TCR_Public/071016.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, October 16, 2007, Vol. 11, No. 245

                             Headlines

AEROFLEX INC: Modified Financing Cues S&P to Withdraw Ratings
ALVIN BROWN: Case Summary & 19 Largest Unsecured Creditors
AMERICAN HOME: Selects Weinreb to Handle Foreclosures
AMERICAN HOME: Taps Codilis as Foreclosure Professionals
AMERICAN TIRE: S&P Revises Outlook to Stable from Negative

ASTRATA GROUP: Aug. 31 Balance Sheet Upside-Down by $10.7 Million
AVADO BRANDS: Can Hire Cox Smith as Special Bankruptcy Counsel
BANCA NAZIONALE: Liquidation of New York Branch Commences
BAYONNE MEDICAL: Auction Sale of Facility Set for October 24
BEAR STEARNS: S&P Affirms Ratings on 22 Certificate Classes

BEAZER HOMES: Fraudulent Activities Cue S&P to Cut Rating to B+
BEAZER HOMES: Fitch Cuts Issuer Default Rating to "BB-"
BROBECK PHLEGER: Turn Over of Digital Records Approved
BUFFALO COAL: Chapter 7 Trustee Taps Leech Tishman as Counsel
BUFFALO COAL: Ch. 7 Trustee Wants Maryland Mine Plant Sale Okayed

BURGER KING: Fitch Lifts Issuer Default Rating to BB-
CENTRAL GARDEN: Weak Performance Prompts S&P to Lower Ratings
CHAMPION PARTS: Files for Bankruptcy in Arkansas
CHAMPION PARTS: Case Summary & 16 Largest Unsecured Creditors
CHARLES ROSE: Voluntary Chapter 11 Case Summary

CHRYSLER LLC: Council Approves New Contract Ratification
COMESTOCK HOMEBLDG: Has $47.8MM Homebuilding Revenue in 3rd Qtr.
COMMERCIAL MORTGAGE: S&P Assigns Low-B Ratings on 6 Cert. Classes
COMMSCOPE INC: Moody's Cuts Corporate Family Rating to Ba3
CONSECO INC: Completes Swiss Deal, Pays $76.5MM Ceding Commission

CREDIT SUISSE: Fitch Affirms Low-B Ratings on Two Cert. Classes
DONALD TENNYSON: Voluntary Chapter 11 Case Summary
DOWNEY FINANCIAL: Moody's Changes Outlook to Negative
ELLIOTT HOLDING: Exclusive Plan Filing Period Moved to Feb. 5
EPICUS COMMS: Aug. 31 Balance Sheet Upside-Down by $5.1 Million

EQUIFIRST MORTGAGE: S&P Junks Ratings on Three Loan Classes
ERIC SWAIN: Case Summary & 15 Largest Unsecured Creditors
FPL ENERGY: S&P Lifts Rating on $125MM Sr. Secured Bonds to BB
FORD MOTOR: Names Jim Farley VP of Marketing & Communications
FOXTONS NORTH AMERICA: Selling Assets at an October 25 Auction

FPL ENERGY: S&P Holds 'BB-' Rating on $100MM Senior Secured Bonds
FREMONT GENERAL: Poor Development Cues Moody's to Cut Ratings
GALAXY CASINO: Moody's Affirms B1 Corporate Family Rating
GENERAL MOTORS: Provides Overview of National Agreement with UAW
HALO TECHNOLOGY: Selects Wallman as Special Counsel

HARBORVIEW NIM: Fitch Assigns Low-B Ratings on $9.1 Mil. Certs.
HHGREGG INC: Moody's Reviews B1 Corporate Family Rating
HOMEBANC CORP: Sale Auction Protocol Moved to October 18
HOMEBANC CORP: Committee Taps Drinker Biddle as Delaware Counsel
INT'L NORCENT: Case Summary & 20 Largest Unsecured Creditors

JABIL CIRCUIT: Credit Refinancing Cues Fitch to Cut Ratings
JAYS FOODS: Files for Bankruptcy to Facilitate Asset Sale
JOCKEYS' GUILD: Files for Bankruptcy to Resolve Insurance Woes
JOHN PAXTON: Voluntary Chapter 11 Case Summary
JOHN PAXTON: Files Schedules of Assets and Debts

JOURNAL REGISTER: Robert M. Jelenic to Resign as Chairman & CEO
K PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
KITTY HAWK: Files for Bankruptcy Protection in Texas
KITTY HAWK: Case Summary & 20 Largest Unsecured Creditors
LAFAYETTE NEIGHBORHOOD: Files for Bankruptcy to Sell Properties

LAFAYETTE NEIGHBORHOOD: Case Summary & 20 Largest Unsec. Creditors
LEVI STRAUSS: Fitch Rates $750 Mil. Credit Facility at BB+
LIMITED BRANDS: Store Sales for Five Weeks Ended Oct. 6 Down by 4%
LONE STAR: Unit Completes Merger Deal with Accredited Home
LOUKEN ENTERPRISES: Case Summary & 15 Largest Unsecured Creditors

MERRILL LYNCH: Fitch Junks Ratings on $44.4 Mil. Certificates
NAVY YARD: Prudential Insurance Selling Collateral on October 19
NEW MOUNTAIN: Completes Offering of U.S. Xpress' Class A Shares
NEXINNOVATIONS INC: Prowis Takes Over as CRO; CEO H. Kelly Resigns
NEXINNOVATIONS INC: Court Approves Asset Sale Pact with Softchoice

NORTEL NETWORKS: Agrees To Pay $35MM Penalty in SEC Settlement
OGLEBAY NORTON: Signs $36 Per Share Merger Pact with Carmeuse
ORBITAL SCIENCES: Strong Results Cue Moody's to Lift Ratings
PAC-WEST TELECOMM: Exclusive Plan Filing Period Moved to Nov. 26
PERKINELMER INC: Unit Commences Cash Tender Offer in ViaCell Deal

PIERRE FOODS: Posts $8.2 Million Net Loss in Quarter Ended Sept. 1
PRESIDENT CASINOS: Posts $424,000 Net Loss in Qtr. Ended Aug. 31
REDDY ICE: Shareholders Approve Agreement and Plan of Merger
REMY WORLDWIDE: Court Sets Plan Confirmation Hearing for Nov. 20
REMY WORLDWIDE: Wants Court to Approve CVC Settlement Agreement

SELECT SNACKS: Case Summary & 30 Largest Unsecured Creditors
SENTINEL MANAGEMENT: Can Use Cash Collateral on Operating Costs
SENTINEL MGT: Chapter 11 Trustee Wants Season Ticket Sale OK'd
SENTINEL MANAGEMENT: Trustee Files $350 Mil. Suit vs. Executives
SOLOMON DWEK: Case Summary & 240 Largest Unsecured Creditors

SOLUTIA INC: Files Consensual Plan of Reorganization
SOUNDVIEW HOME: Fitch Assigns Low-B Ratings on Two Cert. Classes
STEEL DYNAMICS: Completes $700 Mil. 7-3/8% Senior Notes Offering
SWIFT ENERGY: Acquires Escondido Resources for $249.5 Million
UNICO INC: Aug. 31 Balance Sheet Upside-Down by $3.9 Million

UNITED AGRI: S&P Affirms 'BB-' Term Loan Rating
WYNN RESORTS: Strong Performance Cues S&P to Lift Rating to BB

* Chris Benoit's Doctor Files Chapter 7 Petition in Georgia

* Large Companies with Insolvent Balance Sheets

                             *********

AEROFLEX INC: Modified Financing Cues S&P to Withdraw Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Plainview, New York-based Aeroflex Inc. and
withdrew the 'B+' senior secured, '2' recovery, and 'CCC+'
subordinated ratings following the modifications of the company's
LBO financing.  The outlook is negative.

At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to Aeroflex's secured financing.  The company's
$450 million first-lien, first-out senior secured facilities,
comprising a $50 million six-year revolving credit and a $400
million seven-year term loan, are rated 'BB-', with a recovery
rating of '1', indicating the expectation for very high (90%-100%)
recovery in the event of a payment default.  S&P also assigned its
'B' bank loan rating to the company's $125 million first-lien,
first-loss, seven-year term loan.  The '3' recovery rating
indicates that lenders can expect meaningful (50%-70%) recovery in
the event of a payment default.

"The ratings on the company reflect its niche product positions,
high leverage at inception, and nominal cash flow," said Standard
& Poor's credit analyst Lucy Patricola.  "Partial offsets include
stable operating trends, good revenue visibility, and barriers to
entry protecting the company's markets."

Aeroflex's microelectronics segment consists of niche products
that address highly specific conditions, including high-
performance, application-specific integrated circuits; high-
reliability microelectronics; and radiation-tolerant
semiconductors.

Leverage is high at the inception of the transaction.  Fully
adjusted for leases and pension, and giving credit to a number of
one-time items and annualized savings, debt to EBITDA is about 8x.
Although sustained organic growth should expand the earning's
base, leverage is not expected to reduce meaningfully in the near
term.


ALVIN BROWN: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Alvin Brown
        240 North Juanita Avenue
        Redondo Beach, CA 90277

Bankruptcy Case No.: 07-19187

Chapter 11 Petition Date: October 12, 2007

Court: Central District Of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: Rhonda K. Walker, Esq.
                  696 East Colorado Boulevard, Suite 207
                  Pasadena, CA 91101
                  Tel: (626) 577-7322

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Select Portfolio               bank loan; value          $849,150
3315 South West Temple         of collateral:
Salt Lake City, UT 84115-4412  $850

Mark Leonard                   value of collateral:      $525,000
12335 Santa Monica Boulevard,  $950,000
Suite 172
Los Angeles, CA 90025

C.I.T. Group                   bank loan: value of       $265,057
P.O. Box 24330                 collateral: $100,000
715 Metropolitan Avenue
Oklahoma City, OK 73124-0330

First Guaranty Financial                                  $70,000
Corp.

Frank Sciarotta                                           $50,000

Litton Loan Servicing          value of collateral:       $39,500
                               $550,000

Robert and Jeannette Olmos                                $34,000

Bank of America                                           $26,656

Nancy Perlman                                             $18,500

Internal Revenue Service                                  $17,519

Scott Crouter                                             $15,500

Cash Call                                                  $9,871

Chase Card Services                                        $9,834

Bank of America                                            $7,692

United Collection Bureau,                                  $5,520
Inc.

Ford Credit                    value of collateral:        $5,000
                               $6,000

Franchise Tax Board                                        $4,047

Chrysler Financial                                         $3,828

Alliance One                                               $2,790


AMERICAN HOME: Selects Weinreb to Handle Foreclosures
-----------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates
seek permission from the U.S. Bankruptcy Court for the District
of Delaware to employ Weinreb & Associates, PLLC, as their
foreclosure professionals effective as of Aug. 6, 2007.

Joel A. Waite, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, tells the Court that Weinreb & Associates
has extensive experience handling foreclosures.  The firm has 20
years experience in New York state foreclosure practice and has
provided the Debtors with foreclosure-related services since
2005.  The firm has represented the Debtors in New York state and
appellate court proceedings arising out of foreclosure matters.

The professional services that Weinreb & Associates will render
to the Debtors are non-contested and contested foreclosure
services in the state of New York.  These services will primarily
be performed in connection with the Debtors' mortgage servicing
business.

Since Aug. 6, 2007, Weinreb & Associates has continued to
diligently handle the Debtors' foreclosure matters for the
benefit of the Debtors and their estates, Mr. Waite says.

On September 7, 2007, the Court authorized the Debtors to retain
Weinreb & Associates in the ordinary course of their business,
nunc pro tunc to Aug. 6, 2007.  However, upon subsequent
review of the volume of the firm's outstanding foreclosure
matters and the new matters referred by the Debtors monthly, the
Debtors, in consultation with the Firm, anticipate that it would
consistently exceed the Monthly Cap set forth in the OCP Order by
a significant amount.

The Debtors propose to pay Weinreb & Associates pursuant to its
customary billing practices and reimburse the firm's actual,
necessary expenses.

The firm employs a two-tier fee structure for its performance of
foreclosure services:

   (a) Fixed Rate Foreclosure Fees:

       The firm provides foreclosure-related services at the
       fixed-rate of $1,250 for non-contested, non-appearance
       cases.

   (b) Contested Foreclosure Compensation:

       In the event that the foreclosure becomes a litigated
       matter, the firm seeks compensation at the rate of $200 to
       $250 per hour for its attorneys.  The Contested
       Foreclosure Compensation hourly rate varies depending on
       the court level.

   (c) Expenses:

       The firm advances actual and necessary expenses on behalf
       of the Debtors at these amounts:

       Court Filing Fees            $300 to $500 per file

       Service of Process           $250 to $1,000 per file

       Publication                  $500 to $3,000 per file

       Referees Fees                $550 to $750 per file

       Instrument Recording Fees    $200 to $300 per file

       Transfer Taxes               $1,500 to $3,000; determined
                                    by the property purchase
                                    price

       Title Costs                  $1,000-$2,500; determined by
                                    the property purchase.

       Foreclosure Title Searches   $450.

The fees and expenses are subject to periodic adjustments to
reflect economic and other conditions.

The Debtors currently owe Weinreb & Associates $61,398 for unpaid
services rendered and expenses advanced on behalf of the Debtors
prepetition.  Weinreb & Associates agrees to take no action in
regard to collecting prepetition amounts owed other than filing a
proof of claim against the Debtors.

Weinreb & Associates does not have any interest adverse to the
Debtors or their estates with respect to the matters on which the
Firm is being engaged.

Weinreb & Associates has performed contested and non-contested
foreclosure work for Popular Mortgage Servicing, a servicer of
loan portfolios in which a beneficial interest in mortgage loans
are held by JP Morgan Chase Bank, N.A., Nomura Credit & Capital,
Inc., and HSBC Bank USA, N.A, but is not aware of any direct
conflicts.

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: Taps Codilis as Foreclosure Professionals
--------------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware for
authority to employ Codilis & Associates PC as their foreclosure
professionals effective as of Aug. 6, 2007.

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, tells the Court that Weinreb &
Associates  has extensive experience handling foreclosures.  The
firm has 30 years of experience in Illinois foreclosure,
bankruptcy, and eviction practice and has provided the Debtors
with such services since 2004.  The firm has also represented the
Debtors in bankruptcy proceedings where borrowers have filed a
bankruptcy petition and eviction matters throughout Illinois and
the federal districts.

The professional services that Codilis & Associates will render
to the Debtors are foreclosures, evictions and matters wherein
the mortgagor has filed a bankruptcy petition in Illinois.  These
services will primarily be performed in connection with the
Debtors' mortgage servicing business.

Since Aug. 6, 2007, Codilis & Associates has continued to
diligently handle the Debtors' foreclosure matters for the
benefit of the Debtors' and their estates, Ms. Morgan says.

On September 7, 2007, the Court authorized the Debtors to retain
Codilis & Associates, in the ordinary course of their business,
nunc pro tunc to Aug. 6, 2007.  However, upon subsequent
review of the volume of the Firm's outstanding foreclosure
matters and the new matters referred by the Debtors monthly, the
Debtors, in consultation with the Firm, anticipate that it would
consistently exceed the Monthly Cap set forth in the OCP Order by
a significant amount.

The Debtors propose to pay Codilis & Associates pursuant to its
customary billing practices and reimburse the firm's actual,
necessary expenses.

The Firm employs a two-tier fee structure for its performance of
foreclosure services:

   (a) Fixed Rate Foreclosure Fees

       The Firm provides foreclosure related services at the
       fixed-rate of $1,250 for non-contested, non-appearance
       cases and $350 to $500 for foreclosure related bankruptcy
       objections and motions for relief from stay.

   (b) Contested Foreclosure Compensation

       In the event that the foreclosure becomes a litigated
       matter, the firm seeks compensation at the rate of $150 to
       $250 per hour for its attorneys.  The Contested
       Foreclosure Compensation hourly rate varies depending on
       the court level or experience of the attorney assigned.

   (c) Expenses

       In addition to the Fixed-Rate Foreclosure Fee and  any
       Contested Foreclosure Compensation, the Firm advances
       actual and necessary expenses on behalf of the Debtors:

       Court Filing Fees                $95 to $300 per file

       Service of Process               $100 to $1,000 per file

       Publication                      $250 to $1,000 per file

       Selling Officer Fees             $350 to $600 per file

       Instrument Recording Fees        $30 to $125 per file

       Title Costs                      $825-$2,625, determined
                                        by the property purchase
                                        price

       Foreclosure Title Searches/
         Minutes of Foreclosure         $475

       Bankruptcy Court Filing Fees     $150 per motion for
                                        relief

The fees and expenses are subject to periodic adjustments to
reflect economic and other conditions.

The Debtors currently owe Codilis & Associates $173,654 for
unpaid services behalf of the Debtors prepetition.  The firm
rendered and expenses advanced agrees to take no action in regard
t collecting prepetition amounts owed other than filing a proof
of claim against the Debtors.

Codilis & Associates does not have any interest adverse to the
Debtors or their estates with respect to the matters on which the
Firm is being engaged.

Codilis & Associates has represented a number of parties-in-
interest in connection with bankruptcy, foreclosure, building
court, real estate or related proceedings.  The parties include
Deutsche Bank, Wilmington Trust Company, JP Morgan ChaseBank, NA,
Bank of America, NA, Citigroup, Wells Fargo Bank, NA, Suntrust
Mortgage, Inc., Bear, Steams & Co/EMC Mortgage, Lehman Ca ital,
HSBC Bank, FNMA, Washington Mutual Bank, FA, IndyMac Bank, FSB,
Morgan Stanley Capital, Credit Suisse First Boston, GMAC,
Barclays Capital Real Estate, Inc., ABNA RO Bank, Citibank,
Federal Home Loan Mortgage Corporation, FirstAmerican GNM,
Merrill Lynch, Sovereign Bank, WachovialWachovia Mortgage and
Washington Mutual.  Codilis & Associates is not aware of any
direct conflicts.

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 TIRE: S&P Revises Outlook to Stable from Negative
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Huntersville, North Carolina-based American Tire Distributors Inc.
to stable from negative.

"The outlook revision reflects our expectations that the company's
leverage will decline modestly from current levels because of
EBITDA growth resulting from prudent acquisitions and organic
revenue growth," said Standard & Poor's credit analyst Lawrence
Orlowski.  "We also expect that above-industry revenue growth will
continue to support some positive cash flow generation."

At the same time, S&P affirmed its 'B' corporate credit rating and
other ratings on ATD, reflecting the company's highly leveraged
financial profile.  The company had total debt of about
$633 million, including capitalized operating leases, as of
June 30, 2007.


ASTRATA GROUP: Aug. 31 Balance Sheet Upside-Down by $10.7 Million
-----------------------------------------------------------------
Astrata Group Inc.'s consolidated balance sheet at Aug. 31, 2007,
showed $5.6 million in total assets, $16.2 million in total
liabilities, and $40,114 in minority interest, resulting in a
$10.7 million total shareholders' deficit.

The company's consolidated balance sheet at Aug. 31, 2007, also
showed strained liquidity with $4.1 million in total current
assets available to pay $16.2 million in total current
liabilities.

The company reported a net loss of $1.7 million on net sales of
$1.6 million for the second quarter ended Aug. 31, 2007, compared
with a net loss of $460,749 on net sales of $912,868 for the same
period ended Aug. 31, 2006.

Operating loss was approximately $1.6 million for the three months
ended Aug. 31, 2007, compared to an operating loss of
approximately $1.7 million for the three months ended Aug. 31,
2006.

Discontinued operations resulted in a profit of approximately
$1.4 million for the three months ended August 31, 2006.

Full-text copies of the company's consolidated financial
statements for the quarter ended Aug. 31, 2007, are available for
free at http://researcharchives.com/t/s?243c

                       Going Concern Doubt

Squar, Milner, Peterson, Miranda & Williamson LLP, in Newport
Beach, Calif., expressed substantial doubt about Astrata Group
Inc.'s ability to continue as a going concern after auditing the
company's financial statements for the year ended Feb. 28, 2007.
The auditing firm noted that the company had negative working
capital at Feb. 28, 2007, and incurred net loss and negative
operating cash flow for the year ended Feb. 28, 2007.

                      About Astrata Group

Headquartered in Costa Mesa, Calif., Astrata Group Inc. (OTC BB:
ATTG.OB) -- http://www.astratagroup.com/-- is engaged in the
telematics and  Global Positioning System industry, focused on
advanced location-based IT products and services that combine
positioning, wireless communications, and information
technologies.  The company provides advanced positioning products,
as well as monitoring and airtime services to industrial,
commercial, governmental entities, academic/research institutions,
and professional customers in a number of markets including
surveying, utility, construction, homeland security, military,
intelligence, mining, agriculture, marine, public safety, and
transportation.


AVADO BRANDS: Can Hire Cox Smith as Special Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Avado
Brands Inc. and its debtor-affiliates authority to employ Cox
Smith Matthews Incorporated as their special counsel, nunc pro
tunc to Sept. 5, 2007.

Cox Smith is expected to assist the Debtors with the enforcement
of a 2005 Plan of Reorganization and closing of certain Chapter 11
cases pending in the U.S. Bankruptcy Court for the Northern
District of Texas.

Specifically, the firm will:

   a. seek a final decree in the Texas Bankruptcy Cases;

   b. represent the Debtors in any adversary proceedings
      pending in the Texas Bankruptcy Cases; and

   c. perform all other legal services in connection with fully
      and finally administering the Texas Bankruptcy Cases, as
      requested by the Debtors.

The Debtors agreed to pay the firm at these rates:

   Professional               Designation       Hourly Rate
   ------------               -----------       -----------
   Thomas Rice, Esq.          Shareholder          $310
   Lindsay D. Graham, Esq.    Associate            $210
   Gale Gattis                Paralegal            $145

The Debtor assures the Court that the firm is "disinterested" as
that term is defined in Section 101(14) of the Banruptcy Code.

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

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

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

Klee, Tuchin, Bogdanoff & Stern LLP represents the Debtors in
their latest restructuring efforts.  Donald J. Detweiler, Esq. and
Sandra G.M. Selzer, Esq. at Greenberg Traurig, LLP serves as the
Debtors' local counsel.   Otterbourg, Steindler, Houston & Rosen,
PC and Pepper Hamilton LLP serve as co-counsels for the Official
Creditors Committee.  In their second filing, the Debtors
disclosed assets and debts between $1 million to $100 million.


BANCA NAZIONALE: Liquidation of New York Branch Commences
---------------------------------------------------------
The New York branch of BNP Paribas S.A. discloses that the
voluntary liquidation of the former New York branch of Banca
Nazionale del Lavoro S.p.A. has commenced under the provisions of
Section 605-11 of the New York State Banking Law.

Upon completion of the liquidation process, it is expected that
substantially all of the branch's business will be conducted by
BNP Paribas.  The liquidation process is being carried out in
connection with the merger of BNL with and into BNP Paribas, which
became effective on Oct. 1, 2007.

All inquiries on the liquidation will be handled by:

   Kerrie McHugh
   BNPP Corporate Communications
   787 Seventh Avenue, 31st Floor
   Tel: (212) 841-3809

Inquiries will be entertained on or before Nov. 15, 2007.

                     About BNL & BNP Paribas

Banca Nazionale del Lavoro -- http://www.bnl.it/-- is the sixth
Italian banking group and ranks amongst the top 60 European banks
and the top 100 banks in the world in terms of total assets.
Following the completion of the Public Tender Offer on BNL's
ordinary shares by BNP Paribas S.A, the participation of BNP
Paribas S.A to the ordinary capital of BNL currently amounts to
over 99%.


BAYONNE MEDICAL: Auction Sale of Facility Set for October 24
------------------------------------------------------------
Bayonne Medical Center will be up for public sale on Oct. 24,
2007, almost a month after it obtained a $3 million state funding,
which saved the facility from closure.

To participate in the auction, bids of least $18.8 million must
be received no later than Oct. 22.

The hearing to consider approval of the results of the sale is
set for Oct. 25.

The hospital will be kept open until after the auction by a
$6 million bond provided to it by the Bayonne City Council,
N. Clark Judd of The Jersey Journal says.

However, the report adds, tied to the fund is a condition
that the buyer be committed to keep the facility open as a
hospital.

Based in Bayonne, New Jersey, Bayonne Medical Center --
http://www.bayonnemedicalcenter.org/-- provides healthcare
services and operates a medical center.  The company operates a
278-bed fully accredited, acute-care hospital located in Hudson
County.  The company filed for Chapter 11 protection on April 16,
2007 (Bankr. D. N.J. Case No. 07-15195).  Lawrence C. Gottlieb,
Esq., Adam C. Rogoff, Esq., and Eric J. Haber, Esq., at Cooley
Godward Kronish LLP, represent the Debtor in its restructuring
efforts.  Stephen V. Falanga, Esq., at Connell Foley LLP, is the
Debtor's local counsel.  Kurtzman Carson Consultants LLC is the
Debtor's claims and noticing agent.  Andrew H. Sherman, Esq., and
Boris I. Mankovetskiy, Esq., at Sills Cummis Epstein & Gross PC,
represent the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
estimated assets and debts of $1 million to $100 million.  The
Debtor's exclusive period to file a plan expires on Nov. 12, 2007.


BEAR STEARNS: S&P Affirms Ratings on 22 Certificate Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 22
classes of commercial mortgage pass-through certificates from Bear
Stearns Commercial Mortgage Securities Trust 2004-PWR6.

The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.

As of the Sept. 11, 2007, remittance report, the collateral pool
consisted of 95 loans with an aggregate trust balance of
$1.023 billion, down from 116 loans totaling $1.067 billion at
issuance.  The master servicers, Prudential Asset Resources Inc.
and Wells Fargo Bank N.A., reported financial information for 100%
of the pool, excluding $65.7 million (6%) of defeased
loans.  Ninety-seven percent of the servicer-reported information
was full-year 2006 data. Using this information, Standard & Poor's
calculated a weighted average debt service coverage of 1.57x,
compared with 1.58x at issuance.  All of the loans in the pool are
current, except for one that is 30-plus-days delinquent
($4.2 million).  No loans are with the special servicer, and the
trust has not experienced any losses to date.

The top 10 loans secured by real estate have an aggregate
outstanding balance of $458.4 million (45%) and a weighted average
DSC of 1.59x, compared with 1.64x at issuance.  The third-largest
loan in the pool is on the watchlist due to declines in occupancy
and DSC, as discussed below.  Standard & Poor's reviewed property
inspections provided by the master servicer for all of the assets
underlying the top 10 loans.  One was characterized as
"excellent," while the remaining properties were characterized as
"good."

These six mortgage loans exhibited credit characteristics
consistent with investment-grade obligations at issuance:

     -- The fourth-largest loan, The Hilton Sandestin Beach
        Golf Resort & Spa loan has a trust and whole-loan
        balance of $51.2 million (5%).  The loan is secured by
        a first-lien mortgage on a 598-room, full-service
        resort in Destin, Florida, on the Florida Panhandle.
        The property was built in 1984 and renovated and
        expanded in 1998.  For the year ended Dec. 31, 2006,
        the DSC was 2.48x.  Standard & Poor's adjusted net cash
        flow is up 4% since issuance.

     -- The Berry Plastics Manufacturing Plant loan has a trust
        and whole-loan balance of $19.4 million (2%).  The loan
        is secured by four industrial properties with a total
        of 862,866 sq. ft.  Two of the properties are located
        in Alsip, Illinois, one is in Tolleson, Arizona, and
        one is in Geddes, New York.  The properties were built
        between 1990 and 2000.  For the year ended Dec. 31,
        2006, the DSC was 1.79x and occupancy was 100%.
        Standard & Poor's adjusted NCF is up 16% from its level
        at issuance.

