TCR_Public/071017.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, October 17, 2007, Vol. 11, No. 246

                             Headlines

1024 WEST CATALPA: Voluntary Chapter 11 Case Summary
AEGIS ASSET: S&P Lowers Ratings on 18 Certificate Classes
AFFILIATED COMPUTER: Earns $37.6 Million in 4th Qtr. Ended June 30
AIRPORT GOLF: Case Summary & 20 Largest Unsecured Creditors
ALLEGHENY ENERGY: Earns $77 Million in 2nd Quarter Ended June 30

ALLISON TRANSMISSION: S&P Rates $550 Million Toggle Notes at 'B-'
ALLTEL CORPORATION: Subsidiaries Commence Cash Tender Offers
APRIA HEALTHCARE: Buying Coram Inc.'s Stake for $350 Mil. Cash
ARROW ELECTRONICS: Earns $99.2 Million in Quarter Ended June 30
ARVINMERITOR INC: Inks Joint Venture Pact with TRW Automotive

AURORA DAIRY: Faces Suit Over Sale of Fraudulent Milk
AVADO BRANDS: Panel Taps Pepper Hamilton as Delaware Counsel
BARRICADE BOOKS: Three Pending Suits Lead to Bankruptcy Filing
BAUSCH & LOMB: Inks Agreement Selling $650 Million of Notes
BEAZER HOMES: Solicits Consents from Holders of $1.5 Bil. Notes

BELMONT HOMES: Case Summary & Five Largest Unsecured Creditors
BIEHLER COMPANIES: Case Summary & 20 Largest Unsecured Creditors
CALPINE CORP: Wants Equity Panel's Leave Request Denied
CALPINE CORP: Wants Rule 2004 Exam on Likely New Owners
CALPINE CORP: Wants Approval to Supplement Written DS Order

CHRYSLER LLC: Will Fund Employees' Health Trust With $8.8 Bil.
COLLINS & AIKMAN: Joint Amended Plan Effective as of October 12
COLLINS & AIKMAN: Shuts Down Operation After Asset Sale Completion
COLLINS & AIKMAN: Continues Sale of 400 Patents Despite Closure
COOLSPORTS INC: Files List of 11 Largest Unsecured Creditors

COOPER TIRE: Closes $7.4MM Rongcheng Stake Sale to ArcelorMittal
DAVID GALLOWAY: Case Summary & 13 Largest Unsecured Creditors
DELPHI CORP: To Sell Interiors and Closures Biz for $106 Mil.
DR HORTON: Net Sales Orders Drop, Cancellation Rate Rises 48%
EAGLE BROADBAND: Closes Asset Sale Pact With Nighthawk Systems

EL PASO: Units Receive Requisite Consents on Notes Offerings
FIRST DATA: Fitch Rates $2 Billion Senior Unsecured Notes at B-
FIRST MAGNUS: Gets Court's OK to Hire Greenberg Traurig as Counsel
FIRST MAGNUS: Says BofA's Objection to Cash Collateral Use is Moot
FIRST MAGNUS: Financial Advisor MCA Asks Court to Raise Fee Cap

FIRST MAGNUS: WNS Sees $30MM Rejection Claim Under Trinity Deals
FORD MOTOR: Expects to Sell British Marques in Two Months
FUNDING CO: S&P Assigns 'B' Corporate Credit Rating
GENERAL MOTORS: S&P Says Ratings Remain on Positive CreditWatch
HIDDEN SPLENDOR: Case Summary & 40 Largest Unsecured Creditors

HOMEBANC CORP: Wants December 18 Set as General Claims Bar Date
HOMEBANC CORP: Court Approves MountainView Servicing as Broker
HOMEBANC: Gets Nod to Pay Incentives to "Hands On" Managers
INDIANAPOLIS DOWNS: High Debt Leverage Cues S&P's "B" Rating
INDIANAPOLIS DOWNS: Moody's Rates $50 Million Senior Notes at Caa2

ISOTIS INC: Adjourns Special Stockholders Meeting to October 23
JOCKEYS' GUILD: Case Summary & 20 Largest Unsecured Creditors
JW KENNEDY: Files List of 11 Largest Unsecured Creditors
LE-NATURE'S INC: Ch. 11 Trustee Puts 168-Acre Farmland for Sale
LEVEL 3: Commences Search for New CFO to Replace Sunit Patel

LINENS 'N THINGS: Weak Performance Cues S&P to Cut Rating to B-
LKQ CORP: Completes $48/Share Purchase of Keystone Automotive
MAXIMUM DEVELOPERS: Case Summary & 4 Largest Unsecured Creditors
MICHAEL BAILEY: Voluntary Chapter 11 Case Summary
MORGAN STANLEY: S&P Holds Low-B Ratings on Six Cert. Classes

MOVIE GALLERY: Files for Chapter 11 Protection in Virginia
MOVIE GALLERY: Bankruptcy Filing Cues S&P's Default Debt Rating
MOVIE GALLERY: Gets Interim Approval on $140 Mil. DIP Financing
MOVIE GALLERY: Case Summary & 30 Largest Unsecured Creditors
OFF-TRACK BEDDING: Files List of 20 Largest Unsecured Creditors

OGLEBAY NORTON: Carmeuse Deal Cues S&P to Revise CreditWatch
PAC-WEST TELECOMM: Plan Confirmation Hearing Set for October 22
PAC-WEST TELECOMM: Court Okays $2.9 Mil. Asset Sale to Colocation
PALISADES MEDICAL: Moody's Cuts Bond Rating from Baa3 to Ba1
PERFORMANCE PROPERTIES: Case Summary & 12 Largest Unsec. Creditors

PRESTINA CROMWELL: Case Summary & 15 Largest Unsecured Creditors
REFCO INC: Trusts Seek Return of $400 Mil. from Former Insiders
REMY WORLDWIDE: Wants to Employ AP Services as Crisis Manager
REMY WORLDWIDE: Wants to Assume Caterpillar Inventory Agreement
RMBS: S&P Completes Ratings Review on Commercial Paper Conduits

RUFFIN ROAD: Voluntary Chapter 11 Case Summary
SENTINEL MGT: Trustee Can Hire Navigant as Financial Advisor
SHARPER IMAGE: Judge Altonaga Rejects Proposed Settlement
SHAW GROUP: Names Brian Ferraioli as Chief Financial Officer
SMALL WORLD: Acquired Out of Bankruptcy by Former Managers

SOLOMON DWEK: Case Summary & 240 Largest Unsecured Creditors
TALLUS L.P.: Case Summary & 20 Largest Unsecured Creditors
TARGA RESOURCES: Commences Public Offering of 12.5 Mil. Shares
TEKTRONIX INC: $2.85 Bil. Danaher Deal Cues S&P's Positive Watch
THORNBURG MORTGAGE: Paying Preferred Stock Dividends on Nov. 15

TOYS “R” US: Mothers Call on KKR to Adopt Child Safety Measures
TRANSLAND FIN'L: Examiner Says Debtor Improperly Used $27.4 Mil.
TRW AUTOMOTIVE: Inks Joint Venture Pact with Arvinmeritor Inc.
UAP HOLDING: Earns $35 Million in Quarter Ended August 26
VITAMIN SHOPPE: S&P Affirms 'B' Corporate Credit Rating

W&T OFFSHORE: Earns $45.5 Million in Second Quarter Ended June 30

* Fitch Says Credit Quality for U.S. Airlines Will Be Limited
* Food Industries Have Substantial Liquidity, Fitch Says
* Moody's Says U.S. High-Yield Media Firms Have Good Liquidity

* Featured Conferences by Beard Audio for October 2007

* Upcoming Meetings, Conferences and Seminars


                             *********

1024 WEST CATALPA: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: 1024 West Catalpa, L.L.C.
        405 North Wabash
        Chicago, IL 60611
        Tel: (312) 215-3777

Bankruptcy Case No.: 07-18947

Chapter 11 Petition Date: October 14, 2007

Court: Northern District of Illinois (Chicago)

Debtor's Counsel: Walter R. Dale, Esq.
                  5555 South Everett Avenue, Suite 9C
                  Chicago, IL 60637
                  Tel: (312) 925-2583
                  Fax: (773) 288-1505

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.


AEGIS ASSET: S&P Lowers Ratings on 18 Certificate Classes
---------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on two
classes of mortgage-backed securities from Aegis Asset Backed
Securities Trust's series 2003-3.  At the same time, S&P lowered
its ratings on 18 certificates from seven different Aegis Asset
Backed Securities transactions.  Of the 18 lowered ratings, three
were removed from CreditWatch with negative implications.  In
addition, the rating on class M-2 from series 2003-1 remains on
CreditWatch with negative implications.  Lastly, S&P affirmed its
ratings on 38 other certificates from various Aegis Asset Backed
Securities Trust transactions.

The raised ratings on classes M1 and M2 from series 2003-3 were
due to the structure of the transaction, which has allowed
available credit enhancement to increase.  For both classes, the
projected credit support multiples are at least 2x the original
credit enhancement percentages at the raised rating levels.
Because this transaction is failing its cumulative loss trigger,
it is currently paying sequentially from top to bottom.  Given
this payment sequence, class M-1 will be the next to pay off,
followed by class M-2, thus warranting the upgrades to these
classes.

The lowered ratings reflect deteriorating collateral performance.
As of the September 2007 remittance period, the projected credit
support levels were not sufficient for the previous rating
categories.  In addition, the overcollateralization amounts for
the seven transactions are below their target amounts.  The six-
month average net loss amount is greater than the 12-month average
net loss amount for six of the seven downgraded transactions.  The
level of delinquencies in the pools suggests that this trend is
likely to continue.

The affirmations are based on credit support percentages that were
sufficient for the current rating categories as of the September
2007 reporting period.  Credit enhancement for these transactions
is provided by a combination of O/C, excess interest, and
subordination.

The rating on class M-2 from series 2003-1 remains on CreditWatch
with negative implications because the performance of this class
has not improved since S&P's last review, which was conducted in
April 2007.

While the seasoning of these pools ranges from 33 to 53 months,
cumulative losses range from 1.95% (series 2004-5) to 3.78%
(series 2003-2) of the respective original principal balances.
Serious delinquencies (90-plus days, foreclosures, and REOs) range
from 10.85% (series 2004-4) to 26.25% (series 2003-1) of the
respective current principal balances.

The underlying collateral for these certificates consists
primarily of conventional, first- or second-lien, adjustable- or
fixed-rate, fully amortizing and balloon subprime residential
mortgage loans.  The mortgage loans were originated in accordance
with underwriting guidelines that target nonconforming loans or
subprime mortgage loans.


                        Ratings Raised

              Aegis Asset Backed Securities Trust

                                       Rating
                                       ------
            Series     Class       To          From
            ------     -----       --          ----
            2003-3     M1          AAA         AA
            2003-3     M2          AA-         A

     Ratings Lowered and Removed from Creditwatch Negative

              Aegis Asset Backed Securities Trust

                                       Rating
                                       ------
             Series     Class       To         From
             ------     -----       --         ----
             2003-2     B           CCC        B/Watch Neg
             2003-3     B           CCC        BB/Watch Neg
             2004-1     B3          CCC        BB/Watch Neg

                       Ratings Lowered

              Aegis Asset Backed Securities Trust

                                       Rating
                                       ------
               Series     Class     To        From
               ------     -----     --        ----
               2003-3     M3        BB        A-
               2004-1     M3        BBB       A-
               2004-1     B1        B         BBB+
               2004-1     B2        CCC       BBB
               2004-2     B2        BB        BBB
               2004-2     B3        B-        BBB-
               2004-3     B1        BBB       BBB+
               2004-3     B2        B+        BBB
               2004-3     B3        B         BBB-
               2004-5     B1        BB        BBB+
               2004-5     B2        B+        BBB
               2004-5     B3        B         BBB-
               2004-5     B4        CCC       BB
               2004-6     B2        BBB       BBB+
               2004-6     B3        B+        BBB

            Rating Remaining on Creditwatch Negative

               Aegis Asset Backed Securities Trust

                Series     Class            Rating
                ------     -----            ------
                2003-1     M-2              B/Watch Neg

                        Ratings Affirmed

              Aegis Asset Backed Securities Trust

              Series     Class               Rating
              ------     -----               ------
              2003-1     M1                  AA
              2003-2     M1                  AA
              2003-2     M2                  A
              2004-1     M1                  AA
              2004-1     M2                  A
              2004-2     A1, A3, A5          AAA
              2004-2     M1                  AA
              2004-2     M2                  A
              2004-2     M3                  A-
              2004-2     B1                  BBB+
              2004-3     A1, A2-B            AAA
              2004-3     M1                  AA
              2004-3     M2                  A
              2004-3     M3                  A-
              2004-4     A1, A-2B            AAA
              2004-4     M1                  AA
              2004-4     M2                  A
              2004-4     M3                  A-
              2004-4     B1                  BBB+
              2004-4     B2                  BBB
              2004-4     B3                  BBB-
              2004-5     IA3, IIA            AAA
              2004-5     M1                  AA
              2004-5     M2                  A
              2004-5     M3                  A-
              2004-6     IA3, IIA1, IIA2     AAA
              2004-6     M1                  AA
              2004-6     M2                  A+
              2004-6     M3                  A
              2004-6     B1                  A-


AFFILIATED COMPUTER: Earns $37.6 Million in 4th Qtr. Ended June 30
------------------------------------------------------------------
Affiliated Computer Services Inc. reported net income of
$37.6 million for the fourth quarter ended June 30, 2007, compared
with net income of $86.1 million for the same period last year.
Fourth quarter fiscal year 2007 revenues were $1.52 billion, a 10%
increase compared to fourth quarter fiscal year 2006 revenues of
$1.38 billion.

Fiscal year 2007 revenues were $5.77 billion, compared with
revenues of $5.35 billion for fiscal year 2006.  Excluding the
divestiture of the Welfare to Workforce Services business, total
revenue growth was 10% compared to the prior fiscal year.  Net
income for fiscal year 2007 was $253.1 million, compared with net
income of $358.8 million for fiscal year 2006.

Lynn Blodgett, ACS' president and chief executive officer, said,
"I am proud of our dedicated employees and their efforts that
drove our strong finish to the year.  Despite non-operational
distractions, we generated record company revenues for the year,
significantly improved our client renewal rates, and enjoyed
outstanding cash flow results.  We are focused on running our
business, growing revenues and profit, and emphasizing innovation
in our offerings."

During the fourth quarter of fiscal 2007, the company completed
the following acquisitions:

  -- CDR Associates LLC for a purchase price of approximately
     $27.0 million and a potential earnout of up to $15 million,
     based on future results.  CDR, with trailing twelve month
     revenues of approximately $17.0 million, expands ACS'
     existing services to the healthcare payor market by adding
     credit balance audit services and a web-based credit balance
     system.

  -- certain assets of Albion Inc. for a purchase price of
     approximately $31.0 million.  Albion, with trailing twelve
     month revenues of approximately $25 million, specializes in
     integrated eligibility software solutions for the health and
     human services market and will enable ACS to offer an end-to-
     end integrated eligibility offering across multiple HHS
     programs.

Cash flow from operations for fiscal year 2007 was $738 million,
or 13% of revenue, and free cash flow was $378 million, or 7% of
revenue.  Capital expenditures and additions to intangibles were
$360 million, or 6% of revenues.

Fiscal year 2007 new business signings were $607.0 million of
annual recurring revenue with an estimated total contract value of
$2.8 billion.  In terms of annual recurring revenue, approximately
79% of new business signings were business process outsourcing
deals and approximately 21% were information technology solutions
signings.  Additionally, the company renewed $869.0 million of
annual recurring revenue with an estimated total contract value of
$2.4 billion during fiscal year 2007.

At June 30, 2007, the company's consolidated balance sheet showed
$5.98 billion  in total assets, $3.92 billion in total
liabilities, and $2.06 billion in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2448

                    About Affiliated Computer

Headquartered in Dallas, Affiliated Computer Services Inc. (NYSE:
ACS) -- http://www.AffiliatedComputer-inc.com/ -- provides
business process outsourcing and information technology solutions
to world-class commercial and government clients.  The company has
more than 58,000 employees supporting client operations in nearly
100 countries.  The company has global operations in Brazil,
China, Dominican Republic, India, Guatemala, Ireland, Philippines,
Poland, and Singapore.

                          *     *     *

Affiliated Computer Services currently carries Fitch Ratings' BB
Issuer Default Rating.


AIRPORT GOLF: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Airport Golf, Inc.
        aka R.T.T. Golf, Inc.
        dba Mill Cove Golf Club
        P.O. Box 350550
        Jacksonville, FL 32235-0550

Bankruptcy Case No.: 07-04594

Type of Business: The Debtor retails golf clubs, golf clothing and
                  other golfing equipment.

Chapter 11 Petition Date: October 15, 2007

Court: Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: Robert Altman, Esq.
                  Robert Altman, P.C.
                  5256 Silver Lake Drive
                  Palatka, FL 32177-8524
                  Tel: (386) 325-4691

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Palmer Course Design Co.                    $235,914
P.O. Box 1639
Ponte Vedra Beach, FL 32004

Phoenix Capital, LLC                        $100,000
c/o Slocum & Boddie P.C.
6225 Brandon Avenue, Suite 310
Springfield, VA 22150

Regions Bank                                 $96,321
P.O. Box 2224
Birmingham, AL 35246

Florida Department of Revenue                $80,000

MBNA America                                 $44,952

Coastal Equipment Co.                        $22,015

Jacksonville Aviation Authority              $21,739

Citi Advantage Card                          $19,612

Lesco Credit Services                        $17,382

Callaway Golf                                $11,743

United Fire & Casualty Group                  $5,944

JEA                                           $5,857

Sears Mastercard                              $5,500

Harrell's                                     $5,429

Citi Business Card                            $5,265

Power & Pumps                                 $5,079

Lowes                                         $4,478

Gate Fuel Service                             $3,511

Florida Coca-Cola                             $2,813

Heritage Cross Apparel                        $2,600


ALLEGHENY ENERGY: Earns $77 Million in 2nd Quarter Ended June 30
----------------------------------------------------------------
Allegheny Energy Inc. reported net income of $77.0 million for the
second quarter ended June 30, 2007, compared with net income of
$31.1 million for the same period last year.

Operating revenues increased to $826.5 million from operating
revenues of $722.2 million in the second quarter of 2006,
reflecting higher market prices, higher generation rates in
Pennsylvania, increased generation output and increased retail
sales.

"We achieved strong financial results for the second quarter,"
said Paul J. Evanson, chairman, president and chief executive
officer of Allegheny Energy.  "Favorable generation prices, higher
retail delivery sales and lower corporate expenses were the key
contributors.  In addition, we achieved two important goals this
quarter, reaching an investment grade credit rating and gaining
PJM's approval of our second transmission project.  Despite two
disappointing regulatory decisions, we expect solid earnings
growth for 2007 and beyond."

EBITDA for the second quarter of 2007 was $263.8 million, an
increase of $70.1 million compared to adjusted EBITDA for the same
quarter of the prior year.

At June 30, 2007, the company's consolidated balance sheet showed
$9.33 billion in total assets, $6.99 billion in total liabilities,
$11.7 million in minority interest, $24.0 million in preferred
stock of subsidiary, and $2.30 billion in total shareholders'
equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?244a

                     About Allegheny Energy

Headquartered in Greensburg, Pennsylvania, Allegheny Allegheny
Energy Inc. (NYSE: AYE) -- http://www.alleghenyenergy.com/--
owns and operates 21 fossil-fueled and hydroelectric power plants,
but about 95% of its power is generated by coal.

                          *     *     *

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


ALLISON TRANSMISSION: S&P Rates $550 Million Toggle Notes at 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Allison Transmission Inc.'s $550 million senior unsecured payment-
in-kind toggle notes due 2015.  The company is selling the notes
privately under Rule 144A of the Securities Act of 1933, without
registration rights.  S&P expect Allison to use the proceeds from
these notes, combined with those from an earlier $550 million
unsecured note offering, to repay its $1.1 billion bridge loan.

Standard & Poor's also affirmed all of its existing ratings on
Allison, including the 'B+' corporate credit rating.  The outlook
is negative.

"The ratings on Allison reflect its highly leveraged financial
profile, which more than offsets its leading market shares, good
end-market diversity, and high margins relative to those of other
automotive or commercial vehicle suppliers," said Standard &
Poor's credit analyst Gregg Lemos Stein.

The negative outlook reflects our expectation that the company's
operating performance will remain strong despite a near-term
decline in revenues and profitability resulting from the downturn
in the commercial-truck market.


ALLTEL CORPORATION: Subsidiaries Commence Cash Tender Offers
------------------------------------------------------------
Alltel Corporation's wholly owned subsidiaries, Alltel
Communications Inc. and Alltel Ohio Limited Partnership, are
commencing cash tender offers and consent solicitations for their
outstanding debt securities.

The tender offers and consent solicitations are being conducted as
part of the financing in connection with the proposed merger
between Alltel and an affiliate of private investment funds TPG
Partners V L.P. and GS Capital Partners VI Fund L.P.  The terms
and conditions of the tender offers and consent solicitations are
described in the offer to purchase and consent solicitation
statement, dated Oct. 15, 2007, and the related letter of
transmittal and consent, which will be mailed to holders of the
securities.

Holders tendering their securities will be required to consent to
the proposed amendments to the relevant indenture governing the
securities, which would eliminate or make less restrictive certain
restrictive covenants and conditions to defeasance, as well as
certain events of default with respect to certain series of
securities, and related provisions in the indentures. Holders may
not tender their securities without also delivering consents and
may not deliver consents without also tendering their securities.

Holders may withdraw tendered securities and revoke the related
consent at any time prior to the earlier of (i) 5:00 p.m., New
York City time, on Oct. 26, 2007 and (ii) the time the relevant
issuer gives notice to the relevant trustee and announces in a
press release that it has received valid tenders and the related
consents from holders of a majority in principal amount of the
relevant series of Securities.

The tender offers and consent solicitations for each series of
securities will expire at 8:00 a.m., New York City time, on
Nov. 13, 2007, unless extended or earlier terminated by the
relevant Issuer.

In order to be eligible to receive the total consideration, which
includes a $30 consent payment, holders must validly tender, and
not validly withdraw, their securities prior to 5:00 p.m., New
York City time, on Oct. 26, 2007, unless extended or earlier
terminated by the relevant issuer.  Holders validly tendering
their Securities after the applicable consent payment deadline but
prior to the applicable expiration date will be eligible to
receive an amount equal to the total consideration less the
consent payment.

In addition, payments for securities purchased will include
accrued interest to but excluding the applicable settlement date,
which is expected to be as soon as practicable after the
applicable expiration date.

The applicable total consideration will be determined as described
in the offer to purchase.

The applicable total consideration will be calculated by the
dealer managers based on the bid price for the reference security
at 2:00 p.m., New York City time, on Nov. 7, 2007, or if a tender
offer is extended, the second business day before the applicable
expiration date.  Securities that are purchased in each tender
offer will be paid for promptly after the applicable expiration
date.

Consummation of each tender offer and consent solicitation is
conditioned upon satisfaction or waiver of the conditions set
forth in the offer to purchase, including closing of the merger
and receipt of valid tenders from a majority in principal amount
of the relevant series of securities.

Citi and Goldman, Sachs & Co. are acting as dealer managers for
the tender offers and as solicitation agents for the consent
solicitations.

                    About Alltel Corporation

Headquartered in Little Rock, Arkansas, ALLTEL Corporation
(NYSE:AT) -- http://www.alltel.com/-- provides an array of
wireless communication services to individual and business
customers.  As of Dec. 31, 2006, the company owned a majority
interest in wireless operations in 116 metropolitan statistical
areas and a majority interest in 239 rural service areas.  In
addition, Alltel owns a minority interest in 23 other wireless
markets, including the Chicago, Illinois and Houston, Texas MSAs.

                         *     *     *

In May 2007, Standard & Poor's placed the company's long-term
foreign and local issuer credit ratings at BB.  The ratings still
holds true to date.

In addition, the company continues to carry Fitch's "BB-" long-
term issuer default, bank loan debt, and senior unsecured debt
ratings.


APRIA HEALTHCARE: Buying Coram Inc.'s Stake for $350 Mil. Cash
--------------------------------------------------------------
Apria Healthcare Group Inc. and Coram Inc., a privately held
company, have entered into a definitive merger agreement whereby
Apria will acquire Coram.  Under the terms of the agreement, Apria
will acquire all the outstanding shares of Coram for a cash price
of $350 million.

The transaction is conditioned upon obtaining customary
governmental and regulatory approvals and other standard closing
conditions.  Apria anticipates closing the acquisition as soon as
possible after satisfaction of the closing conditions, which could
occur as early as mid-November.

The acquisition will expand Apria's service offering.  The two
organizations care for more than 100,000 patients annually and
together are licensed to serve patients in all 50 states.  The
transaction also enables Apria to immediately enter the specialty
pharmaceutical market, while expanding existing managed care
relationships associated with its respiratory/home medical
equipment business.

"This is a transformative event for Apria Healthcare," said
Lawrence M. Higby, chief executive officer of Apria Healthcare.
"The transaction supports our strategy of diversifying our service
offering by adding and expanding complementary product lines that
fit well with our core competencies.

“In addition, this expansion makes Apria significantly less
reliant on government reimbursement policies, since government
payors will represent a smaller percentage of our overall
business,” Mr. Higby added.  “As a leading provider in the home
infusion industry, Coram has long been known for its patient care-
focused reputation, clinical leadership and innovative programs
which benefit patients, manufacturers, physicians and payors
alike. We believe the combination will enable us to serve our
combined patient and customer base even better."

The company has a presence in the blood derivative market
including Aralast (R), intravenous immune globulin (IVIG) and
clotting factor for Hemophilia.  In addition, CoramRx (R) provides
specialty pharmaceuticals, drug delivery and clinical management
services to patients with chronic or rare conditions. The division
provides injectable, infused and oral medications to patients and
physician offices nationwide, supporting both major medical and
pharmacy benefit programs.

Coram chairman, president & chief executive officer, John J.
Arlotta, and the company's management team will lead Coram's
operations after the merger and coordinate the integration of the
two companies' infusion businesses.

"Coram has always been dedicated to serving patients and customers
with the highest level of clinical quality and responsiveness,”
Mr. Arlotta stated.  “The combined company will further enhance
our reputation for clinical excellence and also be able to deliver
additional cost efficiencies that payors are looking for.  I am
very pleased that Coram and Apria will join forces to continue
offering a high level of care through a combined branch network
that includes more than 50 ambulatory infusion suites, 1,100
clinicians and more than 275 sales professionals nationwide."

"With more than 400 new infusion or injectable drugs in
manufacturers' pipelines -- over half of which are expected to be
released by 2010 -- we believe that the future of the specialty
infusion business will be strong,” Mr. Higby concluded.  “We look
forward to welcoming the Coram patients, employees and customers
to Apria and realizing the combined strengths of the two
businesses by offering patients the most clinically advanced
infusion and specialty pharmacy therapies and services in the
country."

Apria expects Coram to generate approximately $500 million of
revenue in 2008.  Apria estimates that the transaction will be
dilutive to net after-tax earnings by approximately $3.5 to
$5.5 million in 2008, and accretive to 2009 net after-tax earnings
by approximately $5 to $6 million.

Apria Healthcare was advised on the transaction by Credit Suisse
Securities (USA) LLC, and Coram was advised by MTS Health Partners
L.P.

                         About Coram Inc.

Headquartered in Denver, Colorado, Coram Inc. --
http://www.coramhealthcare.com/-- provides home infusion and
specialty pharmaceutical distribution services with more than 70
branch locations, 50 ambulatory infusion suites and centralized
pharmacy distribution services to patients in all 50 states.  The
company has approximately 2,100 employees nationwide, that
provides a comprehensive range of home infusion therapies to more
than 65,000 patients.

                      About Apria Healthcare

Headquartered in Lake Forest, California, Apria Healthcare Group
Inc. (NYSE: AHG) -- http://www.apria.com/-- provides home
respiratory therapy, home infusion therapy and home medical
equipment through about 500 branches serving patients in all 50
states.

                          *     *     *

Apria Healthcare continues to carry Moody's 'Ba1' long term
corporate family rating, which was placed in June 2006 with a
stable outlook.

Additionally, the company's long term foreign and local issuer
credits still carry Standard & Poor's Ratings Services' BB+ rating
with a stable outlook, which were assigned in November 2005.


ARROW ELECTRONICS: Earns $99.2 Million in Quarter Ended June 30
---------------------------------------------------------------
Arrow Electronics Inc. reported second quarter 2007 net income of
$99.2 million on sales of $4.04 billion, compared with net income
of $92.8 million on sales of $3.44 billion in the second quarter
of 2006.  Sales increased 17% year over year.

Excluding certain items impacting the comparability of the second
quarters of 2007 and 2006, on a non-GAAP basis, net income for the
quarter ended June 30, 2007, would have been $101.5 million and
net income for the quarter ended June 30, 2006, would have been
$94.7 million.

"We continue to execute well on our strategic initiatives as
evidenced by our record results.  We achieved record sales,
generated an impressive level of cash flow, and managed our asset
base to a record low level of working capital to sales," said
William E. Mitchell, chairman, president and chief executive
officer.  "We have made strong strategic moves over the last 18
months that have resulted in a more diverse revenue stream, a
broader geographic footprint, and increased opportunities in fast-
growing product segments."

Global enterprise computing solutions sales of $1.27 billion
increased 78% sequentially and 103% year over year on strong
growth in industry standard servers, storage, software,
and services.  Growth was aided by the impact of the acquisitions
of KeyLink Systems Group, Alternative Technology Inc. and the
storage and security distribution business of InTechnology plc.

"Our strategic transformation in global ECS is producing
impressive results as we grew sales at almost four times the rate
at which the market is expected to grow.  Global ECS now
represents approximately one-third of our business, further
diversifying and reducing the volatility of our revenue stream.
By further executing on significant cross-selling opportunities,
pursuing our strategic focus on the mid-market and leveraging our
unique software capabilities, we expect to continue to outgrow the
market.  With increased scale, scope and flexibility, our
strategy is proving out every day with our customers and vendors,"
said Mitchell.

Global components sales of $2.77 billion were essentially flat
with the first quarter on fewer shipping days.  Sales decreased 2%
year over year as the well-publicized weakness within the
large EMS customer base continued in North America and Asia
Pacific.

The company's results for the second quarter of 2007 and 2006
include the items outlined below that impact their comparability:

  -- during the second quarter of 2007, the company recorded a
     net restructuring charge of $2.9 million, primarily related
     to initiatives taken by the company in the period to improve
     operating efficiencies.

  -- during the second quarter of 2007, the company recorded an
     integration charge of $500,000, primarily related to the
     acquisition of KeyLink.

  -- during the second quarter of 2006, the company recorded a
     $3.1 million restructuring charge.

Arrow's net income for the first six months of 2007 was
$195.5 million on sales of $7.54 billion, compared with net income
of $174.3 million on sales of $6.63 billion in the first six
months of 2006.

At June 30, 2007, the company's consolidated balance sheet showed
$7.38 billion in total assets, $4.13 billion in total liabilities,
and $3.25 billion in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?244b

                     About Arrow Electronics

Headquartered in Melville, New York, Arrow Electronics Inc.
-- http://www.arrow.com/-- provides products, services and
solutions to industrial and commercial users of electronic
components and computer products.   Arrow serves as a supply
channel partner for nearly 600 suppliers and more than 130,000
original equipment manufacturers, contract manufacturers and
commercial customers through a global network of over 270
locations in 53 countries and territories.

The company operates in France, Spain, Portugal, Denmark,
Estonia, Finland, Ireland, Latvia, Lithuania, Norway, Sweden,
Italy, Germany, Austria, Switzerland, Belgium, the Netherlands,
United Kingdom, Argentina, Brazil, Mexico, Australia, China,
Hong Kong, Korea, Philippines and Singapore.

                          *     *     *

Arrow Electronics senior subordinated stock continues to carry
Moody's Investors Service's Ba1 rating.  The company's senior
preferred stock is rated at Ba2.


