TCR_Public/071008.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, October 8, 2007, Vol. 11, No. 238

                             Headlines

ABFS MORTGAGE: Reduced Credit Enhancement Cues S&P to Cut Ratings
ACTION TRANSIT: Case Summary & 21 Largest Unsecured Creditors
ADVANCED COMM: June 30 Balance Sheet Upside-Down by $2,083,493
AEGIS MORTGAGE: Wants to Reject Two Briarpark Leases
ALERIS INTERNATIONAL: Earns $34.9 Million in Quarter Ended June 30

ALLISON TRANSMISSION: Moody's Holds B2 Corporate Family Rating
ALLISON TRANSMISSION: S&P Rates Proposed $550MM Sr. Notes at B-
ALTERNATIVE LOAN: S&P Downgrades Ratings on 13 Classes
AMERIQUEST NET: Fitch Cuts Rating on $24.1 Million Notes to BB
AMERIQUEST NET: Fitch Retains Junk Rating on $2 Million Notes

AMRESCO: Fitch Cuts Rating on $20 Million Class A Transaction
ARGENT ASSET: Fitch Cuts Rating on $17.8MM Class N1 Notes to BB
ARVINMERITOR: Expected Lower Earnings Cue Moody's to Cut Ratings
ARVINMERITOR INC: S&P Cuts Credit Rating to B+ with Neg. Outlook
ASPEN TECHNOLOGY: Gets Staff Determination Letter from Nasdaq

ASSET-BACKED: Fitch Cuts Rating on $8.9MM Class A2 Notes to BB
ASSET BACKED: Fitch Junks Rating on $1 Mil. Class N3 Debentures
ASSET BACKED: Fitch Retains Junk Ratings on Two NIM Notes
BASIS YIELD: Liquidators File Second Supplement to Petition
BANC OF AMERICA: Fitch Cuts Rating on $2.7MM Debentures to BB

BANC OF AMERICA: Moody's Junks Rating on $5.5 Mil. Class M Certs.
BAUSCH & LOMB: Gets Requisite Tenders for Debt Securities
BAUSCH & LOMB: S&P Cuts Credit Rating to B+ and Removes Neg. Watch
BILLIE VANDEVER: Case Summary & 19 Largest Unsecured Creditors
BIO-RAD LAB: Completes Purchase of 77.7% Outstanding DiaMed Shares

CENTAUR LLC: High Debt Leverage Prompts S&P's "B" Rating
CENTENNIAL COMMS: J. Mueller and P. Sunu Join Board of Directors
CHATTEM INC: Earns $16.3 Million in Third Quarter Ended Aug. 31
CHRYSLER LLC: UAW Gives 72-Hour Deadline for Deal Closure
CLASSICSTAR LLC: Court Approves Henry Watz as Bankruptcy Counsel

CLASSICSTAR LLC: Section 341(a) Meeting Scheduled for October 15
COMPASS MINERALS: Moody's Holds Corporate Family Rating at Ba3
CONEXANT SYSTEMS: Dennis O'Reilly to Leave Office on October 16
CONSECO INC: Obtains $76.5 Mil. Ceding Commission from REALIC
CONSTELLATION BRANDS: Earns $72.1 Million in Qtr. Ended Aug. 31

CORPORACION DURANGO: Fitch Rates $520 Million Notes at B+
COUNTRYWIDE NET: Fitch Junks Rating on $10.4 Million Notes
CREDIT-SUISSE: Fitch Junks Rating on $2 Million Class C NIM Notes
DOWNEY SAVINGS: Fitch Affirms 'B' Rating on $4.9MM Class N-4 Notes
EDDIE AUSTIN: Case Summary & 11 Largest Unsecured Creditors

EMERGYSTAT OF SULLIGENT: Voluntary Chapter 11 Case Summary
ENTERPRISE CONSTRUCTION: Case Summary & 20 Largest Creditors
EQUIFIRST NET: Fitch Junks Ratings on Three NIM Note Classes
FIRST MAGNUS: Wants to Withhold Objections to WaMu's Notices
FIRST UNION: Fitch Affirms Low-B Ratings on Three Cert. Classes

FREMONT NET: Pay-Down Performance Cues Fitch's Rating Actions
GENESCO INC: Shareholders Approve Redemption of Preferred Stock
GENOIL INC: Issues 107,825 Shares for Debt Cancellation Deal
GIBRALTAR INDUSTRIES: To Shut Down and Sell Hubbell Steel Unit
GIBRALTAR INDUSTRIES: Earns $11.9 Million in Quarter Ended June 30

GREATWIDE LOGISTICS: Moody's Cuts Ratings on Weak Credit Metrics
GREENBELT C.T.: Hires Garson Claxton as Special Counsel
GREENMAN TECH: Acquires Welch Products Via 98% Share Exchange
GS MORTGAGE: Fitch Junks Rating on $40 Million NIM Notes
HARBORVIEW: Fitch Affirms Low-B Ratings on 14 Note Classes

HERTZ CORP: Fitch Holds 'B+' Subordinated Debt Rating
HSI ASSET: Fitch Downgrades Ratings on Six Note Classes
HOMEBANC CORP: Committee Selects Mesirow as Financial Advisor
ICONIX BRAND: Completes $231 Mil. Buyout of Official Pillowtex
IXIS REAL: Fitch Holds 'BB+' Ratings on Two Note Classes

JEFFERY MEHIEL: Case Summary & 14 Largest Unsecured Creditors
J.P. MORGAN: Fitch Junks Ratings on Six Note Classes
J.P. MORGAN: Moody's Affirms Low-B Ratings on Three Cert. Classes
JMS CONVERTERS: Shuts Down Business, Files for Bankruptcy
KYLE GIBSON: Case Summary & Six Largest Unsecured Creditors

L&J SHEETS: Case Summary & Eight Largest Unsecured Creditors
LEAP WIRELESS: Earns $3.2 Million in Second Quarter Ended June 30
LEHMAN BROTHERS: Moody's Cuts Rating on Class M Certificates to B2
LIVE NATION: High Leverage Prompts S&P to Cut Credit Rating to B
LONG BEACH: Fitch Cuts Rating on $5.1MM Cl. N Notes to C from CCC

LONG BEACH: Fitch Junks Ratings on Three NIM Notes
MARK II FAMILY: Voluntary Chapter 11 Case Summary
MARK MCCLURE: Involuntary Chapter 11 Case Summary
MCJUNKIN RED: Moody's Places Corporate Family Rating at B1
MEDIRECT LATINO: Inks Standstill Agreement with Shareholders

MERITAGE: Fitch Downgrades Ratings on Eight Note Classes
MERITAGE: Fitch Junks Ratings on Two Note Classes
MERRILL LYNCH: S&P Junks Rating on Class B-2 Certificates
METROPCS COMMS: Earns $58 Million in Second Quarter Ended June 30
MILLENNIUM NEW JERSEY: S&P Withdraws 'B-' Corporate Credit Rating

MORGAN STANLEY: Fitch Holds 'BB+' Rating on $50.5 Million Notes
N-45 FIRST: S&P Lifts Rating on Class F Bonds to BB- from B
NASDAQ STOCK: Earns $56.1 Million in Second Quarter Ended June 30
NASDAQ STOCK: Lenders Raise Debt Commitment to $2.2 Billion
NEPHROS INC: Obtains AMEX Notice on Board Member Qualification

NETWOLVES CORP: To File Chap. 11 Plan; Reports Fourth Qtr. Results
NEW CENTURY: Fitch Retains Junk Rating on $28 Million Notes
NEXINNOVATIONS INC: SoftChoice To Buy Product Unit for $10 Million
NOMURA HOME: Pay-Down Performace Cues Fitch to Lower Ratings
NORTHCORE TECH: June 30 Balance Sheet Upside-Down by CDN$2.2 Mil.

NPS PHARMA: Extends $172 Mil. Sr. Notes Offering Until October 17
ODOM EXCAVATION: Case Summary & 16 Largest Unsecured Creditors
PARK PLACE: Fitch Junks Ratings on Seven NIM Note Classes
PARK PLACE: Fitch Takes Rating Actions on 11 NIM Note Classes
PEOPLE'S CHOICE: Fitch Junks Rating on $800,000 Notes

RELIANT ENERGY: Gets Final Okay to Use Lenders' Cash Collateral
RESIDENTIAL ASSET: Fitch Junks Ratings on Three NIM Note Classes
RH DONNELLEY: Completes Issuance of $1 Bil. Series A-4 Notes
RH DONNELLEY: To Offer Add'l $500MM of 8.875% Series A-4 Notes  
RHOMBUS MERGER: Prices Tender Offer for Ryerson's 8-1/4% Notes

RITCHIE (IRELAND): Selling Insurance Policies at a Nov. 9 Auction
RITCHIE (IRELAND): Wants Plan Filing Period Moved to January 16
ROBERT WEEDN: Voluntary Chapter 11 Case Summary
RODNEY POCHE: Case Summary & Seven Largest Unsecured Creditors
RURAL/METRO: Gets Nasdaq Regulatory Filing Non-Compliance Notice

RYERSON INC: Rhombus Merger Prices Offering of 8-1/4% Sr. Notes
SAIL NIM: Pay-Down Performance Prompts Fitch to Lower Ratings
SAINT GERMAIN: Moody's Reviews Ba3 Ratings on $50 Million Notes
SALOMON BROTHERS: Moody's Junks Ratings on Two Cert. Classes
SEALY CORP: Aug. 26 Balance Sheet Upside-Down by $128.4 Million

SG MORTGAGE: Fitch Lowers Ratings on Two Note Classes
SIERRA PACIFIC: Moody's Lifts Corporate Family Rating to Ba1
SIRIUS SATELLITE: Special Shareholders Meeting Set for Nov. 13
SMART MODULAR: Earns $13.2 Million in Fourth Quarter Ended Aug. 31
SPANISH BROADCASTING: High Leverage Cues Moody's to Cut Ratings

ST. MARY: Closes $153 Mil. Acquisition Deal with Rockford Energy
STEEL DYNAMICS: Intends to Market $500 Mil. of Debt Securities
STEEL DYNAMICS: Moody's Rates $500 Mil. Senior Debt at Ba2
STEEL DYNAMICS: S&P Rates Proposed $500MM Sr. Notes at BB+
STRUCTURED ASSET: Fitch Retains Junk Rating on Four Notes

STRUCTURED ASSET: Fitch Retains Junk Ratings on 14 Note Classes
STRUCTURED ASSET: Fitch Takes Rating Actions on 20 NIM Notes
STRUCTURED ASSET: Fitch Takes Rating Actions on 23 NIM Notes
TELESAT CANADA: Moody's Places Corporate Family Rating at B2
TENET HEALTHCARE: Unit Sells Hospital to Tariq Mahmood for $2 Mil.

TIME WARNER: Moody's Holds B2 Corporate Family Rating
TOPSS MEAT: Ends Operations After 67 Years
TRIAXX FUNDING: Fitch Cuts Ratings and Puts on Negative Watch
UAP HOLDING: Paying $0.225/Share Quarterly Dividend on December 3
UNIVERSAL FOOD: Court OKs Procedures for Sale of Georgia Assets

VIGIL LOCATING: Unit Submits Notice of Intention of a Proposal
WACHOVIA BANK: Moody's Rates $32.8 Million Class K Certs. at Ba2
WARP 9: HJ Associates Raises Going Concern Doubt Over Losses
WASHINGTON MUTUAL: Fitch Junks Ratings on Four NIM Note Classes
WENDY'S INTERNATIONAL: U.S. Same-Store Sales Up 0.2% in Third Qtr.

WHITLATCH & CO: Committee Wants McDonald Hopkins as Counsel
WHITLATCH & CO: Section 341(a) Meeting Slated for October 17
XM SATELLITE: Special Shareholders Meeting Set for November 13

* Fitch Says U.S. Retail Companies Have Solid Liquidity

* Dreier Stein and Browne Woods to Merge on January 1, 2008

* BOND PRICING: For the Week of Oct. 1 – Oct. 5, 2007

                             *********

ABFS MORTGAGE: Reduced Credit Enhancement Cues S&P to Cut Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of mortgage-backed certificates from ABFS Mortgage Loan
Trust's series 2002-2, 2002-3, 2002-4, and 2003-2.  Concurrently,
S&P lowered its rating on class B from series 2002-2 and removed
it from CreditWatch with negative implications.  At the same time,
S&P affirmed its ratings on 28 classes from these transactions and
from ABFS Mortgage Loan Trust's series 2000-1, 2000-3, 2000-4,
2001-1, 2001-2, 2001-3, 2001-4, 2002-1, and 2003-1.
     
The downgrades reflect a reduction in credit enhancement resulting
from monthly realized losses, as well as a high amount of severe
delinquencies (90-plus days, foreclosures, and REOs).  As of the
Sept. 25, 2007, remittance date, cumulative realized losses, as a
percentage of the original pool balance, ranged from 3.42% (series
2003-2) to 4.29% (series 2002-2).  Severe delinquencies, as a
percentage of the current pool balance, ranged from 20.49% to
42.81%.  
     
The affirmations reflect sufficient credit enhancement for the
current ratings.  For series 2000-1 through 2002-1, credit support
is provided by subordination, overcollateralization, and bond
insurance.  Bond insurance also supports classes A, A-IO, and M
from series 2003-2. The affirmed ratings on these bond-insured
transactions reflect the respective ratings on the bond insurance
companies.  
     
Credit support for series 2002-2 through 2003-1 is provided by
subordination, overcollateralization, and excess spread. The
affirmed classes in these series have actual and projected credit
support percentages that are in line with their original levels.
     
The collateral for all of the transactions consists primarily of
fixed-rate, closed-end, monthly-pay business purpose loans and
consumer purpose home equity loans secured by first, second, or
multiple mortgages or deeds of trust on residential or commercial
real properties.


                         Ratings Lowered

                      ABFS Mortgage Loan Trust

                                        Rating
                                        ------
             Series      Class         To      From
             ------      -----         --      ----
             2002-2      M-2           BB      A
             2002-3      B             B       BBB
             2002-4      B             BB      BBB
             2003-2      B             BB      BBB

      Rating Lowered and Removed from Creditwatch Negative

                    ABFS Mortgage Loan Trust

                                         Rating
                                         ------
             Series      Class         To      From
             ------      -----         --      ----
             2002-2      B             CCC     BB/Watch Neg

                       Ratings Affirmed

                    ABFS Mortgage Loan Trust

              Series      Class              Rating
              ------      -----              ------
              2000-1      A-1, A-2           AAA
              2000-3      A                  AAA
              2000-4      A                  AAA
              2001-1      A-1                AAA
              2001-2      A-1, A-IO, A-4     AAA
              2001-3      A-1, A-2           AAA
              2001-4      A                  AAA
              2002-1      A-5                AAA
              2002-2      A-6, A-7           AAA
              2002-2      M-1                AA
              2002-3      A                  AAA
              2002-3      M-1                AA
              2002-3      M-2                A
              2002-4      A-IO, A            AAA
              2002-4      M-1                AA
              2002-4      M-2                A
              2003-1      A, A-IO            AAA
              2003-1      M                  AA
              2003-2      A, A-IO            AAA
              2003-2      M                  AA


ACTION TRANSIT: Case Summary & 21 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Action Transit Inc.
        dba Superior Paving
        W770 Highway's 23-49
        Green Lake, WI 54941

Bankruptcy Case No.: 07-27904

Type of business: The Debtor is a highway surfacing and paving
                  contractor.

Chapter 11 Petition Date: October 4, 2007

Court: Eastern District of Wisconsin (Milwaukee)

Judge: Pamela Pepper

Debtor's Counsel: Galen W. Pittman, Esq.
                  300 North Second Street, Suite 210
                  P.O. Box 668
                  La Crosse, WI 54602-0668
                  Tel: (608) 784-0841

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 21 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Judy Hollatz                                             $850,000
N8789 Cty. F.F.
Ripon, WI 54971

SemFuel, L.P.                                             $90,441
955 Challenger Drive,
Suite A
Green Bay, WI 54311-8348

Grand River Co-op                                         $38,797
225 East John
Markesan, WI 53949

Ray's Tire                                                $29,164

Matthews Commercial Tire                                  $20,835
Center

Pomp's Tire Service, Inc.                                 $16,161

Meffert Oil Co., Inc.                                      $7,385

Sobieski Brothers, Repair                                  $5,518

Keuler, Thomas M., C.P.A.                                  $5,303

Trudell Trailers                                           $5,176

G.C.R. Tire Centers                                        $5,095

Cliff's Tire & Battery                                     $4,577

Humphrey Service Parts, Inc.                               $4,553

Huberty & Associates, S.C.                                 $4,212

Mallard Ridge Landfill                                     $4,084

Plymouth Lubricants                                        $3,964

J.M.E.C. Welding & Installation,                           $3,123
Inc.

Montey Welding & Repair                                    $3,030

James Klawitter                                            $2,244

F.I.C. Supply Company                                      $2,113

Aramark Uniform Services                                   $1,809


ADVANCED COMM: June 30 Balance Sheet Upside-Down by $2,083,493
--------------------------------------------------------------
Advanced Communications Technologies Inc.'s consolidated balance
sheet at June 30, 2007, showed $5,507,823 in total assets and
$7,591,316 in total liabilities, resulting in a $2,083,493 total
shareholders' deficit.

The company's June 30 balance sheet further showed $1,728,262 in
total current assets available to pay $4,205,116 in total current
liabilities, resulting in a working capital deficiency of
$2,477,000.

The company's consolidated current liabilities increased from
$2,959,000 as of June 30, 2006, to $4,205,000 as of June 30, 2007.  
For the year ended June 30, 2007, the company funded its ongoing
operations from working capital generated by Cyber-Test and the
issuance of Series A-1 Convertible Preferred Stock.

The company incurred a net loss of $1,250,000 and $574,000 for the
years ended June 30, 2007 and 2006, respectively.  Net sales for
the fiscal year ended June 30, 2007, amounted to $9,244,000 as
compared to net sales of $9,183,000 for the fiscal year ended
June 30, 2006, an increase of $61,000, or 0.7%.  The minor
increase in net sales in fiscal 2007 compared to fiscal 2006 was
due to an increase of $149,000, or 1.6%, in Cyber-Test's sales
offset by a decrease of $88,000 in sales by Encompass as final
PMIC inventory clearing sales were completed in the earlier
period.  

During fiscal 2007, Cyber-Test continued to experience the shift
in sales mix from its more traditional core work such as fax
machines, printers and multifunction machines repair work to an
increased volume of PDA, Blackberry and laptop repair work that
began in fiscal 2006.

The company's cost of sales totaled $6,133,000 for the fiscal year
ended June 30, 2007 as compared to $5,959,000 for the fiscal year
ended June 30, 2006 an increase of $174,000.  

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://ResearchArchives.com/t/s?240e

                   About Advanced Communications

Based in New York, Advanced Communications Technologies Inc.
(OTC BB: ADVC) -- http://www.advancedcomtech.net/-- is a  
public holding company specializing in the consumer electronic
aftermarket service and supply chain, known as reverse logistics.
Its wholly-owned subsidiary and principal operating unit,
Encompass Group Affiliates Inc. acquires and operates businesses
that provide office and consumer electronics repair services.
Encompass owns Cyber-Test Inc., an office and consumer electronic
equipment repair company based in Florida and the company's
principal operating business.  Encompass ceased the operations of
PMIC in California effective June 30, 2006.  The company currently
operates in one business segment, the repair and refurbishment
component of the reverse logistics industry.


AEGIS MORTGAGE: Wants to Reject Two Briarpark Leases
----------------------------------------------------
Aegis Mortgage Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
reject:

   a) an unexpired nonresidential real property lease and a
      related sublease the Debtors entered into with ABB Lummus
      Global, Inc., and with Quorum Business Solutions (USA),
      Inc.; and   

   b) abandon any personal property located at the leased
      premises.

The leases relate to the Debtors' branch location at 3010
Briarpark, Suite 700, Houston, Texas, for which the annual
rent payable by the Debtors is about $1,020,000.  The Debtors
vacated the location before Sept. 27, 2007.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
and Weintraub, LLP, in Wilmington, Delaware, says that the leases
are unnecessary to the continued operation of the Debtors'
business and have no value to their estates.  

Mr. O'Neill says that rejection of the leases will eliminate
under-performing assets, save cash and allow the management to
focus their limited resources on the operation of the Debtors'
core business.  He adds that the Debtors will save more than
$85,000 a month in rent payment as a result of the rejection of
the lease.  

With respect to the proposed abandonment, Mr. O'Neill notes that
the leased premises may contain various items of personal
property owned by the Debtors, which have inconsequential value
to the estates when considered in relation to the anticipated
expense of sale and any costs associated therewith.

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

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

The Debtors' exclusive period to file a plan expires on
Dec. 11, 2007.  Aegis Bankruptcy News, Issue No. 7, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/        
or 215/945-7000).


ALERIS INTERNATIONAL: Earns $34.9 Million in Quarter Ended June 30
------------------------------------------------------------------
Aleris International Inc. reported net income of $34.9 million on
revenues of $1.6 billion for the second quarter ended June 30,
2007, compared to net income of $55.4 million on revenues of
$1.0 billion for the second quarter of 2006.  

Results for 2007 include losses from special items consisting of
$19.5 million for the impact of recording previously acquired
assets at fair value, $1.7 million of restructuring and other
charges, $2.3 million of sponsor management fees, and $1.1 million
of charges for non-cash stock-based compensation, offset by
$46.7 million of unrealized gains on derivative financial
instruments.

Results for 2006 include $18.0 million of unrealized gains on
derivative financial instruments and a $300,000 benefit from
restructuring, as well as unfavorable special items of
$2.7 million for non-cash stock-based expense and $500,000 for the
impact of recording previously acquired assets at fair value.

EBITDA excluding special items totaled $104.6 million in the
second quarter of 2007 compared with $102.7 million in the same
period last year.  Results were driven primarily by the Corus
Aluminum acquisition and ongoing companywide productivity
initiatives, partially offset by lower sales volumes in some of
the company's North American based businesses, as well as
$23.7 million of losses on inventory hedges that were established
to reduce inventory exposure to fluctuations in the London Metal
Exchange.  The company expects to realize inventory hedge gains in
the third quarter 2007.

Free cash flow for the second quarter of 2007 was $119.9 million
compared with $38.0 million in the second quarter of 2006.  

Commenting on Aleris' second quarter results, Steven J. Demetriou,
chairman and chief executive officer, said, "We continue to be
pleased with the growth and development of Aleris during the
second quarter of 2007.  Though we were adversely impacted by
destocking in our distribution segment and challenging housing and
transportation segments in North America, we continue to make
progress on the integration of the Corus Aluminum acquisition in
Europe and cost reduction improvements throughout our global
operations which resulted in record free cash flow during the
quarter.  We now expect to achieve $65 million in synergies
related to Corus, an increase from our previous estimate of
$45 million."

Mr. Demetriou added, "Our strategic growth initiatives continued
with the completion of the acquisition of EKCO Products and the
announcement of the pending purchase of Wabash Alloys, which
produces aluminum casting alloys and molten metal throughout North
America.  We continue to focus on productivity and synergy
capture, which contributed $31 million in savings during the
second quarter, as well as growing through the acquisition of
quality assets that we expect will provide excellent returns to
our stakeholders."

For the first half of 2007, Aleris reported revenues of
$3.2 billion and a net loss of $18.2 million.  The results were
significantly impacted by unfavorable special items including
$86.2 million for the impact of recording previously acquired
assets at fair value, $8.9 million of restructuring and other
charges, $4.6 million of sponsor management fees, and $1.8 million
of charges for non-cash stock-based compensation, partially offset
by unrealized gains of $47.6 million on derivative financial
instruments.

For the comparable 2006 period, Aleris reported revenues of
$1.9 billion and net income of $83.6 million.  The 2006 results
included favorable special items of $17.2 million for unrealized
gains on derivative financial instruments and $300,000 related to
adjustments to reduce a restructuring accrual, partially offset by
charges of $4.5 million for stock-based compensation and
$1.6 million for the impact of recording previously acquired
assets at fair value.

EBITDA excluding special items of $222.3 million for the first
half of 2007 represents a 23% increase compared with
$181.1 million for the first half of 2006.  The increase were
primarily driven by the Corus Aluminum acquisition and companywide
productivity and synergy initiatives, offset partially by lower
sales volumes at some of the company's North American based
businesses, as well as $27.0 million of losses on inventory hedges
that were established to reduce inventory exposure to fluctuations
in the LME.  Free cash flow for the first half of 2007 was
$175.1 million compared with $76.5 million for the first half of
2006.

Capital expenditures were $47.5 million for the second quarter of
2007, compared with $14.8 million for the previous year's second
quarter.  The increase is primarily attributable to the Corus
Aluminum acquisition which accounted for $31 million of capital
expenditures in the second quarter 2007.  Year-to-date capital
expenditures were $92.2 million compared with $25.8 million in the
first half of 2006.

At June 30, 2007, the company's consolidated balance sheet showed
$4.92 billion in total assets, $4.07 in total liabilities, and
$850.8 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2409

                    About Aleris International

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

                         *     *     *

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


ALLISON TRANSMISSION: Moody's Holds B2 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Allison
Transmission Inc., including the Caa1 (LGD5, 89%) rating assigned
to the company's proposed unsecured notes due 2015, the company's
B2 corporate Family Rating and the B1 rating assigned to the
company's senior secured bank facilities.

Allison is issuing $550 million of unsecured notes, due 2015,
which represents a reduction in the size of the issuance from the
original $1.1 billion amount rated by Moody's on July 18, 2007.  
The proceeds from the current proposed offering will be used to
repay $550 million of the outstanding amounts under the company's
$1.1 billion bridge loan facility.  The reduction in issuance,
does not affect the assigned ratings.

The $550 million note offering represents a partial permanent
refinancing of the $1.1 billion bridge loan facility used to
finance the acquisition of Allison Transmission from General
Motors Corporation.

Allison Transmission Inc., based in Speedway, IN, designs and
manufactures automatic transmissions for commercial and military
vehicles.  Revenues in 2006 were roughly $2.4 billion.


ALLISON TRANSMISSION: S&P Rates Proposed $550MM Sr. Notes at B-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Allison Transmission Inc.'s proposed $550 million senior unsecured
notes due 2015.  The company plans to sell the notes privately
under Rule 144A of the Securities Act of 1933, and
the notes will not have registration rights.  S&P expect Allison
to use the proceeds from the notes to repay a portion of its $1.1
billion bridge loan.
     
Standard & Poor's also affirmed the 'B+' corporate credit rating
on Allison.  The outlook is negative.
     
The Carlyle Group and Onex Corp. acquired Indianapolis, Indiana-
based Allison, a manufacturer of automatic transmissions for
commercial vehicles, in August from General Motors Corp. in an
LBO.  Following the transaction, Allison
had about $4.2 billion in outstanding debt, which the proposed
notes offering and expected bridge loan repayment should not
affect.
      
"The ratings on Allison reflect its highly leveraged financial
profile, which more than offsets its leading market shares, good
end-market diversity, and high margins relative to those of other
automotive or commercial vehicle suppliers," said Standard &
Poor's credit analyst Gregg Lemos Stein.  The overall business
risk profile is weak, reflecting the cyclicality, high fixed
costs, customer concentration, and raw material price sensitivity
of the commercial vehicle supplier business.
     
The outlook is negative.  S&P expect the company's operating
performance to remain strong despite a near-term decline in
revenues and profitability resulting from the downturn in the
commercial-truck market.


ALTERNATIVE LOAN: S&P Downgrades Ratings on 13 Classes
------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 13
classes from six Alternative Loan Trust transactions.  
Concurrently, S&P removed seven of the lowered ratings from
CreditWatch with negative implications.  Furthermore, S&P affirmed
its ratings on the remaining classes from these six transactions.
     
The lowered ratings reflect a steady increase in the delinquency
pipeline–-particularly among severe delinquencies--in combination
with projected credit support percentages that are insufficient to
maintain the ratings at their previous levels.  Based on the
current collateral performance of these transactions, future
credit enhancement is projected to be
significantly lower than the original credit support.
     
As of the Sept. 25, 2007 distribution date, all of these
transactions experienced increases in severe delinquencies (90-
plus days, foreclosures, and REOs) as a percentage of their
current pool balances when compared to their current credit
support.  Severe delinquencies range from 0.77% (series 2003-J3)
to 10.13% (series 2005-2) of the current pool balances, while
total delinquencies for these transactions range from 2.80%
(series 2003-J3) to 16.96% (series 2005-2) of the current pool
balances.  Cumulative realized losses range from 0.03% (series
2004-34T1) to 0.15% (series 2004-14T2) of the
original pool balances.    
     
The affirmations reflect current credit support percentages that
are sufficient to maintain the ratings on these securities and
protect them from actual and projected losses.
     
Credit enhancement for these transactions is derived from
subordination.  The collateral supporting these transactions
consists of Alt-A fixed- and adjustable-rate mortgage loans with
terms to maturity of no more than 30 years.  


                        Ratings Lowered

                     Alternative Loan Trust
               Mortgage pass-through certificates

                                        Rating
                                        ------
          Series    Class          To             From
          ------    -----          --             ----
          2003-J3   B-3            B              BB
          2004-14T2 B-3            B              BB
          2004-15   B-3            B              BB
          2004-34T1 B-3            B              BB
          2004-35T2 B-3            B              BB
          2005-2    B-2            BB             BBB

     Ratings Lowered and Removed from Creditwatch Negative
   
                     Alternative Loan Trust
                Mortgage pass-through certificates

                                        Rating
                                        ------
          Series    Class          To             From
          ------    -----          --             ----
          2003-J3   B-4            CCC            B/Watch Neg
          2004-14T2 B-4            CCC            B/Watch Neg
          2004-15   B-4            CCC            B/Watch Neg
          2004-34T1 B-4            CCC            B/Watch Neg
          2004-35T2 B-4            CCC            B/Watch Neg
          2005-2    B-3            B              BB/Watch Neg
          2005-2    B-4            CCC            B/Watch Neg

                        Ratings Affirmed
   
                      Alternative Loan Trust
                Mortgage pass-through certificates

        Series     Class                        Rating
        ------     -----                        ------
        2005-2     1-A-1,2-A-1,3-A-1            AAA
        2005-2     M                            AA
        2005-2     B-1                          A
        2004-14T2  A-2, A-3, A-4, A-5, A-6      AAA
        2004-14T2  A-7, A-8, A-9, A-10, A-11    AAA
        2004-14T2  A-12, A-13, A-14, PO         AAA
        2004-14T2  M                            AA
        2004-14T2  B-1                          A
        2004-14T2  B-2                          BBB
        2003-J3    1-A-1, 1-A-2, 1-A-3, 1-X     AAA
        2003-J3    2-A-1, 2-X, PO               AAA
        2003-J3    M                            AA
        2003-J3    B-1                          A
        2003-J3    B-2                          BBB
        2004-15    1-A-1, 1-A-2, 2-A-1, 2-A-2   AAA
        2004-15    M                            AA
        2004-15    B-1                          A
        2004-15    B-2                          BBB
        2004-34T1  A-1, A-2, A-3                AAA
        2004-34T1  A-4, A-5, PO                 AAA
        2004-34T1  M                            AA
        2004-34T1  B-1                          A
        2004-34T1  B-2                          BBB
        2004-35T2  A-1, A-2, A-3                AAA
        2004-35T2  A-4, A-5, PO                 AAA
        2004-35T2  M                            AA
        2004-35T2  B-1                          A
        2004-35T2  B-2                          BBB


AMERIQUEST NET: Fitch Cuts Rating on $24.1 Million Notes to BB
--------------------------------------------------------------
Fitch Ratings has taken these rating actions on 10 Ameriquest Net
Interest Margin notes:

Ameriquest NIM trust, series 2005-RN1:
  -- $4.0 million class A affirmed at 'AAA' (Insured by Radian
     & FSA);
Underlying Transaction: Ameriquest Mortgage Securities 2005-R1

Ameriquest NIM trust, series 2005-RN2:
  -- $2.7 million class A affirmed at 'AAA' (Insured by Radian
     & FSA);
Underlying Transaction: Ameriquest Mortgage Securities 2005-R2

Ameriquest NIM trust, series 2005-RN3:
  -- $16.0 million class A affirmed at 'AAA' (Insured by Radian
     & FSA);
Underlying Transaction: Ameriquest Mortgage Securities 2005-R3

Ameriquest NIM trust, series 2005-RN4:
  -- $15.1 million class A affirmed at 'AAA' (Insured by Radian
     & FSA);
Underlying Transaction: Ameriquest Mortgage Securities 2005-R4

Ameriquest NIM trust, series 2005-RN5:
  -- $6.2 million class A affirmed at 'AAA' (Insured by Radian
     & FSA);
Underlying Transaction: Ameriquest Mortgage Securities 2005-R5

Ameriquest NIM trust, series 2005-RN6:
  -- $4.3 million class B affirmed at 'BBB-';
Underlying Transaction: Ameriquest Mortgage Securities 2005-R6

Ameriquest NIM trust, series 2005-RN7:
  -- $2.9 million class B affirmed at 'BBB-';
Underlying Transaction: Ameriquest Mortgage Securities 2005-R7

Ameriquest NIM trust, series 2005-RN8:
  -- $3.2 million class B affirmed at 'BBB-';
Underlying Transaction: Ameriquest Mortgage Securities 2005-R8

Ameriquest NIM trust, series 2005-RN9:
  -- $2.7 million class B affirmed at 'BB';
Underlying Transaction: Ameriquest Mortgage Securities 2005-R9

Ameriquest NIM trust, series 2006-M3
  -- $24.1 million class N1 downgraded to 'BB' from 'BBB-';
Underlying Transaction: Argent Securities 2006-M3

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.  The
updated assumptions better capture the deteriorating performance
of pools from 2006 and late 2005 with regard to continued poor
loan performance and home price weakness.


AMERIQUEST NET: Fitch Retains Junk Rating on $2 Million Notes
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on seven Ameriquest
Net Interest Margin notes:

AQ Finance NIM trust, series 2002-N4:
  -- $2.0 million notes remains at 'C/DR6';
Underlying Transaction: Ameriquest Mortgage Securities 2002-3

Ameriquest NIM trust, series 2004-RN1:
  -- $1.9 million notes affirmed at 'AAA' (Insured by Radian &
     FSA);
Underlying Transaction: Ameriquest Mortgage Securities 2004-R1

Ameriquest NIM trust, series 2004-RN2:
  -- $9.7 million notes affirmed at 'AAA' (Insured by Radian &
     FSA);
Underlying Transaction: Ameriquest Mortgage Securities 2004-R2

Ameriquest NIM trust, series 2004-RN3:
  -- $3.5 million notes affirmed at 'AAA' (Insured by Radian &
     FSA);
Underlying Transaction: Ameriquest Mortgage Securities 2004-R4

Ameriquest NIM trust, series 2004-RN8:
  -- $3.9 million notes affirmed at 'AAA' (Insured by Radian &
     FSA);
Underlying Transaction: Ameriquest Mortgage Securities 2004-R9

Ameriquest NIM trust, series 2004-RN9:
  -- $1.7 million class B affirmed at 'BBB';
Underlying Transaction: Ameriquest Mortgage Securities 2004-R10

Ameriquest NIM trust, series 2004-RN10:
  -- $1.0 million notes affirmed at 'AAA' (Insured by Radian &
     FSA);
Underlying Transaction: Ameriquest Mortgage Securities 2004-R11

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections.


AMRESCO: Fitch Cuts Rating on $20 Million Class A Transaction
-------------------------------------------------------------
Fitch Ratings has taken this rating action on the AMRESCO net
interest margin transaction:

AMRESCO NIM 1999-1:
  -- $20 million class A downgraded to 'C/DR4' from 'CC/DR4'.
     Underlying Transaction: AMRESCO 1998-1, AMRESCO 1998-2,
     AMRESCO 1998-3

The rating action reflects actual pay-down performance of the NIM
securities to date compared to initial projections.


ARGENT ASSET: Fitch Cuts Rating on $17.8MM Class N1 Notes to BB
---------------------------------------------------------------
Fitch Ratings has taken these rating actions on four Argent Asset
Holdings Net Interest Margin notes:

Argent NIM Notes, Series 2006-M1:
  -- $17.8 million class N1 downgraded to 'BB' from 'BBB-';
  -- $17.7 million class N2 downgraded to 'B' from 'BB';
  -- $14.1 million class N3 downgraded to 'C/DR6' from 'B+';
  -- $9.1 million class N4 downgraded to 'C/DR6' from 'B';
Underlying Transaction: Argent Securities 2006-M1

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.  The
updated assumptions better capture the deteriorating performance
of pools from 2006 and late 2005 with regard to continued poor
loan performance and home price weakness.


ARVINMERITOR: Expected Lower Earnings Cue Moody's to Cut Ratings
----------------------------------------------------------------
Moody's Investors Service downgraded ArvinMeritor's Corporate
Family Rating to B1 from Ba3 and maintained the outlook at stable.  
Moody's also lowered its ratings on the company's secured bank
obligations (to Ba1, LGD-1, 8% from Baa3, LGD-2, 13%) and
unsecured notes (to B2, LGD-4, 63% from B1, LGD-4, 63%).  The
Probability of Default is changed to B1 from Ba3, while the
company's Speculative Grade Liquidity rating remains SGL-2.  The
outlook is stable.

The rating actions follow the announcement by the company on
October 3rd, that its earnings per share for fiscal 2007 will be
meaningfully lower than anticipated.  ARM's current expectation is
for full-year EPS to be about $0.40 lower than its July 2007
expectation of $0.75 - $0.80.  This downward revision is the
result of severe adverse developments in the company's fourth
quarter ending September 30th.  

These developments include: lower than anticipated class 8 truck
volumes in North America, operational disruptions related to
attempts to meet significantly higher than expected demand in
Europe, receivable write-downs resulting from supplier
reorganizations, and weakness in the commercial vehicle
aftermarket and trailer markets.  Despite considerable progress
that ARM has made in reducing aggregate indebtedness and
strengthening its cost structure since 2006, the significant
erosion in the fourth quarter's operating environment will likely
result in the company's credit metrics remaining more consistent
with the B1 rating level through 2008.

Bruce Clark, senior vice president with Moody's said, "As a result
of the fourth quarter falloff, ARM's credit metrics will be very
weak for fiscal 2007."  Mr. Clark further noted, "Although these
metrics should begin to recover somewhat due to operational
initiatives being undertaken and due to a possible rebound in the
class 8 truck market during the latter half of 2008, the magnitude
and timing of any improvement in metrics is uncertain.  
Fortunately, the company has a reasonable degree of liquidity as
it contends with these difficulties."

The stable outlook recognizes Moody's expectation that ARM's
operating performance and credit metrics will begin to recover
following the very weak fourth quarter, and that the company's
liquidity position will remain sound as the company attempts to
transition through the current cyclical trough in the commercial
vehicle industry.

The SGL-2 Speculative Grade Liquidity rating represents good
liquidity over the next twelve months.  Moody's notes that the
company finished the end of the third quarter of fiscal 2007 with
$284 million of consolidated cash on the balance sheet. External
sources of liquidity include availability under its $900 million
revolving credit facility with varying levels of cushion under its
financial covenants over the coming twelve months.  The current
liquidity rating also reflects the recent short term credit line
covenant relief granted to ARM.  Moody's does acknowledge
financing actions the company had taken in 2006 to improve the
company's liquidity profile including lengthening the company's
debt maturity schedule and room under covenants which have been
beneficial during the industry downturn.

Ratings lowered:

ArvinMeritor Inc.:

   -- Corporate Family Rating to B1 from Ba3

   -- Senior Secured bank debt to Ba1, LGD-1, 8% from Baa3,
      LGD-2, 13%

   -- Senior Unsecured notes to B2, LGD-4, 63% from B1, LGD-4,
      63%

   -- Probability of Default to B1 from Ba3

   -- Shelf unsecured notes to (P)B2, LGD-4, 63% from (P)B1,
      LGD-4, 63%

Arvin International PLC:

   -- Unsecured notes guaranteed by ArvinMeritor, Inc. to B2,
      LGD-4, 63% from B1, LGD-4, 64%

Ratings affirmed:

ArvinMeritor Inc.

   -- Speculative Grade Liquidity rating, SGL-2

The last rating action was in February 2007 at which time Moody's
upgraded ArvinMeritor's bank debt to Baa3 and affirmed the
company's Corporate Family Rating of Ba3, Speculative Grade
Liquidity rating of SGL-2, and stable outlook.

The B1 Corporate Family rating reflects solid scores under the
Auto Supplier Methodology for the company's scale, market position
and diversification spread across two business segments.  
Nonetheless, key credit metrics of EBITA margin, Debt/EBITDA and
interest coverage constrain these qualitative strengths and pull
the overall rating into the B category. Although a downturn in
North American commercial vehicle production volumes was
anticipated in 2007, the degree of the negative effect on the
company's metrics has been meaningfully larger than anticipated.

The Ba1 ratings on the bank obligations, three notches above the
Corporate Family Rating, flow from their perfected liens on
substantial assets at the borrower and guaranteeing subsidiaries
as well as a significant level of junior capital beneath their
claims.  Similarly, the B2 rating on the unsecured notes, one
level below the Corporate Family Rating, reflects their lower
priority as well as the benefits of up-streamed guarantees from
material domestic subsidiaries.

ArvinMeritor Inc., headquartered in Troy, MI, is a global supplier
of a broad range of integrated systems, modules and components
serving light vehicles, commercial trucks, trailers, and specialty
original equipment manufacturers as well as certain aftermarkets.  
Revenues in fiscal 2006 were about $9.2 billion.


