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         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, October 19, 2007, Vol. 11, No. 248

                             Headlines

AAMES MORTGAGE: Moody's Junks Ratings on Two Cert. Classes
AMERIQUEST MORTGAGE: Moody's Junks Rating on Class M-4 Certs.
AMP'D MOBILE: Can Hire LeClair Ryan as Avoidance Action Counsel
AMR CORP: Earns $175 Million in Third Quarter Ended Sept. 30
ANDREW CORP: S&P Holds 'BB-' Corporate Credit and Debt Ratings

ANGLO IRISH: Names Katherine Rowley as Vice President
APRIA HEALTHCARE: $350 Mil. Coram Deal Cues S&P to Affirm Ratings
ARLINGTON HOSPITALITY: Court Okays Amended Disclosure Statement
AVADO BRANDS: Committee Selects Otterbourg as Lead Co-Counsel
BANC OF AMERICA: Moody's Junks Ratings on Two Certificate Classes

BEAR STEARNS: Sufficient Credit Cues S&P to Hold 171 Ratings
BEAR STEARNS: Moody's Cuts Ratings on Two Cert. Classes
BELO CORP: Moody's Downgrades Senior Unsecured Rating to Ba1
BROADSPAN COMMERCE: Case Summary & 20 Largest Unsecured Creditors
CABLEVISION SYSTEMS: Major Shareholders Say "NO" to Dolan's Offer

CHEC LOAN: S&P Affirms Ratings on 21 Certificate Classes
CHRYSLER LLC: Negotiator Urges UAW Leaders to Reject New Pact
CIRQUE NIAGARA: Files for Bankruptcy
CITIFINANCIAL MORTGAGE: S&P Retains Two Ratings Under Neg. Watch
CITIGROUP SERIES: High Losses Cue Moody's to Lower Ratings

COLUMBIA AIR: Can Use Composite's $3MM DIP Funds on Interim Basis
COLUMBIA AIRCRAFT: Gets Interim OK to Use Lenders' Cash Collateral
COMMSCOPE INC: S&P Affirms Ratings and Removes Negative Watch
CONSOLIDATED COMMS: Moody's Holds B1 Corporate Family Rating
CONSUMER PORTFOLIO: Earns $3.7 Million in Quarter Ended Sept. 30

COUNTRYWIDE FINANCIAL: CEO's Stock Sales Subject of SEC Probe
CREDIT SUISSE: Fitch Holds Junk Rating on Class J Certificates
CREDIT SUISSE: Moody's Junks Rating on $9.9 Mil. Class M Certs.
DECKLOK BRACKET: Case Summary & 19 Largest Unsecured Creditors
DOMTAR CORP: Commences Exchange Offers for Domtar Inc.

DURA AUTOMOTIVE: Wants John Knappenberger Separation Pact Okayed
ENRON CORP: Creditors Appeal Denial of Claims Subordination
ENTERPRISE GP: Moody's Places Corporate Family Rating at Ba1
EVERGREEN INT'L: S&P Holds B Rating and Revises Outlook to Neg.
FALCONRIDGE LLC: Case Summary & 17 Largest Unsecured Creditors

FEDDERS CORP: Balks at Panel's Request for Three Sets of Counsel
FEDDERS CORP: U.S. Trustee and Committee Oppose Bonus Programs
FORD CREDIT: Fitch Rates $61 Million Class D Notes at BB
GE COMMERCIAL: Fitch Affirms Low-B Ratings on Five Cert. Classes
GLOBAL HOME: Files Joint Chapter 11 Plan & Disclosure Statement

GMAC 2005-C1: Declining Value Cues Fitch's Negative Watch
GMAC LLC: Subsidiary Downsizing Cues S&P's Negative Watch
GREEN TREE: S&P Puts Default Ratings on Eight Housing Trusts
GSAMP TRUST: Overcollateralization Cues Moody's Ratings Review
HALO TECHNOLOGY: Cash Collateral Hearing Slated for October 31

HARRAH'S ENTERTAINMENT: Gets NJCCC Okay on Apollo and TPG Buyout
HEALTHCARE PARTNERS: S&P Lifts Senior Secured Debt Rating to BB+
HOST HOTELS: Substantial Improvements Cue Fitch to Lift Ratings
HUSKY ENERGY: Earns $769 Million in Third Quarter Ended Sept. 30
I-5 SOCIAL: U.S. Trustee Sets Section 341(a) Meeting on November 2

IMPLANT SCIENCES: UHY LLP Expresses Going Concern Doubt
ISOTIS INC: 93% of Shares Back the Integra Lifesciences Merger
J.P. MORGAN: Moody's Holds Low-B Ratings on Two Cert. Classes
JAYS FOODS: Case Summary & 30 Largest Unsecured Creditors
KELLWOOD CO: Weak Business Trends Prompt S&P to Lower Ratings

LASALLE COMMERCIAL: Moody's Junks Rating on $1.2MM Class M Certs.
LASALLE COMMERCIAL: Moody's Holds Low-B Ratings on 5 Cert. Classes
LASALLE COMMERCIAL: Moody's Affirms Low-B Ratings on Six Certs.
LEVI STRAUSS: S&P Rates $750MM Revolving Credit Facility at BB
MANOR CARE: Shareholders Okay Merger Deal with Carlyle Group Arm

MASTR ALTERNATIVE: Stable Performace Cues S&P to Hold Ratings
MCCLATCHY CO: S&P Puts 'BB+' Credit Rating Under Negative Watch
MEDFORD CROSSINGS: Voluntary Chapter 11 Case Summary
MM2 GROUP:  Bagell Josephs Levine Raises Going Concern Doubt
MORGAN STANLEY: Fitch Assesses Ratings on Seven Debenture Series

MORTGAGE LENDERS: Panel Objects to Sale of REO Properties to Wahoo
MOVIE GALLERY: Receives Nasdaq Delisting Notification
MOVIE GALLERY: U.S. Trustee Appoints Creditors Committee
NEENAH FOUNDRY: Moody's Holds B2 Corporate Family Rating
NELLSON NUTRACEUTICAL: Wants Litigation Agreement Filed Under Seal

NEPTUNE INDUSTRIES:  Berman Hopkins Expresses Substantial Doubt
NEW CENTURY: Moody's Lowers Ratings on Six Cert. Classes
NUVEEN INVESTMENTS: S&P Rates Proposed $250 Mil. Facility at BB-
OTTIMO FUNDING: Moody's Junks Ratings on Two Series Term Notes
PATMAN DRILLING: Section 341(a) Meeting Scheduled on October 30

QUALITY HOME: Can Access Quality Loans' $140,000 DIP Financing
RAMBUS INC: Posts $2.7 Million Net Loss in 2nd Qtr. Ended June 30
R.H. DONNELLEY: Completes Add'l $500 Mil. of 8.875% Notes Issuance
RECLAMATION CONSULTING: KMJ Corbin Raises Going Concern Doubt
RED HAT: Revenue Growth Cues S&P to Revise Outlook to Positive

REMY WORLDWIDE: Selects Shearman & Sterling as Lead Counsel
REMY WORLDWIDE: Wants to Employ YCS&T As Delaware Counsel
RMBS: S&P Lowers Ratings on 1,713 Classes of Mortgage Loans
RURAL/METRO: Inks Secured Credit Facility Amendment and Waiver
RYERSON INC: Stockholders Vote For Merger Contract with Rhombus

RYLAND GROUP: Cuts Revolving Credit Commitment to $750 Million
SCO Group: Terminates 16 Employees; Wants Names Filed Under Seal
SCO GROUP: Files Schedules of Assets and Liabilities
SOLUTIA INC: Treatment of Claims Under Revised Plan
SOUTH CAROLINA EDUCATION: S&P Cuts Revenue Debt Rating to BB

SOUTHERN STAR: Case Summary & Four Largest Unsecured Creditors
SOVEREIGN BANCORP: Earns $58.2 Million in Qtr. Ended Sept. 30
SPECTRUM BRANDS: Postpones Strategic Asset Sale
ST. MARY: Board Declares Cash Dividend of $0.05 per Share
STRUCTURED ADJUSTABLE: Moody's Reviews Ba2 Rating on Cl. B4 Certs.

SUMMERWIND AT THE BLUFF: U.S. Trustee Wants Ch. 11 Case Converted
TERADYNE INC: Earns $41 Million in Third Quarter Ended Sept. 30
THEATER XTREME: Morison Cogen Expresses Going Concern Doubt
TIMKEN COMPANY: Invests $6 Million on Industrial Expansion
UAP HOLDING: Names Jeffrey Rutherford as CFO Effective Oct. 16

U.S. DRY: MOU with Four Chains Targets Add'l $20.57 Mil. Revenue
VISTEON CORP: Inks MOU for Sale of Largest UK Operation
VITESSE SEMICONDUCTOR: Alex Daly Resigns as Company Director
WACHOVIA BANK: S&P Assigns Low-B Ratings on Six Cert. Classes
WINDY CITY: Moody's Rates $2.465 Billion Loans at Ba2

ZOOMERS HOLDING: Court Set to Hear Reconsideration Plea on Nov. 1

* S&P Takes Rating Actions on Various CDO Transactions

* Donlin Recano is Claims Agent for Two New Bankruptcy Cases
* Three Key Leaders Join XRoads' Corporate Restructuring Unit

* BOOK REVIEW: The First Junk Bond: A Story of Corporate
               Boom and Bust

                             *********

AAMES MORTGAGE: Moody's Junks Ratings on Two Cert. Classes
----------------------------------------------------------
Moody's Investors Service downgraded three certificates from two
transactions, issued by Aames Mortgage Trust in 2001 and Morgan
Stanley Dean Witter in 2002.  The transactions are backed by first
lien adjustable- and fixed-rate mortgage loans originated by Aames
Financial Corporation.

The three subordinate certificates are being downgraded because
existing credit enhancement levels may be low given the current
projected losses on the underlying pools.  The transactions have
taken significant losses causing gradual erosion of the
overcollateralization.

Moody's complete rating actions are:

Issuer: Aames Mortgage Trust

Downgrade:

   -- Series 2001-4; Class M-2 downgraded to Baa2 from A2;
   -- Series 2001-4; Class B, downgraded to Caa2 from Ba3.

Issuer: Morgan Stanley Dean Witter Capital I Inc. Trust

Downgrade:

   -- Series 2002-AM2; Class B-1, downgraded to Caa3 from B3


AMERIQUEST MORTGAGE: Moody's Junks Rating on Class M-4 Certs.
-------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible downgrade three certificates from a deal originated by
Ameriquest Mortgage Company in 2003.  The transaction is backed by
adjustable and fixed-rate subprime mortgage loans.

The actions and review are based on the analysis of the current
credit enhancement levels provided by excess spread,
overcollateralization, and subordinate classes relative to the
expected loss.

Complete rating actions are:

Issuer: Ameriquest Mortgage Securities Inc.

Review for Possible Downgrade:

   -- Series 2003-2, Class M-2, Current Rating A2, under review
      for possible downgrade,

Downgrade:

   -- Series 2003-2, Class M-3, Downgraded from B3 to Ca,
   -- Series 2003-2, Class M-4, Downgraded from Ca to C.


AMP'D MOBILE: Can Hire LeClair Ryan as Avoidance Action Counsel
---------------------------------------------------------------
Amp'd Mobile Inc. obtained authority from the U.S. Bankruptcy
Court for the District of Delaware to employ LeClair Ryan, a
professional corporation, as its avoidance action counsel to
review, analyze, and prosecute avoidance claims arising under
Chapter 5 of the Bankruptcy Code on a contingency fee basis.

The Debtor believes LeClair Ryan has the necessary background to
deal effectively and efficiently with the Avoidance Actions.  
LeClair Ryan has acted as counsel pursuing avoidance actions in
the bankruptcies of Heilig-Myers Company, Tultex Corporation, and
Storehouse Inc.

As the Debtor's avoidance action counsel, LeClair Ryan will:

   (a) analyze the Debtor's records to determine potential
       Avoidance Actions;

   (b) evaluate all potential Avoidance Action claims and
       defenses;

   (c) commence Avoidance Actions in the United States
       Bankruptcy Court for the District of Delaware;

   (d) contact recipients of avoidable transfers to negotiate
       settlement prior to and after the commencement of the
       Avoidance Actions;

   (e) prepare all pleadings, correspondence, discovery, and
       necessary documents related to the Avoidance Actions;

   (f) litigate all Avoidance Actions to their conclusions;

   (g) prepare all required documentation for the settlement of
       the Avoidance Actions;

   (h) seek court approval, if necessary, of any resolution of
       the Avoidance Actions;

   (i) provide legal advice to the Debtor with respect to the
       Avoidance Actions;

   (j) appear in Court and to protect the interest of the
       Debtor in the Avoidance Actions; and

   (k) perform all other legal services in connection with the
       Avoidance Actions as may reasonably be required.

Bruce Matson, Esq., of LeClair Ryan, relates that the firm intends
to charge the Debtor's estate for its services in this manner:

   A. Cases Resolved Prior to Filing of Complaint -- LeClair
      Ryan will be paid these amounts of the gross recovery for
      any Preference Claim handled by the Firm that settles
      after written demand letters are issued, but before a
      complaint is filed with respect to that claim:

             Less than $50,000           15%
             Less than $500,000          10%
             Greater than $499,000        5%

   B. Cases Resolved After Complaint Filed but Prior to Four
      Weeks before Trial -- LeClair Ryan will be paid these
      amounts of the gross recovery for any Preference Claim
      handled by the Firm that settles after a complaint is
      filed, but prior to four weeks before trial:

             Less than $50,000            25%
             Less than $500,000           20%
             Greater than $499,000        15%

   C. Cases Resolved After Four weeks Prior to Trial -- LeClair
      Ryan will be paid these amounts of the gross recovery for
      any Preference Claim handled by the Firm that goes to
      trial or arbitration or settles within four weeks prior
      to any that trial/arbitration:

             Less than $50,000            30%
             Less than $500,000           25%
             Greater than $499,000        20%

The Debtor seeks approval of the advancement of the Contingency
Payment to LeClair Ryan upon the firm's collection of settlement
or judgment funds for any Avoidance Action pending or to be filed
provided that any amounts received are subject to disgorgement
pending interim and final fee application approval.

The Debtor relates that LeClair Ryan will submit to the Debtor and
the Official Committee of Unsecured Creditors monthly statements
showing the gross monthly recovery received for the Avoidance
Actions, itemized expenses it incurred in prosecuting the
Avoidance Actions, and a calculation of the fees and expenses to
be paid to LeClair.

If LeClair Ryan requires the assistance of a financial advisor to
provide the initial collection and evaluation of the Debtor's data
relating to the potential transfers subject to avoidance, those
services may be reimbursed as an expense, provided that the
reimbursement will be limited to $20,000 and will be paid only
from gross recoveries in respect of the Avoidance Actions.

If LeClair Ryan uses additional legal counsel, those expenses will
be paid for by LeClair from the Contingency Payments and not from
the Debtor's estate.

LeClair Ryan's statements will be filed with the Court on a
quarterly basis pursuant to the timeline required for the filing
of interim fee applications in the Interim Compensation Procedures
Order, the Debtor avers.

Mr. Matson states the firm has not received any funds from the
Debtor to date and will not seek the payment of a retainer.

Mr. Matson assures the Court that his firm does not hold or
represent any interest or connection adverse to the Debtor, its
estate, its creditors, or any other party-in-interest.  LeClair
Ryan is a "disinterested person" as defined under Section 101(14)
the Bankruptcy Code.

Headquartered in Los Angeles, California, Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service. The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739).  Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard Firm
represent the Debtor in its restructuring efforts. In its
schedules filed with the Court, the Debtor listed total assets of
$47,603,629 and total debts of $164, 569,842.  The Debtor's
exclusive period to file a plan expires on Sept. 29, 2007. (Amp'd
Mobile Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Services Inc., http://bankrupt.com/newsstand/or 215/945-7000).


AMR CORP: Earns $175 Million in Third Quarter Ended Sept. 30
------------------------------------------------------------
AMR Corporation, the parent company of American Airlines Inc.,
disclosed Wednesday a net profit of $175 million for the third
quarter of 2007.  The results for the third quarter of 2007
include the impact of a $40 million charge to reflect an
adjustment for additional salary and benefit expense accruals
related to years 2003 through 2006 and the first six months of
2007.

The current quarter results compare to a net profit of $15 million
for the third quarter of 2006.  The year-ago results included a
$99 million non-cash charge in Other Income to reduce the book
value of certain outstanding fuel hedge contracts.

AMR reported third quarter consolidated revenues of approximately
$5.9 billion, an increase of 1.7% year over year.  Other revenues,
including sales from such sources as confirmed flight changes,
purchased upgrades, Buy-on-Board food services and third-party
maintenance work, increased 5.7% year over year to $352 million in
the third quarter.

"While record fuel prices in the third quarter were a reminder of
the external challenges that we continue to face, we again
demonstrated our ongoing progress by posting our sixth straight
profitable quarter and our largest net profit in any third quarter
since 2000," said AMR chairman and chief executive officer Gerard
Arpey.  "We continued to improve our balance sheet while investing
in key customer service initiatives, including taking steps to
renew our fleet, add new routes, and enhance several products and
services.  However, we must step up our continued focus on
managing costs, work to improve our profit margins and continue
our momentum throughout 2007 and beyond."

                     Operational Performance

American's mainline passenger revenue per available seat mile
increased by 5.0% in the third quarter compared to the year-ago
quarter.  

Mainline capacity, or total available seat miles, in the third
quarter decreased 2.8% compared to the same period in 2006, as the
company continued to flatten its schedule to more efficiently
utilize its fleet and other resources.  

American's mainline load factor -- or the percentage of total
seats filled -- was a record 83.9% during the third quarter,
compared to 81.7% in the third quarter of 2006.  American's third-
quarter yield, which represents average fares paid, increased 2.3%
compared to the third quarter of 2006, its 10th consecutive
quarter of year-over-year yield increases.

American's mainline cost per available seat mile in the third
quarter increased 3.9% year over year, which was 0.8 percentage
points higher than it would have been as a result of the
$40 million charge to adjust salary and benefit expense accruals
from prior periods. A pproximately $30 million of the charge is
attributable to years 2003 through 2006 and approximately
$10 million is attributable to the first half of 2007.

Third quarter unit costs were also negatively affected by factors
such as accelerated depreciation on assets being replaced through
planned aircraft cabin refurbishment projects; certain investments
to improve the customer experience; higher revenue-related
expenses such as food and beverage and credit card fees; and
weather cancellations in July.

Excluding fuel and the charge, mainline unit costs in the third
quarter increased by 4.0% year over year.  Arpey said that the
company continues working to achieve $300 million in targeted cost
savings for 2007 and continues to focus on cost containment.  
Among recent examples, American earlier this month announced a
consolidation of its reservations offices that will affect the
Cincinnati Reservations Office, effective September 2008.  While
all of the CRO employees have been offered jobs within American's
Reservations group, by consolidating its reservations operations
American is able to reduce costs.

                    Balance Sheet Improvement

AMR continued to strengthen its balance sheet in the third quarter
by further reducing debt and improving its liquidity position.
AMR ended the third quarter with $5.8 billion in cash and short-
term investments, including a restricted balance of $447 million,
compared to a balance of $5.5 billion in cash and short-term
investments, including a restricted balance of $464 million, at
the end of the third quarter of 2006.

AMR reduced Total Debt, which it defines as the aggregate of its
long-term debt, capital lease obligations, the principal amount of
airport facility tax-exempt bonds and the present value of
aircraft operating lease obligations, to $16.6 billion at the end
of the third quarter of 2007, compared to $19 billion a year
earlier.  AMR reduced Net Debt, which it defines as Total Debt
less unrestricted cash and short-term investments, from
$14 billion at the end of the third quarter of 2006 to
$11.2 billion in the third quarter of 2007.

As a result of scheduled principal payments as well as incremental
efforts to strengthen its balance sheet, AMR's net interest
expense for the first nine months of 2007 was $133 million lower
than in the same period in 2006, a 23% reduction.

AMR contributed $200 million to its defined benefit pension plans
in the third quarter, as the company continues to meet this
important commitment to its employees.  With the third quarter
contribution, the company has contributed $380 million to these
plans in 2007, meeting its projected commitment for the year.  The
company has contributed nearly $2 billion to these plans since
2002.

                      About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger   
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, Europe and Asia.  American is also a
scheduled airfreight carrier, providing freight and mail services
to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                          *     *     *

As reported in the Troubled Company Reporter on May 25, 2007,
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
American Airlines Inc.'s (B/Positive/--) $125 million Dallas/Fort
Worth International Airport special facility revenue refunding
bonds, series 2007, due 2030.  The bonds are guaranteed by
American's parent, AMR Corp. (B/Positive/B-2), and are secured by
payments made by American to the airport authority.  Proceeds are
being used to refund the outstanding revenue bonds, series 1992
(rated 'CCC+'), whose rating is withdrawn.


ANDREW CORP: S&P Holds 'BB-' Corporate Credit and Debt Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Hickory, North Carolina-based CommScope Inc. and Westchester,
Illinois-based Andrew Corp. and removed them from CreditWatch,
where they were placed on June 27, 2007, with negative
implications.  S&P also affirmed the 'BB-' corporate credit and
'B' subordinated debt ratings for both companies.  The ratings on
Andrew will be withdrawn following its acquisition and debt
refinancing.  The outlook is stable.
     
At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to CommScope's $2.5 billion first-lien credit
facilities.  The $2.1 billion term loan and $400 million revolving
credit facility are rated 'BB-', with a recovery
rating of '3', indicating the expectation for meaningful (50%-70%)
recovery in the event of a payment default.  Proceeds from the
term loan will be used to partially fund its $2.6 billion
acquisition of Andrew.
     
"The ratings on CommScope after the acquisition reflect an
increase in leverage, a short operating track record at current
profitability levels, and integration challenges," said Standard &
Poor's credit analyst Lucy Patricola.  "These are offset partially
by solid market positions with major
telecommunications providers and good cash flow."
     
CommScope's market position in coaxial cable and environmentally
secure cabinets used by wireline carriers complements Andrew's key
business that provides antennae used in wireless base stations.
     
CommScope's financing of the acquisition increases leverage
substantially from recent levels of about 1.5x.  Based on the
following assumptions, pro forma debt to EBITDA is about 4x,
within expectations for the rating.


ANGLO IRISH: Names Katherine Rowley as Vice President
-----------------------------------------------------
Anglo Irish Bank has appointed Katherine Rowley, CCIM, as vice
president for Inward Investment.

In this position, Ms. Rowley will source commercial property
acquisitions in the United States on behalf of the Bank’s private
banking clients in Ireland and the United Kingdom.  She will be
based in the Boston representative office and will report to Niall
Gunne who heads Inward Investment for the Bank in North America.

Prior to joining Anglo Irish Bank, Ms. Rowley spent the last 10
years at GE Capital within GE Real Estate and GE Commercial
Finance serving in various leadership roles including loan
origination and asset valuation, strategic market intelligence and
analysis, and mergers and acquisitions.

She holds an MBA from Harvard Business School and a BBA in Finance
from the Isenberg School of Management at the University of
Massachusetts, Amherst.  She received her Certified Commercial
Investment Member Institute Designation in 2006 and is actively
involved in numerous associations including the Urban Land
Institute, CCIM Institute, Mortgage Banker’s Association and REFA.

"We are very excited to have Katherine join our growing team,"
said Tony Campbell, president and chief executive officer of Anglo
Irish Bank Group - North America.  "Katherine is an accomplished
real estate finance professional with extensive experience in
underwriting and private equity acquisitions.  She will be a
valuable addition to the team to better serve our clients and grow
this line of business."

                     About Anglo Irish Bank

Based in Dublin, Ireland, Anglo Irish Bank Corporation plc
(ISE:CKL) -- http://www.angloirishbank.ie/-- is an Ireland-based  
company engaged in the provision of banking services.  The Bank
operates in three core areas: Business Lending, Treasury and
Wealth Management.  Secured term lending is the Bank's core
offering and operates in three markets: Ireland, the United
Kingdom and the United States.  The model focuses on lending
primarily to operators on transactions that are supported by
secure cash flows and strong collateral.

                         *     *     *

In March 2004, Moody's placed the company's bank financial
strength at C+ which still holds true to date.  The outlook is
stable.

Fitch placed the company's individual rating at B in February
1994, which still holds true to date.  The outlook is stable.


APRIA HEALTHCARE: $350 Mil. Coram Deal Cues S&P to Affirm Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB+' corporate credit rating, on Apria Healthcare Group Inc.
after the company announced the $350 million acquisition of
specialty infusion services provider Coram Inc.  The outlook is
stable.
     
Sufficient cushion exists in Lake Forest, California-based Apria's
financial risk profile to absorb the impact of the acquisition,
which is expected to be financed entirely with on-hand cash and
debt.  In addition, the acquisition strengthens the company's
business risk profile, through improvement in its business and
payor diversity.
     
"The ratings continue to reflect the exposure of the company's
businesses to variable third-party reimbursement policies and
pricing, the financial impact that fee cuts have had in the past
couple of years, and risks related to the integration of Coram's
operations," said Standard & Poor's credit analyst Alain Pelanne.  
"These concerns are partially mitigated by the company's leading
position in providing specialized home health care services and
equipment and its history of generating significant cash flows."  
The risks are also mitigated by Apria's fairly conservative
financial policy as demonstrated by its discipline in scaling back
acquisitions in the past couple of years, given reimbursement
uncertainty and its willingness to deleverage its capital
structure.
     
Apria currently provides respiratory therapy, infusion therapy,
and medical equipment to patients in their homes through a network
of about 500 branches in all 50 states.


ARLINGTON HOSPITALITY: Court Okays Amended Disclosure Statement
---------------------------------------------------------------
The Honorable A. Benjamin Goldgar of the U.S. Bankruptcy Court for
the Northern District of Illinois approved, on Oct. 15, 2007, the
adequacy of Arlington Hospitality Inc. and its debtor-affiliates'
Amended Disclosure Statement describing their Amended Joint Plan
of Orderly Liquidation.

The Plan, which was filed last month, will be funded by all
property of the Debtors' estates, including proceeds received and
remaining from the operation of the Debtors' business prior to the
sales, remaining proceeds from the sales and preference
recoveries, if any.

                       Treatment of Claims

Under the Plan, Administrative Claims and Priority Tax Claims will
be paid in full.

Holders of Secured Claims will receive either cash equal to the
amount of the unpaid allowed secured claim or relief from the
automatic stay arising under Section 362(a) of the Bankruptcy Code
in order to collect and liquidate the property securing their
claim.

The Debtors disclosed that they have satisfied all priority
claims.

On the effective date, each holder of an Insurance Claim will
automatically be granted relief from the automatic stay to permit
the holder to proceed to prosecute and liquidate its claim against
the Debtors.  When the claim is liquidated, it will be paid first
by the Debtors' insurance carrier to the extent of any insurance
coverage.  To the extent the Debtors would be required to pay a
deductible, premium or retention before the insurance carrier will
defend or satisfy the claim, the Debtors or the Plan
Administrator, may elect to:

   a) pay such deductible, premium or retention; or

   b) have the entire claim treated as an unsecured claim.

Holders of Convenience Claims, which the Debtors estimate to be
$52,000, will receive cash equal to the lesser of 27% of their
claims.

General unsecured creditors will receive a pro rata share of the
available cash.  The Debtors estimate that unsecured claims total
between $3.4 million to $5.5 million and holders will receive
between 1% to 28% of their claims.

Holders of Penalty Claims will also receive a pro rata share of
the available cash after all valid claims have been paid.

Equity Interests will be cancelled and holders will not receive
anything under the Plan.

A full-text copy of the Disclosure Statement is available for a
fee at:

   http://www.researcharchives.com/bin/download?id=070925214444/

                   About Arlington Hospitality

Based in Arlington Heights, Illinois, Arlington Hospitality, Inc.,
dba Amerihost Properties, Inc., and its affiliates develop and
construct limited service hotels and own, operate, manage and sell
those hotels.  The Debtors operate 15 AmeriHost Inn Hotels under
leases from PMC Commercial Trust.  Arlington Hospitality, Inc.,
serves as a guarantor under these leases.

Arlington Inns Inc., an affiliate, filed for bankruptcy protection
on June 22, 2005 (Bankr. N.D. Ill. Case No. 05-24749), the
Honorable A. Benjamin Goldgar presiding.  Arlington Hospitality
and additional debtor-affiliates filed for chapter 11 protection
on Aug. 31, 2005 (Bankr. N.D. Ill. Lead Case No. 05-34885).
Catherine L. Steege, Esq., at Jenner & Block LLP, provides the
Debtors with legal advice and Chanin Capital LLC serves as the
company's investment banker.  David W. Wirt, Esq., at Winston &
Strawn, represents the Official Committee of Unsecured Creditors.
As of March 31, 2005, Arlington Hospitality reported $99 million
in total assets and $94 million in total debts.


AVADO BRANDS: Committee Selects Otterbourg as Lead Co-Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Avado Brands Inc.
asks permission from the U.S. Bankruptcy Court for the District of
Delaware, for an authority to employ Otterbourg Steindler Houston
& Rosen P.C. as their lead co-counsel effective Sept. 17, 2007.

Otterbourg will:

   (a) assist and advise the Committee in its consultation
       with the Debtors relative to the  administration of
       these cases;

   (b) attend meetings and negotiate with the representatives
       of the Debtors and other parties in interest;

   (c) assist and advise the Committee in its examination and
       analysis of the condust of the Debtors' affairs;

   (d) assist the Committee in the review, analysis and
       negotiation of any plan of reorganization or asset
       acquisition proposals that may be filed and to assist
       the Committee in the review, analysis and negotiation
       of the disclosure statement accompanying any plan of
       reorganization;

   (e) assist the Committee in the review, anaylsis, and
      negotiation of any financing agreements;

   (f) take all necessary action to protect and preserve the
       interests of the Committee, including:
       (i) possible prosecution of actions on its behalf;
      (ii) if appropriate, negotiations concerning all
           litigation in which the Debtors are involved, and    
     (iii) if appropriate, review and analysis of claims filed
           against the Debtors' estate;

   (g) generaly prepare on behalf of the Committee all
       necessary motions, applications, answers, orders,  
       reports and papers in support of positions taken by         
       the Committee;

   (h) appear, before this Court, the Appellate Courts, and the
       U.S. Trustee, and to protect the interests of the
       Committee before those courts and before the U.S.
       Trustee; and

   (i) perform all other necessary legal services in these
       cases.

Jenette A. Borrow-Bosshart, Esq., a member at Otterburg Steinler,
tells the Court that the firm's professionals charge these rates
for services rendered:

     Designation                 Hourly Rates
     -----------                 ------------
     Partner/Counsel             $510 - $745
     Associate                   $245 - $555
     Paralegal/Legal Assistant   $150 - $205

Ms. Borrow-Bosshart assures the Court that the firm holds no
interest adverse to the Debtors and their estates and is
"disinterested" as the firm is defined in Section 101(14) of the
Bankruptcy Code.

Ms. Borrow-Bosshart can be reached at:

     Otterbourg Steindler Houston & Rosen P.C.
     230 Park Avenue
     New York, New York
     Tel: (212) 661-9100

Based in Madison, Georgia, 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).  Deborah D. Williamson, Esq., and
Thomas Rice, Esq., at Cox & Smith Incorporated, represented the
Debtors.  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).

Donald J. Detweiler, Esq. and Sandra G.M. Selzer, Esq. at
Greenberg Traurig, LLP serves as the Debtors' local counsel.  In
their second filing, the Debtors disclosed estimated assets and
debts between $1 million to $100 million.


BANC OF AMERICA: Moody's Junks Ratings on Two Certificate Classes
-----------------------------------------------------------------
Fitch Ratings took rating actions on these Banc of America
Alternative Loan Trust mortgage pass-through certificates:

Series ALT 2004-9 Pool 4:

   -- Classes 4-A-1, 15-IO, 15-PO, 4-X-PO and X-B-15 affirmed
      at 'AAA';

   -- Class 15-B1 affirmed at 'AA';

   -- Class 15-B2 affirmed at 'A';

   -- Class 15-B3 affirmed at 'BBB';

   -- Class 15-B4, rated 'BB', placed on Rating Watch Negative;

   -- Class 15-B5 downgraded to 'C' from 'B', assigned a
      distressed recovery rating of 'DR5' and removed from
      rating watch negative

Series ALT 2004-10 Pool 3:

   -- Classes 3-A-1, 15-IO, 15-PO, 3-X-PO and X-B-15 affirmed   
      at 'AAA';

   -- Class 15-B1 affirmed at 'AA';

   -- Class 15-B2, rated 'A', placed on Rating Watch Negative;

   -- Class 15-B3 downgraded to 'BB-' from 'BBB' and removed
      from Rating Watch Negative;

   -- Class 15-B4 downgraded to 'C' from 'B' and assigned a DR
      rating of 'DR4';

   -- Class 15-B5 remains at 'C/DR6'

The affirmations reflect satisfactory credit enhancement
relationships to future loss expectations and affect about
$64 million in outstanding certificates as of the September 2007
distribution date.  The classes placed on rating watch negative
and the downgrades total about $0.4 million and reflect the
deterioration of CE relative to future expected losses.

The underlying collateral in these transactions consists of fixed-
rate, conventional, fully amortizing mortgage loans secured by
first liens on one- to four-family residential properties.  Bank
of America, N.A., which is rated 'RPS1' by Fitch for Prime & ALT-A
transactions, is the servicer for these loans.  These transactions
are 36 months and 35 months seasoned, respectively.  The pool
factors are 59%.and 64%, respectively.

The class 15-B5 of the 2004-9 transaction was placed on rating
watch negative on Feb. 2, 2007 as the 15-B-6 class took a write
down of $31,935 in December 2006 thereby reducing the CE for the
15-B-5 class from 0.19 in November 2006 to 0.10 in December 2006.  
Since then, the transaction has incurred an additional loss of
$1,381.  The current CE for the 15-B5 class is 0.11% versus the
original CE of 0.15%.  The current CE for the 15-B4 class is 0.26%
versus the original CE of 0.25%.  The 90+ delinquencies are 0.34%
of current collateral balance and are made up entirely of one loan
in foreclosure.  There are no loans in bankruptcy or real estate
owned.  The cumulative loss on this pool is 0.07% of the original
collateral balance.

For the 2004-10 transaction, the current CE for the 15-B5 class is
zero versus the original CE of 0.10%.  The current CE for the 15-
B4 class is 0.20% versus the original CE of 0.25%.  The current
and original CE for the 15-B3 class is the same (0.40%).  The CE
for the 15-B2 class is 0.81% versus an original CE of 0.70%.  The
90+ delinquencies are 1.28% of current collateral balance and this
includes one loan in bankruptcy (0.23% of current collateral
balance).  There are no loans in foreclosure or real estate owned.  
The cumulative loss on this pool is 0.10% of the original
collateral balance.


BEAR STEARNS: Sufficient Credit Cues S&P to Hold 171 Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 171
classes of mortgage pass-through certificates from eight Bear
Stearns Alt-A Trust transactions.  
     
The affirmations reflect current and projected credit support
percentages that are sufficient to maintain the current ratings.  
As of the September 2007 remittance period, total delinquencies
ranged from 3.44% (series 2005-5, loan group 2) to 20.74% (series
2005-9, loan group 1) of the current pool balances, while
cumulative realized losses ranged from 0.02% (series 2005-1) to
0.71% (series 2005-5, loan group 2) of the original pool balances.
     
The collateral for these deals consists primarily of adjustable-
rate, Alt-A mortgage loans secured by first liens on one- to four-
family residential properties.  The mortgage loans have an initial
fixed-rate period of three, five, seven, or 10 years, after which
they adjust annually or semiannually based on an index.


