Balance
            -----     --              ----   -------
            A-2       AA-/Watch Pos   AA-  $62,000,000
            B         A-/Watch Pos    A-   $25,000,000
   

                        Ratings Affirmed
   
                   TCW Select Loan Fund Ltd.

                Class        Rating     Balance
                -----        ------     -------
                A-1          AAA       $104,579,000
                C            BBB        $15,000,000
                D-1          BB-        $11,000,000
                D-2          BB-         $5,000,000
                Composite    BB-         $5,000,000
   

TERWIN MORTGAGE: Poor Performance Cues S&P to Lower Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 35 of
the classes from four Terwin Mortgage Trust transactions issued in
2006.

The downgrades reflect the poor performance of all seven loan
group structures from these transactions, six of which are backed
by 30-year closed-end second-lien mortgages; the remaining loan
group, series 2006-1 loan group 1, is backed by subprime
collateral.  Monthly net losses for all seven structures have
continued to exceed the monthly excess cash flow and have
deteriorated available credit support.  Subordination,
overcollateralization, and excess interest cash flow provide
credit support for these transactions.
     
S&P lowered its 'AAA' ratings on three classes from series 2006-6,
loan group 2, to 'AA-'.  This CES structure experienced its first
loss four months after issuance.  Since that time, losses have
continued to build and have steadily deteriorated available credit
support, preventing O/C from reaching its target of $5.2 million.  
This transaction currently has no O/C.

In addition, as a result of losses, the class II-B-5 and II-B-6
balances were reduced to zero and class II-B-4 has incurred a
principal write-down.  As of the August 2007 remittance period,
cumulative losses were $8.09 million, or 8.09% of the original
principal balance, and the pool had paid down to $63.19 million.
     
S&P lowered its ratings to 'D' on three of the affected classes
because they incurred principal write-downs during the August 2007
remittance period.
     
As of the August 2007 distribution period, total delinquencies on
all four transactions ranged from approximately 10.45% (series
2006-6, loan group 1) to 23.21% (series 2006-1, loan group 1) of
the current principal balances, while severe delinquencies (90-
plus days, foreclosures, and REOs) ranged from approximately 5.22%
(series 2006-1, loan group 2) to 16.39% (series 2006-1, loan group
1).  Cumulative losses continue to increase on all deals and
ranged from approximately 0.68% (series 2006-1, loan group 1) to
8.09% (series 2006-6, loan group 2) of the respective original
principal balances.  

                        Ratings Lowered
    
                     Terwin Mortgage Trust

                                               Rating
                                               ------
   Series        Class                   To              From
   ------        -----                   --              ----
   2006-1        I-B-2                   BB+             BBB+
   2006-1        I-B-3                   BB              BBB
   2006-1        I-B-4, I-B-5            B               BBB-
   2006-1        II-B-1                  BB+             BBB-
   2006-1        II-B-2                  B               BB
   2006-1        II-B-3                  CCC             B
   2006-6        I-B-1                   BBB-            A-
   2006-6        I-B-2                   B+              BBB+
   2006-6        I-B-3                   CCC             BBB
   2006-6        I-B-4                   CCC             B
   2006-6        I-B-6                   D               CCC
   2006-6        II-A-1, II-A-2, II-G    AA-             AAA
   2006-6        II-M-1a, II-M-1b        BBB-            AA
   2006-6        II-M-2                  BB              A
   2006-6        II-M-3                  CCC             BB+
   2006-6        II-B-1                  CCC             B
   2006-8        I-M-3                   A               A+
   2006-8        I-B-1                   BB+             A-
   2006-8        I-B-2                   CCC             BB+
   2006-8        I-B-3                   CCC             B
   2006-8        I-B-4                   CCC             B
   2006-8        I-B-6                   D               CCC
   2006-8        II-M-1                  A               AA
   2006-8        II-M-2                  BB              A
   2006-8        II-M-3                  B               BB+
   2006-8        II-B-1                  CCC             B
   2006-8        II-B-2                  CCC             B
   2006-4SL      B-1                     BBB+            A
   2006-4SL      B-2                     BB              BBB+
   2006-4SL      B-3                     CCC             BB+
   2006-4SL      B-6                     D               CCC


TEKTRONIX INC: Earns $20.1 Million in First Quarter Ended Sept. 1
-----------------------------------------------------------------
Tektronix Inc. disclosed Thursday its results of operations for
the first quarter ended Sept. 1, 2007.

The company reported net earnings from continuing operations of
$20.1 million for the first quarter ended Sept. 1, 2007, compared
with net earnings from continuing operations of $20.1 million for
the same period ended Aug. 26, 2006.  Excluding acquisition-
related costs, business realignment costs, and share-based
compensation expense, net earnings from continuing operations were
$30.5 million for the first quarter as compared with $29.2 million
for the same period last year.

Net sales was $291.5 million for the first quarter ended Sept. 1,
2007.  This compares with net sales of $268.1 million for the same
period last year.  

"Sales were up 9.0% over last year resulting in strong earnings
and cash flow," said Rick Wills, Tektronix chairman and chief
executive officer.  "Orders were down 5.0%, primarily due to a
decline in our Japan region which was impacted by our order policy
changes and some economic uncertainty.  In addition, we saw
continued market softness for network diagnostic communications
products.  These factors were partially offset by growth in other
geographies and by improvement in orders for our network
management products."

Instruments business orders were down 7.0%, with modest growth in
all geographies except Japan.  "We saw continued good demand for
oscilloscopes driven by new products, with particular strength in
value oscilloscopes.  Sales were up 14.0% as we delivered against
the new product backlog built last year," continued Wills.

Orders in the Communications business were flat year-over-year
with strong growth in network management products offset by a
decline in network diagnostic products.  "Although we continue to
see the ongoing impact of both the market consolidation and slow
operator spending for network diagnostic products, we are
encouraged by signs of strengthening in the market for our network
management products," said Wills.  "Communications business sales
declined 5.0% on a difficult comparison to last year but were up
sequentially from the fourth quarter."

During the quarter the company issued $345.0 million of
convertible debt, and repurchased $164.0 million — or nearly five
million shares — of common stock.

At Sept. 1, 2007, the company's consolidated balance sheet showed
$1.61 billion in total assets, $729.5 million in total
liabilities, and $884.8 million in total stockholders' equity.

                     Second Quarter Guidance

For the second quarter of fiscal 2008, the company expects net
sales to be approximately $270 - $280 million.  Earnings per share
from continuing operations are expected to be between $0.38 and
$0.42 before mostly non-cash acquisition-related costs, business
realignment costs, one-time items and share-based compensation
expense.

                    About Tektronix Inc.