     -- The Pine Gate Apartments loan has a trust and whole-
        loan balance of $19.2 million (2%).  The loan is
        secured by a first-lien mortgage on a 354-unit
        apartment property in Old Bridge, New Jersey.  The
        property was built in 1971 and renovated in 1996.  For
        the year ended Dec. 31, 2006, the DSC was 1.33x and
        occupancy was 98%.  Standard & Poor's adjusted NCF is
        down 22% from issuance due to increased operating
        expenses.

     -- The Shaklee Corp. loan has a trust and whole-loan
        balance of $17.2 million (2%).  The loan is secured by
        the fee interest in a 123,750-sq.-ft. office property
        in Pleasanton, California, 30 miles southeast of
        Oakland.  The property was built in 2000 and is 100%
        owner-occupied.  For the year ended Dec. 31, 2006, the
        DSC was 1.51x.  Standard & Poor's adjusted NCF has been
        stable since issuance.

     -- The BJ's Wholesale Club loan has a trust and whole-loan
        balance of $13.7 million (1%).  The loan is secured by
        the fee simple interests in the land beneath a retail
        property in Philadelphia.  For the year ended Dec. 31,
        2006, the reported DSC was 1.39x.

     -- The Orland Park Place Outlets loan has a trust and
        whole-loan balance of $5.8 million.  The loan is
        secured by the fee simple interests in the land beneath
        a retail property in Orland Park, Illinois.  For the
        year ended Dec. 31, 2006, the reported DSC was 1.08x.

The watchlist reported by the master servicers consisted of eight
loans ($86 million, 8%).  The third-largest loan, Eton Collection
($54.8 million, 5%), is secured by the fee interests in a 286,683-
sq.-ft. mixed-use property in Woodmere, Ohio.  The retail
component consists of 199,482 sq. ft. and the office component
consists of 87,161 sq. ft.  The loan is on the watchlist because
of low DSC of 0.81x as of year-end 2006.  The second-largest
tenant, Organized Living (formerly 8% of the net rentable area),
declared bankruptcy and vacated in 2006.  The borrower is actively
leasing the space and has signed four new leases in 2007, which
will increase the occupancy to 91% from 87% as of year-ended 2006.

The Holiday Park Manufactured Home Community loan, ($4.2 million,
0.4%) is 30-plus-days delinquent.  The loan is secured by a 315-
pad, manufacturing housing community in Louisville, Kentucky.  The
loan has been habitually 30-plus-days delinquent since July 2007.
As of Sept. 30, 2007, DSC was 0.83x and occupancy was 91%.

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 rating
affirmations.


                        Ratings Affirmed

          Bear Stearns Commercial Mortgage Securities
                        Trust 2004-PWR6

       Class         Rating           Credit enhancement
       -----         ------            ----------------
       A-1           AAA                    20.85%
       A-2           AAA                    20.85%
       A-3           AAA                    20.85%
       A-4           AAA                    20.85%
       A-5           AAA                    20.85%
       A-6           AAA                    20.85%
       A-J           AAA                    14.07%
       B             AA                     10.81%
       C             AA-                     9.77%
       D             A                       8.21%
       E             A-                      7.17%
       F             BBB+                    5.73%
       G             BBB                     4.82%
       H             BBB-                    3.39%
       J             BB+                     3.13%
       K             BB                      2.74%
       L             BB-                     2.21%
       M             B+                      1.69%
       N             B                       1.30%
       P             B-                      1.17%
       X-1           AAA                      N.A.
       X-2           AAA                      N.A.


                   N.A. Not applicable.


BEAZER HOMES: Fraudulent Activities Cue S&P to Cut Rating to B+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Beazer Homes USA Inc. to 'B+' from 'BB-' following the
disclosure of fraudulent activities in the homebuilder's mortgage
subsidiary and the announcement of further sharp deterioration in
operating trends in the homebuilder's fiscal fourth quarter (ended
Sept. 30, 2007).  Concurrently, S&P lowered its rating on $1.5
billion in rated senior unsecured debt to 'B+' from 'BB-'.  The
ratings remain on CreditWatch, where they were placed with
negative implications on Aug. 14,
2007.

The downgrades acknowledge significant internal and external
challenges confronting Beazer's management team and the uncertain
economic impact stemming from accusations of fraud in the Beazer
Mortgage Co. subsidiary.  Beazer recently announced that an
internal investigation found evidence that employees had violated
certain U.S. Department of Housing and Urban
Development regulations.  Beazer could be liable for past and
future losses suffered by mortgage purchasers or HUD that were due
to fraud or misrepresentation on the part of Beazer employees,
although Beazer hopes to reach a settlement with regulators.

During the course of the internal investigation, Beazer's audit
committee discovered that the company had improperly accounted for
certain reserves and accrued liabilities as well as certain model
home sale-leaseback transactions.  Beazer previously announced
that it would delay filing its third-quarter 10-Q
with the SEC because of the ongoing investigation, and the company
is now warning that prior financial statements will be restated
and should not be relied upon.  S&P's ratings on Beazer will
remain on CreditWatch with negative implications until S&P learn
the extent of the pending restatements, the
company files all financial statements with the SEC, and it
resolves a purported notice of default under the indentures
governing its unsecured notes.

Beazer also announced that preliminary fiscal fourth-quarter net
orders declined 52% due, in large part, to an extraordinarily high
68% cancellation rate.  However, the company did successfully
amend its $500 million revolving
credit facility and improved its liquidity position, ending the
quarter with more than $400 million of cash.  Beazer's credit
facility lenders agreed to waive events of default related to the
pending restatement of financial statements.  In exchange for the
waiver, Beazer agreed to grant security interests in borrowing-
base collateral.

At present, there are no borrowings under the revolver and $108
million of letters of credit outstanding.  The letters of credit
are collateralized by $108 million of cash.  Given S&P's
expectation for lower production levels in the near term, they do
not currently foresee secured debt rising to levels that would
meaningfully subordinate the interests of the company's unsecured
creditors.  In fact, subsequent to quarter-end, secured debt was
reduced, as the company used $75 million of its cash holdings to
repay outstanding mortgage notes.

Atlanta, Georgia-based Beazer is one of the nation's largest
homebuilders, with 12,009 closings during its fiscal year ended
Sept. 30, 2007.  The company markets its homes in more than 40
markets in the West, the Southeast, Florida, and the Mid-Atlantic
states.  Home sales in many of these markets remain weak as rising
foreclosures and tightening credit standards exacerbate already
high levels of competing inventory.


     Ratings Lowered and Remaining on Creditwatch Negative

                                        Rating
                                        ------
        Beazer Homes USA Inc.    To                From
                                 --                ----
        Corporate credit   B+/Watch Neg/--   BB-/Watch Neg/--
        Senior unsecured   B+/Watch Neg      BB-/Watch Neg/--


BEAZER HOMES: Fitch Cuts Issuer Default Rating to "BB-"
-------------------------------------------------------
Fitch Ratings downgraded Beazer Homes USA Inc.'s Issuer Default
Rating to 'BB-' from 'BB'.  Fitch currently rates Beazer's debt
as:

   -- Issuer Default Rating downgraded to 'BB-' from 'BB';
   -- Secured revolving credit facility rated 'BB';
   -- Senior notes downgraded to 'BB-' from 'BB';
   -- Convertible senior notes downgraded to 'BB-' from 'BB';
   -- Junior subordinated debt downgraded to 'B' from 'B+'

The downgrade of the IDR reflects the company's performance amidst
continued challenging market conditions, the report from the
independent audit committee of Beazer's Board of Directors
regarding evidence that employees of its mortgage subsidiary
violated certain Department of Housing and Urban Development
regulations, and additional accounting irregularities discovered
during the course of its internal investigation.

Beazer's ratings remain on Rating Watch Negative due to the
company's inability to make a timely filing of its Form 10Q (for
the quarter ended June 30, 2007) with the Securities and Exchange
Commission and possible need to negotiate consent waivers with its
bond holders.  Furthermore, there is uncertainty as to the
financial impact of Beazer's potential liability as well as
regulatory fines related to the violations found in its mortgage
subsidiary.

Beazer earlier indicated interim findings from its audit
committee's previously announced independent internal
investigation into the company's mortgage origination business and
certain accounting and financial reporting matters.  The audit
committee determined that it will be necessary for Beazer to
restate its financial statements relating to fiscal years 2004
through 2006 and the interim periods of fiscal 2006 and 2007.  The
cumulative impact of these restatements will likely be an increase
in net income, but will reflect an expected decrease in net income
for fiscal year 2006.  The restatements will not cause an
adjustment to the company's current cash position.

Additionally, the audit committee's internal investigation found
evidence that employees of the company's mortgage subsidiary
violated certain HUD regulations, particularly in relation to Down
Payment Assistance programs, in certain Federal Housing
Administration insured loans originated by Beazer Mortgage Company
dating back to at least 2000.

Beazer's potential future liability relates, in part, to the
impact of providing reimbursement of losses arising from mortgage
defaults in circumstances wherein the company's FHA-insured
mortgage origination activities would have violated standard
representation made to mortgage purchasers.  In the event of fraud
or certain misrepresentations at the time of the sale of such FHA-
insured loans, Beazer may be liable for losses suffered either by
the mortgage purchaser, or HUD if any payment was made pursuant to
an FHA loan guarantee.

The company intends to negotiate a settlement with regulatory
agencies, which it estimates could range from $8 million to
$15 million.  Furthermore, the company may also be liable for
damages, costs and expenses related to potential civil litigation
involving FHA-insured loans that cannot be quantified at this
time.

Beazer also entered into a waiver and amendment of its
$500 million revolving credit facility, waiving events of default
under the facility arising from the company's restatements of its
financial statements.  Under the amendment, Beazer's borrowings
under the revolver will be secured by assets that make up a
borrowing base.  There were no outstanding balances under the
revolver and about $108 million of letters of credit were
outstanding as of Sept. 30, 2007. Furthermore, the covenants of
its revolving credit facility were also amended to provide the
company with additional flexibility during this housing downturn.

Beazer reported preliminary home closings of 3,940 homes during
the fourth quarter ended Sept. 30, 2007, a 39% decline from the
same period last year.  Preliminary net new orders slipped 52% to
990 homes, driven largely by an unusually high cancellation rate
(68%) during the quarter.  However, it is important to note that
the company continues to generate cash flow, with cash on hand in
excess of $400 million at the end of September. This compares to
$123 million of cash at the end of the June 2007 quarter.

Resolution of the Rating Watch will be based on the company filing
its Form 10Q (for the quarter ended June 30, 2007) with the
Securities and Exchange Commission and possible need to negotiate
waivers with its bond holders.  The delay in filing the company's
Form 10Q results from the inability of the audit committee of
Beazer, which is conducting an independent internal investigation
of Beazer's mortgage origination business and related matters, to
complete its investigation and make a final conclusion by the
required filing date. The resolution of the on-going external
investigations will be considered in resolving the Watch Status.

Future ratings and Outlooks will also be influenced by broad
housing market trends as well as company specific activity, such
as trends in land and development spending, general inventory
levels, speculative inventory activity (including the impact of
high cancellation rates on such activity), gross and net new order
activity, debt levels and free cash flow trends and uses.


BROBECK PHLEGER: Turn Over of Digital Records Approved
------------------------------------------------------
Ronald F. Greenspan, the trustee overseeing the liquidation
of Brobeck, Phleger & Harrison LLP obtained authority from
the U.S. Bankruptcy Court for the Northern District of
California to:

   a) abandon the Debtor's digital records;

   b) transmit notice of abandonment to former clients of
      the Debtor; and

   c) enter into an electronic data access agreement with
      Gallivan, Gallivan & O'melia LLC.

The Trustee, however, is not authorized to participate in making
arrangements in the disposition of the digital records.

The digital records, after being turned over to Gallivan, will be
preserved in an archive established under the direction of the
Library of Congress and its partners in the National Digital
Information Infrastructure Preservation Program, subject to the
restrictions of a closed archive methodology.

For further information, contact:

    David Kirsch
    University of Maryland
    Robert H. Smithy School of Business
    4544 Van Munching Hal
    College Park, MD 20742

Brobeck Phleger, a law firm formed in the 1920s after the
break-up of Morrison, Dunne & Brobeck, was forced into
bankruptcy in 2003 (Bankr. N.D. Calif. Case No. 03-32715).

A story from the Troubled Company Reporter dated Feb. 4, 2003,
stated several factors which lead to the demise of the firm,
including a default on a $90 million loan agreement with
Citibank, and departure of its professionals and partners.

The firm represented many Internet companies during the 1990s,
played pivotal roles in taking Buy.com, 1-800-Flowers.com and
Stamps.com public, and helped push first-year associate salaries
to the $135,000 mark.


BUFFALO COAL: Chapter 7 Trustee Taps Leech Tishman as Counsel
-------------------------------------------------------------
John W. Teitz, the Chapter 7 Trustee appointed in Buffalo Coal
Inc. and its debtor-affiliates' bankruptcy cases asks the United
States Bankruptcy Court for the Northern District of West Virginia
for permission to employ Leech Tishman Fuscaldo & Lampl LLC as his
counsel.

The Trustee expects Leech Tisham to:

   a. consult and advice relative to the general administration
      of the Debtors' estate;

   b. consult, investigate or advice as requested by the Trustee
      in furtherance of pursuing potential claims or causes of
      action available to the estate;

   c. evaluate various financial transactions which may be subject
      to avoidance actions under Chapter 5 of the Bankruptcy Code;

   d. assist the Trustee in the liquidation of the Debtors'
      estate, including but not limited to, the sale of the
      Debtors' assets and to investigate, evaluate and inventory
      assets of the Debtor's estate whether in its possession of
      the possession of third parties; and

   e. perform other services as may be required and in the
      interest of the Debtors' estate as requested by the Trustee.

The firm's professionals charge at these rates for their services:

      Designation           Hourly Rate
      -----------           -----------
      Partner                $190-$360
      Associate              $140-$200
      Paralegal               $65-$120
      Law Clerk               $65-$120

John M. Steiner, Esq., a partner of the firm, 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. Steiner can be reached at:

     John M. Steiner, Esq.
     Leech Tishman Fuscaldo & Lampl LLC
     525 William Penn Place, 30th Floor
     Pittsburg, PA 15219
     Tel: (412) 261-1600
     Fax: (412) 227-5551
     http://www.leechtishman.com

Headquartered in Oakland, Maryland, Buffalo Coal Company, Inc.,
is engaged in coal mining and processing services.  The company
filed for chapter 11 protection on May 5, 2006 (Bankr. N.D. W.V.
Case No. 06-00366).  David A Hoyer, Esq., at Hoyer, Hoyer & Smith,
PLLC, represents the Debtor in its restructuring efforts.  Thorp
Reed and Armstrong LLP represents Buffalo Coal's Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed total assets of
$119,323,183 and total debts of $105,887,321.

Barton Mining Company Inc., Buffalo Coal's affiliate, filed a
bankruptcy petition under chapter 7 on July 24, 2006.  The case
was converted into chapter 11 on Aug. 8, 2006 (Bankr. N.D. W.V.
Case No. 06-00625).  James R. Christie, Esq., at Clarksburg, West
Virginia, represents Barton Mining.

On June 13, 2007, the Court converted Buffalo Coal's chapter 11
case into a chapter 7 liquidation.  H. Lynden Graham, the Court-
appointed chapter 7 trustee, is represented by J. Nicholas Barth,
Esq., and Stephen L. Thompson, Esq., at Barth & Thompson.


BUFFALO COAL: Ch. 7 Trustee Wants Maryland Mine Plant Sale Okayed
-----------------------------------------------------------------
John W. Teitz, the Chapter 7 Trustee appointed in Buffalo Coal
Inc. and its debtor-affiliates' bankruptcy cases asks the United
States Bankruptcy Court for the Northern District of West Virginia
for authority to sell the Debtors' real and personal properties to
Ritchie Trucking and Excavating Inc.

The Trustee proposes to sell the Debtors' MINE #5 PREP Plant,
located near SR 36 at Lonaconing in Allegany County, Maryland,
and the Debtors' Maryland environmental protection permits, for a
minimun cash of $500 per acre and assumption of all reclamation
liabilities associated with that property and permit.  The Trustee
estimates the area of the Debtors' property between 49 and 79
acres.

Pursuant to an asset purchase agreement, Ritchie Trucking will
deposit $5,000 in cash upon the Court's entry of order approving
the sale.  The balance of the purchase price will be paid in cash
on the 11th day after the entry of the sale order.

If Ritchie Trucking fails to pay the balance, the deposit will
be forfeited to the Chapter 7 Trustee and all the expenses of the
sale, including attorney's fee will be charged and paid out of
the forfeited deposit.

Further, if the payment does not take place within the required
time, Ritchie Trucking will be in default, and the Chapter 7
Trustee will resell the Debtors' property and permit at the risk
and expense of Ritchie Trucking.  In addition, Ritchie Trucking
will not be entitled to any surplus proceeds resulting from the
sale of the Debtors' property and permit.

The Trustee assures the Court that Ritchie Trucking is not an
insider of the Debtors and it buys the property in good faith
pursuant to Section 11 363(m) of the Bankruptcy Code.

Headquartered in Oakland, Maryland, Buffalo Coal Company, Inc.,
is engaged in coal mining and processing services.  The company
filed for chapter 11 protection on May 5, 2006 (Bankr. N.D. W.V.
Case No. 06-00366).  David A Hoyer, Esq., at Hoyer, Hoyer & Smith,
PLLC, represents the Debtor in its restructuring efforts.  Thorp
Reed and Armstrong LLP represents Buffalo Coal's Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed total assets of
$119,323,183 and total debts of $105,887,321.

Barton Mining Company Inc., Buffalo Coal's affiliate, filed a
bankruptcy petition under chapter 7 on July 24, 2006.  The case
was converted into chapter 11 on Aug. 8, 2006 (Bankr. N.D. W.V.
Case No. 06-00625).  James R. Christie, Esq., at Clarksburg, West
Virginia, represents Barton Mining.

On June 13, 2007, the Court converted Buffalo Coal's chapter 11
case into a chapter 7 liquidation.  H. Lynden Graham, the Court-
appointed chapter 7 trustee, is represented by J. Nicholas Barth,
Esq., and Stephen L. Thompson, Esq., at Barth & Thompson.


BURGER KING: Fitch Lifts Issuer Default Rating to BB-
-----------------------------------------------------
Fitch Ratings upgraded the ratings of Burger King Corporation as:

   -- Long-term Issuer Default Rating to 'BB-' from 'B+';
   -- Secured credit facility to 'BB+' from 'BB'

Simultaneously, Fitch has withdrawn this Recovery Rating:

   -- Secured credit facility 'RR2'.

The outlook is stable.  At June 30, 2007, Burger King had
$943 million of debt.

The ratings upgrade reflects the significant improvement in Burger
King's credit profile over the past 12 months, the company's
consistently positive same-store-sales growth, increasing average
restaurant sales and improved operating margins.  The recovery
rating, which is a relative indicator of creditors' recovery on a
given obligation in the event of default, was withdrawn because
Burger King's probability of default has declined.

During the fiscal year ended June 30, 2007, Burger King paid off
$125 million or nearly 10% of its debt.  In addition, private
equity sponsor ownership was reduced to 58% from 76% after the
company completed a secondary offering of 22 million shares.
World-wide SSS growth was 3.4% in fiscal 2007; after growing 1.9%
during the previous year, and ARS increased 6% to $1.2 million.
Extended hours, expanded breakfast options and improved levels of
guest satisfaction continue to provide momentum for system sales
growth.  Strong revenue growth, the elimination of sponsor
management fees and reduced selling, general and administrative
expenses resulted in Burger King's operating margin expanding 470
basis points to 13%.

For the year ended June 30, 2007, Burger King's adjusted leverage
(defined as total debt plus eight times gross rent expense divided
by operating earnings before interest, taxes, depreciation,
amortization, and gross rent expense or EBITDAR) was 3.9x, versus
5.5x at year end 2006.  Adjusted interest coverage (defined as
EBITDAR divided by interest expense plus gross rent expense) was
2.5x and funds from operations fixed charge coverage was 2x; up
from 1.8x and 1.5x during the previous year.

Financial covenants in Burger King's secured bank agreement
include a maximum leverage ratio (defined as debt, net of
unrestricted cash in excess of $50 million,-to-EBITDA) of 4x
through June 30, 2008 stepping down to 3x after June 30, 2009, a
minimum interest coverage ratio (defined as EBITDA-to-cash
interest) of 3x and maximum annual capital expenditures of
$200 million or $250 million if rent adjusted leverage is less
than 3x.  As of June 30, 2007, these statistics were about 2x,
6.2x and $87 million, respectively resulting in the company's full
compliance with all of these measures.  Events of default include
a change of control and defined material adverse changes in the
company's business.

While Burger King's credit measures have shown noticeable
improvement, the ratings recognize relative weaknesses in the
company's procurement and management information systems
infrastructure.  Burger King generally does not have long-term
pricing arrangements with its suppliers and although it uses an
independent purchasing cooperative to leverage the purchasing
power of the Burger King system in the U.S., the company does not
have a designated purchasing agent for units outside of North
America.  Burger King expects that within three to five years, the
majority of its franchisees will have a new point-of-sale system
that allows them to submit monthly sales data electronically in a
near real-time electronic format.

Burger King completed its Franchisee Financial Restructuring
Program in December 2006 and continues to close underperforming
restaurant units.  While this improved the overall health of
Burger King's vast franchisee network, Fitch remains concerned
about recent concessions the company has made to encourage U.S.
franchisees to renew agreements and to open new restaurants.

Increased transparency is provided by the ability to monitor the
on-going performance of the company's largest domestic franchisee
-- Carrols Restaurant Group Inc. which operates just under 5% of
Burger King's domestic units.  For the six months ended July 1,
2007, Carrol's Burger King segment posted 3.1% SSS growth and the
company increased its 2007 full year Burger King SSS outlook to
3-3.5%.

Burger King Holdings operates the world's No.2 hamburger chain in
terms of units.  The company's 11,283 units generated
$13.2 billion in system sales during the year ended June 30, 2007.

About 66% of Burger King's units are in North America and 34% are
international.  Nearly 90% are owned and operated by franchisees
with the remaining being operated by the company. The company's
three geographic reporting segments are; North America -- which
contributed 65% of revenue and 79% of operating income in 2007,
Europe, the Middle East and Africa/Asia Pacific (EMEA/APAC)- which
contributed 30% and 13%, and Latin America -- which contributed 5%
and 8%.  The company is 58% owned by TPG Capital, Bain Capital
Partners and Goldman Sachs Funds.


CENTRAL GARDEN: Weak Performance Prompts S&P to Lower Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Central Garden & Pet Co. to 'B+' from 'BB-', its senior
secured bank loan rating to 'BB-' from 'BB', and its senior
subordinated debt rating to 'B-' from 'B'.  The ratings remain on
CreditWatch, where they were placed with negative implications on
June 7, 2007, following the company's downward revision of its
fiscal third-quarter and full-year 2007 earnings guidance.
Approximately $568 million of debt was outstanding as of June 30,
2007.

"The downgrade and continued CreditWatch listing reflect the
company's very weak operating performance in fiscal 2007 as it
copes with increased grain costs, unseasonable weather in its lawn
& garden business, and lower demand for its aquatics products,"
said Standard & Poor's credit analyst Patrick Jeffrey.  These
trends contributed to the company seeking bank
amendments in March and August 2007 to obtain covenant relief.
The weak operating performance also resulted in the company
withdrawing a planned secondary stock offering and its fourth
quarter earning guidance in September 2007.

"We remain concerned that, despite the two bank amendments, the
covenant cushion will be tight on the company's maximum 5x total
debt to EBITDA covenant in the near term as the company continues
to work through its operating challenges," said Mr. Jeffrey.
Further, total debt to EBITDA was 4.7x for the 12 months ended
June 30, 2007, compared with 4.2x in the comparable period last
year, and its operating margins remain weak at below 9%.  "We do
not expect key credit measures to improve in the fiscal fourth
quarter."


CHAMPION PARTS: Files for Bankruptcy in Arkansas
------------------------------------------------
Champion Parts Inc. has filed a voluntary petition under Chapter
11 of the Bankruptcy Code with the United States Bankruptcy Court
for the Western District of Arkansas to reorganize its financial
obligations and capital structure.

In a regulatory filing with the U.S. Securities and Exchange
Commission, the company disclosed that it received written notice
from its primary lender, PNC Bank National Association, of various
events of default under the loan covenants and agreements with the
lender.  The company relates that discussions with the senior
lender resulted in its decision that the company should file for
Chapter 7 liquidation under the applicable bankruptcy law.

However, the company believes it is a viable going concern, and
can succeed in the future.  The lender has stated that it intends
to seek an orderly liquidation of the company.

As a result, the company plans to seek from the Bankruptcy Court
an order allowing it to use cash collateral to remain in business
and service the needs of its customers.

Champion Parts Inc. -- http://www.championparts.net/--
(OTC/BB:CREB) remanufactures fuel system components, air
conditioning compressors, front wheel drive assemblies, and other
underhood electrical and mechanical products for the passenger car
and light truck, agricultural, heavy-duty truck and marine parts
aftermarket.


CHAMPION PARTS: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Champion Parts Inc.
        dba Champion Diesel, Inc.
        dba Champion Parts B. & T.
        dba Superparts Rebuilders
        dba Champion Parts Rebuilders
        dba Champion Parts Rebuilders, Inc.
        2005 West Avenue B
        Hope, AR 71801

Bankruptcy Case No.: 07-73253

Type of Business: The Debtor remanufactures fuel system
                  components, air conditioning compressors, front
                  wheel drive assemblies, and other underhood
                  electrical and mechanical products.
                  (This case summary corrects the TCR's Oct. 11
                  column stating that the Debtor's assets and
                  debts are below $1,000,000)

Chapter 11 Petition Date: October 10, 2007

Court: Western District of Arkansas (Texarkana)

Judge: James G. Mixon

Debtor's Counsel: James F. Dowden, Esq.
                  212 Center Street, 10th Floor
                  Little Rock, AR 72201
                  Tel: (501) 324-4700
                  Fax : (501) 374-5463

Total Assets: $26,389,000

Total Debts:  $25,251,000

Debtor's 16 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Mayor of the City of Hope                                $535,928
P.O. Box 667
Hope, AR 71802

Marshall & Ilsley Trust                                  $286,246
Co.
P.O. Box 2977
Milwaukee, WI 53201-2977

Beacon Sales & Distribution                              $130,000
4354 Tower Street
Fort Worth, TX 76118

American Honda Motor Co.,                                 $71,521
Inc.

Tsang Yow Industrial Co., Ltd.                            $61,456

K.S.C. Tech Co., Inc.                                     $59,404

Morris Anderson & Associates                              $50,000

Arkansas Blue Cross Blue                                  $48,672
Shield

Jerry T. Crane                                            $42,985

Lord Bissell & Brook                                      $40,599

Morison Cogen                                             $27,706

R.G.P. Holding, Inc.                                      $25,000

R.M.D.S.                                                  $23,500

Wes-Pak, Inc.                                             $19,243

Carquest                                                  $17,492

Elk Horn Bank & Trust                                     $14,992


CHARLES ROSE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Charles R. Rose
        10022 East Cortez Drive
        Scottsdale, AZ 85260

Bankruptcy Case No.: 07-05284

Chapter 11 Petition Date: October 12, 2007

Court: District of Arizona (Phoenix)

Judge: Eileen W. Hollowell

Debtor's Counsel: Allan D. Newdelman, Esq.
                  80 East Columbus Avenue
                  Phoenix, AZ 85012
                  Tel: (602) 264-4550
                  Fax: (602) 277-0144

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


CHRYSLER LLC: Council Approves New Contract Ratification
--------------------------------------------------------
The UAW Chrysler Council, which includes local union leaders from
Chrysler facilities throughout the United States, voted
overwhelmingly to recommend ratification of a new tentative labor
agreement with Chrysler reached on Oct. 10, 2007.  Local union
leaders voted to recommend ratification by UAW members after
meeting yesterday, Oct. 15, 2007, at Cobo Center in Detroit,
Michigan, where they were briefed on details of the proposed new
contract.

