TCR_Public/071018.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, October 18, 2007, Vol. 11, No. 247

                             Headlines

ADELPHIA COMMUNICATIONS: Wants to Appeal Lucent Claim Ruling
ADVANCED MARKETING: Wants More Time to Decide on Remaining Lease
AES CORP: Commences Cash Tender Offer for $1.24 Bil. Senior Notes
AIRBORNE HEALTH: S&P Upgrades Ratings to B- from CCC+
AMP'D MOBILE: $2.2MM Sale of Handset Inventory to Cellupage OK'd

AMSCAN HOLDINGS: S&P Retains 'BB-' Bank Loan Rating
ARMINTIA BURROW: Case Summary & Five Largest Unsecured Creditors
AVADO BRANDS: Court Approves Klee Tuchin as Bankruptcy Counsel
AVADO BRANDS: Court Okays Trenwith as Panel's Financial Advisor
BAUSCH & LOMB: Moody's Withdraws Caa1 Rating on $350 Mil. Notes

BCBG MAX: S&P Affirms 'B-' Corporate Credit Rating
BEAR STEARNS: Fitch Affirms Low-B Ratings on Six Cert. Classes
BEAZER HOMES: 68% of Home Buyers Cancel Orders
BELL MICRO: Expects 3rd Q. Revenue of Between $1.015 to $1.025 BB
BON-TON STORES: Third Quarter Results To Be Below Projections

BOSTON SCIENFIFIC: To Reduce Workforce by 2,300 Worldwide
CALIFORNIA STEEL: Earns $1.8 Million in Quarter Ended Sept. 30
CAREY INTERNATIONAL: S&P Withdraws Ratings at Company's Request
CATALYST PAPER: S&P Lowers Ratings to B with Negative Outlook
CHARMING SHOPPES: S&P Affirms 'BB-' Corporate Credit Rating

COMPASS MINERALS: Receives Consents on $120MM 12.75% Senior Notes
COMVERSE TECHNOLOGY: Updates Organizational Appointments
CONSOLIDATED COMMS: S&P Rates $950MM Secured Bank Loan at BB-
COOPER COMPANIES: Moody's Revises Rating Outlook to Negative
COUNTRYWIDE FIN'L: Will Incur $125-$150 Mil. Restructuring Charge

CSFB HOME: Poor Collateral Performace Cues S&P to Lower Ratings
DELTA AIR: S&P Holds Ratings and Revises Outlook to Positive
DEUTSCHE MORTGAGE: Fitch Affirms B+ Rating on Class J Certificates
E*TRADE FIN'L: Posts $58 Million Net Loss in Qtr. Ended Sept. 30
EDISON HOTELS: Files List of 20 Largest Unsecured Creditors

EMMIS COMMUNICATIONS: S&P Revises Outlook to Neg. from Stable
FEDDERS CORP: Committee Wants To Hire Brown Rudnick as Counsel
FEDDERS CORP: Panel Taps Greenberg Traurig as Delaware Counsel
FEDDERS CORP: Panel Wants Lowenstein Sandler as Special Counsel
FIRST DATA: Moody's Rates $3.75 Billion Senior Notes at B3

FIRST MAGNUS: Unsecured Creditors to Get Cash Payouts Under Plan
FIRST MAGNUS: Committee Supports Request to Deny BofA's Objection
FIRST UNION: Moody's Affirms Junk Ratings on Two Cert. Classes
FORD MOTOR: Continues Low-Level Contract Talks with UAW
GENERAL MOTORS: To Cut 767 Jobs at Hammtramck Plant in December

GENERAL MOTORS: New UAW Terms Cue Moody's Positive Outlook
GLOBAL POWER: Wants Court to Approve Plan Support Agreement
GLOBAL POWER: Exclusive Plan-Filing Period Extended to October 24
GMAC LLC: Financial Services Unit Restructures Mortgage Operations
GMAC LLC: Moody's Affirms Ba1 Senior Unsecured Rating

GO BONDS: S&P Puts 'B' Rating on $150.345 Mil. Series 2007A Bonds
GOODYEAR TIRE: Conversion Period for Conv. Notes Ends Dec. 31
GRANT FOREST: Deteriorating Liquidity Cues S&P to Cut Rating
HEARST-ARGYLE: Fitch Holds BB Rating on Preferred Securities
HELLER FINANCIAL: Moody's Holds Caa2 Rating on Class M Certs.

HOGGAN ESTATES: Voluntary Chapter 11 Case Summary
HOUGHTON INTERNATIONAL: AEA Deal Cues Moody's to Review Ratings
HOUGHTON INTERNATIONAL: S&P Places Ratings Under Negative Watch
ION MEDIA: Weak Credit Metrics Cue Moody's to Cut Ratings
J.P. MORGAN: Fitch Holds Low-B Ratings on Three Cert. Classes

LENNOX INT'L: Increases Revolving Credit Facility to $650 Million
LEVEL 3: Completes Purchase of AT&T Inc.'s BellSouth Assets
LIONEL LLC: Files Joint Amended Chapter 11 Reorganization Plan
LIONEL LLC: Court Issues Bridge Order Extending Exclusive Periods
LORUS THERAPEUTICS: Earns CDN$4.0 Million in Qtr. Ended Aug. 31

MC COLLEYVILLE: Files List of Three Largest Unsecured Creditors
MERRILL LYNCH: Moody's Affirms Low-B Ratings on Six Certificates
MERRILL LYNCH: Moody's Rates Class B-4 Certs. at Ba1
MICHAEL PRYOR: Case Summary & 20 Largest Unsecured Creditors
MILLARD STAR: Case Summary & Three Largest Unsecured Creditors

MIRACLE CANDLE: Voluntary Chapter 11 Case Summary
MONEY STORE: Adequate Credit Support Cues S&P to Hold Ratings
MSGI SECURITY:  Amper Politziner Raises Going Concern Doubt
MTI TECHNOLOGY: Files for Chapter 11 Bankruptcy Protection
MTI TECH: Selling European Units to Zinc Holdings for $5.5 Mil.

MTI TECHNOLOGY: Case Summary & 19 Largest Unsecu20d Creditors
NAVY YARD: Involuntary Chapter 11 Case Summary
NEIL MILLER: Case Summary & 18 Largest Unsecured Creditors
NEXINNOVATIONS INC: Inks Pact to Sell Services Unit to Brains II
NEXINNOVATIONS INC: CEO H. Kelly Blames Tech Data over Bankruptcy

NEXINNOVATIONS INC: Softchoice & Brains II To Give Service Support
OMEGA HEALTHCARE: Board Declares $0.28/Share Common Stock Dividend
OWNIT MORTGAGE: Court Extends Plan Confirmation Hearing to Dec. 19
PACIFIC LUMBER: Plan Creates $200MM More Debt, Noteholders Say
POPE & TALBOT: Further Extends Lender Pact on Covenant Default

PRICELINE.COM(R): Names Thomas Trotta as Senior Vice President
PROJECT FUNDING: Fitch Downgrades Ratings on Four Note Classes
PROVIDENTIAL HOLDINGS:  Kabani & Co. Raises Going Concern Doubt
RALI SERIES 2007: Moody's Puts Low-B Ratings on Two Cert. Classes
RENAISSANCE HOME: S&P Junks Ratings on Three Cert. Classes

RESIDENTIAL CAPITAL: Restructuring Plan to Cut Workforce by 25%
RITCHIE (IRELAND): Exclusive Plan Filing Period Moved to Jan. 16
SAKS INC: Reports $307.4 Million Sales in 5-weeks Ended Oct. 6
SAN TAN: Files List of Four Largest Unsecured Creditors
SENTINEL MGT: Ch. 11 Trustee Wants Removal of Actions Period Moved

SOURCE MAGAZINE: Emerges From Bankruptcy in New York
STEEL DYNAMICS: Earns $101 Million in Quarter Ended Sept. 30
SWIFT MASTER: Fitch Rates $13.2 Million Class D Notes at BB+
TARGA RESOURCES: Syndicates Increase to Revolving Debt Facility
THORNBURG MORTGAGE: Posts $1.08 Billion Net Loss in Third Quarter

THORPE INSULATION: Case Summary & 20 Largest Unsecured Creditors
UNITED RENTALS: Unit Commences Cash Tender Offers on Senior Notes
VAREL ACQUISITION: Moody's Rates Proposed Senior Facility at B1
VISANT HOLDING: S&P Holds All Ratings and Removes Neg. Watch
WELLS FARGO: S&P Junks Rating on S. 2004-1 Class B Certificates

* Buccino & Associates Raises Harry Malinowski as Managing Dir.
* Scott Naidech Joins Chadbourne & Parke New York as Counsel
* Subprime Crisis Prompts Nomura to Shut Down U.S. Mortgage Unit

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

                             *********

ADELPHIA COMMUNICATIONS: Wants to Appeal Lucent Claim Ruling
------------------------------------------------------------
Adelphia Communications Corp. asks the U.S. Bankruptcy Court for
the Southern District of New York for permission to appeal a
decision by Judge Cecilia G. Morris which denied its request to
disallow Lucent Technologies Inc.'s general unsecured claim,
Bankruptcy Law360 reports.

The Court held that Adelphia's request citing that material issues
of fact exist as to whether the conduct of ACOM would support a
reasonable belief that ACOM was a general partner of Devon Mobile
Communications L.P.

At the heart of the parties' dispute, the Court noted, is ACOM's
contention that, under Section 17-303(a) of Delaware's Revised
Uniform Limited Partnership Act, Lucent's actual knowledge of
ACOM's limited partnership status with Devon automatically defeats
Lucent's claim of de facto general partnership liability.

The Court has determined that for the purposes of Section 17-
303(a), only the limited partner's conduct is relevant because the
statute specifically directs, in determining a third party's
reasonable belief, that the analysis must be "based upon the
limited partner's conduct."  ACOM, the Court pointed out, failed
to note that under Section 17-303(a), "reasonable belief" is to be
"based upon the limited partner's conduct."  Thus, Section 17-
303(a) requires the Court to determine Lucent's reasonable belief
based on ACOM's conduct, not Lucent's.

Regardless of how the limited partner may be designated in the
partnership agreement and certificate, and regardless of whether
the third party is aware of that designation, if the limited
partner's actual conduct would support a reasonable belief that
the limited partner is a de facto general partner, that conduct
will render the limited partner liable to third parties,
regardless of the limited partner's prophylactic declaration in
public filings that it is merely a limited partner, the Court
elaborated.  "When a limited partner looks, walks, and talks like
a general partner, such conduct, when it amounts to participation
in control of the business, renders the limited partner liable as
a general partner," the Court noted.

Many of Lucent's objections are based upon Adelphia's failure to
provide citation to evidence which would be admissible as required
by Local Bankruptcy Rule 7056-1(e), the Court noted.  It appears
to the Court that Lucent had actual knowledge of ACOM's status as
a limited partner of Devon.  Thus, the Court assumes that Lucent
did have actual knowledge.

By and large, Adelphia has not indicated which portions of
Lucent's statement of undisputed facts are disputed; instead
Adelphia contended that because Lucent had actual knowledge that
ACC was the limited partner of Devon, Lucent's additional factual
contentions are irrelevant, the Court pointed out.  The Court  
believes that many of Lucent's factual contentions will be
relevant at trial.

The Court rejected Adelphia's argument that the Lucent Claim is
barred by the New York statute of frauds.  Lucent's equitable
claims against Adelphia are not necessarily restricted to the
factual scenario contemplated by the New York General Obligations
Law, the Court maintained.  Furthermore, the Court found nothing
in Section 17-303 that would preclude Lucent's recourse to
equitable remedies, including veil piercing, against a limited
partner in appropriate circumstances.

                        About Adelphia

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/-- is a cable   
television company.  Adelphia serves customers in 30 states and
Puerto Rico, and offers analog and digital video services,
Internet access and other advanced services over its broadband
networks.  The company and its more than 200 affiliates filed for
Chapter 11 protection on June 25, 2002 (Bankr. S.D.N.Y. Lead Case
No. 02-41729).  Willkie Farr & Gallagher represents the Debtors in
their restructuring efforts.  PricewaterhouseCoopers serves as the
Debtors' financial advisor.  Kasowitz, Benson, Torres & Friedman,
LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represent the
Official Committee of Unsecured Creditors.

On Jan. 5, 2007, the Court entered a written confirmation order
for Adelphia Communication's Modified 5th Amended Chapter 11 Plan.  
The Plan became effective on Feb. 13, 2007.

Century Communications Corporation, Adelphia's wholly owned
indirect subsidiary, filed for Chapter 11 protection on June 10,
2002.  Century's case has been jointly administered to Adelphia
Communications proceedings.  Century operates cable television
services in Colorado, California and Puerto Rico.  Lawyers at
Willkie, Farr & Gallagher represent Century.

Century/ML Cable Venture, a New York joint venture of Century
Communications and ML Media Partners, LP, filed for Chapter 11
protection on Sept. 30, 2002.  Century/ML is a holder of the cable
franchise in Leviton, Puerto Rico.  Lawyers at Willkie, Farr &
Gallagher represent Century/ML.  On Sept. 7, 2005, the Court
confirmed Century/ML's Plan.

Devon Mobile Communications, L.P., which is 49% owned by Adelphia
Communications, filed for Chapter 11 protection on Aug. 19, 2002
(Bankr. D. Del. Case No. 02-12431).  Saul Ewing, LLP, is
represents Devon.

Adelphia Business Solutions, Inc., and its debtor-affiliates filed
for Chapter 11 protection petitions on March 27, 2002.  These
debtors' restructurings are jointly administered under case number
02-11388 and these debtors are represented by lawyers at Weil,
Gotshal & Manges.  Adelphia Business is a 2001 spin-out from
Adelphia Communications Corporation.  In March 2003, ABIZ began
doing business as TelCove.  The Court confirmed their 3rd Amended
Plan on Dec. 19, 2003 and Adelphia Business emerged from chapter
11 on April 7, 2004.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-
10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.


ADVANCED MARKETING: Wants More Time to Decide on Remaining Lease
----------------------------------------------------------------
Advanced Marketing Services Inc., Publishers Group Incorporated,
and Publishers Group West Incorporated ask the U.S. Bankruptcy
Court for the District of Delaware to extend the time by which
they may assume or reject their sole remaining unexpired lease of
a non-residential real property, located in Indianapolis, Indiana,
with The Prudential Company of America as landlord.

The Debtors seek extension of the Lease Decision Period through
and including Oct. 31, 2007, without prejudice to their right to
seek further extensions.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that the Court previously approved
the Debtors' assumption and assignment to Perseus Books LLC of the
leases for space in Berkeley and New York.  He also notes that the
Debtors have expressed intention to consummate that assignment
before September 30.

Under Section 365(d)(4)(B)(ii) of the Bankruptcy Code, the Court
may grant a subsequent extension "only upon prior written consent
of the lessor in each instance."

In the Debtors' cases, Mr. Collins points out, they have   
obtained prior written consent of the lessor of the Indianapolis
Lease to the requested October 31 extension.

The Court will convene a hearing on October 26 at 11:00 a.m., to
consider the Debtors' request.  Pursuant to Del.Bankr.LR 9006-2,
the Debtors' Lease Decision Period with respect to the
Indianapolis Lease is automatically extended until the conclusion
of that hearing.

                   About Advanced Marketing

Based in San Diego, Calif., Advanced Marketing Services, Inc.
-- http://www.advmkt.com/-- provides customized merchandising,
wholesaling, distribution and publishing services, currently
primarily to the book industry.  The company has operations in the
U.S., Mexico, the United Kingdom and Australia and employs
approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group Incorporated
and Publishers Group West Incorporated filed for chapter 11
protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480
through 06-11482).  Suzzanne S. Uhland, Esq., Austin K. Barron,
Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers, LLP,
represent the Debtors as Lead Counsel.  Chun I. Jang, Esq., Mark
D. Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors as Local Counsel.
Lowenstein Sandler PC represents the Official Committee of
Unsecured Creditors.  In schedules filed with the Court, Advanced
Marketing disclosed total assets of $213,384,791 and total debts
of $216,608,357.  Publishers Group West disclosed total assets of
$39,699,451 and total debts of $83,272,493.  Publishers Group Inc.
disclosed zero assets but $41,514,348 in liabilities.

On Aug. 24, 2007, the Debtors' exclusive period to file a chapter
11 plan expired.  On the same date, the Debtors and Creditors
Committee filed a Plan & Disclosure Statement.  On September 26,
the Court approved the adequacy of the Disclosure Statement
explaining the Second Amended Plan.  The hearing to consider
confirmation of the Plan is set on Nov. 15, 2007.  (Advanced
Marketing Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


AES CORP: Commences Cash Tender Offer for $1.24 Bil. Senior Notes
-----------------------------------------------------------------
The AES Corporation has commenced a cash tender offer for up to
$1.24 billion of its outstanding senior notes in accordance with
the terms and conditions described in its Offer to Purchase dated
Oct. 16, 2007.  The tender offer will expire at 12:00 p.m., on
midnight, New York City time, on Nov. 13, 2007, unless extended or
earlier terminated.

The total consideration payable for each series of Notes will be
based on the yield to maturity of a specified U.S. Treasury
reference security, plus a fixed spread.

The three series of Notes subject to the tender offer, the
acceptance priority levels, the applicable U.S. Treasury reference
security for the Notes and the applicable fixed spread are
enumerated:

1) Title of Security: 8.75% Senior Notes due 2008
   CUSIP/ISIN Numbers:  00130HAV7
   Aggregate Principal Amount Outstanding: $201,809,000
   Acceptance Priority Level: 1
   Maturity Date/Earliest Redemption Date: June 15, 2008(1)
   Par Amount/Earliest Redemption Price(2)(3): $1,000.00
   Early Tender Premium(3): $30.00
   Reference Security: $5.125% U.S.T. Note due June 30, 2008(2)
   Bloomberg Reference Page: PX3
   Fixed Spread (basis points): +50

2) Title of Security: 9% 2nd Priority Sr. Sec. Notes due 2015
   CUSIP/ISIN Numbers: 00130HBB0, U0080RAG5
   Aggregate Principal Amount Outstanding: $600,000,000
   Acceptance Priority Level: 2
   Maturity Date/Earliest Redemption Date: May 15, 2008(2)
   Par Amount/Earliest Redemption Price(2)(3): $1,045.00
   Early Tender Premium(3): $30.00
   Reference Security: $5.625% U.S.T. Note due May 15, 2008
   Bloomberg Reference Page: PX3
   Fixed Spread (basis points): +50


3) Title of Security: 8.75% 2nd Priority Sr. Sec. Notes
due              
                      2013
   CUSIP/ISIN Numbers: 00130HBA2, U0080RAF7
   Aggregate Principal Amount Outstanding: $1,200,000,000
   Acceptance Priority Level: 3
   Maturity Date/Earliest Redemption Date: May 15, 2008
   Par Amount/Earliest Redemption Price(2)(3): $1,043.75
   Early Tender Premium(3): $30.00
   Reference Security: $5.625% U.S.T. Note due May 15, 2008
   Bloomberg Reference Page: PX3
   Fixed Spread (basis points): +50

1. The 2008 Notes mature on June 15, 2008 and may be redeemed
   at any time at a redemption price equal to par plus a
   "make-whole" premium, if any.

2. May 15, 2008 is the earliest date at which the 2013 Notes
   and the 2015 Notes may be redeemed at a redemption price
   equal to a specified percentage of the principal amount.  
   Prior to May 15, 2008, the 2013 Notes and 2015 Notes may be
   redeemed at any time at a redemption price equal to par plus
   a "make-whole"  premium, if any.

3. Per $1,000 principal amount of Notes that are accepted for
   purchase.

Holders tendering their Notes on or prior to 5:00 p.m., New York
City time, on Oct. 29, 2007, unless extended or earlier
terminated, will receive the total consideration, which includes
an early tender premium of $30.00 per $1,000 principal amount of
Notes purchased.  Holders that tender their Notes after the Early
Tender Time but prior to the Expiration Time will receive the
total consideration less the early tender premium.  The company
will pay the total consideration in respect of the 8.75% Senior
Notes due 2008 and the 9.00% Second Priority Senior Secured Notes
due 2015 that have been validly tendered and not withdrawn prior
to the Early Tender Time and accepted for purchase by the company
on Oct. 30, 2007.  The company will pay (i) the total
consideration for any 8.75% Second Priority Senior Secured Notes
due 2013 that were validly tendered and not withdrawn prior to the
Early Tender Time and accepted for purchase by AES and (ii) the
Tender Offer Consideration for any Notes that were validly
tendered and not withdrawn after the Early Tender Time and prior
to the Expiration Time and accepted for purchase by the company on
Nov. 14, 2007.  In addition, in all cases, holders will receive
accrued interest from the last interest payment date for such
series of Notes to, but not including, the Early Settlement Date
or the Final Settlement Date, as applicable.

AES may increase or modify the Tender Cap subject to applicable
law, depending on the principal amount of Notes validly tendered
and not withdrawn without extending withdrawal rights to Holders.  
If the aggregate principal amount of Notes validly tendered and
not withdrawn at the Expiration Time exceeds the Tender Cap, the
company will (subject to the terms and conditions of the offer)
limit the Notes it accepts pursuant to the Tender Cap and in
accordance with the acceptance priority levels as set forth in the
Offer to Purchase.  Since the 8.75% Senior Notes due 2008 and the
9.00% Second Priority Senior Secured Notes due 2015 have an
acceptance priority level of 1 and 2, respectively, and the
aggregate principal amount of the 8.75% Senior Notes due 2008 and
the 9.00% Second Priority Senior Secured Notes due 2015 combined
is less than the Tender Cap, neither the 8.75% Senior Notes due
2008 nor the 9.00% Second Priority Senior Secured Notes due 2015
will be subject to proration; only the 8.75% Second Priority
Senior Secured Notes due 2013 will be subject to proration.  
Except as set forth in AES's Offer to Purchase or as required by
applicable law, Notes tendered prior to 5:00 p.m., New York City
time, on Oct. 29, 2007, unless extended by AES in its sole
discretion may only be withdrawn in writing before the Withdrawal
Deadline, and Notes tendered after the Withdrawal Deadline but
prior to the Expiration Time may not be withdrawn.

The tender offer is conditioned on the satisfaction of certain
conditions.  If any of the conditions are not satisfied, AES is
not obligated to accept for payment, purchase or pay for, and may
delay the acceptance for payment of, any tendered Notes, in each
event, subject to applicable laws, and may even terminate the
tender offer.

Citi is the Dealer Manager for the tender offer.  Global
Bondholder Services Corporation is acting as the Information Agent
and Wells Fargo Bank, National Association is acting as the
Depository.  The offer is made only by an Offer to Purchase dated
Oct. 16, 2007, and the information in this news release is
qualified by reference to the Offer to Purchase.  Persons with
questions regarding the offer should contact the Dealer Manager,
toll-free at (800) 558-3745 or collect at (212)
723-6106.  Requests for documentation may be directed to the
Information Agent, toll-free at (866) 294-2200.

                     About AES Corporation

Headquartered in Arlington, Virginia, AES Corporation (NYSE: AES)
-- http://www.aes.com/-- is a power company is a holding company  
that through its subsidiaries, operates a portfolio of electricity
generation and distribution businesses in 28 countries on five
continents.  The company's employs 30,000 people.  It operates two
types of businesses.  The distribution business, which it refers
to as Utilities and the generation business, where it sells power
to wholesale customers, such as utilities or other intermediaries.  
In addition to its traditional generation and distribution
operations, it is also developing an alternative energy business.  
During the year ended Dec. 31, 2006, it operated in seven
segments, which include Latin America Generation, Latin America
Utilities, North America Generation, North America Utilities,
Europe & Africa Generation, Europe & Africa Utilities and Asia
Generation.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 12, 2007,
Moody's Investors Service affirmed The AES Corporation's  
Corporate Family Rating at B1 and the senior unsecured rating
assigned to its new senior unsecured notes offering at B1
following its upsizing to $2 billion from $500 million.

Fitch Ratings assigned a 'BB/RR1' rating to AES Corporation's
$2 billion issuance of senior unsecured notes maturing 2015 and
2017.  AES' long-term Issuer Default Rating is rated 'B+' by
Fitch.  The rating outlook is stable.


AIRBORNE HEALTH: S&P Upgrades Ratings to B- from CCC+
-----------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior secured debt ratings on Bonita Springs, Florida-based
Airborne Health Inc. to 'B-' from 'CCC+'.  The ratings were
removed from CreditWatch, where they had been placed with
developing implications on Sept. 19, 2007.  The outlook is stable.
     
The ratings were put on CreditWatch following the company's
announcement that it was in violation of its total leverage and
interest coverage covenants under its bank credit agreement as of
its fiscal 2008 first quarter.  As a result, Airborne did not have
access to its $20 million revolving credit facility.  
Subsequently, on Sept. 21, 2007, the company secured a waiver
which allowed it access to its revolver, extended its ability to
issue letters of credit, file its fiscal year-end April 30, 2007,
audited financial statements, and extended its excess cash flow
payment date until Oct. 22, 2007.  Total debt outstanding was
about $159 million at Aug. 31, 2007.
      
"The upgrade and CreditWatch action follow the company's receipt
of an amendment on Oct. 3, 2007, and subsequent filing of its
financial statements," said Standard & Poor's credit analyst Bea
Chiem.  In conjunction with the amendment, Airborne received
additional cushion under its total leverage and interest coverage
covenants and maintained access to its $20 million revolving
credit facility.
     
The ratings on Airborne reflect its moderately leveraged financial
profile, extremely narrow product focus, customer concentration,
small size, aggressive financial policy, and the segment's
vulnerability to adverse publicity.  Airborne develops, markets,
and distributes "Airborne"-branded effervescent health formula
products for the over-the-counter consumer health care market.  
The primary products are effervescent tablets marketed as dietary
supplements formulated from herbal extracts, antioxidants,
electrolytes and amino acids.  With about $146 million of net
sales for the fiscal year ended April 30, 2007, Airborne is a very
small participant in the $4.5 billion OTC category.


AMP'D MOBILE: $2.2MM Sale of Handset Inventory to Cellupage OK'd
----------------------------------------------------------------
Amp'd Mobile Inc. can now pay down its prepetition debt after it
obtained authority from the U.S. Bankruptcy Court for the
District of Delaware to sell its inventory of handsets and
other accessories, free and clear of all liens, claims and
encumbrances and interests to Pacific Cellupage and NTCH Inc.

Pursuant to an asset purchase agreement dated Sept. 25, 2007,
Cellupage and NTCH offered to buy the assets which are
located in different locations at these amounts:

          Location                         Amount
          --------                         ------
          Amp'd Inventory                 $429,175
          Brightpoint Inventory          1,016,600
          Valutech Inventory               724,385
          Freight Forward Inventory         36,840

Cellupage and NTCH's $2,207,000 bid won in the second round
of bidding conducted by the Debtor.

A full-text list of the assets for sale is available for
free at http://researcharchives.com/t/s?244e

In his order, Judge Brendan Shannon ruled, among others, that
proceeds of Brightpoint North America L.P.'s and Valutech
Outsourcing LLC's inventories will be escrowed in separate
interest bearing accounts pending the adjudication or resolution
of the litigation concerning the validity and extent of
Brightpoint's and Valuetech's asserted liens, if any.

Brightpoint and Valuetech are respondents in separate adversary
actions filed by the Debtor.

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


AMSCAN HOLDINGS: S&P Retains 'BB-' Bank Loan Rating
---------------------------------------------------
Standard & Poor's Ratings Services said that its bank loan ratings
on Elmsford, New York-based Amscan Holdings Inc.'s proposed
upsized $250 million senior secured asset-based revolving credit
facility ($109.7 million drawn, including letters of credits at
June 30, 2007) is unchanged at 'BB-', with a recovery rating of
'1' indicating high expectation for full (100%) recovery in the
event of a payment default.  "These ratings factor the company's
$50 million add-on to the existing asset-based facility," said
Standard & Poor's credit analyst Christopher Johnson.
     
The company's $375 million senior secured term loan B is rated
'B', with a recovery rating of '3' indicating an expectation for
meaningful (50%-80%) recovery in the event of a payment
default.  The issue-level ratings are based on preliminary terms
and are subject to review upon final documentation.
     
The ratings on Amscan remain on CreditWatch, where they were
placed with negative implications on Sept. 18, 2007, following the
announcement that Amscan has entered into an agreement and plan of
merger with Factory Card & Party Outlet Corp.  
     
  Ratings List
  
  Amscan Holdings Inc.

    Corporate Credit Rating         B/Watch Neg/--
    Senior Secured
    Local Currency                  BB-/Watch Neg
    Recovery Rating                 1
    Subordinated Notes              CCC+/Watch Neg


ARMINTIA BURROW: Case Summary & Five Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Armintia C. Burrow
        11600 West Winchester Lane
        Ellicott City, MD 21042

Bankruptcy Case No.: 07-20116

Chapter 11 Petition Date: October 15, 2007

Court: District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: David W. Cohen, Esq.
                  1 North Charles Street, Suite 350
                  Baltimore, MD 21201
                  Tel: (410) 837-6340

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Five Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Sallie MAE Loan Service        Contract                   $24,000
Center
P.O. Box 530260
Atlanta, GA 30353

Martin Sheet Metal             Contract                   $11,700
c/o Marc Donaty
2833 Smith Avenue,
Suite 230
Baltimore, MD 21209

T.C. Excalibur                 Contract                    $7,000
c/o Brian Blitz, Esq.
8726 Town & Country
Boulevard, Suite 205
Ellicott City, MD 21043

Nuvell Financial               Contract; value             $3,000
                               of collateral
                               $3,200

Capital One                    Contract                      $850


AVADO BRANDS: Court Approves Klee Tuchin as Bankruptcy Counsel
--------------------------------------------------------------
Avado Brands Inc. and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Klee Tuchin Bogdanoff & Stern LLP as their lead counsel
nunc pro tunc to Sept. 5, 2007.

Klee Tuchin is expected to:

   a. provide legal advice with respect to the Debtors' powers
      and duties as debtors-in-possession in the continued
      operation of their business and management of their
      properties;

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

   c. appear in Court on behalf of the Debtors and in order
      to protect the interests of the Debtors before the
      Court;

   d. prepare and pursue a sale of the Debtors' business
      pursuant to section 363 of the Bankruptcy Code and
      information of a plan and approval of a disclosure
      statements; and

   e. perform other legal services for the Debtors that may
      be necessary and proper in the proceedings.

Klee Tuchin's professionals will be paid according to these hourly
rates:

     Professional                    Rate
     ------------                    ----
     Michael L. Tuchin, Esq.         $725
     David A. Fidler, Esq.           $525
     Stacia A. Neeley, Esq.          $360

The Debtors assure the Court that the firm holds no interest
adverse to their estates and is "disinterested" as the term is
defined in Section 101(14) of the Bankruptcy Code.

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

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

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

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


AVADO BRANDS: Court Okays Trenwith as Panel's Financial Advisor
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave the Official Committee of Unsecured Creditors in Avado
Brands Inc. and its debtor-affiliates' cases permission to retain
Trenwith Group LLC as its financial advisors, nunc pro tunc
Sept. 17, 2007.

Trenwith Group is expected to:

   a. review the work performed by the Debtors' investment
      bankrers;

   b. monitor the sale and liquidation of the Debtors businesses
      and assets;

   c. analyze and evaluate bids received to determine the best
      alternative for unsecured creditors;

   d. introduce potential bidders to the auction who may have been
      overlooded or excluded by the Debtors;

   e. attend auctions of the Debtors' assets;

   f. assist the Committee with advice during the auction; and

   g. advise the Committee on other matters upon request.

The firm bills $15,000 per month for the first three months
of services it provides.

Jeffrey R. Manning, a managing director 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. Manning can be reached at:

   Jeffrey R. Manning
   Managing Director
   The Trenwith Group LLC
   7101 Wisconsin Avenue, Suite 800
   Bethesda, Maryland 20184-4827
   Tel: (301) 634-0300
   http://www.trenwith.com/

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

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

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

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


BAUSCH & LOMB: Moody's Withdraws Caa1 Rating on $350 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service withdrew Bausch & Lomb Incorporated's
(Newco) proposed Caa1 ratings for $175 million PIK notes and
$175 million senior subordinated notes.  Concurrently, Moody's
affirmed the company's existing ratings.  The outlook for the
proposed ratings remains stable.

Recently, BOL revised its capital structure by increasing its
proposed U.S. term loan by $100 million to $1.2 billion and
increasing its offering of proposed senior unsecured notes to $650
million from $400 million.  As a result, the company will not be
issuing the proposed $175 million senior PIK notes and the
proposed $175 million senior subordinated notes.

Moody's continued the review for possible downgrade of Bausch &
Lomb Incorporated's (Oldco) existing ratings with the expectation
that they will be withdrawn at the close of the transaction.

Ratings are subject to review of final documentation.

These ratings were withdrawn from Bausch & Lomb Incorporated
(Newco):

   -- Caa1 rating (LGD5/86%) on $175 million Senior Unsecured
      PIK Toggle Option Notes; and

   -- Caa1 rating (LGD6/95%) on $175 million Senior
      Subordinated Notes.

