TCR_Public/070928.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, September 28, 2007, Vol. 11, No. 230

                             Headlines

ADVANCED MARKETING: Court Approves Joint Disclosure Statement
AGILYSYS INC: Buys 4,653,287 Shares for $86.1 Million
ALLIANT TECHSYSTEMS: 3.0% and 2.75% Notes are Now Convertible
ALLIANT TECHSYSTEMS: Moody's Revises Rating Outlook to Negative
AMERICAN HOME: Can Sell Loan Servicing Rights in Freddie Mac

AMERICAN HOME: Ross Named Lead Bidder in Loan Business Sale
ARCHSTONE-SMITH: S&P Rates Proposed $5.1 Billion Facility at BB-
ARTESIAN WATER: Case Summary & 14 Largest Unsecured Creditors
ASSET SECURITIZATION: S&P Lifts Ratings on 4 Certificate Classes
BANK OF AMERICA: Stable Performance Cues Fitch to Hold Ratings

BARNERT HOSPITAL: Gets Interim Ok to Use Lender's Cash Collateral
BARNERT HOSPITAL: Taps McCarter & English as Bankruptcy Counsel
BEAR STEARNS: Fitch Holds 'B' Rating on $20MM Class LF Certs.
BEAR STEARNS: Fitch Holds Low-B Ratings on Six Cert. Classes
BEAR STEARNS: Limited Paydown Cues Fitch to Affirm Ratings

BEAR STEARNS: Moody's Junks Rating on $2.3 Mil. Class M Certs.
BEHEMOTH DOUGHNUT: Voluntary Chapter 11 Case Summary
BOMBAY COMPANY: Court Approves Haynes and Boone as Counsel
BOMBAY COMPANY: U.S. Trustee Appoints 7-Member Creditors Committee
BROADHOLLOW FUNDING: Moody's Cuts $138 Mil. Notes' Rating to B2

BRYAN ROAD: Case Summary & 20 Largest Unsecured Creditors
BUFFETS HOLDINGS: June 27 Balance Sheet Upside-Down by $188 Mil.
BUSH LEASING: Court Appoints William Brandt as Successor Trustee
CALPINE CORP: Gets Regulatory Nod to Build Calif. Energy Center
CANAVI LOG: Voluntary Chapter 11 Case Summary

CENTRAL CITY: Secured Creditor Selling Collateral on Oct. 12
CHASE FUNDING: Moody's Downgrades Rating on Class IB Loan to Ba3
CHESAPEAKE SHORES: Taps Morris James as Bankruptcy Counsel
CHESAPEAKE SHORES: Taps Duffy & Atkins as Bankruptcy Co-Counsel
CHESAPEAKE SHORES: Wants Paul Watson as Special Litigation Counsel

COMMERCIAL MORTGAGE: Moody's Holds Low-B Ratings on Four Certs.
CREDIT SUISSE: Fitch Holds Junk Rating on $19.2MM Class I Certs.
DELTA PETROLEUM: Inks $33MM Asset Exchange Deal w/ Teton Energy
DOMTAR CORP: Bond Exchange Cues S&P to Hold BB- Rating
DURA AUTOMOTIVE: Disclosure Statement Hearing Adjourned to Oct. 3

DUSTIN SHERWOOD: Case Summary & Six Largest Unsecured Creditors
ECHOSTAR COMMS: S&P Places BB- Rating Under Developing Watch
FIRST UNION: Moody's Junks Ratings on Three Certificate Classes
FR X OHMSTEDE: S&P Withdraws Ratings Upon EMCOR Deal Completion
FREEPORT-MCMORAN: Moody's Revises Outlook to Positive

FREMONT HOME: Monthly Net Losses Prompt S&P to Lower Ratings
FREMONT HOME: Moody's Cuts Class M-6 Certs.' Rating to Ba2
FURNITURE BRANDS: S&P Withdraws Ratings at Company's Request
GENERAL CABLE: Earns $62.9 Million in Quarter Ended June 29
GENERAL CABLE: Moody's Rates Proposed $400 Mil. Sr. Notes at B1

GENERAL CABLE: S&P Rates Proposed $400 Million Senior Notes at B+
GENERAL MOTORS: UAW Agreement Cues Fitch to Remove Neg. Watch
GLOBAL INDUSTRIAL: Bankruptcy Court Confirms Third Amended Plan
HEALTHSOUTH CORP: Paying $16.25/Share Dividend on October 15
HIGHWAY SOLUTIONS: Case Summary & 19 Largest Unsecured Creditors

HILLARD COLLINS: Case Summary & 15 Largest Unsecured Creditors
I-5 SOCIAL: Case Summary & 18 Largest Unsecured Creditors
INNOVATIVE DESIGNS: Lawyer Wants Involuntary Petition Dismissed
INTEGRAL FUNDING: S&P Puts Prelim. BB Rating on Class D Notes
IPALCO ENTERPRISES: S&P Revises Outlook to Stable from Positive

JA BRUNTON: Case Summary & Three Largest Unsecured Creditors
LIBERTY SERIES: Moody's Rates AUD8 Mil. Class D Notes at (P)Ba2
LKQ CORP: Moody's Places Corporate Family Rating at Ba3
LOEHMANN'S HOLDINGS: S&P Affirms Ratings and Revises Outlook
LONDON FOG: Unsecured Creditors to Get Up To 27% Under Plan

LONDON FOG: Disclosure Statement Hearing Scheduled on October 30
MARIE LOIZOU: Case Summary & 14 Largest Unsecured Creditors
MERITAGE MORTGAGE: Low Credit Levels Cue Moody's to Review Ratings
ML-CFC: Fitch Affirms B- Rating on $3 Million Class P Certs.
MORGAN STANLEY: Moody's Junks Rating on $8.6MM Class N Certs.

MOSAIC CO: Prepays $300 Million of Credit Facility
NASDAQ STOCK: Borse Dubai Raises Cash Offer for OMX AB
NEIMAN MARCUS: Posts $15.9 Million Net Loss in Qtr. Ended July 28
NEPHROS INC: Inks Deal Selling $12.7 Mil. of Series A 10% Notes
NEPHROS INC: William Fox Resigns as Executive Chairman & Director

NEW MOUNTAIN: FTC & DOJ Okays Early Termination of Waiting Period
NORTH AMERICAN: Bankruptcy Court Confirms Third Amended Plan
NOVASTAR MORTGAGE: High Delinquencies Cue S&P to Cut Ratings
NUTRITIONAL SOURCING: Gets Nod to Sell Stores for $139 Million
OCEAN BLUE: Case Summary & 20 Largest Unsecured Creditors

OCEAN WOOD: Case Summary & Largest Unsecured Creditor
OGLEBAY NORTON: Receives Cash Offers Higher than Harbinger's
OWNIT MORTGAGE: Plan Confirmation Hearing Scheduled on November 1
PAINE WEBBER: Moody's Lifts Class F Certificates' Rating to Ba2
PHELPS DODGE: Moody's Revises Outlook to Positive

PRAVINCHANDRA PATEL: Case Summary & 4 Largest Unsecured Creditors
QUAKER FABRIC: Court Approves Wilmer Cutler as Bankruptcy Counsel
QUAKER FABRIC: Court OKs Young Conaway as Bankruptcy Co-Counsel
QUEBECOR MEDIA: Moody's Rates $450 Million Senior Notes at B2
QUEBECOR MEDIA: S&P Rates Proposed $450 Mil. Senior Notes at B

RANGE RESOURCES: Prices $250 Mil. of 7.5% Senior Notes Offering
RYERSON INC: S&P Holds 'B+' Rating and Removes Negative Watch
SARIAN BOUMA: Case Summary & Six Largest Unsecured Creditors
SENTINEL MANAGEMENT: Trustee Blames Bankruptcy on Credit Woes
SOLOMON DWEK: Case Summary & 212 Largest Unsecured Creditors

STAR GAS: Moody's Lifts Corporate Family Rating to B3 from Caa1
SWANN LAND: Case Summary & 18 Largest Unsecured Creditors
TOYS "R" US: August 4 Balance Sheet Upside-Down by $710 Million
US AIRWAYS: Pilots Urge Management to Finalize Airline Merger
US AIRWAYS: Pilots Protest on Pay Discrimination

US AIRWAYS: Flight Attendants' Labor Issues Still Unresolved
USEC INC: S&P Junks Rating on $500MM Convertible Senior Notes
VITESSE SEMICONDUCTOR: Bondholders Okay Indenture Amendment

* Alvarez & Marsal Names Fred Matteson as Senior Director
* Joe Carson Named New Director in AlixPartners' Michigan Office
* New Directors Appointed in AlixPartners' London and NY Offices
* Leigh Ganchan Joins Haynes and Boone's Houston Office
* Dewey & LeBoeuf Begins Operations as Merged Firms on October 1

* BOOK REVIEW: Mergers and Acquisitions

                             *********

ADVANCED MARKETING: Court Approves Joint Disclosure Statement
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has approved the Disclosure Statement describing the Joint Plan
of Liquidation filed by Debtors Advanced Marketing Services Inc.,
Publishers Group Incorporated and Publishers Group West
Incorporated, along with the Official Committee of Unsecured
Creditors.

At the September 26, 2007 hearing, Judge Sontchi found that the
Disclosure Statement, as amended, contains "adequate information"
as required by Section 1125 of the Bankruptcy Code, Bloomberg
News reported.

Judge Sontchi said at the hearing that creditors whose debt is
not backed by collateral will be paid from $0.29 to $0.42,
according to Bloomberg.

Pursuant to the Court-approved Disclosure Statement, the
unsecured creditors, which are owed between $29,000,000 and
$36,000,000, and all others who receive only partial payment of
what they are owed, are allowed to vote on the Liquidating Plan
before the Court decides whether it should be confirmed.  In
addition, secured creditors, whose debts are guaranteed by
collateral, will be paid in full.  Unsecured creditors of PGW
will be paid in full on debts up to $11,000,000.

The funds to be used to pay AMS' debts will come from the sale of
most of the Debtor's assets to its competitor, Baker & Taylor,
Inc., according to Bloomberg.

Baker & Taylor agreed in March to buy the AMS assets for
$20,000,000 in cash, plus an amount to be based on the value of
the AMS debts and book inventory.  Baker & Taylor has paid
$57,800,000 under its original Asset Purchase Agreement with AMS.

The Debtors and the Committee also delivered at the September 26
hearing a copy of their Second Amended Plan of Liquidation and
accompanying Disclosure Statement to add specific provisions with
respect to the Reclamation Claims and the 20 Day Administrative
Claims filed against AMS, which are allowed as Administrative
Claims pursuant to Sections 502 and 503 of the Bankruptcy Code
and Rule 9019 of the Federal Rules of Bankruptcy Procedure.

A blacklined copy of the Second Amended Liquidating Plan is
available for free at http://researcharchives.com/t/s?23c4

A blacklined copy of the Second Amended Disclosure Statement is
available for free at http://researcharchives.com/t/s?23c5

The Second Amended Liquidating Plan provides that each of those
claims may be reduced dollar for dollar for returns of goods up
to a certain current amount reflecting the goods in possession of
the Debtors at or about the time of the report for each claim.

A schedule of the Reclamation Claims and their approved current
amounts is available at no charge at:

             http://researcharchives.com/t/s?23c6

Judge Sontchi has directed the creditors to submit their votes on
the Plan by November 6.

Creditors whose claims are being objected to are not eligible to
vote unless such objections are resolved in their favor or, the
claims are temporarily allowed by the Court for the purpose of
voting to accept or reject the Plan.

The Plan Proponents believe that the Liquidating Plan is in the
best interests of the creditors and is fair and equitable, and,
accordingly, are encouraging the creditors to vote in favor of
the Plan.

The Court will convene a hearing on November 15 to consider
confirmation of the Plan.

Curtis R. Smith, Chief Executive Officer of AMS, stated in Court
filings that upon entry of the Plan Confirmation Order, the cash
and assets of the Deferred Compensation Trust will be transferred
to Reorganized AMS and will become property of the AMS estate and
avaiable for distribution to holders of Allowed Unsecured Claims
against AMS.  Individuals who contributed to the Deferred
Compensation Plan will be treated as holders of Unsecured Claims
against AMS.

William C. Sinnott of Random House Inc., Chairman of the
Creditors Committee, added that on or before the Plan's
substantial consummation, the Plan Proponents may file with the
Court certain agreements or other documents as may be necessary
or appropriate to effectuate and further evidence the terms and
conditions of the Plan.

                     About Advanced Marketing

Based in San Diego, Calif., Advanced Marketing Services, Inc.
-- http://www.advmkt.com/-- provides customized merchandising,
wholesaling, distribution and publishing services, currently
primarily to the book industry.  The company has operations in the
U.S., Mexico, the United Kingdom and Australia and employs
approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group Incorporated
and Publishers Group West Incorporated filed for chapter 11
protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480
through 06-11482).  Suzzanne S. Uhland, Esq., Austin K. Barron,
Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers, LLP,
represent the Debtors as Lead Counsel.  Chun I. Jang, Esq., Mark
D. Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors as Local Counsel.
Lowenstein Sandler PC represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than $100 million.  

On Aug. 24, 2007, the Debtors and the Committee filed their joint
Plan and Disclosure Statement, which were twice amended in
September 2006.  The Court approved the Disclosure Statement
on Sept. 26, and scheduled the hearing to consider confirmation of
the Plan on Nov. 15, 2007.  (Advanced Marketing Bankruptcy News,
Issue No. 20; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


AGILYSYS INC: Buys 4,653,287 Shares for $86.1 Million
-----------------------------------------------------
Agilysys Inc. has accepted for purchase 4,653,287 shares at a
price of $18.50 per share, for a total cost of approximately
$86.1 million, excluding fees and expenses, based on the final
count by National City Bank, the depositary for the tender offer.

The company's "Dutch Auction" tender offer has expired at
5:00 p.m. Eastern Time on Sept. 19, 2007.
    
On Aug. 21, 2007, Agilysys commenced the tender offer to purchase
up to 6,000,000 common shares at a price not less than
$16.25 nor greater than $18.50 per share.  The shares being
repurchased represent approximately 78% of the total amount sought
in the tender offer, or approximately 15% of the company's common
shares outstanding as of Aug. 15, 2007.
    
Payment for the shares accepted for purchase under the tender
offer, and return of all other shares tendered and not purchased,
will be made promptly by the depositary.
    
The company is repurchasing the tendered shares using cash on
hand.  After the repurchase, Agilysys will have approximately
$170 million in cash on hand and $200 million available for
borrowings under its credit facility.  Management is confident
that the combination of existing cash on hand and the current
credit facility provides sufficient financial flexibility to fund
the company's growth strategy.

Agilysys has adopted a share repurchase program for the repurchase
of up to 2,000,000 of the company's shares and
has entered into a Rule 10b5-1 Plan to facilitate the repurchase
of shares under the repurchase program.  

                   About Agilysys Inc.

Based in Mayfield Heights, Ohio, Agilysys Inc. (Nasdaq: AGYS) --
http://www.agilysys.com/-- is one of the distributors and   
resellers of enterprise computer technology solutions.  The
company is delivering complex server and storage hardware,
software and services to resellers, large and medium-sized
corporate customers, well as public-sector clients across a
diverse set of industries.  In addition, the company provides
customer-centric software applications and services focused on the
retail and hospitality markets.  Agilysys has sales offices
throughout the United States and Canada.

                          *     *     *

Standard and Poor's placed Agilysys Inc.'s long term foreign and
local issuer credit ratings at "BB-" in October 2004.  The ratings
still hold to date.


ALLIANT TECHSYSTEMS: 3.0% and 2.75% Notes are Now Convertible
-------------------------------------------------------------
Alliant Techsystems Inc. disclosed that under the terms of the
indenture governing its 3.00% Convertible Senior Subordinated
Notes, $200 million aggregate principal amount, that mature on
August 15, 2024, the holders of the 3.00% Convertible Notes are
entitled to convert their notes if, during any fiscal quarter, the
last reported sale price of the company's common stock is greater
than or equal to 130% of the conversion price, or $103.68, for at
least 20 trading days in the period of 30 consecutive trading days
ending on the last trading day of the preceding fiscal quarter.  

This condition was satisfied on Sept. 17, 2007.

The conversion rate is 12.5392 shares of ATK common stock per
$1,000 principal amount of these notes (a conversion price of
$79.75).  Accordingly, the 3.00% Convertible Notes are now
convertible at any time at the option of the holder from Oct. 1,
2007 through December 30, 2007, and will remain convertible so
long as the company's stock price continues to meet the 130%-of-
conversion-price condition, as described above.  The indenture
requires the company to satisfy 100% of the principal amount of
these notes solely in cash, with any amounts above the principal
amount to be satisfied in cash, common stock, or a combination of
cash and common stock, at the sole election of the company.

Further, the company also said that under the terms of the
indenture governing its 2.75% Convertible Senior Subordinated
Notes, $280 million aggregate principal amount, that mature on
February 15, 2024, the holders of the 2.75% Convertible Notes are
entitled to convert their notes if, during any fiscal quarter, the
last reported sale price of the company's common stock is greater
than or equal to 130% of the conversion price, or $103.30, for at
least 20 trading days in the period of 30 consecutive trading days
ending on the last trading day of the preceding fiscal quarter.  

This condition was also satisfied on Sept. 17, 2007.

The conversion rate is 12.5843 shares of ATK common stock per
$1,000 principal amount of these notes (a conversion price of
$79.46).  Accordingly, the 2.75% Convertible Notes are now
convertible at any time at the option of the holder from Oct. 1,
2007 through December 30, 2007, and will remain convertible so
long as the company's stock price continues to meet the 130%-of-
conversion-price condition, as described above.  The indenture
requires the company to satisfy 100% of the principal amount of
these notes solely in cash, with any amounts above the principal
amount to be satisfied in cash, common stock, or a combination of
cash and common stock, at the sole election of the company.

As a result of the 3.00 % Convertible Notes and 2.75% Convertible
Notes becoming convertible, $480 million of long-term debt will be
reclassified to current liabilities on the consolidated balance
sheet for the quarter ending Sept. 30, 2007.

In the quarter ending Sept. 30, 2007, ATK will also write off
$5.6 million of unamortized debt issuance costs ($3.3 million
after-tax), which were previously being amortized through the
first call date of the underlying securities.  The non-cash write-
off of debt issuance costs represents approximately $.09 per
share, and was not previously contemplated in the company's
earnings per share guidance provided on Aug. 2, 2007.

The company's principal sources of liquidity continue to be cash
generated by operations and borrowings under its credit
facilities.  The company discloses that based on its current
financial condition, its management believes that cash generated
from operating activities, combined with the availability of
funding, if needed, under its revolving credit facilities, as well
as through future sources of funding, including accessing debt and
equity markets, will be adequate to fund its current and long-term
debt obligations, make capital expenditures, and fund future
growth at the company over the next 12 months.

Based in Edina, Minnesota, Alliant Techsystems Inc. (NYSE: ATK) --
http://www.atk.com/-- is a $4.0 billion advanced weapon and space  
systems company employing approximately 16,500 people in 21
states.


ALLIANT TECHSYSTEMS: Moody's Revises Rating Outlook to Negative
---------------------------------------------------------------
Moody's Investors Service lowered the ratings outlook of Alliant
Techsystems Inc. to negative from positive in response to the
company's announcement of a triggering event that may accelerate
the repayment of its convertible subordinated notes due 2024.  
ATK's operating performance, which has been robust and is expected
to continue strong in the current favorable market environment, is
not a primary concern to Moody's.

Instead, the risk posed to the company's capital structure and
liquidity profile by a potential cash call associated with these
convertibles are the primary factor behind the change in outlook.  
All of ATK's ratings, including its Ba3 Corporate Family Rating,
have been affirmed.

On Sept. 21, 2007, ATK announced that its stock price, as
calculated per terms of the indentures for the aggregate
$480 million of convertible subordinated notes due 2024, had
exceeded 130% of the prescribed conversion price, as of
Sept. 17, 2007.  As such, these notes are now convertible at any
time at the option of the holder from Oct. 1, 2007, through
Dec. 30, 2007, and will remain convertible thereafter as long as
ATK's stock price continues to meet the 130%-of-conversion-price
condition.

Moreover, the indentures stipulate that, if exercised, ATK must
pay 100% of the principal amounts presented to them in cash,
implying a potential call on cash starting Oct. 1, 2007 of up to
$480 million.  The premium of the put value over the principal
amount of the notes can be settled in cash or new shares.  Moody's
is concerned that ATK may not have immediate access to sufficient
liquidity in the event that the presentation for payment of all of
these notes outstanding is exercised by holders.

As of July 1, 2007, ATK reported about $315 million available
under its $500 million revolving credit facility, with minimal
cash on hand.  Moody's expects the company's liquidity condition
to be somewhat better as of the end of September, based on
expectations for robust positive free cash flow in a continued
strong operating environment.  In addition, ATK's revolving credit
agreement allows the company to request an additional $275 million
in borrowing.

However, no amounts of this accordion feature have yet been
committed by lenders, and, in Moody's opinion, the current
unstable conditions in the corporate credit markets add a degree
of uncertainty as to the availability of such incremental
borrowings under existing terms.  Moody's is therefore concerned
that ATK's current liquidity condition may not be adequate to
cover the potential presentation of all $480 million in
convertible subordinated notes by holders.

Going forward, Moody's will focus on the progress that the company
makes towards securing adequate liquidity sources, either through
increased cash balances or expanded capacity under a revolving
credit facility, to cover the put options outstanding.  
Stabilization of the Ba3 CFR will require that the company
restores its liquidity to conditions existing prior to the
triggering of the notes' put options.  If ATK's debt structure
were to change to address liquidity concerns or to cover the of
the convertible securities, notching of the senior secured credit
facility (Baa3) and subordinated notes (B1) may change under
Moody's Loss Given Default methodology for rating these
instruments, even if the Ba3 CFR were confirmed.

Outlook Actions:

Issuer: Alliant Techsystems Inc.

   -- Outlook, Changed To Negative From Positive

Headquartered in Edina, MN, Alliant Techsystems Inc. is the
leading supplier of propulsion, composite structures, munitions,
precision capabilities, and civil and sporting ammunition.


AMERICAN HOME: Can Sell Loan Servicing Rights in Freddie Mac
------------------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates
obtained the U.S. Bankruptcy Court for the District of Delaware's
approval of their stipulations with Bank of America, N.A., and
Federal Home Loan Mortgage Corporation, which would allow them to
sell their rights to service a portfolio of $797,000,000 in
Freddie Mac loans.

Before filing for bankruptcy, and at least through Aug. 1,
2007, the Debtors serviced a portfolio of mortgages owned by
Freddie Mac.  The Freddie Mac portfolio contains approximately
4,547 loans, with an aggregate unpaid balance of $796,782,744.

Certain of the Debtors and Bank of America, as administrative
agent, are parties to a Security and Collateral Agency Agreement,
dated Aug. 30, 2004, and a credit agreement dated Aug. 10, 2006,
pursuant to which the Debtors granted BofA a security interest in,
among other things, the right of the Debtors to service single-
family mortgages for Freddie Mac.

Pursuant to the Stipulations, the parties agree to (i) the interim
transfer of servicing of Freddie Mac's loans to BofA, and (ii) the
Debtors' sale of the servicing rights.

The Stipulations also resolve Freddie Mac's prior request for the
lifting of the automatic stay to allow it to pursue its lawsuit
against American Home Mortgage Corp. before the U.S. District
Court for the Northern District of Texas.  Freddie Mac had asked
the District Court to compel AHM to deliver the loan documents to
and refrain from taking any other action with respect to the
loans.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, told the Court that the Stipulations are in
the best interest of the Debtors, their estates and creditors, as
they clear an obstacle to the sale of the servicing of the Freddie
Mac loans by resolving the Debtors' disputes with Freddie Mac.

The Official Committee of Unsecured Creditors has acknowledged and
consented to the stipulations, allowing the Debtors to seek Court
approval of the agreements absent a hearing.

                      Interim Servicing Transfer

The salient terms of the Interim Servicing Stipulation are:

   -- The Debtors will transmit the electronic servicing files,
      as currently maintained in the their servicing system, to
      BofA by September 21, 2007.  Upon transfer of the files,
      the Debtors will have no liability with respect to the
      prospective usage of the data thereafter;

   -- The Debtors will turn over the imaged, microfiche, hard
      copies and any other form of the Freddie Mac Files in their
      physical possession in their existing format, to BofA by
      November 2, 2007, provided that the Debtors will make all
      available imaged documents available by September 30, and
      all available microfiche documents by October 11;

   -- BofA agrees to take possession of the Freddie Mac Files and
      to service the Freddie Mac Loans on an interim basis
      subject to a separate agreement between Freddie Mac and
      BofA, and pending that conduct, conclusion and closing of a
      sale of the right to service the Freddie Mac Files,
      pursuant to a separate stipulation between the Debtors and
      Freddie Mac;

   -- The Debtors agree to account for and turn over to BofA any
      payments received in connection with the Freddie Mac Loans
      on and subsequent to the loans' termination date on Aug. 1,
      2007, which have not previously been disbursed or turned
      over to Freddie Mac;

   -- Nothing in the Interim Servicing Stipulation will affect or
      reduce the rights of BofA, which are reserved, including
      its right to implement a servicing transfer with assumption
      of warranties.  The Debtors' rights are also reserved
      regarding the consideration arising on account of a
      Servicing Transfer with Assumption of Warranties;

   -- The Debtors agree to cooperate fully with Freddie Mac and
      BofA in effectuating the Interim Servicing Transfer to BofA
      by performing additional acts, including:

        (i) provision of written confirmation of final agreement
            on reconciliation of all principal and interest
            accounts and taxes and insurance accounts;

       (ii) execution of assignment to BofA of any loans not
            registered in Mortgage Electronic Registration
            System, and release of documents in recordable form
            for any non-MERS loans that have been paid off to
            date.  The Debtors will also execute a transfer of
            any loans on the MERS system to BofA; and

      (iii) forwarding to BofA of all recorded documents on the
            Freddie Mac Loans, which the  Debtors will receive or
            have received;

   -- Upon execution of the Interim Servicing Stipulation,
      Freddie Mac will reimburse the Debtors from the tax and
      insurance escrows for all amounts paid by the Debtors to
      borrowers as a return of their escrow balances, because the
      borrowers' loans were paid in full;

   -- The Debtors will provide Freddie Mac with a detailed list
      of all necessary tax and insurance payments, as the
      payments come due, and Freddie Mac will transfer to the
      Debtors from the T&I Escrows the applicable amounts needed
      to pay required real estate taxes, insurance and other
      applicable impound fund amounts on account of the loans
      covered by the T&I Escrows;

   -- Freddie Mac will assume all liabilities with respect to any
      loss incurred by the Debtors arising out of pecuniary
      losses of the borrowers of the Freddie Mac Loans serviced
      by the Debtors, as a result of Freddie Mac having swept the
      T&I Escrows and the Debtors' failure to make timely
      required real estate tax, insurance and other applicable
      impound fund payments; and

   -- Freddie Mac will reimburse the Debtors for all advances and
      fees incurred or made on behalf of the Freddie Mac Loans
      since the Petition Date.

                    Sale of Servicing Rights

The key terms of the Sale Stipulation are:

   -- The Debtors agree that to sell the Servicing through an
      auction sale conducted by a broker;

   -- The Debtors acknowledge and agree that Freddie Mac has a
      first priority right of payment from the proceeds generated
      by the Auction Sale.  The total amount of Freddie Mac's
      claims and Freddie Mac's servicing transfer costs to be
      deducted from the Servicing Transfer Proceeds are estimated
      as of September 20, 2007, to be $447,960, plus $2,056,296
      related to required repurchases;

   -- The Debtors acknowledge that the market value of the
      Servicing fluctuates and Freddie Mac does not represent,
      warrant or guaranty that there will be any surplus
      proceeds, following the Auction Sale and permanent
      servicing transfer;

   -- The Debtors acknowledge and agree that the transferee of
      the Servicing must meet the eligibility and performance
      requirements set forth in Freddie Mac Single Family
      Seller/Servicer Guide and the Acknowledgment Agreement;

   -- After receipt by Freddie Mac of the Servicing Transfer
      Proceeds, it will comply with the terms and provisions of
      Section 8(g) of the Acknowledgment Agreement;

   -- the Debtors and Freddie Mac acknowledge and agree that
      provided that (i) there is a Servicing Transfer With
      Assumption of Warranties, (ii) sufficient Servicing
      Transfer Proceeds are generated by the Auction Sale to pay
      Freddie Mac's Claims and Costs in full, and (iii) the
      disbursement of Surplus Proceeds due to BofA will be made
      to BofA, then Freddie Mac will not assert any additional
      claims or liabilities against the Debtors' estates, arising
      out of or related to the Servicing's termination; and

   -- Upon the Auction Sale's closing, Freddie Mac and the
      Debtors release each other and their employees and
      shareholders, from all claims and causes of action against
      the other, related to the Agreements.

                  About American Home Mortgage

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

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP 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.  (American Home Bankruptcy
News, Issue No. 8, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Ross Named Lead Bidder in Loan Business Sale
-----------------------------------------------------------
American Home Mortgage Investment Corp., American Home Mortgage
Corp., American Home Mortgage Servicing Inc., and AHM Acquisition  
Co., Inc., have selected Wilbur L. Ross Jr.'s American Home
Mortgage Acquisition Co., Inc., as stalking horse bidder for their
loan servicing business.

Pursuant to an Asset Purchase Agreement between the Debtors and
AHM Acquisition, an entity formed by Mr. Ross to buy the Debtors'
servicing business, AHM Acquisition will buy the Servicing
Business, for a purchase price expected to be about $435,000,000,
subject to higher and better offers at an auction, should the
Debtors receive bids from additional parties by October 2.  

AHM Acquisition has agreed to deliver a $15,000,000 "good faith"
cash deposit to the Debtors' escrow agent.  AHM, however, will
recover the cash deposit, will be reimbursed for expenses, and
receive a $5,000,000 if the Debtors close the sale with another
party.

The Debtors hope that entering into an APA with AHM Acquisition,
at the expense of guaranteeing it a break-up fee, which is
approximately 1% of the expected purchase price, and reimbursement
of expenses of up to $2,000,000, will help generate interest in
the Servicing Business.

The salient terms of the Asset Purchase Agreement, include:

   -- the purchase price for the Servicing Business, subject to
      certain adjustment, is equal to:

      * $6,000,000;

      * an Initial Closing Servicing Balance Price; and

      * 92% of the Advance Amount, which is the amount of
        outstanding advances, which have been paid out by the
        Sellers and not yet collected from third parties, as of
        day prior to initial closing date, which is anticipated
        to take place on October 31, 2007;

   -- the bid deadline is on October 2, 2007, at 4:00 p.m.  If
      additional bids will be received, an auction will be held
      on October 5 at 10:00 a.m.;

   -- AHM Acquisition is not yet licensed to own the Debtors'
      servicing business, and as a result, the sale will be
      closed in two steps.  At the initial closing, anticipated
      to take place on or about October 31, 2007, AHM Acquisition      
      will pay the Purchase Price.  Once AHM Acquisition has
      completed its licensing process, the parties will then
      consummate the sale at the final closing.  During the
      interim period, the Debtors will operate the servicing
      business in the ordinary course of business;

   -- on the final closing, AHM Acquisition will acquire from the
      Debtors, free and clear of all claims and interests other
      than certain assumed liabilities and permitted liens,
      all of the Debtors' right, title and interest in assets and
      properties related to the Servicing Business.  The most
      valuable of the Purchased Assets are the Debtors' rights to
      service residential mortgage loans, and specifically
      excluded from the Purchased Assets are any avoidance
      actions arising under Chapter 5 of the Bankruptcy Code;

   -- AHM Acquisition has not agreed to assume any liabilities of
      the Sellers, other than:

      * obligations arising under the Servicing Agreements and
        other contracts, which it is acquiring;

      * liabilities for losses incurred by the Servicing Business
        after initial closing and through the final closing; and

      * certain other liabilities specifically scheduled in the
        APA;

   -- a Sale hearing will be held on October 9, 2007, at
      2:30 p.m.

A copy of the Asset Purchase Agreement is available at no charge
at http://researcharchives.com/t/s?23bf

The Sellers have agreed that the break-up fee of $5,000,000 and
the expense reimbursement will have superpriority administrative
expense claim status pursuant to Sections 105(a), 503(b)(1)(A)
and 507(a)(1) of the Bankruptcy Code, with priority over all
other administrative expenses, other than claims arising under
the DIP Facilities.

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

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP 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.  (American Home Bankruptcy
News, Issue No. 8, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ARCHSTONE-SMITH: S&P Rates Proposed $5.1 Billion Facility at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services stated that its ratings on
Archstone-Smith Trust and its operating subsidiary, Archstone-
Smith Operating Trust, remain on CreditWatch with negative
implications, where they were placed May 30, 2007.

The CreditWatch placements followed the company's announcement
that it had entered into a definitive merger agreement to be
acquired by a partnership sponsored by Tishman Speyer Real Estate
Venture VII L.P. (not rated) and Lehman Bros. Holdings Inc.
(A+/Stable/--), collectively "the partnership," for about
$23.3 billion.  

In addition, Standard & Poor's assigned a 'BB-' rating with a
recovery rating of '4' to Archstone-Smith Operating Trust's
proposed $5.1 billion secured credit facility, which includes a
$2.4 billion term loan A, a $1.98 billion term loan B, and a $750
million revolver.  The rating is based on the current structure.
     
If the transaction closes as proposed (on or before Oct. 5, 2007),
Standard & Poor's expects to lower its corporate credit rating on
Archstone-Smith Operating Trust to 'BB-' from 'BBB+' and withdraw
its ratings on the existing rated securities once they are
refinanced.  The prospective corporate downgrade to 'BB-' reflects
the more aggressive financial profile that will result from this
go-private transaction.  The pro forma capital structure will be
more highly leveraged and secured, with debt protection measures
that are very weak for the prospective rating.

Furthermore, development will play a greater role in the company's
growth.  The weaker financial profile is partly offset by the good
quality and above average historical operating performance of
Archstone's portfolio, as well as the fact that the Archstone
management team is expected to remain in place to manage the
platform.
     
The corporate credit, senior unsecured, and preferred stock
ratings on Archstone will remain on CreditWatch negative until the
merger is completed.  S&P did not place its rating on the $575
million of 4% exchangeable senior notes on CreditWatch due to the
change-of-control covenant that gives holders the option to put
the bonds to the company upon a change of control in
exchange for 100% of principal and unpaid interest.


ARTESIAN WATER: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Artesian Water Wells, Inc.
        11412 Gordon Road
        Fredericksburg, VA 22407-1726

Bankruptcy Case No.: 07-33526

Type of business: The Debtor provides water well drilling
                  services.

