TCR_Public/071010.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, October 10, 2007, Vol. 11, No. 240

                             Headlines

200 SOUTH: Case Summary & Largest Unsecured Creditor
360 GLOBAL: Selects Sichenzia Ross as Special Counsel
ADVENTURE PARKS: Files Disclosure Statement in Georgia
ADVENTURE PARKS: Disclosure Statement Hearing Slated for Nov. 15
AEGIS MORTGAGE: Wants Court to Dismiss Units' Chapter 11 Cases

AEGIS MORTGAGE: Wants To Sell Office Equipment for $330,000
AIRPORT EXECUTIVE: Hearing on M.A.M.C. Settlement Resumes Oct. 16
AK STEEL: To Contribute $468 Million to Retiree's VEBA Trust
AMERICAN COLOR: June 30 Balance Sheet Upside-Down by $250 Mil.
AMERICAN COLOR: Proposed Merger with Vertis Inc. Terminated

AMERICAN COLOR: Terminated Merger Cues S&P to Retain Neg. Watch
AMERICAN HOME: Committee Selects BDO Seidman as Advisors
AMERICAN HOME: Picks WL Ross' Bid for Mortgage Servicing Rights
AMERICAN HOME: Prosecutors Conduct Probe on Possible Fraud
ATARI INC: Majority Stockholder Removes 5 Members from Board

AVADO BRANDS: US. Trustee Appoints Three-Member Creditors Panel
AVAYA INC: Stockholders Approve Silver Lake Merger Agreement
BARNERT HOSPITAL: Wants to Hire Teich Groh as Conflicts Counsel
CATALINA MARKETING: Moody's Puts Corporate Family Rating at B2
CENTAUR LLC: Moody's Places Corporate Family Rating at B3

CHILDREN'S PARACLETE: Voluntary Chapter 11 Case Summary
CHRYSLER LLC: UAW Strike Deadline Looms, Contract Talks Stall
CLOROX CO: Prices $750 Million Senior Notes Offering
COAST FOUNDRY: Wants to Hire Help-U-Sell as Real Estate Broker
CREDIT SUISSE: Moody's Assigns Low-B Ratings on Six Certs. Classes

CREST 2003-2: Moody's Holds Ba1 Ratings on Two Cert. Classes
CROSSWINDS AT ARROYO: Files List of Largest Unsecured Creditors
DYNEGY INC: Earns $76 Million in Second Quarter Ended June 30
EMPIRE BEEF: Gets $4 Million Interim DIP Financing
EMPIRE BEEF: Wants JC Jones & Associates as Financial Advisors

FALCON BARNETT: Voluntary Chapter 11 Case Summary
FEDDERS CORP: Gets Final Approval on $79.4 Million DIP Financing
FGX INT'L: S&P Holds 'B' Rating and Revises Outlook to Stable
FLEETWOOD ENT: Posts $2.3 Million Net Loss in Qtr. Ended July 29
FLEXTRONICS INT'L: Solectron Global to Redeem 8% Senior Notes

GARDNER DENVER: Earns $44.8 Million in Quarter Ended June 30
GREAT CIRCLE: Section 341(a) Meeting Scheduled on October 25
GREAT CIRCLE: U.S. Trustee Names Seven-Member Creditors Panel
HALO TECHNOLOGY: Court Approves Zeisler & Zeisler as Counsel
HALO TECHNOLOGY: U.S. Trustee Names Three-Member Creditors Panel

HALO TECHNOLOGY: Creditors Panel Wants Pepe & Hazard as Counsel
HERCULES INC: Earns $34.5 Million in Second Quarter Ended June 30
IMAX CORP: Will Restate Financial Records on Real Estate Leases
INTREPID TECHNOLOGY: Jones Simkins Raises Going Concern Doubt
JERUSALEM BAPTIST: Case Summary & 3 Largest Unsecured Creditors

KKR ATLANTIC: Nonpayment of Notes Cues Fitch to Cut Ratings
KNOLL INC: Moody's Withdraws Ba3 Corporate Family Rating
LAKE TRAVIS: Files List of Four Largest Unsecured Creditors
LEVIATHAN ENTERPRISES: Case Summary & 3 Largest Unsec. Creditors
LKQ CORP: Affirms $48/Share Offer to Buy Keystone Automotive

LYONDELL CHEMICAL: Board Declares Quarterly Dividend
MORTGAGE ASSET: Moody's Holds B+ Rating on Class 15-B-5 Notes
MORTGAGE LENDERS: Countrywide Wants to Foreclose on 11 Properties
MORTGAGE LENDERS: Wants Until January 31 to File Chapter 11 Plan
NATIONAL EASTERN: Section 341(a) Meeting Scheduled on Oct. 22

NEFF CORP: Posts $45.1 Million Net Loss in Quarter Ended June 30
NETBANK INC: FDIC Sets Jan. 2 as Bar Date to File Proofs of Claim
NEWCOMM WIRELESS: Court Confirms Chapter 11 Liquidation Plan
NEW CENTURY: Court Okays Inclusion of NCWC in Richards Retention
NRG ENERGY: Earns $149 Million in Second Quarter Ended June 30

PATCH INTERNATIONAL: KPMG LLP Raises Going Concern Doubt
PETROQUEST ENERGY: Gets $70.7MM in 6.875% Pref. Stock Offering
PIER 1: Zero Debt Cues Moody's to Withdraw Rating
PRIMA CAPITAL: Moody's Holds Low-B Ratings on Two Cert. Classes
PROPEX INC: High Leverage Cues Moody's to Cut Ratings

PROPEX INC: S&P Places 'B-' Rating Under Negative CreditWatch
QUALITY HOME: U.S Trustee Appoints Three-Member Creditors Panel
QUALITY HOME: Wants Court Approval on Countrywide Settlement Pact
REMY WORLDWIDE: Files Pre-Packaged Bankruptcy in Delaware
REMY WORLDWIDE: Case Summary and 30 Largest Unsecured Creditors

ROADHOUSE GRILL: Case Summary & 24 Largest Unsecured Creditors
SEA CONTAINERS: Wants to Allocate Funds to Two Non-Debtor Units
SECURITY WITH: Closes $3.6 Mil. Funding from Warant Conversion
SENTINEL MANAGEMENT: Quinn Emanuel Okayed as Committee's Counsel
SENTINEL MANAGEMENT: Court Okays DLA Piper as Panel's Co-Counsel

SENTINEL MANAGEMENT: U.S. Trustee Appoints Nine-Member Committee
SOUEIDAN GAS: Files List of Seven Largest Unsecured Creditors
SPACEHAB INC: NASDAQ Says Bid Price and Net Income Non-Compliant
TERWIN MORTGAGE: Poor Credit Support Cues S&P to Downgrade Ratings
TXU CORP: Fitch Downgrades Issuer Default Rating to B

U.S. AIRWAYS: Flight Attendants to Hold Rally on October 16
U.S. DRY: Buying Team Enterprises & Bell Hop Assets for $6.13 Mil.
VERTIS COMMS: June 30 Balance Sheet Upside-Down by $594 Million
VERTIS COMMS: Terminates LOI to Merge with American Color
VERTIS INC: S&P Revises CreditWatch from Negative to Developing

VICTORY MEMORIAL: DASNY DIP Financing Pact Gets Final Court Okay

* Buccino & Associates Names Robert Sundius as Senior VP
* Lawrence R. Plotkin Joins Chadbourne & Parke-NY as Partner
* Mayer Brown Launches Subprime Lending Response Team

* Upcoming Meetings, Conferences and Seminars

                             *********

200 SOUTH: Case Summary & Largest Unsecured Creditor
----------------------------------------------------
Debtor: 200 South Calhoun Street, L.L.C.
        200 South Calhoun Street
        Baltimore, MD 21223

Bankruptcy Case No.: 07-19843

Type of business: The Debtor owns and manages a three-story
                  commercial building.

Chapter 11 Petition Date: October 8, 2007

Court: District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: Marc Robert Kivitz, Esq.
                  201 North Charles Street, Suite 1330
                  Baltimore, MD 21201
                  Tel: (410) 625-2300
                  Fax: (410) 576-0140

Total Assets: $1,400,010

Total Debts:    $273,800

Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Mayor and City Council of                                  $3,800
Baltimore
Department of Finance
Bureau of Treasury Management
200 Holliday Street
Baltimore, MD 21202


360 GLOBAL: Selects Sichenzia Ross as Special Counsel
-----------------------------------------------------
360 Global Wine Company and its debtor-affiliate, Viansa LLC, ask
the United States Bankruptcy Court for the District of Nevada for
permission to employ Sichenzia Ross Friedman Ference LLP as their
special counsel, nunc pro tunc Sept. 15, 2007.

Sichenzia Ross will:

   a. review and draft general corporate documents;

   b. communicate with corporate officers and consultants;

   c. prepare, draft and file the Debtors' Form 10-KSBs,10-QSBs
      and 8-Ks reports with the Securities and Exchange
      Commission;

   d. prepare, draft and file the Debtors' proxy statement in
      connection with its annual meetings of shareholers; and

   e. render other and additional services as may be necessary and
      appropriate with the firm's expertise in connection with its
      services as special SEC counsel.

The Debtors agreed to pay $14,000 per month to the firm for this
engagement.

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

Headquartered in Los Angeles, California, 360 Global Wine
Company and 360 Viansi LLC -- http://www.360wines.com/-- are     
small, diversified marketers of wine and alcoholic beverages.  
The company filed for Chapter 11 protection on March 7, 2007
(Bankr. Nev. Case No. 07-50205).  Brett A. Axelrod, Esq., at
Beckley Singleton, Chartered, represents the Debtors in their
restructuring efforts.  David A. Honig, Esq., at Winston &
Strawn LLP, represents the Official Committee of Unsecured
Creditors.  When the Debtors sought protection from their
creditors, they listed total assets of $43 million and total
debts of $39 million.


ADVENTURE PARKS: Files Disclosure Statement in Georgia
------------------------------------------------------
Adventure Parks Group LLC and its debtor-affiliates filed with
the United States Bankruptcy Court for the Middle District of
Georgia a Disclosure Statement explaining their Chapter 11 Plan
of Liquidation dated Sept. 30, 2007.

The Plan contemplates the complete liquidation of the Debtors'
remaining assets and the appointment of a liquidating trustee, who
will manage the liquidation process.

On Sept. 27, 2007, the Court approved the sale of the Debtors'
assets to Herschend Family Entertainment Corporation and Land
South Holdings LLC.  The Debtors paid $310,031 to First State
Bank and Trust Company of Valdosta's first lien claim, with an
additional $590,000 in disputed claim, from the proceeds of the
sale.

In addition, the Debtors applied $15,579,826 to its postpetition
debt under the Court's debtor-in-possession financing order.

The Debtors tell the Court that they estimated approximately 217
transferees who received at least $10,000, that may qualify as
preferential transfers.  Accordingly, the Debtors will file
adversary complaints against various transferees, who have not
substantiated valid reason to the liquidating trustee.

                       Treatment of Claims

Under the Plan, Administrative and Priority Claims will be paid in
full, in cash on the effective date of the Plan.

At the option of the liquidating trustee, holders of Secured
Claims will, either:

   i. receive cash equal to their liens, together with post-
      confirmation interest from the effective date; or

  ii. retain any lien securing the claim.

Non-Tax Priority Claims will receive, either:

   i. cash, in full, on the effective date;

  ii. deferred cash payments, equal to the amount of the
      claim; or

iii. other treatment in accordance with the Bankruptcy Code.

Convenience Class Claims against the Debtors will receive at least
$500 on the effective date.

Holders of General Unsecured and Subordinated Claims are entitled
to receive pro rata of the net distributable proceeds on hand;
provided, if general fund is insufficient on the initial
distribution date.

Equity Interest holders will not receive or retain any property on
account of their interests under the Plan.

A full-text copy of Adventure Parks' Disclosure Statement is
available for free at:

   http://www.researcharchives.com/bin/download?id=071008225836

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

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


ADVENTURE PARKS: Disclosure Statement Hearing Slated for Nov. 15
----------------------------------------------------------------
The United States Bankrutpcy Court for the Middle District of
Georgia will convene a hearing on Nov. 15, 2007, 10:00 a.m., at
Columbus Courthouse, to consider the adequacy of Adventure Parks
Group LLC and its debtor-affiliates' Disclosure Statement
explaining ther Chapter 11 Plan of Liquidation.

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

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


AEGIS MORTGAGE: Wants Court to Dismiss Units' Chapter 11 Cases
--------------------------------------------------------------
Aegis Mortgage Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to dismiss the
bankruptcy cases of Aegis Loan Servicing L.P. and AMC Insurance of
Texas Inc.

James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, said that the dismissal of the cases is
necessary to give Selene Ventures, LLC, the designee of Ranieri &
Co., the full benefit of the transfer of the issued stock of Aegis
Loan and AMC Insurance.

As reported in the Troubled Company Reporter on Sept. 26, 2007,  
the Debtors, after obtaining Court approval, sold to Selene loan
servicing platform assets from their facilities located in
Houston, Texas, pursuant to the terms of the amended Asset
Purchase Agreement.  The assets included:

   * all of the issued and outstanding stock of Aegis Loan  
     Servicing, LP;
  
   * all of the issued and outstanding stock of AMC Insurance,
     including its licenses to underwrite and sell insurance
     policies; and
   
   * all documentation and files relating to the mortgage and
     insurance licenses, and bonds for entities  that were part
     of the transaction.
   
The Debtors also obtained the Court's approval to execute the
amended Asset Purchase Agreement, which provided that concurrent
with the closing of the sale, Aegis Mortgage Corporation will
cause the pending bankruptcy proceedings with respect to Aegis
Loan and AMC Insurance to be dismissed expeditiously.  

The sale of assets closed on Sept. 28, 2007.  Aegis Loan and AMC
Insurance already filed their respective statement of
financial affairs and schedules on the same day, Mr. O'Neill
disclosed.

Mr. O'Neill further said that Aegis Loan and AMC Insurance have
only one potential creditor each, which had already been informed
about the Debtors' request.  He added that Aegis Loan and AMC
Insurance only hold liability to certain potential de minimus tax
claims and regulatory fee claims.

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

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

The Debtors' exclusive period to file a plan expires on Dec. 11,
2007.  Aegis Bankruptcy News, Issue No. 8, Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


AEGIS MORTGAGE: Wants To Sell Office Equipment for $330,000
-----------------------------------------------------------
Aegis Mortgage Corp. and its debtor-affiliates seek the authority
of the U.S. Bankruptcy Court for the District of Delaware to sell
free and clear of all liens, claims and encumbrances:

   * certain computer equipment from their facility located at
     10049 North Reiger Road, Baton Rouge, Los Angeles,
     California, to TekSavers for $302,000;

   * certain cell phones and blackberries from their facility
     at 3250 Briarpark, Suite 400, Houston, Texas, to eCycle
     Blackberres for $28,080; and   

   * miscellaneous used computer equipment, including 100
     desktop and laptop computers, 100 monitors and related
     accessories, to employees.

The Debtors expect to generate net proceeds of $330,080 from the
sale.

James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones, LLP, in
Wilmington, Delaware, said that the sale is appropriate and in the
best interest of the estate because the Debtors have no use for
the equipment.  

Mr. O'Neill disclosed that the Debtors anticipate closing and
vacating the Baton Rouge facility and their location at 9990
Richmond Avenue, in Houston, Texas, by the end of October.  He
adds that Teksavers and eCycle Blackberres offered the highest
bids for the computer equipment and cellphones.    

Mr. O'Neill further said that the Debtors will sell miscellaneous
computer equipment to employees at prices not below those used by
Dell Managed Services for recovery of used equipment.  If the
Debtors did not make the sales to employees, the equipment would
be sold for the same or lower prices to used equipment vendors, he
added.

The Debtors do not believe that any party asserts a security
interest or any other interest in the properties.  

According to Mr. O'Neill, the Debtors requested that the order
approving the sale be deemed effective immediately by providing
that the 10-day stay under Rule 6004(h) of the Federal Rules of
Bankruptcy Procedure is waived.  He said that a waiver of the
stay will allow the Debtors time to consummate the sale and
reject the leases for the Baton rouge facility and another lease
location in Texas before the end of October.

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

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

The Debtors' exclusive period to file a plan expires on
Dec. 11, 2007.  Aegis Bankruptcy News, Issue No. 8, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/         
or 215/945-7000).


AIRPORT EXECUTIVE: Hearing on M.A.M.C. Settlement Resumes Oct. 16
-----------------------------------------------------------------
The U.S. Court for the Southern District of Florida will continue
the hearing to consider the approval of Airport Executive Commerce
Park LLC's proposed settlement agreement with M.A.M.C. Inc. on
Oct. 16, 2007, at 10:30 a.m.

The proposed settlement, the Debtor says, will resolve the
disputes it has with its secured creditor, represented by
M.A.M.C., and permit it to finish the construction of its real
property, obtain necessary financing and propose a plan to
reorganize.

                    Settlement and Compromise

The Debtor had initially proposed that on or before Oct. 1, 2007,
it will ask a third party or a transferee to acquire the Debtor's
loan and judgment for the sum of $5,800,000.

Within five days of the secured creditor's receipt of the sum from
the transferee, the secured creditor will give the Debtor one-half
of the remaining loan reserve of $132,667 that the secured
creditor presently holds in escrow.  The balance will be retained
by the secured creditor as compromise payment.

If the transferee cannot pay the judgment sum to the secured
creditor, the secured creditor will give a notice of default.  
However, the default is curable within 10 calendar days after the
notice is sent.

With the completion of the terms in the settlement agreement, the
parties will exchange mutual releases and the secured creditor
will withdraw its motion to dismiss the Debtor's Chapter 11 case.

As reported on the Troubled Company Reporter on Sept. 5, 2007,
M.A.M.C., as servicing agent for a group of lenders through
Berman Mortgage Corporation, had asked the Court to dismiss
Airport Executive's Chapter 11 bankruptcy case, or in the
alternative, relief from automatic stay.  M.A.M.C. contends that
the Debtor violated the six Phoenix Picadilly factors.

M.A.M.C. told the Court that the Debtor's bankruptcy case stems
from a foreclosure action on a real property located in Miami-Dade
County, Florida.  M.A.M.C. argued that the Debtor defaulted on
the terms of a first priority mortgage and security agreement and
promissory note when the Debtor filed for bankruptcy.

On July 2, 2007, Berman was granted an agreed final judgment of
foreclosure against the Debtor's assets.  Pursuant to the
judgment, the Debtor owed the secured creditor about $7,227,797
with interest accruing at 11% per annum.

                        About MAMC Inc.

Mortgage Asset Management Corporation specializes in short term
real estate-secured loans including: bridge, construction,
development, land acquisition, and raw land.  MAMC primarily
provides individuals, trusts, pension plans and IRAs with the
opportunity to participate as undivided percentage lenders in
privately funded mortgages.  The loans are collateralized by
mortgages on real property located anywhere in the United States,
however, MAMC's current concentration is on the booming real
estate market in Florida.  There may be completed commercial or
non-owner occupied residential buildings on the property, but the
collateral may also consist of real property with buildings under
construction or undeveloped land.  MAMC originates, underwrites,
funds, closes and manages the mortgage loans.

                       About Airport Executive
       
Airport Executive Commerce Park LLC is based in Miami, Florida.  
The Debtor filed for Chapter 11 protection on Aug. 21, 2007
(Bankr. S.D. Fl. Case No. 07-16691).  Robert A. Schatzman, Esq. at
Adorno & Yoss LLP represents the Debtor in its restructuring
efforts.  When the Debtor filed for bankruptcy, it listed total
assets of $10,000,252 and total debts of $7,593,239.


AK STEEL: To Contribute $468 Million to Retiree's VEBA Trust
------------------------------------------------------------
AK Steel Corp. has reached agreement with a group of retirees from
its Middletown (Ohio) Works to settle a lawsuit stemming from the
company's initiatives in 2006 to reduce its retiree health care
costs in order to improve its competitiveness.    

The company said the settlement agreement covers about 4,600
current Middletown Works retirees.  Under terms of the agreement,
AK Steel will transfer all of its health care  obligations for the
covered retirees to a Voluntary Employees Beneficiary Association
trust, which will be managed solely by the retirees' designees,
and will be utilized to fund the retirees' covered benefits.  AK
Steel will initially fund the VEBA trust with a contribution of
$468 million, with three subsequent annual contributions of $65
million each, for a total of $663 million.  In exchange for this
funding, AK Steel will have no further liability related to the
Middletown Works retirees covered by the agreement.

The company said that it intends to fund the initial
$468 million trust contribution through one or more sources,
including its existing cash balances and credit facilities; and
possibly the capital markets.  The company said it expects the
initial trust contribution to occur in the first quarter of 2008.

As of June 30, 2007, AK Steel's total OPEB liability was
approximately $2.1 billion, of which approximately one-half was
related to the Middletown Works retirees covered by the
settlement.

AK Steel said the agreement is subject to approval by the U.S.
District Court, Southern District of Ohio, Western Division, in
Cincinnati.

                       About AK Steel Corp.

Headquartered in Middletown, Ohio, AK Steel Corp. (NYSE: AKS) --
http://www.aksteel.com/-- produces flat-rolled carbon, stainless  
and electrical steels, as well as tubular steel products for the
automotive, appliance, construction and manufacturing markets.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 15, 2007,
Moody's Investors Service upgraded AK Steel Corporation's
corporate family rating to Ba3 from B1.  In a related action,
Moody's upgraded the rating on the company's $550 million senior
unsecured notes due 2012 to B1 from B2 and the rating on its
remaining $150 million senior unsecured notes due 2009 to B1 from
B2.  The outlook is stable.

Standard and Poor's rated the company's long term foreign and
local issuer credit B+ on July 2003.  The outlook is stable.


AMERICAN COLOR: June 30 Balance Sheet Upside-Down by $250 Mil.
--------------------------------------------------------------
American Color Graphics Inc., a wholly owned subsidiary of ACG
Holdings Inc., reported financial results for the quarter ended
June 30, 2007.

At June 30, 2007, the company's balance sheet showed total assets
of $223.8 million and total liabilities of $474.5 million,
resulting in a $250.7 million stockholders' deficit.  Deficit for
the same period last year was $244.9 million.

The company disclosed a net loss of $6.6 million on $105.8 million
of sales, compared with a net loss of $2.7 million on
$110.0 million sales.

Gross profit for the quarter ended June 30, 2007, was
$10.8 million, compared with last year's $12.4 million.

During the 2007 Three-Month Period, the company used net
borrowings from the 2005 Revolving Credit Facility of
$4.7 million, net borrowings from the Receivables Facility of $7.8
million and $0.1 million in proceeds from the sale of fixed assets
primarily to fund:

   * $7.7 million of operating activities;

   * $2.5 million in cash capital expenditures; and

   * $2.3 million to service other indebtedness (including
     repayment of capital lease obligations of $1.0 million and
     payment of deferred financing costs of $1.3 million).

Scheduled repayments of existing capital lease obligations during
Fiscal Year 2008 are approximately $2.4 million.  Interest on the
company's 10% Notes is payable semiannually in cash on each June
15 and December 15.

                       Going Concern Doubt

Ernst & Young LLP, in Nashville, Tennessee, raised substantial
doubt about the American Color Graphic Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended March 31, 2007 and 2006.  
The auditing firm disclosed that the company has incurred
recurring net losses and has a working capital deficiency.  In
addition, while the company has obtained waivers of certain
reporting requirement violations under its 2005 Credit Agreement
and Receivables Facility for periods ending on or prior to March
31, 2007, management does not believe that it is probable that the
company will remain in compliance with certain covenants under
such debt facilities during the fiscal year ending March 31, 2008.

                About American Color Graphics

Headquartered in Brentwood, Tennessee, American Color Graphics
Inc. -- http://www.americancolor.com/-- is engaged in printing of  
advertising inserts and newspaper products in the United States.  
The company is a wholly owned subsidiary of ACG Holdings Inc.   
The company operates in two segments: print and premedia services.  
Customers for its print services include about 230 national and
regional retailers and approximately 155 newspapers.  The premedia
services segment provides its customers with a solution for the
preparation and management of materials for printing, including
the design, creation and capture; manipulation; storage;
transmission, and distribution of images.


AMERICAN COLOR: Proposed Merger with Vertis Inc. Terminated
-----------------------------------------------------------
Vertis Communications fka Vertis Inc. terminated a July 21, 2007
letter of intent, as amended on Aug. 14, 2007, with ACG Holdings
Inc. relating to the proposed merger between Vertis Communications
and ACG Holdings Inc.

As reported in the Troubled Company Reporter on July 25, 2007,
Vertis Communications and American Color signed a letter of intent
to merge the operations of ACG into Vertis' nationwide marketing
and printing services platform.  The owners of ACG  would have
received 10% of the combined company's common equity and 8% of the
mezzanine subordinated notes of Vertis Holdings.  

The agreement of Sept. 13, 2007, between Vertis Inc., American
Color Graphics Inc., and ACG Holdings Inc. and certain Consenting
Noteholders expired by its terms on Sept. 29, 2007.

Vertis conveyed an offer with a deadline of midnight on
Sept. 30, 2007 and received no affirmative response.  Vertis
therefore terminated the letter of intent, but is prepared to
entertain further discussions.

                   About Vertis Communications

Vertis Communications, fka Vertis Inc., a wholly owned subsidiary
of Vertis Holdings -- http://www.vertisinc.com/-- is a marketing  
partner to a number of clients, including several Fortune 500
companies.  The company offers consulting, creative, research,
direct mail, media, technology and production services.  It also
provides print advertising, direct marketing solutions, and
similar services to America's retail and consumer services
companies.

                 About American Color Graphics

Headquartered in Brentwood, Tennessee, American Color Graphics
Inc. -- http://www.americancolor.com/-- is engaged in printing of  
advertising inserts and newspaper products in the United States.  
The company is a wholly owned subsidiary of ACG Holdings Inc.   
The company operates in two segments: print and premedia services.  
Customers for its print services include about 230 national and
regional retailers and approximately 155 newspapers.  The premedia
services segment provides its customers with a solution for the
preparation and management of materials for printing, including
the design, creation and capture; manipulation; storage;
transmission, and distribution of images.


AMERICAN COLOR: Terminated Merger Cues S&P to Retain Neg. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services said its 'CC' corporate credit
rating on American Color Graphics Inc. remains on CreditWatch with
negative implications.
      
"Vertis Inc. announced that it has terminated the letter of intent
to merge with ACG Holding Inc., American Color Graphics' parent,"
explained Standard & Poor's credit analyst Guido DeAscanis.
     
In addition, the agreement to restructure debt securities of
Vertis and its affiliates and American Color Graphics expired by
its terms on Sept. 29, 2007.
     
ACG announced on Oct. 4, 2007 that its board would conduct a
review of strategic alternatives, which could include the exchange
of some or all of the company's $280 million senior secured
second-priority notes, seeking waivers or amendments from lenders
under the company's credit facilities and notes,
refinancing its credit facilities, or a sale of part or all of the
company.  Ratings downside could result from an inability to
complete actions that would avoid default, or from an exchange
offer for the company's notes that represents less than full and
timely payment.


AMERICAN HOME: Committee Selects BDO Seidman as Advisors
--------------------------------------------------------
The Official Committee of Unsecured Creditors in American Home
Mortgage Investment Corp. and its debtor-affiliates' chapter
11 cases asks the U.S. Bankruptcy Court for the District of
Delaware for authority to retain BDO Seidman LLP as its
financial advisors, effective as of August 14, 2007.

The Creditors Committee tells the Court that BDO is well
qualified to represent it because:

    -- BDO is thoroughly familiar with and experienced in Chapter
       11 practice and the representation of creditors'
       committees;

    -- BDO is knowledgeable concerning the financial issues
       peculiar to debtor mortgage originators and servicers; and

    -- BDO is capable of investigating the Debtors prepetition
       acts and conduct.