These Bausch & Lomb Incorporated's (Newco) ratings were affirmed
with updated LGD assessments:

   -- B2 Corporate Family Rating;

   -- B2 Probability of Default Rating;

   -- SGL-2 Speculative Grade Liquidity Rating;

   -- B1 rating (to LGD3/36% from LGD3/35%) on a $500 million
      Senior Secured Revolver;

   -- B1 rating (to LGD3/36% from LGD3/35%) on a $1,200 million
      U.S. Senior Secured Term Loan;

   -- B1 rating (to LGD3/36% from LGD3/35%) on a $300 million
      Delayed Draw Term Loan; and

   -- Caa1 rating (to LGD5/89% from LGD5/86%) on $650 million
      Senior Unsecured Notes.

This Bausch & Lomb, B.V.'s ratings was affirmed with updated LGD
assessments:

   -- B1 rating (to LGD3/36% from LGD3/35%) on a $575 million
      European Senior Secured Term Loan.

The ratings related to Bausch & Lomb Incorporated (Oldco) ratings
remain on review for possible downgrade and will be withdrawn at
the close of the transaction.

Headquartered in Rochester, New York, Bausch & Lomb Incorporated
is a leading worldwide provider of eye care products, including
contact lens, lens care, ophthalmic pharmaceuticals, and surgical
products.  BOL is being acquired by Warburg Pincus, a private
equity firm.  For the twelve months ended June 30, 2007, the
company reported $2.4 billion in revenues.


BCBG MAX: S&P Affirms 'B-' Corporate Credit Rating
--------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on BCBG Max Azria Group Inc.  S&P removed all the
ratings from CreditWatch, where they were placed with negative
implications on July 10, 2007.  The outlook is negative.
      
"Although the company successfully amended its financial
covenants, thereby alleviating the possibility of a near-term
downgrade," said Standard & Poor's credit analyst Jackie E.
Oberoi, "we remain concerned about its very poor performance,
which has been well below expectations."  Moreover, we believe
that prospects for a turnaround at Los Angeles-based BCBG may be
improbable over the near term, and that this could further impair
already weak credit measures.


BEAR STEARNS: Fitch Affirms Low-B Ratings on Six Cert. Classes
--------------------------------------------------------------
Fitch Ratings affirmed Bear Stearns Commercial Mortgage Securities
Trust, series 2006-TOP24, as:

   -- $53.9 million class A-1 at 'AAA';
   -- $173.2 million class A-2 at 'AAA';
   -- $91.6 million class A-3 at 'AAA';
   -- $81 million class A-AB at 'AAA';
   -- $715.3 million class A-4 at 'AAA';
   -- $153.5 million class A-M at 'AAA';
   -- $101.7 million class A-J at 'AAA';
   -- Interest-only class X-1 at 'AAA';
   -- Interest-only class X-2 at 'AAA';
   -- $28.8 million class B at 'AA';
   -- $13.4 million class C at 'AA-';
   -- $21.1 million class D at 'A';
   -- $13.4 million class E at 'A-';
   -- $13.4 million class F at 'BBB+';
   -- $19.2 million class G at 'BBB';
   -- $9.6 million class H at 'BBB-';
   -- $3.8 million class J at 'BB+';
   -- $3.8 million class K at 'BB';
   -- $5.8 million class L at 'BB-';
   -- $5.8 million class M at 'B+';
   -- $1.9 million class N at 'B';
   -- $1.9 million class O at 'B-';

Fitch does not rate the $17.3 million class P.

The rating affirmations reflect stable performance and minimal
paydown since issuance.  As of the September 2007 distribution
date, the pool's aggregate certificate balance has decreased 0.34%
to $1.52 billion from $1.53 billion at issuance.  There have been
no delinquent or specially serviced loans since issuance.  
Interest only loans represent 45% of the pool, and loans with
partial interest only periods represent 29%.

Fitch reviewed the transaction's six shadow rated loans and their
underlying collateral: Lincoln Mall (2.2%), 330 West 38th Street
(1.6%), Lee Harrison Center (1%), 461 Fifth Avenue (1%), City
National Bank (0.71%), and Lincroft Office Center (0.70%).  Due to
their stable performance, the loans maintain investment grade
shadow ratings.

Lincoln Mall is collateralized by a 439,132 square foot power
center in Lincoln RI, anchored by national retailers including
Stop and Shop, Marshalls, Home Goods and Party City.  As of June
2007, the property was 97.7% occupied compared to 99% at issuance.

333 West 38th Street is secured by 195,830 sf office building
located in New York, New York.  As of February 2007, the property
was 100% occupied, unchanged from issuance.

Lee Harrison Center is secured by 109,881 retail center anchored
by Harris Teeter, Inc and Dominion Floors.  The center is located
in Arlington, Virginia.  As of June 2007, the property was 100%
occupied, unchanged from issuance.


BEAZER HOMES: 68% of Home Buyers Cancel Orders
----------------------------------------------
Beazer Homes USA Inc. said that 68% of its prospective home buyers
canceled their orders in its fiscal fourth quarter ended Sept. 30,
2007, Michael Corkery of the Wall Street Journal Reports.  The
number is almost twice the 36% of customers who cancelled deposits
in the previous quarter.

WSJ relates, citing analysts, that the housing market's woes is a
result of the current credit-market turmoil.  The company however,
according to the report, faces bigger problems since it centers on
entry-level buyers who relies on subprime mortgages.  Further,
buyers are also cautious owe to the company's negative publicity
due to its legal troubles, WSJ adds.

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

                         *     *     *

As reported in the Troubled Company Reporter on Oct 16, 2007,
Fitch Ratings downgraded Beazer Homes USA Inc.'s Issuer Default
Rating to 'BB-' from 'BB'.  

Standard & Poor's Ratings Services on the other hand, lowered its
corporate credit rating on Beazer Homes USA Inc. to 'B+' from
'BB-'.


BELL MICRO: Expects 3rd Q. Revenue of Between $1.015 to $1.025 BB
-----------------------------------------------------------------
Bell Microproducts Inc. disclosed Tuesday preliminary revenue for
the third quarter ended Sept. 30, 2007, in a range of
$1.015 billion to $1.025 billion, an increase of approximately 30%
from revenue for the comparable quarter of 2006.  Without revenue
generated from ProSys Information Systems, a company acquired in
the fourth quarter of 2006, revenue increased by approximately 17%
on a year-over-year basis.

The company experienced strong revenue growth from each geography
and in most strategic product categories.  North American revenue
increased 38% in the third quarter of 2007 compared to the third
quarter of 2006 and comprised approximately 44% of total revenue
for the quarter.  Excluding the results of ProSys Information
Systems which was acquired in October 2006, North American revenue
increased 4% in the third quarter of 2007 compared to the third
quarter of 2006.  

Latin America revenues increased approximately 14% year-over-year
and represented 14% of total revenue for the quarter.  Latin
America revenue growth was driven by strength in the company's
export business from Miami, and its in-country operations.

The company's European operations posted year-over-year revenue
growth of approximately 29% and represented approximately 42% of
total revenue for the quarter.  Excluding the positive impact of
foreign currency translation, European revenue increased 18% from
the third quarter of 2006.  

Commenting on the preliminary third quarter of 2007 revenue
results, W. Donald Bell, president and chief executive officer of
Bell Microproducts, said, "We are pleased to report record
quarterly revenue for our company.  We generated growth across all
geographic regions and most product categories during our third
quarter this year compared to the same period a year ago.
Additionally, we grew revenue by nearly 10% sequentially from the
second quarter of this year.  We are pleased with the growth in
our strategic product categories, and our continued improvement in
Europe.  The acquisition of ProSys has added significant strategic
elements to Bell Micro in product depth, customer reach, and
technical resources.  Given the strength in third quarter revenue
performance, we are optimistic about IT spending and our company's
ability to generate strong revenue performance again in the fourth
quarter."

The company is unable at this time to provide additional
quantitative information regarding its results for the third
quarter of 2007 until the previously announced restatement of its
financial statements for certain prior periods, and the related
audits and reviews have been completed.

                     About Bell Microproducts

Headquartered in San Jose, California, Bell Microproducts Inc.
(Nasdaq: BELM) -- http://www.bellmicro.com/-- is an      
international, value-added distributor of high-tech products,
solutions and services, including storage systems, servers,
software, computer components and peripherals, as well as
maintenance and professional services.  Bell is a Fortune 1000
company that has operations in Argentina, Brazil, Chile and
Mexico.

                         *     *     *

For the quarter ended June 30, 2007, the company provided
additional information to NASDAQ to support its request for an
extension of time required to complete its required filings with
the SEC.  The company has received waivers from its lenders into
March 2008 relating to the filing of financial reports with the
SEC and the provision of audited financial reports.


BON-TON STORES: Third Quarter Results To Be Below Projections
-------------------------------------------------------------
The Bon-Ton Stores disclosed Tuesday that based on year-to-date
third quarter results, it does not expect to achieve its
previously stated full year fiscal 2007 earnings guidance.  The
company plans to update guidance on its third quarter conference
call scheduled for 10:00 a.m. eastern time on Thursday, Nov. 29.

Keith Plowman, executive vice president and chief financial
officer commented, "Based on year-to-date third quarter results,
we do not expect to achieve our previously stated earnings
guidance for fiscal 2007.  We believe that the continued general
softness in the retail environment will lead to intensified
promotional activity throughout the remainder of the year
pressuring both sales and margins.  Full details of our revised
guidance, including underlying assumptions, will be discussed
during the third quarter earnings conference call."

Mr. Plowman continued, "While we recognize that sales have been
challenging, we remain confident that we have the right
initiatives in place to meet the long-term strategic objectives
for our company.  In addition, we believe that we have an
appropriate capital structure and are positioned to create long-
term shareholder value."

                     About The Bon Ton Stores

York, Pennsylvania-based The Bon Ton Stores Inc. (Nasdaq: BONT) --
http://www.bonton.com/-- operates 279 department stores,  
including 10 furniture galleries, in 23 states in the Northeast,
Midwest and upper Great Plains under the Bon-Ton, Bergner's,
Boston Store, Carson Pirie Scott, Elder-Beerman, Herberger's and
Younkers nameplates and, under the Parisian nameplate, two stores
in the Detroit, Michigan area.  The stores offer a broad
assortment of brand-name fashion apparel and accessories for
women, men and children, as well as cosmetics and home
furnishings.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 15, 2007,
Standard & Poor's Ratings Services revised its outlook on Bon-Ton
Stores Inc. to negative from stable.   At the same time, Standard
& Poor's affirmed its existing ratings on the company, including
the 'B+' corporate credit and 'B-' senior unsecured credit
ratings.  About $1.3 billion of debt was outstanding at May 5,
2007.


BOSTON SCIENFIFIC: To Reduce Workforce by 2,300 Worldwide
---------------------------------------------------------
Boston Scientific Corporation disclosed Wednesday several new
initiatives designed to enhance short- and long-term shareholder
value, including the restructuring or sale of several business
units, as well as substantial expense and head count reductions
intended to bring expenses in line with revenues.  The company
also said it is making good progress toward the execution of its
previously announced plans to sell non-strategic assets and
monetize the majority of its public and private investment
portfolio.  The company said these initiatives will help provide
better focus on core businesses and priorities, which will
strengthen Boston Scientific for the future and lead to increased,
sustainable and profitable sales growth.

The company plans to reduce its operating expenses, exclusive of
amortization and royalty expenses, against a 2007 baseline of
approximately $4.1 billion by an estimated $475 million to
$525 million in 2008, representing a reduction of 12 to 13
percent, with a further reduction of an estimated $25 million to
$50 million in 2009.

The company plans to eliminate approximately 2,300 positions
worldwide, or approximately 13% of an 18,000-person, non-direct
labor workforce baseline as of June 30, 2007.  Eligible employees
affected by the head count reductions will be offered severance
packages, outplacement services and other appropriate assistance
and support.  The reduction activities will be initiated this
month and are expected to be substantially completed worldwide by
the end of 2008.  Reductions outside the United States will be
initiated following completion of information sharing and
consultations with required bodies.  In addition, another
approximately 2,000 employees are expected to leave the company in
connection with the previously announced business divestitures.

The reductions will result in total pre-tax charges of
approximately $450 million to $475 million.  These mostly cash
charges will be recorded primarily as restructuring expenses, with
a portion recorded through other lines of the income statement.
Approximately $275 million to $300 million will be recorded in the
fourth quarter of 2007 with the remainder expected to be recorded
throughout 2008 and 2009.

The company plans to restructure several businesses and product
franchises in order to leverage resources, strengthen competitive
positions, and create a more simplified and efficient business
model.  Key components of the business restructuring plan include:

   -- the Peripheral Interventions and Interventional Cardiology
      businesses will be combined under a single management
      structure to help create a more integrated business focused
      on interventional specialists, while enhancing technology
      and management efficiencies.

   -- the Electrophysiology business will be integrated with the
      Cardiac Rhythm Management business to better serve the needs
      of electrophysiologists by creating a more efficient   
      organization.

   -- the Oncology business and its four franchises will be
      restructured.  Three will be integrated into other
      businesses within Boston Scientific, and the Oncology Venous
      Access franchise will be combined with the Fluid Management
      business.

   -- the company is actively seeking buyers for the combined
      Fluid Management/Oncology Venous Access business, as well as
      its Cardiac Surgery and Vascular Surgery businesses.  The   
      company has announced it has entered into a definitive
      agreement to sell its Auditory business.  Collectively,  
      these businesses represent approximately $550 million in
      2007 sales for Boston Scientific.

   -- the International group will be consolidated from three
      regions to two.  The existing three regions are: Europe,
      Asia Pacific/Japan, and Inter-Continental; the two new
      regions will be: Europe/Middle East/Africa, and Canada/Latin
      America/Asia Pacific/Japan.

"The expense and head count reductions we are announcing today are
intended to bring our expenses back in line with our revenues,
while preserving our ability to make investments in quality, R&D,
capital and our people that are essential to our long-term
success," said Jim Tobin, Boston Scientific president and chief
executive officer.  "While difficult, these reductions are in the
best interest of the company and will create greater value for our
customers and their patients, as well as for our employees and
shareholders.  These actions will enable us to institute
meaningful change that will create lasting benefits."

"We understand the impact these reductions will have on our
employees, and we are committed to helping ease the transition,"
said Tobin.  "We will treat everyone with respect and dignity, and
we will provide support to affected employees."

                     About Boston Scientific

Headquartered in Natick, Massachusetts, Boston Scientific
Corporation (NYSE: BSX) -- http://www.bostonscientific.com/--         
develops, manufactures and markets medical devices used in a
broad range of interventional medical specialties.  The company
has offices in Argentina, Chile, France, Germany, and Japan,
among others.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 28, 2007,
Standard & Poor's Ratings Services said that its ratings on Boston
Scientific Corp., including the 'BB+' corporate credit rating,
remain on CreditWatch with negative implications, where they were
placed Aug. 3, 2007.


CALIFORNIA STEEL: Earns $1.8 Million in Quarter Ended Sept. 30
--------------------------------------------------------------
California Steel Industries Inc. disclosed Tuesday third quarter
results for the period ended Sept. 30, 2007.

Net income of $1.8 million is lower than third quarter 2006's net
income of $33.9 million, and lower than second quarter 2007's net
income of $8.2 million.  EBITDA for the quarter was $13.0 million,
compared with 2006's third quarter results of $62.9 million.

Sales for the period totaled $335.4 million, compared with sales
of $382.3 million for the third quarter of 2006.

CSI shipped 438,525 net tons of steel products, a 13% decrease
compared to the third quarter of 2006, and at the same level as
second quarter 2007.  Net sales are 12% lower than third quarter
2006, although consistent when compared to second quarter 2007.
Average sales prices in third quarter 2007 were 4% lower than the
same period in 2006, and again consistent with second quarter
2007.
    
Year-to-date, sales revenues totaled $985.9 million, compared with
$1.05 billion in 2006.  Net income is $11.3 million versus
$100.5 million in 2006.  EBITDA is $50.1 million, compared with
2006's $191.8 million.

"Third quarter volume and cost levels were not consistent with
typical patterns," said Masakazu Kurushima, president and chief
executive officer.  "Slab prices are rising, with worldwide
demand, while a soft market for our flat-rolled products
continues."

The balance under the company's Revolving Credit Agreement was
zero as of Sept. 30, 2007, with availability of over
$109.0 million.  The company has a balance of cash and cash
equivalents as of Sept. 30, 2007, of $6.5 million.

                     About California Steel

Headquartered in Fontana, Calif., California Steel Industries
produces flat rolled steel products in the western United States
based on tonnage billed, with a broad range of products, including
hot rolled, cold rolled, and galvanized sheet and electric
resistant welded pipe.  The company has about 1,000 employees.

                         *     *     *

As of August 1, 2007, the company holds Moody's Ba2 long-term
corporate family rating and probability of default rating.  The
company's senior unsecured debt is rated at Ba3.  The outlook is
stable.

Standard & Poor's also rates the company's long-term foreign and
local issuer credits at BB-.  The outlook is stable.


CAREY INTERNATIONAL: S&P Withdraws Ratings at Company's Request
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all its ratings on
Carey International Inc., including the 'CCC-' long-term corporate
credit rating, at the company's request.  Carey International Inc.
is a Washington, D.C.-based limousine company.


CATALYST PAPER: S&P Lowers Ratings to B with Negative Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit and senior unsecured debt ratings on Vancouver, B.C.-based
Catalyst Paper Corp. to 'B' from 'B+'.  The outlook is negative.
     
At the same time, S&P lowered the secured bank loan rating to
'BB-' from 'BB'.  The recovery rating remains unchanged at '1'.
     
"The rating action reflects our concerns that the company's
operating margins and cash flows will deteriorate further due to
the strong Canadian dollar, weak market conditions for newsprint,
and potential fiber shortages at Catalyst's mills," said Standard
& Poor's credit analyst Jatinder Mall.  "In addition, any
favorable effects of the company's aggressive restructuring have
been offset in the near term by high restructuring charges,
primarily severance costs," Mr. Mall added.
     
Catalyst is the fourth-largest newsprint and uncoated groundwood
specialty paper manufacturer by production capacity in North
America.  In addition, the company produces lightweight coated and
kraft paper and market pulp.  It's also the leading producer of
directory paper in the world and owns
the largest paper recycling operation in western Canada.  With
more than 60% of sales concentrated in cyclical newsprint and
groundwood papers, the company's product mix is narrow, although
the lightweight coated paper, kraft paper, and market pulp
operations provide some revenue diversity.
     
The ongoing United Steelworkers strike in B.C. highlights the
company's dependence on this province for fiber supply.  For 42%
of its fiber requirements, Catalyst relies on chips from suppliers
affected by the strike, which is now in its third month.  The
strike has forced the company to cut its pulp and paper
production: Catalyst began curtailing pulp and paper production at
its Elk Falls mill in September 2007 and will extend a maintenance
closure at its pulp mill at Crofton for a week this month.  
Coastal fiber supply could return to normal levels by next month,
if the USW ratifies a new agreement this weekend.
     
The outlook is negative.  S&P could lower the ratings on Catalyst
if the company cannot reverse the decline in profitability brought
about by a continuing strong Canadian dollar, weaker prices for
newsprint, and pressure on fiber costs.  For Standard & Poor's to
revise the outlook to stable, Catalyst must demonstrate sustained
improvement in operating profit and cash flow generation, in
addition to reducing leverage.


CHARMING SHOPPES: S&P Affirms 'BB-' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Charming
Shoppes Inc. to negative from stable.  At the same time, S&P
affirmed the 'BB-' corporate credit rating on the
company.
      
"The outlook change reflects recent weak operating trends, which
have resulted in deterioration in credit metrics," said Standard &
Poor's credit analyst Diane Shand, "and our belief that these
trends will not be substantially reversed in the near term."  
Same-store sales have been weak for the past three quarters and
the operating margin narrowed to 14.4% in the
trailing 12 months ended Aug. 4, 2007, from 14.9% in the year-ago
period.  In addition, Charming Shoppes recently lowered its sales
and profit forecast for the third quarter of 2007 as a result of
lower traffic.  "Consumers' pull back on spending, unseasonably
warm weather, lack of new fashion, and company-specific
merchandise misses have hurt its business," added Ms. Shand.


COMPASS MINERALS: Receives Consents on $120MM 12.75% Senior Notes
-----------------------------------------------------------------
Pursuant to its previously announced tender offer and consent
solicitation, Compass Minerals International Inc. received tenders
and consents from the holders of $120 million, or about 97.2%, of
its outstanding 12.75% Series B Senior Discount Notes Due 2012 by
the expiration of the consent payment deadline on Oct. 15, 2007,
at 5:00 p.m. Eastern time.

The consents received exceeded the number needed to approve the
proposed amendments to the indenture under which the notes were
issued.  The terms of the tender offer and consent solicitation
for the notes are detailed in Compass Minerals' Offer to Purchase
and Consent Solicitation Statement dated Oct. 2, 2007.

Based on the consents received, Compass Minerals and the trustee
under the indenture are expected to enter into a supplemental
indenture that will, once operative, eliminate substantially all
restrictive covenants, certain events of default and certain other
related provisions of the indenture and the notes.  The
supplemental indenture will not become operative unless and until
payment is made for notes accepted for purchase by Compass
Minerals pursuant to the tender offer.

Compass Minerals' offer to purchase the notes is subject to the
satisfaction or waiver of various conditions as described in the
offer to purchase, including a financing condition.  The tender
offer is scheduled to expire at midnight Eastern time, Oct. 30,
2007, subject to Compass Minerals' right to amend, extend or
terminate the tender offer at any time.

Credit Suisse Securities (USA) LLC is the Dealer Manager and
Solicitation Agent for the tender offer and consent solicitation.

                     About Compass Minerals

Based in the Kansas City metropolitan area, Compass Minerals
International, Inc. -- http://www.compassminerals.com/-- is the  
second-leading salt producer in North America and the largest in
the United Kingdom.  The company operates ten production and
packaging facilities, including the largest rock salt mine in the
world in Goderich, Ontario.  The company's product lines include
salt for highway deicing, consumer deicing, water conditioning,
consumer and industrial food preparation, agriculture and
industrial applications.  In addition, Compass Minerals is North
America's leading producer of sulfate of potash, which is used in
the production of specialty fertilizers for high-value crops and
turf, and magnesium chloride, which is a premium deicing and dust
control agent.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 8, 2007,
Moody's Investors Service affirmed the Ba3 corporate family rating
of Compass Minerals Group Inc. and downgraded the issue ratings on
the company's revolving credit facility and term loan to Ba2 from
Ba1 following the company's announcement that it is tendering for
its 12.75% Senior Discount Notes due 2012.

As reported also in the Troubled Company Reporter on Oct. 11,
2007, Standard & Poor's Ratings Services raised its ratings on
Compass Minerals Group Inc. and its holding company, Compass
Minerals International Inc., including raising its corporate
credit rating to 'BB-' from 'B+'.  In addition, Standard & Poor's
assigned a 'BB' rating and '2' recovery rating to the company's
proposed $130 million term loan B-2.  At the same time, the 'BB'
rating on the company's existing senior secured bank credit
facility was affirmed.  However, the recovery rating was revised
to '2' from '1', indicating the expectation of substantial (70%-
90%) recovery in the event of a payment default.  The outlook is
stable.


COMVERSE TECHNOLOGY: Updates Organizational Appointments
--------------------------------------------------------
Comverse Technology Inc. reported several organizational
appointments.

John Bunyan has been named chief marketing officer, reporting to
the company's president and CEO, Andre Dahan, effective Oct. 22,
2007.  

In his new role, Mr. Bunyan also will be responsible for the
marketing function at Comverse Inc.  The Comverse Inc. marketing
staff will report to Mr. Bunyan, and it is expected that the
company will designate a marketing vice president reporting to
both Mr. Bunyan and Comverse Inc. president Yaron Tchwella.  

Mr. Bunyan has more than 20 years of senior management experience.  
He was senior vice president of Mobile Multimedia Services at AT&T
Wireless and was responsible for the consumer wireless data
business.  In this role he helped develop messaging, mobile
internet, and other consumer services.  He also served as senior
vice president of Marketing at Dun & Bradstreet, and prior to
that, as executive vice president of marketing at Reuters
Americas.  

Mr. Bunyan has also consulted for a number of venture-funded firms
in wireless and other industries.  Earlier in his career, he held
senior positions with McGraw-Hill/Standard & Poor's and managed a
marketing communications firm.  He is a graduate of Stanford
University.

Benny Einhorn, currently president of EMEA and chief marketing
officer at Comverse Inc., will continue as president of EMEA, and
will focus his efforts on managing operations in this important
region, while working with Mr. Bunyan to transition the marketing
function.

Also, as announced on Sept. 4, 2007, Cynthia Shereda joined
Comverse Technology as executive vice president, general counsel
and corporate secretary.  Reuven Friedman, general counsel at
Comverse Inc., reports to both Ms. Shereda and Mr. Tchwella.

Ms. Shereda has more than 20 years experience in the legal and
accounting professions.  Recently, she was executive vice
president, chief legal officer and secretary at ATMI Inc., a
semiconductor materials company, and prior to that, served as
transaction and finance counsel at General Electric, focusing on
mergers, acquisitions and divestitures.  In addition, she held a
variety of positions in securities and M&A law, and as a certified
public accountant, in public and private accounting. She holds a
J.D. from the University of Texas and a B.S. from New York
University.

Mr. Dahan said, "We welcome John and Cynthia to our team,
confident that they will be key contributors to our efforts to
achieve operational excellence and maximize shareholder return.
John is a proven marketing performer with deep knowledge of the
telecom business.  He will support our management team as we
pursue our goal of making Comverse a more agile, market-driven
company.  Cynthia is an accomplished executive, with experience in
both the legal and accounting fields, with a background that is
well-suited to Comverse's challenges and opportunities."

                 About Comverse Technology Inc.

Based in Woodbury, New York, Comverse Technology Inc., --
http://www.cmvt.com/-- (Pink Sheets: CMVT.PK) through its  
Comverse Inc. subsidiary, provides software and systems enabling
network-based multimedia enhanced ommunication and billing
services.  The company's Total Communication portfolio includes
value-added messaging, personalized data and content-based
services, and real-time converged billing solutions.  Other
Comverse Technology subsidiaries include: Verint Systems
(VRNT.PK), which provides analytic software-based solutions for
communications interception, networked video security and business
intelligence; and Ulticom (ULCM.PK), which provides service
enabling signaling software for wireline, wireless and Internet
communications.

                          *     *     *

In March 2006, Standard & Poor's placed the company's long-term
foreign and local issuer credit ratings at BB-.  The ratings still
hold to date.


CONSOLIDATED COMMS: S&P Rates $950MM Secured Bank Loan at BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Mattoon, Illinois–based Consolidated
Communications Holdings Inc. and the 'BB' rating on the company's
existing bank loan.  These ratings were removed
from CreditWatch, where they had been placed with negative
implications on July 3, 2007, following the proposed acquisition
of incumbent telephone company North Pittsburgh Systems Inc.  The
outlook is negative.
     
S&P also assigned a 'BB-' rating and '3' recovery rating to $950
million of secured bank loans to be issued by Consolidated
Communications Inc., Consolidated Communications Acquisition Texas
Inc., and Fort Pitt Acquisition Sub Inc.  These are intermediate
holding companies for Consolidated Communications Holdings, a
rural local exchange carrier.  Proceeds of the new
facilities will be used to fund the acquisition of North
Pittsburgh and refinance existing bank debt.  Upon completion of
this transaction, the 'BB' rating of the existing bank loan will
be withdrawn.
     
Meanwhile, the 'B' rating on the outstanding $130 million of 9.75%
unsecured notes at Consolidated remains on CreditWatch, but the
implications have been revised to positive from negative.  "At
close of the bank loan transaction, the rating on the unsecured
notes will be raised to 'BB-' with a '3' recovery, since they will
become ratably secured and rank pari passu with the new bank loans
under provisions in the notes indenture," said Standard & Poor's
credit analyst Catherine Cosentino.
     
The ratings on Consolidated had been placed on CreditWatch with
negative implications because of concerns about higher leverage
from the acquisition and increased business risk associated with
the integration of North Pittsburgh.  However, this acquisition is
expected to only modestly increase Consolidated's leverage to
about 4.8x from about 4.4x (including adjustments for unfunded
pensions and other postemployment benefits), the ratio will remain
within the parameters of the current rating.  Moreover, S&P
believe that
the overall business risk of the combined company is not
materially changed by the transaction, since Consolidated has a
track record of successfully integrating acquired businesses.
     
S&P ratings on Consolidated reflect its shareholder oriented
financial policy and substantial dividend that limits potential
debt reduction; modest revenue growth prospects for its mature
local telephone business, which has been subject to access-line
losses of around 3% to 4%; integration risk related to the
acquisition of North Pittsburgh Systems; and an aggressively
levered financial profile.


COOPER COMPANIES: Moody's Revises Rating Outlook to Negative
------------------------------------------------------------
Moody's Investors Service revised Cooper Companies Inc.'s ratings
outlook to negative from stable.  Additionally, Moody's downgraded
the company's speculative grade liquidity rating to SGL-2 from
SGL-1.  Concurrently, Moody's affirmed the company's Ba3 corporate
family rating, Ba3 probability of default rating and Ba3 rating on
the $350 million senior unsecured notes due 2015.

The revision of the ratings outlook to negative from stable
anticipates that the company will continue to experience
additional capital spending related to new product introductions
coupled with lingering costs associated with its restructuring
efforts that will affect the company's free cash flow generation.  
With the additional capital spending, the company has not focused
on repaying its outstanding debt and will have a higher debt
position over the near term compared with the expectations Moody's
held in January 2007.

Sidney Matti, analyst, said that, "Over the near term, Cooper has
ongoing capital spending requirements related to the startup of
the manufacturing of newer contact lens products as well as
lingering costs associated with the integration of Ocular
Sciences, which will result in negative free cash flow."

The downgrade of the company's liquidity rating to SGL-2 from SGL-
1 recognizes that through the period ended July 31, 2008, Moody's
expects Cooper to generate adequate cash flow from operations
sufficient to cover the company's capital spending needs albeit
lower than Moody's expectations.  Additionally, the company will
have availability under the $650 million revolving credit
facility.

This rating was downgraded:

   -- Speculative Grade Liquidity Rating to SGL-2 from SGL-1.

These ratings were affirmed:

   -- Corporate Family Rating at Ba3;
   -- Probability of Default Rating at Ba3; and
   -- Ba3 rating (LGD3/45%) on Senior Unsecured Notes due 2015.

Headquartered in Pleasanton, California, The Cooper Companies,
Inc., through its principal business units, develops, manufactures
and markets healthcare products.  CooperVision develops,
manufactures and markets a broad range of contact lenses for the
worldwide vision correction market. CooperSurgical develops,
manufactures and markets medical devices, diagnostic products and
surgical instruments and accessories used primarily by
gynecologists and obstetricians. For the twelve months ended
July 31, 2007, the company reported about $913 million in
revenues.


COUNTRYWIDE FIN'L: Will Incur $125-$150 Mil. Restructuring Charge
-----------------------------------------------------------------
In an amendment to its regulatory 8K filing dated Sept. 13, 2007,
Countrywide Financial Corp. disclosed that it estimates to incur a
pre-tax restructuring charge of approximately $125 million to
$150 million related to its earlier disclosed plan to reduce costs
and improve operating efficiencies in response to lower mortgage
market origination volumes and other market conditions.

At the time, the company was unable in good faith to make a
determination of an estimate of the amounts or range of amounts
expected to be incurred as a result of this plan.  The
aforementioned pre-tax restructuring charge will consist of
approximately $30 million to $35 million in one-time termination
benefits, $73 million to $89 million in lease termination costs
and $22 million to $26 million in fixed asset disposals and other
miscellaneous costs.  Of the total amount of the pre-tax
restructuring charge, approximately $57 million is expected to be
recognized in the quarter ending Sept. 30, 2007, with the
remaining amount expected to be recognized primarily in the
following quarter.  Additionally, the company estimates that of
the total amount of the pre-tax restructuring charge approximately
$65 million to $90 million will result in future cash outlays.

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

                     Bankruptcy Speculation

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

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

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

Countrywide also disclosed that it received a $2 billion strategic
equity investment from Bank of America which was completed and
funded Aug. 22, 2007.

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


CSFB HOME: Poor Collateral Performace Cues S&P to Lower Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B-1 and the B-2 certificates from CSFB Home Equity Pass-
Through Certificates' Series 2004-AA1 Trust.  At the same time,
S&P affirmed the ratings on the remaining seven classes from this
transaction.
     
The lowered ratings reflect the collateral performance as of the
September 2007 remittance period.  As of this period,
overcollateralization for this transaction was below its target of
$14.4 million by $2.65 million.  The six-month average monthly net
loss amount of approximately $325,000 was higher than the 12-month
average monthly net loss amount of approximately $295,200, and
monthly excess interest continues to decrease as the pool
amortizes.  Cumulative losses are approximately $4.46 million, or
0.74% of the original principal balance, and serious delinquencies
(90-plus-days, foreclosures, and REOs) are 20.25% of the current
principal balance.
     