Headquartered in Beaverton, Oregon, Tektronix Inc. (NYSE: TEK) --
http://www.tektronix.com/-- is a supplier of test, measurement,  
and monitoring products, solutions and services for the
communications, computer, and semiconductor industries — as well
as military/aerospace, consumer electronics, education and a broad
range of other industries worldwide.  Tektronix has operations in
19 countries worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on July 2, 2007,
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Tektronix Inc.'s proposed $300.0 million senior convertible notes.  
The proposed issue, which will also include an option to sell up
to an additional $45.0 million of notes, will be due in 2012.  At
the same time, Standard & Poor's affirmed its 'BB+' corporate
credit rating and stable outlook on Tektronix.


TRANSNATIONAL FIN'L: July 31 Balance Sheet Upside-Down by $3.9 Mil
------------------------------------------------------------------
Transnational Financial Network Inc.'s balance sheet at July 31,
2007, showed $7.7 million in total assets and $11.6 million in
total liabilities, resulting in a $3.9 million total stockholders'
deficit.

The company's balance sheet at July 31, 2007, further showed
strained liquidity with $4.0 million in total current assets
available to pay $8.0 million in total current liabilities.

The company reported a net loss of $1.2 million for the first
quarter ended July 31, 2007, compared with a net loss of $748,295
for the same period ended July 31, 2006.

Total revenue fell to $905,751 compared to $2.5 million for the
first quarter ended July 31, 2006.

The decline in revenues and increase in net loss in the first
quarter of fiscal 2008 may be attributed to the company's
diminished ability to sell mortgage loans that it had originated.  
The company has, in turn, had a severely reduced ability to
originate mortgages.  This reduced ability to originate mortgages
caused the company to suspend its wholesale mortgage lending
activities in August of 2007 leaving retail mortgage lending
operations in San Francisco, as the company's sole operations.

Full-text copies of the company's financial statements for the
quarter ended July 31, 2007, are available for free at:

               http://researcharchives.com/t/s?23b4

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 20, 2007,
Concord, Calif.-based Bedinger & Company expressed substantial
doubt about Transnational Financial Network Inc.'s ability to
continue as a going concern after auditing the company's
financial statements for the year ended April 30, 2007.  The
auditing firm pointed to the company's recurring losses, negative
cash flow from operations, and issues related to the credit
worthiness of the borrowers in which the company has extended
credit to in the form of a mortgage loan and the investors who
have subsequently purchase these loans.

                  About Transanational Financial

San Francisco-based Transnational Financial Network Inc. (Other
OTC: TRFN.PK) -- http://www.transnational.com/-- is currently a  
retail mortgage lender with offices in San Francisco.  The company  
suspended its wholesale mortgage lending operations in August of
2007 due to the turmoil in the mortgage industy.


TXU CORP: Commences Tender Offering for $2.3BB of Debt Securities
-----------------------------------------------------------------
TXU Corp. has commenced cash tender offers for an aggregate of
approximately $2.3 billion of outstanding unsecured debt
securities issued by TXU Corp. or its subsidiary Texas Competitive
Electric Holdings Company LLC.   

The tender offer for each series of Notes was conducted
concurrently with a related consent solicitation to amend the
terms of such Notes and the indentures and officer's certificates
pursuant to which the Notes were issued.  The tender offers and
consent solicitations were conducted in connection with the
proposed merger of TXU Corp. with Texas Energy Future Merger Sub
Corp., a wholly-owned subsidiary of Texas Energy Future Holdings
Limited Partnership.
    
Holders who wish to receive the Total Consideration must validly
tender and not validly withdraw their Notes at or prior to 5:00
p.m., New York City time, on Oct. 5, 2007, unless extended or
earlier terminated by TXU Corp. in its sole discretion.

The tender offer for each series of Notes will expire at midnight,
New York City time, on Oct. 23, 2007, unless extended or earlier
terminated by TXU Corp. in its sole discretion.  The completion of
the tender offers and consent solicitations is not a condition to
completion of the Merger, but the completion of the Merger is a
condition to TXU Corp.'s obligation to accept and pay for the
Notes pursuant to the tender offers and consent solicitations.
    
Holders tendering their Notes will be required to consent to
proposed amendments which would:

   -- eliminate certain covenants contained in the indentures  
      and officer's certificates relating to the Notes and in
      the Notes;

   -- eliminate certain events of default;
   
   -- modify covenants regarding mergers and consolidations;
      and

   -- modify or eliminate certain other provisions, including
      certain provisions relating to satisfaction and
      discharge, contained in such indentures, the officer's
      certificates and the Notes.

Holders may not tender their Notes without also delivering
consents and may not deliver consents without also tendering their
Notes.
    
The Total Consideration for each $1,000 principal amount of Notes
validly tendered and not validly withdrawn pursuant to the
applicable tender offer is the price equal to:

   (1) the sum of:
       (a) the present value of $1,000, determined in
           accordance with standard market practice, on the
           Scheduled Initial Payment Date on the applicable
           maturity date for the Notes; plus

       (b) the present value on the Scheduled Initial Payment
           Date of the interest that would be payable on, or
           accrue from, the last interest payment date prior to
           such Scheduled Initial Payment Date until the
           applicable maturity date for the Notes, in each case
           determined on the basis of a yield to such maturity
           date equal to the sum of (A) the yield to maturity
           on the applicable U.S. Treasury Security, as
           calculated by the dealer managers for the tender
           offers, in accordance with standard market practice,
           based on the bid-side price of such reference
           security as of 2:00 p.m., New York City time, on
           Oct. 9, 2007, unless modified by TXU Corp. in its
           sole discretion, as displayed on the page of the
           Bloomberg Government Pricing Monitor or any
           recognized quotation source selected by the dealer
           managers in their sole discretion if the Bloomberg
           Government Pricing Monitor is not available or is
           manifestly erroneous plus (B) the Applicable Spread,
           minus

   (2) accrued and unpaid interest on such Notes from the last
       interest payment date prior to the Scheduled Initial
       Payment Date to the Scheduled Initial Payment Date.
    
The Total Consideration includes a consent payment of $30 per
$1,000 principal amount of Notes, payable in respect of
Notes validly tendered and not validly withdrawn and as to which
consents to the Proposed Amendments are delivered at or prior to
the Consent Payment Deadline, subject to the terms and conditions
of the tender offers and consent solicitations.

Holders of the Notes must validly tender and not validly withdraw
Notes at or prior to the Consent Payment Deadline in order to be
eligible to receive the applicable Total Consideration for those
Notes purchased in the tender offers; these holders will be
entitled to receive the Total Consideration, plus accrued and
unpaid interest, if those Notes are accepted for payment to the
Initial Payment Date.

Holders who validly tender their Notes after the Consent Payment
Deadline and at or prior to the Offer Expiration
Date will be eligible to receive an amount, paid in cash, equal to
the applicable Total Consideration less the Consent Payment, plus
accrued and unpaid interest, if those Notes are accepted for
payment to the Final Payment Date.
    
The Scheduled Initial Payment Date is Oct. 10, 2007, unless
extended by the company.  

The Final Payment Date with respect to each tender offer is
expected to occur promptly after the Offer Expiration Date,
assuming all conditions to such tender offer have been satisfied
or waived.