ARVINMERITOR INC: Inks Joint Venture Pact with TRW Automotive
-------------------------------------------------------------
TRW Automotive Aftermarket, a business of TRW Automotive Holdings
Corp., entered into an agreement to create a Joint Venture with
ArvinMeritor Inc. to distribute Gabriel and TRW branded shock
absorber ranges for the European independent aftermarket.  The
intention is for the Joint Venture to begin operation and
distribution in January 2008.

"Shock absorbers are an integral element of our core chassis
portfolio,” Francois Augnet, vice president for TRW Automotive
Aftermarket Europe and Asia Pacific, said.  “We already offer a
comprehensive TRW branded range to our European customers and are
committed to enhancing it with the Gabriel programme to maintain
and develop our leading chassis position in the European
aftermarket."

"By combining the strengths of ArvinMeritor's engineering and
manufacturing competencies and the Gabriel brand name with
TRW's extensive sales and distribution network we are confident
that we can roll out successful shock absorber programmes for the
European independent aftermarket," Mr. Augnet continued.

With the recent sale of its European exhaust aftermarket business,
ArvinMeritor has sharpened its focus on original equipment
manufacturer systems engineering.  This includes a renewed
emphasis on its global ride control business.

With the Joint Venture, TRW and ArvinMeritor will jointly control
the future marketing, sales and distribution of the Gabriel and
TRW aftermarket programmes throughout Western, Central and Eastern
Europe.

"This is a great example of how both partners can share in the
investment, as well as reap the benefits,” Marlen Silverii,
general manager for ArvinMeritor's global ride control aftermarket
business added.  “The Gabriel aftermarket product line is
technically very strong, and when partnered with TRW's growing
aftermarket presence, it will offer our aftermarket customers a
strong chassis alternative."

                      About TRW Automotive

Headquartered in Livonia, Michigan, TRW Automotive Holdings Corp.
(NYSE: TRW) -- http://www.trwauto.com/-- is an automotive
supplier.  Through its subsidiaries, it employs approximately
63,800 people in 26 countries.  TRW Automotive products include
integrated vehicle control and driver assist systems, braking
systems, steering systems, suspension systems, occupant safety
systems (seat belts and airbags), electronics, engine components,
fastening systems and aftermarket replacement parts and services

TRW Automotive Aftermarket provides high quality replacement
parts, service, diagnostics and technical support to both the
independent aftermarket and the vehicle manufacturer service
channels.

                        About Arvinmeritor

Headquartered in Troy, Michigan, ArvinMeritor, Inc. (NYSE: ARM)
-- http://www.arvinmeritor.com/-- supplies integrated systems,
modules and components to the motor vehicle industry.  The company
serves light vehicle, commercial truck, trailer and specialty
original equipment manufacturers and certain aftermarkets.
ArvinMeritor employs about 19,000 people in 25 countries.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 9, 2007,
Fitch Ratings downgraded its ratings on ArvinMeritor Inc.
including Issuer Default Rating to 'BB-' from 'BB'; Senior secured
revolver to 'BB' from 'BB+'; and Senior unsecured notes to 'B+'
from 'BB-'.  The rating outlook is negative.

Standard & Poor's Ratings Services lowered its corporate credit
rating and related ratings on ArvinMeritor Inc. to 'B+' from
'BB-'.  The outlook is negative.

Moody's Investors Service downgraded ArvinMeritor's Corporate
Family Rating to B1 from Ba3 and maintained the outlook at stable.
Moody's also lowered its ratings on the company's secured bank
obligations (to Ba1, LGD-1, 8% from Baa3, LGD-2, 13%) and
unsecured notes (to B2, LGD-4, 63% from B1, LGD-4, 63%).  The
Probability of Default is changed to B1 from Ba3, while the
company's Speculative Grade Liquidity rating remains SGL-2.  The
outlook is stable.


AURORA DAIRY: Faces Suit Over Sale of Fraudulent Milk
-----------------------------------------------------
Acting on behalf of organic food consumers in 27 states, class
action lawsuits are being filed in U.S. federal courts, in St.
Louis and Denver, against the nation’s largest organic dairy.  The
suits charge Aurora Dairy Corporation with allegations of consumer
fraud, negligence, and unjust enrichment concerning the sale of
organic milk by the company.

This past April, Aurora officials received a notice from the USDA
detailing multiple and “willful” violations of federal organic law
that were found by federal investigators.

“This is the largest scandal in the history of the organic
industry,” said Mark Kastel of The Cornucopia Institute, a
Wisconsin-based farm policy research group.  Cornucopia’s 2005
formal legal complaint first alerted USDA investigators to the
improprieties occurring at Aurora.  “Aurora was taking advantage
of the consumer’s good will in the marketplace toward organics,
and the USDA has allowed this scofflaw-corporation to continue to
operate,” Kastel added.

Law firms based in Ohio, Illinois, and Missouri have so far have
filed one of the lawsuits in Missouri, with another suit, covering
dozens of additional states where plaintiffs live, due to be filed
in Denver tomorrow.  The attorneys are seeking damages from Aurora
to reimburse consumers harmed by the company’s actions and are
requesting that the U.S. District Courts put an injunction in
place to halt the ongoing sale of Aurora’s organic milk in the
nation’s grocery stores until it can be demonstrated that the
company is complying with federal organic regulations.

Aurora, with $100 million in annual sales, provides milk that
is sold as organic and packaged as private label, store-brand
products for some of the nation’s biggest chains, including Wal-
Mart, Target, Costco, Safeway, Wild Oats, and about 20 others.

Independent investigators at the USDA concluded earlier this year
that Aurora with five dairy facilities in Colorado and Texas, each
milking thousands of cows had 14 “willful” violations of federal
organic regulations.  One of the most egregious of the findings
was that from December 5, 2003, to April 16, 2007, the Aurora
Dairy “labeled and represented milk as organically produced, when
such milk was not produced and handled in accordance with the
National Organic Program regulations.”

Cornucopia's research, since confirmed by a two-year investigation
by federal law enforcement agents, found that Aurora was confining
their cows to pens and sheds in feedlots rather than grazing the
animals as the federal law requires.  Furthermore, Aurora brought
conventional animals into their organic milking operation in a
manner prohibited by the Organic Food Production Act, a law passed
by Congress in 1990 and implemented in 2002 by the USDA.

“We believe that there are tens of thousands of consumers
across the United States who have been directly impacted by
Aurora’s practices,” said Ronnie Cummins of the Organic Consumers
Association.  “We are pleased to see this legal action.  We will
do what we can to ensure that organic continues to mean organic
and that consumers get exactly that when they are paying premium
prices for organic food,” Mr. Cummins added.

“I feel cheated by Aurora’s organic misrepresentations,” said
Sandie Regan, an organic consumer from Crown Point, Indiana, and
one of the parties to the lawsuit.  “I am willing to pay more at
the grocery store for organic milk because I believe the milk is
healthier for me.  But it doesn’t look like I was getting what I
paid for,” Ms. Regan added.

In addition to Missouri plaintiffs being represented by the St.
Louis, Missouri–based law firm Simon Passanante, the larger
multistate Denver suit is being handled by, attorneys from Lane,
Alton, Horst  in Columbus, Ohio, Wolf, Haldenstein, Adler,
Freeman, and Herz in Chicago, Illinois, and Gray, Ritter, and
Graham, also based in St. Louis.

“We encourage anyone who has purchased some of Aurora’s private-
label products to contact OCA or Cornucopia, and we will help
them obtain justice,” the Cornucopia's Kastel added.  Although
not plaintiffs themselves, the two public-interest groups have
supported the lawsuit through research and organizing.  A list
of the grocery chains supplied by Aurora, the nation's largest
private-label bottler, can be secured by contacting OCA or
Cornucopia.

Cornucopia and OCA point out that Aurora is a "horrible
aberration" and that the vast majority of all organic dairy
products are produced with high integrity.  In a scorecard
published last year, and available on their web site, Cornucopia
rates over 90% of organic name-brand dairy products as truly
subscribing to the letter and spirit of the law.

“Aurora’s actions have injured the reputation of the more than
1500 legitimate organic dairy farmers who are faithfully following
federal organic rules and regulations,” noted Kastel.  “We cannot
allow these families to be placed at a competitive disadvantage.”

Many industry observers feel that the USDA’s enforcement mechanism
broke down in the Aurora case.  After career USDA staff drafted a
Letter of Proposed Revocation, seeking to prevent Aurora from
engaging in organic commerce, political appointees at the agency
intervened, crafting an agreement allowing Aurora to remain in
business.

"It is unconscionable that the USDA allowed Aurora to continue,
after making millions of dollars, in this ‘ethics-based’ industry,
when they had concluded that Aurora willfully violated the law,"
Kastel added.  "However, there is a higher authority in terms of
organic integrity than the USDA hat's the organic consumer.  And
they are about to make their voices heard through the courts."

Headquartered in Boulder, Colorado, Aurora Dairy Corporation --
http://www.auroraorganic.com/-- produces private-label and store-
brand organic milk and butter.


AVADO BRANDS: Panel Taps Pepper Hamilton as Delaware Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors in Avado Brands
Inc. and its debtor-affiliates' bankruptcy cases asks the United
States Bankruptcy Court for the District of Delaware for authority
to retain Pepper Hamilton LLP as its Delaware Counsel, nunc pro
tunc to Sept. 17, 2007.

The Committee expects Pepper Hamilton to:

   a. assist the Debtors' co-counsel as requested in representing
      the Committee;

   b. advise the Committee with respect to its rights, duties and
      powers in these cases;

   c. assist and advise the Committee in its consultations with
      the Debtors relating to the administration of these cases;

   d. assist the Committee in analyzing the claims of the Debtors
      creditors and the Debtors' capital structure and in
      negotiating with the holders of claims and, if appropriate,
      equity interests;

   e. assist the Committee's investigation of the acts, conduct,
      assets, liabilties and financial condition of the Debotrs
      and other parties involved with the Debtors, and of the
      operation of the Debtors' operations;

   f. assist the Committee in its analysis of, and negotiations
      with the Debtors or any other third party concerning matters
      related to, among other things, the assumption or rejection
      of certain leases of nonresidential real property and
      executory contracts, asset dispositions, financing
      transactions and the terms of plan of reorganization of
      liquidation for the Debtors;

   g. assist and advise the Committee as to its communications, if
      any, to the general creditor body regarding significant
      matters in these cases;

   h. represent the Committee at all hearings and other
      proceedings;

   i. review, analyze, and advise the Committee with respect to
      applications, order, statements of operations and schedules
      filed with the Court;

   j. assist the Committee in preparing pleadings and applications
      as may be necessary in furtherance of the Committee's
      interest and objectives; and

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

The firm' professionals billing rates are:

     Professional             Designation     Hourly Rate
     ------------             -----------     -----------
     David B. Straton, Esq.     Partner          $575
     Evelyn J. Meltzer, Esq.   Associate         $305
     Christopher Lano          Paralegal         $175

     Designation                              Hourly Rate
     -----------                              -----------
     Partners                                  $400-$690
     Special Counsels                          $400-$690
     Counsels                                  $400-$690
     Associates                                $250-$320
     Paraprofessionals                            $175

David B. Straton, 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 defined in Section
101(14) of the Bankruptcy Code.

                        About Avado Brands

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

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

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

Klee, Tuchin, Bogdanoff & Stern LLP represents the Debtors in
their latest restructuring efforts.  Donald J. Detweiler, Esq. and
Sandra G.M. Selzer, Esq. at Greenberg Traurig, LLP serves as the
Debtors' local counsel.   Otterbourg, Steindler, Houston & Rosen,
PC 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.


BARRICADE BOOKS: Three Pending Suits Lead to Bankruptcy Filing
--------------------------------------------------------------
Carole Stuart, president of Barricade Books Inc., disclosed
in a court filing that three pending lawsuits prompted the
company to file for chapter 11 protection.

Mr. Stuart pointed out that the filing was meant to avoid
"mounting costs and distraction of litigation" which have
taken their toll on the company's operations.

According to Mr. Stuart, 51% equity holder in Barricade, the
lawsuits are collateral consequences of the company's business
of publishing controversial books.

One of the suits, filed by Sheldon Adelson with the Superior
Court of the State of California, charged the Debtor with
libel.

Bill Rochelle of Bloomberg News relates that Mr. Adelson
based his complaint in a book published by the Debtor in
2005 entitled "Sharks in the Desert: The Founding Fathers and
Current Kings of Las Vegas."

In the same court, Bloomberg News says, Mr. Adelson also sued
John L. Smith, the book's author, who filed a chapter 7 petition
afterwards (Bankr. D. Nev. Case No. 07-16504).

Mr. Adelson, chairman and chief executive of Las Vegas Sands
Corp., is represented by the firm Lavely & Singer in both cases.

Other suits filed against the Debtor are Melissa Byrum's libel
case in the District Court of Harris County and John Carlyle
Berkery Sr.'s defamation case in the Superior Court of New Jersey.

Bloomberg News notes that the Debtor's chapter 11 filing is the
second since 1997 after Steve Wynn, chairman of Wynn Resorts Ltd.,
won a $3.1 million defamation case against the company.  The
case was dismissed in May 2002 however.

Headquartered in Fort Lee, New Jersey, Barricade Books Inc.
-- http://www.barricadebooks.com/-- is an independent publisher
of non-fiction books.  The company filed a chapter 11 petition
on October 10, 2007 (Bankr. S.D.N.Y. Case No. 07-13176).  Alan
D. Halperin, Esq. at Halperin Battaglia Raicht LLP serves as
the Debtor's counsel.  The Debtor's schedules listed total assets
of $389,352 and total debts of $1,607,484.


BAUSCH & LOMB: Inks Agreement Selling $650 Million of Notes
-----------------------------------------------------------
In connection with the merger agreement between WP Prism Inc.,
Bausch & Lomb Incorporated and WP Prism Merger Sub Inc. regarding
the acquisition of Bausch & Lomb, Merger Sub entered into an
agreement to sell $650 million principal amount of 9.875% Notes
due 2015.

Merger Sub was formed by investment funds associated with Warburg
Pincus LLC, for the purpose of merging with and into Bausch &
Lomb, with Bausch & Lomb continuing as the surviving corporation.
As a result of the Merger, investment funds associated with or
designated by the Sponsor and certain co-investors will own Bausch
& Lomb.

Merger Sub will use the net proceeds from the offering of
the Notes, together with the expected proceeds from a new
$1.2 billion senior secured U.S. term loan facility and a new
euro-denominated term loan facility in an amount equivalent to
approximately $575 million, equity financing and cash on hand of
Bausch & Lomb to consummate the Merger.  The offering of the Notes
and the Merger are expected to close on or about Oct. 26, 2007,
subject to the satisfaction or waiver of closing conditions.

                       About Bausch & Lomb

Headquartered in Rochester, New York, Bausch & Lomb Inc. (NYSE:
BOL) -- http://www.bausch.com/-- develops, manufactures, and
markets eye health products, including contact lenses, contact
lens care solutions, and ophthalmic surgical and pharmaceutical
products.  The company is organized into three geographic
segments: the Americas; Europe, Middle East, and Africa; and Asia
(including operations in India, Australia, China, Hong Kong,
Japan, Korea, Malaysia, the Philippines, Singapore, Taiwan and
Thailand).  In Latin America, the company has operations in Brazil
and Mexico. In Europe, the company maintains operations in
Austria, Germany, the Netherlands, Spain, and the United Kingdom.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 9, 2007,
Moody's Investors Service assigned a B2 Corporate Family Rating
to WP Prism LLC.  It is Moody's understanding that at the close
of the transaction, WP Prism LLC will merge into Bausch & Lomb
Incorporated, which will be the surviving entity.

As reported in the Troubled Company Reporter on Oct. 8, 2007,
Standard & Poor's Ratings Services lowered it corporate credit
rating on Bausch & Lomb Inc. to 'B+' from 'BB+' and removed all
the ratings from CreditWatch where they were placed on May 17,
2007, with negative implications.  The outlook is stable.


BEAZER HOMES: Solicits Consents from Holders of $1.5 Bil. Notes
---------------------------------------------------------------
Beazer Homes USA Inc. is soliciting consents from the holders of
its $1.525 billion of outstanding Senior Notes and Senior
Convertible Notes to approve proposed amendments and a proposed
waiver pursuant to the indentures under which the Notes were
issued.

The purpose of the consent solicitation is:

   (i) to obtain the consents indicating the agreement of the
       Holders that the obligations of Beazer to deliver
       reports or information it would be required to file with
       the Securities and Exchange Commission, including Forms
       10-Q, pursuant to the delivery covenants of the
       Indentures, arise only after those reports are actually
       filed with the SEC; that the Indentures impose no
       requirement for Beazer to file those reports with the
       SEC, to implement certain clarifying amendments to the
       Indentures reflecting such agreement, and obtain a
       related waiver and

  (ii) to adopt a covenant that obligates Beazer after May 15,
       2008 to file SEC Reports with the SEC and deliver them
       to the Trustees and Holders and provides for additional
       interest of 50 basis points per annum if Beazer fails to
       comply with such obligations on a timely basis.

Holders of the Notes are referred to Beazer’s Consent Solicitation
Statement dated Oct. 15, 2007, and the accompanying Letter of
Consent, which are being mailed to the Holders, for the detailed
terms and conditions of the consent solicitation.

The record date for determining the Holders who are entitled to
consent is Oct. 5, 2007.  The record date has been established
pursuant to the requirements of the Indentures.  The consent
solicitation will expire at 5:00 p.m., New York City time, on
Oct. 24, 2007, unless extended or earlier terminated.

The company is offering a consent fee in cash for each $1,000
principal amount of Notes for which valid consents are received
prior to the Consent Date equal to the product of $5.00 multiplied
by a fraction, the numerator of which is the aggregate principal
amount of the relevant series of Notes outstanding on the Consent
Date, and the denominator of which is the aggregate principal
amount of the relevant series of Notes as to which the company has
received and accepted consents prior to the Consent Date, subject
to the terms of the Consent solicitation.

As reported in the Troubled Company Reporter on Oct. 12, 2007, the
company’s delay in filing its Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2007 is the result of an
independent internal investigation by the Audit Committee of the
company’s Board of Directors.  On Oct. 11, 2007, the company
disclosed that the Audit Committee has determined that it will be
necessary for the company to restate its financial statements
relating to fiscal years 2004 through 2006 and the interim periods
of fiscal 2006 and fiscal 2007.  The restatement is also expected
to impact the financial results for fiscal years 1999 through 2003
and the company expects that it will reflect the impact of
financial results for these prior years as a part of the opening
balances in the financial statements for the restatement period.

The company is working expeditiously to complete the restatements
as soon as practical.

As previously disclosed, the company does not believe that it is
in default under the indentures governing its outstanding Notes.
The indentures do not contain an express financial reporting
covenant requiring that Beazer file periodic reports with the SEC
or deliver to the trustee copies of Beazer’s SEC reports within
any prescribed time period.  Therefore, the company believes that
the notices of default under the indentures previously delivered
by the trustee under the indentures are invalid and without merit.

Beazer has retained MacKenzie Partners, Inc. to serve as
Information Agent and Tabulation Agent for the consent
solicitation.  Requests for documents should be directed to
MacKenzie Partners, Inc. at (800) 322-2885 or (212) 929-5500.
Beazer has also retained Citi, Wachovia Securities and RBS
Greenwich Capital as solicitation agents for the consent
solicitation.  Questions concerning the terms of the consent
solicitation should be directed to Citi at (800) 558-3745 or (212)
723-6106; to Wachovia Securities at (866) 309-6316 or (704) 715-
8341; or to RBS Greenwich Capital at (877) 297-9832 or (203) 618-
6145.

                       About Beazer Homes

Headquartered in Atlanta, Beazer Homes USA Inc., (NYSE: BZH) --
http://www.beazer.com/-- is a single-family homebuilders with
operations in Arizona, California, Colorado, Delaware, Florida,
Georgia, Indiana, Kentucky, Maryland, Mississippi, Nevada, New
Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania,
South Carolina, Tennessee, Texas, Virginia and West Virginia and
also provides mortgage origination and title services to its
homebuyers.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 28, 2007,
Moody's Investors Service lowered the ratings of Beazer Homes USA
Inc., including its corporate family rating to B1 from Ba2 and
senior unsecured notes rating to B1 from Ba2.  The ratings remain
on review for possible further downgrade, continuing the review
process that was initiated on Aug. 13, 2007.


BELMONT HOMES: Case Summary & Five Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Belmont Homes, Inc.
        226 Green Bay Road
        Highwood, IL 60040

Bankruptcy Case No.: 07-18953

Chapter 11 Petition Date: October 15, 2007

Court: Northern District of Illinois (Chicago)

Debtor's Counsel: Gary N. Foley, Esq.
                  Shaw & Foley LLC
                  33 North County Street, Suite 302
                  Waukegan, IL 60085
                  Tel: (847) 244-4696
                  Fax: (847) 244-4673

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Five Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
DDS Real Estate, LLC             251 East Washington     $350,000
[no address provided]            Lake Bluff, IL 60044    Secured:
                                                       $1,100,000
                                                     Senior Lien:
                                                         $876,920

S. Barry Lipin                   Memo of Judgment         $46,000
c/o Michael Betar
25 North County Street
Waukegan, IL 60085

Joel Manning                     Accounting Services      $20,000
175 Olde Half Day Road
Lincolnshire, IL 60069

James J. Athanas                 Services Rendered        $11,506

David Gilfan                     Accounting Services         $600


BIEHLER COMPANIES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Biehler Companies, Inc.
        dba Suburban Landscapes Management
        1100 East MacArthur
        Wichita, KS 67216

Bankruptcy Case No.: 07-12500

Type of Business: The Debtor offers landscaping services.
                  See http://www.landscapeitnow.com/

Chapter 11 Petition Date: October 15, 2007

Court: District of Kansas (Wichita)

Judge: Robert E. Nugent

Debtor's Counsel: W. Thomas Gilman, Esq.
                  Redmond & Nazar, LLP
                  245 North Waco, Suite 402
                  Wichita, KS 67202
                  Tel: (316) 262-8361

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
James D. Biehler                            $125,000
12914 West Alderny
Wichita, KS 67235

Cintas Corp. #451                           $123,344
9333 East 35th Street North
Wichita, KS 67226

John Deere Landscapes                        $88,118
5721 West 23rd North
Wichita, KS 67205

John Biehler                                 $54,000

Hampel Oil                                   $48,105

Biehler Properties LLC                       $44,378

Lesco                                        $40,955

Cornejo Materials                            $40,187

Boettcher Supply Inc.                        $14,287

Green Thumb Greenhouse Inc.                  $13,084

Auto Zone Parts                              $12,013

Gard N Wise                                  $11,909

Johnson's Garden Center                      $11,847

Sanders Nursery & Distribution                $9,207

Tony Gaschler                                 $9,089

Foley Supply LLC                              $8,313

Kansas Building Products                      $7,543

Labor Max Staffing                            $7,491

Helena Chemical Co.                           $7,412

Cranmer Grass                                 $6,744


CALPINE CORP: Wants Equity Panel's Leave Request Denied
-------------------------------------------------------
Calpine Corp. and its debtor-affiliates ask the United States
Bankruptcy Court for the Southern District of New York to deny the
Official Committee of Equity Security Holders' request for leave
to file its appeal because the statement of issues on appeal are
not appropriate for interlocutory review.

The adequacy of a disclosure statement is a "fact-specific
inquiry" that must be resolved on a case-by-case basis and is
"largely within the discretion of the bankruptcy court," Jeffery
Powell, Esq., at Kirkland & Ellis, LLP, in New York, tells Judge
Lifland, on the Debtors' behalf.

The Official Committee of Unsecured Creditors also argues that the
Equity Committee has failed to meet even one prong of the three-
part test necessary for leave to appeal an interlocutory order.
The Creditors Committee points out that:

  (1) the Appeal does not involve a controlling question of law
      as the approval of a disclosure statement is necessarily
      fact-intensive;

  (2) because the Appeal does not raise a difficult issue or an
      issue of first impression, there can be no substantial
      ground for difference of opinion between the U.S. District
      Court for the Southern District of New York and the
      Bankruptcy Court; and

  (3) the Appeal would not materially advance the ultimate
      termination of the litigation of the Debtors' valuation
      as the Plan Confirmation Hearing will still include a
      multi-party contested valuation trial.

                     Equity Committee's Plea

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

On the Equity Committee's behalf, Gary Kaplan, Esq., at Fried,
Frank, Harris, Shriver & Jacobson, LLP, in New York, asserted that
valuation is the most critical data point used to analyze a
Chapter 11 plan of reorganization, particularly a waterfall plan.
In fact, he said, the purpose of a disclosure statement is to
inform equity holders and claimants, as fully as possible, about
the probable financial results of acceptance or rejection of a
particular plan.

Without valuation information, a disclosure statement is not
adequate because it lacks the most basic information necessary for
investors to make informed decisions regarding a Chapter 11 plan,
Mr. Kaplan maintained.

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

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

Rule 2002 requires 25 days' notice of the objection deadline to a
Chapter 11 plan, Mr. Kaplan noted.

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

                    About Calpine Corporation

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

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

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

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On September 25, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  The Court has set a hearing on
Dec. 18, 2007, to consider confirmation of the Debtors' plan.

(Calpine Bankruptcy News, Issue No. 65 Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


CALPINE CORP: Wants Rule 2004 Exam on Likely New Owners
-------------------------------------------------------
Calpine Corp. and its debtor-affiliates tell the United States
Bankruptcy Court for the Southern District of New York that their
proposed Plan of Reorganization, if approved, will transfer their
ownership to their creditors and shareholders, creating a new
Calpine Corporation.  In addition, the Plan proposes to distribute
equity in Reorganized Calpine to holders of unsecured claims and,
as available, to holders of Calpine common stock under a
"waterfall" structure that complies with the Bankruptcy Code's
absolute priority rules.

To determine which creditors may qualify as Acquiring Entities,
the Debtors calculate that a creditor owing at least $725,000,000
of claims or more than 10% of Calpine common stock may reasonably
be expected to potentially acquire a 10% interest in Reorganized
Calpine, David R. Seligman, Esq., at Kirkland & Ellis, LLP, in
New York, tells Judge Lifland.

Under Section 203(a)(1)(A) of the Federal Power Act, the Debtors'
"public utility" subsidiaries must obtain prior approval from the
Federal Energy Regulatory Commission for a disposition of
jurisdictional facilities, if and to the extent that implementing
the Debtors' reorganization plan will result in any entity or its
affiliates acquiring 10% percent or more of the equity in
Reorganized Calpine.

Furthermore, as part of the review process, the FPA mandates that
the Debtors disclose to FERC certain information about any
Acquiring Entities necessary to permit FERC to assess the impacts
of the disposition, including information about any electric
generating or transmission facilities, or other inputs to
generation, that the Acquiring Entities or their affiliates own or
control.

Thus, the Debtors have identified, based on the information
presently available to them, those creditors expected to implicate
the FERC Application disclosure requirements, and all parties have
been working cooperatively in recent days to compile and share the
requisite materials, Mr. Seligman says.

The Debtors also have contacted the Official Committees of
Unsecured Creditors and Equity Security Holders to help determine
which parties may be Acquiring Entities.  Nonetheless, Mr.
Seligman notes, because the FERC Application approval process can
take up to 60 days and because the Debtors hope to emerge from
their Chapter 11 cases by the end of January 2008, the Debtors
need to submit their FERC Application by November 1, 2007.

To that end, the Debtors acknowledge that it is possible they may
not be aware of every creditor that owns claims or equity
interests sufficient to constitute a 10% or greater interest in
Reorganized Calpine.  And conversely, Mr. Seligman says, it is
possible that creditors may not be aware of the FPA's mandates or
their own potential status as Acquiring Entities.

Accordingly, the Debtors, pursuant to Rule 2004 of the Federal
Rules of Bankruptcy Procedures, ask Judge Lifland to compel those
creditors who will own a 10% or greater interest in Reorganized
Calpine to identify themselves and provide certain information by
October 26, to be included in the Debtors' FERC application.

                    About Calpine Corporation

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

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

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

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

(Calpine Bankruptcy News, Issue No. 65 Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


CALPINE CORP: Wants Approval to Supplement Written DS Order
-----------------------------------------------------------
To expedite and streamline the discovery process outlined in the
Plan Confirmation Schedule, Calpine Corp. and its debtor-
affiliates, the Official Committee of Unsecured Creditors, and the
Official Committee of Equity Security Holders have consulted each
other and jointly proposed to the United States Bankruptcy Court
for the Southern District of New York these supplements to the
schedule:

  (a) Fact and expert depositions will each be limited to eight
      hours on-the-record.

  (b) Each party that is the recipient of a request for the
      production of documents agrees to produce documents on
      behalf of any advisor retained by that Party, to the
      extent responsive, without the need for that advisor to be
      subpoenaed directly.

  (c) Drafts of expert reports will not be discoverable;
      however, Parties will not be limited from asking questions
      in deposition concerning the evolution of an expert's
      opinions.

  (d) The Parties will have the option, but not the obligation,
      of filing rebuttal expert reports.  Rebuttal reports, if
      any, will be served no later than November 28, 2007, at
      5:00 p.m. (ET).  The Parties reserve their right to
      contest the admissibility of any expert opinions not
      previously disclosed in accordance with applicable rules.

  (e) Production of e-mails from a testifying expert's advisory
      firm will be limited to those e-mails to, from, or copying
      the testifying expert on a subject matter on which that
      expert intends to testify.  This limitation will not
      apply to PA Consulting, the Debtors' industry advisor,
      regarding communications with the Debtors about the
      Business Plan.

On Sept. 26, 2007, the Court approved the Debtors' Fourth Amended
Disclosure Statement containing, among other things, a schedule
pursuant to which the Debtors intend to seek confirmation of their
Fourth Amended Plan of Reorganization.

The parties believe that the additions to the existing Plan
Confirmation Schedule will limit the possibility of delay and will
reduce expenses to the estates attendant to the confirmation
process.

            Debtors, et al., Seek Protective Order

In a separate court filing, the Debtors, the Official Committees
and the Unofficial Committee of Second Lien Debtholders ask Judge
Lifland to approve a stipulated protective order establishing
procedures and protections for the Debtors' and other parties'
confidential and highly confidential information.

The Stipulated Protective Order also includes procedures for a
standardized method of designating and limiting access to
confidential and sensitive information.  The procedures are
designed to allow for full discovery, while eliminating or
minimizing the need for subsequent protective orders regarding
particular items of confidential information, Mark E. McKane,
Esq., at Kirkland & Ellis, LLP, in New York, on the Debtors'
behalf, says.

Mr. McKane tells Judge Lifland that, since September 26, the
Debtors have received more than 322 requests for production of
documents, 132 requests for admission, and 59 interrogatories.
In addition, the Debtors, the Official Committees and the Second
Lien Committee exchanged more than 200 requests for production of
documents.

    Creditors Committee Wants Discovery Schedule Unaltered

The Creditors Committee asks Judge Lifland not to grant the
request of Manufacturers & Traders Trust Company to move the
Debtors' Confirmation Hearing schedule.

The Creditors Committee asserts that M&T Bank should not be
granted special privileges in connection with the discovery
process.  If the Court were to allow M&T Bank to alter the
established discovery schedule, other parties would likely seek
the same or similar treatment, the panel says.

Moreover, the Creditors Committee contends that the dates
established for Plan confirmation should not be rescheduled
because any adjournment could jeopardize the Debtors' timely
emergence from Chapter 11 and significantly impair creditor
recoveries.  The Creditors Committee adds that the Debtors'
successful emergence from bankruptcy is largely dependent on an
$8,000,000,000 secured financing facility.  The creditors panel
says the Debtors' Exit Facility is worth as much as $800,000,000
to their estates.

                    About Calpine Corporation

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

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

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

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

(Calpine Bankruptcy News, Issue No. 65 Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


CHRYSLER LLC: Will Fund Employees' Health Trust With $8.8 Bil.
--------------------------------------------------------------
Chrysler LLC is obliged to contribute $8.8 billion to a voluntary
employees' beneficiary association, or VEBA fund, that the union
will use to cover the costs of retiree health care after 2010,
when the fund becomes operational, under the newly ratified
contract between the carmaker and the United Auto Workers union,
Josee Valcourt and Neal E. Boudette report for the Wall Street
Journal.