                        Ratings Affirmed
   
                    Bear Stearns Alt-A Trust
               Mortgage pass-through certificates
   
  Series       Class                                   Rating
  ------       -----                                   ------
  2005-1       A-1                                     AAA
  2005-1       M-1                                     AA
  2005-1       M-2                                     A
  2005-1       B-1                                     BBB
  2005-1       B-2                                     BBB-
  2005-1       B-3                                     BB
  2005-2       I-A-1                                   AAA
  2005-2       I-M-1                                   AA
  2005-2       I-M-2                                   A
  2005-2       I-B-1                                   BBB+
  2005-2       I-B-2                                   BBB-
  2005-2       I-B-3                                   BB
  2005-2       II-A-1, II-A2a, II-A2b, II-A-3, II-A-4  AAA
  2005-2       II-X-1, II-A-5, II-X-2, II-A-6          AAA
  2005-2       II-B-1, II-B-2                          AA+
  2005-2       II-B-3                                  AA
  2005-2       II-B-4                                  A
  2005-2       II-B-5                                  BBB
  2005-2       II-B-6                                  BB
  2005-2       II-B-7                                  B
  2005-3       I-A-1, II-A-1, II-A-2, II-A-3, III-A-1  AAA
  2005-3       III-A-2, III-A-3, IV-A-1, IV-A-2        AAA
  2005-3       IV-A-3                                  AAA
  2005-3       B-1, B-2                                AA+
  2005-3       B-3                                     AA
  2005-3       B-4                                     A
  2005-3       B-5                                     BBB
  2005-3       B-6                                     BB
  2005-3       B-7                                     B
  2005-4       I-A-1, I-A-2                            AAA
  2005-4       I-M-1                                   AA
  2005-4       I-M-2                                   A+
  2005-4       I-B-1                                   A-
  2005-4       I-B-2                                   BBB+
  2005-4       I-B-3                                   BB+
  2005-4       II-1A-1, II-2A-1, II-2A-2, II-2A-3      AAA
  2005-4       II-3A-1, II-3A-2, II-3A-3, II-3A-4      AAA
  2005-4       II-4A-1, II-4A-2, II-5A-1, II-5A-2      AAA
  2005-4       II-M1, II-M2                            AA+
  2005-4       II-M3, II-M4                            AA
  2005-4       II-B1                                   A+
  2005-4       II-B2                                   A
  2005-4       II-B3                                   BBB
  2005-4       II-B4                                   BB
  2005-4       II-B5                                   B
  2005-5       I-A-1, I-A-2, I-A-3, I-A-4              AAA
  2005-5       I-M-1                                   AA
  2005-5       I-M-2                                   A
  2005-5       I-B-1                                   BBB
  2005-5       I-B-2                                   BBB-
  2005-5       I-B-3                                   BB
  2005-5       II-1A-1, II-1A-2, II-2A-1, II-3A-1      AAA
  2005-5       II-4A-1, II-5A-1, II-6A-1               AAA
  2005-5       II-M-1                                  AA+
  2005-5       II-M-2, II-M-3                          AA
  2005-5       II-M-4, II-M-5                          A+
  2005-5       II-M-6                                  A-
  2005-5       II-B-1                                  BBB+
  2005-5       II-B-2                                  BBB
  2005-5       II-B-3                                  BBB-
  2005-5       II-B-4                                  BB  
  2005-5       II-B-5                                  B
  2005-7       I-1A-1, I-1A-2, I-2A-1, I-2A-2, I-2A-3  AAA
  2005-7       I-M-1                                   AA
  2005-7       I-M-2                                   A
  2005-7       I-B-1                                   BBB
  2005-7       I-B-2                                   BBB-
  2005-7       I-B-3                                   BB
  2005-7       II-1A-1, II-2A-1, II-2A-2, II-3A-1      AAA
  2005-7       II-4A-1, II-5A-1, II-6A-1               AAA
  2005-7       II-B-1                                   AA+
  2005-7       II-B-2, II-B-3                          AA
  2005-7       II-B-4                                  AA-
  2005-7       II-B-5                                  A+
  2005-7       II-B-6                                  A
  2005-7       II-B-7                                  A-
  2005-7       II-B-8                                  BBB+
  2005-7       II-B-9                                  BBB  
  2005-7       II-B-10                                 BB
  2005-7       II-B-11                                 B
  2005-8       I-1A-1, I-1A-2, I-2A-1, I-2A-2          AAA
  2005-8       I-M-1                                   AA
  2005-8       I-M-2                                   A
  2005-8       I-B-1                                   BBB
  2005-8       I-B-2                                   BBB-
  2005-8       I-B-3                                   BB
  2005-8       II-1A-1                                 AAA
  2005-8       II-B-1                                  AA+
  2005-8       II-B-2                                  AA
  2005-8       II-B-3                                  A
  2005-8       II-B-4                                  BBB
  2005-8       II-B-5                                  BB
  2005-8       II-B-6                                  B
  2005-9       I-1A-1, I-1A-2                          AAA
  2005-9       I-M-1                                   AA
  2005-9       I-M-2                                   A
  2005-9       I-B-1                                   BBB
  2005-9       I-B-2                                   BBB-
  2005-9       I-B-3                                   BB
  2005-9       II-1A-1, II-1A-2, II-2A-1, II-3A-1      AAA
  2005-9       II-3A-2, II-4A-1, II-5A-1, II-5A-2      AAA
  2005-9       II-6A-1, II-6A-2                        AAA
  2005-9       II-M-1                                  AA+
  2005-9       II-M-2, II-M-3                          AA
  2005-9       II-M-4                                  AA-
  2005-9       II-M-5                                  A+
  2005-9       II-B-1                                  A
  2005-9       II-B-2                                  A-
  2005-9       II-B-3                                  BBB
  2005-9       II-B-4                                  BB
  2005-9       II-B-5                                  B


BEAR STEARNS: Moody's Cuts Ratings on Two Cert. Classes
-------------------------------------------------------
Moody's Investors Service downgraded three certificates from Bear
Stearns ABS Trust Certificates 2001-3.  The transaction consists
of subprime first-lien adjustable and fixed-rate loans.  The
master servicer on the transaction is EMC Mortgage Corporation.

The three most subordinate certificates from the 2001-3
transaction have been downgraded because existing credit
enhancement levels are low given the current projected losses on
the underlying pools.  The pools of mortgages have seen a spike in
losses in recent months with severities rising.  The deal is
performing worse than expected and cumulative losses are already
over 9% with a pool factor of about 15% remaining. Future losses
could cause a more significant erosion of the
overcollateralization.  The underlying pools in the transaction
are below the OC target as of the oct. 25, 2007 reporting date.

Complete rating actions are:

Issuer: Bear Stearns ABS Trust Certificates

Downgrades:

   -- Series 2001-3; Class M-1, downgraded to A3 from Aa2;
   -- Series 2001-3; Class M-2, downgraded to Ba2 from A2;
   -- Series 2001-3; Class B, downgrade to B2 from Baa2.


BELO CORP: Moody's Downgrades Senior Unsecured Rating to Ba1
------------------------------------------------------------
Moody's Investors Service downgraded Belo Corp.'s senior unsecured
ratings to Ba1 from Baa3 and assigned the company a Ba1 Corporate
Family rating and Ba1 Probability of Default rating.

The downgrade reflects (1) Moody's expectation that Belo's free
cash flow-to-debt has limited scope for improvement due to revenue
pressure in the newspaper business and will remain below the 10%
level that was anticipated in the Baa3 rating; and (2) Moody's
belief that the company's reliance on a bank facility with a MAC
clause to fund the significant $350 million November 2008 note
maturity is a liquidity profile consistent with a speculative-
grade rating.

Moody's also assigned a SGL-2 speculative-grade liquidity rating.  
The long-term ratings remain on review for downgrade based on
Moody's ongoing evaluation of Belo's proposed spin-off of the
newspaper operations and the operating and financial strategies
for the residual broadcast properties upon completion of the spin-
off.  As noted in Moody's Oct. 1, 2007 press release, Moody's
anticipates that Belo will have a Ba1 or Ba2 CFR if the spin-off
is completed.  Moody's expects to confirm the Ba1 CFR if the spin-
off is not completed.

Downgrades:

Issuer: Belo Corp.

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to
      Ba1 from Baa3

   -- Multiple Seniority Shelf, Downgraded to (P)Ba1 from
      (P)Baa3

Assignments:

Issuer: Belo Corp.

   -- Corporate Family Rating, Assigned Ba1

   -- Probability of Default Rating, Assigned Ba1

   -- Senior Unsecured Regular Bond/Debenture, Assigned LGD4-
      54%

   -- Multiple Seniority Shelf, Assigned LGD4-54%

   -- Speculative Grade Liquidity Rating, Assigned SGL-2

Belo's Ba1 CFR reflects credit metrics and a liquidity position
that are consistent with an upper tier speculative-grade rating
with free cash flow-to-debt expected to remain in a 5-7% range
over the intermediate term.  The rating also incorporates Belo's
strong local market positions in its diverse mix of broadcast and
newspaper assets, leading to solid profit margins and good cash
flow generation.

Belo's SGL-2 liquidity rating reflects reliance on its bank
facility as Moody's does not expect Belo to have sufficient
internally generated cash resources to fund the November 2008 note
maturity based on the existing cash balance ($26.5 million at June
30, 2007) and projected free cash flow of $75-100 million through
the maturity date.  Moody's projects that Belo will maintain
compliance with the financial covenants in the revolver and has
some flexibility with an unsecured credit facility to raise cash
through asset sales.

Belo is a Dallas-based media company with operations in television
broadcasting (owns 20 stations including six in top 15 markets),
newspaper publishing (four daily newspapers including The Dallas
Morning News, The Providence Journal and The Press-Enterprise of
Riverside, CA), cable news, (owns/operates six cable news
channels) and interactive media operations in the United States.
Annual revenue approximates $1.6 billion.


BROADSPAN COMMERCE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Broadspan Commerce, L.L.C.
        57 Paterson Street, 2nd Floor
        New Brunswick, NJ 08901

Bankruptcy Case No.: 07-25039

Type of Business: The Debtor sells furnishings online.  See
                  http://www.broadspancommerce.com

Chapter 11 Petition Date: October 16, 2007

Court: District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Debtor's Counsel: David A. Ast, Esq.
                  222 Ridgedale Avenue, P.O. Box 1309
                  Morristown, NJ 07962-1309
                  Tel: (973) 984-1300
                  Fax: (973) 984-1478

Estimated Assets:         Less than $10,000

Estimated Debts: $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
NewGate Internet                                          $96,442
14822 North 73rd Street
Scottsdale, AZ 85260

Modus Furniture International                             $72,181
5410 McConnell Avenue
Los Angeles, CA 90066

Fashion Bed Group                                         $66,306
5950 West 51st Street
Chicago, IL 60638

Ground Freight Expeditors,                                $65,883
L.L.C.

Lifestyle Solutions                                       $64,326

Hillsdale Furniture, L.L.C.                               $30,415

Federal Express                                           $24,555

Powell Company                                            $23,628

Southern Textiles                                         $21,203

Collegiate Furnishings, Inc.                              $19,694

Foremost Groups, Inc.                                     $13,866

Linge Debtor Maison Lawrence                              $12,641
Home Fashion

Sun Delivery                                              $11,261

Linon Home Decor Products,                                $10,969
Inc.

Skyline Furniture Manufacturing,                           $9,434
Inc.

Mercado                                                    $9,000

King Koil                                                  $8,663

Butler Speciality Products                                 $7,085

Commerce Bank-Credit Card                                  $7,070

Sunset Trading                                             $6,130


CABLEVISION SYSTEMS: Major Shareholders Say "NO" to Dolan's Offer
-----------------------------------------------------------------
Several of Cablevision Systems Corporation's shareholders have
expressed intention to vote against a cash buyout offer of the
Dolan family of about $10.6 billion, various reports say.

ClearBridge Advisors, a US equity manager owned by Legg Mason
Inc., disclosed Wednesday that it has decided to vote its shares
against the proposed $36.26 per share bid made by the founding
Dolan family.  At the proposed offering price, ClearBridge
Advisors said it does not feel that the shareholders are being
adequately compensated for the expected growth in Cablevision's
free cash flow -- as reflected in its Schedule 14A dated Sept. 14,
2007 -- nor the value of the other assets owned by the company.

As of its most recent 13F filing dated June 30, 2007, ClearBridge
Advisors owned more than 31 million shares with a market value in
excess of $1 billion.  ClearBridge is Cablevision's largest
shareholder, with about 13.6% voting interest.

Late last week, Mario J. Gabelli, chief investment officer of
Gamco Investors Inc. that holds about 8.3% voting interest on the
Cablevision, published his letter dated Oct. 8, 2007, for Charles
F. Dolan, chairman of Cablevision, on his Web site.  The letter
indicated that its "clients are best served by staying the course
in Cablevision."  Mr. Gabelli opposes the Dolan proposal of $36.26
a share because it was too low and added that he wants to keep his
shares at Cablevision, Peter Grant writes for the Wall Street
Journal.  Gamco holds the second largest stake at Cablevision.

In addition, shareholders, T. Rowe Price and Marathon Asset
Management LLC, which holds about 13 million and 12 million
outstanding shares, respectively, are also voting against the
deal, according to reports.

ISS Governance Services, an advisor to institutional investors,
reported Friday that analysts' estimated Cablevision's price is
way higher than Dolan's offer, Mr. Grant of WSJ relates.

However, despite the rise of objections from major investors,  
Cablevision chief executive officer, James L. Dolan stated his
family is holding on to its $36.26 per share offer and has no
desire to raise it.

A vote on the buyout offer is slated for October 24.

Headquartered in Bethpage, New York, Cablevision Systems
Corporation (NYSE: CVC) -- http://www.cablevision.com/-- is an   
entertainment and telecommunications company.  Its cable
television operations serve more than 3 million households in the
New York metropolitan area.  The company's advanced
telecommunications offerings include: Interactive Optimum digital
television, Optimum Online high-speed Internet, Optimum Voice
digital voice-over-cable, and its Optimum Lightpath integrated
business communications services.

At June 30, 2007, Cablevision Systems Corporation's balance sheet
showed a stockholders' deficit of $5 billion, compared to a
stockholders' deficit of $5.3 billion at Dec. 31, 2006.


CHEC LOAN: S&P Affirms Ratings on 21 Certificate Classes
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 21
classes of asset-backed certificates from CHEC Loan Trust's series
2004-1 and 2004-2.
     
The affirmed ratings are based on credit support percentages that
are sufficient to maintain the current ratings.  These
transactions benefit from credit enhancement provided by
subordination, excess spread, and overcollateralization.
     
As of the September 2007 remittance date, total delinquencies were
24.47% of the current pool balance for series 2004-1 and 29.00%
for series 2004-2.  Cumulative losses, as a percentage of the
original pool balance, were 0.65% for series 2004-1 and 0.68% for
series 2004-2.  The outstanding pool balance, as a percentage of
the original size, was 26.19% for series 2004-1 and 29.78% for
series 2004-2.
     
The collateral for both transactions consists primarily of fixed-
and adjustable-rate, fully amortizing, and balloon mortgage loans
secured by first liens on one- to four-family residential
properties.
   

                        Ratings Affirmed
   
                         CHEC Loan Trust
   
                   Series    Class     Rating
                   ------    -----     ------
                   2004-1    A-3       AAA
                   2004-1    M-1       AA+
                   2004-1    M-2       AA
                   2004-1    M-3       AA-
                   2004-1    M-4       A+
                   2004-1    M-5       A
                   2004-1    M-6       A-
                   2004-1    M-7       BBB+
                   2004-1    M-8       BBB
                   2004-1    M-9       BBB-
                   2004-1    B-1       BB+
                   2004-1    B-2       BB
                   2004-2    A-3       AAA
                   2004-2    M-1       AA+
                   2004-2    M-2       AA
                   2004-2    M-3       AA-
                   2004-2    M-4       A
                   2004-2    M-5       A-
                   2004-2    M-6       BBB+
                   2004-2    M-7       BBB
                   2004-2    M-8       BBB-


CHRYSLER LLC: Negotiator Urges UAW Leaders to Reject New Pact
-------------------------------------------------------------
Bill Parker, Chair of the 2007 UAW Chrysler National Negotiating
Committee, who voted against the new tentative labor agreement
between Chrysler LLC and the United Auto Workers union, released a
minority report to the members of the UAW Chrysler Council, urging
the Council to reject Chrysler’s offer and let the Committee
return to the bargaining table.

As reported in the Troubled Company Reporter on Oct. 16, 2007, the
UAW Chrysler Council, which includes local union leaders from
Chrysler LLC facilities throughout the U.S., voted overwhelmingly
to recommend ratification of the tentative agreement reached on
Oct. 10, 2007.

Mr. Parker, however, disclosed that the National Negotiating
Committee had a split vote on the contract.

                     GM-UAW Agreement

He enumerates his concerns with the General Motors Corp.
Agreement:

   a) The establishment of a two-tier wage and benefit package
      for the "entry level" employees.  Two tiers of workers
      create divisions within the union, pressure to reduce the
      top tier in the direction of the second tier and efforts
      to drive the second tier even lower.

   b) The division of our facilities into core and non-core
      jobs.  Many of the best jobs in the plants – currently
      held by high seniority employees -- will be filled in the
      future with entry level employees.

   c) The elimination of all janitors throughout the company.

   d) The eliminationof any general wage increase throughout
      the life of the agreement, along with cost of living   
      allowance diversions to a degree never seen before.  In
      the worst years of the 1980s, workers always had at least
      one 3% raise.  The COLA diversions projected in the
      contract will far exceed the sum of all previous COLA
      diversions combined.

   e) A two-year limitation on receiving job bank funds if an
      open job exists anywhere in the company.  After that, a
      worker could be forced to move anywhere in the country to
      the open job, wherever it is.

   f) The failure to provide any sort of equality of sacrifice
      or to provide for a catch-up if the company turns around
      in the future.

                    Chrysler-UAW Agreement

Aside from the above concerns, Mr. Parker outlines additional
areas of concern:

   a) No Commitment Beyond Current Production

      Virtually no Chrysler plant received commitment beyond  
      the scope of their new product, unlike the GM contract
      which committed to product past the current lifecycle
      being built today.  When GM locals seek to negotiate
      local agreements, they won't be confronted with the
      threat of no new product, because it is locked into their
      national agreement.  Unbelievably, the Chrysler agreement
      does not give workers the same protection.

      The GM agreement brought back to the U.S. several
      products slated for outsourcing.  Yet, the Chrysler
      contract failed at that.  Several of the next products
      will be built in Mexico, Canada or China.

   b) Four Facilities To Be 100% Entry Level

      The establishment of permanent two-tier relations will be
      a threat to the unity and solidarity within the union.  
      But unlike  GM, Chrysler has facilities that are 100%
      entry level once traditional employees leave.  Those
      entry level employees won't have any place to move up for
      they will have signed for entry level wages for life.  
      Under the tentative agreement, Toledo Machining,
      Marysville Axle, Chrysler Transport, and all Mopar
      facilities are those facilities.

   c) Reduced Seniority Opprotunities

      Classifications are being totally eliminated from
      production jobs on Smart teams.  In exchange for a few
      pennies per hour, members are giving up any
      classification variation for team members.

   d) No Roll-Over of Temporaries

     The GM agreement rolled over 3,000 temporary employees to
     permanent, full-time, traditional status.  At Chrysler,           
     none were rolled-over.

   e) Added Costs for Retirees

     Pattern for Chrysler in 2007 also means accepting the 2005      
     concessions made at GM and Ford Motor Co., meaning the      
     dollar an hour active workers held on to will be eaten  
     away by future COLA diversions (after the first ten cents      
     is snatched each quarter).  In 2005 and 2006, this Council
     insisted that it wanted no health care costs passed on to
     retirees.

   f) Skilled Trades Issues

     The trades avoided many of the issues facing production;
     however, retiree pensions and benefits for new hires will
     be different than for traditional employees.  The effort
     to reduce the number of trades will continue through
     annual packages -- something not offered to production
     workers.  New, under this contract, is that skilled trades
     employees on layoff or in the job bank can be called to
     take open jobs in production, though they will kept their
     skilled wages.  Although, separate trades are protected
     under the "trades consolidation" language, the door is now
     open for management to expect one trade to do the work of
     other trades.

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

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


CIRQUE NIAGARA: Files for Bankruptcy
------------------------------------
Cirque X Inc., dba Cirque Niagara, on Oct. 5, 2007, filed for
bankruptcy disclosing total assets of CDN$490,000 and total debts
of CDN$6.7 million, various reports say.

The London Free Press in Ontario, Canada, reports that company
vice-president Gabe Macaluso, is listed as a creditor and is owed
CDN$191,136.  Mitchell & Abbott Group, the largest single
creditor, is owed about CDN$650,000, the London Free Press adds.

Reports also say that The Niagara Parks Commission, which
commissioned the company, is owed CDN$416,046.

The Buffalo News relates that the show's backers had counted on a
stream of American audiences but continued confusion over border
crossing requirements as well as the falling U.S. dollar cut the
number to about half.

Buffalo News further relates, citing city officials, that high
tickets costs could also have contributed to the problem.

Cirque X Inc., dba Cirque Niagara, operates a Russian circus.  The
show featured acrobats, dancers and Russian horse.


CITIFINANCIAL MORTGAGE: S&P Retains Two Ratings Under Neg. Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 53
classes of mortgage-backed securities issued by CitiFinancial
Mortgage Securities Inc.  In addition, two classes from two
transactions remain on CreditWatch with negative implications,
where they were placed Sept. 25, 2006.
     
The ratings on classes MV-4 and MV-3 from series 2003-1 and 2003-
2, respectively, remain on CreditWatch due to increased
delinquencies that could significantly reduce current credit
enhancement.  In addition, monthly realized losses for the related
collateral groups continue to exceed excess interest.   
During the past six remittance periods, monthly losses for the
specific collateral groups have exceeded excess interest by
approximately 2.55x and 2.17x for the series 2003-1 and 2003-2
transactions, respectively.  The overcollateralization level for
series 2003-1 is currently at 85% of its target amount, while
serious delinquencies (90-plus days, foreclosures, REOs)
are 3.36x the O/C.  The O/C level for series 2003-2 is currently
at its target amount, while serious delinquencies are 3.06x the
O/C.

Furthermore, the pool balances have paid down to less than 5% of
the original issuance amounts.  Serious delinquencies were 37.36%
for series 2003-1 and 30.92% for series 2003-2.  Standard & Poor's
will continue to closely monitor the performance of these
transactions.  If losses continue to outpace excess spread, S&P
will likely take negative rating actions.  Conversely, if excess
spread covers losses and O/C builds toward its target balance, S&P
will affirm the ratings and remove them from CreditWatch.
     
The rating affirmations are based on credit support levels that
are adequate to maintain the current ratings.  A combination of
subordination, O/C, and excess interest provides credit support
for all of these transactions.  Credit support through O/C
currently ranges from 0.5% to 2.87% of the original pool balances,
at or exceeding target amounts, for all affirmed classes.  Each
transaction consists of one fixed-rate collateral group and one
adjustable-rate collateral group.  Additionally, the excess
interest from the fixed- and variable-rate groups is cross-
collateralized.  S&P's projections indicate that the fixed-rate
group should generate a significant amount of net excess interest
to help absorb the variable-rate group's monthly losses.   
     
The mortgage loans in these transactions were either originated or
purchased by CitiFinancial Mortgage in accordance with guidelines
that target borrowers with less-than-perfect credit histories.  
The guidelines are meant to assess both the borrower's ability to
repay the loan and the adequacy of the mortgaged property's value.  
These pools consist primarily of fixed- and adjustable-rate, fully
amortizing, first-lien residential mortgage loans with original
terms to maturity of no more than 30 years.
   

           Ratings Remaining on Creditwatch Negative
    
             CitiFinancial Mortgage Securities Inc.

                  Series       Class      Rating
                  ------       -----      ------
                  2003-1       MV-4       B/Watch Neg
                  2003-2       MV-3       BB/Watch Neg
    
   
                       Ratings Affirmed
   
            CitiFinancial Mortgage Securities Inc.

         Series       Class                      Rating
         ------       -----                      ------
         2002-1       AF-5                       AAA
         2003-1       AF-4, AF-5, AF-PT          AAA
         2003-1       MF-1                       AA
         2003-1       MF-2                       A
         2003-1       MF-3, MV-3                 BBB
         2003-1       MF-4                       BBB-
         2003-2       AF-3, AF-4, AF-5           AAA
         2003-2       MF-1                       AA
         2003-2       MF-2, MV-2                 A
         2003-2       MF-3                       BBB
         2003-3       AF-3, AF-4, AF-5           AAA
         2003-3       MF-1                       AA
         2003-3       MF-2                       A
         2003-3       MF-3, MV-3                 BBB
         2003-4       AF-4, AF-5, AF-6, MV-4     AAA
         2003-4       MF-1                       AA+
         2003-4       MF-2                       AA
         2003-4       MF-3                       AA-
         2003-4       MF-4                       A+
         2003-4       MF-5                       A
         2003-4       MF-6, MV-5                 A-
         2003-4       MF-7, MV-6                 BBB+
         2003-4       MF-8, MV-7                 BBB
         2004-1       AF-2, AF-3, AF-4, AF-5     AAA
         2004-1       MF-1                       AA+
         2004-1       MF-2                       AA
         2004-1       MF-3                       AA-
         2004-1       MF-4                       A+
         2004-1       MF-5                       A
         2004-1       MF-6, MV-6                 A-
         2004-1       MF-7, MV-7                 BBB+
         2004-1       MF-8, MV-8                 BBB


CITIGROUP SERIES: High Losses Cue Moody's to Lower Ratings
----------------------------------------------------------
Moody's Investors Service downgraded four tranches issued by
Citigroup Mortgage Loan Trust in 2003.  The collateral backing
these classes consists of primarily first lien subprime
residential mortgage loans.

The ratings being downgraded have experienced higher than
anticipated delinquencies and losses.  Moreover, the 2003-HE4
transaction has experienced erosion of overcollateralization due
to the recent pace of losses.

Complete rating actions are:

Issuer: Citigroup Mortgage Loan Trust, Series 2003-HE3

   -- Cl. M-4, downgraded to B2 from Ba1.

Issuer: Citigroup Mortgage Loan Trust, Series 2003-HE4

   -- Cl. M-5, downgraded to B1 from Ba1;
   -- Cl. M-6, downgraded to Caa2 from Ba3;
   -- Cl. M-7, downgraded to C from B2


COLUMBIA AIR: Can Use Composite's $3MM DIP Funds on Interim Basis
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon gave interim
permission to Columbia Aircraft Manufacturing Corporation to
obtain $3 million in secured post-petition financing from
Composites Technology Research Sdn. Bdh., a Malaysian corporation.  

The Debtor relates that according to its cash flow budget, it
projects to use up to $3 million per month during the next four
weeks for normal and usual operating expenses.  In addition, the
Debtor will need funds for deposits to utilities.

Under a promissory note and commercial security agreement, the
Debtor will grant the lender a first priority security interest in
and lien on all property of the estate.  The DIP facility has a
floating rate equal to the prime rate of interest plus 1%.

Bend, Oregon-based Columbia Aircraft Manufacturing Corporation --
http://www.flycolumbia.com/-- manufactures light, four-seater  
aircraft.  It formerly does business as The Lancair Company and
Pacific Aviation Composites USA, LLC.  The company currently
employs about 400 people and generated gross revenues of about $90
million in 2006.

The Debtor filed for chapter 11 bankruptcy protection on Sept. 24,
2007 (Bankr. D. Oregon Case No. 07-338500).  Albert N. Kennedy,
Esq. and Leon Simson, Esq. at Tonkon Torp LLP represent the Debtor
in its restructuring efforts.  James Ray Streinz, Esq., is counsel
to the Official Committee of Unsecured Creditors.  When the Debtor
filed for bankruptcy, it listed assets and debts between
$1 million and $100 million.


COLUMBIA AIRCRAFT: Gets Interim OK to Use Lenders' Cash Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon gave Columbia
Aircraft Manufacturing Corporation interim permission to use its  
lenders' cash collateral.

The Debtor tells the Court that it needs about $8 million for
September and October 2007 for normal and usual operating
expenses, including deposits for utilities.  The Debtor projects
that it will generate about $5.5 million in collections from
sales, hence, it will need to use at least $2.5 million from its
post-petition financing.

As of Sept. 24, 2007, the Debtor has 19 aircrafts, all of which
have been registered with the Department of Transportation Federal
Aviation Administration Registry Aircraft Registration Branch.  
The FAA has issued Certificate of Air Worthiness to 15 of the 19
aircrafts.  The remaining 4 aircrafts are in flight testing.

                          Four Creditors

The Debtor names four creditors who may have claims on its assets,
namely, Garmin International Inc., First Source Bank, Government
of Malaysia, c/o The Minister of Finance (Incorporated), and
Battle Creek State Bank.

The Debtor says that Garmin, First Source and Battle Creek do not
have an interest in its cash as of the bankruptcy filing because
none of Debtor's existing cash is proceeds from the sale of
aircraft in which they had a perfected interest at the time of
sale.  Garmin has specifically released any security interest in
aircraft prior to sale.  For the same reason, Garmin will not have
a security interest in proceeds generated post petition from the
sale of aircraft.  First Source and Battle Creek may have a
perfected security interest in proceeds, if any, generated from
the post-petition sale of aircraft in which they have an  
interest, but only if their interest has been perfected with
the                       
FAA.  Cash collateral in which the Minister of Finance has an
interest will be limited to proceeds, including identifiable cash
and accounts, from the sale of parts or services.

According to the Debtor, any interest of Garmin and First Source
in Debtor's present cash and future cash flow is in dispute and
uncertain.  Battle Creek will have an interest in any cash
collateral generated from the sale of the aircraft in which it has
a security interest, assuming that the interest has been properly
perfected.  The Minister of Finance consents to the use of cash
collateral.

The Debtor proposes that each of its lenders be granted a
replacement security interest in and lien upon all assets
purchased or generated from and after the bankruptcy filing of the
same category, kind, character and description as were subject to
a perfected and valid security interest in existence on the
bankruptcy filing.  However, the adequate protection lien granted
to each lender will not enhance or improve the position of any
lender.

The Court has set an October 22 hearing to consider approval of
the Debtor's request.

                     About Columbia Aircraft

Bend, Oregon-based Columbia Aircraft Manufacturing Corporation --
http://www.flycolumbia.com/-- manufactures light, four-seater  
aircraft.  It formerly does business as The Lancair Company and
Pacific Aviation Composites USA, LLC.  The company currently
employs about 400 people and generated gross revenues of about $90
million in 2006.

The Debtor filed for chapter 11 bankruptcy protection on Sept. 24,
2007 (Bankr. D. Oregon Case No. 07-338500).  Albert N. Kennedy,
Esq. at Tonkon Torp 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.


COMMSCOPE INC: S&P Affirms Ratings and Removes Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Hickory, North Carolina-based CommScope Inc. and Westchester,
Illinois-based Andrew Corp. and removed them from CreditWatch,
where they were placed on June 27, 2007, with negative
implications.  S&P also affirmed the 'BB-' corporate credit and
'B' subordinated debt ratings for both companies.  The ratings on
Andrew will be withdrawn following its acquisition and debt
refinancing.  The outlook is stable.
     
At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to CommScope's $2.5 billion first-lien credit
facilities.  The $2.1 billion term loan and $400 million revolving
credit facility are rated 'BB-', with a recovery rating of '3',
indicating the expectation for meaningful (50%-70%) recovery in
the event of a payment default.  Proceeds from the term loan will
be used to partially fund its $2.6 billion acquisition of Andrew.
     
"The ratings on CommScope after the acquisition reflect an
increase in leverage, a short operating track record at current
profitability levels, and integration challenges," said Standard &
Poor's credit analyst Lucy Patricola.  "These are offset partially
by solid market positions with major telecommunications providers
and good cash flow."
     
CommScope's market position in coaxial cable and environmentally
secure cabinets used by wireline carriers complements Andrew's key
business that provides antennae used in wireless base stations.
     
CommScope's financing of the acquisition increases leverage
substantially from recent levels of about 1.5x.  Based on the
following assumptions, pro forma debt to EBITDA is about 4x,
within expectations for the rating.


CONSOLIDATED COMMS: Moody's Holds B1 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
for Consolidated Communications Holdings Inc. and assigned a B1
rating to the proposed $950 million senior secured credit
facilities at the company's direct subsidiaries, Consolidated
Communications Acquisition Texas Inc., Consolidated Communications
Inc., and Fort Pitt Acquisition Sub Inc.

The proposed financing is in connection with the company's pending
acquisition of North Pittsburgh Systems Inc. for $375 million.  
The proceeds from the new credit facilities will be used to fund
the cash portion of NPSI's purchase price, refinance the existing
indebtedness at the company and at NPSI, and for general corporate
purposes.  

The credit facilities include a $140 million delayed draw term
loan, which could only be used to redeem CCHI's $130 mm senior
unsecured notes, which become callable in April 2008.  As part of
the rating action, Moody's has upgraded the rating of the
company's senior unsecured notes to B1, from B3, and affirmed the
SGL-2 speculative grade liquidity rating.  Moody's will withdraw
the ratings of the existing credit facilities at CCAT and CCI at
close of the transaction, and the rating of CCHI's senior notes
when the notes are called.  The outlook for all ratings is stable.

Moody's took these ratings action:

CCHI:

   -- Corporate Family Rating -- Affirmed B1

   -- Probability of Default rating -- Downgraded to B2, from
      B1

   -- Senior Unsecured Notes due 2012 -- Upgraded to B1, LGD 3
      -- 33%, from B3, LGD6 -- 91% (to be withdrawn if the
      notes are called)

   -- Liquidity rating -- Affirmed SGL-2

CCAT and CCI:

   -- Senior Secured Credit Facilities -- Affirmed Ba3, LGD3 --
      38%, to be withdrawn at closing

CCAT, CCI and Fort Pitt:

   -- New $50 million revolving credit facility -- Assigned B1,
      LGD 3 -- 33%

   -- New $760 million Term Loan -- Assigned B1, LGD 3 -- 33%

   -- New $140 mm delayed draw Term Loan -- Assigned B1, LGD 3
      -- 33%

The outlook for all ratings remains stable.

The B1 corporate family rating reflects CCHI's relatively high
leverage and nearly flat revenue growth prospects, offset by
stable cash flow generation, modestly improving EBITDA margins,
and a favorable regulatory environment.  Although the outstanding
debt will increase to about $900 million as a result of acquiring
NPSI which is roughly 1/3rd the size of CCHI, the company expects
to generate about $11 million in operating expense and capex
synergies in the first full year after closing.

The B1 rating incorporates the risk of integrating NPSI, which is
experiencing severe access line losses (11% YoY ILEC line losses
in 2Q 2007) due to competition from cable companies in its ILEC
territories.  The B1 corporate family rating also reflects CCHI's
vulnerability to heightened wireless and cable telephony
competition in its rural markets and limited post-dividend free
cash flow.

Moody's has upgraded the rating of CCHI's senior notes to B1, from
B3, as the notes will be secured pari passu with the new credit
facilities at closing of the transaction.

The stable outlook reflects Moody's expectations of CCHI
successfully integrating the operations of NPSI, while sustaining
its current level of revenue and free cash flow through the growth
of DSL services and enhanced bundled offerings, which include IPTV
in the Illinois and Texas markets.  Moody's also expects that the
company will not increase its dividend payout and implement any
share buyback program over the intermediate term.

Consolidated Communications Holdings, Inc. is a rural local
exchange carrier headquartered in Mattoon, Illinois.  CCHI
generated $326 million in revenue in LTM 2Q 2007 period. Gibsonia,
Pennsylvania, based NPSI had 60,600 ILEC and 66,700 CLEC lines in
service as of 2Q 2007, with LTM 2Q 2007 revenue of $100 million.


CONSUMER PORTFOLIO: Earns $3.7 Million in Quarter Ended Sept. 30
----------------------------------------------------------------
Consumer Portfolio Services Inc. disclosed Wednesday results for
its third quarter ended Sept. 30, 2007.

The company reported net income of $3.7 million for the third
quarter ended Sept. 30, 2007, compared with net income of
$4.3 million forthe same period last year.

Pretax income for the third quarter of 2007 increased to
$6.3 million, compared to pretax income of $4.3 million for the
comparable quarter ended Sept. 30, 2006.  Net income for the third
quarter of 2006 did not include a provision for income tax
expense.