While the pool has 35 months seasoned and is passing its
delinquency and loss triggers, the transaction will most likely
step-down and release O/C during the November 2007 remittance
period. The deal has paid down to 17.61% of its original principal
balance.
     
The affirmations are based on sufficient credit enhancement levels
at the current rating categories as of the September 2007
remittance period.  Credit enhancement for this transaction is
provided by a combination of O/C, excess interest, and
subordination.  In addition, classes A-4 an A-5 are insured by
Financial Security Assurance Inc. (FSA; 'AAA' financial strength
rating).  The 'AAA' ratings on these classes reflect the financial
strength of FSA.
     
The initial collateral consisted of adjustable- and fixed-rate,
fully amortizing, first-lien residential subprime mortgage loans
originated or acquired by Aames Capital Corp.


                         Ratings Lowered

           CSFB Home Equity Pass-Through Certificates,
                       Series 2004-AA1 Trust

                                  Rating
                                  ------
                     Class      To       From
                     -----      --       ----
                     B-1        BB+      BBB+
                     B-2        BB       BBB

                      Ratings Affirmed

          CSFB Home Equity Pass-Through Certificates,
                     Series 2004-AA1 Trust

                  Class               Rating
                  -----               ------
                  M-2, M-3            AAA
                  M-4                 AA+
                  M-5                 AA
                  M-6                 AA-
                  M-7                 A
                  M-8                 A-


DELTA AIR: S&P Holds Ratings and Revises Outlook to Positive
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Delta
Air Lines Inc. (B/Positive/--) and revised the rating outlook to
positive from stable.  The outlook revision is based on continued
strong earnings, cash flow generation, and debt reduction.
     
Despite high fuel prices, Delta reported third-quarter pretax
income of $363 million, far better than a pretax loss before
reorganization items of $69 million in the like period of 2006.  
Net income was $220 million, but the tax provision is noncash, as
Delta is able to apply net operating loss carryforwards to offset
taxable income.  Delta management foresees generating
earnings consistent with its reorganization plan forecast, and
achieving $1.4 billion of free cash flow, higher than that
anticipated in the forecast.  "We consider that high fuel prices
and potentially softening demand as a result of the weak economy
may make these targets challenging, but that full-year 2007
earnings should still be overall strong and close to forecast
levels," said Standard & Poor's credit analyst Philip Baggaley.  
S&P expect EBITDA interest coverage of 2.0x–2.5x and funds flow to
debt in the low-teens percent area in 2007 and 2008.
     
The 'B' corporate credit rating on Delta reflects risks associated
with participation in the price-competitive, cyclical, and
capital-intensive airline industry; on its below-average, albeit
improving, revenue generation; and on its significant
intermediate-term debt and capital spending commitments.  The
rating also incorporates the reduced debt load and operating costs
achieved in Chapter 11, and a trend of rapidly improving earnings
and cash flow.  Delta, the third-largest U.S. airline, emerged
from bankruptcy protection April 30, 2007.
     
Delta's new CEO, Richard Anderson, has indicated that the company,
which repelled a hostile takeover bid from USAirways Group Inc.
early this year, is studying implications of expected airline
industry consolidation for Delta.  He implies that Delta could be
interested in a merger, but only as a buyer, rather than a target
company.  Although a more consolidated airline industry would
likely benefit from better pricing and more disciplined capacity
management, the costs of acquiring and integrating another airline
carries considerable risk for the buyer.
     
Continued progress on improving Delta's financial profile could
justify an upgrade over the next 12 to 18 months.  Alternatively,
if industry conditions deteriorate significantly, most likely
because of a combination of high fuel prices and weaker demand,
S&P could revise the outlook back to stable.  If Delta were to
announce a proposed merger with another major U.S. airline, S&P
would place the ratings on CreditWatch, most likely with negative
implications.


DEUTSCHE MORTGAGE: Fitch Affirms B+ Rating on Class J Certificates
------------------------------------------------------------------
Fitch Ratings affirmed Deutsche Mortgage & Asset Receiving Corp.'s
commercial mortgage pass-through certificates, series 1998-C1, as:

   -- Interest-only class X at 'AAA';
   -- $78.8 million class B at 'AAA;
   -- $109 million class C at 'AAA';
   -- $99.9 million class D at 'AAA';
   -- $27.2 million class E at 'AAA';
   -- $45.4 million class F at 'AAA';
   -- $45.4 million class G at 'A';
   -- $18.2 million class H at 'BBB-';
   -- $22.7 million class J at 'B+'

The $20.5 million class K remains at 'CCC/DR3' and class L has
been reduced to zero due to realized losses on specially serviced
assets.  Classes A-1 and A-2 have been paid in full. Interest
shortfalls are occurring on class J.

Although the transaction has paid down 18.2% since Fitch's last
rating action, upcoming loan maturities and the potential for
adverse selection in the transaction warrant affirmations.  As of
the October 2007 distribution date, the pool's aggregate
certificate balance has been reduced by about 74.3% to
$467.2 million from $1.82 billion at issuance. Of the remaining
loans in the pool, 29 (18.9%) have been defeased.

As of the September 2007 distribution date, four loans (1.2%) are
in special servicing.  Class K is sufficient to absorb Fitch's
projected losses on the specially serviced loans.

The largest specially serviced loan (0.7%) is an office property
in Alton, Illinois.  The loan transferred to the special servicer
due to the single tenant vacating the property prior to the
expiration of its lease, which was to occur at maturity.  The
property is currently 100% vacant.  The special servicer is
currently negotiating a workout with the borrower.

The second largest specially serviced loan (0.5%) is secured by a
self-storage property in Slidell, Louisiana, which was
significantly affected by Hurricane Katrina.  The borrower has
completed the repairs and the property is performing.  The special
servicer is retaining the loan for monitoring pending resolution
of a related specially serviced loan which was also affected by
the hurricane.

Principal losses in the transaction total $83.9 million to date,
or 4.6% of the original principal balance.


E*TRADE FIN'L: Posts $58 Million Net Loss in Qtr. Ended Sept. 30
----------------------------------------------------------------
E*TRADE Financial Corporation disclosed Wednesday results for its
third quarter ended Sept. 30, 2007, reporting a net loss of
$58 million on total net revenue of $321 million, compared to net
income of $153 million on total net revenue of $582 million a year
ago.

"While we are extremely pleased with the continued growth trends
we are generating throughout the retail business, we are clearly
disappointed with the overall company performance as a result of
the severe volatility in the credit markets," said Mitchell H.
Caplan, chief executive officer, E*Trade Financial Corporation.
"We are working diligently to execute our strategic plan to manage
through the credit challenges as quickly as possible and focus the
company on the opportunity and strength of our retail franchise."

The company's Retail segment generated record revenue and income
in the quarter of $474 million and $224 million, respectively.
These results were driven by the continued growth and engagement
of retail customers.  Retail client assets rose 18% year-over-year
to a record $218 billion, including a 25% increase in total
customer cash and deposits.  Daily Average Revenue Trades rose 44%
over the year-ago period to a third-quarter record of 194,000.

The net loss in the quarter was primarily due to higher provision
for loan losses and securities write downs in the company's
Institutional segment.  Provision for loan losses in the quarter
increased to $187 million principally due to higher loan
delinquencies and net charge-offs.  This increase was consistent
with previous expectations.  Securities write downs in the quarter
totaled $197 million, pre-tax.  This amount was previously
forecasted to occur in the second half of 2007 and throughout
2008, and was realized instead in the third quarter rather than in
future periods.  Total net revenue for the third quarter declined
45% year-over-year to $321 million as a result of the higher
provision and securities write downs.

Based primarily on the realization of securities write downs in
the third quarter, the company has revised its 2007 guidance.  As
a baseline, the company is now forecasting 2007 earnings of $0.85
to $0.90 per share.  This range includes an assumption of $80
million in provision for loan losses and no additional securities
write downs.  However, the company believes that in the current
environment it is extremely difficult to accurately forecast
credit-related items.  As a result, management believes it is
prudent to include another $0.10 in its forecast for the
possibility of further credit deterioration - in some combination
of securities write downs and provision - for new 2007 earnings
guidance of $0.75 to $0.90 per share.

At Sept. 30, 2007, the company's consolidated financial statements
showed $64.18 billion in total assets, $60.08 billion in total
liabilities, and $4.10 billion in total shareholders' equity.

                     About E*TRADE FINANCIAL

Headquartered in New York City, E*TRADE Financial Corp. (NasdaqGS:
ETFC) -- http://us.etrade.com/-- provides financial
services including trading, investing, banking and lending for
retail and institutional customers.  Securities products and
services are offered by E*TRADE Securities LLC.  Bank and
lending products and services are offered by E*TRADE Bank, a
Federal savings bank or its subsidiaries.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 11, 2007,
Moody's Investors Service affirmed the ratings of E*TRADE
Financial Corporation (Senior debt at Ba2) and its lead thrift
subsidiary, E*TRADE Bank (LT deposits at Baa3).  The rating
outlook remains positive.


EDISON HOTELS: Files List of 20 Largest Unsecured Creditors
-----------------------------------------------------------
Edison Hotels and Resorts Company dba Edison Walthall Hotel
submitted to the U.S. Bankruptcy Court for the Southern District
of Mississippi its list of creditors holding largest unsecured
claims.

      Entity                                 Amount
      ------                                 ------
      Entergy                               $20,370
      P.O. Box 8105
      Baton Rouge, LA 70891-8105

      City Service Center                   $19,710
      Attn: Payment Processing
      P.O. Box 1595
      Jackson, MS 39225

      Comcast Cable                         $18,051
      P.O. Box 105257
      Atlanta, GA 30348-5257

      Travelclick                           $15,631

      Blue Cross Blue Shield of MS          $14,136

      Bank of America                       $10,145

      Farmers Seafood                        $9,099

      Otis Elevator Company                  $8,670

      Hotel & Restaurant Supply              $8,426

      Merchant's Foodservice                 $7,845

      AICCO, Inc.                            $7,701

      Atmos Energy                           $5,808

      Softbrands Hospitality                 $5,469

      PFG – Magee                            $5,352

      A-1 Textiles                           $5,131

      Wells Cleaners, Inc.                   $4,202

      Helmsbrisco                            $4,120

      Mid South Produce                      $3,968

      Buford Plumbing Co.                    $3,752

      RDCC                                   $3,421

Based in Jackson, Mississippi, Edison Hotels and Resorts Company
-- http://www.edisonwalthallhotel.com/-- operates the Edison  
Walthall Hotel, which offers 208 guest rooms with 23 suites,
banquet facilities and food.

The company and certain of its affiliates filed for chapter 11
protection on Aug. 31, 2007 (Bankr. S. D. Miss. Case Nos. 07-02737
and 07-02743).  Craig M. Geno, Esq. at Harris, Jernigan & Geno,
P.L.L.C. represents the Debtors in their restructuring efforts.  
When the Debtors filed for bankruptcy, they listed assets and
debts between $1 million to $100 million.


EMMIS COMMUNICATIONS: S&P Revises Outlook to Neg. from Stable
-------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on
Indianapolis, Indiana-based Emmis Communications Corp. and
operating subsidiary Emmis Operating Co. to negative from stable.
      
"The outlook revision reflects increased debt leverage because of
continued disappointing earnings," said Standard & Poor's credit
analyst Michael Altberg, "and our expectation that persisting
weakness in such key markets as New York City and Los Angeles will
preclude meaningful deleveraging over the intermediate term."  
Shareholder-favoring initiatives, such as Emmis' recently
authorized $50 million share repurchase plan, could also drive up
the radio broadcaster's leverage over the near term.


FEDDERS CORP: Committee Wants To Hire Brown Rudnick as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Fedders Corp. and
its debtor-affiliates' Chapter 11 case asks permission from the
U.S. Bankruptcy Court for the District of Delaware to employ Brown
Rudnick Berlack Israels LLP as its counsel.

Brown Rudnick will:

   a) assist and advise the Creditors' Committee in its
      discussions with the Debtors and other parties in interest
      regarding the overall administration of the cases;

   b) represent the Creditors Committee at hearings to be held
      before this Court and communicating with the Committee
      regarding the matters heard and the issues raised as well as
      the decision and consideration of this Court;

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

   d) review and analyze pleadings, orders, schedules, and other
      documents filed and to be filed with this Court by
      interested parties in these cases; advise the Creditors'
      Committee as to the necessity, propriety, and impact of the
      foregoing upon these cases; and consenting or objecting to
      pleadings or orders on behalf of the Committee, as
      appropriate;

   e) assist the Committee in preparing applications, motion,
      memoranda, proposed orders, and other pleadings as may be
      required in support of positions taken by the Committee,
      including all trail preparation as may be necessary;

   f) confer with the professional retained by the Debtors and
      other parties in interest, as well as with such other
      professionals;

   g) coordinate the receipt and dissemination of information
      prepared by and received from the Debtors' professionals, as
      well as information that may be received from other
      professionals engaged by the Committee;

   h) participate in such examinations of the Debtors and other
      witnesses as may be necessary in order to anaylze and
      determine the Debtors' assets and financial condition,
      whether the Debtos have made any avoidable transfers of
      property, or whether causes of action exist on behalf of the
      Debtors' estates;

   i) negotiate and formulate a plan of reorganization for the
      Debtors; and

   j) assist the Creditors' Committee generally in performing such
      other services as may be desirable or required for the
      discharge of the Committee's duties.

The Committee tells the Court that the firm's professionals bill:

   Professional/Designation         Hourly Rate
   ------------------------         -----------
   Robert J. Stark, Esq.               $715
   Attorneys                        $320 - $890
   Paraprofessionals                $190 - $275

The Committee assures the Court that the firm is "disinterested"
as that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

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


FEDDERS CORP: Panel Taps Greenberg Traurig as Delaware Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditor in Fedders North
America Inc. and its debtor-affiliates' bankruptcy cases asks the
United States Bankruptcy Court for the District of Delaware for
permission to retain Greenberg Traurig LLP as its Delaware
counsel.

As the Committee's Delaware counsel, Greenberg Traurig will:

   a. provide legal advice with respect to the Committee's rights,
      powers and duties in these cases;

   b. assist the lead counsel in preparing, filing and serving all
      necessary applications, answers, response, objections,
      orders, reports and other legal papers;

   c. represent the Committee in any matters arising in the cases
      including disputes or issues with the Debtors, alleged
      secured creditors or other creditors or third parties;

   d. assist the Committee in it investigation and analysis of
      the Debtors, including but not limited to, the review
      and analysis of all pleadings, claims and plans of
      reorganization that may be filed in these cases and any
      negotiations or litigation that may arise out of or in
      connection with the matters, operations and financial
      affairs;

   e. represent the Committee in all aspects of confirmation
      proceedings; and

   f. perform all other legal services for the Committee that may
      be necessary or desrirable in these proceedings.

The firm's professionals and their compensation rates are:

      Professionals                 Hourly Rates
      -------------                 ------------
      Donald J. Detweiler, Esq.        $510
      Victoria W. Counihan, Esq.       $475
      Dennis A. Meloro, Esq.           $360
      Elizabeth C. Thomas, Esq.        $190

      Designations                  Hourly Rates
      ------------                  ------------
      Shareholders                    $235-$570
      Associates                      $130-$480
      Legal Assistants                 $65-$230
      Paralegals                       $65-$230

Victoria W. Counihan, Esq., a shareholder of the firm, assures
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.

Ms. Counihan can be reached at:

   Victoria W. Counihan, Esq.
   Greenberg Traurig LLP
   1007 North Orange Street, Suite 1200
   Wilmington, Delaware 19801
   http://www.gtlaw.com/

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


FEDDERS CORP: Panel Wants Lowenstein Sandler as Special Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Fedders North
America Inc. and its debtor-affiliates' bankruptcy cases asks the
U.S. Bankruptcy Court for the District of Delaware for authority
to retain Lowenstein Sandler PC as its special litigation counsel
and conflicts counsel.

The Committee seeks to retain Lowenstein as special counsel with
regard to issues pertaining to Bank of America and Goldman Sachs
Credit Partners LP, as well as any matters where lead counsel
finds a real or potential conflict of where lead counsel and the
Committee deem it appropriate.  Lowenstein tells the Court that it
intends to work closely with Saul Ewing Remick & Saul LLP, the
Committee's lead counsel.

             Issues with Bank of America and Goldman

Last month, the Troubled Company Reporter said, citing Bloomberg
News that the Committee had opposed the $79 million in
postpetition financing provided to Fedders by a group including
Goldman Sachs Credit Partners LP and Bank of America NA.  The
Committee called the loan "outrageously expensive" arguing that it
costs 14% over the London interbank offered rate for the term loan
and LIBOR plus 5% for the revolving credit.  In August 2007,
Fedders obtained interim Court approval to borrow under the
financing agreement.

Lowenstein will bill on an hourly basis, plus reimbursement of the
actual and necessary expenses the firm incurs.  The firm's rates
are:

            Designation              Hourly Rate
            -----------              -----------
            Partners                 $400 - $725
            Counsel                  $265 - $445
            Associates               $185 - $450
            Legal Assistants          $75 - $175

Lowenstein assures the Court that it does not hold, or represent
any other entity having an adverse interest in connection with the
Debtors' cases.

A hearing is scheduled tomorrow at 10:00 a.m. for considering
approval of the firm's retention.

The firm can be contacted at:

             Sharon L. Levin, Esq., Member
             Lowenstein Sandler PC
             65 Livingston Avenue
             Roseland, NJ 07068
             Tel: (973) 597-2500
             http://www.lowenstein.com/

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


FIRST DATA: Moody's Rates $3.75 Billion Senior Notes at B3
----------------------------------------------------------
Moody's Investors Service assigned a B3 rating to First Data
Corporation's $3.75 billion senior unsecured cash pay notes, the
proceeds of which will be used to permanently finance a portion of
its leveraged buyout by Kohlberg, Kravis, Roberts & Co., which
closed on Sept. 24, 2007.  The ratings are subject to Moody's
review of final documentation.  The rating outlook for First Data
is stable.

The total LBO transaction value is about $29 billion.  Financing
for the transaction includes $1 billion of Holdings senior PIK
notes (3.4% of proposed financing sources), and
$6.4 billion of common equity contributed by equity sponsor KKR
(21.7%).  The company has committed bridge financing for all
unsold debt instruments.

The B2 Corporate Family Rating is constrained by considerable
financial leverage pro forma for the buyout (pro forma debt to
EBITDA approximates 9x) and reflects an expectation that credit
metrics, including free cash flow to debt, will remain weak for at
least eighteen months following the transaction's close.  The main
factors that help mitigate the company's high leverage are FDC's
large size, service breadth, liquidity, and leading market
positions in the steadily growing markets (with revenue growth in
the mid to high single digit range with minimal fluctuation for
economic cyclicality) of electronic commerce and payment solutions
for financial institutions, merchants, and other organizations
worldwide.

The company's corporate family rating, pro forma for the
anticipated financial leverage of the buyout, is weakly positioned
in the B2 category because of its high debt burden. The rating
assumes free cash flow to debt of less than 1% and EBITDA less
capital expenditures interest coverage of about 1.1x (including
PIK interest) during the twelve months that follow the
acquisition's close.

FDC has targeted certain initiatives that are underway to improve
its cost structure and exit its official check and money order
processing business (Integrated Payment Systems, IPS).  The cost
savings initiatives include efforts to reduce corporate overhead
spending, streamline business unit costs, consolidate data and
command centers, and capitalize on global labor sourcing
opportunities.  The B2 rating assumes these initiatives will
generate at least $150 million of near-term savings by the end of
2008.

With respect to liquidity, the company is expected to have near
full availability under its $2 billion senior secured revolver
(about $200 million drawn at the LBO's closing and less than $100
million incremental draws in the twelve months subsequent to
closing) and will have over $500 million of available cash on
hand.  The senior secured credit facilities have a debt to EBITDA
financial maintenance covenant, which Moody's views as providing a
substantial cushion, set at a ratio of 7.25x senior debt to
EBITDA, to be first tested on a quarterly basis for the fourth
quarter of 2008.  This test ratio then steps down by 0.25x each
year thereafter to 6x at December 2013.  The company is expected
to generate at least modest free cash flow by the end of 2008.

The B3 rating on the company's $3.75 billion senior unsecured cash
pay notes, one notch below the Corporate Family Rating, reflects a
loss given default of LGD 5 (77%).

The stable rating outlook reflects Moody's expectation that the
company will achieve moderate organic revenue growth and EBITDA
improvement over the next 12-18 months.  Cash flow, financial
leverage, and interest coverage are expected to remain weak for
the rating category during this period.  Given the weak pro forma
credit metrics, a moderate decline in profitability could put
downward pressure on the ratings.  

Downward ratings pressure could also occur were Moody's to expect
the company's free cash flow to be negative on a sustained twelve
month basis.  Weak credit metrics make an upgrade unlikely in the
near term.  Over the intermediate term, the ratings could be
upgraded were FDC to achieve favorable revenue and profit growth
and debt reduction, and if free cash flow to debt were to be
sustained in the mid single digits or higher.

This rating was assigned:

   -- $3.75 billion senior unsecured cash pay notes (due 2015)
      - B3, LGD 5 (77%)

Based in Greenwood Village, Colorado, First Data Corporation is a
global leader in electronic commerce and payment solutions for
financial institutions, merchants, and other organizations
worldwide.


FIRST MAGNUS: Unsecured Creditors to Get Cash Payouts Under Plan
----------------------------------------------------------------
First Magnus Financial Corporation on Monday filed a plan of
liquidation and an accompanying disclosure statement explaining
the terms of the plan, which contemplates recoveries to creditors
through an orderly liquidation of the assets of its bankruptcy
estate.

Based on its experience, along with the input from MCA Financial
Group, Ltd., its financial advisors, the Debtor anticipates a
distribution of $28,000,000 to $44,000,000 to unsecured creditors
net of liquidation expenses and depending on whether the
liquidation needs to be completed before or after end of 2007.  
Additional recoveries for unsecured creditors may be provided
through the capture of equity following the sale of the  
remaining portions of the the Debtor's warehouse loan portfolio,
the sale of certain intellectual property, and litigation
recoveries obtained by First Magnus.

The Debtor does not expect to assume any executory contracts as
part of the Plan.  Unless otherwise stated, all executory
contracts will be rejected.

The Debtor believes that the distributions under the Plan will
meet or exceed the recoveries that creditors would receive in a
Chapter 7 liquidation of the Debtor and its Estate.

The Plan contemplates payment in full of (i) all fees and costs
incurred by professionals retained in the Chapter 11 case, (ii)
$11,534,000 in employee wages and commissions subject to priority
under Section 507(a)(4) of the Bankruptcy Code and $903,000 in
employee benefits and related claims, and (iii) secured claims.

The Plan provides for cash distributions to holders of unsecured
claims, through payouts from sums held by the Liquidating Trust
under a certain Dividend Fund.  Holders of equity security
interests in, and subordinated claims, the Debtor will not
receive any distributions under the Plan.

As of Oct. 1, 2007, the Debtor has incurred about $800,000 in
fees for professionals retained in its Chapter 11 case:

   (i) Greenberg Traurig, general bankruptcy counsel for the
       Debtor: approximately $350,000;

  (ii) Osborn Maledon, conflicts counsel for the Debtor:
       approximately $50,000;

(iii) MCA, financial advisors for the Debtor: approximately
       $200,000;

  (iv) Warner Stevens, counsel for the Creditors Committee:
       approximately $177,500.

               Morris Aaron as Liquidating Trustee

The Plan also contemplates that on the Effective Date, Morris C.
Aaron, president and senior managing director of MCA, will be
appointed as the liquidating trustee.  Mr. Aaron will have duties
and powers to liquidate the remaining assets of the estate other
than claims and causes of actions by the estate against all
parties, and all avoidance actions under Sections 543 to 550 of
the Bankruptcy Code.  Before the entry of an order confirming hte
Plan, the Official Committee of Unsecured Creditors will select a
litigation trustee who will prosecute or settle the Estate Tort
and Chapter 5 claims.  The trustees will consult with an Advisory
Board consisting of two members selected by the Committee and one
member selected by the Debtor prior to the Plan's confirmation.  
As of the Effective Date, title to all property of the Debtor and
its bankruptcy estate will vest in the Liquidating Trust.

A full-text copy of the Debtor's Chapter 11 Plan of Liquidation
is available for free at:

               http://ResearchArchives.com/t/s?244f

A full-text copy of the Debtor's Disclosure Statement is
available for free at:

               http://ResearchArchives.com/t/s?2450

Since its Chapter 11 filing, the Debtor has been winding down its
affairs initially with approximately 157 retained employees.  
Just over seven weeks into the bankruptcy case, the number of
retained employees has been reduced by over 60% to 66 in number.

Several members of the Debtor's management team have been working
full time with no compensation to ensure that creditors receive
substantial recoveries through an orderly liquidation of the
assets of the bankruptcy estate.

First Magnus has marketed or sold several of its assets including,   
construction loans and REO properties with a total principal
amount outstanding of $8,483,760 to Summit Investment Management,
LLC; unencumbered commercial lot in Tucson to Rynoke, LLC for
$1,600,000, subject to better offers; and encumbered mortgage
loans to Steel Mountain Capital Management, LLC, for about  
$61,000,000, subject to various adjustments.  

                        About First Magnus

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

The Debtor's exclusive period to file a plan expires on Dec. 19,
2007.  (First Magnus Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or        
215/945-7000).


FIRST MAGNUS: Committee Supports Request to Deny BofA's Objection
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of First Magnus
Financial Corporation asks the U.S. Bankruptcy Court for the
District of Arizona to deny Bank of America's request for an
accounting of and turnover of prepetition payments received by the
Debtor with respect to consumer home mortgage loans it sold to
Bank of America.  Also, the Committee asks the Court to deny Bank
of America's request to disallow the Debtor to use as cash
collateral the prepetition payments sold to BofA.

Bank of America had filed its objection complaint telling the
Court that it does not approve First Magnus's attempt to use as
cash collateral any mortgage payments or sold mortgage loan cash
the Debtor owes to Bank of America.   The bank contested that
under a correspondent, loan purchase and sale agreement, the
Debtor has about $107,000 that should be transferred to the Bank
of America.

However, the Committee says it agrees with the Debtor that Bank of
America failed to establish its rights to the funds since it did
not provide supporting documents before the Court.  It further
says that to grant BofA's request would favor only one general
unsecured creditor to the detriment of all others.

As reported in the Troubled Company Reporter on Oct. 17, 2007,
First Magnus asks the Hon. James M. Marlar to deny Bank of
America's objection to its request to use lenders' cash
collateral.

The TCR had previously reported that Judge Marlar had denied First
Magnus' motion to borrow $15,000,000, including $5,000,000 on an
interim basis, from Wells Fargo Business Credit and Summit
Investment Management LLC.

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

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

                        About First Magnus

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

The Debtor's exclusive period to file a plan expires on Dec. 19,
2007.  (First Magnus Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or        
215/945-7000).


FIRST UNION: Moody's Affirms Junk Ratings on Two Cert. Classes
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of 10 classes of First Union National
Bank-Chase Manhattan Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 1999-C2 as:

   -- Class A-2, $581,177,162, affirmed at Aaa
   -- Class IO, Notional, affirmed at Aaa
   -- Class B, $47,260,093, affirmed at Aaa
   -- Class C, $62,028,874, affirmed at Aaa
   -- Class D, $14,768,779, affirmed at Aaa
   -- Class E, $41,352,582, affirmed at Aaa
   -- Class F, $17,722,535, upgraded to Aaa from Aa1
   -- Class G, $41,352,582, upgraded to A3 from Baa2
   -- Class H, $11,815,024, upgraded to Baa3 from Ba1
   -- Class J, $11,815,023, affirmed at Ba3
   -- Class K, $11,815,024, affirmed at B3
   -- Class L, $11,815,023, affirmed at Caa1
   -- Class M, $11,815,024, affirmed at Caa3

As of the Sept. 17, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 26.3% to
$870.2 million from $1.2 billion at securitization.  The
certificates are collateralized by 180 mortgage loans ranging in
size from less than 1% of the pool to 4.8% of the pool, with the
top 10 loans representing 18% of the pool.  The pool includes a
conduit component, representing 46.8% of the pool, and a credit
tenant lease component, representing 3.6% of the pool.  Sixty-
eight loans, representing 49.6% of the pool, have defeased and are
secured by U.S. Government securities.

Thirty-seven loans have been liquidated from the pool, resulting
in aggregate realized losses of about $15.4 million. One loan,
representing 0.5% of the pool, is in special servicing.  Moody's
estimates an estimated loss of $1.2 million for the specially
serviced loan.  Thirty-four loans, representing 11.3% of the pool,
are on the master servicer's watchlist.

Moody's was provided with full-year 2006 operating results for 90%
of the performing conduit loans in the pool.  Moody's loan to
value ratio for the conduit component is 79%, compared to 81.6% at
last review in October 2006 and compared to 89.1% at
securitization.  Moody's is upgrading Classes F, G and H due to a
large percentage of defeased loans and stable overall pool
performance.

The top three loans represent 8.1% of the outstanding pool
balance.  The largest loan is the Olen Portfolio Loan
($34.1 million - 3.9%), which is secured by five office/industrial
properties and one office building, located in Orange County,
California.  The properties total 609,000 square feet.  Moody's
LTV is 85%, compared to 86.2% at last review and compared to 96.1%
at securitization.

The second largest loan is the Westgate Village Loan
($19.5 million - 2.2%), which is secured by a 342,853 square foot
retail center located in Amarillo, Texas.  Moody's LTV is 79.4%,
compared to 80.8% at last review and compared to 85.8% at
securitization.

The third largest loan is the Vista Ridge Plaza I, II & Shops Loan
($16.8 million -- 1.9%), which is secured by a 290,227 square foot
community shopping center located in Lewisville, Texas.  Moody's
LTV is 63.9%, compared to 65.1% at last review and compared to
83.9% at securitization.

The CTL component includes 17 loans secured by properties under
bondable leases.  The largest exposures include Rite Aid Corp.
(28.8% of the CTL component, Moody's senior unsecured rating
Caa1/Caa2 -- stable outlook), CVS (26.8%; Moody's senior unsecured
rating Baa2 - stable outlook) and Walgreen Co. (24.5%; Moody's
long term issuer rating Aa3 -- on review for possible downgrade).


FORD MOTOR: Continues Low-Level Contract Talks with UAW
-------------------------------------------------------
Ford Motor Co. has resumed low-level talks with the United Auto
Workers union, but company sources said union leaders have not yet
set a date to resume formal negotiations on new national contract,
Bryce G. Hoffman of The Detroit News reports.

As reported in the Troubled Company Reporter on Oct. 11, 2007,
General Motors Corp. confirmed that its UAW-represented employees
have ratified the GM-UAW 2007 national labor agreement.  On Oct.
15, 2007, the UAW Chrysler Council, which includes local union
leaders from Chrysler facilities throughout the United States,
voted overwhelmingly to recommend ratification of a new tentative
labor agreement with Chrysler reached on Oct. 10, 2007.

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.


GENERAL MOTORS: To Cut 767 Jobs at Hammtramck Plant in December
---------------------------------------------------------------
In December 2007, General Motors Corp. will initiate a lay off
program at the Hamtramck assembly plant in Detroit, Michigan,
affecting 767 workers, according to various reports.

Due to the decline in sales, the assembly plant, which employs
1,847 hourly workers and manufactures Buick Lucerne and Cadillac
DTS sedans, will be fusing two shifts into one on Dec. 14, 2007.  
The plant currently produces 40 cars per hour over two shifts.  
After Jan. 2, 2008, the plant will manufacture 56 cars per hour
over one shift, sources report citing GM spokesman Tom Wickham.

Sales of the Cadillac DTS are down 14% this year, while sales of
the Lucerne have fallen 15%, sources disclosed referring to  
Autodata Corp.

"The products are selling but the capacity is greater than the
demand," Mr. Wickham said.  "We have to make sure we don't have
too much inventory out there."

As reported in the Troubled Company Reporter on Sept. 27, 2007, GM
reached a labor deal with the United Auto Workers union, bringing
unprecedented job security with company commitments to invest in
new products for its existing U.S. facilities, as well as a
moratorium on plant closings and outsourcing of work over the life
of the agreement.  The UAW also was able to secure a commitment to
hire 3,000 temporary workers into full-time, traditional
employment.

Sources say that under the labor contract, the Hamtramck plant,
one of those who were promised jobs, will start production of a
crossover vehicle in 2009 and a midsize Chevrolet sedan in 2012.  
The plant is expected to manufacture GM's planned electric hybrid
vehicle, the Chevrolet Volt, in 2010.

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 Oct. 17, 2007,
Standard & Poor's Ratings Services said that its long-term ratings
on General Motors Corp. remain on CreditWatch with positive
implications, where they were placed Sept. 26, 2007.  S&P placed
the ratings on CreditWatch when GM and its main union, the United
Auto Workers, reached a tentative new labor contract.  The UAW has
since approved that contract, and GM discussed the contract's
economics.  S&P expect to resolve the CreditWatch listing by Oct.
31, 2007.

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.