ARVINMERITOR INC: S&P Cuts Credit Rating to B+ with Neg. Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating and related ratings on ArvinMeritor Inc. to 'B+' from
'BB-'.  The outlook is negative.  The company's short-term rating
of 'B-1' was withdrawn.
      
"The downgrade reflects ARM's worse-than-expected performance in
the fourth quarter of fiscal 2007 and weaker prospects for at
least the first half of fiscal 2008," said Standard & Poor's
credit analyst Robert Schulz.  "We no longer expect the company's
already-weak credit measures to recover sufficiently to maintain
the previous rating."
     
The Troy, Michigan-based company is a global supplier of
integrated systems, modules, and components to the automotive and
commercial vehicle industries.
     
The ratings on ARM reflect the company's weak profitability, which
has recently kept cash generation negative, along with the
cyclical and competitive pricing pressures of the capital-
intensive automotive and heavy-vehicle component supply industry.  
Despite ARM's leadership position in several market segments, fair
customer and platform diversity, and ongoing restructuring
efforts, margins remain pressured.  The company will face
challenges from the downturn in commercial truck production and
from production cuts by U.S.-based automakers into fiscal 2008.
     
The outlook is negative.  S&P are concerned about how
profitability improvement will unfold during 2008, given
uncertainty about production among many automotive and heavy-truck
customers.  Still, S&P expect the company's financial profile to
eventually become consistent with the 'B+' rating.


ASPEN TECHNOLOGY: Gets Staff Determination Letter from Nasdaq
-------------------------------------------------------------
Aspen Technology received a Nasdaq Staff Determination on Oct. 1,
indicating that the company fails to comply with the filing
requirements for continued listing stated in Marketplace Rule
4310(c)(14) as a result of its failure to file timely with the
Securities and Exchange Commission its annual report on Form 10-K
for the year ended June 30, 2007, and that the company’s
securities are therefore subject to delisting from The Nasdaq
Global Market.

The company has requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination.  There can
be no assurance that the panel will grant the company’s request
for continued listing.

The delay in AspenTech’s filing of its Form 10-K is attributed to
the previously announced intention to restate certain historical
financial statements.  The company is working diligently to
complete its annual report on Form 10-K.

Based in Cambridge, Massachusetts, Aspen Technology Inc.
(Nasdaq:AZPN) -- http://www.aspentech.com/-- provides software  
and professional services that help process companies improve
efficiency and profitability by enabling them to model, manage and
control their operations.  The company has locations in Brazil,
Malaysia and France.

                          *     *     *

In October 2001, Moody's placed the company's long-term corporate
family rating at B2 equity-linked rating at Caa1.  These ratings
still hold true to date.  The outlook is stable.

In April 2005, Standard & Poor's placed the company's long-term
foreign and local issuer credits at B- which still holds true to
date.  The outlook is negative.


ASSET-BACKED: Fitch Cuts Rating on $8.9MM Class A2 Notes to BB
--------------------------------------------------------------
Fitch Ratings has taken these rating actions on three Asset-Backed
Securities Corporation Net Interest Margin Notes:

ABSC NIM 2005-KS4
  -- $1.5 million class SB downgraded to 'CCC/DR1' from 'BB+';
Underlying Transaction: Residential Asset Securities Corporation
2005-KS4

Cayman ABSC NIM 2006-HE3
  -- $5.3 million class A1 affirmed at 'BBB';
Underlying Transaction: ABSC 2006-HE3

Cayman ABSC NIM 2006-HE5
  -- $5.7 million class A1 rated 'A-', placed on Rating Watch
     Negative;
  -- $8.9 million class A2 downgraded to 'BB' from 'BBB-';
  -- $3.3 million class A3 downgraded to 'C/DR6' from 'BB';
Underlying Transaction: ABSC 2006-HE5

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.  The
updated assumptions better capture the deteriorating performance
of pools from 2006 and late 2005 with regard to continued poor
loan performance and home price weakness.


ASSET BACKED: Fitch Junks Rating on $1 Mil. Class N3 Debentures
---------------------------------------------------------------
Fitch Ratings has taken these rating actions on the two Asset
Backed Funding Corp. net interest margin transactions:

ABFC NIM Trust, series 2005-HE1:
  -- $2.6 million class N3 affirmed at 'BBB-'.
Underlying Transaction: ABFC 2005-HE1

ABFC NIM Trust, series 2005-WF1:
  -- $200,000 class N2 affirmed at 'BB+';
  -- $1 million class N3 downgraded to 'C/DR6' from 'BB'.
Underlying Transaction: ABFC 2005-WF1

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.  The
updated assumptions better capture the deteriorating performance
of pools from 2006 and late 2005 with regard to continued poor
loan performance and home price weakness.


ASSET BACKED: Fitch Retains Junk Ratings on Two NIM Notes
---------------------------------------------------------
Fitch Ratings has taken these rating actions on 2 Asset Backed
Funding Corp. Net Interest Margin Notes:

ABFC NIM Trust, Series 2001-AQ1:
  -- $3.3 million Class 'Notes' remains at 'C/DR6';
Underlying Transaction: ABFC 2001-AQ1

ABFC NIM Trust, Series 2002-SB1:
  -- $3.2 million Class 'Notes' remains at 'C/DR6';
Underlying Transaction: ABFC 2002-SB1

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections.


BASIS YIELD: Liquidators File Second Supplement to Petition
-----------------------------------------------------------
Hugh Dickson, Stephen John Akers, and Paul Andrew Billingham, as
joint provisional liquidators and foreign representatives of
Basis Yield Alpha Fund (Master), has filed with the U.S.
Bankruptcy
Court for the Southern District of New York (Manhattan) a second
supplement to their August 29, 2007 petition for recognition of
the Cayman Islands liquidation proceeding as a foreign main
proceeding.

Karen B. Dine, Esq., at Pillsbury Winthrop Shaw Pittman LLP, in
New York, relates that the Liquidators filed the First Supplement
to the Petition on September 5 to notify the Bankruptcy Court of
additional grounds supporting the request, as well as recognition
from the High Court of Justice, Chancery Division, Companies
Court, in England.  Citigroup Global Markets Limited, however,
had argued that the First Supplement does not answer all of the
factual questions that are relevant to whether recognition is
proper as either a main or non-main proceeding.

Ms. Dine tells Judge Gerber that the Second Supplement was filed
in a continuing effort to promptly notify the Bankruptcy Court of
a change in status concerning the commencement of other foreign
proceedings under Section 1518(2) of the Bankruptcy Code.

Ms. Dine notes that, on September 6, the Liquidators filed an
application in the Supreme Court of New South Wales, seeking to
compel certain parties to turn over, among other things, documents
and funds in their possession.

Specifically, the Liquidators asked that, pursuant to Section 581
of the Corporations Act 2001 and Section 68(b) of the Civil
Procedure Act of 2005, Basis Capital Funds Management Limited
should produce to the Supreme Court by September 28:

   (a) any books and records of Basis Yield; and

   (b) all documents created or dated on or after March 1, 2007,
       and which record or evidence:

        * operational, credit and investment advice provided to
          Pac-Rim Investments Limited or Basis Yield;

        * funds received from investors or subscribers on behalf
          of the Basis Yield Fund; and

        * communications with any officer, employee, agent, or
          servant of:

           -- Lehman Brothers International (Europe);
           -- Merril Lynch International;
           -- Merril Lynch International (Australia) Ltd.;
           -- JP Morgan Chase Bank NA;
           -- JP Morgan Australia Group Limited;
           -- Goldman Sachs International;
           -- Goldman Sachs JBWere Pty Ltd.;
           -- Citigroup Global Markets Limited;
           -- Citigroup Global Markets Australia Pty Limited;
           -- Morgan Stanley;
           -- Morgan Stanley Australia Limited;
           -- Deutsche Bank; and
           -- Bear Stearns.

The Liquidators also asked the Supreme Court to direct Goldman
Sachs, Citigroup Global Markets Australia, Morgan Stanley
Australia, JP Morgan Australia, and Merrill Lynch (Australia) to
produce any Basis Yield books and records, and any documents
created or dated on or after March 1, recording:

   (1) the sale and purchase of investment products on Basis
       Yields' behalf;

   (2) dealings with the proceeds of sale and purchases of
       investment products;

   (3) communications of all offers received from third parties
       in relation to the sale of Basis Yields' investment
       products, which were repossessed following issue of
       notices of default;

   (4) foreign currency and other hedge transactions;

   (5) the decision to issue default notices to Basis Yields;

   (6) valuation of Basis Yields' portfolios;

   (7) calculation of amounts claimed in the default notices;
       and

   (8) correspondence with Basis Capital Funds Management.

The Supreme Court of New South Wales promptly approved the
Application on the same day.

Judge Gerber is set to conduct an evidentiary hearing on Nov. 19
to consider the request for recognition of Basis Yield's
liquidation proceedings.  The hearing may be continued to
November 20, if necessary.

Basis Yield Alpha Fund (Master) is a Cayman Islands mutual fund.
It operates as a master-feeder structure that allows investors'
funds to be channeled through two companies operating in a
single jurisdiction to a "master" company operating in the same
jurisdiction.  These two feeder funds are Basis Yield Alpha Fund
(US), a US feeder fund for US taxable investors, and Basis Yield
Alpha Fund, a non-US feeder for all other investors.

On Aug. 29, 2007, Hugh Dickson, Stephen John Akers, and Paul
Andrew Billingham filed a chapter 15 petition for Basis Yield
(Bankr. S.D.N.Y. Case No. 07-12762).  Karen Dine, Esq. at
Pillsbury Winthrop Shaw Pittman LLP represents the petitioners.
(Basis Yield Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or    
215/945-7000).


BANC OF AMERICA: Fitch Cuts Rating on $2.7MM Debentures to BB
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on the Banc of
America Funding Corporation net interest margin transaction:

BAFC NIM Trust, Series 2006-NIM2:
  -- $14.9 million class N1 affirmed at 'BBB';
  -- $2.7 million class N2 downgraded to 'BB' from 'BBB-'.
Underlying Transaction: Countrywide Home Loans, Inc.
Alternative Loan Trust 2006-OA14.

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.  The
updated assumptions better capture the deteriorating performance
of pools from 2006 and late 2005 with regard to continued poor
loan performance and home price weakness.


BANC OF AMERICA: Moody's Junks Rating on $5.5 Mil. Class M Certs.
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes,
downgraded the rating of one class and affirmed the ratings of 10
classes of Banc of America Commercial Mortgage Inc., Commercial
Mortgage Pass-Through Certificates, Series 2001-1 as:

   -- Class A-2, $486,045,578, affirmed at Aaa
   -- Class A-2F, $46,043,467, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $35,576,642, affirmed at Aaa
   -- Class C, $21,345,985, upgraded to Aaa from Aa1
   -- Class D, $18,974,209, upgraded to Aa2 from A1
   -- Class E, $9,487,105, upgraded to A1 from A3
   -- Class F, $9,487,105, upgraded to A2 from Baa1
   -- Class G, $18,974,209 upgraded to Baa1 from Baa2
   -- Class H, $14,230,657, affirmed at Baa3
   -- Class J, $13,281,946, affirmed at Ba1
   -- Class K, $23,480,584, affirmed at B1
   -- Class L, $2,134,598, affirmed at B2
   -- Class M, $5,538,842, downgraded to Caa1 from B3
   -- Class N, $6,788,329, affirmed at Caa3
   -- Class O, $5,883,218, affirmed at C

As of the Sept. 17, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 23.9% to
$721.9 million from $948.1 million at securitization.  The
certificates are collateralized by 149 mortgage loans ranging from
less than 1% to 3.1% of the pool, with the top 10 loans
representing 32.6% of the pool.  Thirty-nine loans, representing
34.9% of the pool, have defeased and are secured by U.S.
Government securities.

Eighteen loans have been liquidated from the pool resulting in
aggregate realized losses of about $19.5 million.  Four loans,
representing 2.5% of the pool, are in special servicing. Moody's
has estimated aggregate losses of about $5.7 million from the
specially serviced loans.  Thirty-six loans, representing 22.7% of
the pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2006 operating results for
88.1% of the pool's performing loans.  Moody's loan to value ratio
is 88%, compared to 87.9% at Moody's last full review in October
2006 and compared to 87.4% at securitization.  Moody's is
upgrading Classes C, D, E, F and G due to defeasance and stable
overall pool performance.  Moody's is downgrading Class M due to
realized losses from the specially serviced loans and increased
LTV dispersion.  Based on Moody's analysis, 31% of the pool has a
LTV greater than 100%, compared to 28.8% at last review and
compared to 4.1% at securitization.

The top three non-defeased loans represent 7.6% of the pool. The
largest loan is the PCS Holding Corp. Office Building Loan ($22.3
million - 3.1%), which is secured by a 328,900 square foot office
building and a 26,000 square foot free-standing conference center.  
The property is located in Scottsdale, Arizona and is 100% leased
to PCS Health Systems through September 2021.  Moody's LTV is
71.8%, compared to 72.8% at last review.

The second largest loan is the Talley Plaza Loan ($16.8 million -
2.3%), which is secured by a 223,400 square foot Class B office
complex located in Phoenix, Arizona.  The complex 80% occupied as
of December 2006, compared to 68.7% at last review. The property's
financial performance has been impacted by weak office market
conditions.  The loan is on the master servicer's watchlist due to
a decline in occupancy and low debt service coverage.  Moody's LTV
is in excess of 100%, the same as at last review.

The third largest loan is the Historic Mission Inn Loan
($16.3 million - 2.2%), which is secured by a 235-guestroom full
service hotel located in Riverside, California.  Occupancy and
RevPAR for calendar year 2006 were 67.3% and $109.60,
respectively, compared to 74.3% and $112.78 for 2005.  Moody's LTV
is 54.8%, compared to 46.2% at last review.


BAUSCH & LOMB: Gets Requisite Tenders for Debt Securities
---------------------------------------------------------
Bausch & Lomb Inc. has received tenders and consents representing
a majority of each of its outstanding:

   * 6.95% Senior Notes due 2007,
   * 5.90% Senior Notes due 2008,
   * 6.56% Medium-Term Notes due 2026 and
   * 7.125% Debentures due 2028,

all pursuant to its cash tender offers and consent solicitations
for the Debt Securities.

As of 5:00 p.m., New York City time, on Oct. 3, 2007, the company
had received tenders and consents in respect of these principal
amounts of Debt Securities:

   * $72,769,000 (or approximately 54.63% of the aggregate
     principal amount) of the 6.95% Senior Notes due 2007,

   * $49,250,000 (or approximately 98.50% of the aggregate
     principal amount) of the 5.90% Senior Notes due 2008,

   * $342,000 (or approximately 81.24% of the aggregate
     principal amount) of the 6.56% Medium-Term Notes due 2026
     and

   * $53,638,000 (or approximately 80.74% of the aggregate
     principal amount) of the 7.125% Debentures due 2028.

As a result of the receipt of the requisite consents for each
series of Debt Securities, the Company expects to enter promptly
into a supplemental indenture incorporating the proposed
amendments, which eliminate or make less restrictive substantially
all of the restrictive covenants, as well as certain events of
default and related provisions in the indentures governing the
Debt Securities.  The supplemental indenture will become operative
upon acceptance and payment by the company of the tendered Debt
Securities.

The Consent Payment Deadline with respect to the tender offers and
consent solicitations has now passed and withdrawal rights have
terminated.  Holders of Debt Securities who have not already
tendered their Debt Securities may do so at any time at or prior
to 8:00 a.m., New York City time, on Oct. 19, 2007, unless
extended or earlier terminated by the company, but such holders
will only be eligible to receive the applicable tender offer
price, which is an amount equal to the applicable purchase price
less the applicable consent payment, for their Debt Securities, or
$980 per $1,000 principal amount of Debt Securities tendered and
accepted for payment.

In each case, holders whose Debt Securities are accepted for
payment in the tender offers will receive accrued and unpaid
interest in respect of such purchased Debt Securities to, but not
including, the applicable settlement date.

The tender offers and consent solicitations are being made
pursuant to the terms and conditions set forth in the company's
Offer to Purchase and Consent Solicitation Statement for the Debt
Securities dated Sept. 19, 2007, and the related Letter of
Transmittal and Consent.  The tender offers and consent
solicitations are subject to the satisfaction of certain
conditions, including closing of the proposed merger between the
Company and an affiliate of Warburg Pincus LLC.

Citigroup Global Markets Inc., Banc of America Securities LLC,
Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc.
are acting as dealer managers for the tender offers and consent
solicitations.  Questions regarding the transaction may be
directed to Citigroup Global Markets Inc. by telephone at (800)
558-3745 (toll-free), Banc of America Securities LLC by telephone
at (888) 628-8536 (toll-free) for the Debt Securities and (888)
583-8900 x2200 (toll-free) for the Convertible Securities, Credit
Suisse Securities (USA) LLC by telephone at (212) 325-7596
(collect) or J.P. Morgan Securities Inc. by telephone at (212)
270-1477 (collect).

Global Bondholder Services is the information agent for the tender
offers and consent solicitations.  Requests for documentation
should be directed to Global Bondholder Services at (866) 540-1500
(toll-free).

                       About Bausch & Lomb

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


BAUSCH & LOMB: S&P Cuts Credit Rating to B+ and Removes Neg. Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered it corporate credit
rating on Bausch & Lomb Inc. to 'B+' from 'BB+' and removed all
the ratings from CreditWatch where they were placed on May 17,
2007, with negative implications.  The outlook is stable.  The
action reflects the expectation that Bausch & Lomb's merger with
Warburg Pincus, to be financed with $1.9 billion of common equity
and $3.2 billion of debt, will be consummated, resulting in debt
leverage of about 7x.
     
At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to Rochester, New York-based Bausch & Lomb's
proposed $2.475 billion secured financing, comprising a
$1.1 billion U.S. term loan, a $300 million delayed draw term
loan, a $500 million revolving credit facility, and a euro-
denominated Bausch & Lomb B.V. term loan in an amount about
equivalent to $575 million.  The senior secured credit facilities
are rated 'BB-', with a recovery rating of '2', indicating the
expectation for substantial (70%-90%) recovery in the event of a
payment default.
     
S&P also assigned its 'B-' rating to the company's proposed $400
million senior unsecured notes, $175 million senior pay-in-kind
toggle notes, and $175 million senior subordinated notes.
     
Outstanding debt ratings are affirmed.  Per the tender offer
underway, S&P expect that outstanding debt will be repaid with the
proceeds of the proposed debt financing.  At that time, the
ratings on the retired debt will be withdrawn.
     
"The rating on Bausch & Lomb reflects the strength of the
company's product offerings in multiple segments of the vision
care industry, recurring sales of several core products, and its
geographic and customer diversity," said Standard & Poor's credit
analyst Cheryl Richer.  "However, very high debt leverage
resulting from the acquisition drives the company's non-investment
grade rating."  Business concerns include formidable competitors
and the continuous pressure to innovate. Lens care sales are
rebounding gradually in the aftermath of the May 2006 global
recall of ReNu with MoistureLoc multipurpose lens care solution.


BILLIE VANDEVER: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtors: Billie C. Vandever
         Vicki Vandever
         413 South 1250 West
         Heyburn, ID 83336

Bankruptcy Case No.: 07-40841

Chapter 11 Petition Date: October 2, 2007

Court: District of Idaho (Twin Falls)

Judge: Jim D. Pappas

Debtors' Counsel: Brent T. Robinson, Esq.
                  P.O. Box 396
                  Rupert, ID 83350
                  Tel: (208) 436-4717

Estimated Assets: $100,00 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' list of its 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
UAP Northwest                    Trade Debt -          $893,750
P.O. Box 2778                    fertilizer &
Pasco, WA 99302                  chemicals

Don Taylor                       Personal loan         $190,000
1723 Cedar Street
Rupert, ID 83350

Valley Wide Co-op                Trade debt -          $180,000
fka united Co-op                 supplies
P.O. Box 365
Rupert, ID 83350-0365

Paul Chemical                    Trade debt -           $60,408
                                 fertilizer &
                                 chemicals

Idaho Power Company              Irrigation power       $60,000

June Jensen                      Farm rent              $54,700

Washington County Bank           Deficiency on          $47,000
                                 repossessed farm
                                 equipment

Citibank                         CreditCard             $22,503

Wells Fargo Bank, N.A.           1976 CAT 966C          $19,112
                                                        ($2,000
                                                       secured)

The Bureaus Inc.                 Collection             $18,445
                                 Bureaus           
                                 Investment
                                 Group No. 7

Chase Card Services              Misc. Business         $17,570
                                 expenses


Reliable Credit                                         $15,666

Discover                         Misc. Farming          $13,415

John Deere Credit                JD 8400 Tractor,        $7,000
                                 JD 95 7-bottom    
                                 Plow, and JD 650    
                                 25' Disc

Belnap, Curtis & Wiliams         Legal services          $5,650

Western Seeds                    Trade debt – seed       $4,680

SGD                              Insurance               $4,600

Magic Valley Equipment           Trade debt – parts      $3,535

Barker, Rosholt & Simpson        Legal services          $3,403


BIO-RAD LAB: Completes Purchase of 77.7% Outstanding DiaMed Shares
------------------------------------------------------------------
Bio-Rad Laboratories Inc. completed the purchase of about 77.7% of
the outstanding shares of DiaMed Holding AG for about 477 million
Swiss francs.  Bio-Rad entered into a definitive agreement to
acquire the shares in May 2007.

The transaction was subject to certain closing conditions,
including regulatory approvals.  DiaMed holds about 9.6% of its
out-standing shares as treasury shares.  Bio-Rad will conduct a
tender offer to acquire the remaining 12.7% outstanding shares
within the next 12 months.

“We are very pleased to have DiaMed join Bio-Rad,” said Norman
Schwartz, Bio-Rad president and CEO.  “DiaMed has an exceptional
reputation for quality and customer care, and we believe the
company and its portfolio of products will fit in well with Bio-
Rad’s current diagnostics business.”

                          About DiaMed

Diamed -- http://www.diamed.ch/-- develops and manufactures test  
systems aimed at providing laboratories with ease of use, safety,
and reliability.  The company is situated in Cressier sur Morat,
Switzerland, near Fribourg, between Bern and Lausanne.  DiaMed
haslocal manufacturing facilities in Brazil, Tunisia and France.

                         About Bio-Rad

Bio-Rad Laboratories, Inc. -- http://www.bio-rad.com/-- (AMEX:   
BIO and BIOb), manufactures and distributes a broad range of
products for the life science research and clinical diagnostics
markets.  Founded in 1952, Bio-Rad is headquartered in Hercules,
California, and serves more than 85,000 research and industry
customers worldwide through its global network of operations.  The
company employs over 5,000 people globally and had revenues of
nearly $1.3 billion in 2006.

                          *     *     *

In September 2006, Moody's placed the company's corporate family
rating at Ba2 and senior subordinate rating at Ba3.  These ratings
still hold true to date.  The outlook is stable.

In May 2003, Standard & Poor's placed the company's long-term
foreign and local issuer credit ratings at BB+.  Both ratings
still hold true to date.


CENTAUR LLC: High Debt Leverage Prompts S&P's "B" Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Centaur LLC.  The rating outlook is stable.
     
At the same time, Standard & Poor's assigned its loan and recovery
ratings to Centaur's $760 million senior secured credit
facilities, consisting of $630 million of first-lien facilities (a
$25 million revolving credit, a $455 million term loan, a
$100 million delayed-draw loan, and a $50 million delayed-draw
loan) and a $130 million second-lien term loan. The first lien was
rated 'BB-' with a recovery rating of '1', indicating that lenders
can expect very high (90% to 100%) recovery in the event of a
payment default.  

The second lien was rated 'CCC+' with a recovery rating of '6',
indicating that lenders can expect negligible (0% to 10%) recovery
in the event of a payment default.  Proceeds from the facilities
will be used to fund the development, construction, and operation
of Centaur's proposed and existing facilities.  MH Equity
Investors, a private equity firm based in Indiana, will also
provide funding for these projects and operations with
$200 million in pay-in-kind subordinated notes.
      
"The 'B' corporate credit rating on Centaur reflects its pro forma
high debt leverage, driven, in part, by very high licensing fees,
anticipated heavy interest burden, construction and start-up risks
associated with the planned slot operations, and a high level of
competition in existing and proposed markets," said Standard &
Poor's credit analyst Ariel Silverberg.  "Also, the high licensing
fees reduce the investments that Centaur is able to make in its
new properties.  These factors are partially tempered by adequate
construction related contingencies, a satisfactory interest
reserve account, and anticipated unused revolver availability, as
well as the relatively good location of its proposed facilities,
especially Hoosier Park."
     
Centaur is an Indiana-based operator and developer of gaming
properties, with an existing casino, Fortune Valley Hotel and
Casino in Central City, Colo. and an existing horse racetrack,
Hoosier Park, in Anderson, Indiana.  Centaur is planning to
develop and operate a slot facility adjacent to the racetrack
facility at Hoosier Park, as well as a racetrack and slot facility
in New Castle, Pennsylvania, which will be called Valley View
Downs.


CENTENNIAL COMMS: J. Mueller and P. Sunu Join Board of Directors
----------------------------------------------------------------
Centennial Communications Corp. expanded its board of directors
from nine members to ten members and appointed John J. “Jack”
Mueller and Paul H. Sunu as new directors.  The company further
stated that Robert D. Reid, a managing director of the Blackstone
Group, has resigned from Centennial’s board of directors.

Mr. Mueller is currently the chairman of Idearc Inc., a directory
publishing and information services business recently spun out of
Verizon Communications Inc.  Prior to joining Idearc in 2006, he
was the president and chief executive officer of Valor
Communications Group, Inc.  Mr. Mueller has nearly three decades
of experience in the telecommunications industry, also serving in
various executive, operating and sales roles at Cincinnati Bell
Inc.

Mr. Sunu is currently the chief financial officer of Hawaiian
Telcom, the 10th largest telephone company in the United States.  
Prior to joining Hawaiian Telcom in 2007, Mr. Sunu was a co-
founder, a member of the board of directors and chief financial
officer for Madison River Communications Corp.

“On behalf of our management team, I would like to thank Robert
for his many contributions to Centennial,” said Michael J. Small,
Centennial’s chief executive officer.  “I’m delighted to expand
our board and welcome Jack and Paul to the Centennial family.  
Their decades of experience and insight will be very valuable in
guiding Centennial as we grow our business in the rapidly changing
and evolving telecommunications industry.”

                 About Centennial Communications

Headquartered in Wall, New Jersey, Centennial Communications
Corp. (NASDAQ: CYCL) -- http://www.centennialwireless.com/--   
provides regional wireless and integrated communications
services in the United States and the Puerto Rico with
approximately 1.1 million wireless subscribers and 387,500
access lines and equivalents.  The US business owns and operates
wireless networks in the Midwest and Southeast covering parts of
six states.  Centennial's Puerto Rico business owns and operates
wireless networks in Puerto Rico and the U.S. Virgin Islands and
provides facilities-based integrated voice, data and Internet
solutions.  Welsh, Carson, Anderson & Stowe and an affiliate of
the Blackstone Group are controlling shareholders of Centennial.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 16, 2007,
Centennial Communications Corp. had total assets of $1.3 billion,
total liabilities of $239.3 million, and total stockholders'
deficit of $1.1 billion as of May 31, 2007.


CHATTEM INC: Earns $16.3 Million in Third Quarter Ended Aug. 31
---------------------------------------------------------------
Chattem Inc.'s net income for the third quarter ended Aug. 31,
2007, rose to $16.3 million, compared to $15.2 million for the
prior year quarter.  Net income for the third quarter of fiscal
2007 included a loss on early extinguishment of debt and SFAS 123R
employee stock option expense.  Net income for the third quarter
of fiscal 2006 included a net recovery related to the Dexatrim(R)
litigation settlement and SFAS 123R employee stock option expense.  
As adjusted to exclude these items, net income for the third
quarter of fiscal 2007 was $17.5 million, compared to $8.9 million
for the prior year quarter.

The company reported total revenues in the third fiscal quarter
ended Aug. 31, 2007, of $109.0 million, a 51% increase compared to
total revenues of $72.0 million in the prior year
quarter.  Revenue growth for both periods was driven by the five
brands acquired from Johnson & Johnson on Jan. 2, 2007, which
include ACT(R), Cortizone-10(R), Unisom(R), Balmex(R) and
Kaopectate(R), continued growth of the Gold Bond(R) franchise
and the strength of the Icy Hot(R) business.

"The third quarter proved to be another impressive quarter with
total revenues up 51%, adjusted earnings per share up 91% and
EBITDA up a significant 102%," President and Chief Operating
Officer Bob Bosworth said.  "We are very pleased with our
results for the quarter led by strong performances from our six
largest brands.  We have successfully integrated the acquired
brands and are well positioned to capitalize on the continued
strength of our business."

                      Fiscal 2007 Guidance

Based on the company's strong performance in the first nine
months, the successful integration of the acquired brands and
the continued strength of our key brands, the company currently
expects earnings per share for fiscal 2007 to be in the range of
$3.15 to $3.25 as compared to the earlier estimate of
$3.00 to US$3.19, in each case excluding stock option expense
under SFAS 123R and loss on debt extinguishment.  Stock option
expense under SFAS 123R for fiscal 2007 is estimated to be
$0.19 per share.

                      Fiscal 2008 Guidance

"With an innovative lineup of new products for fiscal 2008, the
ability to delever with strong operating cash flows and
continued gross margin improvement as we bring manufacturing of
certain of the acquired brands in house, we remain very
optimistic about the company’s prospects for revenue and
earnings growth in fiscal 2008 and beyond," commented Chairman
and Chief Executive Officer Zan Guerry.  "We expect continued
strong sales growth in fiscal 2008 behind our new products and
record levels of planned advertising support for our key brands.  
At the same time, we currently expect earnings per share to grow
rapidly to the guidance level of $3.90 to $4.10 per share,
excluding stock option expense under SFAS 123R and loss on debt
extinguishment, as we leverage our operating structure and delever
our balance sheet.  Stock option expense under SFAS 123R for
fiscal 2008 is estimated to be $0.21 per share."

                          About Chattem

Chattem Inc. (NASDAQ: CHTT) -- http://www.chattem.com/-- markets  
and manufactures a broad portfolio of a broad portfolio of branded
over the counter healthcare products, toiletries and dietary
supplements.  The company's portfolio of products includes well-
recognized brands such as Icy Hot, Gold Bond, Selsun Blue, ACT,
Cortizone and Unisom.  Chattem conducts a portion of its global
business through subsidiaries in the United Kingdom, Ireland,
Canada, and Puerto Rico.

                           *     *     *

Chattem Inc.'s 7% Exchange Senior Subordinated Notes due 2014
carry Moody's Investors Service's 'B2' rating and Standard &
Poor's 'B' rating.


CHRYSLER LLC: UAW Gives 72-Hour Deadline for Deal Closure
---------------------------------------------------------
The United Auto Workers union gave Chrysler LLC 72 hours to
complete a contract patterned from General Motors Corp.'s
tentative agreement with the union, otherwise they will hold a
strike, the Associated Press reports, citing an inside source.

Both parties have resumed negotiations on Sunday, but more details
have to be ironed out, AP relates.

The talks, John Lippert of Bloomberg News says, started after UAW
President Ron Gettelfinger decided, on Friday, to forego
discussions with Ford Motor Co., instigating speculations that
Chrysler's two-month old owner, Cerberus Capital Management LP,
would be easier to handle than Ford, which was under restructuring
since last year.  As reported in the Troubled Company Reporter on
Oct. 4, 2007, Ford disclosed that total September sales dropped
21% compared with a year ago.

As previously reported, GM and the UAW reached a tentative
agreement on a new national labor contract after more than 73,000
UAW union members throughout the United States went on strike
against GM.  The tentative agreement, covering approximately
74,000 represented employees, includes a memorandum of
understanding to establish an independent retiree health care
trust, as well as other changes to the national agreement.

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- offers cars and minivans, pick-up   
trucks, sport utility vehicles, and vans under the Chrysler,
Jeep, and Dodge brand names.  It also sells parts and
accessories under the MOPAR brand.

The company has dealers worldwide, including Canada, Mexico,
U.S., Germany, France, U.K., Argentina, Brazil, Venezuela,
China, Japan and Australia.

                          *    *    *

On Oct. 1, 2007, Standard & Poor's Ratings Services placed its
corporate credit ratings on Chrysler LLC and DaimlerChrysler
Financial Services Americas LLC on CreditWatch with positive
implications.

As reported in the Troubled Company Reporter on Aug. 8, 2007,
Standard & Poor's Ratings Services revised its loan and recovery
ratings on Chrysler LLC's (B/Negative/--) $10 billion senior
secured first-lien term loan facility due 2013, following various
changes to terms and conditions prior to closing.  The $10 billion
first-lien term loan now consists of a $5 billion "first-out"
tranche and a $5 billion "second-out" tranche, so the aggregate
amount of first-lien debt remains unchanged.
     
Accordingly, S&P assigned a 'BB-' rating to the $5 billion "first-
out" first-lien term loan tranche.  This rating, two notches above
the corporate credit rating of 'B' on Chrysler LLC, and the '1'
recovery rating indicate S&P's expectation for very high recovery
in the event of payment default.  S&P also assigned a 'B' rating
to the $5 billion "second-out" first-lien term loan tranche.  This
rating, the same as the corporate credit rating, and the '3'
recovery rating indicate S&P's expectation for a meaningful
recovery in the event of payment default.

Moody's Investors Service has affirmed Chrysler Automotive LLC's
B3 Corporate Family Rating, and the Caa1 rating of the company's
$2 billion senior secured, second lien term loan in connection
with Monday's closing of DaimlerChrysler AG's sale of a majority
interest of Chrysler Group to Cerberus Capital Management LLC.


CLASSICSTAR LLC: Court Approves Henry Watz as Bankruptcy Counsel
----------------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Kentucky gave ClassicStar LLC permission to employ Henry Watz
Gardner Sellars & Gardner PLLC as its bankruptcy counsel, nunc pro
tunc Sept. 14, 2007.

Henry Watz will:

   a. serve as attorneys of record in all aspect of this case,
      except for any matters for which a special counsel is
      employed, and in any adversary proceedings commenced in
      connection with this case, except for any matters for which
      a special counsel is employed, and provide representation
      and legal advice to the Debtor throughout this case;

   b. take all necessary steps to protect and preserve the
      Debtor's estate;

   c. assist in the disclosure and confirmation processes
      contemplated in this case; and

   d. provide all other legal services required by the Debtor and
      assist the Debtor in discharging its duties as debtor-in-
      possession.

The firm's professionals charge these rates for their services:

   Professionals             Designation        Hourly Rates
   -------------             -----------        ------------
   James W. Garner, Esq.        Member               $295
   Kara Read Marino, Esq.      Associate             $225
   Genia Denisio           Paraprofessional          $100
   Brenda Bowen            Paraprofessional          $100

   Desgination               Hourly Rates
   -----------               ------------
   Member                      $250-$295
   Associates                  $125-$225
   Paraprofessionals            $80-$120

James W. Gardner, Esq., a member of the firm, assures the Court
that the firm does not hold any interest adverse to the Debtor's
estate and is a “disinterested person” as defined in Section
101(14) of the Bankruptcy Code.

Mr. Gardner can be reached at:

   James W. Gardner, Esq.
   Henry Watz Gardner Sellars & Gardner PLLC
   401 West Main Street, Suite 314
   Lexington, KY 40507
   Tel: (859) 253-1320
   Fax: (859) 255-8316
   http://www.hwgsg.com/

Headquartered in Lexington, Kentucky, ClassicStar LLC operates as
a thoroughbred horse breeder.  The company also leases horses and
rents out the productive system of select thoroughbred mares.  The
company files for Chapter 11 protetcion on Sept. 14, 2007 (Bankr.
E.D. Ky. Case No. 07-51786).  When the Debtor filed for protection
from its creditors, it listed assets and debts between $1 million
to $100 million.


CLASSICSTAR LLC: Section 341(a) Meeting Scheduled for October 15
----------------------------------------------------------------
The United States Trustee for Region 8 will convene a meeting of
ClassicStar LLC's creditors on Oct. 15, 2007, at 9:30 a.m., at the
U.S. Trustee Hearing Room 528 in Lexington.

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

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

Headquartered in Lexington, Kentucky, ClassicStar LLC operates as
a thoroughbred horse breeder.  The company also leases horses and
rents out the productive system of select thoroughbred mares.  The
company files for Chapter 11 protetcion on Sept. 14, 2007 (Bankr.
E.D. Ky. Case No. 07-51786).  James W. Gardner, Esq., at Henry
Watz Gardner Sellars & Gardner PLLC, represents the Debtor in its
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case to date.  When the
Debtor filed for protection from its creditors, it listed assets
and debts between $1 million to $100 million.


COMPASS MINERALS: Moody's Holds Corporate Family Rating at Ba3
--------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 corporate family rating
of Compass Minerals Group Inc. and downgraded the issue ratings on
the company's revolving credit facility and term loan to Ba2 from
Ba1 following the company's announcement that it is tendering for
its 12.75% Senior Discount Notes due 2012.

This high coupon debt is being refinanced with a $130 million add-
on to the firm's existing term loan.  While Moody's views the
proposed transaction as a positive event, it does not represent a
material change in the company's credit profile. The downgrades to
the rated debt issues result from application of Moody's loss
given default methodology and reflect the anticipated increase in
debt at Compass Minerals and decrease in structurally subordinated
debt at Compass Minerals' holding company parent.  The rating
outlook remains stable.

This summarizes the company's ratings:

Ratings affirmed:

Compass Minerals Group Inc.

   -- Corporate family rating - Ba3
   -- Probability of default rating - Ba3

Ratings downgraded:

   -- $416 million gtd sr sec term loan facility due 2012 - Ba2
      (LGD3, 36%) from Ba1 (LGD2, 27%)

   -- $125 million gtd sr sec revolving credit facility due
      2010 - Ba2 (LGD3, 36%) from Ba1 (LGD2, 27%)

Debt not rated by Moody's (amounts as of June 30, 2007):

Compass Minerals International Inc.

   -- $117 million 12-3/4% sr discount notes due 2012
   --$162 million 12% sr sub discount notes due 2013

The ratings reflect Compass Minerals' moderately high leverage
with Debt to EBITDA of 3.7 times for the LTM ended June 30, 2007
(ratios incorporate Moody's global standard analytical
adjustments), the company's entrenched position as the leading
North American producer of highway deicing salt with an annual
production capacity of 11.7 millions tons/year (13.7 million tons
including European operations), its access to extensive and high
quality salt deposits, its efficient distribution network
characterized by access to lower cost water transportation, and
its position as the leading North American producer of sulfate of
potash.

The ratings also consider generally favorable weather patterns
within the North American regions (Canada and Midwestern United
States) in which it operates, which reduce the volatility of
operating results, a diverse customer base with no customer
accounting for more than 5% of sales, and substantial barriers to
entry, including the extensive time required for planning and
obtaining zoning approval for a new rock salt mine, and the
substantial amount of capital required for the acquisition of
mineral rights and mine construction.  

However, the ratings also consider the mature nature of the
highway deicing business, characterized by low single digit volume
growth rates, and the seasonal nature of SOP sales to agricultural
markets.  Additionally, the ratings recognize that volatile
natural gas and energy costs (which represented 13% of the
company's total production costs in 2006) can put pressure on
operating margins.  Moody's also notes that Compass Minerals
International, Inc. pays a significant dividend to shareholders,
which is required to be funded out of its cash flow.

The stable outlook reflects Moody's expectation that Compass
Minerals will continue to generate positive free cash flow and
improve profitability under normal winter weather conditions and
anticipates a consistent pattern of debt reduction, limited
dividend growth, and capital expenditures that will be above
maintenance levels over the next three years.  The rating is
currently limited by the company's leverage profile as well as its
size (annual revenues less than $1 billion) and business profile.  
Moody's would expect Retained Cash Flow / Debt to exceed 15% and
Debt to EBITDA to approach 3.2x on a sustained basis before a
higher rating would likely be considered.  The rating could be
negatively pressured if the company failed to generate positive
free cash flow and pay down debt.  The salt business has been
historically stable, but successive winter seasons with
unseasonably warm weather could worsen credit metrics.

Compass Minerals Group Inc., headquartered in Overland Park,
Kansas, is a leading North American producer of salt used for
highway deicing, food grade applications, water conditioning, and
other industrial uses and the leading producer of highway deicing
salt in the U.K.  The company is also North America's largest
producer of sulfate of potash used in specialty fertilizers.  The
holding company parent, Compass Minerals International Inc., is
publicly traded.  The company had revenues of $726 million for the
LTM ended June 30, 2007.


CONEXANT SYSTEMS: Dennis O'Reilly to Leave Office on October 16
---------------------------------------------------------------
Dennis E. O’Reilly, senior vice president, chief legal officer and
secretary of Conexant Systems Inc. will be leaving the company on
or about Oct. 16, 2007, to pursue other opportunities.  The
company has initiated a search for his successor.

Headquartered in Newport Beach, California, Conexant Systems Inc.
(NASDA: CNXT) -- http://www.conexant.com/-- designs, develops and   
sells semiconductor system solutions that connect personal access
products such as set-top boxes, residential gateways, PCs and game
consoles to voice, video and data processing services over
broadband and dial-up connections.  Key semiconductor products
include digital subscriber line and cable modem solutions, home
network processors, broadcast video encoders and decoders, digital
set-top box components and systems solutions, and the company's
foundation dial-up modem business.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 2, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Conexant Systems Inc to 'B-' from 'B', and its senior
secured debt rating to 'B+' from 'BB-', based on recent
unfavorable operating trends.  The outlook is stable.


