TCR_Public/071001.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, October 1, 2007, Vol. 11, No. 232

                             Headlines

AEGIS ASSET: Moody's Reviews Ratings on Six Certificate Classes
AFC ENTERPRISES: Court Rules Out Lawsuit, Awards $20 Million
ARES XI: Moody's Rates $15.9 Million Class E Notes at Ba1
AVIS BUDGET: Fitch Puts Long-Term Issuer Default Rating at BB
BANC OF AMERICA: Fitch Rates $5.48 Million Certificates at BB

BARNERT HOSPITAL: Charles Golden Named as Patient Care Ombudsman
BARNERT HOSPITAL: Court Approves Obermayer as Ombudsman's Counsel
BEAR STEARNS: Fitch Places Low-B Ratings on Six Class Certificates
BLAST ENERGY: Alberta Energy's Chapter 7 Conversion Plea Denied
BOMBAY COMPANY: Bankruptcy Court Approves $115 DIP Financing

BRANDYWINE REALTY: Conducting Corporate Reorganization
BRIGHAM EXPLORATION: Completes $36 Mil. Sale of Anadarko Basin
BUFFETS HOLDINGS: S&P Junks Corporate Credit Rating
CAPITAL AUTO: Fitch Rates $5.48 Million Class D Notes at BB
CAPITAL AUTO: S&P Rates $5.48 Million Fixed-Rate Notes at BB

CCI GROUP: Case Summary & 15 Largest Unsecured Creditors
CELL THERAPEUTICS: Richard Love Joins Board of Directors
CITICORP MORTGAGE: Fitch Assigns B Rating on $1.194 Million Certs.
CLEARLY CANADIAN: Completes $9.36 Million Private Financing
DADE BEHRING: Siemens Extends Tender Offer to October 31

DELPHINUS CDO: Fitch Rates $15 Million Class E Notes at BB
DOMTAR CORPORATION: Commences $1.475 Billion Notes Exchange Offer
DOMTAR CORPORATION: Soliciting Consents from Noteholders
DOMTAR CORPORATION: Moody's Rates Proposed $1.5 Mil. Bonds at B1
ENHANCED MORTGAGE: Fitch Junks $30 Million Pref. Shares' Rating

EQUINOX HOLDINGS: Solid Performance Cues S&P's Positive Outlook
FINLAY ENTERPRISES: Inks Pact to Buy Zale's Bailey Banks Division
FINLAY ENTERPRISES: S&P Places 'B' Rating on Negative CreditWatch
FLEXTRONICS INT'L: Shareholders Approve Solectron Acquisition
FOOT LOCKER: Weak Results Prompt Moody's to Cut Rating to Ba2

FORD MOTOR: Terra Firma Eyes Jaguar & Land Rover Brands
FURNITURE BRANDS: Moody's Withdraws Ba3 Corporate Family Rating
G REIT: Board OKs $43.92 Mil. 3rd Special Liquidation Distribution
GAMESTOP CORP: Good Performance Cues S&P to Lift Rating to BB
GENERAL CABLE: Inks Agreement to Sell $415 Million of 1% Sr. Notes

GENERAL MOTORS: National Council Supports 2007 Tentative Pact
GERDAU & AMERISTEEL: Moody's Holds Ba1 Corporate Family Rating
GREENWICH CAPITAL: S&P Holds Low-B Ratings on 6 Class Certificates
HARMAN INTERNATIONAL: Earns $313.9 Million for Year Ended June 30
HD SUPPLY: Moody's Places Corporate Family Rating at B2

HM RIVERGROUP: S&P Retains Positive CreditWatch on Ratings
HOVNANIAN ENT: Posts $80.5 Million Net Loss in Qtr. Ended July 31
INTERFACE INC: Completes Redemption of 7.3% Senior Notes
INTERSTATE BAKERIES: Reaches Agreement with BCTGM Union on CBA
JONES APPAREL: Negative Trends Cue Moody's to Downgrade Ratings

JP MORGAN: Fitch Rates $1.69 Million Class B-5 Certs. at B
KB HOME: Posts $35.6 Million Net Loss in Quarter Ended Aug. 31
KEVIN ALBRECHT: Case Summary & 18 Largest Unsecured Creditors
LA JUAN: Case Summary & Nine Largest Unsecured Creditors
LIEM LE: Voluntary Chapter 11 Case Summary

LKQ CORP: S&P Places Corporate Credit Rating at BB-
LUMINENT MORTGAGE: Earns $8.8 Million in Quarter Ended June 30
MEDQUEST INC: Moody's Withdraws B1 Ratings on $85 Million Loans
MOMENTUM CAPITAL: Moody's Rates $9.2 Mil. Class E Notes at Ba2
MSCI INC: Moody's Places Corporate Family Rating at Ba2

MSCI INC: S&P Places Corporate Credit Rating at BB-
NATIONAL CONSUMER: Voluntary Chapter 11 Case Summary
NETBANK INC: Files for Voluntary Bankruptcy Petition in Florida
NETBANK INC: Voluntary Chapter 11 Case Summary
OCEAN BLUE: Wants to Hire Rice Pugatch as Bankruptcy Counsel

OMNITECH CONSULTANT: Assigns Assets for Creditors' Benefit
ORBITAL SCIENCES: S&P Lifts Corporate Credit Rating to BB+
OZYMANDIUS LP: Voluntary Chapter 11 Case Summary
PIERRE FOODS: Weak Performance Cues Moody's to Downgrade Ratings
PSS WORLD: Earns $8.7 Million in First Quarter Ended June 29

QUAKER FABRIC: Can File Schedules of Assets & Debts Until Oct. 15
QUAKER FABRIC: Court Approves Epiq Bankruptcy as Claims Agent
QUAKER FABRIC: Taps RAS Management as Liquidation  Consultant
QUEBECOR MEDIA: Prices $700 Million of 7.75% Sr. Notes Offering
QUEBECOR MEDIA: Moody's Rates $700 Million Senior Notes at B2

RHOMBUS MERGER: Moody's Puts Corporate Family Rating at B1
RITE AID: Posts Net Loss of $69.6 Million in Quarter Ended Sept. 1
ROCKY ROBINSON: Case Summary & 10 Largest Unsecured Creditors
SECURUS TECHNOLOGIES: Revises Third Quarter Earnings Guidance
SECURUS TECHNOLOGIES: S&P Puts Ratings on Negative CreditWatch

SOLECTRON CORPORATION: Shareholders OK Merger with Flextronics
SPACEHAB INC: PMB Helin Donovan LLP Raises Going Concern Doubt
SUTTER CBO: Fitch Affirms 'B' Rating on $20 Mil. Class B Notes
SWEET TRADITIONS: Section 341(a) Meeting Scheduled on Thursday
SWEET TRADITIONS: Files Schedules of Assets and Liabilities

SWEET TRADITIONS: Trustee Appoints Six-Member Creditors Committee
TCF NATIONAL: Moody's Revises Outlook to Stable from Positive
THE 640 CLUB: Case Summary & Eight Largest Unsecured Creditors
TOMMY RAY: Case Summary & Three Largest Unsecured Creditors
USEC INC: Amends Credit Facility to Increase Shares

VICORP RESTAURANTS: Weakening Liquidity Cues S&P to Junk Rating
WENDY'S INT'L: Franchisee Cedar Enterprises Joins Bidding Race

* S&P Takes Rating Actions on Various Synthetic CDO Transactions

* BOND PRICING: For the Week of Sept. 24 – Sept. 28, 2007

                             *********

AEGIS ASSET: Moody's Reviews Ratings on Six Certificate Classes
---------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
six classes of certificates from four deals issued by Aegis Asset-
Backed Securities Trust.

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to expected losses.  The transactions are backed by
subprime, fixed and adjustable-rate mortgage loans.

Complete rating actions are:

Issuer: Aegis Asset-Backed Securities Trust, Mortgage Pass-
        Through Certificates, Series 2004-1

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

   -- Class B-3, current rating B3, under review for possible
      downgrade;

Issuer: Aegis Asset-Backed Securities Trust, Mortgage Pass-
        Through Certificates, Series 2004-2

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

   -- Class B-3, current rating Baa3, under review for possible
      downgrade;

Issuer: Aegis Asset-Backed Securities Trust, Mortgage Pass-
        Through Certificates, Series 2004-3

   -- Class B-3, current rating Baa3, under review for possible
      downgrade;

Issuer: Aegis Asset-Backed Securities Trust, Mortgage Pass-
        Through Certificates, Series 2004-5

   -- Class B-3, current rating Baa3, under review for possible
      downgrade.


AFC ENTERPRISES: Court Rules Out Lawsuit, Awards $20 Million
------------------------------------------------------------
Federal court in Atlanta has returned a favorable decision in a
lawsuit against AFC Enterprises Inc.'s former insurance carrier
that provided liability coverage for its directors and officers.   
The company was awarded $20 million in damages representing the
full limits of liability of the policy and approximately
$4 million in pre-judgment interest.

The lawsuit against Executive Risk Indemnity Inc. involved the
carrier's attempt to rescind the directors and officers liability
policy for the 2003 policy year in which AFC disclosed a
restatement of its prior years' financial statements.

A portion of the award will be paid to the plaintiff class as part
of the settlement of the shareholder litigation which was
disclosed in the 2003 financial restatement filing with the
Securities and Exchange Commission.

After payment of settlement amounts to the plaintiff class, legal
expenses and fees, the company expects to receive net proceeds of
$9-$10 million.  However, the decision may be appealed, and
therefore the timing of the company's receipt of damages, is
uncertain.
    
Given the inherent risks and uncertainties in litigation, the
company has not recognized any income related to this matter at
this time.

                   About AFC Enterprises Inc.

Headquartered in Atlanta, Georgia, AFC Enterprises Inc. --
http://www.afce.com/-- owns, operates and franchises Popeyes  
Chicken & Biscuits quick service restaurants.  As of July 15,
2007, AFC owned and operated 61 restaurants and franchised 1,817
restaurants in 44 states, the District of Columbia, Puerto Rico,
Guam and 23 foreign countries.  The Popeyes concept features a New
Orleans Cajun-style menu, with regional items such as spicy fried
chicken pieces, chicken sandwiches and strips, fried shrimp,
jambalaya and red beans & rice.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2007,
Moody's Investors Service changed AFC Enterprises Inc.'s  rating
outlook to stable from positive.  Concurrently, Moody's affirmed
all the debt ratings of AFC, including its B1 corporate family
rating and probability of default rating at B2, while upgrading
the senior secured credit facilities rating to Ba3 from B1.


ARES XI: Moody's Rates $15.9 Million Class E Notes at Ba1
---------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes and
Combination Securities issued by Ares XI CLO Ltd:

   -- Aaa to the $50,000,000 Class A-1a Variable Funding
      Floating Rate Notes Due 2021;

   -- Aaa to the $473,900,000 Class A-1b Senior Secured
      Floating Rate Notes Due 2021;

   -- Aaa to the $15,000,000 Class A-1c Senior Secured Floating
      Rate Notes Due 2021;

   -- Aa1 to the $60,400,000 Class A-2 Senior Secured Floating
      Rate Notes Due 2021;

   -- Aa2 to the $48,500,000 Class B Senior Secured
      Floating Rate Notes Due 2021;

   -- A2 to the $48,000,000 Class C Senior Secured Deferrable
      Floating Rate Notes Due 2021;

   -- Baa2 to the $32,400,000 Class D Secured Deferrable
      Floating Rate Notes Due 2021; and

   -- Ba1 to the $15,900,000 Class E Secured Deferrable
      Floating Rate Notes Due 2021.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of Loans, Structured
Finance Securities, Synthetic Securities, Senior Secured Floating
Rate Notes, High Yield Bonds due to defaults, the transaction's
legal structure and the characteristics of the underlying assets.

Ares Management LLC will manage the selection, acquisition and
disposition of collateral on behalf of the Issuer.


AVIS BUDGET: Fitch Puts Long-Term Issuer Default Rating at BB
-------------------------------------------------------------
Fitch Ratings affirmed Avis Budget Car Rental LLC's long-term
Issuer Default Rating at 'BB'. Concurrently, Fitch assigned a
long-term IDR of 'BB' to its parent company, Avis Budget Group,
Inc., which is the guarantor of ABC's unsecured debt.  The Rating
Outlook is Stable.  Approximately $1.8 billion of debt is affected
by these actions.

Fitch affirmed these ratings with a Stable Outlook:

Avis Budget Car Rental, LLC

  -- Long-term Issuer Default Rating 'BB';
  -- Senior secured debt 'BBB-'; and
  -- Senior unsecured debt 'BB-'.

Fitch assigned these ratings with a Stable Outlook:

Avis Budget Group, Inc.
  -- Long-term Issuer Default Rating 'BB'.

The affirmation reflects the strength of ABC's dual brand
strategy, its leading position in the on-airport rental market,
and the strong track record of management through various economic
cycles.  Rating constraints center on the cyclicality and
seasonality of the vehicle rental business, significant reliance
on General Motors and Ford for vehicle supply, ABC's ability to
pass on higher prices for new vehicle supply, weakening
performance in the truck rental segment, and a significantly
leveraged balance sheet.

The Rating Outlook reflects ABC's stable market share in the on-
airport car rental business, its ability to manage through various
economic cycles and security concerns, which have negatively
impacted the travel business in recent years, and the expectation
that profitability metrics will begin to benefit from; the
introduction of high-margin ancillary products, the realization of
operating efficiencies, and the success of fleet management
techniques aimed at offsetting rising fleet costs.

Profitable progress in the off-airport market, increasing
diversity of vehicle manufacturers, the ability to manage an
increase in risk vehicles, the achievement of rational pricing
adjustments, and improving capitalization and leverage ratios
could support positive rating momentum.  Conversely, a prolonged
decline in profitability and further deterioration in balance
sheet ratios could result in a ratings downgrade.


BANC OF AMERICA: Fitch Rates $5.48 Million Certificates at BB
-------------------------------------------------------------
Fitch has rated Banc of America Funding Corporation mortgage pass-
through certificates, series 2007-E, as:

Loan Group J:

  -- $398,952,000 classes 1-A-1, 2-A-1, 3-A-1, 4-A-1, 5-A-1,
     and 6-A-1 (senior certificates) 'AAA'.

Loan Group X:

  -- $512,256,000 classes 7-A-1, 8-A-1, 8-A-2, 8-A-6, 9-A-1, 9-
     A-2, 10-A-1, 10-A-2, 11-A-1, 11-A-2, 12-A-1, C-A-1 through
     C-A-3, and C-A-5 (senior certificates) 'AAA';

  -- $5,485,000 class X-B-4 'BB'; and

  -- $3,464,000 class X-B-5 'B'.

The 'AAA' ratings on the Loan Group J senior certificates reflect
the 4% subordination provided by the 1.70% class J-B-1, the 0.80%
class J-B-2, the 0.40% class J-B-3, the 0.50% privately offered
class J-B-4, the 0.35% privately offered class J-B-5, and the
0.25% privately offered class J-B-6.  Classes J-B-1 through J-B-6
are not rated by Fitch.

The 'AAA' ratings on the Loan Group X senior certificates reflect
the 6.75% subordination provided by the 2.85% class X-B-1, the
1.00% class X-B-2, the 0.50% class X-B-3, the 0.95% privately
offered class X-B-4, the 0.60% privately offered class X-B-5, and
the 0.85% privately offered class X-B-6.  Classes X-B-1, X-B-2, X-
B-3 and X-B-6 are not rated by Fitch.

This transaction contains certain rated classes designated as
Exchangeable REMIC certificates and Exchangeable Certificates.  
Exchangeable REMIC Certificates: Classes 1-A-1, 2-A-1, 3-A-1, 8-A-
1, 8-A-2, 9-A-2, 10-A-1, 10-A-2, 11-A-1, 11-A-2, and 12-A-1.

Exchangeable Certificates: Classes 8-A-6, C-A-1, C-A-2, C-A-3, and
C-A-5.  All other classes are regular certificates.

All or a portion of certain classes of offered exchangeable REMIC
certificates may be exchanged for a proportionate interest in the
related exchangeable certificates.  All or a portion of the
exchangeable certificates may also be exchanged for the related
offered exchangeable REMIC certificates in the same manner.  This
process may occur repeatedly.

The classes of offered exchangeable REMIC certificates and of
exchangeable certificates that are outstanding at any given time,
and the outstanding principal balances and notional amounts of
these classes, will depend upon any related distributions of
principal, as well as any exchanges that occur.  

Offered exchangeable REMIC certificates and exchangeable
certificates in any combination may be exchanged only in the
proportions shown in the governing documents.  Holders of
exchangeable certificates will be the beneficial owners of a
proportionate interest in the certificates in the related
combination group and will receive a proportionate share of the
distributions on those certificates.

With respect to any distribution date, the aggregate amount of
principal and interest distributable to, and amount of principal
and interest losses and interest shortfalls on, all of the
exchangeable certificates in any exchangeable combination on such
distribution date will be identical to the aggregate amount of
principal and interest distributable to, and amount of principal
and interest losses and interest shortfalls on, all of the
exchangeable REMIC certificates in the related REMIC combination
on such distribution date.

Fitch believes the amount of credit enhancement will be sufficient
to cover credit losses.  The ratings also reflect the high quality
of the underlying collateral purchased by Banc of America Funding
Corporation, the integrity of the legal and financial structures,
and the master servicing capabilities of Wells Fargo Bank, N.A.

The Loan Group J collateral consists of 631 adjustable-rate
mortgage loans secured by first liens on one- to four-family
properties all of which have original terms to maturity of 300 to
480 months.  The aggregate unpaid principal balance of the pool is
$457,833,285 as of September 1, 2007 and the average principal
balance is $725,568.

The weighted average original loan-to-value ratio of the loan pool
is approximately 73.71; approximately 1.34% of the loans have an
OLTV greater than 80%.  The weighted average coupon of the
mortgage loans is 6.246% and the weighted average FICO score is
742.  Cash-out and rate/term refinance loans represent 20.84% and
26.62% of the loan pool, respectively.  The states that represent
the largest geographic concentration are California, and Florida.  
All other states have a concentration of less than 5%.

The Loan Group X collateral consists of 918 adjustable-rate
mortgage loans secured by first liens on one- to four-family
properties all of which have original terms to maturity of 300 to
480 months.  The aggregate unpaid principal balance of the pool is
$577,384,439 as of September 1, 2007 and the average principal
balance is $628,959.

The weighted average original loan-to-value ratio of the loan pool
is approximately 77%; approximately 2.85% of the loans have an
OLTV greater than 80%.  The weighted average coupon of the
mortgage loans is 6.592% and the weighted average FICO score is
711.  Cash-out and rate/term refinance loans represent 32.18% and
29.30% of the loan pool, respectively.  The states that represent
the largest geographic concentration are California and Florida.  
All other states have a concentration of less than 5%.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

BAFC, a special purpose corporation, purchased the mortgage loans
from Bank of America, National Association, and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  All other
originators are less than 10% of the mortgage pool.  Bank of
America, N.A. will serve as master servicer and as securities
administrator.  Wells Fargo Bank, N.A. will serve as trustee. For
federal income tax purposes, elections will be made to treat the
trust as multiple real estate mortgage investment conduits.


BARNERT HOSPITAL: Charles Golden Named as Patient Care Ombudsman
----------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, informed
the United States Bankruptcy Court for the District of New Jersey
that Charles M. Golden, Esq., of Obermayer, Rebmann, Maxwell &
Hippel, LLP, has been appointed as patient care ombudsman in
Nathan and Miriam Barnert Memorial Hospital's chapter 11 case.

Under Section 333 of the Bankruptcy Code, if the Debtor is a
health care business, then the court shall appoint a patient care
ombudsman to monitor the quality of patient care and to represent
the interests of the patients.

Specifically, as patient care ombudsman, Mr. Golden will:

   a. monitor the quality of patient care provided to patients of
      the debtor, to the extent necessary under the circumstances,
      including interviewing patients and physicians;

   b. report to the court after notice to the parties in interest,
      at a hearing or in writing, regarding the quality of patient
      care provided to patients of the debtor, not later than 60
      days after the date of this appointment, and not less
      frequently than at 60-day intervals thereafter;

   c. file with the court a motion or a written report, with
      notice to the parties in interest immediately upon making
      such determination, if the ombudsman determines that the
      quality of patient care provided to patients of the debtor
      is declining significantly or is otherwise being materially
      compromised; and

   d. maintain any information obtained by the ombudsman
      under section 333 of the Bankruptcy Code that relates
      to patients, ncluding information relating to patient
      records, as confidential information.  The ombudsman may
      not review confidential patient records unless the Court
      approves the review in advance and imposes restrictions
      on the ombudsman to protect the confidentiality of the
      records.

Mr. Golden assures the Court that he does not hold any interest
adverse to the Debtor's estate and is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

Nathan and Miriam Barnert Memorial Hospital Association, dba
Barnert Hospital, owns and operates a 256 bed general acute care
community hospital located at 680 Broadway in Paterson, New
Jersey.  The company filed for chapter 11 protection on Aug. 15,
2007 (Bankr. D. N.J. Case No. 07-21631).  David J. Adler, Esq.,
at McCarter & English, LLP, represents the Debtor.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts between $1 million and $100 million.


BARNERT HOSPITAL: Court Approves Obermayer as Ombudsman's Counsel
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of New Jersey
gave Charles M. Golden, Esq., the Patient Care Ombudsman appointed
in Nathan and Miriam Barnert Memorial Hospital Association, dba
Barnert Hospital's chapter 11 case, permission to employ Obermayer
Rebmann Maxwell & Hippel LLP, as his counsel.

As the Ombudsman's counsel, Obermayer Rebmann is expected to:

   a. represent the Ombudsman in any proceeding or hearing in the
      Bankruptcy Court, and in any action in other courts where
      the rights of the patients may be litigated or affected as
      a result of the case;

   b. advise the Ombudsman concerning the requirments of the
      Bankruptcy Code and Bankruptcy Rules and the requirements
      of the Office of the United States Trustee relating to the
      discharge of his duties under Section 333 of the Bankurptcy
      Code;

   c. advise and represent the Ombudsman concerning potential
      reorganization or sale of the Debtor's assets; and

   d. perform other legal services as may be required under the
      circumstances of the case in accordance with the Ombudsman's
      powers and duties as set forth in the Bankruptcy Code.

The firm's professionals compensation rates:

      Designations        Hourly Rates
      ------------        ------------
      Attorneys               $450
      Paralegals              $100

Edmond M. George, Esq., a partner of the firm, assured the Court
that the firm does not hold any interests adverse to the Debtor's
estate and is a “disinterested person” as defined in Section
101(14) of the Bankruptcy Code.

Mr. George can be reached at:

      Edmond M. George, Esq.
      Obermayer Rebmann Maxwell & Hippel LLP
      20 Brace Road, Suite 300
      Cherry Hill, New Jersey 08034
      Tel: (856) 759-3300
      http://www.obermayer.com/


Nathan and Miriam Barnert Memorial Hospital Association, dba
Barnert Hospital, owns and operates a 256 bed general acute care
community hospital located at 680 Broadway in Paterson, New
Jersey.  The company filed for chapter 11 protection on Aug. 15,
2007 (Bankr. D. N.J. Case No. 07-21631).  David J. Adler, Esq.,
at McCarter & English, LLP, represents the Debtor.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts between $1 million and $100 million.

Charles M. Golden, Esq., at Obermayer, Rebmann, Maxwell & Hippel
LLP, has been appointed as Patient Care Ombudsman for this case.  


BEAR STEARNS: Fitch Places Low-B Ratings on Six Class Certificates
------------------------------------------------------------------
Fitch Ratings assigned these ratings to Bear Stearns Commercial
Mortgage Securities Trust 2007-PWR17, commercial mortgage pass-
through certificates:

  -- $101,750,000 class A-1 'AAA';
  -- $194,050,000 class A-2 'AAA';
  -- $311,800,000 class A-3 'AAA';
  -- $132,000,000 class A-AB 'AAA';
  -- $1,178,257,000 class A-4 'AAA';
  -- $364,325,000 class A-1A 'AAA';
  -- $231,026,000 class A-M 'AAA';
  -- $95,000,000 class A-MFL 'AAA';
  -- $268,972,000 class A-J 'AAA';
  -- $3,260,260,823 class X-1 'AAA';
  -- $3,185,229,000 class X-2 'AAA';
  -- $28,527,000 class B 'AA+';
  -- $44,829,000 class C 'AA';
  -- $24,452,000 class D 'AA-';
  -- $20,376,000 class E 'A+';
  -- $28,527,000 class F 'A';
  -- $32,603,000 class G 'A-';
  -- $36,678,000 class H 'BBB+';
  -- $32,603,000 class J 'BBB';
  -- $32,602,000 class K 'BBB-';
  -- $12,226,000 class L 'BB+';
  -- $12,226,000 class M 'BB'
  -- $12,226,000 class N 'BB-';
  -- $8,151,000 class O 'B+';
  -- $4,075,000 class P 'B';
  -- $8,151,000 class Q 'B-';
  -- $44,828,823 class S 'NR'.

All classes are privately placed pursuant to rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are 264
fixed-rate loans having an aggregate principal balance of
approximately $3,260,260,823, as of the cutoff date, Aug. 28,
2007.


BLAST ENERGY: Alberta Energy's Chapter 7 Conversion Plea Denied
---------------------------------------------------------------
The Honorable Jeff Bohm of the United States Bankruptcy Court for
the Southern District of Texas denied Alberta Energy Partners'
request to convert Blast Energy Services Inc. and Eagle Domestic
Drilling Operations LLC's Chapter 11 cases into Chapter 7
liquidation proceedings.

Alberta Energy argued that the Debtors' failure to maintain
appropriate insurance, file the required documents, provide
information to the U.S. Trustee, and continued loss provides
substantive basis for conversion into a Chapter 7 liquidation.

After reviewing Alberta Energy's evidence presented before the
Court at a September 12 hearing, Judge Bohm says that he finds
"exceptional circumstances exist," thus, Albert Energy's request
for conversion is without merit.

                   About Blast Energy Services

Headquartered in Houston, Blast Energy Services and its
debtor-affiliate Eagle Domestic Drilling Operations LLC
-- http://www.blastenergyservices.com/-- owns and contracts
land drilling rigs to third parties.  The Debtor also provides
services relating to drilling rig operations.

Blast Energy owns and develops abrasive jetting intellectual
property, technology and equipment providing downhole production
enhancement and drilling solutions, and satellite broadband
access for Internet, data, email, applications, VoIP and video
streaming as energy industry management tools providing real-time
supervisory control and data acquisition.

The company filed and its affiliates for Chapter 11 protection on
Jan. 19, 2007 (Bankr. S.D. Tex. Case No. 07-30424).  H. Rey
Stroube, III, Esq., represent the Debtors.  The Official Committee
of Unsecured Creditors represented by Alan D Halperin, Esq., at
Halperin Battaglia Raicht LLP.

When it filed for protection from its creditors, Blast Energy
listed total assets of $63,500,851 and total debts of $51,019,486.  
Eagle Domestic disclosed total assets of $50,763,183 and total
debts of $48,758,626.