GENERAL MOTORS: New UAW Terms Cue Moody's Positive Outlook
----------------------------------------------------------
Moody's Investors Service changed the outlook of General Motors
Corporation's long-term-debt rating to positive from negative, and
also raised the company's speculative grade liquidity rating to
SGL-1 from SGL-3 following the company's announcement of the terms
of its new contract with the UAW.  GM's existing long-term ratings
-- including B3 corporate family, Ba3 senior secured, and Caa1
senior unsecured -- are unchanged.  The ratings of GMAC (senior
rating of Ba1/Negative outlook) are also unaffected.

The positive outlook recognizes the substantial long-term cost
benefits of the new UAW contract, balanced against the significant
near-term product and revenue challenges the company will continue
to face during 2008 and 2009. Importantly, GM has a substantial
liquidity position consisting of $30 billion in cash and $5.8
billion in long-term credit facilities.  This liquidity position
will provide ample financial flexibility during the next two years
as GM faces these challenges and moves toward the 2010 period
during which the substantial cost benefits of the new UAW contract
begin to take hold.

During the next 12 to 18 months if the company demonstrates the
capacity to make progress in addressing product and revenue
challenges -- stabilizing its share position, building market
acceptance of new products, maintaining a disciplined approach
toward the use of incentives, and limiting sales to the daily
rental segment -- its rating could be considered for possible
upgrade.  Such an action would recognize Moody's view that GM is
capable of making continuing progress in establishing a
competitive and sustainable business model, and taking full
advantage of the cost benefits that the UAW contract will afford
by 2010.  Any consideration for a possible upgrade would also
reflect Moody's expectation that GM is capable of generating
positive free cash flow, sustaining interest coverage exceeding
1x, and achieving EBITA margins approximating 2.5% during the 2009
time frame.

Bruce Clark, senior vice president with Moody's, said, "This
contract will help to significantly narrow the cost disadvantage
that GM has relative to Asian transplants.  Its various elements
could save the company as much as $4 billion per year, and lower
wage and benefit costs by more than $800 per vehicle."  However,
Mr. Clark cautioned that "While the contract has some truly
transformational elements, meaningful cost benefits won't begin to
take hold until 2010, and GM will face a pretty tough environment
until then.  The company's biggest challenge will remain on the
revenue and product side -- producing automobiles that consumers
want and that are priced high enough to generate a profit."

GM's new UAW contract could lay the groundwork to significantly
improve the company's long-term competitive position by allowing a
two-tier wage structure, altering the conditions for idled worker
participation in the JOBs bank program, and shifting
responsibility for retiree health care to a UAW-managed VEBA.  The
two-tier wage structure could begin to yield moderate but
increasing benefits during 2009, and the changes to the JOBs bank
program will afford important flexibility to adjust manufacturing
capacity to market conditions.  The creation of the UAW-managed
VEBA would free GM from about $3.5 billion in annual retiree
healthcare payments beginning in 2010.

However, during 2008 and 2009 there will be minimal operational
benefits from the contract, and GM will have to fund about
$4 billion in upfront cash payments to implement the agreement.  
In addition, the company will have to contend with considerable
near-term market and competitive challenges.

These include: the ongoing pressure on its US share position; the
shift in North American consumer preference toward smaller
vehicles; a financially weak supplier base; and the competitive
pressures that force it to price its automobiles (as distinguished
from trucks and SUVs) several thousand dollars less that
similarly-equipped Asian vehicles.  In addition, the US auto
sector could face softening demand during 2008.  As a result of
these operational challenges, GM's key financial metrics will
likely remain weak during the coming year with negative free cash
flow, and interest coverage of less than 1x.

The increase in the speculative grade liquidity rating to SGL-1
recognizes that GM will have very strong sources of liquidity to
cover all cash requirements through 2008.  These sources include
about $30 billion in cash and securities, and
$5.8 billion in committed credit facilities with maturities beyond
2009.  These sources should enable GM to comfortably fund all cash
requirements associated with the implementation of the new UAW
contract, restructuring expenditures to accelerate hourly-worker
attrition, debt maturities, and operating requirements through
2009.

General Motors Corporation, headquartered in Detroit, is the
world's largest automaker, based on 2006 sales.


GLOBAL POWER: Wants Court to Approve Plan Support Agreement
-----------------------------------------------------------
Global Power Equipment Group Inc. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to approve
an agreement in support of the Debtors' Joint Chapter 11 plan of
Reorganization.  The agreement was entered into by the Debtors,
the Official Committee of Unsecured Creditors, the Official
Committee of Equity Security Holders, and holders of 100% of
Global Power's 4.25% Convertible Senior Subordinated Notes.

The Debtors relate that the Plan Support Agreement contemplates
and provides the basis for the Parties' support for confirmation
and consummation of the Plan and is based on a rights offering on
private placement of up to $90 million.  The proceeds of which,
the Debtors say, will be used to fund the Plan.  The rights
offering and private placement will be memorialized in a Backstop
Stock Purchase Agreement, the Debtors add.

The Court has set a hearing for October 24 to consider the
Debtors' request.

                       About Global Power

Headquartered in Oklahoma, Global Power Equipment Group Inc.
(Pink Sheets: GEGQQ) -- http://www.globalpower.com/-- is a
design, engineering and manufacturing firm providing an array of
equipment and services to the energy, power infrastructure and
process industries.  The company designs, engineers and
manufactures a comprehensive portfolio of equipment for gas
turbine power plants and power-related equipment for industrial
operations, and has over 40 years of power generation industry
experience.  The company's equipment is installed in power
plants and in industrial operations in more than 40 countries on
six continents.  In addition, the company provides routine and
specialty maintenance services to nuclear, coal-fired, fossil, and
hydroelectric power plants and other industrial operations.

The company has facilities in Plymouth, Minnesota; Tulsa,
Oklahoma; Auburn, Massachusetts; Atlanta, Georgia; Monterrey,
Mexico; Shanghai, China; Nanjing, China; and Heerleen, The
Netherlands.

The company filed for chapter 11 protection on Sept. 28, 2006
(Bankr. D. Del. Case No. 06-11045).  Thomas E. Lauria, Esq.,
Matthew C. Brown, Esq., Gerard Uzzi, Esq., John Cunningham, Esq.,
and Frank Eaton, Esq., at White & Case LLP; and Jeffrey M.
Schlerf, Esq., Eric M. Sutty, Esq., and Mary E. Augustine, Esq.,
at The Bayard Firm, represent the Debtors.  Kurtzman Carson
Consultants LLC acts as the Debtors' noticing and claims agent.  
At Oct. 31, 2006, Global Power's balance sheet showed total assets
of $177,758,000 and total debts of $99,017,000

Jeffrey S. Sabin, Esq., and David M. Hillman, Esq., at Schulte
Roth & Zabel LLP; and Adam G. Landis, Esq., and Kerri K. Mumford,
Esq., at Landis Rath & Cobb LLP, represent the Official Committee
of Unsecured Creditors.  The Official Committee of Equity Security
Holders is represented by Howard L. Siegel, Esq., and Steven D.
Pohl, Esq., at Brown Rudnick Berlack Israels LLP.


GLOBAL POWER: Exclusive Plan-Filing Period Extended to October 24
-----------------------------------------------------------------
The Hon. Brendan Linehan Shannon of the U.S. Bankruptcy Court for
the District of Delaware issued a sixth bridge order extending
Global Power Equipment Group Inc. and its debtor-affiliates'
exclusive period to file a chapter 11 plan of reorganization to
Oct. 24, 2007.  Judge Shannon also extended the Debtors' exclusive
period to solicit acceptances of that plan to Dec. 24, 2007.

Headquartered in Oklahoma, Global Power Equipment Group Inc.
(Pink Sheets: GEGQQ) -- http://www.globalpower.com/-- is a
design, engineering and manufacturing firm providing an array of
equipment and services to the energy, power infrastructure and
process industries.  The company designs, engineers and
manufactures a comprehensive portfolio of equipment for gas
turbine power plants and power-related equipment for industrial
operations, and has over 40 years of power generation industry
experience.  The company's equipment is installed in power
plants and in industrial operations in more than 40 countries on
six continents.  In addition, the company provides routine and
specialty maintenance services to nuclear, coal-fired, fossil, and
hydroelectric power plants and other industrial operations.

The company has facilities in Plymouth, Minnesota; Tulsa,
Oklahoma; Auburn, Massachusetts; Atlanta, Georgia; Monterrey,
Mexico; Shanghai, China; Nanjing, China; and Heerleen, The
Netherlands.

The company filed for chapter 11 protection on Sept. 28, 2006
(Bankr. D. Del. Case No. 06-11045).  Thomas E. Lauria, Esq.,
Matthew C. Brown, Esq., Gerard Uzzi, Esq., John Cunningham, Esq.,
and Frank Eaton, Esq., at White & Case LLP; and Jeffrey M.
Schlerf, Esq., Eric M. Sutty, Esq., and Mary E. Augustine, Esq.,
at The Bayard Firm, represent the Debtors.  Kurtzman Carson
Consultants LLC acts as the Debtors' noticing and claims agent.  
At Oct. 31, 2006, Global Power's balance sheet showed total assets
of $177,758,000 and total debts of $99,017,000

Jeffrey S. Sabin, Esq., and David M. Hillman, Esq., at Schulte
Roth & Zabel LLP; and Adam G. Landis, Esq., and Kerri K. Mumford,
Esq., at Landis Rath & Cobb LLP, represent the Official Committee
of Unsecured Creditors.  The Official Committee of Equity Security
Holders is represented by Howard L. Siegel, Esq., and Steven D.
Pohl, Esq., at Brown Rudnick Berlack Israels LLP.


GMAC LLC: Financial Services Unit Restructures Mortgage Operations
------------------------------------------------------------------
GMAC Financial Services, a subsidiary of GMAC LLC, is
restructuring its mortgage operations, Residential Capital LLC, as
severe weakness in the housing market and mortgage industry
continues to prevail.  ResCap will streamline its operations and
revise its cost structure, which will enhance its flexibility,
allowing it to scale operations up or down more rapidly to meet
changing market conditions.

On Oct. 15, 2007, a restructuring plan was approved that will
include ResCap reducing its current worldwide workforce of 12,000
associates by approximately 25 percent, or by approximately 3,000
associates, with the majority of reductions occurring in the
fourth quarter of 2007.

The reduction in workforce is in addition to the measures
undertaken in the first half of 2007 in which 2,000 positions were
eliminated.

"We deeply respect and value all of our associates.  While
workforce reductions are very difficult, we will treat our
departing associates with sensitivity in keeping with our values,"
said Jim Jones, ResCap chief executive officer.
The reduction in ResCap's workforce was influenced by sharp
downturns in the U.S. residential real estate markets and the
global dislocation of the mortgage finance and credit markets.  
The mortgage industry continues to experience lower overall
origination volumes; illiquidity in the secondary market; and
adverse trends in home price appreciation.

As a result of the actions, ResCap will incur restructuring
charges, which are expected to range from $90 to $110 million,
which will include costs related to severance and other employee-
related costs of approximately $55 to $65 million and the closure
of facilities of approximately $35 to $45 million.  The majority
of the charges will be incurred in the fourth quarter of 2007.  
Consolidated charges are expected to result in future cash
expenditures of approximately $85 to $95 million.

The workforce reductions will include a range of administrative
and managerial positions.  Business units most affected by lower
mortgage market origination volumes will incur the most
reductions.  All eligible associates affected by the workforce
reduction will be provided severance packages and outplacement
assistance.

ResCap said it will continue to modify its product offerings based
on market conditions, and has sharply reduced its exposure to
nonprime and prime non-conforming loans this year.  Nevertheless,
ResCap added it will continue to offer a broad and competitive
menu of high quality products and will pursue growth plans
opportunistically in areas where the company maintains a
competitive advantage. In addition, ResCap will continue to
leverage its relationship with GMAC Bank and its efficient,
dependable sources of funding.

                  About Residential Capital, LLC

Residential Capital LLC -- https://www.rescapholdings.com/ -- is a
real estate finance company, focused primarily on the residential
real estate market in the United States, Canada, Europe, Latin
America and Australia.  The company's diversified businesses cover
the spectrum of the U.S. residential finance industry, from
origination and servicing of mortgage loans through their
securitization in the secondary market.  It also provides capital
to other originators of mortgage loans, residential real estate
developers, and resort and timeshare developers.

                           About GMAC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors    
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919
and currently employs about 31,000 people worldwide.  At Dec. 31,
2006, GMAC held more than $287 billion in assets and earned net
income for 2006 of $2.1 billion on net revenue of $18.2 billion.


GMAC LLC: Moody's Affirms Ba1 Senior Unsecured Rating
-----------------------------------------------------
Moody's Investors Service affirmed GMAC's ratings (Ba1 senior
unsecured, Not-Prime short-term), while maintaining its negative
rating outlook.  This followed Moody's decision to change the
rating outlook for General Motors Corporation to positive from
negative.

Moody's expectation that GM's operating fundamentals will improve
with the implementation of its new labor accord has positive
implications for GMAC's credit profile, given the extent and scale
of GMAC's business ties to GM.  However, weakened performance at
Residential Capital LLC, GMAC's residential mortgage finance
subsidiary, continues to pose more immediate risks to GMAC's
profile that warrants maintaining GMAC's negative rating outlook.  
ResCap's Ba1 senior unsecured rating is on review for possible
downgrade, reflecting operating challenges and uncertainties
regarding its funding and origination flows in its businesses due
to continued volatility in the mortgage market.

If ResCap's performance were to suffer additional setbacks, GMAC
could decide to support ResCap financially, possibly to the
detriment of its own stand-alone profile.  Should such support
become probable, Moody's would equalize GMAC's ratings with
ResCap's ratings.

Moody's analyst Mark Wasden said "extension of support by GMAC to
ResCap potentially undermines the notion of separate operating and
financial protocols between the companies."  He added that "a
down-streaming of support from GMAC's owners, however, could leave
GMAC in a neutral position from a rating standpoint, all else
equal."

Positive developments at GM are likely to eventually be beneficial
to GMAC's business results, if GM's profitability improves.  
Moody's notes, however, that there remains uncertainty regarding
GM's long-term competitive positioning and performance.  GM's
credit profile will continue to be a key driver of GMAC's credit
ratings.

"On the other hand, GMAC's ratings are not likely to increase on
the basis of any further improvement in GM's ratings, as long as
uncertainties at ResCap remain at a heightened level," said Mr.
Wasden.

Earnings in GMAC's auto and insurance operations have proved
resilient amidst GM-related challenges.  Still, the firm is
contending with finance margins that, while improved in 2007,
remain weaker than in historical periods.  GMAC's margins
therefore have less capacity to absorb a negative turn in asset
performance.  Positively, GMAC has managed its liquidity well in
light of recent challenges in the credit markets, though spread
widening is likely to affect near-term results.

GMAC LLC is a Detroit-based provider of retail and wholesale auto
financing, residential mortgage financing, and auto extended
warranty and insurance products.  GMAC reported a
June 30, 2007, six-month consolidated net loss of $12 million.


GO BONDS: S&P Puts 'B' Rating on $150.345 Mil. Series 2007A Bonds
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating, and
stable outlook, to Guam's $150.345 million series 2007A GO bonds.
     
The rating service also affirmed its 'B' rating, with a stable
outlook, on Guam's roughly $117 million of parity GO debt.
     
The rating reflects the general government's highly speculative-
grade credit characteristics, including the government's massive
historical budget imbalance, leading to accumulated and still-
growing deficits, unfunded long-term liabilities, and continuous
operating cash flow pressure; the territory's mainly tourism-based
economy, primarily from Asia, leaving it vulnerable to economic
cycles; and the potential effect of severe weather events, such as
the two major typhoons that devastated the island in 2002, on the
economy.
     
The stable outlook reflects the rating service's expectation that
economic growth will occur throughout the term of the U.S.
military buildup and beyond, benefiting Guam and providing it with
opportunities to improve its financial position.
     
"While uncertainty remains as to both future political willingness
and whether or not any fiscal recovery plan, once identified and
implemented, will address the annual budget imbalance, as well as
the significant long-term liabilities, S&P assume officials will
at least maintain marginal cash flows that allow Guam to operate
and maintain service levels," said Standard & Poor's credit
analyst Ted Chapman.  "In addition, while a 'B' rating assumes
additional financial volatility within the highly speculative
band, it also assumes that Guam will still meet debt service
payments."
     
Officials will use bond proceeds to refund and restructure the
government's series 1993A GO bonds, extending final maturity to
2038 from 2019.  The restructuring's goal is to provide Guam the
flexibility to issue additional debt, probably sometime in the
first quarter of 2008, as part of a deficit financing and fiscal
recovery package approved in the fiscal 2008 budget.  Although
Gov. Felix Camacho and the current Guam Legislature have yet to
agree on all of the long-term fiscal recovery plan's details, the
proposed $115 million bond package should include $92 million to
address a cost-of-living-adjustment judgment, $12 million to pay
some of the most delinquent tax refunds, and $11 million to fund
critical improvements to Guam Memorial Hospital.


GOODYEAR TIRE: Conversion Period for Conv. Notes Ends Dec. 31
-------------------------------------------------------------
The Goodyear Tire & Rubber Company's 4% Convertible Senior Notes
due June 15, 2034 are now convertible at the option of the holders
and will remain convertible through Dec. 31, 2007, the last
business day of the current fiscal quarter.

The notes became convertible because the last reported sale price
of the company's common stock for at least 20 trading days during
the 30 consecutive trading-day period ending on Oct. 15, 2007 (the
11th trading day of the current fiscal quarter), was greater than
120% of the conversion price in effect on such day.  The notes
have been convertible in previous fiscal quarters.

The company will deliver shares of its common stock or pay
cash upon conversion of any notes surrendered on or prior to Dec.
31, 2007.  If shares are delivered, cash will be paid in lieu of
fractional shares only.  Issued in June 2004, the notes are
currently convertible at a rate of 83.0703 shares of common stock
per $1,000 principal amount of notes, which is equal to a
conversion price of $12.04 per share.

There is approximately $350 million in aggregate principal amount
of notes outstanding.

If all outstanding notes are surrendered for conversion, the
aggregate number of shares of common stock issued would be
approximately 29 million.  The notes could be convertible after
Dec. 31, 2007, if the sale price condition is met in any future
fiscal quarter or if any of the other conditions to conversion set
forth in the indenture governing the notes are met.

                         About Goodyear

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

                          *     *     *

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


GRANT FOREST: Deteriorating Liquidity Cues S&P to Cut Rating
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on privately owned, Toronto-based Grant Forest
Products Inc. to 'B-' from 'B'.  The outlook is negative.
     
"The downgrade reflects further deteriorating liquidity as Grant
completes the construction of two large oriented strand board
mills," said Standard & Poor's credit analyst Donald Marleau.  
Standard & Poor's expects free cash flow will remain negative
through 2008 due to poor profitability caused by very weak
oriented strand board market conditions, heavy interest costs, and
the remaining capital expenditures required to complete the mills.  
"Grant's liquidity should improve in 2009 as the addition of low-
cost capacity improves profitability and capital expenditures
return to very low maintenance levels," Mr. Marleau added.
     
The rating reflects Grant's narrow product focus in highly
cyclical OSB, volatile earnings and cash flow, and high debt
leverage.  These factors are partially offset by the company's
modern cost-efficient facilities and good fiber integration.  
Grant faces increased medium-term credit risk from the
substantially debt-financed mill construction, although the
facilities will improve the company's cost profile and operating
diversity, mitigate its foreign currency exposure, and begin
contributing to profitability by mid-2008.  The company has
traditionally maintained a moderate capital structure, quickly
repaying debt to fund its growth capital expenditures.
     
The outlook is negative.  Persistently low OSB prices and
consequently weak cash flow, combined with the company's large
capital expenditures and higher interest costs, will continue to
consume considerable liquidity through the remainder of 2007 and
2008.  If industry conditions remain weak for a protracted period
or if capital expenditures increase unexpectedly, either of which
contribute to higher debt or weaker liquidity, S&P could lower the
rating further.  Grant has a good track record of reducing debt
upon completing its growth capital expenditures, and Standard &
Poor's expects that the company will return to a moderate
financial risk profile after the Allendale and Clarendon mills are
completed, and will benefit significantly from the new assets.


HEARST-ARGYLE: Fitch Holds BB Rating on Preferred Securities
------------------------------------------------------------
Fitch Ratings kept the ratings of Hearst-Argyle Television, Inc.
and its wholly-owned subsidiary Hearst-Argyle Capital Trust on
Rating Watch Evolving:

Hearst-Argyle Television:

   -- Issuer Default Rating 'BBB-';
   -- Senior unsecured 'BBB-'

Hearst-Argyle Capital Trust:

   -- Convertible preferred securities 'BB'

This action reflects the recent announcement by HTV's 73% majority
owner parent, Hearst Corporation, that its previously announced
tender offer to acquire all of HTV's shares of Series A common
stock that it does not already own has expired, stating that the
conditions precedent to the tender offer have not been satisfied.

Fitch believes there is the possibility for further developments
over the intermediate term and will maintain the existing Watch
status until comfortable that the likelihood of further action on
this issue has diminished.  The Watch Evolving takes into account
the uncertainty related to HTV's pro forma capital structure
should a deal eventually be consummated.

At June 30, 2007, HTV had approximately $1 billion in total debt
and related securities comprising bank debt, bonds, private
placements and HACT's preferred stock.  Covenants vary amongst
these securities.  The bank facility contains a leverage covenant
of 5x, an interest coverage covenant of 2.5x, and a minimum net
worth test.  The private placement notes contain similar leverage
and net worth tests.  The company's public bonds and HACT's
preferred securities do not contain any meaningful financial
covenants.

HTV is a stand-alone public company, of which the Hearst
Corporation indirectly owns about 73% of outstanding common stock
at June 30, 2007.  The Hearst Corporation also owns a 20% interest
in the parent company of Fitch Ratings.


HELLER FINANCIAL: Moody's Holds Caa2 Rating on Class M Certs.
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 10 classes of
Heller Financial Commercial Mortgage Asset Corp., Mortgage Pass-
Through Certificates, Series 1999 PH-1 as:

   -- Class A-2, $459,978,578, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $22,719,000, affirmed at Aaa
   -- Class C, $20,195,000, affirmed at Aaa
   -- Class D, $53,011,000, affirmed at Aaa
   -- Class E, $12,622,000, affirmed at Aaa
   -- Class F, $37,865,000, affirmed at A1
   -- Class G, $17,670,000, affirmed at A3
   -- Class L, $15,146,000, affirmed at B3
   -- Class M, $7,573,000, affirmed at Caa2

As of the Sept. 17, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 29.2% to $715
million from $1 billion at securitization.  The certificates are
collateralized by 149 mortgage loans ranging in size from less
than 1% to 8.3% of the pool, with the top 10 loans representing
19.2% of the pool.  The pool includes three shadow rated loans,
representing 15.7% of the pool.  Thirty-eight loans, representing
25.5% of the pool, have defeased and are collateralized by U.S.
Government securities.

Seven loans have been liquidated from the pool resulting in an
aggregate loss of about $15 million.  Two loans, representing 1.6%
of the pool, are in special servicing.  Moody's is not estimating
any losses from the specially serviced loans currently.  Twenty-
five loans, representing 13.3% of the pool, are on the master
servicer's watchlist.

Moody's was provided with full-year 2006 operating results for
91.2% of the pool's performing loans.  Moody's loan to value ratio
for the conduit component is 84.4%, compared to 82.9% at Moody's
last full review in October 2006, resulting in an affirmation of
all classes.  Moody's LTV at securitization was 88.4%.

The largest shadow rated loan is the South Plains Mall Loan ($58.9
million -- 8.3%), which is secured by the borrower's interest in a
1.1 million square foot regional mall located in Lubbock, Texas.  
The mall is anchored by Dillard's Women and Dillard's Men, J.C.
Penney, Sears, Mervyn's and Bealls.  The in-line shops were 96.2%
occupied as of June 2007, compared to 88.8% at last review.  
Moody's current shadow rating is Baa3, the same as at last review.

The second largest shadow rated loan is the Somerset Grove II Loan
($36.7 million -- 5.1%), which is secured by a 450,000 square foot
office building located in Somerset, New Jersey. The property is
100% leased to AT&T Corp. through April 2009, although the
property is 100% vacant.  The loan matures in May 2009.  Moody's
analysis of this loan reflects concern about balloon risk given
the current weak Somerset office market and the possibility that
the building may be vacant at loan maturity.  Moody's LTV is in
excess of 100%.

The third shadow rated loan is the Station Plaza Office Complex
Loan ($16.4 million - 2.3%) which is secured by a 320,500 square
foot office building located in Trenton, New Jersey.  The property
has been 100% leased since securitization, with 87% of the space
leased to several New Jersey State agencies through October 2017.  
The loan, which matures in August 2013, fully amortizes over its
15-year term and has amortized by about 47% since securitization.  
Moody's current shadow rating is Aa2, compared to Aa3 at last
review.

The top three conduit loans represent 10.1% of the outstanding
pool balance.  The largest conduit loan is the Barefoot Landing
Loan ($32.9 million - 4.6%), which is secured by a 244,000 square
foot entertainment/retail center located in Myrtle Beach, South
Carolina.  The property is 100% occupied, essentially the same as
at last review.  Moody's LTV is 91.9%, compared to 93.5% at last
review.

The second largest conduit loan is the Remington Place Apartments
Loan ($24.2 million - 3.4%), which is secured by a 528-unit
multifamily property located in Schaumburg, Illinois. The property
is 91.5% occupied, compared to 97% at last review. Moody's LTV is
78.1%, compared to 77.5% at last review.

The third largest conduit loan is the Reserve at Westland Loan
($15.2 million -- 2.1%), which is secured by a 308-unit
multifamily property located in Knoxville, Tennessee.  The
property was 77% occupied at year-end 2006, compared to 92% at
last review.  Property performance has declined since last review
due to decreased occupancy and increased operating expenses.  
Moody's LTV is in excess of 100%, the same as last review.


HOGGAN ESTATES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Hoggan Estates I, LLC
        4772 Frontier Way, Suite 400
        Stockton, CA 95215

Bankruptcy Case No.: 07-28596

Chapter 11 Petition Date: October 15, 2007

Court: Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: Gustavo M. Rios, Esq.
                  4772 Frontier Way, Suite 400
                  Stockton, CA 95215
                  Tel: (209) 466-4433

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor does not have any creditors who are not insiders.


HOUGHTON INTERNATIONAL: AEA Deal Cues Moody's to Review Ratings
---------------------------------------------------------------
Moody's Investors Service placed the ratings of Houghton
International Inc. (corporate family rating B2) under review for
possible downgrade following the announcement that it has entered
into an agreement to merge with a newly formed affiliate of AEA
Investors LLC.  Terms of the deal were not disclosed.  However,
the review for downgrade reflects the likelihood of greatly
increased leverage following this transaction, which is expected
to close in the fourth quarter of 2007 and is subject to
shareholder approval and satisfaction of various closing
conditions, including regulatory review.

The ratings under review are:

Houghton International Inc.

   -- Corporate family rating -- B2
   -- Probability of default rating -- B2
   -- $90mm Gtd Sr Sec Term Loan due 2011, B2
   -- $25mm Gtd Sr Sec Revolving Credit Facility due 2010, B2

Moody's expects the transaction to be financed with a significant
amount of debt, which would result in a meaningful increase in
Houghton's leverage.  It is likely that the existing bank debt
will be repaid in connection with financing of the merger.  
Moody's review will incorporate an assessment of the company's
final financing structure as well as potential changes to the
financial policies and strategic direction under the new
ownership.

Houghton is a closely-held specialty chemicals manufacturer and
services firm headquartered in Valley Forge, Pennsylvania, with a
focus on metalworking fluids and chemical management services.  
The company's metalworking segment's products include hydraulic
fluids, machining and grinding fluids, cleaners, heat treating
products, rust preventatives, wire drawing fluids and stamping and
forming fluids.

The principal end markets are the automotive, aerospace, defense,
bearing, construction, appliance, medical and general
transportation industries in the US, Europe and Asia. Houghton's
Fluidcare segment provides chemical management services (e.g.,
procurement, monitoring, inventory management and disposal
services) to industrial customers who outsource the chemicals
needs of their manufacturing plants.  Revenues were $491 million
for LTM ended June 30, 2007.


HOUGHTON INTERNATIONAL: S&P Places Ratings Under Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Houghton
International Inc. on CreditWatch with negative implications.  The
corporate credit rating on the Valley Forge, Pennsylvania-based
manufacturer and supplier of industrial fluids and chemical
management services is 'B+'.
      
"The CreditWatch listing follows Houghton's announcement that the
company entered into an agreement to merge with a newly formed
affiliate of AEA Investors, a private equity firm," said Standard
& Poor's credit analyst Henry Fukuchi.  "While details of the
financing plan related to the merger are not yet known, we expect
that the transaction will result in a more aggressively leveraged
capital structure."
     
The merger agreement is subject to shareholder approval and the
satisfaction of various closing conditions, including regulatory
approvals, and is expected to close before the end of the year.  
Houghton does not anticipate any immediate changes in its
facilities, employment, or range of product and service offerings,
and all of the members of senior management are expected to
continue with the company.
      
"We will resolve the CreditWatch listing after meeting with
management and reviewing the financial policy and plans for a
revised capital structure," Mr. Fukuchi said.
     
Houghton, with annual revenues of about $490 million, operates in
two business segments: metalworking (70% of sales) and fluid care
(30% of sales).  The metalworking segment provides specialty
chemical fluids applied in metal-processing operations.  These
products are used in a number of industries--including automotive,
aerospace, and construction--and provide favorable
characteristics, such as lubrication, rust prevention, heat
dissipation, and bacterial growth control in certain applications.


ION MEDIA: Weak Credit Metrics Cue Moody's to Cut Ratings
---------------------------------------------------------
Moody's Investors Service downgraded ION Media Networks Inc.'s
Corporate Family Rating to Caa1 from B3 to reflect the company's
continued exceptionally weak credit metrics, the risks associated
with the company's re-entry into the ratings reliant general
network spot advertising market and increasing programming spend,
and the expected need for additional capital.  In addition,
Moody's downgraded the company's 14-1/4% Junior Exchangeable
Preferred Stock to Caa3 from Caa2, upgraded its Floating Rate
Second Priority Senior Secured Notes to Caa1 from Caa2 and its
speculative grade liquidity assessment from SGL -- 3 to SGL - 2.  
The outlook remains stable.

Moody's took these ratings actions:

ION Media Networks Inc.:

   -- Corporate Family Rating -- Downgraded from B3 to Caa1

   -- Probability-of-default rating -- Downgraded from B3 to
      Caa1

   -- Floating Rate First Priority Senior Secured Notes due
      2012 -- Affirmed B1 (LGD 2, 29% to LGD 2, 16%)

   -- Floating Rate Second Priority Senior Secured Notes due
      2013 -- Upgraded from Caa2 to Caa1 (LGD 5, 82% to LGD 4,
      53%)

   -- 14-1/4% Junior Exchangeable Preferred Stock -- Downgraded
      from Caa2 to Caa3 (LGD 6, 100% to LGD 6, 99%)

   -- Speculative Grade Liquidity Assessment -- Upgraded from
      SGL -- 3 to SGL -- 2

The outlook is stable.

ION's rating reflects the company's lack of positive free cash
flow over the rating horizon, weak credit metrics and the
execution risk associated with the company's re-entry into the
ratings driven general network spot advertising market and the
increasing spend on programming content.

The rating benefits from the company's large station group and
broad geographic reach including presence in the top 50 DMAs.
Moody's believes ION will also benefit from its strategy of airing
low-cost non-original programming.  In addition, ION benefits from
the concentration of convertible debt and preferred stock that is
mandatorily convertible in its capital structure and the PIK
feature on a majority of its debt and preferred obligations.

ION Media Networks Inc., headquartered in West Palm Beach,
Florida, owns a broadcast television station group and ION
Television, that reaches over 94 million U.S. television
households via its nationwide broadcast television, cable and
satellite distribution systems.


J.P. MORGAN: Fitch Holds Low-B Ratings on Three Cert. Classes
-------------------------------------------------------------
Fitch Ratings upgraded J.P. Morgan Chase Commercial Mortgage
Securities Corp.'s pass-through certificates, series 2001-CIBC3,
as:

   -- $27.1 million class E to 'AAA' from 'AA+';
   -- $10.8 million class F to 'AA' from 'AA-'

In addition, Fitch affirms these classes:

   -- $48.6 million class A-2 at 'AAA';
   -- $457.3 million class A-3 at 'AAA';
   -- Interest-only class X-1 at 'AAA';
   -- Interest-only class X-2 at 'AAA';
   -- $36.9 million class B at 'AAA';
   -- $36.9 million class C at 'AAA';
   -- $9.8 million class D at 'AAA';
   -- $17.3 million class G at 'BBB+';
   -- $6.5 million class H at 'BBB';
   -- $6.5 million class J at 'BBB-';
   -- $7.6 million class K at 'BB';
   -- $4.3 million class L at 'B+';
   -- $4.3 million class M at 'B-'

Class A-1 has been paid in full.  Fitch does not rate the
$11.9 million class NR.

The upgrades reflect the increased credit enhancement levels due
to additional paydown and amortization as well as additional
defeasance of 11 loans (14.3%) since Fitch's last rating action.  
As of the September 2007 distribution date, the pool's aggregate
principal balance has been reduced 16.8% to $721.8 million from
$867.5 million at issuance.  A total of 25 loans (31.2%) have
defeased since issuance.