CONSECO INC: Obtains $76.5 Mil. Ceding Commission from REALIC
-------------------------------------------------------------
Conseco Inc. has received the final required regulatory approval
for the transaction under which three insurance companies in its
Conseco Insurance Group unit will coinsure, with an effective date
of Jan. 1, 2007, most of their older inforce equity-indexed
annuity and fixed annuity business with Reassure America Life
Insurance Company, a subsidiary of Swiss Re Life & Health America
Inc.  In the transaction, REALIC will pay a ceding commission of
approximately $76.5 million.

The parties expect to complete the transaction by mid-October.  
    
Conseco expects to record after-tax charges related to the
transaction in the third quarter of 2007, of approximately
$65 million, resulting from the extinguishment of the insurance
intangibles associated with the business, plus the block's
earnings between the effective date and the close of the
transaction.

The block's after-tax loss for the first half of 2007 was
approximately $2 million, including after-tax net realized
investment losses of approximately $19 million.

Headquartered in Carmel, Indiana, Conseco Inc. (NYSE:CNO) --
https://www.conseco.com/ -- is the holding company for a group of
insurance companies operating throughout the United States that
develop, market and administer supplemental health insurance,
annuity, individual life insurance and other insurance products.  
The company became the successor to Conseco Inc. (Old Conseco), in
connection with its bankruptcy reorganization.  CNO focuses on
serving the senior and middle-income markets.  The company sells
its products through three distribution channels: career agents,
professional independent producers and direct marketing.  CNO
operates through its segments, which includes Bankers Life,
Conseco Insurance Group, Colonial Penn, other business in run-off
and corporate operations.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 11, 2007,
Moody's Investors Service changed the outlook on the ratings of
Conseco Inc. and its insurance subsidiaries to negative from
stable.  The rating agency also affirmed Conseco's senior bank
facility at Ba3.

As reported in the Troubled Company Reporter on Aug. 9, 2007,
Standard & Poor's Ratings Services lowered its counterparty credit
and senior debt ratings on Conseco Inc. to 'B+' from 'BB-'.  The
outlook remains negative.  At the same time, Standard & Poor's
lowered its counterparty credit and financial strength ratings on
Conseco Senior Health Insurance Co. to 'CCC-' from 'CCC'.  Its
outlook also remains negative.


CONSTELLATION BRANDS: Earns $72.1 Million in Qtr. Ended Aug. 31
---------------------------------------------------------------
Constellation Brands Inc. has reported results of operations for
its second quarter ended Aug. 31, 2007.

The company reported net income of $72.1 million on net sales of
$892.6 million for the quarter ended Aug. 31, 2007, compared with
net income of $68.4 million on net sales of $1.42 billion for the
prior year second quarter.

"We have substantially completed our previously announced U.S.
wine distributor inventory reduction initiative during the second
quarter," stated Rob Sands, Constellation Brands president and
chief executive officer.  "For the quarter, we delivered solid
cash flow and reduced our debt by more than $200 million from
first quarter levels.  As anticipated, both the U.S. wine
distributor inventory reduction and the lingering softness in our
U.K. business impacted our overall performance.  However, we
believe the distributor inventory initiative, as well as our
ongoing efforts to improve performance in the U.K., will better
position us for long-term growth."

The reported consolidated net sales decrease of 37% primarily
reflects the benefits of the SVEDKA Vodka acquisition, more than
offset by the impact of reporting the Crown Imports and Matthew
Clark wholesale business joint ventures under the equity method.

"Our Canadian business turned in a solid performance for the
quarter, driven by very good results from Jackson-Triggs, Sawmill
Creek, Inniskillin and new products," explained Sands.  "Our
premium U.S. wine portfolio continues to deliver solid marketplace
performance with brands such as Woodbridge by Robert Mondavi, Kim
Crawford, Nobilo, Estancia, Toasted Head and Simi.

"SVEDKA continued to be a stellar performer and maintained an
excellent growth rate in the second quarter," said Sands.  
"SVEDKA's growing appeal validates our point of view about
continued U.S. consumer interest in, and demand for, premium
spirits.  Additionally, our 99 Schnapps family, Ridgemont Reserve
1792 bourbon, Meukow cognac and recently launched products turned
in solid performances."

Operating income decreased to $117.2 million for the second
quarter ended Aug. 31, 2007, from $181.3 million for the second
quarter ended Aug. 31, 2006.  Equity in earnings of equity method
investees rose to $80.1 million from $200,000 for the same period
last year.
    
The decrease in operating income and the increase in equity
earnings for second quarter 2008 were primarily due to the impact
of reporting $78.8 million of equity earnings from the Crown
Imports joint venture under the equity method.  "Our Crown Imports
joint venture is gaining traction and we look for continued growth
as we strive to maximize the long-term potential for Corona and
the other brands in the joint venture's leading imported
beer portfolio in the U.S.," stated Sands.
    
For the second quarter, acquisition-related integration costs,
restructuring and related charges and unusual items totaled
$8.0 million, compared with $53.9 million for the prior year.  Net
income was also impacted by interest expense, which increased 20%
to $86.7 million for second quarter 2008, primarily due to the
financing of the SVEDKA acquisition and $500 million of share
repurchases.  Due to strong free cash flow generated during the
quarter, total debt decreased by more than $200 million from first
quarter levels.

At Aug. 31, 2007, the company's consolidated balance sheet showed
$9.73 billion in total assets, $6.54 billion in total liabilities,
and $3.19 in total stockholders' equity.
   
                        Share Repurchases

During the second quarter, the company received an additional
900,000 shares under the accelerated share repurchase transaction
announced in May 2007, which completed the transaction.  The
company did not make any additional cash payments in connection
with receipt of these shares.  For the first half of fiscal 2008,
the company purchased 21.3 million shares of its class A common
stock through a combination of open market repurchases and an
accelerated share repurchase transaction at an aggregate cost of
$500 million, or an average of $23.44 per share.

                    About Constellation Brands

Headquartered in Fairport, New York, Constellation Brands Inc.
(NYSE: STZ, ASX: CBR) -- http://www.cbrands.com/-- is an   
international producer and marketer of beverage alcohol in the
wine, spirits and imported beer categories, with significant
market presence in the U.S., Canada, U.K., Australia and New
Zealand.  The company has more than 250 brands in its portfolio,
sales in approximately 150 countries and operates approximately 60
wineries, distilleries and distribution facilities.

                          *     *     *

Constellation Brands Inc. still carries Fitch Ratings' BB- Issuer
Default Rating last placed on March 2, 2007.  The Rating Outlook
is Negative.


CORPORACION DURANGO: Fitch Rates $520 Million Notes at B+
---------------------------------------------------------
Fitch Ratings has assigned a 'B+' rating to the $520 million,
10.5% notes due in 2017 of Corporacion Durango, S.A. de C.V.'s.   
In conjunction with this issue rating, Fitch has assigned a
Recovery Rating of 'RR3' to the notes, which is consistent with an
anticipated recovery of 50%-70% in the event of a default.  The
expectation of an above average recovery in the event of default
has resulted in the notes being notched up one level from the
company's 'B' foreign currency Issuer Default Rating.  The Rating
Outlook is Stable.

Durango's credit ratings are supported by the company's leading
business positions in corrugated boxes, containerboard and
newsprint within Mexico.  Further considered in the company's
ratings are its operations in New Mexico, Texas and Arizona, which
complement the company's focus on manufacturers based in Mexico
and aide in its collection of recycled paper.

Balanced against these strengths are the company's high leverage
and the cyclical nature of the paper and packaging industries.  
While market conditions are generally considered favorable for
Durango at this moment, a sudden downturn in the industry would
squeeze the company's debt service ability and could forestall its
debt reduction efforts.  Further considered in Durango's credit
ratings is the amount of money the company uses to finance sales
to its Mexican clients.  

Historically, downturns in Mexico's economy have resulted in the
growth of the days receivables are outstanding for Durango and has
put pressure on the company's cash flow from operations.  In
recent years Durango has made strides to reduce its reliance upon
the purchase of recycled fiber in the U.S. - mainly old corrugated
containers.  Nevertheless, the company still imports nearly one-
third of its recycled fiber requirements.  If prices for recycled
fiber in the U.S. move sharply upward due to purchases by the
Chinese, as happened in 2002, the company may not be able to pass
price increases to its clients and its margins would be squeezed.

During 2006, Durango generated $114 million of operating EBITDA
and $77 million of funds from operations.  These figures are
improvements from US$73 million of EBITDA and $40 million of FFO
in 2005 and were driven by increased sales volumes and higher
prices. Durango had $554 million of debt as of Dec. 31, 2006.  Its
total debt-to-EBITDA ratio for 2006 was 4.8 times and its FFO-to-
Leverage ratio was 7.2x.

Durango reduced its total debt by $93 million in 2006.  The
company also purchased land and an industrial facility in
Tizayuca, Mexico, for $10 million.  In conjunction with this
acquisition, the company entered an agreement to lease equipment
at this site , which that has an installed capacity of 200,000
tons of linerboard per year and 100,000 tons of corrugated boxes.  
Sources of cash for the debt reduction and acquisition, in
addition to $61 million of free cash flow, were a $30 million
equity infusion by the Rincon family and a reduction in the
company's cash balance to $43 million at the end of 2006 from $66
million at the end of the prior year.

The Rincon family owns 80.4% of the company, while the rest is
publicly held.  The family is actively involved in the day-to-day
operations of the company with several members of the family in
key business positions.  Shares representing 28% of the company's
stock have been pledged to Banamex by the Rincon family and
Administradora Corporativa y Mercantil, S.A. de C.V., a company
owned and controlled by the Rincon family, to secure a loan made
by Banamex to ACM.  According to terms of the pledge agreement,
Banamex may sell these shares if the price of Durango's stock
meets or exceeds the peso equivalent of $1.50 on the Mexican Stock
Exchange, regardless of whether or not an event of default has
occurred.  At $1.50 per share, this would represent sales proceeds
of $46.5 million to Banamex.  It is possible that in the future
the Rincon family will use the free cash flow of Durango or its
balance sheet to raise the funds that are necessary to repay all
or a part of ACM's loan from Banamex, thereby preventing the
dilution of their ownership stake in Durango.


COUNTRYWIDE NET: Fitch Junks Rating on $10.4 Million Notes
----------------------------------------------------------
Fitch Ratings has taken rating actions on three Countrywide Net
Interest Margin Notes:

Countrywide Home Loan Trust 2006-QH2N
  -- $2.1 million Class Notes affirmed at 'BBB'.
Underlying Transaction: Countrywide Asset-Backed Certificates,
Series 2006-QH2

Countrywide Home Loan Trust 2006-SP1N
  -- $5.6 million Class A-1 remains at 'C', and its Distressed
     Recovery rating has been lowered to 'DR6' from 'DR5'.
Underlying Transaction: Countrywide Asset-Backed Certificates,
Series 2006-SPS1

Countrywide Home Loan Trust 2006-SP2N
  -- $10.4 million Class Notes downgraded to 'C/DR6' from 'B'.
Underlying Transaction: Countrywide Asset-Backed Certificates,
Series 2006-SPS2

Class Notes on the Countrywide Home Loan Trust 2006-SP2N
transaction has been removed from Rating Watch Negative.

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.  The
updated assumptions better capture the deteriorating performance
of pools from 2006 and late 2005 with regard to continued poor
loan performance and home price weakness.


CREDIT-SUISSE: Fitch Junks Rating on $2 Million Class C NIM Notes
-----------------------------------------------------------------
Fitch Ratings has taken these rating actions on two Credit-Suisse
First Boston Home Equity Asset Trust Net Interest Margin Notes:

CSFB HEAT 2006-3 NIM 45
  -- $12.3 million class A affirmed at 'A-';
  -- $4.6 million class B downgraded to 'BBB-' from 'BBB+';
  -- $5.9 million class C downgraded to 'BB' from 'BBB-';
  -- $2.0 million class D downgraded to 'BB' from 'BB+';
Underlying Transaction: CSFB HEAT 2006-3

CSFB HEAT 2006-5 NIM 47
  -- $5.9 million class A downgraded to 'BB' from 'A-', placed
     on Rating Watch Negative;
  -- $6.1 million class B downgraded to 'B' from 'BBB-', placed
     on Rating Watch Negative;
  -- $2.0 million class C downgraded to 'C/DR6' from 'BB+';
Underlying Transaction: CSFB HEAT 2006-5

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.  The
updated assumptions better capture the deteriorating performance
of pools from 2006 and late 2005 with regard to continued poor
loan performance and home price weakness.


DOWNEY SAVINGS: Fitch Affirms 'B' Rating on $4.9MM Class N-4 Notes
------------------------------------------------------------------
Fitch Ratings has taken these rating actions on one Downey Savings
and Loan Association Net Interest Margin Note:

DSLA NIM CI-3 Notes, Series 2006-AR2:
  -- $5 million Class N-1 affirmed at 'A-';
  -- $15.1 million Class N-2 affirmed at 'BBB-';
  -- $6.5 million Class N-3 affirmed at 'BB';
  -- $4.9 million Class N-4 affirmed at 'B';
Underlying Transaction: DSLA 2006-AR2

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.  The
updated assumptions better capture the deteriorating performance
of pools from 2006 and late 2005 with regard to continued poor
loan performance and home price weakness.


EDDIE AUSTIN: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Eddie Douglas Austin, Jr.
        dba The Austin Law Firm
        2828 Hayes Road, Suite 1928
        Houston, TX 77082

Bankruptcy Case No.: 07-20702

Type of Business: The Debtor is a member at The Austin
                  Law Firm.  See http://www.austinlawllc.com/

Chapter 11 Petition Date: October 4, 2007

Court: Western District of Louisiana (Lake Charles)

Judge: Robert Summerhays

Debtor's Counsel: Gerald J. Casey, Esq.
                  613 Alamo Street
                  Lake Charles, LA 70601
                  Tel: (337) 474-5005
                  Fax: (337) 310-4877

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
Lullian O. Beter                 pending lawsuit        $3,000,000
4601 Circle Lake Trial           in 4th JDC, Minnesota
Fairbault, MN 55021              Suit No. 27 CV 06-15013

Superior Supply & Steel          monies                   $900,000
318 Cities Service Highway
Sulphur, LA 70663

Carolyn Austin                   monies                   $450,000
4893 Pine Valley Way
Lake Charles, LA 70605

Lauberge du Lac                  markers                  $275,000
2700 Nelson Road
Lake Charles, LA 70605

Coushatta Casino Resort          marker                    $95,000

Isle of Capri                    marker                    $50,000

Beau Rivage Resort & Casino      marker                    $50,000

Paul A. Sortland                 attorney fees             $41,000

Horseshoe Casino                 marker                    $35,000

Beter Family Trust               pending lawsuit           Unknown
                                 in 4th JDC, Minnesota
                                 Suit No. 27 CV 06-15013

Josee Marie Beter                pending lawsuit           Unknown
                                 in 4th JDC, Minnesota
                                 Suit No. 27 CV 06-15013


EMERGYSTAT OF SULLIGENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Emergystat of Sulligent, Inc.
        3520 Orebank Road
        Kingsport, TN 37664

Bankruptcy Case No.: 07-51394

Chapter 11 Petition Date: October 4, 2007

Court: Eastern District of Tennessee (Greeneville)

Debtor's Counsel: Terry Risner, Esq.
                  534 West Main Street
                  Mt. Carmel, TN 37645
                  Tel: (423) 357-4867

Estimated Assets:         Less than $10,000

Estimated Debts: $1 Million to $100 Million

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


ENTERPRISE CONSTRUCTION: Case Summary & 20 Largest Creditors
------------------------------------------------------------
Debtor: Enterprise Construction, Inc.
        847 North Collier Boulevard
        Marco Island, FL 34145

Bankruptcy Case No.: 07-09310

Type of Business: The Debtor is a home builder.
                  See http://www.dandenise.com/enterprise.htm/

Chapter 11 Petition Date: October 4, 2007

Court: Middle District of Florida (Fort Myers)

Judge: Alexander L. Paskay

Debtor's Counsel: Daniel R. Fogarty, Esq.
                  Stephen R. Leslie, Esq.
                  Stichter, Riedel, Blain & Prosser, P.A.
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Raymond Building Supply                     $140,006
7751 Bayshore Road
North Fort Myers, FL 33917

Henry Johnson & Associates, P.A.             $77,484
6640 Willow Park Drive
Naples, FL 34109

West coast Drywall Construction, Inc.        $58,388
1495 Railhead Boulevard, Suite 8
Naples, FL 34110

Flesher Windows, Inc.                        $57,817

IVIV Group USA                               $48,749

Commex Painting & Waterproofing              $40,371

AES of Lee County, Inc.                      $29,006

P&E Plumbing Co.                             $28,563

Dale Martin Construction Company             $28,250

Campbell Roofing & Sheet Metal               $24,734

Cobra Pavers & Engineering, Inc.             $21,820

Arrow construction                           $20,957

Marco Cooling & Refrigeration, Inc.          $20,633

Floridian Floor Design, Inc.                 $20,326

Hoosier Plumbing, LLC                        $19,617

Kuhlman Engineering, Inc.                    $12,200

Tannassee Fire Protection, Inc.              $12,150

Construction Materials, Inc.                 $11,880

Vitex Systems                                $10,186

Hadinger Carpet                              $10,111


EQUIFIRST NET: Fitch Junks Ratings on Three NIM Note Classes
------------------------------------------------------------
Fitch Ratings has taken these rating actions on 2 Equifirst Net
Interest Margin Notes:

Equifirst CI-2 NIM Notes:
  -- $1.1 million class N-3 downgraded to 'C' from 'A', and
     assigned a Distressed Recovery (DR) rating of DR6;
  -- $3.2 million class N-4 downgraded to 'C' from 'BBB-', and
     assigned a DR rating of DR6.
Underlying Transaction: Equifirst Mortgage Loan Trust 2004-2

Equifirst CI-3 NIM Notes:
  -- $2.5 million class N-3 downgraded to 'CCC' from 'BB', and
     assigned a DR rating of DR2.
Underlying Transaction: Equifirst Mortgage Loan Trust 2004-3

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections.


FIRST MAGNUS: Wants to Withhold Objections to WaMu's Notices
------------------------------------------------------------
First Magnus Financial Corporation ask the U.S. Bankruptcy Court
for the District of Arizona for authority to withhold its
objection to the notices Washington Mutual Bank issued on
Sept. 12, 2007.

The notices stated WaMu's intent to keep certain mortgage loans
and release the Debtor from its obligation to repurchase the
loans pursuant to Mortgage Loan Purchase and Sale Agreements the
Debtor reached in 2004 with WaMu, and in 2007 with Concord
Minutemen Capital Company, LLC, which was then assigned to and
assumed by WaMu.

James P.S. Leshaw, Esq., at Greenberg Traurig, PA, in Miami,
Florida, relates to the Court that WaMu sent the Debtor two
separate notices of the 2004 agreement, informing that WaMu is
going to keep all the mortgage loans.

One notice stated that the aggregate repurchase price of the
mortgage loans is $54,484,728, while the other notice stated that  
the price of the loans is $1,038,993,070.  Both notices, Mr.
Leshaw says, stated that the repurchase prices only include the
principal amount and interest but not legal fees and expenses.  

Mr. Leshaw further relates that based on negotiations between the
Debtor and WaMu, WaMu has agreed to extend the Debtor's time to
object to the notices until Sept. 27, 2007.

Mr. Leshaw says that since the bankruptcy filing, WaMu has been
holding $3,150,000 of notes in its possession.  He points out
that the Debtor owns the notes and that WaMu has no interest in
the notes.  However, Wamu has asserted that it has the right to
offset the notes against amounts allegedly owed by the Debtor,  
Mr. Leshaw relates.

Mr. Leshaw also says that as partial consideration for the
Debtor's agreement to withhold its objection, WaMu has agreed to
turn over the notes to the Debtor and to relinquish any claim WaMu
may have to the notes.

Mr. Leshaw contends that it is in the best interest of the Debtor
to withhold its objection because:

   * in the event WaMu sells the mortgage loans in the open
     market, the continuing accrual of interest and expenses
     would erode the entire nominal surplus, if any; the
     deficiency would then become a general unsecured claim
     against the Debtor; and

   * WaMu's decision to relinquish its claim to the notes as
     consideration for the Debtor's agreement to withhold its
     objection will provide the Debtor with assets that can be
     sold for much needed cash and will eliminate the need for
     litigation.

                       About First Magnus

Based in Tucson, Arizona, First Magnus Financial Corporation --
http://www.firstmagnus.com/-- purchases and sells prime and Alt-A      
mortgage loans secured by one-to-four unit residences.  The
company filed for chapter 11 protection on Aug. 21, 2007 (Bankr.
D. Ariz. Case No.: 07-01578).  John R. Clemency, Esq., at
Greenberg Traurig LLP is the proposed counsel for the Debtor.  The  
Official Committee of Unsecured Creditors has selected the firm
Warner Stevens LLP as its counsel.  When the Debtor filed for
bankruptcy, it listed total assets of $942,109,860 and total debts
of $812,533,046.

The Debtor's exclusive period to file a plan expires on Dec. 19,
2007.  (First Magnus Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or      
215/945-7000).


FIRST UNION: Fitch Affirms Low-B Ratings on Three Cert. Classes
---------------------------------------------------------------
Fitch Ratings upgrades First Union National Bank Commercial
Mortgage Trust's commercial mortgage pass-through certificates,
series 2001-C3, as:

  --  $12.3 million class H to 'AAA' from 'AA'.
  --  $18.4 million class J to 'A' from 'A-';

Fitch also affirms the following classes:
  -- $427.5 million class A-3 at 'AAA';
  -- $33.8 million class B at 'AAA';
  -- Interest-only class IO-I at 'AAA';
  -- Interest-only class IO-II at 'AAA';
  -- $12.3 million class C at 'AAA';
  -- $23.5 million class D at 'AAA';
  -- $11.3 million class E at 'AAA';
  -- $12.3 million class F at 'AAA';
  -- $12.3 million class G at 'AAA'
  -- $14.3 million class K at 'BBB';
  -- $6.1 million class L at 'BBB-';
  -- $4.1 million class M at 'BB+';
  -- $6.1 million class N at 'BB';
  -- $4.1 million class O at 'B-'.

Fitch does not rate the $17.5 million class P certificates.  The
classes A-1 and A-2 certificates have been paid in full.

The ratings upgrades reflect increased credit enhancement due to
reduction of the pool's collateral balance, as well as the
defeasance of 12 additional loans (16.4%) since the last Fitch
rating action.  As of the September 2007 distribution date, the
pool's aggregate certificate balance has decreased 24.8% to $616
million from $818.8 million at issuance.  Twenty-five loans
(32.8%) are defeased.

Currently, two assets (2.7%) are in special servicing.  The larger
specially serviced asset (1.5%) is a 295,356 square foot Real
Estate Owned office property in Southfield, Michigan.  The loan
transferred to special servicing in January 2007 following the
loss of a major tenant in December 2006.  The special servicer has
taken control of the asset and is marketing the property.

The other specially serviced asset (1.3%) is secured by a 60,000
sf office REO property in Troy, Michigan.  The loan transferred to
special servicing in July 2006.  The single tenant who had
previously occupied the property vacated in 2004.  The special
servicer has taken title and is working to lease up the property.

Fitch projected losses on the specially serviced loans are
expected to be absorbed by the non-rated class P.


FREMONT NET: Pay-Down Performance Cues Fitch's Rating Actions
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on 17 Fremont Net
Interest Margin notes:

Fremont NIM notes, series 2005-D:
  -- $9.4 million notes downgraded to 'B' from 'B+';
Underlying Transaction: Fremont Home Loan Trust 2005-D

Fremont NIM notes, series 2005-2:
  -- $3.2 million class N1 downgraded to 'B' from 'BBB-';
Underlying Transaction: Fremont Home Loan Trust 2005-2

Fremont NIM notes, series 2006-1:
  -- $9.7 million class N1 downgraded to 'C' from 'CC.' The
     distressed recovery rating has been revised to 'DR6' from
     'DR4';
  -- $6.0 million class N2 remains at 'C/DR6';
  -- $3.0 million class N3 remains at 'C/DR6';
  -- $3.0 million class N4 remains at 'C/DR6';
Underlying Transaction: Fremont Home Loan Trust 2006-1

Fremont NIM notes, series 2006-2:
  -- $3.7 million class N1 downgraded to 'B' from 'A-';
  -- $4.1 million class N2 downgraded to 'B' from 'BBB-';
  -- $3.7 million class N3 downgraded to 'C/DR6' from 'BB-';
  -- $3.9 million class N4 downgraded to 'C/DR6' from 'B';
Underlying Transaction: Fremont Home Loan Trust 2006-2

Fremont NIM notes, series 2006-3:
  -- $20.8 million class N1 downgraded to 'B' from 'A-';
  -- $11.2 million class N2 downgraded to 'C/DR5' from 'BBB-';
  -- $4.0 million class N3 downgraded to 'C/DR5' from 'BB+';
  -- $20.0 million class N4 downgraded to 'C/DR6' from 'B';
Underlying Transaction: Fremont Home Loan Trust 2006-3

Fremont NIM notes, series 2006-A:
  -- $5.4 million class N1 downgraded to 'B' from 'A';
  -- $4.3 million class N2 downgraded to 'C/DR6' from 'BBB+';
  -- $5.3 million class N3 downgraded to 'C/DR6' from 'BB+';
Underlying Transaction: Fremont Home Loan Trust 2006-A

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.  The
updated assumptions better capture the deteriorating performance
of pools from 2006 and late 2005 with regard to continued poor
loan performance and home price weakness.


GENESCO INC: Shareholders Approve Redemption of Preferred Stock
---------------------------------------------------------------
Genesco Inc.'s shareholders had voted at its reconvened special
meeting of shareholders to approve and adopt a charter amendment
that permits the redemption of Genesco's Employees' Subordinated
Convertible Preferred Stock after the completion of the merger of
Genesco with a wholly owned subsidiary of The Finish Line Inc.,
which was approved by Genesco's shareholders at the initially
convened meeting on Sept. 17, 2007.

Headquartered in Indianapolis, Indiana, The Finish Line Inc.
(Nasdaq: FINL) -- http://www.finishline.com/-- is a mall-based   
specialty retailer operating under the Finish Line, Man Alive and
Paiva brand names.  The company currently operates 697 Finish Line
stores in 47 states and online, 95 Man Alive stores in 19 states
and online and 15 Paiva stores in 10 states and online.
             
Based in Nashville, Tennessee, Genesco Inc. (NYSE: GCO) --
http://www.genesco.com/-- is a specialty retailer of footwear,
headwear and accessories in more than 1,900 retail stores in the
U.S. and Canada, principally under the names Journeys, Journeys
Kidz, Shi by Journeys, Johnston & Murphy, Underground Station,
Hatworld, Lids, Hat Zone, Cap Factory, Head Quarters and Cap
Connection.  The company also sells footwear at wholesale under
its Johnston & Murphy brand and under the licensed Dockers.

                         *     *     *

As reported in the Troubled Company Reporter on June 4, 2007,
Standard & Poor's Ratings Services said that its ratings on
specialty Genesco Inc. remain on CreditWatch with developing
implications, after reports that it has rejected Foot Locker
Inc.'s conditional bid to acquire Genesco for approximately
$1.3 billion ($51 per share)in cash.

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

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


GENOIL INC: Issues 107,825 Shares for Debt Cancellation Deal
------------------------------------------------------------
Genoil Inc. has issued 107,825 shares to Emil Pena, a consultant
of the corporation, pursuant to a Shares for Debt application
filed with the TSX Venture Exchange which was approved on
Sept. 10, 2007.

On July 11, 2007, the company filed shares for debt application
with the TSX Venture Exchange to satisfy amounts outstanding to
Emil Pena, a consultant of the corporation.

These shares were issued pursuant to a debt cancellation agreement
between Genoil and Mr. Pena, whereby Mr. Pena has agreed to
forgive and cancel all debts currently owing to him by the
corporation, being $63,617 in exchange for common shares of the
corporation.

The shares to be issued in satisfaction of this debt will be based
on a price per share of $0.590, such price being the closing price
on the OTC Bulletin Board on June 28, 2007.

The terms of the Agreement and the payment of this debt to Mr.
Pena were approved by the board of directors of the corporation on
June 29, 2007.

                        About Genoil Inc.

Headquartered in Calgary, Canada, Genoil Inc. (OTC BB: GNOLF.OB)
(CDNX: GNO.V) -- http://www.genoil.net/-- is an international  
engineering technology development company focused on providing
innovative solutions to the oil and gas industry through the use
of proprietary technologies.  The company's business activities
are primarily directed to the development and commercialisation of
its upgrader technology, which is designed to economically convert
heavy crude oil into light synthetic crude.

As reported in the Troubled Company Reporter on Sept. 12, 2007,
Genoil Inc. reported a net loss of CDN$4.3 million in the second
quarter ended June 30, 2007, an increase from the CDN$2.5 million
net loss reported in the same period last year, mainly due to an
increase in administrative expenses and stock-based compensation
expenses.

At June 30, 2007, the company had incurred accumulated losses of
CDN$49.9 million.

                      Going Concern Doubt

BDO Dunwoody LLP's audit report on Genoil Inc. is expressed in
accordance with Canadian reporting standards which do not permit
reference to conditions and events which cast substantial doubt
about the company's ability to continue as a going concern when
these are adequately disclosed in the financial statements.  

As at Dec. 31, 2006, the company has incurred a loss of
CDN$13.9 million for the year and has accumulated losses of
CDN$43.8 million since inception.  The ability of the company to
continue as a going concern is in substantial doubt and is
dependent on achieving profitable operations, commercializing its
upgrader technology, and obtaining the necessary financing in
order to develop this technology further.


GIBRALTAR INDUSTRIES: To Shut Down and Sell Hubbell Steel Unit
--------------------------------------------------------------
Gibraltar Industries Inc. said it will sell the assets and cease
the operations of its Hubbell Steel subsidiary.  Hubbell's
results, including losses resulting from the differences between
the carrying value and the net realizable value of its assets
including goodwill, will be reported as discontinued operations
when Gibraltar reports its earnings for the quarter ended
Sept. 30, 2007.  Gibraltar expects to incur a charge in the range
of $13 million to $16 million as a result of this action.  The
company says it will provide additional detail when it reports its
third-quarter earnings on October 31.
     
Hubbell Steel, a service center specializing in coated and painted
products, was acquired by Gibraltar in 1995.  It has annualized
sales of approximately $45 million, operates two facilities, one
near Chicago and another in Birmingham, Alabama, and employs
approximately 40 people.  Gibraltar says it expects to complete
the Hubbell shutdown and the sale of its assets before the end of
this year.
     
"This decision is part of our plan to sell non-core assets and
businesses, and it is consistent with earlier actions to improve
the performance of our Processed Metal Products segment, including
last year's sale of our strapping operations, the elimination of
our Duferco Farrell joint venture earlier this year, and the
consolidation of two Buffalo-area steel processing facilities into
a single location.  We will continue to focus our resources and
capital on those areas that provide the best strategic fit and
which will produce the highest returns for our shareholders," said
Brian J. Lipke, Gibraltar's chairman and chief executive officer.
     
"Our decision to exit this business – together with our recent
acquisitions and ongoing efforts to improve our existing
operations – are all steps we are taking to strengthen the
performance characteristics of Gibraltar.  We expect that this
shutdown will positively impact our financial performance on an
ongoing basis," said Henning N. Kornbrekke, Gibraltar's president
and chief operating officer.

                    About Gibraltar Industries
  
Headquartered in Buffalo, New York, Gibraltar Industries Inc.
(Nasdaq: ROCK) -- http://www.gibraltar1.com/-- is a manufacturer,  
processor, and distributor of products for the building,
industrial, and vehicular markets.  It has approximately 4,000
employees and operates 84 facilities in 27 states, Canada, China,
England, Germany, and Poland.  

                         *     *     *

As reported in the Troubled Company Reporter on Sept 6, 2007,
Standard & Poor's Ratings Services affirmed its existing ratings
on Gibraltar Industries Inc., including its 'BB' corporate credit
rating, and revised its outlook to negative from stable.


GIBRALTAR INDUSTRIES: Earns $11.9 Million in Quarter Ended June 30
------------------------------------------------------------------
Gibraltar Industries Inc. reported net income of $11.9 million for
the second quarter ended June 30, 2007, compared to net income of
$23.3 million, including income from discontinued operations of
$3.6 million, for the same period last year.

Income from continuing operations before one-time charges was
$13.6 million, or $.45 per share, in the second quarter of 2007,  
compared to $19.8 million, or $.66 per share, in the second
quarter of 2006.  Operating income from existing businesses was
down 32% on a year-over-year basis, driven by lower margins in
Gibraltar's processed metals businesses and those building
products businesses most closely aligned with residential housing
activity, with acquisitions partially offsetting the decline.  In
the second quarter, the company incurred a special charge of
$1.5 million for an M&A transaction that was not successfully
consummated and a $1.2 million restructuring charge related to the
consolidation of its strip-steel facilities, for a total charge of
$2.7 million, or $.05 per share.

Sales from continuing operations in the second quarter of 2007
were $370 million, an increase of approximately 5% compared to
$352 million in the second quarter of 2006.  The increase was
largely the result of acquisitions.  Sales from existing
businesses declined by approximately 7%, a result of lower
activity levels in the residential housing and automotive markets.
For the first six months of 2007, sales from continuing operations
were up by approximately 2% to $687 million, compared to
$675 million in the first half of 2006.
     
In the first half of 2007, income from continuing operations
before one-time charges was $20.2 million, or $.67 per share,
compared to $31.5 million, or $1.05 per share, in the first six
months of 2006.  After special charges, income from continuing
operations was $18.1 million, or $.60 per share.
     
"On a sequential basis, our sales and earnings were much stronger
than our first-quarter results, and within our expectations.  The
steps we have taken to diversify and broaden our business
portfolio — most notably our move into the commercial building and
industrial markets, our international expansion, along with solid
contributions from our recent acquisitions — helped our second-
quarter performance," said Brian J. Lipke, Gibraltar's chairman
and chief executive officer.

"We continued to make progress during the second quarter in our
efforts to cut and control costs.  This has resulted in reduced
inventories, streamlined operations (including six facility
consolidations completed thus far in 2007, with two more scheduled
before year end), and numerous operational improvements, all of
which will continue to reduce overhead," said Henning N.
Kornbrekke, Gibraltar's p president and chief operating officer.

"We continue to pursue our strategy to be the low-cost producer of
our products on a global basis.  We are also targeting
acquisitions — such as Dramex (acquired on March 12) and
Noll/NorWesCo (acquired on April 11) — that will add to our
product leadership positions in niche markets, while enhancing our
ability to deliver the higher performance characteristics we have
established for our business.  We are also continuing to review
all of our businesses to ensure that they meet our performance
targets," said Mr. Lipke.

At June 30, 2007, the company's consolidated balance sheet showed
$1.26 billion in total assets, $686.5 million in total
liabilities, and $569.9 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?240b

                    About Gibraltar Industries
  
Headquartered in Buffalo, New York, Gibraltar Industries Inc.
(Nasdaq: ROCK) -- http://www.gibraltar1.com/-- is a manufacturer,  
processor, and distributor of products for the building,
industrial, and vehicular markets.  It has approximately 4,000
employees and operates 84 facilities in 27 states, Canada, China,
England, Germany, and Poland.  

                          *     *     *

As reported in the Troubled Company Reporter on Sept 6, 2007,
Standard & Poor's Ratings Services affirmed its existing ratings
on Gibraltar Industries Inc., including its 'BB' corporate credit
rating, and revised its outlook to negative from stable.  


GREATWIDE LOGISTICS: Moody's Cuts Ratings on Weak Credit Metrics
----------------------------------------------------------------
Moody's Investors Service downgraded its debt ratings of Greatwide
Logistics Services Inc. -- corporate family to Caa1 from B3,
senior secured first lien to B3 from B1 and senior secured second
lien to Caa2 from Caa1.  The outlook has been changed to negative
from stable.  The probability of default rating remains B3.

The downgrades were prompted by the significant weakening of
credit metrics since the acquisition by Investcorp in mid-December
2006.  Continuing weak demand for truckload services, including
for loads in the company's important Dedicated Truckload segment
has contributed to earnings and cash flows well below the levels
anticipated at the time of the acquisition.  Moody's believes that
the challenging demand environment is likely to continue over at
least the near term and could hinder Greatwide's efforts to
increase earnings and free cash flow to levels that would
positively influence credit metrics and facilitate any meaningful
de-levering.

The Caa1 rating reflects the company's high leverage and weak
coverage metrics.  Operating and EBITDA margins have each declined
significantly from their 2005 levels of the mid- and high- single
digits, respectively.  These trends challenge the belief that the
company's highly variable cost structure provides sufficient
flexibility to reduce costs in step with declining demand.  The
ratings also reflect what, in Moody's view, is a key disadvantage
of Greatwide's highly-levered, no-asset and asset-light business
models.

"Unlike the owned-asset model, these models do not allow the sale
of equipment to raise cash, or to reduce debt and debt service
costs, to help offset declines in earnings during troughs in the
cycle," said Jonathan Root, Moody's high yield transportation
analyst.  The company's size and long-tenured relationships with
large retailers and consumer products companies support the
ratings, although a high concentration of revenues presents a
modest risk to the company's cash flow.

Liquidity is adequate but may be tested over the near term.
Moody's believes that Greatwide could become increasingly reliant
on the revolver to meet working capital needs during the next 12
months, although it does not believe the company would fully
utilize the line.  Additionally, maintaining compliance with the
financial covenants of the first lien facilities, which become
more restrictive as of March 31, 2008 may be difficult,
particularly as weak demand is expected to continue into 2008.

Due to the company's deteriorating financial condition and no-
asset and asset-lite business models, Moody's used a fundamental
distressed EBITDA valuation approach to estimate loss-given-
default rather than a mean family-level LGD estimate.  Based on
this approach, the company's recovery estimate decreased to 40%
(26% standard deviation) from 50% (26% standard deviation).  The
higher loss estimate resulted in the probability-of-default rating
deviating from the Corporate Family Rating by one notch (to B3),
while the CFR is Caa1.  The lower probability of default offsets
the higher loss estimates, so that the rating on the first lien
senior secured bank facility is B3 while the rating on the second
lien facility is Caa2.

The negative outlook reflects the uncertainty of Greatwide's
ability to reverse the negative trend in operating results because
a recovery of demand is not expected over the near term.  The
ratings may be downgraded if operating trends remain weak such
that FFO + Interest to Interest is sustained below 1.3 times or if
Debt to EBITDA is sustained above 8.5 times. The ratings could
also face downward pressure if availability under the revolver
falls below $10 million or if covenant violations were to impair
the company's access to the revolver. Stabilization of the rating
outlook could occur if EBIT to interest were to be sustained above
1 time and operating results improve such that compliance with
covenants with a meaningful cushion would be assured.

Downgrades:

Issuer: Greatwide Logistics Services, Inc.

   -- Corporate Family Rating, Downgraded to Caa1 from B3

   -- First Lien Senior Secured, Downgraded to B3 from B1

   -- Second Lien Senior Secured, Downgraded to Caa2 from Caa1

Upgrades:

Issuer: Greatwide Logistics Services, Inc.

   -- First Lien Senior Secured, Changed to 39 - LGD3 from 28 -
      LGD2

   -- Second Lien Senior Secured, Changed to 81 - LGD5 from 74
      - LGD5

Outlook Actions:

Issuer: Greatwide Logistics Services, Inc.

   -- Outlook, Changed To Negative From Stable

Greatwide Logistics Services Inc., headquartered in Irving, Texas,
is a leading non-asset based North American provider of dedicated
"closed loop" transportation services to the grocery and consumer
products sectors.  The company also provides non-asset-based
truckload management, truck brokerage and warehouse and
distribution logistics services.  Greatwide is a wholly owned
subsidiary of GWLS Holdings Inc. (not rated).


GREENBELT C.T.: Hires Garson Claxton as Special Counsel
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland gave
Greenbelt C.T. Imaging Center LLC authority to employ Garson
Claxton LLC as its special counsel nunc pro tunc to Sept. 16,
2007, through Nov. 15, 2007.

The Debtor needs the services of Garson Claxton to assist its
bankruptcy counsel regarding the historical relationships between
the Debtor and its creditors, specifically Siemens Medical
Solutions USA Inc., National City Commercial Capital Company LLC,
General Electric Healthcare Financial Services and the Debtor's
landlords.

The Debtor also needs the firm's assistance in the negotiation of
various business disputes between the Debtor and its creditors as
the Debtor's chapter 11 cases continue.

The Debtor will pay the firm based on these rates:

          Designation              Hourly Rate
          -----------              -----------
          Partner/Sr. Counsel      $275-$450
          Associate                $150-$275
          Paralegal/Clerk          $60-$100

Jack A. Garson, Esq., will represent the Debtor in this
engagement, assisted by Kenneth S. Kaufman, Esq. and Michael I.
Kaplan.  For their services, Mr. Garson will bill the Debtor at
$425 per hour, Mr. Kaufman at $300 per hour, and Mr. Kaplan at
$200 per hour.

As of its bankruptcy filing, the Debtor owes the firm $2,500 for
legal services rendered.

To the best of the Debtor's knowledge, Garson Claxton represents
no interest adverse to the Debtor or the Debtor's estate.

