TCR_Public/071023.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, October 23, 2007, Vol. 11, No. 251

                             Headlines



ACE MORTGAGE: Fitch Lowers Ratings on $127 Million Certificates
ACE MORTGAGE: Fitch Holds 'BB' Rating on Class B-1 Certificates
ACE SECURITIES: Fitch Lowers Ratings on Two Cert. Classes to B
ACE SECURITIES: Moody's Cuts Ratings on Three Certificates
ADVANCED MICRO: Urges Rejection of TRC's Mini-Tender Offer

AINSWORTH LUMBER: Settles OSB Antitrust Suit for $8.6 Million
ALLTEL CORP: Earns $283 Million in Third Quarter Ended Sept. 30
AMERIQUEST MORTGAGE: Fitch Cuts Ratings on 19 Certificates
AMERIQUEST MORTGAGE: Fitch Lowers Ratings on $255.6MM Certs.
AMERIQUEST MORTGAGE: Moody's Puts Ratings on 4 Certs. Under Review

AMP'D MOBILE: Court Approves Key Employee Incentive Agreement
AMRESCO: Fitch Junks Rating on 1999-1 Class B Certificates
ASPEN EXECUTIVE: Trustee Appoints Three-Member Creditors Panel
ASSET BACKED: Fitch Downgrades Ratings on Eight Cert. Classes
ASSET BACKED: Fitch Lowers Ratings on $119 Million Certificates

AUDIOVOX CORP: Earns $3.7 Million in Second Quarter Ended Aug. 31
AUTOMOTIVE PROFESSIONALS: Travelers Pact Hearing Set for Oct. 30
AVADO BRANDS: Committee Wants BDO Seidman as Financial Advisor
AVONELLE KIRWAN-GADSBY: Case Summary & 8 Largest Unsec. Creditors
BEACON HILL: Case Summary & 11 Largest Unsecured Creditors

BEAR STEARNS: BofA Seeks Clarification of Injunction Order
BEAR STEARNS: Bankruptcy Appeal Assigned to Judge Robert Sweet
BEAR STEARNS: Massachusetts Conducts Probe on Funds' Trading
BOSTON SCIENTIFIC: Posts $272 Mil. Net Loss in Qtr. Ended Sept. 30
BOSTON SCIENTIFIC: S&P Holds Ratings and Removes Negative Watch

BRIGHTON PLACE: Case Summary & Two Largest Unsecured Creditors
BRUCE KUEHNLE: Case Summary & Nine Largest Unsecured Creditors
C-BASS: Fitch Downgrades Rating on Five Certificate Classes
CAREY INT'L: Likely Refinancing Cues Moody's to Lift Rating to B3
CARRINGTON MORTGAGE: Fitch Affirms Ratings on $2.32BB Certificates

CDC MORTGAGE: Fitch Retains Junk Ratings on Two Cert. Classes
CELLEGY PHARMA: Posts $321,000 Net Loss in Qtr. Ended Sept. 30
CENTERSTAGING CORP: Stonefield Expresses Going Concern Doubt
CHRYSLER LLC: UAW Leaders Urge Key Locals to Accept Labor Pact
CII CARBON: Moody's Puts Corporate Family Rating at B2

CITIGROUP COMMERCIAL: S&P Affirms Ratings on 22 Cert. Classes
COMPAGNIE EUROPEENNE: Court Grants Motion for Permanent Injunction
COPANO ENERGY: Completes $612.6 Mil. Buyout of Cantera Natural
COUNTRYWIDE ASSET-BACKED: Fitch Cuts Rating on Four Certificates
CREDIT SUISSE: Fitch Junks Ratings on Three Certificate Classes

CREDIT SUISSE: Moody's Reviews Ratings on 11 Tranches
CREDIT SUISSE: Fitch Lowers Ratings on $8.6 Million Certificates
CROWN HOLDINGS: Sept. 30 Balance Sheet Upside-Down by $386 Million
EMMIS COMMS: Moody's Downgrades Corporate Family Rating to B2
ENERGY MAINTENANCE: Moody's Puts Corporate Family Rating at B3

FIDELITY FUNDING: Fitch Affirms BB Rating on Class B Certificates
FIRST FRANKLIN: Moody's Reviews Ratings on Five Certificates
FIRST MAGNUS: Gust Rosenfeld Approved as Panel's Local Counsel
FIRST MAGNUS: Wants to Hire Osborn Maledon as Special Counsel
FIRST MAGNUS: Unsecured Lenders May Get 17%-34% Under Plan

GENERAL MOTORS: New Labor Agreement Cues S&P to Hold 'B' Rating
GREYSTONE LOGISTICS: Aug. 31 Balance Sheet Upside-Down by $9.8MM
HILCORP ENERGY: Moody's Rates $125 Million 7.75% Sr. Notes at B3
HOME EQUITY: Moody's Puts Ratings on Three Certs. Under Neg. Watch
I-5 SOCIAL: Court Approves Klein DeNatale as Bankruptcy Counsel

INDEX GP: Case Summary & 21 Largest Unsecured Creditors
INDYMAC HOME: Fitch Downgrades Ratings on Three Cert. Classes
INFOUSA INC: Earns $17 Million in Third Quarter Ended Sept. 30
JAMES WILLIAMS: Case Summary & Seven Largest Unsecured Creditors
KANA SOFTWARE: Expects 3rd Qtr. Revenue of $16.3 to $16.7 Million

KSJR HEALTHCARE: Case Summary & 15 Largest Unsecured Creditors
LAKE MARTIN: Case Summary & 15 Largest Unsecured Creditors
LEE TRACTOR: Case Summary & 20 Largest Unsecured Creditors
LEXINGTON ENERGY: Posts $1.7 Mil. Net Loss in Qtr. Ended Aug. 31
LOIUSIANA BAY: Voluntary Chapter 11 Case Summary

MACY'S INC: Moody's Affirms Preferred Shelf Rating at (P)Ba1
MARCAL PAPER: Panel Hires Wilson Elser as Environmental Counsel
MARK IV: Weak Financial Results Cue S&P's Negative CreditWatch
MCMORAN EXPLORATION: Sept. 30 Balance Sheet Upside-Down by $100MM
MERIT TRANSPORTATION: Case Summary & 20 Largest Unsec. Creditors

MERITAGE MORTGAGE: Fitch Junks Ratings on Two Certificate Classes
MERRILL LYNCH: Moody's Junks Ratings on Six Certificate Classes
MERRILL LYNCH: Moody's Puts Ratings on Five Certs. Under Watch
MEZZ CAP: Fitch Affirms 'B-' Rating on $600,000 Class J Certs.
MGM MIRAGE: Completes $1.19BB Private Placement with Dubai World

MODAVOX INC: Earns $158,013 in Second Quarter Ended Aug. 31
MORGAN STANLEY: Moody's Lowers Ratings on Six Certificate Classes
MOVIE GALLERY: Court Okays Kutak Rock as Local Counsel
MOVIE GALLERY: Employs Alvarez & Marsal as Restructuring Advisors
MOVIE GALLERY: Creditors Must File Proofs of Claim by January 25

NATIONWIDE HEALTH: Paying $0.41/Share Dividend on December 7
NEW CENTURY: Fitch Junks Rating on Class M-4 Certificates
NOMURA ASSET: Moody's Junks Rating on Eight Class Certificates
OCEAN BLUE: Selects Atkinson Diner as Special Counsel
OPTION ONE: Moody's Junks Rating on Two Certificate Classes

PARK PLACE: Moody's Places Ratings of Five Certs. Under Neg. Watch
PIERRE FOODS: Moody's Affirms Corporate Family Rating at B3
PIXELPLUS CO: Completes Sale of 37.5% Stake in Pixelplus Tech.
RAIN CALCINING: Fitch Assigns 'B' Issuer Deault Ratings
R&K HAULING: Voluntary Chapter 11 Case Summary

REPRO MED: Aug. 31 Balance Sheet Upside-Down by $702,894
RESIDENTIAL ASSET: Fitch Junks Rating on Class B Certificates
RESIDENTIAL ASSET: Moody's Junks Ratings on Three Certificates
RESIDENTIAL ASSET: Moody's Reviews Ratings on 2 Class Certificates
ROYAL PALM: Carbon Capital Selling Collateral on October 24

RYERSON INC: Completes Platinum $2 Billion Deal
SALANDER-O'REILLY: Mounting Lawsuits Prompt Closure Order
SANTA FE GOLD: Stark Winter Raises Going Concern Doubt Over Losses
SEAMLESS WI-FI: Kempisty & Company Raises Going Concern Doubt
SECURITIZED ASSET: Moody's Puts Ratings on Four Certs. Under Watch

SENTINEL MANAGEMENT: Trustee Can Hire Jenner & Block as Counsel
SLATE CEMENT: Case Summary & 19 Largest Unsecured Creditors
SOLAR STAMPING: Gets Final Okay to Obtain DIP Financing from GM
STRUCTURED ASSET: S&P Downgrades Ratings on 13 Classes
STRUCTURED ASSET: Moody's Puts Ratings on 13 Certs. Under Review

SUPERVALU INC: Earns $148 Million in Second Quarter Ended Sept. 8
SUPERVALU INC: S&P Holds BB- Rating and Revises Outlook to Pos.
TARGA RESOURCES: Prices Offering of Common Units at $26.87/Unit
UNIT DOSE: Case Summary & 23 Largest Unsecured Creditors
URBAN DECAY: Case Summary & 20 Largest Unsecured Creditors

WCS ENTERPRISES: Public Sale of Landscaping Equipment Set Today

* Chadbourne & Parke Fortifies with Six Additional Partners

* Large Companies with Insolvent Balance Sheets



                             *********

ACE MORTGAGE: Fitch Lowers Ratings on $127 Million Certificates
---------------------------------------------------------------
Fitch Ratings has taken rating actions on two ACE mortgage pass-
through certificates.  Affirmations total $451.5 million and
downgrades total $127 million.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

ACE 2005-HE4

  -- $185.3 million class A affirmed at 'AAA'
     (BL: 68.30, LCR: 5.17);

  -- $52.5 million class M-1 affirmed at 'AA+'
     (BL: 57.66, LCR: 4.36);

  -- $45.2 million class M-2 affirmed at 'AA+'
     (BL: 47.49, LCR: 3.59);

  -- $26.2 million class M-3 affirmed at 'AA'
     (BL: 42.76, LCR: 3.24);

  -- $24.8 million class M-4 affirmed at 'AA-'
     (BL: 37.69, LCR: 2.85);

  -- $22.6 million class M-5 affirmed at 'A+'
     (BL: 33.04, LCR: 2.50);

  -- $20.4 million class M-6 downgraded to 'BBB+' from 'A'
     (BL: 17.97, LCR: 1.36);

  -- $18.9 million class M-7 downgraded to 'BBB' from 'A-'
     (BL: 15.87, LCR: 1.20);

  -- $17.5 million class M-8 downgraded to 'BB+' from 'BBB+'
     (BL: 13.89, LCR: 1.05);

  -- $12.4 million class M-9 downgraded to 'BB-' from 'BBB'
     (BL: 12.41, LCR: 0.94);

  -- $10.2 million class M-10 downgraded to 'B+' from 'BBB'
     (BL: 11.22, LCR: 0.85);

  -- $13.8 million class B-1 downgraded to 'CC/DR3' from 'BBB-'
     (BL: 9.66, LCR: 0.73);

  -- $17.5 million class B-2 downgraded to 'CC/DR3' from 'BB'
     (BL: 8.11, LCR: 0.61).

Deal Summary

  -- Originators: New Century (63.89%);
  -- 60+ day Delinquency: 22.90%;
  -- Realized Losses to date (% of Original Balance): 0.87%;
  -- Expected Remaining Losses (% of Current Balance): 13.22%;
  -- Cumulative Expected Losses (% of Original Balance): 5.34%.

ACE 2005-SN1

  -- $85.1 million class A affirmed at 'AAA'
     (BL: 17.14, LCR: 3.59);

  -- $4.5 million class M-1 affirmed at 'AA'
     (BL: 12.26, LCR: 2.57);

  -- $2.4 million class M-2 affirmed at 'A'
     (BL: 9.56, LCR: 2.00);

  -- $1.2 million class M-3 affirmed at 'BBB+'
     (BL: 8.25, LCR: 1.73);

  -- $1.2 million class M-4 affirmed at 'BBB'
     (BL: 7.07, LCR: 1.48).

Deal Summary

  -- Originators: Washington Mutual (56.08%);
  -- 60+ day Delinquency: 6.8%;
  -- Realized Losses to date (% of Original Balance): 0.66%;
  -- Expected Remaining Losses (% of Current Balance): 4.78%;
  -- Cumulative Expected Losses (% of Original Balance): 3.42%.

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


ACE MORTGAGE: Fitch Holds 'BB' Rating on Class B-1 Certificates
---------------------------------------------------------------
Fitch has taken rating actions on these ACE mortgage pass-through
certificates.

Series 2005-SD3:

  -- $63.1 million class A affirmed at 'AAA';
  -- $17.2 million class M-1 affirmed at 'AA';
  -- $9.9 million class M-2 affirmed at 'A';
  -- $4.5 million class M-3 affirmed at 'BBB+';
  -- $2.2 million class M-4 affirmed at 'BBB';
  -- $1.7 million class M-5 affirmed at 'BBB-';
  -- $0.3 million class B-1 affirmed at 'BB'.

Series 2006-SD3:

  -- $76.9 million class A affirmed at 'AAA';
  -- $14.9 million class M-1 affirmed at 'AA';
  -- $9.2 million class M-2 affirmed at 'A';
  -- $3.8 million class M-3 affirmed at 'BBB+';
  -- $2.1 million class M-4 affirmed at 'BBB';
  -- $1.9 million class M-5 affirmed at 'BBB-'.

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect approximately
$208.4 million in outstanding certificates.

The pool factors for 2005-SD3 and 2006-SD3 are approximately 56%
and 77%, and the transactions are 22 months and 10 months
seasoned, respectively.  Cumulative losses are approximately 1.14%
and 0.97%, and the amount of loans in the 60+ buckets (inclusive
of Real Estate Owned, Foreclosure, and Bankruptcy) is
approximately 34% and 24.5%, respectively.

The collateral consists of fixed- and adjustable-rate mortgage
loans secured by first and second liens on one- to four-family
residential properties.  The master servicer for both transactions
is Wells Fargo Bank, N.A., which currently has a rating of 'RMS1'
provided by Fitch.


ACE SECURITIES: Fitch Lowers Ratings on Two Cert. Classes to B
--------------------------------------------------------------
Fitch has taken rating action on these ACE Securities Corp.
mortgage pass-through certificates:

Series 2003-HS1:

  -- Class M-1 affirmed at 'AAA';
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'AA-';
  -- Class M-4 affirmed at 'A+';
  -- Class M-5 downgraded to 'BBB' from 'A', and placed on
     Rating Watch Negative;

  -- Class M-6 downgraded to 'B' from 'BBB+'.

Series 2003-OPT1:

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'A+';
  -- Class M-3 affirmed at 'A-';
  -- Class M-4 affirmed at 'BBB+';
  -- Class M-5 affirmed at 'BBB';
  -- Class M-6 rated 'BBB-', and placed on Rating Watch
     Negative;

  -- Class B downgraded to 'B' from 'BB'.

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect approximately $182.1
million in outstanding certificates.  The negative rating actions
reflect deterioration in the relationship between CE and expected
losses, and affect approximately $8.7 million in outstanding
balances.

The negative rating actions are a result of losses exceeding
excess spread amounts for six or more consecutive months.  This
has resulted in overcollateralization amounts that are beneath
each deal's respective target value.

The mortgage pool consists of conventional, first and second lien,
adjustable- and fixed-rate residential mortgages. All of the loans
are master serviced by Wells Fargo Bank, N.A., which is currently
rated 'RMS1' by Fitch.

Fitch will closely monitor the relationship between XS and monthly
losses for these transactions in the upcoming months.  If the
losses continue to exceed XS, the ratings will be reassessed.


ACE SECURITIES: Moody's Cuts Ratings on Three Certificates
----------------------------------------------------------
Moody's Investors Service downgraded three tranches and placed
under review for possible downgrade three tranches issued by ACE
Securities Corp. Home Equity Loan Trust, Series 2005-HE3.  Moody's
also placed under review for possible downgrade seven tranches
issued by ACE Securities Corp.  Home Equity Loan Trust, Series
2005-HE2. The collateral backing each deal consists primarily of
first-lien, subprime fixed and adjustable rate mortgage loans.

These rating actions are based on the fact that the bonds' current
credit enhancement levels, including excess spread, are lower
compared to the current projected loss numbers for the current
rating levels.  Moody's review will focus on available credit
enhancement, including overcollateralization, subordination, and
excess spread relative to expected losses.

Complete rating actions are:

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2005-
HE2

Review for possible downgrade:

   -- Cl. M-5, currently A2; on review for possible downgrade;
   -- Cl. M-6, currently A3; on review for possible downgrade;
   -- Cl. M-7, currently Baa1; on review for possible downgrade;
   -- Cl. M-8, currently Baa2; on review for possible downgrade;
   -- Cl. M-9, currently Baa3; on review for possible downgrade;
   -- Cl. M-10, currently B1; on review for possible downgrade;
   -- Cl. B-1, currently Caa1; on review for possible downgrade.

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2005-
HE3

   -- Cl. M-9, downgraded from Baa3 to B1;
   -- Cl. B-1, downgraded from Ba1 to B3;
   -- Cl. B-2, downgraded from Ba2 to Caa1;
   -- Cl. M-6, currently A3; on review for possible downgrade;
   -- Cl. M-7, currently Baa1; on review for possible downgrade;
   -- Cl. M-8, currently Baa2; on review for possible downgrade.


ADVANCED MICRO: Urges Rejection of TRC's Mini-Tender Offer
----------------------------------------------------------
Advanced Micro Devices Inc. cautions its stockholders to reject
the "mini-tender" offer by TRC Capital Corporation to purchase up
to 5 million shares of the company's common stock, which
represents approximately 0.90% of its outstanding shares.  

AMD related that TRC's unsolicited "mini-tender" offer of $13.25
per share was more than 5% below the $14.02 per share closing
price of AMD stock on Oct. 10, 2007, the day before the "mini-
tender" offer was commenced and approximately 9% below the $14.55
per share closing price of AMD stock on Oct. 18, 2007.

AMD recommends against tendering shares in response to this
unsolicited below-market offer.  AMD does not in any way recommend
or endorse the TRC Capital Corporation "mini-tender" offer, and
AMD is in no way associated with TRC Capital Corporation, the
"mini-tender" offer or the offer documentation.

TRC Capital has a history of making "mini-tender" offers for the
shares of other companies for its profit.  These offers are
devised to seek less than 5% of a company's outstanding shares,
thereby avoiding many procedural and disclosure requirements of
the Securities and Exchange Commission because they are below the
SEC's threshold to provide such disclosure and procedural
protections for investors.

The SEC has issued an investor alert regarding these "mini-tender"
offers, noting that, "Some bidders make `mini-tender' offers at
below-market prices, hoping that they will catch investors off
guard if the investors do not compare the offer price to the
current market price."  Investors are urged to consult with their
broker or financial advisor on such matters.

AMD stockholders who have already tendered are advised that they
may withdraw their shares by providing the written notice
described in the TRC Capital Corporation offering documents prior
to the expiration of the offer currently scheduled for 12:01 a.m.,
New York City time, Friday, Nov. 9, 2007.

               About Advanced Micro Devices Inc.

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. -- http://www.amd.com/-- (NYSE: AMD) designs and  
manufactures microprocessors and other semiconductor products.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 14, 2007,
Standard & Poor's Ratings Services affirmed its B/Negative/--
corporate credit rating on Sunnyvale, California-based Advanced
Micro Devices Inc.  At the same time, S&P assigned its 'B' rating
to the company's $1.5 billion 5.75% senior convertible notes due
2012, and raised the rating on the company's existing senior
unsecured debt to 'B' from 'B-', because the company no longer has
secured debt in its capital structure.

As reported in the Troubled Company Reporter on Aug. 13, 2007,
Fitch Ratings has assigned a 'CCC+/RR6' rating to Advanced Micro
Devices Inc.'s private placement of $1.5 billion 5.75% convertible
senior notes due 2012.  The 'CCC+/RR6' rating also applies to up
to $225 million of additional notes issued within the next 30 days
to cover over-allotments.  The 'BB-/RR2' rating on AMD's $1.69
billion Term Loan B due 2010 is affirmed and withdrawn, as the
company will use net proceeds from debt issuance, as well as
available cash, to fully repay the term loan.

Fitch also affirmed the company's Issuer Default Rating at 'B';
and Senior unsecured debt at 'CCC+/RR6'.

As reported in the Troubled Company Reporter on July 26, 2007,
Standard & Poor's Ratings Services affirmed its 'B/Negative/--'
corporate credit rating on Sunnyvale, California-based Advanced
Micro Devices Inc.  At the same time, Standard & Poor's lowered
the rating on the company's 7.75% senior notes due 2012 to 'B-'
from 'BB-', which is now rated the same as the company's other
senior unsecured notes, reflecting release of the collateral
securing the issue.


AINSWORTH LUMBER: Settles OSB Antitrust Suit for $8.6 Million
-------------------------------------------------------------
Ainsworth Lumber Co. Ltd. has entered into an agreement with the
direct purchaser plaintiffs in the OSB Antitrust Litigation,
settling on a class-wide basis all claims asserted against it.  
Under the agreement, Ainsworth will pay $8.6 million to be
distributed across the settlement class.  The agreement is subject
to court approval.

On March 6, 2006, Ainsworth Lumber was named as a defendant in
several lawsuits filed in the United States District Court for the
Eastern District of Pennsylvania.  A number of other North
American oriented strand board producers have also been named as
defendants in one or more of the lawsuits.  

Each lawsuit alleges that the named defendants violated United
States antitrust laws in relation to the pricing and supply of OSB
from mid-2002 to the present.

Each of the named plaintiffs in the lawsuits seeks to have the
case certified as a class action, with the named plaintiffs
serving as the representative of a class of persons and entities
that purchased OSB in the United States between mid-2002 and the
present.

Ainsworth continues to deny each and every one of plaintiffs'
claims and strongly asserts that it has not violated U.S.
antitrust or any other laws.  The decision to enter into the
settlement agreement was based solely on the need to avoid
prolonged, expensive litigation.

                     About Ainsworth Lumber

Headquartered in Vancouver, British Columbia, Ainsworth Lumber Co.
Ltd. (TSE:ANS) -- http://www.ainsworth.ca/-- manufactures  
structural-engineered wood products, including oriented strand
board, and specialty overlaid plywood.  The company owns and
operates six OSB manufacturing facilities, three in Canada and
three in northern Minnesota.  It has a 50% ownership interest in
an OSB facility, located in High Level, Alberta.  Ainsworth is
also a manufacturer of specialty overlaid concrete-form plywood
products in North America.  Ainsworth's business is focused on the
structural wood panels sector.  It offers value-added products,
such as OSB webstock, rimboard, radiant barrier OSB panels, jumbo
OSB panels, export-standard OSB and specialty overlaid plywood.


                         *     *     *

Standard & Poor's Ratings Services placed Ainsworth Lumber Co.
Ltd.'s long-term foreign and local issuer credit ratings at
'CCC+' in March 2007.  The outlook is negative.  The ratings still
hold to date.


ALLTEL CORP: Earns $283 Million in Third Quarter Ended Sept. 30
---------------------------------------------------------------
Alltel Corp. reported net income of $283 million in the third
quarter ended Sept. 30, 2007, a 51% increase from net income of
$187 million for the same period a year ago.  

Net income from current businesses was $279 million, a 21%
increase from a year ago.  Current businesses is a non-GAAP
measure which excludes the effects of discontinued operations,
amortization expense related to acquired, finite-lived intangible
assets, gain or loss on exchange or disposal of assets, debt
prepayment expenses, reversal of certain income tax contingency
reserves, costs associated with Hurricane Katrina, and integration
expenses, restructuring and other charges.

Revenues were $2.3 billion, a 14% increase from a year ago.  
Wireless service revenue was $2.1 billion, an increase of 15% from
a year ago.

"The Alltel team produced another record quarter as we surpassed
$2 billion in quarterly wireless service revenues for the first
time and achieved post-pay net adds of 213,000, more than doubling
post-pay growth over the same period last year," said Alltel
president and chief executive officer Scott Ford.  "As to our
pending merger with TPG Capital and Goldman Sachs, we are very
pleased with the progress we have made on this transaction and
expect it to close before year-end."

Equity free cash flow from current businesses was $347 million, a
62% increase.  Net cash provided from operations was $726 million,
a 105% increase from last year.  Equity free cash flow is
calculated as the sum of net income from current businesses plus
depreciation expense less capital expenditures, which includes
capitalized software development costs.

Upon closing of the pending merger with TPG Capital and Goldman
Sachs, Alltel shareholders will receive $71.50 per share in cash.
Alltel is awaiting Federal Communications Commission approval and
the company expects a favorable FCC vote soon.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$17.70 billion in total assets, $5.76 billion in total
liabilities, and $11.94 billion in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2462

                   About Alltel Corporation

Headquartered in Little Rock, Arkansas, ALLTEL Corporation
(NYSE:AT) -- http://www.alltel.com/-- operates America's largest  
wireless network, which delivers voice and advanced data services
nationwide to 12 million customers.  Alltel is a Forbes 500
company with annual revenues of nearly $8 billion.

                         *     *     *

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

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


AMERIQUEST MORTGAGE: Fitch Cuts Ratings on 19 Certificates
----------------------------------------------------------
Fitch Ratings has taken rating actions on these Ameriquest
Mortgage Securities Inc. residential mortgage pass-through
certificates:

AMSI, series 2004-R1

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'AA-';
  -- Class M-4 affirmed at 'A+';
  -- Class M-5 affirmed at 'A';
  -- Class M-6 affirmed at 'A-';
  -- Class M-7 affirmed at 'BBB+';
  -- Class M-8 affirmed at 'BBB';

  -- Class M-9 downgraded to 'BB' from 'BBB-' and placed on
     Rating Watch Negative;

  -- Class M-10 downgraded to 'B-' from 'BB+' and assigned a
     Distressed Recovery rating of 'DR1'.

AMSI, series 2004-R3

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class M-4 affirmed at 'BBB+';
  -- Class M-5 affirmed at 'BBB';
  -- Class M-6 affirmed at 'BB+';
  -- Class M-7 downgraded to 'B-' from 'BB' and assigned a DR
     rating 'DR1'.

AMSI, series 2004-R5

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class M-4 downgraded to 'BBB' from 'BBB+';
  -- Class M-5 downgraded to 'BB' from 'BBB';
  -- Class M-6 downgraded to 'B' from 'BBB-';
  -- Class M-7 downgraded to 'C' from 'BB+', removed from
     'Rating Watch Negative' and assigned a DR rating of 'DR5'.