For the three months ended Sept. 30, 2007, total revenues
increased approximately $29.0 million, or 39.4%, to
$102.8 million, compared to $73.7 million for the three months
ended Sept. 30, 2006.  Total operating expenses for the three
months ended Sept. 30, 2007, were $96.4 million, an increase of
$27.0 million, or 38.8%, as compared to $69.4 million for the
three months ended Sept. 30, 2006.

Pretax income for the nine months ended Sept. 30, 2007, increased
to $18.0 million, compared to pretax income of $8.7 million for
the nine months ended Sept. 30, 2006.  Net income for the nine
months ended Sept. 30, 2007, was $10.4 million, compared to net
income of $8.7 million for the nine months ended Sept. 30, 2006.
Net income for the nine months ended Sept. 30, 2006, did not
include a provision for income tax expense.

For the nine months ended Sept. 30, 2007, total revenues increased
approximately $86.1 million, or 43.3%, to $285.0 million, compared
to $199.0 million for the nine months ended Sept. 30, 2006.  Total
operating expenses for the nine months ended Sept. 30, 2007, were
$267.1 million, an increase of $76.8 million, or 40.3%, as  
compared to $190.3 million for the nine months ended Sept. 30,
2006.

During the third quarter of 2007, CPS purchased $340.2 million of
contracts from dealers as compared to $346.0 million during the
second quarter of 2007 and $254.4 million during the third quarter
of 2006.  During the first three quarters of 2007, CPS purchased
$1.02 billion of contracts from dealers as compared to
$777.7 million during the first three quarters of 2006.  2007
contract purchases represent an increase of 30.7% versus the same
period in 2006.  The company's managed receivables totaled
$2.05 billion as of Sept. 30, 2007, an increase of $572.4 million,
or 38.7%, from $1.48 billion as of Sept. 30, 2006.

In addition, the company continued its regular quarterly
securitization program with the September sale of $327.5 million
of asset backed notes.  The company also issued $60 million of
two-year notes under a new $120 million revolving and term
residual interest financing facility.

Annualized net charge-offs during the first nine months of 2007
were 4.95% of the average owned portfolio as compared to 4.00%
during the same period in 2006.  Delinquencies greater than 30
days, incluging repossession inventory, were 6.06% of the total
owned portfolio as of Sept. 30, 2007, as compared to 4.97% as of
Sept. 30, 2006.

"We are pleased with another solid quarter both financially and
operationally," said Charles E. Bradley, Jr., president and chief
executive officer.  "In the third quarter we achieved our 10th
straight quarter of pretax income growth and were able to navigate
the turbulent capital markets to successfully close our regular
quarterly term securitization.  Our volume of new contract
purchases remained strong and credit performance met our
expectations."

At Sept. 30, 2007, the company's consolidated balance sheet showed
$2.29 billion in total assets, $2.18 billion in total liabilities,
and $112.5 million in total sharehlders' equity.

                    About Consumer Portfolio

Consumer Portfolio Services Inc., headquartered in Irvine,
California, (NasdaqGM: CPSS) -- http://www.consumerportfolio.com/  
-- is a specialty finance company engaged in purchasing and
servicing new and used retail automobile contracts originated
primarily by franchised automobile dealerships and to a lesser
extent by select independent dealers of used automobiles in the
United States.  The company serves as an alternative source of
financing for dealers, facilitating sales to sub-prime customers,
who have limited credit history, low income or past credit
problems and who otherwise might not be able to obtain financing
from traditional sources.

                          *     *     *

Consumer Portfolio Services Inc. still carries Fitch's CCC-
subordinated debt rating.  The rating outlook is negative.


COUNTRYWIDE FINANCIAL: CEO's Stock Sales Subject of SEC Probe
-------------------------------------------------------------
Stock sales of Countrywide Financial Corp.'s chief executive
officer Angelo R. Mozilo are under the Securities and Exchange
Commission's scrutiny, various sources report.

North Carolina state treasurer Richard Moore has requested for
the investigation.

According to the reports, Mr. Moore questioned the timing of
Mr. Mozilo's stock sales as well as the changes in the
company's trading plans.

Mr. Mozilo, sources say, has been selling shares through
prearranged trading programs since 2004, but only got noticed
when his sales quickened in October 2006.

Marcy Gordon of the Associated Press cited Mr. Mozilo as saying
that he sold shares to reduce his stake in Countrywide and
diversify his personal investments in an orderly fashion in
advance of his retirement, slated for December 2009.

Separately, in its recent amendment to its regulatory 8-K filing
dated Sept. 13, 2007, Countrywide disclosed that it estimates to
incur a pre-tax restructuring charge of approximately $125 million
to $150 million related to its earlier disclosed plan to reduce
costs and improve operating efficiencies in response to lower
mortgage market origination volumes and other market conditions.

At that time, the company said it was unable in good faith to make
a determination of an estimate of the amounts or range of amounts
expected to be incurred as a result of this plan.  

According to the company, the pre-tax restructuring charge will
consist of approximately $30 million to $35 million in one-time
termination benefits, $73 million to $89 million in lease
termination costs and $22 million to $26 million in fixed asset
disposals and other miscellaneous costs.  Of the total amount of
the pre-tax restructuring charge, approximately $57 million is
expected to be recognized in the quarter ending Sept. 30, 2007,
with the remaining amount expected to be recognized primarily in
the following quarter.  

Additionally, the company estimates that of the total amount of
the pre-tax restructuring charge approximately $65 million to
$90 million will result in future cash outlays.

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

                     Bankruptcy Speculation

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

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

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

On Aug. 22, 2007, Countrywide received a $2 billion strategic
equity investment from Bank of America.

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

Countrywide's mortgage loan fundings for the month of
September 2007 dropped by 44%.


CREDIT SUISSE: Fitch Holds Junk Rating on Class J Certificates
--------------------------------------------------------------
Fitch Ratings affirmed Credit Suisse First Boston Mortgage
Securities Corporation's mortgage pass-through certificates,
series 1997-C1 as:

   -- Interest-only class A-X at 'AAA';
   -- $14.1 million class D at 'AAA'.
   -- $64.4 million class F at 'AAA';
   -- $13.6 million class G at 'AAA';
   -- $27.1 million class H at 'BBB';
   -- $17 million class I at 'B';
   -- $7.4 million class J remains at 'CC/DR4'

The $33.9 million class E is not rated by Fitch.  Classes A-1A, A-
1B, A-1C, A-2, B and C have been paid in full.

Although the transaction has paid down 26% since Fitch's last
rating action and an additional four loans (37.1%) have defeased,
increasing concentrations within the transaction warrant
affirmations.  As of the October 2007 distribution date, the
pool's aggregate certificate balance has decreased 87% to $176.7
million from $1.36 billion at issuance and 17 loans remain from
161 at issuance.

Currently, there are no delinquent loans in the pool.  There is
one specially serviced loan (1.7%), which is secured by a limited-
service hotel in Virginia Beach, Virginia.  Although current, the
loan is past its anticipated repayment date of January 2007.

The largest loan in the pool (22.3%) is secured by the Hyatt
Aruba, a luxury resort on the island of Aruba and has been
identified as a Fitch Loan of Concern.  Renovations in 2006 and
2007 caused performance to decline.  Rooms have since been brought
back on line and renovations are nearly complete.  The most recent
servicer reports debt service coverage ratio and occupancy of 1.30
times and 61.4% as of year end 2006.


CREDIT SUISSE: Moody's Junks Rating on $9.9 Mil. Class M Certs.
---------------------------------------------------------------
Fitch downgraded and assigned a Distressed Recovery rating to
Credit Suisse First Boston Mortgage Securities Corp.'s commercial
mortgage pass-through certificates, series 2001-CK3, as:

   -- $9.9 million class M to 'CCC/DR1' from 'B-';

These classes are affirmed by Fitch:

   -- $69.5 million class A-3 at 'AAA';
   -- $582.4 million class A-4 at 'AAA';
   -- Interest-only class A-X at 'AAA';
   -- $42.3 million class B at 'AAA';
   -- $56.3 million class C at 'AAA';
   -- $11.3 million class D at 'AAA';
   -- $14.1 million class E at 'AAA';
   -- $25.4 million class F at 'AA+';
   -- $8.0 million class G-1 at 'A+';
   -- $11.7 million class G-2 at 'A+';
   -- $14.1 million class H at 'A-';
   -- $24.8 million class J at 'BBB-';
   -- $9.0 million class K at 'BB';
   -- $12.7 million class L at 'B+';

Fitch does not rate the $127.8 thousand class N or zero balance
class O.  Classes A-1 and A-2 have paid in full.

The downgrade to class M is due to decreased credit enhancement as
the result of losses from specially serviced loans.

As of the September 2007 distribution date, the transaction has
been reduced by 20.9% since issuance, to $891.6 million from $1.13
billion.  In addition, 34 loans, 37.8% of the pool, have defeased.

At issuance two loans were considered to have investment grade
shadow ratings.  The 888 Seventh Avenue loan has paid in full.

The Atrium Mall is a 215,000 square foot retail center located in
Chestnut Hill, Massachussets.  Occupancy as of June 2007 was 93.6%
compared to 92% at issuance.  The loan maintains its investment
grade shadow rating.


DECKLOK BRACKET: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: DeckLok Bracket Systems, LLC
        1000 Gold Mine Road
        Brookeville, MD 20833

Bankruptcy Case No.: 07-20211

Type of Business: The Debtor manufactures its signature DeckLok
                  bracket systems that secures deck components.
                  See http://www.deck-lok.com/

Chapter 11 Petition Date: October 17, 2007

Court: District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: Bradford F. Englander, Esq.
                  Linowes and Blocher LLP
                  7200 Wisconsin Avenue, Suite 800
                  Bethesda, MD 20814-4842
                  Tel: (301) 961-5125
                  Fax: (301) 654-2801

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Daniel Walsh, PE                 Engineering            $87,500
17333 Lafayette Drive            Services
Olney, MD 20832

James T. Baughan, PE             Engineering            $87,500
314 Croton Drive
Maitland, FL 32751

American Express                 Revolving Credit       $60,000
P.O. Box 1270
Newark, NJ 07101

Key Bank                         Unsecured Credit       $25,000

Advanta                          Revolving Credit       $15,250

Capital One                                             $13,100

Discover                         Revolving Credit        $7,595

Mark Romano                      Sales Consultant        $5,400

Consolidated Press               Printing                $2,977

Columbia State Bank              Interest                $2,243

Eileen L. Baughan                Editing/Proofing        $1,500

Gorski & Associates              Advertising             $1,300

Handley Wood                     Advertising               $785

Verizon Wireless                 Cell Phone Service        $688

Jeff Gutterud Publishing         Web Service               $623

Double Check and Balance, Inc.   Accounting Services       $550

Century Telephone                Telephone Service         $260

ADP                              Payroll Service            $91

Sprint                           Toll-Free Phone            $48

UPS                              Shipping                   $45


DOMTAR CORP: Commences Exchange Offers for Domtar Inc.
------------------------------------------------------
Domtar Corporation has commenced the exchange offers and proxy
solicitations relating to the outstanding public debt of its
subsidiary, Domtar Inc.
    
Domtar Corporation is making offers to holders of Domtar Inc.'s
outstanding U.S. dollar denominated 7.875% Notes due 2011, 5.375%
Notes due 2013, 7-1/8% Notes due 2015 and 9-1/2% Debentures due
2016, to exchange any and all of such securities for an equal
principal amount of Domtar Corporation's newly issued notes of the
corresponding series.

In conjunction with such offers, Domtar Corporation is also
soliciting consents to amendments to the indentures pursuant to
which the Domtar Inc. U.S. notes were issued.
    
Holders who validly tender and do not validly withdraw their
Domtar Inc. U.S. notes and related consents in connection with the
exchange offers and consent solicitations on or prior to 5:00
p.m., New York City time, on Oct. 30, 2007, will be entitled to an
early consent payment in cash of $2.50 for each $1,000 principal
amount of Domtar Inc. U.S. notes tendered, unless such date is
extended with respect to a particular series of Domtar Inc. U.S.
notes.

The exchange offers and related consent solicitations will expire
at 12 midnight, New York City time, on Nov. 14, 2007, unless
extended.
    
The lead dealer manager for the exchange offers and lead
solicitation agent for the consent solicitations is J.P. Morgan
Securities Inc.

The co-dealer manager for the exchange offers and co-solicitation
agent for the consent solicitations is Deutsche Bank Securities
Inc.

Questions regarding the exchange offers may be directed to J.P.
Morgan Securities Inc. at (866) 834-4666 (toll-free) or (212) 834-
4077 (collect) or Deutsche Bank Securities Inc. at (866) 627-0391
(toll-free) or (212) 250-2955 (collect).
    
Domtar Inc. is concurrently soliciting proxies from holders of its
outstanding Canadian dollar denominated 10% Debentures due 2011
and 10.85% Debentures due 2017, for use at a meeting of holders of
each series of such debentures, to be held on
Nov. 14, 2007, at which Domtar Inc. will seek the approval of such
holders to amend the indenture pursuant to which such series of
debentures were issued to provide Domtar Corporation with the
right to acquire, at any time, all outstanding debentures of such
series in consideration for the issuance of an equal principal
amount of Domtar Corporation's newly issued
Canadian dollar denominated debt securities bearing interest at
the same rate and maturing on the same date as the Domtar Inc.
debentures which may be acquired by Domtar Corporation.
    
Holders who validly submit proxies voting in favor of the
amendments and do not validly revoke such proxies prior to
5:00 p.m., Montreal time, on Oct. 30, 2007, unless such early
consent date is extended with respect to a particular series of
Domtar Inc. debentures, will be entitled to an early consent
payment in cash of CDN$2.50 for each CDN$1,000 principal amount of
Domtar Inc. debentures with respect to which such proxies are
submitted.
    
The dealer manager for the proxy solicitations relating to the
Canadian debentures is Scotia Capital Inc. Questions regarding the
proxy solicitations may be directed to Scotia Capital Inc. at
(416) 863-7257.
    
A written prospectus providing the terms of the U.S. exchange
offers and related documents may be obtained from the information
agent for the exchange offers which can be contacted at:

     Global Bondholder Services Corporation
     Attention: Corporate Actions
     65 Broadway, Suite 723
     New York, NY 10006
     Tel (212) 430-3774 (Banks and brokers)
         (866) 470-3700 (toll free)
    
Information regarding the Canadian proxy solicitations and how to
obtain additional copies of the material and how to vote can be
directed to the Proxy Solicitation and Information Agent
at Georgeson, North American Toll Free Number: 1-888-605-838

                       About Domtar Corp.

Headquartered in Montreal, Quebec, Canada, Domtar Corporation
(NYSE/TSX: UFS) -- http://www.domtar.com/-- produces uncoated  
freesheet paper and manufactures papergrade market pulp in North
America.  The company designs, manufactures, markets and
distributes a wide range of business, commercial printing,
publication well as technical and specialty papers well as its
full line of environmentally and socially responsible papers.  
Domtar owns strategically located paper distribution facilities.  
Domtar also produces lumber and other specialty and industrial
wood products.  The company employs nearly 14,000 people.

                          *     *     *

As reported in the Troubled Company Reporter on Oct 1, 2007,
Moody's Investors Service affirmed Domtar Corporation's and Domtar
Inc.'s existing credit ratings and assigned a B1 senior unsecured
rating to Domtar's proposed $1.5 billion of new bonds which will
replace Domtar Inc's existing bonds.


DURA AUTOMOTIVE: Wants John Knappenberger Separation Pact Okayed
----------------------------------------------------------------
DURA Automotive Systems Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to approve a
separation agreement between Dura Automotive Systems Inc. and
former Vice President of Administration, Quality and Materials
John J. Knappenberger.

Mr. Knappenberger joined the company approximately 14 years ago.  
Since December 1995, Mr. Knappenberger has served as the Vice
President of Administration and the Vice President of Quality and
Materials of Dura.  Mr. Knappenberger also assumed responsibility
for the administration of the Debtors' purchasing, sales and
marketing operations in June 1997.

Mr. Knappenberger also managed the Debtors' information technology
operations in March 1999, including the Debtors' Enterprise
Resource Planning and QAD Implementation Initiative -- a software
program designed to centralize and streamline the Debtors'
administrative functions and to unify the Debtors' time-worked
tracking and attendance system and the Debtors' manufacturing
tracking system.  This, by centralizing and streamlining many of
the Debtors' administrative functions, enables the Debtors to more
closely track projected expenses and manufacturing activities.

The Debtors and Mr. Knappenberger recently agreed to end his
employment with the Debtors, and agreed to a Separation Agreement.  
Its pertinent terms are:

  (a) Effective Date: November 1, 2007.

  (b) Consideration:

        (i) The Debtors agreed to pay Mr. Knappenberger,
            pursuant to their general policy, an amount equal to
            the accrued, but unused, vacation time earned during
            his employment with the Debtors, to the extent
            permitted by applicable bankruptcy and
            non-bankruptcy law; and

       (ii) The Debtors agreed to pay Mr. Knappenberger an
            additional $125,000 in exchange for the performance
            of his various Non-Competition, Non-Solicitation,
            Non-Disclosure and Non-Disparagement obligations.

  (c) Non-Compete, Non-Solicitation, Non-Disclosure, and Non-
      Disparagement Obligations.
       
        (i) Mr. Knappenberger agreed, separately, to abide by
            the Non-Competition, Non-Disparagement,
            Non-Solicitation and Non-Disclosure provisions of          
            the Separation Agreement, through November 1, 2008.  
            Specifically,
       
            (A) Non-Competition -- Mr. Knappenberger will not,
                directly or indirectly,

                (1) become employed by, consult for, provide or
                    arrange financing for, or own any interest
                    in, any company that is in the same business
                    or substantially the same business as the
                    Company and its affiliates and is a direct
                    competitor of the Company or its affiliates;
                    provided, however, that Mr. Knappenberger
                    may own not more than five percent of any
                    class of publicly traded securities of any
                    legal entity engaged in a Competing
                    Business; or

                (2) participate in any manner in the Chapter 11  
                    bankruptcy cases involving the company;
                    provided, however, that, consistent with his
                    confidentiality obligations under the
                    agreement, Mr. Knappenberger may be employed
                    by parties with an interest in the company's
                    Chapter 11 cases so long as his duties do
                    not involve the company; provided further
                    that the prospective employer affirmatively
                    screens him from any and all matters
                    involving the company or its Chapter 11
                    cases during the duration.

            (B) Non-Solicitation -- For the Duration,
                Mr. Knappenberger will not directly or
                indirectly through another person or entity,
                other than in the ordinary course of his
                employment with the company or any of its
                affiliates:

                (1) induce or attempt to induce any employee of
                    the company or any affiliate to leave the
                    employ of the company or the affiliate, or
                    in any way interfere with the relationship
                    between the company or any affiliate and any
                    employee thereof, or

                (2) any affiliate at any time during the 12-
                    month period immediately preceding the date
                    of the intended hire or
                 
                (3) induce or attempt to induce any customer,
                    supplier, licensee, licensor or other
                    business relation of the company or any
                    affiliate to cease doing business with the
                    company or the affiliate, or in any way
                    interfere with the relationship between any
                    such customer, supplier, licensee, licensor
                    or other business relation and the Company
                    or any affiliate; including, without
                    limitation, making any negative or
                    disparaging statements or communications
                    regarding the company or its affiliates.

            (C) Non-Disparagement -- For the Duration,

                (1) Mr. Knappenberger will not make any oral or
                    written statement or publication with
                    respect to the company or its affiliates or
                    any stockholders, directors,officers,
                    employees, lenders or their respective
                    affiliates, which disparages or denigrates,
                    or could reasonably be interpreted as,
                    disparaging or denigrating, the company or
                    any of its affiliates or any stockholders,
                    directors, officers, employees, lenders or
                    their respective affiliates.  

                (2) the company's officers will not directly or
                    indirectly, make any oral or written
                    statement or publication with respect to the
                    Employee, which disparages or denigrates, or
                    could reasonably be interpreted as,
                    disparaging or denigrating, the Employee.  

            (D) Non-Disclosure -- Mr. Knappenberger will keep in
                strict confidence, and will not, at any time,
                disclose, furnish, disseminate, make available,
                use or suffer to be used in any manner, any
                confidential information of the company;
                provided, however,  that he will not be
                precluded from disclosing Confidential
                Information pursuant to, or as required by, law,
                subpoena, judicial process or to any
                governmental agency in connection with any
                investigation or proceeding of the agency.  

            (E) Upon the Effective Date, Mr. Knappenberger will
                deliver to the company all memoranda, notes,
                plans, records, reports, computer files, disks
                and tapes, printouts and software and other
                documents and data, and their copies embodying
                or relating to Confidential Information or the
                business of the company or any affiliates which
                Mr. Knappenberger may then possess or have under
                his control.

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

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

The Debtors' exclusive plan-filing period expired on Sept. 30,
2007.  On Aug. 22, 2007, the Debtors' filed their Plan of
Reorganization and the Disclosure Statement explaining that Plan
was approved on Oct. 3, 2007.  The hearing to consider
confirmation of the plan is set for Nov. 26, 2007.  (Dura
Automotive Bankruptcy News, Issue No. 34 Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ENRON CORP: Creditors Appeal Denial of Claims Subordination
-----------------------------------------------------------
A group of Enron Corp.'s creditors have filed an appeal in order
to overturn a decision by the U.S. Bankruptcy Court for the
Southern District of New York denying the request to subordinate
some claims to pre-petition agreements having senior indebtedness
guarantees, the American Bankruptcy Institute reports citing
Bankruptcy Law360.

According to the report, the group wants to know if the Bankruptcy
Court erred in not applying the rule of the last antecedent, a
rule of contract interpretation, by saying that the banks' claims
couldn't be subordinated to some agreements given a senior debt
status.

The issue revolves around Enron's subsidiary, Enron Finance
Partners LLC.  Enron Finance, which had been implicated in parts
of its accounting fraud, held claims against Enron through
promissory notes later transferred to the banks, the report adds.

Since these claims were transferred to creditors as part of an
earlier settlement agreement and not through a sale, the main
question is whether or not these transferred claims can be
subordinated to the indenture agreement between the company and
appealing group, the report relates.

                     About Enron Corporation

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.  Judge
Gonzalez confirmed the Company's Modified Fifth Amended Plan on
July 15, 2004, and numerous appeals followed.  The Debtors'
confirmed chapter 11 Plan took effect on Nov. 17, 2004.

Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP represent
the Debtors.  Jeffrey K. Milton, Esq., Luc A. Despins, Esq.,
Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank,
Tweed, Hadley & McCloy LLP represents the Official Committee of
Unsecured Creditors.


ENTERPRISE GP: Moody's Places Corporate Family Rating at Ba1
------------------------------------------------------------
Moody's Investors Service assigned a Ba1 Corporate Family Rating
to Enterprise GP Holdings L.P.  Moody's also withdrew the Ba1 CFR
at EPCO Holdings Inc. and the Ba2 rating on its senior secured
credit facility.  The rating outlook for EPE continues to be
negative.

EPCO requested that Moody's withdraw the rating on its credit
facility that was assigned on July 17, 2007.  As a result, Moody's
withdrew the CFR at EPCO and assigned the same Ba1 CFR to EPE,
which is now the highest entity with rated debt.

EPCO Holdings Inc. and Enterprise GP Holdings L.P. are
headquartered in Houston, Texas.


EVERGREEN INT'L: S&P Holds B Rating and Revises Outlook to Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Evergreen International Aviation Inc. to negative from stable.  
S&P affirmed its 'B' long-term corporate credit rating on the
company.
     
The outlook change reflects Evergreen's weaker-than-expected
recent operating performance and the potential for covenant issues
if operating performance does not improve over the near to
intermediate term.
      
"Evergreen's revenues and earnings have fallen below our
expectations, which has caused covenant compliance to become
fairly tight," said Standard & Poor's credit analyst Lisa Jenkins.  
"Failure to improve operating performance or address covenant
concerns through waiver or amendment would likely result in a
downgrade."
     
Ratings on Evergreen reflect the company's participation in a
cyclical, competitive, and capital-intensive industry and its
highly leveraged capital structure.  Offsetting these risks
somewhat is the company's established position in certain narrow
market segments and its longstanding relationship
with many key customers.
     
McMinnville, Oregon-based Evergreen derives the majority of its
revenues and operating profits from Evergreen International
Airlines, its heavy airfreight transportation subsidiary.  The
company also provides ground logistics services, aircraft
maintenance and repair services, helicopter and small aircraft
services, and aviation sales and leasing.  The company is
currently experiencing profit pressures in its airfreight
business, primarily because of reduced demand.  Despite the recent
earnings shortfall, liquidity remains adequate for now, although
covenant compliance problems could result in liquidity pressures.  
Debt service requirements are significant, with annual interest
expense and amortization totaling close to
$38 million.

This, along with ongoing capital expenditures, will continue to
consume much of the company's cash flow.  Credit risk is
heightened by the cyclical and competitive nature of the industry
in which Evergreen competes, the capital intensity of
its airline operations, its private ownership (which limits
capital raising options and makes the company subject to the
influence of the controlling shareholder), and its financial
history (which includes a payment default a number of years ago
and various subsequent covenant defaults).  Evergreen is a private
company that does not disclose its financial results to the
public.
     
S&P are likely to lower ratings if Evergreen continues to
experience weaker-than-expected operating results, especially if
it leads to covenant issues.  S&P could revise the outlook to
stable if operating performance improves and the cushion under
covenants expands.


FALCONRIDGE LLC: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Falconridge LLC
        40 DuPage Court, Suite 202
        Elgin, IL 60120

Bankruptcy Case No.: 07-19200

Chapter 11 Petition Date: October 17, 2007

Court: Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtor's Counsel: Jason H. Rock, Esq.
                  Barrick Switzer Law Office
                  6833 Stalter Drive, First Floor
                  Rockford, IL 61108
                  Tel: (815) 962-6611
                  Fax: (815) 962-1758

Total Assets:         $0

Total Debts:  $2,260,074

Debtor's list of its 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
First Midwest Bank, N.A.                             $1,714,430
c/o Matthew Hevrin, Esq.
P.O. Box 1389
Rockford, IL 61105

Kornerstone Realty Group Inc.                          $375,000
2825 North Arlington
Heights Road
Arlington Heights, IL 60004

Nicor                            Utility Services       $62,337
P.O. Box 416
Aurora, IL 60568-0001

Mr. Paul Brown                   Monies Advanced        $50,000
                                 to Debtor

Oxford Falconridge and           Property Mgt.          $32,000
Pensby Realty                    Fees

ComEd                                                   $10,466

City of Rockford                 Utility Services        $5,282

Rock River Water                                         $4,171

C.C.S.                           Collection for          $2,007
                                 Farmers Insurance
                                 Group

Schumacher Elevator Company      Elevator Services       $1,678

Veolia ES Solid Waste                                      $762
Midwest, LLC

Frinks Sewer and Drain Inc.                                $700

City of Chicago                  Water Services            $490

AT&T                             Phone Services            $405

M. Spinello & Son                                          $182

Soap Center Inc. and                                       $130
Hales Equipment Division

Commonwealth Edison              Utility Service            $33


FEDDERS CORP: Balks at Panel's Request for Three Sets of Counsel
----------------------------------------------------------------
Fedders Corp. and its debtor-affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a limited objection
to the Official Committee of Unsecured Creditors' separate
applications to retain three law firms.

The Troubled Company Reporter said yesterday that the Committee
sought Court authority to retain Brown Rudnick Berlack Israels LLP
as its bankruptcy counsel, Lowenstein Sandler PC as its special
litigation counsel and conflicts counsel, and Greenberg Traurig
LLP as its Delaware counsel.

The Debtors argue that the Committee's retention applications
may result in the duplication of efforts and that the resulting
fees incurred could trigger a default under a postpetition
financing approved by the Court on a final basis on Oct. 5, 2007.

According to the Debtors, the DIP Facility provides for payment of
$100,000 per month for Committee counsel for a sixth month period.

"The Committee and its proposed counsel were and are all aware of
this budget and the requirements of the DIP Credit Facility and
the DIP Budget.  Any payments to counsel for the Committee for
fees and expenses above the amounts reflected in the DIP Budget
would trigger a default under the DIP Credit Facility," Norman L.
Pernick, Esq., at Saul, Ewing, Remick & Saul LLP says.

The Debtors however emphasize that they are not asking the Court
to deny the employment of any particular law firm, but request
that the estate be spared from duplicative fees and costs.

Highland Capital Management LP, one of the Debtors' secured
lenders, also opposes the Committee's requests, contending that
the Debtors are in "dire financial straits," and that lawsuits
against their prepetition lenders are the only "potential source
of meaningful recoveries" for unsecured creditors, Bill Rochelle
of Bloomberg News relates.

The Court is set to hold a hearing today, Oct. 19, to consider the
Committee's employment applications.

Headquartered in Liberty Corner, New Jersey and founded in 1896,  
Fedders Corporation (OTC: FJCC) -- http://www.fedders.com/--       
manufactures air treatment products, including air conditioners,
furnaces, air cleaners and humidifiers for residential, commercial
and industrial markets.  The company filed for Chapter 11
protection on Aug. 22, 2007 (Bankr. D. Del. Case No. 07-11182).  
Sixteen debtor-affiliates filed separate chapter 11 petitions.  On
Aug. 23, 2007, the Court consolidated the cases in Fedders North
America's case (Bankr. D. Del. Case No. 07-11176).  Norman L.
Pernick, Esq. of Saul, Ewing, Remick & Saul LLP represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed total assets of
$186,300,000 and total debts of $322,000,000.


FEDDERS CORP: U.S. Trustee and Committee Oppose Bonus Programs
--------------------------------------------------------------
The United States Trustee for Region 3 and the Official Commitee
of Unsecured Creditors in Fedders Corp. and its debtor-affiliates'
chapter 11 cases ask the U.S. Bankruptcy Court for the District of
Delaware to deny the Debtors' proposed bonus programs for key
employees.

On Oct. 1, 2007, the Debtors sought Court approval on four
retention and incentive programs covering about 160 workers:

   1) Performance-Based Incentive Plan -- intends to measure
            performance of 155 eligible employees over a six-month
            period from Sept. 1, 2007 to Feb. 29, 2008; total
            program cost is approximately $474,000.

   2) Residential Retention Program -- approximately 14 employees
            in the Debtors' residential operations would receive
            one week of additional compensation for every four-
            week period they remain in the employ of the Debtors
            from Oct. 1, 2007 through Feb. 29, 2008, unless
            terminated for cause; maximum cost is $126,000.

   3) Corporate Retention Program -- about 20 employees at the
            corporate level in the Debtors' finance department
            will receive the greater of a) one week of additional
            compensation for every four-week period they remain
            in the employ of the Debtors from Oct. 1, 2007 through
            Feb. 29, 2008; or b) the bonus compensation payable
            under the Performance-Based Compensation Plan; maximum
            program cost is $125,000.

   4) Performance-Based Officer Incentive Program -- seven
            officers would be entitled to a bonus of 40%-50% of
            his/her salary for the period from Sept. 1, 2007
            through Feb. 29, 2008; targeted total payments under
            the program is $414,000.

The Trustee argues that the individuals for whom the Debtors seek
to make retention, bonus and severance payments are officers,
and as such, are insiders as defined by the Bankruptcy Code.  

In addition, the Trustee points out that the plans do not show
that that the employees' services are essential to the survival of
the Debtors' business.

The Trustee also points out that to justify the payment of
severance to any insider, Section 503(c)(2) of the Bankruptcy Code
provides that the Debtor demonstrate that:

   a) the payments are part of a plan that is generally applicable
      to all full-time employees; and

   b) the amounts of the payments are not greater than 10 times
      the amount of the mean severance pay given to nonmanagement
      employees during the calendar year in which the payments are
      made.

The Committee questions the programs with regards to whether the
concerned employees are essential to the survival of the Debtors'
business.

Specifically, the Committee argues that payments under a proposed
incentive plan for officers are not part of a program generally
applicable to all full-time employees.

The Committee also points out that the authority and functions
of the officers proposed to be compensated under that program
have been, for the most part, supplanted by the Debtors' chief
restructuring officer.

Furthermore, the Committee contends that it remains to be
determined what distributions unsecured creditors will receive on
their claims, hence, absent other developments, unsecured
creditors' recoveries may be substantially dependent on proceeds
from the sale of the Debtors' assets and operations exceeding the
claims of the secured lenders.

In their motion, the Debtors noted that the Court's final debtor-
in-possession financing order requires the sale or other
disposition of some or all of their assets.

To realize the maximum value of their assets for creditors, the
Debtors believe it is both prudent and critical to ensure that
certain key (non-insider) residential and corporate employees
remain with the Debtors pending a sale and that other employees,
including officers, are appropriately compensated.

A hearing to consider the Debtors' request has been set today,
Oct. 19, at 10:00 a.m.

Headquartered in Liberty Corner, New Jersey and founded in 1896,  
Fedders Corporation (OTC: FJCC) -- http://www.fedders.com/--       
manufactures air treatment products, including air conditioners,
furnaces, air cleaners and humidifiers for residential, commercial
and industrial markets.  The company filed for Chapter 11
protection on Aug. 22, 2007 (Bankr. D. Del. Case No. 07-11182).  
Sixteen debtor-affiliates filed separate chapter 11 petitions.  On
Aug. 23, 2007, the Court consolidated the cases in Fedders North
America's case (Bankr. D. Del. Case No. 07-11176).  Norman L.
Pernick, Esq. of Saul, Ewing, Remick & Saul LLP represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed total assets of
$186,300,000 and total debts of $322,000,000.


FORD CREDIT: Fitch Rates $61 Million Class D Notes at BB
--------------------------------------------------------
Fitch rates the Ford Credit Auto Owner Trust 2007-B asset-backed
notes as:

   -- $771,000,000 class A-1 5.29180% 'F1+';
   -- $200,000,000 class A-2a 5.26% 'AAA';
   -- $863,700,000 class A-2b floating-rate 'AAA';
   -- $410,500,000 class A-3a 5.15% 'AAA';
   -- $400,000,000 class A-3b floating-rate 'AAA';
   -- $173,100,000 class A-4a 5.24% 'AAA';
   -- $80,000,000 class A-4b floating-rate 'AAA';
   -- $91,600,000 class B 5.69% 'A';
   -- $61,000,000 class C 6.33% 'BBB';
   -- $61,000,000 class D 7.79% 'BB'


GE COMMERCIAL: Fitch Affirms Low-B Ratings on Five Cert. Classes
----------------------------------------------------------------
Fitch Ratings affirms GE Commercial Mortgage Securities Inc.
commercial mortgage pass-through certificates, series 2005-C3 as:

   -- $54.1 million class A-1 at 'AAA';
   -- $117.4 million class A-2 at 'AAA';
   -- $180 million class A-3FX at 'AAA';
   -- $25 million class A-3FL at 'AAA';
   -- $145.4 million class A-4 at 'AAA';
   -- $118.2 million class A-5 at 'AAA';
   -- $75 million class A-6 at 'AAA';
   -- $74.5 million class A-AB at 'AAA';
   -- $386.7 million class A-7A at 'AAA';
   -- $55.2 million class A-7B at 'AAA';
   -- $440.9 million class A-1A at 'AAA';
   -- $161.4 million class A-J at 'AAA';
   -- Interest-only class X-C at 'AAA';
   -- Interest-only class X-P at 'AAA';
   -- $13.2 million class B at 'AA+';
   -- $29.1 million class C at 'AA';
   -- $21.2 million class D at 'AA-';
   -- $34.4 million class E at 'A';
   -- $18.5 million class F at 'A-';
   -- $23.8 million class G at 'BBB+';
   -- $21.2 million class H at 'BBB';
   -- $31.7 million class J at 'BBB-';
   -- $7.9 million class K at 'BB+';
   -- $7.9 million class L at 'BB';
   -- $10.6 million class M at 'BB-';
   -- $2.6 million class N at 'B+';
   -- $7.9 million class O at 'B'

Fitch does not rate the $7.9 million class P and the $23.8 million
class Q.

The rating affirmations reflect the stable pool performance and
minimal paydown since issuance.  As of the October 2007
distribution date, the pool has paid down 0.9% to $2.1 billion
from $2.12 billion at issuance.  There have been no delinquent or
specially serviced loans since issuance.

