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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

            Thursday, November 8, 2007, Vol. 11, No. 265

                             Headlines

7871 INC: Case Summary & Seven Largest Unsecured Creditors
ABSC HOME: Fitch Pares Ratings on Four Cert. Classes to Low-B
ACA ABS: Moody's Cuts Ratings on Three Note Classes to Low-B
ACA ABS: Moody's Junks Ratings on Three Note Classes
ALLIANT HOLDINGS: S&P Lifts Issuer Rating to B from B-

AMERICA COMMERCIAL: S&P Puts Low-B Ratings on Six Cert. Classes
AMWINS GROUP: Junk Rating Not Affected by S&P's Recovery Ratings
APRIA HEALTHCARE: Moody's Holds Ba2 Corporate Family Rating
ARETHA VALENTINE: Case Summary & 19 Largest Unsecured Creditors
ARROWHEAD GENERAL: S&P Puts '3' Recovery Rating on $130MM Loan

ARTISAN MILLWORKS: Case Summary & 20 Largest Unsecured Creditors
AUGUSTA PEAK: Moody's Junks Rating on $11.25 Million Swap Notes
AUTOCAM CORP: S&P Withdraws Ratings at Company's Request
BARRAMUNDI CDO: Moody's Cuts Ratings on 3 Note Classes to Low-B
BARRINGTON II: Moody's Pares Baa2 Rating on Class D Notes to Ba3

BEAR STEARNS: Investors to Vote to Oust Bear Stearns Directors
BEAR STEARNS: Judge Lifland Postpones Ruling on BofA's Request
BEAR STEARNS: Massachusetts Regulators Probe On Funds' Trading
BIOPURE CORP: Completes $14.9 Mil. Offering of Stock & Warrants
BISON PEAK: Moody's Junks Rating on $11.25 Million Swap Notes

BLOCK COMMUNICATIONS: S&P Holds All Ratings and Revises Outlook
BLOOMFIELD ESTATES: Case Summary & 5 Largest Unsecured Creditors
BNC MORTGAGE: Fitch Affirms Low-B Ratings on Two Cert. Classes
BRE PROPERTIES: S&P Affirms All Ratings with Stable Outlook
BROTMAN MEDICAL: Gets Initial Nod to Access $19.8 Mil. Financing

BUFFETS HOLDINGS: Sept. 19 Balance Sheet Upside-Down by $192 Mil.
BUFFETS HOLDINGS: S&P Cuts Corp. Credit Rating to CCC from CCC+
BUNGE LTD: S&P Rates $750 Million Preference Shares at BB
C-BASS CBO: Moody's Pares Low-B Ratings on $30.5 Mil. Class Notes
CALVIN CASHAN: Case Summary & 11 Largest Unsecured Creditors

CAMBER 6: Moody's Cuts Ratings on Two Note Classes to Low-B
CARIBOU PEAK: Moody's Junks Rating on $11.25 Mil. Swap Notes
CARRINGTON MORTGAGE: Fitch Cuts Ratings on Four Classes to Low-B
CARROLL COUNTY: Diminishing Losses Cue S&P to Revise Outlook
CENTER FOR EDUCATION: Case Summary & 16 Largest Unsec. Creditors

CHERRY CREEK: Moody's Junks Rating on $7 Million Class C Notes
CHRYSLER LLC: Lenders Selling $4 Billion Loans at a Discount
CINRAM INT'L: S&P Places Corp. Credit & Bank Loan Ratings at BB-
COLLIER DEVELOPMENT: Case Summary & Largest Unsecured Creditor
COOKSON SPC: Moody's Junks Rating on $20 Mil. Series 2007-7 Notes

COMM 2006-FL12: Fitch Affirms Low-B Ratings on Two Cert. Classes
COOKSON SPC: Moody's Junks Rating on $20 Mil. Series 2007-8 Notes
CREDIT BASED: Fitch Downgrades Ratings on Five Certificate Classes
CSFB HEAT: Fitch Junks Ratings on Three Certificate Classes
CULEBRA SA: Voluntary Chapter 11 Case Summary

CWALT INC: Moody's Junks Ratings on 22 Certificate Classes
DADE BEHRING: Completes $77/Share Buyout Deal with Siemens AG
DAVID WOODFORD: Case Summary & Nine Largest Unsecured Creditors
DELPHI CORP: Wants to Use $4.4 Bil. DIP Financing Until Sept. 2008
DESERT SPA: Case Summary & Four Largest Unsecured Creditors

DUTCH HILL: Moody's Reviews Ba2 Rating on Class D-3 Notes
E*TRADE VI: Poor Credit Quality Cues Moody's Ratings Review
ECO2 PLASTICS: Sept. 30 Balance Sheet Upside-Down by $5.4 Million
EMI GROUP: Terra Firma Leads Strategic Review to Recover Equity
EMI GROUP: Terra Firma Eyes Artists' Compensation Overhaul

EXCO RESOURCES: Earns $10.7 Mil. in Third Quarter Ended Sept. 30
FERRO CORP: Initiates Next Step in European Restructuring
FLEXTRONICS INTERNATIONAL: Solectron Alters Repurchase Offer
FORTIUS II: Moody's Junks Rating on $7.5 Million Class E Notes
FREDERICK DAVEN: Case Summary & Three Largest Unsecured Creditors

GERDAU AMERISTEEL: Declares $.02 Cash Dividend Payable Dec. 12
GERDAU AMERISTEEL: Discloses Offering of 110 Million Common Shares
GERDAU AMERISTEEL: Earns $123.8 Million in 3rd Qtr. Ended Sept. 30
GILLESPIE ACQUISITION: Case Summary & 30 Largest Unsec. Creditors
GLACIER FUNDING: Moody's Junks Rating on $6.5 Mil. Class G Notes

GILMER ROAD: Case Summary & Five Largest Unsecured Creditors
GLOBAL SHIP SYSTEMS: Involuntary Chapter 11 Case Summary
GOODYEAR TIRE: Earns $668 Million in Third Quarter 2007
GOODYEAR TIRE: Commences Offer to Exchange 4% Conv. Senior Notes
GRAYS PEAK: Moody's Junks Rating on $11.25 Million Swap Notes

GREAT ATLANTIC: S&P May Lift Ratings on Planned 11.7MM Stake Sale
GSC CDO: Moody's Junks Ratings on Three Note Classes
HARTSHORNE CDO: Moody's Cuts Ratings on Four Note Classes to Low-B
HASCO MORTGAGE: Fitch Junks Ratings on Three Certificate Classes
HEALTH MANAGEMENT: S&P Revises Outlook to Negative from Stable

HEXION SPECIALTY: Closes German Resins Business Acquisition
HG-COLL: Moody's Cuts Rating on $14 Mil. Class B-1L Notes to B1
HMSC CORP:S&P Says Recovery Rating Has No Effect on Debt Ratings
HUB INTERNATIONAL: S&P Upgrades Credit Rating to B+ from B
HUB TECH: Case Summary & 20 Largest Unsecured Creditors

HUDSON MEZZANINE: Moody's Junks Rating on $4 Mil. Class E Notes
ICONIX BRAND: Third Qtr. 2007 Net Income Climbs to $17 Million
INDYMAC ABS: Fitch Junks Ratings on $35.1 Million Cert. Classes
INSIGHT COMMS: Earns $143.6 Million in Quarter Ended September 30
INTERSTATE BAKERIES: Wants Exit Facility Objections Overruled

INTERSTATE BAKERIES: Court Approves Plan Funding Commitment
IXION PLC: Moody's Junks Rating on $30 Million Secured Notes
IXION PLC: Moody's Junks Rating on $72.5 Million Secured Notes
IXIS ABS: Poor Credit Quality Prompts Moody's Ratings Review
IXIS REAL: Fitch Junks Ratings on $21.7 Million Cert. Classes

JAMES GREER: Case Summary & 13 Largest Unsecured Creditors
JAMES GROCE: Case Summary & 14 Largest Unsecured Creditors
JAMES RATHMANN: Case Summary & 20 Largest Unsecured Creditors
JNJ FOUNDATION: Case Summary & 20 Largest Unsecured Creditors
JOHN KILL: Voluntary Chapter 11 Case Summary

JP MORGAN: Fitch Holds Low-B Ratings on Four Cert. Classes
KENDLE INTERNATIONAL: Earns $3.8 Million for Third Quarter 2007
KENDLE INTERNATIONAL: Moody's Holds B1 Corporate Family Rating
KLEROS PREFERRED: Moody's Cuts Rating on Class B Notes to B3
LACERTA ABS: Moody's Junks Ratings on $70 Million Secured Notes

LAGUNA SECA: Poor Credit Quality Prompts Moody's Ratings Review
LARRY CATHEY: Case Summary & 16 Largest Unsecured Creditors
LAZARD LTD: Sept. 30 Balance Sheet Upside-Down by $74.5 Million
LEAR CORP: Earns $41 Million in Third Quarter Ended Sept. 29
LESLIE JOHNSON: Voluntary Chapter 11 Case Summary

LEVITT CORP: Investors See Homebuilding Unit Filing for Bankruptcy
LEVITZ HOME: May File Chapter 11 Petition This Week, Sources Say
LIBERTAS PREFERRED: Moody's Junks Rating on $10.5MM Class F Notes
LIONEL LLC: Exclusive Plan Filing Period Extended to December 17
MASTEC INC: Posts $32.1 Million Net Loss in Quarter Ended Sept. 30

MATTRESS GALLERY: Section 341(a) Meeting Slated for December 5
MATTRESS GALLERY: Wants December 15 Set as General Claims Bar Date
MATTRESS GALLERY: Wants Until December 17 to File Schedules
MBS MANAGEMENT: Case Summary & 14 Largest Unsecured Creditors
MCMORAN EXPLORATION: Moody's Puts Corporate Family Rating at B3

MEDFORD CROSSINGS: Court Approves Obermayer Rebmann as Counsel
MEDFORD CROSSINGS: Files List of 20 Largest Unsecured Creditors
MEDFORD CROSSINGS: Section 341(a) Meeting Slated for November 29
MID-AMERICA INSULATION: Case Summary & 20 Largest Unsec. Creditors
MORGAN STANLEY: S&P Puts Low-B Ratings on Six Certificate Classes

MOVIE GALLERY: Bankruptcy Cues Moody's to Withdraw Ratings
MUELLER WATER: US Pipe Unit to Close NJ Operations, Cuts 180 Jobs
MUGELLO ABS: Moody's Junks Rating on $20 Million Class C Notes
NASDAQ STOCK: To Buy Philadelphia Stock Exchange for $625 Mil.
NEW CENTURY: Wants Stay Lifted to Terminate NCMC Obligations

NEW ERA: Closes Door Under Chapter 7 Bankruptcy, Counsel Says
NOVELIS INC: Realm Communications Completes Rebranding
NOVELIS INC: Intends to Invest $7 Million for Brazilian Plant
OCEAN DOVE: Voluntary Chapter 11 Case Summary
PARCS-R: Moody's Lowers Rating on $25 Mil. Funding Units to Ba2

PLAINS EXPLORATION: Completes $3.6 Bil. Buyout of Pogo Producing
PLAINS EXPLORATION: Closed Pogo Deal Cues S&P to Hold BB Rating
POGO PRODUCING: Closes $3.6BB Buyout Deal with Plains Exploration
POGO PRODUCING: Closed Buyout Deal Cues S&P to Withdraw BB Rating
POPE & TALBOT: S&P Withdraws Default Corp. Credit Rating

PRIDE INT'L: Earns $401.5 Million for Quarter Ended Sept. 30
PRIMARY ENERGY: Discloses Likely Default on Senior Credit Facility
PRIMUS TELECOMMS: Has $445.6 Million Equity Deficit at Sept. 30
PRODIGY HEALTH: S&P Cuts Counterparty Credit Rating to B from B+
PROQUEST LLC: Moody's Places Corporate Family Rating at B1

PROQUEST LLC: S&P Assigns 'B+' Rating with Stable Outlook
PTARMIGAN PEAK: Moody's Junks Rating on $11.25 Million Swap Notes
PYXIS ABS: Moody's Junks Rating on $18 Million Class F Notes
QMED INC: Lack of Added Capital Prompts Job Cut by One-Third
RAINIER CBO: S&P Lifts Ratings and Removes Positive CreditWatch

RASC MORTGAGE: Fitch Pares Ratings on 7 Cert. Classes to Low-B
RESCARE INC: Earns $11.5 Million in Third Quarter Ended Sept. 30
REVLON INC: Sept. 30 Balance Sheet Upside-Down by $1.15 Billion
ROGELIO SORRENTINI: Case Summary & 19 Largest Unsecured Creditors
SCO GROUP: Seeks Court OK to Expand Mesirow's Scope of Services

SCO GROUP: Taps CFO Solutions for Chief Financial Officer Search
SCO GROUP: Wants to Employ Tanner LC as Accountants
SECURITIZED ASSET: Fitch Takes Rating Actions on Three Deals
SENSATA TECH: Incurs $86.7 Million Net Loss in Third Quarter 2007
SHERWOOD III: Moody's Junks Ratings on Four Note Classes

SOLOMON DWEK: Chap. 11 Trustee Sets November 13 Auction of Assets
SOMAN PHILIPS: Voluntary Chapter 11 Case Summary
SOUNDVIEW HOME: Fitch Junks Ratings on Six Certificate Classes
SOUTHAVEN POWER: Wants Excl. Plan Filing Period Moved to Jan. 15
SPEEDWAY MOTORSPORTS: Moody's Holds Ba1 Corporate Family Rating

COOKSON SPC: Moody's Junks Rating on $20 Mil. Series 2007-9 Notes
ST. GERMAIN: Fitch Cuts Rating on $250 Million Capital Notes to B
STRUCTURED ASSET: Fitch Junks Ratings on Three Certificate Classes
SUMMERWIND AT THE BLUFF: Judge Nugle Dismisses Chapter 11 Case
TABS 2007-7: Moody's Junks Ratings on Four Note Classes

TENET HEALTHCARE: Posts $59 Million Net Loss in Third Quarter
TEREX CORP: Moody's Rates New $500 Mil. Subordinate Notes at Ba3
TEREX CORP: S&P Affirms BB Corporate Credit Rating
TERM CDO: Moody's Cuts Low-B Ratings on $30 Million Class Notes
TRIAXX FUNDING: Fitch Junks Ratings on Classes C & D Notes

TRINA INC: Case Summary & Eight Largest Unsecured Creditors
TWG HUNTINGTON: Case Summary & 12 Largest Unsecured Creditors
UNIV. OF QUEBEC: Auditor Says Montreal Campus Nears Bankruptcy
USI HOLDINGS: S&P Lifts Issue Rating on Two Facilities to B
VINCENT KRALYEVICH: Case Summary & 9 Largest Unsecured Creditors

WACHOVIA BANK: Credit Enhancement Cues S&P to Affirm Ratings
WAYCROSS AREA: Case Summary & Three Largest Unsecured Creditors
WELLS FARGO: Fitch Pares Ratings on Three Cert. Classes to Low-B
WINDSOR TDS LP: Voluntary Chapter 11 Case Summary
YUKOS FINANCE: Dutch Court Nullifies Bankruptcy Sale

YUKOS OIL: Completes Payment to Bankruptcy Creditors
YOUBET.COM: Ends Service Pact with David Marshall to Cut Costs
YOUBET.COM: Wells Fargo Waives Default in $19 Mil. Credit Facility

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********

7871 INC: Case Summary & Seven Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 7871, Inc.
        1171 Southeast 10th Avenue
        Hialeah, FL 33010

Bankruptcy Case No.: 07-19561

Type of Business: The Debtor provides transportation services.
                  See http://www.7871bus.com/7871.htm/

Chapter 11 Petition Date: November 2, 2007

Court: Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Brian S. Behar, Esq.
                  Behar, Gutt & Glazer, P.A.
                  2999 Northeast 191 Street, 5th Floor
                  Aventura, FL 33180
                  Tel: (305) 931-3771

Estimated Assets: $10,000 to $100,000

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Seven Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Port Consolidated                           $180,000
3141 Southeast 14th Avenue
P.O. Box 350430
Fort Lauderdale, FL 33335

@ Road                                       $10,784
47071 Bayside Parkway
Freemont, CA 94538

Sprint/Nextel                                 $7,073
6330 Gulfton
Houston, TX 77081

Aequipac Program Adm., Inc.                   $6,283

T-Mobile                                      $5,676

American Industrial Motorworks                $1,388

Fred W. Newcombe                              $1,312


ABSC HOME: Fitch Pares Ratings on Four Cert. Classes to Low-B
-------------------------------------------------------------
Fitch Ratings took these rating actions on ABSC Home Equity Loan
Trust 2007-HE1.  Affirmations total $434.9 million and downgrades
total $141.3 million.  Break Loss percentages and Loss Coverage
Ratios for each class are included with the rating actions as:

ABSC 2007-HE1

   -- $434.9 million class A affirmed at 'AAA' (BL: 39.37, LCR:
      2.48);

   -- $27.5 million class M1 downgraded to 'AA' from 'AA+' (BL:
      34.87, LCR: 2.19);

   -- $25.4 million class M2 downgraded to 'AA-' from 'AA+'
      (BL: 30.6, LCR: 1.93);

   -- $14.4 million class M3 downgraded to 'AA-' from 'AA' (BL:
      28.15, LCR: 1.77);

   -- $13 million class M4 downgraded to 'A+' from 'AA-' (BL:
      25.92, LCR: 1.63);

   -- $12.3 million class M5 downgraded to 'A' from 'A+' (BL:
      23.81, LCR: 1.5);

   -- $11.3 million class M6 downgraded to 'BBB+' from 'A' (BL:
      21.58, LCR: 1.36);

   -- $10.9 million class M7 downgraded to 'BBB' from 'A-' (BL:
      19.23, LCR: 1.21);

   -- $8.8 million class M8 downgraded to 'BB' from 'BBB' (BL:
      17.16, LCR: 1.08);

   -- $4.9 million class M9 downgraded to 'BB' from 'BBB' (BL:
      15.92, LCR: 1);

   -- $4.9 million class M10 downgraded to 'B' from 'BBB-' (BL:
      14.75, LCR: 0.93);

   -- $7.4 million class M11 downgraded to 'B' from 'BB' (BL:
      13.36, LCR: 0.84).

Deal Summary

   -- Originators: 100% RFC
   -- 60+ day Delinquency: 12.25%;
   -- Realized Losses to date (% of Original Balance): 0.05%;
   -- Expected Remaining Losses (% of Current Balance): 15.89%;
   -- Cumulative Expected Losses (% of Original Balance):
      13.37 %.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.

   -- 'Downgrade Criteria for Recent Vintage U.S. Subprime
      RMBS' (Aug. 8, 2007);

   -- 'U.S. Subprime RMBS/HEL Upgrade/Downgrade Criteria'
      (June 12, 2007).


ACA ABS: Moody's Cuts Ratings on Three Note Classes to Low-B
------------------------------------------------------------
Moody's Investors Service downgraded seven classes of notes issued
by ACA ABS 2007-2 Ltd., with six of these classes left on review
for further possible downgrade.  In addition, Moody's placed one
class of notes issued by ACA ABS 2007-2 Ltd. on review for
possible downgrade.  The notes affected by the  rating action are:

   -- $33,600,000 Class X Senior Secured Fixed Rate Notes due
      July 2010;

      Prior Rating: Aaa

      Current rating: Aaa on review for possible downgrade

   -- Up to $375,000,000 Class A1 S Variable Funding Senior
      Secured Floating Rate Notes due July 2045;

      Prior Rating: Aaa

      Current rating: Baa2 on review for possible downgrade

   -- $60,000,000 Class A1 M Senior Secured Floating Rate Notes
      due July 2045;

      Prior Rating: Aaa

      Current rating: Ba1 on review for possible downgrade

   -- $150,000,000 Class A1 J Senior Secured Floating Rate
      Notes due July 2045;

      Prior Rating: Aaa

      Current rating: Ba2 on review for possible downgrade

   -- $40,000,000 Class A2 Senior Secured Floating Bate Notes
      due July 2045;

      Prior Rating: Aa2

      Current rating: B1 on review for possible downgrade

   -- $40,000,000 Class A3 Secured Deferrable Interest Floating
      Rate Notes due July 2045;

      Prior Rating: A2

      Current rating: Caa1 on review for possible downgrade

   -- $42,000,000 Class B1 Mezzanine Secured Deferrable
      Interest Floating Rate Notes due July 2045;

      Prior Rating: Baa2

      Current rating: Caa2 on review for possible downgrade

   -- $8,000,000 Class B2 Mezzanine Secured Deferrable Interest
      Floating Rate Notes due July 2045;

      Prior Rating: Baa3

      Current rating: Ca

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence on
Oct. 16, 2007 of an event of default caused by a failure of the
Senior Credit Test per Section 5.1(h) of the Indenture, dated June
28, 2007.

ACA ABS 2007-2 Ltd. is a hybrid collateralized debt obligation
backed primarily by a portfolio of RMBS securities, CDO securities
and synthetic securities in the form of credit default swaps.  
Reference obligations for the credit default swaps are RMBS and
CDO securities.

Recent ratings downgrades on the underlying portfolio magnified
the impact of the ratings-based haircuts, causing the Senior
Credit Test to fail.

Upon an event of default in this transaction, a majority of the
holders of the Class A1-S Notes is entitled to determine which
remedy to exercise under the indenture.  Liquidation of the
underlying portfolio is one possible remedy; however, it is not
clear at this time whether such Noteholders will choose to
exercise this option.

The rating actions taken today reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The expected losses
of certain tranches may be different, however, depending on the
timing and choice of remedy to be pursued. Because of this
uncertainty, the Class X, Class A1 S, Class A1 M, Class A1 J,
Class A2, Class A3 and Class B1 Notes remain on review for
possible downgrade pending the receipt of definitive information.


ACA ABS: Moody's Junks Ratings on Three Note Classes
----------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade these notes issued by ACA ABS 2007-3, Limited

   -- $7,000,000 Class X Floating Rate Notes Due August 2013

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $175,000,000 Class A-1LA Floating Rate Notes Due May 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

In addition, Moody's announced that it has downgraded and left on
review for possible downgrade these notes:

   -- $96,000,000 Class A-1LB Floating Rate Notes Due May 2047

      Prior Rating: Aaa

      Current Rating: Baa1, on review for possible downgrade

   -- $27,000,000 Class A-2L Floating Rate Notes Due May 2047

      Prior Rating: Aa2

      Current Rating: Baa2, on review for possible downgrade

   -- $6,000,000 Class A-3L Floating Rate Notes Due May 2047

      Prior Rating: Aa3

      Current Rating: Baa3, on review for possible downgrade

   -- $7,000,000 Class A-4L Floating Rate Notes Due May 2047

      Prior Rating: A2

      Current Rating: B3, on review for possible downgrade

   -- $6,000,000 Class A-5L Floating Rate Notes Due May 2047

      Prior Rating: A3

      Current Rating: Caa1, on review for possible downgrade

   -- $5,500,000 Class B-1L Floating Rate Notes Due May 2047

      Prior Rating: Baa2

      Current Rating: Caa2, on review for possible downgrade

   -- $5,000,000 Class B-2L Floating Rate Notes Due May 2047

      Prior Rating: Baa3

      Current Rating: Caa3, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of asset-
backed securities.


ALLIANT HOLDINGS: S&P Lifts Issuer Rating to B from B-
------------------------------------------------------
Standard & Poor's Ratings Services assigned its recovery rating of
'2' to Alliant Holdings Inc.'s (Alliant; B-/Stable/--)
$385 million senior secured term loan B due 2014 and its
$60 million revolving credit facility due 2013.
     
The '2' recovery rating indicates that the lenders can expect
substantial (70%-90%) recovery of principal in the event of
payment default.
      
"As a result of this rating action, Standard & Poor's also raised
the issue rating on these two facilities to 'B' from 'B-', one
notch higher than the counterparty credit rating," said Standard &
Poor's credit analyst Tracy Dolin.
     
These rating actions reflect Standard & Poor's review of a
simulated default scenario that contemplates a payment default
resulting from financial pressures due to Alliant's increased
financial leverage and weakened fixed-charge coverage following
its acquisition by The Blackstone Group.  Financial flexibility is
expected to diminish significantly.  Under financial distress,
Alliant could experience sharp cash flow declines resulting from
the loss of customers from one or more of the company's sizable
managing general agent programs.
     
The recovery rating analysis also anticipates the normal stresses
associated with insurance brokers: impaired customer
relationships, regulatory pressures, legal disputes, carrier
consolidation, restricted access to carriers, and agent
misconduct.


AMERICA COMMERCIAL: S&P Puts Low-B Ratings on Six Cert. Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Banc of America Commercial Mortgage Trust 2007-4's
$2.24 billion commercial mortgage pass-through certificates
series 2007-4.
     
The preliminary ratings are based on information as of Nov. 6,
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-3,
A-SB, A-4, A-1A, A-M, and A-J are currently being offered
publicly.  Standard & Poor's analysis of the
portfolio determined that, on a weighted average basis, the pool
has a debt service coverage of 1.35x, a beginning LTV of 112.3%,
and an ending LTV of 107.3%.  The rated final maturity date for
these certificates is Feb. 10, 2051.
    
    
                  Preliminary Ratings Assigned
        Banc of America Commercial Mortgage Trust 2007-4
   
     Class        Rating        Amount   Recommended credit
                                               support
     -----        ------        ------    ----------------
     A-1          AAA         $27,809,000      30.000%
     A-2          AAA         $78,306,000      30.000%
     A-3          AAA        $287,473,000      30.000%
     A-SB         AAA         $72,686,000      30.000%
     A-4          AAA        $823,220,000      30.000%
     A-1A         AAA        $278,019,000      30.000%
     A-M          AAA        $223,920,000      20.000%
     A-J          AAA        $179,152,000      12.000%
     XW*          AAA      $2,239,301,788         N/A
     B            AA+         $22,393,000      11.000%
     C            AA          $19,594,000      10.125%
     D            AA-         $22,393,000       9.125%
     E            A+          $22,393,000       8.125%
     F            A           $13,996,000       7.500%
     G            A-          $16,794,000       6.750%
     H            BBB+        $27,991,000       5.500%
     J            BBB         $22,394,000       4.500%
     K            BBB-        $19,594,000       3.625%
     L            BB+         $13,995,000       3.000%
     M            BB           $5,598,000       2.750%
     N            BB-          $5,599,000       2.500%
     O            B+           $5,598,000       2.250%
     P            B            $5,598,000       2.000%
     Q            B-           $5,599,000       1.750%
     S            NR          $39,187,788       0.000%
    

         *Interest-only class with a notional amount.

                    N/A -- Not applicable.
                 
                        NR -- Not rated.


AMWINS GROUP: Junk Rating Not Affected by S&P's Recovery Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned a recovery rating of
'3' to AmWINS Group Inc.'s (B-/Stable/--) $285 million first-lien
term loan due 2013 and its $50 million revolving credit facility
due 2012.  The '3' recovery rating indicates that the lenders can
expect meaningful recovery of principal in the event of payment
default.
     
Standard & Poor's also said that it assigned a recovery rating of
'6' to the company's $100 million second-lien term loan due 2014.  
The '6' recovery rating indicates that the lenders can expect
negligible (0%-10%) recovery of principal in the event of payment
default.  The subordinated debt rating on this loan is two notches
lower than the counterparty credit rating.
     
The assignment of the recovery ratings has no effect on the debt
ratings on the first-lien term loan (B-), revolving credit
facility (B-), or second-lien term loan (CCC).
      
"These recovery ratings reflect our review of a simulated default
scenario that contemplates a payment default resulting from
financial pressures because of AmWINS's increased financial
leverage and weakened fixed-charge coverage following its American
Equity Underwriters acquisition," explained Standard & Poor's
credit analyst Tracy Dolin.  S&P expect that
AmWINS's financial flexibility will diminish significantly, as
demonstrated by a significant increase in financial leverage to
87% after the acquisition from 51% prior to this event.  Under
financial distress, AmWINS could experience sharp cash flow
declines because of the potential loss of customers as the
organization faces the challenge of integrating AEU.  S&P's
recovery rating analysis also anticipates the normal stresses
associated with the insurance brokers: impaired customer
relationships, regulatory pressures, legal disputes, carrier
consolidation, restricted access to carriers and agent
misconduct.


APRIA HEALTHCARE: Moody's Holds Ba2 Corporate Family Rating
-----------------------------------------------------------
Moody's affirmed the Ba2 corporate family rating of Apria but
changed the ratings outlook to negative from stable.  Moody's also
assigned a B1 rating to the proposed $265 million senior unsecured
notes to be issued to partially fund the acquisition of Coram.

The negative outlook reflects the continued and ongoing
unfavorable Medicare regulatory reimbursement changes.  The change
in outlook also incorporates Moody's concern about the potential
impact from the expansion of the Medicare competitive bidding
system for medical equipment to a national basis in 2009 and the
loss of revenue from shortening on the length of service for
oxygen therapy commencing in 2009.  Moody's is also concerned that
additional unfavorable reimbursement changes may be implemented,
which may further constrain Apria's revenue and cash flow.

Moody's also believes that the proposed Coram acquisition will
increase the financial risk of the company.  While Apria is
increasing outstanding debt by over $300 million to fund the
acquisition, the incremental EBITDA contribution excluding
synergies is minimal given the low margins of the infusion
business.

Partially offsetting these risks, the proposed acquisition of
Coram establishes Apria as a leader in providing home infusion
services, expands the company's current product and service
offering, and diversifies the company's revenue and payer mix.

Moody's also notes that the company's credit metrics, including
cash flow coverage of debt and Debt/EBITDA has improved noticeably
over the past eighteen months due to an acceleration in the rate
of revenue growth, lower operating expenses, a meaningful
reduction in outstanding leverage from $685 million at the end of
2005 to $385 million at Sept. 30, 2007, and a significant
curtailment in the level of acquisition and share repurchase
activity.  Lastly, lower operating expenses associated with the
company's restructuring initiatives were able to mostly offset the
impact of lower managed care pricing and unfavorable Medicare
reimbursement changes, resulting in fairly stable operating
margins

Moody's took these ratings actions:

   -- Affirmed the Ba2 Corporate Family rating

   -- Assigned a B1,LGD5, 88 rating to $265 million of Senior
      Notes, due 2017

   -- Assigned a Probability of Default Rating of Ba2

The outlook of the rating was changed to negative from stable.

Apria Healthcare Group Inc., headquartered in Lake Forest,
California, provides respiratory therapy, home infusion and home
medical equipment.  Revenues were almost $1.6 billion for the
twelve months ended Sept. 30, 2007.


ARETHA VALENTINE: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtors: Aretha L. Valentine
         Brian K. Valentine, Sr.
         4140 Lakeview Drive
         Chesapeake, VA 23323

Bankruptcy Case No.: 07-72566

Chapter 11 Petition Date: November 5, 2007

Court: Eastern District of Virginia (Norfolk)

Judge: David H. Adams

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

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' list of its 19 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Internal Revenue Service                               $146,000
P.O. Box 21126
Philadelphia, PA 19114-0326

American Express Business Gold                          $85,000
P.O. Box 7863
Fort Lauderdale, FL 33329

Home Theatres By DAS LLC                                $26,651
805 Live Oak Drive
Suite 101
Cheaspeake, VA 23320

Department of Taxation                                  $15,000

Navy Federal Cr Un Visa                                 $10,032

Hardwood Concepts                                       $10,000

Savage and McPherson Ins                                $10,000

GE Money Bank                                            $9,166

Art-Ray Corporation                                      $8,000

Navy Federal Cr Un Visa                                  $7,599

Tim Watson DBA Brickstone Stud                           $7,155

TCS Materials Inc                                        $6,914

Custom Vinyl Products                                    $6,000

GE Capital-Consumer Direct                               $6,000

Batchleder and Collins, Inc.                             $5,000

BIAI                                                     $5,000

Tidewater Insulators, LLC                                $4,700

National Financial Group                                 $3,364

The Contractor Yard                                      $3,000

Dell Financial Services                                  $2,647


ARROWHEAD GENERAL: S&P Puts '3' Recovery Rating on $130MM Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its recovery rating of
'3' to Arrowhead General Insurance Agency Inc.'s $130 million
first-lien term loan due 2012 and $15 million revolving credit
facility due 2011.  The '3' recovery rating indicates that the
lenders can expect meaningful (50%-70%) recovery in
the event of payment default.
     
At the same time, Standard & Poor's assigned its recovery rating
of '6' to Arrowhead's $40 million second-lien term loan due 2013.  
The '6' recovery rating indicates that the lenders can expect
negligible (0%-10%) recovery of principal in the event of payment
default resulting in a subordinated debt
rating two notches lower than the counterparty credit rating.
     
These recovery-rating assignments reflect Standard & Poor's review
of a simulated default scenario that contemplates a payment
default resulting from potentially increased financial stress.
      
"There are no rating implications for the existing 'B'
counterparty, first-lien term loan and revolving credit facility
ratings or the existing 'CCC+' rating on the second-lien term
loan," said Standard & Poor's credit analyst Michael Gross.
      
"Standard & Poor's expectations for Arrowhead include net income
of $10 million or more in 2007 and again in 2008, as well as a
healthy EBITDA margin in the range of 28%-32%," said Mr. Gross.  
"We expect the company to produce low fixed-charge coverage of
2.0x and adjusted EBITDA coverage of 2.4x for the
full year 2007."


ARTISAN MILLWORKS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Artisan Millworks, Inc.
        P.O. Box 1097
        Magnolia, TX 77353

Bankruptcy Case No.: 07-37673

Chapter 11 Petition Date: November 5, 2007

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Larry A. Vick, Esq.
                  800 West Sam Houston Parkway South
                  Suite 100
                  Houston, TX 77042
                  Tel: (713) 333-6440
                  Fax: (713) 236-1342

Total Assets: $2,368,905

Total Debts:  $1,437,691

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Internal Revenue Service         941 Taxes               $379,322
P.O. Box 21126
Philadelphia, PA 19114

Cedar Creek, Inc.                Business Purchase        $45,662
13810 Hollister, Suite 130
Houston, TX 77086

Law Office of Larry A. Vick      Attorney Fees            $25,000
800 West Sam Houston Parkway
Suite 100
Houston, TX 77042

Hogan Hardware and               Business Purchase        $15,772
Moulding, Inc.

McKillican American, Inc.        Business Purchase        $14,702

Renee Barnhill                   Consumer Purchase        $12,708

Louis and Company                Business Purchase        $12,200

Frank Paxton                     Business Purchase         $8,709

Luxe Magazine                    Business Purchase         $6,980

Nationwide Credit, Inc.          Business Purchase         $5,418

St. Paul Travelers               Business Purchase         $4,969
CL & Specialty

Stiles Machinery, Inc.           Business Purchase         $4,680

American Finishing Products      Business Purchase         $4,428

Leonel Hernandez                 Business Purchase         $2,889

Hansen & Hundebol Inc.           Business Purchase         $2,827

Brazos Forest Products           Business Purchase         $2,421

Texas Attorney General           State Property Damage     $1,395

Cook's Sharpening Service        Business Purchase         $1,044

Wood Finishers Depot             Business Purchase         $1,038

Cornerstone Hardware & Supplies  Business Purchase           $741


AUGUSTA PEAK: Moody's Junks Rating on $11.25 Million Swap Notes
---------------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by Portfolio Credit Default Swap (Augusta Peak Mezzanine Swap) on
review for possible downgrade:

   -- $11,250,000 Initial Tranche Notional Amount Credit
      Default Swap

      Prior Rating: Ba3

      Current Rating: Caa3, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


AUTOCAM CORP: S&P Withdraws Ratings at Company's Request
--------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit rating on Kentwood, Michigan-based Autocam Corp.  At the
same time, Standard & Poor's withdrew its 'B+' rating on Autocam's
senior secured credit facilities.  The ratings were
withdrawn at the company's request.


BARRAMUNDI CDO: Moody's Cuts Ratings on 3 Note Classes to Low-B
---------------------------------------------------------------
Moody's Investors Service placed these notes issued by Barramundi
CDO I Ltd. on review for possible downgrade:

   -- Up to $540,400,000 Class A-1 Senior Secured Floating Rate
      Notes Due December 2051

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $56,000,000 Class A-2 Senior Secured Floating Rate Notes
      Due December 2051

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $76,000,000 Class B Senior Secured Floating Rate Notes
      Due December 2051

      Prior Rating: Aa2

      Current Rating: Aa2, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $48,000,000 Class C Secured Deferrable Interest Floating
      Rate Notes Due December 2051

      Prior Rating: A2

      Current Rating: Ba1, on review for possible downgrade

   -- $38,400,000 Class D Secured Deferrable Interest Floating
      Rate Notes Due December 2051

      Prior Rating: Baa3

      Current Rating: Ba3, on review for possible downgrade

   -- $19,200,000 Class E Secured Deferrable Interest Floating
      Rate Notes Due December 2051

      Prior Rating: Ba3

      Current Rating: B3, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


BARRINGTON II: Moody's Pares Baa2 Rating on Class D Notes to Ba3
----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Barrington
II CDO Ltd. on review for possible downgrade:

   -- $189,000,000 Class A-2 Floating Rate Notes Due 2052

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $78,750,000 Class A-3 Floating Rate Notes Due 2052

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $43,750,000 Class B Floating Rate Notes Due 2052

      Prior Rating: Aa2

      Current Rating: Aa2, on review for possible downgrade

   -- $15,750,000 Class C Deferrable Floating Rate Notes Due
      2052

      Prior Rating: A2

      Current Rating: A2, on review for possible downgrade

In addition Moody's has downgraded and left on review for possible
downgrade these notes:

   -- $12,250,000 Class D Deferrable Floating Rate Notes Due
      2052

      Prior Rating: Baa2

      Current Rating: Ba3, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


BEAR STEARNS: Investors to Vote to Oust Bear Stearns Directors
--------------------------------------------------------------
Investors in Bear Stearns High-Grade Structured Credit Strategies
Enhanced Fund, L.P., and Bear Stearns High-Grade Structured
Credit Strategies Enhanced Leverage (Overseas), Ltd., have
launched a campaign to replace Bear Stearns Cos. and affiliates
as the Funds' managing parties, according to a press release by
Reed Smith LLP.  Reed Smith represents shareholders with more
than 25% equity stake in the two Funds.

The campaign, according to Reed Smith's news statement, aims to
replace Bear Stearns with FTI Capital Advisers, LLC, to conduct
an independent investigation into how the two funds, which once
had equity value in excess of $650,000,000, were decimated and
appear to have been rendered worthless.  Bart Schwartz, Esq.,
former Chief of the Criminal Division of the United States
Attorney's Office for the Southern District of New York, has also
been nominated to serve alongside FTI in managing the overseas
fund.

Investors in the Enhanced Leverage Fund will try to oust the Bear
Stearns-appointed directors at a November 7 meeting in Manhattan,
New York, while the Overseas Fund investors will vote on Nov. 14,
in London.

"From the feedback we are getting, we believe we are close to
having the necessary support to make it happen, but it is
critical that every investor's vote be counted," Lance
Gotthoffer, Esq., at Reed Smith, noted in the statement.

However, efforts have been hampered by Bear Stearns' refusal to
provide the investors with a complete list of investors, The
Financial Times quoted a person close to the initiative.  The
group has also complained that Bear Stearns is not cooperating
with their effort to obtain access to records to buttress
potential legal claims against Bear Stearns, FINAlternatives
Hedge Fund & Private Equity News added.

In a letter addressed to the Investors dated November 2, the Bear
Stearns-appointed Directors said that the board "no longer has
authority" over the fund, and replacing the Bear Stearns
representatives "would not affect the authority of the
liquidators to conduct the winding-up of the fund,"
FINAlternatives reported.

The Financial Times said that if the votes are successful, it
would be the first time the Investors had managed to replace a
bank as the administrator of funds it managed.

Dow Jones Newswires added that getting approval could be
difficult because a wide array of investors are pursuing
different paths to try to reclaim some of their lost funds, and
because Bear Stearns, under fund guidelines, is charged with
coordinating the vote.  Under the Funds' governance documents,
the vote will be canceled if holders of more than 50% of each
Fund's initial capital are not present within half an hour of the
meeting's start time, Dow Jones further noted.

Mr. Gotthoffer contended that, "[i]t is too early to speculate on
what FTICA and Mr. Schwartz might find, but we are confident that
they will work diligently to maximize recoveries for creditors
and investors of the funds."

                   About Bear Stearns Funds

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. are open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.

On July 30, 2007, the Funds filed winding up petitions under the
Companies Law (2007 Revision) of the Cayman Islands.  Simon Lovell
Clayton Whicker and Kristen Beighton at KPMG were appointed joint
provisional liquidators.  The joint liquidators filed for Chapter
15 petitions before the U.S. Bankruptcy Court for the Southern
District of New York the next day.  On August 30, 2007, the
Honorable Burton R. Lifland denied the Funds protection under
Chapter 15 of the Bankruptcy Code.

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
liquidators in the United States.  The Funds' assets and debts are
estimated to be more than $100,000,000 each.  (Bear Stearns Funds
Bankruptcy News; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


BEAR STEARNS: Judge Lifland Postpones Ruling on BofA's Request
--------------------------------------------------------------
The Hon. Judge Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York has denied Bank of America
Corp.'s request to deprive Bear Stearns High-Grade Structured
Credit Strategies Master Fund, Ltd., and Bear Stearns High-Grade
Structure Credit Strategies Enhanced Fund, Ltd., of payments from
the bank's affiliate, Bank of America Securities, LLC, Bloomberg
News reports.

Judge Lifland said at the November 1, 2007 hearing that he would
postpone a decision on BANA's request to change an indenture on a
collateralized debt obligation.  He added that the change would
prevent the Bear Stearns Funds from getting any payment from the
CDO before all its notes, bonds and other debt is repaid in full,
according to Bloomberg.

BANA had asked Judge Lifland to rule that the permanent
injunction that protects bankrupt companies wouldn't bar it from
using its voting power over the CDO to change the indenture.

"I'm too much in the dark to grant the relief without further
information," Bloomberg quotes Judge Lifland as saying, citing
the extent to which the change could affect cash flow to
creditors and investors, as well as the extent to which the CDO
is "locked up with subprime mortgages."  Details about the
indenture were not available in Court documents, Bloomberg says.

Judge Lifland also stated during the hearing that he didn't want
to rule on an issue of "governance" for the CDO, particularly
because the issue of whether Bear Stearns can win U.S. protection
is currently on appeal in the U.S. District Court for the
Southern District of New York, Bloomberg relates.

Bank of America lawyer Jantra Van Roy, Esq., at Zeichner Ellman &
Krause, LLP, in New York, told Judge Lifland during the hearing
that she couldn't guarantee that the changes the Bank had asked
for wouldn't affect lawsuits against Bear Stearns related to the
collapse of its hedge funds, Bloomberg adds.

Judge Lifland has directed the Bank to "come back and explain
more completely" what it is asking for, according to Bloomberg.

                   About Bear Stearns Funds

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. are open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.

On July 30, 2007, the Funds filed winding up petitions under the
Companies Law (2007 Revision) of the Cayman Islands.  Simon Lovell
Clayton Whicker and Kristen Beighton at KPMG were appointed joint
provisional liquidators.  The joint liquidators filed for Chapter
15 petitions before the U.S. Bankruptcy Court for the Southern
District of New York the next day.  On August 30, 2007, the
Honorable Burton R. Lifland denied the Funds protection under
Chapter 15 of the Bankruptcy Code.

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
liquidators in the United States.  The Funds' assets and debts are
estimated to be more than $100,000,000 each.  (Bear Stearns Funds
Bankruptcy News; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


BEAR STEARNS: Massachusetts Regulators Probe On Funds' Trading
--------------------------------------------------------------
Securities regulators in the office of William F. Galvin, as
state secretary of the commonwealth of Massachusetts, are
investigating whether Bear Stearns Cos. traded mortgage-backed
securities for its own account with two of its collapsed hedge
funds without informing the funds' independent directors in
advance, Jennifer Levitz of the Wall Street Journal reports,
citing people familiar with the issue.  The state believes that
it has a standing on behalf of some residents who invested in the
Funds.

Bear Stearns High-Grade Structured Credit Strategies Master Fund,
Ltd., and Bear Stearns High-Grade Structure Credit Strategies
Enhanced Fund, Ltd., filed liquidation proceedings in the Grand
Court of Cayman Islands in July 2007.  The Funds' collapse has
cost about $1,600,000,000 loss to investors, the Journal says.

According to the Journal, the Massachusetts investigation seems
to be the first suggestion that potential conflicted trading at
Bear Stearns is being scrutinized.  Massachusetts regulators have
found "a material number of principal transactions" between Bear
Stearns Cos. and the hedge funds, the Journal further cites
people familiar with the investigation.

The Journal found that the Bear Stearns Funds' offering
memorandum listed 12 types of arrangement that could lead to
conflict, including handling brokerage business for the funds,
allocating positions between the funds and other entities managed
by Bear Stearns Cos., valuing the assets of partnerships, and
lending to the funds.

The Funds' memorandum note that federal securities law mandates
that any investment adviser whose affiliates engage in principal
trading with clients must obtain their consent in writing in
advance, and Bear Stearns Asset Management, the Funds' investment
manager, promised in the memorandum that it would obtain consent
from the directors, the Journal says.

The Funds each had the same five directors, three of whom were
affiliated with Bear Stearns Cos.  The memorandum identified
Scott P. Lennon and Michelle Wilson-Clarke, both executives at
Walkers SPV, Ltd., a fund administrator in the Cayman Islands, as
the independent directors, the Journal notes.

Howard Schiffman, a securities lawyer and former enforcement
lawyer at the Securities and Exchange Commission, related to the
Journal that advance disclosure of so-called principal trades is
a "longstanding principle" for investment companies and that "a
fund could be accused of breaching fiduciary duty if proper
disclosure was not made."

The Massachusetts regulators are also looking at why Bear Stearns
research analysts upgraded subprime lender New Century Financial
Corp., from "sell" to "neutral" on March 1, 2007, before the
company filed for Chapter 11, the Journal relates.

Russell Sherman, a Bear Stearns Cos. spokesperson, related to the
Journal that the company is cooperating with all inquiries about
the two funds but provided no comment on the investigation.

The U.S. Attorney's office in Brooklyn and the U.S. Securities
and Exchange Commission each are also examining the circumstances
of the Funds' collapse.

                   About Bear Stearns Funds

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. are open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.

On July 30, 2007, the Funds filed winding up petitions under the
Companies Law (2007 Revision) of the Cayman Islands.  Simon Lovell
Clayton Whicker and Kristen Beighton at KPMG were appointed joint
provisional liquidators.  The joint liquidators filed for Chapter
15 petitions before the U.S. Bankruptcy Court for the Southern
District of New York the next day.  On August 30, 2007, the
Honorable Burton R. Lifland denied the Funds protection under
Chapter 15 of the Bankruptcy Code.

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
liquidators in the United States.  The Funds' assets and debts are
estimated to be more than $100,000,000 each.  (Bear Stearns Funds
Bankruptcy News; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


BIOPURE CORP: Completes $14.9 Mil. Offering of Stock & Warrants
---------------------------------------------------------------
Biopure Corporation closed an underwritten public offering of
stock and warrants that raised net proceeds to Biopure of
approximately $14.9 million assuming no exercise of the warrants.  

Biopure sold 19,377,500 new shares of its common stock and
warrants to acquire an additional 19,377,500 shares, including
2,527,500 shares and 2,527,500 warrants granted to the
underwriters to cover over-allotments.

The price for one share and one warrant was $0.85 and the exercise
price of each warrant is $1.0625.  The warrants have a five-year
term and are callable by Biopure after six months provided that
the weighted average price of Biopure's common stock for ten
consecutive days is over $1.59.
    
Dawson James Securities Inc. acted as the managing underwriter for
the public offering.  Biopure intends to use the proceeds from
this offering for general corporate and working capital purposes.

Headquartered in Cambridge, Massachussetts, Biopure Corporation
(NasdaqCM: BPUR) -- http://www.biopure.com/--  develops,  
manufactures and markets pharmaceuticals, called oxygen
therapeutics, that are intravenously administered to deliver
oxygen to the body's tissues.  The company is developing Hemopure
for a potential indication in cardiovascular ischemia, in addition
to supporting the U.S. Navy's government-funded efforts to develop
a potential out-of-hospital trauma indication.  Biopure's
veterinary product Oxyglobin(R) is indicated for the treatment of
anemia in dogs.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 10, 2007,
Ernst & Young, in Boston, Massachusetts, expressed substantial
doubt about Biopure Corp.'s ability to continue as a going concern
after auditing the company's consolidated financial statements as
of the years ended Oct. 31, 2006, and 2005.  The auditing firm
pointed to the company's recurring losses from operations and lack
of sufficient funds to sustain its operations through the end of
fiscal 2007.


BISON PEAK: Moody's Junks Rating on $11.25 Million Swap Notes
-------------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by Portfolio Credit Default Swap (Bison Peak Mezzanine Swap) on
review for possible downgrade:

   -- $11,250,000 Initial Tranche Notional Amount Credit
      Default Swap

      Prior Rating: B1

      Current Rating: Caa3, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


BLOCK COMMUNICATIONS: S&P Holds All Ratings and Revises Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Sylvania, Ohio-based Block Communications Inc. to positive from
stable.  All ratings, including the 'B+' corporate credit
rating, are affirmed.
      
"The change in outlook reflects a significant improvement in the
media and cable TV company's credit profile ahead of our
expectations," said Standard & Poor's credit analyst Naveen Sarma.
In particular, leverage, or adjusted debt to last-12-month EBITDA,
dropped to 5.3x as of Sept. 30, 2007, from 6.5x in December 2006.  
This was driven in part by sizable cost savings achieved in
contract settlements with the unions representing employees of the
Post-Gazette and Blade newspapers in the first half of 2007.  
Annualized cost savings in the third quarter were somewhat better
than the original target of $40 million.
     
In addition, the cable TV segment, which is the company's main
source of cash flow, reported 14% revenue and 25% EBITDA growth
from the year-earlier third quarter.  The result reflected healthy
double-digit growth in cable modem and telephone subscribers, and
a small growth in basic subscribers in contrast to the industry's
declining trend.
     
Block provides cable TV service to about 148,000 basic subscribers
in Toledo and Sandusky, Ohio, owns the Pittsburgh Post-Gazette and
Toledo Blade newspapers, and operates five TV stations in four
markets.  Total debt, adjusted for operating leases and unfunded
pensions and other postemployment benefits, was about $423 million
as of Sept. 30, 2007.
     
The ratings on Block reflect limited geographic diversity from its
small-scale, family-owned cable TV and media operations in
economically soft markets; weak advertising growth and secular
circulation erosion in the high fixed-cost newspaper publishing
business; subpar profitability at both the newspaper and TV
broadcasting businesses; and a leveraged capital structure.  
Mitigating factors include a good competitive position against
satellite TV, expectations for continued strong revenue and cash
flow growth from increased penetration of advanced cable services,
and improved financial results at the newspaper division due to
significant labor cost savings.


BLOOMFIELD ESTATES: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Bloomfield Estates, L.L.C.
        3099 Mandeville Canyon Road
        Los Angeles, CA 90049

Bankruptcy Case No.: 07-20197

Type of Business: The Debtors manage real estate.

Chapter 11 Petition Date: November 5, 2007

Court: Central District Of California (Los Angeles)

Judge: Samuel L. Bufford

Debtor's Counsel: Craig M. Rankin, Esq.
                  Levene, Neale, Bender, Rankin & Brill, L.L.P.
                  10250 Constellation Boulevard,
                  Suite 1700
                  Los Angeles, CA 90067

Estimated Assets: $1 Million to $1 Million

Estimated Debts:  $1 Million to $1 Million

Debtor's Five Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Philip D. Dapeer, Esq.         legal fees            $275,000
699 Hampshire Boulevard,
Suite 105
Westlake Village, CA 91361

S.P. Larner                    real property         $60,000
18730 Oxnard Street,           auctioneer
Suite 208
Tarzana, CA 91356

Aon Insurance                  real property         $25,000
707 Wilshire Boulevard,        insurance
Suite 6000
Los Angeles, CA 90017

Nigro, Karlin, Segal,          accounting fees       $10,000
Feldstein, L.L.C.

Los Angeles D.W.P.             utilities for         $7,000
                               real property


BNC MORTGAGE: Fitch Affirms Low-B Ratings on Two Cert. Classes
--------------------------------------------------------------
Fitch Ratings took these rating actions on the BNC mortgage pass-
through certificates.  Affirmations total $871.8 million.  Break
Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions:

BNC 2007-1

   -- $674 million class A affirmed at 'AAA' (BL: 33.46, LCR:
      3.56);

   -- $44.9 million class M1 affirmed at 'AA+' (BL: 28.29, LCR:
      3.01);

   -- $44.9 million class M2 affirmed at 'AA' (BL: 23.21, LCR:
      2.47);

   -- $14.6 million class M3 affirmed at 'AA-' (BL: 21.51, LCR:
      2.29);

   -- $17 million class M4 affirmed at 'A+' (BL: 19.51, LCR:
      2.07);

   -- $16.6 million class M5 affirmed at 'A' (BL: 17.55, LCR:
      1.87);

   -- $9.7 million class M6 affirmed at 'A-' (BL: 16.34, LCR:  
      1.74);

   -- $9.2 million class M7 affirmed at 'BBB+' (BL: 15.03, LCR:
      1.60);

   -- $8.3 million class M8 affirmed at 'BBB' (BL: 13.83, LCR:
      1.47);

   -- $9.2 million class M9 affirmed at 'BBB-' (BL: 12.59, LCR:
      1.34);

   -- $12.2 million class B1 affirmed at 'BB+' (BL: 10.87, LCR:
      1.16);

   -- $10.7 million class B2 affirmed at 'BB' (BL: 9.60, LCR:
      1.02).

Summary

   -- Originators: (100% BNC);
   -- 60+ day Delinquency: 7.8%;
   -- Realized Losses to date (% of Original Balance): 0.07%;
   -- Expected Remaining Losses (% of Current Balance): 9.40%;
   -- Cumulative Expected Losses (% of Original Balance):
      8.60%.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.

   -- 'Downgrade Criteria for Recent Vintage U.S. Subprime
      RMBS' (Aug. 8, 2007);

   -- 'U.S. Subprime RMBS/HEL Upgrade/Downgrade Criteria'
      (June 12 ,2007).


BRE PROPERTIES: S&P Affirms All Ratings with Stable Outlook
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed all existing ratings
on BRE Properties Inc.  The rating actions affect
$1.5 billion in senior unsecured notes and $175 million in
preferred stock.  The outlook is stable.
      
"The ratings acknowledge the company's solid operating
performance, good quality and well-positioned core multifamily
portfolio, and a moderate financial policy," said credit analyst
Tom Taillon.  "Development activity has steadily expanded, and
although identified projects are well located and have attractive
budgeted yields, the overall size and risks associated with new
development are credit considerations.  Additional limiting rating
factors include adequate, albeit improving, fixed-charge coverage,
and the company's West Coast geographic concentration."
     