ARSI, series 2003-W2

  -- Class M-2 affirmed at 'AA-';
  -- Class M-3 affirmed at 'A+';
  -- Class M-4 affirmed at 'A';
  -- Class M-5 affirmed at 'BBB+';
  -- Class M-6 downgraded to 'BB' from 'BBB-' and placed on
     'Rating Watch Negative'.

PPSI, series 2004-WCW1

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'AA-';
  -- Class M-3 affirmed at 'A';
  -- Class M-4 downgraded to 'BBB+' from 'A-';
  -- Class M-5 downgraded to 'BBB' from 'BBB+';
  -- Class M-6 downgraded to 'BB' from 'BBB';
  -- Class M-7 downgraded to 'BB' from 'BBB';
  -- Class M-8 downgraded to 'BB-' from 'BBB-' and removed from
     Rating Watch Negative;
  -- Class M-9 downgraded to 'B' from 'BB+' and removed from
     Rating Watch Negative.

PPSI, series 2004-WCW2

  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'AA-';
  -- Class M-4 affirmed at 'A+';
  -- Class M-5 downgraded to 'A-' from 'A';
  -- Class M-6 downgraded to 'BBB+' from 'A-';
  -- Class M-7 downgraded to 'BBB' from 'BBB+';
  -- Class M-8 downgraded to 'BB' from 'BBB';
  -- Class M-9 downgraded to 'BB-' from 'BBB-' and removed from
     Rating Watch Negative;
  -- Class M-10 downgraded to 'B' from 'BB+' and removed from
     Rating Watch Negative.

The affirmations, affecting approximately $1.2 billion of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  The downgrades, affecting
approximately $385 million of the outstanding certificates,
reflect a deteriorating relationship between credit enhancement
and expected loss.  In addition, approximately $5 million of the
outstanding certificates were placed on Rating Watch Negative.

The negative rating actions on the above transactions are
primarily the result of losses continuing to exceeding excess
spread since the last time Fitch took rating action.  The losses
have continued to erode the OC below target and increase the
credit risk of the subordinate bonds.  The cumulative losses as a
percentage of the original collateral balance range from 0.89%
(AMSI 2004-R1) to 2.60% (PPSI 2004-WCW1) and the 60+ delinquencies
(including bankruptcy, foreclosure, and real estate-owned) as a
percentage of the current collateral balance range from 13.1%
(AMSI 2004-R1) to 26.9% (PPSI 2004-WCW1).  For all of the above
transactions, losses are expected to continue to exceed excess
spread.

The collateral of the above transactions generally consists of
fixed-rate and adjustable-rate mortgage loans secured by first
liens on one- to four-family residential properties and extended
to subprime borrowers.  The loans collateralizing the Ameriquest
Securities, formerly the retail sector of Ameriquest Mortgage
Securities Inc., transactions were either originated or acquired
by Ameriquest Mortgage Company.  The loans collateralizing the
Argent Securities, formerly the wholesale sector of Ameriquest
Mortgage Securities Inc., transactions were either originated or
acquired by Argent Mortgage Company, LLC or Olympus Mortgage
Company.  The loans collateralizing the Park Place Securities
transactions were either originated or acquired by Ameriquest
Mortgage Company, Argent Mortgage Company, LLC, or Olympus
Mortgage Company.  The AMSI and ARSI transactions are master
serviced by Ameriquest Mortgage Company (rated 'RPS3+') and the
PPSI transactions are serviced by Countrywide Home Loans, Inc.
(rated 'RPS1-').

As of the September 2007 distribution date, the pool factors of
the above transactions range from 8% (ARSI 2003-W2) to 24% (AMSI
2004-R3 & PPSI 2004-WCW1) and the seasoning ranges from 36 months
(PPSI 2004-WCW2) to 49 months (ARSI 2003-W2).


AMERIQUEST MORTGAGE: Fitch Lowers Ratings on $255.6MM Certs.
------------------------------------------------------------
Fitch Ratings has taken these rating actions on Ameriquest
mortgage pass-through certificates.  Affirmations total
$1.33 billion and downgrades total $255.6 million.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

Ameriquest Mortgage Securities 2005-R4 Total

  -- $470.6 million class A affirmed at 'AAA'
     (BL:44.66, LCR:6.24);

  -- $41.0 million class M-1 affirmed at 'AA+'
     (BL:36.58, LCR:5.11);

  -- $48.0 million class M-2 affirmed at 'AA+'
     (BL:29.37, LCR:4.1);

  -- $29.0 million class M-3 affirmed at 'AA'
     (BL:25.33, LCR:3.54);

  -- $25.0 million class M-4 affirmed at 'AA-'
     (BL:21.81, LCR:3.05);

  -- $21.0 million class M-5 affirmed at 'A+'
     (BL:18.84, LCR:2.63);

  -- $13.0 million class M-6 affirmed at 'A'
     (BL:16.96, LCR:2.37);

  -- $10.0 million class M-7 affirmed at 'A'
     (BL:15.43, LCR:2.16);

  -- $10.0 million class M-8 affirmed at 'A-'
     (BL:13.91, LCR:1.94);

  -- $13.0 million class M-9 affirmed at 'BBB'
     (BL:11.86, LCR:1.66);

  -- $13.0 million class M-10 affirmed at 'BBB-'
     (BL:9.61, LCR:1.34);

  -- $11.0 million class M-11 affirmed at 'BB+'
     (BL:7.49, LCR:1.05).

Deal Summary

  -- Originators: 100% Ameriquest;
  -- 60+ day Delinquency: 16.94%;
  -- Realized Losses to date (% of Original Balance): 0.65%;
  -- Expected Remaining Losses (% of Current Balance): 7.16%;
  -- Cumulative Expected Losses (% of Original Balance): 3.85%.


Park Place Securities 2005-WCW2 Total

  -- $436.6 million class A affirmed at 'AAA'
     (BL:59.29, LCR:3.05);

  -- $78.0 million class M-1 affirmed at 'AA+'
     (BL:51.33, LCR:2.64);

  -- $74.4 million class M-2 affirmed at 'AA+'
     (BL:43.18, LCR:2.22);

  -- $45.6 million class M-3 affirmed at 'AA'
     (BL:38.16, LCR:1.96);

  -- $42.0 million class M-4 downgraded to 'A+' from 'AA-'
     (BL:33.51, LCR:1.73);

  -- $38.4 million class M-5 downgraded to 'A' from 'A+'
     (BL:29.24, LCR:1.51);

  -- $34.8 million class M-6 downgraded to 'BB' from 'A'
     (BL:18.51, LCR:0.95);

  -- $31.2 million class M-7 downgraded to 'B+' from 'A-'
     (BL:16.14, LCR:0.83);

  -- $28.8 million class M-8 downgraded to 'CCC' from 'BBB+'
     and assigned a Distress Recovery rating of 'DR2';

  -- $24.0 million class M-9 downgraded to 'CC' from 'BBB' and
     assigned a DR rating of 'DR3';

  -- $26.4 million class M-10 downgraded to 'C' from 'BBB-' and
     assigned a DR rating of 'DR5';

  -- $30.0 million class M-11 downgraded to 'C' from 'BB+' and
     assigned a DR rating of 'DR5'.

Deal Summary

  -- Originators: Argent Mortgage Company, LLC, and Olympus
     Mortgage Company;
  -- 60+ day Delinquency: 25.32%;
  -- Realized Losses to date (% of Original Balance): 1.70%;
  -- Expected Remaining Losses (% of Current Balance): 19.42%;
  -- Cumulative Expected Losses (% of Original Balance): 9.10%.

In addition, these classes are removed from Rating Watch Negative:

  -- Class M10 (from series 2005-WCW2);
  -- Class M11 (from series 2005-WCW2).

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


AMERIQUEST MORTGAGE: Moody's Puts Ratings on 4 Certs. Under Review
------------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade three tranches issued by Ameriquest Mortgage Securities
Inc., Series 2005-R1 and one tranche issued by Ameriquest Mortgage
Securities Inc., Series 2005-R3.  The collateral backing each deal
consists primarily of first-lien, subprime fixed and adjustable
rate mortgage loans.

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

Issuer: Ameriquest Mortgage Securities Inc., Series 2005-R1

Review for possible downgrade:

   -- Cl. M-8, currently Baa2; on review for possible downgrade;
   -- Cl. M-9, currently Ba1; on review for possible downgrade;
   -- Cl. M-10, currently Ba2; on review for possible downgrade.

Issuer: Ameriquest Mortgage Securities Inc., Series 2005-R3

Review for possible downgrade:

   -- Cl. M-10, currently Ba2; on review for possible downgrade.


AMP'D MOBILE: Court Approves Key Employee Incentive Agreement
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Amp'd Mobile Inc. to adopt and implement the key employee
incentive plan and letter agreements it entered into with
Christopher O'Brien and Douglas Dobie.

The Debtor has difficulty in mitigating the effects of the
employee departures caused by increased responsibilities and
extraordinary workloads, Eric M. Sutty, Esq., at The Bayard Firm,
in Wilmington, Delaware, related.

In the early stages of liquidating its assets after the shut down
of its business, the Debtor has difficulty in ensuring the
retention of its key employees, in particular, its last two
remaining officers:

   (1) Christopher O'Brien, Amp'd Mobile's senior vice
       president, general counsel and secretary; and

   (2) Douglas Dobie, Amp'd Mobile's chief marketing officer.

The Debtor asserted that the officers are needed for their
knowledge of the Debtor's business and to assist with the orderly
liquidation of the Debtor's assets.  

Moreover, the Debtor has developed a postpetition incentive plan
commencing, nunc pro tunc, on Sept. 1, 2007 and running through
Sept. 28, 2007.   The initial period may be extended by mutual
agreement and with the Court's approval.  

The plan seeks to reward its remaining officers to motivate them
in maximizing the value obtained for the Debtor's intellectual
property assets.   

The terms of the Incentive Plan are:

   A. Salary

      Mr. O'Brien will receive a base salary of an amount that
      is equal to 130% of his current base salary.

      Mr. Dobie will receive a base salary of an amount that is
      equal to 75% of his current base salary.
   
   B. Responsibility

      The officers will be exclusively responsible for the
      Debtor's efforts to dispose of its IP Assets.  

   C. Bonus

      The Officers will receive a bonus payment equal to 5% of
      the gross proceeds of the sale or sales of the IP Assets
      in excess of $2,250,000 -- the "IP Bonus Threshold" -
      minus the cost of any expenses necessary to market the IP
      Assets to the extent those costs exceed $8,500.  

      The IP Bonus will be deemed earned in the event that the
      Secured Lender exercises its right to credit bid its
      claim for the IP Assets in an amount equal to or in
      excess of the IP Bonus Threshold.

Judge Brendan Shannon ordered that if a sale or sales for the
intellectual Property Assets closes at any time for a period of
eight months after the expiration of the initial term and the
aggregate level exceeds $2,250,000 -- the IP Bonus Threshold --
the IP bonus will be calculated and paid within five business days
of the closing of any sale of the IP assets whether or not the
buyer was identified through the efforts of Messrs. O'Brien and
Dobie.

Kings Road Investment Ltd. will pay the IP Bonuses to Messrs.
O'Brien and Dobie in the event Kings Road elects to credit bid for
the IP Assets in an amount equal to or in excess of the IP Bonus
Threshold.

Messrs. O'Brien and Dobie remain employed by the Debtor are
expected to provide:

   (a) reports on an as requested basis to Kings Road and its
       advisors, and to the Creditors Committee and its
       advisors, concerning the marketing efforts to date;

   (b) copies of all marketing materials provided to potential
       purchasers to Kings Road and the Committee and their
       advisors; and

   (c) any other information requested by Kings Road, the
       Committee, and their advisors in connection with the
       sale of the IP Assets.

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.  Attorneys at
Otterbourg, Steindler, Houston & Rosen, P.C.; and Klehr, Harrison,
Harvey, Branzburg & Ellers, LLP, represent the Official Committee
of Unsecured Creditors.  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 expires on
Sept. 29, 2007. (Amp'd Mobile Bankruptcy News, Issue No. 18;
Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/
or 215/945-7000)


AMRESCO: Fitch Junks Rating on 1999-1 Class B Certificates
----------------------------------------------------------
Fitch Ratings has taken rating actions on the AMRESCO mortgage
pass-through certificates listed below:

AMRESCO 1999-1

  -- Class A affirmed at 'AAA';
  -- Class M-1 downgraded to 'A+' from 'AA';
  -- Class M-2 downgraded to 'BBB' from 'A';
  -- Class B downgraded to 'C/DR4' from 'BB'.

The affirmations, affecting approximately $2.5 million of the
outstanding balances, reflect an adequate relationship of credit
enhancement to future loss expectations.  The downgrades,
affecting approximately $13.4 million of the outstanding balances,
reflect a deteriorating relationship between CE and expected
losses.  As of the September distribution date, the transaction
has experienced monthly losses that could not be covered by excess
spread for at least four of the past six months.  As a result,
overcollateralization is below its target value.  Series 1999-1
has incurred 11.24% loss to date and has a 60+ delinquency of
41.93%.  The deal is seasoned at 95 months with pool factor at 8%.

The trust consists of fixed- and adjustable-rate subprime mortgage
loans secured by first and second liens on residential properties
and serviced by Ocwen Federal Bank (rated 'RPS2' for primary
servicing by Fitch).


ASPEN EXECUTIVE: Trustee Appoints Three-Member Creditors Panel
--------------------------------------------------------------
The U.S. Trustee for Region 3 appointed three creditors to the
Official Committee of Unsecured Creditors in the Chapter 11 case
of Aspen Executives Air LLC.

The Creditors Committee members are:

   a. Jerry Trooien  
      JLT Aircraft Holding Co., LLC.
      10 River Park Plaza, Suite 800
      St. Paul, MN 55107
      Tel: (651) 641-1111
      Fax: (651) 641-1244

   b. Brent Sembler
      c/o Corporation Service Company
      H.A.H.A., LLC
      2711 Centerville Road, Suite 4100
      Wilmington, DE 19808
      Tel: (727) 384-6000
      Fax: (727) 343-4272

   c. Michael Baumann
      BCOM, LLC.
      1200 Brickell Avenue, Suite. 1720
      Miami, FL 33131,
      Tel: (305) 375-0090
      Fax: (305) 375-8183

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

Based in Basalt, Colorado, Aspen Executive Air, L.L.C., aka AEXJet
-- http://www.aexjet.com/-- is a private jet travel company.  The    
company filed for chapter 11 protection on Sept. 14, 2007 (Bankr.
D. Del. Case No. 07-11341).  Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl & Jones, L.L.P., represents the Debtor.  
When the Debtor filed for protection form its creditors, it listed
estimated assets between $1 million and $100 million.  The
Debtor's list of 20 largest unsecured creditors showed claims of
more than $20 million.


ASSET BACKED: Fitch Downgrades Ratings on Eight Cert. Classes
-------------------------------------------------------------
Fitch Ratings has taken rating actions on the Asset Backed Funding
Corp. mortgage pass-through certificates:

Series 2002-NC1

  -- Class M-1 affirmed at 'AA';
  -- Class M-2 downgraded to 'BBB+' from 'A';
  -- Class M-3 downgraded to 'B' from 'BBB';
  -- Class M-4 downgraded to 'C/DR5' from 'BBB-'.

Series 2002-OPT1

  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'A+';
  -- Class M-4 affirmed at 'A-';
  -- Class M-5 affirmed at 'BBB+'.

Series 2004-OPT4

  -- Classes A-1 and A-2 affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 downgraded to 'A-' from 'A+';
  -- Class M-3 downgraded to 'BBB+' from 'A';
  -- Class M-4 downgraded to 'BBB-' from 'A-';
  -- Class M-5 downgraded to 'BB+' from 'BBB+';
  -- Class M-6 downgraded to 'BB-' from 'BBB-'.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $132 million of outstanding certificates, as of the
September 2007 distribution date.

The downgrades total approximately $59 million of outstanding
certificates and reflect the deterioration of CE relative to
future expected losses.

The transactions are seasoned from a range of 39 months (series
2004-OPT4) to 62 months (series 2002-NC1).The pool factors
(current mortgage loan principal outstanding as a percentage of
the initial pool) range from 5% (series 2002-OPT1) to 17% (series
2004-OPT4).  The cumulative losses to date, as a percentage of the
pools' initial balances, range from 0.42% (series 2004-OPT4) to
1.88% (series 2002-NC1).

For the transactions listed above, the underlying collateral
consists of fixed- and adjustable-rate mortgage loans secured by
first or first and second liens on residential mortgage properties
extended to subprime borrowers.  The servicers/master servicers
for the loans in these transactions are Option One Mortgage
Corporation (series 2002-OPT1 and 2004-OPT4) and Ocwen Loan
Servicing, LLC (series 2002-NC1).  Option One Mortgage Corporation
is rated 'RPS1' and on Rating Watch Negative by Fitch, while Ocwen
Loan Servicing, LLC is rated 'RPS2'.

As of the September 2007 distribution date, the
overcollateralization for series 2002-NC1 was $1,506,077, versus a
target of $2,413,580.  The 60+ delinquencies are 39.48% of current
collateral balance.  This includes foreclosures and real estate
owned of 11.19% and 6.86%, respectively.

For the 2002-OPT1 transaction, the OC was $2,400,891 with a target
of $3,191,869.  The 60+ delinquencies are 31.18% of current
collateral balance.  This includes foreclosures and REO of 11.14%
and 4.60%, respectively.

For the 2004-OPT4 transaction, the OC was $2,956,437 with a target
of $3,936,777.  The 60+ delinquencies are 18.44% of current
collateral balance.  This includes foreclosures and REO of 10.22%
and 2.43%, respectively.


ASSET BACKED: Fitch Lowers Ratings on $119 Million Certificates
---------------------------------------------------------------
Fitch Ratings has taken rating actions on five Asset Backed
Funding Corp. mortgage pass-through certificates.  Affirmations
total $1.86 billion and downgrades total $119 million.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

ABFC, Series 2005-AQ1

  -- $441 million class A affirmed at 'AAA'
     (BL: 18.49, LCR: 10.54);

  -- $36.8 million class M-1 affirmed at 'AA'
     (BL: 10.68, LCR: 6.09);

  -- $13.5 million class M-2 affirmed at 'A'
     (BL: 8.05, LCR: 4.59);

  -- $3.3 million class M-3 affirmed at 'A-'
     (BL: 7.39, LCR: 4.21);

  -- $2.9 million class M-4 affirmed at 'BBB+'
     (BL: 6.48, LCR: 3.69);

  -- $2.9 million class M-5 affirmed at 'BBB'
     (BL: 5.82, LCR: 3.32);

  -- $3.3 million class M-6 affirmed at 'BBB-'
     (BL: 5.08, LCR: 2.90);

  -- $3.3 million class B-1 affirmed at 'BB+'
     (BL: 4.49, LCR: 2.56);

  -- $3.7 million class B-2 affirmed at 'BB'
     (BL: 4.13, LCR: 2.35).

Deal Summary

  -- Originators: Ameriquest Mortgage Company (100%);
  -- 60+ day Delinquency: 3.45%;
  -- Realized Losses to date (% of Original Balance): 0.16%;
  -- Expected Remaining Losses (% of Current Balance): 1.75%;
  -- Cumulative Expected Losses (% of Original Balance): 1.26%.

ABFC, Series 2005-HE1

  -- $19 million class A affirmed at 'AAA'
     (BL: 98.70, LCR: 9.50);

  -- $92.6 million class M-1 affirmed at 'AA+'
     (BL: 78.36, LCR: 7.54);

  -- $57 million class M-2 affirmed at 'AA'
     (BL: 62.26, LCR: 5.99);

  -- $31.2 million class M-3 affirmed at 'AA-'
     (BL: 28.08, LCR: 2.70);

  -- $31.2 million class M-4 affirmed at 'A+'
     (BL: 23.15, LCR: 2.23);

  -- $31.2 million class M-5 affirmed at 'A'
     (BL: 19.99, LCR: 1.92);

  -- $26.7 million class M-6 affirmed at 'A-'
     (BL: 17.21, LCR: 1.66);

  -- $20.5 million class M-7 affirmed at 'BBB+'
     (BL: 15.06, LCR: 1.45);

  -- $18.7 million class M-8 affirmed at 'BBB'
     (BL: 13.07, LCR: 1.26);

  -- $12.5 million class M-9 downgraded to 'BBB-' from 'BBB'
     (BL: 11.70, LCR: 1.13);

  -- $11.6 million class B-1 downgraded to 'BB' from 'BBB-'
     (BL: 10.46, LCR:1.01);

  -- $17.8 million class B-2 downgraded to 'B+' from 'BB+' (BL:
     8.90, LCR: 0.86);

  -- $21.4 million class B-3 downgraded to 'B' from 'BB' (BL:
     8.23, LCR: 0.79).

Deal Summary

  -- Originators: Option One Mortgage Corporation (81.2%);
  -- 60+ day Delinquency: 25.47%;
  -- Realized Losses to date (% of Original Balance): 0.60%;
  -- Expected Remaining Losses (% of Current Balance): 10.39%;
  -- Cumulative Expected Losses (% of Original Balance): 2.98%.

ABFC, Series 2005-HE2

  -- $168.8 million class A affirmed at 'AAA'
     (BL: 69.14, LCR: 4.31);

  -- $46.7 million class M-1 affirmed at 'AA+'
     (BL: 58.75, LCR: 3.66);

  -- $41.7 million class M-2 affirmed at 'AA+'
     (BL: 47.83, LCR: 2.98);

  -- $23.9 million class M-3 affirmed at 'AA'
     (BL: 43.55, LCR: 2.71);

  -- $36.2 million class M-4 affirmed at 'AA-'
     (BL: 35.46, LCR: 2.21);

  -- $18.4 million class M-5 downgraded to 'BBB' from 'A+'
     (BL: 20.22, LCR: 1.26);

  -- $18.4 million class M-6 downgraded to 'BBB-' from 'A'
     (BL: 18.01, LCR: 1.12);

  -- $12.9 million class M-7 downgraded to 'BB' from 'A-'
     (BL: 16.45, LCR: 1.02);

  -- $13.5 million class M-8 downgraded to 'BB-' from 'BBB+'
     (BL: 14.79, LCR: 0.92);

Deal Summary

  -- Originators: WMC Mortgage Corporation (79.10%);
  -- 60+ day Delinquency: 23.01%;
  -- Realized Losses to date (% of Original Balance): 1.43%;
  -- Expected Remaining Losses (% of Current Balance): 16.05%;
  -- Cumulative Expected Losses (% of Original Balance): 7.29%.

ABFC, Series 2005-WF1

  -- $151.6 million class A affirmed at 'AAA'
     (BL: 61.66, LCR: 9.44);

  -- $54.4 million class M-1 affirmed at 'AA+'
     (BL: 46.52, LCR: 7.12);

  -- $34.3 million class M-2 affirmed at 'AA'
     (BL: 36.54, LCR: 5.59);

  -- $16.5 million class M-3 affirmed at 'AA-'
     (BL: 19.71, LCR: 3.02);

  -- $11.8 million class M-4 affirmed at 'A+'
     (BL: 17.82, LCR: 2.73);

  -- $11.8 million class M-5 affirmed at 'A'
     (BL: 15.92, LCR: 2.44);

  -- $12.4 million class M-6 affirmed at 'A-'
     (BL: 13.90, LCR: 2.13);

  -- $11.8 million class M-7 affirmed at 'A-'
     (BL: 11.88, LCR: 1.82);

  -- $10 million class M-8 affirmed at 'BBB+'
     (BL: 10.19, LCR: 1.56);

  -- $11.8 million class M-9 affirmed at 'BBB'
     (BL: 8.20, LCR: 1.25);

  -- $8.9 million class M-10 downgraded to 'BB+' from 'BBB-'
     (BL: 6.92, LCR:1.06);

  -- $4.7 million class B-1 downgraded to 'BB' from 'BB+'
     (BL: 6.36, LCR: 0.97);

  -- $5.3 million class B-2 downgraded to 'BB-' from 'BB'
     (BL: 5.89, LCR: 0.90).

Deal Summary

  -- Originators: Wells Fargo Bank, N.A.100%);
  -- 60+ day Delinquency: 15.72%;
  -- Realized Losses to date (% of Original Balance): 0.32%;
  -- Expected Remaining Losses (% of Current Balance): 6.54%;
  -- Cumulative Expected Losses (% of Original Balance): 2.30%.

ABFC, Series 2005-WMC1

  -- $175.2 million class A affirmed at 'AAA'
     (BL: 65.08, LCR: 3.88);

  -- $37.3 million class M-1 affirmed at 'AA+'
     (BL: 51.01, LCR: 3.04);

  -- $33.7 million class M-2 affirmed at 'AA+'
     (BL: 45.17, LCR: 2.69);

  -- $23.2 million class M-3 affirmed at 'AA'
     (BL: 40.01, LCR: 2.38);

  -- $16.1 million class M-4 affirmed at 'AA'
     (BL: 35.93, LCR: 2.14);

  -- $16.6 million class M-5 affirmed at 'AA-'
     (BL: 31.70, LCR: 1.89);

  -- $14.1 million class M-6, rated 'A+', placed on Rating
     Watch Negative (BL: 28.05, LCR: 1.67);

  -- $15.1 million class M-7 downgraded to 'A-' from 'A' and
     placed on Rating Watch Negative (BL: 24.04, LCR: 1.43);

  -- $11.6 million class M-8 downgraded to 'B+' from 'A-'
     (BL: 14.79, LCR: 0.88);

  -- $10.1 million class M-9 downgraded to 'B' from 'BBB+'
     (BL: 13.28, LCR: 0.79);

Deal Summary

  -- Originators: WMC Mortgage Corporation (100%);
  -- 60+ day Delinquency: 24.34%;
  -- Realized Losses to date (% of Original Balance): 1.19%;
  -- Expected Remaining Losses (% of Current Balance): 16.79%;
  -- Cumulative Expected Losses (% of Original Balance): 7.86%.

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


AUDIOVOX CORP: Earns $3.7 Million in Second Quarter Ended Aug. 31
-----------------------------------------------------------------
Audiovox Corporation reported net income of $3.7 million for the
fiscal 2008 second quarter, compared to a net loss of $2.0 million
in the fiscal 2007 second quarter.  Net income from continuing
operations for the fiscal 2008 second quarter was approximately
$3.7 million.  This compares to a net loss from continuing
operations of $1.6 million in the fiscal 2007 second quarter.

The company reported net sales for the fiscal 2008 second quarter
of $148.3 million, an increase of 52.2% compared to $97.4 million
reported in the comparable prior year quarter.

