TCR_Public/070925.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, September 25, 2007, Vol. 11, No. 227

                             Headlines

AAMES MORTGAGE: Moody's Reviews Rating on 2001-4 Class B Certs.
ADVA-LITE INC: Exclusive Solicitation Period Extended to Dec. 15
ALERIS INTERNATIONAL: Will Close Tennessee Plant by November 20
ALLMERICA CBO: Fitch Affirms Junk Rating on $90 Mil. Senior Notes
AMNEX INC: U.S. Trustee Wants Case Converted to Chapter 7

ASAT HOLDINGS: Low Equity Prompts Nasdaq's Delisting Notice
ATLANTIS PLASTICS: S&P Junks Corporate Credit Rating
BCE INC: Canadian Competition Bureau Clears Teachers' Private Deal
BCE INC: Shareholders Okay Acquisition by Teachers' Private
BRANDYWINE REALTY: Paying $0.44/Share Cash Dividend on Oct. 19

BROOKLYN HOSPITAL: Judge Craig Confirms Amended Chapter 11 Plan
CALPINE CORP: Files Third Amended Plan of Reorganization
CARDIMA INC: Plans to Restate December 2006 Financial Statements
CATHOLIC CHURCH: Spokane Lawyers Reduce Fees to $8.3 Million
CBRE REALTY: Fitch Affirms BB Rating on $20 Mil. Class K Notes

CBRL GROUP: CFO Lawrence White to Retire on February 1, 2008
CBRL GROUP: Paying $0.18/Share Quarterly Dividend on November 5
CHICAGO H&S: Hotel 71 Mezz Selling Collateral on October 3
CHIQUITA BRANDS: Fined $25 Million by U.S. Federal Court
CHRYSLER LLC: Brake Problems Trigger Recall of 369,000 Vehicles

CIMAREX ENERGY: Paying $0.04 per Share Dividend on December 3
CLASSICSTAR LLC: Files for Bankruptcy Protection in Kentucky
CLASSICSTAR LLC: Case Summary and 20 Largest Unsecured Creditors
COACH INDUSTRIES: Selling Two Units to Laurus for $7 Million
COGENTRIX DELAWARE: Moody's Affirms Ba2 Credit Facility Rating

COMPUCOM SYSTEMS: Prices $175MM Tender Offer of 12% Sr. Notes
COPA CASINO: Moody's Withdraws B3 Corporate Family Rating
COPA CASINO: S&P Withdraws B+ Corporate Credit Rating
COTT CORPORATION: Low Margins Cue Moody's to Review Ratings
DANA CORP: Extends Challenge Period for Waiver Fee Payments

DANA CORP: Completes Sale of Coupled Products Business
DRESSER-RAND GROUP: Earns $26.2 Million in Qtr. Ended June 30
EQUINIX INC: Prices Public Offering of 3.66 Mil. Common Stock
FEDDERS CORP: Looking for Bidders for Planned Asset Sale
ENRON CORP: District Court Rejects Citibank MegaClaims Appeal

FIRST MAGNUS: Asks National Bank of Arizona to Return Funds
FIRST MAGNUS: Reconstitution of Committee Membership Denied
FIRST MAGNUS: Selling Construction Loans & Real Estate Assets
FLEXTRONICS INT'L: Unit Wants to Buy Arima's Notebook Operations
FUNCTIONAL RESTORATION: Section 341(a) Meeting Moved to October 3

GENERAL MOTORS: Failed Contract Talks Spurs UAW Work Stoppage
GENERAL MOTORS: Reaches General 'VEBA Trust' Framework with UAW
GENESCO INC: Files Suit Against Finish Line to Consummate Merger
GEORGIA GULF: Poor Financial Profile Cues S&P to Cut Ratings
GLOBAL HOME: Capital Solutions Okayed as Panel's Financial Advisor

GOLF TRUST: Raymond Jones and Fred Reams Resign from the Board
HARMAN INT'L: KKR and GS Capital Cancels Planned Acquisition
HARMAN INT'L: Shares Drop as KKR & Goldman Cancels $8 Bil. Deal
HOMEBANC CORP: $8.5 Million JPMorgan DIP Facility Gets Final Okay
HOMEBANC CORP: Court Gives Final Nod on Cash Collateral Use

HOMEBANC CORP: Wants Freddie Mac & JPM Servicing Deals Approved
HUNT REFINING: Loan Cancellation Cues Moody's to Withdraw Ratings
JARDEN CORP: Richard J. Heckmann Joins Board of Directors
JENKENS & GILCHRIST: Intends to Dispose Client Files by October 15
JON FITZGERALD: Case Summary & 10 Largest Unsecured Creditors

KEVIN WORMLEY: Voluntary Chapter 11 Case Summary
LOCAL INSIGHT: S&P Rates $125.65 Mil. Class B Notes at BB-
LNR CDO: S&P Lifts $43 Mil. Class J Notes' Rating to B+
LNR PROPERTY: S&P Raises $1.7 Billion Loan's Rating to BB
MCARTHUR FOGG: Case Summary & 12 Largest Unsecured Creditors

MIRANT CORP: Texas Court Confirms Mirant Lovett’s Amended Plan
MORGAN STANLEY: Moody's Reviews Ratingon 2002-AM2 Class B-1 Certs.
MORTGAGE LENDERS: Has Until November 5 to Remove Actions
MUSICLAND HOLDING: Panel Enters Settlement with 20th Century Fox
MUSICLAND HOLDING: Wants Emergence Date Extended to October 31

NASDAQ STOCK: Unit Sells 5.3 Million LSE Shares for $194 Million
NATIONAL LAMPOON: Engages Weinberg & Co. as Accountant
NEW CENTURY: Moody's Lowers Ratings on 14 Certificates
NEW JERSEY: S&P Cuts Series 2003 and 1998 Bond's Ratings to CC
NEWPAGE CORPORATION: Stora Deal Cues Moody's to Review Ratings

NORTH AMERICAN: Posts $10.7 Million Net Loss in Qtr. Ended July 31
NORTHWESTERN CORP: S&P Revises Outlook to Positive from Stable
NOVA CHEMICALS: Moody's Affirms Corporate Family Rating at Ba3
OFFICEMAX INC: Earns $27.4 Million in Quarter Ended June 30
OPTION ONE: Moody's Downgrades Ratings on Two Cert. Classes

PAUL KIMBALL: Case Summary & Five Largest Unsecured Creditors
PIERRE FOODS: Expects Default in Sr. Credit Facility Covenant
RH DONNELLEY: Raises 2007 Guidance to Include Business.com
RISKMETRICS GROUP: Merges All Units, Drops ISS and CFRA Labels
RURAL/METRO CORP: 2007 Annual Stockholders Meeting Set on Feb. 28

RURAL/METRO CORP: Ratifies Contract with Union to Increase Pay
SALEM COMMUNICATIONS: Moody's Holds Ba3 Corporate Family Rating
SP NEWSPRINT: Poor Cash Flow Cues S&P's Negative CreditWatch
SPX CORPORATION: Inks New $2.3 Billion Senior Credit Facility
SUSSER HOLDINGS: S&P Places Corporate Credit Rating at B+

TENSAR CORP: S&P Lifts Corporate Credit Rating to B
TERWIN MORTGAGE: Low Bond Levels Cue Moody's to Cut Ratings
TRIGEM COMPUTER: Representative Files 2nd Section 1518(1) Report
TWEETER HOME: Stipulation on NewCo's Advance of Funds Approved
TWEETER HOME: Wants Plan Filing Deadline Moved to Feb. 6, 2008

VOLT INFORMATION: Fitch Holds BB Issuer Default Rating
WACHOVIA BANK: Fitch Affirms Low-B Ratings on Six Cert. Classes
WATERFORD GAMING: Moody's Lifts Corporate Family Rating to Ba3
WATERFORD GAMING: S&P Rates Proposed $128.5 Mil. Sr. Notes at BB-
WESTWAYS FUNDING: Fitch Cuts Ratings on Five Note Classes

WINN-DIXIE: Board Elects Gregory P. Josefowicz as Lead Director
WINSTAR COMMS: Lucent Says Bankruptcy Court’s Decision was Wrong
WR GRACE: Ninth Circuit Reinstates Libby Conspiracy Charge
YUKOS OIL: Completes Yukos Finance Sale to OOO Promneftstroy
YUKOS OIL: Faces Fresh RUR273 Bil. Tax Claim on Auction Proceeds

* 27 Cohen & Grigsby Lawyers Included in America's Best in 2008

                             *********

AAMES MORTGAGE: Moody's Reviews Rating on 2001-4 Class B Certs.
---------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade three certificates from two transactions, issued by
Aames Mortgage Trust in 2001 and Morgan Stanley Dean Witter in
2002.  The transactions are backed by first lien adjustable- and
fixed-rate mortgage loans originated by Aames Financial
Corporation.

The three subordinate certificates are placed under review for
possible downgrade because existing credit enhancement levels may
be low given the current projected losses on the underlying pools.  
The transactions have taken significant losses causing gradual
erosion of the overcollateralization.

Moody's complete rating actions are:

Issuer: Aames Mortgage Trust

Review for Downgrade:

   -- Series 2001-4; Class M-2 current rating A2, under review
      for possible downgrade;

   -- Series 2001-4; Class B, current rating Ba3, under review
      for possible downgrade.

Issuer: Morgan Stanley Dean Witter Capital I Inc. Trust

Review for Downgrade:

   -- Series 2002-AM2; Class B-1, current rating B3, under review
      for possible downgrade


ADVA-LITE INC: Exclusive Solicitation Period Extended to Dec. 15
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended,
until Dec. 15, 2007, Adva-Lite Inc. and its debtor-affiliates'
exclusive period to solicit acceptances for their joint Chapter 11
Plan of Liquidation.

As reported in the Troubled Company Reporter on Sept. 12, 2007,
the Debtors related to the Court that the extension is necessary
due to the Debtors' continued reconciliation of claims and
expenses against the estate, as well as the commencement of
attempts to recover litigation claims.

The liquidation analysis in the Debtors' disclosure statement
estimated $592,792 would be required to pay all administrative
expenses at the time of confirmation of the plan.  The liquidation
analysis also estimated the liability on priority tax claims would
total $783,296.  These estimates were made prior to the July 27,
2007 deadline for parties to file administrative expense
applications and prior to the Aug. 27, 2007 government claim bar
date.

Presently, the Debtors estimated that administrative expenses will
total about $389,150 at confirmation and allowed priority tax
claims have been filed totaling about $463,622.

The Debtors have been working to reduce administrative expenses
and priority tax claims and to work with the Official Committee of
Unsecured Creditors to incorporate the value of estimated
litigation-based recoveries into the liquidation analysis.

The Debtors told the Court that the U.S. Trustee for Region 3 and
the Official Committee of Unsecured Creditors have no objection to
this request.

                       About Adva-Lite Inc.

Headquartered in Largo, Florida, Adva-Lite Inc., together with
Corvest Promotional Products Inc., and four other affiliates,
sought chapter 11 protection on Feb. 28, 2007 (Bankr. D. Del.
Lead Case Nos. 07-10264).  The four affiliates filing separate
chapter 11 petitions are Toppers LLC, CGI Inc., It's All Greek To
Me Inc., and Corvest Group Inc.

Adva-Lite, It's All Greek, and Toppers are subsidiaries of Corvest
Promotional.  Adva-Lite manufactures and markets personal lighting
gizmos, writing instruments, beverageware, and tools.  It's All
Greek provides custom plush products.  Toppers offers sports bags,
totes, luggage, caps, and other business accessories.

Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger
Singerman, P.A., represent the Debtors.  Michael R. Nestor, Esq.,
Kara Hammond Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP,
is the Debtors co-counsel.  Houlihan Lokey Howard & Zukin Capital,
Inc. serve as financial advisor and investment banker to the
Debtors.  Lowenstein Sandler PC represent the Official Committee
of Unsecured Creditors while Reed Smith LLP is the Committee's
Delaware counsel.  Mahoney Cohen & Company, CPA P.C. is the
financial advisor to the Committee.  In amended schedules filed
with the Court, Adva-Lite disclosed total assets of $7,033,526 and
total debts of $48,897,227.


ALERIS INTERNATIONAL: Will Close Tennessee Plant by November 20
---------------------------------------------------------------
Aleris International Inc. will shut down and permanently close its
manufacturing facility in Dickson, Tennessee, by Nov. 20, 2007.  

The Dickson plant was part of Aleris's acquisition of Wabash
Alloys LLC.
    
The Dickson plant produces specification aluminum alloys, which
are delivered to customers in both ingot and molten form.  The
plant has approximately 67 employees.  

Production will be transferred to other Aleris facilities.  
    
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 57 production facilities in North America, Europe, South
America and Asia, and employs approximately 9,200 employees.

                          *    *    *

Standard & Poor's assigned Aleris International Inc. a B+ senior
secured first-lien term loan rating with a '2' recovery rating.


ALLMERICA CBO: Fitch Affirms Junk Rating on $90 Mil. Senior Notes
-----------------------------------------------------------------
Fitch downgrades one class of notes issued by Allmerica CBO I Ltd.  

These rating actions are effective immediately:

   -- $22,226,341 senior notes downgraded to 'B/DR2' from 'BB';
   -- $90,609,197 second priority senior notes remain at 'C/DR6'.

Allmerica CBO is a collateralized bond obligation managed by Opus
Investment Management Inc., which closed June 11, 1998.  Allmerica
exited its reinvestment period in June 2003 and is composed of
about 69% high yield corporate bonds, 20% structured finance and
11% sovereign securities.  Included in this review, Fitch
discussed the current state of the portfolio with the asset
manager.  In addition, Fitch conducted cash flow modeling
utilizing various default timing and interest rate scenarios to
measure the breakeven default rates going forward relative to the
cumulative default rates associated with the current ratings of
the note liabilities.

The downgrade is the result of structural features in the
waterfall allowing principal collections to be used for the
payment of interest on the second priority senior notes, provided
that the senior coverage tests are in compliance.  The senior
overcollateralization ratio has been out of compliance for several
years.  According to the most recent Aug. 24, 2007 trustee report
the senior OC test has improved to 120.74% from 111.68% at the
last review on July 5, 2005, still failing the trigger of 126.5%.  
Additionally, the senior IC test is now passing at 149.13% from
118.50% at the last review, with a trigger of 143.70%.  Once the
senior coverage tests come into compliance, principal proceeds
will leak to the payment of current interest due on the second
priority notes regardless of the consequences to the Senior OC
Test as a result of these payments.

As a result of the failing coverage tests, all principal and
interest proceeds have been diverted to amortize the senior notes
since the last review.  The senior notes have delevered a total of
92% of their original balance since close and 34% of their
original balance since the last review on July 5, 2005. According
to the most recent trustee report, there are $25 million of
performing collateral debt securities, of which 35% mature after
the deal's maturity.  Allmerica CBO is no longer in the
reinvestment period and can only sell credit risk, credit
improved, or defaulted securities.

Given the prior downgrades on the rated notes, a security can only
be considered credit risk and thus sold once it has been
downgraded at least one rating subcategory since being acquired.  
The credit quality of the portfolio has remained stable.  

According to the Aug. 24, 2007 trustee report the weighted average
coupon has decreased to 8.12% from 8.21% at the last review.  The
weighted average rating factor has improved slightly to 'B' from
'B-/B'.

The second priority notes have not received any payments since the
last review.  They have capitalized a total of $34.1 million in
interest since close, and $12.3 million since the last review.

The rating of the senior notes addresses the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The ratings of the
second priority senior notes addresses the likelihood that
investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.

As a result of this analysis, Fitch has determined that the
current ratings assigned to the senior notes no longer reflect the
current risk to noteholders.


AMNEX INC: U.S. Trustee Wants Case Converted to Chapter 7
---------------------------------------------------------
The U.S. Trustee for Region 2 asks the U.S. Bankruptcy Court for
the Southern District of New York to convert the chapter 11 cases
of AMNEX, Inc. and American Network Exchange, Inc., to chapter 7
liquidation proceedings.

The U.S. Trustee contends that:

     * the Debtors failed to propose or confirm a plan during the
       eight years that their cases have been pending;

     * the Debtors are delinquent in filing their monthly
       operating reports; and

     * the Debtors are also delinquent in paying their quarterly
       fees to the Office of the U.S. Trustee.

The Trustee says that these reasons can be cited as "cause" for
the Debtors’ cases to be converted.  In the alternative, the
Trustee asks the Court to dismiss the Debtors’ chapter 11 cases.

The Court has set a hearing at 9:30 a.m., on Oct. 17, 2007, to
consider the U.S. Trustee’s request.

AMNEX, Inc. and American Network Exchange, Inc., dba AMNEX, aka
AMNEX Acquisition Corp., filed for chapter 11 protection on May 5,
1999 (Bankr. S.D.N.Y. Case Nos. 99-21110 and 99-21111).  On
May 19, 1999, the cases where transferred to Manhattan from White
Plains and consolidated the cases under Case No. 09-43019.

On May 10, 1999, a subsidiary, Crescent Public Communications,
Inc. also filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 99-10183).  Crescent’s case however wasn’t consolidated with
AMNEX’s.

Attorneys at Traiger & Hinckley LLP, Rosenman & Colin, LLP, and
Otterbourg, Steindler, Houston & Rosen, represent the Debtors.  
Ravin, Sarasohn, Cook, Baumgarten, Fisch & Rosen, P.C.,
represented the Official Committee of Unsecured Creditors.  On
April 27, 2000, the Court approved Lowenstein Sandler, P.C., as
substitute counsel.


ASAT HOLDINGS: Low Equity Prompts Nasdaq's Delisting Notice
-----------------------------------------------------------
ASAT Holdings Limited received a Nasdaq Staff Determination letter
dated Sept. 17, 2007, indicating that the company's market value
of listed securities has been below $35,000,000 as required for
continued inclusion by Marketplace Rule 4320(e)(2)(B) and that its
American Depositary Shares are, therefore, subject to delisting.

The company was also notified by Nasdaq that it does not comply
with the minimum stockholders' equity of $2,500,000 or net income
from continuing operations of $500,000 in the completed fiscal
year or in two of the last three completed fiscal years, which are
also requirements for continued listing on The Nasdaq Capital
Market.
   
The company will request an appeal hearing before a Nasdaq Listing
Qualifications Panel to avoid delisting and expects to have a
hearing date scheduled in 30 to 45 days.  During the appeal
hearing process, the company's ADSs will remain listed and traded
on The Nasdaq Capital Market.
    
There can be no assurance that the Panel will grant the company's
request for continued listing.  If the company's ADSs are delisted
from The Nasdaq Capital Market, the company expects that its ADSs
will trade on the Over-the-Counter Bulletin Board market.
    
The company has separately received a Nasdaq letter that the
company's ADSs did not meet the minimum $1 per ADS requirement for
continued inclusion on The Nasdaq Capital Market as set
forth in Nasdaq Marketplace Rule 4310(c)(4).  This requirement has
not been satisfied to date, and in accordance with Marketplace
Rule 4310(c)(8)(D), the company has until Jan. 28, 2008, to regain
compliance with such rule.
      
Headquartered in Pleasanton, California, ASAT Holdings Limited
(Nasdaq: ASTT) -- http://www.asat.com/-- provides semiconductor  
package design, assembly and test services.  With 18 years of
experience, the company offers a definitive selection of
semiconductor packages and manufacturing lines.  ASAT's package
portfolio includes standard and high thermal performance ball grid
arrays, leadless plastic chip carriers, thin array plastic
packages, system-in-package and flip chip.  The company has
operations in the United States, Hong Kong, China and Germany.

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


ATLANTIS PLASTICS: S&P Junks Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Atlantis
Plastics Inc., including the corporate credit rating to 'CCC-'
from 'CCC+'.  All ratings remain on CreditWatch with negative
implications, where they were placed on Aug. 1, 2007.  As of June
30, 2007, the Atlanta, Georgia-based company had $206 million of
debt outstanding.

The original CreditWatch placement followed the company's
announcement that it is in default of certain financial covenants
under its secured credit facility.  The company continues to work
with its lenders to obtain a waiver and amendments to the credit
facility.

Atlantis had previously received a waiver for the Sept. 30, 2006,
quarter and amendments to financial covenants for the subsequent
quarters.

"The downgrade reflects our heightened concerns regarding the
company's negotiations with its lenders, given current difficult
credit market and industry conditions," said Standard & Poor's
credit analyst Anna Alemani.

Atlantis' operating results and free cash flow have been under
pressure because of the difficult raw material cost environment
and the company's significant exposure to the industrial and
housing end-markets.

Standard & Poor's will continue to monitor Atlantis' efforts to
obtain a waiver and amend its financial covenants and its ability
to restore liquidity.  S&P could lower the ratings in the very
near term if appropriate amendments to bank agreements are not put
in place, or if operations or liquidity deteriorate further.

Atlantis, which has annual revenues of about $400 million, has a
competitive position in plastic films, including stretch films and
custom films (about 64% of revenues).


BCE INC: Canadian Competition Bureau Clears Teachers' Private Deal
------------------------------------------------------------------
BCE Inc. has been informed by the Canadian Competition Bureau that
the Bureau's review of the proposed acquisition of BCE by an
investor group led by Teachers' Private Capital, the
private investment arm of the Ontario Teachers' Pension Plan,
Providence Equity Partners Inc. and Madison Dearborn Partners,
LLC, has been completed favorably.

Headquartered in Montreal, Quebec, BCE Inc. (TSX/NYSE: BCE) --
http://www.bce.ca/-- is a communications company, providing   
comprehensive and innovative suite of communication services to
residential and business customers in Canada.  Under the Bell
brand, the company's services include local, long distance and
wireless phone services, high-speed and wireless Internet access,
IP-broadband services, information and communications technology
services (or value-added services) and direct-to-home satellite
and VDSL television services.  Other BCE holdings include Telesat
Canada and an interest in CTVglobemedia.

                          *     *     *

As reported in the Troubled Company Reporter on July 5, 2007,
Fitch Ratings downgraded BCE Inc.'s issuer default rating and
senior unsecured debt rating to BB- from BBB+.


BCE INC: Shareholders Okay Acquisition by Teachers' Private
-----------------------------------------------------------
BCE Inc.'s shareholders overwhelmingly approved the plan of
arrangement involving BCE and a consortium led by Teachers'
Private Capital, the private investment arm of the Ontario
Teachers' Pension Plan, Providence Equity Partners and Madison
Dearborn Partners.  The arrangement involves the acquisition by
the consortium of all outstanding common and preferred shares
of BCE.  Common shareholders will receive $42.75 per share,
representing a 40% premium over the average closing price of BCE
common shares for the three-month period ending on March 28, 2007,
the last trading day before there was public speculation about a
possible transaction involving BCE.

The arrangement was approved at a Special Meeting of shareholders
on Sept. 21, 2007, by more than 97% of the votes cast by holders
of common and preferred shares, voting as a single class, greatly
exceeding the required 66 2/3% approval.  Of the total outstanding
common and preferred shares, 62.5% were voted at the meeting
either in person or by proxy.

The closing of the transaction is subject to customary conditions,
including the receipt of regulatory approvals.

As reported in the Troubled Company Reporter on Sept. 13, 2007,
the motion seeking a Final Order approving the proposed plan of
arrangement is scheduled to be heard by the Superior Court of
Quebec, sitting in the Commercial Division in and for
the district of Montreal, at the Montreal Courthouse, located at 1
Notre-Dame Street East in Montreal, Quebec, in room 16.12, on
Wednesday, Oct. 10, 2007, at 9:30 a.m.

The transaction is expected to close in the first quarter of 2008.

BCE will advise shareholders closer to the time of closing about
the procedures for surrendering and receiving payment for their
shares.

Headquartered in Montreal, Quebec, BCE Inc. (TSX/NYSE: BCE) --
http://www.bce.ca/-- is a communications company, providing   
comprehensive and innovative suite of communication services to
residential and business customers in Canada.  Under the Bell
brand, the company's services include local, long distance and
wireless phone services, high-speed and wireless Internet access,
IP-broadband services, information and communications technology
services (or value-added services) and direct-to-home satellite
and VDSL television services.  Other BCE holdings include Telesat
Canada and an interest in CTVglobemedia.

                          *     *     *

As reported in the Troubled Company Reporter on July 5, 2007,
Fitch Ratings downgraded BCE Inc.'s issuer default rating and
senior unsecured debt rating to BB- from BBB+.


BRANDYWINE REALTY: Paying $0.44/Share Cash Dividend on Oct. 19
--------------------------------------------------------------
Brandywine Realty Trust's board of trustees has declared a cash
dividend for the third quarter of 2007 of $0.44 per common share,
payable on Oct. 19, 2007, to holders of record on Oct. 5, 2007.

The board also declared dividends for the third quarter of 2007 of
$0.46875 and $0.460938 for the 7.50% Series C Cumulative
Redeemable Preferred Shares and 7.375% Series D Cumulative
Redeemable Preferred Shares, each payable on Oct. 15, 2007, to
holders of record on Sept. 30, 2007, of the Series C and Series D
Preferred Shares.

Headquartered in Radnor, Pennsylvania, Brandywine Realty Trust
(NYSE: BDN), http://www.brandywinerealty.com/-- is one of the     
full-service, integrated real estate companies in the
United States and is focused primarily on the ownership,
management and development of class A, suburban and urban office
buildings in selected markets aggregating approximately 42 million
square feet.

                          *     *     *

Fitch assigned a 'BB+' rating on Brandywine Realty Trust's
Preferred Stock.  The outlook is positive.


BROOKLYN HOSPITAL: Judge Craig Confirms Amended Chapter 11 Plan
---------------------------------------------------------------
The Honorable Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York confirmed Brooklyn Hospital Center
and its debtor-affiliate, Caledonian Health Center Inc.'s Second
Amended Joint Chapter 11 Plan of Reorganization.

                       Treatment of Claims

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

Priority Non-Tax Claims will also be paid in full, in cash, after
the effective date of the Plan.

At the Debtors' absolute discretion, the Dormitory Authority of
the State of New York's secured claims relating to a Loan
Agreement dated April 29, 1998 and a Loan Agreement dated
March 25, 1999, will either receive cash equal to the claims or
have the claims reinstated.

On the Effective Date, holders of Other Secured Claim will either:

    (a) have the legal, equitable and contractual rights to their
        claims remain unaltered;

    (b) regain the collateral securing their claim; or

    (c) have their claim reinstated.

General unsecured creditors will receive a pro rata share of the
cash for unsecured claims and a pro rata share of the proceeds of
the Creditor Trust Assets.

Holders of Allowed Full Insurance MedMal Claims against the
Debtors will receive cash solely from the proceeds of the
insurance policies issued to the Debtors pursuant to the insurance
program developed by and between the Debtors and the Combined
Coordinating Council, Inc., CCC Insurance Corp. and CCC Insurance
Company, Limited.

Holders of Limited Insurance MedMal Claims on the other hand, will
receive a pro rata share of the cash allotted for its class.

Intercompany Claims will be deemed cancelled and extinguished.

A full-text copy of Brooklyn Hospital's 2nd Amended Chapter 11
Plan of Reorganization is available for a fee at:

   http://www.researcharchives.com/bin/download?id=070918222328

Headquartered in Brooklyn, New York, The Brooklyn Hospital
Center -- http://www.tbh.org/-- provides a variety of inpatient   
and outpatient services and education programs to improve
the well being of its community.  The Debtor, together with
Caledonian Health Center, Inc., filed for chapter 11 protection on
Sept. 30, 2005 (Bankr. E.D.N.Y. Case No. 05-26990).  Lawrence M.
Handelsman, Esq., and Eric M. Kay, Esq., at Stroock & Stroock &
Lavan LLP represent the Debtors in their restructuring efforts.
Glenn B. Rice, Esq., at Otterbourg, Steindler, Houston & Rosen,
P.C., represents the Official Committee of Unsecured Creditors.
Mark Dominick Alvarez at Alvarez & Marsal, LLC, serves as the
Committee's financial advisor.  When the Debtors filed for
protection from their creditors, they listed $233,000,000 in total
assets and $337,000,000 in total debts.


CALPINE CORP: Files Third Amended Plan of Reorganization
--------------------------------------------------------
Calpine Corporation and certain of its subsidiaries have filed a
third Amended Plan of Reorganization and related Disclosure
Statement with the United States Bankruptcy Court for the Southern
District of New York.

The Amended Plan generally maintains all key terms provided under
Calpine's previously filed Plans, and the Disclosure Statement has
been amended to address certain objections to the Debtors' motion
to approve the Disclosure Statement, which is set to be heard by
the U.S. Bankruptcy Court on Sept. 25, 2007.  Calpine remains on
track to have the Amended Plan confirmed during the Fourth Quarter
2007.

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

Allowed claims are anticipated to range from $20.3 billion to
$22.0 billion after completion of Calpine's claims objection,
reconciliation, and resolution process.  Under this range of
potential allowed claims, general unsecured creditors will receive
from 95% to 100% of their allowed claims.

For existing holders of allowed interests (primarily holders of
existing Calpine common stock) and holders of allowed subordinated
equity securities claims, Calpine currently estimates that their
return would be approximately $1.94 per existing share of Calpine
common stock (calculated assuming the midpoint of the
reorganization value).  Because disputed claims and the total
enterprise value of Calpine upon its emergence have not yet been
finally adjudicated, no assurances can be given that actual
recoveries to creditors and interest holders will not be
materially higher or lower.

Calpine's Amended Plan and Disclosure Statement are available at
http://www.kccllc.net/calpine/

                    About Calpine Corporation

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

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

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  The hearing to consider
the adequacy of the Disclosure Statement has been reset to Sept.
25, 2007.


CARDIMA INC: Plans to Restate December 2006 Financial Statements
----------------------------------------------------------------
In response to the Securities and Exchange Commission's comment
letter dated June 22, 2007, Cardima Inc. intends to restate its
Dec. 31, 2006 financial statements.  After further research by the
company, the loan financing with Apix that was completed in
February 2006 should be treated as a debt extinguishment in the
first quarter of 2006.  As a result, an additional liability of
$400,000 was accrued and is reflected on the restated March and
June 30, 2006 financial statements that were included in footnote
1 to the company's quarterly report on Form 10-QSB for the quarter
ended June 30, 2007.  Also about $1,000,000 in amortized fees
previously recognized in the three months ended June 30, 2006 were
accelerated to the quarter ended March 31, 2006.  

Headquartered in Fremont, California, Cardima Inc. (OTC BB:
CRDM.OB) -- http://www.cardima.com/-- has developed the   
PATHFINDER(R) series of diagnostic catheters, the REVELATION(R)
series ablation system and the Surgical Ablation System for the
diagnosis and treatment of tachycardias.  The REVELATION(R) series
with the INTELLITEMP energy management system was developed for
the treatment of atrial fibrillation (AF) originating in the
pulmonary veins of the heart and received CE mark approval in
Europe.  The Surgical Ablation System (SAS) with an INTELLITEMP
received a 510(K) approval in the U.S. by the FDA.  The PATHFINDER
and the REVELATION family of devices are intended for use in the
Electro-physiology (EP) market and the Surgical Ablation System
(SAS) for use in the surgical market.

Cardima Inc.'s consolidated balance sheet at June 30, 2007, showed
$3 million in total assets and $18.3 million in total liabilities,
resulting in a $15.3 million total stockholders' deficit.

