TCR_Public/071011.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, October 11, 2007, Vol. 11, No. 241

                             Headlines

AES CORP: Fitch Rates %500 Mil. Senior Notes at BB
AES CORP: Intends to Offer $500 Million of Senior Unsecured Notes
AES CORP: Moody's Rates Proposed $500 Mil. Senior Notes at B1
AES CORP: S&P Holds 'BB-' Credit Rating with Stable Outlook
AES IRONWOOD: Low Debt Ratio Cues S&P to Affirm 'B+' Rating

AES RED: S&P Lifts Rating on $356 Million Secured Notes to BB-
AMERICAN HOME: Best Bids for Broadhollow & Melville Loans Named
AMERICAN HOME: Pact on ABN Construction Loans Sale Approved
APPALACHIAN BUILDING: Files List of Largest Unsecured Creditors
ARCHSTONE-SMITH: Completes $22.2 Billion Sale to Partnership

ARCHSTONE-SMITH: S&P Cuts Rating to BB- and Removes Neg. Watch
ARTESIAN POOLS: Files List of 20 Largest Unsecured Creditors
ASPEN EXECUTIVE: Stops Operations to Finalize Likely Business Deal
AURORA HOUSING: Moody's Affirms Ba2 Rating on $2.46 Mil. Bonds
AVADO BRANDS: Committee Raises Concerns on DIP Financing Terms

AVADO BRANDS: Gets Second Interim OK to Use DDJ Capital DIP Funds
BEAR STEARNS: Fitch Holds BB+ Rating on $5.3MM Class H Certs.
BROADHOLLOW FUNDING: S&P Junks Rating on Subordinated Notes
CALPINE CORP: Files Fourth Amended Chapter 11 Plan
CALPINE CORP: Judge Lifland Denies Equity Committee's Stay Request

CALPINE CORP: Plan Confirmation Hearing Scheduled on December 18
CARAUSTAR IND: Posts $2.3 Mil. Net Loss in Quarter Ended June 30
CARDIMA INC: Reports Changes in Members of Board of Directors
CATALINA MARKETING: Completes $1.7 Billion Sale to Equity Firm
CATALINA MARKETING: High Leverage Cues S&P's "B+" Credit Rating

CHOCTAW GEN: Low Operating Results Cue Moody's to Cut Ratings
CHRYSLER LLC: Inks Tentative Pact on New Labor Contract with UAW
COMPASS MINERALS: Steady Performance Cues S&P to Lift Ratings
COPANO ENERGY: Earns $13.3 Million in Second Quarter Ended June 30
DURA AUTOMOTIVE: Noteholders Appeal Amendment to Backstop Deal

E*TRADE FINANCIAL: Moody's Holds Ba2 Senior Debt Rating
EMMIS COMMS: Earns $14.1 Million in Fiscal Quarter Ended Aug. 31
FAIRCHILD SEMICONDUCTOR: S&P Holds 'BB-' Corporate Credit Rating
FOOT LOCKER: Poor Performance Prompts S&P to Cut Rating to BB
FORD CREDIT: Moody's Rates Class D Notes at "(P)Ba2"

FORD CREDIT: S&P Assigns 'BB' Rating on $42.7MM Class D Notes
GAP INC: Inks Deal with Filipino Franchisee Rustan Group
GENERAL MOTORS: GM-UAW 2007 National Labor Agreement Ratified
GENESCO INC: Paying Preferred Stock Dividends on October 30
GMAC COMMERCIAL: Anticipated Losses Prompt S&P to Cut Ratings

GMAC COMMERCIAL: S&P Lowers Ratings on Six Certificate Classes
GOLDEN STATE: Case Summary & Four Largest Unsecured Creditors
GUITAR CENTER: Completes $2.1 Billion Merger with Bain Capital
GUITAR CENTER: Moody's Cuts Corporate Family Rating to B3
DEATH ROW: Asset Sale Uncertain Due to Pending Suits

H&E EQUIPMENT: Earns $15.2 Million in Second Quarter Ended June 30
HANCOCK FABRICS: Expects to File Annual Report by End of October
HANCOCK FABRICS: Landlords Want Cure Amounts Paid
HANCOCK FABRICS: Wants to Assume "No-Consent" Unexpired Leases
INT'L PAPER: Paying $0.25 per Share Quarterly Dividend on Dec. 14

INT'L PAPER: Lower Land Sales Earnings to Impact 3rd Qtr. Profits
INTERNATIONAL PAPER: Earns $190 Million in Quarter Ended June 30
INVERNESS MEDICAL: Inks Pact Buying Panbio's Shares for $37 Mil.
KAMP RE: S&P Retains Debt Rating Under Negative CreditWatch
KMG LLC: Case Summary & Largest Unsecured Creditor

KOOSHAREM CORP: S&P Rates $84 Million Term Loan at B+
LEVITZ HOME: Wants to Distribute Payments to Unsecured Creditors
LOCKE CORP: Case Summary & Five Largest Unsecured Creditors
MOBIUS ELR-01: Moody's Reviews Low-B Ratings on 3 Note Classes
NATURE'S HARVEST: Case Summary & 20 Largest Unsecured Creditors

NEIGHBOR'S KNOLL: Case Summary & Largest Unsecured Creditor
NEIMAN MARCUS: S&P Lifts Corporate Credit Rating to BB- from B+
NORTH OAKLAND: Moody's Downgrades Bond Rating to B3
OCCULOGIX INC: Board Approves Exploring Strategic Alternatives
OWEN AND OLLIE'S: Case Summary & 20 Largest Unsecured Creditors

PEOPLE'S CHOICE: Wants Nod on Claims Settlement Procedures
PLAINS EXPLORATION: Fir Tree Okays $3.6 Billion Pogo Purchase
POGO PRODUCING: $3.6 Bil. Purchase by Plains Exploration Okayed
QUALITY HOME: Selects Irell & Manella as Bankruptcy Counsel
QUALITY HOME: Committee Taps Winston & Strawn as Counsel

QUALITY HOME: Files Schedules of Assets and Liabilities
QUANTA SERVICES: Earns $21.9 Million in Quarter Ended June 30
REAL ESTATE: Fitch Assigns Low-B Ratings on Six Note Classes
REAL ESTATE PARTNERS: Case Summary & 182 Largest Unsec. Creditors
REMY WORLDWIDE: Receives Court Approval on First-Day Motions

RESI FINANCE: S&P Assigns Low-B Ratings on Six Note Classes
RESIX FINANCE: S&P Puts Low-B Ratings on $46.6M. S. 2007-C Notes
ROADHOUSE GRILL: Files for Bankruptcy Protection in Florida
SCO GROUP: Taps Pachulski Stang as Bankruptcy Co-Counsel
SEASONAL CONCEPTS: Case Summary & 20 Largest Unsecured Creditors

SIDHER ENTERPRISES: Case Summary & 7 Largest Unsecured Creditors
SOLUTIA INC: Disclosure Statement Hearing Continued to October 17
SOLUTIA INC: Named as Co-Defendant in $685 Million Cancer Lawsuits
SPHERIS INC: Posts $1.8 Million Net Loss in Quarter Ended June 30
STONE ENERGY: S&P Affirms "B-" Corporate Credit Rating

SWIFT MASTER: Fitch Expects to Rate $9.9MM Class D Notes at BB+
SWIFT MASTER: S&P Rates $13.2 Million Class D Notes at BB
SYMBION HEALTH: Moody's Reviews Ba1 Rating and May Downgrade
TAYLOR BROTHERS: Case Summary & Seven Largest Unsecured Creditors
THORNBURG MORTGAGE: Revises Estimates on Asset Sales and Losses

TOUSA INC: S&P Revises Outlook to Negative from Developing
TRANSLAND FINANCIAL: Bankruptcy Trial Adjourned to October 19
TUPPERWARE BRANDS: Inks New Credit Deal with Lower Interest Rate
TXU CORP: Prices Cash Tender Offers for TCEH's Senior Notes
TXU CORP: Completes TEF Merger, Changes Name to Energy Future

TXU CORP: Moody's Places Corporate Family Rating at B2
TXU CORP: Planned Capitalization Cues S&P to Cut Rating to B-
U.S. ENERGY: Posts $14.7 Mil. Net Loss in First Half Ended June 30
U.S. WIRELESS: Voluntary Chapter 11 Case Summary
UNITED RENTALS: Fitch Holds BB- Issuer Default Rating

UNIVERSAL FOODS: Panel Taps Schiff Hardin as Bankruptcy Counsel
USI HOLDINGS: Fitch Withdraws B- Issuer Default Rating
VESCOR DEVELOPMENT: Taps M. Norman as Chief Restructuring Officer
VESCOR DEVELOPMENT: U.S. Trustee Questions Retention of CRO
VONAGE HOLDINGS: Requests Rehearing of Verizon Patent Decision

WILD WEST: Bank of Blue Valley Gets Approval to Seize Four Rides
WILD WEST: Parks America Calls Off $12 Million Purchase
WILD WEST: Receives Offers for Three Rides
WR GRACE: Court Refuses to Appoint Examiner for Tersigni Probe

* CRG Partners Adds Four New Partners

* S&P Places 13 U.S. Synthetic CDO Tranche Under Negative Watch

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

                             *********

AES CORP: Fitch Rates %500 Mil. Senior Notes at BB
--------------------------------------------------
Fitch Ratings assigned a 'BB/RR1' rating to AES Corporation's $500
million issue of senior unsecured notes due 2017.  AES' long-term
Issuer Default Rating is rated 'B+' by Fitch.  The rating outlook
is stable.  

Fitch views this transaction as the pre-funding of growth capital
spending and debt refinancing.  For high-yield issuers, Fitch
believes that pre-funding can be prudent during times of uncertain
capital market access.  Fitch's rating is based on its expectation
that AES will use the proceeds during the next two quarters to pay
down debt and/or to invest in several different generation
projects.  The company has $415 million of debt maturing in 2008,
and will complete several new projects that should create
sufficient cash flows to offset the additional debt and interest
expense and allow the company to maintain relatively stable credit
metrics.

The ratings of AES reflect the high degree of parent-company
recourse debt, the structural subordination of that debt to
project level debt, and the reliance on distributions from its
subsidiaries for parent-company debt service.  Offsetting, in
part, the company's financial risk is the solid base of utility
and contracted generation as well as the diversity of cash flow
sources.  The current Stable Rating Outlook reflects Fitch's
expectation that credit metrics will stay within parameters for
the current rating.

AES is one of the world's largest global power companies, with
2006 revenues of $11.6 billion.  With operations in 28 countries
on five continents, the company is active in the generation,
transmission and distribution of electricity.  The company
controls more than 42,000 mw of capacity.


AES CORP: Intends to Offer $500 Million of Senior Unsecured Notes
-----------------------------------------------------------------
The AES Corporation plans to offer approximately $500 million
aggregate principal amount of senior unsecured notes due 2017 in a
private placement.

The senior notes will not be registered under the Securities Act
of 1933, or any state securities laws.  Therefore, the senior
notes may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act of 1933 and any applicable
securities laws.

Headquartered in Arlington, Virginia, AES Corporation (NYSE: AES)
-- http://www.aes.com/-- is a global power company.  The company  
operates in South America, Europe, Africa, Asia and the Caribbean
countries.  Specifically, it also has operations in India.  
Generating 44,000 megawatts of electricity through 124 power
facilities, the company delivers electricity through 15
distribution companies.  The company's Latin America business
group is comprised of generation plants and electric utilities in
Argentina, Brazil, Chile, Colombia, Dominican Republic, El
Salvador, Panama and Venezuela.

AES has been in Eastern Europe for over ten years, since it
acquired three power plants in Hungary in 1996.  Currently,
AES has two distribution companies in Ukraine, which serve
1.2 million customers and generation plants in the Czech Republic
and Hungary.  AES is also the leading company in biomass
conversion in Hungary, generating 37% of the nation's total
renewable generation in 2004.


AES CORP: Moody's Rates Proposed $500 Mil. Senior Notes at B1
-------------------------------------------------------------
Moody's Investors Service assigned a B1 senior unsecured rating to
The AES Corporation's proposed issuance of $500 million senior
unsecured notes due 2017.  In addition, Moody's has affirmed the
ratings of AES, including the company's Corporate Family Rating at
B1, its Probability of Default Rating at B1, its senior secured
credit facilities at Ba1, its second priority senior secured notes
at Ba3, its senior unsecured notes at B1 and its trust preferred
securities at B3.  The rating outlook for AES is stable.

The rating affirmation reflects an expectation that AES will use
proceeds from the proposed offering to fund new investment
opportunities that are expected to provide appropriate returns.
Furthermore, the rating affirmation acknowledges the company's
success in restructuring existing businesses and investing in new
electric generation projects that, in the near-term, are expected
to generate incremental cash flows.  These efforts, which include
the restructuring of AES's businesses in Brazil, the elimination
of a cash trap at its Brazilian holding company plus the
construction and commercial operation of approximately 350
megawatts of United States-based wind generation, have been funded
without incremental recourse debt.

As a result of the above, and in combination with increased
distribution from several existing subsidiaries, the aggregate
amount of subsidiary distributions to AES in 2008 is expected to
exceed the estimated $1 billion received in each of 2005 and 2006.  
Moody's notes that the historical results include distributions
from C.A. La Electricidad De Caracas, which AES recently sold to
Petroleos de Venezuela S.A.  Furthermore, the expected commercial
operation of various generating stations currently under
construction beginning 2009/2010 should further improve the level
of subsidiary distributions.

That being said, the proposed senior unsecured offering will
constrain upward movement in AES's current rating levels over the
near-to-intermediate term.  The ratings could be pressured should
the expected increase in subsidiary distributions not materialize.

Rating assigned:

The AES Corporation:

   -- $500 million of new senior unsecured notes, B1 (LGD4,
      57%)

Ratings affirmed/LGD assessments revised:

The AES Corporation:

   -- Corporate Family Rating -- B1

   -- Probability of Default Rating -- B1

   -- Senior secured credit facilities -- Ba1 (LGD1, 3%) from
      (LGD, 2%)

   -- Second priority senior secured notes -- Ba3 (LGD3, 41%)
      from (LGD3, 40%)

   -- Senior unsecured notes -- B1 (LGD4, 57%) from (LGD4, 55%)

AES Trust III and AES Trust VII:

   -- Convertible trust preferred securities -- B3 (LGD6, 94%)
      from (LGD6, 93%)

The AES Corporation is a global power company with generation and
distribution assets in Europe, Asia, Latin America, Africa and the
United States.


AES CORP: S&P Holds 'BB-' Credit Rating with Stable Outlook
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on the diversified energy company, AES Corp.,
following its annual review of the company.  The outlook is
stable.  S&P also assigned its 'B' rating to the company's
$500 million senior unsecured notes due 2017.
     
At the same time, Standard & Poor's raised the rating on AES' $1.8
billion second-lien senior secured debt to 'BB+' from 'BB-', two
notches above the corporate credit rating.  Standard & Poor's also
assigned a recovery rating of '1' to the second-lien senior
secured debt, indicating the expectation of very high (90%-100%)
recovery in a payment default scenario.  The first-lien senior
secured debt is unrated.  All other debt ratings were affirmed.
     
As of June 30, 2007, Arlington, Virginia-based AES had about $4.7
billion of recourse debt and trust-preferred securities,
reflecting its reliance on substantive distributions from
jurisdictions with considerable regulatory and operating
uncertainties and its exposure to merchant power markets, most
notably through its AES Eastern Energy L.P. (BB+/Stable/--)
subsidiary.
     
The ratings on AES reflect the need for large expenditures for
growth, which are partly serviced by residual distributions from
project investments and dividends from operating subsidiaries, and
the continuing need for financing that should be funded in a
credit-neutral manner.  S&P believe that the significant
investment requirements, which will likely entail leverage, will
slow the favorable credit momentum of the past two years.  Partly
mitigating these weaknesses are benefits of regional and
operational diversification, which help to reduce the company's
exposure to any one regulatory regime or commodity.
     
The stable outlook on AES reflects our expectation of consistent
performance over the next 18 months to 24 months.
      
"We believe that as a result of large investment needs, the
positive credit momentum has eased and further debt reduction is
unlikely," noted Standard & Poor's credit analyst Aneesh Prabhu.  
"We could revise the outlook to negative if cash flow
distributions deteriorate as a result of substantial investments
that do not generate expected distributions, or if project-level
financing results in lower distributions," he continued.
Substantial loss of distributions from major contributors could
also affect credit quality.


AES IRONWOOD: Low Debt Ratio Cues S&P to Affirm 'B+' Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' debt rating
on AES Ironwood LLC's $308 million senior secured notes. S&P also
assigned a recovery rating of '3' to the senior secured bonds,
indicating the expectation of meaningful (50% to 70%) recovery in
the event of a payment default.  The rating action on Ironwood's
debt reflects the application of Standard & Poor's enhanced
recovery rating scale and issue rating framework, and does not
reflect a change in S&P's opinion of the company's default risk as
reflected by the corporate credit rating.

The ratings on Ironwood reflect a historically low debt service
coverage ratio, a history of disputes with the offtaker, and
merchant risk during the last four years of the bond term.  If the
project can achieve superior operating and financial performance,
its rating would still be constrained at the rating of its
offtaker because in the absence of the power-purchase agreement,
the project would operate under merchant conditions and may be
unable to service its debt.

Ironwood is a 705-MW combined-cycle, natural-gas-fired generating
station in South Lebanon Township, Pennsylvania, that sells its
entire capacity and energy to Williams Power Co. Inc. (formerly
known as Williams Energy Trading and Marketing Co.), a subsidiary
of The Williams Cos. Inc. (Williams;
BB+/Stable/NR), through a 20-year PPA.
     
The stable outlook reflects Standard & Poor's view of continued
moderate performance, with the DSCR above 1x for the foreseeable
future.  Sustained operating problems could affect capacity
revenue, which would negatively affect the rating or outlook.
Improving market conditions which result in better financial
performance could lead to a positive outlook and higher ratings.


AES RED: S&P Lifts Rating on $356 Million Secured Notes to BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its debt rating on AES
Red Oak LLC's $356 million senior secured notes to 'BB-' from
'B+'.  S&P also assigned the senior secured bonds a recovery
rating of '2', indicating the expectation of substantial (70% to
90%) recovery in the event of a payment default scenario.  The
rating action on Red Oak's debt reflects the application of
Standard & Poor's enhanced recovery rating scale and issue rating
framework and does not reflect a change in S&P's opinion of the
company's default risk as reflected by the corporate credit
rating.
     
Red Oak is a combined-cycle, natural gas-fired generation station
in Middlesex County, New Jersey with a nameplate capacity of 830
MW.  It is 100% indirectly owned by The AES Corp. (AES; BB-
/Stable/--), and sells its capacity and energy to Williams Power
Co. Inc. (Williams Power; not rated) under a 20-year, power-
purchase agreement.  The Williams Cos. Inc. (Williams; BB+/Watch
Pos/--) guarantees Williams Power's obligations under the PPA.  
AES Sayreville LLC (not rated), a wholly owned subsidiary of Red
Oak, operates the project.
     
The stable outlook on Red Oak reflects Standard & Poor's view of
expected improvement in dispatch factor leading to improvement in
financial performance.
      
"The rating on Red Oak could be raised, if the company can achieve
the expected improvement," noted Standard & Poor's credit analyst
Aneesh Prabhu.  "Although less likely, a negative outlook or lower
rating could follow an adverse litigation outcome with Raytheon
Co., or if the facility's operating performance worsens," he
continued.


AMERICAN HOME: Best Bids for Broadhollow & Melville Loans Named
---------------------------------------------------------------
On Sept. 26, 2007, an auction was held at the offices of Young
Conaway Stargatt & Taylor, LLP, for the sale of loans owned by
Broadhollow Funding LLC and Melville Funding LLC.

Broadhollow and Melville are non-Debtor, special purpose entities
sponsored by American Home Mortgage Investment Corp. to fund a
portion of its prime mortgage origination.  

Loans up for auction include approximately 5,700 whole mortgage
loans with an aggregate unpaid principal balance of approximately
$1,620,000,000.

At the conclusion of the auction, the bids submitted by these
entities constitute the highest and otherwise best bids:

   Mortgage Loan                       Successful Bidder
   -------------                       -----------------
   Broadhollow Non-Performing loans    Citibank, N.A.

   Melville Non-Performing Loans       Citibank, N.A.

   Broadhollow Agency Eligible         Lehman Brothers Bank, FSB
     Performing Loans                  

   Broadhollow Non-Agency Eligible     Lehman Brothers Bank, FSB
     Performing Loans

   Melville Agency Eligible            JPMorgan Acquisition Corp.
     Performing Loans

   Melville Non-Agency Eligible        JPMorgan Acquisition Corp.
     Performing Loans

American Home sought authority from the U.S. Bankruptcy Court for
the District of Delaware to sell the Loans in August 2007.

According to American Home, the Loans do not constitute property
of the bankruptcy estate under Section 541 of the Bankruptcy Code.

The company explained that its interest in Broadhollow and
Melville extend to any residual value remaining after the (i) sale
of the Loans, and (ii) payment in full of the secured liquidity
notes issued by Broadhollow and Melville, which are secured by
mortgage loans that Broadhollow and Melville purchased from time
to time pursuant to certain mortgage loan purchase and servicing
agreements among Broadhollow, Melville, American Home and certain
of its debtor-affiliates.

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


AMERICAN HOME: Pact on ABN Construction Loans Sale Approved
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the stipulation American Home Mortgage Investment Corp. and its
debtor-affiliates entered into with ABN AMRO Bank N.V. regarding
marketing and sale of certain construction loans and servicing
rights.

Certain of the Debtors are parties to a master repurchase
agreement on February 28, 2007, wherein ABN MRA Debtors are the
sellers, AHM Servicing Inc., is the servicer, and ABN as the
agent, and other related agreements.  Pursuant to the agreements
and during a five-month period before Aug. 6, 2007, ABN purchased
from ABN MRA Debtors 430 residential construction loans for
$222,000,000.

As of July 31, 2007, the mortgagors owed $145,000,000 in
connection with advances made to them under the ABN Construction
Loans.  Up to $77,000,000 in additional advances were available
to be drawn by the mortgagors to fund the completion of
construction projects.

Before the Debtors' bankruptcy filing, ABN delivered to the
Debtors notices of events of default under the Agreements.  In
August 2007, the Debtors obtained the Court's approval of a
stipulation permitting ABN to fund certain additional mortgagor
advances by the Debtors and authorizing and directing ABN to make
servicing payments to the Debtors for continued postpetition
servicing of the ABN Construction Loans.

The Debtors have sought to maximize the value of their estates
and have asked the Court for authority to establish sale
procedures and approve the sale of construction loans and related
servicing rights.  To avoid a costly dispute that could impede
the sale of the construction loans and related servicing to which
ABN is a party, the parties wish to compromise and settle the
controversy between them.

The Debtors and ABN have agreed to these terms:

    -- the Debtors' marketing and sale of the ABN Construction
       Loans and the rights to service the Loans in accordance
       with the proposed auction protocol submitted to the Court;

    -- the treatment to be accorded to the proceeds of any sale;
       and

    -- the payment of $700,000 and other consideration by ABN to
       the Debtors relating to disposition of the ABN
       Construction Loans and related servicing rights to a third
       party.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, notes that the Stipulation,
provides the Debtors with $700,000 regardless of the outcome of
the sale and clears an obstacle on their path to a successful
sale of their construction loans.  By agreeing to the terms of
the Stipulation, the Debtors, according to Mr. Patton, are able
to avoid the commencement of a costly and contentious dispute
with ABN AMRO.

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


APPALACHIAN BUILDING: Files List of Largest Unsecured Creditors
---------------------------------------------------------------
Appalachian Building Components Inc. filed with the U.S.
Bankruptcy Court for the Eastern District of Tennessee a list of
its 21 largest unsecured creditors.

     Entity                             Claim Amount
     ------                             ------------
     Sunset Forest Products, Inc.           $101,398
     P.O. Box 9
     Mountain City, TN 37683

     Mitek Industries, Inc.                  $77,149
     4399 Collections Center
     Chicago, IL 60693

     Robbins                                 $42,669
     P.O. Box 17939
     Tampa, FL 33683

     Farmers State Bank                      $30,612
                                      Secured value:
                                            $625,000

     American Lumber                         $15,536

     East Coast Lumber Co.                   $14,181

     OFC Capital                             $10,023

     American International Group             $9,870

     BB&T of NC Business Loan Center          $6,119
                                      Secured value:
                                             $20,000

     Johnson County Trustee                   $5,574

     Citibusiness Card                        $4,269

     TCI Tire Centers                         $3,596

     Lazy Day Services                        $2,469

     Talladega Machinery & Supply             $1,898

     The Tomahawk, Inc.                       $1,696

     L&L Lumber, Inc.                         $1,439

     GPM Mechanical & Welding                 $1,439

     Roan Valley Market                       $1,277

     Advanced Communications                  $1,225

     NMHG Financial Services                    $543

     Boone Rentals, Inc.                        $366

Appalachian Building Components Inc. LLC is based in Mountain
City, Tennessee.  The company manufactures engineered wood
products.  The Debtor filed for chapter 11 protection on Aug. 17,
2007 (Bankr. E.D. Ten. Case No. 07-51126).  Fred M. Leonard, Esq.
represents the Debtor in its restructuring efforts.  When the
Debtor filed for bankruptcy, it listed total assets of $1,263,894
and total debts of $1,647,881.


ARCHSTONE-SMITH: Completes $22.2 Billion Sale to Partnership
------------------------------------------------------------
Archstone-Smith Trust has closed its sale to a partnership
sponsored by affiliates of Tishman Speyer Real Estate Venture VII,
L.P. and Lehman Brothers Holdings Inc. in a transaction valued at
approximately $22.2 billion, including Archstone-Smith's
outstanding debt.  The transaction is being financed by equity
provided by Tishman Speyer, and debt and equity capital provided
and arranged by Lehman Brothers Holdings Inc., Banc of America
Strategic Ventures, Inc., Barclays Capital and their respective
affiliates.

Pursuant to the merger, holders of Archstone-Smith's common shares
will receive cash consideration of $60.75 per share, without
interest and less applicable withholding taxes, for each share
issued and outstanding immediately prior to the effective time of
the merger.  In addition, in connection with the merger of
Archstone-Smith Operating Trust with an affiliate of the
partnership sponsored by affiliates of Tishman Speyer Real Estate
Venture VII, L.P. and Lehman Brothers Holdings Inc., holders of
Archstone-Smith Operating Trust's Class A-1 common units will
receive one newly issued Series O preferred unit of Archstone-
Smith Operating Trust or, if they so elected, a cash payment equal
to $60.75, without interest and less applicable withholding taxes,
for each Class A-1 common unit that they own, or a combination of
Series O preferred units and the cash consideration.

As a result of the completion of the merger, Archstone-Smith has
applied to delist its common shares from the New York Stock
Exchange.

"This transaction with Tishman Speyer and Lehman Brothers is a
powerful combination of real estate assets, management, and
expertise that will greatly benefit all parties," R. Scot Sellers,
who will remain chief executive officer, said. "As the rental
market continues to strengthen, the Archstone-Smith apartment
portfolio is well-positioned to create tremendous long-term value.  
I would like to thank our fantastic associates in the United
States and Europe, who have worked so hard to help us achieve so
much together.  We are looking forward to working closely together
to accomplish even more as we move forward."

"We're delighted to have acquired a portfolio of residential
rental properties that is unparalleled both in its quality and
scope," Rob Speyer, President of Tishman Speyer, said.  
"Archstone-Smith has been the premiere organization in its market
for many years, and we look forward to being in business with its
exceptional team of professionals."

"Our partnership with Tishman Speyer brings together two firms
with long track records of creating value in real estate," Mark
Walsh, managing director and global head of real estate for Lehman
Brothers, said.  "We are excited about the closing of this
transaction and the opportunity to help Archstone-Smith manage its
first-class collection of properties."

In addition, on Oct. 5, 2007, Archstone-Smith Operating Trust
issued notices of redemption to redeem all of its outstanding:

     a) 4.861% Notes due 2007,
     b) 6-7/8% Notes due 2008,
     c) 3.00% Notes due 2008,
     d) 7.55% Notes due 2008,
     e) 6.95% Notes due 2008,
     f) 7% Notes due 2009,
     g) 7-5/8% Notes due 2009,
     h) 7.15% Notes due 2010,
     i) 7.65% Notes due 2010,
     j) 5-1/4% Notes due 2010,
     k) 6-1/2% Notes due 2012,
     l) 7.20% Notes due 2013,
     m) 7-1/2% Notes due 2014,
     n) 5-5/8% Notes due 2014,
     o) 5-1/4% Notes due 2015,
     p) 5-1/4% Notes due 2015,
     q) 8.10% Notes due 2015,
     r) 7.90% Notes due 2016,
     s) 5-3/4% Notes due 2016,
     t) 8.15% Notes due 2016,
     u) 8.05% Notes due 2017,
     v) 7.25% Notes due 2009, and
     w) 7.86% Notes due 2017.

It is expected that these notes will be redeemed on Nov. 5, 2007.

Additionally, Lehman Brothers has secured the participation of
Fannie Mae and Freddie Mac in the transaction.  Fannie Mae
purchased a $7.1 billion credit facility which is secured by 105
multifamily properties that were part of the transaction, and
Freddie Mac executed a $1.8 billion structured transaction that
provided new financing for 32 multifamily properties across the
country and approved assumption of an additional 15 properties.

"Fannie Mae is pleased to serve as a constant and reliable source
of liquidity in today's ever-changing capital markets," David
Worley, senior vice president of risk management at Fannie Mae,
said.

"This is a great example of Freddie Mac's capacity to effectively
and quickly serve as a reliable source of funding in all market
environments," Mitchell Kiffe, vice president of multifamily
sourcing for Freddie Mac, added.

                    About Tishman Speyer

Headquartered in New York City, Tishman Speyer Real Estate Venture
VII, L.P. -- http://www.tishmanspeyer.com/-- owns, develops,  
operates and funds first class real estate in the world.  The
company is known for such signature Class-A properties as New
York's Rockefeller Center and the Chrysler Center, Berlin's Sony
Center, Frankfurt's MesseTurm, CBX Tower in Paris, and Torre Norte
in Sao Paolo, Brazil.

                     About Lehman Brothers

Headquartered in New York City, Lehman Brothers Holdings Inc.
(ticker symbol: LEH) -– http://www.lehman.com/-- finances  
corporations, governments and municipalities, institutional
clients, and high net worth individuals worldwide.  Founded in
1850, Lehman Brothers maintains leadership positions in equity and
fixed income sales, trading and research, investment banking,
private investment management, asset management and private
equity.  The firm has regional headquarters in London and Tokyo
and operates in a network of offices around the world.

                      About Archstone-Smith

Headquartered in Englewood, Colorado, Archstone-Smith Trust (NYSE:
ASN) -– http://www.archstonesmith.com/-- operates and invests in  
apartments.  The company's portfolio is concentrated in many of
the most desirable neighborhoods in the Washington, D.C.
metropolitan area, Southern California, the San Francisco Bay
Area, the New York metropolitan area, Seattle and Boston.  Through
its two brands, Archstone and Charles E. Smith, Archstone-Smith
strives to provide great apartments and great service to its
customers—backed by unconditional service guarantees.  As of
October 5, 2007, the company owned or had an ownership position in
359 communities, representing 87,667 units, including units under
construction.


ARCHSTONE-SMITH: S&P Cuts Rating to BB- and Removes Neg. Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services took these rating actions
affecting Archstone-Smith Operating Trust and Archstone-Smith
Trust after the Oct. 5, 2007, close of the company's leveraged
acquisition by a partnership sponsored by Tishman Speyer Real
Estate Venture VII L.P. (not rated) and Lehman Bros. Holdings Inc.
(A+/Stable/A-1) for approximately $23.3 billion:

     -- S&P lowered its corporate credit ratings on Archstone
        and the REIT to 'BB-' from 'BBB+' and removed them from
        CreditWatch with negative implications, where they were
        placed on May 30, 2007, and then withdrew the rating on
        the REIT;
     -- S&P withdrew the ratings assigned to Archstone's
        $2.3 billion of senior unsecured notes;
     -- The 'BBB+' rating on the exchangeable notes remains on
        CreditWatch negative;
     -- S&P lowered the preferred stock rating to 'B-' from
        'BBB' and then withdrew it; and
     -- S&P assigned Archstone's new parent entities, Tishman
        Speyer Archstone-Smith Multifamily Guarantor L.P. and
        Tishman Speyer Archstone-Smith Multifamily Parallel
        Guarantor LLC, 'BB-' CCRs.

"The 'BB-' corporate credit rating reflects an aggressive
financial profile resulting from the recently completed go-private
transaction," explained Standard & Poor's credit analyst George
Skoufis.  "The pro forma capital structure is more highly
leveraged, the apartment assets are entirely secured, and debt
protection measures are very weak.  Furthermore, development will
play a greater role in the company's growth."
     
The weaker financial profile is partly offset by the good quality
and above-average historical operating performance of Archstone's
portfolio, as well as the fact that Archstone's seasoned
management team is expected to remain in place to manage the
platform.
     
The outlook is stable, reflecting the high quality and solid
performance of the portfolio and an experienced management team
that has a solid track record of creating value through asset
recycling and development.  The existing interest reserve provides
support for the weak debt service coverage at the
current rating level.  

However, Standard & Poor's would lower the ratings if it  appears
that the company will be unable to achieve sufficient asset sales
to repay the bank debt and alleviate the debt burden, or if the
company is unable to pull back development activity if the
operating environment deteriorates.  Positive rating momentum is
unlikely in the near term; however, debt repayment that results in
a stronger overall financial profile, particularly debt service
requirements that are comfortably covered by operating cash flow,
would drive future positive rating momentum.


ARTESIAN POOLS: Files List of 20 Largest Unsecured Creditors
------------------------------------------------------------
Artesian Pools LLC filed with the U.S. Bankruptcy Court for the
Eastern District of Tennessee a list of its 20 largest unsecured
creditors.

     Entity                             Claim Amount
     ------                             ------------
     MSC Engineered                         $393,206
     Materials & S.G.
     2200 East Pratt
     Elk Grove, IL 60007

     Continuous Colour                      $282,406
     Coat Ltd.
     1430 Martin Grove Road
     Rexdale, ON M9W 4Y1

     Coilplus-Pennsylvania, Inc.            $196,644
     5135 Bleigh Avenue
     Philadelphia, PA 19136-4202

     Donald V. Biase, Chapter 7              $94,520
     Trustee

     Innvative Plastic Solutions             $93,907

     Regal Plastics                          $92,453

     Royal Moulding Limited                  $68,713

     American Express                        $57,050

     Service Transport, Inc.                 $46,176

     BRT Extrusions Inc.                     $46,150

     Alcoa Inc.                              $43,086
  
     Texas Mgt. Div. of Houston              $40,614

     D & S Tool Development Co.              $35,847

     Harold R. Heinrich, Inc.                $35,232

     American Express LOC                    $34,503

     Fred Blanchard                          $31,473

     Partners-in-Plastics                    $30,334

     Ken-Mac Metals                          $29,949

     Arbor Metals L.P.                       $29,334

     Prior Coated Metals                     $28,121
     
Headquartered in Baltimore, Maryland, Artesian Pools LLC --
http://www.swiartesian.com/-- designs and manufactures swimming  
pools for families.  The company offers ground and above ground
pools with extruded aluminum fences and pre-carpeted decks in
round and oval sizes.  It sells its products through dealers
worldwide.

The Debtor filed for chapter 11 protection on Aug. 20, 2007
(Bankr. E.D. Ten. Case No. 07-13442).  Jerrold D. Farinash, Esq.
of Kennedy, Koontz & Farinash represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed total assets of $3,528,203 and total debts of $4,685,074.


ASPEN EXECUTIVE: Stops Operations to Finalize Likely Business Deal
------------------------------------------------------------------
John Gallaher, CEO of Aspen Executive Air LLC aka AEXJet, said
that the company is closing its operations for two weeks,
AINonline reports citing an e-mail sent to employees on Oct. 5,
2007.  The report adds that the move was done in order to finalize
a possible business combination with an unidentified operator.

AINonline relates, citing Mr. Gallaher, that the company has been
unable to meet expectations.  When the company filed for
bankruptcy, CEO Gallaher previously said that the company would
continue its operations.  However, the report discloses, due to
unanticipated operational constraints, it was decided that the
best option was to cease operations temporarily.

Based in Basalt, Colorado, Aspen Executive Air LLC, aka AEXJet
-- http://www.aexjet.com/-- is a private jet travel company.  The    
company filed for chapter 11 protection on Sept. 14, 2007 (Bankr.
D. Del. Case No. 07-11341).  Laura Davis Jones, Esq., at Pachulski
Stang Ziehl & Jones LLP represents the Debtor.  When the Debtor
filed for protection form its creditors, it listed assets and
debts between $1 million and $100 million.  The Debtor's list of
20 largest unsecured creditors showed claims of more than
$20 million.


AURORA HOUSING: Moody's Affirms Ba2 Rating on $2.46 Mil. Bonds
--------------------------------------------------------------
Moody's Investors Service affirmed the rating on $2.46 million of
outstanding Aurora Housing and Redevelopment Authority's Multi-
family Housing Revenue Bonds, (Irongate Apartment Section 8
Assisted Project) at Ba2.  The outlook on the rating has been
revised to negative.  The revised rating outlook at the Ba2 rating
level is based on the property's strained financial condition.

Irongate Apartments is a small 78 unit Section 8 subsidized
property for the elderly and families in Aurora, Minnesota (Duluth
MSA).  Audited 2006 financial statements for the 78-unit property
demonstrate the deteriorating debt service coverage level of 1.09x
(excluding reserve for replacements expense), primarily due to
increasing maintenance expenses.  

The project's recent occupancy level has decreased to about 85%
from 93% average in 2006.  In addition, Irongate's one bedroom
contract rents equate to 147% of HUD Fair Market Rent for the
Duluth MSA, so it is unlikely that the project will raise rents in
the near future.  Due to continuing vacancy challenges and
increasing expenses, the property still faces financial stress.
The Surplus Account continues to have a zero balance, although the
Reserve and Replacement Account totaled approximately $81,520 (or
$1,045 per unit).

The outlook on the bonds has been revised to negative from stable.  
Given the fact that the bond maturity and HAP expiration (which
are co-terminous) do not end until October 2019, it is likely that
the property will continue facing financial challenges unless
there is a substantial long-term increase in occupancy level and a
reduction of maintenance expenditures over the next few years.