Chapter 11 Petition Date: September 25, 2007

Court: Eastern District of Virginia (Richmond)

Judge: Kevin R. Huennekens

Debtor's Counsel: Robert Easterling, Esq.
                  2217 Princess Anne Street, Suite 100-2
                  Frederickburg, VA 22401
                  Tel: (540) 373-5030

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 14 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
D.S.I.                         Trade debt                $366,670
P.O. Box 403538
Atlanta, GA 30384-3538

Vamac Inc.                     Trade debt                $366,050
P.O. Box 11225
Richmond, VA 23230-0000

Ford Credit                    Promissory notes           $33,338
P.O. Box 105697                value of security:
Atlanta, GA 30358-5697         $91,115

Bank of America                Credit card                $31,375
Business Card

American Express Gold Delta    Credit card                $21,845
Skymiles

Verizon Dir Corp-Idearc Media  Advertising                $17,979

Luck Stone Corporation         Trade debt                 $13,944

S.M.A. Holding, L.L.C.         Loan                       $12,600

American Express               Credit card                 $6,905

Emergency Tire Service, Inc.   Trade debt                  $4,108

James River Equipment, Inc.    Trade debt                  $3,928

Case Credit Advantage          Trade debt                  $2,885

Bowlling, Franklin & Co.,      Accounting services         $2,619
L.P.

Home Depot Credit Services     Open account                $2,077


ASSET SECURITIZATION: S&P Lifts Ratings on 4 Certificate Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of Asset Securitization Corp.'s commercial mortgage pass-
through certificates from series 1996-D2.

The raised ratings reflect credit enhancement levels that provide
adequate support through various stress scenarios.

As of Sept. 14, 2007, the collateral pool consisted of 32 assets
with an aggregate balance of $167.1 million, down from 124 assets
with a balance of $879.6 million at issuance.  Excluding the
defeased collateral ($8.9 million, 5%), the master servicers,
Pacific Life Insurance Co. and CWCapital Asset Management LLC,
reported financial information for 92%
of the pool.  Sixty-eight percent of the servicer-reported
information was full-year 2006 financial data.  

Based on this information, Standard & Poor's calculated a weighted
average debt service coverage of 1.59x for the pool, down from
1.62x at issuance.  All of the loans in the pool are current, and
no loans are with the special servicer.  The trust has experienced
18 losses totaling $70.8 million to date, resulting in principal
losses for seven of the subordinate classes, six of which have
lost 100% of their balances.
     
The top 10 loan exposures have an aggregate outstanding balance of
$118 million (69%).  The weighted average DSC for the top 10 loan
exposures was 1.57x based on year-end 2006 information.  The top
10 loan exposures contain significant lodging (52%) and health
care (28%) exposure.  Three of the top 10 loans, totaling $32.4
million, have anticipated repayment dates within the next six
months, while two of the top 10 loans have DSCs below 1.10x and
are discussed below.  Standard & Poor's reviewed property
inspections provided by Pacific Life and CWCapital for all of the
assets underlying the top 10 loan exposures, and all were
characterized as "good," except for one that was characterized as
"fair."
     
The master servicers are not required to maintain a watchlist for
this transaction.  Details of the two top 10 loans that reported
DSCs below 1.10x are:

     -- The American Lodging portfolio is the largest loan in
        the pool, with an outstanding principal balance of
        $15.5 million (9%).  The loan is secured by six lodging
        properties with an average built date of 1975 in
        tertiary locations throughout Missouri, Kansas,
        Colorado, Iowa, and Indiana.  For the five months ended
        May 31, 2007, the DSC was 0.28x, down from 0.65x at
        year-end 2006 and 1.61x at issuance.  The combined
        occupancy as of May 31, 2007, was 59%.

     -- The sixth-largest loan ($10.1 million, 6%), Woodfin
        Suites, is secured by a 203-room hotel built 1988 in
        Rockville, Maryland.  The DSC and occupancy as of year-
        end 2006 were 0.98x and 58%, respectively, down from
        1.52x and 76% at issuance.  The low DSC is due to the
        low occupancy and increased operating expenses.

The property type breakdown for the remaining loans is: lodging
(51%), health care (24%), manufactured housing (21%), and
multifamily (3%).
     
Standard & Poor's stressed various loans in its analysis, paying
closer attention to those loans with credit issues.  Loans with
potential credit issues included those with near-term anticipated
repayment dates or potential maturity default risks.  The
resultant credit enhancement levels adequately support the
upgrades.


                         Ratings Raised
   
                    Asset Securitization Corp.
         Commercial mortgage pass-through certificates
                         series 1996-D2

                      Rating
                      ------
         Class     To        From    Credit enhancement
         -----     --        ----     ----------------
         A-2       AAA       AA+           70.88%
         A-3       A+        A             39.29%
         A-4       BB        B+            18.24%
         B-1A      B-        CCC+          13.20%


BANK OF AMERICA: Stable Performance Cues Fitch to Hold Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed these ratings on Bank of America
Commercial Mortgage Inc.'s commercial mortgage pass-through
certificates, series 2002-2:

  -- $273 million class A-2 at 'AAA';
  -- $975.2 million class A-3 at 'AAA';
  -- $1.6 billion class XC at 'AAA';
  -- $1.2 billion class XP at 'AAA';
  -- $64.7 million class B at 'AAA'';
  -- $17.2 million class C at 'AAA';
  -- $12.9 million class D at 'AAA';
  -- $17.2 million class E at 'AAA';
  -- $21.6 million class F at 'AAA';
  -- $21.6 million class G at 'AAA';
  -- $19.4 million class H at 'AA';
  -- $21.6 million class J at 'A+';
  -- $36.6 million class K at 'BBB+';
  -- $12.9 million class L at 'BBB';
  -- $12.9 million class M at 'BB+';
  -- $16.9 million class N at 'BB-';
  -- $6.8 million class O at 'B'.

Class A-1 has paid in full.  The $34.8 million class P is not
rated by Fitch.

The affirmations reflect stable performance.  Thirteen loans (12%)
have defeased since Fitch's last rating action.  In total, 48
loans (44%) have defeased, including the Bank of America Plaza
(8.6%) and Centre at Preston Ridge (4.2%), both credit assessed
loans.  As of the September 2007 distribution date, the pool has
paid down 9.1% to $1.57 billion from
$1.72 billion at issuance.

There are currently three loans in special servicing (0.9%); the
properties are located in the Gulf Coast Region with a related
borrower.  The loans transferred to the special servicer after the
borrower refused to reimburse the master servicer for the force
placed windstorm insurance policy on the properties.  The trust is
currently in litigation regarding the dispute and a trial is
scheduled for December 2007.

Fitch reviewed the transaction's one non-defeased credit assessed
loan, the Crabtree Valley Mall, (10.1%) a 998,486 square foot
retail property located in Raleigh, North Carolina.  The loan
maintains its investment grade credit assessment based on stable
performance.  Occupancy as of August 2007 was 93%.


BARNERT HOSPITAL: Gets Interim Ok to Use Lender's Cash Collateral
-----------------------------------------------------------------
The Honorable Judge Morris Stern of the U.S. Bankruptcy Court for
the District of New Jersey gave Barnert Hospital interim
permission to use cash collateral securing New Jersey Health Care
Facilities Financing Authority.

The Debtor relates to the Court that its business is dependent
upon its ability to use cash collateral since it is without
sufficient funds to continue operations.

The Debtor entered into a loan agreement with the Authority dated
as of Jan. 1, 1999.  In connection with the 1999 financing, the
Debtor executed a mortgage note dated Jan. 28, 1999 to the
Authority in the principal amount of $34,876,000 bearing an
interest at 3.78%.  A debt reserve fund was established and can be
applied against the Debtor's obligation to prevent a payment
default.  As of the bankruptcy filing, there is about $2.1 million
in the debt reserve fund.

The Authority has liens and security interests upon the Debtor's
building materials, equipment, furniture, furnishings, accounts
receivable or other property installed or to be installed upon the
lands held as security for the loan.

                      About Barnert Hospital

Nathan and Miriam Barnert Memorial Hospital Association, dba
Barnert Hospital, owns and operates a 256 bed general acute care
community hospital located at 680 Broadway in Paterson, New
Jersey.  The company filed for chapter 11 protection on Aug. 15,
2007 (Bankr. D. N.J. Case No. 07-21631).  David J. Adler, Esq., at
McCarter & English, LLP, represents the Debtor.  When the Debtor
filed for protection from its creditors, it listed estimated
assets and debts between $1 million and $100 million.


BARNERT HOSPITAL: Taps McCarter & English as Bankruptcy Counsel
---------------------------------------------------------------
Nathan and Miriam Barnert Memorial Hospital Association seeks
authority from the U.S. Bankruptcy Court for the District of New
Jersey to employ McCarter & English LLP as its bankruptcy counsel.

Mcarter & English will:

   a) advise the Debtor with respect to its powers and duties as
      debtor and debtor-in-possession in the continued management
      and operation of its business and property;

   b) attend meetings and negotiating with representatives of
      creditors and other parties in interest and advising and
      consulting on the conduct of the case, including all of the
      legal and administrative requirements of operating in
      chapter 11;

   c) take all necessary action to protect and preserve the
      Debtor's estates, including the prosecution of actions on
      behalf of the Debtor's estate, the defense of actions
      commenced against the estate, negotiations concerning
      litigation in which the Debtor may be involved and
      objections to claims filed against the estate;

   d) prepare, on behalf of the Debtor, motions, applications,
      answers, orders, reports and papers necessary to the
      administration of the estate;

   e) prepare and negotiate on the Debtor's behalf a plan of
      reorganization, disclosure statement and all related
      agreements and documents and taking any necessary action
      on behalf of the Debtor to obtain confirmation of such plan;

   f) perform other necessary legal services and provide other
      necessary legal advice to the Debtor in connection with this
      chapter 11 case; and

   g) appear before this Court, any appellate courts, and the
      U.S. Trustee and protecting the interests of the
      Debtor's estate before such court and the U.S.
      Trustee.

Joseph Lubertazzi, Jr., Esq., a member at McCarter & English,
tells the Court that the firm's professionals bill:

      Designation                      Hourly Rate
      -----------                      -----------
      Partners                         $300 - $650
      Associates                       $210 - $350
      Legal Assistants                 $135 - $200

Mr. Lubertazzi assures the Court that the firm is "disinterested"
as that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

Mr. Lubertazzi can be contacted at:

      Joseph Lubertazzi, Jr., Esq.
      McCater & English, LLP
      Four Gateway Center
      100 Mulberry Street
      P.O. Box 652
      Newark, NJ 07102
      Tel: (973) 622-4444
      Fax: (973) 624-7070
      http://www.mccarter.com/

                     About Barnert Hospital

Nathan and Miriam Barnert Memorial Hospital Association, dba
Barnert Hospital, owns and operates a 256 bed general acute care
community hospital located at 680 Broadway in Paterson, New
Jersey.  The company filed for chapter 11 protection on
Aug. 15, 2007 (Bankr. D. N.J. Case No. 07-21631).  David J. Adler,
Esq., at McCarter & English, LLP, represents the Debtor.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts between $1 million and $100 million.


BEAR STEARNS: Fitch Holds 'B' Rating on $20MM Class LF Certs.
-------------------------------------------------------------
Fitch Ratings has affirmed these ratings of Bear Stearns
Commercial Mortgage Securities Trust, series 2005-TOP 20:

  -- $96.1 million class A-1 at 'AAA';
  -- $189.5 million class A-2 at 'AAA';
  -- $176 million class A-3 at 'AAA';
  -- $142.6 million class A-AB at 'AAA';
  -- $955 million class A-4A at 'AAA';
  -- $130.8 million class A-4B at 'AAA';
  -- $147.7 million class A-J at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $15.5 million class B at 'AA+';
  -- $20.7 million class C at 'AA';
  -- $15.5 million class D at 'AA-';
  -- $28.5 million class E at 'A';
  -- $18.1 million class F at 'A-';
  -- $18.1 million class G at 'BBB+';
  -- $23.3 million class H at 'BBB';
  -- $18.1 million class J at 'BBB-';
  -- $5.2 million class K at 'BB+';
  -- $7.8 million class L at 'BB';
  -- $7.8 million class M at 'BB-';
  -- $2.6 million class N at 'B+';
  -- $2.6 million class O at 'B';
  -- $5.2 million class P at 'B-';
  -- $20 million class LF at 'B'.

Fitch does not rate the $15.5 million class Q.

The rating affirmations reflect stable performance and minimal
paydown since issuance.  As of the September 2007 distribution
date, the pool's aggregate certificate balance has decreased 1.47%
to $2.06 billion from $2.09 billion at issuance.  There have been
no delinquent or specialty serviced loans since issuance.

Fitch considered the following fourteen loans investment grade
credit assessments at issuance: Lake Forest Mall (5.9%), West
Towne Mall (5.3%), East Towne Mall (3.8%), Park 'N Fly Atlanta
(2.3%), 1345 Avenue of the Americas (2.3%), 200 Madison Avenue
(2.2%), Depot Business Park (2%), Fifth & Pine (1.4%), 1301 West
Highlands Boulevard (0.9%), Park Avenue Plaza (0.9%), 2200 Harbor
Boulevard (0.6%), Pride Center (0.5%), Queens Boulevard Office
(0.4%), and Campus Edge Apartments Phase II (0.2%).

These loans maintain their investment grade credit assessments
based on stable performance and occupancy levels since issuance.  
Year end occupancy at Lake Forest Mall, West Towne Mall and East
Towne Mall were 96%, 99% and 99% respectively.


BEAR STEARNS: Fitch Holds Low-B Ratings on Six Cert. Classes
------------------------------------------------------------
Fitch Ratings has affirmed Bear Stearns Commercial Mortgage
Securities Trust 2004-PWR4 as:

  -- $68.5 million class A-1 at 'AAA';
  -- $106 million class A-2 at 'AAA';
  -- $630.9 million class A-3 at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $19.1 million class B at 'AA';
  -- $8.4 million class C at 'AA-';
  -- $14.3 million class D at 'A';
  -- $9.6 million class E at 'A-';
  -- $9.6 million class F at 'BBB+';
  -- $8.4 million class G at 'BBB';
  -- $10.7 million class H at 'BBB-';
  -- $3.6 million class J at 'BB+';
  -- $4.8 million class K at 'BB';
  -- $4.8 million class L at 'BB-';
  -- $2.4 million class M at 'B+';
  -- $2.4 million class N at 'B';
  -- $2.4 million class P at 'B-'.

Fitch does not rate the $10.7 million class Q.

The rating affirmations reflect the stable pool performance and
minimal paydown since issuance.  As of the September 2007
distribution date, the pool has paid down 4% to $916.4 million
from $954.9 million at issuance.

Currently there are two loans in specially servicing with Fitch
projected losses, which should be absorbed by the non-rated class
Q.  Both loans are over 90-day delinquent.  The first specially
serviced loan (0.6%) is secured by a 240-unit multifamily property
in Houston, TX, which was transferred due to payment default.

The second specially serviced loan (0.3%) is secured by a 31,955
square foot (sf) mixed-use property in Chicago, IL.  The loan was
transferred as a result of payment default.  The borrower filled
for Chapter 11 Bankruptcy protection due to lawsuits relating to
affiliated companies.

Fitch reviewed the transaction's two credit assessed loans: Shell
Plaza (14.4%) and GIC Office Portfolio (9.3%).  Both loans
maintain investment grade credit assessments due to their stable
performance.

Shell Plaza is secured by two office buildings in Houston, TX,
totaling 1.8 million sf.  The total debt consists of an A note, a
B note and a Mezzanine piece.  Only the A note is included in the
trust.  As of June 2007, the average occupancy remained strong at
96.5%, compared to 96.7% at issuance.

GIC Office Portfolio is secured by 12 office buildings located
across seven states, totaling 6.4 million sf.  Total debt consists
of six pari passu A notes, a $125 million B note, and a $75
million mezzanine piece.  Only the $85 million A-2C note is
included in the trust.  As of March 2007, the portfolio occupancy
rate improved to 94% from 93% at issuance.


BEAR STEARNS: Limited Paydown Cues Fitch to Affirm Ratings
----------------------------------------------------------
Fitch has affirmed Bear Stearns Commercial Mortgage Securities
Trust's commercial mortgage pass-through certificates, series
2006-PWR13, as:

  -- $122.3 million class A-1 at 'AAA';
  -- $60.9 million class A-2 at 'AAA';
  -- $138 million class A-3 at 'AAA';
  -- $136.1 million class A-AB at 'AAA';
  -- $1.2 billion class A-4 at 'AAA';
  -- $371 million class A-1A at 'AAA';
  -- $290.6 million class A-M at 'AAA';
  -- $232.5 million class A-J at 'AAA';
  -- Interest-only class X-1 at 'AAA';
  -- Interest-only class X-2 at 'AAA';
  -- $65.4 million class B at 'AA';
  -- $29.1 million class C at 'AA-';
  -- $40 million class D at 'A';
  -- $29.1 million class E at 'A-';
  -- $32.7 million class F at 'BBB+';
  -- $32.7 million class G at 'BBB';
  -- $29.1 million class H at 'BBB-';
  -- $18.2 million class J at 'BB+';
  -- $3.6 million class K at 'BB';
  -- $10.9 million class L at 'BB-';
  -- $7.3 million class M at 'B+';
  -- $7.3 million class N at 'B';
  -- $7.3 million class O at 'B-'.

Fitch does not rate class P.

The affirmations are due to the pool's stable performance and
limited paydown since issuance.  As of the September 2007
distribution date, the pool's aggregate principal balance has
decreased 0.72% to $2.89 billion from $2.91 billion at issuance.  
There have been no specially serviced loans since issuance.

There are five credit-assessed loans within the transaction: 300
North Meridian (0.95%), North Brunswick Manor (0.77%), Nohl Plaza
Orange County (0.31%), 1380 North Howard Street (0.26%), and
Westlake I & II (0.20%). Occupancy as of year end 2006 (YE 06) for
300 North Meridian, North Brunswick Manor, and Nohl Plaza Orange
County were 92%, 91%, and 98%, respectively, consistent with
issuance.  The remaining two credit assessed loans maintained 100%
occupancy as YE 06.  All five of the loans maintain investment
grade credit assessments.  Fitch reviewed YE 06 operating
statement analysis reports and other performance information
provided by the master servicers.


BEAR STEARNS: Moody's Junks Rating on $2.3 Mil. Class M Certs.
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of 13 classes of Bear Stearns Commercial
Mortgage Securities Trust 2001-TOP4, Commercial Mortgage Pass-
Through Certificates, Series 2001-TOP4 as:

   -- Class A-1, $117,794,042, affirmed at Aaa
   -- Class A-2, $60,000,000, affirmed at Aaa
   -- Class A-3, $320,234,000, affirmed at Aaa
   -- Class X-1, Notional, affirmed at Aaa
   -- Class X-2, Notional, affirmed at Aaa
   -- Class B, $24,819,000, affirmed at Aaa
   -- Class C, $24,819,000, upgraded to Aa2 from Aa3
   -- Class D, $9,025,000, upgraded to A1 from A2
   -- Class E, $20,307,000, upgraded to Baa1 from Baa2
   -- Class F, $9,025,000, affirmed at Baa3
   -- Class G, $9,025,000, affirmed at Ba1
   -- Class H, $9,025,000, affirmed at Ba2
   -- Class J, $6,769,000, affirmed at Ba3
   -- Class K, $4,513,000, affirmed at B1
   -- Class L, $4,512,000, affirmed at B3
   -- Class M, $2,257,000, affirmed at Caa1

As of the Sept. 17, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 30.1% to
$631.1 million from $902.5 million at securitization.  The
certificates are collateralized by 135 mortgage loans ranging in
size from less than 1% to 6.2% of the pool, with the top 10 loans
representing 31.2% of the pool.  Fifteen loans, representing 14.6%
of the pool, have defeased and have been replaced with U.S.
Government securities.  The pool includes two shadow rated loans,
representing 8.8% of the pool's outstanding balance.

Three loans have been liquidated from the pool, resulting in an
aggregate realized loss of about $70,000.  Currently there are no
loans in special servicing. Seventeen loans, representing 17.7% of
the pool, are on the master servicer's watchlist.

Moody's was provided with full-year 2006 operating results for
91.1% of the pool.  Moody's loan to value ratio for the conduit
component is 73.1%, compared to 75.9% at Moody's last full review
in August 2006 and compared to 76.4% at securitization. Moody's is
upgrading Classes C, D and E due to increased credit support and
stable overall pool performance.

The largest shadow rated loan is the Morris Corporate Center IV
Loan ($39.2 million -- 6.2%), which is secured by a 340,000 square
foot Class A office complex located in Parsippany, New Jersey.  
The property is 100% leased through January 2010 to Aventis
Pharmaceuticals Inc.  Aventis vacated the property prior to
securitization but has sublet about 80% of the premises to two
tenants which have options to lease the space once Aventis' lease
expires.  The loan is on the master servicer's watchlist due to
the dark tenant.  The loan sponsor is Lexington Corporate
Properties Trust, a publicly traded REIT, and the New York Common
Retirement Fund.  Moody's current shadow rating is Baa3, the same
as at last review.

The second shadow rated loan is the Tyson's Square Loan
($16.3 million - 2.4%), which is secured by a 167,000 square foot
retail power center located in Tyson's Corner, Virginia. The
property is 100% occupied, the same as at last review.  Major
tenants include Marshalls, Sports Authority and CompUSA.  Moody's
current shadow rating is Aa2 compared to Aa3 at last review.

The top three conduit loans represent 10% of the outstanding pool
balance.  The largest conduit loan is the Bridgewater Promenade
Loan ($29.1 million - 4.6%), which is secured by a 234,000 square
foot power center located in Bridgewater (Somerset County), New
Jersey.  The property has maintained 100% occupancy since
securitization.  Major tenants include Bed Bath & Beyond,
Babies"R"Us and Marshalls.  Moody's LTV is 88.3%, compared to
88.9% at last review.

The second largest conduit loan is the York Galleria Loan ($24.5
million - 3.6%), which is represents a 50% pari-passu interest in
a loan secured by a 769,000 square foot regional mall located in
York, Pennsylvania.  Anchors include Sears, J.C. Penney, Bon Ton
and Boscov's.  The in-line tenant space was 96% occupied as of
March 2007, compared to 100% at last review.  Moody's LTV is
78.1%, compared to 77.2% at last review.

The third largest conduit loan is the Metaldyne Portfolio Loan
($15.7 million - 2.5%), which is secured by five industrial
buildings totaling 534,000 square feet.  The properties are
located in Ohio (2), Illinois, Georgia and Michigan.  All of the
properties are 100% leased to Metaldyne Machining and Assembly
Company Inc. through 2021.  Moody's LTV is 72.9%, compared to
73.5% at last review.


BEHEMOTH DOUGHNUT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: The Behemoth Doughnut Corp.
        216 East 125th Street
        New York, NY

Bankruptcy Case No.: 07-13022

Chapter 11 Petition Date: September 26, 2007

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Gerard R. Luckman, Esq.
                  Silverman Perlstein & Acampora, LLP
                  100 Jericho Quadrangle, Suite 300
                  Jericho, NY 11753
                  Tel: (516) 479-6300
                  Fax: (516) 479-6301

Total Assets: $3,501,000

Total Debts:  $1,298,272

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


BOMBAY COMPANY: Court Approves Haynes and Boone as Counsel
----------------------------------------------------------
The Bombay Company, Inc. and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the Northern
District of Texas to employ Haynes and Boone, L.L.P. as their
bankruptcy counsel.

Haynes and Boone will:

   a. advise the Debtors of their rights, powers and duties as
      debtors-in-possession under the Bankruptcy Code;

   b. perform all legal services for and on behalf of the Debtors
      that may be necessary or appropriate in the administration
      of these bankruptcy cases and the Debtors' businesses;

   c. advise the Debtors concerning, and assisting in, the
      negotiation and documentation of financing agreements and
      debt restructurings;

   d. counsel the Debtors in connection with the formulation,
      negotiation, and consummation of a possible sale of the
      Debtors' or their assets;

   e. review the nature and validity of agreements relating to the
      Debtors' interests in real and personal property and
      advising the Debtors of their corresponding rights and
      obligations;

   f. advise the Debtors concerning preference, avoidance,
      recovery, or other actions that they may take to collect and
      to recover property for the benefit of the estates and their
      creditors, whether or not arising under Chapter 5 of the
      Bankruptcy Code;

   g. prepare on behalf of the Debtors all necessary and
      appropriate applications, motions, pleadings, draft orders,
      notices, schedules, and other documents and reviewing all
      financial and other reports to be filed in these bankruptcy
      cases;

   h. advise the Debtors concerning, and preparing responses to,
      applications, motions, complaints, pleadings, notices, and
      other papers that may be filed and served in these
      bankruptcy cases;

   i. counsel the Debtors in connection with the formulation,
      negotiation, and promulgation of a plan of reorganization
      and related documents or other liquidation of the estates;

   j. work with and coordinate efforts among other professionals
      to attempt to preclude any duplication of effort among those
      professionals and to guide their efforts in the overall
      framework of Debtors' reorganization or liquidation; and

   k. work with professionals retained by other parties in
      interest in this bankruptcy case to attempt to structure a
      consensual plan of reorganization, liquidation, or other
      resolution for Debtors.

The Debtors will pay the firm based on these rates:

       Professional               Status       Hourly Rate
       ------------               ------       -----------
       Robert D. Albergotti, Esq. Partner          $625
       John D. Penn, Esq.         Partner          $500
       Ian T. Peck, Esq.          Associate        $360
       Jason B. Binford, Esq.     Associate        $280
       Kim Morzak                 Paralegal        $195

The Debtors assure the Court that Haynes and Boone does not
represent or hold any interest adverse to the Debtors, their
estates, creditors, equity security holders, or affiliates.

The firm can be reached at:

             Robert Dew Albergotti, Esq.
             Haynes and Boone, L.L.P.
             901 Main Street, Suite 3100
             Dallas, TX 75202
             Tel: (214) 651-5000
             Fax: (214) 200-0350
             http://www.haynesboone.com/

Headquartered in Fort Worth, Texas, The Bombay Company, Inc., (OTC
Bulletin Board: BBAO) -- http://www.bombaycompany.com/-- designs,  
sources and markets a unique line of home accessories, wall decor
and furniture through 384 retail outlets and the Internet in the
U.S. and internationally.  The company and five of its debtor-
affiliates filed for Chapter 11 protection on Sept. 20, 2007
(Bankr. N.D. Tex. Lead Case No. 07-44084).  As of May 5, 2007, the
Debtors listed total assets of $239,400,000 and total debts of
$173,400,000.


BOMBAY COMPANY: U.S. Trustee Appoints 7-Member Creditors Committee
------------------------------------------------------------------
William T. Neary, the U.S. Trustee for Region 6, appointed seven
creditors to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of The Bombay Company, Inc. and its debtor-
affiliates.

The Committee members are:

   1. Eric C. Cotton
      Developers Diversified Reealty
      3300 Enterprise Parkway
      P.O. Box 228042
      Beachwood, OH 44122
      Tel: (216) 755-5500
      Fax: (216) 755-1500

   2. Wendy Finnegan
      Agent for Seko Worldwide, LLC
      Receivable Management Services
      307 International Circle, Suite 270
      Hunt Valley, MD 21030
      Tel: (410) 773-4088
      Fax: (410) 773-4057

   3. Ronald M. Tucker
      Simon Property Group, Inc.
      225 W. Washington Street
      Indianapolis, IN 46204
      Tel: (317) 263-2346
      Fax: (317) 263-7901

   4. Richard Pollock
      Pollock Paper Company
      1 Pollock Paper
      Grand Prairie, TX 75050
      Tel: (972) 337-3801
      Fax: (972) 263-5081

   5. Mike Mandell
      Ryder Logistics & Transportation Solutions Worldwide
      11690 NW 105 Street
      Miami, FL 33178-1103
      Tel: (305) 500-4417
      Fax: (305) 500-3336

   6. James W. Grudus
      AT&T Services, Inc. – Legal Dept.
      One AT&T Way, Room #A218
      Bedminster, NJ 07921
      Tel: (908) 234-3318
      Fax: (832) 213-0157

   7. Samuel B. Garber
      General Growth Properties, Inc.
      110 N. Wacker Drive
      Chicago, IL 60606
      Tel: (312) 960-5079
      Fax: (312) 442-6373

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

Headquartered in Fort Worth, Texas, The Bombay Company, Inc., (OTC
Bulletin Board: BBAO) -- http://www.bombaycompany.com/-- designs,  
sources and markets a unique line of home accessories, wall decor
and furniture through 384 retail outlets and the Internet in the
U.S. and internationally.  The company and five of its debtor-
affiliates filed for Chapter 11 protection on Sept. 20, 2007
(Bankr. N.D. Tex. Lead Case No. 07-44084).  As of May 5, 2007, the
Debtors listed total assets of $239,400,000 and total debts of
$173,400,000.


BROADHOLLOW FUNDING: Moody's Cuts $138 Mil. Notes' Rating to B2
---------------------------------------------------------------
Moody's downgraded the $138 million variable rate subordinated
notes issued by Broadhollow Funding LLC to B2 from Ba1. The notes
are also on watch for possible further downgrade.

The secured liquidity notes, a form of extendible asset-backed
commercial paper, issued by Broadhollow remain on watch for
possible downgrade.

The rating action is based primarily on the continued uncertainty
with respect to servicing or the disruptive effect of a transfer
of servicing, the risk that the number of delinquent mortgages may
further increase, and the uncertainty with respect to the price
delinquent mortgages will receive upon sale.  On Aug. 6, 2007, the
program sponsor, American Home Mortgage Investment Corp, filed for
bankruptcy under Chapter 11.

The collateral in the Broadhollow portfolio consists of Agency
conforming, jumbo and Alt-A mortgage loans of recent origination.


BRYAN ROAD: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Bryan Road, L.L.C.
        aka Dania Beach Boat Club
        90 North Bryan Road
        Dania, FL 33004

Bankruptcy Case No.: 07-17922

Type of business: The Debtor owns and operates a dry dock
                  condominium located in Dania Beach, Florida.  
                  See http://www.daniabeachboatclub.com/

Chapter 11 Petition Date: September 25, 2007

Court: Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: Andrew J. Nierenberg, Esq.
                  1500 San Remo Avenue, Suite 125
                  Coral Gables, FL 33146
                  Tel: (305) 667-4641

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
South Florida Tax Service                                $135,800
415 West Hallandale Beach
Boulevard
Hallandale Beach, FL 33009

Steelcore International                                   $68,894
Construction, Inc.
1835 East Hallandale
Beach Boulevard,
Suite 521
Hallandale Beach, FL 33009

Ford Credit-F350                                          $52,890
P.O. Box 105697
Atlanta, GA 30348-5607

Wiggins Lift Co., Inc.                                    $51,400

Sprinklematic                                             $47,988

Clear Channel Broadcasting,                               $40,600
Inc.

Granite State Advertising                                 $28,000

Baro Hardware                                             $25,860

International Marinas, L.C.                               $17,415

Done Right Engineering                                    $15,835

Johnson-Sherry Cabinetry, Inc.                            $12,111

Publi Signs                                               $11,294

Hartnett, Inc.                                            $10,004

Ehlert Publishing Group                                    $9,819

Florida Floats, Inc.                                       $9,135

Wave Magazine & Wave Kufe.com                              $8,994

Paula Hesch Designs                                        $8,539

James Crystal, Inc.                                        $8,278

Marine Storage Systems, Inc.                               $8,150

Kiss Country 99.9 W.K.I.S.                                 $8,000


BUFFETS HOLDINGS: June 27 Balance Sheet Upside-Down by $188 Mil.
----------------------------------------------------------------
Buffets Holdings Inc. reported financial results for the fourth
quarter and fiscal year ended June 27, 2007.

The company's consolidated balance sheet at June 27, 2007, showed
$952.3 million in total assets and $1.14 billion in total
liabilities, resulting in a $188.5 million total stockholders'
deficit.

The company's consolidated balance sheet at June 27, 2007, also
showed strained liquidity with $107.7 million in total currrent
assets available to pay $237.8 million in total current
liabilities.

Net loss for the fourth quarter of fiscal 2007 was $55.1 million,
as compared to a net loss of $2.7 million for the fourth quarter
of fiscal 2006.  

The increase in net loss was primarily attributable to a
$42.0 million tax valuation allowance recorded against Buffets
Holdings deferred tax assets, an increase in interest expense of
approximately $8.5 million, a $1.6 million litigation settlement
charge related to the estimated settlement of a class action
lawsuit, $3.9 million of merger integration costs related to the
merger with Ryan's Restaurant Group on Nov. 1, 2006, and higher
restaurant costs as a percentage of sales.

Buffets Holdings reported a 76.1% increase in total sales for the
fourth quarter ended June 27, 2007, as sales increased to
$383.3 million compared to $217.8 million for the comparable prior
year period, primarily due to the merger with Ryan's.

Buffets Holdings reported a 49.4% increase in total sales for the
fiscal year ended June 27, 2007, as sales increased to
$1.39 million compared to $928.6 million for the comparable prior
year period, also due to the merger with Ryan's.

Net loss for fiscal 2007 was $105.5 million, as compared to a net
loss of $4.8 million for fiscal 2006.  The increase in net loss
was primarily attributable to a $42.0 million tax valuation
allowance recorded against Buffets Holdings deferred tax assets,
increase in loss related to refinancing of $40.5 million, a
$2.5 million loss on the sale leaseback transactions, an increase
in interest expense of approximately $27.4 million, a $7.6 million
litigation settlement charge related to the estimated settlement
of a class action lawsuit, approximately $10.9 million of merger
integration costs related to the merger with Ryan's and higher
restaurant costs as a percentage of sales.

                     Discontinued Operations

In June 2007, the company made the decision to sell its Tahoe
Joe's Famous Steakhouse(R) restaurants.  The eleven restaurants in
the Tahoe Joe's Famous Steakhouse(R) Division are being actively
marketed to specific parties and management expects a sale to
occur within the next fiscal year.  

Full-text copies of the company's consolidated financial
statements for the quarter ended June 27, 2007, are available for
free at http://researcharchives.com/t/s?23ba

                      About Buffets Holdings

Headquartered in Eagan, Minnesota, Buffets Holdings Inc., the
holding company of Buffets Inc. -- http://www.buffet.com/-- which  
currently operates 644 restaurants in 39 states comprised of 633
buffet restaurants and eleven Tahoe Joe's Famous Steakhouse(R)
restaurants.  The buffet restaurants are principally operated
under the Old Country Buffet(R), HomeTown Buffet(R), Ryan's(R) and
Fire Mountain(R) brands.  Buffets also franchises seventeen buffet
restaurants in seven states.


BUSH LEASING: Court Appoints William Brandt as Successor Trustee
----------------------------------------------------------------
The Hon. Thomas F. Waldron of the U.S. Bankruptcy Court for the
Southern District of Ohio, Western Division, appointed William
Brandt as successor trustee in Bush Leasing Inc.'s creditors
trust, replacing Frederick R. Reed.

As Trustee, he will, prosecute, realize, dispose of, and
distribute assets of the creditors trust pursuant to the terms of
trust agreement define in the Debtor's confirmed second amended
plan of reorganization.

Mr. Brandt is the president and chief executive office of
Development Specialists Inc., whom Mr. Reed retained during his
term.

Bush Leasing Inc., a privately held commercial fleet leasing
company, filed for Chapter 11 bankruptcy protection in January
2000 after talks to amend terms of a $310 million secured debt
failed.