Additional details about the Notes and the material pricing terms
of the tender offers for the Notes were:

   a) CUSIP No.: 90210VAD0
      Principal Amount Outstanding: $250 Million
      Issuer: TCEH
      Security: 6.125% Senior Notes due 2008
      Maturity Date: March 15, 2008
      Applicable Spread: 37.5 bps
      Reference Security: 4.625% US Treasury Note due Feb. 29,   
                          2008
      Bloomberg Page: BBT3
      Consent Payment (per 1,000 Principal Amount): $30

   b) CUSIP No.: 873168AJ7
      Principal Amount Outstanding: $1 Billion
      Issuer: TXU Corp.
      Security: 4.80% Series 0 Senior Notes due 2009
      Maturity Date: Nov. 15, 2009
      Applicable Spread: 25 bps
      Reference Security: 4.625% US Treasury Note due Nov. 15,
                          2009
      Bloomberg Page: BBT5
      Consent Payment (per 1,000 Principal Amount): $30

   c) CUSIP No.: 90210VAB4
      Principal Amount Outstanding: $1 Billion
      Issuer: TCEH
      Security: 7% Senior Notes due 2013
      Maturity Date: March 15, 2013
      Applicable Spread: 50 bps
      Reference Security: 3.875% US Treasury Note due Feb. 15,
                          2013
      Bloomberg Page: BBT6
      Consent Payment (per 1,000 Principal Amount): $30

Each tender offer and consent solicitation was made independently
of the other tender offers and consent solicitations.  TXU Corp.
reserves the right to terminate, withdraw or amend each tender
offer and consent solicitation independently of the other tender
offers and consent
solicitations at any time and from time to time.
    
The tender offers and consent solicitations are subject to the
satisfaction of certain conditions, including receipt of consents
sufficient to approve the Proposed Amendments and the Merger
having occurred, or the Merger occurring substantially concurrent
with the Offer Expiration Date.

TXU Corp. has retained Goldman, Sachs & Co. and Banc of America
Securities LLC to act as the dealer managers for the tender offers
and solicitation agents for the consent solicitations. Goldman,
Sachs & Co. may be contacted at (212) 357-0775 (collect) or (877)
686-5059 (toll-free) and Banc of America Securities LLC may be
contacted at (704) 388-9217 (collect)
and (888) 292-0070 (toll-free).

Requests for documentation may be directed to Global Bondholder
Services Corporation, the Information Agent, which can be
contacted at (212) 430-3774 (for banks and brokers only) or
(866) 804-2200 (for all others toll-free).
   
                        About TXU Corp.

Headquartered in Dallas, Texas, TXU Corp. (NYSE: TXU) --
http://www.txucorp.com/-- is an energy holding company that      
manages a portfolio of competitive and regulated energy
subsidiaries, primarily in Texas , including TXU Energy, Luminant,
and Oncor.  TXU Energy provides electricity and related services
to 2.1 million electricity customers in Texas .  Luminant has over
18,300 MW of generation in Texas , including 2,300 MW of nuclear
and 5,800 MW of coal-fueled generation capacity.  Oncor operates a
distribution and transmission system in Texas , providing power to
three million electric delivery points over more than 101,000
miles of distribution and 14,000 miles of transmission lines.

TCEH is the holding company for TXU Corp.'s competitive
businesses, Luminant and TXU Energy, and was formerly known as TXU
Energy Company LLC.

                         *     *     *

TXU Corp. continue to carry Moody's "Ba1" senior unsecured debt
rating well as Fitch's "BB+" long-term issuer default rating.
Both ratings were placed on Feb. 26, 2007.  

Additionally, TXU still carries Standard & Poor's "BB" Long-term
foreign and local issuer credit ratings, which were placed on
March 2, 2007, with a negative outlook.


UNITED SITE: Poor Financial Performance Cues Moody's B3 Rating
--------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of United Site Services Inc. to B3 from B2.  The ratings outlook
is negative.  Moody's also downgraded the first and second lien
senior secured facilities of the company.  

The downgrades were prompted by financial performance below
Moody's expectations driven largely by continuing weakness in the
residential construction market which generates demand for about
half of the company's revenues.  The negative outlook reflects the
likelihood of a protracted period before recovery in residential
construction becomes evident and the potential for a significant
slowdown in the broader economy.

The B3 rating reflects very high levels of overall indebtedness,
weak EBITDA to interest coverage and the high level of goodwill
and intangibles to total assets.  Free cash flow for the twelve
months ended June 30, 2007 was slightly negative, driven in part
by seasonality in capital expenditures and the business itself.  
Nonetheless, given weak current levels of internal cash flow
generation, the company's ability to manage uncertainties in a
weak business environment is likely to be constrained.

The ratings are supported by an expectation that the company will
maintain adequate short-term liquidity through revolver access,
stable market share and customer relationships, as well as
evidence of a certain degree of diversification beyond sanitation
services.  The ratings also take into account the discretionary
nature of a portion of the company's capital expenditures.

Sustained positive free cash flow generation and improvement in
interest coverage resulting from profitable top line growth could
result in a stable outlook.  While not likely in the near term,
significant regional improvement in the residential construction
environment would be needed for an upgrade.

Continuing negative free cash flow, material increases in leverage
from acquisitions or debt-financed capital expenditures, or
interest coverage deterioration from what are already very weak
levels could result in a further downgrade.

Moody's took these rating actions:

-- Downgraded the Corporate Family Rating to B3 from B2;

-- Downgraded the Probability of Default Rating to B3 from B2;

-- Downgraded to Ba3 (LGD 1, 5%) from Ba2 (LGD 1, 5%) the
    $100 million senior secured first lien revolving credit
    facility due 2012;

-- Downgraded to B3 (LGD 3, 45%) from B2 (LGD 3, 46%) the
    $265 million senior secured second lien term loan due 2013;

The outlook for the ratings is negative.

United Site Services, Inc. headquartered in Westborough, MA, rents
and services a comprehensive line of portable restrooms, temporary
fencing, temporary electric equipment and storage containers to a
broad range of customers including construction contractors,
special events planners, private individuals, commercial
establishments and governmental agencies.  The company is
privately held.


VENTURE IX: S&P Assigns Preliminary BB Rating on Class E Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Venture IX CDO Ltd./Venture IX CDO Corp.'s
$460 million floating-rate notes.
     
The preliminary ratings are based on information as of
Sept. 25, 2007.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.
     
The preliminary ratings reflect:

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

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

     -- The collateral manager's experience; and

     -- The transaction's legal structure, including the
        issuer's bankruptcy remoteness.
   
                  Preliminary Ratings Assigned
           Venture IX CDO Ltd./Venture IX CDO Corp.
   
     Class                       Rating            Amount
     -----                       ------            ------
     A                           AAA          $370,000,000
     B                           AA            $35,000,000
     C                           A             $25,000,000
     D                           BBB           $16,000,000
     E                           BB            $14,000,000
     Subordinated notes          NR            $40,000,000
   
                          NR — Not rated.