Chrysler will also pay $1.5 billion to cover the costs of retiree
health care between now and 2010, according to a
24-page summary of the contract that was distributed to union
officials on Monday, WSJ notes.

Chrysler will be allowed to hire new workers for certain
"noncore" jobs at wages well below those it pays existing union
employees, the contract states.  New, noncore hires will earn
between $14 and $16.23 an hour, compared to $28 to $32.52 an hour
for current workers, WSJ says.

The contractual terms between the two parties were patterned after
General Motors Corp.'s new contract with the UAW.  GM has promised
to save jobs by keeping its plants running even after its contract
with the UAW expires.  Chrysler, on the other hand, does not
guarantee that most of its eight assembly U.S. plants will remain
open beyond the four years covered by its contract, WSJ reveals.

                       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 the closing of DaimlerChrysler AG's sale of a majority
interest of Chrysler Group to Cerberus Capital Management LLC.


COLLINS & AIKMAN: Joint Amended Plan Effective as of October 12
---------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates has
notified the U.S. Bankruptcy Court for the Eastern District of
Michigan that the effective date of their Plan was Oct. 12, 2007.
The effective date comes about three months since the Debtors
obtained confirmation of their Amended Joint Plan on July 18,
2007.

Pursuant to the Plan, on the Effective Date, all of the Debtors'
assets that were not divested before the Effective Date or
transferred to the Litigation Trust or the applicable Residual
Trust were transferred to the Post-Consummation Trust.

Except for an executory contract or unexpired lease that was
previously assumed, assumed and assigned, or rejected by Court
order with an effective date of the rejection on or before the
Effective Date or that is assumed pursuant to Article V.A of the
Plan or was assumed in the Confirmation Order, each executory
contract and unexpired lease entered into by a Debtor before
filing for bankruptcy is deemed rejected pursuant to Section 365
of the Bankruptcy Code, as of the Effective Date or the date of
rejection.

According to Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in
New York, if the rejection of an executory contract or unexpired
lease gives rise to a claim by the other party or parties to the
contract or lease, the Claim will be forever barred and will not
be enforceable against the Debtors, the Trusts, their respective
successors or their respective properties unless a proof of claim
is filed with the Court and served on the Post-Consummation Trust
no later than (i) Nov.r 12, 2007, or (ii) if the date of rejection
is after the Effective Date, 30 days after the date of rejection.

Unless previously filed with the Court, requests for payment of
administrative claims that arise on or before the Effective Date
must be filed with the Court and served on the Post-Consummation
Trust no later than November 12, 2007.

Holders of Administrative Claims that are required to file and
serve a request for payment of the Administrative Claim and do not
file and serve a request by the applicable bar date will be
forever barred from asserting the Administrative Claim against the
Debtors, the Post-Consummation Trust, the Litigation Trust or
their property, and the Administrative Claims will be deemed
discharged as of the Effective Date.

Professionals or other persons asserting a fee claim for services
rendered before the Effective Date must file and serve an
application for final allowance of the Fee Claim no later than
Nov. 12, 2007.

Any professional who may receive compensation or reimbursement of
expenses pursuant to the Ordinary Course Professional Order may
continue to receive compensation and reimbursement of expenses for
services rendered before the Effective Date, without further
review of or approval by the Court.  Any professional that is
entitled, pursuant to the Plan or Court order, to receive payment
from the Estates for fees and expenses incurred after the
Effective Date in connection with the Debtors' Chapter 11 cases
may be compensated by the Post-Consummation Trust without further
application to the Court.

Objections to any Fee Claim must be filed with the Court and
served on the Post-Consummation Trust and the requesting party by
the later of Dec. 12, 2007, and 30 days after the filing of the
payment request.

Mr. Schrock states that distributions to holders of allowed claims
will be made in accordance with the terms of Article VI of the
Plan and the Confirmation Order.

                      About Collins & Aikman

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

On Aug. 30, 2006, the Debtors filed a Joint Chapter 11 Plan and a
Disclosure Statement explaining that plan.  On Dec. 22, 2006, they
filed an Amended Plan and on Jan. 22, 2007, filed a modified
Amended Plan.  On Jan. 25, 2007, the Court approved the adequacy
of the Disclosure Statement.  On July 18, 2007, the Court
confirmed the Debtors' Liquidation Plan.  The Debtors' cases are
set to be closed on Feb. 28, 2008.  (Collins & Aikman Bankruptcy
News, Issue No. 77; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


COLLINS & AIKMAN: Shuts Down Operation After Asset Sale Completion
------------------------------------------------------------------
David N. Goodman of the Associated Press reports that Collins &
Aikman Corporation is closing after completing the sale of its
last major operations to a private equity group, International
Automotive Components, led by Wilbur Ross.

IAC is 75% owned by WL Ross & Co. LLC and by Franklin Mutual
Advisers LLC.  Lear Corp. owns 25% of IAC.

Mr. Goodman relates that Collins became troubled under the
leadership of former President Ronald Reagan administration budget
director, David Stockman, "who took it on an expansion drive on
the eve of a big downturn in the U.S. auto industry."  Mr.
Stockman has been accused of lying to investors about the
company's financial condition and is awaiting trial.

IAC recently completed its acquisition of Collins' soft trim
operations, which has been operating under Chapter 11 bankruptcy
protection for two years, Mr. Goodman says.  IAC's acquisitions
include 16 North American plants that manufacture carpeting,
molded floors, dash board parts and other interior vehicle
components.

According to Mr. Goodman, neither company disclosed the sale
price, but it was listed as $134,000,000 in regulatory proceedings
before the European Commission.

The 116-year-old Collins was a top supplier to the "Detroit Three"
automakers.  It once manufactured parts for almost every car built
in the United States.

                     About Collins & Aikman

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

On Aug. 30, 2006, the Debtors filed a Joint Chapter 11 Plan and a
Disclosure Statement explaining that plan.  On Dec. 22, 2006, they
filed an Amended Plan and on Jan. 22, 2007, filed a modified
Amended Plan.  On Jan. 25, 2007, the Court approved the adequacy
of the Disclosure Statement.  On July 18, 2007, the Court
confirmed the Debtors' Liquidation Plan.  The Debtors' cases are
set to be closed on Feb. 28, 2008.  (Collins & Aikman Bankruptcy
News, Issue No. 77; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


COLLINS & AIKMAN: Continues Sale of 400 Patents Despite Closure
---------------------------------------------------------------
Collins & Aikman Corp. will continue to market around 400
remaining patents for sale despite disclosing that it will cease
operations, Jewel Gopwani at the Free Press reported.

The patents from Collins & Aikman's plastics business relate to
vehicle interior components, of which more than half are for
technology that has not made it into vehicles yet.

Collins & Aikman vice president of research and development, Jim
Dowd, along with consultants and a few Collins & Aikman employees,
will remain to find buyers and licenses to use the technology.
According to Ms. Gopwani, the patents account for $150,000,000 the
company spent in the last decade on new technology.

The patents "will be sold at a substantially discounted price,"
Mr. Dowd said.  Proceeds from the sale will go to creditors.

Collins & Aikman is marketing the patents to companies in
Michigan and those considering Michigan, Ms. Gopwani related.
One of the company's patent consultants, Weston Anson, plans on
marketing the patents in China.

Gabe Fried, another patent consultant, said that along with the
product patent are other information, including books of data and
testing, and sources of materials and, in some cases, tools to
make prototypes.  "There is a lot of value here. . . It is just a
question of getting it into the hands of the right people," he
said.

                     About Collins & Aikman

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

On Aug. 30, 2006, the Debtors filed a Joint Chapter 11 Plan and a
Disclosure Statement explaining that plan.  On Dec. 22, 2006, they
filed an Amended Plan and on Jan. 22, 2007, filed a modified
Amended Plan.  On Jan. 25, 2007, the Court approved the adequacy
of the Disclosure Statement.  On July 18, 2007, the Court
confirmed the Debtors' Liquidation Plan.  The Debtors' cases are
set to be closed on Feb. 28, 2008.  (Collins & Aikman Bankruptcy
News, Issue No. 77; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


COOLSPORTS INC: Files List of 11 Largest Unsecured Creditors
------------------------------------------------------------
CoolSports Inc. submitted to the U.S. Bankruptcy Court for the
Southern District of Texas its list of creditors holding 11
largest unsecured claims.

   Entity                         Nature of Claim     Amount
   ------                         ---------------     ------
   Hi-Bird Motorcycle USA LLC     Trade Debt        $674,960
   621 West Reno                    Disputed
   Oklahoma City, OK 73105          Subject to
   Attn: Randall A. Rios            Setoff
   Munsch Hardt Kopf & Harr PC
   700 Louisiana
   Houston, TX 77002
   Tel: (731) 222-1470

   America Kayak Inc.             Trade Debt        $124,954
   18472 East Colina Road
   Suite 205
   City of Industry, CA 91745
   Tel: (626) 251-5375

   City Ocean Int'l Inc.          Trade Debt         $53,450
   1169 Fairway Drive               Disputed
   Suite 203                        Subject to
   City of Industry, CA 91789       Setoff
   Attn: William A. Gage, Jr.
   Buck, Keenan, Gage, Little
   & Lindley
   700 Louisiana, Suite 5100
   Houston, TX 77002
   Tel: (713) 225-4500

   R&L Carriers Inc.              Trade Debt         $31,630
   600 Gilam Rd.
   Wilmington, OH 45177
   Attn: Krista Jones
   Tel: (800) 543-5589 x 1418

   Texas Department of Trans.     Civil Penalty      $14,000
   Motor Vehicle Division           Disputed
   P.O. Box 2293
   Austin, TX 78768
   Attn: Scott Stephenson
   Tel: (512) 416-4800

   Internal Revenue Service       3rd Qtr. 2007       $3,852
   P.O. Box 21126                   Accrued Payroll
   Philadelphia, PA 19114           Tax Liability
   Tel: (800) 829-3903

   Guangzhou Branch Asia          Overseas Agent      $3,805
   Merchant Ass. (USA)
   RM 2905-2907 Southtower
   371-375 Hanshi Dong Road
   Guangzhou, China
   Tel: 86-20-8359-7376

   Toyota Lift of Houston         Trade Debt          $1,147
   7110 North Freeway
   Houston, TX 77076

   Ezequiel Suarez                Salary-Forklift       $437
                                    Operator

   Tomas Gonzales                 Salary-Warehouse      $350
                                    Manager

Headquartered in Houston, Texas, CoolSports Inc. --
http://www.anccoolsports.com/-- manufactures and sells
automobiles and other motor vehicles.  The Debtor filed for
chapter 11 bankruptcy protection on Aug. 26, 2007 (Bankr. S.D.
Tex. Case No. 07-35729).  Matthew Scott Okin, Esq. and Matthew
Scott Okin, Esq., at Okin & Adams, L.L.P. represent the Debtor in
its restructuring efforts.  When the Debtor filed for bankruptcy,
it listed assets between $100,000 and $100 million and debts
between $1 million and $100 million.


COOPER TIRE: Closes $7.4MM Rongcheng Stake Sale to ArcelorMittal
----------------------------------------------------------------
Cooper Tire & Rubber Company closed the sale of its wholly owned
subsidiary's 25% interest in Rongcheng Chengshan Steel Cord
Company to ArcelorMittal Wire Drawing Asia Sarl for $7.4 million.

Cooper Tire's acquisition of 51% of Cooper Chengshan Passenger
Tire Company Ltd., and Cooper Chengshan Tire Company Ltd., was
completed in early 2006 and included a 25% ownership position in
the steel cord factory which is located adjacent to the tire
manufacturing facility in Rongcheng City, Shandong, China.

"We continue to divest our interest in what we consider
non-core businesses, which includes the steel cord business,” Roy
V. Armes, Cooper Tire President and CEO, said.  “While it was not
considered a core product for Cooper, it did provide a steady
supply of quality steel cord to support our Chinese manufacturing
facilities.  This is a continuing effort by Cooper to focus on our
core tire manufacturing and marketing efforts.  The new owner will
remain one of our key suppliers of
steel cord."

               About Cooper Tire & Rubber Company

Headquartered in Findlay, Ohio, Cooper Tire & Rubber Company
(NYSE:CTB) -- http://www.coopertires.com/html/-- is a
manufacturer of replacement tires.  The company focuses on the
manufacture and sale of passenger and light truck replacement
tires.  It also manufactures radial medium and bias light truck
tires, and materials and equipment for the truck tire retread
industry. The Company also manufactures and sells motorcycle and
racing tires.  Cooper has two business segments: North American
Tire Operations and International Tire Operations.  The North
American Tire Operations segment produces passenger car and light
truck tires, primarily for sale in the United States replacement
market, and materials and equipment for the tread rubber industry.
The International Tire Operations segment has manufacturing
facilities in the United Kingdom and China. The segment has two
administrative offices and a sales office in China.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 21, 2007,
Moody's Investors Service affirmed these ratings on Cooper Tire &
Rubber Company: (i) corporate family rating, B2; (ii) probability
of default, B2; (iii) senior unsecured notes B2, LGD-4, 56%; (iv)
shelf filing for unsecured notes, (P)B2 ,LGD-4, 56%; (v) shelf
filing for preferred stock, (P)Caa1, LGD-6, 97%; and (vi)
speculative grade liquidity, SGL-2.


DAVID GALLOWAY: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: David Galloway
        14365 Southeast Micah Street
        Happy Valley, OR 97086
        Tel: (503) 936-0947

Bankruptcy Case No.: 07-34146

Chapter 11 Petition Date: October 14, 2007

Court: District of Oregon

Judge: Elizabeth L. Perris

Debtor's Counsel: James T. Shipley
                  2233 Northeast 47th Avenue
                  Portland, OR 97213
                  Tel: (503) 493-8383

Estimated Assets: $1 Million to $100 Million

Estimated Liabilities: $100,000 to $1 Million

Debtor's list of its 13 Largest Unsecured Creditors:

   Entity                      Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
   RoadLoans                                             $18,000
   P.O. Box 4459
   Huntington Beach, CA
   92605-4459

   GMAC, LLC                   Security Agreement        $10,889
   c/o CT Corporation
   System, RA                                     secured value:
   388 State St., Suite 420                              $40,000
   salem, OR 97301

   W.L. May Company                                       $7,500
   1120 Southeast Madison
   Portland, OR 97214

   Providence Medical                                     $5,000
   Business Office

   Wells Fargo                                            $3,300

   Oliveros & O'Brien                                     $1,500

   Capital One                                            $1,000

   Aspen                                                    $594

   Vancouver Eye Care                                       $221

   American Medical Response                                $220

   Credit Collection Services                               $160

   L.A. Fitness                                             $105

   Comcast                                                   $76


DELPHI CORP: To Sell Interiors and Closures Biz for $106 Mil.
-------------------------------------------------------------
Delphi Corporation (PINKSHEETS: DPHIQ) has entered into a master
sale and purchase agreement with a wholly owned subsidiary of The
Renco Group, Inc. for the sale of its global Interiors and
Closures business.  The agreement has been approved by Delphi's
Board of Directors.

The agreement contemplates a global divestiture of Delphi's
Interiors and Closures Businesses for a purchase price of
$106 million, which is comprised of the preliminary purchase
price of approximately $80 million, subject to certain
adjustments, and the Post-Closing Payments of approximately
$26 million.

Pursuant to the procedures outlined in the Bankruptcy Code,
Delphi filed a motion with the U.S. Bankruptcy Court for the
Southern District of New York to request a bidding procedures
hearing on Oct. 25, 2007.

Following the completion of the bidding procedure process, a
final sale hearing is anticipated to be set for Jan. 8, 2008.
The final sale of Delphi's Interiors and Closures business is
subject to the approval of the U.S. Bankruptcy Court and other
constituencies in the U.S. and abroad.

As outlined in the court filing, the master sale and purchase
agreement involves the entire global Interiors and Closures
business line, including: book of business, manufacturing
operations, intellectual property, personnel, supplier contracts
and share of joint ventures.  Delphi's Interiors and Closures
business operates manufacturing facilities in:

   --  Gadsden, Alabama;
   --  Cottondale, Alabama;
   --  North Kansas City, Missouri;
   --  Orion, Michigan;
   --  Adrian, Michigan;
   --  Woerth, Germany;
   --  Matamoros, Mexico;
   --  SDADS Joint Venture (Shanghai, China);
   --  KDS Joint Venture (Daegu, Korea); and
   --  Other contracted manufacturing locations.

                        About Delphi

Headquartered in Troy, Mich., Delphi Corporation (OTC: DPHIQ) --
http://www.delphi.com/-- is the single supplier of vehicle
electronics, transportation components, integrated systems and
modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  Delphi has regional
headquarters in Japan, Brazil and France.

The company filed for chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represents the Official Committee of Unsecured Creditors.  As of
Mar. 31, 2007, the Debtors' balance sheet showed $11,446,000,000
in total assets and $23,851,000,000 in total debts.

The Debtors' exclusive plan-filing period expires on
Dec. 31, 2007.  On Sept. 6, 2007, the Debtors filed their
Chapter 11 Plan of Reorganization and a Disclosure Statement
explaining that Plan.  (Delphi Bankruptcy News, Issue No. 88
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000)


DR HORTON: Net Sales Orders Drop, Cancellation Rate Rises 48%
-------------------------------------------------------------
D.R. Horton, Inc. reported net sales orders for the fourth quarter
ended Sept. 30, 2007 of 6,374 homes ($1.3 billion), compared to
10,430 homes ($2.5 billion) for the same quarter of fiscal year
2006.  Net sales orders for fiscal year 2007 totaled 33,687 homes
($8.2 billion), compared to 51,980 homes ($13.9 billion) for
fiscal year 2006.  The company's cancellation rate (sales orders
cancelled divided by gross sales orders) for the fourth quarter of
fiscal 2007 was 48%.

"Market conditions for new home sales declined in our September
quarter as inventory levels of both new and existing homes
remained high while pricing remained very competitive,” Donald R.
Horton, Chairman of the Board, said.  “We also experienced reduced
mortgage availability due to tighter lending standards, and buyers
continued to approach the home buying decision cautiously.  We
expect the housing environment to remain challenging.

"We continue to focus on reducing inventory, generating cash flow
and reducing outstanding debt.  We significantly reduced our homes
under construction during the fourth quarter, which contributed to
achieving our cash flow from operations goal of $1 billion for the
fiscal year."

The company will release its fourth quarter results on Nov. 20,
2007 before the market opens.

During the fourth quarter, the company aligned its external
reporting regions with changes in its internal reporting regions.
The new Midwest region includes these markets: Denver, Chicago and
Minneapolis.  Denver was previously reported in our Southwest
region and Chicago and Minneapolis were previously reported in our
Northeast region. The changes in reporting regions have no effect
on the company's consolidated financial position, results of
operations or cash flows for the periods presented.

                       About D.R. Horton

Headquartered in Fort Worth, Texas, D.R. Horton Inc. (NYSE: DHI)
-- http://www.drhorton.com/-- is engaged in the construction and
sale of high quality homes with sales prices ranging from $90,000
to over $900,000.  D.R. Horton also provides mortgage financing
and title services for homebuyers through its mortgage and title
subsidiaries.  D.R. Horton operates in 83 markets in 27 states in
the Northeast, Southeast, South Central, Southwest, California and
West regions of the United States.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 30, 2007,
Fitch Ratings affirmed D.R. Horton Inc.'s Senior Subordinated debt
rating at 'BB+'.  Fitch also revised D.R. Horton's Rating Outlook
to Negative from Stable.


EAGLE BROADBAND: Closes Asset Sale Pact With Nighthawk Systems
--------------------------------------------------------------
Eagle Broadband Inc. completed an asset purchase agreement with
Nighthawk Systems Inc. whereby Nighthawk Systems Inc. purchased
all rights, title, and interest in Eagle Broadband's set-top box
business.

"When Nighthawk approached us with an extremely attractive offer,
we felt that selling this business would provide a more immediate
return and give us the ability to focus our attention on the
service areas of our business," Brian Morrow, Chief Operating
Officer of Eagle Broadband, Inc., said.  "This transaction
significantly reduces Eagle's financial pressures by paying off a
large portion of our debt, and providing us the opportunity to
reorganize our staff and capabilities.  Eagle's primary objective
is to move to a profitable business model just as quickly as
possible.  The burden of continuing interest costs on our formerly
secured debt and the escalating product development costs in our
set-top box business were both major financial impediments to
achieving that objective."

As part of this sale, the team of set-top box engineers and
support staff formerly with Eagle has now become employees of
Nighthawk effective immediately.

"This decreases our headcount and monthly overhead expenses, which
is another added benefit for Eagle," Mr. Morrow added.

Nighthawk anticipates migrating the current Eagle customer base
immediately as well.

                      About Eagle Broadband

Headquartered in League City, Texas, Eagle Broadband Inc. (OTC BB:
EAGB) --  http://eaglebroadband.com/-- is a technology company
that develops and delivers products and services in three core
business segments: IPTV -- Eagle Broadband's IPTVComplete(TM)
provides direct access to more than 250 channels of high-demand
programming from popular entertainment providers, often using
Eagle's high-definition, set-top boxes.

SatMAX(R) -- Eagle Broadband's SatMAX provides indoor/outdoor
communications utilizing the global Iridium-based satellite
communications system.  It offers both fixed and mobile solutions,
including the emergency first responder SatMAX Alpha "SatMAX-in-a-
suitcase" technology.

                      Going Concern Doubt

LBB & Associates Ltd. LLP in Houston, Texas, expressed substantial
doubt about Eagle Broadband Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
fiscal years ended Aug. 31, 2006, and 2005.  The auditing firm
pointed to the company's negative working capital, losses in 2005
and 2006, and need for additional financing necessary to support
its working capital requirements.


EL PASO: Units Receive Requisite Consents on Notes Offerings
------------------------------------------------------------
Southern Natural Gas Company and Colorado Interstate Gas Company,
subsidiaries of El Paso Corporation, have received the requisite
consents with respect to their consent solicitations from holders
of the notes, to the adoption of certain proposed amendments to
the indentures governing the notes.

SNG's consent solicitation related to its:

   -- 6.125% Notes due Sept. 15, 2008;
   -- 5.90% Notes due April 1, 2017;
   -- 7.35% Notes due Feb. 15, 2031; and
   -- 8% Notes due March 1, 2032.

CIG's consent solicitation related to its:

   -- 5.95% Senior Notes due March 15, 2015;
   -- 6.80% Senior Notes due Nov. 15, 2015; and
   -- 6.85% Senior Notes due June 15, 2037.

The consent solicitations expired at 5:00 p.m., New York City
time, on Oct. 11, 2007.  As of the Expiration Date, SNG had
received consents of holders of a majority in aggregate principal
amount of each series of the SNG Notes and CIG had received
consents of holders of a majority in aggregate principal amount of
the CIG Notes of all series, considered together as a single
class, representing, in each case, a percentage sufficient to
amend the indentures.

SNG or CIG, will pay each holder of Notes who delivered a valid
consent prior to the Expiration Date a cash consent fee of $2.50
for each $1,000 in principal amount of Notes in respect of which
such consent was delivered.

The amendments to the indentures governing the Notes will become
effective upon execution of the supplemental indentures
incorporating the amendments, which is expected to occur promptly.

Merrill Lynch & Co. and JPMorgan acted as Solicitation Agents for
the consent solicitations.  Global Bondholder Services Corporation
acted as the Information Agent and Tabulation Agent.

                    About El Paso Corporation

Headquartered in Houston, Texas, El Paso Corporation (NYSE: EP) --
http://www.elpaso.com/-- is an energy company that provides
natural gas and related energy products.  The company owns North
America's interstate pipeline system, which has approximately
55,500 miles of pipe.  It also owns approximately 470 billion
cubic feet of storage capacity and a liquefied natural gas import
facility with 806 million cubic feet of daily base load send out
capacity.  El Paso's exploration and production business is
focused on the exploration for and the acquisition, development
and production of natural gas, oil and natural gas liquids in the
United States, Brazil and Egypt.  It operates in three business
segments: Pipelines, Exploration and Production and Marketing.  It
also has a Power segment, which holds its remaining interests in
international power plants in Brazil, Asia and Central America.

Southern Natural Gas Company's business consists of the interstate
transportation and storage of natural gas and LNG terminalling
operations.

Colorado Interstate Gas Company's business consists of the
interstate transportation, storage and processing of natural gas.

                          *     *     *

Moody's Investor Services placed El Paso Corporation's probability
default and long term corporate family ratings at "Ba3" in March
2007, which still holds to date.  The outlook is positive.


FIRST DATA: Fitch Rates $2 Billion Senior Unsecured Notes at B-
---------------------------------------------------------------
Fitch Ratings has assigned a 'B-' rating to First Data Corp.'s
proposed senior unsecured notes offering as:

  -- Up to $2 billion senior unsecured notes due 2015 rated 'B-
     /RR6'.

Fitch previously assigned these ratings to FDC on Sept. 17, 2007,
following its leveraged buyout by Kohlberg Kravis Roberts & Co.:

  -- Long-term Issuer Default Rating 'B+';
  -- $2 billion senior secured revolving credit facility due
     2013 'BB/RR2';
  -- $13 billion senior secured term loan B due 2014 rated
     'BB/RR2'.

The Rating Outlook is Stable.

Liquidity is adequate with approximately $500 million in cash and
$1.8 billion available under a $2 billion senior secured credit
facility maturing in 2013.  Fitch expects FDC to generate minimal
free cash flow in the first year following the close of its
acquisition by KKR.

FDC's debt pro forma is approximately $23 billion, consisting of a
$13 billion senior unsecured term loan B due 2014;
$2 billion in senior unsecured notes expiring 2015;
$4.5 billion remaining on a senior unsecured 12-month bridge
facility expiring September 2008; $2.5 billion drawn on a senior
subordinated 12-month bridge facility expiring
September 2008; and $1 billion of senior unsecured PIK notes due
2016 issued at a holding company and structurally subordinated to
all other existing debt.

FDC has bank commitments in place that require the remaining
bridge facilities to either be replaced or converted into
equivalent eight-year senior unsecured notes and nine-year senior
subordinated notes.  Of the $4.5 billion remaining under the
senior unsecured bridge facility, $2.75 billion is in the form of
senior unsecured PIK notes for the first four years, converting to
cash pay notes in 2011.


FIRST MAGNUS: Gets Court's OK to Hire Greenberg Traurig as Counsel
------------------------------------------------------------------
First Magnus Financial Corporation obtained authority from the
U.S. Bankruptcy Court for the District of Arizona in Tucson to
employ Greenberg Traurig LLP as its general bankruptcy counsel.

Greenberg will:

   * to provide legal advice with respect to the debtor's powers
     and duties as a debtor-in-possession in the    management of
     its assets;

   * to prepare applications, motions, answers, orders, reports
     and other legal papers on behalf of the Debtor;

   * to appear in and protect before the Court the Debtor's
     interests

   * to assist with any disposition the Debtor's assets by
     sale or otherwise; and

   * to perform all other legal services for the debtor which may
     be necessary and proper in the proceedings.

Generally, the firm's hourly rates are:

          Designation             Hourly Rate
          -----------             -----------
          Shareholders            $300 - $900
          Associates              $150 - $490
          Legal assistants         $50 - $260

John R. Clemency, Esq., a partner at Greenberg, will lead this
engagement and will bill $475 per hour.

Mr. Clemency assures the Court that Greenberg Taurig is a
"disinterested person" as that phrase is defined in Section
101(14) of the Bankruptcy Code, as modified by Section 1107(b).

The firm can be reached at:

                 Greenberg Traurig, L.L.P.
                 Suite 700, 2375 East Camelback Road
                 Phoenix, AZ 85016
                 Telephone: (602) 445-8000
                 http://www.gtlaw.com/

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

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


FIRST MAGNUS: Says BofA's Objection to Cash Collateral Use is Moot
------------------------------------------------------------------
First Magnus Financial Corporation asks the Hon. James M. Marlar
of the U.S. Bankruptcy Court for the District of Arizona to deny
Bank of America's objection to its request to use lenders' cash
collateral as moot.

The Debtor says that Bank of America failed to establish its
rights to any funds as well as it did not object to the previous
Court order approving the Debtor's use of $1,300,000 in cash on
hand for payroll and other expenses.

As reported in the Troubled Company Reporter on Sept. 11, 2007,
First Magnus' motion to borrow $15,000,000, including $5,000,000
on an interim basis, from Wells Fargo Business Credit and Summit
Investment Management LLC was denied by Judge Marlar.

At that time, Judge Marlar did not say whether he'll allow the
Debtor's proposal to use the cash collateral.

Prior to the Court's order on the matter, Countrywide Warehouse
Lending reminded the Court that it does not consent to granting
any senior, priming liens on its collateral and the Debtor's use
of its "cash collateral."

                     Bank of America Objects

Bank of America tells the Court that it does not approve First
Magnus's attempt to use as cash collateral any mortgage payments
or sold mortgage loan cash the Debtor owes to Bank of America.

James B. Ball, Esq., at Poli & Ball, in Phoenix, Arizona, says
that the Debtor has in its possession $107,000 from the payoff of
the mortgage loans, which the Debtor already sold to Bank of
America under the Correspondent, Loan Purchase and Sale
Agreement.

Mr. Ball points out that pursuant to the agreement, the Debtor
should transfer the funds to Bank of America.  He, however, says
that the Debtor has not only refused to turn over the payoff
funds to Bank of America but is also attempting to use the funds
as cash collateral.

Accordingly, Mr. Ball asks the Court to:

   * disallow any use by the Debtor of the sold mortgage loan
     cash; and

   * require that the Debtor immediately turn the funds over to
     Bank of America.

                       About First Magnus

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

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


FIRST MAGNUS: Financial Advisor MCA Asks Court to Raise Fee Cap
---------------------------------------------------------------
MCA Financial Group, Ltd. asks the Court to reconsider the fee
cap for the services it provided to First Magnus Financial
Corporation from Aug. 21, 2007, to Sept. 20, 2007.

On Sept. 7, 2007, the Court approved the Debtor's application to
employ MCA as its financial advisor, and ruled that the firm's
fees during the 30-day retention period should not exceed $75,000.

Steven N. Berger, Esq., at Engelman Berger, P.C., in Phoenix,
Arizona, says that MCA incurred $181,010 in professional fees
during the period, which exceeds the fee cap.  Of the amount,
$120,736 was incurred from the Debtor's bankruptcy filing to
Sept. 7, 2007, while $60,273 was incurred from September 8 through
the end of the initial retention period.

Mr. Berger says that from the Petition Date to September 7, 2007,
MCA assembled, analyzed and prepared lease rejections on the
Debtor's approximately 300 office locations with a monthly cost
of almost $2,000,000, therefore, avoiding massive administrative
costs to the estate.

Mr. Berger further says that a significant portion of the fees
incurred after September 7 were related to ensuring the timely
and accurate completion of the Debtor's statements of assets and
liabilities, and statement of financial affairs, in which the
Debtor did not have the knowledge and capability with.  Moreover,
MCA also assisted the Debtor in marketing, negotiation and sale
of assets since the Debtor did not have the personnel to manage
the sale.

Mr. Berger says that MCA performed the services during the period
in good faith, expecting that the fee cap was determined without
the full facts and knowledge as to what services and value MCA
was providing to the Debtor.

Mr. Berger says that MCA does not request a reconsideration of
the fee cap for the second 30-day retention period since the firm
has made arrangements with the Debtor to work within the $75,000
fee cap.  He adds that the Court was already informed that MCA's
fees will decrease significantly as the case progresses.

                       About First Magnus

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

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


FIRST MAGNUS: WNS Sees $30MM Rejection Claim Under Trinity Deals
----------------------------------------------------------------
WNS North America Inc. asks the U.S. Bankruptcy Court for the
District of Arizona to direct First Magnus Financial Corporation
to assume or reject the Master Services Agreement and related
contracts with Trinity Partners Inc. not later than 10 days after
the hearing on and approval of the request.

The agreement, which was reached in 2003, and its related
contracts incorporated various Service Orders, under which WNS is
obligated to provide the Debtor through Nov. 30, 2010:

     * business process management services that also require WNS
       to provide 150 to 200 workers and pay for their
       compensation; and

     * extended IT services requiring 20 to 25 workers.