BOMBAY COMPANY: Bankruptcy Court Approves $115 DIP Financing
------------------------------------------------------------
The Bombay Company, Inc., had obtained approval from the U.S.
Bankruptcy Court for the Northern District of Texas for the
$115 million debtor-in-possession financing, which has been
secured from GE Corporate Lending and GE Canada Finance Holding
Company.  The DIP financing is related to Bombay's reorganization,
which was reported in the Troubled Company Reporter on Sept. 21,
2007.

"We are proceeding with the restructuring plans as outlined in our
filings last week, and we continue to operate our business as
usual during this process," David B. Stewart, Chief Executive
Officer of the company, said.

Headquartered in Fort Worth, Texas, The Bombay Company, Inc., (OTC
Bulletin Board: BBAO) -- http://www.bombaycompany.com/-- designs,  
sources and markets a unique line of home accessories, wall décor
and furniture through 384 retail outlets and the Internet in the
U.S. and internationally.  The company and five of its debtor-
affiliates filed for Chapter 11 protection on Sept. 20, 2007
(Bankr. N.D. Tex. Lead Case No. 07-44084).  As of May 5, 2007, the
Debtors listed total assets of $239,400,000 and total debts of
$173,400,000.


BRANDYWINE REALTY: Conducting Corporate Reorganization
------------------------------------------------------
Jerry Sweeney, president and CEO of Brandywine Realty Trust,
confirmed that corporate reorganization was ongoing and employees
were being laid off, Natalie Kostelni of the Philadelphia Business
Journal writes.

The move, Ms. Kostelni relates, has displaced several employees
but Mr. Sweeney stated that Brandywine has hired 25 employees and
promoted several others.

As part of the reorganization, Brandywine is departing from the
Pennsylvania market and concentrating on other markets outside of
the Delaware Valley, Ms. Kostelni reports citing people familiar
with the situation.  The company continues to maintain a strong
presence in Center City and the Philadelphia suburbs.

                    Investment Highlights

As reported in the Troubled Company Reporter on July 30, 2007,
during the second quarter of 2007, the company acquired 155 Grand
Avenue, a 97.9% occupied, 204,278 square foot office building in
Oakland, California, for $72 million.  Subsequent to quarter end,
the company acquired a package of five buildings in the Boulders
office park in Richmond, Virginia, aggregating 508,607 square feet
and 94% occupied, for $96.5 million.
    
During the second quarter of 2007, the company sold its Cityplace
office building in Dallas, Texas, for $115 million and incurred a
$600,000 loss on the sale attributable to certain closing
adjustments.
    
At June 30, 2007, the company was actively proceeding on six
ground-up office developments and eight office redevelopments with
a total identified cost of $514.6 million of which $130.2 million
remained to be funded.  In addition, the company is in the
planning and design phase on two office redevelopments, nine land
development projects and several other projects with a total,
current investment of $113.3 million; held $60.6 million of other
land for future development and are completing a series of tenant
and building improvement projects aggregating $55.1 million.

               About Brandywine Realty Trust

Headquartered in Radnor, Pennsylvania, Brandywine Realty Trust
(NYSE: BDN), http://www.brandywinerealty.com/-- is one of the  
full-service, integrated real estate companies in the United
States and is focused primarily on the ownership, management and
development of class A, suburban and urban office buildings in
selected markets aggregating approximately 42 million square feet.

                          *     *     *

Fitch assigned a 'BB+' rating on Brandywine Realty Trust's
Preferred Stock.  The outlook is positive.


BRIGHAM EXPLORATION: Completes $36 Mil. Sale of Anadarko Basin
--------------------------------------------------------------
Brigham Exploration Company has closed on the sale of its
Anadarko Basin Granite Wash divestiture package for total cash
consideration of $36 million with an effective date of Sept. 1,
2007.  

No current income taxes are to be incurred with the divestiture.  
The net proceeds from the sale were used to repay the entirety of
borrowings outstanding under Brigham's senior credit facility with
remaining funds placed on deposit.

Tristone Capital, LP acted as Brigham's advisor on the
transaction.
    
On Sept. 26, 2007, Brigham also concluded its regularly scheduled
senior credit facility borrowing base redetermination and, despite
the sale of the aforementioned proved reserves, the borrowing base
was left unchanged at $101 million.

As disclosed in Brigham's quarterly and annual filings with
the SEC, borrowing base availability is subject to covenants under
the senior notes due in 2014.  Based on these covenants, the
divestiture had a minimal impact on borrowing base availability.
    
"We are very pleased to announce this transaction," Bud Brigham
the chairman, president and CEO stated.  "The properties sold had
current net production of 1.8 MMcfe per day and proved reserves of
23.5 Bcf of natural gas equivalent.  These reserves were roughly
78% undeveloped, and utilizing a $6.50 per Mcf natural gas and $70
oil price the discounted PV10 value of these reserves was
approximately $24.5 million relative to our $36 million in
proceeds."

"Importantly, the sale of these non-strategic assets allows us to
further focus our drilling activities in South Texas, Southern
Louisiana, our remaining Anadarko Basin assets and the Rockies,"
Mr. Brigham continued.  "In addition, the proceeds from the sale
expand our corporate liquidity and will compliment cash flow in
order to execute on our 2008 drilling program."
   
                   About Brigham Exploration

Headquartered in Austin, Texas, Brigham Exploration Company
(Nasdaq: BEXP) -- http://www.bexp3d.com/-- is an independent   
exploration and production company that applies 3-D seismic
imaging and other advanced technologies to systematically explore
and develop onshore domestic natural gas and oil provinces.

                           *     *     *

In September 2006, Moody's Investor Services placed Brigham
Exploration Company's long term corporate family and probability
of default ratings at 'Caa1', which still hold to date.  The
outlook is stable.

Standard & Poor's assigned a 'B1' rating on the company's long
term foreign and local issuer credit in April 2006.  These ratings
still hold to date.


BUFFETS HOLDINGS: S&P Junks Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating, on Eagan, Minnesota-based Buffets
Holdings Inc. to 'CCC+' from 'B-'.  The outlook is negative.

"The rating action is based on our concern that the company will
fail to comply with the maximum leverage ratio covenant of its
senior secured credit agreement in the coming quarters," explained
Standard & Poor's credit analyst Charles Pinson-Rose, "and that
the noncompliance will further constrain the company's already
weak liquidity."

As a result of poor performance at the company's restaurants,
EBITDA for covenant purposes has dropped precipitously over the
past three quarters.  It fell to $148.1 million as of June 27,
2007, from $171.4 million as of April 4, 2007, which was down from
$182.6 million as of Dec. 13, 2006.
      
"The outlook is negative and indicates that we would lower the
rating if poor operating performance or a covenant violation
further strains liquidity," added Mr. Pinson-Rose.


CAPITAL AUTO: Fitch Rates $5.48 Million Class D Notes at BB
-----------------------------------------------------------
Fitch Ratings rated Capital Auto Receivables Asset Trust 2007-3
as:

  -- $212,000,000 5.26395% class A-1 'F1+';
  -- $112,000,000 5.11% class A-2a 'AAA';
  -- $112,000,000 floating rate class A-2b 'AAA';
  -- $269,000,000 5.02% class A-3a 'AAA';
  -- $140,000,000 floating rate class A-3b 'AAA';
  -- $190,804,000 5.21% class A-4 'AAA';
  -- $ 35,622,000 5.84% class B 'A';
  -- $ 16,442,000 6.35% class C 'BBB';
  -- $ 5,480,000 8.00% class D 'BB'.


CAPITAL AUTO: S&P Rates $5.48 Million Fixed-Rate Notes at BB
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Capital
Auto Receivables Asset Trust 2007-3's $1,093,348,000 asset-backed
notes series 2007-3.
     
The ratings reflect:

    -- The credit quality of the underlying pool, which has a
       weighted average FICO score of 705.04 and consists of
       prime automobile loans;

    -- The timely interest and principal payments made under
       stressed cash flow modeling scenarios consistent with
       the ratings being assigned to each class of notes;

    -- The credit enhancement; and

    -- The sound legal structure.
   
                        Ratings Assigned
          Capital Auto Receivables Asset Trust 2007-3
   
                          Interest              Legal final
   Class   Rating  Type     rate     Amount     maturity
   -----   ------  ----    -------   ------     ---------
   A-1     A-1+    Senior  Fixed   $212,000,000 September 2008
   A-2a    AAA     Senior  Fixed   $112,000,000 November 2009
   A-2b    AAA     Senior Floating $112,000,000 November 2009
   A-3a    AAA     Senior  Fixed   $269,000,000 September 2011
   A-3b    AAA     Senior Floating $140,000,000 September 2011
   A-4     AAA     Senior  Fixed   $190,804,000 March 2014
   B       A       Sub     Fixed    $35,622,000 March 2014
   C       BBB     Sub     Fixed    $16,442,000 March 2014
   D       BB      Sub     Fixed     $5,480,000 March 2014


CCI GROUP: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: C.C.I. Group, Inc.
             1140 Avenue of Americas, Suite 1800
             New York, NY 10036

Bankruptcy Case No.: 07-13053

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Beach Properties Barbuda Ltd.              07-13056

Type of business: The Debtors operate a boutique style resort
                  located on the island of Barbuda, West Indies.  
                  The resort, known as The Beach House-Barbuda,
                  features 23 oceanfront junior suites and a villa
                  situated on a pristine, isolated Caribbean
                  beach.  It includes a gourmet restaurant and
                  poolside bar, both offering views of the
                  Caribbean.  See
                  http://www.caribbeanclubs.net/cci/investor2.html

Chapter 11 Petition Date: September 27, 2007

Court: Southern District of New York (Manhattan)

Judge: James M. Peck

Debtors' Counsel: Richard L. Koral, Esq.
                  60 East 42nd Street, Suite 1136
                  New York, NY 10165
                  Tel: (212) 682-1212
                  Fax: (212) 687-2084

                                Estimated Assets   Estimated Debts
                                ----------------   ---------------
C.C.I. Group, Inc.              $1 Million to      $1 Million to
                                $100 Million       $100 Million

Beach Properties Barbuda, Ltd.  $1 Million to      $1 Million to
                                $100 Million       $100 Million

A. CCI Group, Inc.'s 15 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
All American Properties                                $1,397,898
1140 Avenue of Americas,
Suite 1800
New York, NY 10036

Richard Herriot                                          $639,211
Independent Financial Services
19 Grove Avenue
Westerly, RI 02891

Fred W. Jackson, Jr.                                     $200,000
P.O. Box 528
Wainscott, NY 11975-0528

Melanie Brandman                                          $99,996

C.E.O. Cast Investor Relations                            $30,360

Adolph Seltzer, Attorney                                  $20,848

Hansen, Barnett & Maxwell,                                $17,218
C.P.A.'s

Dennis Roberts, Attorney                                  $20,133

Dan Luciano, Attorney                                     $20,332

Stephenson Harwood                                        $15,300

K.C.S.A. Advertising                                      $10,238

Mickelberry                                               $10,000

Cloward Sorenson, C.P.A.'s                                 $4,750

Julian Jensen, Attorney                                    $3,734

Hacker & Murphy, Attorneys                                 $3,639

B. Beach Properties Barbuda, Ltd. did not file a list of its 20
   largest unsecured creditors.


CELL THERAPEUTICS: Richard Love Joins Board of Directors
--------------------------------------------------------
Richard L. Love has joined Cell Therapeutics Inc.'s board of
directors.  

Mr. Love was the chairman of the board for Systems Medicine, which
was recently acquired by CTI.  

In addition to CTI, Mr. Love is the chairman of the board of ImaRx
Therapeutics, and he serves on the boards of PAREXEL
International, and Molecular Profiling Institute.  

Mr. Love has worked in the industry for more than 40 years,
including 27 years of bioscience leadership experience.  He
founded two biopharmaceutical companies, Triton Biosciences Inc.
and ILEX Oncology Inc.  Mr. Love was CEO at both companies, and
leading the clinical development teams in the creation of four
drugs in use-Betaseron(R), a treatment for multiple sclerosis, two
treatments for chronic lymphocytic leukemia, Fludara(R) and
CAMPATH(R), and Clolar(R), a treatment for acute leukemias.

He served on the board of Xilas Medical Inc.  Mr. Love has been
active with various non-profit organizations as well, serving on
the boards of the Cancer Therapy and Research Center in San
Antonio, TX, and the Translation Genomics Research Institute in
Phoenix, AZ.

Mr. Love holds Bachelors and Masters of Science degrees in
Chemical Engineering from the Virginia Polytechnic Institute.

"Dick brings a wealth of entrepreneurial and drug development
experience in the biopharmaceutical industry to CTI's board,"
James A. Bianco, M.D., president and CEO of CTI said.  "We look
forward to his input as we move toward the commercialization of
pixantrone, XYOTAX(TM), and Brostallicin."

"We are very excited to have Dick join CTI's board, and look
forward to utilizing his industry expertise," Phillip M. Nudelman,
Ph.D., chairman of the board of CTI, said.  "His leadership
experience makes him a great addition to the board."

"I am thrilled to join the CTI board and to have the opportunity
to help the company reach its goal of making cancer more
treatable," Mr. Love said.  "I am fully committed to the company's
mission and look forward to contributing my experience to the
development of both the company and its drug candidates."

                    About Cell Therapeutics

Based in Seattle, Cell Therapeutics Inc. (NasdaqGM: CTIC) --
http://cticseattle.com/-- is a biopharmaceutical company  
committed to developing an integrated portfolio of oncology
products aimed at making cancer more treatable.

Cell Therapeutics' consolidated balance sheet at June 30, 2007,
showed $89.6 million in total assets and $174.6 million in total
liabilities, resulting in a $102.1 million total stockholders'
deficit.


CITICORP MORTGAGE: Fitch Assigns B Rating on $1.194 Million Certs.
------------------------------------------------------------------
Fitch Ratings has assigned these ratings to Citicorp Mortgage
Securities, Inc.'s REMIC pass-through certificates, series 2007-8:

  -- $287,843,563 classes IA-1 through IA-4, IA-IO, IIA 1, IIA-
     IO, IIIA-1, IIIA-IO and A-PO (senior certificates) 'AAA';

  -- $5,372,000 class B-1 'AA';

  -- $2,089,000 class B-2 'A';

  -- $746,000 class B-3 'BBB';

  -- $1,194,000 class B-4 'BB';

  -- $299,000 class B-5 'B'.

The $895,467 class B-6 is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 3.55%
subordination provided by the 1.8% class B-1, the 0.7% class B-2,
the 0.25% class B-3, the 0.4% privately offered class B-4, the
0.1% privately offered class B-5, and the 0.3% privately offered
class B-6.  In addition, the ratings reflect the quality of the
mortgage collateral, strength of the legal and financial
structures, and CitiMortgage, Inc.'s servicing capabilities as
primary servicer.

As of the cut-off date, Sept. 1, 2007, the mortgage pool consists
of 519 conventional, fully amortizing, 10-30 year fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate principal balance of
approximately $298,439,031 located primarily in New York,
California, and Illinois.  The weighted average original loan to
value ratio of the mortgage loans is 70.48%.  

Approximately 26.36% of the loans were originated under a reduced
documentation program.  Condo properties account for 22.17% of the
total pool.  Cash-out refinance loans represent 12.07% of the
pool. The average balance of the mortgage loans in the pool is
approximately $575,027. The weighted average coupon of the loans
is 6.574% and the weighted average remaining term is 347 months.  

The mortgage loans were originated or acquired by CMI and in turn
sold to CMSI.  A special purpose corporation, CMSI, deposited the
loans into the trust, which then issued the certificates. U.S.
Bank National Association will serve as trustee.  For federal
income tax purposes, an election will be made to treat the trust
fund as one or more real estate mortgage investment conduits.


CLEARLY CANADIAN: Completes $9.36 Million Private Financing
-----------------------------------------------------------
Clearly Canadian Beverage Corp. completed a $9.36 million
financing from institutional investors, through the sale of a
senior convertible note with a $2.33 conversion price and a 9%
interest rate.

The company said that it will receive approximately $9 million
gross proceeds from the financing.  The company added that
investors were also issued 4,017,167 five year warrants, which
half of the warrants are exercisable at $2.33 and half are
exercisable at $2.56.

The company further said that the net proceeds will be used for
general working capital.

Additionally, the company restructured the liabilities due to
the sellers of DMR Food Corporation and My Organic Baby, Inc.,
both recently acquired by Clearly Canadian, by the payment of
CDN$4 million in cash with the balance due being converted into
subordinated convertible note with a $2.33 conversion price and
a 9% interest rate.

                     About Clearly Canadian

Based in Vancouver, B.C., Clearly Canadian Beverage Corporation
(OTC BB: CCBEF.OB CL) -- http://www.clearly.ca/-- markets premium   
alternative beverages, including Clearly Canadian(R) sparkling
flavoured waters and Clearly Canadian dailyEnergy, dailyVitamin
and dailyHydration Natural Enhanced Waters which are distributed
in the United States, Canada and various other countries.  Clearly
Canadian's recent acquisition of DMR Food Corporation and My
Organic Baby Inc. marks the company's debut into organic and
natural products with a full line of organic baby and toddler
foods under the brand names My Organic Baby and My Organic Toddler
and a wide range of dried fruit and nut snacks offerings from
SunRidge Farms, Naturalife, Sweet Selections, Simply by Nature
and Glengrove Organics brands.

                      Going Concern Doubt

KPMG LLP of Vancouver, B.C. expressed substantial doubt about
Clearly Canadian Beverage Corp.'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
pointed to the company's recurring losses from operations and
insufficient working capital to meet its planned business
objectives.  Operations for the six months ended June 30, 2007,
have been funded primarily from cash reserves raised by the
issuance of capital stock.


DADE BEHRING: Siemens Extends Tender Offer to October 31
--------------------------------------------------------
Siemens has extended the expiration date for the cash tender offer
for all outstanding shares of Dade Behring Holdings Inc. to
Wednesday, Oct. 31, 2007, 12:00 midnight (EDT), as Siemens awaits
merger control clearance by the European Commission.

The European Commission's initial investigation period will expire
on Oct. 25, 2007, unless extended.  U.S. antitrust clearance was
already granted on Sept. 17, 2007.

Siemens expects to receive European merger control clearance and
other regulatory approvals in time to close the transaction during
calendar year 2007.
    
"We have made an attractive offer and do expect a smooth
completion of the transaction after we have received full
clearance from the antitrust authorities," Joe Kaeser, Siemens
CFO, stated.
    
As of midnight, New York City time, on Sept. 26, 2007, an
aggregate of 66,159,433 shares of common stock of Dade Behring had
been validly tendered and not withdrawn, representing
82.55% of the outstanding common stock of Dade Behring.
    
While Siemens expected to close the transaction in the first
calendar quarter of 2008, it now expects to close the transaction
during the fourth quarter of calendar year 2007.

After completion of the tender offer, any remaining shares of Dade
Behring will be acquired in a merger at the same price. The
transaction has a value of approximately $7 billion.  

The tender offer was made by a subsidiary of Siemens pursuant to
an Agreement and Plan of Merger, dated as of July 25, 2007, by and
among Siemens Corporation, its subsidiary, Belfast Merger Co., and
Dade Behring.
    
The Tender Offer Statement on Schedule TO, the Offer to Purchase
and related materials filed by Siemens with the Securities and
Exchange Commission are available at the Information Agent for the
tender offer:

     Georgeson Inc.
     17 State Street, 10th Floor
     New York, NY 10004
     Tel +1 (212) 440-9800 (Banks and brokers)
            (888) 605-7608 (toll free)

                        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.  

                   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.

                          *     *     *

As reported in the Troubled Company Reporter on July 31, 2007,
Moody's Investors Service affirmed the ratings of Dade Behring
Inc. following the announcement that the company entered into a
definitive merger agreement with Siemens (Aa3 senior unsecured
rating - negative outlook) where Siemens will acquire all of the
outstanding shares of Dade Behring Holdings Inc. for $77.00/share
in cash.  Affirmed ratings include the company's Ba1 corporate
family rating.


DELPHINUS CDO: Fitch Rates $15 Million Class E Notes at BB
----------------------------------------------------------
Fitch Ratings placed five classes of notes on Rating Watch
Negative and affirms eight classes of notes issued by Delphinus
CDO 2007-1, Ltd.  These rating actions are effective immediately:

  -- $640,000,000 Super Senior affirmed at 'AAA';

  -- $73,500,000 Class A-1A affirmed at 'AAA';

  -- $86,500,000 Class A-1B affirmed at 'AAA';

  -- $160,000,000 Class A-1C affirmed at 'AAA';

  -- $27,000,000 Class S affirmed at 'AAA';

  -- $144,500,000 Class A-2 affirmed at 'AAA';

  -- $138,500,000 Class A-3 affirmed at 'AAA';

  -- $131,000,000 Class B affirmed at 'AA';

  -- $77,500,000 Class C notes rated 'A' is placed on Rating
     Watch Negative;

  -- $48,000,000 Class D-1 notes rated 'BBB+' is placed on
     Watch Negative;

  -- $30,500,000 Class D-2 notes rated 'BBB+' is placed on
     Watch Negative;

  -- $15,000,000 Class D-3 notes rated 'BBB-' is placed on
     Watch Negative;

  -- $15,000,000 Class E notes rated 'BB' is placed on Watch
     Negative;

Delphinus is a hybrid mezzanine structured finance collateralized
debt obligation that closed on July 19, 2007 and is managed by
Delaware Investments.  Delphinus has a revolving portfolio
composed of residential mortgage-backed securities (88.9%),
commercial mortgage-backed securities (0.6%) and structured
finance CDOs (6.75%).

Currently, 80.8% of the portfolio is invested in synthetic
collateral and 19.2% in cash securities.  Delphinus will exit its
reinvestment period in July 2012.  Fitch conducted cash flow
modeling utilizing various default timing and interest rate
scenarios to measure the breakeven default rates going forward
relative to the cumulative default rates associated with the
current ratings of the note liabilities.

The rating action taken on the class C, D-1, D-2, D-3 and E notes
are the result of collateral credit quality deterioration.  Since
closing, 7.07% of the portfolio has been downgraded by at least
one of the rating agencies by two or three sub-categories.  The
portfolio is comprised of primarily 2006 and 2007 vintage subprime
collateral.

The portfolio's exposure to 2006 vintage collateral includes 37.5%
subprime RMBS, 5.4% prime RMBS and 1.7% structured finance CDOs.  
Exposure to 2007 vintage collateral includes 26.8% subprime RMBS,
16.9% prime RMBS and 5.1% structured finance CDOs.

Although a relatively small portion of the pool has experienced
actual rating downgrades, it is expected that additional negative
rating migration will occur in the near to intermediate term.  
Furthermore, the structured finance CDOs in the portfolio consist
in general of 2006 and 2007 subprime RMBS.

The rating action is a result of Fitch's ongoing collateral
portfolio review of SF CDOs where portions of the portfolio have
been downgraded or placed on Rating Watch Negative by either Fitch
or the other major rating agencies.

The ratings on the class S notes address the likelihood that the
investors will receive timely payment of note interest, while the
amortizing notional balance on the related notes remain
outstanding.

The ratings of the super senior notes, class A-1, A-2, A-3 and B
notes address the likelihood that investors will receive full and
timely payments of interest, as per the governing documents, as
well as the stated balance of principal by the legal final
maturity date.

The ratings of the class C, D-1, D-2, D-3 and E notes address the
likelihood that investors will receive ultimate and compensating
interest payments, as per the governing documents, as well as the
stated balance of principal by the legal final maturity date.


DOMTAR CORPORATION: Commences $1.475 Billion Notes Exchange Offer
-----------------------------------------------------------------
Domtar Corp. disclosed in a regulatory filing on Form S-4 with the
U.S. Securities and Exchange Commission that it is offering to
exchange their Domtar Inc. U.S. notes for an equal principal
amount of Domtar Corp.'s newly issued notes of the corresponding
series.

The notes are:

   Outstanding
Principal Amount     Description of Notes           CUSIP No.
----------------     --------------------           ---------
$600,000,000         7.875% Notes due 2011     257561AU4
$350,000,000         5.375% Notes due 2013     257561AV2
$400,000,000         7-1/8% Notes due 2015     257561AW0
$125,000,000         9-1/2% Debentures due 2016 257561AT7

The new notes bear interest at the same rate and matures on the
same date as the notes tendered in exchange.

The company relates it will pay holders who validly tender and do
not validly withdraw their Domtar Inc. U.S. notes on or prior to
the applicable early consent date an early consent payment in cash
of $2.50 for each $1,000 principal amount of notes tendered.  
Holders who validly tender their Domtar Inc. U.S. notes after the
applicable early consent date will not receive the early consent
payment.  In addition, holders whose Domtar Inc. U.S. notes are
accepted for exchange will receive a cash payment representing
accrued and unpaid interest to, but not including, the settlement
date.

              Domtar Inc. - Weyerhaeuser Agreement

On Aug. 22, 2006, Weyerhaeuser Fine Paper Business and certain
wholly owned subsidiaries entered into an agreement with Domtar
Inc. providing for:

    * A series of transfers and other transactions resulting in
      the Weyerhaeuser Fine Paper Business becoming wholly owned
      by the Domtar Corp.;

    * The distribution of shares of Domtar Corp. to Weyerhaeuser
      shareholders; and

    * The combination of Domtar Inc., treated as a purchase for
      accounting purposes, with Domtar Corp.

The Transaction was consummated on March 7, 2007.

                         S&P's Rating

As reported in the Troubled Company Reporter on Sept 28, 2007,
Standard & Poor's assigned its 'B+' debt rating to Domtar Corp's
$1.475 billion and CDN$157 million in proposed new issues.

                       About Domtar Corp.

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


DOMTAR CORPORATION: Soliciting Consents from Noteholders
--------------------------------------------------------
Domtar Corp. disclosed that in conjunction with the exchange
offers, the company are soliciting consents from holders of each
series of Domtar Inc. U.S. notes to certain proposed amendments
to, as applicable:

    (a) the Indenture, dated as of Nov. 18, 2003, between Domtar
        Inc. and The Bank of New York, as successor trustee,
        relating to Domtar Inc.’s 7-1/8% notes due 2015 and 5.375%
        notes due 2013;

    (b) the Indenture, dated as of Oct. 16, 2001, between Domtar
        Inc. and The Bank of New York, as successor trustee,
        relating to Domtar Inc.’s 7.875% Notes due 2011; and

    (c) the Indenture, dated as of July 31, 1996, between Domtar
        Inc. and The Bank of New York, as trustee, relating to
        Domtar Inc.’s 9-1/2% Debentures due 2016.

The proposed amendments, among other things, will:

    (i) eliminate or modify certain restrictive covenants,

   (ii) permit the transfer by Domtar Inc. of all or substantially
        all of the shares of the capital stock of its U.S.
        subsidiaries to Domtar Corporation or one of its
        subsidiaries,

  (iii) eliminate the obligation of Domtar Inc. to file reports
        with the Securities Exchange Commission or otherwise
        provide reports to holders of Domtar Inc. U.S. notes
        absent a requirement to file such reports under applicable
        law, and

   (iv) eliminate certain events of default.