Gross margins for the period ended Aug. 31, 2007, increased 300
basis points to 19.2% compared to 16.2% in the fiscal 2007 second
quarter and over 100 basis points compared to 18.1% reported in
the fiscal 2008 first quarter.  Gross margins were favorably
impacted by higher margins associated with the recently acquired
companies as well as improved overall margins in the company's
core electronics business.

Operating expenses for the three months ended Aug. 31, 2007, were
$24.6 million, an increase of 23.3% compared to $19.9 million
reported in the comparable prior year period.  This increase of
$4.6 million is due to the recently acquired Thomson, Oehlbach and
Incaar operations.  Overhead for core operations was down
approximately $500,000 in the fiscal 2008 second quarter compared
to the similar period last year.  As a percentage of net sales,
operating expenses decreased to 16.6%, from 20.5% in the prior
year period due to higher sales and increased controls over fixed
costs.

Patrick Lavelle, resident and chief executive officer of Audiovox
stated, "I believe our results this quarter are reflective of our
strategic plan to expand our business, reduce costs and improve
services while delivering improved shareholder value."

Lavelle continued, "Both our core Electronics business and our
newly established Accessories group posted top-line growth and
increased margins during the first six months of the year.  This
is especially encouraging given the declines in our Electronics
group over the past several quarters and the impact of the flat
panel shortage.  We're gearing up for a strong holiday season and
believe our fiscal third quarter results will continue to
demonstrate that our strategy is working.  We've acquired three
businesses year to date, all of which are performing well and we
remain active on the M&A front.  Through organic growth and
acquisition, I am confident that Audiovox will remain a market
leader and I strongly believe that our collective efforts will
result in enhanced value for our shareholders."

                        Six Month Results

The company reported net sales for the six months ended Aug. 31,
2007 of $276.5 million, an increase of 32.5% compared to
$208.7 million reported in the comparable prior year period.  Net
income was $6.0 million compared to a net loss of $433,000 in the
fiscal 2007 second quarter.

Net income from continuing operations for the first six months of
fiscal 2008 was approximately $3.9 million.  This compares to net
income from continuing operations of $149,000 in the comparable
period last year.

At Aug. 31, 2007, the company's consolidated balance sheet showed
$513.2 million in total assets, $98.6 million in total
liabilities, and $414.6 million in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Aug. 31, 2007, are available for
free at http://researcharchives.com/t/s?2467

                          About Audiovox

Headquartered in Hauppauge, New York, Audiovox Corp. (Nasdaq:
VOXX) -- http://www.audiovox.com/-- is a supplier and value added   
service provider in the consumer electronics industry.  The
company conducts its business through subsidiaries and markets
mobile and consumer electronics products both domestically and
internationally under several of its own brands.  It also
functions as an original equipment manufacturer supplier to a wide
variety of customers, through several distinct distribution
channels.

                          *     *     *

In October 1997, Moody's Investors Service placed Audiovox Corp.'s
long term corporate family and bank loan debt ratings at 'B1'
which still hold to date.


AUTOMOTIVE PROFESSIONALS: Travelers Pact Hearing Set for Oct. 30
----------------------------------------------------------------
The Honorable Carol A. Doyle of the United States Bankruptcy Court
for the Northern District of Illinois will convene a hearing at
11:15 a.m., on Oct. 30, 2007, to consider approval of a
settlement, release and policy buyback agreement between The
Travelers Indemnity Company and Frances Gecker, the Chapter 11
Trustee in Automotive Professionals Inc.' bankruptcy case.

Objections to the agreement are due at 4:00 p.m. today, Oct. 23,
2007.

Under the agreement, Travelers will buy back, free and clear of
any interests and claims, the insurance policies it issued to the
Debtor and certain automobile dealers for $654,547.

In addition, Travelers agrees to the release of funds totaling
approximately $400,000 to the bankruptcy estate, which funds are
currently held in a certain contingent claim reserve escrow
account at J.P. Morgan Chase.

Furthermore, the Trustee agrees to pay Travelers $4,850,000, pro
rata, from each of the primary loss reserve funds for each
individual automobile dealer.

All remaining funds in the primary loss reserve funds, totaling
approximately $15 million, will be made available for distribution
to the automobile dealers.

Moreover, Travelers agrees to pay all valied covered repair claims
and certain mid-term cancellation charges arising under vehicle
service contracts.

Headquartered in Schaumburg, Illinois, Automotive Professionals
Inc. was in the business of servicing and marketing vehicle
service contracts.  The company filed for chapter 11 protection on
April 13, 2007, (Bankr. N.D. Ill. Case No. 07-06720).  Erich S.
Buck, Esq., and Kenneth G. Kubes, Esq., at Reed Smith LLP,
represent the Debtor.  When the Debtor filed for protection
against its creditors, it listed assets and debts between $1
million to $100 million.  On June 6, 2007, the Court appointed
Frances Gecker as the Debtor's chapter 11 trustee.  Frances Gecker
is represented by lawyers at Frank/Gecker LLP.


AVADO BRANDS: Committee Wants BDO Seidman as Financial Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Avado
Brands Inc. and its debtor-affiliates' chapter 11 cases asks the
United States Bankruptcy Court for the District of Delaware for
authority to retain BDO Seidman LLP, as its financial advisor,
nunc pro tunc to Sept. 17, 2007.

BDO Seidman will:

   a. analyze the financial operations of the Debtors prepetition
      and postpetition, as necessary;

   b. analyze the financial operations of any proposed
      transactiosn for which the Debtors seek Court approval,
      but not limited to, postpetition financing, management
      compensation and employee incentive and severance plans;

   c. perform claims analysis for the Committee;

   d. conduct "four wall" financial analysis and verify the
      physical inventory of merchandise, supplies, equipment and
      other material assets and liabilities, as necessary, and
      their values;

   e. assist the Committee in its review of monthly statements of
      operations to be submitted by the Debtors;

   f. assist the Committee in its evaluation of cash flow and
      other projections prepared by the Debtors;

   g. scrutinize cash disbursements on an on-going basis for the
      period subsequent to the commencement of the case;

   h. analyze transactions with insiders, related and affiliated
      companies;

   i. analyze transactions with the Debtors' financing
      institutions;

   j. attend meetings of creditors and conference with
      representative of the creditor groups and their counsel;

   k. perform forensic investigating services, as requested by the
      Committee and counsel, regarding prepetition activities of
      the Debtors in order to identify potential causes of action;
      and

   l. perform other necessary services as the Committee or its
      counsel may request from time to time with respect to the
      financial, business and economic issues that may arise.

The firm's professionals compensation rates are:

      Designations                 Hourly Rates
      ------------                 ------------
      Partners/Managing Directors  $400 - $775
      Directors & Sr. Managers     $300 - $600
      Managers                     $225 - $375
      Seniors                      $175 - $275
      Staff                        $125 - $200

William K. Lenhart, a certified public accountant and partner of
the firm, assures the Court that the firm is "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Mr. Lenhart can be reached at:

   William K. Lenhart, CPA
   BDO Seidman LLP
   330 Madison Avenue
   New York, NY 10017-5001
   Tel: (212) 885-8000
   Fax: (212) 697-1299
   http://www.bdo.com/

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

The Debtor filed for chapter 11 protection on Feb. 4, 2004 (Bankr.
N.D. Tex. Case No. 04-1555).  Deborah D. Williamson, Esq., and
Thomas Rice, Esq., at Cox & Smith Incorporated, represented the
Debtors.  On April 26, 2005, Judge Steven Felsenthal confirmed
Avado's Modified Plan of Reorganization and that Plan became
effective on May 19, 2005.

On Sept. 5, 2007, Avado filed a voluntary chapter 22 petition
(Bankr. D. Del. Case No. 07-11276) to complete an orderly sale of
its assets, via Section 363 of the Bankruptcy Code.  About 10 of
Avado's affiliates also filed for bankruptcy protection on the
same date (Bankr. D. Del. Case Nos. 07-11277 through 07-11286).  
Attorneys at Klee, Tuchin, Bogdanoff & Stern LLP; and Greenberg
Traurig, LLP represent the Debtors.  Otterbourg Steindler Houston
& Rosen P.C., and Pepper Hamilton LLP represent the Official
Committee of Unsecured Creditors.  In their second filing, the
Debtors disclosed estimated assets and debts between $1 million to
$100 million.


AVONELLE KIRWAN-GADSBY: Case Summary & 8 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Avonelle Kirwan-Gadsby
        21 Orinda Way, Suite C-192
        Orinda, CA 94563

Bankruptcy Case No.: 07-43462

Chapter 11 Petition Date: October 19, 2007

Court: Northern District of California (Oakland)

Judge: Edward D. Jellen

Debtor's Counsel: Kenneth Bauer
                  500 Ygnacio Valley Road, Suite 300
                  Walnut Creek, CA 94596
                  Tel: (925) 945-7945

Estimated Assets: Unstated

Estimated Debts:  $1 Million to $100 Million

Debtor's Eight Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
Sallie Mae                                                $82,385
P.O. Box 9500
Wilkes Barre, PA 18773

American Express                                           $2,366
P.O. Box 981537
El Paso, TX 79998

Verizon                                                      $595
National Recovery Department
P.O. Box 1850
Folsom, CA 95630

Chase Bank                                                   $326

American Express                                             $165

East Bay M.U.D.                                              $115

A.F.N.I., Inc.                                               $112

A.T.&T.                                                      $213


BEACON HILL: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Beacon Hill Baptist Church, Inc.
        110 Central Avenue
        Cheyenne, WY 82001

Bankruptcy Case No.: 07-20641

Type of Business: The Debtor is a religious organization.

Chapter 11 Petition Date: October 20, 2007

Court: District of Wyoming (Cheyenne)

Judge: Peter J. McNiff

Debtor's Counsel: Paul Hunter, Esq.
                  2616 Central Avenue
                  Cheyenne, WY 82001
                  Tel: (307) 637-0212

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

Debtor's list of its 11 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Alyse Exxell                                 $16,000
101 East Randol Mill Road
Arlington, TX 76011

Darrell Semones                              $12,000
P.O. Box 203
Hillsdale, WY 82060

Roy Krause                                    $9,200
120 Turk Road
Cheyenne, WY 82007

Home Depot                                    $5,344

Office Depot                                  $4,374

Sam's Club                                    $2,129

Mike Holmes                                   $2,000

Stan James                                    $1,953

William Derrick                               $1,750

Bank of America                               $1,161

Environmental Testing and Training              $529


BEAR STEARNS: BofA Seeks Clarification of Injunction Order
----------------------------------------------------------
Bank of America, N.A., and each of Bear Stearns High-Grade
Structured Credit Strategies Master Fund, Ltd., and Bear Stearns
High-Grade Structured Credit Strategies Enhanced Leverage Master
Fund, Ltd., entered into various derivative transactions,
including without limitation interest rate, total return, credit
spread, credit default and credit index swap transactions,
pursuant to International Swaps and Derivatives Association,
Inc., Master Agreements, dated November 4, 2003, and July 31,
2006.

Bank of America Securities, LLC, and each of the Foreign Debtors
also entered into repurchase and reverse repurchase transactions
pursuant to Master Repurchase Agreements, dated December 5, 2003,
and July 28, 2006.

Due to the Foreign Debtors' financial conditions, the Bank of
America Entities exercised their contractual rights, within the
meaning of Section 561(a) of the Bankruptcy Code, to terminate the
Derivative Transactions, and to accelerate the repurchase dates
for all of the Repurchase Transactions, Jantra Van Roy, Esq., at
Zeichner Ellman & Krause, LLP, in New York, tells the U.S.
Bankruptcy Court for the Southern District of New York.

On June 18, 2007, the Foreign Debtors, its manager Bear Stearns
Asset Management, Inc., and the Bank of America Entities entered
into a termination and purchase agreement, which provided, among
other things, that:

   (a) the Foreign Debtors will sell to Bank of America
       Securities each of the securities subject to the
       Repurchase Transactions under each of the Repurchase
       Agreements;

   (b) BANA will pay to Bank of America Securities all amounts
       owing to the Debtors as a result of the termination of the
       Derivate Transactions; and

   (c) the Foreign Debtors will transfer to BANA all voting,
       consent, and direction rights that they are entitled as a
       holder of "Preference Shares," as the term is defined in
       the Private Placement Agency Agreement between Bank of
       America and the Debtors.

The TPA also provided that so long as BSAM is Collateral Manager
within the meaning of the Placement Agreement, BANA will have
consent rights over each asset purchase, asset sale, entry into
hedge transaction, or any other action BSAM may take.  BANA will
also have consent rights over any exercise by BSAM of any voting
power, discretionary power, or any other rights and powers that
the Collateral Manager has.

To effectuate the transfer of the rights, the Enhanced Fund, as
Issuer, issued to BANA a "Voting Share."  The Enhanced Fund and
LaSalle Bank National Association, as trustee, under an
indenture, dated May 24, 2007, also amended the Indenture to
provide that all of the voting, consent, approval and direction
rights of the Preference Shares and the Preference Shareholders
will be exercised solely by the Voting Shareholders.  

The transfer of rights caused BANA to be the holder of the
Enhanced Fund's sole outstanding Voting Share, Mr. Van Roy says.

Mr. Van Roy tells the Court that BANA wants to exercise its
Voting Right to consent to and vote in favor of further amending
the LaSalle Indenture and related documents to provide that:

   (1) no payment will be made to any Preference Shareholder
       unless and until the entire indebtedness on all of the
       Enhanced Fund's outstanding Secured Floating Rates Notes
       of various classes and seniority have been paid and
       discharged; and

   (2) all of the Enhanced Fund's discount current and future
       commercial paper notes outstanding, have been paid and
       discharged and no more CP Notes will be issued by the
       Enhanced Fund.

Aristotelis Alexandros Galatopoulos, Esq., at Maples and Calder,
in George Town, Cayman Islands, representing the Bank of America
Entities, relates that the Enhanced Fund has share capital of
$950 divided into:

   -- 250 Ordinary Shares of a par value of $1 each,
   -- 60,000 Preference Shares of $0.01 par value each; and
   -- 100 Voting Shares of $1 par value each.

BANA retained Maples and Calder to give opinion on Cayman Island
laws.

Accordingly, BANA asks the U.S. Bankruptcy Court to determine
that the preliminary injunction order issued by the Hon. Burton
Lifland does not bar it from exercising its Voting Rights.  
In the alternative, BANA asks the Bankruptcy Court to modify
the Injunction Order to permit it to exercise its Voting Right.

Mr. Van Roy asserts that the Injunction Order does not bar BANA's
proposed exercise of voting rights because the exercise is not
barred by Cayman Islands law.

Mr. Van Roy points out that, on filing of a winding down
proceeding in the Cayman Islands, a stay prohibiting unsecured
creditors and investors from pursuing or commencing a "suit,
action, or proceeding" is effected pursuant to Section 101 of the
Cayman Islands Companies Law (2007 Revision) to enable an
insolvent company to avoid the inconvenience and expense of
litigation.

BANA's proposed exercise of its Voting Right does not constitute
a "suit, action, or proceeding," thus it is not stayed by Cayman
Islands law

Mr. Van Roy also noted that the joint official liquidators of the
Bear Stearns Funds have advised him that they believe that BANA's
exercise of its Voting rights would not violate the Injunction
Order.

                    About Bear Stearns Funds

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

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

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


BEAR STEARNS: Bankruptcy Appeal Assigned to Judge Robert Sweet
--------------------------------------------------------------
The appeal filed by Bear Stearns High-Grade Structured Credit
Strategies Master Fund, Ltd., and Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund, Ltd.,
from the order of Judge Burton Lifland of the U.S. Bankruptcy
Court for the Southern District of New York denying their request
for protection under Chapter 15 of the Bankruptcy Code is assigned
to Judge Robert Sweet of the U.S. District Court for the Southern
District of New York (Foley Square).

In a letter to Judge Sweet, Fred S. Hodara, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, proposed a briefing
schedule, which provides for deadlines for the submission of any
amicus briefs relating to the Appeal:

   November 7, 2007 -- Deadline for submission of Appellant's
                       opening brief and any amicus briefs in
                       support of the Appeal

   November 8, 2007 -- Deadline for submission of amicus briefs,
                       if any, in opposition to the Appeals

  December 12, 2007 -- Deadline for submission of Appellant's
                       reply to any amicus briefs submitted in
                       opposition to the Appeals

Mr. Hodara, on behalf of Simon Lovell Clayton Whicker and Kristen
Beighton at KPMG, the Bear Stearns Funds' official liquidators,
also proposed that any amicus briefs would be required to be
filed concurrently with the appropriate application seeking leave
from the District Court to file that brief.

Mr. Hodara told Judge Sweet that the Funds' Appeal present an
unusual circumstance in that there is no appellee because the
matter on appeal was uncontested before the Bankruptcy Court.  
Judge Lifland's Decision has also received significant press
coverage both in the United States and outside the United States,
and sparked public commentary and discussion because of its
implications.

Mr. Hodara further said that the Appeal raised an issue of first
impression in the United States relating to the application of
Chapter 15.  Thus, Mr. Hodara believes that non-parties may wish,
subject to receiving leave from the District Court, to submit
amicus briefs in support of, and in opposition to, the Appeals.

                    About Bear Stearns Funds

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

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

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


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

Bear Stearns High-Grade Structured Credit Strategies Master Fund,
Ltd., and Bear Stearns High-Grade Structure Credit Strategies
Enhanced Fund, Ltd., filed liquidation proceedings in the Grand
Court of Cayman Islands and ancillary proceedings under Chapter 15
of the U.S. Bankruptcy Code in July 2007.  Investors lost about
$1,600,000,000 in the Funds' collapse.

According to the Journal, the Massachusetts investigation appears
to be the first suggestion that potential conflicted trading at
Bear Stearns is being scrutinized.  Massachusetts regulators have
found "a material number of principal transactions" between Bear
Stearns Cos. and the hedge funds, Ms. Levitz says.

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

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

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

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

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

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

The U.S. Attorney's office in Brooklyn, New York, and the
Securities and Exchange Commission are conducting separate probe
on the circumstances of the Funds' collapse.

                    About Bear Stearns Funds

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

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

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


BOSTON SCIENTIFIC: Posts $272 Mil. Net Loss in Qtr. Ended Sept. 30
------------------------------------------------------------------
Boston Scientific Corporation disclosed financial results for the
third quarter ended Sept. 30, 2007, as well as guidance for net
sales for the fourth quarter of 2007.

Reported net loss for the third quarter of 2007 was $272 million.
Reported results for the third quarter of 2007 included after-tax
acquisition- and divestiture-related charges of $435 million,
which included an expected loss of approximately $352 million,
primarily associated with the impairment of goodwill in connection
with the anticipated sale of the company's auditory and drug pump
businesses and $75 million of in-process research and development
related to the acquisition of Remon Medical Technologies Inc.

Adjusted net income for the quarter, excluding acquisition- and
divestiture-related charges and amortization expense, was
$299 million.  

Reported net income for the third quarter of 2006 was $76 million.  
Reported results for the third quarter of 2006 included after-tax
acquisition-related charges of $77 million.  

Adjusted net income for the third quarter of 2006, excluding
acquisition-related charges and amortization expense, was
$271 million.

Net sales for the third quarter of 2007 were $2.048 billion as
compared to $2.026 billion for the third quarter of 2006.

Worldwide sales of the company's drug-eluting coronary stent
systems for the third quarter of 2007 were $448 million as
compared to $572 million for the third quarter of 2006.   

Worldwide sales of coronary stent systems for the third quarter of
2007 were $507 million as compared to $607 million for the third
quarter of 2006.

Worldwide sales of the company's CRM group for the third quarter
of 2007 were $517 million, as compared to worldwide CRM sales of
$446 million for the third quarter of 2006.  

"The quarter represented something of a turn for us, with a number
of positive developments, including our attaining the number one
position in worldwide drug-eluting stent sales, significant market
share growth in drug-eluting stents, strong year-over-year cardiac
rhythm management growth and continued solid growth in
Endosurgery," said Jim Tobin, president and chief executive
officer of Boston Scientific.  "Going forward, the restructuring
initiatives we announced earlier this week will help us better
focus on our core businesses and priorities, to strengthen the
company for the future and should lead to improved, long-term,
profitable sales growth."

                 Guidance for Fourth Quarter 2007

The company estimates net sales for the fourth quarter of 2007
between $2.05 billion and $2.15 billion.  

At Sept. 30, 2007, the company's consolidated balance sheet showed
$31.334 billion in total assets, $15.817 billion in total
liabilities, and $15.517 billion in total shareholders' equity.

                     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.


BOSTON SCIENTIFIC: S&P Holds Ratings and Removes Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Natick,
Massachussetts-based Boston Scientific Corp. (including the 'BB+'
corporate credit rating) and removed them from CreditWatch, where
they were placed with negative implications Aug. 3, 2007.  The
rating outlook is negative.
      
"The rating action reflects expectations that more aggressive
cost-cutting efforts and moderate debt paydown (via asset sales)
will modestly improve debt protection measures, notwithstanding
continuing pressures in two of the company's key markets," said
Standard & Poor's credit analyst Cheryl Richer.
     
The 'BB+' rating reflects Boston Scientific's broad portfolio of
market-leading medical devices and its strong cash flows.  These
strengths are offset by high debt leverage, operational
difficulties, and a contraction in both the cardiac rhythm
management and drug-eluting stent markets.
     
The company's acquisition of Guidant Corp. increased debt to $9
billion from $2 billion; debt was $8.9 billion at June 31, 2007,
and debt leverage increased to more than 4x for the 12 months
ended June 31, 2007 as a result of continued EBITDA erosion.  In
August 2007, Boston Scientific paid down $750 million of debt. Pro
forma (but adjusted for $125 million and $25 million of operating
leases and unfunded post retirement benefit obligations,
respectively), debt to EBITDA was 3.8x at June 30, 2007.  S&P
expect leverage to approach 3.5x by year end 2008, unless the
company experiences a further, substantial erosion in sales.


BRIGHTON PLACE: Case Summary & Two Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Brighton Place of Greenville, L.L.C.
        3280 Charles Boulevard, Suite A
        Greenville, NC 27858

Bankruptcy Case No.: 07-03966

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

Chapter 11 Petition Date: October 19, 2007

Court: Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: Trawick H Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P. O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's XX Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
   Trust Atlantic                                        $340,000
   Attention: Manager or Agent
   1310 West Arlington Boulevard
   Greenville, NC 27834

   Pitt County Tax Collector                              $22,094
   Attention: Manager or Agent
   P.O. Box 875
   Greenville, NC 27835


BRUCE KUEHNLE: Case Summary & Nine Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Bruce Edwin Kuehnle
        209 Chapelle Street
        Santa Fe, NM 87501

Bankruptcy Case No.: 07-12614

Chapter 11 Petition Date: October 21, 2007

Court: District of New Mexico (Albuquerque)

Judge: Mark B. McFeeley

Debtor's Counsel: Chris W. Pierce, Esq.
                  Velarde & Pierce
                  2531 Wyoming Boulevard, Northeast
                  Albuquerque, NM 87112
                  Tel: (505) 248-1828
                  Fax: (505) 843-8369

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's Nine Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
Bank Of America                                          $739,471
475 Crosspoint Parkway
Getzville, NY 14068

Ocwen Federal Bank                                       $734,101
12650 Ingenuity Drive
Orlando, FL 32826

Colonial Savings & Loans                                 $470,000
P.O. Box 2988
Fort Worth, TX 76113

Countrywide Home Lending                                 $423,105
450 American Street Credit
Reporting S
Simi Valley, CA 93065

Litton Loan Servicing                                    $103,171

E*trade                                                   $61,103

Bregman Law Firm                                          $35,000

Discover Fin.                                             $12,991

Chase                                                     $10,582


C-BASS: Fitch Downgrades Rating on Five Certificate Classes
-----------------------------------------------------------
Fitch Ratings has taken rating actions on two Credit-Based Asset
Servicing and Securitization LLC issues:

Series 2001-CB4 Group 1:

  -- Class IA-1 affirmed at 'AAA';

  -- Class IM-1 affirmed at 'AA';

  -- Class IM-2 downgraded to 'A-' from 'A', and placed on
     Rating Watch Negative;

  -- Class IB-1 downgraded to 'BB' from 'BBB', and placed on
     Rating Watch Negative.

Series 2001-CB4 Group 2:

  -- Class IIM-2 affirmed at 'AA-';
  -- Class IIB-1 affirmed at 'A'.

Series 2002-CB2:

  -- Classes A-1 and A-2 affirmed at 'AAA';

  -- Class M-1 affirmed at 'AA';

  -- Class M-2 downgraded to 'BBB+' from 'A';

  -- Class B-1 downgraded to 'C' from 'BB+' and assigned
     Distressed Recovery rating of 'DR3'.

  -- Class B-2 downgraded to 'C' from 'BB' and assigned DR
     rating of 'DR5'.

The underlying collateral the aforementioned transactions consists
of first and second liens extended to sub-prime borrowers with a
small percentage (less than 10%) of sub-performing and re-
performing loans at origination.  

The affirmations reflect adequate relationships of credit
enhancement to future loss expectations and affect approximately
$49.6 of outstanding certificates.  The classes with negative
rating actions reflect the deterioration in the relationship of CE
to future loss expectations and affects approximately $7 million
of outstanding certificates.  Group 1 of series 2001-CB4 and
series 2002-CB2 both have experienced several months of depletion
in the overcollateralization as a result of monthly losses
exceeding excess spread.  In addition, the trusts have pools
factors close to or at 10%.  The minimal pool balances increase
the volatility of the trusts and adds negative pressure to the
subordinate bonds.

All the above transactions are being serviced by Litton Loan
Servicing LP, which is rated 'RPS1', Rating Watch Negative by
Fitch.  'RPS1' is the highest servicer rating available by Fitch.


CAREY INT'L: Likely Refinancing Cues Moody's to Lift Rating to B3
-----------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
Carey International Inc. to B3 from Caa2 based on the expectation
of a new capital structure and a refinancing of the debt that
provides the company with financial flexibility.  Simultaneous
with the execution of this new capital structure, the CFR and
ratings on the existing bank debt will be withdrawn.


CARRINGTON MORTGAGE: Fitch Affirms Ratings on $2.32BB Certificates
------------------------------------------------------------------
Fitch Ratings has taken rating actions on Carrington Mortgage Loan
Trust mortgage pass-through certificates.  Affirmations total
$2.32 billion and classes on Rating Watch Negative total
$25 million.  Break Loss percentages and Loss Coverage Ratios for
each class are included with the rating actions as:

Carrington Mortgage Loan Trust, Series 2005-NC1

  -- $9.8 million class A affirmed at 'AAA' (BL:98.63,
     LCR:12.25);

  -- $35.5 million class M-1 affirmed at 'AA+' (BL:82.7,
     LCR:10.27);

  -- $32.4 million class M-2 affirmed at 'AA' (BL:63.45,
     LCR:7.88);

  -- $20.5 million class M-3 affirmed at 'AA-' (BL:27.12,
     LCR:3.37);

  -- $27.8 million class M-4 affirmed at 'A' (BL:22.21,
     LCR:2.76);

  -- $16.9 million class M-5 affirmed at 'A-' (BL:19.2,
     LCR:2.38);

  -- $15.9 million class M-6 affirmed at 'BBB+' (BL:16.37,
     LCR:2.03);

  -- $12.8 million class M-7 affirmed at 'BBB' (BL:14.18,
     LCR:1.76);

  -- $10.3 million class M-8 affirmed at 'BBB-' (BL:12.55,
     LCR:1.56);

  -- $10.3 million class M-9 affirmed at 'BB+' (BL:11.38,
     LCR:1.41).