The stable outlook reflects S&P's expectation for a normalization
of multifamily operating performance over the next few years with
continued, albeit tempered, cash flow growth in the core
portfolio.  Recently completed development projects should
supplement NOI and partly offset the negative effect that
capitalized interest has on coverage measures.   Ratings
improvement would be driven by stronger and more stable coverage
measures, while a sharper-than-expected slowdown in the rate of
rental growth or sizeable missteps in the development pipeline
could pressure the rating.


BROTMAN MEDICAL: Gets Initial Nod to Access $19.8 Mil. Financing
----------------------------------------------------------------
(joel)
Brotman Medical Center Inc. obtained authority from the United
States Bankruptcy Court for the Central District of California
to access, on an interim basis, up to $19,875,000 in postpetition
financing and other extensions of credit from CapitalSource
Finance LLC.

The Debtor tells the Court that before the bankruptcy filing
CapitalSource made certain loans, revolving credit and other
financial accomodations available to the Debtor.

As reported in the Troubled Company Reporter on Oct. 29, 2007,
the DIP financing facility was designed to permit the hospital to
fund its working capital needs during the chapter 11 case,
including obligations to its employees, trade vendors, suppliers
and service providers.

The Debtor granted in favor of the DIP lender security interest
and liens and superiority claims status pursuant to Section 364
of the Bankruptcy Code, as adequate protection.

In addition, the DIP lender will be entitled to receive adequate
protection payments equal to a rate of prime plus 5.5% per annum
on the outstanding amount due under the credit facility.

The Court will convene a hearing on Nov. 28, 2007, at 10:00 a.m.,
to consider final approval of the Debtor's request.

Headquartered in Culver City, California, Brotman Medical Center
Inc. -- http://www.brotmanmedicalcenter.com/-- provides range of   
inpatient and outpatient services, as well as rehabilitation,
psychiatric care and chemical dependency.  The company filed
for Chapter 11 protection on Oct. 25, 2007 (Bankr. C.D. Calif.
Case No. 07-19705).  The Debtor have selected Kurtzman Carson
Consultants LLC as its claims and noticing agent.  The U.S.
Trustee for Region 16 has not appointed creditors to serve on an
Official Committee of Unsecured Creditors in this case.  When
the Debtor filed for protection against its creditors, it listed
assets and debts between $1 million and $100 million.


BUFFETS HOLDINGS: Sept. 19 Balance Sheet Upside-Down by $192 Mil.
-----------------------------------------------------------------
Buffets Holdings Inc. reported Monday operating results for its
twelve week, first quarter ended Sept. 19, 2007.

At Sept. 19, 2007, the company's consolidated balance sheet showed
$963.5 million in total assets and $1.156 billion in total
liabilities, resulting in a $192.7 million total shareholders'
deficit.

The company's consolidated balance sheet at Sept. 19, 2007, also
showed strained liquidity with $118.2 million in total current
assets available to pay $241.0 million in total current
liabilities.

Net loss for the first quarter of fiscal 2008 was $5.3 million, as
compared to a net loss of $1.1 million for the first quarter of
fiscal 2007.  The increase in net loss was primarily attributable
to an increase in interest expense of approximately $7.5 million,
$1.6 million of merger integration costs related to the merger
with Ryan's and higher restaurant costs as a percentage of sales.
The increase in interest cost was primarily due to the significant
increase in the company's long-term debt balances resulting from
debt incurred in connection with the Ryan's merger on Nov. 1,
2006.

Buffets Holdings reported a 76.0% increase in total sales for the
first quarter ended Sept. 19, 2007, as sales increased to
$376.5 million compared to $213.9 million for the comparable prior
year period, primarily due to the merger with Ryan's Restaurant
Group on Nov. 1, 2006.  Average weekly sales for the first quarter
of fiscal 2008 for the Buffets brand restaurants, which include
the Old Country Buffet(R), Country Buffet(R), and HomeTown
Buffet(R), increased approximately 0.7% to $54,627, compared to
the comparable prior year period.  

Same-store sales for the first quarter of fiscal 2008 decreased by
0.2% for the Buffets brand restaurants as compared to the prior
year.  This decrease was primarily attributable to a 3.0% decline
in guest traffic, partially offset by a 2.8% increase in average
check.  Average weekly sales for the first quarter of fiscal 2008
for the Ryan's brand restaurants, which include the Ryan's(R) and
Fire Mountain(R) brands, decreased approximately 1.1% to $44,348.
Same-store sales for the first quarter of fiscal 2008 decreased by
4.0% for the Ryan's brand units as compared to the prior year.
This decrease was primarily attributable to a 6.2% decline in
guest traffic, partially offset by a 2.2% increase in average
check.  Same-stores sales calculations reflect those restaurants
that have been in operation for at least eighteen operating
periods.

                Continued Focus on Key Initiatives

The company's primary focus is on returning the Ryan's brand
restaurants same store sales to positive territory and improving
its operating metrics in the Buffets system.  In the first quarter
of fiscal 2008 Ryan's same store sales were down 4.0% however,
there is still concern about the current operating environment,
particularly gasoline prices and the pending adjustable rate
mortgage resets that have been affecting and will continue to
affect the company's core guest base.

On the Buffets side, same store sales have remained relatively
stable at down 0.2% in the current quarter.  However, food cost
pressures and hourly labor rate increases have continued to
adversely impact the company's operating margins.

The company continues to direct significant attention to its cost
savings initiatives related to the Ryan's integration effort and,
despite stiff headwinds facing the company in the form of higher
commodity costs and labor rates, it has realized approximately
$20.5 million in cumulative cost savings since its merger with
Ryan's through the end of the first quarter.  "While we still
expect to capture the full $55.7 million in cost savings
identified prior to the merger, we now believe it will take us up
to six months longer than originally anticipated to fully realize
them through our operating results," said R. Michael Andrews,
Buffets' chief executive officer.

                     Discontinued Operations

In June 2007, the company made the decision to sell its Tahoe
Joe's Famous Steakhouse(R) restaurants.  The eleven restaurants in
the Tahoe Joe's Famous Steakhouse(R) Division are being actively
marketed and management expects a sale to occur within the next
fiscal year.  As a result, the company has revised the financial
statements contained within its form 10-Q filing dated Sept. 19,
2007 to show certain account balances and activity related to the
Tahoe Joe's restaurants as discontinued operations.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 19, 2007, are available for
free at http://researcharchives.com/t/s?24ff

                      About Buffets Holdings

Headquartered in Eagan, Minnesota, Buffets Holdings Inc., is the
holding company of Buffets Inc. -- http://www.buffet.com/-- which   
currently operates 635 restaurants in 39 states, comprised of 624
steak-buffet restaurants and eleven Tahoe Joe's Famous
Steakhouse(R) restaurants, and franchises sixteen steak-buffet
restaurants in six states.  The restaurants are principally
operated under the Old Country Buffet(R), HomeTown Buffet(R),
Ryan's(R) and Fire Mountain(R) brands.  Buffets employs
approximately 38,000 team members and serves more than 200 million
customers annually.  


BUFFETS HOLDINGS: S&P Cuts Corp. Credit Rating to CCC from CCC+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating, on Eagan, Minnesota-based Buffets
Holdings Inc. to 'CCC' from 'CCC+'.  The outlook is negative.
      
"The rating action is based on our expectation that the company
will breach the maximum leverage ratio covenant of its senior
secured credit facility in the coming quarter," said Standard &
Poor's credit analyst Charles Pinson-Rose.  He added that Buffets
has engaged Houlihan, Lokey, Howard & Zukin Capital to advise the
company with respect to its capital structure.  


BUNGE LTD: S&P Rates $750 Million Preference Shares at BB
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
Bunge Ltd.'s $750 million of 5.125% cumulative mandatory
convertible preference shares.  At the same time, Standard
& Poor's affirmed its 'BBB-' long-term corporate credit and other
ratings on Bunge.  The outlook is stable.  Pro forma for the new
issue, about $4.2 billion of debt and preference shares of the
White Plains, New York-based company are rated.  Proceeds from
this issue will be used to repay debt and for general corporate
purposes.
     
"The new preference share issue will receive high equity content
under our methodology because of its mandatory conversion
feature," said Standard & Poor's credit analyst Jayne Ross.  Each
preference share automatically converts
into 8.2190 to 9.6984 common shares.
     
"The ratings on Bunge reflect the company's position as the
largest player in global oilseed origination, trading, and
processing, with broad geographic diversity," said Ms. Ross.  
"Good positions in U.S. milling, vertically integrated Latin
American fertilizer operations, and complementary businesses in
food processing provide Bunge with a fairly diverse product
portfolio.  These strengths are tempered by the company's
aggressive financial policies and lack of consistent and
satisfactory free operating cash flow."


C-BASS CBO: Moody's Pares Low-B Ratings on $30.5 Mil. Class Notes
-----------------------------------------------------------------
Moody's Investors Service placed these notes issued by C-BASS CBO
XVIII Ltd. on review for possible downgrade:

   -- $346,000,000 Class A-1 First Priority Senior Secured
      Floating Rate Notes Due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $150,000,000 Class A-2 First Priority Senior Secured
      Fixed Rate Notes Due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $46,500,000 Class B Second Priority Senior Secured
      Floating Rate Notes Due 2047

      Prior Rating: Aa2

      Current Rating: Baa1, on review for possible downgrade

   -- $12,700,000 Class C Third Priority Secured Floating Rate
      Deferrable Interest Notes Due 2047

      Prior Rating: A2

      Current Rating: Ba2, on review for possible downgrade

   -- $17,800,000 Class D Fourth Priority Secured Floating Rate
      Deferrable Interest Notes Due 2047

      Prior Rating: Baa2

      Current Rating: B1, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


CALVIN CASHAN: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtors: Calvin J. Cashan
         Elizabeth M. Cashan
         205 East Central Avenue
         Moorestown, NJ 08057

Bankruptcy Case No.: 07-26356

Chapter 11 Petition Date: November 6, 2007

Court: District of New Jersey (Camden)

Debtors' Counsel: Jerrold S. Kulback, Esq.
                  Archer & Greiner
                  One Centennial Square
                  Haddonfield, NJ 08033
                  Tel: (856) 795-2121
                  Fax: (856) 795-0574

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' list of its 11 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Nicholas Cashan, III                      $1,400,000
921 Central Avenue
Hammonton, NJ 408037

American Express                            $101,049
P.O. Box 1270
Newark, NJ 07101-1270

Joanne Hudson Associates, Ltd.               $70,000
2400 Market Street, Suite 302
Philadelphia, PA 19103

Depenbrock Landscapers, Inc.                 $55,785

Blank Rome, LLP                              $35,313

Avalon Audio Video                           $35,000

Citi Card                                    $14,588

Bank of America                              $13,244

Pennsylvania Hospital                         $8,798

Tabernacle Granite & Marble, Inc.             $8,107

Capital One                                   $4,400


CAMBER 6: Moody's Cuts Ratings on Two Note Classes to Low-B
-----------------------------------------------------------
Moody's Investors Service placed these notes issued by CAMBER 6
plc on review for possible downgrade:

   -- $75,100,000 Class B Senior Floating Rate Notes Due 2043

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $105,000,000 Class C Senior Floating Rate Notes Due 2043

      Prior Rating: Aa2

      Current Rating: Aa2, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $18,000,000 Class D Floating Rate Deferrable Notes Due
      2043

      Prior Rating: A2

      Current Rating: Baa2, on review for possible downgrade

   -- $30,000,000 Class E Floating Rate Deferrable Notes Due
      2043

      Prior Rating: Baa2

      Current Rating: Ba2, on review for possible downgrade

   -- $7,500,000 Class F Floating Rate Deferrable Notes Due
      2043

      Prior Rating: Ba1

      Current Rating: B2, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


CARIBOU PEAK: Moody's Junks Rating on $11.25 Mil. Swap Notes
------------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by Portfolio Credit Default Swap (Caribou Peak Mezzanine Swap) on
review for possible downgrade:

   -- $11,250,000 Initial Tranche Notional Amount Credit
      Default Swap

      Prior Rating: Ba3

      Current Rating: Caa3, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


CARRINGTON MORTGAGE: Fitch Cuts Ratings on Four Classes to Low-B
----------------------------------------------------------------
Fitch Ratings took these rating actions on the Carrington Mortgage
Loan Trust mortgage pass-through certificates.  Affirmations total
$543.7 million and downgrades total
$198.9 million.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions as:

Series 2007-RFC1:

   -- $549.7 million class A-1 through A-4 affirmed at 'AAA'
      (BL: 38.53, LCR: 2.12);

   -- $49.4 million class M-1 downgraded to 'AA-' from 'AA+'
      (BL: 34.51, LCR: 1.90);

   -- $41 million class M-2 downgraded to 'A+' from 'AA+' (BL:
      29.19, LCR: 1.61);

   -- $15.7 million class M-3 downgraded to 'A-' from 'AA' (BL:
      27.13, LCR: 1.49);

   -- $22.7 million class M-4 downgraded to 'BBB+' from 'AA-'
      (BL: 24.13, LCR: 1.33);

   -- $13.1 million class M-5 downgraded to 'BBB' from 'A+'
      (BL: 22.38, LCR: 1.23);

   -- $11.8 million class M-6 downgraded to 'BBB-' from 'A'
      (BL: 20.73, LCR: 1.14);

   -- $16.1 million class M-7 downgraded to 'BB' from 'A-' (BL:
      18.35, LCR: 1.01);

   -- $6.9 million class M-8 downgraded to 'BB' from 'BBB+'
      (BL: 17.26, LCR: 0.95);

   -- $11.3 million class M-9 downgraded to 'B' from 'BBB' (BL:
      15.43, LCR: 0.85);

   -- $10.4 million class M-10 downgraded to 'B' from 'BBB-'
      (BL: 14.11, LCR: 0.78).

Deal Summary

   -- Originators: Various;
   -- 60+ day Delinquency: 15.28%;
   -- Realized Losses to date (% of Original Balance): 0.04%;
   -- Expected Remaining Losses (% of Current Balance): 18.15%;
   -- Cumulative Expected Losses (% of Original Balance):
      16.14%.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.

   -- 'Downgrade Criteria for Recent Vintage U.S. Subprime
      RMBS' (Aug. 8, 2007);
   -- 'U.S. Subprime RMBS/HEL Upgrade/Downgrade Criteria'
      (June 12 ,2007).


CARROLL COUNTY: Diminishing Losses Cue S&P to Revise Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Carroll County, Maryland's $21.42 million series 1999A and 1999B
bonds, issued for EMA Obligated Group (Fairhaven and Copper
Ridge), to positive from stable, reflecting diminishing operating
losses, growing liquidity, and successful absorption of new units.  
Standard & Poor's also affirmed its 'BB' underlying rating on the
series 1999A and B bonds.
      
"With management now stable and all facilities fully occupied, EMA
is poised to continue its financial improvement over the next one
to two years, which could result in an upgrade," said Standard &
Poor's credit analyst Liz Sweeney.
     
Key credit factors include EMA's rising liquidity, with 129 days'
cash on hand systemwide at Sept. 30, 2007, compared with 105 days'
cash at Dec. 31, 2005; strengthening of the senior management team
following turnover at the senior levels during a period of poor
performance, including a rate covenant violation in fiscal 2003,
that ultimately resulted in the rating falling to the current
level from 'A-'; solid occupancy at all facilities exceeding 90%,
with Fairhaven recently completing the successful absorption of
100 new independent living units; modestly diminished operating
losses systemwide,
with a negative 6.9% operating margin for the nine months ended
Sept. 30, 2007, compared with negative 8.0%-12.0% operating losses
in 2004-2006; and a competitive marketplace.
     
Standard & Poor's will evaluate a possible financing at William
Hill Manor in 2008 for a modest expansion and refunding when plans
are more complete, in the context of the project risk, the scale
of the project and related debt, and the system's overall
performance at that time.

The revised rating outlook affects $30 million of rated debt.


CENTER FOR EDUCATION: Case Summary & 16 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Center for Education, Networking, Training, and
        Empowerment Resources, Inc.
        dba C.E.N.T.E.R., Inc.
        dba CENTER, Inc.
        P.O. Box 1788
        Waycross, GA 31502

Bankruptcy Case No.: 07-50917

Type of Business: The Debtor filed for Chapter 11 protection on
                  Aug. 31, 2007 (Bankr. S.D. Ga. Case No.
                  07-50705).

Chapter 11 Petition Date: November 6, 2007

Court: Southern District of Georgia (Waycross)

Judge: John S. Dalis

Debtor's Counsel: C. James McCallar, Jr., Esq.
                  McCallar Law Firm
                  P.O. Box 9026
                  Savannah, GA 31412
                  Tel: (912) 234-1215
                  Fax: (912) 236-7549

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Branch Banking & Trust Company   Macedonia Baptist       $314,616
500 Albany Avenue                Church Loan
Waycross, GA 31501

                                 Bailey Street Charter   $145,467
                                 School Loan

Waycross Satilla Missionary                              $147,000
Baptist Association
2913 Albany Avenue
Waycross, GA 31501

John N. Fluker                   Loan                     $90,500
611 Preston Street
Waycross, GA 31501

Petterson Bank                   1994 Mercedes 420        $16,500

                                 2 Chevy Vans             $34,000

                                 Line of Credit           $30,000

Fer-rell & Kecia Malone                                   $55,000

Internal Revenue Service         Taxes                    $54,000

Joey Hiers                                                $40,000

Brumbloe & Associates                                     $29,000

Willie J. Brown                  Loan                     $25,000

Eala Greene                      Loan                     $18,000

Denmark & Brown                  Financial Work           $15,000

GMBC Convention & Pastors        Bill                     $12,250

Marica Hines                     Loan                     $10,000

Carlton Fluker                                             $9,500

Ruth McCoy                       Loan                      $8,000

Georgia Department of Labor      Taxes                     $6,788


CHERRY CREEK: Moody's Junks Rating on $7 Million Class C Notes
--------------------------------------------------------------
Moody's Investors Service placed these notes issued by Cherry
Creek CDO II Ltd on review for possible downgrade.

   -- $329,000,000 Class A1S Variable Funding Senior Secured
      Floating Rate Notes Due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

Moody's also announced that it has downgraded and left on review
for possible downgrade these notes:

   -- $57,000,000 Class A1J Senior Secured Floating Rate Notes
      Due 2047

      Prior Rating: Aaa

      Current Rating: A3, on review for possible downgrade

   -- $47,000,000 Class A2 Senior Secured Floating Rate Notes
      Due 2047

      Prior Rating: Aa2

      Current Rating: Baa3, on review for possible downgrade

   -- $20,500,000 Class A3 Secured Deferrable Interest Floating
      Rate Notes Due 2047

      Prior Rating: A2

      Current Rating: Ba3, on review for possible downgrade

   -- $22,000,000 Class B Mezzanine Secured Deferrable Interest
      Floating Rate Notes Due 2047

      Prior Rating: Baa2

      Current Rating: B3, on review for possible downgrade

In addition Moody's announced that it has downgraded these notes:

   -- $7,000,000 Class C Mezzanine Secured Deferrable Interest
      Floating Rate Notes Due 2047

      Prior Rating: Ba1

      Current Rating: Ca

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of asset-
backed secruities.


CHRYSLER LLC: Lenders Selling $4 Billion Loans at a Discount
------------------------------------------------------------
Aiming to lessen $171 billion leveraged loan backlog, JPMorgan
Chase and Co., Citigroup Inc., Goldman Sachs Group Inc., Morgan
Stanley and Bear Stearns & Co. are planning to sell Chrysler LLC's
$4 billion loans at about 97.5 cents on the dollar this week,
Pierre Paulden and Bryan Keogh of Bloomberg News reports citing
unnamed sources.

The banks, sources say, are eager to dispose the $10 billion loans
that they were not able to sell in July and August after Cerberus
Capital Management acquired Chrysler from former owner
DaimlerChrysler AG.

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- produces Chrysler, Jeep(R), Dodge and  
Mopar(R) brand vehicles and products.

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

Chrysler is a unit of Cerberus Capital Management.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2007,
Standard & Poor's Ratings Services said its corporate credit
ratings on Chrysler LLC and DaimlerChrysler Financial Services
Americas LLC remain on CreditWatch with positive implications,
following the United Auto Workers' narrow approval of the new
Chrysler-UAW labor contract.  The ratings were placed on
CreditWatch on Sept. 26, 2007, based on S&P's belief that Chrysler
would reach a deal similar to the one General Motors Corp. reached
with the UAW on that date.

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


CINRAM INT'L: S&P Places Corp. Credit & Bank Loan Ratings at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' long-term
corporate credit and bank loan ratings on Toronto-based
prerecorded multimedia manufacturer Cinram International Inc., a
wholly owned indirect subsidiary of Cinram International
Income Fund, on CreditWatch with negative implications.  The '4'
bank loan recovery rating remains unchanged.
     
"The CreditWatch placement follows Cinram's announcement of weak
third-quarter performance," said Standard & Poor's credit analyst
Lori Harris.  This resulted in a decline in reported EBITDA margin
to 14% for the period (ended Sept. 30, 2007) from 17% in third-
quarter 2006.  The EBITDA drop was due to a number of factors,
including lower DVD prices and a 14% decline in CD sales volume.
     
Furthermore, lower-than-expected sales of high-definition DVDs
hamper the outlook for the company because of the continuation of
two competing formats.  Management expects that high-definition
DVDs will become a meaningful revenue and EBITDA contributor once
a dominant format is established, but this is not likely to occur
in 2008.  At the same time, S&P expect digital distribution to
become a larger source of studio revenues, which will contribute
to a decline in DVD sales volume in the medium term.  Because of
these challenges,
management announced that it would be suspending monthly
distributions starting in January 2008, which will improve
Cinram's liquidity position and cushion with regard to its
financial covenants.
     
In resolving its CreditWatch listing, Standard & Poor's will meet
with management and review Cinram's overall financial policies, as
well as its operating and financial strategies.
     
Cinram is the world's largest independent manufacturer of
prerecorded multimedia products, with revenues of $1.9 billion in
2006.


COLLIER DEVELOPMENT: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: Collier Development, L.L.C.
        829 Fairways Court, Suite 200
        Stockbridge, GA 30281

Bankruptcy Case No.: 07-78618

Chapter 11 Petition Date: November 5, 2007

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Christopher S. Strickland, Esq.
                  Levine, Block & Strickland, L.L.P.
                  945 East Paces Ferry Road, Suite 2270
                  Atlanta, GA 30326
                  Tel: (404) 231-4567
                  Fax: (404) 231-4618

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
N.A.I. Avant                   broker's commission   $255,000
1901 Main Street
Columbia, SC 29201


COOKSON SPC: Moody's Junks Rating on $20 Mil. Series 2007-7 Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade these notes issued by Cookson SPC:

   -- $10,000,000 Series 2007-7 Notes Due 2047

      Prior Rating: Baa2

      Current Rating: Caa3, on review for possible downgrade

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


COMM 2006-FL12: Fitch Affirms Low-B Ratings on Two Cert. Classes
----------------------------------------------------------------
Fitch Ratings affirms these classes of COMM 2006-FL12 commercial
mortgage pass-through certificates:

   -- $895.7 million class A-2 at AAA;
   -- $507 million class A-J at AAA';
   -- $96.5 million class B at 'AA+';
   -- $67.8 million class C at 'AA+'
   -- $74.7 million class D at 'AA',
   -- $55.6 million class E at 'AA-';
   -- $55.6 million class F at 'A+';
   -- $53 million class G at 'A+';
   -- $33 million class H at 'A';
   -- $37.7 million class J at 'A-';
   -- Interest Only classes X-1, X-2, X-3BC, X-3-DB, X-3-SG, X-
      4, X-5-BC, X-5-DB, and X-5-SG at 'AAA'.

Class A-1 has been paid in full.

In addition, Fitch affirms these rake classes:

   -- $12.8 million class CN-1 at 'BBB';
   -- $8.8 million class CN-2 at 'BBB';
   -- $8.7 million class CN-3 at 'BBB-';
   -- $75.4 million class KR-1 at 'BBB+';
   -- $23.5 million class KR-2 at 'BBB';
   -- $66.4 million class KR-3 at 'BBB-';
   -- $6.8 million class IP-1 at 'BBB+';
   -- $11.2 million class IP-2 at 'BBB';
   -- $11 million class IP-3 at 'BBB-';
   -- $5 million class HDC-1 at 'BBB+';
   -- $6.7 million class FSH-1 at 'BBB+';
   -- $9 million class FSH-2 at 'BBB';
   -- $9.4 million class FSH-3 at 'BBB-';
   -- $1.1 million class CA-2 at 'BBB';
   -- $1.3 million class CA-3 at 'BBB-';
   -- $1.4 million class CA-4 at 'BBB-';
   -- $6.3 million class AN-3 at 'BBB-';
   -- $5 million class AN-4 at 'BBB-';
   -- $3.3 million class MSH-1 at 'BBB+';
   -- $2.9 million class MSH-2 at 'BBB';
   -- $4.8 million class MSH-3 at 'BBB-';
   -- $4 million class MSH-4 at 'BB+';
   -- $5.9 million class FG-1 at 'AA';
   -- $6.1 million class FG-2 at 'A+';
   -- $4.3 million class FG-3 at 'A-';
   -- $5.5 million class FG-4 at 'BBB';
   -- $7.2 million class FG-5 at 'BBB-';
   -- $2.5 million class LS-1 at 'BBB+';
   -- $2.7 million class LS-2 at 'BBB';
   -- $2.6 million class LS-3 at 'BBB-';
   -- $2.9 million class TC-1 at 'BBB';
   -- $2.4 million class TC-2 at 'BBB-';
   -- $2.3 million class LB-1 at 'BBB+';
   -- $1.6 million class LB-2 at 'BBB';
   -- $1.6 million class LB-3 at 'BBB-';
   -- $1.8 million class ES-1 at 'BBB+';
   -- $1.7 million class ES-2 at 'BBB';
   -- $1.5 million class ES-3 at 'BBB-';
   -- $1.3 million class AH-1 at 'BBB+';
   -- $1.3 million class AH-2 at 'BBB';
   -- $1.5 million class AH-3 at 'BBB-';
   -- $1.9 million class AH-4 at 'BB+';
   -- $1.3 million class CM-1 at 'A-';
   -- $2.5 million class CM-2 at 'BBB-'.

The Rake class SR-1 has been paid in full.  Fitch does not rate
classes CA-1, AN-1 and AN-2.

As of the October 2007 distribution date, the total collateral
balance has been reduced by 25.9% to $2.2 billion from
$3 billion at issuance.  Credit enhancement, however, has
increased only marginally because of the transaction's modified
sequential pay structure.  The structure provides that, for all
but one loan, 85% of any principal proceeds are allocated to the
class A and A-J notes, with the remainder allocated to the
remaining collateral classes B through J.

Since issuance in October 2006, the Strategic Hotel Portfolio loan
has paid in full, along with its accompanying rake class. In
addition, the balance of the Carr National Portfolio, the largest
loan at issuance, was reduced by 68.7% through paydown, and the
Carr America Portfolio, the fifth largest loan at issuance, was
paid down by 73.7%. The Four Seasons Hualalai loan has paid down
10% through the sale of residences in the resort-home portion of
that collateral.

The four largest loans make up 67.1% of the transaction, and all
except one loan in the deal (3%) have subordinate debt outside the
transaction.  In addition, three loans, including the two Carr
Portfolio loans and the Kerzner International Portfolio, have debt
that is pari passu with the debt obligations in other commercial
mortgage backed securities transactions.

The remaining collateral consists of sixteen loans listed below in
order of size.  The collateral includes loans on hotels (61.1%),
office (17%), multifamily (11.9%) and retail (10.1%) properties.

The loans are: Kerzner International Portfolio (32%); Independence
Plaza (11.9%); Hotel del Coronado (11.7%); Carr America National
Pool 3 (11. 6%); Four Seasons Hualalai (8.2%); Albertson's
(Newkirk) Portfolio (5.2%); MSREF Hotel Portfolio 3.1%);
Superstition Springs Center (3%); Ft. Lauderdale Marina Marriott
(3%); Legacy So Cal Portfolio (2.5%); The Avenue at Tower City
(1.9%); Legacy Bayside (1.6%); Carr America Pool 2 (1.4%); Embassy
Suites Lake Buena Vista (1.3%); Algonquin Hotel (1.3%); and
Charleston Marriott (0.63%).


COOKSON SPC: Moody's Junks Rating on $20 Mil. Series 2007-8 Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade these notes issued by Cookson SPC:

   -- $20,000,000 Series 2007-8 Notes Due 2047

      Prior Rating: A2

      Current Rating: Caa3, on review for possible downgrade

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


CREDIT BASED: Fitch Downgrades Ratings on Five Certificate Classes
------------------------------------------------------------------
Fitch Ratings took these rating actions on the four Credit Based
Asset Servicing & Securitization (C-BASS) transactions.
Affirmations total $1.6 billion and downgrades total
$349.3 million.  In addition, about $68.7 million (included in the
above rating actions) are placed on Rating Watch Negative. Break
Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions:

C-BASS 2007-CB1

   -- $99.5 million class AF-1A affirmed at 'AAA' (BL: 46.96,
      LCR: 3.31);

   -- $99.5 million class AF-1B affirmed at 'AAA' (BL: 46.96,
      LCR: 3.31);

   -- $86.3 million class AF-2 affirmed at 'AAA' (BL: 39.54,
      LCR: 2.78);

   -- $69.6 million class AF-3 affirmed at 'AAA' (BL: 33.32,
      LCR: 2.34);

   -- $20.2 million class AF-4 affirmed at 'AAA' (BL: 32.37,
      LCR: 2.28);

   -- $19.7 million class AF-5, rated 'AAA' (BL: 31.68, LCR:
      2.23) placed on Rating Watch Negative;

   -- $49 million class AF-6, rated 'AAA' (BL: 31.82, LCR:
      2.24) placed on Rating Watch Negative;

   -- $17.2 million class M-1 downgraded to 'AA' from 'AA+'
      (BL: 28.73, LCR: 2.03);

   -- $17.2 million class M-2 downgraded to 'AA-' from 'AA+'
      (BL: 25.71, LCR: 1.81);

   -- $10.3 million class M-3 downgraded to 'A+' from 'AA' (BL:
      23.9, LCR: 1.68);

   -- $9.7 million class M-4 downgraded to 'A' from 'AA-' (BL:
      22.13, LCR: 1.56);

   -- $9 million class M-5 downgraded to 'A-' from 'A+' (BL:
      20.42, LCR: 1.44);

   -- $8.7 million class M-6 downgraded to 'BBB+' from 'A' (BL:
      18.70, LCR: 1.32);

   -- $8.4 million class M-7 downgraded to 'BBB-' from 'BBB+'
      (BL: 16.93, LCR: 1.19);

   -- $7.2 million class M-8 downgraded to 'BB' from 'BBB' (BL:
      15.36, LCR: 1.08);

   -- $6 million class B-1 downgraded to 'BB' from 'BBB-' (BL:
      14.02, LCR: 0.99);

   -- $6.3 million class B-2 downgraded to 'B' from 'BB+' (BL:
      12.96, LCR: 0.91).

Deal Summary

   -- Originators: New Century (28.98%), Wilmington Finance
      Inc. (24.45%), OwnIt Mortgage Solutions (16.96%)
   -- 60+ day Delinquency: 10.91%;
   -- Realized Losses to date (% of Original Balance): 0.11%;
   -- Expected Remaining Losses (% of Current Balance): 14.19%;
   -- Cumulative Expected Losses (% of Original Balance):
      13.22%.

C-BASS 2007-CB2

   -- $700.8 million class A affirmed at 'AAA' (BL: 31.9, LCR:
      2.53);

   -- $30.5 million class M1 downgraded to 'AA' from 'AA+' (BL:
      27.9, LCR: 2.21);

   -- $28.9 million class M2 downgraded to 'AA-' from 'AA+'
      (BL: 24.72, LCR: 1.96);

   -- $18.3 million class M3 downgraded to 'AA-' from 'AA' (BL:
      22.68, LCR: 1.8);

   -- $14.7 million class M4 downgraded to 'A+' from 'AA-' (BL:
      21.00, LCR: 1.66);

   -- $15.2 million class M5 downgraded to 'A' from 'A+' (BL:
      19.18, LCR: 1.52);

   -- $14.2 million class M6 downgraded to 'BBB+' from 'A' (BL:
      17.40, LCR: 1.38);

   -- $13.2 million class B1 downgraded to 'BBB' from 'A-' (BL:
      15.61, LCR: 1.24);

   -- $12.2 million class B2 downgraded to 'BBB-' from 'BBB+'
      (BL: 13.97, LCR: 1.11);

   -- $10.1 million class B3 downgraded to 'BB' from 'BBB' (BL:
      12.65, LCR: / 1);

   -- $10.1 million class B4 downgraded to 'B' from 'BBB-' (BL:
      11.67, LCR: 0.92).

Deal Summary

   -- Originators: HSBC (20.60%), New Century (18.62%), CIT
      Group (17.23%), Sebring Capital Corp (10.03%)
   -- 60+ day Delinquency: 8.66%;
   -- Realized Losses to date (% of Original Balance): 0.06%;
   -- Expected Remaining Losses (% of Current Balance): 12.62%;
   -- Cumulative Expected Losses (% of Original
      Balance):11.18%.

C-BASS 2007-CB3

   -- $329.7 million class A affirmed at 'AAA' (BL: 33.77, LCR:
      2.38);

   -- $16.1 million class M1 downgraded to 'AA' from 'AA+' (BL:
      30.01, LCR: 2.12);

   -- $14.6 million class M2 downgraded to 'AA-' from 'AA+'
      (BL: 26.55, LCR: 1.87);

   -- $8.7 million class M3 downgraded to 'A+' from 'AA' (BL:
      24.41, LCR: 1.72);

   -- $7.8 million class M4 downgraded to 'A' from 'AA-' (BL:
      22.35, LCR: 1.58);

   -- $7.1 million class M5 downgraded to 'A-' from 'A+' (BL:
      20.43, LCR: 1.44);

   -- $5.3 million class M6 downgraded to 'BBB+' from 'A' (BL:
      18.90, LCR: 1.33);

   -- $4 million class B1 downgraded to 'BBB' from 'A-' (BL:
      17.65, LCR: 1.24);

   -- $3.8 million class B2 downgraded to 'BBB-' from 'BBB+'
      (BL: 16.46, LCR: 1.16);

   -- $4.9 million class B3 downgraded to 'BB' from 'BBB' (BL:
      15.10, LCR: 1.06);

   -- $8 million class B4 downgraded to 'B' from 'BBB-' (BL:
      13.33, LCR: 0.94).

Deal Summary

   -- Originators: Wilmington (25.72%), People's Choice
      (19.51%), New Century (19.32%)
   -- 60+ day Delinquency: 8.4%;
   -- Realized Losses to date (% of Original Balance): 0.04%;
   -- Expected Remaining Losses (% of Current Balance): 14.19%;
   -- Cumulative Expected Losses (% of Original Balance):
      13.42%.

C-BASS 2007-SP1

   -- $58.1 million class A-1 affirmed at 'AAA' (BL: 28.75,
      LCR: 3.46);

   -- $25.6 million class A-2 affirmed at 'AAA' (BL: 28.75,
      LCR: 3.46);

   -- $22.6 million class A-3 affirmed at 'AAA' (BL: 28.75,
      LCR: 3.46);

   -- $25.4 million class A-4 affirmed at 'AAA' (BL: 28.75,
      LCR: 3.46);

   -- $6.2 million class M-1 affirmed at 'AA+' (BL: 24.84, LCR:
      2.99);

   -- $5.8 million class M-2 affirmed at 'AA+' (BL: 21.13, LCR:
      2.54);

   -- $2.9 million class M-3 affirmed at 'AA+' (BL: 19.2, LCR:
      2.31);

   -- $2.9 million class M-4 affirmed at 'AA' (BL: 17.23, LCR:
      2.07);

   -- $2.7 million class M-5 affirmed at 'AA-' (BL: 15.35, LCR:
      1.85);

   -- $2.2 million class M-6 affirmed at 'A+' (BL: 13.76, LCR:
      1.66);

   -- $2.3 million class M-7 affirmed at 'A' (BL: 12.05, LCR:
      1.45);

   -- $1.4 million class M-8 affirmed at 'BBB+' (BL: 10.97,
      LCR: 1.32);

   -- $1.4 million class M-9 affirmed at 'BBB' (BL: 9.88, LCR:
      1.19);

   -- $0.9 million class M-10 affirmed at 'BBB-' (BL: 9.16,
      LCR: 1.1);

   -- $1.4 million class M-11 affirmed at 'BB' (BL: 8.21, LCR:
      0.99).

Deal Summary

   -- Originators: Mellon Bank (26.64%), Ameriquest Mortgage
      Company (21.41%), New Century (17.87%), Provident
      (10.83%)
   -- 60+ day Delinquency: 4.86%;
   -- Realized Losses to date (% of Original Balance): 0.07%;
   -- Expected Remaining Losses (% of Current Balance): 8.3%;
   -- Cumulative Expected Losses (% of Original Balance):
      6.95%.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.

   -- 'Downgrade Criteria for Recent Vintage U.S. Subprime
      RMBS' (Aug. 8, 2007);

   -- 'U.S. Subprime RMBS/HEL Upgrade/Downgrade Criteria'
      (June 12 ,2007).


CSFB HEAT: Fitch Junks Ratings on Three Certificate Classes
-----------------------------------------------------------
Fitch Ratings took these rating actions on CSFB HEAT 2007-1.
Affirmations total $345.7 million and downgrades total $544.6
million.  In addition, about $662.1 million (included in the above
rating actions) are placed on Rating Watch Negative. Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

CSFB HEAT 2007-1

   -- $308.6 million class 1-A-1 downgraded to 'A+' from 'AAA'
      (BL: 37.18, LCR: 1.69) and placed on Rating Watch
      Negative;

   -- $205.7 million classes 2-A-1, P, R affirmed at 'AAA' (BL:
      68.65, LCR: 3.12);

   -- $63 million class 2-A-2, rated 'AAA' (BL: 57.36, LCR:
      2.61) placed on Rating Watch Negative;

   -- $77 million class 2-A-3, rated 'AAA' (BL: 44.02, LCR: 2)
      placed on Rating Watch Negative;

   -- $44.5 million class 2-A4 downgraded to 'A+' from 'AAA'
      (BL: 36.98, LCR: 1.68) and placed on Rating Watch
      Negative;

   -- $38 million class M-1 downgraded to 'A-' from 'AA+' (BL:
      32.13, LCR: 1.46) and placed on Rating Watch Negative;

   -- $35 million class M-2 downgraded to 'BBB' from 'AA+' (BL:
      28.31, LCR: 1.29) and placed on Rating Watch Negative;

   -- $20 million class M-3 downgraded to 'BBB-' from 'AA' (BL:
      26.11, LCR: 1.19) and placed on Rating Watch Negative;

   -- $17.5 million class M-4 downgraded to 'BBB-' from 'AA-'
      (BL: 24.17, LCR: 1.1) and placed on Rating Watch
      Negative;

   -- $17.5 million class M-5 downgraded to 'BB' from 'A+' (BL:
      22.22, LCR: 1.01) and placed on Rating Watch Negative;

   -- $16 million class M-6 downgraded to 'B' from 'A-' (BL:
      20.17, LCR: 0.92) and placed on Rating Watch Negative;

   -- $14.5 million class M-7 downgraded to 'B' from 'BBB+'
      (BL: 18.08, LCR: 0.82) and placed on Rating Watch
      Negative;

   -- $10.5 million class M-8 downgraded to 'B' from 'BBB' (BL:
      16.49, LCR: 0.75) and placed on Rating Watch Negative;

   -- $6 million class B-1 downgraded to 'CCC' from 'BBB';

   -- $6.5 million class B-2 downgraded to 'CCC' from 'BBB-';

   -- $10 million class B-3 downgraded to 'CCC' from 'BB'.

Deal Summary

   -- Originators: OwnIt (25.4%), Equifirst (20.8%), Lime
      Financial (19.5%), AEGIS (11%)
   -- 60+ day Delinquency: 15.93%;
   -- Realized Losses to date (% of Original Balance): 0.14%;
   -- Expected Remaining Losses (% of Current Balance): 21.98%;
   -- Cumulative Expected Losses (% of Original Balance):
      20.14%.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.

   -- 'Downgrade Criteria for Recent Vintage U.S. Subprime
      RMBS' (Aug. 8, 2007);

   -- 'U.S. Subprime RMBS/HEL Upgrade/Downgrade Criteria'
      (June 12 ,2007).


CULEBRA SA: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Culebra SA 104 Acre Residential Development L.P.
        8000 IH 10 West, Suite 1035
        San Antonio, TX 78230

Bankruptcy Case No.: 07-52952

Debtor-affiliate filing separate Chapter 11 petition:

      Entity                                 Case No.
      ------                                 --------
      Culebra SA 179 Acre                    07-52953
      Residential Development L.P.

Type of Business: The Debtors are real estate developers.

Chapter 11 Petition Date: November 6, 2007

Court: Western District of Texas (San Antonio)

Debtors' Counsel: Dean William Greer, Esq.
                  2929 Mossrock, Suite 117
                  San Antonio, TX 78230
                  Tel: (210) 342-7100
                  Fax: (210) 342-3633

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtors do not have any creditors who are not insiders.


CWALT INC: Moody's Junks Ratings on 22 Certificate Classes
----------------------------------------------------------
Moody's Investors Service downgraded the ratings of 60 tranches
and has placed under review for possible downgrade the ratings of
39 tranches from 11 deals issued by Counrtywide in 2006.  Three
downgraded tranches remain on review for possible downgrade.  The
collateral backing these classes consists of primarily first lien,
fixed and adjustable-rate, Alt-A mortgage loans.

The ratings were downgraded and placed under review for downgrade
based on higher than anticipated rates of delinquency,
foreclosure, and REO in the underlying collateral relative to
credit enhancement levels.  In its analysis Moody's has also
applied its published methodology updates to the non delinquent
portion of the transactions.

   Issuer: CWALT, Inc.
           Mortgage Pass-Through Certificates
           Series 2006-OC1

   -- Cl. M-1 Currently Aa1 on review for possible downgrade,
   -- Cl. M-2 Currently Aa2 on review for possible downgrade,
   -- Cl. M-3 Currently Aa3 on review for possible downgrade,
   -- Cl. M-4, Downgraded to Baa1, previously A1,
   -- Cl. M-5, Downgraded to Ba2, previously A2,
   -- Cl. M-6, Downgraded to B2, previously A3,
   -- Cl. M-7, Downgraded to Caa2, previously Baa1, and
   -- Cl. M-8, Downgraded to C, previously Baa2.

   Issuer: CWALT, Inc.
           Mortgage Pass-Through Certificates
           Series 2006-OC10

   -- Cl. M-1 Currently Aaa on review for possible downgrade,
   -- Cl. M-2 Currently Aa1 on review for possible downgrade,
   -- Cl. M-3 Currently Aa2 on review for possible downgrade,
   -- Cl. M-4 Currently Aa2 on review for possible downgrade,
   -- Cl. M-5 Currently Aa3 on review for possible downgrade,
   -- Cl. M-6, Downgraded to Ba2, previously A1,
   -- Cl. M-7, Downgraded to B3, previously A3, and
   -- Cl. M-8, Downgraded to Ca, previously Baa3.

   Issuer: CWALT, Inc.
           Mortgage Pass-Through Certificates
           Series 2006-OC11

   -- Cl. M-1 Currently Aa1 on review for possible downgrade,

   -- Cl. M-2 Currently Aa2 on review for possible downgrade,

   -- Cl. M-3 Currently Aa3 on review for possible downgrade,

   -- Cl. M-4, Downgraded to Baa2, previously A1,

   -- Cl. M-5, Downgraded to Ba1, previously A2,

   -- Cl. M-6, Downgraded to Ba3, previously A3,

   -- Cl. M-7, Downgraded to B3, previously Baa1, and

   -- Cl. M-8, Downgraded to B3 on review for possible further
      downgrade, previously Baa2.

   Issuer: CWALT, Inc.
           Mortgage Pass-Through Certificates
           Series 2006-OC2

   -- Cl. M-1 Currently Aa1 on review for possible downgrade,
   -- Cl. M-2 Currently Aa2 on review for possible downgrade,
   -- Cl. M-3 Currently Aa3 on review for possible downgrade,
   -- Cl. M-4, Downgraded to Baa2, previously A1,
   -- Cl. M-5, Downgraded to Ba3, previously A2,
   -- Cl. M-6, Downgraded to B3, previously A3,
   -- Cl. M-7, Downgraded to Caa3, previously Baa1,
   -- Cl. M-8, Downgraded to C, previously Baa2, and
   -- Cl. M-9, Downgraded to C, previously Baa3.

   Issuer: CWALT, Inc.
           Mortgage Pass-Through Certificates
           Series 2006-OC3

   -- Cl. M-1 Currently Aa1 on review for possible downgrade,
   -- Cl. M-2 Currently Aa2 on review for possible downgrade,
   -- Cl. M-3 Currently Aa3 on review for possible downgrade,
   -- Cl. M-4, Downgraded to Baa2, previously A1,
   -- Cl. M-5, Downgraded to Ba2, previously A2,
   -- Cl. M-6, Downgraded to Ba3, previously A3,
   -- Cl. M-7, Downgraded to Caa2, previously Baa1,
   -- Cl. M-8, Downgraded to Caa3, previously Baa2, and
   -- Cl. M-9, Downgraded to C, previously Baa3.

   Issuer: CWALT, Inc.
           Mortgage Pass-Through Certificates
           Series 2006-OC4

   -- Cl. M-1 Currently Aa1 on review for possible downgrade,
   -- Cl. M-2 Currently Aa2 on review for possible downgrade,
   -- Cl. M-3 Currently Aa3 on review for possible downgrade,
   -- Cl. M-4, Downgraded to Baa1, previously A1,
   -- Cl. M-5, Downgraded to Ba1, previously A2,
   -- Cl. M-6, Downgraded to Ba3, previously A3,
   -- Cl. M-7, Downgraded to Caa2, previously Baa1,
   -- Cl. M-8, Downgraded to Caa3, previously Baa2,
   -- Cl. M-9, Downgraded to C, previously Baa3, and
   -- Cl. B, Downgraded to C, previously Ba1.

   Issuer: CWALT, Inc.
           Mortgage Pass-Through Certificates
           Series 2006-OC5

   -- Cl. M-1 Currently Aa1 on review for possible downgrade,

   -- Cl. M-2 Currently Aa2 on review for possible downgrade,

   -- Cl. M-3 Currently Aa3 on review for possible downgrade,

   -- Cl. M-4, Downgraded to Baa2, previously A1,

   -- Cl. M-5, Downgraded to Ba1, previously A2,

   -- Cl. M-6, Downgraded to Ba3, previously A3,

   -- Cl. M-7, Downgraded to B3 on review for possible further
      downgrade, previously Baa1,

   -- Cl. M-8, Downgraded to Caa3, previously Baa2, and

   -- Cl. M-9, Downgraded to C, previously Baa3.

   Issuer: CWALT, Inc.
           Mortgage Pass-Through Certificates
           Series 2006-OC6

   -- Cl. 1-A Currently Aaa on review for possible downgrade,
   -- Cl. 2-A-2B Currently Aaa on review for possible downgrade,
   -- Cl. 2-A-3 Currently Aaa on review for possible downgrade,
   -- Cl. M-1 Currently Aa1 on review for possible downgrade,
   -- Cl. M-2 Currently Aa2 on review for possible downgrade,
   -- Cl. M-3 Currently Aa3 on review for possible downgrade,
   -- Cl. M-4, Downgraded to Ba1, previously A1,
   -- Cl. M-5, Downgraded to B1, previously A2,
   -- Cl. M-6, Downgraded to Caa1, previously A3,
   -- Cl. M-7, Downgraded to Caa3, previously Baa1,
   -- Cl. M-8, Downgraded to C, previously Baa2, and
   -- Cl. M-9, Downgraded to C, previously Baa3.

   Issuer: CWALT, Inc.
           Mortgage Pass-Through Certificates
           Series 2006-OC7

   -- Cl. M-1 Currently Aa1 on review for possible downgrade,
   -- Cl. M-2 Currently Aa2 on review for possible downgrade,
   -- Cl. M-3 Currently Aa3 on review for possible downgrade,
   -- Cl. M-4, Downgraded to Baa2, previously A1,
   -- Cl. M-5, Downgraded to Ba2, previously A2,
   -- Cl. M-6, Downgraded to B2, previously A3,
   -- Cl. M-7, Downgraded to Caa3, previously Baa1, and
   -- Cl. M-8, Downgraded to C, previously Baa3.

   Issuer: CWALT, Inc.
           Mortgage Pass-Through Certificates
           Series 2006-OC8

   -- Cl. M-1 Currently Aa1 on review for possible downgrade,

   -- Cl. M-2 Currently Aa2 on review for possible downgrade,

   -- Cl. M-3 Currently Aa3 on review for possible downgrade,

   -- Cl. M-4, Downgraded to A3, previously A1,

   -- Cl. M-5, Downgraded to Baa2, previously A2,

   -- Cl. M-6, Downgraded to Ba1, previously A3,

   -- Cl. M-7, Downgraded to Ba3, previously Baa1,

   -- Cl. M-8, Downgraded to B3 on review for possible further
      downgrade, previously Baa2, and

   -- Cl. M-9, Downgraded to Caa2, previously Baa3.

   Issuer: CWALT, Inc.
           Mortgage Pass-Through Certificates
           Series 2006-OC9

   -- Cl. M-1 Currently Aa1 on review for possible downgrade,
   -- Cl. M-2 Currently Aa2 on review for possible downgrade,
   -- Cl. M-3 Currently Aa3 on review for possible downgrade,
   -- Cl. M-4, Downgraded to Baa1, previously A1,
   -- Cl. M-5, Downgraded to Baa2, previously A2,
   -- Cl. M-6, Downgraded to Ba1, previously A3,
   -- Cl. M-7, Downgraded to B1, previously Baa2, and
   -- Cl. M-8, Downgraded to Caa1, previously Baa3.


DADE BEHRING: Completes $77/Share Buyout Deal with Siemens AG
-------------------------------------------------------------
Siemens AG has completed the acquisition of Dade Behring Holdings
Inc.  The laboratory diagnostics company joins the existing
business of Siemens Medical Solutions Diagnostics.  

As reported in the Troubled Company Reporter on July 27, 2007,
Dade Behring and Siemens AG have entered into a definitive merger
agreement under which Siemens will acquire all of the outstanding
shares of Dade Behring for $77 per share in cash.

Siemens now can offer its customers a comprehensive healthcare
solutions' portfolio, which brings together the entire medical
imaging, laboratory diagnostics and clinical information
technology (IT) value chain under one roof.
    
"The acquisition of Dade Behring, which holds a strong position in
clinical chemistry, ideally complements our acquisitions of
Diagnostic Products Corporation and Bayer Diagnostics," Erich R.
Reinhardt, member of the managing board of Siemens AG and
president and CEO of Siemens Medical Solutions, explained.  

"The implementation of integrated IT and clinical solutions from
Siemens will help improve workflow efficiency throughout the
healthcare enterprise, from admissions and administration, to the
laboratory and the radiology department," Mr. Reinhardt added.  
"This will enable our customers to increase the quality of patient
care while simultaneously reducing costs."
    
Siemens Medical Solutions is in a position to leverage
trendsetting solutions across the entire healthcare continuum -
from prevention to diagnosis, to therapy and care.  Acquisitions
in the area of in-vitro diagnostics - such as Diagnostic Products
Corporation Bayer Diagnostics and Dade Behring- mark a significant
milestone for Siemens as it becomes a full service diagnostics
company.
    
                         About Siemens

Siemens AG (Berlin and Munich) -- http://www.siemens.com/--     
provides electrical engineering and electronics products and
services in over 190 countries.  The company has around 475,000
employees working to develop and manufacture products, design and
install systems and projects, and tailor a wide range of services
for individual requirements.  Founded more than 160 years ago, the
company focuses on the areas of Information and Communications,
Automation and Control, Power, Transportation, Medical, and
Lighting.

Siemens Medical Solutions -- http://www.siemens.com/medical/--is  
a supplier to the healthcare industry.  The company is known for
bringing together innovative medical technologies, healthcare
information systems, management consulting, and support services,
to help customers achieve tangible, sustainable, clinical and
financial outcomes.  Employing more than 41,000 people worldwide
and operating in over 130 countries.

                  About Dade Behring Holdings

Headquartered in Deerfield, Illinois, Dade Behring Holdings Inc.
-- http://www.dadebehring.com/-- engages in the manufacture and  
distribution of diagnostics products and services to clinical
laboratories.

                         *     *     *

Moody's Investors Service placed Dade Behring Inc.'s long term
corporate family rating at 'Ba1' in April 2005.  The rating still
holds to date with a stable outlook.


DAVID WOODFORD: Case Summary & Nine Largest Unsecured Creditors
---------------------------------------------------------------
Debtors: David C. Woodford
         Renee J. Woodford
         dba David Woodford Investments, LLC
         6811 US Highway 53
         Eau Claire, WI 54701

Bankruptcy Case No.: 07-14404

Chapter 11 Petition Date: November 6, 2007

Court: Western District of Wisconsin (Eau Claire)

Judge: Thomas S. Utschig

Debtors' Counsel: Galen W. Pittman, Esq.
                  Pittman & Mochalski, LLC
                  300 North 2nd Street
                  Suite 210
                  P.O. Box 668
                  La Crosse, WI 54602-0668
                  Tel: (608) 784-0841

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' list of its Nine Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Royal Credit Union                           $12,528
419 North Hastings Place
Eau Claire, WI 54703

National Federation of                       $17,947
Independent Businesses
c/o Bank of America
P.O. Box 15726
Wilmington, DE 19886-5726

J.C. Christensen and Associates, Inc.         $7,764
Marshfield Clinic
P.O. Box 519
Sauk Rapids, MN 56379

O'Reilly Auto Parts                           $5,396

Direct Merchants Bank                         $4,434

Sears Credit Cards                            $3,757

Midwest Security Insurance Companies          $3,459

Catherines                                    $2,337

GEMB/JCP                                      $1,957


DELPHI CORP: Wants to Use $4.4 Bil. DIP Financing Until Sept. 2008
------------------------------------------------------------------
Delphi Corp. and its debtor-affiliates are seeking the approval of
the U.S. Bankruptcy Court for the Southern District of New York to
extend its $4.5 billion bankruptcy loan for five months to June
28, 2008, with an option to further extend to Sept. 30, 2008, to
give it more time to exit Chapter 11 protection after changing the
terms of its reorganization plan.

