TCR_Public/071015.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, October 15, 2007, Vol. 11, No. 244

                             Headlines

ABACUS 2006-10: S&P Puts Low-B Ratings on Two Note Classes
AFC ENTERPRISES: Names Cheryl A. Bachelder as CEO and President
ALLEGHENY ENERGY: Unit To Refinance $215 Million Bonds
AMCAN CASTINGS: Hamilton Plant's Workers Want Pension Protected
AMERICAN HOME: Proposed Protocol on Construction Loan Sale OK'd

AMERICAN HOME: Wants December 28 Set as General Claims Bar Date
AUTRY CONSTRUCTION: Case Summary & 5 Largest Unsecured Creditors
AXON FINANCIAL: S&P Lowers Rating on Sub. Mezzanine Notes to B
BRODER BROS: Moody's Cuts Ratings and Says Outlook is Negative
BOMBAY CO: Gordon Brothers and Hilco Merchant's Joint Bid Wins

CAITHNESS COSO: Extends Pricing Determination Date to Oct. 25
CENTEX CORP: Moody's Places Corporate Family Rating at Ba1
CITYSCAPE HOME: S&P Affirms 'BB' Rating on Class  B-1F Certs.
COEBILT INC: Voluntary Chapter 11 Case Summary
COLLINS & AIKMAN: Closes Sale of Soft Trim Division to IAC NA

COMMERCIAL MORTGAGE: S&P Puts Low-B Ratings on Six Cert. Classes
CONGOLEUM CORP: June 30 Balance Sheet Upside-Down by $46.1 Million
COMPLETE COMMS: Court Approves $1.5 Million Dynex DIP Facility
CORNELL COS: Increases Senior Secured Credit Facility to $100 Mil.
COUNTRYWIDE FINANCIAL: Mortgage Loan Fundings Down by 44%

D&L CONTRACTORS: Case Summary & 20 Largest Unsecured Creditors
DANA CORP: Amends Centerbridge Capital Investment Agreement
EDS CORP: Former Mexican Pres., Dr. Ernesto Zedillo Joins Board
ERNESTO DIAZ: Case Summary & 14 Largest Unsecured Creditors
FIRST MAGNUS: Section 341(a) Meeting Slated for November 1

FIRST MAGNUS: Can Sell Construction Loans & Real Assets for $5.7MM
FIRST MAGNUS: Committee Selects Gust Rosenfeld as Local Counsel
FIRST MAGNUS: Court Orders Bank of AZ to Return $533,808 Funds
FOXTONS NORTH AMERICA: Organizational Meeting Set on October 23
GREAT CIRCLE: Committee Taps Weiland Golden as Bankruptcy Counsel

HARRY GORMAN: Case Summary & 18 Largest Unsecured Creditors
HOLOGIC INC: ISS Urges Stockholders to Vote "FOR" Cytyc Merger
IMAX CORPORATION: Catalyst Fund Withdraws New York Lawsuit
JOHN CLARKE: Case Summary & 14 Largest Unsecured Creditors
JOYCE DON: Voluntary Chapter 11 Case Summary

KB HOME: CFO and EVP Domenico Cecere to Retire in May 2008
LENNAR CORPORATION: Moody's Places Corporate Family Rating at Ba1
LEVI STRAUSS: Satisfies Terms on $525 Mil. Senior Notes Offering
LITTLE ROCK: S&P Assigns Default Rating on 2004B Bonds
LSI CORP: Low Profitability Prompts S&P to Hold 'BB' Rating

LYDRIS MANAGEMENT: Case Summary & 8 Largest Unsecured Creditors
MAAX HOLDINGS: Aug. 31 Balance Sheet Upside-Down by $104 Million
MARKWEST ENERGY: Earns $8.3 Million in Quarter Ended June 30
MORGAN STANLEY: S&P Lowers Rating on Class M Certificates to BB
MRS. FIELDS: Weak Cash Flow Prompts Moody's to Junk Ratings

NEFF CORP: Moody's Shifts Outlook to Negative on Weak Performance
NELNET INC: Earns $14.8 Million in Second Quarter Ended June 30
NEW RIVER: Court Confirms Chapter 11 Liquidation Plan
NEWPARK RESOURCES: Earns $5.3 Million in Quarter Ended June 30
OASYS MOBILE: Emerges from Chapter 11, Plan effective Oct. 12

OCCMEDS BILLING: Case Summary & 20 Largest Unsecured Creditors
OPFM INC: Judge Issues Temporary Injunction on Mortgage Bills
OPFM INC: Court Okays Duane Morris as Chapter 7 Trustee's Counsel
OPTION ONE: S&P Takes Rating Actions on 113 Certificate Classes
PAINCARE HOLDINGS: Reports Completion of Restructuring Initiatives

PAINCARE HOLDINGS: Posts $59.2 Mil. Net Loss in Qtr. Ended June 30
PIERRE FOODS: S&P Holds 'B' Rating on Credit Facility Amendment
POCKET VALLEY: Case Summary and 18 Largest Unsecured Creditors
POCKET VALLEY: Organizational Meeting Scheduled on October 23
POINT THERAPEUTICS: Inks Merger Agreement with DARA BioSciences

PULTE HOMES: Moody's Puts Corporate Family Rating at Ba1
QUALITY HOME: Committee Wants FTI Consulting as Financial Advisor
REMY INT'L: Bankruptcy Filing Cues Moody's to Withdraw Ratings
REMY INTERNATIONAL: S&P Assigns Default Rating on $125MM Notes
REMY WORLDWIDE: Can Use Cash Collateral for Debt Payment

REMY WORLDWIDE: Gets Interim Court Nod on $160MM DIP Financing
RUTH POCIUS: Voluntary Chapter 11 Case Summary
TELLURIDE ENTERPRISES: Case Summary & 22 Largest Creditors
THAXTON GRP: Ends Proposed Asset Sale as Buyer Fails to Close Deal
WACHOVIA BANK: S&P Affirms Ratings on 16 Certificate Classes

* Moody's Downgrades Ratings on $33.4 Billion Subprime RMBS

* Ulmer & Berne Names Lori A. Pittman as Real Estate Associate

* BOND PRICING: For the Week of Oct. 9 – Oct. 12, 2007

                             *********

ABACUS 2006-10: S&P Puts Low-B Ratings on Two Note Classes
----------------------------------------------------------
Standard & Poor's Ratings Services published its ratings on Abacus
2006-10 Ltd.'s $511.168 million notes.
     
The ratings were assigned March 21, 2006, but are being released
due to an inadvertent error that caused the ratings to be omitted
from S&P's database.
   
   
                        Ratings Assigned
                       Abacus 2006-10 Ltd.
   
              Class      Amount            Rating
              -----      ------            ------
              A         $300,000,000       AAA
              B          $37,500,000       AA+
              C          $31,500,000       AA
              D          $28,125,000       AA-
              E          $18,750,000       A+
              F          $18,750,000       A
              G          $10,500,000       A-
              H           $9,063,000       BBB+
              J          $12,500,000       BBB   
              K          $12,500,000       BBB-
              L          $31,980,000       BB   
              M                    *       B+
   

*The current notional amount for class M is $0.  The maximum
issuance amount is $22.500 million.


AFC ENTERPRISES: Names Cheryl A. Bachelder as CEO and President
---------------------------------------------------------------
Cheryl A. Bachelder was named chief executive officer of AFC
Enterprises Inc. and president of its Popeyes(R) Chicken &
Biscuits' brand.  Ms. Bachelder, a member of the AFC board
of directors will replace Frederick B. Beilstein, who held the
position on an interim basis.

In her new role, Ms. Bachelder, 51, will be responsible for
leading day-to-day domestic and international operations for AFC
and Popeyes.
    
"Cheryl is ideally suited to lead AFC and Popeyes," said Frank
Belatti, AFC Enterprises chairman of the board.  "She is a highly
regarded leader with a wealth of strategic and operational
experience, and an impressive record of accomplishment from having
held leadership positions at some of our industry's most
recognizable companies.  Cheryl has been an
active member of our board for the last year, has a passion for
the Popeyes business, and is committed to building strong
relationships with our franchisees.  We are very excited to
welcome her to the AFC executive team.  We have great confidence
in her ability to lead the company into the
future."
    
"I am delighted to join this talented management team to build a
great future for the Popeyes brand, our employees, all Popeyes
restaurant franchise owners, and those who invest in our success,"
Ms. Bachelder said.  "In my year on the board, I have seen first
hand the potential of this company, and I look forward to leading
the organization towards that destination."
    
Ms. Bachelder joins AFC with extensive experience in brand-
building, operations and public-company management. Her recent
focus has been board service at AFC Enterprises since November
2006 and at True Value Corporation since July 2006.

>From 2001 to 2003, she was the president and chief concept officer
for KFC Corporation in Louisville, Kentucky.  While at KFC, she
was responsible for leading their U.S. restaurants, including
operations and all other functional areas of the business.
    
>From 1995 to 2000, Ms. Bachelder served as vice president,
marketing and product development for Domino's Pizza Inc. During
her tenure, she was the brand architect responsible for
contemporizing the restaurant chain during which time the chain
saw steady same-store sales growth for five years across all
units.
    
Prior to her restaurant experience, Ms. Bachelder served as
general manager of the LifeSavers Division of RJR Nabisco.  Her
early career years included brand management roles at The Gillette
Company and The Procter & Gamble Company.
    
Ms. Bachelder holds a Bachelor's of Science degree in Business
Administration and a Master's of Business Administration in
Finance and Marketing from the Kelley School of Business at
Indiana University.
    
                   About AFC Enterprises Inc.

Headquartered in Atlanta, Georgia, AFC Enterprises Inc. --
http://www.afce.com/-- owns, operates and franchises Popeyes   
Chicken & Biscuits quick service restaurants.  As of July 15,
2007, AFC owned and operated 61 restaurants and franchised 1,817
restaurants in 44 states, the District of Columbia, Puerto Rico,
Guam and 23 foreign countries.  The Popeyes concept features a New
Orleans Cajun-style menu, with regional items such as spicy fried
chicken pieces, chicken sandwiches and strips, fried shrimp,
jambalaya and red beans & rice.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2007,
Moody's Investors Service changed AFC Enterprises Inc.'s  rating
outlook to stable from positive.  Concurrently, Moody's affirmed
all the debt ratings of AFC, including its B1 corporate family
rating and probability of default rating at B2, while upgrading
the senior secured credit facilities rating to Ba3 from B1.


ALLEGHENY ENERGY: Unit To Refinance $215 Million Bonds
------------------------------------------------------
Allegheny Energy Inc.'s subsidiary, Allegheny Energy Supply
Company LLC, will refinance $89.5 million of tax exempt pollution
control bonds maturing Nov. 1, 2007, and $126 million of tax
exempt pollution control and solid waste disposal bonds that are
currently redeemable.

The weighted average interest rate of the new tax exempt bonds is
5.34% with a 30-year maturity.   Allegheny expects to complete the
bond issuance on Oct. 22, 2007.

Headquartered in Greensburg, Pennsylvania, Allegheny Energy Supply
Company LLC -- http://www.alleghenyenergysupply.com/-- is the  
power production business segment of Allegheny Energy (NYSE:AYE)
-- http://www.alleghenyenergy.com/-- which owns and operates 21  
fossil-fueled and hydroelectric power plants, but about 95% of its
power is generated by coal.  Allegheny Energy Supply owns and
operates electric generating facilities, and Allegheny Power
delivers low-cost, reliable electric service to customers in
Pennsylvania, West Virginia, Maryland and Virginia.

                       *     *     *

As reported in the Troubled Company Reporter on Sep. 11, 2007,
Moody's Investors Service upgraded the long-term ratings of
Allegheny Energy Inc. (senior unsecured bank facility to Ba1 from
Ba2) and its generation subsidiaries, Allegheny Energy Supply
Corporation LLC (senior unsecured to Ba1 from Ba3) and Allegheny
Generation Company (senior unsecured to Baa3 from Ba3), concluding
a review for possible upgrade that commenced on Aug. 8, 2007.  The
rating outlook for AYE, AYE Supply and AGC is stable.


AMCAN CASTINGS: Hamilton Plant's Workers Want Pension Protected
---------------------------------------------------------------
About 75 members of the United Steelworkers are occupying the
Hamilton operation of Amcan Castings, where company officials said
on Oct. 10, 2007, they would not consider restructuring under the
Companies Creditors Arrangement Act and would instead liquidate
the plant.

"More workers are expected to join us later [today]," said USW
Ontario/Atlantic Director Wayne Fraser, who is in the plant.  "We
are demanding that Amcan provide assurances that our members will
receive adequate severance and that their pensions be protected."

Mr. Fraser said the company had no response when the union raised
these issues following the announcement of the liquidation.

While Amcan has been operating under CCAA protection for nearly a
month, it has not said exactly when it plans to proceed with
liquidation.

"Now that the McGuinty government has been given a majority
mandate, it's time they pulled their heads out of the election
sand and focus on the real issues facing workers," said Mr.
Fraser.  "McGuinty promised during the campaign to provide help to
manufacturing.  It's October 11th and it has to start here and
now.

"Plant closures have become an epidemic in this province.  We will
not allow companies like Amcan to suck every last drop of effort
out of our members just so they can leave with their pockets full.

"We are here for as long as it takes."

There are about 170 Steelworkers at the 10 Hillyard Street plant
and 100 more are currently laid off.

Based in Hamilton, Ontario, Amcan Castings, fka Amcan Consolidated
Technologies is a global supplier of light metal aluminium and
magnesium castings in high pressure permanent mold and sand.  
Typical products include transmission cases, engines and covers,
differential carriers and transfer cases.  The company's customers
are primarily the OEMs.


AMERICAN HOME: Proposed Protocol on Construction Loan Sale OK'd
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved the procedures proposed by American Home Mortgage
Investment Corp. and its debtor-affiliates for the sale of
construction loans and related servicing rights, and construction
loan platform related to their construction loan business.

The Debtors will dispose of their construction loan assets, which
include 575 construction loans with about $341,000,000 in
committed balances and $217,000,000 in outstanding balances, in
accordance with the protocol.

Bids for the construction loan assets are due October 25, 2007,
at 4:00 p.m., Eastern Time.  Should the Debtors receive
"qualified bids" for the assets, they will conduct an auction on
October 29, 2007, at 10:00 a.m. Eastern Time.

The Debtors will serve notice and cure amounts for any assumed
contracts to each non-debtor party on October 9.  Objections to
the cure amounts and the Sale are due on October 24 at 4:00 p.m.

The Court has scheduled a hearing to approve the sale of the
construction loan assets for October 30, 2007 at 10:00 a.m.
Eastern Time.

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: Wants December 28 Set as General Claims Bar Date
---------------------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware to:

   -- establish December 28, 2007 as the general bar date by
      which all entities, other than governmental units, must
      file proofs of claim;

   -- establish February 5, 2008 as the date by which all
      governmental units must file proofs of claim;

   -- establish the date by which proofs of claim relating to the
      Debtors' rejection of executory contracts or unexpired
      leases must be filed; and

   -- approve the form and manner of the notice of the Bar Dates.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, relates that in order for the
Debtors to fully administer their estates and to make
distributions under any Chapter 11 plan confirmed in their cases,
the Debtors must obtain complete and accurate information
regarding the nature, validity and amount of all claims that will
be asserted.

Mr. Patton says that the Debtors anticipate to serve the Bar Date
Notice and a proof of claim form upon all known entities holding
potential prepetition claims within five business days upon
approval of their request.

Mr. Patton notes that a claim of a governmental unit will be
timely if it is filed before 180 days after the date of the order
for relief.

The Debtors anticipate that certain entities may assert claims in
connection with the Debtors' rejection of executory contracts or
unexpired leases, Mr. Patton says.  He notes that the Court has
already authorized the Debtors to reject hundreds of unexpired
real property leases and executory contracts for which no claim
bar date has been established.

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).


AUTRY CONSTRUCTION: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Autry Construction, Inc.
        P.O. Box 1269
        Siloam Springs, AR 72761

Bankruptcy Case No.: 07-73285

Chapter 11 Petition Date: October 11, 2007

Court: Western District of Arkansas (Fayetteville)

Debtor's Counsel: Donald A. Brady, Jr., Esq.
                  Adams, Brady & Jackson, P.L.L.C.
                  216 1/2 East Emma Avenue
                  Springdale, AR 72764
                  Tel: (479) 927-9062
                  Fax: (479) 927-9039

Total Assets: $1,705,200

Total Debts:    $815,693

Debtor's Five Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Deleware County Treasurer                                   9,081
P.O. Box 1080
Jay, OK 74346-1080

McCune Robinson                                             8,330
10 South Steuben
P.O. Box 688
Chanute, KS 66720

Jarred, Gilmore & Phillips                                  3,146
P.A.
1815 South Sante Fe Avenue
P.O. Box 779
Chanute, KS 66720

Betty Cartright                                             1,500

Cheerokee County Tresurer      real estate                  1,942


AXON FINANCIAL: S&P Lowers Rating on Sub. Mezzanine Notes to B
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
subordinated mezzanine note program of Axon Financial Funding LLC
and Axon Financial Funding Ltd., the co-issuers of the structured
investment vehicle.  The rating on the mezzanine note program
remains on CreditWatch with negative implications, where it was
placed Sept. 14, 2007.  The issuer credit rating, and the
commercial paper and medium-term note programs are unaffected by
the mezzanine note downgrade and remain on CreditWatch with
negative implications.
     
The downgrade reflects further pressure on market prices and
realized losses from asset liquidations, which have caused further
deterioration of Axon's net asset value and resulted in a breach
of its restricted funding loss test.  The breach has caused the
vehicle to enter into restricted funding mode.  In addition,
Axon's NAV has fallen below 50%.  However, this is
not an enforcement event for this SIV.  This rating action
addresses the subordinated notes and leaves the senior rating
unchanged. However, there is ongoing review of the senior ratings
and further comment will be made as deemed appropriate.
     
The downgrade follows Standard & Poor's analysis of the vehicle's
ability to pay the subordinated mezzanine capital noteholders and
the current portfolio's level of exposure to the residential
mortgage sector, which has been high relative to other SIVs.  
Standard & Poor's believes the subordinated
mezzanine notes are subject to higher nonpayment risk for several
reasons, including the level of realized losses incurred to date,
the current market prices on the assets as provided by an
independent third-party source, and the maturity profiles of the
SIV's liabilities that are senior to the subordinated mezzanine
notes.
     
S&P analysis partly reflects the assumption that the remaining
assets will need to be sold at an average price close to par to
generate sufficient proceeds to make a full repayment of the
subordinated mezzanine notes, and that the average sale price
realized by the vehicle to date on asset sales would not be
sufficient to meet this level.  The senior liabilities benefit
from the subordination of the unrated capital notes and
outstanding subordinated mezzanine debt.
     
The outstanding amount of Axon's senior debt is approximately
$9.4548 billion and the outstanding amount of its subordinated
mezzanine notes is approximately $890 million.  Currently, Axon is
not failing any liquidity tests.  Axon is using a combination of
liquidity reserves and proceeds from asset liquidations to repay
maturing senior liabilities.
     
Axon is a SIV structure managed by Axon Asset Management Inc.,
which purchases assets, manages the portfolio, and oversees the
issuance of CP and MTNs.  The portfolio is predominantly invested
in structured finance assets, a considerable portion of which is
in U.S. RMBS, CMBS, and CDO securities.
  
  
      Rating Lowered and Remaining on Creditwatch Negative
   
   Axon Financial Funding LLC and Axon Financial Funding Ltd.
    Up to $1.25 billion subordinated mezzanine note program
   
                                    Rating
                           To                   From
                           --                   ----
Sub. mezzanine notes       B/Watch Neg         A+/Watch Neg
   
                     Ratings Outstanding
   
   Axon Financial Funding LLC and Axon Financial Funding Ltd.
    Up to $20 billion European and U.S. CP and MTN programs
   
                                    Rating                   
                                    ------
         Issuer credit rating       AAA/Watch Neg/A-1+  
         CP                         A-1+/Watch Neg
         MTN                        AAA/Watch Neg


BRODER BROS: Moody's Cuts Ratings and Says Outlook is Negative
--------------------------------------------------------------
Moody's Investors Service downgraded Broder Bros., Co.'s corporate
family and probability of default ratings to B3 from B2 and senior
unsecured notes to Caa1 from B3.  The outlook is negative.

The downgrades reflect weakening of credit statistics primarily
driven by declining sales which are resulting from the inability
to attract and retain customers that migrated to competitors after
Broder's private label inventory shortages in 2006.  This,
combined with a volume shortfall resulting from the consolidation
of the company's 17 single brand distribution centers to eight
multi-brand distribution centers, incremental costs associated
with investments in the distribution centers and less than optimal
working capital management, have resulted in ongoing pressure on
operating margins and no free cash flow through the last twelve
months ended June 30, 2007.  Financial leverage is, and is
expected to remain, high (approaching 8 times Moody's adjusted
debt to EBITDA) and EBITDA less capital expenditures is
insufficient to cover interest expense.

While recognizing Broder's continuing efforts to improve inventory
management and cost efficiencies by consolidating distribution
centers, the ratings actions reflect the absence of tolerance for
further sustained margin compression.

The negative outlook for the ratings reflects Moody's expectation
of weaker near term liquidity than originally anticipated.  The
outlook expresses some concern that Broder's liquidity position
may further moderate, resulting in less flexibility and an eroding
cushion for unexpected operating shortfalls.

These ratings were downgraded:

    * Corporate Family Rating to B3 from B2

    * Probability of Default Rating to B3 from B2

    * $225 million Senior Unsecured 11.25% Notes due 10/2010
      to Caa1 (LGD4 69%) from B3 (LGD5, 73%)

Broder Bros., Co., based in Trevose, Pennsylvania, is a leading
distributor of imprintable sportswear and accessories in the U.S.
For the 12 month period ended June 30, 2007, Broder reported
revenues of approximately $940 million.


BOMBAY CO: Gordon Brothers and Hilco Merchant's Joint Bid Wins
--------------------------------------------------------------
The Bombay Company Inc. disclosed that a joint venture of Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC has
submitted the winning bid at the auction for Bombay's business
operations, which contemplates a liquidation of Bombay's U.S.
stores.

In addition, in a transaction arranged by Hilco Consumer Capital,
the Joint Venture, in partnership with Bowring and Benix & Co.,
provides for the continuation of Bombay's Canadian operations
after inventory disposition sales.  The Canadian transaction is an
agreement in principle subject to completion and the results of
the auction are subject to certain conditions including court
approvals in the United States and Canada.

The agreement between Bombay and the Joint Venture will be
submitted to the U.S. Bankruptcy Court for the Northern District
of Texas, Fort Worth Division, and a hearing to consider approval
of the agreement to be held early next week.

In addition, The Bombay Furniture Company of Canada Inc., a wholly
owned subsidiary of Bombay, will seek acceptance of this
successful bid from the Ontario Superior Court of Justice early
next week.

The Joint Venture intends to begin the store closing sales at
Bombay's U.S. stores next week following court approval.  Other
Bombay assets, including its U.S. intellectual property rights and
its real estate assets, are not part of the proposed transaction.

"This is a difficult day for Bombay in the United States, but we
are glad that we have found a solution that will help provide most
of our U.S. employees with continued work through the all-
important holiday season, while also preserving the Bombay name
and continuing the company's successful Canadian operations,"
David B. Stewart, chief executive officer of Bombay, said.  "Over
the coming weeks and months, our U.S.-based employees will work
closely with the Joint Venture to prepare, stock and operate the
stores during the holiday season.  I want to thank all of our
hard-working, dedicated employees who have remained committed to
serving our loyal customers, especially during these most
difficult days."

"Bowring and Benix are excited about this acquisition," Fred
Benitah, chief executive officer of Bowring and Benix, said.
"Bombay represents one of the most respected retail brands in
Canada, and the acquisition of Bombay Canada complements our
existing Bowring and Benix brands, strengthening our position as
Canada's leading home retailers."

"I am pleased and look forward to working with Bombay's
exceptional group of management and employees," Margaret Morrison,
President of Benix, added.

                  About The Bombay Company Inc.

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


CAITHNESS COSO: Extends Pricing Determination Date to Oct. 25
-------------------------------------------------------------
Caithness Coso Funding Corp. has extended the date on
which the pricing for the Notes will be established from
2:00 p.m. New York City time on Oct. 11, 2007, to 2:00 p.m. New
York City time on Oct. 25, 2007, in connection with the company's
tender offers and consent solicitations for its:

   -- $90,000,000 original principal amount of 6.263%
      Subordinated Secured Notes due 2014 (CUSIP Nos. 128017AK6
      and U12295AD0); and

   -- $375,000,000 original principal amount of 5.489% Senior
      Secured Bonds due 2019 (CUSIP Nos. 128017AG5 and
      U12295AC2).