There is currently one loan (0.5%) in special servicing, which is
secured by a 192-unit multifamily property in Grand Prairie,
Texas.  The loan was transferred to the special servicer due to
payment default.  The borrower has requested forbearance and the
special servicer is in the process of reviewing the request.

Fitch has reviewed the shadow ratings of the Franklin Park Mall
loan (11.6%) and the Kings Plaza pooled note (6.1%).  Due to their
stable to improved performance, both loans maintain investment
grade shadow ratings.

The Franklin Park Mall loan is secured by 512,397 square feet (sf)
of a 1,072,383 sf regional mall located in Toledo, Ohio. Occupancy
as of June 2006 remained strong at 97.3%, compared to 99% at
issuance.

The Kings Plaza pooled note is secured by a 1,050,000 sf mall
located in Brooklyn, New York.  The Kings Plaza mortgage loan
consists of notes A1, A2, and B, with an aggregate original
balance of $222 million.  Only the A2 note is included in this
transaction.  Occupancy as of June 2007 remained strong at 98.9%,
compared to 99% at issuance.


LENNOX INT'L: Increases Revolving Credit Facility to $650 Million
-----------------------------------------------------------------
Lennox International Inc. has renewed and amended its revolving
credit facility.  The $650 million facility, an increase of
$250 million from the existing credit facility, has a maturity
date of Oct. 12, 2012.

LII will use the credit facility for the share repurchase program
and for general corporate purposes.

"We are very pleased to extend our revolving credit facility," Sue
Carter, executive vice president and chief financial officer for
Lennox International, said.  "The confidence this group of lenders
has in our company is affirmation of our business objectives and
stability, and we believe the use of additional capacity will
enhance the capital structure of LII while improving shareholder
returns."
    
The joint lead arrangers for the new facility are Bank of America
Securities LLC and JPMorgan Securities, Inc. with Bank of America
N.A. as administrative agent and JPMorgan Chase Bank N.A and
Wachovia Bank, National Association as co-syndication agents.

The unsecured facility included a high level of participation by
banks that were party to the previous revolver agreement; in
addition, three banks not in the previous credit facility have
agreed to participate in the new revolver agreement.

The overall level of bank interest was significant, with available
commitments ultimately being reduced at the request of Lennox
International.

                 About Lennox International Inc.

Headquartered in Richardson, Texas, Lennox International Inc.
(NYSE: LII) -- http://www.lennoxinternational.com/-- manufactures  
and markets a broad range of products for heating, ventilation,
air conditioning, and refrigeration markets, including residential
and commercial air conditioners, heat pumps, heating and cooling
systems, furnaces, prefabricated fireplaces, chillers, condensing
units, and coolers.  Lennox has solid positions in its equipment
markets, with well-established brand names, well as products
spanning all price points.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2007,
Moody's Investors Service upgraded Lennox International Inc.'s
corporate family rating to Ba1 from Ba2 and upgraded the company's
various shelf securities to (P)Ba2 from (P)B1.


LEVEL 3: Completes Purchase of AT&T Inc.'s BellSouth Assets
-----------------------------------------------------------
Level 3 Communications Inc.'s operating subsidiary has purchased
certain assets from AT&T Inc. that were divested as a result of
the merger between AT&T and BellSouth.  The acquired assets
consist of indefeasible rights of use for dark fiber connections
to 27 buildings as well as more than 450 metro fiber route miles
in the nine markets where AT&T was required to divest assets.

Level 3 has acquired divested fiber assets in Atlanta; Birmingham,
Alabama; Charlotte, North Carolina; Chattanooga, Tennessee;
Jacksonville, Florida; Knoxville, Tennessee; Nashville, Tennessee;
Orlando, Florida; and South Florida.

Under the terms of the agreement, Level 3 retains intermediate
splice rights, which will enable it to add new buildings to the
acquired assets.

"The purchase of these new assets further expands the metro market
reach of the Level 3 network," Raouf Abdel, president of Level 3's
Business Markets Group, said.  "The ability to add new buildings
and offer the full portfolio of Level 3 services in each of these
markets provides additional growth opportunities and reinforces
our commitment to providing customers with facilities-based access
to a comprehensive range of network solutions.

"This acquisition does not require the type of integration
associated with recent metro and backbone transactions.  The
addition of these assets on favorable terms parallels Level 3's
previously announced acquisition of divested assets following the
merger of AT&T Corp. and SBC Communications Inc."

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

                         *     *     *

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


LIONEL LLC: Files Joint Amended Chapter 11 Reorganization Plan
--------------------------------------------------------------
Lionel LLC and its affiliate, Liontech Company, filed their
Amended Joint Plan of Reorganization and an Amended Disclosure
Statement explaining that plan with the U.S. Bankruptcy Court for
the Southern District of New York.

In its Disclosure Statement, the Debtors' financial advisor,
Houlihan Lokey Howard & Zukin Capital, L.P., estimated that the
Debtors' reorganization value ranged between $88 million and
$122 million.

                       Treatment of Claims

Under the Amended Plan, holders of Secured Claims, Other Priority
Claims, and General Unsecured Claims will receive either:

    a) cash equal to the amount of the claims, or

    b) other treatment as the Debtors and the Holder has agreed
       upon in writing.  

Intercompany Claims will be reinstated on the effective date of
the Plan.  Existing Liontech Common Stock Interests, as well as
Existing Lionel Membership Interests, will also be reinstated on
the effective date of the Plan.

                     MTH Litigation Update

The Debtors' Disclosure Statement also provided on update on its
ongoing litigation with Mike's Train House

The Debtors relates that after commencement of their Chapter 11
Cases, on Dec. 14, 2004, the Bankruptcy Court entered an order
approving a stipulation between MTH and the Debtors modifying the
automatic stay to permit Lionel to prosecute an appeal of the
Judgment and Injunction entered by the Michigan District Court in
the Trade Secrets Litigation.  Thereafter, Lionel filed its appeal
in the United States Court of Appeals for the Sixth Circuit on
Jan. 15, 2005 and the Court of Appeals held oral arguments on
June 7, 2006.

                     Sixth Circuit Decision

On Dec. 14, 2006, the Sixth Circuit Court issued its opinion in
respect of the Appeal.  Pursuant to the opinion, the Sixth Circuit
Court reversed the Michigan District Court's order denying
Lionel's request for a new trial, remanded the case for further
proceedings, consistent with its opinion, and reversed the
Michigan District Court's entry of the Injunction.  In reaching
these conclusions, the Sixth Circuit determined that the Michigan
District Court had erred in admitting certain expert testimony and
imposing joint and several liability, and that the jury award
improperly "double counted" MTH's damages.

On Dec 28, 2006, MTH filed with the Sixth Circuit a Petition for
Panel Reconsideration, and Suggestion of Rehearing En Banc.  On
Feb. 1, 2007, Lionel filed its response to the Petition for
Reconsideration.  On April 19, 2007, the Sixth Circuit denied the
Petition for Reconsideration.  On April 26, 2007, MTH filed a
motion to stay the issuance of a mandate that would remand the
case back to the Michigan District Court pending its filing a
petition for a writ of certiorari to the United States Supreme
Court.  On May 3, 2007, the Sixth Circuit entered an order staying
the issuance of the mandate.  

On May 4, 2007, Lionel filed a motion to reconsider the stay;
however, Lionel withdrew the motion on May 16, 2007.  On May 30,
2007, MTH filed a motion to vacate the stay and requested that the
mandate be issued.  The Sixth Circuit granted this request and
issued the mandate on June 15, 2007.  However, the Trade Secrets
Litigation remains stayed by operation of the automatic stay under
Section 362 of the Bankruptcy Code.

                            Mediation

On Feb. 1, 2007, with the consent of Lionel and MTH, the
Bankruptcy Court entered a stipulation and order providing for the
Debtors and MTH to submit to non-binding mediation of all claims
and counterclaims between them.  United States Bankruptcy Judge
Cecelia Morris was selected as the mediator.  After several
sessions with Judge Morris, no settlement was reached and on
May 16, 2007, the mediation was terminated.

                           Estimation

MTH filed three Claims against Lionel relating to the Trade
Secrets Litigation:

    (1) a claim in the amount of the Money Judgment,
    (2) a claim for post-Judgment interest and
    (3) a claim for attorneys' fees.

On June 1, 2007, the Debtors filed an objection to the Trade
Secrets Litigation Claims and requested that the Bankruptcy Court
estimate the Money Judgment claim under section 502(c) of the
Bankruptcy Code.   MTH objected to the estimation motion and filed
a cross-motion for relief from the automatic stay to permit the
retrial of the Trade Secrets Litigation in the Michigan District
Court.  A hearing on these motions was commenced on June 27, 2007,
and was completed on August 2, 2007.  By order dated August 3,
2007, the Bankruptcy Court granted the Debtors' motion to estimate
the Money Judgment claim and denied MTH's cross-motion for relief
from the automatic stay.  The estimation procedures have not yet
been set by the Bankruptcy Court.

On Aug. 13, 2007, MTH filed a notice of appeal with respect to the
Estimation Order.  The appeal was docketed in the United States
District Court for the Southern District of New York on Sept. 10,
2007 and assigned to the Honorable Richard M. Berman with case
number 07-Civ-7496 (RMB).

                        About Lionel LLC

Headquartered in Chesterfield, Michigan, Lionel LLC --
http://www.lionel.com/-- markets model train products, including  
steam and die engines, rolling stock, operating and non-operating
accessories, track, transformers and electronic control devices.
The Company and its affiliate, Liontech Company, filed for chapter
11 protection on Nov. 15, 2004 (Bankr. S.D.N.Y. Case Nos.
04-17324 and 04-17324).  Adam C. Harris, Esq., Abbey Walsh, Esq.,
and Adam L. Hirsch, Esq., at Schulte Roth & Zabel LLP; Dale
Cendali, Esq., at O'Melveny & Myers LLP; and Ronald L. Rose, Esq.,
at Dykema Gossett PLLC, represent the Debtors.  Houlihan Lokey
Howard & Zukin Capital, L.P. and Ernst & Young LLP are the
Debtors' financial advisors.  Kurtzman Carson Consultants LLC acts
as the Debtors' noticing and claims agent.  As of May 31, 2007,
the Debtor disclosed total assets of $39,161,000 and total debts
of $62,667,000.

Alan D. Halperin, Esq., at Halperin Battaglia Raicht, LLP,
represents the Official Committee of Unsecured Creditors.  FTI
Consulting, Inc., is the Committee's financial advisor.


LIONEL LLC: Court Issues Bridge Order Extending Exclusive Periods
-----------------------------------------------------------------
The Hon. Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York issued a bridge order extending
Lionel LLC's exclusive period to file a chapter 11 plan and
solicit acceptances of that plan until such time as the Court has
entered an order determining the relief.

The Debtors' current exclusivity periods to file a plan expired on
Oct. 16, 2007, but has asked the Court to extend it in a motion
filed on Sept. 28, 2007.

The Court is set to hear on that request on October 25.

Headquartered in Chesterfield, Michigan, Lionel LLC --
http://www.lionel.com/-- markets model train products, including  
steam and die engines, rolling stock, operating and non-operating
accessories, track, transformers and electronic control devices.
The Company and its affiliate, Liontech Company, filed for chapter
11 protection on Nov. 15, 2004 (Bankr. S.D.N.Y. Case Nos.
04-17324 and 04-17324).  Adam C. Harris, Esq., Abbey Walsh, Esq.,
and Adam L. Hirsch, Esq., at Schulte Roth & Zabel LLP; Dale
Cendali, Esq., at O'Melveny & Myers LLP; and Ronald L. Rose, Esq.,
at Dykema Gossett PLLC, represent the Debtors.  Houlihan Lokey
Howard & Zukin Capital, L.P. and Ernst & Young LLP are the
Debtors' financial advisors.  Kurtzman Carson Consultants LLC acts
as the Debtors' noticing and claims agent.  As of May 31, 2007,
the Debtor disclosed total assets of $39,161,000 and total debts
of $62,667,000.

Alan D. Halperin, Esq., at Halperin Battaglia Raicht, LLP,
represents the Official Committee of Unsecured Creditors.  FTI
Consulting, Inc., is the Committee's financial advisor.


LORUS THERAPEUTICS: Earns CDN$4.0 Million in Qtr. Ended Aug. 31
---------------------------------------------------------------
Lorus Therapeutics Inc. reported Monday financial results for its
first quarter ended Aug. 31, 2007.  

The company reported net earnings of CDN$4.0 million for the first
quarter ended Aug. 31, 2007, compared with a net loss of
CDN$2.8 million for the same period ended Aug. 31, 2006.

Operating net loss for the period, before the gain on sale of
shares associated with the completion of the Arrangement decreased  
25% to CDN$2.1 million in the first three month ended Aug. 31,
2007, compared to CDN$2.8 million in the same period last year.
The decrease in net loss in 2007 compared with 2006 is primarily
due to lower research and development costs.

During the first quarter, the company disclosed that it completed
a plan of arrangement and corporate reorganization that resulted
in gross proceeds of CDN$8.5 million subject to a post closing
adjustment and an escrow amount of CDN$600,000.  The company
estimates net proceeds from this non-dilutive financing will be
approximately CDN$7.0 million.

"I am very encouraged by the achievements we made in this quarter,
we focused our product profile and strengthened our board and
financial position," said Dr. Aiping Young, president and chief
executive officer of Lorus.  "I am pleased to be working with a
Lorus team that is very focused on making scientific and
corporate advancements all with the aim of enhancing shareholder
value."

As a result of the Arrangement, the company recognized a gain on
the sale of the shares of Old Lorus to the Investor of
approximately CDN$6.1 million.  Under the Arrangement, numerous
steps were undertaken as part of a taxable reorganization.  
However, these steps did not result in any taxes payable as the
tax benefit of income tax attributes was applied to eliminate any
taxes otherwise payable.  As a condition of the transaction, the
company provided Old Lorus with certain indemnifications.  In
reference to those indemnifications, CDN$600,000 of the proceeds
on the transaction have been held in escrow until the first
anniversary of the transaction.  The company has deferred any gain
on this escrow amount until they are released at which time the
fair value of the indemnity will be reassessed.

The company utilized cash of CDN$2.3 million in operating
activities in the three-month period ended Aug. 31, 2007, compared
with CDN$1.8 million during the same period in 2006.  At Aug. 31,
2007, Lorus had cash and cash equivalents, marketable securities
and short term investments totaling CDN$17.1 million compared to
CDN$12.4 million at May 31, 2007.  The increase in cash is a
result of the corporate reorganization.

At Aug. 31, 2007, the company's consolidated financial statements
showed CDN$19.5 million in total assets, CDN$14.4 million in total
liabilities, and CDN$5.1 million in total shareholders' equity.

                     About Lorus Therapeutics

Based in Toronto, Ontario, Lorus Therapeutics Inc. (TSX:
LOR)(AMEX: LRP) -- http://www.lorusthera.com/-- is a   
biopharmaceutical company focused on the research and development
of novel therapeutics in cancer.  Lorus' goal is to capitalize on
its research, preclinical, clinical and regulatory expertise by
developing new drug candidates that can be used, either alone, or
in combination with other drugs, to successfully manage cancer.
Through its own discovery efforts and an acquisition and in-
licensing program, Lorus is building a portfolio of
promising anticancer drugs.

                         *     *     *

As reported in the Troubled Company Reporter on May 3, 2007, Lorus
Therapeutics signed an agreement with 6707157 Canada Inc. and its
affiliate to recapitalize and reorganize its business.

On July 10, 2007, the company completed a plan of arrangement and
corporate reorganization.  The company continued the business of
Old Lorus after the arrangement date with the same officers and
employees and continued to be governed by the same Board of
Directors as Old Lorus prior to the arrangement date.


MC COLLEYVILLE: Files List of Three Largest Unsecured Creditors
---------------------------------------------------------------
MC Colleyville Realty L.P. submitted to the U.S. Bankruptcy Court
for the Northern District of Texas its list of creditors holding
largest unsecured claims.

   Entity                         Nature of Claim      Amount
   ------                         ---------------      ------
   Preston Pierce                 Agreed Judgment    $676,620  
   Construction Co.
   c/o Brian D. Melton, Esq.
   3333 Lee Parkway, Tenth Floor
   Dallas, TX 75219

   Leaf Financial Corp.           Equipment lease    $590,344
   Attn: Laura Conway   
   1818 Market Street 9th Floor
   Philadelphiam PA 19103
   
   Melvin & Martindale II, Ltd.   Site improvements  $425,000
   8235 Douglas Ave., Suite 950
   Dallas, TX 75225

Based in Dallas, Texas, MC Colleyville Realty L.P. is a real
estate company.  The company filed for chapter 11 protection on
Aug. 31, 2007 (Bankr. N. D. Tex. Case No07-43784).  Christopher J.
Moser, Esq. at Quilling, Selander, Cummiskey & Londs represents
the Debtor in its restructuring efforts.  When the Debtor filed
for bankruptcy, it listed assets and debts between $1 million to
$100 million.


MERRILL LYNCH: Moody's Affirms Low-B Ratings on Six Certificates
----------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class and
affirmed the ratings of 17 classes of Merrill Lynch Financial
Assets Inc., Commercial Mortgage Pass-Through Certificates, Series
2005-Canada 15 as:

   -- Class A-1, $154,864,803, affirmed at Aaa
   -- Class A-2, $212,300,000 affirmed at Aaa
   -- Class XC-1, Notional, affirmed at Aaa
   -- Class XC-2, Notional, affirmed at Aaa
   -- Class XP-1, Notional, affirmed at Aaa
   -- Class XP-2, Notional, affirmed at Aaa
   -- Class B, $11,000,000, upgraded to Aa1 from Aa2
   -- Class C, $9,000,000, affirmed at A2
   -- Class D-1, $7,845,000, affirmed at Baa2
   -- Class D-2, $1,000, affirmed at Baa2
   -- Class E-1, $3,329,000, affirmed at Baa3
   -- Class E-2, $1,000, affirmed at Baa3
   -- Class F, $3,330,000, affirmed at Ba1
   -- Class G, $1,665,000, affirmed at Ba2
   -- Class H, $1,665,000, affirmed at Ba3
   -- Class J, $1,665,000, affirmed at B1
   -- Class K, $1,110,000, affirmed at B2
   -- Class L, $1,665,000, affirmed at B3

As of the Sept. 12, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 6.8% to
$413.9 million from $444 million at securitization.  The
certificates are collateralized by 57 loans, ranging in size from
less than 1% to 10.7% of the pool, with the top 10 conduit loans
representing 34.9% of the pool.  The pool includes three
investment grade shadow rated loans, representing 17.9% of the
pool.  Two loans, representing 8.1% of the pool, have defeased and
are collateralized with Canadian government securities.

The pool has not realized any losses since securitization and
currently there are no loans in special servicing.  Two loans,
representing 1% of the pool, are on the master servicer's
watchlist.

Moody's was provided with year-end 2006 operating results for
80.7% of the pool.  Moody's weighted average loan to value ratio
for the conduit component is 80.9%, compared to 83.1% at
securitization.  Moody's is upgrading Class B based on increased
credit support, defeasance and improved overall pool performance.

The largest shadow rated loan is the EPR Loan ($44.1 million --
10.7%), which represents a 50.0% pari-passu interest in a loan
secured by four retail centers located in the province of Ontario.  
The portfolio totals 963,200 square feet and each center is
anchored by an AMC multiplex theater.  The portfolio is 93.5%
occupied, the same as at securitization.  Moody's current shadow
rating is Aaa, the same as at securitization.

The second shadow rated loan is the Calloway Lethbridge Loan ($18
million -- 4.3%), which is secured by a 216,000 square foot
community shopping center located in Lethbridge, Alberta. The
center is anchored by Wal-Mart (60% NRA; lease expiration 2021)
and shadow anchored by Costco and Home Depot.  The center is 100%
occupied, the same as at securitization.  Expenses have been
higher than originally projected at securitization. Moody's
current shadow rating is Baa3, compared to Baa2 at securitization.

The third shadow rated loan is the Calloway Valleyfield Loan
($11.9 million -- 2.9%), which is secured by a 161,000 square foot
community shopping center located in Salaberry-de-Valleyfield,
Quebec.  The center is anchored by Wal-Mart (60% NRA; lease
expiration 2022) and is 100% leased, the same as at
securitization.  Moody's current shadow rating is Baa2, the same
as at securitization.

The top three non-defeased conduit loans represent 13.3% of the
pool.  The largest conduit loan is the Calloway Saint John Loan
($22.1 million -- 5.3%), which is secured by a 271,000 square foot
community shopping center located in Saint John, New Brunswick.  
The center is anchored by Wal-Mart (47% NRA, lease expiration
2019) and shadow anchored by Canadian Tire and Kent Home
Improvement Centre.  As of March 2007 the center was 100% leased,
compared to 98% at securitization.  Moody's LTV is 71.9%, compared
to 72.2% at securitization.

The second largest conduit loan is the Saskatoon Market Mall Loan
($16.7 million -- 4.0%), which is secured by a 307,000 square foot
community shopping center located in Saskatoon, Saskatchewan.  The
center is anchored by Safeway and Zellers. The center was 91.5%
leased as of March 2007, compared to 88% at securitization.  
Moody's LTV is 83.8%, essentially the same as at last review.

The third largest conduit loan is the 276-288 St. Jacques Loan
($16.2 million -- 3.9%), which is secured by a 236,000 square foot
office building located in Montreal, Quebec.  The building was
98.5% occupied as of December 2006, compared to 95.7% at
securitization.  Moody's LTV is 84.9%, compared to 89.8% at
securitization.


MERRILL LYNCH: Moody's Rates Class B-4 Certs. at Ba1
----------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by Merrill Lynch First Franklin Mortgage Loan
Trust, Series 2007-H1, and ratings ranging from Aa1 to Ba1 to the
subordinate certificates in the deal.

The securitization is backed by first lien, adjustable-rate and
fixed-rate subprime residential mortgage loans originated and
acquired by First Franklin Financial Corporation.  The ratings are
based primarily on the credit quality of the loans and on the
protection against credit losses provided by subordination,
overcollateralization, and excess spread.  In addition, the
offered certificates will benefit from an interest rate swap
agreement provided by The Bank of New York.  Moody's expects
collateral losses to range from 6.20% to 6.70%.

Primary servicing of the mortgages will be provided by Home Loan
Services, Inc. (formerly known as National City Home Loan
Services, Inc.).  Moody's assigned a servicer quality rating of
"SQ1-" to Home Loan Services, Inc. as a primary servicer of
subprime mortgages.

The complete rating actions are:

Merrill Lynch First Franklin Mortgage Loan Trust,
Series 2007-H1

Mortgage Loan Asset-Backed Certificates:

   -- Cl. 1-A1, Assigned Aaa
   -- Cl. 1-A2, Assigned Aaa
   -- Cl. 1-A3, Assigned Aaa
   -- Cl. 2-A1, Assigned Aaa
   -- Cl. 2-A2, Assigned Aaa
   -- Cl. 2-A3A, Assigned Aaa
   -- Cl. 2-A3B, Assigned Aaa
   -- Cl. X-A, Assigned Aaa
   -- Cl. M-1, Assigned Aa1
   -- Cl. M-2, Assigned Aa2
   -- Cl. M-3, Assigned Aa3
   -- Cl. M-4, Assigned A1
   -- Cl. M-5, Assigned A2
   -- Cl. M-6, Assigned A3
   -- Cl. B-1, Assigned Baa1
   -- Cl. B-2, Assigned Baa2
   -- Cl. B-3, Assigned Baa3
   -- Cl. B-4, Assigned Ba1


MICHAEL PRYOR: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Michael Bruce Pryor, Jr.
         aka Mike Pryor
         dba Norcal Powder Coating
         fdba Papa Joe's Pizza
         aka Hal's Eat Em Up
        Tracy Leann Pryor
        15850 Marietta Lane
        Red Bluff, CA 96080

Bankruptcy Case No.: 07-28591

Chapter 11 Petition Date: October 15, 2007

Court: Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: Frederick H. Schill, Esq.
                  2068 Talbert Drive #300
                  Chico, CA 95928
                  Tel: (530) 891-5400

Estimated Assets: $1 Million to $100 Million

Estimated Liabilities: $1 Million to $100 Million

Debtor's list of its Twenty Largest Unsecured Creditors:

   Entity                      Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
   Norman & Cathy Andreini,    Real property            $280,000
   Trustees                    located at 146
   Norman & Cathy Andreini     Main Street, Red        ($240,000
   Trust                       Bluff, Tehama            secured)
   14225 Andreini Road         Court, California;
   Red Bluff, CA 96080         A.P. No. 033-100-
                               021 (beauty salon
                               business site)

   Richard & Bernardine        Real Poperty             $235,000
   Figoni, Trustees            located at 5480
   Figoni 1988 Revocable Trust Trinity Dam Blvd.,      ($230,000
   10900 Carey Lane Lewsiton,  Trinity                  secured)
   Red Bluff, CA 96080         County, California;
                               A.P. No.

   Beach Head Holdings LLC     Real property            $100,000
   840 Commerce                located at 146         
   Redding, CA 96002           Main Street, Red        ($240,000
                               Bluff, Tehama            secured)
                               Court, California;
                               A.P. No. 033-100-       ($280,000
                               021 (beauty salon    senior lien)
                               business site)

   Internal Revenue Service    2005 Taxes                $54,000

   Donaldson Capital, Inc.     Supplies -                $27,299
                               Norcal powder
                               coating

   Ford Credit                 2005 Ford                 $27,037       
                               Expedition
                                                        ($23,000
                                                        secured)

   Pacific Leasing             Lease- Blasting           $20,000
                               Booth (Norcal
                               Powder Coating)

   US Food Service, Inc.       Supplies (Papa            $18,077
                               Joe's Pizza/Hal's
                               Eat Em Up)

   Washington Mutual Card      Consumer                  $15,323
                               purchases

   Direct Capital Corporation  Lease-parts               $15,000
                               (Norcal Powder
                               Coating)

   Temple Associates           Supplies -                $12,086
                               Norcal powder
                               coating

   CIT Group Factoring         Inventory (VIP             $9,713
                               Clothing &
                               Tanning)

   Discover Card               Consumer                   $8,025
                               purchases

   Radio Chico                 Advertising (VIP           $7,498
                               Clothing &
                               Tanning)
   No Fear, Inc.               Inventory (VIP             $7,262
                               Clothing &
                               Tanning)

   Fox Racing                  (VIP Clothing              $6,188
                               & Tanning)

   Nordson Corporation         Supplies -                 $4,655
                               Norcal powder
                               coating

   Tehama County Tax           Real property              $4,514  
   Collector                   located at 146
                               Main Street, Red        ($240,000
                               Bluff, Tehama            secured)
                               Court, California;
                               A.P. No. 033-100-       ($380,000
                               021 (beauty salon    senior lien)
                               business site)

   FMF International, Inc.     (VIP Clothing              $2,529
                               & Tanning)

   Fortress Group, LLC         (VIP Clothing              $2,248
                               & Tanning)


MILLARD STAR: Case Summary & Three Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Millard Star Soccer Association
        5109 South 162nd Street
        Omaha, NE 68135

Bankruptcy Case No.: 07-82113

Type of Business: The Debtor is a soccer club.  See
                  http://www.millardstar.com/

Chapter 11 Petition Date: October 16, 2007

Court: District of Nebraska

Debtor's Counsel: Douglas E. Quinn, Esq.
                  McGrath, North, Mullin & Kratz, P.C.
                  Suite 3700 First National Tower
                  1601 Dodge Street
                  Omaha, NE 68102-1637
                  Tel: (402) 341-3070
                  Fax: (402) 341-0216

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
   ------                      ---------------       ------------
Karen & Anthony Adams          loan agreement             $37,038
10073 South 61st Street
Omaha, NE 68138

BankOne Cardmember Services    credit card                $24,095
P.O. Box 94014
Palatine, IL 60094-4014

Conference Technologies,       equipment contract            $500
Inc.
P.O. Box 790051
St. Louis, MO 63179-0051


MIRACLE CANDLE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Miracle Candle
        3100 Guadalupe Street
        P.O. Box 1758
        Laredo, TX 78044

Bankruptcy Case No.: 07-50227

Type of Business: The Debtor manufactures candles.

Chapter 11 Petition Date: October 16, 2007

Court: Southern District of Texas

Debtor's Counsel: Carl Michael Barto, Esq.
                  611 Hidalgo
                  Laredo, TX 78040
                  Tel: (956) 725-7500
                  Fax: (956) 722-6739

Total Assets: $4,080,802

Total Debts:  $7,190,000

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


MONEY STORE: Adequate Credit Support Cues S&P to Hold Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on four
classes of asset-backed certificates from The Money Store Trust's
series 1998-B and on three classes from series 1998-C.
     
The affirmations reflect adequate available credit support for the
remaining classes as of the September 2007 remittance report.
     
Series 1998-B is composed of three loan group structures.  Series
1998-C is composed of two loan group structures.  As of the
September 2007 remittance report, cumulative losses for series
1998-B were 7.02%, 16.15%, and 5.87% for loan groups 1, 2, and 3,
respectively.  Cumulative losses for series 1998-C
were 7.06% and 6.56% for loan groups 1 and 2, respectively.
     
Credit enhancement for series 1998-B is provided by a combination
of overcollateralization, excess interest, and subordination.  In
addition, loan groups 1 and 2 from series 1998-B and both loan
groups from series 1998-C are insured by MBIA Insurance Corp.
(MBIA; 'AAA' financial strength rating).  The 'AAA' ratings on
these classes reflect the financial strength of MBIA.
     
At issuance, the mortgage collateral backing both of transactions
consisted of 15- to 30-year, fixed-rate, subprime and home
improvement loans secured by first and second liens on owner-
occupied, one- to four-family detached residential properties.



                       Ratings Affirmed

                     The Money Store Trust
                   Asset-backed certificates

             Series     Class               Rating
             ------     -----               ------
             1998-B     AF-7, AF-9, AV      AAA
             1998-B     BH                  BB
             1998-C     AF-1, AF-2, AV      AAA


MSGI SECURITY:  Amper Politziner Raises Going Concern Doubt
-----------------------------------------------------------  
Amper, Politziner & Mattia, P.C., in Edison, N.J., raised
substantial doubt about MSGI Security Solutions 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 auditor stated that the company has suffered recurring
losses and negative cash flows from operations.

The company posted a $12,390,944 net loss on $77,895 of total
product revenues for the year ended June 30, 2007, as compared
with a $17,586,238 net loss on $76,080 of total product revenues
in the prior year.

At June 30, 2007, the company's balance sheet showed $4,878,694 in
total assets and $5,906,915 in total liabilities, resulting a
$1,028,221 stockholders' deficit.  

A full-text copy of the company's 2007 annual report is available
for free at  http://ResearchArchives.com/t/s?244d

MSGI Security Solutions Inc. (Other OTC: MSGI) --
http://www.msgisecurity.com/-- provides of proprietary security  
products and services to commercial and governmental organizations
worldwide, including the U.S. Department of Homeland Security,
with a focus on cutting-edge encryption technologies for
surveillance, intelligence monitoring, and data protection.


MTI TECHNOLOGY: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
MTI Technology Corporation has filed for bankruptcy protection
pursuant to Chapter 11 of the U.S. Bankruptcy Code.  

MTI expects its European operating subsidiaries to continue to
operate in the ordinary course of business pending court approval
of their sale to Zinc Holdings.

"After evaluating alternatives, we ultimately determined that
seeking protection for MTI in bankruptcy will provide us with the
best path to effect the sale of our corporate assets, including
the sale of our European operations, and the wind down of our
operations in an orderly fashion," Thomas P. Raimondi, MTI's CEO
and president, stated.

MTI intends to continue to cut costs in the United States,
including the completion of layoffs of the majority of its U.S.
workforce while seeking a possible buyer or buyers for all or
portions of its remaining assets.

After the completion of any such sales, MTI intends to liquidate
the remainder of its assets in appropriate bankruptcy proceedings.
    
MTI does not believe that sufficient funds will be available after
the applicable bankruptcy sales and liquidation to fully satisfy
the claims of its secured and unsecured creditors.  As a result,
MTI's equity holders would not receive any funds from the
bankruptcy estate.  MTI intends to dissolve after the completion
of the applicable bankruptcy proceedings.

MTI also has entered into a definitive agreement with Zinc
Holdings to provide debtor in possession financing to MTI for a
limited period of time in connection with its bankruptcy
proceeding.  The proposed financing is also subject to court
approval and customary conditions.

All borrowings by MTI under the financing arrangement will
require the prior approval of The Canopy Group Inc., MTI's primary
pre-petition secured creditor and a significant stockholder.

                      About MTI Technology

Headquartered in Irvine, California, MTI Technology Corporation
(OTC:MTIC) -- http://www.mti.com/-- is an information storage  
infrastructure solutions provider that offers a range of storage
systems, software, services and solutions that are designed to
help organizations get more value from their information and
increase their information technology assets.  Through Information
Lifecycle Management, the company helps organizations organize,
protect, move and manage information.  The company is a reseller
and service provider of EMC Automated Networked Storage systems
and software, pursuant to a reseller agreement with EMC
Corporation (NYSE:EMC), which is engaged in information storage
systems, software, networks and services.