Deal Summary

  -- Originators: 100% New Century;
  -- 60+ day Delinquency: 27.98%;
  -- Realized Losses to date (% of Original Balance): 0.43%;
  -- Expected Remaining Losses (% of Current Balance): 8.05%;
  -- Cumulative Expected Losses (% of Original Balance): 2.17%.

Carrington Mortgage Loan Trust, Series 2005-NC2

  -- $4.2 million class A affirmed at 'AAA' (BL:99.54,
     LCR:19.19);

  -- $28.1 million class M-1 affirmed at 'AA+' (BL:86.07,
     LCR:16.59);

  -- $25.5 million class M-2 affirmed at 'AA' (BL:72.21,
     LCR:13.92);

  -- $15.3 million class M-3 affirmed at 'AA' (BL:63.18,
     LCR:12.18);

  -- $26.6 million class M-4 affirmed at 'A' (BL:22.9,
     LCR:4.41);

  -- $12 million class M-5 affirmed at 'A-' (BL:17.77,
     LCR:3.43);

  -- $10.9 million class M-6 affirmed at 'BBB+' (BL:15.55,
     LCR:3);

  -- $9.8 million class M-7 affirmed at 'BBB' (BL:13.59,
     LCR:2.62);

  -- $8.7 million class M-8 affirmed at 'BBB' (BL:11.9,
     LCR:2.29);

  -- $7.6 million class M-9 affirmed at 'BB+' (BL:10.73,
     LCR:2.07).

Deal Summary

  -- Originators:100% New Century;
  -- 60+ day Delinquency: 24.37%;
  -- Realized Losses to date (% of Original Balance): 0.28%;
  -- Expected Remaining Losses (% of Current Balance): 5.19%;
  -- Cumulative Expected Losses (% of Original Balance): 1.51%.

Carrington Mortgage Loan Trust, Series 2005-NC3

  -- $281 million class A affirmed at 'AAA' (BL:64.71,
     LCR:6.8);

  -- $52.6 million class M-1 affirmed at 'AA+' (BL:56.95,
     LCR:5.99);

  -- $81.2 million class M-2 affirmed at 'AA' (BL:44.96,
     LCR:4.73);

  -- $26.7 million class M-3 affirmed at 'AA-' (BL:37.92,
     LCR:3.99);

  -- $53.5 million class M-4 affirmed at 'A' (BL:20.84,
     LCR:2.19);

  -- $29.4 million class M-5 affirmed at 'A-' (BL:18.33,
     LCR:1.93);

  -- $33 million class M-6 affirmed at 'BBB+' (BL:15.49,
     LCR:1.63);

  -- $25.8 million class M-7 affirmed at 'BBB' (BL:13.24,
     LCR:1.39);

  -- $19.6 million class M-8 affirmed at 'BBB-' (BL:11.69,
     LCR:1.23);

  -- $21.4 million class M-9 affirmed at 'BB+' (BL:10.44,
     LCR:1.1).

Deal Summary

  -- Originators: 100% New Century;
  -- 60+ day Delinquency: 18.49%;
  -- Realized Losses to date (% of Original Balance): 0.37%;
  -- Expected Remaining Losses (% of Current Balance): 9.51%;
  -- Cumulative Expected Losses (% of Original Balance): 3.98%.

Carrington Mortgage Loan Trust, Series 2005-NC4

  -- $203.5 million class A affirmed at 'AAA' (BL:53.27,
     LCR:9.64);

  -- $29 million class M-1 affirmed at 'AA+' (BL:45.71,
     LCR:8.27);

  -- $25.9 million class M-2 affirmed at 'AA' (BL:38.92,
     LCR:7.05);

  -- $18 million class M-3 affirmed at 'AA' (BL:31.53,
     LCR:5.71);

  -- $27 million class M-4 affirmed at 'A+' (BL:26.5, LCR:4.8);

  -- $11.7 million class M-5 affirmed at 'A' (BL:23.46,
     LCR:4.25);

  -- $11.4 million class M-6 affirmed at 'A-' (BL:20.33,
     LCR:3.68);

  -- $9.3 million class M-7 affirmed at 'BBB+' (BL:17.82,
     LCR:3.23);

  -- $6.9 million class M-8 affirmed at 'BBB' (BL:16.11,
     LCR:2.92);

  -- $13.1 million class M-9 affirmed at 'BBB-' (BL:13.07,
     LCR:2.37);

  -- $5.5 million class M-10 affirmed at 'BB+' (BL:12.01,
     LCR:2.17).

Deal Summary

  -- Originators: 100% New Century;
  -- 60+ day Delinquency: 11.40%;
  -- Realized Losses to date (% of Original Balance): 0.31%;
  -- Expected Remaining Losses (% of Current Balance): 5.52%;
  -- Cumulative Expected Losses (% of Original Balance): 3.37%.

Carrington Mortgage Loan Trust, Series 2005-NC5

  -- $368.5 million class A affirmed at 'AAA' (BL:53.65,
     LCR:7.98);

  -- $52.4 million class M-1 affirmed at 'AA+' (BL:45.99,
     LCR:6.84);

  -- $49 million class M-2 affirmed at 'AA' (BL:38.79,
     LCR:5.77);

  -- $32.9 million class M-3 affirmed at 'AA-' (BL:33.93,
     LCR:5.05);

  -- $24.1 million class M-4 affirmed at 'A+' (BL:30.33,
     LCR:4.51);

  -- $44.3 million class M-5, M-6 affirmed at 'A' (BL:20.32,
     LCR:3.02);

  -- $16.1 million class M-7 affirmed at 'A-' (BL:16.3,
     LCR:2.42);

  -- $18.1 million class M-8 affirmed at 'BBB+' (BL:14.29,
     LCR:2.13);

  -- $16.1 million class M-9 affirmed at 'BBB' (BL:12.46,
     LCR:1.85);

  -- $14.7 million class M-10 affirmed at 'BBB-' (BL:11.14,
     LCR:1.66);

  -- $6.7 million class M-11 affirmed at 'BB+' (BL:10.71,
     LCR:1.59).

Deal Summary

  -- Originators: 100% New Century;
  -- 60+ day Delinquency: 18.74%;
  -- Realized Losses to date (% of Original Balance): 0.30%;
  -- Expected Remaining Losses (% of Current Balance): 6.72%;
  -- Cumulative Expected Losses (% of Original Balance): 3.61%.

Carrington Mortgage Loan Trust, Series 2005-OPT2

  -- $81.8 million class A affirmed at 'AAA' (BL:87.06,
     LCR:7.06);

  -- $87.8 million class M1 affirmed at 'AA+' (BL:66.26,
     LCR:5.37);

  -- $48.3 million class M2 affirmed at 'AA' (BL:54.67,
     LCR:4.43);

  -- $28.2 million class M3 affirmed at 'AA-' (BL:47.86,
     LCR:3.88);

  -- $26.7 million class M4 affirmed at 'A+' (BL:38.76,
     LCR:3.14);

  -- $24.5 million class M5 affirmed at 'A' (BL:33.12,
     LCR:2.68);

  -- $22.3 million class M6 affirmed at 'A-' (BL:27.47,
     LCR:2.23);

  -- $20 million class M7 affirmed at 'BBB+' (BL:21.43,
     LCR:1.74);

  -- $14.3 million class M8 affirmed at 'BBB+' (BL:16.87,
     LCR:1.37);

  -- $25 million class M9, rated 'BBB-', placed on Rating Watch
     Negative (BL:16.34, LCR:1.32).

Deal Summary

  -- Originators: 100% Option One;
  -- 60+ day Delinquency: 28.14%;
  -- Realized Losses to date (% of Original Balance): 0.52%;
  -- Expected Remaining Losses (% of Current Balance): 12.34%;
  -- Cumulative Expected Losses (% of Original Balance): 3.99%.

These transactions were placed on 'Under Analysis' on Sept. 28,
2007.  The rating actions are based on changes that Fitch has made
to its subprime loss forecasting assumptions. The updated
assumptions better capture the deteriorating performance of pools
from 2006 and late 2005 with regard to continued poor loan
performance and home price weakness.


CDC MORTGAGE: Fitch Retains Junk Ratings on Two Cert. Classes
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on the CDC Mortgage
Capital Trust residential mortgage pass-through certificates
listed below:

Series 2003-HE1

  -- Class M-1 affirmed at 'AA';
  -- Class M-2 downgraded to 'BBB-' from 'A+' and placed on
     Rating Watch Negative;
  -- Class M-3 downgraded to 'B' from 'BBB+';
  -- Class B-1 remains at 'CCC/DR1';
  -- Class B-2 remains at 'C/DR6'.

Series 2004-HE1

  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class B-1 downgraded to 'BBB-' from 'BBB+' and placed on
     Rating Watch Negative;
  -- Class B-2 downgraded to 'B' from 'BBB';
  -- Class B-3 downgraded to 'CC/DR3' from 'BBB-' and removed
     from Rating Watch Negative.

The affirmations, affecting approximately $101.8 million of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  The downgrades, affecting
approximately $12.7 million of the outstanding certificates,
reflect a deteriorating relationship between credit enhancement
and expected loss.

Since Fitch last took rating action on series 2003-HE1 in April
2007, losses continued to exceed excess spread and, as a result,
completely eroded the overcollateralization and began writing-down
class B-2.  The cumulative loss as a percentage of the original
collateral balance is 2.09% and the 60+ DQ as a percentage of the
current collateral balance is 22.2%.  Losses are expected to
continue to exceed excess spread and write-down subordinate
classes.

Since being placed on Rating Watch Negative in April 2007, losses
on series 2004-HE1, class B-3 have continued to exceed excess
spread over the last five months and, as a result, continued to
erode the OC below target.  As of the September 2007 remittance
date, the OC is $2.6 million below the target of $4.4 million.  
The OC as a percent of the current collateral balance is 2.34%
($4.4 million).  The cumulative loss as a percentage of the
original collateral balance is 1.07% and the 60+ DQ as a
percentage of the current collateral balance is 20.9%.  Losses are
expected to continue to exceed excess spread.

The collateral of the above transaction consists of fixed-rate and
adjustable-rate subprime mortgage loans secured by first and
second liens on residential properties.  The mortgage loans were
originated by various originators.  The loans collateralizing
series 2003-HE1 are serviced by Ocwen Financial Corp. (rated
'RPS2' by Fitch) and the loans collateralizing series 2004-HE1 are
serviced by Countrywide Home Loans, Inc. (rated 'RPS1-').

As of the September 2007 remittance date, series 2003-HE1 has a
pool factor of 6% and series 2004-HE1 has a pool factor of 9%.
Series 2003-HE1 is seasoned 54 months and series 2004-HE1 is
seasoned 43 months.


CELLEGY PHARMA: Posts $321,000 Net Loss in Qtr. Ended Sept. 30
--------------------------------------------------------------
Cellegy Pharmaceuticals Inc. reported a net loss of $321,000 for
the third quarter ended Sept. 30, 2007, compared with a net loss
of $1.6 million for the same period ended Sept. 30, 2006.

The company had no revenues for the three month period ended
Sept. 30, 2007, compared to revenues of $172,000 for the three
month period ended Sept. 30, 2006.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$2.4 million in total assets, $636,000 in total liabilities, and
$1.8 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?246b

                        Going Concern Doubt

Mayer Hoffman McCann PC, in Plymouth Meeting, Pa., expressed
substantial doubt about Cellegy Pharmaceuticals Inc.'s ability to
continue as a going concern after auditing company's financial
statements ended Dec. 31, 2006.  The auditing firm pointed to the
company's recurring losses from operations and limited working
capital to pursue its business alternatives.

                   About Cellegy Pharmaceuticals

Headquartered in Quakertown, Pennsylvania, Cellegy Pharmaceuticals
Inc. (OTC BB: CLGY.OB) -- is a specialty biopharmaceutical
company.  Following the company's decision to eliminate its direct
research activities and the sale of its assets to ProStrakan in
late 2006, the company's operations currently relate primarily to
the ownership of its intellectual property rights relating to the
Biosyn product candidates and the evaluation of its remaining
options and alternatives with respect to its future course of
business.


CENTERSTAGING CORP: Stonefield Expresses Going Concern Doubt
------------------------------------------------------------
Stonefield Josephson Inc. raised substantial doubt about
CenterStaging Corp.'s ability to continue as a going concern after
it audited the company's financial statements for the fiscal year
ended June 30, 2007.  The auditing firm pointed to the company's
substantial net losses, substantial monetary liabilities in excess
of monetary assets as of June 30, 2007, and stockholders' deficit.  
The auditing firm also pointed to the company's significant
amounts of debt coming due in the next 12-month period.

The company posted a $17,777,913 net loss on $6,756,536 of revenue
for the year ended June 30, 2007, as compared with a $25,298,931
net loss on $5,705,241 of total revenues in the prior year.

At June 30, 2007, the company's balance sheet showed $7,255,879 in
total assets and $19,289,566 in total liabilities, resulting in
$12,699,360 total stockholders' deficit.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2463

                        About CenterStaging

Based in Burbank, California, CenterStaging Corp. (OTC BB:CNSC.OB)
-- http://www.centerstaging.com -- is the parent company of  
CenterStaging Musical Production Inc. and its division
rehearsals.com.  The company provides rehearsal and production
services for all facets of the entertainment industry.  The
150,000 square foot facility features 11 rehearsal studios, one
sound stage, a high-definition broadcast center, thousands of
musical instruments and backline equipment in Burbank, Calif.  The
facility houses rehearsals.com which is envisioned as a gateway
into the professional artist's workshop, and provides streaming
video as well as digital audio programming, exclusive
performances, candid artist interviews and intimate lessons from
the masters.


CHRYSLER LLC: UAW Leaders Urge Key Locals to Accept Labor Pact
--------------------------------------------------------------
United Auto Workers union leaders are trying to sweet talk members
at three Chrysler LLC plants in Indiana, Michigan and Illinois,
each employing more than 1,00 workers, to approve a tentative
labor contract between the union and the carmaker, various sources
say.

According to Josee Valcourt of the Wall Street Journal, lobbying
efforts are directed at:

   * members of a key local in Kokomo, Indiana, who are voting
     today, Oct. 23, 2007,

   * members of a key local in Sterling Heights, Michigan, who
     are voting on tomorrow, and

   * members of a small local in Belvidere, Illinois, voting
     later this week.

As reported in yesterday's Troubled Company Reporter, four large
union locals, representing a majority vote of Chrysler's 45,000
union members, rejected the United Auto Workers union's pact with
Chrysler LLC over the weekend.  Locals from Delaware, Missouri and
Ohio turned down the pact on Saturday while a Detroit local with
2,200 UAW members, vetoed it on Sunday.

Union officials are expected to release the results later this
week, the AFP reports.

As previously reported, Bill Parker, Chair of the 2007 UAW
Chrysler National Negotiating Committee, who voted against the new
tentative labor agreement between Chrysler LLC and the United Auto
Workers union, released a minority report to the members of the
UAW Chrysler Council, urging the Council to reject Chrysler's
offer and let the Committee return to the bargaining table.

The UAW Chrysler Council, which includes local union leaders from
Chrysler LLC facilities throughout the U.S., voted overwhelmingly
to recommend ratification of the tentative agreement reached on
Oct. 10, 2007.

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

                       About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler,
Jeep, and Dodge brand names.  It also sells parts and
accessories under the MOPAR brand.

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

                           *    *    *

On Oct. 1, 2007, Standard & Poor's Ratings Services placed its
corporate credit ratings on Chrysler LLC and DaimlerChrysler
Financial Services Americas LLC on CreditWatch with positive
implications.

As reported in the Troubled Company Reporter on Aug. 8, 2007,
Standard & Poor's Ratings Services revised its loan and recovery
ratings on Chrysler LLC (B/Negative/--), including a 'BB-' rating
to the $5 billion "first-out" first-lien term loan tranche.  This
rating, two notches above the corporate credit rating of 'B' on
Chrysler LLC, and the '1' recovery rating indicate S&P's
expectation for very high recovery in the event of payment
default.  S&P also assigned a 'B' rating to the
$5 billion "second-out" first-lien term loan tranche.  This
rating, the same as the corporate credit rating, and the '3'
recovery rating indicate S&P's expectation for a meaningful
recovery in the event of payment default.

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


CII CARBON: Moody's Puts Corporate Family Rating at B2
------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
CII Carbon LLC, and a B2 probability of default rating.  At the
same time, Moody's assigned a B1 rating to CII Carbon's secured
bank facility and a B3 rating to CII's and CII Carbon Corp.'s (co-
issuers) $235 million guaranteed senior subordinated notes due
2015.  Moody's also assigned a B2 CFR to Rain Calcining Limited
(RCL, the parent of CII) and a B1 rating to RCL's secured bank
facility.

CII was acquired by RCL in July 2007 in a primarily cash
transaction valued at $619 million.  The equalization of the two
CFRs incorporates Moody's view that RCL's acquisition of CII
Carbon has strategic benefits that will inure to the benefit of
both companies, and that there will be interdependence and
business activity between the two companies.  CII will represent a
significant proportion of RCL's consolidated operations.  RCL's
CFR reflects Moody's opinion on RCL's ability to honor its
financial obligations as if it had a single class of debt and a
single consolidated legal entity structure.  The ratings outlook
is stable.  This is the first time Moody's has assigned a rating
to RCL.  Moody's had withdrawn CII's ratings (B1 corporate family
rating) following its acquisition by RCL and repayment of its
prior bank facilities.

"The effective downgrade of CII's CFR to B2 from B1 reflects the
almost doubling in debt levels at CII resulting in a LTM June 30,
2007 pro-forma debt/EBITDA ratio of roughly 6x, and its relatively
small revenue base", notes Carol Cowan, lead analyst for CII.  
However, the rating incorporates CII's position as the second
largest producer of anode grade calcined petroleum coke (CPC)
globally, its strong contract position for both raw material
(green petroleum coke -- GPC) requirements and CPC offtake and the
relative stability of revenues and margins, even during periods of
weakness in the aluminum industry.

CPC is a critical raw material required for the production of
carbon anodes used in the aluminum smelting process. Green coke, a
petroleum refining by-product, represents approximately 70% of the
cost of making calcined coke. There is no known economic
substitute for anode grade calcined coke.  As aluminum cannot be
produced without calcined coke consumption in the smelting
process, CII's performance is more sensitive to aluminum
production levels than it is to aluminum price.  Aluminum
production continues to grow year to year and Moody's does not
expect significant cutbacks in production.  Consequently Moody's
expects CII to continue to evidence free cash flow generating
ability and focus on debt reduction.  Using the Moody's Global
Chemical Industry Methodology, CII maps to a "B" rating level with
key drivers being its small size and debt levels relative to
EBITDA and its limited capital base.

"The B2 CFR on RCL reflects the combined entity's position as the
world's largest producer of CPC, with an approximate 13% market
share, with this strong market position further reinforced by the
company's well-established and geographically diverse operations"
says Elizabeth Allen, lead analyst for RCL.  Upon the successful
integration of CII's acquisition, RCL should benefit from a
competitive cost structure, stemming from the expected improvement
in integrated operations, good access to key raw material (GPC)
sources, and efficient logistics given the favorable location of
operations and accessibility to end-user markets."

"Also underpinning the ratings is the long-term relationships
established with key customers and the diversified customer base,"
adds Cowan.

However, key challenges for the ratings include (a) the high
financial risk profile, in light of the substantially debt
financed acquisition of CII that results in consolidated gearing
(as denoted by debt/EBITDA) peaking at 6x in FY2007, before
recovering to the mid-4x range in the medium term; and (b)
execution and integration risks, which include achieving
anticipated synergies, considering the size of CII and that it is
domiciled in a developed market.  Also, the majority of RCL's
business is exposed to the risk of a single end-user industry --
that is, exposure to the cyclical demand and production rates of
the primary aluminum industry.

When mapped to Moody's Global Chemical Industry Methodology, RCL's
consolidated performance indicates a Ba rating category.  However,
the biggest drivers of the B2 rating outcome are: 1) the
significant rise in financial risk profile (given the largely debt
financed acquisition transaction), 2) the resultant higher debt
service requirements and 3) the execution and integration risks
embedded in the CII acquisition.  The rating also incorporates
Moody's moderately favorable outlook of the CPC industry that is
correlated to the expected continuing increase in aluminum
production.

The ratings on CII's bank facilities reflect the application of
Moody's loss given default rating methodology.  The secured bank
facility totals $395 million and contains tranches available to
CII Carbon ($220 million) and RCL ($175 million).  The CII lenders
have security interests in all CII assets and a limited secured
guarantee of $150 million from RCL (subject to a RCL net worth
formula as per Indian central bank regulations) while the RCL
lenders have security interests in all of CII and RCL assets as
well as guarantees from CII and RCL.  Based upon the guarantee
level (which is not subject to reduction should net worth decline
from current levels), Moody's views the CII and RCL lenders
positions as relatively equal and given the level of deficiency on
the collateral base relative to the level of debt, the ratings on
the CII bank tranches and RCL bank tranches are equalized at a B1
rating and are only one notch above the corporate family ratings.
The B3 rating on CII's/CII Carbon Corp's guaranteed senior
subordinated notes also reflects the application of Moody's loss
given default rating methodology and considers the position of the
notes behind the $395 million secured bank facility.  While the
notes are guaranteed by RCL (subject to a RCL net worth formula as
per Indian central bank regulations), Moody's sees no residual
asset value in the guarantee supporting the notes given the size
of the bank facility and deficiency levels in its collateral
package.  While the notes are subordinated to the bank facility,
they are at parity with trade payables and senior to more junior
instruments in the capital structure and are viewed as a senior
unsecured instrument.

The stable outlook is premised on the likelihood of a timely and
smooth integration of CII operations, and RCL's ability to harness
the synergistic benefits arising from the acquisition.  The
outlook also incorporates the expectation that post acquisition,
the combined RCL group would sustain its position as the world's
largest calcined coke producer, and use the expected free cash
flows to pare down debts.  Given the tight market conditions for
GPC and the strong demand for CPC based upon aluminum production
levels, Moody's expects fundamentals for the calcining industry to
remain strong over the next two years, thereby contributing to
free cash flows at both CII and RCL for debt reduction.

Assignments:

Issuer: CII Carbon LLC

   -- Corporate Family Rating, Assigned B2
   -- Probability of Default Rating, Assigned B2
   -- Senior Secured Bank Credit Facility, Assigned B1 LGD 3, 35%

Issuer: CII Carbon LLC and CII Carbon Corp

   -- Gtd Senior Subordinated Regular Bond/Debenture, Assigned B3,
      LGD 4, 62%

Issuer: Rain Calcining Limited

   -- Corporate Family Rating, Assigned B2
   -- Senior Secured Bank Credit Facility, Assigned B1

CII, formed in 1988 and headquartered in Kingwood, Texas, is the
second largest producer of calcined coke globally with
approximately 1.9mt capacity and seven operating locations in the
United States.  Fiscal 2006 revenues were $355 million.

RCL, established in 1989, is primarily involved in the production
of calcined coke (CPC), is one of the top five calciners globally,
and the largest producer in Asia.  It has an annual production
capacity of 0.6 million tons, and its plant is located in
Visakhapatnam (India).  It recorded a net profit of Rs0.7 billion
($16.8 million equiv) on a turnover of Rs7.0 billion for FYE March
31, 2007.  RCL is listed in the National Stock Exchange and Mumbai
Stock Exchange.


CITIGROUP COMMERCIAL: S&P Affirms Ratings on 22 Cert. Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 22
classes of commercial mortgage pass-through certificates from
Citigroup Commercial Mortgage Trust 2004-C2.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the Oct. 17, 2007, remittance report, the trust collateral
consisted of 106 mortgage loans with an aggregate principal
balance of $1.00 billion, compared with $1.03 billion and the same
number of loans at issuance.  Excluding the $81.3 million (8%) of
collateral in the pool that was defeased, the master servicer,
Midland Loan Services Inc., reported financial information for
100% of the loans in the pool.  Ninety-four percent of the
servicer-reported information was full-year 2006 data. Based on
this information, Standard & Poor's calculated a weighted average
debt service coverage of 1.57x, up from 1.39x at issuance.  All of
the loans in the pool are current, and no loans are with the
special servicer.  The trust has experienced no losses to date.
     
The top 10 exposures secured by real estate have an aggregate
outstanding balance of $300.1 million (30%).  Year-end 2006
financial information was available for eight of the top 10
exposures.  Based on this information, Standard & Poor's
calculated a weighted average DSC of 1.48x, compared with 1.29x at
issuance.  While the fourth- and sixth-largest exposures do not
appear on the watchlist, Standard & Poor's stressed these
exposures due to potential lease roll and lack of financial
information.  Details of these exposures are:

     -- The fourth-largest exposure, the California Office
        portfolio ($33.9 million, 3%), is secured by two
        suburban office properties and one suburban
        office/industrial property totaling 255,500 sq. ft. in
        Orange County, California.   More than 35% of the gross
        leasable area is rolling for each property in the next
        12 months.  The borrower has not provided an update on
        the leasing status of these properties.  The master
        servicer reported a combined DSC of 1.54x as of year-
        end 2006 and 96% occupancy as of July 2007.

     -- The sixth-largest exposure in the pool, Bay Harbor
        Apartments ($23.0 million, 2%), is secured by a 339-
        unit multifamily apartment complex in Ft. Myers,
        Florida.  The borrower has not provided the 2006
        financial or performance information for the property.  
        Midland reported a DSC of 1.94x and occupancy of 94% as
        of year-end 2005.  
     
The master servicer reported 14 loans totaling $82.0 million (8%)
on the watchlist.  The largest loan on the watchlist, Arena Towers
($19.7 million, 2%), is secured by an 816,500-sq.-ft. suburban
office property in Houston, Texas.  The loan is on the watchlist
due to a low reported DSC of 0.46x as of year-end 2006.  Occupancy
was 67% as of August 2007.
     
The second-largest loan on the watchlist, Channel Islands Village
($17.7 million, 2%), is secured by a 214-unit multifamily
apartment complex in Oxnard, California.  The loan appears on the
watchlist due to a low DSC of 1.08x as of year-end 2006, which
Midland attributed to higher operating expenses.  Occupancy was
100% as of July 2007.  The remaining loans are on the watchlist
due to low DSCs and low occupancies.
     