The company has also extended the date the tender offer is
scheduled to expire from 9:00 a.m. New York City time on
Oct. 25, 2007 to 9:00 a.m. New York City time on Nov. 1, 2007.
Each of the Price Determination Date and the Expiration Time may
be further extended by the company.  

The tender offers are subject to the satisfaction of certain
conditions, including the receipt of specified financing, the
consummation of the Acquisitions and certain other customary
conditions.
    
On Oct. 1, 2007, that it had received, pursuant to its tender
offers and consent solicitations for any and all of its
outstanding Notes, the requisite consents to adopt the proposed
amendments and the proposed waivers to the Notes and the
indentures governing the Notes, and the accompanying Consent and
Letter of Transmittal.  

The tender offers and related consent solicitations were conducted
in connection with the agreement between Caithness Energy L.L.C.,
certain owners of Caithness Energy, certain
subsidiaries of Caithness Energy and ArcLight Renewco Holdings,
LLC, dated July 9, 2007, pursuant to which Renewco has agreed to
acquire a one hundred percent (100%) direct ownership interest in
certain affiliates of the company.
    
The company disclosed that as of 5:00 p.m., New York City time,
on Oct. 10, 2007: these principal amount of Notes had been
validly tendered and not withdrawn:

   -- $90,000,000 million original principal amount of the 2014
      Notes; and

   -- $355,000,000 million original principal amount of the
      2019 Bonds.

The company and the trustee have executed supplemental indentures
giving effect to the proposed amendments and the
proposed waivers.  Such supplemental indentures and waivers will
only become operative, however, concurrently with the
Acquisitions, provided that all validly tendered Notes are
accepted for purchase pursuant to the tender offers.
    
The company has retained Citi to act as sole Dealer Manager for
the tender offers and as the Solicitation Agent for the consent
solicitations.  Citi can be contacted at (212) 723-6106 (collect)
or at (800) 558-3745 (toll free).

Global Bondholder Services Corporation is the Information
Agent and Depositary for the tender offers and can be contacted at
(212) 430-3774 (collect) or at (866) 470-4200 (toll free). Copies
of the Offer Documents and other related documents may be obtained
from the Information Agent.

             About Caithness Coso Funding Corp.

Based in New York City, Caithness Coso Funding Corp. is a single-
purpose Delaware corporation formed to finance the business and
operations of Navy I Partnership, BLM Partnership, and Navy II
Partnership.  The company has no material assets, other than the
loans it has made and will make to the Partnerships and certain
accounts created in connection with the offering of the notes, and
does not conduct any business, other than issuing the notes and
making the loans to the partnerships, and activities directly
related thereto.

                          *     *     *

Moody's Investor Services assigned a Ba1 rating on Caithness Coso
Funding Corp.'s subordinate debt.  The outlook is stable.  The
rating was placed in January 2007 and still holds to date.   

Fitch placed the company's subordinate debt at BB+ in January
2007.


CENTEX CORP: Moody's Places Corporate Family Rating at Ba1
----------------------------------------------------------
Moody's Investors Service lowered all of the ratings of Centex
Corporation and assigned the company a corporate family rating of
Ba1.  The ratings were taken off review for downgrade where they
had been placed on August 22, 2007, and the outlook is negative.

The downgrades and negative outlook reflect Moody's concerns:

    1) Extremely weak industry conditions will remain in effect at
       least until 2009, with any sector recovery likely to be
       listless for some time after that.

    2) Actual inventory reduction has fallen well short of, and
       may continue to lag behind, expectations.  For the 12-month
       period ended June 30, 2007, Centex was able to reduce
       actual inventories (after eliminating the effects of
       accounting charges) by only 3.82%.  Recall that the
       industry has always maintained that homebuilders could slam
       on the brakes during a downturn, greatly reduce
       inventories, and turn large negative cash flow generation
       into robustly positive cash flow creation.

    3) As a result of the modest reductions in actual inventory
       levels and the higher-than-normal cancellation rates, cash
       flow generation may remain under pressure going forward.

    4) Because unit home deliveries and revenue generation have
       declined so rapidly, Centex has been bucking stiff
       headwinds in its attempts to cut back controllable expenses
       at close to the same rate.  Even the sizable reduction in
       employee costs taken to date has not precluded the company
       from reporting losses (before impairments) in recent
       quarters.

    5) Centex's owned and controlled lot supply is close to seven
       years, which is at the high end of the industry average
       forward supply.  This makes it likely that land impairment
       and option abandonment charges will continue for the next
       year, further eroding the $1.7 billion of headroom that
       Centex had in its debt leverage covenant as at June 30,
       2007.

At the same time, Centex's ratings acknowledge the company's long
prior history of consistent, steady performance, even through down
cycles, solid market position, widespread geographic, product and
price point diversity, and disciplined approach to everything it
does.

The ratings changes and new assignment are:

    * Ba1 corporate family rating assigned

    * Senior unsecured notes lowered to Ba1 (LGD4, 54%) from Baa2

    * $1.25 billion commercial paper program lowered
      to NP (Not Prime) from Prime-2

Going forward, the outlook could stabilize if the company were to
generate large and consistent cash flow streams and use the cash
both to augment liquidity as well as for significant debt
repayment.  The ratings could be further pressured if the company
returned to generating negative cash flow on a trailing twelve-
month basis, were to incur a sizable pre-impairment loss, or were
to appear unlikely to comply with key bank covenants.

Founded in 1950 and headquartered in Dallas, Texas, Centex
Corporation is one of the nation's leading home building
companies, operating in major U.S. markets in 25 states.  Revenues
and net income for the trailing twelve month period ended June 30,
2007 were approximately $11.2 billion and $(20) million,
respectively.


CITYSCAPE HOME: S&P Affirms 'BB' Rating on Class  B-1F Certs.
-------------------------------------------------------------
Standard Poor's Ratings Services affirmed its ratings on 14
classes of home equity loan pass-through certificates from
Cityscape Home Equity Loan Trust's series 1996-2, 1997-B,
and 1997-C.
     
The affirmations reflect adequate credit support percentages at
the current rating categories.  The performance of all three pools
has remained stable, and monthly net losses have been low and have
not affected the pools.  Credit enhancement for these pools is
provided by subordination, overcollateralization, and excess
interest.  In addition, class A-5 from series 1996-2 is insured by
Financial Security Assurance Inc. (FSA; 'AAA' financial strength
rating), and the 'AAA' rating on this class reflects the financial
strength of FSA.  As of the September 2007 remittance period, the
seasoning of these pools ranged from 123 to 134 months.  These
pools have all paid down to below 3.20% of their respective
original principal balances.
     
As of the September 2007 remittance period, serious delinquencies
(90-plus days, foreclosures, and REOs) for the bond-insured deal
were 22.22% of the current principal balance.  Serious
delinquencies for series 1997-B are 28.12% for loan group 1 and
49.80% for loan group 2 of the respective current
principal balances.  Serious delinquencies for series 1997-C are
29.51% of the current principal balance for loan group 1 and
37.86% for loan group 2.  The relatively high delinquency levels
are due to the low pool factors.
     
All of the transactions are backed by fixed- or adjustable-rate
subprime home equity mortgage loans secured by first and second
liens on owner-occupied, one- to four-family residences.

                        Ratings Affirmed

                Cityscape Home Equity Loan Trust

               Series     Class             Rating
               ------     -----             ------
               1996-2     A-5               AAA
               1997-B     A-6, A-7          AAA
               1997-B     M-1F              AA+
               1997-B     M-2F              A  
               1997-B     M-2A              BBB
               1997-B     B-1F              BB
               1997-C     A-3, A-4, M-1A    AAA
               1997-C     M-1F, M-2A        AA
               1997-C     B-1A              BBB

                    Other Outstanding Rating

                Cityscape Home Equity Loan Trust

                 Series     Class         Rating
                 ------     -----         ------
                 1997-C     M-2F          BBB/Watch Neg


COEBILT INC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Lead Debtor: Coebilt, Inc.
             Attention: Greg Coe
             7819 East Greenway Road, Suite 3
             Scottsdale, AZ 85260

Bankruptcy Case No.: 07-05262

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Gregory P. Coe                             07-05263

Chapter 11 Petition Date: October 11, 2007

Court: District of Arizona (Phoenix)

Debtors' Counsel: D. Lamar Hawkins, Esq.
                  Hebert Schenk, P.C.
                  4742 North 24th Street, Suite 100
                  Phoenix, AZ 85016
                  Tel: (602) 248-8203
                  Fax: (602) 248-8840

Estimated Assets: $1 Million to $100 Million

Estimated Debts: $1 Million to $100 Million

The Debtors did not file lists of their largest unsecured
creditors.


COLLINS & AIKMAN: Closes Sale of Soft Trim Division to IAC NA
-------------------------------------------------------------
Collins & Aikman Corp. completed the sale of its soft trim
division to International Automotive Components Group North
America.

As reported in the Troubled Company Reporter on April 23, 2007,
C&A signed an asset purchase agreement with IAC NA for the sale of
its North American automotive flooring and acoustic components
business.  The Agreement provides for aggregate consideration to
the company of $134 million in cash, plus certain contingent
consideration and certain assumed liabilities.  The Agreement also
provides an opportunity for the Company's senior, secured
prepetition lenders to invest in IAC NA's parent company up to an
aggregate cap of 25% of IAC NA's outstanding stock.

"These strategic acquisitions enable IAC NA to strengthen our
product portfolio, increase our technical competencies and improve
our ability to meet our customers' needs," Jim Kamsickas,
president and CEO of IAC NA, said.  "We look forward to
integrating the talented C&A employees into our organization as we
move forward to further improve our business."

The acquisition of C&A's soft trim division includes sixteen
facilities in North America that manufacture carpeting, molded
flooring products, dash insulators and other related interior
components.  Additionally, the acquisition includes a noise,
vibration and harshness technical center.  The C&A division had
3,900 employees.

"We have been trying to buy these operations ever since C&A filed
for bankruptcy because strategically they give us a major position
in the automotive carpet and acoustics sector and strengthen our
Mexican manufacturing base," IAC NA Chairman Wilbur Ross said.

Headquartered in Troy, Mich., Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtors with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.

On Aug. 30, 2006, the Debtors filed a Joint Chapter 11 Plan and a
Disclosure Statement explaining that plan.  On Dec. 22, 2006, they
filed an Amended Plan and on Jan. 22, 2007, filed a modified
Amended Plan.  On Jan. 25, 2007, the Court approved the adequacy
of the Disclosure Statement.  On July 18, 2007, the Court
confirmed the Debtors' Liquidation Plan.  The Debtors' cases are
set to be closed on Feb. 28, 2008.


COMMERCIAL MORTGAGE: S&P Puts Low-B Ratings on Six Cert. Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Commercial Mortgage Trust 2007-GG11's $2.687 billion
commercial mortgage pass-through certificates series 2007-GG11.
     
The preliminary ratings are based on information as of Oct. 11,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Standard & Poor's
analysis determined that, on a weighted average basis, the pool
has debt service coverage of 1.13x, a beginning LTV of 114.5%, and
an ending LTV of 111.0%.
    
    
                  Preliminary Ratings Assigned
              Commercial Mortgage Trust 2007-GG11
   
     Class        Rating        Amount   Recommended credit
                                              support
     -----        ------        ------    ---------------
     A-1          AAA        $46,000,000      30.000%
     A-2          AAA       $505,344,000      30.000%
     A-3          AAA        $37,355,000      30.000%
     A-AB         AAA        $47,000,000      30.000%
     A-4          AAA       $995,606,000      30.000%
     A-1-A        AAA       $249,774,000      30.000%
     A-M          AAA       $268,726,000      20.000%
     A-J          AAA       $211,622,000      12.125%
     B            AA+        $20,154,000      11.375%
     C            AA         $26,873,000      10.375%
     D            AA-        $20,154,000       9.625%
     E            A+         $33,591,000       8.375%
     F            A          $13,436,000       7.875%
     G            A-         $33,591,000       6.625%
     H            BBB+       $23,513,000       5.750%
     J            BBB        $26,873,000       4.750%
     K            BBB-       $36,950,000       3.375%
     L            BB+         $6,718,000       3.125%
     M            BB         $10,077,000       2.750%
     N            BB-        $10,077,000       2.375%
     O            B+          $6,718,000       2.125%
     P            B           $3,359,000       2.000%
     Q            B-          $6,719,000       1.750%
     S            NR         $47,027,030       0.000%
     XP*          AAA                TBD         N/A
     XC*          AAA     $2,687,257,030         N/A
     R-I          NR                 N/A         N/A
     R-II         NR                 N/A         N/A
    

         *Interest-only class with a notional amount.

                       NR -- Not rated.

                     N/A -- Not applicable.


CONGOLEUM CORP: June 30 Balance Sheet Upside-Down by $46.1 Million
------------------------------------------------------------------
Congoleum Corporation's consolidated balance sheet at June 30,
2007, showed $186.6 million in total assets and $232.7 million in
total liabilities, resulting in a $46.1 million total
stockholders' deficit.

The company reported net income of $835,000 for the second quarter
ended June 30, 2007, versus net income of $626,000 in the second
quarter of 2006.  Sales for the three months ended June 30, 2007,
were $57.5 million, compared with sales of $58.7 million reported
in the second quarter of 2006, a decrease of 2.0%.

Sales for the six months ended June 30, 2007 were $106.9 million,
compared with sales of $116.0 million in the first six months of
2006.  Net income for the six months ended June 30, 2007, was
$484,000, versus net income of $837,000 in the first six months of
2006.

Roger S. Marcus, chairman of the Board, commented, "We experienced
considerable demand weakness during the second quarter, continuing
to the present time.  Current economic conditions are seriously
affecting sales in our three major markets, which are remodel, new
residential housing, and manufactured homes."

"Given this very challenging economic environment, I consider it
positive that we maintained second quarter revenues at close to
year earlier levels, and believe it confirms we are holding our
competitive position.  Our second quarter revenues were helped by
increased selling prices, the continued growth of our Dura product
category, and success of special promotional material we offered
to stimulate demand."

Mr. Marcus continued "Our profits in the second quarter increased
from the second quarter of last year, in spite of slightly lower
sales volume, sharply higher costs for energy and medical
benefits, and lower production volumes over which to spread fixed
manufacturing costs.  This profit performance was the result of
the significant cost reduction steps we took in the first quarter
of this year, which have enabled us to keep our manufacturing
costs level despite lower volume and to reduce overall operating
expenses. "

"These cost reductions will continue to benefit the balance of
2007, and while I do not anticipate any imminent improvement in
market conditions, revenues will be helped by an early
introduction of our 2008 design additions and a major new
product line, which will take place in October.  We have also
increased prices late in the second quarter to pass through higher
raw material costs.  These steps will help our performance in the
second half."

"On the reorganization front, we just received rulings from the
bankruptcy court that we believe will help resolve questions
regarding the appropriate treatment of certain asbestos claims.  
We intend to move forward based on these rulings."

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?243b

                      About Congoleum Corp.

Based in Mercerville, New Jersey, Congoleum Corporation (AMEX:CGM)
-- http://www.congoleum.com/-- manufactures and sells resilient   
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The company filed for
chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago.

Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.
Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP, and Paul S.
Hollander, Esq., and James L. DeLuca, Esq., at Okin, Hollander &
DeLuca, LLP, represent the Debtors.  At March 31 2007, Congoleum
reported $180,091,000 in total assets and $226,990,000 in total
liabilities, resulting in a stockholders' deficit $46,899,000.

The Asbestos Claimants' Committee is represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drydale,
Chtd.  The Bondholders' Committee is represented by Michael S.
Stamer, Esq., and james R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP.  Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represents the Official Committee of Unsecured Creditors.

R Scott Williams, Esq., of Haskell Slaughter Young & Rediker, LLC,
the Court-appointed Futures Claimants Representative, is
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.

American Biltrite, Inc., which owns 55% of Congoleum, is
represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.


COMPLETE COMMS: Court Approves $1.5 Million Dynex DIP Facility
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
approved Complete Communications Services Inc.'s third amended
request to borrow $1.5 million in postpetition financing from
Dynex Capital Inc. and use Dynex's cash collateral on an interim
basis.

Dynex's debtor-in-possession facility has an interest rate of 18%
compounded daily and default rate of 28% per annum.

As adequate protection, Dynex is entitled to a first lien on the
Debtor's postpetition accounts receivable, a second lien on the
Debtor's inventory, and a third lien on the Debtor's furniture,
fixture and equipment.

A review of the Texas Secretary of State's records reveals that
First State Bank of Central Texas has valid secured claim against
the Debtor of about $1 million.  Hence, the Court granted
protection to First State a first lien against the Debtor's non-
factored accounts receivable with an estimated value of
$4.4 million.

                Court Grants First Citizens' Liens

As reported in the Troubled Company Reporter on Sept. 5, 2007, the
Court had permitted the Debtor to use First Citizens' cash
collateral, specifically non-factored accounts receivable, on an
interim basis.  The Court however forbid the Debtor from using
cash proceeds from accounts receivables that have been factored by
First Citizens.

However, the Debtor and First Citizens have been filing adverse
proceedings against each other.  The Debtor questions the validity
of First Citizens' lien while First Citizens' alleges that the
Debtor and its management committed fraud and dishonest conduct.  
First Citizens, the TCR reported Friday, had expressed lack of
confidence in the Debtor and its management and had sought for the
Court's appointment of a chapter 11 trustee.

The Court now directs, as part of the initial proceeds of the DIP
facility, that Dynex reimburse First Citizens the amounts that
First Citizens wire-transferred to the Debtor resulting from the
Court's interim cash collateral order.

In addition, the Court rules that the Debtor may use the cash
collateral from non-factored accounts receivable upon which First
State has a first lien and First Citizens has a second lien.  The  
Debtor is prohibited by the Court to use cash collateral from non-
factored accounts receivable upon which First Citizens has a first
lien.

The Court gave First Citizens a second lien on the Debtor's
furniture, fixture and equipment and postpetition accounts
receivable and a third lien on the Debtor's inventory.

                  About Complete Communications

Round Rock, Texas-based Complete Communications Services Inc., --
http://www.cocomcabling.com/-- through its subsidiary, CoCom  
Cabling Systems, designs, installs, and services fiber-optic and
coaxial cable systems for data and voice networks.  The Debtor
generates gross annual revenues of over $13,000,000 and employs
over 100 people.

The Debtor filed for Chapter 11 bankruptcy protection on Aug. 24,
2007 (Bankr. W.D. Tex. Case No. 07-11549).  Lynn H. Butler, Esq.,
at Brown, McCarroll, L.L.P. acts as the Debtor's counsel.  As of
Aug. 30, 2007, the Debtor had total assets of $15,342,671 and
total liabilities of $12,989,725.  As of Sept. 10, 2007, the
Debtor had generated postpetition accounts receivable of
$1,290,118.


CORNELL COS: Increases Senior Secured Credit Facility to $100 Mil.
------------------------------------------------------------------
Cornell Companies Inc. has amended its existing senior secured
credit facility.  The $100 million senior secured credit facility,
which has a maturity of Dec. 31, 2011, replaces the company's
existing $60 million senior credit facility, which had a maturity
of June 24, 2008.

In addition to being expandable to $150 million, the new facility
favorably modifies certain loan covenants and allows the company
increased flexibility to manage its future growth opportunities.

J.P. Morgan Securities Inc. was lead arranger, and Bank of America
was the syndication agent.  Other banks participating in the
syndicate include Comerica Bank, Wachovia Bank and Guaranty Bank.

This facility will be available for general corporate purposes,
and is intended to fund the development of projects the company
has disclosed in 2007.

"We have a full slate of projects that is expected to drive
additional growth into 2009 and beyond," James E. Hyman, Cornell's
chairman, chief executive officer and president, said.  "With the
recent completion of this phase of our financing activities, we
believe we have the resources in place that provide us the
flexibility to capitalize on these attractive opportunities.  
Additionally, Cornell has demonstrated ongoing access to capital
markets and has continued to improve visibility with new
investors."

                     About Cornell Companies

Based in Houston, Texas, Cornell Companies Inc. (NYSE:CRN) --
http://www.cornellcompanies.com/-- is a private provider of  
corrections, treatment and educational services outsourced by
federal, state and local governmental agencies.  Cornell provides
a diversified portfolio of services for adults and juveniles,
including incarceration and detention, transition from
incarceration, drug and alcohol treatment programs, behavioral
rehabilitation and treatment, and grades 3-12 alternative
education.  As of Dec. 31, 2006, Cornell operated 76 facilities
among the three business lines, representing a total operating
service capacity of 18,356.

                          *     *     *

As reported in the Troubled Company Reporter on July 23, 2007,
Standard & Poor's Ratings Services raised its corporate credit
rating on Cornell Companies Inc. to 'B' from 'B-'.  At the same
time, Standard & Poor's raised its rating on the company's senior
unsecured notes to 'B-' from 'CCC+'.  The ratings were removed
from CreditWatch, where they were placed with positive
implications on May 9, 2007.


COUNTRYWIDE FINANCIAL: Mortgage Loan Fundings Down by 44%
---------------------------------------------------------
Countrywide Financial Corporation reported that mortgage loan
fundings for the month of September 2007 totaled $21 billion, a
44% decline from September 2006.

According to the company, these factors contributed to the
decline:

   -- the average daily mortgage loan application activity for
      September 2007 was $1.7 billion, a 39% decrease from
      September 2006, the mortgage loan pipeline was
      $42 billion at Sept. 30, 2007, as compared to $65 billion
      for the same period last year;

   -- the mortgage loan servicing portfolio continued to grow,
      reaching $1.46 trillion at Sept. 30, 2007, an increase of
      $215 billion from Sept. 30, 2006;

   -- commercial real estate funding volume for the month of
      September 2007 was $242 million, which compares to
      $646 million in September 2006;

   -- banking operations' assets were $101 billion at Sept. 30,
      2007, which compares to $88 billion at Sept. 30, 2006;

   -- securities trading volume in the Capital Markets segment
      of $272 billion for September 2007 was 10% lower when
      compared to the same month last year; and

   -- net earned premiums from the Insurance segment were
      $131 million in September 2007, up 37% from September
      2006.

"September's production volume is reflective of current market
conditions and more restrictive underwriting," David Sambol,
president and chief operating officer, said.  "For the third
quarter of 2007, total mortgage loan production volume declined
27% from the second quarter of 2007 and 19% from the third quarter
last year.  Countrywide's mortgage loan pipeline and average daily
applications declined 39% and 45% from June 2007 to $42 billion
and $1.7 billion for September 2007, illustrating the significant
drop in overall activity throughout the industry."

"The delinquency rate as a percentage of loans serviced continued
to increase in September.  However, we estimate that approximately
40 basis points of the 82 basis point month-over-month increase
was attributable to four fewer business days in September as
opposed to August," Mr. Sambol explained.  "The company is
continuing to take the necessary steps to assist borrowers with
foreclosure avoidance and investors with loss mitigation."

"The integration of loan production with our Bank remains on
track," Mr. Sambol stated.  "During the month of September, 89% of
the company's total loan production was originated through the
Bank, which compares to 31% for September 2006.  Assets in our
Banking Operations surpassed the $100 billion mark at the end of
September, which compares to $90 billion at June 30, 2007."

"The increase was driven by the company's decision to retain more
investment-quality loans in its portfolio," Mr. Sambol continued.  
"Excluding escrows, deposits increased by
$2.1 billion in September 2007 to reach $44 billion.  This
included a net increase in retail deposits of $1.7 billion to
reach $26 billion by month's end.  These net increases were driven
by new retail deposit production of $2.7 billion in September, an
all-time monthly record for the Bank."

            About Countrywide Financial Corporation
    
Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- is a diversified  
financial services provider.  Through its family of companies,
Countrywide originates, purchases, securitizes, sells, and
services prime and nonprime loans; provides loan closing services
such as credit reports, appraisals and flood determinations;
offers banking services which include depository and home loan
products; conducts fixed income securities underwriting and
trading activities; provides property, life and casualty
insurance; and manages a captive mortgage reinsurance company.  At
July 31, 2007, Countrywide employed 61,586 workers, 34,326 of
which originate loans.  The company was founded in 1969.

                      Bankruptcy Speculation

Kenneth Bruce, a Merrill Lynch & Co. analyst in San Francisco,
raised the possibility that Countrywide might need to seek
protection from creditors under chapter 11 in a research report
entitled "Liquidity is the Achilles heel" distributed to Merrill
Lynch clients.  "If liquidations occur in a weak market, then it
is possible for CFC to go bankrupt," Mr. Bruce wrote.   

With $216 billion in assets and $202 billion in liabilities,
Countrywide would be the largest chapter 11 filing in U.S.
history by those measures.

The company however gave banking customers reassurance that their
money was safe.  That company cited that it has assets of more
than $100 billion; has investment-grade ratings from three major
credit rating agencies; and credit woes currently hurting its
lending business won't affect federally insured deposits.