Specifically, the Committee need BDO to:

   (a) analyze the prepetition and postpetition financial
       operations of the Debtors, as necessary;

   (b) analyze the financial ramifications of any proposed
       transactions for which the Debtors seek Court approval;

   (c) perform claims analysis for the Committee;

   (d) verify assets and liabilities, as necessary, and their
       values;

   (e) assist the Committee in its review of monthly statements
       of operations to be submitted by the Debtors;

   (f) assist the Committee in its evaluation of cash flow and
       other projections prepared by the Debtors;

   (g) scrutinize cash disbursements on an on-going basis for the
       period subsequent to the commencement of the case;

   (h) analyze the transactions with insiders, related and
       affiliated companies;

   (i) analyze transactions with the Debtors' financing
       institutions;

   (j) analyze the Debtors' real property interests, including
       lease assumptions and rejections, and potential real
       property asset sales;

   (k) attend meetings of creditors and conference with
       representatives of the creditor groups and their counsel;

   (l) review the work performed by the Debtors' investment
       bankers, monitor the sale or liquidation of the the
       Debtors and analyze and evaluate bids received to
       determine the best alternative for unsecured creditors;

   (m) attend auctions of the Company's assets;

   (n) perform forensic investigating services, as requested by
       the Committee and counsel, regarding prepetition
       activities of the Debtors in order to identify potential
       causes of action;

   (o) assist the Committee in its review of the financial
       aspects of a plan of reorganization to be submitted by the
       Debtors, or in arriving at a proposed reorganization plan;

   (p) review of tax issues, as deemed necessary; and

   (q) perform other necessary services as the Committee or the
       Committee's counsel may request from time to time with
       respect to the financial, business and economic issues
       that may arise.

In addition, the Committee also asks the Court for authority to
retain BDO's investment banking affiliate, Trenwith Securities
LLC.  The Committee needs Trenwith to:

   (1) monitor and assess the sales process;

   (2) introduce potential bidders to the auction who may have
       been overlooked or excluded by the Debtors;

   (3) assist the Committee with advice on capital market matters
       during the auction; and

   (4) advise the Committee on other matters upon request.

BDO will be compensated at its customary rate for services
rendered and for actual expenses incurred.  Trenwith will include
its requests for compensatioin and reimbursement of expenses as
part of BDO's fee application.

BDO and Trenwith professionals will be paid according to these
hourly rates:

   Partners/Managing Directors     $400 to $775
   Directors & Sr. Managers        $300 to $600
   Managers                        $225 to $375
   Seniors                         $175 to $275
   Staff                           $125 to $200

William K. Lenhardt, a partner of BDO, assures the Court that his
firm has not been previously employed by any party in the Debtors
cases and therefore does not have any interest adverse to the
Committee or to the estate.  He also gives his assurance that
Trenwith has no adverse interests.

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

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors has selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.  The Debtors' exclusive period to
file a plan expires on Dec. 4, 2007.  (American Home Bankruptcy
News, Issue No. 9, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Picks WL Ross' Bid for Mortgage Servicing Rights
---------------------------------------------------------------
American Home Investment Corp., an affiliate of American Home
Mortgage Investment Corp., has selected the stalking horse bid of
AH Mortgage Acquisition Co., an entity sponsored by WL Ross & Co.
LLC, as the highest and best offer for American Home's mortgage
servicing platform and mortgage servicing rights.

The sale of the servicing business is subject to the approval of
the U.S. Bankruptcy Court for the District of Delaware.  A sale
approval hearing is scheduled for Oct. 15, 2007.  Financial
closing of the transaction is anticipated by the end of October.

The purchase price payable under the agreement is based on a
formula, tied to the amount of unpaid principal loan balances and
outstanding servicing advances as of the financial closing date.  

American Home estimates, based on current account balances and
certain other assumptions, that the total purchase price will be
approximately $500 million.

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

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Lead Case No.
07-11047).  James L. Patton, Jr., Esq., Joel A. Waite, Esq., and
Pauline K. Morgan, Esq. at Young, Conaway, Stargatt & Taylor LLP
represent the Debtors.  Epiq Bankruptcy Solutions LLC acts as the
Debtors' claims and noticing agent.  The Official Committee of
Unsecured Creditors has selected Hahn & Hessen LLP as its counsel.   

As of March 31, 2007, American Home Mortgage's balance sheet
showed total assets of $20,553,935,000, total liabilities of
$19,330,191,000.  The Debtors' exclusive period to file a plan
expires on Dec. 4, 2007.


AMERICAN HOME: Prosecutors Conduct Probe on Possible Fraud
----------------------------------------------------------
Robert E. Kessler and Daniel Wagner of newsday.com, citing
several sources, reported that federal prosecutors and the U.S.
Federal Bureau of Investigation have opened an investigation into
whether criminal misconduct was involved in the collapse of
Melville-based American Home Mortgage.

According to the report, the prosecutors are investigating
whether various federal criminal statutes have been violated that
resulted in the company's Chapter 11 filing on August 6, 2007.  
"Among the statutes are conspiracy, securities, mail and wire
fraud, and money laundering, the sources said," according to
newsday.

American Home, previously one of the United States' 10 largest
mortgage lenders, were among the many companies that were
severely affected by the collapse of the secondary loan mortgage
industry.  More than 40 lenders and originators have shut down or
filed for bankruptcy in the past year, according to data compiled
by National Mortgage News.

Michael Strauss, chairman, chief executive officer, and president
of American Home, had previously stated that the company was
adversely affected by announcements from many mortgage
originators concerning lowered earnings and credit stress.  Those
writedowns, Mr. Strauss said, led to significant margin calls
with respect to American Home's credit facilities.   As of late
July, American Home became unable to meet the margin calls, and
as consequence, most of American Home's warehouse lenders
provided notices of default and notified the company that they
intend to exercise their rights, including the right to sell the
mortgage loans financed under the credit facilities and offset
the proceeds against the company's obligations.  

American Home is already facing several class action lawsuits
filed on behalf of parties who acquired American Home shares
during a one-year period ended July 27, 2007.  The lawsuits
charged American Home and its officers and directors violated
Securities and Exchange Commission rules by overstating its
financial results, failing to write-down the value of certain of
the loans in its portfolio as the loans had declined
substantially in value.

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

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors has selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.  The Debtors' exclusive period to
file a plan expires on Dec. 4, 2007.  (American Home Bankruptcy
News, Issue No. 9, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ATARI INC: Majority Stockholder Removes 5 Members from Board
------------------------------------------------------------
Atari Inc.'s majority stockholder, California U.S. Holdings Inc.,
a wholly owned subsidiary of Infogrames Entertainment S.A., has
removed James Ackerly, Ronald C. Bernard, Michael G. Corrigan,
Denis Guyennot, and Ann E. Kronen from the Board of Directors
of Atari via written stockholder consent effective as of
October 5, 2007.

The Board is left with Infogrames Chief Operating Officer Thomas
Schmider, Deputy Operating Chief Jean-Michel Perbet and Infogrames
board member Evence-Charles Coppee, Kevin Kingsbury of The Wall
Street Journal relates.

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

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Sept. 26, 2007,
New York-based Deloitte & Touche LLP expressed substantial doubt
about Atari's ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended March 31, 2007.  The auditing firm pointed to the
company's significant operating losses.

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


AVADO BRANDS: US. Trustee Appoints Three-Member Creditors Panel
---------------------------------------------------------------
The U.S. Trustee for Region 16 appointed three creditors to the
Official Committee of Unsecured Creditors in the Chapter 11 case
of Avado Brands Inc.

The Committee members are:

    1. The Boelter Companies, Inc.
       Attn: David C. Schulz
       P.O. Box 1637 N22 W23685
       Ridgeview Parkway West
       Waukesha, WI 53187
       Tel: (262) 523-6076
       Fax: (262) 523-6077

    2. National Contracting Services
       Attn: Dennis Bennett
       2900 Bristol Street, Building G, Suite 106
       Costa Mesa, CA 92626
       Tel: (888) 209-8383
       Fax: (888) 209-8388

    3. General Growth Properties, Inc.
       Attn: Samuel B. Garber, Assistant General Counsel
       110 North Wacker Drive
       Chicago, IL 60606
       Tel: (312) 960-5079
       Fax: (312) 442-6374

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

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

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

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

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


AVAYA INC: Stockholders Approve Silver Lake Merger Agreement
------------------------------------------------------------
Avaya Inc.'s stockholders voted to adopt the merger agreement
providing for the company's acquisition by affiliates
of Silver Lake Partners and TPG, two private equity firms.
    
Avaya has also disclosed that all regulatory approvals required
to complete the transaction have been obtained, including the
receipt of clearance from the European Commission.
    
On June 4, 2007, Avaya entered into a definitive agreement with
an entity formed by Silver Lake Partners and TPG providing for
the acquisition of the company.  The transaction is expected to
be completed by the end of October 2007, subject to the
satisfaction or waiver of certain closing conditions.  Under the
terms of the merger agreement, Avaya stockholders will be
entitled to receive $17.50 per share in cash for each share of
the company's common stock, without interest.

Headquartered in Basking Ridge, New Jersey, Avaya, Inc.
(NYSE:AV) -- http://www.avaya.com/-- designs, builds and  
manages communications networks for more than one million
businesses worldwide, including more than 90% of the FORTUNE
500(R).  Avaya is a world leader in secure and reliable Internet
Protocol telephony systems and communications software
applications and services.

Avaya has locations in Malaysia, Argentina and the United
Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter on June 7, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Basking Ridge, New Jersey-based Avaya Inc. two notches
to 'B+', and placed the rating on CreditWatch with negative
implications.


BARNERT HOSPITAL: Wants to Hire Teich Groh as Conflicts Counsel
---------------------------------------------------------------
Nathan and Miriam Barnert Memorial Hospital Association asks
permission from the U.S. Bankruptcy Court for the District of New
Jersey to employ Teich Groh as its conflicts counsel.

The Debtor has determined that in certain circumstances, its
primary counsel, McCarter & English LLP, may have potential or
actual conflicts of interest on matters that arise in this case.
To ensure that it receives seamless legal representation to the
extent any actual or potential legal conflicts arise, the Debtor
has asked Teich Groh to represent it as conflicts counsel during
the pendency of its Chapter 11 case.

Barry W. Frost, Esq., a member at Teich Groh, tells the Court that
the firm's professionals bill:

      Designation                      Hourly Rate
      -----------                      -----------
      Attorneys                        $350 - $435
      Paraprofessionals                   $125

Mr. Frost assures the Court that the firm is "disinterested"
within the meaning of Section 101(14) of the U.S. Bankruptcy Code.

Mr. Frost can be contacted at:

      Barry W. Frost, Esq.
      Teich Groh
      691 Highway 33
      Trenton, New Jersey 07619
      Tel: (609) 890-1500
      Fax: (609) 890-6961
      http://www.teichgroh.com/

                      About Barnert Hospital

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


CATALINA MARKETING: Moody's Puts Corporate Family Rating at B2
--------------------------------------------------------------
Moody's Investors Service assigned Catalina Marketing Corporation
a B2 Corporate Family Rating, and B2 Probability of Default rating
in conjunction with the leveraged buyout by Hellman & Friedman LLC
announced April 17, 2007.  

The proceeds from $1.15 billion of newly issued debt and the about
$516 million of common equity contributed by H&F and management
was used to fund the $1.7 billion cash purchase price, including
the refinancing of existing debt and fees.  This is the first time
that Moody's has rated Catalina.  

Moody's has also assigned a Ba3 rating to Catalina's proposed $760
million guaranteed senior secured credit facility, a Caa1 rating
to the proposed $330 million guaranteed senior unsecured pay-in-
kind toggle bridge facility, and a Caa1 rating to the proposed
$160 million guaranteed senior subordinate bridge facility.  The
senior secured facilities are comprised of a $660 million seven
year term loan B, and a $100 million six year revolving credit
facility.  Both facilities are secured by a first priority claim
on the assets of the company and substantially all U.S.
subsidiaries, the stock of U.S. subsidiaries, and 65% of the stock
of first-tier foreign subsidiaries.  The rating outlook is stable.

Assignments:

Issuer: Catalina Marketing Corporation

   -- Corporate Family Rating, Assigned B2

   -- Probability of Default Rating, Assigned B2

   -- Senior Secured Bank Credit Facility, Assigned Ba3/LGD2-28

   -- Senior Unsecured Regular Bond/Bridge Credit Facility,
      Assigned Caa1/LGD5-77

   -- Senior Subordinated Regular Bond/Bridge Credit Facility,
      Assigned Caa1/LGD6-93

Catalina's B2 CFR reflects the company's high leverage and
vulnerability to cyclical advertising spending.  Catalina's
leading market position and scale in POP marketing services, good
operating margins and growth opportunities from the addition of
new retailers to its marketing networks are strengths that
position the company favorably within the B2 CFR rating level.  
Moody's anticipates debt-to-EBITDA (about 7.6x pro forma LTM June
30, 2007, incorporating Moody's standard adjustments) would
decline to a 6.3 -- 6.5x range over the next 18-24 months in a
favorable economic environment largely through earnings growth.

Moody's expects Catalina will generate only modest free cash flow
through 2009 as the company completes the rollout of its color
coupon printing capacity and seeks to expand the retailer base,
although such spending on new retailers is success-based and would
enhance long-term cash flow potential.  Revenue is concentrated
with large and price-sensitive consumer product and pharmaceutical
companies and vulnerable to cyclical advertiser spending and
shifts by consumers of spending online or to retailers that are
not participants in Catalina's marketing networks.  The company
could grow modestly in a cyclical advertising downturn through the
addition of new retailers to its network, but leverage would
likely be higher than the aforementioned levels.

The stable rating outlook reflects Moody's expectation that price
increases related to the new color printing capability, steady
increase in the volume of coupon/newsletter prints, and continued
expansion of Catalina's retail network beyond the traditional
grocery store base will drive moderate growth in revenue and
EBITDA.

Catalina Marketing Corporation, headquartered in St. Petersburg,
Florida, is the leader in point-of-purchase promotional marketing
services.  The company operates in three business segments:
Catalina Marketing Services (61% LTM June 30, 2007 revenue)
provides in-store POP coupons at grocery and other retail checkout
counters; Catalina Health Resources (21%) provides pharmacy
consumers with POP prescription and health condition-specific
information; and Catalina Marketing International (18%), which
provides the CMS service outside the U.S. Annual consolidated
revenue about $477 million.


CENTAUR LLC: Moody's Places Corporate Family Rating at B3
---------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
and stable rating outlook to Centaur LLC.  A B1 (LGD-3, 30%)
rating was assigned to the company's $630 million first lien 5-
year bank facilities.  A Caa1 (LGD-5, 75%) rating was assigned to
Centaur's $130 million second lien 6-year term loan.

Proceeds from the credit facilities, along with a $200 million 7-
year participating PIK subordinated note (not-rated) issued to MH
Private Equity Fund LLC will be used to fund the development of
racino facilities in greater Indianapolis, IN and Western,
Pennsylvania.

The B3 corporate family rating considers that Centaur's racino
development projects will be entirely debt-financed and that the
capitalized interest reserve will only cover the interest
requirement through the Hoosier Park development.  Centaur is
relying mostly on the cash flow from Hoosier Park (June 2008
opening) to cover the interest requirement during the development
of Valley View Downs (July 2009 opening).

The rating also reflects the development and ramp-up risks
inherent in the company's planned racinos with a combined
development budget totaling about $830 million (including
capitalized interest and a liquidity reserve).  Additionally, the
rating acknowledges that although Centaur was granted one of two
slot licenses awarded to racetracks in Indiana, there is already a
significant amount of competition from existing casino facilities
in the state, and that Indiana Downs, the other racetrack awarded
a slot license, plans to construct and open a competing racino
facility in the state within the next two years.

Positive ratings consideration is given to the established nature
and favorable demographics of the Indiana gaming market along with
the strong win per unit results reported by several Pennsylvania
racinos already operating.  Despite the debt-financed nature of
the development, at current slot win per unit rates for both
Indiana and Pennsylvania, debt/EBITDA at the end of 2010 could be
below 5 times.  Recognition is also given to the casino
development and operating history of Centaur's management team,
and to a lesser degree, the annual EBITDA contribution from the
Fortune Valley Hotel & Casino, at less than $10 million annually.

The stable rating outlook anticipates that the Indiana project
will be up and operating by the expected completion date and will
generate a sufficient return to meet debt service requirements and
provide cash flow to support the Valley View racino development.  
The outlook also considers that while the capitalized interest
reserve will only cover the interest requirement through the
Hoosier Park development, Centaur will have an additional $11
million liquidity reserve and a
$25 million of revolver availability, both of which can be used in
the event that the ramp-up of Hoosier Park is slower than expected
and cash flow from the project is lower than expected.

Completion of the Hoosier Park racino on time and on budget along
with initial ramp-up indications that meet or exceed current
projections could result in an positive rating action. In
addition, completion of Valley View Downs on-time and on-budget
along with good initial ramp-up indications at that property could
result in a further positive rating action.

Centaur LLC, is a wholly-owned subsidiary of Centaur Gaming, LLC
which, in turn, is a wholly-owned subsidiary of Centaur, Inc.  
Centaur Inc. owns Hoosier Park, LP, Centaur Colorado, LLC, and
Valley View Downs, LP.


CHILDREN'S PARACLETE: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Children's Paraclete, Inc.
        326 Roaring Run Road
        Boswell, PA 15531

Bankruptcy Case No.: 07-71123

Chapter 11 Petition Date: October 8, 2007

Court: Western District of Pennsylvania (Johnstown)

Debtor's Counsel: David J. Novak, Esq.
                  Spence, Custer, Saylor, Wolfe & Rose
                  400 U.S. Bank Building, P.O. Box 280
                  Johnstown, PA 15907
                  Tel: (814) 536-0735

Estimated Assets:    $100,000 to $1 Million

Estimated Debts: $1 Million to $100 Million

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


CHRYSLER LLC: UAW Strike Deadline Looms, Contract Talks Stall
-------------------------------------------------------------
The United Auto Workers union's deadline to rally against Chrysler
LLC draws near as contract negotiations between the parties stall
on over wages, health care and other issues, various papers report
citing sources familiar with the matter.

As reported in yesterday's Troubled Company Reporter, Chrysler has
until 11 a.m. today, Wednesday, Oct. 10, 2007, to close its
contract negotiations with the UAW, otherwise 49,000 union members
will hold a strike against the company.

Chrysler employees, sources say, are wary of the track record of
new owner Cerberus Capital Management LP, who have less experience
with the UAW.

As previously reported, Cerberus Capital doesn't want to be
burdened with the cost of transferring retiree health care
administration to the UAW.

Chrysler indicated that it opts to use more convertible bonds, and
less cash in a union-administered fund, the Wall Street Journal
relates.  The company is also reluctant to agree to a deal
preventing outsourcing jobs to UAW workers and committing product
lines beyond the next contract.

Various papers report that the car maker is likely to displace
1,500 non-union workers, probably through early retirement or
buyout offers.  The lay-offs add to the 11,000 hourly and 2,000
salaried jobs Chrysler had planned to cut over three years, before
it was bought by private-equity firm Cerberus Capital Management
LP from DaimlerChrysler AG nka Daimler AG.

In February 2007, DaimlerChrysler intended to cut 10,000 factory
jobs and shut down at least two plants at Chrysler Group to return
the U.S.-based division to profitability, Reuters reports citing
the Detroit News as its source.  According to the report, a hidden
restructuring plan called "Project X" aims to transform Chrysler
into a smaller, more efficient automaker.

                       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.

                          *    *    *

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

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

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


CLOROX CO: Prices $750 Million Senior Notes Offering
----------------------------------------------------
The Clorox Company has priced the offering of $750 million
aggregate principal amount of its senior notes in an
underwritten registered public offering.  The senior notes
consist of $400 million aggregate principal amount of 5.95%
senior notes due 2017, and $350 million aggregate principal
amount of 5.45% senior notes due 2012.  The offering was made
pursuant to an effective shelf registration statement filed by
The Clorox Company with the U.S. Securities and Exchange
Commission on Oct. 3, 2007.  The offering is expected to close
on Oct. 9, 2007, subject to customary closing conditions.

J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and
Goldman, Sachs & Co. acted as joint lead book-running managers.  
Clorox has filed a prospectus supplement and an accompanying
prospectus with the Securities and Exchange Commission in
connection with the offering of the senior notes.

Copies of these materials are available by contacting:

          J.P Morgan Securities Inc.
          270 Park Ave.
          New York NY 10017
          Tel: (212) 834-4533

          Citigroup Global Markets Inc.
          388 Greenwich St.
          New York, NY 10013,
          Tel. (877) 858-5407

               -- or --

          Goldman, Sachs & Co.
          85 Broad St.
          New York, NY 10004
          Tel: (866) 471-2526

Electronic copies of the prospectus supplement and accompanying
prospectus are available at http://www.sec.gov/

Clorox intends to use the net proceeds from the offering to
retire commercial paper issued in connection with its repurchase
of its common stock under an accelerated stock repurchase
agreement entered into on Aug. 10, 2007.

                     About Clorox Company

Headquartered in Oakland, California, The Clorox Company
(NYSE: CLX) -- http://www.thecloroxcompany.com/-- provides  
household cleaning products and reaches beyond bleach.  Although
best known for bleach (leader worldwide), Clorox makes laundry and
cleaning items (Formula 409, Pine-Sol, Tilex), cat litter (Fresh
Step), car care products (Armor All, STP), the Brita water-
filtration system (in North America), and charcoal
briquettes (Kingsford).

The company has locations worldwide, including the Philippines,
South Korea, Hungary, Russia and the United Kingdom.

At Dec. 31, 2006, Clorox's balance sheet showed total assets of
$3,624 million and total liabilities of $3,657 million
resulting in a stockholders' deficit of $33 million.  The
company reported a stockholders' deficit of $156 million at
June 30, 2006.


COAST FOUNDRY: Wants to Hire Help-U-Sell as Real Estate Broker
--------------------------------------------------------------
Coast Foundry & Manufacturing Co. asks the U.S. Bankruptcy Court
for the Central District of California for permission to employ
Help-U-Sell Flint Realty as its real estate broker.

Help-U-Sell will help the Debtor sell its property at 2696 East
First Street in LaVerne, California, which the Debtor says, it no
longer uses since July 2006.  The property includes a big and
small building formerly used as a foundry and eating area.

Pursuant to a listing agreement, the Debtor will pay the firm a
commission of 1.5% of the purchase price of the property.  Also
under the listing agreement, the buyer's broker will get 2.5% of
the purchase price.  The Debtor has not paid Help-U-Sell any
retainer.

The Debtor assures the Court that the firm does not hold or
represent any interest adverse to the estate.

The firm can be reached at:

             Help-U-Sell Flint Realty
             3495 Concours, Unit B
             Ontario, CA 91764
             Tel: (909) 980-6162

Founded in 1946, Coast Foundry & Manufacturing Co., --
http://www.coastfoundrymfg.com/-- formerly Pacific Castings &   
Manufacturing Co., designs, manufactures and assembles component
parts for bathroom fixtures and toilets.  It has one facility at
Pomona, California and owns a non-operating foundry at LaVerne,
California.   The company produces about 115,000 fill valves and
flappers combined per day, not counting a line of brass fill
valves, flush valves, urinal spud fittings, and trip lever
handles.  There are 112 different product variations on flush
valves and fill valves alone.

The Debtor filed for Chapter 11 bankruptcy protection on Aug. 20,
2007 (Bankr. C.D. Calif. Case No. 07-17245).  Marcus A. Tompkins,
Esq. at SulmeyerKupetz, P.C. represents the Debtor in its
restructuring efforts.  When it filed for bankruptcy, the Debtor
had total assets of $7,366,859 and total debts of $20,375,426.


CREDIT SUISSE: Moody's Assigns Low-B Ratings on Six Certs. Classes
------------------------------------------------------------------
Moody's Investors Service assigned definitive ratings to
securities issued by Credit Suisse Commercial Mortgage Trust
Series 2007-C4. The provisional ratings issued on September 5,
2007 have been replaced with these definitive ratings:

   -- Class A-1, $25,500,000, rated Aaa
   -- Class A-2, $219,200,000, rated Aaa
   -- Class A-3, $333,792,000, rated Aaa
   -- Class A-AB, $36,935,000, rated Aaa
   -- Class A-4, $566,172,000, rated Aaa
   -- Class A-1-A, $275,286,000, rated Aaa
   -- Class A-M, $50,000,000, rated Aaa
   -- Class A-1-AM, $158,126,000, rated Aaa
   -- Class A-J, $50,000,000, rated Aaa
   -- Class A-1-AJ, $61,868,000, rated Aaa
   -- Class B, $23,414,000, rated Aa1
   -- Class C, $28,618,000, rated Aa2
   -- Class D, $23,414,000, rated Aa3
   -- Class E, $18,211,000, rated A1
   -- Class F, $18,211,000, rated A2
   -- Class G, $20,813,000, rated A3
   -- Class H, $20,812,000, rated Baa1
   -- Class J, $26,016,000, rated Baa2
   -- Class K, $28,618,000, rated Baa3
   -- Class L, $20,812,000, rated Ba1
   -- Class M, $7,805,000, rated Ba2
   -- Class N, $5,203,000, rated Ba3
   -- Class O, $5,203,000, rated B1
   -- Class P, $5,203,000, rated B2
   -- Class Q, $7,805,000, rated B3
   -- Class A-X, $2,081,264,493*, rated Aaa

*Approximate notional amount


CREST 2003-2: Moody's Holds Ba1 Ratings on Two Cert. Classes
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 11 classes of
Crest 2003-2 Ltd., Collateralized Debt Obligations, Series 2003-2
as:

   -- Class A-1, $115,832,998, affirmed at Aaa
   -- Class A-2, $6,799,421, affirmed at Aaa
   -- Class A-3, $20,000,000, affirmed at Aaa
   -- Class B-1, $2,000,000, affirmed at Aaa
   -- Class B-2, $46,750,000, affirmed at Aaa
   -- Class C-1, $2,000,000, affirmed at Aa2
   -- Class C-2, $27,250,000, affirmed at Aa2
   -- Class D-1, $3,875,000, affirmed at A3
   -- Class D-2, $25,375,000, affirmed at A3
   -- Class E-1 $250,000, affirmed at Ba1
   -- Class E-2, $17,625,000, affirmed at Ba1

As of the Sept. 28, 2007 remittance statement, the transaction's
aggregate bond balance has decreased by about 1.1% to $321.4
million from $325 million at securitization.  The notes are
collateralized by all or a portion of 70 subordinate classes from
39 fixed rate CMBS pools (87% of the transaction), debt securities
from five REITs (6.8%), eight credit tenant lease securities
(3.5%), one CDO certificate (1.6%) and two B Notes (1%).  The
decrease in the note balance is primarily due to amortization of
the CTL securities and the pay down of the B Notes.

Moody's is affirming all classes due to stable pool performance.  
Of the 49 CMBS classes rated by Moody's, one class has been
upgraded since last review.  Moody's reviewed the shadow ratings
of the 21 CMBS classes not rated by Moody's and upgraded the
shadow rating of 12 classes and downgraded the shadow rating of
one class.

Moody's uses a weighted average rating factor as an overall
indicator of the credit quality of a CDO transaction.  Based on
Moody's analysis, the current WARF has increased slightly to 1,090
compared to 1,065 at last review and compared to 1,142 at
securitization.  The distribution of ratings (actual and shadow
ratings) is: Aaa - A3 (9.9% compared to 6% at last review), Baa1 -
Baa3 (25.4% compared to 28.8% at last review), Ba1 - Ba3 (57.3%
compared to 58.7% at last review), B1 - B3 (6.8% compared to 6.6%
at last review) and Caa1 - Caa3 (0.7% compared to 0% at last
review).

The CMBS certificates are from pools securitized between 1997 and
2003. The largest vintage exposures are 2003 (52.2%), 2002 (29.7%)
and 2001 (9.8%).  The largest CMBS exposures are GSMS 2003-C1
(4.76%), GMACC 2003-C2 (4.64%), WBCMT 2003-C5 (4.64%), JPMCC 2003-
ML1A (4.64%) and LBUBS 2003-C1 (4.64%).


CROSSWINDS AT ARROYO: Files List of Largest Unsecured Creditors
---------------------------------------------------------------
Crosswinds at Arroyo Seco LLC filed with the U.S. Bankruptcy
Court for the District of Arizona a list of its five largest
unsecured creditors.