At July 7, 2007, the company's balance sheet showed total assets
of $64 million and total liabilities of $81.8 million, resulting
to a total shareholders' deficit of $17.8 million.

On June 22, 2007, Canopy modified its amended waiver and consent
which terminated the requirement to pay-down the indebtedness to
Comerica and extended their letter of credit guarantee through
Dec. 31, 2007.  In exchange for this waiver and consent amendment,
the company issued a warrant to Canopy to purchase an additional
125,000 shares of its common stock at an exercise price of $0.37
per share, the market price on the date of grant.  The warrant is
exercisable immediately and has a five year life.  
     
The Comerica Bank loan agreement contains negative covenants
placing restrictions on the ability to engage in any business
other than the businesses currently engaged in, suffer or permit a
change in control, and merge with or acquire another entity.  


MTI TECH: Selling European Units to Zinc Holdings for $5.5 Mil.
---------------------------------------------------------------
MTI Technology Corporation has reached a definitive agreement with
Zinc Holdings LLC, pursuant to which, subject to bankruptcy court
approval, Zinc Holdings will acquire MTI's European operating
subsidiaries for approximately $5.5 million cash at closing.

The sale of the European operating subsidiaries is expected to
close, pending court approval and other customary closing
conditions, in the fourth quarter of 2007.

Zinc Holdings LLC is a a private equity sponsored investment
group.

Headquartered in Irvine, California, MTI Technology Corporation
(OTC:MTIC) -- http://www.mti.com/-- is an information storage  
infrastructure solutions provider that offers a range of storage
systems, software, services and solutions that are designed to
help organizations get more value from their information and
increase their information technology assets.  Through Information
Lifecycle Management, the company helps organizations organize,
protect, move and manage information.  The company is a reseller
and service provider of EMC Automated Networked Storage systems
and software, pursuant to a reseller agreement with EMC
Corporation (NYSE:EMC), which is engaged in information storage
systems, software, networks and services.

At July 7, 2007, the company's balance sheet showed total assets
of $64 million and total liabilities of $81.8 million, resulting
to a total shareholders' deficit of $17.8 million.

On June 22, 2007, Canopy modified its amended waiver and consent
which terminated the requirement to pay-down the indebtedness to
Comerica and extended their letter of credit guarantee through
Dec. 31, 2007.  In exchange for this waiver and consent amendment,
the company issued a warrant to Canopy to purchase an additional
125,000 shares of its common stock at an exercise price of $0.37
per share, the market price on the date of grant.  The warrant is
exercisable immediately and has a five year life.  
     
The Comerica Bank loan agreement contains negative covenants
placing restrictions on the ability to engage in any business
other than the businesses currently engaged in, suffer or permit a
change in control, and merge with or acquire another entity.  


MTI TECHNOLOGY: Case Summary & 19 Largest Unsecu20d Creditors
-------------------------------------------------------------
Debtor: M.T.I. Technology Corp.
        15641 Red Hill Avenue, Suite 200
        Tustin, CA 92780

Bankruptcy Case No.: 07-13347

Type of Business: The Debtor is a multi-national provider of
                  professional services and comprehensive data
                  storage solutions for mid- to large-sized
                  organizations.  See http://www.mti.com/

Chapter 11 Petition Date: October 15, 2007

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Scott C. Clarkson, Esq.
                  Clarkson, Gore & Marsella, A.P.L.
                  3424 Carson Street, Suite 350
                  Torrance, CA 90503
                  Tel: (310) 542-0111
                  Fax: (310) 214-7254

Financial condition as of July 7, 2007:

   Total Assets: $64,002,000

   Total Debts:  $64,002,000

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
E.M.C. Corp.                   trade debt              $4,278,771
4246 Collections Center Drive
Chicago, IL 60693


Neoscale Systems, Inc.         trade debt                $673,332
1655 McCarthy Boulevard
Milpitas, CA 95035


Edgar Saadi                    promissory note           $402,059
Pencom Systems, Inc.           payable
40 Fulton Street
New York, NY 10038-5058

Wade Saadi                     promissory note           $402,059
Pencom Systems, Inc.           payable
40 Fulton Street
New York, NY 10038-5058

American Express               trade debt                $226,940

A.F.C.O. Premium Acceptance,   premium finance           $215,953
Inc.                           agreement

                               trade debt                 $35,992

Pencom Systems, Inc.           promissory note payable   $176,389

Salesforce.com, Inc.           trade debt                $132,717

Quantum Corp.                  trade debt                $120,284

Lifeboat Distribution          trade debt                $119,651

Grant Thornton, L.L.P.         trade debt                $110,700

Avnet                          trade debt                 $99,837

K.P.M.G., L.L.P.               trade debt                 $81,675

Finiti, L.L.C.                 trade debt                 $55,772

C.C.S.                         trade debt                 $54,160

Info-X Technology Solutions    trade debt                 $44,063

Morrison & Foerster            trade debt                 $40,000

Compnology, Inc.               trade debt                 $35,200

Mid-Atlantic Corporate         trade debt                 $34,539
Services


NAVY YARD: Involuntary Chapter 11 Case Summary
----------------------------------------------
Alleged Debtor: Navy Yard Four Associates L.P.
                6110 Executive Boulevard
                Suite 315
                Rockville, MD 20852

Case Number: 07-11540

Type of Business: The Debtor develops luxury waterfront
                  condominiums, one of which is HarborView at the
                  Navy Yard in Charlestown, Massachusetts.

Involuntary Petition Date: October 16, 2007

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
LDA Parcel 4, LLC              Fees Due & Payable       $200,000
c/o Martin Oliner
950 Third Avenue
New York, NY 10022


NEIL MILLER: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Neil Thomas Miller
        Kathleen Sue Miller
        1921 West Oriole Way
        Chandler, AZ 85248

Bankruptcy Case No.: 07-05379

Chapter 11 Petition Date: October 16, 2007

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

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

Total Assets:   $899,059

Total Debts:  $1,284,928

Debtors' list of their 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Citi Commercial Business Group   Business Equipment    $192,393
4000 Regent                      Lease
Mail Stop C3B-350
Irving, TX 75063

American Education Services      Student Loan          $110,000
P.O. Box 2461
Harrisburg, PA 17105

U.S. Express Leasing Inc.        Business Equipment     $50,000
Department 1608                  Lease
Denver, CO 80291

Bank of America - Wilmington     Credit Card            $47,696

Wells Fargo Small Business       Credit Card            $30,000

Citibank CBSD N.A.               Credit Card            $22,303

Internal Revenue Service         Income Tax             $19,000

USAA                             2000 BMW X5            $26,000
                                                       Secured:
                                                        $16,000

Bank of America - Newark         Credit Card             $6,896

GEMB/Care Creit                  Credit Card             $1,982

CITHC/CBSD                       Credit Card             $1,784

Dentrix                          Software                $1,000

Household Bank / GM Classic      Credit Card               $722

Riggs Ranch Meadows HOA          Rental Property           $700
                                 at 5429 South         Secured:
                                 Scott Place,          $375,000
                                 Chandler, AZ      Senior Lien:

Cash One                         Payday Loan               $495

Checkmate - Phoenix              Payday Loan               $495

Checkmate - Dublin               Payday Loan               $490


McMurdie Law Offices, P.C.       Mediation Fees            $357


NEXINNOVATIONS INC: Inks Pact to Sell Services Unit to Brains II
----------------------------------------------------------------
Mintz & Partners Ltd., as NexInnovations Inc.'s monitor, stated in
its second report that the Debtor signed an asset sale and
purchase agreement with Brains II Inc. on Sunday.  Under the sale
agreement, the Debtor will sell its services business at a
purchase price of $6 million to Brains II.  However, the purchase
price is contingent on any of the Debtor's customers transitioning
their business to the purchaser.

Moreover, Brains II has agreed to assist NexInnovations and  
TechData Canada Corporation, primary secured creditor, in
collecting the Debtor's receivables for no consideration.

However, Prowis Inc., chief restructuring officer of
NexInnovations, recommends that Tech Data continue to collect the
receivables in the ordinary course.  Moreover, Prowis has
expressed concerned that with the passage of time, the Debtor's
services business will decline in value.  Prowis added that the
Debtor is losing employees necessary for maintaining the Debtor's
services unit.

                 Tech Data Supports Brains II Deal

Tech Data stated it fully supports the Brains II transaction and
asserts that, being owed $52 million, it has a significant
interest in the completion of the transaction.  Tech Data added
that once the transaction is completed, its chances to be repaid
in full increases and there will be surplus available for the
Debtor's unsecured creditors.

The Ontario Superior Court of Justice, pursuant to an initial
order dated Oct. 2, 2007, had authorized the Debtor to obtain a $5
million debtor-in-possession loan facility from Tech Data.

                   Mintz Supports Brains II Deal

Mintz & Partners Ltd., the Debtor's monitor, recommends the
approval of the Brains II transaction believing that the deal is
in the best interest of the Debtor's stakeholders.  Specifically,
according to Mintz the Brains II transaction appears to:

   a. realize more for the assets that are being sold than would
      likely be realized in a liquidation;

   b. preserve jobs for some of the Debtor's former employees; and

   c. preserve the Debtor's receivables by ensuring that
      NexInnovations' customers will be serviced going forward.

Based on the materials the Debtor filed with the Court, the Debtor
has these assets remaining:

          Assets/Business            Estimated Book Value
          ---------------            --------------------
          Cash                             CDN$17,563,000
          Accounts Receivables                 49,700,000
          Furniture and Fixtures             Undetermined

                        About Tech Data

Tech Data Canada Corporation is a subsidiary of Tech Data
Corporation (NASDAQ GS: TECD) -- http://www.techdata.com/--  
headquartered in Clearwater, Florida.  Tech Data distributes IT
products, with more than 90,000 customers in over 100 countries.  
The company's business model enables technology solution
providers, manufacturers and publishers to cost-effectively sell
to and support end users ranging from small-to-midsize businesses
to large enterprises.  Ranked 109th on the FORTUNE 500(R), Tech
Data generated $21.4 billion in sales for its fiscal year ended
Jan. 31, 2007.  The company and its subsidiaries operate 26
fulfillment centers in the U.S., Canada, Latin America, Europe and
the Middle East.

                         About Brains II

Markham, Ontario-based Brains II Inc. -- http://www.brainsii.com/
-- was established in 1979 as a third-party maintenance provider
and seller of refurbished technology.  Presently, Brains II has
grown into one of Canada's leading providers of products and
services for IBM, HP, Sun, and Xerox and operates under the Brains
II brand.  The company specializes in mainframe, midrange, network
processors and peripherals, disk storage systems, automated
libraries and large production printing equipment.  It also
develops consulting, financing, maintenance, technical support,
education, and outsourced disaster recovery services.

                       About NexInnovations

NexInnovations Inc., headquartered in Mississauga, Ontario, --
http://www.nexinnovations.com/-- is one of Canada's leading
online retailers of computer equipment.  NexInnovations provides
computer hardware and services, including systems integration and
technical support.  It sells and installs equipment and systems
from companies like Cisco, CA plc, IBM, and Microsoft.
NexInnovations, founded in 1978, was one of Canada's Top 100
Solution Providers, and according to that list, in 2005 the
company reported revenues between $500 million and $550 million.  
For the fiscal year ended May 31, 2007, the Debtor had revenue of
about $350 million.

The Debtor previously filed for protection under the Companies'
Creditors Arrangement Act in August 2006 and was granted 30-day
period to allow the company time to restructure due to financial
difficulties.  Ernst & Young Inc. was appointed monitor in the
2006 CCAA proceedings.

The Debtor sought for protection from its creditors under the CCAA
and ceased operations on Oct. 2, 2007.  The Debtor's second filing
was intended to resolve its current financing difficulties and to
complete its 2006 Plan.  Prowis Inc. serves as the Debtor's chief
restructuring officer upon the request of Tech Data Canada
Corporation, primary secured creditor.  Mintz & Partners Ltd. was
appointed as the Debtor's monitor.


NEXINNOVATIONS INC: CEO H. Kelly Blames Tech Data over Bankruptcy
-----------------------------------------------------------------
Then NexInnovations Inc. chief executive officer and president,
Hubert Kelly, in a sworn affidavit dated Sept. 27, 2007, said that
Tech Data Canada Corporation has acted in a manner that will
"cause shortfall at Nex[Innovations] and then has refused to
support Nex[Innovations] with additional temporary funding."  

Mr. Kelly contested that Tech Data terminated the funding
agreement with NexInnovations on grounds of financial crisis.  In
addition, Mr. Kelly said Tech Data has refused to cooperate with
the Debtor in reconciling the day-to-day business operations
between NexInnovations and Tech Data.  

Mr. Kelly's gravest concern was Tech Data's conduct directing the
Debtor to immediately suspend payment of its obligations except
the September 24th payroll cycle which effectively denied the
Debtor of its access to credit.  Instead, Tech Data had advised
Mr. Kelly that NexInnovations was in technical default under its
credit facility agreement.

Mr. Kelly recalls that on Sept. 19, 2007, Tech Data was obliged to
advance $840,000, net, under a plan sponsorship agreement but
failed to do so.  At that time, Mr. Kelly said NexInnovations was
in need of about $500,000 to fund payroll for the week ended
September 24.

However, Tech Data advised the Debtor that it would extend a fund
of $500,000 on certain conditions, including the engagement of
Prowis Inc. as chief restructuring officer; Hubert Kelly inject
additional capital and personal guarantee into NexInnovations;
payments from Tech Data will be used only for payroll; and Mr.
Kelly will immediately suspend his compensation.  In addition,
Tech Data will continue to serve its loan default notification.

Mr. Kelly said he had no choice but to agree on Tech Data's
imposed conditions, otherwise, NexInnovations will go out of
business.

On Sept. 21, 2007, Tech Data delivered a demand letter and a
notice of intention to enforce security.

NexInnovations management believes that its relationship with Tech
Data proves to be a challenge to the viable restructuring of the
Debtor's business and affairs as provided in a 2006 Plan.

NexInnovations disputes the allegations that it is in default of
its obligations to Tech Data.  Also, the Debtor believes that were
it not for the actions of Tech Data, it would not be in its
current financial crisis.   Moreover, the Debtor assumes that the
conduct of Tech Data leads to the deliberate "destruction" of
NexInnovations' business.

                      Plan Sponsorship Pact

Tech Data and NexInnovations had entered into a 2006 Plan
Sponsorship Agreement that contemplated the implementation of the
2006 Plan.  Tech Data, a supplier of inventory to the Debtor, had
extended about $23 million in credit to the Debtor sometime before
March 2006.  By the end of March 2006, this credit facility had
been reduced to $15 million.  Subsequently, Tech Data further
decreased the credit facility to $10 million.

Under the 2006 Plan, the credit facility was paid in full.  
However, in connection with the 2006 Plan, a key component of the
Debtor's restructuring was to outsource some functions relating to
approval and collection of accounts receivable, after the
completion of the 2006 CCAA proceedings.  Hence the signing of the
plan sponsorship agreement between the parties.

The principal components of the plan sponsorship agreement
include, among others, a credit facility extended to
NexInnovations in the amount of $15 million (which was reduced to
$10 million) to fund short term cash requirements upon the
Debtor's emergence from CCAA and Tech Data's purchase of certain
re-sale inventory owned by the Debtor.

                         About Tech Data

Tech Data Canada Corporation is a subsidiary of Tech Data
Corporation (NASDAQ GS: TECD) -- http://www.techdata.com/--  
headquartered in Clearwater, Florida.  Tech Data distributes IT
products, with more than 90,000 customers in over 100 countries.  
The company's business model enables technology solution
providers, manufacturers and publishers to cost-effectively sell
to and support end users ranging from small-to-midsize businesses
to large enterprises.  Ranked 109th on the FORTUNE 500(R), Tech
Data generated $21.4 billion in sales for its fiscal year ended
Jan. 31, 2007.  The company and its subsidiaries operate 26
fulfillment centers in the U.S., Canada, Latin America, Europe and
the Middle East.

                      About NexInnovations

NexInnovations Inc., headquartered in Mississauga, Ontario, --
http://www.nexinnovations.com/-- is one of Canada's leading
online retailers of computer equipment.  NexInnovations provides
computer hardware and services, including systems integration and
technical support.  It sells and installs equipment and systems
from companies like Cisco, CA plc, IBM, and Microsoft.
NexInnovations, founded in 1978, was one of Canada's Top 100
Solution Providers, and according to that list, in 2005 the
company reported revenues between $500 million and $550 million.  
For the fiscal year ended May 31, 2007, the Debtor had revenue of
about $350 million.

The Debtor previously filed for protection under the Companies'
Creditors Arrangement Act in August 2006 and was granted 30-day
period to allow the company time to restructure due to financial
difficulties.  Ernst & Young Inc. was appointed monitor in the
2006 CCAA proceedings.

The Debtor sought for protection from its creditors under the CCAA
and ceased operations on Oct. 2, 2007.  The Debtor's second filing
was intended to resolve its current financing difficulties and to
complete its 2006 Plan.  Prowis Inc. serves as the Debtor's chief
restructuring officer upon the request of Tech Data Canada
Corporation, primary secured creditor.  Mintz & Partners Ltd. was
appointed as the Debtor's monitor.


NEXINNOVATIONS INC: Softchoice & Brains II To Give Service Support
------------------------------------------------------------------
Softchoice Corp. and Brains II Inc. on Tuesday disclosed a
partnership to provide NexInnovations customers with complete
technology solutions and service support.

Softchoice recently completed the acquisition of NexInnovations
technology solutions and products division.  On Oct 15, 2007,
Brains II said it entered into an agreement to acquire the
company's break-fix and warranty services business with
approximately 400 services staff.

Together Softchoice and Brains II will ensure that NexInnovations
customers continue to receive integrated reliable, high quality
service with respect to the purchase, deployment, management and
ongoing optimization of new technology solutions.

"Helping customers maximize the value of their IT investments has
been a key focus for us and we are delighted to have found such a
like-minded and capable partner," said David MacDonald, president
and chief executive officer of Softchoice.  "Brains II has been
responsible for maintaining the hardware systems infrastructure
for some of North America's most well-regarded organizations.
Combined with our own established competencies in providing
comprehensive IT solutions, we are creating a winning formula for
our respective organizations and, above all, NexInnovations
customers."

"Softchoice has built a solid reputation for service excellence
and for building long-lasting customer relationships," said
Charles G. Hanna, president and CEO of Brains II.  "Our own
professional team of certified technicians and extensive
nationwide facilities network are an ideal complement as we work
together to manage the technology requirements of some of Canada's
leading organizations."

                         About Softchoice

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

                          About Brains II

Markham, Ontario-based Brains II Inc. -- http://www.brainsii.com/
-- was established in 1979 as a third-party maintenance provider
and seller of refurbished technology.  Presently, Brains II has
grown into one of Canada's leading providers of products and
services for IBM, HP, Sun, and Xerox and operates under the Brains
II brand.  The company specializes in mainframe, midrange, network
processors and peripherals, disk storage systems, automated
libraries and large production printing equipment.  It also
develops consulting, financing, maintenance, technical support,
education, and outsourced disaster recovery services.

                       About NexInnovations

NexInnovations Inc., headquartered in Mississauga, Ontario, --
http://www.nexinnovations.com/-- is one of Canada's leading
online retailers of computer equipment.  NexInnovations provides
computer hardware and services, including systems integration and
technical support.  It sells and installs equipment and systems
from companies like Cisco, CA plc, IBM, and Microsoft.
NexInnovations, founded in 1978, was one of Canada's Top 100
Solution Providers, and according to that list, in 2005 the
company reported revenues between $500 million and $550 million.  
For the fiscal year ended May 31, 2007, the Debtor had revenue of
about $350 million.

The Debtor previously filed for protection under the Companies'
Creditors Arrangement Act in August 2006 and was granted 30-day
period to allow the company time to restructure due to financial
difficulties.  Ernst & Young Inc. was appointed monitor in the
2006 CCAA proceedings.

The Debtor sought for protection from its creditors under the CCAA
and ceased operations on Oct. 2, 2007.  The Debtor's second filing
was intended to resolve its current financing difficulties and to
complete its 2006 Plan.  Prowis Inc. serves as the Debtor's chief
restructuring officer upon the request of Tech Data Canada
Corporation, primary secured creditor.  Mintz & Partners Ltd. was
appointed as the Debtor's monitor.


OMEGA HEALTHCARE: Board Declares $0.28/Share Common Stock Dividend
------------------------------------------------------------------
Omega Healthcare Investors, Inc.'s Board of Directors declared a
common stock dividend of $0.28 per share, increasing the quarterly
common dividend by $0.01 per share over the prior quarter, and
declared its regular quarterly dividend for the Company's Series D
preferred stock.  The Board also disclosed the reinstatement of
the optional cash purchase component of the company's Dividend
Reinvestment and Common Stock Purchase Plan.

                         Common Dividend

The company's Board of Directors reported a common stock dividend
of $0.28 per share, to be paid Nov. 15, 2007 to common
stockholders of record on Oct. 31, 2007.  At the date of this
release the company had approximately 68 million outstanding
common shares.

                        Preferred Dividend

The Board also declared its regular quarterly dividend for the
Series D preferred stock, payable Nov. 15, 2007 to preferred
stockholders of record on Oct. 31, 2007.  Series D preferred
stockholders of record on Oct. 31, 2007 will be paid dividends in
the approximate amount of $0.52344, per preferred share, on Nov.
15, 2007.  The liquidation preference for the company's Series D
preferred stock is $25.00 per share.  Regular quarterly preferred
dividends represent dividends for the period Aug. 1, 2007 through
Oct. 31, 2007.

             Reinstatement of Optional Cash Purchases

The company also disclosed the reinstatement of the optional cash
purchase component of its Dividend Reinvestment and Common Stock
Purchase Plan, effective immediately for investments beginning
Nov. 15, 2007.  Please note that the per share purchase discount
for both optional cash purchases and dividend reinvestments has
been reset to 1%.  All participants at the date of the Plan's
suspension on Aug. 1, 2007 will be receiving a letter from the
company discussing enrollment status and procedures within the
next few days.  All questions and requests in connection with the
Plan should be directed to the Plan's administrator,
Computershare, at (800) 519-3111.

The company is a real estate investment trust investing in and
providing financing to the long-term care industry.  At June 30,
2007, the company owned or held mortgages on 233 SNFs and assisted
living facilities with approximately 26,820 beds located in 27
states and operated by 30 third-party healthcare operating
companies.

                     About Omega HealthCare

Based in Timonium, Maryland, Omega HealthCare Investors, Inc.
(NYSE:OHI) -- http://www.omegahealthcare.com/-- is a real      
estate investment trust investing in and providing financing to
the long-term care industry.  At Dec. 31, 2006, the company owned
or held mortgages on 239 skilled nursing facilities and assisted
living facilities with approximately 27,302 beds located in 27
states and operated by 32 third-party healthcare operating
companies.

                          *     *     *

Omega Healthcare's 7% Senior Notes due 2014 holds Moody's
Investors Service's Ba3 rating, and Standard & Poor's and Fitch
Ratings' BB rating.


OWNIT MORTGAGE: Court Extends Plan Confirmation Hearing to Dec. 19
------------------------------------------------------------------
The Honorable Kathleen Thompson of the U.S. Bankruptcy Court for
the Central District of California extended, until Dec. 19, 2007,
at 9:30 a.m., the confirmation hearing for Ownit Mortgage
Solutions Inc.'s Second Amended Chapter 11 Plan of Liquidation.

Any objection to the Debtor's plan are due Nov. 19, 2007.  Voting
deadline is Nov. 20, 2007.

As reported in the Troubled Company Reporter on Sept. 28, 2007,
Judge Thompson approved the Debtor's Second Amended Disclosure
Statement explaining its Second Amended Liquidation Plan.  The
Plan contemplates the transfer of the Debtor's assets, including
all causes of action, to OWNIT Liquidating Trust, which will
liquidate the assets, and distribute the proceeds to the Debtor's
creditors.  The Debtor also received up to $23 million federal tax
refund and additional $1.82 million in other tax refunds on May 1,
2007.

Under the Plan, Administrative and Priority Tax Claims will be
paid in full.  After the effective date, holders of Secured Claims
will receive, either:

   a. the collateral securing their interest;
   b. proceeds from the sale of the collateral;
   c. cash in the amount of its secured claim; or
   d. other distribution or treatment.

Priority Non-Tax Claims, totaling $4,100,00, will be paid in full
on the effective date.  General unsecured creditors holding
approximately $181,000,000, will receive a pro rata distribution
from the OWNIT Liquidating Trust Proceeds after the effective
date.  Holders of Subordinated General Unsecured Claim will be
paid after all General Unsecured Claims are paid.  In addition,
Equity Interest Claims will be deemed cancelled under the Plan.

                       About Ownit Mortgage

Based in Agoura Hills, California, Ownit Mortgage Solutions Inc.
is a subprime mortgage lender, which specializes in making loans
to borrowers with poor credit or limited incomes.  The Debtor
filed for chapter 11 protection on Dec. 28, 2006 (Bankr. C.D.
Calif. Case No. 06-12579).  Ira D. Kharasch, Esq., Linda F.
Cantor, Esq., Jonathan J. Kim, Esq., and Scotta E. McFarland,
Esq., at Pachulski Stang Ziehl Young Jones & Weintraub LLP,
represent the Debtor.  Stutman, Treister & Glatt represents
the Official Committee of Unsecured Creditors.  The Debtor's
schedules show total assets of $697,550,849 and total liabilities
of $819,131,179.


PACIFIC LUMBER: Plan Creates $200MM More Debt, Noteholders Say
--------------------------------------------------------------
The proposed full payment Chapter 11 plan filed by Scotia Pacific
Company LLC and Pacific Lumber Company is not feasible as it
burdens Scotia with approximately $1.1 billion in total debt upon
emergence, The Bank of New York Trust Company, N.A.'s, as
indenture trustee for Timber Noteholders, said in a court filing.  

The total emergence debt:

   (i) is $200 million more than the debt Scotia had prior to
       its bankruptcy filing,

  (ii) is subject to interest rates higher than those Scotia
       could not afford to pay prior to the bankruptcy filing,
       and

(iii) is without any significant improvement in the lumber
       markets, the regulatory environment or Scotia's timber
       operations, the Indenture Trustee asserted.

The Indenture Trustee maintained that the Timber Noteholders hold
a secured claim totaling approximately $800 million with a first
priority lien on all of Scotia's assets.   The Plan, however, the
Indenture Trustee argued, Plan fails to provide the Noteholders
the indubitable equivalent of that claim because it substantially
increases the Noteholders' risk and materially lowers the
likelihood of collection by:

   -- immediately taking over $40 million of the Indenture
      Trustee's cash collateral in the "SAR Account" and
      transferring it to general corporate accounts of Scotia;

   -- placing a $350 million senior priority Exit Facility
      ahead of the Noteholders' existing first lien on Scotia's
      assets; and

   -- proposing to pay the principal on the Timber Noteholders'
      claim from the "highly speculative" sale of certain
      timberlands and the Redwood Ranch project in the next ten
      years.

           Noteholders Value Timberlands at $290-500MM

The Indenture Trustee's financial advisor, Houlihan Lokey Howard &
Zukin Capital, has estimated Scotia's income generating properties
to value between $290 to $500 million.  In a testimony filed with
the Court, Houlihan professional Christopher R. Di Mauro noted
that Scotia, as compared to other comparable companies analyzed,
among other things:

   (i) has lower growth prospects;

  (ii) has its timberlands in a much more highly regulated
       jurisdiction;

(iii) is less diversified; and

  (iv) is much smaller in terms of revenue and global presence.

Under its proposed Chapter 11 plan, Scotia estimated its
properties to be worth approximately $800 million.

Houlihan Lokey also completed a separate preliminary valuation
analysis of Scotia's 6,639 acres of "ancient redwood trees", and
has estimated the subject property to be worth approximately $10
to 20 million.  Scotia has noted under its Chapter 11 Plan that
the preserved forest trees are worth approximately $400 million.  
Harvesting of the redwood trees is restricted through 2049.

The Houlihan Valuation Report was originally filed under seal to
protect certain confidential information.  The Report has recently
been unsealed as Scotia has agreed to make certain portions of the
Report public.

        Humboldt Board Issues Building Ban on Timberlands

In other news, in a letter addressed to U.S. Bankruptcy Judge
Schmidt for the Southern District of Texas, the Board of
Supervisors of Humboldt County disclosed it held a public meeting
on Oct. 9, 2007, and passed an ordinance ordering a 45-day
moratorium on the issuance of building permits on timberlands in
Humboldt County and residential dwelling units on lands zoned as
Timberland Production.

Humboldt Board Chairperson Bonnie Neely noted that the Ordinance
was in direct response to Scotia's Chapter 11 Plan that outlines a
proposal for residential development in Humboldt County known as
the "Redwoods Ranch Development."

The Board does not believe that the proposed Redwoods Ranch
Development is feasible.  The Plan is inconsistent with existing
land use plans and policies and is inconsistent with all of the
plans and policies that are currently being reviewed in the
County's General Plan Update, Mr. Neely said in the letter.

The Board urge Judge Schmidt to consider the Ordinance in
reviewing the feasibility of the Scotia Plan.

Headquartered in Oakland, California, The Pacific Lumber Company
-- http://www.palco.com/-- and its subsidiaries operate in  
several principal areas of the forest products industry, including
the growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.  John F. Higgins, Esq., and James Matthew
Vaughn, Esq., at Porter & Hedges LLP, is Scotia Pacific's co-
counsel.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  (Scotia/Pacific Lumber Bankruptcy News, Issue
No. 29, http://bankrupt.com/newsstand/or 215/945-7000).   


POPE & TALBOT: Further Extends Lender Pact on Covenant Default
--------------------------------------------------------------
Pope & Talbot Inc. has agreed to a further extension of its
forbearance agreement with its senior secured lenders.  The
agreement will extend the company's access to liquidity provided
by the revolving credit facility through Oct. 26, 2007.  The
company will use this additional time to continue to explore
options for improving its balance sheet, including, but not
limited to, the sale of certain or all of the company's assets.

As reported in the Troubled Company Reporter on Aug. 8, 2007,
Pope & Talbot disclosed, in a regulatory filing with the
U.S. Securities and Exchange Commission, that, along with its
wholly owned Canadian subsidiary, Pope & Talbot Ltd., it entered
into a forbearance agreement dated as of July 31, 2007, with
Ableco Finance LLC, Wells Fargo Financial Corporation Canada and
the other lenders under the company's senior secured credit
agreement.

The company is in default of the covenant in its senior secured
credit agreement that required the company to generate EBITDA of
at least $30 million for the four-quarter period ended
June 30, 2007.  The company expected to be out of compliance with
this covenant and disclosed that expectation in its Quarterly
Report on Form 10-Q for the quarter ended March 31, 2007.

Under the Agreement, the senior lenders have agreed that, until
Sept. 17, 2007 or the earlier occurrence of another default, they
will forbear from exercising any rights or remedies they may have
under the credit agreement arising from the Specified Default, and
will permit the company to continue to borrow under the revolving
credit facility subject to all other terms and conditions of the
credit agreement.

As previously reported, Pope & Talbot agreed to an extension of
its forbearance agreement with its senior secured lenders on
Sept. 17, 2007.

                       About Pope & Talbot

Pope & Talbot Inc. (NYSE: POP) -- http://www.poptal.com/-- is
a pulp and wood products company.  The company is based in
Portland, Oregon.  The company was founded in 1849 and produces
market pulp and softwood lumber at mills in the U.S. and Canada.  
Markets for the company's products include the U.S., Europe,
Canada, South America, and the Pacific Rim.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on April 12, 2007,
KPMG LLP expressed substantial doubt on Pope & Talbot Inc.'s
ability to continue as a going concern after auditing the
company's financial statements for the year ended Dec. 31, 2006.  
The auditing firm pointed to the company significant borrowings
and the uncertainty over the company's ability to comply with the
financial covenants in future periods.


PRICELINE.COM(R): Names Thomas Trotta as Senior Vice President
--------------------------------------------------------------
Priceline.com(R) named Thomas L. Trotta, 45, to the position of
senior vice president, Vacation Packages.

Mr. Trotta is a travel industry veteran with broad experience in
the package and cruise industries.  He is responsible for
priceline.com's vacation packages, cruises and tours and
attractions offerings.

Prior to joining priceline.com, Mr. Trotta was president of
International Lifestyles Inc., a private-label call center and
Internet solutions provider for hotels and tour operators, where
he served since 1996.  He also represented SuperClubs Resorts as
its Executive Vice President – USA since 2004.

Before coming to International Lifestyles, Mr. Trotta held several
executive positions in the travel agency and cruise industries,
including director of accounting for Renaissance Cruises Inc., and
manager of corporate planning and analysis for Royal Caribbean
Cruises Ltd.

"As a former senior executive with one of the world's best-known
package brands, Tom Trotta knows how to delight consumers, satisfy
suppliers and grow a business," said Chris Soder, priceline.com's
president, North American Travel.