Bush Leasing was reported to have more than 1,000 creditors, the
largest of which, holding unsecured claims, include RPS Inc.,
Goodyear Tire & Rubber, Nissan Diesel America Inc., Western Ohio
Freightliner and Fleetmasters Inc.


CALPINE CORP: Gets Regulatory Nod to Build Calif. Energy Center
---------------------------------------------------------------
Calpine Corporation received final approval Wednesday from the
California Energy Commission to construct the 600-megawatt Russell
City Energy Center in Hayward, California.  Calpine expects to
begin construction of the new energy center in the spring of 2008
and operate the plant when it starts production in mid-2010.

Calpine's co-investor in Russell City is Stamford, Connecticut-
based GE Energy Financial Services, which acquired a 35% interest
in the plant from Calpine in September 2006.  As a result of a
competitive bidding process, Pacific Gas and Electric Company
selected Calpine to help strengthen Bay Area power reliability.  
PG&E will purchase the full output of the power plant under a ten-
year agreement.

"Calpine appreciates the dedication and hard work of the CEC
Commissioners and staff in helping to ensure that Bay Area homes
and residences will benefit from one of the nation's cleanest and
most fuel-efficient energy resources," Calpine Chief Executive
Officer Robert P. May stated.  "With the support of our co-
investor GE Energy Financial Services, the Russell City Energy
Center will be a reliable, cost-effective and environmentally
preferred source of electricity for our valued customer, PG&E.  
And as a low-carbon, natural gas energy resource, the new facility
will help California achieve its near- and longer-term air quality
goals."

Russell City will be the newest, state-of-the-art energy center to
be built in California.  Calpine designed the natural gas-fueled
facility using best available emissions controls and combined-
cycle technology -- the cleanest and most fuel efficient of its
kind in the industry.  These clean-energy technologies will make
Russell City 40% more fuel-efficient and will allow for a greater
than 90% reduction of emissions compared to the average U.S.
fossil-fueled power plant.

In addition to providing a clean, local source of electricity,
Russell City will be one of Hayward's largest users of recycled
water, helping the City to reduce its impact on sensitive San
Francisco Bay habitat.  Calpine will construct the plant at an
industrial site adjacent to Hayward's recycled water treatment
facility.  During peak construction, Russell City will create
approximately 650 union construction jobs.  A 25-member Calpine
operations staff will help ensure Russell City generates
electricity safely and reliably -- twenty-four hours a day, seven
days a week.

                     Calpine in California

Calpine Corporation has made an unprecedented investment in
California's energy infrastructure through the construction and
operation of the state's newest, cleanest, and most fuel-efficient
fleet of power plants.  The state's single largest producer of
power from renewable resources, Calpine was also the first company
to license and construct a major California power plant in more
than a decade and is responsible for the first baseload generation
built in the San Francisco Bay Area in more than 30 years.  Since
July 2001, Calpine has added more than 4,000 megawatts of new
capacity in California -- an accomplishment unmatched by any other
company in the energy industry.

                   About Calpine Corporation

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

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

On Sept. 25, 2007, the Court approved the adequacy of the Debtors'
Disclosure Statement explaining their plan.  The hearing to
consider confirmation of the Plan is set on Dec. 18, 2007.


CANAVI LOG: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Canavi Log Homes and Timber Products Inc.
        dba Canavi Inc.
        fdba Canavi Log Homes and Timber Products Inc.
        8500 Weyand Avenue
        Sacramento, CA 95866

Bankruptcy Case No.: 07-27867

Type of Business: The Debtor builds quality log homes.
                  See http://www.canavi.com/

Chapter 11 Petition Date: September 26, 2007

Court: Eastern District of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: Cindy Lee Hill, Esq.
                  5150 Sunrise Boulevard, Suite E-3
                  Fair Oaks, CA 95628
                  Tel: (916) 671-1144

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

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


CENTRAL CITY: Secured Creditor Selling Collateral on Oct. 12
------------------------------------------------------------
A public sale of Central City Development LLC's right, title
and interest in the membership interests (aggregating 100%) of
Central City Associates LLC will be held on Oct. 12, 2007,
1:00 p.m., at 1170 Peachtree Street NE in Atlanta, Georgia.

To participate in the auction, bids must accompany a $50,000
deposit.  

For more information, contact attorney for secured party:

   Erin Gannon Apstein Esq.
   Brown, Rudnick, Berlack, Israels LLP
   Tel: (617) 856-5156

Central City Associates LLC -- http://centralcitycondos.com/--  
is a Georgia limited liability company organized for the purpose
of acquiring, owning, constructing, operating, marketing and
selling the residential condominium development located at 384
Ralph McGill Boulevard, in Atlanta, Georgia, commonly known as
Central City.


CHASE FUNDING: Moody's Downgrades Rating on Class IB Loan to Ba3
----------------------------------------------------------------
Moody's Investors Service downgraded two tranches from Group I of
Chase Funding Trust, Series 2001-3.  The underlying collateral for
this pool consists of first-lien, fixed-rate, subprime residential
mortgage loans.  The loans were originated and are serviced by
Chase Manhattan Mortgage Corporation.

The certificates are being downgraded based upon the weaker than
anticipated performance of the mortgage collateral and the
resulting erosion of credit support.  Overcollateralization is
currently below its floor and pipeline losses could put pressure
on the most subordinate tranches.  Furthermore, existing credit
enhancement levels may be low given the current projected losses
on the underlying pool.

Complete rating actions are:

Downgrade:

Issuer: Chase Funding Trust, Series 2001-3

   -- Class IM-2, downgraded from A2 to Baa3
   -- Class IB, downgraded from Baa2 to Ba3


CHESAPEAKE SHORES: Taps Morris James as Bankruptcy Counsel
----------------------------------------------------------
Chesapeake Shores Development, Inc., ask the U.S. Bankruptcy Court
for the District of Delaware for permission to employ Morris
James, L.L.P. as its bankruptcy counsel, nunc pro tunc to the
bankruptcy filing.

Morris James will:

   a. provide legal advice with respect to the Debtor's powers and
      duties as debtor-in-possession in the continued operation of
      its business and management of its properties;

   b. assist in the preparation and pursuit of confirmation of a
      plan and approval of a disclosure statement;

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

   d. appear in Court to protect the interests of the Debtor
      before the Court; and

   e. perform all other legal services for the Debtor which may be
      necessary and proper in the proceedings.

Documents submitted to the Court do not disclose the compensation
rates for Morris James.  However, the firm intends to apply to the
Court for allowance of compensation.

The Debtor paid Morris James a $12,500 retainer on Sept. 11, 2007.  
On September 18, Morris James drew $9,032 from the retainer to
cover fees and expenses during September 11 to 18.  The remainder
of the retainer, which is $3,468 is held by Morris James to
satisfy post-petition fees and expenses.

To the best of the Debtor's knowledge, Morris James is a
"disinterested person" as that phrase is defined in Section
101(14) of the Bankruptcy Code.

The firm can be reached at:

             Brett Fallon, Esq.
             Rafael Xavier Zahralddin-Aravena, Esq.
             Morris James, L.L.P.
             500 Delaware Avenue, Suite 1500
             P.O. Box 2306
             Wilmington, DE 19899-2306
             Tel: (302) 888-6947 or (302) 888-6888
             Fax: (302) 571-1750
             http://www.morrisjames.com/

Washington-based Chesapeake Shores Development, Inc. filed for
Chapter 11 bankruptcy protection on Sept. 19, 2007 (Bankr. D. Del.
Case No. 07-11354).  When the Debtor filed for bankruptcy, it
listed estimated assets and liabilities between $1 million and  
$100 million.


CHESAPEAKE SHORES: Taps Duffy & Atkins as Bankruptcy Co-Counsel
---------------------------------------------------------------
Chesapeake Shores Development, Inc. ask the U.S. Bankruptcy Court
for the District of Delaware for authority to employ Duffy &
Atkins LLP as its bankruptcy co-counsel.

Duffy & Atkins will:

   a. advise the Debtor with respect to its powers and duties as
      debtor-in-possession in the continued management and
      operation of its business;

   b. take all necessary action to protect and preserve the estate
      of the Debtor, including the prosecution of actions on the
      Debtor's behalf, the defense of any actions commenced
      against the Debtor, the negotiation of disputes in which the
      Debtor is involved, and the preparation of objections to
      claims against the Debtor's estate;

   c. prepare on behalf of the Debtor all necessary motions,
      applications, answers, orders, reports, and other papers in
      connection with the administration of the Debtor's estate;

   d. negotiate and prepare on behalf of the Debtor a plan of
      reorganization, a disclosure statement, and all related
      documents;

   e. negotiate and prepare documents relating to the disposition
      of assets, as requested by the Debtor;

   f. advise the Debtor, where appropriate, with respect to
      federal and state regulatory matters;

   g. advise the Debtor on finance and finance-related matters and
      transactions and matters relating to the sale of the
      Debtor's assets; and

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

Documents submitted to the Court do not disclose the compensation
rates for Duffy & Atkins.  However, the firm intends to apply to
the Court for allowance of compensation.

The Debtor paid Duffy & Atkins $12,500 retainer on Sept. 11, 2007.  
On September 18, the firm drew $7,745 from the retainer to cover
fees and expenses from September 10 through the bankruptcy filing.   
The remainder of the retainer, which is $4,765 is held by Duffy &
Atkins to satisfy post-petition fees and expenses.

To the best of the Debtor's knowledge, Duffy & Atkins does not
hold or represent any interest adverse to the Debtor's estate.

The firm can be reached at:

             Todd E. Duffy, Esq.
             James E. Atkins, Esq.
             Duffy & Atkins LLP
             Seven Penn Plaza, Suite 420
             New York, NY 10001
             Tel: (212) 268-2685
             Fax: (212) 500-7972
             http://duffyandatkins.com/

Washington-based Chesapeake Shores Development, Inc. filed for
Chapter 11 bankruptcy protection on Sept. 19, 2007 (Bankr. D. Del.
Case No. 07-11354).  When the Debtor filed for bankruptcy, it
listed estimated assets and liabilities between $1 million and  
$100 million.


CHESAPEAKE SHORES: Wants Paul Watson as Special Litigation Counsel
------------------------------------------------------------------
Chesapeake Shores Development, Inc. ask the U.S. Bankruptcy Court
for the District of Delaware for authority to hire Paul G. Watson
IV, P.C. as its special litigation counsel.

The Debtor wants Watson to continue to defend the Debtor in a
State Court Action suit dated June 6, 2005, by Robert and
Geraldine Guyon in the Circuit Court of the Commonwealth of
Virginia captioned "Robert J. Guyon and Geraldine S. Guyon,
Plaintiffs, v. Anthony Basso, Individually, Anthony Basso,
President and Sole Representative of the Debtor".

Specifically, Watson will:

   a. conduct discovery and review materials produced as a result
      of discovery;

   b. prepare and respond to motions;

   c. represent the interests of the Debtor in court appearances
      or at depositions;

   d. interview witnesses in preparation for trial and conduct
      trial; and

   e. perform other legal services for the Debtor as may be
      necessary and appropriate.

The Debtor will pay Watson $180 per hour and reimbursed for
reasonable expenses.

To the best of the Debtor's knowledge, Watson neither holds nor
represents any interest adverse to the Debtor or its estate.

The firm can be reached at:

             Paul G. Watson IV P.C.
             5224 Willow Oak Road
             P.O. Box 600
             Eastville, VA 23347  
             Tel: (757) 678-0044
             Fax: (757) 678-9031
             http://www.pwatsonlaw.com/

Washington-based Chesapeake Shores Development, Inc. filed for
Chapter 11 bankruptcy protection on Sept. 19, 2007 (Bankr. D. Del.
Case No. 07-11354).  When the Debtor filed for bankruptcy, it
listed estimated assets and liabilities between $1 million and  
$100 million.


COMMERCIAL MORTGAGE: Moody's Holds Low-B Ratings on Four Certs.
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of 12 classes of Commercial Mortgage
Asset Trust, Commercial Mortgage Pass-Through Certificates, Series
1999-C2 as:

   -- Class A-2, $309,285,906, affirmed at Aaa
   -- Class A-3, $108,770,000, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $38,759,000, affirmed at Aaa
   -- Class C, $38,759,000, affirmed at Aaa
   -- Class D, $11,627,000, affirmed at Aaa
   -- Class E, $29,069,000, upgraded to Aa1 from Aa3
   -- Class F, $15,503,000, upgraded to A1 from A2
   -- Class G, $15,503,000, upgraded to Baa1 from Baa2
   -- Class H, $15,503,000, affirmed at Ba1
   -- Class J, $7,751,000, affirmed at Ba2
   -- Class K, $11,627,000, affirmed at Ba3
   -- Class L, $7,751,000, affirmed at B1
   -- Class M, $7,751,000, affirmed at Caa1
   -- Class N, $5,813,000, affirmed Ca

As of the Sept. 17 2007 distribution date, the transaction's
aggregate principal balance has decreased by about 19.4% to $629.4
million from $775.2 million at securitization.  The certificates
are collateralized by 72 loans ranging in size from less than 1%
to 6.5% of the pool, with the top ten loans representing 49.3% of
the pool.  The pool includes a credit tenant lease component,
which represents 12.7% of the pool.

Thirty-nine loans, representing 49.1% of the pool, have defeased
and have been replaced with U.S. Government securities.  Four
loans have been liquidated from the pool resulting in an aggregate
realized loss of about $14 million. One loan, representing 1.9% of
the pool, is in special servicing.  Moody's is not estimating any
losses from this loan at the present time.  Eight loans,
representing 15.7% of the pool, are on the master servicer's
watchlist.

Moody's was provided with year-end 2006 operating results for
78.3% of the non-defeased loans in the pool.  Moody's weighted
average loan to value ratio for the conduit component is 78.6%,
compared to 79.9% at Moody's last full review in May 2006 and
compared to 85.7% at securitization.  The upgrade of Classes E, F
and G is due to an increased percentage of defeased loans, stable
overall pool performance and increased credit support.

The top three conduit loans represent 17.4% of the outstanding
pool balance.  The largest loan is the 208 South LaSalle Street
Loan ($39.4 million -- 6.5%), which is secured by a 853,000 square
foot Class B office building located in downtown Chicago,
Illinois.  As of April 2007, the property was 49% occupied
compared to 55% at last review and compared to 95% at
securitization.  A major cause of the occupancy decline since
securitization is ABN AMRO vacating 29% of the building at its
lease expiration in December 2005.  In addition, Chicago office
market conditions have weakened since securitization.  Moody's LTV
is 93.5% compared to 80.1% at last review and compared to 81.4% at
securitization.

The second largest loan is the Westin Denver Tabor Center Loan
($38.9 million -- 6.3%), which is secured by a 430-room full-
service hotel located in downtown Denver, Colorado.  The hotel is
part of an upscale mixed-use complex that includes a 570,000
square foot office building and an urban mall.  The hotel's
performance has improved since Moody's last review.  RevPAR for
the twelve month period ending Dec. 31, 2006 was $124.29, compared
to $117.70 for 2005 and compared to $113.50 at securitization.  
The loan sponsor is Host Marriott.  Moody's LTV is 57% compared to
59.9% at last review and compared to 67.3% at securitization.

The third largest loan is the Henry W. Oliver Building Loan ($31.1
million -- 5%), which is secured by a 472,000 square foot Class B
office building located in downtown Pittsburg, Pennsylvania.  As
of May 2007, the building was 90% occupied compared to 93.1% at
last review and compared to 89% at securitization.  The largest
tenant is Kirkpatrick & Lockhart (48% GLA; lease expiration
December 2009).  Moody's LTV is 84.6% essentially the same as at
last review and compared to 83.4% at securitization.

The CTL component includes eight loans secured by 22 properties
under bondable leases.  The CTL exposures are ACCOR
($40.3 million), Circuit City ($21.5 million) and Cinemark USA
($18.3 million).  Two of the Circuit City loans are on the master
servicer's watchlist due to vacancy.


CREDIT SUISSE: Fitch Holds Junk Rating on $19.2MM Class I Certs.
----------------------------------------------------------------
Fitch Ratings has affirmed Credit Suisse First Boston Mortgage
Securities Corp.'s commercial mortgage pass-through certificates,
series 1998-C2, as:

  -- $867.7 million class A-2 at 'AAA';
  -- Interest only class AX at 'AAA';
  -- $105.6 million class B at 'AAA';
  -- $105.6 million class C at 'AAA';
  -- $105.5 million class D at 'AAA';
  -- $28.8 million class E at 'AAA'.
  -- $105.6 million class F at 'AA+';
  -- $19.2 million class G at 'A+'.
  -- $19.2 million class I at 'CCC/DR3'.

Fitch does not rate the $47.9 million class H and the
$4.4 million class J.  

The affirmations reflect the stable pool performance, minimal
paydown since Fitch's last rating action, and expected losses from
specially serviced loans.  As of the August 2007 distribution
date, the pool's aggregate principal balance has been reduced
26.6% to $1.41 billion from $1.92 billion at issuance.  

Currently, there are three assets in special servicing (1.4%).  
The largest specially serviced asset (1.2%), a portfolio of three
retail properties in upstate New York and Vermont, has been real
estate owned since June 2007.  The special servicer is marketing
the properties for sale.  Recent appraisal valuation indicates
that losses are expected upon the disposition of this asset.

The second largest specially serviced asset (0.1%) has been REO
since February 2006.  Initially there were two limited-service
hotels, a 101-unit property in Erie, PA, and a 92-unit property in
Youngstown, PA.  The Erie, PA asset was sold in December 2006 and
the net proceeds were applied to the principal balance of the
loan.  The special servicer is currently negotiating the sale of
the Youngstown, PA asset.  Recent appraisal valuation indicates
that losses are expected upon the disposition of this property.  
Fitch expects losses from the two specially serviced assets will
deplete the non-rated class J and impact class I.


DELTA PETROLEUM: Inks $33MM Asset Exchange Deal w/ Teton Energy
---------------------------------------------------------------
Delta Petroleum Corporation has entered into an Asset Exchange
Agreement with Teton Energy Corp., whereby the company has agreed
to acquire an additional 12.5% working interest in the Garden
Gulch field in the Piceance Basin.  Under the agreement, the
company will pay $33 million in cash and transfer ownership of
substantially all of its acreage position and production in the
eastern DJ Basin (Washington and Yuma Counties, Colorado) to
Teton.

The DJ Basin properties being transferred to Teton do not include
the company's Cowboy field located in Laramie County, Wyoming.

This transaction is expected  to bring the company's interest in
the Garden Gulch field to a 31.1% working interest with an
associated 24.5% net revenue interest.  The company expects to
realize a net increase of 1.5 Mmcf/d of production, and 75 Bcfe in
proved and unproved reserves at closing as a result of the
transaction.  Closing is scheduled for Oct. 1, 2007.
    
The company also disclosed that Broc Richardson has assumed
management responsibilities for Investor Relations, in addition to
his existing responsibilities as vice president of corporate
development.  Mr. Richardson has been with the company since May
of 2005 in his current role.  

The company will be hiring a Manager of Investor Relations to
assist Mr. Richardson.

                    About Teton Energy Corp.

Headquartered in Denver, Colorado, Teton Energy Corp. (Amex: TEC)
-- http://www.teton-energy.com/-- is an independent energy  
company engaged in the development, production and marketing of
natural gas and oil in North America.  The company operates in
three basins in the Rocky Mountain region of the United States:
the Piceance Basin, which is located in northwestern Colorado,
Denver-Julesburg Basin, which is located in eastern Colorado and
western Nebraska and the Williston Basin, which is located in
Williams County, North Dakota.

               About Delta Petroleum Corporation

Headquartered in Denver, Colorado, Delta Petroleum Corporation
(NASDAQ: DPTR) -- http://www.deltapetro.com/-- is an oil and gas  
exploration and development company.  The company's core areas of
operations are the Gulf Coast and Rocky Mountain Regions, which
comprise the majority of its proved reserves, production and long-
term growth prospects.

                          *     *     *

Moody's Investor Services placed Delta Petroleum Corp.'s
probability of default rating at 'Caa1' in September 2006.

This rating hold to this date.

In March 2005, Standard & Poor's assigned a 'B-' rating on the
company's long term foreign and local issuer credit.  These
ratings still hold to date.


DOMTAR CORP: Bond Exchange Cues S&P to Hold BB- Rating
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' long-term
corporate credit rating on Domtar Corp. following the company's
announced solicitation for a bond exchange affecting all of the
rated unsecured debt issued by its subsidiary, Domtar Inc. (BB-
/Stable/--).  The outlook is stable.
     
At the same time, Standard & Poor's assigned its 'B+' debt rating
to Domtar Corp's $1.475 billion and CDN$157 million in proposed
new issues, which mirrors the ratings on the existing obligations.  
The exchange is being undertaken to simplify Domtar Corp.'s
borrowing structure by moving substantially all secured and
unsecured obligations up to the parent level.

The ratings on the unsecured notes are one notch lower than the
corporate credit rating, reflecting the substantial amount of
priority obligations that would rank ahead in the event of
default, most notably $720 million of secured term debt
outstanding and the $750 million revolver, which is assumed to be
fully drawn at default.
     
"The ratings on Domtar Corp. reflect the company's aggressive
financial risk profile and its unstable profitability and cash
flow caused by volatile prices for its commodity paper, pulp, and
lumber products," said Standard & Poor's credit analyst Donald
Marleau.  "These weaknesses are offset by the company's strong
position in the concentrated uncoated freesheet market and its
good cost profile," Mr. Marleau added.
    
Domtar Corp.'s recent disclosure that CDN $420 million is invested
in troubled Canadian third-party asset-backed commercial paper
will have no immediate effect on the corporate credit ratings.  
Although the timing and outcome of the restructuring of these ABCP
investments is uncertain, the pension fund does not require the
immediate use of the currently illiquid funds or additional
support from Domtar Corp.
     
The stable outlook is predicated on a slow, steady decline in
demand for uncoated freesheet in North America.  The high degree
of concentration in this market should permit the orderly
rationalization of high-cost capacity as demand drops, thereby
maintaining a reasonable industrywide supply-demand balance and
supporting profitable prices.  

On the other hand, an accelerated decline in demand would have a
negative effect on Domtar Corp.'s credit profile, as the company
would likely be compelled to reduce its high-cost capacity at a
faster rate than its competitors.  Upward pressure on the outlook
or rating would demand a lasting improvement in profitability or
debt reduction, such that fully adjusted debt to EBITDA would
decline to below 3.5x, funds from operations to debt would improve
to 20%-25%, and EBITDA interest coverage would exceed 4.0x on a
sustainable basis.


DURA AUTOMOTIVE: Disclosure Statement Hearing Adjourned to Oct. 3
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware adjourned
to October 3 the hearing to consider the adequacy of the
Disclosure Statement explaining the Plan of Reorganization filed
by DURA Automotive Systems Inc. and its debtor-affiliates.

The Debtors say that they intend to file a revised plan to address
some minor issues.

                   Overview of the Plan

As reported in the Troubled Company Reporter on Aug. 24, 2007,
DURA's Plan provides for these creditor recoveries:

   -- Cash payment in full of all allowed debtor-in-possession
      claims, administrative expenses, priority claims and second
      lien secured claims;

   -- Conversion of allowed senior notes and allowed general
      unsecured claims of more than $75,000 into between 57.4%
      to 60.7% of reorganized DURA's new common stock; and

   -- Cash payment in lieu of an equity distribution of all
      allowed trade claims and allowed general unsecured claims of
      $75,000 or less.

The Plan further provides that there will be no recoveries for
subordinated notes' and convertible preferred securities' claims,
nor will the Debtors common stock holders receive any recoveries.

The Plan will be partly funded through exit financing that the
Debtors intends to procure prior to emergence.  Additional Plan
funding will come from a fully backstopped new money equity
investment of between $140 million to $160 million in exchange for
between 39.3% and 42.6% of Reorganized Dura's common stock.  
Senior notes claims holders that are accredited investors will be
eligible to subscribe for their pro rata shares of the new money
investment.

                            Objections

1. Second Lien Group

The Informal Group of Second Lien Lenders said that each member
should be treated as "impaired" under the Joint Plan of
Reorganization and should be entitled to vote on the Plan.

The current members of the Second Lien Group are Allstate
Investments LLC; Allstate Life Insurance Company; Merrill
Lynch Capital; PIMCO Floating Rate Strategy Fund; Silver Point
Capital, LLC; Blackport Capital Fund Ltd.; and Gradient Partners,
L.P.

Pursuant to a Credit Agreement dated May 3, 2005, certain of the
Debtors borrowed $225,000,000 on a second lien basis.  The
Debtors propose to treat the "allowed claim" of the Second Lien
Lenders as "unimpaired" by paying the claim in full in cash on the
effective date of the Plan.

Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon
LLP, in Wilmington, Delaware, noted that in accordance with the
Credit Agreement, "payment in full" of the Second Lien
Obligations would include (i) principal, (ii) professional fees,
(iii) the Prepayment Fee and (iv) accrued interest, calculated
either at the Default Rate or at the Base Rate.  The Plan,
however, proposes to pay items (i) and (ii) but does not propose
to pay the Prepayment Fee or interest at either the Default Rate
or the Base Rate.

The Plan treatment is based on agreements reached in connection
with the adequate protection arrangements set forth in the
Court's final order approving the Debtors' proposal to obtain
$300,000,000 of DIP financing and use their prepetition lenders'
cash collateral.

The Second Lien Group does not dispute the adequate protection
arrangements.  "However, they are just that - adequate protection
- and they are not amendments to the Credit Agreement, which
amendments would have required the unanimous consent of the
Second Lien Lenders," Ms. Silverstein pointed out.

By proposing to pay the Second Lien Obligations consistent with
the Final DIP Order rather than in accordance with the Credit
Agreement, the Plan does not "leave[] unaltered the legal,
equitable, and contractual rights" of the Second Lien Lenders
within the meaning of Section 1124 of the Bankruptcy Code,
Ms. Silverstein asserted.  "As a result, the Second Lien
Obligations are 'impaired,'" she said.

The Second Lien Group acceded that the Debtors will assert that
the issues it has raised is a confirmation issue because,
ultimately, the Court will decide the treatment of the Second
Lien Obligations.  The Second Lien Group, however, believes that
this is a Disclosure Statement issue because it will dictate
whether the Second Lien Lenders are entitled to vote on the Plan.

Presumably the Second Lien Lenders as a class will vote in favor
of the Plan, just as the members of the Second Lien Group intend
to vote in favor of the Plan.  But the point is, all Second Lien
Lenders should be entitled to a vote to ensure that the class as
a whole accepts the impaired treatment proposed by the Plan,
not just the members of the Second Lien Group that negotiated the
Final DIP Order, Ms. Silverstein argued.  "The Second Lien Group
did not then and does not now purport to speak on behalf of
anyone other than its own members and it should not be the Second
Lien Group alone that determines whether the Plan treatment is
acceptable."

Accordingly, the Second Lien Group objected to the Disclosure
Statement because, in describing the Second Lien Obligations as
unimpaired, it denies the holders of the Second Lien Obligations
their right under the Bankruptcy Code to vote on the Plan and
decide for themselves whether to accept the proposed Plan
treatment of less than their full contractual entitlements.

2. U.S. Trustee

Kelly Beaudin Stapleton, the United States Trustee for Region 3,  
noted that the primary purpose of a disclosure statement, which
is mandated by Section 1125 of the Bankruptcy Code, is to give
creditors the adequate information necessary for them to decide
whether to accept a proposed plan.

William K. Harrington, trial attorney at the Office of the U.S.
Trustee, asserted that the Disclosure Statement explaining the
Debtors' Joint Plan of Reorganization should not be approved on
the grounds that it proposes a plan that, as drafted, is currently
unconfirmable as a matter of law because it contains overbroad and
impermissible release provisions.

The non-debtor releases, exculpation provision and injunction
provisions contained in the Plan are overbroad and are
impermissible, Mr. Harrington asserted, citing In re Zenith
Electronics Corp., 241 B.R. 92 (Bankr. D. Del. 1999),In re
Continental Airlines, 203 F.3d 203 (3d Cir. 2000), and In re
Genesis Health Ventures, Inc., 266 B.R. 591 (Bankr. D. Del. 2001).

In addition, the U.S. Trustee has concerns regarding the Debtors'
ability to provide sufficient evidence at the confirmation hearing
to justify their request for "limited" substantive consolidation
under applicable Third Circuit law.

Under applicable Third Circuit law, substantive consolidation is
prohibited unless the proponents can establish a prima facie case.  
Absent consent, in In re Owens Corning, 419 F.3d 195 (3d Cir.
2005), the Third Circuit Court of Appeals held that when
substantive consolidation is sought the entity seeking the same
must prove "that (i) prepetition they disregarded separateness so
significantly their creditors relied on the breakdown of entity
borders and treated them as one legal entity, or (ii) postpetition
their assets and liabilities are so scrambled that separating them
is prohibitive and hurts all creditors."

Accordingly, the U.S. Trustee avers that the Debtors must be held
to their proof at the confirmation hearing with respect to their
request for "limited" substantive consolidation.

Courts have routinely held that a disclosure statement
accompanying an unconfirmable plan should not be approved because
solicitation of votes on an unconfirmable plan would be a futile
and wasteful effort, Mr. Harrington notes, citing In re Cardinal
Congregate I, 121 B.R. 760 (Bankr. S.D. Ohio 1990); and In re
McCall, 44 B.R. 242 (Bankr. E.D. Pa. 1984).

The U.S. Trustee, citing Atlanta West VI Ltd. Partnership, 91 B.R.
620 (Bankr. N.D. GA. 1988); and In re MacCall, 44 B.R. at 243,
says that approval of a disclosure statement where the plan cannot
be confirmed as a matter of law would result in a waste of
judicial time and estate assets in a fruitless solicitation and
confirmation attempt.

3. 9% Noteholders

Thirteen beneficial holders of approximately $95,000,000 in face
amount of 9% senior subordinated notes due May 2009, issued by
Dura Operating Corp., asked the Court to disapprove the Disclosure
Statement explaining the Debtors' Joint Plan of Reorganization:

  * Thomas and Pattiann Kurak
  * J.W. Korth & Company
  * Charles T. Kurak
  * Tamara A. Kurak
  * Richard J. Thielen
  * Jeffrey S. Einstein
  * Jason A. Pieper
  * Jeffrey R. Werner
  * Curtis H. Werner
  * Donald L. Welker
  * Jeff Comfort
  * Daniel S. Hennum
  * Carl E. Kruger

The 9% Noteholders complained that the Disclosure Statement does
not provide creditors with adequate information to make an
informed decision as to the fairness and feasibility the Plan in
accordance with Section 1125 of the Bankruptcy Code.

Toby M. Daluz, Esq., at Ballard Spahr Andrews & Ingersoll, LLP, in
Wilmington, Delaware, contended that the Disclosure Statement:

  -- fails to provide creditors with information sufficient to
     evaluate whether a substantive consolidation of the Debtors
     is permissible or in the best interests of creditors and
     does not inform creditors what distribution would be made
     to them if each of the Debtors were liquidated on a non-
     consolidated basis;

  -- fails to provide any information regarding the ability of
     Pacificor, LLC, to fund its obligations under the Backstop
     Rights Purchase Agreement;

  -- fails to adequately value the Debtors' interests in foreign
     non-debtor affiliates and subsidiaries, thereby preventing
     creditors from analyzing Pacificor's propriety in
     obtaining 42.4% of the New Common Stock in exchange for a
     $160,000,000 purchase price;

  -- fails to provide a meaningful analysis of the value of the
     New Common Stock which will be distributed to unsecured
     creditors under the Plan;

  -- is silent as to the value and financial import of certain
     significant elements of the Plan, including the Management
     Equity Program and the Rights Offering, preventing
     creditors and the Court from assessing whether the Plan
     unfairly discriminates certain parties or otherwise fails
     to be fair and equitable; and

  -- does not state whether the Debtors have received a
     commitment or at least an expression of serious interest
     from any lender to provide $400,000,000 in exit financing
     and does not describe the basic terms of the Exit Credit
     Facility.

"The Debtors are piggy-backing the liquidation analysis onto
their assertion that under the Plan, creditors fare better if the
Debtors are liquidated on a consolidated basis," Mr. Daluz
asserted.

"Based upon the vague and circular description of the Exit Credit
Facility contained in the Disclosure Statement, it appears the
Debtors have not obtained a commitment from anyone to provide any
portion of the $400 in exit financing the Debtors require,"
Mr. Daluz added.  In the absence of information regarding the
terms of the Exit Credit Facility, creditors are unable to assess
the feasibility of the Plan, he maintains.

The 9% Noteholders also contended that the Plan is unconfirmable
because it renders the 9% Notes valueless without providing
creditors the basic financial information necessary to determine
the Debtors' market value.

The Plan, Mr. Daluz argued, improperly requires distribution to
the Senior Noteholders of New Common Stock to which the 9%
Noteholders are entitled under both the terms of the Subordinated
Notes Indentures and the provisions of the Bankruptcy Code.  As a
result, the Plan does not meet the fair and equitable requirement
for confirmation and unfairly discriminates against the 9%
Noteholders, he contended.

The Plan presently provides no safeguards or limitations upon the
use of the 10% of the Distribution Shares reserved for the
Management Equity Program, which creates the possibility that the
Management Incentive Program will be used to circumvent the
requirements for confirmation of the Plan under Section 1129 of
the Bankruptcy Code, Mr. Daluz pointed out.  "The Debtors should
be required to fully disclose the terms of the Management Equity
Program and establish proper safeguards so that the Debtors'
management does not receive 10% of the Distribution Shares on
account of nothing or, alternatively, on account of their
interests in, or claims against, the Debtors."

Herbert R. Benjamin and Mary Page also opposed the Debtors' Joint
Plan of Reorganization.  Mr. Benjamin contends that the Debtors
have misled people in thinking that all of the creditors will be
paid in full.  Ms. Page argues that it is unfair for the Debtors
not to handle retirement pay.

4. Riverside Claims, LLC

Riverside Claims, LLC, a holder of claims against Debtor Dura
Automotive Systems (Canada) Ltd., complained that the Disclosure
Statement explaining the terms of the Debtors' Joint Plan of
Reorganization lacks "adequate information" as that term is
defined under Section 1125 of the Bankruptcy Code.

Robyn J. Spalter, Esq., in New York, contended that the Disclosure
Statement does not provide accurate or adequate information
regarding the substantive consolidation legal standard in the
Third Circuit.  In addition, the Disclosure Statement does not
provide creditors with adequate information to be able to
evaluate the different treatment afforded creditors with and
without substantive consolidation.

"The discussion of the concept of substantive consolidation and
the law regarding same as contained in the Disclosure Statement
is, at best, misleading," Ms. Spalter argued.  Rather than
providing a conclusory statement, the Debtors should provide
information in the Disclosure Statement that allows creditors to
reach the conclusion that "the Plan, with its contemplated
limited substantive consolidation of the Debtors' estates, is the
best option currently available for the Debtors and their
creditors as a whole."

In order to analyze whether substantive consolidation is, as
Debtors allege, not harmful to Dura Canada creditors, the
Disclosure Statement needs to provide additional information on
Dura Canada's liabilities and its inter-Debtor claims, as well as
a claims analysis, Ms. Spalter asserted.