Standard & Poor's stressed various assets in the mortgage pool as
part of its analysis, including those on the watchlist or
otherwise considered credit impaired.  The resultant credit
enhancement levels adequately support the affirmed ratings.


          Citigroup Commercial Mortgage Trust 2004-C2
         Commercial mortgage pass-through certificates

          Class          Rating    Credit enhancement
          -----          ------     ----------------
          A-1            AAA              20.57
          A-2            AAA              20.57
          A-3            AAA              20.57
          A-4            AAA              20.57
          A-5            AAA              20.57
          A-1A           AAA              20.57
          A-J            AAA              16.07
          B              AA               12.60
          C              AA-              11.57
          D              A                 9.77
          E              A-                8.48
          F              BBB+              7.20
          G              BBB               6.17
          H              BBB-              4.76
          J              BB+               4.11
          K              BB                3.47
          L              BB-               2.96
          M              B+                2.44
          N              B                 2.06
          O              B-                1.67
          XC             AAA                N/A
          XP             AAA                N/A


                    N/A - Not applicable.


COMPAGNIE EUROPEENNE: Court Grants Motion for Permanent Injunction
------------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York has granted the motion for permanent injunction filed by
Clive Thomas as foreign representative of Compagnie Europeenne
d'Assurances Industrilles S.A..

As reported in the Troubled Company Reporter on July 26, 2007, the
motion for permanent injunction was filed pursuant to a chapter 15
petition Mr. Thomas filed in behalf of Compagnie Europeenne on
June 28, 2007 (Bankr. S.D.N.Y. Case No. 07-12009).

Headquartered in Brussels, Belgium and Surrey, England, Compagnie
Europeenne d'Assurances Industrielles S.A. was an insurance
company underwriting a wide array of insurance and reinsurance
business, including marine, transport and aviation, industrial
risks, fire and allied perils, liability, casualty, private lines
and commercial insurance between 1974 and 1994.


COPANO ENERGY: Completes $612.6 Mil. Buyout of Cantera Natural
--------------------------------------------------------------
Copano Energy LLC has closed its acquisition of Cantera Natural
Gas LLC for $612.6 million in cash, including $50.1 million of
estimated net working capital and other closing adjustments, and
3,245,817 Copano Class D units issued to the seller in a private
placement.
    
Cantera's assets consist of:

   -- a 51% managing member interest in Bighorn Gas Gathering
      LLC; and

   -- a 37.04% managing member interest in Fort Union Gas
      Gathering LLC, which operate natural gas pipeline systems
      in Wyoming's Powder River Basin.

The Bighorn system includes approximately 238 miles of natural gas
gathering pipelines, which deliver natural gas into the Fort Union
system.  The Fort Union system consists of an approximately 105-
mile, 24" pipeline with a 62-mile loop.
    
"We look forward to working with our new team in Denver to serve
producers in the Powder River Basin as we continue to build Copano
on a combined basis," John Eckel, chairman and chief executive
officer of Copano, stated.
    
The cash portion of the acquisition price was funded through a
$335 million private placement of equity securities, and
borrowings under an expanded $550 million revolving credit
facility led by Bank of America N.A., both of which also closed on
Oct. 19, 2007.

                  About Cantera Natural Gas LLC

Based in Denver, Colorado, Cantera Natural Gas LLC is into natural
gas transmission business.  The was founded in 2003.
    
                      About Copano Energy

Headquartered in Houston, Texas, Copano Energy LLC (Nasdaq: CPNO)
-- http://www.copanoenergy.com/-- is a midstream natural gas  
company with natural gas gathering, intrastate pipeline and
natural gas processing assets in the Texas Gulf Coast region and
in Central and Eastern Oklahoma.

                          *     *     *

Moody's Investor Service placed Copano Energy's probability of
default rating at 'B1' in September 2006.  The outlook is
positive.  The rating still holds to date.


COUNTRYWIDE ASSET-BACKED: Fitch Cuts Rating on Four Certificates
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on the Countrywide
Asset-Backed Securitizations mortgage pass-through certificates
listed below:

Series 2002-S4

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AAA';
  -- Class M-2 affirmed at 'AA';
  -- Class B affirmed at 'A'.
Series 2003-5 Group 1

  -- Class A affirmed at 'AAA';
  -- Class MF-1 affirmed at 'AAA';
  -- Class MF-2 affirmed at 'AA-';
  -- Class MF-3 affirmed at 'A+';
  -- Class MF-4 affirmed at 'A+';
  -- Class MF-5 affirmed at 'A';
  -- Class BF affirmed at 'A-'.
Series 2003-5 Group 2

  -- Class MV-1 affirmed at 'AA+';
  -- Class MV-2 affirmed at 'A+';
  -- Class MV-3 rated 'A', placed on Rating Watch Negative;
  -- Class MV-4 downgraded to 'BBB' from 'A-' and placed on
     Rating Watch Negative;
  -- Class MV-5 downgraded to 'BBB-' from 'BBB+' and placed on
     Rating Watch Negative;
  -- Class BV downgraded to 'BBB-' from 'BBB' and placed on
     Rating Watch Negative.

Series 2004-11

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'AA-';
  -- Class M-4 affirmed at 'A+';
  -- Class M-5 affirmed at 'A';
  -- Class M-6 affirmed at 'A-';
  -- Class M-7 affirmed at 'BBB+';
  -- Class M-8 affirmed at 'BBB';
  -- Class B downgraded to 'BB' from 'BBB-'.

Series 2005-AB1

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'AA-';
  -- Class M-4 affirmed at 'A+';
  -- Class M-5 affirmed at 'A';
  -- Class M-6 affirmed at 'A-';
  -- Class M-7 affirmed at 'BBB+';
  -- Class B affirmed at 'BBB'.

The affirmations affect approximately $1.14 billion in outstanding
certificates and reflect adequate relationships of credit
enhancement to future loss expectations.  The downgrades,
affecting approximately $12.28 million of the outstanding
certificates, reflect deterioration in the relationship between
credit enhancement and expected losses.  The classes placed on
Rating Watch Negative reflect the deterioration in the
relationship of CE to future loss expectations and affect $11.31
million in outstanding certificates.

The above trusts consist primarily of fixed- and adjustable-rate
first and second liens extended to sub-prime borrowers on one- to
four-family residential properties and certain other property and
assets.  Countrywide Home Loans Servicing, LP (rated 'RMS2+' by
Fitch) will act as Master Servicer for the above transactions.

As of the August remittance date, the pool factors (current
principal balance as a percentage of original) of the above
transactions range from 7% (2003-5 Group 2) to 37% (2005-AB1). The
seasoning ranges from 30 (2005-AB1) to 57 (2002-S4) months.


CREDIT SUISSE: Fitch Junks Ratings on Three Certificate Classes
---------------------------------------------------------------
Fitch Ratings has taken rating actions on classes from Credit
Suisse First Boston Home Equity Asset Trust Series 2003-1:

  -- Class M-1 affirmed at 'AA';

  -- Class M-2 affirmed at 'A+';

  -- Class M-3 downgraded to 'BBB' from 'A';

  -- Class B-1 downgraded to 'CCC' from 'BBB', and assigned a
     Distressed Recovery rating of 'DR1';

  -- Class B-2 downgraded to 'CC' from 'B', and assigned a
     Distressed Recovery rating of 'DR4';

  -- Class B-3 remains at 'C', and Distressed Recovery rating
     is revised to 'DR6' from 'DR5'.

The collateral of the aforementioned transaction consists of first
and second lien fixed-rate and adjustable-rate subprime mortgage
loans.  All of the mortgage loans were purchased by an affiliate
of the depositor from various sellers in secondary market
transactions.

The affirmations reflect adequate relationships of credit
enhancement to future loss expectations and affect approximately
$37.9 million of outstanding certificates.  The classes with
negative rating actions reflect the deterioration in the
relationship of CE to future loss expectations and affects
approximately $6.7 million of outstanding certificates.  The
overcollateralization of series 2003-1 has been completely
exhausted for the past three months which has resulted in
principal write-downs for class B-3 as well as a decrease in CE up
the capital structure.  In addition, the trust has a pool factor
of 7% and Fitch believes the adverse selection in the remaining
pool has resulted in rising delinquency and loss rates.

The transaction is being serviced by Select Portfolio Servicing,
Inc. which is rated 'RPS2' by Fitch.


CREDIT SUISSE: Moody's Reviews Ratings on 11 Tranches
-----------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings of eleven tranches issued in five seperate Credit
Suisse mortgage transactions.  The collateral backing each
downgraded tranche consists primarily of first-lien, fixed- and
adjustable-rate mortgage loans.

Each deal being reviewed has experienced an increasing proportion
of severely delinquent loans while the amount of available credit
enhancement has been reduced from losses and step-down.  The
timing of losses coupled with passing of performance triggers has
caused the protection available to the subordinate bonds to be
severely diminished.  Pool factors on the deals are small, between
5 and 12%.

Complete rating actions are:

Issuer: Credit Suisse First Boston Mortgage Securities Corp.
Series 2002-HE11

   -- Cl. M-1; Currently Aa2 on review for possible downgrade,
   -- Cl. M-2; Currently A2 on review for possible downgrade,
   -- Cl. B-1; Currently B1 on review for possible downgrade.

Issuer: CSFB ABS Trust Series 2001-HE16

   -- Cl. M-1; Currently Aa2 on review for possible downgrade,
   -- Cl. M-2; Currently Baa1 on review for possible downgrade,
   -- Cl. B; Currently Ba3 on review for possible downgrade.

Issuer: CSFB Mortgage Pass-Through Certificates, Series 2001-HE17

   -- Cl. M-1; Currently A1 on review for possible downgrade,
   -- Cl. M-2; Currently B3 on review for possible downgrade,

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
2002-30

   -- Cl. D-B-4; Currently Ba3 on review for possible downgrade,

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
2004-AR6

   -- Cl. 9-M-1; Currently Aa2 on review for possible downgrade,
   -- Cl. 9-M-2; Currently A1 on review for possible downgrade.


CREDIT SUISSE: Fitch Lowers Ratings on $8.6 Million Certificates
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on two CSFB 2005
transactions. Affirmations total $315.9 million and downgrades
total $8.6 million.  Break Loss percentages and Loss Coverage
Ratios for each class are included with the rating actions as:

CSFB 2005-AGE1

  -- $106.6 million class A affirmed at 'AAA' (BL: 45, LCR:
     3.72);

  -- $12.7 million class M-1 affirmed at 'AA+' (BL: 31.37, LCR:
     2.6);

  -- $6.1 million class M-2 affirmed at 'AA' (BL: 27.15, LCR:
     2.25);

  -- $3.5 million class M-3 affirmed at 'AA-' (BL: 24.68, LCR:
     2.04);

  -- $3.5 million class M-4 affirmed at 'A+' (BL: 22.20, LCR:
     1.84);

  -- $3.5 million class M-5 affirmed at 'A' (BL: 19.70, LCR:
     1.63);

  -- $2.1 million class M-6 affirmed at 'A-' (BL: 18.14, LCR:
     1.5);

  -- $2.8 million class B-1 affirmed at 'BBB+' (BL: 16.07, LCR:
     1.33);

  -- $2.1 million class B-2 affirmed at 'BBB' (BL: 14.45, LCR:
     1.2);

  -- $2.1 million class B-3 downgraded to 'BB+' from 'BBB-'
     (BL: 12.79, LCR: 1.06).

Deal Summary

  -- Originators: 100% Keybank
  -- 60+ day Delinquency: 13.8%;
  -- Realized Losses to date (% of Original Balance): 3.01%;
  -- Expected Remaining Losses (% of Current Balance): 12.08%
  -- Cumulative Expected Losses (% of Original Balance): 9.4%

CSFB HEPT 2005-FIX1

  -- $147.3 million class A affirmed at 'AAA' (BL: 26.7 , LCR:
     3.13);

  -- $9.3 million class M-1 affirmed at 'AA+' (BL: 20.84, LCR:
     2.44);

  -- $4.6 million class M-2 affirmed at 'AA' (BL: 18.31, LCR:
     2.15);

  -- $3.1 million class M-3 affirmed at 'AA-' (BL: 16.57, LCR:
     1.94);

  -- $3 million class M-4 affirmed at 'A+' (BL: 14.91, LCR:
     1.75);

  -- $3.1 million class M-5 affirmed at 'A' (BL: 13.12, LCR:
     1.54);

  -- $1.8 million class M-6 affirmed at 'A-' (BL: 12.06, LCR:
     1.41);

  -- $1.8 million class M-7 downgraded to 'BBB' from 'BBB+'
     (BL: 10.99, LCR: 1.29);

  -- $1.8 million class B-1 downgraded to 'BBB-' from 'BBB'
     (BL: 10.04, LCR: 1.18);

  -- $2.8 million class B-2 downgraded to 'BB+' from 'BBB-'
     (BL: 9.24, LCR: 1.08).

Deal Summary

  -- Originators: Aames: 69%, CIT Mortgage: 25%
  -- 60+ day Delinquency: 10.69%;
  -- Realized Losses to date (% of Original Balance): 0.49%;
  -- Expected Remaining Losses (% of Current Balance): 8.53%
  -- Cumulative Expected Losses (% of Original Balance): 4.72%

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


CROWN HOLDINGS: Sept. 30 Balance Sheet Upside-Down by $386 Million
------------------------------------------------------------------
Crown Holdings Inc. disclosed financial results for the third
quarter and nine months ended Sept. 30, 2007.

The company's consolidated balance sheet at Sept. 30, 2007, showed  
$6.949 billion in total assets, $7.335 billion in total
liabilities, resulting in a $386 million total shareholders'
deficit.

Net income from continuing operations in the third quarter was
$92 million, compared to $86 million in the third quarter of 2006.
Included within net income from continuing operations, the company
recorded a net charge of $5 million, which reflects a net charge
of $8 million related to restructuring actions offset by a net
gain of $3 million related to gains on sales of assets.  The net
charge of $8 million for restructuring relates primarily to a net
$7 million charge for the closure and exit of operations of the
company's bottle cap operations in Indonesia.  Within the
$7 million charge, $6 million is attributable to a non-cash
reclassification of cumulative translation adjustments to income
from a separate component of shareholders' equity.

Net sales in the third quarter rose to $2.153 billion, up 7.6%
over the $2.001 billion in the third quarter of 2006.  The
increase was primarily driven by higher sales unit volumes, the
pass-through of higher raw material costs and favorable foreign
currency translation.

Third quarter gross profit grew 19.6% to $311 million over the
$260 million in the 2006 third quarter.  As a percentage of net
sales, gross profit expanded to 14.4% in the third quarter from
13.0% in the third quarter last year.  Stronger sales unit
volumes, increased operating efficiencies and greater productivity
drove the improvements.

Selling and administrative expense in the third quarter was
$97 million compared to $77 million in last year's third quarter.
The increase is attributable to a higher accrual for incentive
compensation costs, foreign currency translation and general
inflationary increases.

Segment income, a non-GAAP measure defined by the company as gross
profit less selling and administrative expense, grew to
$214 million in the third quarter, up 16.9% over the $183 million
in the 2006 third quarter.  Segment income as a percentage of net
sales expanded to 9.9% in the third quarter over the 9.1% in the
third quarter last year.

Commenting on the results, John W. Conway, chairman and chief
executive officer, stated, "Our improved third quarter
demonstrates the strength of Crown's diverse range of products,
customers and worldwide markets.  The results were fueled by
improved performance in virtually all of our businesses.  Global
volumes were firm reflecting the growing contribution of emerging
markets to our portfolio.  Importantly, we also gained traction
among brand managers who are actively looking for unique and
sustainable packaging solutions to distinguish their products
while increasing their ease of use for consumers.  Our proprietary
can shaping technologies, PealSeam(TM) ends and enhanced finishes
are setting industry standards for Brand-Building Packaging(TM)."

Interest expense in the third quarter was $79 million compared to
$73 million in the third quarter of 2006.  The increase reflects
the impact of higher average short-term borrowing rates and
foreign currency translation.

                      Share Repurchase Program

The company repurchased 4,828,883 shares of common stock for
$118 million during the third quarter, including 4,088,068 shares
through an accelerated share repurchase program which is expected
to be completed in November.  The number of common shares
outstanding as of Sept. 30, 2007, was 159,611,833 which is
approximately 3% lower than as at June 30, 2007.

                             Net Debt

Net debt, a non-GAAP measure defined by the company as total debt
less cash, increased by $18 million from June 30, primarily as the
result of the repurchase of $118 million of common stock and
$55 million from foreign currency translation offset by $152
million of free cash flow, a non-GAAP measure defined by the
company as net cash provided by operating activities less capital
expenditures, in the third quarter.

                        Nine Month Results

For the first nine months of 2007, net sales grew 10.4% to
$5.9 billion over the $5.3 billion in the first nine months of
2006.  The increase reflects higher sales unit volumes, the pass-
through of higher raw material costs and foreign currency
translation.

The company reported net income from continuing operations of
$196 million for the nine month period ended Sept. 30, 2007, over
net income from continuing operations of $172 million for the same
period in 2006.

In the first nine months of 2007, the company recorded a net
charge of $1 million, reflecting a net charge of $12 million
related to restructuring actions offset by a net gain of
$11 million related to gains on sales of assets.  For the first
nine months of 2006, the company recorded a net charge to net
income from continuing operations of $4 million related to
restructuring charges offset by a gain on sale of assets and
financial foreign exchange gains.

                    About Crown Holdings

Philadelphia-based Crown Holdings Inc. (NYSE: CCK) --
http://www.crowncork.com/-- through its affiliated companies,
supplies packaging products to consumer marketing companies
around the world.  In Latin America, the company has operations
in Mexico, and in South and Central America.   The company also
maintains operations in Europe, particularly in the United
Kingdom and France.  In the Asia-Pacific region, the company has
an office in Singapore.  Crown Holdings, Inc., through its
subsidiaries, is a leading supplier of packaging products to
consumer marketing companies around the world. World headquarters
are located in Philadelphia, Pennsylvania.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 10, 2007, Fitch Ratings affirmed Crown Holdings Inc.'s 'B+'
Issuer Default Rating.


EMMIS COMMS: Moody's Downgrades Corporate Family Rating to B2
-------------------------------------------------------------
Moody's Investors Service downgraded Emmis Communications
Corporation's Corporate Family Rating to B2 from B1 and Series A
cumulative convertible preferred stock to Caa1 from B3.  In
addition, Moody's downgraded Emmis' subsidiary, Emmis Operating
Company's secured credit facility ($145 million revolver due 2012,
$455 million tranche B term loan due 2013) to B2 from B1.  The
outlook is stable.  In addition, Moody's downgraded Emmis' SGL
rating to SGL-3 from SGL-2.

The ratings downgrade reflects the company's continued weak
operating performance, weaker than previously expected credit
metrics and a tightening margin of covenant compliance.

Moody's subscribers can find further details in the Emmis Credit
Opinion published on Moodys.com

Moody's has taken the following ratings actions:

Emmis Communications Corporation

   -- Corporate family rating -- downgraded from B1 to B2

   -- Probability-of-default rating -- downgraded from B1 to B2

   -- Series A cumulative convertible preferred -- downgraded from
      B3 to Caa1 (LGD 6, 99%)

   -- Speculative grade liquidity assessment -- downgraded from
      SGL-2 to SGL-3

   -- The outlook is stable.

Emmis Operating Company

   -- $145 million revolver due 2012 -- downgraded from B1 to B2
      (LGD 4, 50%)

   -- $455 million tranche B term loan due 2013 -- downgraded from
      B1 to B2 (LGD 4, 50%).

Emmis' ratings reflect the company's increased debt to EBITDA
leverage of 8.9x (based on the EBITDA for the trailing 12 months
ended Aug. 31, 2007) due to continued operating challenges
(especially in its New York and Los Angeles markets),
deterioration in the EBITDA margins and significant revenue
concentration in the competitive New York and Los Angeles markets.
The rating also incorporates Moody's belief that the company faces
a tightening cushion vis-a-vis its covenants under the senior
secured credit facility.  In addition, the rating incorporates the
inherent cyclicality of the advertising market and Moody's belief
that growth prospects for radio, particularly in large markets,
will be challenged as advertising revenue gets fragmented across a
growing number of media.

Emmis' rating is supported by its strong large-market radio
presence and Moody's belief that there is considerable asset value
in Emmis' large market radio stations providing adequate coverage
of the company's sizeable debt burden.

Emmis Communications Corporation, headquartered in Indianapolis,
Indiana, is a diversified media firm with radio broadcasting,
television broadcasting and magazine publishing operations.  Emmis
owns 21 FM and 2 AM radio stations in the U.S. Emmis also owns a
radio network, international radio stations and regional and
specialty magazines.


ENERGY MAINTENANCE: Moody's Puts Corporate Family Rating at B3
--------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating to
Energy Maintenance Services Group I LLC.  The B3 CFR reflects the
company's small size compared to other rated oilfield services
companies, its relatively short operating history and its active
acquisition program that raises substantial valuation and
performance risks.  From March 2004 through June 2007, EMS has
acquired ten significant businesses, including the acquisition of
Energy Facility Services Inc. during the second quarter of 2007.  
EMS' leverage is also relatively high with current debt
significantly exceeding the company's working capital and tangible
fixed assets.

The B3 CFR is supported by EMS' niche market position in providing
an integrated solution of operations and maintenance services to
owners and operators of pipelines and the more stable demand for
these services relative to other oilfield services companies.  EMS
has been successful to date in raising both equity and debt
capital to fund its growth.  The company also benefits from a
management team that has extensive energy industry and pipeline
operations experience with larger organizations.

This rating is based on EMS' current business fundamentals and
financial condition and does not incorporate the potential effect
on EMS' credit profile of any contemplated services contracts or
acquisitions which may or may not occur and would require EMS to
raise significant external capital.  This rating will not be
monitored by Moody's and therefore will be withdrawn shortly after
this announcement.

EMS is a privately owned company based in Houston, Texas that
provides a full range of operations and maintenance services to
major pipeline operators, local distribution companies, and
independent power, oil, and gas producers.  EMS provides these
integrated service offerings through eight service lines: Pipeline
Management, Pipeline Integrity, Production and Pipeline Projects,
Power Services, LNG Services, Data Management Services,
Environmental & Leak Detection Services and Offshore Services.


FIDELITY FUNDING: Fitch Affirms BB Rating on Class B Certificates
-----------------------------------------------------------------
Fitch Ratings has affirmed this class from Fidelity Funding
Mortgage Finance Corp.'s residential mortgage-backed certificates:

Series 1997-1

  -- Class B at 'BB'.

The affirmation, affecting approximately $1.6 million of the
outstanding certificates, reflects a stable relationship between
credit enhancement and expected loss.  The mortgage loans
collateralizing series 1997-1 are serviced by Select Portfolio
Servicing, Inc. (rated 'RPS2+' by Fitch).

The above transaction has a pool factor of 4% and is seasoned 123
months.


FIRST FRANKLIN: Moody's Reviews Ratings on Five Certificates
------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade three tranches issued by First Franklin Mortgage Loan
Trust 2005-FFH1 and two tranches issued by First Franklin Mortgage
Loan Trust 2005-FFH2.  The collateral backing each deal consists
primarily of first-lien, subprime fixed and adjustable rate
mortgage loans.

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

Issuer: First Franklin Mortgage Loan Trust 2005-FFH1

Review for possible downgrade:

   -- Cl. B-2, currently Baa2; on review for possible
      downgrade;

   -- Cl. B-3, currently Baa3; on review for possible
      downgrade;

   -- Cl. B-4, currently Ba1; on review for possible downgrade.

Issuer: First Franklin Mortgage Loan Trust 2005-FFH2

Review for possible downgrade:

   -- Cl. B1, currently Ba1; on review for possible downgrade;
   -- Cl. B2, currently Ba2; on review for possible downgrade.


FIRST MAGNUS: Gust Rosenfeld Approved as Panel's Local Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona gave the
Official Committee of Unsecured Creditors of First Magnus
Financial Corporation authority to retain Gust Rosenfeld PLC as
its local counsel.

Gust Rosenfeld will:

     * administer the case and the exercise of oversight with
       respect to the Debtor's affairs;

     * prepare applications, motions, and other legal papers;

     * appear in Court and at statutory meetings of creditors to
       represent the Committee;

     * evaluate, negotiate, formulate, draft and confirm plan of
       reorganization and matters related to it;

     * investigate the assets, liabilities, management, financial
       condition and operating issues concerning the Debtor that
       may be relevant to the case;

     * evaluate, prosecute and negotiate causes of action
       belonging to the bankruptcy estate;

     * maintain communication with the Committee's constituents
       and others to further its responsibilities; and

     * perform all the Committee's duties and powers under the
       Bankruptcy Code and the Bankruptcy Rules and other services
       that are in the interests of those represented by the
       Committee.

Gust Rosenfeld has agreed to receive compensation and
reimbursement based on its standard billing practices.  The
principal attorneys to represent the Committee and
their present hourly rates are:

       Professional                       Rate
       ------------                       ----
       Sean P. O'Brien, Esq.              $320
       Madeleine C. Wanslee, Esq.         $300

Other attorneys and para-professionals may also provide services
to the Committee from time to time.  Generally, Gust Rosenfeld 's
rates per hour for these professionals are:

       Designation                   Hourly Rate
       -----------                   -----------
       Partners                      $290 - $375
       Associates                    $150 - $260
       Paralegals                    $125 - $155
       
Mr. O'Brien assures the Court that Gust Rosenfeld does not hold
or represent any interest adverse to the Committee or the
Debtor's estate and has no connection with any parties-in-
interest.  He adds that the firm is a disinterested person as
that phrase is defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

             Sean P. O'Brien, Esq.
             Gust Rosenfeld PLC
             One S. Church Ave., Suite 1900
             Tucson, AZ 85701
             Tel: (520) 628-7070
             http://www.gustlaw.com/

Based in Tucson, Arizona, First Magnus Financial Corporation --
http://www.firstmagnus.com/-- purchases and sells prime and
Alt-A mortgage loans secured by one-to-four unit residences.  The
company filed for chapter 11 protection on Aug. 21, 2007 (Bankr.
D. Ariz. Case No.: 07-01578).  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. 9; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or         
215/945-7000).


FIRST MAGNUS: Wants to Hire Osborn Maledon as Special Counsel
-------------------------------------------------------------
First Magnus Financial Corporation asks the U.S. Bankruptcy Court
for the District of Arizona for permission to employ Osborn
Maledon, P.A., as their special counsel.

Osborn will assist the Debtor in dealing with three more
creditors, with whom its primary bankruptcy counsel Greenberg
Traurig, LLP, may not be adverse.  The creditors are UBS A.G.,
Wells Fargo, N.A., and Bank of America, N.A.