As reported in the Troubled Company Reporter on Oct. 11, 2007, the
tentative agreement includes a memorandum of understanding to
establish an independent retiree health care trust, as well as
other changes to the national agreement.  Following ratification,
implementation of the memorandum of understanding is subject to
approval by the courts and satisfactory review of accounting
treatment with the Securities Exchange Commission.

The national agreement is consistent with the economic pattern,
and balances the needs of its employees and company by providing a
framework to improve its long-term manufacturing competitiveness.

"The UAW negotiating committees at Chrysler, both hourly and
salaried, did an excellent job bargaining this agreement and we
look forward to discussing it with our members in explanation and
ratification meetings which will begin this week," UAW President
Ron Gettelfinger said.  "Thanks to the determination of Chrysler
workers, we have moved forward on our agenda to protect
manufacturing jobs in our communities -- and we have also
protected wages, health care and pensions for active and retired
workers."

"This proposed agreement meets the challenges of our industry
head-on," UAW Vice President General Holiefield, who heads the UAW
Chrysler dept, said.  "It sets the stage for future success at
Chrysler, and for our members to share in that success."

The UAW represents over 48,000 active workers and 78,000 retirees
and surviving spouses at Chrysler.

                       About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler,
Jeep, and Dodge brand names.  It also sells parts and
accessories under the MOPAR brand.

The company has dealers worldwide, including Canada, Mexico,
U.S., Germany, France, U.K., Argentina, Brazil, Venezuela,
China, Japan and Australia.

                           *    *    *

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

As reported in the Troubled Company Reporter on Aug. 8, 2007,
Standard & Poor's Ratings Services revised its loan and recovery
ratings on Chrysler LLC's (B/Negative/--) $10 billion senior
secured first-lien term loan facility due 2013, following various
changes to terms and conditions prior to closing.  The $10 billion
first-lien term loan now consists of a $5 billion "first-out"
tranche and a $5 billion "second-out" tranche, so the aggregate
amount of first-lien debt remains unchanged.

Accordingly, S&P assigned a 'BB-' rating to the $5 billion "first-
out" first-lien term loan tranche.  This rating, two notches above
the corporate credit rating of 'B' on Chrysler LLC, and the '1'
recovery rating indicate S&P's expectation for very high recovery
in the event of payment default.  S&P also assigned a 'B' rating
to the $5 billion "second-out" first-lien term loan tranche.  This
rating, the same as the corporate credit rating, and the '3'
recovery rating indicate S&P's expectation for a meaningful
recovery in the event of payment default.

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


COMESTOCK HOMEBLDG: Has $47.8MM Homebuilding Revenue in 3rd Qtr.
----------------------------------------------------------------
Comstock Homebuilding Companies Inc. disclosed Friday last week
preliminary sales and settlement results for the three and nine
months ended Sept. 30, 2007.  Settlement revenue for the three and
nine months ended Sept. 30, 2007, was $47.8 million and
$201.1 million.  The number of homes delivered for the three
months ended Sept. 30, 2007, was 141 homes.  The number of homes
delivered for the nine months ended Sept. 30, 2007, was 777 homes.

Gross new order revenue for the three months ended Sept. 30, 2007,
was $24.5 million on gross sales of 81 homes.  For the nine months
ended Sept. 30, 2007, gross new orders were $166.7 million on 717
homes.

For the three months ended Sept. 30, 2007, the company experienced
78 unit cancellations totaling $36.0 million.  At the Eclipse
project, in the Washington, DC market, the company experienced 67
cancellations.

The company's backlog at Sept. 30, 2007, was $47.3 million on 100
homes.  The company's backlog at June 30, 2007, includes 14 units
totaling $19.7 million at the company's Eclipse project (which
includes $14.5 million of backlog revenue from Potomac Yard
retail).

"Market conditions have continued to deteriorate throughout the
year," said Christopher Clemente, chairman and chief executive
officer.  "The credit market crisis that developed over the summer
has dampened consumer confidence in real estate and is
contributing to reduced demand for new homes and rising
inventories of new and existing homes.  Having survived previous
market downturns we recognize the importance of lowering costs,
reducing inventory, protecting liquidity and satisfying our
customers.  We continue to focus on these fundamentals.  We have
reduced staffing by more then 35%, reduced production costs by as
much as 22%, reduced inventory of land and spec homes, and worked
with our lenders in ways that have afforded us an opportunity to
manage current market conditions.  With continued job creation and
population growth in our markets we believe that this cycle will
follow the same path to recovery that previous cycles have
followed.  I believe that the steps we are taking now to reduce
costs and realign our business with current market conditions will
position Comstock to thrive again when market conditions improve."

In response to deterioration of pricing power and consumer demand
during the three months ended Sept. 30, 2007, the company says it
is currently in the process of evaluating both its carrying value
of inventory and its remaining exposure to land option deposits.
The company indicated that it expected to record additional
inventory impairment and option write-off charges for the three
months ended Sept. 30, 2007.  In connection with these potential
charges and changing market conditions, the company is in the
process of negotiating with certain of it lenders to modify
existing covenants.

                   About Comstock Homebuilding

Based in Reston, Virginia, Comstock Homebuilding Companies Inc.
(Nasdaq: CHCI) -- http://www.comstockhomebuilding.com/-- is a
diversified real estate development firm with a focus on
moderately priced for-sale residential products.  Established in
1985, Comstock builds and markets single-family homes, townhouses,
mid-rise condominiums, high-rise condominiums, mixed-use urban
communities and active adult communities.  The company currently
markets its products under the Comstock Homes brand in the
Washington, D.C., Raleigh, North Carolina, and Atlanta, Georgia
metropolitan areas.  Comstock develops mixed-use, urban
communities and active-adult communities under the Comstock
Communities brand.

                          *     *     *

As reported in the Troubled Company Reporter on May 28, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Comstock Homebuilding Cos. Inc. to 'B' from 'B+'.  The
outlook remains negative.


COMMERCIAL MORTGAGE: S&P Assigns Low-B Ratings on 6 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. 12,
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 1.15x, a beginning LTV of 111.2%, and
an ending LTV of 107.7%.


                  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.


COMMSCOPE INC: Moody's Cuts Corporate Family Rating to Ba3
----------------------------------------------------------
Moody's Investors Service concluded its review of CommScope Inc.
and downgraded the company's corporate family rating to Ba3 from
Ba2 pending the company's debt financed acquisition of Andrew
Corp.  Additionally, Moody's downgraded the company's $250 million
convertible subordinated debentures to B2 from Ba3.  The
acquisition will be financed by $2.55 billion of senior secured
credit facilities to which Moody's has assigned Ba3 ratings.  The
outlook is stable.

Moody's placed CommScope under review for downgrade on
June 27, 2007 after the company's announcement of their intent to
acquire Andrew Corporation for $2.6 billion.  The acquisition has
been approved by both company's boards but is still conditioned on
Andrew shareholder and regulatory approvals.

These ratings were downgraded:

   -- Corporate Family Rating -- to Ba3 from Ba2

   -- Probability of Default Rating -- to Ba3 from Ba2

   -- $250 million Convertible Senior Subordinated Debentures
      due 2024 -- to B2, LGD6 (95%) from Ba3, LGD5 (73%)

These new ratings were assigned:

   -- $250 million Senior Secured Revolving Credit Facility due
      2013 -- Ba3, LGD3 (45%)

   -- $2.3 billion Senior Secured Term Loan due 2014 -- Ba3,
      LGD3 (45%)

The company's Ba3 rating reflects the relatively high pro forma
leverage upon closing the acquisition, the risks associated with
integrating two companies roughly equal in size and the
cyclicality of the cable, telecommunications, and enterprise
connectivity markets.  The leverage and integration challenges are
reflective of a B1 rating however they are offset by the strength
of CommScope's and Andrew's respective market leading positions,
the diversity of the combined product portfolio, management's
track record of successful large integrations and the potential
synergies associated with the Andrew acquisition. The ratings are
however considered on the weaker end of the Ba3 ratings category.

The closing pro forma debt to EBITDA as adjusted by Moody's is
expected to be just under 5x, a level more common in B1 rated
component manufacturers.  The company is expected to de-lever
fairly quickly however through a combination of asset sales of
non-strategic assets and estimates of up to $100 million in annual
cost savings from consolidating manufacturing and distribution
facilities and reducing duplicate operations. Moody's also notes
that Commscope's $250 million in convertible debt is heavily "in
the money" and will likely convert to equity in the next 18
months.  Moody's notes management's past success in integrating
the 2004 acquisition of Avaya's Connectivity Solutions business
and track record of reducing leverage.  Moody's believes the
company is capable of reducing leverage to below 4x by the end of
fiscal 2008.

The stable outlook reflects Moody's expectation that the company
will successfully integrate the Andrew acquisition and quickly
focus on improving cash flow and reducing debt.

The ratings could be positively impacted by success in integrating
Andrew and achieving synergy targets, continued growth in revenue,
EBITDA and free cash flow and reducing leverage to below 3.5x.

CommScope's ratings may be negatively impacted by unexpected
challenges associated with the Andrew acquisition, greater than
expected increases in material costs, a severe downturn in
customer spending across segments, or an additional large debt
financed acquisition, share repurchase or dividend.

CommScope is a provider of cable and connectivity solutions for
enterprise, cable, and telecom industries.  The Company is
headquartered in Hickory, North Carolina.


CONSECO INC: Completes Swiss Deal, Pays $76.5MM Ceding Commission
-----------------------------------------------------------------
Conseco Inc. has completed the transaction with Reassure America
Life Insurance Company, a subsidiary of Swiss Re Life & Health
America Inc.  In the transaction, REALIC paid a ceding commission
of $76.5 million.

In addition, three insurance companies in its Conseco Insurance
Group unit coinsured, with an effective date of Jan. 1, 2007, most
of the companys' older inforce equity- indexed annuity and fixed
annuity business with REALIC.

"This transaction is an important step in improving the
performance of the company," Jim Prieur, Conseco CEO, said.  "It
will allow us to retire four annuity administrative systems, which
will further simplify our back office and reduce our operating
expenses."

"We will consider how best to apply the proceeds from the
transaction and the $175 million of capital formerly held to
support these policies to increase Conseco's return on equity,
including repurchases of Conseco common stock and investments in
the business," Mr. Prieur added.

Conseco expects to record after-tax charges related to the
transaction in the third quarter of 2007 of approximately
$65 million, plus the block's earnings between the effective date
and the close of the transaction.  The block's after-tax loss for
the first half of 2007 was approximately $2 million, including
after-tax net realized investment losses of approximately $19
million.

                       About Conseco Inc.

Headquartered in Carmel, Indiana, Conseco Inc. (NYSE:CNO) --
https://www.conseco.com/ -- is the holding company for a group of
insurance companies operating throughout the United States that
develop, market and administer supplemental health insurance,
annuity, individual life insurance and other insurance products.
The company became the successor to Conseco Inc. (Old Conseco), in
connection with its bankruptcy reorganization.  CNO focuses on
serving the senior and middle-income markets.  The company sells
its products through three distribution channels: career agents,
professional independent producers and direct marketing.  CNO
operates through its segments, which includes Bankers Life,
Conseco Insurance Group, Colonial Penn, other business in run-off
and corporate operations.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 11, 2007,
Moody's Investors Service changed the outlook on the ratings of
Conseco Inc. and its insurance subsidiaries to negative from
stable.  The rating agency also affirmed Conseco's senior bank
facility at Ba3.

As reported in the Troubled Company Reporter on Aug. 9, 2007,
Standard & Poor's Ratings Services lowered its counterparty credit
and senior debt ratings on Conseco Inc. to 'B+' from 'BB-'.  The
outlook remains negative.  At the same time, Standard & Poor's
lowered its counterparty credit and financial strength ratings on
Conseco Senior Health Insurance Co. to 'CCC-' from 'CCC'.  Its
outlook also remains negative.


CREDIT SUISSE: Fitch Affirms Low-B Ratings on Two Cert. Classes
---------------------------------------------------------------
Fitch Ratings affirmed and removed from Rating Watch Negative
these two classes of Credit Suisse First Boston's commercial
mortgage pass-through certificates, series 2005-CND2:

   -- $32 million class L rated 'BBB-';
   -- $23 million class M rated 'BB'

Fitch also affirmed these classes:

   -- $58.5 million class A-2 at 'AAA';
   -- Interest-only class A-X-1 at 'AAA';
   -- Interest-only class A-X-3 at 'AAA';
   -- Interest-only class A-X-4 at 'AAA';
   -- Interest-only class A-X-5 at 'AAA';
   -- $64 million class B at 'AAA';
   -- $63 million class C at 'AA';
   -- $39 million class D at 'AA';
   -- $36 million class E at 'AA-';
   -- $35 million class F at 'A+';
   -- $37 million class G at 'A';
   -- $33 million class H at 'A-';
   -- $36 million class J at BBB+';
   -- $32 million class K at 'BBB';
   -- $18.8 million class N at 'B-'

Classes A-1, A-1S, A-1J, A-X-2, and A-Y have been paid in full.

Classes L and M are removed from Rating Watch Negative due to the
payoff of the largest loan in the trust, Manhattan House (88.7%)
without any fees being absorbed by the trust.  As of the September
2007 remittance date, the transaction's principal balance had
decreased by 74.5% to $507.3 million from $1.9 billion at
issuance.  Manhattan House paid off after the September
remittance, classes A-2 through K are expected to be paid in full
at the October 2007 remittance.

One loan remains in the trust, Mizner Court at Broken Sound. The
loan is secured by a 450-unit rental apartment community in Palm
Beach that had been undergoing conversion to condominiums at
issuance.  Due to adverse market conditions, the conversion was
cancelled and the units are being re-leased.  The Mizner Court at
Broken Sound loan matures in November 2007, and Fitch is concerned
that the property does not generate sufficient cash flows to
support its current debt level.  However, a recent appraised value
indicated that the trust portion of the debt could be paid in
full.


DONALD TENNYSON: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Donald P. Tennyson
        Betty J. Tennyson
        95 Trossback Road
        Dameron, MD 20628

Bankruptcy Case No.: 07-20053

Chapter 11 Petition Date: October 12, 2007

Court: District of Maryland (Greenbelt)

Judge: Eileen W. Hollowell

Debtor's Counsel: John Douglas Burns, Esq.
                  6303 Ivy Lane, Suite 102
                  Greenbelt, MD 20770
                  Tel: (301) 441-8780

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


DOWNEY FINANCIAL: Moody's Changes Outlook to Negative
-----------------------------------------------------
Moody's Investors Service changed the rating outlook on Downey
Financial Corp (issuer rating of Baa2) and its thrift subsidiary
Downey Saving and Loan Association (bank financial strength rating
of C-, issuer rating and long term deposits of Baa1, short-term
deposits of P-2) to negative from stable.

"The outlook change reflects the deterioration in Downey's
financial metrics due to asset quality issues, as well financial
and franchise concerns as Downey's loan portfolio continues to
decline," said Moody's vice-president Craig Emrick.  Downey is a
mono-line mortgage institution which has historically focused on
the option ARM loan product.  Downey predominately originates
loans to hold on its balance sheet (held for investment portfolio)
versus to sell in the secondary market.  The majority of Downey's
residential mortgage loans are originated through third party
brokers and about 90% are in California.

Downey announced on Oct. 10, 2007 that it will record an
$82 million provision in the third quarter of 2007.  Although
Moody's does not expect this level of provisioning to be necessary
in future periods, higher credit costs are likely to be a drag on
profitability into 2008 due to Downey's exposure to the weakening
California residential real estate market and high level of
accumulated negative amortization on its option ARM loans.
Additionally, Downey's held for investment portfolio fell by over
20% in the twelve month period ended August 2007.  This has hurt
profitability through decreased operating leverage on non-interest
expenses and a shift of assets to lower yielding securities.

The continued decline in the thrift's loan portfolio also raises
franchise impairment concerns as Downey's most appropriate long
term product and origination channel strategies are unclear.
Downey began pricing the initial period of its option ARM loans to
a level higher than many competitors beginning in 2006 to reduce
its exposure to potential accumulated negative amortization on new
originations.

If Downey is unable to compete in what Moody's anticipates to be a
much more rational and conservative mortgage market in the coming
quarters, this could signal franchise impairment has occurred.
Additionally, the volume of residential mortgage originations
through third-party brokers has declined substantially industry-
wide due to the recent market turmoil. The recovery of this
origination channel, and its timing, is uncertain.

Moody's concerns regarding these credit negatives are offset by
the following:

   1. Downey has an extremely strong capital and liquidity
      position.  Risk-based regulatory capital was 21% at
      June 30, 2007 and the thrift is primarily deposit funded
      with a large amount of unutilized capacity with the
      Federal Home Loan Bank,

   2. Downey's holds an insignificant amount of private label
      mortgage backed securities and whole loans with a held-
      for-sale designation, minimizing the risk of significant
      inventory mark-to-market write-downs which is weighing on
      many of its mortgage peers,

   3. Although Downey's asset quality metrics are
      deteriorating, the thrift has historically shown itself
      to be a conservative underwriter.

This is evidenced by low historical write-offs and the thrift's
willingness to allow their loan portfolio to shrink rather than
loosen underwriting standards.

Outlook Actions:

Issuer: Downey Financial Corp.

   -- Outlook, Changed To Negative From Stable

Issuer: Downey Savings & Loan Association

   -- Outlook, Changed To Negative From Stable


ELLIOTT HOLDING: Exclusive Plan Filing Period Moved to Feb. 5
-------------------------------------------------------------
Langhorne, Pennsylvania-based home builder The Elliott Building
Group Ltd. obtained extension of its exclusive period to file a
plan until Feb. 5, 2008, according to Bill Rochelle of Bloomberg
News.

Elliot will have 60 days after that deadline to solicit
acceptances to any filed plan.

Mr. Rochelle adds that Elliot will be holding a public sale
of its construction projects on Nov. 7.

The Elliott Building Group Ltd. filed for chapter 11 protection
on June 10, 2007 (Bankr. D. N.J. Case No. 07-18143).  Eighteen
affiliates filed separate chapter 11 petitions on the same
day (Bankr. D. N.J. Case Nos. 07-18134 to 07-18154).  Aris J.
Karalis, Esq. at Maschmeyer Karalis, P.C. serves as the Debtors'
counsel.  When Elliott Building Group filed for bankruptcy, it
listed assets and debts between $1 million to $100 million.


EPICUS COMMS: Aug. 31 Balance Sheet Upside-Down by $5.1 Million
---------------------------------------------------------------
Epicus Communications Group Inc.'s consolidated balance sheet at
Aug. 31, 2007, showed $8.7 million in total assets and
$13.8 million in total liabilities, resulting in a $5.1 million
total shareholders' deficit.

The company's consolidated balance sheet at Aug. 31, 2007,
moreover showed strained liquidity with $572,129 in total current
assets available to pay $1.9 million in total current liabilities.

The company reported a net loss of $1.0 million for the first
quarter ended Aug. 31, 2007, compared with a net loss of $953,298
for the same period last year.

For the respective three months ended Aug. 31, 2007, and 2006,
the company reported net revenues of approximately $1.4 million
and $2.6 million, with a corresponding gross profit of
approximately $207,000 and $641,686.  These revenues were solely
derived from telecommunication service sales.

The company incurred selling, marketing, general and
administrative expenses of approximately $717,750 and $1.3 million
for the three months ended Aug. 31, 2007, and 2006, respectively.

                 Liquidity and Capital Resources

As of Aug. 31, 2007, the company had approximately $153,000 in
cash in our operating accounts.  As of Oct. 12, 2007, with the
possible exception of a relatively small amount of VOIP equipment
inventory, the company does not anticipate major future capital
resource demands for new equipment or furnishings.

Full-text copies of the company's consolidated financial
statements for the quarter ended Aug. 31, 2007, are available for
free at http://researcharchives.com/t/s?243f

                       Going Concern Doubt

S. W. Hatfield CPA, in Dallas, expressed substantial doubt about
Epicus Communications Group Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended May 31, 2007, and 2006.  The
auditing firm reported that the company has reorganized pursuant
to Chapter 11 of the U. S. Bankruptcy Code and continues to
experience operating losses and negative cash flow from
operating activities.

                   About Epicus Communications

Headquartered in Lake Mary, Florida, Epicus Communications Group
Inc. (OBB: EPCG.OB) -- http://www.epicus.com/-- operates as a
telecommunications company that provides local and long
distance services in 7 southeastern states.

On Oct. 25, 2004, Epicus Communications Group Inc. and its
subsidiary, Epicus Inc., filed voluntary petitions in the
United States Bankruptcy Court for the Southern District of
Florida seeking reorganization relief under the provisions of
Chapter 11 of Title 11 of the United States Code.

The company's plan of reorganization was confirmed by the
Bankruptcy Court on Sept. 30, 2005, and became effective on
Dec. 8, 2005.


EQUIFIRST MORTGAGE: S&P Junks Ratings on Three Loan Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 12
classes from four Equifirst Mortgage Loan Trust transactions.
Concurrently, S&P affirmed its ratings on 40 classes from five
series.  In total, S&P reviewed five deals issued between 2003
and 2004; the deals have seasoned between 34-54 months.

The downgrades of the four deals reflect recent collateral
performance that has eroded available credit support during recent
months.  As of the September 2007 remittance period, cumulative
losses ranged from 2.71% (series 2004-2) to 4.35% (series 2003-1)
of the original principal balances, while overcollateralization
was below its target for all four deals.  Serious delinquencies
(90-plus days, foreclosures, and REOs) ranged from 12.74% (series
2004-1) to 24.73% (series 2003-2) of the current principal
balances.

The affirmations reflect stable collateral performance as of the
September 2007 remittance period.  Current and projected credit
support percentages are sufficient at the current rating levels.

O/C, excess spread, and subordination provide credit enhancement
for these transactions.

At issuance, the collateral backing the Equifirst Mortgage Loan
Trust deals consisted of subprime fixed- and adjustable-rate fully
amortizing first-lien mortgage loans secured by one- to four-
family residential properties.


                        Ratings Lowered

                  Equifirst Mortgage Loan Trust

                                         Rating
                                         ------
      Series     Class             To               From
      ------     -----             --               ----
      2003-1     M-3               B                BBB
      2003-2     M-5               BBB-             BBB
      2003-2     M-6               BB               BBB-
      2003-2     B-1               B-               BB+
      2004-1     M-6               BB               BBB
      2004-1     M-7               B                BBB-
      2004-1     B-1               CCC              BB+
      2004-2     M-7               BBB-             BBB+
      2004-2     M-8               BB               BBB
      2004-2     M-9               B                BBB-
      2004-2     B-1               CCC              BB+
      2004-2     B-2               CCC              BB


                        Ratings Affirmed

                 Equifirst Mortgage Loan Trust

           Series       Class                  Rating
           ------       -----                  ------
           2003-1       I-F1                   AAA
           2003-1       M-1                    AA
           2003-1       M-2                    A
           2003-2       I-A1                   AAA
           2003-2       II-A2                  AAA
           2003-2       III-A3                 AAA
           2003-2       M-1                    AA
           2003-2       M-2                    A
           2003-2       M-3                    A-
           2003-2       M-4                    BBB+
           2004-1       I-A1                   AAA
           2004-1       II-A2                  AAA
           2004-1       II-A3                  AAA
           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       I-A-1                  AAA
           2004-2       II-A-2                 AAA
           2004-2       II-A-3                 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
           2004-2       M-6                    A-
           2004-3       A-3                    AAA
           2004-3       M-1                    AA+
           2004-3       M-2                    AA
           2004-3       M-3                    AA-
           2004-3       M-4                    A+
           2004-3       M-5                    A
           2004-3       M-6                    A-
           2004-3       M-7                    BBB+
           2004-3       M-8                    BBB
           2004-3       M-9                    BBB-
           2004-3       M-10                   BBB-
           2004-3       B-1                    BB+
           2004-3       B-2                    BB


ERIC SWAIN: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Eric Swain
        Rachel Swain
        dba Swain Properties, Inc.
        8851 Hierba Road
        Agua Dulce, CA 91390

Bankruptcy Case No.: 07-13869

Type of Business: The Debtor owns horses.

Chapter 11 Petition Date: October 12, 2007

Court: Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Steven A Wolvek, Esq.
                  23901 Calabasas Road, Suite 1063
                  Calabasas, CA 91302
                  Tel: (818) 227-3379

Total Assets: $1,466,030

Total Debts:  $1,309,849

Debtor's 15 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
National Credit Adjuster       credit card                 $6,545
327 West 4th Avenue
Hutchinson, KS 67501

Elan Visa                      credit card                 $6,096
P.O. Box 790408
St. Louis, MO 63179

Los Angeles County Tax         property taxes              $3,784
Collector

Applied Card Bank              credit card                 $2,242

Capital One Bank               credit card                 $1,878

Capital One Mastercard         credit card                   $948

Capital One Visa               credit card                   $800

Tribute Mastercard             credit card                   $620

First Premier Mastercard       credit card                   $407

First Premier Visa             credit card                   $405

W.F.N.N.B.                     credit card                   $397

Mervyns                        credit card                   $200

Safeway, Inc.                  credit card                   $197

Asset Acceptance               credit card                   $187

The Jockey Club                personal obligation           $143


FPL ENERGY: S&P Lifts Rating on $125MM Sr. Secured Bonds to BB
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on FPL Energy
Wind Funding LLC's $125 million senior secured amortizing bonds
due 2017 to 'BB' from 'BB-'.  The bond balance is $89 million.
The outlook is stable.

The rating revision follows Moody's recent upgrade on the rating
for FPL Energy American Wind LLC's (American Wind; BBB/Stable/--)
$380 million bonds due 2023.

"Wind Funding repays debt from distributions it receives from
American Wind's project financing, which generates cash flow from
a portfolio of seven U.S. wind projects (totaling 697 MW)," said
Standard & Poor's credit analyst Terry A. Pratt.  "These projects
earn revenue from long-term offtaker contracts
with utilities and from the monetized value of federal renewable
energy production tax credits," he continued.

Parent FPL Energy LLC is a U.S. independent power developer, with
more than 15,000 MW net of generation capacity of various fuels
and locations.  The company holds interests in nearly 4,700 MW net
of wind capacity in the U.S.

The stable outlook for Wind Funding reflects the outlook for
American Wind.  Standard & Poor's rating on Wind Funding will
likely rise and fall with its rating on American Wind.


FORD MOTOR: Names Jim Farley VP of Marketing & Communications
-------------------------------------------------------------
Ford Motor Company President and Chief Executive Officer Alan
Mulally has named Jim Farley as Group Vice President of
Marketing and Communications.

Beginning in mid-November 2007, Mr. Farley, will lead Ford's
drive to connect even more closely with customers through
integrated global marketing, advertising, digital
communications, brand development, product planning, research,
product communications and public relations.  The Chief
Marketing Office and global Communications staffs report to Mr.
Farley.