The proposed amendments constitute a single proposal and a
consenting holder must consent to the proposed amendments
applicable to the related Domtar Inc. U.S. notes as an entirety
and may not consent selectively with respect to certain of the
proposed amendments.  The proposed amendments require the approval
of the holders of a majority in aggregate principal amount of the
applicable series of Domtar Inc. U.S. notes.

If the requisite consents are received with respect to a series of
Domtar Inc. U.S. notes, Domtar Inc. and the applicable trustee
will enter into a supplemental indenture with respect to such
series of Domtar Inc. U.S. notes that will, subject to the
successful completion of the exchange offer for such series of
Domtar Inc. U.S. notes, effectuate the proposed amendments as to
such series of Domtar Inc. U.S. notes.

As a holder of Domtar Inc. U.S. notes, holders may give consent to
the proposed amendments to the applicable Domtar Inc. U.S.
Indenture only by tendering your notes in the exchange offer.  By
so tendering, the holder will be deemed to consent to the proposed
amendments to the applicable Domtar Inc. U.S. Indenture.

                       About Domtar Corp.

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


DOMTAR CORPORATION: Moody's Rates Proposed $1.5 Mil. Bonds at B1
----------------------------------------------------------------
Moody's Investors Service affirmed Domtar Corporation's and Domtar
Inc.'s existing credit ratings and assigned a B1 senior unsecured
rating to Domtar's proposed $1.5 billion of new bonds which will
replace Domtar Inc's existing bonds.

This rating action follows Domtar's announcement of a plan to
exchange six different series of Domtar Inc. bonds with new bonds
at Domtar Corporation.  The exchange offer has been structured as
a 'change of obligor' transaction and the new bonds will retain
the same payment terms (same face, same maturity and same coupon)
as the existing bonds.  

Moody's affirmed Domtar's Ba3 corporate family rating, Ba1 senior
secured rating, and the SGL-2 speculative grade liquidity rating.  
The outlook remains stable.  Moody's rating on the existing senior
unsecured notes at Domtar Inc will be withdrawn upon the
completion of the exchange offer.

The assigned B1 senior unsecured ratings on Domtar's new bonds is
a notch higher than the ratings on the existing Domtar Inc. bonds
reflecting the stronger credit profile of the issuing parent and
the benefit of subsidiary guarantees, offset by effective
subordination of the notes to the secured bank facilities.

Domtar Inc. is a subsidiary of Domtar Corporation and the existing
Domtar Inc. bonds are supported solely by the assets of Domtar Inc
without the support from the fine paper assets acquired recently
from Weyerhaeuser Company.  The exchange offer will provide
bondholders enhanced credit protection as these new bonds will be
backed by the cash flow from the company's entire business, a more
financially capable and operationally diverse corporate entity.  
The new bonds will also receive unsecured guarantees from each of
Domtar's subsidiaries that provide guarantees under the company's
bank facilities.

The current US guarantor is a subsidiary which holds the US paper
assets originally contributed by Weyerhaeuser.  In addition, the
new bonds will secure additional guarantees from Domtar Inc.'s US
subsidiaries if existing bondholders consent to an asset transfer
amendment that permits Domtar Inc. to transfer all the shares of
its US subsidiaries to Domtar Corporation.  Moody's believes that
Domtar Inc. bondholders will endorse the asset transfer given the
credit enhancement benefits.  The bond exchange transaction is
intended to simplify Domtar's debt structure and financial
reporting requirements, unify covenants of its existing bonds, and
facilitate potential future debt issuance under similar terms. The
Exchange Offer is subject to 75% bondholder approval.

The Ba3 corporate family rating is supported by Domtar's leading
fine paper market position in North America, its favorable cost
position within the industry, and the improved size and operating
diversity that has resulted from the recent merger with
Weyerhaeuser's fine paper business.  The ratings also reflect
Domtar's modest credit protection metrics and the company's lack
of product and geographic diversification.

Assignments:

Issuer: Domtar Corporation

   -- $600 million 7.875% Notes due 2011, B1 (LGD5, 75%)
   -- $350 million 5.375% Notes due 2013, B1 (LGD5, 75%)
   -- $400 million 7.125% Notes due 2015, B1 (LGD5, 75%)
   -- $125 million 9.5% Debentures due 2016, B1 (LGD5, 75%)

Ratings Affirmed:

Issuer: Domtar Corporation

   -- Corporate Family Rating, Ba3

   -- Senior Secured Bank Credit Facility, Ba1 (LGD2, 23%)

   -- Speculative Grade Liquidity Rating, Assigned SGL-2

Outlook Actions:

Issuer: Domtar Corporation

   -- Outlook, Stable

Moody's last rating action on Domtar Corporation was to assign its
Ba3 corporate family rating in February 2007 following its legal
incorporation in August 2006, which was prompted by a business
combination transaction between Domtar Inc. and Weyerhaeuser
Company's fine paper businesses.

Headquartered in Montreal, Quebec, Domtar Corporation is the
largest producer of uncoated freesheet paper in North America and
the second largest in the world.  The company also operates a
paper distribution business and produces lumber and other wood
products.


ENHANCED MORTGAGE: Fitch Junks $30 Million Pref. Shares' Rating
---------------------------------------------------------------
Fitch Ratings downgraded two classes of notes and placed one
class on Rating Watch Negative issued by Enhanced Mortgage-Backed
Securities IV, Ltd.  These rating actions are the result of
Fitch's review process and are effective immediately:

  -- $14,000,000 class A-2 senior subordinated notes, rated
     'A+', placed on rating watch negative;

  -- $6,000,000 class A-4 junior subordinated notes downgraded
     to 'B' from 'BB-' (remains on Rating Watch Negative);

  -- $30,000,000 preference shares downgrade to 'CCC/DR5' from
     'B-' (remains on Rating Watch Negative).

The ratings on the class A notes reflect the likelihood that
investors will receive periodic interest payments through the
redemption date as well as their respective stated principal
balances.  The rating of the preference shares reflects the
likelihood that investors will receive aggregate payments in an
amount equal to the principal amount on or prior to the redemption
date.

EMBS IV is a mortgage market value collateralized debt obligation
collateralized by mortgage-backed securities, collateralized
mortgage obligations, asset-backed securities and agency
obligations.  Portfolio restrictions limit the exposure to these
particular assets as well as the percentage of assets that fall
under the 'AAA', 'AA', 'A', and 'BBB' credit levels.

The net asset value of the transaction has declined and assets may
need to be sold for the transaction to stay in compliance with
overcollateralization tests.  The rating watch negative action
reflects Fitch's opinion that the breaches of the OC tests may
occur in the near future.  The downgrades reflect Fitch's concern
about the proceeds that are likely to result from the sale of
assets given the price volatility that even highly rated
securities have seen in the current market environment.

The action is the latest in a series of negative actions on the
EMBS IV transaction.

  -- Derivative Fitch Lowers & Places on RWN 2 Classes of
     Enhanced Mortgage-Backed Securities IV, Ltd. Ratings (Sep.
     10)

  -- Fitch Places 1 Class of Enhanced Mtge-Backed Sec Fund IV,
     Ltd. on Watch Neg (Aug. 21)


EQUINOX HOLDINGS: Solid Performance Cues S&P's Positive Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on fitness
club operator Equinox Holdings Inc. to positive from stable based
on solid operating performance led by good membership growth
rates and improvement in credit measures.  At the same time, S&P
affirmed the 'B-' corporate credit rating on the company.  Total
debt outstanding as of June 30, 2007, was about $430 million,
including $136 million in payment-in-kind notes issued at the
holding company level.
      
"The ratings reflect New York City-based Equinox's geographic
concentration, relatively small scale, high debt leverage,
aggressive club expansion plans, and the increasingly competitive
fitness club market," said Standard & Poor's credit analyst Andy
Liu.
      
"If Equinox can continue to improve club operations and key credit
metrics, including generation of positive discretionary cash flow,
we may raise the rating in the medium term," added Mr. Liu.


FINLAY ENTERPRISES: Inks Pact to Buy Zale's Bailey Banks Division
-----------------------------------------------------------------
Finlay Enterprises Inc. has executed an asset purchase agreement
with Zale Corporation and its subsidiaries for the acquisition of
the assets and business of its Bailey Banks & Biddle division, a
chain of 70 stand-alone retail stores operating in 24 states with
a focus on the luxury market, offering jewelry and watches under
high-end name brands.  The purchase price is $200 million, plus an
inventory adjustment at the time of closing and the assumption of
certain liabilities.

The company expects to finance the transaction through a new
$550 million five-year revolving credit facility provided by GE
Corporate Lending, which would replace its existing facility.

GE Capital Markets Inc. will act as the sole lead arranger for the
financing.
    
Management's preliminary assessment is that the acquisition would
contribute sales of approximately $280 million to $300 million in
the fiscal year ending Jan. 31, 2009, which will be the first full
year of operation after the expected completion of the
transaction.

After taking into account certain synergies of the transaction,
and based on estimated EBITDA in the range of $23 million to
$27 million, management expects the acquisition would generate
earnings accretion in excess of $0.20 per diluted share in fiscal
2008.

The company plans to provide further financial details upon the
closing of the transaction, which is expected by end of October
2007.
    
"The acquisition of Bailey Banks & Biddle represents a landmark
event for our company, Arthur E. Reiner, chairman and chief
executive officer of Finlay Enterprises Inc., commented.  "It fits
extremely well into our strategy to grow and further diversify our
business through acquisitions, and almost triples the number of
stand-alone jewelry stores we operate.  This transaction expands
our presence in the luxury market and builds upon our Carlyle
acquisition in 2005 and our Congress acquisition in 2006,
increasing our luxury and better specialty business, including
Bloomingdales and Lord & Taylor, to over $550 million."
    
"We believe the high-end market, which has performed very well in
recent years, will continue to be one of the most attractive
segments of the jewelry business," Mr. Reiner continued.  "Bailey
Banks & Biddle is a premier brand and represents a significant
expansion for Finlay in this luxury market.  We have gained
confidence and experience through our previous acquisitions.  
Further, we believe Finlay can achieve synergies and optimize
Bailey Banks & Biddle's overhead infrastructure by leveraging our
merchandising talent, operational expertise and strong vendor
relationships."
    
The asset purchase agreement is subject to various customary
closing conditions and obtaining certain consents. There can be no
assurances that these conditions will be satisfied, or that
consummation of this transaction will occur.
    
Lehman Brothers acted as exclusive financial advisor to Finlay
Enterprises Inc. for this transaction.

                    About Zale Corporation

Headquartered in Irving, Texas, Zale Corporation (NYSE:ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of fine  
jewelry in North America.  At July 31, 2006, the company operated
1,456 specialty retail jewelry stores, 817 kiosks and 76 carts
located mainly in shopping malls throughout the United States,
Canada and Puerto Rico. Zale Corporation operates under three
business segments: Fine Jewelry, Kiosk Jewelry and All Other.  The
company also provides insurance and reinsurance facilities for
various types of insurance coverage, which are marketed to
private-label credit card customers, through Zale Indemnity
Company, Zale Life Insurance Company and Jewel Re-Insurance Ltd.

                 About Finlay Enterprises Inc.
    
Headquartered in New York City, Finlay Enterprises Inc. (Nasdaq:
FNLY)  --  http://www.finlayenterprises.com/--    through its  
wholly-owned subsidiary, Finlay Fine Jewelry Corporation, is a
retailer of fine jewelry operating luxury stand-alone specialty
jewelry stores primarily located in the southeastern United States
and licensed fine jewelry departments in department stores
throughout the United States. The number of locations at the end
of the second quarter of fiscal 2007 totaled 725, including 33
Carlyle and five Congress specialty jewelry stores.
  

FINLAY ENTERPRISES: S&P Places 'B' Rating on Negative CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' coporate credit
ratings on both Finlay Enterprises Inc. and its wholly owned
subsidiary, Finlay Fine Jewelry Corp., on CreditWatch with
negative implications.  This action follows the announcement that
Finlay has executed an asset purchase agreement with Zale Corp.
for Bailey Banks & Biddle.  The purchase price is $200 million
with an adjustment for inventory at the time of closing and the
assumption of certain liabilities.  

The company expects to finance the transaction through a new
$550 million five-year revolving credit facility, which will
replace the company's existing $300 million facility.  The
transaction is expected to close at the end of October 2007.
      
"We will continue to monitor the ratings as additional information
becomes available," said Standard & Poor's credit analyst David
Kuntz.


FLEXTRONICS INT'L: Shareholders Approve Solectron Acquisition
-------------------------------------------------------------
Shareholders of both Flextronics International Ltd. and Solectron
Corporation have approved the completion of Flextronics's proposed
acquisition of Solectron.

Flextronics shareholders, at the Flextronics Annual General
Meeting, approved the issuance of Flextronics ordinary shares in
the acquisition of Solectron.

Solectron stockholders, at a special meeting of Solectron
stockholders, voted to adopt the Agreement and Plan of Merger,
dated as of June 4, 2007.

As reported in the Troubled Company Reporter on June 6, 2007,
Flextronics and Solectron have entered into a definitive agreement
for Flextronics to acquire Solectron, creating the diversified and
provider of advanced design and vertically integrated electronics
manufacturing services.
    
Under the terms of the definitive agreement, unanimously approved
by the boards of directors of both companies, shareholders of
Solectron will receive total consideration valued at approximately
$3.6 billion, based on the closing price of Flextronics ordinary
shares on June 1, 2007.

Subject to customary closing conditions, Flextronics expects to
complete its acquisition of Solectron on Oct. 1, 2007.

                  About Solectron Corporation

Based in Milpitas, California, Solectron Corporation (NYSE: SLR)
-- http://www.solectron.com/-- provides complete product   
lifecycle services.  The company offers collaborative design and
new product introduction, supply chain management, lean
manufacturing and aftermarket services such as product warranty
repair and end-of-life support to customers worldwide.  The
company works with the providers of networking, computing,
telecommunications, storage, consumer, automotive, industrial,
medical, self-service automation and aerospace and defense
products.  The company's Lean Six Sigma methodology provides OEMs
with quality, flexibility, innovation and cost benefits that
improve competitive advantage.  Solectron operates in more than 20
countries on five continents.

                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.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 21, 2007,
Moody's Investors Service assigned a provisional (P)Ba1 rating to
Flextronics International Ltd.'s proposed $2.5 billion unsecured
term loan that will be used to finance the cash consideration
portion of the pending acquisition of Solectron Corporation.  This
provisional rating assumes a corporate family rating of Ba1.


FOOT LOCKER: Weak Results Prompt Moody's to Cut Rating to Ba2
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Foot Locker
Inc, corporate family rating to Ba2, with a negative outlook.

The downgrade was prompted by the company's weak results of the
first six months of 2007, which were primarily driven by weakness
in the athletic retail market in North America, and resulted in a
deterioration of Foot Locker's credit metrics.  Both credit
metrics cited in Moody's credit opinion dated July 10, 2006, fell
below the level that prompt a downgrade.  It is Moody's opinion
that these weakened credit metrics are likely to be sustained over
at least the next twelve months.

The downgrade also reflects Moody's opinion that the company's
financial policies, previously considered predictable and
conservative, have become more aggressive as evidenced by the
company's announcement that it was evaluating strategic
alternatives and Foot Locker's failed hostile bid to purchase
Genesco, which demonstrated an appetite for debt funded
acquisitions.  This concludes the review for possible downgrade
that was initiated on April 20, 2007.

These ratings are downgraded:

   -- Corporate family rating to Ba2 from Ba1;

   -- Probability of default rating to Ba2 from Ba1'

   -- Senior unsecured notes to Ba2 (LGD4; 59%) from Ba1
      (LGD4; 60%).

The Ba2 corporate family rating reflects Foot Locker's weakened
credit metrics and its more aggressive financial policies.  In
the addition, the rating reflects the company's significant
business risk as a result of the company's narrow focus on
athletic footwear and apparel, which makes it highly susceptible
to changing fashion trends.  The company is also highly seasonal
with cash flow from operations generation being heavily reliant
on the fourth quarter holiday selling season. Balancing these
significant risks is the company's global diversification,
credible market position, and profitability that is in line with
its peer group average.

The rating outlook is negative reflecting the ongoing challenges
of the year ahead which Moody's expects will likely cause credit
metric to weaken further, as well as Moody's expectation that the
company will possibly violate its fourth quarter financial
covenants.

Foot Locker Inc. is a global, specialty retailer of athletic
footwear and apparel, and is the biggest athletic footwear and
apparel retailer in the United States.  It operates about 3,942
primarily mall-based stores in 20 countries in North America,
Europe and Asia Pacific, including Australia and New Zealand. Foot
Locker operates store formats under the brand names Foot Locker,
Lady Foot Locker, Kids Foot Locker, Footaction and Champs Sports.  
In addition, Foot Locker has a direct-to-customer business that
offers over 17,000 products through catalogs and the internet
under the Eastbay brand and Footlocker.com.  Revenues for LTM
period ending Aug. 7, 2007 were about $5.7 billion.


FORD MOTOR: Terra Firma Eyes Jaguar & Land Rover Brands
-------------------------------------------------------
Terra Firma Capital Partners Limited has joined the bid for Ford
Motor Company's Jaguar and Land Rover brands as Guy Hands, Terra's
head, requested Thursday for Ford's sale documents and started to
accomplish due diligence for the bid, the Financial Times reports,
citing people familiar with the matter.

Ford, according to the report, expects indicative bids this month.  
The car maker seeks to finalize the sale deal by December or early
next year.

As reported in the Troubled Company Reporter on Sept. 27, 2007,
Ford's British Marques still has four potential buyers left after
two Indian firms, Mahindra & Mahindra and Cerberus, quit the
buying race.  Citing Reuters, the TCR further names the four
remaining suitors as Ripplewood Holdings LLC, Tata Motors Limited,
TPG Capital L.P. also known as Texas Pacific Group, and One Equity
Partners, but these firms are yet to complete the due diligence.

                        About Terra Firma

Terra Firma -- http://www.terrafirma.com/-- is a London-based  
investment firm and has about 70 in-house investment
professionals.  Since 1994, Terra Firma has invested approximately
EUR11 billion, mainly in Europe.

                          About Ford Motor

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

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

                          *     *     *

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

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

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

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


FURNITURE BRANDS: Moody's Withdraws Ba3 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service withdrew the ratings of Furniture Brands
International Inc. for business reasons because they no longer
have any rated debt.

These ratings are withdrawn:

   -- Corporate family rating of Ba3;
   -- Probability of default rating of Ba3;
   -- $400 million guaranteed revolving credit facility;
   -- Speculative grade liquidity assessment - SGL 4

Based in St. Louis, Missouri, Furniture Brands manufactures and
sells case goods, stationary and upholstery products, and other
home furniture products.


G REIT: Board OKs $43.92 Mil. 3rd Special Liquidation Distribution
------------------------------------------------------------------
The board of directors of G REIT Inc. has approved a third special
liquidating distribution of approximately $43,920,000, or
approximately $1 per share of common stock, pursuant to the terms
of the plan of liquidation approved by its stockholders on
Feb. 27, 2006.  The third special liquidating distribution will be
paid on Nov. 9, 2007.
    
The payment of the third special liquidating distribution will
result in a total amount of $346,970,000, paid to date in special
liquidating distributions.  In addition, a total amount of
$31,594,000, has been paid to date to stockholders in monthly
liquidating distributions, for an aggregate amount of liquidating
distributions paid to date of $378,564,000.

Monthly liquidating distributions at the annual rate of
7.5% will continue to be paid and will now be computed on a
remaining balance of $2.10 per share, effective with the monthly
December 2007 liquidating distribution to be paid in January 2008.
    
Pursuant to a stockholder-approved plan of liquidation, G REIT
sold ten properties in 2006 and nine thus far in 2007.  Six G REIT
properties remain and are being marketed for sale.  

In G REIT's June 30, 2007, Quarterly Report on Form 10-Q,
management estimated a cumulative net liquidation value of
approximately $11.04 per share of common stock.  

Triple Net Properties, LLC, the advisor to G REIT, Inc., is a
wholly owned subsidiary of NNN Realty Advisors Inc.

                       About G REIT Inc.

Headquartered in Santa Ana, California, G REIT Inc. is operating
under the plan of liquidation.  On Dec. 19, 2005, the company's
board of directors approved a plan of liquidation which was
thereafter approved by its stockholders.  The company's plan of
liquidation contemplates the orderly sale of all its assets, the
payment of its liabilities and the winding up of operations and
the dissolution of the company.  The company has engaged Robert A.
Stanger & Co. Inc., or Stanger, to perform financial advisory
services in connection with its plan of liquidation, including
rendering opinions as to whether its net real estate liquidation
value range estimate and the company's estimated per share
distribution range are reasonable.  

As of June 30, 2007, net assets in liquidation amounted to
$151,719,000.


GAMESTOP CORP: Good Performance Cues S&P to Lift Rating to BB
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured debt ratings on Grapevine, Texas-based GameStop
Corp., a retailer of video game products and PC entertainment
software, to 'BB' from 'BB-'.

The rating change is based on the company's ongoing improved
performance, enhanced cash flow protection measures, and continued
debt reduction.  The latter reflects the imminent redemption of
the remaining $120 million of senior floating-rate notes.  The
outlook is stable.
      
"The outlook is stable," said Standard & Poor's credit analyst
David Kuntz, "as we expect the company to perform well as it
enters the holiday season."  S&P would consider a revision to
positive if the company continues its debt reduction while
maintaining its improved operating performance, which would
result in an enhanced credit profile.


GENERAL CABLE: Inks Agreement to Sell $415 Million of 1% Sr. Notes
------------------------------------------------------------------
General Cable Corporation has entered into an agreement to sell
$415 million in aggregate principal amount of its 1% Senior
Convertible Notes due 2012.  In addition, the company has granted
to the initial purchaser an option to purchase up to an additional
$60 million in principal amount of the Notes on the same terms and
conditions as those sold in this offering.

Interest on the Notes will be paid semiannually on October 15 and
April 15 at a rate of 1% per year.  The Notes will be convertible
into the company's common stock at a conversion rate of 11.9142
shares per $1,000 principal amount of Notes.

This conversion is equivalent to an initial conversion price of
approximately $83.93 per share.  This represents a 27.5% premium
to $65.83 per share, which was the reported sale price of the
company's common stock on the New York Stock Exchange on Sept. 26,
2007.

Prior to Oct. 15, 2012, holders may convert their Notes under
certain circumstances.  On and after Oct. 15, 2012, the notes will
be convertible at any time prior to the close of business on the
business day before the stated maturity date of the notes.

Upon conversion of a note, if the conversion value is $1,000 or
less, holders will receive an amount in cash in lieu of common
stock equal to the lesser of $1,000 or the conversion value of the
number of shares of common stock equal to the conversion rate.  If
the conversion value exceeds $1,000, in addition to this cash
payment, holders will receive, at the company's election, cash or
common stock or a combination of cash and common stock for the
excess amount.

The Notes will be general unsecured obligations of the company,
and will be guaranteed on an unsecured senior basis by certain of
the company's existing and future domestic subsidiaries.

The purpose of this offering is to fund a portion of the purchase
price for the acquisition of the wire and cable business of
Freeport-McMoRan Copper & Gold Inc. and related costs and, if such
acquisition is not consummated for any reason, for general
corporate purposes, which may include funding the potential
expansion of our business in the United States and into foreign
countries and the acquisition of other complementary businesses.

                     About General Cable

Based in Highland Heights, Kentucky, General Cable Corporation
(NYSE: BGC) -- http://www.generalcable.com/-- develops, designs,  
manufactures, markets and distributes copper,
aluminum and fiber optic wire and cable products for the energy,
industrial, and communications markets.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 28, 2007,
Moody's Investors Service assigned a rating of B1 to the
$400 million senior unsecured convertible notes of General Cable
Corporation.  Concurrently, Moody's confirmed all other ratings
for this issuer, concluding a review initiated on Sept. 12, 2007.   
Following this rating action, the rating outlook is stable.


GENERAL MOTORS: National Council Supports 2007 Tentative Pact
-------------------------------------------------------------
The UAW GM National Council -– made up of presidents and
bargaining chairs from more than 80 General Motors Corp.
facilities across the nation -– has voted to unanimously recommend
ratification of the 2007 tentative agreement with GM.

The Council met Friday for four hours to discuss the details of
the proposed agreement with the automaker.

After asking numerous questions of the United Auto Workers union
President Ron Gettelfinger, UAW Vice President Cal Rapson, and the
UAW GM National Negotiating Committee, the council came to one
conclusion: The proposed agreement forged after a two-day strike
by 73,000 UAW members is very much worth supporting.

“We’re very pleased to report that it was unanimously supported
and endorsed by our national council members,” Mr. Gettelfinger
said at a news conference after the meeting.

The proposed contract was explained further at regional leadership
meetings on Saturday and local union meetings and ratification
votes will follow beginning Sunday.  Ratification votes are
expected to conclude by Wednesday, Oct. 10, 2007.

The proposed contract came about Sept. 26, 2007, at 3:05 a.m.
after a marathon bargaining session while thousands of UAW GM
members showed their solidarity on the picket line.  Asked whether
a unanimous vote from the council was the goal of the meeting, Mr.
Gettelfinger, flanked by UAW Vice President Cal Rapson and the
rest of the UAW GM National Negotiating Committee, said what was
most important was explaining the critical details of the contract
language so that everyone understood it.

But, he added, the committee was gratified by the unanimous show
of support.

“We have to say we all feel pretty good since we did get it,” Mr.
Gettelfinger said.

Mr. Gettelfinger held off on the majority of the details of the
contract, preferring to allow UAW presidents and bargaining chairs
to explain it to the membership.  But, in response to media
questions about the new Voluntary Employee Beneficiary Association
fund that has been in the news so much, he said he wanted to
assure retirees that their health care was secure in the near and
long-term future.

“Health care is in a crisis in this country,” Mr. Gettelfinger
said.  “Our retirees will be protected under this VEBA.”

           GM Regularly Scheduled Production Resumes

As a result of the tentative agreement, all GM North America
manufacturing plants resumed regularly scheduled production
operations beginning second shift Wednesday, Sept. 26, 2007.

Production at the GM Powertrain Windsor Transmission plant in
Canada went down on Monday, Sept. 24, 2007, due to the strike in
the US.  The plant resumed production beginning first shift,
Thursday, Sept. 27, 2007.

                      About General Motors

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

                         *     *     *

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

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

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


GERDAU & AMERISTEEL: Moody's Holds Ba1 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service confirmed the Ba1 corporate family
ratings of Gerdau S.A. and Gerdau Ameristeel Corporation.  In
addition, Moody's confirmed the Ba1 corporate family rating of the
Brazilian operations of Gerdau (represented by Gerdau Acominas
S.A., Gerdau Acos Longos S.A., Gerdau Acos Especiais S.A., and
Gerdau Comercial de Acos S.A.).  The outlook for all ratings is
stable.

The ratings for Chaparral Steel Company were withdrawn as all its
rated debt will be retired.  These rating actions conclude the
respective reviews started on July 11, 2007 in relation to the
announcement that Ameristeel had signed a merger agreement to
acquire all of Chaparral's outstanding shares for some
$4.2 billion in cash.