The firm can be reached at:

             Jack A. Garson, Esq., Member
             Garson Claxton LLC
             7910 Woodmont Avenue, Suite 650
             Bethesda, MD 20814
             Tel: (301) 280-2700
             Fax: (301) 280-2707
             http://www.garsonlaw.com/

Greenbelt, Maryland-based Greenbelt C.T. Imaging Center LLC
provides medical laboratory and diagnostic services including
computer tomography imaging (CAT or CT scans) and positron
emission tomography (PET scans).  The Debtor filed for chapter 11
protection on Sept. 16, 2007 (Bankr. D. MD Case No. 07-18958).  
Karen H. Moore, Esq. Paley, Rothman, Goldstein, Rosenberg, Eig &
Cooper, Chartered represents the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in this case to date.  When the Debtor filed for
bankruptcy, it listed estimated assets and debts between
$1 million to $100 million.


GREENMAN TECH: Acquires Welch Products Via 98% Share Exchange
-------------------------------------------------------------
GreenMan Technologies Inc. has acquired Welch Products Inc.  The
Oct. 1, 2007, transaction was structured as a share exchange in
which 100% of Welch Products' common stock will be exchanged for
8 million shares of GreenMan's common stock.  GreenMan has
completed the acquisition of approximately 98% of Welch's common
stock and expects to acquire the remaining Welch common stock over
the next few days.

Through Welch's recent acquisition of Playtribe Inc., the company
provides innovative playground design, equipment and installation.  
Welch Products has been a crumb rubber customer of GreenMan for
the past several years.

GreenMan expects continued growth in the second half of calendar
2007, and significant growth in calendar 2008 when Welch's EBITDA
and net income are expected to be accretive.

"Welch Products has developed strong brand names and high levels
of customer satisfaction in the playground marketplace which
supports a premium price point given the products' compelling
safety profile and endorsements by various public and private
organizations,” Lyle Jensen, president and chief executive officer
of GreenMan Technologies stated.  “The marriage of GreenMan and
Welch/Playtribe allows both companies to build on each other's
strengths and opens up a new billion dollar market."

"Our Welch and FCG people have spent a great deal of human and
financial resources in developing the Welch Overall Solutions(R)
Project,” Bruce Boland, Welch Products' interim chief executive
officer & managing partner of First Continental Group, commented.  
“The objective was to prove the value of sustainable value-add
products made from used rubber that put people to work, provide
safety for children, and prove to be a wise use of taxpayer
dollars.  We believe the end-result of this merger will give the
Iowa Legislature on both sides of the aisle, the National Program
for Playground Safety from Cedar Falls, Iowa, and our hard working
employees who designed and developed this unique project within
the borders of Iowa, the recognition they justly deserve."

"We feel this merger with GreenMan is based on a number of sound
business decisions that match up the strengths of both companies
and we are comfortable that Lyle Jensen can provide the necessary
leadership to drive this next phase of our business model as we
look to a stronger calendar 2008,” added Mr. Boland.  In our view,
this adds up to a win-win for our customers, school children, bi-
partisan legislatures, and all shareholders going forward.  We are
very excited about the future of the combined companies and will
continue to help our combined investment grow."

                    About Welch Products Inc.

Headquartered in Carlisle, Iowa, Welch Products Inc. --
http://www.welchproducts.com/-- specializes in design, product  
development, and manufacturing of environmentally responsible
products using recycled materials, primarily recycled rubber.  The
company's patented products and processes include playground
safety tiles, roadside anti-vegetation products, construction
molds and highway guard-rail rubber spacer blocks.  

                  About GreenMan Technologies

Based in Lynnfield, Massachusetts, GreenMan Technologies Inc.
(OTCBB: GMTI) -- http://www.greenman.biz/-- together with its   
subsidiaries, engages in collecting, processing, and marketing
scrap tires in whole, shredded, or granular form in the United
States and Canada.  The company recycles this material into many
interesting and useful applications.  The company markets its
products and services through a direct sales staff.  The company
was founded in 1992 and currently operates processing facilities
in Savage, Minnesota, and Des Moines, Iowa.  The two facilities
process nearly 14 million tires out of the nearly 300 million
scrap tires created in the U.S. each year.

                            *   *   *

At June 30, 2007, the company's balance sheet showed total assets
of $10.2 million and total liabilities of $21.8 million, resulting
in a total shareholders' deficit of $11.6 million.

The company's balance sheet at June 30, 2007, also showed strained
liquidity with $4.3 million in total current assets available to
pay $8.4 million in total current liabilities.


GS MORTGAGE: Fitch Junks Rating on $40 Million NIM Notes
--------------------------------------------------------
Fitch Ratings has taken this rating action on a GS Mortgage
Securities Corp. Net Interest Margin Notes:

GSAA Home Equity Trust 2005-NIM4:
  -- $4 million class NIM Notes downgraded to 'C' from 'B+' and
     assigned a Distressed Recovery rating of 'DR5';
Underlying transaction: GSAA Home Equity Trust, Series 2005-5

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.  The
updated assumptions better capture the deteriorating performance
of pools from 2006 and late 2005 with regard to continued poor
loan performance and home price weakness.


HARBORVIEW: Fitch Affirms Low-B Ratings on 14 Note Classes
----------------------------------------------------------
Fitch Ratings has taken rating actions on seven Harborview net
interest margin notes:

Harborview NIM Notes CI-2:
  -- $3.3 million Class N-1 affirmed at 'A-';
  -- $24.1 million Class N-2 affirmed at 'BBB-';
  -- $10.5 million Class N-3 affirmed at 'BB';
  -- $8.3 million Class N-4 affirmed at 'B'.
Underlying Transaction: Harborview 2006-7

Harborview NIM Notes CI-3:
  -- $11.5 million Class N-2 affirmed at 'BBB-';
  -- $5.8 million Class N-3 affirmed at 'BB';
  -- $5.2 million Class N-4 affirmed at 'B'.
Underlying Transaction: Harborview 2006-8

Harborview NIM Notes CI-4:
  -- $20.7 million Class N-1 affirmed at 'A-';
  -- $31.9 million Class N-2 affirmed at 'BBB-';
  -- $11.9 million Class N-3 affirmed at 'BB';
  -- $15.7 million Class N-4 affirmed at 'B'.
Underlying Transaction: Harborview 2006-9

Harborview NIM Notes CI-5:
  -- $6.1 million Class N-1 affirmed at 'A-';
  -- $2.5 million Class N-2 affirmed at 'BBB-';
  -- $1.1 million Class N-3 affirmed at 'BB';
  -- $591,000 Class N-4 affirmed at 'B'.
Underlying Transaction: Harborview 2006-SB1

Harborview NIM Notes CI-6:
  -- $10.7 million Class N-1 affirmed at 'A-';
  -- $21 million Class N-2 affirmed at 'BBB-';
  -- $10.2 million Class N-3 affirmed at 'BB';
  -- $10.7 million Class N-4 affirmed at 'B'.
Underlying Transaction: Harborview 2006-10

Harborview NIM Notes CI-9:
  -- $75.3 million Class N-1 affirmed at 'A-';
  -- $69.6 million Class N-2 affirmed at 'BBB-';
  -- $27 million Class N-3 affirmed at 'BB';
  -- $12.8 million Class N-4 affirmed at 'B'.
Underlying Transaction: Harborview 2006-12

Harborview NIM Notes, Series 2006-14:
  -- $34.7 million Class N-1 affirmed at 'A-';
  -- $37.9 million Class N-2 affirmed at 'BBB-';
  -- $14.8 million Class N-3 affirmed at 'BB';
  -- $12.8 million Class N-4 affirmed at 'B'.
Underlying Transaction: Harborview 2006-14

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.  The
updated assumptions better capture the deteriorating performance
of pools from 2006 and late 2005 with regard to continued poor
loan performance and home price weakness.


HERTZ CORP: Fitch Holds 'B+' Subordinated Debt Rating
-----------------------------------------------------
Fitch Ratings affirmed these ratings for The Hertz Corporation:

  -- Issuer Default Rating at 'BB';
  -- Senior secured revolving facility at 'BBB';
  -- Secured term facility at 'BBB-';
  -- Letter of credit facility at 'BBB-';
  -- Senior unsecured debt at 'BB-';
  -- Subordinated Debt at 'B+';

The Rating Outlook has been revised to Positive from Stable.  The
affirmation of Hertz's ratings reflects:

  -- Strength of the company's market position in the airport
     car rental and commercial equipment markets and ability    
     and experience in managing through cyclicality and
     seasonality inherent in car and equipment rental sectors;
  -- Ample liquidity to support growth;
  -- Limited financial flexibility as a primarily secured
     borrower;
  -- Weak capitalization/Lack of tangible equity.

The Positive Rating Outlook reflects the improvements in operating
performance, cash flow available to repay debt and collateral
coverage since being spun-off from the Ford Motor Company in late
2005.

Key drivers for a ratings upgrade include the expectation that
management's strategy to grow revenue, improve operating
efficiency and offset rising fleet costs will continue to generate
sustainable operating performance improvement and cashflow to
further delever the company.

Further improvements in cash flow available for debt repayment or
strengthening of collateral coverage may result in upward notching
of individual ratings from their current levels relative to
Hertz's IDR, including equating the senior unsecured debt rating
with the IDR.

Negative rating factors include any significant operating cash
flow deterioration and weakening of the company's financial
profile resulting from either a cyclical downturn or exogenous
events that restrict or inhibit travel.

Fitch also affirmed and withdrew these ratings:

The Hertz Corporation
  -- Short-term Issuer Rating at 'B';
  -- Commercial paper at 'B';

Hertz Finance Centre Plc
  -- Issuer Default Rating at 'BB';
  -- Short-term Issuer Rating at 'B';
  -- Commercial paper at 'B';

Hertz Australia Pty
  -- Short-term Issuer Rating at 'B';
  -- Commercial paper at 'B';

Hertz Canada Ltd.
  -- Short-term Issuer Rating at 'B';
  -- Commercial paper at 'B'.

The commercial paper ratings have been withdrawn as no commercial
paper is expected to be outstanding.  Withdrawal of the Hertz
Finance Centre Plc ratings reflects full repayment of debt.

Based in Park Ridge, New Jersey, Hertz is the world's largest
general use car rental brand and largest on-airport car rental
brand in the United States and one of the largest commercial
equipment rental companies in the United States.  Together, Hertz
operates or franchises approximately 7,800 car rental locations in
more than 145 countries with a vehicle fleet of more than 475,000
units at Dec. 31, 2006.


HSI ASSET: Fitch Downgrades Ratings on Six Note Classes
-------------------------------------------------------
Fitch Ratings has taken these rating actions on 6 HSI Asset
Securitization Corp. Net Interest Margin Notes:

HASCO NIM Notes 2006-FF7:
  -- $11.0 million Class A downgraded to 'B' from 'BB+';
  -- $4.5 million Class B downgraded to 'B' from 'BB-';
Underlying Transaction: First Franklin Mortgage Loan Trust 2006-
FF7

HASCO NIM Notes 2006-FF9:
  -- $14.8 million Class A remains at 'BBB' and placed on
     Rating Watch Negative;
  -- $6.3 million Class B downgraded to 'C/DR5' from 'BB+';
Underlying Transaction: First Franklin Mortgage Loan Trust 2006-
FF9

HASCO NIM Notes 2006-FF11:
  -- $7.2 million Class A affirmed at 'A-';
  -- $12.4 million Class B remains at 'BBB' and placed on     
     Rating Watch Negative;
  -- $8.3 million Class C downgraded to 'B' from 'BB+';
Underlying Transaction: First Franklin Mortgage Loan Trust 2006-
FF11

HASCO NIM (Cayman) Company 2006-OPT2:
  -- $5.0 million Class B affirmed at 'BBB';
  -- $3.0 million Class C affirmed at 'BBB-';
  -- $3.5 million Class D affirmed at 'BB+';
Underlying Transaction: HSI Asset Securitization Corporation Trust
2006-OPT2

HASCO NIM (Cayman) Company 2006-OPT3:
  -- $4.6 million Class A affirmed at 'BBB';
  -- $5.3 million Class B affirmed at 'BB';
  -- $2.1 million Class C affirmed at 'BB-';
Underlying Transaction: HSI Asset Securitization Corporation Trust
2006-OPT3

HASCO NIM (Cayman) Company 2006-WMC1:
  -- $11.3 million Class A downgraded to 'C/DR6' from 'BB+';
  -- $3.8 million Class B downgraded to 'C/DR6' from 'BB-';
Underlying Transaction: HSI Asset Securitization Corporation Trust
2006-WMC1

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.  The
updated assumptions better capture the deteriorating performance
of pools from 2006 and late 2005 with regard to continued poor
loan performance and home price weakness.


HOMEBANC CORP: Committee Selects Mesirow as Financial Advisor
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in HomeBanc
Mortgage Corporation and its debtor-affiliates' chapter 11 cases
asks the United States Bankruptcy Court for the District of
Delaware for permission retain Mesirow Financial Consulting LLC as
its financial advisors, nunc pro tunc to Aug. 24, 2007.

The Creditors Committee needs assistance in collecting and
analyzing financial and other information in relation to the
Chapter 11 cases.  The Committee has selected MFC because of the
firm's diverse experience and extensive knowledge in bankruptcy.
Accordingly, MCF is qualified as financial advisors.

As financial advisors, MFC will render these services:

   (a) assessment of bid procedures and review and advice to the
       committee with respect to proposed asset dispositions;

   (b) assistance in review of financial information of the
       Debtors and analysis of motions for which Court approval
       is sought by the Debtors;

   (c) assistance in meetings and discussions with other
       professionals and the Debtors including other classes of
       creditors;

   (d) review of financial information of the Debtors including
       the Statement of Financial Affairs, Schedules of Assets
       and Liabilities, and Monthly Operating Reports;

   (e) analysis and assistance to the committee with regard to
       Debtors' financing, cash collateral and other liquidity
       liquidity measures;

   (f) review and assistance to the committee in evaluating any
       employee related programs;

   (g) assistance with the review and affirmation or rejection on
       various executory contracts and leases;

   (h) assistance in the evaluation and analysis of avoidance
       actions, including fraudulent conveyances and preferential
       transfers;

   (i) litigation advisory services and expert testimony on case
       related issues; and

   (j) other consulting, review, or assistance the committee or
       its counsel may deem necessary.

MFC's compensation for professional services rendered to the
committee will be $75,000 per month, plus hourly charges for
forensic and litigation consulting services by the committee
based upon the hours actually expended by each staff member at
each staff member's hourly billing rate.

The Committee submits that the MFC professionals working on the
matter are not relatives of the United States Trustee of the
District Court of Delaware or of any known employee in the office
thereof, or any Unites States Bankruptcy Judge of the District of
Delaware.

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

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

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


ICONIX BRAND: Completes $231 Mil. Buyout of Official Pillowtex
--------------------------------------------------------------
Iconix Brand Group Inc. has closed on the acquisition of Official
Pillowtex LLC.  The purchase price for the acquisition was
approximately $231 million in cash with contingent payments of up
to an additional $15 million in cash based upon the brands
surpassing specific revenue targets.

As reported in the Troubled Company Reporter on Sept. 11, 2007,
Iconix Brand Group entered into a definitive agreement to
purchase Official Pillowtex LLC for $231 million in cash with
contingent payments of up to an additional $15 million in cash
based upon the brands surpassing specific revenue targets.

The four primary brands are all licensed in the U.S.: (i) Cannon
and Royal Velvet to Li & Fung USA; (ii) Fieldcrest to Target
Stores; and (iii) Charisma to Westpoint Stevens.

In the aggregate the four brands are estimated to generate between
$35 and $37 million in 2008 royalty revenue with direct expenses
of between $5 and $7 million, and will be accretive to earnings.  
Total aggregate guaranteed royalty revenue for the brands equals
approximately $160 million or approximately 65% of the purchase
price.

The purchase price for the acquisition will be paid by Iconix in
cash.  The acquisition is anticipated to close later this year and
is subject to customary closing conditions including clearance
under the Hart-Scott-Rodino Anti Trust Improvements Act of 1976,
as amended.

"We are pleased to acquire Pillowtex in a diversifying and
transformative acquisition for Iconix,” Neil Cole, chairman and
CEO, Iconix, stated.  “The home sector is a natural progression
for Iconix and we plan to infuse these brands with our strategic
and innovative marketing as we expand them into
new categories."

                    About Official Pillowtex
    
Official Pillowtex is a licensing company that owns a large
portfolio of home brands including four primary brands, Cannon,
Royal Velvet, Fieldcrest and Charisma and numerous others
home brands including St. Mary's and Santa Cruz.

                 About Iconix Brand Group Inc.

Based in New York City, Iconix Brand Group Inc. (Nasdaq: ICON)
-- http://www.iconixbrand.com/-- owns fashion brands to retail    
distribution from the luxury market.  The company licenses its
brands to retailers and manufacturers worldwide.

                         *     *     *

In June 2007, Moody's Investor Services placed the company's
probability of default rating at 'B1'; in April 2007, Moody's
placed its long term corporate family rating at 'B1'.  These
ratings still hold to date.

Standard & Poor's assigned a 'B+' rating on the company's long
term foreign and local issuer credit.


IXIS REAL: Fitch Holds 'BB+' Ratings on Two Note Classes
--------------------------------------------------------
Fitch Ratings has taken these rating actions on five IXIS Real
Estate Capital Trust Net Interest Margin notes:

IXIS NIM notes, series 2005-HE2N:
  -- $1.4 million class N1 affirmed at 'BBB-';
  -- $2.0 million class N2 affirmed at 'BB+';
Underlying Transaction: IXIS Real Estate Capital Trust 2005-HE2

IXIS NIM notes, series 2005-HE3N:
  -- $3.3 million class N1 affirmed at 'BBB-';
Underlying Transaction: IXIS Real Estate Capital Trust 2005-HE3

IXIS NIM notes, series 2005-HE4N:
  -- $0.5 million class N1 affirmed at 'BBB';
  -- $3.75 million class N2 affirmed at 'BB+';
Underlying Transaction: IXIS Real Estate Capital Trust 2005-HE4

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.  The
updated assumptions better capture the deteriorating performance
of pools from 2006 and late 2005 with regard to continued poor
loan performance and home price weakness.


JEFFERY MEHIEL: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtors: Jeffery P. Mehiel
         Nancy D. Mehiel
         10 Horseshoe Hill Road West
         Pound Ridge, NY 10576

Bankruptcy Case No.: 07-22959

Chapter 11 Petition Date: October 3, 2007

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtors' Counsel: Anne J. Penachio, Esq.
                  The Sarcone Law Firm, PLLC
                  575 White Plains Road
                  Eastchester, NY 10709
                  Tel: (914) 961-6003
                  Fax: (914) 961-5658

Total Assets: $1,458,700

Total Debts:  $2,276,644

Debtor's list of its 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Washington Mutual                10 Horseshoe Hill   $1,700,000
P.O. box 78148                   Road, Pound Ridge,    Secured:
Phoenix, AZ 85062-8148           New York            $1,400,000

Bank of America                  Credit Card            $79,244
P.O. Box 15719
Wilmington, DE 19886-5715

Chase                            10 Horseshoe Hill      $71,384
P.O. Box 78036                   Road, Pound Ridge     Secured:
Phoenix, AZ 85062-8116           New York            $1,400,000
                                                     Unsecured:
                                                     $1,899,601

American Express                 Credit Card            $68,061

Thomas Farley, Esq.              Legal Fees             $35,000

Chase                            Credit Card            $24,869

Citi Platinum Select             Credit Card            $22,927

Citicards                        Credit Card            $22,670

Optima-American Express          Credit Card            $20,424

Pentagon Federal Credit Union    Credit Card            $13,035

Home Depot                       Credit Card            $12,126

Capital One                      Credit Card             $2,920

Chase Mastercard                 Credit Card             $2,384

Macy's                           Credit Card             $1,999


J.P. MORGAN: Fitch Junks Ratings on Six Note Classes
----------------------------------------------------
Fitch Ratings has taken these rating actions on 4 J.P. Morgan Net
Interest Margin Notes:
J.P. Morgan Acquisition Corp. NIM 2006-ARN1:
  -- $3.1 million Class A downgraded to 'BB' from 'A-';
  -- $8.4 million Class B downgraded to 'B' from 'BBB-' , is   
     placed on Rating Watch Negative;
  -- $6.0 million Class C downgraded to 'C/DR6' from 'BB'
Underlying Transaction: Argent Securities 2006-W3

J.P. Morgan Acquisition Corp. NIM 2006-FREN1:
  -- $6.8 million Class A downgraded to 'C/DR6' from 'A-',
  -- $5.8 million Class B downgraded to 'C/DR6' from 'BBB-',
  -- $2.8 million Class C downgraded to 'C/DR6' from 'BB',
Underlying Transaction: J.P. Morgan Acquisition Corp. 2006-FRE1

J.P. Morgan Acquisition Corp. NIM 2006-OON1:
  -- $8.9 million Class N affirmed at 'BBB-'.
Underlying Transaction: J.P. Morgan Acquisition Corp. 2005-OPT2

J.P. Morgan Acquisition Corp. NIM 2006-WMCN1:
  -- $12.6 million Class A downgraded to 'C/DR5' from 'BBB-',
  -- $3.6 million Class B downgraded to 'C/DR6' from 'BB',
Underlying Transaction: J.P. Morgan Acquisition Corp. 2006-WMC1

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.  The
updated assumptions better capture the deteriorating performance
of pools from 2006 and late 2005 with regard to continued poor
loan performance and home price weakness.


J.P. MORGAN: Moody's Affirms Low-B Ratings on Three Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed the ratings of 11 classes of J.P. Morgan Chase Commercial
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2006-FL2 as:

   -- Class A-1, $410,458,000, Floating, affirmed at Aaa
   -- Class A-2, $298,203,000, Floating, affirmed at Aaa
   -- Class X-1, Notional, affirmed at Aaa
   -- Class B, $36,497,966, Floating, upgraded to Aaa from Aa1
   -- Class C, $31,090,941, Floating, upgraded to Aa1 from Aa2
   -- Class D, $21,628,102, Floating, upgraded to Aa2 from Aa3
   -- Class E, $24,331,977, Floating, upgraded to Aa3 from A1
   -- Class F, $24,331,977, Floating, affirmed at A2
   -- Class G, $21,628,102, Floating, affirmed at A3
   -- Class H, $27,035,127, Floating, affirmed at Baa1
   -- Class J, $27,035,853, Floating, affirmed at Baa2
   -- Class K, $24,331,977, Floating, affirmed at Baa3
   -- Class L, $32,442,618, Floating, affirmed at Ba1
   -- Class LV-1, $7,400,000, Floating, affirmed at Ba1
   -- Class LV-2, $2,600,000, Floating, affirmed at Ba2

The transaction's aggregate certificate balance has decreased by
about 34.1% to $989 million from $1.5 billion at securitization
due to the payoff of the three loans initially in the pool --
Sawgrass Mills Mall ($400 million), Grand Sierra Resort
($93 million) and 230 Congress ($19 million).  Currently the
certificates are collateralized by 12 loans ranging in size from
1.6% to 14.8% of the pool.  The trust has not realized any losses
since securitization and there are no loans currently in special
servicing.

Moody's is upgrading Classes B, C, D, and E due to increased
credit support from the payoff of three loans and the stable
performance of the remaining 12 loans.  Since securitization in
November 2006 the pool's remaining loans have performed as
expected based on property occupancy levels and RevPAR
achievement.

The RREEF Silicon Valley Office Portfolio Loan ($144.5 million --
14.6%) is secured by a 5.3 million square foot portfolio of
office/R&D properties located in Santa Clara, Sunnyvale, Mountain
View, Milpitas and San Jose, California.  Occupancy as of
September 2007 was 73.4%, compared to 71.4% at securitization.  
The loan sponsor is REEF North America. Moody's current loan to
value ratio and shadow rating for the loan are 74.2% and Baa3, the
same as at securitization

The Lehigh Valley Mall Loan ($140 million -- 14.2%) is secured by
a 697,200 square foot regional mall located in Whitehall,
Pennsylvania.  Anchor stores include Macy's, J.C. Penney and
Boscov's and occupancy as of March 2007 was 97.3%, compared to
98.9% at securitization.  The loan sponsor is Simon Property
Group.  Moody's current LTV and shadow rating for the loan are
72.5% and Baa3, the same as at securitization.

The Doubletree Metropolitan Loan ($125 million -- 12.7%) is
secured by a 755-room full service hotel located in New York City.  
RevPAR for the first six months of 2007 was $230.00, compared to
Moody's anticipated RevPAR of $220.50.  The loan sponsor is
Whitehall Street Global Real Estate Funds and others.  Moody's
current LTV and shadow rating for the loan are 54.3% and A1, the
same as at securitization.


JMS CONVERTERS: Shuts Down Business, Files for Bankruptcy
---------------------------------------------------------
JMS Converters, also known as Sabee Products Inc., has filed for
bankruptcy shortly after it ceased operation of its business,
Pete Bach of Post-Crescent reports.

Company lawyer Gregory B. Gill, Esq. at Gill & Gill S.C. told
Post-Crescent that JMS, which employed 85 workers before its
shutdown, lost its major customer and the banks refused to extend
it additional credit.

Mr. Gill noted in the report that the layoffs can take place
earlier than the otherwise legally binding date of Nov. 28.

Mike Conroy of NBC26 relates that employees are outraged at the
shutdown and some have retained attorneys for a possible law suit
against the company.

Headquartered in Appleton, Wisconsin, JMS Converters - Sabee
Products Inc. -- http://www.sabeeproducts.com/-- manufactures  
disposable paper products for the healthcare industry.


KYLE GIBSON: Case Summary & Six Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Kyle E. Gibson
        564A Governor Ritchie Highway
        Severna Park, MD 21146

Bankruptcy Case No.: 07-19730

Chapter 11 Petition Date: October 4, 2007

Court: District of Maryland (Baltimore)

Judge: Robert A. Gordon

Debtor's Counsel: John C. Gordon, Esq.
                  532 B.&A. Boulevard
                  Severna Park, MD 21146
                  Tel: (410) 747-8784

Estimated Assets:    $100,000 to $1 Million

Estimated Debts: $1 Million to $100 Million

Debtor's Six Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
The Washington Savings Bank    value of security:        $148,201
4201 Mitchellville Road,       $469,650
Suite 300
Bowie, MD 20716

Walljune Private Funding,      value of security:         $60,000
L.L.C.                         $469,650
801 Kings Retreat
Davidsonville, MD 21035
                                 
Bank of America                                            $8,424
NC-4-105-03-14,
P.O. Box 26012
Greensboro, NC 27420

Discover Card Services                                     $5,093

H.S.B.C. Retail Services                                   $2,900
(Nautilus)

Capitol One Bank                                             $950


L&J SHEETS: Case Summary & Eight Largest Unsecured Creditors
------------------------------------------------------------
Debtor: L & J Sheets Farms
        8857 South 200 East
        Columbia City, IN 46725

Bankruptcy Case No.: 07-12826

Chapter 11 Petition Date: October 4, 2007

Court: Northern District of Indiana (Fort Wayne)

Judge: Robert E. Grant

Debtor's Counsel: Robert L. Nicholson, Esq.
                  Beckman, Lawson LLP
                  200 East Main Street, Suite 800
                  P.O. Box 800
                  Fort Wayne, IN 46802
                  Tel: (260) 422-0800
                  Fax: (260) 420-1013

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Eight Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Frances Slocum Bank              Loan                  $653,300
189 West Market Street                                 Secured:
Wabash, IN 46992                                       $350,000
                                                     Unsecured:
                                                       $413,300

First Farmers Bank & Trust                             $150,000
c/o Stephen Downs
99 West Canal Street
Wabash, IN 46992

Beck Seed                        Loan                  $150,000
fka Case New Holland
P.O. Box 3600
Lancaster, PA 17604

Dennis Grain                     Loan                   $95,000

Frances Slocum Bank              2nd Mortgage          $653,300
                                                       Secured:
                                                     $1,032,000
                                                     Unsecured:
                                                        $46,300

John Deere Credit                Loan                   $40,000
                                                       Secured:
                                                       $350,000
                                                     Unsecured:
                                                        $40,000

Marathon Oil Company                                    $15,000

Shambaugh, Kast, Beck et al.                             $3,500


LEAP WIRELESS: Earns $3.2 Million in Second Quarter Ended June 30
-----------------------------------------------------------------
Leap Wireless International Inc. reported net income of
$3.2 million on total revenues of $393.2 million for the second
quarter ended June 30, 2007, compared with net income of
$7.5 million on total revenues of $267.9 million for the same
period ended June 30, 2006.  Operating income for the quarter was
$36.9 million compared to $16.5 million for the second quarter of
2006.  The increase in operating income was more than offset by
increases in interest and income tax expenses.

The company reported service revenues of $350.2 million, a 52%  
increase over the prior-year quarter, driven by a 45% growth in
weighted-average customers and a 5% rise in average revenue per
user.

In the second quarter, the company posted adjusted operating
income before depreciation and amortization of $115.2 million, up
$34.2 million from the first quarter of 2007 and up $37.5 million
from the comparable period of the prior year.   Adjusted OIBDA for
the second quarter benefited from a higher weighted-average number
of customers, increased ARPU and improved operating expense
leverage.  

"In the second quarter, we continued to experience attractive
customer growth over the prior year period, including 115,000 net
customer additions in the new markets launched in 2006 and 2007.
With the addition of 12,000 new customers in existing markets
during the quarter, net customer additions increased approximately
60% over the prior year quarter and approximately 30% during the
first half of the year as compared to the prior year period, in
each case after adjusting for the sale of our Toledo and Sandusky,
Ohio markets in 2006." said Doug Hutcheson, Leap's chief executive
officer and president.  

At June 30, 2007, the company's consolidated balance sheet showed
$4.38 billion in total assets, $2.54 billion in total liabilities,
$34.1 million in minority interests, and $1.81 billion in total
stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?240f

Capital expenditures during the second quarter of 2007 were
approximately $106 million, relating primarily to the company's
continued investment in the existing business, new market
development and network upgrades.

As of June 30, 2007, total unrestricted cash, cash equivalents and
short-term investments were $684.8 million.  These amounts
increased by $355.6 million from the first quarter of 2007 due
primarily to a private offering of senior notes in June that
yielded approximately $371 million in proceeds.

                      About Leap Wireless

Based in San Diego, California, Leap Wireless International Inc.
(NASDAQ: LEAP) -- http://www.leapwireless.com/-- provides  
unlimited wireless services to a diverse customer base.  The
company and its joint ventures now operate in 23 states and hold
licenses in 35 of the top 50 U.S. markets.  

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 10, 2007,
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Leap Wireless International Inc.


LEHMAN BROTHERS: Moody's Cuts Rating on Class M Certificates to B2
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes,
downgraded the ratings of three classes and affirmed the ratings
of eight classes of Lehman Brothers Floating Rate Commercial
Mortgage Trust 2006-CCL C2, Commercial Mortgage Pass-Through
Certificates, Series 2006-CCL C2 as:

   -- Class X, Notional, affirmed at Aaa
   -- Class X-FLP, Notional, affirmed at Aaa
   -- Class C, $26,453,042, Floating, affirmed at Aaa
   -- Class D, $20,790,000, Floating, affirmed at Aaa
   -- Class E, $26,270,000, Floating, affirmed at Aaa
   -- Class F, $22,260,000, Floating, affirmed at Aaa
   -- Class G, $22,260,000, Floating, upgraded to Aaa from Aa2
   -- Class H, $21,150,000, Floating, upgraded to Aa2 from A2
   -- Class J, $21,150,000, Floating, affirmed at A3
   -- Class K, $20,030,000, Floating, downgraded to Baa3 from
      Baa1
   -- Class L, $18,920,000, Floating, downgraded to Ba2 from
      Baa2
   -- Class, M, $26,776,000, Floating, downgraded to B2 from
      Ba2
   -- Class GRS, $5,396,330, Floating, upgraded to Baa2 from
      Baa3
   -- Class MTH, $738,481, Floating, upgraded to Baa1 from Baa3
   -- Class CGR, $1,600,000, Floating, affirmed at Baa3

The certificates are collateralized by seven senior participation
interests in eight properties.  The loans range in size from 0.5%
to 59.7% of the pool based on current principal balances.  As of
the Sept. 18, 2007 distribution date, the transaction's aggregate
certificate balance has decreased by about 74.7% to $236.1 from
$932.8 million at securitization as the result of the payoff of
nine loans initially in the pool and partial property releases
associated with six loans.  The October 2007 distribution will
indicate an additional 3.8% reduction in aggregate certificate
balance due to the payoff of the Columbus Green Loan ($35.9
million), which occurred after the September 2007 record date.

The trust contains transitional assets that are undergoing
conversion for sale as residential condominiums.  Classes C, D, E,
F, G, H, J, K, L and M are pooled classes.  Classes GRS, MTH and
CGR are non-pooled classes that depend on the performance of three
specific loans -- 88 Greenwich Street, Mandalay on the Hudson and
Columbus Green.  Moody's is upgrading Classes G and H due to
increased credit support from the loan payoffs and partial
property releases.  Moody's is upgrading non-pooled Classes GRS
and MTH due to decreased loan leverage from condominium unit
releases from the 88 Greenwich Street and Mandalay on the Hudson
Loans.  Moody's is downgrading Classes K, L and M due to the poor
performance of The Crossings at Otay Ranch, Walker Square & River
Bend, Avalon at Seven Hills and Village Oaks Loans.

The 88 Greenwich Street Loan (59.7%) is secured by 457 residential
units in a building originally constructed as an office building
that was converted to a rental apartment building in 2002.  The
building is located in New York's Financial District.  The
conversion plan has been approved and the project is proceeding in
line with the initial business plan.  To date 45 units have closed
and there are an additional 154 units in contract at an average
sales price of $769,749 per unit.

The Mandalay on the Hudson Loan (9.9%) is secured by 269
residential units located in Jersey City, New Jersey along the
Hudson River Waterfront.  To date 139 units have closed and an
additional 26 units are in contract at an average sales price of
$519,756 per unit.  The contract prices represent discounts from
pro forma.  However, a significant number of these units were sold
in as-is condition.

Four of the remaining five loans in the pool are located in soft
condominium markets and are performing below Moody's initial
expectations.  The Crossings at Otay Ranch Loan (8.7% - 168 units)
is located in Chula Vista, California.  The mezzanine lender has
foreclosed on the mezzanine borrower's interest and is in the
process of having the property appraised.  The mezzanine lender
intends to complete the conversion and sell the remaining 111
units with a new sales team.  The Avalon at Seven Hills Loan (8.1%
- 320 units; Henderson, Nevada), the Village Oaks Loan (8.6% - 234
units; Tampa, Florida) and the Walker Square & Riverbend Loan
(4.6% - 350 units contained in two separate properties;
Charlottesville, Virginia) are all experiencing decreased sales
volume.


LIVE NATION: High Leverage Prompts S&P to Cut Credit Rating to B
----------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating on Beverly Hills, California-based Live Nation Inc. to 'B'
from 'B+'.  S&P analyze the company on a consolidated basis with
its operating subsidiary, Live Nation Worldwide Inc.
      
"The downgrade reflects our concerns over high lease-adjusted
leverage, despite improved operating performance in the second
quarter, and our expectation that the company will not be able to
achieve our intermediate-term target lease-adjusted debt, plus
preferred stock and four-quarter-average letters of credit, to
EBITDA ratio of less than 5x by year-end," explained
Standard & Poor's credit analyst Michael Altberg.
     
The company's credit profile hasn't improved according to S&P's
original expectations, as Live Nation has been in a rebuilding and
acquisition period that we believe will continue for the next
several years.  S&P do not anticipate a significant improvement in
leverage or other credit metrics due to the company's continued
investment in its Artist Nation segment, expansion of its venue
and services platform both in the U.S. and globally, and potential
ramp-up for its in-house ticketing capability.  

S&P also do not see any abatement of acquisition activity,
although the company is increasingly using stock to complete its
acquisitions, such as its purchase of the remaining interest in
Concert Productions International Inc., which was consummated
primarily with Live Nation common stock.
     
S&P also lowered its bank loan rating on the company's
$835 million senior secured credit facilities to 'B+', one notch
above the corporate credit rating, from 'BB-'.  The '2' recovery
rating indicates our expectation of substantial (70%-90%) recovery
in the event of a payment default.  S&P also
lowered its rating on the company's $220 million senior
convertible notes due 2027 to 'B-' from 'B'.
     
The ratings reflect financial risk from a high lease-adjusted debt
to EBITDA ratio; EBITDA levels subject to general economic trends,
talent costs, and the success of concert schedules; volatile
attendance trends; and very limited potential for significant
margin expansion from low current levels.  These factors are only
partly offset by the company's strong competitive position in the
live-entertainment industry, its significant geographic and format
diversity, and historically positive discretionary cash flow.


LONG BEACH: Fitch Cuts Rating on $5.1MM Cl. N Notes to C from CCC
-----------------------------------------------------------------
Fitch Ratings has taken this rating action on Long Beach Net
Interest Margin notes:

Long Beach Asset Holdings NIM CI 2004-4 Trust:
  -- $5.1 million class N7 downgraded to 'C' from 'CCC', and
     assigned a Distressed Recovery rating of DR6.
Underlying Transaction: Long Beach Mortgage Company 2004-4

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections.


LONG BEACH: Fitch Junks Ratings on Three NIM Notes
--------------------------------------------------
Fitch Ratings has taken these rating actions on Long Beach Net
Interest Margin notes:

Long Beach NIM 2005-2 LLC Trust:
  -- $7.6 million class N2 downgraded to 'C' from 'BBB-', and
     assigned a Distressed Recovery rating of DR6;
  -- $3.8 million class N3 downgraded to 'C' from 'BB+', and
     assigned a Distressed Recovery rating of DR6;
  -- $3.9 million class N4 downgraded to 'C' from 'BB', and
     assigned a Distressed Recovery rating of DR6.
Underlying Transaction: Long Beach Mortgage Company 2005-2

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.  The
updated assumptions better capture the deteriorating performance
of pools from 2006 and late 2005 with regard to continued poor
loan performance and home price weakness.


MARK II FAMILY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Mark II Family Restaurants, Inc.
        1020 Wilkes-Barre Township Boulevard
        Wilkes Barre, PA 18702

Bankruptcy Case No.: 07-52593

Type of business: The Debtor owns and manages restaurants.

Chapter 11 Petition Date: October 4, 2007

Court: Middle District of Pennsylvania (Wilkes-Barre)

Debtor's Counsel:  Thomas J. MacNeely, Esq.
                   Rosenn, Jenkins and Greenwald, L.L.P.
                   15 South Franklin Street
                   Wilkes-Barre, PA 18711
                   Tel: 570 826-5641
                   Fax: 570 831-7212

Estimated Assets: $1 Million to $100 Million

Estimated Debts:           Less than $10,000

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


MARK MCCLURE: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: Mark C. McClure
                147 Ridge Road
                Portland, ME 04103-4713-476

Case Number: 07-20909

Involuntary Petition Date: October 4, 2007

Court: District of Maine (Portland)

Petitioner's Counsel: Leonard M. Gulino, Esq. (for Cohen and
                      Tiberii)
                      Bernstein, Shur, Sawyer & Nelson
                      P.O. Box 9729
                      100 Middle Street
                      Portland, ME 04104-5029
                      Tel: (207) 774-1200
                      Fax: (207) 774-1127

                      Matthew Goldfarb, Esq. (for Goldsmith)
                      P.O. Box 15007
                      482 Congress Street
                      Portland, ME 04112-5007
                      Tel: (207) 773-8445
                      Fax: (207) 773-7401
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Jonathan Cohen                 loan                      $42,755
c/o Leonard M. Gulino, Esq.
Bernstein, Shur, Sawyer &
Nelson
100 Middle Street,
P.O. Box 9729
Portland, ME 04104-5029

Ted Goldsmith                  loan                      $28,492
c/o Matthew Goldfarb, Esq.
482 Congress Street,
P.O. Box 15007
Portland, ME 04112-5007

Thomas Tiberii                 loan                      $10,789
31 Exchange Street
Portland, ME 04101


MCJUNKIN RED: Moody's Places Corporate Family Rating at B1
----------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating to
McJunkin Red Man Corporation and downgraded MRM's proposed
$650 million senior secured asset-based revolving credit facility
to Ba3 (LGD3,33%) from Ba1.  In a related action, Moody's
confirmed the B2 (LGD5, 75%) rating to the company's $575 million
senior secured term loan facility (now at McJunkin Red Man Corp),
which concludes the review of the ratings that began in July 2007.

The net proceeds from the upsized asset-based credit facility,
along with a significant equity contribution from existing
shareholders including Goldman Sachs Capital Partners, will be
used to fund the merger between McJunkin Corporation and Red Man
Pipe and Supply Company, repay substantially all of the existing
indebtedness of Red Man, and pay transaction fees and expenses.  
The ratings remain subject to Moody's review of final
documentation.  Once the merger is finalized in the fourth quarter
of 2007, Moody's will withdraw the ratings of McJunkin
Corporation.

The B1 corporate family rating reflects MRM's modest operating
margins typical of distributors, an assumed moderate downturn in
the inherently volatile energy sector, modest tangible asset
coverage, and the potential for acquisitions.  At the same time,
the ratings recognize the company's stable operating margins and
cash flows primarily due to margin based and cost-plus customer
contracts, the countercyclical nature of working capital, and
minimal capital expenditures.  This enables MRM to service debt in
an up or down cycle as well as pursue organic growth
opportunities.  Further, the ratings incorporate Red Man's lower
gross margins and cash flows which are offset by MRM's improved
size, geographic coverage, and diversification across the
upstream, midstream, and downstream sectors. Adequate liquidity
and a balance between centralized and de-centralized management
controls also benefit the ratings.