     Entity                             Claim Amount
     ------                             ------------
     Mountain Funding                     $1,000,000
     c/o Bradley E. Pearce
     401 South Tryon Street, #2600
     Charlotte, NC 28202

     Territories West Management,          $260,000
     Inc.
     Attn: Howard Utter
     3531 North Sonoran Heights
     Mesa, AZ 85207

     CMX, LLC                              $158,695
     Attn: Darrell Wilson
     7740 North 16th Street
     Phoenix, AZ 85020

     Fennemore Craig, P.C.                  $13,411

     Southwest Ground-Water                  $3,575

Based in Buckeye, Arizona, Crosswinds at Arroyo Seco, LLC
-- http://www.crosswindsus.com/national/CrosswindsAZ.htmNational/
-- is a real estate development firm.  The company is developing  
"Arroyo Seco", a planned community located next to Verrado, a
7,000 home upscale master-planned golf-community.  As master
developer, the company is currently in the process of final
engineering and obtaining entitlement.  A preliminary plant has
been approved and Crosswinds plans to offer lots to builders upon
final plat approval.

The Debtor filed for bankruptcy protection on Aug. 22, 2007
(Bankr. D. Ariz. Case No. 07-04162).  Steven N. Berger, Esq. at
Engelman Berger, P.C. represents the Debtor in its restructuring
efforts.  When the Debtor filed for bankruptcy, it listed assets
and debts between $1 million and $100 million.


DYNEGY INC: Earns $76 Million in Second Quarter Ended June 30
-------------------------------------------------------------
Dynegy Inc. reported net income of $76 million for the second
quarter ended June 30, 2007.  This compares to a net loss of
$207 million for the second quarter of 2006.  Second quarter 2007
financial results included $33 million of after-tax mark-to-market
gains, of which $26 million relates to positions expected to
settle in 2007, and $7 million relates to positions expected to
settle in 2008 and beyond.

Second quarter 2007 financial results included the following
significant after-tax items:

  -- $20 million gain related to the Kendall toll settlement;
  
  -- $19 million gain associated with changes in value of interest
     rate swaps; and

  -- $16 million charge related to Illinois rate relief.

Second quarter 2006 financial results included the following
significant after-tax items:

  -- $179 million in charges related to liability management
     activities; and

  -- $11 million charge related to legal and settlement charges.

"During the second quarter 2007, we benefited from the addition of
approximately 8,000 megawatts of new operating assets, which today
contribute to the diversity and earnings power of our generation
business," said Bruce A. Williamson, chairman and chief executive
officer of Dynegy Inc.  "Also, our commercial and operational
focus on being prepared to capture market opportunities enabled us
to capitalize on higher electricity demand and attractive energy
prices.  These factors enabled us to provide positive quarterly
results for our investors and reliable, economic energy for the
markets we serve.

"We also placed $1.65 billion of long-term, unsecured bonds during
the second quarter, the proceeds of which were used to repay
project debt assumed through the LS Power combination and to
eliminate the associated cash flow sweeps," Williamson added.  "As
such, free cash flow from these assets can now go to the highest
and best use for our stockholders.  Given the company's solid
financial foundation, combined with improving market fundamentals
in our key regions, we anticipate the continued strong performance
of our well-positioned, diversified power generation assets."

Interest expense and debt conversion costs totaled $84 million for
the second quarter 2007, compared to $354 million for the second
quarter 2006.  2006 results included debt conversion and
transaction costs of $247 million and acceleration of financing
costs of $33 million resulting from the company's liability
management program executed in the second quarter 2006.

The second quarter 2007 income tax expense from continuing
operations was $30 million, compared to an income tax benefit from
continuing operations of $117 million for the second quarter 2006.

                          Balance Sheet

At June 30, 2007, the company's consolidated balance sheet showed
$13.92 billion in total assets, $8.73 billion in total
liabilities, ($16 million) in minority interest, and $5.20 billion
in total stocholders' 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?2420

                           Liquidity

As of June 30, 2007, Dynegy's liquidity was approximately
$1.0 billion.  This consisted of $323 million in cash on hand and
$710 million in unused availability under the company's credit
facility.  In August 2007, cash on hand was utilized to repay the
drawn portion of the revolving credit facility, which totaled
$275 million.  As of August 7, cash on hand was $577 million and
unused availability under the company's credit facility was
$1.04 billion, resulting in liquidity of approximately
$1.6 billion.

                           Cash Flow

Cash flow from operations, including working capital changes,
totaled an inflow of $157 million for the second quarter 2007.

Cash outflows from investing activities for the second quarter
2007 totaled $873 million.  This consisted of capital expenditures
and business acquisition and transaction costs, net of cash
acquired, of $153 million and $126 million, respectively, and
changes in restricted cash and other of $594 million.

The increase in a restricted cash account of $650 million was
funded by borrowings which were reflected as a financing cash
inflow.

For the second quarter 2007, Dynegy's free cash flow was an
outflow of $716 million.

                        About Dynegy Inc.

Headquartered in Houston, Texas, Dynegy Inc. (NYSE: DYN) --
http://www.dynegy.com/-- produces and sells electric energy,   
capacity and ancillary services in key U.S. markets.  The
company's power generation portfolio consists of more than 12,800
megawatts of baseload, intermediate and peaking power plants
fueled by a mix of coal, fuel oil and natural gas.

                          *     *     *

As reported in the Troubled Company Reporter on May 18, 2007,
Moody's Investors Service affirmed the ratings of Dynegy Holdings,
Inc., including the company's Corporate Family Rating at B1, its
senior unsecured rating at B2, its Bank Loan Rating at Ba1, and
its Speculative Grade Liquidity Rating at SGL-3.

Moody's also assigned a B2 rating to the company's planned
issuance of $1.1 billion in senior unsecured notes, and upgraded
DHI's second lien notes to Ba1 from Ba2.


EMPIRE BEEF: Gets $4 Million Interim DIP Financing
--------------------------------------------------
Empire Beef Co. obtained authority, on an interim basis, from
the U.S. Bankruptcy Court for the Western District of New York
to obtain additional credit using a prepaid inventory cap of
$4 million rather than the $2 million prepaid inventory cap
contained in the Debtor's debtor-in-possession credit agreement
with Bank of America NA.

Bank of America agreed to provide the Debtor up to $29.5 million
in postpetition financing.

Steven Levine, Lori Levine and 15 McFadden, Inc. serve as
limited guarantors of the loan.

As adequate protection, the Debtor grants Bank of America
superpriority claims payable from all prepetition and postpetition
property of the Debtor's estate and its proceeds.

The Debtor will use the funds to:

   a) satisfy working capital and operational needs;
  
   b) maintain relationships with vendors, suppliers and
      customers; and
   
   c) fund payroll.

Headquartered in Rochester, New York, Empire Beef Co. --
http://www.empirebeef.com/-- is a wholesaler of meat and   
foodservice distributor.  The company filed for Chapter 11
protection on Sept. 6, 2007 (Bankr. W. D. NY Case No.
07-22226).  Garry M. Graber, Esq., at Hodgson Russ LLP
represents the Debtor.  Peter Scribner, Esq. is counsel to
the Official Committee of Unsecured Creditors.  When the
Debtor filed for protection from its creditors, it listed
assets between $1 million to $100 million.


EMPIRE BEEF: Wants JC Jones & Associates as Financial Advisors
--------------------------------------------------------------
Empire Beef Co. Inc. asks the U.S. Bankruptcy Court for the
Western District of New York for authority to employ JC Jones &
Associates LLC as its financial advisors and turnaround managers.

The firm will:

   (a) develop and implement cash management processes and
       strategies including coordination with DIP provider
       and supply vendors;

   (b) prepare financial information for court, creditors,
       and parties-of-interest including required filings and
       requested information;

   (c) assist the Debtor, Debor's professionals and other
       parties-of-interest in preparation of any documents to
       be filed with the Court or executed in connection
       with the Debtor's bankruptcy case;

   (d) provide communications to parties of interest on an
       needed basis, including attending meetings of official
       commmittees appointed in the bankruptcy case;

   (e) identify and help implement short-term liquidity
       generating initiatives;

   (f) testify at hearings in connection with the case;

   (g) develop and provide supporting analyses, to revised
       business plans reacting to changes in circumstances in
       the market, competition, and product supply;

   (h) prepare information and analyses necessary for
       confirmation of the Plan and disclosure statement;

   (i) provide support or operational efficiency in marketing
       and sales, order fulfillment, supply chain          
       procurement, logistics and inventory control; and

   (j) provide general business advice and consulting to
       management and the Debtor's professionals as requested
       and consistent with the above outlined services.

Ronald S. Castor, Esq., a partner in the JC Jones, tells the Court
of the professionals' hourly rates:

     Designation                Hourly Rates
     -----------                ------------
     Managing Partner            $275 - $400
     Professional Consultants    $225 - $350
     Support Personnel           $100 - $150

Mr. Castor relates that these individuals are specifically
assigned to work on this engagement and their hourly rates are:

     Professional                     Hourly Rates
     ------------                     ------------
     Jeffrey Jones, Managing Partner      $275
     Ronald Castor, Consultant-Lead       $245
     John Bellardini, Consultant          $225
     Michelle Burnett, Consultant         $225
     Administrative Assistant, Support            
     Personnel                            $100

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

Headquartered in Rochester, New York, Empire Beef Co. --
http://www.empirebeef.com/-- is a wholesaler of meat and   
foodservice distributor.  The company filed for Chapter 11
protection on Sept. 6, 2007 (Bankr. W. D. NY Case No.
07-22226).  Garry M. Graber, Esq., at Hodgson Russ LLP
represents the Debtor.  Peter Scribner, Esq. is counsel to
the Official Committee of Unsecured Creditors.  When the
Debtor filed for protection from its creditors, it listed
assets between $1 million to $100 million.


FALCON BARNETT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Falcon Barnett Drilling, L.L.C.
        2220 San Jacinto Boulevard, Suite 250
        Denton, Tx 76205
        Tel: (940) 241-2396

Bankruptcy Case No.: 07-42322

Chapter 11 Petition Date: October 7, 2007

Court: Eastern District of Texas (Sherman)

Debtor's Counsel: John Y. Bonds, III, Esq.
                  Shannon, Gracey, Ratliff & Miller
                  777 Main Street, Suite 1500, U.P.R. Plaza
                  Fort Worth, TX 76102-0999
                  Tel: (817) 336-9333
                  Fax: (817)336-3735

                     -- and --

                  Leonard H. Simon, Esq.
                  Pendergraft & Simon L.L.P.
                  The Riviana Building, Suite 800
                  2777 Allen Parkway
                  Houston, TX 77019
                  Tel: (713) 528-8555
                  Fax: (832) 202-2810

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


FEDDERS CORP: Gets Final Approval on $79.4 Million DIP Financing
----------------------------------------------------------------
Fedders Corporation has received final approval from the U.S.
Bankruptcy Court for the District of Delaware to obtain
debtor-in-possession financing from Goldman Sachs Credit Partners
L.P., subject to certain conditions and limitations.

Under the terms of the financing agreement, Goldman Sachs Credit
Partners will provide a $33 million senior secured revolving
facility.  This facility is in addition to the existing $46.4
million term loan from Goldman Sachs, which will remain in place.

"We are pleased to report the Court granted final approval of the
financing agreement," Michael Giordano, Fedders' President and
Chief Executive Officer, said.  "The financing will provide the
Company with sufficient liquidity as we move forward in the
reorganization process."

In August 2007, Fedders obtained interim Court approval to borrow
under the DIP Facility, which the Official Committee of Unsecured
Creditors opposed, contending that it costs too much and that its
terms permit calling a default any time.

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).  
Sixteen debtor-affiliates filed separate chapter 11 petitions.  On
Aug. 23, 2007, the Court consolidated the cases in Fedders North
America's case (Bankr. D. Del. Case No. 07-11176).  Norman L.
Pernick, Esq. of Saul, Ewing, Remick & Saul LLP represents the
Debtors in their restructuring efforts.  Dennis A. Meloro, Esq.,
and Donald J. Detweiler, Esq., at Greenberg Traurig LLP serve as
counsel to the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
total assets of $186,300,000 and total debts of $322,000,000.


FGX INT'L: S&P Holds 'B' Rating and Revises Outlook to Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings outlook on
Smithfield, Rhode Island-based optical accessories designer and
marketer FGX International Inc. to stable from negative.  At the
same time, Standard & Poor's affirmed its ratings on the
company, including the 'B' corporate credit rating.
     
"The outlook revision reflects the company's improving operating
trends and credit protection measures," said Standard & Poor's
credit analyst Susan Ding.  Sales for the six months ended
June 20, 2007, increased by 29%, reflecting growth in both
sunglasses and optical readers.  The company is also benefiting
from a better product mix and cost controls, resulting in improved
margins.  Leverage has also declined. Total debt to EBITDA was
4.2x, down from a high point of 5.4x at the end of fiscal 2005.
     
FGX is the holding company that owns the FosterGrant and
Magnavision businesses.  The company enjoys significant market
share in the sunglass and nonprescription reading glass segments
of the mass channel, and is the largest supplier of popular-priced
eyewear ($30 retail and less).  Because both brands are mature,
FGX acquired several other new brands (both owned and licensed)
that will provide entry into the premium-priced segment of the
market through the specialty and department store channels.
     
"We expect the company to improve financial measures and reduce
leverage as it grows," said Ms. Ding.


FLEETWOOD ENT: Posts $2.3 Million Net Loss in Qtr. Ended July 29
----------------------------------------------------------------
Fleetwood Enterprises Inc. reported a net loss of $2.3 million for
the first quarter ended July 29, 2007, compared with a net loss of
$411,000 for the first quarter of last year.  The tax provision
for the quarter includes a $2.8 million non-cash charge related to
a reduction in the carrying value of the deferred tax assets.
Results for the comparable quarter of the prior year included a
pretax gain of $18.5 million and a related deferred tax charge of
$3.6 million, generated by the repurchase of one million shares of
Fleetwood's 6% convertible trust preferred securities in July
2006.

The company reported consolidated revenues from continuing
operations of $510.2 million, down 4% from $529.8 million in the
prior year.  Revenues in the company's primary businesses declined
3% for the RV Group and 1% for the Housing Group.

Fleetwood generated operating income of $6.0 million in the first
quarter despite the decline in revenues, compared to an operating
loss of $8.2 million in the prior year.  Operating income for the
quarter included a $5.3 million gain from the sale of an idle RV
facility, partially offset by an $800,000 impairment charge
related to another idle RV facility, while last year's operating
loss included a gain of $2.1 million from the sale of two idle
housing plants.

"All of our operating units except the travel trailer division
were profitable for the quarter," said Elden L. Smith, president
and chief executive officer.  "Fleetwood's financial progress
demonstrates the viability of our efforts to enhance efficiencies
and cut costs, despite having experienced no improvement in
industry conditions over the last twelve months."

                           Balance Sheet

At July 29, 2007, the company's consolidated balance sheet showed
$687.1 million in total assets, $603.9 million in total
liabilities, and $83.2 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended July 29, 2007, are available for
free at http://researcharchives.com/t/s?2421

                      Second Quarter Outlook

"If conditions remain stable throughout the second quarter, we
would expect to see results similar to those of the first
quarter," Smith concluded.  "However, uncertainty in the real
estate market has spread to the financial markets, which, in turn,
could negatively impact consumer confidence.  Because all of our
businesses are affected by these factors, we remain cautious in
our outlook.  At this time, backlogs are healthy in most areas,
and we believe we are making the right moves in each of our
business segments to improve the competitiveness of our products,
increase our share of revenues, minimize costs, and improve
capacity utilization and profitability."
                   
                   About Fleetwood Enterprises

Headquartered in Riverside, California, Fleetwood Enterprises,
Inc. (NYSE: FLE) -- http://www.fleetwood.com/-- produces   
recreational vehicles and manufactured homes.  Fleetwood operates
facilities strategically located throughout the nation, including
recreational vehicle, manufactured housing and supply subsidiary
plants.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 3, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit, 'CCC+' senior subordinated debt, and 'CCC' trust preferred
securities ratings on Fleetwood Enterprises Inc.  The affirmations
affect $260 million in securities.  The outlook is negative.


FLEXTRONICS INT'L: Solectron Global to Redeem 8% Senior Notes
-------------------------------------------------------------
Flextronics International Ltd. has announced that, in connection
with its acquisition of Solectron Corporation on Oct. 1, 2007,
Solectron Global Finance Ltd. notified holders of its outstanding
8.00% Senior Subordinated Notes due 2016 (8% Notes) that it is
exercising its right to redeem the 8% Notes prior to maturity
pursuant to the optional redemption procedures provided for under
the indenture governing the 8% Notes.

The 8% Notes will be redeemed at 100% of the  principal amount of
the 8% Notes, plus

   (i) accrued and unpaid interest to, but not including, the date
       of redemption, and

  (ii) the make-whole premium provided for under the indenture.  

The redemption date will be Oct. 31, 2007.

Separately, Solectron Global Finance Ltd. has notified holders of
the 8% Notes that it will repurchase any 8% Notes delivered for
repurchase pursuant to a change of control offer to repurchase at
a price of 101% of their aggregate principal amount, plus accrued
and unpaid interest to the date of repurchase.  Solectron Global
Finance Ltd. will repurchase all 8% Notes tendered pursuant to
this offer on Oct. 31, 2007.  Any 8% Notes that are not
repurchased pursuant to the repurchase offer will be redeemed on
Oct. 31, 2007.
    
U.S. Bank National Association is acting as the paying agent for
the repurchase offer for the 8% Notes and the redemption agent for
the redemption.
    
As a result of Flextronics's acquisition of Solectron,
Flextronics intends to deliver notice on Oct. 31, 2007 of a
change in control purchase offer for all of Solectron's
outstanding 0.50% Convertible Senior Notes due 2034 and
Solectron's 0.50% Convertible Senior Notes Series B due 2034 in
accordance with the procedures set forth in the indentures
governing the Convertible Notes.  It is expected that any
Convertible Notes tendered pursuant to these change of control
purchase offers will be repurchased on or about Dec. 14, 2007.  
All Convertible Notes tendered will be repurchased at a price
equal to 100% of their outstanding principal amount, plus
accrued and unpaid interest to, but excluding, the date of
repurchase.

                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 including Brazil, Mexico, Hungary, Sweden, United
Kingdom, among others.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2007,
Fitch Ratings has completed its review of Flextronics
International Ltd. following the company's acquisition of
Solectron Corp. and resolved Flextronics' Rating Watch Negative
status by affirming these ratings: Issuer Default Rating at 'BB+';
and Senior unsecured credit facility at 'BB+'.

Fitch also rated Flextronics' new senior unsecured Term B loan at
'BB+'.  Additionally, Fitch has downgraded the rating on
Flextronics' senior subordinated notes from 'BB' to 'BB-'.  The
Rating Outlook is Negative.

At the same time, Moody's Investors Service confirmed the ratings
of Flextronics International Ltd. with a negative outlook and
assigned a Ba1 rating to the company's new $1.75 billion delayed
draw unsecured term loan in response to the closing of the
Solectron acquisition.

The initial draw on the term loan ($1.1 billion) will finance the
cash portion of the merger consideration.


GARDNER DENVER: Earns $44.8 Million in Quarter Ended June 30
------------------------------------------------------------
Gardner Denver Inc. reported that net income for the three months
ended June 30, 2007, was $44.8 million, compared to net income of   
$33.0 million for the same period last year.  For the six-month
period of 2007, net income was $87.6 million, compared with net
income of $63.5 million for the firts six months of 2006.  Diluted
earnings per share for the three months ended June 30, 2007, were
$0.83, 34% higher than the comparable period of 2006.  For the
six-month period of 2007, diluted EPS were $1.63, 37% higher than
the comparable period of the previous year.  

Revenues increased $43.6 million to $459.9 million for the three
months ended June 30, 2007, compared to the same period of 2006.

Revenues for the first six months of 2007 increased $85.7 million
to $901.3 million, compared to $815.6 million in the same period
of 2006.  

Interest expense decreased $2.7 million to $6.9 million for the
three months ended June 30, 2007, compared to the same period of
2006, while interest expense decreased $6.2 million to
$13.6 million in the six-month period of 2007, compared to the
same period of 2006, due to lower average borrowings.

"Gardner Denver achieved a new record in revenues and net income
during the second quarter," said Ross J. Centanni, chairman,
president and chief executive officer of Gardner Denver.  "Year-
over-year, we continued to expand the company's total segment
operating earnings as a percentage of revenues and net income grew
more than three times faster than revenues.  We continued to
realize the benefit of some of our integration activities and have
initiated additional cost reduction programs in Europe.  I believe
reductions in inventory will be realized in the second half of
2007 as we continue our focus on lean manufacturing initiatives
and business process improvements.

"In the second quarter of 2007, Compressor and Vacuum Products
segment revenues grew 9% compared to the second quarter of 2006.
Sequentially, organic growth accelerated as we resolved some
manufacturing inefficiencies associated with our acquisition
integration initiatives.  We continued to see strong demand
outside of the United States, particularly in Europe and Asia,
while year-over-year orders and revenues were relatively flat in
the United States, as expected, primarily due to lower demand for
transportation applications.

"Fluid Transfer Products segment revenues grew 16% in the second
quarter of 2007, compared with the second quarter of 2006.," said
Mr. Centanni.  "Orders grew 13% in the second quarter due to our
receipt of certain contracts for liquid natural gas and compressed
natural gas loading arms to be shipped in the first half of 2008.  
These orders more than offset the expected decline in orders for
drilling pumps, compared to the same period of the previous year."

Commenting on profitability initiatives, Mr. Centanni stated, "Our
previously announced integration projects remain substantially on
schedule, while additional profitability improvement projects were
initiated in the second quarter.  Our product line transfers from
Nuremberg, Germany to China and Brazil were substantially
completed during the second quarter.  Labor productivity and
supply chain efficiencies are now being realized, which are
expected to result in annualized savings of approximately
$3 million.  Approximately $300,000 of this benefit was realized
in the second quarter of 2007.

                    Liquidity Sources and Debt

Cash provided by operating activities was approximately
$54 million in the six-month period of 2007, compared to
approximately $23 million in the same period of 2006.  The
increase in cash provided by operating activities primarily
reflects higher net income.  

The company invested approximately $17.9 million in capital
expenditures during the six-month period of 2007, compared to
$16.1 million in the same period of 2006.   

Total debt as of June 30, 2007 was $367.7 million, $39.5 million
less than total debt as of Dec. 31, 2006.  As of June 30, 2007,
debt to total capital was 27.4%, compared to 32.3% on Dec. 31,
2006, and 42.0% on June 30, 2006.

                          Balance Sheet

At June 30, 2007, the company's consolidated balance sheet showed
$1.83 billion in total assets, $857.8 million in total
liabilities, and $974.9 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?241e

                       About Gardner Denver

Headquartered in Quincy, Illinois, Gardner Denver Inc. (NYSE: GDI)
-- http://www.gardnerdenver.com/-- is a  worldwide manufacturer  
of reciprocating, rotary and vane compressors, liquid ring pumps
and blowers for various industrial and transportation
applications, pumps used in the petroleum and industrial markets,
and other fluid transfer equipment serving chemical, petroleum,
and food industries.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 10, 2007,
Moody's Investors Service affirmed Gardner Denver Inc.'s Ba2
corporate family rating and the B1 rating on its $125 million
senior subordinated notes due 2013.  The outlook was changed to
positive from stable.  


GREAT CIRCLE: Section 341(a) Meeting Scheduled on October 25
------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
of Great Circle Family Foods, LLC on Oct. 25, 2007, at 10:00 a.m.,
at Room 1-159, 411 West Fourth Street in Santa Ana, California.

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

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

Based in Fullerton, California, Great Circle Family Foods, LLC --
http://www.gcff.com/-- is a Krispy Kreme Doughnuts franchisee  
with about a dozen stores operating in Southern California.  The
company and five of its affiliates filed for chapter 11 protection
on Aug. 22, 2007 (Bankr. C.D. Calif. Lead Case No. 07-12600).  Kim
Tung, Esq., Monica Y. Kim, Esq., and Ron Bender, Esq., at Levene,
Neale, Bender, Rankin & Brill, L.L.P., represent the Debtors.  
When the Debtors filed for protection from their creditors, they
listed estimated assets and debts between $1 million and
$10 million.


GREAT CIRCLE: U.S. Trustee Names Seven-Member Creditors Panel
-------------------------------------------------------------
The U.S. Trustee for Region 16 appointed seven creditors to the
Official Committee of Unsecured Creditors in the Chapter 11 cases
of Great Circle Family Foods, LLC and its debtor-affiliates.

The Committee members are:

    1. The Rancho Mirage Trust
       Daryl L. Bishop
       P.O. Box 6157
       Beverly Hills, CA 90212
       Tel: (310) 273-9540
       Fax: (310) 276-7590

    2. MKM Oceanside, LLC and Piege Company
       Mai Agahan
       c/o Marc Smith, Esq.
       Krane & Smith
       16255 Ventura Boulevard, Suite 600
       Encino, CA 91436
       Tel: (818) 382-4000
       Fax: (818) 382-4001

    3. Krispy Kreme Doughnut Corp.
       Darryl Marsch, Assistant General Counsel
       370 Knollwood Street
       Winston-Salem, NC 27103
       Tel: (336) 726-8822

    4. Bakemark USA LLC
       Carol Shokraee
       7351 Crider Avenue
       Pico Rivera, CA 90660
       Tel: (562) 949-1054
       Fax: (562) 949-2279

    5. Paul A. Laufer
       P.O. Box 3553
       Beverly Hills, CA 90212
       Tel: (323) 851-8535
       Fax: (323) 851-9161

    6. Nudnicks LLC
       Kamprath See Co., LLC
       c/o Pale Capital
       Bert Cohen
       650 5th Avenue, 6th Floor
       New York, NY 10019
       Tel: (917) 287-8555
       Fax: (340) 774-3828

    7. Carol Karlovich
       2052 Via Casa Alta
       La Jolla, CA 92037-5732
       Tel: (858) 456-4097
       Fax: (858) 454-2869

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

Based in Fullerton, California, Great Circle Family Foods, LLC --
http://www.gcff.com/-- is a Krispy Kreme Doughnuts franchisee  
with about a dozen stores operating in Southern California.  The
company and five of its affiliates filed for chapter 11 protection
on Aug. 22, 2007 (Bankr. C.D. Calif. Lead Case No. 07-12600).  Kim
Tung, Esq., Monica Y. Kim, Esq., and Ron Bender, Esq., at Levene,
Neale, Bender, Rankin & Brill, L.L.P., represent the Debtors.  
When the Debtors filed for protection from their creditors, they
listed estimated assets and debts between $1 million and
$10 million.


HALO TECHNOLOGY: Court Approves Zeisler & Zeisler as Counsel
------------------------------------------------------------
Halo Technology Holdings Inc. and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the District of
Connecticut to employ Zeisler & Zeisler P.C. as their bankruptcy
counsel.

The firm is expected to:

    (a) advise the Debtors of their rights, powers and duties as
        Debtors and Debtors-in-Possession continuing to operate
        and manage their business and property;

    (b) advise the Debtors concerning, and assisting in the
        negotiation and documentation of, financing agreements,
        debt restructuring, cash collateral orders and related
        transactions;

    (c) review the nature and validity of liens asserted against
        the property of the Debtors and advise the Debtors
        concerning the enforceability of such liens;

    (d) advise the Debtors concerning the actions that they might
        take to collect and  to recover property for the benefit
        of their respective estates;

    (e) prepare on behalf of the Debtors certain necessary and
        appropriate applications, motions, pleadings, draft
        orders, notices, schedules and other documents, and
        review all financial and other reports to be filed in the
        Debtors chapter 11 cases;

    (f) advise the Debtors concerning, and prepare responses to,
        applications, motions, pleadings, notices and other papers
        which may be filed and served in this Chapter 11 case;

    (g) counsel the Debtors in connection with the formulation,
        negotiation and promulgation of a plan of reorganization
        and related documents; and

    (h) perform all other legal services for and on behalf of each
        of the Debtors which may be necessary or appropriate in
        the administration of their Chapter 11 cases.

The Debtors tell the Court that the firm will charge for its legal
services on an hourly basis in accordance with its ordinary and
customary hourly rates in effect on the date services are
rendered.  The Debtors further disclose that the firm received a
$62,468 retainer prior to their filing for bankruptcy.