Four loans maintain investment grade shadow ratings due to their
stable performance since issuance: Oakland City Center, Inland
Hewitt Office Portfolio, Loews Universal Hotel Portfolio, and
Stone Gate Apartments.

Oakland City Center (7.2%) is secured by a 1.6 million square foot
commercial complex which consists of seven office/retail buildings
in the Oakland, CA central business district. Occupancy as of
June 30, 2007 increased to 95% from 92.4% at issuance.

Inland Hewitt Office Portfolio (6.2%) is secured by two office
properties (in two locations, about three miles apart) that
consist of seven buildings totaling 1.1 million sf in
Lincolnshire, Illinois.  The collateral is 100% leased to Hewitt
Associates Inc. on a triple net basis.

Loews Universal Hotel Portfolio (3.8%) is secured by a leasehold
interest in three full-service luxury hotels located within the
Universal Theme Park in Orlando, Florida.  The occupancy as of
June 30, 2007 remained strong at 86% from 83.3% at issuance, with
RevPar at $198.90.

Stone Gate Apartments (0.7%) is secured by a student apartment
complex with 672 bedrooms located less than one mile away from
James Madison University in Harrisonburg, Virginia.  Occupancy as
of June 30, 2007 increased to 100% from 99% at issuance and 90%
from June 2006.


GLOBAL HOME: Files Joint Chapter 11 Plan & Disclosure Statement
---------------------------------------------------------------
Global Home Products LLC and its debtor-affiliates filed with the
U.S. Bankruptcy Court for the District of Delaware their Joint
Chapter 11 Plan of Reorganization and an accompanying Disclosure
Statement explaining that Plan.

The Debtor tells the Court that the Plan is the product of
extensive negotiations with their key creditor constituencies,
including the Official Committee of Unsecured Creditors.

The Plan, the Debtors say, is predicated on the contribution of:

    * cash by Global Home Products Investors, LLC, the entity that
      holds 97.75% of the equity security interests of Global Home
      Products, LLC, for distribution to creditors; and

    * cash held by the Reorganized Debtors that constitutes
      collateral for Madeleine's Secured Claim on the effective
      date of the Plan.

The cash contributed by GHPI and cash held by the Reorganized
Debtors will constitute the cash at the effective date of the
plan.

The Debtors tell the Court that GHPI will contribute $8,5000,000
on the effective date for pro rata distributions.  Of this amount,
$1,000,000 will be distributed for general unsecured creditors
while $3,500,000 will be for 503(b)(9) claims.  The remaining
$4,000,000 will be used to satisfy Administrative Claims and
Priority Claims.

                       Treatment of Claims

Under the plan, Administrative Claims, Professional Fee Claims,
Priority Tax Claims, and Non-Tax Priority Claims will be paid in
full.

The Secured Claim of Madeleine LLC, estimated at $301,824,678,
will remain secured by substantial all of the Reorganized Debtors'
assets to the same extent and validity as existed prior to the
effective date of the plan pursuant to the Madeleine Loan
Agreement.

Holders of 503(b)(9) Claims will receive a pro rata share of
$3,500,000 of the effective date cash.  Court records show that
503(b)(9) Claims amount to $10,000,000.

General Unsecured Creditors, with claims estimated between
$80,000,000 and $100,000,000, will receive their:

    (a) pro rata share of remaining proceeds from the $1 million
        of effective date cash; and

    (b) pro rata share of 18% of any Net Chapter 5 Claims
        Recoveries recovered by the Reorganized Debtors.

The Debtors estimate general unsecured creditors to recover
between 1 to 1.5% of their claims.

GHPI Equity Interests will not be altered under the plan.  Non-
GHPI Equity Interests however will be offered the right to
subscribe to a rights offering to purchase and retain their
existing Non-GHPI Equity Interests.  The Holders of Subsidiary
Equity Interests will retain their rights.

Holders of Cancelled Options and Warrants will not receive
anything under the Plan.

                        About Global Home

Headquartered in Westerville, Ohio, Global Home Products LLC
-- http://www.anchorhocking.com/and http://www.burnesgroup.com/      
-- sells houseware and home products and manufactures high
quality glass products for consumers and the food services
industry.  The company also designs and markets photo frames,
photo albums and related home decor products.  The company and
16 of its affiliates, including Burnes Puerto Rico, Inc., and
Mirro Puerto Rico, Inc., filed for Chapter 11 protection on
April 10, 2006 (Bankr. D. Del. Case No. Lead 06-10340).

Laura Davis Jones, Esq., David Bertenthal, Esq., Bruce Grohsgal,
Esq., and Joshua Fried, Esq, at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors.  Attorneys at Dinsmore & Shohl, LLP, and
Frost Brown Todd LCC are the Debtors' special counsel.  Epiq
Bankruptcy Solutions, LLC acts as the Debtors' claims agent.

Ronald F. Stengel, Conway Del Genio Gries & Co., LLC, is the
Debtors' chief restructuring officer.  Plante & Moran is the
Debtors' 401(k) plan auditors.  PricewaterhouseCoopers LLP and
Deloitte Tax LLP provide tax services.  Houlihan Lokey Howard &
Zukin Capital is Debtors' the investment bankers while Johnson
Associates Inc. is the special compensation advisor

Sharon Levine, Esq., and Bruce Buechler, Esq., at Lowenstein
Sandler PC; and David M. Fournier, Esq., at Pepper Hamilton LLP,
represent the Official Committee of Unsecured Creditors.  
Attorneys at Basham, Ringer y Correa, SC is the Committee's
special counsel.  Huron Consulting Services LLC acts as the
Committee's financial advisors.

Jesse H. Austin, III, Esq., at Paul, Hastings, Janofsky & Walker
LLP, and Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell LLP, represent Medeleine LLC.  Global Home Products
Investors LLC, Cerberus Partners, LP, and Cerberus Capital
Management, LP, is represented in these bankruptcy proceedings by
Lawrence V. Gelber, Esq., and Sophie S. Kim, Esq., at Schulte Roth
& Zabel LLP; and Adam G. Landis, Esq., and Kerri Mumford, Esq., at
Landis Rath & Cobb LLP.


GMAC 2005-C1: Declining Value Cues Fitch's Negative Watch
---------------------------------------------------------
Fitch Ratings placed these classes of GMAC 2005-C1 commercial
mortgage pass-through certificates on Rating Watch Negative:

   -- $20 million class H 'BBB-';
   -- $6 million class J 'BB+';
   -- $6 million class K 'BB';
   -- $8 million class L 'BB-';
   -- $4 million class M 'B+';
   -- $4 million class N 'B';
   -- $4 million class O 'B-/DR1'

The classes have been placed on Rating Watch Negative due to a
significant decline in value of the largest specially serviced
loan.  Currently there are four loans (3.56%) in special
servicing.  The largest specially serviced asset (1.65%) is
secured by a parking garage in Detroit, Michigan.  The special
servicer is currently in the process of taking title to the asset.  
The asset has had a significant decline in occupancy since Fitch's
last rating action.


GMAC LLC: Subsidiary Downsizing Cues S&P's Negative Watch
---------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on GMAC LLC,
including its 'BB+/B-1' counterparty credit rating, on CreditWatch
with negative implications.
      
"The CreditWatch action follows the announcement of GMAC's 100%
owned subsidiary, Residential Capital LLC (BBB-/Watch Neg/A-3), of
a significant downsizing of its operations," said Standard &
Poor's credit analyst John K. Bartko.  "The plan includes an
employee reduction of approximately 3,000 or 25% of the total
headcount.  Additionally, the cost of the reduction, which will be
reflected as a fourth-quarter 2007 charge on Residential Capital
LLC's books, will be approximately $100 million."
     
Residential Capital LLC has historically been a significant
contributor to GMAC's operating performance.  However, recent
market conditions have increasingly pressured operations at
Residential Capital LLC, which has reported sizable losses in each
of the previous three quarters.
     
Though Residential Capital LLC's downsizing of its business may
represent a prudent move over the longer term, the decision to
contract the business and our own concerns about the near and
longer term prospects for Residential Capital LLC prompted the
placement of GMAC's and Residential Capital LLC's ratings on
CreditWatch.  In the near term, our concerns have grown regarding
the reduced probability of improvement in third-quarter results
versus those of the second quarter for Residential Capital LLC.  
This concern is driven by results to date of other lenders in the
mortgage business, which have reflected both credit- and market-
related charges and marks.  S&P also considered its own
expectations of continued weakness in the housing and mortgage
markets through the rest of 2007 and into 2008, and hence ongoing
pressure on Residential Capital LLC business over the intermediate
term.
     
Finally, S&P are concerned about increasing uncertainty
surrounding Residential Capital LLC's downsized business model, as
it would be challenging for Residential Capital LLC to earn a
satisfactory return by increasing its focus on higher quality,
lower yielding asset types with funding dependence on the
collateralized capital markets.
      
"Resolution of the CreditWatch listing will be driven by third-
quarter results and company expectations for future results," Mr.
Bartko said.


GREEN TREE: S&P Puts Default Ratings on Eight Housing Trusts
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes from eight Green Tree-related manufactured housing trusts
to 'D' from 'CCC-'.
     
The lowered ratings reflect the reduced likelihood that investors
will receive timely interest and the ultimate repayment of their
original principal investment.  All eight classes reported
outstanding liquidation loss interest
shortfalls on their recent payment dates.
     
Standard & Poor's believes that interest shortfalls for these
transactions will continue to be prevalent in the future, given
the adverse performance trends displayed by the underlying pools
of collateral, as well as the location of class write-down
interest at the bottom of each transaction's payment priorities.
     
Standard & Poor's will continue to monitor the other outstanding
ratings associated with these transactions in anticipation of
future defaults.
    
    
                       Ratings Lowered
    
       Green Tree Financial Corp. Man Hsg Trust 1996-5

                                Rating
                                ------
                     Class   To        From
                     -----   --        ----
                     B-1     D         CCC-
    
        Green Tree Financial Corp. Man Hsg Trust 1997-4

                                Rating
                                ------
                     Class   To        From
                     -----   --        ----
                     B-1     D         CCC-
    
        Green Tree Financial Corp. Man Hsg Trust 1997-6

                                Rating
                                ------
                     Class   To        From
                     -----   --        ----
                     B-1     D         CCC-
    
        Green Tree Financial Corp. Man Hsg Trust 1997-7

                                 Rating
                                 ------
                     Class   To        From
                     -----   --        ----
                     B-1     D         CCC-
    
  Manufactured Housing Contract Sr/Sub Pass-Thru Trust 1999-4

                                Rating
                                ------
                     Class   To        From
                     -----   --        ----
                     M-1     D         CCC-
    
      Manufactured Housing Contract Sr/Sub Pass-Thru Cert
                          Series 2000-5

                                Rating
                                ------
                     Class   To        From
                     -----   --        ----
                     M-1     D         CCC-

       Manufactured Housing Contract Sr/Sub Pass-Thru Cert
                          Series 2000-6

                                Rating
                                ------
                     Class   To        From
                     -----   --        ----
                     M-1     D         CCC-

      Manufactured Housing Contract Sr/Sub Pass-Thru Cert
                          Series 2001-1
           
                                Rating
                                ------
                     Class   To        From
                     -----   --        ----
                     M-1     D         CCC-


GSAMP TRUST: Overcollateralization Cues Moody's Ratings Review
--------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
eleven classes of certificates from four deals issued by GSAMP
Trust in 2002 and 2004.  

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to expected losses.  GSAMP Trust 2002-HE is backed by
subprime, fixed and adjustable-rate mortgage loans. The small pool
factor of less than 6% combined with a high pipeline of seriously
delinquent loans has caused the protection available to those
tranches to be diminished.

As of September 2007, there was $682,077 of overcollateralization
for a balance of $1,856,634 loans in Foreclosure and $2,223,183
loans in REO.  Moody's does not expect the Aaa rating on the Class
M-1 from this deal to move more than three notches (as low as
Aa3).  GSAMP Trust 2004-HE1 and GSAMP Trust 2004-HE2 are backed by
subprime, fixed and adjustable-rate mortgage loans.  GSAMP Trust
2004-SEA2 is backed by subprime, fixed-rate seasoned mortgage
loans.

Complete rating actions are as:

Issuer: GSAMP Trust, Mortgage Pass-Though Certificates, Series
2002-HE

   -- Class M-1, current rating Aaa, under review for possible
      downgrade;

   -- Class M-2, current rating A2, under review for possible
      downgrade;

   -- Class B-1, current rating Ba2, under review for possible
      downgrade;

   -- Class B-2, current rating B1, under review for possible
      downgrade;

Issuer: GSAMP Trust, Mortgage Pass-Through Certificates, Series
2004-HE1

   -- Class B-2, current rating Baa3, under review for possible
      downgrade;

   -- Class B-1, current rating Baa2, under review for possible
      downgrade;

Issuer: GSAMP Trust, Mortgage Pass-Through Certificates, Series
2004-HE2

   -- Class B-4, current rating Ba2, under review for possible
      downgrade;

Issuer: GSAMP Trust, Mortgage Pass-Through Certificates, Series
2004-SEA2

   -- Class M-2, current rating Baa2, under review for possible
      downgrade;

   -- Class M-3, current rating Ba2, under review for possible
      downgrade;

   -- Class M-4, current rating B3, under review for possible
      downgrade;

   -- Class M-5, current rating Caa2, under review for possible
      downgrade


HALO TECHNOLOGY: Cash Collateral Hearing Slated for October 31
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut is
set to convene a hearing on Oct. 31, 2007, to consider Halo
Technology Holdings Inc. and its debtor-affiliates' request to
use their lenders' cash collateral, Bill Rochelle of Bloomberg
News reports.

Fortress Credit Corp., a first priority secured lender,
opposes the Debtors' request arguing that Halo's four operating
subsidiaries are profitable, Bloomberg News relates.

Fortress also demanded the Debtors to stop paying $90,000 a month
to four executives and four other employees on top of cutting off
$10,000 in monthly rent, the source says.

Moreover, Bloomberg News adds, Fortress object to the use of cash
collateral for payment of fees to lawyers for the Official
Committee of Unsecured Creditors.

As reported in the Troubled Company Reporter on Oct. 12, 2007,
the Debtors sought Court authority to obtain $300,000 in
postpetition financing from SQMaze LLC.

In their motion, the Debtors stated that if approved, the loan
agreement will provide adequate protection to SQMaze's security
and interest liens, subject and subordinate to the valid perfected
liens of Fortress Capital in all of the Debtors' assets.  

In addition, the loan agreement states that the Debtors will
negotiate a sale to SQMaze of their majority interest in Kenosia
Corporation, pending Court approval of a plan of reorganization.

The Debtors said they need the financing because several operating
and economic factors have reduced their income and cash flow which
were used to fund their daily expenses.

The Debtors also said they will use the funds to pay rent and
salaries; purchase supplies; and finance other working capital
needs.

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


HARRAH'S ENTERTAINMENT: Gets NJCCC Okay on Apollo and TPG Buyout
----------------------------------------------------------------
Harrah's Entertainment Inc. received approval from the New Jersey
Casino Control Commission for the proposed acquisition of Harrah's
by affiliates of Apollo Management L.P. and TPG Capital.

The transaction remains subject to approval by other jurisdictions
in which Harrah's subsidiaries operate and other conditions to
closing set forth in the agreement and plan of merger entered into
on Dec. 19, 2006.     
    
"We're pleased by the review and approval of the New Jersey Casino
Control Commission for the proposed acquisition of Harrah's
Entertainment," Gary Loveman, chairman, CEO and president of
Harrah's Entertainment Inc., said.  

"This transaction with Apollo Management and TPG Capital allows
Harrah's to continue its emphasis on growth and in providing the
best guest experience throughout our network of gaming
destinations.  The New Jersey marketplace is dynamic and vitally
important to Harrah's future success," Mr. Loveman added.
    
                  About Apollo Management L.P.

Based in New York, Apollo Management L.P. is a private equity L.P.
firm, founded in 1990 by Leon Black (Apollo Advisors).  It also
has offices in Los Angeles and London.  It has invested over
$16 billion in companies inside and outside the of the United
States.

                       About TPG Capital

Headquartered in Fort Worth, Texas, TPG Capital, also known as
Texas Pacific Group -- http://www.texaspacificgroup.com/-- has  
staked its claim on the buyout frontier.  The company, which does
not get involved in the day-to-day operations of the companies in
which it invests, usually holds onto an investment for at least
five years, although consistent moneymakers may be kept
indefinitely.

                 About Harrah's Entertainment
   
Headquartered in Las Vegas, Nevada, Harrah's Entertainment
Inc.(NYSE: HET) -- http://www.harrahs.com/-- has grown through   
development of new properties, expansions and acquisitions, and
now owns or manages casino resorts on four continents and hosts
over 100 million visitors per year.  The company's properties
operate under the Harrah's, Caesars and Horseshoe brand names;
Harrah's also owns the London Clubs International family of
casinos and the World Series of Poker. Harrah's also owns the
London Clubs International family of casinos.

                          *     *     *

Standard & Poor's placed Harrah's Entertainment Inc.'s long term
foreign and local issuer credit ratings at "BB" in December 2006,
which ratings still hold to date.


HEALTHCARE PARTNERS: S&P Lifts Senior Secured Debt Rating to BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' counterparty
credit rating on HealthCare Partners LLC and revised its outlook
to positive from stable.  
     
At the same time, Standard & Poor's raised its senior secured debt
issue ratings on HealthCare's senior secured credit facilities to
'BB+' from 'BB'.
     
Standard & Poor's also assigned recovery ratings of '2',
indicating the expectation for substantial recovery to
HealthCare's senior secured credit facilities, which consist of a
$15 million revolving credit facility due 2011 and an outstanding
$260 million term loan due 2013.  Proceeds from the term loan were
used primarily to fund HealthCare's acquisition of JSA Holdings
Inc., which closed in October 2006.
      
"The senior secured debt ratings were raised in connection with
the recovery assignments," noted Standard & Poor's credit analyst
Joseph Marinucci.  "The revised outlook reflects HealthCare's
growing market scale, improving financial condition, and
strengthening competitive position."  Operating performance is
benefiting from effective care management initiatives that are
partly attributed to the successful rollout of its electronic
medical records project as well as its generally well-managed
acquisition and integration of JSA, which is serving to better
diversify its business profile.
      
"The affirmation reflects the stability of HealthCare's core
business profile in southern California, strong profitability
overall, and the company's relatively modest financial leverage
position relative to cash flow," Mr. Marinucci added.  Offsetting
factors include very modest core market member growth, a
significant level of intangibles relative to shareholder equity,
and the inherent financial and operational risks associated with
its acquisition-based growth strategy.
     
The counterparty credit rating on HealthCare could be raised by
one or two notches if the company maintains earnings consistency,
continues to build equity, and prudently manages its risk
tolerance for prospective deals.  Conversely, the ratings and/or
outlook could be downwardly revised if the
company announces a significant deal or materially alters its
capital structure in a way that increases debt and decreases
equity.
     
For the years ended 2007 and 2008, revenue is expected is expected
to be $1.2 billion-$1.3 billion and $1.3 billion-
$1.4 billion (barring acquisitions), respectively, and members
served is expected to be 450,000–470,000.  If HealthCare meets our
earnings expectations, pretax income would exceed 10%, and
financial leverage and interest coverage would be considered
conservative for the rating category at 1.0x-1.5x and 10x-12x,
respectively.


HOST HOTELS: Substantial Improvements Cue Fitch to Lift Ratings
---------------------------------------------------------------
Fitch Ratings upgraded these ratings of Host Hotels & Resorts,
Inc. and its principal operating subsidiary, Host Hotels & Resorts
L.P.:

Host Hotels & Resorts Inc.:

   -- Issuer Default Rating to 'BB+' from 'BB';
   -- Preferred Stock to 'BB' from 'B+'

Host Hotels & Resorts L.P.:

   -- IDR to 'BB+' from 'BB';
   -- Bank credit facility to 'BB+' from 'BB';
   -- Senior unsecured notes to 'BB+' from 'BB';
   -- Exchangeable senior unsecured debentures to 'BB+'
      from 'BB'

Fitch's rating action affects about $4.2 billion of securities.
The rating outlook is stable.

Fitch's upgrades center on substantial improvements in Host's
credit metrics over the past year.  Host's debt-to-recurring
EBITDA ratio has decreased due to a variety of factors including
the consideration offered in connection with the April 2006
Starwood Hotels & Resorts Worldwide Inc. asset transaction, common
stock offerings in March and July 2007, and increases in EBITDA in
2007 resulting from revenue per available room and average daily
rate growth.  Fitch debt-to-recurring EBITDA for the twelve months
ending Sept. 7, 2007 was 4x, a level appropriate for the 'BB+'
senior unsecured debt rating.

Host's credit profile also improved with respect to debt service
coverage ratios.  The company's fixed charge coverage ratio was
2.5x for the twelve months period ended
Sept. 7, 2007, due to solid operating performance in multiple
regions such as the mid-Atlantic (including Philadelphia and New
York City) and the Mountain region (including Denver).  In recent
quarters, healthy demand among both transient business travelers
and leisure travelers has contributed to positive operating
results for Host.

For all operating hotels, RevPAR was up 6.8% for the year-to-date-
period ended Sept. 7, 2007 when compared to the same period one
year prior, while ADR was up 6.4% during that period on a year-
over-year basis.  Additionally, rising food and beverage revenues
and lower operating expenses have strengthened the company's
ability to cover its fixed charges.

Furthermore, Host's liquidity position has improved in 2007. Fitch
views favorably the fact that Host prepaid mortgage debt on
several properties in April 2007 and defeased a commercial
mortgage-backed securities loan secured by eight properties in May
2007.  Fitch estimates that Host's unencumbered asset coverage of
unsecured debt was 2.7x as of Sept. 7, 2007, appropriate for a
'BB+' rated lodging Real Estate Investment Trust.  Moreover, as of
Sept. 7, 2007, the company had full capacity under its $600
million bank facility and $559 million of cash on hand.

While Fitch's upgrades point to several of Host's credit
strengths, Fitch acknowledges several offsetting factors. Namely,
by definition, Host's business is focused on a historically
volatile property type relative to other commercial real estate
asset classes.  In addition, the company's sizeable capital
expenditure program may temper fixed charge coverage ratios in the
near term.  Finally, Fitch notes the company's brand concentration
with respect to revenues from Marriott brand hotels, as well as a
relatively short operating history with assets acquired from
Starwood.

The one-notch difference between Host L.P.'s senior debt rating
and Host's preferred stock rating is supported by the fact that
Host's preferred stock ($100 million as of Sept. 7, 2007) is a
relatively small component of undepreciated book capital.
Therefore, differences between subordination levels of senior
unsecured debt and preferred stock are quite low, and Fitch
believes that probability of default on Host L.P.'s senior debt is
slightly lower than probability of default on Host's preferred
stock.

The stable rating outlook reflects Fitch's favorable industry
supply/demand outlook for at least the next 18-to- 24 months,
which should bode well for Host to continue to achieve solid
RevPAR growth.

As Host moves up the credit curve, Fitch will look for Host to
perform well to the extent that hotel demand continues to be
robust and to the extent that the hotel operating environment
remains favorable.  In addition, during the coming reporting
periods, Fitch will look for Host to manage unencumbered asset
coverage of unsecured debt to levels recently demonstrated.

Finally, Fitch will closely monitor whether Host continues to
maintain healthy liquidity from its credit facility and cash on
hand.  The encumbering of operating properties or a material
incurrence of on-balance sheet secured debt would likely hinder
the company's ability to become investment-grade.  In addition,
Host's credit ratings may come under pressure if the company
initiates a sizeable debt-funded share repurchase program that
increases leverage.

Host is a Bethesda, MD-based S&P 500 company with $11.8 billion in
total book assets as of Sept. 7, 2007.  The company, which is
taxed as a REIT, owns 121 hotel properties, including 114
properties throughout several regions of the U.S., four properties
in Canada, two properties in Chile, and one property in Mexico.  
The company owned approximately 64,000 rooms as of Sept. 7, 2007.  
Additionally, Host L.P. has a minority interest in a joint venture
with Stichting Pensioenfonds ABP and an affiliate of GIC Real
Estate Pte Ltd.  The JV owns 10 properties in Europe (including
Spain, Italy, England, Poland and Belgium) with 3,177 rooms and 57
apartments.


HUSKY ENERGY: Earns $769 Million in Third Quarter Ended Sept. 30
----------------------------------------------------------------
Husky Energy Inc. reported net earnings of $769 million in the
third quarter of 2007, an increase of 13% compared with
$682 million in the same quarter of 2006.  Cash flow from
operations in the third quarter was $1.4 billion, a 16% increase
compared with $1.2 billion in the same quarter of 2006.  Sales and
operating revenues, net of royalties, were $4.4 billion in the
third quarter of 2007, up 27% compared with $3.4 billion in the
third quarter of 2006.

"We are very pleased with the results for the third quarter.  Net
earnings and cash flow reflect the strong performance of the White
Rose oil field and contribution from the U.S. refining
operations," said Mr. John C.S. Lau, resident & chief executive
officer.  "The acquisition of the 165,000 barrel per day U.S.
refinery at Lima, Ohio gives Husky upgrading and refining
integration with its upstream oil production."

                     Third Quarter Production

Production in the third quarter of 2007 averaged 369,900 barrels
of oil equivalent per day, compared with 364,700 barrels of oil
equivalent per day in the third quarter of 2006.  Total crude oil
and natural gas liquids production was 266,500 barrels per day and
natural gas production was 620.1 million cubic feet per day.

Production at the White Rose oil field in the third quarter
averaged gross 110,000 barrels per day (Husky's share 79,200
barrels per day), reflecting a 16-day planned turnaround completed
in July.  During the third quarter, Husky negotiated an agreement
in principle with the Government of Newfoundland and Labrador
regarding fiscal terms for the satellite developments.  Under the
proposed agreement, the government confirmed its adherence to the
generic fiscal terms for the existing White Rose project.

                   Acquisition of Lima Refinery

Effective July 1, 2007, Husky completed its acquisition of the
Lima refinery at a purchase price of $1.9 billion plus net working
capital.  An additional $540 million was paid for the estimated
cost of feedstock and product inventory.  

For the first nine months of 2007, Husky's net earnings were
$2.1 billion, compared with $2.2 billion for the same period in
2006.  The decrease in net earnings in the first nine months of
2007 resulted primarily from the effect of tax rate reductions of
$328 million recorded in 2006.  Earnings before income taxes were
$3.1 billion in the first nine months of 2007 compared with
$2.7 billion in the first nine months of 2006.  Cash flow from
operations for the first nine months of 2007 was $4.0 billion,
compared with $3.3 billion for the same period in 2006.

                   First Nine Months Production

Production in the first nine months of 2007 was 379,600 barrels of
oil equivalent per day, compared with 354,100 barrels of oil
equivalent per day in the same period in 2006.  Total crude oil
and natural gas liquids production was 275,400 barrels per day,
compared with 241,500 barrels per day during the first nine months
of 2006.  Natural gas production was 625.2 million cubic feet per
day, compared with 675.7 million cubic feet per day in the first
nine months of 2006.

           Initial Public Offering in the United States

During the quarter, Husky completed a successful public offering
in the United States of $300 million of 6.20% 10-year notes due
Sept. 15, 2017, and $450 million of 6.80% 30-year notes due
September 15, 2037.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$20.7 billion in total assets, $9.8 billion in total liabilities,
and $10.9 billion in total shareholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $2.5 billion in total current
assets available to pay $2.8 billion in total current liabilities.

                        About Husky Energy

Headquartered in Calgary, Alberta, Husky Energy Inc. (TSE: HSE) --
http://www.huskyenergy.ca/-- is one of Canada's largest energy
and energy-related companies.  The company has almost $18 billion
in assets and employs about 4,000 employees.

                          *     *     *

Husky Energy Inc.'s junior subordinated debt still carries Moody's
Investors Services Ba1 rating.  Moody's placed the rating on
April 25, 2001, with a stable outlook.


I-5 SOCIAL: U.S. Trustee Sets Section 341(a) Meeting on November 2
------------------------------------------------------------------
The United States Trustee for Region 17 will hold a meeting of
creditors in I-5 Social Services Corporation's chapter 11
bankruptcy cases at 10:00 a.m. on Nov. 2, 2007, at Fresno Meeting
Room 1452, 2500 Tulare Street in Fresno, California.

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

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

Fresno, California-based I-5 Social Services Corporation --
http://www.i5ssc.org/-- is a private nonprofit organization that  
aims to increase resources in rural communities throughout the
State of California, through business enterprises and partnerships
that create childcare, economic development, education,
employment, health, housing and other social programs and
services.

The Debtor filed for chapter 11 bankruptcy protection on Sept. 25,
2007 (Bankr. E.D. Calif. Case No. 07-13032).  T. Scott Belden,
Esq. represents the Debtor in its restructuring efforts.  The
Debtor listed assets of $14,539,915 and debts of $9,640,808 when
it filed for bankruptcy.


IMPLANT SCIENCES: UHY LLP Expresses Going Concern Doubt
-------------------------------------------------------  
UHY LLP raised substantial doubt about Implant Sciences
Corporation's ability to continue as a going concern after it
audited the company's financial statements for the fiscal year
ended June 30, 2007.  The auditing firm pointed to the company's
recurring losses from operations.

The company posted a $10,688,000 net loss on $15,432,000 of total
revenues for the year ended June 30, 2007, as compared with a
$7,084,000 net loss on $18,074,000 of total revenues in the prior
year.

At June 30, 2007, the company's balance sheet showed $19,600,000
in total assets, $6,165,000 in total liabilities, $2,989,000 in
total commitment and contingencies and $10,446,000 in total
stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2451

                      About Implant Sciences

Based in Wakefield, Massachusetts, Implant Sciences Corporation --
http://www.implantsciences.com/-- develops, manufactures, and   
markets products for the medical device and explosives detection
industry.  Its core technology involves ion implantation and thin
film coatings of radioactive and nonradioactive materials. The
company manufactures and sells I-Plant Iodine-125 radioactive seed
for the treatment of prostate cancer, and Ytterbium-192 for breast
cancer therapy.  It also provides surface engineering technology
to manufacturers of orthopedic hip and knee total joint
replacements.  The company has a strategic alliance with Rapiscan
Systems, Inc. for the manufacture and sale of explosives detection
equipment on a private label basis.


ISOTIS INC: 93% of Shares Back the Integra Lifesciences Merger
--------------------------------------------------------------
IsoTis Inc. delivered interim tabulation results of the special
stockholders meeting held on Oct. 11, 2007 and adjourned to
Oct. 23, 2007.  The votes "for" the merger represented 93% of the
total number of approximately 2,753,000 votes cast prior to
Oct. 11, 2007.

On Oct. 12, 2007, the number of shares represented at the
meeting was insufficient to establish the quorum of 3,549,615
shares necessary to approve the proposed merger.  

Prior to Oct. 11, 2007, approximately 2,555,000 shares, 36% of the
shares entitled to vote, voted for the merger with Integra
LifeSciences Holdings Corporation, pursuant to an agreement and
plan of merger dated as of Aug 6, 2007.
    
The special stockholders meeting was adjourned to Oct. 23, 2007,
at 7.30 a.m. Pacific time.  It will be held at:

     Latham & Watkins LLP Office
     Suite 2000
     650 Town Center Drive
     Costa Mesa, CA
    
Many of the shares have not been voted since the majority of
IsoTis' stockholder base resides outside the United States of
America and includes thousands of Swiss and Dutch private
individuals.  
    
The adjournment of the meeting will provide these and other IsoTis
stockholders additional time to vote their shares.  It will also
allow their Swiss and Dutch banks and brokers to be more effective
informing these stockholders about the transaction, and to take
and pass on their votes to the US custodian banks.

Approximately 999,000 additional shares voting in favor of the
proposed transaction are necessary to approve the Integra
acquisition.
    
The IsoTis board of directors believes 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 LifeSciences Holdings

Based in Plainsboro, New Jersey, Integra LifeSciences Holdings
Corp. (NASDAQ:IART) -- http://www.integra-ls.com/-- is an  
integrated medical device company involved in regenerative
medicine.  The company is engaged in the development,
manufacturing and marketing of surgical implants and medical
instruments. These products include both implants for
neurosurgery, spinal surgery, reconstructive surgery and medical
surgical equipment.

                       About IsoTis Inc.

Headquartered in Irvine, California, IsoTis Inc. (NASDAQ:ISOT) --
http://www.isotis.com/-- is an orthobiologics company that  
develops, manufactures and markets products for the treatment of
musculoskeletal diseases and disorders.  IsoTis' business and
operations consists solely of the business and operations of
IsoTis S.A., its 90.46%-owned subsidiary.  The company's
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 fusion, joint replacement and trauma
procedures.  The company's portfolio of products includes two
categories of bone graft substitute materials: products based on
its Accell technology and traditional bone graft substitute
products, which do not incorporate the Accell process.

On Aug. 7, 2007 Integra and IsoTis 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.


J.P. MORGAN: Moody's Holds Low-B Ratings on Two Cert. Classes
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed the ratings of eight classes of J.P. Morgan Commercial
Mortgage Finance Corp., Mortgage Pass-Through Certificates, Series
1999-C8 as:

   -- Class A2, $296,429,109, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $36,575,000, affirmed at Aaa
   -- Class C, $32,918,000, affirmed at Aaa
   -- Class D, $14,630,000, upgraded to Aaa from Aa2
   -- Class E, $25,603,000, upgraded to A2 from A3
   -- Class F, $10,972,000, affirmed at Baa1
   -- Class G, $16,459,000, affirmed at Ba3
   -- Class H, $20,116,000, affirmed at B3
   -- Class J, $14,766,267, affirmed at C

As of the Sept. 17, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 36% to $468.5
million from $731.5 million at securitization.  The certificates
are collateralized by 93 mortgage loans ranging in size from less
than 1% to 11.2% of the pool, with the top 10 loans representing
30.2% of the pool.

Twenty-five loans, representing 32.9% of the pool, have defeased
and have been replaced with U.S. Government securities.  The
defeased loans include the largest loan -- Mills Corp Pool I
($52.7 million - 11.2%).  Ten loans have been liquidated from the
pool, resulting in an aggregate realized loss of about $31.1
million.  Realized losses have resulted in the elimination of the
Class K and about $9 million of losses to Class J.  One loan,
representing 4.7% of the pool, is in special servicing.  Moody's
is estimating an approximate loss of $2 million from this
specially serviced loan.  Seventeen loans, representing 17.1% of
the pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2006 operating results for
89.3% of the pool.  Moody's loan to value ratio is 83.1%, compared
to 81% at Moody's last full review in July 2006 and compared to
87.5% at securitization.  Moody's is upgrading Classes D and E due
to an increased percentage of defeased loans and improved credit
enhancement.

The three largest non-defeased loans represent 12.1% of the
outstanding pool balance.  The largest loan is the Woodfield
Gardens Apartments Loan ($22 million - 4.7%), which is secured by
a 692-unit apartment complex located in Rolling Meadows, a suburb
of Chicago, Illinois.  The loan was transferred to the special
servicer in May 2007 due to delinquency.  According to the special
servicer, the property was slated for a condominium conversion
that never occurred.  As of May 2007 occupancy was 83%.  Moody's
LTV is in excess of 100%, the same as at last review and compared
to 91% at securitization.

The second largest loan is the Madison Concourse Hotel Loan ($18.4
million - 3.9%), which is secured by a 356-room full service hotel
located in Madison, Wisconsin.  RevPAR for calendar year 2006 was
$61.83, compared to $69.86 at securitization.  The loan amortizes
on a 25-year schedule. Moody's LTV is 82.4%, compared to 83.4% at
securitization.

The third largest loan is the Vartan Building Loan
($16.5 million - 3.5%), which is secured by a 206,000 square foot
Class A office building located in Harrisburg, Pennsylvania.  The
property is 100% occupied by Synertech Health Systems Solutions
Inc. through September 2016.  Moody's LTV is 80.2%, compared to
82.1% at last review and compared to 87% at securitization.


JAYS FOODS: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Jays Foods, Inc.
             c/o Ubiquity Brands, L.L.C.
             10 South Wacker Drive, Suite 3450
             Chicago, IL 60606

Bankruptcy Case No.: 07-18768

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------

        Select Snacks, Inc.                        07-18769

Type of Business: The Debtors sell confectionery products in
                  wholesale and manufactures snack chip products.

                  See http://www.jaysfoods.com/

Chapter 11 Petition Date: October 11, 2007

Court: Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

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

                           Estimated Assets       Estimated Debts
                           ----------------       ---------------

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

Select Snacks, Inc.       $10 Million to         $10 Million to
                          $50 Million            $50 Million

Debtors' Consolidated List of its 30 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------

Wyandot, Inc.                  Trade debt             $1,382,936
135 Wyandot Avenue
Marion, OH 43302

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

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

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

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

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

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

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

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

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

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

Premier Technology, Inc.       Trade debt               $231,779

Evans Food Products Co.        Trade debt               $215,909

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

Stevenson, Inc.                Trade debt               $188,792

Manpower                       Trade debt               $185,552

Transervice Lease Corp.        Trade debt               $145,775

Surestaff, Inc.                Trade debt               $128,445

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

Blackhawk Energy Services      Trade debt               $115,340

Oneida Potato Exchange         Trade debt               $103,612

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

Packaging Products Corp.       Trade debt               $101,182

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

Fischer Food Grade             Trade debt                $97,521

Acclaim Packing & Assembly     Trade debt                $96,598

Campbell Soup Company          Trade debt                $95,610

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

Crooks Farms                   Trade debt                $92,162

Weyerhaeuser Paper Co.         Trade debt                $84,004


KELLWOOD CO: Weak Business Trends Prompt S&P to Lower Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on St. Louis, Missuori-based women's apparel
designer and marketer Kellwood Co. to 'BB-' from 'BB'.  At the
same time, Standard & Poor's lowered the senior unsecured debt
rating to 'BB-' from 'BB'.  The ratings remain on CreditWatch,
where they were placed with negative implications on Sept. 19,
2007, following Kellwood's announcement that it received a
nonbinding, unsolicited proposal from Sun Capital Securities Group
LLC indicating interest in acquiring all of Kellwood's outstanding
shares.
     
"The downgrade reflects the company's continued weak underlying
business trends, and the tougher operating environment at retail,
as well as credit measures that are weak for the 'BB' rating,"
said Standard & Poor's credit analyst Susan Ding.
     
Although the company announced today that it initially rejected
Sun Capital's unsolicited acquisition bid, the ratings remain on
CreditWatch.  "We will continue to monitor related events as they
arise over the near term, including any revised or counteroffers,"
said Ms. Ding.
     
The ratings on Kellwood reflect the company's participation in the
highly competitive apparel industry, its exposure to changing
consumer preferences, its below-average operating margins, its
significant concentration in the declining moderately priced
women's apparel segment, and its acquisitiveness.  Mitigating
factors include the company's position as a major supplier of
branded and private-label apparel, and its diverse distribution
channels.


LASALLE COMMERCIAL: Moody's Junks Rating on $1.2MM Class M Certs.
-----------------------------------------------------------------
Moody's Investors Service downgraded the rating of one class and
affirmed the ratings of 12 classes of LaSalle Commercial Mortgage
Securities, Inc., Commercial Mortgage Pass-Through Certificates,
Series 2006-MF3 as:

   -- Class A, $404,622,238, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $8,019,000, affirmed at Aa2
   -- Class C, $12,953,000, affirmed at A2
   -- Class D, $8,018,000, affirmed at Baa1
   -- Class E, $3,701,000, affirmed at Baa2
   -- Class F, $4,935,000, affirmed at Baa3
   -- Class G, $6,784,000, affirmed at Ba1
   -- Class H, $2,468,000, affirmed at Ba2
   -- Class J, $1,850,000, affirmed at Ba3
   -- Class K, $1,234,000, affirmed at B1
   -- Class L, $2,467,000, affirmed at B2
   -- Class M, $1,233,000, downgraded to Caa1 from B3

As of the Sept. 20, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 5.6% to
$465.7 million from $493.4 million at securitization.  The
certificates are collateralized by 424 mortgage loans ranging in
size from less than 1% to 1.1% of the pool, with the top 10 loans
representing 9% of the pool.  No loans were defeased or liquidated
from the trust.

One hundred and thirty-five loans, representing 31.8% of the pool,
are on the master servicer's watchlist.  Seventeen loans,
representing 3.7% of the pool, are in special servicing. Moody's
is estimating about $3 million of losses from all of the specially
serviced loans.  Moody's is downgrading Class M due to the large
number of specially serviced loans and the projected losses.  
Moody's will continue to monitor this transaction closely.


LASALLE COMMERCIAL: Moody's Holds Low-B Ratings on 5 Cert. Classes
------------------------------------------------------------------
Moody's Investors Service downgraded the rating of one class and
affirmed the ratings of 12 classes of LaSalle Commercial Mortgage
Securities, Inc., Commercial Mortgage Pass-Through Certificates,
Series 2006-MF2 as:

   -- Class A, $385,612,213, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $8,745,000, affirmed at Aa2
   -- Class C, $12,493,000, affirmed at A2
   -- Class D, $8,120,000, affirmed at Baa1
   -- Class E, $3,748,000, affirmed at Baa2
   -- Class F, $4,998,000, affirmed at Baa3
   -- Class G, $5,621,000, affirmed at Ba1
   -- Class H, $3,124,000, affirmed at Ba2
   -- Class J, $1,874,000, affirmed at Ba3
   -- Class K, $1,249,000, affirmed at B1
   -- Class L, $1,874,000, affirmed at B2
   -- Class M, $1,249,000, downgraded to Caa1 from B3

As of the Sept. 20, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 10.1% to
$445.6 million from $495.5 million at securitization.  The
certificates are collateralized by 447 mortgage loans ranging in
size from less than 1% to 1% of the pool, with the top 10 loans
representing 8.1% of the pool.  No loans were defeased or
liquidated from the trust.

One hundred and seventy-six loans, representing 37.6% of the pool,
are on the master servicer's watchlist.  Eighteen loans,
representing 4.8% of the pool, are in special servicing. Moody's
is estimating approximately $2.3 million of losses from all the
specially serviced loans.  Moody's is downgrading Class M due to
the large number of specially serviced loans and the projected
losses.  Moody's will continue to monitor this transaction
closely.


LASALLE COMMERCIAL: Moody's Affirms Low-B Ratings on Six Certs.
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 13 classes of
LaSalle Commercial Mortgage Securities, Inc., Commercial Mortgage
Pass-Through Certificates, Series 2006-MF4 as:

   -- Class A, $380,662,323, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $7,891,000, affirmed at Aa2
   -- Class C, $11,836,000, affirmed at A2
   -- Class D, $9,018,000, affirmed at Baa1
   -- Class E, $2,255,000, affirmed at Baa2
   -- Class F, $4,509,000, affirmed at Baa3
   -- Class G, $7,891,000, affirmed at Ba1
   -- Class H, $2,254,000, affirmed at Ba2
   -- Class J, $1,691,000, affirmed at Ba3
   -- Class K, $1,691,000, affirmed at B1
   -- Class L, $1,127,000, affirmed at B2
   -- Class M, $564,000, affirmed at B3

As of the Sept. 20, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 3% to $437.6
million from $450.9 million at securitization.  The certificates
are collateralized by 366 mortgage loans ranging in size from less
than 1% to 1.1% of the pool, with the top 10 loans representing
9.5% of the pool.  No loans have defeased or liquidated from the
trust.

Sixty-seven loans, representing 18.4% of the pool, are on the
master servicer's watchlist.  Nine loans, representing 3.0% of the
pool, are in special servicing.  Moody's is estimating
approximately $1.8 million of losses from all of the specially
serviced loans.  Moody's is affirming all classes but will
continue to monitor this transaction closely.


LEVI STRAUSS: S&P Rates $750MM Revolving Credit Facility at BB
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its bank loan and
recovery ratings to San Francisco, California-based Levi Strauss &
Co.'s $750 million asset-based revolving credit
facility due 2012.  The facility is rated 'BB' with a recovery
rating of '1', indicating the expectation for very high (90-100%)
recovery in the event of a payment default.
     
"The 'BB' issue rating reflects the incorporation of recovery in
the secured issue-level rating as well as the increase in the size
of the facility," said Standard & Poor's credit analyst Susan
Ding.  The rating is based on preliminary offering statements and
is subject to review upon final documentation.


MANOR CARE: Shareholders Okay Merger Deal with Carlyle Group Arm
----------------------------------------------------------------
Manor Care Inc.'s stockholders approved the merger agreement
providing for the merger of the company's with an affiliate of The
Carlyle Group at special meeting of stockholders held on Oct. 17,
2007.

Approximately 99% of the shares present and voting voted for the
approval of the merger agreement.  The number of shares voting to
approve the merger agreement represents approximately 76% of the
total number of shares outstanding and entitled to vote.
    
Under the terms of the merger agreement, upon the completion of
the merger, Manor Care stockholders generally will be entitled to
receive $67 in cash for each share of Manor Care common stock
held.

The merger, which remains subject to receipt of certain regulatory
approvals and other customary closing conditions, is expected to
close in the fourth quarter of 2007.

                    About  The Carlyle Group

Based in Washington,  District of Columbia, The Carlyle Group –
http://www.thecarlylegroup.com/-- is a private investment firm  
with more than $75 billion under management.  Undertakings include
management-led buyouts, minority equity investments, real estate,
venture capital, and leveraged finance opportunities in the
aerospace and defense, automotive and transportation, consumer and
retail, energy and power, healthcare, industrial, technology and
business services, and telecommunications and media sectors.  
Since its founding in 1987, the firm has made more than 500
corporate and real estate investments; it now maintains offices in
about 15 countries and oversees some 50 private equity funds.
    
                      About Manor Care Inc.

Headquartered in in Toledo, Ohio, Manor Care Inc. (NYSE:HCR),
referred to as Manor Care and HCR Manor Care -- http://www.hcr-
manorcare.com/  -- provides a range of healthcare services,
including skilled nursing care, assisted living, post-acute
medical and rehabilitation care, hospice care, home healthcare and
rehabilitation therapy.  The company operates in two segments:
long-term care, which includes skilled nursing care and assisted
living, and hospice and home healthcare.  Healthcare providers use
the records in connection with patient care and other
administrative purposes.

                         *     *     *

As of Sept. 4, 2007, Manor Care carries Standard & Poor's "B+"  
long-term foreign and local issuer credits ratings.


MASTR ALTERNATIVE: Stable Performace Cues S&P to Hold Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B-3 certificates from MASTR Alternative Loan Trust's series 2002-1
and 2002-2.  At the same time, S&P affirmed the ratings on 205
other classes from 11 MASTR Alternative Loan Trust series.
     
The upgrades reflect the strong performance of the mortgage loan
pools, along with actual and projected credit support percentages
that adequately support the raised ratings.  The projected credit
support percentage for class B-3 from series 2002-1 has increased
to approximately 2.0x for the raised rating, while the projected
credit support percentage for class B-3 from series 2002-2 has
increased to 2.10x for the raised rating.  The higher credit
support percentages are due to the significant principal
prepayments and the shifting interest structure of the
transactions.  As of the September 2007 remittance date, series
2002-1 had 11.10% total delinquencies, 4.35% severe delinquencies
(90-plus days, foreclosures, and REOs), and 0.09% realized losses.  
Series 2002-2 had 11.87% total delinquencies, 4.60% severe
delinquencies, and 0.26% realized losses.  These transactions have
paid down to less than 10% of their original principal balances.
     
The affirmations reflect stable collateral performance as of the
September 2007 remittance period.  Actual and projected credit
support percentages are sufficient to support the certificates at
their current rating levels.  Cumulative losses for these
transactions range from 0.00% (series 2006-3) to 0.15% (series
2003-7) of the original pool balances, and severe delinquencies
range from 0.13% (series 2005-1) to 4.68% (series 2005-4) of the
current pool balances.
     
Subordination provides primary credit support for these
transactions.  The underlying collateral backing the certificates
consists of groups of Alternative-A fixed-rate mortgage loans with
original terms to maturity of 30 years or less, and are secured by
first liens on primarily one- to four-family residential
properties.

    
                         Ratings Raised
    
                  MASTR Alternative Loan Trust

                                         Rating
                                         ------
                Series       Class     To      From
                ------       -----     --      ----
                2002-1       B-3       AAA     AA+
                2002-2       B-3       AA+     AA
   
                        Ratings Affirmed
   
                  MASTR Alternative Loan Trust
   
   Series   Class                                      Rating
   ------   -----                                      ------
   2002-1   A-1, A-2, A-5, A-PO, A-X                   AAA
   2002-1   B-1                                        AAA
   2002-1   B-2                                        AAA
   2002-2   1-A-1, 2-A-1, 3-A-1, A-X-1, A-X-2          AAA
   2002-2   PO-1, PO-2                                 AAA
   2002-2   B-1                                        AAA
   2002-2   B-2                                        AAA
   2003-7   1-A-1, 2-A-1, 3-A-1, 3-A-2, 3-A-3, 3-A-4   AAA
   2003-7   3-A-5, 4-A-1, 4-A-2, 4-A-3, 5-A-1, 6-A-1   AAA
   2003-7   7-A-1, 7-A-2, 7-A-3, 7-A-4, 7-A-5, 7-A-18  AAA
   2003-7   8-A-1, 15-A-X, 30-A-X, 15-PO, 30-PO        AAA
   2003-7   B-1                                        AA
   2003-7   B-2                                        A
   2003-7   B-3                                        BBB
   2003-7   B-4                                        BB
   2003-7   B-5                                        B
   2003-8   1-A-1, 2-A-1, 3-A-1, 3-A-2, 3-A-3, 3-A-4   AAA
   2003-8   4-A-1, 5-A-1, 6-A-1, 7-A-1, 15-PO          AAA
   2003-8   30-PO, 15-A-X, 30-AX-1, 30-AX-2            AAA
   2003-8   B-1                                        AA
   2003-8   B-2                                        A
   2003-8   B-3                                        BBB
   2003-8   B-4                                        BB
   2003-8   B-5                                        B
   2003-9   1-A-1, 2-A-1, 3-A-1, 4-A-1, 5-A-1, 5-A-2   AAA
   2003-9   6-A-1, 7-A-1, 7-A-2, 8-A-1, 8-A-2, 15-PO   AAA
   2003-9   30-PO, 15-AX-1, 15-AX-2, 30-A-X            AAA
   2003-9   B-1                                        AA
   2003-9   B-2                                        A
   2003-9   B-3                                        BBB
   2003-9   B-4                                        BB
   2003-9   B-5                                        B
   2004-2   1-A-1, 2-A-1, 3-A-1, 4-A-1, 5-A-1          AAA
   2004-2   6-A-1, 7-A-1, 8-A-1, 8-A-2, 8-A-3          AAA
   2004-2   8-A-4, 8-A-5, 15-PO, 30-PO, 1-A-X          AAA
   2004-2   2-A-X, 3-A-X, C-A-X, 7-A-X, 8-A-X          AAA
   2004-2   B-1                                        AA
   2004-2   B-2                                        A
   2004-2   B-3                                        BBB
   2004-2   B-4                                        BB
   2004-2   B-5                                        B
   2004-2   B-I-5                                      B
   2004-8   1-A-1, 2-A-1, 3-A-1, 4-A-1, 4-A-2, 4-A-3   AAA
   2004-8   5-A-1, 6-A-1, 7-A-1, 8-A-1, PO, 30-AX-1    AAA
   2004-8   30-AX-2, 15-AX                             AAA
   2004-8   B-1                                        AA
   2004-8   B-2                                        A
   2004-8   B-3                                        BBB
   2004-8   B-4                                        BB
   2004-8   B-5                                        B
   2004-8   B-I-3                                      BBB-
   2004-8   B-I-5                                      B
   2005-1   1-A-1, 2-A-1, 3-A-1, 4-A-1, 5-A-1          AAA
   2005-1   30-X-2, 15-A-X, 15-PO, 30-PO               AAA
   2005-1   B-I-1                                      AA-
   2005-1   B-I-2                                      A-
   2005-1   B-I-5                                      B
   2005-1   6-A-1, 6-A-2, 6-A-3, 6-A-4, 6-A-5, 7-A-1   AAA
   2005-1   7-A-2, 30-X-1                              AAA
   2005-1   B-1                                        AA
   2005-1   B-2                                        A
   2005-1   B-3                                        BBB
   2005-1   B-4                                        BB
   2005-1   B-5                                        B
   2005-4   1-A-1, 2-A-1, 3-A-1, 4-A-1, A-X-2          AAA
   2005-4   15-PO, 5-A-1, A-X-1, 30-PO                 AAA
   2005-4   B-1                                        AA
   2005-4   B-2                                        A+
   2005-4   B-3                                        BBB+
   2005-4   B-4                                        BB+
   2005-4   B-5                                        B
   2006-1   A-1, A-2, A-3, A-4, A-5, A-6, A-X, PO      AAA
   2006-1   B-1                                        AA
   2006-1   B-2                                        A
   2006-1   B-3                                        BBB
   2006-1   B-4                                        BB
   2006-1   B-5                                        B
   2006-3   1A1, 1A2, 1A3, 1A4, 1A5, 2A1, 2A2, 2A3     AAA
   2006-3   2A4, 2A5, 2A6, 2A7, 3A1, PO, 15AX, 30AX    AAA
   2006-3   B-1                                        AA
   2006-3   B-2                                        A
   2006-3   B-3                                        BBB
   2006-3   B-4                                        BB
   2006-3   B-5                                        B


MCCLATCHY CO: S&P Puts 'BB+' Credit Rating Under Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for The
McClatchy Co., including the 'BB+' corporate credit rating, on
CreditWatch with negative implications.
      
"The action reflects faster-than-expected revenue and EBITDA
declines following the company's preliminary third-quarter 2007
earnings released, in which the company reported 9.8% and 8.4%
declines in advertising revenue in the three and nine months ended
September 2007, respectively," said Standard & Poor's credit
analyst Emile Courtney.  The earnings release was preliminary,
pending the completion of McClatchy's review, which is expected to
result in a near-term noncash charge to earnings for impairment of
goodwill and long-lived assets triggered by declines in revenue
and cash flow, together with a lower stock price.  In addition,
McClatchy reported an EBITDA decline of 2% to $415 million in the
nine months ended September 2007, compared with the prior-year
period, despite a 9% decline in cash expenses related to ongoing
cost containment efforts and cost synergies stemming from the
Knight Ridder acquisition.
     
The outcome of S&P's review will focus on the long-term prospects
for McClatchy's portfolio of newspaper properties and will
incorporate the expectation for meaningful levels of debt
repayment by the end of 2008.  However, while McClatchy publicly
has forecast funded debt to be near $2 billion by the end of 2008,
representing a significant $500 million in expected debt repayment
in 2008, S&P expect cash flow generation and McClatchy's business
profile to weigh heavily on the outcome.


MEDFORD CROSSINGS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Lead Debtor: Medford Crossings North L.L.C.,
             201-A Berlin Road
             Cherry Hill, NJ 08034

Bankruptcy Case No.: 07-25115

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Medford Crossings South, L.L.C.            07-25121
        Purple Tree One, L.L.C.                    07-25124
        Purple Tree Two, L.L.C.                    07-25125
        Purple Tree Three, L.L.C.                  07-25126
        Purple Tree Four, L.L.C.                   07-25127
        Purple Tree Five, L.L.C.                   07-25129
        Purple Tree Ten, L.L.C.                    07-25131
        Purple Tree Investments, L.L.C.            07-25133
        F.C. Medford Residential, L.L.C.           07-25135

Chapter 11 Petition Date: October 17, 2007

Court: District of New Jersey (Camden)

Debtors' Counsel: Edmond M. George, Esq.
                  Obermayer, Rebmann, Maxwell & Hippel, L.L.P.
                  1617 J.F.K. Boulevard, Suite 1900
                  Philadelphia, PA 19103
                  Tel: (215) 665-3140
                  Fax: (215) 665-3165

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Medford Crossings North,         $100,000 to         $1 Million to
L.L.C.                            $1 Million          $100 Million

Medford Crossings South,         $100,000 to         $1 Million to
L.L.C.                            $1 Million          $100 Million

Purple Tree One, L.L.C.          $100,000 to         $1 Million to
                                  $1 Million          $100 Million

Purple Tree Two, L.L.C.          $100,000 to         $1 Million to
                                  $1 Million          $100 Million

Purple Tree Three, L.L.C.        $100,000 to         $1 Million to
                                  $1 Million          $100 Million

Purple Tree Four, L.L.C.         $100,000 to         $1 Million to
                                  $1 Million          $100 Million

Purple Tree Five, L.L.C.         $100,000 to         $1 Million to
                                  $1 Million          $100 Million

Purple Tree Ten, L.L.C.          $100,000 to         $1 Million to
                                  $1 Million          $100 Million

Purple Tree Investments,         $100,000 to         $1 Million to
L.L.C.                            $1 Million          $100 Million

F.C. Medford Residential,        $100,000 to         $1 Million to
L.L.C.                            $1 Million          $100 Million

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


MM2 GROUP:  Bagell Josephs Levine Raises Going Concern Doubt
------------------------------------------------------------
New Jersey-based Bagell, Josephs, Levine & Company, LLC, expressed
substantial doubt about MM2 Group Inc.'s ability to continue as a
going concern after it audited the company's financial statements
for the year ended June 30, 2007.

According to the auditing firm, the company did not generate
sufficient cash flows from revenues during the year ended June 30,
2007, to fund its operations.  Also at June 30, 2007, the company
had negative net working capital of $6,883,800.  The Company's net
working capital position has continued to deteriorate into the
quarter ended September 30, 2007.  Unless the company is
successful in generating new sources of revenue, or obtaining debt
or equity financing, or restructuring its business, the company is
likely to deplete its working capital during the next fiscal year.

The company posted a net loss of $5,287,342 on $1,493,174of net
sales for the year ended June 30, 2007, as compared with a net
loss of $2,411,571on 0 net sales in the prior year.

At June 30, 2007, the company's balance sheet showed $1,649,302 in
total assets and $8,300,935in total liabilities, resulting in
$6,651,633 stockholders' deficit.  

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2455

Based in Matawan, New Jersey, MM2 Group, Inc., (MMGP.OB)--
http://www.mm2group.net-- through its subsidiary, Genotec  
Nutritionals, Inc, manufactures and distributes nutritional
supplements and vitamins.  The company, founded in 2004, intends
to develop businesses in the nutraceuticals markets via internal
growth or product development or by acquisition of other companies
that operate in that market.


MORGAN STANLEY: Fitch Assesses Ratings on Seven Debenture Series
----------------------------------------------------------------
Fitch Ratings took rating actions on these Morgan Stanley issues:

Series 2001-AM1:

   -- Class M-1 affirmed at 'AAA';
   -- Class M-2 downgraded to 'B' from 'BBB+';
   -- Class B-1 remains at 'C/DR2'

Series 2001-NC1:

   -- Class M-1 affirmed at 'AAA';
   -- Class M-2 downgraded to 'BBB+' from 'A+';
   -- Class B-1 downgraded to 'BB+' from 'BBB-'.

Series 2001-NC2:

   -- Class M-1 affirmed at 'AAA';

   -- Class M-2 downgraded to 'BBB' from 'AA-', and placed on
      Rating Watch Negative;

   -- Class B downgraded to 'CCC' from 'BBB-', and assigned a
      Distressed Recovery rating of 'DR2'

Series 2002-OP1:

   -- Class M-1 downgraded to 'A-' from 'AA';
   -- Class M-2 downgraded to 'B' from 'BBB';
   -- Class B-1 remains at 'C/DR5';
   -- Class B-2 remains at 'C/DR6'

Series 2003-NC4:

   -- Class M-1 affirmed at 'AA';

   -- Class M-2 affirmed at 'A';

   -- Class M-3 affirmed at 'A-';

   -- Class B-1 downgraded to 'B' from 'BBB+';

   -- Class B-2 downgraded to 'B-' from 'BBB-', and assigned a
      DR rating of 'DR1';

   -- Class B-3 downgraded to 'B-' from 'B+', and assigned a DR
      rating of 'DR1'

Series 2003-NC7:

   -- Class M-1 affirmed at 'AA';

   -- Class M-2 affirmed at 'A';

   -- Class M-3 affirmed at 'A-';

   -- Class B-1 affirmed at 'BBB+';

   -- Class B-2 downgraded to 'BB+' from 'BBB-';

   -- Class B-3 downgraded to 'B-' from 'B', and assigned a DR
      rating of 'DR1'

Series 2004-HE7:

   -- Class M-1 affirmed at 'AA+';
   -- Class M-2 affirmed at 'AA';
   -- Class M-3 affirmed at 'AA-';
   -- Class M-4 affirmed at 'A';
   -- Class M-5 affirmed at 'A-';
   -- Class B-1 affirmed at 'BBB+';
   -- Class B-2 affirmed at 'BBB';
   -- Class B-3 downgraded to 'BB' from 'BBB-'

The mortgage loans consist of fixed- and adjustable-rate, 15- and
30-year mortgages extended to subprime borrowers and are secured
by first and second liens, primarily on one- to four-family
residential properties.  As of the September 2007 distribution
date, the pools are seasoned between 36 (2004-HE7) and 76 (2001-
NC1) months and have pool factors (current collateral balance as a
percentage of the initial balance) ranging from 4% (2001-NC1) to
16% (2004-HE7).

The AM series is backed by a majority of collateral originated or
acquired by Aames Capital Corporation.  The NC series are backed
by a majority of collateral originated or acquired by New Century
Capital Corporation.  The OP series is backed by a majority of
collateral originated or acquired by Option One Mortgage
Corporation.  The HE series are backed by collateral originated or
acquired from multiple sellers. The loans are serviced by various
servicers.

The affirmations, affecting about $309 million in outstanding
certificates, reflect adequate levels of credit enhancement
relative to expected losses.

The negative rating actions, affecting approximately $48 million,
are the result of deterioration in the relationship between CE and
expected losses.  The affected series have serious delinquencies
(loans delinquent more than 60 days, inclusive of loans in
foreclosure, bankruptcy, and real estate owned) between 17.32%
(2003-NC4) to 49.92% (2001-NC1) and current cumulative losses of
between 1.13% (2004-HE7) and 3.71% (2001-AM1).

Five transactions have one or more classes rated in the 'B-' to
'C' range, indicating that the transaction has either exhausted
its overcollateralization and the most subordinate bond has begun
to experience write downs due to losses, or that the OC is
projected to be exhausted in the coming months, at which time
continued losses would cause the most subordinate bonds to be
written down.


MORTGAGE LENDERS: Panel Objects to Sale of REO Properties to Wahoo
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Mortgage Lenders
Network USA, Inc., points out that two of three bids received by
Emax Financial Group, LLC, for the sale of the eight REO
properties, are for similar amounts, $840,000 and $835,000.  
However, the third bid of $665,000 does not appear to be
competitive, as required by the stipulation between the Debtor and
Emax, David W. Carickhoff, Esq., at Blank Rome LLP, in Wilmington,
Delaware, notes.

Mr. Carickhoff further notes that the highest bid is from an
entity, Wahoo Investments, LLC, whose members are former officers
of the Debtor and principals of Emax -- Mitchell L. Heffernan and
James E. Pedrick.  Given Wahoo Investment's insider relationship
with both the Debtor and Emax, it is not clear whether the two
highest bids were competitive, he adds.

Unless and until the Creditors Committee can determine that the
proposed Sale is fair and reasonable, sale to Wahoo Investment
should be denied, Mr. Carickhoff contends.  The Creditors
Committee will work with Emax and the Debtor to attempt to resolve
the objection consensually, however, if a resolution is not
reached, the Creditors Committee reserves its rights to prosecute
its Objection and seek appropriate relief.

                         Emax Responds

The Creditors Committee makes no allegation that the bids Emax
obtained for the sale of the REO Properties are not competitive
other than the Creditors Committee is unable to determine whether
the bids are competitive, notes Robert Scandone, Esq., at Law
Offices of Robert Scandone, in Philadelphia, Pennsylvania.  

The Creditors Committee points to no facts and submits no evidence
in support of its objections, like appraisal or any higher bids,
Mr. Scandone adds.  "Upon information and belief, there appears to
be only one purpose for the Committeeâ's Objection - to delay the
sale of the REO Properties to the highest bidder, Wahoo
Investments, LLC," he asserts.

With the current decline of the housing market, Emax asserts that
three bids are competitive, legitimate bids and represent fair
value for the REO Properties, Mr. Scandone asserts.  He adds that
the bids, which are now more than four months old, may be too high
for the REO Properties.

Over four months have now lapsed since the Debtor first filed its
request to sell the REO Properties, Mr. Scandone says.  In the
interim period, the REO Properties are unsecured, not maintained
and in jeopardy, because:

  -- six of the eight REO Properties have no fire insurance at
     all, with the insurance policy on the seventh Property
     expected to lapse on October 29, 2007;

  -- $28,000 in delinquent real estate taxes are due on the REO
     Properties, which increases every day with interest and
     penalty;

  -- two of the Properties have been issued citations by the
     municipalities for unsafe conditions; and

  -- illegal squatters live in two of the REO Properties and
     costly eviction proceedings must be undertaken.

Any value the Debtor may receive, if the Debtor is entitled to any
portion of the net sales proceeds, is at risk and will be further
diminished the longer the Sale is delayed, Mr. Scandone contends.  
If the REO Properties are further damaged before the Sale, their
value will be greatly reduced, and may subject the Debtor to
postpetition liability.  He suggests that the Creditors Committee
should focus its attention on preserving the REO Properties and
proceeding to the Sale as soon as possible and without further
delay.

Emax asks the Court to overrule the Creditors Committee's
objection and approve the Sale to Wahoo Investments.

                     Sale of REO Properties

Previously, Mortgage Lenders asked the Court for permission to:

  (a) sell eight properties on which it has foreclosed, free and
      clear of all liens, claims and encumbrances; and

  (b) segregate the proceeds from the sale pending the
      resolution of a dispute between the Debtor and Emax
      Financial Group LLC.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, stated that under Section 363(c)(1) of the
Bankruptcy Code, the Debtor is authorized to sell mortgage loans
and properties on which it has foreclosed in the ordinary course
of its business.

Prior to filing for bankruptcy, the Debtor serviced certain
Mortgage Loans for Emax.  When the obligors on certain of these
Mortgage Loans defaulted on their obligations, the properties were
foreclosed on, then subsequently titled to and serviced by the
Debtor, pending their sale.  Ms. Jones informed the Court that the
Debtor is currently the record owner of eight foreclosed
properties -- the REO Properties -- which are titled in the
Debtor's name.

Ms. Jones stated that the Debtor seeks to sell these REO
Properties as soon as possible, because it is in the process of
terminating its remaining employees and soon will no longer have
the ability to service or readily sell the properties.

According to Ms. Jones, the Debtor believes that it has an
interest in the REO Properties and the proceeds that will result
in the sale.  However, Ms. Jones added, the Debtor also believes
that Emax believes that it owns the REO Properties and has an
interest in the proceeds that will result from the sale.

"The Debtor believes there are no liens on the REO Properties
because [the] properties have been cleansed by going through the
foreclosure process," asserted Ms. Jones.

Therefore, she said, the sale of the REO Properties free and clear
of liens, claims and interests should not pose a problem to any
party.  In addition, pursuant to Section 363(f)(2) of the
Bankruptcy Code, the absence of objection by any putative lien
holder constitutes consent to a sale free and clear.

To the extent, however, that Emax, or any other creditor claims a
valid lien on the REO Properties, Sections 363(f)(3), 363(f)(4)
and 363(f)(5) provides that the REO Properties could still be
sold, if necessary, by having the liens of any creditors claiming
a security interest, attach to the proceeds resulting from the
sale in the same priority and to the same extent as the liens
existed prepetition, noted Ms. Jones.  Any interest asserted by
Emax, or any other party, would be the subject of a bona fide
dispute by the Debtor.

Ms. Jones said that even if circumstances did not exist to warrant
approval of the proposed sale free and clear of liens, Section
363(f)(5) provides that assets may be sold free and clear of liens
if the holders "could be compelled, in a legal and equitable
proceeding, to accept a money satisfaction of [their]
interests[s]".

In response, Emax asked the Court to deny the request and to
require Mortgage Lenders to turnover eight real properties, which
were serviced by and titled to the Debtor.  Emax said that
believes it holds the equitable interests in these properties.

Robert Scandone, Esq., in Philadelphia, Pennsylvania, related that
the Debtor alleged that as part of its servicing function to eight
residential real estate mortgage loans, it had foreclosed upon the
Mortgages, which resulted in the real properties being titled to
the Debtor.

Mr. Scandone contended that Emax is the equitable holder of the
eight Mortgages and the real properties, or the REO Properties,
resulting from the foreclosure.  He points out that the Debtor
foreclosed on the Mortgages for the benefit of Emax and that the
Debtor took title to the eight REO Properties secured by the
Mortgages.

Mr. Scandone related that Emax purchased the eight Mortgages on
the secondary mortgage market from the Debtor prior to the
foreclosure and outside the preference periods, as defined by
Section 547 of the Bankruptcy Code.  He noted that there is no
allegation by the Debtor that Emax failed to pay the Mortgages'
purchase price or that there was any fraud or misconduct on the
part of Emax related to the Mortgages.  Since the purchase of the
Mortgages, the Debtor has held no equitable interest in the
Mortgages or the REO Properties resulting from the foreclosures,
including at the commencement of the Debtor's Chapter 11 case.

Prior to the bankruptcy filing, Mr. Scandone noted, the borrowers
on the Mortgages defaulted under the notes.  As a remedy for the
default, Emax was entitled to foreclose on the real property
securing the Mortgages.

Pursuant to the Servicing Agreement of the Debtor and Emax, the
Debtor provided foreclosure services to Emax on defaulted
mortgages including the eight Mortgages, hence, the REO Properties
are owned by Emax, Mr. Scandone pointed out.  The Debtor had no
right to take title to any REO Properties upon foreclosure of any
Emax mortgage loans under the Servicing Agreement, unless
designated to do so by Emax.

Emax is in a better position than the Debtor to manage the REO
Properties and to market and sell them, Mr. Scandone assured the
Court.  He explained that the costs of managing and maintaining
the REO Properties increases every day diminishing the value of
any return on the properties.  Emax will pay the Debtor's
bankruptcy estate any fees owed by Emax for servicing and
foreclosure costs, which Emax estimates at approximately $160,000.

In order to resolve the issues raised by Emax, the Debtor and Emax
engaged in discussion an in a Court-approved settlement, agreed
among other things, that:

  (a) the Debtor will cooperate with Emax, so that Emax may
      market and sell the REO Properties;

  (b) for each sale of a REO Property, Emax will obtain three
      competitive bids, and will accept the highest bid with the
      fewest conditions to closing and funding for the sale,
      after which Emax will provide the Debtor and the Official
      Committee of Unsecured Creditors with a notice of the
      proposed sale that sets forth (i) the purchase price of
      the REO Property sold, (ii) the identity of the purchaser,
      and (iii) the three highest bids;

  (c) within five days from the receipt of the Sale Notice,
      objecting parties will notify Emax of their objection, and
      will file written objections to the Court;

  (d) if there are no objections, Emax may proceed with the
      sale;

  (e) within five days after the sale of the REO Properties,
      Emax will transfer all of the net sale proceeds to the
      Debtor, without offset or recoupment against any amounts
      owed by the Debtor to Emax, whether prepetition or
      postpetition; and

  (f) the Debtor will hold the sale proceeds in a segregated
      account until the Court sets forth the Parties' rights to
      the sale proceeds, and directs its payment.  Pending the
      order, neither the REO Properties nor the net sale
      proceeds will be subject to claims of any creditor or may
      not be used for any purpose by the Debtor.

                     About Mortgage Lenders

Middletown, Conn.-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering a  
full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No.
07-10146).  Pachulski Stang Ziehl & Jones LLP represents the
Debtor.  Blank Rome LLP represents the Official Committee of
Unsecured Creditors.  In the Debtor's schedules of assets and
liabilities filed with the Court, it disclosed total assets of
$464,847,213 and total debts of $556,459,464.  The Debtor's
exclusive period to file a chapter 11 plan of reorganization is
set to expire on Oct. 24, 2007.  It has however asked the Court to
extend it to Jan. 31, 2008.  (Mortgage Lenders Bankruptcy News,
Issue No. 18; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or 215/945-7000).  


MOVIE GALLERY: Receives Nasdaq Delisting Notification
-----------------------------------------------------
Movie Gallery, Inc., on Oct. 16, 2007, received notification
from The Nasdaq Stock Market indicating that its common stock will
be delisted from the Nasdaq Stock Market due to the company's
filing for protection under Chapter 11 of the U.S. Bankruptcy Code
and concerns about the Company's ability to sustain compliance
with all of Nasdaq's listing requirements. Trading in the
company's common stock will be suspended at
the opening of business on Oct. 25, 2007.  The company does not
intend to appeal Nasdaq's delisting decision and expects that its
common stock will continue to trade on the OTC Bulletin Board or
in the "Pink Sheets" following Oct. 25, 2007.

Headquartered in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty  
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.  
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, serve as the Debtors' local counsel.  The Debtors'
claims & balloting agent is Kutzman Carson Consultants LLC.

When the Debtors' filed for protection from their creditors, they
listed total assets of $891,993,000 and total liabilities of
$1,419,215,000.  (Movie Gallery Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/
or 215/945-7000)


MOVIE GALLERY: U.S. Trustee Appoints Creditors Committee
--------------------------------------------------------
W. Clarkson McDow, Jr., United States Trustee for Region 4,
appoints seven members to the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Movie Gallery, Inc., and its
debtor-affiliates.

The Creditors Committee members are:

   (a) US Bank National Assoc. as Indentured Trustee
       Attn: Laura L. Moran, VP
       One Federal St., 3rd Floor
       Boston, MA 02110
       Phone: (617) 603-6429
       Fax: (617) 603-6640

   (b) Paramount Home Entertainment
       Attn: Andi Marygold, SVP
       555 Melrose Ave.
       Bluhdorn #213
       Hollywood, CA 90038
       Phone: (323) 956-5489
       Fax: (323) 862-1183

   (c) The Inland Real Estate Group of Companies, Inc.
       Attn: Craig B. Young, Esq.
       Connolly, Bove, Lodge & Hutz, LLP
       1875 Eye Street, NW 11th Flr
       Washington, DC 20006
       Phone: (202) 572-0313
       Fax: (202) 293-6229

   (d) Coca-Cola Enterprises Bottling Companies
       Attn: William Kaye, Senior Bankruptcy Analyst
       31 Rose Lane
       East Rockaway, NY 11518
       Phone: (516) 374-3705
       Fax: (516) 569-6531

   (e) Southern Development of Mississippi
       Attn: Robert N. Graham, President
       P.O. Box 1207
       Purvis, MS 39475
       Phone: (601)-794-2253
       Fax: (601) 794-5468

   (f) Twentieth Century Fox Home Entertainment
       Attn: Al Leonard, Credit Manager
       2121 Avenue of the Stars #2500
       Los Angeles, CA 90067
       Phone: (310) 369-7289
       Fax: (310) 969-0545

   (g) The Bank of New York Trust Company, NA
       c/o The Bank of New York
       Attn: Gary Bush, Vice President
       101 Barclay Street
       Floor 8 West
       New York, NY 10286
       Phone: (212) 815-2747
       Fax: (732) 667-4734

Pursuant to Section 1103 of the Bankruptcy Code, the Creditors
Committee may:

   -- consult with the Debtors concerning the administration
      of the bankruptcy case;

   -- investigate the acts, conduct, assets, liabilities, and
      financial condition of the Debtors, the operation of the
      Debtors' business and the desirability of the continuance
      of the business, and any other matter relevant to the
      case or to the formulation of a plan of reorganization
      for the Debtors;

   -- participate in the formulation of a plan, advise its
      constituents regarding the Committee's determinations as
      to any plan formulated, and collect and file with the
      Court acceptances or rejections of the plan;

   -- request the appointment of a trustee or examiner; and

   -- perform other services as are in the interest of its
      constituents.

The Creditors Committee may retain counsel, accountants, or other
agents, to represent or perform services for the group.

                   About Movie Gallery Inc.

Headquartered in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty  
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.  
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, serve as the Debtors' local counsel.  The Debtors'
claims & balloting agent is Kutzman Carson Consultants LLC.

When the Debtors' filed for protection from their creditors, they
listed total assets of $891,993,000 and total liabilities of
$1,419,215,000.  (Movie Gallery Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/
or 215/945-7000)


NEENAH FOUNDRY: Moody's Holds B2 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service affirmed the long-term debt ratings (CFR
at B2) of Neenah Foundry Company, but changed the rating outlook
to negative from stable.  

The negative outlook reflects Neenah's weaker than expected credit
metrics in 2007 and Moody's expectation of continued economic
pressures affecting the company's major segments. Neenah's
municipal castings segment is expected to suffer from lower paced
residential housing construction over the intermediate term.  
While a recovery in the commercial vehicle market is expected by
mid-2008 due to delayed commercial vehicle orders, the level of
increased activity is subject to general economic conditions.

As of June 30, 2007, Neenah's EBIT/Interest (as adjusted by
Moody's) was 1.2x, and Debt/EBITDA was 5.7x.  While the metrics
remain generally supportive of the B2 rating, the weakening
business environment in the company's core segments is likely to
see further deterioration over the near term.  The negative
outlook reflects Moody's view that absent stabilization of
financial performance, Neenah's ratings could be subject to
downgrade.

Neenah is expected to have adequate liquidity over the next twelve
months.  At June 30, 2007 the company maintained $77 million of
availability under its $100 million asset based revolving credit
facility.  Working capital needs should be nominal due to sales
pressures from weak housing and commercial vehicle markets.  

At June 30, 2007, the company anticipates that the remaining
$34.7 million of capital spending required for its new mold line
at the Neenah, Wisconsin facility will be funded from available
cash flow and availability under the revolving credit.  Financial
covenants under the revolving credit are not triggered until
availability drops below $15 million within any quarter.  
Essentially all of Neenah's assets secure the revolving credit and
senior secured notes.

Ratings affirmed:

   -- B2, Corporate Family Rating

   -- B2, Probability of Default

   -- $225 million of senior secured notes due 2017, at B2
      (LGD3, 47%);

Neenah's $100 million asset based senior secured revolving credit
facility, and $75 million senior subordinated notes are not rated
by Moody's.

The last rating action was Dec. 15, 2006 when the company's
Corporate Family Rating was affirmed.

Future events that could pressure Neenah's ratings lower include a
competitive pricing environment which results in lower operating
performance, the inability to pass through raw material costs,
loss of market share or a significant customer, or significant
deterioration in demand in the company's end markets.

Consideration for a lower rating could arise if leverage were to
be maintained consistently over 6x, EBIT/Interest coverage
deteriorates consistently below 1.2x, or evidence of a
deterioration in liquidity.

Future events that could improve Neenah's outlook and/or ratings
would be generated from a consistent operating environment in
which the company can maintain high levels of capacity
utilization, or increase and further diversify its customer base.  
Consideration for a stabilized outlook could arise if
EBIT/Interest coverage is maintained consistently over 1.5x, or
leverage consistently below 5x.

Neenah, headquartered in Neenah, Wisconsin, manufactures and
markets a wide range of metal castings and forgings for the heavy
municipal market plus a wide range of complex industrial castings,
with concentrations in the medium- and heavy-duty truck and HVAC
markets.  Annual revenues approximate $498 million.


NELLSON NUTRACEUTICAL: Wants Litigation Agreement Filed Under Seal
------------------------------------------------------------------
Nellson Nutraceutical Inc. asks the United States Bankruptcy
Court for the District of Delaware for authority to file under
seal a litigation agreement it entered into with the purchaser of
substantially all of its operating assets.

According to the Debtor, the litigation agreement contains various
agreements regarding matters that are currently the subject of
pending litigation, as well as certain descriptions of the
Debtors' litigation strategies and theories.

The Debtors believe that it would be extremely prejudicial to
the estates for the information to become available to defendants
in litigation.

In August 2007, the Associated Press reported that the Debtor
obtained Court authority to sell its business to a group
consisting
of the Debtor's first-lien creditors after an auction conducted on
Aug. 22, 2007, which transaction closed on Oct. 3, 2007.

The group, according to AP, consists of creditors Citigroup Inc.,
Goldman Sachs Group Inc., MetLife Inc., and New York Life
Insurance Co.  The group also includes some hedge funds like
MainStay Floating Rate Funds, Endurance CLO, Flatiron Capital
Management and Archimedes Funding.

AP said that after the Debtor insisted that an auction be
conducted, the group put up a bid.  The group offered debt plus
$66 million in cash and outbid two other offers.

AP also said that unsecured creditors had argued the sale order
should include a provision that $8.25 million of the sale proceeds
should be set aside for them.  Judge Sontchi however commented
that such provision didn't belong in the sale order, AP added.

Headquartered in Irwindale, California, Nellson Nutraceutical Inc.
formulates, makes and sells bars and powders for the nutrition
supplement industry.  The Debtor filed for chapter 11 protection
on Jan. 28, 2006 (Bankr. D. Del. Case No. 06-10072).  Laura Davis
Jones, Esq., Rachel Lowy Werkheiser, Esq., Richard M. Pachulski,
Esq., Brad R. Godshall, Esq., and Maxim B. Litvak, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C. represent
the Debtor in its restructuring efforts.  Kurt F. Gwynne, Esq.,
and Thomas J. Francella, Jr., Esq., at Reed Smith LLP represent
the Official Committee of Unsecured Creditors.  In its Schedules
of Assets and Liabilities, Nellson reported $312,334,898 in total
assets and $345,227,725 in total liabilities.


NEPTUNE INDUSTRIES:  Berman Hopkins Expresses Substantial Doubt
---------------------------------------------------------------
Berman Hopkins Wright & Laham, CPAs and Associates, LLP, expressed
substantial doubt about Neptune Industries, Inc.'s ability to
continue as a going concern after it audited the company's
financial statements for the year ended June 30, 2007.  The
auditing firm points to the company's recurring losses from
operations and recurring deficiencies in working capital.

The company posted a net loss of $2,156,740 on $851,141of sales
for the year ended June 30, 2007, as compared with a net loss of
$1,044,421on $527,155of sales in the prior year.

At June 30, 2007, the company's balance sheet showed $2,468,698 in
total assets and $4,218,910 in total liabilities, resulting in
$1,750,212 stockholders' deficit.  

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2454

Headquartered in Boca Raton, Fla., Neptune Industries Inc.
(NPDI.OB) -- http://www.neptuneindustries.net/-- is a public  
Florida corporation that engages in commercial fish farming and
related production and distribution activities in the seafood and
aquaculture industries.


NEW CENTURY: Moody's Lowers Ratings on Six Cert. Classes
--------------------------------------------------------
Moody's Investors Service downgraded six certificates and placed
four certificates on review for possible downgrade.  The
downgraded certificates were issued in 2004.  The certificates
placed on review for possible downgrade were issued in 2003. All
the certificates are backed by loans originated by New Century
Mortgage Corporation.  The loan pools consist primarily of
subprime fixed and adjustable rate mortgage loans.  The actions
are based on the analysis of the credit enhancement provided by
subordination, overcollateralization and excess spread relative to
the expected loss.

List of Downgrades:

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2004-NC2

   -- Class B-3, downgraded to Ba1 from Baa3;
   -- Class B-4, downgraded to Ba3 from Ba1;

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2004-NC3

   -- Class B-3, downgraded to Ba3 from Baa3;
   -- Class B-4, downgraded to B2 from Ba1;

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2004-NC5

   -- Class B-3, downgraded to Ba3 from Baa3;
   -- Class B-4, downgraded to B3 from Ba1;

Placed on review for possible downgrade:

Issuer: ABSC Home Equity Loan Trust, Series 2003-HE3

   -- Class M-4, current rating Baa2;
   -- Class M-5, current rating Ba2;

Issuer: New Century Home Equity Loan Trust, Series 2003-3

   -- Class M-5, current rating Baa2;
   -- Class M-6, current rating Baa3


NUVEEN INVESTMENTS: S&P Rates Proposed $250 Mil. Facility at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on Nuveen Investments Inc. to 'B+' from
'BBB' based on the contemplated capital structure.  The outlook is
stable.
     
S&P also rated Nuveen's proposed $250 million revolving credit
facility 'BB-' with a recovery rating of '2', indicating the
expectation of substantial recovery (70%-90%) in the event of
payment default.  S&P rated Nuveen's proposed senior secured
$2.215 billion term loan 'BB-' with a recovery rating of '2';
and rated its proposed $885 million senior unsecured notes 'B-',
which is two notches below the long-term counterparty credit
rating.  S&P lowered its rating on the $550 million in existing
senior notes to 'B-' from 'BBB'.
      
"The rating actions follow a review of the proposed transaction
under which Nuveen will be acquired by an investor group,
majority-led by Madison Dearborn Partners LLC," said Standard &
Poor's credit analyst Robert Hansen.  The proposed acquisition has
a total transaction value of $6.3 billion, including existing debt
of $550 million, and is expected to close by year-end 2007,
subject to customary conditions and consents from a proportion of
its fund clients.
     
The proposed acquisition of Nuveen will result in high financial
leverage, low interest coverage, and reduced liquidity.  However,
S&P believe that Nuveen maintains a strong competitive niche
position amid formidable competition, due to its solid reputation
and generally good investment performance, which have resulted in
consistent net client inflows.  The company has a well-balanced
product offering, which includes municipal bonds, equities, and
taxable fixed-income products.  S&P view revenue stability as
strong, aided by the company's high proportion of closed-end fund
offerings, which are non-redeemable.  

Although Nuveen maintains strong relationships with its investors
and the financial advisors who recommend its products, the company
remains heavily dependent on third-party distribution channels,
which S&P view as a rating constraint.  Finally, S&P view
favorably the company's intention to enter into LIBOR swaps on a
significant proportion of its capital structure post-closing,
which reduces the risk of potentially higher interest rates.
     
The stable outlook reflects S&P's opinion that Nuveen is likely to
meet its projected debt service obligations and amortize its
facilities as required, in part, due to continued growth in client
assets under management.  If the company improves its interest
coverage and repays its debt faster than expected, the ratings
could be raised.  However, if the company fails to achieve its
expected financial performance or if the equity sponsors extract
capital, the ratings could be lowered.  In addition, potential
acquisitions could have an adverse impact on the ratings depending
on the amount of debt financing, as well as the purchase multiple.


OTTIMO FUNDING: Moody's Junks Ratings on Two Series Term Notes
--------------------------------------------------------------
Moody's downgraded the Secured Liquidity Notes and Extended Notes
issued by Ottimo Funding Ltd. currently rated Prime-1 on watch for
possible downgrade to Not Prime.  The Ottimo Series 2007-A and
Series 2007-B Subordinated Term Notes are downgraded from B2 on
watch for possible downgrade to C.  The Ottimo Series 2007-C
Subordinated Term Notes issued by Ottimo Funding Ltd. are
downgraded from Caa2 on watch for possible further downgrade to C.

Ottimo uses the proceeds from the issuance of the notes to invest
in a portfolio of Aaa-rated residential mortgage-backed
securities.  All assets in the portfolio are currently rated Aaa.  
Following the extension of SLNs during the first week of August,
the conduit's overcollateralization fell below the required amount
as a result of market value deterioration of the assets in the
portfolio.

The program sponsor and administrator Aladdin Capital Management
LLC and its investors have since agreed to postpone the
liquidation of the securities as required by the program
documents.  However, they have not been able to reach an agreement
regarding a long-term extension of the notes or restructuring of
the conduit.  Some of the extended notes have reached their legal
final maturity.  Moody's rating action reflects the current market
value of the assets held by the program relative to the required
enhancement and likely continued price volatility.

Complete rating action:

   -- Secured Liquidity Notes and Extended Notes: Not Prime
      from Prime-1 on watch for possible downgrade.

   -- Series 2007-A and Series 2007-B Subordinated Term Note: C
      from B2 on watch for possible downgrade

   -- Series 2007-C Subordinated Term Note: C from Caa2 on
      watch for possible downgrade.


PATMAN DRILLING: Section 341(a) Meeting Scheduled on October 30
---------------------------------------------------------------
The United States Trustee for Region 6 will convene a meeting of
creditors in Patman Drilling International Inc.'s chapter 11
bankruptcy case at 10:00 a.m. on Oct. 30, 2007, at 1100 Commerce
Street, Room 976 in Dallas, Texas.

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

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

Patman Drilling International Inc., formerly Patman Brothers
Drilling LP and M.P.P.P. Acquisition Corporation, is based in         
Rio Vista, Texas.  The Debtor owns and operates oil drilling rigs.
The Debtor filed for chapter 11 bankruptcy protection on Sept. 25,
2007 (Bankr N.D. Tex. Case No.: 07-34622).  Gerrit M. Pronske,
Esq. at Pronske & Patel PC, represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed assets and debts between $1 million and $100 million.


QUALITY HOME: Can Access Quality Loans' $140,000 DIP Financing
--------------------------------------------------------------
Quality Home Loans and its debtor-affiliates obtained permission
from the U.S. Bankruptcy Court for the Central District of
California to obtain short-term post-petition financing securing
Quality Loans LLC.

The Debtors relate that it needs money to complete due diligence
related to the sale of certain of its mortgage loans to Terwin
Advisors LLC under a binding letter of intent.

Quality Loans agreed to provide the Debtor and its debtor-
affiliates $140,000 to fund the Terwin due diligence amount.  In
addition, the debtor-in-possession financing is secured by all
unencumbered assets of Quality Homes.  However, it does not   
prime any secured creditors, including Countrywide if it is
determined to be a perfected prepetition secured lender.

The Debtor agreed to repay the short-term DIP financing in the
amount of $140,000 to Quality Loans by the date the Debtor
receives the bayview payment, or on Oct. 31, 2007, whichever comes
first.

Moreover, the estate of the Debtor reserves the right to seek
contribution from Golden State T.D. Investments LLC, California
T.D. Investments LLC, and QHL Holdings Fund Ten LLC, in repaying
the short-term DIP.

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

The company and its debtor-affiliates filed for Chapter 11
protection on Aug. 21, 2007 (Bankr. C.D. Calif. Case Nos. 07-
13003 through 07-13006).  William N. Nobel, Esq. and Mike D. Neue,
Esq. at Irell & Manella LLP represent the Debtors in their
restructuring efforts.  Eric. E. Sagerman, Esq. and David L.
Wilson III, Esq. at Winston & Strawn LLP act as counsels to the
Official Committee of Unsecured Creditors.  The Debtors' schedules
disclose total assets of $130,319,336 and total debts of
$177,043,476.


RAMBUS INC: Posts $2.7 Million Net Loss in 2nd Qtr. Ended June 30
-----------------------------------------------------------------
Rambus Inc. disclosed Wednesday that it has filed with the
Securities and Exchange Commission its quarterly reports on Form
10-Q for the periods ended March 31, 2007, and June 30, 2007.  
With these filings and those previously filed on Sept. 14, 2007,
the company is now current with its SEC filings and believes that
it is in compliance with the NASDAQ's continued listing
requirements; confirmation from NASDAQ is pending.  As previously
disclosed, the company's filings were delayed as a result of the
independent audit committee investigation relating to the
company's historical stock option granting practices and related
accounting.

The company reported a net loss of $2.7 million on total revenues
of $47.5 million for the second quarter ended June 30, 2007,
compared with net income of $6.1 million on total revenues of
$49.4 million for the same period last year.

Net loss for the six months ended June 30, 2007, was $6.6 million,
which included stock option investigation related expenses of
$14.5 million and stock based compensation charges of
$19.7 million.  Net income for the six months ended 2006 was
$6.8 million, which included stock option investigation related
expenses of $1.9 million and stock based compensation charges of
$20.4 million.

Revenues for the first six months ended June 30, 2007, were
$97.7 million, a 1% increase compared to revenues of $96.8 million
for the same period in 2006.  

Cash and Marketable Securities totaled $441.5 million as of
June 30, 2007, as compared to $436.3 million as of Dec. 31, 2006.

"The restatement put a heavy burden on the company, and we are
very grateful for the patience shown by our stockholders as we
diligently worked through the process necessary to complete these
filings," said Harold Hughes, president and chief executive
officer at Rambus.  "We are absolutely committed to operating to
the highest standards of corporate governance and providing our
stockholders with timely and transparent reports of our financial
performance."

At June 30, 2007, the company's consolidated balance sheet showed
$621.3 million in total assets, $225.5 million in total
liabilities, and $621.3 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2453

        Trustee Rescinds Acceleration of Convertible Notes
              Waives All Existing Events of Default

On Aug. 17, 2006, the company received a notice of default from
U.S. Bank National Association, as trustee for the company's Zero
Coupon Convertible Senior Notes.  The notice asserted that the
company's failure to file its Form 10-Q for the quarter ended
June 30, 2006, constituted a default under Sections 7.2 and 14.1
of the Indenture, dated as of Feb. 1, 2005, between Rambus and the
Trustee).  On Oct. 25, 2006, the company received a notice from
the Trustee stating that since the company had not cured the
default that had been asserted by the Trustee within the sixty-day
cure period, an event of default had in fact occurred as of
Oct. 16, 2006.  On July 31, 2007, the company received a notice of
acceleration from the Trustee stating that under direction
received from holders of more than 25% in aggregate principal
amount of the outstanding convertible notes, the Trustee was
declaring the unpaid principal plus accrued interest and unpaid
liquidated damages immediately due and payable.

On Sept. 20, 2007, the company received a notice from the Trustee
for the convertible notes, rescinding the acceleration of the
convertible notes contained in the letter from the Trustee dated
July 31, 2007, and waiving all existing events of default as
defined in the Indenture.  The notice indicated that the Trustee
had received direction from holders holding a majority in
aggregate principal amount of the convertible notes outstanding to
waive all existing events of default and rescind the acceleration
of the convertible notes.

                        About Rambus Inc.

Headquartered in Los Altos, Calif., Rambus Inc. (NASDAQ: RMBS) --
http://www.rambus.com/-- is a technology licensing company  
specializing in the invention and design of high-speed chip
architectures.  Rambus also maintains regional offices in North
Carolina, India, Germany, Japan, Korea and Taiwan.

                          *     *     *

This concludes the Troubled Company Reporter's coverage of Rambus
Inc. until facts and circumstances, if any, emerge that
demonstrate financial or operational strain on difficulty at a
level sufficient to warrant renewed coverage.


R.H. DONNELLEY: Completes Add'l $500 Mil. of 8.875% Notes Issuance
------------------------------------------------------------------
R.H. Donnelley Corporation has completed the issuance of an
additional $500 million aggregate principal amount of its 8.875%
series A-4 senior notes due 2017 to certain institutional
investors in an offering exempt from the registration requirements
of the Securities Act of 1933.

A portion of the net proceeds from the offering was transferred to
Dex Media East LLC, an indirect subsidiary of the company, in
order to allow Dex Media East to repay a portion of the term loans
outstanding under the existing Dex Media East credit facility.

In addition, the company contributed a portion of the net proceeds
to R.H. Donnelley Inc., a subsidiary of the company, in order to
allow RHDI to repay a portion of the term loans outstanding under
RHDI's credit facility.
    
The senior notes were offered to qualified institutional buyers
under Rule 144A and to persons outside the United States under
Regulation S.  

                     About R.H. Donnelley
    
Headquartered in Cary, North Carolina, R.H. Donnelley Corp.,
fka The Dun & Bradstreet Corp., -- http://www.rhdonnelley.com/ --  
(NYSE: RHD) publishes and distributes print and online directories
in the U.S.  It offers print directory advertising products, such
as yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2007,
Standard & Poor's Ratings Services affirmed its 'B' rating on R.H.
Donnelley Corp.'s 8.875% senior notes due 2017 after the company's
proposed $500 million add-on.  The notes will be sold privately
under Rule 144A of the Securities Act of 1933, and will include
registration rights.  Proceeds from this issue will be used to
repay portions of Dex Media East Inc.'s and R.H. Donnelley Inc.'s
senior secured debt, and to pay for related fees and expenses.
     
Moody's Investors Service has assigned a B3 rating to R.H.
Donnelley Corporation's proposed $500 million of additional series
A-4 senior notes due 2017, and a Ba1 rating to Dex Media East
LLC's proposed $1.2 billion senior secured credit facilities.  
Moody's also affirmed R.H. Donnelley Corporation's B1 Corporate
Family rating.


RECLAMATION CONSULTING: KMJ Corbin Raises Going Concern Doubt
-------------------------------------------------------------
KMJ Corbin & Company LLP expressed substantial doubt about
Reclamation Consulting and Applications, Inc.'s ability to
continue as a going concern after it audited the company's
financial statements for the fiscal year ended June 30, 2007.
The Auditor stated that the company has incurred recurring losses
and has negative working capital, which indicates that the Company
may lack sufficient working capital to service its debts and to
fund its operations through the fiscal year ending June 30, 2008.

The company reported a net loss of $5,123,839 on $214,912of net
revenue for the year ended June 30, 2007, as compared with a net
loss of $7,215,291 on $96,122of net revenue in the prior year.

At June 30, 2007, the company's balance sheet showed $1,139,264 in
total assets and $3,777,661in total liabilities, resulting in
$2,638,397 stockholders' deficit.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2452

Reclamation Consulting and Applications, Inc., (RCAA.OB) --
http://www.rca-inc.com-- engages in production and sale of  
asphalt release agents, concrete form oils, cleaners, and nonstick
industrial vehicle and equipment coatings.  It offers Alderox line
of products and applicator systems, including ASA-12 and ASA-10,
which are asphalt release agents; DCR, a drag chain lubricant;
PaverBlend, a asphalt related product used to keep paving
equipment free from debris; KR-7, a concrete release agent; TSR, a
product that reduces the build-up of clay, lime, and mud on the
undercarriages and sides of transport vehicles and equipment; and
ASA Cleaners. The company's release agents are applied to
containers, mixers, truck beds, and forms.  It serves paving,
rail, construction, and mining industries. Reclamation Consulting
sells its products in the United States, Canada, Mexico, and
Puerto Rico.  The company is headquartered in San Clemente,
California.


RED HAT: Revenue Growth Cues S&P to Revise Outlook to Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Raleigh,
North Carolina-based Red Hat Inc. to positive from stable and
affirmed the ratings, including the 'B+' corporate credit rating.  
The outlook revision reflects Red Hat's consistent growth in
revenues and operating earnings and improving financial profile.
     
"The ratings reflect Red Hat's narrow business profile, modest
scale relative to other rated software companies, rapid technology
evolution, and highly competitive industry conditions," said
Standard & Poor's credit analyst Molly Toll-Reed.  "These are
partially offset by some barriers to entry provided by the large
number of independent software and hardware vendors that certify
their products to work with Red Hat, and liquidity and cash flow
that are strong for the rating level."
     
Red Hat provides operating and middleware software and related
services predominantly to large enterprise customers.
     
S&P expect to see financial leverage multiples continue to improve
over the intermediate term, driven by EBITDA growth.  Total
adjusted debt to EBITDA (adjusted for stock compensation) was 4.7x
as of August 2007, compared with 6x in the prior-year period.  
While financial leverage is still relatively high,
free cash flow as a percent of debt is strong for the rating at
more than 25%, reflecting the up-front payment characteristics of
Red Hat's subscription model.


REMY WORLDWIDE: Selects Shearman & Sterling as Lead Counsel
-----------------------------------------------------------
Remy Worldwide Holdings Inc. and its debtor-affiliates seek the
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Shearman & Sterling LLP as their lead
bankruptcy counsel, nunc pro tunc to Oct. 8, 2007.

The Debtors selected Shearman & Sterling because the firm
possesses extensive knowledge in the areas of law relevant to the
Debtors' case.  Shearman & Sterling has represented debtors,
creditors, creditors' committees, lenders, and various parties-in-
interest in numerous Chapter 11 cases.  Shearman & Sterling has
also developed significant knowledge of the Debtors' affairs and
issues, as a result of the firm's prepetition representation of
the Debtors.

As counsel, Shearman & Sterling will:

   (a) provide legal advice with respect to the Debtors' duties
       in the continued operation of their business and
       management of properties;

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

   (c) pursue the confirmation of the Debtors' Plan of
       Reorganization, or of an alternative Plan, if necessary;
       and the approval of corresponding solicitation
       procedures and disclosure statements;

   (d) attend meetings and negotiations with creditors, equity
       holders, prospective investors, acquirers, or other
       parties-in-interest

   (e) provide general bankruptcy and non-bankruptcy legal
       services, as may be requested by Debtors;

   (f) appear before the Bankruptcy Court, any appellate
       courts, and the U.S. Trustee to protect the Debtors'
       interest; and

   (g) perform all other legal services to the Debtors, as
       deemed proper and necessary.

Shearman & Sterling's standard hourly rates are:

        Professional                Hourly Rate
        ------------                -----------
        Partner                     $695 - $940
        Counsel and Specialist      $500 - $750
        Associate                   $325 - $595
        Legal Assistant             $100 - $235

Shearman & Sterling will also be reimbursed for out-of-pocket,
necessary expenses.

Douglas P. Bartner, Esq., a member at Shearman & Sterling LLP, in
New York, discloses that in the one-year period prior to the
Petition Date, his firm was paid $6,098,584 by the Debtors on
account of services related to the Debtors' reorganization
efforts, including their bankruptcy filing.  The firm also
received a $750,000 retainer for estimated fees and expenses from
September 27 through October 8.

Mr. Bartner assures the Court that his firm does not represent
any interest adverse to the Debtors' estate or their creditors in
connection with the Chapter 11 case, and is a "disinterested
person," as defined in Section 101(14) of the Bankruptcy Code.

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).  


REMY WORLDWIDE: Wants to Employ YCS&T As Delaware Counsel
---------------------------------------------------------
Remy Worldwide Holdings Inc. and its debtor-affiliates ask
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Young Conaway Stargatt & Taylor, LLP as their
Delaware counsel.

Pauline K. Morgan, Esq., a partner at Young, Conaway, Stargatt &
Taylor, LLP, in Wilmington, Delaware, informs the Court that, to
avoid duplication of efforts, Young Conaway has discussed the
division of responsibilities with Shearman & Sterling, LLP, which
the Debtors intend to hire as Lead Counsel.

The Debtors maintain that Young Conaway possesses extensive
knowledge and expertise in the debtors' and creditors' rights and
business reorganizations that will enable the firm to work
efficiently and cost-effectively in behalf of the Debtors'
estates.

As co-counsel, Young Conaway will:

   (a) provide legal advice to the Debtors in their continued
       operation of business and management of properties;

   (b) prepare all necessary legal papers on behalf of the  
       Debtors;

   (c) pursue the confirmation Debtors' Reorganization Plan of
       or of an alternative Plan, if necessary;

   (d) appearing in Court to protect the interests of the
       Debtors; and

   (e) perform all legal services deemed proper and necessary
       in the proceedings.

The principal attorneys and paralegal at Young Conaway who will
provide services to the Debtors -- and their current standard
hourly rates -- are:

          Professional                Hourly Rate
          ------------                -----------
          Pauline K. Morgan               $510
          Edmon L. Morton                 $395
          Kenneth J. Enos                 $275
          Patrick A. Jackson              $250
          Melissa Bertsch, paralegal      $125

Young Conaway will also be reimbursed for out-of-pocket,
necessary expenses.

Ms. Morgan discloses that her firm received from the Debtors a
$75,000 retainer in March 2007 and an additional $30,131 retainer
in April 2007, in connection with the planning and preparation of
initial documents and the firm's postpetition representation of
the Debtors.

Ms. Morgan maintains that Young Conaway is a "disinterested
person", as defined in Section 104(14) of the Bankruptcy Code.  
The firm does not hold or represent any interests in the Debtors'
estates, Ms. Morgan says.

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 Lowers Ratings on 1,713 Classes of Mortgage Loans
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 1,713
classes of U.S. RMBS backed by first-lien subprime mortgage loans,
first-lien Alternative-A mortgage loans, and closed-end second-
lien mortgage loans issued from Jan. 1, 2007, through June 30,
2007.  These classes are from 136 subprime transactions, 128 Alt-A
transactions, and 19 closed-end second-lien transactions.  The
downgraded classes represent approximately $23.35 billion of
original par amount, which is 6.28% of the $371.9 billion original
par amount of these three types of U.S. RMBS rated by Standard &
Poor's between Jan. 1, 2007, and June 30, 2007, and 4.71% of the
approximately $495 billion original par amount of all U.S. RMBS
rated during this period.

In addition, S&P placed the ratings on 646 other classes from 109
transactions backed by U.S. RMBS first-lien subprime mortgage
loans and U.S. RMBS first-lien Alt-A mortgage loans issued during
the same period on CreditWatch with negative implications.  S&P
expect to resolve the CreditWatch placements within the next few
weeks, and anticipate that the results of that review will be
similar to the recent rating actions.

Finally, S&P affirmed the ratings on securities representing
$245.1 billion original par value of U.S. RMBS backed by these
three types of mortgage loans issued during the same period.

The current rating actions reflect a review of the transactions
using our most recently updated rating assumptions for new deals.  
Transactions issued in 2007 do not have sufficient payment
histories to reliably apply the surveillance method announced in
July 2007.  However, the same risks that are apparent in the
transactions issued in 2006 are also present in the 2007
transactions.

                 Impact on ABCP, SIV, and CDOs

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

Standard & Poor's has also completed a global review of its rated
SIV and SIV-lite structures with regard to exposure to these U.S.
RMBS classes.  This review shows that two SIV-lites have exposure
to six tranches of these U.S. RMBS classes.  In addition, five
SIVs have exposure to 20 tranches of these
U.S. RMBS classes.  However, exposure to the affected U.S. RMBS
classes will not, in and of itself, result in any adverse rating
actions with regard to these SIV and SIV-lite structures.

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

                 Factors Driving Rating Actions

Assumptions Applied To Deals Issued In First Half Of 2007 Backed
By First-Lien Subprime And First-Lien Alt-A Mortgage Loans:

The first step, as stated above, was to review all of the
transactions with S&P's updated default, loss, and cash flow
assumptions for rating new deals.  S&P then subjected these
results to qualitative adjustments in order to more appropriately
match rating actions with increases in credit risk, but
concurrently mitigate minor differences in model results and
account for increasing ratio of credit support to outstanding pool
balance.

S&P then separated the results into quartiles depending on the
ratio of seriously delinquent loans (90-plus-days, foreclosures,
and real estate owned {REO}) to Standard & Poor's expected
defaults.  The ratings on the top 25% and bottom 25% of the issues
were further adjusted positively or negatively.     Transactions
issued in May and June 2007 proved too unseasoned for delinquency
experience to sufficiently develop a meaningful relative ranking,
so there was no delinquency based adjustment around those results.

Given that S&P's 'AAA' and 'AA' stressed default and loss
assumptions are very different from the current market
environment, S&P subjected a sample of these bonds to a hybrid
stress and analyzed that sample with a modified default and
loss curve.  First, S&P stressed losses at the 'BBB' level (for
the purposes of this analysis, this averaged a lifetime rate of
13.6% for subprime and 3.1% for Alt-A) for the first three years.  
After year three, S&P increased the default and loss stress to a
'AAA' level (which averaged a lifetime rate of
31.6% for subprime and 8.8% for Alt-A) for the remaining life of
the transactions.  The results of this analysis showed that the
'AAA' and 'AA' tranches survived without incurring an interest
shortfall or principal loss, and led, together with other factors,
to the affirmations of the 'AAA' and 'AA' securities.

Assumptions Applied to Deals Issued in First Half Of 2007 Backed
By Closed-End Second-Lien Mortgage Loans:

S&P also undertook a review of U.S. RMBS backed by closed-end
second-lien loans issued during the same period.  S&P reviewed all
of the first-half 2007 closed-end second-lien transactions under
the new, more stressful assumptions for rating new deals.  This
resulted in a significant increase to loss coverage
requirements, resulting in downgrades that are more severe than
those for first-lien mortgage loans.  This is consistent with the
extremely poor and unprecedented performance S&P have seen in
closed-end second-liens in recent vintages.