Countrywide also disclosed that it received a $2 billion strategic
equity investment from Bank of America which was completed and
funded Aug. 22, 2007.

In September 2007, Countrywide completed more than 17,000 loan
modifications and is on target to complete nearly 25,000 in
2007, in its ongoing effort to curb foreclosures.


D&L CONTRACTORS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: D.&L. Contractors, Inc.
        11001 Pierson Drive, Suite G
        Fredericksburg, VA 22408-2079

Bankruptcy Case No.: 07-33783

Type of Business: The Debtor is an electrical contractor.

Chapter 11 Petition Date: October 11, 2007

Court: Eastern District of Virginia (Richmond)

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

Estimated Assets:    $100,000 to $1 Million

Estimated Debts: $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Rexel                          Trade debt                $188,662
1049 Prince George's
Boulevard
Upper Marlboro, MD 20774-7428

Electrical Equipment Co.       Trade debt                $102,603
3798 Village Avenue
Norfolk, VA 23502-0000

Communications Specialists,    Trade debt                 $62,629
Inc.
7272 Jackson Avenue
Mechancsville, VA 23111-0000

SimplexGrinnel                 Trade debt                 $58,736

Curtis Engine and Equipment    Trade debt                 $41,060

Unit G, L.L.C.                 Rent                       $41,031

Fidelity Engineering Corp.     Engineering services       $32,059

Heary Brothers Lightning       Trade debt                 $24,820
Protection

Capital Lighting & Supply      Trade debt                 $21,957

Holladay Construction          Trade debt                 $20,000

Bank of America                Credit card                $19,642

Home Depot Credit Services     Credit card                $12,845

Chase                          Credit card                $11,821

Quarles Fuel Network           Fuel                       $11,799

Siemens Building               Trade debt                  $8,246
Technologies, Inc.

Graybar Electric Company,      Trade debt                  $7,043
Inc.

Theros Equipment               Trade debt                  $7,025

N.E.S. Traffic Safety          Equipment rental            $6,769

W.E. Klotz Service Co.         Subcontractor               $6,265

R.A.I. Products                Trade debt                  $3,736


DANA CORP: Amends Centerbridge Capital Investment Agreement
-----------------------------------------------------------
Dana Corporation has entered into an amendment to an investment
agreement it reached with Centerbridge Capital Partners L.P., on
July 26, 2007.  Dana's board of directors has rejected an
alternative investment offer submitted by Appaloosa Management
L.P.
   
The original terms of the Centerbridge investment agreement
provided, for an affiliate of Centerbridge to purchase
$250 million in convertible preferred shares of reorganized Dana
(Series A), and for qualified supporting creditors to have an
opportunity to purchase $500 million in convertible preferred
shares (Series B) on a pro rata basis.

Centerbridge had agreed to purchase up to $250 million of any
Series B shares that were not purchased by the creditors.
    
Among the amendments to the Centerbridge agreement are:
   
   -- A commitment by Centerbridge to fully underwrite the
      purchase of the $500 million of Series B shares of
      reorganized Dana, an increase from the $250 million that
      Centerbridge had agreed to underwrite.
    
   -- Centerbridge's consent to an amendment to Dana's proposed
      plan of reorganization to provide for a cash payment of
      up to $40 million to certain general unsecured creditors
      who are not eligible to purchase Series B shares because
      their individual claims are less than $25 million or they
      are not "qualified institutional investors" as defined in
      U.S. securities laws.
    
   -- Dana's agreement not to solicit or entertain any proposal
      for an investment, transaction, or plan of reorganization
      that would be an alternative to the Centerbridge
      investment and the elimination of Dana's right to
      terminate the Centerbridge investment agreement to accept
      any alternative investment or transaction proposal.
    
The amendment, which is subject to approval by the Bankruptcy
Court for the Southern District of New York, where the company's
Chapter 11 bankruptcy proceeding is pending, is required to be
approved by Nov. 15, 2007.
    
                  Appaloosa Management Proposal
    
In conjunction with the Bankruptcy Court's established procedures
for qualified potential investors interested in exploring
alternative proposals to the Centerbridge investment, Appaloosa
delivered an offer for an alternative investment to Dana and the
Official Committee of Unsecured Creditors on
Sept. 21, 2007.
    
As contemplated by the alternative proposal procedures, Dana's
board of directors reviewed and considered Appaloosa's offer.
After discussions among the parties and the various bankruptcy
constituents, Dana's board rejected Appaloosa's offer.
    
                     About Dana Corporation
    
Based in Toledo, Ohio Dana Corporation -- http://www.dana.com/ --  
designs and manufactures products for every major vehicle producer
in the world, and supplies drivetrain, chassis, structural, and
engine technologies to those companies.  Dana employs 46,000
people in 28 countries.  Dana is focused on being an essential
partner to automotive, commercial, and off-highway vehicle
customers, which collectively produce more than 60 million
vehicles annually.  

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

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

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

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


EDS CORP: Former Mexican Pres., Dr. Ernesto Zedillo Joins Board
---------------------------------------------------------------
Former Mexican President, Dr. Ernesto Zedillo, has been elected to
EDS Corp's board of directors.

Dr. Zedillo, who served as President of Mexico from 1994 to 2000,
is director of the Yale Center for the Study of Globalization.

"Ernesto Zedillo brings a wealth of international experience, both
from his days leading the Mexican government and from his current
work at Yale," Mike Jordan, EDS chairman, said.  "With the global
nature of our operations, we are privileged to have his
experience, perspective and expertise added to our board."

"Among President Zedillo's many contributions to Mexico was his
unflinching devotion to economic reform," Ron Rittenmeyer, EDS
president and CEO, noted.  "Under his leadership, Mexico
experienced its highest five-year gross domestic product growth in
recent history.  His experience as a national leader, economist
and proponent of globalization brings an important perspective to
the company."

Prior to being elected President of Mexico, Dr. Zedillo held
several key positions with the Central Bank of Mexico, including
Deputy Manager of Economic Research, General Director of the trust
fund for the renegotiation of private firms' external debt and,
finally, Deputy Director.  He served in the Mexican national
government from 1987 to 1993 as Undersecretary of the Budget,
Secretary of the Budget and Economic Planning and as Secretary of
Education.

During his presidency, Dr. Zedillo accomplished democratic and
electoral reforms, opening the way for greater political pluralism
in a nation long dominated by a single party.  He also implemented
policies that pulled Mexico out of a financial crisis while
allocating an increasing portion of the federal budget for social
programs.

Since leaving office in 2000, Dr. Zedillo has remained a voice on
globalization and has served on a number of international panels
and committees promoting international trade and economic
development.

Dr. Zedillo is a member of the trilateral commission, the
international advisory board of the council on foreign relations
and the board of directors of the Institute for International
Economics.

A graduate of the Advanced School of Economics of the Instituto
PolitAccnico Nacional in Mexico, Dr. Zedillo earned both master's
and Ph.D. degrees in economics from Yale University. He is the
recipient of Honorary Doctor of Laws degrees from Yale and
Harvard, and Honorary Doctorate of Humane Letters from the
University of Miami and an Honorary Degree from the University of
Massachusetts Amherst.  Among his numerous honors and awards, Dr.
Zedillo is the recipient of the Franklin D. Roosevelt Freedom from
Fear Award.

Dr. Zedillo's term begins on October 17.

                          About EDS Corp.

Based in Plano, Texas, Electronic Data System Corp. (NYSE: EDS) --
http://www.eds.com/-- is a global technology services company  
delivering business solutions to its clients.  EDS founded the
information technology outsourcing industry more than 40 years
ago.  EDS delivers a broad portfolio of information technology and
business process outsourcing services to clients in the
manufacturing, financial services, healthcare, communications,
energy, transportation, and consumer and retail industries and to
governments around the world.

                          *     *     *

Moody's placed EDS Corp.'s senior unsecured debt rating at 'Ba1'
in July 2004, and its probability of default rating at 'Ba1' in
September 2006.  The outlook is positive.  The ratings still hold
to date.


ERNESTO DIAZ: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Ernesto Diaz
        dba Valley Diaz Construction and Development
        fdba Valley Diaz Barba construction
        fdba Diaz and Sons, Inc
        419 Banning
        Vallejo, CA 94591

Bankruptcy Case No.: 07-28426

Type of business: The Debtor provides engineering services.

Chapter 11 Petition Date: October 10, 2007

Court: Eastern District of California (Sacramento)

Debtor's Counsel: Timothy J. Walsh, Esq.
                  1319 Travis Boulevard
                  Fairfield, CA 94533
                  Tel: (707) 429-1990

Total Assets: $6,823,620

Total Debts:  $4,927,628

Debtor's 14 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Capital Finance                real estate:            $1,754,601
c/o Richard Morris             value of security:
589 Tahoe Keys,                1,250,000
Block 87
South Lake Tahoe, CA 96150

Internal Revenue Service       income tax                $794,000
Insolvency Unit
P.O. Box 21126
Philadelphia, PA 19114

Augustina & Santos Diaz                                  $250,000
306 Winchester Street
Vallejo, CA 94590

Franchise Tax Board            state income tax          $185,000

Javier Reynoco                                           $150,000

Cooper White & Cooper Law      professional services      $95,961
Offices

Solano County Tax Collector    real estate; value of      $52,806
                               security: $1,250,000;
                               value of senior lien:
                               $1,754,601

Ethos Real Estate Alliance     professional services      $37,000

Tamela Stanton                                            $25,000

Jones, Henle & Schunck         professional services      $20,000

Candido & Maria Diaz                                      $15,000

Foley, McIntosh, Frey &        professional services      $12,500
Claytor

Mega Partnership               construction services      $10,000

Bobbie Allen                                               $3,500


FIRST MAGNUS: Section 341(a) Meeting Slated for November 1
----------------------------------------------------------
Ilene J. Lashinsky, the United States Trustee for Region 14, will
convene a meeting of First Magnus Financial Corporation's
creditors at 12:00 p.m., on Nov. 1, 2007, at the U.S. Trustee
Meeting Room, 230 N. First Avenue, Suite 205, Second floor
Conference Room in Phoenix, Arizona.

This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.  All creditors are invited,
but not required, to attend.

This Meeting of Creditors offers an opportunity for creditors to
question a responsible office of the Debtor under oath about the
company's financial affairs and operations that would be of
interest to the general body of creditors.

                        About First Magnus

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

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


FIRST MAGNUS: Can Sell Construction Loans & Real Assets for $5.7MM
------------------------------------------------------------------
The Honorable Judge Marlar for the U.S. Bankruptcy Court for the
District of Arizona authorized First Magnus Financial Corporation
to sell its construction loans and real estate assets for
$5,723,850, to Summit Investment Management LLC, pursuant to an  
asset purchase agreement dated Sept. 13, 2007.   

Summit initially offered $6,413,000 for the assets, however, it
had been reduced after a five real estate parcels were excluded
from the sale, as a creditor had a claim on those parcels.  The
purchased assets, which include 29 real properties spread in 17
states and a package of 18 construction loans, were auctioned but
only Summit bid for them.  Moreover, the bid offered by Summit
may be reduced by an additional $500,000 if the United States of
America's lis pendens relating to the property at 912 Mill Creek
Drive, Palm Beach Gardens, Florida, is not released prior to the
closing of the sale, or the United States does not provide
assurances acceptable to Summit that the lis pendens will be
released within a reasonable time after the closing date.

Judge Marlar also approved the APA in its entirety.  However, he
rules that the date of the closing of the sale may be extended
upon the mutual agreement of the Debtor and Summit.

Judge Marlar authorized the Debtor to deliver the assets to
Summit as well as execute and deliver other documents, including
deeds and mortgages, at the closing of the sale.  He overrules
all objections to the request that have not been withdrawn,
waived or settled as announced to the Court at the hearing.

Judge Marlar ruled that:

   (1) Summit is not assuming any liabilities of the Debtor other
       than those provided in the APA;  

   (2) Summit does not constitute a successor to the Debtor or
       its estate and the sale transaction does not amount to a
       consolidation, merger or de facto merger of the Debtor and
       Summit;

   (3) effective upon the closing of the sale, all persons and
       entities are forever prohibited and enjoined from
       commencing or continuing any action against Summit or its
       successors and assignees; and

   (4) transfer of the assets and recording of documents should
       not be taxed under any law.

Judge Marlar directed the Debtor to segregate $353,000 and another
$513,711 of the sale proceeds in the DIP Hold Account at the
closing date, and not to use the proceeds without the written
consent of Countrywide Warehouse Lending and Washington Mutual
Bank, or further order of the Court.  He ruled that the alleged
interest of Countrywide and WaMU in the assets should be attached
to the respective funds.

Judge Marlar further directed the Debtor to maintain insurance
coverage on the assets that comprise real property through the
closing date.

Judge Marlar allowed the Debtor and Summit to file, without the
need for Court approval, a certification of counsel attaching a
schedule of corrected legal descriptions in the event of
inaccuracy in the legal descriptions of the assets.

According to the Arizona Daily Star, Judge Marlar had expressed
concerns about the purchase price offered by Summit was too low,
but acknowledged that First Magnus "must now fire-sale some of
its assets" to pay unsecured creditors.

"It just feels like a giveaway," Judge Marlar said, according
to Inside Tucson Business.  It noted that the Debtors will be
selling $18,500,000 worth of loans and foreclosed properties for
less than a third of their worth.

The Arizona Daily Star said another party joined the bidding via
conference call --  Israeli businessman Arie Kotler of ARKO
Holdings Ltd., who offered $17,000,000.  The Court, however,
disqualified his bid because he wished to purchase other assets
not included in the auctioned assets.

                       About First Magnus

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

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


FIRST MAGNUS: Committee Selects Gust Rosenfeld as Local Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of First Magnus
Financial Corporation seeks authority from the U.S. Bankruptcy
Court for the District of Arizona to retain Gust Rosenfeld PLC as
its local counsel.

Gust Rosenfeld will:

     * administer the case and the exercise of oversight with
       respect to the Debtor's affairs;

     * prepare applications, motions, and other legal papers;

     * appear in Court and at statutory meetings of creditors to
       represent the Committee;

     * evaluate, negotiate, formulate, draft and confirm plan of
       reorganization and matters related to it;

     * investigate the assets, liabilities, management, financial
       condition and operating issues concerning the Debtor that
       may be relevant to the case;

     * evaluate, prosecute and negotiate causes of action
       belonging to the bankruptcy estate;

     * maintain communication with the Committee's constituents
       and others to further its responsibilities; and

     * perform all the Committee's duties and powers under the
       Bankruptcy Code and the Bankruptcy Rules and other services
       that are in the interests of those represented by the
       Committee.

Gust Rosenfeld has agreed to receive compensation and
reimbursement based on its standard billing practices.  The
principal attorneys to represent the Committee and
their present hourly rates are:

       Professional                       Rate
       ------------                       ----
       Sean P. O'Brien, Esq.              $320
       Madeleine C. Wanslee, Esq.         $300

Other attorneys and para-professionals may also provide services
to the Committee from time to time.  Generally, Gust Rosenfeld 's
rates per hour for these professionals are:

       Designation                   Hourly Rate
       -----------                   -----------
       Partners                      $290 - $375
       Associates                    $150 - $260
       Paralegals                    $125 - $155
       
Mr. O'Brien assures the Court that Gust Rosenfeld does not hold
or represent any interest adverse to the Committee or the
Debtor's estate and has no connection with any parties-in-
interest.  He adds that the firm is a disinterested person as
that phrase is defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

             Sean P. O'Brien, Esq.
             Gust Rosenfeld PLC
             One S. Church Ave., Suite 1900
             Tucson, AZ 85701
             Tel: (520) 628-7070
             http://www.gustlaw.com/

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

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


FIRST MAGNUS: Court Orders Bank of AZ to Return $533,808 Funds
--------------------------------------------------------------
The Honorable Judge Marlar for the U.S. Bankruptcy Court for the
District of Arizona directed the National Bank of Arizona to
immediately turnover to First Magnus Financial Corporation about
$533,808 of all net sums collected postpetition, which is
currently held by NBA in the Debtor's accounts.  He also directed
NBA to provide the Debtor with a full accounting of all funds
deposited in the accounts from the Petition date through Oct. 3,
2007.    

Judge Marlar ruled that NBA is released from any liability that
might otherwise attach or be asserted regarding the turnover of
the funds.  

He also ruled that Bank Account No. 0010077693 should remain
open at NBA and that all funds received by NBA on the Debtor's
behalf until further Court order should be placed in the
accounts.  

He further ruled that within a day, ABA No. 122105980
should be transferred to Alliance Bank Account No. 104001417, in
the name of the Debtor.

As reported in the Troubled Company Reporter on Sept. 25, 2007,
First Magnus had sought the Court's authority to compel National
Bank of Arizona, among others, to turn over to the Debtor all
funds deposited in nine separate bank accounts of the Debtor
located at NBA and to complete and accurate accounting of the
funds.  The Debtor had reasoned that NBA have willfully violated
Section 362 of the Bankruptcy Code for failure to comply with the
Debtor's demand for turnover of funds.

                       About First Magnus

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

The Debtor's exclusive period to file a plan expires on Dec. 19,
2007.  (First Magnus Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or       
215/945-7000).


FOXTONS NORTH AMERICA: Organizational Meeting Set on October 23
---------------------------------------------------------------
The U.S. Trustee for Region 3 will hold an organizational meeting
to appoint an official committee of unsecured creditors in Foxtons
North America Inc. and Foxtons Inc.'s chapter 11 cases at
2:00 p.m., on Oct. 23, 2007, at the United States Bankruptcy
Court, Room 129, 402 East State Street in Trenton, New Jersey.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.  The
meeting is not the meeting of creditors pursuant to Section 341 of
the Bankruptcy Code.  However, a representative of the Debtor will
attend and provide background information regarding the cases.

Creditors interested in serving on a Committee should complete and
return to the U.S. Trustee a statement indicating their
willingness to serve on an official committee.

Official creditors' committees, constituted under Section 1102 of
the Bankruptcy Code, ordinarily consist of the seven largest
creditors who are willing to serve on a committee.  In some
Chapter 11 cases, the U.S. Trustee is persuaded to appoint
multiple creditors' committees.

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

Based in West Long Branch, New Jersey, Foxtons North America,
Inc., aka YourHomeDirect.com -- http://www.foxtons.com/-- is a  
real estate agent.  The company and its affiliate, Foxtons, Inc.,
filed for chapter 11 protection on Oct. 5, 2007 (Bankr. D. N.J.
Case Nos. 07-24496 & 07-24497).  Daniel M. Eliades, Esq., Harry M.
Gutfleish, Esq., and Michael E. Holt, Esq., at Forman Holt Eliades
& Ravin, L.L.C., represent the Debtors.  In documents submitted to
the Court, Foxtons North America disclosed total assets of
$487,757 and total liabilities of $40,885,834.  Foxtons, Inc., on
the other hand, disclosed total assets of $2,618,254 and total
liabilities of $480,945.


GREAT CIRCLE: Committee Taps Weiland Golden as Bankruptcy Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Great Circle
Family Foods LLC and debtor-affiliates' bankruptcy cases, asks the
United States Bankruptcy Court for the Central District of
California for authority to retain Weiland, Golden, Smiley, Wang
Ekvall & Strok LLP as its bankruptcy counsel, nunc pro tunc to
Sept. 10, 2007.

Weiland Golden will:

  a) advise the Committee concerning the rights and remedies of
     the creditors and of the Committee in regard to the
     operation of the Debtors' business;

  b) represent the Committee in any proceeding or hearing,
     including, without limitation, lien avoidance, preference
     avoidance, and fraudulent conveyance litigation, in the
     Bankruptcy Court, and in any action where the rights of
     the estate or creditors may be litigated or affected;

  c) assist the Committee in reviewing any plans of
     reorganization filed by the Debtors and assist the
     Committee in its analysis of any plans; and

  d) represent the Committee at hearings in connection with the
     disclosure statements and plan confirmation.

Evan D. Smiley, Esq., a partner of the firm, will bill between
$500 and $675 per hour for this engagement, while Hutchison B.
Meltzer, Esq., charges $300 per hour for his services.

Mr. Smiley assures the Court that the firm does not hold any
interest adverse to the Debtors' estate, and is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Smiley can be reached at:

   Evan D. Smiley, Esq.
   Weiland, Golden, Smiley, Wang Ekvall & Strok
   650 Town Center Drive, Suite 950
   Costa Mesa, CA 92626
   Tel:  (714) 966-1000
   http://www.wgllp.com/

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


HARRY GORMAN: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Harry Leonard Gorman
        dba Gorman Accounting & Tax Service
        dba Gorman Tax Service
        30 Wimbledon Crossing
        Dracut, MA 01826

Bankruptcy Case No.: 07-43741

Chapter 11 Petition Date: October 11, 2007

Type of Business: The Debtor owns and manages Gorman Accounting &
                  Tax Service, which provides tax preparation
                  services and Owen & Ollie's Restaurant & Pub,
                  L.L.C.

Court: District of Massachusetts (Worcester)

Judge: Henry J. Boroff

Debtor's Counsel: William H. Harris, Esq.
                  Harris & Dial, P.C.
                  65 Flagship Drive, Suite C
                  North Andover, MA 01845
                  Tel: (978) 703-4975
                  Fax: (978) 777-3692

Total Assets:  $194,069

Total Debts: $1,089,476

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Saab Realty                    Secured by                $289,194
175 Central Street             Property of
Lowell, MA 01852               Mary Kay Gorman

T.D. BankNorth                 Secured by                $138,639
P.O. Box 8406                  Property of
Lewiston, ME 04243             Mary Kay Gorman

                               Accounts                   $25,000
                               Receivable and
                               Computers,
                               furniture, and
                               fixtures; value
                               of security:
                               $10,119

Vincent Locicero               Loan                      $116,706
70 Scribner Road
Tyngsboro, MA 01879

Harry Gorman                   Loan                       $61,000

Friend Lumber Company of       Trade Debt                 $55,748
Lowell, Inc.

Capital One                    Loan                       $47,795

TriMark United East, Inc.      Trade Debt                 $41,068

Eastern Bank                   2007 Ford F150; value      $37,656
                               of security

Metaxes, Norman & Pidgeon,     Legal Fees                 $36,862
L.L.P.

Leading Seafoods               Trade Debt                 $21,511

I.R.S.                         Income Tax                 $12,000

Kristine Gorman                Commissions & Wages        $10,000

Staples Credit Plan            Credit Card                 $8,190
                               Purchases

Dell Financial Services        Loan                        $6,920

Lowell Provision, Inc.         Trade Debt                  $6,749

Damin Sutherby                 Commissions & Wages         $6,493

Hallsmith Sysco Foodservices   Trade Debt                  $5,872

Bluecross Blue Shield          Insurance                   $5,757


HOLOGIC INC: ISS Urges Stockholders to Vote "FOR" Cytyc Merger
--------------------------------------------------------------
Institutional Shareholder Services, an independent proxy advisory
service, recommends that Hologic Inc. stockholders vote "FOR" the
company's proposed merger with Cytyc Corporation.
    
In addition, ISS has updated its recommendation with regard to a
proposed amendment to Hologic's 1999 Equity Incentive Plan to
increase the number of shares available for grant thereunder and
recommends that Hologic stockholders vote "FOR" the proposed
amendment.
    
"We appreciate the support that ISS has given to our combination
with Cytyc and to Hologic's stock plan," Jack Cumming, Hologic's
chairman and chief executive officer, said. "Together with Cytyc,
we will be a global leader in women's healthcare. We look forward
to realizing the many benefits this combination creates."

On May 20, 2007, Hologic and Cytyc entered into a definitive
agreement to combine the two companies in a cash and stock
transaction, under which Cytyc stockholders would receive 0.52 of
a share of Hologic common stock and $16.50 in cash for each share
of Cytyc common stock they own for a total consideration of
approximately $6.2 billion.
    
A special meeting of the stockholders of Hologic to consider and
vote upon the transactions contemplated by the proposed merger
with Cytyc, including the proposed amendment to Hologic's 1999
Equity Incentive Plan to increase the number of shares available
for grant thereunder, has been scheduled for Oct. 18, 2007, at
9:00 a.m., local time, at Hologic's headquarters at 35 Crosby
Drive, Bedford, Massachusetts.

Hologic stockholders of record as of the close of business on
Aug. 22, 2007, will be entitled to vote at the special meeting.
    
Stockholders who have questions about the merger or need
assistance in submitting their proxy or voting their shares should
contact the Company's proxy solicitor, MacKenzie Partners, Inc.
toll-free at (800) 322-2885 or collect at (212) 929-5500 or at
proxy@mackenziepartners.com.
    