While the rating action acknowledges the initial equity funding
for the transaction, retaining the B1 corporate family rating will
depend on management delivering on its expected operating
performance during what could well be a period of softness in the
energy sector as well as the ultimate capital structure for the
combined entity when credit markets normalize.  Due to weak
conditions within the credit markets, GSCP has elected to fund a
portion of the Red Man acquisition with additional equity versus
raising incremental debt.  In Moody's opinion, this is not likely
to be permanent equity and, as a result, refinancing risk has been
reflected in the ratings.  Additionally, the ratings are
influenced by GSCP's sponsorship of MRM.  Moody's will continue to
track GSCP's financial, operational, and potential exit
strategies, its impact on debt holders, and whether GSCP will opt
for special dividends from MRM.

The stable outlook reflects Moody's view that key rating factors
are not likely to change over the near term.  Factors that could
negatively impact the ratings include a more severe than assumed
weakening of energy sector fundamentals and a reversal of MRM's
increasing volumes, deterioration in liquidity, a weakening of
working capital metrics, and significant special dividends or
additional debt-financed acquisitions.  However, if the company
sustains its volume levels (which have been driven by increased
capital expenditures in the oil and gas industry, following a wave
of underinvestment and supply/demand imbalances) and achieves
expected cost savings, MRM could improve its credit metrics on a
sustainable basis by maintaining current debt levels.
Specifically, if the company maintains its credit metrics on a
sustainable basis over the next 12 to 18 months, generating
significant free cash flow, and maintaining adequate liquidity,
the ratings would likely improve.

McJunkin Red Man Corporation, headquartered in both Charleston,
West Virginia and Tulsa, Oklahoma, is a relatively large
distributor of pipes, valves, and fittings, serving the major end
markets in the process industry; downstream (petroleum refinery
and chemical processing), midstream (gas distribution &
transmission) and upstream (natural gas and oil exploration and
production).


MEDIRECT LATINO: Inks Standstill Agreement with Shareholders
------------------------------------------------------------
MEDirect Latino Inc. entered into a standstill agreement by and
among Raymond Talarico and Debra L. Towsley, Granite Creek FlexCap
I L.P., a company lender, Ronald G. Williams and TBeck Capital
Inc., and Lyle J. Mortensen.  

The standstill agreement relates to certain pending litigation
among the parties, and is intended to remain in effect from the
date of the standstill agreement through Oct. 7, 2007, unless
earlier terminated upon five days prior written notice by one of
the parties.  

Pursuant to the standstill agreement:

   i. the parties agreed to refrain from taking certain actions
      with respect to the litigation or the other parties,

  ii. the company agreed not to initiate any action with
      respect to a bankruptcy, liquidation or other similar
      proceeding, and

iii. Talarico, Towsley, Granite Creek and the additional
      consenting shareholders each agreed to refrain from
      calling or encouraging others to call a meeting of the
      company’s shareholders or soliciting a written consent of
      the company’s shareholders.  

In addition,

   i. Talarico and Towsley each agreed not to hold himself or
      herself out as officers of the company,

  ii. Mortensen agreed not to hold himself out as a director or
      authorized agent of the company,

iii. Williams agreed not to hold himself out as an authorized
      agent of the company, and

  iv. each of Talarico, Towsley, Mortensen, and Williams agreed
      not to take or attempt to take any action in which any of
      them purports to be an officer or authorized agent of the
      company.  

Talarico and Towsley also agreed to assist the company with
respect to certain bank account and licensing matters.

                      About Medirect Latino

Headquartered in Pompano Beach, Florida, Medirect Latino Inc.
(Pink Sheets: MLTO) -- http://www.medirectlatino.org/ -- is an     
early stage company.  It is a federally licensed, direct-to-
consumer, participating provider of Medicare Part B Benefits
primarily focused on supplying diabetic testing supplies to the
Hispanic Medicare-eligible community domestically and in Puerto
Rico.  The company also distributes 'quality of life' enhancing
products like walking assistance devices, to customers who have
circulatory and mobility related afflictions resulting from
diabetes.  The company also maintains offices in San Juan, Puerto
Rico.

The company was formerly known as Interaxx Digital Tools Inc.,
one of four stand alone companies resulting from a second joint
plan of reorganization filed under Chapter 11 of the bankruptcy
code.  The reorganization was treated as a reverse merger and
subsequently, Interaxx Digital changed its name to Medirect
Latino Inc. as the new operating entity.

                         *     *     *

As reported in the Troubled Company Reporter on May 24, 2007,
Medirect Latino Inc. reported that as of March 31, 2007, it had
$4,135,625 in total assets, $6,892,428 in total liabilities, and
$2,756,803 in total stockholders' deficit.  The company's March 31
balance sheet also showed strained liquidity with total current
assets of $2,971,280 and total current liabilities of $2,142,428.


MERITAGE: Fitch Downgrades Ratings on Eight Note Classes
--------------------------------------------------------
Fitch Ratings has taken these rating actions on three Meritage net
interest margin notes:

Meritage NIM Notes 2005-1:
  -- $1.6 million Class N-1 downgraded to 'C/DR6' from 'BB-',
  -- $1.2 million Class N-2 downgraded to 'C/DR6' from 'B+',
  -- $2.1 million Class N-3 downgraded to 'C/DR6' from 'B'.
Underlying Transaction: Meritage 2005-1

Meritage NIM Notes 2005-2:
  -- $1.9 million Class N-1 downgraded to 'BB' from 'A-';
  -- $3.3 million Class N-2 downgraded to 'B' from 'BBB'.
Underlying Transaction: Meritage 2005-2

Meritage NIM Notes 2005-3:
  -- $4.2 million Class N-1 downgraded to 'C/DR5' from 'BBB';
  -- $2.0 million Class N-2 downgraded to 'C/DR6' from 'BB';
  -- $3.1 million Class N-3 downgraded to 'C/DR6' from 'B+'.
Underlying Transaction: Meritage 2005-3

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.  The
updated assumptions better capture the deteriorating performance
of pools from 2006 and late 2005 with regard to continued poor
loan performance and home price weakness.


MERITAGE: Fitch Junks Ratings on Two Note Classes
-------------------------------------------------
Fitch Ratings has taken these rating actions on one Meritage net
interest margin note:

Meritage NIM Notes 2004-2:
  -- $197,359 Class N-6 downgraded to 'C/DR6' from 'BBB';
  -- $2.9 million Class N-7 downgraded to 'C/DR6' from 'B+'.
Underlying Transaction: Meritage 2004-2

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections.


MERRILL LYNCH: S&P Junks Rating on Class B-2 Certificates
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B-1 and B-2 mortgage loan asset-backed certificates from
Merrill Lynch Mortgage Investors Trust Series 2003-WMC1 and
removed them from CreditWatch with negative implications.  At the
same time, S&P lowered its ratings on classes B-3 and B-4 from
series 2004-WMC3.  Concurrently, S&P affirmed its ratings on the
remaining classes from both deals.
     
The downgrades reflect a reduction in credit enhancement caused by
monthly realized losses, as well as a high amount of severe
delinquencies (90-plus-days, foreclosures, and REOs).  Over the
past six months, monthly realized losses have consistently
outpaced excess interest for both transactions.  During this
period, the average monthly losses were $238,989 for series 2003-
WMC1 and $548,967 for series 2004-WMC3, and excess spread averaged
$25,716 and $172,749, respectively.  Overcollateralization,
originally 50 basis points of each transaction's original pool
balance, has eroded to 11 bps for series 2003-WMC1 and 38 bps for
series 2004-WMC3.
     
Subordination, overcollateralization, and excess spread provide
credit support for these transactions.  The collateral supporting
these transactions consists of 30-year, fixed- or adjustable-rate
mortgage loans secured by first or second liens on one- to four-
family residential properties.


     Ratings Lowered and Removed from Creditwatch Negative

    Merrill Lynch Mortgage Investors Trust Series 2003-WMC1

                                    Rating
                                    ------
                    Class         To      From
                    -----         --      ----
                    B-1           B       A/Watch Neg
                    B-2           CCC     BB/Watch Neg

                       Ratings Lowered

    Merrill Lynch Mortgage Investors Trust Series 2004-WMC3

                                    Rating
                                    ------
                    Class         To      From
                    -----         --      ----
                    B-3           B       BBB-
                    B-4           B-      BB+    

                       Ratings Affirmed

            Merrill Lynch Mortgage Investors Trust

             Series       Class             Rating
             ------       -----             ------
             2003-WMC1    S, M-2            AAA
             2004-WMC3    S                 AAA
             2004-WMC3    M-2               AA
             2004-WMC3    M-3               A+
             2004-WMC3    B-1               A
             2004-WMC3    B-2               BBB+


METROPCS COMMS: Earns $58 Million in Second Quarter Ended June 30
-----------------------------------------------------------------
MetroPCS Communications Inc. reported net income of $58 million
for the second quarter ended June 30, 2007, versus $23 million for
the second quarter of 2006, an increase of 153%.  Diluted net
income per common share for the second quarter of 2007 was
$0.17 per share compared to $0.06 per share for the second quarter
of 2006.

For the second quarter of 2007, MetroPCS reported total revenues
of $551 million, an increase of 50% over the second quarter of
2006.  Income from operations of $132 million was up 144% over the
second quarter of 2006.

"Once again, MetroPCS has continued to execute on its business
plan and produce superior results in the second quarter of 2007,"
said Roger D. Linquist, MetroPCS' chairman of the Board and chief
executive officer.  "We continue to see results in our markets
that demonstrate that the MetroPCS value proposition continues to
gain acceptance.  The additional 155,000 subscribers added during
the quarter and 609,000 added year-to-date have led to our highest
ever quarterly consolidated Adjusted EBITDA, while the reduction
of our operating costs on a per user basis, places us firmly in a
cost leadership position in the industry."

MetroPCS reported a 56% increase in service revenues of
$171 million that was primarily attributable to the net addition
of approximately 1.1 million subscribers since last year's second
quarter and the migration of existing subscribers to higher priced
service plans.  Equipment revenues increased by $12 million, or
19% for the quarter primarily as a result of the sale of higher
priced handsets and higher gross subscriber additions.

Consolidated Adjusted EBITDA of $180 million increased $89 million
when compared to the same period in the previous year.

At June 30, 2007, the company's consolidated balance sheet showed
$5.67 billion in total assets, $3.82 billion in total liabilities,
$1.4 million in options subject to rescission, and $1.84 billion
in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2410

                  About MetroPCS Communications

Dallas-based MetroPCS Communications Inc. (NYSE: PCS) --
http://investor.metropcs.com/-- is a provider of unlimited    
wireless communications service for a flat rate with no signed
contract.  MetroPCS owns or has access to licenses covering a
population of approximately 140 million people in 14 of the top 25
largest metropolitan areas in the United States, including New
York, Philadelphia, Boston, Miami, Orlando, Sarasota, Tampa,
Atlanta, Dallas, Detroit, Las Vegas, Los Angeles, San Francisco
and Sacramento.  Currently, MetroPCS has over 3.5 million
subscribers and offers service in the Miami, Orlando, Sarasota,
Tampa, Atlanta, Dallas, Detroit, San Francisco, and Sacramento
metropolitan areas.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 10, 2007,
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on MetroPCS Communications' Inc.


MILLENNIUM NEW JERSEY: S&P Withdraws 'B-' Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
the 'B-' corporate credit rating, on Millennium New Jersey Holdco
LLC at the company's request.


MORGAN STANLEY: Fitch Holds 'BB+' Rating on $50.5 Million Notes
---------------------------------------------------------------
Fitch Ratings has taken these rating actions on 1 Morgan Stanley
HERD Net Interest Margin note:

HERD LLC 2006-1:
  -- $8.4 million class A affirmed at 'BBB-';
  -- $50.5 million Class B affirmed at 'BB+'.
Underlying Transactions: 20 Morgan Stanley RMBS series, as
follows: 2003-HE3, 2003-NC5, 2003-HE1N, 2003-NC6N, 2004-HE2N,
2004-NC5N, 2004-HE3N, 2004-HE4N, 2004-NC2, 2004-HE6, 2004-HE7,
2004-HE8, 2004-NC6, 2004-NC7, 2004-NC7, 2004-NC8, 2002-NC6, 2003-
HE2, 2003-NC9, 2003-NC10

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.  The
updated assumptions better capture the deteriorating performance
of pools from 2006 and late 2005 with regard to continued poor
loan performance and home price weakness.


N-45 FIRST: S&P Lifts Rating on Class F Bonds to BB- from B
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B, C, D, E, and F commercial mortgage-backed bonds from N-45 First
CMBS Issuer Corp.’s series 2000-2.  Concurrently, S&P affirmed its
'AAA' ratings on classes A and IO from the same transaction.
     
The raised and affirmed ratings reflect increased credit support
due to principal paydowns, as well as credit enhancement that
provides adequate support through various stress scenarios.
     
As of the Sept. 17, 2007, remittance report, the collateral pool
consisted of 22 loans with an aggregate principal balance of $98.6
million, down from 57 loans with a balance of
$251 million at issuance.  The reduced principal balance was due
to amortization and loan payoffs.  The master servicer, GESPA CDPQ
Inc., reported financial information for 100% of the
loans.  Ninety-seven percent of the servicer-reported information
was full-year 2006 or trailing-12-month 2007 data.  Using this
information, Standard & Poor's calculated a weighted average debt
service coverage of 1.69x, up from 1.49x at issuance.  All of the
loans in the pool are current.
     
The top 10 exposures have an aggregate outstanding balance of
$76.9 million (78%).  The weighted average DSC for the top 10
exposures is 1.65x, up from 1.39x at issuance.  Standard & Poor's
received recent property inspection reports provided by the master
servicer for the underlying properties.  The third-largest
exposure, which is secured by five industrial properties in Saint-
Laurent, Quebec, was characterized as "fair," while the rest of
the properties were characterized as "good" or "excellent."
     
As of Sept. 17, 2007, GESPA CDPQ Inc. reported no loans on its
watchlist.  There are no loans with the special servicer, also
GESPA CDPQ Inc.  Standard & Poor's has identified two loans that
exhibit credit concerns, including low DSCs and stale financial
reporting.  The 1304-1314 Sainte-Catherine Ou loan,
with a balance of $1.3 million (1%), is secured by an 18,357-sq.-
ft. retail center in Montreal, Quebec.  This loan reported a DSC
of 1.09x as of year-end 2006.  The second loan, 720 à 750 rue
Stuart Graham S ($3.2 million; 3%), is secured by a 95,766-sq.-ft.
industrial property in Dorval, Quebec.  This loan's last reported
DSC was 1.51x for year-end 2005.
     
The underlying loan collateral for this transaction is located in
four provinces in Canada.  By allocated loan balance, 58% is
located in Quebec, 22% is in Ontario, and 14% is in Nova Scotia.  
The property concentrations are in industrial (39%), office (32%),
and retail (27%) assets.
     
In total, 38% of the pool's principal balance has full or partial
recourse to the borrower and/or guarantor.  The trust has not
suffered any losses to date.
     
Standard & Poor's stressed the loans with credit issues as part of
its pool analysis.  The resultant credit enhancement levels
support the raised and affirmed ratings.
    

                        Ratings Raised
   
                  N-45 First CMBS Issuer Corp.
         Commercial mortgage-backed bonds series 2000-2

                     Rating
                     ------
          Class   To      From     Credit enhancement
          -----   --      ----      ----------------
          B       AAA     AA             32.44%
          C       AAA     A              25.45%
          D       AA      BBB            17.81%
          E       BBB+    BB              8.91%
          F       BB-     B               2.55%
    
                       Ratings Affirmed
    
                  N-45 First CMBS Issuer Corp.
         Commercial mortgage-backed bonds series 2000-2

          Class   Rating           Credit enhancement
          -----   ------            ----------------
          A       AAA                     38.17%
          IO      AAA                      N/A


                     N/A - Not applicable.


NASDAQ STOCK: Earns $56.1 Million in Second Quarter Ended June 30
-----------------------------------------------------------------
The Nasdaq Stock Market Inc. reported second quarter 2007 net
income of $56.1 million, or $0.39 per diluted share, an increase
of $39.5 million from $16.6 million, or $0.13 per diluted share,
in the second quarter of 2006, and an increase of $37.8 million
from $18.3 million, or $0.14 per diluted share, in the first
quarter 2007.

Operating income was $99.0 million for the second quarter of 2007,
an increase of $62.7 million when compared to $36.3 million for
the second quarter of 2006, and up $17.6 million, or 21.6% from
$81.4 million reported in the first quarter of 2007.

Revenues, less liquidity rebates, brokerage, clearance and
exchange fees were $198.7 million in the second quarter of 2007,
an increase of 16.1% from $171.1 million in the year-ago period,
and up 3.4% from $192.1 million reported in the first quarter of
2007.

"In the second quarter of 2007 NASDAQ's core business operated on
all cylinders, reaching record operating earnings on the back of
new product innovation and customer service initiatives.  In
addition, we are pleased with the pace of our integration planning
efforts with our prospective merger partner OMX and are confident
that together we will create the strongest global marketplace and
technology platform," commented Bob Greifeld, president and chief
executive officer of NASDAQ.  "Our ability to capture market share
has grown NASDAQ into the largest single pool of liquidity for
trading cash equities, creating a robust platform for growth.  To
that end, we believe our business is poised to deliver strong
results over the second half of the year through continued product
innovation and diversification."

                           2007 Outlook

NASDAQ expects the following results for the full-year 2007:

  -- net income in the range of $171.0 million to $181.0 million
     for the year.

  -- net exchange revenues in the range of $775.0 million to
     $790.0 million.

  -- total operating expenses in the range of $400.0 million to
     $415.0 million.

"Operating margins for the quarter were 49.8%, demonstrating our
ability to deliver synergies from acquisitions while  
simultaneously introducing innovative customer products and
services," commented NASDAQ's chief financial officer, David
Warren.  "Our focus on operating efficiency is yielding positive
results.  This focus will continue to drive value for our
shareholders as we introduce new services such as our Options and
Portal markets, and strive to complete our planned combination
with OMX."

At June 30, 2007, the company's consolidated balance sheet showed
$4.00 billion in total assets, $2.40 billion in total liabilities,
and $1.60 billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?240a

                       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 Oct. 2, 2007,
Moody's Investors Service withdrew its ratings on The Nasdaq Stock
Market Inc.'s $750 million Six Year Senior Secured Term Loan,
$335 million Six Year Senior Secured Term, and the Five Year
$75 million Senior Secured Revolving Credit Facility.  The credit
facilities have been repaid and terminated.  However, the Ba3
Corporate Family Rating remains on review for upgrade.

As reported in the Troubled Company Reporter on Sept. 24, 2007,
Standard & Poor's Ratings Services placed its ratings on The
Nasdaq Stock Market Inc, including its 'BB' long-term counterparty
credit rating, on CreditWatch Positive, after Nasdaq disclosed
that it is selling the bulk of its investment in the London Stock
Exchange PLC to Borse Dubai, and using the proceeds to pay down
rated term loans.


NASDAQ STOCK: Lenders Raise Debt Commitment to $2.2 Billion
-----------------------------------------------------------
The Nasdaq Stock Market, Inc., Bank of America, N.A. and JPMorgan
Chase Bank, N.A. entered into an amendment to their debt financing
commitment to increase the total amount available under the
commitment to an aggregate amount of up to $2.2 billion consisting
of:

   (i) a $750.0 million term loan facility,

  (ii) a $1.375 billion term loan facility and

(iii) a revolving credit facility of $75.0 million.

The amendment was made as a result of Nasdaq’s announcement on
Sept. 26, 2007 that it had amended its Letter Agreement with Borse
Dubai to increase the cash component of its agreement with Borse
Dubai in connection with Borse Dubai’s offer for OMX AB (publ).

A full-text copy of the terms of the Letter Agreement is available
for free at: http://ResearchArchives.com/t/s?2418

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.

As reported also in the Troubled Company Reporter on
Oct. 2, 2007, Moody's Investors Service withdrew its ratings on
The Nasdaq Stock Market Inc.'s $750 million Six Year Senior
Secured Term Loan, $335 million Six Year Senior Secured Term,
and the Five Year$75 million Senior Secured Revolving Credit
Facility.  The credit facilities have been repaid and
terminated.


NEPHROS INC: Obtains AMEX Notice on Board Member Qualification
--------------------------------------------------------------
Nephros Inc. received on Sept. 27, 2007, a warning letter from the
American Stock Exchange stating that the staff of the Amex Listing
Qualifications Department has determined that Nephros is not in
compliance with Section 121B(2)(c) of the Amex Company Guide,
requiring that at least 50% of the directors of the board of
directors of Nephros are independent directors.

Presently, the board consists of five directors, two of whom are
independent.  As such, Nephros is required to appoint one
additional independent director to regain compliance.  This
deficiency resulted from the reorganization of the coard in
conjunction with the company's recent financing as disclosed in
Nephros' Current Report on Form 8-K filed with the Securities and
Exchange Commission on Sept. 25, 2007.

The AMEX has given Nephros until Dec. 26, 2007, to regain
compliance with the independence requirement.  In setting this
deadline, the AMEX has determined not to apply at this time the
continued listing evaluation and follow-up procedures specified in
Section 1009 of the company Guide.

Nephros intends to fill the vacancy on the board with an
individual who qualifies as an independent director soon as
reasonably possible.  Accordingly, the board has appointed a
committee to review and present candidates for the full board's
consideration.

Until Nephros is officially notified by the AMEX that it has
regained compliance with the AMEX requirement, Nephros' common
stock will trade under the symbol "NEP.BC."

"We thank the American Stock Exchange for its cooperation during
Nephros' current transition,”  Norman J. Barta, chairman and CEO
of Nephros, said.  “The company is confident that we will be able
to meet this listing requirement within the timeframe specified."

                       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.


NETWOLVES CORP: To File Chap. 11 Plan; Reports Fourth Qtr. Results
------------------------------------------------------------------
NetWolves Corporation is in the process of preparing a plan of
reorganization for submission to its creditors and stockholders,
and are using its best efforts to emerge from bankruptcy as
profitable company, Chief Executive Officer and President, Scott
Foote said.

The company also reports its financial and operating results for
the fourth quarter and fiscal year ended June 30, 2007.

For the fourth quarter, the company reported revenue of
$4.1 million.  This represents a decrease of $0.8 million or
approximately 16% compared to $4.9 million during the same period
the prior year.  The company reported a net loss for the fourth
quarter of $1.6 million compared to a net loss of $1.4 million
during the same period in the prior year.

The company's net losses attributable to common shareholders were
$1.7 million or a net loss per share of $0.05, compared to net
losses attributable to common shareholders of $1.7 million in the
same period of the prior year.

For fiscal year 2007, the company reported revenue of
$17.4 million.  This represents a decrease of $4.4 million
compared to $21.8 million in the prior year.  The company reported
a net loss for fiscal year 2007 of $4.0 million compared to a net
loss of $3.7 million during the same period in the prior year.

The company's net losses attributable to common shareholders were
$4.8 million or a net loss per share of $0.14 during fiscal 2007,
compared to net losses attributable to common shareholders of
$4.6 million in the prior year.

“Our fiscal year 2007 was a year of transition and change for our
company,” said Scott Foote, Chief Executive Officer and President.  
“Although we have had our challenges, we believe we are on our way
to stability with a focused strategy based on replicating our
proven success in several areas and safeguarding our limited
capital resources.”

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?23fc

                        About NetWolves

Based in Tampa, Florida, NetWolves Corporation (Pink Sheets: WOLV)
-- http://www.netwolves.com/-- provides telecommunications and    
Internet-managed services to more than 1,000 customers through its
neutral FCC-licensed carrier.  Some of NetWolves' customers
include General Electric, University of Florida, McLane
Company, JoAnn Stores and Marchon Eyewear.

The company and three of its affiliates filed for Chapter 11
protection on May 21, 2007 (Bankr. M.D. Fla. Case Nos. 07-04186
through 07-04196).  David S. Jennis, Esq., at Jennis Bowen &
Brundage, P.L., represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, it listed total assets of $8,847,572 and total
liabilities of $7,637,029.


NEW CENTURY: Fitch Retains Junk Rating on $28 Million Notes
-----------------------------------------------------------
Fitch Ratings has taken this rating action on New Century Finance
Net Interest Margin Trust 1999-1:

  -- $28 million Notes remain at 'C/DR6';
Underlying Transaction: New Century 1997-NC5;

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections.


NEXINNOVATIONS INC: SoftChoice To Buy Product Unit for $10 Million
------------------------------------------------------------------
Softchoice Corporation entered into a purchase and sale
agreement to acquire the products division of NexInnovations
Inc.  This transaction is subject to court approval and normal
regulatory approval.

Under the terms of the agreement, Softchoice is paying $10 million
to acquire the assets associated with the NexInnovations product
business.  This includes customer relationships and records along
with certain assets.

Softchoice will be hiring key employees associated with supporting
these customer relationships.

"This acquisition provides Softchoice with an exceptional
opportunity to add to our enterprise customer base here in
Canada," noted David MacDonald, president and chief executive
officer of Softchoice.  "I am looking forward to forging stronger
and deeper relationships with each of these customers as
we demonstrate the immediate value that Softchoice can bring to
bear in helping them to select, acquire and manage their
information technology resources."

Based on the trailing 12-month gross revenue of about $200 million
attributable to this business, Softchoice estimates that the
transaction will be accretive to its shareholder value in 2008.  
Funding for the transaction will be provided from Softchoice's
current credit facility.

The Troubled Company Reporter said Friday, citing Jeff Jedras of
Canada Technology News, that NexInnovations' workers were told to
stay home early last week as the company ceased its operations.

TechData Canada Corporation, a creditor, verified reports of
NexInnovations' second filing for protection from its creditors
under the Companies' Creditors Arrangement Act.

                        About Softchoice

Softchoice Corporation (Toronto: SO) provides technology products
and services in North America.  It helps businesses and
organizations of all sizes to select, acquire and manage their
software and hardware technology resources.  Softchoice offers a
full range of capabilities, including face-to-face consultations
and IT asset management services designed to help customers save
time, money and risk in IT procurement.  In 2006, Softchoice was
named Software Value Added Reseller of the Year by VAR Business
magazine.  Softchoice currently has 624 employees operating from
more than 30 branch offices located in major cities across the
U.S. and Canada.

                       About NexInnovations

NexInnovations Inc., headquartered in Mississauga, Ontario, --
http://www.nexinnovations.com/-- is one of Canada's leading    
online retailers of computer equipment.  NexInnovations provides
computer hardware and services, including systems integration and
technical support.  It sells and installs equipment and systems
from companies like Cisco, CA plc, IBM, and Microsoft.  
NexInnovations, founded in 1978, was one of Canada's Top 100
Solution Providers, and according to that list, in 2005 the
company reported revenues between $500 million and $550 million.

In August 2006, the company filed for bankruptcy protection under
the CCAA and was granted 30-day period to allow the company time
to restructure due to financial difficulties.


NOMURA HOME: Pay-Down Performace Cues Fitch to Lower Ratings
------------------------------------------------------------
Fitch Ratings has taken these rating actions on 2 Nomura Home
Equity Loan Net Interest Margin Notes:

Nomura NIM Notes, series 2006-FM2:
  -- $8.7 million class N1 downgraded to 'BBB' from 'A-';
  -- $9.7 million class N2 downgraded to 'B' from 'BBB-',
     placed on Rating Watch Negative;
  -- $6.4 million class N3 downgraded to 'C/DR5' from 'BB';
Underlying Transaction: Nomura 2006-FM2

Nomura NIM Notes, series 2006-HE3:
  -- $11.4 million class N1 downgraded to 'BBB' from 'A-';
  -- $4.3 million class N2 downgraded to 'B' from 'BBB- ';
  -- $2.7 million class N3 downgraded to 'B' from 'BB';
Underlying Transaction: Nomura 2006-HE3

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.  The
updated assumptions better capture the deteriorating performance
of pools from 2006 and late 2005 with regard to continued poor
loan performance and home price weakness.


NORTHCORE TECH: June 30 Balance Sheet Upside-Down by CDN$2.2 Mil.
-----------------------------------------------------------------
Northcore Technologies Inc.'s consolidated balance sheet at June
30, 2007, showed CDN$410,000 in total assets, CDN$2.61 million in
total liabilities, and CDN$2.20 million in total shareholders'
deficiency.

The company reported a net loss of CDN$590,000 for the second
quarter ended June 30, 2007, compared to a net loss of CDN$550,000
in the first quarter of 2007.  In the second quarter of 2006,
Northcore reported a net gain of CDN$1.04 million.  This total
included income from discontinued operations of CDN$1.92 million,
resulting from the sale effective June 30, 2006, of the company's
Norway business unit.  

Northcore reported consolidated second quarter revenues of
CDN$285,000, a decrease of 11% from the CDN$322,000 the company
generated in the first quarter of 2007, and an improvement of 68%
over the CDN$170,000 that company produced in the second quarter
of 2006.  Northcore derives its revenues through fees from
application hosting activities provided to customers, the sale of
software licenses, and the delivery of application development,
software customization and other technology services.

"Despite a 6% revenue increase in our North America business unit
over first quarter results, I'm disappointed with our overall
performance in the second quarter, which was hurt by the
strengthening Canadian dollar and a decline in royalty fee
payments from our relationship with ADB Systemer," said Duncan
Copeland, chief executive officer of Northcore Technologies.  "The
North America revenue growth was driven from the services
component of our offerings.  These application development and
software customization projects provide a steadily growing revenue
stream and continued strengthening of our relationships with key
customers such as GE.  Our focus, however, needs to be on product
sales."

Northcore also reported an EBITDA loss in the second quarter of
2007 of CDN$419,000.  This compares to an EBITDA loss of
CDN$368,000 in the first quarter of 2007 and an EBITDA loss of
CDN$607,000 in the second quarter of 2006.

As at June 30, Northcore held cash and cash equivalents of
CDN$44,000, and accounts receivable of approximately CDN$237,000.
   
During the second quarter, the company completed a private
placement, issuing a new Series K subordinated notes with a face
amount of CDN$1.36 million to existing holders of Series G notes.  
In addition, Northcore completed a private placement issuance of
2.99 million common shares in consideration of the CDN$449,000
Series G accrued debt interest.  The company also received
operating loans from a private investor in the amount of
CDN$280,000.

                         Subsequent Event

As reported in the Troubled Company Reporter on Sept 6, 2007,
Northcore Technologies Inc. disclosed that subsequent to the
second quarter of 2007, the company successfully closed its rights
offering to eligible shareholders, generating gross proceeds of
$1.65 million that will be earmarked for working capital purposes.

                       Going Concern Doubt

KPMG LLP, in Toronto, Canada, expressed substantial doubt about
Northcore Technologies Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring losses from
operations and net capital deficiency.

                   About Northcore Technologies

Headquartered in Toronto, Canada, Northcore Technologies Inc.
(TSX: NTI.TO) -- http://www.northcore.com/-- provides core asset    
solutions that help organizations source, manage and sell their
capital equipment.  Northcore works with a growing number of
customers and partners in a variety of sectors including oil and
gas, government, and financial services.  Current customers
include GE Commercial Finance, Paramount Resources and Trilogy
Energy Trust.

Northcore owns a 50 percent interest in GE Asset Manager, a joint
business venture with GE.


NPS PHARMA: Extends $172 Mil. Sr. Notes Offering Until October 17
-----------------------------------------------------------------
NPS Pharmaceuticals Inc. has amended the terms of its cash tender
offer with respect to its outstanding $171.8 million in
aggregate principal amount of 3% convertible notes due 2008,
extending the expiration to midnight New York City time, on
Oct. 17, 2007, from midnight, Eastern Time on Oct. 4, 2007.

Under the amended terms of the tender offer, the company is
offering to purchase any and all of the outstanding convertible
notes at a purchase price, per each $1,000 principal amount of the
convertible notes, equal to $987.50, plus all accrued and unpaid
interest up to the date of payment for the Notes accepted for
payment.
    
On Sept. 6, 2007, NPS Pharmaceuticals has commenced a cash tender
offer for any and all of its outstanding 3% Convertible Notes due
2008.  

NPS Pharmaceuticals is purchasing the notes to reduce outstanding
debt and reduce interest expense.  

The tender offer will be funded from:

   -- the proceeds of the company's completed offering of  
      $50 million aggregate principal amount of
      5.75% convertible notes due Aug. 7, 2014;
   -- a private placement of $100 million of secured
      15.5% Sensipar B Bonds due March 30, 2017, completed by
      its subsidiary; and

   -- a $50 million up-front payment received from Drug Royalty
      L.P.3 as part of the NPS Pharmaceuticals' sale and
      assignment of its right to receive royalty payments on
      sales of PREOTACT(R).

NPS Pharmaceuticals is offering to purchase the notes at a price
of $982.50 for each $1,000 of principal amount of notes tendered,
plus accrued and unpaid interest up to the date the notes are paid
pursuant to the offer.

Payments of the tender consideration for the convertible notes
validly tendered and not withdrawn on or prior to the expiration
date and accepted for purchase will be made promptly after the
expiration date.
    
Jefferies & Company Inc. is acting as dealer manager for the
tender offer for the convertible notes.  Questions regarding the
tender offer may be directed to Jefferies & Company at 800-443-
6605 (U.S. toll.free).
    
D.F. King & Co. Inc. is acting as the Information Agent for the
tender offer for the convertible notes. Requests for documents
related to the tender offers may be directed to D.F. King & Co. at
888-644-5854 (toll.free) or at 212-269-5550.
    
                        About NPS Pharma

Headquartered in Salt Lake City, Utah, NPS Pharmaceuticals Inc.
(NASDAQ:NPSP) -- http://www.npsp.com/-- is a biopharmaceutical  
company focused on the development and commercialization of small
molecule drugs and recombinant proteins. The Company\u2019s
portfolio of approved drugs and product candidates are primarily
for the treatment of bone and mineral disorders, gastrointestinal
disorders and central nervous system disorders.  Its product
portfolio consists of one United States Food and Drug
Administration approved product, another product candidate that
has been granted marketing approval in Europe, and is the subject
of an approvable letter from the FDA in response to a new drug
application NPS Pharmaceuticals, Inc. filed in May 2005, a product
candidate that is the subject of a pivotal Phase III clinical
study, and other product candidates in various stages of clinical
development and preclinical development.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 9, 2007, NPS
Pharmaceuticals Inc. had $149.9 million in total assets,
$375.9 million in total liabilities, and $226 million in total
stockholders' deficit as of June 30, 2007.

The company incurred a net loss for the second quarter of 2007 of
$14.8 million, a 62% reduction from its net loss in the second
quarter of 2006 of $39.3 million.  For the six months ended June
30, 2007, the net loss was $36 million, a 54% reduction from the
same period of the prior year of $77.6 million.  The reduction in
net loss reflects the 2006 and 2007 restructurings which called
for aggressive expense reduction measures.


ODOM EXCAVATION: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Odom Excavation & Paving, Inc.
        P.O. Box 6972
        Siloam Springs, AR 72761

Bankruptcy Case No.: 07-73210

Chapter 11 Petition Date: October 4, 2007

Court: Western District of Arkansas (Fayetteville)

Debtor's Counsel: Stanley V. Bond, Esq.
                  Bond Law Office
                  P.O. Box 1893
                  Fayetteville, AR 72701-1893
                  Tel: (479) 444-0255
                  Fax: (479) 444-7141

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
Signature Bank of Arkansas                             $30,324,716
P.O. Box 8550
Fayetteville, AR 72703

Arvest Bank                                               $629,205
P.O. Box 130
Siloam Springs, AR 72761

CNH Capital                      1994 Caterpillar          $90,000
P.O. Box 2619                    D6H Dozer
Carol Stream, IL 60132-0507
                                 2002 Terex TA25          $120,000
                                 Haul Truck

                                 2006 Terex TXL225         $90,000
                                 Excavator w/ 2006
                                 Kent KF27QT Hammer

Kiewit Southern                                           $102,750

FCC Equipment Financing, Inc.    1997 Caterpillar          $60,000
                                 D5MXL Dozer

Caterpillar Financial            2005 Caterpillar          $36,368
Services                         420D Backhoe

                                 2005 Caterpillar          $22,564
                                 224E Roller

Bright Excavation                                          $41,000

JA Riggs Tractor Company                                   $38,837

Toyota Financial Services        2007 Chevrolet            $35,857
                                 Silverado 2500
                                 Crew Cab

                                 Repossession              $13,554

Gabbert Trucking                                           $24,000

Chyrsler Financial Services      2005 GMC Sierra           $13,747
                                 2500 Extended Cab SLE

Fleener's Tire Service, Inc.                               $12,976

Northwest Arkansas Quarries                                 $9,710

Lamont, Hanley & Assoc., Inc.                               $8,798

Clark Machinery Company                                     $6,172

Receivable Management Services   Collection Agent           $4,643
                                 for Travelers
                                 Insurance Co.


PARK PLACE: Fitch Junks Ratings on Seven NIM Note Classes
---------------------------------------------------------
Fitch Ratings has taken these rating actions on 14 Park Place Net
Interest Margin Notes:

Park Place NIM Notes, Series 2005-WCHN1:
  -- $8.2 million Class B affirmed at 'BBB-';
  -- $4.8 million Class C affirmed at 'BB+';
  -- $6.5 million Class D affirmed at 'B';
Underlying Transaction: Park Place Securities 2005-WCH1

Park Place NIM Notes, Series 2005-WCWN2:
  -- $13.3 million Class A downgraded to 'C/DR5' from 'BB';
  -- $4.8 million Class B downgraded to 'C/DR6' from 'BB-';
  -- $4.2 million Class C downgraded to 'C/DR6' from 'B+';
Underlying Transaction: Park Place Securities 2005-WCW2

Park Place NIM Notes, Series 2005-WHQN1:
  -- $4.3 million Class A affirmed at 'BBB-';
  -- $9.1 million Class B downgraded to 'B' from 'BB+';
  -- $4.6 million Class C downgraded to 'C/DR6' from 'BB-';
Underlying Transaction: Park Place Securities 2005-WHQ1

Park Place NIM Notes, Series 2005-WHQN2:
  -- $7.2 million Class A downgraded to 'C/DR5' from 'BB-';
  -- $10.0 million Class B downgraded to 'AA-' from 'AA'
     (Insured by Radian Guaranty);
Underlying Transaction: Park Place Securities 2005-WHQ2

Park Place NIM Notes, Series 2005-WHQN4:
  -- $8.3 million Class A downgraded to 'B' from 'BB+';
  -- $4.2 million Class B downgraded to 'C/DR6' from 'BB-';
  -- $7.3 million Class C downgraded to 'C/DR6' from 'B+';
Underlying Transaction: Park Place Securities 2005-WHQ4

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.  The
updated assumptions better capture the deteriorating performance
of pools from 2006 and late 2005 with regard to continued poor
loan performance and home price weakness.


PARK PLACE: Fitch Takes Rating Actions on 11 NIM Note Classes
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on 11 Park Place Net
Interest Margin Notes:

Park Place NIM Notes, Series 2004-MCWN1:
  -- $1.9 million Class C affirmed at 'BBB+';
  -- $1.5 million Class D affirmed at 'BBB-';
Underlying Transaction: Park Place Securities 2004-MCW1

Park Place NIM Notes, Series 2004-MHQN1:
  -- $3.6 million Class D affirmed at 'BBB+';
  -- $6.6 million Class E affirmed at 'BBB';
  -- $7.1 million Class F downgraded to 'B' from 'BBB-';
Underlying Transaction: Park Place Securities 2004-MHQ1

Park Place NIM Notes, Series 2004-WCWN2:
  -- $7.1 million Class F affirmed at 'BBB-';
Underlying Transaction: Park Place Securities 2004-WCW2

Park Place NIM Notes, Series 2004-WHQN1:
  -- $5.4 million Class E affirmed at 'BBB';
  -- $4.7 million Class F affirmed at 'BBB-';
Underlying Transaction: Park Place Securities 2004-WHQ1

Park Place NIM Notes, Series 2004-WHQN2:
  -- $1.6 million Class B affirmed at 'BBB';
  -- $13.2 million Class C affirmed at 'BBB-';
Underlying Transaction: Park Place Securities 2004-WHQ2

Park Place NIM Notes, Series 2004-WWFN1:
  -- $1.4 million Class C affirmed at 'BB+';
Underlying Transaction: Park Place Securities 2004-WWF1

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections.


PEOPLE'S CHOICE: Fitch Junks Rating on $800,000 Notes
-----------------------------------------------------
Fitch Ratings has taken these rating actions on People's Choice
Net Interest Margin 2004-1:

  -- $0.8 million notes downgraded to 'C/DR6' from 'BB-';
Underlying Transaction: People Choice Home Loan Securities Trust
2004-1

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections.


RELIANT ENERGY: Gets Final Okay to Use Lenders' Cash Collateral
---------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for
the District of Delaware gave Reliant Energy Channelview LP and
its debtor-affiliates authority, on a final basis, to use Bank of
New York and Teachers Insurance and Annuity Association of
America's cash collateral until January 11, 2008.

The Debtors told the Court that it does not have sufficient
available sources of working capital and financing to carry on the
operation of their business without the use of cash collateral.

The Debtors disclosed that it was liable to BoNY and Teachers
Insurance in aggregate amount, approximately:

   (i) $341.4 million in outstanding principal; and

  (ii) $2.9 million in accrued and upaid interest with respect
       to the outstanding loans under the prepetition credit
       agreement, as of the Debtors' bankruptcy filing.

Under the prepetition credit agreement, the revovling loans
matured on Aug. 15, 2007, and where not satisfied by the Debtors.  
The Debtors' failure to pay the loans constitutes a default under
the agreement.

As adequate protection, the Debtors grant BoNY and Teachers
Insurance replacement liens upon all present and after-acquired
property of the Debtors, including, without limitation, all cash
contained in any account maintained by the Debtors including the
proceeds of all causes of action.