"Priceline.com believes that, under Tom's guidance and direction,
our vacation packages product will continue to expand and
strengthen its reputation for providing the best pricing and value
in the online travel industry."

                      About Priceline.com(R)

Headquartered in Norwalk, Connecticut, Priceline.com Incorporated
(Nasdaq: PCLN) -- http://www.priceline.com/-- operates  
priceline.com, a U.S. online travel service for value-conscious
leisure travelers, and Booking.com, an international online hotel
reservation service.

                          *     *     *

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


PROJECT FUNDING: Fitch Downgrades Ratings on Four Note Classes
--------------------------------------------------------------
Fitch downgrades four classes of notes issued by Project Funding
Corporation I.  These rating actions are effective immediately:

   -- $34,447,021 class I senior notes downgraded to 'B' from
      'BBB' and assigned a distressed recovery rating of 'DR1';

   -- $1,866,267 class II senior notes downgraded to 'C/DR5'
      from 'B/DR1';

   -- $1,932,885 class III mezzanine notes downgraded to
      'C/DR5' from 'CCC/DR3';

   -- $2,332,915 class IV mezzanine notes downgraded to 'C/DR5'
      from 'CC/DR5'

PFC I is a collateralized debt obligation that closed
March 5, 1998 and is administered by Credit Suisse.  PFC I has a
static portfolio composed of amortizing project finance loans
originated by Credit Suisse for utility facilities.  As of the
July 15, 2007 payment date, there were 10 loans outstanding to 9
obligors.  Included in this review, 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.

A subordination event occurred in July 2006 due to an asset
defaulting on its scheduled principal payments.  The subordination
event causes the waterfall to pay principal sequentially going
forward, which benefits the class I notes. However, the defaulted
asset has been written down completely as of July 2007, leaving
the outstanding class I principal balance undercollateralized.  
The class II, III and IV notes will continue to receive interest
proceeds because PFC I does not have a mechanism to divert excess
spread.

The defaulted loan has proposed restructuring terms, which could
result in eventual full principal repayment.  However, based upon
the current estimates of the restructuring terms and the
financials of the facility, it is anticipated that the final
maturity will occur after PFC I's legal maturity date on Jan. 15,
2012.  The current ratings and DR ratings address only the cash
flows expected to be received by maturity.

The rating of the class I notes addresses 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 II, III and IV 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.


PROVIDENTIAL HOLDINGS:  Kabani & Co. Raises Going Concern Doubt
---------------------------------------------------------------
Based in Los Angeles, Calif., Kabani & Company Inc. expressed
substantial doubt about Providential Holdings 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 stated that the company has suffered
recurring losses and negative cash flows from operations.

The company has accumulated deficit of $17,349,903 and negative
cash flow from operations amounting $950,203 for the year ended
June 30, 2007.

The company posted a $537,021 net loss from operations on
$3,572,347 of net revenues for the year ended June 30, 2007, as
compared with a $1,279,850 net operating income on $4,119,009 of
net revenues in the prior year.

At June 30, 2007, the company's balance sheet showed $9,922,178 in
total assets, $3,115,871 in total liabilities and a $6,806,307
stockholders' equity.  

                   About Providential Holdings

Based in Huntington Beach, California, Providential Holdings, Inc.
(OTCBB:PRVH) -- http://www.phiglobal.com/-- specializes in  
mergers and acquisitions and independent energy business. The
Company acquires and consolidates special opportunities in
selective industries to create additional value, acts as an
incubator for emerging companies and technologies, and provides
financial consultancy and M&A advisory services to U.S. and
foreign companies.


RALI SERIES 2007: Moody's Puts Low-B Ratings on Two Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by RALI Series 2007-QH9 Trust, and ratings
ranging from Aa2 to B2 to the subordinate certificates in the
deal.

The securitization is backed by hybrid adjustable-rate, negatively
amortizing Alt-A mortgage loans originated by Homecomings
Financial, LLC and various other originators, none of which
originated more than 10% of the mortgage loans.  The ratings are
based primarily on the credit quality of the loans and on the
protection against credit losses by subordination. Moody's expects
collateral losses to range from 1.45% to 1.65%.

Primary servicing will be provided by GMAC Mortgage LLC.
Residential Funding Company LLC (GMAC-RFC) will act as master
servicer.  Moody's has assigned GMAC-RFC its top servicer quality
rating of SQ1 as master servicer.

The complete rating actions are:

RALI Series 2007-QH9 Trust

Mortgage Asset-Backed Pass-Through Certificates, Series 2007-QH9

   -- Cl. A-1, Assigned Aaa
   -- Cl. A-2, Assigned Aaa
   -- Cl. X, Assigned Aaa
   -- Cl. R-I, Assigned Aaa
   -- Cl. R-II, Assigned Aaa
   -- Cl. M-1, Assigned Aa2
   -- Cl. M-2, Assigned A2
   -- Cl. M-3, Assigned Baa2
   -- Cl. B-1, Assigned Ba2
   -- Cl. B-2, Assigned B2


RENAISSANCE HOME: S&P Junks Ratings on Three Cert. Classes
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of asset-backed certificates from three Renaissance Home
Equity Loan Trust transactions.  S&P removed three of the
four lowered ratings from CreditWatch with negative implications.  
At the same time, S&P affirmed its ratings on seven other
certificates from the same transactions.
     
The lowered ratings reflect poor collateral performance that has
allowed losses to consistently outpace excess interest and erode
credit support, causing overcollateralization levels to fall below
their targets.  In addition, the current delinquency levels
suggest that this trend could continue.  As of the September 2007
remittance period, 90-plus-day delinquencies (including REOs and
foreclosures) ranged from 24.21% (series
2002-3) to 30.46% (series 2002-1) of the current pool balances.  
Cumulative losses ranged from 2.51% (series 2002-3) to 3.78%
(series 2002-1) of the original pool balances.
     
S&P removed three ratings from CreditWatch because they were
lowered to 'CCC'.  According to Standard & Poor's surveillance
practices, classes of certificates or notes from RMBS transactions
with ratings lower than 'B-' are no longer eligible to be on
CreditWatch negative.
     
The affirmations reflect sufficient levels of credit support to
maintain the current ratings, despite moderate to high
delinquencies.  Subordination, excess interest, and O/C provide
credit support for the transactions.  In some cases, the senior
certificates receive additional credit support provided by a
'AAA' rated bond insurance provider.
     
The collateral consists of either fixed- or adjustable-rate home
equity first- and second-lien subprime loans secured by one- to
four-family residential properties.


                        Rating Lowered

              Renaissance Home Equity Loan Trust
                   Asset-backed certificates

                                    Rating
                                    ------
              Series    Class   To          From
              ------    -----   --          ----
              2002-1    M-2     BBB-        A

     Ratings Lowered and Removed from Creditwatch Negative

               Renaissance Home Equity Loan Trust
                    Asset-backed certificates

                                        Rating
                                        ------
            Series      Class        To        From
            ------      -----        --        ----
            2002-1      B            CCC       BBB/Watch Neg
            2002-2      B            CCC       BB/Watch Neg
            2002-3      B            CCC       BB/Watch Neg
    
                        Ratings Affirmed
   
              Renaissance Home Equity Loan Trust
                  Asset-backed certificates

              Series     Class            Rating
              ------     -----            ------
              2002-1     M-1              AAA
              2002-2     A                AAA
              2002-2     M-1              AA
              2002-2     M-2              A
              2002-3     A                AAA
              2002-3     M-1              AA
              2002-3     M-2              A


RESIDENTIAL CAPITAL: Restructuring Plan to Cut Workforce by 25%
---------------------------------------------------------------
GMAC Financial Services is restructuring its mortgage
operations, Residential Capital LLC, as severe weakness in
the housing market and mortgage industry continues to prevail.
ResCap will streamline its operations and revise its cost
structure, which will enhance its flexibility, allowing it to
scale operations up or down more rapidly to meet changing market
conditions.

On Oct. 15, 2007, a restructuring plan was approved that will
include ResCap reducing its current worldwide workforce of 12,000
associates by approximately 25 percent, or by approximately 3,000
associates, with the majority of reductions occurring in the
fourth quarter of 2007.

The reduction in workforce is in addition to the measures
undertaken in the first half of 2007 in which 2,000 positions were
eliminated.

"We deeply respect and value all of our associates.  While
workforce reductions are very difficult, we will treat our
departing associates with sensitivity in keeping with our values,"
said Jim Jones, ResCap chief executive officer.

The reduction in ResCap's workforce was influenced by sharp
downturns in the U.S. residential real estate markets and the
global dislocation of the mortgage finance and credit markets.  
The mortgage industry continues to experience lower overall
origination volumes; illiquidity in the secondary market; and
adverse trends in home price appreciation.

As a result of the actions, ResCap will incur restructuring
charges, which are expected to range from $90 to $110 million,
which will include costs related to severance and other employee-
related costs of approximately $55 to $65 million and the closure
of facilities of approximately $35 to $45 million.  The majority
of the charges will be incurred in the fourth quarter of 2007.  
Consolidated charges are expected to result in future cash
expenditures of approximately $85 to $95 million.

The workforce reductions will include a range of administrative
and managerial positions.  Business units most affected by lower
mortgage market origination volumes will incur the most
reductions.  All eligible associates affected by the workforce
reduction will be provided severance packages and outplacement
assistance.

ResCap said it will continue to modify its product offerings based
on market conditions, and has sharply reduced its exposure to
nonprime and prime non-conforming loans this year.  Nevertheless,
ResCap added it will continue to offer a broad and competitive
menu of high quality products and will pursue growth plans
opportunistically in areas where the company maintains a
competitive advantage. In addition, ResCap will continue to
leverage its relationship with GMAC Bank and its efficient,
dependable sources of funding.

                  About GMAC Financial Services

GMAC Financial Services -- http://www.gmacfs.com/-- is a global,  
diversified financial services company that operates in
approximately 40 countries in automotive finance, real estate
finance, insurance and commercial finance businesses.  GMAC was
established in 1919 and currently employs about 31,000 people
worldwide.  At Dec. 31, 2006, GMAC held more than $287 billion in
assets and earned net income for 2006 of $2.1 billion on net
revenue of $18.2 billion.

                  About Residential Capital, LLC

Residential Capital LLC -- https://www.rescapholdings.com/ -- is a
real estate finance company, focused primarily on the residential
real estate market in the United States, Canada, Europe, Latin
America and Australia.  The company's diversified businesses cover
the spectrum of the U.S. residential finance industry, from
origination and servicing of mortgage loans through their
securitization in the secondary market.  It also provides capital
to other originators of mortgage loans, residential real estate
developers, and resort and timeshare developers.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 23, 2007,
Fitch downgraded Residential Capital LLC's Issuer Default Rating
to 'BB+' from 'BBB' and placed it on Rating Watch Negative.  

As reported in the Troubled Company Reporter on Aug. 20, 2007,
Moody's Investors Service downgraded to Ba1, from Baa3, its
ratings on the senior debt of Residential Capital LLC.  The
ratings remain under review for possible downgrade.


RITCHIE (IRELAND): Exclusive Plan Filing Period Moved to Jan. 16
----------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York further extended Ritchie Risk-Linked Strategies Trading
(Ireland) Ltd. and Ritchie Risk-Linked Strategies Trading
(Ireland) II, Ltd.'s exclusive periods to:

   -- file a plan until Jan. 16, 2008; and

   -- solicit acceptances of that plan until March 17, 2008.

As reported in the Troubled Company Reporter on Oct. 8, 2007,
the Debtors' exclusive period to file a plan expired today,
Oct. 18, 2007.

The Debtors reminded the Court that their bankruptcy cases
commenced only three months ago, and since that time, they
have implemented first day relief, each secured post-petition
financing, and have commenced a process for the sale of a pool of
life settlement policies, which constitutes all or substantially
all of their assets.

According to the Debtors, an extension of their exclusive periods
is both necessary and appropriate to permit them to consummate the
next stage in the administration of their cases.

"[T]he Debtors have done much in these cases in a relatively
short period of time. . . . [n]evertheless, given the complexity
of these cases, much work remains to be done, including completion
of the sale of [the Debtors' insurance] [p]olicies, before [they]
can propose a viable plan," Lewis S. Rosenbloom, Esq., at Dewey
& LeBoeuf LLP says.

Based in Dublin, Ireland, Ritchie Risk-Linked Strategies Trading
(Ireland) Ltd. and Ritchie Risk-Linked Strategies Trading
(Ireland) II Ltd. -- http://www.ritchiecapital.com/-- are Dublin-
based funds of hedge fund group Ritchie Capital Management
LLC.  The Debtors were formed as special purpose vehicles to
invest in life insurance policies in the life settlement market.  
The Debtors filed for Chapter 11 protection on June 20, 2007
(Bankr. S.D.N.Y. Case Nos. 07-11906 and 07-11907).  Allison H.
Weiss, Esq., David D. Cleary, Esq., and Lewis S. Rosenbloom, Esq.,
at LeBoeuf, Lamb, Greene & MacRae, LLP represent the Debtors in
their restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed to date.  When the Debtors filed for
bankruptcy, they listed estimated assets and debts of more than
$100 million.


SAKS INC: Reports $307.4 Million Sales in 5-weeks Ended Oct. 6
--------------------------------------------------------------
Saks Incorporated disclosed last week that owned sales totaled
$307.4 million for the five weeks ended Oct. 6, 2007, compared to
$280.8 million for the five weeks ended Sept. 30, 2006, a 9.5%
increase.  Comparable store sales increased 7.7% for the five-week
period.

On a quarter-to-date basis, for the two months ended Oct. 6, 2007,
owned sales totaled $520.9 million compared to $458.9 million for
the two months ended Sept. 30, 2006, a 13.5% increase.  Comparable
store sales increased 11.8% for the two-month period.

On a year-to-date basis, for the eight months ended Oct. 6, 2007,
owned sales totaled $1.99 billion compared to $1.73 billion for
the eight months ended Sept. 30, 2006, a 15.1% increase.
Comparable store sales increased 13.3% for the eight-month period.

For September, the strongest categories at Saks Fifth Avenue were
women's shoes, women's designer sportswear, evening dresses,
fragrances, intimate apparel, and men's accessories and shoes.  
The weakest categories at Saks Fifth Avenue for September were
women's classic bridge sportswear, Salon Z (women's large sizes),
outerwear, and soft accessories.  Saks Direct also performed well
for the month.

Management expects comparable store sales growth of high-single
digits in the aggregate for the fall season.  The company
previously disclosed that, due to the retail calendar shift and
promotional adjustments, it expects to see outsized comparable
store sales growth in November and below-average comparable store
sales growth in October and December.

                     About Saks Incorporated

Based in Birmingham, Alabama, Saks Incorporated (NYSE: SKS) --
http://www.saksincorporated.com/-- currently operates Saks Fifth   
Avenue which is comprised of 54 Saks Fifth Avenue stores, 49 Saks
Off 5th stores, and saks.com.  The company also operates Club
Libby Lu specialty stores.

                          *     *     *

As reported in the Troubled Company Reporter on June 1, 2007,
Fitch Ratings has affirmed its Issuer Default Rating of Saks
Incorporated at 'B' and its rating of the company's secured bank
credit facility at 'BB/RR1'.  In addition, Fitch has upgraded the
company's senior unsecured notes to 'B+/RR3' from 'B/RR4'.  The
Rating Outlook has been revised to Stable from Negative.


SAN TAN: Files List of Four Largest Unsecured Creditors
-------------------------------------------------------
San Tan Homes LLC submitted to the U.S. Bankruptcy Court for the
District of Arizona its list of creditors holding largest
unsecured claims.

   Entity                     Nature of Claim       Amount
   ------                     ---------------       ------
   Gordon S. Bueler           Attorneys' fees      $10,000

   Ryan Jennings              Potential claim      unknown
                              arising out of
                              Pinal County
                              Superior Court
                              case
                              #CV2006-01117

   San Tan Ventures, Inc.     Loans; services     $959,089
                              provided

   Sandra Walker              Potential claim     unknown
                              arising out of
                              Pinal County
                              Superior Court
                              case
                              #CV2005-01533

Headquartered in Scottsdale, Arizona, San Tan Homes LLC --  
http://www.santanhomes.com/-- specializes in homes on lot sizes  
ranging from half to over one acre.  It builds homes to the
customer's specifications or offers finished homes ready to be
purchased.  

The company filed for chapter 11 protection on Aug. 31, 2007
(Bankr. D. AZ. Case No. 07-04363).  Kevin J. Rattay, Esq. at
Jaburg & Wilk, P.C. represents the Debtor in its restructuring
efforts.  When the Debtor filed for bankruptcy, it listed assets
and debts between $1 million to $100 million.


SENTINEL MGT: Ch. 11 Trustee Wants Removal of Actions Period Moved
------------------------------------------------------------------
Frederick J. Grede, the Chapter 11 Trustee appointed in Sentinel
Management Group Inc.'s Chapter 11 case, asks the U.S. Bankruptcy
Court for the Northern District of Illinois to extend until
Dec. 31, 2007, the time he may file notices of removal with
respect to the prepetition and postpetition actions.

Since his appointment, the Trustee has concentrated on resolving
pressing issues in Chapter 11 case and does not have adequate
information regarding the actions to determine whether they should
be removed.  The Trustee believes that it is appropriate to seek
an extension to protect his right to remove the actions.

The extension will provide the Trustee the opportunity to make
fully informed decisions concerning removal of each of the
actions.

The Trustee assures the Court that the rights of the parties to
the prepetition and postpetition actions will not be prejudiced.

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

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


SOURCE MAGAZINE: Emerges From Bankruptcy in New York
----------------------------------------------------
The Source Entertainment Inc., aka Source Enterprises Inc.,
publisher of hip-hop culture magazine The Source, emerged from
bankruptcy on Friday, terminating $30 million debts and more than
60 lawsuits and liabilities, according to various reports.

"With the conclusion of the bankruptcy process, The Source is now
well-positioned financially and poised for growth," Jeffrey Scott,
Chairman of the Board of The Source and a Managing Director of
Black Enterprise/Greenwich Street Corporate Growth Partners, the
company's majority owner, said.

"The Source belongs to hip-hop," Jeremy Miller, CEO and President
of the magazine, added.  "The company exists to serve hip-hop. The
Source will continue to empower its readers, advertisers and other
stakeholders to achieve their goals -- be it promoting an album or
a product or just raising a voice to reflect the mood of the
culture."

"With a second chance, the magazine will continue to be published
each month and undertake other brand building initiatives," the
magazine said in a statement.  "The magazine's founders, Dave Mays
and Raymond Scott, were fired in early 2006 and officially have
absolutely no ownership in or affiliation with The Source."

On Oct. 1, 2007, the Honorable Athur Gonzalez of the U.S.
Bankruptcy Court for the Southern District of New York confirmed
the company's Chapter 11 plan of reorganization, the  Associated
Press reports.  Judge Gonzalez ruled against Mr. Mays' objection
of the company's exit plan, stating that Mr. Mays couldn't provide
creditors better payment options than the one contained in the
Chapter 11 plan.  The plan establishes a trust to gather cash for
creditors.

Headquartered in New York City, Source Entertainment Inc. aka
Source Enterprises Inc. -- http://www.thesource.com/-- is the  
publisher of "The Source," a U.S. monthly full-color magazine
covering hip-hop culture, politics and music.  The company and its
debtor-affiliate filed for Chapter 11 protection on April 27, 2007
(Bankr. S.D. N.Y. Case No. 07-11243).  Jerrold Lyle Bregman, Esq.,
at Curtis, Mallet-Prevost, Colt & Mosle, LLP, represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed assets between
$1 million and $10 million, and debts between $10 million and
$50 million.


STEEL DYNAMICS: Earns $101 Million in Quarter Ended Sept. 30
------------------------------------------------------------
Steel Dynamics Inc. disclosed Tuesday third quarter earnings of
$101 million, compared with earnings of $119 million for the third
quarter ended Sept. 30, 2006.

Third quarter revenues increased to $1.2 billion, 27% higher
than both the year-ago quarter and the second quarter of 2007.
Third quarter consolidated shipments of 1.6 million tons increased
26% as compared to the year-ago quarter.  The sequential volume
increase from the second quarter of approximately 336,000 tons, or
27%, was due primarily to increased shipments of 335,000 tons from
the company's steel operations, of which 231,000 tons were from
The Techs and 110,000 tons were from increased shipments by the
Flat Roll Division.
   
During the first nine months of 2007, net income grew to
$297 million on revenues of $2.9 billion, compared to net income
of $292 million on revenues of $2.4 billion during the same period
last year.  Consolidated shipments for the first nine months grew
15% to 4.1 million tons, compared to 3.5 million tons in the first
nine months of 2006.  The company's steel operations showed
increased year-over-year nine-month shipments of nearly 513,000
tons, or 14%.

"Overall, Steel Dynamics is experiencing another strong year,"
said Keith Busse, chairman and chief executive officer.  "From an
operating standpoint, we saw sequential improvement from the
second quarter, in spite of continued softness in flat-rolled
steels and some spotty slowness in merchant and specialty bar
steels.

"The integration of The Techs is proceeding well.  The Techs
represents an increase in steel operating revenues and volumes.
The product mix sold by The Techs generally elicits higher average
selling values, but the resulting operating margins are somewhat
lower than traditionally experienced at SDI as The Techs do not
currently produce their own substrate as does our Flat Roll
Division.  Consequently, as the operations exist, consolidating
The Techs operating results will generally increase cost of goods
sold as a percentage of net sales; however, we hope to internally
provide The Techs with more substrate at some point.  At this
time we expect The Techs acquisition to be accretive for the
fourth quarter of 2007."

In the third quarter, the company's operating income was $111 per
ton shipped with an operating margin of 15%, compared with second
quarter operating income of $136 per ton shipped and an operating
margin of 18%.  The third quarter's average consolidated selling
price per ton decreased to $737 from $739 in the second quarter of
2007 but increased $4 from the year-ago quarter.  The average
scrap cost per net ton charged decreased $21 compared to the
second quarter, which had seen an increase of $44 from the first
quarter.
   
"The outlook for the fourth quarter is positive," Busse said. "The
costs of ferrous resources have trended down and we expect them to
remain relatively stable going into winter.  We expect selling
prices to remain steady or increase slightly.  Market demand for
flat-rolled steel should improve in the fourth quarter due to
inventory de-stocking and limited imports.  We expect continued
strength in our long products mills, particularly structural steel
that is used in the non-residential construction markets.  We
currently expect fourth quarter earnings will be in a range of
$1.02 to $1.07 per diluted share, excluding any impact from
the planned acquisition of OmniSource Corporation.  This early
guidance closely parallels our third quarter, as improved market
conditions will be offset by scheduled outages for upgrades at
three of our five mills.  We will provide updated guidance to
reflect the effect of the acquisition of OmniSource, which we
believe could be accretive, after the transaction closes in early
November.
    
"During the third quarter, we made two important announcements
that have strong implications for our future," Busse continued.
"The acquisition of OmniSource helps anchor our supply of domestic
ferrous scrap resources and the commencement of the Mesabi Nugget
project develops future self-sufficiency in pig-iron supply, both
of which are critical steps in providing a strong platform for
future growth initiatives.

"The acquisition of OmniSource creates an environment that allows
us to capture margins at every step of the value chain.  We
believe that scrap resources in the future could become scarce at
times due to increasing global demand and a softer U.S. dollar.
Given these assumptions, we anticipate scrap margins could
increase in the future and we hope to continue to grow this arm of
our business.  OmniSource can, at times, provide SDI with a more
dependable, nearby supply of high-quality steel scrap and affords
SDI a measure of protection from supply chain shortages under
certain market conditions.

"Our plan to develop iron resources on the Mesabi Range in
Minnesota promises to provide a consistent future supply of high-
quality, lower-cost iron nuggets (i.e., pig iron) for use in our
mini mills.  We expect ultimately to control the entire process
from mining, concentrating, and then direct reduction of the
concentrate into pig iron.  We believe that the economics of
production will make these resources attractive compared to
imported pig iron today and even more attractive as global demand
grows and the cost of iron units continues to increase.  We have
demonstrated that the use of these resources in our electric-arc
furnaces result in numerous operating advantages, including better
management of residuals, lower electrode utilization, improved
yields, and increased output by reducing tap-to-tap times."

                     Share Repurchase Program
    
During the third quarter, the company continued its share
repurchase program.  A total of 4.9 million shares were
repurchased during the quarter for approximately $198 million.  At
the end of the quarter, the company had 5.0 million shares
authorized for repurchase.  At Sept. 30, 2007, the company had
approximately 87.2 million shares of common stock outstanding.

                         Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$3.09 billion in total assets, $2.01 billion in total liabilities,
$976,000 in minority interest, and $1.08 billion in total
shareholders' equity.

                      About Steel Dynamics

Headquartered in Fort Wayne, Indiana, Steel Dynamics Inc. (Nasdaq:
STLD) -- http://www.steeldynamics.com/-- produces a broad array
of high-quality flat-rolled, structural and bar steels at its
three Indiana steel mini-mills and steel-processing operations.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 8, 2007,
Moody's Investors Service assigned a Ba2 rating to Steel Dynamics
Inc's $500 million senior unsecured guaranteed debt issuance.

At the same time, Moody's affirmed SDI's Ba1 corporate family
rating, its Ba1 probability of default rating, the Ba2 rating on
its existing guaranteed senior unsecured bonds and debentures and
the Ba2 rating on its convertible subordinated notes.  The rating
outlook is stable.


SWIFT MASTER: Fitch Rates $13.2 Million Class D Notes at BB+
------------------------------------------------------------
Fitch Ratings rates the SWIFT Master Auto Receivables Trust Series
2007-2 floating-rate asset-backed term notes, as:

   -- $1,000,000,000 class A 'AAA';
   -- $92,100,000 class B 'A+';
   -- $39,500,000 class C 'BBB+';
   -- $13,200,000 class D 'BB+'

Similar to prior SWIFT transactions, the securitization is backed
by a pool of loans made by GMAC LLC to retail automotive dealers
franchised by General Motors Corp. to finance new and used
vehicles inventories.

The classes A, B, and C term notes are issued publicly, while the
classes D and E notes (not rated by Fitch) are initially retained
by the seller.  The ratings on the notes are based on the quality
of the underlying pool of receivables, available credit
enhancement, sound legal and cash flow structures including early
amortization triggers, and dealer and asset over-concentration
limits.

Credit enhancement levels for SMART 2007-2 remain unchanged from
the previous Fitch rated transaction, SWIFT 2007-AE-1. Class A CE
is 25.50% (24.00% subordination and 1.50% reserve account); class
B CE is 18.50%; class C CE increased to 15.50%; and for the class
D notes, CE is 14.50%.

Basis swaps have been incorporated into the structure to mitigate
basis risk between prime-based floorplan receivables and London
Interbank Offered Rate-based notes.  The reserve fund was fully
funded at closing at 1.50% and includes step-up features, all
consistent with SWIFT 2007-AE-1.

As of the initial cut-off date, the pool of accounts included in
SMART contained 1,251 dealer accounts, with an aggregate principal
balance of about $4.6 billion.  New and used vehicles represented
87.49% and 12.51%, respectively.  The average principal balance of
eligible receivables in each account was about $3.29 million.

Loss experience for GMAC's U.S. wholesale portfolio has been
consistent.  In the years 2002-2004, recoveries exceeded losses,
while in 2006 and in the six months ended
June 30, 2007, net losses remained negligible.  Monthly payment
rate (MPR) performance has also generally been consistent in
recent years.  Since 2002, GMAC's U.S. wholesale portfolio's
average MPR has ranged between 35% and 45.80%; for the six months
ended June 30, 2007, the average MPR was 35.60%.

Dealer credit rating distributions during the period 2001-2004
were fairly consistent; however, some migration of dealer ratings
occurred in 2006 and 2007 where the Satisfactory category, the
strongest, represented decreased percentages of the dealer base,
while the Limited category, the next strongest, represented an
increased percentage.  The dealers categorized as Programmed and
No Credit, the weakest categories, remained a consistent
proportion of the dealer base.  Such credit rating migration,
along with other portfolio metrics, will continue to be monitored
closely by Fitch.


TARGA RESOURCES: Syndicates Increase to Revolving Debt Facility
---------------------------------------------------------------
Targa Resources Partners LP has syndicated the increase to its
senior secured revolving credit facility.  On Sept. 20, 2007, the
Partnership had agreed to acquire from Targa Resources Inc.
certain natural gas gathering and processing businesses
located in West Texas and Louisiana.

In conjunction with the Acquisition, the Partnership obtained an
underwritten commitment for a $250 million increase to its
existing $500 million revolving credit facility.
    
As of Oct. 16, 2007, the Partnership has received commitment
letters from new and existing lenders in excess of the requested
$250 million increase.  Upon closing of the Acquisition, total
commitments under the Partnership's Credit Facility will increase
from $500 million to $750 million, subject to standard closing
conditions.

Additionally, the Partnership has received approval from the
necessary lenders, after the current increase becomes effective,
for an amendment to the Credit Facility providing for an increase
in the total commitments to up to $1 billion upon receipt of
commitments to such increases in the future.

                 About Targa Resources Partners
    
Headquartered in Houston, Texas, Targa Resources Partners LP
(NASDAQ:NGLS) -- http://www.targaresources.com/-- was formed by  
Targa Resources Inc. to engage in the business of gathering,
compressing, treating, processing and selling natural gas and
fractionating and selling natural gas liquids and natural gas
liquids products.  The Partnership operates in the Fort Worth
Basin in north Texas.  A subsidiary of Targa Resources Inc. is the
general partner of the Partnership.  Targa Resources Partners owns
a  network of integrated gathering pipelines, two natural gas
processing plants and a fractionator.  

                    About Targa Resources Inc
    
Headquartered in Houston, Texas, Targa Resources Inc. (Nasdaq:
NGLS) -- http://www.targaresources.com/-- is an independent       
midstream energy company formed in 2003 by management and Warburg
Pincus, the global private equity firm and a leading energy
investor, to pursue gas gathering, processing and pipeline asset
acquisition opportunities.

                         *     *     *

As reported in the Troubled Company Reporter on July 23, 2007,
Moody's Investors Service affirmed Targa Resources, Inc.'s B1
corporate family rating and assigned Ba3 ratings (LGD 3, 40%) to
its proposed first lien credit facilities comprised of a
$1.525 billion term loan, a $300 million revolving credit
facility, and a $300 million synthetic letter of credit facility.


THORNBURG MORTGAGE: Posts $1.08 Billion Net Loss in Third Quarter
-----------------------------------------------------------------
Thornburg Mortgage Inc. reported a net loss for the quarter ended
Sept. 30, 2007, of $1.08 billion, as compared to net income of
$75.3 million for the same period in the prior year.

During the third quarter, the company sold $21.9 billion of ARM
assets during the quarter and recorded an aggregate estimated loss
on those sales of $1.09 billion.

Larry Goldstone, president and chief operating officer of the
company, observed, "The unprecedented dislocation in the global
mortgage finance and credit markets that began this summer
presented severe challenges for the company in the third quarter.
It is unfortunate that these events, especially as they relate to
Thornburg Mortgage, reflected investor perception, not investment
reality.  Fearing that the credit deterioration in the sub-prime
mortgage markets would spread to the prime mortgage space,
investors completely lost confidence in all mortgage-related
investments.  This erosion of investor confidence effectively led
to the shutdown of the mortgage finance market, including the
collateralized mortgage debt, commercial paper and reverse
repurchase agreement markets.  

"As a result, the company found it difficult to continue to
finance all of its high quality mortgage assets, and where
financing was available it was more expensive.  Improvement in
financing conditions commenced during the third quarter, but we
remain concerned about the continued overhang of mortgage
collateral that needs to be financed or sold in the market.  As we
move beyond these uncertain market conditions, we are optimistic
that the company will be able to profit from improved mortgage
market conditions."

Goldstone continued, "The company took a series of decisive
actions in the third quarter as a result of events in the mortgage
finance and credit markets that were beyond management's control
in order to preserve its assets and shareholder value.  These
actions included the sale of high quality ARM assets, a
simultaneous reduction in the company's reliance on short-term
borrowings which are based on the market value of its assets, the
termination of most of the company's interest rate hedging
instruments, the completion of collateralized mortgage debt
financing transactions and a public offering of convertible
preferred stock."

Goldstone explained, "During the quarter, Thornburg Mortgage, or
in certain instances, its third-party financing counterparties,
sold $21.9 billion in primarily AAA- and AA-rated ARM securities
at an aggregate estimated loss of $1.09 billion.  Approximately
$16.4 billion of these assets were sold by the company and the
remaining $5.5 billion were sold in satisfaction of debt by
several of the company's finance counterparties.  For REIT tax
distribution purposes, these realized losses on asset sales are
considered capital losses and will not reduce any taxable income
either paid or available for dividend distribution in 2007."

The company also incurred a $12.4 million loss on its loan
fundings during the quarter, and a $3.7 million loss from hedging
these loan commitments, on loans that were funded during the third
quarter in which the company had locked an interest rate for
borrowers prior to the increase in mortgage interest rates that
occurred in the third quarter.  These losses were offset by a
$4.6 million gain on the termination of interest rate swap
agreements for a net loss on derivatives during the quarter of
$11.5 million.