                     About Cytyc Corporation

Headquartered in Marlborough, Massachussetts, Cytyc Corporation
(NASDAQ:CYTC) -- http://www.cytyc.com/-- is a diversified  
diagnostic and medical device company that designs, develops,
manufactures and markets diagnostic and surgical products.  The
company's products cover a range of cancer and women's health
applications, including cervical cancer screening, treatment of
excessive menstrual bleeding, radiation treatment of early stage
breast cancer, and radiation treatment of patients with malignant
brain tumors.  Cytyc operates in three segments: domestic
diagnostic products, domestic surgical products and international.  
The company has operations in Canada, Europe, Australia and Hong
Kong.

                       About Hologic Inc.

Headquartered in Bedford, Massachussetts, Hologic Inc.
(NASDAQ:HOLX) -- http://www.hologic.com/-- is a developer,   
manufacturer and supplier of diagnostic and medical imaging
systems primarily serving the healthcare needs of women.  The
company operates in three segments: mammography and breast care,
osteoporosis assessment and others.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 14, 2007,
Standard & Poor's Rating Services assigned its 'BB-' corporate
credit rating to Hologic Inc. with a stable outlook.


IMAX CORPORATION: Catalyst Fund Withdraws New York Lawsuit
----------------------------------------------------------
IMAX Corporation last Thursday reported that Catalyst Fund Limited
Partnership II has withdrawn the lawsuit it filed against IMAX in
the New York State Supreme Court.

Catalyst was seeking to invalidate the consents the company
successfully received from a majority of its bondholders on
April 16, 2007 extending the deadline to file the company's annual
and other reports and waiving any existing defaults arising from a
failure to comply with the reporting covenant under the indenture
governing the Company's senior notes.

IMAX viewed the suit as entirely without merit and immediately
moved to dismiss the complaint when it was filed on May 10, 2007.  
Catalyst then asked the Court for permission to withdraw the suit,
which was granted on Oct. 9, 2007.  In September, Catalyst filed
an application with the Superior Court for the Province of Ontario
to litigate substantially the same matter in Canada.

IMAX is contesting that application as well, and similarly views
it to be without merit.

Catalyst unsuccessfully opposed the company's consent solicitation
and unsuccessfully attempted to trigger an event of default under
the company's senior notes indenture on numerous occasions.  Most
recently, Catalyst issued a purported notice of default dated
Oct. 10, 2007.  The company believes it is in compliance with the
senior notes indenture and that Catalyst's claims are without
merit.

                     About IMAX Corporation

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

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


JOHN CLARKE: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: John A. Clarke, Jr.
        Irene Gil-Llamas
        91 North Hamilton Park Avenue
        Columbus, OH 43203

Bankruptcy Case No.: 07-58179

Chapter 11 Petition Date: October 11, 2007

Court: Southern District of Ohio (Columbus)

Debtor's Counsel: Grady L. Pettigrew, Jr., Esq.
                  115 West Main, Suite 400
                  Columbus, OH 43215-5099
                  Tel: (614) 224-1113
                  Fax: (614) 228-0701

Total Assets: $2,529,003

Total Debts:  $2,295,865

Debtor's 14 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Central Loan Administration    Keene                     $188,000
P.O. Box 986
Newark, NJ 07184-0597

Javitch Block & Rathbone                                  $17,419
1100 Superior Avenue,
19th Floor
Cleveland, OH 44114-2518

Capital One-Castilla           Credit card                 $7,168
P.O. Box 650365                purchases
Dallas, TX 75265-0635

Capital One                    Credit card                 $6,253
                               purchases

Providian Processing Services                              $5,798

G.E. Money Bank                Credit Card                 $4,992

Columbia Gas                   Utility Gas                 $4,821

Micro Center                   Computer                    $4,188

Retail Services                                            $4,188

Attorney Ben Benbow            Counter Claim               $3,000
                               Filing Fee

Franklin County Treasurer      Real estate                 $2,974

Newark Water                   Utility                       $433

Big O Refuse                   Vehicles                      $414

City of Columbus                                             $351
Water and Sewer Services

                               Utility                       $189


JOYCE DON: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Joyce, Don & Associates, Inc.
        9060 Heritage Bay Circle
        Orlando, FL 32836

Bankruptcy Case No.: 07-04878

Chapter 11 Petition Date: October 11, 2007

Court: Middle District of Florida (Orlando)

Judge: Arthur B. Briskman

Debtor's Counsel: Donna Daniels, Esq.
                  Joyce, Don & Associates, Inc.
                  9060 Heritage Bay Circle
                  Tel: (407) 574-4293
                  Orlando, FL 32836

Total Assets: $18,000,000

Total Debts:   $7,800,000

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


KB HOME: CFO and EVP Domenico Cecere to Retire in May 2008
----------------------------------------------------------
Domenico Cecere, KB Home's executive vice president and chief
financial officer, will be retiring from the company effective May
2008.  A search is underway for his successor.

While the search is being conducted, Mr. Cecere will continue to
serve as the company's chief financial officer.

"Dom's contributions to our success at KB Home are evident in our
financial discipline and rigor and the tremendous progress we have
made in strengthening our financial position," said Jeffrey
Mezger, president and chief executive officer.  "I want to
personally thank Dom for his dedication and service in driving a
sound balance sheet that positions the company to successfully
navigate the current real estate environment, and capitalize on
strategic opportunities in the future.  With the strong finance
team we have in place, I am confident we will continue to
effectively execute on our strategies and I appreciate Dom's
continued support in making this a smooth transition for the
company."

"Serving as KB Home's CFO over the past five years has been
tremendously gratifying," Mr. Cecere said.  "I'm proud to have
been part of the finest team in the industry.  While there is
never a perfect time to leave, KB Home has one of the strongest
balance sheets among our peers, and our strategies are fully in
place so I can make this change now and remain confident in the
company's future.  I look forward to working closely with Jeff,
our entire executive team, the board and the investment community
to ensure that this change is seamless to the business."

                          About KB Home

Headquartered in Los Angeles, California, KB Home (NYSE: KBH) --
http://www.kbhome.com/-- is an American homebuilder.  The
company has operating divisions in 15 states, building communities
from coast to coast.  

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 30, 2007,
Fitch Ratings affirmed KB Home's 'BB+' Issuer Default Rating.
Fitch also revised KB Home's Rating Outlook to Negative from
Stable.


LENNAR CORPORATION: Moody's Places Corporate Family Rating at Ba1
-----------------------------------------------------------------
Moody's Investors Service lowered all of the ratings of Lennar
Corporation and assigned the company a corporate family rating of
Ba1.  The ratings were taken off review for downgrade where they
had been placed on August 22, 2007, and the outlook is negative.

The downgrades and negative outlook reflect Moody's concerns:

    1) Bleak industry conditions will remain in effect at least
       until 2009, with any sector recovery likely to be sluggish
       for some time after that.

    2) Actual inventory reduction has lagged, and may continue to
       lag, behind expectations. For the 12-month period ended
       May 31, 2007, Lennar was able to reduce actual inventories
       (after stripping away the effects of accounting charges) by
       only 4.32%, or $387 million.  Recall that the homebuilding
       model has always been predicated on the principle that
       homebuilders could slam on the brakes during a downturn,
       slash inventories, and either turn large negative cash flow
       generation into robustly positive cash flow creation, or,
       in the case of Lennar, generate larger positive cash flow
       than it has been able to achieve recently.

    3) As a result of the tepid inventory reduction and the
       elevated cancellation levels, cash flow generation may
       remain under pressure going forward.  Required remargining
       and other support payments for joint ventures in the coming
       year will add further pressure to reported cash flow.

    4) Because unit home deliveries and revenue generation have
       declined so rapidly, Lennar has been hard pressed to cut
       back controllable expenses at the same rate.  Even the 35%
       head count reduction taken through the August 2007 quarter
       has not permitted the company to generate anything other
       than minimal earnings in the August quarter (before
       impairments) and losses in the May quarter (before
       impairments).

    5) While reported on-balance sheet debt leverage seems to be
       among the strongest and most conservative within the
       homebuilding industry, Moody's has always viewed Lennar's
       balance sheet as being close to fully stated only after a
       pro rata share of the company's off-balance sheet joint
       venture debt and other debt-like obligations are folded in.
       Pro forma as of May 31, 2007 for the inclusion of a 37% pro
       rata share of Lennar's joint venture debt and $442 million
       for L/C's used in lieu of cash for option deposits,
       Lennar's adjusted homebuilding debt/capitalization would be
       50.6%, instead of the 36.8% (adjusted for operating leases)
       reported.  In addition, Moody's estimates that interest
       coverage would be adversely impacted by approximately 200
       basis points from the inclusion of interest expense on
       Lennar's pro rata share of joint venture debt.

    6) Although Lennar has been walking away from a large number
       of third party lot options, it retains 207,000 lots through
       owned land, lot options with its joint ventures, and
       remaining lot options with third party land sellers as of
       Aug. 31, 2007. This represents nearly an eight-year owned
       and controlled lot supply based on estimated forward
       deliveries, or a 3.5 year owned-only lot supply.  This
       higher-than-industry average owned and controlled lot
       supply makes it more likely that land impairment and option
       abandonment charges will continue in the near term and
       reduces some of the company's financial flexibility going
       forward.

    7) Despite maintaining substantial current headroom in its
       debt leverage covenant (an amended $2.6 billion as at May
       31, 2007), its recent write-off of over $800 million and
       continued weak industry pricing and absorption rates show
       how quickly that cushion can erode.  Moody's is concerned
       that virtually the entire industry, including Lennar, will
       be greatly challenged to remain in compliance with this
       important covenant.

At the same time, Lennar's ratings acknowledge that the company
was one of the first homebuilders to recognize and react to the
industry downturn by attempting to aggressively reduce inventory
levels, build cash flow, and use a portion of the cash flow for
debt retirement.  In addition, the ratings incorporate the
company's long and consistent prior history of revenue and
earnings growth, consistently positive cash flow generation,
successful track record in integrating acquisitions,
diversification, large equity base, and significant management
ownership.

The ratings changes and new assignment are:

    * Ba1 corporate family rating assigned

    * Senior unsecured notes lowered to Ba1 (LGD4, 61%) from Baa2

    * $2 billion commercial paper program lowered
      to NP (Not Prime) from Prime-2

Going forward, the outlook could stabilize if the company were to
generate meaningful amounts of cash flow (including all joint
venture support payments and distributions) and use the cash flow
to augment liquidity and reduce a substantial amount of debt . The
ratings could be further pressured if the company were required to
make ongoing and substantial contributions to its joint ventures,
were to turn cash flow negative on a trailing twelve-month basis,
were to incur a sizable pre-impairment loss, or were to appear
unlikely to comply with key bank covenants.

Founded in 1954 and headquartered in Miami, Florida, Lennar
Corporation is one of the largest homebuilders in the United
States, with revenues and net income for the trailing twelve month
period ended May 31, 2007 of $14.1 billion and ($165) million,
respectively.


LEVI STRAUSS: Satisfies Terms on $525 Mil. Senior Notes Offering
----------------------------------------------------------------
Levi Strauss & Co. has satisfied certain conditions to the tender
offer for all of its outstanding $525 million aggregate principal
amounts of its 12.25% Senior Notes due 2012, including the
amendment of its senior secured revolving credit facility.

The company also disclosed that the holders of Notes representing
not less than a majority in aggregate principal amount of the
outstanding Notes have validly tendered their Notes and delivered
their consents.  

The company and the trustee for the Notes have executed a
supplemental indenture to the indenture governing the Notes that
eliminates or makes less restrictive most of the restrictive
covenants, and certain related events of default, contained in the
indenture.

The company has entered into a second amended and restated credit
agreement among the company, Levi Strauss Financial Center
Corporation, the financial institutions party thereto and Bank of
America, N.A., as agent.

A summary description of the material terms of the amendment
includes:

   * The term of the Credit Agreement has been extended through
     Oct. 11, 2012.
    
   * The maximum availability under the Credit Agreement was  
     increased from $550 million to $750 million and includes a
     $250 million term loan tranche.  The entire Credit
     Agreement will be secured by certain U.S. trademarks
     associated with the Levi's(R) brand.  The term loan
     tranche amortizes on a quarterly basis based on a straight
     line two-year amortization schedule to a residual value of
     25% of the net orderly liquidation value of the trademarks
     with no additional repayments required until maturity so
     long as the remaining amount of the tranche does not
     exceed such 25% valuation.  The term loan tranche will be
     borrowed on a first dollar drawn basis.  As the term loan
     tranche is repaid, the maximum availability under the
     Credit Agreement will not be automatically reduced by the
     amount of the repayment.  The lien on the trademarks, but
     not the other assets, will be released upon the full
     repayment of the term loan tranche.
    
   * The Credit Agreement includes as a financial covenant a
     springing fixed charge coverage ratio of 1:1, which arises
     when excess availability under the Credit Agreement is
     less than $100 million.  This covenant will be
     discontinued upon termination and repayment of the term
     loan tranche described above and the implementation of a
     liquidity reserve of $50 million.
    
   * The revolving portion of the Credit Agreement initially
     bears an interest rate of LIBOR plus 150 basis points or
     base rate plus 25 basis points subject to adjustments
     based on availability.  The term loan tranche bears an
     interest rate of LIBOR plus 250 basis points or base rate
     plus 125 basis points.

In connection with its tender offer and consent solicitation, the
company has accepted for purchase $505.8 million of the
outstanding aggregate principal amount of the Notes for a total
payment of $563.2 million, including $15.2 million in consent
payments to holders who validly tendered their Notes and delivered
their consents on or prior to 5 p.m., New York City time, on
Oct. 3, 2007.

The company drew $343.2 million under the second amended and
restated revolving credit facility and used $220 million from cash
on hand to fund these payments.

The tender offer will expire at midnight, New York City time,
Wednesday, Oct. 17, 2007, unless extended by the company.  Holders
who validly tender their Notes after 5 p.m., New York City time,
on Oct. 3, 2007 and prior to the expiration of the tender offer
will not receive the consent payment and, therefore their tender
consideration will be $1,043.99 per $1,000 principal amount of
Notes.

The company has retained Credit Suisse Securities (USA) LLC as a
dealer manager and solicitation agent in connection with the
tender offer and consent solicitation.  Questions about the tender
offer and consent solicitation may be directed to Credit Suisse at
212-325-4951 (collect).

Holders can request documents from D.F. King & Co. Inc., the
information agent and tender agent, at 888-887-0082 (U.S. toll
free) or 212-269-5550 (collect).

                    About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is a branded apparel company.  The  
company designs and markets jeans and jeans-related pants, casual
and dress pants, tops, jackets and related accessories for men,
women and children under its Levi's, Dockers and Levi Strauss
Signature brands in markets around the world.  Levi Strauss & Co.
distributes its Levi's and Dockers products primarily through
chain retailers and department stores in the United States, and
through department stores, specialty retailers and franchised
stores abroad.  The company distributes its Levi Strauss Signature
products through mass channel retailers in the United States and
abroad.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 30, 2007,
Standard & Poor's Ratings Services raised its ratings on Levi
Strauss & Co. including its long-term corporate credit rating to
'B+' from 'B'.  The outlook is stable.


LITTLE ROCK: S&P Assigns Default Rating on 2004B Bonds
------------------------------------------------------
Standard & Poor's Ratings Services withdrew its rating on Little
Rock Family Housing LLC, Arkansas' taxable military housing
revenue bonds series 2004A, and lowered its rating to 'D' from
'BB' on the 2004B bonds.
     
"A notice of acceleration was sent to Little Rock Family Housing
LLC on Sept. 18, 2007, due to numerous, uncured events of
default," said Standard & Poor's credit analyst Mikiyon Alexander.  
"Due to the acceleration, the 2004A bonds were repaid and the
rating has been removed.  To date, the 2004B bonds remain
outstanding due to a lack of proceeds to pay the remaining debt."
     
The 'D' rating on the 2004B bonds reflects the payment default.


LSI CORP: Low Profitability Prompts S&P to Hold 'BB' Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating and other ratings on Milpitas, California-based LSI
Corp. and revised the outlook to stable from positive.  The action
reflects revenues and profitability levels well below earlier
expectations, which will likely not be reversed over the next few
quarters.
      
"The ratings on LSI Corp. continue to reflect the company's heavy
reliance on the storage industry, longer-term market trends
favoring adjacent semiconductor technologies over LSI's
application-specific integrated circuits, and potential execution
issues as the company integrates Agere Systems Inc., and continues
to revise its business model," said Standard & Poor's credit
analyst Bruce Hyman.  These are partly offset by its good
liquidity and good business position supplying customized
semiconductors and storage systems to a relatively narrow customer
base, and the anticipated benefits of improved business scale and
recently announced cost reduction programs.
     
As part of a cost reduction and business transformation plan
following its April 2007 acquisition of Agere, LSI sold its
consumer products business to Magnum Semiconductor Inc., sold its
Thailand-based chip assembly and test facility to STATS ChipPAC
Ltd., is selling its mobility products business to Infineon
Technologies AG, and will transition certain other assembly and
test operations to its current manufacturing partners.  The
transactions should further reduce the company's capital intensity
and contribute to profit margins.
     
Still, LSI's core business of manufacturing ASICs requires
significant up-front expenditures by its customers, and lengthy
chip development cycles, which impedes the use of ASIC solutions
for a growing number of rapidly evolving electronic products.  The
key alternative "gate array" technology is characterized by low
up-front costs, higher unit costs, and faster development cycles;
the gate array industry has been growing somewhat faster than the
ASIC industry.


LYDRIS MANAGEMENT: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Lydris Management II, LLC
        P.O. Box 93532
        Cleveland, OH 44101

Bankruptcy Case No.: 07-17749

Chapter 11 Petition Date: October 11, 2007

Court: Northern District of Ohio (Cleveland)

Judge: Arthur I. Harris

Debtor's Counsel: Donald S. Nance, Esq.
                  Donald S. Nance, Co.
                  11811 Shaker Boulevard, Suite 420
                  Cleveland, OH 44120
                  Tel: (216) 231-7781

Total Assets:   $978,468

Total Debts:  $1,138,261

Debtor's list of its Eight Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Wells Fargo Home Mortgage        1st Mortgage          $165,000
P.O. Box 57076                                         Secured:
Irvine, CA 92619                                       $121,694
                                                     Unsecured:
                                                        $43,306

Mortgage Elect. Reg. System      1st Mortgage          $110,000
P.O. Box 7814                                          Secured:
Ocala, FL 34478                                         $72,360
                                                     Unsecured:
                                                        $37,640

Wells Fargo Bank Minnesota       1st Mortgage          $200,000
c/o Countrywide Home Loans                             Secured:
5401 North Beach Street                                $163,986
Fort Worth, TX 76137                                 Unsecured:
                                                        $37,640

Wells Fargo Home Mortgage        1st Mortgage          $211,000
                                                       Secured:
                                                       $194,582
                                                     Unsecured:
                                                        $16,418

Wilshire                         2nd Mortgage           $15,000
                                                       Secured:
                                                       $194,582
                                                     Unsecured:
                                                        $16,418

Countrywide Home Loans                                  $86,000
                                                       Secured:
                                                       $194,582
                                                     Unsecured:
                                                        $16,418

Household Mortgage Corp.         1st Mortgage          $161,673
                                                       Secured:
                                                       $160,000
                                                     Unsecured:
                                                         $1,673

Cleveland Hts. Water Dept.       Utility Bills           $1,588


MAAX HOLDINGS: Aug. 31 Balance Sheet Upside-Down by $104 Million
----------------------------------------------------------------
MAAX Holdings Inc. disclosed Thursday its earnings for the second
quarter ended Aug. 31, 2007.

The company's consolidated balance sheet at Aug. 31, 2007, showed
$507.5 million in total assets, $604.5 million in total
liabilities, and $7.0 million in redeemable preferred stock,
resulting in a $104.0 million total shareholders' equity.

The company reported a net loss of $12.1 million for the quarter
ended Aug. 31, 2007, compared with a net loss of $12.6 million for
the same period ended Aug. 31, 2006.

Net sales for the second quarter of FY 2008 decreased 14.9% to
$109.9 million from net sales of $129.0 million for the second
quarter of FY 2007.  Operating income for the second quarter of FY
2008 decreased by $4.4 million, or 72%, from $6.1 million in the
second quarter of FY 2007 to $1.7 million in the second quarter of
FY 2008.
    
The results of the Bathroom sector continue to be affected by
softening market conditions, predominantly in the United States.  
Net sales decreased by $15.5 million, or 13.5%, compared to the
second quarter of fiscal 2007, to reach $99.3 million.  This
decrease is principally from the US market.  

Operating income for the Bathroom Sector decreased by
$3.9 million, or 63%, to $2.3 million for the second quarter of
fiscal 2008.  The decrease in operating income is essentially
driven by a sales decline partly offset by a reduction in fixed
expenses.

Sales at the SPA Sector at $10.6 million are $3.8 million or 26.2%
lower than the second quarter of FY 2007 and is a result of soft
markets conditions.  Operating loss of $500,000 compares to a loss
of $100,000 in FY 2007 and is a result of sales volume shortfall.

                       Financial Position
    
Free cash flow for the second quarter of FY 2008 was
($1.6 million) compared with ($1.4 million) for the same period
last year.  This decrease in cash flow is the result of capital
investment with lower cash from operation offset by a reduction in
working capital.  Total net debt of $497.1 million at Aug. 31,
2007, increased from May 31, 2007, levels of $489.7 million due to
the stronger Canadian dollar and the accretion under the Senior
Discount Notes.

                      About MAAX Holdings

Headquartered in Brooklyn Park, Minnesota, MAAX Holdings Inc. --
http://www.maax.com/--  is a North American manufacturer of  
bathroom products, and spas for the residential housing market.  
MAAX offerings are available through plumbing wholesalers, bath,
and spa specialty boutiques and home improvement centers.  The
company currently operates 18 manufacturing facilities and
independent distribution centers throughout North America and
Europe.  MAAX Corporation is a subsidiary of Beauceland
Corporation, itself a wholly owned subsidiary of the company.

                         *     *     *

Maax Holdings Inc. still carries Standard & Poor's Ratings
Services' CCC- long-term corporate credit rating.


MARKWEST ENERGY: Earns $8.3 Million in Quarter Ended June 30
------------------------------------------------------------
MarkWest Energy Partners L.P. reported net income of $8.3 million  
on total revenue of $136.7 million for the three months ended
June 30, 2007, compared to net income of $14.1 million on total
revenue of $135.1 million for the three months ended June 30,
2006.  For the six months ended June 30, 2007, the partnership
reported net income of $13.0 million and total revenue of
$251.3 million, compared to net income of $28.0 million and total
revenue of $292.1 million for the six months ended June 30, 2006.

The financial results for the three months ended June 30, 2007,
and June 30, 2006, include $12.4 million and $8.1 million,
respectively, of non-cash costs associated with the mark-to-market
of derivative instruments and non-cash compensation expense.  
Excluding these non-cash items, net income for the three months
ended June 30, 2007, and June 30, 2006, would have been
$20.7 million and $22.2 million, respectively.

"We are pleased with our continued strong growth of distributable
cash flow and distributions," said Frank Semple, president and
chief executive officer.  "Our total distribution coverage ratio
for the second quarter of 2007 was 1.35, including the associated
GP and IDR requirements.  Our financial results for the first half
of 2007 are significantly ahead of where we expected to be at this
point in the year, and we are very excited about our recently
announced expansion projects in Oklahoma and anticipated growth
opportunities in our core operating areas.

At June 30, 2007, the company's consolidated balance sheet showed
$1.28 billion in total assets, $711.6 million in total
liabilities, and $566.8 million in total shareholders' equity.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $161.9 million in total current
assets available to pay $170.7 million in total current
liabilities.

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?2431

                      About MarkWest Energy

Headquartered in Denver, MarkWest Energy Partners L.P. (NYSE: MWE)
-- http://www.markwest.com/-- is a publicly traded master limited  
partnership with a solid core of midstream assets and a growing
core of gas transmission assets.  It is one of the largest
processors of natural gas in the Northeast and is the largest gas
gatherer of natural gas in the prolific Carthage field in east
Texas.  It also has a growing number of other gas gathering and
intrastate gas transmission assets in the Southwest, primarily in
Texas and Oklahoma.

                          *     *     *

The company carries to date Moody's "B2" senior unsecured rating.


MORGAN STANLEY: S&P Lowers Rating on Class M Certificates to BB
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on six
classes of commercial mortgage pass-through certificates from
Morgan Stanley Capital I Inc.'s series 2005-XLF.

Concurrently, S&P lowered its ratings on class L to 'BBB-' from
'BBB' and class M to 'BB' from 'BBB-'.  Additionally, S&P  
affirmed its rating on the remaining class from this series.
     
The upgrades and affirmations reflect Standard & Poor's analysis
of the remaining loans in the pool, as well as increased credit
enhancement levels resulting from loan payoffs.
     
The downgrades of the class L and M certificates reflect Standard
& Poor's revised valuations of the Metrocenter Mall and Dominion
Tower loans.  Together, these assets represent 43% of the
collateral pool.
     