                      Economic Factors

Standard & Poor's expects that conditions in the U.S. housing
market, especially in the subprime sector, will continue to
decline before they improve, with home prices remaining under
stress.   

                      Classes Downgraded

                      Subprime Downgrades

S&P lowered the ratings on a total of 136 U.S. RMBS transactions
backed by first-lien subprime mortgage loans.  The 1,029
downgraded classes had an original par amount of approximately
$17.43 billion, which represents 11.63% of the approximately $150
billion in U.S. RMBS backed by first-lien subprime mortgage loans
rated by Standard & Poor's from Jan. 1, 2007 through the end of
June 2007.  These downgrades are distributed across rating
categories, as a percentage of the total amount downgraded, as:

      Rating category        Percentage of ratings lowered
      ---------------        -----------------------------
            AAA                          14.10
            AA+                           3.10
            AA                            8.34
            AA-                          10.92
            A+                           12.41
            A                            11.34
            A-                            8.39
            BBB+                         10.12
            BBB                           7.31
            BBB-                          8.36
            BB+                           4.03
            BB                            1.52
            BB-                           0.00
            B+                            0.07

Alt-A DowngradesWe also lowered the ratings on a total of 128 U.S.
RMBS transactions backed by first-lien Alt-A mortgage loans.  The
524 downgraded classes had an original par amount of approximately
$2.55 billion, which represents 1.25% of the
approximately $204.6 billion in U.S. RMBS backed by first-lien
Alt-A mortgage loans rated by Standard & Poor's from Jan. 1, 2007
through the end of June 2007.  These downgrades are distributed
across rating categories, as a percentage of the total amount
downgraded, as:

      Rating category       Percentage of ratings lowered
      ---------------        ---------------------------
            AAA                          2.09
            AA+                          3.38
            AA                          11.22
            AA-                          5.51
            A+                           7.37
            A                           13.08
            A-                          10.12
            BBB+                         8.31
            BBB                         13.33
            BBB-                         9.29
            BB+                          1.60
            BB                           8.55
            BB-                          1.05
            B+                           0.00
            B                            5.09

Closed-End Second-Lien DowngradesWe also lowered the ratings on a
total of 19 U.S. RMBS transactions backed by closed-end second-
lien mortgage loans.  The 160 downgraded classes had an
original par amount of approximately $3.35 billion, which
represents 19.37% of the approximately $17.3 billion in U.S. RMBS
backed by closed-end second-lien mortgage loans rated by Standard
& Poor's from Jan. 1, 2007 through the end of June 2007.  These
downgrades are distributed across rating categories, as a
percentage of the total amount downgraded, as follows:

      Rating category       Percentage of ratings lowered
      ---------------        --------------------------
            AAA                         50.50
            AA+                          6.95
            AA                           8.54
            AA-                          3.93
            A+                           3.60
            A                            5.30
            A-                           4.84
            BBB+                         3.90
            BBB                          3.23
            BBB-                         3.72
            BB+                          4.66
            BB                           0.84

Standard & Poor's, a division of The McGraw-Hill Companies
(NYSE:MHP), is the world's foremost provider of independent credit
ratings, indices, risk evaluation, investment research and data.  
With approximately 6,300 employees located in 20 countries and
markets, Standard & Poor's is an essential part of the world's
financial infrastructure and has played a leading role for more
than 140 years in providing investors with the independent
benchmarks they need to feel more confident about their investment
and financial decisions.


RURAL/METRO: Inks Secured Credit Facility Amendment and Waiver
--------------------------------------------------------------
Rural/Metro Corporation has entered into an amendment and waiver
to its senior secured credit facility effective Sept. 1, 2007.  
The agreement waives any defaults that existed under the credit
agreement.  The company has paid an amendment and waiver fee of
$733,000 to its lenders.

The amendment and waiver were required as a result of the
company's delay in filing its 2007 Annual Report on Form 10-K due
to a restatement relating to financial reporting for several
items, including income taxes, a retirement plan match, operating
leases and subscription revenue.

The company's senior secured credit facility includes the
$83 million Term Loan B, the undrawn $20 million revolving credit
and the $45 million letter of credit facility, all due in 2011.

Additionally, the company sought from its lenders certain
financial covenant relief contained in the credit agreement,
including total leverage ratio, interest expense coverage ratio
and fixed charge ratio in order to provide additional operational
flexibility.

The company also obtained consent to the sale of real property due
to favorable market conditions for commercial properties, on the
basis that 100% of net proceeds will be used to repay the Term
Loan B.

As a result of these provisions, the company agreed to an increase
in the applicable margin over LIBOR to 350 basis points, from 225
basis points on the Term Loan B, well as an increase in the
applicable margin to 350 basis points, from 225 basis points on
the letter of credit facility.

The company anticipates related annual interest expense will
increase approximately $1.6 million as a result.  Approximately $1
million of additional interest expense is attributable to Term
Loan B debt based on the current amount outstanding, and
approximately $600,000 is attributable to the $45 million letter
of credit facility.

The company also agreed that in the event it enters into a
repricing transaction under the credit facilities within 12 months
of the date of the amendment and waiver, it will pay lenders a
prepayment premium of 1% on the amount of the then-outstanding
loans and/or letters of credit deposits.

                  About Rural/Metro Corporation
   
Headquartered in Scottsdale, Arizona, Rural/Metro Corporation
(Nasdaq:RURL) -- http://www.ruralmetro.com/-- provides emergency  
and non-emergency medical transportation, fire protection, and
other safety services in 23 states and approximately 400
communities throughout the United
States.

                          *     *     *  

As reported in the Troubled Company Reporter on Sept. 21, 2007,
Standard & Poor's Ratings Services revised its outlook on
Rural/Metro Corp. to negative from stable.  S&P also affirmed the
ratings on Rural/Metro, including the 'B' corporate credit
rating.  The outlook revision reflects S&P's increased concern
with the company's limited liquidity.


RYERSON INC: Stockholders Vote For Merger Contract with Rhombus
---------------------------------------------------------------
Ryerson Inc. stockholders voted to approve the merger agreement
providing for the acquisition of Ryerson by affiliates of Platinum
Equity LLC. at a special meeting of stockholders held Oct. 17,
2007.    

The Canadian Competition Bureau has provided clearance of the
proposed acquisition on Oct. 15, 2007.
    
Subject to the satisfaction or waiver of the remaining closing
conditions, Ryerson expects the transaction to close today, Oct.
19, 2007.

Upon the closing of the transaction, Ryerson will become a
wholly owned subsidiary of Rhombus Holding Corporation, and the
company's common stock will no longer be listed on the New York
Stock Exchange.

In connection with the closing, Ryerson expected that its shares
of common stock will cease trading on the New York Stock Exchange
effective Oct. 18, 2007.
    
                About Rhombus Merger Corporation

Rhombus Merger Corporation is a wholly owned subsidiary of Rhombus
Holding Corporation and is owned by funds controlled by Platinum
Equity.  Rhombus Merger was formed solely for the purpose of
merging with and into Ryerson, which will be the surviving
corporation of the merger and a wholly owned subsidiary of Parent.
    
                        About Ryerson Inc.

Headquartered in Chicago, Illinois, Ryerson Inc. (NYSE: RYI) --
http://www.ryerson.com/-- is a distributor and processor of    
metals in North America.  The company services customers through a
network of service centers across the United States and in Canada,
Mexico, India, and China.  

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 28, 2007,
Standard & Poor's Ratings Services affirmed its ratings on
Ryerson Inc., including its 'B+' corporate credit rating.  S&P
removed all ratings from CreditWatch, where they had been placed
with negative implications on July 24, 2007, after the company   
after it has agreed to be acquired by Platinum Equity for around
$2 billion.


RYLAND GROUP: Cuts Revolving Credit Commitment to $750 Million
--------------------------------------------------------------
The Ryland Group Inc. amended its unsecured revolving credit
facility and reduced the aggregate commitments from
$1.1 billion to $750 million.  The reduction of commitments by the
company reflects its reduced capital needs and lowers related
unused and administrative fees.  The facility maturity date of
January 2011 and the uncommitted accordion feature to $1.5 billion
remain unchanged.

The amendment provides the company with additional operating
flexibility under the consolidated tangible net worth covenant,
eliminates the interest coverage covenant, modifies the leverage
covenant to increase or decrease based on interest coverage levels
with a maximum permitted leverage ratio of 57.5%, and revises
pricing.

J.P. Morgan Securities Inc. acted as lead arranger and sole
bookrunner for the facility with JPMorgan Chase Bank N.A. as
administrative agent; Bank of America N.A. and Wachovia Bank,
National Association as syndication agents; SunTrust Bank and The
Royal Bank of Scotland plc as documentation agents; Barclays Bank
PLC, Citicorp North America Inc., Guaranty Bank, PNC Bank,
National Association, UBS Loan Finance LLC, and Washington Mutual
Bank, FA as managing agents; and 10 other lenders as co-agents or
participants in the facility.

Headquartered in Southern California, The Ryland Group Inc.
(NYSE:RYL) -- http://www.ryland.com/-- is one of the United  
States' largest homebuilders and a leading mortgage-finance
company.  The company currently operates in 27 markets across the
country and has built more than 245,000 homes and financed more
than 205,000 mortgages since its founding in 1967.   Ryland is a
Fortune 500 company.

                         *     *     *

In January 2003, Moody's placed the company's senior subordinate
rating at Ba2 which still holds true to date.  The outlook is
stable.


SCO Group: Terminates 16 Employees; Wants Names Filed Under Seal
----------------------------------------------------------------
In a filing with the U.S. Bankruptcy Court for the District of
Delaware, SCO Group Inc. and SCO Operations Inc. disclosed that
they were terminating 16 of their 123 employees.

The Debtors, in this regard, ask the Court for authority to
continue their prepetition severance policy and payment of
severance and accrued benefits to the terminated employees.  The
Debtors say that to filing bankruptcy, they had a severance policy
generally applicable to all full-time employees terminated without
cause.

At the same time, the Debtors also ask the Court that copies of
their severance policy as well as the names and specific severance
amounts to be paid to terminated employees be filed under seal.  
The Debtors contend that the information contained in these
documents consitute  confidential information that is not in the
public realm.

The Debtors fear that their current employees as well as the
identified terminated employees may experience harrasment from
other companies in the Debtors' industry.  The Debtors further
argue that "poaching" of the remaining employees by competitors
may occur if the information is made public.

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

The company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead Case
No. 07-11337).  Paul Steven Singerman, Esq., and Arthur Spector,
Esq., at Berger Singerman P.A., represent the Debtors.  James
O’Neill Esq., and Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, is the Debtors' local counsel.  Epiq Bankruptcy
Solutions, LLC, acts as the Debtors' claims and noticing agent.  
An Official Committee of Unsecured Creditors has yet to be
appointed in these cases by the Office of the United States
Trustee.  The Debtors' exclusive period to file a chapter 11 plan
expires on March 12, 2008.


SCO GROUP: Files Schedules of Assets and Liabilities
----------------------------------------------------
The SCO Group Inc. submitted to the U.S. Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule                Assets      Liabilities
     ----------------              ----------    -----------
  A. Real Property                                          
  B. Personal Property             $4,772,875
  C. Property Claimed as
     Exempt                                            
  D. Creditors Holding
     Secured Claims
  E. Creditors Holding                              
     Unsecured Priority
     Claims                                         
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        2,141,258
                                   ----------    -----------
     TOTAL                         $4,772,875     $2,141,258

                    SCO Operations' Schedules

In a separate filing, SCO Operations Inc., a debtor-affiliate,
also filed its schedules of assets and liabilities, disclosing:

     Name of Schedule                Assets      Liabilities
     ----------------              ----------    -----------
  A. Real Property                                          
  B. Personal Property             $9,549,519
  C. Property Claimed as
     Exempt                                            
  D. Creditors Holding
     Secured Claims
  E. Creditors Holding                              
     Unsecured Priority
     Claims                                         $484,514
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        2,533,975
                                   ----------    -----------
     TOTAL                         $9,549,519     $3,018,489

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

The company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead Case
No. 07-11337).  Paul Steven Singerman, Esq., and Arthur Spector,
Esq., at Berger Singerman P.A., represent the Debtors.  James
O’Neill Esq., and Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, is the Debtors' local counsel.  Epiq Bankruptcy
Solutions, LLC, acts as the Debtors' claims and noticing agent.  
An Official Committee of Unsecured Creditors has yet to be
appointed in these cases by the Office of the United States
Trustee.  The Debtors' exclusive period to file a chapter 11 plan
expires on March 12, 2008.


SOLUTIA INC: Treatment of Claims Under Revised Plan
---------------------------------------------------
Under the Consensual Plan filed by Solutia Inc. and its debtor-
affiliates with the U.S. Bankruptcy Court for the Southern
District of New York on Oct. 15, 2007, all Claims and Equity
Interests, except Administrative Expense Claims and Priority Tax
Claims, are classified in 20 classes for purposes of voting and
future distributions.

According to Jeffry N. Quinn, chairman, president and chief
executive officer of Solutia, Inc., the proposed recoveries are
"projected" recoveries and may change based on certain
adjustments in Allowed Claims and available proceeds.  The
recovery calculations, he explained, are based on these
assumptions:

  (i) a midpoint implied equity value for Reorganized Solutia
      of approximately $1,200,000,000;

(ii) a General Unsecured Claims pool of $342,000,000 -- the
      midpoint of Solutia's estimated range for the ultimate
      aggregate amount of Allowed General Unsecured Claims;

(iii) an exercise price in the Rights Offering at a 33.33%
      discount to Solutia's Valuation;

(iv) full subscription to the Rights Offering by participating
      parties;

  (v) full subscription by the Backstop Group to the Backstop
      Pool; and

(vi) that all recoveries are calculated net of the cost to
      acquire rights.

The Classes of Claims are:

                                            Estimated  Estimated
                                            Aggregated Percentage
Class  Designation     Treatment            Amount     Recovery
-----  -----------     ---------            ---------  ---------
1      Priority
        Non-Tax Claims  Unimpaired;          $2,200,000   100%
                        deemed to accept

2      Secured Claims  Unimpaired;          40,000,000   100%
                                                 to
                                             50,000,000

3      Senior Secured  Impaired;            209,900,000  100%
        Note Claims     entitled to vote

4      Convenience     Unimpaired;          1,000,000    100%
        Claims          deemed to accept        to
                                             2,500,000

5      CPFilms Claims  Impaired;            8,400,000    100%
                        entitled to vote

6      NRD Claims      Unimpaired;             N/A        -
                        deemed to accept

7      Insured Claims  Unimpaired;             N/A        -
                        deemed to accept

8      Tort Claims     Unimpaired;             N/A        -
                        deemed to accept

9      Legacy Site     Unimpaired;             N/A        -
        Claims          deemed to accept

10    Equity           Unimpaired;             N/A       N/A
       Interests in     deemed to accept
       all Debtors
       other than
       Solutia

11    Monsanto Claim   Impaired;               -            -
                        entitled to vote

12    Noteholder       Impaired;          455,400,000    88.4%
       Claims           entitled to vote

13    General          Impaired;          317,000,000    83.1%
       Unsecured        entitled to            to
       Claims           vote               367,000,000

14    Retiree Claim    Impaired;           35,000,000    69.8%
                        entitled to vote

15    Pharmacia        Impaired;               N/A        N/A
       Claims           entitled to vote


16    Non-Debtor       Impaired;          108,000,000      40%
       Intercompany     entitled to vote
       Claims

17    Debtor           Impaired;        2,440,000,000       0%
       Intercompany     entitled to vote
       Claims

18    Axio Claims      Impaired;               N/A          0%
                        deemed to reject

19    Security Claims  Impaired;         Pro Rata Share      -
                        entitled to vote

20    Equity           Impaired;
       Interests in     entitled to vote     0.01/share       -
       Solutia

Pursuant to Section III.B.7 of the Consensual Plan, the NRD
Claims will be reinstated and paid in accordance with the terms
of the Consensual Plan and the Monsanto Settlement Agreement.
Section III.B.8, on the other hand, provides that the Tort Claims
will be unaffected by Solutia's Chapter 11 cases and will be
resolved in the ordinary course of business.

Monsanto is taking financial responsibility for the Legacy Site
Claims under the Consensual Plan.

Pursuant to the Consensual Plan and the Monsanto Settlement
Agreement, Pharmacia will receive a limited indemnity from
reorganized Solutia and a limited release from the Debtors,
Reorganized Solutia and their estates for claims arising before
the Petition Date; Holders of Claims or Equity Interests; and the
Retirees Committee.

Holders of Security Claims will receive their Pro Rata share of
the Distribution provided to Holders of Equity Interests in Class
20.

Solely for purposes of tabulating votes to accept or reject the
Plan in accordance with Section 1126(d) of the bankruptcy Code,
each share of Solutia's common stock will be deemed to be worth
$0.01.

Mr. Quinn states that the Plan Distributions will be made only to
Holders of Allowed Claims and certain Holders of common stock in
Solutia.  Holders of disputed claims will receive no
distributions unless and until their claims become Allowed.  He
adds that a condition to the Effective Date is that Solutia
establish a "Disputed General Unsecured Claims Reserve."

According to Mr. Quinn, the reserve cannot be established and
initial distributions to Holders of Allowed General Unsecured
Claims and 2027/2037 Notes Claims cannot be made until all
relevant unliquidated and disputed claims are estimated or fixed
for distribution purposes.  There are currently 15 unliquidated
claims classified as General Unsecured Claims, excluding claims
that Solutia believes are Tort Claims, Legacy Site Claims,
Retiree Claims or Claims in other Classes that are not subject to
the Disputed General Unsecured Claims Reserve.

In addition, Mr. Quinn notes, there are 62 General Unsecured
Claims in the asserted amount of $634,170,000, which Solutia
opposes for various reasons.  The number excludes claims that
Solutia believes are Tort Claims, Legacy Site Claims, Retiree
Claims or Claims in other Classes that are not subject to the
Disputed General Unsecured Claims Reserve.

While it is in the process of attempting to resolve each of these
Claims, Solutia projects that if the Effective Date occurs on
December 31, 2007, the amount it would need to reserve for the
Claims is $40,460,000, comprised of approximately $20,000,000 on
account of Unliquidated Claims and approximately $20,000,000 for
other disputed General Unsecured Claims.

Mr. Quinn says the estimate does not include the additional
General Unsecured Claims related to the "Dickerson Plaintiffs" or
the Senior Secured Notes, if any.  The Dickerson Claim, which was
asserted for $290,000,000, was estimated by Solutia at $0.

The Unimpaired Classes 1, 2, 4, 6, 7, 8, 9, and 10 will be paid
in cash, in full, on the Effective Date, will be reinstated or
will otherwise not be impaired by the terms of the Amended Plan.
Holders of Claims in those Classes are deemed to accept the
Amended Plan.  Claims in Class 16 will receive a distribution
under the Amended Plan, and its holders are deemed to accept the
Amended Plan.  Claims in Class 17 will not receive a distribution
and its holders are deemed to accept the Amended Plan.

The Impaired Classes 3, 5, 11, 12, 13, 14, 15, 19, and 20 are
entitled to vote on the Amended Plan.  Claims in Class 3 will be
satisfied, as determined by the Court, on the Effective Date, but
are deemed impaired for voting purposes.  Class 5 Claims will be
paid in cash in full on the Effective Date, but are deemed
impaired for voting purposes.

Claims in Classes 11, 12, 13, 14, 15, and 19 will receive
distribution of shares of New Common Stock or other distributions
under the terms of the Amended Plan.  Eligible holders of Solutia
common stock will receive distributions of shares of New Common
Stock, warrants, Equity Purchase Rights or Claim Transfer Rights.

                        About Solutia Inc.

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

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

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Disclosure Statement hearing began on
July 10, 2007, and is continued to Oct. 19, 2007.  (Solutia
Bankruptcy News, Issue No. 101; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SOUTH CAROLINA EDUCATION: S&P Cuts Revenue Debt Rating to BB
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on South
Carolina Education Facilities Authority's revenue debt issued for
Benedict College to 'BB' from 'BB+'.  The outlook remains
stable.
     
"The lowered rating reflects weaker-than-anticipated financial
performance in 2006," said Standard & Poor's credit analyst Bobbi
Gajwani.  "College management indicates that fiscal 2007 financial
performance is likely to be balanced on a GAAP basis, but fiscal
2008 will be a challenge due to increased enrollment, deferred
maintenance, and the restoration of wage cuts that were imposed in
prior fiscal years."
     
Liquidity levels have deteriorated significantly in fiscal 2006.  
In addition, with much of its investments pledged as collateral
for certain bank notes, the college's liquidity levels are
overstated.  In fiscal 2006, unrestricted resources fell 52% to
$14.2 million from $29 million in fiscal 2006, representing a weak
23% of operating expenses and 18% of total debt.  Cash and
investments also fell from fiscal 2005 and equaled a weak 31% of
operating expenses and 24% of total debt.  The college has written
off a substantial portion of its student loan portfolio, further
diminishing reported earnings and lowering asset values.  The
college's endowment had a market value of $18.5 million as of
fiscal year ending June 30, 2007, flat from the prior year.  
     
Benedict College was founded in 1870 under the auspices of
American Baptist Home Mission Society, now known as the Baptist
Church.  The college is in Columbia, South Carolina, where it
provides undergraduate-level courses.


SOUTHERN STAR: Case Summary & Four Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Southern Star Title Plant, Inc.
        Route 6, Box 535E
        Edinburg, TX 78539

Bankruptcy Case No.: 07-70464

Chapter 11 Petition Date: October 17, 2007

Court: Southern District of Texas (McAllen)

Debtor's Counsel: Harrell Zeekie Browning, Esq.
                  600 Leopard Street, Suite 103
                  Corpus Christi, TX 78473
                  Tel: (361) 883-1940
                  Fax: (361) 883-3820

                  Ronald A. Simank, Esq.
                  Schauer & Simank
                  615 Upper North Broadway, Suite 2000
                  Corpus Christi, TX 78477-0301
                  Tel: (361) 884-2800
                  Fax: (361) 884-2822

Estimated Assets:         Less than $10,000

Estimated Debts: $1 Million to $100 Million

Debtor's Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Darryl Lemke                   Advances                   $45,000
Route 6, Box 535E
Edinburg, TX 78540

Domingo Flores                 Advances                   $45,000
P.O. Box 681
Edinburg, TX 78540

Santo Andrei Investments       Advances                   $45,000
1410 Dove Avenue
McAllen, TX 78504

Richard Rupert                 Advance                     $5,000


SOVEREIGN BANCORP: Earns $58.2 Million in Qtr. Ended Sept. 30
-------------------------------------------------------------
Sovereign Bancorp Inc., parent company of Sovereign Bank reported
Tuesday net income for the third quarter of 2007 of $58.2 million,  
as compared to $184 million for the third quarter of 2006.  Net
income in the third quarter of 2007 was adversely impacted by
disruption in the consumer credit environment and volatility in
credit markets.

Sovereign's operating earnings for EPS purposes were $95.5 million
for the quarter ended Sept. 30, 2007, as compared to $207 million
a year ago.  Operating earnings for the third quarter of 2007
excludes after-tax restructuring charges related to the previously
disclosed  expense reduction initiative of $3.9 million and
additional loan loss provision of $30.6 million after-tax related
to the correspondent home equity portfolio.  Operating earnings
for the third quarter of 2006 excludes restructuring charges of
$18.5 million after-tax.  

Commenting on results for the third quarter of 2007, Joseph P.
Campanelli, Sovereign's president and chief executive officer,  
stated, "Because of the charges taken as a result of dislocations
in the mortgage market, liquidity issues impacting the broader
sector and a Sovereign-specific issue related to strengthening
reserves in our indirect auto business, our earnings for the
quarter are disappointing.  Looking beyond these items and at our
core businesses, I believe there are many things going well within
our company, and certain operating trends such as net interest
margin and continued expense discipline are heading in the right
direction."

                  Net Interest Income and Margin

For the third quarter of 2007, Sovereign reported net interest
income of $457 million as compared to $453 million last quarter
and $492 million in the third quarter of 2006.  Sovereign's
average loan balances decreased by $5.8 billion over last year as
a result of the balance sheet restructuring completed in the first
quarter of 2007, while average loan balances decreased about
$110 million on a linked quarter basis to $56.7 billion.  The
period-end loan portfolio increased by approximately $621 million
from balances at June 30, 2007, reflecting strong growth in the
auto loan portfolio and moderate growth in commercial and direct
home equity loan categories partially offset by planned runoff in
residential mortgage and commercial multi-family loans.  
Sovereign's average core deposits decreased $2.3 billion over last
year as Sovereign continues to reduce its reliance on wholesale
deposit sources.  Average core deposits decreased $966 million
linked quarter to $34.6 billion driven by reductions in higher-
cost deposits as government and wholesale core deposit categories
declined $1.0 billion during the quarter.  The weighted average
cost of these wholesale deposits was 5.26% versus Sovereign's
overall cost of non-wholesale deposits of 2.61%.
    
Net interest margin was 2.74% for the third quarter of 2007 as
compared to 2.71% in the prior quarter and 2.64% a year ago.

                       Non-Interest Income

Total fees and other income before security gains totaled
$141 million for the third quarter of 2007 compared to
$172 million a year ago and $190 million last quarter.  Total fees
and other income before security gains were adversely impacted
this quarter as a result of the dislocation in the secondary
capital markets, which resulted in $19.4 million of capital
markets losses, $6.2 million of market value adjustment losses
impacting commercial banking fees and $8.3 million of market value
adjustment losses impacting mortgage banking revenues.  Excluding
these items total fees and other income before security gains
increased 2.0% over last year.

Consumer and commercial banking fees are down from a year ago and
linked quarter as a result of a $6.2 million lower of cost or
market adjustment recorded in the current quarter on Sovereign's
loan syndicated trading portfolio.

Mortgage banking revenues for the quarter were $3.8 million,
compared to $26.5 million last quarter and $14.3 million in the
same quarter a year ago.  Included in mortgage banking revenues
this quarter was a loss of $8.3 million related to the lower of
cost or market adjustments on the CMBS pipeline and servicing
values.  Last quarter, mortgage banking revenues included a gain
of $13.8 million related to the commercial loan securitization
that took place during the quarter.
   
Capital markets revenues for the quarter were a loss of
$12.6 million as a result of $19.4 million of losses on financings
Sovereign provided to a number of mortgage companies who have
declared bankruptcy and/or defaulted on certain agreements.  These
mortgage companies have been impacted by adverse developments in
the non-prime sector related to loan losses which has decreased
investor demand for loans originated and sold by these mortgage
companies resulting in liquidity issues for the mortgage
companies.
    
                      Non-Interest Expense

G&A expenses were $342 million for the third quarter of 2007, up
$5.1 million or 1.5% from the second quarter as a result of
increased legal reserves and expense and a $3.2 million charge
related to a repossessed asset.  G&A expenses to average assets
were 1.66% for the quarter, compared to 1.65% in the second
quarter and 1.55% a year ago.
              
                          Asset Quality

Annualized net charge-offs were .24% of average loans for the
third quarter, compared to .18% linked quarter and .23% a year
ago.  In dollars, net charge-offs were $33.6 million this quarter
versus $25.7 million in the prior quarter and $35.3 million a year
ago.

Non-performing loans to total loans increased 7 basis points from
second quarter levels to .49%.  Non-performing loans increased by
$42.5 million from last quarter to $282 million.  However,
$41.5 million of this increase is related to the retained
correspondent home equity portfolio.  Non-accruing loans from this
portfolio were previously excluded from the non-accruing loan
balance of $239 million last quarter, as reserves for this
portfolio were segregated.  Excluding these loans, non-accruing
loans increased about $1.0 million over last quarter.  The
allowance for credit losses to non-performing loans was 230% at
Sept. 30, 2007, as compared to 217% at June 30 and 240% at
Sept.  30, 2006.
    
Sovereign's provision for credit losses was $162.5 million this
quarter, compared to $51.0 million in the second quarter and $45.0
million in the third quarter of 2006.  The provision for credit
losses exceeded net charge-offs this quarter by $129 million.  As
previously announced, $47 million of the increase in provision is
related to Sovereign's remaining correspondent home equity
portfolio.  As of Sept. 30, 2007, this portfolio balance was
$415 million, net of discounts and reserves.  Many of these
correspondent home equity loans are non-prime loans which have
been impacted by the deterioration in the housing market and the
reduction in the number of mortgage lenders in the industry
causing an elevated level of delinquencies and charge-offs.
Approximately $40 million of the increase in provision is related
to management's decision to increase reserves for the indirect
auto lending portfolio in response to recent and anticipated
higher net credit losses, as well as portfolio growth.  The
remaining increase in provision is related to the loan loss
reserves required to cover exposures, as well as increased charge-
offs, in our commercial portfolio, primarily in the construction
lending and commercial real estate portfolios.
   
                         Capital

Sovereign's Tier 1 leverage ratio was 6.03% at Sept. 30, 2007, as
compared to 6.40% last quarter.  Tangible equity to tangible
assets, which includes preferred stock, was 4.09%.  Tangible
common equity to tangible assets was 3.85%.  The equity to assets
ratio was 10.08% at Sept. 30, 2007.  Sovereign's capital ratios
were negatively impacted by approximately 12 basis points during
the quarter by a negative mark-to-market adjustment of
approximately $97.0 million on its investment portfolio that is
available-for-sale.  Also impacting certain capital ratios for the
quarter by approximately 22 to 35 basis points was the need to
temporarily hold an additional $4.5 billion of cash and  
investments over quarter-end to maintain compliance with a
regulatory guideline.  Sovereign Bank's Tier 1 leverage ratio was
6.63% and the Bank's total risk-based capital ratio was 10.35% at
Sept. 30, 2007.
    
At Sept. 30, 2007, Sovereign Bankcorp Inc.'s consolidated balance
sheet showed $86.61 billion in total assets, $50.10 billion in
total deposits and other customer related accounts, $26.16 billion
in borrowings and other debt obligations, $1.48 billion in other
liabilities, $146.1 million in minority interests, and
$8.72 billion in total stockholders' equity.

Headquartered in Philadelphia, Sovereign Bancorp Inc. (NYSE: SOV)
-- http://www.sovereignbank.com/-- is the parent company of   
Sovereign Bank, a financial institution with $87 billion in
assets as of Sept. 30, 2007, with principal markets in the
Northeast United States.  Sovereign Bank has 750 community
banking offices, over 2,300 ATMs and approximately 12,000 team
members.  Sovereign offers a broad array of financial services and
products including retail banking, business and corporate banking,
cash management, capital markets, wealth management and
insurance.

                          *     *     *

Sovereign Bancorp Inc. still carries Fitch's BB+ Subordinate Debt
rating last placed on March 10, 2003.


SPECTRUM BRANDS: Postpones Strategic Asset Sale
-----------------------------------------------
Spectrum Brands, Inc. is postponing its strategic asset sale
process due to recent challenging conditions in the credit
markets.

As reported in the Troubled Company Reporter on Oct. 2, 2007,
the company signed a definitive agreement to sell the Canadian
division of its Home & Garden business segment, which operates
under the name Nu-Gro, to a new company formed by RoyCap Merchant
Banking Group and Clarke Inc.  

"We are still committed to reducing outstanding indebtedness and
leverage through the sale of assets," Spectrum Brands Chief
Executive Officer Kent Hussey said.  "We believe that postponing
the auction process until such time as the
credit markets improve will allow us to achieve a full and fair
valuation of these assets."

As previously reported, Spectrum Brands put in place a
$225 million asset-based revolving credit facility with Goldman
Sachs Credit Partners L.P. and Wachovia Bank, National
Association.  The company reiterated that this facility, which was
undrawn at Sept. 30, 2007, provides sufficient liquidity to
operate its business on an ongoing basis.

Headquartered in Atlanta, Georgia, Spectrum Brands Inc. (NYSE:
SPC) -- http://www.spectrumbrands.com/-- is a consumer products  
company and a supplier of batteries and portable lighting, lawn
and garden care products, specialty pet supplies, shaving and
grooming and personal care products, and household insecticides.  
Spectrum Brands' products are sold by the world's top 25 retailers
and are available in more than one million stores in 120 countries
around the world.  The company has manufacturing and distribution
facilities in China, Australia and New Zealand, and sales offices
in Melbourne, Shanghai, and Singapore.  The company has
approximately 8,400 employees worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 3, 2007,
Fitch Ratings has assigned a 'B/RR1' rating to Spectrum Brand's
new four-year, $225 million senior secured asset-backed loan
facility priced at LIBOR +225 basis points.  Fitch also affirmed
these ratings: Issuer Default Rating at 'CCC', $1 billion term
loan B at 'B/RR1', EUR350 million term loan at 'B/RR1', $700
million 7.4% senior subordinated notes at 'CCC-/RR5', $2.9 million
8.5% senior subordinated notes at 'CCC-/RR5', and $347 million
11.25% variable rate toggle senior subordinated notes at 'CCC-
/RR5'.  The Rating Outlook is Negative.


ST. MARY: Board Declares Cash Dividend of $0.05 per Share
---------------------------------------------------------
St. Mary Land & Exploration Company's board of directors declared
a semi-annual cash dividend of $0.05 per share of common stock.  
The dividend will be paid Nov. 12, 2007, to stockholders of record
as of the close of business Nov. 2, 2007.  St. Mary currently has
about 62.8 million shares of common stock outstanding.

St. Mary paid cash dividends to stockholders every year since
1940.  Company management plans to continue making semi-annual
dividend payments at the rate of $0.05 per share for the
foreseeable future, subject to future earnings, capital
requirements, financial condition, credit facility covenants, and
other factors.

Based in Denver, Colorado, St. Mary Land & Exploration Company
(NYSE:SM) -- http://www.stmaryland.com/-- is an independent oil  
and gas company engaged in the exploration, exploitation,
development, acquisition and production of natural gas and crude
oil.  The company's operations are focused in five core operating
areas in the United States: the Rocky Mountain region, the Mid-
Continent region, the ArkLaTex region, the Permian Basin region
and the Gulf Coast region.

                          *     *     *

In March 2007, Moody's placed the company's long-term corporate
family rating at Ba3 which still holds true to date.  The outlook
is stable.

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


STRUCTURED ADJUSTABLE: Moody's Reviews Ba2 Rating on Cl. B4 Certs.
------------------------------------------------------------------
Moody's Investors Service placed under review for possible upgrade
ten tranches and placed under review for possible downgrade one
tranche from several 2004 deals issued by Structured Adjustable
Rate Mortgage Loan Trust.  The transactions consist of primarily
first lien, adjustable-rate Alt-A quality mortgage loans
originated mostly by Aurora Loan Services, Inc.

The certificates are being placed on review for possible upgrade
based on the strong performance of the mortgage pools. The bonds'
current credit enhancement, provided by subordination, is high
compared to the current projected losses on the underlying pools.  
Class B4 from the 2004-11 deal is being placed on review for
possible downgrade based on its low credit enhancement level
relative to the current projected losses on the underlying pool.

The complete rating actions are:

Review for Upgrade:

Issuer: Structured Adjustable Rate Mortgage Loan Trust

   -- Series 2004-11; Class B1 current rating Aa2, under review
      for possible upgrade

   -- Series 2004-11; Class B2 current rating A2, under review
      for possible upgrade

   -- Series 2004-13; Class B1 current rating Aa2, under review
      for possible upgrade

   -- Series 2004-13; Class B2 current rating A2, under review
      for possible upgrade

   -- Series 2004-13; Class B3 current rating Baa2, under
      review for possible upgrade

   -- Series 2004-13; Class BX current rating Baa2, under
      review for possible upgrade

   -- Series 2004-15; Class B1 current rating Aa2, under review
      for possible upgrade

   -- Series 2004-15; Class B2 current rating A2, under review
      for possible upgrade

   -- Series 2004-15; Class B3 current rating Baa2, under
      review for possible upgrade

   -- Series 2004-15; Class BX current rating Baa2, under
      review for possible upgrade

Review for Downgrade:

Issuer: Structured Adjustable Rate Mortgage Loan Trust

   -- Series 2004-11; Class B4, current rating Ba2, under
      review for possible downgrade


SUMMERWIND AT THE BLUFF: U.S. Trustee Wants Ch. 11 Case Converted
-----------------------------------------------------------------
Peter C. Anderson, the United States Trustee for Region 16,
asks the United States Bankruptcy Court for the Central District
of California to convert Summerwind at the Bluff LLC's chapter 11
case into a Chapter 7 liquidation proceeding, or in the
alternative, dismiss the case.