Key Statistics (as of Dec. 31, 2006 audited financial statements)

Recent Occupancy: 85% (average 93% in 2006)

HAP expiration: Oct. 15, 2019

Debt Maturity: Oct. 1, 2019

1 bedroom Contract Rent as % of HUD FMR: 147%

Debt Service Coverage: 1.09x (excluding reserve for replacements
expense)

Reserve and Replacement per unit: $1,045

Surplus Fund per unit: $0


AVADO BRANDS: Committee Raises Concerns on DIP Financing Terms
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Avado Brands Inc.
and its debtor-affiliates' chapter 11 cases informed the U.S.
Bankruptcy Court for the District of Delaware that it has begun
discussions with the Debtors regarding their request to obtain
postpetition financing from DDJ Capital Management LLC.  The
Committee further tells the Court that it is also commencing
discussions with the lenders regarding these issues.

The Committee relates that based on its initial discussion with
Debtors' chief financial officer and preliminary review on the
budget, it is concerned that the Debtors' 5% weekly variance
cushion may not provide sufficient protection from minor
forecasting errors.  In addition, the Committee believes that the
$150,000 post-default carve-out is insufficient and should be
increased.

Additionally, the Committee points out that the proposed interest
rates for the DDJ debtor-in-possession financing at 18% non-
default rate and 20.5% default rate appear relatively high.

However, the Committee says that presently, it doesn't object to
the second interim order issued by the Court since it understands
the Debtors' need for financing.

The Committee hopes that its concerns will be resolved prior to
the October 16 final hearing on the Debtors' motion to obtain DDJ
DIP financing.

                       About Avado Brands

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.  The Official Committee of Unsecured
Creditors retains Otterbourg, Steindler, Houston & Rosen PC and
Pepper Hamilton LLP as its co-counsel and BDO Seidman LLP and
Trenwith Group LLC as its financial advisors.  In their second
filing, the Debtors disclosed estimated assets and debts between
$1 million to $100 million.


AVADO BRANDS: Gets Second Interim OK to Use DDJ Capital DIP Funds
-----------------------------------------------------------------
Avado Brands Inc. and its debtor-affiliates obtained permission
from the U.S. Bankruptcy Court for the District of Delaware to
obtain additional postpetition financing from the $67 million loan
DDJ Capital Management LLC offered to the Debtors.

The Debtors previously obtained interim approval to borrow up to
$24 million from DDJ DIP Facility.

The DIP facility bears a cash interest at 18% per annum, payable
monthly, calculated on an actual 360-day basis.

             DIP Liens Senior to Pre-Petition Liens

The Debtors disclose that pursuant to a credit agreement dated
May 19, 2005, among the Debtors and their subsidiaries, borrowers,
DDJ Capital, agent and certain lenders, the pre-petition lenders
provided loans to the Debtors.  As of bankruptcy filing, the
Debtors disclose that they owe the pre-petition lenders an amount
not less than $47 million.

As collateral to their pre-petition obligations, the Debtors
granted the pre-petition agent a lien on substantially all of
their assets.  However, the Debtors relate that the pre-petition
agent and lenders have consented that the DIP liens be granted
priority over the pre-petition liens.

The Court has set a hearing for considering final approval to the
Debtors' DIP financing request on Oct. 16, 2007.

The Bank of New York will serve as sub-administrative agent for
DDJ.

                        About Avado Brands

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

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

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

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


BEAR STEARNS: Fitch Holds BB+ Rating on $5.3MM Class H Certs.
-------------------------------------------------------------
Fitch Ratings upgrades one class of Bear Stearns Commercial
Mortgage Securities Corporation's commercial mortgage pass-through
certificates, series 1998-C1, as:

   -- $32.2 million class D to 'AAA' from 'AA+';

In addition, Fitch affirms these classes:

   -- $22.8 million class A-1 at 'AAA';
   -- $408.3 million class A-2 at 'AAA';
   -- Interest-only class X at 'AAA';
   -- $35.7 million class B at 'AAA';
   -- $32.2 million class C at 'AAA';
   -- $8.9 million class E at 'AA-';
   -- $12.5 million class F at 'A-';
   -- $5.3 million class H at 'BB+'

Fitch does not rate classes G, I or J. Class K has been reduced to
zero due to realized losses.

The upgrades reflect increased credit enhancement levels due to
prepayments, scheduled amortization as well as defeasance since
the last Fitch ratings action.  An additional five loans (7.9%)
have defeased. In total, fifty-one loans (40.4%) have defeased to
date.  As of the September 2007 distribution date, the pool
reduced 21% to $564.9 million from $714.7 million at issuance.

Currently, one loan (1%), secured by an enclosed mall in St.
Johnsbury, VT is in special servicing.  A preliminary appraisal
value indicates substantial equity in the property.  However,
occupancy remains low at 56% and leasing efforts are on-going.
Fitch will continue to monitor the performance of this property.


BROADHOLLOW FUNDING: S&P Junks Rating on Subordinated Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'A-1+' rating on
the secured liquidity notes issued by Broadhollow Funding LLC
following their full repayment.  At the same time, S&P lowered its
ratings on the subordinated notes from Broadhollow's series 2004-A
and 2005-A to 'CCC' from 'BBB' and left them on CreditWatch
negative, where they were placed
Aug. 6, 2007.

According to Broadhollow's program documents, the Aug. 6, 2007,
bankruptcy filing of American Home Mortgage Investment Corp.
triggered a program termination event that precludes Broadhollow
from purchasing additional residential mortgage loans from AHM and
from issuing new SLNs.  On Aug. 7, 2007, Broadhollow's outstanding
SLNs were extended for 120 days pursuant to the program
documentation that provided for the SLN extension under these
circumstances.  The inability to issue new SLNs, together with the
extension of the outstanding SLNs, required Broadhollow to begin
liquidating its portfolio in order to repay the outstanding SLNs.  
An auction was completed Sept. 27, 2007, and all of the loans were
sold except for 37 performing loans with an outstanding principal
balance of approximately $8.5 million.  

These loans are expected to be sold within the next two weeks.  
Funds on deposit in the reserve account, proceeds from the loan
sales, and payments under the market value swaps for both
performing loans and nonperforming loans are the sources of
repayment of the SLNs and subordinated notes.  The sales proceeds
include the proceeds received through the repayment of a secured
inter-company variable-funding note issued by Broadhollow's
affiliate, Melville Funding LLC.

       Broadhollow SLNs Repaid in Full; Rating Withdrawn

Standard & Poor's affirmed its 'A-1+' rating on Broadhollow's SLNs
on Aug 6, 2007, following AHM's bankruptcy filing.  S&P affirmed
its 'A-1+' ratings on Broadhollow's SLNs again on
Aug. 14, 2007.

Standard & Poor's has withdrawn its rating on Broadhollow's SLNs
because they were paid in full.  The proceeds from the recent
auction of the portfolio of loans, payments received by swap
counterparties on performing loans, and amounts on deposit in the
reserve account were sufficient to retire all outstanding
principal and interest due on Broadhollow's SLNs.
    
          Broadhollow's Subordinated Notes Downgraded

S&P first placed its ratings on Broadhollow's subordinated notes
on CreditWatch negative on Aug. 6, 2007, following AHM's
bankruptcy filing.

At that time, S&P's rating action reflected the uncertainty
concerning the extent to which the reduced operating structure of
AHM would affect its servicing operations and affect the
performance of the portfolio.  Following AHM's Aug. 6, 2007,
bankruptcy filing, delinquencies in Broadhollow's portfolio
increased significantly.  This increase in loan delinquencies,
coupled with the current market environment for pricing of
nonperforming loans, has substantially increased the risk to the
subordinated noteholders.  The subordinated notes are susceptible
to these increased risks because the market value swaps do not
cover credit-related deterioration in the price of
delinquent and defaulted loans.

The downgrades of the subordinated notes from series 2004-A and
2005-A reflect discussions with Broadhollow's program
administrator and the depositary regarding the amount of cash
received from the sale of the loans and from the swap
counterparties with respect to performing loans, as well as
amounts expected to be received from the sale of the remaining
loans and from the swap counterparties with respect to
nonperforming loans (payments for which are due on Oct. 10, 2007).  
It is expected that the total amount of available funds will be
insufficient to pay the subordinated notes in full
after repayment of the SLNs.

Standard & Poor's will continue to monitor the situation and will
take appropriate rating actions, if any, as matters further
develop.
   
                      Rating Withdrawn

                   Broadhollow Funding LLC
                            SLNs

                            Rating
                            ------
                        To           From
                        --           ----
                        NR           A-1+

            Ratings Lowered and Remain on CNegative

                    Broadhollow Funding LLC
        Variable-rate subordinated notes series 2004-A

                           Rating
                           ------
                   To                  From
                   --                  ----
                   CCC/Watch Neg       BBB/Watch Neg

                    Broadhollow Funding LLC
         Variable-rate subordinated notes series 2005-A

                            Rating
                            ------
                   To                  From
                   --                  ----
                   CCC/Watch Neg       BBB/Watch Neg


CALPINE CORP: Files Fourth Amended Chapter 11 Plan
--------------------------------------------------
A day after the entry of the Disclosure Statement Order, Calpine
Corp. and its debtor-affiliates delivered to the U.S. Bankruptcy
Court for the Southern District of New York their Fourth Amended
Joint Plan of Reorganization and an accompanying Disclosure
Statement to incorporate the views of certain creditors regarding
the treatment of Claims under the Plan, as well as their views on
other Plan provisions.

Gregory L. Doody, Calpine's Executive Vice President, General
Counsel, and Secretary, stated that the Fourth Amended Plan and
Disclosure Statement, as cleaned up for inclusion in the Plan
Solicitation Package, retain substantially all of the terms under
the Court-approved Disclosure Statement.

Mr. Doody relates in the Court filing that, under the Fourth
Amended Plan, certain creditors disagreed with using the Federal
Judgment Rate as the postpetition rate of interest for rejection
damages claimholders.  Those Creditors asserted that contract or
state law rate of interest should be used for calculating the
postpetition interest because the Federal Judgment Rate may, in
certain instances, be less than the contract or state law rate
that may otherwise apply to the rejection damages claims, and thus
reduce the total postpetition interest that claimholders may
recover under the Plan.

According to Mr. Doody, Quadrangle Master Funding, Ltd., believes
that the proposed Plan treats the Class of General Note Claims
more favorably than the Class of General Unsecured Claims because
the Plan (i) provides for payment of postpetition interest on
General Note Claims at contract rate, and (ii) allows for partial
distributions on General Note Claims where part of that Claim is
Disputed, while General Unsecured Claims receive postpetition
interest at the Federal Judgment Rate, and may not receive partial
distributions if a part of that Claim is Disputed.

The Debtors, however, believe that the proposed claims treatment
is consistent with applicable law, provides for administrative and
distribution conveniences that are appropriate and necessary under
the circumstances, and comports with due process.

To the extent the Holder of an Allowed General Unsecured Claim in
Class C-8 receives postpetition interest on its Allowed Claim at
the Federal Judgment Rate under the Plan, the recovery to that
Holder will be different than the recovery to Holders of Allowed
General Note Claims in Class C-2, which will include postpetition
interest at the contract rate, as determined by the Court, Mr.
Doody says.

Manufacturers & Traders Trust, as Indenture Trustee for 7.75%
Contingent Convertible Notes Due 2015, believes that the proposed
Plan inappropriately provides that Court oversight regarding
certain Claims and related matters is eliminated after the Plan is
confirmed, and that the Debtors are improperly vested with broad
discretion to alter Creditors' rights.  The Debtors assert that
the Plan is proper and comports with applicable law.

The 7.75% Convertible Noteholders also believe that Holders of
Interests may not obtain any recovery under the Plan until after
all Holders of Allowed Unsecured Claims have received and retained
payment in full.  The Debtors and the Official Committee of
Unsecured Creditors reserve their rights with respect to the
7.75% Convertible Noteholders' contention.

The 4.0% Convertible Noteholders, the 4.75% Convertible
Noteholders, the 7.75% Convertible Noteholders, and the 6%
Convertible Noteholders each has asserted a claim for damages
arising from the premature abrogation of the conversion right
contained in their respective indentures.  The Convertible
Noteholders also asserted claims arising under alleged breach of
contract.

In the Fourth Amended Plan, the 7.75% Convertible Noteholders
estimate their Conversion Right Claim to range from approximately
$140,200,000 to $578,400,000 and assert that they are entitled to
a $110,500,000 claim for breach of the "no-call" provisions of
their indenture.  The 6% Convertible Noteholders, on the other
hand, estimate their Conversion Right Claim to range from
approximately $124,700,000 to $544,100,000.

The Convertible Noteholders assert that, to the extent that their
Conversion Right Claims are subject to subordination under
Section 510(b), their Conversion Right Claims should be classified
as Subordinated Debt Securities Claims under the Plan.  However,
the Debtors insist that the Conversion Right Claims would be
classified as Subordinated Equity Securities Claims under the Plan
if those Claims were Allowed at all.

The Convertible Noteholders further assert that certain amounts in
excess of principal, interest, and indenture trustee fees arising
under the indentures were improperly disallowed.

The 7.75% Convertible Noteholders and the 6% Convertible
Noteholders' estimate involves several judgments and assumptions
regarding various changeable factors, like stock price, the
treasury rate and volatility, Mr. Doody notes.  Their estimates
reflects, among other things, the use of a significant rate of
volatility, the high end estimate of New Calpine TEV, and the low
end of the Debtors' claims estimates.

Mr. Doody maintains that the estimate will not, in any way, be
binding on the 6% Convertible Noteholders or any of their
representatives, consultants, or experts, nor be deemed to be a
waiver or estoppel of any of the rights of the 6% Convertible
Noteholders and the 7.75% Convertible Noteholders or their
professionals to assert or testify to a greater claim amount.  
Mr. Doody adds that the estimate does not constitute the
acceptance or acquiescence by the Debtors, the Creditors
Committee, the Equity Committee, or any party-in-interest to any
assertions or any methodology utilized by the 6% Convertible
Noteholders or the 7.75% Convertible Noteholders.

Certain Creditors who allege that the Debtors are responsible for
a forest fire that started at the Debtors' Geysers facility in
2004 -- the Geyser Fire Victims -- believe that certain
provisions of the Plan do not comply with the requirements for
Confirmation and unduly prejudice them and others who may have
access to the Debtors' liability insurance.  The victims also
complain that the Plan provide improper discretion in the
estimation of Claims and the Plan permit premature expungement of
Claims potentially covered by insurance and may unduly hinder
parties' ability to litigate with insurance carriers.

The Debtors disagree with the Geyser Fire Victims'
interpretations of the Plan.  Both parties reserve their rights
with respect to these matters, including the rights to support or
oppose Plan Confirmation.

Hawaii Structural Ironworkers Pension Trust Fund, on behalf of a
class of common stock purchases, who filed a litigation in a
California state court against the Debtors, believes that the
Hawaii Class ultimately may hold both Allowed Interests and
Allowed Subordinated Equity Securities Claims.  Pursuant to the
Fourth Amended Plan, Allowed Claims in Class 1E-2 and Allowed
Interests in Class 1E-1 will receive the same treatment in
accordance with Section 510(b).  The Debtors estimate the
Subordinated Equity Securities Claims in the amount of $0.  The
Hawaii Class believes that the Subordinated Equity Securities
Claims have substantial value, in excess of $60,000,000, which
may be satisfied either by applicable insurance or New Calpine
Common Stock.

Thus, the Hawaii Class believes that the ultimate value of the
Class E-2 Subordinated Equity Securities Claims may have a
significant impact on the recovery to holders of Allowed Class E-
1 Interests.  The Debtors reserve their rights with respect to
the views of the Hawaii Class in the Hawaii Litigation.

A full-text copy of the Debtors' Fourth Amended Plan of
Reorganization is available for free at:

           http://ResearchArchives.com/t/s?242a

A full-text copy of the Debtors' Fourth Amended Disclosure
Statement is available for free at:

              http://ResearchArchives.com/t/s?242b

                     About Calpine Corporation

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

The company and its affiliates filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  As of Aug. 31, 2007, the
Debtors disclosed total assets of $18,467,000,000, total
liabilities not subject to compromise of $11,207,000,000, total
liabilities subject to compromise of $15,354,000,000 and
stockholders' deficit of $8,102,000,000.

On Feb. 3, 2006, two more affiliates, Geysers Power Company, LLC,
and Silverado Geothermal Resources, Inc., filed voluntary chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-10198).  
On Sept. 20, 2007, Santa Rosa Energy Center, LLC, another
affiliate, also filed a voluntary chapter 11 petition (Bankr.
S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On September 25, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.

(Calpine Bankruptcy News, Issue No. 64, Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


CALPINE CORP: Judge Lifland Denies Equity Committee's Stay Request
------------------------------------------------------------------
The Hon. Burton R. Lifland of the United States Bankruptcy Court
for the Southern District of New York, at an October 4 hearing,
refused to put off a creditor's vote on Calpine Corp. and its
debtor-affiliates Amended Plan pending the appeal, finding that
the Official Committee of Equity Security Holders ignored the
reality of the Chapter 11 process.

The Equity Committee had argued that the Disclosure Statement does
not provide adequate disclosure because the Debtors have not
provided a "firm" projected enterprise value of the reorganized
entity.  The panel believes that creditors should not be voting on
information that will change.  The Equity Committee insisted that
Calpine is acting improperly by planning to revise the projected
value for the reorganized company just 10 days before the Voting
Deadline.

"Ultimately, it's the [Bankruptcy] court that's going to make the
determination of valuation," Judge Lifland said at the hearing,
according to Bloomberg News.  "I want to give all of you somewhat
of a reality check."

In his four-page memorandum decision and order, Judge Lifland
determined that the parties apparently anticipate a valuation
fight at the confirmation hearing -- that is, a battle of the
experts, with each constituency free to argue for a higher or
lower valuation.  Without full consensus to confirmation of the
Debtors' proposed Plan, the Bankruptcy Court will then determine
the Debtors' enterprise value based on the evidence presented at
the Confirmation Hearing regardless of the Debtors' and Miller
Buckfire & Co.'s own views on valuation.

A balancing of the harms also clearly favors the Debtors and the
creditor constituencies as articulated in their responses to the
Stay Motion, Judge Lifland ruled.  A delay of the Confirmation
process may seriously jeopardize the Debtors' ability to emerge
from Chapter 11 within the timeframe to maintain their
$8,000,000,000 favorable exit financing intact.  Judge Lifland
relates that, should the current commitment expire, the Debtors
would incur up to $800,000,000 in additional interest expense.

Judge Lifland notes that there is a real possibility that the
amount of exit financing the Debtors currently have lined up and
require to implement their Plan would not even be available to
them under the current market conditions.  Thus, he says, a delay
would threaten harm to all parties-in-interest including the
equity holders.

Calpine's current Chapter 11 plan values the company at about
$20,300,000,000, as estimated by Calpine's investment bank,
Miller Buckfire & Co., in June.  The company's valuation will be
decided by Judge Lifland at a trial.

Moreover, Judge Lifland points out that each month the Debtors
remain in Chapter 11, they continue to accrue substantial
administrative expenses and interest expense, approximately
$70,000,000 a month.

Judge Lifland also notes that the Equity Committee's arguments
that they do not have enough information to inform their
constituents ring hollow.  Judge Lifland points out that the
Equity Committee is armed with a full panoply of advisors and
even proposed their own restructuring plan to the Debtors, which
was ultimately rejected.

         Equity Committee's Seeks Leave to File Appeal
                from Disclosure Statement Order

Previously, the Equity Committee sought leave from the Bankruptcy
Court to file an appeal from the Disclosure Statement Order to the
U.S. District Court for the Southern District of New York.

On the Equity Committee's behalf, Gary Kaplan, Esq., at Fried,
Frank, Harris, Shriver & Jacobson, LLP, in New York, asserted that
valuation is the most critical data point used to analyze a
Chapter 11 plan of reorganization, particularly a waterfall plan.
In fact, he said, the purpose of a disclosure statement is to
inform equity holders and claimants, as fully as possible, about
the probable financial results of acceptance or rejection of a
particular plan.  Without valuation information, a disclosure
statement is not adequate because it lacks the most basic
information necessary for investors to make informed decisions
regarding a Chapter 11 plan, Mr. Kaplan maintained.

The Debtors' proposal to change valuation on November 20, which is
10 days before the Voting Deadline, would result in claim and
interest holders having, at most, 10 days to cast their ballots in
an informed manner -- 10 days that include the Thanksgiving
holiday during which many Americans travel, Mr. Kaplan pointed
out.

In creating the "time crunch," Mr. Kaplan asserted that the
Debtors have, for all intents and purposes, improperly truncated
the confirmation objection period to just 10 days, thereby
violating Rule 2002 of the Federal Rules of the Bankruptcy
Procedure and the creditors' constitutionally protected due
process rights.  Rule 2002 requires 25 days' notice of the
objection deadline to a Chapter 11 plan, Mr. Kaplan noted.

Mr. Kaplan contends that neither the Debtors' Plan nor their
Disclosure Statement explain how they intend to disseminate the
change in valuation to ensure that the tens of thousands of claim
and interest holders who are voting on the Plan receive the new
valuation in sufficient time before the Voting Deadline.

                      Equity Committee's Appeal

In their appeal, the Equity Committee asked the U.S. District
Court for the Southern District of New York to determine whether:

  (1) the Debtors' Disclosure Statement, which provides that
      the valuation will be changed just days before the
      November 30, 3007 Voting Deadline, provides adequate
      information to claim and interest holders;

  (2) the "truncated" confirmation objection deadline notice
      complies with Rule 2002(b) of the Federal Rules of
      Bankruptcy Procedure and due process;

  (3) the truncated solicitation period complies with due
      process; and

  (4) the means of providing notice of the late-changed
      valuation to stakeholders is sufficient and complies with
      due process.

The Equity Committee previously sought leave from the Bankruptcy
Court to file an appeal from the Disclosure Statement Order, and
also asked the Bankruptcy Court to enforce a stay of that order
pending the Appeal.

Gary Kaplan, Esq., at Fried, Frank, Harris, Shriver & Jacobson,
LLP, in New York, had asserted, on the the Equity Committee's
behalf, that a change of the Debtors' valuation just days before
the November 30, 2007, Voting Deadline will cause confusion among
the creditors and will impact the investing public.

The valuation issue calls into question whether the Disclosure
Statement had "adequate information," Mr. Kaplan said.

      Debtors & Creditors Committee Respond to Stay Request

The Debtors and the Official Committee of Unsecured Creditors had
asked the Court to deny the Equity Committee's request to enforce
a stay of the Disclosure Statement Order pending the Appeal.

The Debtors and Creditors Committee argued that the Equity
Committee will not prevail on appeal because it has not shown, and
cannot show, that the issue is an "exceptional" case for which
interlocutory appeal is warranted.  Debtors' counsel, Jeffrey S.
Powell, Esq., at Kirkland & Ellis, LLP, in New York, pointed out
that the Equity Committee does not identify any controlling
question of law for which there is a substantial ground for
difference of opinion because the issues the Equity Committee
raises involve fact-specific inquiries that must be addressed on a
case-by-case basis and, therefore, are not suitable for
interlocutory appellate review.

Moreover, Mr. Powell asserted that, even if an interlocutory
appeal were permitted, that the Equity Committee's arguments fail
on their merits and were properly rejected by the Bankruptcy Court
for reasons explained at the September 25 Disclosure Statement
hearing.

The Creditors Committee also pointed out that the Equity Committee
has not sought authority from the District Court to appeal from
the Disclosure Statement Order, thus a stay is procedurally
improper.

In addition, the Debtors and the Creditors Committee contended
that the Equity Committee has not demonstrated that denying a stay
would cause it irreparable harm.  The Equity Committee's purported
concerns that shareholders might not receive the updated version
or might be confused by the Disclosure Statement are unsupported
by an affidavit or citation to record evidence and are too
speculative, Mr. Powell further asserts.

The Debtors and the Creditors Committee insisted that the Equity
Committee will not suffer irreparable injury absent a stay, but
that a stay will cause substantial injury to the Debtors and their
stakeholders.

By delaying the Plan solicitation, the stay will derail the
confirmation process and pose grave risks that the Debtors will
not be able to emerge from Chapter 11 before their financing
commitments expire on January 31, 2008, Mr. Powell points out.

The Debtors maintain that their Chapter 11 case must keep moving
forward so it can emerge from bankruptcy by January 31 and
preserve about $8,000,000,000 in exit financing.  The Unofficial
Committee of Second Lien Debtholders supports the Debtors'
contentions.

                    About Calpine Corporation

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

The company and its affiliates filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  As of Aug. 31, 2007, the
Debtors disclosed total assets of $18,467,000,000, total
liabilities not subject to compromise of $11,207,000,000, total
liabilities subject to compromise of $15,354,000,000 and
stockholders' deficit of $8,102,000,000.

On Feb. 3, 2006, two more affiliates, Geysers Power Company, LLC,
and Silverado Geothermal Resources, Inc., filed voluntary chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-10198).  
On Sept. 20, 2007, Santa Rosa Energy Center, LLC, another
affiliate, also filed a voluntary chapter 11 petition (Bankr.
S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On September 25, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.

(Calpine Bankruptcy News, Issue No. 64 Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


CALPINE CORP: Plan Confirmation Hearing Scheduled on December 18
----------------------------------------------------------------
The Hon. Burton R. Lifland of the United States Bankruptcy Court
for the Southern District of New York set a hearing on Dec. 18,
2007, to consider confirmation of the Chapter 11 Plan of
Reorganization filed by Calpine Corp. and its debtor-affiliates.

Judge Lifland also said that the Confirmation Hearing will
continue on December 19 and 20 and 27, 2007, and may be continued
from time to time without further notice other than adjournments
announced in open court.

Judge Lifland, on September 26 issued a formal written order
approving the Disclosure Statement with respect to the Joint Plan
of Reorganization filed by Calpine Corp. and its debtor-
affiliates.  Judge Lifland found that the Disclosure Statement, as
amended, complies with all aspects of Section 1125 of the
Bankruptcy Code and Rule 3017-1(a) of the Local Rules of
Bankruptcy Practice and Procedures of the Bankruptcy Court for the
Southern District of New York.  The judge specifically found that
the Disclosure Statement contains "adequate information" as
defined under Section 1125(a).

As part of the order approving the Disclosure Statement, Judge
Lifland also approved the schedule for the voting, tabulation and
confirmation process of the Plan:

  October 5, 2007 - Deadline to send Solicitation Packages
                  - Service of all written discovery

October 19, 2007 - Service of written responses and objections
                    to written discovery

October 26, 2007 - Start of all document productions

November 8, 2007 - Service of all third party subpoenas
                  - Depositions of fact witnesses

November 12, 2007 - Designation of all expert witnesses

November 19, 2007 - Exchange of expert reports

November 20, 2007 - Depositions of expert witnesses
                  - Exchange of preliminary witness lists

November 22, 2007 - Service of all deposition notices

November 30, 2007 - Voting and Plan Objection Deadline

December 10, 2007 - Completion of all discovery

December 11, 2007 - Exchange of exhibit lists and final witness
                    lists
                  - Exchange of deposition designations

December 12, 2007 - Deadline to file voting certification

December 14, 2007 - Exchange of objections to deposition
                    designations and counter-designations

December 17, 2007 - Exchange of objections to counter-
                    designations

      M&T Bank Wants Confirmation Hearing Moved to Jan. 7

M&T Bank, in a separate Court filing, asked Judge Lifland to move
the scheduled December 27 Plan Confirmation Hearing to Jan. 7,
2008.

Representing M&T Bank, Martin Bienenstock, Esq., at Weil, Gotshal
& Manges, LLP, in New York, told Judge Lifland that December 27
is smack in the middle of the winter breaks of the children of
the parties-in-interest and their professionals involved in the
Debtors' bankruptcy cases.  Mr. Bienenstock said that the winter
breaks are the only times they can be with their children.

                     About Calpine Corporation

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

The company and its affiliates filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  As of Aug. 31, 2007, the
Debtors disclosed total assets of $18,467,000,000, total
liabilities not subject to compromise of $11,207,000,000, total
liabilities subject to compromise of $15,354,000,000 and
stockholders' deficit of $8,102,000,000.

On Feb. 3, 2006, two more affiliates, Geysers Power Company, LLC,
and Silverado Geothermal Resources, Inc., filed voluntary chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-10198).  
On Sept. 20, 2007, Santa Rosa Energy Center, LLC, another
affiliate, also filed a voluntary chapter 11 petition (Bankr.
S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On September 25, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.

(Calpine Bankruptcy News, Issue No. 64 Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


CARAUSTAR IND: Posts $2.3 Mil. Net Loss in Quarter Ended June 30
----------------------------------------------------------------
Caraustar Industries Inc. reported a net loss of $2.3 million for
the second quarter ended June 30, 2007, compared with a net loss
of $15.8 million for the same period last year.  Loss from
continuing operations for the second quarter 2007 was
$2.3 million, compared to loss from continuing operations of
$15.7 million for the same quarter last year.  The second quarter
2007 and 2006 results included pretax restructuring and impairment
costs of approximately $3.7 million and $15.8 million,
respectively.

The second quarter 2007 loss from continuing operations was
impacted by noncash asset write-offs of $1.0 million related to
the sale of the company's Mooresville, North Carolina converting
location and $700,000 in severance and unemployment taxes.

Sales for the second quarter ended June 30, 2007, were
$235.6 million, a decrease of 10.3% compared to sales of
$262.7 million for the same quarter in 2006.  Included in the
second quarter 2006 sales were $21.4 million related to the
company's Rittman, Ohio and Sprague, Connecticut coated recycled
paperboard operations, both of which were exited in 2006.

Sales for the six-month period ended June 30, 2007, were
$468.4 million, a decrease of 11.0% compared to sales of
$526.6 million for the same period in 2006.   

Loss from continuing operations for the six-month period ended
June 30, 2007, was $11.3 million, compared to a gain from
continuing operations of $65.8 million for the same period last
year.  Income from continuing operations for the first half of
2006 included a gain of $135.2 million on the sale of the
company's 50% interest in its Standard Gypsum joint venture and a
cost of $18.8 million associated with the redemption of its senior
subordinated notes.  The six-month periods ended 2007 and 2006
results included pretax restructuring and impairment costs of
approximately $9.5 million and $20.6 million, respectively.

Michael J. Keough, president and chief executive officer of
Caraustar, commented, "Caraustar's second quarter results improved
considerably over first quarter 2007 and year-over-year.
Additionally, our mill system operated at 96.6% of capacity versus
93.1% in the first quarter 2007 and 96.0% in the second quarter
2006.  We were able to sell out the entire capacity of our PBL
joint venture mill in the second quarter 2007, and the mill
continues to run full with a product mix of approximately half
facing paper and half containerboard.

During the quarter, we were able to achieve a high percentage of
the original $50 per ton price increase announced in March, and
energy costs were down $11 per ton versus the second quarter last
year.  Operating results, however, were adversely impacted by
company and industry volume shortfalls coupled with a $38 per ton
increase in recovered fiber costs.  Fiber costs decreased in April
and May but began to climb again in June.  We expect continued
volatility in the cost of fiber given the increased international
consumption, primarily by China.

"Our transformation process continued as we further refined our
business portfolio through the sale of our Mooresville, North
Carolina converting facility, which produced games and picture
frames.  Our comprehensive initiative to reduce SG&A, including
the closure of underperforming assets, led to a $6.4 million
reduction in costs versus the second quarter last year.  The
percent of SG&A to sales declined from 12.6% to 11.3%.

"As stated last quarter, we were able to increase liquidity
despite volume declines that led to lower operating results, and
we expect to further improve liquidity in the third quarter.  We
remain committed to achieving overall improvements in volume,
sales and cost reductions."

                          Balance Sheet

At June 30, 2007, the company's consolidated balance sheet showed
$631.4 million in total assets, $482.0 million in total
liabilities, and $149.4 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?2427

                           Liquidity

The company ended the quarter with a cash balance of $2.3 million
compared to $1.0 million at Dec. 31, 2006.  For the six month
periods ended June 30, 2007, and 2006, the company used
$12.2 million and $3.6 million, respectively, of cash in operating
activities.  The increase in cash used from operations versus 2006
was primarily due to lower operating results.  Capital
expenditures decreased year-to-date to $11.6 million in 2007 from
$15.8 million in 2006.

As of June 30, 2007, the company had $60.2 million in borrowings
outstanding under its $135.0 million senior secured credit
facility and had $15.7 million in letters of credit outstanding.
As of June 30, 2007, the company had availability under the
revolver portion of the Senior Credit Facility of $24.4 million.

                   About Caraustar Industries

Headquartered in Austell, Georgia, Caraustar Industries Inc.
(NasdaqGM: CSAR) -- http://www.caraustar.com/-- is one of the    
world's largest integrated manufacturers of converted recycled
paperboard.  Caraustar serves the four principal recycled boxboard
product end-use markets: tubes, cores and composite cans; folding
cartons; gypsum facing paper and specialty paperboard products.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 10, 2007,
Standard & Poor's Ratings Services affirmed its ratings on
Caraustar Industries Inc., including its 'B+' corporate credit
rating, and removed the ratings from CreditWatch where they were
placed with negative implications on May 9, 2007.


CARDIMA INC: Reports Changes in Members of Board of Directors
-------------------------------------------------------------
Cardima Inc. disclosed the resignation of directors and
appointment of new board members pursuant to resolutions passed in
the company's board meeting held on Oct. 5, 2007.

On Oct. 5, 2007, Tina Sim and Andrew Lee, for personal reasons,
tendered their resignations from the directors of the company and
were accepted by the board.  The board expressed their
appreciation for Ms. Sim and Mr. Lee's valuable contribution to
the company.

Subsequently, Dr. Richard Gaston and Dr. Eric Chan were nominated
and were approved by the company's board to fill the vacancies
created by the resignations of Ms. Sim and Mr. Lee. The board also
appointed Dr. Eric Chan, senior vice president, product
development, as the chief technology officer of the company
effective Oct. 5, 2007.

Dr. Richard Gaston retired in 2006 from clinical practice as a
board-certified cardiologist.  From 1981 to 2006, Dr. Gaston
practiced as a cardiologist in Petaluma, California and played a
role in establishing a state-of-the-art intensive care unit at
Petaluma Valley Hospital in the 1980s.

>From 1997 to 2003, Dr. Gaston also was the biotechnology and
pharmaceutical analyst of AmeriCal Securities in San Francisco,
California with a prominent role in selling Imatron Inc. to GE
Healthcare.  From 1977 to 1979, Dr. Gaston worked as an Internist
in the San Rafael Medical Group, San Rafael, California.  From
1974 to 1977, Dr. Gaston was an Internist with the United States
Air Force in Anchorage, Alaska.

Dr. Gaston received an A.B. in Psychology from Stanford
University, M.D. from University of Michigan, Internship and
Medical Residency from University of Utah and Cardiology
Fellowship from Michigan State University.

"During my more than 30 years of medical practice, atrial
fibrillation remained one of the most difficult to manage
cardiology maladies," Dr. Gaston commented.  "Advancements in most
other subspecialties have far outpaced AF arrhythmia management,
where ineffective and often toxic anti-arrhythmic drug therapy is
combined with anticoagulation, frequent electro-cardioversions,
emergency room visits and hospitalizations."

"Cardima is a leader in addressing this inadequacy with its state-
of-the-art ablation systems, and it has been a privilege for me to
work with the company over the past several years and follow the
company's progress," Dr. Gaston further commented.  "I am happy to
join the board and work to further advance the technology and
improve options for patients afflicted with cardiac arrhythmias."

Dr. Eric Chan, co-inventor of Cardima's INTELLITEMP(R) Energy
Management System, the Surgical Ablation Probe with Stabilization
Sheath, and the REVELATION(R) Helix catheter, has been the
company's senior vice president of product development since
February 2007.

>From June 1998 to January 2007, Dr. Chan was the company's vice
president, product development.  He was the director of
engineering and vice-president of engineering at Arrhythmia
Research Technology Inc. from April 1991 to May 1998, where he
directed the development of computerized cardiac electrophysiology
and catheter lab systems, digital Holter and high-resolution ECG
systems.

Dr. Chan received a B.S.E.E. from Purdue University, and both the
M.S.E. and Ph.D. degrees in Biomedical Engineering from the
University of Texas at Austin.  He also completed the Global Bio-
Executive Program at the University of California, Berkeley, Haas
School of Business.  He has several patents pertaining to
inventions used in the diagnosis and treatment of cardiac
arrhythmias, and more than 30 peer-reviewed publications,
including a book chapter on cardiac ablation.  He is a senior
member of the Institute of Electrical and Electronic Engineers,
and an elected Fellow of the European Society of Cardiology.

"I am honored to be appointed Cardima's chief technology officer,
and on being nominated to the board," Dr. Chan commented.  
"Cardima is at the forefront of technological innovation, in
developing, manufacturing and marketing new systems to treat
cardiac arrhythmias. It has been my privilege to work with
exemplary physicians and surgeons at hospitals throughout the
world, in developing devices and systems to fulfill unmet clinical
needs.  I am very enthusiastic about, and committed to growing the
adoption of our ablation products worldwide."

                       About Cardima Inc.

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

                          *     *     *

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

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


CATALINA MARKETING: Completes $1.7 Billion Sale to Equity Firm
--------------------------------------------------------------
Catalina Marketing Corporation disclosed the completion of the
acquisition of Catalina by entities affiliated with Hellman &
Friedman LLC, a private equity investment firm.

On April 17, 2007, Catalina entered into a definitive agreement to
be acquired by affiliates of Hellman & Friedman in a transaction
valued at approximately $1.7 billion.  Under terms of the
agreement, Catalina shareholders will receive $32.50 per share in
cash, without interest, for each share of Catalina common stock
held.

"We believe Catalina Marketing is in a great position to focus on
future growth initiatives and strategic opportunities as a private
company," Dick Buell, chief executive officer of Catalina
Marketing, said.  "With the financial support of Hellman &
Friedman, we are confident that we can accomplish the future plans
we have set forth.  H&F has extensive knowledge of the marketing
and technology arena that will help us continue to build on our
established, strong foundation and move the company into the next
chapter of growth and development."

Catalina stock will cease to trade on the New York Stock Exchange
at market close today, and will no longer be listed.  Catalina has
appointed Mellon Investor Services LLC as its paying agent, and,
as soon as practicable, will mail a letter of transmittal and
instructions to all Catalina shareholders of record.  The letter
of transmittal and instructions will contain information regarding
how to surrender Catalina common stock in exchange for the merger
consideration.  Shareholders of record should be in receipt of the
letter of transmittal before surrendering their shares.  
Shareholders who hold shares through a bank or broker will not
have to take any action to have their shares converted into cash
as such conversions will be handled by the bank or broker.