The agreement was amended in 2005, when WNS Holdings Limited
purchased the stock of Trinity from the Debtor.  The initial term
of the agreement and its related contracts was extended to
April 1, 2011.

WNS' counsel, Nancy J. March, Esq., at DeConcini McDonald Yetwin &
Lacy, PC, in Tucson, Arizona, says that pursuant to the amended
agreement, the Debtor guaranteed a "minimum quantum of business of
not less than $60 million in revenues from Nov. 1, 2005, until
March 31, 2011."  She adds that WNS estimates that more than
$30 million of the amount under the agreement and contracts
remains and would form WNS' basis of a rejection claim.

Ms. March says that the Debtor has estimated the total of non-
rejection general unsecured claims in the case to be $20 million.
She adds that given the projected amount of the general unsecured
claim of WNS resulting from the rejection of the agreement and
the contracts, it will be material to any vote to accept or
reject any Plan of Liquidation that the Debtor may propose.
Ms. March further says that it is also important to establish the
allowed claim of WNS by compelling the Debtor to assume or reject
the agreement and the contracts.

Ms. March contends that WNS is being harmed by its obligations
under the Service Orders to make employees available at all times
to provide business resources and IT functions for the Debtor.

Ms. March further says that the Debtor would not be harmed by its
assumption or rejection of the agreement and the contracts.  On
the contrary, the Debtor's estate and its creditors would benefit
from a curtailment of the administrative expense damages that
accrue daily under the agreement and the contracts, which would
facilitate the voting on any proposed consensual Plan, Ms. March
points out.

                        About First Magnus

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

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


FORD MOTOR: Expects to Sell British Marques in Two Months
---------------------------------------------------------
John Fleming, head of Ford Motor Co.'s European operations, sees
to sell Jaguar and Land Rover brands in two months time to a
single bidder, various reports say.  Mr. Fleming expressed,
according to the reports, that the two luxury brands could not be
sold separately because they are highly integrated.

On the other hand, Mr. Fleming stated that Ford continues to
evaluate the effects of a possible sale of its Swedish brand,
Volvo, to the firm, the reports add.

Early this month, the Troubled Company Reporter said, citing
Financial Times, that Terra Firma Capital Partners Limited has
joined the bid for Ford's British marques as Guy Hands, Terra's
head, began to accomplish due diligence for the bid.

Terra joined four other suitors, Ripplewood Holdings LLC, Tata
Motors Limited, TPG Capital L.P. also known as Texas Pacific
Group, and One Equity Partners in the bid.  Two Indian firms,
Mahindra & Mahindra and Cerberus, had quit the buying race.

Ford had been expecting indicative bids this month.  The car maker
seeks to finalize the sale deal by December or early next year.

                         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.


FUNDING CO: S&P Assigns 'B' Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating and stable outlook to Funding Co., a special-purpose
entity formed solely to enter into a credit agreement and sale-
leaseback arrangement with operating company Varel
International Industries L.P.

At the same time, S&P assigned Funding Co.'s proposed
$160 million senior secured bank facilities a 'B+' rating.  S&P
assigned the facilities a '2' recovery rating, indicating
expectation for substantial (70%-90%) recovery in a simulated
payment default.  The rated facilities will consist of a
$140 million first-lien term loan and a $20 million revolving
credit facility.  Pro forma for the pending debt issuances, S&P
expect that Carrollton, Texas-based Varel will have
$217 million in lease-adjusted total debt, consisting of a
$140 first-lien term loan, a $75 million mezzanine commodities
purchase facility (unrated), and $2 million in operating-lease
adjustments.

"The ratings on the special-purpose entity reflect Varel's small
market position in drillbit manufacturing, highly leveraged
capital structure, and cyclical end markets," said Standard &
Poor's credit analyst Amy Eddy.  "These weaknesses are partially
offset by improving financial performance, a geographically
diverse revenue base, and low capital-spending requirements."


GENERAL MOTORS: S&P Says Ratings Remain on Positive CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its long-term ratings
on General Motors Corp. remain on CreditWatch with positive
implications, where they were placed Sept. 26, 2007.  S&P placed
the ratings on CreditWatch when GM and its main union, the United
Auto Workers, reached a tentative new labor contract.  The UAW has
since approved that contract, and GM discussed the contract's
economics.  S&P expect to resolve the CreditWatch listing by Oct.
31, 2007.

"We view the new contract as favorable to GM compared with past
agreements and believe the contract will support GM's turnaround
plan in North America," said Standard & Poor's credit analyst
Robert Schulz.

S&P will resolve the GM CreditWatch listing first, but S&P will
subsequently conduct similar reviews of Ford Motor Co. (B/Watch
Pos/B-3) and Chrysler LLC (B/Watch Pos/--).  Chrysler has reached
an agreement with the UAW, and S&P expect Ford to reach one soon.


HIDDEN SPLENDOR: Case Summary & 40 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Hidden Splendor Resources, Inc.
             50 West Liberty Street, Suite 880
             Reno, NV 89501-1977

Bankruptcy Case No.: 07-51378

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Mid-State Services, Inc.                   07-51379

Type of Business: The Debtor is a real estate investment trust.

Chapter 11 Petition Date: October 15, 2007

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtors' Counsel: John A. White, Jr., Esq.
                  335 West First Street
                  Reno, NV 89503
                  Tel: (775) 322-8000
                  Fax: (775) 322-1228

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Hidden Splendor Resources,    $10 Million to         $1 Million to
Inc.                             $50 Million           $10 Million

Mid-State Services, Inc.       $1 Million to         $1 Million to
                                 $10 Million           $10 Million

A. Hidden Splendor Resources, Inc's 20 Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Internal Revenue Service       excise & payroll        $1,358,937
P.O. Box 660264                taxes
Dallas, TX 75266-0264

Howard Kent                    loan                      $800,000
261 East 300 South,
Suite 350
Salt Lake City, UT 84111

Minerals Management Services   royalty on coal sold      $239,911
P.O. Box 5810
Denver, CO 80217-5810

Jennmar Corporations           parts vendor              $181,460

Pierce Oil                     supplies                  $163,105

Fairmont Supply Co.            supplies                  $149,825

Industrial Electric Moto       supplies                  $144,730

Tram Electric                  supplies                  $130,088

Rockwood Casualty Insurance    worker's comp             $122,807
                               insurance

Joy Mining Machinery           supplies                   $91,428

Dan R. Baker                   independent contractor     $87,129

Echo Industries                vendor                     $78,673

R.M. Wilson Co.                vendor                     $53,149

F.M.C. Technologies            vendor                     $50,651

T.R. Electric & Supply Com     vendor                     $45,706

G.C.R. Price Tire Center       vendor                     $45,339

Utah State Tax Commission      taxes                      $85,000

Total Mining                   vendor                     $44,918

Bookcliff Sales, Inc.          vendor                     $42,814

Price Mine Services, Inc.      vendor                     $38,273

B. Mid-State Services, Inc's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Price Machine & Repair, Inc.   loan                       $84,000
P.O. Box 915
Price, UT 84501

Oldenburg Group, Inc.          vendor                     $62,803
Box 88998
Milwaukee, WI 53288-0998

McLanahan Corp.                vendor                     $59,241
200 Wall Street
P.O. Box 229
Holidaysburg, PA 16648

Pierce Oil                     vendor                     $32,976

Utah State Tax Commission      vendor                     $29,151

Motion Industries, Inc.        vendor                     $21,540

Tram Electric                  vendor                     $22,213

Price Mine Service             vendor                     $21,434

Wheeler Machinery Co.          vendor                     $21,370

Sandvik Mining & Construction, vendor                     $18,720
L.L.C.

Zions Bank                     credit card                $17,722

Price Water Improvement        vendor                     $17,266
District

Internal Revenue Service       payroll tax                $15,120

Arava Natural Resources        vendor                     $13,674

A.R.O. Mining Products, Inc.   vendor                     $13,617
U.S.A.

Castle Country Hydraulic &     vendor                     $12,184
Supply

Praxair Distribution           vendor                     $10,366

P.C.E. Pacific, Inc.           vendor                      $9,733

N.A.P.A. of Price              vendor                      $9,483

D.B.T.                         vendor                      $8,802


HOMEBANC CORP: Wants December 18 Set as General Claims Bar Date
---------------------------------------------------------------
HomeBanc Mortgage Corporation and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware to
establish:

     * Dec. 18, 2007, 4:00 p.m. Pacific Time, as the deadline
       for creditors to file proofs of claims that arose prior to
       or on the Petition Date; and

     * Feb. 5, 2008, at 4:00 p.m., as the deadline for
       governmental units to file proofs of claims for unpaid
       taxes that arose from prepetition tax years or prepetition
       transactions to which the Debtors were a party.

According to Joseph M. Barry, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, says that the purpose of
the Bar Date is to provide a deadline by which to determine the
nature, validity and amount of all claims against the Debtors to
allow the Debtors to fully administer the estates and make
distributions under any Chapter 11 plan confirmed in the cases.

The Debtors propose that any entity asserting claims against
more than one Debtor must file a separate claim with respect to
each of the Debtors, as well as identify on his claim form the
particular Debtor against which the claim is asserted.

The Debtors also propose that any entity that fails to file a
claim by the applicable Bar Date should not be treated as a
creditor with respect to the claim for the purposes of voting on
and distribution under a proposed or confirmed Chapter 11 plan in
the case.

The Debtors further propose to serve on all known entities
holding potential prepetition claims with a Bar Date Notice, and
an Official Form No. 10.  The Bar Date Notice states, among other
things, that claims must be filed with Kurztman Carson Consultants
LLC on or before the applicable Bar Date.

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 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: Court Approves MountainView Servicing as Broker
--------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave HomeBanc Mortgage Corporation and its debtor-affiliates
authority to employ MountainView Servicing Group LLC as providers
of investment banking services.

As of their bankruptcy filing, the Debtors serviced approximately
48,300 loans with an aggregate principal amount of approximately
$8,800,000,000.  The Debtors continue to conduct the servicing
business, which constitutes a valuable asset of their estates.

The Debtors, however, have obtained the Court's approval to
implement an expedient bidding and auctions procedure for a sale
of their servicing business.

MountainView is expected to provide these services in order to
maximize the price of the Debtors' mortgage servicing portfolio:

   (i) Construction of a servicing sales offering to be
       distributed to qualified buyers;

  (ii) Distribution of the servicing offering along with loan
       level data and pricing models to qualified buyers;

(iii) Coordinating due diligence requests;

  (iv) Review of all bids (pricing and terms and conditions) with
       appropriate parties;

   (v) Negotiation of pricing terms and conditions; and

  (vi) Discussion of due diligence findings and negotiation of
       purchase and sale agreement.

Pursuant to a Brokerage Agreement signed with the Debtors,
MountainView's brokerage fee will be calculated according to the
ultimate purchase price of the portfolio:

   (a) If HomeBanc sells the portfolio for less than 72 basis
       points ($63,360,000), MountainView will be paid one
       half basis point (.005%), or $440,000 ($8,800,000,000 X
       .005%);

   (b) If HomeBanc sells the portfolio for a minimum of 72 basis
       points ($66,360,000) but less than or equal to 75 basis
       points ($66,000,000) then MountainView shall receive five
       eighths of one basis point (.00625%), or $550,000;

   (c) If HomeBanc sells the portfolio at a price greater than 75
       basis points ($66,000,000) but less than or equal to 81
       basis points ($71,280,000), then MountainView will be
       paid three quarters of one basis point (.0075%), or
       $660,000; and

   (d) If HomeBanc sells the portfolio for more than 81 basis
       points ($71,280,000), then MountainView will be paid
       one basis point (.01%), or $880,000.

The calculated fees will be a minimum of $50,000 and will increase
depending on the ultimate purchase price of the portfolio.

MountainView will have the exclusive right to market the Debtors'
servicing business for 90 days.

The Debtors will reimburse MountainView for other charges,
including expense reimbursements, photocopy services and the
like.

The Debtors submit that MountainView does not hold any
disqualifying interest adverse to the Debtors in matters upon
which the firm is to be engaged for Debtors.

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 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: Gets Nod to Pay Incentives to "Hands On" Managers
-----------------------------------------------------------
HomeBanc Mortgage Corporation and its debtor-affiliates obtained
the U.S. Bankruptcy Court for the District of Delaware's approval
to award incentives of up to $391,875 in the aggregate to five
"hands on" management employees.

Eligible recipients are Cameron Beane, Director \u2013 Secondary
Marketing; Marilyn Eberhardt, Loan Servicing Director; Roy
Briggs, III, Loan Servicing Director; Kortney Rollinger
Resource Planning/Financial Analysis Manager; and Donna Cribbs,
Product Development, each entitled to receive between $54,000 to
$116,000, about 50% to 75% of their annual salaries.

The U.S. Trustee had objected to the proposal, citing that the
performance criteria for the incentives "substantially mirrors"
the job expectations for the hands-on management level employees
before the Debtors' bankruptcy filing. Hence, according to the
U.S. Trustee, these employees, do not add value to the estate,
failing to comply with Section 503(c)(1) of the Bankruptcy Code,
which limits payments to insiders.

Nevertheless, Bankruptcy Judge Kevin J. Carey approved the
incentive payments, contingent upon the Debtors' servicing
business, which will be auctioned off on October 18, being sold
for at least $50,000,000. The five employees, according to the
Debtors, are responsible for overseeing and controlling their
servicing business on a day-to-day operational level.

The Debtors earlier obtained Court-approval to pay up to $849,074
in bonuses to about half of its employees, under a non-insider
key employee retention plan, to persuade the employees to stick
with the company. The five management-level employees were
previously included in the original KERP but were subsequently
removed in light of the U.S. Trustee's contentions that they are
insiders.

In August 2007, with the liquidity crisis surrounding the
mortgage-lending industry, the Debtors drastically reduced their
workforce from 1,000 employees down to 184. The Debtors expect
to further reduce their workforce after they complete the wind
down of their businesses.

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. 7; Bankruptcy
Creditors' Services Inc. http://bankrupt.com/newsstand/or
215/945-7000).


INDIANAPOLIS DOWNS: High Debt Leverage Cues S&P's "B" Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Indianapolis Downs LLC.  The rating outlook is
stable.

At the same time, Standard & Poor's assigned its  issue level and
recovery ratings to the company's planned $420 million of secured
notes, comprising $370 million senior secured notes due 2012 and
$50 million senior subordinated payment-in-kind (PIK) notes due
2013.  The senior notes are rated 'B', with a recovery rating of
'4', indicating that lenders can expect average (30%-50%) recovery
in the event of a payment default.  The subordinated notes are
rated 'CCC+', with a recovery rating of '6', indicating that
lenders can expect negligible (0%-10%) recovery in the event of a
payment default.

Proceeds from the bank facilities will be used to pay gaming
license fees to Indiana, to build a gaming facility for slot
operations next to its existing Indiana Downs racetrack, and to
repay existing indebtedness.

"The rating reflects the company's pro forma high debt leverage,
partially driven by very high licensing fees, an anticipated heavy
interest burden, construction and start-up risks associated with
the planned slot facility, and reliance on a single property for
cash flow generation," said Standard & Poor's credit analyst
Melissa Long.  "These factors are partially tempered by a
satisfactory interest reserve account and the relatively good
location of Indiana Downs."

Given its private company status, Indianapolis Downs does not
publicly disclose its financial statements.  Like most gaming
projects, however, the company will be highly leveraged at
opening, with credit measures expected to be in line with the
ratings.


INDIANAPOLIS DOWNS: Moody's Rates $50 Million Senior Notes at Caa2
------------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
and stable rating outlook to Indianapolis Downs, LLC.  Moody's
also assigned a B3 (LGD-4, 58%) rating to the company's
$370 million second lien senior secured guaranteed notes due 2012,
a Caa2 (LGD-6, 94%) to the $50 million senior secured subordinated
pay-in-kind (PIK) notes due 2013.  The notes are being issued
under Rule 144A under the Securities Act of 1933 and will not be
registered under securities laws.  Indiana Downs Capital Corp. is
the co-issuer of the Notes.

Proceeds from the Notes along with $30 million preferred equity,
$26 million of equipment financing and cash flow from operations
will be used to fund:

   1. the first installment ($150 million) of the gaming license
      fee due to the state of Indiana;

   2. construction of a racino facility located in Shelbyville,
      Indiana;

   3. pre-fund interest and $25 million of the $100 million final
      gaming license fee payment due Nov. 1, 2008; and

   4. repay existing debt.

The B3 corporate family rating reflects development and ramp-up
risk, a reliance on cash flow from the opening of Phase I (June
2008) to fund a portion of development costs for Phase II (opening
January 2009), the company's single property profile, and high
pro-forma leverage relative to Indiana Down's scale of operations.
At an assumed $360 slot win per unit per day rate, debt/EBITDA at
the end of 2009 would approximate 6.5x including the preferred
equity.  Although Indiana Downs was granted one of only two slot
licenses awarded to racetracks in the state, there is already a
significant amount of competition from five existing casino
facilities within a 125 miles radius, and the other racetrack
awarded a slot license - Hossier Park -- located within
approximately 30 miles of Indiana Downs -- is expected to open in
the next year as well.  The rating also considers market risk
associated with issuer's need to raise additional debt of
$75 million to pay the second installment of the gaming license
fee due by Nov. 1, 2008, and approximately $26 million for the
purchase of gaming equipment.  At closing, the issuer expects to
have a commitment to provide a $75 million three year first lien
term loan that will be subject to a number of conditions,
including no defaults or material adverse change in the company,
from an affiliate of Jefferies & Company.

Positive rating consideration is given to the Indiana gaming
market's growing slot win per unit per day, population density
within 75 miles of Indiana Downs, the positive development and
operating track record of the third party management company -- an
affiliate of the Cordish Company, and adequate liquidity.
Liquidity support includes an interest reserve funded from note
proceeds to cover 2.5 senior note coupon payments and a separate
sponsor funded $35 million completion and interest reserve that is
available to support interest on the senior notes until the fourth
coupon payment.  In addition, post closing, the company is
expected to put in place a $25 million first lien revolver to
provide further liquidity support.

The proceeds from the Notes will be deposited into a construction
disbursement account and an interest reserve account and will be
disbursed pursuant to a cash collateral and disbursement
agreement.  The Notes are secured by a lien on substantially all
of the issuer's assets.  However, pursuant to the terms of an
inter-creditor agreement, such liens will be contractually
subordinated to first lien facilities up to $100 million, and so
the senior and senior subordinated notes effectively have second
and third liens, respectively.  Interest on the senior
subordinated notes will be payable in cash, provided that the
Company has the option to pay interest in kind if the fixed charge
coverage ratio, as defined, is less than 1.25x.

The stable rating outlook anticipates that phases one and two of
the project will be completed on-time and on budget and will
generate a sufficient return to meet debt service requirements.
The outlook reflects the existence of sufficient liquidity to
support operations if the cash flow of Indiana Downs ramps up more
slowly than expected.  Completion of the racino on time and on
budget along with initial ramp-up indications that meet or exceed
current projections could result in a positive rating action.

Indianapolis Downs, LLC is a private company that owns and
operates Indiana Downs, a 180-acre pari-mutuel horse racing
facility located about 25 miles southeast of Indianapolis, Indiana
in Shelbyville, Indiana.  At this site, the company is developing
a 200,000 square foot facility with 100,000 square feet of gaming
space.  The facility will include existing pari-mutuel wagering on
live horse racing, 2,000 slot machines, a number of restaurants
and group facilities.  The facility is expected to be completed in
two phases, phase one in June 2008 with 1,000 slot machines and
phase two in Jan 2009 with another 2,000 slot machines.
Indianapolis Downs, LLC is majority owned by various Oliver Family
Trusts through Oliver Racing, LLC.  The new facility is being
managed by an affiliate of The Cordish Company pursuant to a
development and management agreement.


ISOTIS INC: Adjourns Special Stockholders Meeting to October 23
---------------------------------------------------------------
IsoTis, Inc. has adjourned the special meeting of stockholders it
called to approve the acquisition of IsoTis by Integra
LifeSciences Holdings Corporation pursuant to an agreement and
plan of merger dated as of Aug. 6, 2007.

The special meeting of stockholders was held at 9 a.m. Pacific
time Oct. 11, 2007.  An insufficient number of shares was present
at the meeting to establish the quorum necessary to approve the
proposed transaction.  As a result, IsoTis determined to adjourn
the meeting to Oct. 23, 2007 until 7.30 a.m. Pacific time to
permit additional time to collect the proxies necessary to
establish a quorum and approve the acquisition by Integra.

The vast majority of IsoTis' stockholder base resides outside the
United States of America, including thousands of retail
stockholders, and many of these shares have not been voted.  The
adjournment of the meeting will provide these and other IsoTis
stockholders additional time to vote their shares.

The IsoTis Board of Directors continues to believe unanimously
that the interests of IsoTis' stockholders are best served by the
acquisition by Integra, and that there are no feasible
alternatives for the company and the stockholders.

If IsoTis is unable to obtain the vote necessary to approve the
proposed transaction, the company believes it will have to seek
bankruptcy protection.

                         About Integra

Integra LifeSciences Holdings Corp. (NASDAQ: IART) develops,
manufactures, and markets surgical implants and medical
instruments used primarily in neurosurgery, extremity
reconstruction, orthopedics, and general surgery.  The Company is
based in Plainsboro, New Jersey.

                         About IsoTis

IsoTis, Inc. (NASDAQ: ISOT)is an orthobiologics company that
develops, manufactures and markets proprietary products for the
treatment of musculoskeletal diseases and disorders.  IsoTis'
current orthobiologics products are bone graft substitutes
that promote the regeneration of bone and are used to repair
natural, trauma-related and surgically-created defects common in
orthopedic procedures, including spinal fusions.  IsoTis' current
commercial business is highlighted by its Accell line of products,
which the company believes represents the next generation in bone
graft substitution.

On Aug. 7, 2007 Integra and IsoTis said that they have reached a
definitive agreement to create a global orthobiologics leader.
The combination would create a comprehensive orthobiologics
portfolio, one of the largest sales organizations focused on
orthobiologics in the US, and multiple cross-selling
opportunities.  The transaction is subject to approval of IsoTis'
stockholders, as well as other closing conditions and approvals.
Upon closing, IsoTis will become a wholly-owned subsidiary of
Integra and Integra will be one of the largest companies in the
world focused on advanced technology in orthobiologics.


JOCKEYS' GUILD: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Jockeys' Guild, Inc.
        c/o Stoll Keenon Ogden
        Lea Pauley Goff, Esq.
        500 West Jefferson Street, Suite 2000
        Louisville, KY 40202
        Tel: (502) 333-6000

Bankruptcy Case No.: 07-33600

Type of Business: The Debtor is a labor union based in Monrovia,
                  California, representing thoroughbred horse
                  racing and quarter horse professional jockeys.
                  See http://www.jockeysguild.com

Chapter 11 Petition Date: October 12, 2007

Court: Western District of Kentucky (Louisville)

Debtor's Counsel: Lea Pauley Goff, Esq.
                  Stoll Keenon Ogden, P.L.L.C.
                  2000 P.N.C. Plaza, 500 West Jefferson Street
                  Louisville, KY 40202
                  Tel: (502) 333-6000
                  Fax: (502) 333-6099

Estimated Assets:    $100,000 to $1 Million

Estimated Debts: $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Wayne Gertmenian               contract dispute          $915,000
4 Hidden Valley Road
Monrovia, CA 91016

Dwight Manley, Inc.            loan                      $591,466
100 Bayview Circle,
Suite 5100
Newport Beach, CA 92660

Matrix Capital Associates      contract dispute          $156,000
4 Hidden Valley Road
Monrovia, CA 91016

Alpert Fiss                    contract dispute          $125,000

Gilbert & Sackman              attorney fees              $73,558

Gary Allen Birzer              contract dispute           $72,000

Mercer Health & Benefits       trade debt                 $69,617

Piazza, Donnelly & Marlette,   accounting services        $67,310
C.P.A.

Schwartz, Steinsapir           attorney fees              $52,000
Dohrmann

103 W.H., L.L.C.               lease obligation           $47,000

Kennedy, Jennik & Murray,      attorney fees              $35,000
P.C.

Hinton, Kreditor & Gronross,   auditing services          $30,595
L.L.P.

Shannon Campbell               unliquidated               $30,000

Law Office of Lloyd C. Ownbey  attorney fees              $19,681

Kanawha Insurance Co.          reinsurance                $15,000

P5 Health Plan Solutions       unliquidated               $15,000

Corey Lanerie                  excess health              $12,960
                               contribution

Alliant Insurance Services,    health consulting          $12,500
Inc.                           contract

Wood & Porter                  attorney fees              $12,108

Esequiel Castro                excess health              $11,602
                               contribution


JW KENNEDY: Files List of 11 Largest Unsecured Creditors
--------------------------------------------------------
J.W. Kennedy Inc. submitted to the U.S. Bankruptcy Court for the
Northern District of Texas its list of largest unsecured
creditors.

   Entity                         Nature of Claim     Amount
   ------                         ---------------     ------
   Guaranty Finance Company       Cash Advances     $645,202

   IRS                            Taxes             $340,000
   Attn: Belinda Allen              Disputed
   2601 Meacham Blvd.,
   5th Floor, MC 5408 NFTW
   Forthworth, TX 76137

   Seaboard Farms Inc.            Creditor          $235,000
   9000 W. 67 St. Ste 200
   Shawnee Mission, KS 66201

   Swift & Co.                    Judgment          $188,000
   c/o Eva Engelhart
   2 Riverway, Ste 700
   Houston, TX 77056


   Surety Bank                    Loan to Steve     $100,000
   1501 Summit Ave.                 Burgein
   Fort Worth, TX 76102             Funds used by
   Tel: (817) 335-5955              Debtor
        (800) 287-8522

   Cargill Meat Solutions         Creditor           $55,000
   Corp.
   151 North Main St.
   Wichita, KS 67202-1410

   Wiechman Pig Company, Inc.     Judgment           $54,000
   c/o Brent Hamilton
   LaFont, Tunnell, Formby,
   LaFont, et al.
   P.O. Box 1510
   Plainview, TX 79073-1510

   Tax Ease Funding LP            Creditor           $50,000
   c/o Howard Spector PC
   12770 Coit Rd., Ste. 1100
   Dallas, TX 75251

   Wells Fargo                    Line of Credit     $39,162
   P.O. Box 29746
   Phoenix, AZ 85038-9746

   Bank of America                Credit Card        $14,968
   1000 Samoset Dr.
   DE 5-023-0-03
   Newark, DE 19713

   Bank of America                Credit Card         $7,180
   1000 Samoset Dr.
   DE 5-023-03-03
   Newark, DE 19713

   Ford Motor Credit Co.          Vehicle            $20,746
   P.O. Box 537901
   Livonia, MI 48153-7901

Headquartered in Weatherford, Texas, J.W. Kennedy Inc. aka
Kennedy's Sausage Company and Kennedy Sausage Inc. --
http://www.j2w.net/kennedys/main.htm-- and --
http://kennedyssausage.com/-- supplies private label country-
style sausage, bacon and ham products to many fast food chains.
It filed for chapter 22 bankruptcy protection on Aug. 27, 2007
(Bankr. N.D. Tex. Case No. 07-43666).  Julie C. McGrath, Esq. at
Forshey & Prostok, LLP represents the Debtor in its restructuring
efforts.  When the Debtor filed for bankruptcy, it listed assets
and debts between  $1 million and $100 million.

The Debtor's principal, Weidon Kennedy, filed for Chapter 11
protection on Oct. 29, 2006 (Bankr. N.D. Tex. Case No. 06-43677).


LE-NATURE'S INC: Ch. 11 Trustee Puts 168-Acre Farmland for Sale
---------------------------------------------------------------
R. Todd Neilson, the chapter 11 trustee overseeing Le-Nature's
Inc.'s estates, asked the U.S. Bankruptcy Court for the Western
District of Pennsylvania for authority to sell 168 acres of
the Debtor's farmland to Buncher Co., subject to higher and
better offers, Bill Rochelle of Bloomberg News reports.

According to the report, Buncher Co. submitted a $1.4 million
bid for the property, which is located in Westmoreland County,
Pennsylvania.

The report adds that the Court is set to establish procedures
for the sale at a Nov. 13 hearing.

To participate in the auction, competing bids must be
accompanied with a $50,000 deposit, Pittsburgh Tribune-Review
relates, citing Stan Davis of Harry Davis & Co., who is
handling the sale.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- makes bottled waters, teas, juices
and nutritional drinks.  Its brands include Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

Four unsecured creditors of Le-Nature's filed an involuntary
chapter 7 petition against the company on Nov. 1, 2006 (Bankr.
W.D. Pa. Case No. 06-25454).  On Nov. 6, 2006, two of Le-Nature's
subsidiaries, Le-Nature's Holdings Inc., and Tea Systems
International Inc., filed voluntary petitions for relief under
chapter 11 of the Bankruptcy Code.  Judge McCullough converted Le
Nature's Inc.'s case to a chapter 11 proceeding.  The Debtors'
cases are jointly administered.  The Debtors' schedules filed with
the Court showed $40 million in total assets and $450 million in
total liabilities.

Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC, represents
the Debtors in their restructuring efforts.  The Court appointed
R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl, Esq.,
Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D. Scharf,
Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee.
David K. Rudov, Esq., at Rudov & Stein, and S. Jason Teele, Esq.,
and Thomas A. Pitta, Esq. at Lowenstein Sandler PC, represent the
Official Committee of Unsecured Creditors.  Edward S. Weisfelner,
Esq., Robert J. Stark, Esq., and Andrew Dash, Esq., at Brown
Rudnick Berlack Israels LLP, and James G. McLean, Esq., at Manion
McDonough & Lucas represent the Ad Hoc Committee of Secured
Lenders.  Thomas Moers Mayer, Esq., and Matthew J. Williams, Esq.
at Kramer Levin Naftalis & Frankel LLP, represent the Ad Hoc
Committee of Senior Subordinated Noteholders.


LEVEL 3: Commences Search for New CFO to Replace Sunit Patel
------------------------------------------------------------
Level 3 Communications Inc. is beginning a search for a new CFO
for the company.  Current CFO Sunit Patel is expected to remain
with the company during the transition.

“Sunit is both a trusted colleague and a close friend,” James Q.
Crowe, CEO of Level 3, said.  “As many have observed, over the
last two years the improvement in our financial strength has been
nothing short of spectacular.  Sunit and his team can be rightly
credited with a leading role in this outstanding achievement.

“As the company focuses on ensuring we take full advantage of the
opportunities presented by our marketplace, we believe we need a
CFO with skills and experience which emphasize both operational
and financial management.

“I am particularly pleased that Sunit has agreed to stay with us
while we are conducting the search.  During this period, I plan to
work hard to convince Sunit to remain with Level 3 in a new role.
Whatever Sunit decides to do, I know that he will be a great
success.”

“On behalf of the board, I also want to thank Sunit for his
important contributions to the success of our company and wish him
the best of luck as he considers his options,” Walter Scott, Jr.,
chairman of the board of directors of Level 3, said.  “I am proud
of what my team has accomplished and believe we have made
significant contributions to the favorable position Level 3 now
enjoys.  I have a longstanding, strong relationship with Jim Crowe
and the Level 3 management team, and I intend to stay on to help
ensure a smooth transition to a new CFO.  I also plan to use this
period to carefully consider the opportunities that lie ahead, at
Level 3 or elsewhere.”

The company expects to complete the search for a new CFO by the
end of the first quarter 2008.  The search is being conducted by
CTPartners of Menlo Park, California.

Headquartered in Broomfield, Colorado, Level 3 Communications Inc.
(Nasdaq: LVLT) -- http://www.level3.com/-- is an international
communications company.  The company provides a comprehensive
suite of services over its broadband fiber optic network including
Internet Protocol (IP) services, broadband transport and
infrastructure services, colocation services, voice services and
voice over IP services.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 28, 2007,
Fitch has upgraded Level 3 Communications, Inc. (Nasdaq: LVLT) and
its wholly owned subsidiary Level 3 Financing, Inc.'s Issuer
Default Rating to 'B-' from 'CCC'.