As reported in the Troubled Company Reporter on Jan. 9, 2007, the
Debtors obtained U.S. Bankruptcy Judge Robert D. Drain's approval
to enter into a postpetition financing facility with JPMorgan
Chase Bank, N.A., the administrative agent for certain lenders.  
The DIP Facility, among other things, refinanced both the $2
billion first amended DIP credit facility arranged by J.P. Morgan
Securities Inc., Citigroup Global Markets, Inc., and Deutsche Bank
Securities Inc. in Nov. 21, 2005, and the approximate $2.5 billion
outstanding on the $2,825,000,000 credit facility obtained by the
Debtors before the Petition Date.  The DIP facility consists of:

     Tranche   Commitment
     -------   ----------
       A       $1.75 billion first priority revolving credit
               facility

       B       $250.00 million first priority term loan

       C       $2.50 billion second priority term loan

The DIP Facility, on its current terms, matures on the date of
the earlier of (i) Dec. 31, 2007 or (ii) the date of the
substantial consummation of a reorganization plan that is
confirmed pursuant to an order of the Court.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, tells the Court that the maturity
date of the existing credit facility must be extended in light of
the Debtors' timetable of emerging from bankruptcy by the end of
the first quarter of 2008.  Delphi had earlier planned to emerge
from Chapter 11 by the end of 2007.

The Debtors and the DIP Lenders have negotiated and entered into
an amendment to DIP Credit Agreement.  The key modifications
achieved as a result of the amendments are:

                Current DIP              Amended And Restated
                Credit Agreement         DIP Credit Agreement
                ----------------         --------------------
Maturity Date   Earlier of               Earlier of
                (i) Dec. 31, 2007 and    (i) June 30, 2008,
with                 
                (ii) substantial         option to further  
                consummation of plan     extend to Sept. 30,
                                         2008 if Delphi pays  
                                         an amount equal to
                                         25 basis points of the
                                         Tranche A commitment,
                                         the Tranche B loan,
                                         and the Tranche C loan
                                         and (ii) substantial
                                         consummation of plan
                                                                                  
Add'l Interest  Tranche A               Prior to July 1, 2008
on JP Morgan's    Borrowings: 1.50%     Tranche A
Alternate       Tranche B                 Borrowings: 1.75%
Rate              Borrowings: 1.25%     Tranche B   
                Tranche C                 Borrowings: 1.75%
                  Borrowings: 1.75%     Tranche C
                                          Borrowings: 2.25%

                                        From & after July 1,
                                          2008
                                        Tranche A
                                          Borrowings: 2.00%
                                        Tranche B
                                          Borrowings: 2.00%
                                        Tranche C
                                          Borrowings: 2.50%
                      
Add'l Interest  Tranche A               Prior to July 1, 2008
on LIBOR          Borrowings: 2.50%     Tranche A  
                Tranche B                 Borrowings: 2.75%
                  Borrowings: 2.25%     Tranche B   
                Tranche C                 Borrowings: 2.75%
                  Borrowings: 2.75%     Tranche C
                                          Borrowings: 3.25%

                                        From & after July 1,
                                          2008
                                        Tranche A
                                          Borrowings: 3.00%
                                        Tranche B
                                          Borrowings: 3.00%
                                        Tranche C
                                          Borrowings: 3.50%

Global EBITDAR  For each rolling 12     For each rolling 12   
Covenants       fiscal month period     fiscal month period
                ending on the last      ending on the last day
                day of the months       of the months Dec. 31,
                March 31, 2007          2007 through Aug. 31,
                through Nov. 30, 2007   2008 with a global
                with a global EBITDAR   EBITDAR ranging from
                ranging from            $475 million
to                                          
                $130 million to         $500 million
                $375 million                        
                
PBGC            -- None--               DIP Lenders consent to
Replacement                             consummation of
Liens                                   transactions authorized
                                        under DASHI
                                        Intercompany
                                        Transfer Order

The proposed Amended and Restated DIP Credit Agreement contains
fee provisions, including, among other things, certain commitment
fees and letter of credit fees.  

Other fee provisions are contained in a separate fee letter,
which the parties have agreed would be kept confidential.  The
fee letter will be provided, upon request, to counsel to the
Statutory Committees and the U.S. Trustee and will be made
available to the Court for review.

The Debtors also propose that they be authorized, but not
directed, to perform, and take all actions necessary to make,
execute, and deliver the Amendment together with all other
documentation executed in connection therewith and to pay the
related fees.

A copy of the form of Amendment to the DIP Facility is available
for free at http://bankrupt.com/misc/Delphi_Amended_DIP_Facility

           DIP Lenders Consent to Intercompany Transfer

As previously reported, the Debtors obtained the Court's approval
(i) for Delphi Automotive Systems (Holding), Inc., to effectuate
the transfer funds accumulated from certain of its global
affiliates to Delphi Automotive Systems LLC; and (ii) use the
proceeds of the transfer, subject to the requisite consent of the
DIP Lenders.  In connection with the intercompany transfer, the
Debtors proposed to grant the U.S. Pension Benefit Guaranty Corp.,
on account of unpaid contributions to certain Delphi pension
plans, adequate protection of its asserted interests in the form
of replacement liens in the amount of $255 million, upon certain
DASHI assets already encumbered by the Current DIP Facility.

As memorialized in the Amended and Restated DIP Credit Agreement,
the DIP Lenders have consented to the Intercompany Transaction,
including the use of proceeds and the granting of the replacement
liens to the PBGC.  In addition,

   -- In the event the Debtors accumulate any further funds
      from their global affiliates, the Debtors also negotiated
      a provision that should obviate the need for further
      consent by the DIP Lenders.  Specifically, they agreed
      that the replacement liens, and any additional liens,
      granted to the PBGC will be permitted but subject to and
      subordinate to the liens granted to the Agent for the
      benefit of the DIP Lenders and the liens granted to any
      "Setoff Claimant" set forth in the DIP Order.

  --  In connection with their consent to the PBGC Liens, the
      DIP Lenders required clarification that the PBGC will be
      treated like all other subordinated secured creditors
      under the DIP Order.

The Debtors also ask the Court to waive the 10-day stay period
under Rule 6004(g) of the Federal Rules of Bankruptcy Procedure
for the use, sale, or lease of property.  By waiving the 10-day
period, the Debtors will be able to consummate the Intercompany
Transaction, thereby allowing them to immediately take advantage
of the $650 million intercompany transfer.  By using these funds,
the Debtors will be able, among other things, to reduce their
interest expense on the Current DIP Facility.

Mr. Butler asserts that approval of the Amendment will allow the
Debtors to consummate the Intercompany Transaction, which, among
other things, will provide a definitive source of liquidity on
favorable terms to the Debtors and enable the Debtors to maximize
efficiencies.

                       About Delphi Corp.

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

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

The Debtors' exclusive plan-filing period expires on
Dec. 31, 2007.  On Sept. 6, 2007, the Debtors filed their
Chapter 11 Plan of Reorganization and a Disclosure Statement
explaining that Plan.

(Delphi Bankruptcy News, Issue No. 94; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


DESERT SPA: Case Summary & Four Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Desert Spa, L.P.
        1612 Rim Road
        El Paso, TX 79902

Bankruptcy Case No.: 07-31402

Type of Business: The Debtor develops and constructs real estate.

Chapter 11 Petition Date: November 5, 2007

Court: Western District of Texas

Judge: Leif M. Clark

Debtor's Counsel: E.P. Bud Kirk, Esq.
                  6006 North Mesa, Suite 806
                  El Paso, TX 79912
                  Tel: (915) 584-3773

Total Assets: $2,483,500

Total Debts:  $2,126,503

Debtor's Four Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Victor Vazquez                 $12,250

Ruben's Carpets                $6,000
7160 Edgemere Boulevard
El Paso, TX 79925

Eduard G. Castro               $3,459
c/o Texas Workforce
Commission
Labor law E.E.&R.
101 East 15th Street,
Suite G-1
Austin, TX 78778

United States Attorney's       $600
Office for the Western
District of Texas
Financial Litigation Unit


DUTCH HILL: Moody's Reviews Ba2 Rating on Class D-3 Notes
---------------------------------------------------------
Moody's Investors Service placed these notes issued by Dutch Hill
Funding II Ltd on review for possible downgrade:

   -- $206,400,000 Class A-1 First Priority Senior Secured
      Floating Rate Notes Due 2046

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $21,200,000 Class A-2 Second Priority Senior Secured
      Floating Rate Notes Due 2046

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $64,400,000 Class B Third Priority Senior Secured
      Floating Rate Notes Due 2052

      Prior Rating: Aa2

      Current Rating: Aa2, on review for possible downgrade

   -- $24,000,000 Class C Mezzanine Secured Floating Rate
      Deferrable Notes Due 2052

      Prior Rating: A2

      Current Rating: A2, on review for possible downgrade

   -- $8,000,000 Class C Loan Due 2052

      Prior Rating: A2

      Current Rating: A2, on review for possible downgrade

   -- $15,200,000 Class D-1 Mezzanine Secured Floating Rate
      Deferrable Notes Due 2052

      Prior Rating: Baa1

      Current Rating: Baa1, on review for possible downgrade

   -- $11,800,000 Class D-2 Mezzanine Secured Floating Rate
      Deferrable Notes Due 2052

      Prior Rating: Baa2

      Current Rating: Baa2, on review for possible downgrade

   -- $11,800,000 Class D-3 Mezzanine Secured Floating Rate
      Deferrable Notes Due 2052

      Prior Rating: Ba2

      Current Rating: Ba2, on review for possible downgrade

As per section 7.30(g) of the Indenture, Moody's has reviewed the
portfolio characteristics as of the Ramp-Up Completion Date.  This
rating action was prompted by deterioration in the overall credit
quality of the underlying assets.  Moody's noted that the
transaction is violating the Moody's Maximum Rating Factor Test,
violating the zero limit for securities with a Moody's Rating
lower than Ba2, and failing its Class D Principal Coverage Test,
Sequential Overcollateralization Test, and Subordinated Sequential
Overcollateralization Test.


E*TRADE VI: Poor Credit Quality Cues Moody's Ratings Review
-----------------------------------------------------------
Moody's Investors Service placed these notes issued by E*Trade VI
ABS CDO VI Ltd. on review for possible downgrade:

   -- $260,000,000 Class A-1S Variable Funding Senior Secured
      Floating Rate Notes Due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $60,000,000 Class A-1J Senior Secured Floating Rate Notes
      Due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $31,000,000 Class A-2 Senior Secured Floating Rate Notes
      Due 2047

      Prior Rating: Aa2

      Current Rating: Baa1, on review for possible downgrade

   -- $26,000,000 Class A-3 Secured Deferrable Interest
      Floating Rate Notes Due 2047

      Prior Rating: A2

      Current Rating: Ba1, on review for possible downgrade

   -- $14,000,000 Class B-1 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2047

      Prior Rating: Baa2

      Current Rating: B1, on review for possible downgrade

   -- $11,000,000 Class B-2 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2047

      Prior Rating: Baa3

      Current Rating: B2, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


ECO2 PLASTICS: Sept. 30 Balance Sheet Upside-Down by $5.4 Million
-----------------------------------------------------------------
ECO2 Plastics Inc.'s condensed balance sheet at Sept. 30, 2007,
showed $10.1 million in total assets and $15.5 million in total
liabilities, resulting in a $5.4 million total shareholders'
deficit.

The company's condensed balance sheet at Sept. 30, 2007, also
showed strained liquidity with $1.1 million in total current
assets available to pay $13.9 million in total current
liabilities.

The company reported a net loss of $8.1 million on revenue of
$1.4 million for the third quarter ended Sept. 30, 2007, compared
with a net loss of $3.7 million on $-0- of revenue in the same
period last year.

The increase in net loss primarily reflects the increase in
interest expense, and to a lesser extent, increase in loss from
operations resulting from increases in plant operations and
technology development, offset by a decrease in consulting and
legal expenses.

Full-text copies of the company's condensed financial statements
for the quarter ended Sept. 30, 2007, are available for free at:

               http://researcharchives.com/t/s?250d

                       Going Concern Doubt

Salberg & Company P.A., in Boca Raton, Fla., expressed substantial
doubt about ECO2 Plastics Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing firm
reported that the company incurred a net loss of approximately
$20.8 million and used cash for operating activities of
approximately $4.1 million during the year ended Dec. 31, 2006,
and, as of that date, had a working capital deficiency of
approximately $3.2 million and accumulated deficit of
approximately $46.1 million.

                       About ECO2 Plastics

Headquartered in San Francisco, Eco2 Plastics Inc. (OTC BB:
ECOO.OB) -- http://www.eco2plastics.com/ -- formerly Itec   
Environmental Group Inc., is engaged in the evolving field of
plastics materials recycling.  The company has developed a patent
pending process and system, referred to as the Eco2TM
Environmental System.  The company's first full scale production
facility was constructed in Riverbank, California and is
mechanically complete, producing saleable product and ramping up
to full scale operations.


EMI GROUP: Terra Firma Leads Strategic Review to Recover Equity
---------------------------------------------------------------
Terra Firma Capital Partners Ltd. confirmed on Oct. 29, 2007,
that it was leading a strategic review on EMI Group Plc, amidst
reports that it will cut its interest in the company, The
Scotsman reports.

According to the report, Terra Firma wants to bring in outside
investors to recover some of the equity placed as part of the
GBP2.4 billion deal.

EMI could face job cuts and a clamp down on costs as its private
equity owner pursues to make savings, Scotsman relates.

A spokesman for Terra Firma told the Scotsman that the review
had been launched and was due to be completed by the end of the
year.

                      About Terra Firma

Terra Firma is a leading European private equity firm, created
in 2002 as the independent successor to the Principal Finance
Group, a division of Nomura that was created in 1994.  Terra
Firma focuses on buyouts of large, asset-rich and complex
businesses in need of operational and/or strategic change.

Since its inception in 1994, Terra Firma has invested over EUR7
billion of equity and has completed transactions with an
aggregate transaction value of over EUR30 billion.  Terra Firma
has offices in London and Frankfurt.

                          About EMI Group

Headquartered in London, United Kingdom, EMI Group PLC --
http://www.emigroup.com/-- is the world's largest independent   
music company, operating directly in 50 countries and with
licensees in a further 20.  The group has operations in Brazil,
China, and Hungary.  The group employs over 6,600 people.
Revenues in 2005 were near EUR2 billion and operating profit
generated was over EUR225 million.

At March 31, 2006, EMI Group's consolidated balance sheet
revealed GBP1.817 billion in total assets, GBP2.544 billion in
total liabilities and GBP726.6 million in shareholders' deficit.

The company issued two profit warnings since January 2007.

                        *     *     *

As reported on Aug. 6, 2007, Moody's Investors Service
downgraded EMI Group plc's corporate family and senior debt
ratings to B1 (from Ba3).  All ratings remain under review
for downgrade.


EMI GROUP: Terra Firma Eyes Artists' Compensation Overhaul
----------------------------------------------------------
EMI Group Plc owner, Terra Firma Capital Partners Ltd, plans to
overhaul EMI executives' pay packages and let go of artists that
it believed are not working hard enough, published reports say.

In an internal memo to his staff obtained by the Financial
Times, Terra Firma chief executive officer Guy Hands also
threatened to withdraw artists' lucrative advances if record sales
are disappointing.

"While many spend huge amounts of time working with their label
to promote, perfect and endorse their music, some unfortunately
simply focus on negotiating for the maximum advance. . .
advances which are often never repaid," Mr. Hands said in his
memo.

Mr. Hands said that eventually they would get to choose which
artists they wish to work with and promote, BBC News relates.

According to the Associated Press, Mr. Hands also criticized
EMI's compensation and management system of 20 years, which does
not encourage the right behaviors or reward the right actions.

"What worries me is that the existing structures have been put
in over a couple of decades and unpicking them in a way that
releases the good in the company is not going to happen
overnight," Mr. Hands was quoted by the Associated Press as
saying.

Terra Firma concluded its GBP2.4 billion cash offer for EMI
Group Plc on Aug. 1, 2007.

                        About Terra Firma

Terra Firma is a leading European private equity firm, created
in 2002 as the independent successor to the Principal Finance
Group, a division of Nomura that was created in 1994.  Terra
Firma focuses on buyouts of large, asset-rich and complex
businesses in need of operational and/or strategic change.

Since its inception in 1994, Terra Firma has invested over EUR7
billion of equity and has completed transactions with an
aggregate transaction value of over EUR30 billion.  Terra Firma
has offices in London and Frankfurt.

                         About EMI Group

Headquartered in London, United Kingdom, EMI Group PLC --
http://www.emigroup.com/-- is the world's largest independent    
music company, operating directly in 50 countries and with
licensees in a further 20.  The group has operations in Brazil,
China, and Hungary.  The group employs over 6,600 people.
Revenues in 2005 were near EUR2 billion and operating profit
generated was over EUR225 million.

At March 31, 2006, EMI Group's consolidated balance sheet
revealed GBP1.817 billion in total assets, GBP2.544 billion in
total liabilities and GBP726.6 million in shareholders' deficit.

The company issued two profit warnings since January 2007.

                         *     *     *

As reported on Aug. 6, 2007, Moody's Investors Service
downgraded EMI Group plc's corporate family and senior debt
ratings to B1 (from Ba3).  All ratings remain under review
for downgrade.


EXCO RESOURCES: Earns $10.7 Mil. in Third Quarter Ended Sept. 30
----------------------------------------------------------------
EXCO Resources Inc. reported net income available to common
shareholders, after $45.7 million of preferred stock dividends, of
$10.7 million in the 2007 third quarter ended Sept. 30, 2007.

Oil and natural gas revenues, before derivative financial
instrument activities, for the quarter ended Sept. 30, 2007 were
$218.9 million, a 158% increase over the $84.9 million of oil and
natural gas revenues in the 2006 third quarter.

The 2007 third quarter results were impacted by $52 million of
non-cash mark-to-market gains from derivative financial
instruments and an $11 million non-cash income tax valuation
allowance not related to current operations.

Excluding the after tax impact of these non-cash items, the
company would have reported a net loss available to common
shareholders of $9.5 million.

For the nine months ended Sept. 30, 2007, EXCO reported a net loss
available to common stockholders, after preferred stock dividends
of $98 million, of $46.3 million.

Third quarter 2007 development expenditures totaled
$134.6 million and funded the drilling and completion of 133 gross
(104 net) new wells with a drilling success rate of 99% for the
quarter as well as lease purchases and other capital expenditures
of $10.2 million.

As of Sept. 30, 2007, the company had total assets of
$3.7 billion, total liabilities of $2.5 billion, and total
stockholders' equity of $1.2 billion.

Full-text copies of the company's financials are available for
free at http://ResearchArchives.com/t/s?2500.

                    Significant Transactions

On March 30, 2007, the company completed the acquisition of assets
in the Vernon Field in Jackson Parish, Louisiana from Anadarko
Petroleum Corporation for $1.5 billion.

On May 2, 2007, the company completed the acquisition of Mid-
Continent and South Texas/Gulf Coast properties from Anadarko
Petroleum Corporation for $860 million, reduced for customary
closing adjustments to a net cash payment of $749 million, subject
to post closing adjustments.

On Oct. 9, 2007, the company closed an acquisition of an
additional 45% interest in properties located in West Texas for a
net cash payment of $156.6 million, subject to post closing
adjustments.  This acquisition increased the company's working
interest to 97% (with a 73% net revenue interest).

EXCO's chairman, Douglas H. Miller, stated, "We had a strong third
quarter at EXCO, despite the decreases in natural gas prices, as
we focused on an aggressive development program and integration of
our recent acquisitions.  Our ability to maintain our adjusted
EBITDA during periods of declining prices emphasizes the
importance of our hedging program to support our capital spending
for development of our properties.  Our development program will
be at a very high level for the remainder of 2007 and we continue
to actively review a number of acquisition opportunities."

                      About EXCO Resources

Headquartered in Dallas, Texas, EXCO Resources Inc. (NYSE: XCO)
-- http://www.excoresources.com/-- is an oil and natural gas   
acquisition, exploitation, development and production company,
with principal operations in Texas, Louisiana, Ohio, Oklahoma,
Pennsylvania and West Virginia.

                         *     *     *

In August 2007, Moody's placed the company's long-term corporate
family rating and probability of default rating at B2, and senior
unsecured debt rating at Caa1.  These ratings still hold to date.  
The outlook is negative.

Standard & Poor's placed the company's long-term foreign and local
issuer credits at B in December 2006, which still holds to date.


FERRO CORP: Initiates Next Step in European Restructuring
---------------------------------------------------------
Ferro Corporation has initiated the next step in the
restructuring of its European manufacturing operations.  As a
result of the new initiative, the company will discontinue
manufacturing porcelain enamel frit at its facility in
Rotterdam, The Netherlands, by the summer of 2008 and will
consolidate production at other European sites.  Employment at
the Rotterdam location will be reduced by 84 positions.  Ferro
will work closely with customers to ensure a high level of
customer support through the transition.

The company expects to record a pre-tax charge in the third
quarter ended Sept. 30, 2007, of approximately $5.9 million
for severance benefits related to the action, pursuant to an
agreement reached with workers' representatives, and asset
impairment and other costs.  The charge is expected to reduce
diluted earnings per share in the 2007 third quarter by
approximately 10 cents.  Previously, Ferro had estimated third
quarter earnings would be 17 to 22 cents per share.

Ferro expects to record future severance costs, accelerated
depreciation and other costs related to this manufacturing
consolidation of approximately $17 million through the third
quarter of 2008, in addition to the charges announced today.

The consolidation of frit manufacturing is part of Ferro's
ongoing effort to reduce annual costs in its European
manufacturing operations by $40 million to $50 million by
the end of 2009.

                    About Ferro Corporation

Headquartered in Cleveland, Ohio, Ferro Corporation (NYSE: FOE)
-- http://www.ferro.com/-- is a global producer of an array of  
specialty chemicals including coatings, enamels, pigments,
plastic compounds, and specialty chemicals for use in industries
ranging from construction, pharmaceuticals and telecommunications.  
Ferro operates through the following five primary business
segments: Performance Coatings, Electronic Materials, Color and
Performance Glass Materials, Polymer Additives, and Specialty
Plastics.  Revenues were $2 billion for the FYE ended Dec. 31,
2006.

Ferro Corp. has global locations in Argentina, Australia,
Belgium, Brazil, China, among others.

                           *     *     *

Ferro Corp. carries Moody's Investors Service's B1 corporate
family rating assigned on May 2007.  Moody's also assigned a B1
rating to the company's $200 million senior secured notes (issued
as unsecured notes in 2001) due in January 2009 and an SGL-3
speculative grade liquidity rating.


FLEXTRONICS INTERNATIONAL: Solectron Alters Repurchase Offer
------------------------------------------------------------
Flextronics International Ltd. disclosed that in connection with  
its acquisition of Solectron Corporation on October 1, 2007,
Solectron notifies holders of its outstanding 0.50% Convertible
Senior Notes due 2034 and Solectron's 0.50% Convertible Senior
Notes Series B 2034, that it will repurchase at a cash prize
equal to 100% of their outstanding principal amount, plus
accrued and unpaid interest to, but excluding, the date of
repurchase.  The indentures governing the Convertible Notes
require Solectron to make the offer to repurchase te Convertible
Notes as a result of Flextronic's acquisition of Solectron.

U.S. Bank National Association is acting as the paying agent for
Solectron's offer to repurchase its Convertible Notes.

In order to have their Convertible Notes repurchased, holders
must validly surrender their Convertible Notes to the paying
agent by 5:00 p.m., New York City time, on Nov. 30, 2007.  
The repurchase price for all Convertible Notes validly
surrendered and not withdrawn by the Submission Deadline will
become due and payable on Dec. 14, 2007, and interest on the
Convertible Notes will cease to accrue on and after the date.  
Solectrom will deposit a cash payment equal to the aggregate
repurchase price for the Convertible Notes being repurchased
with the paying agent, which will transmit payment to holders.

The Convertible Notes, which are convertible into a cash payment
of $402.41 per $1,000 principal amount, a re not currently
again at any time prior to their maturity on Feb. 15, 2034.

holders of Convertible Notes should carefully read the Change in
Control Repurchase Notice issued by Solectron, as it contains
important information regarding the procedures to be followed
and timing for Solectron's repurchase of the Convertible Notes.  
Holders of Convertible Notes may obtain copies of the Change in
Control Repurchase Notice and delivery instructions for the
Convertible Notes by contacting U.S. Bank National Association
at (800) 934-6806.

                 About Flextronics International

Headquartered in Singapore, Flextronics International Ltd.
(NasdaqGS: FLEX) -- http://www.flextronics.com/-- is an     
Electronics Manufacturing Services provider focused on
delivering design, engineering and manufacturing services to
automotive, computing, consumer digital, industrial,
infrastructure, medical and mobile OEMs.  Flextronics helps
customers design, build, ship, and service electronics products
through a network of facilities in over 30 countries on four
continents including Brazil, Mexico, Hungary, Sweden, United
Kingdom, among others.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2007,
Fitch Ratings has completed its review of Flextronics
International Ltd. following the company's acquisition of
Solectron Corp. and resolved Flextronics' Rating Watch Negative
status by affirming these ratings: Issuer Default Rating at 'BB+';
and Senior unsecured credit facility at 'BB+'.

Fitch also rated Flextronics' new senior unsecured Term B loan at
'BB+'.  Additionally, Fitch has downgraded the rating on
Flextronics' senior subordinated notes from 'BB' to 'BB-'.  The
Rating Outlook is Negative.

At the same time, Moody's Investors Service confirmed the ratings
of Flextronics International Ltd. with a negative outlook and
assigned a Ba1 rating to the company's new $1.75 billion delayed
draw unsecured term loan in response to the closing of the
Solectron acquisition.

The initial draw on the term loan ($1.1 billion) will finance the
cash portion of the merger consideration.


FORTIUS II: Moody's Junks Rating on $7.5 Million Class E Notes
--------------------------------------------------------------
Moody's Investors Service placed these notes issued by Fortius II
Funding, Ltd. on review for possible downgrade:

   -- $325,000,000 Class A-1 Floating Rate Notes Due 2042

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $50,000,000 Class A-2 Floating Rate Notes Due 2042

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $ 45,000,000 Class B Floating Rate Notes Due 2042

      Prior Rating: Aa2

      Current Rating: A2, on review for possible downgrade

   -- $20,000,000 Class C Deferrable Floating Rate Notes Due
      2042

      Prior Rating: A2

      Current Rating: Baa3, on review for possible downgrade

   -- $27,500,000 Class D Deferrable Floating Rate Notes Due
      2042

      Prior Rating: Baa2

      Current Rating: Ba3, on review for possible downgrade

   -- $7,500,000 Class E Deferrable Floating Rate Notes Due
      2042

      Prior Rating: Ba1

      Current Rating: Caa3, on review for possible downgrade

   -- $10,000,000 Combination Notes Due 2042

      Prior Rating: Aa3

      Current Rating: Ba3, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


FREDERICK DAVEN: Case Summary & Three Largest Unsecured Creditors
-----------------------------------------------------------------
Debtors: Frederick Henry Daven
         Jeannie Marie Daven
         63 Foster Drive
         San Ramon, CA 94583

Bankruptcy Case No.: 07-43730

Chapter 11 Petition Date: November 2, 2007

Court: Northern District of California (Oakland)

Judge: Leslie J. Tchaikovsky

Debtor's Counsel: C. Randall Bupp, Esq.
                  Bardellini, Straw and Cavin
                  2000 Crow Canyon Place, Suite 330
                  San Ramon, CA 94583
                  Tel: (925) 277-3580

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Three Largest Unsecured Creditors:

   Entity                   Nature of Claim         Claim Amount
   ------                   ---------------         ------------
American Express            Credit card purchases        $13,050
PO Box 360001
Fort Lauderdale, FL
33336-0001

Bank of America MBNA        Credit card purchases        $10,340
PO Box 15026
Wilmington, DE 19850-5026

Providian Financial         Credit card purchases         $4,000
(Credit Card)
Attn: Legal Department/
Bankruptcy
P.O. Box 660509
Dallas, TX 5266-0509


GERDAU AMERISTEEL: Declares $.02 Cash Dividend Payable Dec. 12
--------------------------------------------------------------
On Nov. 5, 2007, the Board of Directors of Gerdau Ameristeel Corp.
approved a quarterly cash dividend of $0.02 per common share,
payable Dec. 12, 2007. to shareholders of record at the close of
business on Nov. 27, 2007.
    
Headquartered in Tampa, Florida, Gerdau Ameristeel Corporation
(NYSE: GNA; TSX: GNA.TO) -- http://www.ameristeel.com/-- is a
mini-mill steel producer in North America.  Through its vertically
integrated network of 17 mini-mills, 17 scrap recycling facilities
and 52 downstream operations, Gerdau Ameristeel serves customers
throughout North America.  The company's products are sold to
steel service centers, steel fabricators, or directly to original
equipment manufactures for use in a variety of industries,
including construction, cellular and electrical transmission,
automotive, mining and equipment manufacturing.

                          *     *     *

As reported in the Troubled Company Reporter on Oct 1, 2007,
Moody's Investors Service confirmed these ratings on Gerdau
Ameristeel Corporation: (i) 'Ba1' probability of default rating;
(ii) 'Ba1' corporate family rating; and (iii) 'Ba1', LGD4 59% $405
million senior unsecured regular bond.  The outlook for all
ratings is stable.


GERDAU AMERISTEEL: Discloses Offering of 110 Million Common Shares
------------------------------------------------------------------
In a regulatory filing with the Securities and Exchange Commission
on Nov. 1, 2007, Gerdau Ameristeel Corp. filed a final short form
prospectus in connection with an offering in the United States of
110 million of its common shares.  The same prospectus was filed
with the securities regulatory authorities in each of the
provinces and territories of Canada.

Gerdau S.A., which currently owns approximately 66.5% of the
outstanding common shares of the company, has agreed to purchase
approximately 73 million common shares from the company
in the offering.  Approximately 37 million common shares will be
distributed to the public through an underwriting syndicate.  The
offering is expected to close today, Nov. 7, 2007.  The net
proceeds of the offering of approximately $1.3 billion will be
used to partially repay the loans incurred by the company in
connection with the acquisition of Chaparral Steel Company, which
was completed on Sept. 14, 2007.

The company has also granted the underwriters an option
to purchase up to an additional 5,535,750 common shares at the
public offering price (as adjusted, if applicable, for any
dividends declared and payable on the common shares prior to
exercise of the option), less underwriting commission within 30
days following the closing of the offering.  Gerdau S.A. has
agreed to purchase, within two days after the exercise of the
overallotment option, a number of additional common shares
to maintain its approximate 66.5% ownership interest, at the
public offering price (as adjusted, if applicable, for any
dividends declared and payable on the company common shares prior
to exercise of the option).

                     About Gerdau Ameristeel
    
Headquartered in Tampa, Florida, Gerdau Ameristeel Corporation
(NYSE: GNA; TSX: GNA.TO) -- http://www.ameristeel.com/-- is a
mini-mill steel producer in North America.  Through its vertically
integrated network of 17 mini-mills, 17 scrap recycling facilities
and 52 downstream operations, Gerdau Ameristeel serves customers
throughout North America.  The company's products are sold to
steel service centers, steel fabricators, or directly to original
equipment manufactures for use in a variety of industries,
including construction, cellular and electrical transmission,
automotive, mining and equipment manufacturing.

                          *     *     *

As reported in the Troubled Company Reporter on Oct 1, 2007,
Moody's Investors Service confirmed these ratings on Gerdau
Ameristeel Corporation: (i) 'Ba1' probability of default rating;
(ii) 'Ba1' corporate family rating; and (iii) 'Ba1', LGD4 59% $405
million senior unsecured regular bond.  The outlook for all
ratings is stable.


GERDAU AMERISTEEL: Earns $123.8 Million in 3rd Qtr. Ended Sept. 30
------------------------------------------------------------------
Gerdau Ameristeel Corporation reported Tuesday net income of
$123.8 million for the three months ended Sept. 30, 2007, a 35%
increase in comparison to net income of $91.4 million for the
three months ended Sept. 30, 2006.

For the nine months ended Sept. 30, 2007, net income is
$396.5 million, an increase of 29% compared to net income of
$307.9 million for the nine months ended Sept. 30, 2006.

Revenues for the three months ended Sept. 30, 2007, increased 20%
to $1.4 billion from $1.2 billion for the three months ended
Sept. 30, 2006.  For the three months ended Sept. 30, 2007,
finished steel shipments increased to 1.8 million tons, an
increase of 123,000 tons from the three months ended Sept. 30,
2006, primarily as a result of the acquisitions of Chaparral Steel
and Pacific Coast Steel.  Average mill finished steel selling
prices increased 11% over the level in this same period in 2006.
   
For the nine months ended Sept. 30, 2007, revenues were
$4.1 billion compared to $3.4 billion for the nine months ended
Sept. 30, 2006.  For the nine months ended Sept. 30, 2007,
finished steel shipments increased to 5.4 million tons, an
increase of 309,000 tons from the nine months ended Sept. 30,  
2006, primarily as a result of the acquisitions of Chaparral
Steel, Sheffield Steel, and Pacific Coast Steel.  Average mill
finished steel selling prices increased 11% over those in this
same period in 2006.

For the three months ended Sept. 30, 2007, metal spread, the
difference between mill selling prices and scrap raw material
costs, was $440 per ton, and an increase of $50 per ton from the
same period in 2006.  For the nine months ended Sept. 30, 2007,
metal spread was $409 per ton, an increase of $35 per ton from the
same period in 2006.

EBITDA was $253.8 million for the three months ended Sept. 30,
2007, and $742.9 million for the nine months ended Sept. 30, 2007,
compared to EBITDA of $211.4 million for the three months ended
Sept. 30, 2006, and $607.0 million for the nine months ended
Sept. 30, 2006.
    
Included in selling and administrative expense for the three and
nine months ended Sept. 30, 2007, is a non-cash pretax expense
reversal of $2.0 million and a non-cash pretax expense of
$16.0 million, respectively, to mark to market outstanding stock
appreciation rights and expenses associated with other executive
compensation agreements compared to a non-cash pretax expense
reversal of $600,000 and a non-cash pretax expense of $30.6
million, respectively, for the three and nine months ended
Sept. 30, 2006.

On Sept. 14, 2007, the company completed its $4.2 billion
acquisition of Chaparral Steel Company, broadening Gerdau
Ameristeel's product portfolio and giving it a wide range of
structural steel products.  Chaparral is a leading producer of
structural steel products in North America and also a major
producer of steel bar products.  The acquisition was financed with
credit facilities totaling $3.9 billion.  As a result of
Chaparral's operations only being included subsequent to the
acquisition date and fair value purchase accounting adjustments
required under US GAAP, the Chaparral assets did not significantly
contribute to the operating income of the company for the three
months ended Sept. 30, 2007.

Mario Longhi, president and chief executive officer of Gerdau
Ameristeel, commented: "Our operations have performed well during
2007 and earnings through the first nine months of 2007 have
already surpassed our full year earnings from 2006.  The slowdown
in the North American residential construction segment has little
direct impact to our demand as we primarily service the
infrastructure and non-residential construction industry which
remains strong.

"We are focused on executing on our integration strategy for
Chaparral which to date has proceeded well.  Employees from both
organizations have been fully engaged in this process, sharing
best practices to seek to ensure that synergy opportunities are
realized.

"With the expected completion of our equity offering generating
approximately $1.3 billion of cash, prior to any exercise of the
overallotment option, to reduce our debt levels, we believe that
our capital structure will be well positioned for the coming
years."
    
At Sept. 30, 2007, the company's consolidated financial statements
showed $8.14 billion in total assets, $5.93 billion in total
liabilities, and $2.21 billion in total shareholders' equity.

                     About Gerdau Ameristeel
    
Headquartered in Tampa, Florida, Gerdau Ameristeel Corporation
(NYSE: GNA; TSX: GNA.TO) -- http://www.ameristeel.com/-- is a
mini-mill steel producer in North America.  Through its vertically
integrated network of 17 mini-mills, 17 scrap recycling facilities
and 52 downstream operations, Gerdau Ameristeel serves customers
throughout North America.  The company's products are sold to
steel service centers, steel fabricators, or directly to original
equipment manufactures for use in a variety of industries,
including construction, cellular and electrical transmission,
automotive, mining and equipment manufacturing.

                          *     *     *

As reported in the Troubled Company Reporter on Oct 1, 2007,
Moody's Investors Service confirmed these ratings on Gerdau
Ameristeel Corporation: (i) 'Ba1' probability of default rating;
(ii) 'Ba1' corporate family rating; and (iii) 'Ba1', LGD4 59% $405
million senior unsecured regular bond.  The outlook for all
ratings is stable.


GILLESPIE ACQUISITION: Case Summary & 30 Largest Unsec. Creditors
-----------------------------------------------------------------
Lead Debtor: Gillespie Acquisition, Inc.
             3995 Alexandria Pike
             Cold Spring, KY 41076

Bankruptcy Case No.: 07-15378

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Gillespie Wholesale, Inc.                  07-15379
        A.F.M. 711, Inc.                           07-15381
        A.F.M. 712, Inc.                           07-15383
        A.F.M. 713, Inc.                           07-15384
        A.F.M. 714, Inc.                           07-15386
        A.F.M. 716, Inc.                           07-15388
        Jackson Center 717, Inc.                   07-15389
        A.F.M. 717, Inc.                           07-15390
        A.F.M. 720, Inc.                           07-15392
        A.F.M. 721, Inc.                           07-15393
        A.F.M. 722, Inc.                           07-15394
        A.F.M. 723, Inc.                           07-15396

Chapter 11 Petition Date: November 5, 2007

Court: Southern District of Ohio (Cincinnati)

Judge: Burton Perlman

Debtors' Counsel: Ronald E. Gold, Esq.
                  Frost, Brown, Todd, L.L.C.
                  2200 P.N.C. Center
                  201 East Fifth Street
                  Cincinnati, OH 45202
                  Tel: (513) 651-6800
                  Fax: (513) 651-6981

                           Estimated Assets       Estimated Debts
                           ----------------       ---------------
Gillespie Acquisition,     $1 Million to          $1 Million to
Inc.                       $100 Million           $100 Million

Gillespie Wholesale,       $1 Million to          $1 Million to
Inc.                       $100 Million           $100 Million

A.F.M. 711, Inc.           $100,000 to            $1 Million to
                           $1 Million             $100 Million

A.F.M. 712, Inc.           $1 Million to          $1 Million to
                           $100 Million           $100 Million

A.F.M. 713, Inc.           $100,000 to            $1 Million to
                           $1 Million             $100 Million

A.F.M. 714, Inc.           $100,000 to            $1 Million to
                           $1 Million             $100 Million

A.F.M. 716, Inc.           $1 Million to          $1 Million to
                           $100 Million           $100 Million

Jackson Center 717,        $100,000 to            $100,000 to
Inc.                       $1 Million             $1 Million

A.F.M. 717, Inc.           Less than              $1 Million to
                           $10,000                $100 Million

A.F.M. 720, Inc.           $100,000 to            $1 Million to
                           $1 Million             $100 Million

A.F.M. 721, Inc.           $100,000 to            $1 Million to
                           $1 Million             $100 Million

A.F.M. 722, Inc.           $100,000 to            $1 Million to
                           $1 Million             $100 Million

A.F.M. 723, Inc.           $100,000 to            $1 Million to
                           $1 Million             $100 Million

Debtor's Consolidated List of their 30 Largest Unsecured
Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
CORE-MARK INTERNATIONAL        Trade                 $528,873
Attention: Bankruptcy
1055 Salt River Road
Leitchfield, KY 42754

PEPSI-COLA (LIMA)              Trade                 $85,159
Attention: Bankruptcy
75 Remittance Drive,
Suite 1884
Chicago, IL

PEPSI-COLA (SPRINGFIELD)       Trade                 $69,713
Attn: Bankruptcy
75 Remittance Drive,
Suite 1884
Chicago, IL 60675-1884

COCA COLA BOTTLING CO.         Trade                 $46,435

OHIO LOTTERY COMMISSION        Agency Agreement      $30,901

HOME CITY ICE CO.              Trade                 $25,924

I.C.E.E.-U.S.A. CORP.          Trade                 $19,951

REITER DAIRY, INC.             Trade                 $19,834

MIKE-SELLS POTATO CHIP         Trade                 $15,076

COX AUTO TRADER                                      $13,809

PROFESSIONAL REFRIGERATION     Trade                 $12,966
& A/C

MOVIE GALLERY U.S., INC.                             $10,606

IBC-WONDER BREAD/              Trade                 $10,374
HOSTESS CAKE

MOVIES U BUY/S.Q.S.                                  $9,996

SEVEN UP                       Trade                 $7,871

TRAUTH DAIRY INC.-ICE CREAM    Trade                 $7,539

FRITO-LAY, INC.                Trade                 $6,956

J.G. MAINTENANCE, INC.                               $6,869

DAYTON POWER AND LIGHT CO.     Utility               $5,622

SOLARAY CORP.                                        $4,918

K.E. STRAYER CO.                                     $4,660

LANCE, INC.                    Trade                 $3,240

AUTEC                                                $2,828

COMMERCIAL PARTS &                                   $2,319
SERVICES/OHIO

BRUCE LILE                                           $2,200

MCKEE BAKING CO.               Trade                 $2,054
(LITTLE DEBBIE)

PETRO OIL EQUIPMENT                                  $1,938
MAINTENANCE

ANTHONY INTERNATIONAL                                $1,820

AMERICAN ELECTRIC POWER        Utility               $1,438

ULTRA WASH SYSTEMS                                   $1,413


GLACIER FUNDING: Moody's Junks Rating on $6.5 Mil. Class G Notes
----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Glacier
Funding CDO V Ltd. on review for possible downgrade:

   -- $122,000,000 Class A-2 Second Priority Senior Secured
      Floating Rate Notes Due 2051

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $46,000,000 Class A-3 Third Priority Senior Secured
      Floating Rate Notes Due 2051

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $44,000,000 Class B Fourth Priority Senior Secured
      Floating Rate Notes Due 2051

      Prior Rating: Aa2

      Current Rating: Baa1, on review for possible downgrade

   -- $15,000,000 Class C Fifth Priority Senior Secured
      Floating Rate Notes Due 2051

      Prior Rating: Aa3

      Current Rating: Baa3, on review for possible downgrade

   -- $20,500,000 Class D Sixth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2051

      Prior Rating: A2

      Current Rating: Ba2, on review for possible downgrade

   -- $26,500,000 Class E Seventh Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2051

      Prior Rating: Baa2

      Current Rating: B1, on review for possible downgrade

   -- $5,500,000 Class F Eighth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2051

      Prior Rating: Baa3

      Current Rating: B2, on review for possible downgrade

   -- $6,500,000 Class G Ninth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2051

      Prior Rating: Ba1

      Current Rating: Caa1, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


GILMER ROAD: Case Summary & Five Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Gilmer Road Loop 281 Partnership, Ltd.
        P.O. Box 2268
        Longview, TX 75606

Bankruptcy Case No.: 07-60936

Chapter 11 Petition Date: November 5, 2007

Court: Eastern District of Texas (Tyler)

Debtor's Counsel: Jason R. Searcy, Esq.
                  Jason R. Searcy & Associates, P.C.
                  P.O. Box 3929
                  Longview, TX 75606
                  Tel: (903) 757-3399

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Five Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Noble Security                   Security                $5,000
P.O. Box 828
Longview, TX 75606

Longview Water                   Water Bill              $3,000
P.O. Box 1952
Longview, TX 75606-1952

American Electric Power          Electric Bill           $2,445
P.O. Box 24401
Canton, OH 44701-4401

Kleen Sweep                      Parking Lot Sweeper     $1,550

IESI Trash                       Trash Dumpsters           $350


GLOBAL SHIP SYSTEMS: Involuntary Chapter 11 Case Summary
--------------------------------------------------------
Alleged Debtor: Global Ship Systems, L.L.C.
                301 North Lathrop Avenue
                Savannah, GA 3141

Case Number: 07-41815

Type of Business: The Debtor is a shipbuilder.  See
                  http://www.globalshipsystems.com/

Involuntary Petition Date: November 5, 2007

Court: Southern District of Georgia (Savannah)

Petitioner's Counsel: Jon A. Levis, Esq.
                      Merrill & Stone, L.L.C.
                      P.O. Box 129
                      Swainsboro, GA 30401
                      Tel: (478) 237-7029
                      Fax: (478) 237-9211
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Jane H. Holmes                 money loan           $1,500,000
108 Strachan Lane
St. Simons Island, GA 31522


GOODYEAR TIRE: Earns $668 Million in Third Quarter 2007
-------------------------------------------------------
The Goodyear Tire & Rubber Company has reported record third
quarter sales of $5.1 billion, up 3% from last year,
offsetting lower volumes with higher prices and a richer product
mix.

Improved pricing and product mix in all five business units
drove revenue per tire up 7% over the 2006 quarter.  Lower volumes
reflect the strategic decision to exit certain segments of the
private label tire business in North America, along with weak
markets.

"Our outstanding third quarter is evidence of the success we are
seeing in marketing our premium product lines while remaining
focused on improving our cost structure," said Robert J. Keegan,
chairman and chief executive officer.  "Despite market
challenges, our results are among the best ever achieved by
Goodyear.

"Our product, brand, customer and geographic mix drove margin
expansion," he said.  The company achieved a gross margin of 20
percent in the quarter, up from 17.4%  a year ago.

"North American Tire delivered dramatic earnings improvement
despite lower volumes.  This reflects its new product success,
strong marketing initiatives and cost savings efforts."

Each of the five business units achieved double digit or better
percentage growth in segment operating income for the quarter.
The company's three emerging markets businesses increased sales
15% and segment operating income 24% over last year.

Mr. Keegan said the company made further progress during the
third quarter on its plan to achieve $1.8 billion to $2 billion in
gross cost savings by the end of 2009.  "We have now achieved
nearly $900 million in savings and remain on track to reach our
four-year goal."

Third quarter 2007 income from continuing operations was
$159 million (67 cents per share).  This compares to a third
quarter 2006 loss from continuing operations of $76 million
(43 cents per share).

Segment operating income benefited from improved pricing and
product mix of $179 million in the third quarter of 2007,
which more than offset increased raw material costs of
$23 million.

Favorable foreign currency translation positively impacted sales
by $232 million and segment operating income by $33 million
in the quarter.

The 2007 third quarter was also impacted by after-tax
rationalization and accelerated depreciation costs of $6
million (2 cents per share), tax expense related primarily to a
tax law change of $12 million (5 cents per share) and a gain
on asset sales of $10 million (4 cents per share).

The third quarter of 2006 included $132 million (75 cents per
share) in after-tax rationalization and accelerated depreciation
costs.

Goodyear had third quarter 2007 net income of $668 million
($2.75 per share), which includes discontinued operations of
$509 million ($2.08 per share).  Included in discontinued
operations was an after-tax gain of $517 million ($2.12 per
share) on the sale of the company's Engineered Products
business.  In the third quarter of 2006, the company had a net
loss of $48 million (27 cents per share). All per share
amounts are diluted.

                     Business Segments

Total segment operating income from continuing operations was
$382 million in the third quarter of 2007, an all-time high
and up 35 percent from the 2006 period.

Asia Pacific Tire, Latin American Tire, European Union Tire, and
Eastern Europe, Middle East and Africa Tire achieved record
sales.

All five business units had higher segment operating income
compared to last year, with Asia Pacific Tire and Eastern
Europe, Middle East and Africa Tire setting records for any
quarter.  Segment operating income for European Union Tire and
Latin American Tire set third quarter records.

North American Tire third quarter sales were down 6 percent
compared to the 2006 period, primarily due to lower volume
resulting from the company's exit from certain segments of the
private label tire business as well as weak original equipment
and replacement markets.  This was partially offset by market
share gains in Goodyear brand tires and improved pricing and
product mix.

Third quarter segment operating income is the highest since the
third quarter of 2001.  It was up 247 percent compared to the
2006 quarter due to improved pricing and product mix of $60
million, which more than offset increased raw material costs of
$8 million.

European Union Tire third quarter sales increased 9 percent over
last year as a result of improved pricing and product mix and a
favorable impact from currency translation of $108 million,
which more than offset lower volume.

Segment operating income for the third quarter increased 11
percent compared to 2006 as pricing and product mix improvements
of $55 million more than offset $13 million in higher raw
material costs.  Also impacting results were favorable foreign
currency translation of $7 million, increased conversion costs
and lower unit volume.

Eastern Europe, Middle East and Africa Tire third quarter sales
were up 13 percent compared to 2006.  This resulted from
improved pricing and product mix and a favorable impact from
currency translation of $37 million that more than offset
lower unit volume.

Segment operating income improved 12 percent for the third
quarter due to improved pricing and product mix of $31 million
that more than offset less than $2 million in higher raw
material costs.  Also impacting results were favorable foreign
currency translation of $5 million as well as higher
conversion costs, partially the result of a strike in South
Africa, and lower volume.

Latin American Tire sales increased 20 percent from the third
quarter of 2006 due to higher unit volume, improved pricing and
product mix and a favorable impact from currency translation of
$40 million.

Third quarter 2007 segment operating income increased 29 percent
from last year due to higher unit volume and improved pricing
and product mix of $20 million, which more than offset higher
raw material costs of $5 million.  Results also benefited from
favorable currency translation of $18 million. Higher
conversion costs were a partial offset.

Asia Pacific Tire third quarter sales were 12 percent higher
than the 2006 period primarily due to improved pricing and
product mix and a favorable impact from currency translation of
$40 million, which offset lower volume.

Segment operating income increased 46 percent in the 2007 third
quarter, primarily due to improved pricing and product mix of
$13 million, reduced raw material costs of $4 million and
$3 million of favorable foreign currency translation.  Higher
SAG costs were a partial offset.

                       About Goodyear

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest   
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 90 facilities in 28
countries.  Goodyear's operations are located in Argentina,
Austria, Chile, Colombia, France, Italy, Guatemala, Jamaica,
Peru, Russia, among others.  Goodyear employs more than 80,000
people worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on June 4, 2007,
Standard & Poor's Ratings Services raised its ratings on Goodyear
Tire & Rubber Co., including its corporate credit rating to 'BB-'
from 'B+'.  In addition, the ratings were removed from CreditWatch
where they were placed with positive implications on May 10, 2007.
Recovery ratings were not on CreditWatch.  These ratings still
apply as of Nov. 8, 2007.


GOODYEAR TIRE: Commences Offer to Exchange 4% Conv. Senior Notes
----------------------------------------------------------------
The Goodyear Tire & Rubber Company has commenced an offer to
exchange any and all of its outstanding 4% Convertible Senior
Notes due June 15, 2034, for a cash premium and shares of its
common stock.
    
"This exchange offer is another step in our plan to further de-
lever and improve our capital structure," W. Mark Schmitz,
executive vice president and chief financial officer, said. "This
allows us to reduce our debt by as much as $350 million, save up
to $14 million a year in interest and simplify our balance sheet."
    
The exchange offer allows holders of convertible notes to receive
the same number of shares of the company's common stock as they
would receive upon conversion of the convertible notes in
accordance with their current terms, plus a cash premium and
accrued and unpaid interest.
    
For each $1,000 principal amount of convertible notes validly
tendered, note holders will receive 83.0703 shares of the
company's common stock, which represents a conversion price of
approximately $12.04 per share.  

In addition, per each $1,000 principal amount of convertible
notes, the company will offer note holders a cash payment of
$48.30 as well as accrued and unpaid interest up to, but
excluding, the exchange date.

The offer is scheduled to expire at 5:00 p.m., New York City time,
on Dec. 5, 2007.  As of Nov. 6, 2007, there was $349,798,000
principal amount of convertible notes outstanding.
    
Copies of the prospectus may be obtained from the exchange agent:

     Wells Fargo Bank N.A.
     Corporate Trust Operations
     Sixth and Marquette, MAC N0303- 121
     Minneapolis, Minn. 55479
     Tel (800) 344-5128

Goodyear has engaged Goldman, Sachs & Co., telephone (800) 828-
3182, to act as dealer manager in connection with the exchange
offer.
    
                         About Goodyear

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- manufactures tires,  
engineered rubber products and chemicals in more than
90 facilities in 28 countries.  Goodyear Tire has marketing
operations in almost every country around the world including
Chile, Colombia, Guatemala, Jamaica and Peru in Latin America.  
Goodyear employs more than 80,000 people worldwide.

                          *     *     *

Moody's Investor Services placed Goodyear Tire & Rubber Co.'s long
term corporate family and bank loan debt ratings at 'B1' in
November 2005.  The ratings still hold to date with  negative
outlook.


GRAYS PEAK: Moody's Junks Rating on $11.25 Million Swap Notes
-------------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by Portfolio Credit Default Swap (Grays Peak Mezzanine Swap) on
review for possible downgrade:

   -- $11,250,000 Initial Tranche Notional Amount Credit
      Default Swap

      Prior Rating: Ba3

      Current Rating: Caa3, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


GREAT ATLANTIC: S&P May Lift Ratings on Planned 11.7MM Stake Sale
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that while its ratings on
both The Great Atlantic & Pacific Tea Co. Inc. and Pathmark Stores
Inc., including the 'B-' corporate credit ratings on both issuers,
remain on CreditWatch with positive implications, where they were
placed on Sept. 17, 2007, they will likely be raised by at least
one notch to 'B' following A&P's recent announcement.
     
Yesterday, Montvale, New Jersey-based A&P announced plans to sell
its remaining 11.7 million shares of Metro Inc. stock and use the
proceeds to reduce its overall pro forma debt levels.  A&P plans
to sell its shares prior to closing on the Carteret, New Jersey-
based Pathmark Stores Inc. merger, expected to occur
before the end of December 2007.  The Metro shares were worth
around $435 million as of Nov. 2, 2007.
      
"The CreditWatch will be resolved once A&P's pro forma capital
structure is determined and the company successfully closes on the
merger transaction," said Standard & Poor's credit analyst Stella
Kapur.