As previously reported, the Debtor made a prior request to employ
Osborn as special counsel to deal with any claims or counterclaims
between the Debtor and Countrywide Home Loans, Inc., Merrill Lynch
International, Washington Mutual and National Bank of Arizona,
with whom Greenberg has a conflict of interest.  The request was
granted by the Court on Sept. 5, 2007.

Since the employment of Osborn, the Debtor has learned that the
four creditors has claims, in which Greenberg may not be adverse
because of prior representation, according to Gurpreet S. Jaggi,
president and chief executive officer of the Debtor.

Mr. Jaggi says that Osborn will provide the same services and will
be paid the same rates, plus reimbursement of the expenses, which
were approved by the Court in its prior order.  James Cross, Esq.,
at Osborn, will still serve as the lead counsel in the
representation of the Debtor, Mr. Jaggi adds.

Mr. Jaggi says that the Debtor requests that Osborn's employment
be authorized by the Court effective Sept. 5, 2007, the date when
the Court approved the Debtor's first application.

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


FIRST MAGNUS: Unsecured Lenders May Get 17%-34% Under Plan
----------------------------------------------------------
The Associated Press said in a report that First Magnus Financial
Corporation expects to repay unsecured creditors, owed a total of
$93,000,000, between $16,000,000 and $32,000,000, a recovery of
about 17% to 34%.

The $93,000,000 figure includes approximately (i) $13,500,000 of
accrued payroll and related costs, (ii) $24,400,000 of accounts
and notes payable, (iii) $35,000,000 owed to parent First Magnus
Capital; and (iv) $20,000,000 of subordinated unsecured debt owed
to insiders.

The Plan of Liquidation, however, provides that claims of former
employees wages entitled to priority under Section 507(a)(4) of
the Bankruptcy Code amounting to $11,534,000, and employee
benefits and related claims amounting to $903,000 will be paid in
full.

The Disclosure Statement attached to the Plan also specifies that
the $16,000,000 to $32,000,000 allocated in a "Dividend Fund"
will be available for payment of Class 3 General Unsecured Claims
-- consisting primarily of the $24,400,000 accounts/notes payable
and the $35,000,000 debt to First Magnus Capital -- and Class 4
Rejection Claims, which remain unliquidated.  The Debtor, noted
that WNS of North America has asserted that it expects a
rejection damage claim of $30,000,000.

The Disclosure Statement also specifies that the $20,000,000
subordinated unsecured debt was excluded from Classes 3 and 4,
hence, holders of these claims will not be entitled to their pro
rata distribution of the $16,000,000 to $32,000,000 allocated for
general unsecured creditors.  Instead, these claimants, which are
classified under Class 7, will receive zero recovery, pursuant to
the Plan.

In general, under the Plan of Liquidation, the classification
and treatment of claims and interests are:

                   Projected
                     Allowed                          Projected
   Class            Claim Amt.  Treatment              Recovery
   -----            ----------  ---------             ---------
   Administrative         --    paid in full             100%
   Expense Claims                                   (Unimpaired)

   Priority Tax           --    paid out of the          100%
   Claims                       Dividend Fund       (Unimpaired)
   
   Class 1:
   Non-Tax        $12,437,000   paid in full out         100%
   Priority                     of the Dividend     (Unimpaired)
   Claims                       Fund if there is
                                sufficient funds   

   Class 2:                 
   Secured Claims          --   Claimants will be         __%
                                satisfied through     (Impaired)
                                abandonment or
                                transfer of
                                Debtor's right,
                                title, interest in
                                the assets
                                                
   Class 3:
   General        About         Claimants will            __%
   Unsecured      $45,900,000   receive pro rata      (Impaired)
   Claims                       share of the
                                Dividend Fund
                                after payment of
                                holders of
                                administrative
                                expense and
                                priority claims.
                                Together with the
                                Rejection Claims,
                                $16,000,000 to
                                $32,000,000 will
                                be allocated from
                                the Dividend Fund.

   Class 4:                    
   Rejection               --   Claimants will            __%
   Damage                       receive pro rata      (Impaired)
   Claims                       share of the
                                Dividend Fund
                                after payment of
                                holders of
                                administrative
                                expense and
                                priority claims      
                                Together with the
                                Class 3 Claims,
                                $16,000,000 to
                                $32,000,000 will
                                be allocated from
                                the Dividend Fund.
   
   Class 5:
   WaMu Claims   $1.1 Billion   WaMu will keep            __%     
   under the                    all purchased loans,  (Impaired)
   Repurchase                   return $3,150,000
   Agreements                   loans to Debtor,
                                will not assert
                                claims under the
                                agreements.

   Class 6:
   Repo Participants      --    Participants are          __%
   Claims under                 given right to       (Impaired)
   Repurchase                   liquidate mortgages
   Agreements                   purchased from the
                                Debtor under the
                                agreements.

   Class 7:
   Section 510    $20,000,000   No distribution            0%     
   Subordinated      plus                             (Impaired)
   Creditors'     WNS Claim for
   Claims         securities in
                  Debtor's
                  affiliates

   Class 8:
   Equity Security        --    No distribution            0%  
   Interests                                          (Impaired)

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


GENERAL MOTORS: New Labor Agreement Cues S&P to Hold 'B' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with positive implications, where
they were placed Sept. 26, 2007, following agreement on the new
labor contract.  The outlook is stable.

Earlier, the ratings on GMAC LLC (BB+/Watch Neg/B-1; 49% GM-
owned), the automotive finance and insurance operation, and on
GMAC's Residential Capital LLC mortgage unit (BBB-/Watch Neg/A-3)
were placed on CreditWatch with negative implications.  The GM
rating action has no effect on the ratings on GMAC or ResCap.
      
"The rating affirmation and stable outlook reflects our view that
GM's new contract with the United Auto Workers is a substantial
positive for the company's efforts to return automotive operations
in North America to positive cash generation," said Standard &
Poor's credit analyst Robert Schulz, "despite a number of
negatives that will challenge GM's ability to continue reducing
cash use in North America in the near term."  The stable outlook
indicates S&P's belief that GM will continue to make progress on
its turnaround program in North America, that auto operations
outside North America will remain improved contributors, and that
GM will manage its liquidity to satisfactory levels.
     
GM will face several serious challenges during the next two years,
however.  First, the greatest portion of cash benefits from the
contract will not begin to accrue to GM until 2010, and the health
care cost savings are subject to final court approval.  Until
then, GM could continue to use substantial cash in its automotive
operations.  These causes of negative automotive cash flow include
the potential for a recession in the U.S., and even without a
recession, a weak outlook for U.S. light-vehicle sales in 2008.  
S&P expect U.S. light-vehicle sales to be about 16 million units
in 2008, virtually flat with sales in 2007, which has turned out
to be a weaker year than initially expected.  Other uses of cash
will include cash restructuring costs (including the cost of any
future attrition plans to which GM and the UAW may agree) and GM's
need to fund certain UAW contract provisions prior to 2010.  
Furthermore, over the next two years, GM will introduce key new
vehicles in North America at a relatively slower pace than it did
in 2006 and 2007.
     
GMAC's automotive finance and insurance operations remain
profitable.  But the ResCap mortgage unit has had very poor
results recently, and this will depress GM's consolidated results.  
GMAC will retain a significant portion of its earnings during the
next two years, rather than pay dividends to GM.
     
S&P expect over time to place greater weight on the substantial
health care and other cash savings beginning in 2010 as stipulated
in the current UAW contract.  But it is important to note that
GM's automotive results, industry conditions, and the economic
outlook will be crucial components of any such future review, and
accordingly, the threshold for a revision of the outlook back to
negative is low given the current lack of visibility into
prospective results in North America.
     
GM is making progress on its North American turnaround, and S&P
expect that trend to continue.  S&P also expect GM to maintain
substantial cash balances and access to liquidity during the next
two years.  GM will likely continue to use cash into 2008, and the
stable outlook reflects that expectation, but does not include the
much sharper use of cash that would result from the type of
decline in U.S. light-vehicles sales that would accompany a
recession.
     
The outlook could be revised to negative or the ratings lowered,
despite the health care savings that will start to accrue in 2010,
if S&P came to expect that GM's substantial cash outflow would
fail to continue moderating or begins to worsen because of
setbacks, whether GM-specific or stemming from market conditions.  
S&P do not expect to revise the outlook to positive within the
next year, given the uncertain economic outlook and ongoing
turnaround plan execution risk.


GREYSTONE LOGISTICS: Aug. 31 Balance Sheet Upside-Down by $9.8MM
----------------------------------------------------------------
Greystone Logistics Inc.'s consolidated balance sheet at Aug. 31,
2007, showed $9.0 million in total assets and $18.8 million in
total liabilities, resulting in a $9.8 million total shareholders'
equity deficit.

The company's consolidated balance sheet at Aug. 31, 2007, also
showed strained liquidity with $2.0 million in total current
assets available to pay $14.5 million in total current
liabilities.

The company reported net income of $176,604 on sales of
$5.6 million for the first quarter ended Aug. 31, 2007, compared
with a net loss of $401,378 on sales of $3.9 million for the same
period last year.

Full-text copies of the company's consolidated financial
statements for the quarter ended Aug. 31, 2007, are available for
free at http://researcharchives.com/t/s?245e

                     Going Concern Doubt

Murrell, Hall, McIntosh & Co. PLLP, in Oklahoma City, Oklahoma,
expressed substantial doubt about Greystone Logistics Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended May
31, 2007.  The auditing firm pointed to the company's significant
losses from operations, the lack of adequate funding to maintain
working capital and stockholders' deficits at May 31, 2007.

                    About Greystone Logistics

Headquartered in Tulsa, Oklahoma, Greystone Logistics Inc.
(OTC BB: GLGI) -- http://greystonelogistics-glgi.com/--
manufactures plastic pallets and injection molding systems for a
variety of commercial applications.


HILCORP ENERGY: Moody's Rates $125 Million 7.75% Sr. Notes at B3
----------------------------------------------------------------
Moody's assigned a B3 rating to Hilcorp Energy I, L.P.'s  
announced $125 million offering of 7.75% senior unsecured add-on
notes due 2015. Moody's affirmed Hilcorp's B2 corporate family
rating, B2 (LGD 4; 50%) probability of default rating, and
existing B3 (LGD 4; 67%) senior unsecured note ratings.

While the rating outlook remains stable, this is due to Hilcorp's
statement that it will reduce leverage on proven developed (PD)
and proven reserves in 2008.  Given its high leverage and high
total unit full-cycle costs, the outlook and ratings would also be
vulnerable if year-end 2007 reserve replacement costs are weak,
production trends weaken materially, and/or if oil and gas prices
and cash flow weaken materially.

Note proceeds will repay secured borrowings under Hilcorp's
unrated $450 million senior secured bank revolver, leaving a small
amount of borrowings under the revolver.  Later this quarter,
Hilcorp will fund its pending $180 million acquisition of South
Louisiana oil and gas properties from an independent exploration
and production company.  After the note offering and Denbury
acquisition, Hilcorp would have approximately a $413 million
borrowing base for bank borrowings and letters of credit.

The ratings are restrained by sharply higher leverage during 2007
due to capital spending and acquisitions far in excess of retained
cash flow after cash distributions to Hilcorp's owner.  Hilcorp
has not yet followed through with its stated intension earlier
this year to reduce leverage and its core pro-forma leverage
measures are roughly 40% higher than at year-end 2006. The funding
shortfall was partly funded with asset sales but mostly funded
with debt.  The ratings are restrained by a high leveraged unit
full-cycle cost structure in the range of $37/boe, with upward
pressure towards year-end 2007 given our expectation for 2007
reserve replacement costs well-exceeding Hilcorp's three year
average.  The combination of high up-cycle leverage and high up-
cycle costs expose the outlook or ratings to negative pressure
when oil and natural gas prices moderate.

The ratings are further constrained by the comparatively low
proportion of proven developed producing (PDP) reserves, attendant
drilling and completion risk, the call on future cash flow of
required future development costs now exceeding $600 million to
bring the proven non-producing reserve component to production,
and Moody's expectation that Hilcorp may remain acquisitive and
would fund acquisitions with debt.  Moody's also believe that
annual cash distributions to Hilcorp's owner will remain
significant. Hilcorp's high operating costs are driven by low
production per wellbore and the energy, water injection, water
production, water disposal, and intensive workover costs incurred
to sustain optimum production from very mature properties long in
decline.

However, the ratings are supported by seasoned management and
ownership; proven access to a supportive stream of acquisition
deal flow; comparatively stable production and a long generally
productive history in most of its focus regions; diversified
exposure to oil and natural gas; a still supportive price
environment, though natural gas unit economics for natural gas are
deteriorating due to rising drilling development, and production
costs relative to flat-to-down natural gas prices; a supportive
hedging program; and operating risk diversification across
multiple, though very mature, producing regions.

Hilcorp is a private limited partnership engaged in onshore and
coastal oil and gas production, acquisitions, exploitation, and
divestitures.  Moody's considers Hilcorp to be a well-run firm
pursuing and executing a cogent strategy.  It acquires properties
late in their productive lives and with high production costs with
a goal of boosting production through recompletions, workover and
repair of downhole hardware, restimulation of the wellbore/
reservoir interface, and refracturing of reservoir rock.  Returns
have been aided by up-cycle price realizations.

The company's ratings are also restrained by the fact that
approximately 24.3 mmboe of reserves in two of its top fields are
effectively encumbered due to a first priority claim by the
volumetric production payment (VPP) vehicle into which Hilcorp
previously monetized 8 mmboe (approximately 2.6 mmboe remaining)
of forward production.

Per Moody's global ratings methodology for independent exploration
and production firms, Hilcorp operating, financial, and strategy
profile maps to a B2 corporate family rating.  Per Moody's Loss
Given Default methodology, its mix of secured debt facilities and
unsecured notes notches its unsecured notes to a B3 rating.
Hilcorp's total proven reserve scale maps to a Ba rating range, PD
reserve scale maps to a B rating range, and production scale maps
to a B rating range. Pro-forma leverage on PD reserves exceeding
$10/Boe maps to a Caa rating range, pro-forma debt plus over $600
million of FAS 69 capex divided, by proven reserves, maps to a Caa
range, full-cycle costs of roughly $37/boe map to a Caa factor,
and the pro-forma leveraged full-cycle ratio of roughly 160% maps
to the B rating range.  Moody's expects that pro-forma three year
average reserve replacement costs map to the single B range,
reflecting higher 2006 and 2007 costs. These composite factors map
to a B2 rating range.

Moody's also assesses the Hilcorp credit within Hilcorp's
ownership, organizational, and business, funding, and strategy
context.  Through Hilcorp Energy Company (HEC), Hilcorp's parent
and general partner, Mr. Jeffery D. Hildebrand owns almost 100% of
Hilcorp.  A sister affiliate is a financing vehicle partnership
with General Electric Capital Corporation (GECC) where HEC is the
general partner and HEC (through Hilcorp) operates the GECC
partnerships' properties for a fee.  Hilcorp also markets its
production through affiliates owned by Mr. Hildebrand.  Much of
Hilcorp's debt reduction in the past was funded by asset
monetizations into affiliated partnerships rather than outright
sale to third parties. However, this strategy does provide Hilcorp
with a strategically larger base of operations and spreads its
operating costs across a larger production base.  HEC's ownership
interest in the GECC partnerships will rise in stages from its
original 5% interest to eventual full ownership once GECC's return
thresholds are met.  Through HEC, Mr. Hildebrand is strategically
interested in the GECC partnerships success and we believe he
views these properties to be strategically important to Hilcorp.
However, neither he nor Hilcorp are obligated to inject capital
into the GECC partnerships.

Hilcorp upstreams substantial discretionary and statutory tax cash
distributions to HEC.  Distributions have been substantial,
approximating $92 million in 2004-2005, over $50 million in 2006,
and an expected more than $60 million in 2007.  The statutory tax
formula in its debt agreements permit Hilcorp to upstream its
statutory cash taxes to HEC regardless of HEC's likelihood of
paying cash taxes.  Absent asset sales to affiliates and to the
VPP, balance sheet leverage would be far higher. Were it not for
the scale of discretionary cash tax distributions to HEC (based on
notional statutory tax obligations), leverage today would be
significantly lower.

Hilcorp Energy Company and Hilcorp Energy I, L.P. are
headquartered in Houston, Texas.


HOME EQUITY: Moody's Puts Ratings on Three Certs. Under Neg. Watch
------------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
ratings of three tranches issued by Home Equity Asset Trust 2005-3
Home Equity Pass-Through Certificates Series 2005-3. The
collateral backing the deal consists primarily of first-lien,
subprime fixed and adjustable rate mortgage loans.

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

Complete rating actions are:

Issuer: Home Equity Asset Trust (HEAT) 2005-3 Home Equity Pass-
Through Certificates Series 2005-3

Review for possible downgrade:

    * Cl. B-2, currently Baa2; on review for possible downgrade;
    * Cl. B-3, currently Baa3; on review for possible downgrade;
    * Cl. B-4, currently Ba1; on review for possible downgrade.


I-5 SOCIAL: Court Approves Klein DeNatale as Bankruptcy Counsel
---------------------------------------------------------------
I-5 Social Services Corporation obtained permission from the U.S.
Bankruptcy Court for the Eastern District of California to employ
Klein, DeNatale, Goldner, Cooper, Rosenlieb & Kimball LLP as its
counsel.

Klein DeNatale will represent the Debtor and perform all legal
services required by the Debtor in its chapter 11 proceedings.

The Debtor will pay the firm at these rates:

          Professional                Hourly Rate
          ------------                -----------
          T. Scott Belden, Esq.           $275
          Partner/Sr. Attorney        $195 - $295
          Associate/Jr. Attorney      $155 - $255
          Legal Assistant              $85 - $135

The Debtor has paid the firm a $25,000 retainer which is held in
an attorney-client trust account.  Klein DeNatale transferred
$6,120 of the retainer to pay expenses that it incurred in
rendering prepetition services.  The balance of the retainer will
be used to pay fees incurred by the firm in connection with its
representation of the Debtor, subject to Court approval.  However,
Klein DeNatale claims a lien on the retainer which is perfected by
possession under California law.

The Debtor assures the Court that the firm has no interest or
represents no interest adverse to the Debtor or its estate.

The firm can be reached at:

             Klein, DeNatale, Goldner, Cooper
             Rosenlieb & Kimball LLP
             4550 California Avenue, Second Floor
             Bakersfield, CA 93309
             Tel: (661) 395-1000
             http://www.kleinlaw.com/

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

The Debtor filed for chapter 11 bankruptcy protection on Sept. 25,
2007 (Bankr. E.D. Calif. Case No. 07-13032).  The Debtor listed
assets of $14,539,915 and debts of $9,640,808 when it filed for
bankruptcy.


INDEX GP: Case Summary & 21 Largest Unsecured Creditors
-------------------------------------------------------
Lead Debtor: Index G.P., L.L.C.
             2150 Bleecker Street
             Utica, NY 13501

Bankruptcy Case No.: 07-63679

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Index Recovery Co., L.P.                   07-63680

Chapter 11 Petition Date: October 19, 2007

Court: Northern District of New York (Utica)

Judge: Stephen D. Gerling

Debtors' Counsel: Jeffrey A. Dove, Esq.
                  Menter, Rudin & Trivelpiece, P.C.
                  308 Maltbie Street, Suite 200
                  Syracuse, NY 13204-1498
                  Tel: (315) 474-7541
                  Fax: (315) 474-4040

                           Estimated Assets    Estimated Debts
                           ----------------    ---------------
Index G.P., L.L.C.         Less than $10,000   $50,000 to $100,000

Index Recovery Co., L.P.   Less than $10,000   $1 Million to
                                               $100 Million

A. Index GP, LLC's Largest Unsecured Creditor:

   Entity                                            Claim Amount
   ------                                            ------------
Trustees of Masonic Hall &                                $75,000
Asylum Fund
2150 Bleecker Street
Utica, NY 13501

B. Index Recovery Co, LP's 20 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
Masonic Hall & Home                                   $28,781,711
71 West 23rd Street,
Room 1003
New York, NY 10010

Masonic Medical Research                               $3,132,271
Laboratory
2150 Bleecker Street
Utica, NY 13501

Masonic Hall & Asylum Fund                             $1,294,362
2150 Bleecker Street
Utica, NY 13501

Rogers K. & Mary Lou Coleman                             $590,231
5205 Comanche Vista Trail
Granbury, TX 76049-5377

John P. & Carol A. Davis,                                $494,533
J.T.W.R.O.S.
12 Winthrop Hills
Weston, CT 06883

Steve Mizel Roth, I.R.A.                                 $248,155

Refco Alternative Investments,                           $239,687
L.L.C.

Paul Mandabach                                           $230,655

Alston & Bird                                            $160,464

David R. & Catherine S. Vickery                          $143,742

Index G.P., L.L.C.                                        $75,000

Jean-Pierre Huberman                                      $46,090

Mark Lininger                                             $45,322

Stevens & Lee                                             $25,088

B.I.S.Y.S.                                                $25,000

Skadden, Arps, Slate,                                     $25,000
Meagher, Flom, L.L.P.

The William Penn Foundation                                $4,829

Les Schwab Profit Sharing                                  $1,400
Retirement Trust

Iowa West Foundation                                       $1,114

Washington State University                                $1,053
Foundation


INDYMAC HOME: Fitch Downgrades Ratings on Three Cert. Classes
-------------------------------------------------------------
Fitch Ratings has taken rating actions on IndyMac Home Equity
Mortgage Loan Asset-Backed Trust SPMD transaction:

Series 2004-A

  -- Class M1 affirmed at 'AA';
  -- Class M2 affirmed at 'A';
  -- Class M3 affirmed at 'A-';
  -- Class M4 downgraded to 'BBB' from 'BBB+';
  -- Class M5 downgraded to 'BB' from 'BBB';
  -- Class M6 downgraded to 'B' from 'BBB-'.

The affirmations, affecting approximately $51.8 million of the
outstanding certificates, are taken as a result of a stable
relationship between credit enhancement and expected loss.  The
downgrades, affecting approximately $17.7 million of the
outstanding certificates, are taken as a result of deterioration
in the relationship between CE and expected loss.  
As of the September 2007 remittance date, series 2004-A
transaction is seasoned 39 months and the pool factor (i.e.,
current mortgage loans outstanding as a percentage of the initial
pool) is 19%.  The mortgage pool consists of adjustable-rate and
fixed-rate, conforming and non- conforming first lien mortgage
loans.  The 60+ delinquencies (loans delinquent more than 60 days,
inclusive of loans in foreclosure, bankruptcy, and real estate
owned) is 29.6% and has experienced 1.18% of loss (as a percentage
of the original pool balance).  The overcollateralization amount
is below its target for this transaction.


INFOUSA INC: Earns $17 Million in Third Quarter Ended Sept. 30
--------------------------------------------------------------
infoUSA Inc. reported net income of $17.0 million for the third
quarter ended Sept. 30, 2007, compared with net income of
$11.1 million for the same period last year.

During the third quarter of 2007, infoUSA delivered record
revenues of $185.0 million, which includes $56.3 million for the
Marketing Research Group.  Excluding the Marketing Research Group,
the company's revenue was $128.7 million for the third quarter of
2007, compared to $106.4 million for the same period in 2006, an
increase of 21%.  

Revenue for the third quarter included $9.9 million received from
the final settlement in a lawsuit, which was originally commenced
in December 2001, against Naviant Inc., now known as BERJ LLP, in
the District Court for Douglas County, Nebraska for breach of a
database license agreement.  

infoUSA's third quarter operating income was $31.4 million, which
includes $9.2 million from the Naviant settlement, net of related
expenses, compared to $20.0 million in the third quarter of 2006.

EBITDA for the third quarter was $43.0 million, which includes
$9.2 million from the Naviant Settlement.

Vin Gupta, founder, chairman and chief executive officer of
infoUSA, stated, "The third quarter of 2007 was a record quarter
for infoUSA.  We experienced growth in our core businesses,
realized the impact of our successful integration of Opinion
Research(R), and completed two additional acquisitions in the
market research industry.  We continue to focus on our strategy of
becoming a one-stop, fully integrated provider of marketing and
sales information and services to corporations and small
businesses and a leading provider of database and research
services to the non-profit, political and public sectors."

infoUSA significantly expanded the scope of its Marketing Research
Group during the quarter.  In addition to the integration of
Opinion Research in late 2006, infoUSA also acquired Guideline,
Inc.; NWC Research, an Australian company, which extended
infoUSA's reach in the Asia-Pacific market; and announced the
acquisition of Northwest Research Group, located in Boise, Idaho.
The acquisition of Northwest Research Group will provide infoUSA
with access to the market research industry in the western United
States.  Additionally, Northwest Research Group will allow infoUSA
to enter the transportation marketing arena and augment the
company's customer satisfaction expertise by providing additional
senior level support.

infoUSA also disclosed the acquisition of SECO Financial during
the quarter.  SECO Financial will join infoUSA's Data Group as a
leader in financial services industry marketing.  Both the SECO
Financial and Northwest Research Group acquisitions were effective
Oct. 1, 2007.

"Our success with Opinion Research and our additional acquisitions
during the quarter validates our belief that clients see the value
in market research services that include customer, product, and
employee surveys to the corporate and public sector," Mr. Gupta
said.  "With a strong foundation of market research capabilities
now in place, we plan to continue consolidating this fragmented
industry.  We will remain focused on growing the company through
strategic acquisitions in both the marketing research sector and
elsewhere."

At Sept. 30, 2007, the company's consolidated balance sheet showed
$803.0 million in total assets, $554.2 million in total
liabilities, and $248.8 million in total shareholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007,
likewise showed strained liquidity with $190.3 million in total
current assets available to pay $219.9 million in total current
liabilities.

                        About infoUSA Inc.

Based in Omaha, Nebraska, infoUSA, Inc. (NASDAQ: IUSA) --
http://www.infoUSA.com/-- is a provider of business and consumer  
databases for sales leads & mailing lists, database marketing
services, data processing services and sales and marketing
solutions.  InfoUSA is the only company to own 12 proprietary
databases under one roof.  The infoUSA database powers the
directory services of the top Internet traffic-generating sites.  
Nearly 4 million customers use infoUSA's products and services to
find new customers, grow their sales, and for other direct
marketing, telemarketing, customer analysis and credit reference
purposes.

                          *     *     *

Todate, Moody's still carries infoUSA Inc.'s "Ba3" long term
corporate family rating last placed on Aug. 5, 2003.  Outlook is
Stable.