LINENS 'N THINGS: Weak Performance Cues S&P to Cut Rating to B-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Linens 'n Things Inc. to 'B-' from 'B' and removed the
ratings from CreditWatch, where they had been placed with negative
implications on Nov. 17, 2006.

At the same time, S&P lowered the bank loan rating on the Clifton,
New Jersey-based company's $650 million floating-rate senior
secured notes to 'CCC' in accordance with recently
announced changes to Standard & Poor's recovery scale.  S&P have
also changed the recovery rating four notches to '6', reflecting
the expectation of negligible recovery (0%-10%) of principal in
case of default.  The outlook is negative.  Linens 'n Things had
$915 million of debt outstanding at June 30, 2007.

"The downgrade is a result of Linens 'n Things' continued weak
operating performance and poor profitability and productivity
relative to its key competitor," said Standard & Poor's credit
analyst John Thieroff, "as well as very high debt leverage and
extremely thin interest coverage."


LKQ CORP: Completes $48/Share Purchase of Keystone Automotive
-------------------------------------------------------------
LKQ Corporation completed its acquisition of Keystone Automotive
Industries Inc. on Oct. 12, 2007.  As a result of the merger,
Keystone is now a wholly owned subsidiary of LKQ Corporation, and
Keystone stockholders will receive $48 in cash for each Keystone
share they held prior to the closing.

As reported in the Troubled Company Reporter on Oct. 10, 2007,
LKQ Corporation affirmed its offer to purchase Keystone Automotive
Industries Inc. for $48 per share in cash and stated that it would
not raise the offer.

Ronald Foster, the former chairman of the board of Keystone, and
Rick Keister, the former president and chief executive officer of
Keystone, were appointed to LKQ's board of directors
upon completion of the merger.

"We are delighted to complete our merger with Keystone," said
Joseph Holsten, president and chief executive officer of LKQ
Corporation.  "This merger creates an alternative replacement
parts business with over $1.6 billion of trailing annual revenue.
Keystone's aftermarket product line is a perfect complement to
LKQ's leading presence in the recycled parts
marketplace.”

“We now have an expanded national network of nearly 300
facilities that allow us to offer readily available, high quality
recycled, refurbished and aftermarket collision repair parts to
our customers,” Mr. Holsten added.  “We are proud to be the
nation's leading supplier of aftermarket collision parts, recycled
OEM parts, refinished alloy wheels, and refinished plastic bumper
covers."

                     About Keystone Automotive

Headquartered in Pomona, Califonia, Keystone Automotive Industries
Inc. (NASDAQ:KEYS) -- http://www.keystone-auto.com/-- is a
distributor of aftermarket collision replacement parts produced by
independent manufacturers for automobiles and light trucks.
Keystone is distributing its products to collision repair shops
through its 137 distribution facilities, of which 22 serve as
regional hubs, located in 39 states and Canada.  It also recycles
and produces chrome plated and plastic bumper, and remanufactures
alloy and steel wheels.  The company's product lines consist of
automotive body parts, bumpers and remanufactured alloy wheels,
light truck accessories, well as paint and other materials used in
repairing a damaged vehicle.  As of March 30, 2007, Keystone
offered more than 22,000 stock keeping units to over 25,000
collision repair shop customers.

                      About LKQ Corporation

Based in Chicago, Illinois, LKQ Corporation (NASDAQ:LKQX) --
http://www.lkqcorp.com/-- is a provider of recycled light vehicle
original equipment manufacturer products and related services.
The company is also a provider of aftermarket collision
replacement products and refurbished wheels.  LKQ Corporation
operates over 100 facilities offering its customers a range of
replacement systems, components and parts to repair light
vehicles.  It participates in the market for recycled OEM
products, well as the market for collision repair aftermarket
products.  LKQ Corporation obtains aftermarket products and
salvage vehicles from a variety of sources.

                          *     *     *

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

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


MAXIMUM DEVELOPERS: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Maximum Developers Investments, L.L.C.
        631 Atlantic Street, Southeast
        Washington, DC 20032

Bankruptcy Case No.: 07-00539

Type of Business: The Debtor owns and manages real estate.

Chapter 11 Petition Date: October 15, 2007

Court: District of Columbia (Washington, D.C.)

Debtor's Counsel: Bennie R. Brooks, Esq.
                  8201 Corporate Drive, Suite 260
                  Landover, MD 20785-2319
                  Tel: (301) 731-4160

Total Assets:  $600,000

Total Debts: $1,687,028

Debtors' Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
David Alterman/Equity Lending  second mortgage;          $569,735
5505 Connecticut Avenue,       value of security:
Northwest, Suite 240           $600,000
Washington, D.C. 20015

David Shames                   first mortgage            $300,000
2311 Oak Drive
Ijamsville, MD 21754

Edward & Pamela Wilson         first Mortgage;           $109,552
504 Tulip Road                 value of security:
Annapolis, MD 21403            $600,000

Patricia Sweeney               first mortgage            $107,741


MICHAEL BAILEY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Michael E. Bailey
        Susan P. Bailey
        6250-A County Road 747
        Cullman, AL 35055

Bankruptcy Case No.: 07-82732

Chapter 11 Petition Date: October 14, 2007

Court: Northern District of Alabama (Decatur)

Judge: Jack Caddell

Debtor's Counsel: Garland C Hall, III, Esq.
                  Chenault, Hammond & Hall
                  P.O. Box 1906
                  Decatur, AL 35602
                  Tel: (256) 353-7031

Estimated Assets: $100,000 to $1 Million

Estimated Liabilities: $1 Million to $100 Million

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


MORGAN STANLEY: S&P Holds Low-B Ratings on Six Cert. Classes
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of commercial mortgage pass-through certificates from
Morgan Stanley Capital I Trust 2004-HQ3.  Concurrently, S&P
affirmed its ratings on 18 classes from the same series.

The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.
The upgrades also reflect the defeasance of 34% of the pool.

As of the Sept. 13, 2007, remittance report, the trust collateral
consisted of 87 mortgage loans with an outstanding principal
balance of $1.23 billion, down slightly from 89 loans totaling
$1.32 billion at issuance.  The master servicer, Wells Fargo Bank
N.A., reported financial information for 99% of the nondefeased
loans in the pool.  Ninety-eight percent of the servicer-reported
information was full-year 2006 data.  Based on this information,
Standard & Poor's calculated a weighted average debt service
coverage of 1.82x, compared with 1.89x at issuance.  All of the
loans in the pool are current, and no loans are with the special
servicer.  To date, the trust has experienced one loss totaling
$1.3 million.

The top 10 exposures secured by real estate have an aggregated
outstanding balance of $455.4 million (37%) and a weighted average
DSC of 2.07x, up from 1.89x at issuance.  One of the top 10
exposures is on the master servicer's watchlist and is discussed
below.  Standard & Poor's reviewed the property inspection reports
provided by Wells Fargo for the assets underlying the top 10
exposures, and all were reported to be in "good" or "excellent"
condition.

Three exposures exhibited investment-grade credit characteristics
at issuance and continue to do so.  Details of these exposures
are:

     -- The largest exposure in the pool, the GIC Office
        portfolio, is secured by the fee interests in 12 office
        properties located in seven different states, totaling
        6.4 million sq. ft.  The properties are encumbered by
        six pari passu senior notes totaling $700.0 million, of
        which $110.0 million (9%) serves as collateral.  A
        $125.0 million subordinate note held outside the trust
        also encumbers the properties.  Additionally, the
        borrower's equity interest in the portfolio is secured
        by a $75.0 million mezzanine loan.  For the year ended
        Dec. 31, 2006, the DSC was 2.90x and occupancy was 92%.
        Standard & Poor's adjusted net cash flow for this loan
        is comparable with its level at issuance.

     -- Stone Ridge Apartments ($40.0 million, 3%), the fourth-
        largest exposure in the pool, is secured by a 630-unit
        multifamily apartment complex in Ashburn, Virginia.
        The master servicer reported a DSC of 2.80x as of year-
        end 2006 and occupancy of 91% as of June 2007.
        Standard & Poor's underwritten NCF for this exposure
        has increased 18% since issuance.

     -- The fifth-largest exposure in the pool, International
        Plaza, is secured by 583,500 sq. ft. of a 1.2 million-
        sq.-ft. super-regional mall in Tampa, Florida.  The
        property is encumbered by a $176.1 million A note that
        is split into three pari passu pieces, of which
        $34.9 million (3%) is the trust balance.  Reported DSC
        was 2.60x as of year-end 2006 and occupancy was 100% as
        of May 2007. Standard & Poor's underwritten NCF for
        this exposure has increased 19% since issuance.

Wells Fargo reported a watchlist of 13 loans with an aggregate
outstanding balance of $56.0 million (5%).  The ninth-largest
exposure in the pool ($19.1 million, 2%), DDC portfolio roll-up,
is secured by four office properties totaling 326,500 sq. ft. in
Richmond, Virginia, Alexandria, Virginia, and Georgetown,
Washington, D.C.  The exposure is on the watchlist due to a
reported low combined DSC of 0.77x as of year-end 2006.  The
servicer attributed the low DSC to an increase in operating
expenses.  Combined occupancy was 90% as of June
2007.  The remaining loans on the watchlist have low DSCs and low
occupancies.

Standard & Poor's stressed various assets securing the loans in
the mortgage pool as part of its analysis, including those on the
watchlist, or otherwise considered credit impaired.  The resultant
credit enhancement levels adequately support the raised and
affirmed ratings.


                        Ratings Raised

            Morgan Stanley Capital I Trust 2004-HQ3
         Commercial mortgage pass-through certificates

                      Rating
                      ------
          Class    To        From   Credit enhancement
          -----    --        ----    ----------------
          B        AAA       AA+          14.71%
          C        AA+       AA           13.36%
          D        AA        AA-          12.28%

                        Ratings Affirmed

            Morgan Stanley Capital I Trust 2004-HQ3
         Commercial mortgage pass-through certificates

             Class     Rating    Credit enhancement
             -----     ------     ----------------
             A-1       AAA             16.05%
             A-2       AAA             16.05%
             A-3       AAA             16.05%
             A-4       AAA             16.05%
             E         A+              10.67%
             F         A                9.59%
             G         A-               8.24%
             H         BBB+             6.90%
             J         BBB              5.96%
             K         BBB-             4.07%
             L         BB+              3.53%
             M         BB               2.99%
             N         BB-              2.46%
             O         B+               2.05%
             P         B                1.78%
             Q         B-               1.51%
             X-1       AAA               N/A
             X-2       AAA               N/A


                     N/A - Not applicable.


MOVIE GALLERY: Files for Chapter 11 Protection in Virginia
----------------------------------------------------------
Movie Gallery, Inc. and certain of its subsidiaries filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for
the Eastern District of Virginia, Richmond Division to
re-align the company's business operations and restructure its
debt.  The company intends to work with its constituencies to exit
bankruptcy as expeditiously as possible while executing on its
reorganization plans.  Movie Gallery's Canadian subsidiary was not
a part of the filing and will continue operating outside of the
Chapter 11 cases.

The company also agreed to the terms of a restructuring plan with
Sopris Capital Advisors LLC, a private investment fund, under
which Sopris has agreed to fund a plan of reorganization
consistent with the terms set forth in a restructuring term sheet.
If approved by the Bankruptcy Court, the plan of reorganization
would provide for:

   -- Conversion of the company's $325 million 11% senior notes
      and other general unsecured claims into new equity of
      reorganized Movie Gallery;

   -- Conversion of approximately $72 million of the Company's
      $175 million second lien indebtedness, held by Sopris, into
      new equity of reorganized Movie Gallery;

   -- The company's first lien indebtedness would remain in place
      on restructured terms to be agreed upon by the company,
      Sopris and the first lien lenders;

   -- Amendments to the company's remaining second lien debt
      (following conversion of the second lien debt held by
      Sopris) to revise interest rates based upon the terms of
      the restructured first lien debt and modify certain PIK
      interest terms and conditions;

   -- A commitment by Sopris to backstop a $50 million equity
      rights offering to be made available to all eligible
      holders of the 11% senior notes; and

   -- Provisions for holders of the company's common equity to
      receive under certain circumstances a minority share of
      the equity in reorganized Movie Gallery, estimated at
      approximately 2% of the total equity interests. Under the
      proposal, existing shares of common stock will be
      cancelled.

The proposed restructuring term sheet is supported by holders who
own a majority of the 11% senior note holders and a majority of
the second lien lenders, each of whom has signed an agreement to
support a plan of reorganization consistent with the terms set
forth in a restructuring term sheet.  The company is continuing to
negotiate with its first lien lenders regarding the revised terms
and conditions of the first lien indebtedness under the plan of
reorganization and hopes to reach an agreement shortly.
Importantly, the proposed plan of reorganization would reduce the
company's total indebtedness by approximately $400 million and
would be expected to improve cash flow by significantly reducing
on-going interest expense.

The company is also in advanced negotiations with a number of the
major motion picture studios.  The company has sought permission
from the Bankruptcy Court to enter into agreements with the
studios to restore normal credit terms.

"Movie Gallery needs to re-align its cost structure due to the
ongoing changes in our industry," Joe Malugen, Chairman, President
and Chief Executive Officer of Movie Gallery, said.  "Although the
company has taken numerous steps to reduce its debt and strengthen
its balance sheet through closing unprofitable stores, headcount
reductions and other means, these actions were not sufficient to
offset the significant shift in our business and the cost of our
substantial debt obligations.  After careful consideration of all
available alternatives, the company's Board of Directors
determined that a Chapter 11 filing was a necessary and prudent
step and the best way to obtain the financing necessary to
maintain regular operations and allow for a successful
restructuring."

"Filing for Chapter 11 allows us to operate our business without
interruption while continuing to implement a debt restructuring in
a controlled, Court-supervised environment,  Mr. Malugen
continued.  “The support we are receiving from our creditors as we
enter this process is a testament to their confidence in Movie
Gallery's ability to emerge from bankruptcy as a stronger more
competitive company.  We are pleased to have a financial sponsor
that is deeply committed to the future success of the Company and
we expect that the support from our creditors and studio suppliers
will significantly accelerate Movie Gallery's emergence from
bankruptcy protection."

                   About Movie Gallery Inc.

Headquartered in Dothan, Alabama, Movie Gallery Inc. (Nasdaq:
MOVI) -- http://www.moviegallery.com/-- is a North American video
rental company with more than 4,550 stores located
in all 50 U.S. states and Canada operating under the brands Movie
Gallery, Hollywood Video and Game Crazy.  The Game Crazy brand
represents 606 in-store departments and 14 free-standing stores
serving the game market in urban locations across the Untied
States.  Since Movie Gallery's initial public offering in August
1994, the company has grown from 97 stores to its present size
through acquisitions and new store openings.  It operates over
4,600 stores in the United States, Canada, and Mexico under the
Movie Gallery, Hollywood Entertainment, Game Crazy, and VHQ
banners.


MOVIE GALLERY: Bankruptcy Filing Cues S&P's Default Debt Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Movie
Gallery Inc.'s first-lien and senior unsecured debt ratings to 'D'
from 'CC'.  This action follows the company's filing for
protection under Chapter 11 of the Bankruptcy Code.

S&P had previously lowered the corporate credit and second-lien
term loan ratings to 'D' when the company failed to make the
required interest payment on the second-lien term loan.  S&P
maintain a recovery rating of '4', indicating average (30%-50%)
recovery prospects, on the first-lien term loan, revolving
credit facility, and synthetic LOC facility.  The second-lien term
loan's recovery rating of '6', indicating negligible (0%-10%)
recovery prospects, is also unchanged.  Movie Gallery's Canadian
subsidiary was not a part of the filing and will continue
operating outside of the Chapter 11 cases.

Dothan, Alabama-based Movie Gallery also said that it has agreed
to the terms of a restructuring plan with Sopris Capital Advisors
LLC, a private investment fund, under which Sopris would fund a
plan of reorganization.  "We may review the recovery ratings
further once more details are available from
the plan of reorganization," said Standard & Poor's credit analyst
Gerald A. Hirschberg.


MOVIE GALLERY: Gets Interim Approval on $140 Mil. DIP Financing
---------------------------------------------------------------
Movie Gallery, Inc. disclosed the approval of all of its "first
day" motions by the U.S. Bankruptcy Court for the Eastern District
of Virginia, Richmond Division.  Movie Gallery's Canadian
operations were not included in the filing.  The company received
interim Court approval to access $140 million of its $150 million
debtor in possession financing facility, provided by certain of
its existing first lien lenders.  The DIP financing and cash
generated from daily operations will be used to continue to pay
vendors and employees, as well as provide operational and
financial stability as Movie Gallery proceeds with its financial
restructuring.  The final DIP hearing is scheduled for Nov. 6,
2007.

The company received Court approval during its first day hearings
to, among other things, pay prepetition employee wages, health
benefits, and other employee obligations during its restructuring
under Chapter 11.  The company is authorized to pay ordinary
course postpetition expenses without seeking Court approval.
Additionally, the company was also given approval to continue to
honor its current customer policies regarding merchandise returns
and to honor outstanding gift cards and loyalty programs.

"We are pleased with the prompt action by the Bankruptcy Court in
approving our first day motions," Joe Malugen, Movie Gallery's
Chief Executive Officer, said.  "This approval will allow our
stores to continue to operate so that we can continue to serve our
customers while implementing strategies to enhance our financial
performance."

In conjunction with the Chapter 11 filing, the company sought
approval to enter into a $150 million debtor-in-possession
financing agreement arranged by Goldman Sachs Credit Partners.
The DIP financing will be used to provide up to $50 million of
incremental liquidity in the form of a new revolving loan, in
addition to a letter of credit facility and a $100 million term
loan.  The DIP financing will be made available to refinance the
company's existing revolving credit facility at a lower interest
rate and provide the company with additional working capital.

Movie Gallery had asked the Court for additional authorizations,
including permission to continue paying employee wages and
salaries and to provide employee benefits without interruption.

During the Chapter 11 process, vendors should expect to be paid
for post-petition purchases of goods and services in the ordinary
course of business. The Company has also asked for Court
permission to continue to honor its current customer policies
regarding merchandise returns and outstanding gift cards and
customer loyalty programs so that the Chapter 11 process will not
impact the Company's customers.

"I would like to thank our customers and vendors for their
continued support during this process,” Joe Malugen, Chairman,
President and Chief Executive Officer of Movie Gallery, said.  “We
also appreciate the ongoing loyalty and support of our employees,
whose dedication and hard work are critical to our success and to
the future of the company.  Our management team is committed to
making this financial restructuring successful and leading Movie
Gallery toward a bright future."

                   About Movie Gallery Inc.

Headquartered in Dothan, Alabama, Movie Gallery Inc. (Nasdaq:
MOVI) -- http://www.moviegallery.com/-- is a North American video
rental company with more than 4,550 stores located
in all 50 U.S. states and Canada operating under the brands Movie
Gallery, Hollywood Video and Game Crazy.  The Game Crazy brand
represents 606 in-store departments and 14 free-standing stores
serving the game market in urban locations across the Untied
States.  Since Movie Gallery's initial public offering in August
1994, the company has grown from 97 stores to its present size
through acquisitions and new store openings.  It operates over
4,600 stores in the United States, Canada, and Mexico under the
Movie Gallery, Hollywood Entertainment, Game Crazy, and VHQ
banners.


MOVIE GALLERY: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Movie Gallery, Inc.
        fdba Game Crazy
        fdba M.G. Midwest
        fdba Moovies, Inc.
        fdba Movie Gallery Asset Management, Inc.
        fdba Video Library, Inc.
        900 West Main Street
        Dothan, AL 36301

Bankruptcy Case No.: 07-33849

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      Hollywood Entertainment Corporation      07-33848
      M.G. Digital, LLC                        07-33850
      M.G.A. Realty I, LLC                     07-33851
      MG Automation LLC                        07-33852
      Movie Gallery US, LLC                    07-33853

Type of Business: The Debtor group currently owns and operates
                  approximately 4,600 retail stores located
                  throughout North America that rent and sell
                  DVDs, videocassettes and video games.  The group
                  is the second largest North American home
                  entertainment specialty retailer focusing on
                  urban, rural and suburban markets.
                  See http://www.moviegallery.com/

Chapter 11 Petition Date: October 16, 2007

Court: Eastern District of Virginia (Richmond)

Debtors' Counsel: Anup Sathy, Esq.
                  Marc J. Carmel, Esq.
                  Kirkland & Ellis LLP
                  200 East Randolph Drive
                  Chicago, IL 60601-6636
                  Tel: (312) 861-2000
                  Fax: (312) 861-2200

                        -- and --

                  Richard M. Cieri, Esq.
                  Kirkland & Ellis LLP
                  Citigroup Center
                  153 East 53rd Street
                  New York, NY 10022-4611
                  Tel: (212) 446-4800
                  Fax: (212) 446-4900
                  http://www.kirkland.com/

Debtors'
Local Counsel:    Michael A. Condyles, Esq.
                  Peter J. Barrett, Esq.
                  Kutak Rock LLP
                  Suite 800, Bank of America Center
                  1111 East Main Street
                  Richmond, VA 23219-3500
                  Tel: (804) 644-1700
                  Fax: (804) 783-6192
                  http://www.kutakrock.com/

Debtors' Claims &
Balloting Agent:  Kurtzman Carson Consultants LLC
                  2335 Alaska Avenue
                  El Segundo, CA 90245
                  Tel: (866) 381-9100
                  Fax: (310) 823-9133
                  http://www.kccllc.com/

Debtors' consolidated financial condition as of July 1, 2007:

   Total Assets:   $891,993,000

   Total Debts:  $1,419,215,000

Debtors' Consolidated list of their 30 Largest Unsecured
Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
U.S. Bank Corporate Trust          bond              $322,419,999
Services,
E.X.G.A.-A.T.P.T.
1349 Peachtree Street,
Suite 1050
Atlanta, GA 30309
Attention: Jack Ellerin
U.S. Bank Corporate Trust
Services,
E.X.G.A.-A.T.P.T.
1349 Peachtree Street,
Suite 1050
Atlanta, GA 30309
Tel: (404) 898-8830
Fax: (404) 898-8844

Paramount Home Video               trade              $11,198,737
5555 Melrose Avenue
Hollywood, CA 90038
Attention: Andi Marygold
Paramount Home Video
5555 Melrose Avenue
Hollywood, CA 90038
Tel: (323) 956-5489
Fax: (323) 862-1183

Sony Pictures Home                 trade              $10,954,171
Entertainment
10202 West Washington
Boulevard, Suite 2400
Culver City, CA 90232
Attention: Grace Aprilia
Sony Pictures Home
Entertainment
10202 West Washington
Boulevard, Suite 2400
Culver City, CA 90232
Tel: (310) 244-8485
Fax: (310) 244-2626

Twentieth Century Fox Home         trade               $7,591,134
Entertainment
2121 Avenue of the Stars,
Suite 2500
Los Angeles, CA 90067-5049
Attention: Laura Cook,
General Counsel
Twentieth Century Fox Home
Entertainment
2121 Avenue of the Stars,
Suite 2500
Los Angeles, CA 90067-5049
Tel: (310) 369-3900
Fax: (310) 369-5262

Warner Home Video                  trade               $6,897,627
3400 Riverside Drive,
Building 160
Burbank, CA 91505
Attention: Jacob Marlen &
Laura Bermudez
Warner Home Video
3400 Riverside Drive,
Building 160
Burbank, CA 91505

Universal Studios Home             trade               $5,052,179
Entertainment
10 Universal City Plaza,
Fourth Floor,
Universal City, CA 91608
Attention: Janice Sasaki
Universal Studios Home
Entertainment
10 Universal City Plaza,
Fourth Floor,
Universal City, CA 91608
Tel: (818) 777-5159
Fax: (818) 866-3330

V.P.D., Inc.                       trade               $3,672,022
150 PArk Shore Drive
Folsom, CA 95630
Attention: David Sedin
V.P.D., Inc.                       trade               $3,672,022
150 PArk Shore Drive
Folsom, CA 95630
Tel: (916) 605-1540
Fax: (916) 605-1679

Lions Gate Entertainment           trade               $2,252,918
2700 Colorado Avenue,
Second Floor
Santa Monica, CA 90404
Attention: Brian John
Lions Gate Entertainment
2700 Colorado Avenue,
Second Floor
Santa Monica, CA 90404

First Look Home Entertainment      trade               $1,000,754
2000 Avenue of the Stars,
Suite 410
Los Angeles, CA 90067

Banta Direct Marketing Group       trade                 $821,546
Corporate Headquarters
2075 Busse Road
Elk Grove, IL 60007-5738;
R.R. Donnelly Legal
Department
111 South Wacker Drive
Chicago, IL 60606
Attention: Jim Cyze,
President
Banta Direct Marketing Group
Corporate Headquarters
2075 Busse Road
Elk Grove, IL 60007-5738
Tel: (847) 593-1200
Fax: (847) 593-0729

The Brualdi Law Firm               litigation            $700,000
29 Broadway, Suite 2400            settlement
New York, NY 10022;
Lerach, Couglin, Stoia,
Geller, Geller, Rudman &
Robbins, L.L.P.
655 West Broadway, Suite 1900
San Diego, CA 92101
Attention: Richard B. Brualdi
The Brualdi Law Firm
29 Broadway, Suite 2400
New York, NY 10022
Tel: (212) 952-0602
Fax: (212) 952-0608
Attention: A. Rick Atwood
Lerach, Couglin, Stoia,
Geller, Geller, Rudman &
Robbins, L.L.P.
655 West Broadway, Suite 1900
San Diego, CA 92101
Tel: (619) 231-1058
Fax: (619) 231-7423

B.N.Y. Western Trust Co.           bond                  $450,000
550 Kearney Street,
Suite 600
San Francisco, CA 94108
Attention: Corporate
Trust Department
B.N.Y. Western Trust Co.
550 Kearney Street,
Suite 600
San Francisco, CA 94108
Tel: (415) 263-2000
Fax: (415) 399-1647

Random House, Inc.                 trade                 $419,025
1745 Broadway
New York, NY 10019
Attention: General Counsel
or Officer
Random House, Inc.
1745 Broadway
New York, NY 10019
Tel: (212) 782-9000
Fax: (212) 940-7381

O.R.I.X. Commercial Finance,       litigation            $400,000
L.L.C. (successor in interest
to O.R.I.X. Financial
Services, Inc.)
c/o Gebhardt & Smith, L.L.P.
One South Street, Suite 2200
Baltimore, MD 21202
Attention: Michael D. Nord
O.R.I.X. Commercial Finance,
L.L.C. (successor in interest
to O.R.I.X. Financial
Services, Inc.)
c/o Gebhardt & Smith, L.L.P.
One South Street, Suite 2200
Baltimore, MD 21202
Tel: (410) 752-5830
Fax: (410) 385-5119

Realty Income Corp.                trade                 $359,732
220 West Crest Street
Escondido, CA 92025
Attention: Thomas A. Lewis,
Chief Executive Officer
Realty Income Corp.
220 West Crest Street
Escondido, CA 92025
Tel: (760) 741-2111
Fax: (760) 741-2235

Emdeon Business Services           trade                 $322,469
26 Century Boulevard,
Suite 601
Nashville, TN 37214
Attention: General Counsel
or Officer
Emdeon Business Services
26 Century Boulevard,
Suite 601
Nashville, TN 37214
Tel: (615) 886-9000
Fax: (615) 231-4965

Inland Commercial Property         trade                 $311,231
2901 Butterfield Road
Oak Brook, IL 60523
Attention: Janice J. Fox
Inland Commercial Property
2901 Butterfield Road
Oak Brook, IL 60523
Tel: (630) 218-5262
Fax: (630) 218-4900

Coyle Reproductions                Trade                 $307,238
14949 Firestone Boulevard
La Mirada, CA 90638
Tel: (714) 690-8200
Fax: (714) 690-8220
Attn: Frank T. Cutrone, Jr.
Chief Executive Officer

Pepsi-Chicago                      Trade                 $286,154
1400 West 35th Street
Chicago, IL 60609
Tel: (773) 893-2300
Fax: (773) 893-2306
Attn: Claims Department

Westcott Group Inc.                Trade                 $262,492
2346 South Lynhurst Drive
Suite 206
Indianapolis, IN 46241
Tel: (484-1362
Fax: (317) 484-1369
Attn: Rich Westcott or Bob Sapp

Starz Entertainment, LLC           Trade                 $219,699
8900 Liberty Circle
Englewood, CO 80112
Tel: (720) 852-7700
Fax: (720) 852-8555
Attn: General Counsel or Officer

Anchor Bay Entertainment, Inc.
1699 Stutz Drive
Troy, MI 48084
Tel: (248) 816-0909
Fax: (248) 816-3335
Attn: General Counsel or Officer

Waste Management, Inc.             Trade                 $199,296
1001 Fannin, Suite 4000
Houston, TX 77002
Tel: (713) 512-6200
Fax: (713) 512-6299
Attn: General Counsel or Officer

Universal Music                    Trade                 $192,038
Group Distribution
1755 Broadway
New York, NY 10019
Tel: (212) 841-8000
Fax: (212) 331-2580
Attn: General Counsel or Officer

Coca Cola Enterprises, Inc.        Trade                 $183,426
2500Windy Ridge Parkway
Atlanta, GA 30339
Tel: (770) 989-3323
Fax: (770) 989-3619
Attn: Alex Diaz, General Counsel

Southern Development of MS, Inc.   Trade                 $177,472
40 Deep South Lane
Purvis, MS 39475
Tel: (601) 794-2253
Fax: (601) 794-5468
Attn: General Counsel or Officer

Matrix Telecom                     Trade                 $174,804
2207 Commerce Street
Dallas, TX 75001
Tel: (214) 432-1447
Fax: (214) 432-1576
Attn: General Counsel or Officer

WYF Properties, LLC                Trade                 $170,118
4949 Southwest Meadows Road
Lake Oswego, OR 97035
Tel: (503) 644-9400
Fax: (503) 520-9400
Attn: General Counsel or Officer

Kronos, Inc.                       Trade                 $170,016
297 Billerica Road
Chelmsford, MA 01824
Tel: (978) 250-9800
Fax: (978) 367-5900
Attn: General Counsel or Officer

Fred Meyer Stores                  Trade                 $162,739
3800 Southeast 22nd Avenue
Portland, OR 97202
Tel: (503) 232-8844
Fax: (503) 797-5609
Attn: Michael Ellis, President

Magnolia Home Entertainment        Trade                 $161,491
49 West 27th Street, 7th Floor
New York, NY 10001
Tel: (212) 924-6701
Fax: (212) 924-6742
Attn: Randy Wells


OFF-TRACK BEDDING: Files List of 20 Largest Unsecured Creditors
---------------------------------------------------------------
Off-Track Bedding Ltd. and Sleep Concepts-Mashpee LLC submitted to
the U.S. Bankruptcy Court for the District of Rhode Island their
list of creditors holding largest unsecured claims.

   Entity                         Nature of Claim     Amount
   ------                         ---------------     ------
   Sealy Mattress Company                         $1,980,000
   P.O. Box 932261
   Atlanta, GA 31193-2621

   Comcast Spotlight              Advertising       $140,435
   600 Longwater Drive
   Suite 103
   Norwell, MA 02031

   Boston Globe Advertising       Advertising       $127,987
   P.O. Box 4074
   Woburn, MA 01888-4074

   Serta Mattress Company                           $107,889
   2066 Collections Center Dr.
   Chicago, IL

   Providence Journal             Advertising        $73,571
   P.O. Box 81110
   Woburn, MA 01813-1110

   Tempur-Pedic                                      $60,417
   P.O. Box 632852
   Cincinnati, OH 45263-0001

   Verizon                                           $58,225
   P.O. Box 1
   Worcester, MA 01652

   Community Newspaper            Advertising        $48,225
   P.O. Box 9113
   Needham, MA 02492-9113

   Rhode Island                                      $43,867
   Division of Taxation
   One Capital Hill
   Providence, RI 02908

   Moore Media Inc.                                  $41,813
   P.O. Box 20274
   Cranston, RI

   WP Woonsocket Associates                          $41,514
   LLC
   Box 512213
   Philadelphia, PA 19175

   Cape Cod Times                 Advertising        $37,701
   319 Main Street
   Hyannis, MA 02601

   Department of Revenue                             $36,425
   P.O. Box 9564
   Boston, MA 02114

   WJAR - TV                      Advertising        $33,893
   111 Dorrance St.
   Providence, RI 02903-2807

   Reldart LLC                                       $32,054
   810 Seventh Ave., 28th Fl.
   New York, NY 10019

   Bristol Place Limited                             $31,405
   555 Pleasant Street
   Suite 201
   Attleboro, MA 02703

   Green Tree Realty                                 $26,532
   2 Stafford Court
   Cranston, RI 02920

   Parent, McLaughlin & Nangel                       $24,579
   160 Federal Street
   Boston, MA 02110-1713

   Sun Chronicle                  Advertising        $20,928
   34 S. Main St.
   P.O. Box 600
   Attleboro, MA

   Chase                                             $20,453
   P.O. Box 15129
   Wilmington, DE 19850

Central Falls, Rhode Island-based Off-Track Bedding Ltd.  --
http://www.offtrackbedding.com/-- manufactures and sells
beddings.  It does business as Sleep Concepts and Off-Track
Franchising and was formerly known as Off-Track Franchise.