                   About Hellman & Friedman LLC

Hellman & Friedman LLC is a private equity investment firm with
offices in San Francisco, New York and London.  The Firm focuses
on investing in superior business franchises and serving as a
value-added partner to management in select industries including
media and marketing services, financial services, professional
services, asset management, software and information services, and
energy. Since its founding in 1984, the Firm has raised and,
through its affiliated funds, managed over $16 billion of
committed capital and is currently investing its sixth
partnership, Hellman & Friedman Capital Partners VI, L.P., with
over $8 billion of committed capital.

               About Catalina Marketing Corporation

Based in St. Petersburg, Forida, Catalina Marketing Corporation --
http://www.catalinamarketing.com/-- offers an array of behavior-
based promotional messaging, loyalty programs and direct-to-
patient information.  Personally identifiable data that may be
collected from the company's targeted marketing programs, as well
as its research programs, are never sold or provided to any
outside party without the express permission of the consumer.


CATALINA MARKETING: High Leverage Cues S&P's "B+" Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Catalina Marketing Corp.  The rating outlook is
negative.
     
At the same time, Standard & Poor's assigned its issue-level and
recovery ratings to the company's $760 million senior secured
facility, consisting of a $100 million revolving credit and a
$660 million senior secured term loan.  The loan rating is 'BB-'
and the recovery rating is '2', reflecting the expectation for
substantial (70% to 90%) recovery in the event of a payment
default.
     
In addition, Standard & Poor's assigned its 'B-' rating to
Catalina's proposed $330 million senior unsecured PIK toggle
bridge loan and $160 million subordinated bridge loan.  This debt
is rated two notches lower than the 'B+' corporate credit rating,
reflecting the amount of secured debt in the capital
structure.
      
"The 'B+' corporate credit rating reflects high leverage, limited
levels of expected debt repayment over the intermediate term due
to a growth strategy reliant upon high levels of capital
investment, a competitive consumer promotion marketplace, and the
company's customer base of powerful consumer products companies,"
said Standard & Poor's credit analyst Emile Courtney.  "These
factors are only partly offset by Catalina's high margins and good
levels of operating cash flow generation, relatively high barriers
in its markets due to the company's installed base of customers
and retailers, a good
market position due to lack of direct competition in its U.S.-
based point-of-sale marketing communications segment, and high
customer renewal rates."
     
The company's purchase by Hellman & Friedman Capital Partners VI
L.P., a private equity firm, for $1.7 billion resulted in high
leverage levels.  H&F funded the purchase with proceeds from the
senior credit facility and the unsecured and subordinated bridge
loans, existing cash balances at Catalina, and a $516 million
equity contribution.  Catalina plans to refinance the senior
unsecured PIK toggle and subordinated
bridge loans, which each have initial maturity dates one year
after close.  In the absence of refinancing, the bridge loans
convert into permanent capital and the interest rates increase
starting six months after closing, to a maximum of 10.5% for the
senior unsecured loan and 11.625% for the subordinated loan.  Pro
forma EBITDA interest coverage is expected to be weak for the
rating at 1.7x at the end of 2007, which includes 100% cash
interest expense on the PIK toggle loan, although the issuer has
the option to pay 50% or 100% of interest expense in additional
notes.


CHOCTAW GEN: Low Operating Results Cue Moody's to Cut Ratings
-------------------------------------------------------------
Moody's Investors Service downgraded the senior secured rating of
Choctaw Generation Limited Partnership's Series A and Series B
Pass Through Trust Certificates to Ba1 from Baa3.  The outlook is
negative.  The rating action concludes the review for possible
downgrade that was initiated on July 11, 2007.

The downgrade reflects the consistently lower than expected
operating results of the project over the past 15 to 18 months
with the twelve month trailing fixed charge coverage ratio
declining from over 1.35x in previous years to about 1.19x at
fiscal year end 2006 reflecting several forced outage events that
included a transformer failure and boiler tube leaks during peak
operating months.  These events further exacerbated lower turbine
efficiency resulting from persistently higher than expected heat
rates associated with the project's steam turbine, which dampened
the fixed charge coverage ratio from levels ranging between 1.4x
and 1.5x as originally anticipated for the Project.

Choctaw's heat rate has been averaging about 11,400 Btu/kWh versus
the 10,200 Btu/kWh level that was originally anticipated,
resulting in lower efficiency and higher fuel costs.  The Project
is currently pursuing legal action against the steam turbine
manufacturer to address the design deficiencies which are causing
the higher than anticipated heat rate levels.  However, the
outcome of the litigation is unpredictable and the case is
unlikely to be concluded this year, unless a settlement is
reached.  The cash flows have also been adversely impacted by
higher overhead expenses related to the litigation against the
turbine manufacturer and increased cash expenses related to higher
costs of procuring SO2 credits from what was envisioned initially.

The cumulative impact of the series of recent forced outages have
resulted in a payment penalty under the terms of the Project's PPA
with Tennessee Valley Authority, which further weakened the
coverage ratio to about 1.03x at the end of the 2nd quarter 2007.  
However, the adverse cash flow impact from the PPA penalty
provision is expected to be partially reversed due to improved
performance during the summer peak months.

Moody's anticipates that a degree of operational efficiency can be
achieved when the Project undergoes its major maintenance overhaul
in the latter half of 2008.  However, the rating incorporates
Moody's view that the improvement in its fixed charge coverage
ratio to originally anticipated levels of 1.4x to 1.5x may not be
achievable even if the turbine issue is resolved.

The negative outlook reflects Moody's expectation that the
Project's fixed charge coverage ratio could continue to remain
depressed below a 1.2x level until the Project undergoes its major
maintenance overhaul during the second half of 2008.  The negative
outlook incorporates the Project's continued vulnerability to
forced outage events that could significantly impact coverage
ratios until the major maintenance overhaul can be performed and
the turbine design issues are addressed. However, the Ba1 rating
incorporates Moody's expectation of continued financial and
operational support for the Project by the sponsor, Suez Energy
North America.

The rating could be downgraded if the ongoing dispute with Toshiba
is not resolved over the next six to nine months or if there were
to be an unfavorable resolution or settlement for the Project.  
The rating could be further pressured downward if Moody's
determines that the fixed charge coverage ratio could remain below
1.3x over the longer term.

Choctaw Generation Limited Partnership is a 440 MW lignite fired
power generation facility located in Choctaw County, Mississippi.  
The Project sells its power to Tennessee Valley Authority (rated
Aaa) under a long term power purchase agreement through 2032.  
CGLP is indirectly wholly owned by Suez Energy North America Inc,
a subsidiary of Suez S.A. (rated A2 under review for upgrade).


CHRYSLER LLC: Inks Tentative Pact on New Labor Contract with UAW
----------------------------------------------------------------
Tom LaSorda, Vice Chairman and President of Chrysler LLC disclosed
that the company and the United Auto Workers union have reached a
tentative agreement on a new national labor contract, covering
approximately 45,000 represented employees.  The agreement is
subject to UAW member ratification.

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

The national agreement is consistent with the economic pattern,
and balances the needs of its employees and company by providing a
framework to improve its long-term manufacturing competitiveness.  
At this time, both parties cannot discuss specifics of the
agreement pending a ratification vote -- an internal UAW process.

As reported in the Troubled Company Reporter on Oct. 9, 2007,
Chrysler has until 11 a.m., Oct. 10, 2007, to close its contract
negotiations with the UAW, otherwise union members will hold a
strike against the company.

                       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.


COMPASS MINERALS: Steady Performance Cues S&P to Lift Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Compass
Minerals Group Inc. and its holding company, Compass Minerals
International Inc., including raising its corporate credit rating
to 'BB-' from 'B+'.  In addition, Standard & Poor's assigned a
'BB' rating and '2' recovery rating to the company's proposed $130
million term loan B-2.  At the same time, the 'BB' rating on the
company's existing senior secured bank credit facility was
affirmed.  However, the recovery rating was revised to '2' from
'1', indicating the expectation of substantial (70%-90%) recovery
in the event of a payment default.  The outlook is stable.
     
"The upgrade reflects the combination of the company's continued
steady operating performance and improved financial profile, as
well as the recent announcement that it plans to refinance its
high-coupon discount notes due 2012," said Standard & Poor's
credit analyst Anna Alemani.

The Overlook, Park, Kansas-based company is funding the
$130 million in cash needed for the tender offer by exercising the
accordion feature of the existing senior secured credit facility.  
Total debt (pro forma for the transaction and adjusted for
operating leases and postretirement obligations) was about
$600 million as of June 30, 2007.
     
Compass Minerals is the second-largest producer of salt in North
America and the largest in the U.K.  In addition, it is the
largest North American producer of sulfate of potash fertilizer, a
niche market that generates about 17% of revenues.
     
"We expect the company to maintain its current level of operating
and financial performance and to refinance its remaining high
coupon discount notes at significantly lower rates," Ms. Alemani
said.  "In addition, the recession-resistant characteristics and
nondiscretionary nature of the company's products support ratings
stability.  We could revise the outlook to negative, or
potentially downgrade the company if its leverage increases
because of increased margin pressure or it sustains volumes at a
lower level because of milder weather conditions and greater-than-
expected spending levels that weaken its overall performance."


COPANO ENERGY: Earns $13.3 Million in Second Quarter Ended June 30
------------------------------------------------------------------
Copano Energy LLC reported that its net income decreased by 30% to
$13.3 million for the second quarter ended June 30, 2007, compared
to net income of $18.9 million for the second quarter of 2006.  
The decline in net income is the result of non-cash amortization
expense related to the company's hedging program and expenses
associated with a potential acquisition that was not consummated.

Revenue for the second quarter of 2007 increased 34% to
$281.7 million compared with $209.6 million for the second quarter
of last year.  

Earnings before interest, taxes, depreciation and amortization, or
EBITDA, for the second quarter of 2007 were $29.5 million compared
with $34.3 million for the second quarter of 2006.  

Revenue increased 16% to $492.7 million compared with
$423.6 million in the first half of last year.  Net income
decreased by 16% to $22.0 million for the six months ended
June 30, 2007, compared to net income of $26.3 million for the six
months ended June 30, 2006.

EBITDA for the six months ended June 30, 2007, was $52.8 million
compared with $57.6 million for the six months ended June 30,
2006.

"We are pleased that during the second quarter, Copano continued
to achieve strong volume growth in both our Mid-Continent and
Texas Gulf Coast regions," said John Eckel, chairman and chief
executive officer of Copano.  "Our reported results were held back
by increased non-cash hedging amortization totaling $5.2 million
for the quarter and the write-off of approximately $2.7 million of
charges and expenses incurred in connection with a potential
acquisition that was not consummated including additional non-cash
charges for associated hedges of approximately $1.8 million."

                          Balance Sheet

At June 30, 2007, the company's consolidated balance sheet showed
$1.00 billion in total assets, $516.8 million in total
liabilities, and $486.4 million in total members' capital.

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?242d

                      About Copano Energy

Headquartered in Houston, Texas, Copano Energy LLC (Nasdaq: CPNO)
-- http://www.copanoenergy.com/-- is a midstream natural gas   
company with natural gas gathering, intrastate pipeline and
natural gas processing assets in the Texas Gulf Coast region and
in Central and Eastern Oklahoma.

                          *     *     *

Copano Energy carries Standard & Poor's Ratings Services' 'BB-'
corporate credit rating.


DURA AUTOMOTIVE: Noteholders Appeal Amendment to Backstop Deal
--------------------------------------------------------------
Certain beneficial holders of senior subordinated notes due May
2009, issued by Dura Operating Corp., took an appeal to the U.S.
District Court for Delaware from Bankruptcy Judge Kevin J.
Carey's order approving an amendment to the Amended Backstop
Rights Purchase Agreement, dated as of August 13, 2007, between
DURA Automotive Systems, Inc., and Pacificor LLC.

The amendment provides that Pacificor's commitment to buy unsold
shares of reorganized DURA common stock is conditioned upon DURA
emerging as a private company once it exits Chapter 11.

Pacificor has committed to buy the unsold portion of the 39.3% to
42.6% of DURA shares to be offered to holders of 8.625% senior
unsecured notes due April 2012.  As a substantial holder of the
senior notes, Pacificor will get a share of the 57.4% to 60.7% of
the reorganized company allotted to that class of debt under
DURA's Joint Plan of Reorganization.

The 9% Noteholders, which will be paid nothing under the Plan,
have already appealed the first version of the Backstop
Agreement.  The Agreement and the rights offering, which is
expected to raise $140,000,000 to $160,000,000, are incorporated
in the Plan which will be sent for approval to senior noteholders
and certain general unsecured claimants until November 15, 2007.  
The 9% Noteholders and owners of existing common stock of DURA,
which will also receive 0% recovery on their interests, will not
be entitled to vote on the Plan.

Should the District Court overturn the Bankruptcy Court's order
on the Backstop Agreement, the Debtors may not be able to achieve
its target of emerging from bankruptcy by the end of 2007.  DURA
said that absent the Backstop Deal, the Plan will be rendered
infeasible.  DURA had also said that each month of delay in its
exit from Chapter 11 results in significant lost new business
awards.  

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

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

The Debtors' exclusive plan-filing period expired on Sept. 30,
2007.  (Dura Automotive Bankruptcy News, Issue No. 31, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


E*TRADE FINANCIAL: Moody's Holds Ba2 Senior Debt Rating
-------------------------------------------------------
Moody's Investors Service affirmed the ratings of E*TRADE
Financial Corporation (Senior debt at Ba2) and its lead thrift
subsidiary, E*TRADE Bank (LT deposits at Baa3).  The rating
outlook remains positive.

Moody's views the current Ba2 rating as well positioned within the
context of the firm's operating performance and the likely
downside effect of turbulent mortgage markets.  The continuation
of the positive rating outlook suggests that should E*TRADE
successfully manage through the current challenges facing US
mortgage markets, upward rating potential would likely emerge.  
E*TRADE's credit metrics compare favorably to its current Ba2
rating.  The company has reduced its outstanding acquisition debt
over time, cashflows have grown, and cashflow leverage has
declined.

Moody's said that it believes that E*TRADE should be adequately
positioned to weather the mortgage-market downturn and absorb
higher credit costs from its mortgage portfolio.  E*TRADE's
$32 billion loan book is weighted towards the upper end of the
credit spectrum, which has aided asset quality performance
relative to broad industry benchmarks.

Moody's increased loss expectations for E*TRADE are associated
predominantly with the higher CLTV buckets of the firm's
$12.4 billion home equity portfolio, and non-agency backed
structured securities.  The rating agency added that although
credit losses and securities impairments are expected to rise
through 2008, a range of scenarios result in E*TRADE's credit
profile remaining at least consistent with its current Ba2 rating.

The rating agency noted that E*TRADE operates a dual-component
business model and balance sheet strategy that includes:

   1. a $34 billion client driven, core funded component, and

   2. a $23 billion wholesale asset/funding component.

The essence of the company's wholesale strategy has been to deploy
short-term market funding to arbitrage and lock in (via swaps) a
small spread on high-quality assets.  Almost all of E*TRADE's MBS
portfolio is Aaa, US agency-backed paper (Fannie Maes and Ginnie
Maes).  Moody's estimates that the wholesale component of
E*TRADE's business is only a modest contributor to the company's
profitability and cashflow generation, while increasing roll-over
funding risk and potential asset impairment.

E*TRADE's liqudity position remains sound.  Client cash and
deposit flows have been positive, and secured funding availability
and advance levels for agency collateral have remained stable
through recent market turbulence.  E*TRADE's access to a $23
billion ($13.4 billion available) collateralized credit line from
the FHLB is a key alternate liquidity source that adequately
backstops the current wholesale strategy.

E*TRADE plans to wind down the wholesale component of its strategy
over the next 18-24 months in a deliberate fashion via portfolio
run-off and opportunistic asset reductions.  Moody's said that it
would view a successful shift to a core-funded, retail balance
sheet as a credit positive.  The rating agency also noted that
E*TRADE's inability to execute a meaningful shift in the asset and
funding mix over time would likely result in the rating outlook
being changed to stable.

The last rating action on E*TRADE was on June 6, 2006, when
Moody's upgraded the senior unsecured rating of E*TRADE Financial
to Ba2 from B1 and long term deposit rating of E*TRADE's thrift
subsidiary, E*TRADE Bank, to Baa3 from Ba2. The positive rating
outlook was reiterated as part of the rating action.

E*TRADE Financial Corporation provides internet-based retail
brokerage and banking services through its operating subsidiaries.  
The company reported $503 million in pre-tax profit for the first
six months of 2007.


EMMIS COMMS: Earns $14.1 Million in Fiscal Quarter Ended Aug. 31
----------------------------------------------------------------
Emmis Communications Corp. disclosed last week results for its
second fiscal quarter ended Aug. 31, 2007.

The company reported net income of $14.1 million for the  second
fiscal quarter ended Aug. 31, 2007, compared with net income of
$112.3 million for the same period ended Aug. 31, 2006.

For the second fiscal quarter, net revenue was $96.4 million,
compared to $99.9 million for the same quarter of the prior year,
a decrease of 3.5%.  The decrease related primarily to revenue
declines at Emmis' New York and Los Angeles radio stations.

For the second quarter, radio net revenues decreased 6.0%, while  
publishing net revenues increased 6.0%.

For the second quarter, operating income was $16.5 million,
compared to $22.1 million for the same quarter of the prior year.  
Emmis' station operating income for the second quarter was
$26.4 million, compared to $34.4 million for the same quarter of
the prior year.  Station operating income, which is not a measure
of liquidity or of performance in accordance with GAAP, is defined
by the company as revenues net of agency commissions and station
operating expenses, excluding non-cash compensation.

"We're pleased that our radio ratings have generally improved, and
we anticipate better sales performance from our new national-sales
rep Katz Media Group," said Jeff Smulyan, Emmis chairman and chief
executive officer.  "That said, expected weakness in our radio
division persisted.  Our results were in line with our guidance
for the quarter, and we continue to face a challenging market
environment."

                          Balance Sheet

At Aug. 31, 2007, the company's consolidated balance sheet showed
$1.17 billion in total assets, $755.2 million in total
liabilities, $143.7 million in Series A cumulative convertible
preferred stock, and $267.3 million in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Aug. 31, 2007, are available for
free at http://researcharchives.com/t/s?2428

         Sale of KGMB-TV and Acquisition of Orange Coast

On June 4, 2007, Emmis closed on its sale of KGMB-TV in Honolulu
to HITV Operating Co Inc. for $40.0 million in cash.  Emmis used a
portion of the proceeds to repay outstanding debt obligations.  In
connection with the sale, Emmis recorded a gain on sale of
$10.4 million, net of tax, in its quarter ended Aug. 31, 2007,
which is included in discontinued operations.

On July 25, 2007, Emmis completed its acquisition of Orange Coast
Kommunications Inc., whose sole business is the publication of
Orange Coast Magazine, for $6.8 million in cash including
acquisition costs of $200,000.

                         Subsequent Event

On Aug. 8, 2007, Emmis' Board of Directors authorized a share
repurchase program pursuant to which Emmis is authorized to
purchase up to an aggregate value of $50 million of its
outstanding Class A common stock.  To date, the company has
repurchased 2.2 million shares for $13.8 million.

                    About Emmis Communications

Based in Indianapolis, Indiana, Emmis Communications Corporation
(NASDAQ: EMMS) -- http://www.emmis.com/-- is a diversified media    
firm with radio broadcasting, television broadcasting and magazine
publishing operations.   Emmis owns 21 FM and 2 AM domestic radio
stations serving New York, Los Angeles and Chicago as well as St.
Louis, Austin, Indianapolis and Terre Haute, Ind.  Emmis also owns
a radio network, international radio stations, regional and
specialty magazines, an interactive business and ancillary
businesses in broadcast sales.

                          *     *     *

Emmis Communications Corporation's series A cumulative convertible
preferred debt carries Moody's Investors Service B2, LGD6 rating,
suggesting creditors will experience a 99% loss in the event of
defaults.  Emmis Communications also carries Moody's Ba3 PDR
rating.


FAIRCHILD SEMICONDUCTOR: S&P Holds 'BB-' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Fairchild Semiconductor International Inc. to positive from stable
and affirmed the 'BB-' corporate credit rating on the company.  
The action recognizes Fairchild's reduced earnings volatility
through the business cycle and expectations that its acquisition
practices will be more moderate going forward.
     
"Ratings continue to reflect the company's moderate profitability
and good position in the volatile power semiconductor market,"
said Standard & Poor's credit analyst Bruce Hyman.
     
Fairchild makes a wide variety of logic, power, and specialty
analog chips for computer, communications, and industrial markets.  
The company had debt and capitalized operating leases of $627
million at June 30, 2007.
     
Capital expenditures totaled $123 million for the four quarters
ended June 30, 2007, consistent with management's goal to maintain
these expenditures at 6%-8% of sales.  Debt is moderate for the
rating level, now about 2.5x EBITDA, providing financial
flexibility to meet growth objectives.


FOOT LOCKER: Poor Performance Prompts S&P to Cut Rating to BB
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured ratings on New York City-based Foot Locker
Inc. to 'BB' from 'BB+'.  S&P have removed the ratings from
CreditWatch, where they were placed with negative implications on
Aug. 18, 2006.  The outlook is negative.
      
"The downgrade reflects recent poor operating performance,"
explained Standard & Poor's credit analyst David Kuntz, "and our
expectation that these trends may not soon reverse."  He also
noted the likelihood that Foot Locker will not meet its fixed-
charge covenant in the second half of 2007.
      
"We expect operating performance to remain weak through the
remainder of 2007 and into early 2008," said Mr. Kuntz.  The
company has taken significant markdowns to clear out inventory,
which should position its balance sheet well going forward.  
"However," he added, "we remain concerned over the length and
severity of the downturn in the athletic shoe segment."


FORD CREDIT: Moody's Rates Class D Notes at "(P)Ba2"
----------------------------------------------------
Moody's Investors Service assigned provisional ratings to the
notes to be issued by Ford Credit Auto Receivables 2007-B Owner
Trust.

The complete rating actions are:

Issuer: Ford Credit Auto Receivables 2007-B Owner Trust

   -- A-1 Notes, rated (P) Prime-1
   -- A-2a Notes, rated (P) Aaa
   -- A-3a Notes, rated (P) Aaa
   -- A-4a Notes, rated (P) Aaa
   -- B Notes, rated (P) A1
   -- C Notes, rated (P) Baa1
   -- D Notes, rated (P) Ba2

Moody's said the ratings are based on the quality of the
underlying auto loans and their expected performance, the strength
of the structure, the availability of excess spread over the life
of the transaction, and the experience of Ford Motor Credit
Company as servicer.


FORD CREDIT: S&P Assigns 'BB' Rating on $42.7MM Class D Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Ford Credit Auto Owner Trust 2007-B's $2.18 billion
asset-backed notes series 2007-B.
     
The preliminary ratings are based on information as of Oct. 9,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

     The preliminary ratings reflect:
     -- The characteristics of the pool being securitized;
     -- The credit enhancement in the form of subordination,
        cash, and excess spread that is augmented through the
        yield supplement overcollateralization amount;
     -- Ford Motor Credit Co.'s extensive securitization
        performance history;
     -- The timely interest and principal payments made under
        stressed cash flow modeling scenarios appropriate to
        the rating categories; and
     -- The sound legal structure.
   
   
                  Preliminary Ratings Assigned
              Ford Credit Auto Owner Trust 2007-B
   
  Class   Rating  Type   Interest     Amount     Legal final
                           rate                   maturity
  -----   ------  ----    -------     ------     -----------
   A-1    A-1+  Senior Fixed    $538,000,000     Oct. 15, 2008
   A-2A   AAA   Senior Fixed    $751,200,000**   June 15, 2010
   A-2B   AAA   Senior Floating $751,200,000**   June 15, 2010
   A-3A   AAA   Senior Fixed    $563,000,000***  Nov. 15, 2011
   A-3B   AAA   Senior Floating $563,000,000***  Nov. 15, 2011
   A-4A   AAA   Senior Fixed    $178,000,000**** July 15, 2012
   A-4B   AAA   Senior Floating $178,000,000**** July 15, 2012
   C      BBB+  Sub    Fixed     $42,700,000      May 15, 2013
   B      A+    Sub    Fixed     $64,100,000     Nov. 15, 2012
   D      BB    Sub    Fixed     $42,700,00     April 15, 2014
   
* The actual size of these tranches will be determined on the
  pricing date.

** Class A-2A and A-2B will combine to total $751.20 million.

*** Class A-3A and A-3B will combine to total $563.00 million.

**** Class A-4A and A-4B will combine to total $178.00 million.


GAP INC: Inks Deal with Filipino Franchisee Rustan Group
--------------------------------------------------------
Gap Inc. disclosed a franchise agreement to introduce the Gap and
Banana Republic brands to the Philippines.  Over the next five
years, Gap Inc.'s franchise partner –- Rustan Group of Companies
–- plans to open a combined total of approximately eight Gap
stores and four Banana Republic stores throughout the Philippines.

The first Gap store is expected to open by the end of this year,
and the first Banana Republic stores by spring 2008.  All stores
are scheduled to be open by 2012.

"The Philippines represents a natural market for Gap Inc. to
expand its international presence," Ron Young, senior vice
president of international strategic alliances for Gap Inc., said.  
"The country has a strong, steadily growing economy, and consumers
in this market have a great interest in iconic apparel brands such
as ours."

Gap Inc. will leverage the Rustan Group's local operational
expertise, and will provide access to Gap and Banana Republic's
clothing and accessories.  In addition, the Rustan Group of
Companies will hold exclusive rights to operate Gap and Banana
Republic stores in the Philippines, will purchase merchandise from
Gap Inc. or suppliers designated by Gap Inc., and must adhere to
Gap Inc.'s quality standards to preserve the reputation of the Gap
and Banana Republic brands.

"We're pleased to have forged a relationship with such an
excellent local partner," Mr. Young continued.  "In addition to
strong operational expertise and a deep understanding of their
local customer base, the Rustan Group of Companies has a track
record of successfully introducing well-known fashion and apparel
brands to international markets."

Gap Inc. (NYSE: GPS) -- http://www.gapinc.com/-- is an      
international specialty retailer offering clothing, accessories
and personal care products for men, women, children and babies
under the Gap, Banana Republic, Old Navy, Forth & Towne and
Piperlime brand names.  Gap Inc. operates more than 3,100 stores
in the United States, the United Kingdom, Canada, France, Ireland
and Japan.  In addition, Gap Inc. is expanding its international
presence with franchise agreements for Gap and Banana Republic in
Southeast Asia and the Middle East.

                           *   *   *

The company continues to carry Fitch's BB+ Issuer Default Rating.  
The company also carries Standard & Poor's Ratings Services' BB+
corporate credit rating.


GENERAL MOTORS: GM-UAW 2007 National Labor Agreement Ratified
-------------------------------------------------------------
General Motors Corp. confirmed that its UAW-represented employees
have ratified the GM-UAW 2007 national labor agreement.

As reported in the Troubled Company Reporter on Sept. 27, 2007, GM
and the UAW reached a tentative agreement on Wednesday, Sept. 26,
after more than two months of bargaining.  The new four-year
agreement covers approximately 74,000 hourly employees located in
more than 80 U.S. facilities.

"We are very pleased that our UAW-represented employees have
ratified the new labor contract," Rick Wagoner, GM CEO and
Chairman of the Board, said.  "I especially thank UAW President
Ron Gettelfinger and Vice President Cal Rapson, as well as the
members of the GM and UAW negotiating teams, for their hard work
in reaching an innovative agreement that effectively addresses the
needs of our employees and retirees, while providing a basis for
improved competitiveness that will support future U.S.
investments."

GM intends to file a current report on Form 8-K with the
Securities and Exchange Commission within the next four business
days that will outline the key terms of the healthcare agreement.  
In addition, an analyst and media conference call is scheduled for
Monday, Oct. 15, 2007 at 9:30 a.m. Eastern Daylight Time.

                      About General Motors

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

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 28, 2007,
Fitch Ratings has affirmed and removed the Issuer Default Rating
and debt ratings of General Motors from Rating Watch Negative
following the announcement that GM has reached an agreement on a
new contract with the United Auto Workers.   Fitch currently rates
GM as: IDR 'B'; Senior secured 'BB/RR1'; and Senior unsecured 'B-
/RR5'.  GM's Rating Outlook is Negative.

As reported in Troubled Company Reporter on Sept. 26, 2007,
Moody's Investors Service is maintaining its current ratings of
General Motors Corporation -- B3 Corporate Family, Caa1 senior
unsecured and Ba3 senior secured, and Negative Outlook following
the announcement of a strike against the company by the United
Auto Workers Union.

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


GENESCO INC: Paying Preferred Stock Dividends on October 30
-----------------------------------------------------------
The board of directors of Genesco Inc. has declared dividends on
the various classes of its preferred stock for the quarter ending
Nov. 3, 2007, payable on Oct. 30, 2007, to shareholders of record
on Oct. 15, 2007.
    
The rates are:
   
   -- Subordinated serial preferred stock:
      Series 1 - $0.575 per share
      Series 3 - $1.1875 per share
      Series 4 - $1.1875 per share

   -- Subordinated cumulative preferred stock: $0.375 per share
    
Based in Nashville, Tennessee, Genesco Inc. (NYSE: GCO) --
http://www.genesco.com/-- is a specialty retailer of footwear,
headwear and accessories in more than 1,900 retail stores in the
U.S. and Canada, principally under the names Journeys, Journeys
Kidz, Shi by Journeys, Johnston & Murphy, Underground Station,
Hatworld, Lids, Hat Zone, Cap Factory, Head Quarters and Cap
Connection.  The company also sells footwear at wholesale under
its Johnston & Murphy brand and under the licensed Dockers.

                         *     *     *

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


GMAC COMMERCIAL: Anticipated Losses Prompt S&P to Cut Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes of commercial mortgage pass-through certificates from GMAC
Commercial Mortgage Securities Inc.'s series 2005-C1.  At the same
time, S&P affirmed its ratings on 16 other classes from this
series.
     
The lowered ratings reflect the anticipated principal losses and
credit support erosion upon the eventual resolution of the 10th-
and 17th-largest loan exposures in the pool, which are both
delinquent and with the special servicer.  The downgrades also
reflect the expected interest shortfalls related to the appraisal
reduction amounts in effect on the loans.
     
The affirmations reflect credit enhancement levels that provide
adequate support in various stress scenarios.
     
Details concerning the 10th- and 17th-largest assets, which
contributed significantly to the downgrades, are:
     
Two Detroit Center Garage is the largest loan exposure with the
special servicer and the 10th largest loan exposure in the pool
with a total exposure of $25.6 million (2%).  The loan was
transferred to the special servicer in March 2007 due to imminent
default and is 90-plus-days delinquent.  The loan is secured by a
1,007-space, 336,000-sq.-ft. parking garage, built in 2002 in
Detroit, Michigan.  The garage is one of three parking garages
that services Detroit's central business district, including the
Comerica Tower, a 1 million-sq.-ft. office building.  The subject
property has suffered a significant loss in business due to
increased office vacancy in the immediate area, which has
decreased monthly income.  The subject has also lost transient
business to competitors.  Based on a June 2007 appraisal that
valued the property at $11 million, an ARA totaling $16.6 million
is in effect.
     
San Marcos Apartments has a total exposure of $21.3 million (1%).  
In addition, a B note totaling $2 million is held outside of the
trust.  The trust collateral consists of a 258-unit, 696-bedroom
student housing apartment complex, built in 2001, in San Marcos,
Texas, approximately 45 miles northeast of San Antonio.  The
property provides housing for students attending Texas A&M State
University, which is approximately one mile away.  The loan was
transferred to the special servicer in March 2006 due to payment
default, and became real estate owned in November 2006.  The most
recent appraisal, dated Sept. 16, 2006, valued the property at
$18.5 million.  An ARA totaling $8 million is in effect.
     
As of Sept. 10, 2007, the collateral pool consisted of 86 loans
and two REO assets with an aggregate balance of $1.5 billion,
compared with 91 loans totaling $1.6 billion at issuance.  
Excluding the defeased loans ($192.5 million, 13%), the master
servicer, Capmark Finance Inc., reported financial information for
97% of the pool.  Eighty-eight percent of the servicer-reported
information was full-year 2006 financial data.  Based on this
information, Standard & Poor's calculated a weighted average debt
service coverage of 1.52x for the pool, compared with 1.51x at
issuance.  There are six assets totaling $83.4 million with the
special servicer, also Capmark, including the two aforementioned
assets that are REO and one loan exposure that is 90-plus-days
delinquent.  The remaining loans in the pool are current.  Two
ARAs totaling $24.5 million are in effect on two of the delinquent
assets that were discussed above.  The trust has not experienced
any losses to date.
     
The top 10 loans secured by real estate have an aggregate
outstanding balance of $618.8 million (40%) and a weighted average
DSC of 1.61x, up from 1.44x at issuance.  The fifth-, sixth-, and
seventh-largest loans were placed on the watchlist subsequent to
the September remittance date, primarily due to tenant lease roll
and vacancy.  Standard & Poor's reviewed property inspections
provided by the master servicer for all of the assets underlying
the top 10 loans.  Two properties were characterized as
"excellent" and the remaining collateral was characterized as
"good."
     
The remaining four assets with the special servicer are:
     -- College Station Apartments has a total exposure of
        $19.9 million (1%).  In addition, a B note totaling
        $2 million is held outside of the trust.  The
        collateral consists of a 240-unit multifamily property,
        built in 2000 in College Station, Texas, approximately
        96 miles northwest of Houston.  The loan was
        transferred to Capmark in March 2006 due to payment
        default and became REO in November 2006.  The property
        was sold on Sept. 5, 2007, with no loss to the trust.
     -- The fourth-largest loan exposure with Capmark, Westland
        Colonial Village Apartments ($10.9 million), is secured
        by a 303-unit multifamily property in Detroit.  The
        loan was transferred to Capmark in November 2006 due
        to nonmonetary default, which included failure to
        provide certified annual financial statements and the
        recording of a mechanics lien.  A discounted payoff was
        made on Sept. 20, 2007.  A loss to the trust of
        approximately $860,000 is expected.
     -- The remaining two loan exposures, Raleigh Boulevard
        Plaza ($4.9 million) and Walgreens (Berkeley Heights)
        ($2.6 million), have the same managing member and were
        transferred to the special servicer in June 2006 after
        the New Jersey State court removed the managing member
        of the respective borrowers and appointed a fiscal
        agent to liquidate the collateral.  The Raleigh
        Boulevard Plaza collateral consists of a 79,232-sq.-ft.
        anchored-retail property built in 1989 in Raleigh,
        North Carolina.  The Walgreens (Berkely Heights)
        collateral is a ground lease for a 15,254-sq.-ft.
        retail site newly constructed by Walgreens in Berkely
        Heights, New Jersey.  No significant losses are
        expected on either asset at this time.
     
There are 15 loans with an aggregate balance of $174.5 million on
the master servicer's watchlist as of the Sept. 10, 2007
remittance date, primarily due to issues pertaining to low DSC
and/or occupancy. Subsequent to the remittance date, 3301 Buffalo
Drive ($57.8 million, 4%), One Riverway Office ($56.1 million,
4%), and City Center Square ($43 million, 3%), representing the
fifth-, sixth-, and seventh-largest loans in the pool, were placed
on the watchlist due to lease roll and/or tenant vacancy.  The
respective occupancies declined to 62%, 80%, and 58% from 96%,
93%, and 82% at issuance.
     
Standard & Poor's stressed the loans on the watchlist and other
loans with credit issues as part of its analysis.  The resultant
credit enhancement levels support the lowered and affirmed
ratings.


                       Ratings Lowered
   
            GMAC Commercial Mortgage Securities Inc.
          Commercial mortgage pass-through certificates
                        series 2005-C1

                       Rating
                       ------
         Class     To         From   Credit enhancement
         -----     --         ----    ----------------
         H         BB+        BBB-         3.51%
         J         BB         BB+          3.12%
         K         B          BB           2.73%
         L         B-         BB-          2.21%
         M         CCC+       B+           1.95%
         N         CCC        B            1.69%
         O         CCC-       B-           1.43%
   
                        Ratings Affirmed
   
            GMAC Commercial Mortgage Securities Inc.
          Commercial mortgage pass-through certificates
                         series 2005-C1
   
              Class     Rating   Credit enhancement
              -----     ------    ----------------
              A-1       AAA            31.17%
              A-1A      AAA            31.17%
              A-2       AAA            31.17%
              A-3       AAA            31.17%
              A-4       AAA            31.17%
              A-5       AAA            31.17%
              A-M       AAA            20.78%
              A-J       AAA            12.47%
              B         AA             10.26%
              C         AA-             9.48%
              D         A               7.92%
              E         A-              6.88%
              F         BBB+            5.84%
              G         BBB             4.81%
              X-1       AAA              N/A
              X-2       AAA              N/A
   

                    N/A — Not applicable.


GMAC COMMERCIAL: S&P Lowers Ratings on Six Certificate Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes of commercial mortgage pass-through certificates from GMAC
Commercial Mortgage Securities Inc.'s series 2004-C3.  At the same
time, S&P affirmed its ratings on 15 classes from this series.
     
The downgrades reflect anticipated credit support erosion upon the
eventual resolution of the former fifth-largest loan exposure,
which is now REO and with the special servicer.  The lowered
ratings also reflect liquidity concerns stemming from an appraisal
reduction amount that has been applied to the assets.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
The Nashville Multifamily Portfolio assets represent the fifth-
largest exposure in the transaction, with a total exposure of more
than $53.9 million.  The loans were transferred to the special
servicer in May 2006 due to imminent default.  An ARA of $18.4
million was applied to the loans in late-August 2006.  
In addition to the appraisals completed in August 2006, Standard &
Poor's reviewed appraisals completed in May 2007 for three of the
four properties.  The appraised values in the most recent
appraisals indicated a loss that was less severe than that
suggested by the August 2006 reports.  Occupancy has improved at
three of the four properties, and they are expected to be listed
for sale in the near future.  The other property, Altamont Pointe
Apartments, was listed for sale earlier this year and has received
multiple bids.  A final buyer is expected to be selected soon.
     
As of the Sept. 10, 2007, remittance report, the collateral pool
consisted of 92 loans with an aggregate trust balance of $1.220
billion, compared with 92 loans totaling $1.251 billion at
issuance.  The master servicer, Capmark Finance Inc., reported
financial information for 95% of the nondefeased loans.  Ninety-
four percent of the servicer-provided information was full-year
2006 data.  Using this information, Standard & Poor's calculated a
weighted average debt service coverage of 1.73x, up from 1.63x at
issuance.  All of the loans in the pool are current, and in
addition to the REO assets, there is one loan with the special
servicer, CWCapital Asset
Management LLC.  To date, the trust has not experienced any
principal losses.
     