                     Going Concern Doubt

Marc Lumer & Company, in San Francisco, expressed substantial
doubt about Cardima Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2006.  The auditing firm pointed to the
company's recurring losses from operations.


CATHOLIC CHURCH: Spokane Lawyers Reduce Fees to $8.3 Million
------------------------------------------------------------
Professionals in the Diocese of Spokane's Chapter 11 case
consented to a 5% reduction of their legal bills producing an
extra $400,000 for abuse victims.

The agreed reduction brings down the total amount of fees to
roughly $8,300,000, says The Spokesman-Review.   

The Diocese and the attorneys in five firms signed the agreement
on September 17, 2007.  The U.S. Trustee's Office, and Foster
Pepper PLLC, which represents 85 tort claimants, also signed the
agreement.
  
The professionals, which initially sought more than $10,000,000
for services ranging from legal advice to accounting work and
appraisals, voluntarily agreed to reduce their total fees in these
amounts:

    Paine Hamblen Coffin Brooke & Miller LLP     $185,715
    Gordon, Murray, Tilden, LLP                   $19,451
    Pachulski Stang Ziehl & Jones LLP            $118,593
    Esposito, George & Campbell, PLLC             $22,241
    Riddell Williams P.S.                        $185,715

Once approved by Judge Patricia Williams of the U.S. Bankruptcy
Court for the Eastern District of Washington, the agreement would
end the legal fees fight, which is one of the last remaining
issues in the Spokane Diocese's Chapter 11 case.

The court-appointed trustee, Gloria Nagler, Esq., will receive
about $37,000,000 by an October 1 fund deadline, and another
$10,000,000 by years end, Shaun Cross, Esq., counsel from Paine
Hamblen told The Spokesman-Review.

Judge Gregg W. Zive, retired chief bankruptcy judge of the U.S.
Bankruptcy Court for the District of Nevada and the mediator of
the Diocese's bankruptcy case, has approved the agreement and
recommends it for reconsideration by Judge Williams at the time of
the final hearing on the professionals' fee applications.  
As a result, the settlement conference with Judge Zive scheduled
for September 20, 2007, in Reno, Nevada, was canceled.

The parties have requested Judge Williams to move the final
hearing on the fee applications from Oct. 23, 2007, to Oct. 1,
2007.

                   About The Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan
to the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  On April 24,
2007, the Court confirmed Spokane's 2nd Amended Joint Plan.  That
plan became effective on May 31, 2007.


CBRE REALTY: Fitch Affirms BB Rating on $20 Mil. Class K Notes
--------------------------------------------------------------
Fitch affirms all classes of CBRE Realty Finance CDO 2006-1, Ltd
as:

   -- $375,000,000 class A-1 floating-rate notes at 'AAA';
   -- $33,000,000 class A-2 floating-rate notes at 'AAA';
   -- $34,500,000 class B floating-rate notes at 'AA';
   -- $15,000,000 class C floating-rate notes at 'A+';
   -- $13,500,000 class D floating-rate notes at 'A+';
   -- $9,000,000 class E floating-rate notes at 'A-';
   -- $10,500,000 class F floating-rate notes at 'A-';
   -- $13,500,000 class G floating-rate notes at 'BBB+';
   -- $4,500,000 class H floating-rate notes at 'BBB+';
   -- $24,000,000 class J floating-rate notes at 'BBB-';
   -- $20,250,000 class K fixed rate notes at 'BB'.

                          Deal Summary

CBRE Realty Finance CDO 2006-1, Ltd. (CBRE 2006-1) is a
$600,000,000 revolving commercial real estate cash flow
collateralized debt obligation that closed on March 28, 2006.

As of the Aug. 21, 2007 trustee report and based on Fitch
categorizations, the CDO was substantially invested as:

   i. commercial mortgage whole loans/A-notes (51.1%),
  ii. mezzanine debt (19.9%),
iii. B-notes (10.3%),
  iv. CMBS (17.9%) and
   v. cash (0.8%).

The CDO is also permitted to invest in CDOs of commercial real
estate loans, senior secured REIT debt, real estate bank loans,
and credit tenant lease loans.

The portfolio is selected and monitored by CBRE Realty Finance
Management LLC.  CBRE 2006-1 has a five-year reinvestment period
during which, if all reinvestment criteria are satisfied,
principal proceeds may be used to invest in substitute collateral.  
The reinvestment period ends in April 2011.  During the
reinvestment period if the collateral manager cannot identify
substitute collateral, at the discretion of the collateral
manager, the notes may be redeemed either pro-rata, if certain
criteria are met, or otherwise sequentially.

Following the reinvestment period, interest and principal payments
will be made to all classes of notes on a sequential basis,
beginning with the class A notes.  Discretionary trading during
the reinvestment period is limited to 10% of the net outstanding
collateral balance per annum.

                        Performance Summary

As of the August 2007 trustee report, the Fitch poolwide expected
loss is 25.875%, compared to the covenant of 31.625%. The PEL was
21% at last review and 23.50% at closing.  The current cushion of
5.75% provides below average reinvestment flexibility to the
manager.

Since the last review, the CDO has added six new loans and one new
CMBS bond which together replaced five loans and two CMBS bonds.  
Overall, the credit metrics of the securities have been maintained
with a weighted average rating factor of 'BB+/BB'.  Although the
loans remaining in the portfolio have improved as their business
plans were executed and the properties approach stabilization, the
recently added loans are in the beginning stages of their business
plans.

The main drivers for the increase in the PEL are:

   i. the addition of a mezzanine interest in a construction
      project;

  ii. more transitional higher leveraged whole loans; and

iii. more subordinate debt.

Additionally, Fitch increased the expected loss of a B-note
secured by Manhattan House, a New York City condominium
conversion.  Fitch increased this loan's expected loss to reflect
the litigation between the sponsorship and the depletion of the
interest reserve.

A positive development since the last review has been the
repurchase by the issuer of a Fitch Loan of Concern.  In March
2007, a condo conversion loan, which was noted as having slow
sales, was bought out from the CDO at par plus accrued.  The
sponsor was overextended on other projects and had been unable to
make loan payments.  The CDO was kept current by another entity of
CBRE for the months of January and February 2007.

The weighted average spread has increased since last review, to
3.77% from 3.51%.  The weighted average coupon has also increased
since last review to 7.10% from 6.8%.  Both the WAS and WAC remain
above their respective covenants.  The weighted average life of
loans and CMBS has decreased since last review to 3.9 years from
4.7 years, below the covenant of 5 years.  The average weighted
life of 3.9 years implies the loans will fully turnover during the
reinvestment period.

The overcollateralization and interest coverage ratios of classes
A through G remain stable; each class is above its covenant, as of
the August 2007 trustee report.

                       Collateral Analysis

The pool consists of 81.3% CRE loans, 17.9% CMBS, and 0.8% cash.  
Fitch and the asset manager includes any future funding obligation
within its classification of the assets.  Currently, $7.1 million
of future funding obligations exist within the CDO.  The CDO
collateral continues to be weighted more heavily towards whole
loans and A-notes (51.1%), however, exposure to subordinate debt
has increased.  Subordinate debt generally carries higher expected
losses than whole loans/A-notes.

The credit metrics of the deal have worsened, as measured by the
overall stressed debt service coverage ratio and loan to value.  
Since last review, stressed DSCR has decreased to 1.07x from 1.14x
and stressed LTV has increased to 112.6% from 101.2%.  The Fitch
Loan Diversity Index has worsened slightly as the portfolio has
become more concentrated since the last review (to 342 from 329).  
The pool is considered to have average diversity relative to other
CRE CDOs.

The CDO is in compliance with all its reinvestment covenants.  
Since the last review and based on Fitch categorizations, the
largest percent of more operator-intensive assets are still
hotels; however the portfolio's exposure to this property type has
declined to 8.7% from 15.9%.  Although the condominium conversion
exposure has decreased since close (3.5% from 5.2%), one of the
Fitch Loans of Concern is B-note secured by Manhattan House.  The
office property type still remains the largest percentage (38.7%)
of the loan portfolio.

                        Rating Definitions

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

Upgrades during the reinvestment period are unlikely given that
the pool could still migrate to the modeled PEL.  The Fitch PEL is
a measure of the hypothetical loss inherent in the pool at the
'AA' stress environment before taking into account the structural
feature of the CDO liabilities.  Fitch PEL encompasses all loan,
property, and poolwide characteristics modeled by Fitch.

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


CBRL GROUP: CFO Lawrence White to Retire on February 1, 2008
------------------------------------------------------------
Lawrence E. White will retire as CBRL Group Inc.'s senior vice
president and chief financial officer, effective Feb. 1, 2008, and
that a search for a successor would begin.

"I am extremely proud of our accomplishments during the past
several years and especially of Larry's contributions," Michael A.
Woodhouse, chairman and chief executive officer, said.  "We are
very fortunate to have had him on the CBRL team while we went
through our turnaround and most recently, through our very
successful recapitalization initiatives and divestiture of our
Logan's Roadhouse business last year.  He will definitely be
missed.  We are launching a nationwide search for a successor and
expect to have someone on board by the time Larry retires.  The
company noted that it has an 18-month consulting arrangement with
White in order to ensure a smooth transition."

"In my eight years here, this company and its executive team have
consistently delivered on the vision Mike set forth when he became
COO and subsequently, chairman and CEO," Mr. White said.  "We have
a superb brand, a powerful position nationally and in our 41-state
region and solid management teams in both the finance and the
senior executive leadership.  I wish Mike and the senior
management team all the best in achieving new heights as they
continue our mission of Pleasing People.  I am also pleased to
offer my continuing assistance through the transition, but I am
looking forward to starting this new chapter in my life."

Headquartered in Lebanon, Tennessee, CBRL Group Inc. (NASDAQ:
CBRL) -- http://www.cbrlgroup.com/-- operates 564 Cracker Barrel  
Old Country Store(R) restaurants and gift shops located in 41
states.

                         *     *     *

As reported in the Troubled Company Reporter on June 20, 2007,
Moody's Investors Service revised the ratings outlook of CBRL
Group Inc. to negative from stable.  In addition, Moody's affirmed
the company's Ba2 corporate family rating and Ba2 senior secured
rating (LGD3, 36%).


CBRL GROUP: Paying $0.18/Share Quarterly Dividend on November 5
---------------------------------------------------------------
CBRL Group Inc.'s board of directors has increased the company's
quarterly dividend by 29%, declaring a regular quarterly dividend
of $0.18 per share, an increase from the previous quarterly
dividend of $0.14 per share.  The dividend is payable on Nov. 5,
2007, to shareholders of record on Oct. 19, 2007.

The board has also approved a stock repurchase program for up to
1,000,000 shares of its outstanding shares of common stock.  There
is no expiration date on the repurchase authorization and
repurchases may be made from time to time through open market
purchases at management's discretion, including through
implementation of share repurchase plans pursuant to Rule 10b5-1
as promulgated by the Securities and Exchange Commission.

Headquartered in Lebanon, Tennessee, CBRL Group Inc. (NASDAQ:
CBRL) -- http://www.cbrlgroup.com/-- operates 564 Cracker Barrel  
Old Country Store)R) restaurants and gift shops located in 41
states.

                         *     *     *

As reported in the Troubled Company Reporter on June 20, 2007,
Moody's Investors Service revised the ratings outlook of CBRL
Group Inc. to negative from stable.  In addition, Moody's affirmed
the company's Ba2 corporate family rating and Ba2 senior secured
rating (LGD3, 36%).


CHICAGO H&S: Hotel 71 Mezz Selling Collateral on October 3
----------------------------------------------------------
A secured lender will be selling its collateral securing the
obligation owed to it by Chicago H&S Senior Investors LLC.

Hotel 71 Mezz Lender LLC's collateral consists of 100% of
Chicago H&S Senior Investors LLC's limited liability company
interest in Chicago H&S Hotel Property LLC.

Chicago H&S Hotel Property LLC is believed to be the owner
of a fee simple title to a premises located at 71 East
Wacker Drive, in Chicago, Illinois, commonly known as
Hotel 71.

Public sale of the collateral will be on Oct. 3, 2007,
10:30 a.m., at the offices of Akin Gump Strauss Hauer &
Feld LLP, Conference Room 22N, 22nd Floor, No. 590 Madison
Avenue, in New York City.

Headquartered in Chicago, Illinois, Chicago H&S Senior
Investors LLC filed a chapter 11 petition on March 2, 2007
(Bankr. N.D. Ill. Case No. 07-03783).  Ronald Peterson, Esq., at
Jenner & Block represents the Debtor in its restructuring efforts.  
When the company sought protection from its creditors, it listed
assets and debts of $1 million to $100 million.


CHIQUITA BRANDS: Fined $25 Million by U.S. Federal Court
--------------------------------------------------------
The U.S. Federal Court has ordered Chiquita Brands International
to pay $25 million in fines for paying millions of dollars to
Colombian terrorist groups from 1997 to 2004, Agence France-
Presse reports.

Agence France notes that Chiquita Brands pleaded guilty to
paying some $1.7 million to Colombian paramilitary group United
Self-Defense Committees of Colombia.

Chiquita Brands explained to the Business Courier of Cincinnati
that the payments were made by a former unit due to threats to
the safety of workers.

According to Agence France, the Honorable Royce Lamberth has
authorized an accord between Chiquita Brands and the US
government in March 2007 that spared company officials.

Agence France relates that the prosecution has agreed not to
name or prosecute Chiquita Brands executives who were involved
in paying the terrorist groups.

The Business Courier notes that the U.S. Department of Justice
decided not to file charges against 10 Chiquita Brands
executives for allegedly facilitating the bribes.

Meanwhile, Chiquita Brands still faces a civil lawsuit filed in
the district court of New Jersey in July 2007 by families of the
terrorists' victims, Agence France says.  The complainants are
seeking for unspecified damages.  They claimed that Chiquita
Brands funded and armed terrorist organizations to maintain
control of Colombian banana growing regions.

Agence France notes that a class action lawsuit could result in
damages being awarded to each victim of any terrorist group paid
by Chiquita Brands.  The firm could pay as much as tens of
millions of dollars.

The Associated Press relates that Chiquita Brands was placed on
probation for five years.

Chiquita Brands told the Business Courier that it cooperated
with the federal probe.

Cincinnati, Ohio-based Chiquita Brands International, Inc.
(NYSE: CQB) -- http://www.chiquita.com/-- markets and
distributes fresh food products including bananas and nutritious
blends of green salads.  The company markets its products under
the Chiquita(R) and Fresh Express(R) premium brands and other
related trademarks.  Chiquita employs approximately 25,000
people operating in more than 70 countries worldwide, including
Belgium, Columbia, Germany, Panama, Philippines, among others.

                         *     *     *

The company continues to carry Moody's Investors Service Ratings'
B3 corporate family rating with a negative outlook.  Furthermore,
Standard & Poor's Ratings Services placed the company's B
corporate credit rating under CreditWatch with negative
implications.


CHRYSLER LLC: Brake Problems Trigger Recall of 369,000 Vehicles
---------------------------------------------------------------
Chrysler LLC is recalling 296,550 sport utility vehicles following
reports of problems with brake systems and door latches and locks,
Reuters states.

Chrysler has revealed that a glitch in an electronic control unit
could cause a delay in braking when the vehicles are driving
uphill.  Affected vehicles include Jeep Grand Cherokee and Jeep
Commander SUVs for the 2006 and 2007 model years and the 2007 Jeep
Wrangler and Dodge Nitro, Reuters relates.

"It's a very rare occurrence," Chrysler Spokesman Max Gates said,
Reuters notes.  "But we have had reports of drivers experiencing
problems when they take their foot off the accelerator."

When drivers in one of the affected vehicles stop accelerating up
a hill, that can trigger a momentary loss of braking power for a
second or two, Mr. Gates explains.  Chrysler will notify the
owners of the SUVs affected by the recall this month and offer
free repair work as well, the report says.

Chrysler is also recalling about 72,333 2008 Chrysler Sebring and
Dodge Avenger sedans because of a potential problem with a cable
connected to the front door latches in the vehicles, Reuters
reveals.

                       About Chrysler LLC

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.

                          *    *    *

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.


CIMAREX ENERGY: Paying $0.04 per Share Dividend on December 3
-------------------------------------------------------------
The board of directors of Cimarex Energy Co. has declared a
regular cash dividend on its common stock of 4 cents-per-share.
The dividend is payable on Dec. 3, 2007 to stockholders of record
on Nov. 15, 2007.

Headquartered in Denver, Cimarex Energy Co. (NYSE:XEC) --
http://www.cimarex.com/-- is an independent oil and gas      
exploration and production company with principal operations in  
the Mid-Continent, Gulf Coast, Permian Basin of West Texas and New
Mexico and Gulf of Mexico areas of the U.S.

                          *     *     *

As reported in the Troubled Company Reporter on April 16, 2007,
Moody's assigned a 'B1' note rating to Cimarex Energy's
$300 million senior unsecured 10 year note offering.  At the same
time, Moody's affirmed XEC's existing 'Ba3' corporate family
rating, 'Ba3' Probability of Default Rating, and 'B1' senior
unsecured note rating.  Under Moody's Loss Given Default debt
notching methodology, the two note issues are rated 'B1' (LGD 5;
70%).


CLASSICSTAR LLC: Files for Bankruptcy Protection in Kentucky
------------------------------------------------------------
ClassicStar LLC, on Sept. 14, 2007, filed for protection under
Chapter 11 with the U.S. Bankruptcy Court for the Eastern District
of Kentucky.

The company, as well as its affiliate, ClassicStar Farms LLC, and
parent company GeoStar, currently faces seven lawsuits in five
states, Beth Musgrave of the Herald Leader in Lexington, Kentucky
reported.  The suit, filed by investors in the company’s mare
lease program, alleged that the company operated a scheme that
instead of delivering big profits and tax breaks, the company
diverted the money and faced problems with the Internal Revenue
Services, the report adds.

Citing James W. Gardner, Esq., at Henry Watz Gardner Sellars &
Gardner, PLLC, the company’s bankruptcy counsel, Ms. Musgrave
relates that the company filed for bankruptcy due to the
litigation and in order to resolve the claims.

Court documents show that unsecured creditors have claims totaling
an aggregate $69,708,624.

Based in Lexington, Kentucky, ClassicStar, LLC, operates as a
thoroughbred horse breeder.  The company also leases horses and
rents out the reproductive systems of select thoroughbred mares.


CLASSICSTAR LLC: Case Summary and 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: ClassicStar, LLC
        P.O. Box 910178
        Lexington, KY 40591

Bankruptcy Case No.: 07-51786

Type of business: The company operates as a thoroughbred horse
                  breeder.  The company also leases horses and
                  rents out the reproductive systems of select
                  thoroughbred mares.

Chapter 11 Petition Date: September 14, 2007

Court: Eastern District of Kentucky (Lexington)

Judge: William S. Howard

Debtor's Counsel: James W. Gardner, Esq.
                  Henry Watz Gardner Sellars & Gardner, PLLC
                  401 West Main Street, Suite 314
                  Victorian Square
                  Lexington, KY 40507
                  Tel: (859) 253-1320
                  Fax: (859) 255-8316

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor’s 20 largest unsecured creditors.

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Leo Hertzog                    Litigation Claim        $9,906,733
Two Walnut Grove Drive         Client (Jean
Horsham, PA 19044              Herzog & J&L
                               Canterbury Farms,
                               LLC) (2003) (2004)

Lewis Teffeau                  Client (Linda           $7,026,282
PMB #12 - 168 Crown Bay,       Teffeau & Seasong
Suite 310                      Farms, LLC) (2003)
St. Thomas, VI 00801-9375

Gregory R. Raifman             Litigation Claim        $3,400,000
268 Lasalle Avenue             (Susan Raifman &
Oakland, CA 94610              Gekko Holdings,
                               LLC) (2003)

Greg Minor                     Litigation Claim        $3,351,506
10808 Emeral Chase Drive       Client (Stephanie
Orlando, FL 32836              Minor & Premier
                               Thoroughbreds,
                               LLC) (2003)

Jaswinder Grover               Litigation Claim        $3,165,132
917 Trophy Hills Drive         Client (Monica
Las Vegas, NV 89134            Grover) (2003)

Randy Robinson                 Client (Diana           $2,850,000
9430 Northwest Kaiser Road     Robinson & Kaiser
Portland, OR 92731             Farms, LLC) (2002)

Uri Halfon                     Client (Oli Halfon &    $2,618,922
618 Maple Drive                Su-Sim, LLC)
Beverly Hills, CA 90210        (2001)(2002)(2003)


Russell Taylor                 Client (Betsy Taylor    $2,377,582
3183 Chipping Wood Court       & Trustees of the
Alpharetta, GA 30004           Russell C. Taylor
                               Revocable Trust)
                               (2002)

Tom Morello                    Client (Stanwyck        $2,014,000
51 Stanwyk Road                Glen Farms, LLC)
Mount Laurel, NJ 08054         (2005)


Robert Hamrick                 Client (Molly           $1,800,000
1500 Castlewall Street         Hamrick, Tri-Quinn
Las Vegas, NV 89117            Thoroughbreds, LLC)
                               (2005)

John Bristol                   Client (Karen           $1,663,173
3608 East Honeycomb Road       Bristol & Genesis
Salt Lake City, UT 84121       Breeders, LLC)
                               (2002)

Duane Shaw                     Litigation Claim        $1,600,000
1559 River Oaks Drive          Client (Marchelle
Sandy, UT 84093                Shaw & Dumar Horses,
                               LLC) (2003)

AA-J Breeding LLC              Client (Joseph          $1,460,838
1801 E. Parkcourt Place        Fleishon) (2001)
Suite D-200
Santa Ana, CA 92701

Bill Romanowski                Client (Julie           $1,372,819
390 Hampton Road               Romanowski &
Piedmont, CA 94611             Romanowski
                               Thoroughbreds,
                               LLC) (2003)

John Hales                     Litigation Claim        $1,200,000
3726 Beechglen Drive           Client (Marilyn
La Crescenta, CA 91214         Hales & Beechglen
                               Farms LLC) (2005)

Thomas Lukat                   Client (Lena Lukat      $1,145,474
11700 Twin Creeks Drive        & Twin Creeks,
Ft. Pierce, FL 34945           LLC) (2003)


Peter VanWickler               Client (Bent Rock         $900,792
2070 Crabtree Lane             Farms, LLC) (2002)
Greenwood Village, CO 80121

Louis Kuffel                   Client (Kennebrook        $884,967
2496 Crestmont Place West      Farms & Mellon
Seattle, WA 98199              Patch, Inc. & Nancy
                               Spinks) (2003)

Tom Fairbanks                  Litigation Claim          $800,000
13941 - 219th Avenue NE        Client Debra
Woodinville, WA 98072          Fairbanks & (Gunshy
                               Thoroughbreds, LLC)
                               (2002)

Derby Stakes, LLC              Client (Joseph            $798,293
1801 East Parkcourt Place      Fleishon) (2002)
Suite D-200
Santa Ana, CA 92701


COACH INDUSTRIES: Selling Two Units to Laurus for $7 Million
------------------------------------------------------------
Coach Industries Group Inc. is selling its operating division
Corporate Development Services Inc. and its subsidiary
SubContracting Concepts Inc. to Laurus Master Funds Ltd.

Coach Industries' bankruptcy filing with the U.S. Bankruptcy Court
for the Northern District of New York included a Sale and Purchase
agreement with Laurus, secured creditor, to purchase CDS and its
subsidiary SCI.

The purchase price for the sale will be an amount equal to
$7,082,456.

Payment of the consideration will be in the form of cancellation
of $6,832,456 in accrued obligations owing to Laurus together with
a cash payment of the $250,000 balance.  This bid by Laurus is in
excess of what Laurus is owed and will satisfy the secured
position.

Robert L. Lefebvre, Coach chief executive officer commented, "We
believe this transaction was necessary given the mounting debt
CIGI had, along with the fact that efforts to secure additional
capital and financing were unsuccessful."  He continued, "Laurus
has been very supportive with us over the last year and a half as
we tried to secure additional capital."

The offer made by Laurus must be approved by the Bankruptcy Court
before it is finalized, subject to higher and better bids in
accordance with the bankruptcy code.

Laurus is a two billion dollar fund and they intend to continue
the operations of SCI with its current management as a privately
held company without any interruptions.  

Mr. Lefebvre states "With the backing of Laurus and the
continuance of the operations, we believe it puts CDS and SCI in a
more solid position and eliminates any financial concerns for the
company."

                       About Coach Industries

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


COGENTRIX DELAWARE: Moody's Affirms Ba2 Credit Facility Rating
--------------------------------------------------------------
Moody's Investors Service affirmed its Ba2 rating assigned to the
senior secured credit facilities of Cogentrix Delaware Holdings
Inc.  The rating outlook is stable.

The rating affirmation takes into account the recent announcement
that Cogentrix Energy Inc. (CEI: Ba2 Corporate Family Rating), the
parent of CDHI, entered into an agreement to sell 80% of CDHI's
ownership interest in 14 power plants to a third party.  This
transaction is subject to customary closing conditions, including
receipt of regulatory approvals, and is expected to close by the
end of the calendar year.

CDHI's senior secured credit facilities contain fairly restrictive
limitations on asset sales and, in order to consummate the
transaction, proceeds from the sale are expected to be used to
repay CDHI's senior secured credit facilities in full.  The
facilities would then be terminated and the ratings withdrawn.  
Moody's however would expect to maintain CDHI's rating at its
current level should the transaction not be completed.

CEI is expected to remain an affiliate of The Goldman Sachs Group
Inc. (Aa3 senior unsecured).  Consequently, the proposed
transaction is not expected to have any implication on the current
unconditional guarantee provided by Goldman Sachs to the estimated
$355 million 8.75% Senior Notes due Oct. 15, 2008 of CEI.  These
senior notes remain rated Aa3.

CEI is headquartered in Charlotte, North Carolina, and is the
parent company of CDHI.


COMPUCOM SYSTEMS: Prices $175MM Tender Offer of 12% Sr. Notes
-------------------------------------------------------------
CompuCom Systems Inc. has determined the consideration to be paid
for the tender offer and consent solicitation for any and all of
its outstanding $175,000,000 aggregate principal amount of its 12%
Senior Notes due 2014 (CUSIP Nos. 204780 AA 8, U20377 AA 2 and
204780 AB 6), and that it has received the required consents from
holders of its 12% Notes to amend the indenture governing such 12%
Notes.

In addition, CHR Intermediate Holding Corporation, the parent of
CompuCom, in connection with its tender offer and consent
solicitation for any and all of its outstanding $150,000,000
aggregate principal amount of Senior Floating Rate Toggle Notes
due 2013 (CUSIP Nos. 12544G AA 0 and U17046 AA 8), has received
the required consents from holders of its Floating Rate Notes to
amend the indenture governing such Floating Rate Notes.
    
The total consideration to be paid to holders of the 12% Notes who
validly tendered 12% Notes and delivered consents prior to the
expiration of the consent solicitation on Sept. 21, 2007, will be
$1,231.05 per $1,000 principal amount of the 12% Notes.

The total consideration includes a consent payment of $30 per
$1,000 principal amount of 12% Notes.  In addition, CompuCom will
pay accrued and unpaid interest to, the applicable settlement
date.

The initial settlement date for the 12% Notes validly tendered and
accepted for payment prior to the expiration of the consent
solicitation on Sept. 21, 2007, is expected to be Sept. 28, 2007,
provided that the conditions to the 12% Notes Tender
Offer and Consent Solicitation have been satisfied or waived by
CompuCom as of such expected initial settlement date.
    
The total consideration for the 12% Notes was determined as of
2:00 p.m., New York City time, on Sept. 21, 2007, by reference to
a fixed spread of 50 basis points above the bid side yield on the
4.75% U.S. Treasury Note due October 15, 2010.
    
As of 5:00 p.m., New York City time, on Sept. 21, 2007, holders of
100% of the outstanding aggregate principal amount of the 12%
Notes had tendered their 12% Notes and delivered consents
to the proposed amendments to the 12% Notes Indenture.  Any 12%
Notes tendered and consents delivered prior to the 12% Notes
Consent Time may no longer be withdrawn or revoked.
    
The consent solicitation with respect to the Floating Rate Notes
expired at 5:00 p.m., New York City time, on Sept. 21, 2007 as
well.  At that time, holders of 100% of the outstanding aggregate
principal amount of the Floating Rate Notes had tendered their
Floating Rate Notes and delivered consents to the proposed
amendments to the Floating Rate Notes Indenture.

Any Floating Rate Notes tendered and consents delivered prior to
the Floating Rate Notes Consent Time may no longer be withdrawn or
revoked.
   
CompuCom and CHR Intermediate each intend to enter into a
supplemental indenture with respect to the 12% Notes Indenture and
the Floating Rate Notes Indenture, at which time the applicable
proposed amendments described in the Offer to Purchase and Consent
Solicitation Statement dated Sept. 10, 2007, will become
effective.

The proposed amendments to be effected by each supplemental
indenture will eliminate substantially all of the restrictive
covenants and certain events of default, well as amend certain
other provisions and waive the obligation to make change of
control offers, contained in the applicable Indenture.

The proposed amendments to the 12% Notes Indenture will not become
operative, unless and until the 12% Notes are accepted for
purchase pursuant to the terms of the 12% Notes Tender Offer and
Consent Solicitation, and the proposed amendments to the Floating
Rate Notes Indenture will not become operative unless and until
the Floating Rate Notes are accepted for purchase pursuant to the
terms of the Floating Rate Notes Tender Offer and Consent
Solicitation.
    
The Tender Offers and Consent Solicitations are being conducted in
connection with the acquisition by IIM Acquisition Corp., an
affiliate of Court Square Capital Partners, of all of the
outstanding stock of CHR Holding Corporation, an affiliate of
Platinum Equity LLC.  CHR Holding Corporation is the indirect
parent company of CompuCom and the direct parent company of CHR
Intermediate.
    
The Tender Offers for the 12% Notes and the Floating Rate Notes
will expire at 12:00 midnight, New York City time, on Oct. 5,
2007, unless extended or earlier terminated by CompuCom or CHR
Intermediate, as applicable.

The Tender Offers and Consent Solicitations are subject to the
satisfaction or waiver by CompuCom or CHR Intermediate, of certain
customary market and other conditions, including, the Acquisition
having occurred.

The Offer to Purchase and Consent Solicitation Statement, dated
Sept. 10, 2007, and the related Consent and Letter of Transmittal
set forth all of the conditions to CompuCom's obligation to accept
for purchase and pay for any properly tendered and not properly
withdrawn 12% Notes, and CHR Intermediate's obligation to accept
for purchase and pay for any properly tendered and not properly
withdrawn Floating Rate Notes.

CompuCom reserves the right to terminate, extend or amend the
tender offer or the consent solicitation with respect to the 12%
Notes if any condition of the tender offer or the consent
solicitation with respect to the 12% Notes is not satisfied or
waived by CompuCom, or otherwise in its sole discretion,
and CHR Intermediate reserves the right to terminate, extend or
amend the tender offer or the consent solicitation with respect to
the Floating Rate Notes if any condition of the tender offer or
the consent solicitation with respect to the Floating Rate Notes
is not satisfied or waived by CHR Intermediate, or otherwise in
its sole discretion.
    
CompuCom and CHR Intermediate have engaged Bear, Stearns & Co.
Inc. to act as the exclusive dealer manager in connection with
both of the tender offers and consent solicitations.