The Debtor and Sleep Concepts-Mashpee LLC filed for chapter 11
protection on Aug. 26, 2007 (Bankr. D. RI Case Nos. 07-11667 and
07-11668).  Barry J. Kusinitz, Esq. and John Fuller Davis, Esq. at
Deutsch, Williams, Brooks, DeRensis & Holland, P.C. represent the
Debtors in their restructuring efforts.  When the Debtors filed
for bankruptcy, they listed assets and debts between $1 million to
$100 million.


OGLEBAY NORTON: Carmeuse Deal Cues S&P to Revise CreditWatch
------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications to positive from negative on the 'B' long-term
corporate credit rating on Oglebay Norton Co., following the
announced acquisition by higher rated Carmeuse Holding S.A.
(BB+/Watch Neg/--).

The rating on Oglebay had been placed on CreditWatch with negative
implications on July 27, 2007, following Harbinger Capital
Partners' tender offer for the company's shares.

S&P expect Carmeuse to refinance Oglebay Norton's debt upon
completion of the acquisition.

The transaction is subject to review by antitrust authorities, the
absence of new bidders, and the approval of shareholders.

"We aim to resolve the CreditWatch in the next few weeks, when the
transaction is finalized and we have a clearer view of Carmeuse's
strategy and commitment to improve its financials," said Standard
& Poor's credit analyst Marie Shmaruk.

The current ratings on Oglebay reflect the company's comparatively
small size; dependence on cyclical, mature, albeit currently
strong, end markets; aggressive financial leverage, including
pension, other postemployment benefit, and operating-lease
liabilities; modest free cash flow generation;
and relatively limited liquidity.  The ratings also reflect the
company's strong positions in regional markets, diversified
customer base and end markets, high barriers to entry, and high-
quality, long-lived mineral reserves.


PAC-WEST TELECOMM: Plan Confirmation Hearing Set for October 22
---------------------------------------------------------------
The Honorable Brendan L. Shannon of the U.S. Bankruptcy Court
for the District of Delaware will convene a hearing on Oct. 22,
2007, 11:00 a.m., at 644 N. King Street, J. Caleb Boggs Federal
Building to consider confirmation of Pac-West Telecomm Inc. and
its debtor-affiliates' Second Amended Joint Chapter 11 Plan of
Reorganization.

                      Treatment of Claims

As reported in the Troubled Company Reporter on Aug. 8, 2007,
the Debtors' Plan proposes to pay Class 1 Priority Claims in full,
in cash.

The Class 2 Prepetition Claim of Pac-West Funding Company LLC
will be paid, on the effective date of the Plan, in full, in cash
from the proceeds of the New Senior Secured Note to be issued by
the Reorganized Debtors in the amount of $18,000,000.

The Debtor, will, among others, elect to distribute to the holders
of Class 3 Other Secured Claims the property securing their
claims, in which event the holder will be entitled within 30 days
to file a proof of claim for any deficiency claim entitled to
treatment in Class 4.

Merrill Lynch's secured claims will be entitle to receive $500,000
on account of its claim on the effective date.

Holders of Class 4 General Unsecured Claims will receive pro rata
beneficial interest in and to the Class 4 Liquidating Trust and
the Class 4 Liquidating Trust Assets.

Holders of Class 5 Equity Interests in Pac-West will neither
retain nor receive property under the Plan, while holders of Class
6 Equity Interests in the Debtors other than Pac-West will retain
100% of their interest.

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.


PAC-WEST TELECOMM: Court Okays $2.9 Mil. Asset Sale to Colocation
-----------------------------------------------------------------
The Honorable Brendan L. Shannon of the U.S. Bankruptcy Court
for the District of Delaware authorized Pac-West Telecomm Inc. and
its debtor-affiliates to sell nonresidential real property leases
and certain personal property to Colocation Acquisition Company
LLC for $2.9 million.

The Debtors tell the Court that the purchase includes property
located in Las Vegas, Phoenix and Tukwila.

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.


PALISADES MEDICAL: Moody's Cuts Bond Rating from Baa3 to Ba1
------------------------------------------------------------
Moody's Investors Service downgraded Palisades Medical Center's
bond rating to Ba1 from Baa3.  The outlook is stable at the lower
rating level.  The rating applies to $41.7 million of rated debt
listed below.  The downgrade addresses the downturn in operating
performance in the last two fiscal years and through the interim
period as well as the continued stress on the balance sheet in the
near term from a required pension payment to its defined benefit
plan.  The stable outlook reflects our expectation that operating
performance will remain at current levels through the near term.

                         Legal Security

Gross receipts pledge of the obligated group, comprised of
Palisades Medical Center and the Harborage (Palisades General
Care, Inc.), a long term care provider on its campus.  A mortgage
of PMC and the Harborage is also provided as bondholder security.

There are no interest rate derivatives.

                            Strengths

   * Recruitment of approximately 45 to 55 new physicians and the
     maturation of existing practices have resulted in inpatient
     and newborn admission growth.  Addition of new services such
     as stroke, pediatric rehab, outpatient rehab, and hyperbaric
     wound care services are expected to further bolster patient
     volumes.

   * Reduction in Medicare length of stay due to reorganization of
     its case managers and social workers to 7.0 days from 7.5
     days range should yield approximately $200 to $400k in
     savings by year end.

   * Harborage, the nursing home located adjacent to PMC,
     continues to be profitable and offsets annual operating
     losses incurred at the hospital.

   * Union contract settled without incident.  Employees hired
     after June 1, 2006 are eligible for a 401(k) plan, which
     should help reduce pension funding requirements for the
     existing defined benefit plan over time.

   * Balance sheet is not overly leveraged despite the addition of
     a $5 million CAP loan for ER renovation and diagnostic
     equipment in FY 2007. Debt measures softened slightly with
     MADS coverage of 2.3 times and debt to cash flow of 7.54
     times.

   * Foundation more active and currently in midst of $7 million
     capital campaign.

                            Challenges

   * PMC's ability to receive favorable rate increases from
     commercial payors will be challenged in FY 08 since their
     change in affiliation status with New York Presbyterian
     Healthcare System from sponsored member (a controlled entity)
     to a non-controlled affiliate excludes them from NYP's
     managed care rates.  PMC has hired consultants to help
     negotiate their contracts, but thus far have only negotiated
     their smaller commercial contracts.

   * Payer mix is skewed toward governmental (57% Medicare and 14%
     Medicaid) and self pay. Bad debt increased 24% in FY 2006
     over FY 2005.

   * Strong volume in FY2006 did not translate into enough revenue
     to offset expense growth, resulting in the second consecutive
     year of operating deficits (-1.3% operating margin and 4.8%
     operating cash flow margin).  Deficit performance continues
     at a similar pace through six months of FY 2007 (-.1%
     operating margin and 5.8% operating cash flow margin).

   * Decline in unrestricted cash by approximately $7.6 million in
     FY 2006 mainly due to a $7.0 million contribution to the
     pension plan.

   * Significant decline in outpatient surgery volumes through six
     month of FY 2007 due to competition from entrepreneurial
     physicians in the service area.

   * PMC will need to successfully execute its planned expense
     reduction measures which includes FTE and non-salary expense
     reductions in order to hold operating deficits in FY 2007.

   * Pension funding requirements will continue to stress balance
     sheet indicators in the near term despite the fact that new
     hires will be placed into a 401(k) plan.

                   Recent Developments/Results

Palisades Medical Center reported a second consecutive year of
operating deficits in FY 2006 with an operating margin of -1.3%
and operating cash flow margin of 4.8%.  Even though revenue
growth did exceed FY 2005 levels and expense growth did decline
from FY 2005 levels, expense growth continued to outpace revenue
growth in FY 2006.  The growth in revenues was attributed to
increased inpatient admissions and outpatient surgeries due to the
addition of approximately 45 to 55 new physicians to the medical
staff which helped PMC expand services such as Obstetrics,
Endocrinology, and Pediatric Rehab.  The growth in expenses was
due to the increased use of overtime and agencies and the
significant increase in bad debt (24% growth) which was due to
charge increases and the increase in patient volumes.  As a result
of PMC's operating performance, debt coverage levels have also
softened slightly in FY 2006 with a debt to cash flow of 7.54
times and MADS coverage of 2.3 times.

PMC's unrestricted cash and investment position has also declined
from $31.8 million (93 days cash on hand) in FY 2005 to $24.2
million (65.4 days cash on hand) in FY 2006, which was mainly due
to a $7.0 million contribution to the pension plan.  Even though
PMC and its unions agreed in the most recent round of contract
negotiations that anyone hired after June 1, 2006 would be placed
into a 401(k) plan, current pension funding requirements will
continue to stress the balance sheet in the near term.

Through the first half of FY 2007, PMC continued to run an
operating deficit with an operating margin of (0.1)% and an
operating cash flow margin of 5.8%.  Revenue growth was slower
than anticipated due to delays in opening new service lines such
as the Hyperbaric Wound program and also declines in outpatient
surgeries due to competition from entrepreneurial physicians.
Management has also indicated that patient volumes were
significantly down in the month of August, further exacerbating
operating performance.  As a result, management has started to
implement various expense reduction measures including FTE and
non-salary expense reductions, which are expected to yield
$850,000 in expenses by year end.  Management is also expecting an
$800,000 increase in charity care subsidies.  With the above
revenue enhancement and expense reduction measures, operating
performance is expected to be on par with FY 2006 results.

PMC's unrestricted cash position through six months of FY 2007 has
improved slightly due to improvements in accounts receivables and
by working with vendors.

PMC has also started to put more focus towards the Palisades
Medical Center Foundation with the initiation of new fund raising
programs and a $7 million capital campaign, which has thus far
raised approximately $3 million.  These funds are not included in
our cash calculations.

                             Outlook

Moody's stable outlook reflects our expectation that PMC will
maintain its current operating performance as it executes cost
saving and revenue enhancement measures.

What could change the rating up are significant improvement in
liquidity measures and continued trend of profitable operating
performance.

What could change the rating down are additional debt, further
reduction in cash, continued decline in operating performance,
significant decline in patient volumes.

                         Key Indicators

Assumptions & Adjustments:

   - Based on financial statements for Palisades Medical Center,
     Inc. and Palisades General Care, Inc.;

   - First number reflects audit year ended Dec. 31, 2005;

   - Second number reflects audit year ended Dec. 31, 2006;

   - Investment returns normalized at 6% unless otherwise noted:

     * Inpatient admissions: 9,396; 9,996;
     * Total operating revenues: $128.7 million; $138.5 million;
     * Moody's-adjusted net revenue available for debt service:
       $8.7 million; $8.1 million
     * Total debt outstanding: $44.4 million; $42.9 million;
     * Maximum annual debt service: $3.5 million;
       $3.5 million;
     * Moody's-adjusted MADS Coverage with normalized investment
       income: 2.5 times; 2.3 times
     * Debt-to-cash flow: 7.2 times; 7.5 times;
     * Days cash on hand: 93.1 days; 65.6 days;
     * Cash-to-debt: 71.6%; 56.3%;
     * Operating margin: -1.0%; -1.3%;
     * Operating cash flow margin: 5.2%; 4.8%;

Outstanding Bonds as of Dec. 31, 2006:

   - Series 1999: $13.1 million outstanding; Ba1

   - Series 2002: $28.6 million outstanding; Ba1


PERFORMANCE PROPERTIES: Case Summary & 12 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Performance Properties N.Y.C., L.L.C.
        aka Great Storage, L.L.C.
        48-41 43rd Street, Suite 5J
        Woodside, NY 11377-6869

Bankruptcy Case No.: 07-45564

Chapter 11 Petition Date: October 14, 2007

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Wayne M. Greenwald, Esq.
                  99 Park Avenue, Suite 800
                  New York, NY 10016
                  Tel: (212) 983-1922
                  Fax: (212) 973-9494

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' 12 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Kevin Kolack                   personal loan             $462,311
48-41 43rd Street, Suite 5J
Woodside, NY 11377-6864

                               Work Labor and            $376,975
                               Services

                               I.R.A. withdrawal to       $30,000
                               fund bankruptcy

H.S.B.C. Bank, U.S.A., N.A.    line of credit            $165,000
Commercial Loan Services
One H.S.B.C. Center
Buffalo, NY 14270-0002

                               Mastercard                 $14,432

Lyndi Kolack Fertel            personal loan             $110,000
409 Sparrow Drive
Satellite Beach, FL 32937

Shane Samuels                  Independent                $21,418
                               Contractor

Joseph Yamaner, Esq.           Attorneys Fee              $18,000

Advanta Bank Corp.             Mastercard                 $17,466

R.P.S. Properties              Claim for rent/U.&O.       $15,000
                               September 14-15, 2007
                               Subject to Setoff

American Express               Credit Card                $14,868

Chase Bank                     Mastercard                 $11,946

Capitol One                    Mastercard                 $10,244

Discover Business Card         Credit Card                 $7,900

Joe Droste                     Independent                 $1,376
                               contractor


PRESTINA CROMWELL: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Prestina Lavette Cromwell
        fka Prestina Lavette Ross
        Bryant Cromwell
        5006 Summer Harvest Lane
        Suffolk, VA 23434

Bankruptcy Case No.: 07-72350

Chapter 11 Petition Date: October 14, 2007

Court: Eastern District of Virginia (Norfolk)

Debtors' Counsel: Seth A. Schoenfeld, Esq.
                  John W. Lee, P.C.
                  544 Newtown Road, #134
                  Virginia Beach, VA 23462
                  Tel: (757) 961-8553

Estimated Assets: $1 Million to $100 Million

Estimated Liabilities: $1 Million to $100 Million

Debtors' list of its 15 Largest Unsecured Creditors:

   Entity                      Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
   Wilmington Finance          1.5 Stone and vinyl      $469,943
   P.O. Box 209                ranch
   Plymouth Meeting, PA        2000 Waterstone         ($400,000
   19462                                                secured)

   Sallie Mae                  Student loan              $40,620
   910 Harrison Avenue
   Panama City, FL 32402

   BB & T                      2004 Dodge Ram            $21,077
   P.O. Box 1847               Truck
   Wilson, NC 27894

   Navy Federal Cr. Union      Signature loan            $17,953

                               2005 Chevrolet            $40,445
                               Express van
                                                        ($35,000
                                                        secured)

                               2003 BMW                  $37,248

   Allegro Acceptance          Piano                     $12,000

   Chartway Federal Credit     1972 Grand Prix            $8,298

                                                         ($5,000
                                                        secured)

   R. E. Michel Company        Services                   $7,273

   ECPI College of             Tuition                    $5,545
   Technology

   American General Finance    Line of Credit             $5,223

   Sam's Club Discover         Credit card                $5,170
                               purchases

   CHKD                        Medical bill               $4,924

   City of Chesapeake          1.5 Stone and              $3,938
                               vinyl ranch
                               2000 Waterstone         ($400,000
                               Cove                     secured)
                               Chesapeake, VA
                                                       ($469,943
                                                     senior lien

                               2005 Chevrolet             $1,500
                               Express van              ($35,000
                                                        secured)

                                                        ($40,445
                                                    senior lien)

                               2004 Dodge Pickup          $1,400
                               personal property
                               tax bill

   VA Child Support            Child support              $2,700

   Bank of America             Credit card                $2,403
                               purchases

   Thomasville/GE Money Bank   Credit card                $1,877
                               purchases


REFCO INC: Trusts Seek Return of $400 Mil. from Former Insiders
---------------------------------------------------------------
The Refco Litigation Trusts have filed a lawsuit seeking the
return of more than $400 million from former Refco insiders. The
lawsuit, filed in the United States Bankruptcy Court for the
Southern District of New York, seeks return of preferential and
fraudulent transfers from former owners, officers and directors of
Refco who participated in a massive scheme to strip assets out of
Refco.

The complaint alleges that the preferences and fraudulent
transfers were concealed within and behind a number of
fraudulently engineered financial transactions, including a
surreptitious profits participation agreement funneled through
Refco Group Holdings, Inc., a holding company controlled by
defendant Phillip R. Bennett.  Other insiders named in the action
include Tone N. Grant, John D. Agoglia, Edwin L. Cox, Sukhmeet
"Mickey" Dhillon, Thomas H. Dittmer, Stephen Grady, Eric Lipoff,
Santo Maggio, Peter McCarthy, Joseph Murphy, Frank Mutterer,
William Sexton, and Robert Trosten.  The lawsuit also seeks to
void the transfers of certain asset management companies and other
transfers to RGHI.

Another lawsuit was filed by the Trusts in the United States
District Court for the Southern District of New York against
former insider Thomas Hackl and companies controlled by Mr. Hackl
seeking the return of more than $5 million transferred to Mr.
Hackl or companies controlled by him and for damages resulting
from Mr. Hackl's active participation in the fraud.

"The lawsuits filed today are in addition to five other lawsuits
filed by the Trusts and customers of Refco Capital Markets seeking
in the aggregate more than $2 billion dollars of damages to Refco
and its creditors as a direct result of the massive fraudulent
scheme perpetrated for more than eight years by Mr. Bennett, with
the aid and assistance of numerous insiders and third parties,"
Marc S. Kirschner, Trustee of the Refco Trusts, said.

Over the last several days the Trusts also brought more than 180
lawsuits in the United States Bankruptcy Court for the Southern
District of New York seeking in the aggregate more than $33
million from the return of preferential and fraudulent transfers,
collection of accounts receivables and other causes of action
against non-insiders.

                About the Refco Litigation Trusts

The two Refco Litigation Trusts were created under the Refco Plan
of Liquidation, which became effective on December 26, 2006.  Marc
S. Kirschner, the former Chapter 11 Trustee for Refco Capital
Markets LLC, serves as Trustee for the Trusts.  The primary
purpose of the Trusts is to pursue all Refco estate claims and
claims of certain electing creditors against third parties, with
recoveries to be distributed in accordance with the terms of the
Refco Plan of Liquidation.  The Trusts have $25 million of funding
to support their pursuit of such claims.  In February 2007, the
Trusts retained the law firms Milbank, Tweed, Hadley, & McCloy,
LLP and Quinn Emanuel Urquhart Oliver & Hedges, LLP to assist in
their work and, since then, have been engaged in a comprehensive
investigation of potential claims against third parties.  The
Trusts have filed three lawsuits against third parties involved in
the Refco frauds.

                        About Refco Inc.

Based in New York City, Refco Inc. -- http://www.refco.com/-- is
a diversified financial services organization with operations in
14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its direct and indirect subsidiaries,
including Refco Capital Markets Ltd. and Refco F/X Associates LLC,
on Dec. 15, 2006.  That Plan became effective on Dec. 26, 2006.

Refco Commodity's exclusive period to file a chapter 11 plan
expired on Feb. 13, 2007.


REMY WORLDWIDE: Wants to Employ AP Services as Crisis Manager
-------------------------------------------------------------
Remy Worldwide Holdings Inc. and its debtor-affiliates ask
authority from the U.S. Bankruptcy Court for the District of
Delaware to:

   (a) employ AP Services, LLC, as their crisis managers
       effective as of the Effective Date; and

   (b) designate David C. Johnston as assistant treasurer of
       Remy International Inc.

The Debtors assert that APS' experience in providing crisis
management services to financially-troubled organizations for
over 20 years qualifies the firm for the contemplated services it
will perform on the Debtors' behalf.  Furthermore, Mr. Johnston
has held a variety of restructuring management and advisory
leadership roles during his 10-year tenure with APS' affiliate,
AlixPartners.

Pursuant to an Engagement Letter between the Debtors and APS
dated Sept. 25, 2007, Mr. Johnston will serve as Remy
International's assistant treasurer under the direct supervision
of Remy International's chief executive officer.

As Remy International's assistant treasurer, Mr. Johnston will:

   -- collaborate with the senior management team composed of
      Remy's Board of Directors and the Debtors' other
      professionals in assisting the Debtors in evaluating
      strategic and tactical options through the restructuring
      process;

   -- oversee elements of Remy's Treasury and Cash Management
      functions; and

   -- assist the CEO and the Chief Financial Officer in
      developing improved financial reporting and timelier
      decision-making information.

The Debtors will pay for APS' full time Temporary Staff at these
hourly rates:

         Professional               Hourly Rate
         ------------               -----------
         Managing Directors        $600 to $750
         Directors                 $440 to $575
         Vice-Presidents           $325 to $450
         Associates                $260 to $315
         Analysts                  $210 to $230
         Paraprofessionals         $100 to $175

Based on APS' billing schedule, Mr. Johnston, designated as full-
time Assistant Treasurer, will be compensated with an hourly rate
of $525.

Aside from providing full-time Temporary Staff, APS will
occasionally use part-time temporary staff for certain Chapter
11-related activities, Kenneth J. Enos, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware, tells the Court.
The Debtors will be billed for services provided by the part-time
Temporary Staff for hours worked at hourly rates similar to those
of the full-time Temporary Staff.

Among other things, the part-time Temporary Staff may be tasked
to:

   (a) prepare short-term cash flow and liquidity forecasts for
       domestic and international operations;

   (b) assist in the preparation and monitoring of business
       plans and forecasts;

   (c) evaluate Remy's relationship with significant customers,
       development strategies to address customer issues, and
       negotiations for improvements in pricing, product
       specifications, payment terms and other elements
       affecting the company's cash flow;

   (d) develop information for Remy's prepackaged Chapter 11
       filing, through:

       -- compiling required information for the Chapter 11
          petition and other required forms;

       -- assisting the Accounting Department with related
          issues like cutoff and segregation of prepetition
          and postpetition activity; and

       -- assisting counsel with information and analysis
          to support "first day" motions; and

   (e) after the Chapter 11 filing, assist:

       -- the Debtors in managing their bankruptcy process,
          including working with and coordinating the efforts
          of other professionals representing the Debtors'
          various stakeholders;

       -- in preparing information required by the Bankruptcy
          Court, including schedules of assets and
          liabilities, statement of financial affairs and
          monthly operating reports;

       -- in managing supplier relationships to help ensure
          continuation of deliveries and receipt of credit
          terms; and

       -- in tasks like reconciling, managing, and negotiating
          claims, evaluating preferences and the like and in
          supporting the Debtors' positions with respect to
          various Court motions.

David Rawden, an independent contractor of APS, will perform
certain accounting and finance functions for the Debtors.  Mr.
Rawden was formerly a managing director of AlixPartners, with
over 25 years of accounting, finance and restructuring
experience.  Mr. Rawden was a former chief financial officer for
several manufacturing companies, including a $1 billion
automotive supplier.

APS is billing the Debtors for Mr. Rawden's services at a fixed
monthly rate of $100,000, which is equal to or less than the
comparable hourly rate that the firm charges for its own
employees who are managing directors, according to Mr. Enos.

The APS professionals contemplated to be employed by the Debtors
and their fees are:

                                         Hourly
  Name              Description          Rate      Commitment
  ----              -----------         --------   ----------
  David C. Johnston Assistant Treasurer     $525   Full-Time
  Alan Holtz        Engagement Leader       $675   Part-Time
  Jason Muskovich   Int'l. Cash Mgmt.       $520   Full-Time
  Henry Colvin      Case Management         $495   Full-Time
  Kyle Braden       Vendor Management       $475   Full-Time
  Brent Robison     Int'l. Cash Mgmt.       $440   Full-Time
  Nishit Shah       Case Management         $315   Full-Time
  Jarod Clarrey     Case Management         $230   Full-Time

The Debtors will also reimburse APS of necessary out-of-pocket
expenses incurred in connection with their Chapter 11 cases,
including travel, lodging, postage and telephone charges.

APS intends to submit to the Court quarterly reports of
compensation earned.

In addition to the hourly fees, APS and the Debtors agree that in
the event of a meaningful and appropriate milestone, APS will
receive a $1,000,000 Success Fee.  The fee is intended to reflect
the alignment of both parties' interests.

Under the Engagement Letter, the Debtors agree to indemnify, hold
harmless, and defend APS and its affiliates against all claims,
liabilities, losses, damages, and reasonable expenses as they are
incurred, including reasonable legal fees and disbursements of
counsel.

Without prejudice to these rights, APS waives indemnification of
itself as an entity.  Indemnification of APS personnel who are not
officers of the Debtors will be subject to the approval of Remy
International's Board of Directors.

The Debtors assert that they will use reasonable efforts to
include and cover Temporary Staff serving as their officers from
time to time, as insureds under the Debtors' policy for
directors' and officers' insurance.  The Debtors will maintain
the D&O Insurance coverage for the period through which claims
can be made against those persons.

Alan D. Holtz, a managing director at APS, declares that none of
APS' principals, employees, agents, or affiliates have any
connection with the Debtors, their creditors, the U.S. Trustee,
or any other party, with an actual potential interest in the
Debtors' Chapter 11 cases.

Mr. Holtz relates that APS has represented Angelo Gordon, AT&T
Corp., Bear Stearns, BellSouth, Blue Diamond, Bombardier Inc.,
Caterpillar, Citicorp Del-Lease, Credit Suisse First Boston,
DaimlerChrysler, Deloitte & Touche, Fiat, Ford, General Motors
Corp., Honda, Morgan Stanley, among others, in matters unrelated
to the Debtors.

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


REMY WORLDWIDE: Wants to Assume Caterpillar Inventory Agreement
---------------------------------------------------------------
Remy Worldwide Holdings Inc. and its debtor-affiliates ask
authority from the U.S. Bankruptcy Court for the District of
Delaware to assume an inventory purchase agreement with
Caterpillar Inc.

The Debtors sold their diesel engine remanufacturing business to
Caterpillar for roughly $158 million, pursuant to an asset
purchase agreement dated Jan. 29, 2007.  The Debtors also
entered into outsourcing agreements with Caterpillar, which will
become the Debtors' exclusive supplier of remanufactured heavy
duty starters and alternators.  Caterpillar would acquire certain
machinery and equipment related to the heavy duty starter and
alternator remanufacturing business.

The initial closing occurred June 25, 2007.  On the same day, the
parties amended the Asset Purchase Agreement to provide, for among
other things, the Debtors' sale, for $7.16 million, certain
inventory, machinery, equipment and other assets used designing,
remanufacturing, assembling, testing, marketing and selling
remanufactured heavy duty rotating electrics, including starters
and alternators in North America through the Debtors' facilities
in Mississippi.

Kenneth J. Enos, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, the Debtors' proposed co-counsel, told
the Court that under a related inventory purchase agreement, Remy
Reman, L.L.C. and Remy International, Inc., would sell to
Caterpillar Reman Acquisition Two LLC:

   1. alternator core work-in-process inventory having an
      aggregate purchase price of $87,000;

   2. alternator new parts having an aggregate purchase price
      of $1.28 million;

   3. starter core inventory having aggregate value of
      $2,421,000;

   4. starter core work-in-process inventory having an
      aggregate purchase price of $2.29 million; and

   5. starter new parts having an aggregate purchase price of
      $748,000.

Mr. Enos says the Inventory Purchase Agreement contemplates the
transfer of Inventory aggregating roughly $6.80 million.

The Inventory Purchase Agreement also provides that Caterpillar
may elect to adjust purchase prices for the starter core
inventory using the per unit market value of the Purchased
Inventory as determined using a methodology agreed to between the
parties.  If either party disagrees with the adjusted inventory
value for the starter core inventory, the parties will resolve the
disagreement using dispute resolution process applicable to
alternator core inventory set forth in the Asset Purchase
Agreement.

Mr. Enos said the purchase price does not include any sales, use,
excise or other taxes that the Debtors may be required to pay in
connection with the Inventory sale.  The amount of any applicable
present or future tax will be paid by Caterpillar as an additional
charge or, in lieu of that, Caterpillar will provide the Debtors
with a tax exemption certificate acceptable to the relevant taxing
authorities.

The parties also agreed to certain indemnification provisions.

The Debtors further ssought permission to continue the transfer of
the remainder of the Purchased Inventory, free and clear of all
liens, claims and encumbrances.

Assumption of the Inventory Purchase Agreement is in the best
interest of the Debtors, their estates and creditors, Mr. Enos
contended.  He explained that the sale will result in lower
product costs for the Debtors and represented the highest or
otherwise best offer for the Purchased Assets.

Mr. Enos also asserted that the the sale of the remainder of the
Purchased Inventory is an integral part of the Caterpillar
transaction, which has been substantially consummated.

The purchase price, Mr. Enos said, was determined after good
faith, arm's-length negotiations.  "Accordingly, the Debtors will
realize consideration for the Purchased Assets and the Remainder
of the Purchased Inventory that will be fair and reasonable," Mr.
Enos maintained.

                      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).


RMBS: S&P Completes Ratings Review on Commercial Paper Conduits
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 402
classes of U.S. RMBS backed by first-lien subprime mortgage loans
issued during the first three quarters of 2005.  These classes are
from 138 transactions.  The affected classes represent
approximately $4.6 billion of original par amount, which is 1.45%
of the $320 billion original par amount of U.S. residential
mortgage-backed securities backed by first-lien subprime mortgage
loans rated by Standard & Poor's between the first and third
quarters of 2005.  Standard & Poor's also affirmed its ratings on
securities issued from the same period, representing $252.4
billion original par value of first-lien subprime U.S. RMBS.

These rating actions incorporate S&P's most recent economic
assumptions, and reflect their expectation of further defaults and
losses on the underlying mortgage loans and the consequent
reduction of credit support from current and projected losses.
Furthermore, the affected transactions include provisions that
allow the release of credit support on certain step-down dates.
The release of credit support after the step-down dates will leave
these transactions even more vulnerable to losses going forward.
At the end of this article, S&P discuss its new assumptions
regarding the calculation of minimum overcollateralization after
step-down dates, which address this aspect of the rated
structures.  These assumptions are in addition to the increased
credit enhancement levels S&P implemented in July 2007.

                 Impact on ABCP, SIVs, and CDOs

Standard & Poor's has completed its global review of all its rated
asset-backed commercial paper conduits with exposure to these U.S.
RMBS classes and confirms that the ratings on these ABCP conduits
are not adversely affected by these rating actions.

Standard & Poor's has also completed its review of all S&P-rated
SIV and SIV-lite structures with regard to exposure to these U.S.
RMBS classes.  This review shows that there is no exposure to the
affected U.S. RMBS classes in any SIV or SIV-lite and therefore
not adversely affected by these rating
actions.

Standard & Poor's is also conducting a review of its rated
collateralized debt obligation transactions with exposure to these
U.S. RMBS classes.  Where appropriate, S&P will take action on the
affected CDO classes within the next several days.

                 Factors Driving Rating Actions

                    Mortgage Pool Performance

The lowered ratings reflect current pool performance as of the
September 2007 distribution date and the delinquency pipelines in
these mortgage loan pools.  Although most of these pools have
incurred low cumulative losses to date, the projected credit
support for these classes is no longer sufficient to support the
previous ratings.  Some of these transactions have higher-than-
expected foreclosure and real estate owned amounts, with sums that
exceed current O/C amounts.  In addition, stressed losses may
outpace excess interest and erode credit support, causing O/C
levels to fall below their targets.