The top 11 exposures secured by real estate have an aggregate
outstanding balance of $565.9 million (46%) and a weighted average
DSC of 1.89x, up from  1.84x at issuance.  This calculation
excludes the fifth-largest asset, which is with the special
servicer.  Standard & Poor's reviewed property inspections
provided by the master servicer for 10 of the assets underlying
the top 11 exposures.  One property was characterized as "fair,"
two properties were characterized as "excellent," and the
remaining collateral was characterized as "good."
     
Credit characteristics for the Houston Center loan and the Union
Station loan are consistent with those of investment-grade
obligations.  Details of the loans are:

     -- The largest exposure in the pool, the Houston Center,
        has a trust balance of $150.0 million (12%) and a
        whole-loan balance of $269.7 million.  The pari passu,
        interest-only loan is secured by the fee interest in a
        3.0 million-sq.-ft. office property in Houston, Texas.  
        The loan appears on the master servicer's watchlist
        because of a small fire that damaged the 16th floor of
        Tower 2 on July 31, 2007. The damage is being repaired,
        and the loan will be removed from the watchlist when
        the repairs are completed.  Occupancy was 86% as of
        June 30, 2007, down from 91% at issuance, and for the
        year ended Dec. 31, 2006, the DSC was 2.02x.  Standard
        & Poor's adjusted net cash flow is comparable to its
        level at issuance.

     -- The second-largest exposure in the pool, the Union
        Station, has a balance of $57.6 million (12%).  The
        loan is secured by the leasehold interest in a 383,350-
        sq.-ft. retail and office property in Washington, D.C.  
        The collateral is part of the Union Station train
        station, which serves as the main commuter hub for the
        Washington, D.C., area and is one of the largest
        tourist attractions in the city.  For the year ended
        Dec. 31, 2006, the DSC was 2.17x and occupancy was 99%.  
        Standard & Poor's adjusted NCF for this loan is down
        12% from its level at issuance.
     
The remaining specially serviced asset is the North Houston
Medical Plaza loan, which is secured by an 85,471-sq.-ft. medical
office property in Houston, Texas, with an unpaid principal
balance of $9.1 million and additional advances, including
interest thereon, totaling $44,069.  The loan was transferred to
the special servicer in November 2006 due to imminent default.  
Occupancy was 63% as of March 31, 2007, and the loan is currently
under a forbearance agreement.
     
In addition to the Houston Center loan, there are 17 other loans
totaling $126.5 million (10%) on the watchlist.  These loans are
on the watchlist primarily because of low occupancy or a decline
in DSC since issuance.

Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the lowered and
affirmed ratings.
       

                        Ratings Lowered
     
            GMAC Commercial Mortgage Securities Inc.
          Commercial mortgage pass-through certificates
                        series 2004-C3

                       Rating
                       ------
         Class     To          From    Credit enhancement
         -----     --          ----     -----------------
         H         BB-         BB            3.46%
         J         B           B+            3.21%
         K         B-          B             2.69%
         L         CCC+        B-            2.31%
         M         CCC         CCC+          1.92%
         N         CCC-        CCC           1.67%

                        Ratings Affirmed
     
            GMAC Commercial Mortgage Securities Inc.
          Commercial mortgage pass-through certificates
                         series 2004-C3
   
            Class    Rating        Credit enhancement
            -----    ------         ----------------
            A-1A     AAA                 20.51%
            A-2      AAA                 20.51%
            A-3      AAA                 20.51%
            A-4      AAA                 20.51%
            A-AB     AAA                 20.51%
            A-5      AAA                 20.51%
            A-J      AAA                 13.72%
            B        AA                  11.15%
            C        AA-                 10.00%
            D        A                    8.33%
            E        A-                   7.31%
            F        BBB+                 6.06%
            G        BBB                  5.135
            X-1      AAA                   N/A
            X-2      AAA                   N/A


                    N/A — Not applicable.


GOLDEN STATE: Case Summary & Four Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Golden State Development, LLC
        8011 Washington Boulevard
        Roseville, CA 95678

Bankruptcy Case No.: 07-28343

Chapter 11 Petition Date: October 9, 2007

Court: Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: G. Dave Teja, Esq.
                  409 A Center Street
                  Yuba City, CA 95991-4520
                  Tel: (530) 673-1383

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Four Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Temecula Valley Bank             Secured Bank Loan     $5,106,848
27710 Jefferson Avenue
Suite A-100
Temecula, CA 92593

Winning Hit LLC                  Trade Debt              $400,000
1420 East Roseville Parkway
Suite 140-190
Roseville, CA 95661

Orchard Fresh, LLC               Trade Debt              $142,500
1420 East Roseville Parkway
Suite 140-190
Roseville, CA 95661

Charles & Caroline Lofton        Secured Bank Loan        $82,500
15064 U Bet Road
Grassvalley, CA


GUITAR CENTER: Completes $2.1 Billion Merger with Bain Capital
--------------------------------------------------------------
Guitar Center Inc. completed its merger with affiliates of Bain
Capital Partners, LLC.

As reported in the Troubled Company Reporter on June 29, 2007,
Guitar Center entered into a merger agreement with affiliates of
Bain Capital which called for Guitar Center stockholders to
receive $63.00 in cash, without interest, for each share of Guitar
Center common stock held.  The transaction was approved by Guitar
Center's stockholders on Sept. 18, 2007.  The total transaction is
valued at approximately $2.1 billion, including the assumption of
debt.

As a result of this transaction, Guitar Center's common stock will
cease to trade on Nasdaq at market close today, Oct. 9, 2007, and
will thereafter be delisted.

Stockholders who hold shares of Guitar Center's common stock
through a bank or broker will not have to take any action to have
their shares converted into cash, since these conversions will be
handled by the bank or broker.  As soon as practicable, Mellon
Investor Services, LLC, the paying agent appointed for the
transaction, will send information to all Guitar Center
stockholders of record, explaining how they can surrender their
shares of Guitar Center common stock in exchange for $63.00 per
share in cash, without interest.  Stockholders of record should
wait to receive this information before surrendering their shares.

                  About Bain Capital Partners

Bain Capital Partners, LLC -- http://www.baincapital.com/-- is a  
global private investment firm.  Since its inception in 1984, Bain
Capital has made private equity investments and add-on
acquisitions in over 240 companies around the world, including
such leading retailers and consumer companies as Toys "R" Us,
Michaels Stores, Burger King, Warner Music Group, Burlington Coat
Factory, Dunkin’ Brands, Shopper’s Drug Mart, Dollarama and
Staples.  Headquartered in Boston, Bain Capital has offices in New
York, London, Munich, Hong Kong, Shanghai, and Tokyo.

                     About Guitar Center

Guitar Center Inc. -- http://www.guitarcenter.com/-- (Nasdaq GS:  
GTRC) is the leading United States retailer of guitars,
amplifiers, percussion instruments, keyboards and pro-audio and
recording equipment.  The company's retail store subsidiary
presently operates more than 210 Guitar Center stores across the
United States.  In addition, its Music & Arts division operates
more than 95 stores specializing in band instruments for sale and
rental, serving teachers, band directors, college professors and
students.  The company is also the largest direct response
retailer of musical instruments in the United States through its
wholly owned subsidiary, Musician's Friend, Inc., and its catalogs
and websites, including http://www.musiciansfriend.com/
http://www.guitarcenter.com/ http://www.wwbw.com/and  
http://www.music123.com/


GUITAR CENTER: Moody's Cuts Corporate Family Rating to B3
---------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Guitar Center Inc. to B3 from Ba2.  The corporate family rating
was moved to VH AcquisitionCo Inc. from Guitar Center Inc.  
Moody's also rated Guitar Center's proposed secured term loan at
B2 (LGD-3, 41%), the senior notes at Caa1 (LGD-4, 60%), the
holding company senior notes at Caa2 (LGD-6, 90%), and assigned a
SGL-3 liquidity rating.  Moody's does not rate the proposed $375
million secured revolving credit facility.  

The downgrade and the rating assignments are prompted by the use
of proceeds from the new debt, together with common equity from
the new owner Bain, to finance the leveraged buyout of the company
for total consideration of about $2.2 billion.  This rating action
concludes the review for downgrade that commenced on June 27,
2007.

Ratings/assessments assigned are:

   -- $650 million secured term loan at B2 (LGD 3, 41%);

   -- $375 million 8-year senior notes at Caa1 (LGD 4, 60%);

   -- $375 million 8.5-year holding company notes at Caa2 (LGD
      6, 90%);

   -- Speculative Grade Liquidity rating at SGL-3;

   -- Probability-of-default rating at B3

Ratings lowered is:

   -- Corporate family rating to B3 from Ba2

Moody's does not rate the proposed $375 million secured revolving
credit facility.

The corporate family rating assignment of B3 reflects the balance
of certain strong qualitative rating drivers with weak
quantitative attributes.  In particular, driving down the rating
are the weak post-transaction credit metrics reflecting high
leverage, low fixed charge coverage, and limited free cash flow.  
Also constraining the rating are the company's aggressive
financial policy, in which forward financial flexibility is being
severely diminished for the benefit of pre-transaction
shareholders, and the substantial seasonality of revenue and cash
flow.  Partially offsetting these risks are Moody's expectation
that the company will generate modest levels of discretionary cash
flow and repay debt ahead of schedule, the company's leading
market position in musical instrument sales and rental, and
Moody's belief that sales would hold up reasonably well in a
recession.

Guitar Center Inc, with headquarters in Westlake Village,
California, is the largest musical instrument retailer with 309
stores and a direct response segment.  It operates three distinct
musical retail businesses -- Guitar Center, Music & Arts, and
Musician's Friend (its direct response subsidiary). Revenue for
the twelve months ending June 30, 2007 was about $2.2 billion.


DEATH ROW: Asset Sale Uncertain Due to Pending Suits
----------------------------------------------------
The sale of Death Row Records Inc. has been held up since likely
buyers are still unsure as to what assets the Debtor really holds,
Peter Lauria of the New York Post reports.

The Post, citing sources, says that the Debtor was already
attempting to find a stalking-horse bidder in order to start the
sale process.  However, two suits are currently pending which
could delay the auction.

As reported in the Troubled Company Reporter on July 27, 2007,
Afeni Shakur, mother of the late rapper Tupac Shakur, filed an
adversary complaint with the U.S. Bankruptcy Court for the Central
District of California against the Debtor in hopes of halting the
Debtor from including unreleased songs of Tupac in a bankruptcy
sale.

As reported in the Troubled Company Reporter on Aug. 22, 2007,
Andre "Dr. Dre" Young filed a suit against the Debtor citing that
he owns the rights to his 1992 album "The Chronic."

R. Todd Neilson, the chapter 11 trustee overseeing the Debtor's
estates, is however in talks with Ms. Shakur on her claim and
hopes to reach an agreement soon, the Post adds citing Mr.
Neilson's counsel Ronald L. Leibow, Esq., at Kaye Scholer.

The Posts, citing sources, discloses that the two possible buyers
are Evergreen Copyrights and Koch Records.

Headquartered in Compton, California, Death Row Records Inc.
-- http://www.deathrowrecords.net/-- is an independent record
producer.  The company and its owner, Marion Knight, Jr., filed
for chapter 11 protection on April 4, 2006 (Bankr. C.D. Calif.
Case No. 06-11205 and 06-11187).  Daniel J. McCarthy, Esq.,
at Hill, Farrer & Burrill, LLP, and Robert S. Altagen, Esq.,
represent the Debtors in their restructuring efforts.  R. Todd
Neilson serves as Chapter 11 Trustee for the Debtors' estate.
When the Debtors filed for protection from their creditors,
they listed total assets of $1,500,000 and total debts of
$119,794,000.


H&E EQUIPMENT: Earns $15.2 Million in Second Quarter Ended June 30
------------------------------------------------------------------
H&E Equipment Services Inc. reported that its net income decreased
to $15.2 million for the second quarter ended June 30, 2007, from
net income of $19.8 million in the second quarter of last year.

Total second quarter revenues increased $30.6 million to
$233.1 million from $202.5 million in the second quarter of 2006.
New equipment sales were $78.5 million compared with
$56.9 million, reflecting an increase of $21.6 million, or 38.0%.

The company reported income from operations of $32.9 million
compared to $35.0 million in the second quarter of last year,
reflecting a decrease of $2.1 million, or 6.0%.

Total gross profit for the second quarter of 2007 was
$71.2 million compared with $68.3 million for the second quarter
of 2006, reflecting an increase of $2.9 million, or 4.2%.  Second
quarter gross profit margin decreased to 30.5% from 33.7% for the
second quarter of 2006, primarily as a result of revenue mix and
lower time utilization.

"We are pleased with our top line growth, achieving record
quarterly revenue during the second quarter.  Demand for new
equipment, especially cranes, was extremely strong, which had a
negative effect on our consolidated margins as this component of
our business generates lower margins than our other segments.  
This shift in revenue mix, combined with record year-over-year
comps, impacted our bottom line performance for the quarter as
compared to a year ago," said John Engquist, H&E Equipment
Services' president and chief executive officer.  "Dollar
utilization was 41.5% for the quarter compared to 42.2% a year
ago.  Our returns were negatively impacted by softness in time
utilization early in the quarter, partly due to the completion of
hurricane related work in Florida.  Our time utilization returned
to normal levels in the second half of the quarter due to strong
demand in our other markets.  We are also seeing increased
spending in Coastal Louisiana as a result of Hurricane Katrina and
expect this spending to accelerate in the third and fourth
quarters.  We remain encouraged about the trends in the non-
residential construction markets we serve and our outlook for both
the near and long term."

"Our revenue growth for the quarter was primarily the result of a
38.0% increase in new equipment sales.  Even with the softness in
utilization during the first part of the quarter, rental revenues
grew 8.7% and our combined parts and service revenues reflected
growth of 12.7%," commented Leslie Magee, H&E Equipment Services'
chief financial officer.

"Our gross margin remained strong at 30.5% compared to 33.7% a
year ago when we posted record top and bottom line growth.  The
majority of the decline in gross margin is attributable to the
combination of revenue mix and lower utilization of our rental
fleet.  Sequentially, gross margin decreased slightly from 31.3%
in the first quarter of this year, which is also a result of
continued growth in new equipment sales," said Ms. Magee.
"Overall, we remain positive about the current trends in our
business and we expect the trend in revenue mix to continue for
the remainder of the year."

                         Balance Sheet

At June 30, 2007, the company's consolidated balance sheet showed
$833.4 million in total assets, $570.2 million in total
liabilities, and $263.2 million 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?242f

                      About H&E Equipment

Based in Baton Rouge, Louisiana, H&E Equipment Services Inc.
(NASDAQ: HEES) -- http://www.he-equipment.com/-- is an integrated   
equipment service company in the United States focused on heavy
construction and industrial equipment.  The company rents, sells
and provides parts and service support for four core categories of
specialized equipment: hi-lift or aerial platform equipment,
cranes, earthmoving equipment and industrial lift trucks.  It is
engaged in five principal business activities in these equipment
categories: equipment rental, new equipment sales, used equipment
sales, parts sales, and repair and maintenance services.  H&E
Equipment Services serves more than 27,700 customers in the United
States, in the West Coast, Intermountain, Southwest, Gulf Coast,
West Coast and Southeast regions.

                          *     *     *

Moody's Investor Services placed H&E Equipment Services Inc.'s
senior secured debt and probability of default ratings at 'B1' in
Sept. 2006.  These ratings hold to this date.


HANCOCK FABRICS: Expects to File Annual Report by End of October
---------------------------------------------------------------
Hancock Fabrics Inc. and debtor-affiliates anticipate being in a
position to file a Form 10-K with the Securities and Exchange
Commission by or about the end of October 2007, Robert J. Dehney,
Esq., at Morris, Nichols, Arsht & Tunnel, LLP, in Wilmington,
Delaware, informs the U.S. Bankruptcy Court for the District of
Delaware.

To allow the Debtors to provide updated financial information to
equity holders, as well as creditors and other stakeholders, and
to potential investors, they need PricewaterhouseCoopers, LLC's
reports regarding the Debtors' balance sheet at Jan. 28, 2006, and
the income statements, cash flows and changes in shareholder
equity for the fiscal years ended Jan. 28, 2006, and Jan. 30,
2005, Mr. Dehney explains.

Mr. Dehney tells the Court that based on the Debtors'
communications with PwC, the Debtors understand that PwC will
require approximately one week to process the reports at a minimal
cost to the Debtors of approximately $10,000 to $12,000.

Obtaining a predecessor auditor's consent to use prior issued
reports is a common practice, says Mr. Dehney.

Accordingly, and at the Debtors' behest, the Court authorizes the
Debtors to obtain PwC's consent to the use of PwC reports, and pay
PwC the consent fee that the parties have agreed on.

                      About Hancock Fabrics

Headquartered in Baldwyn, Mississippi, Hancock Fabrics Inc.
(OTC: HKFIQ) -- http://www.hancockfabrics.com/-- is a specialty  
retailer of a wide selection of fashion and home decorating
textiles, sewing accessories, needlecraft supplies and sewing
machines.  Hancock Fabrics is one of the largest fabric retailers
in the United States, currently operating approximately 400 retail
stores in approximately 40 states.  The company employs
approximately 7,500 people on a full-time and part-time basis.
Most of the company's employees work in its retail stores, or in
field management to support its retail stores.

The company and six of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  As of Sept. 1, 2007, Hancock
Fabrics disclosed total assets of $159,673,000 and total
liabilities of 122,316,000.  The Court extended the Debtors'
exclusive period to file a Chapter 11 Plan to Feb. 28, 2008.  
(Hancock Fabric Bankruptcy News, Issue No. 18, Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or   
215/945-7000).


HANCOCK FABRICS: Landlords Want Cure Amounts Paid
-------------------------------------------------
Several landlords ask the U.S. Bankruptcy Court for the District
of Delaware to condition Hancock Fabrics Inc. and debtor-
affiliates' assumption of any lease on the payment of these cure
amounts:

                                         
  Landlord                                   Cure Amount
  --------                                   -----------
  Synergy Center, Ltd.                          $126,226
  Centro Watt Operating Partnership 3, LLP        63,914
  Land Fair Properties, LLC                       46,453  
  Lightman South Lake Co., LLC                    37,792  
  Central Heights, Ltd.                           32,505
  Regency Office Partnership, L.P.                30,097  
  CH Realty/Gaitherstowne, LLC                    28,524
  Corner Associates, L.P.                         26,619
  Thornton Lane, L.P.                             26,308  
  Oh Retail                                       26,400
  Michael J. Brabo                                25,487
  Centro Bradley SPE 5, LLC                       24,545
  Kmart Corporation                               24,004
  WP Realty                                       15,578
  KRC Kirkwood 803, Inc.                          10,464
  The Price Reit, Inc.                             9,965
  CH Realty III/Battelefield, LLC                  9,288
  Regency Centers, L.P.                            8,386

Glenwood Cross Country Company, LLC and Redland-Branson
Development, Inc. ask the Court to deny the Debtors' request to
assume certain leases in its entirety.

Glenwood asserts that the Glenwood Lease expired on Jan. 31, 2006,
and the Debtors failed to extend the lease term.

Redland, for its part, asserts that the Debtors fail to show
adequate assurance of future performance.  Redland further asserts
that the Debtors should pay a $31,777 cure amount.   

                      About Hancock Fabrics

Headquartered in Baldwyn, Mississippi, Hancock Fabrics Inc.
(OTC: HKFIQ) -- http://www.hancockfabrics.com/-- is a specialty  
retailer of a wide selection of fashion and home decorating
textiles, sewing accessories, needlecraft supplies and sewing
machines.  Hancock Fabrics is one of the largest fabric retailers
in the United States, currently operating approximately 400 retail
stores in approximately 40 states.  The company employs
approximately 7,500 people on a full-time and part-time basis.
Most of the company's employees work in its retail stores, or in
field management to support its retail stores.

The company and six of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  As of Sept. 1, 2007, Hancock
Fabrics disclosed total assets of $159,673,000 and total
liabilities of 122,316,000.  The Court extended the Debtors'
exclusive period to file a Chapter 11 Plan to Feb. 28, 2008.  
(Hancock Fabric Bankruptcy News, Issue No. 18, Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or   
215/945-7000).


HANCOCK FABRICS: Wants to Assume "No-Consent" Unexpired Leases
--------------------------------------------------------------
Hancock Fabrics Inc. and debtor-affiliates ask authority from the
U.S. Bankruptcy Court for the District of Delaware for authority
to assume unexpired leases of nonresidential property for which
they have not received a written consent to an extension of the
deadline to assume or reject under Section 365(d)(4) of the
Bankruptcy Code by Oct. 17, 2007.

The Debtors have obtained written consents for a further extension
of time to assume or reject certain of their leases from a
substantial number of landlords and continue to negotiate with
other landlords, Thomas F. Driscoll III, Esq., at Morris, Nichols,
Arsht & Tunnel, LLP, in Wilmington, Delaware, tells the Court.  

The Debtors expect to assume, at most, approximately 100 leases,
Mr. Driscoll adds.

Mr. Driscoll notes that the Debtors lease virtually all of the
properties in which they operate retail fabric stores.

"The Debtors intend to cure any defaults under the leases and
believe adequate assurance of future performance exists based upon
the Debtors' ample liquidity under their debtor-in-financing
facilities and cash flow from ongoing operations," Mr. Driscoll
says.

The Debtors have obtained $122,500,000 in DIP financing and
currently enjoy in excess of $50,000,000 in availability, says
Mr. Driscoll.  The Debtors have also paid rent on time, except for
rent for March 2007, and certain other monetary costs and charges.

"The Debtors are seeking to assume only those Lease for which they
do not have written consent," Mr. Driscoll clarifies. A schedule
of these Leases is available for free at:

              http://ResearchArchives.com/t/s?242e

At the hearing on the request, the Debtors will provide the Court
with an updated list of those Lease which the Debtors intend to
assume if written consent to the extension of the deadline is not
obtained, Mr. Driscoll says.

The Debtors, hence, ask the Court to allow them to submit an
updated list of those lease for which landlords have signed
written extensions and a list of those Lease which the Debtors are
assuming on or before October 17.

                     About Hancock Fabrics

Headquartered in Baldwyn, Mississippi, Hancock Fabrics Inc.
(OTC: HKFIQ) -- http://www.hancockfabrics.com/-- is a specialty  
retailer of a wide selection of fashion and home decorating
textiles, sewing accessories, needlecraft supplies and sewing
machines.  Hancock Fabrics is one of the largest fabric retailers
in the United States, currently operating approximately 400 retail
stores in approximately 40 states.  The company employs
approximately 7,500 people on a full-time and part-time basis.
Most of the company's employees work in its retail stores, or in
field management to support its retail stores.

The company and six of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  As of Sept. 1, 2007, Hancock
Fabrics disclosed total assets of $159,673,000 and total
liabilities of 122,316,000.  The Court extended the Debtors'
exclusive period to file a Chapter 11 Plan to Feb. 28, 2008.  
(Hancock Fabric Bankruptcy News, Issue No. 18, Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or   
215/945-7000).


INT'L PAPER: Paying $0.25 per Share Quarterly Dividend on Dec. 14
-----------------------------------------------------------------
International Paper declared a regular quarterly dividend of $0.25
per share for the period from Oct. 1, 2007, to Dec. 31, 2007,
inclusive, on its common stock.  This dividend is payable on
Dec. 14, 2007, to holders of record at the close of business on
Nov. 16, 2007.
    
The company also declared a regular quarterly dividend of
$1 per share for the period from Oct. 1, 2007, to Dec. 31, 2007,
inclusive, on its preferred stock.  This dividend is also payable
on Dec. 14, 2007, to holders of record at the close of business on
Nov. 16, 2007.
    
Headquartered in Stamford, Connecticut, International Paper Co.
(NYSE: IP) -- http://www.internationalpaper.com/-- is an uncoated  
paper and packaging company with primary markets and manufacturing
operations in North America, Europe, Russia, Latin America, Asia
and North Africa.  International Paper employs approximately
54,000 people in more than 20 countries, and serves customers
worldwide.  

                          *     *     *

In December 2005, Moody's Investors Service placed International
Paper Co.'s senior subordinate rating at 'Ba1'.  The rating still
holds to date with a stable outlook.


INT'L PAPER: Lower Land Sales Earnings to Impact 3rd Qtr. Profits
-----------------------------------------------------------------
International Paper disclosed Tuesday that third-quarter earnings
will be less than analysts' consensus estimates due to lower land
sales than previously estimated in the quarter.

While the company previously estimated that third-quarter land
sales earnings would be approximately $110 million to
$140 million, it now expects third-quarter land sales earnings of
approximately $100 million and full-year 2007 land sales earnings
in the range of $450 million to $500 million.

Separately, the company announced that fourth-quarter earnings
from its recently completed 50:50 joint venture with Ilim Group
will be included in International Paper's first-quarter 2008
financial statements; thereafter, the company will continue to
report the joint venture results on a one-quarter lag.

Headquartered in Stamford, Connecticut, International Paper Co.
(NYSE: IP) -- http://www.internationalpaper.com/-- is an uncoated   
paper and packaging company with primary markets and manufacturing
operations in North America, Europe, Russia, Latin America, Asia
and North Africa.  International Paper employs approximately
54,000 people in more than 20 countries, and serves customers
worldwide.  

                         *     *     *

In December 2005, Moody's Investors Service placed International
Paper Co.'s senior subordinate rating at 'Ba1'.  The rating still
holds to date with a stable outlook.


INTERNATIONAL PAPER: Earns $190 Million in Quarter Ended June 30
----------------------------------------------------------------
International Paper reported second-quarter 2007 net earnings of
$190 million compared with net earnings of $83 million in the
second quarter of 2006.                        

Earnings from continuing operations and before special items in
the second quarter of 2007 were $223 million, compared with
$145 million in the second quarter a year ago.

Quarterly net sales were $5.3 billion, down slightly from
$5.7 billion in the second quarter of 2006, primarily reflecting
2006 sales from the U.S. coated papers business, which was sold in
August 2006.

Industry segment operating profits rose to $572 million for the
2007 second quarter versus $552 million in the second quarter of
2006.  The increase reflects continued strong average price
realizations and solid manufacturing operations.

"We had a solid second quarter, our best since 2000," said
International Paper chairman and chief executive officer John
Faraci.  "We're seeing continued margin expansion quarter-to-
quarter, because of solid operations improvement, improved pricing
and stable volumes.  In our business outside North America, demand
for papers and packaging continues to grow.  Earnings were
impacted somewhat by higher raw material costs, planned
maintenance outage costs, and expenses at our Pensacola, Fla.,
mill related to maintenance and the conversion of a paper machine
to lightweight linerboard production; however, those factors were
offset by ongoing results of profit-improvement initiatives."

Commenting on the third quarter of 2007, Faraci said, "We expect
somewhat stronger earnings from continuing operations, with
continued cost reduction and pricing improvement in some markets,
including pulp and packaging, as well as higher land sales.  Input
costs will remain high, but we anticipate continued operations
improvement and cost reduction across our global manufacturing
base, as well as lower mill maintenance shutdown expenses in the
quarter."

The effective tax rate from continuing operations and before
special items for the second quarter of 2007 was 29%, compared
with a tax rate of 34% in the second quarter of 2006.  The 2007
second-quarter rate includes $7 million of benefits related to tax
audit settlements and other matters during the quarter.

                     Discontinued Operations

Discontinued operations for the 2007 second quarter include pre-
tax charges of $11 million for adjustments related to the
previously sold wood products and beverage packaging businesses,
and the second-quarter operating losses of these businesses.

Discontinued operations for the 2006 second quarter included a
$16 million pre-tax charge to reduce the carrying value of the
kraft papers business to its estimated fair value, and the second-
quarter operating results of the kraft papers, wood products,
beverage packaging and Brazilian coated papers businesses.

                          Special Items

Special items in the second quarter of 2007 consisted of a
$26 million pre-tax charge for organizational restructuring
programs associated with the company's transformation plan,
including $17 million of accelerated depreciation expense for
long-lived assets being removed from service, and a pre-tax gain
of $1 million, for adjustments to estimated losses on sales of
businesses previously sold.

Special items in the second quarter of 2006 included a pre-tax
charge of $53 million consisting of $49 million for severance and
other charges associated with the company's transformation plan
and a $4 million pre-tax charge for legal settlements, a pre-tax
credit of $62 million for gains on sales of U.S. forestlands
included in the transformation plan, and a pre-tax loss of
$137 million on sales and impairments of businesses held for sale.

                          Balance Sheet

At June 30, 2007, the company's consolidated balance sheet showed
$23.15 billion in total assets, $15.31 billion in total
liabilities, $242 million in minority interest, and $7.60 billion
in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2429

                    About International Paper

Headquartered in Stamford, Connecticut, International Paper Co.
(NYSE: IP) -- http://www.internationalpaper.com/-- is an uncoated   
paper and packaging company with primary markets and manufacturing
operations in North America, Europe, Russia, Latin America, Asia
and North Africa.  International Paper employs approximately
54,000 people in more than 20 countries, and serves customers
worldwide.  

                          *     *     *

In December 2005, Moody's Investors Service placed International
Paper Co.'s senior subordinate rating at 'Ba1'.  The rating still
holds to date with a stable outlook.


INVERNESS MEDICAL: Inks Pact Buying Panbio's Shares for $37 Mil.
----------------------------------------------------------------
Inverness Medical Innovations has entered into a Scheme
Implementation Agreement with Panbio Ltd., under which Inverness
proposed to acquire all of the issued shares in Panbio for AUD0.65
cash per share.

The proposed Scheme, which values the issued share capital of
Panbio at approximately AUD41 million, or approximately
$37 million, is subject to approval by Panbio shareholders at a
meeting expected to be held in December 2007, well as various
other conditions.

Panbio's position in the dengue fever diagnostic market will help
Inverness to achieve its goal of promoting personal health
worldwide by responding to the spread of the disease throughout
South America and elsewhere.  

Inverness' existing Australian professional diagnostics business
is based in Brisbane, Australia.

                        About Panbio Ltd.

Headquartered in Brisbane, Australia, PanBio Limited (Public,
ASX:PBO) -- http://www.panbio.com.au/-- is a diagnostics company.   
The company develops, manufactures and markets human medical
diagnostic tests with a primary focus on infectious disease.
Panbio's products are used in the diagnosis of over 30 disease
states.  Its activities are organized into two business segments:
Diagnostics and Advanced Technologies.  The Diagnostics segment
develops, manufactures and sells products to detect infectious
diseases in humans.  This segment sells products worldwide,
including Australia/New Zealand, Asia, North America, Latin
America and Europe.  The Advanced Technologies segment conducts
research and development activities predominantly in Australia.  
Its wholly owned subsidiaries include Panbio Holdings Inc. and
Panbio Inc.

                     About Inverness Medical

Based in Waltham, Massachusetts, Inverness Medical Innovations
Inc. (AMEX: IMA) -- http://www.invernessmedical.com/-- develops,  
manufactures and markets in vitro diagnostic products for the
over-the-counter pregnancy and fertility/ovulation test market and
the professional rapid diagnostic test markets.

                          *     *     *

Moody's placed Inverness Medical's subordinated debt rating at
'Caa1' as well as the company's long term corporate family and
probability of default ratings at 'B2' in June 2007.  The ratings
still hold to date with a stable outlook.


KAMP RE: S&P Retains Debt Rating Under Negative CreditWatch
-----------------------------------------------------------
Standard & Poor's Ratings Services said that its 'CC' senior
secured debt rating on KAMP RE 2005 Ltd.'s $190 million floating-
rate principal-at-risk notes are remaining on CreditWatch with
negative implications, where it was placed on Oct. 13, 2005.  The
notes are due to mature on Dec. 14, 2007.
     
Swiss Reinsurance America Corp. has until Dec. 10, 2007, to file
an extension notice with, among others, Zurich American Insurance
Co. and KAMP RE 2005 Ltd.
     
Since the last update on this rating, there have been no
significant developments.  "We will continue to monitor the
transaction for any developments and will issue updates or take
ratings actions as appropriate," said Standard & Poor's credit
analyst Gary Martucci.  The notes continue to pay a spread over
LIBOR of 0.10%, and the outstanding principal amount has not yet
been reduced.


KMG LLC: Case Summary & Largest Unsecured Creditor
--------------------------------------------------
Debtor: KMG, LLC
        4105 Rust Road
        Fairfax, VA 22030

Bankruptcy Case No.: 07-12898

Type of Business: The Debtor's member, Koger Management Group
                  Inc., filed for Chapter 11 protection on
                  July 26, 2007 (Bankr. E.D. Va. Case No.
                  07-11947).  The Debtor group provides management
                  services to condominiums, housing clusters,
                  planned unit developments, etc.

Chapter 11 Petition Date: October 9, 2007

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Thomas P. Gorman, Esq.
                  Tyler, Bartl, Gorman & Ramsdell, PLC
                  700 South Washington Street, Suite 216
                  Alexandria, VA 22314
                  Tel: (703) 549-5010
                  Fax: (703) 549-5011

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Koger Management Group, Inc.     Inter business        $339,995
4105 Rust Road                   Transfers
Fairfax, VA 22030


KOOSHAREM CORP: S&P Rates $84 Million Term Loan at B+
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan and
'2' recovery ratings to staffing company Koosharem Corp.'s
(B/Stable/--) $84 million first-lien term loan due 2014.
     
Proceeds have been used to fund the October 2007 acquisition of
Tandem Staffing Solutions Inc., which will lower the contribution
from California to below half of revenues.
     
Pro forma for the $84 million accordion facility, the first-lien
facilities consist of a $50 million revolving credit facility due
2012 and $334 million of term loans due 2014.  The first-lien bank
loan facilities retain the rating of 'B+', one notch above the
corporate credit rating on Koosharem, with a recovery rating of
'2', indicating S&P's expectation of substantial (70%-90%)
recovery of principal in the event of a payment default.  The
company's $100 million second-lien term loan due 2014 is rated
CCC+, with a recovery rating of '6', indicating our expectation of
negligible (0%-10%) recovery of principal in the event of a
payment default.


LEVITZ HOME: Wants to Distribute Payments to Unsecured Creditors
----------------------------------------------------------------
Levitz Home Furnishings Inc., its debtor-affiliates, and the
Official Committee of Unsecured Creditors ask the U.S. Bankruptcy
Court for the Southern District of New York to:

   a) approve their proposed procedures for distribution of
      trust funds to unsecured creditors; and

   b) dismiss the Debtors' Chapter 11 cases afterwards.

Based on approximately $580,000 in current trust funds,
the Debtors and the Committee anticipate a pro rata distribution
of less than 0.3% but not less than $25 to 2,250 unsecured claim
holders.

The Trust Funds is a carveout of certain funds which Prentice
Capital Management LP agreed to provide the Debtors.   Prentice
Capital is a secured lender under a Court-approved $80 million
debtor-in-possession financing agreement entered into by the
Debtors, Prentice Capital, and General Electric Capital
Corporation in October 2005.

Prentice Capital, which continues to hold an unsatisfied claim of
approximately $11.25 million under the DIP Facility, was also the
sole bidder and purchaser of substantially all of the Debtors'
assets.  

To facilitate the claims resolution process and the distribution,
the Debtors and the Committee seek the appointment of Walker
Truesdell & Associates as trustee of the Funds.  The firm was
retained by the Debtors in March 2006 to facilitate in the
winddown process of their business.

The Debtors and the Committee also request that Walker Truesdell
be permitted to utilize up to $70,000 from the Trust Funds to pay
reasonable expenses incurred.

Holders of unsecured claims identified as unliquidated,
contingent, or disputed, must file a proof of claim or other
written response and any supporting documentation with Walker
Truesdell on or before Dec. 14, 2007.

Furthermore, unable to effectuate a plan of reorganization, and
with nothing left to reorganize, the Debtors and the Committee
seek dismissal of the Debtors' bankruptcy cases after filing of a
notice of distribution.

The Court is set to consider the request at an Oct. 23, 2007
hearing.  Objections, if any, to the motion, are due tomorrow,
Oct. 12, at 4:00 p.m.

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- was in the business of retailing
furniture in the United States.  The company and 12 affiliates
filed for chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y.
Lead Case No. 05-45189).  On Dec. 21, 2006, six of the cases were
dismissed.  The remaining debtors are Levitz Home Furnishings
Inc.; Levitz Furniture Company of the Midwest Inc.; Levitz
Furniture Company of Washington Inc.; Levitz Furniture
Corporation; Levitz Furniture LLC; Seaman Furniture Company Inc.;
and Seaman Furniture Company of Pennsylvania, Inc.

Nicholas M. Miller, Esq., and  Richard H. Engman, Esq., at Jones
Day represent the Debtors.  Jeffrey L. Cohen, Esq., Jay R. Indyke,
Esq., and  Cathy Hershcopf, Esq., at Cooley Godward Kronish LLP
serve as counsel to the Official Committee of Unsecured Creditors.  
When the Debtors filed for protection from their creditors, they
reported $245 million in assets and $456 million in debts.


LOCKE CORP: Case Summary & Five Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Locke Corporation
        4701 Steinbeck, Apartment 8
        Ames, IA 50014

Bankruptcy Case No.: 07-03410

Chapter 11 Petition Date: October 8, 2007

Court: Southern District of Iowa (Des Moines)

Judge: Lee M. Jackwig

Debtor's Counsel: Jerrold Wanek, Esq.
                  Garten & Wanek
                  835 Insurance Exchange Building
                  505 Fifth Avenue
                  Des Moines, IA 50309
                  Tel: (515) 243-1249
                  Fax: (515) 244-4471

Total Assets:   $845,830

Total Debts:  $1,041,706

Debtor's list of its Five Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Midwest One Bank                                        $81,643
116 West Main Street
Ottumwa, IA 52501

Libertyville Savings Bank        Mortgage               $27,164
P.O. Box 744                                           Secured:
Fairfield, IA 52556-0744                                $90,000

Iowa State Bank and Trust        Mortgage               $25,000
55 South 4th Street
Fairfield, IA 52556

Wapello County Treasurer                                $10,000

City of Ottumwa                                          $5,100
                                                       Secured:
                                                         $4,900


MOBIUS ELR-01: Moody's Reviews Low-B Ratings on 3 Note Classes
--------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
three classes of notes issued by J.P.Morgan Trust Australia
Limited as trustee for the Mobius ELR-01 Trust. Moody's has at the
same time affirmed the Aaa ratings assigned to the Class A notes
of the Mobius ELR-01 Trust.

The complete rating actions are:

   -- AUD74.08 million Class A Notes, rated Aaa, affirmed

   -- AUD30.32 million Class B Notes, rated Baa1, placed on
      review for possible downgrade

   -- AUD3.51 million Class C Notes, rated Ba2, placed on
      review for possible downgrade

   -- AUD6.11 million Class D Notes, rated B2, placed on
      review for possible downgrade

The notes are backed by small-ticket equipment leases from four
Australian originators.  Mobius Financial Services Pty Limited, a
specialist Australian white-labelling and servicing company, acts
as the Master Servicer and Manager of the transaction.