VONAGE HOLDINGS: Intends to Appeal $69.5 Million Sprint Verdict
---------------------------------------------------------------
Vonage Holdings Corp. disclosed that it will seek to overturn
Tuesday's U.S. District Court jury verdict in a patent
infringement lawsuit brought by Sprint Communications Company L.P.
and continue focusing on providing reliable, quality digital phone
service.

Federal court jurors in Kansas City, Kansas ruled in favor of
Sprint, finding that Vonage had willfully infringed Sprint's
patents in providing its VoIP telephony services, and awarding
$69.5 million in damages, which the jury found to be 5% of
Vonage's revenues over the infringing period.  Vonage will ask the
court to set aside the verdict, and if it is not granted, will
vigorously pursue an appeal of the decision, including the
underlying issue of liability and the willfulness aspect.  Vonage
believes any damages awarded are inappropriate.  In addition, the
company will seek to develop technological workarounds that don't
infringe on Sprint's patents.

"We are disappointed that the jury did not recognize that our
technology differs from that of Sprint's patents," said Sharon
O'Leary, chief legal officer for Vonage.  "Our top priority is to
provide high-quality, reliable digital phone service to our
customers.  Vonage has already demonstrated that it can keep its
focus on customers and on its core business while managing ongoing
litigation," she added.

                          About Vonage

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp. --
http://www.vonage.com/-- (NYSE: VG) is a provider of digital  
phone services with 2.45 million subscriber lines.


VONAGE HOLDINGS: Appellate Court Upholds Ruling on Two Patents
--------------------------------------------------------------
The U.S. Court of Appeals for the Federal Circuit upheld on
Wednesday a jury verdict that Vonage Holdings Corp. infringed on
two of Verizon Communications Inc.'s patents while remanding the
verdict on one patent, various reports say.

The Court further vacated the damages award of $58 million as well
as the 5.5% royalty award and sent it back for review.

Vonage declined to comment while Verizon spokesman Peter Thonis
said the decision "speaks for itself," reports add.

Vonage however disclosed that it had developed a way to work
around the two Verizon patents.

                       Verizon Litigation

On June 12, 2006, Verizon filed a suit against Vonage and
its subsidiary Vonage America Inc., with the U.S. District Court
for the Eastern District of Virginia.

Verizon alleged that the company infringed seven patents in
connection with providing VoIP services and sought injunctive
relief, compensatory and treble damages and attorneys' fees.
Verizon dismissed its claims with respect to two of its patents
prior to trial, which commenced on Feb. 21, 2007.

After trial on the merits, a jury returned a verdict finding that
the company infringed three of the patents-in-suit.  The jury
rejected Verizon's claim for willful infringement, treble damages,
and attorneys' fees, and awarded compensatory damages in the
amount of $58 million.  The trial court subsequently indicated
that it would award Verizon $1.6 million in prejudgment interest
on the $58 million jury award.  The trial court issued a permanent
injunction with respect to the three patents the jury found to be
infringed effective April 12, 2007.

The trial court then permitted the company to continue to service
existing customers pending appeal, subject to deposit into escrow
of a 5.5% royalty on a quarterly basis.  The trial court also
ordered that the company may not use its technology that was found
to be infringing to provide services to new customers.  In
addition, Vonage posted a $66 million bond to stay execution of
the monetary judgment pending appeal.

On April 6, 2007, the company brought the trial court's ruling
to the Federal Circuit Court, which Court allowed Vonage to
continue to sign up new customers while Vonage appeals the jury's
decision.

                          About Vonage

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp. --
http://www.vonage.com/-- (NYSE: VG) is a provider of digital  
phone services with 2.45 million subscriber lines.


WARNER CHILCOTT: Moody's Lifts Corporate Family Rating to B1
------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
Warner Chilcott Company Inc. to B1 from B2.  Moody's also upgraded
the other ratings related to Warner Chilcott Company Inc., Warner
Chilcott Corporation and related entities. Upgraded ratings
include the company's senior secured credit facilities and its
senior subordinated notes.  Following this rating action, the
outlook is stable.  The rating outlook had been positive since
Oct. 9, 2006.

The upgrade of the ratings reflects several positive developments
in the business.  Warner Chilcott has reduced leverage
significantly since its leveraged buy-out both through growth in
EBITDA and debt repayment.  The company has repaid debt with the
proceeds of its 2006 IPO and with excess free cash flow.  The
successful launches of Loestrin 24 and Taclonex, along with
reduced interest expense, expanding profitability margins and a
low tax rate, have helped drive improved cash flow since the
leveraged buy-out.  Also, the upgrade is supported by the
resolution of much of the litigation risk that was present at the
time of the original rating.

The ratings remain constrained by:

   1. the limited scale of the company, which maps to the "B"
      rating category;

   2. the highly competitive environment and risks associated
      with launches of generic products;

   3. Moody's expectation for increased product concentration;
      and

   4. the risk of debt-financed acquisitions.

These ratings were upgraded:

Warner Chilcott Company Inc.

-- Senior secured revolving credit facility due 2011, to Ba3
    (LGD3, 36%) from B1 (LGD3, 38%)

-- Senior secured term loan due 2012, to Ba3 (LGD3, 36%) from
    B1 (LGD3, 38%)

-- Corporate Family Rating, to B1 from B2

-- Probability of Default Rating, to B1 from B2

Warner Chilcott Corporation:

-- Senior secured term loan due 2012, to Ba3 (LGD3, 36%) from
    B1 (LGD3, 38%)

-- Senior subordinated notes due 2015, to B3 (LGD5, 89%) from
    Caa1 (LGD5, 89%)

Warner Chilcott is a marketer and developer of branded
pharmaceutical products focused on the U.S. women's healthcare and
dermatology markets.  Moody's initially assigned the company's
ratings in conjunction with the company's leveraged buy-out.  
Subsequently, Warner Chilcott Limited, a related entity of Warner
Chilcott Company, Inc. underwent an IPO and is now publicly traded
(NASDAQ: WCRX).


WENDY'S INTERNATIONAL: Fidelity Joins Three Others in Bidding
-------------------------------------------------------------
Fidelity National Financial, Thomas H. Lee Partners LP, Oaktree
Capital Management LP, and Ares Management joined to make a bid
for Wendy's International Inc., The Wall Street Journal
reports, citing a person familiar with the matter.

It is not clear how much the Fidelity group has bid, WSJ relates.

After Triarc Cos., more than a dozen parties have signed
confidentiality agreements and expressed interest in participating
in the sale process
for Wendy's, another WSJ source said.

As reported in the Troubled Company Reporter on Aug. 1, 2007,
Triarc chairman Nelson Peltz sent a letter asking the Wendy's
special committee working on the sale to consider his company's
purchase offer.  In his letter, Mr. Peltz dislosed that Triarc's
offer could range from $37.00 to $41.00 per share, which could
increase further depending on due diligence results.

Mr. Peltz also noted that Triarc, as a natural, strategic buyer
for Wendy's, should be encouraged to participate in the sale
process.