James Berman, Esq., a principal at Zeisler & Zeisler, assures the
Court that his firm does not represent any interest adverse to the
Debtors or their estate.

Mr. Berman can be reached at:

         James Berman, Esq.
         Zeisler & Zeisler, P.C.
         558 Clinton Avenue
         Bridgeport, CT 06605-0186
         Tel: (203) 368-4234
         Fax: (203) 367-9678
         http://www.zeislaw.com/

Greenwich, Conn.-based Halo Technology Holdings, Inc. --
http://www.haloholdings.com/-- fka Warp Technology Holdings Inc.,  
is a holding company whose subsidiaries operate enterprise
software and information technology businesses.  The company and
its affiliates filed for chapter 11 protection on Aug. 20, 2007
(Bankr. D. Conn. Lead Case No. 07-50480).  At March 31, 2007, the
company reported total assets of $47,344,373 and total liabilities
of $45,494,297.


HALO TECHNOLOGY: U.S. Trustee Names Three-Member Creditors Panel
----------------------------------------------------------------
The U.S. Trustee for Region 2 appointed three creditors to the
Official Committee of Unsecured Creditors in the Chapter 11 cases
of Halo Technology Holdings Inc. and its debtor-affiliates.

The Committee members are:

    1. Bowne of New York City LLC  
       Salvatore Astuto, Credit Manager
       55 Water Street  
       New York, NY 10041
       Tel: (212) 658-5452
       Fax: (212) 658-5496

    2. RR Donnelley Receivables Inc.
       Daniel Pevonka, Senior Credit Manager
       3075 Highland Parkway
       Downers Grove, IL 60515
       Tel: (630) 322-6931
       Fax: (630) 322-6052

    3. Unify Corporation
       Todd Wille, CEO
       2101 Arena Boulevard, Suite 100
       Sacramento, CA   95834
       Tel: (916) 928-6400
       Fax: (916) 928-6408

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

Greenwich, Conn.-based Halo Technology Holdings, Inc. --
http://www.haloholdings.com/-- fka Warp Technology Holdings Inc.,  
is a holding company whose subsidiaries operate enterprise
software and information technology businesses.  The company and
its affiliates filed for chapter 11 protection on Aug. 20, 2007
(Bankr. D. Conn. Lead Case No. 07-50480).  At March 31, 2007, the
company reported total assets of $47,344,373 and total liabilities
of $45,494,297.


HALO TECHNOLOGY: Creditors Panel Wants Pepe & Hazard as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Halo Technology
Holdings Inc. and its debtor-affiliates asks the U.S. Bankruptcy
Court for the District of Connecticut for permission to retain
Pepe & Hazard LLP as its bankruptcy counsel.

As the Committee's counsel, Pepe & Hazard will:

    a. participate in certain meetings of the Committee;

    b. meet with representative of the Debtors and the Debtors'
       professionals;

    c. advise the Committee regarding proceedings in the Court;

    d. prepare and file certain pleadings and participate in
       hearings in the Court;

    e. monitor the Debtors' activities;

    f. assist the Committee in maximizing the value to be realized
       for the unsecured creditors from the Debtors' assets, by
       sale or otherwise;

    g. assist the Committee in the formulation and negotiation of
       a Chapter 11 plan and advise creditors of the Committee's
       recommendation with respect to any plan; and

    h. prosecute all possible causes of action.

The Committee tells the Court that Kristin B. Mayhew, Esq., a
partner at the firm, will bill $360 per hour for this engagement.  
James C. Graham, Esq., also a partner, bills $430 per hour.

To the best of the Committee's knowledge, the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm's attorneys can be reached at:

         Kristin B. Mayhew, Esq.
         Pepe & Hazard LLP
         30 Jelliff Lane
         Southport, CT 06890
         Tel: (203) 319-4022
         Fax: (203) 319-4034
         http://www.pepehazard.com/

           --- and ---

         James C. Graham, Esq.
         Pepe & Hazard LLP
         225 Asylum Street
         Hartford, CT 06103
         Tel: (860) 241-2677
         Fax: (860) 522-2796
         http://www.pepehazard.com/

Greenwich, Conn.-based Halo Technology Holdings, Inc. --
http://www.haloholdings.com/-- fka Warp Technology Holdings Inc.,  
is a holding company whose subsidiaries operate enterprise
software and information technology businesses.  The company and
its affiliates filed for chapter 11 protection on Aug. 20, 2007
(Bankr. D. Conn. Lead Case No. 07-50480).  At March 31, 2007, the
company reported total assets of $47,344,373 and total liabilities
of $45,494,297.


HERCULES INC: Earns $34.5 Million in Second Quarter Ended June 30
-----------------------------------------------------------------
Hercules Incorporated reported net income for the quarter ended
June 30, 2007, of $34.5 million as compared to a net loss of
$52.3 million for the second quarter of 2006.

Net sales in the second quarter of 2007 were $549.0 million, an
increase of 10% from the same period last year.  Net sales for the
six months ended June 30, 2007 were $1.05 billion, an increase of
10% from the prior year, excluding the impact of the FiberVisions
transaction.  For the second quarter, volume and pricing increased
by 7% and 1%, respectively.  Rates of exchange increased sales by
3% during the quarter, while mix was 1% unfavorable.

Net sales in the second quarter of 2007 increased in all major
regions of the world versus the prior year.  Sales increased 4% in
North America, 18% in Latin America, 15% in Europe, and 11% in
Asia Pacific.

Reported profit from operations in the second quarter of 2007 was
$74.5 million, an increase of 14% compared with $65.6 million for
the same period in 2006.  

Cash flow from operations for the six months ended June 30, 2007,
was $140.5 million as compared to $64.0 million for the same
period last year.  The company has now received $221.7 million,
including $23.2 million in July, of a total $240 million in
expected federal and state tax refunds.  The company also paid
$124 million in May 2007 in connection with the Vertac litigation.

"The second quarter results demonstrate continued strong sales,
earnings and cash flow growth," said Craig A. Rogerson, president
and chief executive officer.  "Both business franchises, Aqualon
and Paper Technologies and Ventures, continue to deliver solid
performance."

Interest and debt expense was $17.8 million in the second quarter
of 2007, an increase of $1.1 million or 7% compared with the
second quarter of 2006, reflecting increased variable short term
rates, partially offset by lower outstanding debt balances and
improved debt mix.

Net debt was $721.2 million at June 30, 2007, a decrease of
$102 million from year-end 2006.  Cash and cash equivalents were
$237.9 million at June 30, 2007, as compared to $171.8 million at
year-end 2006.   

Capital spending was $53.8 million for the first six months of the
year as compared to $22.9 million in the same period last year.  
The increase in spending is directed toward growth and expansion
projects in our businesses globally.

                          Balance Sheet

At June 30, 2007, the company's consolidated balance sheet showed
$2.77 billion in total assets, $2.36 billion in total liabilities,
and $403.5 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?241f

                       About Hercules Inc.

Headquartered in Wilmington, Delaware, Hercules Inc. (NYSE: HPC)
-- http://www.herc.com/-- manufactures and markets chemical   
specialties globally for making a variety of products for home,
office and industrial markets.  The company has its regional
headquarters in China and Switzerland, and a production facility
in Brazil.

                          *     *     *

As reported in the Troubled Company Reporter on June 29, 2007,
Standard & Poor's Ratings Services revised its outlook on Hercules
Inc. to positive from stable and affirmed the existing 'BB'
corporate credit rating.


IMAX CORP: Will Restate Financial Records on Real Estate Leases
---------------------------------------------------------------
IMAX Corporation plans to file a Form 10-K/A for fiscal
2006 to amend its Annual Report on Form 10-K for 2006, which was
filed on July 20, 2007.  The Form 10- K/A will restate financial
statements relating to the company's accounting for certain terms
of 7 real estate leases for its owned and operated theatres and
corporate facilities, with most of the income statement impact
being from 1997 - 2002.  

The company plans to file a Form 10-Q/A to amend its Form 10-Q
filings for the first and second quarters of 2007 for the same
reason.
    
Previously, the company had recorded rent reductions received in
connection with certain real property leases in the years such
reductions were received, rather than on a straight-line basis
over the remaining lease term.  These reductions included rent
holidays and abatements.  In addition, the company did not
properly record certain leasehold improvements funded by landlord
construction allowances.
    
The aggregate amount of the charge at issue is approximately
$5.5 - $6.5 million, with approximately $5 million relating to the
1997 – 2002 period.  The $5.5 - $6.5 million deferred rent credit
will be amortized into income over the remaining terms of the
applicable real estate leases.  The company emphasized that this
restatement is not expected to impact its cash or liquidity or
relate to revenue recognition in connection with theatre system or
film revenue.
    
Because of the error, management and the Audit Committee have
cautioned that the company's prior-filed financial statements on
Forms 10-K and 10-Q should not be relied upon until the financial
statements are restated, which the company expects to occur within
35 days.  

In addition, the company's Forms 10-K/A and 10-Q/A will include
certain additional and enhanced narrative disclosure in response
to comments received by the company from the U.S. Securities and
Exchange Commission.
                   
                    About IMAX Corporation

Based in New York City and Toronto, Canada, IMAX Corporation
(NASDAQ:IMAX) -- http://www.imax.com/-- is an entertainment  
technology company, with emphasis on film and digital imaging
technologies including 3D, post-production and digital projection.  
IMAX is a fully-integrated, out-of-home entertainment enterprise
with activities ranging from the design, leasing, marketing,
maintenance, and operation of IMAX(R) theatre systems to film
development, production, post-production and distribution of
large-format films.  IMAX also designs and manufactures cameras,
projectors and consistently commits significant funding to ongoing
research and development.  IMAX has locations in Guatemala, India,
Italy, among others.

At June 30, 2007, the company's balance sheet showed total assets
of $220.2 million and total liabilities of $284 million, resulting
to a total shareholders' deficit of $63.8 million.

The company recorded a net loss of $4.9 million for the first
quarter of fiscal 2007, compared to a restated net loss of
$3.7 million for the first quarter of fiscal 2006.  Net loss for
the fiscal year 2006 was $16.9 million, compared to a net income
of $7.8 million for the fiscal year 2005.


INTREPID TECHNOLOGY: Jones Simkins Raises Going Concern Doubt
-------------------------------------------------------------
Logan, Utah-based Jones Simkins PC expressed substantial doubt
about Intrepid Technology and Resources Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended June 30, 2007.  The
auditing firm noted that the company has incurred recurring
losses, has negative working capital, and has negative cash flows
from operations.

The company reported a $1,626,817 net loss on $254,560 of net
revenues for the year ended June 30, 2007, as compared with a
$1,990,079 net loss on $447,300 of net revenue in the prior year.
The company also posted an operating loss of $1,341,530 at
June 30, 2007, compared with a $1,655,323 operating loss in the
prior year.

At June 30, 2007, the company's balance sheet showed $15,016,606
in total assets and $13,779,517 in total liabilities, resulting in
$1,237,089 stockholders' equity.

The company also reported $ 2,476,177 in total current assets and
$2,487,446 in total current liabilities, resulting in $11,269
working capital deficit in its June 30, 2007, balance sheet.

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

                    About Intrepid Technology

Headquartered in Idaho, Intrepid Technology and Resources Inc.
(OTC BB: IESV.OB) -- http://www.intrepid21.com/-- specializes in  
development of biofuel production projects.


JERUSALEM BAPTIST: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Jerusalem Fundamental Baptist Church, Inc.
        2800 Broadway
        Fort Myers, FL 33901

Bankruptcy Case No.: 07-09409

Type of business: The Debtor owns and runs a church.

Chapter 11 Petition Date: October 8, 2007

Court: Middle District of Florida (Fort Myers)

Debtor's Counsel: Stephen R. Leslie, Esq.
                  Stichter, Riedel, Blain & Prosser, P.A.
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144

Estimated Assets: $2,773,000

Estimated Debts:  $1,372,700

Debtor's Three Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Duncan & Tardif                                            $3,000
1601 Jackson Street
Fort Myers, FL 33916

Direct Cooling                                             $1,700

Second Haitian Baptist                               undetermined
Church
2800 Broadway
Fort Myers, FL 33901


KKR ATLANTIC: Nonpayment of Notes Cues Fitch to Cut Ratings
-----------------------------------------------------------
Fitch Ratings downgraded the short-term rating of the secured
liquidity notes issued by KKR Atlantic Funding Trust to 'D'.

The downgrade reflects KKR Atlantic's nonpayment of the SLNs in
accordance with the original terms of the SLNs.  Beginning
Aug. 20, 2007, parties to the program executed a series of
standstill agreements.  The standstill agreements waived the
overcollateralization test, suspended the requirement for
collateral liquidation, pushed back the expected maturity dates
and the final maturity dates on all SLNs, and waived the
obligations of KKR Financial and the affiliated depositor
corporation under the repurchase agreements.  Fitch views the
existing standstill agreements and the proposed restructuring of
the existing SLNs as a distressed debt exchange under its
criteria.  The rating withdrawal reflects the effective
replacement of the existing notes with amended notes with
differing terms.

On Aug. 15, 2007, Fitch downgraded the SLN short-term ratings of
KKR Atlantic to 'B' from 'F1+' and placed the ratings on Rating
Watch Evolving.  On Aug. 27, 2007, Fitch revised the rating watch
to negative.

Oct. 5, 2007 would have been the date KKR Atlantic's first SLN
reached its final maturity date based on its original terms. The
'D' rating reflects the nonpayment of the SLNs based on the
original terms. KKR has indicated that a program default, as
defined in the documents, has been avoided through the standstill
agreements and the potential restructuring.  However, under its
criteria, Fitch views the standstill and potential restructuring
as a distressed debt exchange.  Fitch's short-term ratings reflect
the likelihood of full and timely repayment of an obligation in
accordance with the original terms and does not incorporate the
level of recovery prospects.

KKR Atlantic is a special purpose, bankruptcy-remote Delaware
limited liability company established to issue SLNs and use the
proceeds to enter into repurchase agreements with KKR Financial
Corporation or the affiliated depositor corporation.  The
repurchase agreements are collateralized by 'AAA' rated
residential mortgage-backed securities.  As of Oct. 1, 2007, KKR
Atlantic had about $2.453 billion of outstanding principal balance
of SLNs.  The asset balance reported (used for the purpose of the
OC test) was about $2.452 billion.


KNOLL INC: Moody's Withdraws Ba3 Corporate Family Rating
--------------------------------------------------------
Moody's withdrew the ratings of Knoll, Inc. for business reasons,
because Knoll has no rated debt outstanding.

This rating was withdrawn:

   -- Corporate family rating of Ba3

Knoll is a leading designer, manufacturer and distributor of a
comprehensive portfolio of branded office furniture products,
textiles and accessories.  Revenue for the LTM ended June 2007
estimated $1 billion.


LAKE TRAVIS: Files List of Four Largest Unsecured Creditors
-----------------------------------------------------------
Lake Travis Development Group Ltd. filed with the U.S. Bankruptcy
Court for the Western District of Texas a list of its four largest
unsecured creditors.

    Entity                                   Claim Amount
    ------                                   ------------
    The Robin Family Limited                      $48,000
    Partnership                            Secured value:            
    2206 London Ln.                            $1,215,000
    Cedar Park, TX 78613                   
                                                                         
    Dawn Brown                                    $15,000  
    601 Wild Rose Trail
    Cedar Park, TX 78613

    John Kuykendall                               $15,000
    100 Lido Circle #C-1
    Austin, TX 78734

    Equity Secured Capital, LP                     $9,000
                                           Secured value:
                                               $1,215,000

Lakeway, Texas-based Lake Travis Development Group, Ltd., filed
for Chapter 11 bankruptcy protection on Aug. 14, 2007 (Bankr. W.D.
Texas Case No. 07-11488).  Gray Byron Jolink, Esq. represents the
Debtor in its restructuring efforts.  When the Debtor filed for
bankruptcy, it listed assets between $500,000 to $1 million and
debts between $1 million to $10 million.


LEVIATHAN ENTERPRISES: Case Summary & 3 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Leviathan Enterprises Group, Inc.
        4703 Wild Horse Court
        Missouri City, TX 77459

Bankruptcy Case No.: 07-37000

Chapter 11 Petition Date: October 8, 2007

Court: Southern District of Texas (Houston)

Debtor's Counsel: John L. Green, Esq.
                  4888 Loop Central Drive, Suite 445
                  Houston, TX 77081
                  Tel: (713) 660-7400
                  Fax: (713) 660-9921

Total Assets: $5,500,171

Total Debts:  $3,400,000

Debtor's Three Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Joy of Running Ministries,     loan                    $1,200,000
Inc.
4703 Wild Horse Court
Missouri City, TX 77459

Alvie T. Merrill               loan                      $250,000
124 Poinciana
Lake Jackson, TX 77566

Joy Quality Builders           loan                      $250,000
4703 Wild Horse Court
Missouri City, TX 77459


LKQ CORP: Affirms $48/Share Offer to Buy Keystone Automotive
------------------------------------------------------------
LKQ Corporation affirmed its offer to purchase Keystone Automotive
Industries Inc. for $48 per share in cash and stated that it would
not raise the offer.

In a Sept. 5 press statement, LKQ Corporation disclosed a public
offering of 10,000,000 shares of its common stock.  The common
stock offered will consist of 8,500,000 shares to be issued and
sold by LKQ and 1,500,000 shares to be sold by certain selling
stockholders of LKQ.  

LKQ said that it will not receive any of the proceeds from the
sale of shares by the selling stockholders.  LKQ expects to grant
the underwriters an option to purchase up to 1,500,000 additional
shares of common stock solely to cover over-allotments, if any.

LKQ's proceeds from the offering will be used to repay existing
indebtedness and to fund a portion of the purchase price for the
Keystone acquisition.  

The offering was made through an underwriting group led by Robert
W. Baird & Co., Deutsche Bank Securities Inc., BB&T Capital
Markets, and Raymond James.

"We are making good progress toward the consummation of our
acquisition of Keystone," Joseph M. Holsten, president and chief
executive officer of LKQ, said.  "Once the approval of Keystone's
shareholders is received, we will be able to move quickly to close
this significant transaction."
    
The Keystone shareholder meeting is scheduled for Oct. 10, 2007.  
Assuming approval by the Keystone shareholders, the acquisition is
scheduled to close Friday, Oct. 12, 2007.
    
"The negotiations with Keystone leading up to execution of the
merger agreement lasted more than four months," Mr. Holsten said.  
"During that time, Keystone's board pursued alternative buyers and
convinced us to raise our price five times.  The final price of
$48 per share represents a 50% premium over the price at which
Keystone traded immediately before our discussions began."

"Keystone retained JPMorgan as its financial advisor throughout
the process, Mr. Holsten said.  "Prior to Keystone entering into
the merger agreement, JPMorgan advised the Keystone board that $48
per share was fair, from a financial point of view, to Keystone
shareholders."
    
"The unique strategic fit of LKQ and Keystone allowed LKQ to offer
a substantial premium to acquire Keystone that we believe no other
buyer can match," Mr. Holsten stated.  "The transaction has been
public for over 75 days, and no other offers, nor any indications
of interest, have materialized.  We are not going to raise the
price.  Moreover, the terms of our
credit commitment do not permit any increase to the purchase
price."
    
"LKQ completed an equity offering in which we raised approximately
$350 million of net proceeds to help fund the Keystone
acquisition," Mr. Holsten added.  "While we would be disappointed
if the Keystone shareholders ultimately decided to reject the
merger, in the event that it is not approved, we intend to use the
proceeds and the amount available under our existing credit
facility to, among other things, expand our network of aftermarket
facilities to complement our recycling operations."

Copies of the prospectus supplement and related prospectus may be
obtained from the offices of:

     Robert W. Baird & Co
     No. 777 East Wisconsin Avenue, 28th Floor
     Milwaukee, Wisconsin 53202-5391

                or

     Deutsche Bank Securities
     Prospectus Department
     No. 100 Plaza One
     Jersey City, NJ 07311
   
             About Keystone Automotive Industries Inc.

Headquartered in Pomona, Califonia, Keystone Automotive Industries
Inc. (NASDAQ:KEYS)-- http://www.keystone-auto.com/ --  is a  
distributor of aftermarket collision replacement parts produced by
independent manufacturers for automobiles and light trucks.  
Keystone is distributing its products to collision repair shops
through its 137 distribution facilities, of which 22 serve as
regional hubs, located in 39 states and Canada.  It also recycles
and produces chrome plated and plastic bumper, and remanufactures
alloy and steel wheels.  The company's product lines consist of
automotive body parts, bumpers and remanufactured alloy wheels,
light truck accessories, well as paint and other materials used in
repairing a damaged vehicle.  As of March 30, 2007, Keystone
offered more than 22,000 stock keeping units to over 25,000
collision repair shop customers.
    
                     About LKQ Corporation
  
Based in Chicago, Illinois, LKQ Corporation (NASDAQ:LKQX) --
http://www.lkqcorp.com/-- is a provider of recycled light vehicle  
original equipment manufacturer products and related services.  
The company is also a provider of aftermarket collision
replacement products and refurbished wheels.  LKQ Corporation
operates over 100 facilities offering its customers a range of
replacement systems, components and parts to repair light
vehicles.  It participates in the market for recycled OEM
products, well as the market for collision repair aftermarket
products.  LKQ Corporation obtains aftermarket products and
salvage vehicles from a variety of sources.  

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 28, 2007,
Moody's Investors Service assigned these ratings to LKQ
Corporation: (i) corporate family rating, Ba3; (ii) senior secured
revolving credit, Ba3; (iii) senior secured term loan, Ba3; and
(iv) speculative liquidity rating, SGL-2.

Additionally, as reported Troubled Company Reporter on Oct. 1,
2007, Standard & Poor's Ratings Services assigned its 'BB-'
corporate credit rating to LKQ Corp., which is acquiring the
operations of unrated Keystone Automotive Industries Inc. for $811
million.  The outlook is stable.  The transaction should close in
the fourth quarter of 2007.


LYONDELL CHEMICAL: Board Declares Quarterly Dividend
----------------------------------------------------
Lyondell Chemical Company's Board of Directors declared a
conditional quarterly dividend of $0.225 per share of common stock
to stockholders of record as of the close of business at 5 p.m.
EST on Nov. 26, 2007.
    
On July 17, 2007, Basell and Lyondell entered into a definitive
merger agreement that would result in each holder of Lyondell
common stock receiving $48 per share in cash merger consideration
and Lyondell becoming a wholly owned subsidiary of Basell.  A
special meeting of Lyondell shareholders has been called for
Nov. 20, 2007, to vote on the merger proposal.  While the closing
date of the merger has yet to be determined, we are working toward
a completion date in the fourth quarter of 2007, although there
can be no assurance regarding the exact timing.
    
The dividend will be payable on Dec. 17, 2007, only if the merger
has not closed on or prior to the Record Date.  If the closing of
the merger occurs after the Record Date, the dividend will be paid
on the Payment Date to persons who were holders of record on the
Record Date, even if the closing were to occur before the Payment
Date.  If the merger closes on or prior to the Record Date,
Lyondell shareholders will receive the merger consideration, but
no dividend will be paid.

Headquartered in Houston, Texas, Lyondell Chemical Company (NYSE:
LYO) -- http://www.lyondell.com/-- is North America's third-
largest independent, publicly traded chemical company.  Lyondell
manufacturers basic chemicals and derivatives including ethylene,
propylene, titanium dioxide, styrene, polyethylene, propylene
oxide and acetyls.  It also refines heavy, high-sulfur crude oil
and produces gasoline-blending components.  It operates on five
continents and employs approximately 11,000 people worldwide.

The company also has locations in Austria, France, Italy, The
Netherlands, Belgium, Germany, Spain, United Kingdom, Brazil,
China, Japan, Taiwan, India and Singapore.

                          *     *     *

As reported in the Troubled Company Reporter on July 19, 2007,
Moody's Investors Service placed the ratings of Lyondell Chemical
Company, Equistar Chemical Company LP and Millennium Chemicals
Inc. (Corporate Family Ratings of Ba3) under review for possible
downgrade following the announcement that Lyondell agreed to be
acquired by Basell AF SCA (Ba3 CFR under review for possible
downgrade) in a transaction worth roughly $19 billion including
the assumption of debt.


MORTGAGE ASSET: Moody's Holds B+ Rating on Class 15-B-5 Notes
-------------------------------------------------------------
Fitch Ratings affirmed these Mortgage Asset Securitization
Transactions, Inc. mortgage pass-through certificates:

Series 2002-8:

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AAA';
   -- Class B-2 affirmed at 'AAA';
   -- Class B-3 affirmed at 'AAA';
   -- Class B-4 affirmed at 'AA-';
   -- Class B-5 affirmed at 'BBB+'

Series 2003-6, Pools 3 & 4:

   -- Class A affirmed at 'AAA';
   -- Class 15-B-2 affirmed at 'AA-';
   -- Class 15-B-5 affirmed at 'B+'

The affirmations, affecting about $279 million of the outstanding
certificates, reflect a stable relationship between credit
enhancement and expected loss.

The collateral of the above transactions consists primarily of 15-
year and 30-year, fixed-rate, prime mortgage loans secured by
first liens on one- to four-family residential properties. The
loans were originated by various originators.

Series 2002-8 has a pool factor (current mortgage loans
outstanding as a percentage of the initial pool) of 10% and is
seasoned 58 months. Series 2003-6 has a pool factor of 35% and is
seasoned 51 months.


MORTGAGE LENDERS: Countrywide Wants to Foreclose on 11 Properties
-----------------------------------------------------------------
Aurora Loan Services, c/o Countrywide Home Loans Inc., asks the
U.S. Bankruptcy Court for the District of Delaware, in separate
requests, to terminate the automatic stay in Mortgage Lenders
Network USA Inc.'s chapter 11 case, to exercise its rights against
certain real properties located at:

  -- 27855 Ventura Drive, in Cathedral City, California 92234;

  -- 5384 E. Tulare Avenue, in Fresno, California 93727;

  -- 137 N. College Avenue, in Fresno, California 93701;

  -- 3620 South Barcelona Street #9, in Spring Valley,
     California 91977;

  -- 236 W. Wabash Avenue, in Eureka, California 95501;

  -- 1557 West Valencia Street, in Rialto, California 92376;

  -- 2255 West Avenue, in Santa Rosa, California 95407;

  -- 10368 Hite Circle, in Elk Grove, California 95757;

  -- 4715 Polk Avenue, in San Diego, California 92105;

  -- 5535 Don Octavio Court, in San Jose, California 95123; and

  -- 23197 Spring Meadow Drive, in Murrieta, California 90562.

Adam Hiller, Esq., at Draper & Goldberg, PLLC, in Wilmington,
Delaware, relates that Countrywide is the current holder of the
Properties' mortgages and notes.  He adds that review of the
Properties' titles shows that the Debtor may hold a lien junior
to the Mortgages.

Mr. Hiller informs the Court that the obligors of the Properties
are currently in default under the Notes, thus, Countrywide seeks
to exercise its non-bankruptcy rights and remedies with respect
to the Notes, including the enforcement of its rights against the
Mortgages.

Because the Debtor's Junior Mortgages are subordinate to
Countrywide's Mortgages, the Debtor has no equity in the
Properties, Mr. Hiller says.  

In addition, because the Junior Mortgages add little or no value
to the bankruptcy estate, the Properties are not necessary for
the Debtor's reorganization, Mr. Hiller tells the Court.

Hence, Mr. Hiller contends, relief from the automatic stay is
appropriate under Section 362(d)(2) of the Bankruptcy Code to
permit Countrywide to exercise its rights and remedies with
respect to the Mortgages.

A continued stay of Countrywide's action against the Obligors and
the Properties will cause significant prejudice to Countrywide,
Mr. Hiller notes.  Therefore, "cause" exists to terminate the
automatic stay.

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.  (Mortgage
Lenders Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service Inc. http://bankrupt.com/newsstand/or 215/945-7000).