Ratings confirmed are:

Issuer: Gerdau S.A.

   -- Ba1 Global Local Currency Corporate Family Rating

   -- $600 million Senior Unsecured Guaranteed Perpetual Notes:
      Ba1 Foreign Currency Rating

Issuer: Gerdau Brazil

   -- Ba1 Global Local Currency Corporate Family Rating

Issuer: Gerdau Ameristeel Corporation

   -- Ba1 Probability of Default Rating
   -- Ba1 Corporate Family Rating
   -- $405 million Senior Unsecured Regular Bond: Ba1, LGD4 59%

Issuer: Jacksonville Economic Development Comm.

   -- $23 million Senior Unsecured Revenue Bonds guaranteed by
      Gerdau Ameristeel: Ba1, LGD4 59%

Outlook for all ratings: stable

Chaparral's acquisition, which closed on Sept. 14, 2007, was
financed with the proceeds from a $2,750 million syndicated term
loan and a $1,150 million bridge loan (both not rated) issued by
GNA Partners, Delaware, and jointly and severally guaranteed by
Gerdau S.A., Gerdau Ameristeel Corp., and by the Brazilian
operating subsidiaries collectively known as Gerdau Brazil.  
Moody's expects the bridge loan to be replaced with long-term debt
shortly once market conditions are more favorable.

In spite of the significant amount of debt added to Gerdau's
consolidated balance sheet, overall credit metrics and liquidity
position pro forma for Chaparral remain supportive of its current
Ba1 rating.  Although Gross Debt to EBITDA will peak at about 2.4x
pro forma including twelve months of Chaparral operations, in line
with its history of prudent financial management and considering
the current up cycle of the industry, Moody's would expect a
gradual deleveraging of Gerdau's balance sheet over the near term.  
Gerdau's liquidity position remains solid based on the maintenance
of a hefty cash balance, its available committed liquidity
facilities, and ample access to export-related loans.  In spite of
the increased capex in 2007 and 2008 associated with the Acominas
plant expansion program, debt protection metrics are expected to
remain strong.

The acquisition of Chaparral expands the product portfolio of
Ameristeel with structural steel, and improves its operational
diversity and geographic coverage in North America, where it is
now the second largest long products producer.  Notwithstanding
the fact that Chaparral is by far the largest acquisition ever
made by Gerdau, associated integration risk is somewhat mitigated
by the experience of Gerdau with several acquisitions made in
North America over the past several years, including successful
negotiations with the local unions and operational improvements
that include the increased reliance on the scrap purchase model
employed in Brazil.  Ameristeel's operating costs are believed to
be competitive with other North American minimill-based long
products companies.

Moody's believes that Gerdau will continue to play an active role
in the ongoing consolidation of the global steel industry and
pursue opportunistic acquisitions.  While acquisitions made so far
have contributed to improved business profile of Gerdau, we note
that the event risk associated with the group's acquisitive
strategy is a constraining factor to the rating.

Cross default provisions under existing debt agreements provide
significant incentive for Gerdau to support its subsidiaries and
justify Moody's view of similar credit risk for the rated Group
entities.  The group's exposure to commodity products,
concentration of EBITDA generation in countries with erratic
demand for long steel, and the need for further of operational
efficiency in North America are also constraining factors to
Gerdau's ratings.

                        Rating Outlook

The stable outlook reflects Moody's view that Gerdau will maintain
prudent financial management and a comfortable liquidity position,
will continue to focus on the improvement of its cost structure,
as well as successfully integrate Chaparral into its North
American assets.

What Could Change the Rating - Up

A positive impact on the ratings could result from the successful
integration of Chaparral combined with a moderate decline in
leverage as measured by net debt (considering a minimum cash
equivalent position of $1.5 billion) to EBITDA below 1.8x on a
sustained basis simultaneously with the maintenance of strong
credit fundamentals that include efficient cost management and
adequate liquidity levels.

What Could Change the Rating - Down

The ratings could be under pressure if net debt (considering a
minimum cash equivalent position of $1.5 billion) / EBITDA grew
beyond 2.2x for an extended time period.  Also, a sharp
deterioration in the group's liquidity position or unsuccessful
acquisitions could have an adverse impact on the rating.  For the
rated unsecured bonds, a substantial increase in the level of
secured debt of the guarantors could lead to a downgrade of the
respective ratings.

Headquartered in Porto Alegre, Brazil, Gerdau S.A. is the largest
long steel producer in Brazil and the second largest in North
America, with total capacity of about 22.6 million tons per year
of crude steel and consolidated net revenues in excess of USD 15
billion in the trailing twelve months through June 30, 2007, pro
forma for Chaparral.  The group also has subsidiaries in Chile,
Uruguay, Argentina, Peru, Colombia, Mexico and Venezuela, in
addition to strategic partnerships in the US, Spain, India and
Dominican Republic.

Gerdau Ameristeel is the fourth largest North American steel
producer based on tons produced.  This position was solidified
with the acquisition of Chaparral Steel.  Pro forma for the
Chaparral acquisition, Ameirsteel will produce about 10 million
tons of steel from 19 minimills, operate 19 scrap recycling
operations, and conduct downstream steel fabricating operations at
54 facilities.  Ameristeel's pro forma sales for the12 months
ended June 30, 2007 were $6.6 billion.  Ameristeel is
headquartered in Tampa, Florida, and is 66% owned by Gerdau S.A..


GREENWICH CAPITAL: S&P Holds Low-B Ratings on 6 Class Certificates
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of commercial mortgage pass-through certificates from
Greenwich Capital Commercial Funding Corp.'s series 2004-GG1.  
Concurrently, S&P affirmed its ratings on 20 classes from the
same series.
     
The affirmation of S&P's ratings on the class OEA-B1 and OEA-B2
raked certificates follows S&P's analysis of the 111 Eighth Avenue
loan.
     
The raised and affirmed ratings on the pooled certificates reflect
credit enhancement levels that provide adequate support through
various stress scenarios.  The upgrades also reflect the
defeasance of the collateral securing 34% ($831.6 million) of the
pool.
     
As of the Sept. 12, 2007, remittance report, the trust collateral
consisted of 124 mortgage loans with an aggregate principal
balance of $2.43 billion, down from 125 loans totaling $2.60
billion at issuance.  The master servicer, Wachovia Bank N.A.,
reported financial information for 100% of the nondefeased loans
in the pool.  Ninety-eight percent of the servicer-reported
information was full-year 2006 data.  Based on this information,
Standard & Poor's calculated a weighted average debt service
coverage of 1.75x, up from 1.65x at issuance. All of the loans in
the pool are current, and none are with the special servicer.  The
trust has experienced no losses to date.
     
The top 10 exposures secured by real estate have an outstanding
principal balance of $729.5 million (31%) and a weighted average
DSC of 1.94x, compared with 1.91x at issuance.  Standard & Poor's
reviewed the property inspection reports provided by Wachovia for
the assets underlying the top 10 exposures, and all were reported
to be in "good" condition.
     
Five of the top 10 exposures and two additional exposures
exhibited credit characteristics consistent with those of
investment-grade obligations at issuance and continue to do so.  
Details of these exposures are:

     -- The largest exposure in the pool, 111 Eighth Avenue,
        has a trust balance of $146.9 million (7%) and a whole-
        loan balance of $491.2 million.  The whole loan
        consists of a $442.1 million A note, which was split
        into four pari passu pieces, and one $49.1 million B
        note, which was split into two pari passu pieces.  One
        of the subordinate B note pieces, totaling
        $24.6 million, secures the OEA-B1 and OEA-B2 nonpooled
        certificates.  The cash flow of the raked certificates
        is derived from the junior participation interest
        secured by the property.  The whole loan is secured by
        the fee interest in a 2.9 million-sq.-ft. office
        property in Manhattan.  As of year-end 2006, DSC was
        2.07x and occupancy was 99%. Standard & Poor's adjusted
        net cash flow is comparable to its level at issuance.

     -- The third-largest exposure in the pool, Southland  
        Mall, has a trust balance of $84.1 million (3%).  The       
        loan is secured by 1 million sq. ft. of a 1.3 million-
        sq.-ft. enclosed regional mall in Hayward, California.  
        Reported DSC was 2.64x as of year-end 2006, and
        occupancy was 93% as of June 2007, compared with a DSC
        of 2.39x and 91% occupancy at issuance. Standard &
        Poor's underwritten NCF has increased 19% since
        issuance.  

     -- The fourth-largest exposure in the pool, Deerbrook Mall
        ($77.4 million, 3%), is secured by 461,300 sq. ft. of a
        1.2 million-sq.-ft. enclosed super-regional mall in
        Humble, Texas.  DSC was 2.36x as of year-end 2006 and
        occupancy was 99% as of June 2007, compared with a DSC
        of 2.07x and 94% occupancy at issuance.  Standard &
        Poor's NCF is comparable to its level at issuance.  

     -- The seventh-largest exposure in the pool, Water Tower
        Place, has an A note with a whole-loan balance of
        $176.5 million. The note is split into six pari passu
        pieces, $53.1 million of which makes up 2% of the trust
        balance.  The note is secured by 821,740 sq. ft. of a
        3.1 million-sq.-ft. retail/office complex, which
        consists of 727,900 sq. ft. of retail space, 93,840 sq.
        ft. of office space, and a 699-space parking facility
        in Chicago, Illinois.  DSC was 1.91x as of year-end
        2006, compared with 1.99x at issuance. Occupancy has
        declined to 75% as of June 2007, compared with 96% at
        issuance.  Standard & Poor's underwritten NCF has
        decreased 9% since issuance primarily due to higher
        operating expenses.

     -- The ninth-largest exposure in the pool, DDR portfolio,
        is secured by 10 anchored retail centers, totaling
        2.9 million sq. ft. and located in eight states.  The
        properties are encumbered by three pari passu A notes
        totaling $134.4 million, of which $44.8 million (2%)
        serves as collateral.  Combined DSC was 2.27x as of
        year-end 2006, and occupancy was 90% as of June 2007,
        compared with a DSC of 2.20x and 93% occupancy at
        issuance.  Standard & Poor's adjusted NCF is comparable
        to its level at issuance.

     -- The 222 East 41st Street exposure ($10 million) is
        secured by a fee interest on a ground lease totaling
        19,700 sq. ft. of gross land area, which was improved
        upon by a class A, 25-story, 371,800-sq.-ft. office
        building in Manhattan.  Reported year-end 2006 DSC was
        1.74x, compared with 1.98x at issuance.  Standard &
        Poor's adjusted NCF has been stable since issuance.

     -- The 700 Lexington Avenue exposure ($3 million) is
        secured by a fee interest on a ground lease totaling
        26,760 sq. ft. of gross land area in Manhattan.  
        Reported year-end 2006 DSC was 4.24x, the same as at
        issuance, while Standard & Poor's adjusted NCF has also
        been stable since issuance.  The loan was placed on the
        watchlist due to ground lease default and real estate
        tax delinquency.  According to the master servicer, the
        defects have been cured.   
     
The master servicer reported 21 loans totaling $168.7 million (7%)
on its watchlist.  The largest loan on the watchlist, Rechler
Industrial Portfolio III ($24.5 million, 1%), is secured by 15
industrial/warehouse properties totaling 655,200 sq. ft. in
Suffolk County, N.Y.  The loan appears on the watchlist because
the inspection reports for several of the properties noted
deferred maintenance items, such as exposed electrical wiring on
the roof, cracked pavement, and leakage.  

The master servicer is waiting for a response from the
borrower regarding the deferred maintenance items.  Reported
combined year-end 2006 DSC was 1.76x and occupancy was 100%,
compared with a DSC of 1.77x and 95% occupancy at issuance.   
     
The second-largest loan on the watchlist, Price Self-Storage-
Pacific Beach/Walnut Creek ($22.6 million, 1%), is secured by two
self-storage facilities totaling 242,500 sq. ft. in San Diego and
Contra Costa, California.  The loan is on the watchlist because
Wachovia force-placed insurance on the properties due to
inadequate coverage.  The borrower has since provided proof of
insurance to Wachovia.  Reported combined DSC was 1.69x as of
year-end 2006, and occupancy was 91% as of April 2007, compared
with 1.36x DSC and 87% occupancy at issuance.
     
The remaining loans on the watchlist have low DSCs, low
occupancies, inadequate insurance coverage, and/or upcoming lease
expirations.
     
Standard & Poor's stressed various assets securing the loans in
the mortgage pool as part of its analysis, including those on the
watchlist or otherwise considered credit impaired.  The resultant
credit enhancement levels adequately support the raised and
affirmed ratings.

                         Ratings Raised
   
           Greenwich Capital Commercial Funding Corp.
         Commercial mortgage pass-through certificates
                         series 2004-GG1

                    Rating
                    ------
        Class     To        From      Credit enhancement
        ------    --        ----      ------------------
        B         AA+       AA              12.71%
        C         AA        AA-             11.64%
        D         A+        A                9.50%


                        Ratings Affirmed
    
           Greenwich Capital Commercial Funding Corp.
         Commercial mortgage pass-through certificates
                         series 2004-GG1

             Class     Rating    Credit enhancement
             -----     ------    ------------------
             A-2       AAA             15.25%
             A-3       AAA             15.25%
             A-4       AAA             15.25%
             A-5       AAA             15.25%
             A-6       AAA             15.25%
             A-7       AAA             15.25%
             E         A-               8.16%
             F         BBB+             6.82%
             G         BBB              5.75%
             H         BBB-             4.15%
             J         BB+              3.88%
             K         BB               3.34%
             L         BB-              2.81%
             M         B+               2.41%
             N         B                2.01%
             O         B-               1.74%
             XP        AAA               N/A
             XC        AAA               N/A
             OEA-B1    BBB-              N/A
             OEA-B2    BB+               N/A

                    N/A - Not applicable.


HARMAN INTERNATIONAL: Earns $313.9 Million for Year Ended June 30
-----------------------------------------------------------------
Harman International Industries Inc. reported financial results
for the year ended June 30, 2007.

The company posted a $313,963,000 net income on $3,551,144,000 of
net sales for the year ended June 30, 2007, as compared with a
$255,295,000 net income on $3,247,897,000 of net sales in the
prior year.

Fiscal 2007 net sales were $3.551 billion, an increase of 9%
compared to the prior year.  The effects of foreign currency
translation contributed approximately $144 million to the net
sales increase compared to last year.  Exclusive of foreign
currency, net sales were 5% higher than the prior year.

Fiscal 2007 operating income was $386.4 million, or 10.9% of net
sales, a decrease of 1.3 percentage points compared to the prior
year.  

At June 30, 2007, the company's balance sheet showed
$2,508,868,000 in total assets and $1,014,827,000 in total
liabilities, resulting in a $1,494,041,000 stockholders' equity.

Gross profit margin decreased 1.4 percentage points in fiscal 2007
to 34.1% when compared to the prior year.  The decline was
primarily due to competition in the consumer multimedia market.

A full-text copy of the company's June 30, 2007 annual report is
available for free at http://ResearchArchives.com/t/s?23d2

Headquartered in Washington, D.C., Harman International Industries
Inc. (NYSE: HAR) -- http://www.harman.com/-- makes audio systems  
through auto manufacturers, including DaimlerChrysler,
Toyota/Lexus, and General Motors.  Also the company makes audio
equipment, like studio monitors, amplifiers, microphones, and
mixing consoles for recording studios, cinemas, touring
performers, and others.

                          *     *     *

Standard & Poor's Ratings Services, on April 2007, lowered the
company's corporate credit rating to BB- and placed it under
CreditWatch with negative implications.


HD SUPPLY: Moody's Places Corporate Family Rating at B2
-------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating
to HD Supply Inc.  Moody's also assigned a Ba2 rating to the
company's $2.1 billion asset based revolver, Ba3 to HD Supply's
$300 million sr. secured revolver, Baa1 to the company's
$1 billion guaranteed sr. secured term loan, B3 to the company's
$2.5 billion sr. unsecured notes, and Caa1 to the company's
$1.3 billion sr. subordinated PIK notes.  A speculative grade
liquidity rating of SGL-2 was also assigned.  The ratings outlook
is stable.

These ratings/assessments have been assigned to HD Supply Inc:

   -- Corporate family rating, assigned B2;

   -- Probability of default rating, assigned B2;

   -- $2.1 billion Asset Based Revolver due 2012, assigned Ba2
      (LGD2, 19%);

   -- $300 million Gtd. Sr. Sec. Revolver due 2013, assigned
      Ba3 (LGD2, 24%);

   -- $1 billion Gtd. Sr. Sec. Term Loan B due 2012, assigned
      Baa1;

   -- $2.5 billion Sr. unsecured notes due 2014, assigned B3
      (LGD4, 64%);

   -- $1.3 billion Sr. subordinated PIK notes due 2015,
      assigned Caa1 (LGD6, 91%);

   -- Speculative grade liquidity rating, assigned SGL-2.

HD Supply's B2 corporate family rating considers low anticipated
free cash flow generation and high leverage, as well as the
significant impact of the residential homebuilding slowdown on the
business.  The ratings also consider HD Supply's strong market
position, scale, and multi product portfolio.  The Baa1 rating on
the company's $1 billion term loan reflects the guarantee by The
Home Depot Inc.

The ratings outlook is stable.  As long as residential
construction remains under pressure, the company will have to rely
on various other businesses to provide operational support.  
Repair of public waterworks should be among the businesses that
provide a base from which the company can build.  Facilities
maintenance for REITs and apartments (multifamily) should be more
stable during the downturn that the new residential construction
market is experiencing.

A reduction in local government spending on water and wastewater
infrastructure, possibly due to budgetary pressure coming from the
homebuilding slowdown could pressure the rating and/or outlook.  
Additional weakness in the residential construction market that
results in lower cash flow generation and weaker than expected
free cash flow generation would also pressure the rating and/or
outlook.  The company's ability to generate positive cash flow is
deemed to be important given the company's high leverage.  The
ratings and/or outlook would be pressured if projected leverage
were to exceed 7.5 times or if cash interest coverage was
projected to be less than 1 times.

Deleveraging to under 4 times on a sustainable basis, combined
with stability/growth in the company's end markets, particularly
residential given the current environment, could help the rating
and/or outlook.  Asset sales that result in meaningfully lower
debt balances and greater stability in the company's operating
margin would also be beneficial to the company's rating and/or
outlook.

HD Supply Inc. is one of the nation's largest diversified
wholesale distributors of construction, infrastructure,
maintenance and repair & remodel related products.  The company
distributes products to professional customers such as
contractors, home builders, maintenance professionals, government
entities, and industrial businesses.  HD Supply operates through
about 1,000 branches located in 44 U.S. states and 9 Canadian
provinces.  HD Supply Inc. was purchased by the Carlyle Group,
Bain Capital, and Clayton, Dubilier & Rice in August 2007 for
$8.5 billion (excluding fees and expenses).  The Home Depot Inc.
has retained a minority ownership interest in HD Supply, Inc.


HM RIVERGROUP: S&P Retains Positive CreditWatch on Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services ratings on HM Rivergroup PLC
and its subsidiary, Riverdeep Interactive Learning USA Inc. remain
on CreditWatch, where they were placed with positive implications
on July 18, 2007, based on HM Rivergroup's agreement to acquire
the Harcourt educational publishing business from Reed Elsevier
PLC for $3.7 billion in cash and $300 million in common stock.  

Standard & Poor's still believes the transaction has a chance at
an upgrade by one notch, to 'B', depending on key issues of the
corporate credit rating.   Total debt and preferred stock at June
30, 2007, totaled roughly $3.9 billion.
      
"In completing the CreditWatch review," said Standard & Poor's
credit analyst Hal F. Diamond, "we will review the operating
performance of both firms in the key third quarter, the business
and financial strategies of the combined entity, and potential
asset sales that are either required by the DOJ or may be
determined to be nonstrategic, among other factors."


HOVNANIAN ENT: Posts $80.5 Million Net Loss in Qtr. Ended July 31
-----------------------------------------------------------------
Hovnanian Enterprises Inc. reported a net loss of $80.5 million,
after tax, for the third quarter ended July 31, 2007, compared
with net income of $74.4 million for the same period ended
July 31, 2006.

For the three-month period ended July 31, 2007, revenues declined
27.1% to $1.13 billion, from $1.55 billion in the year earlier
period.

During the fiscal 2007 third quarter, the company incurred
$108.6 million of pretax charges related to land impairments and
write-offs of predevelopment costs and land deposits.

Homebuilding gross margin, before interest expense included in
cost of sales, was 15.9% for the third quarter of fiscal 2007,
compared with 23.4% in the prior year's third quarter.  The
company's pretax income from Financial Services in the third
quarter of fiscal 2007 declined 19.3% over the same period in
2006, to $6.1 million.

Excluding unconsolidated joint ventures, the company delivered
3,179 homes with an aggregate sales value of $1.1 billion in the
third quarter, down 31.2% from 4,623 home deliveries with an
aggregate sales value of $1.5 billion in the third quarter of
fiscal 2006.  During the third quarter of fiscal 2007, the company
delivered 329 homes through unconsolidated joint ventures,
compared with 498 homes in last year's third quarter.

The company reported a net loss of $168.5 million for the first
nine months of 2007, compared to net income of $256.8 million, in
the same period a year ago.  For the nine-month period ended July
31, 2007, revenues declined 22.6% to $3.41 billion, from
$4.40 billion in the year earlier period.

For the nine-month period, the company incurred a total of
$184.4 million of pretax charges related to land impairments and
write-offs of predevelopment costs and land deposits, and
$55.1 million of charges related to the impairment of intangibles.

The company had 449 active selling communities on July 31, 2007,
excluding unconsolidated joint ventures, compared with 436 active
communities at the end of the same period last year.  

At July 31, 2007, the company's consolidated balance sheet showed
$5.36 billion in total assets, $3.49 billion in total liabilities,
$81.7 million in minority interest from inventory not owned,
$1.4 million in minority interest from consolidated joint
ventures, and $1.78 billion in total stockholders' equity.

                     Comments From Management

"Conditions in most of our markets remain challenging," commented
Ara K. Hovnanian, president and chief executive officer of the
company.  "Credit tightening in the mortgage market has reduced
the number of qualified home buyers, existing home inventory
levels remain persistently high in many of our markets and buyer
psychology has been negatively impacted by a steady stream of news
related to falling housing prices, foreclosure rates, and mortgage
availability.  In light of these negative influences, our sales
pace fell further in many of our communities, and we reacted by
offering further price concessions and incentives.  This created
additional downward pressure on profit margins and led to
additional land-related charges in the quarter."

"Overall negative sentiment toward the purchase of a new home
continues to weigh on our net contract results," Mr. Hovnanian
said.  "Since the end of our third quarter, the tightening of
lending standards in the mortgage market has extended beyond the
sub prime market and is now impacting jumbo mortgages and further
tightening of Alt-A loan underwriting standards.  This is leading
to a further reduction in the universe of qualified buyers for our
homes.  However, our mortgage operation continues to close a
significant volume of mortgages on a daily basis for our
homebuyers, and these loans are continuing to be placed with our
regular base of investors, which are some of the world's largest
financial institutions."

"We are extremely focused on strengthening our balance sheet
during this challenging business environment," said J. Larry
Sorsby, executive vice president and chief financial officer.  "We
have already discharged our 10-1/2% notes that mature in October
by putting the cash required to retire the bonds in escrow with
the Trustee of the bonds.  Unless market conditions deteriorate
further, we project adequate room to operate under our debt
covenants and thus we are not currently making any requests for
modifications to our $1.5 billion unsecured revolving credit
facility," Mr. Sorsby stated.

Full-text copies of the company's consolidated financial
statements for the quarter ended July 31, 2007, are available for
free at http://researcharchives.com/t/s?23ce

                   About Hovnanian Enterprises

Headquartered in Red Bank, New Jersey, Hovnanian Enterprises Inc.
(NYSE: HOV) -- http://www.khov.com/-- is a homebuilder with  
operations in Arizona, California, Delaware, Florida, Georgia,
Illinois, Kentucky, Maryland, Michigan, Minnesota, New Jersey, New
York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas,
Virginia and West Virginia.  The company’s homes are marketed and
sold under the trade names K. Hovnanian Homes, Matzel & Mumford,
Forecast Homes, Parkside Homes, Brighton Homes, Parkwood Builders,
Windward Homes, Cambridge Homes, Town & Country Homes, Oster
Homes, First Home Builders of Florida and CraftBuilt Homes.  

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 30, 2007,
Fitch Ratings downgraded Hovnanian Enterprises Inc.'s ratings
including the company's Issuer Default Rating to BB- from BB+.
The Rating Outlook remains Negative.


INTERFACE INC: Completes Redemption of 7.3% Senior Notes
--------------------------------------------------------
Interface Inc. has completed the redemption of all of its
outstanding 7.3% Senior Notes.  The Notes, which originally were
scheduled to mature on April 1, 2008, were redeemed at a price of
101.352% of par value, plus accrued interest.  The aggregate
principal amount of the Notes redeemed was $72 million.

As reported in the Troubled Company Reporter on Aug. 20, 2007,
Interface Inc. will redeem all of its outstanding 7.3% Senior
Notes.  

As provided in the Notes, the redemption price will be an amount
equal to the sum of the discounted present values of the remaining
scheduled payments under the Notes, plus accrued interest.

Headquartered in Atlanta, Georgia, Interface Inc. (NASDAQ: IFSIA)
-- http://www.interfaceinc.com/-- is a manufacturer of modular  
carpet under the Interface, InterfaceFLOR, Heuga, Bentley and
Prince Street brands, Bentley Mills and Prince Street brands.  The
company is a also a producer of interior fabrics and upholstery
products, which it markets under the Guilford of Maine and Chatham
brands, and provides specialized fabric services through its
TekSolutions business.
    
                         *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2007,
Standard & Poor's Ratings Services raised Interface Inc.'s   
corporate credit rating to 'B+' from 'B', and the ratings were
removed from CreditWatch, where they placed with positive
implications on June 22, 2007.  The outlook is stable.


INTERSTATE BAKERIES: Reaches Agreement with BCTGM Union on CBA
--------------------------------------------------------------
Interstate Bakeries Corp. has reached agreement on contract
modifications with the Bakery, Confectionary, Tobacco Workers and
Grain Millers International Union.

It is the company's understanding that ratification votes began as
early as Sept. 28 by the BCTGM membership.

"We appreciate the responsiveness, hard work and professionalism
that the BCTGM's leadership has demonstrated throughout this
difficult process," Craig Jung, CEO, said.  "Their commitment to
our company and its employees is to be applauded.

"Our goal from the outset has been to return IBC to profitability
through initiatives that lower costs and sustain competitive
advantage.  I believe these modifications take us a long way
toward that goal."

"IBC still holds out hope that we can reach agreement with the
Teamsters, but time is running out," Mr. Jung said.  "We are
committed to working 24 hours a day to reach an agreement that is
mutually acceptable to our company and the Teamsters.