            Franchisees Want Say in Sale Proceedings

Wendy's franchisees have asked that they be included in talks
regarding the sale of the company, Bloomberg reported.

Bloomberg said that in a letter to the company signed by
representatives of more than 1,100 restaurants, the franchisees
asked to be included in discussions and said that ignoring them
could result in "a very public renunciation."

In response, Bloomberg added, Chairman James Pickett said that
although the franchisees are entitled to their opinions, the idea
that the company is not concerned with them is "disappointing."

As of July 1, Wendy's had 4,661 franchisee-owned restaurants and
1,297 company-owned locations, Bloomberg said.

                   About Wendy's International

Headquartered in Dublin, Ohio, Wendy's International Inc. (NYSE:
WEN) -- http://www.wendysintl.com/-- and its subsidiaries  
operate, develop, and franchise a system of quick service and fast
casual restaurants in the Americas, Asia, the Pacific Rim, Europe
and the Middle East.

                          *     *     *

As reported in the Troubled Company Reporter on June 21, 2007,
Moody's Investors Service lowered all ratings of Wendy's
International, Inc. and placed all ratings on review for further
possible downgrade.  Affected ratings include the company's
Ba2 corporate family rating which was lowered to Ba3 and
its (P)B1 preferred stock shelf rating which was lowered to (P)B2.

Additionally, Standard & Poor's Ratings Services lowered its
corporate credit and senior unsecured debt ratings on Wendy's
International Inc. to 'BB-' from 'BB+'.  All ratings remain on
CreditWatch with negative implications, where they were placed
on April 26, 2007.


WESTWAYS FUNDING: Fitch Takes Rating Actions on Various Classes
---------------------------------------------------------------
Fitch downgraded and placed on rating watch negative several
classes of notes from Westways Funding VI, VII, VIII, IX, and XI.

These rating actions are effective immediately:

Westways Funding VI

-- $67,500,000 Class A-2 notes rated 'AAA', placed on Rating
    Watch Negative;

-- $15,000,000 Class B notes downgraded to 'BBB' from 'AA',
    remains on Rating Watch Negative;

-- $15,000,000 Class C notes downgraded to 'B' from 'A',
    remains on Rating Watch Negative;

-- $15,000,000 Class D notes downgraded to 'CCC/DR5' from
    'BBB', remains on Rating Watch Negative;

-- $10,000,000 Class L loan interests downgraded to 'CCC/DR5'
    from 'BBB', remains on Rating Watch Negative;

-- $37,500,000 Income notes downgraded to 'CCC/DR6' from 'B-',
    remains on Rating Watch Negative.

Westways Funding VII

-- $140,000,000 Class A-1 notes rated 'AAA', placed on Rating
    Watch Negative;

-- $5,000,000 Class A-2 notes rated 'AAA', placed on Rating
    Watch Negative;

-- $10,000,000 Class B notes downgraded to 'BBB' from 'AA',
    remains on Rating Watch Negative;

-- $10,000,000 Class C notes downgraded to 'B' from 'A',
    remains on Rating Watch Negative;

-- $3,000,000 Class LC loan interests downgraded to 'B' from
    'A', remains on Rating Watch Negative;

-- $10,000,000 Class D notes downgraded to 'CC/DR5' from
    'BBB', placed on Rating Watch Negative;

-- $10,000,000 Class LD loan interests downgraded to 'CC/DR5'
    from 'BBB', remains on Rating Watch Negative;

-- $25,000,000 Income notes downgraded to 'CC/DR6' from 'B-',
    remains on Rating Watch Negative;

Westways Funding VIII

-- $301,250,000 Class A-1 notes rated 'AAA' is placed on
    Rating Watch Negative;

-- $25,000,000 Class A-2 notes rated 'AAA' is placed on Rating
    Watch Negative;

-- $22,500,000 Class B notes downgraded to 'BBB' from 'AA',
    remains on Rating Watch Negative;

-- $22,500,000 Class C notes downgraded to 'B' from 'A',
    remains on Rating Watch Negative;

-- $5,000,000 Class LC loan interests downgraded to 'B' from
    'A', placed on Rating Watch Negative;

-- $22,500,000 Class D notes downgraded to 'CC/DR5' from
    'BBB', remains on Rating Watch Negative;

-- $12,000,000 Class LD loan interests downgraded to 'CC/DR5'
    from 'BBB', placed on Rating Watch Negative;

-- $56,250,000 Income notes downgraded to 'CC/DR6' from
    'B-',remains on Rating Watch Negative.

Westways Funding IX

-- $232,000,000 Class A notes rated 'AAA', placed on Rating
    Watch Negative;

-- $33,000,000 Class LA loan interests rated 'AAA', placed on
    Rating Watch Negative;

-- $16,000,000 Class B notes downgraded to 'BBB' from 'AA',
    remains on Rating Watch Negative;

-- $16,000,000 Class C notes downgraded to 'B' from 'A',
    remains on Rating Watch Negative;

-- $5,000,000 Class LC loan interests downgraded to 'B' from
    'A', remains on Rating Watch Negative;

-- $16,000,000 Class D notes downgraded to 'CCC/DR5' from
    'BBB', remains on Rating Watch Negative;

-- $12,000,000 Class LD loan interests downgraded to 'CCC/DR5'
    from 'BBB', remains on Rating Watch Negative;

-- $40,000,000 Income notes downgraded to 'CCC/DR6' from 'B-',
    remains on Rating Watch Negative.

Westways Funding XI

-- $10,000,000 Class B notes rated 'AA', placed on Rating  
    Watch Negative;

-- $21,000,000 Class LB loan interests rated 'AA', placed on
    Rating Watch Negative;

-- $23,000,000 Class C notes rated 'A', placed on Rating Watch
    Negative;

-- $8,500,000 Class LC loan interests rated 'A', placed on
    Rating Watch Negative;

-- $31,500,000 Class D notes rated downgraded to 'CCC/DR5'
    from 'BBB', remains on Rating Watch Negative;

-- $82,200,000 Class E Income notes downgraded to 'CCC/DR6'
    from 'BB', remains on Rating Watch Negative

The ratings for each of the class B, LB, C, LC, D, or LD notes
reflects the likelihood that investors will receive periodic
interest payments through the redemption date as well as their
respective stated principal balances.  The rating of the income
notes reflects the likelihood that investors will receive
aggregate payments in an amount equal to the principal amount on
or prior to the redemption date.

The transactions are mortgage market value CDOs (collateralized
debt obligation) managed by TCW Asset Management Co.  Each CDO has
overcollateralization tests designed to protect the notes from
declines in the market value of the portfolio.  However, some of
the overcollateralization tests are not effective as long as total
note net asset value is above a threshold.  In the event where the
NAV falls below that threshold, the asset manager must sell assets
from the portfolio until these tests are passing.