The Disclosure Statement, Ms. Spalter noted, only provides a
liquidation analysis assuming substantive consolidation despite
stating that a separate liquidation analysis has been prepared
for each of the Debtors.

Accordingly, Riverside Claims asked the Court to disapprove the
Disclosure Statement unless it is amended to provide adequate
information as required by Section 1125.

                      About DURA Automotive

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

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

The Debtors' exclusive plan-filing period expires on Sept. 30,
2007.


DUSTIN SHERWOOD: Case Summary & Six Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Dustin R. Sherwood
        dba Sherwood Family Farms, L.P.
        Jenifer J. Sherwood
        dba Sherwood Family Farms, L.P.
        7200 Highway O
        Trimbal, MO 64492
        Tel: (816) 695-2729

Bankruptcy Case No.: 07-50584

Chapter 11 Petition Date: September 25, 2007

Court: Western District of Missouri (St. Joseph)

Judge: Jerry W. Venters

Debtor's Counsel: William L. Needler, Esq.
                  P.O. Box 177
                  106 West First Street
                  Ogallala, NE 69153
                  Tel: (308) 284-4505
                  Fax: (308) 284-3813

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Six Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
John Deere Credit              value of collateral:    $1,400,000
6400 86th Street               $300,000
Johnston, IA 50131

U.S.D.A. C.C.C.                                          $250,000
1207 Branch
Platte City, MO 64079

U.A.P. Distributors                                      $180,000
P.O. Box 1286
Greeley, CO 80632

J.B.M. Agronomics                                         $68,000

McGraw Fertilizer                                         $33,000

Elvin Domann                                              $25,000


ECHOSTAR COMMS: S&P Places BB- Rating Under Developing Watch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Englewood, Colorado-based satellite TV provider EchoStar
Communications Corp., including the 'BB-' corporate credit rating,
on CreditWatch with developing implications.  This affects about
$5.5 billion of rated debt.
     
The action follows the announcement that EchoStar's board of
directors has directed company management to pursue a possible
separation of its businesses into two distinct, publicly traded
companies.  EchoStar has submitted a request to the IRS for a
ruling on the transaction's tax-free nature.
      
"The CreditWatch listing reflects the lack of definitive
information on the proposed transaction," said Standard & Poor's
credit analyst Naveen Sarma.  In particular, because it is not yet
clear which entity will assume the existing debt, some outstanding
debt could be raised and some simultaneously lowered.


FIRST UNION: Moody's Junks Ratings on Three Certificate Classes
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of 10 classes of First Union-Lehman
Brothers-Bank of America Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 1998-C2 as:

   -- Class A-2, $1,161,189,680, affirmed at Aaa
   -- Class IO, Notional, affirmed at Aaa
   -- Class B, $170,403,000, affirmed at Aaa
   -- Class C, $170,402,000, affirmed at Aaa
   -- Class D, $204,483,000, affirmed at Aaa
   -- Class E, $68,161,000, affirmed at Aaa
   -- Class F, $51,121,000, upgraded to Aaa from Aa3
   -- Class G, $102,241,582, upgraded to Baa1 from Baa3
   -- Class H, $17,040,241, upgraded to Baa3 from Ba2
   -- Class J, $34,080,482, affirmed at B1
   -- Class K, $51,120,723, affirmed at Caa1
   -- Class L, $34,080,482, affirmed at Caa3
   -- Class M, $9,577,991, affirmed at C

As of the Aug. 20, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 39.1% to $2.1
billion from $3.4 billion at securitization.  The certificates are
collateralized by 496 mortgage loans ranging in size from less
than 1% to 5.4% of the pool, with the 10 largest loans
representing 20.9% of the pool.  One hundred sixty loans,
representing 34.3% of the pool, have defeased and have been
replaced with U.S. Government securities.  The pool is comprised
of conduit loans (44.1%), defeased loans (34.3%), shadow rated
loans (13.7%) and credit tenant leases (7.9%).

Fifty-five loans have been liquidated from the trust, resulting in
realized losses of about $41.5 million.  Fifteen loans,
representing 2% of the pool, are in special servicing.  Moody's
estimates losses of about $4.7 million for all of the specially
serviced loans.  Forty-six loans, representing 14.8% of the pool,
are on the master servicer's watchlist.

Moody's was provided with year-end 2006 operating results for
94.5% of the performing loans.  Moody's weighted average loan to
value ratio for the conduit component is 72.1%, compared to 78.3%
at Moody's last full review in June 2006 and compared to 89.8% at
securitization.  Moody's is upgrading Classes F, G, and H due to
increased subordination levels, an increased percentage of
defeased loans and improved overall pool performance.

The largest shadow rated loan is the Broadmoor Austin Loan ($111.8
million - 5.4%), which is secured by an eight-building, 1.2
million square foot office complex located in Austin, Texas.  The
property is 100% leased to IBM Corporation (Moody's senior
unsecured rating A1; stable outlook) under eight net leases.  The
loan has amortized by approximately 27.4% since securitization.  
The loan is on the master servicer's watchlist due to low debt
service coverage.  Moody's current shadow rating is A2, the same
as at last review and compared to Baa2 at securitization.

The second largest shadow rated loan is the IBM Corporate Office
Complex Loan ($94.1 million -- 4.5%), which is secured by a five-
building 1.1 million square foot office complex located in Somers,
New York.  The property is leased to IBM under a triple net lease
that is coterminous with the loan maturity date of October 2013.  
The loan has amortized by about 47.2% since securitization.  
Moody's current shadow rating is Aa3, compared to A1 at last
review and at securitization.

The third largest shadow rated loan is the Hawthorne Center Loan
($77.9 million - 3.8%), which is secured by the borrower's
interest in a 1.2 million square foot (499,282 square feet is
collateral) regional shopping center located in Vernon Hills,
Illinois.  Moody's current shadow rating is A2, the same as at
last review and compared to Baa3 at securitization.

The top three non-defeased conduit loans represent 4.6% pool. The
largest conduit loan is the First Union Plaza Loan ($58.4 million
- 2.8%), which is secured by a 612,000 square foot Class A office
building located in Atlanta, Georgia.  As of March 2007 the
property was 83% occupied, compared to 79% at last review and
compared to 95.0% at securitization.  Major tenants include
Sutherland, Asbill and Brennan, LP (40% NRA; lease expiration
April 2015) and Heery International (12% NRA; lease expiration
September 2017).  Moody's LTV is 78.4%, compared to 85.3% at last
review and compared to 90% at securitization.

The second largest conduit loan is the Musselman Portfolio Loan
($19.8 million -- 1%), which is secured by a portfolio of 10
limited service hotels totaling 775 rooms.  All of the hotels are
located in Kentucky and include brands such as Comfort Inn,
Comfort Suites, Fairfield Inn, Sleep Inn, Days Inn and Holiday Inn
Express.  The portfolio's overall occupancy and RevPAR for 2006
were 61% and $63, compared to 60% and $61 at year-end 2005.  The
loan has amortized by about 17% since securitization.  Moody's LTV
is 83.1%, compared to 91% at last review and compared to 106.1% at
securitization.

The third largest conduit loan is the Hunt Club Loan ($18 million
- 0.9%), which is secured by a 336-unit multifamily property
located in Gaithersburg, Maryland.  As of December 2006 the
property was 96% occupied.  Performance has improved since last
review due to increased rental revenues, stable expenses and loan
amortization.  The loan has amortized by about 13.4% since
securitization.  Moody's LTV is 69.6%, compared to 78.4% at last
review and compared to 103.6% at securitization.

The CTL component includes 66 loans secured by properties leased
under bondable leases.  The largest exposures are Brinker
International ($55.2 million; Moody's senior unsecured rating Baa3
- stable outlook), Walgreen Co. ($19.9 million; Moody's long term
issuer rating Aa3 -- on review for possible downgrade), CVS
Caremark Corp ($18.3 million; Moody's senior unsecured rating
Baa2- stable outlook).


FR X OHMSTEDE: S&P Withdraws Ratings Upon EMCOR Deal Completion
---------------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on heat
exchanger and service provider FR X Ohmstede Acquisitions Co. from
CreditWatch, where they were placed with positive implications on
Aug. 22, 2007, and withdrew them.  The rating action followed the
completion of the company's acquisition by EMCOR Group Inc.
(BB+/Stable/--).

Ratings List

FR X Ohmstede Acquisitions Co.

Ratings Withdrawn
                                    To       From
                                    --       ----
Corporate Credit Rating            NR       B-/Watch Pos/--

Senior Secured
  First-Lien Credit Facilities      NR       B/Watch Pos
   Recovery Rating                  NR       2

  Second-Lien Bank Loan             NR       CCC/Watch Pos
   Recovery Rating                  NR       6


FREEPORT-MCMORAN: Moody's Revises Outlook to Positive
-----------------------------------------------------
Moody's Investors Service revised Freeport-McMoRan Copper & Gold
Inc.'s and Phelps Dodge's outlooks to positive and affirmed all of
Freeport's and Phelps Dodge's other ratings.

The ratings reflect the overall probability of default of
Freeport, to which Moody's assigns a PDR of Ba2.  The change in
outlook reflects the very strong earnings and cash flow of
Freeport in the current metals market, Freeport's use of free cash
flow to reduce debt since the acquisition of Phelps Dodge, and
Moody's assumption that free cash flow will be sufficient to
permit repayment of much of the company's $2.45 billion Term Loan
A over the next two to three quarters.

The Ba2 corporate family rating reflects Freeport's high debt
level of about $11.3 billion, including Moody's adjustments, the
high concentration in copper and resultant variability in earnings
and cash flow, significant capital expenditures, and a high level
of reliance on the Grasberg mine in Indonesia.  The Ba2 rating
favorably considers the company's leading positions in copper and
molybdenum, a significant amount of gold production, the low cost,
long-life reserves at PT-FI, and improved operating and political
diversity.

Outlook Actions:

Issuer: Freeport-McMoRan Copper & Gold Inc.

   -- Outlook: Changed To positive from stable

Issuer: Phelps Dodge Corporation

   -- Outlook: changed to positive from stable

Ratings affirmed:

Issuer: Freeport-McMoRan Copper & Gold Inc.

   -- Corporate Family Rating: Ba2

   -- Probability of Default Rating: Ba2

   -- $0.5 billion Senior Secured Revolving Credit facility,
      Baa2, LGD1, 2%

   -- $1 billion Senior Secured Revolving Credit Facility,
      Baa3, LGD2, 17%

   -- $2.45 billion Senior Secured Term Loan A, Baa3, LGD2, 17%

   -- $339.7 million 6.875% Senior Secured Notes due 2014,
      Baa3, LGD2, 17%

   -- $6 billion Senior Unsecured Notes: Ba3, LGD5, 80%

Issuer: Phelps Dodge Corporation

   -- $107.9 million 8.75% Senior Notes due 2011, Ba1, LGD3,
      36%

   -- $115 million 7.125% Senior Notes due 2027, Ba1, LGD3, 36%

   -- $150 million 6.125% Senior Notes due 2034, Ba1, LGD3, 36%

   -- $193.8 million 9.50% Senior Notes due 2031, Ba1, LGD3,
      36%

Moody's last rating action on Freeport was to assign a Baa3 rating
to its Term Loan A and upgrade the Phelps Dodge notes to Ba1 in
July 2007.

Freeport-McMoRan Copper & Gold Inc. is a Phoenix based producer of
copper, gold and molybdenum and had revenue in 2006 of
$5.8 billion.


FREMONT HOME: Monthly Net Losses Prompt S&P to Lower Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of certificates from Fremont Home Loan Trust 2004-4.  At
the same time, S&P lowered its rating on class M10 from series
2004-3 and removed it from CreditWatch, where it was
placed with negative implications on May 22, 2007.
     
The lowered ratings are due to monthly net losses that have
continued to outpace monthly excess interest during recent months.  
As of the September 2007 remittance period, losses had reduced
current overcollateralization levels to $3.78 million and $5.10
million for series 2004-3 and 2004-4, respectively, which are
below their respective targets of $6.79 million and
$6.75 million.  Total delinquencies are 31.18% and 34.20% for
series 2004-3 and 2004-4, respectively, and serious delinquencies
(90-plus days, foreclosures, and REOs) are 21.63% and 18.33%. The
six-month loss averages have worsened from the 12-month average
loss amount for both transactions.

For series 2004-3, the six-month average is approximately
$772,436, while the 12-month average is $671,768.  For series
2004-4, the six-month average is approximately $1.21 million,
while the 12-month average is $941,942.  Cumulative losses are
0.89% for series 2004-3 and 1.18% for series 2004-4.  While losses
and delinquencies continue to worsen for both transactions, series
2004-3 and series 2004-4 have paid down to 14.08% and 17.96% of
their respective original principal balances.
     
The collateral for these transactions is composed of subprime,
adjustable- and fixed-rate mortgage loans secured by first and
second liens on one- to four-family residential properties and
subprime home equity loans.

                        Ratings Lowered
   
                 Fremont Home Loan Trust 2004-4

                                 Rating
                                 ------
                   Class     To          From
                   -----     --          ----
                   M-9       BB          BBB-
                   M-10      B           BBB-
                   B         CCC         BB+


      Rating Lowered and Removed from Creditwatch Negative

                  Fremont Home Loan Trust 2004-3

                                  Rating
                                  ------
                    Class     To          From
                    -----     --          ----
                    M10       B-          BBB-/Watch Neg


FREMONT HOME: Moody's Cuts Class M-6 Certs.' Rating to Ba2
----------------------------------------------------------
Moody's Investors Service upgraded two certificates, downgraded
one certificate and confirmed ratings of two certificates issued
by Fremont Home Loan Trust 2003-A and 2003-B.  Both transactions
are backed by first-lien fixed and adjustable-rate subprime
mortgage loans originated by Fremont Investment & Loan.

Two classes of certificates from the series 2003-A and 2003-B
transactions are upgraded based on the strong build-up in credit
enhancement.  The projected pipeline losses are not expected to
significantly affect the credit support for these certificates.

The most subordinate class of certificates from the series 2003-B
is downgraded because the current credit enhancement level is low
compared to the projected pipeline losses of the underlying pool.

The complete rating action is:

Issuer: Fremont Home Loan Trust

Upgrade:

   -- Series 2003-A, Class M-1, Upgraded to Aa1 from Aa2;
   -- Series 2003-B, Class M-1, Upgraded to Aa1 from Aa2.

Downgrade:

   -- Series 2003-B, Class M-6, Downgraded to Ba2 from Baa3.

Confirm:

   -- Series 2003-A, Class M-2, current rating A2, Confirmed;
   -- Series 2003-A, Class M-3, current rating A3, Confirmed.


FURNITURE BRANDS: S&P Withdraws Ratings at Company's Request
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
St. Louis, Missuori-based Furniture Brands International Inc. at
the company's request.

Ratings List

Not Rated Action; CreditWatch/Outlook Action

Furniture Brands International Inc.
                                        To    From
                                        --    ----
Corporate Credit Rating                NR    BB-/Negative/--


GENERAL CABLE: Earns $62.9 Million in Quarter Ended June 29
-----------------------------------------------------------
General Cable Corporation reported net income of $62.9 million for
the second quarter ended June 29, 2007, compared to net income of
$41.5 million in the second quarter of 2006.

Revenues were $1.17 billion compared to $987.1 million in the
prior year, an increase of 19.0%.

Net sales for the second quarter of 2007 were $1.17 billion, an
increase of $171.5 million or 17.0% compared to second quarter net
sales of $1.00 billion on a metal adjusted basis.  Without the
impact of acquisitions and changes in foreign exchange rates,
organic revenue growth was approximately 8.0% in the second
quarter of 2007 compared to 2006, on the continuing strength of
the company's global electrical infrastructure and electric
utility businesses.  Revenues from recent acquisitions contributed
$55.9 million in the second quarter.  

During the second quarter of 2006 the company benefited from the
forward purchase of a small portion of its copper requirements due
to concerns over supply tightness and the timing of certain
customer shipments.  The company estimated the incremental
operating profit realized in the second quarter of 2006 was about
$8.5 million.  Without this impact, operating earnings in the
second quarter of 2006 were $61.9 million.  Second quarter 2007
operating income was $103.0 million compared to adjusted operating
income of $61.9 million in the second quarter of 2006, an increase
of $41.1 million or 66.0%.  Operating margin was 8.8% in the
second quarter of 2007, an increase of approximately 260 basis
points from the adjusted operating margin percentage of 6.2% in
the second quarter of 2006 on a metal-adjusted basis.  "Electrical
infrastructure, networking and utility businesses in North America
as well as Silec in France and our operations in Portugal led the
way in margin improvement," said Gregory B. Kenny, president and
chief executive officer of General Cable.

               Third Quarter 2007 Outlook

"The weaker housing market in Spain, Oceania, and the United
States continues to be offset by strong infrastructure project
demand and opportunities in new markets, underscoring the
importance of the company's product and geographic diversification
over the last several years.  In North America, a couple of large
transmission projects have been pushed out from the middle of 2007
until the first half of 2008.  To give you a sense of size and
scale, the total transmission cable required for just one of these
projects would represent a significant percentage of the company’s
annual transmission cable manufacturing capacity.  Given the
nature of these and other large scale projects, I expect timing
volatility for both overhead and underground high voltage
transmission systems as well as submarine projects will continue
to make short term forecasting a bit more difficult.  Versus the
second quarter, the company will fully absorb facility vacation
shutdowns and maintenance typically scheduled for the July and
August timeframe as well as the normal seasonality of many of our
markets.  Therefore, for the third quarter of 2007, we expect to
report revenues of approximately $1.1 billion and earnings per
share in the range of $0.85 to $0.90, again up nicely from the
prior year," Kenny said.

At June 29, 2007, the company's consolidated balance sheet showed
$2.68 billion in total assets, $2.13 billion in total liabilities,
and $551.9 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 29, 2007, are available for
free at http://researcharchives.com/t/s?23bd

                  About General Cable

Headquartered in Highland Heights, Kentucky, General Cable
Corporation (NYSE: BGC) -- http://www.generalcable.com/--  
develops, designs, manufactures, markets and distributes copper,
aluminum and fiber optic wire and cable products for the energy,
industrial, and communications markets.

                      *     *     *

As reported in the Troubled Company Reporter on Sept. 19, 2007,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on General Cable Corp.  The outlook is stable.  


GENERAL CABLE: Moody's Rates Proposed $400 Mil. Sr. Notes at B1
---------------------------------------------------------------
Moody's Investors Service assigned a rating of B1 to the proposed
$400 million senior unsecured convertible notes of General Cable
Corporation.  Concurrently, Moody's confirmed all other ratings
for this issuer, concluding a review initiated on Sept. 12, 2007.  
Following this rating action, the rating outlook is stable.

The proceeds of the new $400 million senior unsecured convertible
notes together with a draw under the company's asset-based
revolver and cash on hand will be utilized to acquire the capital
stock of Phelps Dodge International Corporation, a division of
Phelps Dodge Corporation, from Freeport-McMoRan Copper & Gold Inc.

Moody's took these rating actions:

Assigned this rating:

   -- $400 million senior unsecured convertible notes due 2012,
      at B1 (LGD4, 64%)

Confirmed these ratings:

   -- $355 million senior unsecured convertible notes due 2013,
      at B1 (to LGD4, 64% from LGD4, 63%)

   -- $125 million senior unsecured floating rate notes due
      2015, B1 (to LGD4, 64% from LGD4, 63%)

   -- $200 million senior unsecured notes due 2017, B1 (to
      LGD4, 64% from LGD4, 63%)

   -- Corporate Family Rating, at Ba3

   -- Probability of Default Rating, at Ba3

   -- The outlook is stable.

The assignment of a B1 rating to the proposed senior unsecured
convertible notes and the confirmation of the Corporate Family
Rating at Ba3 continues to reflect the company's moderate
leverage; good interest coverage; low cost operations; leading
market position in the wire & cable industry and highly
diversified end markets and customer base after giving effect to
the acquisition of PDIC.  For the year ended Dec. 31, 2006, PDIC
reported revenues of approximately $1.2 billion and operating
earnings of roughly $68 million.  The combined entity is
considered to be strongly positioned in the Ba3 rating category.

The stable outlook reflects Moody's expectation that GCC will
continue to grow volume, particularly in the electric utility and
electrical infrastructure segments as a result of strong demand
for its products.  Moody's also anticipates that the company will
reduce leverage to pre-acquisition levels well before the end of
2009.

The ratings could come under upward rating pressure if total debt
to EBITDA fall below 2.5 times on a sustained basis or if demand
for the company's products lead to a sustained level of free cash
flow to total debt in excess of 10%.  Downgrade pressure could
occur if the company incurs major integration problems with
respect to the PDIC acquisition.  The ratings could also be
impaired if total debt to EBITDA increases above 3.7 times or if
EBIT to interest expense declines below 2.3 times on a sustained
basis.

GCC, headquartered in Highland Heights, KY, is a leading global
developer and manufacturer within the wire and cable industry. The
Company manufactures, markets and distributes copper, aluminum and
fiber optic wire and cable products globally. For the last twelve
months ended June 29, 2007, the company reported revenues of
$4.1 billion.


GENERAL CABLE: S&P Rates Proposed $400 Million Senior Notes at B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' senior
unsecured debt rating to Highland Heights, Kentucky-based General
Cable Corp.'s proposed $400 million offering of senior convertible
notes due 2012.  S&P also affirmed the 'BB-' corporate credit
rating.  The outlook is stable.
     
The funds will be used to partially fund the acquisition of the
global wire and cable business of Freeport-McMoRan Copper & Gold
Inc. (which operates as Phelps Dodge International Corp.) for $735
million, subject to certain adjustments.
     
"The ratings on General Cable reflect a cyclical operating
profile, driven by fluctuating market demand and volatility in raw
material pricing that can affect working capital requirements and
cash flow," said Standard & Poor's credit analyst Bruce Hyman.  
"These factors are offset somewhat by the company's leading
position in a global market for wire and cables -- especially in
the energy transmission and distribution market -- and leverage
that is moderate for the rating."
     
The proposed acquisition will contribute approximately
$1.4 billion in revenues at current metal prices and is expected
to be accretive to earnings in the first full year.  Standard &
Poor's estimates that the acquired business generated
approximately $90 million in EBITDA in 2006, or about 6.4% of
sales.  Pro forma for the increased debt levels used to fund the
acquisition, debt to EBITDA rises somewhat, but is still moderate
for the rating, at less than 3.5x.


GENERAL MOTORS: UAW Agreement Cues Fitch to Remove Neg. Watch
-------------------------------------------------------------
Fitch Ratings has affirmed and removed the Issuer Default Rating
and debt ratings of General Motors from Rating Watch Negative
following the announcement that GM has reached an agreement on a
new contract with the United Auto Workers.  Fitch currently rates
GM as:

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

GM's Rating Outlook is Negative.

Fitch will review the terms of the new agreement, but does not
anticipate an Outlook revision or rating change as a result of the
contract alone.  Any change in the Rating Outlook is not expected
until aclear path to positive free cash flow is established, and
Fitch estimates that the full removal of retiree health care costs
will be insufficient in itself to accomplish this.  The ability to
achieve positive free cash flow will also hinge upon GM's ability
to stabilize volume and revenues in North America, and to
establish further improvement in its fixed cost structure through
restructuring actions and labor outsourcing.

The contract has yet to be ratified, which could remain a hurdle.  
Failure to ratify the contract, which would send the parties back
to the negotiating table, would likely result in another Rating
Watch Negative placement.  Terms of the contract that Fitch will
be focusing on include:

  -- The funding amount, structure and timetable of an
     independent VEBA trust to remove retiree healthcare
     liabilities from the balance sheet;

  -- The terms of any contingent funding requirements for GM
     related to the VEBA trust;

  -- Changes to job classifications and wage rates -
     effectively the establishment of a two-tier wage scale
     through greater flexibility in labor outsourcing to parts
     manufacturers and/or other third-party suppliers;

  -- Changes to health care costs for retirees and existing
     workers;

  -- Risks associated with any changes to pension obligations
     from wage rates, or to pension benefits paid;

  -- The flexibility to downsize manufacturing and personnel
     costs in response to cyclical market conditions or product
     performance;

  -- Commitments by GM to maintain employment levels (including
     the terms of any job banks) or product programs at U.S.
      manufacturing operations;

  -- The cost of payments to workers for ratification, and the
     costs of any subsequent buyout packages;

  -- GM's liquidity position following the financing of VEBA
     and other costs related to the terms of the contract.  A
     subsequent review of the Rating Outlook or rating will
     encompass the impact of these contract terms in the
     context of additional rating factors listed below:

  -- GM's liquidity buffer and ability to finance large working
     capital requirements, economic and product cycles and
     restructuring actions over the next several years;

  -- Fitch's Recovery Rating analysis estimates that further
     plant closings and restructuring actions, beyond what is
     currently contemplated, will be needed to restore North
     American operations to viable operating margins in the
     absence of an upturn in revenue performance;

  -- GM's liquidity over the past several years has been
     boosted by numerous asset sales that have reduced asset
     protection for debt holders and GM's earnings capacity.  
     Asset sales have included a controlling interest in GMAC,
     Allison Transmission, its electro-motive division and
     shareholdings in Suzuki and Fuji Heavy Industries.  
     
     Proceeds have been used to finance operating losses,
     substantial costs related to Delphi, the funding of an
     independent VEBA related to an earlier healthcare
     agreement with the UAW, and a price adjustment related to
     the sale of GMAC, all of which have reduced available
     liquidity;

-- Despite the potential removal of health care liabilities,
     GM's balance sheet has added significant incremental debt
     over the past several years, and the potential absence of
     free cash flow available over the near term will preclude
     significant debt reduction from existing levels;

  -- Ongoing heavy costs related to its agreement with Delphi,
     and any additional costs required to assist in Delphi's
     emergence from bankruptcy;

  -- The impact of local labor agreements on GM's fixed cost
     structure;

  -- GM's North American revenue performance which will remain
     under pressure for at least the next twelve months due to
     deteriorating economic conditions, the impact of a
     recessionary housing market on pickup sales, and weak
     performance across a number of GM's product segments;

  -- Strong performance of GM's international operations, and
     the ability of those operations to contribute to the
     servicing of consolidated liabilities.


GLOBAL INDUSTRIAL: Bankruptcy Court Confirms Third Amended Plan
---------------------------------------------------------------
The Hon. Judith K. Fitzgerald of the U.S. Bankruptcy Court for the
Western District of Pennsylvania, on Sept. 24, 2007, confirmed the
Third Amended Plan of Reorganization filed by Global Industrial
Technologies Inc. and its debtor-affiliates.

In order for the confirmation order to be considered final, it
must be affirmed by the U.S. District Court.

                   Overview of the Plan

The Plan provides for the establishment of the APG Asbestos Trust
for payment of A.P. Green Industries, Inc. (APG), Asbestos Trust
Claims and APG Asbestos Demands pursuant to Section 524(g) of the
Bankruptcy Code.  

Pursuant to the Settlement Agreement between Global Industrial and
DII Industries, LLC, Harbison-Walker Refractories Company (H-W)
Asbestos Trust Claims are channeled to the DII Asbestos Trust
while H-W Silica Trust Claims are channeled to the DII Silica
Trust.

The APG Asbestos Trust will hold 21% of Reorganized ANH
Refractories' common stock.  ANH will own 100% of Reorganized
GIT's common stock through the utilization of a holding company
structure.  The APG Asbestos Trust will have the option to convert
its 21% equity interest in Reorganized ANH into 100% of the equity
interest of Reorganized APG at any time.

The Plan further provides for the establishment of the APG Silica
Trust for payments of APG Silica Trust Claims and APG Silica
Demands pursuant to Section 105 of the Bankruptcy Code.

                     Treatment of Claims

The Debtors relate that holders of Allowed Secured Claims secured
by Financial Instruments will retain their collateral.  Allowed
Secured Claims under Capitalized Leases and Secured Financing
Agreements will be satisfied, at the option of Reorganized ANH,
through:

    (a) reinstatement of the debt;

    (b) return of the collateral securing the claim;

    (c) cash in an amount equal to the proceeds realized from the
        sale of the collateral securing the claim; or

    (d) other treatment as agreed upon by the holder of the claim
        and Reorganized ANH.

Holders of General Unsecured Claims will receive cash in an amount
equal to 90% of their claims.

The claims of North American Refractories Company and its
affiliates, as well as GIT's non-debtor affiliates, against the
Debtors, will not be modified under the Plan.

The Claims of RHI AG and its affiliates against any of the Debtors
will be deemed released, discharged and cancelled on the effective
date under the GIT/RHI AG Settlement Agreement.

Workers Compensation Claims, the Debtors relate, will be paid in
full.

APG Silica Trust Claims will be resolved pursuant to the terms,
provisions and procedures set forth in the APG Silica Trust
Agreement and the APG Silica DIP.

Equity interests held by RHI AG will be cancelled and terminated
pursuant to the NARCO/RHI AG Settlement Agreement.

                          About ANH

Based in Moon Township, Pennsylvania, ANH Refractories, fka RHI
Services, Inc., was formed in 2000 to provide management services
to North American Refractories Company and Global Industrial
Technologies Inc.  Services consisted of the management of human
resources, legal finance, accounting services, tax services and
other support services.

                          About GIT

Global Industrial Technologies Inc. is a subsidiary of RHI AG and
is the holding company for Harbison-Walker Refractories Company
and A.P. Green Industries, Inc.  Harbison-Walker manufactures and
sells refractory products and construction-type materials designed
to sustain various high heat processing applications.  APG
previously engaged in certain refractory manufacturing operations
before transferring these operations to its subsidiary, AP Green
Refractories.

The company and its affiliates filed for chapter 11 protection on
Feb. 14, 2002 (Bankr. W.D. Pa. Lead Case No. 02-21626).  James J.
Restivo, Jr., Esq., Robert P. Simmons, Esq., and David Ziegler,
Esq., at Reed Smith LLP represents the Debtor.  Kroll Zolfo Cooper
LLC is the Debtors' bankruptcy consultants and special financial
advisors.  

The Official Committee of Unsecured Creditors is represented by
McGuire Woods, LLP.  KPMG, LLP, is the Creditors Committee's
financial advisor.  The Asbestos Claimants Committee is
represented by attorneys at Caplin & Drysdale, Chartered and
Campbell & Levine, LLC.  L. Tersigni Consulting, PC is the
Asbestos Committee's financial advisor.

Lawrence Fitzpatrick was appointed as the Future Asbestos
Claimants Representative.  Mr. Fitzpatrick is represented by
attorneys at Young Conaway Stargatt & Taylor LLP and Meyer,
Unkovic & Scott LLP.  Philip A. Pahigian was appointed as Future
Silica Claims Representative.  Mr. Pahigian is represented by
attorneys at Sherrard German & Kelly P.C.


HEALTHSOUTH CORP: Paying $16.25/Share Dividend on October 15
------------------------------------------------------------
HealthSouth Corporation's board of directors has declared a
regular quarterly dividend of $16.25 per share on its
6.5% Series A Convertible Perpetual Preferred Stock, payable on
Oct. 15, 2007, to holders of record on Oct. 1, 2007.
    
Headquartered in Birmingham, Alabama, HealthSouth Corporation
(NYSE:HLS) -- http://www.healthsouth.com/-- provides outpatient  
surgery, diagnostic imaging and rehabilitative healthcare
services, operating facilities nationwide.

At June 30, 2007, the company's balance sheet showed total assets
of $2.4 billion and total liabilities of $4.19 billion, resulting
to a total shareholders' deficit $1.79 billion.


HIGHWAY SOLUTIONS: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Highway Solutions, L.L.C.
        552 Oliver Road
        Montgomery, AL 36117

Bankruptcy Case No.: 07-31461

Chapter 11 Petition Date: September 26, 2007

Court: Middle District of Alabama (Montgomery)

Judge: William R. Sawyer

Debtor's Counsel: Floyd R. Gilliland, Jr., Esq.
                  Nix, Holtsford, Gilliland, Higgins &
                  Hitson, P.C.
                  P.O. Box 412, 84001 Carmichael Road, Suite 300
                  Montgomery, AL 36103
                  Tel: (334) 215-8585
                  Fax: (334) 215-7101

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
Whitney National Bank                                    $569,289
Commercial Loan Operations
P.O.Box 95480
New Orleans, LA 70195

Metrac, Inc.                                             $297,534
2400 Victory Drive
Columbus, GA 31901

Asphalt Supply, L.L.C.                                   $260,087
5535 Business Parkway
Theodore, AL 36582

Beard Equipment Co.                                      $236,655

John Deere Credit                                        $235,413

Soloco, L.L.C.                                           $233,171

Headwaters Resources                                     $141,997

Bradley, Arant, Rose & White                             $124,843

Citicapital                                              $120,475

F.C.C. Equipment Financing,                              $119,204
Inc.

Tractor and Equipment Company                            $101,134

Warrior Tractor & Equipment Co.                           $84,102

A.D.D.C.R.O.C.O.                                          $81,875

H.&E. Equipment Services,                                 $79,006
L.L.C.

John W. Stone Oil                                         $78,717

Thompson Tractor Company                                  $78,210

Thompson Pump &                                           $57,013
Manufacturing Co., Inc.

Leon Duplessis & Sons                                     $51,441

Center Capital Corporation                                $42,252


HILLARD COLLINS: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Hillard Collins
        1530 Green Valley Road
        Huntingdon, TN 38344

Bankruptcy Case No.: 07-07046

Chapter 11 Petition Date: September 26, 2007

Court: Middle District of Tennessee (Nashville)

Judge: George C. Paine II

Debtor's Counsel: Roy C. Desha, Jr., Esq.
                  Law Office of Roy C. Desha, Jr.
                  1106 18th Avenue South
                  Nashville, TN 37212
                  Tel: (615) 369-9600
                  Fax: (615) 369-9613

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 15 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
C&L Supply                                  $116,000
P.O. Box 578
Vinita, OK 74301

Medallion Financial Service                  $35,012
3870 New Gatwell Road
Memphis, TN 38118

Chase                                        $33,579
P.O. Box 15298
Wilmington, DE 19850

ATT                                          $29,105

Bank of America                              $25,748

U.S. Bank                                    $25,000

Innovative Bank Soho Loans                   $23,149

Capital One                                  $20,224

American Express                              $6,537

Citi Bank                                     $5,431

Citi (Exxon)                                  $4,832

P&E Distributors                              $1,000

Crop Production Service                         $746

Walmart                                         $422

Estate of Georgia H. Fields                  Unknown


I-5 SOCIAL: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: I-5 Social Services Corporation
        4491 West Shaw Avenue, Suite 100
        Fresno, CA 93722

Bankruptcy Case No.: 07-13032

Type of business: The Debtor is a private nonprofit organization
                  that aims to increase resources in rural
                  communities throughout the State of California,
                  through business enterprises and partnerships
                  that create childcare, economic development,
                  education, employment, health, housing and other
                  social programs and services.  See
                  http://www.i5ssc.org/

Chapter 11 Petition Date: September 25, 2007

Court: Eastern District of California (Fresno)

Judge: Whitney Rimel

Debtor's Counsel: T. Scott Belden, Esq.
                  4550 California Avenue, 2nd Floor
                  Bakersfield, CA 93309-1172
                  Tel: (661) 395-1000

Estimated Assets: $14,539,915

Estimated Debts:  $9,640,808

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
California Department of       business loan             $972,000
Education
Facilities Revolving Fund
P.O. Box 515006
Sacramento, CA 95851-5006

Enviroplex, Inc.               judgment against          $616,290
c/o David B. Walker, Esq.      debtor
1601 I Street, 5th Floor
Modesto, CA 95354

Bank of America                credit line               $164,140
333 South Beaudry Avenue,
11th Floor
Los Angeles, CA 90017-1486

Helen Guerra and Robert Lung   personal loan             $104,400

Kaplan                         purchase of playground     $73,818

Ralph Espinoza, Jr.            personal loan              $59,533

Internal Revenue Service       941 tax                    $28,569

                               penalties and interest     $19,096

Victor R. Fabionar             personal loan              $31,750

                               professional services       $1,481

Tony's Construction, Inc.      professional services      $19,976

Provident Investment Group     loan                       $19,652

Tri-City Engineering           professional services      $14,696

Hargrove & Constanzo           professional services       $6,012

Clean Source                   services rendered           $5,048

Savemart Supermarkets          purchase of food for        $4,464
                               centers

Employment Development         employee withholdings       $3,438
Department

Proteus, Inc.                  professional services       $3,418

Office Depot Credit Plan       purchase of office          $2,250
                               supplies

Mendota Food Center            purchase of supplies        $1,963


INNOVATIVE DESIGNS: Lawyer Wants Involuntary Petition Dismissed
---------------------------------------------------------------
The counsel for Innovative Designs Inc. filed on Sept. 24, 2007, a
motion to dismiss the bankruptcy case pending in the United States
Bankruptcy Court for the Western District of Pennsylvania, case
number 06-23921-MBM.