Questions regarding either of the tender offers or consent
solicitations may be directed to Bear, Stearns & Co.
Inc., care of the Global Liability Management Group at (877) 696-
BEAR (US toll-free) and (212) 272-5112 (collect).
    
Copies the complete terms and conditions of the tender offer and
consent solicitation and the related Consent and Letter of
Transmittal may be obtained from D.F. King & Co., Inc., the
information agent for both of the tender offers and consent
solicitations, at (800) 290-6426 (US toll free) and (212)
269-5550 (collect).

The Bank of New York, the trustee under the 12% Notes
Indenture and the Floating Rate Notes Indenture, is acting as the
depositary for both of the tender offers and consent
solicitations, and can be reached at (212) 298-1915.

                  About Compucom Systems Inc.

Headquartered in Dallas, Texas, Compucom Systems Inc. --
http://www.compucom.com/-- together with its subsidiaries, helps  
companies plan, implement and manage multi-vendor, industry-
standard computing environments.  The company's portfolio of
service and product offerings help clients reduce the costs,
complexities, obstacles and risks associated with new technology
adoption and acquisition, operational transition and ongoing
management of their information systems.  The company markets its
service and product offerings primarily through national sales
force and service personnel.  The company's clients include
Fortune 1000 and medium-size businesses; federal, state and local
governments; technology providers and system integrators.  The
company's business consists of two operating segments, Service and
Product.

                         *     *     *

As reported in the Troubled Company Reporter on July 19, 2007,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on CompuCom Systems Inc., and removed it from
CreditWatch where it was placed July 6, 2007.  The outlook is
stable.  At the same time, S&P assigned a 'BB' bank loan rating to
the company's proposed $190 million, seven-year term loan B, two
notches above the corporate credit rating, with a recovery rating
of '1', indicating an expectation for very high (90%-100%)
recovery in the event of a payment default.  S&P also assigned a
'B-' rating to its proposed $210 million, 10.5%, eight- year
senior subordinated notes.  

Moody's Investors Service assigned CompuCom Systems Inc. a
corporate family rating of B2 and stable outlook.


COPA CASINO: Moody's Withdraws B3 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service withdrew all ratings for Copa Casino of
Mississippi LLC for business reasons.  The company refinanced
these facilities.

These ratings were withdrawn:

-- Corporate Family Rating of B3;
-- Probability of Default Rating of Caa1;
-- Senior Secured Revolving Credit Faclity of B3 (LGD-3, 34%);
-- Senior Secured Term Loan of B3 (LGD-3, 34%).

CCM is a privately held company.  CCM owns about 73% of Gulfside
Casino Partnership d/b/a Island View Casino Resort (the former
Grand Casino Gulfport) located in Gulfport, Mississippi.  The
other 27% of Gulfside is owned by Gulfside Casino Inc.  Both GCI
and CCM are owned by the project sponsors, Terry Green and Rick
Carter.


COPA CASINO: S&P Withdraws B+ Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
the 'B+' corporate credit rating, on Copa Casino of Mississippi
LLC at the company's request.


COTT CORPORATION: Low Margins Cue Moody's to Review Ratings
-----------------------------------------------------------
Moody's Investors Service placed the ratings for Cott Corporation
under review for possible downgrade following the announcement
that it expects 2007 margins and earnings to be lower than
previous guidance.  The LGD rates are also subject to change.

The rating action reflects the potential for lower margins and
cash flow as a result of the weaker-than-expected carbonated soft
drink volumes, higher than expected promotional activity from
national brands, and the adverse effects of higher input costs
which are not being sufficiently offset by the company's many cost
cutting initiatives.  Moody's last downgraded Cott's ratings in
early 2006.

These ratings were placed on review for possible downgrade:

Cott Corporation

-- Ba3 corporate family rating and Ba3 probability of default
    rating

Cott Beverages, Inc.

-- B1 rating on the $275 million 8% senior subordinated notes,
    due 2011

The review for possible downgrade will focus on the impact that
the above pressures will have on the company's operating profit,
cash flow and debt protection measures going forward, as well as
the prospects for the company's restructuring initiatives over the
last year and a half to compensate for these business challenges.  
There have been a number of setbacks to the planned turnaround
including additional restructuring charges, slower than expected
new product introductions and a voluntary recall of some product
in the UK. Therefore the company is currently performing at the
lower end of Moody's range of expectations at the time of the last
downgrade.

Moody's expects sufficient internally generated liquidity to cover
cash needs and good availability under the revolver over the next
12 months, although Moody's believes that covenant compliance
could be somewhat tight at the end of fourth quarter of 2007.  The
review will examine Cott's turnaround prospects and timing, its
ongoing business and financial strategy as well as its medium-term
liquidity.

Headquartered in Toronto, Ontario, Cott Corporation is the world's
largest retailer-brand, soft drink supplier with a leading
position in take-home carbonate soft drink markets in the US,
Canada, and the UK.  For the latest twelve months ended June 2007,
revenue was about $1.8 billion.


DANA CORP: Extends Challenge Period for Waiver Fee Payments
-----------------------------------------------------------
Dana Corp. and its debtor-affiliates, the Official Committee of
Unsecured Creditors, and the Ad Hoc Committee of Dana Noteholders
agree, in a stipulation approved by the U.S. Bankruptcy Court for
the Southern District of New York, that the Challenge Period for
the Committees to contest all liens and claims relative to, and
the payment of, the Waiver Fee, as defined in the Final DIP Order,
is extended through and including the earlier of the date that is
100 days after:

  (i) any of the Debtors, the Committees, the Receivables
      Facility Agents sends a written notice to the other
      parties setting the last day of the Challenge Period on
      the 100th day in accordance with the Stipulation; and

(ii) the date on which the adequacy of any disclosure statement
      filed in the Debtors' cases is approved by the Court.

The date of the Order approving the adequacy of the Disclosure
Statement will be the Investigation Commencement Date.

The date by which the Prepetition Agent, the Pre-Petition
Lenders, the Credit Card Issuers and the Debtors may serve a
written response, objection or motion with respect to the
subpoenas served pursuant to the Rule 2004 Orders is extended to
the 30th day after the Investigation Commencement Date.  Subject
to and without waiving any of the rights reserved in the
preceding sentence, to the extent that documents have not already
been produced, document production pursuant to the Subpoenas will
commence, on a rolling basis, on the 31st day after the
Investigation Commencement Date and will conclude on the 50th day
after the Investigation Commencement Date.

                          About Dana Corp.

Toledo, Ohio-based Dana Corp. -- http://www.dana.com/-- designs
and manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in
28 countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.  

The company and its affiliates filed for chapter 11 protection on
Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of Sept. 30,
2005, the Debtors listed $7,900,000,000 in total assets and
$6,800,000,000 in total debts.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in
Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, serves as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
serves as Dana's Chief Restructuring Officer.  

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors.  Fried,
Frank, Harris, Shriver & Jacobson, LLP serves as counsel to the
Official Committee of Equity Security Holders.  Stahl Cowen
Crowley, LLC serves as counsel to the Official Committee of
Non-Union Retirees.  

The Debtors filed their Joint Plan of Reorganization on Aug. 31,
2007.  The Court has set a hearing on Oct. 23, 2007, to consider
the adequacy of the Disclosure Statement explaining the Debtors'
Plan.  (Dana Corporation Bankruptcy News, Issue No. 53; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or     
215/945-7000).


DANA CORP: Completes Sale of Coupled Products Business
------------------------------------------------------
Dana Corporation has completed the sale of its North American
coupled products business to Coupled Products LLC, a wholly owned
subsidiary of Wanxiang (USA) Holdings Corporation.  
Dana expects to record an after-tax loss of approximately
$44 million in the third quarter of 2007 in connection with this
transaction.

The sale substantially concludes the overall divestiture of Dana's
fluid products business.  Last month, the company closed the sale
of its North American fluid products hose and tubing operations to
Orhan Holding, A.S.  Dana previously sold its European fluid
products hose and tubing operations to Orhan in July 2007.

"The completion of this divestiture marks another important step
in Dana's efforts to concentrate our resources on the core
products and competencies that are the foundation for our future
growth," Dana Chairman and CEO Mike Burns said.  "We wish the
people of the coupled products business the very best as they move
forward with Wanxiang."

The coupled products plants and/or assets involved in the Wanxiang
transaction are located in San Luis Potosi, Mexico; and Columbia
City, Indiana; Pensacola, Florida; Rochester Hills, Michigan; and
Upper Sandusky and Wharton, Ohio.  The coupled products operations
manufacture power-assisted steering products; heating,
ventilation, and air conditioning under-engine products; and brake
products.  The operations employ approximately 2,050 people and
reported consolidated revenues of approximately $200 million in
2006.

                         About Dana Corp.

Toledo, Ohio-based Dana Corp. -- http://www.dana.com/-- designs  
and manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in 28
countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.  

The company and its affiliates filed for chapter 11 protection on
Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of Sept. 30,
2005, the Debtors listed $7,900,000,000 in total assets and
$6,800,000,000 in total debts.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in
Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, serves as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
serves as Dana's Chief Restructuring Officer.  

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors.  Fried,
Frank, Harris, Shriver & Jacobson, LLP serves as counsel to the
Official Committee of Equity Security Holders.  Stahl Cowen
Crowley, LLC serves as counsel to the Official Committee of Non-
Union Retirees.  

The Debtors filed their Joint Plan of Reorganization on Aug. 31,
2007.  The Court has set a hearing on Oct. 23, 2007, to consider
the adequacy of the Disclosure Statement explaining the Debtors'
Plan.


DRESSER-RAND GROUP: Earns $26.2 Million in Qtr. Ended June 30
-------------------------------------------------------------
Dresser-Rand Group Inc. reported net income of $26.2 million for
the second quarter ended June 30, 2007.  This compares to a net
income of $10.7 million for the second quarter 2006.  Second
quarter 2007 income included a provision for litigation and
related interest of $2.6 million after-tax and a charge of
$1.5 million after-tax related to a change in an accounting
estimate for workers' compensation.

Total revenues for the second quarter 2007 of $441.2 million
increased $17.2 million or 4.0% compared to $424.0 million for the
second quarter 2006.  Operating income for the second quarter 2007
was $50.1 million.  This compares to operating income of
$27.2 million for the second quarter 2006 which included
$16.8 million for stock-based compensation expense for exit units.
Second quarter 2007 operating income increased from the year ago
quarter due to higher pricing and productivity improvements.

Vincent R. Volpe, Jr., president and chief executive officer of
Dresser-Rand, said, "The improvements in our second quarter 2007
results over last year were somewhat tempered by the litigation
provision and a change in accounting estimate.  The impact of
these two items was approximately $0.05 per diluted share.
Additionally, changes in procurement processes and a delay in the
budget appropriations by certain of our national oil company
clients resulted in lower than expected aftermarket bookings and
revenues for the period."

Bookings for the second quarter 2007 were $659.2 million, which
was $225.1 million or 52.0% higher than the second quarter 2006.

The backlog at the end of June 2007 was a record $1.61 billion or
59.0% higher than the backlog at the end of June 2006 of
$1.01 billion.

At June 30, 2007, the company's consolidated balance sheet showed
$1.77 billion in total liabilities, $1.07 bilion in total
liabilities, and $697.1 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?23a4

                 Liquidity and Capital Resources

As of June 30, 2007, cash and cash equivalents totaled
$160.8 million and borrowing availability under the $350.0 million
revolving credit portion of the company's senior credit facility
was $147.5 million, as $202.5 million was used for outstanding
letters of credit.

In first six months of 2007, cash provided by operating activities
was $136.2 million, which compared to $6.9 million for the
corresponding period in 2006.  The increase of $129.3 million in
net cash provided by operating activities was principally from
changes in working capital.  In the first six months of 2007,
capital expenditures totaled $8.6 million and the company prepaid
$110.1 million of its outstanding indebtedness under its senior
secured credit facility.  As of June 30, 2007, total debt was
$396.9 million and total debt net of cash and cash equivalents was
approximately $236.1 million.

                       Litigation Provision

In the second quarter, the company and Maersk Oil UK Limited
reached a full and final settlement resulting in an additional
total charge of approximately $4.2 million ($2.6 million
after-tax) for damages, interest and claimant's costs.  The
company had previously reported that it planned to dispute the
amount of costs claimed by Maersk, but on further review of the
facts and circumstances, it decided to settle the matter.  The
litigation with Maersk Oil UK Limited resulted from alleged
defects in compressors manufactured at a Dresser-Rand facility
that discontinued producing compressors in December 1998.

                  Change in Accounting Estimate

The company recorded a pre-tax charge of $2.3 million
($1.5 million after-tax) for a change in accounting estimate
related to accrued liabilities for workers' compensation.  The
charge for workers' compensation resulted from payment information
recently provided to the company by Ingersoll Rand, its former
parent company.

                             Outlook

Demand for rotating equipment and aftermarket parts and services
continues to be strong but aftermarket bookings and revenues
continue to be adversely, but temporarily, impacted by changes in
the procurement process approval cycle and a delay in the budget
appropriations for certain of the company's national oil company
customers.  The backlog of orders has continued to increase to
record levels.  At June 30, 2007, 68.0% of the backlog of
$1.61 billion is scheduled to ship in 2008 and 2009.  

The company continues to believe that its 2007 operating income
will be in the range of $250.0 to $270.0 million and its third
quarter 2007 operating income will be in the range of 25.0% to
27.0% of the total year.  

                     About Dresser-Rand Group

Headquartered in Houston, Dresser-Rand Group Inc. (NYSE: DRC) --
http://www.dresser-rand.com/-- is among the largest suppliers of  
rotating equipment solutions to the worldwide oil, gas,
petrochemical, and process industries.  The company operates
manufacturing facilities in the United States, France, Germany,
Norway and India, and maintains a network of 26 service and
support centers covering more than 140 countries.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 6, 2007,
Standard & Poor's Ratings Services assigned its bank loan and
recovery ratings to the $500.0 million senior secured revolving
credit facility due 2012 of Dresser-Rand Group Inc. (BB-
/Stable/--).   


EQUINIX INC: Prices Public Offering of 3.66 Mil. Common Stock
-------------------------------------------------------------
Equinix Inc. has entered into an agreement to sell 3,662,556
shares of its common stock in an underwritten offering at a price
to the public of $84.05 per share.  

Equinix has granted the underwriters an option to purchase up to
an additional 549,383 shares of Equinix common stock on the same
terms and conditions to cover over-allotments, if any.

Equinix also disclosed that concurrent with its agreement to sell
shares of common stock, that it has entered into an agreement to
sell $350,000,000 aggregate principal amount of 3.00% convertible
subordinated notes due 2014.

Equinix has granted the underwriters an option to purchase up to
an additional $45,986,000 aggregate principal amount of notes on
the same terms and conditions to cover over-allotments, if any.

The notes are convertible by holders into shares of Equinix's
common stock at an initial base conversion rate of 7.4360 shares
of common stock per $1,000 principal amount of notes, subject to
adjustment in certain circumstances, which represents an initial
base conversion price of approximately $134.48 per share.

This represents a 60% premium to the last reported sale price of
Equinix's common stock on the NASDAQ Global Select Market on Sept.
20, 2007.  In addition, if at the time of conversion the
applicable stock price of Equinix's common stock exceeds the base
conversion price, the conversion rate will be increased by up to
an additional 4.4616 shares of common stock per $1,000 principal
amount of notes, as determined pursuant to a specified formula.

The common stock offering and convertible subordinated note
offering are being conducted as separate public offerings,
however, the closing of each offering is conditioned on the
concurrent closing of the other.

Equinix intends to use the net proceeds from the offerings to fund
its acquisition of IXEurope plc, the closing of which was
disclosed on Sept. 14, 2007, and use any remaining net proceeds
for capital expenditures, acquisitions or general corporate
purposes.

Citi is acting as the sole book-running manager of the offerings.  
Credit Suisse, Jefferies & Company and UBS Investment Bank are
acting as co-managers of the common stock offering and Credit
Suisse, Jefferies & Company, UBS Investment Bank and Barclays
Capital are acting as co-managers of the convertible subordinated
note offering.  

The offerings of securities may be made only by means of a
prospectus.  Copies of the prospectuses can be obtained from:

     Citi
     Brooklyn Army Terminal
     140 58th Street, 8th Floor
     Brooklyn, NY 11220
     Tel (718) 765-6732
     Fax (718) 765-6734

                       About Equinix Inc.

Headquartered in Foster City, California, Equinix Inc.
(NASDAQ:EQIX) -- http://www.equinix.com/-- is a provider of  
network-neutral data centers and Internet exchange services for
enterprises, content companies, systems integrators and network
services providers.  Through its Internet Business Exchange hubs
in 10 markets in the United States and Asia Pacific, customers can
interconnect with each other for traffic exchange requirements.
Its services include colocation, interconnection and managed
information technology infrastructure services.  Colocation
services include cabinets, power, operations space and storage
space for Equinix\u2019s customers\u2019 colocation needs.  
Interconnection services include cross connects and switch ports
on the Equinix Exchange service.  Managed IT infrastructure
services allow customers to use Equinix\u2019s telecommunications
capabilities and IBX hubs.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 18, 2007,
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Equinix Inc.  S&P also assigned a 'CCC+' rating
to the company's $250 million of convertible subordinated notes
due 2012 and proposed $300 million of convertible subordinated
notes due 2014.  The outlook is positive.


FEDDERS CORP: Looking for Bidders for Planned Asset Sale
--------------------------------------------------------
Fedders Corp. will be filing a proposed procedure this December
for the sale of its assets, Steven Church of Bloomberg News
reports, citing company lawyer, Norman L. Pernick, Esq.

According to Mr. Pernick, the Debtor told the U.S. Bankruptcy
Court for the District of Delaware that it will be looking
for a stalking horse bidder for the assets pursuant to the terms
of a proposed bankruptcy loan, which states that the company
will submit a sale motion by December.

Earlier, Bill Rochelle of Bloomberg News reported that the
Official Committee of Unsecured Creditors opposed the $79 million
in postpetition financing provided to Fedders by a group including
Goldman Sachs Credit Partners LP and Bank of America NA.

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

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

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

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


ENRON CORP: District Court Rejects Citibank MegaClaims Appeal
-------------------------------------------------------------
Enron Creditors Recovery Corp., formerly Enron Corp., disclosed a
decision of the U.S. District Court, Southern District of New York
to reject an appeal by Springfield Associates, thereby sending the
case back to the U.S. Bankruptcy Court in New York.

Significantly, the Court expressly reaffirmed that "the general
principle of assignment law -- that an assignee stands in the
shoes of the assignor and subject to all equities against the
assignor -- applies to assignments of bankruptcy claims."  The
decision clears the way for a trial in what is known as the
MegaClaims case to determine whether Citibank will be held
accountable for its role in the collapse and insolvency of Enron.

"The District Court has eliminated the last hurdle in moving
forward with the Citibank MegaClaims trial," John Ray III, Enron
Creditors Recovery Corp. President and Chairman of the Board said.  
"Enron Creditor Recovery Corp. has dedicated the necessary
resources to ensure the public trial brings the causes of the
Enron collapse to light so that money can be returned to the hands
of innocent parties."

The MegaClaims suit brought by Enron Creditors Recovery Corp.
against ten U.S. banks alleges their significant involvement in
the fraudulent accounting activities that led to the energy
trader's collapse.  Thus far, eight of the ten banks named in the
suit have settled their claims, contributing to Enron Creditors
Recovery Corp.'s return of more than $11 billion to creditors.  
Enron Creditors Recovery Corp.'s outstanding claim against Citi
seeks billions more for those who suffered financial losses as a
result of the bankruptcy.

                      About Enron Corporation

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.  Judge
Gonzalez confirmed the Company's Modified Fifth Amended Plan on
July 15, 2004, and numerous appeals followed.  The Debtors'
confirmed chapter 11 Plan took effect on Nov. 17, 2004.

Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP represent
the Debtor.  Jeffrey K. Milton, Esq., Luc A. Despins, Esq.,
Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank,
Tweed, Hadley & McCloy LLP represents the Official Committee of
Unsecured Creditors.


FIRST MAGNUS: Asks National Bank of Arizona to Return Funds
-----------------------------------------------------------
First Magnus Financial Corporation seeks the U.S. Bankruptcy
Court for the District of Arizona's authority to compel the
National Bank of Arizona to:

   * turn over to the Debtor all funds deposited in nine separate
     bank accounts of the Debtor located at NBA;

   * complete and accurate accounting of the funds; and

   * find NBA to have willfully violated Section 362 of the
     Bankruptcy Code for failure to comply with the Debtor's
     demand for turnover of funds.  

James E. Cross, Esq., at Osborn Maledon, P.A., in Phoenix,
Arizona, says that the Debtor supplied written and verbal notice
to NBA on August 19, 2007, requesting to close the accounts and
wire transfer to Alliance Bank the balance of all funds.  The
bank accounts are:

   a) First Magnus Financial Corporation DBA Charter Funding,
      Account #0010077693

   b) First Magnus Capital, Inc., Account #0016107486

   c) First Magnus Tips Trust, Account #0010109034

   d) First Magnus Capital Checking, Account #0010106976

   e) First Magnus Lender Operations, Account #0010098478

   f) MIPS, Account #0010081860

   g) First Magnus Financial Corp. DBA CRG Valuation, Account
      #0010077706

   h) First Magnus Money Market, Account #16097054

   i) First Magnus Retail Trust, Account #16098951

Mr. Cross says that the Debtor acknowledges that NBA has a
claimed right of set-off to the funds in certain of the accounts
and that it owes NBA a prepetition unsecured obligation.  Mr.
Cross, however, contends that there was no monetary default
existing on the obligation at the time the Debtor requested to
close its accounts.  Mr. Cross adds that the Debtor disputes
NBA's right to a prepetition set-off but it does not seek to
address the issue at this time.

Mr. Cross relates that NBA has acknowledged that it collected and
deposited approximately $641,000 postpetition funds to the
accounts for the benefit of the Debtor.  

Mr. Cross further relates that NBA's counsel provided a
spreadsheet listing a rudimentary accounting of the funds applied
as part of the offset and funds on deposit.  He, however, claims
that it is not as detailed and informative as the actual records
maintained and utilized by NBA.  Mr. Cross further claims that
the Debtor has also seen a discrepancy as regards the accounting,
however, NBA did not provide an explanation and it refused to
produce the actual bank records supporting the data in the
spreadsheet.

Mr. Cross further relates that after receiving the accounting,
the Debtor provided a stipulated form of order for the turnover
of the postpetition funds.  However, NBA declined to sign the
order and demanded that there be a court order authorizing and
approving the turnover.

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


FIRST MAGNUS: Reconstitution of Committee Membership Denied
-----------------------------------------------------------
The Hon. James M. Marlar of the U.S. Bankruptcy Court for the
District of Arizona refused to reconstitute the membership of the
Official Committee of Unsecured Creditors appointed in First
Magnus Financial Corporation's Chapter 11 case to include
WNS America Inc.  

Judge Marlar ruled that WNS failed to introduce evidence showing
that the Committee does not adequately represent the interests
of creditors.

As reported in the Troubled Company Reporter on Sept. 11, 2007,
the Committee argued that WNS did not met the relevant legal
standards for showing why the Committee's membership should be
amended.  

According to the Committee, WNS' reasons are not sufficient
grounds for its inclusion to the Committee.

Following the United States Trustee for the District of
Arizona's appointment of five Creditors Committee members,
WNS asked the Court that it be included in the Creditors
Committee.  

WNS noted that that it was listed by the Debtor on its list of 20
largest unsecured creditors, as the holder of the second largest
unsecured claims amounting to approximately $2,800,000.  WNS added
that its general counsel Robert E. Michael, Esq., Robert E.
Michael & Associates, PLLC, in New York, is very knowledgeable
about securitization issues and finance and could assist the
Committee understand and analyze the issues likely to be raised
in this case through the participation of WNS on the Committee.

WNS said that it wasn't appointed by the U.S. Trustee to the
Committee because the Debtor's parent First Magnus Capital, owns
approximately 1% of the shares of WNS.  WNS, however, pointed out
that the U.S. Trustee has not explained why this would render WNS
unwilling or unable to perform its fiduciary obligation to
protect the interests of unsecured creditors.  

Representing the Creditors Committee, Michael D. Warner, Esq., at
Warner Stevens, LLP, in Forth Worth, Texas, contended that
the Committee is presently comprised of a cross-section of the
Debtor's creditors and adequately represents the interest of
various types of unsecured creditors.

Mr. Warner pointed out that WNS' particular interest -- as a loan
servicer -- is already represented by Aurora Loan Services.

The fact that WNS holds a large claim is irrelevant, Mr. Warner
said.

He noted that the existing Committee is well-organized and
cohesive.

The Creditors' Committee members and their contact information
are:

   1) Vanguard Legato Group
      Attn: Timothy Thomas
      2202 N. First St.
      San Jose, CA 95131
      Tel: (408) 325-3225
      Fax: (408) 516-5304

   2) National Bank of Arizona
      Attn: Kenneth Goldstein
      6001 N. 24th Street
      San Jose, CA 95131
      Tel: (602) 212-5447
      Fax: (602) 287-0722

   3) Hilton & Myers Advertising, Inc.
      Attn: Douglas S. Myers
      3350 N. Country Club
      Tucson, AZ 85716
      Tel: (520) 881-4550 ext. 274
      Fax: (520) 881-4696

   4) Aurora Loan Services, LLC
      Attn: Justin Balser
      10350 Perk Meadows Drive
      Littleton, CO 80124
      Tel: (720) 945-3000
      Fax: (720) 945-3081

   5) Pyro Brand Development, LLC
      Attn: John Beitter
      8750 N. Central Expressway, STE 1050      
      Dallas, TX 75231
      Tel: (214) 891-5700
      Fax: (214) 891-5289

Ilene J. Lashinsky, United States Trustee for Region 14, advises
the Court that Kenneth Goldstein is the designated contact member
for National Bank of Arizona, replacing Matthew R.K. Waterman.
  
                        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.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. 5; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or     
215/945-7000).


FIRST MAGNUS: Selling Construction Loans & Real Estate Assets
-------------------------------------------------------------
First Magnus Financial Corporation has asked the U.S. Bankruptcy
Court for the District of Arizona for authority to sell certain
construction loans and real estate owned assets to Summit
Investment Management LLC or any qualified bidder.

According to court documents, the Debtor intends to dispose of
the construction loans amount to $8,483,760, whose borrowers are
currently in default, as well as certain real estates the Debtor
acquired in connection with the foreclosures on loans.  The
Arizona Daily Star says the loans are worth roughly $10,700,000.

The assets would be sold at a discount.  Summit has proposed to
acquire the assets for $6,413,000, free and clear of all liens,
claims and encumbrances, and subject to certain warranties and
representations by the Debtor.

The Debtor held an auction September 19, 2007, to maximize the
realizable value of the assets.  Competing bids were due
September 18.  Among other things, bidders were required to
enclose $325,000 as minimum deposit.

The Debtor has asked the Court to consider approval of the sale
immediately after the auction.

Results of the auction and the Sale Hearing, if any, weren't
available as of press time.

As part of the Purchase Agreement, Summit would assume and
perform on time all the Debtor's obligations under the
construction loans.

The Debtor has sent notice of the proposed sale, a copy of the
request to sell the assets and the due date for bids, and the
proposed time and date of the auction to Summit and other
parties-in-interest that have or may be identified as potential
bidders.  Information relevant to the assets for evaluation by
parties-in-interest have been made available to bidders who have
executed a valid nondisclosure statement; specific information
will be provided after execution of the agreements.

James P.S. Leshaw, Esq., at Greenberg Traurig, P.A. in Miami,
Florida, says the Debtor needs to act on the assets fast.  
There's a risk of deterioration in the value of the assets as
credit markets tighten, Mr. Leshaw explains.

First Magnus has agreed to pay Summit a $100,000 break-up fee in
the event it consummates the sale with another bidder at the
auction, according to Inside Tucson Business.

Summit is also prepared to extend a $5,000,000 bailout financing
to the Debtor, Inside Tucson Business says.  The loan would incur
7% fixed interest or prime plus 10% interest, Inside Tucson
Business relates.  The loan terms also include a $75,000 due
diligence fee, a $5,000 monthly audit fee, and a $500,000 carve-
out for professional fees and liquidation damages fees, according
to Inside Tucson Business' Joe Pangburn.

If no alternative bidder would show up, Summit has offered to
remove the initial 7% interest, Mr. Pangburn says.  This would
save the Debtor roughly $350,000.

At a hearing on September 14, Judge Marlar was adamant against
the break-up fee and wants Summit to remove the fee, Mr. Pangburn
reports.

Summit is represented in the Debtor's case by Scott Rutsky, Esq.,
at Proskauer Rose in New York.

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


FLEXTRONICS INT'L: Unit Wants to Buy Arima's Notebook Operations
----------------------------------------------------------------
Flextronics International Ltd.'s unit, Flextronics Computing Sales
and Marketing (L) Ltd., and Arima Computer Corporation signed a
binding Letter of Intent where Arima will sell its notebook
computer and server related business, operation and assets owned
by Arima and Arima Computer JiangSu, Arima's subsidiary to
Flextronics.

The assets intended for sale include Arima's facilities at Wu-
Jiang, as well as the entire stockholding of Arima's wholly owned
subsidiaries Arima Computer (U.K.) Ltd., Arima Computer (Texas)
Corporation , Arima Computer (California) Corporation and Arima
Computer (Japan) Corporation.

The transaction price is $59.5 million (NT$1,963 million) over the
book value of the disposed assets at closing.  As of June 30,
2007, the book value of the relevant assets were about
$132 million (NT$4,356 million).

The definitive sale and purchase agreement is expected to be
executed within 45 days.  Afterwards, Arima will immediately call
a shareholders meeting to seek approval of the transaction.

Flextronics will apply for the Investment Commission's approval
according to applicable laws.  The parties will proceed to close
the deal on a date to be further agreed by both parties after
Flextronics receives the approval from the Investment Commission.

Arima indicates that the transaction will safeguard all affected
Arima employees' interests.  Flextronics intends to offer
positions to substantially all of Arima's employees of the
notebook and server business.  Flextronics will also offer
employee benefit and base compensation that are substantially
similar in the aggregate to those provided by Arima.  Moreover,
the existing relationships between Arima and suppliers, customers
and banks will remain unchanged.  Prior to the closing of this
transaction, Arima will continue to operate its business in the
ordinary course.

                       About Arima Computer

Headquartered in Taipei, Taiwan, Arima Computer Corp. (TPE: 2381)
-- http://www.arima.com.tw/--  designs, manufactures and  
distributes notebook computers and peripherals, as well as related
components.  The notebook computers are manufactured for
individuals, offices, schools, plants and families.  During the
year ended Dec. 31, 2006, the company obtained about 84% and 16%
of its total revenue from notebook computers and related
components, respectively.  The company distributes its products in
the domestic market and to overseas markets, including the rest of
Asia, the Americas and Europe.  In 2006, about 98% of the
company's total revenue was from overseas markets.

                  About Flextronics International

Headquartered in Singapore, Flextronics International Ltd.
(NasdaqGS: FLEX) -- http://www.flextronics.com/-- is an   
Electronics Manufacturing Services provider focused on delivering
design, engineering and manufacturing services to automotive,
computing, consumer digital, industrial, infrastructure, medical
and mobile OEMs.  Flextronics helps customers design, build, ship,
and service electronics products through a network of facilities
in over 30 countries on four continents.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 21, 2007,
Moody's Investors Service assigned a provisional (P)Ba1 rating to
Flextronics International Ltd.'s proposed $2.5 billion unsecured
term loan that will be used to finance the cash consideration
portion of the pending acquisition of Solectron Corporation.  This
provisional rating assumes a corporate family rating of Ba1.