The sale of assets from one of the transactions may have a
negative effect on prices of similar assets in one or more of the
other transactions.  The downgrades and Rating Watch Negative
actions are due to the uncertainty in the proceeds that will be
achieved during a possible forced sale of assets given the price
volatility that even highly rated securities have seen in the
current market environment.  The Westways transactions currently
have portfolios of all floating AAA or agency collateral with over
half of the portfolio in agency securities.

These action are the latest in a series of negative actions on
these Westways Funding transactions in recent weeks.

-- 'Fitch Downgrades & Places on Watch Negative Notes of
    Westways Funding VI through XI' (Aug. 31);

-- 'Fitch Downgrades & Places on Rtg Watch Negative Notes of
    Westways Funding VI through XI' (Sept. 10).


WHOLE FOODS: Board Declares Dividend of $0.18 Per Share
-------------------------------------------------------
Whole Foods Market Inc.'s Board of Directors declared a dividend
of $0.18 per share to shareholders of record at the close of
business on Oct. 12, 2007.  The dividend is payable Oct. 23, 2007.

                     About Whole Foods Market

Founded in 1980 in Austin, Texas, Whole Foods Market Inc.
(NASDAQ: WFMI) -- http://www.wholefoodsmarket.com/-- is a
natural and organic foods supermarket.  In fiscal year 2006,
the company had sales of $5.6 billion and currently has more
than 190 stores in the United States, Canada, and the United
Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 18, 2007,
Moody's Investors Service downgraded Whole Foods Market Inc.'s
corporate family rating to Ba1 from Baa3 reflecting the
deterioration in the company's debt protection measures following
the debt-financed acquisition of Wild Oats Markets Inc.  Moody's
also downgraded the company's issuer rating to Ba2 from Ba1 (will
be withdrawn) and assigned probability-of-default rating of Ba1.
The rating outlook is stable.  This rating action resolves the
review for possible downgrade initiated on Feb. 22, 2007.


WHOLE FOODS: Capers Outlet to Shut Down on October 27
-----------------------------------------------------
Whole Foods Market Inc. will close its newly acquired branch at
West Vancouver Capers on Oct. 27, 2007, due to location and size
problems, Derrick Penner reports for Vancouver Sun, citing Ron
Megahan, Regional President of Whole Foods.

The closure however, Mr. Megahan explains, is not a move for
consolidation and Whole Foods intends to expand in Vancouver, the
report says.

Workers at the Capers outlet will be offered positions at the
parent company's Park Royal Village branch in West Vancouver or at
its other Capers outlets, Mr. Penner relates, quoting Mr. Megahan.

                     About Whole Foods Market

Founded in 1980 in Austin, Texas, Whole Foods Market Inc.
(NASDAQ: WFMI) -- http://www.wholefoodsmarket.com/-- is a
natural and organic foods supermarket.  In fiscal year 2006,
the company had sales of $5.6 billion and currently has more
than 190 stores in the United States, Canada, and the United
Kingdom.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 18, 2007,
Moody's Investors Service downgraded Whole Foods Market Inc.'s
corporate family rating to Ba1 from Baa3 reflecting the
deterioration in the company's debt protection measures following
the debt-financed acquisition of Wild Oats Markets Inc.  Moody's
also downgraded the company's issuer rating to Ba2 from Ba1 (will
be withdrawn) and assigned probability-of-default rating of Ba1.
The rating outlook is stable.  This rating action resolves the
review for possible downgrade initiated on Feb. 22, 2007.


WICKES INC: Disclosure Statement Hearing Scheduled on October 17
----------------------------------------------------------------
The Honorable Bruce W. Black of the United States Bankruptcy Court
for the Northern District of Illinois will convene a hearing on
Oct. 17, 2007, at 1:15 p.m., at 219 Southern Dearborn, Courtroom
615, to consider the adequacy of the Disclosure Statement
explaining the Amended Joint Chapter 11 Plan of Reorganization
filed by Wickes Inc. and the Official Committee of Unsecured
Creditors.

                      Overview of the Plan

As reported in the Troubled Company Reporter on Sept. 11, 2007,
the Plan provides for the liquidation of the Debtor's remaining
assets, including, the prosecution of causes of action and
distribution of the net proceeds to creditors according to
priority under the Bankruptcy Code.

On the effective date, the Plan contemplates that the property of
the Debtor will vest in the liquidating trust, and the liquidating
trustee will administer and liquidate the Debtor's remaining
assets, and prosecute and settle litigation claims.

The Debtor and Committee tell the Court that substantially all of
the Debtor's operating assets have been sold.

                      Treatment of Claims

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

Holders of Secured Claims, totalling $2,100,000, will expect to
recover 100% of their allowed claims.  After the effective date,
each holder will receive, either:

   a. cash equal to the unpaid portion of the allowed claim;
  
   b. other treatment, which the Debtor and liquidating trustee
      have agreed upon writing; or

   c. the return of the holder's collateral.

Other Priority Claims, totalling $10,376, will be paid in full and
will expect to recover 100% of their claims.

Holders of Convenience Claims, totalling $2,415,456 including
amounts owed to holders who have reduced their claims to $5,000,
will expect to recover 15% of their claims.

General Unsecured Claims, totalling between $37,000,000 and
$46,500,000, will expect to recover 10%, plus additional net
recoveries from litigation claims.

Holders of Equity Interests and Tort Claims will not receive any
distribution under the Plan.

A full-text copy of the Disclosure Statement is available for
a fee at: http://ResearchArchives.com/t/s?23b8

Headquartered in Vernon Hills, Illinois, Wickes Inc. --
http://www.wickes.com/-- is a retailer and manufacturer of
building materials, catering to residential and commercial
building professionals, repairs and remodeling contractors and
project do-it-yourself consumers.  Wickes, Inc., and GLC Division,
Inc., filed for chapter 11 protection on January 20, 2004 (Bankr.
N.D. Ill. Case No. 04-02221).  The Court dismissed GLC's case on
Feb. 17, 2005.  Richard M. Bendix Jr., Esq., at Schwartz, Cooper,
Greenberger & Krauss and Steven J. Christenholz, Esq., David N.
Missner, Esq., and Deborah M. Gutfeld, Esq., at DLA Piper Rudnick
Gray Cary US LLP represent the Debtors in their restructuring
efforts.  Sonnenschein Nath & Rosenthal LLP serves as counsel for
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, it listed $155,453,000
in total assets and $168,199,000 in total debts.


XILLIX TECHONOGIES: Completes Plan of Compromise and Arrangement
----------------------------------------------------------------
Xillix Technologies Corp. has completed the amended and restated
consolidated plan of compromise and arrangement of the company and
its subsidiaries dated Sept. 7, 2007, as approved by the Supreme
Court of British Columbia on Sept. 12, 2007.