"We are thrilled to welcome one of the most successful and
talented leaders in the industry to the Ford Motor Company
team," Mr. Mulally said.  "Jim Farley is well known for
innovative marketing strategies that connect great products to
today's and tomorrow's customers.  Ford's quality and vehicles
are now on par with the best of the competition.  We look
forward to Jim's leadership to combine world-class marketing
with our world-class products worldwide."

Mr. Farley will be the company's most senior marketing leader
and will report directly to Mr. Mulally.

Mr. Farley said he is passionate about joining Ford in this
global leadership role and is eager to help lead the company's
transformation plan toward automotive leadership and profitable
growth.

"My connection with Ford goes way back to my first car, a 1966
Ford Mustang.  I bought it when I was 15, restored it and drove
it from California to Michigan.  I am excited to make that trip
once again," Mr. Farley said.  "Ford is one of the world's most
admired companies because of its ability to develop iconic
products that connect with customers.  I look forward to
building on that strength by engaging customers and introducing
even more of them to the great family of Ford."

Prior to joining Ford, Mr. Farley was Group Vice President and
General Manager of Lexus, responsible for all sales, marketing
and customer satisfaction activities for Toyota's luxury brand.
Before leading Lexus, Mr. Farley served as group vice president
of Toyota Division marketing and was responsible for all Toyota
Division market planning, advertising, merchandising, sales
promotion, incentives and Internet activities.  Mr. Farley
joined Toyota in 1990 in the strategic-planning department.  He
served in several product and marketing positions, including
Lexus product planner, manager of Toyota truck product planning,
manager of the Toyota truck series team marketing and national
advertising manager.  He also was general manager of product
management for Toyota Europe.

One of Mr. Farley's most noted accomplishments is his
responsibility for the successful launch and rollout of Toyota's
new Scion brand.  As Scion corporate manager, Mr. Farley focused
on product development, sales planning, customer services,
logistics and distribution.  He later was promoted to vice
president of Scion and was responsible for all Scion activities.

Mr. Farley attended Georgetown University in Washington, D.C.,
where he earned a bachelor's degree in economics and computer
science, and the University of California, Los Angeles (UCLA),
where he completed his MBA with a focus in finance.

Mr. Farley and his wife, Lia, and their two children will be
moving to the Detroit area.

                        About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region.
In Europe, the company maintains a presence in Sweden, and the
United Kingdom.  The company also distributes its brands in
various Latin American regions, including Argentina and Brazil.

                         *     *     *

As reported in the Troubled Company Reporter on July 30, 2007,
Moody's Investors Service said that the performance of Ford
Motor Company's global automotive operations for the second
quarter of 2007 was significantly stronger than the previous
year and better than street expectations.

However, Moody's explained that the company continues to face
significant competitive and financial challenges, and the rating
agency expects that Ford's credit metrics and rate of cash
consumption will likely remain consistent with no higher than a
B3 corporate family rating level into 2008.

According to the rating agency, Ford's corporate family rating
is currently a B3 with a negative outlook.  The rating is
pressured by the shift in consumer preference from high margin
trucks and SUVs, and by the need for a new 2007 UAW contract
that provides meaningful relief from high health care costs and
burdensome work rules, Moody's relates.

In June 2007, S&P raised the Issue Rating on Ford's senior
secured credit facilities to B+ from B.


FOXTONS NORTH AMERICA: Selling Assets at an October 25 Auction
--------------------------------------------------------------
Real estate agents Foxtons North America Inc. and Foxtons Inc.
are selling assets to pay off some debts.

The assets, which include 4,000 listing agreements, eight leases,
and customer lists, will be auctioned on Oct. 25, 2007, Bill
Rochelle of Bloomberg News says.

The Court is set to consider approval of the results of the sale
the next day.

To participate in the auction, bids must be received on or before
Oct. 22.

Foxtons North America and Foxtons Inc. filed for chapter 11
protection on Oct. 5, 2007 (Bankr. D. N.J. Case Nos. 07-24497
& 07-24496) after shutting their business operations.

The Debtors blamed their downfall on the recent housing market
turmoil.

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. disclosed total assets of $2,618,254
and total liabilities of $480,945.


FPL ENERGY: S&P Holds 'BB-' Rating on $100MM Senior Secured Bonds
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' rating on
FPL Energy National Wind Portfolio LLC's $100 million senior
secured amortizing bonds due 2019.  The balance on the bonds is
$84 million.  The affirmation follows our affirmation on the
rating of FPL Energy National Wind LLC (National Wind; BBB-
/Stable/--).  The outlook is stable.

"Wind Portfolio repays debt from distributions it receives from
National Wind, a project financing that generates cash flow from a
portfolio of nine U.S. wind projects (totaling 533.6 MW)," noted
Standard & Poor's credit analyst Terry A. Pratt.  "These projects
earn revenues from long-term offtaker contracts with utilities and
from the monetized value of federal renewable energy production
tax credits," he continued.

The outlook on Wind Portfolio is stable.  The stable outlook Wind
Portfolio reflects the outlook for National Wind. Standard &
Poor's rating on Wind Portfolio will likely rise and fall with its
rating on National Wind.


FREMONT GENERAL: Poor Development Cues Moody's to Cut Ratings
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Fremont
General Corporation (senior to Caa3 from Caa2) and its lead
subsidiary, Fremont Investment and Loan (deposits to B3 from B2
and issuer rating to Caa1 from B3.)  The bank financial strength
rating at the thrift was affirmed at E+ as was the Ca rating on
the preferred stock issued by Fremont General Financing I.  All
ratings are assigned a negative outlook.

The downgrades are a response to the lack of positive developments
since the September 26th 2007 announcement that Fremont is in
discussion with Mr. Gerald Ford to revise terms under which,
initially, an entity controlled by Mr. Ford would have invested
$80 million in exchangeable preferred stock of Fremont and receive
warrants to acquire additional common stock of the company.
Moody's said that without a new investor, Fremont has no
sustainable franchise.  Moody's added that low capital levels at
the bank increase the uncertainty that the holding company will
meet its obligations.

The negative rating outlook reflects that the delay in finding a
viable owner of Fremont erodes further Fremont's creditworthiness.

Ratings downgraded included:

   -- Fremont General Corporation -- senior debt to Caa3 from
      Caa2

  -- Fremont Investment and loan -- long-term deposits to B3
     from B2, and issuer rating and other senior obligations to
     Caa1 from B3

Fremont is headquartered in Santa Monica, California.


GALAXY CASINO: Moody's Affirms B1 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
and senior unsecured rating of Galaxy Casino S.A.  The rating
action follows the recent announcement by the parent entity --
Galaxy Entertainment Group Limited -- outlining a change in
ownership interests and an issuance of additional equity.

"Moody's notes that the proposed issuance of ordinary shares will
be predominantly used to strengthen the capital structure,
including a material reduction in debt levels of the parent
entity." says Peter Fullerton, a Moody's AVP/analyst.

"While the parent's debt levels will decrease as a result of the
issuance, thereby improving its credit profile, such an
improvement will not have a direct effect on the credit
fundamentals of Galaxy itself.  This is because Moody's does not
factor in any support from the parent into Galaxy's ratings; as
such, Galaxy's financial and operating profile is not expected to
change as a result of this announcement," adds Mr. Fullerton.

Galaxy's ratings continue to reflect the rapidly evolving Macau
market place and the company's growing track record of operations
in this market.  The risks associated with the construction of
additional gaming facilities in Macau also heavily influence the
rating together with the associated ramp-up risk of opening these
facilities.

Galaxy Casino S.A., incorporated in 2001, holds one of six
concessions and sub-concessions to undertake gaming activities in
Macau.  The company currently operates a number of casinos in
Macau including the Star World complex.  Galaxy is constructing a
large-scale resort in Macau, phase 1 of which is expected to open
in late 2008.


GENERAL MOTORS: Provides Overview of National Agreement with UAW
----------------------------------------------------------------
General Motors Corp. officials presented an overview of the 2007
GM-UAW Labor Agreement, addresses UAW-related retiree health care
obligations totaling $46.7 billion.

As reported in the Troubled Company Reporter on Oct. 11, 2007, GM
confirmed that its UAW-represented employees have ratified the GM-
UAW 2007 national labor agreement, which GM and the UAW reached on
Sept. 26, 2007, after more than two months of bargaining.  The new
four-year agreement covers approximately 74,000 hourly employees
located in more than 80 U.S. facilities.

              2007 Retiree Health Care Overview

GM and the United Auto Workers union agree that responsibility for
retiree health care will permanently shift from GM to a new
retiree plan funded by a new Independent Voluntary Employee
Beneficiary Association or VEBA.

The retiree health care incorporates 2005 Health Care Agreement
and its implementation will be later of Jan. 1, 2010, or date on
which any appeals or challenges to court approval are exhausted.

The agreement ensures UAW may not negotiate to increase GM funding
or otherwise seek to obligate GM to:

   * provide any additional contributions to the Independent
     VEBA;

   * make any other payments for the purpose of providing
     retiree medical benefits;

   * provide retiree medical benefits through any other means.

New retiree health care agreement and VEBA will cover:

   * All retirees as of Sept. 14, 2007;

   * Active UAW-represented employees with seniority as of
     Sept. 14, 2007;

   * UAW Delphi retirees and actives covered under GM-UAW-
     Delphi restructuring plan (approximately 12,000 people);

   * UAW retirees and actives of closed or divested GM-UAW
     business units (to the extent GM has responsibility for
     their health care);

   * New hires not included in Independent VEBA and not offered
     defined benefit postretirement health care;

   * GM and UAW agreed on funding Independent VEBA based on
     various key assumptions;

     -- Asset returns of 9% annually, with risk borne by VEBA

     -- Ultimate health care trend rate of 5% annually, with
        risk borne by VEBA

     -- Incorporation of 2005 Health Care Agreement wage/COLA
        diversions

     -- Standard actuarial assumptions

GM's financial summary of the new agreement includes:

   * belief that the new labor agreement significantly reduces
     GM's manufacturing cost gap to competitors;

   * current VEBA and well-funded pension plan provide
     flexibility to fulfill obligations within contract;

   * independent VEBA transfers responsibility and risk
     associated with future UAW retiree health care costs away
     from GM starting in 2010;

   * new contract and labor demographics provide opportunity
     for significant, operating-related, positive cash flow and
     earnings;

     - will work with UAW leadership to determine appropriate
        ways to implement sourcing agreements and transition
        non-core portion of workforce.

A full-text copy of the 2007 GM-UAW Labor Agreement is available
for free at http://ResearchArchives.com/t/s?2446

                     About General Motors

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

                         *     *     *

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

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

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


HALO TECHNOLOGY: Selects Wallman as Special Counsel
---------------------------------------------------
Halo Technology Holdings Inc. and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Connecticut to employ Wallman Law Firm LLC as special counsel.

The firm will perform services in connection with litigation
matters including the case on Halo Technology Holdings Inc. versus
Randall Cooper et als pending in the U.S. District Court for the
District of Connecticut.

The Debtors agreed to pay Wallman's professionals at these rates
for their services:

     Designation               Hourly Rates
     -----------               ------------
     Partners                      $425
     Associates                    $300

The Debtors relate that Wallman will also maintain a record of any
actual and necessary cost and expenses incurred in connection with
the legal services.

The Debtors owed the firm approximately $82,000 for services
rendered prior to bankruptcy filing.

To the best of the Debtors' knowledge, the firm holds no interest
adverse to the Debtors or their estates and is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

     Wallman Law Firm LLC
     184 Atlantic Street
     Stamford, CT 06901
     Tel: (203) 348-4000
     Fax: (203) 406-0587

Greenwich, Connecticut-based Halo Technology Holdings Inc. fka
Warp Technology Holdings Inc. -- http://www.haloholdings.com/--
is a holding company whose subsidiaries operate enterprise
software and information technology businesses.  The company and
its affiliates filed for chapter 11 protection on Aug. 20, 2007
(Bankr. D. Conn. Lead Case No. 07-50480).  Lawyers at Zeisler &
Zeisler P.C. serve as the Debtors' counsel.  The Official
Committee of Unsecured Creditors selected the firm Pepe & Hazard
LLP as its bankruptcy counsel.  At March 31, 2007, the company
reported total assets of $47,344,373 and total liabilities of
$45,494,297.


HARBORVIEW NIM: Fitch Assigns Low-B Ratings on $9.1 Mil. Certs.
---------------------------------------------------------------
Fitch rates Harborview NIM CI-15 Securities, series 2007-6 as:

   -- $10.3 million class N-1 'A-' (144A);
   -- $7.4 million class N-2 'BBB-' (144A);
   -- $4.2 million class N-3 'BB' (144A);
   -- $4.9 million class N-4 'B' (144A)

The underlying transaction, Harborview Mortgage Loan Trust
Mortgage Loan Pass-Through Certificates, series 2007-6, closed
July 31, 2007 which Fitch did not rate.


HHGREGG INC: Moody's Reviews B1 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service placed the B1 corporate family rating of
hhgregg Inc. on review for possible upgrade, and affirmed the SGL-
2 speculative grade liquidity rating.

This review results from Gregg's strong operating performance, and
the successful completion of its initial public offering and
subsequent debt reduction, the result of which are credit metrics
that are very strong for the B1 rating category.  Gregg has been
successful in its pricing and merchandising strategy, and has more
than held its own thus far with its larger, better-capitalized big
box competitors in its markets.

Moody's review will focus on the quality of second quarter (ended
Sept. 30, 2007) operating performance and an assessment of the
company's prospects for the balance of 2007 as well as 2008.
Moody's will pay particular attention to the potential impact on
Gregg's credit metrics of a continuation of the difficult
macroeconomic operating environment, as well as our expectation
for an intensely competitive pricing environment for Holiday 2007.
Any potential upgrade would likely be limited to one notch.

The SGL-2 speculative grade liquidity rating, representing good
liquidity, reflects Moody's expectation that Gregg will be able to
fund almost all of its cash flow requirements over the next twelve
months out of internal sources, including cash balances and
operating cash flow.  Moody's expects the company to have only
moderate reliance on the unrated $100 million secured bank
revolving credit facility.

hhgregg Inc., headquartered in Indianapolis, Indiana, operates 81
retail stores in 8 states.


HOMEBANC CORP: Sale Auction Protocol Moved to October 18
--------------------------------------------------------
HomeBanc Mortgage Corporation and its debtor-affiliates inform
parties-in-interest that the auction for their loan servicing
business has been rescheduled for Oct. 18, 2007, 10:00 a.m.
Eastern Time.

The auction for the Debtors' rights to service loans will be held
at the offices of their lead bankruptcy counsel, Alston & Bird,
LLP, 90 Park Avenue, New York.

Through their servicing business, the Debtors collected mortgage
payments, administer tax and insurance escrows, respond to borrow
inquiries and maintain control and default mitigation processes
with respect to 48,300 loans with an aggregate principal amount
of approximately $8,000,000,000, as of the Petition Date.  The
Debtors charged an average servicing fee of 0.323% of the
principal amount of each loan serviced.

The Debtors' notice rescheduling the auction did not state
whether the Oct. 2, 2007, deadline to submit bids for their
servicing rights has also been extended.

The Court will convene a hearing to consider approval the
sale under Section 363 of the Bankruptcy Code of the Debtors'
servicing business to the winning bidder on Oct. 25, 2007, at
3:30 p.m. Eastern Time.

           Potential Contracts to Be Assigned to Buyer

On Oct. 5, 2007, the Debtors served a list of potential executory
contracts that they will assume and assign to the purchaser for
their loan servicing rights.

A list of the contracts is available at no charge at:

             http://ResearchArchives.com/t/s?243e

The list submitted by the Debtors provide that $0 cure amounts
are owed to, and the Debtors are assigning servicing rights under
contracts entered into with:

    -- Fannie Mae,
    -- Freddie Mac,
    -- Bank of Bartlett,
    -- EMC Mortgage Corporation,
    -- Wells Fargo Bank, N.A.,
    -- Bear Stearns,
    -- LaSalle Bank National Association,
    -- Credit Suisse First Boston Mortgage,
    -- CitiMortgage Corp., and
    -- HomeBanc Mortgage Trust 2005-2.

The Debtors clarified that they are only seeking to assume and
assign, to the extent the potential contracts are executory, the
loan servicing rights related to the identified contracts.

         Freddie Mac Says Its Contracts Must Be Excluded

Federal Home Loan Mortgage Corporation notes that pursuant to
stipulations approved by the Bankruptcy Court on Sept. 20, 2007,
the Debtors have previously agreed that:

   (i) the servicing rights for Freddie Mac loans will not be
       included in the proposed auction and sale of the Debtors'
       loan servicing business, and

  (ii) JPMorgan Chase Bank, N.A., will temporarily service the
       Freddie Mac loans pending the sale of those servicng
       rights at a separate auction.

Before the Debtors' bankruptcy filing, it serviced approximately
7,140 loans purchased by Freddie Mac, with the loans having a
total value of $1,381,949,212.

The Cure Notice identifies the Freddie Mac Servicing Guide as
being subject to assumption and assignment in connection with the
proposed sale of the Debtors' servicing business.

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

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

The Debtors' exclusive period to file a plan ends on Dec. 7, 2007.
(HomeBanc Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


HOMEBANC CORP: Committee Taps Drinker Biddle as Delaware Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in HomeBanc
Mortgage Corporation and its debtor-affiliates' cases asks the
United States Bankruptcy Court for the District of Delaware for
permission to retain Drinker Biddle & Reath LLP as its co-counsel
and Delaware counsel.

The Creditors Committee selected Drinker Biddle because of
the firm's extensive experience in and knowledge of business
reorganizations under Chapter 11 cases and its familiarity with
Delaware practice and customs.  It adds that Drinker Biddle has,
over the years, represented the Creditors' Committee in other
national cases, several of which were filed in Delaware.

Drinker Biddle will:

     a. advise the Creditors committee with respect to its
        rights, powers, and duties in the cases;

     b. assist and advise the Creditors Committee in its
        consultations with the Debtors relative to the
        administration of the cases;

     c. assist in negotiating with the creditors and analyzing
        their claims;

     d. assist in the investigation of the acts, conducts, assets,
        liabilities and financial condition of the Debtors, as
        well as the operation the Debtors' businesses;

     e. assist in analyzing and negotiating with the Debtors or
        any third party concerning matters related to, among other
        things, the terms of a plan of reorganization or plan
        orderly liquidation;

     f. advise and assist the Creditors Committee with respect to
        any communications with the general creditor body
        regarding significant matters in the cases;

     g. commence and prosecute actions and proceedings on behalf
        of the Creditors Committee;

     h. review, analyze and prepare legal papers;

     i. represent the Creditors Committee at all hearings and
        other proceedings;

     j. confer with other advisors retained by the Creditors
        Committee to provide advice to its members; and

     k. perform all other legal services as may be requested.

The Creditors Committee requests that Drinker Biddle be paid on
an hourly basis for the legal services, and out-of-pocket
disbursements incurred.  The hourly rates for the firm's
professionals are:

        Designation              Hourly Rate
        -----------              -----------
        Director                  $195-$225
        Partners                  $415-$725
        Counsel and Associates    $225-$495
        Para professionals         $85-$230

Robert K. Malone, Esq., a partner at Drinker Biddle, assures
the Court that the firm does not hold or represent any interest
adverse to the Committee or the Debtors' 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.

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

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

The Debtors' exclusive period to file a plan ends on Dec. 7, 2007.
(HomeBanc Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


INT'L NORCENT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: International Norcent Technology
             550 Cliffside Drive
             San Dimas, CA 91773
             Tel: (909) 305-8885

Bankruptcy Case No.: 07-19169

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Norcent Holdings, Inc.                     07-19171

Type of Business: The Debtors sell electronic parts, appliances &
                  equipment and computers & computer peripherals
                  in wholesale.  See http://www.norcent.net/

Chapter 11 Petition Date: October 11, 2007

Court: Central District Of California (Los Angeles)

Judge: Richard M. Neiter

Debtors' Counsel: Mette H. Kurth, Esq.
                  Sheppard, Mullin, Richter & Hampton, L.L.P.
                  333 South Hope 48th Floor
                  Los Angeles, CA 90071
                  Tel: (213) 620-1780
                  Fax: (213) 620-1398

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
International Norcent          $1 Million to         $1 Million to
Technology                      $100 Million          $100 Million

Norcent Holdings, Inc.         $1 Million to         $1 Million to
                                $100 Million          $100 Million

A. International Norcent Technology's 19 Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
U.S. Phillips Corp.            judgment               $12,853,793
c/o Keats, McFarland & Wilson
Attention: Jeffrey K. Joyner,
Esq.
J Penthouse Suite
9720 Wilsnue Boulevard
Beverly Hills, CA 90212

Connolly, Bove, Lodge &        legal fees              $1,354,000
Hutz, L.L.P.
Wells Fargo, Center
South Tower
333 South Grand Avenue,
Suite 2300
Los Angeles, CA 90071

Tom Harvey                                               $125,886
1210 Chantal Avenue
Redwood City, CA 94061

Lionel, Sawyer & Collins       legal fees                 $90,870

Exhibitgroup/Giltspur, Inc.    trade debt                 $71,452

Knobbe, Martens, Olson &       legal fees                 $51,000
Bear, L.L.P.

C.H. Robinson Co.              trade debt                 $37,433

Seyfarth Shaw, L.L.P.          legal fees                 $35,192

Antarra-Communications         trade debt                 $30,000

V.S.R. Logistics               trade debt                 $27,458

Custom Global Logistics        trade debt                 $19,513

Consumer Electronics           trade debt                 $15,000
Association

Expert Custom Brokers          trade debt                 $13,085

Sound Connection Hollywood     trade debt                  $6,975

Gurza International, Ltd.      trade debt                  $6,753

Rapid Freightways              trade debt                  $5,900

Neal Sax                                                   $5,000

S.L.R. International           trade debt                  $4,900

Jair Corp.                     trade debt                  $4,861

B. Norcent Holdings, Inc's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
U.S. Phillips Corp.            judgment               $12,853,793
c/o Keats, McFarland & Wilson
Attention: Jeffrey K. Joyner,
Esq.
J Penthouse Suite
9720 Wilsnue Boulevard
Beverly Hills, CA 90212


JABIL CIRCUIT: Credit Refinancing Cues Fitch to Cut Ratings
-----------------------------------------------------------
Fitch Ratings downgraded and removed from rating watch negative
these ratings of Jabil Circuit Inc.:

   -- Issuer Default Rating to 'BB+' from 'BBB-';

   -- Senior unsecured revolving credit facility to 'BB+' from
      'BBB-';

   -- Senior unsecured debt to 'BB+' from 'BBB-'

Fitch's action affects about $1.5 billion in total debt including
the company's revolving credit facility.  The rating outlook is
stable.

The downgrade follows Jabil's decision to refinance the remaining
$400 million of its senior unsecured bridge loan with long-term
debt.  Fitch originally placed Jabil on Rating Watch Negative in
November 2006 following the company's announced tender offer for
Taiwan Greenpoint which was backed by a $1 billion one-year
unsecured bridge facility.  Jabil completed the acquisition of
100% of the shares of TGP in April 2007.

The downgrade reflects these considerations:

   -- The 100% debt-financed acquisition of TGP has increased
      Jabil's leverage (Total debt/operating EBITDA) to 2.4x
      from an historically conservatively leveraged balance
      sheet below 1x prior to the acquisition.  After adjusting
      for off-balance-sheet debt and operating leases, Jabil's
      adjusted leverage is now 3.5x;

   -- Jabil's acquisition of TGP represents a shift in strategy
      to vertically integrate a portion of the company's
      consumer business.  Fitch believes that while this
      strengthens Jabil's competitive position, it also adds a
      new element of operational risk and will likely lead to
      additional acquisitions going forward;

   -- Fitch expects continued competitive pricing pressure
      which historically affected profitability negatively
      across the industry and increases revenue volatility, as
      recently demonstrated by the greater than typical decline
      in revenue for Jabil's consumer business in the second
      half of fiscal 2007;

   -- Fitch believes that recent industry consolidation as well
      as an ongoing trend of original equipment manufacturers
      consolidating electronics manufacturing services vendors
      adds to the near-term expectations for continued
      instability in the competitive environment.

Credit strengths include:

   -- Strong management team with a track record of solid
      execution;

   -- Significant scale and geographic scope of operations as
      one of the world's largest providers of EMS services with
      greater flexibility in manufacturing assets relative to
      the majority of peers;

   -- Exposure to higher growth non-traditional EMS end-markets
      including consumer electronics and mobile handsets;

   -- Historical track record of outperformance relative to
      peers including higher revenue growth rates and EBITDA
      margins over the prior five years.

Credit concerns include:

   -- Change in strategy to vertically integrate a portion of
      its consumer business and the associated increased risk
      inherent in a vertically integrated model;

   -- Increase in debt, which represents a significant change
      in capital strategy from what had previously been the
      most conservative balance sheet of any tier-one EMS
      provider;

   -- Industry pricing pressure and the overall competitive
      environment including associated shifts in market share
      and increased risk of significant program loss, which has
      recently led to significant volatility in profitability
      at Jabil.

Liquidity was solid as of Aug. 31, 2007 and included
$664 million in cash and an $800 million unsecured revolving
credit facility, expiring 2012, which is fully available.  Jabil
also has an off-balance-sheet $325 million accounts receivable
securitization program which the company utilizes for additional
liquidity.  Annual free cash flow has historically been about $200
million but has declined to negative $200 million over the latest
12 months due to a significant but temporary decline in
profitability in early 2007.  Fitch expects free cash flow to
return to a more normal level in fiscal 2008 (Aug. 2008).

Total debt outstanding as of Aug. 31, 2007 was $1.3 billion and
consisted primarily of these: about $400 million outstanding under
the company's bridge financing facility which matures in December
2007; $297 million in 5.875% senior unsecured notes due 2010; and
$400 million in a senior unsecured term loan which matures in July
2012.


JAYS FOODS: Files for Bankruptcy to Facilitate Asset Sale
---------------------------------------------------------
Jays Foods Inc. and its affiliate, Select Snacks Inc., filed for
chapter 11 protection on Oct. 11, 2007, with the U.S. Bankruptcy
Court for the Northern District of Illinois.

The company plans to sell its assets under bankruptcy protection,
Becky Yerak of the Chicago Tribune reports.

Jay's Acquisition Inc., a prospective buyer, has offered
$24.8 million for the assets of Jays Foods and Select Snacks, the
report relates.

The assets to be sold include a plant located in Jefferson,
Indiana, equipment at Chicago, the Debtors' distribution system
and the brands, the report adds, citing Jeff Dunn, CEO of Jays
Foods parent company Ubiquity Brands.

Headquartered in Chicago, Illinois, Jays Foods, Inc. --
http://www.jaysfoods.com/-- manufactures and distributes salty
snack foods for the retail food trade.  Its brands include Jays
Potato Chips, O-KE-DOKE popcorns, Krunchers! Potato Chips, and Hot
Stuff snacks.  The company filed for bankruptcy protection on
March 5, 2004 (Bankr. N.D. Ill. Case No 04-08681).  David Missner,
Esq., Marc I. Fenton, Esq., and Thomas Zwartz, Esq., at Piper
Rudnick LLP, represented the company in its first bankruptcy
filing.  The company emerged from bankruptcy in the same year
after Willis Stein & Partners bought the company for $30 million.
The company's products are available throughout the Midwest.


JOCKEYS' GUILD: Files for Bankruptcy to Resolve Insurance Woes
--------------------------------------------------------------
The Jockeys' Guild Inc., on Oct. 12, 2007, filed for chapter 11
protection with the U.S. Bankruptcy Court Western District of
Kentucky.

The Guild hopes to solve problems relating to its insurance
through its bankruptcy filing, Frank Angst of the Thoroughbred
Times reports citing National Manager Terry Meyocks.