In addition, the rating for the proposed term loan reflect both
the overall probability of default of the company, to which
Moody's assumes a PDR of Ba1, and a loss given default of LGD 4.  
All of the company's ratings remain under review for possible
downgrade pending consummation of the company's merger with
Solectron, which is expected to close in October 2007.  It is
likely that if the transaction closes as contemplated, the CFR
will be affirmed at Ba1.  


FUNCTIONAL RESTORATION: Section 341(a) Meeting Moved to October 3
-----------------------------------------------------------------
The United States Trustee for Region 21 will continue the meeting
of Functional Restoration Medical Center Inc.'s creditors on
Oct. 3, 2007, 9:00 a.m., at 21051 Warner Center Lane, Room 105, in
Woodlands Hills, California.

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 Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Based in Encino, California, Functional Restoration Medical
Center, Inc., is the second largest owner and operator of MRI
centers in Southern California.  The Debtor filed for chapter 11
protection on Mar. 9, 2006 (Bankr. C.D. Calif. Case No. 06-10306).  
Daniel A. Lev, Esq., at SulmeyerKupetz, represented the Debtor in
its restructuring efforts.  David K. Gottlieb was appointed as the
Chapter 11 trustee.  When the Debtor filed for protection from its
creditors, its estimated assets and debts between $10 million and
$50 million.

On Feb. 28, 2007, the Court converted the Debtor's case to a
chapter 7 liquidation proceeding.  Mr. Gottlieb was appointed as
the chapter 7 trustee.  Steven T. Gubner, Esq., at Ezra Brutzkus
& Gubner, represents the Trustee.


GENERAL MOTORS: Failed Contract Talks Spurs UAW Work Stoppage
-------------------------------------------------------------
More than 73,000 United Auto Workers union members throughout the
United States went on strike against General Motors Corp.
yesterday after the two failed to agree on a new labor contract.

UAW President Ron Gettelfinger said that UAW members rallied over
job security, economic issues, benefits for active workers and
winning investment in future products.

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

However, GM is fully committed to working with the UAW to develop
solutions together to address the competitive challenges facing
the company.

GM related that it will continue focusing its efforts on reaching
an agreement as soon as possible.

Pickets will remain outside GM plants until a contract is reached,
Mr. Gettelfinger said before heading back to the bargaining table
with UAW Vice President Cal Rapson, who directs the union’s GM
Department, and the national committee.

“We stand ready 24 hours a day, seven days a week to go back to
the bargaining table,” Mr. Gettelfinger, flanked by the UAW GM
National Negotiating Committee.

Mr. Gettelfinger said it was significant that the union gave GM a
nine-day contract extension, the longest in UAW history to avoid a
strike, a drastic step no one on the union side wanted.

“We were pushed into a strike and that’s where we are at,” Mr.
Gettelfinger added.

In recent years, UAW members have done their part by working with
the company on issues such as the corporate restructuring, the
attrition plan, the Delphi bankruptcy, the 2005 health care
agreement and numerous quality, productivity and health and safety
issues.  Workers gave up a 3% general wage increase in 2006 and
cost of living allowances.

“We’ve met and solved all of GM’s problems since 2003,” Mr.
Gettelfinger added.  “We’ve worked with General Motors on every
issue that came before them.  We’ve done a lot of things to help
that company.  There comes a point in time when you have to draw
the line in the sand.”

The UAW leader added that the strike had nothing to do with the
much-discussed union-controlled health care trust fund Voluntary
Employee Benefit Association (VEBA) for retirees, which is a
permissible but not mandatory subject of bargaining.  Job
security, economics and benefits for active members remain
critical issues for UAW members at GM.

“It’s become apparent to us that as much as workers give, they
cannot give enough,” Mr. Gettelfinger said.  “As much as
executives get, they cannot get enough.”

                      About General Motors

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

                         *     *     *

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

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


GENERAL MOTORS: Reaches General 'VEBA Trust' Framework with UAW
---------------------------------------------------------------
General Motors Corp. and the United Auto Workers union have agreed
on a general framework, over the weekend, creating a union-
controlled health care trust fund, known as the Voluntary
Employees Beneficiary Association or VEBA, various sources report
citing people familiar with the talks.

As reported in the Troubled Company Reporter on Sept. 19, 2007,
GM, Ford Motor Co. and Chrysler LLC are believed to be pushing to
finance the health care fund at no more than 70 cents on
the dollar, which would create a trust fund in excess of
$60 billion, making it one of the largest investment funds
in the country.  The trust fund is expected to cut about
$95 billion from the car makers' retiree costs.

Papers relate that in a letter to UAW members on Friday, UAW
President Ron Gettelfinger and his top GM negotiator, Cal Rapson,
wrote that the bargainers were "continuing to make progress;
however, we are pushing to accelerate the negotiating pace at all
levels.  It is our desire to reach an agreement without a strike,
and we have demonstrated this by staying at the bargaining table
up to this point.  Nevertheless, we are contining to evaluate our
options on an hour-by-hour basis and we want to assure you that
our efforts to reach an agreement in this manner should in no way
be construed as removing any of our options."

As previously reported, GM and the UAW tentatively ceased VEBA
fund negotiations on Thursday, after they couldn't agree on how
much money GM would provide.  Instead, the parties discussed other
issues such as wage cuts for active employees, higher co-pays for
active workers, cutting back on overtime, outsourcing of jobs not
on the assembly line and lower second-tier wages for new hires.  
According to contract proposals, new hires would also get lesser
health care benefits than current employees and won't get the
pensions as current workers.

The UAW is negotiating on behalf of 73,000 members who work for GM
and 340,000 retirees and surviving spouses.

                     About General Motors

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

                         *     *     *

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

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


GENESCO INC: Files Suit Against Finish Line to Consummate Merger
----------------------------------------------------------------
Genesco Inc. has filed suit in Chancery Court in Nashville,
Tennessee, seeking an order requiring The Finish Line, Inc. to
consummate its merger with Genesco and to enforce The Finish
Line's rights against UBS under the Commitment Letter for
financing the transaction.

Commenting on the filing, Genesco Chairman and Chief Executive
Officer Hal N. Pennington said, "No more delays by The Finish Line
and UBS; no more reservation of rights; no more bankers' putting
their pencils down.  We want a court of competent jurisdiction to
enforce our rights under the Merger Agreement and for The Finish
Line and UBS to live up to their obligations."

"We have launched this litigation in an effort to speed
consummation of the merger and to force impartial review of the
aspersions that The Finish Line and its bankers have cast on
Genesco's business and reputation," Mr. Pennington continued.  "I,
along with other members of the management team and our Board of
Directors, are proud to be the stewards of a company that is a
leader and innovator in its industry with a rich history dating to
1924.  I am proud to be the leader of a group of employees who
have helped build a wonderful business for the benefit of our
shareholders."

"Our Board of Directors stands united in this call for The Finish
Line and UBS to perform their obligations and pay our shareholders
$54.50 per share in cash," Robert V. Dale, the presiding
independent director of Genesco's Board of Directors, said.  "Our
Board, our management team and our advisors are confident that the
steps we are taking are in the best interests of our
shareholders."

"Commencing litigation is always a difficult decision, but
continued delay by The Finish Line and UBS is simply not
acceptable," Mr. Pennington concluded.  "Accordingly, we are
seeking expedited hearings on all of our claims.  I caution our
shareholders and employees that there will likely be claims made
back against Genesco.  When they come, we will be ready."

                       About Finish Line

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

                       About Genesco Inc.

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

                         *     *     *

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

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

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


GEORGIA GULF: Poor Financial Profile Cues S&P to Cut Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Georgia
Gulf Corp., including its corporate credit rating to 'B' from
'B+'.  The outlook is negative.  As of June 30, 2007, Georgia Gulf
had about $1.7 billion in debt (adjusted for capitalized operating
leases and for the securitized sale
of receivables).

Atlanta, Georgia-based Georgia Gulf is an integrated producer of
chlorovinyl products, PVC building and home improvement products,
and aromatic chemicals with combined annual revenue as of June 30,
2007, of slightly over $3 billion, pro forma for the acquisition
of Royal Group Technologies Ltd.  In October 2006, Georgia Gulf
acquired Royal Group for about $1.6 billion.

"The downgrade reflects the deterioration of Georgia Gulf's
financial profile because of challenging operating conditions
after the Royal Group acquisition," said Standard & Poor's credit
analyst Paul Kurias.  This acquisition stretched the financial
profile just prior to the onset of a downturn in the company's key
business lines.

With challenging market conditions for vinyl resins and building
material products likely to extend into 2008, S&P now believes
that Georgia Gulf will be hard pressed to improve credit quality
to levels appropriate at the previous ratings within the next two
years.  Although PVC price increases contributed to a sequential
improvement in earnings in the second quarter 2007 from a very
weak first quarter, higher input costs and challenging conditions
have acted as a constraint to a more meaningful recovery in cash
flow measures. Expected capacity additions in the PVC sector in
2008 are likely to add further pressure to operating results,
particularly if the new residential construction market continues
to remain weak, or broader economic conditions
deteriorate.

The ratings on Georgia Gulf reflect risks associated with the
integration of the large Royal acquisition, cyclical and highly
competitive end markets, and a highly leveraged financial profile.


GLOBAL HOME: Capital Solutions Okayed as Panel's Financial Advisor
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave the
Official Committee of Unsecured Creditors appointed in Global
Home Products LLC and its debtor-affiliates' Chapter 11 cases,
permission to retain Capital Solutions Group Ltd. as its financial
advisor.

As reported in the Troubled Company Reporter on Aug. 24, 2007,
Capital Solutions is expected to:

   a) review and analyze the financial information of the Debtors;

   b) monitor and analyze the Debtors operations, cash
      expenditures, court filing, proposed employee bonus
      programs, business plans and projected cash requirements;

   c) attend Committee meetings, Bankruptcy Court hearings and
      participate in matters the committee may request;

   d) review and analyze proposed transactions for which the
      Debtors seek Court approval;

   e) assist in the valuation and corporate finance with respect
      to the asset sale and portfolio valuation matters as    
      required;

   f) prepare the going concern sale and liquidation value
      analysis of the estates assets;

   g) review reports of the Debtors' business and its operations;

   h) analyze prepetition property, liabilities and financial
      condition of the Debtors, and the transfers to and accounts
      with and among Debtors' affiliates;

   i) review and analyze plan of reorganization proposed by the
      Debtors or any party and assist in the negotiations of the
      plan in behalf of the committee;

   j) support for any out proceeding necessary or appropriate to
      maximize the recovery by the Committee's constituents; and

   k) provide services the Committee may require in relation to
      the case proceedings.

Susan L. Storey, managing director of Capital Solutions told the
Court of the firm's hourly compensation:

    Designations                     Hourly Rates
    -------------                    ------------
    Managing Director                   $450
    Associates                        $150-$250

Ms. Storey assured the Court that the firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Westerville, Ohio, Global Home Products LLC
-- http://www.anchorhocking.com/and http://www.burnesgroup.com/     
-- sells houseware and home products and manufactures high
quality glass products for consumers and the food services
industry.  The company also designs and markets photo frames,
photo albums and related home decor products.  The company and
16 of its affiliates, including Burnes Puerto Rico, Inc., and
Mirro Puerto Rico, Inc., filed for Chapter 11 protection on
April 10, 2006 (Bankr. D. Del. Case No. 06-10340).  Laura Davis
Jones, Esq., Bruce Grohsgal, Esq., James E. O'Neill, Esq., and
Sandra G.M. Selzer, Esq., at Pachulski, Stang, Ziehl & Jones LLP,
represent the Debtors.  Bruce Buechler, Esq., at Lowenstein
Sandler, P.C., and David M. Fournier, Esq., at Pepper Hamilton LLP
represent the Official Committee of Unsecured Creditors.  When the
company filed for protection from their creditors, they estimated
assets between $50 million and $100 million and estimated debts of
more than $100 million.


GOLF TRUST: Raymond Jones and Fred Reams Resign from the Board
--------------------------------------------------------------
Raymond V. Jones and Fred R. Reams have resigned from the board of
directors of Golf Trust of America Inc. effective Sept. 13, 2007
and Sept. 19, 2007.

On Sept. 17, 2007, the board of directors has appointed Michael C.
Pearce to fill Mr. Jones's unexpired term.  Mr. Pearce will serve
until the next annual meeting of stockholders of the company,
until his successor is duly elected and qualified, or until his
death, resignation or removal, in accordance with the company's
Articles and Bylaws.

"Speaking on behalf of the board of directors, we wish to thank
Ray and Fred for their more than ten years of exemplary service to
Golf Trust and its stockholders," W. Bradley Blair, II, chief
executive officer, president and chairman of the board commented.  
"We wish them well in their future endeavors."

Headquartered in Charleston, South Carolina, Golf Trust of America
Inc. (AMEX:GTA) -- http://www.golftrust.com/-- was formerly a  
real estate investment trust but is now engaged in the liquidation
of its interests in golf courses in the United States pursuant to
a plan of liquidation approved by its stockholders.  The company
owns two properties (6 eighteen-hole equivalent golf courses).  

As of June 30, 2007, the company has $11.5 million net assets in
liquidation.


HARMAN INT'L: KKR and GS Capital Cancels Planned Acquisition
------------------------------------------------------------
Harman International Industries, Incorporated disclosed in a
regulatory filing last week that it was informed that Kohlberg
Kravis Roberts & Co. L.P. and GS Capital Partners VI Fund, L.P. no
longer intend to complete their acquisition of Harman by a company
formed by investment funds affiliated with or sponsored by KKR and
GSCP.

KKR and GSCP have informed Harman that they believe that a
material adverse change in Harman's business has occurred, that
Harman has breached the merger agreement and that they are not
obligated to complete the merger.

Harman disagrees that a material adverse change has occurred or
that it has breached the merger agreement.

                         The Merger Pact

As reported in the Troubled Company Reporter on May 1, 2007,
Harman International Industries Incorporated entered into an
Agreement and Plan of Merger with KHI Parent Inc. and its wholly
owned subsidiary KHI Merger Sub Inc.  

KHI Parent Inc., a company formed by investment funds affiliated
with KKR and GS Capital Partners VI Fund, L.P. and its related
funds, which are sponsored by Goldman Sachs.

The merger agreement provides for the merger of KHI Merger Sub
Inc. into Hartman, with Hartman surviving the merger as a wholly
owned subsidiary of KHI Parent.  Hartman had anticipated
completing the transaction during the fourth quarter of this
calendar year.

Headquartered in Washington, D.C., Harman International Industries
Inc. (NYSE: HAR) -- http://www.harman.com/-- makes audio systems  
through auto manufacturers, including DaimlerChrysler,
Toyota/Lexus, and General Motors.  Also the company makes audio
equipment, like studio monitors, amplifiers, microphones, and
mixing consoles for recording studios, cinemas, touring
performers, and others.

                          *     *     *

Standard & Poor's Ratings Services, on April 2007, lowered the
company's corporate credit rating to BB- and placed it under
CreditWatch with negative implications.


HARMAN INT'L: Shares Drop as KKR & Goldman Cancels $8 Bil. Deal
---------------------------------------------------------------
Harman International Industries Inc.'s shares dropped by as much
as 24% to $85 per share on Friday's trading at the New York Stock
Exchange, various sources say.  The plunge was due to Kohlberg
Kravis Roberts & Co. and GS Capital Partners canceling their
proposal to buy the company for $8 billion, reports add.

Headquartered in Washington, D.C., Harman International Industries
Inc. (NYSE: HAR) -- http://www.harman.com/-- makes audio systems  
through auto manufacturers, including DaimlerChrysler,
Toyota/Lexus, and General Motors.  Also the company makes audio
equipment, like studio monitors, amplifiers, microphones, and
mixing consoles for recording studios, cinemas, touring
performers, and others.

                          *     *     *

Standard & Poor's Ratings Services, on April 2007, lowered the
company's corporate credit rating to BB- and placed it under
CreditWatch with negative implications.


HOMEBANC CORP: $8.5 Million JPMorgan DIP Facility Gets Final Okay
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on a final basis, HomeBanc Mortgage Corporation and its debtor-
affiliates to borrow money up to an aggregate principal amount of
$8,500,000, plus interest, fees and other expenses from JPMorgan
Chase Bank NA, as administrative agent for the debtor-in-
possession lenders.

The money will be used solely for the purposes permitted under
the loan agreement, for working capital purposes of the Debtors,
and other sales of the Debtors' businesses, in each case solely
in the amounts stated in the budget.

The Carve Out will not exceed (x) the sum of the amount of any
professional compensation or reimbursement of expenses incurred
by the Debtors or the Creditors Committee's professionals in
compliance with the Budget and unpaid at the time of the
occurrence of an event of default, to the extent allowed by the
Court, and (y) $450,000, which amount may be used after the
occurrence and during the continuance of an Event of Default to
pay any fees or expenses incurred by the Debtors and any
statutory committees appointed in the Debtors' Chapter 11 cases.

Except to the extent of the Carve Out, upon entry of an order
approving the Servicing Asset Sale, no expenses of administration
of the Cases or any future proceeding that may result therefrom,
including liquidation in bankruptcy, will be charged against or
recovered from the Collateral without prior written consent of
the DIP Agent or the Prepetition Agent, both capacities held by
JPMorgan Chase Bank, as the case may be.  No consent will be
implied from any other action, in action, or acquiescence by the
Agent, DIP Lenders, Prepetition Agent or the Prepetition Secured
Lenders.

The Court rules that as security for the payment of the adequate
protection obligations, the Prepetition Agent is granted a
replacement security interest in and lien upon the Collateral,
and proceeds thereof, subject and subordinate only to the DIP
Liens and any liens on the Collateral to which the DIP Liens are
junior, and the Carve Out.

All intercompany loans and administrative expense or other
priority given thereto will be junior and subordinate in all
respects to the Adequate Protection obligations.

Except as expressly provided in the order or the DIP Documents,
the DIP Liens, superpriority claims, the Adequate Protection
liens, and all other rights and remedies of the Agent, the
Prepetition Agent, DIP Lenders and the Prepetition Secured
Lenders granted will survive and will not be modified, impaired
or discharged by an order converting any of the Chapter 11 cases
to a case under Chapter 7, dismissing any of the Chapter 11
cases, terminating of the joint administration of the Cases or by
any other act or omission, or entry of an order confirming a plan
of reorganization in any of the cases.  The Debtors have waived
any discharge as to any remaining DIP obligations and the waiver
is approved.

No liens, claims, interests, rights or remedies granted pursuant
to the terms of the final order will attach to or impair any
rights of First Charter Bank, if any, under the terms of certain
participation agreements with HomeBank Mortgage Corporation, or
attach to or impair the Loans, Collateral, Loan Documents or the
Collections.  The servicing rights with respect to the Loans are
not transferred or affected in any way by the final order.

              Committee, JPMorgan Resolve Loan Disputes

Prior to the Court's final ruling on the matter, the Official
Committee of Unsecured Creditors tentatively resolved its
remaining
issues with JPMorgan and was able to negotiate certain
modifications
to the terms and the requisites of the $8,500,000 credit facility.

The DIP Lenders have agreed:

    -- that certain of the smaller line items in the Budget will
       be aggregated for purposes of determining any variance
       from the Budget;

    -- that the contemplated wind-down budget will not be limited
       to amounts incurred through November 30, 2007.  The
       Creditors Committee, Debtors and Lenders will agree on an
       appropriate wind-down budget to be submitted with the
       order approving the sale of the Debtors' Servicing
       Business;

    -- to increase the post-default Carve Out to $450,000;

    -- to clarify that any payments made to the Prepetition
       Secured Lenders should be subject to further judicial
       review, if it is ultimately determined that they are not
       entitled to payments because, among others, the Lenders
       are undersecured;

    -- that the proposed Section 506(c) of the Bankruptcy Code
       waiver will only be effective upon entry of the Sale
       Order, including approval of the wind-down budget;

    -- to limit the waiver and release provisions contained in
       the order to take actions taken prior to entry of the
       Final DIP Order.  Any release will be subject to the
       Creditors Committee's investigation rights; and

    -- that a mechanism for the valuation of the mortgage pools
       that serve as the Prepetition Secured Lenders' collateral
       will be formulated and approved as part of the Sale Order.

                  About HomeBanc Mortgage Corp.

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

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

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


HOMEBANC CORP: Court Gives Final Nod on Cash Collateral Use
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
HomeBanc Mortgage Corporation and its debtor-affiliates
authority, on a final basis, to use the cash derived from
operating their loan servicing business, which is claimed as
collateral by their prepetition lenders.

The Debtor will use the funds to pay for expenses stated in a 16-
week budget, a projected cash flow statement as of Aug. 23, 2007,
for the periods August 13, through Nov. 26, 2007.  A copy of that
budget is available for free at
http://researcharchives.com/t/s?2336

The Court ruled that the Debtors' right to use the Cash Collateral
will terminate automatically upon the termination date, which is
the earliest to occur of (i) the date which is 25 days following
the date of entry of the Interim Order, if the Final Order has
not been entered by the Court on or before that date, (ii)
maturity date on November 30, 2007, (iii) confirmation date of a
plan, (iv) date of receipt of proceeds of the servicing asset
sale, and (v) the acceleration of the Loans and the termination
of the total commitment.  If the termination date occurs because
of the Servicing Asset sale, the Prepetition Agent will have the
right to allow the Debtors to continue to use Cash Collateral.

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

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

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


HOMEBANC CORP: Wants Freddie Mac & JPM Servicing Deals Approved
---------------------------------------------------------------
HomeBanc Mortgage Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to approve
two stipulations between and among JPMorgan Chase Bank, N.A.,
Federal Home Loan Mortgage Corporation, and HomeBanc Mortgage
Corporation regarding:

   (i) the interim transfer of servicing of Freddie Mac's
       loans; and

  (ii) the sale of the servicing of Freddie Mac's loans.

The Debtors are borrowers from certain prepetition lenders under
a master repurchase agreement (i) between, among others,
JPMorgan, as administrative agent, various buyers and certain of
the Debtors, as sellers, dated October 31, 2006, as amended; and
(ii) between JPMorgan, as Buyer, and certain of the Debtors, as
sellers, dated January 23, 2007, as amended.

JPMorgan and the Debtors are also parties to a loan and security
agreement among JPMorgan, as administrative agent, various
lenders and certain of the Debtors, as borrowers, dated
November 17, 2006.  The Servicing Loan Agreement provides for a
$75,000,000 committed facility to provide the Debtors with
working capital.  As of Aug. 9, 2007, JPMorgan asserts that
around $67,600,000 in principal amount, plus interest, fees and
expenses, is outstanding under the Servicing Loan Agreement.

To secure their obligations under the Servicing Loan Agreement,  
the Borrowers granted JPMorgan, for the benefit of the Servicing
Lenders, a security interest -- Servicing Security Interest -- in
all collateral, which includes rights in certain of the
Borrowers' servicing contracts, subject and subordinate only to
the interests of Freddie Mac.

The Debtors has obtained the Court's approval to borrow
$8,500,000 from certain of the Servicing Lenders to be used to
finance expenses should the cash collateral and the Debtors'
other resources prove inadequate, on terms set forth in documents
governing the financing.

On September 13, the Court authorized the Debtors to implement an
expedient bidding and auctions procedure.  Pursuant to the Sale
Procedures Order, parties seeking to bid on the Servicing
Business are required to submit bids no later than October 2.  
Thereafter, the Debtors, in consultation with representatives of
their various stakeholders, will conduct an auction of the
Servicing Business on October 9.  The hearing to consider the
sale of the Servicing Business is set for October 16.

To further facilitate the sale process approved by the Sale
Procedures Order, the Court also approved the Debtors' entry into
a subservicing agreement whereby JPMorgan will subservice a
significant loan portfolio -- approximately $16,000,000,000 --
currently serviced by the Debtors.  The Debtors expect that the
JPM Subservicing Agreement will further stabilize the Debtors'
Servicing Business as a whole through the sale process.

                            Disputes

Before the Debtors' bankruptcy filing, the HBMC was a Freddie Mac
seller/servicer.  As of Aug. 9, 2007, HBMC serviced 7,101
Freddie Mac loans with an aggregate original principal loan
balance of $1,370,405,809.

The Debtor, Freddie Mac and JPMorgan are parties to a certain
acknowledgement agreement executed on December 1, 2006, pursuant
to which Freddie Mac consented to the grant of the Servicing
Security Interest to JPMorgan, and the parties set forth certain
rights and obligations with respect thereto, including the rights
and obligations of the parties in connection with the transfer of
the Freddie Mac Servicing.

Freddie Mac has asserted that pursuant to its Single-Family
Seller/Servicer Guide and effective August 7, 2007, the Debtors'
eligibility to sell mortgages to and service mortgages for
Freddie Mac was terminated with "cause".  The Debtor disputes the
validity of the asserted Termination.

On August 8, 2007, Freddie Mac secured possession of the Debtors'
custodia account funds related to the Freddie Mac Loans in the
amount of $6,059,361 for principal and interest -- P&I Funds --
and $13,101,448 for taxes and insurance -- T&I Escrows.  Without
access to the T&I Escrows, HBMC is unable to make required real
estate tax, insurance and other applicable impound fund payments
for the Freddie Mac Loans.

>From August 7 to Aug. 9, 2007, Freddie Mac demanded and
sought to obtain files, including all electronic documentation of
any kind relating to the Freddie Mac Loans, which were being held
in the custody of the Debtor.  Freddie Mac maintains that HBMC
has no right, title, claim or interest in and to any of the
Servicing, the revenues related to the Servicing, or the
Servicing transfer proceeds, if any and if applicable, and
further assert that any Servicing, revenues, Servicing Transfer
Proceeds or Surplus Proceeds are not property of the estate.

The Debtor disputes the position taken by Freddie Mac as to the
Termination, the Debtors' rights to the Servicing and related
revenues.  HBMC further disputes that the Servicing or related
revenues are not property of the estate, or that the automatic
stay is inapplicable thereto.

              Interim Servicing and Sale Stipulations

According to Joseph M. Barry, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, the Debtors' entry into the
Stipulations will furthe the same goals as the Sale Procedures
Order and the JPM Subservicing Agreement, and create uniformity
as the Debtors move through the sale process.

The Interim Servicing Stipulation contemplates that the Freddie
Mac Servicing Rights will be transferred to JPMorgan for
servicing pending completion of the sale process.

The Sale Stipulation contemplates that (i) the Freddie Mac
Servicing Rights will be sold in tandem with the rest of the
Servicing Business at the Auction, and (ii) the parties will be
authorized to consummate a sale of the Freddie Mac Servicing
Rights to the bidder or bidders selected at the Auction without
further hearing or Court order.

Rights in tandem with the sale process of the Freddie Mac
Servicing Rights will result in a greater return to the estates
than segregating the processes, Mr. Barry says.  The Stipulations
will not only preserve the value of a portion of the Debtors'
Servicing Business, but are sensible in light of the recent
Court-approved sale procedures and JPM Subservicing Agreement, he
asserts.

To avoid expensive and protracted litigation and the furthe
deterioration of the value of the Servicing, the parties have
negotiated in good faith and wish to compromise and settle the
controversies between them.  The salient terms of the Interim
Servicing Stipulation are:

   a) HBMC will turn over the Freddie Mac Files to JPMorgan.
      JPMorgan agrees to take possession of the Freddie Mac Files
      and to service the Freddie Mac Loans on an interim basis
      pending the conduct, conclusion and closing of a sale of
      the Freddie mac Servicing to be conducted under and
      pursuant to the Acknowledgement Agreement and Sale
      Stipulation;

   b) The Debtor agrees to account for and turn over to JPMorgan
      any payments it received in connection with the Freddie Mac
      Loans on and subsequent to the Termination Date that have
      not previously been turned over to Freddie Mac.  HBMC and
      JPMorgan will send letters to the borrowers on the Freddie
      Mac Loans informing them that they should thereafter make
      their monthly mortgage payments to JPMorgan, but any
      payments already made will be forwarded by HBMC to JPMorgan
      and credited to their account;

   c) JPMorgan agrees to provide, pursuant to an interim
      servicing agreement to be agreed upon between JPMorgan and
      Freddie Mac, interim servicing for the Freddie Mac Loans
      until the time as a permanent servicing transfer is
      accomplished.  Freddie Mac and JPMorgan will promptly
      provide the Debtor with a copy of the pricing information
      under the Freddie Mac Servicing Agreement.  The pricing of
      the servicing with respect to the Freddie Mac Interim
      Servicing Agreement will be no greater in the aggregate
      than the pricing of the servicing with respect to the
      Mortgage Loan Subservicing Agreement being entered into by
      the Debtor and JPMorgan.  With the exception of Freddie
      Mac's servicing transfer costs, the Freddie Mac Interim
      Servicing Agreement will not form the basis for any
      additional claims against the Debtor;

   d) The Debtor agrees to cooperate fully with Freddie Mac and
      JPMorgan in effectuating the Interim Servicing Transfer to
      JPMorgan by performing certain additional acts, including
      P&I Account reconciliation, T&I Account reconciliation,
      forwarding recorded documents, and other reasonably
      necessary actions requested by Freddie Mac or JPMorgan;

   e) Contemporaneously with the Interim Servicing Transfer,
      Freddie Mac will reimburse the Debtors for any and all
      unreimbursed advances of whatever type previously made on
      behalf of the Freddie Mac Loans.  Upon execution of the
      Interim Servicing Stipulation, Freddie Mac will reimburse
      the Debtor from the T&I Escrows for all amounts paid by
      Debtor to borowers as a return of their escrow balances,
      upon the payment of their loans in full, which amounts the
      Debtor advanced because the T&I Escrows had been swept and
      were not available to the Debtor;

   f) Following execution of the Interim Servicing Stipulation
      through and including the date of the Interim Service
      Transfer to JPMorgan, the Debtor will povide Freddie Mac
      with a detailed list of all necessary tax and insurance
      payments as the payments come due, whereupon Freddie Mac
      will on a daily basis, transfer to the Debtor fom the T&I
      Escrows the applicable amounts needed to pay required real
      estate taxes, insurance and other applicable impound fund
      amounts on account of the loans covered by the T&I Escrows;
      and

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

Mr. Barry discloses that the provisions of the Sale Stipulation
include:

   a) The Debtor and JPMorgan acknowledge and agree that Freddie
      Mac has a first priority right of payment from the
      Servicing Transfer Proceeds generated by the Auction sale.
      The total amount of Freddie Mac's claims and Freddie Mac's
      Servicing Transfer Costs to be deducted from the Servicing
      Tranfer Proceeds will be determined by Freddie Mac as of
      the date of the Permanent Servicing Transfer in accordance
      with the Acknowledgement Agreement;

   b) On the condition and to the extent that Freddie Mac has
      reimbursed the Debtor or JPMorgan for any and all advances
      made on behalf of the Freddie Mac Loans.  As of August 31,
      2007, Freddie Mac estimates its Claims to be $1,932,881,
      and the Servicing Transfer Costs to be $33,228;

   c) Without Freddie Mac or the Administrative Agent conceidng
      that the Debtor's consent is necessary, the Debtor agrees
      that a Servicing Transfer with assumption of warranties
      through an auction sale conducted by MountainView Servicing
      Group, LLC, is acceptable to the Debtor and JPMorgan;

   d) MountainView will be engaged as a broker by the Debtors
      pursuant to a brokerage agreement.  The Auction Sale will
      be conducted as promptly as practicable in a commercially
      reasonable manner, consistent with and as permitted by the
      Acknowledgement Agreement and pursuant to the Court's order
      on the Sale Stipulation, in order to effect the Permanent
      Servicing Transfer with Assumptions and Warranties;

   e) The Debtor, JPMorgan and Freddie Mac undertake to ensure
      that the Auction Sale is conducted in a commercially
      reasonable manner for mortgage servicing rights and seek to
      generate the maximum amount of surplus proceeds;

   f) The Debtor and JPMorgan acknowledge and agree that the
      Permanent Servicing Transfer will be accomplished from the
      Interim Servicer pursuant to the Acknowledgement Agreement
      and in accordance with the Servicing Transfer procedures;
      the transferre of the Servicing must meet the eligibility
      and performance requirements set forth in the Guide and the
      Acknowledgement Agreement in order to be acceptable for
      Freddie Mac; it is the intention of Freddie Mac and
      JPMorgan to effect a Servicing Transfer With Assumption of
      Warranties; provided, however, if the transfer of Servicing
      can only be effected by a Servicing Transfer Without
      Assumption of Warranties, there will be no Surplus Proceeds
      available to be paid to JPMorgan or the Debtor.  JPMorgan
      will have up to 180 days to implement a Servicing Transfer
      With Assumption of Warranties and JPMorgan's rights under
      Section 8(d)(2) are preserved;

   g) The Debtor, JPMorgan and Freddie Mac acknowledge and agree
      that provided there is a Servicing Transfer With Assumption
      of Warranties, and sufficient Servicer Transfer Proceeds
      are generated by the Auction Sale to pay the Freddie Mac
      Claims and the Freddie Mac Servicing Transfer Costs in
      full, then the claims and costs will be paid from the
      Servicing Transfer Proceeds, and that thereafter any
      Surplus Proceeds will be paid to JPMorgan, for application
      in accordance with the August 30, 2007 interim DIP order
      and if applicable thereafter to the Debtor; and

   h) Thereafter Freddie Mac will not assert any additional
      claims or liabilities against the Debtor's estate arising
      out of or related to the Termination or any obligations of
      Debtor to Freddie Mac under the Guide or the
      Acknowledgement Agreement, and provided that Freddie mac
      has reimbursed the Debtor for all amounts required to be
      paid pursuant to the Sale Stipulation and Interim Servicing
      Stipulation, the Debtor agrees not to assert any claims
      against Freddie Mac arising out of or related in any way to
      the Surplus Proceeds.