The motion noted that Eliotex SRL and Elio D. Cattan and all of
the petitioning creditors, who either initiated or joined the
involuntary petition, averred claims arising out of the default
arbitration award entered against IDI in Italy and subsequently
reduced to judgment in the United States.

The judgment entered against Innovative Designs by Eliotex and
Cattan has been purchased by French company Greystone Inc.  
Greystone was involved in litigation with Eliotex and Cattan in
arbitration proceedings in France on claims similar to those in
dispute between IDI and Eliotex/Cattan.

The Greystone matter was adjudicated by a French arbitration panel
which found in favor of Greystone and entered an award against
Eliotex and Cattan, jointly and severally.

Greystone, after determining that Eliotex/Cattan had no assets in
Europe with which to pay the award, reduced its award to judgment
in the U.S. District Court for the Western District of
Pennsylvania and subsequently evidenced the judgment in the Court
of Common Pleas of Allegheny County, Pennsylvania and commenced
execution proceedings.  

At sheriff's sale conducted Sept. 5, 2007, Greystone purchased the
Eliotex/Cattan judgment against Innovative Designs, and is now the
record owner of the judgment.

Greystone and IDI have reached an accommodation that provides for
all claims against IDI relating to the judgment to be withdrawn.  
The Eliotex/Cattan judgment was the basis for the Involuntary
Bankruptcy Petition filed against IDI, and Greystone would filing
a Withdrawal of Claim in the United States Bankruptcy Court for
the Western District of Pennsylvania, after which Innovative
Designs will seek the dismissal of the Case.

IDI chief executive officer Joseph Riccelli noted that the legal
proceedings had been fierce and protracted, and that IDI still
intends to pursue vindication through its pending appeal before
the Third Circuit Court of Appeals.

The Bankruptcy Court has established a response deadline to IDI's
Motion of Oct. 16, 2007, and a hearing on the Motion has been
scheduled for Oct. 23, 2007.

The Counsel for IDI is confident the case will be dismissed, as
the purported basis for the case has been extinguished.

                  About Innovative Designs Inc.

Headquartered in Bradenton, Florida, Innovative Designs Inc.
(OTCBB: IVDNQ) – http://www.idigear.com/-- manufactures the  
Arctic Armor(TM) Line, hunting apparel, swimwear, wind shirts,
jackets, sleeping bags, and the multi-function "All in One" under
the "i.d.i.gear" label featuring INSULTEX(TM).  


INTEGRAL FUNDING: S&P Puts Prelim. BB Rating on Class D Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Integral Funding Ltd.'s $1.589 billion floating-rate
notes due 2017.
     
The preliminary ratings are based on information as of
Sept. 26, 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 to each class of notes
        through the subordination of cash flows to the more
        junior classes and subordinate securities;

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

     -- The investment managers' experience; and

     -- The transaction's legal structure, including the
         issuer's bankruptcy remoteness.
   
                  Preliminary Ratings Assigned
                      Integral Funding Ltd.
    
     Class                        Rating           Amount
     -----                        ------           ------
     A-1                          AAA          $1,141,000,000
     A-2                          AAA            $232,000,000
     A-3                          AA              $56,000,000
     B                            A               $72,000,000
     C                            BBB             $42,000,000
     D                            BB              $46,000,000
     Subordinated securities      NR             $128,000,000
   
                        NR — Not rated.


IPALCO ENTERPRISES: S&P Revises Outlook to Stable from Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlooks on
Indianapolis-based utility holding company IPALCO Enterprises Inc.
and its primary subsidiary, electric utility Indianapolis Power &
Light Co., to stable from positive.  At the same time, S&P
affirmed the 'BB+' corporate credit ratings on both companies.  
IPALCO is a subsidiary of The AES Corp. (BB-/Stable/--).
     
The rating action can be traced to a revision in IPALCO's business
risk profile to satisfactory ('5') from strong ('4') to reflect
S&P's view that parent AES, which S&P characterize as having an
aggressive financial policy, may rely more heavily on its
subsidiaries to support its expansion activities.

Utility business risk profiles are categorized from '1'
(excellent) to '10' (vulnerable).  Although IPALCO's financial
parameters have modestly improved, they are not expected to
continue to strengthen to levels that would be solidly investment-
grade quality.
     
Ratings stability reflects expectations for IPALCO's consolidated
financial condition to remain consistent with 'BB' rating category
benchmarks, as well as a continuation of supportive regulatory
practices such as the environmental compliance cost recovery
tracker.  It also assumes no significant imposition of further
debt by AES on IPALCO's balance sheet and no additional material
reliance by AES on IPALCO's dividend stream.  

Although not considered likely, downside ratings pressure would
result if the company's financial profile were to erode, which S&P
would view most likely as a result of the above considerations.  
An upgrade could occur if the company can demonstrate its ability
to produce and sustain FFO to total debt in the mid- to upper-
teens percentage range.


JA BRUNTON: Case Summary & Three Largest Unsecured Creditors
------------------------------------------------------------
Debtor: J. A. Brunton, Inc.
        420 Post Road West
        Westport, CT 06880

Bankruptcy Case No.: 07-10776

Chapter 11 Petition Date: September 25, 2007

Court: District of Maine (Bangor)

Debtor's Counsel: George J. Marcus, Esq.
                  Marcus, Clegg & Mistretta, P.A.
                  100 Middle Street, East Tower
                  Portland, ME 04101-4102
                  Tel: (207) 828-8000

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its Three Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
Peter Ventre                     Trade Debt                $21,020
Corporate Finance Associates
75 Market Street, Suite 305
Portland, ME 04101

Birchwood Corners                Trade Debt                $16,000
250 Post Road East
Westport, CT 06880

AT&T Mobility                    Trade Debt                   $327
P.O. Box 536216
Atlanta, GA 30353-6216


LIBERTY SERIES: Moody's Rates AUD8 Mil. Class D Notes at (P)Ba2
---------------------------------------------------------------
Moody's Investors Service assigned provisional ratings to Liberty
Financial's inaugural $235 Million SME CMBS securitization.  The
notes are to be issued by Secured Funding Pty Limited in its
capacity as trustee of Liberty Series 2007-1 SME CMBS Trust.

Complete rating actions:

The rating assignments are:

   -- AUD192 Million, Class A Notes, rated (P)Aaa
   -- AUD31 Million, Class B Notes, rated (P)A2
   -- AUD4 Million, Class C Notes, rated (P)Baa1
   -- AUD8 Million, Class D Notes, rated (P)Ba2

Rating rationale:

Moody's assigned provisional ratings of (P)Aaa to the Class A
Notes, (P)A2 to the Class B Notes, (P)Baa1 to the Class C Notes,
and (P)Ba2 to the Class D Notes primarily based on these factors:

   -- the availability of all excess interest and all fee
      income to meet principal charge-offs;

   -- the Reserve Account funded by trapping excess spread to a
      maximum of 1.5% of the initial bond issued and available
      to meet losses and charge-offs;

   -- the threshold rate mechanism, which obligates the
      Servicer to set interest rates on the mortgage loans at a
      minimum rate above BBSW or higher, if the Trust's income
      is insufficient to cover the obligations of the Trustee
      under the Transaction Documents;

   -- the liquidity made available to the notes through the
      liquidity reserve account and the ability of the Trustee
      to use principal collections to meet interest shortfalls;

   -- the interest rate risk protection the structure receives
      from a fixed interest swap agreement with National
      Australia Bank (Aa1/P-1);

   -- the experience and expertise of Liberty Financial Pty Ltd
      (SQ2 rating as Primary Servicer and Special Servicer) in
      servicing mortgage loans; and

   -- the protection provided by a first ranking charge over
      the assets of the Trust granted to the Security Trustee
      on behalf of the noteholders.

The ratings address the expected loss posed to investors by the
legal final maturity.  Moody's ratings address only the credit
risks associated with the transaction.  Other non-credit risks
have not been addressed, but may have significant effect on yield
to investors.

Moody's issues provisional ratings in advance of the final sale of
securities and these ratings reflect Moody's preliminary credit
opinion regarding the transaction.  Upon a conclusive review of
the final versions of all the documents and legal opinions,
Moody's will endeavour to assign a definitive rating to the
transaction.  A definitive rating may differ from a provisional
rating.  Moody's ratings address only the credit risks associated
with the transaction, other non-credit risks have not been
addressed, but may have significant effect on yield to investors.  

Moody's ratings are subject to revision, suspension or withdrawal
at any time at our absolute discretion.  The ratings are
expressions of opinion and not recommendations to purchase, sell
or hold securities.


LKQ CORP: Moody's Places Corporate Family Rating at Ba3
-------------------------------------------------------
Moody's Investors Service assigned ratings to LKQ Corporation:

   -- Corporate Family Rating, Ba3;
   -- senior secured revolving credit, Ba3;
   -- senior secured term loan, Ba3; and
   -- Speculative Liquidity Rating, SGL-2

The new senior secured facilities will be used to finance LKQ's
announced acquisition of Keystone Automotive Industries Inc. for a
total consideration of about $811 million.  Keystone is a
distributor of aftermarket automotive body parts, bumpers,
refurbished alloy wheels, as well as paint and other materials
used in repairing damaged vehicles.

The ratings reflect the company's high leverage, and moderate
interest coverage following the acquisition of Keystone and
ongoing acquisition risk.  LKQ's acquisition of Keystone will
create the largest supplier of non-OEM aftermarket collision
replacement products.  The company's national footprint and
ability to maintain higher levels of in-stock parts is expected to
provide significant competitive advantages over smaller
competitors.  The ratings also reflect the risk that the organic
revenue growth enjoyed by the companies separately may be slowed
somewhat by customer attrition or slower market share gains than
experienced in the past by each company. The outlook is stable.

The stable outlook reflects Moody's expectation that LKQ will
successfully integrate the Keystone operations as both companies
have significant experience with acquisitions.  Even with slower
than expected growth the company should maintain credit metrics
consistent with the Ba3 rating barring an industry event such as
continued patent infringement litigation.  The company is expected
to maintain a good liquidity profile over the near term.

On a pro forma basis, initial leverage is estimated to be 4x while
EBIT/Interest is estimated at 3x.  Management has identified
synergies including overhead savings, and warehouse and shipping
route consolidations which are expected to be realized over the
next two years.  At closing, the new $100 million revolving credit
facility is expected to be undrawn and the combined company will
have about $17 million of cash on hand.  Covenants are expected to
be set at levels sufficient for the company to access the complete
revolver in the near term.  Both LKQ and Keystone have generated
free cash flow before acquisitions over the recent years which is
expected to continue albeit at lower levels in the near-term due
to higher levels of capital expenditures.

Ratings assigned:

   -- Corporate Family Rating, Ba3

   -- Probability of Default, Ba3

   -- Speculative Grade Liquidity Rating, SGL-2

   -- $100 million senior secured revolving credit facility,
      Ba3 (LGD3, 51%)

   -- $650 million senior secured term loan, Ba3 (LGD3, 51%)

The Ba3 (LGD3 51%) rating of the senior secured credit facilities
reflects the facilities' high proportion of the company's capital
structure and nominal support provided by non-debt liabilities
such as non-priority trade payables and unfunded pension
obligations.

Future events that have the potential to drive LKQ's outlook or
ratings lower include:

   i. additional litigation from OEMs limiting the importation
      of aftermarket replacement parts,

  ii. higher than expected customer attrition rates,

iii. complications with the integration of LKQ and Keystone,

  iv. significant deterioration in liquidity, or

   v. additional acquisitions.

Consideration for a lower rating could arise if any combination of
these factors results in leverage being maintained at over 4.5x or
EBIT/ interest coverage below 2x.

Future events that have the potential to drive LKQ's outlook
higher include: a sustained improvement in operating performance
which results in Debt/EBITDA approaching 3.0x, and EBIT/Interest
coverage approaching 3.5x.

LKQ Corporation is the largest nationwide provider of recycled
light vehicle OEM products and related services and the second
largest nationwide provider of aftermarket collision replacement
products and refurbished wheels.  LKQ operates over 130 facilities
offering its customers a broad range of replacement systems,
components, and parts to repair light vehicles.


LOEHMANN'S HOLDINGS: S&P Affirms Ratings and Revises Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Loehmann's Holdings Inc. to negative from stable.  At the same
time, S&P affirmed the 'B-' corporate credit rating and the 'CCC'
rating on the $110 million senior secured notes due 2011 held at
Loehmann's Capital Corp.  The outlook revision reflects continued
poor operating performance, a deterioration in credit
protection metrics, and a tightening of the company's liquidity
position.
     
The ratings on New York City-based Loehmann's Holdings Inc.
reflect participation in the highly competitive off-price apparel
retailing market, small cash flow base, inconsistent operating
history, high debt leverage, and weak liquidity position.  
"Loehmann's has been marked by declining performance
over the past few years," said Standard & Poor's credit analyst
David Kuntz, "and recent performance remains below expectations.  
We expect continued softness in operations in the near term."


LONDON FOG: Unsecured Creditors to Get Up To 27% Under Plan
-----------------------------------------------------------
London Fog Group Inc. and its debtor-affiliates, and the Official
Committee of Holding Unsecured Creditors, on Sept. 21, 2007, filed
with the United States Bankruptcy Court for the District of Nevada
their Joint Chapter 11 Plan of Reorganization and Disclosure
Statement explaining that Plan.

The Plan Proponents tell the Court that the Plan does not include
debtor-affiliates Homestead Holdings Inc.

The Debtors disclose that they have approximately $5.4 million in
cash, which includes approximately $1.9 million held in the a
trust account at the Debtors' general bankruptcy counsel, Perkins
Coie LLP.

                       Overview of the Plan

The Plan contemplates the liquidation and dissolution of the
Debtors' property for distribution to their creditors in
accordance with the priority scheme under the Bankruptcy Code.

Under the Plan, a disbursing agent will be appointed and will
be responsible for the administration of the Debtors' Plan.  On
behalf of the Debtors as sole shareholder of Homestead Holdings,
the disbursing agent will have authority to continue to operate
Homestead Holdings as debtor and debtor-in-possession after the
effective date.

At the effective date, all of the Debtors' estates will be
substantively consolidated, and all of assets of the Debtors will
be considered assets of the consolidated estates.

                       Treatment of Claims

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

Priority Claims, including tax priority and employee claims, will
also be paid in full.  Penalties and postpetition interest will
not be paid.

General Unsecured Creditors, holding claims totaling approximately
$15.4 million, will receive a pro rata payment from the total
amount of cash available.  The Plan Proponents say that unsecured
creditors will receive between 15% to 27% of their claims.  The
Debtors disclose that unsecured creditors still have $11.7 million
in disputed claims.

Holders of Equity Interests will not receive any distribution or
property under the Plan.

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


                       About London Fog

Headquartered in Seattle, Washington, London Fog Group Inc.
nka PTI Holding Corp. -- http://londonfog.com/-- designs and
retails jackets and other professional apparel.  The company
and its affiliates first filed for chapter 11 protection on
Sept. 27, 1999  (Bankr. D. of Delaware, Lead Case No. 99-03446).

On March 20, 2006, the company filed for a second chapter 11
protection (Bankr. D. Nev. Case No. 06-50146), with six
affiliates, including its parent company, PTI Holding Corp.,
filing separate chapter 11 petitions.  London Fog's case is
consolidated under PTI Holding Corp.'s bankruptcy case (Bankr.
D. Nev. Case No. 06-50140)

Stephen R. Harris, Esq., at Belding, Harris & Petroni, Ltd.
and Alan D. Smith, Esq., at Perkins Coie LLP represent the
Debtors in their restructuring efforts.  Aron M. Oliner, Esq.,
at Buchalter Nemer and David C. McElhinney, Esq., at Beckley
Singleton, Chtd. represent the Official Committee of General
Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they estimated assets and debts between
$50 million to $100 million.


LONDON FOG: Disclosure Statement Hearing Scheduled on October 30
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Nevada will
convene a hearing on Oct. 30, 2007, at 10:30 a.m., to consider the
adequacy of the Disclosure Statement explaining the Joint Chapter
11 Plan of Reorganization filed by London Fog Group Inc. and its
debtor-affiliates, and the Official Committee of Holding Unsecured
Creditors.

Headquartered in Seattle, Washington, London Fog Group Inc.
nka PTI Holding Corp. -- http://londonfog.com/-- designs and
retails jackets and other professional apparel.  The company
and its affiliates first filed for chapter 11 protection on
Sept. 27, 1999  (Bankr. D. of Delaware, Lead Case No. 99-03446).

On March 20, 2006, the company filed for a second chapter 11
protection (Bankr. D. Nev. Case No. 06-50146), with six
affiliates, including its parent company, PTI Holding Corp.,
filing separate chapter 11 petitions.  London Fog's case is
consolidated under PTI Holding Corp.'s bankruptcy case (Bankr.
D. Nev. Case No. 06-50140)

Stephen R. Harris, Esq., at Belding, Harris & Petroni, Ltd.
and Alan D. Smith, Esq., at Perkins Coie LLP represent the
Debtors in their restructuring efforts.  Aron M. Oliner, Esq.,
at Buchalter Nemer and David C. McElhinney, Esq., at Beckley
Singleton, Chtd. represent the Official Committee of General
Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they estimated assets and debts between
$50 million to $100 million.


MARIE LOIZOU: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Maria Loizou
        1371 West Little Neck Road
        Virginia Beach, VA 23452

Bankruptcy Case No.: 07-72148

Chapter 11 Petition Date: September 25, 2007

Court: Eastern District of Virginia (Norfolk)

Judge: David H. Adams

Debtor's Counsel: Joseph T. Liberatore, Esq.
                  Marcus, Santoro & Kozak, P.C.
                  1435 Crossways Boulevard, Suite 300
                  Chesapeake, VA 23320
                  Tel: (757) 222-2224
                  Fax: (757) 333-3390

Total Assets: $8,891,009

Total Debts:  $7,319,384

Debtor's List of its 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
Yossi Amuial                     Personal Loan             $67,000
c/o W. David Timberlake
2101 Parks Avenue
Virginia Beach, VA 23451

Chase Auto Finance               2006 Hummer H1 Alpha     $147,000
P.O. Box 78067                                            Secured:
Phoenix, AZ 85062-8067                                    $103,325

Cardmember Service               Disney VISA               $20,581
P.O. Box 15153
Wilmington, DE 19886-5153
                                 Chase Freedom - VISA       $7,167

Washington Mutual                VISA Credit Card          $18,701

HFC                              Bank Loan                  $6,540

Bank of America                  VISA                       $4,528

City of Virginia Beach           Property Tax               $4,168

Capital One Bank                 Master Card                $5,272

Scott N. Alperin, P.C.           Title Search               $2,004

Wells Fargo Financial            Bank Loan                  $1,051

Home Depot                       Dept. Store Credit Card      $661

Commonwealth of Virginia                                   Unknown

GMAC Mortgage, LLC                                         Unknown

Internal Revenue Service                                   Unknown


MERITAGE MORTGAGE: Low Credit Levels Cue Moody's to Review Ratings
------------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade certain certificates issued by Meritage Mortgage Loan
Trust 2004-1 and 2004-2.  Both transactions are backed by first
and second-lien fixed and adjustable-rate subprime mortgage loans
originated by Meritage Mortgage Corp.

Seven tranches from Meritage Mortgage Loan Trust 2004-1 and 2004-2
are placed under review for possible downgrade because the current
credit enhancement provided by subordination,
overcollateralization and excess spread for each deal is low
compared to the projected pipeline losses of the underlying pool.  
Meritage Mortgage Loan Trust 2004-1 has a pool factor of 8.2%.  
The stepping down and continuous losses have left the deal with
thin credit enhancement level and made it more vulnerable to pool
deterioration in the tail end of a deal's life.

The complete rating actions are:

Issuer: Meritage Mortgage Loan Trust

Review for possible downgrade:

   -- Series 2004-1, Class M-4, current rating A2, under review
      for possible downgrade;

   -- Series 2004-1, Class M-5, current rating A3, under review
      for possible downgrade;

   -- Series 2004-1, Class M-6, current rating Baa1, under
      review for possible downgrade;

   -- Series 2004-1, Class M-7, current rating Ba3, under
      review for possible downgrade;

   -- Series 2004-1, Class M-8, current rating B3, under review
      for possible downgrade;

   -- Series 2004-2, Class M-9, current rating Baa3, under
      review for possible downgrade;

   -- Series 2004-2, Class M-10, current rating Ba1, under
      review for possible downgrade.  


ML-CFC: Fitch Affirms B- Rating on $3 Million Class P Certs.
------------------------------------------------------------
Fitch has affirmed ML-CFC commercial mortgage pass-through
certificates series 2006-3 as:

  -- $58.8 million class A-1 at 'AAA';
  -- $163 million class A-2 at 'AAA';
  -- $34 million class A-3 at 'AAA';
  -- $118 million class A-SB at 'AAA';
  -- $971.8 million class A-4 at 'AAA';
  -- $343.2 million class A-1A at 'AAA';
  -- $242.5 million class AM at 'AAA';
  -- $191 million class AJ at 'AAA';
  -- Interest only class XP at 'AAA';
  -- Interest only class XC at 'AAA';
  -- $48.5 million class B at 'AA';
  -- $18.2 million class C at 'AA-';
  -- $48.5 million class D at 'A';
  -- $21.2 million class E at 'A-';
  -- $36.4 million class F at 'BBB+';
  -- $24.3 million class G at 'BBB';
  -- $21.2 million class H at 'BBB-';
  -- $12.1 million class J at 'BB+';
  -- $6.1 million class K at 'BB';
  -- $9.1 million class L at 'BB-';
  -- $6.1 million class M at 'B+';
  -- $6.1 million class N at 'B';
  -- $3 million class P at 'B-'.

The $33.3 million class Q and interest only class XR are not rated
by Fitch.

The affirmations are due to the pool's stable performance and
limited paydown since issuance.  As of the September 2007
distribution report, the transaction has paid down 0.3% to $2.42
billion from $2.43 billion at issuance.

Two loans (1.3%) transferred to special servicing subsequent to
the September 2007 distribution date.  The loans, secured by two,
adjoining multi-family properties located in Webster, TX were
transferred due to property condition proceedings initiated by the
city of Webster, TX.

One loan, 6.4% of the pool, maintains an investment grade credit
assessment.  The loan is secured by a regional mall and adjoining
medical office building located in San Francisco, CA.  The
combined March 2007 occupancy was 95%, a decline from 96.5% at
issuance.


MORGAN STANLEY: Moody's Junks Rating on $8.6MM Class N Certs.
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed the ratings of nine classes of Morgan Stanley Mortgage
Capital I Inc, Commercial Mortgage Pass-Through Certificates,
Series 1999-RM1 as:

   -- Class A-2, $248,339,348, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $42,967,000, affirmed at Aaa
   -- Class C, $45,116,000, affirmed at Aaa
   -- Class D, $12,890,000, affirmed at Aaa
   -- Class E, $34,374,000, affirmed at Aaa
   -- Class G, $10,742,000, upgraded to Aaa from Aa3
   -- Class H, $23,632,000, upgraded to A2 from Baa1
   -- Class L, $6,445,000, affirmed at B2
   -- Class M, $8,594,000, affirmed at B3
   -- Class N, $8,593,000, affirmed at Caa2

As of the Sept. 17 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 43.2% to
$487.9 million from $859.4 million at securitization.  The
certificates are collateralized by 141 mortgage loans secured by
commercial and multifamily properties.  The loans range in size
from less than 1% to 5.3% of the pool, with the top 10 loans
representing 19.5% of the pool.

Twenty-six loans, representing 25.2% of the pool, have defeased
and have been replaced with U.S. Government securities.  Six loans
have been liquidated from the pool resulting in aggregate realized
losses of about $7.5 million.  There is one loan in special
servicing.  Moody's estimates about $2.1 million of losses for
this specially serviced loan.  Thirty-five loans, representing
19.4% of the pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2006 operating results for
95.9% of the pool.  Moody's loan to value ratio is 68.5%, compared
to 78.7% at Moody's last full review in August 2006, and compared
to 89% at securitization.  Moody's is upgrading Classes G and H
due to an increased percentage of defeased loans and increased
subordination levels.

The top three conduit loans represent 10.5% of the pool.  The
largest loan is the Lancaster Commerce Center Loan
($25.8 million - 5.3%), which is secured by a 300,000 square foot
regional shopping center located in Lancaster, California.
Lancaster is located approximately 77 miles northwest of Los
Angeles.  The property is shadow anchored by Target and Ralph's
Supermarket.  Occupancy as of March 2007 is 98%, compared to 95.5%
at last review and compared to 86% at securitization.  The loan
matures in September 2008 and has amortized by about 10.6% since
securitization.  Moody's LTV is 89.8%, compared to 91.5%, at last
review and compared to 105% at securitization.

The second largest loan is the Metro Pike Center Loan
($13.6 million -- 2.8%), which is secured by a 64,087 square foot
shopping center located in Rockville, Maryland.  The current
occupancy is 99.6%, essentially the same as at last review and at
securitization.  The loan matures in July 2008 and has amortized
by about 9.9% since securitization.  Moody's LTV is 75.9%,
compared to 77.2% at last review and compared to 98% at
securitization.

The third largest conduit loan is the Hawthorne Woods Apartments
Loan ($11.5 million -- 2.4%), which is secured by a 345-unit
garden apartment complex built in 1990.  The property is located
in Lithonia, Georgia 15 miles east of Atlanta.  As of June 2007
occupancy was 86.6%, compared to 91% at last review and compared
to 97.4% at securitization.  The loan is on the watchlist due to a
decrease in debt service coverage.  The loan matures in August
2008 and has amortized by 10.8% since securitization.  Moody's LTV
is 96.2%, compared to in excess of 100% at last review and
compared to 97.9% at securitization.


MOSAIC CO: Prepays $300 Million of Credit Facility
--------------------------------------------------
The Mosaic Company has elected to prepay $300 million principal
amount of term loans under its senior secured bank credit facility
on Sept. 28, 2007.  

With this payment, Mosaic will have prepaid $700 million in the
past five months.  The prepayments will consist of:

   -- $112.8 million principal amount of Term Loan A-1
      borrowings and $174.3 million principal amount of Term
      Loan B borrowings by Mosaic; and

   -- $12.9 million principal amount of Term Loan A
      borrowings by its subsidiary, Mosaic Potash Colonsay ULC.

After the prepayments, outstanding term loans under the Facility
will be reduced to:

   -- $15.1 million principal amount of Term Loan A borrowings;      
   
   -- $132 million principal amount of Term Loan A-1
      borrowings; and
   
   -- $203.9 million principal amount of Term Loan B
      borrowings.
    
The prepayments were made from available cash generated by the
ongoing business operations of Mosaic and its subsidiaries. Mosaic
considers the prepayments to be a significant step in its plan to
reduce outstanding borrowings, strengthen its balance sheet, and
achieve investment grade credit ratings.

                    About The Mosaic Company
    
Headquartered in Plymouth, Minnesota, The Mosaic Company (NYSE:
MOS) -- http://www.mosaicco.com/-- is a producer and marketer of  
concentrated phosphates and potash crop nutrients.  For the
agriculture industry, Mosaic is a single source of phosphates,
potash, nitrogen fertilizers and feed ingredients.

                           *     *     *

In September 2006, Moody's Investor Services placed The Mosaic
Company's probability of default rating at 'Ba3', which still
holds to date.  The outlook is stable.  

Standard & Poor's assigned a 'BB' rating on the company's long
term foreign and local issuer credit ratings in October 2004.  
These ratings hold to date.


NASDAQ STOCK: Borse Dubai Raises Cash Offer for OMX AB
------------------------------------------------------
Borse Dubai Limited has raised its cash offer to SEK265 for each
share in OMX AB (publ).  Borse Dubai has also changed the
acceptance level condition under its offer from more than 90% to
more than 50%.  The other terms and conditions of the Borse Dubai
Offer remain the same as announced on Aug. 17, 2007, by Borse
Dubai, and on Sept. 20, 2007, by Borse Dubai and The NASDAQ Stock
Market, Inc.

NASDAQ and Borse Dubai are joining efforts to provide a
compelling, long-term enhancement and growth strategy for OMX and
the Nordic and Baltic region.  Borse Dubai and NASDAQ have now
secured irrevocable undertakings from Investor AB (publ), Nordea
Bank AB (publ), Olof Stenhammar, Didner & Gerge Fonder AB,
Nykredit Realkredit A/S and Magnus Bocker, who in aggregate hold
approximately 18.5% of the total number of votes and shares in
OMX, at the increased price of Borse Dubai's cash offer.

The combination of Borse Dubai's shares in OMX, the option
agreements entered into on 9 August 2007 and the irrevocable
undertakings entered into will result in Borse Dubai holding no
less than 57.4 million OMX shares, representing no less than 47.6%
of the total number of votes and shares in OMX.  This assumes that
the Borse Dubai Offer is completed and that the conditions to the
option agreements and the irrevocable undertakings are satisfied.  
As a result of the increased offer, the strike price of the option
agreements will increase to SEK265 per OMX share.  As agreed
between Borse Dubai and NASDAQ, these OMX shares as well as shares
tendered in the Borse Dubai Offer, are expected to be sold to
NASDAQ.  The irrevocable undertakings are assignable to NASDAQ
under certain circumstances.

The irrevocable undertakings commit the Selling Shareholders to
tender all of their shares into the Borse Dubai Offer, subject,
inter alia, to the conditions that:

   (i) the Borse Dubai Offer opens for acceptances no later
       than Feb. 15, 2008 and;

  (ii) no party, before the Borse Dubai Offer is made wholly
       unconditional, makes a bona fide unsolicited competing
       offer at minimum of SEK303 per OMX share which Borse
       Dubai does not match within fifteen banking days.

The irrevocable undertakings will automatically terminate upon,
inter alia, the termination or withdrawal of the Borse Dubai
Offer, Borse Dubai reducing the acceptance level condition below
50% and in any event no later than 11:59 p.m. (New York time) on
April 1, 2008.

On Sept. 20, 2007, Borse Dubai and NASDAQ disclosed a series of
transactions that will create a global financial market place with
a unique footprint spanning the U.S., Europe, the Middle East and
strategic emerging markets.  These transactions are unaffected by
this announcement apart from these:

   * Borse Dubai has agreed to increase its offer by SEK35 per
     OMX share or by SEK4,222 million (approximately
     $649 million) to SEK31,970 million (approximately
     $4.914 billion)

   * NASDAQ has agreed to increase the cash component of its
     agreement with Borse Dubai by SEK1,206 million
     (approximately $185 million) to SEK12,583 million
     (approximately $1.934 billion), corresponding to SEK10 per
     OMX share, of the total increase of SEK35 per OMX share

   * As a result, Borse Dubai has effectively agreed to pay an
     incremental SEK3,016 million (approximately $464 million),   
     representing an increase of SEK25 per OMX share, of the
     total increase of SEK 35per OMX share

"The OMX combination and the prospect of building a world-class
global marketplace, unique in its reach and growth potential, will
bring benefits to our shareholders and stakeholders alike," Bob
Greifeld, President and Chief Executive Officer of NASDAQ, said.  
"We will seek to be a catalyst to attract more investment,
listings and trading to the Nordic and Baltic marketplace.  We
thank Investor, Nordea Bank, Olof Stenhammar, Didner & Gerge,
Nykredit and Magnus Bocker for supporting this offer by entering
into irrevocable undertakings."

"The opportunities for OMX, Borse Dubai and NASDAQ to further
develop and link mature and emerging markets through our new
combination are very significant," Essa Kazim, Chairman of Borse
Dubai, said.  "These efforts will place the Nordic and the Baltic
markets in a key and pivotal position among global financial
centers and Sweden will be a centrepiece for those efforts.  We
are very pleased to be the first global exchange to bridge the
U.S, Europe and the Middle East."

              NASDAQ and Borse Dubai Commitment

NASDAQ and Borse Dubai are committed to Finansplats Stockholm and
the Nordic and Baltic region, including the Nordic and Baltic
regulatory and operational frameworks and procedures.  NASDAQ and
Borse Dubai recognise that the Stockholm financial sector is one
of the most important drivers of the Swedish economy.  The
strategy of the new company, to be formed by NASDAQ's acquisition
of OMX from Borse Dubai following completion of the Borse Dubai
Offer and to be called The NASDAQ OMX Group, Inc., builds on the
strong existing businesses, market models and stakeholder
influence of OMX.

NASDAQ and Borse Dubai will support investments in ongoing
research and development in Stockholm and will promote Stockholm
as a global financial technology and know-how centre of
excellence.  NASDAQ OMX will provide the Nordic and Baltic region
and Finansplats Stockholm the resources and infrastructure
necessary to grow the business, which is likely to increase
employment opportunities in Stockholm, and will seek to ensure
that Stockholm is acknowledged as a leading financial centre in
Northern Europe by 2010.  In order to strengthen the competitive
position of Finansplats Stockholm, NASDAQ and Borse Dubai fully
support the ongoing development of areas such as:

   * Regulation and supervision: NASDAQ OMX will be committed
     to the existing Nordic and Baltic regulatory and
     operational frameworks, procedures and efficient
     supervisory authority.  NASDAQ will continue its active
     engagement with the U.S. Securities and Exchange
     Commission, Treasury Department and Congress to ensure
     that there is no U.S. regulatory spillover directly or
     indirectly as a result of this transaction.  The Financial
     Supervisory Authorities in all the seven jurisdictions
     concerned have received written assurances to this effect
     from the SEC;

   * Competition: NASDAQ OMX will safeguard the Nordic and
     Baltic region's competitive position in the upcoming MiFID
     environment by enhanced efficiencies and innovative
     approaches to trading and pan-European market structure;

   * Efficiency and transparency: NASDAQ OMX will continue to
     focus on low cost, transparency and market efficiency to
     the benefit of the Nordic and Baltic capital markets;

   * Education and research: NASDAQ OMX will stimulate
     education and research through, among others, seminars and
     academic committees within the concept of Finansplats
     Stockholm.