IBC has said that if agreements regarding modifications to the
collective bargaining agreements with the company's two principal
labor unions, the BCTGM and the International Brotherhood of
Teamsters, are not reached by Sept. 30, 2007, then it would seek
approval of the Bankruptcy Court to extend the exclusive periods
within which to file and solicit acceptances of a plan of
reorganization for thirty (30) days from the existing deadlines of
Oct. 5, 2007 and Jan. 5, 2008, respectively, in order for the
company to have an opportunity to formulate a rational strategy
for maximizing value of the bankruptcy estates, including a sale
of the Company and/or its assets in its entirety or in a series of
transactions.  The Bankruptcy Court motion on the extension of the
exclusive periods will be heard Oct. 3, 2007.

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 expires on Oct. 5, 2007.


JONES APPAREL: Negative Trends Cue Moody's to Downgrade Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded its ratings on Jones Apparel
Group Inc.'s senior unsecured notes to Ba1 from Baa3. At the same
time, Moody's assigned a Ba1 Corporate Family Rating and a Ba1
Probability of Default Rating to Jones.  The rating outlook is
negative.  Moody's rating action concludes the review for possible
downgrade which commenced in June, 2007.

"The ratings downgrade reflects the persistent negative trends in
Jones' wholesale and retail businesses and expectations these
businesses will remain challenged due to continued pressures in
the market for wholesale apparel distributors", said Scott Tuhy,
Vice President and Senior Analyst.  The rating action also takes
into consideration the sale of Barneys, which was sold in
September, 2007 which resulted in the loss of a business with
growth opportunities and offset weaker performance in the
company's wholesale businesses.

"Taking into consideration the reduction in short term debt with
proceeds from the sale of Barneys, key credit metrics are expected
to remain relatively stable on a pro forma basis, however, Barneys
provided the company with additional diversification in a growing
market segment and as a result of the sale, Jones' business risk
has increased", Mr. Tuhy added.

The rating for the senior unsecured notes reflects the overall
probability of default of the company, to which Moody's assigns a
PDR of Ba1, and a loss given default of LGD 4 which is reflective
of the company's capital structure which does not include a
significant level of priority claims nor a significant level of
junior ranking capital that would provide support to unsecured
creditors.

Ratings assigned:

   -- Corporate Family Rating at Ba1;
   -- Probability of Default rating at Ba1;
   -- Speculative Grade Liquidity Rating -- SGL 2

Ratings downgraded/assessments assigned:

   -- $250 million senior unsecured notes due 2009 -- to Ba1
      (LGD 4 -- 53%) from Baa3

   -- $250 million senior unsecured notes due 2014 -- to Ba1
      (LGD 4 -- 53%) from Baa3

   -- $250 million senior unsecured notes due 2034 -- to Ba1
      (LGD 4 -- 53%) from Baa3

Jones Apparel Group Inc., headquartered in Bristol, PA, is a
leading designer, marketer and wholesaler of branded apparel,
footwear, and accessories.  Jones also markets directly to
consumers through various mall-based specialty retail stores and
outlet stores.  The company owns a number of national recognized
brands including Jones New York, Anne Klein, Nine West, Gloria
Vanderbilt, and l.e.i.


JP MORGAN: Fitch Rates $1.69 Million Class B-5 Certs. at B
----------------------------------------------------------
Fitch Ratings assigned J.P. Morgan Mortgage Trust mortgage pass-
through certificates, series 2007-A5 as:

  -- $1.09 billion class 1-A-1, 1-A-1M, 1-A-1S, 1-A-2, 2-A-1,
     2-A-2, 2-A-X, 3-A-1, 3-A-2, 3-A-X, 4-A-1, 4-A-1M, 4-A-1S,
     4-A-2, A-R, and P 'AAA';

  -- $15.20 million class B-1 'AA';

  -- $7.32 million class B-2 'A';

  -- $3.94 million class B-3 'BBB';

  -- $4.50 million class B-4 'BB';

  -- $1.69 million class B-5 'B'.

The 'AAA' rating on the senior classes reflects the 3.25% credit
enhancement provided by the 1.35 % class B-1, the 0.65% class B-2,
the 0.35% class B-3, the 0.40% non-offered class B-4, the 0.15%
non-offered class B-5 and the 0.35% non-offered and non-rated
class B-6 certificates.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, and the strength of the legal and financial
structures.

This transaction contains certain classes designated as
exchangeable certificates and others as regular certificates.  
The Class 1-A-1M, 1-A-1S, 4-A-1M, and 4-A-1S certificates are
exchangeable certificates.  The remainder of the classes are
regular certificates.

The holders of the REMIC Certificates may exchange all or part of
each class of such REMIC Certificates for a proportionate interest
in the Exchangeable Certificates in the related Exchangeable
Combination.  The holders of each class of Exchangeable
Certificates in an Exchangeable Combination may also exchange all
or part of such class for a proportionate interest in the class or
classes of related REMIC Certificates.  This process may occur
repeatedly.

The classes of REMIC certificates and of Exchangeable certificates
that are outstanding on any date and the outstanding principal
balances of these classes will depend upon the aggregate
distributions of principal made to such classes, as well as any
exchanges that have occurred on or prior to such date.

The aggregate Class Principal Amount of the REMIC Certificates
will be deemed to include the Class Principal Amount of the
related Exchangeable certificates issued in the exchange and the
Class Principal Amount of such Exchangeable certificates will be
deemed to be zero.

REMIC certificates and the related Exchangeable Certificates in
the related Exchangeable Combination may be exchanged only in the
specified proportion that the original principal balances of such
certificates bear to one another.

Holders of Exchangeable certificates will be the beneficial owners
of an interest in the related class or classes of REMIC
Certificates and will receive a proportionate share, in the
aggregate, of the distributions on those certificates.

With respect to any Distribution Date, the aggregate amount of
principal and interest distributable to the Exchangeable Classes
in an Exchangeable Combination and the related REMIC Certificates
then outstanding on such Distribution Date will be equal to the
aggregate amount of principal and interest otherwise distributable
to the related REMIC certificates on such Distribution Date if no
Exchangeable certificates were then outstanding.

The trust consists of mortgage loans with a total principal
balance of approximately $1,126,021,226.  The mortgage loans
consist of adjustable rate, conventional, fully amortizing, first
lien residential mortgage loans, substantially all of which have
an original term to stated maturity of 30 years.

The weighted average loan-to-value ratio at origination of the
mortgage loans is approximately 70.11%, and no mortgage loan had a
loan-to-value ratio at origination exceeding 100%.  The weighted
average credit score of the mortgage loans in the Aggregate Pool
is expected to be approximately 752.

U.S. Bank National Association will serve as master servicer.  
HSBC Bank, USA will serve as trustee.  JPMorgan Chase Bank, N.A.
will service 64.25% of the mortgage loans and PHH Mortgage
Corporation will act as a servicer for approximately 33.40% of
the mortgage loans. No other servicer will service more than 10%
of the loans.  J.P. Morgan Acceptance Corporation I, a special
purpose corporation, deposited the loans in the trust which issued
the certificates.  For federal income tax purposes, the trustee
will elect to treat all or portion of the assets of the trust
funds as comprising multiple real estate mortgage investment
conduits.


KB HOME: Posts $35.6 Million Net Loss in Quarter Ended Aug. 31
--------------------------------------------------------------
KB Home reported Thursday financial results for its third quarter
ended Aug. 31, 2007.  KB Home posted a net loss of $35.6 million
in the 2007 third quarter, including the discontinued operations
of its French subsidiary, Kaufman & Broad SA, compared to net
income of $153.2 million in the year-earlier period.  

The sale of the company's entire 49% equity interest in Kaufman &
Broad SA generated total gross proceeds of $807.2 million and an
after-tax gain of $438.1 million.

For the three months ended Aug. 31, 2007, the company reported a
loss from continuing operations, net of an income tax benefit, of
$478.6 million due largely to pretax non-cash charges of
$690.1 million related to inventory and joint venture impairments
and the abandonment of land option contracts, and $107.9 million
related to goodwill impairment.

At Aug. 31, 2007, the company's consolidated balance sheet showed
$6.59 billion in total assets, $3.93 billion in total liabilities,
and $2.66 billion in total stockholders' equity.

In the third quarter of 2006, the company's continuing operations
generated after-tax income of $129.3 million.  The French
discontinued operations contributed third quarter after-tax income
of $443.0 million in 2007, including the gain realized on the sale
of the operations, compared to $23.9 million in the third quarter
of 2006.

Revenues totaled $1.54 billion for the quarter ended Aug. 31,
2007, down 32% from $2.28 billion for the third quarter of 2006
due to lower housing revenues.  Third quarter housing revenues of
$1.53 billion were 33% lower than the year-earlier period,
reflecting a 28% decrease in unit deliveries to 5,699 from 7,893
and a 7% decrease in the average selling price to $267,700 from
$288,000.  Land sale revenues totaled $14.7 million in the third
quarter of 2007 compared to $6.6 million in the third quarter of
2006.

"Our third quarter results reflect the seriously challenging
market conditions that prevail for homebuilders across most of the
nation," said Jeffrey Mezger, president and chief executive
officer.

"The oversupply of unsold new and resale homes and downward
pressure on new home values has worsened in many of our markets as
tighter lending standards, low affordability and greater buyer
caution suppress demand, while higher foreclosure activity
combined with heightened builder and investor efforts to monetize
their real estate investments boost supply," Mr. Mezger said.  
"The negative impact of these conditions on our selling prices and
gross margins prompted us to take substantial write-downs of
inventory and goodwill in the third quarter.  At this time, we see
no signs that the housing market is stabilizing and believe it
will be some time before a recovery begins."

                          About KB Home

Headquartered in Los Angeles, California, KB Home (NYSE: KBH) --
http://www.kbhome.com/-- is an American homebuilder.  The
company        
has operating divisions in 15 states, building communities from
coast to coast.  

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 30, 2007,
Fitch Ratings affirmed KB Home's 'BB+' Issuer Default Rating.
Fitch also revised KB Home's Rating Outlook to Negative from
Stable.


KEVIN ALBRECHT: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Kevin G. Albrecht
        15 Shurts Road
        Flemington, NJ 08822

Bankruptcy Case No.: 07-23912

Type of business: The Debtor is engaged in the real estate
                  business.

Chapter 11 Petition Date: September 27, 2007

Court: District of New Jersey (Trenton)

Debtor's Counsel: Carol L. Knowlton, Esq.
                  Teich Groh
                  691 State Highway 33
                  Trenton, NJ 08619
                  Tel: (609) 890-1500

Total Assets: $2,261,405

Total Debts:  $1,674,176

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Internal Revenue Service       Income Tax                $135,000
Attention: Special Procedures
955 South Springfield Avenue
P.O. Box 724, Building A,
3rd Floor
Springfield, NJ 07081

Nissan Infiniti L.T.           2005 Infiniti Q45          $42,701
P.O. Box 371447                Auto Lease -
Pittsburgh, PA 15250-7447      Surrendered

C.I.T.I.                       Credit Card                $20,570
P.O. Box 6241
Sioux Falls, SD 57117

Jon Tush                       Loan                       $20,000

Drive Financial                2006 Chevrolet             $18,194
                               Equinox; value of
                               security: $18,000

Bank of America                Credit Card                 16,010

Darren R. Seppelt &                                        $9,224
Antoinette Seppelt

Chase Bank U.S.A.              Credit Card                 $8,908

Cohn, Bracaglia & Gropper,     Legal Fees                  $6,322
P.C.

Wilson Check Cashing           Judgment                    $4,550

Capital One                    Credit Card                 $4,282

Norris, McLaughlin & Marcus    Legal Fees                  $3,418

Amper, Politziner & Mattia,    Accounting                  $2,834
P.C.                           Services

P.S.E.&G. Co.                  Utility Bill                $2,188

Patrick J. Cerillo, L.L.C.     Legal Fees                  $2,000

Bell Quiania                   Judgment                      $927

Melissa Grege Schiffman, Esq.  Attorney Fees                 $632

Clark's Landing Marina                                       $211


LA JUAN: Case Summary & Nine Largest Unsecured Creditors
--------------------------------------------------------
Debtor: La Juan Shauntae Poole
        13602 Tree Leaf Court
        Upper Marlboro, MD 20774

Bankruptcy Case No.: 07-19354

Chapter 11 Petition Date: September 26, 2007

Court: District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: James C. Olson, Esq.
                  10451 Mill Run Circle, Suite 400
                  Owings Mills, MD 21117
                  Tel: (410) 356-8852
                  Fax: (410) 356-8804

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Nine Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
Navy Federal Credit Union                                 $21,544
One Security Place
Merryfield, VA 22116

R.&E. Iron Works, Inc.                                    $14,000
4306 Pennwood Road
Brentwood, MD 20722

Associates/Citibank                                        $9,011
P.O. Box 6003
Hagerstown, MD 21742

Bank Of America                                            $8,657
Wilmington, VA

Discover Financial Services                                $4,634

Bank Of America                                            $1,294
Norfolk, VA

Rustic Ridge Homeowners                                    $1,172
Association, Inc.

Ridgemore Utility, L.L.C.                                    $818

N.C.O. Financial Systems                                     $600


LIEM LE: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: Liem Hieu Le
        Lan Huynh Do
        aka Liem Hieu Le & Lan Huynh Do Trust
        713 Caskey Street
        Bay Point, CA 94565

Bankruptcy Case No.: 07-43151

Chapter 11 Petition Date: September 27, 2007

Court: Northern District of California (Oakland)

Debtor's Counsel: Peter C. Pappas, Esq.
                  Law Offices of Peter C. Pappas
                  2400 Sycamore Drive, Suite 40
                  Antioch, CA 94509
                  Tel: (925) 754-0772

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.


LKQ CORP: S&P Places Corporate Credit Rating at BB-
---------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Chicago-based replacement auto parts distributor
LKQ Corp., which is acquiring the operations of unrated Keystone
Automotive Industries Inc. for $811 million.  The outlook is
stable.  The transaction should close in the fourth quarter of
2007.
     
In addition, Standard & Poor's assigned its loan and recovery
ratings to LKQ's proposed six-year, $100 million senior secured
revolving credit facility and six-year, $650 million secured term
loan A consisting of a $610 million loan and a CDN$40 million
loan.  The facilities are rated 'BB+', two notches above the
corporate credit rating, with a '1' recovery rating, indicating
expectations of very high recovery in the event of a payment
default.  All ratings are based on preliminary documents and are
subject to review upon final documentation.
     
The $650 million term loan A has been split into a $610 million
U.S. dollar term loan to LKQ Corp. and a CDN$40 million term
loan to LKQ Delaware LLP, a Delaware-based limited partnership
that is a U.S. corporation for U.S. tax purposes.
     
The revolving credit facility provides for a portion of the
facility to be available for the issuance of standby LOCs and for
swingline loan needs.  Of the $100 million revolving credit
facility, $15 million is available to the Canadian borrower.
     
The Canadian borrower, U.S. borrower, and guarantors will cross-
guarantee and cross-collateralize all amounts borrowed under both
facilities.  
      
"The ratings on LKQ reflect its weak business profile as well as
its aggressive financial profile stemming from an increased debt
load," said Standard & Poor's credit analyst Nancy Messer.  Pro
forma for the transaction, lease-adjusted total debt to EBITDA
will be around 3.6x, following the issuance of $366 million of new
equity.  For the rating, S&P expect that adjusted debt to EBITDA
will remain around 3.5x and that funds from operations to adjusted
debt will be in the 15%-20% range.
     
The stable outlook reflects S&P's expectation that LKQ's
integration of Keystone will generate sufficient savings and
synergies to allow the combined company to sustain its post-
acquisition financial profile.


LUMINENT MORTGAGE: Earns $8.8 Million in Quarter Ended June 30
--------------------------------------------------------------
Luminent Mortgage Capital Inc. reported on Wednesday financial
results for its second quarter ended June 30, 2007.

The company reported net income of $8.8 million for the three
months ended June 30, 2007, compared with net income of
$17.6 million for the same period ended June 30, 2006.

Total interest income from mortgage assets was $146.5 million and
$74.9 million for the three months ended June 30, 2007 and 2006,
respectively.  The increase in interest income is primarily due to
the growth of the company's mortgage loan portfolio and credit
sensitive bond portfolio as well as higher yields on the company's
mortgage assets.

Interest expense increased to $122.2 million during the three
month period ended June 30, 2007, compared to $53.5 million during  
the three month period ended June 30, 2006, primarily due to the
increase in the balance of the loans held-for-investment and
mortgage-backed securities portfolios, as well as an increase in
the overall level of interest rates between June 30, 2006, and
June 30, 2007.

During the three months ended June 30, 2007, the company's  
realized losses on the sale of mortgage-backed securities and
other-than-temporary impairment losses were mainly offset by
realized and unrealized gains on derivative instruments that were
structured to economically hedge credit risk.  

Impairment loss of $14.1 million for the three months ended
June 30, 2007, was due to assumption changes on certain
Residential Mortgage Credit securities due to increased loss
expectations on certain securities.  At June 30, 2007, the company
had $1.4 billion of securities held as available-for-sale with an
impairment as of the balance sheet date of $4.6 million.  

Impairment losses of $462,000 for the three months ended June 30,
2006, related to Spread securities that the company did not intend
to hold until their maturity.

Operating expenses for the three months ended June 30, 2007,
increased to $17.8 million, compared to $8.5 milion for the three
month period ended June 30, 2006, due to costs of managing a  
larger and more diversified investment portfolio as well as the
additional diversification the company has included in its
financing strategies.

Total assets increased from $4.9 billion at Dec. 31, 2005, to
$5.6 billion at June 30, 2006, to $8.6 billion at Dec. 31, 2006,
to $9.5 billion at June 30, 2007.  

For the three month period ended June 30, 2007, compared to the
three month period ended June 30, 2006, servicing expense
increased $4.2 million.  The increase in servicing expenses
reflects the increase in the average balance of the company's
mortgage loan portfolio, and, to a lesser extent, the cost for
purchasing additional mortgage insurance on the company's recent
securitizations.
          
For the three month period ended June 30, 2007, compared to the
three month period ended June 30, 2006, the provision for loan
losses increased $3.1 million.

For the three month period ended June 30, 2007, compared to the
three month period ended June 30, 2006, salaries and benefits
expense increased $1.5 million.

At June 30, 2007, the company's consolidated balance sheet showed
$9.50 billion in total assets, $9.06 billion in total liabilities,
and $435.1 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?23c2

          Going Concern Doubt and Occurrence of Default

Recent events affecting the mortgage industry resulted in a rapid
and significant loss of liquidity over a very short period of
time.  The company relates that this caused substantial doubt
about its ability to continue as a going concern for a reasonable
period of time.  This market deterioration significantly impaired
the company's ability to sell assets to repay commercial paper
obligations and satisfy margin requirements on repurchase
agreements.  

On Aug. 6, 2007, the company was unable to roll over approximately
$168 million of commercial paper financing because liquidity in
the market for commercial paper had declined.  Since Aug. 7, 2007,
eight of the company's repo lenders declared the company in
default because the company did not post margin or repurchase the
assets under various master repurchase agreements.  As a result,
repurchase transactions with an aggregate repurchase price of
approximately $1.6 billion became immediately payable.  

These declarations resulted in an event of default on the
company's convertible senior notes of $90 million, in respect
of which these notes may be declared to be immediately due and
payable.  In addition, these declarations resulted in a program
default on the company's commercial paper of $580 million, which
has been declared to be immediately due and payable.  

                    About Luminent Mortgage

Headquartered in San Francisco, California, Luminent Mortgage
Capital Inc. -- http://www.luminentcapital.com/-- (NYSE: LUM) is     
a real estate investment trust, or REIT.  Luminent is an asset
management company that invests in prime whole loans, U.S. agency
and other highly-rated, single-family, adjustable-rate, hybrid
adjustable-rate and fixed-rate mortgage-backed securities, which
it acquires in the secondary market.


MEDQUEST INC: Moody's Withdraws B1 Ratings on $85 Million Loans
---------------------------------------------------------------
Moody's Investors Service withdrew the ratings with respect to the
senior secured credit facilities made available to MedQuest Inc.,
the operating subsidiary of MQ Associates Inc.  The company
recently renegotiated the terms of its senior secured revolver and
senior secured term loan and no longer wishes to maintain ratings
on these facilities.

These ratings have been withdrawn:

   -- $25 million (originally $80 million) senior secured
      revolving credit facility due 2009 (formerly 2007;
      amended as of June 29, 2007), rated B1 (LGD2, 11%)

   -- $60 million senior secured term loan due 2009, rated B1
      (LGD2, 11%)

All other ratings will remain in effect, including the Corporate
Family Rating of Caa1.

MedQuest is a leading operator of independent, fixed-site,
outpatient diagnostic imaging centers in the United States. These
centers provide high quality diagnostic imaging services using a
variety of technologies, including magnetic resonance imaging,
computed tomography, nuclear medicine, general radiology,
ultrasound and mammography.  As of June 30, 2007, MedQuest
operated a network of ninety-one centers in thirteen states
located primarily throughout the southeastern and southwestern
United States.  For the twelve months ended
June 30, 2007, the company reported revenues of about
$259 million.


MOMENTUM CAPITAL: Moody's Rates $9.2 Mil. Class E Notes at Ba2
--------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Momentum Capital Fund Ltd:

   -- Aaa to the $209,750,000 Class A-1 Floating Rate Notes Due
      2021;

   -- Aaa to the $52,400,000 Class A-2 Floating Rate Notes Due
      2021;

   -- Aa2 to the $22,500,000 Class B Floating Rate Notes Due
      2021;

   -- A2 to the $15,950,000 Class C Deferrable Floating Rate
      Notes Due 2021;

   -- Baa2 to the $11,250,000 Class D Deferrable Floating Rate
      Notes Due 2021; and

   -- Ba2 to the $9,150,000 Class E Deferrable Floating Rate
      Notes Due 2021.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of Loans, Structured
Finance Securities and Equity Securities due to defaults, the
transaction's legal structure and the characteristics of the
underlying assets.

TCW Advisors Inc. will manage the selection, acquisition and
disposition of collateral on behalf of the Issuer.


MSCI INC: Moody's Places Corporate Family Rating at Ba2
-------------------------------------------------------
Moody's Investors Service assigned first-time ratings to MSCI,
Inc. in connection with a proposed $450 million senior secured
credit facility.  Moody's assigned a Ba2 Corporate Family Rating,
a Ba3 Probability of Default Rating, a Ba2 rating to the proposed
senior secured credit facility and a SGL-1 speculative grade
liquidity rating.  The rating outlook is stable.

MSCI filed a Form S-1 with the Securities and Exchange Commission
in connection with a proposed initial public offering of its
common stock.  MSCI announced its intention to obtain a new credit
facility and conduct a partial IPO, the net proceeds of which will
be used to repay in full a $625.9 million demand note held by
Morgan Stanley.  The credit facility is conditioned upon the
closing of the IPO.

The Ba2 Corporate Family Rating reflects strong cash flow and
leverage metrics, a leading market position in two highly
profitable service lines and a largely subscription-based revenue
model with high customer retention rates.  The rating is
constrained by a lack of track record as a stand alone entity,
risks related to the company's acquisition strategy, potential
competition from larger companies and sensitivity of asset-based
index license revenues to a downturn in international equity
markets.

MSCI is well positioned in the rating category and a moderate
variance in expected performance should not pressure the rating.  
The stable rating outlook anticipates solid revenue and
profitability growth in the intermediate term reflecting strong
fundamentals for the equity index and equity analytic business
lines.

These ratings/assessments were assigned:

   -- Corporate Family Rating, Ba2

   -- Probability of Default Rating, Ba3

   -- $50 million 5 year secured revolving credit facility,
      rated Ba2 (LGD 3, 30%)

   -- $400 million secured term loan facility, rated Ba2
      (LGD 3, 30%)

   -- Speculative Grade Liquidity Rating, SGL-1

The ratings are subject to review of the final documentation and
the closing of the IPO.

MSCI is a leading provider of investment decision support tools to
investment institutions worldwide.  The company's key product
lines are international equity indices marketed under the MSCI
brand and equity portfolio analytics marketed under the Barra
brand.  Morgan Stanley currently owns about 97% of the common
stock of MSCI, with the balance held by Capital Group
International.  Revenues for the twelve-month period ended May 31,
2007 were $337 million.


MSCI INC: S&P Places Corporate Credit Rating at BB-
---------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to New York City-based MSCI Inc., a provider of
investment decision support tools to investment institutions
globally.  The outlook is positive.

At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to the company's $450 million secured financing.  
The first-lien facilities, which comprise a $50 million revolving
credit facility and a $400 million term loan B, are rated 'BB+',
two notches higher than the corporate credit rating, with a
recovery rating of '1', indicating the expectation for very high
(90%-100%) recovery in the event of a payment default.  All
ratings are based on preliminary offering statements and are
subject to review upon final documentation.
     
Proceeds from the first-lien term loan, totaling $400 million,
along with $250 million of estimated proceeds from its IPO, will
be used to repay the $626 million of outstanding demand notes to
Morgan Stanley and for transaction expenses.

MSCI provides products used in the areas of investment process,
including portfolio construction and optimization, performance
benchmarking and attribution, risk management and analysis, index-
linked investment product creation, asset allocation, investment
manager selection, and investment research.

The company derives its revenue from licensing annual, recurring
subscriptions to its products and from recurring fees derived from
index-licensing to third party investment vehicles, i.e. ETFs.
     
"The ratings on MSCI reflect the company's moderately high pro
forma leverage, some reliance on the market asset valuation of the
international and equity markets, and risk associated with the
spin-off from Morgan Stanley," said Standard & Poor's credit
analyst David Tsui.  "These factors are offset partially by a
favorable business environment, and the company's leading
market share in its addressable markets and predictable and
recurring revenue stream."


NATIONAL CONSUMER: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: National Consumer Marketing, LLC
        470 Park Avenue South
        New York, NY 10016

Bankruptcy Case No.: 07-13069

Chapter 11 Petition Date: September 27, 2007

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Douglas J. Pick, Esq.
                  Pick & Zabicki LLP
                  369 Lexington Avenue, 12th Floor
                  New York, NY 10017
                  Tel: (212) 695-6000
                  Fax: (212) 695-6007

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.


NETBANK INC: Files for Voluntary Bankruptcy Petition in Florida
---------------------------------------------------------------
NetBank, Inc. filed a voluntary petition for relief, on Sept. 28,
2007, under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Middle District of Florida,
Jacksonville Division.  The company will continue to operate as a
debtor-in-possession under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the
Bankruptcy Code and orders of the Bankruptcy Court.

In addition, on Sept. 28, 2007, the Office of Thrift Supervision
exercised its authority under applicable federal law to appoint
the Federal Deposit Insurance Corporation as receiver for NetBank,
a federal savings bank and a wholly-owned subsidiary of the
company.

Headquartered in Alpharetta, Georgia, and established in 1996,
Netbank was the nation’s oldest Internet bank serving retail and
business customers in all 50 states.

ING DIRECT, the nation’s largest direct bank and fourth largest
thrift (part of Netherlands-based ING Groep), will acquire
$1.4 billion in deposits and 104,000 new customers of Netbank for
$14 million.