The Debtors will submit with the Court an amended budget that will
extend until the week ending Jan. 11, 2008, but no later than
Nov. 15, 2007.

Based in Houston, Reliant Energy Channelview L.P. owns a power
plant located near Houston, and is an indirect wholly owned
subsidiary of Reliant Energy Inc. -- http://www.reliant.com/--
The company and its three affiliates, Reliant Energy Channelview
(Texas) LLC, Reliant Energy Channelview (Delaware) LLC, and
Reliant Energy Services Channelview LLC filed for chapter 11
protection on Aug. 20, 2007 (Bankr. D. Del. Lead Case No.
07-11160).  Mark D. Collins, Esq., Paul N. Heath, Esq., and Jason
Madron, Esq., at Richards, Layton & Finger, P.A., represent the
Debtors.  Evelyn J. Meltzer, Esq., at Pepper Hamilton LLP,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
total assets of $362,000,000 and total debts of $342,000,000.


RESIDENTIAL ASSET: Fitch Junks Ratings on Three NIM Note Classes
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on the four
Residential Asset Mortgage Products net interest margin  
transactions:

RAMP NIM 2005-NM2 Trust:
  -- $2.2 million class SB downgraded to 'C/DR5' from 'BB-'.
Underlying Transaction: Residential Asset Mortgage Products 2005-
RS4

RAMP 2005-NM4 Trust:
  -- $1.4 million class SB downgraded to 'C/DR5' from 'BB-'.
Underlying Transaction: Residential Asset Mortgage Products 2005-
RS5

RAMP 2005-NM5 Trust:
-- $5.3 million class SB affirmed at 'BBB-'.
Underlying Transaction: Residential Asset Mortgage Products 2005-
RS6

RAMP NIM 2005-NS1 Trust:
  -- $2.2 million class SB1 downgraded to 'C/DR5' from 'BB-'.
Underlying Transaction: Residential Asset Mortgage Products 2005-
RS3

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.  The
updated assumptions better capture the deteriorating performance
of pools from 2006 and late 2005 with regard to continued poor
loan performance and home price weakness.


RH DONNELLEY: Completes Issuance of $1 Bil. Series A-4 Notes
------------------------------------------------------------
R.H. Donnelley Corporation has completed the issuance of
$1 billion aggregate principal amount of its 8.875% series A-4
senior notes due 2017.  The company increased the aggregate
principal amount of the offering to $1 billion of senior notes
from the amount of $650 million.  

As reported in the Troubled Company Reporter on Sept. 20, 2007,
R.H. Donnelley intended to offer $650 million of its series A-4
senior notes to certain institutional investors in an
offering exempt from the registered requirements of the
Securities Act of 1933.

The company offered the senior notes to certain institutional
investors in an offering exempt from the registration requirements
of the Securities Act of 1933.  A portion of the net proceeds from
the issuance of the senior notes were used
to repay the company's credit agreement.

In addition, a portion of the net proceeds was contributed to R.H.
Donnelley Inc., a wholly owned subsidiary of the company, in order
to permit RHDI to repurchase its 10.875% senior subordinated notes
due 2012, which were validly tendered in a tender offer and
consent solicitation by RHDI and represented a majority of the
aggregate principal amount outstanding, and to later repurchase
additional senior subordinated notes that may be validly tendered
prior to the expiration of the tender offer and consent
solicitation and to later redeem any senior subordinated notes not
tendered in the tender offer and consent
solicitation.

The company may use any remaining proceeds for general corporate
purposes.
    
The senior notes were offered to qualified institutional buyers
under Rule 144A and to persons outside the United States under
Regulation S.  

                      About R.H. Donnelley
    
Headquartered in Cary, North Carolina, R.H. Donnelley Corp.,
fka The Dun & Bradstreet Corp., -- http://www.rhdonnelley.com/--  
(NYSE: RHD) publishes and distributes print and online directories
in the U.S.  It offers print directory advertising products, such
as yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2007,
Standard & Poor's Ratings Services affirmed its 'B' rating on R.H.
Donnelley Corp.'s 8.875% senior notes due 2017 after the company's
proposed $500 million add-on.  The notes will be sold privately
under Rule 144A of the Securities Act of 1933, and will include
registration rights.  Proceeds from this issue will be used to
repay portions of Dex Media East Inc.'s and R.H. Donnelley Inc.'s
senior secured debt, and to pay for related fees and expenses.
     
Moody's Investors Service has assigned a B3 rating to R.H.
Donnelley Corporation's proposed $500 million of additional series
A-4 senior notes due 2017, and a Ba1 rating to Dex Media East
LLC's proposed $1.2 billion senior secured credit facilities.   
Moody's also affirmed R.H. Donnelley Corporation's B1 Corporate
Family rating.


RH DONNELLEY: To Offer Add'l $500MM of 8.875% Series A-4 Notes  
--------------------------------------------------------------
R.H. Donnelley Corporation intends to offer an additional
$500 million of its 8.875% series A-4 senior notes due 2017 to
certain institutional investors in an offering exempt from the
registration requirements of the Securities Act of 1933.

A portion of the net proceeds from the offering is expected to be
transferred to Dex Media East LLC, an indirect subsidiary of the
company, in order to allow Dex Media East to repay a portion of
the term loans outstanding under the existing Dex Media East
credit facility.

In order to permit such transfer, the company must obtain the
consent of required lenders holding not less than a majority of
the aggregate amount of the outstanding debt and commitments under
the existing Dex Media East credit facility and obtain fairness
opinions with respect to the indentures governing the outstanding
notes issued by Dex Media East and Dex Media, Inc.

This offering of additional senior notes is conditioned on
obtaining the consent and fairness opinions.
    
In addition, the company intends to contribute a portion of the
net proceeds to R.H. Donnelley Inc., a wholly owned subsidiary of
the company, in order to allow RHDI to repay a portion of the term
loans outstanding under RHDI's credit facility.
    
The senior notes will be offered to qualified institutional buyers
under Rule 144A and to persons outside the United States under
Regulation S.

                      About R.H. Donnelley
    
Headquartered in Cary, North Carolina, R.H. Donnelley Corp.,
fka The Dun & Bradstreet Corp., -- http://www.rhdonnelley.com/--  
(NYSE: RHD) publishes and distributes print and online directories
in the U.S.  It offers print directory advertising products, such
as yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2007,
Standard & Poor's Ratings Services affirmed its 'B' rating on R.H.
Donnelley Corp.'s 8.875% senior notes due 2017 after the company's
proposed $500 million add-on.  The notes will be sold
privately under Rule 144A of the Securities Act of 1933, and will
include registration rights.  Proceeds from this issue will be
used to repay portions of Dex Media East Inc.'s and R.H. Donnelley
Inc.'s senior secured debt, and to pay for related fees and
expenses.
     
Moody's Investors Service has assigned a B3 rating to R.H.
Donnelley Corporation's proposed $500 million of additional series
A-4 senior notes due 2017, and a Ba1 rating to Dex Media East
LLC's proposed $1.2 billion senior secured credit facilities.   
Moody's also affirmed R.H. Donnelley Corporation's B1 Corporate
Family rating.


RHOMBUS MERGER: Prices Tender Offer for Ryerson's 8-1/4% Notes
--------------------------------------------------------------
Rhombus Merger Corporation has priced its tender offer and consent
solicitation for the 8-1/4% Senior Notes due 2011 of Ryerson Inc.
(CUSIP No. 78375PAG2).

As of 5:00 p.m., New York City time, on Oct. 4, 2007, tenders and
consents received from holders of $145.1 million in aggregate
principal amount of the Notes.  Accordingly, the requisite
consents to adopt the proposed amendments to the
indenture governing the Notes have been received.

Subject to the conditions of the Offer being satisfied or waived,
a supplemental indenture effecting the proposed amendments dated
Sept. 21, 2007, will be executed.
    
The total consideration for each $1,000 principal amount of Notes
validly tendered and not withdrawn prior to the Consent Payment
Deadline is $1,080.11, which includes a consent payment of $30 per
$1,000 principal amount of Notes validly tendered and not
withdrawn.

The total consideration was determined by reference to a fixed
spread of 50 basis points over the yield, based on the bid price,
of the 3.375% U.S. Treasury Note due Dec. 15, 2008, which was
calculated at 2:00 p.m., New York City time, on
Oct. 4, 2007. The Reference Yield and the Offer Yield, as such
terms are used in the Offer to Purchase, are 4.062% and 4.562%.
    
The Purchaser's obligation to accept for purchase, and to pay for,
Notes validly tendered pursuant to the Offer is subject to the
satisfaction of certain conditions including:

   1) the consummation of the merger of Purchaser with and into
      Ryerson;

   2) concurrent financing; and

   3) certain other customary conditions.
    
Assuming all conditions to the Offer are satisfied or waived, the
company expects the initial payment date for the Offer to be on or
about Oct. 19, 2007, on which date the company will accept for
purchase all Notes tendered at least one business day prior to
such acceptance date.

Holders of such Notes will receive accrued and unpaid interest on
such Notes up to the initial payment date.  Holders of Notes
validly tendered on or after the initial payment date, but before
the Expiration Date, will receive accrued and unpaid interest on
the Notes up to the final payment date, which is
expected to be on or promptly after the Expiration Date.

The Offer is scheduled to expire at 8:00 a.m., New York City time,
on Oct. 22, 2007 .
    
Holders tendering their Notes after the Consent Payment Deadline
but on or prior to the Expiration Date for the Offer and such
Notes are accepted for purchase will receive the Tender Offer
Consideration, but will not receive the Consent Payment.
    
The complete terms and conditions of the Offer are described in
the Offer to Purchase, copies of which may be obtained by
contacting Global Bondholder Services Corporation, the information
agent for the Offer, at (212) 430-3774 (collect) or (866) 807-2200
(U.S. toll-free).

Banc of America Securities LLC is the exclusive dealer manager and
solicitation agent for the Offer.  Additional information
concerning the Offer may be obtained by contacting Banc of America
Securities LLC, High Yield Special Products, at (704) 388-9217
(collect) or (888) 292-0070 (U.S. toll-free).

                        About Ryerson Inc.

Headquartered in Chicago, Illinois, Ryerson Inc. (NYSE: RYI) --
http://www.ryerson.com/-- is a distributor and processor of   
metals in North America.  The company services customers through a
network of service centers across the United States and in Canada,
Mexico, India, and China.  

                About Rhombus Merger Corporation

Rhombus Merger Corporation is a wholly owned subsidiary of Rhombus
Holding Corporation and is owned by funds controlled by Platinum
Equity.  Rhombus Merger was formed solely for the purpose of
merging with and into Ryerson, which will be the surviving
corporation of the merger and a wholly owned subsidiary of Parent.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 1, 2007,
Moody's Investors Service assigned a B1 corporate family rating to
Rhombus Merger Corporation.  Moody's also assigned a B2 rating to
the company's proposed offering of senior secured notes and an
SGL-2 speculative grade liquidity rating.  The rating outlook is
stable.  

These ratings were assigned to Rhombus Merger Corporation: (1)
corporate family rating – B1; (2) probability of default rating
(PDR) – B1; (3) $150 million of senior secured floating rate notes
due 2014 - B2 (LGD5, 75%); (4) $425  million of senior secured
fixed rate notes due 2015 - B2 (LGD5, 75%); and
(5) speculative grade liquidity rating - SGL-2


RITCHIE (IRELAND): Selling Insurance Policies at a Nov. 9 Auction
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved the procedures proposed by Ritchie Risk-Linked
Strategies Trading (Ireland) Ltd. and Ritchie Risk-Linked
Strategies Trading (Ireland) II, Ltd. for the sale of a
pool of life settlement policies, which constitutes all or
substantially all of their assets.

Public sale of the assets will take place on Nov. 9, 2007.
To participate in the auction, initial overbids must be in
an amount of at least $1 million for any Ritchie I Asset Pool,
$.5 million for any Ritchie II Asset Pool and $3 million for a
bid on all the assets.

Submission of qualified bids ends on Oct. 19, 2007, at 5:00 p.m.
Objections to the sale, if any, are due Nov. 12, 2007.  The Court
will convene a hearing Nov. 14, 2007, at 10:00 a.m. (Eastern
Time),
to consider approval of the sale to the highest bidder/s.

The Debtors sought Houlihan Lokey Howard & Zukin Capital Inc.'s
services in the sale process.

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


RITCHIE (IRELAND): Wants Plan Filing Period Moved to January 16
---------------------------------------------------------------
Ritchie Risk-Linked Strategies Trading (Ireland) Ltd. and Ritchie
Risk-Linked Strategies Trading (Ireland) II, Ltd. ask the U.S.
Bankruptcy Court for the Southern District of New York to
extend their exclusive periods to:

   -- file a plan until January 16, 2008; and

   -- solicit acceptances of that plan until March 17, 2008.

The Debtors' exclusive period to file a plan is set to expire on
October 18, 2007.

The Debtors remind the Court that their bankruptcy cases commenced
only three months ago, and since that time, they have implemented
first day relief, each secured post-petition financing, and have
commenced a process for the sale of a pool of life settlement
policies, which constitutes all or substantially all of their
assets.

According to the Debtors, an extension of their exclusive periods
is both necessary and appropriate to permit them to consummate the
next stage in the administration of their cases.
"[T]he Debtors have done much in these cases in a relatively
short period of time. . . . [n]evertheless, given the complexity
of these cases, much work remains to be done, including completion
of the sale of [the Debtors' insurance] [p]olicies, before [they]
can propose a viable plan," Lewis S. Rosenbloom, Esq., at Dewey
& LeBoeuf LLP says.

The Court is set to consider the request at a hearing on
October 16.  Deadline to object to the extension motion is
October 12.

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


ROBERT WEEDN: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Robert R. Weedn
        617 West Main Street
        Tomball, TX 77375

Bankruptcy Case No.: 07-36955

Chapter 11 Petition Date: October 4, 2007

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: (713) 659-1333
                  Fax: (713) 658-0334

Estimated Assets: Unstated

Estimated Debts:  Unstated

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


RODNEY POCHE: Case Summary & Seven Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Rodney Joseph Poche
        1225 North Berard Street
        Breaux Bridge, LA 70517

Bankruptcy Case No.: 07-51183

Chapter 11 Petition Date: October 2, 2007

Court: Western District of Louisiana (Lafayette/Opelousas)

Debtor's Counsel: D. Patrick Keating, Esq.
                  P.O. Box 490
                  Opelousas, LA 70571
                  Tel: (337) 594-8200
                  Fax: (337) 942-2821

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Seven Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Dixie Huval Poche                                      $150,000
223 Hunters Point Circle
Breaux Bridge, LA 70517

Steven G. Durio                                         $65,000
220 Heymann Boulevard
Lafayette, LA 70503

Cecil Perry Improvements                                $25,000
4714 Cameron Street
Lafayette, LA 70506

GMAC Mortgage                    2006 Chevrolet         $22,000
                                 C2500 extended     
                                 cab with over         ($16,500
                                 45,000 miles          secured)

Carpet Mills Outlet                                     $16,600

Alamo Glass                                              $8,000

Regions Financial                                        $3,100


RURAL/METRO: Gets Nasdaq Regulatory Filing Non-Compliance Notice
----------------------------------------------------------------
Rural/Metro Corporation has received a staff determination letter
indicating the company does not comply with the timely regulatory
filing requirement under Marketplace Rule 4310(c)(14).

The company has delayed filing its Annual Report on Form 10-K for
the 12 months ended June 30, 2007, pending its completion of a
restatement of issued consolidated financial statements and
financial data for each of the fiscal years ended June 30,
2005 and 2006; selected consolidated financial data for each of
the fiscal years ended June 30, 2003 through 2006; and, interim
consolidated financial information for each of the first three
quarters and the related interim periods in the fiscal years ended
June 30, 2006 and 2007.
    
The company will submit a request for a hearing by the NASDAQ
Listing Qualifications Panel to review the staff determination and
consider the company's continued listing.  

Pending a decision from the Panel, Rural/Metro's common stock will
continue to be listed on the NASDAQ Capital Market.
   
                  About Rural/Metro Corporation
   
Headquartered in Scottsdale, Arizona, Rural/Metro Corporation
(Nasdaq:RURL) -- http://www.ruralmetro.com/-- provides emergency  
and non-emergency medical transportation, fire protection, and
other safety services in 23 states and approximately 400
communities throughout the United
States.

                          *     *     *  

As reported in the Troubled Company Reporter on Sept. 21, 2007,
Standard & Poor's Ratings Services revised its outlook on
Rural/Metro Corp. to negative from stable.  S&P also affirmed the
ratings on Rural/Metro, including the 'B' corporate credit
rating.  The outlook revision reflects S&P's increased concern
with the company's limited liquidity.


RYERSON INC: Rhombus Merger Prices Offering of 8-1/4% Sr. Notes
---------------------------------------------------------------
Rhombus Merger Corporation has priced its tender offer and consent
solicitation for the 8-1/4% Senior Notes due 2011 of Ryerson Inc.
(CUSIP No. 78375PAG2).

As of 5:00 p.m., New York City time, on Oct. 4, 2007, tenders and
consents received from holders of $145.1 million in aggregate
principal amount of the Notes.  Accordingly, the requisite
consents to adopt the proposed amendments to the
indenture governing the Notes have been received.

Subject to the conditions of the Offer being satisfied or waived,
a supplemental indenture effecting the proposed amendments dated
Sept. 21, 2007, will be executed.
    
The total consideration for each $1,000 principal amount of Notes
validly tendered and not withdrawn prior to the Consent Payment
Deadline is $1,080.11, which includes a consent payment of $30 per
$1,000 principal amount of Notes validly tendered and not
withdrawn.

The total consideration was determined by reference to a fixed
spread of 50 basis points over the yield, based on the bid price,
of the 3.375% U.S. Treasury Note due Dec. 15, 2008, which was
calculated at 2:00 p.m., New York City time, on
Oct. 4, 2007. The Reference Yield and the Offer Yield, as such
terms are used in the Offer to Purchase, are 4.062% and 4.562%.
    
The Purchaser's obligation to accept for purchase, and to pay for,
Notes validly tendered pursuant to the Offer is subject to the
satisfaction of certain conditions including:

   1) the consummation of the merger of Purchaser with and into
      Ryerson;

   2) concurrent financing; and

   3) certain other customary conditions.
    
Assuming all conditions to the Offer are satisfied or waived, the
company expects the initial payment date for the Offer to be on or
about Oct. 19, 2007, on which date the company will accept for
purchase all Notes tendered at least one business day prior to
such acceptance date.

Holders of such Notes will receive accrued and unpaid interest on
such Notes up to the initial payment date.  Holders of Notes
validly tendered on or after the initial payment date, but before
the Expiration Date, will receive accrued and unpaid interest on
the Notes up to the final payment date, which is
expected to be on or promptly after the Expiration Date.

The Offer is scheduled to expire at 8:00 a.m., New York City time,
on Oct. 22, 2007 .
    
Holders tendering their Notes after the Consent Payment Deadline
but on or prior to the Expiration Date for the Offer and such
Notes are accepted for purchase will receive the Tender Offer
Consideration, but will not receive the Consent Payment.
    
The complete terms and conditions of the Offer are described in
the Offer to Purchase, copies of which may be obtained by
contacting Global Bondholder Services Corporation, the information
agent for the Offer, at (212) 430-3774 (collect) or (866) 807-2200
(U.S. toll-free).

Banc of America Securities LLC is the exclusive dealer manager and
solicitation agent for the Offer.  Additional information
concerning the Offer may be obtained by contacting Banc of America
Securities LLC, High Yield Special Products, at (704) 388-9217
(collect) or (888) 292-0070 (U.S. toll-free).

                About Rhombus Merger Corporation

Rhombus Merger Corporation is a wholly owned subsidiary of Rhombus
Holding Corporation and is owned by funds controlled by Platinum
Equity.  Rhombus Merger was formed solely for the purpose of
merging with and into Ryerson, which will be the surviving
corporation of the merger and a wholly owned subsidiary of Parent.
    
                        About Ryerson Inc.

Headquartered in Chicago, Illinois, Ryerson Inc. (NYSE: RYI) --
http://www.ryerson.com/-- is a distributor and processor of   
metals in North America.  The company services customers through a
network of service centers across the United States and in Canada,
Mexico, India, and China.  

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 28, 2007,
Standard & Poor's Ratings Services affirmed its ratings on
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  
after it has agreed to be acquired by Platinum Equity for around
$2 billion.


SAIL NIM: Pay-Down Performance Prompts Fitch to Lower Ratings
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on five Structured
Asset Investment Loan Trust Net Interest Margin notes:

SAIL NIM Notes, Series 2005-2:
  -- $5.4 million Class B downgraded to 'C/DR6' from 'BBB-';
  -- $10.5 million Class C downgraded to 'C/DR6' from 'BB';
Underlying Transaction: Structured Asset Investment Loan Trust,
Series 2005-2

SAIL NIM Notes, Series 2005-3:
  -- $4.8 million Class A downgraded to 'C/DR6' from 'BBB+';
  -- $16.5 million Class B downgraded to 'C/DR6' from 'BBB-';
  -- $14.0 million Class C downgraded to 'C/DR6' from 'BB';
Underlying Transaction: Structured Asset Investment Loan Trust,
Series 2005-3

SAIL NIM Notes, Series 2005-4:
  -- $5.7 million Class A downgraded to 'C/DR6' from 'BBB+';
  -- $11.2 million Class B downgraded to 'C/DR6' from 'BBB-';
  -- $11.2 million Class C downgraded to 'C/DR6' from 'BB';
Underlying Transaction: Structured Asset Investment Loan Trust,
Series 2005-4

SAIL NIM Notes, Series 2005-5:
  -- $11.5 million Class A downgraded to 'C/DR5' from 'BBB';
  -- $5.6 million Class B downgraded to 'C/DR6' from 'BBB-';
  -- $8.0 million Class C downgraded to 'C/DR6' from 'BB';
Underlying Transaction: Structured Asset Investment Loan Trust,
Series 2005-5

SAIL NIM Notes, Series 2005-6:
  -- $10.6 million Class B downgraded to 'C/DR5' from 'BBB';
  -- $4.8 million Class C downgraded to 'C/DR6' from 'BBB-';
Underlying Transaction: Structured Asset Investment Loan Trust,
Series 2005-6

SAIL NIM Notes, Series 2005-7:
  -- $8.5 million Class A downgraded to 'C/DR5' from 'BBB';
  -- $3.6 million Class B downgraded to 'C/DR6' from 'BBB-';
  -- $3.9 million Class C downgraded to 'C/DR6' from 'BB+';
Underlying Transaction: Structured Asset Investment Loan Trust,
Series 2005-7

SAIL NIM Notes, Series 2005-HE1:
  -- $0.1 million Class A remains at 'A-' and placed on Rating
     Watch Negative;
  -- $9.4 million Class B downgraded to 'C/DR6' from 'BBB';
  -- $2.8 million Class C downgraded to 'C/DR6' from 'BBB-';
Underlying Transaction: Structured Asset Investment Loan Trust,
Series 2005-HE1

SAIL NIM Notes, Series 2005-HE2:
  -- $4.2 million Class A downgraded to 'C/DR5' from 'BBB-';
Underlying Transaction: Structured Asset Investment Loan Trust,
Series 2005-HE2

In addition, the following classes are removed from Rating Watch
Negative:

  -- Series 2005-2: Classes B & C;
  -- Series 2005-3: Classes B & C;
  -- Series 2005-4: Classes A, B & C;
  -- Series 2005-6: Classes B & C;
  -- Series 2005-HE1: Classes B & C

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.  The
updated assumptions better capture the deteriorating performance
of pools from 2006 and late 2005 with regard to continued poor
loan performance and home price weakness.


SAINT GERMAIN: Moody's Reviews Ba3 Ratings on $50 Million Notes
---------------------------------------------------------------
Moody's Investors Service took this rating action on the Capital
Notes Due 2022 (program for issuance of up to $250,000,000 of
Capital Notes) issued by Saint Germain Holdings Ltd:

Issued Series: $10,000,000 Capital Notes, Series 2003-1;
               $40,000,000 Capital Notes, Series 2005-1

       Prior Rating: A2

       Current Rating: Ba3 (on Watchlist for Downgrade)

Moody's also confirmed its Prime-1 rating on SGH Ltd.'s Commercial
Paper Notes program for the issuance of up to
$5 billion of commercial paper.

Moody's rating action on the capital notes program reflects a
deterioration of the market value of SGH Ltd.'s asset portfolio,
rationed access to commercial paper and repurchase market funding
at economically attractive terms, and the potential impact of
realized losses on the capital notes following asset sales.  
Moody's review will focus on the liquidity and valuation of the
remaining portfolio assets supporting the capital notes rating, as
well as an assessment of the likelihood of a liquidation event
that forces mandatory redemption of the capital notes.

Moody's notes that the rating action on the capital notes program
takes into account the current stressful market conditions.  While
the underlying assets of SGH Ltd. remain highly rated, the
unprecedented illiquidity in the market for mortgage- and asset-
backed securities has created a high level of uncertainty around
the valuation of a significant portion of the assets, which makes
it difficult to assess the probability of the manager achieving
certain prices.

In confirming the Prime-1 rating on the commercial paper notes
program, Moody's notes that the transaction structure has
succeeded in providing liquidity and credit support for the
commercial paper notes.  In particular, puts relating to each
asset held allows SGH Ltd. to sell the related asset to a highly-
rated counterparty (currently Natixis Financial Products Inc.; put
contracts are guaranteed by IXIS Corporate & Investment Bank,
rated Aa2/Prime-1) for same-day cash proceeds no less than the
allocable portion of an asset's purchase price funded by
commercial paper notes (based on "line item" capital allocation
which sizes the amount of capital needed for each asset purchase
as a function of a stressed analysis of the historical market
spread volatility of the asset's market sector).

In a significant number of cases where assets have been liquidated
to raise cash and the highest market bids have been lower than the
strike prices of the related puts, SGH Ltd. has exercised the
puts.  Recourse to the put counterparty assures SGH Ltd.
sufficient and timely proceeds to repay the commercial paper notes
with a certainty that is consistent with that implied by a Prime-1
rating.

SGH Ltd. is a special purpose finance company managed by Natixis
Securities North America Inc. that incorporates a number of
structural features common to Structured Investment Vehicles.


SALOMON BROTHERS: Moody's Junks Ratings on Two Cert. Classes
------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class and
affirmed the ratings of 13 classes of Salomon Brothers Commercial
Mortgage Trust 2000-C3, Commercial Mortgage Pass-Through
Certificates, Series 2000-C3 as:

   -- Class A-1, $17,305,984, affirmed at Aaa
   -- Class A-2, $523,600,000, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $43,446,000, affirmed at Aaa
   -- Class C, $36,586,000, affirmed at Aaa
   -- Class D, $13,720,000, affirmed at Aa1
   -- Class E, $13,720,000, affirmed at Aa3
   -- Class F, $13,720,000, upgraded to A3 from Baa1
   -- Class G, $13,720,000, affirmed at Baa3
   -- Class J, $6,860,000, affirmed at Ba3
   -- Class K, $5,716,000, affirmed at B1
   -- Class L, $10,290,000, affirmed at B3
   -- Class M, $4,574,000, affirmed at Caa1
   -- Class N, $3,430,000, affirmed at Caa3

As of the Sept. 18, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 19.4% to $737
million from $914.7 million at securitization.  The certificates
are collateralized by 155 mortgage loans ranging in size from less
than 1% to 4.8% of the pool, with the top 10 loans comprising
35.4% of the pool.  Thirty-one loans, representing 38.9% of the
pool, have defeased and been replaced by U.S. Government
Securities.

Seven loans have been liquidated from the pool, resulting in an
aggregate realized loss of about $14.2 million.  Currently there
are two loans, representing 2.2% of the pool, in special
servicing.  Moody's estimates minimal losses from the specially
serviced loans.  Forty loans, representing about 23.2% of the
pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2006 operating results for
about 93% of the performing loans. Moody's loan to value ratio is
83.5%, compared to 84.1% at Moody's last review in October 2006
and compared to 83.6% at securitization.  Moody's is upgrading
Class F due to increased credit support, stable overall pool
performance and defeasance.

The top three non-defeased conduit loans represent 8.1% of the
outstanding pool balance.  The largest loan is the Jorie Plaza
Loan ($21.5 million - 2.9%), which is secured by two adjacent
office buildings located in Oak Brook, Illinois.  The two
buildings total 190,000 square feet.  The property was 100%
occupied as of December 2006, however a tenant occupying 36% of
the premises vacated at lease expiration in August.  Moody's
analysis is based on a stabilized market occupancy and rent level.  
Moody's LTV is 98.2%, compared to 78.8% at last review.

The second largest loan is the Westland Meadows Loan
($21.2 million - 2.9%), which is secured by a 774-pad manufactured
housing community located about 15 miles southwest of the Detroit
CBD in Westland, Michigan.  Performance has weakened since
securitization due to declines in occupancy and base rent.  The
loan is on the master servicer's watchlist. Moody's LTV is in
excess of 100%, the same as at last review.

The third largest loan is the Friedman Portfolio Loan
($17.2 million - 2.3%), which is secured by three mixed use
(office and retail) properties located in Chicago, Illinois. The
properties total 169,000 square feet and were 75.7% occupied as of
December 2006, compared to 100% at securitization.  Performance
has declined due to lower occupancy and rental levels.  Two of the
properties are on the master servicer's watchlist.  Moody's LTV is
93.8.%, compared to 80.2% at last review.


SEALY CORP: Aug. 26 Balance Sheet Upside-Down by $128.4 Million
---------------------------------------------------------------
Sealy Corporation reported Friday results of operations for its
third quarter ended Aug. 26, 2007.

The company's consolidated balance sheet at Aug. 26, 2007, showed
$1.02 billion in total assets, $1.13 billion in total liabilities,
and $16.2 million in common stock and options subject to
redemption, resulting in a $128.4 million total stockholders'
deficit.

Net income for the third quarter was $21.5 million or $0.22 per
fully diluted share, compared to $29.4 million or $0.30 per fully
diluted share, for the comparable period a year ago.  Third
quarter 2007 net income includes an income tax benefit resulting
from the elimination of federal and state tax exposures due to
expiring statutes of limitations.  The effective tax rate for the
third quarter of 2007 was 19.2% compared to 28.7% in the prior
year.

Net sales for the third quarter ended Aug. 26, 2007, increased
7.5% to $446.4 million from $415.1 million for the comparable
period a year earlier on unit volume growth of 16.9%.  Partially
offsetting this increase was an 8.0% decrease in average unit
selling price.

Third quarter gross profit was $179.9 million, compared to
$185.2 million in the prior year third quarter.  As a percentage
of net sales, gross profit was 40.3% compared to 44.6% in the
third quarter of fiscal 2006.  The decline in gross profit as a
percentage of net sales was driven primarily by the addition of
$9.5 million of flame retardant materials to products in the U.S.,
and product mix changes and pricing actions.  

"During the third quarter we successfully executed on our strategy
to drive unit volume across all portions of the market, secure
real estate with our retailers and increase Sealy's market share
both domestically and internationally while delivering solid cash
flow," said David J. McIlquham, Sealy's chairman and chief
executive officer.  

Net sales for the nine months ended Aug. 26, 2007, increased 6.2%
to $1.26 billion from $1.19 billion million for the comparable
period a year earlier.  Gross profit was $529.7 million, or 42.0%
of net sales, versus $530.5 million, or 44.7% of net sales, for
the comparable period a year earlier.  Net income was
$62.2 million versus net income of $52.5 million for the
comparable period a year ago.

During the third quarter, Sealy reduced its debt by $18.1 million.
Year to date, debt has been reduced by $26.3 million.  As of
Aug.  26, 2007, Sealy's cash and cash equivalent balance was
$14.6 million versus $22.2 million as of Aug. 27, 2006.

During the quarter, under Sealy's previously disclosed share
repurchase program, Sealy purchased 113,100 shares for aggregate
proceeds of $1.7 million.  Since the end of the fiscal quarter, an
additional 529,000 shares were purchased for aggregate proceeds of
$7.7 million as of Oct. 3, 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended Aug. 26, 2007, are available for
free at http://researcharchives.com/t/s?240d

                     About Sealy Corporation

Headquartered in Trinity, North Carolina, Sealy Corporation (NYSE:
ZZ) -- http://www.sealy.com/-- manufactures and markets a broad  
range of mattresses and foundations under the Sealy(R), Sealy
Posturepedic(R), Stearns & Foster(R), and Bassett(R) brands.  
Sealy operates 26 plants in North America.  


SG MORTGAGE: Fitch Lowers Ratings on Two Note Classes
-----------------------------------------------------
Fitch Ratings has taken these rating actions on 1 SG Mortgage
Security Trust Net Interest Margin Notes:

SGMS NIM Notes, 2005-OPT1:
  -- $1.4 million Class I-N downgraded to 'BB' from 'BBB-';
  -- $0.5 million Class II-N-2 affirmed 'BBB';
  -- $1.6 million Class II-N-3 downgraded to 'B' from 'BBB-'.
Underlying Transaction: SG Mortgage Security Trust 2005-OPT1

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.  The
updated assumptions better capture the deteriorating performance
of pools from 2006 and late 2005 with regard to continued poor
loan performance and home price weakness.


SIERRA PACIFIC: Moody's Lifts Corporate Family Rating to Ba1
------------------------------------------------------------
Moody's Investors Service upgraded Sierra Pacific Resources'
Corporate Family Rating to Ba1 from Ba2 and its probability-of-
default rating to Ba2 from Ba3.  At the same time, Moody's also
upgraded all of the instrument ratings of SRP's utility
subsidiaries, which include Nevada Power Company (NPC; senior
secured to Baa3 from Ba1) and Sierra Pacific Power Company (SPPC;
senior secured to Baa3 from Ba1) and all the instrument ratings of
SRP (senior unsecured to Ba3 from B1).

Some Loss Given Default assessments also were changed as a result
of the CFR upgrade.  SRP's Speculative Grade Liquidity Assessment
rating was not under review and is affirmed at SGL-3.  The rating
outlook for SRP, NPC, and SPPC is stable.  These actions conclude
the review for possible upgrade initiated for all three companies
on June 14, 2007.

The upgrade of the CFR for SRP takes into account the stronger
credit metrics achieved over the last couple of years and the
steadily improving regulatory environment for its regulated
utility subsidiaries in Nevada, which should foster greater
predictability for consolidated earnings and cash flow over the
intermediate term as management undertakes a large capital program
to address significant growth in Nevada.  

The upgrade of the CFR also takes into account Moody's
expectations that SRP will prudently balance common equity
issuance with new utility debt to meet external funding
requirements over the next several years.  Nevertheless, SRP's
consolidated credit profile, as reflected in the CFR of Ba1,
remains of speculative grade quality, reflecting the potential for
pressure on key credit metrics over the intermediate term due to
ongoing operating and financial challenges associated with
executing a significant construction program.

The upgrade of the various instrument ratings for SRP, NPC and
SPPC reflects varying degrees of lower expected loss by class of
security within the family driven largely by an improved
probability-of-default rating, which more than offsets varying
degrees of higher loss given default point estimates by class of
security within the family.

Moody's has observed that regulatory decisions for NPC and SPPC
over the past few years have included substantial support for
recovery of deferred energy costs incurred by NPC and SPPC and
provided good opportunities for the utilities to earn reasonable
rates of return on their increasingly larger rate bases.  In
addition, there are several other credit positive factors
incorporated into our rating action.

These include passage of favorable legislation in Nevada which
contains provisions for use of a hybrid test year in future
electric general rate case proceedings; regulatory support for
recovery of past costs related to terminated supply contracts and
other supply costs disallowed at NPC in a 2002 decision by the
PUCN; and a supportive decision in concluding the long-term
financing authority case filed by NPC and SPPC.  The final order
approved by the PUCN granted much of the long-term financing
authority sought by NPC and SPPC and eliminated the PUCN imposed
dividend limitations that previously applied to NPC and SPPC for
several years.

"Moody's believes that SRP and its subsidiaries can generate more
predictable and sustainable profitability over the near to
intermediate term, provided that there is no material reversal in
the level of regulatory support evidenced over the past few years"
said Moody's vice president-senior analyst, Kevin Rose.

The level of support from the PUCN in expected future rate cases
will be among the more heavily weighted factors as we monitor the
credit quality of SRP and its utility subsidiaries during what is
expected to be a heavy construction cycle.  The combined utility
capital program currently includes the potential to spend upwards
of $7.8 billion over the next five years on new generation and
transmission capacity additions, while also maintaining existing
infrastructure.

Prospectively, Moody's has factored into our intermediate term
analysis the likelihood that the spending pressures associated
with the utility capital programs may cause some slippage in key
credit metrics of SRP, NPC, and SPPC, such as the extent to which
cash flow from operations (exclusive of changes in working
capital) covers interest and debt.  However, Moody's believes that
some modest slippage in these metrics should not be cause for
undue concern since these metrics are expected to return to levels
more typically seen for companies at the current rating level
within an acceptable time frame, barring any negative surprises
from the PUCN or material cost overruns during the construction
period.

If regulated investments routinely become part of utility rate
base, the earnings and cash flow generating capabilities for SRP's
utility subsidiaries should help support cash flow from operations
(exclusive of working capital changes) coverage of interest close
to 3x and debt in the low double digit range. These levels are
more typical of what is deemed appropriate for the current rating
levels for the regulated utilities.

The stable rating outlook for SPR, NPC, and SPPC reflects our view
that management will follow a conservative financing strategy and
that the improved relationship between SPR's utility subsidiaries
and the PUCN which has developed over the past couple of years can
be maintained as the companies pursue adequate and timely rate
relief in future regulatory filings that undoubtedly will be
driven by the large planned capital program.  Against this
backdrop, any weakening of credit metrics due to construction
related spending should be relatively short lived and followed by
a return to levels more typical for the current ratings.

Ratings upgraded include:

Sierra Pacific Resources:

   -- Corporate Family Rating: to Ba1 from Ba2

   -- Probability of Default Rating: to Ba2 from Ba3

   -- Issuer Rating: Ba3 from B1

   -- Senior unsecured, to Ba3, LGD5, 82.57% from B1, LGD5, 81%

   -- Multiple seniority shelf (senior unsecured), to (P)Ba3,
      LGD5, 82.57% from (P)B1, LGD5, 81%

   -- Multiple seniority shelf (subordinate), to (P)Ba3, LGD5,
      87.75% from (P)B2, LGD5, 87.75%

Sierra Pacific Resources Capital Trust I:

   -- Preferred securities shelf, to (P)Ba3, LGD5, 87.75% from
      (P)B2, LGD5, 87.75%

Sierra Pacific Resources Capital Trust II:

   -- Preferred securities shelf, to (P)Ba3, LGD5, 87.75% from
      (P)B2, LGD5, 87.75%

Nevada Power Company:

   -- Issuer Rating: to Ba3 from B1

   -- Senior secured revolver, to Baa3, LGD2, 23.07% from Ba1,
      LGD2, 22.5%

   -- Senior secured, to Baa3, LGD2, 23.07% from Ba1, LGD2,
      22.5%

   -- Multiple seniority shelf (senior secured), to (P)Baa3,
      LGD2, 23.07% from (P)Ba1, LGD2, 22.5%

   -- Multiple seniority shelf (preferred stock), to (P)Ba3,
      LGD5, 77.32% from (P)B1, LGD5, 74%

Sierra Pacific Power Company:

   -- Issuer Rating: Ba3 from B1

   -- Senior secured, to Baa3, LGD2, 23.07% from Ba1, LGD2,
      22.5%

   -- Senior secured revolver, to Baa3, LGD2, 23.07% from Ba1,
      LGD2, 22.5%

   -- Multiple seniority shelf (senior secured), to (P)Baa3,
      LGD2, 23.07% from (P)Ba1, LGD2, 22.5%

   -- Multiple seniority shelf (preferred stock), to (P)Ba3,
      LGD5, 77.32% from (P)B1, LGD5, 74%

Ratings affirmed include:

Sierra Pacific Resources:

   -- Speculative Grade Liquidity Assessment Rating at SGL-3.

Sierra Pacific Resources is a holding company whose principal
subsidiaries, Nevada Power Company and Sierra Pacific Power
Company, are electric and electric and gas utilities,
respectively, that operate within the state of Nevada.  Sierra
Pacific Resources' headquarters are in Las Vegas.


SIRIUS SATELLITE: Special Shareholders Meeting Set for Nov. 13
--------------------------------------------------------------
A special meeting of stockholders of Sirius Satellite Radio Inc.
will be held in The Auditorium at The Equitable Center, 787
Seventh Avenue, New York, New York 10019, on Nov. 13, 2007, at
9:00 a.m., local time, for these purposes:

   1. To amend SIRIUS’ certificate of incorporation to increase
      the number of authorized shares of SIRIUS common stock.

   2. To approve the issuance of SIRIUS common stock, par value
      $0.001 per share, and SIRIUS Series A convertible
      preferred stock, par value $0.001 per share, a new series
      of SIRIUS preferred stock, pursuant to the Agreement and
      Plan of Merger, dated as of Feb. 19, 2007, by and among
      Sirius Satellite Radio Inc., Vernon Merger Corporation
      and XM Satellite Radio Holdings Inc., as the same may be
      amended from time to time.

   3. To approve any motion to adjourn or postpone the special
      meeting to a later date or dates, if necessary, to
      solicit additional proxies if there are insufficient
      votes at the time of the special meeting.

   4. To transact such other business as may properly come
      before or any adjournment or postponement of the special
      meeting.

As reported in the Troubled Company Reporter on Feb. 22, 2007,
SIRIUS and XM Satellite Radio disclosed a definitive agreement
under which the companies will be combined in a tax-free, all-
stock merger of equals.  XM stockholders will receive 4.6 shares
of SIRIUS common stock for each share of XM they own.  XM and
SIRIUS stockholders will each own approximately 50% of the
combined company.