Aggregate losses on all first-lien subprime U.S. RMBS transactions
that were issued from the beginning of the first quarter of 2005
through the third quarter of 2005 with an average of 24 months are
approximately 92 basis points (0.92%).  This is in contrast with
the downgraded transactions that have experienced approximately
104 basis points (1.04%) in aggregate losses -- this is 13% higher
than the average for this period.  This compares with 98 basis
points (0.98%) of aggregate losses experienced by transactions
issued in 2000, previously the worst-performing vintage of the
decade.

                       Economic Factors

Standard & Poor's expects that the U.S. housing market will
continue to experience price declines.  Weakness in the property
markets is evidenced by rising loss severities reported by
servicers, with little prospect for improvement in the near term.

Additional property value declines are expected.  Standard &
Poor's currently projects that property values will decline 11% on
average from peak to trough and will begin to recover in late
2008, with the peak having occurred in the spring of 2006.  The
continued decline in prices will apply additional stress to these
transactions: foreclosures will cause increased losses and many
borrowers will face the inability to refinance or sell their homes
to meet debt obligations.  As lenders have tightened underwriting
guidelines, fewer refinance options may be available to these
borrowers, especially if their loan-to-value and combined loan-to-
value ratios have risen in the wake of declining home values.

                  Mortgage Payment Adjustments

Adjustable- and interest-only loans subject to contractual
increases in their monthly payments will continue to pressure
borrowers' ability to meet monthly payments in the future.  The
affected 2005 transactions contain, on average, 70%-80% of the
types of loans that recently received, or are subject to, some
type of payment adjustment in the near future.  Most of these are
2/1 adjustable-rate mortgages that are already in their
adjustable-rate stage and are already past their first, and
typically largest payment reset.  Despite some industry claims of
increased accommodations to subprime borrowers, S&P expect losses
to increase for borrowers who have experienced (1) rising loan
payments due to resetting terms of their adjustable-rate loans,
and (2) principal amortization that occurs after the interest-only
period ends for adjustable- and fixed-rate loans.

          Additional Subprime Surveillance Assumptions

Given the current factors noted above, S&P are refining its
surveillance approach for the 2005 vintage of U.S. RMBS backed by
first-lien subprime mortgages.

S&P employed and complemented the subprime surveillance
assumptions that were used for its July 2007 subprime rating
actions.  S&P assumed a loss severity of 33% on defaulted loans
for transactions that closed during the first half of 2005 and a
loss severity of 40% for transactions that closed during the
second half of 2005.  This is because loans originated in the
first half of 2005 have experienced some home price appreciation.
The 40% loss severity assumption reflects the increased stress
applied for the 2006 transactions S&P reviewed in July 2007.

Incorporating actual losses, S&P stressed the delinquency pipeline
using the 2/1 historical default curve.  Since many of the
mortgage loans included in these securitizations have already
experienced interest rate resets, and since the transactions are
approaching their step-down dates, S&P ran additional scenarios to
measure the impact of stressed defaults and the timing of losses.
Specifically, for U.S. first-lien subprime mortgage loans, S&P
assume that the REO loans are liquidated evenly over eight months
and loans in foreclosure are liquidated evenly over 15 months.
These time lines are consistent with market data and residential
mortgage loan servicer experiences and expectations.  S&P employed
the 33% and 40% loss severity assumptions described above.

S&P lowered its rating to 'CCC' on any class that did not pass our
stress test within 12 months, regardless of its current rating.
Similarly, S&P lowered its rating to 'B' on any class that did not
pass our stress test scenario within 13 to 24 months.  Also, S&P
lowered its rating to 'BB' on any class that did not pass its
stress test scenario within 25 to 30 months.  Finally, S&P lowered
its rating to 'BBB' on any class that did not pass its stress test
scenario within 31 to 36 months.  In cases where the remaining
loss protection on a more senior class was materially eroded by
stressed losses, S&P adjusted the rating lower to reflect the
reduced relative protection of that class.

Rating changes were predominately in the 'BBB' rating categories.
There were no rating changes for 'AAA' securities.  The
distribution of rating changes is:

                    Rating      % Of
                   Category    Ratings Lowered
                   --------    ---------------
                      AAA         0.0
                      AA+         0.2
                      AA          0.7
                      AA-         0.2
                      A+          2.5
                      A           3.5
                      A-          7.2
                      BBB+        11.4
                      BBB         15.2
                      BBB-        23.4
                      BB+         15.7
                      BB          12.4
                      BB-         1.5
                      B+          1.0
                      B           5.0

S&P reviewed all of the classes rated during the first quarter
2005 through the third quarter 2005.  The classes that were issued
during this period and remain outstanding that are not part of
this press release demonstrated sufficient levels of protection
for the current ratings.  Therefore, S&P are affirming its ratings
on these classes.

As previously announced, Standard & Poor's will review its ratings
on transactions issued in 2007 based on its revised assumptions
announced in July 2007.  Furthermore, Standard & Poor's will
continue its review of rated transactions issued in the remainder
of 2005 and 2006 in light of new performance data and S&P's most
recent economic forecast.

      Revisions to Rating Assumptions for New Transactions

Since a number of the rating changes on the 2005 vintage result
from the projected release of credit support following step-down
dates, S&P reviewed the impact that O/C floors have on the release
of credit support.  Based on recent observations of performance
for the 2005 subprime vintage, a dynamic O/C floor, derived on a
transaction-specific basis, may better protect the stability of
the ratings on classes in future transactions.

For new transactions that rely on excess spread, the minimum O/C
floor will now be assessed based on the amount of support required
to avoid losses to the rated securities given Standard & Poor's
stressed default and loss curves, taking into consideration
projected excess spread following the step-down date.  The O/C
floor will be a percentage of the original pool balance and will
not be less than 50 basis points of the original collateral
balance.

To illustrate, S&P back-tested one of the downgraded 2005 subprime
transactions with the revised O/C floor in accordance with the new
assumptions.  S&P determined that one of the certificates from
this deal, which is being downgraded two notches, would have
avoided any rating action, while a second class, which is being
downgraded four notches, would have experienced only a single-
notch downgrade.

This approach is effective immediately.  S&P expect that the
revised O/C floor guidelines, in conjunction with the increased
credit stresses implemented in July 2007, will result in enhanced
ratings stability, as well as greater overall credit support for
future rated transactions.

Standard & Poor's continues to review the impact of minimum O/C
guidelines on credit support throughout the life of a transaction
and anticipates publishing a full analysis upon completion of this
review.  S&P will monitor transaction performance in connection
with these revisions and adjust S&P's  approach as appropriate.


RUFFIN ROAD: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Ruffin Road Office Park, L.P.
        3625 Ruffin Road
        San Diego, CA 92123-1879

Bankruptcy Case No.: 07-05774-11

Chapter 11 Petition Date: October 14, 2007

Court: Southern District of California (San Diego)

Debtor's Counsel: Judith A. Descalso, Esq.
                  960 Canterbury Plaza
                  Suite 340
                  Escondido, CA 92025
                  Tel: (760) 745-8380
                  Fax : (760) 860-980

Estimated Assets: $0 to $10,000

Estimated Liabilities: $1 Million to $100 Million

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


SENTINEL MGT: Trustee Can Hire Navigant as Financial Advisor
------------------------------------------------------------
Frederick J. Grede, the Chapter 11 Trustee appointed in Sentinel
Management Group Inc.'s bankruptcy case, obtained authority from
the U.S. Bankrutptcy Court for the Northern District of Illinois
to employ Navigant Consulting Inc. as his financial advisor nunc
pro tunc to Aug. 31, 2007.

Navigant Consulting has provided financial advisory services to
debtors, bondholder groups, secured and unsecured creditors,
acquirers, and other parties-in-interest involved in financially
troubled companies both in and outside bankruptcy throughout the
United States.  The Trustee believes Navigant's financial advisory
services are necessary to maximize the value of the Debtor's
estate.

Navigant Consulting is expected to:

   (a) analyze the Debtor's books and records;
   (b) reviewe the Debtor's banking and brokerage records;
   (c) conduct forensic examinations of securities transactions
       involving customer funds and property;
   (d) investigate potentially recoverable funds; and
   (e) provide other services as may be agreed upon by Navigant
       and the Trustee.

David Moes, managing director of the Navigant Consulting tells the
Court that the firm's professionals charge these rates for their
services:

     Professional                         Hourly Rate
     ------------                         -----------
     David Moes, managing director           $550
     Managing Directors                    $520-650
     Directors/Senior Advisors             $435-520
     Associate Directors                   $345-435
     Managing Consultants                  $295-345
     Consultants/Associates                $235-295
     Paraprofessionals                        $95

Mr. Moes relates that Navigant will seek reimbursement of travel,
report production, fee application expenses, costs of collection,
delivery services, and other costs incurred in providing services.

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

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.

On 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.


SHARPER IMAGE: Judge Altonaga Rejects Proposed Settlement
---------------------------------------------------------
The Hon. Cecilia Altonaga of the U.S. District Court for the
Southern District Court of Florida rejected a proposed settlement
to a purported class action against Sharper Image Corp. in
relation to its purifier products.

The proposed settlement would have required the company to
distribute $19 coupons to millions of consumers who bought air
purifiers that were allegedly defective, according to a report by
The Associated Press.

Court documents revealed that in arguments supporting the
settlement proposal, Sharper Image depicted the settlement as the
best consumers could hope for especially since the company is on
the verge of bankruptcy.

The company had estimated the settlement could be worth
$60 million to the 3.2 million consumers eligible to participate.
Other documents in the case estimated about $25 million of the
coupons would be redeemed.

However, in a 61-page ruling, Judge Altonaga called the settlement
unfair citing that it violated the Class Action Fairness Act
passed by Congress in 2005, a law was intended to curb coupon-only
settlements and provide more meaningful agreements, a report The
Daily Business Review indicated.

Sharper Image's "precarious financial situation" did not affect
the her decision, according to Judge Altonaga.  She further wrote
that she did not find the proposed settlement "fair, adequate or
reasonable."

Judge Altonaga also rejected the $2 million in attorney fees that
the plaintiffs firms were due to receive.

In ruling against the settlement, the judge indicated that she was
influenced by the rare interventions in the class action by 36
state attorneys general, who filed amicus briefs objecting to the
proposed settlement.

Along with plaintiffs attorneys prosecuting a separate lawsuit,
the attorneys general said the case should have been settled with
cash payments.

                        Case Background

As previously reported in the Class Action Reporter, on or before
April 15, 2006, five purported class actions were filed against
the Company in relation to its "Ionic Breeze" purifiers.

The actions were filed on behalf of purchasers of the Ionic Breeze
in the State Courts of California (San Francisco) and Florida
(Jacksonville), as well as the U.S. District Courts of Maryland,
Florida (Miami) and the Central District of California.  Only the
San Francisco action has been certified for class representation.

The Florida State Court action was stayed pending resolution of
the ongoing San Francisco case.  The Maryland and Central District
of California cases have been dismissed.

The Florida District Court case was filed by Manual Figueroa in
2005.  It alleged that Sharper Image's "Ionic Breeze" purifiers
didn't remove dust, pollen and other nettlesome particles as the
retailer advertised.  The devices sold for several hundred dollars
apiece.

On Jan. 16, 2007, the company entered into a Settlement Agreement
and Release in the case pending in the U.S. District Court for the
Southern District of Florida covering all persons who purchased an
Ionic Breeze branded product between May 6, 1999 and the effective
date of the Agreement who do not opt out of the Agreement.

The Agreement relates to claims made with respect to the
performance, effectiveness and safety of the Ionic Breeze line of
indoor air purification products.

The Agreement provides for the full release of the company by all
members of the Settlement Class with respect to the Claims.

On Jan. 25, 2007, the Court gave preliminary approval to the
Agreement.  On June 22, 2007 and on July 30, 2007, the Company
amended and further amended certain terms of the Agreement,
including some of the considerations to be provided to the
Settlement Class.

On Aug. 16, 2007, a fairness hearing was held for the settlement
in the Florida District Court case.

The Florida suit is "Figueroa v. Sharper Image Corp., et al., Case
No. 1:05-cv-21251-CMA," filed in the U.S. District Court for the
Southern District Court of Florida, under Judge Cecilia M.
Altonaga, with referral to Judge Ted E. Bandstra.

Representing plaintiffs are:

David L. Aronoff, Esq., at Thelen Reid & Priest LLP, Daniel Dennis
Dolan, II, Esq., and Robert L. Parks, Esq., at Haggard Parks
Haggard & Lewis, and Enrique J. Gimenez, Esq., Stephen J. Rowe,
Esq., and Jere F. White, Esq., at Lightfoot Franklin & White
represent the plaintiffs.

Sharper Image is represented by James S. Toscano, Esq., and Terry
C. Young, Esq., at Lowndes Drosdick Doster Kantor & Reed.

                      About Sharper Image

The Sharper Image -- http://www.sharperimage.com/-- (NASDAQ:SHRP)
is a specialty retailer whose principal selling channels include
186 Sharper Image specialty stores throughout the United States;
the Sharper Image monthly catalog; and its primary Web site.  The
Company also has business-to-business sales teams for marketing
its exclusive and proprietary products for corporate incentive and
reward programs and wholesale to selected U.S. and international
retailers.


SHAW GROUP: Names Brian Ferraioli as Chief Financial Officer
------------------------------------------------------------
The Shaw Group Inc. appointed Brian K. Ferraioli as executive vice
president and chief financial officer of the company.

Accordingly, Mr. Dirk Wild, who was serving as Senior Vice
President and Interim Chief Financial Officer will no longer serve
as Interim Chief Financial Officer.  Mr. Wild will continue
serving the company in the capacity as Vice President and Chief
Accounting Officer.

As reported in the Troubled Company Reporter on July 16, 2007, Mr.
Ferraioli accepted an offer to join the company as Executive Vice
President, Finance, and agreed to assume the role of Chief
Financial Officer of the company after the Company filed its
Quarterly Report on Form 10-Q for the third quarter of the
company’s 2007 fiscal year and before the Company reported its
fourth quarter fiscal year 2007 financial results.

Immediately prior to joining the company and since November 2002,
Mr. Ferraioli, age 52, served as Vice President and Controller for
Foster Wheeler, Ltd., a global engineering and construction
contractor and power equipment supplier.  From July 2000 until
November 2002, Mr. Ferraioli served as Vice President and Chief
Financial Officer of Foster Wheeler USA Corporation.  Prior to
that, from July 1998 until July 2000, Mr. Ferraioli served as Vice
President and Chief Financial Officer of Foster Wheeler Power
Systems, Inc.

A full-text copy of the employment agreement between the company
and Mr. Ferraioli is available for free at:

            http://ResearchArchives.com/t/s?2449

                        About Shaw Group

Based in Baton Rouge, Louisiana, The Shaw Group Inc. (NYSE: SGR)
-- http://www.shawgrp.com/-- provides services to the
environmental, infrastructure and homeland security markets,
including consulting, engineering, construction, remediation and
facilities management services to governmental and commercial
customers.  It is also a vertically integrated provider of
engineering, procurement, pipe fabrication, construction and
maintenance services to the power and process industries.  The
company segregates its business activities into four operating
segments: Environmental & Infrastructure; Energy & Chemicals;
Maintenance, and Fabrication, Manufacturing & Distribution.  In
January 2005, the company sold substantially all of the assets of
its Shaw Power Technologies, Inc. and Shaw Power Technologies
International, Ltd. units to Siemens Power Transmission and
Distribution Inc., a unit of Siemens AG.

The company has operations in Chile, China, Malaysia, the United
Kingdom and, Venezuela, among others.

                          *     *     *

Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on The Shaw Group Inc. and removed it from
CreditWatch, where it was placed with negative implications in
October 2006.  S&P said the outlook is stable.

In addition, 'BB' senior secured debt rating was affirmed after
the $100 million increase to the company's revolving credit
facility.


SMALL WORLD: Acquired Out of Bankruptcy by Former Managers
----------------------------------------------------------
Small World Toys Inc. has been acquired out of bankruptcy by a
team of former company executives.

Under the umbrella firm, SWT Acquisition LLC, Rivenrock Capital
LLC fashioned a successful bid to help the company emerge from
bankruptcy better capitalized and healthier than it was before.

John Nelson, former President and COO of Small World Toys, who
left the company 2 years ago, will be CEO of the new company; and
other key team members are former COO John Matise, who will return
as COO; David Adams will serve as CFO; and Howard Bennett, a 26-
year veteran of the company, has been promoted from Senior Vice
President of Sales to the new President.

Mr. Nelson and Mr.  Adams co-founded Rivenrock Capital, a private
equity firm in 2004.  Mr. Nelson said Rivenrock will hold a
significant equity stake in the company.  Mr. Matise advised
Rivenrock Capital and structured the financing with Kallina
Corporation who provided the banking facility to complete the
deal.

In addition, Eddy Goldwasser, who founded Small World Toys 45
years ago, will serve as a consultant to the team, and as a board
member of Small World Toys.

"With this new entity, I'm proud to say the company is better
capitalized than it ever has been in its history," Mr. Goldwasser
said.

Mr. Nelson noted the company's strong, seasoned management team
would focus on a "back to basics" plan for the near term: "We know
to succeed, we must deliver safe, innovative, specialty products
when the customers need them.  The faster we accomplish this
objective, I believe the sooner we can regain the confidence of
our customers and suppliers.  If we can do that, we'll regain
respect and be back in the business of being successful again."

Since the company filed for bankruptcy in August, it has been
operating under the supervision of Charles T. Moffit, with debtor-
in-possession financing from senior creditor, Laurus Master Funds,
Ltd.  This has allowed the company's toys en route from China to
be shipped and delivered.

"In fact, we will be visiting factories in the next 30 days to
strengthen our relationships with our strategic vendors and share
with them our plans for the future," Mr. Nelson said.

Headquartered in Culver City, California, Small World Toys Inc. --
http://www.smallworldtoys.com/-- develops, manufactures, markets,
and distributes education developmental toys.  The company's
proprietary brands feature toys for children 10 years old and
below.  The company filed for chapter 11 protection on Aug. 2,
2007 (Bankr. C.D. Calif. Case No. 07-16606).  Ron Bender, Esq., at
Levene, Neale, Bender, Rankin & Brill, L.L.P., represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts between $1 million and $10 million.


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 15, 2007:

      Entity                                     Case No.
      ------                                     --------
      170 Broad, L.L.C.                          07-24922

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-affiliate that filed on
October 15, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
170 Broad, L.L.C.                      $2,900,000    $1,400,518

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

J. 170 Broad, LLC's largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Tax Collector                    Commercial             unknown
Township of Red Bank             Building located
90 Monmouth Street               at 170 Broad
Red Bank, NJ 07701               Street, Red Bank,
                                 NJ Property held
                                 by Joseph Dwek
                                 and Yeshua,
                                 L.L.C., transferred
                                 pursuant to Interim
                                 Settlement; value
                                 of security:
                                 $2,900,000; value
                                 of senior lien:
                                 $1,394,810

J.C.P.&L.                        Utilities               $4,923
P.O. Box 3687
Akron, OH 44309-3687

Fly by Night Cleaning Service    Trade debt                $786


TALLUS L.P.: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Tallus L.P.
        11264 La Grange Avenue
        Los Angeles, CA 90025

Bankruptcy Case No.: 07-19261

Chapter 11 Petition Date: October 15, 2007

Court: Central District Of California (Los Angeles)

Judge: Ellen Carroll

Debtor's Counsel: Barry S. Glaser, Esq.
                  Ezra Brutzkus Gubner LLP
                  21650 Oxnard Street, Suite 500
                  Woodland Hills, CA 91367
                  Tel: (310) 557-2009
                  Fax: (310) 551-0283

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Allied North America Insurance     Trade Debt             $78,833
2029 Century Park East
14th Floor
Suite 1458, 1459, 1460
Los Angeles, CA 90067

Cox Castle Nicholson, LLP          Legal                  $50,456
Accounting Department
2049 Century Park East 28th Floor
Los Angeles, CA 90067-3284

Destination Club Partners          Trade Debt             $41,078
2121 Waukegan Road, Suite 100
Bannockburn, IL 60015

Bryan Cave, LLP                    Legal                  $12,089

Mammoth Times Weekly               Trade Debt             $10,349

Pinson & Associates                Trade Debt             $10,340

Town of Mammoth Lakes              Trade Debt              $6,178

EMC Outdoor                        Trade Debt              $4,800

The Sheet                          Trade Debt              $4,104

Holthouse, Carlin & Van Trigt LLP  Legal                   $1,739

Mammoth Monthly                    Trade Debt              $1,739

KMMT-FM                            Trade Debt              $1,435

Mammoth Homeowner's Services       Trade Debt              $1,106

Sierra Homes                       Trade Debt                $675

Registry Collection                Trade Debt                $650

Real Estate Book                   Trade Debt                $417

Verizon                            Trade Debt                $409

Quality Built                      Trade Debt                $352

Turnor Propano                     Trade Debt                 $78

Mammoth Community Water District   Trade Debt                 $74


TARGA RESOURCES: Commences Public Offering of 12.5 Mil. Shares
--------------------------------------------------------------
Targa Resources Partners LP commenced of a public offering of
12.5 million of its common units representing limited partner
interests.

Targa Resources Partners plans to use the net proceeds from this
offering to partially fund the acquisition of certain natural gas
gathering and processing businesses located in west Texas and
Louisiana from Targa Resources Inc.

The underwriters will be granted a 30-day option to purchase up to
1,875,000 additional common units.  The common units are listed on
the NASDAQ Global Market and are traded under the symbol "NGLS."

Upon conclusion of the offering, the public will own approximately
73% of the outstanding limited partner units of Targa Resources
Partners, or approximately 75% if the underwriters exercise in
full their option to purchase additional units.

Targa will indirectly own the remaining equity interests in Targa
Resources Partners.

Citi, Lehman Brothers Inc., Goldman, Sachs & Co. and Merrill Lynch
& Co. will act as joint book-running managers of the offering.

Wachovia Capital Markets LLC, UBS Investment Bank, Credit Suisse
and Deutsche Bank Securities Inc. will act as senior co-managers
and Raymond James, RBC Capital Markets and Sanders Morris Harris
will act as co-managers for the offering.

This offering of common units will be made only by means of a
prospectus.  A written prospectus, when available, may be obtained
from the offices of:

   (i) Citigroup Global Markets Inc.
       Attn: Prospectus Delivery Department
       Brooklyn Army Terminal
       140 58th Street
       Brooklyn, NY 11220
       Tel 718-765-6732

  (ii) Lehman Brothers Inc.
       c/o Broadridge Integrated Distribution Services Inc.,
       1155 Long Island Avenue
       Englewood, NY 11717
       Fax (631) 254-7140

(iii) Goldman Sachs & Co.
       85 Broad Street
       New York, NY 10004
       Fax (212) 902-9316
       E-mail prospectus-ny@ny.email.gs.com;

  (iv) Merrill Lynch & Co.
       Attention: Prospectus Department
       4 World Financial Center
       New York, NY 10080
       Tel (212) 449-1000

                 About Targa Resources Partners

Headquartered in Houston, Texas, Targa Resources Partners LP
(NASDAQ:NGLS) -- http://www.targaresources.com/-- was formed by
Targa Resources Inc. to engage in the business of gathering,
compressing, treating, processing and selling natural gas and
fractionating and selling natural gas liquids and natural gas
liquids products.  The Partnership operates in the Fort Worth
Basin in north Texas.  A subsidiary of Targa Resources Inc. is the
general partner of the Partnership.  Targa Resources Partners owns
a  network of integrated gathering pipelines, two natural gas
processing plants and a fractionator.

                    About Targa Resources Inc.

Headquartered in Houston, Texas, Targa Resources Inc. (Nasdaq:
NGLS) -- http://www.targaresources.com/-- is an independent
midstream energy company formed in 2003 by management and Warburg
Pincus, the global private equity firm and a leading energy
investor, to pursue gas gathering, processing and pipeline asset
acquisition opportunities.

                          *     *     *

As reported in the Troubled Company Reporter on July 23, 2007,
Moody's Investors Service affirmed Targa Resources Inc.'s B1
corporate family rating and assigned Ba3 ratings (LGD 3, 40%) to
its proposed first lien credit facilities comprised of a
$1.525 billion term loan, a $300 million revolving credit
facility, and a $300 million synthetic letter of credit facility.


TEKTRONIX INC: $2.85 Bil. Danaher Deal Cues S&P's Positive Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'BB+' corporate credit rating, on Tektronix Inc. on
CreditWatch with positive implications, following the
announcement that the company will be acquired by 'A+' rated
Danaher Corp. for $2.85 billion.  Beaverton, Oregon-based
Tektronix is the second-largest provider of electronic test-and-
measurement equipment.  Washington, D.C.-based Danaher is a
diversified industrial manufacturer of professional
instrumentations, industrial technologies, medical technologies,
and tools and components.

The transaction is expected to close in the fourth quarter of
2007, pending regulatory approval.  "If Tektronix's senior
unsecured convertible notes are repaid, we will withdraw the
ratings on Tektronix following completion of the transaction,"
said Standard & Poor's credit analyst David Tsui.  The
$345 million notes due 2012 were outstanding as of Sept. 1, 2007.
"If the notes remain outstanding, we likely will equalize the
ratings with Danaher's."


THORNBURG MORTGAGE: Paying Preferred Stock Dividends on Nov. 15
---------------------------------------------------------------
Thornburg Mortgage Inc. sets the dividend declaration date on its
10% Series F Cumulative Convertible Redeemable Preferred Stock.
The dividend is payable on Nov. 15, 2007, to Series F shareholders
of record as of Oct. 31, 2007.  The ex-dividend date is Oct. 29,
2007.

On Oct. 31, 2007, the company will announce a pro-rated dividend
on its 10% Series F Cumulative Convertible Redeemable Preferred
Stock for the period from Sept. 7, 2007 through Nov. 15, 2007.

As set forth in the Series F Preferred Stock prospectus, the
dividend on the 10% Series F Cumulative Convertible Redeemable
Preferred Stock will be the greater of (i) $.479166667 or (ii) the
amount that is the same percentage of the $25 liquidation
preference per share of Series F Preferred Stock as the common
stock dividend yield which will be calculated by dividing the
common stock dividend for the third quarter, if any, by the
average daily closing price of the common stock on the NYSE for
the ten trading days following the common stock dividend
declaration date.

                   About Thornburg Mortgage Inc.

Headquartered in Santa Fe, New Mexico, Thornburg Mortgage Inc.
(NYSE: TMA) -- http://www.thornburgmortgage.com/-- is a single-
family prime residential mortgage lender focused on the jumbo
segment of the adjustable rate mortgage market.  It originates,
acquires, and retains investments in adjustable and variable rate
mortgage assets.  Its ARM assets comprise of purchased ARM assets
and ARM loans, including traditional ARM assets and hybrid ARM
assets.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 20, 2007,
Fitch Ratings assigned these ratings on Thornburg: (i) issuer
default rating 'CCC'; (ii) senior unsecured notes 'CCC-/RR5';
(iii) unsecured subordinate notes 'CC/RR6'; and (iv) rreferred
stock 'CC/RR6'.  All ratings remain on Rating Watch Negative.


TOYS “R” US: Mothers Call on KKR to Adopt Child Safety Measures
---------------------------------------------------------------
Child safety advocates and elected officials joined dozens of
mothers concerned about lead in toys to call on buyout firm
Kohlberg Kravis Roberts & Co. to adopt a code of conduct for its
portfolio companies' suppliers.  The coalition seeks to ensure
that the toys sold at Toys "R" Us and other stores as Halloween
and the holiday season approach are safe and do not endanger
children.

                      CEO Senate Testimony

As reported in the Troubled Company Reporter on Sept. 18, 2007,
Jerry Storch, Chairman and Chief Executive Officer of Toys "R" Us,
Inc., testified on the issue of toy safety at a special hearing of
the Senate Appropriations Subcommittee on Financial Services and
General Government.  In his testimony, Mr. Storch
reaffirmed the company's support of proposed federal legislation
to build a more effective Consumer Product Safety Commission,
strengthen third-party testing requirements for products, and
introduce production code stamping.

In addition, the company disclosed new steps it is taking to
ensure customers receive even more rapid and detailed information
regarding toy safety issues.

As part of its ongoing commitment to safety, Toys "R" Us, Inc.
also reported new enhancements to ensure its customers have the
most specific and up-to-date information on toy safety issues.
Mr. Storch shared these new initiatives with the Subcommittee,
which include:

   * Launching a dedicated toy safety microsite,
     http://www.Toysrus.com/Safety/that has information about
     the company's safety assurance standards and procedures,
     as well as specific recall information;

   * Introducing an email notification system for recalls;

   * Adding bilingual recall notices to its communication
     protocols; and

   * Introducing new Safety Boards in stores, which will
     contain important product safety information, including
     recall notices.

These improvements are part of the company's ongoing efforts to
raise the bar continually when it comes to the safety of children.
These new measures were developed to deliver rapid and decisive
communications to customers about safety issues.

                       Coalition's Report

KKR has a history of profiting from companies that sell hazardous
products for children.  The coalition released a new report
detailing how KKR portfolio companies have repeatedly been at the
center of recalls, congressional concerns, and lawsuits over
dangerous toys and other products, including toys tainted with
toxic lead paint.  Child safety advocates and elected officials
demanded that KKR and its affiliates immediately adopt a code of
conduct to prevent future safety lapses, and announced a toll free
number and website for concerned parents who want to protect their
children from potentially dangerous toys and other products.

"The safety of our children cannot be taken lightly,"
Congresswoman Yvette D. Clarke (D-NY 11) said.  "I am proud to
stand with members of the community that are calling for increased
accountability from KKR and other companies that impact the lives
and well-being of our children."

"With all the dangers that parents must protect their children
from today, we cannot add to that the additional worry of whether
toys are safe," Congresswoman Nydia M. Velázquez, (D-NY 12) said.
"It is crucial that parents feel confident when buying products
for their kids, and KKR must take ultimate responsibility for the
quality of merchandise sold in their stores.  Anything less is
completely unacceptable.”

               Suggested Business Code of Conduct

The detailed business code of conduct for KKR is a common sense
approach to protect children, workers and the environment from
harmful chemicals in toys and children’s products.  It is a
healthy business strategy for ensuring a sustainable client base
and thriving economy.

KKR should:

   * Know what’s in its products by requiring content and
     safety information.

   * First eliminate the most hazardous chemicals like lead,
     phthalates, PBDEs, cadmium and bisphenol A from children’s
     toys.

   * Ensure workers and production and disposal site
     communities are protected.

   * Support government reform measures that close the safety
     gap that continues to allow untested chemicals into
     everyday consumer products.

“It is in the power of KKR and Toys “R” Us to have a huge impact
on the safety of the supply stream coming onto our shelves,”
Judith Robinson of the Coming Clean Collaborative, a coalition of
over 125 public and environmental health watchdog groups, said.
“A code of conduct to ensure the toys and kids products they sell
are toxic-free is the beginning.”

KKR portfolio company recalls in 2007:

   * This summer, Toys “R” Us recalled thousands of lead-
     tainted bibs and crayon and paint sets.

   * Earlier this year, Toys “R” Us also recalled more than
     128,000 toy sets because of unsafe levels of lead

   * This month, 15,000 Toys “R” Us toys were recalled for lead
     levels that violate federal standards.

   * In October alone, Dollar General recalled nearly 200,000
     lead-tainted key chains and 63,000 Frankenstein decorated
     cups.

   * Evenflo—a company formerly owned by KKR—was found liable
     by a jury in the death of a 4-month-old baby who was
     injured in a car seat made by the company.

Despite these recalls, news of another toxic toy found on Toy “R”
Us shelves was released Oct. 11, 2007.  The Center for
Environmental Health reported that a Marvel Curious George doll
bought at Toys “R” Us contained more than 6,000 ppm of lead, more
than 10 times the legal lead-paint limit.

Child safety advocates and corporate watchdogs said they are
concerned that businesses owned by buyout firms such as KKR may be
less likely to be vigilant when it comes to consumer safety
because of the industry’s business model, which places control of
a company in the hands of a largely unaccountable group of private
investors.

"The KKR crowd would give a toxic cocktail to Barney the Dinosaur
if it made them a few extra bucks,” Dan Cantor, Executive Director
of the Working Families Party, said.  “It's no coincidence that an
industry built around quick profit and limited transparency would
be linked to so many dangerous lapses in product safety.”