The acquisition further strengthens ING DIRECT’s position as the
leading direct bank which aims to meet the financial needs of
“Main Street, USA.”  “ING DIRECT has a passionate focus on
delivering a first-rate, technology-enhanced customer experience
and we want to ensure the early adopters remain at the forefront
of branch-free online banking,” stated Arkadi Kuhlmann, CEO of ING
DIRECT.  “The acquisition of Netbank’s customer relationships is
part of ING DIRECT’s goal to broaden its reach and inspire
Americans to become a nation of savers.  We anticipate a seamless
transition for Netbank’s customers into the ING DIRECT family,”
added Arkadi.

Since its inception in 2000, more than 5.5 million Americans have
entrusted their savings with ING DIRECT, building the bank to $57
billion in deposits, $23 billion in mortgage loans and $75 billion
in assets.

The transaction was approved and closed on Sept. 28, 2007, by the
Federal Deposit Insurance Corporation.

Headquartered in Jacksonville, Florida, NetBank Inc. --  
http://www.netbank.com/-- is a financial holding company doing  
retail banking, mortgage banking, business finance, and providing
ATM and merchant processing services.


NETBANK INC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: NetBank, Inc.
        751 Oak Street
        Jacksonville, FL 32204
        Tel: (904) 353-1424

Bankruptcy Case No.: 07-04295

Type of Business: The Debtor is a financial holding company
                  doing retail banking, mortgage banking,
                  business finance, and providing ATM and
                  merchant processing services.
                  See http://www.netbank.com/

Chapter 11 Petition Date: September 28, 2007

Court: Middle District of Florida (Jacksonville)

Debtor's Counsel: Alan M. Weiss, Esq.
                  Holland & Knight LLP
                  50 North Laura Street, Suite 3900
                  Jacksonville, FL 32202
                  Tel: (904) 353-2000
                  Fax: (904) 358-1872

Debtor's
Restructuring
Manager:          GGG, Inc. (Grisanti, Galef & Goldress)
                  333 Sandy Springs Circle
                  Suite 106
                  Atlanta, GA 30328
                  Tel: (404) 256-0003
                  Fax: (404) 256-4555
                  http://www.gggmgt.com/

Debtor's financial condition as of Sept. 25, 2007:

   Total Assets: $87,213,942

   Total Debts:  $42,245,857

The Debtor did not file a list of its 20 largest unsecured
creditors.


OCEAN BLUE: Wants to Hire Rice Pugatch as Bankruptcy Counsel
------------------------------------------------------------
Ocean Blue Leasehold Property LLC and its debtor-affiliates ask
the United States Bankruptcy Court for the Southern District of
Florida for permission to employ Rice Pugatch Robinson & Schiller
P.A., as their counsel, nunc pro tunc Sept. 26, 2007.

As the Debtors' counsel, Rice Pugatch will:

   a. advice the Debtors with respect to its powers and duties as
      debtor-in-possession and the continued management of their
      business operations;

   b. advice the Debtors with respect to their responsibilities in
      complying with the U.S. Trustee's operating guidelines and
      reporting requirements and with the rules of the Court;

   c. prepare motions, pleadings, orders, applications, adversary
      proceedings and other legal documents necessary in the
      administration of the case;

   d. protect the interest of the Debtors in all matters pending
      before the Court; and

   e. represent the Debtors in negotiations with its creditors in
      the preparation of a plan.

Papers filed with the Court did not disclose the firm's
compensation rates.

Chad P. Pugatch, Esq., an attorney of the firm, assures the Court
that the firm does not hold any interest adverse to the Debtors'
estate and is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

Mr. Pugatch can be reached at:

      Chad P. Pugatch, Esq.
      Rice Pugatch Robinson & Schiller P.A.
      101 NE Third Avenue, Suite 1800
      Ft. Lauderdale, Florida 33301
      Fax: (954) 462-8000
      Tel: (305) 379-3121

Headquartered in Chicago, Illinois, Ocean Blue Leasehold Property
LLC owns and manages real estate.  The company and three of its
affiliates filed for Chapter 11 protection on Sept. 26, 2007
(Bankr. S.D. Fla. Lead Case No. 07-17999).  When the Debtors
filed for protection against its creditors, it estimated assets
of $35,000,000 and debts of $23,464,750.


OMNITECH CONSULTANT: Assigns Assets for Creditors' Benefit
----------------------------------------------------------
Omnitech Consultant Group Inc., aka Groupe Conseil Omnitech Inc.,
disclosed that it proceeded with an assignment of its assets for
the benefit of its creditors in accordance with the provisions of
the Bankruptcy and Insolvency Act.

PricewaterhouseCoopers inc. has been appointed as trustee and will
be in charge of liquidating the corporation's assets.

Omnitech Consultant Group Inc., aka Groupe Conseil Omnitech Inc.
(TSX VENTURE: GCO), offers solutions as a one-stop-shop in
engineering, information technology and systems maintenance.  
GCO integrates new technologies or optimizes existing systems by
applying cutting-edge expertise currently used in the best
practices.

GCO and its subsidiaries filed for creditor protection in
accordance with the provisions of the Bankruptcy and Insolvency
Act on Oct. 31, 2006.  PricewaterhouseCoopers Inc. has been
retained as trustee.


ORBITAL SCIENCES: S&P Lifts Corporate Credit Rating to BB+
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Orbital
Sciences Corp., including raising the corporate credit rating to
'BB+' from 'BB'.  The outlook is stable.
      
"The upgrade reflects improved credit protection measures
resulting from good demand in key end markets," said Standard &
Poor's credit analyst Christopher DeNicolo.  S&P expect funds from
operations to debt to improve to 55%-60% and EBITDA interest
coverage to 10x in 2007, from 45% and 5x, respectively, in 2006,
both of which are above average for the rating.
     
The ratings on Dulles, Virginia-based Orbital reflect the
company's modest size compared with competitors, limited program
diversity, the risky nature of the launch business, and the
possibility of debt-financed acquisitions.  These factors are
offset somewhat by leading positions in market niches, modest debt
leverage, ample liquidity, and currently high levels of defense
spending.  Orbital is a leading provider of small-launch vehicles
and small geostationary communications satellites, as well as
boost vehicles and targets for missile defense programs.
     
The firm's satellite and space systems segment (about 55%-60% of
revenues) has benefited from improving demand for GEO
communications satellites.  Orbital's launch-vehicle segment (35%-
40%) has been bolstered in recent years by a contract to develop
boosters for the Ground-based Midcourse Defense and Kinetic Energy
Interceptor programs.  Sales from these two programs contributed
almost 60% of this segment's revenues.  Orbital has begun
delivering operational boosters for GMD, but KEI is still early in
its development.
     
On May 26, 2005, U.S. government agents executed search warrants
at two of Orbital's facilities.  In March 2007, Orbital was
advised that a former employee filed a "whistleblower" lawsuit
against the company alleging false and fraudulent claims for
payment to the U.S. government by the launch systems group, which
was the basis for the government's investigation.  The company is
cooperating with the investigation, but the U.S. Attorney's office
has not yet joined the former employee's lawsuit.  It is not
possible at this time to estimate how long it will take for the
investigation to be completed or possible outcomes.  Standard &
Poor's will monitor the situation and determine the impact on the
company's credit quality as more information becomes available.
     
Favorable prospects for the company's key missile defense and
communications satellite segments should result in good revenue
and earnings growth in the intermediate term.  Therefore, Orbital
should be able to maintain an overall credit profile consistent
with current ratings.  S&P don't expect to revise the outlook to
positive in the near term.  Although unlikely, S&P could revise
the outlook to negative if leverage increases substantially to
fund a sizable acquisition or a significant contract is canceled.  
The impact on the outlook or rating from the government
investigation cannot be determined at this time.


OZYMANDIUS LP: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Ozymandius, L.P.
        P.O. Box 101805
        Fort Worth, TX 76185

Bankruptcy Case No.: 07-34670

Chapter 11 Petition Date: September 27, 2007

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


PIERRE FOODS: Weak Performance Cues Moody's to Downgrade Ratings
----------------------------------------------------------------
Moody's Investors Service downgraded Pierre Foods Inc.'s corporate
family rating to B3 from B1, and lowered the ratings on the
company's senior secured credit facilities and subordinated notes.  
The rating outlook is negative.  The Speculative Grade Liquidity
Rating of SGL-4 was affirmed.  The rating action concludes the
review for possible downgrade that began on Sept. 24, 2007.

Ratings downgraded:

   -- Corporate family rating to B3 from B1

   -- Probability-of-default rating to B3 from B1

   -- $40 million senior secured revolving credit facility   
      maturing 2009, to B2 (LGD 3, 35%) from Ba3 (LGD 3, 35%)

   -- $227 million senior secured term loan facility maturing
      2010, to B2 (LGD 3, 35%) from Ba3 (LGD 3, 35%)

   -- $125 senior subordinated notes, maturing 2012 to Caa2
      (LGD 5, 87%) from B3 (LGD 5, 87%)

   -- The SGL-4 Speculative Grade Liquidity rating was
      affirmed.

The downgrade reflects the significant decline in the company's
earnings and cash flow expectations, resultant higher leverage,
and the company's need to obtain a waiver and amendment to avoid a
covenant default for the quarter ended Sept. 1, 2007. This weak
performance has occurred as a result of significantly higher raw
material prices, largely for chicken, lower yields at certain
manufacturing facilities, and integration costs associated with
Zartic transaction.

At 6.5x, Pierre's Debt / EBITDA, is significantly higher than
expected for the LTM period ending June 2, 2007, and will likely
be higher for the LTM period ending September 1 as a result of the
raw material cost pressure and other unforeseen costs.  "Despite
continued revenue and volume growth, and the implementation of
price increases, cost improvement actions and operational
improvement plans, it will take much longer than originally
expected for leverage reduction to occur," says Moody's Analyst,
Mike Zuccaro.

Pierre's B3 corporate family rating is driven by the company's
tight liquidity due to the potential covenant default, weak
financial metrics, and limited financial flexibility in light of
the significant challenges it faces due to higher raw material
prices, integration costs, and manufacturing inefficiencies.  The
rating also reflects Pierre's small scale and limited
diversification relative to other global packaged goods companies.

The negative outlook reflects the company's need to obtain a
waiver and amendment to its credit facilities in order to avoid a
default of the consolidated leverage test.  Should the company
obtain the waiver and amendment, the outlook would likely be
revised to stable.  However, if the company is unable to obtain
the waiver and amendment and improve its liquidity profile, the
ratings would be further downgraded.

Pierre Foods Inc. is a manufacturer and marketer of processed food
solutions, focusing on formed, pre-cooked protein products and
hand-held convenience sandwiches, had revenues of about $540
million in the LTM period ended June 2, 2007.  Pierre Foods was
purchased by Madison Dearborn Partners and certain members of
Pierre's management on June 30, 2004.  The company's headquarters
are in Cincinnati, Ohio.


PSS WORLD: Earns $8.7 Million in First Quarter Ended June 29
------------------------------------------------------------
PSS World Medical Inc. reported $8.7 million net income for the
fiscal 2008 first quarter ended June 29, 2007, compared with net
income of $11 million for the fiscal 2007 first quarter ended
June 30, 2006.

At June 29, 2007, the company's consolidated balance sheet
showed $806.4 million in total assets, $416.0 million in total
liabilities, and $390.4 million in total stockholders' equity.

Net sales for the three months ended June 29, 2007, were
$438.9 million, an increase of 6.2%, compared with net sales of
$413.1 million for the three months ended June 30, 2006.  Net
sales for the three months ended June 29, 2007, for the Physician
Business increased by 7.7%, while net sales for the Elder Care
Business increased by 3.1%.  Income from operations for the three
months ended June 29, 2007, was $14.5 million compared with income
from operations for the three months ended June 30, 2006, of
$18.7 million.

The company noted that the first quarter operating income was
negatively impacted by:

   -- $2.7 million of costs associated with new state pedigree
      laws, particularly within the state of Florida, for the sale
      and distribution of pharmaceutical products;

   -- $700,000 of costs associated with integration of a recently
      acquired company;

   -- $1.2 million of sales training and marketing program costs
       to launch a new product category in its Physician Business;  
       and

   -- lower than expected equipment sales in its Physician
      Business, primarily resulting from lost selling time used
      for program launch and training.

David A. Smith, chairman and chief executive officer, commented,
"This first quarter set back has challenged and energized the
determination of our officer team to execute our plans for the
next three quarters of the year.  Our field teams are very pleased
and excited by the new programs and products we have invested in
for their future growth.  We have good momentum in the business, a
solid plan, and are attractively positioned for future strategic
growth."

David M. Bronson, executive vice president and chief financial
officer, commented, "The costs we recognized in this first quarter
tended to mask some otherwise very good performance.  Other than
the shortfall in equipment revenue, traction in our key marketing
strategies was very strong with good revenue growth in Select(TM),
pharmaceuticals, and home care.  Continued focus on working
capital generated operating cash flow that exceeded our
expectations.  Our operating and shared service teams are focused
on building on that momentum to meet our earnings targets for the
remainder of the fiscal year."

A full-text copies of the company's consolidated financial
statements for the quarter ended June 29, 2007, are available for
free at http://researcharchives.com/t/s?23c7

Based in Jacksonville, Florida, PSS World Medical Inc. (NASDAQ:
PSSI) -- http://www.pssworldmedical.com/-- is a national
distributor of medical products to physicians and elder care
providers through its two business units.  Since its inception
in 1983, PSS operated in two market segments focused on customer
services, a consultative sales force, strategic acquisitions, and
strong arrangements with product manufacturers.

                          *     *     *

PSS World Medical Inc. still carries Standard & Poor's Ratings
Services' BB long-term foreign and local issuer credit ratings,
which were last placed on Aug. 10, 2006.  The rating outlook
remains stable.


QUAKER FABRIC: Can File Schedules of Assets & Debts Until Oct. 15
-----------------------------------------------------------------
Quaker Fabric Corporation and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to file their schedules of assets and liabilities and
statement of financial affairs until Oct. 15, 2007.

Since the August 16 petition date, the Debtors have performed
tasks critical to their asset sale and in maximizing value for
their creditors.  These have limited their time in preparing their
schedules and statements.

The extension to file schedules and statements is expected to
grant the Debtors additional time to:

   a) to consolidate the list of their creditors, taking into
      consideration the number, size of their creditors, the
      complexity of the Debtors' business, the geographic
      diversity, the limited staffing to gather, process and
      complete the schedules and statements; and

   b) finalize and enhance the accuracy of the schedules and
      statements while not prejudicing the rights of the other
      claimants and parties-in-interest.

Based in Fall River, Massachussetts, Quaker Fabric Corp. (NASDAQ:
QFAB) -- http://www.quakerfabric.com/-- designs, manufactures,  
and markets woven upholstery fabrics primarily for residential
furniture manufacturers and jobbers.  It also develops and
manufactures specialty yarns, including chenille, taslan, and spun
products for use in the production of its fabrics, well as for
sale to distributors of craft yarns, and manufacturers of home
furnishings and other products.  The company is one of the largest
producers of Jacquard upholstery fabrics.

Quaker Fabric sells its products through sales representatives and
independent commissioned sales agents in the United States,
Canada, Mexico, and internationally.

The company and its affiliate, Quaker Fabric Corporation of Fall
River, filed for chapter 11 protection on Aug. 16, 2007 (Bankr. D.
Del. Case No. 07-11146).  John D. Sigel, Esq., and Dennis L.
Jenkins, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP,
represent the Debtors in their restructuring efforts.  Joel A.
Waite, Esq., and Joseph M. Barry, Esq., at Young Conaway Stargatt
& Taylor, LLP, are the Debtors' co-counsel.  The Debtors' balance
sheet at June 2, 2007 disclosed total assets of $155,243,945 and
total debts of $60,407,158.


QUAKER FABRIC: Court Approves Epiq Bankruptcy as Claims Agent
-------------------------------------------------------------
Quaker Fabric Corporation and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Epiq Bankruptcy Solutions LLC fka Bankruptcy
Services LLC as their claims, notice and balloting agent, nunc pro
tunc Aug. 16, 2007.

The Debtors tell the Court that they have thousands of creditors
amd other parties in interest that are expected to file proofs of
claim.  The Debtors submit that the engagement of an independent
third party to act as agent for the Court will lessen the
administrative and other burdens in noticing and receiving,
docketing and maintaining proofs of claims.

Epiq Bankruptcy specializes in providing consulting and data
processing services to chapter 11 debtors in connection with the
administration, reconciliation and negotiation of claims and
solicitation of votes to accpt or reject plans of reorganization.

Epiq Bankruptcy is expected to:

   a) transmit certain notices (notice of commencement of these
      cases, and the bar date notice with proof of claim
      form, notice of objections to claims, notices of any
      hearings on the Debtors disclosure statement and the
      confirmation of the Debtors' Chapter 11 plan) to
      creditors and parties-in-interest;
   
   b) receive, docket, scan, maintain, photocopy and transmit
      proofs of claim filed against the Debtors;
   
   c) assist the Debtors in the distribution of the
      solicitation materials;
   
   d) receive, review and tabulate the ballots cast in
      accordance with the voting procedures approved by the
      Court; and
   
   e) perform other administrative tasks such as maintaining
      creditor list and mailing notices.

Daniel C. Mc Elhinney, Epiq Bankruptcy Solutions LLC's senior vice
president and director of operations, tells the Court that a
$25,000 retainer fee will be applied to the final invoice of the
Debtors.

Mr. Mc Elhinney assures the court that Epiq Bankruptcy is
“disinterested” as that term is defined in Section 101(14) of the
bankruptcy Code.

Based in Fall River, Massachussetts, Quaker Fabric Corp. (NASDAQ:
QFAB) -- http://www.quakerfabric.com/-- designs, manufactures,  
and markets woven upholstery fabrics primarily for residential
furniture manufacturers and jobbers.  It also develops and
manufactures specialty yarns, including chenille, taslan, and spun
products for use in the production of its fabrics, as well as for
sale to distributors of craft yarns, and manufacturers of home
furnishings and other products.  The company is one of the largest
producers of Jacquard upholstery fabrics.

Quaker Fabric sells its products through sales representatives and
independent commissioned sales agents in the United States,
Canada, Mexico, and internationally.

The company and its affiliate, Quaker Fabric Corporation of Fall
River, filed for chapter 11 protection on Aug. 16, 2007 (Bankr. D.
Del. Case No. 07-11146).  John D. Sigel, Esq., and Dennis L.
Jenkins, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP,
represent the Debtors in their restructuring efforts.  Joel A.
Waite, Esq., and Joseph M. Barry, Esq., at Young Conaway Stargatt
& Taylor, LLP, are the Debtors' co-counsel.  The Debtors' balance
sheet at June 2, 2007 disclosed total assets of $155,243,945 and
total debts of $60,407,158.


QUAKER FABRIC: Taps RAS Management as Liquidation  Consultant
-------------------------------------------------------------
Quaker Fabric Corporation and Quaker Fabric Corporation of Fall
River ask the U.S. Bankruptcy Court for the District of Delaware
for authority to hire RAS Management Advisors, Inc. as their
liquidation consultant.

RAS Management will:

   a. review and assist the Debtor's in developing the Debtors'
      debtor-in-possession budget, revenue and cash flow
      projections and all other financial and accounting
      information;

   b. negotiate the sale prices and related terms and conditions
      of all sales of the Debtors' assets;

   c. negotiate with, and report to, the Debtors' significant
      creditors, including without limitation, trade creditors and
      banks (including lenders unders any debtor-in-possession
      credit arrangement);

   d. assist the Debtors in complying with the requirements of the
      Bankruptcy Code;

   e. assist the Debtors in developing and implementing a plan of
      liquidation; and

   f. assist the Debtors with cash management.

The Debtors' will pay RAS for its services at its usual hourly and
daily rates:

        Designation          Daily           Hourly
        -----------          -----           ------
        Principal            $4,250           $425
        Consultants       $2,400-$2,900     $240-$290
        Clerical                               $30

To the best of the Debtors' knowledge, RAS and all of its
associates of RAS are disinterested persons, and neither RAS nor
any associates of RAS hold any interest materially adverse to the
Debtors' estates.

The firm can be reached at:
   
     RAS Management Advisors, Inc.
     599 Ocean Avenue, Newport, RI 02840
     Telephone (401) 846-5990
     Fax (401) 846-5989
     
Based in Fall River, Mass., Quaker Fabric Corp. (NASDAQ: QFAB)
-- http://www.quakerfabric.com/-- designs, manufactures, and
markets woven upholstery fabrics primarily for residential
furniture manufacturers and jobbers.  It also develops and
manufactures specialty yarns, including chenille, taslan, and spun
products for use in the production of its fabrics, as well as for
sale to distributors of craft yarns, and manufacturers of home
furnishings and other products.  The company is one of the largest
producers of Jacquard upholstery fabrics.

Quaker Fabric sells its products through sales representatives and
independent commissioned sales agents in the United States,
Canada, Mexico, and internationally.

The company and its affiliate, Quaker Fabric Corporation of Fall
River, filed for chapter 11 protection on Aug. 16, 2007 (Bankr. D.
Del. Case No. 07-11146).  John D. Sigel, Esq., and Dennis L.
Jenkins, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP,
represent the Debtors in their restructuring efforts.  Joel A.
Waite, Esq., and Joseph M. Barry, Esq., at Young Conaway Stargatt
& Taylor, LLP, are the Debtors' co-counsel.  The Debtors' balance
sheet at June 2, 2007, disclosed total assets of $155,243,945 and
total debts of $60,407,158.


QUEBECOR MEDIA: Prices $700 Million of 7.75% Sr. Notes Offering
---------------------------------------------------------------
Quebecor Media Inc. has priced its offering of $700 million
aggregate principal amount of its senior notes.  The new senior
notes will be sold at a price of 93.75% of par, will carry a
coupon of 7.750% and will mature on March 15, 2016.

Quebecor Media intends to use the proceeds of this offering,
together with liquidity available to the company:

   a) to repay the senior bridge credit facility that it
      entered into to fund its acquisition of Osprey Media
      Income Fund;

   b) repay Sun Media Corporation's term B credit facility;

   c) settle the related currency and interest rate swaps; and

   d) pay the fees and expenses related to this offering.

Quebecor Media Inc., a subsidiary of Mortsel, Belgium-based,
Quebecor Inc. -- http://www.quebecor.com/-- owns operating   
companies in numerous media-related businesses: Videotron Ltd.,
a cable operator in Quebec and a major Internet Service Provider
and provider of telephone and business telecommunications
services; Sun Media Corporation, Canada's chain of tabloids and
community newspapers; TVA Group Inc., operator of French-language
general-interest television network in Quebec, a number of
specialty channels, and the English-language general-interest
station Sun TV; Canoe Inc., operator of a network of English- and
French-language Internet properties in Canada; Nurun Inc., a major
interactive technologies and communications agency with offices in
Canada, the United States, Europe and Asia; companies engaged in
book publishing and magazine publishing; and companies engaged in
the production, distribution and retailing of cultural products,
namely Archambault Group Inc., chain of music stores in eastern
Canada, TVA Films, and Le SuperClub Videotron ltee, a chain of
video and video game rental and retail stores.


QUEBECOR MEDIA: Moody's Rates $700 Million Senior Notes at B2
-------------------------------------------------------------
Moody's Investors Service rated Quebecor Media Inc.'s $700 million
add-on senior unsecured note issue B2.  Ratings on the underlying
7.75% senior unsecured notes due in March of 2016 were affirmed at
the same B2 level.  At the same time, QMI's Ba3 corporate family
rating and stable ratings outlook were affirmed.

The rating action was prompted by the September 26th announcement
of the new note issue.  Proceeds will be used to repay a bridge
loan that had been drawn to fund QMI's earlier acquisition of
Osprey Media Income Fund, a publicly traded publisher of community
newspapers and magazines for an aggregate purchase price of about
CDN$575 million (including assumed debt), and to repay a secured
term loan B at Sun Media (the applicable rating on Moody's debt
#373917 will be withdrawn in due course).

The new note issue is neutral to the company's consolidated debt
profile and had been contemplated in the prevailing Ba3 CFR.  
Accordingly, the CFR and stable outlook are affirmed. However, the
notes issue causes QMI's waterfall of debts to be adjusted and
necessitates ratings adjustments on certain existing instruments.

Assignments:

Issuer: Quebecor Media, Inc.

   -- Senior Unsecured Regular Bond/Debenture ($700 million
      add-on issue), Assigned B2 (LGD5-88)

Upgrades:

Issuer: Quebecor Media, Inc.

   -- Senior Secured Bank Credit Facility (unchanged at B1),
      Upgraded to LGD4-68 from LGD5-74

   -- Senior Unsecured Regular Bond/Debenture (unchanged at
      B2), Upgraded to LGD5-88 from LGD5-89

Issuer: Sun Media Corporation

   -- Senior Secured Bank Credit Facility (unchanged at Baa3),
      Upgraded to LGD1-05 from LGD1-07

   -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba1
      (LGD2-27) from Ba2 (LGD3-33)

Issuer: Videotron Ltee

   -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba1
      (LGD2-27) from Ba2 (LGD3-33)

On Sept. 26, 2006, Moody's had issued ratings based on QMI's
initial plans to issue $450 million of additional notes.  Those
plans called only for the bridge loan related to the Osprey
transaction to be repaid.  With the transaction being upsized to
$700 million, QMI now has the ability to repay secured debt at a
subsidiary operating company.  In the context of QMI's
consolidated waterfall of debts, total debt does not change,
however, secured debt at operating companies is reduced and
unsecured debt at the parent holding company is increased.

Based on Moody's Loss Given Default rating methodology, this has
the impact of causing ratings of unsecured debts at operating
companies (Sun Media Corporation and Videotron Ltee) to be
upgraded by one notch compared to what had been contemplated with
the smaller, US$450 million note issue.  This outcome is
consistent with the ratings that had been contemplated in early
July when QMI initially contemplated the financing transaction.

Headquartered in Montreal, Canada, Quebecor Media Inc. is a
privately held leading Canadian media holding company.  Through
its operating companies, QMI has activities in cable distribution,
business, residential and mobile wireless telecommunications,
newspaper publishing, television broadcasting, book, magazine and
video retailing, publishing and distribution, music recording,
production and distribution and new media services.

QMI is 54.7% owned by Quebecor Inc., a publicly traded
communications holding company, and 45.3% owned by Capital CDPQ.  
Quebecor Inc.'s primary assets are its interests in Quebecor Media
and in Quebecor World, one of the world's largest commercial
printers (B3 Negative).  Capital CDPQ is a wholly-owned subsidiary
of Caisse de depôt et placement du Quebec, Canada's largest
pension fund manager, with about
$237 billion in assets under management.  None of Quebecor Inc.,
Quebecor World or Capital CDPQ is an obligor or a guarantor of
QMI's debt obligations.


RHOMBUS MERGER: Moody's Puts Corporate Family Rating at B1
----------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating to
Rhombus Merger Corporation.  Moody's also assigned a B2 rating to
the company's proposed offering of senior secured notes and an
SGL-2 speculative grade liquidity rating.  The rating outlook is
stable.  

Rhombus, which is owned by funds controlled by Platinum Equity,
is buying Ryerson Inc. in a transaction valued at about
$2 billion, including new debt of $1.41 billion and equity of
$500 million.  At the consummation of the acquisition, Rhombus
will be merged into Ryerson Inc. and Ryerson will assume all
obligations of Rhombus, including all obligations with respect
to its debt.

The acquisition is expected to close in the fourth quarter of
2007.  Moody's ratings for "old" Ryerson are being withdrawn
concurrent with the assignment of the new ratings, concluding the
review of Ryerson initiated on July 24, 2007.

Moody's ratings positively reflect the company's size, geographic,
product and customer diversification, modest capex, the
countercyclical nature of its working capital investment, which
can be a source of cash for metal distributors in an industry
downturn, and favorable metals demand.  The ratings are
constrained by the company's low but relatively stable profit
margins, high leverage stemming from the Platinum Equity buyout,
and the sensitivity of the metals distribution business to
variations in demand for steel and other metals.

Given these constraints, Moody's can envision several plausible
scenarios under which the company generates very little free cash
flow beyond the first six to twelve months after the acquisition
closes, thereby keeping leverage, as measured by debt to EBITDA,
around 4.5x (or 5x using Moody's adjustments for pensions and
operating leases) for an extended period.

Nevertheless, even in the absence of material free cash flow,
Moody's B1 corporate family rating can accommodate a sustained 5x
leverage for Ryerson given its scale, diversity, and the lesser
risk it faces as a metals distributor rather than a primary metals
producer.

While Moody's is assigning a stable outlook to Ryerson, the
outlook anticipates that the company will reduce its initial debt
in the first several quarters following the closing of the
acquisition, and then maintain that leverage in 2008, assuming
metal fundamentals remain relatively stable.  The company's new
owners state that they are committed to bringing initial debt down
and believe that debt repayment of more than $200 million can be
accomplished by, for the most part, making further reductions in
working capital -- mostly inventory -- over the next year.

Moody's believes a permanent reduction in debt is critical for the
B1 corporate family rating given the unpredictable nature of the
metals environment.  Therefore, Moody's stable outlook is premised
on Ryerson generating sufficient free cash flow such that balance
sheet debt drops to around $1.25 billion while generating
"adjusted EBITDA" of at least $280 million.  If balance sheet
leverage is not about 4.5x (or 5x using Moody's adjustments) by
the time its first quarter 2008 results are published, then the
outlook or ratings may be lowered.

These ratings were assigned to Rhombus Merger Corporation (to be
merged with and into Ryerson Inc.):

   -- Corporate family rating -- B1

   -- Probability of default rating (PDR) -- B1

   -- $150 million of senior secured floating rate notes due
      2014 -- B2 (LGD5, 75%)

   -- $425 million of senior secured fixed rate notes due
      2015 -- B2 (LGD5, 75%)

   -- Speculative grade liquidity rating -- SGL-2

Prior to being acquired by Platinum Equity, Ryerson was a publicly
traded company with about $876 million of balance sheet debt as of
June 30, 2007.

Ryerson, headquartered in Chicago, is the second largest metals
service center in North America, with over 100 locations in the US
and Canada, and joint ventures in Mexico, India and China. For the
12 months ended June 30, 2007, it had net sales of $6.2 billion.


RITE AID: Posts Net Loss of $69.6 Million in Quarter Ended Sept. 1
------------------------------------------------------------------
Rite Aid Corporation disclosed Thursday financial results for its
second quarter ended Sept. 1, 2007.  Other than same-store
comparisons, results for the second quarter reflect the
acquisition of the Brooks Eckerd stores and distribution centers
acquired June 4, 2007.

Net loss for the quarter was $69.6 million compared to last year's
second quarter net loss of $330,000.  Adjusted EBITDA was
$261.5 million of revenues for the second quarter compared to
$154.7 million of revenues for last year's second quarter.

At Sept. 1, 2007, Rite Aid Corporation had $12.27 billion in total
assets, $9.53 billion in total liabilities, and $2.74 billion in
total stockholders' equity.

The $106.8 million increase in adjusted EBITDA was due to the
increase in revenues, which came primarily from acquired Brooks
Eckerd stores, along with an improvement in gross margin rate.  
Excluding occupancy expenses related to the company's new and
relocated store program, expenses as a percent of revenues were
lower.

The increases in adjusted EBITDA of $106.8 million and income tax
benefit of $36.1 million were exceeded by the increase in expenses
resulting from the Brooks Eckerd acquisition, which included an
increase in depreciation and amortization of $65.2 million,
additional interest expense of $55.1 million, integration expense
of $52.1 million, a one-time financing commitment charge of
$12.9 million and an increase in stock-based compensation expense
of $6.7 million.

Revenues for the 13-week second quarter were $6.60 billion versus
revenues of $4.29 billion in the prior year second quarter.  
Revenues increased 53.9%.

Same store sales increased 1.1% during the second quarter as
compared to the year-ago like period, consisting of a 1.4%
pharmacy same store sales increase and a 0.6% increase in front-
end same store sales.  The number of prescriptions filled in same
stores increased 0.4%.  Prescription sales accounted for 67.4% of
total sales, and third party prescription sales represented 95.9%
of pharmacy sales.

"We had a strong second quarter.  We grew our business, improved
the gross margin rate and controlled expenses.  Our integration of
Brooks Eckerd is off to an excellent start, and we're seeing more
cost-saving synergies from the acquisition than we initially
expected," said Mary Sammons, Rite Aid chairman, president and
chief executive officer.  "At the same time we're converting the
acquired stores to Rite Aid, we're also continuing our organic
store growth and remain on target to open 125 new and relocated
stores this year.  We're on track to deliver the full potential of
a bigger and better Rite Aid."

In the second quarter, the company acquired 1,854 Brooks Eckerd
stores, opened 11 stores, relocated 8 stores, acquired one other
store and closed or sold 56 stores, which include the 23
divestitures required by the Federal Trade Commission.  Stores in
operation at the end of the quarter totaled 5,142.

Rite Aid Corporation (NYSE:RAD) -- http://www.riteaid.com/-- is  
one of the United States' leading drugstore chains with annual
revenues of more than $27 billion and more than 5,100 stores in 31
states and the District of Columbia.  

                          *     *     *

As reported in the Troubled Company Reporter on May 17, 2007,
Standard & Poor's Ratings Services assigned its 'BB-' rating and
'1' recovery rating to Rite Aid Corp's $1.105 billion senior
secured tranche 2 term loan facility.  Concurrently, Standard &
Poor's raised the ratings on the three existing second-lien notes
to 'B+' from 'B' and assigned a '1' recovery rating.  At the same
time, Standard & Poor's affirmed all other ratings, including the
'B' corporate credit rating.  The outlook is stable.


ROCKY ROBINSON: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Rocky Robinson
        230 Mason's Lane
        Leesburg, VA 20176

Bankruptcy Case No.: 07-12701

Chapter 11 Petition Date: September 26, 2007

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Thomas P. Gorman, Esq.
                  Tyler, Bartl, Gorman & Ramsdell, P.L.C.
                  700 South Washington Street, Suite 216
                  Alexandria, VA 22314
                  Tel: (703) 549-5010
                  Fax: (703) 549-5011

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Raymond James & Associates                             $6,570,000
3703 Latimers Knoll Court
Fredericksburg, VA 22408

Commerce Bank                                          $5,207,340
1701 Route 70 East
Cherry Hill, NJ 08034

SunTrust Bank                                          $3,390,064
P.O. Box 4418 MC 0039
Atlanta, GA 30302

Chevy Chase                    Line of Credit          $2,935,400
6200 Chevy Chase Drive
Laurel, MD 20707

General Trading Corporation                            $2,000,000
7300 Telegraph Square Drive
Lorton, VA 22079

Hotel Street Capital, L.L.C.                           $1,750,000
7 Hotel Street
Warrenton, VA 20186

Internal Revenue Service                               $1,650,000
400 North 8th Street, Box 76
Stop Room 898
Richmond, VA 23219

Christine & Edward Brennan                             $1,300,000
19669 Gleedsville Road
Leesburg, VA 20175

Chevy Chase Bank               Unsecured Line of       $1,000,000
7501 Wisconsin Ave.            Credit
12th Floor
Bethesda, MD 20814

Thomas J. Ross II                                        $250,000
7 Hotel Street
Warrenton, VA 20186

Gholan Raminpour                                          Unknown
930 Senaca Road
Great Falls, VA 22066


SECURUS TECHNOLOGIES: Revises Third Quarter Earnings Guidance
-------------------------------------------------------------
Securus Technologies disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that it will miss previous
earnings guidance for its fiscal quarter ending Sept. 30, 2007,
due principally to three factors:

    (i) a customer-imposed project delay on a major Syscon
        contract;

   (ii) continued very high legal fees associated with several
        lawsuits; and

  (iii) further costs associated with a billing system conversion
        in the second quarter.

Securus' CEO, Richard Falcone, stated "while the third quarter
results are not yet in, it is clear that earnings guidance
previously provided will not be met.  Our current best view
indicates that, as a result of a number of factors, actual results
may fall short of the company’s previous expectations by
approximately one-half."

Mr. Falcone continued to state "there are several significant
contributors to this shortfall.  First, Syscon’s largest customer
delayed a major project phase ramp-up due to its current fiscal
year budgetary constraints.  It is nonetheless expected that
Syscon’s total revenue and profit over the life of this contract
will be on target with original expectations.  However, relative
to previous expectations and related guidance, the near-term
quarters will be negatively impacted by the delay.  The second
contributing factor is unusually high legal fees.  Legal fees have
continued to run at a very high level despite our expectation of a
significant decline.  Certain cases have been recently settled,
however, ongoing legal fees associated with bid protests on the
State of Florida and State of Alabama and several intellectual
property lawsuits have been appreciably higher than anticipated.  
The third significant contributing factor is unexpected additional
direct bill and prepaid bad debt associated with a billing system
conversion in the second quarter.  It is our belief that these
billing system issues and impacts are now behind us.  However,
related to the billing system issues, we have now tightened up
controls which we believe will reduce quarterly revenue by
approximately $1 million in the future while reducing bad debt as
compared to recent levels."

                   Florida and Alabama Cases

Securus said that relative to the State of Florida and State of
Alabama contracts, legal appeals continue on both cases.
Nevertheless, in the case of Florida, a judge has recently ruled
in favor of Securus, and the contract with the State of Florida
has been fully executed.  Securus plans to begin to install
Florida in the fourth quarter.  Revenues under this contract are
expected to be in the $3 million to $4 million range per quarter
once fully installed.

In the case of Alabama, the State itself, joined by Securus, has
appealed a court ruling affirming the validity of the contract
awarded to a competitor.  While the appeal is underway, the court
has allowed the competitor to proceed with contract performance.  
As a result, Securus’ revenues will decline by approximately
$3 million per quarter and a significant amount of this impact
will have been experienced in the third and fourth quarters.

                       Credit Facility

The company noted that as of Sept. 25, 2007 it had $14 million of
borrowing availability on its revolving credit facility and a
$5 million commitment for additional financing, as previously
disclosed in its second quarter 10-Q.

Mr. Falcone continued "The many countervailing forces in the
industry and within our business have been and will continue to be
quite challenging going forward.  However, the fundamental
components of the business are expected to continue to perform as
previously communicated.  Specifically, the roll-out of our new
packet-based architecture is proceeding successfully and on
schedule.  We remain optimistic in our ability to win new direct
business from competitors.  Additionally, as a result of ongoing
initiatives, our bad debt results with local exchange carrier
billing agents is improving and this trend is expected to
continue, while our percentage of prepaid revenue continues to
climb."  Mr. Falcone added "Also, based on discussions with
current and prospective large customers, Syscon’s prospects for
revenue and profit growth, as the next few years unfold, appear
strong.  While the expected decline in Securus’ partner businesses
is significant, they remain consistent with previous guidance."

Mr. Falcone indicated that "Syscon, although the near-term growth
we expected will be delayed, is expected to continue to perform at
historical levels for the next several quarters and has solid
potential for significant growth thereafter.  It has been
difficult for us to project legal fees.  However, versus the
unfolding third quarter results, we do expect a noticeable decline
in the run-rate of legal expenses in the fourth quarter.  Although
we were surprised to experience higher than previously estimated
direct billing and prepaid bad debt in the third quarter as a
result of our second quarter billing system conversion, we believe
these concerns are now behind us and that the fourth quarter,
barring any impact from deterioration in the broader economy that
might impact bad debt results, should continue to improve in this
area.  Overall, the fundamentals of the Securus direct
provisioning business are sound. We have been winning net new
business from competitors while eliminating costs and reducing
risk through our roll-out of the new architecture as well as
through prepaid and bad debt initiatives.  Additionally, the
future prospects for Syscon also continue to appear quite sound."

                        About SECURUS

Headquartered in Dallas, Texas, SECURUS Technologies Inc. --
http://www.t-netix.com/-- provides cell phone services.  The  
company gets 80% of its revenues from the provision of
telecommunications services to more than 3,000 correctional
facilities across the US.  The company designs, implements, and
maintains telecommunications systems and provides collect, pre-
paid, and debit calling for inmates.  It also sells jail
management software, as well as applications for record management
and computer-aided dispatch.  Parent company H.I.G. Capital
acquired T-NETIX and Evercom Inc. in 2004 and combined them the
following year.


SECURUS TECHNOLOGIES: S&P Puts Ratings on Negative CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Securus
Technologies Inc., including the 'B+' corporate credit and 'BB-'
senior secured debt ratings, on CreditWatch with negative
implications.
     
The CreditWatch listing follows the announced downward revision to
the company's previously stated financial projections.  Factors
adversely affecting Securus include an unexpected delay on a major
customer contract, continued high legal fees, and unanticipated
cost increases related to an internal billing system conversion.  
Current leverage is high for the rating, exceeding 6x, and ratings
incorporate an improvement in operating performance from
historical levels.
     
"We will meet with management to review the current challenging
operating environment, profitability expectations, and near-term
liquidity requirements before determining the impact on credit
quality," said Standard & Poor's credit analyst Catherine
Cosentino.


SOLECTRON CORPORATION: Shareholders OK Merger with Flextronics
--------------------------------------------------------------
Shareholders of both Solectron Corporation and Flextronics
International Ltd. have approved the completion of Flextronics's
proposed acquisition of Solectron.  

Solectron stockholders, at a special meeting of Solectron
stockholders, voted to adopt the Agreement and Plan of Merger,
dated as of June 4, 2007.

Flextronics shareholders, at the Flextronics Annual General
Meeting, approved the issuance of Flextronics ordinary shares in
the acquisition of Solectron.

As reported in the Troubled Company Reporter on June 6, 2007,
Solectron and Flextronics have entered into a definitive agreement
for Flextronics to acquire Solectron, creating the diversified and
provider of advanced design and vertically integrated electronics
manufacturing services.
    
Under the terms of the definitive agreement, unanimously approved
by the boards of directors of both companies, shareholders of
Solectron will receive total consideration valued at approximately
$3.6 billion, based on the closing price of Flextronics ordinary
shares on June 1, 2007.

Subject to customary closing conditions, Flextronics expects to
complete its acquisition of Solectron on Oct. 1, 2007.

                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.

                  About Solectron Corporation

Based in Milpitas, California, Solectron Corporation (NYSE: SLR)
-- http://www.solectron.com/-- provides complete product   
lifecycle services.  The company offers collaborative design and
new product introduction, supply chain management, lean
manufacturing and aftermarket services such as product warranty
repair and end-of-life support to customers worldwide.  The
company works with the providers of networking, computing,
telecommunications, storage, consumer, automotive, industrial,
medical, self-service automation and aerospace and defense
products.  The company's Lean Six Sigma methodology provides OEMs
with quality, flexibility, innovation and cost benefits that
improve competitive advantage.  Solectron operates in more than 20
countries on five continents.

                          *     *     *

Moody's Investor Services placed Solectron Corporation's long term
corporate family and probability of default ratings at'B1' in June
2007.  

In December 2006, Standard & Poor's assigned a 'BB-' rating on the
company's long term foreign and local issuer credit which still
hold to date.  The outlook is stable.


SPACEHAB INC: PMB Helin Donovan LLP Raises Going Concern Doubt
--------------------------------------------------------------
PMB Helin Donovan LLP in Houston, Tex., expressed substantial
doubt about Spacehab, Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended June 30, 2007.  The auditing firm
pointed that the company has sustained recurring losses and
negative cash flow from operations.

The company posted a $16,292,000 net loss on $52,762,000 of total
revenues for the year ended June 30, 2007, as compared with a
$12,397,000 net loss on $50,746,000 of total revenues in the prior
year.  The company also posted an operating loss of $12,830,000 at
June 30, 2007, compared with a $7,191,000 operating loss in the
prior year.

At June 30, 2007, the company's balance sheet showed $72,475,000
in total assets and $85,606,000 in total liabilities, resulting a
$13,131,000 stockholders' equity.  The company had a working
capital deficit of $5,545,000 at June 30, 2007.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?23c3

                       About Spacehab, Inc.

Webster, Tex.-based SPACEHAB, Inc. -- http://www.spacehab.com--  
provides commercial space products and services to NASA,
International space agencies, Department of Defense, and private
customers worldwide.  It develops and operates space flight
hardware assets, and provides manned and unmanned payload
processing services.  The company operates in three segments:
SPACEHAB Flight Services, Astrotech Space Operations, and SPACEHAB
Government Services.


SUTTER CBO: Fitch Affirms 'B' Rating on $20 Mil. Class B Notes
--------------------------------------------------------------
Fitch Ratings upgraded two classes and affirmed one class of notes
issued by Sutter CBO 1998-1 Ltd.  These rating actions are the
result of Fitch's review process and are effective immediately:

  -- $12,058,919 class A-3 notes upgraded to 'AA' from 'BBB';

  -- $24,117,839 class A-3L notes upgraded to 'AA' from 'BBB';

  -- $20,000,000 class B notes affirmed at 'B-/DR1' and removed   
     from Rating Watch Negative.

Sutter 1998-1 is a collateralized bond obligation managed by Wells
Fargo Bank, NA which closed Sept. 1, 1998.  The portfolio is
composed of high-yield bonds.  Included in this review, Fitch
discussed the current state of the portfolio with the asset
manager, and their portfolio management strategy going forward.  
In addition, Fitch conducted cash flow modeling utilizing various
default timing and interest rate scenarios to measure the
breakeven default rates going forward relative to the minimum
cumulative default rates required for the rated liabilities.

These upgrades are a result of amortization of the class A-3 and
A-3L notes and the full amortization of all notes senior to them.  
To date, the class A-3 and A-3L notes have been paid down by
approximately $8.8 million, representing 19.6% of their original
note balance.  Furthermore, the continued failure of the class A
overcollateralization test implies that future principal and
interest proceeds will be used to amortize the remaining class A-3
and A-3L notes.

The class B notes are not expected to receive any proceeds until
the class A-3 and A-3L notes have been paid in full.  The Rating
Watch Negative is being removed because the current ratings still
reflect the risk and recovery prospects of these notes.

Since the Jan. 11, 2005 review, the class A OC ratio has
increased to 135.37% from 112.47%, versus a current trigger of
140%, while the class B OC has decreased to 80.49% from 95.94%,
versus a current trigger of 110%, as of the September 4, 2007
trustee report.  The primary factor for the reduction in the class
B OC ratio is the deferring interest on the class B notes of
$11.47 million.  However, four additional defaults have also
contributed to the decline. The interest coverage ratio has been
reduced to 21.3% from 72.5% since the previous rating action.  The
IC ratio includes the class B deferred balance of $11.47 million
contributing to the reduction in the reported IC ratio.

As of the most recent trustee report available, there is
$50 million in performing collateral.

The ratings of the class A-3, and A-3L notes address the
likelihood that investors will receive full and timely payments
of interest, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.  The
ratings of the class B notes address the likelihood that investors
will receive ultimate and compensating interest payments, as per
the governing documents, as well as the stated balance of
principal by the legal final maturity date.


SWEET TRADITIONS: Section 341(a) Meeting Scheduled on Thursday
--------------------------------------------------------------
The U.S. Trustee for Region 13 will convene a meeting of creditors
of Sweet Traditions, L.L.C. and Sweet Traditions of Illinois,
L.L.C. at 2:00 p.m., on Oct. 4, 2007

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.

Saint Louis, Missouri-based Sweet Traditions, L.L.C. --
http://www.sweettraditions.com/-- and its debtor-affiliate, Sweet  
Traditions of Illinois, L.L.C., are franchisees of Krispy Kreme
Doughnuts, Inc, which owns, operates and franchises specialty
retail stores offering doughnuts.

The Debtors filed for Chapter 11 bankruptcy protection on Sept. 4,
2007 (E.D. Missouri Case Nos. 07-45787 and 07-45789).  David A.
Warfield, Esq. and Laura Toledo, Esq. at Blackwell Sanders, L.L.P.
represent the Debtors in their restructuring efforts.


SWEET TRADITIONS: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Sweet Traditions, L.L.C. and Sweet Traditions of Illinois, L.L.C.
submitted to the U.S. Bankruptcy Court for the Eastern District of
Missouri its schedules of assets and liabilities, disclosing:

     Name of Schedule                Assets      Liabilities
     ----------------             -----------    -----------
  A. Real Property                 $5,412,700                         
  B. Personal Property              3,978,475
  C. Property Claimed as
     Exempt                                            
  D. Creditors Holding
     Secured Claims
$42,035,777             
  E. Creditors Holding
     Unsecured Priority
     Claims                                          257,340  
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        9,259,015
                                  -----------    -----------
     TOTAL                         $9,391,175    $51,552,132

Saint Louis, Missouri-based Sweet Traditions, L.L.C. --
http://www.sweettraditions.com/-- and its debtor-affiliate, Sweet  
Traditions of Illinois, L.L.C., are franchisees of Krispy Kreme
Doughnuts, Inc, which owns, operates and franchises specialty
retail stores offering doughnuts.

The Debtors filed for Chapter 11 bankruptcy protection on Sept. 4,
2007 (E.D. Missouri Case Nos. 07-45787 and 07-45789).  David A.
Warfield, Esq. and Laura Toledo, Esq. at Blackwell Sanders, L.L.P.
represent the Debtors in their restructuring efforts.


SWEET TRADITIONS: Trustee Appoints Six-Member Creditors Committee
-----------------------------------------------------------------
Nancy J. Gargula, the U.S. Trustee for Region 13 appointed six
creditors to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Sweet Traditions, L.L.C. and Sweet Traditions
of Illinois, L.L.C.

The Committee members are:

     1. 175 Jackson LLC
        Attn.: R. Sean Murphy
        175 West Jackson Blvd., Suite 2250
        Chicago, IL 60604-2602
        Tel: (312) 781-2500
     2. Krispy Kreme Doughnut Corporation
        Attn.: Darryl Marsh
        370 Knollwood Street, Suite 500
        Winston-Salem, NC 27103
        Tel: (336) 726-8822

     3. The Riderwood Group Incorporated
        Attn.: Mitchell Fillet
        1107 Kenilworth Drive
        Towson, MD 21204
        Tel: (410) 825-5445

     4. Ryder Truck Rental, Inc.
        Attn.: Kevin P. Sauntry
        6000 Windward Parkway
        Alpharetta, GA 30005
        Tel: (770) 569-6511

     5. Total Logistic Control, LLC
        Attn.: Steven B. Pierson
        8300 Logistic Drive
        Zeeland, MI 49464
        Tel: (616) 748-0766

     6. Wilton Partners Tollway LLC
        Attn.: Scott Mayer
        11111 Santa Monica Blvd., Suite 500
        Los Angeles, CA 90025
        Tel: (310) 444-6377

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Saint Louis, Missouri-based Sweet Traditions, L.L.C. --
http://www.sweettraditions.com/-- and its debtor-affiliate, Sweet  
Traditions of Illinois, L.L.C., are franchisees of Krispy Kreme
Doughnuts, Inc, which owns, operates and franchises specialty
retail stores offering doughnuts.

The Debtors filed for Chapter 11 bankruptcy protection on Sept. 4,
2007 (E.D. Missouri Case Nos. 07-45787 and 07-45789).  David A.
Warfield, Esq. and Laura Toledo, Esq. at Blackwell Sanders, L.L.P.
represent the Debtors in their restructuring efforts.


TCF NATIONAL: Moody's Revises Outlook to Stable from Positive
-------------------------------------------------------------
Moody's Investors Service changed the rating outlook to stable
from positive on TCF National Bank.  The bank is rated A1 for
deposits and B- for financial strength.  TCF is the primary
operating subsidiary of TCF Financial Corporation, which is
unrated.

Moody's said that the positive outlook had been in place since
April 2006 and that it upgraded TCF's ratings during this period.  
In addition, the likelihood of further near-term change in TCF's
ratings has diminished as TCF's core profitability and asset
quality indicators have experienced modest deterioration in recent
periods.  Specifically, loan loss provisions have increased and
core earnings, excluding gains on the sale of branches and real
estate, are lower in 2007 when compared with the prior year.

Despite the outlook change, Moody's noted that TCF generates very
strong profit ratios because of good management focus on a
sustainable business model.  The business model is centered on
gathering low-cost deposits and investing the proceeds into higher
yielding assets, primarily home-equity and commercial real estate
loans and commercial equipment finance loans and leases.  Although
credit costs may worsen in a more challenging credit environment,
Moody's expects any future increase in loan losses to be mitigated
by the company's solid underwriting and credit controls.

TCF Financial Corporation, headquartered in Wayzata, Minnesota,
reported total assets of $15 billion as of June 30, 2007.


THE 640 CLUB: Case Summary & Eight Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Club, The 640
        aka The 640 Club
        P.O. Box 2505
        Elizabeth, NJ 07207

Bankruptcy Case No.: 07-23893

Chapter 11 Petition Date: September 27, 2007

Court: District of New Jersey (Newark)

Debtor's Counsel: Bruce E. Baldinger, Esq.
                  Baldinger and Levine, L.L.C.
                  P.O. Box 8017
                  Somerville, NJ 08876
                  Tel: (908) 218-0060
                  Fax: (908) 707-4509

Total Assets: $1,421,000

Total Debts:    $510,304

Debtor's Eight Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
Active Builders, Inc.                                    $194,000
184 South Livingston Avenue
Livingston, NJ

North Eastern Equities                                   $169,000

Wachovia Bank                                             $50,000

Citenni Meats                                             $49,000

City of Elizabeth                                         $29,203

Bank of America                                           $13,328

Liberty Water Company                                      $4,973

State of New Jersey                                            $0


TOMMY RAY: Case Summary & Three Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Tommy F. Ray Revocable Living Trust dated Oct. 29, 2002
        aka Revocable Living Trust Agreement of Tommy F. Ray
         dated Oct. 29, 2002
        dba Memoryville USA
        6034 South F.R. 193
        Rogersville, MO 65742

Bankruptcy Case No.: 07-61385

Chapter 11 Petition Date: September 26, 2007

Court: Western District of Missouri (Springfield)

Debtor's Counsel: David E. Schroeder, Esq.
                  1524 East Primrose Street, Suite A
                  Springfield, MO 65804-7915
                  Tel: (417) 890-1000
                  Fax: (417) 886-8563

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
   ------                      ---------------       ------------
Utility Equipment Sales        purchase & return          $25,000
6657 West U.S. Highway 60      of equipment
Republic, MO 65738

Ashcraft and Associates, Inc.  purchase &return           $25,000
and Dennis Ashcraft            of equipment
5759 South Farm Road 115
Republic, MO 65738

Right Choice Realty Co.,       disputed commission        $20,000
L.L.C. and Jon Jordin
1344 South Bishop Road
Rolla MO 65401


USEC INC: Amends Credit Facility to Increase Shares
---------------------------------------------------
USEC Inc. and United States Enrichment Corporation, subsidiary of
the company, entered into an amendment to the Aug. 18, 2005,
Amended and Restated Revolving Credit Agreement by and among the
company, United States Enrichment Corporation, the lenders parties
thereto, JPMorgan Chase Bank N.A., as administrative and
collateral agent, and the other financial institutions, to
increase the number of authorized Series A Junior Participating
Preferred Stock from 100,000 shares to 200,000 shares.

On Sept. 21, 2007, the company filed with the Department of State
of the State of Delaware a Certificate of Increase to the
Certificate of Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock.

The certificate of increase, which was authorized by the company's
board of directors pursuant to Article Fourth of the company's
certificate of incorporation and Section 151(g) of the Delaware
General Corporation Law.

The increase in the number of authorized Series A Shares will
ensure that:

   -- in the event such Series A Shares were issued in
      connection with the common stock rights under the
      company's rights agreement adopted on April 24, 2001;

   -- a sufficient number of Series A Shares would be available
      for satisfaction upon issuance of such rights.  

The certificate of increase was effective as of Sept. 21, 2007.

The amendment specifically:

   -- permits the issuance of the senior convertible notes,
      pursuant to an indenture entered into between the company
      and Wells Fargo Bank N.A., as trustee;

   -- permits any conversion of the convertible notes into the
      company's common stock;
   
   -- facilitates the payment of cash of any fractional shares
      remaining after any conversion of the convertible notes.  

   -- provides that the occurrence of a fundamental change
      under the indenture will result in an event of default
      under the credit agreement, subject to the expiration of
      any applicable grace or cure periods set forth in the
      indenture.

                       About USEC Inc.

Headquartered in Bethesda, Maryland, USEC, Inc. (NYSE: USU) --
http://www.usec.com/-- is a supplier of low enriched uranium to  
nuclear power plants and is the exclusive executive agent for the
U.S. Government under the Megatons to Megawatts program with
Russia.

                         *     *     *

In April 2007, Moody's placed the company's senior unsecured debt
rating at 'Caa2' and probability of default rating at 'B3'.  The
outlook is negative.  These ratings still hold to date.


VICORP RESTAURANTS: Weakening Liquidity Cues S&P to Junk Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Denver-
based VICORP Restaurants Inc., including the corporate credit
rating, to 'CCC+' from 'B-'.  The outlook is negative.

"The rating action is based on the company's weakening liquidity,"
said Standard & Poor's credit analyst Charles Pinson-Rose, "and
our concern that it will fail to comply with the covenants of its
senior secured credit facility, given its poor operating trends."  
At the end of the company's third fiscal quarter, the amount of
excess adjusted EBITDA for covenant purposes was approximately
$1 million.

While VICORP amended its credit facility on July 24, 2007, to
lower the trailing adjusted EBITDA covenant to $24 million from
$28 million, profitability has declined significantly as EBITDA
has declined $12.9 million through the first three quarters of
fiscal 2007 versus 2006.  "If the poor performance continues, we
think that VICORP will breach this covenant in the coming
quarters," added Mr. Pinson-Rose.


WENDY'S INT'L: Franchisee Cedar Enterprises Joins Bidding Race
--------------------------------------------------------------
Cedar Enterprises Inc., a Columbus, Ohio-based franchisee which
owns 134 Wendy's restaurants, has entered the bidding war for
Wendy's International Inc. with Kelso & Co. and Oak Hill Capital
Partners, various papers report.

According to the papers, J. David Karam, president of Cedar, whose
proposal was undisclosed, said he and his partners have been
invited by Wendy's to a second round of talks next month.

Citing the Wall Street Journal, the Troubled Company Reporter
reported on Sept. 27, 2007, that Fidelity National Financial,
Thomas H. Lee Partners LP, Oaktree Capital Management LP, and Ares
Management joined to make a bid for Wendy's International.

After Triarc Cos., more than a dozen parties have signed
confidentiality agreements and expressed interest in participating
in the sale process for Wendy's.

Triarc chairman Nelson Peltz sent a letter asking the Wendy's
special committee working on the sale to consider his company's
purchase offer.  In his letter, Mr. Peltz dislosed that Triarc's
offer could range from $37 to $41 per share, which could increase
further depending on due diligence results.

Headquartered in Dublin, Ohio, Wendy's International Inc. (NYSE:
WEN) -- http://www.wendysintl.com/-- and its subsidiaries  
operate, develop, and franchise a system of quick service and fast
casual restaurants in the Americas, Asia, the Pacific Rim, Europe
and the Middle East.

                          *     *     *

As reported in the Troubled Company Reporter on June 21, 2007,
Moody's Investors Service lowered all ratings of Wendy's
International, Inc. and placed all ratings on review for further
possible downgrade.  Affected ratings include the company's
Ba2 corporate family rating which was lowered to Ba3 and
its (P)B1 preferred stock shelf rating which was lowered to (P)B2.

Additionally, Standard & Poor's Ratings Services lowered its
corporate credit and senior unsecured debt ratings on Wendy's
International Inc. to 'BB-' from 'BB+'.  All ratings remain on
CreditWatch with negative implications, where they were placed
on April 26, 2007.


* S&P Takes Rating Actions on Various Synthetic CDO Transactions
----------------------------------------------------------------
Standard & Poor's Ratings Services took rating actions on various
U.S. synthetic CDO transactions.  S&P:

    * raised two ratings and removed them from CreditWatch
      positive;

    * raised seven ratings;

    * lowered 42 ratings and removed them from CreditWatch
      negative;

    * lowered seven ratings and left them on CreditWatch negative;
      lowered four ratings;

    * affirmed 12 ratings and removed them from CreditWatch
      negative;

    * affirmed one rating and removed it from CreditWatch
      positive;

    * placed five ratings on CreditWatch negative; and

    * withdrew two ratings due to an early termination of the
      notes.
     
The ratings on all of the classes that had been previously placed
on CreditWatch negative or CreditWatch positive were reviewed to
determine the appropriate rating action.  If the synthetic rated
overcollateralization ratio was above 100% at the next higher
rating level, S&P raised the rating on the tranche.  If the SROC
ratio was lower than 100% at the current date and at a 90-day-
forward projected date, S&P lowered the rating on the tranche.  
S&P affirmed ratings on classes that had SROC ratios above 100% at
the current rating levels.


                          Ratings List

                       ABACUS 2007-AC1 Ltd.

                                       Rating
                                        -----
            Class                 To              From
            -----                 --              ----
            A-2                   AA+             AAA/Watch Neg   

                      ABSpoke 2005-IVA Ltd.

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            ABSpoke               AA              AAA/Watch Neg   

                             ARLO VI
                      Series 2006-5 (SABS)

                                         Rating
                                         ------
            Class                 To               From
            -----                 --               ----
            Notes                 A               A+/Watch Neg

                    Corsair (Jersey) No.4 Ltd.
                             Series 10

                                          Rating
                                          ------
            Class                 To                From
            -----                 --                ----
            Notes                 AA+            AAA/Watch Neg

                      Credit Default Swap
                Swap Risk Rating-Protection Buyer,
                     CDS Reference #CA1119131

                                        Rating
                                        ------
            Class                 To                From
            -----                 --                ----
            Tranche               Asrb          A+srb/Watch Neg

                      Credit Default Swap
                Swap Risk Rating-Protection Buyer,
                     CDS Reference #Torino II

                                       Rating
                                       ------
            Class                 To              From
            -----                 --              ----
            Tranche               A-srb      AAsrb/Watch Neg

                         Eirles Two Ltd.

                                        Rating
                                        ------
            Class                 To               From
            -----                 --               ----
            Series 243            A-            A/Watch Neg
            Series 244            BBB-          BBB/Watch Neg
            Series 247            A-            A/Watch Neg

                            Ixion PLC
                       Series 4, 5, 6, & 7

                                      Rating
                                      ------
          Class                 To              From
          -----                 --              ----
          4                     BBB-            BBB/Watch Neg
          5                     A-              A/Watch Neg
          6                     A+              AA-/Watch Neg
          7                     BBB-            BBB/Watch Neg

                           Ixion PLC
                    Matrix 2007-1 Series 20

                                       Rating
                                       ------
          Class                 To                From
          -----                 --                ----
          B                     A+            AA/Watch Neg
          C                     A             A+/Watch Neg
          D                     A             A+/Watch Neg
          E                     BBB+          A-/Watch Neg
          F                     BBB+          A-/Watch Neg
          G                     BBB           BBB+/Watch Neg
          I                     A+            AA/Watch Neg

                    Jefferson Valley CDO SPC
                          Series 2006-1

                                  Rating
                                  ------
                  Class       To          From
                  -----       --          ----
                  B-1         BBB         BBB+/Watch Neg
                  B-2         BBB         BBB+/Watch Neg

                       Kiwi I (CDO) Ltd.

                                    Rating
                                    ------
                  Class        To            From
                  -----        --            ----
                  C            AA-            A-/Watch Pos

                      Magnolia Finance II
                        Series 2006-8F

                                    Rating
                                    ------
                 Class         To             From
                 -----         --             ----
                 Series F      BB             BB+/Watch Neg

                    Morgan Stanley Aces SPC
                         Series 2005-25

                                    Rating
                                    ------
                Class          To             From
                -----          --             ----
                Sc Fltg Rt Nt  BBB+            A-/Watch Neg

                    Morgan Stanley ACES SPC
                          Series 2006-1

                                    Rating
                                    ------
                Class          To             From
                -----          --             ----
                Scrd Nts              AA+             AA  

                     Morgan Stanley Aces SPC
                          Series 2006-3

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           IA                    A-/Watch Neg    A/Watch Neg
           IB                    A-/Watch Neg    A/Watch Neg
           IC                    A-/Watch Neg    A/Watch Neg

                     Morgan Stanley Aces SPC
                           Series 2006-4

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           IIA                   BBB-            BBB/Watch Neg

                     Morgan Stanley Aces SPC
                          Series 2006-5

                                       Rating
                                       ----
           Class                 To              From
           -----                 --              ----
           IA                    A/Watch Neg     A+/Watch Neg

                     Morgan Stanley Aces SPC
                          Series 2006-7

                                        Rating
                                        ------
           Class                 To              From
           -----                 --              ----
           IA                    A-/Watch Neg    A/Watch Neg

                     Morgan Stanley ACES SPC
                          Series 2006-9

                                        Rating
                                        ------
           Class                 To              From
           -----                 --              ----
           II                    BBB             BBB+/Watch Neg

                     Morgan Stanley ACES
                        Series 2006-15

                                        Rating
                                        ------
           Class                 To                From
           -----                 --                ----
           I                     AAA/Watch Neg     AAA
           IIA                   AA/Watch Neg      AA
           IIB                   AA/Watch Neg      AA

                     Morgan Stanley ACES
                       Series 2006-16

                                        Rating
                                        ------
           Class                 To               From
           -----                 --               ----
           IIA                   A                A+/Watch Neg

                       Morgan Stanley ACES
                         Series 2006-20

                                        Rating
                                        ------
           Class                 To               From
           -----                 --               ----
           IA                    AAA              AAA/Watch Neg

                       Morgan Stanley ACES
                         Series 2006-21

                                       Rating
                                       ------
           Class                 To               From
           -----                 --               ----
           IIA                   A                A+/Watch Neg

                      Morgan Stanley ACES SPC
                           Series 2006-23

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           IA                    AA+             AAA/Watch Neg   
           IB                    AA+             AAA/Watch Neg   
           IIA                   AA-             AA/Watch Neg

                       Morgan Stanley ACES
                         Series 2006-24

                                       Rating
                                       ------
           Class                 To               From
           -----                 --               ----
           IA                    AAA             AAA/Watch Neg
           II                    BBB             BBB/Watch Neg

                     Morgan Stanley ACES SPC
                          Series 2007-2

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           AI                    AA+/Watch Neg   AA+
           AII                   AA+/Watch Neg   AA+
           IA                    AA              AA+/Watch Neg
           IB                    AA              AA+/Watch Neg
           IIA                   A+              AA-
           IIB                   A+              AA-
           IIC                   A+              AA-
           IID                   A+              AA-

                  Morgan Stanley Managed ACES SPC
                           Series 2007-5

                                        Rating
                                        ------
           Class                 To                From
           -----                 --                ----
           III SrB               AAA               AA/Watch Pos
           IIIA                  AAA               AA
           IIIF                  AAA               AA
           IIIH                  AAA               AA
           IIII                  AAA               AA
           IIIJ                  AAA               AA

                    Morgan Stanley ACES SPC
                         Series 2007-6

                                        Rating
                                        ------
           Class                 To                From
           -----                 --                ----
           IIA                   AA+            AA/Watch Neg
           IIIA                  AA-            AA/Watch Neg

                   Morgan Stanley Aces SPC
                        Series 2007-13

                                        Rating
                                        ------
           Class                 To              From
           -----                 --              ----
           IA                    AAA             AAA/Watch Neg
           IIA                   AA+             AA+/Watch Neg
           IIB                   AA+             AA+/Watch Neg
           IIIA                  AA-             AA-/Watch Neg
           IIIB                  AA-             AA-/Watch Neg

                       PARCS Master Trust
                   Series 2007-16 Emory Units

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Units                 BBB+            A-/Watch Neg

                       PARCS Master Trust
                   Series 2007-3 Calvados Units

                                        Rating
                                        ------
           Class                 To              From
           -----                 --              ----
           Trust units           AA-             AA-/Watch Neg

                       PARCS Master Trust
                  Series 2007-4 Calvados Units

                                        Rating
                                        ------
           Class                 To              From
           -----                 --              ----
           Trust units           AA              AA/Watch Neg

                       PARCS Master Trust
                  Series 2007-5 Calvados Units

                                        Rating
                                        ------
           Class                 To              From
           -----                 --              ----
           Trust units           A+              AAA/Watch Neg

                       PARCS Master Trust
                  Series 2007-6 Calvados Units
       
                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Trust units           A               AA/Watch Neg

                       PARCS Master Trust
                  Series 2007-7 Calvados Units

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Trust units           AAA             AAA/Watch Neg

                        PARCS Master Trust
                   Series 2007-8 Calvados Units

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Trust units           AA              AA/Watch Neg

               Primus Managed PRISMS 2004-1 Ltd.
                         Series 2004-1

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           A-F                   A-              BBB+

             REPACS Trust Series 2006 Mount Ventoux

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Debt Units            BBB+            A-/Watch Neg

      Series 2006-1 Segregated Portfolio of Stowe CDO SPC

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           A                     A               A+/Watch Neg

                  STRATA Trust Series 2006-17

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Notes                 AA-             AA/Watch Neg

                      Terra CDO SPC Ltd.
               Series 2007-1 SEGREGATED PORT

                                       Rating
                                       ------
           Class                 To                From
           -----                 --                ----
           A1                    AA-/Watch Neg     AA/Watch Neg

         TIERS Derby Synthetic CDO Floating Rate Credit
                  Linked Trust Series 2007-16

                                        Rating
                                        ------
           Class                 To                From
           -----                 --                ----
           2007-16               AA-            AA-/Watch Pos

        TIERS Missouri Floating Rate Credit Linked Trust
                         Series 2007-1

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Certs                 A+              AA-/Watch Neg

                          Tribune Ltd.
                           Series 34

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Tranche               NR              AAA

                          Tribune Ltd.
                           Series 35

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Tranche               NR              AA-

                          Tribune Ltd.
                           Series 39

                                        Rating
                                        ------
           Class                 To              From
           -----                 --              ----
           Tranche               AA-/Watch Neg   AA/Watch Neg


                       NR — Not rated.


* BOND PRICING: For the Week of Sept. 24 – Sept. 28, 2007
---------------------------------------------------------

Issuer                              Coupon   Maturity  Price
------                              ------   --------  -----
ABC Rail Product                     10.500%  01/15/04      0
ABC Rail Product                     10.500%  12/31/04      0
Acme Metals Inc                      12.500%  08/01/02      0
Alesco Financial                      7.625%  05/15/27     72
Allegiance Tel                       11.750%  02/15/08     52
Amer & Forgn Pwr                      5.000%  03/01/30     63
Amer Color Graph                     10.000%  06/15/10     71
Ames Dept Stores                     10.000%  04/15/06      0
Antigenics                            5.250%  02/01/25     69
Atherogenics Inc                      1.500%  02/01/12     33
Atherogenics Inc                      4.500%  03/01/11     47
Atlantic Coast                        6.000%  02/15/34      4
Bank New England                      8.750%  04/01/99      9
Bank New England                      9.875%  09/15/99      8
BearingPoint Inc                      2.750%  12/15/24     74
Beazer Homes USA                      4.625%  06/15/24     73
Beyond.Com                            7.250%  12/01/03      0
Big City Radio                       11.250%  03/15/05      0
Bowater Inc                           6.500%  06/15/13     75
Buffets Inc                          12.500%  11/01/14     73
Burlington North                      3.200%  01/01/45     53
Calpine Gener Co                     11.500%  04/01/11     32
Clark Material                       10.750%  11/15/06      0
Clear Channel                         5.500%  12/15/16     75
Collins & Aikman                     10.750%  12/31/11      2
Color Tile Inc                       10.750%  12/15/01      0
Columbia/HCA                          7.500%  11/15/95     74
Complete Mgmt                         8.000%  08/15/03      0
Comprehensive Care                    7.500%  04/15/10     60
CompuCredit                           5.875%  11/30/35     71
Curagen Corp                          4.000%  02/15/11     65
Dana Corp                             7.000%  03/15/28     72
Decode Genetics                       3.500%  04/15/11     69
Decode Genetics                       3.500%  04/15/11     69
Delphi Corp                           6.197%  11/15/33     61
Delphi Corp                           8.250%  10/15/33     72
Delta Air Lines                       8.000%  12/01/15     65
Delta Mills Inc                       9.625%  09/01/07     15
Duquesne Light                        6.250%  08/15/35     72
Dura Operating                        8.625%  04/15/12     45
Dura Operating                        9.000%  05/01/09      3
Dyersburg Corp                        9.750%  09/01/07      0
E. Spire Comm Inc                    10.625%  07/01/08      0
Eagle Food Centr                     11.0005  04/15/05      0
Empire Gas Corp                       9.000%  12/31/07      0
Encysive Pharma                       2.500%  03/15/12     67
Epix Medical Inc                      3.000%  06/15/24     75
Exodus Comm Inc                      11.625%  07/15/10      0
Fedders North Am                      9.875%  03/01/14     17
Finova Group                          7.500%  11/15/09     20
Finlay Fine Jwly                      8.375%  06/01/12     74
Ford Motor Co                         6.375%  02/01/29     71
Ford Motor Co                         6.625%  02/15/28     73
Ford Motor Co                         6.625%  10/01/28     73
Ford Motor Co                         7.125%  11/15/25     74
Ford Motor Co                         7.400%  11/01/46     73
Ford Motor Co                         7.700%  05/15/97     73
Ford Motor Co                         7.750%  06/15/43     75
Gulf States STL                      13.500%  04/15/03      0
Hines Nurseries                      10.250%  10/01/11     72
HNG Internorth                        9.625%  03/15/06     28
Iridium LLC/CAP                      10.875%  07/15/05      3
Iridium LLC/CAP                      11.250%  07/15/05      3
Iridium LLC/CAP                      13.000%  07/15/05      3
Iridium LLC/CAP                      14.000%  07/15/05      3
K Hovnanian Entr                      7.750%  05/15/13     73
K Mart Funding                        8.800%  07/01/10      8
K Mart Funding                        9.440%  07/01/18      3
Kaiser Aluminum                       9.875%  02/15/02      0
Kaiser Aluminum                      12.750%  02/01/03      6
Kellstrom Inds                        5.500%  06/15/03      0
Kellstrom Inds                        5.750%  10/15/02      0
Kimball Hill Inc                     10.500%  12/15/12     70
Kmart Corp                            9.780%  01/05/20      0
Lehman Bros Holding                   5.850%  11/08/30     73
Lehman Bros Holding                  10.000%  10/30/13     71
Lehman Bros Holding                  11.000%  10/25/17     72
Liberty Media                         3.750%  02/15/30     59
Liberty Media                         4.000%  11/15/29     64
Lifecare Holding                      9.250%  08/15/13     70
LTV Corp                              8.200%  09/15/07      0
McSaver Financl                       7.400%  02/15/02      0
McSaver Financl                       7.875%  08/01/03      0
MediaNews Group                       6.375%  04/01/14     72
MediaNews Group                       6.875%  10/01/13     74
Merisant Co                           9.500%  07/15/13     70
MHS Holdings Co                      16.875%  09/22/04      0
Missuori Pac RR                       5.000%  01/01/45     71
Motorola Inc                          5.220%  10/01/97     72
Movie Gallery                        11.000%  05/01/12     37
Muzak LLC                             9.875%  03/15/09     54
Neff Corp                            10.000%  06/01/15     72
New Orl Grt N RR                      5.000%  07/01/32     62
Northern Pacific RY                   3.000%  01/01/47     50
Northern Pacific RY                   3.000%  01/01/47     50
Northwest Steel & Wire                9.500%  06/15/01      0
NTK Holdings Inc                     10.750%  03/01/14     65
Oakwood Homes                         7.875%  03/01/04     13
Oscient Pharma                        3.500%  04/15/11     62
Outboard Marine                       7.000%  07/01/02      0
Outboard Marine                       9.125%  04/15/17      9
Pac-West Telecom                     13.500%  02/01/09      3
Pac-West Telecom                     13.500%  02/01/09      4
PCA LLC/PCA FIN                      11.875%  08/01/09      6
Pegasus Satellite                    13.500%  03/01/07      0
Piedmont Aviat                       10.250%  01/15/49      0
Piedmont Aviat                       10.250%  01/15/49      0
Pixelworks Inc                        1.750%  05/15/24     75
Polaroid Corp                        11.500%  02/15/06      0
Pope & Talbot                         8.375%  06/01/13     50
Pope & Talbot                         8.375%  06/01/13     40
Primus Telecom                        3.750%  09/15/10     68
Primus Telecom                        8.000%  01/15/14     68
Pulte Homes Inc                       6.000%  02/15/35     73
Rait Financial                        6.875%  04/15/27     69
Read-Rite Corp                        6.500%  09/01/04      0
Realogy Corp                         12.375%  04/15/15     75
Reliance Grp Hld                      9.000%  11/15/00      0
RJ Tower Corp.                       12.000%  06/01/13      3
Rotech HealthCare                     9.500%  04/01/12     64
Saint Acquisition                    12.500%  05/15/17     68
ServiceMaster Co                      7.100%  03/01/18     68
ServiceMaster Co                      7.250%  03/01/38     69
ServiceMaster Co                      7.450%  08/15/27     71
Scotia Pac Co                         6.550%  01/20/07     50
SLM Corp                              5.000%  06/15/28     72
SLM Corp                              5.250%  12/15/28     74
SLM Corp                              5.350%  06/15/28     73
SLM Corp                              5.400%  03/15/23     73
SLM Corp                              5.400%  06/15/30     73
SLM Corp                              5.500%  06/15/29     72
SLM Corp                              5.500%  06/15/29     72
SLM Corp                              5.500%  06/15/29     71
SLM Corp                              5.500%  03/15/30     70
SLM Corp                              5.500%  12/15/30     71
SLM Corp                              5.550%  06/15/25     71
SLM Corp                              5.600%  12/15/28     72
SLM Corp                              5.650%  03/15/29     71
SLM Corp                              5.650%  12/15/29     72
SLM Corp                              5.650%  12/15/29     74
SLM Corp                              5.650%  03/15/30     73
SLM Corp                              5.650%  09/15/30     74
SLM Corp                              5.700%  03/15/29     74
SLM Corp                              5.700%  03/15/29     71
SLM Corp                              5.700%  03/15/29     74
SLM Corp                              5.700%  03/15/30     75
SLM Corp                              5.700%  03/15/30     70
SLM Corp                              5.750%  03/15/29     74
SLM Corp                              5.750%  03/15/29     72
SLM Corp                              5.750%  06/15/29     73
SLM Corp                              5.750%  09/15/29     73
SLM Corp                              5.750%  09/15/29     73
SLM Corp                              5.750%  12/15/29     71
SLM Corp                              5.750%  12/15/29     70
SLM Corp                              5.750%  03/15/30     73
SLM Corp                              5.750%  03/15/30     73
SLM Corp                              5.800%  12/15/29     75
SLM Corp                              6.000%  06/15/26     75
SLM Corp                              6.000%  06/15/29     74
SLM Corp                              6.000%  09/15/29     75
SLM Corp                              6.000%  12/15/31     71
SLM Corp                              6.000%  12/15/31     74
Spacehab Inc                          5.500%  10/15/10     56
Spansion Llc                          2.250%  06/15/16     73
Standard Pacific                      9.250%  04/15/12     70
Stanley-Martin                        9.750%  08/15/15     70
Tenet Healthcare                      6.875%  11/15/31     74
Times Mirror Co                       6.610%  09/15/27     63
Times Mirror-New                      7.500%  07/01/23     69
Tom's Foods Inc                      10.500%  11/01/04      1
Tousa Inc                             7.500%  03/15/11     28
Tousa Inc                             7.500%  01/15/15     26
Tousa Inc                             9.000%  07/01/10     68
Tousa Inc                             9.000%  07/01/10     67
Tousa Inc                            10.375%  07/01/12     35
TransTexas Gas                       15.000%  03/15/05      0
Tribune Co                            5.250%  08/15/15     70
True Temper                           8.375%  09/15/11     56
United Air Lines                      9.350%  04/07/16     43
Universal Stand                       8.250%  02/01/06      0
US Air Inc.                          10.700%  01/01/49      0
US Air Inc.                          10.800%  01/01/49      0
Venture Holdings                     12.000%  06/01/09      0
Vesta Insur Grp                       8.750%  07/15/25      2
Vicorp Restaurant                    10.500%  04/15/11     65
Wachovia Corp                         9.250%  04/10/08     60
Wachovia Corp                        12.500%  03/05/08     74
Wachovia Corp                        15.500%  12/05/07     70
WCI Communities                       6.625%  03/15/15     73
Weirton Steel                        10.750%  06/01/05      0
Werner Holdings                      10.000%  11/15/07      1
Westpoint Steven                      7.875%  06/15/05      0
William Lyon                          7.500%  02/15/14     70
William Lyon                          7.625%  12/15/12     70
Winstar Comm Inc                     10.000%  03/15/08      0
Winstar Comm Inc                     12.750%  04/15/10      0
Winstar Comm                         14.000%  10/15/05      0
Wornick Co                           10.875%  07/15/11     70
Ziff Davis Media                     12.000%  08/12/09     30

                             *********

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,
Joseph Martirez, and Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

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