The SIRIUS board of directors has set Oct. 2, 2007 as the record
date for the special meeting.  Only holders of record of SIRIUS
common stock at the close of business on Oct. 2, 2007, will be
entitled to notice of and to vote at the special meeting.

The SIRIUS board of directors recommends that you vote FOR the
proposal to amend SIRIUS’ certificate of incorporation to increase
the number of authorized shares of common stock, FOR the proposal
to approve the issuance of SIRIUS common stock and SIRIUS Series A
convertible preferred stock in the merger and FOR the proposal to
approve any motion to adjourn or postpone the special meeting to a
later date or dates if necessary to solicit additional proxies.

                       About XM Satellite

Headquartered in Washington, D.C., XM Satellite Radio Holdings
Inc. -- http://www.xmradio.com/-- parent of XM Satellite Radio   
Inc. (Nasdaq:XMSR), is a satellite radio broadcaster.

                   About SIRIUS Satellite Radio

Based in New York, SIRIUS Satellite Radio Inc. (NASDAQ: SIRI) --
http://www.sirius.com/ -- provides sports radio programming,  
broadcasting play-by-play action of more than 350 pro and college
teams.  SIRIUS features news, talk and play-by-play action from
the NFL, NASCAR, NBA, NHL, Barclays English Premier League soccer,
UEFA Champions League, the Wimbledon Championships and more than
125 colleges, plus live coverage of several of the year's top
thoroughbred horse races.  SIRIUS also features programming from
ESPN Radio and ESPNews.

At June 30, 2007, the company's balance sheet showed a
$539.4 million stockholders' deficit, compared to a
$389.0 million deficit at Dec. 31, 2006.

                          *     *     *

As reported in the Troubled Company Reporter on June 15, 2007,
Standard & Poor's Ratings Services raised its corporate credit
rating on New York-based Sirius Satellite Radio Inc. to 'CCC+'
from 'CCC'.

At the same time, Standard & Poor's assigned its 'B' bank loan
rating and recovery rating of '1' to the company's proposed $250
million senior secured credit facility, indicating the expectation
for very high recovery in the event of a payment default.

As reported in the Troubled Company Reporter on June 14, 2007,
Moody's Investors Service assigned a B1 rating to SIRIUS Satellite
Radio, Inc.'s new $250 million 5.5-year Senior Secured Term Loan
Facility, downgraded its 9 5/8% Senior Notes due 2013 to Caa2 from
Caa1 and downgraded its probability of default rating to Caa1 from
B3.

Additionally, Moody's affirmed SIRIUS' Caa1 corporate family
rating and SGL-2 speculative grade liquidity assessment.  The
outlook remains developing.


SMART MODULAR: Earns $13.2 Million in Fourth Quarter Ended Aug. 31
------------------------------------------------------------------
SMART Modular Technologies (WWH) Inc. reported net income of
$13.2 million, or $0.21 per diluted share, for the fourth quarter
of fiscal 2007, compared to net income of $14.2 million, or $0.22
per diluted share for the third quarter of fiscal 2007, and
$15.7 million, or $0.25 per diluted share for the fourth quarter
of fiscal 2006.  For fiscal year 2007, SMART reported net income
of $55.9 million, or $0.88 per diluted share, compared to
$32.3 million, or $0.55 per diluted share for fiscal year 2006.

Fourth quarter and full fiscal 2007 results also included an
approximately $1.7 million, or approximately $1.0 million, net of
tax, benefit due to the reversal of inventory reserve related to
end-of-life inventory disposed of at cost.  

Net sales for the fourth quarter of fiscal 2007 were
$165.6 million, down 11% compared to $186.5 million for the third
quarter of fiscal 2007, and down 16% compared to $197.0 million
for the fourth quarter of fiscal 2006.  Net sales for the fiscal
year ended Aug. 31, 2007, were $828.4 million, up 17% compared to
$707.4 million for fiscal year 2006.

SMART ended the fourth quarter and fiscal year 2007 with
$144.1 million in cash and cash equivalents, compared to
$114.0 million in cash and cash equivalents at the end of the
third quarter of fiscal 2007.

"The fourth fiscal quarter was a challenging period for the memory
industry," observed Iain MacKenzie, president and chief executive
officer of SMART.  "While our numbers declined from last quarter,
we delivered solid growth in net sales, gross profit, and EPS for
the full fiscal year 2007.

"The majority of our sales are DRAM-related, and our business
model is driven primarily by unit and density growth of DRAM
memory products sold to OEM customers.  The 65% decline in DRAM
average selling prices since the first quarter of fiscal 2007, and
in particular, an entire fourth fiscal quarter of depressed DRAM
ASPs weakened unit and density growth, which in turn negatively
impacted our financial results for the quarter.

"However, some signs that bode well for improved unit and density
growth of SMART products include a trend towards server
virtualization in the enterprise market, in which multiple
applications run on a single physical server, and the continued
growth in computing requirements.

"We continue to work towards diversifying into non-DRAM businesses
by broadening our flash, embedded systems and display product
offerings.  Earlier in the fiscal year, we introduced our
XceedUltra U100 solid state drive product family.  The XceedUltra,
which is the industry's first SSD with a next-generation serial
ATA interface, utilizes our proprietary controller technology to
achieve sustained read speeds of 100MB/s and write speeds of
60MB/s.  More recently, we introduced our XceedLite product line
of SATA SSDs, designed specifically to support OEM demands for an
industrialized version of the secure digital form factor.  Both of
these new product offerings position SMART to capitalize on the
transition occurring in the enterprise, military, medical and
industrial markets as streaming video-on-demand, online
transaction processing, internet search, and other data-intensive
storage applications migrate from hard disk drives.  Our embedded
systems and display products reflect the results of our
diversification efforts, and our focus remains on kiosk, POS and
digital signage applications, where the markets are fragmented,
and where we can best leverage our engineering expertise and
worldwide manufacturing presence.

"We successfully closed fiscal year 2007 as a leader in high-end
OEM-focused memory products.  We believe the foundation of our
success is based on the depth of our engineering design
capabilities, customer-centric service, worldwide supply chain,
manufacturing and logistics, and the breadth of our product
portfolio.  In spite of an increasingly challenging business
environment throughout the fiscal year, we remained disciplined
and focused, generating strong earnings while controlling costs.
As we move into fiscal 2008, we remain steadfast in our objectives
to cost-effectively deliver a diverse portfolio of products and
utilizing our global footprint and technology expertise,"
concluded Mr. MacKenzie.

At Aug. 31, 2007, the company's consolidated balance sheet showed
$453.0 million in total assets, $237.2 million in total
liabilities, and $215.8 million in total stockholders' equity.

                         Business Outlook

For the first quarter of fiscal 2008, SMART estimates net sales
will be in the range of $165 to $175 million, gross profit will be
in the range of $32 to $35 million, and diluted net income per
share will be in the range of $0.17 to $0.18.  SMART currently
expects fiscal 2008 diluted net income will be in the range of
$0.82 to $0.86 per share.

                       About SMART Modular

Fremont, Calif.-based SMART Modular Technologies (WWH) Inc.
(Nasdaq: SMOD) -- http://www.smartm.com/-- is an independent  
designer, manufacturer and supplier of electronic subsystems to
original equipment manufacturers.  SMART offers more than 500
standard and custom products to OEMs engaged in the computer,
industrial, networking, gaming, telecommunications, and embedded
application markets.

                          *     *     *

As reported in the Troubled Company Reporter (Asia) on June 15,
2007, Standard & Poor's Ratings Services raised its corporate
credit rating on SMART Modular Technologies Inc. to 'BB-' from
'B+', and its senior secured second-lien floating rate notes to
'BB-' from 'B'.


SPANISH BROADCASTING: High Leverage Cues Moody's to Cut Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded Spanish Broadcasting System
Inc.'s Corporate Family Rating to B2 from B1.  In addition,
Moody's downgraded Spanish Broadcasting's $350 million first lien
secured credit facility ($25 million secured revolver due 2010,
$325 million first lien secured term loan due 2012) to B2 from B1
and 10 ¾% series B cumulative exchangeable redeemable preferred
stock to Caa1 from B3.  

The downgrade reflects the company's elevated debt to EBITDA
leverage, weaker EBITDA margin and free cash flow to debt ratio
due to start-up losses at MEGA TV.  In addition, the downgrade
also reflects the recent weakness in Spanish Broadcasting's radio
business as well as the overall radio industry.

Ratings/assessments downgraded:

Spanish Broadcasting System Inc.

   -- Corporate family rating -- from B1 to B2

   -- Probability-of default rating -- from B1 to B2

   -- Revolving credit facility due 2010 -- from B1 to B2 (LGD
      3, 47%)

   -- Term loan facility due 2012 -- from B1 to B2 (LGD 3, 47%)

   -- 10 ¾% series B cumulative exchangeable preferred stock --
      from B3 to Caa1 (LGD 6, 99%)

The outlook is stable.

Spanish Broadcasting's ratings reflect the substantial increase in
the company's debt to EBITDA leverage since the launch of MEGA TV
in 2006, recent weakness in the operating performance of its radio
segment, modest scale and significant revenue concentration in the
New York, Los Angeles and Miami markets.

The rating is supported by Spanish Broadcasting's large market
presence, favourable Hispanic demographic and economic trends and
expected above average growth rates for the Hispanic media market
and Moody's expectation that the company's credit metrics will
start to improve over the rating horizon on narrowing losses at
MEGA TV.

Spanish Broadcasting System, Inc., headquartered in Coconut Grove,
Florida, owns and operates 20 radio stations and two television
stations targeting the Hispanic audience.


ST. MARY: Closes $153 Mil. Acquisition Deal with Rockford Energy
----------------------------------------------------------------
St. Mary Land & Exploration Company closed the previously
announced $153 million acquisition of oil and gas properties in
South Texas from Tulsa, Oklahoma-based Rockford Energy Partners II
LLC.  

The acquired properties target natural gas in the Olmos formation.  
The net cash paid at closing was $151 million as a result of
normal and customary closing adjustments to account for activity
between the effective and closing dates.  The acquisition was
funded with cash on hand and borrowings under the company’s
existing credit facility.

“I am pleased to announce the closing of this acquisition.
Together with our existing assets in the area, we now have a
sizable platform from which to grow our business in South Texas,”
commented Tony Best, president and chief executive officer.  “We
continue to work on building our drilling inventory throughout the
company.”

            About St. Mary Land & Exploration Co.

Based in Denver, Colorado, St. Mary Land & Exploration Company
(NYSE:SM) --  http://www.stmaryland.com/-- is an independent oil  
and gas company engaged in the exploration, exploitation,
development, acquisition and production of natural gas and crude
oil.  The company's operations are focused in five core operating
areas in the United States: the Rocky Mountain region, the Mid-
Continent region, the ArkLaTex region, the Permian Basin region
and the Gulf Coast region.

                      *     *     *

In March 2007, Moody's placed the company's long-term corporate
family rating at Ba3 which still holds true to date.  the outlook
is stable.  

In March 2007 also, Standard & Poor's placed the company's long-
term foreign and local issuer credits at BB- which still holds
true to date.


STEEL DYNAMICS: Intends to Market $500 Mil. of Debt Securities
--------------------------------------------------------------
Steel Dynamics Inc. plans to sell approximately $500 million in
aggregate principal amount of debt securities in a transaction
exempt from the registration requirements of the Securities Act of
1933, subject to market and other conditions.

Steel Dynamics intends to use the net proceeds from the sale of
these debt securities to finance a portion of the planned
acquisition of OmniSource Corporation.  

In the event that the company does not consummate the acquisition,
SDI will use the net proceeds to repay indebtedness outstanding
under its revolving credit facility and for other general
corporate purposes.

Headquartered in Fort Wayne, Indiana, Steel Dynamics Inc. (Nasdaq:
STLD) -- http://www.steeldynamics.com/-- produces a broad array  
of high-quality flat-rolled, structural and bar steels at its
three Indiana steel mini-mills and steel-processing operations.


STEEL DYNAMICS: Moody's Rates $500 Mil. Senior Debt at Ba2
----------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Steel Dynamics
Inc's $500 million senior unsecured guaranteed debt issuance.

Proceeds, together with borrowings under the company's amended and
restated bank credit facility will be used to finance the proposed
acquisition of OmniSource, which remains subject to regulatory
approval.  At the same time, Moody's affirmed SDI's Ba1 corporate
family rating, its Ba1 probability of default rating, the Ba2
rating on its existing guaranteed senior unsecured bonds and
debentures and the Ba2 rating on its convertible subordinated
notes.  The rating outlook is stable.

SDI intends to finance roughly half of the acquisition through
common stock, with the remainder through cash on hand and debt. On
a pro forma basis, inclusive of debt at OmniSource (about $210
million net debt at closing), as well as the Techs and OmniSource
acquisitions, SDI's Debt/EBITDA is expected to be in the 1.6x to
1.7x range using Moody's standard adjustments.

OmniSource will be a domestic subsidiary of SDI and provide a
guarantee for SDI's existing unsecured notes.  While Moody's
believes that SDI has sufficient cushion in its credit metrics to
accommodate a transaction of this magnitude without compromising
its credit profile, flexibility for continued debt financed
acquisitions at this rating level is lessened following this
acquisition and The Techs acquisition and the corollary increase
in debt (pro-forma to roughly $1.8 billion from $439 million at
FYE 2006).

Moody's views the acquisition of OmniSource as consistent with
SDI's strategy to increase self sufficiency in ferrous resources,
and believes that OmniSource will benefit SDI by improving both
the availability and cost of raw materials. Additionally, given
OmniSource's complimentary geographic footprint, position as one
of SDI largest scrap suppliers, and the long standing relationship
between the two companies, Moody's does not expect integration
risk to be a major factor.

SDI's Ba1 corporate family rating reflects the company's low cost
mini-mill operating structure, which contributes to its strong
earnings power, its growing production capabilities, and its
improving product mix, which is shifting more toward higher value-
added steel and specialty alloys.  In addition, the robust steel
price environment in recent years has enabled the company to
significantly uptier its performance and fundamentally improve its
financial profile.

Overall, SDI's steelmaking process requires only 0.3 man-hours to
produce a hot band ton in the flat roll division; Moody's believes
that SDI is among the most profitable steel producers in the
United States on a per ton basis.  Given this fundamental
improvement in performance over recent years and SDI's business
strategy, which includes both organic growth and growth by
acquisition, the company has an acceptable cushion at the Ba1
rating level for a more normalized "through the cycle" earnings
scenario.  Additionally, SDI benefits from flexible labor
arrangements, the absence of a defined benefit pension program,
and manageable environmental liabilities.  Factors limiting the
rating include the company's modest size relative to investment
grade steel producers, the secured nature of its credit facility
and the company's acquisition-driven growth strategy.

The stable outlook captures Moody's expectations that SDI will
continue to exhibit solid earnings and cash generation over the
next twelve months reflective of its low cost position and
continued acceptable business environment in key markets served,
commercial construction in particular.  The outlook also
anticipates that given the recent acquisition activity and
increased debt levels, SDI will look to balance cash generation
uses among debt reduction, expansion and share repurchases.
Considering SDI's growth initiatives, and the corollary impact on
spending requirements, Moody's does not see the company sustaining
the financial leverage and coverage ratios appropriate for an
investment grade company.  In addition, the company continues to
have a secured credit facility, recently increased to $750
million, which remains an impediment to achieving an investment
grade rating.

Under Moody's loss given default methodology, the senior unsecured
notes are rated one notch below the corporate family rating
reflective of the level of secured to unsecured debt in the
capital structure and the higher recovery rate that the secured
debt commands. SDI has a $750 million secured revolving credit
facility and a $550 million secured Term Loan A.  Both facilities
are secured by receivables and inventory as well as by a pledge of
shares of wholly-owned subsidiaries capital stock.

Assignments:

Issuer: Steel Dynamics, Inc.

   -- Senior Unsecured Regular Bond/Debenture, Assigned Ba2,
      (LGD 5, 77%)

Moody's previous action for SDI was on Oct. 2, 2007, when its
ratings were affirmed.

Headquartered in Fort Wayne, Indiana, Steel Dynamics had total
consolidated steel shipments of about 4.7 million tons and
generated revenues of $3.2 billion in 2006.  Pro-forma for The
Techs acquisition, 2006 revenues would have been $4 billion.

Based in Fort Wayne, Indiana, OmniSource is a privately owned
scrap processor and distributor that operates 42 facilities in the
United States and Canada.  The company processed
5.7 million tons of ferrous scrap and 800 million pounds of non-
ferrous metals in 2006, generating revenues of about
$2.3 billion.


STEEL DYNAMICS: S&P Rates Proposed $500MM Sr. Notes at BB+
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' senior
unsecured rating to the proposed $500 million senior unsecured
notes due 2012 of Steel Dynamics Inc. (BB+/Stable/--) to be
offered under Rule 144A with registration rights.
     
The notes will be guaranteed by certain Steel Dynamics
subsidiaries and will rank equally with the unsecured liabilities
of the company and its guarantor subsidiaries.  The rating is
based on our expectation that the amount of priority obligations,
including non-guarantor subsidiary liabilities and
borrowings under the company's secured credit facilities, will be
less than 15% of total consolidated tangible assets.
     
Proceeds from the note offering will be used to fund a portion of
the planned acquisition of unrated OmniSource Corp.  Pro forma for
the acquisition, total debt is expected to be in the range of $1.7
billion to $1.8 billion.
     
The ratings on Steel Dynamics reflect its exposure to highly
competitive and cyclical markets, aggressive growth plans that
include significant capital expenditures and acquisitions,
shareholder-friendly initiatives, increased debt burden, and its
somewhat modest size relative to its competitors.  The ratings
also reflect the company's very low cost position, solid credit
protection measures, improved product diversity, conservative
balance sheet, and good industry conditions.

Ratings List
Steel Dynamics Inc.
  Corporate Credit Rating                BB+/Stable/--

New Rating
  $500 mil. sr unscrd notes due 2012     BB+


STRUCTURED ASSET: Fitch Retains Junk Rating on Four Notes
---------------------------------------------------------
Fitch Ratings has taken these rating actions on 3 Structured Asset
Securities Corporation Net Interest Margin notes:

SASCO ARC NIM notes 2002-BC1:
  -- $0.4 million class B remains at 'C' with a Distressed
     Recovery rating of 'DR6';
Underlying Transaction: SASCO series 2002-BC1

SASCO ARC NIM trust 2003-BC1:
  -- $1.1 million class A downgraded to 'C' from 'CC' and DR
     rating revised from 'DR2' to 'DR6';
  -- $5.1 million class B remains at 'C' with a DR rating of
     'DR6';
Underlying Transaction: SASCO 2003-BC1

SASCO NIM notes 2003-BC2:
  -- $0.7 million class N2 remains at 'C' with a DR rating
     revised from 'DR2' to 'DR6';
  -- $3.7 million class N3 remains at 'C' with a DR rating
     revised from 'DR4' to 'DR6';
Underlying Transaction: SASCO series 2003-BC2

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections.


STRUCTURED ASSET: Fitch Retains Junk Ratings on 14 Note Classes
---------------------------------------------------------------
Fitch Ratings has taken rating actions on 20 Structured Asset
Investment Loan Trust Net Interest Margin notes:

SAIL NIM Notes, Series 2003-1:
  -- $9 million class B remains at 'CC/DR4';
Underlying Transaction: Structured Asset Investment Loan Trust
Mortgage Pass-Through Certificates Series 2003-BC1

SAIL NIM Notes, Series 2003-2:
  -- $5.8 million class A remains at 'C' and the Distressed
     Recovery rating is revised to 'DR4' from 'DR3';
  -- $10.8 million class B remains at 'C' and the DR rating is
     revised to 'DR5' from 'DR4';
  -- $12.8 million class C remains at 'C/DR6';
Underlying Transaction: Structured Asset Investment Loan Trust
Mortgage Pass-Through Certificates Series 2003-BC2

SAIL NIM Notes, Series 2003-3:
  -- $1.7 million class A downgraded to 'CCC' from 'B-' and the
     DR rating remains at 'DR2';
  -- $5.3 million class B remains at 'CCC' and the DR rating is
     revised to 'DR4' from 'DR3';
Underlying Transaction: Structured Asset Investment Loan Trust
Mortgage Pass-Through Certificates Series 2003-BC3

SAIL NIM Notes, Series 2003-6:
  -- $0.7 million class A remains at 'B-/DR2';
  -- $2.4 million class B downgraded to 'C' from 'CCC' and the
     DR rating is revised to 'DR6' from 'DR4';
Underlying Transaction: Structured Asset Investment Loan Trust
Mortgage Pass-Through Certificates Series 2003-BC6

SAIL NIM Notes, Series 2003-7:
  -- $2.2 million class A downgraded to 'C' from 'CCC' and the
     DR rating is revised to 'DR6' from 'DR2';
  -- $8.1 million class B downgraded to 'C' from 'CC' and the
     DR rating is revised to 'DR6' from 'DR4';
Underlying Transaction: Structured Asset Investment Loan Trust
Mortgage Pass-Through Certificates Series 2003-BC7

SAIL NIM Notes, Series 2003-8:
  -- $2.7 million class A remains at 'C/DR6';
  -- $8.6 million class B remains at 'C/DR6';
Underlying Transaction: Structured Asset Investment Loan Trust
Mortgage Pass-Through Certificates Series 2003-BC8

SAIL NIM Notes, Series 2003-9:
  -- $1.6 million class A downgraded to 'C' from 'CCC' and the
     DR rating is revised to 'DR6' from 'DR2';
  -- $8.4 million class B downgraded to 'C' from 'CC' and the
     DR rating is revised to 'DR6' from 'DR5';
Underlying Transaction: Structured Asset Investment Loan Trust
Mortgage Pass-Through Certificates Series 2003-BC9

SAIL NIM Notes, Series 2003-10:
  -- $5.8 million class A remains at 'C' and the DR rating
     remains at 'DR5';
  -- $5.3 million class B remains at 'C' and the DR rating
     remains at 'DR6';
  -- $7.3 million class C B remains at 'C' and the DR rating
     remains at 'DR6';
Underlying Transaction: Structured Asset Investment Loan Trust
Mortgage Pass-Through Certificates Series 2003-BC10

SAIL NIM Notes, Series 2003-11:
  -- $11.6 million class B remains at 'C' and the DR rating is
     revised to 'DR6' from 'DR4';
Underlying Transaction: Structured Asset Investment Loan Trust
Mortgage Pass-Through Certificates Series 2003-BC11

SAIL NIM Notes, Series 2003-12:
  -- $0.5 million class A remains at 'C' and the DR rating
     remains at 'DR6';
  -- $7.5 million class B remains at 'C' and the DR rating
     remains at 'DR6';
Underlying Transaction: Structured Asset Investment Loan Trust
Mortgage Pass-Through Certificates Series 2003-BC12

SAIL Net Interest Margin Notes, Series 2004-2:
  -- $4.1 million class A downgraded to 'C' from 'CC' and the
     DR rating is revised to 'DR6' from 'DR3';
  -- $6.4 million class B remains at 'C' and the DR rating is
     revised to 'DR6' from 'DR3'.

SAIL Net Interest Margin Notes Series, 2004-4:
  -- $6.0 million class B remains at 'C' and the DR rating is
     revised to 'DR6' from 'DR4';
Underlying Transaction: Structured Asset Investment Loan Trust,
Series 2004-4


STRUCTURED ASSET: Fitch Takes Rating Actions on 20 NIM Notes
------------------------------------------------------------
Fitch Ratings has taken these rating actions on 20 Structured
Asset Backed Receivables net interest margin notes:

Securitized Asset Backed NIM Trust 2005-HE1:
  -- $2.9 million notes class affirmed at 'BBB-';
Underlying Transaction: Securitized Asset Backed Receivables LLC
Trust 2005-HE1

Securitized Asset Backed NIM Trust 2005-FR2:
  -- $1.9 million notes class affirmed at 'BBB-';
Underlying Transaction: Securitized Asset Backed Receivables LLC
Trust 2005-FR2

Securitized Asset Backed NIM Trust 2005-FR3:
  -- $1.5 million Notes Class downgraded to 'BB' from 'BBB-',
     remains on Rating Watch Negative;
Underlying Transaction: Securitized Asset Backed Receivables LLC
Trust 2005-FR3

Securitized Asset Backed NIM Trust 2005-FR4:
  -- $4.6 million notes class downgraded to 'B' from 'BBB-',
     remains on Rating Watch Negative;
Underlying Transaction: Securitized Asset Backed Receivables LLC
Trust 2005-FR4

Securitized Asset Backed NIM Trust 2005-FR5:
  -- $2.4 million notes class downgraded to 'B' from 'BBB-',
     remains on Rating Watch Negative;
Underlying Transaction: Securitized Asset Backed Receivables LLC
Trust 2005-FR5

Securitized Asset Backed NIM Trust 2006-KS8:
  -- $10.9 million class N1 downgraded to 'BB' from 'BBB-';
Underlying Transaction: Residential Asset Securities Corporation
2006-KS8

Securitized Asset Backed NIM Trust 2006-KS9:
  -- $25.7 million class N1 downgraded to 'BB' from 'BBB-';
Underlying Transaction: Residential Asset Securities Corporation
2006-KS9

Securitized Asset Backed NIM Trust 2006-HE1:
  -- $14 million notes class downgraded to 'C/DR4' from 'BB';.
Underlying Transaction: Securitized Asset Backed Receivables LLC
Trust 2006-HE1

Securitized Asset Backed NIM Trust 2006-HE2:
  -- $17.5 million notes class downgraded to 'B' from 'BBB-';
Underlying Transaction: Securitized Asset Backed Receivables LLC
Trust 2006-HE2

Securitized Asset Backed NIM Trust 2006-NC2:
  -- $8.1 million notes class downgraded to 'C/DR5' from 'BB'.
Underlying Transaction: Securitized Asset Backed Receivables LLC
Trust 2006-NC2

Securitized Asset Backed NIM Trust 2006-NC3:
  -- $7 million notes class downgraded to 'B' from 'BBB-';
Underlying Transaction: Securitized Asset Backed Receivables LLC
Trust 2006-NC3

Securitized Asset Backed NIM Trust 2006-WM1:
  -- $6 million class A downgraded to 'C/DR6' from 'BB'.
Underlying Transaction: Securitized Asset Backed Receivables LLC
Trust 2006-WM1

Securitized Asset Backed NIM Trust 2006-WM2:
  -- $23 million class N1 downgraded to 'C/DR5' from 'BBB-'.
Underlying Transaction: Securitized Asset Backed Receivables LLC
Trust 2006-WM2

Securitized Asset Backed NIM Trust 2006-WM3:
  -- $23.8 million class N1 downgraded to 'CC/DR4' from 'BBB-'.
Underlying Transaction: Securitized Asset Backed Receivables LLC
Trust 2006-WM3

Securitized Asset Backed NIM Trust 2006-WM4:
  -- $29 million Class N1 downgraded to 'CC/DR4' from 'BBB-'.
Underlying Transaction: Securitized Asset Backed Receivables LLC
Trust 2006-WM4

Securitized Asset Backed NIM Trust 2006-FR1:
  -- $9.6 million Notes Class downgraded to 'B' from 'BB';
Underlying Transaction: Securitized Asset Backed Receivables LLC
Trust 2006-FR1

Securitized Asset Backed NIM Trust 2006-FR2:
  -- $6.4 million Notes Class downgraded to 'C/DR6' from 'BB'.
Underlying Transaction: Securitized Asset Backed Receivables LLC
Trust 2006-FR2

Securitized Asset Backed NIM Trust 2006-FR3:
  -- $16.6 million Notes Class downgraded to 'C/DR6' from 'BB+'.
Underlying Transaction: Securitized Asset Backed Receivables LLC
Trust 2006-FR3

Securitized Asset Backed NIM Trust 2006-FR4:
  -- $17.5 million Notes Class downgraded to 'B' from 'BBB-';
placed on Rating Watch Negative.
Underlying Transaction: Securitized Asset Backed Receivables LLC
Trust 2006-FR4

Securitized Asset Backed NIM Trust 2006-WF3:
  -- $19.3 million Class A affirmed at 'BBB-';
Underlying Transaction: Securitized Asset Backed Receivables LLC
Trust 2006-WF3

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.  The
updated assumptions better capture the deteriorating performance
of pools from 2006 and late 2005 with regard to continued poor
loan performance and home price weakness.


STRUCTURED ASSET: Fitch Takes Rating Actions on 23 NIM Notes
------------------------------------------------------------
Fitch Ratings has taken these rating actions on 23 Structured
Asset Securities Corporations Net Interest Margin notes:

SASCO NIM notes series 2005-WF2:
  -- $0.6 million class B downgraded to 'B' from 'BBB-';
Underlying Transaction: SASCO 2005-WF2

SASCO NIM notes series 2005-WF4:
  -- $14.4 million class A affirmed at 'BBB-';
  -- $5.8 million class B affirmed at 'BB-';
Underlying transaction: SASCO 2005-WF4

SASCO ARC NIM trust 2005-NC1
  -- $2.5 million class B downgraded to 'C' from 'BBB-' and
     assigned a Distressed Recovery rating of 'DR6' and removed
     from Rating Watch Negative;
Underlying Transaction: SASCO 2005-NC1

SASCO ARC NIM trust 2005-NC2
  -- $0.4 million class A downgraded to 'B' from 'BBB';
  -- $2.6 million class B downgraded to 'C' from 'BBB-' and
     assigned a DR rating of 'DR6';
Underlying Transaction: SASCO 2005-NC2

SASCO NIM notes, series 2005-S2
  -- $5.2 million class A remains at 'C' with a DR rating of
     'DR6';
  -- $3.1 million class B remains at 'C' with a DR rating of
     'DR6';
Underlying Transaction: SASCO 2005-S2

SASCO NIM notes, series 2005-S6
  -- $17.5 million class A remains at 'C' with DR rating
     revised from of 'DR4' to 'DR6';
  -- $0.5 million class B remains at 'C' with a DR rating
     revised from of 'DR4' to 'DR6';
Underlying Transaction: SASCO 2005-S6

SASCO NIM notes, series 2006-BC3
  -- $26.3 million class A downgraded to 'BB' from 'BBB-' and
     placed on Rating Watch Negative;
  -- $6.1 million class B downgraded to 'C' from 'BB' and
     assigned a DR rating of 'DR5';
Underlying Transaction: SASCO 2006-BC3

SASCO NIM notes, series 2006-BC4
  -- $30.6 million class A rated 'BBB-', placed on Rating Watch
     Negative;
  -- $7.5 million class B downgraded to 'B' from 'BB';
Underlying Transaction: SASCO 2006-BC4

SASCO NIM notes, series 2006-BC5
  -- $13.7 million class A affirmed at 'BBB-';
  -- $3.8 million class B downgraded to 'B' from 'BB';
Underlying Transaction: SASCO 2006-BC5

SASCO NIM notes, series 2006-WF3
  -- $24.1 million class A affirmed at 'BBB-';
  -- $4.8 million class B affirmed at 'BB';
Underlying Transaction: SASCO 2006-WF3

In addition, the class B of series 2005-NC1 is removed from Rating
Watch Negative.

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.  The
updated assumptions better capture the deteriorating performance
of pools from 2006 and late 2005 with regard to continued poor
loan performance and home price weakness.


TELESAT CANADA: Moody's Places Corporate Family Rating at B2
------------------------------------------------------------
Moody's Investors Service rated Telesat Canada's new
$2.2 billion senior secured credit facilities B1 while
concurrently assigning the company a B2 corporate family rating.  
The ratings outlook is stable.

Assignments:

Issuer: Telesat Canada

   -- Corporate Family Rating, Assigned B2

   -- Senior Secured Bank Credit Facility, Assigned B1 (LGD3,
      32)

   -- Outlook: Stable

Telesat's B2 corporate family rating reflects aggressive financial
leverage that is expected to persist for at least two years, and
will likely persist longer than that.  Moody's interprets near
term TD/EBITDA as being in the high 7x range (pro forma for the
annualization of new income streams and all synergy benefits
expected by the company) and expects leverage to expand (but not
exceed 8x) as: a) capital expenditures for three new satellites
are completed; and b) the costs of integrating two companies'
operations, combine to create funding deficits.

Only subsequent to the planned commissioning of the new satellites
in 2008/2009 does the company have the ability to reduce leverage.  
This comes from two sources: i) the incremental cash flow
generated by the new satellites, two of which have their broadcast
capacity fully contracted; and ii) a potential dramatic post-2008
reduction in capital spending that could allow cash flow to be
available for debt reduction.

Whether de-leveraging occurs is uncertain and depends upon
management discretion to eschew both growth and shareholder
returns.  It being noted that the terms of the credit facilities
limit future capital expenditures and cash returns to
shareholders, given that the global satellite business continues
to exhibit favorable market development opportunities, and given
rapidly evolving technology and applications, it is very likely
that management will be predisposed to re-invest cash flow in
additional satellite broadcast capability so as to be in a
position to exploit market development opportunities prior to
global growth rates slowing as the market matures.  There is also
a longer term imperative to provide returns to shareholders.  
Accordingly, Moody's does not expect to observe significant de-
leveraging.

Telesat has a strong operating profile featuring a relatively
young satellite fleet with attractive remaining service life
characteristics.  As well, an industry-leading proportion of
revenue is contracted for, with many satellites being fully booked
for their estimated remaining service durations (including both of
the satellites under construction).

This significant CDN$5.4 billion revenue backlog generates very
good revenue and earnings visibility to a cash flow stream that is
inherently stable (absent event risk related to individual
satellites), providing two very favorable rating factors. Further,
given the scale advantages for terrestrial operations in the
satellite business, synergies are more likely to be realized than
would otherwise be the case.  In the context of a business that
features inherent event risks (for all competitors), and noting
integration risks (it being noted that any lack of success will
retard cash flow growth), Moody's otherwise has good confidence
concerning estimates of future cash flow from operations, .

Telesat will have both secured and unsecured credit facilities
that, in both cases, will benefit from a comprehensive system of
upstream guarantees from subsidiaries.  With about two-thirds of
debt secured, notching up from the CFR is limited to one notch,
and the secured facilities are rated B1.  Unsecured debt is to be
comprised of a $910 million temporary bridge loan facility that is
unrated.  Permanent financing by way of an unsecured bond issue is
expected to replace the bridge loan.

In aggregate, the key items likely to influence Telesat's business
and financial profile are not likely to vary over the near-to-mid
term.  Moody's therefore expects the company's business and
financial profile to be stable, with the consequence that the
ratings outlook is stable.

Headquartered in Ottawa, Ontario, Canada, Telesat Canada will be
the world's fourth largest provider of fixed satellite services,
one of only three companies operating on a global basis.


TENET HEALTHCARE: Unit Sells Hospital to Tariq Mahmood for $2 Mil.
------------------------------------------------------------------
Tenet Healthcare Corporation reported that a company subsidiary
has signed a definitive agreement to sell Shelby Regional Medical
Center, a 54-bed acute care hospital located in Center, Texas, to
Shelby Medical Holdings, LLC, a newly formed company owned by
Tariq Mahmood, M.D.  Pre-tax proceeds are expected to be about
$2 million.  Tenet expects to use the proceeds for general
corporate purposes.

Dr. Mahmood is an accomplished hospital owner and operator with
more than 10 years of experience running rural hospitals.  His
companies operate three hospitals in central Texas: 44-bed Central
Texas Hospital in Cameron, 49-bed Lake Whitney Medical Center in
Whitney, and 18-bed Community General Hospital in Dilley.  Dr.
Mahmood is an internist and has been practicing medicine in Texas
for more than 20 years.

For almost two years, Tenet officials in Texas have worked closely
with leaders in Center and Shelby County, Texas, to develop
solutions for the continuation of health care services in that
community.  Tenet officials, together with community leaders, have
sought ways to keep the hospital open in spite of a challenging
environment that includes difficulty in attracting and retaining
physicians, the rising number of uninsured and underinsured
patients, and increased operating costs.

Recently, the hospital has been running an average daily census of
five patients. Dr. Mahmood has the ability to provide additional
physicians to the area, and he has the requisite experience and
access to capital to complete the transaction and sustain the
hospital’s operations.

Under the agreement, Shelby Medical Holdings has committed to
offer employment to substantially all current employees who are in
good standing.  The transaction is subject to customary regulatory
approvals.  The sale is expected to be completed by Nov. 30, 2007.

Tenet acquired Memorial Hospital of Center on Oct. 1, 2000 in a
bankruptcy proceeding, and then changed its name to Shelby
Regional Medical Center.  At that time, the hospital was purchased
for $2.7 million from New American Healthcare Corp.

                   About Tenet Healthcare

Based in Dallas, Texas, Tenet Healthcare Corporation (NYSE:THC) --
http://www.tenethealth.com/--  is engaged in the provision of  
healthcare services, primarily through the operation of general
hospitals.  All of the company’s operations are conducted through
its subsidiaries.  At Dec. 31, 2006, Tenet’s subsidiaries operated
64 general hospitals (including seven hospitals not yet divested
at that date), a cancer hospital and two critical access
hospitals, with a combined total of 16,310 licensed beds serving
urban and rural communities in 12 states. Of those general
hospitals, 53 were owned by the company’s subsidiaries and 11 were
owned by third parties and leased by Tenet’s subsidiaries
(including one facility it owned located on land leased from a
third party).

                        *     *     *

In September 2006, Moody's placed the company's corporate family
rating and probability of default rating at B3, bank loan debt
rating at Ba3, and senior unsecured debt rating at Caa1.  These
ratings still hold true to date.  The outlook is stable.

In March 2004, Standard & Poor's placed the company's long-term
foreign and local issuer credits at B which still holds true to
date.  The outlook is stable.

In September 2006, Fitch also placed the company's long-term
issuer default rating and senior unsecured debt rating at B-, and
bank loan debt rating at BB-.  These ratings still hold true to
date.  The outlook is stable.


TIME WARNER: Moody's Holds B2 Corporate Family Rating
-----------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
of Time Warner Telecom Inc. and changed the rating outlook to
positive, from stable.  At the same time, Moody's also affirmed
the existing debt ratings at TWTC and its subsidiary, Time Warner
Telecom Holdings Inc.  

The rating action was taken as a result of TWTC's improving
operating performance, including strong organic revenue growth and
the progress in the ongoing integration of Xspedius
Communications.

Moody's has taken these rating actions:

At Time Warner Telecom Inc.:

   -- Corporate family rating -- Affirmed B2

   -- Probability of Default Rating -- Affirmed B2

   -- Convertible senior notes due 2026 -- Affirmed Caa1, LGD 5
      -- 89%

   -- Speculative grade liquidity rating -- Affirmed SGL-1

At Time Warner Telecom Holdings Inc.:

   -- Sr. Secured Revolver due 2011 -- Affirmed Ba2, LGD 2 --
      20%

   -- Sr. Secured Term Loan B due 2013 -- Affirmed Ba2, LGD 2
      -- 20%

   -- Senior 9.25% Notes due 2014 -- Affirmed B3, LGD 4 -- 64%

The ratings outlook changed to positive, from stable.

TWTC's B2 corporate family rating reflects the company's
relatively high leverage of 4.5x (Debt/EBITDA for LTM 2Q 2007,
using Moody's standard analytic adjustments), the lack of free
cash flow generation, partly due to the company's high capital
expenditures that are incumbent with its business model to
physically connect major customers to its metro fiber networks,
and the company's challenging competitive position as a
competitive local exchange carrier.  The rating benefits from
TWT's increasing operating scale following the acquisition of
Xspedius, which also expanded the Company's network footprint to
75 major markets in the U.S.

The positive outlook considers TWTC's strong operating
performance, driven by the revenue growth in the core Enterprise
segment, which increased 19% year over year in the most recent
quarter, and the progress in the ongoing integration of Xspedius.

Time Warner Telecom Inc., headquartered in Littleton, CO, provides
data, dedicated Internet access, and local and long distance voice
services to business customers and organizations in 75
metropolitan markets in the United States.


TOPSS MEAT: Ends Operations After 67 Years
------------------------------------------
Topps Meat Company LLC said it is forced to close its Elizabeth
plant and go out of business effective Oct. 5, 2007, due to the
economic impact of the second-largest beef recall in U.S. history
involving more than 21.7 million pounds of ground beef products.

"This is tragic for all concerned," said Anthony D'Urso, Chief
Operating Officer.  "In one week we have gone from the largest
U.S. manufacturer of frozen hamburgers to a company that cannot
overcome the economic reality of a recall this large. We sincerely
regret the impact this will have on our employees, our customers
and suppliers, and the community.  Most of all, we regret that our
products have been linked by public health agencies to recently
reported illnesses.  We hope and pray for the full recovery of
those individuals."

A small number of the 87 employees will remain at the Elizabeth
plant for an indefinite time to assist the USDA in its ongoing
investigation and to handle administrative matters, including
ensuring the effectiveness of the recall.

"We want to thank our loyal employees and customers who have
supported us throughout the 67 years in which Topps Meat has been
in business," D'Urso said.  "Topps has always prided itself on
providing the utmost quality and safety and never had a recall
in our history until now.  This has been a shocking and sobering
experience for everyone."

                        About Topps Meat

Topps Meat Company -- http://www.toppsmeat.com/-- manufactures  
and supplys branded frozen hamburgers and other portion controlled
meat for supermarkets and merchandisers.