                   About HomeBanc Mortgage Corp.

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

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

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


HUNT REFINING: Loan Cancellation Cues Moody's to Withdraw Ratings
-----------------------------------------------------------------
Moody's withdrew its ratings for Hunt Refining Company due to the
cancellation of the syndication of the credit facilities rated on
July 24,2007.  Following the cancellation of the facilities, HRC
has no rated debt at this time.  The ratings being withdrawn are:
B2 corporate family rating, a B2 probability of default rating,
and the B1 (LGD 3; 40%) rating for $760 million of first lien
credit facilities which were supposed to be comprised of:

   1. a $130 million revolving tranche A construction facility
      with a term option,

   2. a $200 million term loan B,

   3. a $200 million delayed draw term loan B,

   4. a $100 million pre-funded letter of credit facility
      (Synthetic L/C Facility), and

   5. a $130 million revolving credit facility.

Hunt Refining is a wholly-owned subsidiary of Hunt Consolidated
Inc. and is headquartered in Tuscaloosa, Alabama.


JARDEN CORP: Richard J. Heckmann Joins Board of Directors
---------------------------------------------------------
Richard J. Heckmann was appointed to the Jarden Corporation's
board of directors in accordance with the provisions of the
Agreement and Plan of Merger, dated as of April 24, 2007, pursuant
to which Jarden acquired K2 Inc.  The acquisition of K2 Inc. was
completed on Aug. 8, 2007.

"We are delighted to have Dick join our board of directors,"
Martin E. Franklin, chairman and chief executive officer of Jarden
Corporation, stated.  "His appointment will bring added expertise
to our board from his years of experience in building strong niche
brands.  We look forward to Dick's assistance in continuing to
grow our business."

Mr. Heckmann, age 63, was the chairman and chief executive officer
of Heckmann Corporation since May 2007.  From February 2007 to
August 2007, Mr. Heckmann was the executive chairman of K2, and
from April 2000, to August 2007, he was the Chairman of the board
of directors of K2.

He served as the chief executive officer of K2 from October 2002,
through February 2007.  Mr. Heckmann served as a director of MPS
Group Inc. from April 2003, through March 2004, Philadelphia
Suburban Corporation from August 2000, through February 2002,
United Rentals Inc. from October 1997, through May 2002, Waste
Management Inc. from January 1994 through January 1999 and Station
Casinos Inc. from April 1999, through March 2001.

Mr. Heckmann retired as chairman of Vivendi Water, an
international water products group of Vivendi S.A. in June 2001.  
Mr. Heckmann was chairman, president and chief executive officer
of U.S. Filter Corporation from 1990 to 1999.  

He has served as the associate administrator for finance and
investment of the Small Business Administration in Washington, DC
and was the founder and chairman of the board of Tower Scientific
Corporation.

In addition, Charles R. Kaye has resigned as a director.  
Mr. Kaye, who is co-president of the global private equity firm
Warburg Pincus LLC, had been a director since February 2005.

"We will miss the invaluable guidance that Chip has brought to our
company during his tenure on our board, Mr. Franklin said.  "We
have benefited greatly from his financial sophistication and
expertise, especially in the areas of mergers and acquisitions."

                    About Jarden Corporation

Headquartered in Rye, New York, Jarden Corporation (NYSE: JAH) --
http://www.jarden.com/-- manufactures and distributes niche    
consumer products used in and around the home.  The company's
primary segments include Consumer Solutions, Branded Consumables,
and Outdoor.

                            *     *     *

As reported in the Troubled Company Reporter on July 31, 2007,
Standard & Poor's Ratings Services affirmed its bank loan and
recovery ratings on Jarden Corp.'s (B+/Stable) senior secured
financing in light of its planned $700 million add-on to its
existing $975 million senior secured term loan B.


JENKENS & GILCHRIST: Intends to Dispose Client Files by October 15
------------------------------------------------------------------
Jenkens & Gilchrist LLP has served notice that as part of its
dissolution which became effective on March 31, 2007, the law firm
intends to dispose of all physical and electronic client files in
its possession.

Those wishing to claim and retrieve a client file may do so by by
corresponding to Jenkens & Gilchrist with your contact information
not later then Oct. 15, 2007:

     Jenkens & Gilchrist LLC
     Attn: Records
     P.O. Box 130479, Dallas
     Texas 75313
  
     or:

     e-mail record@jenkens.com

Jenkens & Gilchrist will destroy those files for which no request
is received by Oct. 15, 2007.

                    About Jenkens & Gilchrist

Jenkens & Gilchrist -- http://www.jenkens.com/-- was prior to  
March 31, 2007, a full-service law firm providing legal services
to businesses and individuals with U.S. and international
operations from offices in Austin, Chicago, Dallas, Houston, Los
Angeles, New York, Pasadena, San Antonio, and Washington, D.C.  

The dissolution of Jenkens & Gilchrist followed a probe by the
Internal Revenue Service into the law firm's involvement in
abetting tax evasion by clients and promoting criminal tax
shelters to high-net-worth individuals, for which the law firm was
penalized a total of $76.0 million.


JON FITZGERALD: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Jon P. Fitzgerald
        Theresa Fitzgerald
        800 Eaglenook Way
        Ospray, FL 34229

Bankruptcy Case No.: 07-08746

Chapter 11 Petition Date: September 23, 2007

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Paul DeCailly, Esq.
                  DeCailly PLC
                  3111 West Martin Luther King Boulevard
                  Suite 100
                  Tampa, FL 33607
                  Tel: (813) 286-2909
                  Fax: (734) 222-9835

Total Assets: $784,678

Total Debts:  $1,361,623

Debtor's List of its 10 Largest Unsecured Creditors:

   Entity                      Nature of Claim        Claim Amount
   ------                      ---------------        ------------
Tempur-Pedic                   Pending Lawsuit          $1,000,000
Internations, Inc.
Warner, Smith & Harris
P.O. Box 1626
Fort Smith, AR 72902

Priscilla Fitzgerald           Personal Guarantee          $40,000
5 Voke Street
North Reading, MA 01864

Carlton Fields                 Legal Fees                  $12,000
Corporate Center Three
4221 West Boy Scout Boulevard
Suite 1000
Tampa, FL 33607

Pender Newkirk & Company, LLP  Litigation Expenses          $1,681

Capital One Bank               Credit Card                    $810

OSI Collection                 Collection Medical             $484

Professional Adjustment Co.    Collection Medical             $422

Merchants Association          Collection Medical             $204
Collection

Gulf Coast Collection          Collection Medical              $65


KEVIN WORMLEY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Kevin John Wormley
        3413 Inglewood Boulevard
        Los Angeles, CA 90066

Bankruptcy Case No.: 07-18326

Chapter 11 Petition Date: September 21, 2007

Court: Central District Of California (Los Angeles)

Judge: Alan M. Ahart

Debtor's Counsel: Robert P. Goe, Esq.
                  Goe & Forsythe, LLP
                  660 Newport Center Drive, Suite 320
                  Newport Beach, CA 92660
                  Tel: (949) 467-3780
                  Fax: (949) 721-0409

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


LOCAL INSIGHT: S&P Rates $125.65 Mil. Class B Notes at BB-
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Local Insight Media Finance LLC's $667.65 million
fixed-rate senior and subordinated notes.

The preliminary ratings are based on information as of
Sept. 21, 2007.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect:

  -- An analysis of the cash flow related to Local Insight
     Media Finance LLC, ACS Media Finance LLC, and CBD Media
     Finance LLC's businesses and interests in the related
     contacts and rights;

  -- The securitization's legal structure; and

  -- Local Insight Media LLC's servicing ability.

The notes will be repaid primarily from cash flows generated from
existing and future agreements associated with the Alaska (ACS
Media Finance LLC) and Cincinnati (CBD Media Finance LLC)
businesses and certain other revenues, accounts, agreements, and
intellectual property securing the transaction.  The class A-1 and
A-2 notes benefit from an irrevocable and unconditional surety
policy provided by Ambac Assurance Corp. (Ambac; 'AAA').
The class B notes are subordinated to the class A-1 and A-2 notes
and do not benefit from a surety policy.  The class A-1 and A-2
notes received investment-grade Standard & Poor's underlying
ratings.
   
                Preliminary Ratings Assigned

Local Insight Media Finance LLC
   
       Class           Rating                  Amount
       -----           ------               ------------
       A-1*            AAA                      N/A
       A-2             AAA                  542,000,000
       B               BB-                  125,650,000
   
* Class A-1 is a variable funding note.  The preliminary rating is
based on the surety policy provided by Ambac.

                     N/A - Not applicable.


LNR CDO: S&P Lifts $43 Mil. Class J Notes' Rating to B+
-------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B, C-FX, C-FL, D-FX, D-FL, E-FX, E-FL, F-FX, F-FL, G, H, and J
notes issued by LNR CDO 2003-1 Ltd., an arbitrage CDO of ABS
transaction collateralized entirely by CMBS debt obligations, and
removed them from CreditWatch with positive implications.  At the
same time, S&P affirmed the 'AAA' rating on the class A notes due
to the level of overcollateralization available to support the
notes.  

The raised ratings reflect factors that have positively affected
the credit enhancement available to support the notes, including
an improvement in the overall credit quality of the assets in the
collateral pool since the transaction was originated in July 2003.  
The weighted average rating of the
assets in the collateral has increased to 'BB' from 'B+' at
closing.  

Ratings raised and removed from creditwatch positive:

LNR CDO 2003-1 Ltd.

                    Rating
                    ------
          Class   To     From                   Balance
          -----   --     ----                  ----------
          B       AAA    AA/Watch Pos          78,184,000
          C-FX    AA     A/Watch Pos            9,860,000
          C-FL    AA     A/Watch Pos           34,000,000
          D-FX    AA-    A-/Watch Pos          40,766,000
          D-FL    AA-    A-/Watch Pos           5,000,000
          E-FX    A      BBB/Watch Pos         41,626,000
          E-FL    A      BBB/Watch Pos         48,000,000
          F-FX    BBB+   BBB/Watch Pos         44,724,000
          F-FL    BBB+   BBB/Watch Pos          6,000,000
          G       BBB    BBB-/Watch Pos        12,204,000
          H       BB+    BB/Watch Pos          30,511,000
          J       B+     B/Watch Pos           43,478,000
   
Rating affirmed:
   
LNR CDO 2003-1 Ltd.

          Class              Rating         Balance
          -----              ------        ----------
          A                  AAA           99,160,000
    

LNR PROPERTY: S&P Raises $1.7 Billion Loan's Rating to BB
---------------------------------------------------------
Standard & Poor's Ratings Services upgraded LNR Property Corp.'s
(B+/Stable/--) $1.7 billion senior secured credit facility to 'BB'
from 'B+', as part of S&P's continued rollout of recovery
analyses.

S&P assigned the facility a recovery rating of '1', resulting in
an issue rating two notches above the corporate credit rating.  
The recovery rating is based on a discrete asset analysis.  S&P's
hypothetical bankruptcy scenario assumes a fully drawn revolving
credit facility and a certain level of losses on CMBS and other
assets due to possible market disruptions.  To determine
collateral value, S&P haircuts the value of the assets securing
the senior facility in the simulated default year.

"Based on this analysis, the projected value of the collateral
provides for a very high level of expected recovery in the event
of a payment default," said Standard & Poor's credit analyst
Andrew T. Sharp.


MCARTHUR FOGG: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Mcarthur Fogg
        13803 Dawn Whistle Way
        Bowie, MD 20721

Bankruptcy Case No.: 07-19187

Chapter 11 Petition Date: September 21, 2007

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Ronald B. Greene, Esq.
                  Goren Wolff & Orenstein
                  9500 Annapolis Road
                  Suite B-5
                  Lanham, MD 20706
                  Tel: (301) 577-1300

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 12 Largest Unsecured Creditors:

   Entity                       Nature of Claim       Claim Amount
   ------                       ---------------       ------------
Deere Credit Services                                       $4,020
8402 Excelsior Drive
Madison, WI 53717

Citibank USA                    Credit Card                 $3,009
P.O. Box 6003
Hagerstown, MD 21747

Drs. Mininberg and              Medical Bill                $2,775
Fechter, P.A.
10301 Georgia Avenue
Suite 105-a
Silver Spring, MD 20902

Capital One Bank                Credit Card                 $2,545

AMEX                            Credit Card                 $2,540

Maryland Open MRI               Medical Bill                $1,865

Shell Oil/Citibank              Credit Card                   $685

Cross Country Bank              Credit Card                   $336

GEMB/LOWES                      Credit Card                   $180

Diagnostic Imaging, LLC         Medical Bill                  $123

HSBC NV                         Credit Card                    $90

First National                  Credit Card                     $1
Bank of America


MIRANT CORP: Texas Court Confirms Mirant Lovett’s Amended Plan
--------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Texas - Fort Worth Division confirmed Mirant Lovett LLC's Amended
Chapter 11 Plan of Reorganization on September 19, 2007, after
finding that the Plan satisfies the 13 statutory requirements
under Section 1129(a) of the Bankruptcy Code.

On Mirant Lovett's behalf, Jeff P. Prostok, Esq., at Forshey &
Prostok LLP, in Fort Worth, Texas, stepped Judge Lynn through the
Section 1129(a) requirements necessary to confirm the proposed
Plan:

  1. The Mirant Lovett Plan complies with the applicable
     provisions of the Bankruptcy Code thereby satisfying
     Section 1129(a)(1).

     Under the Lovett Plan, each class of Claims and Equity
     Interests contains only Claims or Equity Interests that
     are substantially similar to the other Claims or Equity
     Interests within the class.  Valid business, legal, and
     factual reasons exist for the separate classification of
     each of the Classes of Claims and Equity Interests created
     under the Supplemental Plan, and the Classes do not
     unfairly discriminate between or among holders of Claims
     and Equity Interests.

  2. Mirant Lovett has complied with all previous orders of the
     Court regarding solicitation of the Lovett Plan.  Mirant
     Lovett has also complied with the Bankruptcy Code, the
     Bankruptcy Rules and other applicable law with respect to
     solicitation.  Accordingly, the Mirant Lovett have complied
     with Section 1129(a)(2).

  3. Mirant Lovett has proposed the Lovett Plan in good faith.
     As the Lovett Plan is the result of extensive, arm's-
     length and good faith negotiations, it provides fundamental
     fairness to all creditors and equity interest holders.
     The Lovett Plan also provides Mirant Lovett's creditors
     and equity interest holders with the best possible
     recovery under the circumstances.  Accordingly, the Lovett
     Plan satisfies the requirements of Section 1129(a)(3).

  4. Pursuant to the Lovett Plan, each Professional Person who
     holds or asserts a Fee Claim is required to file with the  
     Bankruptcy Court, and serve on all parties required to
     receive notice, a Fee Application within 45 days after the
     effective date of the Lovett Plan.  This provision is
     sufficient to comply with Section 1129(a)(4).

  5. The Lovett Plan satisfies the requirements of Section
     1129(a)(5), because it sets forth the identities of Mirant
     Lovett's directors as of the Lovett Plan Effective Date.
     The directors of Mirant Lovett are highly qualified and
     their appointment is clearly consistent with the interests
     of Mirant Lovett and with public policy.

  6. The Lovett Plan does not provide for the change of any
     rate that is within the jurisdiction of any governmental    
     regulatory commission after the occurrence of the Lovett
     Plan Effective Date.  Therefore, the provisions of Section
     1129(a)(6) are inapplicable.

  7. The Plan satisfies Section 1129(a)(7) because the "best
     interests" test is satisfied with respect to all impaired
     classes of Claims and Equity Interests.  Recoveries to  
     impaired classes under the Lovett Plan greatly exceed the
     amounts the parties would receive in a liquidation.

  8. Class 1 Taxing Jurisdiction Settlement Claims, Class 3
     Equity Interests, and the Class 5 Priority Claims are not
     impaired under the Lovett Plan, and, therefore, are deemed
     to have accepted the Lovett Plan.  Mirant Lovett submits
     that all impaired Unsecured Classes and Convenience Classes
     votes received have accepted the Lovett Plan.  Therefore,
     the Lovett Plan complies with Section 1129(a)(8).

  9. Under the Plan, the treatment of Allowed Administrative
     Claims, New York DIP Claims, Priority Claims, and Tax
     Claims satisfies the requirements of Section 1129(a)(9).

10. The Lovett Plan satisfies Section 1129(a)(10) because
     among other things, Class 2 Unsecured Claims Against Mirant
     Lovett, and Class 4 Convenience Claims are impaired and
     voted to accept the Lovett Plan, without including any
     acceptance of the Lovett Plan by insiders on account of
     Intercompany Claims or otherwise.

11. For purposes of determining whether the Lovett Plan
     satisfies the feasibility standard, Mirant Lovett has
     analyzed its ability to fulfill its obligations under the
     Lovett Plan.

     Mirant Lovett asserts that based on projections and
     evidence provided to the Court, the Lovett Plan is
     feasible; they will have sufficient cash flow to meet their
     obligations under the Lovett Plan.  Thus, Section
     1129(a)(11) is satisfied.

12. The Lovett Plan incorporates by reference provisions of
     the confirmed Joint Chapter 11 Plan of Reorganization filed
     by the New Mirant Entities, which provides for the payment
     of all statutory fees by Mirant Lovett on or before the
     Lovett Plan Effective Date, thereby satisfying Section
     1129(a)(12).

13. Mirant Lovett is not obligated to provide retiree benefits
     and, thus, Section 1129(a)(13) is inapplicable.

Judge Lynn also found that the Plan complies with Section 1123(a)
on the basis that:

  -- it designates classes of claims as required by Section
     1123(a)(1);

  -- it specifies which classes of Claims and Equity Interests
     are not impaired and sets forth the treatment for the
     classes as required by Sections 1123(a)(2) and (3);

  -- it provides for the same treatment for each Claim or
     interest within a particular class as required by Section
     1123(a)(4);

  -- it provides for adequate means of implementation as
     required by Section 1123(a)(5); and

  -- it contains only provisions that are consistent with the
     interests of creditors and equity securities holders as
     required by Section 1123(a)(7).

In addition, the Lovett Plan provides for (i) the rejection,
assumption and assumption and assignment of executory contracts,
and (ii) an "intercompany settlement," which resolves
intercompany claims pursuant to a settlement and compromise.

Mr. Prostok stated that the Intercompany Settlement does not
affect the status of Mirant lovett as separate legal entities;
change the organizational structure of Mirant Lovett; constitute
a change of control of Mirant Lovett for any purpose; and cause a
merger or consolidation of any legal entities, nor cause the
transfer of any assets.  Under its Plan, Mirant Lovett continue
to exist as separate legal entities.

Moreover, Judge Lynn authorized Mirant Lovett to take all limited
liability company actions necessary or appropriate to implement
and consummate all the provisions of the Lovett Plan.

Judge Lynn ruled that the stay contemplated by Rule 3020(e) of
the Federal Rules of Bankruptcy Procedure will terminate on
September 28, 2007, at 4:00 p.m. (prevailing Central time).

On the Plan effective date, Mirant Lovett may operate its
business and use, acquire and dispose of its assets free of any
restrictions of the Bankruptcy Code.

Mirant Corporation, as the Court-approved Disbursing Agent, will
have all the powers, rights, duties and protections afforded the
Disbursing Agent under the Lovett Plan, and is authorized by the
Court to make the required Lovett Plan distributions specified
under the Lovett Plan on the relevant distriution date.

                         Settlements

Each of the New York Settlement, the 2007 Tax Agreement and the
2007 Amended Consent Decree is incorporated in the Confirmation
Order, and will be fully enforceable against Mirant Lovett.

Mirant Lovett will provide for the payment, by no later than the
Lovett Plan Effective Date, of any tax amount, accrued interest
or change that may be due and owing the Tax Jurisdictions as of
September 19.

          Special Provisions On Governmental Entities

Notwithstanding any provision to the contrary in the Lovett Plan
or the Confirmation Order, any liability of any entity or
individual relating to any pending violation of, or relating to,
the State Pollutant Discharge Elimination System water permit
program, solid and hazardous waste program, and air program for
the Lovett facility generating station, will not be subject to
discharge under the Lovett Plan or Confirmation Order, to the
extent the liability is asserted by the State of New York, its
subdivisions, or the United States.

Nothing in the Lovett Plan or Confirmation Order will adversely
affect the rights and remedies of the State of New York under
environmental laws with respect to Mirant Lovett, including State
of New York v. Mirant New York, Inc. and Mirant Lovett, LLC No.
03 CV 4326 -- the New York Actions.

Upon the Effective date, the New York Actions will survive the
bankruptcy case and may be adjudicated and enforced in the
tribunals in New York with jurisdiction over the New York
Actions.

Judge Lynn ordered, however, that nothing will allow the state of
New York to pursue prepetition monetary claims, and Court
approval must first be obtained for any allowance of an
administrative expense.
             
Objections to the Lovett Plan not otherwise withdrawn,
resolved or otherwise disposed of, are overruled and denied in
their entirety.

                        About Mirant Corp.

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE:
MIR) -- http://www.mirant.com/-- is an energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant's investments in the Caribbean
include three integrated utilities and assets in Jamaica, Grand
Bahama, Trinidad and Tobago and Curacao.  Mirant owns or leases
more than 18,000 megawatts of electric generating capacity
globally.

Mirant Corporation filed for chapter 11 protection on
July 14, 2003 (Bankr. N.D. Tex. 03-46590), and emerged under the
terms of a confirmed Second Amended Plan on Jan. 3, 2006.
Thomas E. Lauria, Esq., at White & Case LLP, represented the
Debtors in their successful restructuring.  When the Debtors
filed for protection from their creditors, they listed
$20,574,000,000 in assets and $11,401,000,000 in debts.  The
Debtors emerged from bankruptcy on Jan. 3, 2006.  On March 7,
2007, the Court entered a final decree closing 46 Mirant cases.

Mirant NY-Gen LLC, Mirant Bowline LLC, Mirant Lovett LLC, Mirant
New York Inc., and Hudson Valley Gas Corporation, were not
included.  On Feb. 15, 2007, Mirant NY-Gen filed its Chapter 11
Plan of Reorganization and on Feb. 22 filed a Disclosure Statement
explaining that Plan.  The Court approved the adequacy of Mirant
NY-Gen's Disclosure Statement on March 22, 2007, and confirmed the
Amended Plan on May 7, 2007.  Mirant NY-Gen emerged from chapter
11 on May 7, 2007.

On July 13, 2007, Mirant Lovett filed its Chapter 11 Plan of
Reorganization.  (Mirant Bankruptcy News, Issue No. 130;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/  
or 215/945-7000)

                         *     *     *

The ratings of Mirant Corp. (Issuer Default Rating of 'B+') and
its subsidiaries remain on Fitch's Rating Watch Negative following
the company's plans to pursue alternative strategic options
including a possible purchase of Mirant by a third party.


MORGAN STANLEY: Moody's Reviews Ratingon 2002-AM2 Class B-1 Certs.
------------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade three certificates from two transactions, issued by
Aames Mortgage Trust in 2001 and Morgan Stanley Dean Witter in
2002.  The transactions are backed by first lien adjustable- and
fixed-rate mortgage loans originated by Aames Financial
Corporation.

The three subordinate certificates are placed under review for
possible downgrade because existing credit enhancement levels may
be low given the current projected losses on the underlying pools.  
The transactions have taken significant losses causing gradual
erosion of the overcollateralization.

Moody's complete rating actions are:

Issuer: Aames Mortgage Trust

Review for Downgrade:

   -- Series 2001-4; Class M-2 current rating A2, under review
      for possible downgrade;

   -- Series 2001-4; Class B, current rating Ba3, under review
      for possible downgrade.

Issuer: Morgan Stanley Dean Witter Capital I Inc. Trust

Review for Downgrade:

   -- Series 2002-AM2; Class B-1, current rating B3, under review
      for possible downgrade


MORTGAGE LENDERS: Has Until November 5 to Remove Actions
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extends the
time within which Mortgage Lenders Network USA, Inc., may remove
civil actions (i) pending as of its bankruptcy filing to Nov. 5,
2007, and (ii) initiated postpetition to:

    (i) the later of November 5, 2007; or

   (ii) the shorter of:

        (a) 30 days after receipt of the initial pleading; or

        (b) 30 days after receipt of the summons if the initial
            pleading has been filed with the Court but not
            served with the summons.

As reported in the Troubled Company Reporter on Aug. 15, 2007, the
Debtor asked the Court to hold that the Prepetition Removal
Deadline apply to all matters specified in Rules 9027(a)(2)(A),
(B) and (C), and that the Postpetition Removal Deadline apply to
all matters specified in Rule 9027(a)(3).

Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub LLP, in Wilmington, Delaware, said it was prudent for
the Debtor to seek an extension of the period to file notices of
removal to protect its right to remove the Actions.  

Since filing for bankruptcy, the Debtor has been constantly and
persistently occupied with matters of immediate importance to its
Chapter 11 case, Ms. Jones notes.  From the Petition Date to the
present, the Debtor has focused its efforts on the orderly wind
down of its business and the sale of its assets for the benefit of
its creditors.  Hence, the Debtor has not had an opportunity to
appropriately review Actions to determine whether there are any
that may need to be removed.

Ms. Jones contended that the Extension sought will afford the
Debtor the opportunity necessary to make fully-informed decisions
concerning removal of any Action and will assure that the Debtor
does not forfeit valuable rights under Section 1452.  
Furthermore, the rights of the Debtor's adversaries will not be
prejudiced by the Extension because any party to an Action that is
removed may seek to have it remanded to the state court pursuant
to Section 1452(b), Ms. Jones adds.

The Debtor believe its request is reasonable and practical in
light of the present posture of its bankruptcy case.

Middletown, Conn.-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering
a full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No.
07-10146).  Pachulski Stang Ziehl Young Jones & Weintraub LLP
represents the Debtor.  Blank Rome LLP represents the Official
Committee of Unsecured Creditors.  In the Debtor's schedules of
assets and liabilities filed with the Court, it disclosed total
assets of $464,847,213 and total debts of $556,459,464.  

The Debtor's exclusive period to file a chapter 11 plan expires on
Oct. 3, 2007.  (Mortgage Lenders Bankruptcy News, Issue No. 17;
Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/    
or 215/945-7000).


MUSICLAND HOLDING: Panel Enters Settlement with 20th Century Fox
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Musicland Holding
Corp. and its debtor-affiliates has agreed to settle its:

   (i) adversary proceeding against Twentieth Century Fox Home
       Entertainment LLC, formerly known as Twentieth Century
       Fox Home Entertainment, Inc.; and

  (ii) objection to 20th Century Fox's $30,729,276 claim,

for a cash payment of $589,000 and an allowed secured Fox Claim
in the reconciled amount of $28,636,687.  Both parties have
agreed to release each other against any and all claims, causes
of action, rights, liens, demands, obligations and liabilities of
any kind or nature.

The Debtors and the Informal Committee of Secured Trade Vendors
have consented to the Settlement.

Mark T. Power, Esq., at Hahn & Hessen LLP, in New York, notes
that the Committee considered the claims and defenses asserted by
Century Fox and has determined that there was substantial risk in
continuing litigation.

In making that determination, the Committee conducted its own
evaluation of the potential defenses to its claims as well as
investigating the defenses raised by Century Fox, Mr. Power says.

In particular, the Committee concluded that a majority of the
alleged preferential transfers were subject to an ordinary course
of business defense as they were paid either (a) within 58-73
days of invoices, which appeared to be the ordinary course of
business prior to the preference period or (b) between two days
before, or four days after due date, which was also the ordinary
course of business prior to the preference period.

Furthermore, the Committee concluded that even if a few transfers
were not made in the ordinary course of business, Century Fox had
a strong new value defense based on its being owed over
$15,000,000.

The Committee, in consultation with the Debtors and the Informal
Committee, also concluded, among other things, that an allowed
claim of $28,636,687 was consistent with the Debtors' books and
records.

Accordingly, the Committee believes the settlement with Century
Fox is reasonable as it would result in (a) the estates' receipt
of $589,000 without the need for costly and time-consuming
litigation in which there was substantial risk to the estates,
and (b) the fixing of the Fox Claim.

                     About Musicland Holding

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  At March 31, 2007, the Debtors
disclosed $20,121,000 in total assets and $321,546,000 in total
liabilities.

On May 12, 2006, the Debtors filed their Joint Plan of Liquidation
with the Court.  On Sept. 14, 2006, they filed an amended Plan and
a Second Amended Plan on Oct. 13, 2006.  The Court approved the
adequacy of the Amended Disclosure Statement on Oct. 13, 2006.  
The hearing to consider confirmation of the Amended Plan has been
adjourned to Sept. 27, 2007.  (Musicland Bankruptcy News, Issue
No. 38; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)   


MUSICLAND HOLDING: Wants Emergence Date Extended to October 31
--------------------------------------------------------------
Musicland Holding Corp. and its debtor-affiliates, the Official
Committee of Unsecured Creditors and the current members of the
Informal Committee of Secured Trade Vendors further agree that the
deadline set under the Debtors' Second Amended Plan for:

  (a) the Confirmation Order to become a Final Order is extended
      until September 30, 2007; and

  (b) occurrence of the Effective Date is extended until
      October 31, 2007.