Furthermore, NASDAQ confirms its commitment to:

   * the European headquarters of NASDAQ OMX being located in
     Stockholm;

   * the world technology business headquarters of NASDAQ OMX
     being located in Stockholm;

   * key senior positions remaining in Stockholm, including
     Head of Technology business, Head of Technology
     Operations, Head of Nordic Marketplace;

   * four OMX directors being recommended to be on the NASDAQ
     OMX Board, including the Deputy Chairman; and

   * the OMX Nordic Exchange Board remaining as is, with its
     current Nordic composition.

NASDAQ and Borse Dubai are confident that, together, the two
organizations can provide OMX with strong growth opportunities
within the developed, European financial markets with Stockholm as
the operational base for pan-European efforts, as well as in the
emerging markets using its Stockholm-based technology business and
know-how to help develop capital markets in high growth regions
worldwide.

                        About Borse Dubai

Incorporated on Aug. 7, 2007, in the Dubai International Financial
Centre, Borse Dubai Limited is 60 per cent owned by the Investment
Corporation of Dubai, 20 per cent by Dubai Group LLC (a member of
the Dubai Holding Group) and 20 per cent by DIFC Investments LLC.  
Borse Dubaia's sole business purpose is to act as a holding
company for investments in stock exchanges, including the Dubai
Financial Market and the Dubai International Financial Exchange.

                        About NASDAQ Stock

Headquartered in New York City, The Nasdaq Stock Market Inc.
(Nasdaq: NDAQ) -- http://www.nasdaq.com/-- is an electronic        
equity securities market in the United States with about 3,200
companies.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 24, 2007,
Moody's Investors Service placed the Ba3 corporate family rating
of Nasdaq Stock Market Inc. on review for upgrade.  


NEIMAN MARCUS: Posts $15.9 Million Net Loss in Qtr. Ended July 28
-----------------------------------------------------------------
Neiman Marcus Inc. reported Thursday financial results for the
fourth quarter ended July 28, 2007.  On Oct. 6, 2005, the company
completed the acquisition of Neiman Marcus Inc. by an investor
group led by TPG Capital, fka Texas Pacific Group, and Warburg
Pincus LLC.  The accompanying condensed consolidated statements of
earnings and related information present the company's results of
operations for the period preceding the acquisition and the period
succeeding the acquisition.  The results of operations have been
prepared by comparing the results of the successor for the 52
weeks ended July 28, 2007, to the mathematical combination of the
successor and predecessor periods in the 52 weeks ended July 29,
2006.  

For the fourth quarter of fiscal year 2007, the company reported a
net loss of $15.9 million, compared with a net loss of
$42.0 million for the same period ended July 29, 2006.  Total
revenues for the fourth quarter of fiscal year 2007 were
$981.7 million compared to $897.1 million in the prior year.
Comparable revenues increased 7.0 percent.  Operating earnings for
the fourth quarter of fiscal year 2007 were $32.2 million compared
to $21.2 million for the fourth quarter of fiscal year 2006.  
Adjusted operating earnings, which exclude the impact of certain
items, were $55.8 million in the fourth quarter of fiscal year
2007 compared to $37.8 million in the fourth quarter of fiscal
year 2006, an increase of 47.6 percent.

For fiscal year 2007, the company reported total revenues of
$4.4 billion compared to $4.0 billion in the prior year.
Comparable revenues increased 6.7 percent.  Operating earnings for
fiscal year 2007 were $476.8 million compared to $329.0 million
for the comparable period a year ago.  Adjusted operating earnings
for fiscal year 2007 were $550.4 million compared to
$446.5 million for the comparable period a year ago, an increase
of 23.3 percent.  Net income for fiscal year 2007 was
$111.9 million compared to net income of $56.6 million for fiscal
year 2006.

               Other Items Excluded in Computation
                  of Adjusted Operating Earnings

As a result of the acquisition, the company recorded costs related
to the amortization of customer lists and favorable lease
commitments in both the fourth quarters of fiscal year 2007 and
2006 of approximately $18.1 million.  These amortization costs
totaled $72.3 million and $59.6 million for the 52 weeks ended
July 28, 2007, and July 29, 2006, respectively.  The company also
recorded other net expense of $5.5 million in the fourth quarter
of fiscal year 2007 which includes an $11.5 million pretax
impairment charge related to the writedown to fair value in the
net carrying value of the Horchow tradename, offset by
$6.0 million of other income related to aged, non-escheatable gift
cards.  In addition, the company recorded other income of
approximately $4.2 million in the first quarter of fiscal year
2007 which represents proceeds it received from its investment in
an internet retailer.  These three items resulted in a net other
expense of $1.3 million for fiscal year 2007.  The company also
recorded other non-cash items related to various valuation
adjustments that resulted in a credit of approximately
$1.5 million in the fourth quarter of fiscal year 2006 and charges
totaling $34.4 million for the 52 weeks ended July 29, 2006.  
Also, prior to consummation of the acquisition, the company
recorded in the first quarter of fiscal year 2006 transaction and
other costs of approximately $23.5 million.

                     Discontinued Operations

In December 2006, the company completed both the purchase of the
minority interest and the sale of Kate Spade LLC for pretax net
cash proceeds of approximately $62.1 million.  Also, the company
sold its majority interest in Gurwitch Products L.L.C. in July
2006 for pretax net cash proceeds of approximately $40.8 million.
The company's financial statements reflect Kate Spade LLC and
Gurwitch Products L.L.C. as discontinued operations for all
periods presented.

                          Balance Sheet

At July 28, 2007, the company's consolidated balance sheet showed
$6.50 billion in total assets, $4.94 billion in total liabilities,
and $1.56 billion in total stockholders' equity.

Full text copies of the company's consolidated financial
statements for the year ended July 28, 2007, are available for
free at http://researcharchives.com/t/s?23c0

                       About Neiman Marcus

Neiman Marcus Inc. -- http://www.neimanmarcusgroup.com/-- is an  
upscale, specialty retail department store, operated by the Neiman
Marcus Group in the United States.  The company is headquartered
in Dallas, Texas, and competes with such establishments as
Bloomingdale's, Nordstrom, and Saks Fifth Avenue.  The Neiman
Marcus Group also operates the exclusive Bergdorf Goodman
specialty, retail department stores on Fifth Avenue in New York
City and a direct marketing division, Neiman Marcus Direct, which
operates catalogue and online operations under the "Horchow,"
"Neiman Marcus" and "Bergdorf Goodman" names.

                          *     *     *

Neiman Marcus Group Inc. still carries Fitch's 'B' Issuer Default
Rating last placed on May 21, 2007.


NEPHROS INC: Inks Deal Selling $12.7 Mil. of Series A 10% Notes
---------------------------------------------------------------
Nephros Inc. has entered into several subscription agreements
whereby Lambda Investors LLC, GPC 76 LLC, Lewis P. Schneider and
Enso Global Equities Partnership LP will collectively purchase an
aggregate of approximately $12.7 million principal amount of
Series A 10% Secured Convertible Notes due 2008 of Nephros, for
the face value thereof.

Concurrent with the company entering into these subscription
agreements, Nephros has entered into an exchange agreement with
Southpaw Credit Opportunity Master Fund LP, 3V Capital Master Fund
Ltd, Distressed/High Yield Trading Opportunities Ltd., Kudu
Partners L.P. and LJHS Company, which each agreed to exchange the
principal and accrued but unpaid interest under the outstanding
$5,200,000 in initial principal amount of the 6% Secured
Convertible Notes due 2012 of Nephros, for new Series B 10%
Secured Convertible Notes due 2008, in an aggregate principal
amount of $5,300,000.

Stockholders representing a majority of the outstanding shares of
Nephros have agreed to the issuance of shares of the company's
common stock upon the conversion of the Series A and Series B
Notes and exercise of the Class D Warrants issuable upon such
conversion.

Stockholders representing a majority of the outstanding shares
also adopted an amendment to Nephros' fourth amended and restated
certificate of incorporation to increase the authorized shares of
common stock of Nephros to 60 million. These approvals will become
effective twenty days after a definitive Schedule 14C Information
Statement is sent or given the company's stockholders.

When the approval does become effective, all principal and accrued
but unpaid interest under the new Series A and Series B notes will
automatically convert to Nephros common stock at a conversion
price per share equal to $0.706.

In the case of the Series A Notes, Class D Warrants also will be
issued for the purchase of shares of common stock in the amount of
50% of the number of new shares issued at conversion, with an
exercise price per share of common stock equal to $0.90.

While outstanding, the Series A and Series B Notes will accrue
interest at a rate of 10% per annum, compounded annually and
payable in arrears at maturity or conversion.  The Series A and
Series B Notes are secured by a first lien and security interest
on all of Nephros' assets.  The Class D Warrants, when issued,
will have a term of five years and will be non-callable by
Nephros.

"Nephros will have the resources to accelerate and complete its
human clinical trial on the road to regulatory approval of the
company's Olpur(TM) H2H(TM) Hemodiafiltration Module and Olpur(TM)
MD 220 Hemodiafilter in the United States," said Norman Barta,
president and CEO.  "At the same time, we're placing our water
filtration products on the fast track, moving forward with our
marketing and sales in the hospital environment well as our
related military product development. We look forward to this
exciting new phase of progress for Nephros."

                      About Nephros Inc.

Headquartered in New York, Nephros Inc. (Amex: NEP) --
http://www.nephros.com/-- is a medical device company developing  
and marketing products designed for the End-Stage Renal Disease
(ESRD) patient.  Nephros also markets a line of water filtration
products, the Dual Stage Ultrafilter (DSU).

At June 30, 2007, the company's consolidated financial statements
for the quarter ended June 30, 2007, showed $2.4 million in total
assets, $7.4 million in total liabilities, and $5 million in total
stockholders' deficit.

                      Going Concern Doubt
    
Deloitte & Touche LLP expressed substantial doubt about Nephros
Inc.'s ability to continue as a going concern after auditing the
company's financial statements for the years ended Dec. 31, 2006,
and 2005.  The auditing firm pointed to the company's recurring
losses and difficulty in generating sufficient cash flow to meet
its obligations and sustain its operations.

In addition, as reported in the Troubled Company Reporter on
Aug. 9, 2007, the company has received on July 23, 2007, a letter
from representatives of Marty Steinberg Esq., as Receiver for
Lancer Offshore Inc., notifying it of its failure to pay the third
installment under the Settlement entered into on Nov. 8, 2005,
between the Receiver and the company.  


NEPHROS INC: William Fox Resigns as Executive Chairman & Director
-----------------------------------------------------------------
William J. Fox resigned as executive chairman and director of
Nephros Inc.'s board and Judy S. Slotkin, W. Townsend Ziebold, Jr.
and Howard Davis resigned as directors of the board on Sept. 19,
2007.

"Bill Fox has been a dedicated and committed executive chairman
for Nephros," Dr. Eric A. Rose, lead director of the company,
noted.  "We wish him well in his future endeavors.  I also wish to
acknowledge the good counsel of Mr. Ziebold, Mr. Davis and Ms.
Slotkin during their tenure on the Nephros board."

Effective Sept. 19, 2007, in conjunction with the closing of the
financing, Paul A. Mieyal and Arthur H. Amron were appointed
directors of Nephros.  Dr. Mieyal and Mr. Amron are employed by
Wexford Capital LLC, a registered investment advisory firm that
manages Lambda.

Dr. Mieyal is a vice president of Wexford Capital.  Prior to that,
he was vice president in charge of health care investments for
Wechsler & Co. Inc. a private investment firm and registered
broker dealer.

Dr. Mieyal serves as director of Danube Pharmaceuticals Inc.,
Epiphany Biosciences Inc., GlobeImmune Inc., Interventional Spine
Inc., Microbiogen Pty Ltd., Nile Therapeutics Inc., and Tigris
Pharmaceuticals Inc.  Dr. Mieyal received his Ph.D. in
pharmacology from New York Medical College, a B.A. in chemistry
and psychology from Case Western Reserve University, and is a
Chartered Financial Analyst.

Mr. Amron is a partner of Wexford Capital and serves as its
General Counsel.  He participates in various private equity
transactions, particularly in the bankruptcy and restructuring
areas, and has served on the board committees of a number of
public and private companies in which Wexford has held
investments.

Mr. Amron holds a JD from Harvard University, a B.A. in political
theory from Colgate University, and is a member of the New York
bar.

"Published scientific studies from experts in the field, its
growing acceptance in Europe and the limitations of the current
standard of care in the U.S. are compelling evidence that the
Nephros Hemodiafiltration system holds great promise for success,"
Dr. Mieyal said.  "In addition, the critical need for water free
from bacteria, parasites and viruses, particularly in military,
medical and emergency settings, makes the company's Dual Stage
Ultrafilter (DSU) an immediate and logical solution."

                      About Nephros Inc.

Headquartered in New York, Nephros Inc. (Amex: NEP) --
http://www.nephros.com/-- is a medical device company developing  
and marketing products designed for the End-Stage Renal Disease
(ESRD) patient.  Nephros also markets a line of water filtration
products, the Dual Stage Ultrafilter (DSU).

At June 30, 2007, the company's consolidated financial statements
for the quarter ended June 30, 2007, showed $2.4 million in total
assets, $7.4 million in total liabilities, and $5 million in total
stockholders' deficit.

                      Going Concern Doubt
    
Deloitte & Touche LLP expressed substantial doubt about Nephros
Inc.'s ability to continue as a going concern after auditing the
company's financial statements for the years ended Dec. 31, 2006,
and 2005.  The auditing firm pointed to the company's recurring
losses and difficulty in generating sufficient cash flow to meet
its obligations and sustain its operations.

In addition, as reported in the Troubled Company Reporter on
Aug. 9, 2007, the company has received on  July 23, 2007, a letter
from representatives of Marty Steinberg Esq., as Receiver for
Lancer Offshore Inc., notifying it of its failure to pay the third
installment under the Settlement entered into on Nov. 8, 2005,
between the Receiver and the company.


NEW MOUNTAIN: FTC & DOJ Okays Early Termination of Waiting Period
-----------------------------------------------------------------
U.S. Federal Trade Commission and the Antitrust Division of
the U.S. Department of Justice granted early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, applicable to New Mountain Lake
Acquisition Company's offer to acquire all of the outstanding
shares of Class A common stock, par value $0.01 per share, of US
Xpress Enterprises Inc.
    
On Sept. 12, 2007, New Mountain Lake, a wholly owned subsidiary of
New Mountain Lake Holdings LLC, commenced a tender offer to
purchase for cash all Class A Shares of the company, other than
Class A Shares already owned by Messrs. Quinn and Fuller and
certain of their affiliates, at a price of $20.10 per Class A
Share, net to the seller in cash, without interest thereon and
less any required withholding taxes, upon the terms and subject to
the conditions set forth in the Offer to Purchase and in the
related Letter of Transmittal.  

The Offer will expire at 5:00 p.m., New York City Time, on
Oct. 11, 2007, unless the Offer is extended.
    
The early termination of the waiting period under the HSR Act
satisfies one of the conditions to the Offer, referred to as the
"Antitrust Condition" in the Offer to Purchase.  The Offer remains
subject to other customary conditions.  

The Offer is conditioned upon there having been validly tendered
and not withdrawn prior to the expiration of the Offer at least
that number of Class A Shares:

   1) that would, when aggregated with all Class A Shares and
      Class B Common Stock, par value $0.01 per share, owned by
      Messrs. Quinn and Fuller and certain of their affiliates,
      represent at least 90% of all Class A Shares and Class B
      Shares then outstanding; and

   2) that represent at least a majority of the total number of
      Class A Shares outstanding on such date that are not held
      by Messrs. Quinn and Fuller, certain of their affiliates,
      or the directors and executive officers of the company.

If the conditions to the Offer are satisfied or waived, where
applicable, and the Offer is completed, New Mountain Lake
Acquisition Company would cause a "short form" merger to occur, in
which all un-tendered Class A Shares would be cancelled in
exchange for merger consideration equal to the Offer Price.

              About US Xpress Enterprises Inc.

Headquartered in Chattanooga, Tennessee, US Xpress Enterprises
(NASDAQ:XPRSA) – http://www.usxpress.com/-- is a truckload  
carrier in the United States.  The company offers truckload
services to customers throughout the United States and in portions
of Canada and Mexico.  It also offers transportation, warehousing,
and distribution services to the floorcovering industry.

          About New Mountain Lake Acquisition Company

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

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 14, 2007,
Moody's Investors Service assigned a first time rating of B1
(LGD3, 43%) to the $235 million first lien senior secured credit
facilities ($50 million revolving credit and $185 million term
loan B) of New Mountain Lake Acquisition Company.  The corporate
family and probability of default ratings are each B2 and the
outlook is stable.


NORTH AMERICAN: Bankruptcy Court Confirms Third Amended Plan
------------------------------------------------------------
The Hon. Judith K. Fitzgerald of the U.S. Bankruptcy Court for the
Western District of Pennsylvania, on Sept. 24, 2007, confirmed the
Third Amended Plan of Reorganization filed by North American
Refractories Company and its debtor-affiliates, I-Tec Holding
Corp., Intertec Company, and Tri-Star Refractories, Inc.

In order for the confirmation order to be considered final, it
must be affirmed by the U.S. District Court.

                    Overview of the Plan

The Debtors relate that the Plan provides for the establishment of
the NARCO Asbestos Trust for payment of NARCO Asbestos Trust
Claims and NARCO Asbestos Demands.  The Debtors believe that the
Plan wil provide cash and other assets sufficient to pay 100% of
the liquidated value of NARCO Asbestos Trust Claims and NARCO
Asbestos Demands.

The NARCO Asbestos Trust will hold 79% of Reorganized ANH
Refractories' common stock.  ANH will own 100% of Reorganized
NARCO's common stock through the utilization of a holding company
structure.

The Debtors relate further that the Plan is conditioned on, among
other things, the NARCO Asbestos Trust being funded:

    (a) on an evergreen basis by Honeywell International Inc.,
        subject to certain annual funding caps; and

    (b) 79% of the shares of reorganized ANH common stock.

                      Treatment of Claims

The Debtors relate that holders of Allowed Secured Claims secured
by Financial Instruments will retain their collateral.  Allowed
Secured Claims under Capitalized Leases and Secured Financing
Agreements will be satisfied, at the option of Reorganized ANH,
through:

    (a) reinstatement of the debt;

    (b) return of the collateral securing the claim;

    (c) cash in an amount equal to the proceeds realized from the
        sale of the collateral securing the claim; or

    (d) other treatment as agreed upon by the holder of the claim
        and Reorganized ANH.

The Debtors say that its DIP Facility will be fully drawn, not
repaid and deemed satisfied on the effective date of the Plan.  
The Debtors disclose that Honeywell has accepted this treatment
pursuant to the NARCO/Honeywell Settlement Agreement.

Holders of General Unsecured Claims, other than NARCO Asbestos
Trust Claims, will receive cash in an amount equal to 90% of their
claims.

The claims of Global Industrial Technologies Inc. and its
affiliates, as well as that of NARCO's non-debtor affiliates,
against the Debtors, will not be modified under the Plan.

The Claims of RHI AG and its affiliates against any of the Debtors
will be deemed released, discharged and cancelled on the effective
date under the NARCO/RHI AG Settlement Agreement.

Workers Compensation Claims, the Debtors relate, will be paid in
full.

NARCO Asebestos Trust claims will be resolved pursuant to the
terms, provision and procedures pursuant to the NARCO Asbestos
Trust Agreement and the NARCO Asbestos Trust Distribution
Procedures.  The Debtors estimate that the full value of these
claims will be paid.

NARCO Silica Claims remain unaffected through thei Chapter 11
case, the Debtors disclose.

Equity interests held by RHI AG will be cancelled and terminated
pursuant to the NARCO/RHI AG Settlement Agreement.

                         RHI Comments

RHI disclosed in its website Monday that once the confirmation
order becomes final, it will permanently receive protection with
respect to all remaining asbestos claims against the debtor
companies in the USA.

RHI, in April 2004, reached settlement agreements with US
subsidiaries operating under Chapter 11 to settle all mutual
prepetition claims.  A condition to the NARCO settlement is a
$40 million payment by Honeywell International to RHI Refractories
Holding under a prior contract.  The payment is called for upon
final approval of the confirmation order and consummation of the
plan.

                          About ANH

Based in Moon Township, Pennsylvania, ANH Refractories, fka RHI
Services, Inc., was formed in 2000 to provide management services
to North American Refractories Company and Global Industrial
Technologies Inc.  Services consisted of the management of human
resources, legal finance, accounting services, tax services and
other support services.

                        About RHI AG

RHI AG -- http://www.rhi-ag.com/-- manufactures heat-resistant  
refractory products.  RHI's refractories are used in high-
temperature industrial processes such as steelmaking, copper and
aluminum smelting, and glass production, and in the construction
of industrial kilns.  RHI has manufacturing and sales operations
on four continents.

                         About NARCO  

Based in Pittsburgh, Pennsylvania, North American Refractories
Company manufactured and sold refractory products.  The company's
products consist of three categories: bricks, castables and
gunning mixes.  Through a series of transactions, the company
became an indirect wholly-owned subsidiary of RHI AG.  The company
is the parent company of I-Tec Holding Corp., Intertec Company,
and Tri-Star Refractories, Inc.

The company and its affiliates sought chapter 11 protection on
Jan. 4, 2002 (Bankr. W.D. Pa. Lead Case No. 02-20198) after
suffering a slump in the domestic economy and encountering an
overwhelming number of claims from individuals asserting injuries
or illnesses caused by exposure to products containing asbestos
containing it manufactured.

James J. Restivo, Jr., Esq., Robert P. Simmons, Esq., and David
Ziegler, Esq., at Reed Smith LLP represents the Debtor.  Kroll
Zolfo Cooper LLC is the Debtors' bankruptcy consultants and
special financial advisors.  When the Debtor filed for protection
from its creditors, it listed $27,559,000,000 in assets and
$18,634,000,000 in debts.

The Official Committee of Unsecured Creditors is represented by
McGuire Woods, LLP.  KPMG, LLP, is the Creditors Committee's
financial advisor.  The Asbestos Claimants Committee is
represented by attorneys at Caplin & Drysdale, Chartered and
Campbell & Levine, LLC.  L. Tersigni Consulting, PC is the
Asbestos Committee's financial advisor.

Lawrence Fitzpatrick was appointed as the Future Asbestos
Claimants Representative.  Mr. Fitzpatrick is represented by
attorneys at Young Conaway Stargatt & Taylor LLP and Meyer,
Unkovic & Scott LLP.


NOVASTAR MORTGAGE: High Delinquencies Cue S&P to Cut Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B-2 and B-3 home equity loan asset-backed certificates
issued by NovaStar Mortgage Funding Trust Series 2004-2.  
Concurrently, S&P affirmed its ratings on the remaining 10 classes
from this transaction.
     
The downgrades of classes B-2 and B-3 reflect a high level of
severe delinquencies (90-plus days, foreclosures, and REOs) and a
reduction in credit enhancement as a result of monthly realized
losses.  Monthly realized losses have consistently exceeded excess
interest during the past six months.  As of the Sept. 25, 2007,
remittance date, the average monthly loss was $1,027,173 over the
past six months, while excess spread averaged $467,701 each month
for the same period.  Cumulative losses have more than doubled
over the past year, rising to 1.37% from 0.62%.  Severe
delinquencies currently total $17,831,497, and the deal has
$6,116,976 in overcollateralization.
     
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 originally
consisted primarily of adjustable- and fixed-rate, conventional,
subprime mortgage loans.

                        Ratings Lowered

         NovaStar Mortgage Funding Trust Series 2004-2

                                        Rating
                                        ------
              Series      Class       To      From
              ------      -----       --      ----
              2004-2      B-2         BB      BBB+
              2004-2      B-3         B       BBB

                        Ratings Affirmed

         NovaStar Mortgage Funding Trust Series 2004-2

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


NUTRITIONAL SOURCING: Gets Nod to Sell Stores for $139 Million
--------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware,
on September 25, approved the sale of 22 stores and a distribution
center owned by Nutritional Sourcing Corp. to PS Acquisition Inc.
for $139 million.

PS Acquisition's bid surpassed Supermercados Econo Inc.'s
$137 million offer.  Supermercados Econo, as the stalking-horse
bidder, will receive a break up fee of $4,185,000.

Under the approved asset purchase agreement, PS Acquisition will
purchase 21 stores for $92 million.  PS Acquisition's designee
will purchase the remaining store and distribution center for
$47 million.

Auction sale on the properties was held on Sept. 19, 2007, at the
offices of Pepper Hamilton LLP, Suite 5100, Hercules Plaza, 1313
Market Street, in Wilmington, Delaware.

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).  Michael Solow, Esq., Harold Israel, Esq., and
Matthew J. Micheli, Esq. at Kaye Scholer LLC, and David M.
Fournier, Esq., David B. Stratton, Esq., and James C. Carignan,
Esq., at Pepper Hamilton LLP, represent the Debtors.  Mark S.
Chehi, Esq., and Kimberly A. LaMaina, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represent the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed estimated assets and liabilities
between $1 million and $100 million.


OCEAN BLUE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Ocean Blue Leasehold Property, L.L.C.
             318 West Adams Street, Suite 1800
             Chicago, IL 60606

Bankruptcy Case No.: 07-17999

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Ocean Blue Leasehold Mezzanine, L.L.C.     07-18000
        Ocean Blue Fee Mezzanine, L.L.C.           07-18002
        Ocean Blue Fee Owner, L.L.C.               07-18004

Type of business: The Debtors owns and manages real estate.

Chapter 11 Petition Date: September 26, 2007

Court: Southern District of Florida (Miami)

Debtors' Counsel: Chad P. Pugatch, Esq.
                  Rice, Pugatch, Robinson & Schiller, P.A.
                  101 Northeast 3 Avenue, Suite 1800
                  Fort Lauderdale, FL 33301
                  Tel: (954) 462-8000

                               Total Assets       Total Debts
                               ------------       -----------
Ocean Blue Leasehold           $35,000,000        $23,464,750
Property, L.L.C.

Ocean Blue Leasehold           $11,535,250        $3,500,000
Mezzanine, L.L.C.

Ocean Blue Fee Mezzanine,      $11,535,250        $3,500,000
L.L.C.

Ocean Blue Fee Owner, L.L.C.   $35,000,000        $23,464,750

A. Ocean Blue Leasehold Property, LLC's 20 Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Florida Power & Light                                    $132,174
P.O. Box 025576
Miami, FL 33102

J.C. Drywall, Inc.             vendor                     $60,530
1515 Northwest 167th
Street, Suite 128
Miami Garden, FL 33169

Allied Barton Security         vendor                     $48,023
Services
3606 Horizon Drive
King of Prussia, PA 19406

ThyssenKrupp                   vendor                     $19,074

Yoshino Trieschmann Design     vendor                     $13,222

Florida Fire Safety, Inc.      vendor                     $12,775

C.B.R.E. Technical Services    vendor                      $9,475

37th Avenue Property, L.L.C.                               $5,951

Airstron                       vendor                      $5,134

Waldman Feluren Hildebrandts                               $4,520
& Trigoboff

Halliwell Engineering          vendor                      $4,071
Associates

I.S.P.F. Corp.                 vendor                      $3,900

J.T. Packard & Associates      vendor                      $3,837

ChemTreat, Inc.                vendor                      $3,762

Mechanical Contractors, Inc.   vendor                      $3,110

Miguel Lopez, Jr., Inc.        vendor                      $2,250

Aldani Supplies                vendor                      $2,235

Miami Dade Water & Sewer                                   $2,166
Department

Rapid-Tel Communications,      vendor                      $1,965
Inc.

Office Depot                                               $1,577

B. Ocean Blue Leasehold Mezzanine, LLC did not file a list of its
   largest unsecured creditors.

C. Ocean Blue Fee Mezzanine, LLC did not file a list of its
   largest unsecured creditors.

D. Ocean Blue Fee Owner, LLC did not file a list of its
   largest unsecured creditors.


OCEAN WOOD: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: Ocean Wood Enterprises, LLC
        420 Post Road West, Suite 202
        Westport, CT 06880

Bankruptcy Case No.: 07-10777

Chapter 11 Petition Date: September 25, 2007

Court: District of Maine (Bangor)

Debtor's Counsel: George J. Marcus, Esq.
                  Marcus, Clegg & Mistretta, P.A.
                  100 Middle Street, East Tower
                  Portland, ME 04101-4102
                  Tel: (207) 828-8000

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its Largest Unsecured Creditor:

   Entity                               Claim Amount
   ------                               ------------
Schoodic Point LLC                        $5,600,000
c/o Michael L. Sheehan, Esq.                Secured:
P.O. Box 9546                             $2,200,000
Portland, ME 04112                        Unsecured:
                                          $3,400,000


OGLEBAY NORTON: Receives Cash Offers Higher than Harbinger's
------------------------------------------------------------
Oglebay Norton Company has received multiple all cash proposals
valued significantly in excess of the $31 per share offered by
Harbinger Capital Partners in its unsolicited tender offer.

As reported in the Troubled Company Reporter on Sept. 14, 2007,
Harbinger Capital Partners said it is prepared immediately to
enter into a definitive merger agreement to purchase all the
capital of Oglebay Norton for $31 per share in cash while allowing
the company the opportunity to seek a higher
offer for its shareholders.

Harbinger Capital Partners said that it is prepared immediately
to:

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

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

"We are extremely pleased to report to our shareholders that, to
date, we have received multiple proposals to acquire Oglebay
Norton from credible, highly-respected parties that value the
company significantly in excess of $31 per share in cash," Thomas
O. Boucher Jr., Chairman of the Board of Directors and Special
Committee, said.  "These proposals confirm our belief that
maintaining a competitive, open auction is the best way to
maximize shareholder value for all Oglebay Norton shareholders.  
This process has been conducted in an orderly manner and is moving
forward expeditiously.  As we enter the next round, including
contractual discussions with those parties who have submitted
offers, we remain committed to concluding, as soon as practicable,
the process that we began to ensure our shareholders receive full
value for their investment."

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

The proposals disclosed result from a process, led by a Special
Committee of independent directors of Oglebay Norton's Board, to
explore strategic alternatives to maximize shareholder value,
including a possible sale or merger of the company.  There can be
no assurance that the exploration of strategic alternatives will
result in a definitive agreement or transaction.

                  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.


OWNIT MORTGAGE: Plan Confirmation Hearing Scheduled on November 1
-----------------------------------------------------------------
The Honorable Kathleen Thompson of the United States Bankruptcy
Court for the Central District of California will convene a
hearing on Nov. 1, 2007, at 2:30 p.m., to consider confirmation
of Ownit Mortgage Solutions Inc.'s Second Amended Chapter 11
Plan of Liquidation

As reported in the Troubled Company Reporter on Sept. 21, 2007,
Judge Thompson approved the Debtor's Second Amended Disclosure
Statement explaining its Second Amended Liquidation Plan.

                       Overview of the Plan

The Plan contemplates the transfer of the Debtor's assets,
including all causes of action, to OWNIT Liquidating Trust, which
will liquidate the assets, and distribute the proceeds to the
Debtor's creditors.

The Debtor tells the Court it received up to $23 million federal
tax refund and additional $1.82 million in other tax refunds on
May 1, 2007.

                        Treatment of Claims

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

After the effective date, holders of Secured Claims will receive,
either:

   a. the collateral securing their interest;
   b. proceeds from the sale of the collateral;
   c. cash in the amount of its secured claim; or
   d. other distribution or treatment.

Priority Non-Tax Claims, totaling $4,100,00, will be paid in full
on the effective date.

After the effective date, general unsecured creditors, holding
approximately $181,000,000, will receive a pro rata distribution
from the OWNIT Liquidating Trust Proceeds.

Holders of Subordinated General Unsecured Claim will be paid after
all General Unsecured Claims are paid.

Equity Interest Claims will be deemed cancelled under the Plan.

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

Headquartered in Agoura Hills, California, Ownit Mortgage
Solutions Inc. is a subprime mortgage lender, which specializes
in making loans to borrowers with poor credit or limited incomes.
The Debtor filed for chapter 11 protection on Dec. 28, 2006
(Bankr. C.D. Calif. Case No. 06-12579).  Ira D. Kharasch, Esq.,
Linda F. Cantor, Esq., Jonathan J. Kim, Esq., and Scotta E.
McFarland, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub
LLP, represent the Debtor.  Stutman, Treister & Glatt represents
the Official Committee of Unsecured Creditors.  The Debtor's
schedules show total assets of $697,550,849 and total liabilities
of $819,131,179.


PAINE WEBBER: Moody's Lifts Class F Certificates' Rating to Ba2
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed the ratings of seven classes of Paine Webber Mortgage
Acceptance Corporation V, Commercial Mortgage Pass-Through
Certificates, Series 1999-C1 as:

   -- Class A-2, $299,765,529, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $35,238,000, affirmed at Aaa
   -- Class C, $37,000,000, affirmed at Aaa
   -- Class D, $33,476,000, affirmed at Aaa
   -- Class E, $8,809,000, upgraded to Aa2 from Aa3
   -- Class F, $35,238,000, upgraded to Ba2 from Ba3
   -- Class G, $24,666,000, affirmed at Caa2
   -- Class H, $7,400,000, affirmed at Ca

As of the Sept. 15, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 31.4% to
$483.7 million from $704.8 million at securitization.  The
certificates are collateralized by 141 mortgage loans secured by
commercial and multifamily properties.  The loans range in size
from less than 1% of the pool to 6.1% of the pool, with the top 10
non-defeased loans representing 24.5% of the pool.

The pool includes a conduit component, which represents 63.4% of
the pool, and a credit tenant lease component, which represents
7.4% of the pool.  Forty-two loans, representing 32.5% of the
pool, have defeased and have been replaced with U.S. Government
securities.  Since securitization 10 loans have been liquidated
from the pool, resulting in aggregate realized losses of about
$9.7 million.  Two loans, representing 2.9% of the pool, are in
special servicing.  Moody's is not estimating losses from these
loans currently.  Twenty-three loans, representing 11.6% of the
pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2006 operating results for 87%
of the performing conduit loans.  Moody's weighted average loan to
value ratio is 76.5%, compared to 77.8% at last full review in
September 2006 and compared to 87.5% at securitization.  Moody's
is upgrading Classes E and F due to increased subordination levels
and a large percentage of defeased loans.