“Selling these toys is like peddling poison to kids,” ACORN NY
President Pat Boone said.  “These tainted toys are just more proof
that these buyout giants care more about profit than people.”

The child safety advocates, elected officials, and mothers
demanded that KKR portfolio companies’ suppliers and manufacturing
partners also ensure that they are adhering to a code of conduct
by providing inspection documentation and certification.

The group disclosed a hotline -- (866) 311-3405 -- for parents to
call with questions about products for children, a new website,
and a program to provide free lead test kits.

                       About Toys 'R' Us

Headquartered in Wayne, New Jersey, Toys "R" Us --
http://www.Toysrus.com/-- is a specialty toy retailer, which
sells merchandise through more than 1,500 stores, including 586
stores in the U.S. and 699 international stores, which include
licensed and franchised stores, and through its Internet site.

Babies "R" Us -- http://www.Babiesrus.com/-- is a baby product
specialty store chain, which sells merchandise through 256 stores
in the U.S. as well as on the Internet.

At Aug. 4, 2007, the company reported total assets of $8.22
billion, total liabilities of $8.80 billion, and minority interest
of $130.0 million, resulting in a $710 million
total shareholders' deficit.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 28, 2007,
Moody's Investors Service confirmed the B2 corporate family rating
and the B2 probability of default rating of Toys 'R' Us Inc.
Moody's also confirmed the Caa1 rating of the company's senior
unsecured notes due 2011-2018.  The outlook is stable.

As reported in the Troubled Company Reporter on July 3, 2007,
Standard & Poor's Ratings Services raised its corporate credit
rating on Toys 'R' Us Inc. to 'B' from 'B-'.  At the same time,
the senior unsecured rating was raised to 'CCC+' from 'CCC'.  The
outlook is stable.


TRANSLAND FIN'L: Examiner Says Debtor Improperly Used $27.4 Mil.
----------------------------------------------------------------
Robert E. Lynch, the examiner appointed in Transland Financial
Services Inc.'s bankruptcy case, issued a report stating that
the Debtor misused $27.4 million of funds, Bill Rochelle of
Bloomberg News reports.

According to Bloomberg News, the report, filed Oct. 8, 2007,
with the U.S. Bankruptcy Court for the Middle District of Florida
explains how the Debtor put money in its operating account that
should have gone to the bank lenders when borrowers made payments
on loans.

Additionally, Bloombeg News says, the examiner found that
the Debtor had cash flow problems since 2004, however, he
could not determine the company's true financial condition
as yet.

Headquartered in Maitland, Florida, Transland Financial Services,
Inc. -- See http://www.transland.com/-- is a full service
mortgage lender.  On Aug. 23, 2007, three creditors, Tier One
Bank, Federal Trust Bank, and MidCountry Bank, filed an
involuntary chapter 11 petition against the company (Bankr. M.D.
Fla. Case No. 07-03834).  The creditors say they are collectively
owed in excess of $22 million by Transland.  Lynn James Hinson,
Esq., at Dean Mead Egerton, represents Tier One Bank.  Jeffry R
Jontz, Esq., at Swann & Hadley PA represents Federal Trust.
Esther A. McKean, Esq., at Akerman Senterfitt represents MidCounty
Bank.  Roy S. Kobert, Esq., at Broad and Cassel, represents
Transland.


TRW AUTOMOTIVE: Inks Joint Venture Pact with Arvinmeritor Inc.
--------------------------------------------------------------
TRW Automotive Aftermarket, a business of TRW Automotive Holdings
Corp., entered into an agreement to create a Joint Venture with
ArvinMeritor Inc. to distribute Gabriel and TRW branded shock
absorber ranges for the European independent aftermarket.  The
intention is for the Joint Venture to begin operation and
distribution in January 2008.

"Shock absorbers are an integral element of our core chassis
portfolio,” Francois Augnet, vice president for TRW Automotive
Aftermarket Europe and Asia Pacific, said.  “We already offer a
comprehensive TRW branded range to our European customers and are
committed to enhancing it with the Gabriel programme to maintain
and develop our leading chassis position in the European
aftermarket."

"By combining the strengths of ArvinMeritor's engineering and
manufacturing competencies and the Gabriel brand name with
TRW's extensive sales and distribution network we are confident
that we can roll out successful shock absorber programmes for the
European independent aftermarket," Mr. Augnet continued.

With the recent sale of its European exhaust aftermarket business,
ArvinMeritor has sharpened its focus on original equipment
manufacturer systems engineering.  This includes a renewed
emphasis on its global ride control business.

With the Joint Venture, TRW and ArvinMeritor will jointly control
the future marketing, sales and distribution of the Gabriel and
TRW aftermarket programmes throughout Western, Central and Eastern
Europe.

"This is a great example of how both partners can share in the
investment, as well as reap the benefits,” Marlen Silverii,
general manager for ArvinMeritor's global ride control aftermarket
business added.  “The Gabriel aftermarket product line is
technically very strong, and when partnered with TRW's growing
aftermarket presence, it will offer our aftermarket customers a
strong chassis alternative."

                       About Arvinmeritor

Headquartered in Troy, Michigan, ArvinMeritor, Inc. (NYSE: ARM)
-- http://www.arvinmeritor.com/-- supplies integrated systems,
modules and components to the motor vehicle industry.  The company
serves light vehicle, commercial truck, trailer and specialty
original equipment manufacturers and certain aftermarkets.
ArvinMeritor employs about 19,000 people in 25 countries.

                      About TRW Automotive

Headquartered in Livonia, Michigan, TRW Automotive Holdings Corp.
(NYSE: TRW) -- http://www.trwauto.com/-- is an automotive
supplier.  Through its subsidiaries, it employs approximately
63,800 people in 26 countries.  TRW Automotive products include
integrated vehicle control and driver assist systems, braking
systems, steering systems, suspension systems, occupant safety
systems (seat belts and airbags), electronics, engine components,
fastening systems and aftermarket replacement parts and services

TRW Automotive Aftermarket provides high quality replacement
parts, service, diagnostics and technical support to both the
independent aftermarket and the vehicle manufacturer service
channels.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 3, 2007,
Fitch Ratings has affirmed its BB issuer default rating on TRW
Automotive Holdings Corp.


UAP HOLDING: Earns $35 Million in Quarter Ended August 26
---------------------------------------------------------
UAP Holding Corp. disclosed financial results for the second
quarter and first half of fiscal 2008 that ended on Aug. 26, 2007.

Net income for the second quarter of fiscal 2008 was
$35 million, compared to a net loss of $4.2 million for the same
period in 2006.

For the second quarter of fiscal 2008, sales increased by 12% to
$863 million, compared to $768 million for the same period last
year, which was driven by acquisition activity and higher
fertilizer prices.  Gross profit increased to $138 million from
$108 million.  The increase in gross profit was primarily a result
of increased sales of higher-margin proprietary chemical products
and the effect of acquired businesses.  The gross profit increase
was also partially due to the difference in timing of some vendor
rebates as addressed in the first half results.

"The success of our growth and acquisition strategy has driven an
increase in average trade working capital," David W. Bullock, UAP
Holding Corp.'s chief financial officer, said.  "However, we
continue to believe our ten percent goal for average trade working
capital is achievable in the long-term."

First half sales increased by 14% to $2.468 billion, compared to
$2.166 billion for the same period last year.

Gross profit grew to $378 million in the first half compared to
$294 million for the same period last year.  The increase in gross
profit was primarily a result of higher increased sales of higher-
margin proprietary chemical products, higher fertilizer volumes
and better related unit profits, higher sales of corn seed and
better unit margins across our seed business, and the effect of
acquired businesses.

First half net income was $123 million, compared to ongoing net
income of $84 million in the same period last year.

"We are successfully implementing our strategy to grow the company
while bringing greater value to our customers," L. Kenny Cordell,
UAP Holding Corp.'s president and chief executive officer, said.
"As the largest provider of agricultural inputs in the U.S. and
Canada, we have been able to maximize our opportunities for growth
and margin expansion in this strong external environment."

At Aug. 26, 2007, the company's balance sheet showed total assets
of $1.9 billion and total liabilities of $1.6 billion, resulting
in $285 million stockholders' equity.

UAP Holding Corp. (Nasdaq: UAPH) -- http://www.uap.com/-- is the
holding company of United Agri Products, Inc., the largest
independent distributor of agricultural inputs and professional
non-crop products in the United States and Canada.  United Agri
Products Inc. markets a comprehensive line of products, including
chemicals, fertilizer, and seed to farmers, commercial growers,
and regional dealers.  United Agri Products also provides a broad
array of value-added services, including crop management,
biotechnology advisory services, custom fertilizer blending, seed
treatment, inventory management, and custom applications of crop
inputs.  United Agri Products operates a comprehensive network of
approximately 370 distribution and storage facilities and three
formulation plants, strategically located in major crop-producing
areas throughout the United States and Canada.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 10, 2007,
Standard & Poor's Ratings Services raised its corporate credit
rating UAP Holding Corp. to 'BB-' from 'B+'.  The outlook is
stable.


VITAMIN SHOPPE: S&P Affirms 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Vitamin Shoppe Industries Inc.  S&P have removed
all the ratings from CreditWatch, where they had been placed with
positive implications on May 24, 2007, following the company's S-1
filing with the SEC for an IPO.  The outlook
is stable.

"The action is based on our belief that, given current market
conditions, the IPO is not a near-term prospect," said Standard &
Poor's credit analyst Jackie E. Oberoi.  "We expect Vitamin Shoppe
to maintain both current credit metrics and margins despite
expectations for additional growth, but if operating performance
declines and credit metrics deteriorate, we would
consider an outlook change to negative."


W&T OFFSHORE: Earns $45.5 Million in Second Quarter Ended June 30
-----------------------------------------------------------------
W&T Offshore Inc. reported net income of $45.5 million for the
second quarter of 2007, on revenues of $272.6 million.  This
compares to net income of $38.5 million, on revenues of
$165.8 million for the second quarter of 2006.  The increase in
revenues was primarily a result of the addition of the Kerr-McGee
properties in August 2006.

Net income for the six months ended June 30, 2007, was
$58.6 million, on revenues of $519.1 million, compared to net
income of $94.3 million on revenues of $322.7 million for the six
months of 2006.

Net cash provided by operating activities for the six months ended
June 30, 2007, increased 35% to $308.4 million from $228.1 million
in the first six months of 2006.  The increase was due to
significantly higher revenues, partially offset by higher cash
operating expenses.  Adjusted EBITDA was $376.2 million for the
six months ended June 30, 2007, compared to $265.6 million for the
prior six months period.

During the second quarter of 2007, the company participated in the
drilling of one development well.  For the six months ended
June 30, 2007, capital expenditures totaled $199.0 million, of
which $130.6 million was spent on development activities,
$48.2 million for exploration, $19.0 million for acquisition and
other leasehold costs and $1.2 million on other capital items.
Over half of the development activities were spent on the
company's deepwater drilling program and recompletion program.

As a result of higher than expected commodity prices and the
benefits of refinancing Term Loan A, the company has increased its
2007 exploration and development capital and major expenditures
budget by $100.0 million to $557.5 million.

For the remainder of the year, the company anticipates drilling
between 10 and 13 wells including two wells in the deep shelf and
two wells in the deepwater.

Tracy W. Krohn, chairman and chief executive officer stated,
"During the second quarter we continued to focus on integrating
the properties we acquired from Kerr- McGee last fall.  We are
making progress toward maximizing well performance of these
assets.  Historically, we have demonstrated that we can build
significant value through exploitation of acquired assets; that is
why we are increasing our capital and major expenditures budget by
$100.0 million.  This increase in the budget is the beginning of
higher drilling activity to come."

At June 30, 2007, the company's consolidated balance sheet showed
$2.51 billion in total assets, $1.41 billion in total liabilities,
and $1.10 in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Jne 30, 2007, are available for
free at http://researcharchives.com/t/s?2447

                        About W&T Offshore

Headquartered in Houston, Texas, W&T Offshore Inc. (NYSE:WTI) --
http://www.wtoffshore.com/-- is an independent oil and natural
gas company focused primarily in the Gulf of Mexico, including
exploration in the deepwater and deepshelf regions.  The company
was founded in 1983.

                         *     *     *

As reported in the Troubled Company Reporter on June 7, 2007,
Moody's assigned a B3 rating (LGD5; 76%) to W&T Offshore Inc.'s
pending $450 million senior unsecured note offering and affirmed
the company's B2 corporate family rating.


* Fitch Says Credit Quality for U.S. Airlines Will Be Limited
-------------------------------------------------------------
Improvement of credit quality and ratings for U.S. airlines will
be limited through the next economic cycle by a number of factors,
as discussed in the inaugural edition of Fitch Ratings' 'Airline
Credit Navigator.'

The combination of aggressive cost cutting and a sustained
industry revenue recovery has led to significant improvements in
airline credit quality.  As a result of better operating margins,
solid free cash flow generation and meaningful debt reduction, the
airline sector's cash liquidity position is the strongest it has
been since the start of the decade, and issuers are well
positioned to meet their debt maturities and other cash
obligations over the next two to three years.

However, in the absence of major changes in industry structure,
there are a number of longer-term concerns that make it unlikely
that the airline industry will achieve sustainable improvements in
credit quality through the next business cycle. Fitch's key credit
concerns are centered on:

  -- Vulnerability to large air travel demand and fuel price
     shocks;

  -- Difficulty in reaching rational capacity planning outcomes
     and sustained pricing power due to the industry's
     fragmented structure;

  -- Operational bottlenecks in the U.S. air travel system;

  -- The legacy carriers' need to replace aging aircraft over
     the next decade, which will put renewed pressure on
     aircraft capital budgets and industry debt levels by 2010.

'Despite the recent balance sheet recovery trend, longer-term
credit quality challenges confronting the U.S. airline industry
have not disappeared,' said William Warlick, Senior Director,
Fitch Ratings.

While industry capacity growth will remain relatively slow moving
into 2008,especially in under-performing domestic markets, Fitch
expects some weakening of air travel demand patterns to reduce
both yield and RASM growth rates over the next several quarters.

The 'Airline Credit Navigator' is the first periodic report by
Fitch designed to provide investors with a summary of key airline
industry credit and operating trends, recent industry financial
developments, liquidity, cash flow, fleet plans and financing
activity.  The report focuses on eight of the largest U.S.
airlines, seven of which are currently rated by Fitch.  With the
exception of Southwest Airlines, which has an Issuer Default
Rating of 'A,' all of the U.S. airlines in Fitch's portfolio have
IDRs of 'B' or 'B-.'  Key credit and operating trends for each of
the eight airlines are provided in the report.


* Food Industries Have Substantial Liquidity, Fitch Says
--------------------------------------------------------
Most companies in the U.S. food, tobacco and restaurant industries
have substantial liquidity to withstand the tightened credit
environment, according to a report by Fitch Ratings.  Fitch's
review covers a total of 23 issuers in its rated portfolio across
the packaged foods, restaurant, tobacco and agribusiness sectors.

In aggregate, these companies have generated nearly $8 billion of
free cash flow (cash flow from operations less capital
expenditures and dividends) for the latest 12 months and have more
than $23 billion of cash on their balance sheets.  Internally
generated liquidity is $31 billion for these sectors, which is
more than adequate for $20 billion of maturities due in 2008-2009.

Total liquidity rises to nearly $54 billion when availability
under revolving credit facilities and accounts receivable
securitizations are included.

'Most of these companies have stable operating earnings and cash
flow to weather the recent volatility and tightening in the credit
markets,' said Wesley Moultrie, Senior Director, Fitch Ratings.
'Even in this environment, refinancing risk is low.'

Fitch initiated its global liquidity review in May 2007 for rated
issuers across corporate finance as a number of liquidity-based
sensitivities in the market continue to influence both issuer and
investor decisions.  The review's goal is to gain a better
perspective on the magnitude of maturities that would be coming
due over the next 24 months per each North American corporate
sector, and what organic and contingent sources were available to
meet these obligations during this period of the credit cycle.


* Moody's Says U.S. High-Yield Media Firms Have Good Liquidity
--------------------------------------------------------------
Most non-investment-grade U.S. media and telecommunication
companies have the liquidity to withstand the current credit
market crisis and a potential economic slowdown, says Moody's
Investors Service in a new report.  The sector is largely
recession proof, says Moody's.  Moreover, most companies
successfully refinanced in the period preceding the market
turmoil.

"The subprime-driven turmoil that spread through the corporate
debt markets last summer has made terms of market access tighter,
more expensive, and more volatile for a broad range of U.S.
companies, particularly lower-rated issuers," says Moody's Senior
Vice President Christina Padgett.  "But we believe that
speculative-grade companies in the U.S. media and telecom sector
will stand up relatively well, thanks to the fact that most have
already accessed the capital markets on relatively favorable
terms."

Moody's says about 55% of the high-yield media and telecom
companies that it rates accessed the credit markets between 2006
and 2007 and do not have to do so again for three or more years.
That leaves only pockets of vulnerable Moody's-rated companies.

"Another reason most media and telecom companies should be able to
withstand the credit crunch is that the sector as a whole is less
economically sensitive than other sectors," says Moody's Vice
President/Senior Analyst Gerry Granovsky.  "Although advertising-
related revenue in most media industries—newspaper publishers and
T.V. broadcasters, in particular—is vulnerable to swings in
consumer spending, history shows that ad revenue tends to recover
within a year of an economic downturn."

Called "High-Yield Media and Telecom Sector: Most Operators Escape
Credit Crunch," this Moody's Special Comment also details the
liquidity concerns Moody's has for the vulnerable companies.


* Featured Conferences by Beard Audio for October 2007
------------------------------------------------------
Beard Audio Conferences presents three bankruptcy-related audio
conferences for October 2007.

  * The Subprime Sector Meltdown:
    Legal Developments and Latest Opportunities
    with Stephen B. Selbst

  * Partnerships in Bankruptcy: Unwinding the Deal
    with Alexander M. Laughlin and H. Jason Gold

  * Using Virtual Data Rooms to Expedite
    M&A and Insolvency Proceedings
    with Eric S. Kurtzman and Jonathan A. Carson

To register, visit http://www.beardaudioconferences.com


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Oct. 9-10, 2007
  INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING
     CONFEDERATION
        IWIRC Annual Fall Conference
           Orlando, Florida
              Contact: http://www.iwirc.org/

Oct. 10-13, 2007
  NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
     81st Annual National Conference of Bankruptcy Judges
        Contact: http://www.ncbj.org/

Oct. 11, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon
        University Club, Jacksonville, Florida
           Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 11, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Winn Dixie Bankruptcy
        University Club, Jacksonville, Florida
           Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 11, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Chuck Bauer - Client Satisfaction
        Dallas Country Club, Dallas, Texas
           Contact: http://www.turnaround.org/

Oct. 12, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Breakfast Meeting
        Westin Buckhead, Atlanta, Georgia
           Contact: 678-795-8103 or http://www.turnaround.org/

Oct. 12, 2007
  INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
     Presentation by George F. Will: The Political Argument Today
        Orlando, Florida
           Contact: http://www.ardent-services.com/

Oct. 12, 2007
  AMERICAN BANKRUPTCY INSTITUTE
     ABI Educational Program at NCBJ
        Orlando World Marriott, Orlando, Florida
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 16-19, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Copley Place
           Boston, Massachussets
              Contact: 312-578-6900; http://www.turnaround.org/

Oct. 17, 2007
  BEARD AUDIO CONFERENCES
     The Subprime Sector Meltdown:
        Legal Developments and Latest Opportunities
           Contact: 240-629-3300;
                    http://www.beardaudioconferences.com/


Oct. 17, 2007
  ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
     AIRA Presents Lifetime Achievement Awards to
        Charles C. Crumley and William G. Hays, Jr.
           Cherokee Town Club, Atlanta, Georgia
              Contact: http://www.airacira.org/

Oct. 21-24, 2007
  ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
     Restructuring and Investing Conference
        Portman Ritz Carlton, Shanghai, China
           Contact: http://www.airacira.org/


Oct. 22-23, 2007
  STRATEGIC RESEARCH INSTITUTE
     9th Annual Distressed Debt - West
        Venetian Resort Hotel Casino, Las Vegas, Nevada
           Contact: http://www.almevents.com/

Oct. 23, 2007
  BEARD AUDIO CONFERENCES
     Partnerships in Bankruptcy
        Contact: 240-629-3300;
                 http://www.beardaudioconferences.com/

Oct. 24, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Event - TBA
        McCormick & Schmick's Fresh Seafood Restaurant,
          Las Vegas, Nevada
            Contact: 702-952-2480 or http://www.turnaround.org/

Oct. 25, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     LI Turnaround Member Social
        Davenport Press, Mineola, New York
           Contact: 631-261-6296 or http://www.turnaround.org/

Oct. 25, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Capital Markets Case Study
        Seattle, Washington
           Contact: http://www.turnaround.org/

Oct. 25, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Arizona Chapter Meeting
        Contact: http://www.turnaround.org/

Oct. 26, 2007
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Hotel Adlon Kempinski, Berlin, Germany
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 29, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Monthly Luncheon, Carolinas Chapter - Topic TBA
        Sheraton Greensboro Hotel,
           Greensboro, North Carolina
              Contact: http://www.turnaround.org/

Oct. 29, 2007
  FINANCIAL RESEARCH ASSOCIATES LLC
     6th Annual Distressed Debt Summit
        The 3 West Club, New York, New York
           Contact: http://www.frallc.com/

Oct. 30, 2007
  BEARD AUDIO CONFERENCES
     Using Virtual Data Rooms to Expedite M&A
        and Insolvency Proceedings
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

Oct. 30, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon
        Centre Club, Tampa, Florida
           Contact: 561-882-1331; http://www.turnaround.org/

Oct. 30, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Crisis Communications With Employees, Vendors and Media
        Centre Club, Tampa, Florida
           Contact: http://www.turnaround.org/

Nov. 1, 2007
  ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
     Claims Trading - Issues and Implications
        New York, New York
           Contact: http://www.airacira.org/

Nov. 1, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Breakfast Event
        Carnelian Room, San Francisco, California
           Contact: 510-346-6000 ext 226 or
                    http://www.turnaround.org/

Nov. 1, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Networking Breakfast
        TBD, Hackensack, New Jersey
           Contact: 908-575-7333; http://www.turnaround.org/

Nov. 5, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     2007 Newsmaker Dinner with Jean Chretien
        Fairmont Royal York Hotel, Toronto, Ontario
           Contact: http://www.turnaround.org/

Nov. 7, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Lenders Forum
        Milleridge Cottage, Jericho, New York
           Contact: http://www.turnaround.org/

Nov. 12, 2007
  AMERICAN BANKRUPTCY INSTITUTE
     Consumer Bankruptcy Conference
        Marriott, Troy, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 13-14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     6th Annual Distressed Debt Symposium
        Jumeirah Carlton Tower, London, United Kingdom
           Contact: http://www.turnaround.org/

Nov. 14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday Mixer
        McCormick & Schmick's, Las Vegas, Nevada
           Contact: 702-952-2480 or http://www.turnaround.org/

Nov. 14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Aloha Airlines Story
        Bankers Club, Miami, Florida
           Contact: http://www.turnaround.org/

Nov. 14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Australia 4th Annual Conference and Gala Dinner
         Hilton, Sydney, Australia
           Contact: http://www.turnaround.org/

Nov. 14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Dinner
        TBA, South Florida
           Contact: 561-882-1331 or http://www.turnaround.org/

Nov. 15, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Portland Holiday Party
        University Club, Portland, Oregon
           Contact: 206-223-5495; http://www.turnaround.org/

Nov. 16, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Meeting with Chapter President, Bruce Sim
        Westin Buckhead, Atlanta, Georgia
           Contact: http://www.turnaround.org/

Nov. 22, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Networking Mixer
        TBA, Vancouver, British Columbia
           Contact: 206-223-5495; http://www.turnaround.org/

Nov. 27, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon - Real Estate Panel
        Citrus Club, Orlando, Florida
           Contact: http://www.turnaround.org/

November 26-27, 2006
  BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT
     Fourteenth Annual Conference on Distressed Investing
        Maximizing Profits in the Distressed Debt Market
           The Jumeirah Essex House, New York, NY
              Contact: 800-726-2524; 903-595-3800;
                 http://beardconferences.com

Nov. 29, 2007
  INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
     Holiday Gala
        Yale Club, New York, New York
           Contact: http://www.iwirc.org/

Nov. 29, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Special Speaker
        TBD, New Jersey
           Contact: 908-575-7333; http://www.turnaround.org/

Nov. 29, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Special Speaker
        Hilton, Sydney, Australia
           Contact: http://www.turnaround.org/

Nov. 29, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Arizona Chapter Meeting
        Contact: http://www.turnaround.org/

Dec. 5, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Joint Holiday Networking Event with TMA/CFA
        TBA, Philadelphia, Pennsylvania
           Contact: 215-657-5551 or http://www.turnaround.org/

Dec. 6, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Seattle Holiday Party
        Athletic Club, Seattle, Washington
           Contact: 206-223-5495; http://www.turnaround.org/

Dec. 6-8, 2007
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        Westin Mission Hills Resort, Rancho Mirage, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 10, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday Party
        Guy Anthony's Restaurant, Merrick, New York
           Contact: 631-251-6296 or http://www.turnaround.org/

Dec. 13, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday Extravaganza - TMA & CFA
        Georgia Aquarium, Atlanta, Georgia
           Contact: 678-795-8103 or http://www.turnaround.org/

Dec. 13, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday Extravaganza - TMA & CFA
        Georgia Aquarium, Atlanta, Georgia
           Contact: 678-795-8103 or http://www.turnaround.org/

Dec. 19, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     South Florida Dinner
        TBA, South Florida
           Contact: 561-882-1331; http://www.turnaround.org/

Jan. 10, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon
        University Club, Jacksonville, Florida

Jan. 11, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Annual Lenders Panel
        Westin Buckhead, Atlanta, Georgia
           Contact: http://www.turnaround.org/

Feb. 7, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     PowerPlay
        Philips Arena, Atlanta, Georgia
           Contact: 678-795-8103 or http://www.turnaround.org/

Feb. 7, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Breakfast Event
        Carnelian Room, San Francisco, California
           Contact: 510-346-6000 ext 226 or
                    http://www.turnaround.org/

Feb. 14-16, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     13th Annual Rocky Mountain Bankruptcy Conference
        Westin Tabor Center, Denver, Colorado
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 23-26, 2008
  NORTON INSTITUTES ON BANKRUPTCY LAW
     Bankruptcy Litigation Seminar I
        Park City, Utah
           Contact: http://www.nortoninstitutes.org/

Feb. 26, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Retail Panel
        Citrus Club, Orlando, Florida
           Contact: http://www.turnaround.org/

Mar. 6-8, 2008
  ALI-ABA
     Fundamentals of Bankruptcy Law
        Mandalay Bay Resort, Las Vegas, Nevada
           Contact: http://www.ali-aba.org/

Mar. 25-29, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Ritz Carlton Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Mar. 27-30, 2008
  NORTON INSTITUTES ON BANKRUPTCY LAW
     Bankruptcy Litigation Seminar II
        Las Vegas, Nevada
           Contact: http://www.nortoninstitutes.org/

Apr. 3-6, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     26th Annual Spring Meeting
        The Renaissance, Washington, District of Columbia
           Contact: http://www.abiworld.org/

Apr. 25-27, 2008
  NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
     NABT Spring Seminar
        Eldorado Hotel & Spa, Santa Fe, New Mexico
           Contact: http://www.nabt.com/

May 1-2, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     Debt Symposium
        Hilton Garden Inn, Champagne/Urbana, Illinois
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 4-7, 2008
  ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
     24th Annual Bankruptcy & Restructuring Conference
        J.W. Marriott Spa and Resort, Las Vegas, Nevada
           Contact: http://www.airacira.org/

June 12-14, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     15th Annual Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: http://www.abiworld.org/

June 19-21, 2008
  ALI-ABA
     Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
        Drafting, Securities, and Bankruptcy
           Omni Hotel, San Francisco, California
              Contact: http://www.ali-aba.org/

June 26-29, 2008
  NORTON INSTITUTES ON BANKRUPTCY LAW
     Western Mountains Bankruptcy Law Seminar
        Jackson Hole, Wyoming
           Contact: http://www.nortoninstitutes.org/

July 10-13, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     16th Annual Northeast Bankruptcy Conference
        Ocean Edge Resort
           Brewster, Massachussets
              Contact: http://www.turnaround.org/

July 31 - Aug. 2, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     4th Annual Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay
           Cambridge, Maryland
              Contact: http://www.abiworld.org/

Aug. 16-19, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     13th Annual Southeast Bankruptcy Workshop
        Ritz-Carlton, Amelia Island, Florida
           Contact: http://www.abiworld.org/

Aug. 20-24, 2008
  NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
     NABT Convention
        Captain Cook, Anchorage, Alaska
           Contact: http://www.nabt.com/

Sept. 24-27, 2008
  NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
     National Conference of Bankruptcy Judges
        Scottsdale, Arizona
           Contact: http://www.ncbj.org/

Oct. 28-31, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott New Orleans, Louisiana
           Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     20th Annual Winter Leadership Conference
        Westin La Paloma Resort & Spa
           Tucson, Arizona
              Contact: http://www.abiworld.org/

May 7-10, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center
           National Harbor, Maryland
              Contact: http://www.abiworld.org/

June 21-24, 2009
  INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
     BANKRUPTCY PROFESSIONALS
        8th International World Congress
           TBA
              Contact: http://www.insol.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 5-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
  2006 BACPA Library
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com;
              http://researcharchives.com/t/s?20fa

BEARD AUDIO CONFERENCES
  BAPCPA One Year On: Lessons Learned and Outlook
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Calpine's Chapter 11 Filing
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Carve-Out Agreements for Unsecured Creditors
     Contact: 240-629-3300;http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Changes to Cross-Border Insolvencies
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Changing Roles & Responsibilities of Creditors' Committees
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  China’s New Enterprise Bankruptcy Law
     Contact: 240-629-3300;
        http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Clash of the Titans -- Bankruptcy vs. IP Rights
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Coming Changes in Small Business Bankruptcy
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Dana's Chapter 11 Filing
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Deepening Insolvency – Widening Controversy: Current Risks,
     Latest Decisions
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Diagnosing Problems in Troubled Companies
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Distressed Claims Trading
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Distressed Market Opportunities
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Distressed Real Estate under BAPCPA
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Employee Benefits and Executive Compensation under the New
     Code
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Equitable Subordination and Recharacterization
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Fundamentals of Corporate Bankruptcy and Restructuring
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Handling Complex Chapter 11
     Restructuring Issues
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Healthcare Bankruptcy Reforms
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  High-Yield Opportunities in Distressed Investing
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Homestead Exemptions under BAPCPA
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Hospitals in Crisis: The Insolvency Crisis Plaguing
     Hospitals Across the U.S.
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  IP Rights In Bankruptcy
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  KERPs and Bonuses under BAPCPA
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Non-Traditional Lenders and the Impact of Loan-to-Own
     Strategies on the Restructuring Process
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Partnerships in Bankruptcy: Unwinding The Deal
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Privacy Rights, Protections & Pitfalls in Bankruptcy
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Real Estate Bankruptcy
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Reverse Mergers—the New IPO?
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Second Lien Financings and Intercreditor Agreements
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Surviving the Digital Deluge: Best Practices in E-Discovery
     and Records Management for Bankruptcy Practitioners
        and Litigators
           Audio Conference Recording
              Contact: 240-629-3300;
                 http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Technology as a Competitive Advantage For Today’s Legal
Processes
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  The Subprime Sector Meltdown:
     Legal Developments and Latest Opportunities
        Contact: 240-629-
3300;http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Twenty-Day Claims
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Using Virtual Data Rooms to Expedite M&A and Insolvency
Proceedings
        Contact: 240-629-
3300;http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Validating Distressed Security Portfolios: Year-End Price
     Validation and Risk Assessment
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  When Tenants File -- A Landlord's BAPCPA Survival Guide
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, Joseph Medel C.
Martirez, Sheena R. Jusay, and Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***