MORTGAGE LENDERS: Wants Until January 31 to File Chapter 11 Plan
----------------------------------------------------------------
Mortgage Lenders Network USA Inc. asks the U.S. Bankruptcy Court
for the District of Delaware to extend its exclusive periods to:

  (a) file a plan of reorganization through January 31, 2008;
      and

  (b) solicit and obtain acceptances of that plan through
      April 2, 2008.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates that subsequent to the Petition
Date, the Debtor has directed substantially all of its efforts
towards the liquidation of its hard assets and remaining
servicing operations to maximize the value of the assets while
minimizing the expenses associated with maintaining them.

Ms. Jones says that the Debtor has incorporated the data
retention and retrieval service previously provided by Fidelity
National Information Services, Inc., into the Debtor's own
information technology network allowing the rejection of the
existing Fidelity contract and resulting in the savings of
approximately $165,000 per month in administrative expenses to
the bankruptcy estate.  She adds that the Debtor has moved to a
smaller facility during the wind-down of the estate permitting
the rejection of the existing lease for the larger facility and
resulting in savings of approximately $60,000 per month.

The Debtor has also engaged in numerous contested matters and
adversary proceedings to protect its rights as debtor-in-
possession and to maximize the value of its estate for the
benefit of its creditors, Ms. Jones tells the Court.  Since the
Petition Date, adversary litigations include:

  -- the defense of a complaint filed by Residential Funding
     Company, LLC, seeking the turnover of $9,100,000 in funds
     held by the estate in certain escrow accounts;

  -- the negotiation and settlement of several relief from stay
     requests related to loans that had been sold by the Debtor
     prepetition;

  -- the filing of a complaint against Wells Fargo Bank,
     National Association, to recover $2,274,265 in advances
     made by the Debtor prior to the transfer of servicing
     obligations and seeking to avoid any unrecorded ownership
     interests in certain properties to which the Debtor had
     legal title as of the Petition Date;

  -- the defense and settlement of an adversary proceeding
     commenced by L&R Title, Inc., a broker that alleged that
     the Debtor was withholding borrower payments on a loan that
     was unfunded as of the Petition Date; and

  -- the defeat of a relief from stay request from St. Paul Fire
     and Marine Insurance Company, and St. Paul Mercury
     Insurance Company through which the insurers sought to
     cancel the financial bond and computer crime policy held by
     the Debtor.

Ms. Jones also discloses that the Debtor is currently engaged in
comprehensive settlement discussions with its largest secured
creditor, RFC, and the Official Committee of Unsecured Creditors
to resolve numerous issues in the bankruptcy case without the
need for protracted litigation.

Ms. Jones asserts that "cause" exists in the Debtor's case for
extending the Exclusive Periods because the case has involved
wind-down and liquidation of assets of a company engaged in
complex financial transactions.  She notes that since Petition
Date, the Debtor has sold more than $400,000,000 worth of
mortgage loans and transferred over $12,000,000,000 of mortgage
servicing assets and liquidated the vast majority of its other
hard assets.

The brief extensions of the Exclusive Periods sought in the
request will not harm or prejudice the Debtor's creditors or
other parties-in-interest, Ms. Jones argues.  The Debtor believes
that Section 1121 will afford a debtor with a meaningful and
reasonable opportunity to negotiate with creditors and to propose
and confirm a consensual plan.

The Debtor is not seeking the extensions to delay administration
of its case or to pressure creditors to accept unsatisfactory
plans of reorganization, Ms. Jones points out.  On the contrary,
she adds, the request is intended to facilitate an orderly,
efficient, and cost-effective plan process for the benefit of all
creditors.

Judge Walsh will convene a hearing on October 24, at 4:00 p.m.,
Eastern Time, to consider the Debtor's request.  Pursuant to
Del.Bankr.LR 9006-2, the Debtor's Exclusive Periods is
automatically extended until the conclusion of that hearing.

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.  (Mortgage
Lenders Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service Inc. http://bankrupt.com/newsstand/or 215/945-7000).


NATIONAL EASTERN: Section 341(a) Meeting Scheduled on Oct. 22
-------------------------------------------------------------
The U.S. Trustee for Region 2 scheduled a meeting for National
Eastern Corp.'s creditors on Oct. 22, 2007, 10:00 a.m., at the
Bankruptcy Meeting Room, One Century Tower, 265 Church Street,
Suite 1104 in New Haven, Connecticut.

This is the first meeting of creditors pursuant to Section
341(a)of the Bankruptcy Code.

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

Headquartered in Plainville, Connecticut, National Eastern Corp.
fabricates steel.  The Debtor filed for Chapter 11 protection on
Sept. 17, 2007, (Bankr. D. CT. Case No. 07-21290).  Anthony S.
Novak, Esq. of the Chorches & Novak PC represents the Debtor in
its restructuring efforts.  When the company filed for bankruptcy,
it listed total assets of $20,786,808 and total debts of
$15,398,616.


NEFF CORP: Posts $45.1 Million Net Loss in Quarter Ended June 30
----------------------------------------------------------------
Neff Corp. reported a net loss of $45.1 million on total revenues
of $80.4 million for the second quarter ended June 30, 2007,
compared with net income of $8.4 million on total revenues of
$83.8 million for the same period last year.

Rental revenues for the three months ended June 30, 2007,
decreased to $69.0 million from $70.6 million for the three months
ended June 30, 2006.  Equipment sales revenue for the three months
ended June 30, 2007, decreased to $7.7 million from $9.4 million
for the three months ended June 30, 2006.  Revenues from the sales
of parts and service for the three months ended June 30, 2007,
decreased to $3.6 million from $3.8 million for the three months
ended June 30, 2006.

Gross profit for the three months ended June 30, 2007, decreased  
to $37.4 million or 46.6% of total revenues from $41.3 million or
49.3% of total revenues for the three months ended June 30, 2006.  
The decrease in gross profit was primarily due to a decrease in
rental revenue gross profit of $3.0 million.

Income from operations for the three months ended June 30, 2007,
decreased to $3.4 million from $21.5 million for the three months
ended June 30, 2006, primarily as a result of the aforementioned
reduction in gross profit, a $3.7 million increase in stock-based
compensation expense, and $7.3 million in transaction-related
operating costs.

Interest expense for the three months ended June 30, 2007,
increased to $14.1 million from $12.6 million for the three months
ended June 30, 2006.  The increase was primarily due to increased
borrowings incurred as a result of the definitive merger agreement
under which affiliates of Lightyear Capital LLC, a private equity
firm, and certain other investors agreed to acquire all of the
outstanding shares of the Neff Corp.  The transaction closed on
May 31, 2007.

Transaction-related financing costs were $57.8 million for the  
three months ended June 30, 2007.  There were no transaction-
related financing costs recorded in 2006.

Amortization of debt issue costs for the three months ended
June 30, 2007, increased to $1.9 million from $485,000 for the
three months ended June 30, 2006.  

At June 30, 2007, the company's consolidated balance sheet showed
$1.01 billion in total asssets, $816.5 million in total
liabilities, and $198.2 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?2422

                 Liquidity and Capital Resources

During the six months ended June 30, 2007, operating activities
provided net cash flow of $55.7 million as compared to
$39.9 million for the six months ended June 30, 2006.  The
increase is attributable primarily to increases in working
capital.

Cash used in investing activities was $425.5 million for the
combined six months ended June 30, 2007, as compared to
$101.6 million for the six months ended June 30, 2006.  

Net cash provided by financing activities was $371.2 million for
the six months ended June 30, 2007, compared to $61.8 million for
the six months ended June 30, 2006.  The increase in cash from
financing activities was primarily related to the debt financing
incurred as a result of the merger.

On May 31, 2007, the company issued $230.0 million in aggregate
principal amount of the 10% Senior Notes due 2015.  The 10% Notes
are unsecured senior indebtedness and are guaranteed by the
company's domestic subsidiaries that also guarantee borrowings
under the Senior Secured Credit Facilities.  

As of June 30, 2007, borrowings under the Second Lien Facility
totaled $290.0 million and borrowings under Credit Facility
totaled $211.0 million, leaving an $123.2 million available for
additional borrowings.

                      About Neff Corporation

Headquartered in Miami, Neff Corp. -- http://www.neffrental.com/
-- is an equipment rental company in the United States.  Through
its 66 branches located primarily in the Sunbelt states, the
company rents a broad variety of construction and industrial
equipment, including earthmoving, material handling, aerial,
compaction and related equipment.  The company derives its revenue
from equipment rentals, selling new and used equipment, parts and
supplies, and from related maintenance.

                          *     *     *

Moody's Investors Service rates Neff Corporation's corporate
family rating at 'B3'.  The outlook is stable.

Neff Corporation also carries Standard & Poor's Ratings Services'
'B+' corporate credit rating.


NETBANK INC: FDIC Sets Jan. 2 as Bar Date to File Proofs of Claim
-----------------------------------------------------------------
Federal Deposit Insurance Coproration, the receiver for NetBank
Inc.'s assets, has set Jan. 2, 2008 as the deadline for all
NetBank's creditors to submit their proofs of claim against the
Debtor.

All proofs of claim must be sent to:

      FDIC as Receiver of NetBank
      Attn: Jeff Quick
      1910 Pacific Avenue
      Dallas, TX 75201

In addition, FDIC has arranged for the transfer of the insured
deposits from the Debtor to another insured depository
institution, ING Bank.  Insured deposit holders may leave their
deposits in the new institution, but must take action to claim
ownership of their respective deposits.  FDIC says this
arrangement should minimize the inconvenience of the insured
deposit holder as a result of the Debtor's closing.

Deposit holders should claim their deposits at ING Bank on or
before March 28, 2009.  Funds will be transferred back to FDIC if
the deposits are not claimed.

                          About NetBank

Headquartered in Jacksonville, Florida, NetBank Inc. --
http://www.netbank.com/-- is a financial holding company of   
Netbank, the nation's oldest Internet bank serving retail and
business customers in all 50 states.  NetBank Inc. does retail
banking, mortgage banking, business finance, and providing ATM and
merchant processing services.

The company filed for Chapter 11 protection on Sept. 28, 2007
(Bankr. M.D. Fla. Case No. 07-04295).  Alan M. Weiss, Esq., at
Holland & Knight LLP, represents the Debtor.  GGG Inc., in
Atlanta, Georgia, serves as the Debtor's restructuring manager.  
The Debtor's financial condition as of Sept. 25, 2007, shows total
assets of $87,213,942, and total debts of $42,245,857.


NEWCOMM WIRELESS: Court Confirms Chapter 11 Liquidation Plan
------------------------------------------------------------
The United States Bankruptcy Court for the District of Puerto Rico
confirmed Newcomm Wireless Services Inc.'s Chapter 11 Plan of
Liquidation.

As reported in the Troubled Company Reporter on Sept. 6, 2007,
the Plan provides for the orderly distribution of the proceeds
from the sale of its assets to PRWireless Inc. for $158,636,874.  
Newcomm received proofs of claim totaling $250 million.  

A fundamental component of the Plan is the Telefonica Settlement
Agreement, which resolves several inter-related complex
litigations.  Each group of claimants will receive distribution
under the plan.

                Treatment of Claims and Interests

Under the Debtor's plan, $1.7 million of allowed administrative
and $1 million of priority claims will be paid in full.  Tax
claims will be satisfied in accordance with Section 507(a)(8) of
the Bankruptcy Code.

Secured claims amounting to $100,000 will be unimpaired,
meaning, holders will be paid in full.

General unsecured creditors, holding an aggregate $10 million in
claims, will receive cash in satisfaction of whatever part of
their claims will be deemed "allowed."

The Debtor's equity holders will receive a share on the sale
proceeds up to $17.5 million in accordance with the terms of the
Telefonica Settlement Agreement.

               Telefonica Settlement Agreement

On May 7, the Debtor reached a compromise with the Telefonica
Group in full settlement of its claims against Newcomm.

As part of the compromise and settlement, pursuant to the terms of
the Plan and subject to the occurrence of the Effective Date:

    i) all claims filed by the Telefonica Group in the
       Chapter 11 case will be voluntarily subordinated to the
       Allowed Claims of the Debtor's other unsecured creditors;

   ii) the unsecured claim filed by ClearComm will be disallowed
       for all purposes;

  iii) the Equity Group Equity Interests will share in
       $17,500,000 after payment of:

       a) Allowed Secured Claims
       b) Allowed Claims of Holders of Administrative Claims;
       c) Allowed Priority Tax Claims;
       d) Allowed Priority Non-Tax Claims;
       e) Allowed Non-DIP Facility Secured Claims; and
       f) all Allowed General Unsecured Claims (with the
          exception of the claims filed by the Telefonica Group
          and ClearComm); and

   iv) the balance of the Residual Amount -- estimated at   
       $12,500,000 -- will be distributed to the Holders of
       the Telefonica Group Equity Interests in full
       satisfaction of all Claims voluntarily subordinated as
       well as all Interests held by any member of the
       Telefonica Group.

Based in Guaynabo, Puerto Rico, NewComm Wireless Services Inc.
is a PCS company that provides wireless service to the Puerto Rico
market.  The company is a joint venture between ClearComm, L.P.
and Telefonica Larga Distancia.  The company filed for chapter 11
protection on Nov. 28, 2006 (Bankr. D. P.R. Case No. 06-04755).  
Carmen D. Conde Torres, Esq., at C. Conde & Assoc. and Peter D.
Wolfston, Esq., at Sonnenschein Nath & Rosenthal LLP represent the
Debtor in its restructuring efforts.  Mark J. Wolfson, Esq. at
Foley & Lardner LLP and Sergio A. Ramirez de Arellano, Esq., at
Sergio Ramirez de Arrelano Law Office represent the Official
Committee of Unsecured Creditors.  In its schedules, the Debtor
disclosed total assets of $111,652,190 and total debts of
$190,695,559.


NEW CENTURY: Court Okays Inclusion of NCWC in Richards Retention
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has approved the request of New Century Financial Corp. and its
debtor-affiliates to expand the scope of Richards Layton & Finger
P.A. retention, to include New Century Warehouse Corporation, a
wholly owned subsidiary of New Century Financial Corp., nunc pro
tunc to Aug. 3, 2007.

As reported in the Troubled Company Reporter on May 1, 2007, the
Court approved the employment of Richard Layton as Debtors' local
counsel for Delaware, nunc pro tunc to April 2, 2007.

Richards Layton will be compensated in accordance with the
procedures in Section 330 and 331 of the Bankruptcy Code.

The prepetition retainer paid by NCWC, and not expended for
services and disbursements will be added to the evergreen
retainer, under the Richards Layton Retention Order, as a
security through the Debtors' chapter 11 cases, until its fees
and expenses are awarded on a final basis.

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  

The Debtors' exclusive period to file a plan expires on Nov. 28,
2007.  (New Century Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000).


NRG ENERGY: Earns $149 Million in Second Quarter Ended June 30
--------------------------------------------------------------
NRG Energy Inc. reported net income for the three months ended
June 30, 2007, of $149 million, as compared to net income of
$203 million for the same period last year.  These results include
a $35 million non-cash, pre-tax charge related to the completion
of the $4.4 billion refinancing of the company's Senior Credit
Facility in conjunction with the company's Comprehensive Capital
Allocation Plan, while the 2006 period benefited from $15 million
in pre-tax settlement agreements.

Quarterly operating income improved to $436 million from
$410 million in 2006.  Second quarter 2007 results included
$36 million in net development costs for the RepoweringNRG
program.  Operating income for the three months ended June 30,
2007, were favorably impacted by increased gas generation and
pricing in the Northeast region.  

Net income from continuing operations for the first half of this
year was $214 million, compared to $217 million for the same
period last year.  Operating income for the first six months of
2007 improved to $709 million from $619 million in 2006.  First
half results were favorably impacted by the inclusion of an
additional month for NRG Texas as this business was acquired on
Feb. 2, 2006, and higher generation and pricing in the Northeast
region.

Cash flow from operations for the first six months of 2007 was
$459 million, after the posting of $103 million of net collateral
outflows, versus adjusted cash flow from operations of
$604 million, including the benefit of $272 million of net
collateral inflows, during the same period last year.

"Through RepoweringNRG and FORNRG we have our business well
positioned for the future, while the strong execution of our
commercial and plant operations has put us in a position to exceed
the financial goals we had announced at the beginning of the
year," commented David Crane, NRG president and chief executive
officer.  "The quarter also marked the timely completion of
construction at Long Beach, our first repowering, and demonstrates
how quickly and capably we can act upon a type of project which
will become increasingly prevalent as reserve margins tighten in
all of our core markets."

                          Balance Sheet

At June 30, 2007, the company's consolidated balance sheet showed
$18.94 billion in total assets, $13.36 billion in total
liabilities, $1 million in minority interest, $247 million in
3.625% redeemable perpetual preferred stock, and $5.33 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?2424

                 Liquidity and Capital Resources

Liquidity at June 30, 2007, was approximately $1.85 billion, down
$373 million since Dec. 31, 2006, and $123 million since June 30,
2006.  The reduction in current liquidity is mainly due to the
$200 million reduction in synthetic letter of credit capacity as
part of the recent restructuring of the first lien credit
facility.  

                            Outlook

The company is raising 2007 adjusted EBITDA guidance to
$2.20 billion from $2.15 billion and cash flow from operations to
$1.42 billion from $1.40 billion to reflect its strong first half
performance, its fully hedged baseload position for the balance of
the year and the expected reduction in second half operating
expenses.   

                         About NRG Energy

Hearquartered in Princeton, New Jersey, NRG Energy Inc. (NYSE:  
NRG) -- http://www.nrgenergy.com/-- owns and operates a diverse  
portfolio of power-generating facilities, primarily in Texas and
the Northeast, South Central and West regions of the U.S.  Its
operations include baseload, intermediate, peaking, and
cogeneration and thermal energy production facilities.  NRG also
has ownership interests in generating facilities in Australia,
Germany and Brazil.

                          *     *     *

Standard & Poor's Ratings Services rates NRG Energy Inc.'s
$4.7 billion unsecured bonds at 'B'.  In addition, Standard &
Poor's rates NRG Energy Inc.'s corporate credit rating at 'B+'.  
The outlook is stable.


PATCH INTERNATIONAL: KPMG LLP Raises Going Concern Doubt
--------------------------------------------------------
Calgary, Canada-based KPMG LLP expressed substantial doubt about
Patch International Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended May 31, 2007.  The auditing firm stated that the
company has suffered recurring losses from operations and has a
net capital deficiency.  

The company reported a $18,622,212 net loss on $15,581 of revenues
for the year ended May 31, 2007, as compared with a $2,687,112 net
income on $43,668 of revenues in the prior year.

At May 31, 2007, the company's balance sheet showed $46,621,844 in
total assets and $53,328,701 in total liabilities, resulting in a
$6,706,857 stockholders' deficit.

The company has a $7.7 million flow-through share commitment,
which if not met by January 2009, will require the company to
reimburse the subscribers for any tax payable as a result of its
failure to meet its flow-through share commitment.

The company currently anticipates spending its existing funds in
the current fiscal year to maintain operations and additional
funding will be required to meet the flow-through share commitment
and for expenditures connected with the acquisition, exploration
and appraisal of new and existing oil and gas projects.

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

                     About Patch International

Patch International -- http://www.patchenergy.com/-- is a junior  
oil and gas producer that currently earns oil revenue from 19 oil
wells.  These wells provide the company with both short-term and
long-term cash flow.  It is anticipated that these wells will have
a life of over 15 years.  PTII has properties in North America,
and is exploring opportunities in North Africa, South America, and
Ukraine.  Praxis Pharmaceuticals Inc. acquired Patch International
through a stock-for-stock transaction on March 15, 2004.  As a
result of the acquisition, the Company is a wholly owned
subsidiary of Praxis.


PETROQUEST ENERGY: Gets $70.7MM in 6.875% Pref. Stock Offering
--------------------------------------------------------------
PetroQuest Energy Inc. disclosed the sale of an additional 195,000
shares of its 6.875% Series B cumulative convertible perpetual
preferred stock at a price of $50 per share pursuant to the over-
allotment option granted to the underwriters in connection with
the public offering of 1,300,000 shares of 6.875% Series B
cumulative convertible perpetual preferred stock.  PetroQuest has
received in the aggregate approximately $70.7 million of proceeds
from the offering, net of underwriting discounts and expenses.

J.P. Morgan Securities Inc. acted as sole book-running
manager and Howard Weil Incorporated, Johnson Rice & Company
L.L.C. and Coker & Palmer, Inc. acted as co-managers for the
offering.
    
PetroQuest intends to use the net proceeds from the offering to
repay its borrowings outstanding under its bank credit facility
and for other general corporate purposes.  PetroQuest intends to
continue to borrow under the credit facility to fund its 2007
capital expenditures, including the acceleration of its drilling
and leasing activities in its longer lived areas in Arkansas,
Oklahoma and East Texas.
    
Copies of the prospectus supplement and the accompanying
prospectus may be obtained from:

     J.P. Morgan Securities Inc.
     No. 4 Chase Metrotech Center, CS Level,
     Brooklyn, New York 11245.
   
                  About PetroQuest Energy Inc.
   
Headquartered in Lafayette, Louisiana, PetroQuest Energy Inc.
(Public, NYSE:PQ) -- http://www.petroquest.com/-- is an   
independent oil and gas company.  The company is engaged in the
exploration, development, acquisition and operation of oil and gas
properties in Texas, Oklahoma, well as onshore and in the shallow
waters offshore the Gulf Coast Basin.  As of Dec. 31, 2006, the
company owned working interests in 16 gross (10 net) producing oil
wells and 571 gross (217 net) producing gas wells.  PetroQuest
sells its natural gas and oil production under fixed or floating
market contracts.

                         *     *     *

In September 2006, Moody's Investor Services placed PetroQuest
Energy Inc.'s long term corporate family and probability of
default ratings at 'Caa1', which still hold to date.  In addition,
the company continues to carry Moody's 'Caa2' rating on its senior
unsecured debt.


PIER 1: Zero Debt Cues Moody's to Withdraw Rating
-------------------------------------------------
Moody's withdrew the ratings of Pier 1 for business reasons,
because Pier 1 has no rated debt outstanding.

This rating was withdrawn:

   -- Corporate family rating of Caa1

Pier 1 is a specialty retailer, headquartered in Fort Worth,
Texas, which operates principally through its Pier 1 Imports
stores.  Sales for the LTM ended June 2007, estimated
$1.6 billion.


PRIMA CAPITAL: Moody's Holds Low-B Ratings on Two Cert. Classes
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed the ratings of seven classes of Prima Capital CDO 2005-1
Ltd., Collateralized Debt Obligations, Series 2005-1 as:

   -- Class A-1, $12,008,012, affirmed at Aaa
   -- Class A-2, $177,152,000, affirmed at Aaa
   -- Class B, $13,305,000, upgraded to Aaa from Aa1
   -- Class C, $12,281,000, upgraded to Aa2 from Aa3
   -- Class D, $12,896,000, affirmed at A3
   -- Class E, $24,563,000, affirmed at Baa2
   -- Class F, $8,597,000, affirmed at Baa3
   -- Class G, $12,281,000, affirmed at Ba2
   -- Class H, $9,211,000, affirmed at B2

As of the Sept. 19, 2007 distribution date, the transaction's
aggregate bond balance has decreased by about 28.4% to
$282.3 million from $394.3 million at securitization.  The
certificates are collateralized by 33 fixed rate classes of CMBS
securities from nine transactions (44.5%), eight whole loans
(18.2%), two B Notes (11.9%) and two mezzanine loans (25.4%).  One
whole loan (475 School Street; 3.7% of the pool) and a mezzanine
loan (885 Third Avenue; 11.8%) have defeased and are
collateralized by U.S. Government securities.

Moody's reviewed the ratings or shadow ratings of all the
collateral supporting the certificates.  Moody's is upgrading
Classes B and C due to increased credit support from principal
amortization and payoffs and improved overall pool performance
since Moody's last full review in April 2006.  There have been no
losses in the underlying collateral since securitization. Moody's
has upgraded five CMBS classes from four transactions since last
review.  Moody's has also upgraded the shadow ratings for three
CMBS classes, six whole loans and one mezzanine loan since last
review.  No ratings or shadow ratings have been downgraded.

Moody's uses a weighted average rating factor as an overall
indicator of the credit quality of a CDO transaction.  Based on
Moody's analysis, the WARF is 2,031 compared to 2,870 at
securitization.  The distribution of ratings (actual and shadow
ratings) is: Aaa -- Aa3 (34.8% compared to 19.4% at last review),
A1-A3 (9.6% compared to 13.5%), Baa1-Baa3 (5.1% compared to 8.7%);
Ba1-Ba3 (20.4% compared to 9.7%); B1-B3 (2.5% compared to 10.7%)
and Caa1-NR (27.6% compared to 39.1%).

The CMBS certificates are from pools securitized between 1997 and
2002.  The largest vintage exposures are 1999 (31.1%), 2002
(28.6%), 1998 (21.5%) and 1997 (17.3%).  The largest CMBS
exposures are CAMC 2002-CAM2 (12.7%) and MSC 1999-CAM1 (10.1%).


PROPEX INC: High Leverage Cues Moody's to Cut Ratings
-----------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of Propex Inc.'s to Caa1 from B2, reflecting very high leverage in
recent quarters and expectations of very weak internal cash flow
generation in relation to debt obligations in the near term.  The
outlook for the ratings, which had been negative since January
2007, is stable.

Moody's took thee rating actions:

   -- Downgraded the Corporate Family Rating to Caa1 from B2;

   -- Downgraded the Probability of Default Rating to Caa1 from
      B2;

   -- Downgraded to B2 (LGD2, 29%) from Ba3 (LGD 3, 30%) the
      senior secured credit facilities consisting of a
      $50 million revolver due 2011, and the original
      $260 million term loan due 2012;

   -- Downgraded to Caa2 (LGD 5, 81%) from Caa1 (LGD 5, 82%)
      the $150 million senior unsecured notes due 2012;

The ratings outlook is stable.

The stable outlook reflects the high likelihood of a continuing
core level of demand for the company's products, company's leading
position in its markets, indications of progress with cost cutting
efforts and the company's relatively low capital expenditure
requirements in the medium term.

The downgrade reflects Moody's expectation of weak interest
coverage at least through 2008 (defined as EBITDA less capital
expenditures divided by interest expense) in line with the Caa1
rating category and long-term structural industry trends which
include overcapacity and competitive pressures.  The ratings also
take into account the long-term effects of the backward
integration into carpet backing by the larger carpet manufacturers
that took place in 2005 and 2006.

These longer term threats are exacerbated by cyclical but ongoing
weakness in residential construction and its effect on demand for
carpet backing and other end products, potential for adverse raw
material fluctuations and the need for error-free execution to
navigate this period.  Propex's ratings are supported by
leadership positions in its principal markets and aggressive moves
to cut costs.

Notwithstanding the company's likely non-compliance with financial
covenants as of Sept. 30, 2007, Moody's believes that covenant
relief will be provided by the lender group at levels which
recognize current cyclical weakness in the company's principal end
markets and the temporary nature of some of the expense drivers.  
Failure to obtain such relief will result in an immediate
downgrade.

The Speculative Grade Liquidity Rating was also downgraded to SGL-
4 from SGL-2, subject to covenant relief.

Propex Inc., based in Chattanooga, Tennessee is the world's
largest independent producer of primary and secondary carpet
backing and a leading manufacturer and marketer of woven and
nonwoven polypropylene fabrics and fibers used in geosynthetic
applications and a variety of other industrial applications such
as fabric bags/containers, fabric protective coverings and
concrete fiber reinforcement.  Revenues for the twelve months
ended July 1, 2007 were $685 million.


PROPEX INC: S&P Places 'B-' Rating Under Negative CreditWatch
-------------------------------------------------------------
Standard & Poor's Services placed its 'B-' corporate credit and
its senior secured and senior unsecured ratings on Chattanooga,
Tennessee-based Propex Inc. on CreditWatch with negative
implications.
     
"The CreditWatch listing reflects ongoing concerns that difficult
operating conditions are likely to forestall Propex's ability to
meaningfully improve its highly leveraged financial profile," said
Standard & Poor's credit analyst Henry Fukuchi.
     