The rating actions follow a deterioration in the performance of
the underlying receivables pool, with the cumulative level of
charge off reaching over AUD 8 million in September 2007. Moody's
notes that the higher-than-expected levels of default of the
underlying assets are offset by the level of excess spread
available to mitigate charge-offs and the reserving mechanisms
forming part of the structure of the transaction.

In addition, Moody's notes that a large number of receivables has
been found not to comply with the eligibility criteria. In
accordance with the transaction documentation, Mobius Financial
Services has to date repurchased a total of AUD 3.1 million of
receivables.  It has also identified further ineligible leases
which are currently in process of being repurchased.  Moody's has
requested additional information with regard to the repurchase
process and the reasons for ineligibility, and is currently
reviewing the approach taken to mitigating the risk of
ineligibility.

Moody's ratings address only the credit risks associated with the
transaction.  Other non-credit risks have not been addressed, but
may have significant effect on yield to investors.  Moody's
ratings are subject to revision, suspension or withdrawal at any
time at our absolute discretion.  The ratings are expressions of
opinion and not recommendations to purchase, sell or hold
securities.


NATURE'S HARVEST: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Nature's Harvest Market and Deli, Inc.
        1021 North MacDill Avenue
        Tampa, FL 33607

Bankruptcy Case No.: 07-09454

Type of Business: The Debtor is a family owned natural foods
                  grocery store serving the Tampa Bay area for 20
                  years.  See http://www.naturesharvestmarket.com/

Chapter 11 Petition Date: October 9, 2007

Court: Middle District of Florida (Tampa)

Judge: Catherine Peek McEwen

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

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Tree of Life South East                      $86,478
Department AT 40091
Atlanta, GA 31192

United Natural Foods Atlanta                 $50,049
P.O. Box 706
Keene, NH 03431

Hilton Honors                                $21,580
Platinum Credit Card
P.O. Box 360002
Fort Lauderdale, FL 33336

Fresh Foods Distributors, Inc.               $13,108

Global Organics Specialty Source             $11,833

Don Green Poultry, Inc.                      $10,134

CITIBusiness                                  $9,879

Cedars Mediterranean Food, Inc.               $8,522

American Express Business Capital Line        $8,087

Home Depot Credit Services                    $8,087

Ocean Grown Farms                             $7,176

Tree of Life, Inc.                            $6,474

Capital Contractors                           $6,421

Bluebonnet Nutrition Corporation              $5,967

Employer Management Solutions                 $5,915

Glaser Farms                                  $5,219

Office Depot                                  $5,057

Frontier Naturals                             $4,599

Renew Life, Inc.                              $4,000

Green Gold Premium Herbs, Inc.                $3,729


NEIGHBOR'S KNOLL: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Neighbor's Knoll, LLC
        3026 East Farm Road 188
        Ozark, MO 65721

Bankruptcy Case No.: 07-61457

Chapter 11 Petition Date: October 9, 2007

Court: Western District of Missouri (Springfield)

Debtor's Counsel: Danny R. Nelson, Esq.
                  Lathrop & Gage, LLC
                  P.O. Box 4288
                  Springfield, MO 65808
                  Tel: (417) 575-5900
                  Fax: (417) 886-9126

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
ESC Engineers and                Site Engineering        $7,490
Architects, Inc.
1922 North Broadway
Springfield, MO 65803


NEIMAN MARCUS: S&P Lifts Corporate Credit Rating to BB- from B+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating, on The Neiman Marcus Group Inc. and
removed them from CreditWatch, where they were listed with
positive implication on March 22, 2007.  S&P raised the corporate
credit rating to 'BB-' from 'B+' and the senior unsecured and
subordinated ratings to 'B' from 'B-'.  Furthermore, Standard &
Poor's raised the rating on the company's senior secured term loan
and 7.125% debentures due 2028 to 'BB+', two notches higher than
the corporate credit rating on Neiman Marcus.  S&P also raised the
recovery rating on the senior secured debt from '2' to '1',
indicating the expectation for very high (90%-100%) recovery.  The
outlook is stable.
      
"The rating change for Neiman Marcus recognizes the very
substantial progress the company has made in improving sales,
margins, and EBITDA, and the resulting positive impact this has
had on credit protection measures," said Standard & Poor's credit
analyst Gerald A. Hirschberg.


NORTH OAKLAND: Moody's Downgrades Bond Rating to B3
---------------------------------------------------
Moody's Investors Service downgraded the bond rating of North
Oakland Medical Center to B3 from B1.  The rating is removed from
Watchlist for possible downgrade.  The two-notch downgrade and
negative outlook reflect NOMC's continued decline in operating
performance in fiscal year 2006 and through eight months interim
FY 2007 as well as NOMC's significant decline in unrestricted
liquidity.

                       Legal Security

The bonds are a general obligation of NOMC and a debt service
reserve fund is in place.  NOMC is the only member of the
obligated group.

Interest Rate Derivatives: None

                          Strengths

*New senior management team, most of whom had significant senior
level experience at a prominent, highly rated health system

*New strategic alignments with Aa2-rated, multi-state Trinity
Health System's St. Joseph Mercy Oakland (St. Joseph), which also
is located in Pontiac, MI

*Favorable progress made with union negotiations over the past
three months

*Oakland County (general obligation bonds rated Aaa) is a wealthy
county, which offsets weak demographic characteristics in the City
of Pontiac somewhat

                         Challenges

*The City of Pontiac, MI is an economically weak service area with
stagnant population trends and a median income level well below
state and national averages

*In-town competition from two additional acute care hospitals -
19,000-admission St. Joseph and 6,000-admission, Ba1-rated Pontiac
Osteopathic Hospital (which recently announced plans to join A1-
rated McLaren Health Care) - in a market that may not be able to
sustain three viable acute care facilities in the long-term

*Multi-year declines in inpatient and surgical volumes
contributing to multiple years of operating losses and very weak
operating results in unaudited FY 2006 (-1% operating cash flow
margin)

*Liquidity measures deteriorated significantly in FY 2007 due to
poor cash flow generation and NOMC's decision to pay off a $4
million line of credit.  As of Aug. 31, 2007, NOMC's cash on hand
and cash-to-debt measured very thin 18.2 days (annualized) and
10.9%, respectively

*NOMC has yet to secure waivers from bond holders as a result of
poor operating performance in FY 2006.  Management plans to meet
with bond holders in the coming weeks in their ongoing efforts to
secure the waivers

                 Recent Developments/Results

NOMC's trend of poor operating performance continues in interim FY
2007, which is a key credit concern.  Through eight months FY
2007, NOMC recorded an operating loss of -$9 million (-13.9%
operating loss margin) and negative operating cash flow of -$4.0
million (-6.3% operating cash flow margin).  This level of
performance is weaker than the already thin performance recorded
in FY 2006.  In unaudited FY 2006, NOMC recorded an operating loss
of $9.5 million (-8.2% margin) and negative operating cash flow of
-$1.2 million (-1% operating cash flow margin).  Assuming this
trend continues through year-end 2007, FY 2007 will represent the
eleventh consecutive year of operating loss.

The continued weakening of operating results in FY 2006 and
through eight months FY 2007 is due to a number of factors,
including: (a) a sharp decline in inpatient admissions (-8% in
2006, -24% in 2007) and surgical volumes (-27% in 2006, -22% in
2007); (b) an increase in premium labor; and (c) about $429,000 in
"separation agreement" expenses associated with the severance
packages of recently departed former NOMC senior management staff.  
Moody's notes that the decrease in patient volumes is due, in
part, to NOMC's new management team decision to eliminate 11
employed physician contracts as well as NOMC's collaborative
effort with Trinity Health's St. Joseph Mercy Oakland to move
NOMC's obstetrics and neonatal intensive care unit to the St.
Joseph campus, which resulted in operating disruptions in summer
2007.

As a result of current operating struggles, NOMC's debt ratios are
very weak.  Based on FY 2006 results, debt-to-cash flow weakened
to -19.6 times (due to negative cash flow generation) and peak
debt service coverage decreased to a very weak 0.1 times in FY
2006.

NOMC's cash position weakened considerably in FY 2007, which is a
key credit risk.  At unaudited fiscal year end (FYE) 2006, NOMC's
unrestricted cash and investments measured $14.0 million (a
decline from $17.4 million at FYE 2005).  As a result, cash on
hand decreased to a modest 43 days and cash-to-debt measured a
thin 26% at FYE 2006.  Moody's notes that about $4.3 million of
liquidity at FYE 2006 (and $4 million at FYE 2005) was pledged as
collateral for a line of credit (which NOMC decided to pay off in
August 2007); excluding this from liquidity calculations, cash on
hand and cash-to-debt at FYE 2006 would measure 30 days and 18%,
respectively.

Unrestricted cash continues to decline in interim FY 2007,
measuring $5.3 million at Aug. 31, 2007, translating to very weak
18.2 days cash on hand (annualized) and 11% cash-to-debt. The
decline in liquidity in FY 2007 is due to continued negative
operating cash flow as well as NOMC's decision in August to pay
off the line of credit (which measured $4 million at July 31,
2007).  NOMC's current liquidity position is a material credit
concern.  Moody's notes that as part of NOMC's collaborative
efforts with St. Joseph, NOMC is expected to sell licensed beds to
St. Joseph.  As part of this transaction, NOMC is planning to
receive $5 million from Trinity Health.  NOMC management expects
to receive about $2 million by FYE 2007 and the remaining $3
million in early FY 2008, which should help to minimize continued
liquidity decline at NOMC over the coming months.  The sale of the
licensed beds must receive certificate of need approval.

NOMC violated debt service coverage covenants as a result of the
poor performance in FY 2006.  While NOMC management continues to
communicate with bond holders to seek waivers for the covenant
violations, NOMC has yet to secure these waivers. Failure to do so
could result in material credit distress.

NOMC's CEO has been with the organization since June 2006. Since
that time, the new CEO has replaced virtually all of NOMC's senior
management team.  Most of the new senior staff, including the CEO,
held management positions with the prominent Aa3-rated William
Beaumont Hospitals system in suburban Detroit.  Moody's views the
new management team as a credit positive for NOMC.  Nevertheless,
the new management team faces considerable challenges to improve
performance at NOMC.

Key turnaround initiatives include: (a) recent agreement to
collaborate on key services with St. Joseph, which eliminate
redundancies in the Pontiac market, such as NOMC moving all
pediatric and newborn delivery services to St. Joseph; (b) NOMC
will convert its old pediatric unit to a secure medical unit in an
agreement with the Oakland County Sheriff Department; (c) labor
cost savings, such as benefit cost reductions, reduced paid time
off, and the elimination of approximately 130 full-time equivalent
positions; and (d) enhancement of radiation therapy, inpatient and
outpatient diagnostic, and surgical services.  The costs
associated with these turnaround efforts contributed to NOMC's
poor operating results and liquidity decline in FY 2006 and
interim FY 2007.
Outlook

The negative outlook reflects NOMC's ongoing operating challenges
and our concern regarding NOMC's very thin liquidity position.

What could change the rating -- Up

Significant and sustained improvement in operating performance;
material improvement in liquidity ratios; stability in volumes;
demonstration of an ability to reinvest in the facility's physical
plant to remain competitive; successful renegotiation of
collective bargaining agreements

What could change the rating -- Down

Continued operating losses; an increase in debt; continued decline
in liquidity; inability to receive waivers from bond holders

                      Key Indicators

Assumptions & Adjustments:

   -- Based on Pontiac General Hospital and Medical Center,
      Inc. (d/b/a North Oakland Medical Centers)

   -- First number reflects audited FY 2005 for the year ended
      Dec. 31, 2005

   -- Second number reflects unaudited FY 2006 for the year
      ended Dec. 31, 2006

   -- Investment returns reclassified as non-operating revenue
      and smoothed at 6%

*Inpatient admissions: 8,325; 7,642

*Total operating revenues: $123.9 million; $114.9 million

*Moody's-adjusted net revenues available for debt service: $4.6
million; $382,000

*Total debt outstanding: $55.4 million; $54.1 million

*Maximum annual debt service (MADS): $4.8 million; $4.8 million

*MADS Coverage with reported investment income: 1.09 times; -0.05
times

*Moody's-adjusted MADS Coverage with normalized investment income:
0.97 times; 0.08 times

*Debt-to-cash flow: 50.2 times; -19.6 times

*Days cash on hand: 50.8 days; 42.8 days

*Cash-to-debt: 31.4%; 25.9%

*Operating margin: -4.9%; -8.2%

*Operating cash flow margin: 2.2%; -1.0%

Rated debt:

Issued through Pontiac Hospital Finance Authority:

   -- Series 1993 Revenue Bonds, rated B3


OCCULOGIX INC: Board Approves Exploring Strategic Alternatives
--------------------------------------------------------------
OccuLogix Inc.'s board of directors has authorized the company's
management and advisors to explore the full range of strategic
alternatives available to enhance shareholder value.  The
alternatives may include:

   -- raising of capital through the sale of securities;
  
   -- one or more strategic alliances and the combination;

   -- sale or merger of all or part of the company.

OccuLogix stated that there can be no assurance that the
exploration of strategic alternatives will result in a
transaction.  The company does not intend to disclose developments
with respect to the exploration of strategic alternatives unless
its board has approved a specific transaction.

Headquartered in Mississauga, Ontario, OccuLogix Inc. (TSX: OC)
(NasdaqGM: OCCX) -- http://www.occulogix.com/-- is an ophthalmic  
therapeutic company in the business of
commercializing innovative treatments for age-related eye
diseases, including age-related macular degeneration, or AMD, and
glaucoma.

                       Going Concern Doubt

Ernst & Young LLP, in Toronto, Canada, expressed substantial doubt
about OccuLogix Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the year
ended Dec. 31, 2006.  The auditing firm pointed to the company's
recurring losses.


OWEN AND OLLIE'S: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Owen and Ollie's Restaurant & Pub LLC
        91 Mill Street, Unit 1
        Dracut, MA 01826

Bankruptcy Case No.: 07-43720

Type of Business: The Debtor operates an Irish-themed restaurant.
                  See http://owenandollies.com/

Chapter 11 Petition Date: October 9, 2007

Court: District of Massachusetts (Worcester)

Debtor's Counsel: Stuart M. Holber, Esq.
                  21 Wingate Street, Suite 101
                  Haverhill, MA 01832
                  Tel: (978) 372-1171

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Frank J. Gorman                  Trade Debt            $327,323
Gorman Management
1105 Lakeview Avenue
Dracut, MA 01826

Harry F. Gorman                  Trade Debt            $110,000
23 F Street
Dracut, MA 01826

Friend Lumber Company            Trade Debt             $54,995
261 Lowell Road
Hudson, NH 03051

Trimark United East Inc.         Trade Debt             $41,069

Massachusetts Department of      Meals Tax              $36,377
Revenue

Hallsmith Sysco Food Service     Trade Debt             $20,999

Leading Seafoods                 Trade Debt             $19,784

NMAC Bankruptcy Filing           Lease                  $14,375

Internal Revenue Service         941 Taxes              $11,035

National Grid Processing Center  Trade Debt             $10,320

Blue Cross Blue Shield of MA     Insurance               $8,840

Lowell Provision Co. Inc.        Trade Debt              $7,079

Merrimack Valley Distributors    Trade Debt              $6,520

United Liquors Inc.              Trade Debt              $5,475

Coca-Cola Bottling               Trade Debt              $5,214

Horizon Beverage                 Trade Debt              $5,176

Kristine Gorman                  Trade Debt              $4,500

General Linen Co.                Trade Debt              $3,814

D.J. Readon Company Inc.         Trade Debt              $3,467

RD Weis Companies                Trade Debt              $3,417


PEOPLE'S CHOICE: Wants Nod on Claims Settlement Procedures
----------------------------------------------------------
People's Choice Financial Corp. and its debtor-affiliates relate
that approximately 750 claims aggregating $300,000,000, have been
filed in their Chapter 11 cases.  The Debtors, the Official
Committee of Unsecured Creditors and their professionals have
begun reviewing the claims and determining which of the claims are
objectionable.

In an attempt to save the estates, and therefore the creditors,
the time and expense of bringing formal objections to the
Objectionable Claims, the Debtors are contacting the claimants of
the Objectionable Claims and attempting to reach settlements with
those claimants.

Once the settlements are reached, however, the Debtors are faced
with the need to obtain the Court's approval of each settlement,
a process that could cost the estates as much time and money as
preparing, filing and prosecuting an objection to each
Objectionable Claim, Jeffrey W. Dulberg, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Los Angeles, California, notes.

The Debtors ask the U.S. Bankruptcy Court for the Central District
of California to approve certain procedures to streamline the
approval of the settlements of Objectionable Claims.  

The Proposed Claim Settlement Procedures will save the Debtors,
Creditors Committee and the Court a considerable amount of time
in dealing with many of the Objectionable Claims and will save
the estates a substantial amount of money in that the cost of
preparing motions for approval of each settlement of an
Objectionable Claim will be avoided, Mr. Dulberg says.

Mr. Dulberg sets forth the Proposed Claim Settlement Procedures:

  (a) The Debtors or the Creditors Committee, as applicable, and
      the holder of the Objectionable Claim will enter into a
      stipulation outlining the grounds for the claim, the
      grounds for the objection and the terms of the settlement;

  (b) The Debtors or the Creditors Committee, as applicable,
      will file and serve notice of any settlement on the United
      States Trustee; counsel to the Debtors; counsel to the
      Creditors Committee; any creditors whose Objectionable
      Claims are affected by the settlements under Notice; and
      persons who have requested notice pursuant to Rule 2002 of
      the Federal Rules of Bankruptcy Procedure.  The Notice can
      relate to one or more stipulations and will contain a list
      of the stipulations affected by the Notice, including the
      claimants' names, the numbers of claims being settled, the
      deadline by which objections to any stipulations must be
      filed and served, and the names and addresses of the
      service parties.  Copies of the stipulations referred to
      in the Notice will be attached to the Notice;

  (c) The Notice Parties will have 20 days after the date of
      service of the Notice to object to any stipulation
      attached to the Notice;

  (d) If no objection to a stipulation is timely filed and
      served, the Debtors or the Creditors Committee, as
      applicable, will file a Declaration of Non-Opposition
      related to that stipulation, and the stipulation will be
      deemed approved without further notice, hearing or order
      of the Court; and

  (e) If any of the Notice Parties object to any proposed
      stipulation, the Debtors or the Creditors Committee, as
      applicable, will obtain a hearing date on the stipulation
      and objection, send notice of the hearing to the affected
      claimant, the objecting party, the U.S. Trustee, counsel
      to the Debtors, and counsel to the Creditors Committee.
      The Court, after the hearing, will determine whether the
      settlement should be approved.

                     About People's Choice

Headquartered in Irvine, California, People's Choice Financial
Corp. -- http://www.pchl.com/-- is a residential mortgage banking   
company, through its subsidiaries, originates, sells, securitizes
and services primarily single-family, non-prime, residential
mortgage loans.

The company and two of its affiliates, People's Choice Home Loan,
Inc., and People's Choice Funding, Inc., filed for chapter 11
protection on March 20, 2007 (Bankr. C.D. Calif. Case No.
07-10772).  J. Rudy Freeman, Esq., at Pachulski, Stang, Ziehl &
Jones, L.L.P., represents the Debtors.  Winston & Strawn LLP
represents the Official Committee of Unsecured Creditors.  In its
schedules filed with the Court, People's Choice disclosed total
assets of $806,776,901 and total liabilities of $105,772,386.  The
Debtors' exclusive period to file a chapter 11 plan expires on
Nov. 6, 2007.  The Debtors however have asked the Court to extend
that deadline to November 30.

(People's Choice Bankruptcy News, Issue No. 17; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


PLAINS EXPLORATION: Fir Tree Okays $3.6 Billion Pogo Purchase
-------------------------------------------------------------
Fir Tree Partners, a shareholder in Plains Exploration Company,
has agreed to support PXP's proposed acquisition of Pogo Producing
Company.

As reported in the Troubled Company Reporter on Sept. 11, 2007,
Fir Tree had planned to vote against the PXP's proposal to
buy Pogo Producing for $3.6 billion.

Fir Tree's Board of Directors indicated in a letter to PXP
CEO & President James C. Flores that their decision is based upon
detailed financial analysis which suggests that a termination of
the transaction could result in PXP's share price appreciating by
70% or more over the ensuing year.  The Board also declared that
large scale share repurchases are a much more efficient use of
shareholder capital given the extreme decline in PXP's share price
that was sparked by the announcement of the PPP deal and the
negative natural gas price environment which makes PPP a less
attractive/less valuable asset.

Fir Tree Partners will vote its shares in support of the
acquisition proposal based on PXP's continued commitment to
implement, following the acquisition, its proven asset
rationalization program combined with an ongoing significant share
repurchase program and evaluate the necessary steps to achieve MLP
valuations by forming a master limited partnership or using the
MLP market to unlock value for shareholders.

"After a number of constructive conversations, we are pleased to
have come to an amicable resolution regarding the Pogo acquisition
and look forward to Plains Exploration's implementation of these
post-acquisition measures," Andrew Fredman of Fir Tree Partners
said.  "We believe these measures are the most effective steps to
creating value for shareholders.  In light of Plains Exploration's
commitments, we are happy to support the Pogo acquisition and plan
to vote our shares in favor of it.  Jim Flores and his management
team have demonstrated a superb long-term record of value creation
and we believe that the articulated strategy will help ensure that
their superior record continues forward."

"We appreciate Fir Tree's support of the Pogo acquisition, which
will enable PXP to continue its stated course of action of
increasing shareholder value," James Flores of Plains Exploration
said.

                      About Pogo Producing

Headquartered in Houston, Texas, Pogo Producing Company (NYSE:
PPP) -- http://www.pogoproducing.com/-- explores for, develops   
and produces oil and natural gas.  Pogo owns approximately
4,000,000 gross leasehold acres in major oil and gas provinces in
North America, 3,119,000 acres in New Zealand and 1,480,000 acres
in Vietnam.

              About Plains Exploration & Production

Headquartered in Houston, Plains Exploration & Production Co.
(NYSE: PXP) - http://www.plainsxp.com/-- is an independent oil    
and gas company primarily engaged in the upstream activities of
acquiring, developing, exploiting, exploring and producing oil and
gas in its core areas of operation: onshore and offshore
California, Colorado and the Gulf Coast region of the United
States.

                          *     *     *

As reported in the Troubled Company Reporter on July 20, 2007,
Standard & Poor's Ratings Services affirmed the 'BB' corporate
credit rating on independent oil and gas company Plains
Exploration & Production Co.  The outlook remains stable.


POGO PRODUCING: $3.6 Bil. Purchase by Plains Exploration Okayed
---------------------------------------------------------------
Fir Tree Partners, a shareholder in Plains Exploration Company,
has agreed to support PXP's proposed acquisition of Pogo Producing
Company.

As reported in the Troubled Company Reporter on Sept. 11, 2007,
Fir Tree had planned to vote against the PXP's proposal to
buy Pogo Producing for $3.6 billion.

Fir Tree's Board of Directors indicated in a letter to PXP
CEO & President James C. Flores that their decision is based upon
detailed financial analysis which suggests that a termination of
the transaction could result in PXP's share price appreciating by
70% or more over the ensuing year.  The Board also declared that
large scale share repurchases are a much more efficient use of
shareholder capital given the extreme decline in PXP's share price
that was sparked by the announcement of the PPP deal and the
negative natural gas price environment which makes PPP a less
attractive/less valuable asset.

Fir Tree Partners will vote its shares in support of the
acquisition proposal based on PXP's continued commitment to
implement, following the acquisition, its proven asset
rationalization program combined with an ongoing significant share
repurchase program and evaluate the necessary steps to achieve MLP
valuations by forming a master limited partnership or using the
MLP market to unlock value for shareholders.

"After a number of constructive conversations, we are pleased to
have come to an amicable resolution regarding the Pogo acquisition
and look forward to Plains Exploration's implementation of these
post-acquisition measures," Andrew Fredman of Fir Tree Partners
said.  "We believe these measures are the most effective steps to
creating value for shareholders.  In light of Plains Exploration's
commitments, we are happy to support the Pogo acquisition and plan
to vote our shares in favor of it.  Jim Flores and his management
team have demonstrated a superb long-term record of value creation
and we believe that the articulated strategy will help ensure that
their superior record continues forward."

"We appreciate Fir Tree's support of the Pogo acquisition, which
will enable PXP to continue its stated course of action of
increasing shareholder value," James Flores of Plains Exploration
said.

              About Plains Exploration & Production

Headquartered in Houston, Plains Exploration & Production Co.
(NYSE: PXP) - http://www.plainsxp.com/-- is an independent oil      
and gas company primarily engaged in the upstream activities of
acquiring, developing, exploiting, exploring and producing oil and
gas in its core areas of operation: onshore and offshore
California, Colorado and the Gulf Coast region of the United
States.

                    About Pogo Producing

Headquartered in Houston, Texas, Pogo Producing Company (NYSE:
PPP) -- http://www.pogoproducing.com/-- explores for, develops
and produces oil and natural gas.  Pogo owns approximately
4,000,000 gross leasehold acres in major oil and gas provinces in
North America, 3,119,000 acres in New Zealand and 1,480,000 acres
in Vietnam.

                         *     *     *

As reported in the Troubled Company Reporter on May 31, 2007,
Standard & Poor's Ratings Services said that its 'BB' corporate
credit rating on Pogo Producing Co. remains on CreditWatch with
developing implications following the company's announcement that
it is selling its Canadian oil- and gas-producing subsidiary for
$2 billion.


QUALITY HOME: Selects Irell & Manella as Bankruptcy Counsel
-----------------------------------------------------------
Quality Home Loans and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Central District of California for
authority to employ Irell & Manella LLP as their reorganization
counsel.

Irell & Manella will:

   a. advise the Debtors regarding their powers and duties as
      debtors-in-possession in the continued management and
      operation of its affairs and properties;

   b. represent the Debtors in proceedings or hearings before the
      Court involving matters of bankruptcy law;

   c. attend meetings and negotiate with representatives of the
      Debtors' creditors and other parties-in-interest;

   d. take necessary actions to protect and preserve the Debtors'
      estate, including the prosecution of actions on the Debtors'
      behalf, the defense of any action commenced against the
      Debtors, negotiate on the Debtors' behalf with respect to
      all litigation involving the Debtors, and object to claims
      filed against the Debtors' estate;

   e. prepare all motions, applications, answers, orders, reports,
      and papers on behalf of the Debtors that are necessary to
      the administration of the case;

   f. represent the Debtors in connection with any proceedings
      relating to any potential sale of assets;

   g. advise and assist the Debtors in connection with the
      confirmation and consummation of any proposed plan of
      reorganization; and

   h. perform other typical services as counsel to the Debtors in
      the case.

The Debtors will pay the firm on at its customary hourly rates.

Prior to bankruptcy filing, the Debtors paid the firm a $100,000
retainer.  The firm rendered prepetition services to the Debtor in
the amount of $11,000.  The remaining $89,000 retainer funds is
held by the firm in escrow.

To the best of the Debtors' knowledge, the firm has no interest
materially adverse to the Debtors' estate or of any class of
creditors or equity shareholders.

The firm can be reached at:

             William N. Nobel, Esq.
             Mike D. Neue, Esq.
             Irell & Manella LLP
             840 Newport Center Drive, Suite 400
             Newport Beach, CA 92660
             Tel: (949) 760-0991
             Fax: (949) 760-5200
             http://www.irell.com/

Headquartered in Agoura Hills, California, Quality Home Loans --
http://www.qualityhomeloans.com/-- is a residential hard money   
lender.  The company does business as Clear Credit Capital, Last
Chance Home Loans, Last Option Lending, and Q.H.L. Investments.

The company and its debtor-affiliates filed for Chapter
11 protection on Aug. 21, 2007 (Bankr. C.D. Calif. Case Nos. 07-
13003 through 07-13006).


QUALITY HOME: Committee Taps Winston & Strawn as Counsel
--------------------------------------------------------
The Official Committee of Unsecured Creditors in Quality Home
Loans and its debtor-affiliates' bankruptcy cases asks the U.S.
Bankruptcy Court for the Central District of California for
permission to retain Winston & Strawn LLP as its counsel effective
as of Sept. 6, 2007.

The firm will:

   a. provide legal advice to the Committee with respect to its
      duties and powers in the case;

   b. consult with the Committee and the Debtors concerning the
      administration of the case;

   c. assist the Committee in its investigation of the acts,
      conduct, assets, liabilities, postpetition financing, and
      financial condition of the Debtors, operation of the
      Debtors' business, the desirability of continuing or selling
      the business or assets, and other matters relevant to the
      case or the formulation of a plan;

   d. assist the Committee in the evaluation of claims against the
      Debtors' estate, including analysis of and possible
      objections to the validity, priority, amount, subordination,
      or avoidance of claims and transfers of property in
      consideration of the claims;

   e. assist the Committee in participating in the information of
      a plan, including the Committee's communications with
      unsecured creditors concerning the plan and the collecting
      and filing with the Court of acceptances or rejections to
      the plan;

   f. assist the Committee with any effort to request the
      appointment of a trustee or examiner;

   g. advise and represent the Committee in connection with
      administrative and substantive matters arising in the case,
      including the obtaining of credit, the sale of assets, and
      the rejection or assumption of executory contracts and
      unexpired leases;

   h. appear before the Court, any other federal court, state
      court or appellate court; and

   i. perform other legal services as may be required and which
      are in the interests of the unsecured creditors.

The customary hourly rates of Winston are:

          Designation             Hourly Rate
          -----------             -----------
          Partner                  $405-$845
          Associate                $200-$590
          Legal Assistant          $135-$285

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

The firm can be reached at:

             Eric. E. Sagerman, Esq.
             David L. Wilson III, Esq.
             Winston & Strawn LLP
             333 South Grand Avenue
             Los Angeles, CA 90071
             Tel: (213) 615-1829
             Fax: (213) 615-1750
             http://www.winston.com/

Headquartered in Agoura Hills, California, Quality Home Loans --
http://www.qualityhomeloans.com/-- is a residential hard money   
lender.  The company does business as Clear Credit Capital, Last
Chance Home Loans, Last Option Lending, and Q.H.L. Investments.

The company and its debtor-affiliates filed for Chapter
11 protection on Aug. 21, 2007 (Bankr. C.D. Calif. Case Nos. 07-
13003 through 07-13006).


QUALITY HOME: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Quality Home Loans and its debtor-affiliates submitted to the U.S.
Bankruptcy Court for the Central District of California their
schedules of assets and liabilities, disclosing:

     Name of Schedule                Assets      Liabilities
     ----------------             -----------    -----------
  A. Real Property                $12,509,000
  B. Personal Property            117,810,336
  C. Property Claimed as                    0
     Exempt
  D. Creditors Holding                           $162,958,749
     Secured Claims
  E. Creditors Holding                                555,871
     Unsecured Priority
     Claims
  F. Creditors Holding                             13,528,855
     Unsecured Non-priority
     Claims
                                  -----------    -----------
     TOTAL                       $130,319,336   $177,043,476

Headquartered in Agoura Hills, California, Quality Home Loans --
http://www.qualityhomeloans.com/-- is a residential hard money   
lender.  The company does business as Clear Credit Capital, Last
Chance Home Loans, Last Option Lending, and Q.H.L. Investments.

The company and its debtor-affiliates filed for Chapter
11 protection on Aug. 21, 2007 (Bankr. C.D. Calif. Case Nos. 07-
13003 through 07-13006).  


QUANTA SERVICES: Earns $21.9 Million in Quarter Ended June 30
-------------------------------------------------------------
Quanta Services Inc. reported net income of $21.9 million for the
second quarter ended June 30,2007, compared to net income of
$17.7 million in the second quarter of 2006.

Revenues in the second quarter of 2007 were $557.6 million
compared to revenues of $514.0 million in the second quarter of
2006.

Revenues for the first six months of 2007 were $1.13 billion
compared to $1.01 billion for the first half of 2006.  For the
first six months of 2007, the company reported net income of
$53.1 million, compared to net income of $25.5 million in the
first six months of last year.  Excluding the positive effect of a
settlement of a multi-year audit with the Internal Revenue Service
during the first quarter of 2007, adjusted net income was
$37.7 million for the first six months of 2007.

"Our strong quarter, including 13% internal revenue growth from
electric power and gas customers, reflects continued elevated
spending by these customers.  We are pleased with the results we
achieved during the quarter despite experiencing extremely wet
weather that hampered our performance in the South Central U.S.,"
said John R. Colson, chairman and chief executive officer of
Quanta Services.  "With backlog up $170 million or 13% compared to
the second quarter of last year, we believe the future presents
exciting growth opportunities for Quanta.  We are in a strong
position to support our customers as they focus on the delivery of
reliable electric power and next-generation telecommunications
services."

                          Balance Sheet

At June 30, 2007, the company's consolidated balance sheet showed
$1.68 billion in total assets, $873.6 million in total
liabilities, and $808.8 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2425

                            Outlook

Quanta expects revenues for the third quarter of 2007 to range
between $595 million and $615 million.  These estimates include
approximately $25 million of anticipated emergency restoration
revenues for the third quarter of 2007.

                      About Quanta Services

Headquartered in Houston, Texas, Quanta Services Inc. (NYSE: PWR)
-- http://www.quantaservices.com/-- provides specialized     
contracting services, delivering end-to-end network solutions for
electric power, gas, telecommunications and cable television
industries.  The company's comprehensive services include
designing, installing, repairing and maintaining network
infrastructure nationwide.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 14, 2007,
Moody's Investors Service upgraded Quanta Services Inc. corporate
family rating to Ba3 from B1 to reflect the acquisition of
Infrasource, reduced debt leverage, ample cash flow generation
relative to debt levels, and ongoing growth.  The ratings
outlook is stable.

As reported in the Troubled Company Reporter on Sept. 7, 2007,
Standard & Poor's Ratings Services raised its corporate credit
rating on Quanta Services Inc. by one notch to 'BB' from 'BB-'
after the completion of the company's all-stock acquisition of
competitor Infrasource Inc.  S&P also raised the ratings on
Quanta's 3.75% convertible subordinated notes and 4.5%
convertible subordinated debentures by one notch, to 'B+'.  All
ratings were removed from CreditWatch, where they were originally
placed with positive implications on March 19, 2007.  The outlook
is stable.


REAL ESTATE: Fitch Assigns Low-B Ratings on Six Note Classes
------------------------------------------------------------
Fitch assigns these ratings to the notes issued by Real Estate
Synthetic Investment Finance Limited Partnership 2007-C and RESI
Finance DE Corporation 2007-C:

   -- $10,077,260,991 class A risk band 'AAA';

   -- $150,406,881 class B1 risk band 'AA-';

   -- $15,559,332 class B2 risk band 'AA-';

   -- $31,118,665 class B3 risk band'A';

   -- $10,372,889 class B4 risk band 'A-';

   -- $23,857,643 class B5 risk band 'BBB-';

   -- $7,261,000 class B6 floating rate notes, due September
      2049 'BBB-';

   -- $10,372,000 class B7 floating rate notes, due September
      2049 'BB+';

   -- $8,299,000 class B8 floating rate notes, due September
      2049 'BB';

   -- $7,261,000 class B9 floating rate notes, due September
      2049 'BB';

   -- $10,373,000 class B10 floating rate notes, due September
      2049 'B+';

   -- $5,186,000 class B11 floating rate notes, due September
      2049 'B';

   -- $5,187,000 class B12 floating rate notes, due September    
      2049 'B-'


REAL ESTATE PARTNERS: Case Summary & 182 Largest Unsec. Creditors
-----------------------------------------------------------------
Lead Debtor: Real Estate Partners, Inc.
             dba Coldwell Banker Commercial R.E.P.
             2569 McCabe Way, 2nd Floor
             Irvine, CA 92614

Bankruptcy Case No.: 07-13239

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Real Estate Partners Unit Investment, B.T. 07-13240
        II
        Real Estate Partners Unit Investment, B.T. 07-13241
        I
        Real Estate Partners Income Fund III, B.T. 07-13242
        Real Estate Partners Income Fund I, L.L.C. 07-13243
        Real Estate Partners Growth Fund, B.T.     07-13244
        Real Estate Partners Income Fund II,       07-13245
        L.L.C.
        Real Estate Partners Equity Fund, B.T.     07-13246

Type of business: The Debtors are privately-owned operators and
                  developers of multifamily housing across the US.  
                  See http://www.realestatepartnersinc.com/

Chapter 11 Petition Date: October 8, 2007

Court: Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtors' Counsel: Marc J. Winthrop, Esq.
                  Winthrop Couchot, P.A.
                  660 Newport Center Drive, Suite 400
                  Newport Beach, CA 92660
                  Tel: (949) 720-4100

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Real Estate Partners, Inc.      1 Million to          1 Million to
                                 100 Million           100 Million

Real Estate Partners Unit       1 Million to          1 Million to
Investment, B.T. II              100 Million           100 Million

Real Estate Partners Unit       1 Million to          1 Million to
Investment, B.T. I               100 Million           100 Million

Real Estate Partners            1 Million to          1 Million to
Income Fund III, BT              100 Million           100 Million

Real Estate Partners            1 Million to          1 Million to
Income Fund I, L.L.C.            100 Million           100 Million

Real Estate Partners            1 Million to          1 Million to
Growth Fund, B.T.                100 Million           100 Million

Real Estate Partners            1 Million to          1 Million to
Income Fund II, L.L.C.           100 Million           100 Million

Real Estate Partners            1 Million to            100,000 to
Equity Fund, B.T.                 100 Million            1 Million

A. Real Estate Partners, Inc's 13 Largest
   Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
R.E.I.S., Inc.                 trade                      $10,000
530 5th Avenue, 5th Floor
New York, NY 10036

Ikon Financial Services        trade                       $3,244
Western District
P.O. Box 7420
Pasadena, CA 91109-7420

Barry, Gardner & Kincannon     professional                $3,221
4400 MacArthur Boulevard,      services
Suite 700
Newport Beach, CA 92260

TelePacific Communications     utility                     $1,848

Cox Communications             utility                     $1,779

Filter Fresh                   trade                       $1,109

Quill Corp.                    trade                         $407

A.T.&T.                        utility                       $245

X.O. Communications            utility                       $230

D.H.L. Express                 trade                         $137

Orange County Telephone Co.    utility                       $130

CapitalOne                     trade                         $107

National Registered Agents,    trade                         $105
Inc.