As of the Sept. 17, 2007, remittance report, the trust collateral
consisted of the senior participation interests in two floating-
rate partial interest-only mortgage loans and three interest-only
floating-rate whole mortgage loans, all of which are indexed to
one-month LIBOR.  The pool balance has declined 83% since issuance
to $330.8 million.
     
The largest loan in the pool, Metrocenter Mall, has a trust
balance of $112.0 million (34%).  The loan is secured by 534,900
sq. ft. of a 1.4 million-sq.-ft. super-regional mall in Phoenix,
Ariz.  The borrower's equity interest in the property secures
mezzanine financing of $21.6 million with a future funding
component of $15.8 million.
     
The property is currently undergoing a $31.5 million renovation
project, which includes remodeling the entranceways, replacing
soft goods in the common area, upgrading the food court area and
landscaping, and expanding the restroom facilities.  Additionally,
the borrower is in the planning stages of a project to demolish
and rebuild existing buildings around the property.  The borrower
has indicated that the work on the food court area is completed
and that the remaining interior work is ongoing, but has not
provided an anticipated completion date.  The master servicer,
Midland Loan Services Inc., reported a 90% occupancy rate as of
June 2007 and a 1.29x debt service coverage as of year-end 2006.
Standard & Poor's underwritten net cash flow has declined 18%
since issuance due to higher operating expenses.  The loan matures
in February 2008 and has two one-year extension options remaining.
     
The second-largest loan in the pool, Lakeside Technology Center,
is secured by an eight-story, 1.1 million-sq.-ft. telecom office
building in Chicago.  The property is encumbered by a $78.7
million A note, which is included in the trust and makes up 24% of
the pool balance.  In addition, there is a $20.0 million
subordinate B note held outside the trust.  The master servicer
reported a DSC of 2.09x as of year-end 2006 and occupancy of 77%
as of June 2007.  Standard & Poor's underwritten NCF has increased
23% since issuance due to higher rental rates.  The loan matures
in June 2008 and has two one-year extension options remaining.
     
Waterfront Corporate Center II ($75.0 million, 23%), the third-
largest loan in the pool, is secured by a 531,200-sq.-ft. class A
suburban office building in Hoboken, New Jersey.  The master
servicer reported a DSC of 2.14x and 85% occupancy for the second
quarter of 2007.  Standard & Poor's adjusted NCF is
comparable to its level at issuance.
     
The fourth-largest loan in the pool, Commerce Center at Longmont,
has a whole-loan balance of $44.7 million that is split into two
pieces: a $35.1 million senior note that makes up 11% of the trust
balance and a $9.6 million subordinate note held outside the
trust.  In addition, the borrower's equity
interests in the property secure a $6.8 million mezzanine loan.  
In the second half of 2006, three of the properties securing the
loan were released for $62.9 million, which was used to pay down
the whole-loan and mezzanine financing.  The remaining real estate
collateral securing this loan includes 38 office/research and
development buildings totaling 1.5 million sq. ft. in Longmont,
Colorado.  The loan matured on May 9, 2007, and the borrower has
exercised one of the three one-year extension options.
     
The loan appears on the watchlist because the combined reported
DSC for the remaining properties was 1.00x as of December 2006,
and occupancy was 50% as of August 2007.  Midland indicated that
the loan was paid off earlier this week.
     
The remaining loan in the pool ($30.0 million, 9%), Dominion
Tower, is secured by a 615,900-sq.-ft. class A office building in
Pittsburgh, Pennsylvania.  The borrower's equity interests in the
property secure a $19.0 million mezzanine loan, of which $7.0
million has been funded to date. Midland reported a DSC of
2.05x for the six months ended June 30, 2007.  Standard & Poor's
underwritten NCF has decreased significantly since issuance due to
a sharp decline in occupancy to 49% after the largest tenant,
occupying approximately 27% of the gross leasable area, vacated
the property when its lease matured in August 2007.  The borrower
is actively marketing the vacant space in this weak office market.  
Standard & Poor's recalculated the DSC after adjusting for the
additional vacancy to below 1.0x. The loan matured on May 9, 2007,
and the borrower exercised one of the three one-year extension
options.

  
                        Ratings Raised
   
                 Morgan Stanley Capital I Inc.
         Commercial mortgage pass-through certificates
                        series 2005-XLF

                     Rating
                     ------
         Class     To        From   Credit enhancement
         -----     --        ----    ----------------
         D         AAA       AA           94.42%
         E         AAA       AA           89.81%
         F         AAA       AA-          76.57%
         G         AAA       A+           63.33%
         H         AA+       A            50.31%
         J         A+        A-           39.15%

                        Ratings Lowered
   
                 Morgan Stanley Capital I Inc.
         Commercial mortgage pass-through certificates
                        series 2005-XLF

                      Rating
                      ------
         Class     To        From   Credit enhancement
         -----     --        ----    -----------------
         L         BBB-      BBB          19.62%
         M         BB        BBB-          0.00%

                         Rating Affirmed
   
                  Morgan Stanley Capital I Inc.
         Commercial mortgage pass-through certificates
                         series 2005-XLF

         Class             Rating   Credit enhancement
         -----             ------    ----------------
         K                 BBB+           30.74%


MRS. FIELDS: Weak Cash Flow Prompts Moody's to Junk Ratings
-----------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Mrs. Fields Famous Brands to Caa3 from Caa1.  At the same time,
Moody's downgraded the senior secured ratings to Caa3 from Caa1
and the rating outlook remains negative.

The rating actions reflect Mrs. Fields' still very weak cash flow
generation in the past year, driven by the lost income stream as
store closures increase in its franchisee network and guest counts
continue to decline at its Mrs. Fields and TCBY franchised
concepts.  The Caa3 rating also reflects the considerable
reduction in cash flow contribution due to the recent divestiture
of the company's Pretzel Time and Pretzelmaker businesses in
August of 2007, which were the better performing assets in the
company's franchise portfolio in Moody's view.  As a result, the
company's credit metrics further deteriorated and are weaker than
levels Moody's had stipulated in May 2006 as conditions for
downgrading.

"Despite the relatively solid performance at its Great America
Cookie business segment, the overall operating performance of the
company has suffered from a shrinking franchisee network due to
substantial store closures," said Moody's analyst John Zhao, CFA.  
"Negative same store sales growth caused by declining guest
traffic at the Mrs. Fields and TCBY stores also contributed to the
underperformance."

The negative outlook reflects Moody's expectation that financial
performance and cash flow generation will remain weak through the
intermediate term as the company attempts to stabilize store
closures.  The outlook also incorporates Moody's growing concern
for the company's weak liquidity position, given the company's
absence of a committed revolving credit facility, particularly if
the current negative trends in franchisee unit closings cannot be
turned around.

"Although the cash received from the recent sale of its pretzel
assets could provide some temporary relief on its constrained
liquidity, Moody's expects the company to invest these proceeds of
approximately $29.4 million ($22.1 million cash and $7.3 million
worth of the acquirer's restricted stock) back into the business
within 360 days after the transaction or use it to pay down debt,"
added Zhao.

Ratings downgraded with a negative outlook:

    - Corporate family rating to Caa3 from Caa1

    - Probability of default rating to Caa2 from B3

    - The $115 million senior secured notes maturing in 2011
      to Caa3 (LGD4,66%) from Caa1(LGD4,66%)

    - The $80.75 million senior secured notes maturing in 2011
      to Caa3 (LGD4,66%) from Caa1(LGD4,66%)

Moody's previous rating action on Mrs. Fields was the downgrade of
its corporate family rating and senior secured ratings to Caa1
from B3 and the change of outlook to negative in May of 2006.

Headquartered in Salt Lake City, Utah, Mrs. Fields franchised and
licensed 2,119 baked goods and frozen yogurt retail locations
under the brand names "Mrs. Fields", "Great American Cookies
Company", "Pretzel Time", "Pretzelmaker" and "TCBY" at June 30,
2007.  Mrs. Fields also operates a gifts business and a branded
retail segment.  Total revenues for last twelve months ending June
2007 were approximately $104 million.


NEFF CORP: Moody's Shifts Outlook to Negative on Weak Performance
-----------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Neff Corp.
and changed the outlook to negative from stable.  The outlook
change follows weaker than expected operating performance that has
followed Neff's recent leveraged buy-out transaction, which closed
May 31, 2007.  Significant weakening of residential construction
end markets in Florida and parts of California has hurt profits.  
In response Neff now plans to reduce the size of its fleet and to
repay debt with the proceeds.

Neff's recently assigned B3 corporate family and probability of
default ratings were reflective of a view that debt reductions
would occur initially by way of operating cash flow, leaving the
asset base intact as de-levering occurred.  However, due to weaker
construction markets, deteriorating equipment utilization and
rental rates suggest that operating cash flow will now be below
original expectations.

In the first seven months of 2007 private residential construction
put in place declined approximately 16%, year-over-year, with
declines in parts of Florida and California exceeding that
national average.  Although Neff's exposure to residential
construction is approximately 5% to 10%, its exposure to total
construction end markets in Florida is higher than that.  
Additionally, the company's relative concentration in earth moving
fleet-wide (approximately 48% of original equipment cost) has
exacerbated the performance shortfall because higher earth moving
equipment supply has accompanied the national decline in
residential construction.

Should it become clear that fleet reductions into 2008 will not
enable leverage metrics more consistent with the B3 rating
category, the ratings would likely be subject to downgrade.  
Credit metrics that would result in a stable outlook include debt
to EBITDA below 5.0x, EBITDA to interest above 2.0x and EBIT /
average assets of 5% or higher.

Neff's speculative grade liquidity rating remains at SGL-3.  
Moody's notes that present liquidity remains adequate since there
is no near term debt amortization due, and Neff's asset-based
revolving credit facility had availability of approximately $124
million at June 30, 2007.  The revolver's only financial covenant
test, a minimum fixed charge coverage, becomes applicable when
availability declines to $35 million.

Downgrades:

Issuer: Neff Corp.

    * Senior Secured Bank Credit Facility

      -- Downgraded to 58 - LGD4 from 56 - LGD4

    * Senior Unsecured Regular Bond/Debenture

      -- Downgraded to 88 - LGD5 from 87 - LGD5

Outlook Actions:

Issuer: Neff Corp.

Outlook, Changed To Negative From Stable

Neff Corp. headquartered in Miami, Florida is a regional equipment
rental company in the Mid-Atlantic, Southeast, and gulf coast
regions of the United States.

Neff Corp. currently carries Moody's B3 corporate family rating.


NELNET INC: Earns $14.8 Million in Second Quarter Ended June 30
---------------------------------------------------------------
Nelnet Inc. reported net income of $14.8 million, on total revenue
of $143.7 million, for the second quarter ended June 30, 2007,
compared with net income of $45.8 million, on total revenue of
$135.2 million, for the second-quarter of 2006.  

Base net income excluding discontinued operations for the second
quarter of 2007 was $21.7 million, and is comparable to
$18.8 million for the same period a year ago.  Base net income is
a non-GAAP performance measure which eliminates certain items that
are primarily affected by factors beyond the control of  
management.

On May 25, 2007, Nelnet sold EDULINX Canada Corporation, a
Canadian student loan service provider and subsidiary of the
company.  As a result of this transaction, the results of
operations for EDULINX are reported as discontinued operations.

"We are pleased with our results for the first six months and
second quarter, especially the strength of our asset growth and
the diversification and revenue contribution from our fee-based
businesses," said Mike Dunlap, Nelnet chairman and chief executive
officer.  "These key elements of originating assets,
diversification, and fee-based revenue have been and will continue
to be an important part of our business strategy for mitigating
margin compression and delivering long-term value.  As the
legislative process approaches a resolution, we will maintain our
focus on these key elements and on providing exceptional service
to students, families, and schools throughout the education life
cycle."

                       Student Loan Assets

Since Dec. 31, 2006, net student loan assets have increased 10%,
or $2.4 billion, from $23.8 billion to $26.2 billion at June 30,
2007.

                        Fee-based Revenue

Fee-based revenue represented 53% of Nelnet's total revenue for
the second quarter of 2007.  This is an increase from the second
quarter of 2006 when fee-based revenue represented 36% of total
revenue.

Income from loan and guarantee servicing fees reached
$31.6 million for the second quarter of 2007, from $28.9 million
in the second quarter of 2006.

Other fee-based income increased to $38.3 million for the second
quarter of 2007, up from $16.1 million in the same period a year
ago.  Other fee-based income includes Nelnet's list management,
direct marketing, tuition payment plan, and enrollment services
businesses.  In large part, the increase in fee-based revenue is
attributable to acquisitions.

                       Net Interest Income

Net interest income for the second quarter of 2007 was
$68.0 million compared with $86.1 million for the second quarter
of 2006.  Net interest income for the second quarter of 2006
includes a special allowance yield adjustment of $10.6 million.

                          Balance Sheet

At June 30, 2007, the company's consolidated balance sheet showed
$28.87 billion in total assets, $28.26 billion in total
liabilities, and $611.2 million in total shareholders' 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?2432

                        About Nelnet Inc.

Headquartered in Lincoln, Nebraska, Nelnet Inc. (NYSE: NNI) --
http://www.nelnet.com/-- is one of the leading education planning  
and education planning and education finance companies in the
United States and provides a comprehensive suite of products and
services to education-seeking families and operational products
and services to the institutions that serve them.

                          *     *
*                                                                 

As reported in the Troubled Company Reporter on Sept. 10, 2007,
Moody's Investors Service affirmed Nelnet's ratings including
its "(P)Ba1" Preferred Shelf rating.  The outlook was changed to
negative from stable.


NEW RIVER: Court Confirms Chapter 11 Liquidation Plan
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
confirmed New River Dry Dock Inc.'s Chapter 11 Liquidation Plan.

The Plan, which provides for the liquidation of all the Debtor's
assets, proposes that after payment of all claims, provided
sufficient funds remain, equity will retain its interests,
although no operations are presently contemplated for the post-
confirmation Debtor.

The Debtor has sufficient funds available to pay, or enable it to
reserve in full, for the payment of:

   i) Allowed Administrative Expense Claim (unclassified);
  ii) U.S. Trustee's Fees (unclassified); and
iii) Class 1 Priority Claims.

The Debtor will also make a pro rata distribution to the holders
of Allowed General Unsecured Claims (Class 2) from available funds
on or after the effective date of the Plan.

Subject to the payment in full of all Class 2 claims, the Debtor
will continue in existence as a valid corporation existing under
Florida State laws.  In the event that the Allowed Class 2 Claims
are not paid in full, the Debtor will be dissolved upon completion
of the payment of available distributions under the Plan.

Accordingly, the Debtor has proffered that all of the remaining
officers and directors will retain their positions subsequent to
the effective date of the plan.  On that date, a plan
administrator will be appointed, as well as a post-confirmation
creditors committee, pursuant to the plan.

In addition, the Court will hold a post-confirmation status
conference on Feb. 4, 2008, at 9:30 a.m., at the U.S. Bankruptcy
Court Courtroom 308, 299 East Broward Boulevard, Fort Lauderdale,
Florida.

                         About New River

Based in Fort Lauderdale, Florida, New River Dry Dock, Inc., filed
for chapter 11 protection on July 18, 2006 (Bankr. S.D. Fla. Case
No. 06-13274).  James H. Fierberg, Esq., at Berger Singerman,
P.A., represents the Debtor in its restructuring efforts.  Mindy
A. Mora, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it estimated
assets between $10 million and $50 million and its debts between
$1 million to $10 million.


NEWPARK RESOURCES: Earns $5.3 Million in Quarter Ended June 30
--------------------------------------------------------------
Newpark Resources Inc. reported net income of $5.3 million for the
second quarter ended June 30, 2007, compared with net income of
$5.9 million for the same period last year.

Total revenues were $167.1 million for the second quarter of 2007
compared to $160.7 million for the second quarter of 2006.  Income
from continuing operations was $8.2 million in the second quarter
of 2007, compared to $6.9 million in the second quarter of 2006.
     
During the second quarter of 2007, the company entered into an
agreement to sell substantially all the assets of their sawmill
facility located in Batson, Texas for cash proceeds of
$4.0 million plus the value of inventory at closing.  The results
of this operation were previously reported within the Mats and
Integrated Services segment, and the assets, liabilities and
results of operations for this business have been reclassified as
discontinued operations for all periods presented.  Discontinued
operations generated a $2.9 million after-tax loss in the second
quarter of 2007, including an after-tax impairment charge of
$2.1 million related to the sawmill's assets.

Paul Howes, president and chief executive officer of Newpark,
stated, "While the second quarter presented a challenging
operating environment in some of our North American markets, our
international operations continue to perform strongly.  We
continue to make progress on our strategic initiatives to
rationalize operations.  This includes progress on the divestiture
of the Environmental Services business and the divestiture of the
Batson sawmill facility, which we concluded was non-core to our
long-term strategy within the Mats and Integrated Services
segment."

"Meanwhile, we maintain our focus on cash management, reducing
total debt by $18 million during the latest quarter and
$37 million year-to-date.  As we execute on our previously
announced corporate strategy and initiatives, we expect to further
enhance our ability to invest in growth opportunities that will
enable us to expand our global presence and product offerings
within our Fluids and Mats businesses in order to drive
shareholder value," concluded Howes.

At June 30, 2007, the company's consolidated balance sheet showed
$618.1 million in total assets, $276.4 million in total
liabilities, and $341.7 million in total shareholders' 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?2433

                     About Newpark Resources

Headquartered in Metarie, Louisiana, Newpark Resources Inc.
(NYSE: NR) -- http://www.newpark.com/-- provides drilling fluids,   
temporary worksites and access roads for oilfield and other
commercial markets, and environmental waste treatment solutions.

                          *     *     *

Moody's Investor Services assigned B1 on Newpark Resources Inc.'s
long term corporate family rating and probability of default
rating.  The outlook is stable.

In November 2006, Standard and Poor's rated B+ its long term
foreign and local issuer credit.  The ratings still hold to date.


OASYS MOBILE: Emerges from Chapter 11, Plan effective Oct. 12
-------------------------------------------------------------
Oasys Mobile Inc. emerged from Chapter 11 with an improved capital
structure, the funding necessary to finance future growth, and a
strong product pipeline with several new games to be released over
the next several months.  The Reorganization Plan becomes
effective on Oct. 12, 2007.
    
"We are extremely pleased that Oasys has the resources, product
offerings and management required to grow the business and achieve
all of our operating objectives," Doug Dyer, CEO of Oasys Mobile,
said.  "Oasys has maintained its product development efforts
throughout this process.  With strong brand relationships and key
licensing agreements in hand, Oasys
expects to release several new games and other products into the
market over the next several months.  Key among them are UNO(R)
Classic 2008, Magic 8 Ball(R), and Texas Hold'em 2007 with Phil
Hellmuth."
    
"With their products, content partnerships, and distribution
capabilities, and with the capital investment from funds managed
by Associated Partners LP, and Rock Hill Partners, we are
confident in Oasys Mobile's future," Ted Schell of Associated
Partners LP, stated. "The management team of Oasys Mobile has done
a great job in maintaining the forward momentum of the company."
    
Emerging from Chapter 11 as a privately-held company frees Oasys
Mobile to build for the long term with streamlined operations and
a strong balance sheet.
Oasys Mobile has over a dozen new and franchise products in
development for release during the remainder of 2007 and into
2008.

                       About Oasys Mobile

Headquartered in Raleigh, North Carolina, Oasys Mobile Inc. --
http://www.oasysmobileinc.com/-- (OTCBB: OYSM) provides mobile  
media content, products and services distributed through
OasysMobile.com and top-tier wireless carriers in the U.S. and
abroad.  The company filed for chapter 11 protection on July 18,
2007 (Bankr. D. Del. Case No. 07-10961).  Justin Cory Falgowski,
Esq., and Kimberly Ellen Connolly Lawson, Esq., at Reed Smith LLP,
represent the Debtor.  Bradford J. Sandler, Esq., at Benesch
Friedlander Coplan & Aronoff, represents the Official Committee of
Unsecured Creditors.  In its schedules filed with the Court, the
Debtor disclosed $1,727,848 in total assets and $11,474,328 in
total liabilities.


OCCMEDS BILLING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: OccMeds Billing Services, Inc.
        P.O. Box 227
        Sacramento, CA 95812

Bankruptcy Case No.: 07-28444

Type of Business: The Debtor offers accounting, auditing,
                  and bookkeeping services.
                  See http://www.occmeds.com/

Chapter 11 Petition Date: October 10, 2007

Court: Eastern District of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: Daniel L. Egan, Esq.
                  Wilke, Fleury, Hoffelt, Gould & Birney LLP
                  400 Capitol Mall 22nd Floor
                  Sacramento, CA 95814
                  Tel: (916) 441-2430

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Targeted Medical Pharma                     $278,520
2980 Beverly Glen Circle, Suite 301
Los Angeles, CA 90077

Rox-San Pharmacy - Inventory                $174,294
465 North Roxbury Drive
Beverly Hills, CA 90210

United Pharmaceuticals, LLC                 $133,795
1560-1 Newbury Road, Suite 279
Newbury Park, CA 91320

Southwood Pharmaceuticals                   $115,481

Medical Center for Bone & Joint Disorder     $69,511

Riehl Consulting Inc.                        $39,972

William Baumgartl - Castro Valley            $39,646

Gallina, LLP                                 $32,020

Bay Area Orthopaedic - Henry                 $31,209

EBRx Accrued Payable                         $26,079

Robert Bruce Miller, M.D.                    $24,578

Colorado Rehab - Aurora                      $19,243

Managed Care of America - MCOA               $18,410

Sanjay R. Patel, M.D.                        $17,811

Pacific Pain Medicine Consultants (OS)       $17,633

Bay Area Orthopaedic - Isono                 $17,462

Sadler Medical Group                         $17,091

Dispensing Solutions Inc. - Inventory        $14,055

ALLMED - Shtutman                            $13,398

Georgia Spine & Brain - Cartersville         $12,004


OPFM INC: Judge Issues Temporary Injunction on Mortgage Bills
-------------------------------------------------------------
Berks County Judge Jeffrey K. Sprecher, on Oct. 10, 2007, issued a
temporary injunction allowing homeowners to pay the original
amount of the mortgages they signed with OPFM Inc., the Associated
Press reports.

AP relates that the order was issued after O'Keefe & Sher filed a
suit naming Wells Fargo, GMAC, Countrywide, Citicorp, HSBC, Chase
Home, Wachovia and Sovereign Bank, as defendants.  O'Keefe & Sher
wanted to invalidate mortgages taken out without the approval of
customers.

Previously, Wesley A. Snyder, OPFM's owners, had said that
customers would be responsible for significantly larger mortgages
brokered by OPFM through mortgage lending partners, AP adds.

The order, AP says, also prevents the mortgage companies from
going though with foreclosure proceedings as well as reporting
negative data to collection agencies on customers who continue to
make timely payments on amounts based on original agreements.

AP discloses that Judge Sprecher will conduct a hearing on Dec. 4,
2007 to decide whether to make the temporary injunction permanent.

Based in Reading, Pennsylvania, OPFM, Inc., dba Personal Financial
Management, works through its investment subsidiary Image Masters
Inc. to refinance homeowners and invest proceeds.  OPFM, Image
Masters and four other affiliates filed voluntary chapter 7
petitions on Sept. 18, 2007 (Bankr. E.D. Pa. Lead Case No.
07-21587).  Dexter K. Case, Esq., at Case, DiGiamberardino & Lutz,
P.C., represents the Debtors.  In documents filed with the Court,
the Debtors disclosed estimated assets and debts between
$1 million and $100 million.


OPFM INC: Court Okays Duane Morris as Chapter 7 Trustee's Counsel
-----------------------------------------------------------------
Lynn E. Feldman, the Chapter 7 Trustee overseeing OPFM Inc. and
its debtor-affiliates' estates, obtained authority from the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to
retain Duane Morris LLP as her counsel.

Duane Morris is expected to:

    (a) take any and all necessary action to protect and preserve
        the Debtors' estates;

    (b) conduct a general examination of the acts, conduct and
        property of the Debtors and their estates and of any other
        person or persons who may be shown to have knowledge of
        the existence, whereabouts or value of the assets of the
        estates, or any information or knowledge concerning the
        assets of any claims asserted against the estates;

    (c) examine the validity of all claims filed against the
        estates and prosecute any objections which the Trustee may
        deem it her duty to interpose against such claims;

    (d) litigate, as necessary, any and all claims asserted on
        behalf of estate;

    (e) defend, as necessary, any and all claims asserted against
        the estates and negotiate on behalf of the estate amicable
        resolution, if possible, of such disputes; and

    (f) advise the Trustee generally on all other matters which
        might arise during the pendency of the Debtors'
        liquidation proceedings.

The Trustee tells the Court that Duane Morris' professionals
charge between $235 to $485 per hour for their services.