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  At March 31, 2007, the Debtors
disclosed $20,121,000 in total assets and $321,546,000 in total
liabilities.

On May 12, 2006, the Debtors filed their Joint Plan of Liquidation
with the Court.  On Sept. 14, 2006, they filed an amended Plan and
a Second Amended Plan on Oct. 13, 2006.  The Court approved the
adequacy of the Amended Disclosure Statement on Oct. 13, 2006.  
The hearing to consider confirmation of the Amended Plan has been
adjourned to Sept. 27, 2007.  (Musicland Bankruptcy News, Issue
No. 38; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NASDAQ STOCK: Unit Sells 5.3 Million LSE Shares for $194 Million
----------------------------------------------------------------
The Nasdaq Stock Market, Inc. disclosed the disposal by its wholly
owned subsidiary Nightingale Acquisition Limited of 5,324,529
shares in the London Stock Exchange Group plc through a market
book-built sale process at a price of GBP18 per share.

The aggregate sale value of transaction is GBP95.8 million or
$194 million.

This sale represents the balance of the NASDAQ group interests in
LSE shares held following the disposal of 56 million shares
reported on Sept. 20, 2007.

As previously reported, last month, Nasdaq's Board of Directors
authorized the company to explore alternatives to divest its LSE
stake (61.3 million shares) after Nasdaq failed in its bid to
takeover LSE.  LSE shareholders rejected Nasdaq's $5.3 billion bid
on Feb. 10, 2007.

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.

                          *     *     *

In February 2007, Moody's Investors Service placed The NASDAQ
Stock Market Inc.'s long-term corporate family rating at Ba3 with
a negative outlook.  In November 2006, Standard & Poor's rated the
company's long-term local and foreign issuer credits at BB with a
stable outlook.  Both ratings still apply to date.


NATIONAL LAMPOON: Engages Weinberg & Co. as Accountant
------------------------------------------------------
Stonefield Josephson Inc., the independent accountant who had been
engaged by National Lampoon, Inc. as principal accountant to audit
the company's consolidated financial statements, was dismissed
effective Aug. 31, 2007.  On Aug. 27, 2007, the company's audit
committee approved the engagement of Weinberg & Company P.A. as
the company's new principal independent accountant to audit the
company's consolidated financial statements for the year ending
July 31, 2007.

The decision to change the company's independent accountant from
Stonefield Josephson Inc. to Weinberg & Company P.A. was approved
by the audit committee of our board of directors.

The report of Stonefield Josephson Inc. on the company's financial
statements as of and for the years ended July 31, 2006 and July
31, 2005 did not contain an adverse opinion, or a disclaimer of
opinion, however the report issued on the financial statements for
the year ended July 31, 2006 was modified as to the company's
ability to continue as a going concern.

During the periods ended July 31, 2006 and July 31, 2005 and the
interim period from Aug. 1, 2006 through the date of dismissal,
the company did not have any disagreements with Stonefield
Josephson Inc. on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the
satisfaction of Stonefield Josephson Inc., would have caused it to
make a reference to the subject matter of the disagreements in
connection with its reports.

Prior to engaging Weinberg & Company P.A., the company had not
consulted Weinberg & Company P.A. regarding the application of
accounting principles to a specified transaction, completed or
proposed, or the type of audit opinion that might be rendered on
the company's financial statements.

                   About National Lampoon

Based in West Hollywood, California, National Lampoon Inc.
(AMEX: NLN) -- http://www.nationallampoon.com/-- a media and
entertainment company, engages in the creation and distribution of
comedic content.  The company licenses the National Lampoon brand,
as well as content from its library for use in movies, television
programming, live events, radio broadcasts, recordings, electronic
games, live events, and other consumer products.

                     Going Concern Doubt

Stonefield Josephson Inc., in Los Angeles, California, expressed
substantial doubt about National Lampoon Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the year ended July 31, 2006.  The auditing firm
pointed to the company's net loss and negative working capital.


NEW CENTURY: Moody's Lowers Ratings on 14 Certificates
------------------------------------------------------
Moody's Investors Service upgraded 6 certificates and downgraded
14 certificates issued in 2004 and backed by loans originated by
New Century Mortgage Corporation.  The loan pools consist
primarily of subprime fixed and adjustable rate mortgage loans.  
The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to the expected loss.

The upgrades are based on the strong build up of credit
enhancement.  The downgrades are based on current and projected
pipeline losses compared to the available levels of enhancement.

Complete rating actions are:

Upgrades:

Issuer: GSAA Trust 2004-NC1

-- Class M-1, upgraded to Aa1 from Aa2;
-- Class M-2, upgraded to Aa3 from A2;
-- Class B-1, upgraded to A3 from Baa2;

Issuer: New Century Home Equity Loan Trust, Series 2004-2

-- Class M-1, upgraded to Aaa from Aa1;
-- Class M-2, upgraded to Aa1 from Aa2;
-- Class M-3, upgraded to Aa2 from Aa3;

Downgrades:

Issuer: Asset Backed Securities Corporation Home Equity Loan
        Trust 2004-HE1

-- Class M-6, downgraded to Ba2 from Baa3;

Issuer: Asset Backed Securities Corporation Home Equity Loan
        Trust 2004-HE2

-- Class M-6, downgraded to Ba2 from Baa3;

Issuer: Carrington Mortgage Loan Trust, Series 2004-NC1

-- Class M-3, downgraded to Baa2 from A3;
-- Class M-4, downgraded to Ba2 from Baa1;
-- Class M-5, downgraded to B2 from Baa2;
-- Class M-6, downgraded to B3 from Baa3;

Issuer: GSAMP Trust 2004-NC1

-- Class B-3, downgraded to Ba1 from Baa3;

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2004-NC1

-- Class B-3, downgraded to B1 from Baa3;

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2004-NC4

-- Class B-3, downgraded to Ba1 from Baa3;
-- Class B-4, downgraded to B2 from Ba1;

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2004-NC6

-- Class B-3, downgraded to Ba1 from Baa3;

Issuer: New Century Home Equity Loan Trust, Series 2004-1

-- Class M-6, downgraded to Ba1 from Baa3;

Issuer: New Century Home Equity Loan Trust, Series 2004-3

-- Class M-9, downgraded to Ba1 from Baa3;

Issuer: Securitized Asset Backed Receivables LLC Trust 2004-NC1

-- Class B-3, downgraded to Ba2 from Baa3.      


NEW JERSEY: S&P Cuts Series 2003 and 1998 Bond's Ratings to CC
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on New
Jersey Health Care Facilities Financing Authority's series 2003
and 1998 bonds, issued for Pascack Valley Hospital, to 'CC' from
'CCC', reflecting management's recently announced plans to file
for bankruptcy and close the hospital by the end of 2007, as well
as the continued precipitous decline in financial performance and
liquidity in 2006 and through the year-to-date period.  The
outlook is negative.

"The negative outlook reflects Pascack's lack of financial
viability as a stand-alone hospital, and its vulnerability to a
payment default," said Standard & Poor's credit analyst Charlene
Butterfield.  "The rating could be lowered to 'C' upon filing of
the bankruptcy petition, and will be lowered to 'D' when and if
Pascack fails to make a monthly payment to the bond trustee on
time and in full."

Management has given its employees a 60-day notice of termination;
closure and bankruptcy proceedings are expected to occur by Dec.
31, 2007.  Despite the plans for bankruptcy and closure, Pascack
has continued to make timely monthly payments to the trustee for
the purposes of bondholder repayment, and remains current on debt
service repayment. Standard & Poor's will continue to monitor the
timeliness of the monthly payments for notice of default.  

Pascack recorded an $8.2 million loss through the seven months of
2007 ended July 31, or a negative 10.6% margin.  As a result of
the weak finances, unrestricted cash reserves plummeted to a thin
$3.2 million, equal to eight days' cash on hand at
July 31, 2007.

Pascack Valley Hospital is located in Westwood, New Jersey, an
affluent suburb of Bergen County.  The 280-bed hospital is the
smallest of five acute-care providers in a highly competitive
county.  

The lowered rating affects about $78 million in rated debt.


NEWPAGE CORPORATION: Stora Deal Cues Moody's to Review Ratings
--------------------------------------------------------------
Moody's Investors Service placed the ratings of NewPage
Corporation under review for possible downgrade following the
company's announcement that it has signed a definitive agreement
to acquire Stora Enso's paper manufacturing operations in North
America.

Under the terms of the agreement, Stora Enso will receive about
$1.5 billion in cash, a $200 million note, and a 19.9% equity
interest in the new company.  NewPage received committed financing
to support the transaction and will also assume net liabilities of
about $450 million, consisting primarily of pension obligations.

The transaction, which is subject to regulatory approvals, is
expected to close in the first quarter of 2008.  With the
incurrence of the incremental indebtedness and excluding
synergies, Moody's preliminary estimates indicate that the
combined company will be more leveraged than the existing NewPage.  
The review will focus on the proposed capital structure of the
combined company, the integration process, and the anticipated
operating and financial performance of the combined company,
including the potential for cost synergies. The review will assess
the combined company's business prospects, cash flow, liquidity
arrangements and management, and is expected to be completed
within 60 to 90 days.

Ratings on review for possible downgrade:

-- Corporate Family Rating at B1
-- Senior Secured Term Loan at Ba2 (LGD 2, 25%)
-- Second Lien Notes at B2 (LGD 5, 73%)
-- Senior Subordinated Notes at B3 (LGD 6, 94%)

NewPage Corporation, headquartered in Miamisburg, Ohio, is a
leading U.S. producer of coated papers in North America.  The
company currently produces coated papers in sheets and rolls
through four integrated pulp and paper manufacturing mills with a
combined annual capacity of about 2.2 million tons.


NORTH AMERICAN: Posts $10.7 Million Net Loss in Qtr. Ended July 31
------------------------------------------------------------------
North American Scientific Inc. disclosed Friday its financial
results for the fiscal third quarter ended July 31, 2007.

For the third quarter of fiscal 2007, the company reported a net
loss from continuing operations of approximately $3.0 million and
a net loss of $10.7 million, including the discontinued operations
of the NOMOS(R) Radiation Oncology business.  This compares with a
net loss from continuing operations of $2.5 million and a net
loss, including discontinued operations, of $4.6 million for the
fiscal third quarter ended July 31, 2006.

For the third quarter of fiscal 2007, the company reported
revenues from continuing operations of approximately $3.4 million
compared with revenues of $3.2 million for the third quarter of
fiscal 2006.  

The increase in revenues from the prior year was due to a 17.0%
increase in sales of the company's brachytherapy seeds and
accessories, partially offset by a 14.0% decrease in non-
therapeutic product sales.  The increase in the net loss from
continuing operations was primarily due to decreased gross profit
of $200,000 related to higher material usage costs, and a $300,000
increase in operating expenses resulting from increased spending
in selling and marketing expense and R&D expense, both related to
the ClearPath device.

"During the fiscal third quarter we achieved our eighth
consecutive quarter of year-over-year growth in our Radiation
Sources business, and in our fiscal year-to-date our Radiation
Sources business has grown 21% over the prior year," said John B.
Rush, president and chief executive officer of North American
Scientific.  "Over the past two years, we have continued to
steadily increase our brachytherapy product sales and we believe
market dynamics and our strong relationships with our customers
will support future growth.  While our gross profit margin in the
third quarter was impacted by increased radioisotope material
spoilage costs, we do not expect these costs to continue in the
future.  We expect gross profit margins to improve over time as we
increase sales, particularly as we ramp up sales of our
ClearPath(TM) breast brachytherapy devices.

"Regarding ClearPath, we continue to execute our strategic launch
plan that includes working closely with key medical opinion
leaders as we prepare for full commercialization," continued Mr.
Rush.  "The first step in this process will begin with our initial
clinical experiences in a few targeted medical centers, which we
expect to complete before the end of fiscal 2007.  During the
fourth quarter of fiscal 2007, we intend to continue to spearhead
a number of development and marketing activities that will support
our commercial launch and generate additional mindshare among
healthcare professionals.  Our full commercialization plan also
includes the introduction and launch of a second generation for
our ClearPath-HDR device that will further increase functionality
and ease-of-use for radiation oncologists.  Finally, we are also
finalizing the design for our low-dose rate treatment device,
ClearPath-CR(TM) and we would expect to have a product ready for
commercialization in the beginning of fiscal 2008.

"As previously announced we have divested our NOMOS(R) Radiation
Oncology business, and we are now reporting that business as a
discontinued operation," continued Mr. Rush.  "This transaction
significantly reduces our cash burn, and therefore represents an
important milestone for the company as we restructure and drive
the organization towards financial health.  The next step in this
process involves completing an equity financing to fund operations
and the launch of the ClearPath product line for breast
brachytherapy.  We have experienced strong interest in the
investment opportunity, and we believe we will complete an equity
financing in the very near future.  We are excited about the
progress we have made in the last quarter, and look forward to
continued execution as a more focused entity."

At July 31, 2007, the company's consolidated balance sheet showed
$11.3 million in total assets, $10.5 million in total liabilities,
and $753,000 in total stockholders' equity.

The company's consolidated balance sheet at July 31, 2007, further
showed strained liquidity with $10.0 million in total current
assets available to pay $10.5 million in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended July 31, 2007, are available for
free at http://researcharchives.com/t/s?23a6

                 Liquidity and Capital Resources           

At the end of the third quarter of fiscal 2007, the company had
$1.8 million in cash and cash equivalents, compared with
$9.3 million at the end of fiscal year 2006.  During the third
quarter of fiscal 2007, the company used $1.6 million in cash for
operating activities, compared with $7.1 million in the first two
quarters of fiscal 2007 combined.  As of July 31, 2007 the company
had borrowed $1.4 million on its bank credit line.  The company
currently has approximately $500,000 remaining borrowing capacity
under its existing credit line, which is based on the balance of
NASI accounts receivable and subject to certain milestones.  The
existing credit line expires and all amounts outstanding
thereunder become due on Oct. 3, 2007.  The company is currently
discussing the extension of the credit line with its bank.  In
addition, the company is in discussions with another financial
firm regarding the establishment of a subordinated debt facility.

          Default in Tangible Net Worth Covenant Waived

Due to the $6.7 million impairment charge resulting from the sale
of the NOMOS Radiation Oncology business, as well as the losses
experienced by the discontinued NOMOS operations and the company's
continuing operations, the company’s tangible net worth as of
July 31, 2007, of $600,000 is in default of the $2.0 million
tangible net worth covenant in its Loan and Security Agreement, as
amended, with its bank.  The bank has agreed to forbear the
default, until such time as it determines in its discretion to
cease such forbearance.  

In addition, the company’s stockholders' equity as of July 31,
2007, did not meet the $10.0 million stockholders' equity
requirement for continued listing on the Nasdaq Global Market.  
Due to the company’s non-compliance, the company expects that The
Nasdaq Stock Market will send the company a notice that the
company's stock is subject to delisting from the The Nasdaq Global
Market.  

Jim Klingler, chief financial officer, added, "Although we are
considering a variety of financing alternatives, including a
subordinated debt facility, we believe that the company will need
to raise equity in the near term to assure we have adequate
capital to support our continuing operations and the launch of
ClearPath.  Our goal is to access enough additional financial
resources to allow us to reach profitability without having to
turn to the financial markets again.  We believe that our focus on
serving the large and growing addressable market opportunities
that are emerging in radiation therapy will support our efforts to
reach our goals."

                  Nine Months Financial Results

For the first nine months of fiscal 2007, the company reported
revenues from continuing operations of approximately $11.1 million
compared with revenues of $9.2 million for the first nine months
of fiscal 2006.  The increase from the prior year was due to a
21.0% increase in sales of brachytherapy seeds and accessories,
and an 18.0% increase in sales of non-therapeutic products.

The net loss from continuing operations for the first nine months
of 2007 was $7.4 million, compared with the net loss from
continuing operations for the first nine months of fiscal 2006 of
$6.6 million.  The increase in the net loss from continuing
operations was primarily due to $1.4 million in increased spending
for selling and marketing expense and R&D expense, both primarily
related to the ClearPath device, which was partially offset by
increased gross profit of $800,000 resulting from increased sales.

                        About North American

Headquartered in Chatsworth, Calif., North American Scientific
Inc. (NasdaqGM: NASI)-- http:www.nasmedical.com/ -- provides  
radiation therapy products in the fight against cancer.  Its  
products provide physicians with tools for the treatment of
various types of cancers.   They include Prospera(R) brachytherapy
seeds and SurTRAK(TM) needles and strands used primarily in the
treatment of prostate cancer.  In addition the company plans to
commercialize its ClearPath(TM) multi-channel catheter breast
brachytherapy devices in 2007, which are the only devices approved
for both high dose and continuous release, or low dose, radiation
treatments.  The devices are designed to provide flexible, precise
dose conformance and an innovative delivery system that is
intended to offer the more advanced form of brachytherapy for the
treatment of breast cancer.


NORTHWESTERN CORP: S&P Revises Outlook to Positive from Stable
--------------------------------------------------------------
On Sept. 21, 2007, Standard & Poor's Ratings Services revised its
outlook to positive from stable and affirmed its 'BB+' long-term
corporate credit rating on electric and natural gas utility
Northwestern Corp.

"The outlook revision reflects the steady improvement in the
company's financial profile," said Standard & Poor's credit
analyst Antonio Bettinelli.

This, coupled with a renewed focus on regulated utility operations
after the termination by Babcock & Brown Infrastructure Ltd. of
its $2.2 billion acquisition of NorthWestern and expectations of
future favorable regulatory
orders, could lead to the company's ratings being raised in the
next 12 to 18 months.

Sioux Falls, S.D.-based NorthWestern had $733 million of total
debt, including long-term capital leases, as of June 30, 2007.

The positive outlook reflects the potential for higher ratings
commensurate with continued improvement in the financial profile
from expected cash flow, prudent financial management, and
adequate and timely rate relief for capital-spending projects over
the next several years.

Upward credit momentum could be stymied by lower expected cash
flows and credit metrics, which would likely result in a stable
outlook at current ratings.


NOVA CHEMICALS: Moody's Affirms Corporate Family Rating at Ba3
--------------------------------------------------------------
Moody's Investors Service confirmed NOVA Chemicals Corporation's
Ba3 corporate family rating and senior unsecured debt ratings
following regulatory approval for the expansion of its styrenics
joint venture and the belief that low olefin feedstock costs could
allow the company to meaningfully reduce debt over the next 12-18
months.  Moody's also affirmed the company's SGL-3 rating. Given
the uncertainty in the company ability to meaningfully reduce
debt, the rating outlook will remain negative until net balance
sheet debt declines below $1.5 billion.  This concludes the review
which began on
Feb. 1, 2007.

The ratings confirmation reflects the expectation that NOVA will
be able to generate over $700 million of EBITDA in 2007 and that
Alberta ethane prices will remain low relative to Gulf Coast
prices and other crude oil-based feedstocks through 2008,
especially during the second and third calendar quarters.  This
should provide NOVA with the opportunity to de-lever its balance
sheet and reduce net debt to roughly $1.5 billion by the end of
2007 and get it well below $1.5 billion in 2008.

The expanded styrenics joint venture with INEOS, including the
contractual arrangement with Sterling Chemical, will enable NOVA
to minimize its exposure to a business that has been a cash drain
and a credit negative over much of the past decade. Furthermore,
given the likelihood of additional US styrene capacity
rationalization (Dow and Chevron Phillips venture), Moody's
believes that the INEOS NOVA joint venture may not require
additional funding.  The combination of these factors should
improve NOVA's credit metrics over the cycle and allow the company
to maintain its Ba3 corporate family rating.  NOVA needs to reduce
its balance sheet debt as it has roughly $1.2 billion of debt
maturities over the next five years and a large portion of this
debt may have to be refinanced during unfavorable conditions in
the global olefin/polyolefin markets.

The negative outlook reflects the inherent uncertainty surrounding
the company's earnings and cash flow, as well as its ability to
reduce debt over the next 12-16 months.  The company is
effectively a single product commodity producer whose financial
performance can be greatly impacted by exogenous events.  The
company's quarterly financial performance over the past two and a
half years, arguably the strongest part of the current up-cycle in
olefins, has been very volatile due to feedstock prices, uneven
market demand and several unplanned production outages.

Moody's would likely move the outlook to stable as net debt falls
below $1.5 billion and the company continues to benefit from low
feedstock prices.  Conversely, Moody's could reassess the
appropriateness of the Ba3 rating if NOVA is unable to reduce debt
as expected over the next year or if the company's trailing four
quarter EBITDA falls below $450 million.

Nova Chemicals Company, headquartered in Calgary, Alberta, Canada,
is a leading producer of ethylene and polyethylene.  The company
plans to contribute the vast majority of its remaining styrene,
polystyrene, and expanded polystyrene assets to expand the INEOS
NOVA 50/50 joint venture.  Nova will retain its Performance
Styrenics business, which has sales of roughly $400 million.  NOVA
reported revenues of $6.5 billion for the LTM ending June 30,
2007.


OFFICEMAX INC: Earns $27.4 Million in Quarter Ended June 30
-----------------------------------------------------------
OfficeMax Incorporated reported net income of $27.4 million for
the second quarter ended June 30, 2007, compared with net income
of $27.4 million in the second quarter of 2006.

Net income increased approximately 20.0% in the second quarter of
2007 from net income of $23.0 million in the second quarter of
2006, excluding a $9.2 million credit from an adjustment to the
reserve for the additional consideration agreement that was
entered into in connection with the October 2004 sale of the
company's paper, forest products and timberland assets.

Sales for the second quarter of 2007 increased 4.5% to
$2.13 billion from $2.04 billion for the second quarter of 2006.

"Our results for the second quarter showed progress in many areas,
but aspects of our businesses remain opportunities for
improvement," said Sam Duncan, chairman and chief executive
officer OfficeMax.  "In our Contract segment, operating margin
contracted from lower-margin sales in spite of the benefit of some
expense leverage.  In our Retail segment, positive same store
sales, expanded gross margins and cost containment delivered
operating income margin improvement."

OfficeMax generated $120.9 million of cash from operations in the
second quarter of 2007, an increase of $41.9 million from the
second quarter of 2006.  OfficeMax invested $31.3 million for
capital expenditures in the second quarter of 2007 compared to
$23.7 million in the second quarter of 2006.  As of June 30, 2007,
OfficeMax reported total debt of $391.5 million excluding the
timber securitization notes, and cash and cash equivalents of
$220.6 million.

At June 30, 2007, the company's consolidated balance sheet showed
$6.03 billion in total asssets, $3.89 billion in total
liabilities, $32.0 million in minority interest, and $2.10 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?23aa

                About OfficeMax(R) Incorporated

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

                         *     *     *

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


OPTION ONE: Moody's Downgrades Ratings on Two Cert. Classes
-----------------------------------------------------------
Moody's Investors Service downgraded two certificates issued in
2004 and backed by subprime loans originated by Option One
Mortgage Corp.  The current credit enhancement provided by
subordination, overcollateralization and excess spread is low
relative to the projected pipeline loss.

Complete rating actions are:

Issuer: Asset Backed Securities Corporation Home Equity Loan
        Trust 2004-HE3

-- Class M-6, downgraded to Ba1 from Baa3;
-- Class M-7, downgraded to B2 from Ba1.


PAUL KIMBALL: Case Summary & Five Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Paul Wayne Kimball
        dba Kimball/BattermanLLC SecurityStorage
        dba Kimball Oil Inc.
        dba B & K Ventures LLC
        2223 Duncan
        Newton, KS 67114

Bankruptcy Case No.: 07-12276

Chapter 11 Petition Date: September 21, 2007

Court: District of Kansas (Wichita)

Judge: Robert E. Nugent

Debtor's Counsel: J. Michael Morris, Esq.
                  Klenda Mitchell Austerman & Zuercher LLC
                  301 North Main, Suite 1600
                  Wichita, KS 67202
                  Tel: (316) 267-0331

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its Five Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
BP America Inc.                             $700,000
Attn: Frank Hernandez
3333 Warrenville Road, Suite 8056
Warrenville, IL 60555

Small Business Administration               $350,000
Attn: Wayne Symmonds
603 Lincoln
Emporia, KS 66801

GM Card                                      $17,516
Customer Center
P.O. Box 80082
Salinas, CA 93912-0082

AARP Rewards/Chase                            $9,108

Zaroco Inc.                                       $1


PIERRE FOODS: Expects Default in Sr. Credit Facility Covenant
-------------------------------------------------------------
Pierre Foods Inc. expects to be in default of the Consolidated
Leverage Ratio covenant in its senior credit facility as of the
end of its second quarter ended Sept. 1, 2007.

Although the company is finalizing its financial results for the
quarter, it is working with lenders under the credit facility to
obtain a waiver and an amendment to the agreement.

Notwithstanding solid year-over-year revenue growth, the company's
second quarter results were impacted by increased raw material
prices, certain one-time expenses associated with the integration
of its acquisition of Zartic and lower yields at certain of its
manufacturing facilities.

In addition to adopting several operational initiatives in the
second quarter that are geared towards improving future operating
profitability, the company has also implemented price increases,
the impact of which are expected to be realized in the second half
of its current fiscal year and in future periods.

The company does not believe that this covenant default impacts
its ability to operate its business in the ordinary course.

                       About Pierre Foods

Headquartered in Cincinnati, Ohio, Pierre Foods Inc. --
http://www.pierrefoods.com/-- manufactures and markets high-
quality, differentiated processed food solutions.  Pierre produces
a line of fully cooked beef, pork, poultry, bakery goods and
convenience sandwiches.  The company offers comprehensive food
solutions to its customers, including proprietary product
development, special ingredients and recipes, as well as custom
packaging and marketing programs.

                         *     *     *

Pierre Foods Inc. carries Moody's Investors Service' B1 corporate
family rating and Ba3 bank credit facilities rating.
The company's $125 million senior subordinated notes, maturing
2012 also carries Moody's B3 rating.  The rating outlook is
stable.


RH DONNELLEY: Raises 2007 Guidance to Include Business.com
----------------------------------------------------------
R.H. Donnelley Corporation updated its financial guidance for 2007
to reflect recent sales trends and its Business.com acquisition,
which closed on Aug. 23, 2007.

Including the Business.com acquisition, the company now expects
2007 pro forma advertising sales growth to be in the range of flat
to positive 1%.  Excluding the impact of the acquisition, the
company now expects that 2007 advertising sales growth would have
been in the range of minus 1 percent to flat -- versus previous
guidance of modestly positive growth.  R.H. Donnelley also affirms
its previous guidance for EBITDA and free cash flow on the same
basis.

"Notwithstanding challenges in some of our major metro markets and
the housing sector in Nevada and Florida, the inclusion of
Business.com adds 100 basis points to ad sales performance this
year." said Steven M. Blondy, executive vice president and chief
financial officer for R.H. Donnelley.  "We also expect to deliver
strong EBITDA and free cash flow on plan.  We're confident in the
strength of our diversified business and our growth prospects,
particularly with our new search marketing products and
Business.com."

                     Business.com Financials

This table highlights Business.com's audited 2006 financial
results and estimated stand-alone 2007 results.

                 Year 2006 Actual     Year 2007 Estimate
                 ----------------     ------------------
    Net revenue     $31 million           $57 million
    EBITDA          $2 million            $12 million

                    R. H. Donnelley 2007 Outlook

Absent the Business.com acquisition, the company affirms its
previous guidance for EBITDA and free cash flow.

                Year 2007       Revised 2007      Updated 2007
                Outlook         Outlook Before    Including
                on 7/26/07      Impact of         Impact of
                                Acquisition       Acquisition
                ----------      --------------    ------------
  Net revenue   $2.67 billion   $2.66 billion     $2.68 billion
  EBITDA        $1.44 billion   $1.44 billion     $1.44 billion
  Cash Flow     $615 million    $615 million      $600 million
  Net debt      $9.5 billion    $9.5 billion      $9.8 billion

Net debt, excluding fair value adjustment, reflects $328 million
borrowed to finance the cash portion of the Business.com
transaction.

Business.com founder and chief executive officer, Jake Winebaum,
has been appointed president of R.H. Donnelley's interactive unit
(RHDi), which now includes DexKnows.com(TM), Dex Search Marketing,
LocalLaunch!, Business.com, Work.com and the Business.com
Advertising Network.

                        About Business.com

Business.com is a business search engine company and pay-per-click
advertising network.  Founded in 1999, Business.com was recently
named to the Inc. 500 and BtoB Magazine Media Power 50.  The
company's investment partners include Benchmark Capital,
Institutional Venture Partners, Evercore Partners, Reed Business
Information, and McGraw-Hill.

                       About R.H. Donnelley
    
Headquartered in Cary, North Carolina, R.H. Donnelley Corp.,
fka The Dun & Bradstreet Corp., (NYSE: RHD) --
http://www.rhdonnelley.com/-- 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 Sept. 21, 2007,
Standard & Poor's Ratings Services assigned its 'B' rating to R.H.
Donnelley Corp.'s proposed $650 million senior notes due 2017.  
The corporate credit rating on RHD is 'BB-', and the rating
outlook is stable.

At the same time, Moody's Investors Service assigned a B3 rating
to R.H. Donnelley Corporation's proposed $1 billion senior
unsecured notes and affirmed its B1 Corporate Family rating.


RISKMETRICS GROUP: Merges All Units, Drops ISS and CFRA Labels
--------------------------------------------------------------
RiskMetrics Group Holdings LLC dropped the label of its newly
acquired unit, Institutional Shareholder Services, from its brands
and merged all of its business operations bearing a uniform
RiskMetrics label in a restructuring effort, reporters at Pension
& Investment says.

The company, according to P&I, renamed ISS as its Governance
Services Unit and will transfer the contents of ISS Web site at
the company's main site.  On the other hand, P&I further relates,
the Center for Financial Research and Analysis, which the company
bought in August, is now named Financial Research and Analysis
Services.

Spokeswoman Sarah Cohn, the P&I relates, has assured the public
that there are no employees affected by the restructuring.

                   About RiskMetrics Group

New York City-based RiskMetrics Group Holdings LLC --
http://www.riskmetrics.com/-- provides in risk management,  
corporate governance and financial research & analysis.

ISS Governance Services has more than 20 years of experience in
proxy voting and corporate governance matters.  With coverage of
over 38,000 shareholder meetings across 100 markets, ISS delivers
corporate governance solutions to enhance interaction between
shareholders and companies helping shareholders manage risk and
drive value.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 24, 2007,
Standard & Poor's Ratings Services placed its ratings on
RiskMetrics Group Holdings LLC, including the 'B' corporate credit
rating, on CreditWatch with positive implications.  The
CreditWatch action follows the company's recently proposed IPO of
up to $200 million.


RURAL/METRO CORP: 2007 Annual Stockholders Meeting Set on Feb. 28
-----------------------------------------------------------------
Rural/Metro Corporation disclosed that its 2007 Annual Meeting of
Stockholders would be held at 3 p.m., Thursday, Feb. 28, 2008 at
the company's headquarters in Scottsdale, Arizona.