Pursuant to the Plan, these took place:

   a. Nexia Biotechnologies Ltd., successor by amalgamation to
      Cavalon Capital Partners Ltd., has made a non-interest
      bearing loan of $4,400,000 to the company;

   b. all of the claims of the company's secured and unsecured
      creditors' have been settled and released for payments by
      the company totalling $3,600,000;

   c. the authorized share capital of the company has been
      increased by creating an unlimited number of non voting
      shares and an unlimited number of preferred shares;

   d. 94.5% of the loan has been converted into 112,023,510 common
      shares of the Company and 435,647,055 non voting shares of
      the company, such that Nexia now holds 45% of the common
      shares of the company and 100% of the non-voting shares of
      the company, providing Nexia with the ownership of 80% of
      the total equity interests in the company;

   e. all outstanding options, warrants, exchange rights and
      conversion rights of the Company and its subsidiaries have
      been cancelled;

   f. the company's name has changed to "Biomerge Industries
      Ltd.";

   g. PricewaterhouseCoopers Inc. has been discharged as the
      interim receiver of the Company appointed by the British
      Columbia Supreme Court; and

In addition, pursuant to the Plan and the Court Order approving
the Plan, on Wednesday, Sept. 26, 2007, the stay of proceedings
imposed on the Company by order of the British Columbia Supreme
Court under the Companies' Creditors Arrangement Act will be
lifted and the Company will no longer be subject to the CCAA.

In connection with the completion of the Plan, the company's
common shares will, effective on Sept. 26, 2007, be delisted
from the Toronto Stock Exchange and listed on the NEX, under the
symbol "BIL.H".

                       About Xillix

Xillix Technologies Corp. (TSX:XLX) --- http://www.xillix.com/--   
is a Canadian medical device company and the world leader in
fluorescence endoscopy for improved cancer detection.  Xillix's
currently approved device, Onco-LIFETM, incorporates fluorescence
and white-light endoscopy in a single device that has been
developed for the detection and localization of lung and
gastrointestinal cancers.  An international multicenter lung
cancer clinical trial of Onco-LIFE demonstrated a 325% per- lesion
improvement in the detection of early lung cancer (moderate-severe
dysplasia and carcinoma in situ) and a 250% per- patient
improvement compared to white-light alone.  Onco-LIFE is approved
for sale in the United States for the lung application and in
Europe, Canada and Australia for both lung and GI applications.
The Company also recently announced that it has developed a new
product, LIFE LuminusTM, designed to allow fluorescence imaging
of the colon using conventional video endoscope technology.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 25, 2006,
Xillix Technologies Corp. disclosed that, as a result of the
demand letter which it received from its secured lender, Hercules
Technology Growth Capital, Inc., on Oct. 13, 2006, the company
sought and obtained an order of the British Columbia Supreme
Court granting it protection from creditors under the Companies'
Creditors Arrangement Act.


* Fried Frank London Office Names Sheena McCaffrey as Partner
-------------------------------------------------------------
Sheena McCaffrey has joined Fried Frank Harris Shriver & Jacobson
LLP as an employment and pensions partner in the London office.  
She joins from Sidley Austin.

Sheena has extensive experience advising on the pensions and
employment aspects of international corporate and M&A
transactions, including advice to employers and trustees on
pension scheme compliance and pension transfers and transfer of
undertakings issues.

"Employment and pensions issues are so often integral to corporate
transactions and our clients are increasingly being faced with
complex employment and pensions laws and practices," said Managing
Partner, Justin Spendlove.  "We are delighted to welcome Sheena to
head up our employment and pensions team in London."

Fried Frank Harris Shriver & Jacobson LLP --
http://www.friedfrank.com/-- is an international law firm with  
more than 600 attorneys in offices in New York, Washington, D.C.,
London, Paris, Frankfurt and Hong Kong.  Fried
Frank lawyers regularly represent major investment banking firms,
private equity houses and hedge funds, well as many of the largest
companies in the world.  The firm offers legal counsel on M&A,
private equity, asset management, capital markets and corporate
finance matters, white-collar criminal defense and civil
litigation, securities regulation, compliance and enforcement,
government contracts, environmental law and litigation, real
estate, tax, bankruptcy, antitrust, benefits and compensation,
intellectual property and technology, international trade, and
trusts and estates.  The firm has an association with Huen Wong &
Co. in Hong Kong.


* Stephen B. Ravin Joins Forman Holt as Named Member
----------------------------------------------------
Forman Holt & Eliades LLC added Stephen B. Ravin as a named
member.  The firm, which has a major insolvency and bankruptcy
practice, is now known as Forman Holt Eliades & Ravin LLC.

"Stephen brings us close to 30 years of successful experience in
insolvency-related law and out of court restructuring," said
Charles M. Forman, senior member of the firm.  "We are confident
that his strong practice skills, marketing acumen and the results
he achieves for his clients will be a tremendous asset to our
firm.  It is a pleasure to welcome him as a colleague and member
of the firm."

Mr. Ravin is resident in Forman Holt Eliades & Ravin's Rochelle
Park, New Jersey office.  He was formerly a partner at Ravin
Greenberg PC, with a practice concentrated in the representation
of Chapters 7 and 11 debtors and creditor committees, and in state
court insolvency matters as an assignee for the benefit of
creditors.  Some of the noteworthy cases in which he was involved
include Grand Union Stores, NBO Menswear, Popular Club Plan and
Congoleum.  

"This move provides me an opportunity to bring my specialties to
one of the most successful firms in the region dedicated to
bankruptcy and business insolvency," Mr. Ravin said.  "I am
particularly pleased to join a group known for its expertise,
experience and integrity in bankruptcy and insolvency work on
behalf of the various parties involved in those matters.  I am
confident my results-focused approach is a great fit for the way
we manage and resolve insolvency issues for commercial enterprises
and individuals."

Mr. Ravin comes from a family of lawyers, including an uncle who
became active in the bankruptcy field in 1938 and his father who
became active in the field in 1947.  His sister is an attorney in
northern New Jersey, while his brother is a Superior Court Judge
in Essex County.

A 1977 graduate of Franklin Pierce Law Center, Mr. Ravin is a
former member of the United States Trustee's panel of trustees. He
is active both nationally and in the New Jersey Chapter of the
Turnaround Management Association, an association of professionals
dedicated to corporate renewal, and is an executive board member
and board member of the New York Institute of Credit.  He is a
member of the New Jersey State Bar, Bankruptcy Section, and is a
member and former trustee of the Essex County Bar Association. Mr.
Ravin is admitted to practice in New Jersey, New York and Florida.

               About Forman Holt Eliades & Ravin

Headquartered in based in Bergen County, New Jersey, Forman Holt
Eliades & Ravin – http://www.forman-law.com/-- is one of the  
bankruptcy firms in the region and has represented all parties in
bankruptcy proceedings, including debtors, creditors and trustees.  
Teams of attorneys focus on bankruptcy reorganizations and
liquidations, bankruptcy litigation, restructurings and loan
workouts and the related transactional work.  With roots dating to
the late 1970s, the firm has additional offices in New York and
Philadelphia.  