B. Real Estate Partners Unit Investment, BT II's 24 Largest
   Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Stephen & Carol Baker          monies invested
$0                 
9928 Spirehaven
Dallas, TX 75238

Dean Briggs (Lincoln Trust     monies invested
$0                  
F.B.O.)
P.O. Box 140537
Garden City, ID 83714

James Campione (First Trust    monies invested
$0                 
F.B.O.)
P.O. Box 1342
Springfield, VA 22151

Donald C. Cross                monies invested                 $0

Richard Drennan (First Trust   monies invested                 $0
F.B.O.)

Gary W. & Judele W. Havener    monies invested                 $0

John L. Ilko, Jr. (First Trust monies invested                 $0
F.B.O.)

Mike McGrath (First Trust      monies invested                 $0
F.B.O.)

A.P. Regnier (First Trust      monies invested                 $0
F.B.O.)

Charles A. Shields (First      monies invested                 $0
Trust F.B.O.)

Steve Woodward (First Trust    monies invested                 $0
F.B.O.)

Edward Eure (First Trust       monies invested                 $0
F.B.O.)

Robert J. & Deborah C.         monies invested                 $0
Dorsch

Susan Humphreys (First         monies invested                 $0
Trust F.B.O.)

David Danforth                 monies invested                 $0

Richard Jr. & Winifred M.      monies invested                 $0
Elmore Family Trust

Joseph L. Greene, Jr.          monies invested                 $0
(First Trust F.B.O.)

Keith W. Hein                  monies invested                 $0

Larry E. Juhl                  monies invested                 $0

Kirby Family Trust, The        monies invested                 $0

Brad & Cindy Larsen            monies invested                 $0

Ronald W. Turner (First        monies invested                 $0
Trust F.B.O.)

Sherry L. Ward (First Trust    monies invested                 $0
F.B.O.)

C. Real Estate Partners Unit Investment, BT I's 26 Largest
   Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
K.&.L. Invested                monies invested                 $0
Attention: Corporate Officer
3800 Powell Lane P.H.-30
Falls Church, VA 22041

Richard C. Lang                monies invested                 $0
431 Steele
Denver, CO 80206

Sun Holdings, L.L.C.           monies invested                 $0
Attention: Corporate Officer
353 East Canyon View Drive
Farmington, NM 87401

Scott Deemter (First Trust     monies invested                 $0
F.B.O.)

William Edwards Revocable      monies invested                 $0
Living Trust

Rick Ellison                   monies invested                 $0

Rickey E. Hartman              monies invested                 $0

Bruce A. Kahn (First Trust     monies invested                 $0
F.B.O.)

Stephen S. Strunk (First       monies invested                 $0
Trust F.B.O.)

Derek Vanhoose                 monies invested                 $0

Russell N. Osnes               monies invested                 $0

Robert Pfeffer (Firs Trust     monies invested                 $0
F.B.O.)

Harold A. Klinesmith (First    monies invested                 $0
Trust F.B.O.)

Dan & Lawanda Murri            monies invested                 $0

Larry W. Asbury                monies invested                 $0

Fay-J Durrant (First Trust     monies invested                 $0
F.B.O.)

Bruce Gorecki (First Trust     monies invested                 $0
F.B.O.)

Hochberg Gamma Invesments      monies invested                 $0
Trust

John William Lemons (First     monies invested                 $0
Trust F.B.O.)

Guy R. Rodgers (First Trust    monies invested                 $0
F.B.O.)

David E. Ross, Jr. Revocable   monies invested                 $0
Trust

Stuart & Donna Shoengold       monies invested                 $0

David Ten Brink (First Trust   monies invested                 $0
F.B.O.)

Tim Walsh (First Trust         monies invested                 $0
F.B.O.)

Robert N. Wanty (First Trust   monies invested                 $0
F.B.O.)

Michael H. Williams            monies invested                 $0

Brian R. Workman               monies invested                 $0

D. Real Estate Partners Income Fund III, BT's 21 Largest
   Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Tom Arlt                       monies invested                 $0
1775 North Martin Luther
King Boulevard
Las Vegas, NV 89106

Zach Cohen                     monies invested                 $0
38294 Pelton Road
Willoughby, OH 44094

Hochberg Holding, L.P.         monies invested                 $0
Attention: Managing Partner
317 Ocean Boulevard
Golden Beach, FL 33160

Charles H. Summers             monies invested                 $0

Stephen J, Woodward            monies invested                 $0

Russell N. Osnes               monies invested                 $0

Jon M. Tellefson               monies invested                 $0

Lucia V. Batten                monies invested                 $0

Darren Wayne Brazeal           monies invested                 $0

Paul K. Carlson                monies invested                 $0

Larry Cassady                  monies invested                 $0

Dolores (Ann) D'Ercole         monies invested                 $0

David Danforth                 monies invested                 $0

Donald & Deborah O. Jones      monies invested                 $0

Kaper II, Inc.                 monies invested                 $0

Kent Mercer                    monies invested                 $0

Thomas N. Nowotny              monies invested                 $0

Oasis Worldwide, Inc.          monies invested                 $0

Guy R. Rodgers                 monies invested                 $0

James R. Smith                 monies invested                 $0

Phil L. & Vera Williams        monies invested                 $0

E. Real Estate Partners Income Fund I, LLC's 19 Largest
   Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
John & Linda Evans             monies invested                 $0
1630 Williams Highway,
Suite 186
Grants Pass, OR 97527

Lucia V.B. Batten Trust        monies invested                 $0
Attention: Authorized Agent
1815 Ginny Lane
Williamsport, PA 17701

Joseph Barnes                  monies invested                 $0
8 North Street
Milford, CT 06460

Bradley & Cindy Larsen         monies invested                 $0
Loving Trust

Glysann, L.L.C.                monies invested                 $0

Ross L. Heimbach (I.R.A.       monies invested                 $0
Resources F.B.O.)

Leon Jensen (First Trust       monies invested                 $0
F.B.O.)

Robert M. Jepson               monies invested                 $0

StarQuest Enterprises, L.L.C.  monies invested                 $0

John Tellefson                 monies invested                 $0

Marc & Lita Watson             monies invested                 $0

Carl Wheat (Cal Fed Bank       monies invested                 $0
F.B.O.)

Bjerke Family Trust            monies invested                 $0

Rosemary Reiland               monies invested                 $0

Richard Simpson                monies invested                 $0

Evan & Marilyn Ritchie         monies invested                 $0

Todd A. & Cathy S. Schmidt     monies invested                 $0

David & Maureen Siegner        monies invested                 $0

Curtis W. Wilkinson (I.R.A.    monies invested                 $0
Resources F.B.O.)

F. Real Estate Partners Growth Fund, BT's 21 Largest
   Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Earl Leiffer                   monies invested                 $0
1211 Royal Oaks Drive
Winter Springs, FL 32708

Chad Dueker                    monies invested                 $0
3452 East Foothill
Boulevard, Suite 125
Pasadena, CA 91107

Martin Harrison                monies invested                 $0
6402 Crystal Point
Missouri City, TX 77459

Robert Hinton                  monies invested                 $0

Troy Pelton                    monies invested                 $0

Judith Sommer                  monies invested                 $0

Trevor Holte                   monies invested                 $0

Weber                          monies invested                 $0

Lucky Investment               monies invested                 $0

Aggressive Investments         monies invested                 $0

Jolin Invesments               monies invested                 $0

Roger Blazic                   monies invested                 $0

Jim Bunch                      monies invested                 $0

Kevin Falkner                  monies invested                 $0

Gayle Hannett                  monies invested                 $0

Jack Jelsema                   monies invested                 $0

Gary Jorgenson                 monies invested                 $0

Robert Morris                  monies invested                 $0

Scott Ohara                    monies invested                 $0

Stephen Parker                 monies invested                 $0

William Persohn                monies invested                 $0

G. Real Estate Partners Income Fund II, LLC's 26 Largest
   Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Hochberg Holdings, L.P.        monies invested                 $0
Attention: Managing Partner
317 Ocean Boulevard
Golden Beach, FL 33160

Bruce A. Kahn (First Trust     monies invested                 $0
F.B.O.)
R.R.1 Box 24
Rochester, MN 55904

Lucia V.B. Batten Rev. Trust   monies invested                 $0
Attention: Authorized Agent
1815 Ginny Lane
Williamsport, PA 17701

Mullett Co., The               monies invested                 $0

Ken Schroeder                  monies invested                 $0

Stephen S. Strunk              monies invested                 $0

William Edwards Revocable      monies invested                 $0
Living Trust

Willaim Sterk                  monies invested                 $0

Michael William Evans          monies invested                 $0

Larry W. Ashbury               monies invested                 $0

Darren Wayne Brazeal           monies invested                 $0

Thomas Jensen (First Trust     monies invested                 $0
F.B.O.)

John E. Michelsen Family       monies invested                 $0
Trust

Eric Johnson (First Trust      monies invested                 $0
F.B.O.

Douglas C. & Kim L. Jones      monies invested                 $0

Larry Jones                    monies invested                 $0

Mark Kyle (First Trust         monies invested                 $0
F.B.O.)

Kent Mercer                    monies invested                 $0

Gary Michelsen                 monies invested                 $0

Brian R. Workman (First Trust  monies invested                 $0
F.B.O.)

Delores D'Ercole (First Trust  monies invested                 $0
F.B.O.)

Ronald Hackel (First Trust     monies invested                 $0
F.B.O.)

Lee Lanphier (First Trust      monies invested                 $0
F.B.O.)

Terry & Stuart Neal            monies invested                 $0

Rosemary Reiland               monies invested                 $0

John Tellefson                 monies invested                 $0

H. Real Estate Partners Equity Fund, BT's 32 Largest
   Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Earl M. Leiffer                monies invested                 $0
1211 Royal Oak Drive
Winter Springs, FL 32708

Universal Alloy Profit         monies invested                 $0
Sharing Plan
Attention: Authorized Agent
6402 Crystal Point
Missouri City, TX 77459

David H. Stewart (Fiserv       monies invested                 $0
F.B.O.)
1708 Del Norte
Grants, NM 87020

David Adams                    monies invested                 $0

Dean Anderson                  monies invested                 $0

Richard W. Barton              monies invested                 $0

Roger D. & Mary J. Bergeson    monies invested                 $0

Richard Blazejewsk             monies invested                 $0

Todd Burmeister (Fiserv        monies invested                 $0
F.B.O.)

Carlton Group, Inc.            monies invested                 $0

Dennis Cink                    monies invested                 $0

Robert J. Etzel                monies invested                 $0

Henry Garth                    monies invested                 $0

Austin Allen Hall              monies invested                 $0

John L. Hannett (First Trust   monies invested                 $0
F.B.O.)

Randy H. Hinson                monies invested                 $0

Leland Huttner                 monies invested                 $0

Gary & Lora Jorgenson          monies invested                 $0

Robert Lee King                monies invested                 $0

Paul MacDonald                 monies invested                 $0

Mike McGrath                   monies invested                 $0

David C. Nelson                monies invested                 $0

Marc Romanelli (Charles        monies invested                 $0
Schwab F.B.O.)

Roy Stark                      monies invested                 $0

David L. Stone                 monies invested                 $0

Mark S. Thorburn (First        monies invested                 $0
Trust F.B.O.)

Daniel & Virginia Todd         monies invested                 $0

Marvin H. Tucker (First        monies invested                 $0
Trust F.B.O.)

Arland & Arlene Vander Leest   monies invested                 $0

Weber Water Service            monies invested                 $0

W.R. (Rick) White (Fiserv      monies invested                 $0
F.B.O.)

Mike Wickenheiser              monies invested                 $0


REMY WORLDWIDE: Receives Court Approval on First-Day Motions
------------------------------------------------------------
Remy Worldwide Holdings, Inc., has received Bankruptcy Court
approval of its first-day motions to, among other things, pay
employee wages and benefits without interruption and continue to
pay trade creditors and suppliers in the ordinary course of
business.

As reported in the Troubled Company Reporter on Oct. 10, 2007,  in
response to the overwhelming support received from its noteholders
for its prepackaged plan of reorganization, the Company filed
voluntary petitions for itself and its domestic subsidiaries under
chapter 11 of the U.S. Bankruptcy Code to seek confirmation of the
plan.

                       DIP Facility

The Court also granted interim approval of $160 million of Remy's
$225 million debtor-in-possession facility, which was provided by
Barclays Capital who acted as sole lead arranger.  As previously
reported, Barclays Capital had committed to provide DIP financing
for up to $225 million and up to $330 million of long-term exit
financing.  Barclays Capital has syndicated both the DIP and the
exit facilities together to coincide with Remy's prepackaged
bankruptcy case.  The closing of the DIP and exit loans are
subject to certain closing conditions which are anticipated to be
satisfied during the Chapter 11 process.  A final DIP hearing has
been scheduled for Nov. 7, 2007.

"We are pleased with the swift approval of our "first-day motions"
which will enable Remy to operate without interruption and
continue to meet our normal business obligations during the plan
confirmation process," John Weber, Chief Executive Officer, said.  
"With our first-day motions approved, we will continue to
concentrate on running our business with the goal of emerging from
chapter 11 within the next 60 days."

The Court has scheduled a hearing to confirm Remy's prepackaged
plan of reorganization for Nov. 20, 2007.

                    About Remy Worldwide

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.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 8, 2007 (Bankr. D. Del. Cases No. 07-11481 to
07-11509).  Douglas P. Bartner, Esq., Fredric Sosnick, Esq., and
Michael H. Torkin, Esq., at Shearman & Sterling LLP, represent the
Debtors' in their restructuring efforts.  Pauline K. Morgan, Esq.,
Edmon L. Morton, Esq., and Kenneth J. Enos, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as co-counsels to the Debtors.  The
Debtors' claims agent is Kurtzman Carson Consultants LLC and their
restructuring advisor is  AlixPartners, LLC.

At Sept. 30, 2006, Remy Worldwide's balance sheet showed total
assets of $919,736,000 and total liabilities of $1,265,648,000.  
(Remy Bankruptcy News; Bankruptcy Creditors' Service, Inc.,  
http://bankrupt.com/newsstand/or 215/945-7000).  


RESI FINANCE: S&P Assigns Low-B Ratings on Six Note Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to RESI
Finance Ltd. Partnership 2007-C/RESI Finance DE Corp. 2007-C's
$53.939 million real estate synthetic investment notes series
2007-C.

     The ratings reflect:
     -- The credit enhancement levels;
     -- The transaction's shifting interest structure;
     -- The transaction's legal structure, which is designed to
        minimize potential losses to security holders caused by
        the issuer's insolvency; and
     -- The credit rating assigned to Bank of America N.A.
        based on its obligations according to the time deposit
        account and credit default swap agreements.
   
   
                        Ratings Assigned
        RESI Finance Ltd. Partnership 2007-C/RESI Finance
                        DE Corp. 2007-C
   
              Class             Rating      Amount
              -----             ------      ------
              B6                BBB-       $7,261,000
              B7                BB+       $10,372,000
              B8                BB         $8,299,000
              B9                BB-        $7,261,000
              B10               B+        $10,373,000
              B11               B          $5,186,000
              B12               B-         $5,187,000


RESIX FINANCE: S&P Puts Low-B Ratings on $46.6M. S. 2007-C Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to RESIX
Finance Ltd.'s $46.678 million credit-linked notes series 2007-C.
     
The ratings are based on the referenced ratings of RESI Finance
L.P. 2007-C's credit enhancement levels and the transaction's
legal structure, which is designed to minimize potential losses
caused by the insolvency of the issuer.
   
   
                        Ratings Assigned
                        RESIX Finance Ltd.
   
              Class             Rating      Amount
              -----             ------      ------
              B7                BB+       $10,372,000
              B8                BB         $8,299,000
              B9                BB-        $7,261,000
              B10               B+        $10,373,000
              B11               B          $5,186,000
              B12               B-         $5,187,000


ROADHOUSE GRILL: Files for Bankruptcy Protection in Florida
-----------------------------------------------------------
John Metz has placed Roadhouse Grill Inc. into bankruptcy, the
Associated Press reports.  The company, along with its affiliate
R.H.G. Acquisition Corporation, filed voluntary chapter 11
petitions with the U.S. Bankruptcy Court for the Southern District
of Florida.

A copy of the company's case summary was published in yesterday's
Troubled Company Reporter.

Mr. Metz's investment arm, Willie's Roadhouse Grill LLC, bought
Duffy's Holdings Inc.'s 85.5% stake in the company last week.  
Duffy's had earlier bought the company in May 2007 for
$29 million.

The company had closed 15 restaurants prior to filing for
bankruptcy but Mr. Metz will continue the operations of the 38
remaining sites, AP adds citing Craig I. Kelley, Esq., at Kelley &
Fulton, P.A.

AP also discloses that Willie's Roadhouse plans to provide a
$2 million funding for the company's bankruptcy proceedings.

Based in West Paln Beach, Florida, Roadhouse Grill, Inc. -- (Other
OTC: GRLL) -- http://www.roadhousegrill.com/-- owns and operates  
full-service, casual-dining restaurants located in Alabama,
Arkansas, Florida, Georgia, Louisiana, Mississippi, New York,
North Carolina, Ohio and South Carolina.  The company and its
affiliate, R.H.G. Acquisition Corporation, filed for chapter 11
protection on Oct. 8, 2007 (Bankr. S.D. Fla. Case Nos. 07-18410
and 07-18414).  Craig I. Kelley, Esq., at Kelley & Fulton, P.A.,
represents the Debtors.  At Jan. 28, 2007, Roadhouse Grill's
consolidated balance sheet showed $22.1 million in total assets
and $39.6 million in total liabilities.


SCO GROUP: Taps Pachulski Stang as Bankruptcy Co-Counsel
--------------------------------------------------------
The SCO Group Inc. and SCO Operations Inc. ask the United States
Bankruptcy Court for the District of Delaware for authority to
employ Pachulski Stang Ziehl & Jones LLP as their bankruptcy
co-counsel, nunc pro tunc to Sept 14, 2007.

Pachulski Stang is expected to:
   
   a) provide legal advise with respect to the Debtors' powers
      and duties as debtors in possession in the continued
      operation of their business and management of their
      property;

   b) prepare on behalf of the Debtors necessary applications,
      motions, answers, orders, reports, and other legal papers;

   c) appear in Court on behalf of the Debtors and in order to
      protect the interests of the Debtors before the Court;

   d) prepare and pursue confirmation of a plan and approval of
      a disclosure statement; and

   e) perform all other legal services for the Debtors that may
      be necessary and proper in these proceedings.

The firm's professionals and their billing rates are:

   Professional                     Hourly Rate
   ------------                     -----------     
   Laura Davis Jones, Esq.              $750
   James E. O'Neill, Esq.               $475
   Rachel L. Werkheiser, Esq.           $375
   Lynzy Oberholzer                     $175

Laura Davis Jones, Esq. an attorney of the firm, assures the Court
that the firm does not hold any interest adverse to the Debtors
and their estate, and that the firm is a "disinterested person" as
that term is defined under Section 101(14) of the Bankruptcy Code.

Ms. Jones can be reached at:

   Laura Davis Jones, Esq.
   Pachulski Stang  Ziehl & Jones LLP
   919 North market Street, 17th Floor
   P.O. Box 8705
   Wilmington, Delaware, 19899-8705
   Tel.: (302) 652-4100
   Fax.: (302) 652-4400
   http://www.pszjlaw.com/

Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq: SCOX)
fka Caldera International Inc. -- http://www.sco.com/-- provides   
software technology for distributed, embedded and network-based
systems, offering SCO OpenServer for small to medium business and
UnixWare for enterprise applications and digital network services.

The company and its affiliate filed for Chapter 11 protection on
Sept. 14, 2007, (Bankr. D. Del. Lead Case No. 07-11337).  James E.
O'Neill, Esq. and Laura Davis Jones, Esq. of Pachulski, Stang,
Ziehl & Jones LLP represent the Debtors in their restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed to date in this case.  As of Sept. 10, 2007, the
Debtors' reported total assets of $14,800,000 and total debts
of $7,500,000.


SEASONAL CONCEPTS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Seasonal Concepts, Inc.
        fka Flowertown, Inc.
        fka Christmas on the Mall
        975 Nathan Lane
        Minneapolis, MN 55441

Bankruptcy Case No.: 07-43618

Type of Business: The Debtor offers high quality outdoor patio
                  furniture, casual furniture, accessories,
                  BBQ grills and fire-pits at affordable prices.
                  The Debtor's retail stores display more than 100
                  patio furniture dining and seating groups and
                  indoor casual furniture collection.
                  See http://www.seasonalconcepts.com/

Chapter 11 Petition Date: October 9, 2007

Court: District of Minnesota (Minneapolis)

Judge: Robert J. Kressel

Debtor's Counsel: Clinton E. Cutler, Esq.
                  Ryan Murphy, Esq.
                  Fredrikson & Byron, P.A.
                  200 South Sixth Street, Suite 4000
                  Minneapolis, MN 55402
                  Tel: (612) 492-7070
                  Fax: (612) 347-7077

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Tropitone                        Goods/Services        $937,358
5 Marconi Road
Irvine, CA 92618

Woodard Inc./Lyon Shaw           Goods/Services        $777,364
168 North Clinton, Suite 300
Chicago, IL 60661

Carter Grandle                   Goods/Services        $428,131
2150 Whitfield Avenue
Sarasota, FL 34243-3925

Lane Venture                     Goods/Services        $336,986
205 Workman
P.O. Box 849
Conover, NC 28613

Meadowcraft/Arlington            Goods/Services        $331,585
4700 Pinson Valley Parkway
Birmingham, AL 35215

Boto Co. Ltd.                    Goods/Services        $307,776
8 Commercial Tower, 17th Floor
8 Sun Yip Street
Chaiwan, Hong Kong

Winston (BJ International)       Good/Services         $265,869
P.O. Box 868
Haleyville, AL 35565

Developers Diversified Realty    Former Landlord       $210,694

Ozburn-Hessey Logistics LLC      Goods/Services        $174,951

MD Management Inc.               Former Landlord       $123,825

Homecrest Industries             Goods/Services        $122,465

Classic Cushion & Umb            Goods/Services        $116,018

Alshouse Properties LLC          Former Landlord       $108,715

Greenfield International         Goods/Services        $105,865
Designs Ltd.

Nall Valley LLC                  Former Landlord       $105,498

Havertys Furniture Company       Former Landlord        $94,652

Santas Best Craft Ltd.           Goods/Services         $92,475

New River                        Goods/Services         $84,097

Agio                             Goods/Services         $83,750

Davis Real Estate                Goods/Services         $75,795
Services Group


SIDHER ENTERPRISES: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Sidher Enterprises, Inc.
        3196 La Mantia Drive
        Yuba City, CA 95993

Bankruptcy Case No.: 07-28341

Type of Business: The Debtor is a real estate developer.
                  It also offers car washing services.

Chapter 11 Petition Date: October 9, 2007

Court: Eastern District of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: G. Dave Teja, Esq.
                  409 A Center Street
                  Yuba City, CA 95991-4520
                  Tel: (530) 673-1383

Total Assets: $5,050,000

Total Debts:  $2,989,799

A. Debtor's list of its Seven Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Capitol Valley Electric          Trade Debt               $38,086

Construction Specialties/        Trade Debt               $56,348
Moore Drywall

CSHQA                            Trade Debt               $58,779

Newcastle                        Trade Debt               $78,691

Now Builders, Inc.               Trade Debt               $76,304

Rutan Plumbing                   Trade Debt               $35,668

Diamond Empire Properties, LLC   Trade Debt               $10,000

B. Debtor's list of its Two Largest Secured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Temecula Valley Bank             Secured Bank Loan     $5,106,848
27710 Jefferson Avenue
Suite A-100
Temecula, CA 92593

Charles & Carline Lofton         Secured Bank Loan        $82,500
15094 U Bet Road
Grassvalley, CA


SOLUTIA INC: Disclosure Statement Hearing Continued to October 17
---------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York has adjourned the hearing to consider the approval of
Solutia Inc. and its debtor-affiliates' Disclosure Statement
describing their Second Amended Plan of Reorganization until
Oct. 17, 2007, at 2:30 p.m., in Courtroom 701.

As previously reported, the Debtors filed their Second Amended
Plan and related Second Amended Disclosure Statement in July
2007.

Jeffry N. Quinn, chairman, president and chief executive officer
of Solutia, Inc., stated that the Second Amended Plan, among
other things, does not alter the material terms of the
reallocation of Legacy Liabilities set forth in:

  (a) the Debtors' original Plan of Reorganization, filed
      February 14, 2006, or the First Amended Joint Plan of
      Reorganization, filed May 22, 2007;

  (b) the Relationship Agreement, which will be entered into
      between Solutia and Monsanto Company upon confirmation of
      the Plan; or

  (c) the Retiree Settlement Agreement, as amended among
      Solutia, the Official Committee of Unsecured Creditors,
      the Official Committee of Retirees and Monsanto.

The Second Amended Plan also contemplates the potential
distribution of warrants to equity holders who own above a
certain threshold of Solutia common stock.

Last week, Solutia announced that it has secured the full support
of the Ad Hoc Committee of Solutia Noteholders, the Official
Committee of Equity Security Holders, the Official Committee of
Unsecured Creditors, Monsanto Company, Pharmacia Corporation, the
Official Committee of Retirees, and the Ad Hoc Committee of Trade
Creditors for a comprehensive settlement and consensual plan of
reorganization in the Debtors' Chapter 11 cases.

The revised plan will position Solutia to emerge from bankruptcy
by the end of this year as a financially healthy organization
well-positioned to create significant value for its stakeholders,
said Mr. Quinn.

Mr. Quinn recently said in a press statement that the revised
plan will provide for about $250,000,000 of new  investment in
reorganized Solutia through a backstopped rights offering to
certain creditors, as well as a reallocation of the legacy
liabilities that Solutia assumed when it was spun off.  It will
also provide for a resolution of all the litigation between the
settling parties including a potential appeal by Solutia
noteholders, the adversary proceeding filed by current equity
holders against Monsanto and Pharmacia, and related objections to
the Monsanto and Pharmacia claims.

Solutia will update its Plan and Disclosure Statement to reflect
the terms of the settlement, and anticipates filing the documents
with the Court within the next few days.

                        About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on Dec.
17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Allen E. Grimes, III, Esq., at
Dinsmore & Shohl, LLP and Conor D. Reilly, Esq., at Gibson,
Dunn & Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims
and noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff,
Esq., and Russel J. Reid, Esq., at Akin Gump Strauss Hauer &
Feld LLP represent the Official Committee of Unsecured Creditors,
and Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Disclosure Statement hearing began on
July 10, 2007.

(Solutia Bankruptcy News, Issue No. 100; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SOLUTIA INC: Named as Co-Defendant in $685 Million Cancer Lawsuits
------------------------------------------------------------------
Solutia Inc. was named as co-defendant in 77 cancer lawsuits,
seeking $685,000,000 in total damages, over Monsanto Company's
old plant in Nitro, Chris Dickerson at The West Virginia Record
reported.

The complaints, filed by Stuart Calwell, Esq., at The Calwell
Practice PLLC, in Charleston, West Virginia, in Putnam Circuit
Court, on October 1, 2007, also list Monsanto, Pharmacia
Corporation, Akzo Nobel Inc., Flexsys America, and Apogee Coal
Company, as defendants.

According to the Complaints, the plaintiffs seek:

  (a) compensatory damages of $5,000,000 each to compensate
      them for past, present and future medical bills and pain
      and suffering, as well as 'mental anguish and loss of
      enjoyment of life";

  (b) $300,000,000 in total punitive damages; and

  (c) certification of the cases as a class action.

"We think the lawsuits have great merit," Mr. Dickerson quoted
Mr. Calwell as saying.  "The complaints speak for themselves."

Under each complaint, the "plaintiffs allege the same series of
occurrences involving the negligent and otherwise unlawful
release of dioxin from properties owned and/or controlled by the
defendants caused or significantly contributed to their cancer."

Mr. Calwell's complaints detail the history of Nitro, the Old
Monsanto plant, the Monsanto Company and the other defendant
companies which are successors, Mr. Dickerson reported.

"During the years that Monsanto was operating its trichlorophenol
plant, it adopted an unlawful practice of disposing of dioxin
waste materials by a continuous process of open 'pit' burning,"
the Complaints state.  "This practice was largely denied by
Monsanto whose representatives characterized the practice as an
'incineration process' when asked by regulatory authorities.

"Further, the manufacturing process itself was dusty and
Monsanto's dust control was haphazard."

According to the Complaints, more than 3,000 pounds of a dioxin
was released into the Nitro air because of that.  Sampling showed
levels of 2,200 parts per trillion, while U.S. Environmental
Protection Agency standards require a level less than 4 parts per
trillion, Mr. Dickerson said.

Monsanto owned and operated the plant from 1934 to 2000,
according to the complaints.  The Nitro plant was operated by
Monsanto until 1995 when the plant merged with Akzo Nobel, a
Dutch company, and began operating as Flexsys America Inc.  In
1997, Monsanto renamed a subsidiary as Solutia Inc. and the Nitro
was distributed to Solutia.  The plant closed in 2004.

Specifically, the Complaints cite a 1949 incident in which a
safety disc failed at the plant, exposing workers to a chemical
cloud that caused 226 people to become ill, noted Mr. Dickerson.

The dioxin in question, known as 2,4,5 trichlorophenoxyacidic
acid or 2,4,5-T, was used by the military as part of the
herbicide "Agent Orange" in Vietnam.   The Complaints say
production of the dioxin "continued 7 days a week 365 days a year
from 1949 to approximately 1971 at the Monsanto Nitro plant."

The Plaintiffs maintain that the Defendants knew or should have
known the Nitro plant site was contaminated and dangerous.  
According to the Complaints, the Defendants "acted carelessly,
negligently, recklessly and/or deliberately," according to The
West Virginia Record.

"The proposed class is made up of persons with one or more dioxin
related cancers and who live or lived in the class defined area
... for at least two years during the period 1949 to the present
and/or have attended school in the class defined area for at
least two years and/or who have been employed in a building in
the class defined area for two years or more," the Complaints
state, adding that there are 12,503 residences in the area, the
paper said.

Earlier this year, nine families filed similar suits in Kanawha
Circuit Court, asserting that the former Monsanto Company is
responsible for personal injury and wrongful death by exposure to
the dioxins or furans produced at the plant, the paper noted.

Mr. Calwell told the paper that he has another pair of possible
class-action lawsuits about property damage stemming from dioxin
exposure in Nitro against Monsanto that are pending in Putnam
Circuit Court, which suits were filed in December 2004, and are
up for class certification later this month.

According to a June 29, 2007 progress report on the Nitro
facility, Solutia has indicated to the appropriate government
agencies that it would continue on-site remediation activities.
Demolition of the area began in June 2004 and was completed in
June 2005.  Solutia is presently evaluating the surface water
management program for the Nitro facility.

                       About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on Dec.
17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Allen E. Grimes, III, Esq., at
Dinsmore & Shohl, LLP and Conor D. Reilly, Esq., at Gibson,
Dunn & Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims
and noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff,
Esq., and Russel J. Reid, Esq., at Akin Gump Strauss Hauer &
Feld LLP represent the Official Committee of Unsecured Creditors,
and Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Disclosure Statement hearing began on
July 10, 2007.

(Solutia Bankruptcy News, Issue No. 100; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SPHERIS INC: Posts $1.8 Million Net Loss in Quarter Ended June 30
-----------------------------------------------------------------
Spheris Inc. reported a net loss of $1.8 million during the second
quarter ended June 30, 2007, compared with a net loss of
$2.8 million during the same period in 2006.  The decrease in net
loss during the current year period was primarily due to
improvements in operating income, off-set by higher interest
expense associated with variable interest rates on the company's
senior credit facilities.

Net revenues for the second quarter of 2007 were $50.5 million
compared with $52.3 million in the second quarter of 2006.  The
decrease in net revenues during the second quarter of 2007 from
the prior-year period was primarily due to delayed implementations
of signed new business.  Operating income was $2.5 million during
the second quarter of 2007 compared with $1.1 million during the
prior-year period.  The increase in operating income primarily
reflects increased utilization of the company's global production
capabilities, lower medical language specialist direct costs and
decreased depreciation expense.

Earnings before interest, taxes, depreciation and amortization  
were $8.0 million in the second quarter of 2007 compared with
$7.6 million in the prior-year period.  

                    First Six Months of 2007

Net revenues for the first six months of 2007 were $102.9 million
compared with $104.3 million in the first six months of 2006.  
Operating income was $4.6 million during the first six months of
2007 compared with $2.2 million during the prior-year period.

EBITDA was $16.2 million in the first six months of 2007 compared
with $15.3 million in the prior-year period.  The company's net
loss during the first six months of 2007 was $4.0 million compared
with $5.7 million in the prior-year period.  The decrease in net
loss during the current period was primarily due to improvements
in operating income, off-set by higher interest expense associated
with variable interest rates on the company's senior credit
facilities.

Commenting on the results, Steven E. Simpson, president and chief
executive officer of Spheris, stated, "The year over year EBITDA
growth we achieved during the second quarter is clear evidence of
the progress being made on our major strategic initiatives.
Operational efficiencies resulting from increased utilization of
our global resources, achievement of key technology milestones
related to our Spheris Clarity(TM) platform, and further
deployment of speech recognition to our customers continue to
drive momentum in our business and position Spheris for long-term
success."

Simpson added, "As we have stated previously, although the main
planks of our strategy are working well, we consider 2007 to be a
building year and expect new revenue growth to accelerate in 2008
and beyond as customers in the clinical documentation industry
begin to embrace our best-in-class blended offering of technology
and services."

At June 30, 2007, the company's consolidated balance sheet showed
$312.8 million in total assets, $229.2 million in total
liabilities, and $83.6 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?2426

                     Balance Sheet Highlights

As of June 30, 2007, the outstanding indebtedness under the
company's senior secured credit facilities was $73.3 million and
the outstanding indebtedness under the company's senior
subordinated notes was $125.0 million.  On July 17, 2007, the
company entered into a new financing agreement to replace the
company's existing senior credit facility.  In addition to
providing additional financing flexibility, the refinancing was
driven by more favorable margin rates on the interest elections
available under the new facility and additional capacity for
borrowings under the revolving loan portion of the new facility.

                      Liquidity Highlights

As of June 30, 2007, Spheris held $13.2 million in unrestricted
cash and cash equivalents.  During the first half of 2007, the
company generated cash from operating activities of $9.4 million
compared with $3.2 million of cash generated from operating
activities during the first half of 2006.  The $6.2 million
increase over the prior-year period primarily reflects operating
income improvements, improved collections on accounts receivable
and the timing of interest payments on the Company's senior
secured credit facilities.

                        About Spheris Inc.

Headquartered in Franklin, Tennessee, Spheris Inc. --
http://www.spheris.com/ -- is an outsource provider of clinical   
documentation technology and services to health systems, hospitals
and group medical practices throughout the U.S.  Spheris offers a
highly advanced, Web-based technology platform, available as an
independent solution to support in-house departments or blended
with Spheris' outsource services.  Spheris employs approximately
5,500 skilled medical language specialists supporting the
company's clients through a secure network.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 11, 2007,
Moody's Investors Service revised Spheris Inc.'s rating outlook to
stable from negative.  Concurrently, Moody's affirmed the B3
Corporate Family Rating and B3 Probability of Default rating.

As reported in the Troubled Company Reporter on Sept. 7, 2007,
Standard & Poor's Rating Services revised its outlook on
'B-'-rated medical transcription provider Spheris Inc. to stable
from negative.


STONE ENERGY: S&P Affirms "B-" Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Service affirmed the ratings, including
the 'B+' corporate credit rating, on exploration and production
company Stone Energy Corp. and removed the ratings from
CreditWatch, where they had been listed with negative
implications since June 28, 2006.  The outlook is negative.
      
As of Aug. 2007, Lafayette, Louisiana-based Stone had
$400 million in long-term debt, or $646 million when fully
adjusted for operating leases and asset retirement obligations.  
The company recently completed the sale of substantially all of
its Rocky Mountain assets to Newfield Exploration Co.
     
"The affirmation followed a full review of the company and its
announced strategic initiatives after its recent property sale,"
said Standard & Poor's credit analyst Jeffrey Morrison.    The
negative outlook incorporates S&P's continued concerns as to
whether management can improve upon weak reserve replacement
measures and elevated finding and development costs over the
intermediate-to-longer term.
     
The ratings on Stone reflect its small, geographically
concentrated reserve base; the short, less-than-five-years' life
of its proved developed producing reserves; very high F&D costs in
core areas of operations; and participation in the highly cyclical
and capital-intensive E&P segment of the oil and gas industry.  
Concerns are partially mitigated by enhanced near-term liquidity,
favorable oil price trends, a two- to three-year inventory of low-
risk exploitation projects from which to cull additional
production, improved leverage metrics, and favorable cash margins.


SWIFT MASTER: Fitch Expects to Rate $9.9MM Class D Notes at BB+
---------------------------------------------------------------
Fitch expects to rate SWIFT Master Auto Receivables Trust, series
2007-2 (SMART 2007-2), as:

   -- $750,000,000* Floating-Rate Class A Note 'AAA';
   -- $69,100,000* Floating-Rate Class B Note 'A+';
   -- $29,600,000* Floating-Rate Class C Note 'BBB+';
   -- $9,900,000* Floating-Rate Class D Note 'BB+'

The $128,242,105* Floating-Rate class E note is not rated by
Fitch.

*Subject to change.


SWIFT MASTER: S&P Rates $13.2 Million Class D Notes at BB
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to SWIFT Master Auto Receivables Trust's $1.145 billion
floating-rate asset-backed notes series 2007-2.
     
The preliminary ratings are based on information as of Oct. 9,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect:

     -- The credit enhancement in the form of subordination and
        the reserve fund;
     -- The enhancement triggers that increase the required
        reserve account amount;
     -- The collateral's credit quality and diversity;
     -- The concentration limits to maintain the collateral
        pool's dealer diversity;
     -- The sound legal structure; and
     -- The historical loss performance of similar collateral
        funded by earlier issuances.
   
   
                   Preliminary Ratings Assigned
                SWIFT Master Auto Receivables Trust
   
                   Class        Rating      Amount
                   -----        ------      ------
                   A            AAA     $1,000,000,000
                   B            A          $92,100,000
                   C            BBB        $39,500,000
                   D            BB         $13,200,000
                   E            NR        $171,000,000
   

                         NR — Not rated.


SYMBION HEALTH: Moody's Reviews Ba1 Rating and May Downgrade
------------------------------------------------------------
Moody's Investors Service reported that the Ba1 issuer rating on
Symbion Health Limited remains on review for possible downgrade.  
This follows the announcement of the company's revised proposal to
sell its Diagnostic assets to Healthscope and its Consumer and
Pharmacy Services assets to a private equity consortium.