The meeting date will accommodate the time needed for the company
to complete its current year-end review and historical financial
statements, file its Annual Report on Form 10-K for the fiscal
year ended June 30, 2007, and distribute proxy materials to
stockholders.

As reported in yesterday’s Troubled Company Reporter, the company
delayed the filing of its Annual Report on Form 10-K for the
fiscal year ended June 30, 2007.  The company said it needed to
complete the restatement of its financial statements related to
financial reporting for income taxes, deferred rent, and other
items.

The company's Board of Directors also will include a proposal at
the 2007 Annual Meeting requesting stockholder approval of an
equity-based compensation plan, which management believes will
further align the company and its stockholders.  In order to
reduce costs, the company will utilize the additional time to
finalize the remaining details of the plan structure, and submit
the proposal to shareholders at the annual meeting rather than
hold a special meeting of stockholders on a different date.

Additionally, the company's Board of Directors has extended an
invitation to Accipiter Capital Management, LLC, a significant
stockholder of the company, to meet with the Board at its next
regularly scheduled meeting in December 2007.

                        About Rural/Metro

Rural/Metro Corporation -- http://www.ruralmetro.com/--  
(Nasdaq:RURL) 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
Scottsdale, Arizona-based medical transport services provider
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.  In particular, S&P are
concerned with tight financial covenants under the senior secured
credit agreement, specifically the maximum leverage ratio step-
down to 4.5x on Dec. 31, 2007.


RURAL/METRO CORP: Ratifies Contract with Union to Increase Pay
--------------------------------------------------------------
Rural/Metro Corp. ratified a contract with the Service Employees
International Union Local 200 that seeks to increase pay by 10%,
with further increases over the next three years, Tom Adams of the
Rochester Business Journal reports citing a statement from union
representatives.

The agreement, approved in sometime this month, also calls for a
"substantial bonus," if the city of Rochester renews its agreement
with the company, Mr. Adams adds.

The company has provided emergency medical services to Rochester
since 1988 and its current contract is set to expire on Oct. 1,
2008.

The city’s six-year contract with Rural/Metro, including two one-
year optional renewals, expires Oct. 1, 2008.

                        About Rural/Metro

Rural/Metro Corporation -- http://www.ruralmetro.com/--  
(Nasdaq:RURL) 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
Scottsdale, Arizona-based medical transport services provider
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.  In particular, S&P are
concerned with tight financial covenants under the senior secured
credit agreement, specifically the maximum leverage ratio step-
down to 4.5x on Dec. 31, 2007.


SALEM COMMUNICATIONS: Moody's Holds Ba3 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 corporate family rating
and B2 senior subordinated notes rating of Salem Communications
Holding Corporation.  The outlook was changed to negative from
stable reflecting Moody's belief that the company has a tightening
cushion vis-a-vis its covenants under the bank credit facility.

The rating details are:

Outlook Actions:

Issuer: Salem Communications Holding Corporation

-- Outlook, Changed To Negative From Stable

Salem's Ba3 corporate family rating and negative outlook reflect
high debt to EBITDA leverage, standing at 6.1x as of June 30,
2007, narrowing bank covenant compliance margins, minimal free
cash flow to debt and lower EBITDA margins versus peers mainly due
to spending associated with the company's "development stage"
stations and the news talk stations.

The rating also reflects recent weakness experienced by Salem in
certain markets and advertising categories.  In addition, the
rating incorporates the risks related to cross media-competition
faced by radio for audience and advertising spending and Moody's
belief that radio is a mature industry with modest growth
prospects.

The ratings are supported by the value of the company's
geographically diversified station portfolio, presence in the top
25 markets, leading position in the religious format niche and
lack of significant competition within the format, and the
stability of the revenue stream from its block advertising sales.

Salem Communications Holding Corporation, headquartered in
Camarillo, California, is a religious programming radio
broadcaster, which, upon the close of all announced transactions,
will own and operate 97 radio stations, including 61 stations in
23 of the nation's top 25 markets.  The company also owns a
variety of internet properties providing Christian content and
online streaming, and is also a publisher of Christian-themed
magazines.  The company posted revenues of about $231 million for
the trailing twelve months ended
June 30, 2007.


SP NEWSPRINT: Poor Cash Flow Cues S&P's Negative CreditWatch
------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications to negative from developing on all of its ratings,
including the 'BB-' corporate credit rating on Atlanta, Georgia-
based SP Newsprint Co.

"The revision is based on the significant deterioration in the
company's  earnings and cash flow due to continued challenging
newsprint market conditions as well as higher input costs," said
Standard & Poor's credit analyst Andy Sookram.  "As a result, the
company's credit measures have weakened.  With our expectations
that credit measures on a rolling-12-month basis are likely to
worsen in the near term because pricing continues to deteriorate,
we are concerned about the company's ability to meet the financial
covenants under its bank loan agreement."

The adjusted debt to EBITDA ratio was 2.9x at June 30, 2007,
compared with 2.2x at March 31, 2007.

The ratings were initially placed on CreditWatch on
May 17, 2007, following the company's announcement that it is
exploring strategic alternatives, including the possible sale of
the company.  Since the CreditWatch listing, there has been no new
information regarding the sale.

"We will continue to monitor developments regarding a potential
transaction and resolve our CreditWatch listing when sufficient
information is available,"  Mr. Sookram said.  "If a transaction
does not occur, we are likely to lower the ratings."


SPX CORPORATION: Inks New $2.3 Billion Senior Credit Facility
-------------------------------------------------------------
SPX Corporation entered into new syndicated senior secured credit
facilities in an aggregate amount of $2.3 billion.  The new
committed credit facilities are designed to support the company's
global growth and increase the company's financial flexibility.  
The new facilities comprise these:

  -- a five year term loan facility in an aggregate principal
     amount of $750 million,

  -- a five year global revolving credit facility, available
     for loans in Euro, Sterling and other currencies, in an
     aggregate principal amount up to the equivalent of
     $200 million,

  -- a five year domestic revolving credit facility, available
     for loans and letters of credit, in an aggregate principal
     amount of up to $400 million, and

  -- a five year foreign credit instrument facility, available
     for performance letters of credit and guarantees, in an
     aggregate principal amount in various currencies up to the
     equivalent of up to $950 million.

SPX may also seek additional commitments for incremental term loan
facilities or increases in commitments in respect of the global
revolving credit facility, the domestic revolving credit facility
and/or the foreign credit instrument facility by up to an
aggregate principal amount of $400 million without the need for
consent from the existing lenders.

Patrick J. O'Leary, executive vice president and chief financial
officer said, "These new credit facilities provide SPX with the
increased financial capacity to support the continued strong
growth in our core businesses, while also increasing our financial
flexibility to support our future global growth strategy."

The new committed facilities replace the existing senior secured
credit facilities of SPX, which have been terminated.

The Bank of America N.A., is administrative agent, Deutsche Bank
AG Deutschlandegeschaft Branch, are foreign trade facility agent,
Banc of America Securities LLC and Deutsche Bank AG
Deutschlandegeschaft Branch, are joint lead arrangers and Banc of
America Securities LLC, Deutsche Bank AG Deutschlandegeschaft
Branch and J.P. Morgan Securities Inc. are joint book managers.

                       About SPX Corp

Headquartered in Charlotte, North Carolina, SPX Corporation
(NYSE:SPW) -- http://www.spx.com/-- is a global multi-industry  
manufacturing company.  It provides flow technology, test and
measurement products and services, thermal equipment and services,
and industrial products and services.  Its infrastructure-related
products and services include wet and dry cooling systems, thermal
service and repair work, heat exchangers and power transformers
into the global power market. It has four business segments: Flow
Technology, Test and Measurement, and Thermal Equipment and
Services, and Industrial Products and Services.

                       *     *     *

As of Sept. 24, 2007, the company carries Moody's Ba1 long-term
corporate family rating, bank loan debt rating, and probability of
default rating, and Ba2 senior unsecured debt rating.  The outlook
is stable.

Standard Poor's rates the company's long-term foreign and local
issuer credits at BB+.  The outlook is stable.

Fitch also places the company's long-term issuer default rating,
bank loan debt rating, and senior unsecured debt rating at BB+.  
The outlook is positive.


SUSSER HOLDINGS: S&P Places Corporate Credit Rating at B+
---------------------------------------------------------
Standard & Poor's Rating Services placed its 'B+' corporate credit
and senior unsecured ratings on Corpus Cristi, Texas-based Susser
Holdings LLC on CreditWatch with negative implications following
the company's announcement it intends to acquire Town & Country
Food Stores for $361 million in an all-cash transaction.

"The acquisition of Town & Country," said Standard & Poor's credit
analyst John Thieroff, "is expected to strengthen Susser's
business risk profile by diminishing geographic concentration,
expanding the company's operations into attractive, contiguous
markets, and providing additional scale."  However, the
transaction is likely to increase Susser's lease-adjusted debt
leverage to about 5.5x-perhaps higher, levels that are high for
current ratings.

The acquisition is expected to close within 60 to 90 days.  S&P
plans to meet with management during this period to examine in
detail the positive attributes of the transaction to be better
able to weigh them against the added debt burden.  S&P expects to
resolve the CreditWatch listing concurrently with the closing of
the acquisition.


TENSAR CORP: S&P Lifts Corporate Credit Rating to B
---------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Atlanta, Georgia-based Tensar Corp., to 'B' from 'B-'
and raised its other ratings on the company.  The ratings remain
on CreditWatch with positive implications, where they were placed
on Aug. 29, 2007, following the company's S-1 filing with the SEC
for an IPO of up to $201 million.  Tensar will use the expected
proceeds to pay down debt.  Tensar had total debt, adjusted for
operating leases, of about
$405 million at June 30, 2007.

"The upgrade reflects improvements in the company's business risk
profile as a result of greater penetration of the earth
stabilization and erosion control markets, which has led to higher
sales and earnings," saod Standard & Poor's credit analyst Sean
McWhorter.  "We expect that credit measures, exclusive of the
pending IPO, would strengthen in the near term to levels
consistent with the higher rating, including debt to EBITDA of
about 6x.  We also expect the company's earnings to benefit from
the positive long-term trends in highway and infrastructure
spending."

Tensar primarily converts polyethylene and polypropylene materials
into structural products that stabilize soil, provide building and
roadway foundation support, and control erosion.

"The CreditWatch listing indicates that we could raise the
corporate credit rating further if the IPO is completed as
detailed in the S-1 filing, although any potential upgrade would
be limited to one notch," Mr. McWhorter said.  "The upgrade would
be predicated on a significant reduction in debt
leverage, which, pro forma for the transaction, we estimate could
be in the 4.5x area by the end of 2007, and on expected material
improvements in earnings and cash flow in the near term."


TERWIN MORTGAGE: Low Bond Levels Cue Moody's to Cut Ratings
-----------------------------------------------------------
Moody's Investors Service downgraded seven classes of certificates
from two Terwin Mortgage Trust deals issued in 2003.  The
transactions are backed primarily by first lien adjustable- and
fixed-rate mortgage loans with a small fraction of fixed-rate
second lien mortgage loans.

The deals have witnessed a material decline in enhancement in
recent months due to stepdown and losses.  The certificates are
being downgraded based on the fact that the bonds' current credit
enhancement levels, including excess spread, are too low compared
to the current projected loss numbers for the current rating
levels.

The complete rating actions are:

Issuer: Terwin Mortgage Trust, Series TMTS 2003-6HE

-- Cl. M-3, Downgraded to Baa2 from A3;
-- Cl. M-4, Downgraded to Ba3 from Baa1;
-- Cl. M-5, Downgraded to B3 from Baa2;
-- Cl. M-6, Downgraded to Caa1 from Baa3;

Issuer: Terwin Mortgage Trust, Series TMTS 2003-8HE

-- Cl. B-1, Downgraded to Ba1 from Baa1;
-- Cl. B-2, Downgraded to B2 from Baa2;
-- Cl. B-3, Downgraded to Caa1 from Baa3.


TRIGEM COMPUTER: Representative Files 2nd Section 1518(1) Report
----------------------------------------------------------------
Charles D. Axelrod, Esq., at Stutman Treister & Glatt PC, in Los
Angeles, California, on behalf of Il-Hwan Park, the foreign
representative for TriGem Computer, Inc., delivered to the U.S.
Bankruptcy Court for the Central District of California a status
report pursuant to Section 1518(1) of Chapter 15 of the
Bankruptcy Code.

Mr. Axelrod relates that TriGem executed in July and August 2007
a memorandum of understanding and an investment agreement with
Celrun Co. Ltd., with respect to Celrun's acquisition of TriGem's
business.

TriGem will meet with Celrun and another bidder in October 2007.

TriGem may file an amendment to its confirmed reorganization
plan, which will require approval of the reorganization court
in the Republic of Korea.

TriGem's reorganization plan calls for the sale of the company's
assets through a merger and acquisition type transaction.  Mr.
Axelrod relates that the plan, confirmed by the Korean Bankruptcy
Court in January 2006, needed to be implemented.  Otherwise, Mr.
Park as the Foreign Representative must submit a revised plan to
creditors for their approval and then to the Korean Bankruptcy
Court for confirmation.  If the revised plan is not approved nor
confirmed, Trigem would automatically be put into a liquidation
case.

TriGem's first attempt to sell its business in 2006 was
unsuccessful.

Human & Technology Co., emerged as the sole bidder at that time,
but the Suwon District Court, Bankruptcy Division, in South
Korea, canceled the whole bidding process after the offer was
found to be below market price.

Human & Technology initially agreed to acquire TriGem's assets
for KRW170,000,000,000 or US$177,000,000.  Human & Technology
noted that it would bring the price down should it find after due
diligence that KRW30,000,000,000 of receivables from TriGem's
subsidiaries would be difficult to collect.  It also rejected
demands to guarantee employment.

The Korean Court previously estimated TriGem's value at
KRW200,000,000,000 to KRW250,000,000,000 -- $209,000,000 to
$261,000,000.  Human & Technology's reduced final offer for
TriGem's assets was not disclosed for confidentiality reasons.

TriGem again tested the market in June 2007.  The company
received four letters of intent to acquire its business and two
parties ultimately tendered bids by the deadline.  Celrun, which
develops and manufactures digitial Internet set-top box
solutions, was declared preferred bidder.

Celrun offered to buy Trigem for up to KRW120,000,000,000 or
$129,400,000, according to Reuters.

Mr. Axelrod also reports that claims aggregating under
KRW33,000,000,000 were paid off under the terms of TriGem's
confirmed plan.  Additional claims will be paid and shares of new
equity will be issued if and when approval of the Plan amendment
is obtained from two-thirds of all creditors, including three-
quarters of creditors, with liens or other encumbrances against
TriGem's property, as well as the Korean Bankruptcy Court.

Celrun was established in 1999 and is headquartered in Seoul,
Korea.  It has a market capital of KRW15,700,000,000.

Celrun owns 22.3% of the global IP set-top box market, according
to information on its Web site.

Section 1518(1) provides that, from the time of filing the
petition for recognition of a foreign proceeding, the foreign
representative will file with the court promptly a notice
concerning any substantial change in the status of the foreign
proceeding or the status of the foreign representative's
appointment.

The Section 1518(1) report was filed pursuant to the U.S. Court's
directive.  Judge Donovan required TriGem's U.S. counsel to
either file a status report or stipulate to the closing of the
Chapter 15 case.

Mr. Axelrod says the report was filed over an abundance of
caution since the pending foreign proceeding "has merely
progressed rather than having experienced a change in its
status."

Headquartered in Ansan City, Kyunggi-Do, Korea, TriGem Computer
Inc. -- http://www.trigem.com/--  manufactures desktop PCs,
notebook PCs, LCD monitors, printers, scanners, other computer
peripherals, and PIDs and supplies over four million PCs a year to
clients all over the world.  Il-Hwan Park, the Foreign
Representative, filed a chapter 15 petition on Nov. 3, 2005
(Bankr. C.D. Calif. Case No. 05-50052).  Charles D. Axelrod, Esq.,
at Stutman Treister & Glatt, P.C., represents the Foreign
Representative in the United States.

TriGem America Corporation, an affiliate of the Debtor, filed for
chapter 11 protection on June 3, 2005 (Bankr. C.D. Calif. Case No.
05-13972).  TriGem Texas, Inc., another affiliate of the Debtor,
also filed for  chapter 11 protection on June 8, 2005 (Bankr. C.D.
Calif. Case No. 05-14047). (TriGem Bankruptcy News, Issue No. 11
Bankruptcy Creditors' Service, Inc., 215/945-7000).


TWEETER HOME: Stipulation on NewCo's Advance of Funds Approved
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Tweeter Home Entertainment Group Inc. and its debtor-affiliates'
stipulation with Tweeter Newco LLC regarding advances for certain
lease payments, employee payments, insurance, and related matters,
pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure.

Tweeter Newco is an entity formed by Schultze Asset Management
LLC, which purchased substantially all of the Debtors' assets,
under an Amended and Restated Asset Purchase Agreement dated as
of June 26, 2007.

When the Sale closed on July 13, 2007, the Debtors and Tweeter
Newco entered into a Transition Services Agreement containing
certain agreements,including the transitioning of the Debtors'
employees to Tweeter Newco, the wind-down of the Debtors'
estates, and other post-closing matters.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher, & Flom,
LLP, in Wilmington, Delaware, told the Court that certain issues
had arisen under the Agreements.

               Underlying Issues in the TSA and APA

Under the Transition Services Agreement, Tweeter Newco agreed to
use commercially reasonable efforts to provide employees to the
Debtors' chief liquidation officer, in connection with the wind-
down of their estates, as long as it did not impose an
unreasonable burden on Tweeter Newco, and at no cost to the
Debtors.

Mr. Galardi related that on August 17, 2007, Tweeter Newco had
notified the Debtors that it intended to lay off certain
corporate employees as it no longer required their services.  
Tweeter Newco will reimburse the Debtors for any costs the
Debtors incurred under the WARN Act, which required that the
laid-off employees be provided with notices.

Subsequent to sending the WARN Notices through the Debtors,
Tweeter Newco requested the Debtors to rescind the layoff of 20
employees, and indicated that it may ask the Debtors to rescind
certain additional employees included in the August Layoffs.

The Debtors agreed, provided that Tweeter Newco will:

   (a) fund a WARN Notice Reserve;

   (b) waive, and indemnify the Debtors from, any claims that may
       arise out of rescinding the August WARN Notices.

Mr. Galardi stated that apart from the employment issues, Tweeter
Newco represented that it will designate certain nonresidential
real property leases for assumption and assignment by Sept. 18,
2007.  The Debtors asked for security for Tweeter Newco's
obligations to pay any cure amounts in connection with those
leases.

Furthermore, the Debtors agreed to ask the Court for additional
time to assume or reject non-residential leases under Section
365(d)(4), which will extend Tweeter Newco's Designation
Deadline, in exchange for certain terms, Mr. Galardi adds.

       Stipulation Between the Debtors and Tweeter Newco

The salient terms and conditions of the Stipulation Regarding
Advances for Lease Cures, Employee Payments, Insurance and
Related Matters are:

   (a) The Debtors will file the Section 365(d)(4) Motion on or
       before September 13, 2007 and seek a hearing on October 1.

   (b) Tweeter Newco will pay the Debtors $220,000.

   (c) Tweeter Newco will pay the premium for the renewal of the
       insurance policy of the Debtors' current directors and
       officers, not exceeding $531,000.

   (d) Tweeter Newco will fund:

       -- the Cure Reserve for $1,875,000;

       -- the WARN Notice Reserve for $800,000;

       -- the Purchaser Professional Fee Reserve for the initial
          amount of $200,000, subject to replenishment; and

       -- the Administrative Services Reserve for $450,000.

   (e) If Tweeter Newco fails to designate or assume at least 75
       leases by September 18, the funds remaining in the Cure
       reserve after the payment of all designated and Court-
       approved cure amounts will become the Debtors' property.

   (f) Tweeter Newco has agreed to indemnify the Debtors from any
       claims that may arise out of the August Layoffs and the
       rescinding of the August WARN Notices.

Mr. Galardi said the Stipulation is in the best interests of the
Debtors, their creditors, and other parties-in-interest.  It
entitles the Debtors security in the event that Tweeter Newco is
unable to pay its obligations under the APA or the TSA.

                       McGill's Objection

McGill Development, Limited Partnership, No. 3 had objected to
the stipulation, arguing that any escrow established by the
agreement should contain sufficient funds to pay McGill a $42,245
cure amount for a lease with New England Audio Co., Inc.

                       About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and        
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case No: 07-10787 through 07-10796).  Gregg M.
Galardi, Esq. and Mark L. Desgrosseilliers, Esq. at Skadden,
Arps, Slate, Meagher & Flom, L.L.P. represent the Debtors in
their restructuring efforts.  As of Dec. 21, 2006, Tweeter
had total assets of $258,573,353 and total debts of
$190,417,285.  

The Debtors' exclusive period to file a plan expires on Oct. 9,
2007.  Tweeter Bankruptcy News, Issue No. 11, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/      
or 215/945-7000).


TWEETER HOME: Wants Plan Filing Deadline Moved to Feb. 6, 2008
--------------------------------------------------------------
Tweeter Home Entertainment Group Inc. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware to
extend the periods within which they have the exclusive right to
file and solicit acceptances of a plan of  reorganization.

Specifically, the Debtors seek to extend the Plan Filing Period
to February 6, 2008, or 120 days after the expiration of the
current deadline, and the Solicitation Period to April 7, 2008,
or 61 days after the expiration of the proposed extension of the
current Plan Filing Period.

Section 1121 provides for an initial 120-day period after the
Petition Date within which the Debtors have the exclusive right
to file a plan or plans in their cases; and an initial 180-day
period after the Petition Date within which the Debtors have the
exclusive right to solicit and obtain acceptances of any plans.

Under Section 1121(d), the Court can extend the Exclusive Periods
for "cause" at the request of a party-in-interest.  However, the
initial 120-day Filing Period may not be extended beyond the date
that is 18 months after the Petition Date.  The initial 1804-day
Solicitation Period may not be extended beyond the date that is
20 months after the bankruptcy filing.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher, & Flom,
LLP, in Wilmington, Delaware, states that prior to and after the
Petition Date, the Debtors marketed their assets in an effort to
maximize the value of their estates.

Mr. Galardi relates that the Debtors and their professionals
spent substantial time and effort in consummating the sale of
substantially all of the Debtors assets to Tweeter Newco, LLC, as
well as addressing the demands of other parties-in-interest and
complying with disclosure requirements imposed on debtors-in-
possession.

Since the Closing Date, the Debtors have assumed and assigned
numerous contracts to Tweeter Newco and resolved certain disputed
issues relating to the purchase.  However, Mr. Galardi maintains
that additional time is required to develop and negotiate plans
of liquidation and a disclosure statement.

Moreover, Mr. Galardi says that the Debtors have recently sought
to establish a General Claims Bar Date and Initial Administrative
Claims Bar Date, and subsequently require additional time to
review and analyze those claims asserted against their estates.

In regard to the substantial efforts of the Debtors and their
professionals since the Petition Date, Mr. Galardi believes that
the request to extend the Exclusive Periods is modest, and will
provide the Debtors and their advisors the opportunity to fully
evaluate the post-sale financial circumstances and maximize the
value for all parties-in-interest.

The Court will convene a hearing on October 9, 2007, at 9:30
a.m., to consider the Debtors' request.  Objections to the
extension of the Exclusive Periods is due on October 2.

By application of Rule 9006-2 of the Local Rules of Bankruptcy
Practice and Procedures of the United States Bankruptcy Court for
the District of Delaware, the Debtors' Exclusive Periods are
automatically extended until the conclusion of that hearing.

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and        
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case No: 07-10787 through 07-10796).  Gregg M.
Galardi, Esq. and Mark L. Desgrosseilliers, Esq. at Skadden,
Arps, Slate, Meagher & Flom, L.L.P. represent the Debtors in
their restructuring efforts.  As of Dec. 21, 2006, Tweeter
had total assets of $258,573,353 and total debts of
$190,417,285.  

The Debtors' exclusive period to file a plan expires on Oct. 9,
2007.  Tweeter Bankruptcy News, Issue No. 11, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/      
or 215/945-7000).


VOLT INFORMATION: Fitch Holds BB Issuer Default Rating
------------------------------------------------------
Fitch Ratings took these actions on Volt Information Sciences Inc:

-- Issuer Default Rating rating affirmed at 'BB';

-- $40 million senior secured revolving credit facility
    affirmed at 'BBB-';

-- Secured 8.2% $12.9 million term loan is assigned a rating
    of 'BBB-'

Fitch has also assigned an IDR of 'BB' to Volt Delta Resources,
Inc, a wholly-owned subsidiary of Volt, and a 'BBB-' rating to
Volt Delta's $100 million senior secured credit facility.  The
rating outlook for all ratings is stable.

Volt's ratings reflect its ability to maintain solid coverage and
leverage metrics and relatively stable operating performance in
recent years, while continuing to diversify its sources of
operating income away from the staffing services segment, largely
through acquisitions in the computer systems area.  The staffing
services segment, which constitutes about 84% of revenue, provided
54% of total segment operating profit for the first nine months of
2007.

Volt's operating EBITDA margins have been in the 3.2% to 4% range
from 2004 to 2006 as well as the latest twelve months ending July
29, 2007.  Leverage, as measured by total adjusted debt to
EBITDAR, was 3x for the LTM ended July 29, 2007.  Total adjusted
debt includes borrowings on the company's accounts receivable
securitization program, which is its primary source of funding, as
well as rents capitalized at eight times.  At year-end 2006 and on
July 29, 2007, the company had $110 million and $90 million,
respectively, outstanding on the accounts receivable
securitization program.

Credit concerns reflect competition in the staffing services
segment, the exposure of this segment to the business cycle, and
the relatively low margins in the segment.  Fitch notes that even
in periods of material declines in the staffing business revenue,
the company is able to maintain a modest level of operating
profitability at the bottom of the cycle through the management of
its costs.  Volt is also able to maintain adequate liquidity
during downturns in the business cycle as its accounts receivable
liquidate.  The revenue concentration with certain clients,
coupled with the short-term nature of most contracts, is a concern
which is mitigated by the long-term relationship with key clients
and high quality nature of these customers.  Fitch expects the
company to continue to invest in the non-staffing areas, and to
maintain conservative financial policies.

In September 2007, Volt completed the acquisition of LSSi Corp,
which had been announced in June 2007.  To complete the merger, a
subsidiary of Volt Delta merged with LSSi to form a newly merged
entity, LSSi Data.  Total consideration of the merger was about
$70 million in cash and is subject to final adjustment based on
the working capital of LSSi as of the closing date.  LSSi's
operations are complementary to the existing Volt Delta business
as it develops and markets national databases of telephone
listings, primarily to enterprise customers, whereas Volt
primarily provides a range of directory and information solutions
services to a variety of telecommunications operators.

Liquidity is provided by unrestricted cash balances of
$24 million as of July 29, 2007, and the company's $200 million
accounts receivable securitization program that expires in April
2009.  The securitization program has $90 million outstanding as
of July 29, 2007, and provides the company with its main source of
liquidity.  Additional liquidity is provided by two senior secured
revolving credit facilities.  

Volt has a $40 million facility which expires in April 2008, and
was undrawn as of July 29, 2007.  A facility at Volt Delta was
increased in August 2007 to $100 million from $70 million and is
in place until December 2009.  The increase in the facility was
prompted by the company's acquisition of LSSi Corp.; Volt Delta
subsequently borrowed $55 million under the facility to finance
the transaction.

As of July 29, 2007, there was $20.6 million outstanding on the
Volt Delta facility.  The Volt revolving credit facility requires
the maintenance of certain accounts receivable in excess of
borrowings and is guaranteed by five subsidiaries of the company.  
The main financial covenants include a minimum coverage ratio as
defined by EBIT/(interest expense plus securitization expense) of
1.25x and a maximum debt to capitalization ratio of 45%.  During
the LTM ended July 29, 2007, the company's coverage ratio as
determined in accordance with the bank agreement was 7.14x, and
the debt/capitalization ratio was about 28%.

The amended Volt Delta facility requires total debt to EBITDA to
be 2x or less, and the fixed charge coverage ratio can be no less
than 2.5x; with both ratios as defined in the documentation.  As
of July 29, 2007, the company's short-term debt was about $24.9
million, and consisted of $24.4 million in bank borrowings and
$0.5 million of maturing long term debt. The $12.4 million balance
of long-term debt represented a term real estate loan that
amortizes until 2021.  The company repurchased about $23 million
in common stock in the first nine months of fiscal 2007.


WACHOVIA BANK: Fitch Affirms Low-B Ratings on Six Cert. Classes
---------------------------------------------------------------
Fitch affirms Wachovia Bank Commercial Mortgage Trust Commercial
Mortgage pass-through certificates series 2006-C25 as:

-- $28.2 million class A-1 at 'AAA';
-- $122.4 million class A-2 at 'AAA';
-- $57.7 million class A-3 at 'AAA';
-- $50 million class A-PB1 at 'AAA';
-- $75.8 million class A-PB2 at 'AAA';
-- $723.7 million class A-4 at 'AAA';
-- $500 million class A-5 at 'AAA';
-- $334.3 million class A-1A at 'AAA';
-- $286.2 million class A-M at 'AAA';
-- $218.3 million class A-J at 'AAA';
-- Interest only class at 'AAA';
-- $10.7 million class B at 'AA+';
-- $35.8 million class C at 'AA';
-- $32.2 million class D at 'AA-';
-- $17.9 million class E at 'A+';
-- $32.2 million class F at 'A';
-- $32.2 million class G at 'A-';
-- $32.2 million class H at 'BBB+';
-- $32.2 million class J at 'BBB'
-- $32.2 million class K at 'BBB-';
-- $10.7 million class L at 'BB+';
-- $10.7 million class M at 'BB';
-- $10.7 million class N at 'BB-';
-- $7.2 million class O at 'B+';
-- $7.2 million class P at 'B';
-- $7.2 million class Q at 'B-';

Fitch does not rate the $42.9 million class S.

The affirmations reflect the pool's stable performance and minimal
paydown since issuance.  As of the September 2007 distribution
date, the pool has paid down 3.9% to $2.75 billion from $2.86
billion at issuance.

Currently three loans (5.7%) maintain investment grade credit
assessments; one credit assessed loan, the EDS Building, has paid
in full.  The largest credit assessed loan is the Westfield
Gateway (3.4%), a 518,744 square foot anchored retail center in
Lincoln, Nebraska.  June 2007 total physical occupancy was 93.5%,
compared to issuance at 94.1%.  The second largest credit assessed
loan, the Paramount Building (1.4%), an office/retail property in
New York City, reported occupancy at 91% in June 2007 compared to
94% at issuance.  The third loan, the Wyndham Hotel Greenspoint
(1.2%) is a full-service hotel in Houston, Texas; June 2007
occupancy was 89%, compared to issuance at 88%.


WATERFORD GAMING: Moody's Lifts Corporate Family Rating to Ba3
--------------------------------------------------------------
Moody's Investors Service raised Waterford Gaming LLC's and
Waterford Gaming Finance Corp.'s corporate family rating and
existing senior note rating to Ba3 from B1 and assigned a Ba3
rating to its proposed $128.5 million senior notes due 2014.
Moody's also raised the company's probability of default rating to
Ba2 from Ba3.  The rating outlook is stable.