Recent operating challenges at a key production facility, weak
residential construction activity and the possibility for further
declines in the domestic housing markets could cause earnings and
cash flow to deteriorate to a level inconsistent with the current
ratings.  In addition, Propex announced that it is unlikely to be
in compliance with the financial covenants
contained within its credit agreement as of the reporting date for
its Sept. 30, 2007, quarter end.  While Propex's liquidity
position is bolstered by decent cash balances and credit facility
availability, the probably of a covenant violation is a concern.
     
"We expect that Propex will take steps to negotiate relief so that
it will preserve acceptable liquidity while it implements plans to
restore operating results to acceptable levels,"
Mr. Fukuchi said.  "We will resolve the CreditWatch upon
indication that the risk of covenant violations has been addressed
and after reviewing the company's prospects for improving its
subpar financial profile.  Further indication that weak operating
results will extend into 2008 or failure to obtain covenant relief
could result in a downgrade this year."
     
Propex is a leading producer of polypropylene fabrics and fibers
used in primary and secondary carpet backing, among other things.


QUALITY HOME: U.S Trustee Appoints Three-Member Creditors Panel
---------------------------------------------------------------
The U.S. Trustee for Region 16 appointed three creditors to the
Official Committee of Unsecured Creditors in the Chapter 11 cases
of Quality Home Loans and its debtor-affiliates.

The Committee members are:

    1. First California Bank
       300 East Esplanade Drive, Suite 102
       Oxnard, CA 93036
       Attn: Richard R. Glass
       Tel: (805) 485-6682

    2. Clear Capital.com
       6030 Orchard Avenue
       Richmond, CA 94804
       Attn: Cy Epstein
       Tel: (510) 684-5400

    3. CountryWide Home Loans, Inc.
       4500 Park Granada
       Calabasas, CA 91302
       Attn: David Sobul
       Tel: (818) 225-3132

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

Based in Agoura Hills, California, Quality Home Loans --
http://www.qualityhomeloans.com-- is engaged in the business of  
loan origination and servicing operations, and also acquires and
sells mortgages, services mortgages, and manages trust deed
investments for investors.  The company also provides an
alternative source of financing available for borrowers who fails
to meet traditional underwriting criteris due to reasons such as
prior credit difficulty, above-average debt load, low FICO score,
the inability to fully document income, a past foreclosure, or the
need to finance non-conforming property.

The company and three of its affiliates filed for chapter 11
protection on Aug. 21, 2007 (Bankr. C.D. Calif. Case No.
07-13006).  Mike D. Neue, Esq., at Irell & Manella, L.L.P.,
represent the Debtors.  When the Debtors filed for protection from
their creditors, they lsited estimated assets between $1 million
and $100 million and debts of more than $100 million.


QUALITY HOME: Wants Court Approval on Countrywide Settlement Pact
-----------------------------------------------------------------
Quality Home Loans asks the U.S. Bankruptcy Court for the Central
District of California to approve a settlement agreement entered
by the Debtor with Countrywide Home Loans Inc. and Countrywide
Securities Corporation.

The Debtor tells the Court that periodically, after a certain
number of loans had been originated, it either sells a pool of
whole loans to the highest bidder or use Countrywide Loans to
securitize a pool of loans using a real estate mortgage investment
conduit.

                       Stay Relief Motion

The Debtor relates that on Sept. 12, 2007, Countrywide Loans and
Countrywide Securities asked the Court for relief from automatic
stay stating:

    a. prior to the Debtors' bankruptcy filing, Countrywide Loans
       purchased loans from the Quality Home on a servicing-
       released basis although the Debtor agreed to perform, on an
       interim basis, the servicing of the Mortgage Loans;

    b. although Countrywide Loans agreed to use its commercially
       reasonable best efforts to securitize certain of the
       Mortgage Loans in a mortgage-backed securities offering,
       Countrywide Loans informed the Debtor that it had
       terminated its obligation to complete the Countrywide
       Securitization and informed the Debtor that Countrywide
       Loans would proceed to sell the Countrywide Whole Loans in
       the whole loan market; and

    c. On July 31, 2007, Countrywide Securities completed a
       mortgage-backed securities offering, Deal Name CWABS Asset-
       Backed Certificates Trust 2007-QX1, Asset-Backed
       Certificates, Series 2007-QX1, which are comprised of
       Mortgage Loans previously purchased by Countrywide Loans
       from the Debtor.  Approximately $22,003,000 of the
       Securities remain to be sold.

As reported in the Troubled Company Reporter on Aug. 9, 2007,
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by CWABS Asset-Backed Certificates Trust 2007-
QX1 and ratings ranging from Aa1 to Ba2 to the subordinate
certificates in the deal.  Moody's expects collateral losses to
range from 7.50% to 8%.

Thus, Countrywide asked for relief from automatic stay to permit
Countrywide to:

    (1) complete an immediate transfer of the servicing for the
        Mortgage Loans from the Debtor to Countrywide Loans,

    (2) market and sell the Countrywide Whole Loans, and

    (3) market and sell the remaining QX1 Securities.

A final hearing on Countrywide's request has been set for Oct. 19,
2007.

                     Settlement Agreement

The Debtor and Countrywide entered into a Settlement Agreement
dated Sept. 25, 2007, pursuant to which:

* Countrywide Whole Loans

    (a) Countrywide is recognized to be the owner of the
        Countrywide Whole Loans;

    (b) Countrywide grants the Debtor an option to repurchase the
        Countrywide Whole Loans from Countrywide through Oct. 26,
        2007, and agrees not to sell the Countrywide Whole Loans
        during the option period absent the approval of the
        Debtor;

    (c) If the Debtor, on behalf of its debtor-affiliates,
        exercises the option to repurchase the Countrywide Whole
        Loans:

        -- the Debtor, on behalf of its debtor-affiliates, will
           then be the owner of the Countrywide Whole Loans,

        -- Countrywide will give the Debtor a $72,923.50 credit
           against the purchase price, and

        -- Countrywide will have a lien on the net proceeds or
           future appreciation of the Countrywide Whole Loans to
           secure payment of the prepetition Trust Deficiency
           Amount;

    (d) if the Debtor does not exercise the option to repurchase
        the Countrywide Whole Loans:

        -- Countrywide will be granted immediate relief from the
           automatic stay to take any and all actions with respect
           to the Countrywide Whole Loans, including selling the
           Countrywide Whole Loans, and

        -- the Debtor will take all steps necessary to transfer
           the servicing for the Countrywide Whole Loans to
           Countrywide

* QX1 Laons and QX1 Securities

    (a) The Debtor will complete the transfer of the servicing for
        all of the QX1 Loans to Countrywide by Sept. 28, 2007;

    (b) Countrywide can sell the remaining QX1 Securities to any
        party, but any sale to the Debtor will be at Countrywide's
        "take-down" price;

    (c) Countrywide will pay the Debtor any net sale proceeds for
        the remaining QX1 Securities otherwise payable to the
        Debtor, provided, however, that Countrywide can set off
        the prepetition Trust Deficiency Amount against any such
        net sale proceeds;

    (d) Countrywide will remit to the Debtor any distribution
        received by Countrywide in connection with the Countrywide
        Net Interest margin Fixed Rate Notes, Series 2007-QX1N;
        and

    (e) the Debtor will ratify all prior sales of the QX1
        Securities.

* Trust Funds

    (a) The Debtor will prepare a reconciliation of all mortgage
        loans trust funds received by the Debtor in connection
        with the QX1 Loans and any other Mortgage Loans serviced
        by the Debtor and will remit the Trust Funds to
        Countrywide in two installments,

    (b) Countrywide will have a claim for any deficiency between
        the amount of Trust Funds remitted to Countrywide and the
        actual amount of Trust Funds that should have been
        deposited on a prepetition basis into trust accounts for
        Countrywide's benefit, which Countrywide can pursue in
        accordance with the Agreement, and

    (c) Countrywide will also have a superpriority administrative
        lien claim for any deficiency in the Trust Funds resulting
        from the Debtor's postpetition use of the Trust Funds.

                           About Quality Home

Headquartered in Agoura Hills, California, Quality Home Loans --
http://www.qualityhomeloans.com-- is engaged in the business of  
loan origination and servicing operations, and also acquires and
sells mortgages, services mortgages, and manages trust deed
investments for investors.  The company also provides an
alternative source of financing available for borrowers who fails
to meet traditional underwriting criteris due to reasons such as
prior credit difficulty, above-average debt load, low FICO score,
the inability to fully document income, a past foreclosure, or the
need to finance non-conforming property.

The company and three of its affiliates filed for chapter 11
protection on Aug. 21, 2007 (Bankr. C.D. Calif. Case No.
07-13006).  Mike D. Neue, Esq., at Irell & Manella, L.L.P.,
represent the Debtors.  When the Debtors filed for protection from
their creditors, they lsited estimated assets between $1 million
and $100 million and debts of more than $100 million.


REMY WORLDWIDE: Files Pre-Packaged Bankruptcy in Delaware
---------------------------------------------------------
Remy Worldwide Holdings Inc. on Monday said that in response to
the overwhelming support received for its previously announced
prepackaged plan of reorganization from holders of its 8-5/8%
Senior Notes, 9-3/8% Senior Subordinated Notes and 11% Senior
Subordinated Notes, the company has elected to commence voluntary
proceedings for itself and its domestic subsidiaries under chapter
11 of the U.S. Bankruptcy Code to seek confirmation of the plan.

The company filed its voluntary chapter 11 petitions and plan of
reorganization in the U.S. Bankruptcy Court for the District of
Delaware in Wilmington.

Specifically, in excess of 99.9% in dollar amount and 98.1% in
number of holders of Senior Notes and 100% in dollar amount and
100% in number of holders of Subordinated Notes that voted on the
prepackaged plan, voted to approve the plan.

"[Mon]day's action enables us to efficiently restructure our debt
and create a capital structure that will provide a foundation for
future profitability," said John Weber, Remy's Chief Executive
Officer.  "Over the last several months, we have worked closely
with our stakeholders to develop and now implement our plan to
position Remy to meet the challenges of our industry."

During the reorganization process, which is expected to conclude
within 60 days, Remy will continue normal business operations.  
The company anticipates that it will receive court authority to
pay employee wages and benefits without interruption and continue
to pay trade creditors and suppliers in the ordinary course of
business.  Remy's international operations are excluded from the
filing and will not be directly affected.

The key elements of the prepackaged plan include:

    -- Repayment of the company's secured creditors in full.

    -- Raise $85 million in preferred equity through a backstopped
       rights offering to be made to holders of the Company's
       Senior Notes and Senior Subordinated Notes.

    -- Total debt reduction of $360 million through:

        * Exchange of the Company's $145 million of existing
          8-5/8% Senior Notes for $100 million of New Third-Lien
          Notes and $45 million in cash (plus an amount of cash
          equal to the accrued but unpaid interest through the
          filing date (estimated to be $10 million) and up to
          $2 million of new preferred stock in respect of
          postpetition interest).  In addition, these noteholders
          will receive a $10 million consent fee for agreeing to
          the overall restructuring.

        * Reduction of the company's unsecured debt obligations by
          $315 million by converting the 9-3/8% Senior
          Subordinated Notes and 11% Senior Subordinated Notes
          into 100% of the common equity of the reorganized
          company.

    -- Cancellation of all of the Company's existing equity
       interests.

As previously disclosed, Remy has obtained a binding commitment
from Barclays Capital, the investment banking division of Barclays
Bank PLC, to provide debtor-in-possession financing for up to
$225 million and up to $330 million of long-term exit financing.

"This is excellent news for our customers, suppliers and employees
worldwide because it paves the way for a promising future for Remy
and its long-term viability," said Mr. Weber.  "We are extremely
grateful for the support of all of our constituents and look
forward to completing our financial restructuring in the coming
months."

Based in Anderson, Indiana, Remy Worldwide Holdings Inc. acts as a
holding company of all the outstanding capital stock of Remy
International Inc.  Remy International --http://www.remyinc.com/
-- manufactures, remanufactures and distributes Delco Remy brand
heavy-duty systems and Remy brand starters and alternators,
locomotive products and hybrid power technology.  The company also
provides a worldwide components core-exchange service for
automobiles, light trucks, medium and heavy-duty trucks and other
heavy-duty, off-road and industrial applications.  Remy has
operations in the United Kingdom, Mexico and Korea, among others.


REMY WORLDWIDE: Case Summary and 30 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Remy Worldwide Holdings, Inc.
             2902 Enterprise Drive
             Anderson, IN 46013

Bankruptcy Case No.: 07-11481

Debtor-affiliates filing separate Chapter 11 petitions:

    Entity                                     Case No.
    ------                                         --------
    Ballantrae Corporation                         07-11482
    HSG I, Inc.                                    07-11483
    HSG II, Inc.                                   07-11484
    International Fuel Systems, Inc.               07-11485
    iPower Technologies, Inc.                      07-11486
    M. & M. Knopf Auto Parts, L.L.C.               07-11487
    Marine Corporation of America                  07-11488
    NABCO, Inc.                                    07-11489
    Power Investments Marine, Inc.                 07-11490
    Power Investments, Inc.                        07-11491
    Powrbilt Products, Inc.                        07-11492
    Publitech, Inc.                                07-11493
    Reman Holdings, L.L.C.                         07-11494
    Remy Alternators, Inc.                         07-11495
    Remy India Holdings, Inc.                      07-11496
    Remy International, Inc.                       07-11497
    Remy International Holdings, Inc.              07-11498
    Remy Korea Holdings, LLC                       07-11499
    Remy Logistics, L.L.C.                         07-11500
    Remy Powertrain, L.P.                          07-11501
    Remy Reman, L.L.C.                             07-11502
    Remy Sales, Inc.                               07-11503
    Remy, Inc.                                     07-11504
    Unit Parts Company                             07-11505
    Western Reman Industrial , Inc.                07-11506
    Western Reman Industrial, LLC                  07-11507
    World Wide Automotive, L.L.C.                  07-11508
    World Wide Automotive Distributors, Inc.       07-11509


Type of business: Remy Worldwide acts as a holding company of all
                  the outstanding capital stock of Remy
                  International Inc.  Remy International
                  manufactures, remanufactures and distributes
                  Delco Remy brand heavy-duty systems and Remy
                  brand starters and alternators, locomotive
                  products and hybrid power technology.  The
                  company also provides a worldwide components
                  core-exchange service for automobiles, light
                  trucks, medium and heavy-duty trucks and other
                  heavy-duty, off-road and industrial
                  applications.  Remy has operations in the United
                  Kingdom, Mexico and Korea, among others.
                  See http://www.remyinc.com/

Chapter 11 Petition Date: October 8, 2007

Court: District of Delaware (Delaware)

Debtors' Counsel: Douglas P. Bartner, Esq.
                  Fredric Sosnick, Esq.
                  Michael H. Torkin, Esq.
                  Shearman & Sterling LLP
                  599 Lexington Avenue
                  New York, NY 10022
                  Tel: (212) 848-4000
                  Fax: (212) 848-7179
                  http://www.shearman.com/

Debtors' Co-Counsel: Pauline K. Morgan, Esq.
                     Edmon L. Morton, Esq.
                     Kenneth J. Enos, Esq.
                     Young Conaway Stargatt & Taylor, LLP
                     The Brandywine Building
                     1000 West Street, 17th Floor
                     Wilmington, DE 19801
                     Tel: (302) 571-6600
                     Fax: (302) 571-6600
                     http://www.ycst.com/

Debtors' Claims Agent: Kurtzman Carson Consultants LLC
                       2335 Alaska Avenue
                       El Segundo, CA 90245
                       Tel: (866) 381-9100

Special Corporate Counsel: Greenberg Traurig, LLP

Auditor: Ernst & Young, LLP

Restructuring Advisor: AlixPartners, LLC

At Sept. 30, 2006, Remy International's balance sheet showed:

Total Assets: $919,736,000      

Total Debts:  $1,265,648,000

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
U.S. Bank N.A.                Bond Issuance         $165,000,000
60 Livingston Avenue
St. Paul, MN 55107-2292
Tel: (651) 495-3959
Fax: (651) 495-8100
Attn: Timothy Sandell

U.S. Bank N.A.                Bond Issuance         $150,000,000
60 Livingston Avenue
St. Paul, MN 55107-2292
Tel: (651) 495-3959
Fax: (651) 495-8100
Attn: Timothy Sandell

The Bank of New York          Bond Issuance         $145,000,000
2 north LaSalle Street
Suite 1020
Chicago, IL 60602
Tel: (312) 827-8548
Fax: (312) 827-8542
Attn: Linda Garcia

U.S. Custom and Border        Promissory Note         $7,279,286
Protection
Revenue Division
6650 Telecom Drive
Indianapolis, IN 46278

Attn: Robert B. Hamilton
      Director

Bocar S.A. de C.V.            Trade                   $3,452,641
Cruz Verde NO 169-1A
Mexico City, DF 04330
Tel: (+52) 722 279-6600
Fax: (+52) 555 422-2434
Attn: Raymundo Rodriguez

REA Magnet Wire Inc.          Trade                   $2,751,713
3600 East Pontiac Street
Ft. Wayne, IN 46803
Tel: (260) 421-7452
Fax: (260) 421-7349
Attn: Mike Hughes

A&E Auto Electric             Trade                   $2,246,049
P.O. Box 5418
Spartanburg, SC 29304
Tel: (864) 463-3257
Fax: (864) 464-7333
Attn: Nicole Miller

Osar (Italy)                  Trade                   $1,720,719
One Technology Ct.
Turin, Italy 10070
Tel: (390) 1192-41078
Fax: (390) 1192-41097
Attn: Paolo Salvi

Kolektor Group                Trade                   $1,686,398
Vaolkova 10
5280 Idrija
Idrija 29644
Tel: (412) 279-2980
Fax: (864) 409-8781
Attn: Rok Vodnik

Sankaku (Xiamen)              Trade                   $1,570,019
Auto Parts
NO 58-26 Wenyuan Road
Xiamen X 361004
Tel: 011-865922044010
Attn: Crystal Hu

Wells Manufacturing Corp.     Trade                   $1,526,938
26 South Brooke Street
Fond Du Lac, WI 54936-0070
Tel: (920) 929-6263
Fax: (920) 922-3585
Attn: Pedro Vila

Auto Electric Suppliers       Trade                   $1,514,492
3233 Commerce Parkway
Miramar, FL 33025
Tel: (800) 327-2258
Fax: (954) 435-0028
Attn: Mike Clausman

American Auto Parts           Trade                   $1,403,171
7007 North Austin Avenue
Niles, IL 60714-4601
Tel: (847) 647-7090
Fax: (847) 647-7581
Attn: Julie O'Reilly

Monopac SD                    Trade                   $1,272,675
17502 Jalan 4
Selangor, Malaysia
Tel: (60-3) 6318-6200
Fax: (60-3) 6138-6206
Attn: Danny Ng
      Gary Barut

Electro-Motive Diesel         Trade                   $1,208,085
P.O. Box 70530
Chicago, IL 60673
Tel: (800) 255-5355
Fax: (708) 387-6626
Attn: Tim Standish

Wetherill Associates Inc.     Trade                   $1,175,825
P.O. Box 827063
Philadelphia, PA 19182-7063
Tel: (800) 877-3340
Fax: (800) 948-6121
Attn: Sandy Huggens

Actron Technology Corp.       Trade                   $1,158,502
1F, No 12, Sec2
Nan-Kan Road
Luchu Hsiang
Taoyuan, Taiwan ROC
Tel: (886-3) 311-5555
Fax: (886-3) 311-9977
Attn: Jessie Chen

Lone Star Container           Trade                   $1,153,997
700 North Wildwood Drive
Irving, TX 75061
Tel: (972) 579-1551
Fax: (972) 554-6081
Attn: Jerry Hardison

Korea Delphi Automotive       Trade                     $990,981
Systems
408-1 ma Buk-Ri
Guseong-Eup
Youngin-Si
Gyeonggi-Do 449912
Tel: (82-3) 189-98612
Fax: (82-2) 761-9494
Attn: Ws Kang

Industrias Kirkwood           Trade                     $955,608
Calle 4 Norte No. 100
Ampliacion Parque
Toluca De Lerdo,
Mexico 50200
Tel: (52) 722 265-7564
Fax: (52) 722 265-7569
Attn: Norma Medina

BPS - Allied Parts            Trade                     $891,300
1122 Milledge Street
East Point, GA 30344
Tel: (404) 559-8571
Fax: (404) 559-8584
Attn: Jerry Boles

Quality Parts Supply          Trade                     $733,746
15844 South Interstate
Highway 35
Bruceville, TX 76630
Tel: (254) 857-4629
Fax: (254) 857-3527
Attn: Pat Patton

Caterpillar, Inc.             Trade                     $680,018
100 northeast Adams Street
Peoria, IL 61629
Tel: (309) 675-5592
Fax: (309) 675-9135
Attn: Mary Buck

Swift Transportation          Trade                     $608,761
2200 South 75th Avenue
Phoenix, AZ 85043
Tel: (602) 269-9700
Fax: (623) 907-7503
Attn: Ginnie Henkels

Hitachi Metals America        Trade                     $608,009
2101 South Arlington
Heights Road, Suite 116
Arlington Heights, IL 60005
Tel: (847) 364-7200
Fax: (847) 364-7279
Attn: Heather Kozlowski

Industrial Molding Corp.      Trade                     $603,539
616 East Slaton Road
Lubbock, TX 79404
Tel: (806) 474-1066
Fax: (806) 474-1168
Attn: Paula Olbham

HTG - Tiffin                  Trade                     $603,125
1988 County Road #593
Tiffin, OH 44883
Tel: (419) 447-2221
Fax: (419) 447-2842
Attn: Betty Hall

S&S Enterprises               Trade                     $584,854
(c/o Simmons)
3rd Floor Froebel Center
90-2
Seoul 135-10
Tel: (822) 501-2848
Fax: (956) 712-1409
Attn: Ben Lee
      Andrea Kim

Andra, LLC                    Promissory Note         Not Stated
714 East 8th Street
Anderson, IN 46012
Mobile: (765) 621-1053
Office: (765) 644-2803
Residence: (765) 649-2701
Fax: (765) 644-6675
Attn: William Surbaugh

Eagle I, LLC                  Promissory Note         Not Stated
714 East 8th Street
Anderson, IN 46012
Mobile: (765) 621-1053
Office: (765) 644-2803
Residence: (765) 649-2701
Fax: (765) 644-6675
Attn: William Surbaugh


ROADHOUSE GRILL: Case Summary & 24 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Roadhouse Grill, Inc.
             1750 North Florida Mango Road, Suite 102
             West Palm Beach, FL 33409

Bankruptcy Case No.: 07-18410

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        R.H.G. Acquisition Corporation             07-18414

Type of business: The Debtor owned 57 restaurants and franchised
                  12 branches to five other companies.  See
                  http://www.roadhousegrill.com

Chapter 11 Petition Date: October 8, 2007

Court: Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtors' Counsel: Craig I. Kelley, Esq.
                  Kelley & Fulton, P.A.
                  1665 Palm Beach Lakes Boulevard, Suite 1000
                  West Palm Beach, FL 33401
                  Tel: (561) 491-1200

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Roadhouse Grill, Inc.          $1 Million to         $1 Million to
                                $100 Million          $100 Million

R.H.G. Acquisition             $1 Million to         $1 Million to
Corporation                     $100 Million          $100 Million

A. Roadhouse Grill, Inc's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Prime Gaming Philippines,      unsecured note          $3,596,164
Inc.
Berjaya Group (Cayman)
Ltd./Berjaya Corp. Berhad/
Level 12/Berjaya Times
Square/No. 1 Jalam Imbi
55100 Kuala Lumbur
Malaysia

C.O.I. Food Service            trade debt              $3,262,827
P.O. Box 538135
Atlanta, GA 30353-8135

CORSAIR Special Situations     unsecured note          $1,786,542
Funds
747 3rd Avenue, 36th Floor
New York, NY 10017

C.N.L. Funding 2000-A, L.P.    unsecured loan            $454,421
C.N.L. A.P.F. Partners, L.P.
8377 East Hartford Drive,
Suite 200
Scottsdale, AZ 85255

Auto-Chlor System              trade debt                $178,099

Wachovia Insurance Services    trade debt                $178,099

First Insurance Funding        trade debt                $169,491
Corp.

T.W.C. Corp. (Florida)         trade debt                 $41,060

Anchor Restaurant Supply       trade debt                 $40,246

Mr. Greenjeans Produce         trade debt                 $36,057

Tarantino Food Service         trade debt                 $35,196

B.F.I. of North America, Inc.  trade debt                 $33,500

First Choice Produce           trade debt                 $32,376

Standard Coffee Co.            trade debt                 $29,260

Global Restaurant Equipment    trade debt                 $28,938

Advo, Inc.                     trade debt                 $27,851

Phoenix Wholesale Foods        trade debt                 $27,525

NuCo2, Inc.                    trade debt                 $24,052

Express Scripts, Inc.          trade debt                 $22,317

Yankee Produce Co.             trade debt                 $21,694

B. R.H.G. Acquisition Corporation's Four Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Prime Gaming Philippines,      unsecured note          $3,596,164
Inc.
Berjaya Group (Cayman)
Ltd./Berjaya Corp. Berhad/
Level 12/Berjaya Times
Square/No. 1 Jalam Imbi
55100 Kuala Lumbur
Malaysia

Tonto Capital Partners, G.P.   trade debt                 $26,901
c/o Ayman Sabi
1440 SOuth Ocean Boulevard,
Apartment 11-B
Pompano Beach, FL 33062

American Stock Transfer &                                  $4,854
Trust
59 Maiden Lane, Plaza Level
New York, NY 10038

Steve Saterbo                                             unknown


SEA CONTAINERS: Wants to Allocate Funds to Two Non-Debtor Units
---------------------------------------------------------------
Sea Containers Ltd. and its debtor-affiliates ask the U.S
Bankruptcy Court for the District of Delaware for permission to
allocate:

  (a) $300,000 of the funds remaining in the Finnjet Reserve;

  (b) $100,000 of the funds received by SC Treasury from SC Opera;
      and

  (c) $500,000 of the funds remaining in the Contingency
      Reserve,

to their non-debtor subsidiaries, Periandros S.A. and Pualista
Containers Maratismos Ltda.

The $900,000 requested allocation will be used to fund $400,000
worth of repair and maintenance costs incurred by Periandros and
$500,000 worth of land taxes and associated legal costs incurred
by Paulista, Sean T. Greecher, Esq., at Young Conaway Stargatt &
Taylor, in Wilmington, Delaware, says.

Mr. Greecher relates that the allocation of funds to Periandros
and Paulista will allow them to satisfy certain of their
outstanding liabilities, which in turn allow them to maintain the
operation of their businesses for a sufficient time to allow for
the marketing and maximization of the sale or disposal value of
the businesses to the ultimate benefit of the Debtors' estates
and creditors.

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.  In its schedules filed
with the Court, Sea Containers disclosed total assets of
$62,400,718 and total liabilities of $1,545,384,083.  The Debtors'
exclusive period to file a chapter 11 plan expires on Dec 21,
2007.  (Sea Containers Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).  


SECURITY WITH: Closes $3.6 Mil. Funding from Warant Conversion
--------------------------------------------------------------
Security With Advanced Technology has closed on $3.6 million in
funding from a warrant conversion, generating funds to be used for
marketing, promotions, inventory, tooling, working capital and
general corporate expenses.

"This funding is a great boost for the company and will assist our
efforts towards our goals and objectives and to support our
business plans," Scott Sutton, president and CEO of Security With
Advanced Technology, said.  "We are also very happy with the
USPTO's decision to re-examine PepperBall's patents and believe it
is a positive step in the defense of our lawsuit."

The holders of approximately 1,165,000 "B" Warrants originally
issued in connection with SWAT's October 2006 private placement
agreed to exercise their warrants at $3.20 each, generating gross
proceeds to SWAT of approximately $3,606,000.  The "B" Warrants
were originally exercisable for a maximum of 1,492,500 shares of
SWAT's common stock at $4.75 per share.

Pursuant to the Warrant Conversion Agreements entered into in
connection with the offering, SWAT issued an aggregate of
approximately 305,000 shares of its Common Stock and an aggregate
of 860,000 shares of its Series A Preferred Stock upon exercise of
the "B" Warrants.  

The closing of the Warrant Conversion Agreements was completed
effective Sept. 28, 2007.  The Series A Preferred Stock is non-
voting, pays no dividends, contains no liquidation preference and
is convertible into one share of Common Stock for each share of
Series A Preferred Stock owned.

As part of the Warrant Conversion Agreements, each holder of "B"
Warrants that exercised its "B" Warrants also received "B"
Replacement Warrants equal to the number of "B" Warrants exercised
at $3.20 per share.  

Accordingly, an aggregate of 1,165,500 "B" Replacement Warrants
were issued by SWAT to such holders.  The "B" Replacement Warrants
are exercisable for shares of SWAT's Common Stock at $4.30 per
share commencing six months from the date of issuance of the "B"
Replacement Warrants and ending on the three year anniversary of
such date.

Further, the "B" Replacement Warrants may be exercised on a
cashless basis beginning one year following the date of issuance
of the "B" Replacement Warrants.  The terms of the "B" Replacement
Warrants contain terms that are substantially identical to the
terms of the original "B" Warrants.

On Sept. 28, 2007, Security With Advanced Technology received
communications from the USPTO concerning SWAT's request that two
patents issued to PepperBall (US Patent Nos. 6,393,992 and
7,194,960) be re-examined by the USPTO in connection with the
patent infringement lawsuit initiated by PepperBall on
April 13, 2007.  The USPTO granted Security With Advanced
Technology's requests to re-examine these two patents based upon
12 of 13 substantial new questions of patentability submitted to
the USPTO by Security With Advanced Technology.  

            About Security With Advanced Technology Inc.

Security With Advanced Technology Inc. (Nasdaq: SWAT) --
http://www.swat-systems.com/-- provides critical, high-tech   
security products and services, which include non-lethal
protection devices, tactical training services, surveillance and
intrusion detection systems and mobile digital video surveillance
solutions.  SWAT's products and services are designed for
government agencies, military and law enforcement, in addition to
transportation, commercial facilities and non-lethal personal
protection segments.

                      Going Concern Doubt

GHP Horwath P.C. expressed substantial doubt about Security With
Advanced Technology 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 reported that the
company did not generate significant revenues in 2006, reported a
net loss of approximately $9,347,000 and consumed cash in
operating activities of approximately $5,651,000 for the year
ended Dec. 31, 2006.

The company incurred a net loss and utilized net cash in operating
activities of $8.6 million and $5 million, respectively, for the
six months ended June 30, 2007.


SENTINEL MANAGEMENT: Quinn Emanuel Okayed as Committee's Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Sentinel
Management Group Inc. obtained permission from the United States
Bankruptcy Court for the Northern District of Illinois to retain
Quinn Emanuel Urquhart Oliver & Hedges LLP as its bankruptcy
counsel.

As the Committee's counsel, Quinn Emanuel is expected to:

    a. advise the Committee with respect to its rights, powers,
       and duties in the Debtor's bankruptcy proceedings;

    b. assist and advise the Committee in its consultations with
       the Debtor and the Trustee regarding administration of the
       case;

    c. assist the Committee in analyzing the claims of Sentinel's
       creditors and in negotiating with these creditors;

    d. assist with the Committee's investigation of the acts,
       conduct, assets, liabilities, and financial condition of
       Sentinel, and the operation of its business;

    e. assist the Committee in its analysis of, and negotiations
       with, the Debtor, the Trustee, or any third party
       concerning matters relates to, among other things, the
       terms of a chapter11 plan for the Debtor;

    f. assist and advise the Committee with respect to its
       communications with the general creditor body regarding
       significant matters in the case;

    g. represent the Committee at all hearing and other
       proceedings, unless attendance by the Committee's co-
       counsel would be more efficient;

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

    i. assist the Committee in preparing pleading and applications
       as may be necessary in furtherance of the Committee
       interests and objectives; and

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

The Committee tells the Court that partners of the firm bill
between $615 to $875 per hour.  Other attorneys bill between $365
and $875 per hour while legal assistants hourly rates range from
$235 to $260.

Susheel Kirpalani, Esq., a parent at Quinn Emanuel, assures the
Court that his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Mr. Kirpalani can be reached at:

         Susheel Kirpalani, Esq.
         Quinn Emanuel Urquhart Oliver & Hedges, LLP
         51 Madison Avenue
         New York, NY 10010
         Tel: (212) 849-7000
         Fax: (212) 849-7100
         http://www.quinnemanuel.com/

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- is a full service firm offering a     
variety of security solutions.  The company filed a chapter 11
petition on August 17, 2007 (Bankr. N.D. Ill. Case No. 07-14987).
Ronald Barliant, Esq., Randall Klein, Esq., and Kathryn A.  
Pamenter, Esq., at Goldberg, Kohn, Bell & Black Rosenbloom &  
Moritz, Ltd. represent the Debtor.  When the Debtor sought
bankruptcy protection, it listed assets and debts of more than
$100 million.  The Debtor's exclusive period to file a plan
expires on Dec. 17, 2007.

In Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Mr. Grede selected Catherine L.
Steege, Esq., Christine L. Childers, Esq., and Vincent E. Lazar,
Esq., at Jenner & Block LLP as his counsels.


SENTINEL MANAGEMENT: Court Okays DLA Piper as Panel's Co-Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Sentinel
Management Group Inc. obtained permission from the United States
Bankruptcy Court for the Northern District of Illinois to retain
DLA Piper US LLP as its bankruptcy co-counsel.

The firm will:

    a. advise the Committee on local practice, Court and Trustee
       procedures and concerning administration of these cases;

    b. appear at all court hearings, as requested by the Committee
       and prepare and review pleadings, motions and
       correspondence in connection with the bankruptcy
       proceedings;

    c. consult with the Trustee and his counsel on general case
       administration, budgets and retention of professionals;

    d. act as local counsel and handle appropriate filings and
       service;

    e. monitor regulatory investigations of the Debtor by the SEC,
       CFTC, NFA and advise the Committee on the impact of
       creditors or customers; and

    f. provide the Committee with other services as may be
       requested by the Committee provided that these services are
       not duplicative of services being rendered by Quinn Emanuel
       Urquhart Oliver & Hedges, LLP, the Committee's counsel.

The Committee discloses that professionals of the firm bill
between $80 to $550 per hour.  The Committee further discloses
Mark A. Berkoff, Esq., will bill $640 per hour for this engagement
while Marc I. Fenton, Esq., will bill $550.

To the best of the Committee's knowledge, the firm is
disinterested as that term is defined in Section 101(14) of the
Bankruptcy Code.

The firm's attorneys can be reached at:

         Mark A. Berkoff, Esq.
         DLA Piper US LLP
         203 North LaSalle Street, Suite 1900
         Chicago, Illinois 60601-1293
         Tel: (312) 368-7090
         Fax: (312) 630-7314
         http://www.dlapiper.com/

          --- and ---

         Marc I. Fenton, Esq.
         DLA Piper US LLP
         203 North LaSalle Street, Suite 1900
         Chicago, Illinois 60601-1293
         Tel: (312) 368-7082
         Fax: (312) 630-5348
         http://www.dlapiper.com/

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- is a full service firm offering a     
variety of security solutions.  The company filed a chapter 11
petition on August 17, 2007 (Bankr. N.D. Ill. Case No. 07-14987).
Ronald Barliant, Esq., Randall Klein, Esq., and Kathryn A.  
Pamenter, Esq., at Goldberg, Kohn, Bell & Black Rosenbloom &  
Moritz, Ltd. represent the Debtor.  When the Debtor sought
bankruptcy protection, it listed assets and debts of more than
$100 million.  The Debtor's exclusive period to file a plan
expires on Dec. 17, 2007.

In Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Mr. Grede selected Catherine L.
Steege, Esq., Christine L. Childers, Esq., and Vincent E. Lazar,
Esq., at Jenner & Block LLP as his counsels.


SENTINEL MANAGEMENT: U.S. Trustee Appoints Nine-Member Committee
----------------------------------------------------------------
The U.S. Trustee for Region 11 appointed three creditors to the
Official Committee of Unsecured Creditors in the Chapter 11 case
of Sentinel Management Group Inc.

The Committee members are:

    1. Discus Master Ltd.
       CraigMuir Chambers
       P.O. Box 71
       Road Town, Tortola
       British Virgin Islands

       Representative: Philippe Jordan

    2. Jump Trading
       600 West Chicago Avenue #825
       Chicago, IL 60610

       Representative: William DiSomma

    3. Penson GHCO
       600 West Chicago Avenue, Suite 775
       Chicago, IL 60610

       Representative: Carl Gilmore

    4. Rotchford Barker
       40 County Road 2AC
       P.O. Box 2080
       Cody, WY 82414

       Representative: Rotchford Barker

    5. JEM Commodity Relative Value Fund LP
       28 Southwest 1st Avenue, Suite 420
       Portland, OR 97201

       Representative: John Moody

    6. Vision Financial Markets LLC
       4 High Ridge Park, Suite 100
       Stamford, CT  06905

       Representative: Michael Doherty
                       125 South Wacker, Suite 2000
                       Chicago, IL 60606

    7. BC Capital Fund A, LLC
       2813 Northwood Circle
       Corning, NY 14830

       Representative: Timothy Currie

    8. Kottke Associates LLC
       141 West Jackson, Suite 1220
       Chicago, IL 60604

       Representative: Carmen Soldato

    9. FC Stone LLC
       141 West Jackson, Suite 2730
       Chicago, IL 60604

       Representative: Clarence C. Delbridge, III

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

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- is a full service firm offering a     
variety of security solutions.  The company filed a chapter 11
petition on August 17, 2007 (Bankr. N.D. Ill. Case No. 07-14987).
Ronald Barliant, Esq., Randall Klein, Esq., and Kathryn A.  
Pamenter, Esq., at Goldberg, Kohn, Bell & Black Rosenbloom &  
Moritz, Ltd. represent the Debtor.  When the Debtor sought
bankruptcy protection, it listed assets and debts of more than
$100 million.  The Debtor's exclusive period to file a plan
expires on Dec. 17, 2007.

In Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Mr. Grede selected Catherine L.
Steege, Esq., Christine L. Childers, Esq., and Vincent E. Lazar,
Esq., at Jenner & Block LLP as his counsels.


SOUEIDAN GAS: Files List of Seven Largest Unsecured Creditors
-------------------------------------------------------------
Soueidan Gas & Mini Mart Inc. filed with the U.S. Bankruptcy
Court for the Eastern District of Michigan a list of its seven
largest unsecured creditors.

      Entity                             Claim Amount
      ------                             ------------
      Business Loan Center                 $3,097,462
      1633 Broadway, 39th Floor            (1,700,000
      New York, NY 10019                     secured)

      Moussa and Hala Soueidan               $140,000
      529 Gulley Dearborn
      Heights, MI 48127

      City of Southgate                       $39,649

      Oscar Larson                            $37,000
                         
      Western Union                           $24,905

      City of Southgate                       $14,000

      DTE Energy                              $13,000

Headquartered in Southgate, Michigan, Soueidan Gas & Mini Mart
Inc. offers car washing services.  The company filed for Chapter
11 protection on Aug. 14, 2007 (Bankr. E.D. Mich. Case No.
07-55957).  When the Debtors filed for protection from its
creditors, it listed assets and debts between $1 million and
$100 million.


SPACEHAB INC: NASDAQ Says Bid Price and Net Income Non-Compliant
----------------------------------------------------------------
SPACEHAB Incorporated received a NASDAQ Staff Determination letter
on Oct. 2, 2007, indicating that the company fails to comply with
NASDAQ Marketplace Rules 4310(c)(4) and 4310(c)(3), and that its
securities are, therefore, subject to delisting from The NASDAQ
Capital Market.

Marketplace Rule 4310(c)(4) requires that the company maintain a
$1 bid price.  After earlier notices of non-compliance with the
requirement, the company was granted a grace period, which expired
on Oct. 1, 2007.  

On Sept. 28, 2007, the company is also not in compliance with
Marketplace Rule 4310(c)(3) which requires the company to have
$500,000 of net income from continuing operations for the  
recently completed fiscal year or two of the three most recently
completed fiscal years; or $35,000,000 market value of listed
securities; or $2,500,000 in stockholders' equity.

The company plans to request a hearing before a NASDAQ Listing
Qualifications Panel to present its plan of compliance and request
continued listing pending the completion of the plan. However,
there can be no assurance the Panel will grant the company's
request for continued listing.

                  About Spacehab Incorporated

Headquartered in Webster, Texas SPACEHAB Incorporated –
http://www.spacehab.com/-- provides commercial space products and  
services to NASA, International space agencies, Department of
Defense, and private customers worldwide.  It develops and
operates space flight hardware assets, and provides manned and
unmanned payload processing services.  The company operates in
three segments: SPACEHAB Flight Services, Astrotech Space
Operations, and SPACEHAB Government Services.

At June 30, 2007, the company's balance sheet showed $72,475,000
in total assets and $85,606,000 in total liabilities, resulting a
$13,131,000 stockholders' equity.  The company had a working
capital deficit of $5,545,000 at June 30, 2007.

The company posted a $16,292,000 net loss on $52,762,000 of total
revenues for the year ended June 30, 2007, as compared with a
$12,397,000 net loss on $50,746,000 of total revenues in the prior
year.  The company also posted an operating loss of $12,830,000 at
June 30, 2007, compared with a $7,191,000 operating loss in the
prior year.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 1, 2007,
PMB Helin Donovan LLP in Houston, Texas, expressed substantial
doubt about Spacehab Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended June 30, 2007.  The auditing firm
pointed that the company has sustained recurring losses and
negative cash flow from operations.


TERWIN MORTGAGE: Poor Credit Support Cues S&P to Downgrade Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B-2 and B-3 asset-backed certificates from Terwin Mortgage
Trust Series TMTS 2004-11HE.  S&P downgraded class B-2 to 'BB'
from 'BBB' and downgraded class B-3 to 'B' from 'BBB-'.  S&P also
removed our rating on class B-3 from CreditWatch, where it was
placed with negative implications on May 25, 2007.
     
The lowered ratings reflect the recent deterioration of available
credit support.  As of the September 2007 remittance period, the
current and projected credit support levels were not sufficient
for the previous ratings.  The six- and 12-month average losses
for this series were approximately $109,000 and
$106,000, respectively, and have outpaced monthly excess interest
for most of the past 12 months.  This transaction is 36 months
seasoned and has realized $1.87 million in cumulative losses.  
While this deal is passing its triggers, overcollateralization
will most likely step down during the next distribution period and
further erode available support. Total and serious delinquencies
are 16.30% and 12.23%, respectively, of the current principal
balance.
     
The collateral backing this transaction consists of subprime,
fixed- and adjustable-rate, first-lien mortgage loans.


TXU CORP: Fitch Downgrades Issuer Default Rating to B
-----------------------------------------------------
Fitch downgraded the long-term issuer default rating of TXU Corp.
to 'B' from 'BB+' and has taken various rating actions on TXU
subsidiaries.  

The ratings actions reflect the financial structure that will be
put in effect to fund the pending acquisition of TXU Corp. in a
leveraged transaction.  The IDR of Texas Competitive Electric
Holdings LLC is also downgraded to 'B' from 'BBB-'. The IDR of
TXU's regulated transmission and distribution utility subsidiary,
Oncor Electric Delivery is affirmed at 'BBB-' as a result of the
ring-fencing mechanisms that provides a reasonable measure of
insulation to Oncor from the rest of the TXU group.

However, the senior unsecured rating of Oncor was lowered by one
notch to 'BBB-' as a result of management's intent to convert the
substantial majority of Oncor's existing unsecured debt to secured
debt.  The rating watch negative is removed from all TXU group
issuers and the Rating Outlook is Stable for TXU, Oncor and TCEH.  
About $47 billion of debt and credit facilities are affected by
today's ratings actions.

The downgrade of TXU and its indirect subsidiary to 'B' reflects
the significant debt leverage and weak cash flow coverage ratios
that will result from completion of the LBO merger transaction
that is scheduled to close on Oct. 10, 2007. TXU is being acquired
for approximately $46 billion by a limited partner sponsor group
lead by affiliates of Kohlberg, Kravis and Roberts and Texas
Pacific Group.

The significant amounts of debt that will result from closing of
the LBO and aggressive financial strategy are Fitch's most
significant rating concerns.  The consolidated ratio of (FFO +
Interest)/Interest is forecasted to be about 1.4x as of
Dec. 31, 2008, with consolidated debt forecasted at more than 8:1
x trailing 12 months EBITDA at that date.  

Additional rating concerns include: the risk of retail customer
loss or margin reduction; construction risk related to three new
lignite plants; commodity price fluctuations to the extent not
covered by financial hedges, and risks associated with any adverse
changes in the Texas retail or wholesale electric market structure
or environmental regulation.  Although much of the price risk
associated with the expected energy output of baseload generation
units is hedged through forward sales of natural gas for the next
five years, TCEH retains some commodity price risk associated with
the use of gas derivatives to hedge electric power output and
fluctuation in the market implied heat rate.

Electricity prices in TCEH's market are largely driven by natural
gas prices because of the dependence on gas-fired generation.  On
balance, TXU's business portfolio benefits from high prices;
however, in Fitch's view, continuation of high and volatile power
prices would increase the risk that politicians may become
pressured to pass laws to cap rates or change the market
structure.

Post-merger liquidity of TXU and TCEH is considered satisfactory.  
There is a considerable amount of availability under various long
term secured credit facilities at TCEH that may be drawn to
supplement internal cash flow.  In addition, the pay-in-kind
toggle feature of the new TCEH and TXU notes can be utilized to
preserve liquidity.  TCEH will have about $3.95 billion of
committed revolving and letter of credit facility availability at
closing and also will have a collateral facility to provide
'right-way' collateral support for certain hedge transactions with
no dollar cap.  In addition, there will be about $2 billion of
availability under the $4.1 billion delayed draw term loan for
funding construction costs of the three lignite units that are
scheduled to enter commercial operation in 2009 and 2010 as well
as environmental compliance investments.

TXU's ratings are supported by: ownership of lignite and nuclear
base-load generation assets in the tightening Electric Reliability
Council of Texas market where prices are set by natural gas for
about 90% of the hours each year: strong wholesale generation and
utility operations; above average growth of the market; and the
cash flow stability of the regulated transmission and distribution
operations.  Fitch anticipates a continued tightening of capacity
reserve margins in Texas, which is favorable for cash flow
prospects.  The ownership of lignite reserves and mine-mouth
production assure relatively stable and low unit costs of
production and limit TCEH's dependence on long-distance
transportation of fuels.

The individual issue ratings at TXU and TCEH are notched above or
below the 'B' IDR of these issuers as a result of their relative
recovery prospects based on an enterprise valuation in a
hypothetical default scenario.  Individual plant valuations were
derived using Fitch's wholesale power market model verified by
comparison with transaction values per unit of capacity in
transactions.  The valuations of Oncor and the retail business
were based on a stressed EBITDA multiple.  Fitch used conservative
valuation assumptions for the retail electric provider business
given the limited history, intense competition, lack of comparable
transactions, and weak earnings history of retail.

Even under Fitch's below-market energy pricing assumptions, ($6
natural gas price) the senior secured credit facilities at TCEH
have outstanding recovery prospects and as a result the senior
secured issues are rated 'BB', three notches above the IDR.  The
new unsecured notes at TXU are rated 'B+', indicating above-
average recovery prospects, which results from indirect ownership
of Oncor's equity and the relatively stable enterprise value of
that business.  As a result of their respective guarantees, the
new unsecured cash-pay and PIK toggle notes at TXU and TCEH are
relatively superior to the unsecured debt without guarantees
incurred by these issuers prior to the LBO.  Consequently, issue
ratings for those outstanding issues without guarantees have been
profoundly downgraded, reflecting their low recovery prospects in
a Fitch's default scenario.

The 'BBB-' IDR of Oncor reflects its investment grade standalone
credit metrics.  Oncor and its owners will implement several ring-
fencing mechanisms to insulate Oncor from the rest of the TXU
group.  In Fitch's hypothetical TXU default scenario, Fitch did
not presume an Oncor default.  Oncor creditors would obtain full
recovery and the residual equity value would enhance the recovery
prospects of TXU creditors.

The ring-fencing stems from management policies, regulatory ring-
fencing initiatives that are incorporated in a settlement
agreement filed with the Public Utilities Commission of Texas, and
covenants in Oncor's new $2 billion revolving credit facility.  
While the ring-fencing is considered sufficient to retain
investment grade ratings, it is imperfect; rating linkage stems
from shared tax filings, pension, operational linkage and counter-
party accounts receivable risk.

New Ratings:

TXU Corp:

   -- New senior unsecured debt (guaranteed) 'B+'/RR3.

Texas Competitive Electric Holdings (formerly known as TXU Energy
Co LLC):

   -- Various senior secured facilities 'BB/RR1';
   -- New senior unsecured debt (guaranteed) 'B+/RR3'.

Oncor Electric Delivery Company (formerly known as TXU Electric
Delivery Co):

   -- Secured bank facility and secured notes 'BBB'.

Fitch downgraded these ratings:

TXU Corp.

   -- IDR to 'B' from 'BB+';

   -- Senior unsecured debt to 'CCC+'/RR6 from 'BB+' (non-
      guaranteed).

TXU US Holdings Inc.:

   -- IDR to 'B' from 'BB+';
   -- Secured debt to 'CCC+/RR6' from 'BB+'
   -- Unsecured debt to 'CCC+'/RR6 from 'BB+'

Texas Competitive Electric Holdings (formerly known as TXU Energy
Co LLC):

   -- IDR to 'B' from 'BBB-';
   
   -- Senior unsecured debt (non-guaranteed) consisting of
      various pollution control bonds issued by the Brazos
      River Authority, Sabine River Authority, and Trinity
      River Authority for TXU projects to 'B-/RR5' from 'BBB-';

Oncor Electric Delivery Company (formerly known as TXU Electric
Delivery Co):

   -- Senior unsecured notes to 'BBB-' from 'BBB'

Fitch affirmed these ratings:

Oncor Electric Delivery Company (formerly known as TXU Electric
Delivery Co):

   -- Long term IDR affirmed at 'BBB-';
   -- Short term IDR affirmed at 'F3'.

These ratings have been withdrawn:

TXU Corp:

   -- Commercial Paper/Short term IDR 'B'.

Texas Competitive Electric Holdings:

   -- Short-term rating downgraded to 'B' from 'F3' and
      withdrawn.


U.S. AIRWAYS: Flight Attendants to Hold Rally on October 16
-----------------------------------------------------------
Flight attendants of US Airways Group Inc., America West Airlines
Inc. and Mesa Air Group Inc., both in the middle of negotiations,
will rally at the Phoenix Sky Harbor International Airport on
Oct. 16, 2007, 12:00 p.m. to 2:00 p.m. to demand contract
improvements.  With the support of hundreds of fellow flight
attendants from 20 carriers, all represented by the Association of
Flight Attendants-CWA, US Airways, America West and Mesa Air
flight attendants will send a strong, resounding message to the
airlines' management that it is time to move negotiations forward
and agree to fair contracts.

After years of concessionary agreements and stalling by
management, flight attendants across the industry have had enough
and are ready to fight back.  Now they are coming together in a
show of unity and strength.

Due to Mesa's poverty level wages, flight attendant turnover at
the airline is skyrocketing, only adding to the airline's
operational problems.  However, while management should be focused
on retaining employees and providing them with a living wage, Mesa
management is taking company profits and sending them to China
where they are in the process of building a new foreign airline.  
For over a year, while the company has been making money,
management continues to try and force the flight attendants into
accepting a concessionary agreement similar to those seen during
the bankruptcy process.

At the newly merged US Airways, flight attendants are demanding
contract improvements.  Flight attendants from America West (US
Airways West) have not seen a pay increase in over four years.  US
Airways flight attendants continue to work under a concessionary
agreement put in place during the last bankruptcy, which eroded
pay scales, terminated pensions and slashed benefits.  Passengers
have been exposed to poor operations, short staffing, delays, and
merger related system failures.  Yet while employee and passenger
relations continue to decline, US Airways management has reaped
millions in bonuses.

In addition to Mesa and US Airways flight attendants, there will
be over 200 flight attendants from carriers across the country, as
well as local political and labor officials.

                        About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in
their restructuring efforts.  In the Company's second bankruptcy
filing, it lists $8,805,972,000 in total assets and $8,702,437,000
in total debts.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.

                          *     *     *

US Airways Group Inc.'s $1.6 billion secured credit facility due
2014, currently being syndicated, carries Standard & Poor's
Ratings Services 'B' rating.  That rating was assigned in March
2007.


U.S. DRY: Buying Team Enterprises & Bell Hop Assets for $6.13 Mil.
------------------------------------------------------------------
U.S. Dry Cleaning Corporation together with its subsidiaries, USDC
Fresno Inc. and USDC Fresno 2 Inc., entered into a master purchase
agreement, pursuant to the company acquiring substantially all the
assets and certain liabilities of Team Enterprises Inc., Bell Hop
Cleaners of California Inc., Team Equipment Inc. and Fabricare
Services Inc., including 18 dry cleaning stores in Fresno,
California and 2 dry cleaning stores in Arizona, for approximately
$6.13 million, subject to the terms and conditions.

Under the purchase agreement, the company will purchase these
assets through $3,067,000 in cash and $3,067,000 shares of the
company's common stock, subject to a maximum price of $3.50 per
share.

At the acquisition closing date, the company will deposit with an
escrow agent $2,000,000 of the company's common stock as partial
satisfaction of the purchase price and will enter into an Escrow
Agreement with Andrew B. Jones, as Shareholders' Agent, and the
Escrow Agent.

The board of directors of the company, Fresno Sub, Fresno 2 Sub,
Team Enterprises, Bell Hop, Team Equipment and FSI have
unanimously approved the Purchase Agreement and the parties have
made customary representations, warranties and covenants in the
Purchase Agreement for a transaction of this type.  

The survival period of the representations and warranties made by
the parties is 24 months.  Team Enterprises, Bell Hop, Team
Equipment and FSI will indemnify the company for any breaches of
their representations and warranties and covenants up to a maximum
amount of the Escrow Shares deposited into escrow.

The company, Fresno Sub and Fresno 2 Sub will only assume
equipment leases and other specified liabilities of Team
Enterprises, Bell Hop, Team Equipment and FSI in the acquisition,
and will not assume any indebtedness for borrowed money.

Fresno Sub has agreed to enter into a three year Employment
Agreement with Tom Jones as district president - Fresno.  The
Employment Agreement will provide for base compensation and
severance through the term of the Employment Agreement in the
event Mr. Jones is terminated by the company without cause.

Fresno Sub and Fresno 2 Sub will enter into a Non-Compete
Agreement with each of the Shareholders for a five year term,  
subject to the terms and conditions.

                     About US Dry Cleaning

Headquartered in Palm Springs, California, US Dry Cleaning
Corporation (OTC:UDRY) fka First Virtual Communications Inc. --
http://www.usdrycleaning.com/--  is engaged in laundry and dry  
cleaning business and operates in Honolulu and Palm Springs.
Incorporated in October 1993, U.S. Dry Cleaning is focused on
acquiring profitable businesses that hold a leading share in their
individual markets.

                     Going Concern Doubt

On Nov. 14, 2006, Squar Milner Miranda & Williamson LLP, in
Newport Beach, California, expressed substantial doubt about US
Dry Cleaning Corporation's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Sept. 30, 2006.  The auditors pointed to the
company's recurring losses from operations and an accumulated
deficit of approximately $6.9 million.


VERTIS COMMS: June 30 Balance Sheet Upside-Down by $594 Million
---------------------------------------------------------------
Vertis Communications fka Vertis Inc. reported financial results
with the U.S. Securities and exchange Commission for three months
and six months ended June 30, 2007.  Vertis Communications'
June 30 balance sheet showed total assets of $798.9 million and
total liabilities of $1.4 billion, resulting in a $594.9 million
stockholders' deficit.

Revenue for the second quarter of 2007 was $332.1 million versus
$350.5 million in the second quarter of 2006.  The 5.2% decline
was primarily the result of a continuing weakness in Advertising
Inserts.  Revenue in the Direct Mail segment was up slightly.

On a year-to-date basis, revenue was $662.8 million, a decrease of
$35.8 million or 5.1%, from revenue of $698.6 million in the first
half of 2006.  The decrease was driven by revenue declines in
Advertising Inserts and our "Other" segment, which were somewhat
offset by revenue growth in Direct Mail.

Net loss during the quarter grew to $19.7 million from
$5.0 million in the same quarter one year ago.  Through June 30,
2007, the net loss amounted to $44.9 million versus
$26.6 million in the corresponding period in the prior year.  The
decline in revenues was the main driver of the increased loss.

                       Cash and Liquidity

The company ended the six month period with $6.0 million
in cash and debt of $1,124.3 million.  In addition, the
off-balance sheet Accounts Receivable facility stood at
$110.1 million.  The company ended the six month period with $92.6
million available on its $250 million senior credit facility.  
Last 12-month Adjusted EBITDA calculated for covenant purposes was
$144.1 million or $19.1 million above the minimum requirement.

                       Management Comments

"Although the environment remains challenging, our overall second
quarter and first half financial results were, for the most part,
in-line with our expectations," Mike DuBose, Chairman and Chief
Executive Officer commented.  "During the second quarter we
continued to pursue our key turnaround initiatives focused on
aggressively addressing the root causes of the quality,
performance and customer service issues which impacted the Company
in previous years.  In addition, we further upgraded the
organizations and infrastructure necessary to drive profitable
growth into the future.  Our initiatives are beginning to yield
results in our quality, customer service and operating efficiency.

"In several cases our performance improvements in these areas have
been noted by our customers, as significant.  We have also made
improvements in our selling, pricing and new business capture
processes.  We continue to see opportunities to improve efficiency
and lower costs while simultaneously capturing new profitable
business as well as providing additional value added products and
services to our existing customers.  While much work remains to be
done, we are pleased overall with the progress and confident that
we are positioning Vertis for a stronger future."

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?2423

                   About Vertis Communications

Vertis Communications, fka Vertis Inc., a wholly owned subsidiary
of Vertis Holdings -- http://www.vertisinc.com/-- is a marketing  
partner to a number of clients, including several Fortune 500
companies.  The company offers consulting, creative, research,
direct mail, media, technology and production services.  It also
provides print advertising, direct marketing solutions, and
similar services to America's retail and consumer services
companies.


VERTIS COMMS: Terminates LOI to Merge with American Color
---------------------------------------------------------
Vertis Communications fka Vertis Inc. terminated a July 21, 2007
letter of intent, as amended on Aug. 14, 2007, with ACG Holdings
Inc. relating to the proposed merger between Vertis Communications
and ACG Holdings Inc.

As reported in the Troubled Company Reporter on July 25, 2007,
Vertis Communications and American Color signed a letter of intent
to merge the operations of ACG into Vertis' nationwide marketing
and printing services platform.  The owners of ACG  would have
received 10% of the combined company's common equity and 8% of the
mezzanine subordinated notes of Vertis Holdings.  

The agreement of Sept. 13, 2007, between Vertis Inc., American
Color Graphics, Inc., and ACG Holdings, Inc. and certain
Consenting Noteholders expired by its terms on Sept. 29, 2007.

Vertis conveyed an offer with a deadline of midnight on
Sept. 30, 2007 and received no affirmative response.  Vertis
therefore terminated the letter of intent, but is prepared to
entertain further discussions.

                 About American Color Graphics

Headquartered in Brentwood, Tennessee, American Color Graphics
Inc. -- http://www.americancolor.com/-- is engaged in printing of  
advertising inserts and newspaper products in the United States.  
The company is a wholly owned subsidiary of ACG Holdings Inc.   
The company operates in two segments: print and premedia services.  
Customers for its print services include about 230 national and
regional retailers and approximately 155 newspapers.  The premedia
services segment provides its customers with a solution for the
preparation and management of materials for printing, including
the design, creation and capture; manipulation; storage;
transmission, and distribution of images.

                  About Vertis Communications

Vertis Communications, fka Vertis Inc., a wholly owned subsidiary
of Vertis Holdings -- http://www.vertisinc.com/-- is a marketing  
partner to a number of clients, including several Fortune 500
companies.  The company offers consulting, creative, research,
direct mail, media, technology and production services.  It also
provides print advertising, direct marketing solutions, and
similar services to America's retail and consumer services
companies.


VERTIS INC: S&P Revises CreditWatch from Negative to Developing
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
implications for its 'CC' corporate credit rating on Vertis Inc.
to developing from negative.
      
"[The rating] action follows Vertis's announcement that it had
terminated the letter of intent to merge with American Color
Graphics Inc.'s parent ACG Holding Inc.," explained Standard &
Poor's credit analyst Guido DeAscanis.
     
In addition, the agreement to restructure debt securities of
Vertis and its affiliates and American Color Graphics expired by
its terms on Sept. 29, 2007. Vertis stated that it had offered to
extend the deadline but received no response from ACG.  However,
Vertis also stated that it would be prepared to
entertain further discussions with ACG.  At the same time,
Standard & Poor's said its 'CCC' ratings on Vertis's
$350 million senior secured second-lien notes and $350 million
senior unsecured notes remain on CreditWatch with negative
implications, where they were originally placed on April 4, 2007.
     
The CreditWatch developing status of the corporate credit rating
on Vertis means the rating could go up or down, depending on
whether the parties restart merger discussions and an agreement is
reached for another debt exchange offer.  Rating downside pressure
would result if any future exchange
offer for any one of Vertis's debt issues does not represent full
and timely payment. Otherwise, rating upside would likely result
following a reassessment by Standard & Poor's of Vertis's
restructuring plan and its impact on Vertis's credit profile.  

The ratings on the notes remain on CreditWatch with negative
implications, reflecting the existence of priority debt in the
capital structure that will continue to result in a two-notch
differential between Vertis's corporate credit rating and the
ratings on these notes.  If the corporate credit rating is raised
to 'B-' (the level prior to the ACG merger announcement) the notes
ratings will be affirmed.  If the corporate credit
rating remains below 'B-', the ratings on these notes will be
lowered to maintain the two-notch differential.


VICTORY MEMORIAL: DASNY DIP Financing Pact Gets Final Court Okay
----------------------------------------------------------------
The Honorable Carla E. Craig of the United States Bankruptcy
Court for the Eastern District of New York gave Victory
Memorial Hospital and its debtor-affiliates authority, on a
final basis, to access the debtor-in-possession credit facility
provided to it by Dormitory Authority of The State of New York.

The Court specifically allowed the Debtors to borrow the
remaining $650,000 from the $2,000,000 loan DASNY committed to
the Debtors pursuant to a Nov. 20, 2006 credit agreement.

The Debtors will use the funds to provide general working
capital and for payment of fees and expenses incurred.

As adequate protection, the Debtors grant DASNY superpriority
administrative expense treatment of its claims under the DIP
Agreement, fully perfected junior priority liens on the Debtors'
real properties not otherwise encumbered by DASNY's first
mortgage.

Based in Brooklyn, New York, Victory Memorial Hospital is a
non-profit, full service acute care voluntary hospital with
approximately 241 beds and a skilled nursing unit with 150 beds.
Victory Hospital provides a full range of medical services with a
focus on community care and a program of community outreach to the
Brooklyn community.  Victory Ambulance Services, Inc. a for-profit
subsidiary, provides Victory Hospital with ambulance services.
Victory Pharmacy, Inc., a for-profit subsidiary, does not have
any employees or assets.

The company and its two-subsidiaries filed for chapter 11
protection on Nov. 15, 2006 (Bankr. S.D.N.Y. Case Nos. 06-44387
through 06-44389).  Timothy W. Walsh, Esq., and Jeremy R. Johnson,
Esq., at DLA Piper US LLP, represent the Debtors.  Craig E.
Freeman, Esq., and Martin G Bunin, Esq., at Alston & Bird LLP,
represent the Official Committee of Unsecured Creditors.  When the
Debtors filed for protection from their creditors, they listed
assets and debts between $1 million and $100 million.


* Buccino & Associates Names Robert Sundius as Senior VP
--------------------------------------------------------
Buccino & Associates Inc. has appointed Robert W. Sundius, Jr. as
a senior vice president and managing director of the New York
office.
    
Bob has over 25 years experience as a corporate executive and
business/financial advisor providing strategic direction, decision
support and execution. During the last twelve years he has led
restructurings, turnarounds and acquisition & divestiture
transactions, and served as debtor and creditor advisor. He has
significant experience leading, managing and interacting with
boards of directors, investors and professional advisors.
    
Bob was executive vice president and chief financial officer of
Cornerstone Propane Partners LP, Bob led restructuring activities,
finance/accounting operations, cash management, planning and
analysis, tax reporting/compliance, risk management and corporate
administration.

He oversaw Cornerstone's legal matters and litigations including
its response to the SEC investigation of its prior
financial statements and related disclosures.
    
Prior to Cornerstone, Bob was chief financial officer of Family
Golf Centers Inc.
    
Earlier in his career at The Thomson Corporation, Bob led
strategic and acquisition initiatives.  He also held positions in
corporate development and finance at The Dun & Bradstreet
Corporation.
    
Bob began his career in public accounting serving a diverse client
base including manufacturers, utilities, law firms, real estate
partnerships and investment companies.  Bob is a CPA, and has been
awarded the CIRA and CMA designations.
    
"We are very pleased to have attracted Bob to Buccino & Associates
Inc.," Gerald P. Buccino, chairman & CEO of Buccino & Associates
Inc., said.  "Bob clearly has relevant experience as a
practitioner and advisor in turnarounds, workouts and
restructurings.  Bob's expertise and experience will be invaluable
to our clients on both the national and international level."
    
                   About Buccino & Associates

Headquartered in New York, Buccino & Associates Inc. --
http://www.buccinoassociates.com/--provides advisory services
to enhance cash flow and position companies for long-term
profitability.  The company's services include strategic and
financial assessment of business operations; turnaround
consulting; financial advisory services to lenders, creditors
and other economic stakeholders; crisis and interim management;
valuation; insolvency and reorganization services; corporate
restructuring; forensic analysis; litigation support and expert
testimony.


* Lawrence R. Plotkin Joins Chadbourne & Parke-NY as Partner
------------------------------------------------------------
Lawrence R. Plotkin has joined Chadbourne & Parke LLP as a partner
in the real estate practice in New York.
    
"Larry combines experience as a practicing lawyer with a keen
business focus that will serve our clients well," Charles
O'Neill,Chadbourne managing partner, said.  "He knows the real
estate landscape, both literally and figuratively, and is an
outstanding addition to the Firm."
    
Mr. Plotkin, 46, joins Chadbourne from Willkie Farr & Gallagher
LLP in New York.  Earlier in his career, Mr. Plotkin combined
legal, real estate and other business roles at a consumer-products
retailer with operations across the United States.
    
He holds a B.A. in economics from the State University of New York
at Albany and a J.D., cum laude, from Brooklyn Law School.
    
Chadbourne's real estate lawyers handle financings, acquisitions,
sales, leasing, construction and development, joint ventures,
bankruptcy and loan- workout matters.  The practice assists
clients with all aspects of property ownership, including the
negotiation of financing documents,
construction contracts, architect's agreements, brokerage
agreements, ground leases, option agreements and easements.
    
                  About Chadbourne & Parke LLP
    
Headquartered in New York City, Chadbourne & Parke LLP --
http://www.chadbourne.com/-- is a law firm that provides a full  
range of legal services, including mergers and acquisitions,
securities, project finance, private funds, corporate finance,
energy, communications and technology, commercial and products
liability litigation, securities litigation and regulatory
enforcement, special investigations and litigation, intellectual
property, antitrust, domestic and international tax, insurance and
reinsurance, environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters.  Major geographical areas of
concentration include Central and Eastern Europe, Russia and the
CIS, and Latin America.  The firm has offices in New York,
Washington, DC, Los Angeles, Houston, Moscow, St. Petersburg,
Warsaw (through a Polish partnership), Kyiv, Almaty, Tashkent,
Beijing, and a multinational partnership, Chadbourne & Parke, in
London.


* Mayer Brown Launches Subprime Lending Response Team
-----------------------------------------------------
Mayer Brown LLP has formed a Subprime Lending Response Team to
help clients address the issues resulting from the continuing
distress in the subprime lending market.

Mayer Brown stated that the impact of the subprime lending markets
is reverberating  and regulatory scrutiny in the U.S. and Europe
is increasing.  Recognizing the nature of the problem, Mayer Brown
has assembled an interdisciplinary team of lawyers from the
company's offices in the U.S., the UK, and Germany whose practices
include securitization, banking, real estate, securities, and
litigation.

The firm has class expertise with the securitization and
collateralized debt obligation markets across multiple industries
and national borders and its lawyers comprise one of the largest
groups in the world in this area.

The Subprime Lending Response Team will enhance the firm's
recognized position as legal adviser in these markets by also
offering dispute management and regulatory services to clients
facing the increased risks of litigation and regulatory inquiry.

"It's clear that the impact of foreclosures and defaults in the
subprime lending market will present a variety of challenges," Dan
Brown, Mayer Brown litigation partner, said.  "That means
participants in these volatile markets need advisers with insight
into a wide range of related topics -- including securitization,
government investigations, real estate, litigation and regulatory
practices -- well as local expertise in the U.S. and
internationally."

"The organization of the interdisciplinary Subprime Lending
Response Team represents Mayer Brown's continued commitment to
serving its current and future clients with best in class service
and expertise across all practice areas," Jon Van Gorp, Mayer
Brown finance and securitization partner, said.  "We are confident
that we have brought together a team with expertise and depth of
experience in these issues as strong as any in the legal
marketplace," he added.

"Our global platform and worldwide network of offices and
affiliates enables us to provide clients with comprehensive advice
and a strong, coordinated response to any challenges arising from
the fallout in subprime lending," James D. Holzhauer, Mayer
Brown's chairman, said.  "Our global leadership in finance and
securitization gives us the ideal platform to provide the broad
counsel our clients need now."

                      About Mayer Brown LLP

Headquartered in Chicago, Illinois, Mayer Brown LLP --
www.mayerbrown.com/ -- is among the largest law firms in the world
with more than 1,500 lawyers in seven U.S. cities (Charlotte,
Chicago, Houston, Los Angeles, New York, Palo Alto and
Washington), six European cities (Berlin, Brussels, Cologne,
Frankfurt, London and Paris) and Hong Kong. Additionally, Mayer
Brown is currently in the process of establishing its first South
American office in Sao Paulo, Brazil.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Oct. 9-10, 2007
  INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING
     CONFEDERATION
        IWIRC Annual Fall Conference
           Orlando, Florida
              Contact: http://www.iwirc.org/

Oct. 10-13, 2007
  NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
     81st Annual National Conference of Bankruptcy Judges
        Contact: http://www.ncbj.org/

Oct. 11, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon
        University Club, Jacksonville, Florida
           Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 11, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Winn Dixie Bankruptcy
        University Club, Jacksonville, Florida
           Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 11, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Chuck Bauer - Client Satisfaction
        Dallas Country Club, Dallas, Texas
           Contact: http://www.turnaround.org/

Oct. 12, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Breakfast Meeting
        Westin Buckhead, Atlanta, Georgia
           Contact: 678-795-8103 or http://www.turnaround.org/

Oct. 12, 2007
  INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
     Presentation by George F. Will: The Political Argument Today
        Orlando, Florida
           Contact: http://www.ardent-services.com/

Oct. 12, 2007
  AMERICAN BANKRUPTCY INSTITUTE
     ABI Educational Program at NCBJ
        Orlando World Marriott, Orlando, Florida
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 16-19, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Copley Place
           Boston, Massachussets
              Contact: 312-578-6900; http://www.turnaround.org/

Oct. 17, 2007
  BEARD AUDIO CONFERENCES
     The Subprime Sector Meltdown:
        Legal Developments and Latest Opportunities
           Contact: 240-629-3300;
                    http://www.beardaudioconferences.com/


Oct. 17, 2007
  ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
     AIRA Presents Lifetime Achievement Awards to
        Charles C. Crumley and William G. Hays, Jr.
           Cherokee Town Club, Atlanta, Georgia
              Contact: http://www.airacira.org/

Oct. 21-24, 2007
  ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
     Restructuring and Investing Conference
        Portman Ritz Carlton, Shanghai, China
           Contact: http://www.airacira.org/


Oct. 22-23, 2007
  STRATEGIC RESEARCH INSTITUTE
     9th Annual Distressed Debt - West
        Venetian Resort Hotel Casino, Las Vegas, Nevada
           Contact: http://www.almevents.com/

Oct. 23, 2007
  BEARD AUDIO CONFERENCES
     Partnerships in Bankruptcy
        Contact: 240-629-3300;
                 http://www.beardaudioconferences.com/

Oct. 24, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Event - TBA
        McCormick & Schmick's Fresh Seafood Restaurant,
          Las Vegas, Nevada
            Contact: 702-952-2480 or http://www.turnaround.org/

Oct. 25, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     LI Turnaround Member Social
        Davenport Press, Mineola, New York
           Contact: 631-261-6296 or http://www.turnaround.org/

Oct. 25, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Capital Markets Case Study
        Seattle, Washington
           Contact: http://www.turnaround.org/

Oct. 25, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Arizona Chapter Meeting
        Contact: http://www.turnaround.org/

Oct. 26, 2007
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Hotel Adlon Kempinski, Berlin, Germany
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 29, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Monthly Luncheon, Carolinas Chapter - Topic TBA
        Sheraton Greensboro Hotel,
           Greensboro, North Carolina
              Contact: http://www.turnaround.org/

Oct. 29, 2007
  FINANCIAL RESEARCH ASSOCIATES LLC
     6th Annual Distressed Debt Summit
        The 3 West Club, New York, New York
           Contact: http://www.frallc.com/

Oct. 30, 2007
  BEARD AUDIO CONFERENCES
     Using Virtual Data Rooms to Expedite M&A
        and Insolvency Proceedings
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

Oct. 30, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon
        Centre Club, Tampa, Florida
           Contact: 561-882-1331; http://www.turnaround.org/

Oct. 30, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Crisis Communications With Employees, Vendors and Media
        Centre Club, Tampa, Florida
           Contact: http://www.turnaround.org/

Nov. 1, 2007
  ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
     Claims Trading - Issues and Implications
        New York, New York
           Contact: http://www.airacira.org/

Nov. 1, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Breakfast Event
        Carnelian Room, San Francisco, California
           Contact: 510-346-6000 ext 226 or
                    http://www.turnaround.org/

Nov. 1, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Networking Breakfast
        TBD, Hackensack, New Jersey
           Contact: 908-575-7333; http://www.turnaround.org/

Nov. 5, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     2007 Newsmaker Dinner with Jean Chretien
        Fairmont Royal York Hotel, Toronto, Ontario
           Contact: http://www.turnaround.org/

Nov. 7, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Lenders Forum
        Milleridge Cottage, Jericho, New York
           Contact: http://www.turnaround.org/

Nov. 12, 2007
  AMERICAN BANKRUPTCY INSTITUTE
     Consumer Bankruptcy Conference
        Marriott, Troy, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 13-14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     6th Annual Distressed Debt Symposium
        Jumeirah Carlton Tower, London, United Kingdom
           Contact: http://www.turnaround.org/

Nov. 14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday Mixer
        McCormick & Schmick's, Las Vegas, Nevada
           Contact: 702-952-2480 or http://www.turnaround.org/

Nov. 14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Aloha Airlines Story
        Bankers Club, Miami, Florida
           Contact: http://www.turnaround.org/

Nov. 14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Australia 4th Annual Conference and Gala Dinner
         Hilton, Sydney, Australia
           Contact: http://www.turnaround.org/

Nov. 14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Dinner
        TBA, South Florida
           Contact: 561-882-1331 or http://www.turnaround.org/

Nov. 15, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Portland Holiday Party
        University Club, Portland, Oregon
           Contact: 206-223-5495; http://www.turnaround.org/

Nov. 16, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Meeting with Chapter President, Bruce Sim
        Westin Buckhead, Atlanta, Georgia
           Contact: http://www.turnaround.org/

Nov. 22, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Networking Mixer
        TBA, Vancouver, British Columbia
           Contact: 206-223-5495; http://www.turnaround.org/

Nov. 27, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon - Real Estate Panel
        Citrus Club, Orlando, Florida
           Contact: http://www.turnaround.org/

November 26-27, 2006
  BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT
     Fourteenth Annual Conference on Distressed Investing
        Maximizing Profits in the Distressed Debt Market
           The Jumeirah Essex House, New York, NY
              Contact: 800-726-2524; 903-595-3800;
                 http://beardconferences.com

Nov. 29, 2007
  INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
     Holiday Gala
        Yale Club, New York, New York
           Contact: http://www.iwirc.org/

Nov. 29, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Special Speaker
        TBD, New Jersey
           Contact: 908-575-7333; http://www.turnaround.org/

Nov. 29, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Special Speaker
        Hilton, Sydney, Australia
           Contact: http://www.turnaround.org/

Nov. 29, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Arizona Chapter Meeting
        Contact: http://www.turnaround.org/

Dec. 5, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Joint Holiday Networking Event with TMA/CFA
        TBA, Philadelphia, Pennsylvania
           Contact: 215-657-5551 or http://www.turnaround.org/

Dec. 6, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Seattle Holiday Party
        Athletic Club, Seattle, Washington
           Contact: 206-223-5495; http://www.turnaround.org/

Dec. 6-8, 2007
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        Westin Mission Hills Resort, Rancho Mirage, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 10, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday Party
        Guy Anthony's Restaurant, Merrick, New York
           Contact: 631-251-6296 or http://www.turnaround.org/

Dec. 13, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday Extravaganza - TMA & CFA
        Georgia Aquarium, Atlanta, Georgia
           Contact: 678-795-8103 or http://www.turnaround.org/

Dec. 13, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday Extravaganza - TMA & CFA
        Georgia Aquarium, Atlanta, Georgia
           Contact: 678-795-8103 or http://www.turnaround.org/

Dec. 19, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     South Florida Dinner
        TBA, South Florida
           Contact: 561-882-1331; http://www.turnaround.org/

Jan. 10, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon
        University Club, Jacksonville, Florida

Jan. 11, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Annual Lenders Panel
        Westin Buckhead, Atlanta, Georgia
           Contact: http://www.turnaround.org/

Feb. 7, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     PowerPlay
        Philips Arena, Atlanta, Georgia
           Contact: 678-795-8103 or http://www.turnaround.org/

Feb. 7, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Breakfast Event
        Carnelian Room, San Francisco, California
           Contact: 510-346-6000 ext 226 or
                    http://www.turnaround.org/

Feb. 14-16, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     13th Annual Rocky Mountain Bankruptcy Conference
        Westin Tabor Center, Denver, Colorado
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 23-26, 2008
  NORTON INSTITUTES ON BANKRUPTCY LAW
     Bankruptcy Litigation Seminar I
        Park City, Utah
           Contact: http://www.nortoninstitutes.org/

Feb. 26, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Retail Panel
        Citrus Club, Orlando, Florida
           Contact: http://www.turnaround.org/

Mar. 6-8, 2008
  ALI-ABA
     Fundamentals of Bankruptcy Law
        Mandalay Bay Resort, Las Vegas, Nevada
           Contact: http://www.ali-aba.org/

Mar. 25-29, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Ritz Carlton Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Mar. 27-30, 2008
  NORTON INSTITUTES ON BANKRUPTCY LAW
     Bankruptcy Litigation Seminar II
        Las Vegas, Nevada
           Contact: http://www.nortoninstitutes.org/

Apr. 3-6, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     26th Annual Spring Meeting
        The Renaissance, Washington, District of Columbia
           Contact: http://www.abiworld.org/

Apr. 25-27, 2008
  NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
     NABT Spring Seminar
        Eldorado Hotel & Spa, Santa Fe, New Mexico
           Contact: http://www.nabt.com/

May 1-2, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     Debt Symposium
        Hilton Garden Inn, Champagne/Urbana, Illinois
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 4-7, 2008
  ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
     24th Annual Bankruptcy & Restructuring Conference
        J.W. Marriott Spa and Resort, Las Vegas, Nevada
           Contact: http://www.airacira.org/

June 12-14, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     15th Annual Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: http://www.abiworld.org/

June 19-21, 2008
  ALI-ABA
     Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
        Drafting, Securities, and Bankruptcy
           Omni Hotel, San Francisco, California
              Contact: http://www.ali-aba.org/

June 26-29, 2008
  NORTON INSTITUTES ON BANKRUPTCY LAW
     Western Mountains Bankruptcy Law Seminar
        Jackson Hole, Wyoming
           Contact: http://www.nortoninstitutes.org/

July 10-13, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     16th Annual Northeast Bankruptcy Conference
        Ocean Edge Resort
           Brewster, Massachussets
              Contact: http://www.turnaround.org/

July 31 - Aug. 2, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     4th Annual Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay
           Cambridge, Maryland
              Contact: http://www.abiworld.org/

Aug. 16-19, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     13th Annual Southeast Bankruptcy Workshop
        Ritz-Carlton, Amelia Island, Florida
           Contact: http://www.abiworld.org/

Aug. 20-24, 2008
  NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
     NABT Convention
        Captain Cook, Anchorage, Alaska
           Contact: http://www.nabt.com/

Sept. 24-27, 2008
  NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
     National Conference of Bankruptcy Judges
        Scottsdale, Arizona
           Contact: http://www.ncbj.org/

Oct. 28-31, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott New Orleans, Louisiana
           Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     20th Annual Winter Leadership Conference
        Westin La Paloma Resort & Spa
           Tucson, Arizona
              Contact: http://www.abiworld.org/

May 7-10, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center
           National Harbor, Maryland
              Contact: http://www.abiworld.org/

June 21-24, 2009
  INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
     BANKRUPTCY PROFESSIONALS
        8th International World Congress
           TBA
              Contact: http://www.insol.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 5-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
  2006 BACPA Library
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com;
              http://researcharchives.com/t/s?20fa

BEARD AUDIO CONFERENCES
  BAPCPA One Year On: Lessons Learned and Outlook
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Calpine's Chapter 11 Filing
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Carve-Out Agreements for Unsecured Creditors
     Contact: 240-629-3300;http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Changes to Cross-Border Insolvencies
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Changing Roles & Responsibilities of Creditors' Committees
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  China's New Enterprise Bankruptcy Law
     Contact: 240-629-3300;
        http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Clash of the Titans -- Bankruptcy vs. IP Rights
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Coming Changes in Small Business Bankruptcy
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Dana's Chapter 11 Filing
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Deepening Insolvency – Widening Controversy: Current Risks,
     Latest Decisions
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Diagnosing Problems in Troubled Companies
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Distressed Claims Trading
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Distressed Market Opportunities
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Distressed Real Estate under BAPCPA
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Employee Benefits and Executive Compensation under the New
     Code
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Equitable Subordination and Recharacterization
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Fundamentals of Corporate Bankruptcy and Restructuring
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Handling Complex Chapter 11
     Restructuring Issues
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Healthcare Bankruptcy Reforms
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  High-Yield Opportunities in Distressed Investing
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Homestead Exemptions under BAPCPA
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Hospitals in Crisis: The Insolvency Crisis Plaguing
     Hospitals Across the U.S.
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  IP Rights In Bankruptcy
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  KERPs and Bonuses under BAPCPA
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Non-Traditional Lenders and the Impact of Loan-to-Own
     Strategies on the Restructuring Process
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Partnerships in Bankruptcy: Unwinding The Deal
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Privacy Rights, Protections & Pitfalls in Bankruptcy
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Real Estate Bankruptcy
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Reverse Mergers—the New IPO?
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Second Lien Financings and Intercreditor Agreements
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Surviving the Digital Deluge: Best Practices in E-Discovery
     and Records Management for Bankruptcy Practitioners
        and Litigators
           Audio Conference Recording
              Contact: 240-629-3300;
                 http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Technology as a Competitive Advantage For Today's Legal
Processes
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  The Subprime Sector Meltdown:
     Legal Developments and Latest Opportunities
        Contact: 240-629-
3300;http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Twenty-Day Claims
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Using Virtual Data Rooms to Expedite M&A and Insolvency
Proceedings
        Contact: 240-629-
3300;http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Validating Distressed Security Portfolios: Year-End Price
     Validation and Risk Assessment
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  When Tenants File -- A Landlord's BAPCPA Survival Guide
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, Joseph Medel C.
Martirez, Sheena R. Jusay, and Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***