"The rating review continues to reflect the uncertainty
surrounding Symbion's financial and operating profiles going
forward," says Peter Fullerton, a Moody's AVP/Analyst.

The revised proposal incorporates a similar outcome to the
original proposal previously presented to Symbion shareholders.
This involves the effective sale or transfer (via script for
script arrangements) of all of Symbion's assets to Healthscope and
a private equity consortium.  Should the revised proposal be
implemented, the rated debt at the Symbion level is expected to be
repaid.

Symbion Health Limited, headquartered in Melbourne, is a
diversified Australian domestic health care business.  Most of its
earnings are derived from the provision of pathology and
diagnostic imaging services.  The company also manufactures and
markets vitamin and mineral supplements (consumer nutriceuticals).  
In addition, it operates a wholesale medical products distribution
network, focusing on the distribution of prescription drugs to
pharmacies and hospitals.


TAYLOR BROTHERS: Case Summary & Seven Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Taylor Brothers, LLC
        1021 North MacDill Avenue
        Tampa, FL 33607

Bankruptcy Case No.: 07-09455

Chapter 11 Petition Date: October 9, 2007

Court: Middle District of Florida (Tampa)

Judge: Catherine Peek McEwen

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

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Seven Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Advanta Bank Corp.                           $25,082
P.O. Box 8088
Allentown, PA 18101-8088

John Miedema                                 $10,000
5217 Southern Hills Drive
Frisco, TX 75034-6857

Pender Newkirk & Co.                          $3,353
P.O. Box 172299
Tampa, FL 33672

Johnstone Supply                              $3,200

Superior Floor Care                           $1,900

Preston & Farley                                $613

Neil S. Schecht                                 $600


THORNBURG MORTGAGE: Revises Estimates on Asset Sales and Losses
---------------------------------------------------------------
Thornburg Mortgage Inc. disclosed adjustments and revisions to
estimates that it had regarding certain financial developments
that had taken place during the third quarter.  

First, the company estimated that it has sold approximately
$22 billion of high quality ARM assets since Aug. 10, 2007, as
opposed to the estimate of $20.4 billion in asset sales as of
Aug. 17, 2007, or an additional $1.6 billion in asset sales,
during the quarter.

The company also has revised its estimated aggregate loss for the
third quarter resulting from asset sales to $1.099 billion, as
opposed to the loss estimate of $863 million, or an increase of
$236 million in the estimated loss.

The revision of the loss estimate is due to the receipt of actual
sale price documentation for asset liquidations conducted by
third-party financing counter-parties as opposed to those sales
conducted by the company, and to additional asset sales that
occurred after Aug. 17, 2007, well as a $6 million impairment
charge on one mortgage-backed security backed by pay option ARMs.

The realized losses on asset sales are capital losses for tax
purposes and the impairment charge is an unrealized loss and thus
not subject to tax.  Accordingly, none of the entire $1.099
billion loss will reduce the amount of taxable income available
for dividend distribution in 2007.  

The company believes that the current credit reserves on the
company's balance sheet will be adequate to cover expected and
potential future credit losses on its loan portfolio, as it has
not experienced any material deterioration in the credit
performance of its loan portfolio since July 31, 2007.

The company estimates that delinquent loans will represent 0.27%
of the loan portfolio as of Sept. 30, 2007, versus the estimate at
Aug. 17, 2007, of 0.23% of the loan portfolio as of July 31, 2007.

Second, the company has received revised market value prices for
its securities portfolio as of Sept. 30, 2007, and expects that
its accumulated other comprehensive loss will include a
$286 million unrealized market value loss on its mortgage
securities portfolio as compared to a $262 million market value
loss estimated as of Aug. 17, 2007.

However, based on the company's analysis of its mortgage
securities portfolio, this unrealized market value loss is not
expected to result in material actual credit losses.  

Third, the company expects to report an estimated $16 million loss
on mortgage loans funded during the third quarter, which resulted
from fundings made during September 2007, for which the mortgage
interest rate had been locked for borrowers prior to August 2007,
and which the company was committed to fund at the locked rate.  

It is expected that the lower market value reflected will result
in higher yields on these loans, which are scheduled to be
securitized in the fourth quarter.  This loss on the pipeline was
partially offset by an estimated $4.1 million gain on terminated
hedging instruments.  The resulting net loss totaled $11.9 million
in the third quarter.

"The global dislocation of the mortgage finance and credit markets
this past summer has had a greater impact on our balance sheet
than we initially estimated," Larry Goldstone, president and COO
of Thornburg Mortgage, said.  "However, we have begun to see a
modest improvement in financing conditions since August.  Despite
the greater than reported losses, we believe we have adequate
liquidity to support our current borrowings portfolio and excess
capital to continue to fund new loans and to opportunistically
purchase and finance other high-quality mortgage assets, provided
market conditions do not deteriorate further."

"As market conditions and financing terms continue their return to
normalcy, we believe that the future profitability of the company
will improve as we put the events of August and September 2007
behind us," Mr. Goldstone added.

"It's important to note that the earlier loss estimates previously
announced by the company were based on the best information
available to us at the time," Mr. Goldstone concluded.  "In many
cases, where sales were conducted by counter parties instead of by
us, we did not have sale price documentation and had to rely on
our estimates of sale prices and the application of proceeds.  We
continue to collect from third parties the balance of the
information needed to finalize these amounts, so there could be
further changes to these estimates.  Any additional changes will
be reported in the company's third-quarter earnings release or in
the company's Form 10-Q quarterly report for the third quarter."

                 About Thornburg Mortgage Inc.

Headquartered in Santa Fe, New Mexico, Thornburg Mortgage Inc.
(NYSE: TMA) -- http://www.thornburgmortgage.com/-- is a single-
family prime residential mortgage lender focused on the jumbo
segment of the adjustable rate mortgage market.  It originates,
acquires, and retains investments in adjustable and variable rate
mortgage assets.  Its ARM assets comprise of purchased ARM assets
and ARM loans, including traditional ARM assets and hybrid ARM
assets.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 20, 2007,
Fitch Ratings assigned these ratings on Thornburg: (i) issuer
default rating 'CCC'; (ii) senior unsecured notes 'CCC-/RR5';
(iii) unsecured subordinate notes 'CC/RR6'; and (iv) rreferred
stock 'CC/RR6'.  All ratings remain on Rating Watch Negative.


TOUSA INC: S&P Revises Outlook to Negative from Developing
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on TOUSA
Inc. to negative from developing.  The previous developing outlook
was assigned July 12 at the time of TOUSA's settlement with
creditors of the company's EH/Transeastern LLC joint venture.  As
a result of recent public announcements by TOUSA and worsening
market indicators, S&P believe that it is increasingly unlikely
that the company will meet its debt reduction goals.  In addition
to the outlook revision, S&P
affirmed all of its ratings on TOUSA.
      
"The outlook revision reflects our expectation that continued
weakness in TOUSA's core homebuilding markets will place further
pressure on the company's stressed and highly leveraged balance
sheet," said credit analyst Tom Taillon.  Mr. Taillon said that
earlier this month, TOUSA announced that it was suspending further
public guidance in light of these challenging and unpredictable
market conditions.  "Additional factors, such as mortgage industry
turmoil, weak sales and pricing trends, and continued negative
buyer sentiment, make it less likely that TOUSA will be able to
sell assets and achieve its debt-reduction goals within the
initially targeted timeframe."
     
The negative outlook reflects our expectation that a recovery in
TOUSA's operating performance will lag that of the broader housing
industry because of this company's significant exposure to
oversupplied Florida housing markets.  If the company and its
advisors are unable to sufficiently reduce inventory, debt costs,
and corporate overhead, S&P will lower its ratings on TOUSA.  
However, if the company is able to monetize assets and materially
improve the capital structure, S&P would consider revising its
outlook back to stable.


TRANSLAND FINANCIAL: Bankruptcy Trial Adjourned to October 19
-------------------------------------------------------------
The trial for TransLand Financial Services Inc.'s involuntary
chapter 11 bankruptcy, originally set for Oct. 3, 2007, was moved
by the Hon. Arthur B. Briskman of the U.S. Bankruptcy Court for
the Middle District of Florida to October 19, the American
Bankruptcy Institute reports citing the Orlando Business Journal.

According to the report, the trial was adjourned after Judge
Briskman approved a request by creditors for continuance.

Headquartered in Maitland, Florida, Transland Financial Services,
Inc. -- See http://www.transland.com/-- is a full service   
mortgage lender.  On Aug. 23, 2007, three creditors, Tier One
Bank, Federal Trust Bank, and MidCountry Bank, filed an
involuntary chapter 11 petition against the company (Bankr. M.D.
Fla. Case No. 07-03834).  The creditors say they are collectively
owed in excess of $22 million by Transland.  Lynn James Hinson,
Esq., at Dean Mead Egerton, represents Tier One Bank.  Jeffry R
Jontz, Esq., at Swann & Hadley PA represents Federal Trust.  
Esther A. McKean, Esq., at Akerman Senterfitt represents MidCounty
Bank.  Roy S. Kobert, Esq., at Broad and Cassel, represents
Transland.


TUPPERWARE BRANDS: Inks New Credit Deal with Lower Interest Rate
----------------------------------------------------------------
Tupperware Brands Corporation has entered into a new secured
agreement with improved terms with a group of banks.

The new credit agreement includes a $200 million revolving
facility and $600 million in term loans, replacing the current
agreement that also had a $200 million revolving facility and
$601 million of term loans outstanding as of the end of the
company's second quarter.

Similar to the previous agreement, it provides for floating rate
borrowings but at a lower interest rate spread and with lower
commitment fees.  The company estimates that the improved terms
will result in lower cash interest expense of approximately
$20 million over the agreement's five-year term, in comparison
with interest that would have been incurred under the previous
agreement.  Other terms, including the debt covenants under the
new agreement are comparable with the previous agreement.

In connection with the termination of the company's previous
credit agreement, in its third quarter ending Sept. 29, 2007, it
will record one-time costs of about $10 million, for the
write off of deferred debt costs and the termination of
floating-to-fixed interest rate swaps.

J.P. Morgan Securities Inc. was the sole book runner and agent.
J.P. Morgan Securities Inc. and Key Bank N.A. were the joint
lead arrangers.  Winston & Strawn LLP represents JPMorgan Chase
Bank as agent in connection with an $800 million secured revolving
credit facility for Tupperware.

                        About Tupperware

Tupperware Brands Corporation -- http://www.tupperware.com/--
is a global direct seller of premium, innovative products across
multiple brands and categories through an independent sales
force of approximately 1.9 million.  Tupperware's product brands
and categories include design-centric preparation, storage and
serving solutions for the kitchen and home through theTupperware
brand and beauty and personal care products through its Avroy
Shlain, BeautiControl, Fuller, NaturCare, Nutrimetics, Nuvo and
Swissgarde brands.  Tupperware reported revenues of USUS$1.8
billion for the twelve months ended June 2007.

The company has operations in Indonesia, Argentina, Australia,
Bahamas, Brazil, China, France, Germany, Philippines, Spain, and
Sweden, among others.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 19, 2007,
Moody's Investors Service assigned a Ba1 rating to Tupperware
Brands Corporation proposed senior secured credit facilities,
consisting of a $200 million revolving credit facility and a
$550 million term loan A, both due 2012.  Moody's also affirmed
the company's Ba2 corporate family rating and Ba3 probability of
default rating, and changed the outlook to positive from stable.


TXU CORP: Prices Cash Tender Offers for TCEH's Senior Notes
-----------------------------------------------------------
TXU Corp. has determined the total consideration and tender
offer consideration to be paid pursuant to its cash tender offers
and related consent solicitations for the 4.80% Series O Senior
Notes due 2009 of TXU Corp. and the 6.125% Senior Notes due 2008
and 7% Senior Notes due 2013 of Texas Competitive Electric
Holdings Company LLC.
    
The total consideration payable for Notes accepted for payment
that were validly tendered with consents and not validly withdrawn
at or prior to 5:00 p.m., New York City time, on Oct. 5, 2007,
will be an amount equal to the total consideration for each $1,000
principal amount of Notes.

The tender offer consideration payable for Notes accepted for
payment that are validly tendered after the Consent Payment
Deadline but at or prior to midnight, New York City time, on
Oct. 23, 2007, will be an amount equal to the total consideration
minus the $30 consent payment.

In each case, holders whose Notes are accepted for payment in the
tender offers will receive accrued and unpaid interest for such
Notes from the last interest payment date to, the applicable
payment date for Notes purchased in the tender offers.
    
The pricing information for Tender Offers are:

     a) CUSIP No.: 90210VAD0
        Issuer: TCEH
        Security: 6.125% Senior Notes due 2008
        Applicable Spread: 37.5 bps   
        Tender Offer Yield: 4.693%             
        Total Consideration: $1,005.96
        Consent Payment: $30   
        Tender Offer Consideration:$975.96

     b) CUSIP No.: 873168AJ7
        Issuer: TXU Corp
        Security: 4.80% Series 0 Senior Notes due 2009
        Applicable Spread: 25 bps           
        Tender Offer Yield: 4.373%
        Total Consideration: $1,008.43
        Consent Payment: $30     
        Tender Offer Consideration: $978.43

     c) CUSIP No.: 90210VAB4
        Issuer: TCEH
        Security: 7% Series 0 Senior Notes due 2013
        Applicable Spread: 50 bps                     
        Tender Offer Yield: 4.835%
        Total Consideration: $1,102.28
        Consent Payment: $30     
        Tender Offer Consideration: $1,072.28

The tender offers and consent solicitations are subject to the
satisfaction of certain conditions, including the proposed merger
of TXU Corp. with Texas Energy Future Merger Sub Corp, a wholly-
owned subsidiary of Texas Energy Future Holdings Limited
Partnership having occurred or such merger occurring
substantially concurrent with the initial payment date for the
tender offers.

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

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

                        About TXU Corp.

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

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


TXU CORP: Completes TEF Merger, Changes Name to Energy Future
-------------------------------------------------------------
TXU Corp. completed its merger agreement with Texas Energy Future
Holdings Limited Partnership.  TEF is led by a group of investors
including Kohlberg Kravis Roberts & Co., Texas Pacific Group and
Goldman Sachs Capital Partners.  TXU shareholders approved the
merger at the company's Annual Meeting on Sept. 7, 2007.
    
With the completion of the merger, TXU Corp. has changed its name
to Energy Future Holdings Corp.  Shares of TXU common stock, which
are listed on the New York Stock Exchange and the Chicago Stock
Exchange, ceased trading at close of market on Oct. 10, 2007, and
will be delisted.

Under the terms of the merger agreement, TXU shareholders are
entitled to $69.25 in cash for each share of TXU common stock
held.

Lehman Brothers, Citigroup and Morgan Stanley became equity
investors at closing.
    
Completion of the merger agreement marks the final step in the
transformation into a privately held company.

In addition, the company is expected to achieve environmental
performance in the industry and involvement and dialogue with
environmental, government and community leaders.
    
"Our investment horizon allows the board, management and employees
to formulate and implement a long-term strategy to meet customer
needs and to respond to the significant energy challenges in
Texas," Marc Lipschultz of KKR, said.
    
Since the Feb. 26, 2007, merger transaction disclosure, TEF's
plans for the company's new direction have received support from
consumer groups, environmental groups, labor unions, business
leaders and elected officials from communities across Texas.
    
"We have maintained open and productive dialogues with
legislators, regulators, customers and consumer advocates,"
Michael MacDougall of TPG said.  "Together, we are proud to be
part of a transformation that will benefit -- and in fact already
is benefiting -- customers and residents of the state of Texas."
    
                         New Leadership
    
With the close of the transaction, Donald L. Evans becomes
non-executive chairman of Energy Future Holdings Corp.  
Mr. Evans served as U.S. Secretary of Commerce for four years
under President George W. Bush.
    
"We are excited about the opportunities that the completion of
this merger provides," Mr. Evans said.  "This transaction is not
only good for TXU shareholders, but also for employees, customers
and residents across the state of Texas.  I look forward to
working with management and employees to
demonstrate our commitment to being a leading corporate citizen,
to implementing stronger environmental policies and to providing
reliable and affordable power."
    
As non-executive chairman, Mr. Evans will lead the company's board
of directors, which will include:

   -- William Reilly, chairman emeritus of the World Wildlife
      Fund and former EPA Administrator;

   -- Lyndon Olson, former U.S. Ambassador to Sweden;

   -- James Huffines, chairman of the Central Region Plains
      Capital Bank; and

   -- Kneeland Youngblood of Pharos Capital Group LLC.

Former U.S. Secretary of State James A. Baker, III will serve as
advisor to the company.
    
"This company and its employees are ready for the next step,  Tom
Baker, vice-chairman of TXU Corp. who will transition to chairman
emeritus of Energy Future Holdings Corp.  "We look forward to
implementing additional separation of our three businesses so each
can focus on the distinct customers they serve."
    
With the completion of the transaction, C. John Wilder has
resigned as TXU Corp. chairman and CEO.  Since his arrival in
February 2004, Mr. Wilder led the company to substantial
performance improvements including: outstanding shareholder
returns; a successful business turnaround; and a major
restructuring of the operations and growth program.
    
"I am proud of what TXU has become and confident that the company
is in good hands.  Because of the hard work of TXU employees,
these businesses are operating at safe, high-performance levels
across many dimensions," Mr. Wilder said.

"I'd like to thank John Wilder and the outgoing board
of directors for their years of service to the company,"
Mr. Evans concluded.  "They leave a company of outstanding men and
women, dedicated to excellence in customer service and energy
reliability.  We wish the2.00cmm well in their future
endeavors."
    
             Three Separate and Distinct Companies
    
Energy Future Holdings Corp., a holding company, will continue the
transition of its businesses into three separate and distinct
business units with separate boards, management teams, and
headquarters.
    
Each business will operate independently under the leadership of a
CEO:

   -- Jim Burke will serve as CEO of TXU Energy, a
      competitive electricity retailer;
     
   -- Mike Greene will serve as CEO of Luminant, a competitive
      power generation business, including mining, wholesale
      marketing and trading, and construction; and
     
   -- Bob Shapard will serve as CEO of Oncor, a regulated
      electric distribution and transmission business.
    
To maintain smooth ongoing operations, current business unit
management and organizational structures will remain in place at
least through a transition period, which will be completed in the
first half of 2008.  

Beyond the further separation of the three primary businesses,
most employees will experience few differences in their day-to-day
jobs.  The transition will be seamless to customers.
    
Headquarters for each of the three businesses will remain in the
Dallas/Fort Worth area.
    
               Consumer and Environment Benefits
    
As a result of the close of the transaction, TXU Energy will
reduce retail prices by an additional 5%, resulting in a total 15%
price reduction in 2007 for residential customers who had not
chosen one of TXU Energy's lower-priced or environmentally
friendly options.

With this additional reduction TXU Energy will offer the lowest
prices of any incumbent competitive retailer in Texas.  The value
of TXU Energy's lower prices, innovative range of products to meet
customer needs, and focus on customer service have contributed to
an increase in customer count over the past few months.
    
TEF and TXU Energy have created TXU Energy Access, a
comprehensive program representing a commitment of more than $150
million over 5 years to assist low-income customers.
    
As part of the transaction, TEF made a range of commitments to
strengthen environmental policies, make significant investments in
alternative energy and institute corporate policies tied to
climate stewardship.  Those efforts helped earn the endorsement of
Environmental Defense and the Natural Resources Defense Council.
    
In keeping with the commitment to reduce the number of planned
coal-fueled generation units from 11 to three, the eight air
permit applications will be withdrawn by Luminant.  The eight air
permit applications were suspended shortly after the disclosure of
the merger agreement.
    
In addition, Energy Future Holdings Corp. will create a
sustainable energy advisory board comprised of individuals who
represent these interests: the environment; customers; Texas
economic development; and ERCOT reliability standards.

Board member William Reilly, chairman emeritus of the World
Wildlife Fund and former administrator of the U.S. Environmental
Protection Agency, will lead the effort to make climate
stewardship central to corporate policies.
   
                  Oncor's 20% Minority Stake
    
In advance of the close of the transaction, Oncor and TEF reached
an agreement in principle with the key parties that would resolve
all outstanding issues in the Public Utility Commission of Texas
review under Public Utility Regulatory Act Section 14.101 related
to the change in control of Oncor.

The agreement includes provisions under which the PUC
would dismiss Oncor's pending rate case.  The agreement is subject
to approval by the PUC.
    
After the close of the acquisition of TXU Corp. and TEF will sell
a twenty percent stake in Oncor.  Now that the acquisition is
complete, the minority stake sale process will commence
and is an important element of the investor group's plan.

The sale of a twenty percent minority stake in Oncor has long been
part of TEF's plan to enhance Oncor's independence and separation
from TXU Corp., TXU Energy and Luminant.  The purchaser of the
twenty percent stake will not be affiliated with any of the
companies owned by TXU Corp. or the parties
involved in this transaction, and will have meaningful
representation on the Oncor board of directors.
    
In addition, Oncor plans to secure all of its existing long-term
debt.  This does not include the $800 million principal amount of
floating rate senior notes that were redeemed upon completion of
the merger as required by the terms of the notes. Oncor's $2
billion credit facility is also secured.
    
                     Shareholder Information
    
Shareholders of record of TXU Corp. common stock who have stock
certificates will receive instructions and a letter of transmittal
from Mellon Investor Services LLC, the disbursing agent for the
merger, concerning how and where to forward stock certificates for
exchange and payment.

Shareholders of record whose shares are held in book entry
form will receive a check from Mellon without needing to take
any action.  For shares held in "street name" through a broker,
bank or other nominee, shareholders need not take any action to
have shares exchanged for cash through the broker, bank or other
nominee.

For street name shareholders, questions about the receipt of
compensation for shares should be directed to the appropriate
broker, bank or other nominee.  

For all other questions regarding the exchange of TXU Corp. common
stock shares, please call Mellon Investor Services LLC toll free
at 1-877-277-9913.
    
                  About Energy Future Holdings
    
Headquartered in Dallas, Texas, Energy Future Holdings Corp. fka
TXU Corp. (NYSE: TXU) -- http://www.txucorp.com/-- is an energy  
holding company that manages a portfolio of competitive and
regulated energy subsidiaries, primarily in Texas , including TXU
Energy, Luminant, and Oncor.  TXU Energy provides electricity and
related services to 2.1 million electricity customers in Texas.  
Luminant has over 18,300 MW of generation in Texas , including
2,300 MW of nuclear and 5,800 MW of coal-fueled generation
capacity.  Oncor operates a distribution and transmission system
in Texas , providing power to three million electric delivery
points over more than 101,000 miles of distribution and 14,000
miles of transmission lines.

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


TXU CORP: Moody's Places Corporate Family Rating at B2
------------------------------------------------------
As a result of the proposed capital structure presented in the
recent 8K filing by TXU Corp in connection with the leveraged
buyout by KKR and TPG, Moody's Investors Service has downgraded
the ratings for TXU and its subsidiaries and has assigned new
Corporate Family Ratings, Probability of Default ratings and Loss
Given Default assessments at both the TXU and Oncor Electric
Delivery Company LLC entities.

Moody's assigned a B2 CFR to TXU and a Ba1 CFR to Oncor.  The CFR
at TXU encompasses its wholly owned intermediate subsidiary
holding company, TXU US Holdings as well as USH's wholly-owned
subsidiary, Texas Competitive Electric Holdings.  The B2 CFR also
reflects the positive benefits of TXU's ownership in Oncor, the
regulated electric transmission and distribution utility.  Moody's
ascribes a significant amount of credit enhancement associated
with Oncor's proposed ring fencing provisions, which helped to
support the rationale for assigning a separate CFR for this lower-
risk regulated utility.  These actions conclude the review for
possible downgrade that was initiated on February 26th, 2007.

Utilizing Moody's LGD methodology and the assigned Ba1 CFR for
Oncor, the ratings for Oncor's existing senior unsecured notes
have been downgraded to Ba1 from Baa2.  In addition, a Ba1 rating
has been assigned to Oncor's new $2 billion senior secured
revolver.  It is our expectation that Oncor's existing senior
unsecured debt will be secured by the same collateral package
securing the new revolver.  Once Oncor's senior unsecured debt
conforms as senior secured debt, the ratings on the conformed
senior secured debt will also be rated Ba1. Essentially, because
Oncor has a single class of debt, the ratings on the debt will
match its CFR.

Using the LGD methodology and the assigned B2 CFR for TXU, the
ratings for TXU's existing senior unsecured debt have been
downgraded to Caa1 from Ba1.  In addition, Moody's has assigned a
B3 rating to TXU's new senior unsecured (guaranteed) notes. The B3
rating for TXU's new senior unsecured (guaranteed) notes primarily
reflects the value of an up-stream guarantee by Oncor.  This up-
stream guarantee is being made by Energy Future Intermediate
Holding Company LLC, an intermediate, subsidiary holding company
that is wholly-owned by TXU.  Although this entity is outside of
Oncor's proposed ring-fence structure, Moody's ascribes a
significant amount of benefit to the guarantee based on our
analysis of the likely value of Oncor in a default situation.

The Baa3 Issuer Rating for TXU US Holdings has been withdrawn.
Moody's has assigned a Caa1 rating to TXU US Holdings' senior
secured facility bonds and senior unsecured debt.  The ratings for
these securities are the same at the Caa1 level because Moody's
ascribes limited value to the collateral associated with the $78
million of secured facility bonds.

The ratings for Texas Competitive Electric Holdings' existing
senior unsecured PCRB's have been downgraded to Caa1 from Baa2. In
addition, Moody's has assigned a Ba3 rating to TCEH's new $16.45
billion senior secured term loan B; $2.7 billion senior secured
revolver; $1.250 billion senior secured Special LC Facility and
$4.1 billion senior secured delayed draw term loan B.  Moody's
also assigned a B3 to TCEH's new $6.75 billion of senior unsecured
notes.

Moody's also assigned speculative grade liquidity ratings of SGL-3
to TXU and SGL-2 to Oncor.  These liquidity ratings reflect the
internal cash generation capabilities for the respective entities,
the availability of external credit capacity, the headroom under
the credit facilities' financial covenants and our view of
alternate sources of liquidity.

TXU's B2 CFR reflects our primary concern with the amount of debt
being incurred at the company in relation to its sustainable cash
flow generation over a long-term horizon. Moody's does not
anticipate any meaningful debt reduction over the next few years,
which raises concerns over the amount of cushion incorporated into
the business plan.  Moody's notes that over the near-term, the
majority of TXU's holding company obligations will be serviced by
the up-stream contributions of Oncor, which we view positively,
but the relationship shifts more towards TCEH over the longer-term
horizon.  As a result, Moody's sees a strong correlation between
the default probability of TCEH and the default probability of
TXU, despite several structural mechanisms designed to keep the
entities separate.

The B2 CFR also reflects the attractive assets and businesses that
TXU owns, most notably the about 8GW's of base-load coal and
nuclear generation capacity.  These assets are viewed as being
structurally advantageous within the Electric Reliability Council
of Texas, where power prices are predominately driven by natural
gas prices.  As a result, TXU's base-load generating facilities
should be in a position to produce a significant amount of cash
flow over the near-to intermediate time horizon. While Moody's
remains concerned with the asset concentration within ERCOT, and
the risks associated with an unexpected, lengthy outage at one of
these base-load facilities, Moody's believes that TCEH has
implemented reasonable mitigation efforts against many downside
commodity price scenarios through its sizeable hedging program and
hedging strategy.

Moody's believes a majority of TXU's enterprise value is
associated with its TCEH operations, so distress to TCEH's
financial profile would represent a major rating driver behind our
determination of distress at TXU.  In addition, we note that
TCEH's prospective key financial credit metrics are expected to
converge with TXU's consolidated metrics, evidence that the
entities are closely aligned.  While Moody's acknowledges that
there are provisions in the loan documents that are designed to
insulate TCEH from adverse developments at TXU, we believe that
these provisions do little to reduce TXU's dependence on TCEH.

TXU has produced, on average, cash flow from operations of about
$2.8 billion per year over the past 5-years and
$3.2 billion per year over the past 3-years.  These CFO amounts
represented about 19% and 23% of TXU's consolidated adjusted total
debt, respectively.  Over the next 3-years, Moody's believes TXU
and TCEH are likely to produce CFO as a percentage of adjusted
total debt of about 4%, a roughly 80% reduction of the past 5 and
3-year averages, respectively.  In Moody's opinion, the extreme
leveraging of these cash flows (primarily derived by the more
risky generation operations) severely reduces the cushion and
flexibility to avoid a potential default if an unexpected or
adverse event were to impact the company's businesses.  This
leverage of the cash flows in the face of the operating,
strategic, financial and environmental challenges currently facing
this industrial sector only serves to exacerbate this concern.

Oncor's Ba1 CFR primarily reflects the significant value
associated with the proposed ring fencing provisions that have
been announced by TXU, our relatively constructive view of the
Public Utility Commission of Texas and the financial profile of
the company.  Moody's observes that on a stand-alone basis, Oncor
is arguably a solid investment grade entity.  In addition, Moody's
rating methodology for global regulated electric utilities (which
is currently being updated) produces a rating for Oncor well
within the Baa-rating category.

Nevertheless, taking into consideration the upstream guarantee and
our view regarding how much value will be extracted from Oncor for
the benefit of its parent, lead us to conclude that a Ba1 CFR is
the most appropriate rating at this time. Essentially, Moody's
believes that TXU and TCEH's business and operating risk profiles,
coupled with the new levels of leverage those businesses will
incur, create a sufficient level of potential contagion risk that
Oncor's otherwise investment grade status has been negatively
impacted, regardless of the technical and legal provisions
associated with the proposed ring-fencing.

With respect to Oncor's financial profile, Moody's notes that
Oncor has produced, on average, CFO of about $0.6 billion per year
over the past 5-years and $0.7 billion per year over the past 3-
years which represented about 14% and 16% of Oncor's consolidated
adjusted total debt, respectively.  The adjusted total debt
balances include the Aaa-rated securitization debt that was issued
in 2004 as well as the other standard adjustments Moody's applies
to financial statements.  Over the next 3-years, Moody's believes
Oncor will likely produce CFO as a percentage of adjusted total
debt of about 15%, which will continue to position the company for
this metric well within the investment grade Baa ratings category.

The rating outlooks for TXU, Oncor, TXU US Holdings and TCEH are
stable given our expectation that the companies will perform
operationally as well as financially within the assumption
parameters provided by the new equity investors, new management
team and new boards of directors throughout the TXU enterprise.  
These assumption parameters include a financial strategy that will
produce cash flow to adjusted total debt ratios in the mid-teen's
for Oncor and less than 5% for both TXU and TCEH, no meaningful
extractions of cash from any TXU entity by the new equity
investors, and a capital investment strategy that is primarily
designed to maintain the operating performances and safety and
reliability standards of the existing base-load fleet and electric
T&D system.

TXU Corp. is an energy company headquartered in Dallas, Texas.

Ratings assigned:

TXU Corp.:

   -- Corporate Family Rating at B2
   -- Probability of Default rating at B2
   -- Speculative Grade Liquidity rating at SGL-3
   -- Senior unsecured (guaranteed) notes at B3 (LGD4, 69%)
   -- Senior unsecured (guaranteed) PIK notes at B3 (LGD4, 69%)

Oncor Electric Delivery Company LLC:

   -- Corporate Family rating at Ba1
   -- Probability of Default rating at Ba2
   -- Speculative Grade Liquidity rating at SGL-2
   -- Senior secured revolver at Ba1 (LGD3, 34%)

Texas Competitive Electric Holdings:

   -- Senior secured revolver at Ba3 (LGD2, 29%)

   -- Senior secured LC facility at Ba3 (LGD2, 29%)

   -- Senior secured Term Loan B at Ba3 (LGD2, 29%)

   -- Senior secured delayed draw term loan B at Ba3 (LGD2,
      29%)

   -- Senior unsecured (guaranteed) notes at B3 (LGD5, 76%)


TXU CORP: Planned Capitalization Cues S&P to Cut Rating to B-
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
rating of Dallas, Texas-based TXU Corp. and its unregulated
subsidiaries to 'B-' from 'BB', based on the planned
capitalization program for TXU by a group of acquirers led by
Kolberg Kravis Roberts & Co. and TPG Inc.  The downgrade reflects
the addition of about $24.5 billion in senior secured debt and
$6.75 billion in senior unsecured debt at key subsidiaries, the
rollover of about $8 billion of existing debt at subsidiaries and
TXU, and the addition of $4.5 billion senior unsecured debt at
TXU.  

The rating on TXU is further negatively affected by the planned
ring-fencing and legal provisions that the sponsors intend to
structure around Oncor Electric Delivery Co. LLC, the company's
regulated transmission and distribution subsidiary.  The rating on
Oncor is affirmed at 'BBB-', but is also placed on CreditWatch
with developing implications to reflect these intentions.  All
ratings for the TXU companies are subject to receipt and review of
final transaction documentation and legal opinions.  The outlook
on all entities except Oncor is stable.
     
TXU provides electricity service in the Texas ERCOT market through
two main units.  These units include Texas Competitive Electric
Holdings Co. LLC (TCEH; formerly TXU Energy Company LLC), which
holds unregulated retail and wholesale generation operations that
provide about three quarters of consolidated cash flow; and Oncor
(formerly TXU Electric Delivery LLC), a
regulated T&D company in North Texas serving about 3 million
customers, which provides about 25% of consolidated cash flow.
Another minor subsidiary, Energy Future Competitive Holdings Co.
(EFCH; formerly US Holdings Co.), owns TCEH and is wholly owned by
TXU.  Post-acquisition, TXU will have about
$40 billion in adjusted debt, compared with about $12 billion at
present.
     
The stable outlook for all entities, except Oncor, is supported by
a favorable base load generation position, a substantial natural
gas hedge position, and stable regulated cash flow.  Strong demand
growth for electricity also supports the stable outlook.
      
"The ratings on TXU and its unregulated subsidiaries are unlikely
to be raised in the near term, due to the potential for continuing
high leverage and therefore significant refinancing risk in 2014,"
noted Standard & Poor's credit analyst Terry Pratt.  "The ratings
could be lowered if the companies take on additional debt or if
the operational and retail performance falls below forecasts," he
continued.


U.S. ENERGY: Posts $14.7 Mil. Net Loss in First Half Ended June 30
------------------------------------------------------------------
U.S. Energy Systems Inc. disclosed Tuesday that it filed with the
Securities and Exchange Commission its report providing
preliminary summary financial results for the first six months
ended June 30, 2007.  These results have not been reviewed or
audited by the company's independent registered public accounting
firm, and are subject to change prior to the filing of the
company's Form 10-Qs for the first and second quarters of 2007.  

U.S. Energy Systems Inc. reported a net loss of $14.7 million on
revenue of $13.7 million for the first six monhts ended June 30,
2007.  

At June 30, 2007, the company's consolidated balance sheet showed
$284.7 million in total assets, $238.8 million in total  
liabilities, $13.6 million in minority interest, and $32.4 million
in total shareholders' equity.

                   About U.S. Energy Systems

Headquartered in New York, U.S. Energy Systems Inc. (Nasdaq: USEY)
-- http://www.useyinc.com/-- is an owner of green power and clean  
energy and resources.  USEY owns and operates energy projects in
the United States and United Kingdom that generate electricity,
thermal energy and gas production.

The company has a 100% interest in U.S. Energy Biogas Corp., which
owns and operates 23 landfill gas to energy projects in the United
States, 20 of which produce electricity and three of which sell
landfill gas as an alternative to natural gas.  The company also
has a 100% interest in Plymouth Envirosystems Inc., which owns a
50% interest in Plymouth Cogeneration Limited Partnership.  
Plymouth Cogeneration Limited Partnership owns and operates a
combined heat and power plant in Massachusetts that produces
1.2MWs of electricity and 7 MWs of heat.  The company further has
a 79% interest in GBGH, LLC, which owns energy assets and mineral
rights in the United Kingdom including a 42MW gas-fired power
plant and gas licenses for approximately 100,000 acres of onshore
natural gas properties and mineral rights in North Yorkshire,
England.  GBGH is the parent company of UK Energy Systems LTD.

                       Bankruptcy Warning

As reported in the Troubled Company Reporter on Sept. 5, 2007,
U.S. Energy Systems, Inc., on June 25, 2007, said that, absent a
refinancing, the raising of additional capital or other financial
restructuring, the company would be unable, as early as August
2007, to meet operating requirements and certain contractual
obligations as they become due.  In addition, the company further
indicated that it had insufficient funds to make certain required
capital contributions required under the UK financing arrangements
between September and December of 2007.

The failure to obtain such funds is likely to result in USEY
filing for protection in the U.S. under Chapter 11 of the
Bankruptcy Code and its UK subsidiaries being forced to enter
bankruptcy administration in the UK.


U.S. WIRELESS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: US Wireless Online, Inc.
        9001 Shelbyville Road, Suite 120E
        Louisville, KY 40222
        Tel: (502) 296-7622

Bankruptcy Case No.: 07-33539

Chapter 11 Petition Date: October 9, 2007

Court: Western District of Kentucky (Louisville)

Debtor's Counsel: James K. Murphy, Esq.
                  Lynch, Cox, Gilman & Mahan, P.S.C.
                  500 West Jefferson Street, Suite 2100
                  Louisville, KY 40202
                  Tel: (502) 589-4215

Estimated Assets: $10,000 to $100,000

Estimated Debts:  $1 Million to $100 Million

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


UNITED RENTALS: Fitch Holds BB- Issuer Default Rating
-----------------------------------------------------
Fitch Ratings affirmed the long-term Issuer Default Rating at
'BB-' for United Rentals Inc and United Rentals (North America),
Inc.  Fitch removed all ratings from Rating Watch negative.  The
rating outlook is stable.  About $2.6 billion in debt was affected
by this action.

The affirmation reflects Fitch's view that the proposed sale of
URI to an affiliate of Cerberus Capital Management L.P. will not
materially alter the long-term credit profile of the company.  The
affirmation removes prior concerns articulated by Fitch regarding
potential rating downgrades as a result of the sale.  In the event
the sale does not proceed as planned, Fitch anticipates no further
changes to the IDR.

As part of the $7 billion transaction, substantially all
outstanding debt will be repaid.  New debt issuances are expected
to reside at URNA and Fitch expects to assign specific debt level
ratings at the closing of the transaction.  While the acquisition
will likely result in higher leverage and reduced fixed charge
coverage in the short term, Fitch's rating includes the
expectation that efficiencies will improve and leverage will
moderate in a manner consistent with the assigned rating levels.  
Going forward, Fitch will evaluate the company's progress in
creating operational efficiencies to improve cash flow and reduce
debt.