The Guild, early last week, voted to declare bankruptcy, the
report adds.

The Jockeys' Guild Inc. -- http://www.jockeysguild.com/--
represents thoroughbred horse racing and American quarter horse
professional jockeys.


JOHN PAXTON: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: John Wesley Paxton, Sr.
        Janet Rose Paxton
        5697 SR 132
        Batavia, OH 45103

Bankruptcy Case No.: 07-14944

Chapter 11 Petition Date: October 12, 2007

Court: Southern District of Ohio (Cincinnati)

Judge: Jeffery P. Hopkins

Debtor's Counsel: Robert A. Goering, Sr., Esq.
                  220 West Third Street
                  Cincinnati, OH 45202
                  Tel: (513) 621-0912

Estimated Assets: $1 Million to $100 Million

Estimated Liabilities: $1 Million to $100 Million

The Debtor did not file their list of largest unsecured creditors.


JOHN PAXTON: Files Schedules of Assets and Debts
------------------------------------------------
John Wesley Paxton, Sr. and Janet Rose Paxton submitted to the
U.S. Bankruptcy Court for the Southern District of Ohio their
schedules of assets and liabilities, disclosing:

                                   Assets     Liabilities   Other
                                   -------    -----------   -----
A Real Property                 $4,892,000
B - Personal Property             $1,898,905
C Property Claimed as Exempt
D Creditors Holding                         $5,276,867
    Secured Claims
E Creditors Holding Unsecured               $110,100
    Priority Claims
F Creditors Holding Unsecured               $842,095
    Nonpriority Claims
G Executory Contracts and
    Unexpired Leases
H Codebtors
I Current Income of Individual                           $57,952
    Debtor(s)
J Current Expenditures of                                $47,246
    Individual Debtor(s)
                                  ----------  ------------ -------
    Total Assets                  $6,790,905
    Total Liabilities                         $6,229,062


JOURNAL REGISTER: Robert M. Jelenic to Resign as Chairman & CEO
---------------------------------------------------------------
Robert M. Jelenic, Journal Register Company's will resign as
chairman and chief executive officer, and as director of the
company effective Nov. 1, 2007.

Mr. Jelenic has been on a medical leave of absence from his
position as chief executive officer since June 8, 2007.  At the
request of the board of directors, James W. Hall, a director who
has been the company's acting chief executive officer since June
18, 2007, has agreed to assume the role of chairman and chief
executive officer.

"My 32 years in the newspaper industry have been extremely
gratifying and tremendously rewarding," Mr. Jelenic said.  "I want
to thank the board of directors for giving me the opportunity to
lead this great organization for close to
20 years and I also want to thank our dedicated and talented
employees for their numerous contributions.  I have every
confidence that Jim, together with our excellent management team,
will lead the company to a successful future.  In terms of my
personal situation, I intend to continue to focus all of my
energies on reaching a full recovery."

"On behalf of myself and the board, I would like to thank Bob for
his passionate leadership and dedication to the company over the
past 20 years," John L. Vogelstein, lead director, said.  "We wish
Bob and his family all the best as he continues to address his
medical condition and regains his health."

"I have known and respected Bob and his many talents for over 35
years," Mr. Hall said.  "He helped build, and then led and served
the Company with distinction during his years of service and
leaves a legacy of a strong management team in place to tackle the
challenges all of us in the newspaper industry face. I wish Bob
all the best as he begins this new chapter in his life."

                     About Journal Register

Based in Yardley, Pennsylvania, Journal Register Company
(NYSE:JRC) -- http://www.journalregister.com/-- owns 22 daily
newspapers and 345 non-daily publications.  It operates 226
individual Web sites that are affiliated with the company's daily
newspapers, non-daily publications and its network of employment
Web sites that can be accessed through the company's Web site.
All of the company's operations are clustered in six geographic
areas: Greater Philadelphia; Michigan; Connecticut; Greater
Cleveland; and the Capital-Saratoga and Mid-Hudson regions of New
York.  The company owns JobsInTheUS, a network of 19 premier
employment Web sites.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings on Journal Register Co. to 'B+'
from 'BB-'.  The ratings were removed from CreditWatch, where they
were placed with negative implications on June 29, 2007.  The
rating outlook is negative.


K PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: K Properties LLC
        fdba Specialty Crafted Woodwork, Inc.,
        K Construction, Inc.,
        Central Coast Crane, Inc.
        88 East Broadway
        Eugene, OR 97401
        Tel: (541) 343-3086

Bankruptcy Case No.: 07-62870

Chapter 11 Petition Date: October 12, 2007

Court: District of Oregon

Judge: Frank R Alley III

Debtor's Counsel: Keith Y. Boyd
                  88 East Broadway
                  Eugene, OR 97401-2933
                  Tel: (541) 868-8005

Estimated Assets: $1 Million to $100 Million

Estimated Liabilities: $1 Million to $100 Million

Debtor's list of its Twenty Largest Unsecured Creditors:

   Entity                      Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Coastal Employment Service     Labor                    $930,000
1609 Northwest Highway 101
Lincoln City, OR 97367

Barrelhead Supply Inc.         Trade debt/lawsuit       $198,232
P.O. Box 1250
Newport, OR 97365

Lumbermens, Inc.               Trade debt                $76,019
1221 North Bay Shore Drive
Coos Bay, OR 97420

Newport Waldport               Trade debt                $71,760
Acquisition Corp.

United Mileage Plus            Credit card debt          $30,374

Scottsdale Insurance Co        Insurance                 $21,581

J&J Coastal Electric Inc.      Trade debt                $21,291

Groth Gates Heating &          Trade debt                $20,408
Sheet Metal

Creditors Collection Service   Trade debt                $18,887

Lincoln Glass Co               Trade debt                $13,192

Newport Rental Service         Trade debt                $10,823

Snyder & Foster CPAs           Accounting fees            $7,544

Agate Beach Supply Co.         Trade debt                 $6,599

Bank of America                Credit card debt           $6,293

T&L Chemical Toilet Service    Trade debt                 $6,199

Kingston, James A.             Trade debt                 $5,500

Suburban Door Co.              Trade debt                 $5,200

Polysteel Northwest Inc.       Trade debt                 $4,552

Mulder Sheet Metal Inc.        Trade debt                 $4,249

Doug's Electric                Trade debt                 $3,759


KITTY HAWK: Files for Bankruptcy Protection in Texas
----------------------------------------------------
Kitty Hawk, Inc., and all of its wholly-owned subsidiaries Kitty
Hawk Cargo, Inc., Kitty Hawk Ground, Inc., Kitty Hawk Aircargo,
Inc. and KH Ground, Inc. filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code on
Oct. 15, 2007.  The filing, which was made in U.S. Bankruptcy
Court for the Northern District of Texas, Fort Worth Division, is
part of the company's efforts to address financial challenges and
identify a strategic or financial investor.

                       First-Day Motions

In addition, the Company filed a variety of "first day motions" to
support its employees, vendors, customers and other stakeholders;
to obtain interim financing authority and maintain existing cash
management programs; to retain legal and other professionals; to
support the Company's reorganization case; and for other relief.

Kitty Hawk has taken this action after determining that
reorganizing under Chapter 11 is in the best long-term interests
of the Company, its employees, customers, creditors, business
partners and other stakeholders.  During this process, the company
intends to:

   -- operate all of its air and ground networks and conduct
      business as usual;

   -- pay critical vendors and owner-operator contractors;

   -- pay "post-petition" vendors, suppliers and other business
      partners for goods and services provided;

   -- continue to pay employees' wages and salaries, offering
      the same medical, dental, life insurance, disability and
      other benefits; and

   -- continue its efforts to address financial challenges through
      a restructuring transaction.

                       About Kitty Hawk

Headquartered in Dallas, Texas, Kitty Hawk Inc. (AMEX: KHK) --
http://www.kittyhawkcompanies.com/-- provides guaranteed,
mission-critical, overnight air, second-morning air and expedited
ground freight transportation with door to door delivery options
to major business centers, international freight gateways and
surrounding communities throughout North America, including:
Alaska; Hawaii; Toronto and Vancouver, Canada; and Puerto Rico.


KITTY HAWK: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Kitty Hawk, Inc.
             1515 West 20th Street
             P.O. Box 6121787
             D.F.W. International Airport, TX 75261

Bankruptcy Case No.: 07-44536

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Kitty Hawk Ground                          07-44537
        Kitty Hawk Cargo, Inc.                     07-44538
        Kitty Hawk Aircargo, Inc.                  07-44539
        K.H. Ground, Inc.                          07-44540

Type of Business: The Debtor is a holding company providing
                  corporate planning and administrative services.
                  It operates through its three wholly owned
                  bankrupt subsidiaries, Kitty Hawk Cargo, Kitty
                  Hawk Ground and Kitty Hawk Aircargo.

                  The Debtor previously filed for Chapter 11
                  protection on May 1, 2000 (Bank. N.D. Tex. Case
                  No. 400-42141-BJH).  On August 5, 2002, the
                  Court confirmed the Debtor's Plan which became
                  effective on September 30, 2002.

                  See http://www.kittyhawkcompanies.com/

Chapter 11 Petition Date: October 15, 2007

Court: Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtors' Counsel: Gogi Malik, Esq.
                  Jason S. Brookner, Esq.
                  Andrews & Kurth, L.L.P.
                  1717 Main Street, Suite 3700
                  Dallas, TX 75201
                  Tel: (214) 659-4642
                  Fax : 214-659-4829

Debtors' Consolidated Financial Condition as of August 31, 2007:

Total Assets: $40,000,000

Total Debts:  $31,000,000

Debtors' Consolidated List of their 20 Largest Unsecured
Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
World Fuel Services, Inc.      trade                   $1,669,630
Attention: Rich Mallone,
Vice-President Credit,
9800 Northwest 41st,
Suite 400
Miami, FL 33178

U.S. Bank                      trade                     $506,325
Attention: Tony Richardson,
Executive Director of
Airports, Room 209, Lt.
Paul Baer Terminal
Fort Wayne, IN 46809

Aviation Services              trade                     $425,000
International, L.L.C.
Attention: Roy Winer,
Ben Gurion International
Airport
Israel, 70100

Integrated Airline Service     trade                     $390,431
Attention: Terry Combs,
President, 3980
Quebec Street, Suite 111
Denver, CO 80207

Evergreen- E.A.G.L.E.          trade                     $380,372
Attention: Brian Bauer,
President, 3850 Three
Mile Lane, McMinnville,
OR 97128-9496

Airlease International, Inc,   trade                     $362,750
Attention: Harold Woody,
President, 204 Whispering
Hills Street, Hot Springs,
AR 71901

A.F.S. Investsments 59/68,     trade                     $335,907
L.L.C.
Attention: Contracts Leader,
201 High Ridge Road,
Stanford, CT 06927

A.S.I.G.                       trade                     $308,538
Attention: Mark Young, M.S.P.
201 South Orange Avenue,
Suite 1204
Orlando, FL 32801

American Express               trade                     $300,000
Attention: Karen Dreos,
Manager, Account Development
6883 West Remuda Drive
Peoria, AZ 85383

Pacer Transport                trade                     $299,903
Attention: Russell Oldson,
President, 1229 East Pleasant
Run Road, Suite 300
DeSoto, TX 75115

Airport Logistics Group, Inc.  trade                     $272,707
Attention: Louis Garcia,
President
11301 Irving Park Road,
Franklin Park, IL 60131

Nite-Flite Express, L.L.C.     trade                     $270,000
Attention: Cory Leavitt,
Vice-President, 14657 River
Willow Drive
Riverton, UT 84065

A.O.N. Risk Services of        trade                     $266,399
Texas, Inc.
Attention: Jim Anderson,
2711 North Haskell, Suite 800
Dallas, TX 75204-2999

Resource Airways Enterprise    trade                     $238,119

Aeroground, Inc.               trade                     $226,264

Cargo Services, Inc.           trade                     $201,091

Quantem Aviation Services-     trade                     $193,413
London

World Wide Flight Services,    trade                     $190,495
Inc.

Freight Link Express           trade                     $187,667

Fort Wayne Allen County        trade                     $170,825
Airport


LAFAYETTE NEIGHBORHOOD: Files for Bankruptcy to Sell Properties
---------------------------------------------------------------
Lafayette Neighborhood Housing Services Inc., on Oct. 12, 2007,
filed for Chapter 11 protection with the U.S. Bankruptcy Court for
the Northern District of Indiana.

With the bankruptcy filing, the company can now sell its remaining
properties, Joe Larson of The Journal and Courier in Lafayette,
Indiana reports, citing company board president Gary Henriott.
Creditors had previously opposed some of the sale.

Mr. Larson further reports that the company hopes to step away
from property ownership and focus instead on counseling homeowners
and improving neighborhoods

The company has more than 40 properties under receivership but
these will not be affected by the bankruptcy filing, the report
adds.  The company also plans to put the same number of properties
on the market.

Lafayette Neighborhood Housing Services Inc. --
http://www.nhslaf.org/-- is a community based, non-profit
partnership with many programs designed to benefit the residents
of Lafayette.  The organization participates in many community
activities with the mission of promoting investment and restoring
pride in the neighborhoods that it serves.


LAFAYETTE NEIGHBORHOOD: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Lafayette Neighborhood Housing Services
        20 North 6th Street
        P.O. Box 256
        Lafayette, IN 47902

Bankruptcy Case No.: 07-40572

Type of Business: The Debtor is a community based, non-profit
                  partnership with many programs designed to
                  benefit the residents of Lafayette.
                  See http://www.nhslaf.org/

Chapter 11 Petition Date: October 12, 2007

Court: Northern District of Indiana (Lafayette)

Judge: Robert E. Grant

Debtor's Counsel: David A. Rosenthal, Esq.
                  410 Main Street
                  Lafayette, IN 47901
                  Tel: (765) 423-5375
                  Fax: (765) 423-2597

Total Assets:  $7,318,668

Total Debts:  $16,875,249

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Lafayette Bank and Trust as               $3,700,000
Trustee for Lender Pool
c/o Jim Schrier, Reiling
Teder and Schrier
P.O. Box 280
Lafayette, IN 47902

Department of Treasury, CDFI Fund           $474,883
601 13th Street Northwest
Suite 200 South
Washington, DC 20005

Tippecanoe County Treasurer                  $34,578
Attn: David Luhman
200 Ferry Street, Suite C
Lafayette, IN 47901

Stuart and Branigin                          $19,233

Duke Energy                                  $13,918

United Healthcare                            $11,564

George Kyger                                 $10,795

Von Tobel Lumber and Hardware                 $9,903

Rachel Bandy                                  $9,695

Mike Cummings                                 $9,592

Grasshopper's Lawn Care                       $6,300

Waste Management                              $4,089

Wampler Services Inc.                         $3,735

HomeWorks                                     $3,458

Griffith Group                                $3,207

Tharp Contracting                             $2,827

Journal and Courier                           $2,646

Pendleton Heating and Cooling                 $2,325

Rearick Appraisals                            $1,850

City of Lafayette                             $1,751


LEVI STRAUSS: Fitch Rates $750 Mil. Credit Facility at BB+
----------------------------------------------------------
Fitch Ratings assigned a 'BB+' rating to Levi Strauss & Co's
second amended and restated $750 million 5-year Asset-Based
Revolving Credit Facility.  The rating outlook is stable.

Fitch currently rates LS&CO as:

   -- Issuer Default Rating (IDR) 'BB-';
   -- Bank Credit Facility 'BB+';
   -- Senior Unsecured Notes 'BB-';

This rating action follows the company's announcement that it has
entered into an amended credit agreement which increases the
maximum size to $750 million from $550 million.  The facility
includes a $250 million term loan tranche priced at LIBOR + 250
basis points.  The remaining revolving credit tranche has an
initial price of LIBOR + 150bps.  The entire facility will be
secured by, among other domestic assets, certain U.S. trademarks
associated with the Levi's' brand. Availability will not be
reduced by repayments on the term loan tranche.  The lien on the
trademarks will be released when the term loan tranche is fully
repaid.

On Oct.  11, 2007, the company drew $343.2 million under the
amended credit facility and used $220 million from cash on hand to
purchase the tendered 12.25% senior unsecured notes due December
2012, in connection with its cash tender offer.

The rating reflects the improvements made to stabilize LS&CO's
operations and operating margins as well as its well known brand
names, geographic diversity and good liquidity position. The
rating also considers the company's high debt balances and the
competitive operating environment of the denim and casual bottoms
market.

LS&CO should continue to benefit from its improved cost structure
and brand investments despite challenges in the U.S. Levi Strauss
Signature brand, which represented less than 8% of fiscal 2006
revenues and fewer than 4% of operating income before corporate
expenses.  In addition, Fitch expects that management will remain
committed to its plan to reduce debt and interest costs over time.


LIMITED BRANDS: Store Sales for Five Weeks Ended Oct. 6 Down by 4%
------------------------------------------------------------------
Limited Brands Inc. disclosed that its comparable store sales for
the five weeks ended Oct. 6, 2007, decreased 4% compared to the
five weeks ended Oct. 7, 2006.  The company reported net sales of
$713.2 million for the five weeks ended Oct. 6, 2007, compared to
sales of $781.3 million for the five weeks ended Sept. 30, 2006.

The company reported a comparable store sales increase of
2% for the 35 weeks ended Oct. 6, 2007.  Net sales were
$6.2 billion compared to net sales of $5.9 billion last year.

Net sales 2007 include Express sales through July 6, 2007, the
closing date of the sale of a majority interest to affiliates of
Golden Gate Capital, and Limited Stores sales through
Aug. 3, 2007, the closing date of the transfer of a majority
interest to affiliates of Sun Capital Partners.

In advance of its investor update meeting on Oct. 16, the company
updated its earnings guidance for the third quarter.

                      About Limited Brands

Limited Brands (NYSE: LTD) through Victoria's Secret, Bath & Body
Works, C.O. Bigelow, Limited Stores, La Senza, White Barn Candle
Co., Henri Bendel and Diva London, presently operates 3,140
specialty stores.  The company's products are also available
online at http://www.VictoriasSecret.com/
http://www.BathandBodyWorks.com/http://www.LaSenza.com/

                          *     *     *

As reported in the Troubled Company Reporter on July 3, 2007,
Moody's Investors Service lowered both the long term and short
term ratings of Limited Brands Inc. with a stable outlook.
Moody's downgraded these ratings: Senior unsecured to Baa3 from
Baa2; Senior unsecured shelf at to (P) Baa3 from (P) Baa2;
Subordinated shelf at to (P) Ba1 from (P) Baa3; Preferred shelf at
to (P) Ba2 from (P) Ba1; Commercial paper to Prime-3 from Prime-2.


LONE STAR: Unit Completes Merger Deal with Accredited Home
----------------------------------------------------------
LSF5 Accredited Investments LLC, a subsidiary of Lone Star Fund V
(U.S.) L.P., paid for all tendered shares of common stock of
Accredited Home Lenders Holding Co. on Oct. 11, 2007 in connection
with the completion of its tender offer for all outstanding shares
of common stock of Accredited, with funds previously deposited
into escrow for that purpose.

Following the purchase of the tendered shares, Lone Star completed
the merger of a Lone Star subsidiary with and into Accredited on
Oct. 12, 2007, as contemplated by the merger agreement between the
parties.

As a result of the merger, all remaining outstanding shares of
Accredited were converted into the right to receive $11.75 in cash
per share without interest, except those shares for which
appraisal rights are validly exercised in accordance with Delaware
law, and shares owned by Accredited, Lone Star or their respective
affiliates.  The outstanding 9.75% Series A Perpetual Cumulative
Preferred Shares, par value $1.00 per share, of Accredited
Mortgage Loan REIT Trust remain outstanding following the merger.

Accredited has requested that NASDAQ file a Form 25 with the
Securities and Exchange Commission causing the delisting of the
Company's common stock from NASDAQ and the deregistration of its
common stock under the federal securities laws.

In addition, the composition of the company's board of directors
has changed in accordance with the merger agreement which provides
that Lone Star is entitled to designate directors to Accredited's
board of directors in such number as is proportionate to its share
ownership.

In accordance with the merger agreement and at Lone Star's
request, upon completion of the tender offer on Oct. 11, 2007,
James H. Berglund, Gary M. Erickson, and Bowers W. Espy resigned
as directors and the company's board of directors appointed six
representatives designated by Lone Star -

   i. Len Allen,
  ii. Michael Thompson,
iii. Marc Lipshy,
  iv. Catharon Miller,
   v. Leigh Rea and
  vi. Benjamin D. Velvin III

as directors effective as of Oct. 11, 2007.

Five members of the board prior to completion of the tender offer,
James A. Konrath, Joseph J. Lydon, Jody A. Gunderson, Richard T.
Pratt and Stephen E. Wall, remained on the board at that time.
Stephen E. Wall, Jody A. Gunderson and Richard T. Pratt have
tendered resignations from the board effective upon completion of
the merger on Oct. 12, 2007.  Two of Accredited's directors prior
to completion of the tender offer, James A. Konrath and Joseph J.
Lydon, currently remain on the board.

                        About Lone Star

Lone Star Funds -- http://www.lonestarfunds.com/-- are closed-
end, private-equity limited partnerships that include corporate
and public pension funds, university endowments, foundations, bank
holding companies, family trusts and insurance companies.  Since
1995, the principals of Lone Star have organized private equity
funds totaling more than $13.3 billion to invest globally in
secured and corporate unsecured debt instruments, real estate
related assets and select corporate opportunities.  Lone Star has
affiliate offices in London, Tokyo, Seoul, Taipei, Dallas, Dublin,
Brussels, Luxembourg, and Frankfurt.  Its general partner is a
Bermuda-based entity headquartered in Hamilton.

                          *     *     *

In October 2005, Moody's placed the company's long-term corporate
family rating at Ba3 and senior subordinate rating at B2 which
still holds true to date.

Standard & Poor's placed the company's long-term foreign and local
issuer credits at BB+ in June 2007 which still holds true to date.
The outlook is negative.


LOUKEN ENTERPRISES: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Louken Enterprises, LLC
        P.O. Box 2958
        Petaluma, CA 94953

Bankruptcy Case No.: 07-11302

Type of Business: The Debtor filed for Chapter 11 protection
                  on Nov. 3, 2006 (Bankr. N.D. Calif.
                  Case No. 06-10777).

Chapter 11 Petition Date: October 12, 2007

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Carl T. Voss, Esq.
                  Law Offices of Carl T. Voss
                  100 East Street, Suite 210
                  Santa Rosa, CA 95404
                  Tel: (707) 569-8295
                  Fax: (707) 569-8298

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 15 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Wells Fargo Card Services -      Credit Card              $38,694
Los Angeles
P.O. Box 30066
Los Angeles, CA 90030-0086

First USA                        Credit Card              $17,000
P.O. Box 8776
Wilmington, DE 19899

Wells Fargo Card Services -      Credit Card              $16,950
Portland
P.O. Box 5445
Portland, OR 97208

Wells Fargo Bank                 Credit Card              $16,000

First USA, N.A.                  Credit Card              $15,932

Bank of America - Norfolk        Credit Card              $11,000

Citi Cards - Sioux Falls         Credit Card              $10,000

Citi Cards - Houston             Credit Card              $10,000


Bank of America - Newark         Credit Card               $9,727

Discover Financial Services      Credit Card               $8,755

Franchise Tax Board              Credit Card               $8,000

Bank of America - Wilmington     Credit Card               $7,229

Citibank SD NA                   Credit Card               $5,934

Wells Fargo Bank CCG             Credit Card               $4,743

Bank of America - Brea           Credit Card               $4,038


MERRILL LYNCH: Fitch Junks Ratings on $44.4 Mil. Certificates
-------------------------------------------------------------
Fitch Ratings removes from watch negative and downgrades Merrill
Lynch Mortgage Investors, Inc.'s mortgage pass-through
certificates, series 1999-C1 as:

   -- $7.4 million class F to 'BBB' from 'A+'

Fitch also downgrades and lowers the distressed recovery rating on
these two classes:

   -- $23.7 million class G to 'CC/DR3' from 'B-/DR1';
   -- $20.7 million class H to 'C/DR6 from 'C/DR5'

In addition, Fitch affirms these:

   -- $293.3 million class A-2 at 'AAA';
   -- Interest only class IO at 'AAA';
   -- $32.6 million class B at 'AAA';
   -- $26.7 million class C at 'AAA';
   -- $8.9 million class D at 'AAA';
   -- $20.7 million class E at 'AA'

The $2.8 million class J is maintained at 'C/DR6'.  Class K has
been reduced to zero due to realized losses, and class A-1 has
been paid in full.

The downgrades are due to the increase in expected losses and the
length of time that the assets have been in special servicing.
The assets have been specially serviced for more than 24 months.

Currently there are three assets (8.6%) and one loan (1.4%), where
the collateral has been liquidated, in special servicing.

The largest asset is an office building (3.7%) in Dallas, TX, that
lost its sole tenant and is now 100% vacant.  The asset's spring
2007 forbearance agreement has been extended until August 2008 to
give the borrower additional time to lease the space.  Currently
the debt service payments are being made by reserves.

The next largest specially serviced asset has been real-estate
owned since 2005 and is listed for sale.  The property is an
office building (3.4%) in Irving, TX, that is currently 66.9%
occupied.

Finally, two unrelated assets are in special servicing due to
litigation between the trust and the respective borrowers.  One is
a medical office property (1.4%) in Beverly Hills, CA.  The
collateral for the other asset has been liquidated; however, the
special servicer is pursuing funds in bankruptcy court.

As of the September 2007 distribution date, the transaction
balance has been reduced by 26.3% to $436.8 million from
$592.5 million at issuance.  In total, 23 loans (32%) have
defeased, including three (13.2%) of the top 10 loans in the pool.


NAVY YARD: Prudential Insurance Selling Collateral on October 19
----------------------------------------------------------------
The Prudential Insurance Company of America will be holding a
public sale of the collateral securing its loan to Navy Yard Four
Associates LLC on Oct. 19, 2007, 12:00 noon, at Goodwin Procter
LLP, 53 State Street, in Boston, Massachusetts.

The collateral includes 100% of the issued and outstanding
membership interests and all property of Navy Yard under certain
pledge, assignment of membership, and security agreement dated as
of Oct. 18, 2005.

The interests will be sold as a single block to the highest
bidder.  All of the interests are unregistered securities under
the Securities Act of 1933.

For further information about the sale, contact:

   Charles Walters
   Prudential Real Estate Investors
   8 Campus Drive, 4th Floor
   Parsippany, New Jersey 07054

Headquartered in Charlestown, Massachusetts, Navy Yard Associates
LLC -- http://www.navyyardfourassociates.com/-- delivers yachts
and offers sailing lesson.


NEW MOUNTAIN: Completes Offering of U.S. Xpress' Class A Shares
--------------------------------------------------------------
New Mountain Lake Acquisition Company completed the tender offer
for all outstanding shares of Class A common stock, par value
$0.01 per share of U.S. Xpress Enterprises Inc., other than Class
A Shares already owned by Patrick E. Quinn and Max L. Fuller and
certain of their affiliates.  The tender offer expired at 5:00
p.m., New York City time, on Oct. 11, 2007.

The depositary for the tender offer has advised that, as of the
expiration of the tender offer, a total of approximately 8,130,055
Class A Shares were validly tendered and not withdrawn in the
tender offer.

The Class A Shares validly tendered and not withdrawn represent
approximately 88.7% of all Class A Shares not owned by Messrs.
Quinn and Fuller and their affiliates.