JAMES WILLIAMS: Case Summary & Seven Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: James F. Williams
        Miriam J. Williams
        4497 Prairie Road
        Rockford, IL 61102

Bankruptcy Case No.: 07-72537

Chapter 11 Petition Date: October 19, 2007

Court: Northern District of Illinois (Rockford)

Debtor's Counsel: Bernard J. Natale, Esq.
                  6833 Stalter Drive, Suite 201
                  Rockford, IL 61108
                  Tel: (815) 964-4700
                  Fax: (815) 227-5532

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Seven Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Thomas G. Ruud                 Judgment                   $48,000
216 North Court Street
Rockford, IL 61103

Jack Margeson                  Judgment                   $40,000
c/o Attorney
John F. Eichler, Esq.
1559 South Hull Avenue
Westchester, IL 60154

Citi Cards                     Credit Card                 $5,800
P.O. Box 688908
Des Moines, IA 50368-8908

Washington Mutual Card         Credit Card                 $8,570
Services

G.E. Money Bank                Credit Card                 $5,652

Washington Mutual Bank         Credit Card                 $4,239

Orchard Bank-H.S.B.C. Card     Credit Card                 $1,000
Services


KANA SOFTWARE: Expects 3rd Qtr. Revenue of $16.3 to $16.7 Million
-----------------------------------------------------------------
KANA Software Inc. disclosed recently that the company expects to
report total revenue ranging between $16.3 million to
$16.7 million for the third quarter ended Sept. 30, 2007.  This
represents growth of more than 21% as compared to total revenue of
$13.4 million in the prior quarter and an increase of over 23%
from $13.2 million reported in the third quarter of 2006.  In
addition, the company expects to report license revenue between
$5.6 million to $5.8 million, representing sequential growth in
excess of 59% as compared to $3.5 million in the prior quarter and
growth of over 28% from $4.3 million in the third quarter of 2006.

Michael Fields, chief executive officer of KANA, stated, "we are
very pleased to be able to announce these exceptional preliminary
results showing very strong total and license revenue growth.  Our
financial momentum reflects the market demand for KANA's solutions
and strategic services, and our ability to capitalize on our large
and growing pipeline of opportunities."

Third quarter results are preliminary and subject to the usual
quarterly financial review by KANA's independent registered public
accounting firm.  KANA Software will announce its third quarter
2007 financial results after the market close on Tuesday, Oct. 30,
2007.

                       About Kana Software

Headquartered in Menlo Par, California, Kana Software Inc. (OTC
BB: KANA) -- http://www.kana.com/ -- provides customer service  
solutions to the world's largest and fastest growing companies.

                          *     *     *

At June 30, 2007, the company reported $36.8 million in total
assets and $41.9 million in total liabilities, resulting in a
$5.1 million total shareholders' deficit.


KSJR HEALTHCARE: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: KSJR Healthcare LLC
        3003 Corporate Center Drive
        P.O. Box 383
        Bryant, AR 72022

Bankruptcy Case No.: 07-15807

Chapter 11 Petition Date: October 19, 2007

Court: Eastern District of Arkansas (Little Rock)

Judge: James G. Mixon

Debtor's Counsel: Andrew L. Clark, Esq.
                  Clark, Byarlay & Sparks
                  620 West Third Street, Suite 100
                  Little Rock, AR 72201
                  Tel: (501) 376-0550
                  Fax: (501) 376-7447

Total Assets: $0

Total Debts:  $1,120,712

Debtor's list of its 15 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Quapaw Associates LLC            Operating Capital     $565,902
P.O. Box 383                     Loans
Bryant, AR 72022

Internal Revenue Service         940 & 941 Taxes       $254,870
Chief Insolvency Section
700 West Capitol Avenue
Stop 570
Little Rock, AR 72203

Pulaski County Tax Collector                            $79,966
201 South Broadway
Little Rock, AR 72201

Central Pharmacy                                        $68,906

McKesson                                                $26,000

AR Department Health and                                $21,680
Human Services

State of Arkansas                Unemployment           $13,916
                                 Contributions

                                 Withholding Taxes       $6,700

Z&D Medical Services                                    $16,480

St. Vincent Infirmary                                   $14,132

U.S. Foods                                              $14,509

Allcare                                                  $8,603

Central Laundry Equipment                                $6,729

Midstate Medical                                         $5,271

Hugh Burnett M.D.                                        $2,315

D&D Marketing                                            $1,150


LAKE MARTIN: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Lake Martin Partners, LLC
        142 South Woodburn Drive
        Dothan, AL 36305

Bankruptcy Case No.: 07-11470

Chapter 11 Petition Date: October 19, 2007

Court: Middle District of Alabama (Dothan)

Judge: Dwight H. Williams Jr.

Debtor's Counsel: Cameron A. Metcalf, Esq.
                  Espy & Metcalf & Espy, P.C.
                  P.O. Box 6504
                  Dothan, AL 36302
                  Tel: (334) 793-6288
                  Fax: (334) 712-1617

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 15 Largest Unsecured Creditors:

   Entity                         Nature of Claim   Claim Amount
   ------                         ---------------   ------------
Empire Financial Services, Inc.   Mortgage on        $16,960,739
121 Executive Parkway             Construction          Secured:
Milledgeville, GA 31061                              $16,957,278
                                                    Senior Lien:
                                                     $17,945,000

EAS Contractors, Inc.             Materialman's       $1,726,025
c/o Alec J. Brown, Esq.           Lien                  Secured:
P.O. Box 1977                                        $16,957,278
Alexander City, AL 35011                            Senior Lien:
                                                     $17,945,000

Scott Hunter / SH Welding         Materialman's         $196,730
c/o Mark Allen Treadwell, Esq.    Lien & Lawsuit        Secured:
129 West Columbus Street                             $16,957,278
Dadeville, AL 36853                                 Senior Lien:
                                                     $17,945,000

84 Lumber Co. L.P.                                      $142,290
                                                        Secured:
                                                     $17,000,000
                                                    Senior Lien:
                                                     $17,945,000

Rental Service Corp. USA, Inc.                          $117,446
                                                        Secured:
                                                     $17,000,000
                                                    Senior Lien:
                                                     $17,945,000

Building Materials                Materialman's          $49,529
Wholesale, Inc.                   Lien                  Secured:
                                                     $16,957,278
                                                    Senior Lien:
                                                     $17,945,000

W. David and Jan Davis            Contract Deposit       $39,000

James E. & Kelly J. Coker         Contract Deposit       $38,000

John Moore & Bruce Snead          Contract Deposit       $34,500

Mike Marblestone                  Contract Deposit       $34,500

John Lenz                         Contract Deposit       $34,500

Phillip Kaufman and               Contract Deposit       $34,500
Mike Horton

Michael and Nancy Spicer          Contract Deposit       $34,500

Teddy W. Welch, Sr. and           Contract Deposit       $32,500
Harry W. Welch, Jr.

Julie George/Howell Real          Contract Deposit       $32,500
Estate LLC

Don & Linda Marley                Contract Deposit       $32,500

Lewis A. Hunt                     Contract Deposit       $32,500

Patrick McGinty                   Contract Deposit       $32,500

Joel H. Ellis                     Contract Deposit       $32,500

Mark and Jamie Shertzer           Contract Deposit       $32,500


LEE TRACTOR: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Lee Tractor Co., Inc.
        P.O. Box 1587
        Washington, NC 27889

Bankruptcy Case No.: 07-03928

Type of Business: The Debtor sells a full line of John Deere
                  agricultural, commercial worksite and
                  consumer equipment.
                  See http://www.leetractor.com/

Chapter 11 Petition Date: October 18, 2007

Court: Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: Trawick H Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P.O. Box 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
RC2 Brands, Inc.                             $48,325
1971 Reliable Parkway
Chicago, IL 60686-1971

Wright Express                               $47,175
P.O. Box 6293
Carol Stream, IL 60197-6293

Business Card                                $47,093
P.O. Box 15710
Wilmington, DE 19886-5710

Kelley Manufacturing Co.                     $41,501

MPC Louisville Promotions                    $39,244

Dilmar Oil Company, Inc.                     $36,190

Equipment Apparell, LLC                      $21,435

Unverferth Manufacturing Co. Inc.            $21,342

AT&T                                         $18,088

Bank of America                              $17,458

FIA Card Services                            $17,244

W.R. Long, Inc.                              $15,298

Sentry Select Insurance                      $14,907

Citibank Advantage Card                      $14,617

Reddick Equipment Co.                        $14,126

Yetter MFG Company                           $12,413

Fastline Publications NC                     $10,677

RGIS Inventory Specialist                     $7,376

Lamar Companies                               $7,164

Big John MFG Co., Inc.                        $7,001


LEXINGTON ENERGY: Posts $1.7 Mil. Net Loss in Qtr. Ended Aug. 31
----------------------------------------------------------------
Lexington Energy Services Inc. Inc. reported a net loss of
$1.7 million on revenue of $129,528 for the third quarter ended
Aug. 31, 2007, compared with a net loss of $4.2 million on $0
revenue for the same period last year.

At Aug. 31, 2007, the company's consolidated balance sheet showed
$8.0 million in total assets, $4.6 million in total liabilities,
and $3.4 million in total shareholders' equity.

The company's consolidated balance sheet at Aug. 31, 2007, also
showed strained liquidity with $554,937 in total current assets
available to pay $2.0 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Aug. 31, 2007, are available for
free at http://researcharchives.com/t/s?2460

                    Going Concern Doubt

At Aug. 31, 2007, the company had not yet achieved profitable
operations, has accumulated losses of $6.2 million since its
inception, has a working capital deficiency of $1.4 million and
expects to incur further losses in the development of its
business, all of which casts substantial doubt about the company's
ability to continue as a going concern.

                      About Lexington Energy

Headquartered in Alberta, Canada, Lexington Energy Services Inc.  
(OTC BB: LXES) --  http://www.lexingtonenergyservices.com/-- is a  
publicly traded integrated oil field service provider.


LOIUSIANA BAY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Loiusiana Bay Pirogue Cove, L.P.
        2030 Union Street, Suite 300
        San Francisco, CA 94123

Bankruptcy Case No.: 07-35124

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

Chapter 11 Petition Date: October 19, 2007

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: John E. Mitchell, Esq.
                  Vinson & Elkins, L.L.P.
                  2001 Ross Avenue, 3700 Trammell Crow Center
                  Dallas, TX 75201
                  Tel: (214) 220-7700
                  Fax: (214) 220-7716

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


MACY'S INC: Moody's Affirms Preferred Shelf Rating at (P)Ba1
------------------------------------------------------------
Moody's Investors Service affirmed all ratings of Macy's, Inc.,
including its long term rating of Baa2 and Prime 2 short term
rating, but changed the outlook to negative from stable.  The
change in outlook was prompted by the continuing negative
comparable store sales in the former May doors, credit metrics
that are at the trigger points cited in Moody's Credit Opinion of
Feb. 28, 2007, for a downgrade, and the uncertain outlook on
consumer spending that could further delay improvement in the
former May stores' performance.

Ratings affirmed:

   -- Senior unsecured debt rating Baa2
   -- Subordinated shelf rating (P)Baa3
   -- Preferred shelf rating (P)Ba1
   -- Prime 2 rating for commercial paper

Macy's Baa2 long term ratings reflect the company's size and
national presence, which are a competitive advantage, strong
merchandising, and private label expertise as well as company's
quality of real estate.  Incorporated into the rating are also the
company's more aggressive financial policies and the fierce
competition in the retail sector.  The rating outlook is negative
reflecting the ongoing challenges of the year ahead which could
cause credit metrics to weaken.  Ed Henderson, Senior Analyst
said: "the uncertain outlook for consumer spending in the all-
important fourth quarter and into the first half of 2008 could
further delay the expected improvement in the former May stores'
performance."

Ratings could be lowered if Macy's overall department store
franchise and operating performance deteriorated as evidenced by
negative comparable store sales, eroding margins and/or
Debt/EBITDA that was likely to be sustained above 3.7x and/or
EBIT/Interest less than 3.0x.

Macy's Inc. is one of the country's largest department stores
operators, with more than 850 department stores in 45 states, the
District of Columbia, Guam and Puerto Rico, operating under the
banners Macy's and Bloomingdale's.  The August 2005 acquisition of
May nearly doubled Federated/Macy's scale - sales for the latest
12 months ending August 4, 2007, were $26.8 billion.


MARCAL PAPER: Panel Hires Wilson Elser as Environmental Counsel
---------------------------------------------------------------
The United States Bankruptcy Court for the District of New Jersey
gave the Official Committee of Unsecured Creditors of Marcal Paper
Mills Inc., authority to retain Wilson Elser Moskowitz Edelman &
Dicker LLP, as its special environmental counsel.

The Committee says that the Debtor may negotiate a settlement of
the environmental claims without the full knowledge of the
Committee and the impact of any settlement on the potential
distributions to the Debtor's unsecured creditors.

Kenneth A. Rosen, Esq., at Lowenstein Sandler PC., added that
despite the Committee and the Debtor showing common concerns with
respect to that claim, the interest of both parties are not
aligned.

As the Committee's special environmental counsel, Wilson Elser
will advise the Committee with respect to the effect of the
environmental claims.  

The firm's professionals current hourly rates are:

   Designations            Hourly Rates
   ------------            ------------
   Partners                   $295
   Counsel                    $250
   Associates                 $200
   Legal Assistants            $90

Michael J. Naughton, Esq., a member of the firm, assures the Court
that the firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

Mr. Naughton can be reached at:

   Michael J. Naughton, Esq.
   Wilson Elser Moskowitz Edelman & Dicker LLP
   33 Washington Street
   Newark, New Jersey 07102
   Tel: (973) 624-0800
   Fax: (973) 624-0808
   http://www.wilsonelser.com/

Based in Elmwood Park, New Jersey, Marcal Paper Mills Inc.
-- http://www.marcalpaper.com/-- is a privately-held, fourth   
generation family business.  Founded in 1932, it employs over 900
people in its Elmwood Park, New Jersey and Chicago, Illinois
manufacturing operations.  The company produces over
160,000 tons of finished paper products, including bath tissue,
kitchen towels, napkins and facial tissue, distributed to retail
outlets for home consumption and to distributors for away-from-
home use in hotels, restaurants, hospitals, offices and factories.

The Debtor filed for chapter 11 protection on Nov. 30, 2006
(Bankr. D. N.J. Case No. 06-21886).  Gerald H. Gline, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard P.A. represent the Debtor.  Kenneth Rosen, Esq., and Mary
E. Seymour, Esq., at Lowenstein Sandler PC represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of more than $100 million.


MARK IV: Weak Financial Results Cue S&P's Negative CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating and related issue-level ratings on Mark IV Industries Inc.
on CreditWatch with negative implications.
      
"The CreditWatch placement reflects Mark IV's recent weak
financial results amid difficult operating conditions, which have
resulted in key credit ratios that are below our expectations for
the current rating," said Standard & Poor's credit analyst Gregg
Lemos Stein.

Mark IV, an Amherst, New York-based supplier of automotive, heavy-
duty truck, and other transportation equipment, has total debt of
about $1.3 billion after Standard & Poor's adjustments for
pensions and other postretirement benefits, operating leases, and
trade receivables sold.
     
Standard & Poor's will assess the prospects for recovery in Mark
IV's credit measures in light of the difficult operating
conditions in the North American automotive and heavy-duty truck
markets and the sale of the platform and power-train businesses.  
S&P will also evaluate the company's outlook for maintaining
adequate liquidity.  Any downgrade would likely be limited to one
notch.


MCMORAN EXPLORATION: Sept. 30 Balance Sheet Upside-Down by $100MM
-----------------------------------------------------------------
McMoRan Exploration Co.'s consolidated balance sheet at Sept. 30,
2007, showed $1.81 billion in total assets and $1.91 billion in
total liabilities, resulting in a $100.0 million total
shareholders' deficit.

The company's consolidated balance sheet at Sept. 30, 2007,
moreover showed strained liquidity with $190.5 million in total
current assets available to pay $413.5 million in total current
liabilities.

The company reported a net loss of $52.2 million for the third
quarter of 2007 compared with a net loss of $19.0 million for the
third quarter of 2006.  McMoRan's third-quarter 2007 financial and
operating results include the acquired Newfield properties
beginning on the Aug. 6, 2007, close date.  The results of the
acquired properties from the July 1, 2007, effective date through
the closing date are reflected as a purchase price adjustment on
McMoRan's balance sheet.

McMoRan's net loss from continuing operations for the third
quarter of 2007 totaled $51.0 million, including:

  (a) $37.1 million in exploration expense, including
      $12.5 million for the acquisition of seismic data for the
      acquired Newfield acreage and $20.4 million for
      nonproductive exploratory well costs primarily associated
      with the Cas well at South Timbalier Block 98,

  (b) an impairment charge of $13.6 million to write off the
      remaining net book value of the Cane Ridge field,
  
  (c) a gain of $10.7 million for noncash mark-to-market  
      accounting adjustments associated with McMoRan's derivative
      contracts, and

  (d) $2.3 million of start-up costs associated with Main Pass
      Energy Hub(TM).  

McMoRan's net loss from its continuing operations for the third
quarter of 2006 totaled $16.1 million, which included
$23.4 million of exploration expenses and $3.2 million of start-up
costs associated with MPEH(TM).

James R. Moffett and Richard C. Adkerson, McMoRan's co-chairmen,
said: "We are pleased to have completed the acquisition of the
Newfield Gulf of Mexico properties during the quarter, which has
significantly expanded our scale and footprint in our geographic
area of focus.  The significant production, reserves and leasehold
acreage acquired complements our deep gas exploration program.  
The positive results from our Flatrock discovery have important
implications for our future drilling plans in this area.  We are
enthusiastic about the results to date and will aggressively
pursue future operations in this highly prospective area."

                       Newfield Acquisition

On Aug. 6, 2007, McMoRan completed the acquisition of
substantially all of the proved property interests and related
assets of Newfield Exploration Company on the outer continental
shelf of the Gulf of Mexico for total cash consideration of
approximately $1.1 billion and the assumption of the related
reclamation obligations.  

The Newfield properties include 124 fields on 148 offshore blocks
covering approximately 1.25 million gross acres.  Estimated proved
reserves for the Newfield properties as of July 1, 2007, totaled
approximately 321.3 Bcfe, of which approximately 71% represented
proved reserves of natural gas.

McMoRan also acquired a 50% interest in Newfield's unproved non-
producing exploration leases on the outer continental shelf of the
Gulf of Mexico and certain of Newfield's interests in leases
associated with its Treasure Island and Treasure Bay ultra deep
prospects, including the Blackbeard No. 1 exploratory prospect at
South Timbalier Block 168.  McMoRan is working to identify 'deeper
pool' exploration prospects on this acreage position.

Since the Aug. 6, 2007, closing date, the Newfield properties
contributed $95.4 million of oil and gas revenues to McMoRan and
revenues after associated production and delivery costs totaled
$76.7 million.  Depreciation, depletion and amortization expense
associated with these properties, including the effects of
purchase accounting, totaled $58.1 million for the period.  For
the full third quarter of 2007, the Newfield properties generated
oil and gas revenues of $164.3 million and $128.8 million after
associated production and delivery costs.

                            Production

Third-quarter 2007 production, including results from the Newfield
properties since the Aug. 6, 2007, closing date, averaged 185
MMcfe/d net to McMoRan, compared with 75 MMcfe/d in the third
quarter of 2006.  Pro forma third-quarter 2007 production averaged
289 MMcfe/d, including 241 MMcfe/d from the Newfield properties
since July 1, 2007, and 48 MMcfe/d from legacy McMoRan properties,
below previous estimates reported in July 2007 of 300 MMcfe/d
primarily as a result of the exercise of preferential rights on
one of the acquired properties.  After considering production
consumed in operations, pro forma production for the quarter
averaged approximately 278 MMcfe/d.

                             Revenues

Third-quarter 2007 revenues include the acquired Newfield
properties beginning on the Aug. 6, 2007, acquisition closing
date.  McMoRan's third-quarter 2007 oil and gas revenues totaled
$131.0 million, compared to $57.8 million during the third quarter
of 2006.  During the third quarter of 2007, McMoRan's sales
volumes totaled 12.6 Bcf of gas and 724,600 barrels of oil and
condensate, including 9.7 Bcf of gas and 498,000 barrels of oil
and condensate from the Newfield properties since the Aug. 6,
2007, close date, compared to 4.4 Bcf of gas and 449,500 barrels
of oil and condensate in the third quarter of 2006.  McMoRan's
third-quarter comparable average realizations for gas were
$6.17 per thousand cubic feet (Mcf) in 2007 and $6.51 per Mcf in
2006; for oil and condensate McMoRan received an average of $75.08
per barrel in third-quarter 2007 compared to $65.11 per barrel in
third-quarter 2006.

                  Cash and Capital Expenditures

Capital expenditures totaled $32.6 million for the third quarter
of 2007 and $109.2 million for the nine-months ended Sept. 30,
2007.  Capital expenditures are expected to total approximately
$190 million for the year, including approximately $150 million
for exploration and development expenditures associated with
McMoRan's deep gas activities and $40 million for development
costs associated with the Newfield properties in 2007.  Spending
may be increased as additional opportunities become available or
to fund additional development capital expenditures on successful
wells.  In addition, McMoRan plans to incur approximately
$3 million to advance commercialization of the MPEH(TM) in the
fourth quarter of 2007.

The Newfield transaction was funded with borrowings of
$394 million under a new $700 million bank credit facility and
$800 million in borrowings under a bridge loan facility.
Additionally, McMoRan issued $100 million in letters of credit
under its bank credit facility to support abandonment obligations
associated with the acquired properties.  In connection with the
closing, McMoRan repaid an existing $100 million term loan.

Borrowings under the bank credit facility at Sept. 30, 2007,
totaled $313 million.  McMoRan expects to issue long-term notes
and equity and/or equity-linked securities to repay the
$800 million bridge loan facility.  In October 2007, McMoRan's
shelf registration statement was declared effective by the
Securities and Exchange Commission.

                   About McMoran Exploration

Headquartered in New Orleans, McMoRan Exploration Company (NYSE:
MMR) -- http://www.mcmoran.com/-- is an independent public  
company engaged in the exploration, development and production of
oil and natural gas offshore in the Gulf of Mexico and onshore in
the Gulf Coast area.  McMoRan is also pursuing plans for the
development of the MPEH(TM) which will be used for the receipt and
processing of liquefied natural gas and the storage and
distribution of natural gas.


MERIT TRANSPORTATION: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Merit Transportation Company LLC
        10330 South 152 Street
        Omaha, NE 68138

Bankruptcy Case No.: 07-82148

Type of Business: The Debtor offers refrigerated delivery services
                  in 48 U.S. states.  
                  See http://www.merittransco.com/

Chapter 11 Petition Date: October 19, 2007

Court: District of Nebraska (Omaha)

Debtor's Counsel: Andrew Warren Muller, Esq.
                  Stinson Morrison Hecker LLP
                  1299 Farnam Street
                  Omaha, NE 68102
                  Tel: (402) 930-1744
                  Fax: (402) 930-1701

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
John Houston                     Loan                  $345,000
5106 South 181st Plaza
Omaha, NE 68135

Truckload Management Inc.        Trade Debt            $276,247
4172 Solutions Center
Chicago, IL 60677

James Hill                       Loan                  $225,000
9224 South 232rd
Gretna, NE 68028

Monarch Holding                  Loan                  $200,000

HDM Benefit Solutions            Health Insurance      $169,465

Mid-States Utility               Loan                  $169,465

Ulrike Eitel                     Loan                  $150,000

Dakota Truck Underwriters        Workers'              $159,457
                                 Compensation
                                 Insurance

Oakland/Redaok Holding           Loan                  $150,000

Bridgestone/Firestone                                  $114,388

Natstar                          Loan                  $114,388

Ron Rasmussen                    Loan                  $100,000

TMW Systems, Inc.                Trade Debt             $90,103

Prepass                          Trade Debt             $87,526

Michelin North America           Trade                  $78,626

McGrath, North,                  Trade                  $66,570
Mullin & Kratz

Qualcomm Inc.                    Trade Debt             $64,951

American Express                 Credit Cards           $59,467

Thermo King Christensen          Trade Debt             $44,881

Midland Carrier Transicold       Trade Debt             $38,456


MERITAGE MORTGAGE: Fitch Junks Ratings on Two Certificate Classes
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on Meritage Mortgage
Corporation asset-backed certificates as:

Series 2004-2

  -- Class M-1 affirmed at 'AA+';

  -- Class M-2 affirmed at 'AA+';

  -- Class M-3 affirmed at 'AA';

  -- Class M-4 affirmed at 'AA-';

  -- Class M-5 affirmed at 'A+';

  -- Class M-6 affirmed at 'A', and removed from Rating Watch
     Negative;

  -- Class M-7 downgraded to 'BB+' from 'A-', and removed from
     Rating Watch Negative;

  -- Class M-8 downgraded to 'B' from 'BB+';

  -- Class M-9 downgraded to 'C/DR2' from 'BB';

  -- Class M-10 downgraded to 'C/DR3' from 'B+'.

The affirmations reflect an adequate relationship between credit
enhancement and expected loss and affect approximately
$93.2 million in outstanding certificates.  The downgrades affect
approximately $14.5 million of the outstanding certificates.

The negative rating actions reflect continued deterioration in the
relationship between CE and future loss expectations.  The
transaction is experiencing monthly losses that exceed the
available excess spread.  As of the September 2007 distribution,
the transaction has exhausted its overcollateralization and the
most subordinate bond has begun to experience writedowns due to
losses.  Non-performing loans comprise 38.15% of the pool.

The pool is seasoned 36 months and has a pool factor of 11%.  
The mortgage pool consists of conventional, first and second lien,
adjustable- and fixed-rate residential mortgages.  The mortgage
loans were originated by Meritage Mortgage Corp. The loans are
serviced by Saxon Mortgage Services, Inc., rated 'RPS2+' by Fitch.

Fitch will closely monitor the relationship between XS and monthly
losses for those transactions in the upcoming months. If the
losses continue to exceed XS, the ratings will be reassessed.


MERRILL LYNCH: Moody's Junks Ratings on Six Certificate Classes
---------------------------------------------------------------
Moody's Investors Service downgraded certain certificates from
transactions issued by Merrill Lynch Mortgage Investors Trust in
2005.  The transactions are backed by subprime second lien loans.

The projected pipeline loss has increased over the past few months
and is likely to affect the credit support for these certificates.
Furthermore, many underlying first lien loans are likely to have
pending interest rate resets, which may cause an increase in
delinquencies and defaults on the second lien loans in the pool.
The certificates are being downgraded based on the fact that the
bonds' current credit enhancement levels, including excess spread,
may be too low compared to the current projected loss numbers at
the current rating level.