GSC CDO: Moody's Junks Ratings on Three Note Classes
----------------------------------------------------
Moody's Investors Service placed these notes issued by GSC CDO
2007-1r Ltd. on review for possible downgrade:

   -- $375,000,000 Class A-1LA VFN Senior Secured Floating Rate
      Notes due 2039

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $57,000,000 Class A-1LB Senior Secured Floating Rate
      Notes due 2039

      Prior Rating: Aaa

      Current Rating: A2, on review for possible downgrade

   -- $150,000,000 Class A-1LC Senior Secured Floating Rate
      Notes due 2039

      Prior Rating: Aaa

      Current Rating: A3, on review for possible downgrade

   -- $57,000,000 Class A-2L Senior Secured Floating Rate Notes
      due 2039

      Prior Rating: Aa2

      Current Rating: Baa1, on review for possible downgrade

   -- $36,000,000 Class A-3L Secured Deferrable Floating Rate
      Notes due 2039

      Prior Rating: A2

      Current Rating: Ba3, on review for possible downgrade

   -- $18,000,000 Class B-1L Mezzanine Secured Deferrable
      Floating Rate Notes due 2039

      Prior Rating: Baa1

      Current Rating: B3, on review for possible downgrade

   -- $12,000,000 Class B-2L Mezzanine Secured Deferrable
      Floating Rate Notes due 2039

      Prior Rating: Baa2

      Current Rating: Caa2, on review for possible downgrade

   -- $12,000,000 Class B-3L Mezzanine Secured Deferrable
      Floating Rate Notes due 2039

      Prior Rating: Baa3

      Current Rating: Caa3, on review for possible downgrade

Moody's also announced that it has downgraded these notes:

   -- $6,000,000 Class C Mezzanine Secured Deferrable Floating
      Rate Notes due 2039

      Prior Rating: Ba1

      Current Rating: Ca

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


HARTSHORNE CDO: Moody's Cuts Ratings on Four Note Classes to Low-B
------------------------------------------------------------------
Moody's Investors Service placed these notes issued by Hartshorne
CDO I Ltd. on review for possible downgrade:

   -- $16,100,000 Class X Senior Secured Fixed Rate Notes Due
      2013

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $625,000,000 Class A1S Variable Funding Senior Secured
      Floating Rate Notes Due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $133,000,000 Class A1J Senior Secured Floating Rate Notes
      Due 2047

      Prior Rating: Aaa

      Current Rating: A2, on review for possible downgrade

   -- $75,000,000 Class A2 Senior Secured Floating Rate Notes
      Due 2047

      Prior Rating: Aa2

      Current Rating: Baa1, on review for possible downgrade

   -- $52,000,000 Class A3 Secured Deferrable Interest Floating
      Rate Notes Due 2047

      Prior Rating: A2

      Current Rating: Ba2, on review for possible downgrade

   -- $25,000,000 Class B1 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2047

      Prior Rating: Baa1

      Current Rating: B1, on review for possible downgrade

   -- $20,000,000 Class B2 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2047

      Prior Rating: Baa2

      Current Rating: B2, on review for possible downgrade

   -- $20,000,000 Class B3 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2047

      Prior Rating: Baa3

      Current Rating: B3, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


HASCO MORTGAGE: Fitch Junks Ratings on Three Certificate Classes
----------------------------------------------------------------
Fitch Ratings took these rating actions on the two series of HASCO
mortgage pass-through certificates.  Affirmations total $1.20
billion and downgrades total $360.9 million.  In addition, about
$858.9 million (included in the above rating actions) are placed
on Rating Watch Negative.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions:

HASCO 2007-HE1

   -- $319.4 million class I-A, rated 'AAA' (BL: 36.21, LCR:
      1.97) placed on Rating Watch Negative;

   -- $204.7 million class II-A-1 affirmed at 'AAA' (BL: 52.93,
      LCR: 2.88);

   -- $30.5 million class II-A-2 affirmed at 'AAA' (BL: 48.35,
      LCR: 2.63);

   -- $126.2 million class II-A-3, rated 'AAA' (BL: 36.37, LCR:
      1.98) placed on Rating Watch Negative;

   -- $8.3 million class II-A-4, rated 'AAA' (BL: 35.97, LCR:
      1.96) placed on Rating Watch Negative;

   -- $44.7 million class M-1 downgraded to 'A+' from 'AA+'
      (BL: 31.2, LCR: 1.69);

   -- $48.9 million class M-2 downgraded to 'A-' from 'AA' (BL:
      25.89, LCR: 1.41);

   -- $17.6 million class M-3 downgraded to 'BBB+' from 'AA-'
      (BL: 23.95, LCR: 1.30);

   -- $17.6 million class M-4 downgraded to 'BBB-' from 'A+'
      (BL: 21.97, LCR: 1.19);

   -- $18.2 million class M-5 downgraded to 'BB' from 'A' (BL:
      19.91, LCR: 1.08);

   -- $13 million class M-6 downgraded to 'BB' from 'A-' (BL:
      18.35, LCR: 1.00);

   -- $10.4 million class M-7 downgraded to 'B' from 'A-' (BL:
      17.00, LCR: 0.92);

   -- $10.9 million class M-8 downgraded to 'B' from 'BBB+'
      (BL: 15.65, LCR: 0.85);

   -- $14.5 million class M-9 downgraded to 'B' from 'BBB' (BL:
      13.96, LCR: 0.76);

   -- $16.1 million class M-10 downgraded to 'CCC' from 'BB+'.

Summary

   -- Originators: (66% Accredited, 19% Decision 1, 8.5% Wells
      Fargo);
   -- 60+ day Delinquency: 13.02%;
   -- Realized Losses to date (% of Original Balance): 0.04%;
   -- Expected Remaining Losses (% of Current Balance): 18.42%;
   -- Cumulative Expected Losses (% of Original Balance):
      16.67%.

HASCO 2007-OPT1

   -- $358.4 million class 1A, rated 'AAA' (BL: 36.95, LCR:
      1.89) placed on Rating Watch Negative;

   -- $77.9 million class 2A1 affirmed at 'AAA' (BL: 55.25,
      LCR: 2.82);

   -- $24.1 million class 2A2 affirmed at 'AAA' (BL: 41.54,
      LCR: 2.12);

   -- $40.4 million class 2A3, rated 'AAA' (BL: 37.46, LCR:
      1.91) placed on Rating Watch Negative;

   -- $6.2 million class 2A4, rated 'AAA' (BL: 36.77, LCR:
      1.88) placed on Rating Watch Negative;

   -- $35 million class M-1 downgraded to 'A' from 'AA+' (BL:
      31.09, LCR: 1.59);

   -- $24.8 million class M-2 downgraded to 'A-' from 'AA' (BL:
      27.4, LCR: 1.40);

   -- $15.1 million class M-3 downgraded to 'BBB' from 'AA-'
      (BL: 25.11, LCR: 1.28);

   -- $14 million class M-4 downgraded to 'BBB-' from 'A+' (BL:
      22.81, LCR: 1.16);

   -- $13.2 million class M-5 downgraded to 'BB' from 'A' (BL:
      20.52, LCR: 1.05);

   -- $10.5 million class M-6 downgraded to 'BB' from 'A-' (BL:
      18.63, LCR: 0.95);

   -- $10.5 million class M-7 downgraded to 'B' from 'BBB+'
      (BL: 16.55, LCR: 0.84);

   -- $5.4 million class M-8 downgraded to 'B' from 'BBB' (BL:
      15.38, LCR: 0.78);

   -- $10.5 million class M-9 downgraded to 'CCC' from 'BBB-';

   -- $9.3 million class M-10 downgraded to 'CCC' from 'BB+'.

Summary

   -- Originators: (100% Option One);
   -- 60+ day Delinquency: 13.29%;
   -- Realized Losses to date (% of Original Balance): 0.03%;
   -- Expected Remaining Losses (% of Current Balance): 19.60%;
   -- Cumulative Expected Losses (% of Original Balance):
      16.93%.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.

   -- 'Downgrade Criteria for Recent Vintage U.S. Subprime
      RMBS' (Aug. 8, 2007);

   -- 'U.S. Subprime RMBS/HEL Upgrade/Downgrade Criteria'
      (June 12 ,2007).


HEALTH MANAGEMENT: S&P Revises Outlook to Negative from Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Health Management Associates Inc. to negative from stable.  At the
same time, Standard & Poor's affirmed its ratings (B+ corporate
credit rating) on HMA.  As of Sept. 30, 2007, HMA's total debt
outstanding was
$3.7 billion.
     
The outlook revision reflects the continued erosion of the
company's financial performance and prospects that its financial
profile will deteriorate further before possibly stabilizing at a
level below S&P's expectations and consistent with a lower rating.
     
"The speculative-grade rating on HMA reflects hospital industry
risks, most importantly the uncertain amount of reimbursement from
the government and other third-party payers, increasing bad debt,
and the company's significant debt burden," said Standard & Poor's
credit analyst David Peknay.
     
Naples, Florida-based HMA is an owner and operator of 59 nonurban
and rural hospitals (as of Sept. 30, 2007) in 15 states, with
about 8,500 licensed beds.
     
Based on S&P's earnings expectations, leverage on a pro forma
basis is now about 6x, and funds from operations to lease-adjusted
debt is now about 7%.  The approximately $200 million increase in
interest expense, along with the difficult operating environment,
will limit profitability growth and prevent any meaningful
capacity for debt reduction for the next couple of years.  The
company has indicated the potential for certain asset sales, the
proceeds of which might be used to reduce debt.


HEXION SPECIALTY: Closes German Resins Business Acquisition
-----------------------------------------------------------
Hexion Specialty Chemicals Inc. has completed its acquisition of
the German resins and formaldehyde business of Arkema GmbH.

The business is based in the Leuna industrial park in Leuna,
Germany, employs 100 people and generated revenues of EUR101
million in 2006.  It manufactures formaldehyde and formaldehyde-
based resins including urea-formaldehyde, melamine-urea-phenol-
formaldehyde and other melamine-based resin systems.  These
resins are used to manufacture engineered wood panels such as
oriented strandboard, particleboard and medium density
fiberboard.  It also produces impregnation resins used to
laminate decorative paper surfaces to wood products.  Hexion
announced an agreement in late May to acquire the Arkema
business.

"We are pleased to welcome this business and its associates into
the Hexion organization," said Dale Plante Hexion vice
president, Forest Products - Europe.  "The Leuna operation and
its team of people will strengthen Hexion's position in the
European wood products market, particularly in the important
German marketplace."

Plante will serve as managing director of the business, which
has been renamed Hexion Specialty Chemicals Forest Products
GmbH.  It will become part of Hexion's global forest product
resins network, which serves producers of engineered wood
products around the world.

                      About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexion.com/-- serves the global wood and industrial  
markets through a broad range of thermoset technologies,
specialty products and technical support for customers in a
diverse range of applications and industries.  Hexion Specialty
Chemicals is owned by an affiliate of Apollo Management, L.P.
The company has locations in China, Australia, Netherlands, and
Brazil. It is an Apollo Management L.P. portfolio company.
Hexion had 2006 sales of $5.2 billion and employs more than
7,000 associates.

                           *     *     *

As reported in the Troubled Company Reporter on July 9, 2007,
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating and other ratings on Hexion Specialty Chemicals Inc. on
CreditWatch with negative implications.  The ratings on related
entities were also placed on CreditWatch.


HG-COLL: Moody's Cuts Rating on $14 Mil. Class B-1L Notes to B1
---------------------------------------------------------------
Moody's Investors Service placed these notes issued by HG-COLL
2007-1 Ltd. on review for possible downgrade:

   -- $95,000,000 Class A-1LB Floating Rate Notes Due April
      2052

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $37,000,000 Class A-2L Floating Rate Notes Due April 2052

      Prior Rating: Aa2

      Current Rating: Aa2, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $12,000,000 Class A-3L Floating Rate Notes Due April 2052

      Prior Rating: A2

      Current Rating: Baa3, on review for possible downgrade

   -- $14,000,000 Class B-1L Floating Rate Notes Due April 2052

      Prior Rating: Baa2

      Current Rating: B1, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


HMSC CORP:S&P Says Recovery Rating Has No Effect on Debt Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a recovery rating of
'3' to HMSC Corp.'s (B/Stable/--) $285 million first-lien term
loan due 2014 and its $20 million revolving credit facility due
2012.  A '3' recovery rating indicates that the
lenders can expect meaningful (50%-70%) recovery of principal in
the event of payment default.

Standard & Poor's also said that it assigned a recovery rating of
'6' to the company's $110 million second-lien term loan due 2014.  
A '6' recovery rating indicates that the lenders can expect
negligible (0%-10%) recovery of principal in the event of payment
default.  The rating on this loan is two notches lower than the
counterparty credit rating.
     
The assignment of the recovery ratings has no effect on the debt
ratings on the first-lien term loan (B), revolving credit facility
(B), or second-lien term loan (CCC).
     
HMSC used these funds--net of transaction fees and expenses--
primarily to repay the existing credit facility of
$258.5 million, pay a partial return of capital to investors of
$102.8 million, and for other corporate purposes.
      
"These recovery ratings reflect Standard & Poor's review of a
simulated default scenario that contemplates a payment default
resulting from heightened financial pressures and reduced
financial flexibility, as HMSC's debt leverage has increased to
89.3% at year-end 2006 from 64.5% under the prior structure,"
said Standard & Poor's credit analyst Tracy Dolin.  "Our recovery
rating analysis also reflects the normal stresses associated with
insurance brokers--impaired customer relationships, regulatory
pressures, legal disputes, carrier consolidation, restricted
access to carriers, and agent misconduct."


HUB INTERNATIONAL: S&P Upgrades Credit Rating to B+ from B
----------------------------------------------------------
Standard & Poor's Ratings Services assigned recovery ratings of
'2' to Hub International Ltd.'s (B/Stable/--; Hub) $625 million
senior secured term loan B due 2014, its $140 million senior
secured delayed draw term loan, due 2014, and its $100 million
revolving credit facility due 2013.  The '2' recovery rating
indicates that the lenders can expect substantial (70%-90%)
recovery in the event of payment default.  As a result of this
rating action, Standard & Poor's also raised its issue rating on
these facilities to 'B+' from 'B'.
     
The proceeds from these credit facilities had been used to finance
a $1.9 billion acquisition of Hub by Apax Partners.  The
transaction was capitalized with $1.3 billion of debt and about
$663 million of equity.
      
"These rating actions reflect our review of a simulated default
scenario which contemplates a payment default resulting from
heightened financial pressures and reduced financial flexibility
following its acquisition by Apax Partners, as HUB's debt leverage
increased to 68% following the leveraged buyout from 18% as of
year-end 2006," said Standard & Poor's credit analyst Julie
Herman.  "It also reflects the normal stresses associated with the
insurance brokers: impaired customer relationships, regulatory
pressures, legal disputes, carrier consolidation, restricted
access to carriers and agent
misconduct."
     
Standard & Poor's expects EBITDA margins to increase to more than
25% in 2007, however, pretax operating income and ROR will be weak
because of Hub's materially increased interest expense on its debt
and amortization of its transaction intangibles following the
leveraging of the balance sheet in conjunction with the Apax
transaction.  Similarly, adjusted fixed-charge coverage will
significantly decrease in 2007 to at least 1.8x and further
deteriorate to at least 1.1x in 2008 as the company services its
debt obligations for a full year.


HUB TECH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Hub Technologies, Inc.
        29 Abbey Lane
        Middleboro, MA 02346

Bankruptcy Case No.: 07-17138

Type of Business: The Debtor manufactures fabricated metal
                  products.

Chapter 11 Petition Date: November 6, 2007

Court: District of Massachusetts (Boston)

Judge: Robert Somma

Debtor's Counsel: Leslie F. Su, Esq.
                  Stephen F. Gordon, Esq.
                  Gordon Haley, L.L.P.
                  101 Federal Street
                  Boston, MA 02110
                  Tel: (617) 261-0100

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Dean Steel                     $364,307
2095 Elmwood Avenue
Warwick, RI 02888

Penn Stainless Products        $263,983
Attention: Jim Sulger
190 Kelly Road
Quakers Town, PA 08951

K.&B. Equipment                $149,251
Attention: Floyd Andrews
P.O. Box 14
Bourne, MA 02532

Tek Specialties, Inc.          $77,577

Federic Elliot Co.             $74,164

Metals U.S.A.                  $69,910

Linde Gas U.S.A., L.L.C.       $63,416

F.W. Webb                      $63,252

T.F. Allen Co.                 $50,000

Paul Mueller Co.               $48,622

Maley Laser                    $47,714

Cronatron Welding System       $47,663

F.A.M.C.O.                     $44,318

Sentinel Process Systems       $41,149

Middlesex Gases & Tech         $34,766

International Paint, L.L.C.    $39,950

Tools Unlimited, Inc.          $25,780

Atlantic Fasteners             $25,313

Entech Creative Industries     $24,477

American International C       $23,807


HUDSON MEZZANINE: Moody's Junks Rating on $4 Mil. Class E Notes
---------------------------------------------------------------
Moody's Investors Service placed these notes issued by Hudson
Mezzanine Funding 2006-2, Ltd. on review for possible downgrade:

   -- $240,000,000 Class A-1 Floating Rate Notes due 2042

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $46,000,000 Class A-2 Floating Rate Notes due 2042

      Prior Rating: Aaa, on review for possible downgrade

      Current Rating: Aa2, on review for possible downgrade

   -- $56,000,000 Class B Floating Rate Notes due 2042

      Prior Rating: Aa2, on review for possible downgrade

      Current Rating: A2, on review for possible downgrade

   -- $20,000,000 Class C Deferrable Floating Rate Notes due
      2042

      Prior Rating: A2, on review for possible downgrade

      Current Rating: Baa3, on review for possible downgrade

   -- $18,000,000 Class D Deferrable Floating Rate Notes due
      2042

      Prior Rating: Baa1, on review for possible downgrade

      Current Rating: Ba3, on review for possible downgrade

   -- $4,000,000 Class E Deferrable Floating Rate Notes due
      2042

      Prior Rating: Baa3, on review for possible downgrade

      Current Rating: Caa3, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


ICONIX BRAND: Third Qtr. 2007 Net Income Climbs to $17 Million
--------------------------------------------------------------
Iconix Brand Group Inc. has announced $42.7 million Licensing
revenue for the third quarter and nine months ended Sept. 30,
2007.

Licensing revenue for the third quarter of 2007 increased 93% to
approximately $42.7 million, as compared to approximately
$22.1 million in the third quarter of 2006.

Net income for the third quarter increased 114% to approximately
$17.0 million versus approximately $7.9 million in the prior
year quarter.  

                       Nine Months Results

Licensing revenue for the nine months ended Sept. 30, 2007
increased 109% to approximately $112.6 million, as compared to
approximately $53.8 million in the prior year nine-month
period.  Net income as reported on the company's income
statement for the nine month period increased 88% to
approximately $44.5 million, as compared to approximately
$23.6 million in the prior year nine month period.

The company recognized non-cash tax benefits in the prior year
nine-month period and therefore comparing net income on a tax-
effected basis, the company reported net income of approximately
$44.5 million as compared to approximately $17.1 million (tax-
effected) in the prior year nine months.

Neil Cole, chairman and chief executive officer of Iconix,
commented, "I am pleased with our results this quarter as we
increased revenue 93% and net income 114% from the prior year in
what was a very challenging period for retail in general.  Our
performance this quarter highlights the unique attributes of our
licensing model where diversification from a portfolio of 15
brands and almost 200 licensees, combined with contractually
guaranteed revenue and no inventory exposure reduces our risk
and volatility in difficult retail environments.  Looking ahead
to the remainder of this year and for 2008, I am confident we
will continue to deliver strong increases in both revenue and
profitability and execute our long term growth plan."

                          2007 Guidance

The company is projecting that for the full year 2007 it will be
at the high of end of its current revenue guidance of $150 -
$160 million as well as its current fully diluted earnings per
share guidance of $0.96 - $1.00.

                          2008 Guidance

The company is issuing guidance for the full year 2008 of
revenue in a range of $240 to $250 million and fully diluted
EPS in a range of $1.35 to $1.40.

                        About Iconix Brand

Based in New York City, Iconix Brand Group Inc. (Nasdaq: ICON) -
- http://www.iconixbrand.com/-- owns fashion brands to retail
distribution from the luxury market.  The company licenses its
brands to retailers and manufacturers worldwide.  The group has
international licensees in Mexico, Japan and the United Kingdom.

                       *     *     *

As of Nov. 8, 2007, Moody's ratings assigned to the Iconix Brand
Group Inc. on June 14, 2007 still apply.  These assigned ratings
were B1 long-term corporate family and probability-of-default
ratings, Ba2 bank loan debt rating, and B3 subordinated debt
rating.  The outlook remains stable.


INDYMAC ABS: Fitch Junks Ratings on $35.1 Million Cert. Classes
---------------------------------------------------------------
Fitch Ratings took these rating actions on IndyMac ABS Inc., Home
Equity Transaction, series INABS 2007-A.  Affirmations total
$902.2 million and downgrades total $272.6 million.  In addition,
about $325.1 million (included in the above rating actions) are
placed on rating watch negative.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

INABS 2007-A

   -- $252.8 million class 1A, rated 'AAA', placed on Rating
      Watch Negative (BL: 35.65, LCR: 1.96);

   -- $268.2 million class 2A-1 affirmed at 'AAA' (BL: 64.65,
      LCR: 3.56);

   -- $154.8 million class 2A-2 affirmed at 'AAA' (BL: 47.44,
      LCR: 2.61);

   -- $154.1 million class 2A-3 affirmed at 'AAA' (BL: 37.26,
      LCR: 2.05);

   -- $57.8 million class 2A4-a, rated 'AAA', placed on Rating
      Watch Negative (BL: 34.92, LCR: 1.92);

   -- $14.5 million class 2A4-b, rated 'AAA', placed on Rating
      Watch Negative (BL: 34.89, LCR: 1.92);

   -- $48.8 million class M-1 downgraded to A+' from 'AA+' (BL:
      30.80, LCR: 1.70);

   -- $60.5 million class M-2 downgraded to 'A-' from 'AA' (BL:
      25.61, LCR: 1.41);

   -- $21.5 million class M-3 downgraded to 'BBB+' from 'AA-'
      (BL: 23.67, LCR: 1.30);

   -- $26 million class M-4 downgraded to 'BBB-' from 'A+' (BL:
      21.30, LCR: 1.17);

   -- $22.1 million class M-5 downgraded to 'BB' from 'A' (BL:
      19.31, LCR: 1.06);

   -- $13.7 million class M-6 downgraded to 'BB' from 'A-' (BL:
      18.03, LCR: 0.99);

   -- $17.6 million class M-7 downgraded to 'B' from 'BBB+'
      (BL: 16.34, LCR: 0.90);

   -- $11.7 million class M-8 downgraded to 'B' from 'BBB' (BL:
      15.18, LCR: 0.84);

   -- $15.6 million class M-9 downgraded to 'B' from 'BBB-'
      (BL: 13.66, LCR: 0.75);

   -- $20.8 million class M-10 downgraded to 'CCC' from 'BB+'
      (BL: 11.66, LCR: 0.64);

   -- $14.3 million class M-11 downgraded to 'CCC' from 'BB'
      (BL: 10.50, LCR: 0.58).

Deal Summary

   -- Originators: IndyMac (100%)
   -- 60+ day Delinquency: 11.16%;
   -- Realized Losses to date (% of Original Balance): 0.04%;
   -- Expected Remaining Losses (% of Current Balance): 18.17%;
   -- Cumulative Expected Losses (% of Original
      Balance):16.88%.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.

   -- 'Downgrade Criteria for Recent Vintage U.S. Subprime
      RMBS' (Aug. 8, 2007);

   -- 'U.S. Subprime RMBS/HEL Upgrade/Downgrade Criteria'
      (June 12, 2007).


INSIGHT COMMS: Earns $143.6 Million in Quarter Ended September 30
-----------------------------------------------------------------
Insight Communications Company reported financial results for the
quarter ended Sept. 30, 2007.

                  Third Quarter Highlights

   -- Operating income before depreciation and amortization of
      $143.6 million, an increase of 15% over Q3 2006

   -- Revenue of $362.3 million, an increase of 14% over
      Q3 2006

   -- Capital expenditures of $76.5 million

   -- Free cash flow of $13.6 million, an increase of
      $17.9 million over Q3 2006

   -- Total customer relationships of 1,449,400 at
      Sept. 30, 2007, an increase of 54,000 compared to
      1,395,400 at Sept. 30, 2006

   -- Total revenue generating units of 2,993,700 at
      Sept. 30, 2007, an increase of 385,000, or 15%, from
      Sept. 30, 2006

              Liquidity and Capital Resources

Insight's business requires cash for operations, debt service and
capital expenditures.  

Cash provided by operations for the nine months ended
Sept. 30, 2007 and 2006 was $270.5 million and $200.6 million.

Cash used in investing activities for the nine months ended
Sept. 30, 2007 and 2006 was $209.1 million and $213.5 million, and
was primarily for capital expenditures.

Cash used in financing activities for the nine months ended
Sept. 30, 2007 was $65.4 million compared to $2.4 million of cash
provided by financing activities for the nine months ended
Sept. 30, 2006.

Free cash flow for the nine months ended Sept. 30, 2007 totaled
$61.3 million, compared to ($12.7) million for the nine months
ended Sept. 30, 2006.

As of Sept. 30, 2007, the company had total assets of
$3.8 billion, total liabilities of $3.5 billion, and total
stockholders' equity of $331 million.

Full-text copies of the company's financials are available for
free at http://ResearchArchives.com/t/s?24fd.

"The true test of success for any business is its ability to
sustain positive financial results over time," said Michael
Willner, Insight's chief executive officer.  "Our exceedingly
strong third quarter results clearly indicate that we have
established an operating business model that consistently grows
RGUs at a pace that supports ongoing positive financial returns."

                  About Insight Communications

Insight Communications (NASDAQ: ICCI) operates cable operator in
the U.S., serving about 1.3 million customers in the four
contiguous states of Illinois, Indiana, Ohio, and Kentucky.  
Insight specializes in offering bundled, state-of-the-art services
in mid-sized communities, delivering analog and digital video,
high-speed Internet, and voice telephony in selected markets to
its customers.

                         *     *     *

In September 2006, Moody's placed the company's long-term
corporate family rating and probability of default rating at B1,
and senior unsecured debt rating at B3.  These ratings still hold
to date.  The outlook is stable.

Standard & Poor's placed the company's long-term foreign and local
issuer credits at CCC+ in April 2007, which still holds to date.

Fitch also placed the company's long-term issuer default rating at
B+ and senior unsecured debt rating at CCC+ in April 2007.


INTERSTATE BAKERIES: Wants Exit Facility Objections Overruled
-------------------------------------------------------------
Interstate Bakeries and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Western District of Missouri to overrule
all objections to their Exit Financing Motion filed by, among
others, the International Brotherhood of Teamsters, Yucaipa
Companies, LLC, the Official Committee of Unsecured Creditors, and
the Official Committee of Equity Security Holders.

As reported in the Troubled Company Reporter on Nov. 5, 2007, the
Teamsters and Yucaipa objected to another extension of IBC's
exclusive periods to file a plan of reorganization and IBC's
request to enter into a $400 million exit financing deal with
Silver Point.

The Teamsters is teaming up with Yucaipa and Bimbo Bakeries USA to
purchase Interstate Bakeries Corp.  The plan by the Teamsters,
Yucaipa and Bimbo Bakeries includes investing in IBC operations
and marketing while maximizing opportunities for IBC employees
with respect to job security, wages and benefits.

"In less than nine months, present management has gotten up to
speed and devised a value-maximizing Business Plan that is
essentially supported by all of the principal players except
one -- the Teamsters," J. Eric Ivester, Esq., at Skadden, Arps,
Slate, Meagher & Flom, LLP, in Chicago, Illinois, tells Judge
Venters, on the Debtors' behalf.

Mr. Ivester adds that the Debtors have also attracted a viable
stalking horse bidder, Silver Point Finance.  He relates that
other potential bidders are working to beat the Silverpoint deal,
including the Teamsters' favored bidders -- Yucaipa Companies, LLC
and Grupo Bimbo.

Mr. Ivester says the Debtors have tried as best as they can to
reach agreement with the Teamsters.  Although progress has been
made, the parties have not been able to reach agreement, he adds.

"The reason for the lack of agreement is now clear -- the
Teamsters were busy negotiating a deal with Yucaipa," Mr. Ivester
points out.

Mr. Ivester asserts that the Debtors fear that Yucaipa and Bimbo,
with the Teamsters' exclusive support, want to acquire the company
at a low-ball price.  Without a concrete proposal and process,
Yucaipa and Bimbo can dictate any price on any timing they wish,
he avers.

Moreover, the U.S. market is "competitive," and Bimbo's history
of acquisitions is "not the best possible," Bloomberg News
reports, citing analysts, including Joaquin Ley at Santander
Investment in a note e-mailed yesterday.

Mr. Ivester contends that the Creditors Committee's allegation
that the Debtors' Plan Funding Commitment is the result of a
highly flawed process is wrong.  Regarding the alleged compressed
timeline, he notes that that the solicitation and auction process
did not start with the Plan Funding Motion -- the Debtors have
been soliciting interest to fund emergence since delivering their
business plan in June 2007.

However, Mr. Ivester says, to further address the concerns raised
by the Creditors Committee and the Equity Committee, the Debtors,
Silver Point, and the Prepetition Lenders propose to expand
various deadlines applicable to the Alternative Transaction
Procedures.

With the revised timeline that will be proposed to the Court at
or prior to the hearing, the Debtors do not believe that the
issues raised by the objectors about either process or timing are
legitimate concerns, Mr. Ivester asserts.  The Debtors have been
flexible to accommodate the concerns of parties performing due
diligence or submitting proposals, he adds.

Mr. Ivester further justifies that the Debtors are willing to
execute confidentiality agreements with interested parties, like
Yucaipa and Bimbo.  The Debtors believe it is important to
explore these ideas because this will either prove or disprove
the as yet unsupported allegations by Yucaipa and Teamsters that
there is a better reorganization plan that would maximize value
and save jobs.

Mr. Ivester also states that the Equity Committee relies on two
other contingencies to its claim that no demonstrable benefit to
the estate can be identified in connection with paying the Break-
up Fee.  One is the ratification of union deals with the
Teamsters, and the other is the extension of the DIP credit
facility maturity, he explains.

In fact, Mr. Ivester argues, the Debtors have received from the
agent for the lenders under the DIP Financing Facility a draft
amendment to the DOP credit facility extending the maturity of
the facility to May 31, 2008, and is prepared to recommend the
extension to the DIP Financing Facility lenders should the
Funding Motion be approved.

Accordingly, the single contingency upon which the Equity
Committee may even base its argument is the absence of any deal
with the Teamsters, Mr. Ivester says.  However, he insists, the
Equity Committee fails to cite a single case on point that
supports the argument that a contingency to a plan funding
commitment prevents satisfaction of the applicable standard.

                    About Interstate Bakeries

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and seven of its debtor-affiliates filed for chapter
11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No. 04-
45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.  The Debtors' exclusive period to file a chapter 11
plan has recently been extended to Nov. 8, 2007.

(Interstate Bakeries Bankruptcy News, Issue No. 76; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


INTERSTATE BAKERIES: Court Approves Plan Funding Commitment
-----------------------------------------------------------
The Honorable Jerry Venters of the United States Bankruptcy Court
for the Western District of Missouri - Kansas City Division has
authorized Interstate Bakeries Inc. to enter into an agreement
with Silver Point Finance, L.L.C., to provide the Debtors with up
to $4 million in exit financing upon emergence from Chapter 11.

The Court also authorized IBC to enter into an agreement supported
by approximately 95% of the company's prepetition secured lenders
to convert funded prepetition senior secured debt into new debt
and equity securities, as well as to pay certain fees associated
with the financing.  The financing, upon which the Debtors' Joint
Plan of Reorganization is based, contemplates an enterprise value
of approximately $580 million.

Judge Venters found that the entry into the Commitment Letter by
the parties does not constitute the solicitation of a vote on a
plan of reorganization, does not violate any law, and does not
give rise to any claim or remedy against any of the Debtors, the
Commitment Parties or Plan Supporters alleging otherwise.

In addition, Judge Venters approved the bidding procedures to
govern the process to seek alternative investment proposals.

According to IBC, the transactions contemplated by the agreements
with Silver Point and the other Plan Supporters provide a "stake
in the ground" for the process with which to measure the value
offered by alternative proposals and ensure that IBC receives the
highest and best offer to maximize value for the Company and its
constituents.  IBC believes the Alternative Proposal Procedures
are broad enough to permit any alternative proposals that may be
contemplated.

Pursuant to sections 105(a), 503(b) and 507(a) of the Bankruptcy
Code, Judge Venters also authorized the Debtors to pay the
Commitment Fee, the Breakup Fee and the Commitment Expenses, each
in accordance with its terms and as and when required by the Fee
Letter, without further Court order.  Each of the Fees and
Expenses will constitute administrative expenses of the Debtors'
estates, and, upon payment as required by the Fee Letter, will be
non-refundable.

In accordance with the recently approved proposal procedures,
indications of interest are due by Nov. 28, 2007, and final
proposals must be submitted by Jan. 15, 2008.  In the event
multiple proposals are received, an auction will be held on Jan.
22, 2008.  A hearing to authorize the Debtors to enter into the
proposed transaction contemplated by the Successful Bid will be
scheduled for Jan. 29, 2008, at 1:30 p.m. Central time, and may be
adjourned or rescheduled by the Debtors without notice other than
by an announcement of the adjourned date at the Plan Funding
Hearing.

Judge Venters ruled that the entry of the Order is without
prejudice, and does not otherwise impair, the rights of U.S. Bank
National Association, in its capacity as indenture trustee for the
Debtors' 6% Senior Convertible Notes due August 15, 2014, and the
Noteholders to assert any objections to the Debtors' Disclosure
Statement or confirmation of the Plan, including objections with
respect to the treatment of the obligations and claims held by the
Noteholders.

"We are very pleased with the Court's decision today.  The Plan
Funding Commitment and the Alternative Proposal Procedures are the
keys to completing the final stage of the process we began earlier
this year -- a process we believe will allow our Company to emerge
from Chapter 11 and achieve sustainable profitability," Chief
Executive Officer Craig Jung said in a news statement.

IBC said that it continues to believe that its business plan is
the best alternative to maximizing creditor recovery and building
a strong future for the company and its employees.  However, as
previously asserted, IBC must achieve a mutually acceptable
agreement with its unions on modifications to its collective
bargaining agreements to be able to implement its business plan
and meet the requirements of the Plan Funding Commitment.

IBC also said that it has agreed to enter into a mutually
acceptable confidentiality agreement with Yucaipa Companies and
the U.S. affiliate of Grupo Bimbo S.A.B de C.V.  The
confidentiality agreement will allow Yucaipa and Bimbo to speak
with third parties, including the company's unions.  In addition,
Yucaipa and Bimbo will be permitted, on a confidential basis, to
perform due diligence with respect to the Company and its
businesses.  However, if no final proposal is made by Yucaipa and
Bimbo by Dec. 13, 2007, IBC's agreement to provide due diligence
and management access will terminate.

"Now that the alternative proposal procedures are in place, we
look forward to receiving proposals from other potential
investors, including Yucaipa and Bimbo.  Moreover, all of our
constituents can be reassured that an orderly process is in place
to encourage competition among interested parties.  This well
conceived process, in our view, provides the floor for value and a
mechanism to consider whether further proposals provide greater
value," Mr. Jung said.

With the approval of its Funding Motion, IBC intends to seek to
extend the maturity of the DIP facility to June 2, 2008.  The DIP
facility is currently scheduled to expire Feb. 9, 2008.

"Extension of the DIP financing is valuable because it will assure
all constituents that IBC will continue to have access to ample
capital resources to operate its business normally through the
duration of the alternative proposal process and beyond," Mr. Jung
said, adding that the company can provide no assurance that it
will be able to obtain an extension of its DIP financing on terms
acceptable to it or at all.

As previously reported, IBC did not pursue its September 13 motion
seeking to extend its exclusive right to file a plan of
reorganization.  However, the effect of having filed its Plan on
November 5, coupled with prior Court orders, is that third parties
may not file, absent further order, a plan of reorganization prior
to Jan. 7, 2008, which is the date by which IBC has the exclusive
right to solicit acceptances with respect to the Plan.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and seven of its debtor-affiliates filed for chapter
11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No. 04-
45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.  The Debtors' exclusive period to file a chapter 11
plan has recently been extended to Nov. 8, 2007.

(Interstate Bakeries Bankruptcy News, Issue No. 77; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


IXION PLC: Moody's Junks Rating on $30 Million Secured Notes
------------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by Ixion plc 2006-10 Series 15 on review for possible downgrade:

   -- $30,000,000 Floating Rate Portfolio Credit Linked Secured
      Notes due 2037

      Prior Rating: A2

      Current Rating: Caa3, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


IXION PLC: Moody's Junks Rating on $72.5 Million Secured Notes
--------------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by Ixion plc 2006-9 Series 12 on review for possible downgrade:

   -- $72,500,000 Floating Rate Portfolio Credit Linked Secured
      Notes due 2037

      Prior Rating: A2

      Current Rating: Caa3, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


IXIS ABS: Poor Credit Quality Prompts Moody's Ratings Review
------------------------------------------------------------
Moody's Investors Service placed these notes issued by IXIS ABS
CDO 3 Ltd. on review for possible downgrade:

   -- Class A-1LA Investor Swap

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $16,000,000 Class X Notes Due December 2013

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $76,000,000 Class A-1LB Floating Rate Notes Due December
      2046

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $28,000,000 Class A-2L Floating Rate Notes Due December
      2046

      Prior Rating: Aa2

      Current Rating: Baa1, on review for possible downgrade

   -- $30,000,000 Class A-3L Floating Rate Notes Due December
      2046

      Prior Rating: A2

      Current Rating: Ba1, on review for possible downgrade

   -- $22,000,000 Class B-1L Floating Rate Notes Due December
      2046

      Prior Rating: Baa2, on review for possible downgrade

      Current Rating: Caa2, on review for possible downgrade

Finally, Moody's announced that it has downgraded these notes:

   -- $8,000,000 Class B-2L Floating Rate Notes Due December
      2046

      Prior Rating: Ba1, on review for possible downgrade

      Current Rating: Ca

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of
residential mortgage-backed securities.


IXIS REAL: Fitch Junks Ratings on $21.7 Million Cert. Classes
-------------------------------------------------------------
Fitch Ratings took these rating actions on the IXIS Real Estate
Capital Trust mortgage pass-through certificates.  Affirmations
total $466 million and downgrades total $235.6 million.  In
addition, about $450 million (included in the above rating
actions) are placed on Rating Watch Negative.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

Series 2007-HE1:

   -- $229.4 million class A-1 affirmed at 'AAA' (BL: 58.18,
      LCR: 2.58);

   -- $102.8 million class A-2, rated 'AAA' (BL: 40.60, LCR:
      1.80) placed on Rating Watch Negative;

   -- $133.7 million class A-3, rated 'AAA' (BL: 40.56, LCR:
      1.80) placed on Rating Watch Negative;

   -- $92.1 million class A-4 downgraded to 'A+' from 'AAA'
      (BL: 36.84, LCR: 1.64) and placed on 'Rating Watch
      Negative';

   -- $32.9 million class M-1 downgraded to 'A-' from 'AA+'
      (BL: 32.29, LCR: 1.43) and placed on 'Rating Watch
      Negative';

   -- $24.6 million class M-2 downgraded to 'BBB' from 'AA'
      (BL: 28.73, LCR: 1.28) and placed on 'Rating Watch
      Negative';

   -- $15.5 million class M-3 downgraded to 'BBB-' from 'AA-'
      (BL: 26.37, LCR: 1.17) and placed on 'Rating Watch
      Negative';

   -- $13.1 million class M-4 downgraded to 'BB' from 'A+' (BL:
      24.28, LCR: 1.08) and placed on 'Rating Watch Negative';

   -- $12.7 million class M-5 downgraded to 'BB' from 'A' (BL:
      22.24, LCR: 0.99) and placed on 'Rating Watch Negative';

   -- $11.5 million class M-6 downgraded to 'B' from 'A-' (BL:
      20.29, LCR: 0.90) and placed on 'Rating Watch Negative';

   -- $11.1 million class B-1 downgraded to 'B' from 'BBB+'
      (BL: 18.23, LCR: 0.81) and placed on 'Rating Watch
      Negative';

   -- $7.9 million class B-2 downgraded to 'CCC' from 'BBB'
      (BL: 16.66, LCR: 0.74);

   -- $5.9 million class B-3 downgraded to 'CCC' from 'BBB-'
      (BL: 15.48, LCR: 0.69);

   -- $7.9 million class B-4 downgraded to 'CCC' from 'BB+'
      (BL: 14.21, LCR: 0.63).

Deal Summary

   -- Originators: Various;
   -- 60+ day Delinquency: 23.32%;
   -- Realized Losses to date (% of Original Balance): 0.30%;
   -- Expected Remaining Losses (% of Current Balance): 22.51%;
   -- Cumulative Expected Losses (% of Original Balance):
      20.63%.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.

   -- 'Downgrade Criteria for Recent Vintage U.S. Subprime
      RMBS' (Aug. 8, 2007);

   -- 'U.S. Subprime RMBS/HEL Upgrade/Downgrade Criteria'
      (June 12 ,2007).


JAMES GREER: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: James Earl Greer
        1377 Jonesville Highway
        Union, SC 29379

Bankruptcy Case No.: 07-06145

Chapter 11 Petition Date: November 5, 2007

Court: District of South Carolina (Spartanburg)

Debtor's Counsel: Robert H. Cooper, Esq.
                  3523 Pelham Road
                  Suite B
                  Greenville, SC 29615
                  Tel: (864) 271-9911

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 13 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Willard D. Farr                  Junk Yard and         $940,000
2094 Mt. Tabor Church Road       Property
Jonesville, SC 29353

Russ Sanders                     Promissory Note       $428,000
193 Bailey Road
Union,SC 29379

Paul S. Greer                    Junk Yard and 48      $396,000
505 Springdale Drive             acres
Union, SC 29379

Wells Fargo                      First Mortgage on     $362,000
3476 Stateview Boulevard         lake house
Fort Mill, SC 29715

Ray Vinson                       Promissory Note       $312,000
4655 Buffalo-West
Springs Highway

Monty Joe Bogan Sr.              Second Mortgage on     $92,000
120 Oakland Road                 lake house
Union, SC 29379

                                 Mortgage on 106 acres  $88,570
                                 located at

                                 Promissory Note        $86,188

Carol Sailor                     Promissory Note       $180,000

First South Bank                 First mortgage on     $175,000
                                 house

Provident Bank                   Signature loan        $172,000

Temple Car Crushing                                    $130,000

Jimmy Humpries                   Signature Loan        $120,000


Gene R. Gregory                  Co-signed promissory  $117,000
                                 note at bank plus
                                 put up CD's

David H. Ivey                    House and lot         $100,000


JAMES GROCE: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: James David Groce
        fka Three Kings Construction
        39 Independence Trail
        Waco, TX 76708

Bankruptcy Case No.: 07-61086

Chapter 11 Petition Date: November 5, 2007

Court: Western District of Texas (Waco)

Judge: Frank R. Monroe

Debtor's Counsel: John A. Montez, Esq.
                  Montez & Williams, P.C.
                  3809 West Waco Drive
                  Waco, TX 76710
                  Tel: (254) 759-8600
                  Fax: (254) 759-8700

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Security Bank                    Default Judgment      $118,000
c/o David Deaconson
P.O. Box 58
Waco, TX 76703-0058

Fidelity Bank                    Business Debt          $90,000
P.O. Box 5540
Waco, TX 76708

McCoy's                          Business Debt-         $70,000
[no address]                     personal guaranty

Citibank                         Credit Cards           $24,052

American Express                 Credit Cards           $22,879

Jerry Minnicks                   Personal Loan          $20,000

Bank of America                  Credit Cards           $14,809

Chase Credit Card                Credit Cards           $12,041

Discover Card                    Credit Cards            $6,435

Citifinancial Retail Services    Other                   $5,900

Brazos Distributors              Business Debt           $5,800

Ramiro Pena                      Personal Loan           $5,100

Padgitt's                        Business Debt           $1,500

John Malone                                                  $0


JAMES RATHMANN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtors: James T. Rathmann
         Kathy L. Rathmann
         6855 South Tropical Trail
         Merritt Island, FL 32952

Bankruptcy Case No.: 07-05574

Type of Business: The Debtors own, Telluride Enterprises LLC,
                  filed Chapter 11 protection on Oct. 11, 2007
                  (Bankr. M.D. Fla. Case No. 07-04920).

Chapter 11 Petition Date: November 6, 2007

Court: Middle District of Florida (Orlando)

Debtor's Counsel: Frank M. Wolff, Esq.
                  Wolff Hill McFarlin & Herron P.A.
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
iStar Financial Inc.             Business Debt        $14,000,000
180 Glastonbury Boulevard
Glastonbury, CT 06033

Automotive Warranty Services FL  Business Debt           $586,349
P.O. box 70961
Chicago, IL 60673

The Bank Brevard                 Final Judgment          $456,271
300 South Harbor City Boulevard
Melbourne, FL 32901

American Express                 Business Debt           $178,759

Universal Underwriters Group     Business Debt           $175,253

Florida Today                    Business Debt           $166,240

Mercantile Bank                  Personal Guaranty       $153,808
                                 of Business Debt

Central Florida Interconnect     Business Debt           $110,911

Jim Moran & Associates           Business Debt            $64,617

Butler Capital                   Business Debt            $47,183

Resource Life Insurance          Business Debt            $47,065

Clear Channel - Melbourne        Business Debt            $39,257

Enterprise                       Business Debt            $38,387

Richard Torpy & Association      Business Debt            $35,452

Newgen                           Business Debt            $34,582

Bank of America                  Credit Card              $34,554

Scripps Treasure Coast           Business Debt            $26,591

Univision-WVEN-TV                Business Debt            $23,440

American Express Blue            Credit Card              $21,983

Chase - Amazon                   Credit Card              $19,785


JNJ FOUNDATION: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: JnJ Foundation Specialists Inc.
        2520 Jake Drive
        Cumming, GA 30028

Bankruptcy Case No.: 07-22325

Type of Business: The Debtor is a home builder.
                  See http://jnjfs.com/

Chapter 11 Petition Date: November 6, 2007

Court: Northern District of Georgia (Gainesville)

Judge: Robert Brizendine

Debtor's Counsel: Rex Cornelison, Esq.
                  The Cornelison Group, LLC
                  Building D, Suite 1
                  500 Sun Valley Drive
                  Roswell, GA 30076-5636
                  Tel: (770) 587-0082
                  Fax: (770) 587-0089

Total Assets:         $0

Total Debts:  $2,977,888

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
LaFarge                            Trade Credit        $2,310,968
P68 Annex                          Concrete
P.O. Box 102420
Atlanta, GA 30368

Block USA                          Trade Credit          $196,000
P.O. Box 2130
Lawrenceville, GA 30046-2130

Bank of North Georgia                                    $110,000
P.O. Box 1407
Alpharetta, GA 30009

Wachovia Bank, N.A.                                      $100,000

Cemex Mid-Atlantic                 Trade Credit           $52,000

HDS/White Cap Construction Supply  Trade Credit           $36,209

Re-SteelSupply co.                 Trade Credit           $30,840

JRJ Concrete Pumping               Trade Credit           $30,380

DescoSteel Corp.                   Trade Credit           $28,860

Dalaco                             Trade Credit           $25,117

Rangel Concrete LLC                Trade Credit           $12,000

Sprint                             Telephone Services     $11,412

Palmetto Lumber Company            Trade Credit            $7,174

Lanier Tire & Wheel                Trade Credit            $4,163

Stonewall Construction Spec.       Trade Credit            $4,021

B&D Concrete Cutting, Inc.         Trade Credit            $3,751

West GaForm Repair, Inc.           Trade Credit            $3,346

Bolton's Truck Parts               Trade Credit            $2,386

Nugent Rents, Inc.                 Trade Credit            $2,008

Rubbertrax, Inc.                   Trade Credit            $1,833


JOHN KILL: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtors: John P. Kill
         Joan M. Kill
         5548 Naylor Court
         Atlanta, GA 30092
         Tel: (770) 441-7596

Bankruptcy Case No.: 07-78541

Chapter 11 Petition Date: November 5, 2007

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: James L. Paul, Esq.
                  Chamberlain, Hrdlicka, White et al.
                  34th Floor
                  191 Peachtree Street Northeast
                  Atlanta, GA 30303-1410
                  Tel: (404) 659-1410
                  Fax: (404) 659-1852

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


JP MORGAN: Fitch Holds Low-B Ratings on Four Cert. Classes
----------------------------------------------------------
Fitch Ratings upgraded JP Morgan Chase's commercial mortgage pass-
through certificates, series 2003-ML1, as:

   -- $12.8 million class E to 'AAA' from 'AA+';
   -- $23.2 million class F to 'AA-' from 'A+'.

Fitch has also affirmed these classes:

   -- $292.6 million class A-1 at 'AAA';
   -- $387.1 million class A-2 at 'AAA';
   -- Interest only class X-1 at 'AAA';
   -- Interest only class X-2 at 'AAA';
   -- $26.7 million class B at 'AAA';
   -- $10.5 million class C at 'AAA';
   -- $22.1 million class D at 'AAA';
   -- $9.3 million class G at 'A';
   -- $16.3 million class H at 'BBB+';
   -- $10.5 million class J at 'BBB-';
   -- $5.8 million class K at 'BB';
   -- $5.8 million class L at 'B+';
   -- $7 million class M at 'B';
   -- 4.6 million class N at 'B-'.

Fitch does not rate the $12.3 million NR class.

The upgrades reflect the increased credit enhancement levels from
scheduled amortization, a loan pay off, and the additional
defeasance of nine loans (10.6%) since Fitch's last rating action.  
Twenty-three loans (28.3%) have defeased since issuance.  As of
the October 2007 distribution date, the pool's aggregate
certificate balance has decreased 8.9% to $846.7 million from
$929.8 million since issuance.  There are no delinquent or
specially serviced loans.

Fitch reviewed the one shadow rated loan in the pool, the Hyatt
Regency Crystal City (5.6%).  Based on stable performance since
issuance the loan maintains an investment shadow rating. Occupancy
as of June 2007 has improved to 90.9% from 68.1% at issuance.


KENDLE INTERNATIONAL: Earns $3.8 Million for Third Quarter 2007
---------------------------------------------------------------
Kendle International Inc. has reported net service revenues for
third quarter 2007 were $100.1 million, an increase of 33
percent over net service revenues of $75.2 million for third
quarter 2006.  

Income from operations for third quarter 2007 was approximately
$14.2 million, or 14.2 percent of net services revenues.  Net
income was approximately $3.8 million in third quarter 2007
compared to $4.0 million in the third quarter of 2006.

Net service revenues by geographic region for the third quarter
were 51 percent in North America, 41 percent in Europe, 5 percent
in Latin America and 3 percent in the Asia/Pacific region.  The
top five customers based on net service revenues accounted for 24
percent of net service revenues for third quarter 2007 compared
to 30 percent of net service revenues for third quarter 2006.

Interest expense in the third quarter 2007 was approximately
$3.3 million, primarily related to debt incurred to finance
the Charles River acquisition, compared to interest expense of
$2.3 million in third quarter 2006.  

The company's effective tax rate for the quarter was
approximately 25 percent due to the reversal of approximately
$833,000 of tax liabilities as required by FIN 48, "Accounting
for Uncertainty in Income Taxes."  The liabilities were
established as of Jan. 1, 2007, as part of the initial adoption
of FIN 48.  During third quarter 2007, the time period for
assessing tax on these items expired, necessitating the
reversal.

"We are particularly pleased with the strong increase in our
operating margin," noted Candace Kendle, PharmD, Chairman and
Chief Executive Officer.  "We look forward to building on this
momentum to deliver improved value for our shareholders."

New business awards were a record $175 million for third
quarter 2007, which represents an 18 percent increase over the
same quarter last year.  Contract cancellations for the quarter
were approximately $7 million.  Total business authorizations
totaled $831 million at Sept. 30, 2007, up 10 percent from
June 30, 2007, and an all-time company high.

Reimbursable out-of-pocket revenues and expenses were
$42.4 million for third quarter 2007 compared to $21.5 million in
the same quarter a year ago.

Cash flow from operations for the quarter was a positive $13.7
million.  Cash and marketable securities totaled $29.1
million, including $1.2 million of restricted cash.  Days
sales outstanding in accounts receivable were 40 and capital
expenditures for third quarter 2007 totaled $3.4 million.

On July 16, 2007, the company issued $200.0 million in
principal amount of 3.375% Convertible Senior Notes due 2012.
The notes pay interest semiannually.  Approximately $174
million of the net proceeds of the Notes offering was used to
pay down the company's term loan.

                        Nine-Month Results

Net service revenues for the nine months ended Sept. 30, 2007,
were $293.3 million, an increase of 49 percent over net
service revenues of $197.1 million for the nine months ended
Sept. 30, 2006.  Net income per diluted share of $0.83 for the
nine months ended Sept. 30, 2007, includes a charge for
amortization of acquired intangibles related to the August 2006
acquisition of Charles River as well as a charge for the write-
off of deferred financing costs related to the company's term
debt, which was paid off in the third quarter of 2007.
Excluding these items, which are detailed in the Condensed
Consolidated Statements of Income, EPS for the nine months ended
Sept. 30, 2007, was $1.14 per diluted share. Interest expense
in the nine months ended Sept. 30, 2007, was approximately
$12.0 million, primarily related to debt incurred to finance
the Charles River acquisition, compared to interest expense of
$2.4 million in the first nine months of 2006.  EPS for the
nine months ended Sept. 30, 2006, was $0.89 per diluted share.
Excluding the amortization of acquired intangibles, EPS for the
first nine months of 2006 was $0.92 per diluted share.

The company's year-to-date effective tax rate was approximately
32 percent, reflecting the effect of the FIN 48 adjustment in
the third quarter.

Income from operations for the nine months ended Sept. 30, 2007,
was approximately $37.6 million, or 12.8 percent of net
service revenues.  Excluding the amortization charge referenced
above, proforma income from operations was approximately $40.7
million, or 13.9 percent of net service revenues.  Income from
operations for the nine months ended Sept. 30, 2006, was
approximately $21.8 million.  Excluding the amortization
charge in the nine months ended Sept. 30, 2006, proforma income
from operations was $22.5 million, or 11.4 percent of net
service revenues.  Net income for the first nine months of 2007
was approximately $12.3 million compared to net income of
$13.2 million in the first nine months of 2006.  Excluding the
amortization of acquired intangibles and the write-off of
deferred financing costs, net income for the first nine months
of 2007 was $16.9 million, or $1.14 per diluted share.
Excluding the amortization of acquired intangibles in the first
nine months of 2006, net income was $13.6 million, or $0.92
per diluted share.

Net service revenues by geographic region for the nine months
ended Sept. 30, 2007, were 50 percent in North America, 42
percent in Europe, 5 percent in Latin America and 3 percent in
the Asia/Pacific region.  The top five customers based on net
service revenues accounted for 25 percent of net service
revenues for the first nine months of 2007 compared to 29
percent of net service revenues for the first nine months of
2006.

Cash flow from operations for the nine months ended
Sept. 30, 2007, was a positive $38.1 million. Capital
expenditures for the nine-month period totaled $10.8 million.

               Updated Full-Year 2007 Guidance

Kendle also updated full-year 2007 guidance.  Net service
revenue guidance for the full year 2007 is now projected to be
in a range of $390-$400 million.  Operating margin on both a
GAAP and proforma basis remains unchanged from the previous
guidance and is expected to be between 12 and 14 percent and 13
and 15 percent, respectively. Kendle now expects GAAP EPS in the
range of $1.25 to $1.35 and projects proforma EPS to be in
the range of $1.60 to $1.70.

                         About Kendle

Based in Cincinnati, Kendle International Inc. (Nasdaq: KNDL)
-- http://www.kendle.com/-- is a global clinical research
organization and provides Phase II-IV clinical development
services worldwide.  The company's global clinical development
business is focused on five regions - North America, United
Kingdom, Asia/Pacific, Africa and Latin America including
Brazil.

                        *     *     *

The company continues to carry Standard & Poor's B+ long-term
foreign and local issuer credits.  S&P said the outlook is
stable.


KENDLE INTERNATIONAL: Moody's Holds B1 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family Rating
of Kendle International Inc. and withdrew the B1 rating on the
senior secured term loan.  Moody's also changed the rating on the
senior secured revolving credit facility to Ba1 in accordance with
Moody's Loss Given Default Methodology.  