Based in Reading, Pennsylvania, OPFM Inc. dba Personal Financial
Management, works through its investment subsidiary Image Masters
Inc. to refinance homeowners and invest proceeds.  OPFM, Image
Masters and four other affiliates filed voluntary chapter 7
petitions on Sept. 18, 2007 (Bankr. E.D. Pa. Lead Case No.
07-21587).  Dexter K. Case, Esq., at Case, DiGiamberardino & Lutz,
P.C., represents the Debtors.  In documents filed with the Court,
the Debtors disclosed assets and debts between $1 million to
$100 million.


OPTION ONE: S&P Takes Rating Actions on 113 Certificate Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 21
classes from 10 Option One Mortgage Loan Trust transactions; two
of the lowered ratings were simultaneously removed from
CreditWatch with negative implications.  Concurrently, S&P
affirmed its ratings on 92 classes from Option One/CTS Mortgage
Loan Trust 1996-1, two Option One Woodbridge Loan Trust
transactions, and 17 Option One Mortgage Loan Trust transactions.  
In total, S&P reviewed 20 deals issued between 1996 and 2004.  
These deals are seasoned between 38 and 138 months.
     
The affirmations reflect stable collateral performance as of the
September 2007 remittance period.  Current and projected credit
support percentages are sufficient at the respective rating
levels.
     
The lowered ratings on the 10 affected deals reflect recent
collateral performance that has eroded available credit support
during recent months.  Cumulative losses range from 0.77% (Option
One Mortgage Loan Trust 2003-4) to 2.06% (Option One Mortgage Loan
Trust 2002-5) of the original principal balances, while
overcollateralization is below its target for all 10
deals.  Serious delinquencies (90-plus days, foreclosures, and
REOs) range from 11.54% (Option One Mortgage Loan Trust 2003-4) to
24.03% (Option One Mortgage Loan Trust 2002-5) of the current
principal balances.  All of these deals have paid down to less
than 15% of their original principal balances.
     
O/C, excess spread, and subordination provide credit enhancement
for these transactions.  Additional credit enhancement for series
1996-1, 2000-5, 2003-2, and 2004-1 is provided by certificate
guaranty insurance policies issued by either Financial Security
Assurance Inc. ('AAA' financial strength rating), MBIA Insurance
Corp. ('AAA' financial strength rating), or Radian Asset Assurance
Inc. ('AA' financial strength rating).
     
At issuance, the collateral backing the Option One Woodbridge Loan
Trusts consisted of document-deficient loans, while the remainder
of the deals were backed by subprime fixed- and adjustable-rate
mortgage loans secured by first liens on one- to four-family
residential properties.


     Ratings Lowered and Removed from Creditwatch Negative

                Option One Mortgage Loan Trust

                                     Rating
                                     ------
          Series     Class     To               From
          ------     -----     --               ----
          2002-2     M-2       BBB              A/Watch Neg
          2003-4     M-6       B                BB/Watch Neg

                         Ratings Lowered

                 Option One Mortgage Loan Trust

                                         Rating
                                         ------
      Series     Class             To               From
      ------     -----             --               ----
      2002-1     M-2               BBB              AA+
      2002-1     M-3               BB               BBB
      2002-3     M-2               A                AA
      2002-3     M-3               BBB-             BBB
      2002-4     M-3               BB               BBB-
      2002-5     M-3               BBB+             AA+
      2002-5     M-4               BBB              AA
      2003-1     M-2               A                AA
      2003-1     M-3               BB               BBB+
      2003-1     M-4               BB-              BBB
      2003-3     M-4               BBB              A-
      2003-3     M-5               BB               BBB+
      2003-3     M-6               CCC              BBB-
      2003-4     M-5A, M-5F        BBB-             BBB
      2004-1     M-6               BB               BBB-
      2004-1     M-7               B                BB+
      2004-2     M-6               BBB-             BBB+
      2004-2     M-7               BB               BBB

                       Ratings Affirmed

              Option One/CTS Mortgage Loan Trust

           Series     Class                    Rating
           ------     -----                    ------
           1996-1       A-1, A-2               AAA

                 Option One Mortgage Loan Trust

           Series     Class                    Rating
           ------     -----                    ------
           2000-5       A                      AAA
           2001-4       A                      AAA
           2001-4       M-1                    AA
           2002-1       A, M-1                 AAA
           2002-2       A                      AAA
           2002-2       M-1                    AA
           2002-3       A-1, A-2, M-1          AAA
           2002-4       M-1                    AAA
           2002-4       M-2                    A
           2002-5       M-1, M-2               AAA
           2002-6       A-1, A-2, M-1          AAA
           2002-6       M-2                    A
           2002-6       M-3                    BBB
           2003-1       A-1, A-2, M-1          AAA
           2003-2       A-1, A-2, A-3          AAA
           2003-2       M-1                    AA+
           2003-2       M-2                    A
           2003-2       M-3                    BBB+
           2003-2       M-4                    BBB
           2003-3       A-1, A-2, A-4          AAA
           2003-3       M-1                    AA+
           2003-3       M-1A                   AA
           2003-3       M-2                    AA-
           2003-3       M-3                    A+
           2003-4       A-1, A-2               AAA
           2003-4       M-1                    AA
           2003-4       M-2                    A
           2003-4       M-3                    A-
           2003-4       M-4                    BBB+
           2003-5       A-1, A-2, A-3          AAA
           2003-5       M-1                    AA+
           2003-5       M-2                    AA
           2003-5       M-3                    AA-
           2003-5       M-4                    BBB
           2003-5       M-5                    B
           2003-5       M-6                    CCC
           2003-6       A-1, A-2, A-3          AAA
           2003-6       M-1                    AA+
           2003-6       M-2                    AA
           2003-6       M-3                    AA-
           2003-6       M-4                    A
           2003-6       M-5                    BBB
           2003-6       M-6                    BBB-
           2004-1       M-1                    AA+
           2004-1       M-2                    A+
           2004-1       M-3                    A
           2004-1       M-4                    A-
           2004-1       M-5                    BBB   
           2004-2       A-1A, A-1B, A-4        AAA
           2004-2       M-1                    AA+
           2004-2       M-2                    AA
           2004-2       M-3                    AA-
           2004-2       M-4                    A+
           2004-2       M-5                    A
           2004-3       A-1, A-4               AAA
           2004-3       M-1                    AA+
           2004-3       M-2, M-3               AA
           2004-3       M-4                    AA-
           2004-3       M-5, M-6               A+
           2004-3       M-7                    A
           2004-3       M-8, M-9               A-
           2004-3       M-10                   BBB+

               Option One Woodbridge Loan Trust

           Series     Class                    Rating
           ------     -----                    ------
           2003-2     A                        AAA
           2003-2     M                        AA
           2004-1     A                        AAA
           2004-1     M                        AA


PAINCARE HOLDINGS: Reports Completion of Restructuring Initiatives
------------------------------------------------------------------
Randy Lubinsky, chief executive officer of PainCare Holdings Inc.,
disclosed corporate update detailing recent developments that are
expected to positively impact and support the company's refined
long term growth strategy.  Specifically, Lubinsky stated:

"We have succeeded in implementing a series of important
restructuring initiatives that have now positioned us to direct
our focus on the ongoing recovery and planned revitalization of
PainCare.  Central to our corporate restructuring plan, PainCare
completed the divestitures of its Ambulatory Surgery Centers  
located in Maryland and South Florida, generating more than
$29 million in cash and debt relief and providing for $2.3 million
in potential earn-out provisions over the next couple of years.
Moreover, as a consequence of selling the ASCs, we succeeded in
reducing our outstanding debt obligations to our senior lender
from $30 million to $8.5 million, thus materially strengthening
our balance sheet.  Further, we remain in active discussions with
our senior lender to resolve the remaining debt balance, and
recently received a six-month forbearance on the associated note.

"In tandem with the sale of our ASCs, PainCare also initiated an
in-depth review of our Practice Management Group.  This evaluation
process resulted in our election to either close or sell back to
the original shareholder physician 10 of the 20 practices that
comprised our former national network.  The collective impact of
this restructuring of our network of affiliated practices should
yield PainCare a much stronger operating platform in 2008 and
beyond.  Although we may yet divest two more practices, which will
be determined prior to year end, we plan to distinguish all
remaining practices as nationally recognized Centers of Excellence
for the delivery of state-of-the-art pain care and treatment.

"We have also been working to support those business interests
that, on a moving forward basis, will serve as true driving forces
behind PainCare's revitalization efforts.

"These include Caperian Inc., a wholly owned subsidiary of
PainCare, whose mission is to create and drive value through
development of commercial medical real estate projects on a
national basis, including surgery centers, medical buildings and
specialty hospitals and clinics.

"Integrated Pain Solutions, another wholly owned subsidiary, has
been gaining considerable traction in its effort to emerge as the
nation's first managed services organization solely dedicated to
improving care and reducing costs associated with the treatment of
pain.  Since first launching operations in early 2007, IPS has
made progress in ramping up its infrastructure and beginning the
transformation from a development stage to a revenue generating
company.  To date, IPS has established provider networks in
Colorado, Florida, Illinois, Michigan, New Jersey and Tennessee
(with plans to expand into Alabama, California, Georgia, New York,
Ohio, Pennsylvania and Texas over the next six to nine months),
and has begun implementation of its contract with Coalition
America, the nation's leader in medical claim savings.

"In addition to directing growth in our Practice Management Group,
Caperian and IPS, PainCare is also exploring opportunities to
leverage our national reputation and medical marketing expertise
to promote the creation of additional revenue channels for our
company.

"In closing, it is our greatest hope that the recovery underway at
PainCare will help to ultimately revitalize shareholder confidence
in our company.  PainCare's longstanding investors, Midsummer
Capital and Islandia, increased its investment in our company by
way of a $2 million equity placement, helping to provide cash
resources needed to support our operations.  

"To those shareholders who have stood by us through the many
challenges we've endured and overcome over the past two years, I'd
like to once again extend my thanks for your ongoing support,"
concluded Lubinsky.

                     About PainCare Holdings

Headquartered in Orlando, Florida, PainCare Holdings Inc.
(AMEX: PRZ) -- http://www.paincareholdings.com/-- provides pain-
focused medical and surgical solutions and services.  Through its
proprietary network of acquired or managed physician practices,
and in partnership with independent physician practices and
medical institutions throughout the United States and Canada,
PainCare is committed to utilizing the most advanced science and
technologies to diagnose and treat pain stemming from neurological
and musculoskeletal conditions and disorders.

Through its wholly owned subsidiary, Caperian Inc., PainCare
offers medical real estate and development services.  Through
Integrated Pain Solutions, the company is engaged in pioneering
the nation's first managed services organization that offers a
multi-disciplinary healthcare network focused on the treatment of
pain.

                          *     *     *

As reported in the Troubled Company Reporter on April 12, 2007,
BKHM P.A., in Winter Park, Florida, expressed substantial doubt
about PainCare Holdings Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements as of the years ended Dec. 31, 2006 and 2005, due to
the defaults on the HBK and CPMASC promissory notes and
convertible debentures.  A significant portion of the company's
assets are pledged as collateral, and foreclosure would seriously
impair the company's ability to operate.


PAINCARE HOLDINGS: Posts $59.2 Mil. Net Loss in Qtr. Ended June 30
------------------------------------------------------------------
PainCare Holdings Inc. reported a net loss of $59.2 million for
the second quarter ended June 30, 2007, compared to a net loss of
$549,751 in the second quarter of 2006.  For the six months ended
June 30, 2007, net loss totaled $62.4 million, compared to net
income of $17.7 million reported for the first six months of last
year.

Total revenues from continuing operations for the second quarter
were $9.6 million, a 12% decrease from $10.8 million in the prior
year's second quarter.  For the six months ended June 30, 2007,
total revenues declined 13% to $19.9 million from $23 million in
the comparable six month reporting period in 2006.

The company had a non-cash, non-recurring goodwill impairment
charge of $15.2 million in the second quarter of this year.  In
addition, due to the divestiture of certain business interests,
loss from discontinued operations resulted in a non-cash, non-
recurring charge totaling $28.1 million during the three months
ended June 30, 2007.

At June 30, 2007, the company's consolidated financial statements  
showed $90.9 million in total assets, $52.3 million in total
liabilities, $2.9 million in minority interests related to
discontinued operations, and $35.7 million in total shareholders'
equity.

The company's consolidated balance sheet at June 30, 2007,
moreover showed strained liquidity with $25.4 million in total
current assets available to pay $47.6 million in total current
liabilities.

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?2434

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 12, 2007,
BKHM P.A., in Winter Park, Florida, expressed substantial doubt
about PainCare Holdings Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements as of the years ended Dec. 31, 2006 and 2005, due to
the defaults on the HBK and CPMASC promissory notes and
convertible debentures.  A significant portion of the company's
assets are pledged as collateral, and foreclosure would seriously
impair the company's ability to operate.

                    About PainCare Holdings

Headquartered in Orlando, Florida, PainCare Holdings Inc.
(AMEX: PRZ) -- http://www.paincareholdings.com/-- provides pain-
focused medical and surgical solutions and services.  Through its
proprietary network of acquired or managed physician practices,
and in partnership with independent physician practices and
medical institutions throughout the United States and Canada,
PainCare is committed to utilizing the most advanced science and
technologies to diagnose and treat pain stemming from neurological
and musculoskeletal conditions and disorders.

Through its wholly owned subsidiary, Caperian Inc., PainCare
offers medical real estate and development services.  Through
Integrated Pain Solutions, the company is engaged in pioneering
the nation's first managed services organization that offers a
multi-disciplinary healthcare network focused on the treatment of
pain.


PIERRE FOODS: S&P Holds 'B' Rating on Credit Facility Amendment
---------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'B' corporate
credit rating and other ratings on Cincinnati, Ohio-based Pierre
Foods Inc.  The ratings were removed from CreditWatch, where they
were placed with negative implications on Sept. 25, 2007,
following the company's announcement that it was in violation of
the consolidated leverage ratio covenant under its bank credit
agreement as of the end of its fiscal second quarter ended
Sept. 1, 2007.  As a result of the covenant violation, Pierre had
lost access to its revolving credit facility.  The outlook is
negative.
     
"The rating affirmation and removal from CreditWatch reflects
Pierre having successfully obtained an amendment to its senior
credit facility," said Standard & Poor's credit analyst Rick Joy.  
     
The amendment provides for a waiver of noncompliance with the
leverage ratio covenant for the second quarter ended Sept. 1,
2007.  Pierre also received additional cushion under the financial
covenants and regained access to its $40 million revolving credit
facility.
     
"While the amendment to its senior credit facility provides
covenant relief," said Mr. Joy, "liquidity remains somewhat weak
for the rating, and we remain concerned that the company will
continue to experience challenges from high commodity costs and
integration issues with Zartic Inc."
     
Pierre Foods manufactures and markets processed food items with a
niche focus on formed, precooked protein products and hand-held
convenience sandwiches.


POCKET VALLEY: Case Summary and 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Pocket Valley Nursery, Inc.
        54 Quakertown Avenue Suite 4B
        Pennsburg, PA 18073

Bankruptcy Case No.: 07-15870

Type of business: The Debtor sells flowers.

Chapter 11 Petition Date: October 5, 2007

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Bruce I. Fox

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  Ciardi & Ciardi, P.C.
                  One Commerce Square 2005 Market Street
                  Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of 18 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
Warren Parker                                           $260,000
804 North 7 Highway
Blue Springs, MO 64014

Charlie Campbell                                        $200,000
3125 Welsh Road
Mohnton, PA 19540

Anthony Palumbo                                         $100,000
450 Gross Road
Quakertown, PA 18951

Herb Landsberg                                           $80,000

Christopher Sheibo                                       $75,000

Gary Merlo                                               $75,000

Kevin Bieros                                             $75,000

Gerald Thomas                                            $70,000

Sally Wimmer                                             $70,000

Kevin Chowns                                             $60,000

Scott Schultz                                            $60,000

James A. Ashton                                          $52,000

Douglas Yajko                                            $50,000

James McAndrew                                           $50,000

William T. Dudeck, Esq.                                  $50,000

Chris Derstine                                           $35,000

Jeffrey Boerner                                          $30,000

Joseph A Karaisz                                         $27,000


POCKET VALLEY: Organizational Meeting Scheduled on October 23
-------------------------------------------------------------
The U.S. Trustee for Region 3 will hold an organizational meeting
to appoint an official committee of unsecured creditors in Pocket
Valley Nursery Inc.'s chapter 11 case at 11:00 a.m., on Oct. 23,
2007, at the Office of the United States Trustee, Chapter 11,
341 (a) Meeting Room, Suite 501, 833 Chestnut Street in
Philadelphia, Pennsylvania

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.  The
meeting is not the meeting of creditors pursuant to Section 341 of
the Bankruptcy Code.  However, a representative of the Debtor will
attend and provide background information regarding the cases.

Creditors interested in serving on a Committee should complete and
return to the U.S. Trustee a statement indicating their
willingness to serve on an official committee.

Official creditors' committees, constituted under Section 1102 of
the Bankruptcy Code, ordinarily consist of the seven largest
creditors who are willing to serve on a committee.  In some
Chapter 11 cases, the U.S. Trustee is persuaded to appoint
multiple creditors' committees.

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

Based in Pennsburg, Pennsylvania, Pocket Valley Nursery, Inc.,
sells flowers.


POINT THERAPEUTICS: Inks Merger Agreement with DARA BioSciences
---------------------------------------------------------------
Point Therapeutics Inc. and DARA BioSciences(TM), have entered
into a definitive agreement to merge.

Pursuant to the merger agreement, DARA will merge with a
subsidiary of Point, with DARA surviving as a wholly owned
subsidiary of Point.  After giving effect to the merger, DARA
stockholders will hold 96.4% of Point's outstanding shares of
common stock on a fully-diluted basis, and Point will change its
name to DARA BioSciences Inc. and be based in Raleigh.  The
acquisition is intended to be a tax-free reorganization under
Section 368(a) of the Internal Revenue Code and is expected to
close in the first quarter of 2008.

The combined company plans to evaluate and prioritize its
potential research and development programs.  DARA and Point's
combined R&D assets for the development of therapeutics are
focused in the areas of metabolic diseases, including Type 2
diabetes, neuropathic pain, dermatologic disorders, and oncology.  
A recently signed license agreement with Bayer Pharmaceuticals
grants DARA exclusive worldwide rights to a series of patents and
compounds for the treatment of metabolic diseases, including Type
2 diabetes and dyslipidemia, expanding DARA's current product
candidate pipeline for metabolic diseases.  DARA is also
developing a novel therapeutic candidate for the treatment of
chronic neuropathic pain in cancer patients, a program that is
currently in a Phase 2 clinical trial.

Commenting on the announced merger plans, Richard A. Franco, Sr.,
DARA's President and Chief Executive Officer, stated, "All parties
involved believe this to be a logical and productive course of
action given the potential synergies of combining Point and DARA.  
We believe this transaction provides an exciting opportunity for
the stockholders of both companies to realize value and liquidity
from this combination."

"We are excited about the opportunity to merge with DARA," said
Don Kiepert, Point's Chairman and President.  "The combination of
Point and DARA will give our stockholders an opportunity to retain
an equity interest in a stronger company with a broad and
attractive portfolio of potential products."

Point and DARA believe that the proposed merger will qualify as a
"reverse merger" under NASDAQ Marketplace Rule 4340.  As a result,
although Point's common stock is currently listed on NASDAQ, DARA
intends to file an initial listing application and satisfy all
requirements for initial listing, subject to the completion of the
merger and NASDAQ approval.  As previously announced on
September 17, 2007, Point received a determination letter from the
staff of The NASDAQ Stock Market indicating that Point's
securities are subject to potential delisting from NASDAQ.  The
staff determination was based on the fact that Point does not
currently meet the $1 minimum share price requirement for
continued listing on NASDAQ and that Point's recent cessation of
its clinical and research operations renders Point a "public
shell," or non-operating company in the opinion of the staff.  
Point has requested a hearing before a NASDAQ Listing
Qualifications Panel and intends to seek continued listing of its
common stock pending the completion of the merger, subject to
NASDAQ approval.

                     About DARA BioSciences

Raleigh, North Carolina-based, Dara BioSciences Inc. --
http://www.darabiosciences.com/-- is a development-stage  
pharmaceutical company that acquires promising therapeutic
molecules and medical technologies directly.  DARA focuses its
therapeutic development efforts on small molecules from late
preclinical development through phase 2 clinical trials.  DARA is
developing a portfolio of therapeutic candidates for neuropathic
pain, metabolic diseases including Type 2 diabetes, and
dermatological disorders.

                    About Point Therapeutics

Headquartered in Boston, Point Therapeutics Inc. (NASDAQ: POTP) --
http://www.pther.com/-- is a biopharmaceutical company which has  
studied its lead product candidate, talabostat, in a number of
human clinical trials in late-stage cancers.

Recent interim clinical results caused Point's Independent Data
Monitoring Committee to recommend stopping Point's most advanced
clinical trials, two Phase 3 talabostat studies for patients in
advanced non-small cell lung cancer.  Subsequently, the talabostat
clinical development program was put on clinical hold by the FDA.

Point has also studied talabostat in several Phase 2 trials,
including as a single-agent and in combination with cisplatin in
metastatic melanoma, in combination with rituximab in advanced
chronic lymphocytic leukemia, and in combination with gemcitabine
in Stage IV pancreatic cancer.  Due to cash limitations, Point is
not currently funding any research or clinical operations.

                        Going Concern Doubt

Ernst & Young LLP raised substantial doubt about Point
Therapeutics Inc.'s ability to continue as a going concern.  The
company has incurred recurring operating losses and negative cash
flows from operating activities in each of the last five years and
has an accumulated deficit of $91,734,000 as of Dec. 31, 2006, and
will be required to obtain additional funding or alternative means
of financial support, prior to Dec. 31, 2007.


PULTE HOMES: Moody's Puts Corporate Family Rating at Ba1
--------------------------------------------------------
Moody's Investors Service lowered all of the ratings of Pulte
Homes, Inc. and assigned the company a corporate family rating of
Ba1.  The ratings were taken off review for downgrade where they
had been placed on August 22, 2007, and the outlook is negative.

The downgrades and negative outlook reflect these concerns by
Moody's:

    1) Weak industry conditions will prevail at least until 2009,
       with any sector recovery likely to be subdued for some time
       after that.

    2) After eliminating the impact of accounting charges, Pulte's
       performance in reducing actual inventories has fallen short
       of expectations.  For the 12-month period ended June 30,
       2007, Pulte was in fact able to reduce actual inventories,
       but only by 4.04%.  However, for the twelve-month period
       ended March 31, 2007, actual inventories increased, and on
       a sequential basis for the three months and the six months
       ended June 30, 2007, actual inventories also rose.  Recall
       that the industry has always maintained that homebuilders
       could slam on the brakes during a downturn, greatly reduce
       inventories, and turn large negative cash flow generation
       into robustly positive cash flow creation.

    3) As a result of the modest reductions in actual inventory
       levels, the higher-than-normal cancellation rates, and
       deliveries (that at least heretofore) have fallen short of
       expectations, cash flow generation may remain under
       pressure going forward.

    4) Pulte, like other homebuilders, has had limited success in
       scaling back its costs to match its rapidly declining
       revenue run rate.  As a result, pre-impairment earnings
       have been modestly negative in recent quarters and are
       unlikely to show dramatic near-term improvement.

    5) Pulte's total land supply is greater than seven years,
       which places it near the upper end of the industry in terms
       of forward supply.  This makes it likely that land
       impairment and option abandonment charges will continue for
       the next year, further chipping away at the cushion that
       Pulte has in its debt leverage covenant.  While the
       $2.6 billion of current headroom may seem unassailable,
       several large write-offs and a narrowing of the debt
       leverage covenant to 50% and lower from its current 55%
       (from falling below 2x interest coverage for two
       consecutive quarters) could cause that cushion to erode
       rapidly.

At the same time, Pulte's ratings consider the company's long
history of consistent, steady performance through past down
cycles, its conservative, stable approach to new business
opportunities, its robust market position, and its widespread
geographic, product and price point diversity.

The ratings changes and new assignment are:

    * Ba1 corporate family rating assigned
    * Senior unsecured notes lowered to Ba1 (LGD4, 56%) from Baa3

Going forward, the outlook could stabilize if the company were to
generate large and consistent cash flow streams and use the cash
both to augment liquidity as well as for significant debt
repayment.  The ratings could be further pressured if the company
returned to generating negative cash flow on a trailing twelve-
month basis, were to incur a sizable pre-impairment loss, or were
to appear unlikely to comply with key bank covenants.

Headquartered in Bloomfield Hills, Michigan, Pulte Homes, Inc. is
one of the country's largest homebuilders, with domestic
operations in 27 states and 52 markets, as well as in Puerto Rico.
Revenues and net income for the trailing twelve month period ended
June 30, 2007 were approximately $11.8 billion and $(411) million,
respectively.