Complete rating actions are:

Issuer: Merrill Lynch Mortgage Investors Trust

Downgrade:

   -- Series 2005-NCA, Class B-4, downgraded from Ba1 to B3;
   -- Series 2005-NCA, Class B-5, downgraded from B2 to Ca;
   -- Series 2005-NCB, Class B-4, downgraded from Ba1 to B3;
   -- Series 2005-NCB, Class B-5, downgraded from Ba2 to Ca;
   -- Series 2005-SL1, Class B-5, downgraded from B3 to Ca;
   -- Series 2005-SL2, Class B-3, downgraded from Baa3 to B3;
   -- Series 2005-SL2, Class B-4, downgraded from Ba1 to Ca;
   -- Series 2005-SL2, Class B-5, downgraded from B3 to C;
   -- Series 2005-SL3, Class B-3, downgraded from Baa3 to Ba3;
   -- Series 2005-SL3, Class B-4, downgraded from Ba1 to B3;
   -- Series 2005-SL3, Class B-5, downgraded from Ba2 to Ca.


MERRILL LYNCH: Moody's Puts Ratings on Five Certs. Under Watch
--------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
ratings of five tranches issued by Merrill Lynch Mortgage
Investors Trust, Series 2005-HE1.  The collateral backing the deal
consists primarily of first-lien, subprime fixed and adjustable
rate mortgage loans.

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

Complete rating actions are:

Issuer: Merrill Lynch Mortgage Investors Trust, Series 2005-HE1

Review for possible downgrade:

   -- Cl. B-1, currently Baa1; on review for possible downgrade;
   -- Cl. B-2, currently Baa2; on review for possible downgrade;
   -- Cl. B-3, currently Baa3; on review for possible downgrade;
   -- Cl. B-4, currently Ba1; on review for possible downgrade;
   -- Cl. B-5, currently Ba2; on review for possible downgrade.


MEZZ CAP: Fitch Affirms 'B-' Rating on $600,000 Class J Certs.
--------------------------------------------------------------
Fitch Ratings affirms Mezz Cap's commercial mortgage pass-through
certificates, series 2005-C3, as:

  -- $41.1 million class A at 'AAA';
  -- Interest only class X at 'AAA';
  -- $1.8 million class B at 'AA';
  -- $1.9 million class C at 'A';
  -- $3.2 million class D at 'BBB';
  -- $1.8 million class E at 'BBB-';
  -- $1.6 million class F at 'BBB-';
  -- $1.7 million class G at 'BB';
  -- $4.9 million class H at 'B';
  -- $0.6 million class J at 'B-'.

Fitch does not rate the $3.9 million class K certificates.

The affirmations reflect stable performance and minimal paydown
since Fitch's last review.  As of the October 2007 remittance
report, the pool's aggregate certificate balance has decreased
1.4% to $62.5 million from $63.4 million at issuance.  Two loans
(1.6%) are currently in special servicing.

The mortgage loans consist of two notes - the A note, or senior
component, which is not included in this trust's mortgage assets,
and the B note.  The B notes in this pool consist of subordinate
interests in the first mortgage loans.  All loans are secured by
traditional commercial real estate property types and are subject
to standard intercreditor agreements that limit the rights and
remedies of the B note holder in the event of default and upon
refinancing.  In a default, the B notes are subject to higher loss
severity due to their subordinate positions.

The larger specially serviced loan (0.9%) is collateralized by a
multifamily student housing property in Tallahassee, FL, and is 90
days delinquent.  The property transferred to the special servicer
due to imminent default as a result of a significant decline in
occupancy.  The special servicer is pursuing foreclosure.

The smaller specially serviced loan (0.7%) is collateralized by a
multifamily property in Middletown, Ohio, and is 90 days
delinquent.  The loan transferred to the special servicer in May
2006 due to imminent default.  The special servicer is pursuing
foreclosure.  The non-rated class K is sufficient to absorb
expected losses on the specially serviced loans.


MGM MIRAGE: Completes $1.19BB Private Placement with Dubai World
----------------------------------------------------------------
MGM MIRAGE has completed its private placement whereby Dubai
World, through its wholly-owned subsidiary Infinity World
Investments, has purchased 14.2 million shares of common stock of
MGM MIRAGE for a total purchase price of approximately
$1.19 billion or $84 per share.

The shares were issued directly by MGM MIRAGE to Infinity World
Investments from treasury shares held by MGM MIRAGE.  The private
placement was completed pursuant to an exemption from the
registration requirements under the Securities Act of 1933 and
pursuant to the terms and conditions of the company stock purchase
and support agreement between Infinity World Investments and MGM
MIRAGE.

Immediately after the close of this transaction, Infinity World
Investments beneficially owns 14,548,838 shares, representing
approximately 4.8% of the outstanding shares, of MGM MIRAGE's
common stock, including 348,838 shares purchased by Dubai World in
its tender offer that expired on Oct. 5, 2007.

Under the stock purchase and support agreement, Infinity World
Investments may have, certain registration, board participation,
and anti-dilution rights.  In addition, Infinity World Investments
and its affiliates have agreed, subject to limited exceptions, not
to beneficially own more than 20% of the outstanding shares of MGM
MIRAGE's common stock.

             About Infinity World and Dubai World
    
Infinity World Investments LLC is a wholly-owned subsidiary of
Dubai World -- http://www.dubaiworld.ae/-- which is a major   
investment holding company with a portfolio of businesses that
includes DP World, Jafza, Nakheel, Dubai Drydocks, Maritime City,
Istithmar, Kerzner, One & Only, Atlantis, Barney's, Island Global
Yachting, Limitless, Inchcape Shipping Services, Tejari,
Technopark and Tamweel.  The Dubai World Group has more than
50,000 employees in over 100 cities around the globe.  The group
also has real estate investments in the US, the UK and South
Africa.  In the last five years, Dubai World has developed 80,000
luxury residential villas and apartments and approximately three
million square feet of retail space.

                      About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.         
It owns and operates 17 properties located in Nevada, Mississippi
and Michigan, and has investments in three other properties in
Nevada, New Jersey and Illinois.

                         *     *     *
As reported in the Troubled Company Reporter on Oct. 12, 2007,
Standard & Poor's Ratings Services affirmed the 'BB' corporate
credit rating on MGM MIRAGE and removed them from CreditWatch,
where they were placed with positive implications Aug. 22, 2007.  
The rating outlook is positive.


MODAVOX INC: Earns $158,013 in Second Quarter Ended Aug. 31
-----------------------------------------------------------
Modavox Inc. reported net income of $158,013 on sales of
$1.1 million for the second quarter ended Aug. 31, 2007, compared
with net income of $53,708 on sales of $698,946 for the same
period last year.

At Aug. 31, 2007, the company's consolidated balance sheet showed
$6.4 million in total assets, $967,170 in total liabilities, and
$5.5 million in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Aug. 31, 2007, are available for
free at http://researcharchives.com/t/s?245f

                      Going Concern Doubt

Malone & Bailey PC, in Houston, expressed substantial doubt about
Modavox Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Feb. 28, 2007.  The auditing firm pointed to the
company's recurring losses from operations.

                      About Modavox Inc.

Headquartered in Phoenix, Arizona, Modavox Inc. (OTC BB: MDVX.OB)
-- http://www.modavox.com/-- offers Internet broadcasting and  
produces and syndicates online audio and video.  It also offers
comprehensive online tools for reaching targeted niche communities
worldwide.


MORGAN STANLEY: Moody's Lowers Ratings on Six Certificate Classes
-----------------------------------------------------------------
Moody's Investors Service has downgraded six classes of
certificates from Morgan Stanley Mortgage Loan Trust 2005-8SL.
The transaction is backed by closed-end second lien loans.

The projected pipeline has increased over the past a few months
and is likely to affect the credit support for these certificates.
Furthermore, many underlying first lien loans are likely to have
pending interest rate resets, which may cause an increase in
delinquencies and defaults on the second lien loans in the pool.
The certificates are being downgraded based on the fact that the
bonds' current credit enhancement levels, including excess spread,
may be too low compared to the current projected loss numbers at
the current rating level.

Complete rating actions are:

Issuer: Morgan Stanley Mortgage Loan Trust

   -- Series 2005-8SL, Class M-6, Downgraded to Baa3 from A3;
   -- Series 2005-8SL, Class B-1, Downgraded to Ba3 from Baa1;
   -- Series 2005-8SL, Class B-2, Downgraded to B3 from Baa2;
   -- Series 2005-8SL, Class B-3, Downgraded to Caa2 from Baa3;
   -- Series 2005-8SL, Class B-4, Downgraded to Ca from Ba1;
   -- Series 2005-8SL, Class B-5, Downgraded to C from B2.


MOVIE GALLERY: Court Okays Kutak Rock as Local Counsel
------------------------------------------------------
Movie Gallery, Inc. and its debtor-affiliates obtained permission
from the U.S. Bankruptcy Court for the Eastern District of
Virginia to employ Kutak Rock, LLP as their local counsel for the
Richmond Bankruptcy Division of Virginia.

Kutak Rock will:

   (a) advise the Debtors with respect to their powers and
       duties as Debtors-In-Possession in the continued
       management and operation of their business and properties;

   (b) advise and consult on the conduct of the Chapter 11
       cases, including all of the legal and administrative
       requirements of operating in Chapter 11;
  
   (c) take all necessary action to protect and preserve the
       Debtors' estates, which includes:

       1) prosecuting actions on the Debtors' behalf;

       2) defending any action commenced against the Debtors; and

       3) representing the Debtors' interests in negotiations
       concerning all litigation in which the Debtors are
       involved, including objections to claims filed against the
       Debtors' estates;
      
   (d) prepare appropriate pleadings, including motions,
       applications, orders, reports and papers necessary or
       otherwise beneficial to the administration of the Debtors'
       estates;

   (e) act as conflicts counsel to the Debtors in connection
       with matters that cannot be appropriately handled by
       proposed Lead Counsel, Kirkland & Ellis, LLP, because of a
       conflict of interest or otherwise; and

   (f) perform all other necessary or otherwise beneficial
       legal services for the Debtors.

The firm will be paid based on its standard hourly rates:

   Designation                  Hourly Rate
   -----------                  -----------
   Partners                     $190 - $455
   Of Counsel                   $160 - $400
   Associates                   $140 - $265
   Paraprofessionals             $60 - $150

These Kutak Rock professionals are expected to provided services
to the Debtors:

   Professional                 Hourly Rate
   ------------                 -----------
   Michael A. Condyles, Esq.       $340
   Loc Pfeiffer, Esq.              $310
   Peter J. Barrett, Esq.          $275
   Kimberly A. Pierro, Esq.        $195
   Ronald A. Page, Jr., Esq.       $195

In October 2007, the firm received a prepetition retainer fee of
$125,000 from the Debtors, from which Kutak Rock drew $67,000,
for application to the outstanding balance for the legal services
and expenses incurred.

The Debtors do not owe Kutak Rock any postpetition amounts.

Mr. Condyles, Esq., a partner at Kutak Rock, has assured the
Court that Kutak Rock is a "disinterested person", as defined in
Section 104(14) of the Bankruptcy Code.  The firm does not hold
or represent any interests in the Debtors' estates, Mr. Condyles
says.

                      About Movie Gallery

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

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

When the Debtors' filed for protection from their creditors, they
listed total assets of $891,993,000 and total liabilities of
$1,419,215,000.  (Movie Gallery Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/  
or 215/945-7000)


MOVIE GALLERY: Employs Alvarez & Marsal as Restructuring Advisors
-----------------------------------------------------------------
Movie Gallery, Inc. and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the Eastern District of
Virginia to employ Alvarez & Marsal North America, LLC, and
Alvarez & Marsal Business Consulting, LLC, as their advisors for
restructuring and business consulting matters in their Chapter 11
cases.

Pursuant to a restructuring engagement letter with the firm,  the
Debtors appointed William C. Kosturos, a managing director of A&M
North America, as chief restructuring officer for the Debtors.  
Certain of A&M North America's professionals have also assumed
office positions, and are coordinating closely with the Debtors'
senior management:

   Position                              Professionals
   --------                              -------------
   Senior Vice President for Finance     Kay Hong

   Treasurer                             Jon Goulding        

   Assistant Restructuring Officers      Michael Kang
                                         Eric Bradford
                                         David Charne
                                         Michael Arko
                                         Tanner MacDiarmid

Alvarez & Marsal will:

    -- identify cost reduction and operations improvement
       opportunities;

    -- lead the real estate downsizing initiative;

    -- perform accounting, finance and treasury functions and
       any other activities approved by the Debtors' chief
       financial officer and agreed to by Alvarez;

    -- perform treasury management and other related services;
       and

    -- perform other restructuring activities that are
       approved by the Debtors' chief executive officer or its
       Board of Directors, and agreed to by Alvarez.

                    Business Consulting Team

For the Business Consulting services, John Rossman was appointed
interim chief information officer reporting to the chief
financial officer.  Tracy Sennett from A&M Business Consulting
was appointed interim assistant chief information officer.

Mr. Rossman will devote half to three-quarters of his time to the
Debtors' projects, and his other duties include assignments
unrelated to the Debtors' Chapter 11 cases.

Based on these prepetition activities, Mr. Rossman and the other
A&M Business Consulting professionals have become familiar with
the Debtors' information technology infrastructure and are
integrated with the Debtors' information technology management
team.

Accordingly, the A&M Business Consulting Team will:

   (a) provide interim management to the information technology
       organization;

   (b) implement a "Phase 3 Information Technology Management"
       program and appropriate follow-up;

   (c) pursue information technology budget opportunities;

   (d) align information technology organization relative to
       enterprise planning initiatives;

   (e) develop source models for key information technology
       functions;

   (f) manage the information technology project portfolio and e-  
       commerce initiative; and

   (g) pursue other information technology management activities
       as directed by the Debtors' management and agreed to by  
       Alvarez.

The Restructuring Team will be paid base on these standard hourly
rates:

      Designation               Hourly Rate
      -----------               -----------
      Managing Director         $550 - $675
      Director                  $375 - $550
      Associate                 $275 - $375
      Analyst                   $175 - $275

The Business Consulting Team will be paid based on these hourly
rates:

      Designation               Hourly Rate
      -----------               -----------
      Managing Director         $400 - $465
      Senior Director           $350 - $420
      Director                  $290 - $385
      Manager                   $225 - $310
      Consultant                $180 - $240

To date, the Debtors have paid prepetition amounts to Alvarez &
Marsal:

   * Restructuring payments for $11,181,152; and
   * Business Consulting fees for $2,237,365.

The Debtors do not owe any prepetition amounts to Alvarez
Restructuring or Alvarez Business Consulting.

Pursuant to Section 363 of the Bankruptcy Code, Alvarez and
Marsal may not be considered a "disinterested person" because the
Alvarez professionals have assumed senior management roles with
the Debtors in the past two years.

                      About Movie Gallery

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

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

When the Debtors' filed for protection from their creditors, they
listed total assets of $891,993,000 and total liabilities of
$1,419,215,000.  (Movie Gallery Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/  
or 215/945-7000)


MOVIE GALLERY: Creditors Must File Proofs of Claim by January 25
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia set
Jan. 25, 2008 as the deadline for all creditors holding claims
against Movie Gallery, Inc. and its debtor-affiliates, to file
their proofs of claims.

Additionally, the Court:

   (a) established the later of the general bar date and 30 days
       after a claimant is served with notice that the Debtors
       have amended their statements of financial affairs and
       schedules of assets and liabilities, as the bar date for
       filing a proof of claim with respect to that claim -- the
       amended schedule bar date;

   (c) established the latest of:

       1) the General Bar Date;

       2) 30 days after the date of the entry of any order
          authorizing the rejection of an executory contract or
          unexpired lease; and

       3) 30 days after the effective date of the rejection of the
          executory contract or unexpired lease as the bar date by
          which a proof of claim relating to the Debtors'
          rejection of the contract or lease must be filed -- the
          Rejection Bar Date;

   (d) established 180 days after the date of bankruptcy filing as
       the deadline for all governmental units to file a proof of
       claim in the Chapter 11 cases; and

   (e) approved the form and manner of the notice of commencement
       of the Debtors' Chapter 11 cases, and notice of the bar
       dates.

Rule 3003-1(A) of the Local Bankruptcy Rules for the U.S.
Bankruptcy Court for the Eastern District of Virginia provides
that a claims bar date should be set at a date 90 days after the
date first scheduled for the meeting of creditors under Section
341 of the Bankruptcy Code, which, in the Debtors' Chapter 11
cases, would likely be in or around March 2008, Richard M. Cieri,
Esq., at Kirkland & Ellis LLP, in New York, relates.

Mr. Cieri notes that Rule 3003-1(A) does not compel the Court to
set the general bar date at this time, but only provides a
default claims bar date in the event a party-in-interest does not
request a bar date by motion.  The Court retains discretion to
set the claims bar date on the date requested by the Debtors, he
adds.

The Debtors submit that as they are presently engaged in
constructive negotiations with their significant creditor
constituencies, the proposed general bar date will facilitate
these negotiations by removing uncertainty and "undue caution",
and avoid an otherwise expected increase in expenses incurred.

To adequately protect the interests of the Creditors and parties-
in-interest, the Debtors will:

   * serve the Notice of Commencement of their Chapter 11 cases
     on or before Oct. 24, 2007;

   * file their schedules on or before Nov. 30, 2007, and
     make the Schedules publicly available to the Creditors and
     other parties-in-interest, allowing the parties ample time
     to review and determine if there is a need to file a claim
     or attend the Creditors' meeting;

   * provide notice by publication of the approved General Bar
     Date in major newspapers, like the The Wall Street Journal,
     The New York Times and The Washington Post, to be published
     no less than 45 days before the earliest Bar Date.

            Parties Required to File Proofs of Claim

The bar dates will apply to claims held or to be asserted against
the Debtors -- whether secured or unsecured, priority or
nonpriority, contingent or noncontingent, liquidated or
unliquidated or disputed or undisputed -- including:

   (a) any claim that is listed in the schedules as "contingent,"
       "unliquidated," "disputed" or any of their combinations,  
       if the claimant desires to participate in any of the
       Chapter 11 cases or share the claim amount in any   
       distribution;

   (b) any claim that is improperly classified in the Schedules
       or is listed in an incorrect amount if the claimant seeks
       to have the claim allowed in a classification or amount
       other than as set forth in the schedules;
      
   (c) any claim that is not listed in the applicable Schedules;
       and

   (d) any claim that is allowable under Section 503(b)(9) of the
       Bankruptcy Code as an administrative expense.

The Debtors submit that claims arising under Section 503(b)(9) of
the Bankruptcy Code are prepetition claims subject to the general
bar date without further order from the Court.

Mr. Cieri adds that out of an abundance of caution, the Debtors
ask the Court to set the general bar date as the deadline for
creditors to assert Section 503(b)(9) Claims, to permit an
expeditious determination of the claims and assist the Debtors in
formulating their Chapter 11 Plan or Plans.

The Debtors further propose that at present, claims need not be
filed by any entity, in the event that the claims, among other
things, are:

   -- made by any holder of the Debtors' equity securities,
      solely with respect to the holder's ownership interest in
      or possession of the equity securities; provided that (i)
      the claimant must file the claim on or prior to the general
      bar date, and (ii) the Debtors reserve all rights with
      respect to the claims including, inter alia, to assert that
      the claims are subject to subordination pursuant to
      Section 510(b) of the Bankruptcy Code; and

   -- are made by any holder of 11% Senior Notes or 9.625% Senior
      Subordinated Notes of the Debtors whose claim is limited
      exclusively to the repayment of principal, interest or
      other applicable fees and charges, provided that (i) the
      exclusion does not apply to the Indenture Trustee under the
      applicable indenture, (ii) each Indenture Trustee will be
      required to file one proof of claim on account of all of  
      the Notes on or before the General Bar Date,  and (iii) any  
      Noteholder asserting a Claim, other than a Debt Claim,
      arising out of or relating to a Note  must file a proof of
      claim on or before the General Bar Date.

Furthermore, a claimant must file separate proofs of claim, with
respect to claims against more than one Debtor, to which all
Debtors will be required to object otherwise.

                       About Movie Gallery

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

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

When the Debtors' filed for protection from their creditors, they
listed total assets of $891,993,000 and total liabilities of
$1,419,215,000.  (Movie Gallery Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/  
or 215/945-7000)


NATIONWIDE HEALTH: Paying $0.41/Share Dividend on December 7
------------------------------------------------------------
Nationwide Health Properties Inc.'s board of directors declared
today a $0.41 per share regular dividend on its common stock that
will be paid on Dec. 7, 2007, to shareholders of record on Nov.
16, 2007.

In addition, NHP's board declared cash dividends of $1.9375 per
share on its Series B cumulative convertible preferred stock. The
Series B dividend will be paid on Dec. 31, 2007 to stockholders of
record on Dec. 15, 2007.

Headquartered in Newport Beach, California, Nationwide Health
Properties Inc. -- http://www.nhp-reit.com/-- is a real estate       
investment trust that invests in senior housing and long-term care
facilities.  The Company has investments in 487 facilities in 42
states.

                          *     *     *

Moody's Investors Service placed Nationwide Health Properties
Inc.'s cumulative preferred and non-cumulative preferred ratings
at 'Ba1' in July 2001.  The ratings still hold to date.


NEW CENTURY: Fitch Junks Rating on Class M-4 Certificates
---------------------------------------------------------
Fitch Ratings has taken rating actions on the New Century Mortgage
Corporation residential mortgage pass-through certificates listed
below:

Series 2003-2

  -- Class M-1 affirmed at 'AA';
  -- Class M-2 downgraded to 'A-' from 'A';
  -- Class M-3 downgraded to 'B' from 'BBB-';
  -- Class M-4 downgraded to 'C/DR6' from 'BB-'.

The affirmations, affecting approximately $8.5 million of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  The downgrades, affecting
approximately $79.7 million of the outstanding certificates,
reflect a deteriorating relationship between credit enhancement
and expected loss.

Since Fitch last took rating action on series 2003-2 in May 2007,
losses have continued to exceed excess spread and, as a result,
continue to erode the overcollateralization below target.  As of
the September 2007 remittance date, the OC is $3.4 million below
the target of $5.9 million.  The OC as a percent of the current
collateral balance is 2.76% ($2.5 million).  The cumulative loss
as a percentage of the original collateral balance is 1.44% and
the 60+ DQ as a percentage of the current collateral balance is
33.1%.  Losses are expected to continue to exceed excess spread.

The collateral of the above transaction consists of fixed- and
adjustable-rate subprime mortgage loans secured by first and
second liens on one- to four-family residential properties. The
mortgage loans were originated by New Century Mortgage Corp. and
are serviced by Carrington Mortgage Services Limited (rated 'RPS4'
by Fitch).


NOMURA ASSET: Moody's Junks Rating on Eight Class Certificates
--------------------------------------------------------------
Moody's Investors Service downgraded certain certificates from
transactions issued by Nomura Asset Acceptance Corporation,
Alternative Loan Trust in 2005.  The transactions are backed by
closed-end second lien loans.

The projected pipeline loss has increased over the past few months
and is likely to affect the credit support for these certificates.
Furthermore, many underlying first lien loans are likely to have
pending interest rate resets, which may cause an increase in
delinquencies and defaults on the second lien loans in the pool.
The certificates are being downgraded based on the fact that the
bonds' current credit enhancement levels, including excess spread,
may be too low compared to the current projected loss numbers at
the current rating level.

Complete rating actions are:

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
Trust

   -- Series 2005-S1, Class B-2, downgraded to Ba2 from Baa3;
   -- Series 2005-S1, Class B-3, downgraded to Ca from B3;
   -- Series 2005-S2, Class B-2, downgraded to Ba2 from Baa3;
   -- Series 2005-S2, Class B-3, downgraded to Ca from B3;
   -- Series 2005-S3, Class B-2, downgraded to B3 from Baa2;
   -- Series 2005-S3, Class B-3, downgraded to Caa2 from Baa3;
   -- Series 2005-S3, Class B-4-IO, downgraded to C from Ba2;
   -- Series 2005-S3, Class B-4-PO, downgraded to C from Ba2;
   -- Series 2005-S4, Class M-4, downgraded to A3 from A1;
   -- Series 2005-S4, Class M-5, downgraded to Baa2 from A2;
   -- Series 2005-S4, Class M-6, downgraded to Ba2 from A3;
   -- Series 2005-S4, Class B-1, downgraded to B2 from Baa1;
   -- Series 2005-S4, Class B-2, downgraded to B3 from Baa2;
   -- Series 2005-S4, Class B-3, downgraded to Ca from Baa3;
   -- Series 2005-S4, Class B-4, downgraded to C from Ba1;
   -- Series 2005-S4, Class B-5, downgraded to C from B2.


OCEAN BLUE: Selects Atkinson Diner as Special Counsel
-----------------------------------------------------
Ocean Blue Leasehold Property LLC and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Southern District of Florida for
authority to employ Atkinson, Diner, Stone, Mankuta & Ploucha, PA,
as their special counsel, nunc pro tunc to Sept. 27, 2007.

Atkinson Diner will act as the Debtors' special counsel for all
real estate and litigation related matters that may arise during
the Debtors' jointly administered cases, including:

   a. advise the Debtors' general bankruptcy counsel on legal
      issues related to real estate matters;

   b. prepare and review documents relating to the sale of
      building as well as matters relating to the general
      administration and operation of the building; and

   c. advise and represent the Debtors in any litigation matters
      relating to the operation and ownership of the building that
      may require specialized legal knowledge.

Documents submitted to the Court do not disclose the firm's
compensation schedules.

The Debtor and the firm assure the Court that Atkinson Diner does
not hold an interest adverse to the Debtors or the jointly
administered estates.

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


OPTION ONE: Moody's Junks Rating on Two Certificate Classes
-----------------------------------------------------------
Moody's Investors Service downgraded two tranches, placed under
review for possible downgrade 23 tranches, and placed under review
for possible upgrade two tranches from several 2002 and 2004 deals
with loans originated by Option One Mortgage Corporation.  The
transactions consist of primarily first lien, adjustable and
fixed-rate subprime mortgage loans.

Although the deals' losses are performing within the area of
original expectations, the subordinate certificates are being
downgraded and placed on review for possible downgrade based on
existing credit enhancement levels relative to the current
projected losses on the underlying pools.  Overcollateralization
amounts in all of the transactions are currently below their
targets and pipeline losses could cause further depletion of the
overcollateralization and put pressure on the most subordinate
tranches.  Most of the current credit support deterioration can be
attributed to the deals passing performance triggers and therefore
releasing large amounts of overcollateralization.

The certificates are being upgraded and placed on review for
possible upgrade based on the fact that their current credit
enhancement, provided by subordination, excess spread, and
overcollateralization, is high compared to the current projected
losses on the underlying pool.

The complete rating actions are:

Downgrade

Issuer: Morgan Stanley Dean Witter Capital I Inc.

   -- Series 2002-OP1; Class B-1, downgraded from Ba2 to Caa3
   -- Series 2002-OP1; Class B-2, downgraded from B3 to C

Review for Downgrade

Issuer: ACE Securities Corp. Home Equity Loan Trust

   -- Series 2004-OP1; Class M-6, current rating Baa3, under
      review for possible downgrade

   -- Series 2004-OP1; