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/raid1/www/Hosts/bankrupt/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 ***