New Mountain has accepted for payment all Class A Shares that were
validly tendered in the tender offer and intends to pay promptly
for the accepted Class A Shares.  Messrs. Quinn and Fuller and
their affiliates also have agreed to transfer to New Mountain Lake
Acquisition Company approximately 3,344,605 Class A Shares and
3,040,262 shares of the company's Class B common stock, par value
$0.01 per share, owned by them.

As a result of these transfers and the acquisition of Class
A Shares in the tender offer, New Mountain will own an aggregate
of approximately 14,514,922 Class A Shares, representing
approximately 93.3% of the total Class A Shares issued and
outstanding.

New Mountain intends promptly to complete a short-form merger in
which the remaining stockholders of the Company who did not
tender their Class A Shares will receive $20.10 per Class A Share
in cash, without interest thereon and less any required
withholding taxes.

              About US Xpress Enterprises Inc.

Headquartered in Chattanooga, Tennessee, US Xpress Enterprises
(NASDAQ:XPRSA) -- http://www.usxpress.com/-- is a truckload
carrier in the United States.  The company offers truckload
services to customers throughout the United States and in portions
of Canada and Mexico.  It also offers transportation, warehousing,
and distribution services to the floorcovering industry.

          About New Mountain Lake Acquisition Company

Based in Chattanooga, Tennessee, New Mountain Lake Acquisition
Company, is an acquisition vehicle created to facilitate the
going-private transaction being pursued by the current majority
shareholders of U.S. Xpress Enterprises Inc.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 14, 2007,
Moody's Investors Service assigned a first time rating of B1
(LGD3, 43%) to the $235 million first lien senior secured credit
facilities ($50 million revolving credit and $185 million term
loan B) of New Mountain Lake Acquisition Company.  The corporate
family and probability of default ratings are each B2 and the
outlook is stable.


NEXINNOVATIONS INC: Prowis Takes Over as CRO; CEO H. Kelly Resigns
------------------------------------------------------------------
NexInnovations Inc. said on its Web site that its management and
staff are currently working under the direction of Prowis Inc., a
court-appointed chief restructuring officer.  The company further
disclosed that its chief executive officer and director, Hubert
Kelly has resigned.

NexInnovations obtained protection from its creditors for the
second time under the Companies' Creditors Arrangement Act with a
view to winding down its operations.

A copy of the CCAA Initial Order can be accessed for free at:

               http://ResearchArchives.com/t/s?2444

NexInnovations Inc., headquartered in Mississauga, Ontario, --
http://www.nexinnovations.com/-- is one of Canada's leading
online retailers of computer equipment.  NexInnovations provides
computer hardware and services, including systems integration and
technical support.  It sells and installs equipment and systems
from companies like Cisco, CA plc, IBM, and Microsoft.
NexInnovations, founded in 1978, was one of Canada's Top 100
Solution Providers, and according to that list, in 2005 the
company reported revenues between $500 million and $550 million.

In August 2006, the company filed for bankruptcy protection under
the CCAA and was granted 30-day period to allow the company time
to restructure due to financial difficulties.


NEXINNOVATIONS INC: Court Approves Asset Sale Pact with Softchoice
------------------------------------------------------------------
NexInnovations Inc. stated in a letter to customers that it
obtained court approval on Wednesday of the sale of its solutions
and product sales and deployment division to Softchoice Corp.

As reported in the Troubled Company Reporter last week,
Softchoice entered into a purchase and sale agreement to acquire
the products division of NexInnovations, subject to regulatory
approval.  Under the terms of the agreement, Softchoice is paying
$10 million to acquire the assets associated with the
NexInnovations product business.

NexInnovations said it would first like to take the opportunity to
assure its customers that in the period pending approvals it plan
to continue operating the product sales and deployment division of
NexInnovations.  The company said it is fully resourced to accept
orders and does not anticipate any disruption to its ability to
supply its customers with the solutions and products which
customers count on to run their business.

The company added that a critical part of the agreement with
Softchoice is their retention of key product sales account
management and customer support resources, including account
management, inside sales and technical resources, as well as
configuration and implementation capabilities.  This action,
NexInnovations said, should help ensure that until the sale is
concluded its customers will continue to receive the same high
levels of service on product sales and deployment that customers
have come to enjoy through NexInnovations.

Moreover, the company said its objective for the services division
is to maintain all customer service obligations while helping to
facilitate the seamless transition of support functions to other
service providers.

The company assures its customers that the satisfaction of their
customers remains a priority.  Questions on accounts receivables
can be directed to nex_ar@techdata.ca; for service requests or
inquiries, call Customer Helpdesk at (800) 387-6211; and for sales
and order inquiries, contact inside sales representative or
salescentre@nexinnovations.com

                        About Softchoice

Softchoice Corporation (Toronto: SO) provides technology products
and services in North America.  It helps businesses and
organizations of all sizes to select, acquire and manage their
software and hardware technology resources.  Softchoice offers a
full range of capabilities, including face-to-face consultations
and IT asset management services designed to help customers save
time, money and risk in IT procurement.  In 2006, Softchoice was
named Software Value Added Reseller of the Year by VAR Business
magazine.  Softchoice currently has 624 employees operating from
more than 30 branch offices located in major cities across the
U.S. and Canada.

                       About NexInnovations

NexInnovations Inc., headquartered in Mississauga, Ontario, --
http://www.nexinnovations.com/-- is one of Canada's leading
online retailers of computer equipment.  NexInnovations provides
computer hardware and services, including systems integration and
technical support.  It sells and installs equipment and systems
from companies like Cisco, CA plc, IBM, and Microsoft.
NexInnovations, founded in 1978, was one of Canada's Top 100
Solution Providers, and according to that list, in 2005 the
company reported revenues between $500 million and $550 million.

In August 2006, the company filed for bankruptcy protection under
the CCAA and was granted 30-day period to allow the company time
to restructure due to financial difficulties.


NORTEL NETWORKS: Agrees To Pay $35MM Penalty in SEC Settlement
--------------------------------------------------------------
Nortel Networks Corp. disclosed Monday that it and its principal
operating subsidiary, Nortel Networks Limited, reached a
settlement on all issues with the United States Securities and
Exchange Commission in connection with the SEC's investigation of
certain prior accounting practices at Nortel.

To bring closure to the matter, Nortel agreed to pay a civil
penalty of $35 million and consented to injunctions against it
from violations of certain provisions of federal securities laws.
Further, Nortel will provide to the SEC quarterly written reports
detailing its progress in implementing its remediation plan and
actions to address its outstanding material weakness in internal
controls.

This is the latest in a series of check points in Nortel's turn
around, including settlement with the Ontario Securities
Commission, the resolution of the shareholder class actions and
remediation of four of the previous five material weaknesses, that
enable the company to focus on the future.

"We are pleased that we have reached final resolution in this
matter.  The settlement recognizes the extensive and proactive
efforts made by Nortel's Board and senior management to identify
and address the accounting and internal control issues and conduct
that led to the investigation," said Nortel president and chief
executive officer Mike Zafirovski.  "Through hard work, a
dedication to excellence and an unwavering commitment to serving
our customers, Nortel is recreating a great technology company
which upholds the highest ethical standards and sound business
practices.  This is a new Nortel."

The SEC recognized that Nortel's Audit Committee, on its own
initiative, conducted extensive internal independent
investigations and self-reported to the SEC and other regulators,
and that the Audit Committee and senior management fully
cooperated during the investigation and took prompt and meaningful
action to correct the issues and restore the company to sound
governance and financial practices.  Some of the actions
undertaken by Nortel include: the appointment of a new team of
senior leaders with a proven track record of integrity and
business leadership; extensive efforts to significantly improve
financial processes and controls; a restructured ethics policy;
and the establishment of a new code of conduct.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

                          *     *     *

Nortel Networks Corp. still carries Moody's Investors Service 'B3'
Senior Unsecured Debt rating which was placed on March 22, 2007.


OGLEBAY NORTON: Signs $36 Per Share Merger Pact with Carmeuse
-------------------------------------------------------------
Carmeuse North America, a subsidiary of Carmeuse Group, and
Oglebay Norton Company have entered into a definitive agreement
under which Carmeuse will acquire all of the outstanding shares of
Oglebay Norton for $36 per share in cash.

The transaction, which is expected to close by the end of the
year, is subject to the expiration or termination of the
Hart-Scott-Rodino Act waiting period and approval by Oglebay
Norton shareholders.  The special committee of Oglebay Norton's
board of directors has approved the merger agreement and
unanimously recommends that all Oglebay Norton shareholders vote
in favor of the transaction.

The merger agreement contains a customary provision allowing the
Oglebay Norton board or the special committee to terminate the
merger agreement in the event it receives another offer to
purchase Oglebay Norton on terms more favorable to its
shareholders than those contained in the merger agreement.

"Oglebay Norton is a strong company with world-class assets and
outstanding employees who we are proud to welcome to the Carmeuse
family," Thomas Buck, president and chief executive officer of
Carmeuse North America, said.  "By combining the resources of our
well-established companies, we will be better equipped to serve
the needs of this increasingly competitive and dynamic
marketplace.  This acquisition provides a high level of market
diversity for Carmeuse."

"In particular, Oglebay Norton's considerable limestone business
provides us with added resources to serve the rapidly growing Flue
Gas Desulfurization market, in which Carmeuse has a high level of
technical expertise," Mr. Buck continued.  "We look forward to a
quick completion of this transaction and to the seamless
integration of our operations."

"This transaction with Carmeuse provides meaningful and immediate
cash value to all of our shareholders," said Michael Lundin,
president and chief executive officer of Oglebay Norton.  "It is
the culmination of the comprehensive strategic alternatives review
process that was conducted by the Special committee of our board,
together with the company's financial and legal advisors, and
validates our disciplined and deliberate approach to this
process."

"We are proud of the significant progress we have made at
restructuring Oglebay Norton, enhancing the company's financial
flexibility and capitalizing on our strong competitive position in
minerals and aggregates," Mr. Lundin added.  "Carmeuse, a global
leader in lime with a proven track record of success in acquiring
and building companies, is the right partner for Oglebay Norton at
the right time.  We look forward to working closely with the
Carmeuse team to deliver to our customers the many benefits
inherent in this strategic combination.  The ongoing efforts of
our talented employees are key to Oglebay Norton's success. I
thank them for their continued hard work and dedication."

JPMorgan is serving as lead financial advisor and provided a
fairness opinion to Oglebay Norton and Imperial Capital, LLC is
serving as co-financial advisor.

Jones Day is serving as legal counsel to Oglebay Norton and Porter
Wright Morris & Arthur is serving as legal counsel to the special
committee.

KeyBanc Capital Markets is serving as financial advisor to
Carmeuse, and Reed Smith LLP is serving as legal counsel.

                  About Carmeuse North America

Based in Pittsburgh, Pennsylvania, Carmeuse North America -
http://www.carmeusena.com/-- is producing lime and limestone
products in North America, manufacturing and distributing over 6
million tons per year of lime products, and a further 4 million
tons of chemical grade limestone and aggregates.  Its 14
manufacturing facilities supply and serve 27 states and provinces
in the eastern USA and Canada, and employ over 1,200 employees.

                  About Oglebay Norton Company

Based in Cleveland, Ohio, Oglebay Norton Company (OGBY.PK) --
http://www.oglebaynorton.com/-- provides essential minerals and
aggregates to a broad range of markets, from building materials
and environmental remediation to energy and industrial
applications.

                          *     *     *

As reported in the Troubled Company Reporter on July 31, 2007,
Standard & Poor's Ratings Services revised its CreditWatch
implications to negative from developing on Oglebay Norton Co.,
which has a 'B' corporate credit rating.


ORBITAL SCIENCES: Strong Results Cue Moody's to Lift Ratings
------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Orbital Sciences
Corporation, Corporate Family Rating and Probability of Default
Rating to Ba1 from Ba2, due to expectations for continued strong
operating results while the company maintains modest debt levels,
resulting in strong anticipated free cash flow generation over the
near term.  In addition, Moody's  assigned a Baa3 rating to
Orbital's re-financed $100 million senior secured revolving credit
facility due 2012.  The ratings outlook is stable.

In August 2007, Orbital completed the refinancing of its senior
secured credit facility.  In doing so, the company increased its
revolver by $50 million to $100 million, while extending the
maturity by three years to 2012.  Moody's sees this as a marginal
improvement to Orbital's currently-strong liquidity profile.

The ratings reflect Orbital's modest debt levels, strong cash flow
generation and stable operating margins, the revenue visibility
provided by its substantial backlog , and a positive contracting
environment that applies to both the Launch Vehicle and Satellite
and Space Systems markets.  The rating also considers the
company's relatively small revenue base, the concentration of
sales on one customer (63% of revenues are U.S. government
related, although under a number of different agencies), which
implies an exposure to risk of postponement or termination of
specific missile programs.

The ratings also consider the company's modestly leveraged capital
structure in relation to its strong cash flow generation.  Absent
acquisition activity, debt levels are likely to remain stable over
the near term, and Moody's expects that credit metrics will
continue to improve to levels exceeding those typical of Ba1-rated
companies.  However, the company is likely to pursue acquisitions
as part of its growth initiative.  Although any debt increase
associated with acquisitions could temper the improvement of
financial metrics, the company is expected to maintain debt ratios
that are consistent with the Ba1 rating.

The stable rating outlook reflects Moody's expectations that
Orbital will be able to sustain strong margins and cash flows
while experiencing organic growth in excess of 8% over the next 12
months.  Moreover, it is anticipated that the company will
continue to pursue conservative financial policies - no major
increases in it share repurchase program or levered re-
capitalization is expected -- and that acquisitions, if any, will
be modestly-sized and manageable in terms of integration risk.

Further ratings upgrades would require that the company
demonstrates it can grow its revenue base to levels well in excess
of its current $1 billion in annual sales while maintaining its
current favorable capital structure and operating margins at
greater than 10%.  An upgrade could be considered if Debt/EBITDA
were to remain below 2 times for a sustainable period, while the
quarterly cash flows remain consistently in excess of 20% of total
debt.

Conversely, ratings or their outlook could be lowered if operating
results were to face unexpected deterioration, or if the company
were to increase debt, particularly if management were to
undertake a larger-than planned share repurchase or levered
acquisition, such that Debt/EBITDA were to increase to over 2.5
times, if EBIT/interest were to fall below 2.5 times, or if free
cash flow were to fall below 10% of total debt for a prolonged
period.

Upgrades:

Issuer: Orbital Sciences Corporation

   -- Probability of Default Rating, Upgraded to Ba1 from Ba2

   -- Corporate Family Rating, Upgraded to Ba1 from Ba2

Assignments:

Issuer: Orbital Sciences Corporation

   -- Senior Secured Bank Credit Facility, Assigned a range of
      22 - LGD2 to Baa3

Orbital Sciences Corporation, headquartered in Dulles, Virginia,
manufactures small space and missile systems for commercial, civil
government and military customers.  The company had LTM June 2007
revenue of $915 million.


PAC-WEST TELECOMM: Exclusive Plan Filing Period Moved to Nov. 26
----------------------------------------------------------------
The Honorable Brendan Linehan Shannon of the United States
Bankruptcy Court for the District of Delaware further extended
Pac-West Telecomm Inc. and its debtor-affiliates' exclusive
periods to:

   a. file a plan until Nov. 26, 2007; and

   b. solicit acceptances of that plan until Jan. 25, 2008.

As reported in the Troubled Company Reporter on Aug. 24, 2007,
Norman L. Pernick, Esq., at Saul Ewing LLP, said that the Debtors
filed the request for extension out of abundance of caution.

The Debtors told the Court that on July 31, 2007, it filed a
Disclosure Statement and Chapter 11 Plan of Reorganization.

The Debtors assured the Court that the extension is not to
pressure creditors to accept the plan but to facilitate an
efficient and cost-effective plan for the benefit of all
creditors.

Based in Stockton, California, Pac-West Telecomm Inc. (OTC:
PACW.PK) -- http://www.pacwest.com/-- provides switched local
and long distance telecommunications services to, among others,
internet service providers and paging companies.

The company and its affiliates filed for Chapter 11 protection on
April 30, 2007 (Bankr. D. Del. Case Nos. 07-10562 through
07-10567).  Jeremy W. Ryan, Esq. and Norman L. Pernick, Esq. of
Saul, Ewing, Remick & Saul LLP represent the Debtors in their
restructuring efforts.  Steven K. Kortanek, Esq., at Womble
Carlyle Sandridge & Rice, PLLC represents the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they listed total assets of $53,883,888
and total debts of $66,358,711.


PERKINELMER INC: Unit Commences Cash Tender Offer in ViaCell Deal
-----------------------------------------------------------------
Victor Acquisition Corp., an indirect wholly owned subsidiary of
PerkinElmer Inc., commenced a tender offer to acquire all
outstanding shares of common stock of ViaCell Inc. at a price of
$7.25 per share, in cash, pursuant to a Agreement and Plan of
Merger among PerkinElmer Inc., Victor Acquisition Corp. and
ViaCell Inc., dated Oct. 1, 2007.

Victor Acquisition Corp.'s obligation to accept for payment and
pay for shares of ViaCell common stock tendered in the offer is
subject to customary conditions, including:

   * at least a majority of the outstanding shares of ViaCell
     common stock on a fully diluted basis will be validly
     tendered in accordance with the terms of the offer and not
     properly withdrawn; and,

   * the expiration or termination of applicable waiting
     periods under the United States Hart-Scott-Rodino
     Antitrust Improvements Act.

The tender offer and any withdrawal rights to which ViaCell's
stockholders may be entitled will expire at 12:00 midnight, New
York City time, at the end of Nov. 8, 2007, unless the offer is
extended.

Copies of the Offer to Purchase, Letter of Transmittal and other
related materials are available free of charge from Georgeson
Inc., the Information Agent for the tender offer, toll-free at
(888) 821-2250 (banks and brokers at (212) 440-9800), or Merrill
Lynch & Co., the Dealer Manager for the tender offer, at (877)
653-2948, toll-free.

Copies of these documents may also be availed by directing a
request to:

     Michael A. Lawless, Vice President, Investor Relations
     PerkinElmer Inc.
     940 Winter Street
     Waltham, MA 02451

            or

     Justine Koenigsberg Senior Director, Corporate
     Communications
     ViaCell Inc.
     245 First Street
     Cambridge, MA 02142

Deutsche Bank Trust Company Americas is acting as Depositary for
the tender offer.

                        About Viacell Inc.

Headquartered in Cambridge, Massachussetts, ViaCell Inc.
(NASDAQ:VIAC) -- http://www.viacellinc.com/-- is a biotechnology
company.  The company's research and development activities are
focused on investigating the potential for therapeutic uses of
umbilical cord blood-derived and adult stem cells and on
technology for expanding populations of these cells.  Its
activities are concentrated in the areas of cancer, cardiac
disease and diabetes.  ViaCell Reproductive Health business is
responsible for marketing and sales of its ViaCord service
offering for the collection, testing, processing and storage of
umbilical cord blood stem cells, and for development of ViaCyte,
its product candidate for the cryopreservation of human
unfertilized eggs for future in vitro fertilization use.

                      About PerkinElmer Inc.

Headquartered in Waltham, Massachussetts, PerkinElmer Inc. (NYSE:
PKI) -- http://www.perkinelmer.com/--  is a provider of
scientific instruments, consumables and services to the
pharmaceutical, biomedical, environmental testing and general
industrial markets, commonly referred to as the health sciences
and photonics markets.  The company designs, manufactures, markets
and services products and systems within two business segments:
Life and Analytical Sciences and Optoelectronics.  The health
sciences markets include all of the businesses in the company's
Life and Analytical Sciences segment and the medical imaging
business, as well as elements of the medical sensors and lighting
businesses in the company's Optoelectronics segment.  The
photonics markets include the remaining businesses in the
company's Optoelectronics segment.

                          *     *     *

In November 2005, Moody's Investor Service placed PerkinElmer
Inc.'s subordinated debt rating at 'Ba1'.  The rating still holds
to date.  The outlook is stable.


PIERRE FOODS: Posts $8.2 Million Net Loss in Quarter Ended Sept. 1
------------------------------------------------------------------
Pierre Foods Inc. reported Saturday results for its second quarter
and six months ended Sept. 1, 2007.

The company reported a net loss of $8.2 million during the second
quarter ended Sept. 1, 2007, compared with net income of $130,000
during the second quarter ended Sept. 2, 2006.

Second quarter fiscal 2008 net revenues were $151.5 million,
versus $98.9 million for the second quarter of fiscal 2007 ended
Sept. 2, 2006, an increase of 53.2%.  The increase in net revenues
is primarily due to sales associated with the company's
acquisitions of Zartic and Clovervale and growth in the company's
military, warehouse club, and national accounts end-market
segments.

The company's earnings before interest, taxes, depreciation, and
amortization was $5.5 million and $12.7 million for the second
quarter of fiscal 2008 and second quarter of fiscal 2007,
respectively.

For the fiscal year-to-date period ended Sept. 1, 2007, net
revenues were $309.0 million versus $204.7 million for the fiscal
year-to-date period ended Sept. 2, 2006, an increase of 51.0%.
The company reported a net loss of $12.5 million during the first
six months of fiscal 2008 compared with net income of $810,000
during the same period in fiscal 2007.

The company's EBITDA decreased to $16.4 million for the first six
months of fiscal 2008 from $26.0 million for the same period of
fiscal 2007, a decrease of 36.9%.

During the first six monhts of fiscal 2008, the company incurred
expenses of approximately $3.5 million that management believes
are one-time in nature, primarily related to unexpected downtime
in its facility in Rome, Georgia of approximately $1.0 million,
one time administrative and integration costs of approximately
$1.4 million, and a one time charge related to transferring
inventory to a new warehouse of approximately $1.1 million.

The company had capital expenditures totaling $4.8 million and
$4.0 million for the first six monhts of fiscal 2008 and fiscal
2007, respectively.

At Sept. 1, 2007, the company's consolidated balance sheet showed
$605.0 million in total assets, $467.7 million in total
liabilities, and $137.3 million in total shareholders' equity.

                     About Pierre Foods

Headquartered in Cincinnati, Ohio, Pierre Foods Inc. --
http://www.pierrefoods.com/-- manufactures and markets high-
quality, differentiated processed food solutions, focusing on pre-
cooked and ready-to-cook protein products, compartmentalized
meals, and hand-held convenience sandwiches.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 15, 2007,
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.  The
outlook is negative.


PRESIDENT CASINOS: Posts $424,000 Net Loss in Qtr. Ended Aug. 31
----------------------------------------------------------------
President Casinos Inc. reported a net loss of $424,000 for the
second quarter ended Aug. 31, 2007, compared with net income of
$1.9 million for the same period last year.

As of Aug. 31, 2007, the company had sold its St. Louis and Biloxi
operations.  As such, revenues for the three-month period ended
Aug. 31, 2006, are classified in discontinued operations.  There
were no operating revenues for the three-month period ended
Aug. 31, 2007.

The company's consolidated selling, general and administrative
expenses were $299,000 during the three-month period ended
Aug. 31, 2007, compared to $510,000 during the three-month period
ended Aug. 31, 2006.

The company incurred a net loss from continuing operations of
$248,000 thousand during the three-month period ended Aug. 31,
2007, compared to a net loss from continuing operations of
$540,000 during the three-month period ended Aug. 31, 2006.

The company's St. Louis operating segment had a net loss of
$185,000 during the three-month period ended Aug. 31, 2007,
compared to net income of $2.5 million during the three-month
period ended Aug. 31, 2006.

The company's Biloxi operating segment had operating income of
$10,000 during the three-month period ended Aug. 31, 2007,
compared to operating income of $14,000 during the three-month
period ended Aug. 31, 2006.  Both periods consist primarily of
adjustments to prior estimates.

At Aug. 31, 2007, the company's consolidated balance sheet showed
$5.6 million in total assets, $3.8 million in total liabilities,
and $1.8 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Aug. 31, 2007, are available for
free at http://researcharchives.com/t/s?2440

                       Going Concern Doubt

As reported in the Troubled Company Reporter on June 21, 2007,
Deloitte & Touche LLP, in St. Louis, Missouri, expressed
substantial doubt about President Casinos Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Feb. 28,
2007, and 2006.  The auditing firm pointed to the company's
recurring losses from continuing operations and absence of any
ongoing revenue producing activities.

                     About President Casinos

Headquartered in St. Louis, Mo., President Casinos Inc. --
http://www.presidentcasino.com/ -- does not have significant
operations.  Prior to Dec. 2006, it was engaged in the ownership
and operation of a dockside gaming casino in St. Louis, Missouri.
President Casinos filed for chapter 11 protection on June 20, 2002
(Bankr. S.D. Miss. Case No. 02-53055).  On July 11, 2002,
substantially all of Debtor's other operating subsidiaries filed
for chapter 11 protection in the same Court.  The Honorable Judge
Edward Gaines ordered the transfer of President Casino's chapter
11 cases from Mississippi to Missouri.  The case was reopened on
Nov. 5, 2002 (Bankr. E.D. Mo. Case No. 02-53005).  Brian Wade
Hockett, Esq., at Hockett Thompson Coburn LLP, represents the
Debtors in their restructuring efforts.  David A. Warfield, Esq.,
at Blackwell Sanders Peper Martin LLP, represents the Official
Committee of Unsecured Creditors.  Thomas E. Patterson, Esq., and
Ronn S. Davids, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP and
E. Rebecca Case, Esq., and Howard S. Smotkin, Esq., at Stone,
Leyton & Gershman, P.C., represent the Official Committee of
Equity Security Holders.

The company's business activities currently consist of
managing its existing litigation matters, discharging its
liabilities and administering the bankruptcy reorganization plans
of its former Biloxi and St. Louis operations.


REDDY ICE: Shareholders Approve Agreement and Plan of Merger
------------------------------------------------------------
Reddy Ice Holdings Inc.'s stockholders have approved the agreement
and plan of merger.  More than 15.3 million shares, or over 70% of
the approximately 21.9 million total outstanding shares of Reddy
Ice common stock, were voted in favor of the adoption of the
merger agreement.

Approval required a vote of a majority of the outstanding shares.
Of the shares voted, over 88%  voted in favor of the merger.

Under the terms of the merger agreement among the company, Frozen
LLC, Hockey Parent Inc. and Hockey MergerSub Inc., entities formed
by funds managed by GSO Capital Partners LP, at the closing of the
merger Reddy Ice stockholders will receive $31.25 per share in
cash for each common share of the company's stock they hold.

On Oct. 5, 2007, Frozen LLC and Hockey Parent Inc. notified the
company of their election, pursuant to the Merger Agreement to
extend the Marketing Period to Jan. 31, 2008.

"We are pleased that our stockholders have demonstrated their
agreement with the board's recommendation that this merger is in
their best interests," William P. Brick, Reddy Ice's executive
chairman, said.  "We will remain diligent in our efforts to
facilitate a closing of the transaction soon as possible."

                   About Reddy Ice Holdings Inc.

Headquartered in Dallas, Texas, Reddy Ice Holdings Inc. (NYSE:
FRZ) -- http://www.reddyice.com/-- and its subsidiaries
manufacture and distribute packaged ice in the U.S. serving about
82,000 customer locations in 31 states and the District of
Columbia under the Reddy Ice brand name.  Typical end markets
include supermarkets, mass merchants, and convenience stores.

                          *     *     *

As reported in the Troubled Company Reporter on July 5, 2007,
Moody's Investors Service placed these ratings under review for
possible downgrade: (i) corporate family rating, rated B1;
(ii) PDR, rated B1; and (iii) $151MM, 10.5% Sr. Disc. Notes due
2012, rated B3 (LGD5, 89%).