Proceeds from the new notes will be used to repay the company's
existing $101.1 million senior notes due 2012 that are currently
outstanding, pay a $26.5 million dividend to the Waterford Group,
and pay related fees and premiums.  The Ba3 rating on the existing
senior notes will be withdrawn once the refinancing closes.

The upgrade to Ba3 from B1 recognizes Waterford's improved credit
metrics and demonstrated ability to reduce debt. Debt/EBITDA for
the latest 12-month period ended June 30, 2007 was 3.3x.  Although
pro forma leverage based on the proposed refinancing will increase
Debt/EBITDA to about 3.8x, leverage is expected to drop each and
every year going forward to the point where the bonds could be
repaid in full several years before the new senior notes mature in
2014.

The ratings continue to acknowledge Waterford's limited scope. The
company derives substantially all of its revenues from its
partnership interest in Trading Cove Associates.  TCA receives a
revenue-based quarterly relinquishment fee equal to 5% of the
gross revenues of the Mohegan Sun casino which is owned by the
Mohegan Tribal Gaming Authority (Ba1/stable).  These fee payments
are the only source of cash used to service the company's
outstanding debt.  The higher rating is further supported by the
continued growth and favorable competitive profile and outlook of
the Mohegan Sun casino.

The stable outlook takes into account that a significant amount of
new gaming supply is not expected in the New England area within
the next few years.  Additionally, the outlook recognizes the
restrictions contained in the senior note indenture that subject
Waterford to a 100% mandatory excess cash sweep mechanism,
prohibit the company from issuing any additional debt, and do not
allow restricted payments other than tax distributions and the
repurchase of the senior notes.

Moody's prior rating action on Waterford occurred on
Sep. 5, 2006 when its ratings and stable outlook were affirmed.

Waterford is a special purpose company formed solely for the
purpose of holding its 50% partnership interest, as a general
partner, in TCA, a Connecticut general partnership and the manager
(until Jan. 1, 2000) and developer of the Mohegan Sun casino
located in Uncasville, CT. Waterford derives substantially all
revenues from its partnership interest.  TCA receives a revenue-
based quarterly relinquishment fee equal to 5% of the gross-
revenues of the Mohegan Sun casino.  The Mohegan Sun casino is
owned and operated by the Mohegan Tribal Gaming Authority
(Ba1/stable).


WATERFORD GAMING: S&P Rates Proposed $128.5 Mil. Sr. Notes at BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
the proposed $128.5 million senior unsecured notes due September
2014 to be issued by Waterford Gaming LLC and its wholly owned
subsidiary, Waterford Gaming Finance Corp.

These securities will be privately placed under Rule 144A of the
Securities Act of 1933.  Proceeds will be used primarily to
refinance existing debt and distribute cash to the parent company,
Waterford Group.  At the same time, Standard & Poor's affirmed its
'BB-' corporate credit rating.  The outlook is
stable.  Pro forma for this offering, Waterford Gaming will have
$128.5 million in total debt outstanding.

"The ratings on Waterford Gaming reflect the stable revenue stream
from the operations of the successful Mohegan Sun Casino," said
Standard & Poor's credit analyst Craig Parmelee. "Partially
offsetting this is Waterford Gaming's high debt level and its
reliance on a single property for its cash flow."  The Mohegan Sun
is operated by the Connecticut-based Mohegan Tribal Gaming
Authority (MTGA; BB-/Stable/--).

Waterford Gaming is a wholly owned subsidiary of Waterford Group
LLC. Since Waterford Gaming is not a bankruptcy remote entity, the
ratings for this company also take into consideration the credit
quality of its parent.


WESTWAYS FUNDING: Fitch Cuts Ratings on Five Note Classes
---------------------------------------------------------
Fitch downgraded three classes of notes from Westways Funding X
LTD.  These rating actions are the result of Fitch's review
process and are effective immediately:

-- $30,000,000 class C downgraded to 'CCC' from 'A';

-- $10,000,000 class LC loan interests downgraded to 'CCC'  
    from 'A';

-- $30,000,000 class D downgraded to 'C/DR5' from 'BB-';

-- $10,000,000 class LD loan interests downgraded to 'C/DR5'
    from 'BB-';

-- $77,230,000 income notes downgraded to 'C/DR6' from 'CCC'.

Classes C and LC remain on Rating Watch Negative, along with the
notes listed below:

-- $30,000,000 class B 'AA';
-- $10,000,000 class LB loan interests 'AA'.

This transaction is a mortgage market value collateralized debt
obligation managed by TCW Asset Management Co.  The transaction
had violated overcollateralization tests and its asset portfolio
is in the process of being liquidated.  The asset portfolio
consists of floating-rate 'AAA' or agency collateral with over
half of the portfolio having been in agency securities.  Losses
incurred during the liquidation process have increased the risk
that the class C and LC notes may not be paid in full.  It is
likely that class D and LD will incur a significant loss and class
income notes will suffer a complete loss.

The action is the latest in a series of negative actions on
Westways Funding X in recent weeks.  

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

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


WINN-DIXIE: Board Elects Gregory P. Josefowicz as Lead Director
---------------------------------------------------------------
Gregory P. Josefowicz has been elected Lead Director by the
independent members of the Board of Directors of Winn-Dixie
Stores, Inc.  Winn-Dixie emerged from bankruptcy in November of
2006 with a new slate of eight independent directors and new
Governance Principles that anticipated the selection of a Lead
Director in September of 2007.

Mr. Josefowicz is the former President, Chief Executive Officer
and Chairman of the Board of Directors of Borders Group, Inc., the
national book, movies and music retail company.  In addition to
serving on the Winn-Dixie Board, he is a director of Ryerson,
Inc., Telephone and Data Systems, Inc., and PetSmart, Inc., where
he serves as the Lead Director.

"Since joining the Winn-Dixie Board last November, Greg Josefowicz
has exhibited leadership on our Board and among our independent
directors and been a valued advisor to me and other members of our
senior management team,” Winn-Dixie Chairman, Chief Executive
Officer and President Peter Lynch said.  “His considerable
experience in retailing, together with his strong insights and
leadership skills, make him an outstanding choice for the
important position of Lead Director.  I look forward to working
closely with Greg and the other directors as we continue to pursue
our multi-year turnaround plan."

                        About Winn-Dixie

Based in Jacksonville, Florida, Winn-Dixie Stores Inc. (Nasdaq:
WINN) -- http://www.winn-dixie.com/-- is one of the nation's   
largest food retailers.  The company operates 527 stores in
Florida, Alabama, Louisiana, Georgia, and Mississippi.  The
Company, along with 23 of its U.S. subsidiaries, filed for chapter
11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063,
transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos. 05-03817
through 05-03840).

D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.

When the Debtors filed for protection from their creditors, they
listed $2,235,557,000 in total assets and $1,870,785,000 in total
debts.  The Honorable Jerry A. Funk confirmed Winn-Dixie's Joint
Plan of Reorganization on Nov. 9, 2006.  Winn-Dixie emerged from
bankruptcy on Nov. 21, 2006.


WINSTAR COMMS: Lucent Says Bankruptcy Court’s Decision was Wrong
----------------------------------------------------------------
Lucent Technologies, Inc., asks the U.S. Court of Appeals for the
Third Circuit to reverse a ruling by the U.S. District Court for
the District of Delaware on its dispute with Winstar
Communications, Inc.

The District Court affirmed judgment by the U.S. Bankruptcy Court
for the District of Delaware without extensive analysis, Craig T.
Goldblatt, Esq., at Wilmer Cutler Pickering Hale and Dorr, LLP, in
Washington, D.C., says.

According to Mr. Goldblatt, the Bankruptcy Court made the
fundamental error of allowing its distaste for Lucent's actions
to override its obligation to apply governing law.

                         Winstar Lawsuit

District Judge Joseph J. Farnan affirmed in April 2007 in all
respects the U.S. Bankruptcy Court for the District of Delaware's
December 2005 judgment:

  -- awarding $243,930,742, plus interest to Winstar on account
     of preferential and other claims; and

  -- subordinating Lucent Technologies' claim against Winstar to
     the claims of all creditors and certain equity holders, and
     transferring to the estate any lien or claim held by Lucent
     on Winstar's assets.

Judge Farnan said the Bankruptcy Court correctly concluded that
Lucent was a Winstar insider and that the parties' relationship
was more than a mere debtor-creditor relationship conducted at
arm's-length.  According to Judge Farnan, Lucent is a "person in
control of the debtor" in that Lucent controlled Winstar's
purchasing decisions to inflate its own revenue, even when
Winstar neither needed Lucent equipment or services.

After filing for Chapter 11 bankruptcy protection in 2001,
Winstar sued Lucent for billions of dollars, asserting that
Lucent had breached the parties' contracts.  The case was later
converted to Chapter 7, and Christine Shubert, the trustee
appointed to oversee the liquidation of the Winstar estate, took
over the action and asserted an additional claim against Lucent
to recover preferential payment Winstar made prior to the
bankruptcy.

Bankruptcy Judge Joel B. Rosenthal held that Winstar's roughly
$188,200,000 payment to Lucent from the proceeds of a loan from
Siemens AG was avoidable as a preference on the ground that
Lucent "controlled" Winstar, and was thus an "insider" for whom
the bankruptcy preference period extended to one year.

The Bankruptcy Court rejected the arguments that the proceeds of
the payment were "earmarked" for Lucent and that Lucent provided
substantial new value after receiving the payments.

The Chapter 7 Trustee also received an award for more than
$62,000,000 on the breach of contract claim.  The Bankruptcy
Court held that Lucent, by failing in the past to require strict
compliance with certain terms of the parties' contract, had
thereby agreed to a permanent modification of the contract.

The Bankruptcy Court also concluded that Lucent's secured and
unsecured claims against the estate, totaling more than
$700,000,000, should be subordinated not only to claims of other
creditors but also to the equity interests of Winstar's preferred
shareholders.

The District Court affirmed the ruling without oral argument, Mr.
Goldblatt says.

                            All Wrong

The Chapter 7 Trustee's case focused heavily on allegations of
corporate misconduct that she leveled against Lucent, Mr.
Goldblatt tells the Third Circuit.  Neither the preference
statute nor state contract law, however, is intended to provide a
remedy for the misconduct, which is addressed by other federal
and state statutes and common law, Mr. Goldblatt contends.  In
favoring the Chapter 7 Trustee, the Bankruptcy Court lost sight
of that fact, Mr. Goldblatt says.

Mr. Goldblatt contends that Lucent was not an "insider," either
as a "person in control" or under the catch-all "non-statutory
insider" category.  Under the governing legal standard, a
commercial creditor must exercise actual managerial control over
the debtor's day-to-day business affairs to be an insider, Mr.
Goldblatt explains.  None of the Bankruptcy Court's findings
permitted the conclusion that that "control" existed, Mr.
Goldblatt points out.

"[The Bankruptcy Court's] legal conclusion that Lucent was an
insider was driven by its finding that certain transactions that
Lucent engaged in with Winstar were improper," Mr. Goldblatt
says.

Lucent exercised some form of financial leverage over Winstar,
according to Mr. Goldblatt.  The vigorous enforcement of
contractual rights does not transform a creditor into an insider,
Mr. Goldblatt says.

Mr. Goldblatt also argues that no voidable preferential transfer
took place.  Because the proceeds of the Siemens loan were
specifically "earmarked" for Lucent under its agreement with
Winstar, Lucent received Siemens' funds, not Winstar's.  Lucent
simply traded places with Siemens, in a transaction that had no
effect on the bankruptcy estate at all, Mr. Goldblatt says.

Mr. Goldblatt contends that Lucent provided roughly $90,000,000
in unsecured loans and other new value to Winstar.  Under the
Bankruptcy Code, any preference judgment must be reduced by the
amount of that new value.  But neither the Bankruptcy Court nor
the District Court even addressed Lucent's arguments.

The Bankruptcy Court also erroneously treated Lucent's previous
temporary, quarter-by-quarter waiver of compliance with the "Task
Order" requirement as an agreement to modify its subcontract with
Winstar Wireless, Inc., Mr. Goldblatt asserts.  The Subcontract
did not obligate Lucent to pay Wireless for services unless they
were performed pursuant to a Lucent-issued "Task Order."  The
Subcontract expressly provides that it could be modified only in
writing, he explains.

Even if the Subcontract had been modified, Lucent did not breach
it.  The record is clear that no exchange of purchase orders and
invoices -- the conduct that allegedly replaced the requirement
of a formal Task Order -- preceded the alleged breach, Mr.
Goldblatt notes.  The pass-through transaction did not take place
in March 2001.  The evidence on which the Bankruptcy Court relied
was a request by Winstar -- which was not a party to the
Subcontract -- that Lucent lend it money under their credit
agreement.  The draw request, Mr. Goldblatt says, was entirely
separate from any obligation on Lucent's part to pay Wireless for
services, and thus Lucent's refusal of the request cannot have
been a breach of the allegedly modified terms of the Subcontract.

The Bankruptcy and District Courts also erred in concluding
that Lucent lacked -- or had waived -- the right to try the
Subcontract claim to a jury in an Article III court, according
to Mr. Goldblatt.

In subordinating Lucent's claims against Winstar's bankruptcy
estate, the Bankruptcy Court and the District Court ignored the
well-established principle that equitable subordination is a
remedial rather than a punitive doctrine.  They also failed to
satisfy the requirement that subordination be tailored to
identifiable harm to creditors caused by Lucent's conduct.  Both
Courts went so far as to subordinate Lucent's debt claims to the
interests of certain equity holders, in plain contravention of
the unambiguous text of the Bankruptcy Code, Mr. Goldblatt adds.

Effective November 30, 2006, Lucent, through merger, became a
wholly owned subsidiary of Alcatel Lucent, a societe anonyme
organized under the laws of the Republic of France.  In December,
Lucent became a wholly owned subsidiary of Alcatel USA, Inc., a
private Delaware corporation that is itself an indirect wholly
owned subsidiary of Alcatel Lucent.  The common shares of Alcatel
Lucent trade publicly.

Lucent has posted a $306,000,000 letter of credit to secure
judgment on the appeal. In a stipulation approved by the
Bankruptcy Court, Lucent and the Winstar Trustee have agreed that
Lucent will amend the Letter of Credit to increase the amount to
$318,904,554, if the Appeal has not been resolved by April 30,
2008.  Afterwards, the Letter of Credit will be increased by
$12,162,515 annually until the Appeal has been resolved.

         Lower Courts Gone Astray, Law Professors Say

Robert K. Rasmussen, Dean and Carl Mason Franklin Chair in Law,
Gould School of Law at the University of Southern California in
Los Angeles; G. Marcus Cole, Professor of Law, Stanford Law
School in Stanford; and Edward R. Morrison, Professor of Law,
Columbia Law School in New York concur that the District Court
erred in holding that Lucent was a Winstar "insider."

The Bankruptcy Court and the District Court "went astray," the
Law Professors state.

Public companies, like Winstar, are controlled by their officers
and directors, not by their lenders and contract partners.  
Public companies seek to further their own interests, not those
of unrelated enterprises, the Law Professors note in a brief of
amici curiae filed with the Third Circuit.

Creditors have a legal right to be paid, the Law Professors
explain.  Accordingly, creditors can exercise any contractual
provision or economic power at their disposal when they seek to
collect on a valid debt.  In addition, each creditor uses the
arsenal of tactics at its disposal to enhance its chances of
recovering what it is owed.

Creditors with substantial contractual or economic leverage
routinely present debtors with a set of what the debtor views as
unpalatable choices, the Professors note.  It is common for a
debtor to face the choice of paying its debt -- tough action for
a financially distressed business -- or having the creditor
impair the ability of the business to operate in the future.

The Professors explain that the Bankruptcy Code provides two
basic categories of "insiders":

  -- the "per se" insiders consists of the statute's list of
     relationships that will categorically render a creditor an
     insider of the debtor; and

  -- the "non-statutory" insiders consists of those who while
     not falling on the list of per se insiders nevertheless
     should be treated as being insiders.

Neither path can support a finding that Lucent was an insider of
Winstar, the Professors argue.

Lucent was not a per se insider of Winstar, the Professors say.  
Per se insiders have formal legal power to make decisions on
behalf of the corporation.  They have the power to bind the
corporation.

"When the question is framed in terms of who was actually running
Winstar and setting its policy, the inescapable conclusion is
that it was the officers and directors of that company, and not
the employees of Lucent," the Professors say.

Lucent also was not a non-statutory insider of Winstar.  When
ascertaining whether a creditor is a non-statutory insider, the
court should focus on whether that creditor has a relationship
with the debtor that allows the creditor to ensure that those
making the decisions for the debtor place the creditor's interest
ahead of the debtor's, the Professors maintain.

"Winstar was guided by its own self interest at every turn; it
was not guided by affinity for Lucent," the Professors state.

Winstar agreed to certain transactions that benefited Lucent to
further its long-term relationship with Lucent, the Professors
point out.

The Law Professors teach corporate law and bankruptcy law.  The
Law Professors note that they have a deep and abiding interest in
the proper administration and interpretation of the Bankruptcy
Code as it applies to corporations.

The Professors also point out that Third Circuit law governs a
substantial number of bankruptcy cases involving publicly held
companies.  The Third Circuit's decisions are of "substantial
interest to bankruptcy practitioners and bankruptcy scholars
alike," the Professors note.

                 About Winstar Communications

Based in New York, New York, Winstar Communications, Inc.,
provides broadband services to business customers.  The company
and its debtor-affiliates filed for chapter 11 protection on
April 18, 2001 (Bankr. D. Del. Case Nos. 01-01430 through
01-01462).  The Debtors obtained the court's approval converting
their case to a chapter 7 liquidation proceeding in January 2002.
Christine C. Shubert serves as the Debtors' chapter 7 trustee.
When the Debtors filed for bankruptcy, they listed $4,975,437,068
in total assets and $4,994,467,530 in total debts. (Winstar
Bankruptcy News, Issue No. 81; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WR GRACE: Ninth Circuit Reinstates Libby Conspiracy Charge
----------------------------------------------------------
A three-judge panel of the U.S. Court of Appeals for the Ninth
Circuit reversed certain district court pre-trial rulings against
W.R. Grace & Co. and six of the company's former executives on the
alleged poisoning of Libby, Montana residents.

Particularly, the Honorable Betty Fletcher reinstated a conspiracy
charge initiated by the U.S. Government against the Grace
Defendants in relation to Grace's former vermiculite operations in
the town of Libby.

>From 1963 to 1992, Grace mined a rich supply of vermiculite ore
outside Libby.  Libby residents subsequently complained of serious
health problems in relation to Grace's vermiculite operations.  In
response, the Government obtained an indictment in 2005, charging
Grace and seven of its executives with criminal conduct arising
from Grace's Libby operations.  The indictment accused the Grace
Defendants of:

   (1) conspiracy to violate environmental laws and obstruct
       federal agency proceedings;
   
   (2) violations of the federal Clean Air Act; and

   (3) obstruction of justice.

Among the named defendants are:

   * William McCaig, former manager of operations at the Libby
     mine;

   * Robert Walsh and Robert Bettacchi, former presidents of
     Grace's Construction Products Division;

   * Jack Wolter, ex-general manager of the Construction Products
     Division;

   * Henry Eschenbach, a former director of health and safety at
     Grace; and

   * Mario Favorito, a former legal counsel for Grace.

Alan Stringer, also a named defendant in the Libby case, died in
February 2007.  He used to be a Grace general operations manager
in Libby.

In March 2006, the Defendants asserted that the Government failed
to allege a requisite overt act before the statute of limitations
ran in November 2004, and sought dismissal of the knowing
endangerment object of the conspiracy charge.

The U.S. District Court for the District of Montana preliminarily
dismissed as time barred the knowing endangerment object of the
the conspiracy charge.  Shortly thereafter, the Government
obtained a superseding indictment, which had certain amendments
but was essentially similar to the original indictment.

In July 2006, the District Court again dismissed a portion of the
Government's allegations, asserting conspiracy to knowingly
endanger residents of the Libby area and others in violation of
the Clean Air Act, of the new indictment.  

In August 2006, District Court Judge Molloy granted a request by
the Defendants to exclude as evidence sample results that included
minerals that do not constitute asbestos under the Clean Air Act.

The Government appealed the District Court rulings to the Ninth
Circuit.  As a result, the District Court trial has been delayed
pending resolution of the appeals.

Upon review, Judge Fletcher found that the District Court erred in
dismissing the knowing endangerment object in the original
indictment.  "[T]he parties do not dispute that the original
indictment was timely filed.  The district court's holding that
the indictment was time-barred referred only to its failure to
allege the necessary overt acts in the original indictment -- a
flaw that can be cured through reindictment under [18 U.S.C.
Section] 3288."

The Ninth Circuit noted that Section 3288 extends the statute of
limitations by six months to allow the prosecution a second
opportunity to do what it failed to do in the beginning: namely,
file an indictment free of legal defects.

The Ninth Circuit held that a reading of Section 3288 does not, as
the District Court suggests, "require a defendant to remain
subject to an indefinite threat of prosecution, held open beyond
the statute of limitations period, while he and the court wait for
the government to finish tinkering with the indictment."  

Judge Fletcher pointed out that Section 3288:

   (1) eliminates the incentive for criminal defendants to move
       for dismissal of an indictment at the end of the statute
       of limitations, thereby winning dismissal at a time when
       the government cannot re-indict; and

   (2) subjects defendants to the threat of prosecution for six
       months after the dismissal of the original indictment
       and only if the government has timely filed an
       indictment charging the exact same crimes based on
       approximately the same facts.

Accordingly, Judge Fletcher reinstated the knowing endangerment
object of the conspiracy charge in the superseding indictment.

With regards to Congress' use of the term "asbestos" to identify a
hazardous air pollutant, the Government contended that a statute
may have two definitions for one term -- one definition civil and
one criminal.  The Government also argued that the definition of
asbestos applicable to the Clean Air Act's criminal knowing
endangerment provision covers the minerals involved in the present
case.  "We agree on both points," Judge Fletcher opined.

The Defendants had actual notice of the risks from the fibrous
content of the asbestiform minerals in their products, the Ninth
Circuit held.  "It is clear that defendants knew or should have
known that their mining, milling, and distribution activities
risked the release of asbestos into the ambient air."

Thus, Judge Fletcher held that the District Court erred in
concluding that ambiguity exists simply because of the existence
of two oversight structures -- a civil regulatory structure and a
criminal enforcement provision -- that use different definitions
of the term "asbestos."

In addition, Judge Fletcher held that the District Court
improperly limited the term "asbestos" to the six minerals covered
by the civil regulations.  Asbestos is adequately defined as a
term and need not include mineral-by-mineral classifications to
provide notice of its hazardous nature, particularly to these
knowledgeable defendants, Judge Fletcher said.

Accordingly, the Ninth Circuit reversed the order limiting
evidence to that fitting within the civil regulations.

The Ninth Circuit also granted the Government's request for a writ
of mandamus, and held that Grace cannot avail itself at trial of
the affirmative defense articulated in 42 U.S.C. Section
7413(c)(5)(A).  

In relevant part, Section 7413(c)(5)(A) states that the release of
certain pollutant on which "the Administrator has set an emissions
standard" will not constitute a violation under that provision.

On the other hand, Judge Fletcher affirmed the exclusion of
certain studies -- (1) EPA indoor air studies, (2) a report of the
Agency for Toxic Substances and Disease Registry based on a
medical screening study of Libby residents, and (3) the results of
the screening study published as an article in a peer-reviewed
journal (Peipins Publication) -- in the Libby case, but reversed
the District Court's decision to exclusion those studies as bases
underlying an expert's opinion or testimony.

Judge Fletcher also granted the Defendants' request to strike
certain documents included in the Government's reply brief to the
Ninth Circuit.

The panel that reviewed the Government's appeal is composed of
Ninth Circuit Judges Betty B. Fletcher, Harry Pregerson and Warren
J. Ferguson.

The U.S. Bankruptcy Court for the District of Delaware previously
granted Grace's request to advance legal and defense costs to the
Named Officer Defendants, subject to a reimbursement obligation if
it is later determined that the Former Officer did not meet the
standards for indemnification set forth under the appropriate
state corporate law.  In a filing with the Securities and Exchange
Commission, Grace reported that for the six months ended June 30,
2007 and 2006, respectively, total expense for Grace and the
Former Officer totaled $6.3 million and $27.2 million.

Grace is unable to assess whether the indictment, or any
conviction resulting from it, will have a material adverse effect
on the results of its operations or financial condition or affect
its bankruptcy proceedings, the company noted in the SEC filing.  

With the current ruling on its Appeal, Grace's shares fell 5.5% to
$25.39 in the New York Stock Exchange composite trading, Bloomberg
reports.

A copy of the 36-page Ninth Circuit Ruling is available for free
at http://ResearchArchives.com/t/s?23a8

                        About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica  
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
James H.M. Sprayregen, Esq., at Kirkland & Ellis, and Laura Davis
Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub,
P.C., represent the Debtors in their restructuring efforts.  The
Debtors hired Blackstone Group, L.P., for financial advice.  
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Anderson Kill & Olick, P.C.,
represent the Official Committee of Asbestos Personal Injury
Claimants.  The Asbestos Committee of Property Damage Claimants
tapped Martin W. Dies, III, Esq., at Dies & Hile L.L.P., and C.
Alan Runyan, Esq., at Speights & Runyan,to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.  
(W.R. Grace Bankruptcy News, Issue No. 139; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


YUKOS OIL: Completes Yukos Finance Sale to OOO Promneftstroy
------------------------------------------------------------
OOO Promneftstroy took legal control of Yukos Finance N.V. from
OAO Yukos Oil Co. after signing a notary act formalizing the
transfer of the finance unit's shares to the former, Itar-Tass
reports.

As reported in the TCR-Europe on Sept. 13, 2007, Promneftstroy
has fully paid for 242,399 shares of Yukos Finance after it won
the auction to acquire the stake for RUR7.838 billion.

Yukos Finance carried a RUR7,598,361,000 starting price and a
RUR40 million bid increment.  The winning bidder must deposit
RUR1,519,672,200 as initial payment.

According to Itar-Tass, the parties have notified Yukos Finance
and a Dutch court of the completion of the sale.  The parties
have also instructed Yukos Finance to make relevant changes in
its register of shareholders.

Yukos Finance's main assets include:

  -- a 49% stake in Transpetrol, worth between US$100 million
     and US$200 million; and

  -- proceeds from a 54% stake in Lithuanian refinery Mazeikiu
     Nafta AB, worth almost US$1.5 billion.

                         About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an
open joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days
later, the Russian Government sold its main production unit
Yugansk to a little-known firm Baikalfinansgroup for US$9.35
billion, as payment for US$27.5 billion in tax arrears for
2000- 2003.  Yugansk eventually was bought by state-owned
Rosneft, which is now claiming more than US$12 billion from
Yukos.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a US$1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard
Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court
for the Southern District of New York (Bankr. S.D.N.Y. Case No.
06-0775), in an attempt to halt the sale of Yukos' 53.7%
ownership interest in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a $1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.


YUKOS OIL: Faces Fresh RUR273 Bil. Tax Claim on Auction Proceeds
----------------------------------------------------------------
Russia's Federal Tax Service has asked the Moscow Arbitration
Court to order the payment of around RUR273 billion in taxes from
OAO Yukos Oil Co., various reports say.

According to Bloomberg News, the regulator is seeking tax on the
proceeds from the recent Yukos auction and on the company's
operating income.

Eduard Rebgun, Yukos' bankruptcy receiver, had estimated the
company's latest tax bill at RUR216.4 billion, Interfax News
reports.

The court will hear the case on Oct. 8, 2007.

Nikolai Lashkevich, Mr. Rebgun's spokesman, commented to Bloomberg
News that should the court rules in favor of the Tax Service,
Yukos may not have sufficient funds to repay its other creditors.  

According to Interfax News, Yukos earned RUR829.99 billion from
the auction and used RUR402.6 billion to repay major creditors.  

"The recent announcement of tax charges increases the risks of
zero pay-off to Yukos' minority equity investors," Deutsche Bank
analysts Pavel Kushnir and Olga Danilenko was quoted by Bloomberg
News as saying.

                         About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an
open joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days
later, the Russian Government sold its main production unit
Yugansk to a little-known firm Baikalfinansgroup for US$9.35
billion, as payment for US$27.5 billion in tax arrears for
2000- 2003.  Yugansk eventually was bought by state-owned
Rosneft, which is now claiming more than US$12 billion from
Yukos.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a US$1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard
Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court
for the Southern District of New York (Bankr. S.D.N.Y. Case No.
06-0775), in an attempt to halt the sale of Yukos' 53.7%
ownership interest in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a US$1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.


* 27 Cohen & Grigsby Lawyers Included in America's Best in 2008
---------------------------------------------------------------
Cohen & Grigsby's 27 attorneys will be included in Best Lawyers in
America(R) 2008.  This year's honorees are:

   * Alternative Dispute Resolution: James B. Brown
   * Commercial Litigation: Larry K. Elliott, Richard R. Nelson
     II, Jeffrey P. Ward
   * Corporate Law: Charles C. Cohen, James D. Chiafullo, Jack
     W. Elliott, Hugh W. Nevin, Jr.
   * Immigration Law: John S. Brendel, Lawrence M. Lebowitz
   * Intellectual Property Law: Thomas C. Wettach
   * International Trade and Finance Law: V. Susanne Cook
   * Labor and Employment Law: Ronald J. Andrykovitch, Cathy
     Bissoon, Robert B. Cottington, E. Donald Ladov, John E.
     Lyncheski, Robert F. Prorok
   * Mergers & Acquisitions Law: Jack W. Elliott
   * Non-Profit/Charities Law: Christopher F. Farrell
   * Public Finance Law: Charles R. Brodbeck
   * Real Estate Law: Charles R. Brodbeck, Thad D. Kirkpatrick,
     Michael H. Syme, William R. Taxay
   * Tax Law: Christopher F. Farrell, Hugh W. Nevin, Jr.
   * Technology Law: David J. Kalson
   * Trusts and Estates: R. Michael Daniel, Christopher F.
     Farrell, C. Eric Pfeil, Jonathan M. Schmerling

These Cohen & Grigsby attorneys have appeared on the Best
Lawyers(R) list for ten years or longer:

   * Charles C. Cohen
   * R. Michael Daniel
   * Lawrence M. Lebowitz
   * John E. Lyncheski
   * Hugh W. Nevin, Jr.

Considered to be the respected peer-review publication in the
legal profession, Best Lawyers(R) conducts confidential surveys
that enable attorneys to review their professional peers.

The annual reference guide lists more than 29,000 attorneys in the
United States in 78 different specialties and covers all 50 states
and the District of Columbia.  The Best Lawyers in America is
based on more than two million detailed evaluations of lawyers by
other lawyers.

                     About Cohen & Grigsby

Headquartered in Pittsburgh, Pennsylvania, Cohen & Grigsby P.C. --
http://www.cohenlaw.com/-- offers legal services to private and  
publicly held businesses, nonprofits, multinational corporations,
individuals and emerging companies.  It has experience in
bankruptcy, business, tax, employee benefits, estates, trusts,
immigration, intellectual property, international business,
litigation, labor and employment, and real estate.  The firm has
offices in Naples, Florida and Bonita Springs, Florida.

                             *********

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, Joseph C. Martirez, Sheena R. Jusay, and
Peter A. Chapman, Editors.

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

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

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

                    *** End of Transmission ***