The top three conduit loans represent 11.8% of the outstanding
pool balance.  The largest loan is the Hunt Valley Executive Plaza
Loan ($29.5 million -- 6.1%), which is secured by a 517,000 square
foot Class B office complex located about 20 miles north of
Baltimore, Maryland.  The property was built in phases between
1969 and 1973 and consists of four buildings interconnected by a
lower level concourse area.  The loan's performance has improved
since last review due to increased occupancy and loan
amortization.  As of August 2007 the property was 93.9% occupied,
compared to 87% at last review and compared to 95.8% at
securitization.  Moody's LTV is 80.1%, compared to 84.3% at last
review and compared to 84.6% at securitization.

The second largest loan is the Galleria Loan ($16.4 million -
3.4%), which is secured by a 205,000 square foot office/retail
complex located about 13 miles northwest of Baltimore, Maryland.  
Moody's LTV is 81.9%, essentially the same as at last review and
compared to 95.9% at securitization.

The third largest loan is the Timonium Corporate Center
($11.1 million - 2.3%), which is secured by a 140,200 square foot
office building located in Timonium, Maryland.  Moody's LTV is
59.9%, essentially the same as at last review and compared to in
excess of 100% at securitization.

The CTL component includes six loans secured by properties under
bondable leases.  The largest exposures are Beckman Coulter Inc.
(33.9% of the CTL component; Moody's senior unsecured rating Baa3
- stable outlook) and Delta Education Torstar (21.5% of the CTL
component).


PHELPS DODGE: Moody's Revises Outlook to Positive
-------------------------------------------------
Moody's Investors Service revised Freeport-McMoRan Copper & Gold
Inc.'s and Phelps Dodge's outlooks to positive and affirmed all of
Freeport's and Phelps Dodge's other ratings.

The ratings reflect the overall probability of default of
Freeport, to which Moody's assigns a PDR of Ba2.  The change in
outlook reflects the very strong earnings and cash flow of
Freeport in the current metals market, Freeport's use of free cash
flow to reduce debt since the acquisition of Phelps Dodge, and
Moody's assumption that free cash flow will be sufficient to
permit repayment of much of the company's $2.45 billion Term Loan
A over the next two to three quarters.

The Ba2 corporate family rating reflects Freeport's high debt
level of about $11.3 billion, including Moody's adjustments, the
high concentration in copper and resultant variability in earnings
and cash flow, significant capital expenditures, and a high level
of reliance on the Grasberg mine in Indonesia.  The Ba2 rating
favorably considers the company's leading positions in copper and
molybdenum, a significant amount of gold production, the low cost,
long-life reserves at PT-FI, and improved operating and political
diversity.

Outlook Actions:

Issuer: Freeport-McMoRan Copper & Gold Inc.

   -- Outlook: Changed To positive from stable

Issuer: Phelps Dodge Corporation

   -- Outlook: changed to positive from stable

Ratings affirmed:

Issuer: Freeport-McMoRan Copper & Gold Inc.

   -- Corporate Family Rating: Ba2

   -- Probability of Default Rating: Ba2

   -- $0.5 billion Senior Secured Revolving Credit facility,
      Baa2, LGD1, 2%

   -- $1 billion Senior Secured Revolving Credit Facility,
      Baa3, LGD2, 17%

   -- $2.45 billion Senior Secured Term Loan A, Baa3, LGD2, 17%

   -- $339.7 million 6.875% Senior Secured Notes due 2014,
      Baa3, LGD2, 17%

   -- $6 billion Senior Unsecured Notes: Ba3, LGD5, 80%

Issuer: Phelps Dodge Corporation

   -- $107.9 million 8.75% Senior Notes due 2011, Ba1, LGD3,
      36%

   -- $115 million 7.125% Senior Notes due 2027, Ba1, LGD3, 36%

   -- $150 million 6.125% Senior Notes due 2034, Ba1, LGD3, 36%

   -- $193.8 million 9.50% Senior Notes due 2031, Ba1, LGD3,
      36%

Moody's last rating action on Freeport was to assign a Baa3 rating
to its Term Loan A and upgrade the Phelps Dodge notes to Ba1 in
July 2007.

Freeport-McMoRan Copper & Gold Inc. is a Phoenix based producer of
copper, gold and molybdenum and had revenue in 2006 of
$5.8 billion.


PRAVINCHANDRA PATEL: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Pravinchandra Patel
        fdba MircoTell Inn
        dba Stratford Inn
        dba Scottish Inn
        5401 Northeast Silver Springs Boulevard
        Ocala, FL 34488

Bankruptcy Case No.: 07-51331

Chapter 11 Petition Date: September 26, 2007

Court: Eastern District of Tennessee (Greeneville)

Judge: Marcia Phillips Parsons

Debtor's Counsel: Charles Parks Pope, Esq.
                  P.O. Box 3415
                  Johnson City, TN 37602
                  Tel: (423) 929-1902
                  Fax: (423) 282-2703

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its Four Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Tennessee Dept. of Revenue                   $15,000
Tennessee Attorney General
Bankruptcy Unit
426 4th Avenue North, 2nd Floor
Nashville, TN 37243-0489

Internal Revenue Service                     $60,000
P.O. Box 1107, MDP 146
Nashville TN 37202

Advanta National Bank                        $28,000
550 Blair Mill Road
Horsham, PA 19044

American Express                                $500
c/o Beckett & Lee
P.O. Box 3001
Malvern, PA 19355


QUAKER FABRIC: Court Approves Wilmer Cutler as Bankruptcy Counsel
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave Quaker Fabric Corp. and Quaker Fabric Corporation of Fall
River, permission to employ Wilmer Cutler Pickering Hale and Dorr
LLP as their bankruptcy counsel.

Debtors selected the firm because of its substantial experience in
the representation of debtors and debtors in possession under the
Bankruptcy Code and recognized expertise in the field of debtor's
protections and creditors' rights, and business reorganizations
under chapter 11, as well as all areas of the law that typically
arise in the context of a case under chapter 11.

As Debtor's general bankruptcy counsel, Wilmer Cutler will:

   a) advise the Debtors with respect to their powers and duties
      as debtors in possession and the continued management,
      operation, and wind down or liquidation of their
      businesses and properties;

   b) attend meetings and negotiate with representatives of
      creditors and other parties in interest and respond to
      creditor inquiries and advise and consult on the
      conduct of the Debtors' cases, including all of the legal
      and administrative requirements of operating in chapter 11;

   c) represent the Debtors in connection with any adversary
      proceedings or automatic stay litigation or contested
      matters or contested matters that may be commenced in or in
      connection with these proceedings and any other action   
      necessary to protect and preserve the Debtors' estates;

   d) advise and represent the Debtors in connection with the
      assumption, assumption and assignment, or rejection of
      unexpired leases and executory contracts, any sales of
      assets outside the ordinary course of business, and the
      financing of their business;

   e) appear before the Court, any appellate courts, and the
      U.S. Trustee and protecting the interests of the Debtors
      before such courts and the U.S. Trustee;

   f) prepare necessary motions, applications, answers, orders,    
      reports, and papers necessary to the administration of the
      estates;

   g) represent and advise the Debtors in connection with any
      claims asserted by or against any of the Debtors, and any
      objections thereto, including, without limitation, the
      negotiation, settlement and prosecution of such matters;

   h) negotiate and prepare on behalf of Debtors a plan or
      plans of liquidation or reorganization and all related     
      documents and prosecuting the plan or plans through the
      confirmation process; and

  i) perform all other legal services for and provide all
     other legal advice to the Debtors which may be necessary and
     proper in these proceedings, including, without limitation,
     services or legal advice relating to applicable state and
     federal laws and securities, labor, commercial, corporate,
     and real estate laws.

The firm's professionals compensation rates are:

      Designation            Hourly Rate
      -----------            -----------  
      Partners               $500 - $675
      Counsel                   $540
      Associates             $275 - $455
      Paralegals                $200

Since retaining the firm in June 2007, Debtors paid the firm
approximately $366,514.29 for services performed and expenses
incurred.

John D. Sigel, Esq., a member of Wilmer Cutler, assured the Court
that the firm does not hold any interest adverse to the Debtors'
estate, and is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Mr. Sigel can be reached at:

   John D. Sigel, Esq.
   Wilmer Cutler Pickering Hale and Dorr LLP
   60 State Street
   Boston, Massachusetts 02109
   Tel: (617) 526-6000
   Fax: (617) 526-5000
   http://www.wilmerhale.com/

Based in Fall River, Mass., Quaker Fabric Corp. (NASDAQ: QFAB)
-- http://www.quakerfabric.com/-- designs, manufactures, and
markets woven upholstery fabrics primarily for residential
furniture manufacturers and jobbers.  It also develops and
manufactures specialty yarns, including chenille, taslan, and spun
products for use in the production of its fabrics, as well as for
sale to distributors of craft yarns, and manufacturers of home
furnishings and other products.  The company is one of the largest
producers of Jacquard upholstery fabrics.

Quaker Fabric sells its products through sales representatives and
independent commissioned sales agents in the United States,
Canada, Mexico, and internationally.

The company and its affiliate, Quaker Fabric Corporation of Fall
River, filed for chapter 11 protection on Aug. 16, 2007 (Bankr. D.
Del. Case No. 07-11146).  The Debtors' balance sheet at June 2,
2007 disclosed total assets of $155,243,945 and total debts of
$60,407,158.


QUAKER FABRIC: Court OKs Young Conaway as Bankruptcy Co-Counsel
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave Quaker Fabric Corp. and Quaker Fabric Corporation of Fall
River, permission to employ Young Conaway Stargatt & Taylor LLP as
bankruptcy co-counsel.

As Debtor's co-counsel, Young Conaway will:

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

   b) prepare and pursue confirmation of a plan and approval of a
      disclosure statement;

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

   d) appear in Court and to protect the interests of the Debtors
      before the Court; and

   e) perform all other legal services for the Debtos which may be
      necessary and proper in these proceedings.

The firm's professionals rates are:

      Professional                Designation    Hourly Rate
      ------------                -----------    -----------
      Joel A. Waite, Esq.           Attorney         $525
      Joseph M. Barry, Esq.         Attorney         $375         
      Margaret B. Whiteman, Esq.    Attorney         $275
      Dennis Mason                  Paralegal        $190

On Aug. 16, 2007, the firm received $100,000 in connection with
the planning and preparation of initial documents and its proposed
post-petition representation of the Debtors as well as certain
filing fees.  A part of the payment, $39,568, has been applied to
outstanding balances existing as of Aug. 16, 2007.  The remainder
will constitute a general retainer.

Joel A. Waite, Esq., a partner in the firm, assured the Court that
the firm does not hold any interest adverse to the Debtors'
estate, and ia a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Mr. Waite can be reached at:

   Joel A. Waite, Esq.
   Young Conaway Stargatt & Taylor LLP
   The Brandywine Building
   1000 West Street, 17th Floor
   P.O. Box 391
   Wilmington, Delaware 19899-0391
   Tel: (302) 571-6600
   Fax: (302) 571-1253
   http://www.youngconaway.com/

Based in Fall River, Mass., Quaker Fabric Corp. (NASDAQ: QFAB)
-- http://www.quakerfabric.com/-- designs, manufactures, and
markets woven upholstery fabrics primarily for residential
furniture manufacturers and jobbers.  It also develops and
manufactures specialty yarns, including chenille, taslan, and spun
products for use in the production of its fabrics, as well as for
sale to distributors of craft yarns, and manufacturers of home
furnishings and other products.  The company is one of the largest
producers of Jacquard upholstery fabrics.

Quaker Fabric sells its products through sales representatives and
independent commissioned sales agents in the United States,
Canada, Mexico, and internationally.

The company and its affiliate, Quaker Fabric Corporation of Fall
River, filed for chapter 11 protection on Aug. 16, 2007 (Bankr. D.
Del. Case No. 07-11146).  The Debtors' balance sheet at June 2,
2007 disclosed total assets of $155,243,945 and total debts of
$60,407,158.


QUEBECOR MEDIA: Moody's Rates $450 Million Senior Notes at B2
-------------------------------------------------------------
Moody's Investors Service rated Quebecor Media Inc.'s
$450 million add-on senior unsecured note issue B2.  Ratings on
the underlying 7.75% senior unsecured notes due in March of 2016
were affirmed at the same B2 level.  At the same time, QMI's Ba3
corporate family rating and stable ratings outlook were affirmed.

The rating action was prompted by the September 26th announcement
of the new note issue.  Proceeds will be used to repay a bridge
loan that had been drawn to fund QMI's earlier acquisition of
Osprey Media Income Fund, a publicly traded publisher of community
newspapers and magazines for an aggregate purchase price of about
CDN$575 million (including assumed debt).  The new note issue is
neutral to the company's consolidated debt profile and had been
contemplated in the prevailing Ba3 CFR.  Accordingly, the CFR and
stable outlook are affirmed.  However, the notes issue causes
QMI's waterfall of debts to be adjusted and necessitates ratings
adjustments on certain existing instruments.

Downgrades:

Issuer: Quebecor Media, Inc.

   -- Senior Secured Bank Credit Facility (unchanged at B1),
      Downgraded to LGD5-74 from LGD4-67

   -- Senior Unsecured Regular Bond/Debenture (unchanged at
      B2), Downgraded to LGD5-89 from LGD5-87

Issuer: Sun Media Corporation

   -- Senior Secured Bank Credit Facility (unchanged at Baa3),
      Downgraded to LGD1-07 from LGD1-04

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to
      Ba2 (LGD3-33) from Ba1 (LGD2-26)

Issuer: Videotron Ltee

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to
      Ba2 (LGD3-33) from Ba1 (LGD2-26)

Withdrawals:

Issuer: Quebecor Media, Inc.

   -- Senior Unsecured Regular Bond/Debenture, Withdrawn
      (cancelled two-tranche issue), previously rated B2
      (LGD5-87)

Other important rating influences include expectations of
continued top-line and cash flow growth resulting from robust
activity at QMI's cable subsidiary Videotron Ltee.  In turn, this
results from the successful bundled deployment of its cable
telephony product, and is expected to be the key driver behind
improved cash generation over the next several quarters.

In addition, capital expenditures on new printing presses at QMI's
Sun Media Corporation newspaper subsidiary are largely complete.  
The related cash drain should be replaced by margin gains as cost
savings from more efficient presses are internalized.  It is also
noted that QMI's consolidated operations are strengthened by the
diversity contributed by its smaller entertainment, broadcasting
and internet portal operations, particularly TVA Inc, the largest
French broadcaster in North America.

There are several factors that provide offsetting influences, the
first of which is the company's desire to grow more quickly than
organic expansion will facilitate.  The Osprey transaction is
manifestation of this.  In addition, QMI has indicated that it
wants to be a consolidator in the newspaper segment and has also
discussed being a potential bidder in the pending Canadian radio
spectrum auction.

Should the company be a successful bidder, even should the CRTC
mandate things such as incumbent tower sharing and roaming so as
to provide new entrants with the best possible opportunity for
success, it is likely that significant cash flow will be required
to be allocated for several years in order to build a credible
business.  In addition, Videotron has ongoing network capital
expenditure requirements that will consume cash flow, and income
tax is expected to provide meaningful leakage within two years.  

Lastly, QMI has shareholders that expect cash returns, and it is
expected that cash dividends will be declared should cash flow be
available.  The confluence of these influences offsets the
positive momentum provided by Videotron's results and causes the
ratings outlook to remain stable.

Headquartered in Montreal, Canada, Quebecor Media Inc. is a
privately held leading Canadian media holding company.  Through
its operating companies, QMI has activities in cable distribution,
business, residential and mobile wireless telecommunications,
newspaper publishing, television broadcasting, book, magazine and
video retailing, publishing and distribution, music recording,
production and distribution and new media services.

QMI is 54.7% owned by Quebecor Inc, a publicly traded
communications holding company, and 45.3% owned by Capital CDPQ.  
Quebecor Inc.'s primary assets are its interests in Quebecor Media
and in Quebecor World, one of the world's largest commercial
printers (B3 Negative).  Capital CDPQ is a wholly-owned subsidiary
of Caisse de depôt et placement du Quebec, Canada's largest
pension fund manager, with about $237 billion in assets under
management.  None of Quebecor Inc, Quebecor World or Capital CDPQ
is an obligor or a guarantor of QMI's debt obligations.


QUEBECOR MEDIA: S&P Rates Proposed $450 Mil. Senior Notes at B
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' debt rating to
Montreal, Quebec-based Quebecor Media Inc.'s proposed
$450 million 7.75% senior unsecured notes due 2016.  The notes are
rated two notches below the 'BB-' long-term corporate credit
rating, reflecting their junior position in the company's debt
capital structure with debt at wholly owned subsidiaries,
Videotron Ltee and Sun Media Corp. (both rated BB-/Stable/--),
ranking ahead of the proposed notes.  The ratings and outlook on
all companies are unchanged.
     
"The proceeds from the notes will be used to refinance the
CDN $420 million bridge loan and related fees to fund the
acquisition of Osprey Media Income Fund, a leading publisher of
newspapers, magazines, and specialty publications in Ontario,"
said Standard & Poor's credit analyst Madhav Hari.
     
The debt-financed acquisition closed on Aug. 8, 2007, at
CDN $8.45 per unit, representing an equity value of CDN $414
million, and a total purchase price of CDN $576 million, including
the assumption of debt outstanding.  Although the Osprey
acquisition results in weaker credit protection metrics on a pro
forma basis, credit measures remain consistent with the rating
category given pro forma adjusted debt leverage (debt to EBITDA)
of about 4x.
     
The acquisition of Osprey's 20 daily and 34 nondaily community
newspapers will position Quebecor Media as the largest newspaper
publisher in Canada and should improve Sun Media's newspaper
market position, which consists of eight paid urban dailies, seven
free commuter dailies, and 193 community newspapers and specialty
publications.  Although Osprey participates in the challenging
newspaper industry, it is somewhat insulated against economic
factors as its revenues are derived from the community newspaper
segment.  

This segment relies less on customer subscriptions and national
advertising revenues, which tend to be more volatile than local
advertisers.  Despite some integration risk from the acquisition,
Standard & Poor's expects Quebecor Media will be able to
effectively manage the integration process, which should take up
to 12 months to complete.
     
The stable outlook reflects S&P's expectation that Quebecor
Media's operating assets will maintain their solid market
positions, that credit measures will be in line with the ratings
in the medium term, and that the company will successfully manage
the Osprey integration.  S&P could revise the outlook to positive
or raise the ratings if Quebecor Media improves its financial risk
profile and is able to sustain better operating performance and
stronger credit measures.  Alternatively, S&P could revise the
outlook to negative if the company fails to meet expectations,
resulting in the weakening of Quebecor Media's operating
performance and credit measures.


RANGE RESOURCES: Prices $250 Mil. of 7.5% Senior Notes Offering
---------------------------------------------------------------
Range Resources Corporation priced an offering of $250 million
aggregate principal amount of senior subordinated notes due 2017,
which will carry an interest rate of 7.5% being sold at par.  

Range expects that the net proceeds of the offering will be $247
million and intends to use the net proceeds to pay a portion of
the outstanding balance on its senior credit facility.  

Range expects to close the sale of the notes, today, Sept. 28,
2007, subject to the satisfaction of customary closing conditions.

J. P. Morgan Securities Inc. is acting as Sole Book-Running
Manager for the notes offering and RBC Capital Markets Corporation
is serving as co-manager.

               About Range Resources Corporation

Headquartered in Forth Worth, Texas, Range Resources Corporation
(NYSE:RRC) -- http://www.rangeresources.com/-- is an independent  
oil and gas company operating in the Southwestern, Appalachian and
Gulf Coast regions of the United States.  The company pursues a
growth strategy that targets exploitation of its sizeable
inventory of lower risk development drilling locations with higher
potential exploration projects and a complementary acquisition
effort.  Range seeks to manage risk in every aspect of its
business while generating attractive returns.

                       *     *     *

As reported in the Troubled Company Reported on Sept. 27, 2007,
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.


RYERSON INC: S&P Holds 'B+' Rating and Removes Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Chicago, Illinois-based metals processor and distributor Ryerson
Inc., including its 'B+' corporate credit rating.  S&P removed all
ratings from CreditWatch, where they had been placed with negative
implications on July 24, 2007, after the company announced that it
had agreed to be acquired by Platinum Equity for around $2
billion.

S&P also assigned its 'B+' senior secured rating and '4' recovery
rating to Ryerson's proposed $575 million senior secured notes,
comprised of $150 million of floating-rate senior secured notes
due 2014 and $425 million senior secured notes due 2015.  The
recovery rating indicates expectations of average (30% to 50%)
recovery in the event of a payment default.  The outlook is
negative.
     
"The affirmation incorporates the prospects for debt repayment as
a result of improved operating results and inventory management,
due to a new information system, and further cash generation from
tighter inventory management and asset sales," said Standard &
Poor's credit analyst Marie Shmaruk.  "Still, we remain cautious
about the company's heavy debt burden and its ability to continue
to generate and sustain further meaningful cash flow from working
capital improvement."
     
Pro forma for the transaction, Ryerson will have book debt of
around $1.4 billion.  After adjustments for postretirement
benefits and operating leases, total debt will approximate
$1.7 billion.
     
Also pro forma for the transaction, the company will have more
than $300 million available under its $1.35 billion revolving
credit facility due 2012 and $35 million in cash.
     
"The ratings are predicated on the rapid and permanent reduction
of debt during the next 12 months to attain credit metrics more in
line with the rating, with debt to EBITDA in the 5x to 5.5x
range," Ms. Shmaruk said.  "A downgrade is possible if the company
does not make reasonable progress in meeting these objectives or
if end markets and operating performance deteriorate.  We would
change the outlook to stable if the company achieves improved
credit metrics that we believe are sustainable for the longer
term."


SARIAN BOUMA: Case Summary & Six Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sarian S. Bouma
        834 Coachway
        Annapolis, MD 21401

Bankruptcy Case No.: 07-19363

Chapter 11 Petition Date: September 26, 2007

Court: District of Maryland (Baltimore)

Debtor's Counsel: Richard H. Gins, Esq.
                  Law Office of Richard H. Gins, LLC
                  3 Bethesda Metro Center, Suite 530
                  Bethesda, MD 20814
                  Tel: (301) 718-1078
                  Fax: (301) 718-8359

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its Six Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Beneficial                                   $13,229
P.O. Box 17574
Baltimore, MD 21297-1574

PNC Bank                                     $10,000
P.O. Box 15153
Wilmington, DE 19886

Chase Mastercard                              $9,000
P.O. Box 15153
Wilmington, DE 19886

Discover                                      $5,500

PNC Bank                                      $4,000

Wells Fargo Bank                              $1,000


SENTINEL MANAGEMENT: Trustee Blames Bankruptcy on Credit Woes
-------------------------------------------------------------
Credit market downturn, questionable accounting and inadequate
internal controls, were found to have caused Sentinel Management
Group Inc.'s bankruptcy, Chicago Tribune staff writer Becky
Yerak reports, citing Chapter 11 trustee Fred Grede's presentation
during a creditors meeting held Monday.

Ms. Yerak relates that according to Mr. Grede, cash from
Sentinel's customers were used to buy securities to generate
returns for the clients.  Sentinel would turn around and obtain
loans against the securities, and then use the loans to buy more
securities or to meet required payments from lenders.  With the
recent credit market woes, the securities lost their value.  
Lenders went after Sentinel and liquidated the securities at terms
that were disadvantageous to Sentinel.

Mr. Grede's findings contradicted what regulators said early on
that approximately $500 million was unaccounted for out of the
roughly $1.5 billion Sentinel managed, Ms. Yerak notes.

On Sept. 14, Sentinel filed its schedules of assets and debts with
the U.S. Bankruptcy Court for the Northern District of Illinois,
which, according to Bill Rochelle of Bloomberg News, did not show
total amount pending determination that trusts for Sentinel's
founder Philip M. Bloom -- the father of Sentinel's former chief
executive officer Eric Bloom -- and his wife received wire
transfers from their Sentinel accounts on July 18, 2007, totaling
$11.3 million.  The company filed for chapter 11 protection a
month later.

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- is a full service firm offering a    
variety of security solutions.  The company filed a chapter 11
petition on August 17, 2007 (Bankr. N.D. Ill. Case No. 07-14987).
Ronald Barliant, Esq., Randall Klein, Esq., and Kathryn A.  
Pamenter, Esq., at Goldberg, Kohn, Bell & Black Rosenbloom &  
Moritz, Ltd. represent the Debtor.  In August 2007, the Court  
approved Frederick Grede as the Debtor's Chapter 11 Trustee.  Mr.  
Grede selected Catherine L. Steege, Esq., Christine L. Childers,  
Esq., and Vincent E. Lazar, Esq., at Jenner & Block LLP as his  
counsels.  When the Debtor sought bankruptcy protection, it listed  
assets and debts of more than $100 million.  The Debtor's
exclusive period to file a plan expires on Dec. 17, 2007.


SOLOMON DWEK: Case Summary & 212 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Solomon Dwek
        311 Crosby Avenue
        Deal, NJ 07723

Bankruptcy Case No.: 07-11757

Debtor-affiliate filing separate Chapter 11 petition on
September 27, 2007:

      Entity                                     Case No.
      ------                                     --------
      Tinton Falls Land, LLC                     07-23872

Debtor-affiliates filing separate Chapter 11 petitions on
September 4, 2007:

      Entity                                     Case No.
      ------                                     --------
      WLB Center, LLC                            07-22630
      Asbury Gas, LLC                            07-22632
      Jemar Enterprises, LLC                     07-22633
      Melville Dwek, LLC                         07-22634
      Newport WLB, LLC                           07-22635
      Red Bank Gas, LLC                          07-22636
      WLB Highway, LLC                           07-22638

Debtor-affiliates that filed separate Chapter 11 petitions
before August 24, 2007:

      Entity                                     Case No.
      ------                                     --------
      Dwek Branches, L.L.C.                      07-22035
      Dwek Assets, L.L.C.                        07-22036
      WLB Center, LLC                            07-21752
      Dwek Properties, LLC                       07-20939
      Neptune Medical, LLC                       07-18766
      Dwek Raleigh, L.L.C.                       07-18316
      Greenwood Plaza Acquisitions, L.L.C.       07-18317
      Sinking Springs II, L.L.C.                 07-18318
      Sinking Springs, L.P.                      07-18320
      1631 Highway 35, L.L.C.                    07-16041
      167 Monmouth Road, L.L.C.                  07-16045
      2100 Highway 35, L.L.C.                    07-16048
      230 Broadway, L.L.C.                       07-16049
      264 Highway 35, L.L.C.                     07-16052
      374 Monmouth Road, L.L.C.                  07-16053
      55 North Gilbert, L.L.C.                   07-16054
      601 Main Street, L.L.C.                    07-16055
      6201 Route 9, L.L.C.                       07-16057
      Aberdeen Gas, L.L.C.                       07-16058
      Bath Avenue Holdings, L.L.C.               07-16060
      Belmar Gas, L.L.C.                         07-16061
      Berkeley Heights Gas, L.L.C.               07-16062
      Brick Gas, L.L.C.                          07-16064
      Dover Estates, L.L.C.                      07-16065
      Dwek Gas, L.L.C.                           07-16066
      Dwek Hopatchung, L.L.C.                    07-16067
      Dwek Income, L.L.C.                        07-16068
      Dwek Ohio, L.L.C.                          07-16069
      Dwek Pennsylvania, L.P.                    07-16071
      Dwek Wall, L.L.C.                          07-16072
      Dwek Woodbridge, L.L.C.                    07-16073
      Kadosh, L.L.C.                             07-16074
      Lacey Land, L.L.C.                         07-16075
      Monmouth Plaza, L.L.C.                     07-16076
      P&Y Holdings, L.L.C.                       07-16077
      Sugar Maple Estates, L.L.C.                07-16078
      West Bangs Avenue, L.L.C.                  07-16079
      Beach Mart, L.L.C.                         07-16104
      Dwek Trenton Gas, LLC                      07-12794
      Neptune Gas, LLC                           07-12796
      Route 33 Medical, LLC                      07-12798
      1111 Eleventh Avenue                       07-12799
      Dwek North Olden, LLC                      07-12800
      Dwek State College, LLC                    07-12802

Creditors who filed involuntary chapter 7 petitions against
Solomon Dwek:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
PNC Bank, N.A.                   Loans                $22,993,731
5th Avenue and Wood Street
Pittsburgh, PA 15222

Washington Mutual Bank           Loans                $22,660,558
1301 2nd Avenue
WMC 3501
Seattle, WA 98101

Four Star Builders               Indemnification of       $58,387
1301 Route 33, Suite 3E          Claim on Home
Neptune, NJ 07753                Buyer's Warranty

Type of Business: The Debtors are properties of real estate
                  developer Solomon Dwek.  Mr. Dwek was accused of
                  defrauding P.N.C. Bank by depositing a bad
                  $25-million check on April 24, 2006 and then
                  transferring out most of the money the next day.

                  An involuntary chapter 7 petition was filed
                  against Mr. Dwek on Feb. 9, 2007 with the U.S.
                  Bankruptcy Court for the District of New Jersey.
                  On Feb. 22, 2007, the Court converted the case
                  to a chapter 11 reorganization under supervision
                  of a trustee.

Chapter 11 Petition Date: May 5, 2007

Court: District of New Jersey (Trenton)

Debtors' Counsel: Timothy P. Neumann, Esq.
                  Broege, Neumann, Fischer & Shaver, LLC
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484
                  Fax: (732) 223-2416

Financial condition of debtor-affiliates that filed on
September 27, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
   Tinton Falls Land, LLC                $800,000   $10,266,876

Financial condition of debtor-affiliates that filed on
September 4, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
   WLB Center, LLC                     $6,012,081    $3,652,480
   Asbury Gas, LLC                       $500,000      $132,298
   Jemar Enterprises, LLC              $2,200,000      $924,538
   Melville Dwek, LLC                    $425,000        $7,224
   Newport WLB, LLC                    $5,500,297    $4,903,989
   Red Bank Gas, LLC                   $1,030,000       $46,008
   WLB Highway, LLC                    $1,411,615    $7,000,000

Financial condition of debtor-affiliates that filed before
August 24, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
   Dwek Branches, LLC                 $14,638,167   $18,125,863
   Dwek Assets, LLC                   $21,096,393   $16,510,850
   WLB Center, LLC                     $6,012,081    $3,652,480
   Dwek Properties, LLC               $17,809,448   $23,403,588
   Neptune Medical, LLC                $3,206,961    $2,865,749
   Dwek Raleigh, L.L.C.                $6,250,291    $5,120,286
   Greenwood Plaza                     $7,384,944    $5,332,924
      Acquisitions LLC
   Sinking Springs II, L.L.C.          $4,317,585    $2,676,477
   Sinking Springs, L.P.               $3,958,181    $3,919,222
   1631 Highway 35, L.L.C.               $969,824      $235,379
   167 Monmouth Road, L.L.C.           $2,010,780      $782,872
   2100 Highway 35, L.L.C.             $3,364,561   $20,126,806
   230 Broadway, L.L.C.                $1,024,775    $5,411,444
   264 Highway 35, L.L.C.                $804,745      $422,973
   374 Monmouth Road, L.L.C.             $756,984    $5,115,620
   55 North Gilbert, L.L.C.            $5,100,907    $3,618,102
   601 Main Street, L.L.C.             $2,486,713    $5,000,000
   6201 Route 9, L.L.C.                $1,500,048    $1,136,975
   Aberdeen Gas, L.L.C.                  $300,100           $75
   Bath Avenue Holdings, L.L.C.          $427,386    $5,002,253
   Belmar Gas, L.L.C.                    $902,777    $7,000,000
   Berkeley Heights Gas, L.L.C.        $3,765,774    $9,590,389
   Brick Gas, L.L.C.                     $569,110            $0
   Dover Estates, L.L.C.               $5,000,000    $2,078,935
   Dwek Gas, L.L.C.                    $3,909,148    $3,000,000
   Dwek Hopatchung, L.L.C.               $901,509      $645,506
   Dwek Income, L.L.C.                 $8,491,631   $12,071,262
   Dwek Ohio, L.L.C.                     $630,065      $504,185
   Dwek Pennsylvania, L.P.             $1,505,779    $1,142,160
   Dwek Wall, L.L.C.                   $4,283,804    $2,213,029
   Dwek Woodbridge, L.L.C.             $4,995,979    $2,863,687
   Kadosh, L.L.C.                        $900,121      $750,395
   Lacey Land, L.L.C.                    $850,027      $290,075
   Monmouth Plaza, L.L.C.                $752,829      $399,380
   P&Y Holdings, L.L.C.                  $637,630      $338,640
   Sugar Maple Estates, L.L.C.         $7,520,388    $5,472,159
   West Bangs Avenue, L.L.C.             $500,536      $248,343
   Beach Mart, L.L.C.                    $855,318    $5,468,135

A list of 180 largest unsecured creditors for the debtor-
affiliates that filed before August 24, 2007, is available for
free at http://researcharchives.com/t/s?232f  

A. WLB Center, LLC's List of its Four Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property                 Property                $1,310
Management, LLC                  Management
167 Monmouth Road
Oakhurst, NJ 07755

JCP&L                                                   Unknown
P.O. Box 3687
Akron, OH 44309-3687

NJ American Water Co.                                   Unknown
P.O. Box 371331
Pittsburgh, PA 15250-7331

NJNG                                                    Unknown
P.O. Box 1378
Belmar, NJ 07715-0001

B. Asbury Gas, LLC's List of its Seven Largest Unsecured
Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Brinkerhoof Environmental        Environmental         $122,415
Services                         Services at former
1913 Atlantic Avenue             Gulf Service
Suite R5                         Station
Manasquan, NJ 08736

Capital Property                 Property Management     $4,000
Management, LLC
167 Monmouth Road
Oakhurst, NJ 07755

Dickstein Associates Agency      Insurance               $2,844
4001 Asbury Avenue
Neptune, NJ 07753

JCP&L                            Utilities                 $129

NJ DEP                                                  Unknown

Township of Neptune                                        $785
Sewer Authority

Rent-A-Fence, Inc.                                         $196

C. Jemar Enterprises, LLC's List of its Three Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Coastal Property                 Property                  $120
Maintenance, LLC                 Maintenance
167 Monmouth Road
Oakhurst, NJ 07755

Cutting Edge Lawn Service, LLC                             $350
17 Tall Oaks Drive
Hazlet, NJ 07730

NJ DEP                                                  Unknown
401 East State Street
Trenton, NJ 08625

D. Melville Dwek, LLC's List of its Two Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property                 Property                $4,000
Management, LLC                  Management
167 Monmouth Road
Oakhurst, NJ 07755

NJ DEP                                                  Unknown
401 East State Street
Trenton, NJ 08625

E. Newport WLB, LLC's List of its 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Penn Federal Savings Bank                               $45,074
[unknown address]

Key Equipment Finance Co.                                $4,824
P.O. Box 203901
Houston, TX 77216-3901

NJ American Water Co.                                    $2,011
P.O. Box 371331
Pittsburgh, PA 15250-7331

Cutting Edge Lawn                                        $1,696
Service, LLC

Kleen Rite                                               $1,353

Morris County Elevator                                     $198

NJ Natural Gas Co.                                         $171

JRG Termite & Pest Control       Tenant                    $128

Dew Drop Lawn Sprinklers, LLC                               $53

Meridian Health Realty Corp.     Tenant                 Unknown

Dr. Christian Pierson            Tenant                 Unknown

Sovereign Bank                   Tenant                 Unknown

F. Red Bank Gas, LLC's List of its Four Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property                 Property                $4,000
Management, LLC                  Management
167 Monmouth Road
Oakhurst, NJ 07755

DMR Lawns & Landscapes, Inc.     Landscaping             $1,160
28 Broad Street
Eatontown, NJ 07724

Coastal Property                 Property                  $883
Maintenance, LLC                 Management
167 Monmouth Road
Oakhurst, NJ 07755

NJ DEP                                                  Unknown
401 East State Street
Trenton, NJ 08625

G. WLB Highway, LLC and Tinton Falls Land, LLC do not have
   any creditors who are not insiders.


STAR GAS: Moody's Lifts Corporate Family Rating to B3 from Caa1
---------------------------------------------------------------
Moody's Investors Service upgraded the Star Gas Partners L.P.
corporate family rating and probability of default rating to B3
from Caa1, and upgraded the partnership's $174 million non-
guaranteed 10.25% senior unsecured notes to Caa1, LGD 5 (75%) from
Caa3, LGD 5 (85%).  The outlook is stable.