REMY WORLDWIDE: Court Sets Plan Confirmation Hearing for Nov. 20
----------------------------------------------------------------
The Honorable Kevin J. Carey will hold a hearing on Nov. 20, 2007,
at 3:30 p.m. to consider the adequacy of the Debtors' Solicitation
and  Disclosure Statement and the Prepetition Solicitation
Procedures, and to confirm the Prepackaged Plan of Reorganization.

Objections, if any, must be filed by Nov. 9, 2007.

Judge Carey directed the United States Trustee not to convene
Section 341 meeting prior to Nov. 7, 2007.  The Court will
consider on that day the Debtors' request for the U.S. Trustee not
to convene a 341 meeting if the Plan is confirmed within 90 days
from the Petition Date.

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: Wants Court to Approve CVC Settlement Agreement
---------------------------------------------------------------
Remy Worldwide Holdings, Inc., and its debtor-affiliates ask
authority from the U.S. Bankruptcy Court for the District of
Delaware to assume a Settlement, Support, Forbearance and Release
Agreement, dated as of June 15, 2007, with Court Square Capital
Limited, a subsidiary of Citigroup Inc., and certain holders of
Remy securities to protect against the possible loss of tax
benefits related to the Debtors' net operating loss carryovers.

Court Square agreed, among others, to:

   1. certain limitations on its ability to effectuate stock
      transfers and take a worthless stock deduction with
      respect to the shares of RWHI's equity interests it
      holds; and

   2. compromise amounts owed to it under a December 2002
      Advisory Agreement with the Debtors.

The parties exchanged mutual releases under the CVC Settlement
Agreement.  Remy also agreed to pay Court Square $4,000,000 in
cash on the effective date of Remy's prepackaged plan of
reorganization and to assume the CVC Settlement Agreement
promptly upon filing for bankruptcy.

About $1,750,000 of the Settlement Payment will be paid to Court
Square Advisor, LLC, and $2,250,000 will go to Citicorp Venture
Capital Equity Partners L.P.  If Court Square does not receive the
payment by June 15, 2008, the payment will begin to accrue
interest at 20% per annum as of that date, until paid in full.

Court Square and the Noteholders also agreed to support the
Debtors' Plan.

Court Square acquired Delco Remy International, Inc., in March
2001 pursuant to a merger transaction.  Court Square, through its
affiliates, currently holds roughly 70% of RWHI Equity Interests.

Court Square may terminate the CVC Settlement Agreement if, among
other things, (i) the Plan is inconsistent with the terms of the
Settlement Agreement, (ii) the Bankruptcy Court does not approve
the assumption of the Agreement or (iii) if certain provisions of
the deal are severed, disallowed, modified, amended, withdrawn, or
deemed invalid or unenforceable.  In the event of termination,
Court Square could sell its RWHI equity securities or, if the
Debtors not emerge from bankruptcy during the 2007 calendar year,
claim a worthless stock deduction and cause an ownership change
with respect to the company under Section 382 of the Tax Code
prior to the Effective Date.  An ownership change effectively
would eliminate the Debtors' ability to use their existing NOLs to
offset future income of Reorganized Remy.

                   Reasonable Business Judgment

Section 365 of the Bankruptcy Code provides that the trustee,
"may assume or reject any executory contract or unexpired lease
of the Debtor."  The standard for a bankruptcy court's approval
of a motion to assume under Section 365 is whether the debtor's
reasonable business judgment supports assumption, Douglas P.
Bartner, Esq., at Shearman & Sterling LLP, in New York, the
Debtors' proposed counsel, reminds Judge Carey, citing NLRB v.
Bildisco & Bildisco, 465 U.S. 513,523 (1984); Group of Inst.
Investors v. Chicago, Milw., St. Paul & Pac. R.R. Co., 318 U.S.
523, 550 (1943); Meyers v. Martin (In re Martin), 91 F.3d 389,
395 (3d Cir. 1996); In re Market Square Inn, Inc., 978 F.2d 116,
121 (3d Cir. 1992); In re Taylor, 913 F.2d 102 (3d Cir. 1990); and
Sharon Steel Corp. v. Nat'l Fuel Gas Distrib. Corp. (In re Sharon
Steel Corp.), 872 F.2d 36, 40 (3d Cir. 1989).

Preserving the NOLs could provide significant tax savings to the
Debtors following their emergence from Chapter 11 because it will
reduce, and potentially completely offset, the potential effects
of "cancellation of debt" income to be incurred by the Debtors as
a result of the debt restructuring contemplated by the Plan, Mr.
Bartner explained.

The Settlement also lets the Debtors' estate avoid claims by
Court Square as a result of the rejection of the Advisory
Agreement.

"The benefit derived from assumption [of the Settlement] could
last for years to the extent that the Reorganized Debtors are
able to utilize the NOLs," Mr. Bartner said.

The CVC Settlement Agreement was negotiated in good faith and at
arm's-length, Mr. Bartner assured the Court.

Court Square's affiliates holding Remy Equity Interests are:

   a) Court Square Advisor, LLC

   b) Court Square Capital Limited
      * 1,000 Shares Class A Common Stock

   c) Citicorp Venture Capital Equity Partners, L.P.
      * 1,735,711.17 Shares Class B Common Stock
      * 16,378.57 Shares Class C Common Stock
      * 1,620,406.51 Shares Series A Preferred Stock

   d) CVC Management LLC

   e) CVC/SSB Employee Fund, L.P.
      * 17,278.89 Shares Class B Common Stock
      * 163.15 Shares Class C Common Stock
      * 16,131.04 Shares Series A Preferred Stock

   f) CVC Executive Fund LLC
      * 15,395.57 Shares Class B Common Stock
      * 145.28 Shares Class C Common Stock
      * 14,372.83 Shares Series A Preferred Stock

   g) CVC Partners, LLC                       -

Court Square is represented in the Debtors' cases by H. Jeffrey
Schwartz, Esq., at Dechert LLP, in New York.

The Noteholders that signed the CVC Settlement Agreement are:

   1. Fidelity National Special Opportunity Inc.;
   2. Hoak & Co.;
   3. Third Point LLC;
   4. H Partners LP;
   5. Joshua Tree Capital Partners, LP;
   6. Corriente Master Fund, L.P.; and
   7. Group G Capital Partners LLC
   8. Ore Hill Hub Fund Ltd., Geer Mountain Financing, Ltd.,
      Kinney Hill Credit Opportunities Fund, Ltd.;

The Noteholders are represented by Fred S. Hodara, Esq., at Akin
Gump Strauss Hauer & Feld LLP, in New York.

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


SELECT SNACKS: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Select Snacks, Inc.
             c/o Ubiquity Brands, L.L.C.
             10 South Wacker Drive, Suite 3450
             Chicago, IL 60606

Bankruptcy Case No.: 07-18769

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Jays Foods, Inc.                           07-18768

Type of Business: The Debtors sell confectionery products in
                  wholesale and manufactures snack chip products.
                  See http://www.jaysfoods.com/

Chapter 11 Petition Date: October 11, 2007

Court: Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtors' Counsel: Jeremy T Stillings, Esq.
                  Winston & Strawn, L.L.P.
                  35 West Wacker Drive
                  Chicago, IL 60601
                  Tel: (312) 558-5600

                           Estimated Assets       Estimated Debts
                           ----------------       ---------------
Select Snacks, Inc.          $10 Million to        $10 Million to
                                $50 Million           $50 Million

Jays Foods, Inc.             $10 Million to        $10 Million to
                                $50 Million           $50 Million

Debtors' Consolidated List of its 30 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Wyandot, Inc.                 Trade debt               $1,382,936
135 Wyandot Avenue
Marion, OH 43302

Black Gold Potato Sales        Trade debt                $800,753
4575 32nd Avenue
Grand Forks, N.D. 58201-3303

Outstanding Personnel          Trade debt                $687,731
Service, Inc.
2528 South California
Chicago, IL 60608-4606

Bryce Corporation              Trade debt                $527,813
3861 Delp Street
Memphis, TN 38118

Black Horse Carriers           Trade debt                $481,000
150 Village Court
Carol Stream, IL 60188

Columbus Foods Company         Trade debt                $474,945
730 North Albany Avenue
Chicago, IL 60612

William Hoekstra Potato Farm  Trade debt                 $433,494
301 South William Avenue
St. Anne, IL 60964

Pratt Industries U.S.A.        Trade debt                $350,353
3155 South State Road 49
Valparaiso, IN 46383

Pretzels, Inc.                 Trade debt                $329,393
123 Harvest Road
Bluffton, IN 46714

Quest International Flavors    Trade debt                $315,482
and Fragrances
5115 Sedge Boulevard
Hoffman Estates, IL 60192

Ryder Carrier Management      Trade debt                 $266,139
Services
P.O. Box 77000
Department 77661
Detroit, MI 48277-0661

Premier Technology, Inc.       Trade debt                $231,779

Evans Food Products Co.        Trade debt                $215,909

A.D.M.                         Trade debt                $198,973

Stevenson, Inc.               Trade debt                 $188,792

Manpower                       Trade debt                $185,552

Transervice Lease Corp.       Trade debt                 $145,775

Surestaff, Inc.               Trade debt                 $128,445

Calumet Pallet Company, Inc.   Trade debt                $115,731

Blackhawk Energy Services      Trade debt                $115,340

Oneida Potato Exchange         Trade debt                $103,612

Baptista's Bakery, Inc.        Trade debt                $102,875

Packaging Products Corp.       Trade debt                $101,182

Mitsui Supply Systems, Inc.    Trade debt                 $99,261

Fischer Food Grade             Trade debt                 $97,521

Acclaim Packing & Assembly     Trade debt                 $96,598

Campbell Soup Company          Trade debt                 $95,610

J.F.A. Real Estate, L.L.C.     Trade debt                 $93,186

Crooks Farms                   Trade debt                 $92,162

Weyerhaeuser Paper Co.        Trace debt                  $84,004


SENTINEL MANAGEMENT: Can Use Cash Collateral on Operating Costs
---------------------------------------------------------------
Sentinel Management Group Inc. and its debtor-affiliates obtained
interim authority from the U.S. Bankruptcy Court for the Northern
District of Illinois to use the cash collateral securing repayment
of their obligations to the Bank of New York.

The Debtors will use the funds to pay:

   a) postpetition payroll;
   b) employee health and dental benefits; and
   c) office rent amounting to $97,500.

As adequate protection, the loan will be protected by the other
properties of the Debtor in which the Bank asserts an interest.

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

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


SENTINEL MGT: Chapter 11 Trustee Wants Season Ticket Sale OK'd
--------------------------------------------------------------
Frederick J. Grede, the Chapter 11 Trustee in Sentinel Management
Group Inc.'s Chapter 11 case seeks authority from the U.S.
Bankruptcy Court for the Northern District of Illinois to sell the
Debtor's remaining season tickets for the Chicago Bears and
Chicago White Sox, free and clear of any lien, claim, or interest.

The Trustee tells the Court that the assets for sale are four
season 2007 tickets, including a parking pass and four admissions
to the stadium club for both the Chicago Bears and CHicago White
Sox.

The Trustee propose to auction the tickets online through StubHub,
as it offers maximum exposure and better chances for selling,
after considering that the major league football is underway and
the baseball season will conclude.

The Trustee will retain the tickets in his possession until the
sale is complete.  A 15% commission per sale will be charged by
StubHub.

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

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


SENTINEL MANAGEMENT: Trustee Files $350 Mil. Suit vs. Executives
----------------------------------------------------------------
Frederick Grede, the Chapter 11 Trustee appointed to oversee the
estate of Sentinel Management Group, filed a $350 million lawsuit
against founders and executives of Sentinel, the Chicago Tribune
Reports.

Included in the suit was Philip Bloom and son Eric, as well as
former trader Charles Mosley, the Chicago Tribune adds.  Among the
charges raised by the Trustee are breach of fiduciary duty,
knowing participation in breach of fiduciary duty, and unjust
enrichment, the report further says.

According to the Trustee's complaint, the report discloses,
Sentinel's insiders perpetrated a long-term and massive fraud
against the Debtor and its customers through a pattern of criminal
conduct.  The defendants, among other things, improperly
transferred at least $20 million through "bogus" fees, bonuses,
dividends, account withdrawals, salaries and false payments, the
Chicago Tribune relates.

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

In Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Mr. Grede selected Catherine L.
Steege, Esq., Christine L. Childers, Esq., and Vincent E. Lazar,
Esq., at Jenner & Block LLP as his counsels.  Quinn Emanuel
Urquhart Oliver & Hedges LLP acts as counsel for the Official
Committee of Unsecured Creditors.  DLA Piper US LLP is the
Committee's co-counsel.


SOLOMON DWEK: Case Summary & 240 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Solomon Dwek
        311 Crosby Avenue
        Deal, NJ 07723

Bankruptcy Case No.: 07-11757

Debtor-affiliate filing separate Chapter 11 petition on
October 12, 2007:

      Entity                                     Case No.
      ------                                     --------
      Copper Gables, L.L.C.                      07-24829
      Dwek Homes, L.L.C.                         07-24832
      Myrtle Avenue Land, L.L.C.                 07-24835
      Dwek Wall Gas, L.L.C.                      07-24836
      Grant Avenue Estates, L.L.C.               07-24837
      Neptune City Stores, L.L.C.                07-24839

Debtor-affiliate filing separate Chapter 11 petition on
September 27, 2007:

      Entity                                     Case No.
      ------                                     --------
      Tinton Falls Land, LLC                     07-23872

Debtor-affiliates filing separate Chapter 11 petitions on
September 4, 2007:

      Entity                                     Case No.
      ------                                     --------
      WLB Center, LLC                            07-22630
      Asbury Gas, LLC                            07-22632
      Jemar Enterprises, LLC                     07-22633
      Melville Dwek, LLC                         07-22634
      Newport WLB, LLC                           07-22635
      Red Bank Gas, LLC                          07-22636
      WLB Highway, LLC                           07-22638

Debtor-affiliates that filed separate Chapter 11 petitions
before August 24, 2007:

      Entity                                     Case No.
      ------                                     --------
      Dwek Branches, L.L.C.                      07-22035
      Dwek Assets, L.L.C.                        07-22036
      WLB Center, LLC                            07-21752
      Dwek Properties, LLC                       07-20939
      Neptune Medical, LLC                       07-18766
      Dwek Raleigh, L.L.C.                       07-18316
      Greenwood Plaza Acquisitions, L.L.C.       07-18317
      Sinking Springs II, L.L.C.                 07-18318
      Sinking Springs, L.P.                      07-18320
      1631 Highway 35, L.L.C.                    07-16041
      167 Monmouth Road, L.L.C.                  07-16045
      2100 Highway 35, L.L.C.                    07-16048
      230 Broadway, L.L.C.                       07-16049
      264 Highway 35, L.L.C.                     07-16052
      374 Monmouth Road, L.L.C.                  07-16053
      55 North Gilbert, L.L.C.                   07-16054
      601 Main Street, L.L.C.                    07-16055
      6201 Route 9, L.L.C.                       07-16057
      Aberdeen Gas, L.L.C.                       07-16058
      Bath Avenue Holdings, L.L.C.               07-16060
      Belmar Gas, L.L.C.                         07-16061
      Berkeley Heights Gas, L.L.C.               07-16062
      Brick Gas, L.L.C.                          07-16064
      Dover Estates, L.L.C.                      07-16065
      Dwek Gas, L.L.C.                           07-16066
      Dwek Hopatchung, L.L.C.                    07-16067
      Dwek Income, L.L.C.                        07-16068
      Dwek Ohio, L.L.C.                          07-16069
      Dwek Pennsylvania, L.P.                    07-16071
      Dwek Wall, L.L.C.                          07-16072
      Dwek Woodbridge, L.L.C.                    07-16073
      Kadosh, L.L.C.                             07-16074
      Lacey Land, L.L.C.                         07-16075
      Monmouth Plaza, L.L.C.                     07-16076
      P&Y Holdings, L.L.C.                       07-16077
      Sugar Maple Estates, L.L.C.                07-16078
      West Bangs Avenue, L.L.C.                  07-16079
      Beach Mart, L.L.C.                         07-16104
      Dwek Trenton Gas, LLC                      07-12794
      Neptune Gas, LLC                           07-12796
      Route 33 Medical, LLC                      07-12798
      1111 Eleventh Avenue                       07-12799
      Dwek North Olden, LLC                      07-12800
      Dwek State College, LLC                    07-12802

Creditors who filed involuntary chapter 7 petitions against
Solomon Dwek:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
PNC Bank, N.A.                   Loans                $22,993,731
5th Avenue and Wood Street
Pittsburgh, PA 15222

Washington Mutual Bank           Loans                $22,660,558
1301 2nd Avenue
WMC 3501
Seattle, WA 98101

Four Star Builders               Indemnification of       $58,387
1301 Route 33, Suite 3E          Claim on Home
Neptune, NJ 07753                Buyer's Warranty

Type of Business: The Debtors are properties of real estate
                  developer Solomon Dwek.  Mr. Dwek was accused of
                  defrauding P.N.C. Bank by depositing a bad
                  $25-million check on April 24, 2006 and then
                  transferring out most of the money the next day.

                  An involuntary chapter 7 petition was filed
                  against Mr. Dwek on Feb. 9, 2007 with the U.S.
                  Bankruptcy Court for the District of New Jersey.
                  On Feb. 22, 2007, the Court converted the case
                  to a chapter 11 reorganization under supervision
                  of a trustee.

Chapter 11 Petition Date: May 5, 2007

Court: District of New Jersey (Trenton)

Debtors' Counsel: Timothy P. Neumann, Esq.
                  Broege, Neumann, Fischer & Shaver, LLC
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484
                  Fax: (732) 223-2416

Financial condition of debtor-affiliates that filed on
October 12, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
   Copper Gables, L.L.C.               $1,100,000    $5,393,910
   Dwek Homes, L.L.C.                 $11,508,847    $6,623,529
   Myrtle Avenue Land, L.L.C.          $1,251,362       $73,744
   Dwek Wall Gas, L.L.C.                 $375,000            $0
   Grant Avenue Estates, L.L.C.        $6,200,100   $31,896,093
   Neptune City Stores, L.L.C.         $1,100,000    $5,393,910

Financial condition of debtor-affiliates that filed on
September 27, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
   Tinton Falls Land, LLC                $800,000   $10,266,876

Financial condition of debtor-affiliates that filed on
September 4, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
   WLB Center, LLC                     $6,012,081    $3,652,480
   Asbury Gas, LLC                       $500,000      $132,298
   Jemar Enterprises, LLC              $2,200,000      $924,538
   Melville Dwek, LLC                    $425,000        $7,224
   Newport WLB, LLC                    $5,500,297    $4,903,989
   Red Bank Gas, LLC                   $1,030,000       $46,008
   WLB Highway, LLC                    $1,411,615    $7,000,000

Financial condition of debtor-affiliates that filed before
August 24, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
   Dwek Branches, LLC                 $14,638,167   $18,125,863
   Dwek Assets, LLC                   $21,096,393   $16,510,850
   WLB Center, LLC                     $6,012,081    $3,652,480
   Dwek Properties, LLC               $17,809,448   $23,403,588
   Neptune Medical, LLC                $3,206,961    $2,865,749
   Dwek Raleigh, L.L.C.                $6,250,291    $5,120,286
   Greenwood Plaza                     $7,384,944    $5,332,924
      Acquisitions LLC
   Sinking Springs II, L.L.C.          $4,317,585    $2,676,477
   Sinking Springs, L.P.               $3,958,181    $3,919,222
   1631 Highway 35, L.L.C.               $969,824      $235,379
   167 Monmouth Road, L.L.C.           $2,010,780      $782,872
   2100 Highway 35, L.L.C.             $3,364,561   $20,126,806
   230 Broadway, L.L.C.                $1,024,775    $5,411,444
   264 Highway 35, L.L.C.                $804,745      $422,973
   374 Monmouth Road, L.L.C.             $756,984    $5,115,620
   55 North Gilbert, L.L.C.            $5,100,907    $3,618,102
   601 Main Street, L.L.C.             $2,486,713    $5,000,000
   6201 Route 9, L.L.C.                $1,500,048    $1,136,975
   Aberdeen Gas, L.L.C.                  $300,100           $75
   Bath Avenue Holdings, L.L.C.          $427,386    $5,002,253
   Belmar Gas, L.L.C.                    $902,777    $7,000,000
   Berkeley Heights Gas, L.L.C.        $3,765,774    $9,590,389
   Brick Gas, L.L.C.                     $569,110            $0
   Dover Estates, L.L.C.               $5,000,000    $2,078,935
   Dwek Gas, L.L.C.                    $3,909,148    $3,000,000
   Dwek Hopatchung, L.L.C.               $901,509      $645,506
   Dwek Income, L.L.C.                 $8,491,631   $12,071,262
   Dwek Ohio, L.L.C.                     $630,065      $504,185
   Dwek Pennsylvania, L.P.             $1,505,779    $1,142,160
   Dwek Wall, L.L.C.                   $4,283,804    $2,213,029
   Dwek Woodbridge, L.L.C.             $4,995,979    $2,863,687
   Kadosh, L.L.C.                        $900,121      $750,395
   Lacey Land, L.L.C.                    $850,027      $290,075
   Monmouth Plaza, L.L.C.                $752,829      $399,380
   P&Y Holdings, L.L.C.                  $637,630      $338,640
   Sugar Maple Estates, L.L.C.         $7,520,388    $5,472,159
   West Bangs Avenue, L.L.C.             $500,536      $248,343
   Beach Mart, L.L.C.                    $855,318    $5,468,135

A list of 180 largest unsecured creditors for the debtor-
affiliates that filed before August 24, 2007, is available for
free at http://researcharchives.com/t/s?232f

A. WLB Center, LLC's List of its Four Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property                 Property                $1,310
Management, LLC                  Management
167 Monmouth Road
Oakhurst, NJ 07755

JCP&L                                                   Unknown
P.O. Box 3687
Akron, OH 44309-3687

NJ American Water Co.                                   Unknown
P.O. Box 371331
Pittsburgh, PA 15250-7331

NJNG                                                    Unknown
P.O. Box 1378
Belmar, NJ 07715-0001

B. Asbury Gas, LLC's List of its Seven Largest Unsecured
Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Brinkerhoof Environmental        Environmental         $122,415
Services                         Services at former
1913 Atlantic Avenue             Gulf Service
Suite R5                         Station
Manasquan, NJ 08736

Capital Property                 Property Management     $4,000
Management, LLC
167 Monmouth Road
Oakhurst, NJ 07755

Dickstein Associates Agency      Insurance               $2,844
4001 Asbury Avenue
Neptune, NJ 07753

JCP&L                            Utilities                 $129

NJ DEP                                                  Unknown

Township of Neptune                                        $785
Sewer Authority

Rent-A-Fence, Inc.                                         $196

C. Jemar Enterprises, LLC's List of its Three Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Coastal Property                 Property                  $120
Maintenance, LLC                 Maintenance
167 Monmouth Road
Oakhurst, NJ 07755

Cutting Edge Lawn Service, LLC                             $350
17 Tall Oaks Drive
Hazlet, NJ 07730

NJ DEP                                                  Unknown
401 East State Street
Trenton, NJ 08625

D. Melville Dwek, LLC's List of its Two Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property                 Property                $4,000
Management, LLC                  Management
167 Monmouth Road
Oakhurst, NJ 07755

NJ DEP                                                  Unknown
401 East State Street
Trenton, NJ 08625

E. Newport WLB, LLC's List of its 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Penn Federal Savings Bank                               $45,074
[unknown address]

Key Equipment Finance Co.                                $4,824
P.O. Box 203901
Houston, TX 77216-3901

NJ American Water Co.                                    $2,011
P.O. Box 371331
Pittsburgh, PA 15250-7331

Cutting Edge Lawn                                        $1,696
Service, LLC

Kleen Rite                                               $1,353

Morris County Elevator                                     $198

NJ Natural Gas Co.                                         $171

JRG Termite & Pest Control       Tenant                    $128

Dew Drop Lawn Sprinklers, LLC                               $53

Meridian Health Realty Corp.     Tenant                 Unknown

Dr. Christian Pierson            Tenant                 Unknown

Sovereign Bank                   Tenant                 Unknown

F. Red Bank Gas, LLC's List of its Four Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property                 Property                $4,000
Management, LLC                  Management
167 Monmouth Road
Oakhurst, NJ 07755

DMR Lawns & Landscapes, Inc.     Landscaping             $1,160
28 Broad Street
Eatontown, NJ 07724

Coastal Property                 Property                  $883
Maintenance, LLC                 Management
167 Monmouth Road
Oakhurst, NJ 07755

NJ DEP                                                  Unknown
401 East State Street
Trenton, NJ 08625

G. WLB Highway, LLC and Tinton Falls Land, LLC do not have
   any creditors who are not insiders.

D. Copper Gables, LLC's List of its Five Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Shore Mechanical Services                                $1,541
407 N. Riverside Drive
Neptune, NJ 07753

N.J. American Water Co.          Utilities               $1,072
Box 371331
Pittsburgh, PA 15250-7331

J.C.P.&L.                        Utilities               $1,070
P.O. Box 3687
Akron, OH 44309-3687

Cutting Edge Lawn Service,       Landscaping             $1,070
L.L.C.

Coastal Property  Maintenance,   Property                  $389
L.L.C.                           Maintenance

E. Dwek Homes, LLC's List of its 15 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Township of Lakewood             1745 Ridge             Unknown
212 Fourth Street                Avenue,
Lakewood, NJ 08701               Lakewood, NJ
                                 Property held by
                                 Joseph Dwek and
                                 Yeshua, L.L.C.,
                                 transferred
                                 pursuant to Interim
                                 Settlement
                                 Agreement; value
                                 of security:
                                 $345,000

                                 178 Williamsburg       Unknown
                                 Lane, Lakewood,
                                 NJ Property held
                                 by Joseph Dwek
                                 and Yeshua, L.L.C.,
                                 transferred
                                 pursuant to Interim
                                 Settlement
                                 Agreement; value
                                 of security:
                                 $165,000

                                 335 Woodlake           Unknown
                                 Manor Drive,
                                 Lakewood, NJ
                                 Property held by
                                 Joseph Dwek and
                                 Yeshua, L.L.C.,
                                 transferred
                                 pursuant to Interim
                                 Settlement
                                 Agreement; value
                                 of security:
                                 $155,000

                                 627 River Avenue,      Unknown
                                 Lakewood, NJ
                                 Property held by
                                 Joseph Dwek and
                                 Yeshua, L.L.C.,
                                 transferred
                                 pursuant to Interim
                                 Settlement
                                 Agreement; value
                                 of security:
                                 $275,000

Coventry Square Condominium                              $1,085
Association
445 East Kennedy Boulevard
Lakewood, NJ 08701

Coastal Property Maintenance,                              $963
L.L.C.
167 Monmouth Road
Oakhurst, NJ 07755

N.J. Natural Gas Co.                                        $28

David Shoenfeld                  Lease                  Unknown

Oscar Rugama                     Lease                  Unknown

Pablo Ortega                     Lease                  Unknown

Raul Gonzalez                    Lease                  Unknown

Rosalina Vega                    Lease                  Unknown

Senaia Rosonicic                 Lease                  Unknown

Tia Askew                        Lease                  Unknown

Tiffany Strand                   Lease                  Unknown

Tisha Covington                  Lease                  Unknown

Capital Property Management,     Property               Unknown
L.L.C.                           Management

Dickstein Associates Agency      insurance              Unknown

F. Myrtle Avenue Land, LLC does not have any creditors who are
   insiders.

G. Dwek Wall Gas, LLC's List of its Two Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property Management,     Property               Unknown
L.L.C.                           Management
167 Monmouth Road
Oakhurst, NJ 07755

Dickstein Associates Agency      insurance              Unknown
4001 Asbury Avenue
Neptune, NJ 07753

H. Grant Avenue Estates, LLC's List of its Five Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property Management,     Property                $4,000
L.L.C.                           Management
167 Monmouth Road
Oakhurst, NJ 07755

Franey Muha Alliant                                      $3,939

Hochberg, Addeo & Associates,                              $670
L.L.C.

Coastal Property Maintenance,    Property                  $264
L.L.C.                           Maintenance

Dickstein Associates Agency                                $250

I. Neptune City Stores, LLC's largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property Management,     Property                $6,200
L.L.C.                           Management
167 Monmouth Road
Oakhurst, NJ 07755


SOLUTIA INC: Files Consensual Plan of Reorganization
----------------------------------------------------
Solutia Inc. filed a consensual plan of reorganization on Oct. 15,
2007, that has the support of all major constituents in its
Chapter 11 case.  The plan -- known as the fifth amended plan of
reorganization -- was filed with the U.S. Bankruptcy Court for the
Southern District of New York along with Solutia's fifth amended
disclosure statement.

As reported in the Troubled Company Reporter on Sept. 27, 2007,
Solutia secured the support of all of the major constituents in
its Chapter 11 cases for a consensual plan of reorganization,
including the Ad Hoc Committee of Solutia Noteholders, the
Official Committee of Equity Security Holders, the Official
Committee of Unsecured Creditors, Monsanto Company, Pharmacia
Corporation, the Official Committee of Retirees, and the Ad Hoc
Committee of Trade Creditors.  As part of the settlement, the
following parties executed agreements earlier this month in
support of the settlement and revised plan of reorganization:
Monsanto, noteholders controlling at least $300.1 million in
principal amount of the 2027/2037 notes, the official committee of
general unsecured creditors, the official committee of equity
security holders, the ad hoc trade committee, and Solutia.

"This consensual plan of reorganization will facilitate Solutia's
emergence from Chapter 11 as a financially healthy company,"
Jeffry N. Quinn, chairman, president and chief executive officer
of Solutia Inc., said.

             Major Terms Underlying Settlement and
                       Reorganization Plan

(1) $250 Million of New Investment

The revised plan will provide for $250 million of new investment
in reorganized Solutia.  This investment will be in the form of a
rights offering to the noteholders and general unsecured
creditors, who will be given the opportunity to purchase shares of
the new common stock on a pro rata basis at a 33.3% discount to
the implied equity value.  The rights offering will be backstopped
by a group of Solutia's creditors (i.e. they will purchase any
shares not bought by other creditors).  For this commitment they
will receive a fee of 2.50% and an allocation of 15% of the rights
offering.

The $250 million generated as a result of the rights  offering
will be used: $175 million will be set aside in a Voluntary
Employees' Beneficiary Association Retiree Trust to fund the
retiree welfare benefits for those pre-spin retirees whom receive
these benefits from Solutia; and $75 million will be
used by Solutia to pay for other legacy liabilities being retained
by the company.

(2) Relief from Tort Litigation and Environmental Remediation
    Liabilities

Consistent with Solutia and Monsanto's prior agreement, the
settlement provides that Monsanto will take on financial
responsibilities in the areas of tort litigation and environmental
remediation.

   -- Monsanto will be financially responsible for all
      current and future tort litigation costs arising from
      Pharmacia's chemical business prior to the Solutia
      spinoff.  This includes litigation arising from
      exposure to PCBs and other chemicals.

   -- Monsanto will accept financial responsibility for
      environmental remediation and clean-up obligations at
      all sites for which Solutia was required to assume
      responsibility at the spinoff but which were never
      owned or operated by Solutia.  Solutia will remain
      responsible for the environmental liabilities at sites
      that it presently owns or operates.

   -- Solutia and Monsanto will share financial
      responsibility  with respect to two sites. Under this
      cost-sharing arrangement the first $50 million of post-
      emergence remediation and cleanup costs will be funded by
      the proceeds of the rights offering described above.
      Upon emergence, Solutia would be responsible for the
      funding of these sites up to an agreed amount.
      Thereafter, if needed, Monsanto and Solutia would share
      responsibility equally.

(3) Current Equity Holders New Common Stock Purchase Option

Under the revised plan, in addition to other considerations,
current equity holders that own at least a specified number of
shares of Solutia common stock will receive rights to purchase, at
the time of the company's emergence from bankruptcy, a pro rata
share of up to 17% of the new common stock for
$175 million which is at a discount from the implied equity value
under the revised plan.  The proceeds from the sale of this equity
will fund a cash payment to Monsanto of up to $175 million.  Any
portion of the 17% of the new common stock that is not purchased
by current equity holders will be distributed to Monsanto under
the revised plan.

(4) Settlement of Litigation and Claims Objection

Each of the settling parties has agreed to stay all pending
litigation relating to Solutia's chapter 11 cases until the
effective date of the plan, at which time this litigation will be
dismissed.  This includes objections to the disclosure statement
and plan of reorganization filed by the noteholders and the equity
security holders, the adversary proceeding filed by the equity
security holders against Monsanto and Pharmacia, objections to the
claims filed in the case by Monsanto and Pharmacia, and the
noteholders' appeal of the decision in the litigation related to
the secured or unsecured nature of their claims.

(5) Composition of Board of Directors

Under the revised plan, reorganized Solutia's Board of Directors
will be comprised of nine members, including: Jeffry N. Quinn,
Solutia's chairman, president and chief executive officer; J.
Patrick Mulcahy, a current director of Solutia; one director
designated by each of Monsanto, the general unsecured creditors
and the noteholders; and four directors designated by a five-
person search committee consisting of Mr. Quinn, two
representatives from the noteholders and one representative each
from the general unsecured creditors and the ad hoc trade
creditors.  Solutia has engaged the services of Spencer Stuart, a
global search firm, to begin the process of helping identify and
recommend highly qualified board candidates.

(6) Anticipated Creditor Recoveries and Equity Ownership

Assuming full subscription to the rights offering by the
participating parties (including the backstop parties), a full
exercise of the new common stock purchase option, and an estimated
general unsecured claims pool of $342 million, the following
creditors and equity security holders will receive these
distributions:

   -- General Unsecured Creditors will receive their pro rata
      share of 31.4% of the new common stock, resulting in a
      recovery of 80.6 cents on the dollar.

   -- Noteholders will receive their pro rata share of
      43.8% of the new common stock, resulting in a
      recovery of 88.4 cents on the dollar.

   -- Monsanto will receive up to $175 million in cash.  Any
      shares of new common stock not purchased by current
      equity holders pursuant to the new common stock
      purchase option will be distributed to Monsanto and
      the cash distribution reduced accordingly.

   -- Equity Security Holders will receive their pro rate
      share of 1% of the new common stock and pursuant to
      the new common stock purchase option, holders that own
      at least a specified number of shares of Solutia
      common stock will receive rights to purchase a pro
      rata share of up to 17% of the new common stock.

      Assuming the new common stock purchase option is
      fully exercised, current equity security holders will
      own up to 18% of the new common stock.

      Additionally, current equity security holders will
      have these rights:  i) holders who own at least a
      specified number of shares of Solutia common stock will
      receive their pro rata share of five-year warrants to
      purchase 7.5% of the common stock; and ii) holders who
      own at least a specified number of shares of Solutia
      common stock will receive the right to participate in a
      buy out for cash of  general unsecured claims of less
      than $100,000 for an amount equal to 52.35% of the
      allowed amount of such claims, subject to election of
      each general unsecured creditor to sell their claim.

   -- Retirees will receive the benefits provided for under
      the terms of the settlement between Solutia and its
      retirees, which was previously announced and is not
      being altered by the settlement currently announced.
      In accordance with that settlement, the retirees, as
      a class, will receive 2% of the new common stock.
      This stock will be deposited into a VEBA trust that
      will be used to pay retiree welfare benefits.  This
      is in addition to the $175 million from the rights
      offering that will also be deposited into the VEBA
      trust.

   -- Backstop Parties (the backstoppers of the rights
      offering) will own 4.7% of the new common stock.

                    General Plan Assumptions

Solutia will be an independent, publicly traded company listed on
a national exchange.  The enterprise value of reorganized Solutia
is currently estimated to be $2.85 billion, with corresponding
implied reorganization equity value of approximately $1.2 billion.
In total, 59.75 million common shares will be issued and allocated
upon emergence, exclusive of an anticipated management incentive
plan to be approved as part of the revised plan of reorganization.

An Oct. 19, 2007 hearing has been set at which the court will be
asked to approve the disclosure statement.  Once approved, the
disclosure statement will be sent to Solutia's creditors and
equity interest holders to solicit approval of the plan.  The
solicitation period will run for 30 days from the mailing of the
solicitation materials.  Following the solicitation period, the
court will hold a hearing to confirm the plan, after which Solutia
will emerge from Chapter 11.

Full-text copies of the fifth amended plan of reorganization and
disclosure statement is available for free at
http://www.solutia.com/reorganization/

                      About Solutia Inc.

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

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

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


SOUNDVIEW HOME: Fitch Assigns Low-B Ratings on Two Cert. Classes
----------------------------------------------------------------
Fitch rates Soundview Home Loan Trust's asset-backed certificates,
series 2007-2 as:

   -- $36.3 million classes A and A-IO senior certificates
      'AAA' (144A);

   -- $11.7 million class M-1 'AA-' (144A);

   -- $4.9 million class M-2 'A' (144A);

   -- $6.6 million class M-3 'BBB' (144A);

   -- $4.4 million class M-4 'BB' (144A);

   -- $2.6 million class M-5 'B' (144A)

The 'AAA' rating on the senior certificates reflects the 54.85%
subordination provided by the 14.60% class M-1, 6.05% class M-2,
8.25% class M-3, 5.45% class M-4, 3.20% class M-5, and non-rated
17.30% class M-6.  All of the certificates in this transaction are
privately-offered.  Fitch believes the above credit enhancement
will be adequate to support mortgagor defaults in limited amounts.

In addition, the ratings also reflect the quality of the
underlying mortgage collateral, strength of the legal and
financial structures, the servicing capabilities of Countrywide
Home Loans Servicing LP (rated 'RPS1-' by Fitch) and Litton Loan
Servicing LP (rated 'RPS1'), and the master servicing capabilities
of Wells Fargo Bank, N.A., (rated 'RMS1'). Deutsche Bank National
Trust Company is the trustee.

The mortgage trust consists of 2,073 fixed-rate and adjustable-
rate, first and second lien residential mortgage loans originated
by WMC Mortgage Corp. (61.89%), Mellon Bank (20.27%), New Century
Mortgage Corporation (11.98%) and other originators (5.86%)
totaling $80,456,070 as of the cut-off date (Sept. 1, 2007).

The mortgage pool has an average principal balance of $38,811 and
a weighted average mortgage rate of 10.513%.  The pool has an
approximate weighted-average loan-to-value ratio of 88.94% and a
weighted average FICO of 656.  Cash-out refinance loans represent
37.46% of the mortgage pool and second homes represent 5.22%.  The
state that represents the largest portion of mortgage loans is
Florida (11.41%).

Financial Asset Securities Corp., a Delaware corporation and an
affiliate of Greenwich Capital Markets, Inc., deposited the loans
in the trust, which issued the certificates.  One or more
elections will be made to treat designated portions of the trust
as real estate mortgage investment conduits for federal income tax
purposes.


STEEL DYNAMICS: Completes $700 Mil. 7-3/8% Senior Notes Offering
----------------------------------------------------------------
Steel Dynamics Inc. has consummated an unsecured note offering of
$700 million of 7-3/8% Senior Notes due 2012.

The net proceeds from the Notes will be used to finance the
company's planned acquisition of OmniSource Corporation and to
repay a portion of the amounts outstanding under its senior
secured revolving credit facility.

In the event that the company does not consummate the acquisition,
the net proceeds will be used to repay indebtedness outstanding
under its senior secured credit facilities and for general
corporate purposes.

These debt securities were offered in a transaction exempt from
the registration requirements of the Securities Act of 1933 and
have not been registered under the Securities Act of 1933, or any
state securities laws, and may not be offered or sold in the
United States, absent registration under, or an applicable
exemption from, the registration requirements of the Securities
Act of 1933 and applicable state laws.

                  About OmniSource Corporation

Based in Fort Wayne, Indiana, OmniSource Corporation --
http://www.omnisource.com/-- is a privately held company that is
one of North America's metal recycling companies.  The company
employs 2,100 people in 42 locations across the eastern U.S. and
Canada.

                      About Steel Dynamics

Headquartered in Fort Wayne, Indiana, Steel Dynamics Inc. (Nasdaq:
STLD) -- http://www.steeldynamics.com/-- produces a broad array
of high-quality flat-rolled, structural and bar steels at its
three Indiana steel mini-mills and steel-processing operations.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 8, 2007,
Moody's Investors Service assigned a Ba2 rating to Steel Dynamics
Inc's $500 million senior unsecured guaranteed debt issuance.

At the same time, Moody's affirmed SDI's Ba1 corporate family
rating, its Ba1 probability of default rating, the Ba2 rating on
its existing guaranteed senior unsecured bonds and
debentures and the Ba2 rating on its convertible subordinated
notes.  The rating outlook is stable.


SWIFT ENERGY: Acquires Escondido Resources for $249.5 Million
-------------------------------------------------------------
Swift Energy Company closed the previously announced acquisition
of property interests from Escondido Resources, LP, a privately
held company with an effective date of July 1, 2007.

These South Texas properties are located on an aggregate 82,900
acres in the Sun TSH area in La Salle County, the Briscoe Ranch
area primarily in Dimmit County, and the Las Tiendas area in Webb
County.  During the second quarter of 2007 these properties
produced about 21 MMcfe per day, and production is approximately
85% natural gas and natural gas liquids.

The final purchase price of the property interests closed was
$249.5 million and is subject to post-closing adjustments.  This
acquisition was funded with about $220 million of bank borrowings
under the company's credit facility, and the balance with cash-on-
hand and the initial performance deposit.  Swift Energy expects
that this acquisition will increase its production in the fourth
quarter 2007 by 1.3 to 1.5 billion cubic feet equivalent.

Based in Houston, Texas, Swift Energy Company (NYSE: SFY)
-- http://www.swiftenergy.com/-- is an independent oil and
natural gas company engaged in the development, exploration,
acquisition, and operation of oil and gas properties, with a focus
in the United States on onshore and inland water areas of the
Louisiana and Texas Gulf Coast and a focus in New Zealand on the
north island's Taranaki Basin.  The company was founded in 1979.

                         *     *     *

In May 2007, Moody's placed the company's long-term corporate
family rating and probability of default rating at Ba3, and senior
unsecured debt rating at B1.  These ratings still hold true to
date.  The outlook is negative.

Standard & Poor's placed the company's long-term foreign and local
issuer credits at BB- in December 2000, which still holds true to
date.


UNICO INC: Aug. 31 Balance Sheet Upside-Down by $3.9 Million
------------------------------------------------------------
Unico Inc.'s consolidated balance sheet at Aug. 31, 2007, showed
$5.9 million in total assets and $9.8 million in total
liabilities, resulting in a $3.9 million total shareholders'
deficit.

The company's consolidated balance sheet at Aug. 31, 2007,
likewise showed strained liquidity with $24,982 in total current
assets available to pay $9.8 million in total current liabilities.

For the three months ended August 31, 2007 and August 31, 2006,
Unico reported no revenues. For the six months ended August 31,
2007 and August 31, 2006, Unico reported no revenues.

The company reported a net loss of $6.0 million for the second
quarter ended Aug. 31, 2007, compared with a net loss of
$3.4 million for the same period last year.

For the three months ended Aug. 31, 2007, and Aug. 31, 2006, Unico
reported no revenues.

Unico attributes the $2.6 million increase in net loss primarily
to an increase in interest expense and an increase in loss on
settlement of debt.

                           Liquidity

The company's cash as of Aug. 31, 2007, when combined with
$250,000 additional cash the company received in early September
2007, will sustain operations for approximately 60 days.  The
company intends to raise an additional $2,500,000 to $3,000,000
during the balance of the current fiscal year.

Full-text copies of the company's consolidated financial
statements for the quarter ended Aug. 31, 2007, are available for
free at http://researcharchives.com/t/s?243d

                      Going Concern Doubt

As reported in the Troubled Company Reporter on June 15, 2007, HJ
Associates & Consultants LLP, in Salt Lake City, expressed
substantial doubt about Unico Inc.'s ability to continue
as a going concern after auditing the company's financial
statements for the years ended Feb. 28, 2006, and 2005.  The
auditing firm pointed to the company's recurring losses from
operations and stockholders' deficit.

                        About Unico Inc.

Based in San Diego, Calif., Unico Inc. (OTC BB: UCOI.OB) --
http://www.unicomining.com/-- explores, develops, and produces
precious metals, primarily gold, silver, lead, zinc, and copper
concentrates.  Its mining properties include Deer Trail Mine,
Bromide Basin Mine, and Silver Bell Mine.  The company, formerly
known as Red Rock Mining Co. Incorporated., was founded in 1966
and changed its name to Industries International Incorporated.
Subsequently, the company changed its name to I.I. Incorporated
and to Unico Incorporated in 1979.


UNITED AGRI: S&P Affirms 'BB-' Term Loan Rating
-----------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on United
Agri Products Inc.'s senior secured financing to reflect $75
million of incremental term loans in addition to the
$150 million of incremental term loans that were rated on
Sept. 6, 2007.  The senior secured credit facilities now comprise
a $675 million asset-based revolving credit facility and a $398.2
million term loan (upsized from $322.8 million on Sept. 6, 2007).

The 'BB+' bank loan rating on the ABL is affirmed.  The ABL
recovery rating remains unchanged at '1', indicating an
expectation of very high (90%-100%) recovery in the event
of a payment default.

The 'BB-' term loan rating is affirmed , and the recovery rating
remains unchanged at '3', indicating expectations of meaningful
(50%-70%) recovery in the event of a payment default.

The disparity in recovery ratings between the ABL and the term
loan is a function of the collateral packages supporting each
facility.  The ABL has a first lien on current assets and a second
lien on other assets.  The term loan has a second lien on current
assets and a first lien on other assets.

"We assume the ABL revolver is paid in full before the term loan
receives any of the residual value from current assets," said
Standard & Poor's credit analyst Jayne Ross.


Ratings List

United Agri Products Inc.
UAP Holding Corp.
Corporate Credit Rating               BB-/Stable/--

Ratings Affirmed
United Agri Products Inc.
Senior Secured Asset-Based Revolver   BB+
  Recovery Rating                      1
Senior Secured Term Loan              BB-
  Recovery Rating                      3


WYNN RESORTS: Strong Performance Cues S&P to Lift Rating to BB
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Las
Vegas, Nevada-based Wynn Resorts Ltd. and its wholly owned
subsidiary, Wynn Las Vegas LLC, and removed them from CreditWatch,
where they were placed with positive implications on Sept. 28,
2007.  The corporate credit rating was raised to 'BB' from 'BB-'
and the rating outlook is stable.

At the same time, Standard & Poor's assigned its 'B+' senior
unsecured debt rating to Wynn Resorts Ltd.'s $1 billion delayed-
draw term loan.

"The ratings upgrade reflects continued strong performance at Wynn
Las Vegas, which has consistently been one of the top performers
on the Las Vegas Strip, as well as solid initial results from Wynn
Macau, which opened in September 2006," said Standard & Poor's
credit analyst Ben Bubeck.  "Furthermore, following a recent
equity offering, as well as expected proceeds from the delayed-
draw term loan, Wynn's liquidity position is likely to be adequate
to fund its intermediate term capital projects, including Encore
in Las Vegas and Wynn Diamond Suites in Macau, and positions the
company well for
longer term projects in Cotai and Las Vegas."

The ratings on Wynn reflect its significant debt burden and
relatively aggressive intermediate and long-term capital spending
strategy, as well as its small portfolio of just two properties
located in highly competitive markets.  Still, the company's
assets are among the highest quality in the gaming sector,
operating results have been solid in both Las Vegas and Macau, and
S&P expect market conditions in each location to remain robust.

Wynn Resorts Ltd. is a holding company. Its primary efforts,
through its subsidiaries, currently are focused on developing and
operating casino resort assets in Las Vegas and Macau.  Standard &
Poor's views Wynn Resorts and Wynn Las Vegas as a consolidated
enterprise.  While this does not mean Wynn Las Vegas will be rated
at the same level as the parent at all times, S&P deem the
strategic relationship between the parent and the subsidiary an
important factor that always will have a bearing on the rating of
each entity, despite their distinct financing structures.  This
view is supported by the strategic
importance of Wynn Las Vegas to Wynn Resorts, and by management's
ultimate fiduciary obligation to the shareholders of the
consolidated enterprise.

Combined adjusted EBITDA during the 12 months ended June 2007 was
about $592 million.  Pro forma debt leverage will increase to the
low-to-mid 5x area from 3.8x following the expected draw on the
unsecured term loan.  However, proceeds from these debt offerings
will bolster cash balances ahead of spending for Encore over the
next several quarters.  While consolidated credit measures are
weaker following this transaction, S&P expect credit measures to
improve over the intermediate term, particularly with the opening
of Encore in early 2009.  Moreover, given the company's adequate
liquidity position to fund ongoing projects and S&P's expectation
that those projects will generate good returns, S&P are
comfortable looking through the near-term spike in debt leverage.


* Chris Benoit's Doctor Files Chapter 7 Petition in Georgia
-----------------------------------------------------------
Dr. Phil Astin III has filed for protection under Chapter 7 of the
Bankruptcy Code with the U.S. Bankruptcy Court for the Northern
District of Georgia.

Dr. Astin is alleged to have overprescribed steroids to former
professional wrestler Chris Benoit.

Benoit, in June 2007, committed suicide after killing his wife and
7-year-old son.  Steroid abuse was pinpointed as one likely reason
after anabolic steroids were found in the wrestler's house and
toxicology tests conducted by authorities showed that Benoit had
10 times the normal level of testosterone in his body.

Court records show that Dr. Astin's assets as less than $10,000
and liabilities of around $50,000.

According to John Hollis of the Atlanta Journal-Constitution, Dr.
Astin has been under house arrest since Benoit's death and faces
seven counts of overprescribing drugs to two persons other than
Benoit.

In an interview with the Atlanta Journal-Constitution, Dr. Astin
relates that he had spent around $50,000 for defense costs and had
hoped to pay by selling several parcels of property.  However, tax
liens filed by the federal government prevented the sale of these
assets, Mr. Hollis adds.

Mr. Hollis discloses that since his arrest, Dr. Astin has been
unable to work and received foreclosure notices on his real estate
properties.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                               Total
                               Shareholders    Total     Working
                               Equity          Assets    Capital
  Company              Ticker  ($MM)           ($MM)      ($MM)
  -------              ------  ------------    ------    -------
Absolute Softwre        ABT          (1)          63       22
AFC Enterprises         AFCE        (31)         158        3
Alaska Comm Sys         ALSK        (23)         562       19
Apex Silver Mine        SIL        (131)       1,385      146
AthenaHealth Inc        ATHN        (18)          44       (2)
Authentic Inc           AUTH         (4)          22        0
Bare Escentuals         BARE       (162)         196       68
Bearingpoint Inc        BE         (338)       1,836       133
Blount International    BLT         (89)         471       141
CableVision System      CVC      (5,064)      10,072        17
Carrols Restaurant      TAST        (18)         459      (36)
Cell Therapeutic        CTIC        (85)          90       21
Centennial Comm         CYCL     (1,078)       1,322       20
Cheniere Energy         CQP        (181)       1,935      145
Choice Hotels           CHH         (72)         332      (33)
Cincinnati Bell         CBB        (744)       1,953       (2)
Claymont Stell          PLTE        (41)         152       72
Compass Minerals        CMP         (49)         674      139
Corel Corp.             CRE         (16)         261      (31)
Crown Holdings          CCK         (90)       6,793      428
Crown Media HL          CRWN       (588)         749       63
CV Therapeutics         CVTX       (129)         308      226
Cyberonics              CYBX        (17)         135      (28)
Dayton Superior         DSUP        (99)         337       95
Deluxe Corp             DLX           0        1,410     (164)
Denny's Corporation     DENN       (207)         439      (54)
Domino's Pizza          DPZ      (1,434)         474       87
Dun & Bradstreet        DNB        (425)       1,418     (268)
Einstein Noah Re        BAGL        (46)         136       (3)
Emeritus Corp.          ESC        (111)         950      (62)
Empire Resorts I        NYNY        (12)          71       10
Enzon Pharmaceutical    ENZN        (57)         355      166
Extendicare Real        EXE-U       (16)       1,331      146
Foamex Intl             FMXI       (257)         566      146
Ford Motor Co           F        (1,422)     287,939   (4,704)
Gencorp Inc.            GY          (31)       1,082       74
General Motors          GM       (2,290)     186,527   (4,638)
Graftech International  GTI          (4)         788      260
Healthsouth Corp.       HLS      (1,292)       2,402     (463)
I2 Technologies         ITWO         (6)         195       39
ICO Global C-New        ICOG       (116)         628      146
IDEARC Inc              IAR      (8,575)       1,576      326
IMAX Corp               IMX         (64)         220       12
IMAX Corp               IMAX        (64)         220       12
Incyte Corp.            INCY       (120)         309      250
Indevus Pharma          IDEV        (75)         156       14
Intermune Inc           ITMN        (68)         241      181
ITC Deltacom Inc        ITCD        (49)         409        9
Koppers Holdings        KOP         (44)         699      196
Linear Tech Corp        LLTC       (708)       1,219      681
Lockerbie & Hole        LH           (3)         123      (25)
McMoran Exploration     MMR         (50)         446       (1)
Mediacom Comm           MCCC       (120)       3,624     (278)
National Cinemed        NCMI       (559)         446       40
Navisite Inc            NAVI        (14)         116       11
New River Pharma        NRPH       (110)         152      (19)
Nexstar Broadcasting    NXST        (81)         704      (20)
NPS Pharm Inc           NPSP       (226)         150     (107)
ON Semiconductor        ONNN       (118)       1,428      322
PRG-Schultz Intl        PRGX        (63)         114       16
Primedia Inc            PRM        (426)       1,233      770
Protection One          PONN         (4)         678     (302)
Qwest Communication     Q        (1,556)      20,389   (1,263)
Radnet Inc.             RDNT        (49)         393       38
Ram Energy Resources    RAME         (1)         203       (8)
Regal Entertainment     RGC         (96)        2677      (89)
Riviera Holdings        RIV         (24)         443       28
RSC Holdings Inc        RRR        (129)       3,430     (202)
Rural Cellular          RCCC       (602)       1,260       14
Sealy Corp.             ZZ         (128)       1,023       40
Sipex Corp              SIPX        (18)          44        2
Sirius Satellite        SIRI       (539)       1,688     (176)
St. John Knits Inc.     SJKI        (52)         213       80
Station Casinos         STN        (167)       3,745      (62)
Stelco Inc              STE        (108)       2,734      726
Town Sports Int.        CLUB        (12)         459      (52)
Unisys Corp.            UIS          (2)       3,832       40
VMWare Inc-CL A         VMW        (138)       1,422       23
Voyager Learning        VLCY        (53)         917     (637)
Weight Watchers         WTW        (991)       1,046      (85)
Western Union           WU          (86)       5,328      945
Westmoreland Coal       WLB        (115)         764      (51)
Worldspace Inc.         WRSP     (1,683)         424      (20)
WR Grace & Co.          GRA        (390)       3,706      922
XM Satellite            XMSR       (597)       1,813     (153)
Xoma Ltd                XOMA        (14)          68       23

                             *********

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 ***