The Trustee also asks the Court to fix quarterly fees, if any,
due and payable to the U.S. Trustee.

The Trustee tells the Court that, pursuant to Section 112(b)(1)
and (b)(2) of the Bankruptcy Code, the Debtor failed to comply
with the reporting requirements of the U.S. Trustee and Local
Bankruptcy Rules.

In addition, pointing to a declaration of George Alfano, a
bankruptcy analyst, the Trustee argues that the Debtor's case is a
single-asset real estate case, and without other assets to
protect, there is no purpose in continuing the Debtor's case.

A hearing to consider the U.S. Trustee's request has been set at
9:00 a.m. today, Oct. 19, 2007.

Headquartered in La Quinta, Calif., Summerwind at the Bluffs LLC
filed a Chapter 11 Petition on November 22, 2006 (Bankr. C.D.
Calif. Case No. 06-13504).  Todd C. Ringstad, Esq. and Nanette D
Sanders, Esq., at Ringstad & Sanders LLP represent the Debtor in
its restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case.  As reported in the
Troubled Company Reporter on April 3, 2007, the Debtor listed
total assets of $31,660,277 and total debts of $18,968,309.


TERADYNE INC: Earns $41 Million in Third Quarter Ended Sept. 30
---------------------------------------------------------------
Teradyne Inc. reported net income of $41 million on sales of
$299 million in the third quarter of 2007.  Income from continuing
operations in the quarter was $35 million on a GAAP basis, and
$32 million on a non-GAAP basis.  Bookings for the third quarter
were $273 million.

"We continue to make solid progress in new design wins, despite
the third quarter decline in semiconductor test bookings," said
Michael Bradley, Teradyne president and chief executive officer.  
"Although tester utilization levels remained very high in the
quarter, customers continue to be cautious about adding capacity
in the short term."

Guidance for the fourth quarter of 2007 is for sales between
$250 million and $275 million.

As of Oct. 17, 2007, Teradyne completed its authorized stock
repurchase program.  Since the inception of the program in the
third quarter of 2006, Teradyne has repurchased 27,947,230 shares
at an average price of $14.31.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$1.60 billion in total assets, $326.8 million in total
liabilities, and $1.27 billion in total shareholders' equity.

Headquartered in North Reading, Mass., Teradyne Inc. (NYSE: TER)
-- http://www.teradyne.com/-- is a supplier of Automatic Test  
Equipment used to test complex electronics used in the consumer
electronics, automotive, computing, telecommunications, and
aerospace and defense industries.  In 2006, Teradyne had sales of
$1.36 billion from continuing operations, and currently employs
about 3,600 people worldwide.

                          *     *     *

Teradyne Inc. still carries S&P's "B+" Long Term Foreign Issuer
Credit and Long Term Local Issuer Credit Ratings which was placed
on Dec. 13, 2002.


THEATER XTREME: Morison Cogen Expresses Going Concern Doubt
-----------------------------------------------------------
Morison Cogen LLP, in Bala Cynwyd, Pa., raised substantial doubt
about Theater Xtreme Entertainment Group, Inc. 's ability to
continue as a going concern after it audited the company's
financial statements for the fiscal year ended June 30, 2007.  The
auditing firm reported that the company incurred significant
losses from operations, has negative working capital and an
accumulated deficit.

The company reported a net loss of $3,446,254 on $6,110,464 of
total revenues for the year ended June 30, 2007, as compared with
a net loss of $2,132,730 on $4,619,142 of total revenues in the
prior year.

At June 30, 2007, the company's balance sheet showed $3,043,920 in
total assets, $4,890,221 in total liabilities, resulting in
$1,846,301 stockholders' deficit.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2451

Theater Xtreme Entertainment Group, Inc. (TXEG.OB) --
http://www.theaterxtreme.com-- operates as a retail store and  
franchise marketing company.  The company engages in retail sales
and distribution through the operation of its home cinema design
centers, the sale of franchise stores, and wholesale product
distribution to franchisees.  Its design centers focus on the sale
and installation of screen front projection in-home cinema rooms,
which include video and audio home theater components.  The
company also sells theater seating, interior decor items,
accessories, and its proprietary digital theater management system
called OneView.  As of August 27, 2007, Theater Xtreme
Entertainment Group operated 5 company owned stores and 10
franchises in 11 states.  The company is headquartered in Newark,
Delaware.


TIMKEN COMPANY: Invests $6 Million on Industrial Expansion
----------------------------------------------------------
The Timken Company disclosed the expansion of its industrial
bearing services capacity in response to the strong long-term
outlook for demand and to extend the company's heavy-industrial
customer base.  Timken will invest nearly $6 million in this
project, which includes the opening of a new service center in
Union, S.C., and the expansion of the company's existing
industrial bearing services facility in South Bend, Indiana.

This investment will enable Timken's Indiana facility to respond
more quickly to customer needs.  The South Carolina service
location, which is currently housed within a Timken bearing
manufacturing plant, will relocate to a facility solely dedicated
to providing industrial bearing services.  The new center will
open in mid-year 2008.  When it is fully operational in early
2009, the new center will have additional capacity to
remanufacture bearing types and brands within the 18- to 51-inch
size range.

"This investment supports Timken's global services strategy of
providing integrated maintenance services for our customers' power
transmission systems," Joseph W. Wonsettler, global operations
manager for industrial services, said.  "This expansion will allow
us to increase bearing repair capacity and improve on-time
delivery requirements for customers."

Through its industrial bearing services, Timken provides customers
with an integrated maintenance program that covers the total
lifecycle of bearings.  Services include mill maintenance
management programs, bearing remanufacturing, chock bearing
maintenance and roll and chock repair.

In addition to South Carolina and Indiana, Timken operates bearing
repair centers in India, Brazil, South Africa, China, Romania and
France.

Headquartered in Canton, Ohio, The Timken Company (NYSE: TKR) --
http://www.timken.com/-- is a manufacturer of highly engineered  
bearings and alloy steels.  It also provides related components
and services such as bearing refurbishment for the aerospace,
medical, industrial and railroad industries.  The company has
operations in Argentina, Australia, Belgium, Brazil, Canada,
China, Czech Republic, England, France, Germany, Hungary, India,
Italy, Japan, Korea, Mexico, Netherlands, Poland, Romania, Russia,
Singapore, South America, Spain, Taiwan, Turkey, United States,
and Venezuela and employs 27,000 employees.

                         *     *     *

The Timken Company carries Moody's Ba1 Long-Term Corporate
Family, Senior Unsecured Debt and Probability-of-Default
Ratings.  Outlook is stable.


UAP HOLDING: Names Jeffrey Rutherford as CFO Effective Oct. 16
--------------------------------------------------------------
UAP Holding Corp. appointed Jeffrey L. Rutherford to the position
of chief financial officer effective Oct. 16, 2007. Mr. Rutherford
will oversee the company's accounting, internal and external
financial reporting, financial planning, and treasury operations.
    
Mr. Rutherford, served as president and chief executive officer of
Lesco Inc., now a part of John Deere & Co., and has also served as
John Deere's chief financial officer from 2002 to 2005.  Prior to
joining Lesco, Mr. Rutherford spent four years with OfficeMax Inc.
as senior vice president, treasurer and chief financial officer.

He began his career as a member of the accounting and audit team
of Arthur Andersen & Co.  Mr. Rutherford received his Bachelor of
Arts from Baldwin-Wallace College in Berea, Ohio and is a
Certified Public Accountant.
    
Mr. Rutherford will succeed Dave Bullock who is moving to the
newly created position of chief operating officer.  Mr. Bullock
has been the chief financial officer since 2003 and will now
manage the operations of the company including retail operations,
logistics, business analytics, procurement, and information
technology.
    
"With Jeff coming on board, Dave will now be able to make the
transition to his new role in the company," L. Kenny Cordell, UAP
Holding Corp.'s chairman, president and chief executive
officer, said.  "Dave's financial acumen, operational savvy, and
industry knowledge will be crucial as we look to gain competitive
advantages through greater efficiencies."
    
"Jeff is a great addition to our management team and I am
confident that based on his strong financial background and
industry experience, he will make an outstanding CFO for our
company in this dynamic time," Mr. Cordell said.  "Dave will be
working closely with Jeff to facilitate a smooth transition."
    
                     About UAP Holding Corp.

Headquartered in Greeley, Colorado, UAP Holdings Corp.
(NASDAQ:UAPH) -- http://www.uap.com/-- is the holding company of  
United Agri Products Inc., an independent distributor of
agricultural and non-crop products in the United States and
Canada.  United Agri Products Inc. markets products, including
chemicals, fertilizer, and seed to farmers, commercial growers,
and regional dealers.  United Agri Products also provides an 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 maintains a network of
approximately 370 distribution and storage facilities and three
formulation plants, located in 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.


U.S. DRY: MOU with Four Chains Targets Add'l $20.57 Mil. Revenue
----------------------------------------------------------------
U.S. Dry Cleaning Corporation has signed Memorandums of
Understanding with four dry cleaning chains that can add
$20.57 million in revenue to the company's revenue base.

These acquisitions are in addition to the company's Central
California acquisition of $6.45 million in revenue.  When
completed, the five acquisitions will bring the company's
annualized revenue to a total of over $37 million.  The company
expects to complete these acquisitions by the end of calendar year
2007.

The aggregate purchase price for the four companies, combined with
the purchase of Team Enterprises of Fresno, California, totals
$11,556,000 in cash, $3,658,000 in assumption of debt, and
$11,343,000 in common stock.

The company intends to finance the cash portion of these, and
future planned acquisitions, with the proceeds of its
$20-million private placement of Senior Secured Convertible Notes.

The notes are convertible into common stock at a fixed price of
$2.50 per share.  The securities offered will not be or have not
been registered under the Securities Act of 1933 and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements.

U.S. Dry Cleaning did not disclose where acquisition candidates
are located.  However, management indicated that these will expand
U.S. Dry Cleaning beyond the current markets of Hawaii and
Southern California.

The company to date has acquired three chains in Hawaii and
Southern California with consolidated revenues of $10 million per
year.

                      About US Dry Cleaning

Headquartered in Palm Springs, California, US Dry Cleaning
Corporation (OTC:UDRY) fka First Virtual Communications Inc. --
http://www.usdrycleaning.com/--  is engaged in laundry and dry   
cleaning business and operates in Honolulu and Palm Springs.
Incorporated in October 1993, U.S. Dry Cleaning is focused on
acquiring profitable businesses that hold a leading share in their
individual markets.

                      Going Concern Doubt

On Nov. 14, 2006, Squar Milner Miranda & Williamson LLP, in
Newport Beach, California, expressed substantial doubt about US
Dry Cleaning Corporation's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Sept. 30, 2006.  The auditors pointed to the
company's recurring losses from operations and an accumulated
deficit of approximately $6.9 million.


VISTEON CORP: Inks MOU for Sale of Largest UK Operation
-------------------------------------------------------
Visteon Corporation has signed a non-binding Memorandum of
Understanding outlining the understanding and status of
discussions regarding the sale of its Swansea, United Kingdom
operation to Linamar Corporation, a Canadian-based auto parts
manufacturer.  The proposed sale, which supports Visteon's three-
year improvement plan, is subject to due diligence, certain third
party agreements, definitive documentation, anti-trust clearance
and corporate approvals.

The proposed sale of the Swansea facility, which is Visteon's
largest operation in the UK, will be a significant milestone in
the company's plan to address non-core facilities and improve its
financial performance.  Visteon recently disclosed that Visteon UK
Limited lost approximately $110 million on revenue of $540 million
during 2006.

"This transaction will represent another major step to achieve
Visteon's profit improvement plan, while continuing to strengthen
our global engineering and manufacturing footprint," said Donald
J. Stebbins, Visteon president and chief operating officer. "We
are committed to working with our customers, employees, unions and
Linamar to reach final agreements and bring the transaction to
closure as quickly as possible."

This action, which will complete the company's divestiture of its
chassis business, builds on the progress already made in
addressing its performance in the UK.  Visteon previously exited
its brake business, successfully transferred unprofitable business
to lower cost countries, and significantly reduced its salaried
workforce in the UK.

As part of the proposed transaction, which is expected to be
completed by year end, Visteon will transfer the manufacturing
facility and associated assets, as well as contracts and certain
intellectual property rights.  The 400 employees currently
employed in the facility are also expected to transfer to the new
owner.  Other details of the MOU were not disclosed.

"When finalized, this proposed transaction will provide a viable
alternative to closure for the Swansea facility, while enabling
Visteon to achieve its business objectives," Steve Gawne, managing
director of Visteon's UK operations, said.  "The Swansea plant
will be a strong strategic fit within Linamar's expanding
driveline division."

This proposed transaction also builds on Visteon's three-year
improvement plan that was announced in 2006.  As part of that
plan, the company is addressing 30 underperforming and non-
strategic operations, improving its base operations in efficiency
and taking a number of steps to grow the business. The proposed
sale of Swansea is the 20th action announced.  The restructuring
actions are expected to generate annual savings of approximately
$400 million.

The company has also achieved a number of other significant
milestones, including addressing two-thirds of its restructuring
items and significantly shifting its manufacturing and engineering
footprints to cost-competitive countries.  Nearly 60% of Visteon's
hourly manufacturing personnel are now in lower cost countries,
compared with 48% at the end of 2005.  By 2009, Visteon plans to
have 75% of its manufacturing personnel and half of its
engineering workforce in cost-competitive countries.
Based in Van Buren Township, Michigan, Visteon Corp. (NYSE: VC) --
http://www.visteon.com/-- is a global automotive supplier that  
designs, engineers and manufactures innovative climate, interior,
electronic, and lighting products for vehicle manufacturers, and
also provides a range of products and services to aftermarket
customers.  The company has more than 170 facilities in 24
countries and employs around 50,000 people.

                          *     *     *

Fitch Ratings affirmed its CCC issuer default rating and B senior
secured bank facility rating on Visteon Corp. on April 2007.  At
the same time, Fitch downgraded its CCC- senior unsecured rating
to CC.


VITESSE SEMICONDUCTOR: Alex Daly Resigns as Company Director
------------------------------------------------------------
Vitesse Semiconductor Corporation reported the resignation of Alex
Daly as a director of the company.  Mr. Daly submitted his
resignation on Oct. 15, 2007 and it is effective immediately.

"Since 1998, Alex has served as a director.  We thank him for this
extended service to Vitesse," said Christopher R. Gardner, chief
executive officer of Vitesse.  "We would also like to recognize
him for his continued energy during the last year as the company
continues on its path of making operational improvements and
achieving substantial gains in critical financial and operating
metrics."

As previously disclosed, the board has sought shareholders’ active
participation in the recruiting of new directors and has retained
the executive search firm Russell Reynolds Associates to
independently evaluate proposed board candidates.

Headquartered in Camarillo, California, Vitesse Semiconductor
Corporation (OTC:VTSS) -- http://www.vitesse.com/-- is a supplier  
of integrated circuits targeted at systems manufacturers in the
communications and storage industries.  Within the communications
industry, the company's products address the enterprise, metro and
core segments of the communications network, where they enable
data to be transmitted, processed and switched under a range of
protocols. In the storage industry, the company's products enable
storage devices to be networked.  

                         *     *     *

In April 2002, Moody's Investor Services placed Vitesse
Semiconductor Corporation's long term corporate family rating at
'B1' and its subordinated debt rating at 'B3'.  The outlook is
stable.  These ratings still hold to date.


WACHOVIA BANK: S&P Assigns Low-B Ratings on Six Cert. Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Wachovia Bank Commercial Mortgage Trust's
$1.479 billion commercial mortgage pass-through certificates
series 2007-C34.
     
The preliminary ratings are based on information as of Oct. 17,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Classes A-1, A-2, A-PB,
A-3, A-1A, IO, A-M, A-J, B, C, D, E, and F are currently being
offered publicly.  Standard & Poor's analysis
determined that, on a weighted average basis, the pool has a debt
service coverage of 1.31x, a beginning LTV of 107.1%, and an
ending LTV of 99.0%.
     
    
                  Preliminary Ratings Assigned
            Wachovia Bank Commercial Mortgage Trust
   
     Class        Rating        Amount   Recommended credit
                                              support
     -----        ------        ------    ----------------
     A-1          AAA        $18,111,000       30.000%
     A-2          AAA       $178,441,000       30.000%
     A-PB         AAA        $48,817,000       30.000%
     A-3          AAA       $474,091,000       30.000%
     A-1A         AAA       $316,144,000       30.000%
     IO(1)(2)     AAA     $1,479,435,064          N/A
     A-M          AAA       $147,944,000       20.000%
     A-J          AAA        $88,766,000       14.000%
     B            AA+        $18,493,000       12.750%
     C            AA         $16,643,000       11.625%
     D            AA-        $16,644,000       10.500%
     E            A+         $11,096,000        9.750%
     F            A          $12,945,000        8.875%
     G            A-         $16,643,000        7.750%
     H            BBB+       $18,493,000        6.500%
     J            BBB        $18,493,000        5.250%
     K            BBB-       $14,795,000        4.250%
     L            BB+        $11,095,000        3.500%
     M            BB          $5,548,000        3.125%
     N            BB-         $7,397,000        2.625%
     O            B+          $3,699,000        2.375%
     P            B           $3,699,000        2.125%
     Q            B-          $5,547,000        1.750%
     S            NR         $25,891,064          N/A
   

         (1)Interest-only class with a notional amount.

                    (2) Floating-rate class.

                      N/A -- Not applicable.

                         NR -- Not rated.


WINDY CITY: Moody's Rates $2.465 Billion Loans at Ba2
-----------------------------------------------------
Moody's Investors Service assigned ratings to Windy City
Acquisition Corp., a Delaware corporation established for the
leveraged buyout of Nuveen Investments Inc. by a consortium of
buyers led by Madison Dearborn Partners LLC.  

Moody's is assigning Ba2 long-term debt ratings to a
$250 million, 6-year revolving credit facility and to a
$2.215 billion, 7-year senior secured term loan B that will be
used by Windy to complete the acquisition of Nuveen.  Moody's is
also assigning a B1 Corporate Family Rating to Windy, which will
merge with Nuveen at the close of the transaction, with Nuveen
being the surviving entity.  Nuveen becomes the borrower under
these facilities immediately upon closing of the transaction.  
Moody's expects that Nuveen's CFR will be B1 following the
completion of the transaction.  Any additional financing used for
the leveraged buyout would be rated on its announcement.

The rating agency expects that Nuveen's $550 million of existing
notes, which remain rated Baa1, on review for downgrade, will
likely be rated B3 upon the conclusion of the acquisition because
of their subordination to the new term loan and revolver.

Discussing its expectations for Nuveen following the close of the
transaction, the rating agency stated that the company's extremely
high debt levels will significantly impact its financial
flexibility and be the primary driver of the rating.

Moody's VP/senior credit officer Matthew Noll commented, "By
increasing its debt from approximately $550 million to nearly $3.7
billion, Nuveen will be leveraged at levels representative of Caa
ratings as measured by total debt to EBITDA and EBITDA to interest
expense coverage.  However, the company's strong franchise, record
of consistent growth and generally favorable business conditions
should result in a CFR at the B1 level."

According to the rating agency, Nuveen benefits from its leading
positions in closed-end funds and separately-managed accounts, its
improving diversification in terms of product and customer types,
and an expectation that it will return to higher profit margins as
it decreases leverage over time. Furthermore, Nuveen's plans for
the build-up of a larger institutional client base and a greater
international presence could be modestly accelerated under the
ownership of MDP.

Moody's added that Nuveen would see further downward rating
pressure if total debt / EBITDA or EBITDA / interest expense rises
above 8x and below 1.1x, respectively; its market share of closed
end funds and retail separately managed accounts is reduced to
less than half of its current levels; or if it experienced several
consecutive quarters of material net outflows.  Conversely,
reducing total debt / EBITDA to less than 5x, increasing total AUM
to above 3% of the total US open-end mutual funds, along with
increasing institutional AUM to 30% of its total AUM could lead to
upward rating pressure.

The last rating action on Nuveen was on June 20, 2007 when the
company's Baa1 senior debt rating was placed on review for
downgrade following the announcement that the company was to be
acquired by the investor group led by MDP.

Nuveen Investments Inc., headquartered in Chicago, is a US
domiciled holding company whose subsidiaries provide investment
management products and services to retail and institutional
investors predominantly in the US.  The company's assets under
management were $170 billion as of Sept. 30, 2007.


ZOOMERS HOLDING: Court Set to Hear Reconsideration Plea on Nov. 1
-----------------------------------------------------------------
The Hon. Alexander Paskay of the U.S. Bankruptcy Court for the
Middle District of Florida has set a hearing on Nov. 1, 2007, to
consider Zoomers Holding Company, LLC's request to reconsider the
dismissal of its bankruptcy case, Dick Hogan of News-Press
reports.

As reported in the Troubled Company Reporter on Sept. 10, 2007,
Judge Paskay dismissed the company's second bankruptcy filing
despite assurances from the company that it expected a financing
commitment.

According to Mr. Hogan, the hearing has enabled the company to
evade once more an auction for its assets and gained more time to
look for financing.

In its request, the company said that it was entitled to more time
to arrange for financing since it wasn't given a chance to present
evidence of appraisals which could verify equity in its real
property, the report adds citing Benjamin Martin, Esq.

The company further said that it has received a letter of intent
to loan of $11.9 million from Sequoia Commercial Realty Group for
its property, which is valued at $13.4 million.

The report adds that the property was initially in the processed
of being foreclosed by Florida Community Bank when it filed its
chapter 22 petition.  The bank is owed $10.7 million.

The bank had rescheduled the sale but was forced to cancel the
October 15 and October 30 sale dates in order to resolve the
latest issues, Mr. Hogan reports citing Steve Price, Florida
Community Bank president.

Headquartered in Osprey, Florida, Zoomers Holding Company, LLC,
owns the Zoomers Family Amusement Park.  The company filed for
chapter 11 protection on Apr. 28, 2006 (Bankr. M.D. Fla. Case No.
06-02008).  Richard Johnston, Jr., Esq., at Kiesel Hughes &
Johnston, represents the Debtor.  When the Debtor first filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.  The Court dismissed the case
on May 1, 2007.

On Aug. 27, 2007, the Debtor filed its second bankruptcy petition
(Bankr. M.D. Fla. Case No. 07-07677).  L. Murray Fitzhugh, Esq.,
in Venice, Florida, represented the Debtors.  The Debtor's second
bankruptcy case was dismissed in Sept. 5, 2007.


* S&P Takes Rating Actions on Various CDO Transactions
------------------------------------------------------
Standard & Poor's Ratings Services took these rating actions on
various U.S. synthetic CDO transactions: S&P raised 25 ratings and
removed them from CreditWatch positive; raised two ratings after
an amendment to the reference portfolio; lowered 13 ratings and
removed them from CreditWatch negative; lowered one rating and
left it on CreditWatch negative; and affirmed one rating and
removed it from CreditWatch negative.
     
S&P reviewed the ratings on all of the classes that had been
previously placed on CreditWatch negative or CreditWatch positive
to determine the appropriate rating action.  If the synthetic
rated overcollateralization ratio was above 100% at the next
higher rating level, S&P raised the rating on the tranche.  If the
SROC ratio was lower than 100% at the current date and at a 90-
day-forward projected date, S&P lowered the rating on the tranche.  
S&P affirmed the rating on the class that had an SROC ratio above
100% at the current rating level.
     

                        Ratings List

               Alison Synthetic Public Ltd. Co.

                                Rating
                                ------
                 Class       To         From
                 -----       --         ----
                 B           AAA         AA-/Watch Pos   
                 C           AAA         AA-/Watch Pos   
                 D           AA-         A-/Watch Pos   

                       Arch One Finance Ltd.

                                       Rating
                                       ------
                 Class        To          From
                 -----        --          ----
                 Tranche      BB+         BBB-/Watch Neg  

                     Credit Default Swap
  Between The Bank of Nova Scotia & Script Securitisation Ltd.

                                  Rating
                                  ------
                 Class        To           From
                 -----        --           ----
                 Tranche      A-srp        Asrp/Watch Neg

                             ELM B.V.
                            Series 89

                                   Rating
                                   ------
                   Class        To        From
                   -----        --        ----
                   SecdCrL      BBB       BBB+/Watch Neg

          IDAHO TIERS Credit-Linked Trust Certificates
                         Series 2004-8

                                   Rating
                                   ------
                   Class        To        From
                   -----        --        ----
                   A-2          AA        A+/Watch Pos

                     Jupiter Finance Ltd.
                        Series 2007-002

                                   Rating
                                   ------
               Class          To              From
               Port CrLkd     AA+/Watch Neg   AAA/Watch Neg

                     Morgan Stanley ACES SPC
                          Series 2005-15

                                    Rating
                                    ------
                    Class        To       From
                    -----        --       ----
                    III A        A+       A/Watch Pos   
                    II Sec       AA+      AA/Watch Pos   
                    III B        A+       A/Watch Pos   

                    Morgan Stanley ACES SPC
                            2005-18

                                  Rating
                                  ------
                   Class       To          From
                   -----       --          ----
                   SFRN        AAA         AA/Watch Pos   

                    Morgan Stanley ACES SPC
                         Series 2006-5

                                  Rating
                                  ------
                   Class        To        From
                   -----        --        ----
                   IA           A-        A/Watch Neg

                    Morgan Stanley ACES SPC
                          Series 2007-2

                                   Rating
                                   ------
                 Class         To          From
                 -----         --          ----
                 AI            AA          AA+/Watch Neg
                 AII           AA          AA+/Watch Neg

                    Morgan Stanley ACES SPC
                         Series 2007-13

                                  Rating
                                  ------
                  Class        To         From
                  -----        --         ----
                  IV           BB-        BB/Watch Neg

                    Morgan Stanley ACES SPC
                         Series 2007-17

                                  Rating
                                  ------
                  Class         To        From
                  -----         --        ----
                  IA            AAA       AAA/Watch Neg

                 Morgan Stanley Managed ACES SPC
                          Series 2007-10

                                    Rating
                                    ------
                 Class          To          From
                 -----          --          ----
                 IIIA           AA+         AA/Watch Pos

                          Oban Trust
                        Series 2005-2

                                  Rating
                                  ------
                  Class        To        From
                  -----        --        ----
                  A            BBB+      A-/Neg

                 Omega Capital Investments PLC
                  Series 19 – Palladium CDO I

                                   Rating
                                   ------
                Class          To          From
                -----          --          ----
                B-1E           AA+         AA/Watch Pos    
                B-1U           AA+         AA/Watch Pos    
                C-1E           A+          A/Watch Pos     
                C-1U           A+          A/Watch Pos     

                Omega Capital Investments II PLC
                  Series 31 – Palladium CDO II

                                   Rating
                                   ------
                Class          To          From
                -----          --          ----
                B-1A           AA+         AA/Watch Pos    
                B-1U           AA+         AA/Watch Pos    
                B-2J           AA+         AA/Watch Pos    
                C-1E           A+          A/Watch Pos     
                C-1U           A+          A/Watch Pos     
                C-1J           A+          A/Watch Pos     
                D-1E           BBB+        BBB/Watch Pos   
                D-1U           BBB+        BBB/Watch Pos   
                D-1J           BBB+        BBB/Watch Pos   

                       Pallas IV CDO Ltd.

                                   Rating
                                   ------
               Class           To          From
               -----           --          ----
               Fltg Rt Nt      AA+         AA/Watch Pos   

                      PARCS Master Trust
                 Series 2007-6 Calvados Units

                                   Rating
                                   ------
                 Class         To         From
                 -----         --         ----
                 Trust units   A-         A/Watch Neg

                    Prelude Europe CDO Ltd.
                         Series 2006-2

                                   Rating
                                   ------
                 Class         To         From
                 -----         --         ----
                 Notes         BBB+       A-/Neg

                REPACS Trust Series: CAT 2005-1

                                   Rating
                                   ------
                 Class         To         From
                 -----         --         ----
                 Debt units    A          A+/Watch Neg

                   Rutland Rated Investments
                  Series Delancey 2006-1 (25)

                                   Rating
                                   ------
                 Class         To         From
                 -----         --         ----
                 A1-L          AAA        AA-
                 B2-L          BBB        BBB-

            Steers Credit Linked Trust, ML Tranche

                                   Rating
                                   ------
                 Class         To         From
                 -----         --         ----
                 Sing Tranche  BBB        BBB-/Watch Pos

                      STRATA 2006-36 Ltd.

                                   Rating
                                   ------
                 Class         To         From
                 -----         --         ----
                 Notes         AAA        AA/Watch Pos

                   Toronto-Dominion Bank (The)
          CAD48,031,000 Portfolio Credit Linked Notes

                                   Rating
                                   ------
                 Class         To         From
                 -----         --         ----
                 Prt Cr Lnk    BB-        BB/Watch Neg

                         Tribune Ltd.
                          Series 26

                                   Rating
                                   ------
                 Class         To         From
                 -----         --         ----
                 Aspen B-2     BBB-       BBB/Watch Neg


* Donlin Recano is Claims Agent for Two New Bankruptcy Cases
------------------------------------------------------------
Donlin Recano & Company Inc., the the bankruptcy management
consultancy, will provide claims, noticing, balloting and
distribution services for two new bankruptcy cases:

   * IWT Tesoro Corporation; and
   * Nathan and Miriam Barnert Memorial Hospital Association.

IWT Tesoro, an importer and wholesale distributor of ceramic,
porcelain and natural stone floor and wall tile, recently filed
for Chapter 11 bankruptcy protection in the United  States
Bankruptcy Court for the Southern District of New York.  The
bankruptcy team will be lead by Jonathan S. Pasternak, Esq., and
Dawn K. Arnold, Esq., of Rattet, Pasternak & Gordon Oliver, LLP.

The Nathan and Miriam Barnert Memorial Hospital Association (d/b/a
Barnert Hospital), an acute care hospital serving Bergen and
Passaic Counties in New Jersey, filed for Chapter 11 bankruptcy
protection in the United States Bankruptcy Court District of New
Jersey. The bankruptcy team for this case will be lead by David J.
Adler, Esq., of McCarter & English, LLP.

In both cases, the bankruptcy courts have retained Donlin Recano
to serve as the agent to provide bankruptcy administration
services and manage the noticing, claims, balloting and
distribution process.  The firm will also utilize Web-based
technology to make important case data easily accessible to
debtors and creditors.

Said Scott Y. Stuart, Esq., Managing Director at Donlin Recano,
"Our Web-based solutions for bankruptcy administration matters,
as well as our diversified experience across multiple industries,
have once again come together to help streamline the claims
and noticing process for these debtors."

                      About Donlin Recano

Headquartered in New York City, Donlin Recano --
http://www.donlinrecano.com/-- is a claims management company
that has served over 200 national clients across a broad range
of industries and business sectors.  Working with counsel,
turnaround advisors and the affected company, Donlin Recano helps
organize and guide Chapter 11 clients through administrative
bankruptcy tasks, including provision of Web site-accessible
information, formation of professional call centers, management
of claims, balloting, distribution and other administrative
services.  The company also provides Web based information
services for creditors committees as required by The Bankruptcy
Abuse Prevention and Consumer Protection Act of 2005.


* Three Key Leaders Join XRoads' Corporate Restructuring Unit
-------------------------------------------------------------
XRoads Solutions Group hires three key leaders to the XRoads
family; Christopher Davino, Jeffrey Truitt & Vip Jain.

Chris Davino has joined the firm as the National Leader of XRoads
Corporate Rescue Business Unit.

Prior to joining XRoads, Mr. Davino was a managing director with
Miller Buckfire, Dresdner Kleinwort Wasserstein Parella.  Prior to
his investment banking experience, Mr. Davino was a consultant
with Kroll Zolfo Cooper.

Mr. Davino has provided strategic and financial advice to public
and private companies, financial sponsors, commercial banks and
bondholders with respect to corporate restructurings, mergers and
acquisitions and financings in the U.S. and Europe.

Mr. Davino's industry experience includes:

    * Retail
    * Consumer Products
    * Gaming
    * Metals
    * Technology
    * Telecommunications
    * Building Products
    * Insurance
    * Healthcare

Jeff Truitt has joined our firm as the Head of West Coast
Corporate Rescue Practice.  Mr. Truitt has over 20 years of
experience dealing with complex business and financial matters and
has served as an advisor to many companies, secured creditors and
unsecured creditors in connection with out-of-court financial
restructurings, operational turnarounds and Chapter 11
reorganizations.

Mr. Truitt also has significant advisory experience with respect
to acquisitions, dispositions and debt refinancings involving
financially distressed companies.  He has provided expert witness
testimony with respect to a variety of issues, including Plan of
Reorganization feasibility, key employee retention plans, cash
collateral, DIP financing, liquidation analyses and Section 363
asset sales.

Mr. Truitt's industry experience includes:

    * Gaming/Hospitality
    * Filmed entertainment
    * Manufacturing
    * Broadcasting
    * Retail
    * Restaurant/Food service
    * Air cargo
    * Financial services

Mr. Truitt participated as a senior member of the financial
advisory team that served Orange County, California in connection
with its Chapter 9 bankruptcy reorganization, the largest
municipal proceeding in U.S. history. He also served as the court-
appointed examiner the chapter 11 proceedings of Washington Group
International et al. (f/k/a Morrison Knudsen Corp.), an
international engineering and construction firm.

Prior to joining XRoads, Mr. Truitt held senior level positions  
at Arthur Andersen, KPMG LLP and Meisirow Financial Consulting.

Vip Jain has joined our firm as the Head of XRoads Healthcare
practice.  Mr. Jain is a skilled professional with over twenty
years' experience in the Healthcare Industry ways consider your
audience.

Among his many accomplishments Vip successfully engineered
turnarounds for major hospitals, restoring profitability in one
such instance and generating savings of $80 plus million
(recurring) in 12 months. To accomplish this Mr. Jain worked
jointly with over 60 professionals to streamline and optimize
clinical work loads, supply chain, medical management, staffing,
clinical documentation and improve the entire revenue cycle.

Mr. Jain has exceptional leadership skills and outstanding record
of innovation, new business development, transforming
organizations and achieving bottom line results. Key areas of
expertise include:

   * visioning and executing strategy to move product company to a
     solutions provider

   * turnaround of Healthcare Organizations with a focus on
     increasing revenue, reducing cost and improving quality with
     a patient centric focus to get bottom line results

   * brought innovation and best practice business models,
     solutions and technologies into the Healthcare industry

   * enhanced existing practices providing value innovation

Prior to joining XRoads, Mr. Jain held senior positions at;
Seimans Medical Solutions, Cap Gemini Ernst & Young, Bearing Point
& KPMG Peat Marwick.

                  About XRoads Solutions Group

Headquartered in New York, Xroads Solutions Group --
http://www.xroadsllc.com/-- is a consulting firm serving most  
major industry sectors.  The firm's core business practices
include: management consulting for the public and private sectors,
case management services in bankruptcy administration support, and
corporate operational and financial restructuring.


* BOOK REVIEW: The First Junk Bond: A Story of Corporate
               Boom and Bust
--------------------------------------------------------
Author:     Harlan D. Platt
Publisher:  Beard Books
Paperback:  256 pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1587981203/internetbankrupt

This is a book that business people will find particularly
enlightening.  It details how Texas International, Inc.'s
bankruptcy filing affected various stakeholders, the bankruptcy
negotiation process, and the alternative post-bankruptcy
structures that were considered.

This engrossing book follows the extraordinary journey of the
company through its corporate growth and decline, debt exchange
offers, and corporate rebirth.

It is a case study of a company that exemplified the 1980s,
complete with fascinating people, financial innovations, and
successive rounds of high stakes poker, as the misfortunes of the
company unfold.

Detailed is the involvement of Drexel Lambert banking house and
its guiding spirit Michael Milken, who secured fresh capital for
the company through the issuance of a high-yield bond with an
above-market rate of interest to counterbalance its elevated
credit risk.

                             *********

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 ***