QUALITY HOME: Committee Wants FTI Consulting as Financial Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Quality Home
Loans and its debtor-affiliates' chapter 11 cases asks the U.S.
Bankruptcy Court for the Central District of California for
permission to retain FTI Consulting Inc. as its financial advisor,
nunc pro tunc to Sept. 10, 2007.

FTI will:

   a. assist the Committee in the review of financial related
      disclosures required by the Court, including the schedules
      of assets and liabilities, the statement of financial
      affairs and monthly operating reports;

   b. assist the Committee with information and analyses required
      pursuant to the Debtors' debtor-in-possession financing
      including, the preparation for hearings regarding the use of
      cash collateral and DIP financing;

   c. assist in the review of the Debtors' short-term cash
      management procedures;

   d. assist in the review of critical employee benefit and vendor
      programs;

   e. assist and advice the Committee with respect to the Debtor's
      identification of core business assets and disposition of
      assets or liquidation of unprofitable operations;

   f. assist in the review of the Debtors' performance of
      cost/benefit evaluations with respect to the affirmation or
      rejection of various executory contracts and leases;

   g. assist in the review of financial information distributed by
      the Debtors to creditors and others, including cash flow
      projections and budgets, cash receipts and disbursement
      analysis, analysis of various asset and liability accounts,
      and analysis of proposed transactions for which Court
      approval is sought;

   h. attend meetings and assist in discussions with the Debtors,
      potential investors, banks, other secured lenders, the
      Committee and any other official committees organized in the
      chapter 11 proceedings, the U.S. Trustee, other parties-in-
      interest and professionals hired, as requested;

   i. assist in the review and preparation of information and
      analysis necessary for the confirmation of a plan in the
      chapter 11 proceedings;

   j. assist in the evaluation and analysis of avoidance actions,
      including fraudulent conveyances and preferential transfers;

   k. testify on case related issues as required by the Committee;
      and

   l. render other general business consulting or other assistance
      as the Committee or its counsel may deem necessary that are
      consistent with the role of a financial advisor and not
      duplicative of services provided by other professionals in
      the proceeding.

The customary hourly rates of FTI's professionals are:

       Designation                        Hourly Rate
       -----------                        -----------
       Senior Managing Directors          $615 - $675
       Directors/Managing Directors       $450 - $590
       Consultants/Senior Consultants     $215 - $420
       Administration/Paraprofessionals    $95 - $180

Freddi Reiss will primarily serve the Committee in this engagement
and charges at $675 per hour for his services.

The Committee assures the Court that FTI does not represent any
entity having adverse interest in the case and is therefore
eligible to represent the Committee.

The firm can be reached at:

             FTI Consulting Inc.
             3 Times Square, 11th Floor
             New York, NY 10036
             Tel: (212) 247-1010
             Fax: (212) 841-9350
             http://www.fticonsulting.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).  William N. Nobel, Esq. and Mike D. Neue,
Esq. at Irell & Manella LLP represent the Debtors in their
restructuring efforts.  Eric. E. Sagerman, Esq. and David L.
Wilson III, Esq. at Winston & Strawn LLP act as counsels to the
Official Committee of Unsecured Creditors.  The Debtors' schedules
disclose total assets of $130,319,336 and total debts of
$177,043,476.


REMY INT'L: Bankruptcy Filing Cues Moody's to Withdraw Ratings
--------------------------------------------------------------
Moody's Investors Service has lowered the Probability of Default
Ratings of Remy International, Inc. to D from C/LD, and affirmed
the Corporate Family Rating at Ca, the second-priority senior
secured floating rate notes at B3, the senior unsecured notes at
Ca; and the senior subordinated notes at C.  The Probability of
Default rating of D reflects the filing for Chapter 11 protection
by Remy pursuant to it previously announced prepackaged plan of
reorganization which was supported by the company's unsecured
noteholders.

Subsequent to Remy's Chapter 11 filing, Moody's will withdraw the
ratings of Remy International, Inc.

Ratings lowered:

    * Probability of Default Rating, to D from C/LD;

Ratings affirmed:

    * $125 million of guaranteed second-priority senior secured
      floating rate notes at B3 (LGD2, 12%)

    * $145 million of 8.625% guaranteed senior unsecured notes
      at Ca (LGD4, 52%);

    * $150 million of 9.375% guaranteed senior subordinated notes
      at C (LGD6, 99%);

    * $165 million of 11% guaranteed senior subordinated notes
      at C (LGD6, 99%);

    * Corporate Family Rating, Ca;

The last rating action was on Sept. 28, 2007 when the ratings were
lowered.

The $80 million senior secured term loan and the senior secured
asset based revolving credit facility are not rated by Moody's.

Remy International, Inc. is headquartered in Anderson, Indiana.
The company is a leading global manufacturer and remanufacturer of
aftermarket and original equipment electrical components for
automobiles, light trucks, heavy duty trucks and other heavy duty
vehicles.  Remy International is privately owned in the following
approximate percentages by affiliates of Citicorp Venture Capital
(70%); Berkshire Hathaway (20%); and management/miscellaneous
other investors (10%).  Annual revenues over the last twelve
months approximated $1.1 billion.


REMY INTERNATIONAL: S&P Assigns Default Rating on $125MM Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Remy
International Inc.'s $200 million first-priority bank loan and
$125 million second-priority floating notes to 'D' from 'CC'.
      
"The rating actions follow Remy's announcement that on Oct. 8 it
filed for voluntary bankruptcy proceedings for itself and its
domestic subsidiaries under Chapter 11 of the U.S. Bankruptcy Code
to seek confirmation of its previously announced plan of
reorganization," said Standard & Poor's credit analyst Nancy
Messer.  "We expected the Chapter 11 filing because the company
had previously reached an agreement with the majority of its
unsecured debt holders to undertake a capital restructuring
through a prepackaged POR."
     
Remy is a large manufacturer and remanufacturer of after-market
and original equipment electrical components, primarily starter
motors and alternators.  As a critical part of the restructuring,
Remy successfully renegotiated certain material commercial
agreements to improve margins.


REMY WORLDWIDE: Can Use Cash Collateral for Debt Payment
--------------------------------------------------------
Remy Worldwide Holdings Inc. and its debtor-affiliates obtained
authority of the U.S. Bankruptcy Court for the District of
Delaware to use proceeds from a January 2007 asset sale and any
existing funds to pay off $158 million in prepetition loan
obligations and for working capital purposes.

Prior to Oct. 8, 2007, the Debtors obtained funding under a Third
Amended and Restated Loan and Security Agreement, dated Dec. 27,
2005, with Credit Suisse Cayman Islands Branch, Wachovia Capital
Finance Corporation (Central), and a consortium of lenders.  The
Prepetition Agreement provided for a term loan facility and a
revolving credit facility of up to $250 million.  The Agreement
also provided for the issuance of letters of credit of up to $30
million in the aggregate.  The loan proceeds were used for general
corporate purposes.

Credit Suisse served as administrative agent for the term loan
lenders.  Wachovia acted as administrative agent for the
revolving loan lenders.

As of Oct. 8, 2007, the Debtors owed the Prepetition Lenders
$80 million under the Term Loan Facility and $78 million under the
Revolving Credit Facility, including the Letters of Credit.

The Prepetition Loan obligations are secured by a first priority
perfected security interests in substantially all of the assets of
certain Debtors.

On Jan. 31, 2007, the Debtors sold their diesel engine
remanufacturing business to Caterpillar for $158 million.  The
Debtors and Caterpillar also entered into outsourcing agreements,
which are expected to result in additional cash proceeds of
roughly $14 million in 2007 to the Debtors.

The Debtors have deposited $53 million of the sale proceeds into
an account for the Prepetition Lenders' benefit.

The remaining obligations under the Prepetition Credit Agreement
will be satisfied by certain of the proceeds from the Debtors'
postpetition financing agreement with Barclays Capital.  Barclays
Bank PLC's investment banking arm has agreed to provide the
Debtors up to $225 million of DIP financing and $330 million of
long-term exit financing.

               Replacement Liens to FR Noteholders

At the Oct. 10, 2007 hearing on the Debtors' request, the
Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware also granted certain noteholders a
replacement lien for the Debtors' use of the Caterpillar
proceeds.The Debtors

Douglas P. Bartner, Esq., at Shearman & Sterling LLP, in New
York, related the Debtors' proposed counsel, said in Court papers
that the sale proceeds and any other funds of the Debtors
constitute cash collateral under Section 363(a) of the Bankruptcy
Code of:

   -- the Prepetition Lenders; and

   -- the holders of second priority senior floating rate notes
      due 2009 issued by Remy International, Inc., in the
      aggregate amount of $125 million.

The Debtors' obligations under the FR Notes are governed by an
April 23, 2004 indenture with Deutsche Bank National Trust
Company, as trustee, and are secured by perfected security
interests in substantially all of the assets of certain Debtors.

There is substantial overlap between the collateral related to
the Prepetition Loan and the FR Notes, Mr. Bartner said.  The
rights and priorities of the Prepetition Lenders and the FR
Noteholders with respect to the Prepetition Loan Collateral and
the FR Collateral are governed by an intercreditor agreement
dated April 23, 2004.  The Intercreditor Agreement provides that
liens of the Prepetition Lenders are senior to the FR Parties'
liens on the same property.

Mr. Bartner said Credit Suisse, Wachovia, the Prepetition Lenders
and representatives of more than two-thirds in amount of the FR
Noteholders have consented to the limited use by the Debtors of
the Cash Collateral.

In his order, Judge Carey granted Deutsche Bank, on the FR
Noteholders' behalf, a replacement lien on all collateral to the
extent there is a diminution in the value of the FR Prepetition
Collateral.  The FR Noteholders will also receive an
administrative claim pursuant to Section 507(b) of the Bankruptcy
Code to the extent the replacement lien does not adequately
protect any diminution in the value of the FR Prepetition
Collateral.

The Debtors will pay for the legal fees and expenses of the ad
hoc committee of FR Noteholders and the FR Indenture Trustee.  
The fees and expenses are not subject to Court or United States
Trustee oversight.

Any interested party may challenge under Section 506(b) of the
Bankruptcy Code any adequate protection payments to the FR
Noteholders.  In the event the payments are not allowed under
Section 506(b), the payments may be recharacterized as payment of
principal on the FR Notes or disgorged, as appropriate.

The Debtors are also authorized to pay the FR Indenture Trustee
in cash all accrued and unpaid interest at the non-default rate
and on the dates set forth in the FR Indenture.

The replacement lien serves as adequate protection to the FR
Noteholders on account of the Debtors' continuing use of the
Noteholders' cash collateral and the priming of th FR Collateral
by the DIP Facility, Mr. Bartner said.

The use of the Deposited Funds to refinance the prepetition debt
will result in savings of interest for the Debtors, Mr. Bartner
said.

                       Other Cash Collateral

The Debtors also obtained permission to use cash collateral --
other than the sale proceeds -- during the period after the
Petition Date until the indefeasible payment in full in cash of
the Debtors' obligations under the Barclays credit facility.  The
Debtors will use the Other Cash Collateral to pay salaries,
taxes, goods and materials, and other general corporate and
working capital expenses in the ordinary course of their
businesses.

Absent immediate use of Cash Collateral, the Debtors will be
unable to pay ongoing operational expenses, John H. Weber, Remy's
president, said.

"It is essential that the Debtors immediately stabilize their
operations and resume paying for ordinary, postpetition operating
expenses, as well as the prepetition expenses approved [for
payment by the Court], to minimize the damage occasioned by their
cash flow problems," Mr. Weber said.

                        Challenge Period

Judge Carey gave parties-in-interest the earlier of Dec. 22, 2007,
or the effective date of the Debtors' plan of reorganization to
present any challenge to the validity, perfection, amount and
enforceability of the Prepetition Lenders' and the FR Noteholders'
liens.

Mr. Bartner noted that counsel for the parties that have agreed
to support the Plan has already had an extensive opportunity to
investigate the validity, perfection and enforceability of the
Prepetition Lenders' liens, and the Plan Support Parties do not
object to the Debtors' repayment of the prepetition debt.

The Debtors expect to conclude their restructuring cases within
60 days.

                     Final Hearing on Nov. 7

The Court will convene a hearing Nov. 7, 2007, at 10:00 a.m.
to consider approval of the Debtors' request on a final basis.
Objections, if any, to the Debtors' continued use of Cash
Collateral must be filed by Oct. 29, 2007.

Richard A. Levy, Esq., and Vic Puri, Esq., at Latham & Watkins
LLP, in Chicago, Illinois, represent Wachovia.  Adam Harris,
Esq., at Schulte Roth & Zabel LLP, in New York, represents Credit
Suisse.

Deutsche Bank is represented by Mark F. Hebbelen, Esq., at
Drinker Biddle Gardner Carton's Chicago office, and Howard A.
Cohen, Esq., at Drinker Biddle's Wilmington, Delaware office.

Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford,
Connecticut, and Joseph H. Huston, Esq., at Stevens & Lee, P.C.,
in Wilmington, Delaware, represent the FR Noteholder Group.

                      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; Issue No. 2, Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


REMY WORLDWIDE: Gets Interim Court Nod on $160MM DIP Financing
--------------------------------------------------------------
Remy Worldwide Holdings Inc. and its debtor-affiliates obtained
interim authority from the U.S. Bankruptcy Court for the District
of Delaware to borrow up to $160 million from a $225 million
postpetition financing facility syndicated by Barclays Capital.

The Debtors have entered into a $120 million Secured, Super-
Priority Debtor-in-Possession and Exit Revolver Credit Agreement
dated Oct. 10, 2007, with Barclays Capital as Sole Lead Arranger
and Sole Bookrunner; Barclays Bank PLC as Administrative Agent,
Collateral Agent and Lender; Wachovia Capital Finance Corporation
as Co-Collateral Agent and Syndication Agent; and General Electric
Capital Corporation and Wells Fargo Foothill, LLC as Co-
Documentation Agents.  The asset-based revolver includes a letter
of credit sub-facility.

A full-text copy of the Revolver Agreement is available for free
at http://ResearchArchives.com/t/s?2437

The Debtors have also entered into a $105 million Senior Secured
Debtor-in-Possession and Exit First Lien Credit Agreement, dated
Oct. 10, 2007, with Barclays Capital as Sole Lead Arranger and
Sole Bookrunner and Barclays Bank as Administrative Agent and
Lender.

A full-text copy of the First Lien Agreement is available for free
at http://ResearchArchives.com/t/s?2438

The Debtors have the option to convert the Revolving and the
First Lien Term Loans to Exit Facilities no later than April 10,
2008.  Upon conversion, the First Lien Term Loan may be increased
to $160 million.

Remy Worldwide Holdings, Inc., will guarantee the payment of each
Debtor's obligations under the DIP Facility.

The Court also authorized the Debtors to execute a separate
$50 million Second Lien Credit Agreement, dated Oct. 10, 2007,
with Barclays.

A full-text copy of the Second Lien Agreement is available for
free at http://ResearchArchives.com/t/s?2439

Douglas P. Bartner, Esq., at Shearman & Sterling LLP, in New
York, the Debtors' proposed counsel, said in Court papers that
that the Debtors were unable to obtain DIP financing in the form
of unsecured credit repayable as an administrative expense.  No
third party lender was willing to extend postpetition financing
without receiving senior and priming liens on and security
interests in substantially all of the Debtors' prepetition assets.

Without sufficient liquidity, the Debtors will be unable to pay
suppliers, employees and other constituencies that are essential
to the orderly operation of their businesses and to confirm their
Plan, according to Mr. Bartner.

The Debtors presented to the Court a proposed budget showing
their cash needs for a six-week period through Nov. 9, 2007.  A
full-text copy of the Interim DIP budget is available for free at
http://ResearchArchives.com/t/s?243a

Rothschild Inc., the Debtors' financial advisors, contacted seven
lending institutions.  From those institutions, the Debtors
received five initial proposals.  Based on the initial proposals
three institutions were invited to attend management
presentations.

The Debtors accepted the proposal from Barclays because the
structure and pricing of their proposals were the best available
to the Debtors, Mr. Bartner said.

                 Terms of $225-Mil. DIP Facility

The Debtors will use the loan proceeds to repay in full their
$158,000,000 prepetition loan obligations as well as to pay
postpetition operating expenses, and to pay other costs and
expenses of administration of the bankruptcy cases.

The DIP Facility will terminate on the earliest of six months
after the date of the Closing Date, the effective date of the
Debtors' plan of reorganization, or the date of termination of
the commitments or acceleration of any outstanding extensions of
credit.  The DIP Facility may be extended by up to six months.

The DIP Revolving Credit Facility will incur interest at, at the
Debtors' option, either the LIBOR Rate or the Alternate Base Rate
plus the Applicable LIBOR Margin of 2.00% and Applicable ABR
Margin of 1.00%.  Three months after the Closing Date, the
applicable margin for the DIP Revolving Credit Facility will be
determined by a grid based on average excess availability for the
most recent prior month:

                            Applicable   Applicable Facility
     Excess Availability   LIBOR Margin      ABR Margin
     -------------------   ------------  -------------------
     > $85,000,000             1.75%            0.75%

     < or = $85,000,000 but    2.00%            1.00%
     > or = $40,000,000

     < $40,000,000             2.25%            1.25%

The DIP Term Loan Facility will incur interest at, at the
Debtors' option, either the LIBOR Rate or the Alternate Base Rate
plus the Applicable LIBOR Margin of 4.50% and Applicable ABR
Margin of 3.50%.

Upon an event of default, the Debtors will pay default interest
and letter of credit fees at 2.00% above the rate otherwise
applicable.

The Debtors' obligations under the DIP Facility are secured by
valid, binding, continuing, enforceable, fully perfected and
unavoidable first priority senior priming security interests in,
and liens upon, all of the Debtors' domestic assets, and 65% of
all capital stock of all the first-tier material foreign
subsidiaries, including 65% of all capital stock of Remy Auto
Parts Holdings B.V.

The DIP Liens, however, do not include avoidance actions under
Chapter 5 of the Bankruptcy Code and any proceeds net of costs to
pursue the avoidance claims.  In addition, the DIP Liens will:

   -- be subject, in an event of default, to a carve-out for
      payment of bankruptcy professional fees not to exceed
      $2.5 million in the aggregate; and fees payable to the   
      United States Trustee under 28 U.S.C. Section 1930 and to
      the clerk of court; and

   -- take second priority to certain existing liens on the
      Debtors' assets

The Existing Liens exclude any liens:

   1. by the Debtors' prepetition secured lenders;

   2. by the holders of Remy International Inc.'s second
      priority senior floating rate notes due 2009 in an
      aggregate amount of $125 million;

   3. by the Pension Benefit Guaranty Corporation related to
      the Debtors' Salaried Retirement Plan and Hourly
      Employees Pension Plan;

   4. arising out of or related to an October 1, 2007,
      promissory note for $7,279,286 made by World Wide
      Automotive, L.L.C. payable to the United States Customs
      and Border Protection.

                        DIP Financing Fees

The Court permitted the Debtors to pay all fees payable pursuant
to the amended and restated fee letter between Barclays and Remy
International dated Aug. 29, 2007.  The Debtors have filed the fee
letter under seal, in light of the confidential commercial nature
of the information in the fee letter.

Specifically, the Debtors will pay to the DIP Lenders:

   -- a DIP Revolving Credit Facility Commitment Fee equal to
      0.375% per annum of the unused portion of the DIP
      Revolving Credit Facility;

   -- a DIP Term Loan Facility Commitment Fee equal to 1% per
      annum on the committed but undrawn portion of the Term
      Loan Facilities from the DIP Facility Closing Date to the   
      Exit Facility Closing Date.  The undrawn portion of the
      Term Loan Facilities means $55,000,000 of the First-Lien
      Term Loan and the entire amount of the Second-Lien Term
      Loan; and

   -- Letter of Credit Fees equal to:

      (i) The Applicable LIBOR Margin then in effect for the
          DIP Revolving Credit Facility, multiplied by

     (ii) the average daily maximum aggregate amount available
          to be drawn under all Letters of Credit.

The Debtors will also pay a fronting fee to the Issuing Bank as
well as certain customary fees.

The Debtros will also pay fees due to Barclays in connection with
arranging and providing the DIP Facility and Exit Facilities; and
underwriting deposit and out-of-pocket expenses in connection with
the costs and expenses incurred by Barclays in conducting due
diligence and documentation.

Barclays may revise the interest rates or prepayment amounts
contained in the DIP Facility and Exit Facilities.

                       Financial Covenants

The DIP Credit Agreements provide for certain financial covenants
which will be tested on a monthly basis until the Exit Facilities
Conversion Date, and thereafter, on a quarterly basis.

Among others, the Debtors covenant with the DIP Lenders not to
let, at the end of each fiscal month or fiscal quarter as
applicable, EBITDA for the 12-month period then ended below:

                Fiscal Month/Fiscal    
                Quarter                        EBITDA
                -------------------            ------
                October 31, 2007            $27,300,000
                November 30, 2007            28,600,000
                December 31, 2007            46,800,000
                January 31, 2008             50,300,000
                February 29, 2008            52,700,000
                March 31, 2008               52,700,000
                June 30, 2008                64,400,000
                September 30, 2008           84,200,000
                December 31, 2008            86,800,000
                March 31, 2009               93,800,000
                June 30, 2009                98,600,000
                September 30, 2009           96,300,000
                December 31, 2009           103,500,000
                March 31, 2010              104,500,000
                June 30, 2010               105,600,000
                September 30, 2010          106,700,000
                December 31, 2010           107,700,000
                March 31, 2011              109,300,000
                June 30, 2011               111,000,000
                September 30, 2011          112,600,000
                December 31, 2011           114,200,000
                March 31, 2012              114,200,000
                June 30, 2012               114,200,000
                September 30, 2012          114,200,000
                December 31, 2012           114,200,000
                March 31, 2013              114,200,000

The Debtors covenant with the Lenders to limit their capital
expenditures during each fiscal quarter to:

                                           Maximum CapEx
                Fiscal Quarter Ended         Per Period
                --------------------        -------------
                December 31, 2007            $6,200,000
                March 31, 2008                7,700,000
                June 30, 2008                 6,100,000
                September 30, 2008            6,100,000
                December 31, 2008             6,100,000
                March 31, 2009                6,100,000
                June 30, 2009                 6,400,000
                September 30, 2009            6,300,000
                December 31, 2009             6,300,000
                March 31, 2010                7,000,000
                June 30, 2010                 7,300,000
                September 30, 2010            7,200,000
                December 31, 2010             7,300,000
                March 31, 2011                6,700,000
                June 30, 2011                 7,000,000
                September 30, 2011            6,900,000
                December 31, 2011             7,000,000
                March 31, 2012                7,000,000
                June 30, 2012                 7,000,000
                September 30, 2012            7,000,000
                December 31, 2012             7,000,000
                March 31, 2013                7,000,000

If the amount of all Capital Expenditures is less than the sum of
the maximum amounts designated for a certain period, the Debtors
may carry over the unused amount for the next two consecutive
Fiscal Quarters; provided, that Carry Over Amount may only be used
in the succeeding period.

The Court will convene a hearing Nov. 7, 2007, at 10:00 a.m. to
consider approval of the Debtors' request on a final basis.  
Objections, if any, to the Debtors' DIP Financing Motion must be
filed by Oct. 29, 2007.

Barclays is represented in the Debtors' cases by Leslie A.
Plaskon, Esq., and Kristine M. Shryock, Esq., at Paul Hastings
Janofsky & Walker LLP in New York; and Mark D. Collins, Esq., at
Richards Layton & Finger PA, in Wilmington, Delaware.

                     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; Issue No. 2, Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).    


RUTH POCIUS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Ruth J. Pocius
        1340 Zipp Road
        Pennsburg, PA 18073

Bankruptcy Case No.: 07-15966

Chapter 11 Petition Date: October 11, 2007

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Jeffrey S. Cianciulli, Esq.
                  Weir & Partners LLP
                  1339 Chestnut Street, Suite 500
                  Philadelphia, PA 19107
                  Tel: (215) 665-8181
                  Fax: (215) 665-5464

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


TELLURIDE ENTERPRISES: Case Summary & 22 Largest Creditors
----------------------------------------------------------
Debtor: Telluride Enterprises, LLC
        1450 Executive Circle Northeast
        Palm Bay, FL 32905

Bankruptcy Case No.: 07-04920

Debtor-affiliate filing separate Chapter 11 petition

      Entity                               Case No.
      ------                               --------
      PBC Investments, LLC                 07-04919

Chapter 11 Petition Date: October 11, 2007

Court: Middle District of Florida (Orlando)

Debtors' Counsel: Richard C. Prosser, 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

A. Telluride Enterprises, LLC's list of its Two Largest
   Unsecured Creditors:

   Entity                                     Claim Amount
   ------                                     ------------
Brevard County Tax Collector                  Undetermined
P.O. Box 2500
Titusville, FL 32780

Florida Department of Revenue                 Undetermined
P.O. Box 6527
Tallahasee, FL 32314

B. PBC Investments, LLC's list of its 20 Largest Unsecured
   Creditors:

   Entity                                     Claim Amount
   ------                                     ------------
Automotive Warranty                               $586,349
Services Florida
P.O. Box 70961
Chicago, IL 60673

Universal Underwriters Group                      $175,523
P.O. Box 7922
Overland Park, KS 66207

Florida Today                                      $91,177
One Gannett Plaza
Melbourne, FL 32940

Central Florida Interconnect                       $70,290

Jim Moran & Associates                             $64,617

Resource Life Insurance                            $47,065

FPL                                                $38,137

Clear Channel Melbourne Market                     $34,260

Scripps Treasure Coast Newspaper                   $26,591

Enterprise                                         $26,287

Americredit                                        $25,367

Richard Torpy & Associates                         $25,304

Butler Capital                                     $18,200

Newgen                                             $17,007

Zimmerman                                          $16,641

Univision-WVEN-TV                                  $14,972

Teph Seal                                          $12,464

Florida Automotive Distributors                    $10,740

Clear Channel Treasure Coast                        $9,556

Valvoline                                           $9,378


THAXTON GRP: Ends Proposed Asset Sale as Buyer Fails to Close Deal
------------------------------------------------------------------
The Thaxton Group Inc. terminated a proposed sale of its Southern
Management business due to the failure of the prospective buyer to
close the transaction on Oct. 1, 2007, as provided under an asset
purchase agreement.  The termination letter was sent by Thaxton
Group after consultation with its board and counsel for the
Official Creditors Committee.

On June 8, 2007, an asset purchase agreement was entered into
among Southern Management Acquisition Corp., buyer; Southern
Management Corporation, Southern Finance of Tennessee Inc.,
Covington Credit of Texas Inc., Covington Credit Inc., Covington
Credit of Alabama Inc., Covington Credit of Georgia Inc., Southern
Finance of South Carolina Inc., Quick Credit Corporation,
collectively the sellers; and The Thaxton Group Inc., Thaxton
Investment Corporation, and, Regional Holdings I. Corp., as
guarantors, relating to the sale of the Southern Management
business.

Thaxton Group had the right to terminate the asset purchase
agreement if the sale did not close on or prior to October 1.

Due to the seasonal nature of Southern Management's business,
which requires the use of cash to make loans during the
approaching holiday season, a delay in closing would result in a
decrease in cash available to distribute to Thaxton Group
creditors and an increase in notes due from customers that the
buyer would have acquired without paying additional consideration.
Thus, the October 1 closing date was important to Thaxton Group to
avoid a diminished distribution of cash to Thaxton Group
creditors.  The sale did not close on or prior to the set date
because, among other things, the buyer did not obtain certain
regulatory approval.

Although the asset purchase agreement is terminated, Thaxton Group
and the sellers hope to discuss possible alternatives with
Southern Management Acquisition Corp.  In addition, Thaxton Group
and sellers also intend to explore other possible alternatives.

In the meantime, the sellers will continue to operate their
businesses in the ordinary course of business.  During 2007,
Southern Management's business has continued to be profitable.

                     About The Thaxton Group

The Thaxton Group Inc., is a diversified financial services
company which specializes in consumer lending, automobile sales &
insurance premium financing.  The Thaxton Group, Inc. and its
debtor-affiliates filed for Chapter 11 protection on Oct. 17, 2003
(Bankr. D. Del. Case Numbers 03-13182 through 03-13213).  Robert
J. Dehney, Esq., and Michael G. Busenkell, Esq., at Morris,
Nichols, Arsht & Tunnell represent the debtors.  When they filed
for bankruptcy, they listed $206,000,000 in total assets and
$242,000,000 in total liabilities.


WACHOVIA BANK: S&P Affirms Ratings on 16 Certificate Classes
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of commercial mortgage pass-through certificates from
Wachovia Bank Commercial Mortgage Trust's series 2004-C10.  At the
same time, S&P affirmed its ratings on 16 other classes from this
transaction.
     
The upgrade of the class SL raked certificate reflects the
improved performance of the Starrett-Lehigh Building loan.
     
The upgrades of the pooled certificates reflect the defeasance of
29% of the pool and increased credit enhancement levels.  The
affirmed ratings reflect credit enhancement levels that provide
adequate support through various stress scenarios.
     
As of the Oct. 5, 2007, remittance report, the collateral pool
consisted of 101 loans with an aggregate trust balance of
$1.27 billion, down from 102 loans totaling $1.29 billion at
issuance.  The master servicer, Wachovia Bank N.A., reported
financial information for 100% of the nondefeased loans.  Ninety-
eight 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 1.84x, up from 1.65x at
issuance.  All of the loans in the pool are current.  There is one
loan totaling $12.7 million (1%) with the special servicer, LNR
Partners Inc.  To date, the trust has not experienced any losses.
     
The top 10 exposures secured by real estate have an aggregate
outstanding balance of $469.0 million (39%) and a weighted average
DSC of 2.02x, compared with 1.93x at issuance.  Standard & Poor's
reviewed property inspections provided by the master servicer for
all of the assets underlying the top 10
exposures.  One property was characterized as "excellent," and the
remaining properties were characterized as "good."
     
Credit characteristics for the Starrett-Lehigh Building, IBM
Center, 520 8th Avenue, Cole Companies portfolio, and the Studio
Village Shopping Center loans are consistent with those of
investment-grade obligations.  Details of these loans are:

     -- The largest exposure in the pool, the Starrett-Lehigh
        Building, has a trust balance of $97.2 million (9%) and
        a whole-loan balance of $180.5 million.  The whole loan
        consists of a $157.2 million A note, which is
        participated into two pari passu pieces, and one
        $23.3 million B note.  The cash flow of the SL
        nonpooled certificate is derived from the junior
        participation interest secured by the property.  
        Additionally, the borrower's equity interest in the
        property secures a $39.7 million mezzanine loan, which
        serves as collateral in Gramercy Real Estate CDO 2007-1
        Ltd.  The whole loan is secured by the fee interest in
        a 2,319,634-sq.-ft. office property in Manhattan.  For
        the year ended Dec. 31, 2006, the in-trust DSC was
        2.59x and occupancy was 94%.  Standard & Poor's
        adjusted net cash flow for this loan is up 7% from its
        level at issuance.

     -- The third-largest exposure in the pool, the IBM Center
        loan, has a balance of $77.8 million (6%).  The fee
        interest in two connected office buildings totaling
        784,700 sq. ft and a 944-space parking garage in
        Atlanta, Georgia, secure the loan.  The collateral is
        100% triple-net leased to IBM Corp. (A+/Stable/A-1)
        until Sept. 30, 2014.  Standard & Poor's adjusted NCF
        for this loan is comparable to its level at issuance.

     -- The fourth-largest exposure in the pool, the 520 8th
        Avenue loan, has a balance of $49.0 million (4%).  The
        interest-only loan is secured by the fee interest in
        three connected office buildings totaling 739,718 sq.
        ft.  For the year ended Dec. 31, 2006, the DSC was
        3.23x and occupancy was 99%.  Standard & Poor's
        adjusted NCF for this loan is up 3% from its level at
        issuance.

     -- The 14th-largest exposure in the pool, the Cole
        Companies portfolio, has a balance of $19.7 million
        (2%).  The exposure consists of 11 cross-collateralized
        and cross-defaulted loans that are each secured by a
        stand-alone retail property. The properties are located
        in 10 different states, and each property is 100%
        occupied.  For the year ended Dec. 31, 2006, the DSC
        was 3.11x.  Standard & Poor's adjusted NCF is
        comparable to its level at issuance.

     -- The 32nd-largest exposure in the pool, the Studio
        Village Shopping Center loan, has a balance of
        $9.6 million (0.8%).  The loan is secured by a 203,345-
        sq.-ft. retail property in Culver City, California.
        For the year ended Dec. 31, 2006, the DSC was 4.04x and
        occupancy was 100%. Standard & Poor's adjusted NCF is
        up 20% from its level at issuance.
     
The Villas of Juno Luxury Apartments is the only loan with the
special servicer, with an unpaid principal balance of
$12.7 million (1%).  The loan is secured by a 123-unit multifamily
property in Juno Beach, Florida, and was transferred to LNR in
June 2007 after it was discovered that the property was not
insured.  The property is now fully insured and will be
transferred back to the master servicer once the outstanding legal
fees have been paid.
     
Wachovia reported a watchlist of 12 loans ($96.9 million, 8%),
which 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 raised and
affirmed ratings.
       

                         Ratings Raised
     
             Wachovia Bank Commercial Mortgage Trust
         Commercial mortgage pass-through certificates
                         series 2004-C10

                       Rating
                       ------
          Class      To       From   Credit enhancement
          -----      --       ----    ----------------
          B          AAA      AA           14.23%
          C          AA+      AA-          12.93%
          D          AA-      A            10.35%
          E          A        A-            9.05%
          SL         AA       BBB-           N/A


                       Ratings Affirmed
     
            Wachovia Bank Commercial Mortgage Trust
         Commercial mortgage pass-through certificates
                        series 2004-C10
   
              Class    Rating   Credit enhancement
              -----    ------    ----------------
              A-1      AAA            17.33%
              A-2      AAA            17.33%
              A-3      AAA            17.33%
              A-4      AAA            17.33%
              A-1A     AAA            17.33%
              F        BBB+            7.50%
              G        BBB             6.34%
              H        BBB-            4.91%
              J        BB+             3.88%
              K        BB              3.23%
              L        BB-             2.72%
              M        B+              2.33%
              N        B               1.94%
              O        B-              1.55%
              X-C      AAA              N/A
              X-P      AAA              N/A


                   N/A — Not applicable.


* Moody's Downgrades Ratings on $33.4 Billion Subprime RMBS
-----------------------------------------------------------
Moody's Investors Service, on Oct. 11, 2007, downgraded
$33.4 billion of securities issued in 2006 backed by subprime
first lien mortgages, representing 7.8% of the original dollar
volume of such securities rated by Moody's.  Of the $33.4 billion
downgraded securities, $3.8 billion remain on review for further
downgrade.

Moody's also affirmed the ratings on $258.6 billion of Aaa-rated
securities and $21.3 billion of Aa-rated securities, representing
74.7% and 52.0% of the original dollar volume of such securities
rated in 2006, respectively.  In addition, another $23.8 billion
of first-lien RMBS were placed on review for downgrade,
representing 5.6% of the dollar volume of subprime first-lien
securities rated in 2006, including 48 Aaa-rated and 529 Aa-rated
securities.

The Aaa- and Aa-rated securities that have been placed on review
for possible downgrade are generally not expected to move by more
than three notches.  The most heavily impacted securities were
originally rated Ba, Baa, or A.  Rating migrations have been much
more severe for the more deeply subordinated tranches of 2006
subprime deals.

Thursday's rating actions incorporate Moody's long-range views
regarding the performance of the deals in question.  As a result,
Moody's expects less future rating volatility for 2006 first-lien
RMBS as long as home price depreciation remains less than 10% from
peak to trough and the current economic environment remains
stable.

The analysis driving the rating actions takes into account several
key factors.  First, Moody's assumes that the severity of loss
associated with loans that are now seriously delinquent will be
40%-50% on average.  Second, based on its recent survey of
subprime loan servicers, Moody's analysis assumes that significant
loan modifications that might mitigate future losses are not
likely to occur in the near term.

Moody's analysis of the 2006 vintage also relies upon updates to
its analytical model due to continued declining home prices, the
tight lending environment, and aggressive loan underwriting
standards.  Finally, the rating actions also reflect the steady
deterioration in the performance of loans originated during 2006,
and significant differences in loan performance by originator.

Moody's has implemented numerous enhancements to its ratings
criteria aimed at bringing greater transparency and stability to
the securitization process for subprime mortgage-backed
securities.  Changes include third-party oversight of the accuracy
of loan information, availability of loan-level performance
information for all transaction participants, and stronger and
more uniform issuer representations and warranties to investors
regarding loan information.


* Ulmer & Berne Names Lori A. Pittman as Real Estate Associate
--------------------------------------------------------------
Ulmer & Berne LLP has disclosed the addition of Lori A. Pittman as
an associate in its Real Estate and Business Law Groups.

Ms. Pittman's practice focuses on commercial real estate and
merger & acquisitions with a strong background in real estate
acquisition and refinancing.

"Lori's experience in corporate real estate transactions and
transactions involving REIT's, particularly in the retail area,
will support key focus areas within Ulmer & Berne's Real Estate
practice," Bill J. Gagliano, chair of the firm's Real Estate
Group, stated.  

She was with Thompson Hine LLP, and prior to that served as the
real estate manager for Dairy Mart Convenience Stores, a retail
chain with more than 700 stores.

Ms. Pittman is both a member of Commercial Real Estate Women and
the International Council of Shopping Centers.  She also is a
member of the American, Ohio State, and Cleveland Bar
Associations.  She earned her J.D. from The University of Akron
and her B.S.B.A. from Youngstown State University.

                     About Ulmer & Berne LLP

Headquartered in Cleveland, Ohio, Ulmer & Berne LLP --
http://www.ulmer.com/-- is one of Ohio's largest law firms.  The  
firm was recently recognized in The BTI Consulting Group's most
recent survey of corporate counsel as one of only 85 firms
nationally that "delivers the best value for the dollar." Also, in
a survey of Fortune 500 companies by Corporate Counsel magazine,
Ulmer & Berne has been chosen as a Go-To Law Firm(R).  Less than
one-half of one percent of all the law firms in the U.S. and
abroad received this distinction.  The firm was  established in
1908.


* BOND PRICING: For the Week of Oct. 9 – Oct. 12, 2007
------------------------------------------------------

  Issuer                             Coupon   Maturity  Price
  ------                             ------   --------  -----
Acme Metals Inc                      12.500%  08/01/02      0
Allegiance Tel                       11.750%  02/15/08     52
Amer & Forgn Pwr                      5.000%  03/01/30     65
Amer Color Graph                     10.000%  06/15/10     68
Ames Dept Stores                     10.000%  04/15/06      0
Antigenics                            5.250%  02/01/25     69
Archibald Candy                      10.000%  11/01/07      0
Atherogenics Inc                      1.500%  02/01/12     31
Atherogenics Inc                      4.500%  03/01/11     47
Atlantic Coast                        6.000%  02/15/34      4
Bank New England                      8.750%  04/01/99      9
Bank New England                      9.875%  09/15/99      5
BearingPoint Inc                      2.750%  12/15/24     73
Beazer Homes USA                      4.625%  06/15/24     75
Beazer Homes USA                      6.500%  11/15/13     75
Beazer Homes USA                      6.875%  07/15/15     74
Beyond.com                            7.250%  12/01/03      0
Big City Radio                       11.250%  03/15/05      0
Buffets Inc                          12.500%  11/01/14     71
Burlington North                      3.200%  01/01/45     54
Calpine Gener Co                     11.500%  04/01/11     37
Clark Material                       10.750%  11/12/06      0
Collins & Aikman                     10.750%  12/31/11      1
Color Tile Inc                       10.750%  12/15/01      0
Comprehensive Care                    7.500%  04/15/10     60
CompuCredit                           5.875%  11/30/35     75
Curagen Corp                          4.000%  02/15/11     69
Dana Corp                             9.000%  08/15/11     72
Decode Genetics                       3.500%  04/15/11     69
Decode Genetics                       3.500%  04/15/11     70
Delphi Corp                           6.197%  11/15/33     61
Delphi Corp                           8.250%  10/15/33     71
Delta Air Lines                       8.000%  12/01/15     75
Delta Mills Inc                       9.625%  09/01/07     15
Duquesne Light                        6.250%  08/15/35     74
Dura Operating                        8.625%  04/15/12     49
Dura Operating                        9.000%  05/01/09      2
Dyersburg Corp                        9.750%  09/01/07      0
E. Spire Comm Inc                    10.625%  07/01/08      0
Eagle Food Centr                     11.0005  04/15/05      0
Empire Gas Corp                       9.000%  12/31/07      1
Encysive Pharma                       2.500%  03/15/12     68
Epix Medical Inc                      3.000%  06/15/24     74
Exodus Comm Inc                      11.625%  07/15/10      0
Fedders North Am                      9.875%  03/01/14     16
Finova Group                          7.500%  11/15/09     18
Ford Motor Co                         6.375%  02/01/29     73
Ford Motor Co                         6.625%  02/15/28     74
Ford Motor Co                         6.625%  10/01/28     74
Ford Motor Co                         7.125%  11/15/25     74
Ford Motor Co                         7.400%  11/01/46     74
Ford Motor Co                         7.700%  05/15/97     73
Gulf States STL                      13.500%  04/15/03      0
Hines Nurseries                      10.250%  10/01/11     72
HNG Internorth                        9.625%  03/15/06     28
Ion Media                            11.000%  07/31/13     75
Iridium LLC/CAP                      10.875%  07/15/05      3
Iridium LLC/CAP                      11.250%  07/15/05      3
Iridium LLC/CAP                      13.000%  07/15/05      2
Iridium LLC/CAP                      14.000%  07/15/05      3
K Hovnanian Entr                      7.750%  05/15/13     73
K Mart Funding                        8.800%  07/01/10      8
K Mart Funding                        9.440%  07/01/18      3
Kaiser Aluminum                       9.875%  02/15/02      0
Kaiser Aluminum                      12.750%  02/01/03      6
Kellstrom Inds                        5.750%  10/15/02      0
Kimball Hill Inc                     10.500%  12/15/12     73
Kmart Corp                            9.780%  01/05/20      0
Lehman Bros Holding                   5.850%  11/08/30     73
Lehman Bros Holding                  11.000%  10/25/17     72
Liberty Media                         3.750%  02/15/30     59
Liberty Media                         4.000%  11/15/29     65
Lifecare Holding                      9.250%  08/15/13     70
LTV Corp                              8.200%  09/15/07      0
McSaver Financl                       7.400%  02/15/02      5
McSaver Financl                       7.600%  08/01/07      5
McSaver Financl                       7.875%  08/01/03      5
MediaNews Group                       6.375%  04/01/14     73
Merisant Co                           9.500%  07/15/13     75
MHS Holdings Co                      16.875%  09/22/04      0
Movie Gallery                        11.000%  05/01/12     34
Muzak LLC                             9.875%  03/15/09     54
Neff Corp                            10.000%  06/01/15     75
New Orl Grt N RR                      5.000%  07/01/32     63
Northern Pacific RY                   3.000%  01/01/47     51
Northern Pacific RY                   3.000%  01/01/47     51
Northwest Steel & Wire                9.500%  06/15/01      0
NTK Holdings Inc                     10.750%  03/01/14     64
Oakwood Homes                         7.875%  03/01/04     13
Oscient Pharma                        3.500%  04/15/11     63
Oscient Pharma                        3.500%  04/15/11     60
Outboard Marine                       7.000%  07/01/02      0
Outboard Marine                       9.125%  04/15/17      9
Pac-West Telecom                     13.500%  02/01/09      3
Pac-West Telecom                     13.500%  02/01/09      4
PCA LLC/PCA FIN                      11.875%  08/01/09      6
Pegasus Satellite                    13.500%  03/01/07      0
Piedmont Aviat                       10.250%  01/15/49      0
Piedmont Aviat                       10.250%  01/15/49      0
Pixelworks Inc                        1.750%  05/15/24     74
Polaroid Corp                        11.500%  02/15/06      0
Pope & Talbot                         8.375%  06/01/13     46
Pope & Talbot                         8.375%  06/01/13     46
Primus Telecom                        3.750%  09/15/10     68
Primus Telecom                        8.000%  01/15/14     67
Propex Fabrics                       10.000%  12/01/12     74
Pulte Homes Inc                       6.000%  02/15/35    75
Read-Rite Corp                        6.500%  09/01/04      0
Rite Aid Corp.                        6.875%  12/15/28     73
RJ Tower Corp.                       12.000%  06/01/13      2
Rotech HealthCare                     9.500%  04/01/12     64
Saint Acquisition                    12.500%  05/15/17     68
ServiceMaster Co                      7.100%  03/01/18     75
ServiceMaster Co                      7.250%  03/01/38     69
ServiceMaster Co                      7.450%  08/15/27     73
Scotia Pac Co                         6.550%  01/20/07     50
SLM Corp                              5.000%  06/15/28     72
SLM Corp                              5.050%  03/15/23     74
SLM Corp                              5.250%  12/15/28     71
SLM Corp                              5.350%  06/15/28     73
SLM Corp                              5.400%  03/15/23     73
SLM Corp                              5.500%  06/15/29     72
SLM Corp                              5.500%  06/15/29     71
SLM Corp                              5.500%  06/15/29     72
SLM Corp                              5.500%  03/15/30     72
SLM Corp                              5.500%  03/15/30     70
SLM Corp                              5.500%  06/15/30     71
SLM Corp                              5.500%  12/15/30     71
SLM Corp                              5.550%  06/15/25     71
SLM Corp                              5.550%  03/15/28     75
SLM Corp                              5.550%  03/15/29     73
SLM Corp                              5.650%  03/15/29     74
SLM Corp                              5.650%  03/15/29     71
SLM Corp                              5.650%  12/15/29     72
SLM Corp                              5.650%  12/15/29     74
SLM Corp                              5.650%  09/15/30     74
SLM Corp                              5.700%  03/15/29     74
SLM Corp                              5.700%  03/15/29     73
SLM Corp                              5.700%  03/15/30     70
SLM Corp                              5.750%  03/15/29     74
SLM Corp                              5.750%  03/15/29     74
SLM Corp                              5.750%  06/15/29     73
SLM Corp                              5.750%  09/15/29     73
SLM Corp                              5.750%  09/15/29     73
SLM Corp                              5.750%  12/15/29     70
SLM Corp                              5.750%  03/15/30     73
SLM Corp                              5.750%  03/15/30     73
SLM Corp                              5.800%  12/15/29     71
SLM Corp                              5.850%  09/15/29     74
SLM Corp                              5.900%  09/15/29     72
SLM Corp                              6.000%  06/15/26     75
SLM Corp                              6.000%  09/15/29     74
SLM Corp                              6.000%  09/15/29     75
SLM Corp                              6.000%  12/15/31     71
SLM Corp                              6.000%  12/15/31     73
Spacehab Inc                          5.500%  10/15/10     56
Spansion Llc                          2.250%  06/15/16     73
Standard Pac corp                     6.250%  04/01/14     72
Standard Pac corp                     7.750%  03/15/13     75
Standard Pacific                      7.000%  08/15/15     72
Standard Pacific                      9.250%  04/15/12     65
Stanley-Martin                        9.750%  08/15/15     70
Tekni-Plex Inc                       12.750%  06/15/10     71
Tenet Healthcare                      6.875%  11/15/31     74
Times Mirror Co                       6.610%  09/15/27     63
Times Mirror-New                      7.500%  07/01/23     69
Tom's Foods Inc                      10.500%  11/01/04      1
Tousa Inc                             7.500%  03/15/11     24
Tousa Inc                             7.500%  01/15/15     22
Tousa Inc                             9.000%  07/01/10     63
Tousa Inc                             9.000%  07/01/10     66
Tousa Inc                            10.375%  07/01/12     26
Trans Mfg Oper                       11.250%  05/01/09     50
TransTexas Gas                       15.000%  03/15/05      0
Tribune Co                            5.250%  08/15/15     70
True Temper                           8.375%  09/15/11     56
United Air Lines                      9.200%  03/22/08     49
United Air Lines                      9.350%  04/07/16     43
United Air Lines                     10.020%  03/22/14     50
Universal Stand                       8.250%  02/01/06      0
US Air Inc.                          10.700%  01/01/49      0
US Air Inc.                          10.800%  01/01/49      0
Venture Holdings                     12.000%  06/01/09      0
Vesta Insur Grp                       8.750%  07/15/25      2
Vicorp Restaurant                    10.500%  04/15/11     65
Wachovia Corp                         9.250%  04/10/08     60
Wachovia Corp                        12.500%  03/05/08     74
Wachovia Corp                        15.500%  12/05/07     72
WCI Communities                       6.625%  03/15/15     71
WCI Communities                       7.875%  10/01/13     74
Weirton Steel                        10.750%  06/01/05      0
Werner Holdings                      10.000%  11/15/07      3
William Lyon                          7.500%  02/15/14     65
William Lyon                          7.625%  12/15/12     65
William Lyon                         10.750%  04/01/13     74
Winstar Comm Inc                     10.000%  03/15/08      0
Winstar Comm Inc                     12.750%  04/15/10      0
Winstar Comm                         14.000%  10/15/05      0
Wornick Co                           10.875%  07/15/11     69
Ziff Davis Media                     12.000%  08/12/09     56

                             *********

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 ***