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Fairfax M.R.I. Center, Inc.
   Bankr. C.D. Calif. Case No. 07-17992
      Chapter 11 Petition filed September 11, 2007
         See http://bankrupt.com/misc/cacb07-17992.pdf

In Re Andrew J. Hartpence
   Bankr. N.D. Ga. Case No. 07-75104
      Chapter 11 Petition filed September 18, 2007
         See http://bankrupt.com/misc/ganb07-75104.pdf

In Re Caricare Medical Services, P.C.
   Bankr. E.D. N.Y. Case No. 07-45035
      Chapter 11 Petition filed September 18, 2007
         See http://bankrupt.com/misc/nyeb07-45035.pdf

In Re Milliard International, Inc.
   Bankr. C.D. Calif. Case No. 07-18247
      Chapter 11 Petition filed September 19, 2007
         See http://bankrupt.com/misc/cacb07-18247.pdf

In Re DeFranco Enterprises, Inc.
   Bankr. N.D. Calif. Case No. 07-52920
      Chapter 11 Petition filed September 19, 2007
         See http://bankrupt.com/misc/canb07-52920.pdf

In Re J.M.T.G., Inc.
   Bankr. N.D. Iowa Case No. 07-01716
      Chapter 11 Petition filed September 19, 2007
         See http://bankrupt.com/misc/ianb07-01716.pdf

In Re KanTex Hospitality, Inc.
   Bankr. D. Kans. Case No. 07-41280
      Chapter 11 Petition filed September 19, 2007
         See http://bankrupt.com/misc/ksb07-41280.pdf

In Re Manchester Collision & Custom Graphix, Inc.
   Bankr. D. New Jersey Case No. 07-23441
      Chapter 11 Petition filed September 19, 2007
         See http://bankrupt.com/misc/njb07-23441.pdf

In Re Woodlawn Restaurant Ventures, L.L.C.
   Bankr. W.D. Penn. Case No. 07-11517
      Chapter 11 Petition filed September 19, 2007
         See http://bankrupt.com/misc/pawb07-11517.pdf

In Re El Mejillon, Inc.
   Bankr. D. Puerto Rico Case No. 07-05327
      Chapter 11 Petition filed September 19, 2007
         See http://bankrupt.com/misc/prb07-05327.pdf

In Re Tender Care Veterinary Hospital, Inc.
   Bankr. M.D. Ala. Case No. 07-31425
      Chapter 11 Petition filed September 20, 2007
         See http://bankrupt.com/misc/almb07-31425.pdf

In Re Old Windmill Property, L.L.C.
   Bankr. D. Minn. Case No. 07-43340
      Chapter 11 Petition filed September 20, 2007
         See http://bankrupt.com/misc/mnb07-43340.pdf

In Re 100 Steel Street Associates, L.L.C.
   Bankr. W.D. Penn. Case No. 07-25922
      Chapter 11 Petition filed September 20, 2007
         See http://bankrupt.com/misc/pawb07-25922.pdf

In Re Neovi, Inc.
   Bankr. S.D. Calif. Case No. 07-05218
      Chapter 11 Petition filed September 20, 2007
         Filed as Pro Se

In Re Idowu Osiomwan Oghogho
   Bankr. E.D. Calif. Case No. 07-27715
      Chapter 11 Petition filed September 20, 2007
         Filed as Pro Se

In Re Robert Bruce Gittelson
   Bankr. C.D. Calif. Case No. 07-13477
      Chapter 11 Petition filed September 20, 2007
         Filed as Pro Se

In Re Banick, Inc.
   Bankr. D. Ariz. Case No. 07-01840
      Chapter 11 Petition filed September 21, 2007
         See http://bankrupt.com/misc/azb07-01840.pdf

In Re Greenscape Landscaping, Inc.
   Bankr. C.D. Calif. Case No. 07-15803
      Chapter 11 Petition filed September 21, 2007
         See http://bankrupt.com/misc/cacb07-15803.pdf

In Re Tradewinds Mortgage Document Preparation Company, Inc.
   Bankr. M.D. Fla. Case No. 07-08701
      Chapter 11 Petition filed September 21, 2007
         See http://bankrupt.com/misc/flmb07-08701.pdf

In Re American Business Printing, Inc.
   Bankr. M.D. Penn. Case No. 07-02987
      Chapter 11 Petition filed September 21, 2007
         See http://bankrupt.com/misc/pamb07-02987.pdf

In Re Pear Tree Meadow, L.L.C.
   Bankr. W.D. Va. Case No. 07-50648
      Chapter 11 Petition filed September 21, 2007
         Filed as Pro Se

In Re Masjid-Al Islam, Inc.
   Bankr. M.D. Tenn. Case No. 07-06919
      Chapter 11 Petition filed September 21, 2007
         Filed as Pro Se

In Re Arts Uniq', Inc.
   Bankr. M.D. Tenn. Case No. 07-06898
      Chapter 11 Petition filed September 21, 2007
         See http://bankrupt.com/misc/tnmb07-06898.pdf

In Re Securitywise, Inc.
   Bankr. M.D. Tenn. Case No. 07-06917
      Chapter 11 Petition filed September 21, 2007
         See http://bankrupt.com/misc/tnmb07-06917.pdf

In Re Daniel Shane Edwards
   Bankr. E.D. Texas Case No. 07-42148
      Chapter 11 Petition filed September 21, 2007
         See http://bankrupt.com/misc/txeb07-42148.pdf

In Re S.C. Crushing, L.L.C.
   Bankr. E.D. Texas Case No. 07-42154
      Chapter 11 Petition filed September 23, 2007
         See http://bankrupt.com/misc/txeb07-42154.pdf

In Re Mystery Shop Link, L.L.C.
   Bankr. C.D. Calif. Case No. 07-11368
      Chapter 11 Petition filed September 24, 2007
         See http://bankrupt.com/misc/cacb07-11368.pdf

In Re Annizekim, L.L.C.
   Bankr. D. Colo. Case No. 07-20751
      Chapter 11 Petition filed September 24, 2007
         See http://bankrupt.com/misc/cob07-20751.pdf

In Re Evangelia Sa'ponte Vella
   Bankr. D. Mass. Case No. 07-16038
      Chapter 11 Petition filed September 24, 2007
         See http://bankrupt.com/misc/mab07-16038.pdf

In Re Paul H. Ripley
   Bankr. D. Md. Case No. 07-19213
      Chapter 11 Petition filed September 24, 2007
         See http://bankrupt.com/misc/mdb07-19213.pdf

In Re Southern Ohio Oral & Facial Surgeons, Inc.
   Bankr. S.D. Ohio Case No. 07-57569
      Chapter 11 Petition filed September 24, 2007
         See http://bankrupt.com/misc/ohsb07-57569.pdf

In Re 1143 North California Illinois Limited Lic. Co.
   Bankr. N.D. Ill. Case No. 07-17350
      Chapter 11 Petition filed September 24, 2007
         Filed as Pro Se

In Re 54 Troy Street Buiding Company, L.L.C.
   Bankr. D. R.I. Case No. 07-11919
      Chapter 11 Petition filed September 24, 2007
         See http://bankrupt.com/misc/rib07-11919.pdf
  
                             *********

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 ***