TRIAXX FUNDING: Fitch Cuts Ratings and Puts on Negative Watch
-------------------------------------------------------------
Fitch has downgraded and placed on Rating Watch Negative three
classes of notes from Triaxx Funding High Grade I, Ltd.  These
rating actions are effective immediately:

  -- $41,000,000 class B-2 mezzanine floating-rate notes
     downgraded to 'AA' from 'AAA' and placed on Rating Watch
     Negative;
  -- $149,375,000 class C mezzanine floating-rate deferrable
     interest notes downgraded to 'BB' from 'A' and remain on
     Rating Watch Negative;
  -- $8,000,000 class D mezzanine floating-rate deferrable
     interest notes downgraded to 'B' from 'BBB' and remain on
     Rating Watch Negative.

The ratings of the class B-2 notes reflect the likelihood that
investors will receive periodic interest payments through the
redemption date as well as their respective stated principal
balances.  The ratings of the classes C and D notes only reflect
the likelihood that investors will ultimately receive their
interest and principal balances by the legal final maturity date.

Triaxx Funding High Grade I Ltd. invests in 'AAA' rated
residential mortgage backed securities assets using proceeds
raised by issuing notes and equity and using repo funding.  The
credit quality of the underlying assets has remained stable but
the manager has deleveraged the structure and realized some
losses.  The junior classes (classes C and D) were downgraded due
to reduction in credit enhancement from realized losses and drop
in market value of underlying assets.

Class B-2 notes have low risk, but continued decline in prices has
increased the vulnerability of these notes if the transaction is
forced to liquidate.  The notes have been placed on Rating Watch
Negative due to concerns about continued availability of senior
funding with terms similar to the repo funding currently in place.


UAP HOLDING: Paying $0.225/Share Quarterly Dividend on December 3
-----------------------------------------------------------------
UAP Holding Corp.'s board of directors declared a quarterly
dividend payment, at the rate of $0.225 per share, payable on Dec.
3, 2007, to stockholders of record as of the close of business on
Nov. 15, 2007.
    
UAP Holding Corp. (Nasdaq: UAPH) -- http://www.uap.com/-- is the  
holding company of United Agri Products, Inc., the largest
independent distributor of agricultural inputs and professional
non-crop products in the United States and Canada.  United Agri
Products Inc. markets a comprehensive line of products, including
chemicals, fertilizer, and seed to farmers, commercial growers,
and regional dealers.  United Agri Products also provides a broad
array of value-added services, including crop management,
biotechnology advisory services, custom fertilizer blending, seed
treatment, inventory management, and custom applications of crop
inputs.  United Agri Products operates a comprehensive network of
approximately 370 distribution and storage facilities and three
formulation plants, strategically located in major crop-producing
areas throughout the United States and Canada.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 10, 2007,
Standard & Poor's Ratings Services raised its corporate credit
rating UAP Holding Corp. to 'BB-' from 'B+'.  The outlook is
stable.


UNIVERSAL FOOD: Court OKs Procedures for Sale of Georgia Assets
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
approved the procedures proposed by Universal Food & Beverage
Company for the sale of its manufacturing facility commonly known
as Universal Food and Beverage Company located at 11 Artley Road,
Savannah, Georgia, including:

   a) real property consisting of a manufacturing facility of
      a total of approximately 125,000 square feet on 14.5
      acres and

   b) personal property assets consisting of all of the non-
      leased machinery, equipment, rolling stock, furniture,
      fixtures, computers, dies, moulds, jigs and other
      personal property located at the Manufacturing Facility.

The auction sale for the Georgia Assets will be on Oct. 25, 2007,
at 9:00 a.m. CST.  A stalking horse bid of $6,556,500 has been
made for the Georgia assets.

The deadline for interested parties to make competing offers to
purchase the Georgia assets in accordance with terms and
conditions approved by the Bankruptcy Court is Oct. 22, 2007, at
5:00 p.m. CST.

For information regarding the sale of these assets, contact
attorney Konstantinos Armiros with Arnstein & Lehr LLP at (312)
876-6664 or Howard R. Korenthal, chief restructuring officer with
MorrisAnderson & Associates at (312) 254-0895.

Universal Food & Beverage Company, Inc., manufactures and markets
food and beverage products.  The Debtor and its debtor-affiliates
in Georgia and Virginia filed for Chapter 11 petitions on Aug. 31,
2007 (Bankr. N.D. Ill. Lead Case No. 07-15955).  When they filed
for protection from their creditors, the Debtors disclosed
$0 assets but an aggregate of more than $20 million in debts.


VIGIL LOCATING: Unit Submits Notice of Intention of a Proposal
--------------------------------------------------------------
Vigil Locating Systems Corporation's wholly owned subsidiary Vigil
Locating Systems Technologies Inc. will deposit a notice of
intention of a proposal to its creditors in virtue of article 50.4
of the Bankruptcy and insolvency Act.

The proposition will not affect the state of Vigil GPS.  Vigil
Locating Systems Technologies Inc. will close following the
acceptance of the proposal

The services of Raymond Chabot inc., trustee, were retained by
Vigil Locating Systems Technologies Inc. in order to prepare the
proposal to the creditors of Vigil Locating Systems Technologies
Inc. at a meeting of the creditors which will be held at a date
respecting the specified legal delays.

Based in Mont-Royal, Quebec, Vigil Locating Systems Corporation
(TSX Venture:VIG) -– http://www.vigiltec.com/-- develops and  
markets interactive vehicle and equipment-tracking solutions
capable of keeping pace with growing consumer and business needs.


WACHOVIA BANK: Moody's Rates $32.8 Million Class K Certs. at Ba2
----------------------------------------------------------------
Moody's Investors Service downgraded the rating of one class and
affirmed the ratings of six classes of Wachovia Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2005-WHALE 6 as:

   -- Class X-1B, Notional, affirmed at Aaa
   -- Class X-2, Notional, affirmed at Aaa
   -- Class F, $4,159,000, Floating, affirmed at Aaa
   -- Class G, $24,594,000, Floating, affirmed at Aaa
   -- Class H, $24,593,000, Floating, affirmed at A3
   -- Class J, $21,861,000, Floating, affirmed at Baa2
   -- Class K, $32,793,000, Floating, downgraded to Ba2 from
      Baa3

The transaction's aggregate certificate balance has decreased by
about 91.8% to $108 million from $1.3 billion at securitization
due to the payoff of 12 loans initially in the pool.  Currently
the certificates are collateralized by three loans ranging in size
from 16.7% to 46.3% of the pool.  The trust has not realized any
losses since securitization and no loans are currently in special
servicing.

Moody's is downgrading Classes K, which was placed on review for
possible downgrade on Aug. 20, 2007, due to the poor performance
of the One Oliver Plaza and 230 Peachtree Loans. Both loans have
low occupancy levels.  Property income is sufficient to cover debt
service on the pooled debt amount for each of the two loans but is
insufficient to cover the debt service on the total debt amount.

The Grand Resort Apartments Loan ($50 million -- 46.3%) is secured
by a 768-unit multifamily property located in Anaheim, California.  
The property, which was built in 1969, is located about five miles
northwest of Disneyland.  Occupancy as of March 2007 was 86.9%,
compared to 78% in August 2006 and compared to 94.7% at
securitization.  Property performance has been adversely impacted
by a renovation program although occupancy levels are slowly
improving.  The loan matures in 2010 and is interest only.  The
loan sponsor is Pacific Property Company.  Moody's current shadow
ratings is Baa3, compared to Baa2 at last review and at
securitization.

The One Oliver Plaza Loan ($40 million -- 37.0%) is secured by a
639,200 square foot Class A office building located in the central
business district of Pittsburgh, Pennsylvania. Occupancy as of
March 2007 was 49.9%, compared to 71.2% at securitization.  
Reserves total approximately $5.4 million, of which $2 million is
a debt service reserve.  Local press reports that a law firm has
signed a letter of intent to lease 200,000 square feet, which
would improve occupancy to 80%.  No additional details are
available.  Moody's value reflects an improvement to income to
reflect current market rents and occupancy rates.  The loan
sponsor is Kojaian Companies. Moody's current shadow rating is
Ba1, compared to Baa2 at last review and at securitization.

The 230 Peachtree Loan ($18 million -- 16.7%) is secured by a
414,800 square foot office building located in downtown Atlanta,
Georgia.  Occupancy as of June 2007 was 67.7%, compared to 73.6%
at securitization.  At securitization, a stabilized occupancy rate
of 83% was anticipated by Moody's. Moody's current shadow rating
is Ba2, compared to Baa2 at last review and at securitization.


WARP 9: HJ Associates Raises Going Concern Doubt Over Losses
------------------------------------------------------------
HJ Associates & Consultants LLP raised substantial doubt about
Warp 9, Inc.’s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended June 30, 2007.  The auditor reported that the Company
has suffered recurring losses from operations and recurring
negative cash flows from operations.

The company posted a $13,533 net loss on $2,737,009 of total
revenue for the year ended June 30, 2007, as compared with a
$2,164,352 net loss on $1,757,685 of total revenue in the prior
year.  

At June 30, 2007, the company's balance sheet showed $1,006,532 in
total assets and $1,876,311 in total liabilities, resulting a
$869,779 stockholders' deficit.  

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2416

                         About Warp 9

Based in Santa Barbara, California, Warp 9, Inc. (OTC BB: WNYN) --
http://www.warp9inc.com/-- is a provider of E-commerce software  
platforms and services for the catalog and retail industry. Its
suite of software platforms is designed to help online retailers
maximize the Internet channel by using advanced technologies for
online catalogs, E-mail marketing campaigns, and interactive
visual merchandising.  Offered on an outsourced and fully managed
Software-as-a-Service model, the company's products allow
customers to focus on their core business, rather than technical
implementations.  The company also offers professional services to
its clients which include online catalog design, merchandizing and
optimization, order management, E-mail marketing campaign
development, integration to third party payment processing and
fulfillment systems, analytics, custom reporting and strategic
consultation.


WASHINGTON MUTUAL: Fitch Junks Ratings on Four NIM Note Classes
---------------------------------------------------------------
Fitch Ratings has taken these rating actions on 2 Washington
Mutual Asset Holding Corp. Net Interest Margin Notes:

WM Asset Holdings Corp. CI 2006-6:
  -- $11 million class N-1 downgraded to 'BB' from 'A-' and
     placed on Rating Watch Negative;
  -- $8.8 million class N-2 downgraded to 'C' from 'BBB-' and
     assigned a Distressed Recovery (DR) rating of 'DR6';
  -- $8.7 million class N-3 downgraded to 'C' from 'BB' and
     assigned a DR rating of 'DR6';
Underlying Transaction: Long Beach Mortgage Loan Trust 2006-6

WM Asset Holdings Corp. CI 2006-7:
  -- $11.8 million class N-1 downgraded to 'BB' from 'A-' and
     placed on Rating Watch Negative;
  -- $11.3 million class N-2 downgraded to 'C' from 'BBB-' and
     assigned a DR rating of 'DR6';
  -- $9.9 million class N-3 downgraded to 'C' from 'BB' and
     assigned a DR rating of 'DR6';
Underlying Transaction: Long Beach Mortgage Loan Trust 2006-7

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.  The
updated assumptions better capture the deteriorating performance
of pools from 2006 and late 2005 with regard to continued poor
loan performance and home price weakness.


WENDY'S INTERNATIONAL: U.S. Same-Store Sales Up 0.2% in Third Qtr.
------------------------------------------------------------------
Wendy’s International, Inc.'s average same-store sales at U.S.
company restaurants increased 0.2% for the third quarter ended
Sept. 30, 2007, compared to an average of 0.7% for the previous
quarter, and a 4.1% average during the same prior year period.

Year-to-date average same-store sales at U.S. company restaurants
are up 1.5%.

Average same-store sales at U.S. franchise restaurants increased
1.3% for the current quarter, compared to 3.9% during the same
quarter a year ago.  Year-to-date average same-store sales at U.S.
franchise restaurants are up 1.8%.

As reported in the Troubled Company Reporter on July 30, 2007, the
company earned $29.2 million in the second quarter of 2007,
compared to a net loss of $29.1 million in the second quarter of
2006.  Total revenues were $632.9 million in the second quarter of
2007, down 0.2%, compared to $634.1 million in the second quarter
of 2006.

The company achieved sales of 558.3 million in the second quarter
of 2007, compared to $557.8 million in the same period of last
year.

"We are encouraged by another quarter of positive same-store sales
growth – our fifth in a row – as we continue to successfully
execute our strategic plan and the turnaround of the Wendy’s
business," said Chief Executive Officer and President Kerrii
Anderson.  "We are intensely focused on improving restaurant
operations and enhancing the overall customer experience, and we
look to accelerate our progress.

"We have initiatives in place to grow sales and profits at every
restaurant in the system," added Anderson.  "Our positive
performance is due to the accomplishments of our employees and
franchisees who focus every day on running great restaurants."

The company's management will release its 2007 third-quarter
results on Oct. 25, 2007.

                  About Wendy's International

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

                          *     *     *

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

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


WHITLATCH & CO: Committee Wants McDonald Hopkins as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in Whitlatch & Co.'s
chapter 11 case seeks permission from the U.S. Bankruptcy Court
for the Northern District of Ohio to retain McDonald Hopkins LLC
as its counsel, nunc pro tunc to Sept. 25, 2007.

McDonald Hopkins
will:                                                                                               

   (a) monitor the Debtor's chapter 11 case and legal activities
       and advising the Committee on the legal ramifications of
       the actions;

   (b) provide the Committee advice on its obligations and
       duties;

   (c) execute Committee decisions by filing motions, objections
       or other documents with the Court;

   (d) appear before the Court on all matters of the case relevant
       to the interests of unsecured creditors;

   (e) negotiate on behalf of the Committee the terms of any
       proposed plan of reorganization/liquidation; and

   (f) take other actions as are necessary to protect the rights
       of unsecured creditors.

          Designation              Hourly Rate
          -----------              -----------
          Members                   $230-$600
          Of Counsel                $215-$440
          Associates                $145-$400
          Paralegals                $100-$215
          Law Clerks                 $85-$95

Scott N. Opincar, Esq. and Elizabeth Wambsgans, Esq. will  
primarily serve in the engagement, and will bill at hourly rates
of $320 and $180, respectively, for their services.

The Committee assures the Court that the firm is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code and does not hold or represent any interest
adverse to the estate.

The firm can be reached at:

             Scott N. Opincar, Esq.
             Elizabeth Wambsgans, Esq.
             McDonald Hopkins LLC
             600 Superior Avenue, East, Suite 2100
             Cleveland, OH 44114-2653
             Tel: (216) 348-5400 or (216) 348-5474             
             http://www.mcdonaldhopkins.com/

Twinsberg, Ohio-based Whitlatch & Co. -- http://www.whitlatch.com/
builds homes and condominiums and sells them through independent
third-party contractors, primarily Realty One.  Currently, the
company is building new homes in five planned residential
communities in Cuyohoga, Lorain and Summit Counties.  Each
community is financed by a separate bank under mortgage
development and construction loans.

The company filed for chapter 11 protection on Sept. 14, 2007
(Bankr. N.D. Ohio Case No. 07-52975).  James W. Ehrman, Esq., at
Kohrman Jackson & Krantz, PLL represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed total assets of $13,445,997 and total debts of $11,561,613.


WHITLATCH & CO: Section 341(a) Meeting Slated for October 17
------------------------------------------------------------
The U.S. Trustee for Region 9 will hold a meeting of Whitlatch &
Co.'s creditors at 10:00 a.m., on Oct. 17, 2007, at Atrium Level
No. 120, First Energy Building, 76 South Main Street in Akron,
Ohio.

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

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

Twinsberg, Ohio-based Whitlatch & Co. -- http://www.whitlatch.com/
-- builds homes and condominiums and sells them through
independent third-party contractors, primarily Realty One.  
Currently, the company is building new homes in five planned
residential communities in Cuyohoga, Lorain and Summit Counties.  
Each community is financed by a separate bank under mortgage
development and construction loans.

The company filed for chapter 11 protection on Sept. 14, 2007
(Bankr. N.D. Ohio Case No. 07-52975).  James W. Ehrman, Esq. at
Kohrman, Jackson & Krantz, PLL represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed total assets of $13,445,997 and total debts of $11,561,613.


XM SATELLITE: Special Shareholders Meeting Set for November 13
--------------------------------------------------------------
XM Satellite Radio Holdings Inc. will hold a special meeting of
shareholders on Tuesday, Nov. 13, 2007 at 3:00 p.m. in Washington,
DC.

The purpose of the meeting is to consider and vote upon a proposal
to adopt the Agreement and Plan of Merger between XM and Sirius
Satellite Radio.

As reported in the Troubled Company Reporter on Feb. 22, 2007,
SIRIUS and XM Satellite Radio disclosed a definitive agreement
under which the companies will be combined in a tax-free, all-
stock merger of equals.  XM stockholders will receive 4.6 shares
of SIRIUS common stock for each share of XM they own.  XM and
SIRIUS stockholders will each own approximately 50% of the
combined company.

Shareholders of record as of October 1, 2007 are eligible to vote
at the meeting.

The proposed transaction, which has been approved by the Boards of
Directors of both companies, is also subject to regulatory review
and approvals, including antitrust agencies and the FCC, and the
satisfaction of customary closing conditions.

                  About SIRIUS Satellite Radio

Based in New York, SIRIUS Satellite Radio Inc. (NASDAQ: SIRI) --
http://www.sirius.com/ -- provides sports radio programming,  
broadcasting play-by-play action of more than 350 pro and college
teams.  SIRIUS features news, talk and play-by-play action from
the NFL, NASCAR, NBA, NHL, Barclays English Premier League soccer,
UEFA Champions League, the Wimbledon Championships and more than
125 colleges, plus live coverage of several of the year's top
thoroughbred horse races.  SIRIUS also features programming from
ESPN Radio and ESPNews.

                       About XM Satellite

Headquartered in Washington, D.C., XM Satellite Radio Holdings
Inc. -- http://www.xmradio.com/-- parent of XM Satellite Radio    
Inc. (Nasdaq:XMSR), is a satellite radio broadcaster.

At June 30, 2007, the company's balace sheet showed a
$659.8 million stockholders' deficit, compared to a
$397.8 million deficit at Dec. 31, 2006.

                          *     *     *

Standard & Poor's assigned CCC+ long-term foreign and local issuer
credit ratings to XM Satellite Radio Holdings Inc. on February
2007.

XM Satellite Radio Holdings Inc. also holds Moody's Investors
Services' Caa1 long-term corporate family rating (assigned June
2003), Caa3 senior unsecured debt rating (assigned February 2005),
and Caa1 probability of default rating(assigned September 2006).  
These three ratings still hold to date.


* Fitch Says U.S. Retail Companies Have Solid Liquidity
-------------------------------------------------------
U.S. retail and consumer products companies have solid liquidity
and are well positioned to meet their debt obligations through
2009, according to a Fitch Ratings report titled 'U.S. Retail and
Consumer Products: Maintaining Solid Liquidity'.  This is despite
ongoing credit market volatility, as well as significant debt-
financed M&A activity and leveraged recapitalizations that
occurred in the industry over the last two years.
'Most of the companies reviewed have sufficient free cash flow
generation and cash balances to meet both debt maturities and
capital requirements,' said Karen Ghaffari, Senior Director, Fitch
Ratings.  'When also considering external sources of liquidity,
debt maturities are manageable over the next few years.'
Fitch is cautious about how macroeconomic factors such as higher
energy prices, housing market turmoil and employment levels will
affect consumer spending levels.  These factors are particularly
important for the sector as the holiday season approaches.  Fitch
also notes that M&A and financial engineering have adversely
affected the credit profiles of several companies.  Fitch expects
that future transactions could face challenges if current credit
market uncertainties continue.  Investors are also requiring
higher returns and even step-up pricing in the event of credit
deterioration.

For this report, Fitch analyzed the liquidity positions of 30
issuers rated 'BBB+' to 'B-' in the retail and consumer sectors.  
This report is part of a larger global liquidity review initiated
by Fitch in May 2007 of its rated issuers across corporate finance
as a number of liquidity-based sensitivities in the market
continue to influence both issuer and investor decisions. The
review's goal is to gain a better perspective on the magnitude of
maturities that would be coming due over the next 24 months per
each North American corporate sector, and what organic and
contingent sources were available to meet these obligations during
this period of the credit cycle.


* Dreier Stein and Browne Woods to Merge on January 1, 2008
-----------------------------------------------------------
Dreier Stein & Kahan and Browne Woods & George will merge on  Jan.
1, 2008, their practices, bringing together two powerhouse
Southern California law firms.
    
The new firm, to be named Dreier Stein Kahan Browne Woods & George
LLP, combines the 54-attorney entertainment litigation and
corporate transactional firm founded earlier this year by Marc
Dreier, Stanton "Larry" Stein and Robert Kahan and the 17-attorney
business litigation and trial firm led by Allan Browne, Edward
Woods and Eric George.

The firm will be the west-coast affiliate of 125-attorney New
York-based Dreier LLP and will be located in the Santa Monica and
Century City offices.
    
"The merger is a winning proposition for our clients," stated
Larry Stein, co-founder of Dreier Stein & Kahan and head of its
Entertainment & Media Department.  "We are able to provide
representation at the very highest level in all areas of business
litigation, entertainment litigation and corporate law.  The
principals of the firms have enjoyed close professional and
personal relationships for years and have referred business back
and forth, so we have a strong basis for collaboration moving
forward."
    
"This merger is the right move at the right time," Allan Browne,
co-founder of Browne Woods & George and founder of the Association
of Business Trial Lawyers in California, stated. "This is a great
match.  The caliber of the Dreier Stein & Kahan attorneys and our
affiliation with the full-service Dreier firm in New York will
allow us to more fully service
our clients."
     
"This truly exceptional group of trial attorneys at Browne Woods &
George allows us to enhance our full-service capabilities on both
coasts,” Marc Dreier, co-founder of Dreier Stein & Kahan and
Managing Partner of Dreier LLP, added.  “Not only will we be able
to better service our existing clients, we will be able to offer
an array of services to new clients."
    
                         Marc S. Dreier
    
Marc S. Dreier is the founder and managing partner of Dreier LLP.  
Mr. Dreier's expertise is in commercial litigation, having
practiced in that area exclusively for more than 30 years.  He has
extensive experience, in particular, in securities litigation and
arbitration, employment disputes, intellectual property, and real
estate litigation.  He appears regularly in federal and state
trial and appellate courts and regulatory forums throughout the
country.

Prior to founding Dreier LLP in 1996, Mr. Dreier was head of the
litigation department in the New York office of Fulbright &
Jaworski LLP, a national firm of 900 attorneys.  Previously, he
had been a litigation partner at Rosenman & Colin LLP.

He is a member of the Bars of the States of New York and Arizona
and is admitted to practice before the U.S. Supreme Court, the
U.S. Courts of Appeals for the Second, Third and Ninth Circuits,
the U.S. District Courts for the Southern and Eastern Districts of
New York and the District Court of Arizona.  He is also a member
of the New York State Bar Association and the New York County
Lawyers Association.
Mr. Dreier received a B.A. from Yale College in 1972,
and his J.D. from The Harvard Law School in 1975.
    
                     Stanton "Larry" Stein
    
Larry Stein is co-founder of DSK and heads its Entertainment &
Media Department.  His clientele includes writers, directors,
producers, actors, musicians, entertainment guilds, talent
agencies, personal and business management companies, and
independent production companies.  

In 2007, Mr. Stein was listed in Who's Who in L.A. Law by the Los
Angeles Business Journal and ranked above the No. 1 ranking as a
"star performer" in Chambers USA: America's Leading Business
Lawyers.  Mr. Stein has appeared on the cover of the National Law
Journal and was named "Entertainment Lawyer
of the Year" by the Beverly Hills and Century City Bar
Associations.  

He received the ACLU Foundation's Pro Bono Civil Liberties Award.  
He's listed in The Best Lawyers In America and is among the
Lawdragon 500 Leading Lawyers in America.  He was profiled in
California Lawyer as one of the top five "A-List Entertainment
Lawyers" and in the Daily Journal's 100 Most
Influential Lawyers in California.  He serves on the board of
directors of the Foundation of the State Bar of California.

He is a founder and past president of Public Counsel and has
served on the board of Bet Tzedek Legal Foundation and Ocean Park
Community Center.  He is an adjunct professor at USC School of
Law, where he teaches Entertainment Law, and was a
distinguished speaker at Harvard Law School's Conference on
Entertainment and Sports.  He has lectured at Yale Law School,
Stanford Law School, the University of California's Boalt Hall
School of Law and UCLA Law School.
    
                          Robert Kahan
    
Bob Kahan heads Dreier Stein & Kahan LLP's Transactional
Department.  His practice includes a full range of business
services, including mergers and acquisitions, securities,
franchising, and general corporate matters.  Mr. Kahan advises
clients in a variety of industries, including restaurant
management, food service, post production, talent agency, and
business management.

Mr. Kahan is a past chair of the California State Bar Franchise
Law Committee, a member of the International Franchise
Association's Legal/Legislative Committee, and has served as vice
chair and a member of the California State Bar Executive
Committee, Business Law Section.

He also was a member of the Committee on Partnership and
Incorporated Business Associations, and a member of the California
State Senate Select Committee on Small Business Enterprises.  He
currently serves on the boards of the
City of Hope's Inner Circle and the Legal Aid Foundation of Los
Angeles.  

He also has served as a member of the board of overseers, Landmark
School, as a member of the board of trustees, Windward School, and
as a member of the board of directors of the Drop-In Center in
Santa Monica.  Mr. Kahan has written and lectured on many business
and corporate law issues, including securities, franchising,
shareholder matters, and small and emerging growth companies.
    
                          Allan Browne
    
Allan Browne is one of the leading trial lawyers in California.
Mr. Browne has won judgments or settled multi-million dollar cases
on a regular and frequent basis for the past three decades.  
During his career, he has had more than 100 trials.

A frequent lecturer and noted author, he has conducted more than
50 seminars for trial lawyers throughout California on procedural
and substantive legal matters, and is the planner, editor and
contributing author of California Business Litigation, published
by the Continuing Education of the Bar.

Additionally, he is a frequent contributor to legal journals,
having written more than 30 articles on various legal subjects.
Mr. Browne is the founder and first president of the Association
of Business Trial Lawyers, the largest business trial lawyers
association in California.  He has also served as Judge Pro Tem,
and member of the board of trustees of the Los Angeles County Bar
Association and the board of governors of the Beverly Hills Bar
Association.
    
                         Edward A. Woods
    
Edward A. Woods, one of the founding partners of Browne Woods &
George, specializes in the trial of complex commercial and
entertainment matters.  He has obtained judgments and settlements
totaling several hundreds of millions of dollars for the firm's
clients, including manufacturers, retail
establishments, entertainers, film production and distribution
companies, lawyers and law firms, real estate developers and
syndicators, and entrepreneurs.

Mr. Woods is a co-author of California Business Litigation,
published by the Continuing Education of the Bar, and serves on
the board of trustees of an international private secondary
school.
    
                         Eric M. George
    
Eric M. George focuses on complex, frequently high-profile
business litigation matters, and has obtained numerous multi-
million dollar judgments and settlements for clients. He presently
serves on federal and state judicial selection committees, and
also on the ninth circuit advisory board.

Prior to joining Browne Woods & George, Mr. George served as
Counsel to the United States Senate Judiciary Committee and, prior
to that time, as Deputy Legal Affairs Secretary to Gov. Pete
Wilson. Regularly featured as one of California's Top 100
Attorneys, Mr. George also is a co-author of the practice book
Competitive Business Litigation, published by the Continuing
Education of the Bar.

                About Browne Woods & George LLP
    
Based in Beverly Hills, California, Browne Woods & George LLP –-
http://www.brownewoods.com/-- specializes in high-stakes, cost-
effective business litigation.  Its attorneys are experienced at
all levels of federal and state court proceedings, having garnered
more than 20 years' worth of successes for both plaintiff and
defendant clients.  BWG represents a full array of businesses and
individuals, including manufacturers, retail establishments,
entertainers and entertainment companies, lawyers and law firms,
real estate developers, syndicators, and entrepreneurs.  BWG
attributes its proven track record to its attorneys being not only
civil litigators, but bona fide trial lawyers.
   
                 About Dreier Stein & Kahan LLP
    
Headquartered in Santa Monica's Water Garden complex and
established Jan. 1, 2007, Dreier, Stein & Kahan LLP is a mid-size,
bi- coastal firm with a second West Coast office at Fox Plaza in
Century City.  Its primary areas of practice include entertainment
litigation, intellectual property, commercial litigation, media,
corporate, finance, securities, franchise and distribution
counseling, mergers and acquisitions, taxation, labor and
employment, bankruptcy, insolvency and other areas of
transactional and litigation law.  Dreier Stein & Kahan also
serves as the West Coast affiliate of Manhattan- based Dreier LLP,
an 11-year-old firm of approximately 125 lawyers that represents
institutional, entrepreneurial and individual clients in diverse
sectors of financial, industrial and service-oriented markets.


* BOND PRICING: For the Week of Oct. 1 – Oct. 5, 2007
-----------------------------------------------------

Issuer                              Coupon   Maturity  Price
------                              ------   --------  -----
ABC Rail Product                     10.500%  01/15/04      0
ABC Rail Product                     10.500%  12/31/04      0
Acme Metals Inc                      12.500%  08/01/02      0
Allegiance Tel                       11.750%  02/15/08     53
Amer & Forgn Pwr                      5.000%  03/01/30     62
Ames Dept Stores                     10.000%  04/15/06      0
Antigenics                            5.250%  02/01/25     69
Atherogenics Inc                      1.500%  02/01/12     34
Atherogenics Inc                      4.500%  03/01/11     48
Atlantic Coast                        6.000%  02/15/34      4
Bank New England                      8.750%  04/01/99      8
Bank New England                      9.875%  09/15/99      8
Beazer Homes USA                      4.625%  06/15/24     73
Beazer Homes USA                      6.500%  11/15/13     74
Beazer Homes USA                      6.875%  07/15/15     74
Builders Transport                    6.500%  05/01/11      0
Burlington North                      3.200%  01/01/45     55
Calpine Gener Co                     11.500%  04/01/11     32
CIT Group Inc                         6.100%  03/15/67     73
Clear Channel                         5.500%  12/15/16     75
Collins & Aikman                     10.750%  12/31/11      2
Color Tile Inc                       10.750%  12/15/01      0
Columbia/HCA                          7.050%  12/01/27     74
Columbia/HCA                          7.500%  11/15/95     74
ComEd Fin III                         6.350%  03/15/33     74
Complete Mgmt                         8.000%  08/15/03      0
Comprehensive Care                    7.500%  04/15/10     60
CompuCredit                           5.875%  11/30/35     69
Curagen Corp                          4.000%  02/15/11     63
Decode Genetics                       3.500%  04/15/11     69
Decode Genetics                       3.500%  04/15/11     69
Delta Air Lines                       8.000%  12/01/15     65
Delta Mills Inc                       9.625%  09/01/07     15
Duquesne Light                        6.250%  08/15/35     72
Dura Operating                        8.625%  04/15/12     45
Dura Operating                        9.000%  05/01/09      7
Dura Operating                        9.000%  05/01/09      3
Dyersburg Corp                        9.750%  09/01/07      0
E. Spire Comm Inc                    10.625%  07/01/08      0
Eagle Food Centr                     11.0005  04/15/05      0
Empire Gas Corp                       9.000%  12/31/07      1
Encysive Pharma                       2.500%  03/15/12     69
Epix Medical Inc                      3.000%  06/15/24     75
Exodus Comm Inc                       5.250%  02/15/08      0
Exodus Comm Inc                      11.625%  07/15/10      0
Fedders North Am                      9.875%  03/01/14     16
Finova Group                          7.500%  11/15/09     21
Finlay Fine Jwly                      8.375%  06/01/12     70
Ford Motor Cred                       5.750%  01/21/14     75
Ford Motor Cred                       6.000%  11/20/14     75
Ford Motor Cred                       6.000%  11/20/15     74
Ford Motor Cred                       6.050%  12/22/14     74
Ford Motor Co                         6.375%  02/01/29     70
Ford Motor Co                         6.625%  02/15/28     70
Ford Motor Co                         6.625%  10/01/28     71
Ford Motor Co                         7.125%  11/15/25     68
Ford Motor Co                         7.400%  11/01/46     71
Ford Motor Co                         7.500%  08/01/26     71
Ford Motor Co                         7.500%  08/20/32     71
Ford Motor Co                         7.700%  05/15/97     71
Ford Motor Co                         7.750%  06/15/43     71
General Motors                        6.750%  05/01/28     71
General Motors                        7.375%  05/23/48     72
General Motors                        7.400%  09/01/25     73
GMAC                                  5.900%  01/15/19     74
GMAC                                  6.000%  02/15/19     73
GMAC                                  6.000%  02/15/19     75
GMAC                                  6.000%  03/15/19     74
GMAC                                  6.000%  03/15/19     75
GMAC                                  6.000%  09/15/19     72
GMAC                                  6.050%  08/15/19     73
GMAC                                  6.050%  08/15/19     74
GMAC                                  6.050%  10/15/19     74
GMAC                                  6.100%  09/15/19     74
GMAC                                  6.150%  08/15/19     74
GMAC                                  6.150%  10/15/19     75
GMAC                                  6.250%  04/15/19     73
GMAC                                  6.250%  07/15/19     74
Gulf States STL                      13.500%  04/15/03      1
Hines Nurseries                      10.250%  10/01/11     70
HNG Internorth                        9.625%  03/15/06     28
Iridium LLC/CAP                      10.875%  07/15/05      3
Iridium LLC/CAP                      11.250%  07/15/05      5
Iridium LLC/CAP                      13.000%  07/15/05      4
Iridium LLC/CAP                      14.000%  07/15/05      4
Isolagen Inc                          3.5005  11/01/24     75
James River Coal                      9.375%  06/01/12     74
K Hovnanian Entr                      6.250%  01/15/15     74
K Hovnanian Entr                      6.250%  01/15/16     74
K Hovnanian Entr                      6.375%  12/15/14     74
K Hovnanian Entr                      7.750%  05/15/13     68
K Hovnanian Entr                      8.875%  04/01/12     73
K Mart Funding                        8.800%  07/01/10      8
Kaiser Aluminum                       9.875%  02/15/02      0
Kaiser Aluminum                      12.750%  02/01/03      8
Kellstrom Inds                        5.500%  06/15/03      0
Kellstrom Inds                        5.750%  10/15/02      0
Kimball Hill Inc                     10.500%  12/15/12     69
Kmart Corp                            9.350%  01/02/20     12
Lehman Bros Holding                   5.850%  11/08/30     73
Lehman Bros Holding                  10.000%  10/30/13     71
Liberty Media                         3.750%  02/15/30     60
Liberty Media                         4.000%  11/15/29     64
Lifecare Holding                      9.250%  08/15/13     68
LTV Corp                              8.200%  09/15/07      0
McSaver Financl                       7.400%  02/15/02      0
McSaver Financl                       7.875%  08/01/03      0
Merisant Co                           9.500%  07/15/13     73
MHS Holdings Co                      16.875%  09/22/04      0
Movie Gallery                        11.000%  05/01/12     31
Muzak LLC                             9.875%  03/15/09     54
Natl Steel Corp                       9.875%  03/01/09      0
Neff Corp                            10.000%  06/01/15     71
New Orl Grt N RR                      5.000%  07/01/32     61
Nielsen Finance                      12.500%  08/01/16     67
Northern Pacific RY                   3.000%  01/01/47     52
Northern Pacific RY                   3.000%  01/01/47     52
Northwest Steel & Wire                9.500%  06/15/01      0
NTK Holdings Inc                     10.750%  03/01/14     61
Nutritional Src                      10.125%  08/01/09     66
Oscient Pharma                        3.500%  04/15/11     67
Outboard Marine                       7.000%  07/01/02      0
Outboard Marine                       9.125%  04/15/17      7
Pac-West Telecom                     13.500%  02/01/09      4
Pac-West Telecom                     13.500%  02/01/09      4
PCA LLC/PCA FIN                      11.875%  08/01/09      6
Pegasus Satellite                    12.375%  08/01/08      0
Phelps Dodge                          6.125%  03/15/34     72
Piedmont Aviat                       10.250%  01/15/49      0
Piedmont Aviat                       10.250%  01/15/49      0
Pixelworks Inc                        1.750%  05/15/24     74
Polaroid Corp                         6.750%  01/15/02      0
Polaroid Corp                        11.500%  02/15/06      0
Pope & Talbot                         8.375%  06/01/13     51
Pope & Talbot                         8.375%  06/01/13     56
Primus Telecom                        3.750%  09/15/10     69
Primus Telecom                        8.000%  01/15/14     67
Pulte Homes Inc                       6.000%  02/15/35     73
Radnor Holdings                      11.000%  03/15/10      0
Read-Rite Corp                        6.500%  09/01/04      0
Realogy Corp                         12.375%  04/15/15     72
Reliance Grp Hld                      9.000%  11/15/00      0
Rite Aid Corp.                        6.875%  12/15/28     71
RJ Tower Corp.                       12.000%  06/01/13      5
Rotech HealthCare                     9.500%  04/01/12     64
Saint Acquisition                    12.500%  05/15/17     67
ServiceMaster Co                      7.100%  03/01/18     68
ServiceMaster Co                      7.450%  08/15/27     69
Scotia Pac Co                         6.550%  01/20/07     50
SLM Corp                              5.000%  06/15/28     70
SLM Corp                              5.250%  12/15/28     74
SLM Corp                              5.350%  06/15/28     73
SLM Corp                              5.400%  03/15/23     75
SLM Corp                              5.400%  03/15/28     73
SLM Corp                              5.400%  06/15/30     74
SLM Corp                              5.400%  06/15/30     73
SLM Corp                              5.500%  06/15/29     72
SLM Corp                              5.500%  06/15/29     72
SLM Corp                              5.500%  06/15/29     71
SLM Corp                              5.500%  03/15/30     70
SLM Corp                              5.500%  06/15/30     72
SLM Corp                              5.500%  12/15/30     71
SLM Corp                              5.550%  06/15/25     71
SLM Corp                              5.600%  12/15/29     68
SLM Corp                              5.650%  03/15/29     71
SLM Corp                              5.650%  03/15/29     73
SLM Corp                              5.650%  12/15/29     74
SLM Corp                              5.650%  12/15/29     72
SLM Corp                              5.650%  12/15/29     74
SLM Corp                              5.650%  03/15/30     73
SLM Corp                              5.650%  06/15/30     75
SLM Corp                              5.650%  09/15/30     74
SLM Corp                              5.700%  03/15/29     71
SLM Corp                              5.700%  03/15/29     74
SLM Corp                              5.700%  03/15/29     74
SLM Corp                              5.700%  03/15/30     74
SLM Corp                              5.750%  03/15/29     74
SLM Corp                              5.750%  06/15/29     73
SLM Corp                              5.750%  09/15/29     73
SLM Corp                              5.750%  09/15/29     68
SLM Corp                              5.750%  12/15/29     70
SLM Corp                              5.750%  12/15/29     74
SLM Corp                              5.750%  03/15/30     73
SLM Corp                              5.750%  03/15/30     73
SLM Corp                              5.800%  12/15/29     72
SLM Corp                              6.000%  06/15/29     75
SLM Corp                              6.000%  09/15/29     75
SLM Corp                              6.000%  09/15/29     73
SLM Corp                              6.100%  12/15/28     73
SLM Corp                              6.350%  09/15/31     72
Spacehab Inc                          5.500%  10/15/10     50
Spansion Llc                          2.250%  06/15/16     73
Spectrum Brands                       7.375%  02/01/15     74
Standard Pac corp                     6.250%  04/01/14     71
Standard Pac corp                     7.750%  03/15/13     73
Standard Pacific                      7.000%  08/15/15     73
Standard Pacific                      9.250%  04/15/12     72
Stanley-Martin                        9.750%  08/15/15     72
Tenet Healthcare                      6.875%  11/15/31     72
Times Mirror Co                       6.610%  09/15/27     71
Times Mirror Co                       7.250%  11/15/96     72
Times Mirror-New                      7.500%  07/01/23     70
Tom's Foods Inc                      10.500%  11/01/04      1
Tousa Inc                             7.500%  03/15/11     32
Tousa Inc                             7.500%  01/15/15     29
Tousa Inc                             9.000%  07/01/10     68
Tousa Inc                             9.000%  07/01/10     69
Tousa Inc                            10.375%  07/01/12     33
TransTexas Gas                       15.000%  03/15/05      0
Tribune Co                            5.250%  08/15/15     72
United Air Lines                      9.350%  04/07/16     43
US Air Inc.                          10.680%  06/27/08      0
US Air Inc.                          10.700%  01/01/49      0
US Air Inc.                          10.800%  01/01/49      0
Venture Holdings                     12.000%  06/01/09      0
Vesta Insur Grp                       8.750%  07/15/25      2
Vicorp Restaurant                    10.500%  04/15/11     65
Wachovia Corp                         9.250%  04/10/08     68
Wachovia Corp                        12.500%  03/05/08     74
Wachovia Corp                        15.500%  12/05/07     69
WCI Communities                       6.625%  03/15/15     72
WCI Communities                       7.875%  10/01/13     74
Weirton Steel                        10.750%  06/01/05      0
Werner Holdings                      10.000%  11/15/07      1
Westpoint Steven                      7.875%  06/15/05      0
William Lyon                          7.500%  02/15/14     67
William Lyon                          7.625%  12/15/12     72
Winstar Comm Inc                     10.000%  03/15/08      0
Winstar Comm Inc                     12.750%  04/15/10      0
Winstar Comm                         14.000%  10/15/05      0
Wornick Co                           10.875%  07/15/11     70

                             *********

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

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

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

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

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

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

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

                             *********

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

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

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

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

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

                    *** End of Transmission ***