Positive rating drivers include the company's leadership position
in the equipment rental industry, strong retail franchise, and
favorable free cash flow trends.  Fitch also feels post-
acquisition liquidity is adequate for the rating. Fitch's rating
concerns center on the company's exposure to seasonal and cyclical
factors impacting the equipment rental segment.  Fitch
acknowledges that a greater than expected slowdown in economic
growth or demand for rental equipment could impair the company's
ability to reach its performance targets.  Also, in the event that
leverage is not reduced in line with Fitch's expectations,
negative rating action could result.  Additionally, Fitch will
monitor the impact resulting from the execution of potential
strategic changes under new ownership.

Fitch affirmed these ratings and removed them from Rating Watch
Negative.  The rating outlook is stable:

United Rentals Inc:

   -- Long-term Issuer Default Rating (IDR) 'BB-';

United Rentals (North America):

   -- Long-Term IDR 'BB-'.

Fitch expects to assign these ratings at transaction close:

United Rentals (North America):

   -- Long-term IDR 'BB-';
   -- Senior unsecured debt 'B+';
   -- First lien secured credit facility 'BB+';
   -- Second lien secured notes 'BB-'

Fitch expects to withdraw these ratings at transaction closing:

United Rentals, (North America):

   -- Subordinated debt 'B'


UNIVERSAL FOODS: Panel Taps Schiff Hardin as Bankruptcy Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Universal Food
and Beverage Co. Inc. and its debtor-affiliates' bankruptcy cases
asks the United States Bankruptcy Court for the Northern District
of Illinois for authority to retain Schiff Hardin LLP as its
bankruptcy counsel, nunc pro tunc to Sept. 20, 2007.

Schiff Hardin will:

   a. administer the Chapter 11 case and oversight with respect to
      the Debtors' affairs including all issues  arising from the
      Debtors, the Committee or this case;

   b. prepare on behalf of the Committee necessary applications,
      motions, memoranda, order, reports and other legal papers;

   c. appear in Court and at statutory meetings of creditors to
      represent the interest of the Committee;

   d. negotiate, formulate, draft and confirm of a plan of
      reorganization and matters related to the plan.

   e. investigate, if any, as the Committee may desire concerning,
      among other things, the assets, liabilities, financial
      condition, sale of any of the Debtors' business, and
      operating issues concering the Debtors' that may be relevant
      to this Chapter 11 case;

   f. communicate with the Committee's constituents and others at
      the direction of the Committee in furtherances of its
      responsibilities; and

   g. perform all of the Committee's duties and powers under the
      Bankruptcy Code and the Bankruptcy Rules and the performance
      of other services as are in the interest of those
      represented by the Committee.

The compensation rates of the firm's professionals are:

      Designation               Hourly Rate
      -----------               -----------
      Partners                   $335-$630
      Associates                 $230-$410
      Legal Assistants            $80-$240

To the best of the Committee's knowlegde 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.

                      About Universal Food

Universal Food & Beverage Company, Inc., manufactures and markets
food and beverage products.  The Debtor and its debtor-affiliates
in Georgia and Virginia filed for Chapter 11 petitions on Aug. 31,
2007 (Bankr. N.D. Ill. Lead Case No. 07-15955).  Barry A Chatz,
Esq., and James A. Chatz, Esq., at Arnstein & Lehr LLP, represent
the Debtors.  An Official Committee of Unsecured Creditors has
been appointed in this case.  When they filed for protection from
their creditors, the Debtors disclosed $0 assets but an aggregate
of more than $20 million in debts.


USI HOLDINGS: Fitch Withdraws B- Issuer Default Rating
------------------------------------------------------
Fitch Ratings withdrew the ratings of USI Holdings Corporation due
to the lack of public information.  In May 2007, USIH announced
the completion of the acquisition of the company by GS Capital
Partners, a private equity affiliate of Goldman, Sachs & Co.  USIH
common stock ceased trading on the Nasdaq Exchange and is no
longer listed.  Fitch will no longer provide rating coverage of
USIH.

Fitch has withdrawn these ratings:

   -- Issuer Default Rating (IDR) 'B-';

   -- $210 million five-year secured term loan due March 24,
      2011 to 'B/RR3';

   -- $525 million seven-year senior secured term loan 'B/RR3';

   -- $100 million six-year senior secured revolving credit
      facility 'B/RR3';

   -- $225 million floating rate senior notes due Nov. 15, 2014
      'B-/RR4';

   -- $175 million 9.75% senior subordinated notes due May 15,
      2015 'CCC+/RR5'


VESCOR DEVELOPMENT: Taps M. Norman as Chief Restructuring Officer
-----------------------------------------------------------------
Vescor Development LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Nevada for permission to
employ Merril R. Norman, MBA, CPA as their chief restructuring
officer.

The Debtors deemed it best to hire a CRO since the Court had
required the Debtors' affiliates, Vescor Development 3 LLC and two
other affiliates which filed for chapter 11 protection last year,
to retain a qualified CRO as a condition of plan confirmation.

Mr. Norman will be primarily responsible for the Debtors'
obligations and duties as debtors-in-possession in their cases.   
Also, Mr. Norman will manage, control and operate their business
and to assist them in their restructuring efforts.  Particularly,
Mr. Norman will:

   a. develop and negotiate a financial restructuring plan to be
      filed in the bankruptcy case;

   b. develop and negotiate a plan of reorganization with, among
      others, the Debtors' creditors;

   c. interface with any committee of the Debtors' unsecured
      creditors, the U.S. Trustee and other interested parties;

   d. direct and interface with attorneys, managers, officers,
      employees, agents and other professionals of the Debtors and
      their affiliates;

   e. compile relevant financial information regarding the
      Debtors;

   f. execute documents and pleadings as the authorized
      representative of the Debtors;

   g. file all necessary and appropriate filings in the case,
      including, without limitation, monthly financial reports;

   h. manage the Debtors' financial and treasury functions;

   i. maintain, invest and distribute property of the estates of
      the Debtors;

   j. file objections to claims and compromise and settle claims;

   k. administer the property of the estates of the Debtors by
      managing, abandoning, enforcing, settling, compromising,
      collecting, or taking other action to maximize the value of
      the estates, including commencing, continuing or defending
      contested matters, adversary proceedings, litigation,
      arbitrations or mediations;

   l. develop and implement business proposals and budgets;

   m. supervise the preparation of the Debtors' financial
      statements, tax returns, filings with the U.S. Trustee and
      other filings required by governmental agencies;

   n. testify and make declarations on behalf of the Debtors;

   o. take actions and execute documents and pleadings;

   p. in the event Mr. Norman is terminated or resigns as CRO,
      work diligently and in good faith to effect a smooth,
      orderly and efficient transition on the Debtors' books,
      records and administration to the successor.

The Debtors will pay Mr. Norman on a fixed hourly basis at $275
plus reimbursements of other charges.  Other consultants who may
help Mr. Norman are Mike Comarell and Mark Anderson, whose rates
are $75 and $65 per hour, respectively.

Mr. Norman holds a $20,000 retainer that the Debtors paid on
Aug. 20, 2007.

To the best of the Debtors' knowledge, Mr. Norman does not
represent any interest adverse to the Debtors or their estates.

                     About Vescor Development

Henderson, Nevada-based Vescor Development LLC develops real
estate.  The company and its affiliates share common management
and ownership.  Apex MM serves as the Debtors' manager.

The company and three of its affiliates, ADL 1 LLC, IDL 9 LLC and
JDL 10 LLC, filed for chapter 11 bankruptcy protection on Aug. 20,
2007 (Bankr. D. Nev. Case Nos. 07-15210 through 07-15213).  Laurel
E. Davis, Esq. at Fennemore Craig, P.C. represents the Debtors in
their restructuring efforts.  When the Debtors filed for
bankruptcy, they listed total assets of $151,954,690 and total
debts of $85,590,847.

The company's affiliates, Vescor Development 3 LLC, BDL 2 LLC and
EDL 5 LLC had filed for chapter 11 protection on Aug. 26, 2006
(Bankr. D. Nev. Lead Case No. 06-12094).  Laurel E. Davis, Esq.,
at Lionel Sawyer & Collins serves as the Debtors' counsel.  When
Vescor filed for protection from its creditors, it listed total
assets of $109,570,385 and total debts of $63,290,195.

Vescor Development 3 and its debtor-affiliates delivered its
reorganization plan and disclosure statement in January 2007,
whereby they planned to pay its general unsecured creditors in
full.  That plan was confirmed on March 20, 2007.


VESCOR DEVELOPMENT: U.S. Trustee Questions Retention of CRO
-----------------------------------------------------------
Sara L. Kistler, the United States Trustee for Region 17, asks the
U.S. Bankruptcy Court for the District of Nevada to deny Vescor
Development LLC and its debtor-affiliates' request to employ
Merill R. Norman, MBA, CPA as their chief restructuring officer.

The U.S. Trustee relates that the CRO appointment lacks creditor
consent because one of the Debtors' largest creditors objected to
the retention.

The U.S. Trustee also relates that the proposed CRO is subject to
termination at will by the Debtors' prior management and will also
serve as representative for the Debtors.  In addition, the U.S.
Trustee declares that the Debtors' case does not warrant the
appointment of a CRO.

Moreover, the U.S. Trustee questions whether the Debtors' recourse
to retain a CRO is a means to avoid the appointment of a trustee.

                     About Vescor Development

Henderson, Nevada-based Vescor Development LLC develops real
estate.  The company and its affiliates share common management
and ownership.  Apex MM serves as the Debtors' manager.

The company and three of its affiliates, ADL 1 LLC, IDL 9 LLC and
JDL 10 LLC, filed for chapter 11 bankruptcy protection on Aug. 20,
2007 (Bankr. D. Nev. Case Nos. 07-15210 through 07-15213).  Laurel
E. Davis, Esq. at Fennemore Craig, P.C. represents the Debtors in
their restructuring efforts.  When the Debtors filed for
bankruptcy, they listed total assets of $151,954,690 and total
debts of $85,590,847.

The company's affiliates, Vescor Development 3 LLC, BDL 2 LLC and
EDL 5 LLC had filed for chapter 11 protection on Aug. 26, 2006
(Bankr. D. Nev. Lead Case No. 06-12094).  Laurel E. Davis, Esq.,
at Lionel Sawyer & Collins serves as the Debtors' counsel.  When
Vescor filed for protection from its creditors, it listed total
assets of $109,570,385 and total debts of $63,290,195.

Vescor Development 3 and its debtor-affiliates delivered its
reorganization plan and disclosure statement in January 2007,
whereby they planned to pay its general unsecured creditors in
full.  The Court confirmed that plan on March 20, 2007, with a
condition to retain a qualified chief restructuring officer.


VONAGE HOLDINGS: Requests Rehearing of Verizon Patent Decision
--------------------------------------------------------------
Vonage Holdings Corp. has filed a motion for a review by the
original three-judge panel or the full panel of the U.S. Court of
Appeals for the Federal Circuit sitting en banc of the September
26 decision in its patent litigation with Verizon Communications
Inc.  En banc signifies a decision by the full court of all the
appeals judges in jurisdictions where there is more than one
three- or four-judge panel.

As reported in the Troubled Company Reporter on Sept. 27, 2007,  
the U.S. Court of Appeals for the Federal Circuit partially
remanded a March 8 jury verdict in the U.S. District Court in
Alexandria, Virginia that the company infringed on three Verizon
patents.  The U.S. Court of Appeals for the Federal Circuit
remanded the infringement verdict on the 880 patent and affirmed
the verdict on one patent claim in each of the 574 and 711
patents.  Further, the Court of Appeals vacated the entire award
of $58 million in damages and the 5.5% royalty.  The Court of
Appeals remanded the case to the U.S. District Court and directed
that the court retry those aspects of the original case.

"This move represents the next logical step for Vonage in managing
this litigation and continuing to move our business forward,"
Vonage Chief Legal Officer Sharon O'Leary said.  "We recently
settled our case with Sprint, and continue to explore all legal
options available to put the Verizon litigation to rest."

                       Verizon Litigation

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

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

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

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

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

                         About Vonage

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp.
(NYSE:VG) -- http://www.vonage.com/-- provides broadband   
telephone services with over 1.4 million subscriber lines as of
February 8, 2006.  Utilizing its voice over Internet protocol
technology platform, the company offers feature-rich, low-cost
communications services with a call quality comparable to
traditional telephone services.  While customers in the United
States represent over 95% of its subscriber lines, Vonage
continues to expand internationally, having launched its service
in Canada in November 2004, and in the United Kingdom in May 2005.


WILD WEST: Bank of Blue Valley Gets Approval to Seize Four Rides
----------------------------------------------------------------
Bank of Blue Valley obtained permission from the U.S. Bankruptcy
Court for the District of Kansas to seize around $1 million worth
of rides leased to Wild West World LLC, Bill Wilson of The Wichita
Eagle reports.

According to Mr. Wilson, the order was given after Parks America
backed out from its planned purchase of the Debtor on Oct. 5,
2007.

As reported in the Troubled Company Reporter on July 30, 2007,
Bank of Blue Valley contended that the insurance of the rides have
already lapsed.

With the order, the bank now has authority to take hold of these
rides:

    * a log flume;
    * a flipping action arm ride;
    * a Ferris wheel; and
    * a pirate ship.

Headquartered in Valley Center, Kansas, Wild West World LLC
operates an amusement park business.  The company filed for
Chapter 11 protection on July 9, 2007 (Bankr. D. Kans. Case No.
07-11620).  Edward J. Nazar, Esq., at Redmond & Nazar, LLP
represents the Debtor in its restructuring efforts.  In its
schedules filed with the Court, the Debtor disclosed total assets
of $22,979,898 and total debts of $25,601,177.

Restoration Farms Inc., Wild West's parent company, filed for
chapter 11 protection on Aug. 9, 2007 (Bankr. D. Kans. Case No.
07-11913).


WILD WEST: Parks America Calls Off $12 Million Purchase
-------------------------------------------------------
Parks America Inc. has opted not to buy Wild West World, the
Associated Press reports.  However, Parks America still expressed
intent on buying individual rides instead of the whole park, AP
adds citing Gaye Tibbets, Esq., Parks America's counsel.

AP relates that Parks America had offered $12 million and Wild
West's officials expected an agreement to have been reached by
Oct. 5, 2007.  The deadline was originally set for September 28
but was extended by the Debtor and creditors in hopes of avoiding
a liquidation.

Headquartered in Valley Center, Kansas, Wild West World LLC
operates an amusement park business.  The company filed for
Chapter 11 protection on July 9, 2007 (Bankr. D. Kans. Case No.
07-11620).  Edward J. Nazar, Esq., at Redmond & Nazar, LLP
represents the Debtor in its restructuring efforts.  In its
schedules filed with the Court, the Debtor disclosed total assets
of $22,979,898 and total debts of $25,601,177.

Restoration Farms Inc., Wild West's parent company, filed for
chapter 11 protection on Aug. 9, 2007 (Bankr. D. Kans. Case No.
07-11913).


WILD WEST: Receives Offers for Three Rides
------------------------------------------
Wild West World LLC asks the U.S. Bankruptcy Court for the
District of Kansas for permission to sell three of its rides, Bill
Wilson of The Wichita Eagle reports.

Seabreeze Amusement Park has offered to buy the Sidewinder for
$425,000 and the Himalaya for $250,000.  Howard Young has offered
$300,000 for the Fiesta Mexicana, the report adds.

Mr. Wilson discloses, citing sources close to the case, that the
Sidewinder and Fiesta Mexicana sale will likely involve some legal
squabbling since the identity of the borrower for each ride is not
clear.  Mr. Wilson adds that the main question is how to divide
the proceeds in the wake of the muddled contracts.

Headquartered in Valley Center, Kansas, Wild West World LLC
operates an amusement park business.  The company filed for
Chapter 11 protection on July 9, 2007 (Bankr. D. Kans. Case No.
07-11620).  Edward J. Nazar, Esq., at Redmond & Nazar, LLP
represents the Debtor in its restructuring efforts.  In its
schedules filed with the Court, the Debtor disclosed total assets
of $22,979,898 and total debts of $25,601,177.

Restoration Farms Inc., Wild West's parent company, filed for
chapter 11 protection on Aug. 9, 2007 (Bankr. D. Kans. Case No.
07-11913).


WR GRACE: Court Refuses to Appoint Examiner for Tersigni Probe
--------------------------------------------------------------
The Hon. Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware refused to appoint a Court examiner to probe
on the bills paid by W.R. Grace & Co. and its debtor affiliates to
L. Tersigni Consulting until the Office of the U.S. Trustee for
Region 3 can explain why it took them 17 months to inform the
Court of the investigation initiated by the Department of Justice
on Loreto Tersigni and the Tersigni firm, Bloomberg News reports.

At a September 24, 2007, hearing, Judge Fitzgerald noted that the
U.S. Trustee's office was made aware of the Tersigni billing
problems back in April 2006.

Judge Fitzgerald asked David M. Klauder, Esq., counsel to the
U.S. Trustee, at the hearing, whether an investigation has been
conducted with respect to Mr. Tersigni and whether that
investigation has been completed or is still ongoing.  

Mr. Klauder, however, refused to answer Judge Fitzgerald's
questions and said that he was "instructed" not to comment about
the matter.  Mr. Klauder said that he has "stuff [he's] not
permitted to divulge in open court . . ."

"What I'm trying to find out is, why on earth I am not being
permitted to be given information concerning matters that affect
the administration of these estates, from the entity that is
charged with supervising the administration of these estates,"
Judge Fitzgerald stated.

The Court acknowledged that the U.S. Trustee is charged under the
Bankruptcy Code with the task of "watch dogging" and monitoring
entities under bankruptcy.  "It appears that the watchdog needs
watchdogging," Judge Fitzgerald said.

Mr. Klauder told the Court that the intent for the U.S. Trustee's
request was for an examiner to ultimately determine what causes
of action exist for Grace with respect to the alleged fraudulent
billing practices of the Tersigni firm.

The Tersigni firm was retained by the Official Committee of
Asbestos Personal Injury Claimants in Grace's bankruptcy case as
its financial advisors in 2003.

Judge Fitzgerald, during the hearing, expressed her concern on
the additional expense Grace will likely incur if an examiner is
appointed.    

A continued hearing for October 25 and 26, 2007, has been set for
the examiner request.  The judge further instructed Mr. Klauder
to "find someone" permitted to comment on the Tersigni issues.

                        About W.R. Grace

Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
James H.M. Sprayregen, Esq., at Kirkland & Ellis, and Laura Davis
Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub,
P.C., represent the Debtors in their restructuring efforts.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Anderson Kill & Olick, P.C.,
represent the Official Committee of Asbestos Personal Injury
Claimants.  The Asbestos Committee of Property Damage Claimants
tapped Martin W. Dies, III, Esq., at Dies & Hile L.L.P., and C.
Alan Runyan, Esq., at Speights & Runyan,to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.
(W.R. Grace Bankruptcy News, Issue No. 140; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


* CRG Partners Adds Four New Partners
-------------------------------------
CRG Partners Group LLC appointed John Calabrese, Eric Danner,
Bruce Erickson, and Michael Pinette as partners.

"We are pleased to recognize Calabrese, Danner, Erickson and
Pinette for their achievements and leadership, both within CRG
Partners and the industry at large," said Scott Avila, Managing
Partner.  "The dedication and expertise of these professionals is
a reflection of the firm's industry specialization and commitment
to producing results for clients.  All of us at CRG Partners
congratulate and welcome them as partners."

John Calabrese has more than 20 years of experience developing
and implementing effective financial restructuring plans.  Mr.
Calabrese has a BS from the University of North Carolina at
Chapel Hill.

Eric Danner works in crisis management situations creating and
implementing turnaround business plans, managing cash flows and
performing mergers and acquisitions reviews.  Mr. Danner holds
both CPA and CIRA accreditations, and he currently serves on the
AIRA Board of Directors.  He holds a BA from Vassar College and
an MBA from Boston University.

Bruce Erickson has 20 years of experience working with companies
in distress.  Mr. Erickson heads CRG Partners' Wind-Down and Exit
Management practice area and has led many of the firm's important
bankruptcy, wind-down and liquidation engagements.  Mr. Erickson
holds a BS and an MBA from the University of New Hampshire and the
designation of Certified Turnaround Professional.

Michael Pinette has served as advisor to companies experiencing
operational performance issues in a wide variety of manufacturing
environments for more than 30 years.  Mr. Pinette holds a BS from
Lowell Technological Institute and an MBA from American
International College.

                      About CRG Partners

Headquartered in New York, CRG Partners --
http://www.crgpartners.com-- serves distressed and  
underperforming middle-market companies internationally with
an extensive portfolio of operational-improvement, financial-
restructuring and crisis-management services.  The company has
offices in Atlanta; Bethesda; Boston; Charlotte; Chicago; Dallas;
Los Angeles; New York; and Vienna, Austria.


* S&P Places 13 U.S. Synthetic CDO Tranche Under Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed 13 U.S. synthetic CDO
tranche ratings on CreditWatch with negative implications and 27
ratings on CreditWatch with positive implications.  At the same
time, S&P affirmed 24 U.S. synthetic CDO tranche ratings and
removed them from CreditWatch negative, raised four ratings after
an amendment to the reference portfolio, and withdrew four ratings
after receiving notifications that the tranches had terminated.

The CreditWatch negative placements reflect negative rating
migration in the respective portfolios and synthetic rated
overcollateralization ratios that had fallen below 100% as of the
September month-end run.  The classes with ratings placed on
CreditWatch positive had SROC ratios that were above 100% at the
next higher rating level during the month-end run.  The 24
classes with ratings removed from CreditWatch negative had SROC
ratios that were above 100% at their current rating levels during
the month-end run.


                          Ratings List

                Alison Synthetic Public Ltd. Co.

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            B                     AA-/Watch Pos   AA-
            C                     AA-/Watch Pos   AA-
            D                     A-/Watch Pos    A-

                      Arch One Finance Ltd.

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            Tranche               BBB-/Watch Neg  BBB-

                          ARLO VI Ltd.
                      Series 2006-2 (SABS)

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            Notes                 A/Watch Neg     A

                     Calibre 2004-XI Ltd.

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            Single Tranche        AAA/Watch Neg   AAA

                  Crown City CDO 2005-1 Ltd.

                                  Rating
                                  ------
               Class         To              From
               -----         --              ----
               B             AA              AA/Watch Neg  
               C             A-              A-/Watch Neg  
               E-1           BB-             BB-/Watch Neg  
               E-2           BB-             BB-/Watch Neg  

                   Crown City CDO 2005-2 Ltd.

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

                            ELM B.V.
                           Series 87

                                    Rating
                                    ------
               Class          To              From
               -----          --              ----
               Tranche        BBB+/Watch Neg  BBB+

                            ELM B.V.
                           Series 89

                                     Rating
                                     ------
               Class          To              From
               -----          --              ----
               SecdCrL        BBB+/Watch Neg  BBB+

                           Herald Ltd.
                            Series 15

                                     Rating
                                     ------
               Class           To              From
               -----           --              ----
               Tranche B       NR              AA

                          Herald Ltd.
            Series 21 – Oak Canyon Funding Tranche B

                                     Rating
                                     ------
          Class                 To              From
          -----                 --              ----
          Oak Canyon            NR              AAA

            High Grade Structured Credit 2004-1 Ltd.

                                     Rating
                                     ------
          Class                 To              From
          -----                 --              ----
          E                     A               A/Watch Neg

          IDAHO TIERS Credit-Linked Trust Certificates
                          Series 2004-8

                                     Rating
                                     ------
          Class                 To              From
          -----                 --              ----
          A-2                   A+/Watch Pos    A+

                       Jupiter Finance Ltd.
                         Series 2007-002

                                      Rating
                                      ------
          Class                 To                 From
          -----                 --                 ----
          Port CrLkd            AAA/Watch Neg      AAA

                      Kenmare 2005-I Ltd.

                                      Rating
                                      ------
          Class                 To                 From
          -----                 --                 ----
          Notes                 A-/Watch Neg       A-

              Kiawah (New York) Trust Series 2007-1

                                      Rating
                                      ------
          Class                 To              From
          -----                 --              -----
          Notes                 AA/Watch Neg    AA

                      Lunar Funding I Ltd.
                            Series 9

                                      Rating
                                      ------
          Class                 To                From
          -----                 --                ----
          A-1                   NR                AAA

                        Maple 2004-1789

                                      Rating
                                      ------
          Class                 To                From
          -----                 --                ----
          Tranche C             AA                AA/Watch Neg

                    Momentum CDO (Europe) Ltd.
                           Series 2007-1

                                      Rating
                                      ------
          Class                 To                From
          -----                 --                ----
          2007-1                BBB/Watch Neg     BBB

                    Morgan Stanley ACES SPC
                          Series 2005-15

                                      Rating
                                      ------
          Class                 To              From
          -----                 --              ----
          II Sec                AA/Watch Pos    AA
          III A                 A/Watch Pos     A
          III B                 A/Watch Pos     A

                    Morgan Stanley ACES SPC
                         Series 2005-16

                                      Rating
                                      ------
          Class                 To              From
          -----                 --              ----
          Ser2005               A-/Watch Pos    A-

                    Morgan Stanley ACES SPC
                         Series 2005-18

                                      Rating
                                      ------
          Class                 To              From
          -----                 --              ----
          SFRN                  AA/Watch Pos    AA

                     Morgan Stanley ACES SPC
                          Series 2005-21

                                 Rating
                                 ------
                Class       To            From
                -----       --            ----
                A           AA+           AA+/Watch Neg
                IA          AA-           AA-/Watch Neg  
                IB          AA-           AA-/Watch Neg
                IC          AA-           AA-/Watch Neg  
                II          BBB+          BBB+/Watch Neg  

                     Morgan Stanley ACES SPC
                          Series 2006-11

                                  Rating
                                  ------
                 Class        To          From
                 -----        --          ----
                 A            AA+         AA+/Watch Neg

                    Morgan Stanley ACES SPC
                        Series 2006-12

                                   Rating
                                   ------
               Class          To            From
               -----          --            ----
               I              A-            A-/Watch Neg

                    Morgan Stanley ACES SPC
                         Series 2006-15

                                  Rating
                                  ------
                  Class        To        From
                  -----        --        ----
                  IIA          AA        AA/Watch Neg
                  IIB          AA        AA/Watch Neg

                    Morgan Stanley ACES SPC
                        Series 2006-22

                                   Rating
                                   ------
                Class         To            From
                -----         --            ----
                II            A-/Watch Neg  A-

                     Morgan Stanley ACES SPC
                          Series 2006-27

                                   Rating
                                   ------
                Class         To            From
                -----         --            ----
                A             AA            AA/Watch Neg

                   Morgan Stanley ACES SPC
                       Series 2006-37

                                   Rating
                                   ------
                Class         To            From
                -----         --            ----
                II            BBB+          BBB+/Watch Neg  

                     Morgan Stanley ACES SPC
                          Series 2007-8

                                   Rating
                                   ------
               Class         To              From
               -----         --              ----
               IIA           AA-/Watch Neg   AA-

                    Morgan Stanley ACES SPC
                        Series 2007-13

                                   Rating
                                   ------
                  Class        To          From
                  -----        --          ----
                  IIA          AAA         AA+
                  IIB          AAA         AA+
                  IIIA         AA          AA-
                  IIIB         AA          AA-

                 Morgan Stanley Managed ACES SPC
                          Series 2007-10

                                  Rating
                                  ------
              Class        To                From
              -----        --                ----
              IIIA         AA/Watch Pos      AA

                 Morgan Stanley Managed ACES SPC
                         Series 2007-15

                                  Rating
                                  ------
              Class        To                From
              -----        --                ----
              IIA          AA/Watch Pos      AA

                Omega Capital Investments PLC
                            Series 19

                                  Rating
                                  ------
                Class       To              From
                -----       --              ----
                B-1E        AA/Watch Pos    AA
                B-1U        AA/Watch Pos    AA
                C-1E        A/Watch Pos     A
                C-1U        A/Watch Pos     A

                Omega Capital Investments II PLC
                             Series 31

                                  Rating
                                  ------
                Class       To              From
                -----       --              ----
                B-1A        AA/Watch Pos    AA
                B-1U        AA/Watch Pos    AA
                B-2J        AA/Watch Pos    AA
                C-1E        A/Watch Pos     A
                C-1U        A/Watch Pos     A
                C-1J        A/Watch Pos     A
                D-1E        BBB/Watch Pos   BBB
                D-1U        BBB/Watch Pos   BBB
                D-1J        BBB/Watch Pos   BBB

                       Pallas IV CDO Ltd.

                                 Rating
                                 ------
                Class       To              From
                -----       --              ----
                Fltg Rt Nt  AA/Watch Pos    AA

                      PARCS Master Trust
                 Series 2007-6 Calvados Units

                                  Rating
                                  ------
              Class          To              From
              -----          --              ----
              Trust units    A/Watch Neg     A

                     Prelude Europe CDO Ltd.
                         Series 2006-1

                                  Rating
                                  ------
              Class         To              From
              -----         --              ----         
              Notes         A-              A-/Watch Neg

                            SPGS SPC
                         Series 2006-I

                                Rating
                                ------
                Class      To              From
                -----      --              ----
                Notes      AAA/Watch Neg   AAA

             Steers Credit Linked Trust, ML Tranche

                                 Rating
                                 ------
                Class      To              From
                -----      --              ----
                Sing Tran  BBB-/Watch Pos  BBB-

                   Strata Trust, Series 2006-2

                                  Rating
                                  ------
                Class      To              From
                -----      --              ----
                Notes      AA/Watch Neg    AA

                      STRATA 2006-36 Ltd.

                                  Rating
                                  ------
                Class      To              From
                -----      --              ----
                Notes      AA/Watch Pos    AA

                       Terra CDO SPC Ltd.
                         Series 2007-1

                                  Rating
                                  ------
                Class       To              From
                -----       --              ----
                A1          AA-             AA-/Watch Neg

                           Tribune Ltd.
              Series 14 - Maple 2004-66 Tranche D

                                  Rating
                                  ------
                Class        To              From
                -----        --              ----
                D            NR              A-

                             Tribune Ltd.
            Series 18 – Maple 2004-1789 Tranche D1

                                    Rating
                                    ------
                   Class          To       From
                   -----          --       ----
                   Tranche D1     AA       AA/Watch Neg

                            Tribune Ltd.
             Series 19 – Maple 2004-1789 Tranche D2

                                   Rating
                                   ------
                  Class         To        From
                  -----         --        ----
                  Tranche D2    A-        A-/Watch Neg


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

In Re Lawrence E. Ross
   Bankr. E.D. Ark. Case No. 07-15448
      Chapter 11 Petition filed October 2, 2007
         See http://bankrupt.com/misc/areb07-15448.pdf

In Re William Hunter Phillips
   Bankr. S.D. Ala. Case No. 07-12829
      Chapter 11 Petition filed October 3, 2007
         See http://bankrupt.com/misc/alsb07-12829.pdf

In Re Arizona Fine Properties, L.L.C.
   Bankr. D. Ariz. Case No. 07-05087
      Chapter 11 Petition filed October 3, 2007
         See http://bankrupt.com/misc/azb07-05087.pdf

In Re Pavelic Holdings L.L.C.
   Bankr. C.D. Calif. Case No. 07-18755
      Chapter 11 Petition filed October 3, 2007
         See http://bankrupt.com/misc/cacb07-18755.pdf

In Re Rent & Buy, Rente & Compre, Inc.
   Bankr. C.D. Calif. Case No. 07-18785
      Chapter 11 Petition filed October 3, 2007
         See http://bankrupt.com/misc/cacb07-18785.pdf

In Re Ali Shahryarinejad
   Bankr. C.D. Calif. Case No. 07-13702
      Chapter 11 Petition filed October 3, 2007
         Filed as Pro Se

In Re Preston Leon Howard
   Bankr. D. S.C. Case No. 07-05413
      Chapter 11 Petition filed October 3, 2007
         See http://bankrupt.com/misc/scb07-05413.pdf

In Re Steven Lee Colvert
   Bankr. M.D. Tenn. Case No. 07-07281
      Chapter 11 Petition filed October 3, 2007
         See http://bankrupt.com/misc/tnmb07-07281.pdf

In Re Real Estate Short Sales, Inc.
   Bankr. C.D. Calif. Case No. 07-18838
      Chapter 11 Petition filed October 4, 2007
         See http://bankrupt.com/misc/cacb07-18838.pdf

In Re R.D.S. Venture, Inc.
   Bankr. S.D. Fla. Case No. 07-18325
      Chapter 11 Petition filed October 4, 2007
         See http://bankrupt.com/misc/flsb07-18325.pdf

In Re Hoop Zone, L.L.C.
   Bankr. D. N.J. Case No. 07-24404
      Chapter 11 Petition filed October 4, 2007
         See http://bankrupt.com/misc/njb07-24404.pdf

In Re Tim Keeler Transport, Inc.
   Bankr. E.D. Penn. Case No. 07-15851
      Chapter 11 Petition filed October 4, 2007
         See http://bankrupt.com/misc/paeb07-15851.pdf

In Re Alexander Gigliotti
   Bankr. E.D. Penn. Case No. 07-21727
      Chapter 11 Petition filed October 4, 2007
         See http://bankrupt.com/misc/paeb07-21727.pdf

In Re Gigliotti Iron Works, Inc.
   Bankr. E.D. Penn. Case No. 07-21728
      Chapter 11 Petition filed October 4, 2007
         See http://bankrupt.com/misc/paeb07-21728.pdf

In Re Z.&B. Installations, Inc.
   Bankr. M.D. Penn. Case No. 07-03153
      Chapter 11 Petition filed October 4, 2007
         See http://bankrupt.com/misc/pamb07-03153.pdf

In Re Marilyn S. Carson
   Bankr. M.D. Penn. Case No. 07-52594
      Chapter 11 Petition filed October 4, 2007
         See http://bankrupt.com/misc/pamb07-52594.pdf

In Re Ralph J. Tullo, M.D., P.A.
   Bankr. M.D. Fla. Case No. 07-04772
      Chapter 11 Petition filed October 4, 2007
         Filed as Pro Se

In Re Sandra Kay Banks
   Bankr. C.D. Calif. Case No. 07-18846
      Chapter 11 Petition filed October 4, 2007
         Filed as Pro Se

In Re Bartholomew Andrew Butler
   Bankr. D. Md. Case No. 07-19739
      Chapter 11 Petition filed October 4, 2007
         Filed as Pro Se

In Re Martin Trieu Tan
   Bankr. D. Mass. Case No. 07-16323
      Chapter 11 Petition filed October 4, 2007
         Filed as Pro Se

In Re Toys by Troy, L.L.C.
   Bankr. D. Ariz. Case No. 07-05156
      Chapter 11 Petition filed October 5, 2007
         See http://bankrupt.com/misc/azb07-05156.pdf

In Re North Star Electric
   Bankr. S.D. Ind. Case No. 07-09797
      Chapter 11 Petition filed October 5, 2007
         See http://bankrupt.com/misc/insb07-09797.pdf

In Re Cereise White Snyder
   Bankr. E.D. Ky. Case No. 07-30440
      Chapter 11 Petition filed October 5, 2007
         See http://bankrupt.com/misc/kyeb07-30440.pdf

In Re Mariner Excavation Services, L.L.C.
   Bankr. D. Md. Case No. 07-19803
      Chapter 11 Petition filed October 5, 2007
         See http://bankrupt.com/misc/mdb07-19803.pdf

In Re Quicktruss, Inc.
   Bankr. D. N.M. Case No. 07-12477
      Chapter 11 Petition filed October 5, 2007
         See http://bankrupt.com/misc/nmb07-12477.pdf

In Re Edwin L. Nicholas
   Bankr. N.D. Ohio Case No. 07-17551
      Chapter 11 Petition filed October 5, 2007
         See http://bankrupt.com/misc/ohnb07-17551.pdf

In Re Linda Ann Schofield
   Bankr. D. Utah Case No. 07-24730
      Chapter 11 Petition filed October 5, 2007
         Filed as Pro Se

In Re Beverly Lynn Trucking, Inc.
   Bankr. S.D. W.V. Case No. 07-50268
      Chapter 11 Petition filed October 5, 2007
         See http://bankrupt.com/misc/wv07-50268.pdf

In Re Second Fitness, L.L.C.
   Bankr. N.D. Ind. Case No. 07-12853
      Chapter 11 Petition filed October 8, 2007
         See http://bankrupt.com/misc/innb07-12853.pdf

In Re Unity Mortgage & Financial Services, Inc.
   Bankr. N.D. Ind. Case No. 07-22733
      Chapter 11 Petition filed October 8, 2007
         See http://bankrupt.com/misc/innb07-22733.pdf

In Re Daniel Earl Gatewood
   Bankr. S.D. Ind. Case No. 07-09818
      Chapter 11 Petition filed October 8, 2007
         See http://bankrupt.com/misc/insb07-09818.pdf

In Re "R" Wheels, Inc.
   Bankr. W.D. Mo. Case No. 07-43523
      Chapter 11 Petition filed October 8, 2007
         See http://bankrupt.com/misc/mowb07-43523.pdf

In Re Cathleen L. Scott
   Bankr. W.D. Penn. Case No. 07-26343
      Chapter 11 Petition filed October 8, 2007
         See http://bankrupt.com/misc/pawb07-26343.pdf

In Re Tennessee Automotive Group, L.L.C.
   Bankr. M.D. Tenn. Case No. 07-07353
      Chapter 11 Petition filed October 8, 2007
         See http://bankrupt.com/misc/tnmb07-07353.pdf

In Re David B. Rivkin
   Bankr. M.D. Tenn. Case No. 07-07376
      Chapter 11 Petition filed October 8, 2007
         See http://bankrupt.com/misc/tnmb07-07376.pdf

In Re David M. Kortan
   Bankr. N.D. Ill. Case No. 07-18547
      Chapter 11 Petition filed October 9, 2007
         See http://bankrupt.com/misc/ilnb07-18547.pdf

In Re Full Moon Bistro, L.L.C.
   Bankr. W.D. La. Case No. 07-12713
      Chapter 11 Petition filed October 9, 2007
         See http://bankrupt.com/misc/lawb07-12713.pdf

In Re Randolph Alfred Gamel
   Bankr. W.D. Miss. Case No. 07-61461
      Chapter 11 Petition filed October 9, 2007
         See http://bankrupt.com/misc/mowb07-61461.pdf

In Re Teddy Lee Burns
   Bankr. E.D. N.C. Case No. 07-03777
      Chapter 11 Petition filed October 9, 2007
         Filed as Pro Se

In Re (C.C.G.) Capital Consortium Group
   Bankr. D. S.C. Case No. 07-05542
      Chapter 11 Petition filed October 9, 2007
         Filed as Pro Se

                             *********

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 ***