The company also incurred a $36.3 million premium amortization
expense during the quarter, up from an expected amortization
expense of $5 million to $10 million for the quarter despite the
fact that the actual portfolio prepayment rate averaged 13% CPR
for the third quarter.  

The company recorded a $12.0 million tax provision in the quarter
related to a deferred tax liability associated with certain
interest rate cap agreements entered into by one of the company's
taxable REIT subsidiaries in conjunction with certain
securitization transactions.

The company also found it necessary to obtain additional short-
term financing during the quarter in order to avoid additional
asset sales, and was able to do so by paying commitment fees to
certain finance counterparties in exchange for short-term
financing commitments.  The company expensed $7.8 million of those
commitment fees during the quarter.

The company also determined that the current delinquencies on
$414.0 million of its remaining purchased securitized loans backed
by pay option ARMs suggest that eventual losses may exceed prior
period expectations.  Therefore, the company took a $6.0 million
impairment charge against those securities during the quarter.

                         Securitization

During the third quarter, the company successfully completed two
collateralized mortgage securitization financing transactions for
its mortgage loans.  In July, the company completed a $1.5 billion
securitization in which it sold AAA-rated floating rate mortgage
securities to third parties at LIBOR plus 27 basis points.
Additionally, the company successfully financed all of the below
AAA-rated classes in the reverse repurchase agreement market,
which represented 4.00% of the securitized loans.  In late August,
the company completed a $1.4 billion securitization financing
transaction whereby it securitized its pre-August inventory of
unsecuritized loans that had an estimated yield of 6.18%.  

               10% Series F Cumulative Convertible
               Redeemable Preferred Stock Offering

During the third quarter, the company sold 23 million shares of a
new 10% Series F Cumulative Convertible Redeemable Preferred Stock
at a public offering price of $25.00 per share.  From this new
issuance, the company received net proceeds of $545.3 million at
an average net price of $23.71 per share.  These shares are
immediately convertible into common shares at a current conversion
price of $11.50 per share of common stock.  The proceeds from this
preferred issuance allowed the company to resume its mortgage loan
funding operation, expand a few of its financing facilities and,
to date, support limited acquisition of mortgage-backed
securities.

The company also raised net proceeds of $49.8 million through the
sale of additional common equity during the quarter at an average
net price of $12.75 per share.  These sales took place primarily
through the company's dividend reinvestment and stock purchase
plan.

                      Origination Activity

For the third quarter, loan originations totaled $1.3 billion, or
$4.7 billion for the first nine months of 2007, compared to the
company's targets of $2.0 billion and $5.1 billion, respectively.

                Comments on Third Quarter Results

The company's Chief Financial Officer Clarence G. Simmons III
said, "We ended the quarter with total assets of $36.3 billion,
short-term borrowings in the form of commercial paper, reverse
repurchase agreements and whole loan financing of $12.2 billion
and permanent collateralized mortgage debt of $21.1 billion.  On a
leveraged basis, the company had a GAAP equity to asset ratio of
5.95% at the end of the quarter, up from 4.71% at June 30, 2007.
In September, we began the process of re-establishing our interest
rate risk management derivatives position by entering into a
$3 billion interest rate swap agreement with a fixed rate of
4.79%.  

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$36.29 billion in total assets, $34.13 billion in total
liabilities, and $2.16 billion in total shareholders' equity.

                  About Thornburg Mortgage Inc.

Headquartered in Santa Fe, New Mexico, Thornburg Mortgage Inc.
(NYSE: TMA) -- http://www.thornburgmortgage.com/-- is a single-
family prime residential mortgage lender focused on the jumbo
segment of the adjustable rate mortgage market.  It originates,
acquires, and retains investments in adjustable and variable rate
mortgage assets.  Its ARM assets comprise of purchased ARM assets
and ARM loans, including traditional ARM assets and hybrid ARM
assets.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 20, 2007,
Fitch Ratings assigned these ratings on Thornburg: (i) issuer
default rating 'CCC'; (ii) senior unsecured notes 'CCC-/RR5';
(iii) unsecured subordinate notes 'CC/RR6'; and (iv) rreferred
stock 'CC/RR6'.  All ratings remain on Rating Watch Negative.


THORPE INSULATION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Thorpe Insulation Co.
        5608 Bayshore Walk
        Long Beach, CA 90803

Bankruptcy Case No.: 07-19271

Type of Business: The Debtor was supplying and distributing
                  asbestos thermal insulation in Southern
                  California.  The products included pipe and
                  boiler insulation, asbestos cloth and insulating
                  mud.

Chapter 11 Petition Date: October 15, 2007

Court: Central District Of California (Los Angeles)

Judge: Sheri Bluebond

Debtor's Counsel: Jeremy V. Richards, Esq.
                  Scotta E. McFarland, Esq.
                  Pachulski, Stang, Ziehl & Jones, L.L.P.
                  10100 Santa Monica Boulevard, Suite 1100
                  Los Angeles, CA 90067
                  Tel: (310) 277-6910
                  Fax: (310) 201-0760

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Reid, Kenneth                  Litigation Judgment     $1,250,000
Brayton Purcell, L.L.P.
222 Rush Landing Road
P.O. Box 6169
Novato, CA 94948

Fisher, Warren                 Litigation Judgment     $1,154,637
Brayton Purcell, L.L.P.
222 Rush Landing Road
P.O. Box 6169
Novato, CA 94948

Eubanks, Donald                Litigation Settlement   $1,000,000
Paul, Hanley & Harley, L.L.P.
5716 Corsa Avenue, Suite 203
Westlake Village, CA 91362

Smith, Larry E.                Litigation Settlement     $950,000
Paul, Hanley & Harley, L.L.P.
5716 Corsa Avenue, Suite 203
Westlake Village, CA 91362

Weber, Joseph                  Litigation Settlement     $950,000
Paul, Hanley & Harley, L.L.P.
5716 Corsa Avenue, Suite 203
Westlake Village, CA 91362

Dudics, Darlene                Litigation Settlement     $900,000
Brayton Purcell, L.L.P.
222 Rush Landing Road
P.O. Box 6169
Novato, CA 94948

Sanchez, Donald                Litigation Settlement     $900,000
Paul, Hanley & Harley, L.L.P.
5716 Corsa Avenue, Suite 203
Westlake Village, CA 91362

Clemmer, Charlton              Litigation Judgment       $837,400
Brayton Purcell, L.L.P.
222 Rush Landing Road
P.O. Box 6169
Novato, CA 94948

Revels, Beatrice               Litigation Judgment       $800,000
Brayton Purcell, L.L.P.
222 Rush Landing Road
P.O. Box 6169
Novato, CA 94948

Alderete, Dennis               Litigation Settlement     $750,000
Paul, Hanley & Harley, L.L.P.
5716 Corsa Avenue, Suite 203
Westlake Village, CA 91362

Beaver, John                   Litigation Settlement     $750,000
Paul, Hanley & Harley, L.L.P.
5716 Corsa Avenue, Suite 203
Westlake Village, CA 91362

Berry, John                    Litigation Settlement     $750,000
Paul, Hanley & Harley, L.L.P.
5716 Corsa Avenue, Suite 203
Westlake Village, CA 91362

Camden, Irvin                  Litigation Settlement     $750,000
Paul, Hanley & Harley, L.L.P.
5716 Corsa Avenue, Suite 203
Westlake Village, CA 91362

Fontes, Elaine                 Litigation Judgment       $750,000
Brayton Purcell, L.L.P.
222 Rush Landing Road
P.O. Box 6169
Novato, CA 94948

Lavallee, Roger                Litigation Settlement     $750,000
Brayton Purcell, L.L.P.
222 Rush Landing Road
P.O. Box 6169
Novato, CA 94948

Workman, Mildred C.            Litigation Judgment       $750,000
Brayton Purcell, L.L.P.
222 Rush Landing Road
P.O. Box 6169
Novato, CA 94948

Hodgson, Jack                  Litigation Settlement     $725,000
Paul, Hanley & Harley, L.L.P.
5716 Corsa Avenue, Suite 203
Westlake Village, CA 91362

Keaton, William                Litigation Settlement     $695,000
Paul, Hanley & Harley, L.L.P.
5716 Corsa Avenue, Suite 203
Westlake Village, CA 91362

Sias, Ralph                    Litigation Settlement     $695,000
Paul, Hanley & Harley, L.L.P.
5716 Corsa Avenue, Suite 203
Westlake Village, CA 91362

Garcia, Genaro Salvador        Litigation Judgment       $675,000
Brayton Purcell, L.L.P.
222 Rush Landing Road
P.O. Box 6169
Novato, CA 94948


UNITED RENTALS: Unit Commences Cash Tender Offers on Senior Notes
----------------------------------------------------------------
United Rentals Inc.'s wholly owned subsidiary, United Rentals
(North America) Inc., commenced cash tender offers and consent
solicitations for all of its outstanding 6-1/2% Senior Notes due
2012, 7-3/4% Senior Subordinated Notes due 2013 and 7% Senior
Subordinated Notes due 2014.  

The notes are comprised of:

   i. $1 billion principal amount of 6½% Notes issued under an
      indenture dated as of Feb. 17, 2004, as supplemented by a
      supplemental indenture dated as of Sept. 19, 2005 (CUSIP
      No. 911365AN4),

  ii. $525 million principal amount of 7¾% Notes issued under
      an indenture dated as of Nov. 12, 2003, as supplemented
      by a supplemental indenture dated as of Sept. 19, 2005
      (CUSIP No. 911365AL8), and

iii. $375 million principal amount of 7% Notes issued under an
      indenture dated as of Jan. 28, 2004, as supplemented by a
      supplemental indenture dated as of Sept. 19, 2005 (CUSIP
      No. 911365AQ7).

The tender offers and consent solicitations are being conducted in
connection with the anticipated merger of RAM Acquisition Corp.,
an entity indirectly controlled by affiliates of Cerberus Capital
Management L.P., with and into the company. The tender offers and
consent solicitations are being made pursuant to URNA's offer to
purchase and consent solicitation statement, dated Oct. 16, 2007,
which more fully sets forth the terms and conditions of the tender
offers and consent solicitations.

The tender offers and consent solicitations are made upon the
terms and conditions in the offer to purchase and consent
solicitation statement and related consent and letter of
transmittal, dated Oct. 16, 2007.  

The tender offers will expire at 12:00 midnight, New York City
time, on Nov. 13, 2007, unless extended or earlier terminated.
URNA reserves the right to terminate, withdraw or amend the tender
offers and consent solicitations at any time, subject to
applicable law.  The consent solicitations will expire at 5:00
p.m., New York City time, on Oct. 29, 2007, unless extended.

Under the terms of the tender offers, the total consideration for
each $1,000 principal amount of Notes tendered will be determined
on Oct. 29, 2007 or at URNA's discretion a date not later than the
tenth business day before the expiration date. The total
consideration for each $1,000 principal amount of notes validly
tendered and accepted for purchase pursuant to the tender offers
will be determined as specified in the offer to purchase and
consent solicitation statement, dated
Oct. 16, 2007, on the basis of a yield to the first redemption
date of such notes equal to 50 basis points over a yield
calculated with reference to U.S. Treasury Securities.

In conjunction with the tender offers, URNA is also soliciting the
consent of holders of the notes to eliminate substantially all of
the restrictive covenants and certain events of default under the
indentures for the notes, and to make certain other amendments to
such indentures. Holders cannot tender their Notes without
delivering the related consents and cannot deliver consents
without tendering their notes.

In order for the proposed amendments to the indenture governing a
particular series of notes to be adopted, URNA must receive
consents from holders of notes representing a majority in
principal amount of such series of notes.  Any notes tendered
before the consent date may be withdrawn at any time on or prior
to 5:00 p.m., New York City time, on the consent date, but not
thereafter.  Any notes tendered after the consent date may not be
withdrawn.

URNA will pay a consent payment, which is included in the total
consideration paid on the notes in respect of the tender offers,
of $30 per $1,000 principal amount of notes validly tendered on or
prior to the consent date if such notes are accepted for purchase
pursuant to the tender offers.  Holders who tender their notes
after the consent date will not receive the consent payment.

URNA reserves the right, at any time following the consent date
but prior to the expiration date, to accept for purchase all notes
validly tendered prior to the early acceptance time.  If URNA
elects to exercise this option, it will pay the total
consideration and the tender offer consideration, which is the
total consideration less the consent payment, with respect to such
notes on a date designated by URNA promptly following the early
acceptance time, subject to the terms and conditions of the tender
offers.

The closing of the tender offers is subject to certain conditions,
including, among others:

   i. the closing of new credit facilities providing for up to
      $2.5 billion of senior secured financing,

  ii. receipt of gross proceeds of up to $4 billion from
      additional debt financing,

iii. the consummation of the Merger and

  iv. receipt of the required consents from holders of notes to
      amend the indentures for the notes.

However, pursuant to the terms of the agreement and plan of
merger, dated as of July 22, 2007, the consummation of the merger
is not subject to any debt financing condition or the closing of
the tender offers.

URNA has retained Credit Suisse Securities (USA) LLC, Banc of
America Securities LLC, Morgan Stanley & Co. Incorporated and
Lehman Brothers Inc. to serve as the dealer managers and
solicitation agents for the tender offers and consent
solicitations.

                      About United Rentals

Greenwich, Connecticut-based United Rentals Inc. (NYSE: URI) --
http://unitedrentals.com/-- is an equipment rental company with  
an integrated network of over 690 rental locations in 48 states,
10 Canadian provinces and Mexico.  The company's more than 12,000
employees serve construction and industrial customers, utilities,
municipalities, homeowners and others.  The company offers for
rent over 20,000 classes of rental equipment with a total original
cost of $4.0 billion.  United Rentals is a member of the Standard
& Poor's MidCap 400 Index and the Russell 2000 Index(R).

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 11, 2007,
Fitch Ratings affirmed the long-term Issuer Default Rating at
'BB-' for United Rentals Inc. and United Rentals (North America),
Inc.  Fitch removed all ratings from Rating Watch negative.  The
rating outlook is stable.  About $2.6 billion in debt was affected
by the action.


VAREL ACQUISITION: Moody's Rates Proposed Senior Facility at B1
---------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating to
Funding Co., a special purpose entity formed to facilitate the
acquisition of Varel Acquisition Holding Inc. from KRG Capital
Partners.  Moody's also assigned B1 (LGD 3, 32%) ratings to
Varel's proposed first lien senior secured bank facilities
consisting of a $140 million term loan and a
$20 million revolving credit facility.  The rating outlook is
stable.

The total purchase price of the acquisition is about
$388.3 million (including estimated transaction expenses and
$148.7 million of existing debt to be refinanced) which will be
funded with proceeds of $140 million from the term loan,
$75 million in senior unsecured mezzanine notes (not rated), and
$173.3 million of equity contributed by affiliates of Arcapita
Inc. and management.  Management will retain an estimated 4%
equity ownership interest which has an estimated value of $7.5
million.

Varel's B3 CFR highlights the substantial amount of debt used to
fund the acquisition priced at what Moody's considers to be a high
multiple (about 9x of adjusted pro forma EBITDA) for an oilfield
services company during a period of cyclical strength. Based on
Varel's adjusted pro forma EBITDA of $42.6 million for the year
ended July 31, 2007 (Fiscal 2007), debt/EBITDA is about 5x, which
is high considering where we are in the cycle and the company's
relatively small size, limited diversification, and potentially
vulnerable market position.

Excluding adjustments of $6.2 million for non-recurring items
primarily associated with a recapitalization (a dividend of $64
million) in October 2006 and severance payments to eliminate
certain positions at its manufacturing facility located in Mexico,
unadjusted pro forma EBITDA for Fiscal 2007 was about $36.6
million.  Varel's pro forma debt/book capitalization will be about
55% following the transaction, although goodwill and intangible
assets will exceed book equity by an estimated
$135 million.

The rating is supported by the retention of Varel's experienced
management team; its track record of gaining market share in the
competitive drill bit market (its current market share is about 5%
in the oil and gas drill bit market); its high margins and cost
structure advantages (particularly with respect to its roller cone
drill bit product line); the diversification provided by its
mining and industrial drill bit business (about 20% of pro forma
revenues); a relatively high degree of international
diversification (about 49% of pro forma revenues are to customers
located outside of North America); and a supportive outlook for
oilfield services and drill bit requirements generally.

While Varel has a growing market share (its share of the oil and
gas drill bit market has grown from 3.8% in 2003 to about 5% this
year), it is largely focused on a single market that is dominated
by large players with substantial financial resources such as
Baker Hughes (32% market share), Smith International (27% market
share), Grant Prideco (19% market share), and Halliburton (14%
market share).  The company has benefited in recent years from the
strong upturn in drilling worldwide and also by trends,
particularly in North America, toward deeper and more complex
wells.  Drilling activity also is supported by the need to
maintain or grow production by E&P companies despite lower
reserves and production per well.

The B1 rating assigned to the first lien senior secured credit
facilities is based on the application of Moody's LGD methodology.  
The facilities are rated two notches above Varel's B3 CFR due to
the uplift created by the $75 million of senior unsecured
mezzanine notes.  However, Moody's notes that there is limited
tangible asset coverage for the debt.  The majority of the $388.3
million purchase price is related to goodwill and intangible
assets associated with Varel's reputation, market position, and
proprietary knowledge.  Given the relatively low value of Varel's
fixed assets, the first lien debt would need to rely heavily on
the business retaining its value as its primary source of recovery
in a default scenario.

In accordance with requirements of Arcapita, the transaction was
structured to be complaint with Shari'ah principles (Islamic law),
which among other things forbids the payment of interest.  Varel
is being formed as a special purpose entity to issue the debt
associated with the transaction.  Varel will acquire substantially
all of the assets of Varel International Ind. L.P. and will
immediately lease them back to that entity.  Rent payments to be
received from Varel Operating will be sufficient to service
Varel's debt.

The stable outlook is supported by Moody's expectation that market
conditions for drill bits will remain supportive over the near and
medium term.  In order to retain its rating or potentially be
upgraded in the future, Varel will need to use its upcycle cash
flow to reduce debt from existing levels so that it can weather
the cyclical nature of the business.

Ratings assigned to Varel are subject to a review of final
documentation.  For example, a change in the amount of either the
senior secured credit facilities or the senior unsecured mezzanine
notes could result in a change to the assigned instrument ratings.

Varel, headquartered in Carrollton, Texas, is a manufacturer of
drill bits for the oil and gas and mining and industrial
industries.


VISANT HOLDING: S&P Holds All Ratings and Removes Neg. Watch
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all ratings, including
the 'B+' corporate credit rating, on Visant Holding Corp. and
removed all ratings from CreditWatch, where they had been placed
on July 3, 2007, with negative implications.  For
analytical purposes, Standard & Poor's views Visant Holding Corp.
and Visant Corp. as one economic entity.
     
The outlook is developing, meaning that ratings could go down or
up over time, reflecting S&P's uncertainty about the outcome of
Visant's ongoing review of strategic and capital markets
alternatives and the company's financial policy regarding
leverage.  Adjusting for operating lease, pension, and other
postemployment benefits commitments, Visant had about
$1.4 billion in total debt or 4.7x total adjusted EBITDA at June
30, 2007.
     
"We expect that the downside scenario would involve an increase in
leverage above the 7x range on average," said Standard & Poor's
credit analyst Emile Courtney.  "We expect that the upside rating
scenario could also include a leveraging transaction over the
intermediate term that, however, would
maintain leverage at under 6x on average."
     
The ratings on Armonk, New York-based Visant reflect the company's
aggressive financial policy, high debt levels, and its position in
competitive print industry niches.  Somewhat mitigating these
factors are the company's leading market positions and relatively
stable cash flow generation.


WELLS FARGO: S&P Junks Rating on S. 2004-1 Class B Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Wells
Fargo Home Equity Trust 2004-1's class B certificates to 'CCC'
from 'BBB-' and lowered its rating on the class M6 certificates to
'B-' from 'BBB-'.  At the same time, S&P affirmed its ratings on
the remaining 10 classes from this transaction.
     
The lowered ratings reflect the deterioration of available credit
support.  During the previous six remittance periods, monthly
losses have exceeded excess interest by approximately 1.45x.  The
failure of excess interest to cover monthly losses has resulted in
an overcollateralization deficiency of approximately $1.18
million.  As of the September 2007 distribution date, this
transaction was 41 months seasoned and had realized $11.07 million
in cumulative losses.  Total delinquencies and severe
delinquencies (90-plus days, foreclosures, and REOs) were 16.38%
and 8.97% of the current pool balance, respectively.
     
The affirmations are based on loss coverage percentages that are
sufficient to maintain the current ratings.
     
The collateral backing this transaction is made up of subprime
home equity loans, consisting of adjustable- and fixed-rate
mortgage loans secured by conventional first and second liens on
one- to four-family properties.


                         Ratings Lowered

              Wells Fargo Home Equity Trust 2004-1

                                    Rating
                                    ------
                    Class         To      From
                    -----         --      ----
                    M6            B-      BBB-
                    B             CCC     BBB-    

                       Ratings Affirmed
   
             Wells Fargo Home Equity Trust 2004-1
   
         Class                                   Rating
         -----                                   ------
         1-A, 2-A1, 2-A2, A-SIO, A3              AAA
         M-1                                     AA
         M-2                                     AA-
         M-3                                     A
         M-4                                     A-
         M-5                                     BBB


* Buccino & Associates Raises Harry Malinowski as Managing Dir.
---------------------------------------------------------------
Buccino & Associates Inc. has promoted Harry Malinowski to
managing director and Jacen Dinoff to senior vice president.

In their new positions, Messrs. Dinoff and Malinowski will support
the national practice of Buccino & Associates and manage the
regional activities of the firm's Boston and New York offices.
    
Mr. Malinowski joined Buccino & Associates in 2003 and has over
twenty-five years of financial management and operational
experience and has advised clients of varying size and industries
in restructuring, refinancing and other strategic matters. Since
joining Buccino, he has served clients as an executive officer,
debtor advisor, court-appointed trustee and examiner.
    
Mr. Dinoff joined Buccino & Associates in 2006 as a vice president
to build Buccino's Boston office.  Mr. Dinoff is known for his
expertise and innovation in turnaround management, bankruptcy, and
advisory and has put his fifteen-plus years of hands-on
accounting, finance,management, and
operational experience to use on a variety of cases.  

He has served clients in debtor and creditor advisory roles and
has been successful in building a transaction advisory services
practice.
    
"We are very pleased to recognize the accomplishments of both of
these outstanding professionals through these promotions," Gerald
P. Buccino chairman and CEO of Buccino & Associates, commented.  
"Mr. Dinoff and Mr. Malinowski have brought a high level of
exceptional value to client engagements and our practice."

"They have each made significant contributions to Buccino &
Associates' reputation for providing the highest quality
revitalization services," Mr. Buccino added.  "I look forward to
their continued success."
    
                   About Buccino & Associates

Headquartered in New York, Buccino & Associates Inc. --
http://www.buccinoassociates.com/--provides advisory services
to enhance cash flow and position companies for long-term
profitability.  The company's services include strategic and
financial assessment of business operations; turnaround
consulting; financial advisory services to lenders, creditors
and other economic stakeholders; crisis and interim management;
valuation; insolvency and reorganization services; corporate
restructuring; forensic analysis; litigation support and expert
testimony.


* Scott Naidech Joins Chadbourne & Parke New York as Counsel
------------------------------------------------------------
Scott Naidech has joined Chadbourne & Parke LLP as counsel in the
New York office.  Mr. Naidech will draw on his knowledge of the
investment industry to focus on private funds matters.
    
"Scott has a broad understanding of the complexities of this
dynamic market segment," Chadbourne managing partner Charles
O'Neill, said.  "His experience in fund formations and private
equity investments will be an invaluable source of guidance for
our clients."
    
Mr. Naidech, 34, joins Chadbourne from Linklaters in New York,
where he had been in the Investment Management Group.  He has
raised over $30 billion of private equity funds for leading buyout
firms, including some of the largest domestic and international
private equity funds ever formed.
    
"Scott is a welcome addition to the practice," Talbert Navia, head
of the private funds group, said.  "He is part of our strategy to
expand with lateral hires with proven skills and strong client-
service abilities."
    
He holds a B.A. in political science from Emory University, a J.D.
from Temple University School of Law and an LL.M., with
distinction, in securities and financial regulation from
Georgetown University Law Center.
    
Chadbourne's private funds practice has experience covering fund
formation, management structuring and deal execution across a
broad range of fund classes, including buyout, venture capital,
hedge, real estate, mezzanine, distressed and funds of funds.  The
firm's lawyers have structured complex transactions throughout the
world, with particular strengths in energy/
infrastructure and emerging markets such as Latin America, the
U.S. Hispanic market, Central and Eastern Europe, India,
Turkey and the Middle East.
   
                  About Chadbourne & Parke LLP
    
Headquartered in New York City, Chadbourne & Parke LLP --
http://www.chadbourne.com/-- is a law firm that provides a full  
range of legal services, including mergers and acquisitions,
securities, project finance, private funds, corporate finance,
energy, communications and technology, commercial and products
liability litigation, securities litigation and regulatory
enforcement, special investigations and litigation, intellectual
property, antitrust, domestic and international tax, insurance and
reinsurance, environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters.  Major geographical areas of
concentration include Central and Eastern Europe, Russia and the
CIS, and Latin America.  The firm has offices in New York,
Washington, DC, Los Angeles, Houston, Moscow, St. Petersburg,
Warsaw (through a Polish partnership), Kyiv, Almaty, Tashkent,
Beijing, and a multinational partnership, Chadbourne & Parke, in
London.


* Subprime Crisis Prompts Nomura to Shut Down U.S. Mortgage Unit
----------------------------------------------------------------
Nomura Holdings Inc. said it will close its New York-based
mortgage-backed-securities business, Andrew Morse of the Wall
Street Journal reports.

The bank intends to write-down $621 million for residential
mortgages and a charge $85 million for restructuring the business,
WSJ relates.  The move will likely shift Nomura to a pretax loss
for the quarter ended September 30 of around $511 million compared
to earnings of $21 billion a year ago.

The bank has now taken more than $1.2 billion in losses on U.S.
residential mortgages, WSJ adds.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Sovereign Homes of Arizona, L.L.C.
   Bankr. D. Ariz. Case No. 07-00524
      Chapter 11 Petition filed October 10, 2007
         See http://bankrupt.com/misc/azb07-00524.pdf

In Re Sovereign El Rio, L.L.C.
   Bankr. D. Ariz. Case No. 07-00525
      Chapter 11 Petition filed October 10, 2007
         See http://bankrupt.com/misc/azb07-00525.pdf

In Re Pacific Electronic International Corp.
   Bankr. N.D. Calif. Case No. 07-53209
      Chapter 11 Petition filed October 10, 2007
         See http://bankrupt.com/misc/canb07-53209.pdf

In Re Georgetown, Inc.
   Bankr. W.D. Mo. Case No. 07-61469
      Chapter 11 Petition filed October 10, 2007
         See http://bankrupt.com/misc/mowb07-61469.pdf

In Re Barba, Inc.
   Bankr. S.D. N.Y. Case No. 07-13167
      Chapter 11 Petition filed October 10, 2007
         See http://bankrupt.com/misc/nysb07-13167.pdf

In Re Citywide Auto Repair, L.L.C.
   Bankr. S.D. N.Y. Case No. 07-13168
      Chapter 11 Petition filed October 10, 2007
         See http://bankrupt.com/misc/nysb07-13168.pdf

In Re Citywide Towing Services, L.L.C.
   Bankr. S.D. N.Y. Case No. 07-13169
      Chapter 11 Petition filed October 10, 2007
         See http://bankrupt.com/misc/nysb07-13169.pdf

In Re Jas Medical Equipment, Inc.
   Bankr. D. P.R. Case No. 07-05927
      Chapter 11 Petition filed October 10, 2007
         See http://bankrupt.com/misc/prb07-05927.pdf

In Re The Bottle Shop, Inc.
   Bankr. M.D. Ga. Case No. 07-71030
      Chapter 11 Petition filed October 11, 2007
         See http://bankrupt.com/misc/gamb07-71030.pdf

In Re Gail R. Toledo Revocable Living Trust
   Bankr. D. Md. Case No. 07-20003
      Chapter 11 Petition filed October 11, 2007
         See http://bankrupt.com/misc/mdb07-20003.pdf

In Re L.M.K., Inc.
   Bankr. W.D. N.C. Case No. 07-10679
      Chapter 11 Petition filed October 11, 2007
         See http://bankrupt.com/misc/ncwb07-10679.pdf

In Re L. Ward and R. Johnson Properties, L.L.C.
   Bankr. E.D. Calif. Case No. 07-13271
      Chapter 11 Petition filed October 11, 2007
         Filed as Pro Se        

In Re Rahul Chaturvdi
   Bankr. D. Mass. Case No. 07-16483
      Chapter 11 Petition filed October 11, 2007
         Filed as Pro Se        

In Re Sovereign Partners, L.L.C.
   Bankr. D. Ariz. Case No. 07-00537
      Chapter 11 Petition filed October 12, 2007
         See http://bankrupt.com/misc/azb07-00537.pdf

In Re Millstone Development, L.L.C.
   Bankr. D. Ariz. Case No. 07-00538
      Chapter 11 Petition filed October 12, 2007
         See http://bankrupt.com/misc/azb07-00538.pdf

In Re Y2 Fitness, Inc.
   Bankr. S.D. Fla. Case No. 07-18632
      Chapter 11 Petition filed October 12, 2007
         See http://bankrupt.com/misc/flsb07-18632.pdf

In Re Morning Glory Behavioral Health Partial Care Program, L.L.C.
   Bankr. D. N.J. Case No. 07-24800
      Chapter 11 Petition filed October 12, 2007
         See http://bankrupt.com/misc/njb07-24800.pdf

In Re Steven Blonder
   Bankr. E.D. N.Y. Case No. 07-74058
      Chapter 11 Petition filed October 12, 2007
         See http://bankrupt.com/misc/nyeb07-74058.pdf

In Re Jessica's Furniture Imports and Accessories, Inc.
   Bankr. E.D. N.Y. Case No. 07-74061
      Chapter 11 Petition filed October 12, 2007
         See http://bankrupt.com/misc/nyeb07-74061.pdf

In Re T.E.T. Corporation
   Bankr. D. Neb. Case No. 07-82100
      Chapter 11 Petition filed October 12, 2007
         Filed as Pro Se

In Re Steven Jay Stanwyck
   Bankr. C.D. Calif. Case No. 07-19183
      Chapter 11 Petition filed October 12, 2007
         Filed as Pro Se        

In Re All Points Transportation Company, Inc.
   Bankr. N.D. Ill. Case No. 07-18942
      Chapter 11 Petition filed October 13, 2007
         See http://bankrupt.com/misc/ilnb07-18942.pdf

In Re Michael John Powers
   Bankr. W.D. Tex. Case No. 07-11907
      Chapter 11 Petition filed October 13, 2007
         See http://bankrupt.com/misc/txwb07-11907.pdf

In Re Billy Ray Steenson
   Bankr. N.D. Ala. Case No. 07-82741
      Chapter 11 Petition filed October 15, 2007
         See http://bankrupt.com/misc/alnb07-82741.pdf

In Re Bonito Manufacturing, Inc.
   Bankr. D. Conn. Case No. 07-32379
      Chapter 11 Petition filed October 15, 2007
         See http://bankrupt.com/misc/ctb07-32379.pdf

In Re Tech Packaging Group, L.L.C.
   Bankr. W.D. Mo. Case No. 07-30736
      Chapter 11 Petition filed October 15, 2007
         See http://bankrupt.com/misc/mowb07-30736.pdf

In Re C4 Construction, Inc.
   Bankr. N.D. Miss. Case No. 07-13717
      Chapter 11 Petition filed October 15, 2007
         See http://bankrupt.com/misc/msbb07-13717.pdf

In Re U.S. O.D.P. Sportswear, Inc.
   Bankr. S.D. N.Y. Case No. 07-13217
      Chapter 11 Petition filed October 15, 2007
         Filed as Pro Se

In Re BA-AT
   Bankr. D. Nev. Case No. 07-16651
      Chapter 11 Petition filed October 15, 2007
         Filed as Pro Se

In Re Carrington Enterprises, Inc.
   Bankr. S.D. Tex. Case No. 07-37094
      Chapter 11 Petition filed October 15, 2007
         See http://bankrupt.com/misc/txsb07-37094.pdf

In Re Leo and Sons Electrical Contractors, Inc.
   Bankr. N.D. Ill. Case No. 07-19078
      Chapter 11 Petition filed October 16, 2007
         See http://bankrupt.com/misc/ilnb07-19078.pdf

In Re Holmar Nursing Agency, Inc.
   Bankr. E.D. N.Y. Case No. 07-74087
      Chapter 11 Petition filed October 16, 2007
         Filed as Pro Se

In Re Richard's Home Medical, Inc.
   Bankr. E.D. Va. Case No. 07-13003
      Chapter 11 Petition filed October 16, 2007
         See http://bankrupt.com/misc/vaeb07-13003.pdf

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, Joseph Medel C.
Martirez, Sheena R. Jusay, and Peter A. Chapman, Editors.

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

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for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
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                    *** End of Transmission ***