Pete Speer, Moody's Vice-President/Senior Analyst commented, "The
ratings upgrade reflects Star Gas' improved operational
performance and increased liquidity since its debt restructuring
completed in April 2006."  Management's operational and customer
service initiatives have resulted in higher operating margins and
lower customer attrition rates. Net customer attrition has
declined both nominally and as a percentage of the customer base,
from 6.6% for fiscal year 2006 to 5% for LTM June 30, 2007.  Star
Gas has also used its revolver less to fund working capital needs
during the past heating season, resulting in higher amounts of
liquidity through the heating cycle than in years past.

The two notch upgrade of the senior unsecured notes reflects the
reduced utilization of Star Gas' senior secured revolver, which
reduced the notching down of the notes from the CFR to one notch
from two under Moody's LGD methodology.  If Star Gas were to
significantly reduce the amount of senior unsecured notes
outstanding and/or increase its utilization of its senior secured
revolver, it is possible that the two notch differential between
the CFR and the notes rating could be restored.

Star Gas' B3 CFR reflects the continued challenges the partnership
faces in growing its customer base through continued reductions in
customer attrition and acquisitions. The partnership has resumed
making acquisitions in 2007, purchasing five retail heating oil
dealers for $12.3 million through June 30, 2007 using available
cash. Star Gas currently has a reprieve on making distributions
until February 2009, which has temporarily improved its retained
cash flow and provided funds for acquisitions.  The minimum
quarterly distribution rate of $.0675 appears manageable in
comparison to the partnership's current operating results (annual
cash distribution of about $20.5 million), but it remains to be
seen if a higher distribution rate will be necessary to support
the partnership's unit price and provide an effective acquisition
currency.

Even though it is the largest U.S. distributor of home heating
oil, the market is highly fragmented, seasonal, and competitive.  
While customer conservation may have eased in this past heating
season, the recent increases in heating oil prices, if sustained,
could result in another round of conservation efforts.  The stable
outlook assumes that Star Gas will continue its improved operating
performance and liquidity, and will maintain a reasonable pace and
funding for acquisitions.

A positive outlook or ratings upgrade is possible if Star Gas
continues to improve its operating performance and is able to
achieve consistent volume growth through further reductions in its
customer attrition rate and effectively integrated acquisitions.

A negative outlook or ratings downgrade could occur if Star Gas
were to materially increase its leverage though debt funded
acquisitions or if it encounters issues in managing its commodity
price risks or working capital liquidity requirements.

Star Gas, a publicly traded master limited partnership based in
Stamford, Connecticut, distributes home heating oil and provides
related services primarily to residential customers in the New
England and Mid-Atlantic regions of the United States.


SWANN LAND: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Swann Land, L.L.C.
             c/o David Jones
             3651 Winfield Dunn Parkway
             Kodak, TN 37764

Bankruptcy Case No.: 07-33181

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Swann Land Development, L.L.C.             07-33182

Chapter 11 Petition Date: September 26, 2007

Court: Eastern District of Tennessee (Knoxville)

Debtors' Counsel: Bruce C. Bailey, Esq.
                  Chambliss, Bahner and Stophel, P.C.
                  Two Union Square, Suite 1000
                  Chattanooga, TN 37402
                  Tel: (423) 756-3000
                  Fax: (423) 265-9574

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Swann Land, L.L.C.          $1 Million to          $1 Million to
                            $100 Million           $100 Million

Swann Land Development,     $1 Million to          $1 Million to
L.L.C.                      $100 Million           $100 Million

Debtors' Consolidated List of their 18 Largest Unsecured
Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
Meredith Lane                                                  $1
c/o William D. Leader, Jr.
McGugin, Leader & Carlson,
P.L.C.
414 Union Street-Suite 1740
Nashville, TN 37219-1734

Margaret Barry                                                 $1
c/o William D. Leader, Jr.
McGugin, Leader & Carlson
P.L.C.
414 Union Street-Suite 1740
Nashville, TN 37219-1734

Charles Norris                                                 $1
c/o William D. Leader, Jr.
McGugin, Leader & Carlson,
PLC
414 Union Street - Suite 1740
Nashville, TN 37219-1734

William Norris                                                 $1

Andrew Norris                                                  $1

Meg Norris                                                     $1

Sarah Norris                                                   $1

Edith Norris Lane                                              $1

Thomas Norris                                                  $1

John L. Norris                                                 $1

Margaret Swann Norris                                          $1

David Jones                                               Unknown

Jefferson County Tax                                      Unknown
Authority

Jeffrey L. Jones                                          Unknown

Jon Woods                                                 Unknown

Kevin G. Pipes                                            Unknown

William Michael Parker                                    Unknown

William Parker                                            Unknown


TOYS "R" US: August 4 Balance Sheet Upside-Down by $710 Million
---------------------------------------------------------------
Toys "R" US Inc. filed its consolidated financial statements for
its second quarter ended Aug. 4, 2007.

The company reported total assets of $8.22 billion, total
liabilities of $8.80 billion, and minority interest of
$130.0 million at Aug. 4, 2007, resulting in a $710.0 million
total shareholders' deficit.

Net loss was $42.0 million in the three months ended Aug. 4, 2007,
a decrease from the $111.0 million net loss reported in the same
period last year.

Consolidated net sales increased to $2.60 billion for the thirteen
weeks ended Aug. 4, 2007, compared to $2.43 billion for the same
period ended July 29, 2006, due to comparable store net sales
improvements at all of the company's divisions, increased net
sales from the opening of an additional 43 wholly-owned stores
worldwide since July 29, 2006, and benefits in foreign currency
translation.  

The decrease in net loss mainly reflects increases in gross margin
of $88.0 million as a result of increased overall net sales, an
increase in income tax benefit of $43.0 million, net gains on
sales of properties of $12.0 million primarily related to the
consummation of a lease termination agreement, and decreased
interest expense of $9.0 million primarily due to reduced
borrowings and reduced amortization of deferred financing costs.

                    Recall of Certain Products

During the second quarter of fiscal 2007, the company, along with
the company's vendors, issued recalls for certain products that
failed to meet the company's safety and quality standards.  These
recalls have not had a material impact on the company's condensed
consolidated financial statements.

Full-text copies of the company's consolidated financial
statements for the quarter ended Aug. 4, 2007, are available for
free at http://researcharchives.com/t/s?23b9

                 Liquidity and Capital Resources

At Aug. 4, 2007, the company had $65.0 million in borrowings
outstanding, $116.0 million of outstanding letters of credit, and
remaining availability of $977.0 million under its $2 billion
secured revolving credit facility.  In addition, the company had
$38.0 million in borrowings outstanding and $356.0 million of
remaining availability under its multi-currency revolving credit
facilities.

                        About Toys "R" Us

Headquartered in Wayne, New Jersey, Toys "R" Us --
http://www.Toysrus.com/-- is a specialty toy retailer, which   
sells merchandise through more than 1,500 stores, including 586
stores in the U.S. and 700 international stores, which include
licensed and franchised stores, and through its Internet site.
Babies "R" Us is a baby product specialty store chain, which sells
merchandise through 256 stores in the U.S. as well as on the
Internet.

                          *     *     *

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


US AIRWAYS: Pilots Urge Management to Finalize Airline Merger
-------------------------------------------------------------
The corporate merger of US Airways Group Inc. and America West
Airlines Inc. was at one time met with critical acclaim by the
investment community, but is now alienating loyal customers with
its rock-bottom customer service, widespread mis-handling of
baggage, and lagging on-time performance.  Despite the fact that
it has been two years since the merger, US Airways management has
cashed in millions for themselves while the passengers, investors
and employees of the airline are suffering from a half-finished
merger.

This week, US Airways received a single FAA operating certificate.  
But rather than tackling the largest, most difficult issues first,
management has chosen to continually delay the true operational
merger of America West and US Airways, while reaping the benefit
of keeping the labor groups separate to the detriment of the new
airline and its passengers.

For two years, the pilots of America West and US Airways, who are
both represented by the Air Line Pilots Association,
International, have met with management to negotiate a fair,
single agreement that would bring them in line with each other,
and recognize the contributions and sacrifices each made to ensure
the viability of their respective airlines.  During this time, the
pilots have worked under separate, mediocre contracts that were
either negotiated in bankruptcy or under severe government loan
restrictions.  Management has taken advantage of the pilots'
sacrifices to fund their grand schemes for a bigger airline and
make billions of dollars for themselves and their investors while
keeping the pilots at bottom-of-the-barrel pay, work rules and
benefits.

In response to the protracted pace of negotiations, the US Airways
pilots recently launched an "Equal Pay for Equal Work" campaign,
and rallied at the Washington National Airport yesterday,
Sept. 27, 2007.  The America West pilots support the efforts of
their union brothers and sisters, and will continue to work toward
achieving parity and beyond within the joint negotiations process.

"We are ready, willing and able to negotiate a fair contract that
benefits our pilots and our airline," Captain John McIlvenna,
chairman of the America West Master Executive Council, said.  
"From the beginning, we have stated that we will not pay for this
merger, but considering how long it took for management to come to
the table with their first economic proposal, they have clearly
not gotten this message.  It's time for management to stop trying
to divide labor and come to the table with reasonable proposals
that meet the needs of all US Airways pilots.  Our pilots deserve
a fair contract, and there is no reason why we cannot have a
tentative agreement negotiated by the end of 2007.  Management has
made millions on the backs of labor and it is well past time for a
return on our investments."

As reported in the Troubled Company Reporter on March 1, 2007,
US Airways and America West units of ALPA, filed a lawsuit in the
U.S. District Court of Philadelphia demanding that US Airways halt
plans that attempt to illegally merge the airlines until a single
contract is reached between both pilot groups, as is required
under the Railway Labor Act and an agreement reached by the
parties in September 2005.

US Airways plans to eliminate America West's HP designator code
from reservation systems, which means that all flights will be
listed as a US Airways flight.  The code elimination is in
violation of the Transition Agreement negotiated with the two
pilot groups that promised that the two airlines would remain
separated until a single pilot collective bargaining agreement is
reached.

Prior to the merger, the two pilot groups negotiated a Transition
Agreement with management requiring three components before the
operational integration of the pilots could occur -- a single FAA
operating certificate, a joint collective bargaining agreement,
and an integrated seniority list.  With the single FAA operating
certificate in place and a merged seniority list complete, a
single pilot contract will allow management to complete the merger
and capitalize on the yet unrealized synergies, which would
benefit the investors, employees and passengers of the new US
Airways.

The America West Airlines pilots' contract became amendable in
December 2006.  The US Airways pilots' contract becomes amendable
in December 2009.

Founded in 1931, Air Line Pilots Association, International –-
http://www.alpa.org/-- is the collective bargaining agent for the  
nearly 1,900 pilots at America West Airlines.  ALPA is the world's
largest pilot union, representing more than 60,000 pilots at 41
airlines in the United States and Canada.

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in
their restructuring efforts.  In the Company's second bankruptcy
filing, it lists $8,805,972,000 in total assets and $8,702,437,000
in total debts.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.

                          *     *     *

US Airways Group Inc.'s $1.6 billion secured credit facility due
2014, currently being syndicated carries, Standard & Poor's
Ratings Services 'B' rating.  That rating was assigned in March
2007.


US AIRWAYS: Pilots Protest on Pay Discrimination
------------------------------------------------
On the two-year anniversary of the merger of US Airways Group Inc.
and America West Ailines Inc., the US Airways pilots rallied at
Reagan National Airport to demand that management provide them
with the same wages as their America West counterparts.  Both
pilot groups, represented by the Air Line Pilots Association,
International, fly the same aircraft, routes and passengers.

Currently, America West captains, on average, earn about $20,000
more a year than US Airways captains.  When the US Airways/America
West merger was completed, the US Airways pilots expected
management to provide pay parity, much like management offered to
the pilots last year during the proposed Delta merger.  Now, two
years after the US Airways/America West merger, the US Airways
pilots continue to labor under a post-9/11 bankruptcy-enforced
contract that leaves them with the lowest-paid wages among the
major carriers, even though management has raised the wages of all
of the airline's other employee groups.

"Our pilots committed an astounding $6.8 billion to enable US
Airways to successfully reorganize," US Airways Master Executive
Council Chairman Captain Jack Stephan said.  "Our wages were
reduced by nearly fifty percent and our pensions were terminated.  
We agreed to more flexible schedules that separate us from our
families more each month and work us to the legal maximum, which
has caused fatigue among the pilot group.  While we could
rightfully expect to be treated much differently for making truly
heroic decisions, we simply ask that we be treated the same as the
America West pilots.  Instead, two years have passed, and we're
still waiting.  Even worse, we watch management reward themselves
with lucrative bonuses paid for by the loss of our pensions.  We
call that bankruptcy profiteering."

In order to achieve pay parity, the US Airways pilots are engaged
in several lawful programs, such as a "Do Your Own Job" campaign,
which encourages pilots to focus solely on their responsibilities
and not cover for the myriad of operational shortfalls until they
are compensated accordingly.

The US Airways pilots also share their passengers' frustration
about the state of the airline's operations and are embarrassed by
the company's well-documented customer service problems.

"We've watched as management attempts to whitewash US Airways'
dismal operations and dismal employee relations," Capt. Stephan
added.  "It is apparent that management's attention to customer
service is indicative of how they treat their employees.  A
motivated and invested workforce may be in the distant future, but
for now, management will not see any degree of labor peace until
they treat employees like the integral part of the airline that
they are."

Founded in 1931, Air Line Pilots Association, International –-
http://www.alpa.org/-- is the collective bargaining agent for the  
nearly 1,900 pilots at America West Airlines.  ALPA is the world's
largest pilot union, representing more than 60,000 pilots at 41
airlines in the United States and Canada.

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in
their restructuring efforts.  In the Company's second bankruptcy
filing, it lists $8,805,972,000 in total assets and $8,702,437,000
in total debts.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.

                          *     *     *

US Airways Group Inc.'s $1.6 billion secured credit facility due
2014, currently being syndicated, carries Standard & Poor's
Ratings Services 'B' rating.  That rating was assigned in March
2007.


US AIRWAYS: Flight Attendants' Labor Issues Still Unresolved
------------------------------------------------------------
Yesterday, Sept. 27, 2007, marks the two year anniversary of the
merger between US Airways Group Inc. and America West Airlines
Inc., yet flight attendants see no reason to celebrate.  Single
contract talks between management and flight attendants have
dragged on for over 19 months with simple non-economic issues
unresolved.  Both groups of flight attendants are represented by
the Association of Flight Attendants-CWA.  A single working
agreement between US Airways and America West flight attendant
groups is necessary for the operational merger to be complete.

"Flight attendants have reached their limit in the level of
frustration with management over the status of contract
negotiations, as well as the operational and service failures that
have disrupted the travel plans of thousands of US Airways
passengers over the summer," Gary Richardson, America West, AFA-
CWA President, said.

"Since the financial merger of the two carriers was consummated,
US Airways has racked up nearly a billion dollars in profit, and
yet management refuses any meaningful improvements to wages or
benefits for flight attendants," Mike Flores, US Airways, AFA-CWA
President, said.  "The virtual merger and profits all continue to
be the result of employee concessions and give backs and now is
the time to recognize those sacrifices at the bargaining table."

Flight attendants at America West have not seen raises or
workplace improvements in over four years.  US Airways flight
attendants continue to work under a concessionary agreement put in
place during the last bankruptcy, which eroded pay scales,
terminated pensions and slashed benefits.  Passengers have been
exposed to poor operations, short staffing, delays, and merger
related system failures.  Yet while employee and passenger
relations continue to decline, US Airways management has reaped
millions in bonuses.

On Oct. 16, 2007, flight attendants from twenty AFA-CWA carriers
across the nation and the world will descend on Phoenix, Arizona,
for informational picketing and protest activities in a mass
demonstration of solidarity and support for flight attendants at
US Airways.

For over 60 years, the Association of Flight Attendants
http://www.afanet.org/-- has been serving as the voice for flight  
attendants in the workplace, in the aviation industry, in the
media and on Capitol Hill.  More than 55,000 flight attendants at
20 airlines come together to form AFA-CWA, the world's largest
flight attendant union.  AFA is part of the 700,000-member strong
Communications Workers of America, AFL-CIO.

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in
their restructuring efforts.  In the Company's second bankruptcy
filing, it lists $8,805,972,000 in total assets and $8,702,437,000
in total debts.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.

                          *     *     *

US Airways Group Inc.'s $1.6 billion secured credit facility due
2014, currently being syndicated, carries Standard & Poor's
Ratings Services 'B' rating.  That rating was assigned in March
2007.


USEC INC: S&P Junks Rating on $500MM Convertible Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' senior
unsecured rating to USEC Inc.'s $500 million 3% convertible senior
unsecured notes due Oct. 1, 2014.  At the same time, S&P affirmed
its 'B-' corporate credit rating on the company.  The outlook is
negative on Bethesda, Maryland-based USEC, a leading supplier of
low enriched uranium.
     
Proceeds from the offering, which is expected to close on
Sept. 28, 2007, combined with a common stock offering, will be
used to help fund the development of a highly efficient centrifuge
facility in Ohio, American Centrifuge, and for general corporate
purposes.
     
Pro forma for the sale of the notes, total long-term debt
outstanding will be about $650 million.
     
"The negative outlook reflects the threat to USEC's competitive
position posed by LES and by technology uncertainty," said
Standard & Poor's credit analyst Marie Shmaruk.  "We could lower
the ratings if USEC's new technology proves commercially unviable,
liquidity declines substantially, or Russia terminates the Russian
Suspension Agreement, under which USEC buys enriched uranium from
Russia.  S&P are unlikely to raise the ratings before there is
further certainty about the funding and commercial viability of
the new enrichment facility."


VITESSE SEMICONDUCTOR: Bondholders Okay Indenture Amendment
-----------------------------------------------------------
Vitesse Semiconductor Corporation received the required consents
from the bondholders to amend the indenture governing the
company's 1.5% Convertible Subordinated Debentures Due 2024.

In the amendment, the bondholders will instruct the Trustee to
agree to rescind and annul the asserted acceleration of the
Debentures and any events of default asserted in connection with
that asserted acceleration.  

Additionally, it provides that the company's failure to file its
required reports with the Securities and Exchange Commission will
not be a default or event of default under the Indenture prior to
the earlier of:

   (A) the date on which the company gives notice to the
       Trustee under the indenture that it has filed all its
       required reports with the Securities and Exchange
       Commission for a period of 12 consecutive months; and

   (B) Dec. 31, 2012.

As part of this amendment, the interest payable of the Debentures
on Oct. 1, 2007, will be increased by $20 per $1,000 principal
amount of the Debentures.

"We are pleased to receive bondholder approval for the amendment,"
Christopher R. Gardner, chief executive officer of Vitesse, said.  
"This is one clear example of the deliberate actions we are taking
as part of our restatement and reaudit plan.  In the July 2007
investor call, our goal is to present complete audited financial
statements for years 2007 and 2006 by the first quarter of
calendar year 2008."

           About Vitesse Semiconductor Corporation

Headquartered in Camarillo, California, Vitesse Semiconductor
Corporation (OTC:VTSS) -- http://www.vitesse.com/-- is a supplier  
of integrated circuits targeted at systems manufacturers in the
communications and storage industries.  Within the communications
industry, the company's products address the enterprise, metro and
core segments of the communications network, where they enable
data to be transmitted, processed and switched under a range of
protocols. In the storage industry, the company's products enable
storage devices to be networked.  

                       *     *     *

In April 2002, Moody's Investor Services placed Vitesse
Semiconductor Corporation's long term corporate family rating at
'B1' and its subordinated debt rating at 'B3'.  The outlook is
stable.  These ratings still hold to date.


* Alvarez & Marsal Names Fred Matteson as Senior Director
---------------------------------------------------------
Alvarez & Marsal Business Consulting, LLC, has named Fred
Matteson, experienced business and IT executive, as senior
director.  Mr. Matteson is based in San Francisco.

Bringing more than 25 years of industry experience, Mr. Matteson
focuses on large scale reliability and scaling initiatives,
e-commerce, developing business architecture and leading
organizational change.

Over the course of his career, he has served as chief information
officer and in other senior executive positions for major
insurance and financial services companies, as well as consulted
with emerging technology companies on marketing and launch
initiatives and advised blue chip corporations on strategic change
in IT.  

"Fred is an extremely knowledgeable business and IT leader with
a proven track record for driving organizations to adapt and
progress with the rapid pace of advancing technology," said Tom
Elsenbrook, CEO of Alvarez & Marsal Business Consulting.  "As
we continue to work with large-scale organizations to recommend,
devise and implement changes to the enterprise that improve the
overall performance of the company, his insight and leadership
will be invaluable."

Prior to joining A&M, Mr. Matteson was a managing director with
business consultancy Counterpoint Advisors, LLC.  Prior to
Counterpoint, he was CIO and member of the executive committee of
Fireman’s Fund Insurance Company, and North American CIO for its
parent, Allianz AG.

Before Fireman’s Fund, Mr. Matteson was executive vice president
at Charles Schwab and Co. Inc., where he served as a key member
of the management team responsible for transforming financial
services through the Internet.

Earlier, Mr. Matteson led worldwide technology operations for
Morgan Stanley and served in senior technology positions in
trading and investment banking at Lehman Brothers, Nomura
Securities and First Boston.

Mr. Matteson began his career as a communications officer in the
U.S. Marine Corps.  He received a bachelor’s degree from the
University of Arkansas.

                      About Alvarez & Marsal

Alvarez & Marsal -- http://www.alvarezandmarsal.com/-- is a    
professional services firm with expertise in guiding
underperforming companies and public sector entities through
complex operational, financial and organizational challenges.  The
firm excels in problem solving and value creation, and brings a
bias toward executing solutions with a distinctive hands-on
approach to serving clients, management and stakeholders.  

Founded in 1983, Alvarez & Marsal draws on its strong operational
heritage to provide specialized services, including Turnaround and
Management Advisory, Crisis and Interim Management, Performance
Improvement, Creditor Advisory Services, Corporate Finance,
Dispute Analysis and Forensics, Tax Advisory, Business Consulting,
Real Estate Advisory and Transaction Advisory.  A network of
experienced professionals in locations across the U.S., Europe,
Asia and Latin America, enables the firm to deliver on its proven
reputation for leadership, problem solving and value creation.

                    About Alvarez & Marsal Business

Alvarez & Marsal Business Consulting offers strategy and
corporate, information technology, finance, human resources,
customer, channel and otsourcing advisory Services.  A&M Business
works closely with  high-performing and under-performing
organizations to improve businesses processes as an extension
of executive management teams to implement action plans.  


* Joe Carson Named New Director in AlixPartners' Michigan Office
----------------------------------------------------------------
AlixPartners LLP appointed Joe Carson, a new director in its
Southfield, Michigan office.

Mr. Carson is a senior strategic procurement executive with
extensive hands-on operational experience in supply chain, sales,
marketing and professional services in both large and mid-sized
global corporations.  Prior to joining AlixPartners, he was the
chief procurement executive at Lucent Technologies where he
managed an award-winning transformation of a decentralized,
tactical purchasing function to a centralized, strategic, highly-
leveraged procurement team.

Mr. Carson holds a Bachelor of Electrical Engineering degree from
the Georgia Institute of Technology as well as an MBA from Duke
University. He was named a "Top CPO" by Purchasing Magazine in
October 2006, and the Lucent team he was part of was awarded
Purchasing Magazine’s "Spend Analysis Award" in 2004.  Mr. Carson
also received Purchasing Magazine's Medal of Excellence in 2002.

                         About AlixPartners

AlixPartners LLP -- http://www.alixpartners.com/-- is a global  
restructuring, consulting, and financial advisory firm.  The
AlixPartners' "one-stop-shop" suite of services range from
operational performance improvement and financial restructuring
across all major corporate disciplines (manufacturing, supply
chain, IT, and sales and marketing), to financial advisory
services (financial reporting, corporate governance and
investigations, and litigation consulting), to technology-enabled
claims management.  Headquartered in Michigan, the firm has 700
employees in Chicago, Dallas, Detroit, Düsseldorf, London, Los
Angeles, Milan, Munich, New York, Paris, San Francisco, Shanghai,
and Tokyo.


* New Directors Appointed in AlixPartners' London and NY Offices
----------------------------------------------------------------
AlixPartners LLP added two new directors to its New York office,
namely, Steven Filchock and Harvey Rubinson.  AlixPartners also
expanded its Performance Improvement Practice with the appointment
of two new directors in its London office: Lawrence Copeland and
Fredrik Gezelius.

Mr. Filchock, age 41, brings more than 20 years of experience as a
management consultant and operational executive.  His prior
consulting experience includes being a principal in Kalypso, a
boutique management consultancy based in San Antonio, Texas,
specializing in innovation strategy and technology.  Previously,
he was a principal with Deloitte Consulting, where he spent seven
years in Asia and held the role of president and managing director
with Deloitte Consulting Korea prior to repatriating to the US.  
He began his professional career as a manufacturing and
distribution manager for Procter & Gamble.

Mr. Filchock holds a MBA in operations and management from Olin
School of Business at Washington University, St. Louis, and a
bachelor's degree in mechanical engineering, cum laude, from the
University of Pittsburgh.

Mr. Rubinson, age 64, is a results-oriented senior executive with
more than 30 years of domestic and international management and
consulting experience.  His expertise is in providing
restructuring and reorganization leadership services to companies
in the apparel/textile, retail, consumer products, manufacturing,
and telecommunications industries, among others.  Prior to
AlixPartners, he was a managing director with XRoads Solutions
Group in New York where he held several interim management
positions, including interim chief financial officer, in addition
to serving as a financial advisor to his clients.

Prior to becoming a consultant, Mr. Rubinson was chief operating
officer for two major divisions of manufacturers of apparel,
textile and shoes, and he was the chief operating officer for the
largest emblem manufacturer in the US. He earned a bachelor's
degree in industrial engineering from Drexel University, as well
as an MBA with distinction from the Wharton School of the
University of Pennsylvania.

Mr. Copeland is a seasoned procurement practitioner with over
twenty years of experience in his field. Over this period of time,
he has worked for Mars Inc., Visa International and Cadbury
Schweppes.  Some of his key achievements have been leading the
delivery of post-acquisition procurement benefits, global
restructuring and integrating multiple procurement teams and
driving significant savings from marketing investments.  Prior to
joining AlixPartners, he was the Procurement Implementation
Director for Cadbury Schweppes.  Mr. Copeland holds a degree in
hotel and business management, and he is a member of the Chartered
Institute of Purchasing and Supply.

Mr. Gezelius has seventeen years of experience addressing
strategic, managerial and operational issues in large and medium-
sized companies, both in a senior executive as well as in a
consulting capacity.  Most recently, he worked as a fund manager
for the Hermes European Focus Fund whose investment philosophy is
to actively engage with its portfolio of listed European companies
to enhance shareholder value.  Between 2001 and 2006, he was the
Chief Executive Officer of BDO Nordic in Sweden, a large business
advisory organization with 40 offices across the country.  During
his time as CEO, he managed the restructuring and refocusing of
unprofitable business segments, returning them to a healthy state.  
Mr. Gezelius holds an MBA from the Stockholm School of Economics.

                         About AlixPartners

AlixPartners LLP -- http://www.alixpartners.com/-- is a global  
restructuring, consulting, and financial advisory firm.  The
AlixPartners' "one-stop-shop" suite of services range from
operational performance improvement and financial restructuring
across all major corporate disciplines (manufacturing, supply
chain, IT, and sales and marketing), to financial advisory
services (financial reporting, corporate governance and
investigations, and litigation consulting), to technology-enabled
claims management.  Headquartered in Michigan, the firm has 700
employees in Chicago, Dallas, Detroit, Düsseldorf, London, Los
Angeles, Milan, Munich, New York, Paris, San Francisco, Shanghai,
and Tokyo.


* Leigh Ganchan Joins Haynes and Boone's Houston Office
-------------------------------------------------------
Haynes and Boone, LLP disclosed that Leigh Ganchan will join the
firm's Houston office to lead its immigration practice group.

Ms. Ganchan will advise clients across a vast array of industries
on employment visa strategies and citizenship matters, including
employment eligibility compliance and preparing individuals for
U.S. Consulate interviews.  She also helps clients perform
immigration due diligence in preparation for mergers, acquisitions
or restructurings.  Ms. Ganchan is certified in Immigration and
Nationality law by the Texas Board of Legal Specialization.

"Ms. Ganchan is uniquely qualified to shepherd our clients through
the complex immigration environment," said Tim Powers, head of
Haynes and Boone's International Practice Group and a member of
the firm’s board of directors.  "{Ms. Ganchan] has experienced
immigration issues from a variety of angles.  She’s held positions
in government, in the government affairs office of a major
airline, with the United Nations High Commissioner for Refugees
and in private practice."

>From 1996 to 1999, Ms. Ganchan gained insight into the enforcement
side of immigration law during her tenure as an Assistant District
Counsel for the U.S. Immigration and Naturalization Service.  She
currently serves as chair for American Immigration Lawyers
Association Liaison Committee to the Texas Service Center and sits
on the AILA National Liaison Committee to the U.S. Citizenship and
Immigration Services headquarters.  She’s also editor-in-chief for
the 2006 edition of "Handbook on Immigration for Entertainers,
Artists, Athletes" and was selected for the International Who's
Who in Immigration Law for 2007.

Ms. Ganchan, a 1991 graduate of the University of Alabama, earned
her law degree at American University's Washington College of Law
and holds a diploma from the Universite Paris X in European and
International Legal Studies.  She also earned a post-graduate
degree from the University of Vienna.

                      About Haynes and Boone

Haynes and Boone, LLP is an international corporate law firm with
offices in Texas, New York, Washington, D.C., Mexico City and
Moscow, providing a full spectrum of legal services. With more
than 450 attorneys, Haynes and Boone is ranked among the largest
law firms in the nation by The National Law Journal.  The firm has
been recognized by Vault.com as one of the "20 Best Law Firms to
Work For," by Corporate Board Member Magazine as one of the "Best
Corporate Law Firms in America," and has received the Minority
Corporate Counsel Association's Thomas L. Sager Award for its
commitment to diversity.   


* Dewey & LeBoeuf Begins Operations as Merged Firms on October 1
----------------------------------------------------------------
Partnerships of both Dewey Ballantine LLP and LeBoeuf Lamb Greene
& MacRae LLP have approved the combination of the two firms.  The
two firms will begin operating as Dewey & LeBoeuf LLP effective
Oct. 1, 2007.
    
The merger will result in a firm with more than 1,300 attorneys in
12 countries.  Dewey & LeBoeuf will be headquartered in New York
City, and will be led by Chairman Steven H. Davis and an executive
committee with equal representation from Dewey Ballantine and
LeBoeuf Lamb.
    
"This is an historic day for our two firms, as together we will
become one of the premier New York law firms with extensive global
reach," LeBoeuf Lamb's Chairman, Steven H. Davis, said. "The
widespread support we have received from our partners, associates,
staff and clients throughout the merger process has been crucial
in making this combination a success.  We are excited about our
future and look forward to capitalizing on the enhanced quality,
scale and scope of Dewey & LeBoeuf to deliver a powerful array of
offerings and resources to our clients worldwide."
    
            About LeBoeuf, Lamb, Greene & MacRae LLP
    
Headquartered in New York, LeBoeuf, Lamb, Greene & MacRae LLP --
http://www.llgm.com/-- is an international law firm with over 700  
lawyers located in the United States (New York, Washington, D.C.,
Albany, Boston, Chicago, Hartford, Houston, Jacksonville, Los
Angeles, and San Francisco), United Kingdom (London), Belgium
(Brussels), China (Beijing and Hong Kong), France (Paris),
Kazakhstan (Almaty), Russia (Moscow), South Africa (Johannesburg),
and Saudi Arabia (Riyadh).  Founded in 1929, the firm's experience
in the energy, utilities, and insurance industries has brought it
to positions in the corporate and financial services, bankruptcy,
and litigation practice worldwide.  LeBoeuf Lamb represents a
diverse range of clients within areas such as banking, finance,
insurance, energy, telecommunications, e-commerce, transportation,
manufacturing, real estate, and entertainment, well as trade
associations and government agencies.

                     About Dewey Ballantine LLP
   
Based in New York, and founded in 1909, Dewey Ballantine LLP --
http://www.deweyballantine.com/-- is an international law firm   
with over 550 lawyers located in the United States (New York,
Washington D.C., Los Angeles, East Palo Alto, Houston, Austin,
Charlotte), United Kingdom (London), Germany (Frankfurt), Italy
(Milan, Rome), Poland (Warsaw), and China (Beijing).  Through its
network of offices, the firm handles some of the largest, most
complex corporate transactions, litigation and tax matters in
areas such as M&A, private equity, project finance, corporate
finance, corporate reorganization and bankruptcy, antitrust,
intellectual property, sports law, structured finance and
international trade.  Industry specializations include energy and
utilities, healthcare, insurance, financial services, media,
consumer and industrial goods, consumer electronics, technology,
telecommunications and transportation.


* BOOK REVIEW: Mergers and Acquisitions
---------------------------------------
Editor:     Michael Keenan and Lawrence J. White
Publisher:  Beard Books
Hardcover:  368 pages
List Price: $34.95

Order your personal copy at

http://amazon.com/exec/obidos/ASIN/1587981874/internetbankrupt

Mergers and Acquisitions edited by Michael Keenan and Lawrence J.
White is an excellent chronicle of the diversity of perspectives,
disciplines, arguments, and conclusions concerning mergers and
acquisitions extant in the 1980s.

Following an active decade of mergers and acquisitions, in January
1981 the Salomon Center for the Study of Financial Institutions at
New York University held a conference to explore a wide range of
issues concerning mergers and acquisitions.

Participants included academics, lawyers, government regulators,
security-industry representatives as well as representatives
actively involved in the merger process.

A product of the conference, this book encompasses theoretical
questions concerning mergers and acquisitions, legal and social
concerns, and mergers in the context of corporate strategic
planning.

                             *********

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

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

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

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

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

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

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

                             *********

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

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

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

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

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

                    *** End of Transmission ***