The rating actions follow the company's full repayment of its term
loan primarily with the proceeds from the sale of
$200 million convertible senior unsecured notes.  The outlook for
the ratings is stable.

The B1 Corporate Family Rating is supported by the company's solid
cash flow coverage of debt metrics, and overall favorable trends
in financial strength and revenue diversity since the August 2006
acquisition of CRL Clinical Services, which was the Phase II-IV
business of Charles River Laboratories International Inc.  

The B1 is also supported by Moody's expectation for future revenue
growth, supported by healthy underlying industry demand for
contract research services.  This is balanced, however, by
Kendle's limited scale versus a number of much larger market
participants and a highly competitive environment in which
contract research organizations compete for business awards,
employees and business development opportunities.  The ratings are
also constrained by Moody's expectation for continued acquisition
activity.

Ratings affirmed:

   -- Corporate Family Rating, B1

   -- Speculative Grade Liquidity Rating, SGL-2

Ratings upgraded:

   -- Probability of Default Rating, to B1 from B2

   -- Senior Secured Revolving Credit Facility due 2011, to Ba1
      (LGD1, 4%) from B1 (LGD3, 31%)

Kendle, based in Cincinnati, Ohio, is a global clinical research
organization that delivers integrated clinical research services
on a contract basis to the biopharmaceutical industry.  The
company's services include clinical trial management, clinical
data management, statistical analysis, medical writing and
regulatory consulting, among others.


KLEROS PREFERRED: Moody's Cuts Rating on Class B Notes to B3
------------------------------------------------------------
Moody's Investors Service placed these notes issued by Kleros
Preferred Funding VI Ltd. on review for possible downgrade:

   -- $300,000,000 Class A-1S-2 Second Priority Senior Secured
      Floating Rate Notes due May 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $169,500,000 Class A-1J Third Priority Senior Secured
      Floating Rate Notes due May 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $56,000,000 Class A-2 Fourth Priority Senior Secured
      Floating Rate Notes due May 2047

      Prior Rating: Aa2

      Current Rating: Aa2, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $27,500,000 Class A-3 Fifth Priority Senior Secured
      Deferrable Floating Rate Notes due May 2047

      Prior Rating: A2

      Current Rating: Baa3, on review for possible downgrade

   -- $32,000,000 Class B Sixth Priority Deferrable Senior  
      Secured Floating Rate Notes due May 2047

      Prior Rating: Baa2

      Current Rating: B3, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


LACERTA ABS: Moody's Junks Ratings on $70 Million Secured Notes
---------------------------------------------------------------
Moody's Investors Service placed these notes issued by Lacerta ABS
CDO 2006-1 Ltd. on review for possible downgrade:

   -- $200,000,000 Class A-1 Floating Rate Senior Secured Notes
      Due 2046

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $100,000,000 Class A-2 Floating Rate Senior Secured Notes
      Due 2046

      Prior Rating: Aa2

      Current Rating: Aa2, on review for possible downgrade

In addition Moody's also has downgraded and left on review for
possible downgrade these notes:

   -- $110,000,000 Class B Floating Rate Deferrable Interest
      Secured Notes Due 2046

      Prior Rating: A3

      Current Rating: Baa3, on review for possible downgrade

   -- $80,000,000 Class C Floating Rate Deferrable Interest
      Secured Notes Due 2046

      Prior Rating: Baa3

      Current Rating: Ba2, on review for possible downgrade

   -- $30,000,000 Class D Floating Rate Deferrable Interest
      Secured Notes Due 2046

      Prior Rating: Ba2

      Current Rating: Caa1, on review for possible downgrade

   -- $40,000,000 Class E Floating Rate Deferrable Interest
      Secured Notes Due 2046

      Prior Rating: Ba3

      Current Rating: Caa2, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


LAGUNA SECA: Poor Credit Quality Prompts Moody's Ratings Review
---------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
these notes issued by Laguna Seca Funding I, Ltd.:

   -- $250,000,000 Class A-l VFN Senior Secured Floating Rate
      Notes due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $65,000,000 Class A-2 Senior Secured Floating Rate Notes
      due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $65,000,000 Class A-3 Senior Secured Floating Rate Notes
      due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

Moody's also Downgrades and Places on review for possible
downgrade these notes:

   -- $40,000,000 Class A-4 Senior Secured Floating Rate Notes
      due 2047

      Prior Rating: Aa2

      Current Rating: A2, on review for possible downgrade

   -- $32,000,000 Class B Mezzanine Secured Deferrable Floating
      Rate Notes due 2047

      Prior Rating: A3

      Current Rating: Baa3, on review for possible downgrade

   -- $15,000,000 Class C Mezzanine Secured Deferrable Floating
      Rate Notes due 2047

      Prior Rating: Baa2

      Current Rating: Ba2, on review for possible downgrade

   -- $13,000,000 Class D Mezzanine Secured Deferrable Floating
      Rate Notes due 2047

      Prior Rating: Baa3

      Current Rating: Ba3, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of
residential mortgage backed-securities.


LARRY CATHEY: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Larry Don Cathey
        dba Speegleville Nursery
        dba Waco Woods Recycling and Materials
        130 Dosher Lane
        Waco, TX 76712

Bankruptcy Case No.: 07-61090

Chapter 11 Petition Date: November 6, 2007

Court: Western District of Texas (Waco)

Judge: Frank R. Monroe

Debtor's Counsel: John A. Montez, Esq.
                  Montez & Williams, P.C.
                  3809 West Waco Drive
                  Waco, TX 76710
                  Tel: (254) 759-8600
                  Fax: (254) 759-8700

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Texas First State Bank           Purchase Money      $1,700,000
P.O. Box 2524
Waco, TX 76702

First National Bank of           Co-maker Texas        $622,059
Central Texas                    Tree and
P.O. Box 2662                    Landscape Ltd.
Waco, TX 76702

                                 Guarantor of Texas     $95,000
                                 Tree and
                                 Landscape Ltd.

                                 Home Equity Loan      $244,408

                                 Guarantor - Larry      $23,502
                                 Cathey Jr.

Structural & Steel Products      Business Debt          $60,000
[no address]

Vernon King                      Business Debt          $20,000

Townsend Chemical Division       Business Debt          $20,000

Superior Crushed Stone           Business Debt          $20,000

C.W. Rhodes Electric Inc.        Business Debt          $20,000

John McClaren Chevrolet          Business Debt          $10,198

Sunset Farms Landfill            Business Debt           $8,000

Ratliff Ready Mix                Business Debt           $6,000

Extraco Bank                     Purchase Money          $6,000

Ken Black                        Business Debt           $5,585

No Digtec LLC                    Business Debt           $5,346

AT&T Mobility                    Business Debt           $5,080

Starbrite Electric Inc.          Business Debt           $5,000

Skinner Nurseries                Business Debt           $5,000


LAZARD LTD: Sept. 30 Balance Sheet Upside-Down by $74.5 Million
---------------------------------------------------------------
Lazard Ltd reported last week financial results for the third
quarter and nine months ended Sept. 30, 2007.

The company's consolidated balance sheet at Sept. 30, 2007, showed
$3.51 billion in total assets, $3.54 billion in total liabilities,
and $49.0 million minority interest, resulting in a $74.5 million
total shareholders' deficiency.

Net income increased 206% to $40.3 million for the 2007 third
quarter, compared to $13.2 million for the 2006 third quarter.

For the third quarter of 2007, income before minority interest in
net income increased to $90.3 million, compared to $39.0 million  
for the third quarter of 2006.  Operating income increased 141% to
$118.6 million for the third quarter of 2007, compared to
$49.2 million for the third quarter of 2006.

Net revenue was $542 million for the three month period ended
Sept. 30, 2007, up $244 million, or 82%, versus net revenue of
$298 million in the corresponding period in 2006.  

During the 2007 period, fees from investment banking and other
advisory activities were $370 million, an increase of
$187 million, or 102%, versus fees of $183 million in the
corresponding period in 2006.  Money management fees for the three
month period ended Sept. 30, 2007, were $164 million, an increase
of $48 million, or 42%, versus $116 million in the corresponding
period in 2006.  

Net income increased 70% to $95.9 million for the first nine
months of 2007, compared to $56.4 million for the first nine
months of 2006.  

Income before minority interest in net income increased to
$220.4 million for the first nine months of 2007 from
$167.2 million for the first nine months of 2006.  Operating
income increased 35% to $286.0 million for the first nine months
of 2007, compared to $212.0 million for the same period in 2006.

Net revenue increased to $1.33 billion for the first nine months
of 2007 compared to $1.02 billion for the first nine months of
2006.

During the 2007 period, fees from investment banking and other
advisory activities were $813 million, an increase of
$157  million, or 24%, versus fees of $656 million in the
corresponding period in 2006.  Money management fees were
$449 million, an increase of $102 million, or 29%, versus
$347 million in the corresponding period in 2006.

"Our Financial Advisory and Asset Management businesses each
achieved record outcomes," said Bruce Wasserstein, chairman and
chief executive officer of Lazard Ltd.  "The results underscore
our differentiated strategy and simple business model.  We are an
intellectual capital business focused on providing premium advice
and asset management.  Our diversity by geography, industry and
client base contributes to our success, as does the breadth of our
advisory practice.  For example, we advised the UAW in its
negotiations with the automakers regarding retiree health care
obligations.  As we pointed out last quarter, we have limited
exposure to the volatile credit market environment.  We are not in
the sub-prime business, are not a public hedge fund nor do we have
any SIVs.  We don't have a significant principal trading book or
hanging bridge loans.  We believe our exposure to a softening of
leveraged buyouts is limited."

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?250b

                        About Lazard Ltd.

Lazard Ltd. (NYSE:LAZ) -- http://www.lazard.com/-- is a    
financial advisory and asset management firm.  The company
operates from 35 cities across 17 countries in North America,
Europe, Asia, Australia and South America.  With origins dating
back to 1848, the firm provides advice on mergers and
acquisitions, restructuring and capital raising, as well as asset
management services to corporations, partnerships, institutions,
governments, and individuals.


LEAR CORP: Earns $41 Million in Third Quarter Ended Sept. 29
------------------------------------------------------------
Lear Corporation reported Tuesday financial results for the third
quarter of 2007.

Lear reported net income of $41.0 million for the third quarter of
2007.  This compares with a net loss of $74.0 million for the
third quarter of 2006.

For the third quarter of 2007, Lear reported net sales of
$3.6 billion and pretax income of $60.1 million, including
restructuring costs of $37.3 million and other special items of
$8.0 million.  For the third quarter of 2006, Lear reported net
sales of $4.1 billion and a pretax loss of $65.9 million,
including restructuring costs and other special items of
$46.1 million.

Income before interest, other expense, income taxes, restructuring
costs and other special items was $170.4 million for the third
quarter of 2007.  This compares with net sales of $3.3 billion and
core operating earnings of $100.1 million, excluding the divested
Interior business, for the third quarter of 2006.

"Our financial performance continued to improve in the third
quarter as the benefits from on-going operational efficiencies,
our global restructuring initiative and new business favorably
impacted our bottom line," said Bob Rossiter, Lear chairman, chief
executive officer and president.  "Our focus going forward is to
continue to provide superior quality products and services, while
we work to further strengthen and profitably grow our core
seating, electrical distribution and electronic businesses."

Net sales in core businesses were up from the prior year,
primarily reflecting the addition of new business outside of North
America and favorable foreign exchange, offset in part by
unfavorable platform mix in North America.  Operating performance
improved from the year-earlier results, reflecting the company's
cost improvement actions and restructuring initiative, as well as
benefits from new business outside of North America.

In the seating segment, operating margins improved, reflecting
favorable cost performance from restructuring and ongoing
efficiency actions, selective vertical integration and the benefit
of new business globally.  In the electrical and electronic
segment, operating margins declined, reflecting unfavorable net
pricing and the roll-off of several key programs in North America.

Free cash flow in the third quarter of 2007 was $90.8 million as
compared to negative $48.2 million in the third quarter of 2006.
The improvement reflects primarily the divestiture of the Interior
business and an improvement in core operating earnings.  Net cash
provided by operating activities was $62.0 million in the third
quarter of 2007 as compared to net cash used by operating
activities of $8.1 million in the third quarter of 2006.

At Sept. 29, 2007, the company's consolidated balance sheet showed
$7.94 billion in total assets, $7.01 billion in total liabilities,
and $932.7 million in total shareholders' equity.

                     Full-Year 2007 Outlook

The outlook excludes results for the divested Interior business
for the full year.  On this basis, Lear expects 2007 net sales of
approximately $15 billion. This is unchanged from the prior
outlook.  Lear now anticipates 2007 core operating earnings in the
range of $680 million.  This is up from the last full-year
outlook, reflecting lower production risk and more favorable
operating performance.

Restructuring costs in 2007 are estimated to be about
$125  million.

Interest expense is estimated to be approximately $200 million.
Pretax income before restructuring costs and other special items
is estimated in the range of $430 million.  Tax expense is
expected to be approximately $135 million, depending on the mix of
earnings by country.

Capital spending in 2007 is estimated at approximately $200
million, down $35 million from the prior outlook, reflecting
primarily program timing and spending efficiencies.  Depreciation
and amortization expense is estimated at about $300 million.  Free
cash flow is expected to be positive at about $350 million for the
year.  This is up from the prior outlook, reflecting higher
earnings and lower capital spending.

Key assumptions underlying Lear's full-year 2007 financial outlook
include expectations for industry vehicle production of
approximately 15.0 million units in North America and 19.7 million
units in Europe.  In addition, the company is assuming an exchange
rate of $1.35/Euro.
                
                        About Lear Corp.

Based in Southfield, Michigan, Lear Corporation (NYSE: LEA) --
http://www.lear.com/-- supplies automotive seating systems,  
electrical distribution systems and electronic products.  Lear's
world-class products are designed, engineered and manufactured by
a diverse team of more than 90,000 employees at 236 facilities in
33 countries.  Lear's headquarters are in Southfield, Michigan.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 4, 2007,
Moody's Investors Service affirmed Lear Corporation's Corporate
Family Rating of B2 with a stable outlook.  Ratings on the
company's term loan of B2 and on its unsecured notes of B3 were
similarly affirmed but with slight revisions to their respective
LGD point estimates.  

As reported in the Troubled Company Reporter on July 26, 2007,
Standard & Poor's Ratings Services raised its corporate credit
rating on Lear Corp. to 'B+' from 'B' and removed the ratings from
CreditWatch with positive implications where they were placed on
July 17, 2007.  The outlook is negative.


LESLIE JOHNSON: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Leslie K. Johnson
        Box 383 Dunham Avenue
        Eagles Mere, PA 17731

Bankruptcy Case No.: 07-52880

Chapter 11 Petition Date: November 5, 2007

Court: Middle District of Pennsylvania (Wilkes-Barre)

Judge: John T. Thomas

Debtor's Counsel: John H. Doran, Esq.
                  Doran Nowalis and Doran
                  69 Public Square, Suite 700
                  Wilkes-Barre, PA 18701
                  Tel: (570) 823-9111
                  Fax: (570) 829-3222

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


LEVITT CORP: Investors See Homebuilding Unit Filing for Bankruptcy
------------------------------------------------------------------
Some Levitt Corp. shareholders believe the company's homebuilding
unit, Levitt & Sons LLC, will soon file for bankruptcy protection
after defaulting on several loan agreements, Kemba J. Dunham of
The Wall Street Journal reports.

According to the shareholders, the parent company wouldn't be
affected should the unit files for bankruptcy stating that
without its unit weighing it down, Levitt Corp. would be free to
focus on its other ventures, WSJ relates.

It may look like a good opportunity for investors, however, "[t]he
parent company should retain plenty of liquidity" when that event
occurs, Eric Landry, an analyst at Morningstar Inc., was cited by
WSJ as saying.

As reported in the Troubled Company Reporter on Oct. 26, 2007,
Levitt and Sons received separate notices of default from Wachovia
Bank N.A. and KeyBank National Association.

                   Wachovia Notices of Default

Wachovia had issued Levitt and Sons notices of defaults with
respect to three separate loan facilities.

The first notice of default from Wachovia relates to a
$125,000,000 loan made by Wachovia to Levitt and Sons.  The
proceeds of the loan were utilized to fund land acquisition,
development and construction.  

The second Wachovia notice of default relates to a $30,000,000
construction loan made by Wachovia to Levitt and Sons and its
wholly owned subsidiaries, Bellaggio by Levitt and Sons LLC and
Levitt and Sons of Manatee County LLC.  The proceeds of this loan
were utilized to fund land acquisition, development and
construction.

The third Wachovia notice of default relates to a $26,500,000 loan
made by Wachovia to Levitt and Sons and its wholly owned
subsidiary, Levitt and Sons at World Golf Village, LLC.  The
proceeds of this loan were utilized to fund land acquisition,
development and construction.

                     KeyBank Notice of Default

KeyBank issued Levitt and Sons a notice of default regarding a
$125,000,000 Revolving Land Acquisition, Development and
Residential Construction Borrowing Base Facility.  At Sept. 30,
2007, $95,232,781 was outstanding under the facility.  Amounts
outstanding are guaranteed by certain of Levitt and Sons'
subsidiaries.  The event of default stated in the notice was the
failure to pay interest when due. KeyBank has demanded payment of
all outstanding and delinquent amounts by Oct. 25, 2007.

                        Two More Defaults

In addition, although they have not received any other formal
notices of default, Levitt and Sons and its subsidiaries are also
not in compliance with their obligations under loan facilities
with Bank of America and Regions Bank.

According to George P. Scanlon, Levitt Corporation's chief
financial officer, Levitt and Sons failed to make required
payments and/or maintain required development activity under the
loans.

Proceeds from both loans were utilized to fund land acquisition,
development and construction at various of Levitt and Sons'
projects in Florida and Tennessee, he said.  

                  Unit Mulls Talks with Lenders

Mr. Scanlon noted that Levitt and Sons is not currently in a
position to cure any defaults which may arise, however, it is
pursuing negotiations with its principal lenders to obtain
meaningful concessions or agreements to restructure its
outstanding indebtedness and has ceased making interest payments
as of Oct. 10, 2007.  

Levitt Corporation has also previously indicated that it would not
make any additional material advances to Levitt and Sons unless
Levitt and Sons obtains acceptable concessions or restructuring
agreements with its principal lenders, Mr. Scanlon added.

The company warned that the defaults, if not addressed, would
entitle the respective lenders to exercise any and all remedies
available to them under the respective loan documents, including,
without limitation, acceleration of the entire amount of the
respective loans, commencement of foreclosure proceedings against
the assets securing the respective loans and other appropriate
action against the respective borrowers and guarantors.

                       About Levitt Corp.

Fort Lauderdale, Fla.-based, Levitt Corp. --
http://www.levittcorporation.com/-- together with its   
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, Homebuilding and Land.  The
Homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The Land division engages in the development of
master-planned communities in Florida and South Carolina.  It
engages in the acquisition of large tracts of raw land; planning,
entitlement, and infrastructure development; the sale of entitled
land and/or developed lots to homebuilders and commercial,
industrial, and institutional end-users; and the development and
leasing of commercial space to commercial, industrial, and
institutional end-users.


LEVITZ HOME: May File Chapter 11 Petition This Week, Sources Say
----------------------------------------------------------------
Levitz Home Furnishings Inc. could file for chapter 11 protection
for the third time within this week unless the company finds a
buyer or secure additional financing soon, Clint Engel of
Furniture Today reports, citing sources familiar with the matter.

Levitz, Furniture Today's sources relate, has used up the cash
invested by its new owners, Prentice Capital Management and Great
American Group.

Late last month, more than four suppliers ceased to send items and
withdrew the credit line granted to Levitz, the report adds.

Larry Zigerelli, chairman and chief executive officer of the
retailer was not available for a comment, the report says.

Headquartered in Woodbury, New York, Levitz Home Furnishings Inc.
-- http://www.levitz.com/-- was in the business of retailing
furniture in the United States.  The company and 12 affiliates
filed for chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y.
Lead Case No. 05-45189).  On Dec. 21, 2006, six of the cases were
dismissed.  The remaining debtors are Levitz Home Furnishings
Inc.; Levitz Furniture Company of the Midwest Inc.; Levitz
Furniture Company of Washington Inc.; Levitz Furniture
Corporation; Levitz Furniture LLC; Seaman Furniture Company Inc.;
and Seaman Furniture Company of Pennsylvania, Inc.

Nicholas M. Miller, Esq., and  Richard H. Engman, Esq., at Jones
Day represent the Debtors.  Jeffrey L. Cohen, Esq., Jay R. Indyke,
Esq., and Cathy Hershcopf, Esq., at Cooley Godward Kronish LLP
serve as counsel to the Official Committee of Unsecured Creditors.  
When the Debtors filed for protection from their creditors, they
reported $245 million in assets and $456 million in debts.


LIBERTAS PREFERRED: Moody's Junks Rating on $10.5MM Class F Notes
-----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Libertas
Preferred Funding II Ltd. on review for possible downgrade:

   -- $325,000,000 Class A-1 Senior Secured Floating Rate Notes
      Due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $73,000,000 Class A-2 Senior Secured Floating Rate Notes
      Due 2047

      Prior Rating: Aaa

      Current Rating: A2, on review for possible downgrade

   -- $23,000,000 Class B Senior Secured Floating Rate Notes
      Due 2047

      Prior Rating: Aa2

      Current Rating: Baa2, on review for possible downgrade

   -- $29,500,000 Class C Mezzanine Secured Floating Rate Notes
      Due 2047

      Prior Rating: A2

      Current Rating: Ba2, on review for possible downgrade

   -- $13,500,000 Class D Mezzanine Secured Floating Rate Notes
      Due 2047

      Prior Rating: Baa2

      Current Rating: B1, on review for possible downgrade

   -- $9,000,000 Class E Mezzanine Secured Floating Rate Notes
      Due 2047

      Prior Rating: Baa3

      Current Rating: B2, on review for possible downgrade

   -- $10,500,000 Class F Mezzanine Secured Floating Rate Notes
      Due 2047

      Prior Rating: Ba2

      Current Rating: Caa1, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


LIONEL LLC: Exclusive Plan Filing Period Extended to December 17
----------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York further extended Lionel LLC and its debtor-affiliates'
exclusive periods to:

   a. file a Chapter 11 plan until Dec. 17, 2007; and

   b. solicit acceptances of that plan until Feb. 15, 2008.

The Debtors remind the Court that this is their sixth request for
extension.  The Debtors' exclusive period to file a plan expired
on Oct. 16, 2007.

The Debtors state that they need more time to resolve disputed,
contingent and unliquated claims of Mike Train House and to obtain
sufficient exit financing and new equity investment to make all of
the distribution described by their plan.

The Debtors had filed an amended disclosure statement describing
their amended joint plan of reorganization, which was reported in
the Troubled Company Reporter on Oct. 18, 2007.  

The Debtors say that the plan, if confirmed, will provide full
payment, in cash, of all allowed claims together with postpetition
interest -- including its competitor and judgement creditor Mike
Train's claims.

                       About Lionel LLC

Headquartered in Chesterfield, Michigan, Lionel LLC --
http://www.lionel.com/-- markets model train products, including   
steam and die engines, rolling stock, operating and non-operating
accessories, track, transformers and electronic control devices.
The Company and its affiliate, Liontech Company, filed for chapter
11 protection on Nov. 15, 2004 (Bankr. S.D.N.Y. Case Nos.
04-17324 and 04-17324).  Adam C. Harris, Esq., Abbey Walsh, Esq.,
and Adam L. Hirsch, Esq., at Schulte Roth & Zabel LLP; Dale
Cendali, Esq., at O'Melveny & Myers LLP; and Ronald L. Rose, Esq.,
at Dykema Gossett PLLC, represent the Debtors.  Houlihan Lokey
Howard & Zukin Capital, L.P. and Ernst & Young LLP are the
Debtors' financial advisors.  Kurtzman Carson Consultants LLC acts
as the Debtors' noticing and claims agent.  As of May 31, 2007,
the Debtor disclosed total assets of $39,161,000 and total debts
of $62,667,000.

Alan D. Halperin, Esq., at Halperin Battaglia Raicht, LLP,
represents the Official Committee of Unsecured Creditors.  FTI
Consulting, Inc., is the Committee's financial advisor.


MASTEC INC: Posts $32.1 Million Net Loss in Quarter Ended Sept. 30
------------------------------------------------------------------
MasTec Inc. disclosed Tuesday results of its operations for the
third quarter ended Sept. 30, 2007.

The company reported a net loss of $32.1 million on revenue of
$266.9 million in the third quarter ended Sept. 30, 2007, compared
with a net loss of $7.6 million on revenue of $252.2 million in
the same quarter last year.

The company reported that income from continuing operations, on a
pro forma basis before legacy legal issues and other charges, was
$12.4 million for the quarter ended Sept. 30, 2007.  This compares
with income from continuing operations of $14.3 million in the
prior year quarter.  This pro forma income in the third quarter of
2007 does not include a charge of $39.1 million primarily related
to the acceleration of closure on various legacy legal claims,
cases and other disputes.  When including these charges, the
company reported a quarterly loss from continuing operations of
$26.7 million.

For 2006 and 2007, the company recently estimated that it would
spend over $20 million on outside legal fees and expenses, with
inadequate or unsatisfactory progress in many cases.  As a result,
MasTec's senior management recently announced that it has made a
significant shift in strategy regarding these older cases, claims
and other disputes.  

The shift in strategy is to accelerate closure of many of the
older legal cases, claims, and other disputes, while protecting
the economic interests of the company and its shareholders and
allowing management to focus on growing and improving the
business.  Most of the legacy litigation relates to the years 2001
through 2005 and generally does not involve current customers.  As
a part of this change in strategy, the $39.1 million charge in the
third quarter includes an estimated settlement amount of
$9.0 million related to the wage and hour lawsuit settlement
announced on Oct. 26, and additional charges primarily related to
certain legacy litigation, claims and other disputes.

Operating cash flow for the nine months ended Sept. 30, 2007, was
$44 million, up 83% from the same period in 2006.  Additionally,
MasTec had liquidity, defined as availability under its credit
facility plus unrestricted bank cash, of $151 million at Sept. 30,  
2007 compared with $112 million at Sept. 30, 2006.

Jose R. Mas, MasTec's president and chief executive officer,
commented, "We are positioning the company to focus on the
important opportunities ahead of us.  By getting the older legacy
legal issues behind us, we can focus management on growing and
improving our core businesses."
    
Mr. Mas added, "We dedicated a significant amount of resources in
the last few months to expanding our install-to-the-home workforce
and operational capabilities for our largest customer.  We
recently hired approximately 1,700 new technicians and are poised
to continue our growth with this important customer.  We currently
have a number of third-party service providers in many of the
markets we serve, which were brought in to meet the accelerating
demand, and we are in the process of regaining these markets."

At Sept. 30, 2007, the company's consolidated balance sheet showed
$707.0 million in total assets, $400.8 million in total
liabilities, and $306.2 million in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?250c

                        About MasTec Inc.

Headquartered in Coral Gables, Florida, MasTec Inc. (NYSE: MTZ) --
http://www.mastec.com/-- is a specialty contractor operating   
mainly throughout the United States across a range of
industries.  The company's core activities are the building,
installation, maintenance and upgrade of communication and utility
infrastructure systems.

                          *     *     *

Moody's Investor Service placed MasTec Inc.'s probability of
default rating at 'Ba3' in September 2006.  The rating still holds
to date with a stable outlook.


MATTRESS GALLERY: Section 341(a) Meeting Slated for December 5
--------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, scheduled
a meeting of creditors of Gallery Corp. dba Mattress Gallery on
Dec. 5, 2007, 10:00 a.m., at Room 2112, 2nd Floor, J. Caleb Boggs
Federal Building, in Wilmington, Delaware.

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 the
one opportunity in a bankruptcy proceeding 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.

Headquartered in Commerce, California, Gallery Corp. dba Mattress
Gallery filed for Chapter 11 protection on Nov. 1, 2007 (Bankr. D.
Del. Case No. 07-11628). Donald J. Detweiler, Esq., and Sandra
G.M. Selzer, Esq., at Greenberg Traurig, LLP, represent the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets and debts
between $1 million and $100 million.


MATTRESS GALLERY: Wants December 15 Set as General Claims Bar Date
------------------------------------------------------------------
Gallery Corp. dba Mattress Gallery asks the U.S. Bankruptcy Court
for the District of Delaware to establish:

   * Dec. 15, 2007, 4:00 p.m. Eastern Time, as the deadline for
     creditors to file proofs of claims against the Debtor that
     arose prior to the November 1 Petition Date, and as
     deadline to file requests for the allowance of
     administrative expense claims accruing after the Petition
     Date; and

   * April 29, 2008, 4 p.m. Eastern Time as the as the deadline
     for governmental units to file proofs of claims for unpaid
     taxes that arose from prepetition tax years or prepetition
     transactions to which the Debtors were a party.  

The Debtor proposes that a creditor must file a proof of claim for
any claim relating to the Debtor's rejection of any executory
contract or unexpired lease by either the later of the general bar
date; 30 days after the entry of a Court order authorizing the
rejection; any other date as the Court may fix in the order
authorizing the rejection.

Sandra G.M. Selzer, Esq., at Greenberg Traurig LLP, tells the
Court that the Debtor anticipates that its Chapter 11 case will
move promptly toward the confirmation of a plan.  In order to
facilitate the confirmation and implementation of the plan that
the Debtor will propose, the Debtor must be able to ascertain the
full nature, extent and scope of the claims that will be asserted
against it and its estate in this Chapter 11 case, Ms. Selzer
relates.

A hearing to consider the request has been set for Nov. 21, 2007,
10:00 a.m. (Eastern Time), before the Honorable Kevin Gross at 824
Market Street, 6th Floor, Courtroom No. 3 in Wilmington, Delaware.

Objections must be filed with the Court on or before Nov. 16,
2007, 4 p.m. (Eastern Time).

Headquartered in Commerce, California, Gallery Corp. dba Mattress
Gallery filed for Chapter 11 protection on Nov. 1, 2007 (Bankr. D.
Del. Case No. 07-11628). Donald J. Detweiler, Esq., and Sandra
G.M. Selzer, Esq., at Greenberg Traurig, LLP, represent the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets and debts
between $1 million and $100 million.


MATTRESS GALLERY: Wants Until December 17 to File Schedules
-----------------------------------------------------------
Gallery Corp. dba Mattress Gallery asks the U.S. Bankruptcy Court
for the District of Delaware to extend, until Dec. 17, 2007, the
time within which it must file its schedules of assets and
liabilities, schedule of executory contracts and unexpired leases,
and statement of financial affairs.

Sandra G.M. Selzer, Esq., at Greenberg Traurig LLP, tells the
Court that the Debtor needs more time to collect, compile, review
and prepare the information necessary to complete the Schedules
given the critical matters which the Debtor is currently dealing.

A hearing to consider the Debtor's request is set for Nov. 21,
2007, 10:00 a.m., at 824 Market Street, 6th Floor, Courtroom No.
3, in Wilmington, Delaware.

Objections must be filed with the Court on or before Nov. 16,
2007, 4 p.m. (Eastern Time).

Headquartered in Commerce, California, Gallery Corp. dba Mattress
Gallery filed for Chapter 11 protection on Nov. 1, 2007 (Bankr. D.
Del. Case No. 07-11628). Donald J. Detweiler, Esq., and Sandra
G.M. Selzer, Esq., at Greenberg Traurig, LLP, represent the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets and debts
between $1 million and $100 million.


MBS MANAGEMENT: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: M.B.S. Management Services, Inc.
             One Galleria Boulevard, Suite 1950
             Metairie, LA 70001

Bankruptcy Case No.: 07-12151

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Northcastle, Ltd.                          07-12152
        M.B.S.-Woodland Hills, Ltd.                07-12153
        M.B.S.-The Windward, Ltd.                  07-12155
        M.B.S.-The Leeward, Ltd.                   07-12156
        M.B.S.-Serrano, Ltd.                       07-12157
        M.B.S.-Fountains of Tomball, Ltd.          07-12158
        M.B.S.-Country Village, Ltd.               07-12154

Type of Business: The Debtors are real estate agents and managers.

Chapter 11 Petition Date: November 5, 2007

Court: Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Debtors' Counsel: Tristan E. Manthey, Esq.
                  Heller, Draper, Hayden, Patrick & Horn
                  650 Poydras Street, Suite 2500
                  New Orleans, LA 70130
                  Tel: (504) 568-1888
                  Fax: (504) 522-0949

                        -- and --

                  William E. Steffes, Esq.
                  Steffes Vingiello & McKenzie, L.L.C.
                  13702 Coursey Boulevard, Building 3
                  Baton Rouge, LA 70817
                  Tel: (225) 751-1751
                  Fax: (225) 751-1998

                           Estimated Assets       Estimated Debts
                           ----------------       ---------------
M.B.S. Management          $1 Million to          $1 Million to
Services, Inc.             $100 Million           $100 Million


Northcastle, Ltd.          $1 Million to          $1 Million to
                           $100 Million           $100 Million

M.B.S.-Woodland Hills,     $1 Million to          $1 Million to
Ltd.                       $100 Million           $100 Million

M.B.S.-The Windward,       $1 Million to          $1 Million to
Ltd.                       $100 Million           $100 Million

M.B.S.-The Leeward, Ltd.   $1 Million to          $1 Million to
                           $100 Million           $100 Million

M.B.S.-Serrano, Ltd.       $1 Million to          $1 Million to
                           $100 Million           $100 Million

M.B.S.-Fountains of        $1 Million to          $1 Million to
Tomball, Ltd.              $100 Million           $100 Million

M.B.S.-Country Village,    $1 Million to          $1 Million to
Ltd.                       $100 Million           $100 Million

Gillespie Acquisition,     $1 Million to          $1 Million to
                           $100 Million           $100 Million

A.F.M. 711, Inc.           $100,000 to            $1 Million to
                           $1 Million             $100 Million

A.F.M. 717, Inc.           Less than              $1 Million to
                           $10,000                $100 Million

Debtor's Consolidated List of their 14 Largest Unsecured
Creditors:

   Entity                      Claim Amount
   ------                      ------------
Wilmar                         $100,000
200 East Park Drive
Mount Laurel, NJ 08054

A.I.G. Insurance               $95,000
P.O. Box 409
Parsippany, NJ 07054-0409

C.P.S. Energy                  $70,000
7000 San Pedro
San Antonio, TX 78216

Precision Landscaping          $65,000

Waste Management               $62,000

Marvin Poer                    $60,000

Gratr Landscapes               $60,000

Signature Landscaping          $45,000

Constellation New Energy       $30,000

Davis Brown Law Firm           $30,000

Jackson Lewis Law Firm         $30,000

Eggleston & Brisco Law Firm    $21,000

Jr. Remodeling & Paint         $16,000
International

W.L.S. Landscaping             $26,000


MCMORAN EXPLORATION: Moody's Puts Corporate Family Rating at B3
---------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating to
McMoRan Exploration Co., an SGL-3 speculative grade liquidity
rating and, under its Loss Given Default Methodology, a Caa1 (LGD
5; 77%) rating to MMR's pending $400 million offering of 7-year
senior unsecured notes and a B3 Probability of Default Rating.

MMR is a small exploration and production firm.  Its core area of
operations is Gulf of Mexico.  Moody's does not rate its $700
million senior first secured 5-year bank revolver.  The revolver
commitment declines quarterly to $400 million by year-end 2008.  
Along with proceeds from recent $201.5 million common stock and
$225 million convertible preferred offerings, note proceeds will
repay a 7-year $800 million unsecured bridge loan.  The rating
outlook is stable.

The bridge loan partially funded MMR's Aug. 6, 2007 $1.08 billion
all-cash acquisition of Newfield Exploration's reported 321 mmcfe
(53.5 mmboe) of GOM proven natural gas and oil reserves, 1.25
million gross lease acres (0.5 million net), and a 50% interest in
Newfield's deep and ultra-deep horizon GOM drilling program.  MMR
also assumed in excess of
$200 million of plugging and abandonment liabilities associated
with the Newfield properties.  After the debt and stock offerings
we believe revolver borrowings will approximate somewhat over $300
million.  The Newfield properties include all of its extensive GOM
shelf oil and gas properties and production infrastructure.

The ratings are restrained by MMR's very high leverage on
reserves; the heightened risk to debt holders from the small scale
of its currently producing reserves; the very short reserve life
of MMR's currently producing reserves; MMR's high reserve
replacement costs and heavy capital requirements to sustain its
production; high assumed plugging and abandonment liability costs;
the high risk and cost of MMR's deep drilling program,
particularly at a time of high leverage; and volatile natural gas
prices.

The ratings are supported by MMR's larger scale, management's long
history in the geology of the comparatively shallow as well as
deeper geologic horizons and structures under the GOM shelf; high
cash flows on current production with which to endeavor to cover
sustaining capital spending and reduce debt; MMR's relatively
large post-acquisition acreage, inventory, and surface
infrastructure in the GOM; the addition of much of Newfield's
talented technical staff to MMR's smaller team; and MMR's
intention for substantial debt reduction over the next two years,
assuming production, prices, and cash flows permit that action.

Negative aspects of MMR's reserve profile include its very low
proportion of proven developed producing reserves, particularly
short PDP reserve life of 1.2-years, and short proven developed
reserve life of roughly 4 years.  Accordingly, the very high
percent of reserves in the proven developed behind pipe (PDBP;
38%), proven developed shut in (PDSI; 7%), and proven undeveloped
(PUD; 25%) injects considerable reservoir uncertainty, production
risk, and proportionally very large future capital spending needs
into MMR's reserve base.

Taken together, this means that MMR carries very high leverage on
each PDP, PD, and total proven reserves (loaded for future SFAS 69
capital spending needed to take the 70% of MMR's of reserves that
are non-producing to production).  MMR will face constant high
drilling and development capital outlays to offset steep
production decline, constant pressure for drilling success in both
its shallow horizon drilling program and its high cost, complex,
high risk deep horizon drilling programs, and resulting high risk
to production and cash flow trends.

Newfield's GOM properties more than quadrupled MMR's acreage,
reserves and production and has built one of the largest
exploration acreage positions in on the GOM continental shelf.
This augments its ability to pursue a far wider variety and
quality range of shallow horizon, deep horizon, and ultra-deep
horizon natural gas opportunities on the continental shelf.  The
properties averaged about 241 mcfe per day of production in third
quarter 2007.

The acquisition boosted proven reserves from 76 Bcfe to 409 Bcfe,
pro-forma third quarter production to 278 mmcfe per day, it
complements MMR's deep gas exploration portfolio, and it brings to
MMR Newfield's technical team.

MMR is also pursuing an offshore liquefied natural gas re-
gasification project that has received necessary Maritime
Administration permitting but is in very early stages of pre-
commercial development.  If that potential $1.4 billion project
proceeds ($800 million for regasification and $600 million for
development of natural gas salt dome capacity and related
infrastructure), MMR would seek to fund it non-recourse.

Granting 50% equity credit to MMR's new convertible preferred
stock, MMR will carry leverage of over $20/boe on proven PD
reserves, over $24/boe of debt plus SFAS 69 capital spending needs
on proven reserves, and over $50/boe of debt on PDP reserves.  
Pro-forma capitalization would include over $300 million of
secured bank revolver debt, $400 million in 7-year senior
unsecured notes, $216 million in two series of convertible notes,
$225 million of mandatorily convertible preferred stock, and about
$100 million of book equity.

Pro-forma EBITDA for the twelve months ending Sept. 30, 2007 was
$512 million, pro-forma annual interest expense and convertible
preferred dividends would exceed $90 million, and MMR's sustaining
capital spending exceeds $400 million (pro-forma three year
average reserve replacement costs times annualized third quarter
pro-forma production) unless replacement costs can be reduced.  
MMR believes the prospectivity of the Newfield properties and its
reported recent deep drilling activity will enable it to
considerably reduce those costs, which is critical to MMR's credit
accretion.

Moody's does not envision ratings upside in the foreseeable
future.  It is likely that it would take all of 2008 to assess
MMR's ability to replace production with sufficiently low capital
spending to leave enough cash flow for substantial debt reduction.  
By 2009, MMR would need to have demonstrated substantially lower
reserve replacement costs, steady production, and over
$300 million of debt reduction.  

The ratings would be pressured by materially lower production,
lower prices, an inability to sufficiently reduce high finding and
development costs, and/or an inability to reduce debt.

The Newfield assets were merged into MMR's wholly owned
subsidiary, McMoRan Oil & Gas LLC which guarantees the notes.
While the bank revolver is located at the subsidiary MOXY level,
the upstream guarantee mitigates structural subordination to the
revolver.

McMoRan Exploration Co. is headquartered in New Orleans,
Louisiana.


MEDFORD CROSSINGS: Court Approves Obermayer Rebmann as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave  
Medford Crossings North LLC and its debtor-affiliates permission
to employ Obermayer Rebmann Maxwell & Hippel LLP as their
bankruptcy counsel.

Obermayer will:

   a. provide the Debtors with legal advice respecting to their
      powers and duties;

   b. assist in the preparation of any legal papers for the
      Debtors;

   c. perform all other legal services for the Debtors which may
      be necessary; and

   d. assess the Debtors' ability to confirm plans of
      reorganization.

The Debtors will pay Obermayer at the billing rates of $325 to
$525 per hour for attorneys and $90 per hour for paralegals
depending upon the level of seniority of the individual performing
the service.

The Debtors assure the Court that Obermayer does not presently
represent any other party-in-interest or hold an interest adverse
to the Debtors.

The firm can be reached at:

             Edmond M. George, Esq.
             Obermayer, Rebmann, Maxwell & Hippel LLP
             1617 J.F.K. Boulevard, Suite 1900
             Philadelphia, PA 19103
             Tel: (215) 665-3140
             Fax: (215) 665-3165
             http://www.obermayer.com/

Cherry Hill, New Jersey-based Medford Crossings North LLC develops
real estate and has a project at 281-acre lot in Medford, New
Jersey.  The Debtor and nine debtor-affiliates filed for chapter
11 protection on Oct. 17, 2007 (Bankr. D. N.J. Lead Case No. 07-
25115).  The Court has granted joint administration over these
cases.

On Oct. 25, 2007, two of Medford Crossings North's debtor-
affiliates, Medford Crossings North Urban Renewal LLC and Medford
Crossings South Urban Renewal LLC, filed for bankruptcy protection
(Bankr. D. N.J. Case Nos. 07-25587 and 07-25591).

When the Debtors filed for bankruptcy, they listed assets between
$100,000 and liabilities between $1 million to $100 million.


MEDFORD CROSSINGS: Files List of 20 Largest Unsecured Creditors
---------------------------------------------------------------
Medford Crossings North LLC and its debtor-affiliates submitted to
the U.S. Bankruptcy Court for the District of New Jersey its list
of largest unsecured creditors.

     Entity                      Nature of Claim   Claim Amount
     ------                      ---------------   ------------
     Freedman Cohen Development  Trade Debt          $1,727,013
     201A Berlin Road
     Cherry Hill, NJ 08034
     Attn: Jason Kessler
     Tel: (856) 857-9300

     Pennoni Associates Inc.     Trade Debt            $436,346
     PO Box 827328
     Philadelphia, PA 19182
     Attn: Peter Coot
     Tel: (215) 222-3000

     A&E Construction Co., Inc.  Trade Debt            $180,634
     152 Garret Road
     Upper Darby, PA 19082
     Attn: Tony Santora
     Tel: (610) 449-3152

     Richard E. Pierson          Trade Debt            $177,362
     Construction Co., Inc.
     426 Swedesboro Road
     Pilesgrove, NJ 08098
     Attn: Rob Baccala
     Tel: (856) 624-6170

     Cubelis Associates Inc.     Trade Debt            $140,688
     One Penn Center               Disputed
     1617 JFK Blvd., Suite 1600
     Philadelphia, PA 19103
     Attn: Thomas Galligan
     Tel: (617) 603-2199

     Greenberg Traurig LLP       Trade Debt             $78,612
     2700 Two Commerce Square      Disputed
     2001 Market Street
     Philadelphia, PA 19103
     Attn: Curtis Toll
     Tel: (215) 988-7804

     Acadia Realty Trust         Trade Debt             $53,934
     1311 Mamaroneck Ave.
     Suite 260
     White Plains, NY 10605
     Attn: Joel Braun
     Tel: (914) 288-8146

     Wolf, Block, Schorr &       Trade Debt             $51,156
     Solis-Cohen
     1940 Route, 70 E., Ste. 200
     Cherry Hill, NJ 08003
     Attn: George Matteo
     Tel: (856) 424-8200

     Gencon Construction Gen.    Trade Debt             $44,100
     Construction Mgt. Inc.        Disputed
     39 South Main Street
     Medford, NJ 08055
     
     Elzen Fineburg &            Trade Debt             $39,946
     McCarthy PC                   Disputed
     2 Commerce Sq., Ste. 3410
     2001 Market Street
     Philadelphia, PA 19103

     Ballard Spahr Andrews       Trade Debt             $35,754
     Plaza 1000, Suite 500
     Main Street
     Voorhees, NJ 08043

     Caldwell Tanks Inc.         Trade Debt             $32,164
     4000 Tower Road
     Louisville, KY 40129

     Earthcare Inc.              Trade Debt             $25,630
     69 Risbon Road
     Honey Brook, PA 19344

     Lippincott & Jacobs Inc.    Trade Debt             $19,587
     One Pavilion Ave.
     PO Box 354
     Riverside, NJ 08075

     Komjathy & Stewart LLC      Trade Debt             $18,900
     142 W. State St., 2 Fl.
     Trenton, NJ 08608

     Carl Freedman               Note                    $8,900
     38 Manor House Drive
     Cherry Hill, NJ 08003

     Pepper Hamilton LLP         Trade Debt              $8,637
     3000 Two Logan Sq.            Disputed
     18th Arch Streets
     Philadelphia, PA 19103

     Thomas/Boyd Communications  Trade Debt              $7,790
     117 North Church Street       Disputed
     Moorestown, NJ 08057

     Wachovia Bank NA            Trade Debt              $4,825
     c/o Real Estate Finc'l
     620 Brandywine Parkway
     West Chester, PA 19380

     Litwonia Associates Inc.    Trade Debt              $3,744
     3 Trading Post
     PO Box 2300
     Medford Lakes, NJ 08055

Cherry Hill, New Jersey-based Medford Crossings North LLC develops
real estate and has a project at 281-acre lot in Medford, New
Jersey.  The Debtor and nine debtor-affiliates filed for chapter
11 protection on Oct. 17, 2007 (Bankr. D. N.J. Lead Case No. 07-
25115).  The Court has granted joint administration over these
cases.

On Oct. 25, 2007, two of Medford Crossings North's debtor-
affiliates, Medford Crossings North Urban Renewal LLC and Medford
Crossings South Urban Renewal LLC, filed for bankruptcy protection
(Bankr. D. N.J. Case Nos. 07-25587 and 07-25591).

Edmond M. George, Esq. at Obermayer, Rebmann, Maxwell & Hippel,
LLP represents the Debtors in their restructuring efforts.  When
the Debtors filed for bankruptcy, they listed assets between
$100,000 and liabilities between $1 million to $100 million.


MEDFORD CROSSINGS: Section 341(a) Meeting Slated for November 29
----------------------------------------------------------------
The United States Trustee for Region 3 will convene a meeting of
creditors in the bankruptcy cases of Medford Crossings North LLC
and its debtor-affiliates at 11:00 a.m., on Nov. 29, 2007, at  
Bridge View Building, Suite 102, 800 Cooper Street in Camden, New
Jersey.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding 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.

Cherry Hill, New Jersey-based Medford Crossings North LLC develops
real estate and has a project at 281-acre lot in Medford, New
Jersey.  The Debtor and nine debtor-affiliates filed for chapter
11 protection on Oct. 17, 2007 (Bankr. D. N.J. Lead Case No. 07-
25115).  The Court has granted joint administration over these
cases.

On Oct. 25, 2007, two of Medford Crossings North's debtor-
affiliates, Medford Crossings North Urban Renewal LLC and Medford
Crossings South Urban Renewal LLC, filed for bankruptcy protection
(Bankr. D. N.J. Case Nos. 07-25587 and 07-25591).

Edmond M. George, Esq. at Obermayer, Rebmann, Maxwell & Hippel,
LLP represents the Debtors in their restructuring efforts.  When
the Debtors filed for bankruptcy, they listed assets between
$100,000 and liabilities between $1 million to $100 million.


MID-AMERICA INSULATION: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Mid-America Insulation, Inc.
        1207 ESI Drive
        Springdale, AR 72764

Bankruptcy Case No.: 07-73615

Chapter 11 Petition Date: November 6, 2007

Court: Western District of Arkansas (Fayetteville)

Debtor's Counsel: David G. Nixon, Esq.
                  Nixon Law Firm
                  2340 Green Acres Road, Suite 12
                  Fayetteville, AR 72703
                  Tel: (479) 582-0020
                  Fax: (479) 582-0030

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Misco Supply                                             $438,559
P.O. Box K
Springdale, AR 72765

Arkansas National Bank             Bank Loan             $176,000
P.O. Box 699
Bentonville, AR 72712

Richard and Kerri Littlejohn                             $169,279
c/o Stephen Lee Wood
110 South 2nd Street
Rogers, AR 72756

American Express                   Trade Debt             $20,305

Bank of America                                           $16,018

Visa "Citibank"                                           $13,455

Action Incorporated                Trade Debt              $8,795

Motel 6                            Trade Debt              $7,870

Federated Insurance                                        $5,903

Hertz Equipment Rental                                     $5,339

Houston Evans & Company                                    $4,800

United Equipment Rentals Gulf                              $4,478

Arkansas Dept. of Workforce                                $4,038

Fletcher Chevrolet                                         $4,019

Sprint PCS                                                 $2,382

Zurborg Law Office                                         $2,067

Internal Revenue Service                                   $1,698

WW Transport                                               $1,450

Accountemps                                                $1,296

IKON Financial Services                                    $1,032


MORGAN STANLEY: S&P Puts Low-B Ratings on Six Certificate Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Morgan Stanley Capital I Trust 2007-IQ16's
$2.59 billion commercial mortgage pass-through certificates series
2007-IQ16.
     
The preliminary ratings are based on information as of Nov. 6,
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-1A, A-2,
A-3, A-4, A-M, A-MA, A-J, and A-JA are being offered publicly.  
Standard & Poor's analysis determined that,
on a weighted average basis, the pool has a debt service coverage
of 1.24x, a beginning LTV of 107.3%, and an ending LTV of 101.3%.
    
    
                  Preliminary Ratings Assigned
            Morgan Stanley Capital I Trust 2007-IQ16
   
     Class        Rating        Amount   Recommended credit
                                               support
     -----        ------        ------    ----------------
     A-1          AAA         $51,900,000      30.000%
     A-1A         AAA        $314,528,000      30.000%
     A-2          AAA         $91,100,000      30.000%
     A-3          AAA         $83,000,000      30.000%
     A-4          AAA      $1,276,553,000      30.000%
     A-M          AAA        $214,651,000      20.000%
     A-MA         AAA         $44,932,000      20.000%
     A-J          AAA        $160,988,000      12.500%
     A-JA         AAA         $33,699,000      12.500%
     B            AA+         $19,469,000      11.750%
     C            AA          $25,958,000      10.750%
     D            AA-         $16,224,000      10.125%
     E            A+          $38,938,000       8.625%
     F            A           $12,979,000       8.125%
     G            A-          $35,693,000       6.750%
     H            BBB+        $25,958,000       5.750%
     J            BBB         $25,958,000       4.750%
     K            BBB-        $32,448,000       3.500%
     L            BB+          $9,735,000       3.125%
     M            BB           $9,734,000       2.750%
     N            BB-          $9,734,000       2.375%
     O            B+          $16,224,000       1.750%
     P            B            $6,490,000       1.500%
     Q            B-           $9,734,000       1.125%
     S            NR          $29,203,781         N/A
     X-1*         AAA      $1,297,915,390         N/A
     X-2*         AAA      $1,264,923,000         N/A
     X-W*         AAA      $1,297,915,390         N/A
    

          *Interest-only class with a notional amount.

                        NR -- Not rated.
                     N/A -- Not applicable.


MOVIE GALLERY: Bankruptcy Cues Moody's to Withdraw Ratings
----------------------------------------------------------
Moody's Investors Service withdrew Movie Gallery Inc.'s ratings.  
The ratings have been withdrawn because the issuer entered
bankruptcy on Oct. 16, 2007.

These ratings are withdrawn:

   -- Corporate family rating of C;

   -- Probability of default rating of D;

   -- $100 million senior secured revolving credit facility of
      Caa1 (LGD2, 18%);

   -- $25 million synthetic letter of credit facility of Ca
      (LGD4, 55%);

   -- $600 million first lien term loan of Ca (LGD4, 55%);

   -- $175 million second lien term loan to C (LGD5, 81%);

   -- Senior unsecured notes of C (LGD6, 96%);

   -- Speculative grade liquidity of SGL-4.

Movie Gallery, headquartered in Dothan, Alabama, is a leading
provider of in-home movie and game entertainment in the United
States.  It operates over 4,600 stores in the United States,
Canada, and Mexico under the Movie Gallery, Hollywood
Entertainment, Game Crazy, and VHQ banners.  LTM revenues for the
period ended July 1, 2007 were about $2.5 billion.


MUELLER WATER: US Pipe Unit to Close NJ Operations, Cuts 180 Jobs
-----------------------------------------------------------------
Mueller Water Products Inc.'s U.S. Pipe and Foundry division
intends to close its ductile iron pipe manufacturing operations in
Burlington, N.J. by February 2008, eliminating approximately 180
jobs.  The Burlington facility will be used as a full-service
distribution center for customers in the Northeast.
    
Discontinuing this manufacturing is part of U.S. Pipe's efforts to
reconfigure its operations to remain competitive and increase
margins.  Production will be transferred from Burlington to other
U.S. Pipe facilities.
    
"To be globally competitive in our ductile iron pipe business, we
must constantly strive to be the low-cost producer," said Gregory
E. Hyland, president, chairman and chief executive officer.  "We
are committed to taking the steps necessary to protect our
leadership position in the market and to build the foundation
necessary for future growth."
    
In connection with this action, the company expects to record a
restructuring charge of approximately $19 million, substantially
all of which will be taken in the first quarter of fiscal 2008.  
This charge is comprised of approximately $15 million of asset
write-offs and $4 million of cash costs, including severance and
other costs associated with the closing.  

Incremental cash operating expenses associated with the
restructuring of approximately $3 million are expected to be
incurred throughout the final three quarters of fiscal 2008.
Savings on an annualized basis are projected to be in the $15 to
$17 million range, with approximately $12 million expected to be
realized in fiscal 2008, partially offset by incremental operating
expense of $3 million.

                  About Mueller Water Products

Based in Atlanta, Georgia Mueller Water Products Inc. (NYSE: MWA,
MWA.B) -- http://www.muellerwaterproducts.com/-- is a North  
American manufacturer and marketer of infrastructure and flow
control products for use in water distribution networks and
treatment facilities.  Its product portfolio includes engineered
valves, hydrants, pipefittings and ductile iron pipe, which are
used by municipalities, well as the commercial and residential
construction, oil and gas, HVAC and fire protection industries.  
The company is comprised of three main operating segments: Mueller
Co., U.S. Pipe and Anvil.  The company employs approximately 7,000
people.

                          *     *     *

In May 2007, Moody's Investors Service assigned 'Ba3' ratings to
Mueller Water Products Inc.'s senior secured debt, senior
unsecured debt, long term corporate family and probability of
default ratings.  The ratings still hold to date with a positive
outlook.


MUGELLO ABS: Moody's Junks Rating on $20 Million Class C Notes
--------------------------------------------------------------
Moody's Investors Service placed these notes issued by Mugello ABS
CDO 2006-1 Ltd. on review for possible downgrade:

   -- $54,000,000 Class A-1 Floating Rate Senior Secured Notes
      Due 2051

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $40,000,000 Class A-2 Floating Rate Senior Secured Notes
      Due 2051

      Prior Rating: Aa2

      Current Rating: A3, on review for possible downgrade

   -- $26,000,000 Class B Floating Rate Deferrable Subordinate
      Secured Notes Due 2051

      Prior Rating: A2

      Current Rating: Ba2, on review for possible downgrade

In addition Moody's also announced that it has downgraded these
notes:

   -- $20,000,000 Class C Floating Rate Deferrable Junior
      Subordinate Secured Notes Due 2051

      Prior Rating: Baa2

      Current Rating: Ca

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


NASDAQ STOCK: To Buy Philadelphia Stock Exchange for $625 Mil.
--------------------------------------------------------------
The Nasdaq Stock Market, Inc. has entered into a definitive
agreement to acquire the Philadelphia Stock Exchange for $652
million in cash.  The acquisition of PHLX, the third largest
options market in the U.S. and the nation's oldest stock exchange,
significantly diversifies NASDAQ's product portfolio by providing
NASDAQ with one of the premier options trading platforms in the
U.S.  This acquisition brings to NASDAQ an organization with a
strong track record of building market share in a very competitive
options marketplace, which has grown by more than 30% annually
since 2003.

Under the terms of the agreement, NASDAQ will pay $652 million in
cash consideration for the capital stock of the Philadelphia Stock
Exchange.  This transaction is expected to close in the first
quarter of 2008 and to become accretive to 2009 earnings. The
Board of Directors of each company unanimously approved the
transaction and it is subject to other customary approvals.

"This strategic combination achieves our goal of diversifying our
product and service offerings with attractive benefits to our
trading clients while generating strong financial returns.  Our
goal at NASDAQ continues to be to develop customer-focused
products and solutions that serve our issuer and trading client
base," Bob Greifeld, President and Chief Executive Officer of
NASDAQ, stated.  "NASDAQ has extensive experience in integrating
technologies and businesses and we will be able to seamlessly
integrate PHLX with the NASDAQ Stock Market."

"After a lengthy, in-depth review of alternatives for the future
of this exchange, we believe that combining with NASDAQ is the
best outcome for our customers, shareholders and the trading
community as a whole," Philadelphia Stock Exchange Chairman and
Chief Executive Sandy Frucher commented.  "No other exchange is
better positioned for the future based on technology, products and
overall passion for continuously redefining the definition and
value of stock exchanges around the world. We have watched NASDAQ
evolve into a multi-asset, world class global enterprise.  We're
truly excited about our prospects for the future as part of NASDAQ
and look forward to having an active role in improving trading
efficiency and stock exchange value."

NASDAQ currently plans to preserve the Philadelphia Stock
Exchange's market structure, continuing to operate the electronic
options trading platform alongside the options trading floor in
Philadelphia.  A key asset in this transaction is PHLX's
proprietary trading platform, which has demonstrated best in class
capacity, speed and system reliability within the U.S. derivatives
markets.  As previously announced, NASDAQ will launch a separate,
electronic price/time options trading system in December.  Once
the transaction closes, NASDAQ will be the only market offering
customers both exchange models -- a market maker driven model and
price/time order book model. As part of the transaction, the
Philadelphia Stock Exchange's operations will become part of
NASDAQ's Market Services business.  Upon closing, NASDAQ will
become the third largest options market in the U.S. with 15% of
market share.

"Philadelphia has successfully offered floor and electronic
trading for some time," Chris Concannon, NASDAQ Executive Vice
President of Transaction Services said.  "We think this capability
will continue to be the best approach to serving options traders
as the options market continues to evolve.  In addition to firmly
establishing NASDAQ's presence in the options market, this
acquisition also enhances our organic growth strategy, which will
come to fruition next month when we launch our price/time priority
options platform."

Following the close of the transaction, Mr. Greifeld will continue
to lead The Nasdaq Stock Market, Inc., including the Philadelphia
Stock Exchange.  Mr. Frucher will continue as CEO of the
Philadelphia Stock Exchange.

In addition to the options market, as part of the Philadelphia
Stock Exchange acquisition, NASDAQ will acquire a futures market
operated by the Philadelphia Board of Trade, an equities business,
and the Stock Clearing Corporation of Philadelphia.

Banc of America Securities LLC acted as exclusive financial
advisor to NASDAQ in this transaction. Arnold & Porter LLP served
as legal counsel.  The Philadelphia Stock Exchange was advised by
Greenhill & Co and Robert A.Gerard.  Willkie Farr & Gallagher LLP
served as legal counsel.

Headquartered in New York City, The Nasdaq Stock Market Inc.
(Nasdaq: NDAQ) -- http://www.nasdaq.com/-- is an electronic
equity securities market in the United States with about 3,200
companies.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 24, 2007,
Moody's Investors Service placed the Ba3 corporate family rating
of Nasdaq Stock Market Inc. on review for upgrade.

As reported also in the Troubled Company Reporter on
Oct. 2, 2007, Moody's Investors Service withdrew its ratings on
The Nasdaq Stock Market Inc.'s $750 million Six Year Senior
Secured Term Loan, $335 million Six Year Senior Secured Term,
and the Five Year$75 million Senior Secured Revolving Credit
Facility.  The credit facilities have been repaid and
terminated.


NEW CENTURY: Wants Stay Lifted to Terminate NCMC Obligations
------------------------------------------------------------
New Century Financial Corp. and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware for  
authority to terminate all of the remaining contractual
obligations of NCMC Insurance Corporation, a wholly owned
subsidiary of New Century Mortgage Corporation, under "captive"
insurance policies entered into by the Debtors and NCMC Insurance.  
In this regard, the Debtors seek relief from the automatic stay.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, tells the Court that the Debtors use the
Captive to fund very large deductibles under certain insurance
policies they have maintained with third party insurers.  The
Debtors funded all of NCMC Insurance's cash either in the form of
capital contributions or the self-funding of insurance proceeds.

According to Mr. Collins, NCMC Insurance holds $4,300,000 in cash
and cash equivalents, as well as a $1,562,143 claim against one
of the Debtors.  NCMC is the sole stockholder of NCMC Insurance.

The Debtors now seek to be reimbursed for the funds currently
being held by NCMC Insurance.  In exchange, NCMC Insurance has
asked that the Debtors terminate all of its remaining contractual
obligations and duties under the Captive Insurance Policies.  All
of the Captive Insurance Policies have expired by their own
terms.

NCMC Insurance has also agreed to return $1,562,143, which it
intends to hold as set-off.  Upon the approval of the request,
the Debtors intend to dissolve NCMC Insurance under Hawaii
corporate and insurance law, at which time the Debtors will
receive the Set-off Amount.

Mr. Collins states that the decision to terminate the remaining
contractual obligations under the Captive Insurance Policies is
in best interests of the Debtors and their creditors, and
represents the exercise of the Debtors' sound business judgment.

                          *     *     *

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  

The Debtors' exclusive period to file a plan expires on Nov. 28,
2007.  (New Century Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or       
215/945-7000).


NEW ERA: Closes Door Under Chapter 7 Bankruptcy, Counsel Says
-------------------------------------------------------------
New Era Homes Inc., liquidating under chapter 7 of the United
States Bankruptcy Code, is shutting down, Journal Gazette reports,
citing the Debtor's counsel, Scot T. Skekloff, Esq.

Mr. Skekloff could not determine the number of affected workers at
the homebuilder, the report says.  

Nikos Hatzigeorgiou, president of New Era, could not be reached
for comments, the report adds.

Fort Wayne, Indiana-based New Era Homes Inc. builds residential
houses.  It filed for chapter 7 bankruptcy protection last month.  
Scot T. Skeloff, Esq. at Skekloff, Adelsperger & Kleven, LLP
serves as the Debtor's counsel.  When it filed for bankruptcy, the
Debtor listed $4,300 in assets and $1,101,520 in liabilities.


NOVELIS INC: Realm Communications Completes Rebranding
------------------------------------------------------
Realm Communications has announced the completion of its
rebranding initiative for Novelis Inc., newly acquired by
Mumbai-based Hindalco Industries Limited, the flagship company
of the multinational conglomerate Aditya Birla Group.  The
biggest Indian acquisition of a U.S.-based company, Hindalco,
with Novelis, is now the world's largest aluminum rolled
products company and recycler of aluminum cans, as well as one
of the largest producers of primary aluminum in Asia and of
copper in India.

A landmark transaction for Aditya Birla and further evidence of
India's expanding global business presence, Realm capitalized on
the reputations and collaboration of these two giants in the
metals industry by combining the best of both worlds, yet
remaining sensitive to accommodating two cultures, both from a
corporate and ethnic perspective, under one brand.

"When you're rebranding a multicultural corporation, especially
in light of an acquisition, you have to take a 360-degree view,
respecting what has come before and balancing that with
established identities," said Michael Stewart, Realm's Creative
Director.  "In this particular case we had to marry the brand
promise and graphic identity of an Indian parent company with a
North American subsidiary with locations in 11 countries.  We
believe the result not only affirms their complementary
capabilities, but also anticipates their future possibilities."

In developing the new brand message, Realm chose a direction
that would better support the Novelis vision -- "To make the
world a lighter, brighter and better place" -- and ensure that
it underscores a consistent and stable message for the corporate
transition.  With that as the goal, "Brighter ideas with
aluminum" is the new Novelis tag line.  The brand message
clearly defines Novelis' business and reinforces their
commitment to be a commodity provider as well as an industry
innovator.

Brand applications such as websites, collateral, vehicles and
workwear are due to be fully implemented by the end of the year.
Exterior signage will be completed by July 2008.

                     About Realm Communications

REALM Communications Group, Inc. -- http://www.rcgoptic.com/--  
is a manufacturer, a value added reseller, a systems integrator
and distributor of fiber optic equipment, communication
products, and fiber optic cables.  The company specializes in
developing and marketing unique fiber optic solutions.  Founded
in 1987, REALM has taken a leading role in supplying state of
the art technologies and integrated solutions in voice, data,
video, and SCADA fields.

                           About Novelis

Based in Atlanta, Georgia, Novelis Inc., (NYSE: NVL) (TSX: NVL)
-- http://www.novelis.com/-- is the global provider of aluminum  
rolled products and aluminum can recycling.  The company
operates in 11 countries and has approximately 12,900 employees.
Novelis has the capability to provide its customers with a
regional supply of technologically sophisticated rolled aluminum
products throughout Asia, Europe, North America and South
America.  Through its advanced production capabilities, the
company supplies aluminum sheet and foil to the automotive and
transportation, beverage and food packaging, construction and
industrial, and printing markets.

Novelis South America operates two rolling plants and primary
production facilities in Brazil in the Latin American region.
Novelis also has operations in Germany, Switzerland and Korea.

                       *     *     *  

As reported in the Troubled Company Reporter on July 26, 2007,
Fitch Ratings affirmed the Issuer Default Rating for Novelis, Inc.
and Novelis, Corp. at 'B' and assigned a negative rating outlook.
The company's previous senior secured bank debt ratings have been
withdrawn.  Ratings for the new credit facility of 'BB' were
assigned and the senior unsecured debt ratings have been affirmed.  
The rating outlook is negative.  About $2.4 billion of debt is
affected by the ratings.


NOVELIS INC: Intends to Invest $7 Million for Brazilian Plant
-------------------------------------------------------------
Novelis Inc.'s Brazilian subsidiary told Business News Americas
that it will invest $7.0 million to boost aluminum sheet ingot
output at its Pindamonhangaba plant in Sao Paulo.

Novelis said in a statement that the expansion project will
increase aluminum sheet production capacity by 12%.  It involves
the construction of a new furnace.  Work on the project would be
completed by February 2008.

The project will boost the plant's remelting capacity by 70,000
tons per year, BNamericas states.

                        About Novelis Inc.

Based in Atlanta, Georgia, Novelis Inc., (NYSE: NVL) (TSX: NVL)
-- http://www.novelis.com/-- is the global provider of aluminum  
rolled products and aluminum can recycling.  The company
operates in 11 countries and has approximately 12,900 employees.
Novelis has the capability to provide its customers with a
regional supply of technologically sophisticated rolled aluminum
products throughout Asia, Europe, North America and South
America.  Through its advanced production capabilities,
the company supplies aluminum sheet and foil to the automotive
and transportation, beverage and food packaging, construction
and industrial, and printing markets.

Novelis South America operates two rolling plants and primary
production facilities in Brazil in the Latin American region.
Novelis also has operations in Germany, Switzerland and Korea.

                        *     *     *

As reported in the Troubled Company Reporter on July 26, 2007,
Fitch Ratings affirmed the Issuer Default Rating for Novelis, Inc.
and Novelis, Corp. at 'B' and assigned a negative rating outlook.
The company's previous senior secured bank debt ratings have been
withdrawn.  Ratings for the new credit facility of 'BB' were
assigned and the senior unsecured debt ratings have been affirmed.  
The rating outlook is negative.  About $2.4 billion of debt is
affected by the ratings.


OCEAN DOVE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Ocean Dove, L.L.C.
        1816 Philadelphia Avenue
        Ocean City, MD 21842

Bankruptcy Case No.: 07-21051

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

Chapter 11 Petition Date: November 5, 2007

Court: District of Maryland (Baltimore)

Judge: Duncan W. Keir

Debtor's Counsel: Howard M. Heneson, Esq.
                  810 Glen Eagles Court, Suite 301
                  Towson, MD 21286
                  Tel: (410) 494-8388
                  Fax: (410) 494-8389

Total Assets: $1 Million to $100 Million

Total Debts:  $1 Million to $100 Million

The Debtor does not have any creditors who are not insiders.


PARCS-R: Moody's Lowers Rating on $25 Mil. Funding Units to Ba2
---------------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by PARCS-R 2007-8 on review for possible downgrade:

   -- $25,000,000 PARCS-R Master Trust, Class 2007-8 Variable
      Funding Units

      Prior Rating: Aaa

      Current Rating: Ba2, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


PLAINS EXPLORATION: Completes $3.6 Bil. Buyout of Pogo Producing
----------------------------------------------------------------
Plains Exploration & Production Company and Pogo Producing Company
stockholders approved the transaction at their separate
stockholder meetings on Nov. 6, 2007, and the acquisition has
closed.

As reported in the Troubled Company Reporter on July 19, 2007,
Plains Exploration has entered into a definitive agreement with
Pogo Producing, acquiring Pogo in a stock and cash transaction
valued at approximately $3.6 billion, based on PXP's closing price
on July 16, 2007.
    
Each Pogo stockholder will receive cash, shares of PXP common
stock, or a combination of both, subject to the election and
allocation procedures described in the joint proxy
statement/prospectus.  The value of the merger consideration to be
received with respect to each share of Pogo common stock will be
equal to $58.48 based on the ten trading day average closing sales
prices of PXP common stock ending on the fifth day before the
merger.

PXP issued approximately 40 million shares of common stock and
paid approximately $1.5 billion in cash.  Total shares outstanding
are approximately 113 million.  For financial reporting purposes
the acquisition is effective Nov. 6, 2007.
    
Mr. Thomas A. Fry, III and Dr. Charles G. Groat, both former
members of the Pogo board of directors, will join the PXP board.  
Mr. Fry is and has been the president of National Ocean Industries
Association since December 2000.  Before joining NOIA, Mr. Fry
served as the director of the Department of Interior's Bureau of
Land Management and has also served as
the director of the Minerals Management Service.

Dr. Groat currently serves as the director of the Center for
International Energy and Environmental Policy and as the director
of the Energy and Earth Resources Graduate Program at the
University of Texas at Austin.  Before joining the University of
Texas at Austin, Dr. Groat served for more than six years as
director of the U.S. Geological Survey.
    
Mr. James C. Flores will remain the chairman, president and chief
executive officer and PXP's current management, including its
executive staff Winston M. Talbert, executive vice president &
CFO, Doss R. Bourgeois, executive vice president Exploration &
Production, and John F. Wombwell, executive vice president and
general counsel, will continue in their current capacities.
    
In addition, the companies disclosed the preliminary results of
elections made by Pogo stockholders as to the form of merger
consideration to be received in the pending merger of Pogo and PXP
Acquisition LLC a subsidiary of PXP.  

Of the 58,880,225 shares of Pogo stock outstanding as of the
election deadline of 5:00 p.m., Eastern time, on Nov. 5, 2007:
    
   --  25,757,516 of the shares, or 43.75%, elected to receive
       cash;
    
   --  25,843,640 of the shares, or 43.89%, elected to receive
       PXP stock; and

   --  7,279,069 of the shares, or 12.36%, did not make a valid
       election.
    
The elections with respect to 664,275 of the foregoing cash
election shares and 5,120,358 of the foregoing stock election
shares were made pursuant to the notice of guaranteed delivery
procedure, which requires the delivery of the Pogo share
certificates representing such shares or a confirmation evidencing
the book-entry transfer of such shares to the
exchange agent by 5:00 p.m., Eastern time, on Nov. 8, 2007.

If the exchange agent does not receive the required certificates
or confirmation by this guaranteed delivery deadline, with respect
to any such election, the Pogo shares subject to such election
will be treated as shares that did
not make a valid election.
    
The total amount of cash and shares of Plains common stock that
will be paid and issued, pursuant to the merger is fixed, and Pogo
stockholders will be entitled to receive, on an aggregate basis,
0.68201 shares of Plains common stock, par value $0.01 per share,
and $24.88 in cash for each share of Pogo common stock.

If the necessary stockholder approvals are obtained, payment of
actual consideration upon closing of the merger, which depends
upon the number of shares of Pogo common stock outstanding
immediately prior to the merger, will be disclosed after the
closing.

                     About Pogo Producing

Headquartered in Houston, Texas, Pogo Producing Company (NYSE:
PPP) -- http://www.pogoproducing.com/-- explores for, develops    
and produces oil and natural gas.  Pogo owns approximately
4,000,000 gross leasehold acres in major oil and gas provinces in
North America, 3,119,000 acres in New Zealand and 1,480,000 acres
in Vietnam.

              About Plains Exploration & Production

Headquartered in Houston, Plains Exploration & Production Co.
(NYSE: PXP) - http://www.plainsxp.com/-- is an independent oil     
and gas company primarily engaged in the upstream activities of
acquiring, developing, exploiting, exploring and producing oil and
gas in its core areas of operation: onshore and offshore
California, Colorado and the Gulf Coast region of the United
States.


PLAINS EXPLORATION: Closed Pogo Deal Cues S&P to Hold BB Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
rating on independent oil and gas company Plains Exploration &
Production Co., and removed from CreditWatch and withdrew its 'BB'
corporate credit rating on Pogo Producing Co.  The rating actions
followed the announcement earlier of the successful close of PXP's
acquisition of Pogo.  The Pogo rating had been on CreditWatch with
negative implications since July 18, 2007, based on the announced
agreement to acquire the company.
     
At the same time, S&P affirmed the 'BB-' unsecured rating on PXP's
existing senior note issues and affirmed and removed from
CreditWatch the 'B+' rating on Pogo's currently outstanding senior
subordinated notes.
     
"The affirmation of the corporate credit rating on PXP reflects
the benefits expected to result from the Pogo transaction," said
Standard & Poor's credit analyst Jeffrey B. Morrison.  "These
include increased reserve and production scale, a broader
geographic footprint, and additional prospects for growth."
     
The affirmation of the PXP senior unsecured rating is predicated
on Standard & Poor's view that secured debt will fall to less than
30% of assets over the near-to-intermediate term.
     
At close, Houston, Texas-based PXP will have about $3.4 billion in
total debt.
     
The ratings on PXP reflect a midsize onshore oil-focused reserve
base, an improved geographic footprint, favorable near-term oil
price trends, and an experienced management team.  Strengths are
partially offset by rising debt leverage on a cash flow and per-
barrel basis, the risks associated with a historically
acquisition- and transaction-focused strategy, and participation
in the historically cyclical exploration and production segment of
the oil and gas industry.
    

POGO PRODUCING: Closes $3.6BB Buyout Deal with Plains Exploration
-----------------------------------------------------------------
Pogo Producing Company and Plains Exploration & Production Company
stockholders approved the transaction at their separate
stockholder meetings on Nov. 6, 2007, and the acquisition has
closed.

As reported in the Troubled Company Reporter on July 19, 2007,
Plains Exploration has entered into a definitive agreement with
Pogo Producing, acquiring Pogo in a stock and cash transaction
valued at approximately $3.6 billion, based on PXP's closing price
on July 16, 2007.
    
Each Pogo stockholder will receive cash, shares of PXP common
stock, or a combination of both, subject to the election and
allocation procedures described in the joint proxy
statement/prospectus.  The value of the merger consideration to be
received with respect to each share of Pogo common stock will be
equal to $58.48 based on the ten trading day average closing sales
prices of PXP common stock ending on the fifth day before the
merger.

PXP issued approximately 40 million shares of common stock and
paid approximately $1.5 billion in cash.  Total shares outstanding
are approximately 113 million.  For financial reporting purposes
the acquisition is effective Nov. 6, 2007.
    
Mr. Thomas A. Fry, III and Dr. Charles G. Groat, both former
members of the Pogo board of directors, will join the PXP board.  
Mr. Fry is and has been the president of National Ocean Industries
Association since December 2000.  Before joining NOIA, Mr. Fry
served as the director of the Department of Interior's Bureau of
Land Management and has also served as the director of the
Minerals Management Service.

Dr. Groat currently serves as the director of the Center for
International Energy and Environmental Policy and as the director
of the Energy and Earth Resources Graduate Program at the
University of Texas at Austin.  Before joining the University of
Texas at Austin, Dr. Groat served for more than six years as
director of the U.S. Geological Survey.
    
Mr. James C. Flores will remain the chairman, president and chief
executive officer and PXP's current management, including its
executive staff Winston M. Talbert, executive vice president &
CFO, Doss R. Bourgeois, executive vice president Exploration &
Production, and John F. Wombwell, executive vice president and
general counsel, will continue in their current capacities.
   
In addition, the companies disclosed the preliminary results of
elections made by Pogo stockholders as to the form of merger
consideration to be received in the pending merger of Pogo and PXP
Acquisition LLC a subsidiary of PXP.  

Of the 58,880,225 shares of Pogo stock outstanding as of the
election deadline of 5:00 p.m., Eastern time, on Nov. 5, 2007:
    
   --  25,757,516 of the shares, or 43.75%, elected to receive
       cash;
    
   --  25,843,640 of the shares, or 43.89%, elected to receive
       PXP stock; and

   --  7,279,069 of the shares, or 12.36%, did not make a valid
       election.
    
The elections with respect to 664,275 of the foregoing cash
election shares and 5,120,358 of the foregoing stock election
shares were made pursuant to the notice of guaranteed delivery
procedure, which requires the delivery of the Pogo share
certificates representing such shares or a confirmation evidencing
the book-entry transfer of such shares to the
exchange agent by 5:00 p.m., Eastern time, on Nov. 8, 2007.

If the exchange agent does not receive the required certificates
or confirmation by this guaranteed delivery deadline, with respect
to any such election, the Pogo shares subject to such election
will be treated as shares that did
not make a valid election.
    
The total amount of cash and shares of Plains common stock that
will be paid and issued, pursuant to the merger is fixed, and Pogo
stockholders will be entitled to receive, on an aggregate basis,
0.68201 shares of Plains common stock, par value $0.01 per share,
and $24.88 in cash for each share of Pogo common stock.

If the necessary stockholder approvals are obtained, payment of
actual consideration upon closing of the merger, which depends
upon the number of shares of Pogo common stock outstanding
immediately prior to the merger, will be disclosed after the
closing.

              About Plains Exploration & Production

Headquartered in Houston, Plains Exploration & Production Co.
(NYSE: PXP) - http://www.plainsxp.com/-- is an independent oil       
and gas company primarily engaged in the upstream activities of
acquiring, developing, exploiting, exploring and producing oil and
gas in its core areas of operation: onshore and offshore
California, Colorado and the Gulf Coast region of the United
States.
    
                       About Pogo Producing

Headquartered in Houston, Texas, Pogo Producing Company (NYSE:
PPP) -- http://www.pogoproducing.com/-- explores for, develops
and produces oil and natural gas.  Pogo owns approximately
4,000,000 gross leasehold acres in major oil and gas provinces in
North America, 3,119,000 acres in New Zealand and 1,480,000 acres
in Vietnam.


POGO PRODUCING: Closed Buyout Deal Cues S&P to Withdraw BB Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
rating on independent oil and gas company Plains Exploration &
Production Co., and removed from CreditWatch and withdrew its 'BB'
corporate credit rating on Pogo Producing Co.  The rating actions
followed the announcement earlier of the successful close of PXP's
acquisition of Pogo.  The Pogo rating had been on CreditWatch with
negative implications since July 18, 2007, based on the announced
agreement to acquire the company.
     
At the same time, S&P affirmed the 'BB-' unsecured rating on PXP's
existing senior note issues and affirmed and removed from
CreditWatch the 'B+' rating on Pogo's currently outstanding senior
subordinated notes.
     
"The affirmation of the corporate credit rating on PXP reflects
the benefits expected to result from the Pogo transaction," said
Standard & Poor's credit analyst Jeffrey B. Morrison.  "These
include increased reserve and production scale, a broader
geographic footprint, and additional prospects for growth."
     
The affirmation of the PXP senior unsecured rating is predicated
on Standard & Poor's view that secured debt will fall to less than
30% of assets over the near-to-intermediate term.
     
At close, Houston, Texas-based PXP will have about $3.4 billion in
total debt.
     
The ratings on PXP reflect a midsize onshore oil-focused reserve
base, an improved geographic footprint, favorable near-term oil
price trends, and an experienced management team.  Strengths are
partially offset by rising debt leverage on a cash flow and per-
barrel basis, the risks associated with a historically
acquisition- and transaction-focused strategy, and participation
in the historically cyclical exploration and production segment of
the oil and gas industry.


POPE & TALBOT: S&P Withdraws Default Corp. Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' corporate
credit rating and all related issue ratings on pulp and lumber
producer Pope & Talbot Inc.  On Oct. 29, 2007, the rating had been
lowered based on the company's announcement that it was
seeking protection from creditors under the Companies' Creditors
Arrangement Act of Canada, had entered a forbearance agreement
with its lending group, and was continuing to explore strategic
alternatives, including asset sales.


PRIDE INT'L: Earns $401.5 Million for Quarter Ended Sept. 30
------------------------------------------------------------
Pride International Inc. reported financial results for the
three months ended Sept. 30, 2007.  Net income for the quarter
totaled $401.5 million, reflecting the impact of certain asset
dispositions.

During the quarter, the company sold its Latin America Land and
E&P Services segments for $1.0 billion in cash and entered
into an agreement to sell its three tender-assist rigs for total
proceeds of $213 million in cash.  The disposition of the
Latin America Land and E&P Services segments, which was included
in the Company's third quarter results, resulted in an after-tax
gain of $265.0 million, or $1.48 per diluted share.  The
sale of the three tender-assist rigs is expected to close in
early 2008, subject to the novation of drilling contracts by the
customers for each unit and other closing conditions.

The company reported the results of operations and the
associated gain on sale of both the Latin America Land and E&P
Services segments and the results of operations for the quarter
from three tender-assist units as income from discontinued
operations for the third quarter of 2007 and all comparative
periods.  Income from discontinued operations totaled $281.2
million for the quarter.

Louis A. Raspino, President and Chief Executive Officer of Pride
International, Inc., stated, "The third quarter of 2007 was one
of the most significant quarters in the history of Pride as we
advance the transformation of the company to an offshore-focused
contract driller with an emphasis on deepwater and other high
specification rigs.  Toward this goal, numerous accomplishments
were achieved during the period, including:

  -- The execution of an agreement to sell our Latin America
     Land and E&P Services business segments for $1 billion in
     cash and the closing of that transaction only three weeks
     later on Aug. 31, 2007,

  -- A commitment to the construction of an ultra-deepwater
     drillship,

  -- The acquisition of an ultra-deepwater drillship in the
     early stages of construction,

  -- An agreement to sell three tender-assist rigs for $213
     million in cash, and

  -- The acquisition of the remaining nine percent interest in
     our Angolan joint venture for $45 million in cash, giving
     us 100 percent ownership in three rigs, including two
     deepwater drillships."

"Our earnings from operations from semisubmersibles and
drillships (floaters) approached 60 percent in the third quarter
of 2007 compared to 34 percent one year ago and is expected to
continue to grow as new contracts commence at higher dayrates
reflecting the tightness in the floating rig market.  In
addition, our strong cash position, coupled with improving cash
flow from operations and the prospects for further cash proceeds
following the disposal of additional non-strategic assets,
provides us with increased flexibility as we address numerous
growth opportunities and other means to enhance shareholder
value."

                      Continuing Operations

Income from continuing operations, consisting primarily of the
company's Offshore Drilling Services segment, was
$120.3 million on revenues of $540.4 million for the third
quarter of 2007.  The results compare to income from continuing
operations of $66.0 million on revenues of $406.0 million
during the corresponding quarter in 2006.

During the quarter, the company completed a technical evaluation
of its entire offshore fleet.  As a result of this evaluation,
there was a change in estimates regarding useful lives and
salvage values on certain rigs in the fleet.  These changes were
primarily a result of changing market conditions, the recent
significant capital investment in certain rigs and revisions to
and standardization of maintenance practices.  As a result of
these changes, the third quarter of 2007 includes a reduction in
depreciation expense of $14.5 million, or an after-tax benefit
of $0.07 per diluted share.  In addition to the changes
impacting depreciation expense, net income from continuing
operations for the quarter also included a tax benefit of
$10.2 million due to the recognition of foreign tax credits
that had been previously treated as tax deductions in prior
quarters.  This helped reduce its effective tax rate to 27% for
the period.  Realization of this additional tax benefit is based
primarily on the company's forecasts of future profitability,
along with the application of certain tax planning strategies.  
In future quarters, the company expects to continue to recognize
the benefit of these foreign tax credits.

Finally, in August 2007, the company acquired from its partner
Sonangol the remaining nine percent interest in the joint venture
related to the company's Angolan operations for $45 million in
cash, bringing the company's ownership interest to 100% and adding
approximately $1.6 million to the company's income from
continuing operations.

Total debt at Sept. 30, 2007, was $1,212.4 million, while net
debt (total debt less cash and cash equivalents of
$880.6 million) was $331.8 million.

                    About Pride International

Headquartered in Houston, Texas, Pride International Inc.
(NYSE: PDE) -- http://www.prideinternational.com/-- provides  
onshore and offshore contract drilling and related services in
more than 25 countries, operating a diverse fleet of 277 rigs,
including two ultra-deepwater drillships, 12 semisubmersible
rigs, 28 jackups, 16 tender-assisted, barge and platform rigs,
and 214 land rigs.  The company maintains worldwide operations
in France, Mexico, Kazakhstan, India, and Brazil, among others.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 4, 2007,
Fitch Ratings affirmed Pride International Inc.'s Issuer Default
Rating at 'BB'.  The Rating Outlook is Stable.


PRIMARY ENERGY: Discloses Likely Default on Senior Credit Facility
------------------------------------------------------------------
Primary Energy Recycling Corporation disclosed that a default
under its senior debt credit agreement is likely once the
preliminary inventory adjustment information it received from the
site host of its Harbor Coal facility proves to be accurate.  The
preliminary information, which the company believes to be true,
indicates that the company's financial results for the period
ended Sept. 30, 2007 will demonstrate failure to comply with the
PERC Consolidated Leverage Ratio covenant under its senior credit
facility.

Under the terms of the credit agreement, the company will be
precluded from paying interest to holders of its separate
subordinated notes and from making distributions to holders of its
enhanced income securities unless the default is waived by senior
lenders.  This situation results from the cumulative effect of
poor financial performance at the Harbor Coal facility during the
past four quarters and the financial impacts of the unplanned
outages at the North Lake facility earlier this year.

John Prunkl, president of Primary Energy Ventures LLC, the manager
of the company, said "We have made the senior lenders aware
of the situation and will work diligently towards obtaining a
waiver in the event of a covenant default.  While the timing and
results of the waiver process are uncertain, we are committed to
ensuring the interests of our shareholders are protected."

The company is scheduled to release the financial results for the
period ended Sept. 30, 2007, on Nov. 14, 2007 and plans to host an
investor conference call at 11:00 a.m. EST that day.  Each EIS
consists of one common share of the company and one 11.75%
subordinated note of the company having a par value of CAD2.50.

                        About Primary Energy

Based in Oak Brook, Illinois, Primary Energy Recycling Corporation
(TSX: PRI.UN) -- http://www.primaryenergyrecycling.com/--  
indirectly owns and operates four recycled energy projects and a
50% interest in a pulverized coal facility.  The projects have a
combined electrical generating capacity of 283 megawatts and a
combined steam generating capacity of 1.8 MMlbs/hour.  Primary
Energy captures and recycles waste energy from industrial and
electric generation processes and converts it into reliable and
economical electricity and thermal energy for its customers' use.  
The company owns a majority interest in Primary Energy Recycling
Holdings LLC.


PRIMUS TELECOMMS: Has $445.6 Million Equity Deficit at Sept. 30
---------------------------------------------------------------
PRIMUS Telecommunications Group Incorporated's consolidated
balance sheet at Sept. 30, 2007 showed total assets of
$470.7 million, total liabilities of $916.2 million, and total
stockholders' deficit of $445.6 million.

Net income was $6 million for the quarter ended Sept. 30, 2007,  
compared to net income of $12 million in the prior quarter and
break-even in the third quarter 2006

Full-text copies of the company's financials are available for
free at http://ResearchArchives.com/t/s?24fa.

             Third Quarter 2007 Financial Results

PRIMUS reported third quarter 2007 net revenue of $225 million,
down $2 million from the prior quarter and down $20 million from
the third quarter 2006.

As reported last quarter, PRIMUS's improved operating results and
Adjusted EBITDA performance enabled it to raise over
$94 million in cash year-to-date and to extend its near-term debt
maturities.

The company sold its Australian domain name business in the first
quarter 2007 and sold its 51% interest in a German subsidiary in
the third quarter 2007.

Net revenue from broadband, VOIP, local, wireless, data and
hosting services was $55 million (24% of net revenue) for the
third quarter 2007, as compared to $53 million (23% of net
revenue) in the prior quarter.

SG&A expense in the third quarter was $73 million (32.3% of net
revenue), up $4 million from $69 million in the prior quarter
(30.3% of net revenue) and up $1 million from $72 million (29.2%
of net revenue) in the year-ago quarter.

Income from operations was $9 million in the third quarter 2007,
an increase from $8 million in the prior quarter and consistent
with the third quarter 2006.

Interest expense for the third quarter 2007 was $16 million,
stable with the prior quarter and up from $13 million in the third
quarter 2006.

                Liquidity and Capital Resources

PRIMUS ended the third quarter 2007 with a cash balance of
$118 million ($109 million unrestricted) as compared to
$113 million ($105 million unrestricted) as of June 30, 2007.

Free cash flow for the third quarter 2007, as calculated in the
attached schedule, was negative ($10) million (comprised of
$3 million provided by operating activities and $13 million
utilized for capital expenditures) as compared to $1 million in
the prior quarter and negative ($14) million in the third quarter
2006.

The principal amount of PRIMUS's long-term debt obligations as of
Sept. 30, 2007 was $679 million, as compared to $684 million at
June 30, 2007.

"While we continue to experience declining revenue from legacy
long distance voice and dial-up ISP services, we have again
managed to increase overall margin percentage and contribution,"
said K. Paul Singh, chairman and chief executive officer of
PRIMUS.  "These favorable results are from a combination of
sequential growth from our high margin products, selective pruning
of low-margin revenue streams and improvements in our network cost
structure.  In the third quarter, net revenue from high margin
growth products increased 2% sequentially reaching annualized net
revenue of nearly
$220 million."

"Thus, our strategy of generating increased contribution from
products such as broadband, VOIP, local, wireless, data and
hosting is well underway, and we plan to accelerate this effort
with prudent investments.  Our objective, over time, is to
generate increased growth product contribution that exceeds the
corresponding declines in legacy voice and dial-up Internet
products.  Even with the enhanced investment to support these
growth products, we continue to expect full year 2007 Adjusted
EBITDA to be in the range of $60 million to $65 million,"
Mr. Singh said.

               About PRIMUS Telecommunications

Headquartered in McLean, Virginia, PRIMUS Telecommunications Group
Inc. (OTCBB:PRTL) -- http://www.primustel.com/-- offers   
international and domestic voice, voice-over-Internet protocol,
Internet, wireless, data and hosting services to business and
residential retail customers and other carriers located primarily
in the U.S., Canada, Australia, the U.K. and western Europe.  
PRIMUS provides services over its global network of owned and
leased transmission facilities, including about 350 points-of-
presence throughout the world, ownership interests in undersea
fiber optic cable systems, 16 carrier-grade international gateway
and domestic switches, and a variety of operating relationships
that allow it to deliver traffic worldwide.

                          *     *     *

In December 2006, Moody's placed the company's long-term corporate
family rating and probability of default rating at Caa3, and
senior unsecured debt and subordinate debt ratings at Ca.  These
ratings still hold to date.  The outlook is negative.

Standard and Poor's placed the company's long-term foreign and
local issuer credits at CCC in April 2006, which still holds to
date.  The outlook is negative.


PRODIGY HEALTH: S&P Cuts Counterparty Credit Rating to B from B+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
rating on Prodigy Health Group Inc. to 'B' from 'B+'.  The outlook
is negative.
     
Standard & Poor's also said that it affirmed its 'B+' ratings on
Prodigy's $20 million revolver due 2011 and $171 million first-
lien term loan due 2012 and assigned a '2' recovery rating. A '2'
recovery rating indicates the expectation for substantial (70%-
90%) recovery in the event of default.
     
In addition, Standard & Poor's lowered its rating on the company's
$75 million second-lien term loan due 2013 to 'CCC+' from 'B-' and
assigned a '6' recovery rating. A '6' recovery rating indicates
the expectation of negligible (0%-10%) recovery in the event of
default.
      
"The downgrade reflects additional uncertainty stemming from
Prodigy's disappointing 2007 earnings performance," explained
Standard & Poor's credit analyst Neal Freedman.  The primary
causes of the shortfall are difficulties integrating the sales
organizations and operations acquired through its November 2006
purchase of CBSA/Performax for $180 million, which was by far
the company's largest transaction.
     
Prodigy is a medical benefits management company focused solely on
the middle market: companies with 100-5,000 employees.  The
company primarily provides third-party administrator services and
medical management services and does not assume any insurance
risk.  Its strategy is to be a cost-competitive alternative to the
Blue Cross Blue Shield plans and large
national healthcare companies in the regions where they operate.  
The company strives to offer the higher level of service more
commonly found in smaller TPAs while having the scale efficiencies
of the larger companies.  Prodigy's acquisition of CBSA/Performa
significantly enhanced the company's geographic scope and
bolstered its competitive position in its marketplace.  Following
the acquisition, Prodigy became the largest independent health
plan manager in the U.S., with about 1,400 clients and 1 million
health plan members.
     
The negative outlook reflects Standard & Poor's uncertainty
regarding the company's efforts to successfully reconfigure its
sales organization and integrate operations following the
acquisition.  If it becomes apparent that Prodigy will not meet
our earnings, leverage, and interest coverage expectations, S&P
will likely lower the ratings by another notch.


PROQUEST LLC: Moody's Places Corporate Family Rating at B1
----------------------------------------------------------
Moody's Investors Service assigned ProQuest LLC a first-time B1
Corporate Family rating, B1 Probability of Default rating, Ba3
rating and LGD3-38% assessment on $280 million of first lien
senior secured credit facilities, and B3 rating and LGD5-87%
assessment on the $60 million second lien senior secured credit
facility.  

The credit facilities were issued in conjunction with Cambridge
Information Group's February 2007 acquisition of ProQuest
Information and Learning Company from Voyager Learning Company
(fka ProQuest Company) for a $222 million cash purchase price. CIG
merged PQIL with its Cambridge Scientific Abstracts, Limited
Partnership business to form ProQuest.  In conjunction with the
transaction, ABRY Partners invested $63 million for a 20% stake in
ProQuest with CIG contributing CSA for the remaining 80% voting
interest and a cash distribution.

Assignments:

Issuer: ProQuest LLC

   -- Corporate Family Rating, Assigned B1

   -- Probability of Default Rating, Assigned B1

   -- Senior Secured First Lien Bank Credit Facility, Assigned
      Ba3, LGD3-38%

   -- Senior Secured Second Lien Bank Credit Facility, Assigned
      B3, LGD5-87%

ProQuest's B1 CFR reflects the company's good market presence and
recurring revenue generated from extensive content databases sold
primarily to libraries through online, print and microfilm
subscriptions.  The customer base is concentrated with academic
libraries, reflecting a focus on content available for deep
subject matter research including extensive archives of
dissertations, out-of-print books and research collections as well
as major market newspapers and a wide variety of periodicals.

ProQuest stands to benefit from continued transition of library
spending on reference materials to digital from print platforms.  
ProQuest's databases contain a mix of licensed content and
publications that the company has made the investment to digitize
and index.  The majority of the content is not exclusive, and
Moody's believes this creates long-term disintermediation risk.  
However, the cost of digitizing the content, creating the
proprietary indexing/taxonomy to improve search functionality, and
one-stop online delivery platform partially mitigates this risk
over the intermediate term.

PQIL has underperformed peers in recent years as prior
management's time was diverted to complete an extensive
restatement of the company's financial statements that resulted in
significant downward adjustments to previously reported 2001-2005
revenue and operating earnings.  CIG expects renewed management
focus and cost savings from integration with its CSA business will
result in a significant improvement in EBITDA margins.  The
magnitude of the projected improvement is aggressive and Moody's
believes integration risk and the cost necessary to establish
effective financial reporting and internal control systems could
lead to margin volatility in 2007 and 2008.

The B1 CFR and stable rating outlook reflect Moody's expectation
that continued library investment in digital content databases and
execution of cost saving initiatives will lift EBITDA margins from
13.7% in 2006 (pro forma PQIL and CSA combined incorporating
Moody's standard adjustments and after expensing content
development costs) to an 18-20% range in 2007 and 2008.  Pro forma
debt-to-EBITDA based on carve-out 2006 audits for PQIL and CSA is
very high at 7.6x but Moody's anticipates in the B1 CFR that the
margin improvement and debt reduction from free cash flow will
result in debt-to-EBITDA in a 4.0-5.0x range over the next 12-18
months.

ProQuest LLC, headquartered in Ann Arbor, Michigan, is an
aggregator, creator and distributor of academic and news content
serving over 10,000 academic, corporate and public libraries
worldwide.  ProQuest's pro forma combined revenues were $341
million in 2006.


PROQUEST LLC: S&P Assigns 'B+' Rating with Stable Outlook
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to library content provider ProQuest LLC.  The
outlook is stable.
     
At the same time, S&P assigned bank loan and recovery ratings to
ProQuest's $340 million credit facilities, consisting of a
$40 million first-lien revolving credit facility due 2013, a
$240 million first-lien term loan B due 2014, and a $60 million
second-lien term loan due 2015.  The first-lien facilities are
rated 'BB-' with a recovery rating of '2', indicating S&P's
expectation of substantial (70%-90%) recovery in the event of a
payment default.  The second-lien facility is rated 'B' with a
recovery rating of '5', indicating S&P's expectation of modest
(10%-30%) recovery in the event of a default.
      
"Proceeds from the transactions were used to finance the February
2007 acquisition of ProQuest Information and Learning from its
previous owner and the subsequent merger with Cambridge Scientific
Abstracts," explained Standard & Poor's credit analyst Andy Liu.
     
ProQuest is majority-owned by Cambridge Information Group Inc.
with ABRY Partners owning a 19.9% stake.  Total debt outstanding
as of June 30, 2007, was $307.5 million.
     
The ratings on ProQuest reflect some dependence on public library
funding, fairly mature growth prospects, and a highly competitive
market that includes better-capitalized players than ProQuest.  
These factors are partially offset by the company's good market
share and recurring revenue stream with solid customer retention
history.


PTARMIGAN PEAK: Moody's Junks Rating on $11.25 Million Swap Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by Portfolio Credit Default Swap (Ptarmigan Peak Mezzanine Swap)
on review for possible downgrade:

   -- $11,250,000 Initial Tranche Notional Amount Credit
      Default Swap

      Prior Rating: Ba3

      Current Rating: Caa3, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


PYXIS ABS: Moody's Junks Rating on $18 Million Class F Notes
------------------------------------------------------------
Moody's Investors Service placed these notes issued by Pyxis ABS
CDO 2007-1 Ltd. on review for possible downgrade:

   -- $945,000,000 Class A-1 Variable Funding Senior Secured
      Floating Rate Notes Due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $43,000,000 Class S Senior Secured Notes Due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $168,000,000 Class A-2 Senior Secured Floating Rate Notes
      Due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $111,000,000 Class B Secured Floating Rate Notes Due 2047

      Prior Rating: Aa2

      Current Rating: Aa2, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $102,750,000 Class C Secured Deferrable Floating Rate
      Notes Due 2047

      Prior Rating: A2

      Current Rating: Ba1, on review for possible downgrade

   -- $73,000,000 Class D-1 Secured Deferrable Floating Rate
      Notes Due 2047

      Prior Rating: Baa2

      Current Rating: Ba3, on review for possible downgrade

   -- $10,250,000 Class D-2 Secured Deferrable Floating Rate
      Notes Due 2047

      Prior Rating: Baa3

      Current Rating: B2, on review for possible downgrade

   -- $18,000,000 Class E Deferrable Notes Due 2047

      Prior Rating: Ba1

      Current Rating: B3, on review for possible downgrade

   -- $18,000,000 Class F Deferrable Notes Due 2047

      Prior Rating: Ba3

      Current Rating: Caa1, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


QMED INC: Lack of Added Capital Prompts Job Cut by One-Third
------------------------------------------------------------
QMed Inc. disclosed Tuesday that the company has determined to
significantly reduce its work force in connection with the
programs or areas which are being eliminated or reduced, in light
of QMed not obtaining additional capital.

The company is reducing its operating structure, as it seeks to
maximize the value of the remaining businesses and assets.

Accordingly, the company employee base has been reduced from over
90 to approximately 30.

Jane Murray, president and chief executive officer, stated, "It is
with great sadness that QMed has had to take this action."

As reported in the Troubled Company Reporter on Nov. 5, 2007,
QMed Inc. said it is exploring seeking protection under the
federal bankruptcy laws as the company continues to incur losses.  
The company has been unable to raise adequate capital to support
both its operational needs and statutory reserve requirements
related to its business and certain of its subsidiaries.

As a result, it will be limiting or disengaging from Special Needs
Plan related activity in South Dakota, and will be working to
transition or conclude involvement in its New Jersey Special Needs
Plan.

                         About QMed Inc.

QMed provides evidence-based clinical information management
systems around the country to its health plan customers. The
system incorporates Disease Management services to patients and
decision support to physicians. The Company's QMedCare subsidiary
specializes in serving high-risk populations of Medicare
beneficiaries. The Company also operates a Medicare Demonstration
to test the feasibility of reimbursing its care coordinated DM
services in the vast Medicare fee-for-service program. More
information on QMed, Inc. can be obtained at www.qmedinc.com, by
calling (732) 544-5544 or by emailing investor@qmedinc.com.


RAINIER CBO: S&P Lifts Ratings and Removes Positive CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-4C, B-1L, B-1P, and B-2 notes issued by Rainier CBO I Ltd., an
arbitrage high-yield CBO transaction managed by Churchill Pacific
Asset Management, and removed them from CreditWatch with positive
implications.  At the same time, S&P withdrew its 'AAA' rating on
the class A-3L notes from the same transaction.
     
The raised ratings reflect factors that have positively affected
the credit enhancement available to support the rated notes since
the transaction was last reviewed in August 2006.    These factors
include improved par coverage ratios due to paydowns on the class
A-3L, A-4C, B-1L, and B-2 liabilities.  Since the August 2006
upgrades, the transaction has paid down $62.00 million on the A-3L
notes, $18.481 million on the A-4C notes, $0.560 million on the B-
1L notes, and $1.04 million on the B-2 notes for a total of
$156.548 million.  
     
As part of its analysis, Standard & Poor's reviewed the results of
recent cash flow model runs.  These runs stressed various
parameters that are instrumental in the performance of this
transaction and are used to determine its ability to withstand
various levels of default.  When the stressed performance of the
transaction was compared with the projected default performance of
the current collateral pool, Standard & Poor's found that the
projected performance of the class A-4C, B-1L, B-1P, and B-2
notes, given the current quality of the collateral pool, was not
consistent with the prior ratings.  Consequently, Standard &
Poor's upgraded these classes.


      Ratings Raised and Removed from Creditwatch Positive
   
                      Rainier CBO I Ltd.
   
                                    Rating
                                    ------
              Class           To               From
              -----           --               ----
              A-4C            AAA              BBB+/Watch Pos
              B-1L            A-               BB+/Watch Pos
              B-1P            BBB+             BB/Watch Pos
              B-2             BB+              B+/Watch Pos

                       Rating Withdrawn
   
                      Rainier CBO I Ltd.

                               Rating
                               ------
                    Class     To      From
                    -----     --      ----
                    A-3L      NR      AAA

                       NR - Not rated.


RASC MORTGAGE: Fitch Pares Ratings on 7 Cert. Classes to Low-B
--------------------------------------------------------------
Fitch Ratings took these rating actions on the two series of
RASC mortgage pass-through certificates.  Affirmations total
$989.2 million and downgrades total $213.3 million.  Break Loss
percentages and Loss Coverage Ratios for each class is included
with the rating actions:

RASC 2007KS1

   -- $295.1 million class A affirmed at 'AAA' (BL: 35.93, LCR:
      2.74);

   -- $16 million class M-1S affirmed at 'AA+' (BL: 31.8, LCR:
      2.43);

   -- $14.3 million class M-2S downgraded to 'AA' from 'AA+'
      (BL: 28.06, LCR: 2.14);

   -- $8.4 million class M-3S downgraded to 'AA-' from 'AA+'
      (BL: 25.84, LCR: 1.97);

   -- $7.8 million class M-4 downgraded to 'AA-' from 'AA' (BL:
      23.76, LCR: 1.81);

   -- $7.6 million class M-5 downgraded to 'A+' from 'AA-' (BL:
      21.54, LCR: 1.64);

   -- $6.7 million class M-6 downgraded to 'A-' from 'A+' (BL:
      19.44, LCR: 1.48);

   -- $6.7 million class M-7 downgraded to 'BBB+' from 'A-'
      (BL: 17.15, LCR: 1.31);

   -- $4.8 million class M-8 downgraded to 'BBB-' from 'BBB+'
      (BL: 15.39, LCR: 1.17);

   -- $4.4 million class M-9 downgraded to 'BB' from 'BBB' (BL:
      13.78, LCR: 1.05);

   -- $5.9 million class B downgraded to 'B' from 'BB+' (BL:
      11.86, LCR: 0.9).

Deal Summary

   -- Originators: 100% GMAC RFC;
   -- 60+ day Delinquency: 7.6%;
   -- Realized Losses to date (% of Original Balance): 0.04%;
   -- Expected Remaining Losses (% of Current Balance): 13.11%;
   -- Cumulative Expected Losses (% of Original Balance):
      12%.

RASC 2007-KS2

   -- $678 million class A affirmed at 'AAA' (BL: 39.58, LCR:
      2.00);

   -- $42 million class M-1 downgraded to 'AA-' from 'AA+' (BL:
      34.91, LCR: 1.76);

   -- $43 million class M-2 downgraded to 'A' from 'AA' (BL:
      30.13, LCR: 1.52);

   -- $20 million class M-3 downgraded to 'A-' from 'AA' (BL:
      27.87, LCR: 1.41);

   -- $18 million class M-4 downgraded to 'BBB+' from 'AA-'
      (BL: 25.75, LCR: 1.30);

   -- $17.5 million class M-5 downgraded to 'BBB-' from 'A+'
      (BL: 23.62, LCR: 1.19);

   -- $15.5 million class M-6 downgraded to 'BB' from 'A' (BL:
      21.56, LCR: 1.09);

   -- $15 million class M-7 downgraded to 'BB' from 'A-' (BL:
      19.49, LCR: 0.99);

   -- $13 million class M-8 downgraded to 'B' from 'BBB+' (BL:
      17.62, LCR: 0.89);

   -- $10.5 million class M-9 downgraded to 'B' from 'BBB' (BL:
      16.18, LCR: 0.82);

   -- $11 million class M-10 downgraded to 'B' from 'BBB-' (BL:
      15.05, LCR: 0.76).

Deal Summary

   -- Originators: 100% GMAC RFC;
   -- 60+ day Delinquency: 12.1%;
   -- Realized Losses to date (% of Original Balance): 0.09%;
   -- Expected Remaining Losses (% of Current Balance): 19.79%;
   -- Cumulative Expected Losses (% of Original Balance):
      18.33%.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.

   -- 'Downgrade Criteria for Recent Vintage U.S. Subprime
      RMBS' (Aug. 8, 2007);

   -- 'U.S. Subprime RMBS/HEL Upgrade/Downgrade Criteria'
      (June 12 ,2007).


RESCARE INC: Earns $11.5 Million in Third Quarter Ended Sept. 30
----------------------------------------------------------------
ResCare Inc. reported results for the third quarter and nine
months ended Sept. 30, 2007.

              Third Quarter 2007 Financial Highlights

Income from continuing operations was $11.5 million compared with
$10.7 million in the same period of 2006.

Revenues for the third quarter of 2007 increased 10.4% over the
prior year period to a record $365 million.

As of Sept. 30, 2007, the company had total assets of $780.9  
million, total liabilities of $387.5 million, and total
stockholders' equity of $393.4 million.

Full-text copies of the company's financials are available for
free at http://ResearchArchives.com/t/s?24fe.

                          2007 Guidance

The company has updated its 2007 guidance for diluted earnings per
common share from the range of a $1.24 - $1.28 to a range of a
$1.27 to $1.30 on projected revenues of about $1.45 billion.

Ralph Gronefeld, ResCare president and chief executive officer,
said, "I am pleased with our third quarter results, which confirms
our management and operations strength.  Our industry leadership,
experience and strong balance sheet position us well for a growing
number of acquisitions that can expand our footprint and diversify
our services.  It also gives us the opportunity to be selective
and provides assurance that the acquisitions are a good match for
ResCare.  This year, we have completed nine acquisitions, adding
annualized revenues of about $92 million."

In closing, Mr. Gronefeld added, "There is increasing need for our
service, and we are responding to that demand by providing high
quality services, delivered by dedicated employees.  We have
outstanding employees and every day I am grateful to them for
their hard work and belief in our mission."

                        About ResCare Inc.

ResCare, Inc. -- http://www.rescare.com/--  founded in 1974,
provides services in 36 states, Washington, D.C., Puerto Rico and
Canada.  ResCare is a human service company that provides
residential, therapeutic, job training and educational supports to
people with developmental or other disabilities, to youth with
special needs and to adults who are experiencing barriers to
employment.  The Company is based in Louisville, Kentucky.

                          *     *     *

In September 2006, Moody's placed the company's long-term
corporate family rating and probability of default rating at Ba3,
bank loan debt rating at Ba1, and senior unsecured debt rating at
B1.  These ratings still hold to date.  The outlook is stable.

Standard & Poor's placed the company's long-term foreign and local
issuer credits at BB- in August 2006, which still holds to date.  
The outlook is stable.


REVLON INC: Sept. 30 Balance Sheet Upside-Down by $1.15 Billion
---------------------------------------------------------------
Revlon Inc. reported Tuesday results for the third quarter and
nine months ended Sept. 30, 2007.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$882.4 million in total assets and $2.03 billion in total
liabilities, resulting in a $1.15 billion in total shareholders'
deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $456.6 million in total current
assets available to pay $524.9 million in total current
liabilities.

Net loss in the third quarter of 2007 was $10.4 million, compared
with a net loss of $100.5 million in the third quarter of 2006.

Net sales in the third quarter of 2007 increased 11.0% to
$339.7 million, compared to net sales of $305.9 million in the
third quarter of 2006.  Excluding the impact of foreign currency
fluctuations, net sales in the third quarter increased 8.6% versus
year-ago.  Third quarter 2006 net sales were reduced by
approximately $15 million from Vital Radiance.

Commenting on today's announcement, Revlon president and chief
executive officer, David Kennedy, said, "Our performance in the
third quarter was driven by a combination of increased net sales,
continued benefits from the restructuring actions we took in 2006
and early in 2007 and ongoing control of our costs.  Based on our
performance in the third quarter and our outlook for the remainder
of the year, full year adjusted EBITDA is expected to exceed our
previous forecast of $210 million."

In the United States, net sales in the third quarter of 2007
increased 19.7% to $190.9 million, compared with net sales of
$159.5 million in the third quarter of 2006.  In the company's
international operations, net sales in the third quarter of 2007
increased 1.6% to $148.8 million, compared to net sales of
$146.4 million in the third quarter of 2006.  

Operating income was $20.7 million in the third quarter of 2007,
versus an operating loss of $57.2 million in the third quarter of
2006.  Adjusted EBITDA in the third quarter of 2007 was
$43.9 million, compared to an adjusted EBITDA loss of
$25.1 million in the same period last year.  In the third quarter
2006, Vital Radiance, executive severance and restructuring
expenses reduced the company's operating profitability
by $72 million and adjusted EBITDA by approximately $64 million.
The third quarter of 2007 included restructuring expenses of
$500,000.  Excluding the impact of these items, the improvements
in operating income, net loss and adjusted EBITDA were driven by
net sales increases, continued benefits from restructuring actions
and ongoing cost controls.

                       Nine Months Results

Net sales in the first nine months of 2007 advanced 6.8% to
$1.02 billion, compared to net sales of $952.5 million in the
first nine months of 2006.  Excluding the impact of foreign
currency fluctuations, net sales in the first nine months
increased 5.5% versus year-ago.  Net sales in the first nine
months of 2006 were reduced by approximately $15 million from
Vital Radiance.

In the United States, net sales in the first nine months of 2007
increased 9.4% to $588.4 million compared with net sales of
$537.8 million in the first nine months of 2006.  In the company's
international operations, net sales in the first nine months of
2007 increased 3.5% to $429.1 million, compared with net sales of
$414.7 million in the first nine months of 2006.  

Operating income was $40.6 million in the first nine months of
2007, versus an operating loss of $120.3 million in the first nine
months of 2006.  Net loss in the first nine months of 2007 was
$56.9 million, or $0.11 per diluted share, compared with a net
loss of $245.8 million in the first nine months of 2006.  Adjusted
EBITDA in the first nine months of 2007 was $118.2 million,
compared to an adjusted EBITDA loss of $30.0 million in the
same period last year.  In the first nine months of 2006, Vital
Radiance, executive severance and restructuring expenses reduced
the company's operating profitability by $124 million and adjusted
EBITDA by approximately $113 million.  Results for the first nine
months of 2007 included restructuring expenses of $6.9 million.
Excluding the impact of these items, the improvements in operating
income, net loss and adjusted EBITDA were driven by net sales
increases, continued benefits from restructuring actions and
ongoing cost controls.

Cash flow used for operating activities in the first nine months
of 2007 was $47.6 million, compared with cash flow used for
operating activities of $124.8 million in the first nine months of
2006.  This improvement was primarily due to a lower net loss and
decreased permanent display spending, partially offset by changes
in net working capital.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2503

                        About Revlon Inc.

Revlon Inc. (NYSE: REV) -- http://www.revloninc.com/-- is a  
worldwide cosmetics, skincare, fragrances, beauty tools, hair
color, anti-perspirants/deodorants and personal care products
company.  The Company's brands, which are sold worldwide, include
Revlon(R), Almay(R), Ultima(R), Charlie(R), Flex(R) and   
Mitchum(R).


ROGELIO SORRENTINI: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtors: Rogelio Velazquez-Sorrentini
         Katherine L. Leach
         Palma Real, Suite 6
         Paseo Las Palmas
         Dorado, PR 00646

Bankruptcy Case No.: 07-06572

Chapter 11 Petition Date: November 6, 2007

Court: District of Puerto Rico (Old San Juan)

Debtors' Counsel: Hector L. Freire Ortiz, Esq.
                  Freire Ortiz Law Office
                  P.O. Box 246-3071 Avenue Alejandrino
                  Guaynabo, PR 00969-7035
                  Tel: (787) 783-2704

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

Debtors' list of its 19 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Mercedes-Benz Financial                      $69,256
27777 Inkster Road
Farmington Hils, MI 48334

Universal Card                               $14,323
P.O. Box 6241
Sioux Falls, SD 57117

Discover Card                                $12,733
12 Reads Way
New Castle, DE 19720-1649

Discover                                     $12,723

Chase Bank                                   $10,772

Ford Credit                                   $9,766

Chase Bank                                    $6,304

Chase                                         $6,304

Citifinancial-Rooms To Go                     $5,305

Sears                                         $4,874

HSBC/RT                                       $4,480

Home Depot - THD/CBSD                         $4,292

MCYDSNB-Macy's                                $2,640

MCYDSNB                                       $2,399

HSBC/BOSE                                     $2,306

Nordstrom FSB                                 $1,668

Capital One Bank                              $1,157

Chase-Pier                                      $500

AFNI Inc.-Nextel                                $433


SCO GROUP: Seeks Court OK to Expand Mesirow's Scope of Services
---------------------------------------------------------------
The SCO Group Inc. and SCO Operations Inc. ask the U.S. Bankruptcy
Court for the District of Delaware for permission to expand the
scope of Mesirow Financial Consulting LLC's services as their
financial advisor.

The Debtors propose that Mesirow's services include sale and
valuation, nunc pro tunc to Oct. 8, 2007.

A hearing to consider the Debtors' request has been set for
Dec. 5, 2007, at 10:00 a.m.

Recently, the Court approved the employment of Mesirow based on
the Debtors' original application.

The original application, as reported in the Troubled Company
Reporter on Nov. 5, 2007, indicated that nunc pro tunc to
Sept. 14, 2007, Mesirow will:

   a. assist in the preparation of or review of reports or filings
      as required by the Bankruptcy Court or the Office of the
      United States Trustee, including, but not limited to,
      schedules of assets and liabilities, statements of financial
      affairs and monthly operating reports;

   b. assist in the preparation of or review of the Debtors'
      financial information, including, but not limited to,
      analyses of cash receipts and disbursements, financial
      statement items and proposed transactions for which
      Bankruptcy Court approval is sought;

   c. assist with the analysis, tracking and reporting regarding
      cash collateral and any debtor-in-possession financing
      arrangements and budgets;

   d. assist with the implementation of bankruptcy accounting
      procedures as may be required by the Bankruptcy Code and
      generally accepted accounting principles;

   e. advise and assist regarding tax planning issues, including,
      but not limited to, assistance in estimating net operating
      loss carryforwards, international, state and local tax
      issues and the tax considerations of proposed plans of
      reorganizations;
  
   f. assist with identifying and implementing potential cost
      containment opportunities;

   g. assist with identifying and implementing asset redeployment
      opportunities;

   h. analyze assumption and rejection issues regarding executory
      contracts and leases;

   1. assist in the preparation and review of proposed business
      plans and the business and financial condition of the
      Debtors generally;

   j. assist in evaluating reorganization strategies and
      alternatives;

   k. review and critique of the Debtors' financial projections
      and assumptions;

   i. prepare enterprise, asset and liquidation valuations;

   m. assist in preparing documents necessary for confirmation;

   n. advise and assist to the Debtors in negotiations and
      meetings with the Creditors' Committee, the bank lenders and
      other parties-in-interest;

   o. advise and assist on the tax consequences of proposed plans
      of reorganization;

   p. assist with the claims resolution procedures, including, but
      not limited to, analyses of creditors' claims by type and
      entity;

   q. render litigation consulting services and expert witness
      testimony regarding confirmation issues, avoidance actions
      or other matters; and

   r. render other functions as requested by the Debtors or their
      counsel to assist the Debtors in these Chapter 11 Cases.

The Debtors will pay Mesirow according to the firm's customary
hourly rates:

          Designation                       Hourly Rate
          -----------                       -----------
          Sr. Managing Director,            $650 - $690
            Managing Director and
            Director
          Sr. Vice-President                $550 - $620
          Vice President                    $450 - $520
          Senior Associate                  $350 - $420
          Associate                         $190 - $290
          Paraprofessional                      $150

Mesirow will bill a fixed fee of $35,000 for the preparation of
schedules of assets and liabilities and the statement of financial
affairs.  All other services, as requested by the Debtors, and
agreed to by Mesirow, will be billed at the normal and customary
rates listed above less a 10% discount to fees as determined.

Prior to the bankruptcy filing, Mesirow received an advance
payment retainer of $35,000 from the Debtors.  Of that retainer,
$0 has been applied to fees and expenses incurred prior to the
bankruptcy filing.  The balance of this retainer will be held by  
Mesirow and applied against postpetition fees and expenses to the
extent allowed by the Court.

To the best of the Debtors' knowledge, Mesirow is a "disinterested
person" as that term is defined in section 101(14) of the
Bankrptcy Code as modified by section 11 07 (b) of the Bankruptcy
Code.

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 J. Spector,
Esq. at Berger Singerman PA and Laura Davis Jones, Esq. at
Pachulski Stang  Ziehl & Jones LLP are co-counsels to the Debtors.  
Epiq Bankruptcy Solutions, LLC, acts as the Debtors' claims and
noticing agent.  The United States Trustee failed to form an
Official Committee of Unsecured Creditors in these cases due to
insufficient response from creditors.  The Debtors' exclusive
period to file a chapter 11 plan expires on March 12, 2008.  The
Debtors' schedules of assets and liabilities showed total assets
of $9,549,519 and total liabilities of $3,018,489.


SCO GROUP: Taps CFO Solutions for Chief Financial Officer Search
----------------------------------------------------------------
The SCO Group Inc. and its affiliate, SCO Operations Inc., seek
authority from the U.S. Bankruptcy Court for the District of
Delaware, to employ CFO Solutions LC to provide their company with
a chief financial officer, nunc pro tunc to Oct. 1, 2007.

CFO Solutions provides consulting services and temporary employees
to staff CFO and other key financial positions in companies.  

CFO Solutions proposes the appointment of Ken Nielsen as the
Debtors' chief financial officer.  Mr. Nielsen is expected to
assist the Debtors in financial and general management matters,
including, evaluating and implementing strategic and tactical
options through the restructuring process.

Specifically, Mr. Nielsen will:

     (a) develop and implement cash management strategies
         and reporting protocols;

     (b) develop and evaluate various restructuring
         alternatives and negotiate with key creditors and
         other stakeholders;

     (c) assist in day-to-day oversight and management of
         the Debtors' operations; and

     (d) counsel and assist the Debtors through the marketing
         and sale process, or other reorganization strategies,
         including the identification of the highest and best
         transaction, and to assist with such other matters as
         may be requested that fall within the firm's expertise
         and mutually agreeable.

The Debtors tells the Court that the firm will charge $150 per
hour.  Of the total amount, Mr. Nielsen will receive $105 through
the Debtors' payroll and $45 will be paid to the firm.

The Debtors also relates that they agreed to pay the firm an
amount not to exceed 30% of Mr. Nilesen's annual salary, minus all
amounts paid to the firm, as of the date of termination as a
placement fee, if Mr. Nielsen will be terminated prior to the
expiration of the six month term.

Furthermore, the Debtors agreed to pay the firm $40,000 minus 70%
of any severance amounts paid to Mr. Nielsen, if the Debtors
terminate Mr. Nielsen, without cause, or if Mr. Nielsen is unable
to perform the services.

If the Court does not approve the hourly payments to the firm
under the agreement, the Debtors have agreed to compensate the
firm 30% of Mr. Nielsen's annual base salary, as a placement fee
for a chief operating officer.

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

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 has office locations in
Australia, Austria, Argentina, Brazil, China, Japan, Poland,
Russia, the United Kingdom, among others.

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).  Epiq Bankruptcy Solutions LLC, acts as the
Debtors' claims and noticing agent.  The U.S. Trustee failed to
form an Official Committee of Unsecured Creditors in these cases
due to insufficient response from creditors.  The Debtors'
exclusive period to file a chapter 11 plan expires on March 12,
2008.  The Debtors' schedules of assets and liabilities showed
total assets of $9,549,519 and total liabilities of $3,018,489.


SCO GROUP: Wants to Employ Tanner LC as Accountants
---------------------------------------------------
The SCO Group Inc. and its affiliate, SCO Operations Inc., seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Tanner LC as their accountants, nunc pro tunc
to Oct. 2, 2007.

Tanner LC will perform an audit of the Debtors' consolidated
financial statements for the year ending Oct. 31, 2007, and to
assist the Debtors in reviewing their financial statements and
other documents necessary for the Securities and Exchange
Commission submissions.

Kent M. Bowman, an auditor at Tanner LC tells the Court the
Debtors agreed to pay an estimated amount of approximately
$196,000.  The firm's reviews of the 10-Q's will bill a fixed fee
of $22,500 per 10-Q report.  For all other services in connection
with the services rendered, the firm will bill at the normal
customary rate.

To the best of the Debtors' knowledge, the firm is "disinterested"
as that term is defined in Section 101(14) of the Bankruptcy Code.

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 has office locations in
Australia, Austria, Argentina, Brazil, China, Japan, Poland,
Russia, the United Kingdom, among others.

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).  Epiq Bankruptcy Solutions LLC, acts as the
Debtors' claims and noticing agent.  The U.S. Trustee failed to
form an Official Committee of Unsecured Creditors in these cases
due to insufficient response from creditors.  The Debtors'
exclusive period to file a chapter 11 plan expires on March 12,
2008.  The Debtors' schedules of assets and liabilities showed
total assets of $9,549,519 and total liabilities of $3,018,489.


SECURITIZED ASSET: Fitch Takes Rating Actions on Three Deals
------------------------------------------------------------
Fitch Ratings took these rating actions on the three series of
Securitized Asset Backed Receivables transactions listed below.
Affirmations total $1.4 billion and downgrades total
$839.3 million.  In addition, about $805.2 million (included in
the above rating actions) are placed on Rating Watch Negative.
Break Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

SABR 2007-HE1

   -- $221.8 million class A-1 downgraded to 'AA-' from 'AAA'
      (BL: 39.96, LCR: 1.81) and placed on Rating Watch
      Negative;

   -- $204.7 million class A-2A rated 'AAA' (BL: 53.69, LCR:
      2.44) and placed on Rating Watch Negative;

   -- $70.3 million class A-2B rated 'AAA' (BL: 46.83, LCR:
      2.13) and placed on Rating Watch Negative;

   -- $82.1 million class A-2C rated 'AAA' (BL: 41.24, LCR:
      1.87) and placed on Rating Watch Negative;

   -- $57.5 million class A-2D downgraded to 'AA-' from 'AAA'
      (BL: 38.93, LCR: 1.75) and placed on Rating Watch
      Negative;

   -- $56.6 million class M-1 downgraded to 'A-' from 'AA+'
      (BL: 31.9, LCR: 1.44) and placed on Rating Watch
      Negative;

   -- $28.5 million class M-2 downgraded to 'BBB' from 'AA'
      (BL: 28.58, LCR: 1.29) and placed on Rating Watch
      Negative;

   -- $17.4 million class M-3 downgraded to 'BBB' from 'AA-'
      (BL: 26.54, LCR: 1.2) and placed on Rating Watch
      Negative;

   -- $15.1 million class M-4 downgraded to 'BBB-' from 'A+'
      (BL: 24.53, LCR: 1.11) and placed on Rating Watch
      Negative;

   -- $14.2 million class M-5 downgraded to 'BB' from 'A' (BL:
      22.56, LCR: 1.02) and placed on Rating Watch Negative;

   -- $12.8 million class M-6 downgraded to 'B' from 'A-' (BL:
      20.67, LCR: 0.93) and placed on Rating Watch Negative;

   -- $12.8 million class B-1 downgraded to 'B' from 'BBB+'
      (BL: 18.57, LCR: 0.84) and placed on Rating Watch
      Negative;

   -- $10.5 million class B-2 downgraded to 'B' from 'BBB' (BL:
      16.84, LCR: 0.76) and placed on Rating Watch Negative;

   -- $8.7 million class B-3 downgraded to 'CCC' from 'BBB-'.

Deal Summary

   -- Originators: WMC Mortgage Corp. (90.51%), NC Capital
      Corporation (9.49%)
   -- 60+ day Delinquency: 19.56%;
   -- Realized Losses to date (% of Original Balance): 0.67%;
   -- Expected Remaining Losses (% of Current Balance): 22.14%;
   -- Cumulative Expected Losses (% of Original Balance):
      20.88 %.

SABR 2007-NC1

   -- $245.8 million class A-1, rated 'AAA' (BL: 42.46, LCR:
      2.01) placed on Rating Watch Negative;

   -- $144.9 million class A-2A affirmed 'AAA' (BL: 59.57, LCR:
      2.83);

   -- $127.2 million class A-2B, rated 'AAA' (BL: 42.72, LCR:
      2.03) placed on Rating Watch Negative;

   -- $18 million class A-2C, rated 'AAA' (BL: 42, LCR: 1.99)
      placed on Rating Watch Negative;

   -- $47 million class M-1 downgraded to 'A+' from 'AA+' (BL:
      36.07, LCR: 1.71) and placed on Rating Watch Negative;

   -- $41.9 million class M-2 downgraded to 'A-' from 'AA+'
      (BL: 30.51, LCR: 1.45) and placed on Rating Watch
      Negative;

   -- $15.2 million class M-3 downgraded to 'BBB+' from 'AA'
      (BL: 28.46, LCR: 1.35) and placed on Rating Watch
      Negative;

   -- $20.3 million class M-4 downgraded to 'BBB' from 'AA-'
      (BL: 25.65, LCR: 1.22) and placed on Rating Watch
      Negative;

   -- $15.2 million class M-5 downgraded to 'BBB-' from 'A+'
      (BL: 23.39, LCR: 1.11) and placed on Rating Watch
      Negative;

   -- $11.8 million class M-6 downgraded to 'BB' from 'A' (BL:
      21.56, LCR: 1.02) and placed on Rating Watch Negative;

   -- $13.5 million class B-1 downgraded to 'B' from 'A-' (BL:
      19.30, LCR: 0.92) and placed on Rating Watch Negative;

   -- $7.6 million class B-2 downgraded to 'B' from 'BBB+' (BL:
      17.97, LCR: 0.85) and placed on Rating Watch Negative;

   -- $11 million class B-3 downgraded to 'B' from 'BBB' (BL:
      16.39, LCR: 0.78) and placed on Rating Watch Negative.

Deal Summary

   -- Originators: NC Capital Corporation (100%)
   -- 60+ day Delinquency: 17.62%;
   -- Realized Losses to date (% of Original Balance): 0.21%;
   -- Expected Remaining Losses (% of Current Balance): 21.08%;
   -- Cumulative Expected Losses (% of Original
      Balance):18.89%.

SABR 2007-NC2

   -- $240.1 million class A-1, rated 'AAA' (BL: 45.75, LCR:
      2.22) placed on Rating Watch Negative;

   -- $147.7 million class A-2A affirmed at 'AAA' (BL: 61.7,
      LCR: 2.99)

   -- $116 million class A-2B, rated 'AAA' (BL: 43.74, LCR:
      2.12) placed on Rating Watch Negative;

   -- $10.5 million class A-2C, rated 'AAA' (BL: 43.56, LCR:
      2.11) placed on Rating Watch Negative;

   -- $49.7 million class M-1 downgraded to 'AA-' from 'AA+'
      (BL: 38.62, LCR: 1.87) and placed on Rating Watch
      Negative;

   -- $40.9 million class M-2 downgraded to 'A+' from 'AA+'
      (BL: 33.25, LCR: 1.61) and placed on Rating Watch
      Negative;

   -- $19.2 million class M-3 downgraded to 'A-' from 'AA' (BL:
      30.71, LCR: 1.49) and placed on Rating Watch Negative;

   -- $22.9 million class M-4 downgraded to 'BBB+' from 'AA-'
      (BL: 27.66, LCR: 1.34) and placed on Rating Watch
      Negative;

   -- $15.8 million class M-5 downgraded to 'BBB' from 'A+'
      (BL: 25.51, LCR: 1.24) and placed on Rating Watch
      Negative;

   -- $13.7 million class M-6 downgraded to 'BBB-' from 'A'
      (BL: 23.42, LCR: 1.14) and placed on Rating Watch
      Negative;

   -- $15.4 million class B-1 downgraded to 'BB' from 'A-' (BL:
      20.96, LCR: 1.02) and placed on Rating Watch Negative;

   -- $9.1 million class B-2 downgraded to 'B' from 'BBB+' (BL:
      19.42, LCR: 0.94) and placed on Rating Watch Negative;

   -- $11.2 million class B-3 downgraded to 'B' from 'BBB' (BL:
      17.92, LCR: 0.87) and placed on Rating Watch Negative.

Deal Summary

   -- Originators: NC Capital Corporation (100%)
   -- 60+ day Delinquency: 15.48%;
   -- Realized Losses to date (% of Original Balance): 0.12%;
   -- Expected Remaining Losses (% of Current Balance): 20.62%;
   -- Cumulative Expected Losses (% of Original
      Balance):18.68%.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.

   -- 'Downgrade Criteria for Recent Vintage U.S. Subprime
      RMBS' (Aug. 8, 2007);

   -- 'U.S. Subprime RMBS/HEL Upgrade/Downgrade Criteria'
      (June 12 ,2007).


SENSATA TECH: Incurs $86.7 Million Net Loss in Third Quarter 2007
-----------------------------------------------------------------
Sensata Technologies B.V. announces Third quarter 2007 net
revenue was $357.4 million, which represents an increase of
$70.2 million or 24.4% over the third quarter of 2006.  For the
third quarter ended Sept. 30, 2007, the company had a net loss of
$86.7 million, as compared with a net loss of $75.7 million in the
year-ago quarter.

For the nine months ended Sept. 30, 2007, net revenue was
$1 billion, an increase of 17.2% from $879.5 million for the same
period in 2006.  Net loss for the nine months ended Sept. 30,
2007, was $172.3 million, as compared with net loss for the nine
months ended Sept. 30, 2006, of $147.2 million.

The quarter ending cash balance of $54.0 million was down from
this year's second quarter balance of $105.9 million,
primarily due to the $89.7 million in cash that was used in
connection with the acquisition of Airpax Holdings, Inc.

The company had about $3.6 billion in total assets, about
$2.9 billion in total liabilities, and about $652.9 million in
stockholders' equity as of Sept. 30, 2007.

Tom Wroe, chairman and chief executive officer said, "We
experienced double-digit percentage growth in net revenue and
Adjusted EBITDA for both the third quarter and the nine months
ended Sept. 30, 2007.  This was accomplished mainly through the
expansion of our core sensor base net revenue and the execution
of our acquisition strategy.  The outlook for our overall
business remains positive through year end though we will
continue to monitor various trends in the global macroeconomic
environment."

                    Recent Developments

On July 27, 2007, Sensata Technologies, Inc., the Company's
principal U.S. operating subsidiary, completed the acquisition
of Airpax Holdings, Inc., a leading manufacturer of components
and systems for power protection, sensing and controls
applications.  The purchase price was $277.5 million plus fees
and expenses and the transaction was closed using a combination
of cash and new borrowings.  Approximately $195 million in a
new senior subordinated term loan was issued and the balance was
funded with cash on hand.

Mr. Wroe added, "We have successfully begun the integration of
Airpax Holdings, Inc. into Sensata. We now have a leading market
position in our Controls business segment for the higher-growth
network power and critical, high-reliability mobile power
applications; markets where we did not
previously compete."

                  About Sensata Technologies BV

Headquartered in Attleboro, Massachusetts, Sensata Technologies BV
-- http://www.sensata.com/-- is a supplier of sensors and
controls across a range of markets and applications.  The
company has manufacturing locations in Brazil, Mexico, China,
Japan, and the Netherlands.  Sensata Technologies employs
approximately 5,400 people worldwide.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 1, 2007,
Moody's Investors Service affirmed Sensata Technologies BV's B2
corporate family rating in response to the company's issuance of
GBP141 million ($195 million) senior subordinate term loan and use
of cash on hand to acquire Airpax Holdings Inc. for $276 million,
including fees and expenses.

At the same time, Moody's upgraded Sensata's senior secured credit
facility to Ba3 and its $450 million unsecured notes to B3.  The
rating of the subordinate notes remains at Caa1.  The outlook is
negative.


SHERWOOD III: Moody's Junks Ratings on Four Note Classes
--------------------------------------------------------
Moody's Investors Service downgraded seven classes of notes issued
by Sherwood III ABS CDO Ltd., with five of these classes left on
review for further possible downgrade.  The notes affected by the
rating action are:

   -- $273,000,000 Class A1SA Variable Funding Senior Secured
      Floating Rate Notes Due 2047

      Prior Rating: Aaa

      Current Rating: Ba1, on review for possible downgrade

   -- $50,000,000 Class A1SB Variable Funding Senior Secured
      Floating Rate Notes Due 2047

      Prior Rating: Aaa

      Current Rating: Ba1, on review for possible downgrade

   -- $59,000,000 Class A1J Senior Secured Floating Rate Notes
      Due 2047

      Prior Rating: Aaa, on review for possible downgrade

      Current Rating: B3, on review for possible downgrade

   -- $51,000,000 Class A2 Senior Secured Floating Rate Notes
      Due 2047

      Prior Rating: Aa2, on review for possible downgrade

      Current Rating: Caa2, on review for possible downgrade

   -- $18,000,000 Class A3 Secured Deferrable Interest Floating
      Rate Notes Due 2047

      Prior Rating: A2, on review for possible downgrade

      Current Rating: Caa3, on review for possible downgrade

   -- $24,000,000 Class B Mezzanine Secured Deferrable Interest
      Floating Rate Notes Due 2047

      Prior Rating: Baa3

      Current Rating: Ca

   -- $7,000,000 Class C Mezzanine Secured Deferrable Interest
      Floating Rate Notes Due 2047

      Prior Rating: Ba3

      Current Rating: Ca

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence on
Oct. 16, 2007 of an event of default caused by a failure of the
Senior Credit Test to be satisfied under Section 5.1(h) of the
Indenture, dated January 10, 2007.

Sherwood III ABS CDO Ltd.. is a hybrid collateralized debt
obligation backed primarily by a portfolio of RMBS securities, CDO
securities and synthetic securities in the form of credit default
swaps.  Reference obligations for the credit default swaps are
RMBS and CDO securities.

Recent ratings downgrades on the underlying portfolio magnified
the impact of the ratings-based haircuts, causing the Senior
Credit Test to no longer be satisfied.

Upon an event of default in this transaction, a majority of the
controlling class has the right under the Indenture to determine
the remedies to be exercised.  A majority of the controlling class
has directed the Trustee to retain the collateral securing the
notes intact, rather than direct at this time a sale and
liquidation of such collateral. It is not clear whether a sale and
liquidation of the collateral will occur at some future date.

The rating downgrades taken today reflect the increased expected
loss associated with each tranche. Losses are attributed to
diminished credit quality on the underlying portfolio.  The
expected losses of certain tranches may be different, however,
depending on the timing and choice of remedy to be pursued by the
controlling class.  Because of this uncertainty, the Class A1SA,
Class A1SB, Class A1J Class A2 and Class A3 remain on review for
possible downgrade pending the receipt of definitive information.


SOLOMON DWEK: Chap. 11 Trustee Sets November 13 Auction of Assets
-----------------------------------------------------------------
Charles A. Stanziale, Esq., the Chapter 11 Trustee appointed in
Solomon Dwek and his debtor-affiliates' bankruptcy cases,
disclosed that an auction sale of all Solomon Dwek's commercial  
and office properties, residential homes, and real estate will be
held on Tuesday, Nov. 13, 2007, at the properties' respective
locations in New Jersey and Pennsylvania.

The following are to be sold at the auction:

   A) Income-producing Retail, Office & Multi-Family properties:

      Address                                      Minimum Bid
      -------                                      -----------
      440 Black Horse Pike, Blackwood, NJ           $1,428,000
      8 Industrial Way, Eatontown, NJ               $1,504,500
      73 Riverdale Avenue, Monmouth Beach, NJ         $933,000
      323 Highway 35, Neptune, NJ                   $1,004,500
      1317 Corlies Avenue, Neptune, NJ              $1,300,500
      167 Monmouth Road, Oakhurst, NJ -- Prop. 1    $1,823,760
      246 Monmouth Road, Oakhurst, NJ -- Prop. 2    $3,274,000
      1631 Highway 35, Ocean, NJ                    $4,332,000
      2007 Route 35, Wall, NJ                       $1,132,000
      7850 South Crescent Blvd., Pennsauken, NJ     $1,122,000
      4700 No. Broad St., Philadelphia, PA          $1,224,000
      2200 South Atherton Ave., State College, PA     $693,400

   B) Development Parcels:

      Address                                      Minimum Bid
      -------                                      -----------
      Route 9 & Haines Avenue, Lacey, NJ              $714,000
      61-63 West River Road, Rumson, NJ             $5,600,000

   C) Residential Properties - Single-Family Homes

      Address                                      Minimum Bid
      -------                                      -----------
      9 Joanna Court, Deal Park/Deal, NJ              $724,200
      400 Runyan Avenue, Deal Park/Deal, NJ         $2,040,000
      405 Crosby Avenue, Ocean, NJ                  $2,254,000
      4 Cubero Court, West Long Branch, NJ            $775,200

Mr. Stanziale states that overbids must be submitted in accordance
with the bidding procedures approved by the U.S. Bankruptcy Court
for the District of New Jersey.  The procedures are available at
http://www.keenconsultants.com/

                        About Solomon Dwek

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

An involuntary chapter 7 petition was filed against Mr. Dwek
on Feb. 9, 2007 with the U.S.  Bankruptcy Court for the
District of New Jersey.  On Feb. 22, 2007, the Court converted
the case to a chapter 11 reorganization under supervision of
a trustee (Bankr. D. N.J. Case No: 07-11757).  Following
conversion, around 62 affiliates filed separate chapter 11
petitions.

Timothy P. Neumann, Esq. at Broege, Neumann, Fischer & Shaver,
L.L.C. and Michael S. Ackerman, Esq., at Zucker, Goldberg &
Ackerman represent the Debtor.  Charles A. Stanziale, Jr. was
appointed chapter 11 trustee.  He is represented by lawyers at
Greenberg Traurig LLP and McElroy, Deutsch, Mulvaney & Carpenter.  
Ben Becker, Esq., at Becker, Meisel LLC represents the Official
Committee of Unsecured Creditors.


SOMAN PHILIPS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Soman Poovannunilkunnathil Philips
        682 West Honeysuckle Drive
        Chandler, AZ 85248

Bankruptcy Case No.: 07-05886

Type of Business: The Debtor owns real estate business Soman
                  Philips Properties, L.L.C. and medical providers
                  Sun Valley Pediatric Urgent Care, P.C. and Soman
                  Philips M.D., P.C.

Chapter 11 Petition Date: November 6, 2007

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Donald W. Powell
                  Carmichael & Powell, P.C.
                  7301 North 16th Street, Suite 103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296

Total Assets: $2,262,695

Total Debts:  $2,228,657

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


SOUNDVIEW HOME: Fitch Junks Ratings on Six Certificate Classes
--------------------------------------------------------------
Fitch Ratings took these rating actions on the two series of
Soundview Home Equity Loan Trust asset-backed certificates listed
below.  Affirmations total $494.3 million downgrades total $1.16
billion.  In addition, about $1 billion (included in the above
rating actions) are placed on Rating Watch Negative. Break Loss
percentages and Loss Coverage Ratios for each class is included
with the rating actions as:

Series 2007-1

   -- $201.1 million class I-A-1 downgraded to 'AA-' from 'AAA'
      (BL: 29.38, LCR: 1.78);

   -- $125.4 million class II-A-1 affirmed at 'AAA' (BL: 44.15,
      LCR: 2.68);

   -- $25.6 million class II-A-2 affirmed at 'AAA' (BL: 41.53,
      LCR: 2.52);

   -- $77.4 million class II-A-3 affirmed at 'AAA' (BL: 31.16,
      LCR: 1.89);

   -- $30 million class II-A-4 downgraded to 'AA-' from 'AAA'
      (BL: 29.12, LCR: 1.77);

   -- $20.5 million class M-1 downgraded to 'A' from 'AA+' (BL:
      25.59, LCR: 1.55);

   -- $18.6 million class M-2 downgraded to 'BBB+' from 'AA'
      (BL: 22.37, LCR: 1.35);

   -- $10.7 million class M-3 downgraded to 'BBB' from 'AA-'
      (BL: 20.48, LCR: 1.24);

   -- $9.8 million class M-4 downgraded to 'BBB-' from 'A+'
      (BL: 18.69, LCR: 1.13);

   -- $9.1 million class M-5 downgraded to 'BB' from 'A' (BL:
      16.97, LCR: 1.03);

   -- $8.5 million class M-6 downgraded to 'B' from 'A-' (BL:
      15.31, LCR: 0.93);

   -- $8.2 million class M-7 downgraded to 'B' from 'BBB+' (BL:
      13.62, LCR: 0.82);

   -- $6.3 million class M-8A, M-8B downgraded to 'B' from
      'BBB' (BL: 12.39, LCR: 0.75);

   -- $6 million class M-9 downgraded to 'CCC' from 'BBB-';

   -- $6.3 million class M-10 downgraded to 'CCC' from 'BBB-'.

Deal Summary

   -- Originators: (59.5% Mortgage Lender's Network, 38.1%
      Ameriquest);
   -- 60+ day Delinquency: 9.43%;
   -- Realized Losses to date (% of Original Balance): 0.04%;
   -- Expected Remaining Losses (% of Current Balance): 16.51%;
   -- Cumulative Expected Losses (% of Original Balance):
      15.31%.

Series 2007-WMC1

   -- $230.4 million class I-A-1 downgraded to 'A-' from 'AAA'
      (BL: 33.78, LCR: 1.45) and placed on Rating Watch
      Negative;

   -- $280.6 million class II-A-1 downgraded to 'A-' from 'AAA'
      (BL: 33.17, LCR: 1.43) and placed on Rating Watch
      Negative;

   -- $192.2 million class III-A-1, rated 'AAA' (BL: 45.87,
      LCR: 1.97) placed on Rating Watch Negative;
   -- $73.9 million class III-A-2, rated 'AAA' (BL: 40.17, LCR:
      1.73) placed on Rating Watch Negative;

   -- $77.8 million class III-A-3 downgraded to 'A-' from 'AAA'
      (BL: 34.5, LCR: 1.49) and placed on Rating Watch
      Negative;

   -- $31.2 million class III-A-4 downgraded to 'A-' from 'AAA'
      (BL: 33.22, LCR: 1.43) and placed on Rating Watch
      Negative;

   -- $40 million class M-1 downgraded to 'BBB' from 'AA+' (BL:
      29.57, LCR: 1.26) and placed on Rating Watch Negative;

   -- $36.5 million class M-2 downgraded to 'BBB-' from 'AA'
      (BL: 26.25, LCR: 1.12) and placed on Rating Watch
      Negative;

   -- $21.8 million class M-3 downgraded to 'BB' from 'AA-'
      (BL: 24.2, LCR: 1.03) and placed on Rating Watch
      Negative;

   -- $19.4 million class M-4 downgraded to 'BB' from 'A+' (BL:
      22.27, LCR: 0.95) and placed on Rating Watch Negative;

   -- $17.7 million class M-5 downgraded to 'B' from 'A' (BL:
      20.27, LCR: 0.86) and placed on Rating Watch Negative;

   -- $17.1 million class M-6 downgraded to 'B' from 'A-' (BL:
      18.31, LCR: 0.78) and placed on Rating Watch Negative;

   -- $16.5 million class M-7 downgraded to 'CCC' from 'BBB+';

   -- $13 million class M-8 downgraded to 'CCC' from 'BBB';

   -- $10 million class M-9 downgraded to 'CCC' from 'BBB-';

   -- $11.8 million class M-10 downgraded to 'CCC' from 'BBB-'.

Deal Summary

   -- Originators: (100% WMC);
   -- 60+ day Delinquency: 22.94%;
   -- Realized Losses to date (% of Original Balance): 0.22%;
   -- Expected Remaining Losses (% of Current Balance): 23.44%;
   -- Cumulative Expected Losses (% of Original Balance):
      22.46%.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.

   -- 'Downgrade Criteria for Recent Vintage U.S. Subprime
      RMBS' (Aug. 8, 2007);

   -- 'U.S. Subprime RMBS/HEL Upgrade/Downgrade Criteria'
      (June 12 ,2007).


SOUTHAVEN POWER: Wants Excl. Plan Filing Period Moved to Jan. 15
----------------------------------------------------------------
Southaven Power LLC asks the United States Bankruptcy Court for
the Western District of North Carolina to further extend its
exclusive periods to:

   a. file a Chapter 11 plan until Jan. 15, 2008; and

   b. solicit acceptances of that plan until March 17, 2008.

This is the Debtor's eighth request for further extension of its
exclusive periods.

The Debtor tells the Court that it continue to dispute certain
open issues with NEGT Energy Trading - Power L.P., including:

  a) expected amounts and timing for distributions on the Debtor's
     claim against NEGT Energy Trading - Power L.P., and

  b) the proper calculation of interest on any subordinated debt
     claim that NEGT Energy Trading - Power L.P. has asserted
     against the Debtor.

Additionally, the Debtor tells the Court that it will still
require a reasonable period of time to conclude the sale of the
Plant, and until the amounts that the Debtor will receive in
connection with the NEGT Energy Trading - Power L.P. Final Award
and the sale of the Plant are conclusively determined, the Debtor
will be unable to accurately prject the amount of assets available
to the estate to satisfy its obligations.

The Court set a Nov. 14, 2007 hearing to consider the Debtor's
request.

                    About Southaven Power LLC

Headquartered in Charlotte, North Carolina, Southaven Power LLC
operates an 810-megawatt, natural gas-fired electric power plant
located in Southaven, Mississippi.  The company filed for chapter
11 protection on May 20, 2005 (Bankr. W.D.N.C. Case No. 05-32141).
Mark A. Broude, Esq., at Latham & Watkins LLP represents the
Debtor in its restructuring efforts, and Hillary B. Crabtree,
Esq., at Moore & Van Allen, PLLC, represents the Debtor in
litigation against PG&E Energy Trading-Power L.P, now known as
NEGT Energy Trading - Power L.P.  No official committee of
unsecured creditors has been appointed in the Debtor's case.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts of more than $100 million.

The Debtor's exclusive period to file a plan is set to expire on
Dec. 12, 2007.


SPEEDWAY MOTORSPORTS: Moody's Holds Ba1 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed Speedway Motorsports Inc's Ba1
Corporate Family rating, Ba1 Probability of Default rating and the
Ba2 rating on the senior subordinate notes following the company's
announcement that it has agreed to acquire New Hampshire
International Speedway from the Bahre family for a $340 million
cash purchase price.

Moody's anticipated in the rating that SMI would opportunistically
add to its track portfolio.  The acquisition enhances SMI's long-
term business prospects by increasing its major track portfolio
(to seven from six facilities) and the number of Nextel Cup race
allotments (to 12 from 10).  Moody's estimates that debt-to-EBITDA
leverage will increase from 1.9x (LTM June 30, 2007 incorporating
Moody's standard adjustments) but remain within the 2.75x level
anticipated in the Ba1 rating.

The rating outlook is stable, but the NHIS acquisition will
significantly reduce SMI's flexibility within the Ba1 CFR over the
intermediate term for additional track acquisitions or development
projects, although Moody's anticipates the company will utilize a
portion free cash flow to reduce debt subsequent to the NHIS
acquisition.  Moody's placed the Baa2 rating on SMI's $400 million
revolver on review for downgrade.  An increase in revolver
borrowings to fund the proposed acquisition will likely result in
a one-notch downgrade of the revolver rating to Baa3 from Baa2
under Moody's loss-given default notching methodology.  LGD
assessments on the revolver and the company's $330 million of
senior subordinate notes are also subject to change if the debt
mix changes.

Outlook Actions:

Issuer: Speedway Motorsports Inc.

   -- Outlook, Changed To Rating Under Review From Stable
      (revolver rating only)

Speedway Motorsports Inc., headquartered in Concord, North
Carolina, is the second largest promoter, marketer and sponsor of
motor sports activities in the US primarily through its ownership
of six major race tracks, with the track portfolio increasing to
seven if the NHIS acquisition is completed. NASCAR-sanctioned
events account for the majority of SMI's $570 million annual
revenues.


COOKSON SPC: Moody's Junks Rating on $20 Mil. Series 2007-9 Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade these notes issued by Cookson SPC:

   -- $20,000,000 Series 2007-9 Notes Due 2047

      Prior Rating: A2

      Current Rating: Caa3, on review for possible downgrade

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


ST. GERMAIN: Fitch Cuts Rating on $250 Million Capital Notes to B
-----------------------------------------------------------------
Fitch downgrades the capital note program for St. Germain Holdings
Ltd.  These rating actions are the result of Fitch's review
process and are effective immediately:

   -- $250,000,000 capital note program downgraded to 'B' from
      'A', remains on Rating Watch Negative.

St Germain's capital notes have undergone a significant
deterioration of their NAV as the market value of portfolio
holdings have declined.  Furthermore, commercial paper outstanding
has declined and the proceeds of asset sales have been used to
meet maturing obligations resulting in realized losses for the
capital notes.

Fitch's downgrade of the capital notes reflects the increased risk
of default to investors of these notes.  Fitch notes, however,
that no liquidation events have occurred to date and that the
existing CP continues to benefit from the structural features of
both the subordination from the capital notes and the individual
put contracts.  The $5,000,000,000 CP program was affirmed by
Fitch at 'F1' on Oct. 1, 2007.

St. Germain is a special purpose investment company that issues CP
and capital notes to fund the acquisition of 'AAA' rated asset-
backed securities, residential-mortgage backed securities,
commercial mortgage-backed securities, agency mortgage-backed
securities, and U.S. government and agency securities.  The issuer
is only able to purchase assets in certain approved market
sectors.  The CP and capital notes are supported by the market
value of the assets.

In addition the CP is supported by line-item put contracts with
Natixis Financial Products, Inc. (fka CDC Financial Products Inc
and referred to herein as 'Natixis FP') as counterparty. Natixis
FP's obligations are guaranteed by its parent, IXIS Corporate &
Investment Bank.  

IXIS CIB has a long-term counterparty rating of 'AA' and a short-
term counterparty rating of 'F1+' by Fitch.  The Capital Notes
benefit from the put contracts which also serve to limit the
potential loss of capital by the vehicle and minimize the
occurrence of liquidation events so as to allow the vehicle to
continue to build and trap excess interest.  A liquidation event
is defined in St. Germain's Operating Guidelines as a program wide
event which would require the entire program to wind-down, i.e.
failure to pay CP holders or failure to cure a capital adequacy
test that is in breach.


STRUCTURED ASSET: Fitch Junks Ratings on Three Certificate Classes
------------------------------------------------------------------
Fitch Ratings took these rating actions on the four series of
Structured Asset Securities Corporation mortgage pass-through
certificates.  Affirmations total $2.23 billion and downgrades
total $1.02 billion.  In addition, about $608.8 million (included
in the above rating actions) are placed on Rating Watch Negative.  
Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

SASCO 2007-BC1

   -- $782.1 million class A affirmed at 'AAA' (BL: 36.14, LCR:
      3.50);

   -- $101.7 million class M1 affirmed at 'AA+' (BL: 28.19,
      LCR: 2.73);

   -- $48.4 million class M2 affirmed at 'AA' (BL: 23.71, LCR:
      2.29);

   -- $19.3 million class M3 affirmed at 'AA-' (BL: 21.88, LCR:
      2.12);

   -- $21.1 million class M4 affirmed at 'A+' (BL: 19.86, LCR:
      1.92);

   -- $14.5 million class M5 affirmed at 'A' (BL: 18.46, LCR:  
      1.79);

   -- $13.9 million class M6 affirmed at 'A-' (BL: 17.08, LCR:
      1.65);

   -- $13.3 million class M7 affirmed at 'BBB+' (BL: 15.63,
      LCR: 1.51);

   -- $9.6 million class M8 affirmed at 'BBB+' (BL: 14.44, LCR:
      1.40);

   -- $11.5 million class M9 affirmed at 'BBB' (BL: 12.95, LCR:
      1.25);

   -- $14.5 million class B1 affirmed at 'BB+' (BL: 11.20, LCR:
      1.08);

   -- $13.9 million class B2 affirmed at 'BB' (BL: 9.85, LCR:
      0.95).

Summary

   -- Originators: (82.51% BNC, 9.81% Option One, 7.70% ALS);
   -- 60+ day Delinquency: 9.14%;
   -- Realized Losses to date (% of Original Balance): 0.07%;
   -- Expected Remaining Losses (% of Current Balance): 10.34%;
   -- Cumulative Expected Losses (% of Original Balance):
      9.33%.

SASCO 2007-BC2

   -- $223.8 million class A1 downgraded to 'AA' from 'AAA'
      (BL: 33.47, LCR: 2.00);

   -- $139.7 million class A2 affirmed at 'AAA' (BL: 65.51,
      LCR: 3.92);

   -- $26.8 million class A3 affirmed at 'AAA' (BL: 57.64, LCR:
      3.45);

   -- $62.5 million class A4 affirmed at 'AAA' (BL: 39.09, LCR:
      2.34);

   -- $24.3 million class A5 downgraded to 'AA' from 'AAA' (BL:
      33.47, LCR: 2.00);

   -- $25 million class M1 downgraded to 'A+' from 'AA+' (BL:
      28.38, LCR: 1.70);

   -- $24.7 million class M2 downgraded to 'A-' from 'AA' (BL:
      24.21, LCR: 1.45);

   -- $8 million class M3 downgraded to 'BBB+' from 'AA-' (BL:
      22.77, LCR: 1.36);

   -- $9.3 million class M4 downgraded to 'BBB' from 'A+' (BL:
      20.95, LCR: 1.25);

   -- $8.3 million class M5 downgraded to 'BBB-' from 'A' (BL:
      19.31, LCR: 1.16);

   -- $6 million class M6 downgraded to 'BB' from 'A-' (BL:
      18.02, LCR: 1.08);

   -- $6.7 million class M7 downgraded to 'BB' from 'A-' (BL:
      16.41, LCR: 0.98);

   -- $5.4 million class M8 downgraded to 'B' from 'BBB+' (BL:
      15.03, LCR: 0.90);

   -- $6.4 million class M9 downgraded to 'B' from 'BBB' (BL:
      13.49, LCR: 0.81);

   -- $7.7 million class B1 downgraded to 'CCC' from 'BB+';

   -- $6 million class B2 downgraded to 'CCC' from 'BB'.

Summary

   -- Originators: (79.93% Equifirst, 9.12% ALS, 7.70% First
      Street Financial, 7.56% Fieldstone);
   -- 60+ day Delinquency: 11.15%;
   -- Realized Losses to date (% of Original Balance): 0.06%;
   -- Expected Remaining Losses (% of Current Balance): 16.72%;
   -- Cumulative Expected Losses (% of Original Balance):
      15.54%.

SASCO 2007-MLN1

   -- $308.3 million class A1 downgraded to 'AA' from 'AAA'
      (BL: 36.20, LCR: 2.04) and placed on Rating Watch
      Negative;

   -- $191.2 million class A2 affirmed at 'AAA' (BL: 65.75,
      LCR: 3.71);

   -- $42.7 million class A3, rated 'AAA' (BL: 56.67, LCR:
      3.20) placed on Rating Watch Negative;

   -- $69 million class A4, rated 'AAA' (BL: 42.37, LCR: 2.39)  
      placed on Rating Watch Negative;

   -- $30.1 million class A5 downgraded to 'AA' from 'AAA' (BL:
      35.95, LCR: 2.03) and placed on Rating Watch Negative;

   -- $40.1 million class M1 downgraded to 'A+' from 'AA+' (BL:
      30.76, LCR: 1.74) and placed on Rating Watch Negative;

   -- $37.8 million class M2 downgraded to 'A-' from 'AA' (BL:
      26.07, LCR: 1.47) and placed on Rating Watch Negative;

   -- $12.7 million class M3 downgraded to 'BBB+' from 'AA-'
      (BL: 24.40, LCR: 1.38) and placed on Rating Watch
      Negative;

   -- $18.2 million class M4 downgraded to 'BBB' from 'A+' (BL:
      21.91, LCR: 1.24) and placed on Rating Watch Negative;

   -- $13.6 million class M5 downgraded to 'BBB-' from 'A' (BL:
      19.99, LCR: 1.13) and placed on Rating Watch Negative;

   -- $8.2 million class M6 downgraded to 'BB' from 'A-' (BL:
      18.78, LCR: 1.06) and placed on Rating Watch Negative;

   -- $9.1 million class M7 downgraded to 'BB' from 'BBB+' (BL:
      17.35, LCR: 0.98) and placed on Rating Watch Negative;

   -- $7.7 million class M8 downgraded to 'B' from 'BBB' (BL:
      16.20, LCR: 0.91) and placed on Rating Watch Negative;

   -- $11.3 million class M9 downgraded to 'B' from 'BBB-' (BL:
      14.62, LCR: 0.83) and placed on Rating Watch Negative;

   -- $13.2 million class B1 downgraded to 'CCC' from 'BB+'
      (BL: 11.87, LCR: 0.67)

   -- $7.4 million class B2 affirmed at 'BB' (BL: 24.93, LCR:
      1.41).

Summary

   -- Originators: (100% Mortgage Lenders Network);
   -- 60+ day Delinquency: 18.25%;
   -- Realized Losses to date (% of Original Balance): 0.02%;
   -- Expected Remaining Losses (% of Current Balance): 17.71%;
   -- Cumulative Expected Losses (% of Original Balance):
      16.30%.

SASCO 2007-WF1

   -- $635.8 million class A affirmed at 'AAA' (BL: 31.12, LCR:
      2.24);

   -- $31.3 million class M1 downgraded to 'AA' from 'AA+' (BL:
      26.74, LCR: 2.02);

   -- $19.9 million class M2 downgraded to 'AA-' from 'AA' (BL:
      24.04, LCR: 1.82);

   -- $13.5 million class M3 downgraded to 'A+' from 'AA-' (BL:
      22.04, LCR: 1.67);

   -- $13.1 million class M4 downgraded to 'A' from 'A+' (BL:
      20.06, LCR: 1.52);

   -- $12.7 million class M5 downgraded to 'BBB+' from 'A' (BL:
      18.06, LCR: 1.37);

   -- $9.3 million class M6 downgraded to 'BBB' from 'A-' (BL:
      16.50, LCR: 1.25);

   -- $8.9 million class M7 downgraded to 'BBB-' from 'BBB+'
      (BL: 14.89, LCR: 1.13);

   -- $8.4 million class M8 downgraded to 'BB' from 'BBB' (BL:  
      13.42, LCR: 1.01);

   -- $6.3 million class M9 downgraded to 'B' from 'BBB-' (BL:
      12.32, LCR: 0.93);

   -- $5.9 million class B1 downgraded to 'B' from 'BB+' (BL:
      11.26, LCR: 0.85);

   -- $5 million class B2 downgraded to 'B' from 'BB' (BL:
      10.38, LCR: 0.78).

Summary

   -- Originators: (100% Wells Fargo);
   -- 60+ day Delinquency: 7.03%;
   -- Realized Losses to date (% of Original Balance): 0.01%;
   -- Expected Remaining Losses (% of Current Balance): 13.32%;
   -- Cumulative Expected Losses (% of Original Balance):
      12.35%.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.

   -- 'Downgrade Criteria for Recent Vintage U.S. Subprime
      RMBS' (Aug. 8, 2007);

   -- 'U.S. Subprime RMBS/HEL Upgrade/Downgrade Criteria'
      June 12 ,2007).


SUMMERWIND AT THE BLUFF: Judge Nugle Dismisses Chapter 11 Case
--------------------------------------------------------------
The Honorable David N. Naugle of the United States Bankruptcy
Court for the Central District of California dismissed Summerwind
at the Bluff LLC's chapter 11 case.

As reported in the Troubled Company Reporter on Oct. 19, 2007,
Peter C. Anderson, the United States Trustee for Region 16,
asked the Court to convert the Debtor's chapter 11 case into a
Chapter 7 liquidation proceeding, or in the alternative, dismiss
the case.

The Trustee also asked the Court to fix quarterly fees, if any,
due and payable to the U.S. Trustee.

The Trustee told 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 argued 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.

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.  The U.S. Trustee for Region 16 has not
appointed creditors to serve on an Official Committee of Unsecured
Creditors 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.


TABS 2007-7: Moody's Junks Ratings on Four Note Classes
-------------------------------------------------------
Moody's Investors Service placed these notes issued by TABS 2007-7
Ltd. on review for possible downgrade:

   -- $65,550,000 Class X Senior Secured Fixed Rate Notes Due
      2013

      Prior Rating: Aaa

      Current Rating: A1, on review for possible downgrade

   -- $1,310,000,000 Class A1S Variable Funding Senior Secured
      Floating Rate Notes Due 2047

      Prior Rating: Aaa

      Current Rating: A1, on review for possible downgrade

   -- $352,500,000 Class A1J Senior Secured Floating Rate Notes
      Due 2047

      Prior Rating: Aaa

      Current Rating: Baa3, on review for possible downgrade

   -- $240,000,000 Class A2 Senior Secured Floating Rate Notes
      Due 2047

      Prior Rating: Aa2

      Current Rating: Ba2, on review for possible downgrade

   -- $80,000,000 Class A3 Secured Deferrable Interest Floating
      Rate Notes Due 2047

      Prior Rating: A2

      Current Rating: B2, on review for possible downgrade

   -- $20,000,000 Class B1 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2047

      Prior Rating: Baa1

      Current Rating: Caa1, on review for possible downgrade

   -- $77,500,000 Class B2 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2047

      Prior Rating: Baa2

      Current Rating: Caa2, on review for possible downgrade

   -- $47,500,000 Class B3 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2047

      Prior Rating: Baa3

      Current Rating: Caa3, on review for possible downgrade

In addition Moody's also announced that it has downgraded these
notes:

   -- $32,500,000 Class C Mezzanine Secured Deferrable Interest
      Floating Rate Notes Due 2047

      Prior Rating: Ba2

      Current Rating: Ca, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


TENET HEALTHCARE: Posts $59 Million Net Loss in Third Quarter
-------------------------------------------------------------
Tenet Healthcare Corporation reported Tuesday a net loss of
$59 million on net operating revenues of $2.21 billion for the
third quarter ended Sept. 30, 2007, compared to a net loss of
$89 million on net operating revenues of $2.06 billion in the
third quarter of 2006.  

Adjusted EBITDA in the third quarter of 2007 was $177 million
producing a margin of 8.0%, an increase of $63 million, or 55%,
from adjusted EBITDA of $114 million in the third quarter of 2006,
and an increase of 250 basis points from the adjusted EBITDA
margin of 5.5% in the third quarter of 2006.  

Same-hospital adjusted EBITDA was $176 million, an increase of
$62 million, or 54%, from $114 million reported in the third
quarter of 2006.  The company reported a loss from continuing
operations of $35 million, compared to a loss from continuing
operations of $19 million in the third quarter of 2006.  The loss
in continuing operations in the third quarter of 2007 included
favorable prior year cost report adjustments of $22 million,
impairment and restructuring charges of $13 million pre-tax,
income tax expense of $10 million, and litigation costs of
$3 million pre-tax.

"The third quarter produced gratifying, tangible evidence that our
turnaround strategies are working," said Trevor Fetter, Tenet's
president and chief executive officer.  "Same-hospital revenue
grew 7.0% over the same quarter last year.  Perhaps the most
significant revenue improvement was evident in our most profitable
segment - commercial managed care - fueled by enhanced pricing and
admissions growth in a number of important service lines.  We are
also very encouraged that adjusted EBITDA grew a strong 55% year-
over-year.  The combination of top line growth we saw in the
quarter and the continued success of our cost management
initiatives gives us confidence that we are at last seeing
evidence of the sustainable growth in profitability we have worked
so hard to achieve."

Stephen L. Newman, M.D., chief operating officer, said, "Our focus
on the targeted growth of selected hospital services was a key
factor in the improved commercial business we had in the third
quarter.  Commercial admissions in women's services, neonatalogy,
and oncologic and open heart surgeries were targeted areas for
growth and all showed material increases.  In addition, our
disciplined approach to labor cost management resulted in a
decline of 1,483 full time equivalent employees over the last
year.  Another positive factor helping our recovery and, we
believe, a leading indicator of longer-term success is the
progress we've had in recruiting or hiring more doctors for our
hospital staffs.  In the third quarter, net of attrition, we have
expanded our active medical staff by 370 physicians or 3.4%."

Biggs Porter, chief financial officer, said, "The achievement of
$177 million in adjusted EBITDA is a significant turnaround from
the third quarter of last year.  There were positive movements in
most areas other than bad debt expense.  We achieved some
significant pricing enhancements with same-hospital inpatient
revenues per admission rising by 7.8%, including $22 million in
favorable cost report adjustments.  Pricing improvements also
reflected meaningful contributions from recently signed contracts
with some of our major commercial managed care payers.  The
continuing implementation of significant cost reduction actions
contributed additional strength to our earnings performance."

At Sept. 30, 2007, the company's consolidated balance sheet showed
$8.235 billion in total assets, $8.134 billion in total
liabilities, and $101 million in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?250a

                           Cash Flow

Cash and cash equivalents were $655 million at Sept. 30, 2007, a
decrease of $20 million from $675 million at June 30, 2007.

Net cash provided by operating activities was $83 million in the
third quarter of 2007.  Excluding cash provided by discontinued
operations of $1 million and $11 million in payments against
reserves for restructuring charges, cash provided by continuing
operating activities would have been $93 million for the third
quarter of 2007.

Total company capital expenditures in the third quarter of 2007
were $179 million, $175 million of which related to continuing
operations.  These capital expenditures included $16 million for
the construction of our new East Side Hospital in El Paso.

Adjusted free cash flow for continuing operations, was a negative
$82 million in the third quarter of 2007 compared to a negative
$63 million in the third quarter of 2006.

                           Liquidity

Total debt was $4.767 billion at Sept 30, 2007, a decrease of
$19 million from total debt on June 30, 2007, of $4.786 billion.
The decrease in total debt relates to capitalized leases on two
leased facilities divested during the third quarter.  Net debt, a
non-GAAP measure defined as total debt, less cash and cash
equivalents of $655 million at Sept. 30, 2007, and $675 million at
June 30, 2007, was $4.112 billion at Sept. 30, 2007, and
$4.111 billion at June 30, 2007.

                          Income Taxes

The income tax expense of $10 million in the third quarter of 2007
related to continuing operations includes a $1 million tax benefit
before the valuation allowance for deferred tax assets and
$11 million of tax expense primarily related to changes in the
valuation allowance for deferred tax assets and other tax
adjustments.

                     Discontinued Operations

The loss from discontinued operations for the third quarter of
2007 was $24 million after-tax, compared to loss from discontinued
operations of $70 million, net of tax, in the third quarter of
2006.

                     About Tenet Healthcare

Based in Dallas, Texas, Tenet Healthcare Corporation (NYSE: THC)
-- http://www.tenethealth.com/-- through its subsidiaries, owns  
and operates acute care hospitals and related health care
services.   

                          *     *     *

In September 2006, Moody's placed the company's corporate family
rating and probability of default rating at B3, bank loan debt
rating at Ba3, and senior unsecured debt rating at Caa1.  These
ratings still hold true to date.  The outlook is stable.

In March 2004, Standard & Poor's placed the company's long-term
foreign and local issuer credits at B which still holds true to
date.  The outlook is stable.

In September 2006, Fitch also placed the company's long-term
issuer default rating and senior unsecured debt rating at B-, and
bank loan debt rating at BB-.  These ratings still hold true to
date.  The outlook is stable.


TEREX CORP: Moody's Rates New $500 Mil. Subordinate Notes at Ba3
----------------------------------------------------------------
Moody's Investors Service assigned Terex's new $500 million senior
subordinated notes, being issued in two tranches of 8 year and 10
year maturities, ratings of Ba3, LGD 5, 83%.  In a related action,
Moody's affirmed Terex's corporate family and probability of
default ratings of Ba2, and affirmed the speculative grade
liquidity rating of SGL-1.  The rating outlook remains stable.

The presence of the new $500 million senior subordinated notes
will add a layer of junior debt to Terex's capital structure. This
new senior subordinated debt will be effectively subordinated to
Terex's existing senior subordinated debt because the new debt
will not be guaranteed, whereas Terex's existing $300 million
7.375% senior subordinated notes due 2014 are guaranteed by all of
Terex's material domestic subsidiaries.

The new notes, however, carry a springing subsidiary guarantee
covenant that gets triggered once the existing $300 million 7.375%
senior subordinated notes due 2014 get repaid.  As a result of the
new layer of effectively most junior debt in the capital
structure, which would be available to absorb loss in event of
default, ratings on Terex's existing debt have been raised as:

   -- $900 million senior secured credit facility to Baa3 LGD
      2, 18% from Ba1 LGD 2, 24%

   -- $300 million 7.375% senior subordinated notes due 2014 to
      Ba2 LGD4, 50% from Ba3 LGD5, 77%.

Proceeds from the new issuance will be used to fund prospective
acquisitions as part of the company's growth initiative, as well
as for general corporate purposes, including repaying borrowing
under the company's revolving credit facility, funding capital
expenditures, investments and share repurchases.  The corporate
family rating has been affirmed despite the increase in debt
because Moody's anticipates that the company will manage its
growth initiatives in a manner that will keep the company credit
metrics and risk profile within the Ba2 rating level.

The key operating risks that Terex faces are potential near-term
weakening of the economy, and the cyclicality of its end markets.  
Although demand from North American customers has slowed, sales to
customers in Europe have compensated. As well, an expectation of
continued high commodity prices and high demand for crane products
globally helps to somewhat offset the expectation of near-term
slow to flat U.S. non-residential construction growth rates.

Key non-operating risks include potential costs associated with
any resolution of the Securities and Exchange Commission and U.S.
Department of Justice investigations.  In addition, parts
shortages for certain classes of heavy equipment are slowing
inventory turns and partially limiting flow through of higher
earnings, as is the need to sell more equipment manufactured in
North America to customers outside North America, which consumes
additional working capital.  Nevertheless, Moody's expects that
Terex should be able to weather these risks within the Ba2 rating
level due to the company's improved balance sheet, and commitment
to maintain ample liquidity.  For the last twelve months ended
Sept. 30, 2007, Terex had debt to EBITDA of 1.7x and EBITA margin
of 11.3%.

Terex plans to use the notes proceeds to fund strategic
acquisitions over the next 12-18 months as well as for other
corporate purposes.  Moody's recognizes that with the recent
credit market uncertainty, and decline in acquisition activity
from private equity sources, the ability of strategic buyers, such
as Terex, to successfully compete for acquisitions has improved.  
Thus, Terex intends to now raise the 12-18 month acquisition
funding it requires opportunistically rather than risk the
possibility that debt markets could tighten and thereby limit the
company's flexibility.

The SGL-1 Speculative Grade Liquidity Rating anticipates that the
company will maintain very good liquidity over the next 12-month
period.  Terex's operating cash flow generation combined with
about $460 available under its committed revolving credit facility
and about $517 million in cash at the end of September 2007 should
be sufficient to fund the company's normal operating capital
requirements, capital spending and debt service over the next 12
months.

Terex Corporation, headquartered in Westport, Connecticut, is a
diversified global manufacturer of construction, infrastructure,
and surface mining equipment.  Last twelve months Sept. 30, 2007
revenues were about $8.5 billion.


TEREX CORP: S&P Affirms BB Corporate Credit Rating
--------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Terex
Corp., including the 'BB' corporate credit rating and the 'B+'
issue rating on the existing senior subordinated notes due 2014.  
The outlook is stable.
     
At the same time, Standard & Poor's assigned its 'B+' subordinated
debt rating to the company's proposed $500 million senior
subordinated notes to be issued in a combination of eight- and
ten-year maturities.
      
"The ratings on Westport, Connecticut-based Terex reflect the
company's participation in the highly cyclical and competitive
construction equipment industry and its aggressive financial
profile," said Standard & Poor's credit analyst John Sico.  "These
factors are mitigated by the company's satisfactory
business position as a major provider of construction equipment
and by its good geographic and product diversity."
     
The outlook is stable.  The downside ratings risk is mitigated by
the good diversity among the company's geographic regions and
products; by its competitive cost structure; by its low capital
intensiveness; and by its satisfactory financial flexibility.  
However, S&P could consider a negative rating action if the
company pursues policies that are more aggressive than expected,
such as funding acquisitions through additional debt financing.  
The company's acquisitiveness and exposure to cyclical markets
continue to limit upside rating potential.


TERM CDO: Moody's Cuts Low-B Ratings on $30 Million Class Notes
---------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
these notes issued by Term CDO 2007-1 Ltd.

   -- $21,000,000 Class A-1LB Floating Rate Notes Due January
      2038

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $28,000,000 Class A-2L Floating Rate Notes Due January
      2038

      Prior Rating: Aa1

      Current Rating: Aa1, on review for possible downgrade

In addition, Moody's announced that it has downgraded and left on
review for possible downgrade these notes.

   -- $18,000,000 Class A-3L Floating Rate Deferrable Notes Due
      January 2038

      Prior Rating: A1

      Current Rating: Ba2, on review for possible downgrade

   -- $12,000,000 Class B-1L Floating Rate Notes Due January
      2038

      Prior Rating: Baa1

      Current Rating: B1, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of ABS's.


TRIAXX FUNDING: Fitch Junks Ratings on Classes C & D Notes
----------------------------------------------------------
Fitch downgraded these four classes of notes from Triaxx Funding
High Grade I Ltd. effective immediately:

   -- $80,000,000 class B-1 mezzanine floating-rate notes to
      'AA' from 'AAA';

   -- $41,000,000 class B-2 mezzanine floating-rate notes to
      'BB' from 'AA';

   -- $149,375,000 class C mezzanine floating-rate deferrable
      interest notes to 'CCC' from 'BB';

   -- $8,000,000 class D mezzanine floating-rate deferrable
      interest notes to 'CCC' from 'B'.

All four classes remain on Rating Watch Negative.

The ratings of the class B-1 and class B-2 notes reflect the
likelihood that investors will receive periodic interest payments
through the redemption date as well as their respective stated
principal balances.  The ratings of class C and D notes only
reflect the likelihood that investors will ultimately receive
their interest and principal balances by the legal final maturity
date.

Triaxx Funding High Grade I Ltd. invests in 'AAA' rated
residential mortgage backed securities assets using proceeds
raised by issuing notes and equity and using repo funding.  The
credit quality of the underlying assets has remained stable but
the manager has reduced leverage in the structure and has realized
some losses.  The downgrades are due to increased concerns about
the continued availability of senior funding.

   -- 'Fitch Places 1 Class of Triaxx Funding High Grade I Ltd.
      On Rating Watch Negative' (Nov. 2, 2007)

   -- 'Fitch Downgrades 3 Classes of Triaxx Funding High Grade
      I Ltd.' (Oct. 4, 2007)

   -- 'Fitch Places 2 Classes from Triaxx Funding High Grade I
      Ltd. on Rating Watch Negative' (Sept. 18, 2007)


TRINA INC: Case Summary & Eight Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Trina, Inc.
        6059 Fain Boulevard
        North Charleston, SC 29406

Bankruptcy Case No.: 07-06161

Chapter 11 Petition Date: November 6, 2007

Court: District of South Carolina (Charleston)

Judge: John E. Waites

Debtor's Counsel: J. Ronald Jones, Jr.
                  Clawson & Staubbs, L.L.C.
                  126 Seven Farms Drive, Suite 200
                  Charleston, SC 29492-7595
                  Tel: (843) 577-2026

Estimated Assets: $1 Million to $100 Million

Estimated Debts:      $100,000 to $1 Million

Debtor's Eight Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Bayview Financial, L.P.        unknown
4425 Ponce de Leon Boulevard
5th Floor
Miami, FL 33146

Charleston Water System        unknown
103 St. Philip Street
Charleston, S C 29403

Internal Revenue Service       unknown
4800 Buford Highway
Atlanta, GA 39901

Maintenance U.S.A.             unknown

Nahop Partners, L.P.           unknown

Rakesh Patel                   unknown

South Carolina Department      unknown
of Revenue

South Carolina Electric        unknown
& Gas


TWG HUNTINGTON: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: TWG Huntington, LLC
        1313 Dolley Madison Boulevard, Suite 404
        McLean, VA 22101

Bankruptcy Case No.: 07-13324

Chapter 11 Petition Date: November 2, 2007

Court: Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtor's Counsel: Daniel M. Press, Esq.
                  Russell B. Adams, III, Esq.
                  Chung & Press, P.C.
                  6718 Whittier Avenue, Suite 200
                  McLean, VA 22101
                  Tel: (703) 734-3800
                  Fax: (703) 734-0590

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 12 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Urban, Ltd.                                  $58,277
7700 Little River Tnpk., Suite 505
Annandale, VA 22003

The Hartford                                 $24,467
PO Box 2907
Hartford, CT 06104-2907

Metro Property Management                     $6,000
10805 S. Glen Road
Potomac, MD 20854

Payless Contractors, Inc.                     $3,005

Heritage Landscape Services                   $2,950

P.E. Sediment Control                         $2,525

Coinmach Corporation                          $2,000

Geoconcepts Engineering, Inc.                 $1,948

County of Fairfax                             $1,677

Andrew G. Lawrence                            $1,145

Dominion Virginia Power                       $1,127
  
Dwyer Plumbing Corp.                            $212


UNIV. OF QUEBEC: Auditor Says Montreal Campus Nears Bankruptcy
--------------------------------------------------------------
Provincial Auditor Renaud Lachance said last week that the
University of Quebec in Montreal is nearing bankruptcy over
enormous debts, various sources say.  

Mr. Lachance points to the school's mismanagement of development
funds related to the construction of Pierre Dansereau science
pavilion and the Ilot Voyageur complex, according to Canadian
Press.  

The university's real estate debt has grown from $151 million to
$346 million in four years, relates Rheal Seguin of Globe and
Mail.

Pierre Dansereau was completed for $205 million, but had a
$106 million cost overrun while the Ilot Voyageur also with a cost
overrun, is still under construction, Canadian Press says.

Despite the government's intent to assume about $200 million of
the Ilot Voyageur debt, the debt is said continue to grow unless
"other initiatives" are tapped, reports state.

In addition, the school has been borrowing money to pay interest
on its long-term debt and now owes about $223 million which,
according to Mr. Lachance, will reach $500 million in 2012,
reports relate.

The university and Busac Real Estate, the firm which got the Ilot
Voyageur project without any bidding process, are currently
drafting a new, low-cost deal to complete the complex, Globe and
Mail says.  Meanwhile, Mr. Lachance says he is on the lookout on
the new deal with Busac, Globe and Mail adds.

                  About the University of Quebec

University of Quebec, aka Universite du Quebec, is a network of
higher education and research establishments, created by an act of
the Quebec National Assembly on Dec. 18, 1968.  It includes four
constituent universities: Montreal (being the largest campus),
Trois-Rivieres (each with a Module de musique), Chicoutimi, and
Rimouski.  The university is a self-governing public body
administered by a board of directors, as are its component
members.  The traditional faculties have been replaced by a two-
tier structure: departments that include the teachers and the
various courses, and modules designed for the students.  Under the
authority of a dean, the modules are grouped according to field of
study, discipline, or objective.  Programs are offered at the
levels of bachelor, master, and doctor in all the major fields of
study except medicine and in some quite new areas.  More than half
the students are adults taking advanced, evening, or retraining
courses.


USI HOLDINGS: S&P Lifts Issue Rating on Two Facilities to B
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned recovery ratings of
'2' to USI Holdings Corp.'s (B-/Stable/--; USI) $550 million
senior secured term loan B due 2014 and its $100 million revolving
credit facility due 2013.  The '2' recovery rating
indicates that the lenders can expect substantial (70%-90%)
recovery in the event of payment default.  As a result of this
rating action, Standard & Poor's also raised the issue rating on
these two facilities to 'B' from 'B-'.
      
"These rating actions reflect our review of a simulated default
scenario that contemplates a payment default resulting from
heightened financial pressures and reduced financial flexibility
as USI's debt leverage increased to 67% from 46% following its
leveraged buyout," said Standard & Poor's credit
analyst Tracy Dolin.  "Our recovery rating analysis also
anticipates the normal stresses associated with the insurance
brokers: impaired customer relationships, regulatory pressures,
legal disputes, carrier consolidation, restricted access to
carriers and agent misconduct."


VINCENT KRALYEVICH: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Vincent Kralyevich
        241 Willow Drive
        Little Silver, NJ 07739

Bankruptcy Case No.: 07-26062

Chapter 11 Petition Date: November 1, 2007

Court: District of New Jersey (Trenton)

Judge: Raymond T. Lyon Jr.

Debtor's Counsel: Richard Honig, Esq.
                  Hellring, Lindeman, Goldstein & Siegal
                  One Gateway Center
                  8th Floor
                  Newark, NJ 07102
                  Tel: (973) 621-9020

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 9 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
American Express Rewards                                 $571,663
PO Box 2855
New York, NY 10116

American Express Corp.                                   $191,803
PO Box 2855
New York, NY 10116

Commerce Bank, N/A-Credit Line                           $151,223
200 W. 26th Street
New York, NY 10001

Chase Manhattan Bank                                      $69,940

Commerce Bank, N/A-Credit Cards                           $50,158

American Express - Credit Line                            $25,023

State of New Jersey                                        $6,000
Dept. of Treasury/Div. of Taxation

American Express                                           $2,121

State of New York                                            $200


WACHOVIA BANK: Credit Enhancement Cues S&P to Affirm Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of commercial mortgage pass-through certificates from
Wachovia Bank Commercial Mortgage Trust's series 2004-C11.  At the
same time, S&P affirmed its ratings on 17 other classes from this
transaction.
     
The upgrades of the pooled certificates reflect the defeasance of
17% of the pool and increased credit enhancement levels.  The
affirmed ratings reflect credit enhancement levels that provide
adequate support through various stress scenarios.
     
As of the Oct. 17, 2007, remittance report, the collateral pool
consisted of 53 loans with an aggregate trust balance of
$999.2 million, down from 54 loans totaling $1.041 billion at
issuance.  The master servicer, Wachovia Bank N.A., reported
financial information for 100% of the nondefeased loans.  Ninety-
two percent of the servicer-provided information was full-year
2006 data.  Using this information, Standard & Poor's calculated a
weighted average debt service coverage of 1.67x, up from 1.60x at
issuance.  All of the loans in the pool are current, and there are
no loans with the special servicer.  To date, the trust has not
experienced any losses.
     
The top 10 exposures secured by real estate have an aggregate
outstanding balance of $523.8 million (52%) and a weighted average
DSC of 1.74x, compared with 1.67x at issuance.  Standard & Poor's
reviewed property inspections provided by the master servicer for
all of the assets underlying the top 10 exposures, and all of the
properties were characterized as "good."
     
Credit characteristics for the Brass Mill Center and Commons, Four
Season Town Centre, Starrett-Lehigh Building, Westland Mall, Home
Depot - Colma, and the University Mall loans are consistent with
those of investment-grade obligations.  Credit characteristics for
the Bay City Mall are no longer consistent with those of
investment-grade obligations.  Details of these loans are:

     -- The largest exposure in the pool, the Brass Mill Center
        and Commons loan, has a trust balance of $119.7 million
        (12%) and a whole-loan balance of $129.7 million.  The
        whole loan consists of the trust collateral and a
        $10.0 million B note.  The loan is secured by the fee
        interest in 667,154 sq. ft. of a 986,545-sq.-ft.
        regional mall and an adjacent 197,033-sq.-ft. retail
        property in Waterbury, Connecticut.  For the year ended
        Dec. 31, 2006, the DSC was 1.84x, and occupancy was
        96%.  Standard & Poor's adjusted net cash flow for this
        loan is up 9% from its level at issuance.

     -- The second-largest exposure in the pool, the Four
        Seasons Town Centre loan, has a trust balance of $91.2
        million (9%) and a whole-loan balance of $105.2
        million.  The whole loan consists of the trust
        collateral and a $14.0 million B note.  The loan is
        secured by the leased fee interest in 928,410 sq.
        ft. of a 1,140,457-sq.-ft. regional mall in Greensboro,
        North Carolina.  For the year ended Dec. 31, 2006, the
        DSC was 1.59x, and occupancy was 95%.  Standard &
        Poor's adjusted NCF for this loan is up 2% from its
        level at issuance.

     -- The fourth-largest exposure in the pool, the Starrett-
        Lehigh Building, has a trust balance of $58.2 million
        (6%) and a whole-loan balance of $180.5 million.  The
        whole loan consists of a $157.2 million A note, which
        is participated into two pari passu pieces, and one
        $23.3 million B note.  Additionally, the borrower's
        equity interest in the property secures a $39.7 million
        mezzanine loan, which serves as collateral in Gramercy
        Real Estate CDO 2007-1 Ltd.  The whole loan is secured
        by the fee interest in a 2,319,634-sq.-ft. office
        property in Manhattan.  For the year ended Dec. 31,
        2006, the in-trust DSC was 2.59x, and occupancy was
        94%.  Standard & Poor's adjusted NCF for this loan is
        up 7% from its level at issuance.

     -- The fifth-largest exposure in the pool, the Westland
        Mall loan, has a balance of $58.2 million (6%).  The
        loan is secured by the fee interest in 231,239 sq. ft.
        of a 835,057-sq.-ft. regional mall in Hialeah, Florida.
        For the year ended Dec. 31, 2006, the DSC was 1.72x,
        and occupancy was 92%.  Standard & Poor's adjusted NCF
        for this loan is up 4% from its level at issuance.

     -- The seventh-largest exposure in the pool, the Bay City
        Mall loan, has a balance of $24.8 million (2%).  The
        loan is secured by the fee interest in 361,194 sq. ft.
        of a 524,973-sq.-ft. regional mall in Bay City,
        Michigan.  For the year ended Dec. 31, 2006, the DSC
        was 1.49x, and occupancy was 86%.  Standard & Poor's
        adjusted NCF for this loan is down 5% from its level at
        issuance.

     -- The 13th-largest exposure in the pool, the Home Depot -
        Colma, has a balance of $22.3 million (2%).  The  
        interest-only loan is secured by a 99,970-sq.-ft.
        stand-alone retail property in Colma, California, which
        is 100% occupied by Home Depot (BBB+/Stable/A-2).  For  
        the year ended Dec. 31, 2006, the DSC was 2.29x.  
        Standard & Poor's adjusted NCF is comparable to its
        level at issuance.

     -- The 15th-largest exposure in the pool, the University
        Mall loan, has a balance of $22.3 million (2%).  The
        loan is secured by the fee interest in 548,158 sq. ft.
        of a 653,558-sq.-ft. regional mall in Tuscaloosa,
        Alabama.  For the year ended Dec. 31, 2006, the DSC was
        2.43x, and occupancy was 95%.  Standard & Poor's
        adjusted NCF is comparable to its level at issuance.
     
Wachovia reported a watchlist of three loans ($39.6 million, 4%).  
These loans are on the watchlist primarily because of low
occupancy or a decline in DSC since issuance.
     
Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the raised and
affirmed ratings.
       
                         Ratings Raised
     
             Wachovia Bank Commercial Mortgage Trust
          Commercial mortgage pass-through certificates
                        series 2004-C11

                       Rating
                       ------
          Class      To       From   Credit enhancement
          -----      --       ----    ----------------
          B          AA+      AA           13.03%
          C          AA       AA-          11.73%
          D          A+       A             9.38%
          E          A        A-            8.21%

                        Ratings Affirmed
     
            Wachovia Bank Commercial Mortgage Trust
         Commercial mortgage pass-through certificates
                         series 2004-C11
   
             Class    Rating   Credit enhancement
             -----    ------    ----------------
             A-1      AAA             15.90%
             A-2      AAA             15.90%
             A-3      AAA             15.90%
             A-4      AAA             15.90%
             A-5      AAA             15.90%
             A-1A     AAA             15.90%
             F        BBB+             6.78%
             G        BBB              5.47%
             H        BBB-             4.43%
             J        BB+              2.74%
             K        BB               2.22%
             L        BB-              1.95%
             M        B+               1.69%
             N        B                1.43%
             O        B-               1.17%
             X-C     AAA                N/A
             X-P     AAA                N/A


                      N/A - Not applicable.


WAYCROSS AREA: Case Summary & Three Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Waycross Area Redevelopment Enterprises, Inc.
        dba W.A.R.E., Inc.
        dba Ware, Inc.
        P.O. Box 1788
        Waycross, GA 31502

Bankruptcy Case No.:07-50916

Chapter 11 Petition Date: November 6, 2007

Court: Southern District of Georgia (Waycross)

Debtor's Counsel: Richard C.E. Jennings, Esq.
                  115 West Oglethorpe Avenue
                  Savannah, GA 31401
                  Tel: (912) 234-6872
                  Fax: (912) 236-7549

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Three Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Best Gold Properties           real estate           $1980,000
206 Magnolia Street
Waycross, GA 31501
Tel: (912) 234-6872
Fax: (912)  236-7549

Denmark & Brown, P.C.          financial work        $20,000
123 North Main Street
Statesboro, GA 30458

Ware County Tax Commissioner   property taxes        $12,492
800 Church Street
Waycross, GA 31501


WELLS FARGO: Fitch Pares Ratings on Three Cert. Classes to Low-B
----------------------------------------------------------------
Fitch Ratings took these rating actions on the Wells Fargo Home
Equity asset-backed certificates.  Affirmations total
$405.9 million and downgrades total $93.3 million.  Break Loss
percentages and Loss Coverage Ratios for each class is included
with the rating actions:

Series 2007-1

   -- $405.9 million class A affirmed at 'AAA' (BL: 32.67, LCR:
      2.22);

   -- $23.4 million class M-1 downgraded to 'AA-' from 'AA+'
      (BL: 28.08, LCR: 1.91);

   -- $15.8 million class M-2 downgraded to 'A+' from 'AA' (BL:
      24.92, LCR: 1.69);

   -- $9.8 million class M-3 downgraded to 'A' from 'AA-' (BL:
      22.84, LCR: 1.55);

   -- $8.7 million class M-4 downgraded to 'A-' from 'A+' (BL:
      20.87, LCR: 1.42);

   -- $8.7 million class M-5 downgraded to 'BBB' from 'A' (BL:
      18.69, LCR: 1.27);

   -- $7.9 million class M-6 downgraded to 'BBB-' from 'A-'
      (BL: 16.67, LCR: 1.13);

   -- $7.6 million class B-1 downgraded to 'BB' from 'BBB+'
      (BL: 14.70, LCR: 1);

   -- $6.8 million class B-2 downgraded to 'B' from 'BBB' (BL:
      13.05, LCR: 0.89);

   -- $4.6 million class B-3 downgraded to 'B' from 'BBB-' (BL:
      12.15, LCR: 0.82).

Deal Summary

   -- Originators: (100% Wells Fargo);
   -- 60+ day Delinquency: 8.12%;
   -- Realized Losses to date (% of Original Balance): 0.02%;
   -- Expected Remaining Losses (% of Current Balance): 14.74%;
   -- Cumulative Expected Losses (% of Original Balance):
      13.98%.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.

   -- 'Downgrade Criteria for Recent Vintage U.S. Subprime
      RMBS' (Aug. 8, 2007);
   -- 'U.S. Subprime RMBS/HEL Upgrade/Downgrade Criteria'
      (June 12 ,2007).


WINDSOR TDS LP: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Windsor T.D.S., L.P.
        7500 Bellaire Boulevard, Suite 201
        Houston, TX 77036

Bankruptcy Case No.: 07-60165

Chapter 11 Petition Date: November 5, 2007

Court: Southern District of Texas (Victoria)

Debtor's Counsel: Gregg K. Saxe, Esq.
                  10101 Southwest Freeway, Suite 101
                  Houston, TX 77074
                  Tel: (713) 995-5733
                  Fax: (713) 995-5122

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


YUKOS FINANCE: Dutch Court Nullifies Bankruptcy Sale
----------------------------------------------------
A court in Amsterdam, Netherlands, has ruled that the sale of
Yukos Finance N.V., a unit of OAO Yukos Oil Co., was illegal
under Dutch law, various reports say.

As previously reported in the TCR-Europe, Eduard Rebgun, Yukos'
bankruptcy receiver, sold Yukos Finance via a competitive
auction to OOO Promneftstroy for RUR7.838 billion.

Yukos Finance's main assets include:

  -- a 49% stake in Transpetrol, worth between $100 million
     and $200 million; and

  -- proceeds from a 54% stake in Lithuanian refinery Mazeikiu
     Nafta AB, worth almost $1.5 billion.

The Amsterdam court noted that since Dutch courts do not
recognize Russian bankruptcy decisions, Mr. Rebgun --  who was
appointed by a Russian court -- has no power to decide over the
matters of Yukos Finance, Agence-France Presse relates.  

The court hence ruled to recognize Bruce Misamore and David
Godfrey as Yukos Finance's lawful executives, who Mr. Rebgun
dismissed early 2007, RIA Novosti relates.  

The Dutch court obliged Mr. Rebgun to immediately comply in
annulling all his decisions on Yukos Finance and their
consequences.  The court warned that it would fine Mr. Rebgun
EUR10,000 for every violation and EUR1,000 for each day of non-
compliance if he fails to adhere with the ruling.

Meanwhile, Mr. Rebgun "will take all measures to appeal against
[the] ruling," since it does not correspond to international
law, RIA Novosti reports citing Nikolai Lashkevich, spokesman
for Yukos' bankruptcy receiver.

                          About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an
open joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days
later, the Russian Government sold its main production unit
Yugansk to a little-known firm Baikalfinansgroup for $9.35
billion, as payment for $27.5 billion in tax arrears for
2000- 2003.  Yugansk eventually was bought by state-owned
Rosneft, which is now claiming more than $12 billion from
Yukos.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a $1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard
Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court
for the Southern District of New York (Bankr. S.D.N.Y. Case No.
06-0775), in an attempt to halt the sale of Yukos' 53.7%
ownership interest in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a $1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.


YUKOS OIL: Completes Payment to Bankruptcy Creditors
----------------------------------------------------
OAO Yukos Oil Co. has paid up to RUR1.867 trillion to its
bankruptcy creditors, with RUR76 billion in outstanding claims
left, RIA Novosti reports, citing bankruptcy receiver Eduard
Rebgun.

According to the report, Yukos has paid:

   -- RUR995 billion in taxes, RUR579 billion of which incurred
      during the company's bankruptcy process, to Russia's
      federal budget; and

   -- RUR872 billion in claims by commercial creditors,
      including Deutsche Bank AG, Banque Societe Generale Vostok
      and Mazeikiu Nafta.

Mr. Rebgun is currently working on Yukos' liquidation papers and
a court application to end the bankruptcy proceedings, RIA
Novosti relates.  The company's bankruptcy proceedings was to
end on Nov. 4, 2007.

                         About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an
open joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days
later, the Russian Government sold its main production unit
Yugansk to a little-known firm Baikalfinansgroup for
$9.35 billion, as payment for $27.5 billion in tax arrears for
2000-2003.  Yugansk eventually was bought by state-owned
Rosneft, which is now claiming more than $12 billion from
Yukos.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a $1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard
Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court
for the Southern District of New York (Bankr. S.D.N.Y. Case No.
06-0775), in an attempt to halt the sale of Yukos' 53.7%
ownership interest in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a $1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.


YOUBET.COM: Ends Service Pact with David Marshall to Cut Costs
--------------------------------------------------------------
Youbet.com Inc. provided David Marshall Inc. late last month with
written notice that it is terminating the first amended and
restated services agreement dated Jan. 28, 2005, effective as of
Jan. 31, 2008.  Youbet terminated the services agreement as part
of its ongoing efforts to reduce costs.  For 2008, the annual base
fee and other costs associated with the terminated agreement are
expected to result in aggregate savings of approximately $350,000.

Under the agreement, David M. Marshall had agreed to provide
Youbet with certain consulting services in exchange for payment to
DMI of an annual base fee and the provision of certain benefits to
Mr. Marshall consistent with benefits provided to Youbet's senior
management.  DMI also would have been entitled to receive
additional incentive payments under certain circumstances.  

Mr. Marshall is the sole stockholder of DMI.

                    Marshall Resigns as Director

In a letter dated Oct. 26, 2007, Mr. Marshall submitted his
resignation from the Youbet Board of Directors effective that day.
Mr. Marshall has served as a Youbet director since 2002, which is
the year he rejoined the company.

At a meeting of the Board of Directors on Oct. 26, 2007, the other
members of the Board expressed their appreciation for Mr.
Marshall's contribution to the Board and to Youbet, particularly
as the co-founder of the two companies that eventually merged to
become Youbet.

Mr. Marshall had no disagreement with management or with another
member of the Board with respect to Youbet's operations, policies
or practices that arose in connection with, or was otherwise
related to, his resignation.  In his letter, he expressed his
regrets that he could not continue to effectively serve as a
Youbet director in light of other companies and projects that
require his time and attention.

                       About Youbet.com

Youbet.com Inc. (NASDAQ: UBET) -- http://www.youbet.com/--   
provides technology and pari-mutuel horse racing content for
consumers through Internet and telephone platforms and a supplier
of totalizator systems, terminals and other pari-mutuel wagering
services and systems to the pari-mutuel industry.  Youbet is a
licensed and legal online advance deposit wagering, company
focused on horse racing primarily in the United States.  

It also operates through its International Racing Group
subsidiaries, IRG U.S. Holdings Corp., IRG Holdings Curacao, N.V.,
International Racing Group N.V., and IRG Services Inc.
(collectively, IRG).

Through its United Tote subsidiaries, UT Gaming Inc., United Tote
Company and United Tote Canada (collectively, United Tote), the
Company provides totalizators and related services.  On Oct. 9,
2006, Youbet acquired the privately-held Bruen Productions
International Inc., a full-service broadcast production company.


YOUBET.COM: Wells Fargo Waives Default in $19 Mil. Credit Facility
------------------------------------------------------------------
Last week, Youbet.Com Inc. entered into a waiver of default and
side letter agreement with Wells Fargo Foothill Inc., the
administrative agent under the company's credit agreement.  

Youbet and United Tote Company, Inc., were borrowers under a
credit agreement dated as of July 27, 2006 with Wells Fargo
Foothill, as administrative agent and sole lender.  

The credit facility with an aggregate amount of $19 million was
used by Youtube to acquire United Tote in 2006, Frank Angst of
Thoroughbred Times related Tuesday.

A default in the credit agreement resulted when the United States
government seized on Oct. 11, 2007, IRG Services Inc.'s
$1.5 million account held in the Bank of America NA.  IRG is
Youbet's offshore rebate group.

Wells Fargo Foothill has agreed to waive the default under the
credit agreement pursuant to the terms of the waiver of default
and side letter agreement.

In consideration of the waiver, the company agreed to, among other
things:

   (1) pay Wells Fargo Foothill a $100,000 accommodation fee;

   (2) provide Wells Fargo Foothill with updated financial
       projection information;

   (3) not make or accept any investments, distributions,
       dividends or otherwise any other intercompany transfers to
       or from IRG, except for an amount not to exceed $80,000 in
       any two-week period for purposes of funding IRG's
       payroll and operations; and

   (4) maintain a minimum liquidity of $4 million.

                       About Youbet.com

Youbet.com Inc. (NASDAQ: UBET) -- http://www.youbet.com/--   
provides technology and pari-mutuel horse racing content for
consumers through Internet and telephone platforms and a supplier
of totalizator systems, terminals and other pari-mutuel wagering
services and systems to the pari-mutuel industry.  Youbet is a
licensed and legal online advance deposit wagering, company
focused on horse racing primarily in the United States.  

It also operates through its International Racing Group
subsidiaries, IRG U.S. Holdings Corp., IRG Holdings Curacao, N.V.,
International Racing Group N.V., and IRG Services Inc.
(collectively, IRG).

Through its United Tote subsidiaries, UT Gaming Inc., United Tote
Company and United Tote Canada (collectively, United Tote), the
Company provides totalizators and related services.  On Oct. 9,
2006, Youbet acquired the privately-held Bruen Productions
International Inc., a full-service broadcast production company.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Terry L. Groves
   Bankr. E.D. Mich. Case No. 07-33391
      Chapter 11 Petition filed October 4, 2007
         See http://bankrupt.com/misc/mieb07-33391.pdf

In Re Apollo Mortgage Group
   Bankr. E.D. Mich. Case No. 07-60166
      Chapter 11 Petition filed October 8, 2007
         See http://bankrupt.com/misc/mieb07-60166.pdf

In Re The Estate of the Assignment for the Benefit of Creditors of
Edward Paul May
   Bankr. E.D. Mich. Case No. 07-60543
      Chapter 11 Petition filed October 11, 2007
         See http://bankrupt.com/misc/mieb07-60543.pdf

In Re Gianino-Lukovich Racing Engines
   Bankr. E.D. Mich. Case No. 07-60596
      Chapter 11 Petition filed October 12, 2007
         See http://bankrupt.com/misc/mieb07-60596.pdf

In Re Christos Ventures Inc.
   Bankr. E.D. Mich. Case No. 07-60626
      Chapter 11 Petition filed October 12, 2007
         See http://bankrupt.com/misc/mieb07-60626.pdf

In Re Heritage Family Restaurant
   Bankr. E.D. Mich. Case No. 07-33541
      Chapter 11 Petition filed October 15, 2007
         See http://bankrupt.com/misc/mieb07-33541.pdf

In Re Chanitos, Inc.
   Bankr. E.D. Mich. Case No. 07-33623
      Chapter 11 Petition filed October 19, 2007
         See http://bankrupt.com/misc/mieb07-33623.pdf

In Re Shepard Marine Construction Co., Inc.
   Bankr. E.D. Mich. Case No. 07-61407
      Chapter 11 Petition filed October 23, 2007
         See http://bankrupt.com/misc/mieb07-61407.pdf

In Re W. Michael Arce Insurance Agency, Inc.
   Bankr. E.D. Mich. Case No. 07-61777
      Chapter 11 Petition filed October 28, 2007
         See http://bankrupt.com/misc/mieb07-61777.pdf

In Re Cosima Partners, L.L.C.
   Bankr. E.D. Mich,. Case No. 07-61848
      Chapter 11 Petition filed October 29, 2007
         Filed as Pro Se

In Re One If By Land L.L.C.
   Bankr. E.D. Mich. Case No. 07-62003
      Chapter 11 Petition filed October 30, 2007
         See http://bankrupt.com/misc/mieb07-62003.pdf

In Re B.J.F. Enterprises, Inc.
   Bankr. D. Ariz. Case No. 07-00591
      Chapter 11 Petition filed October 31, 2007
         See http://bankrupt.com/misc/azb07-00591.pdf

In Re Judith Ann Friedman
   Bankr. D. Ariz. Case No. 07-05746
      Chapter 11 Petition filed October 31, 2007
         See http://bankrupt.com/misc/azb07-05746.pdf

In Re John Patrick Rogers
   Bankr. C.D. Calif. Case No. 07-20029
      Chapter 11 Petition filed October 31, 2007
         See http://bankrupt.com/misc/cacb07-20029.pdf

In Re Atwill, L.L.C.
   Bankr. E.D. Calif. Case No. 07-13589
      Chapter 11 Petition filed October 31, 2007
         See http://bankrupt.com/misc/caeb07-13589.pdf

In Re Alliance Contractor Services, Inc.
   Bankr. S.D. Fla. Case No. 07-19430
      Chapter 11 Petition filed October 31, 2007
         See http://bankrupt.com/misc/flsb07-19430.pdf

In Re Lyon's Market Place, Inc.
   Bankr. E.D. Mich,. Case No. 07-62124
      Chapter 11 Petition filed October 31, 2007
         See http://bankrupt.com/misc/mieb07-62124.pdf

In Re L.N.G. Resources, L.L.C.
   Bankr. S.D. Ohio Case No. 07-58868
      Chapter 11 Petition filed October 31, 2007
         See http://bankrupt.com/misc/ohsb07-58868.pdf

In Re M.T.S. Clothing, Inc.
   Bankr. D. P.R. Case No. 07-06450
      Chapter 11 Petition filed October 31, 2007
         See http://bankrupt.com/misc/prb07-06450.pdf

In Re D.&L. Enterprise of Tennessee, L.L.C.
   Bankr. W.D. Tenn. Case No. 07-30805
      Chapter 11 Petition filed October 31, 2007
         See http://bankrupt.com/misc/tnwb07-30805.pdf

In Re Valerie Ann Johnson
   Bankr. D. Utah Case No. 07-25209
      Chapter 11 Petition filed October 31, 2007
         See http://bankrupt.com/misc/utb07-25209.pdf

In Re Gerald L. Clark
   Bankr. D. Ariz. Case No. 07-00593
      Chapter 11 Petition filed November 1, 2007
         See http://bankrupt.com/misc/azb07-00593.pdf

In Re O.U.R., L.L.C.
   Bankr. D. Ariz. Case No. 07-00594
      Chapter 11 Petition filed November 1, 2007
         See http://bankrupt.com/misc/azb07-00594.pdf

In Re Boat Haus, Inc.
   Bankr. M.D. Fla. Case No. 07-10572
      Chapter 11 Petition filed November 1, 2007
         See http://bankrupt.com/misc/flmb07-10572.pdf

In Re R.J.W. Enterprises
   Bankr. W.D. Mo. Case No. 07-61624
      Chapter 11 Petition filed November 1, 2007
         See http://bankrupt.com/misc/mowb07-61624.pdf

In Re Duntroon Real Estate Holding Corp.
   Bankr. D. N.J. Case No. 07-26095
      Chapter 11 Petition filed November 1, 2007
         See http://bankrupt.com/misc/njb07-26095.pdf

In Re Sierra Integrated Medicine, Bruce K. Fong, D.O., P.C.
   Bankr. D. Nev. Case No. 07-51469
      Chapter 11 Petition filed November 1, 2007
         See http://bankrupt.com/misc/nvb07-51469.pdf

In Re Smallwood Brothers Transportation Services, L.L.C.
   Bankr. S.D. Ohio Case No. 07-15335
      Chapter 11 Petition filed November 1, 2007
         See http://bankrupt.com/misc/ohsb07-15335.pdf

In Re iCare Logistics Worldwide, L.L.C.
   Bankr. W.D. Tenn. Case No. 07-30828
      Chapter 11 Petition filed November 1, 2007
         Filed as Pro Se

In Re Robert Joseph Blessing
   Bankr. C.D. Calif. Case No. 07-14224
      Chapter 11 Petition filed November 1, 2007
         Filed as Pro Se

In Re S.H.U.U.G., L.L.C.
   Bankr. D. Ariz. Case No. 07-05803
      Chapter 11 Petition filed November 2, 2007
         See http://bankrupt.com/misc/azb07-05803.pdf

In Re God's Corner Church, Inc.
   Bankr. D. Conn. Case No. 07-32553
      Chapter 11 Petition filed November 2, 2007
         See http://bankrupt.com/misc/ctb07-32553.pdf

In Re Lost Peninsula Marina Development Co., L.L.C.
   Bankr. E.D. Mich,. Case No. 07-62330
      Chapter 11 Petition filed November 2, 2007
         See http://bankrupt.com/misc/mieb07-62330.pdf

In Re Lost Peninsula Marina, L.L.C.
   Bankr. E.D. Mich,. Case No. 07-62333
      Chapter 11 Petition filed November 2, 2007
         See http://bankrupt.com/misc/mieb07-62333.pdf

In Re Maumee Bay Supplies, L.L.C.
   Bankr. E.D. Mich,. Case No. 07-62336
      Chapter 11 Petition filed November 2, 2007
         See http://bankrupt.com/misc/mieb07-62336.pdf

In Re 116 Chambers Corp.
   Bankr. S.D. N.Y. Case No. 07-13490
      Chapter 11 Petition filed November 2, 2007
         See http://bankrupt.com/misc/nysb07-13490.pdf

In Re 352 West 39th Corp.
   Bankr. S.D. N.Y. Case No. 07-13491
      Chapter 11 Petition filed November 2, 2007
         See http://bankrupt.com/misc/nysb07-13491.pdf

In Re B.V. 4018 Corp.
   Bankr. S.D. N.Y. Case No. 07-13492
      Chapter 11 Petition filed November 2, 2007
         See http://bankrupt.com/misc/nysb07-13492.pdf

In Re Chap. Hill, Inc.
   Bankr. N.D. Ohio Case No. 07-53544
      Chapter 11 Petition filed November 2, 2007
         See http://bankrupt.com/misc/ohnb07-53544.pdf

In Re Union Community Funeral Home, L.L.C.
   Bankr. D. S.C. Case No. 07-06051
      Chapter 11 Petition filed November 2, 2007
         See http://bankrupt.com/misc/scb07-06051.pdf

In Re Don H. Overstreet
   Bankr. W.D. Tenn. Case No. 07-30890
      Chapter 11 Petition filed November 2, 2007
         See http://bankrupt.com/misc/tnwb07-30890.pdf

In Re Aurora Construction & Contracting, Inc.
   Bankr. W.D. N.Y. Case No. 07-04542
      Chapter 11 Petition filed November 3, 2007
         See http://bankrupt.com/misc/nywb07-04542.pdf

In Re Larry L. Lash
   Bankr. N.D. Ohio Case No. 07-53551
      Chapter 11 Petition filed November 3, 2007
         See http://bankrupt.com/misc/ohnb07-53551.pdf

In Re Balanza Homes, L.L.C.
   Bankr. C.D. Calif. Case No. 07-13676
      Chapter 11 Petition filed November 4, 2007
         See http://bankrupt.com/misc/caeb07-13676.pdf

In Re Pelle, Inc.
   Bankr. S.D. N.Y. Case No. 07-13495
      Chapter 11 Petition filed November 4, 2007
         See http://bankrupt.com/misc/nysb07-13495.pdf

In Re Lloyd David Armold
   Bankr. D. Ariz. Case No. 07-05847
      Chapter 11 Petition filed November 5, 2007
         See http://bankrupt.com/misc/azb07-05847.pdf

In Re Jack Wendorf
   Bankr. S.D. Fla. Case No. 07-19636
      Chapter 11 Petition filed November 5, 2007
         See http://bankrupt.com/misc/flsb07-19636.pdf

In Re L.S. Builders, Inc.
   Bankr. M.D. Ga. Case No. 07-71159
      Chapter 11 Petition filed November 5, 2007
         See http://bankrupt.com/misc/gamb07-71159.pdf

In Re Wayne C. Clark
   Bankr. N.D. Ga. Case No. 07-78435
      Chapter 11 Petition filed November 5, 2007
         See http://bankrupt.com/misc/ganb07-78435.pdf

In Re Store Smart Self Storage, L.L.C.
   Bankr. N.D. Ga. Case No. 07-78559
      Chapter 11 Petition filed November 5, 2007
         See http://bankrupt.com/misc/ganb07-78559.pdf

In Re Oak Bridge Carwash
   Bankr. N.D. Ga. Case No. 07-78564
      Chapter 11 Petition filed November 5, 2007
         See http://bankrupt.com/misc/ganb07-78564.pdf

In Re New Millennium Telecommunications, Inc.
   Bankr. N.D. Ill. Case No. 07-20626
      Chapter 11 Petition filed November 5, 2007
         See http://bankrupt.com/misc/ilnb07-20626.pdf

In Re Charles M. Langdon
   Bankr. D. Md. Case No. 07-21058
      Chapter 11 Petition filed November 5, 2007
         See http://bankrupt.com/misc/mdb07-21058.pdf

In Re Kenneth Henry
   Bankr. D. Md. Case No. 07-21062
      Chapter 11 Petition filed November 5, 2007
         See http://bankrupt.com/misc/mdb07-21062.pdf

In Re Ethan Allen General Partnership
   Bankr. D. Md. Case No. 07-50674
      Chapter 11 Petition filed November 5, 2007
         See http://bankrupt.com/misc/mdb07-50674.pdf

In Re Classique Cleaners Inc.
   Bankr. E.D. Mich. Case No. 07-22944
      Chapter 11 Petition filed November 5, 2007
         See http://bankrupt.com/misc/mieb07-22944.pdf

In Re 736 Holmdel, Inc.
   Bankr. D. N.J. Case No. 07-26218
      Chapter 11 Petition filed November 5, 2007
         See http://bankrupt.com/misc/njb07-26218.pdf

In Re Sanford D. Bosem
   Bankr. S.D. Fla. Case No. 07-19631
      Chapter 11 Petition filed November 5, 2007
         Filed as Pro Se

In Re Edilmer Fidel Robledo
   Bankr. S.D. Fla. Case No. 07-19610
      Chapter 11 Petition filed November 5, 2007
         Filed as Pro Se        

In Re Pier 38 Maritime Recreation Center, Inc.
   Bankr. N.D. Calif. Case No. 07-31444
      Chapter 11 Petition filed November 5, 2007
         Filed as Pro Se

In Re Foreseasons Restaurant, L.L.C.
   Bankr. D. Conn. Case No. 07-50674
      Chapter 11 Petition filed November 5, 2007
         Filed as Pro Se        

In Re Sony Roy
   Bankr. N.D. Ga. Case No. 07-78392
      Chapter 11 Petition filed November 5, 2007
         Filed as Pro Se        

In Re Raymond Eugene Stone
   Bankr. E.D. Tex. Case No. 07-42604
      Chapter 11 Petition filed November 5, 2007
         See http://bankrupt.com/misc/txeb07-42604.pdf

In Re R.Z.&C.C. Corp.
   Bankr. N.D. Tex. Case No. 07-35493
      Chapter 11 Petition filed November 5, 2007
         See http://bankrupt.com/misc/txnb07-35493.pdf

In Re Virtual Valor, L.L.C.
   Bankr. S.D. Tex. Case No. 07-80581
      Chapter 11 Petition filed November 5, 2007
         See http://bankrupt.com/misc/txsb07-80581.pdf

In Re Masters Golf Cottage, L.L.C.
   Bankr. D. Ariz. Case No. 07-05856
      Chapter 11 Petition filed November 6, 2007
         See http://bankrupt.com/misc/azb07-05856.pdf

In Re Prestige Bus Company, Inc.
   Bankr. N.D. Ga. Case No. 07-78712
      Chapter 11 Petition filed November 6, 2007
         See http://bankrupt.com/misc/ganb07-78712.pdf

In Re Red River Manufacturing, Inc.
   Bankr. W.D. La. Case No. 07-81101
      Chapter 11 Petition filed November 6, 2007
         See http://bankrupt.com/misc/lawb07-81101.pdf

In Re Advantage Mortgage Service, Inc.
   Bankr. D. Nebraska Case No. 07-82257
      Chapter 11 Petition filed November 6, 2007
         See http://bankrupt.com/misc/neb07-82257.pdf

In Re Outerlimits Landscaping & Tree Service, L.L.C.
   Bankr. D. N.J. Case No. 07-26329
      Chapter 11 Petition filed November 6, 2007
         See http://bankrupt.com/misc/njb07-26329.pdf

In Re Performance Steel, Inc.
   Bankr. N.D. Tex. Case No. 07-35558
      Chapter 11 Petition filed November 6, 2007
         Filed as Pro Se

In Re Dennis Wayne Hodge
   Bankr. E.D. Tex. Case No. 07-42607
      Chapter 11 Petition filed November 6, 2007
         Filed as Pro Se

In Re C.C.K.T. Investments, Inc.
   Bankr. N.D. Tex. Case No. 07-35553
      Chapter 11 Petition filed November 6, 2007
         Filed as Pro Se        

In Re Hargrave Corp.
   Bankr. N.D. Tex. Case No. 07-35559
      Chapter 11 Petition filed November 6, 2007
         See http://bankrupt.com/misc/txnb07-35559.pdf

                             *********

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, 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.

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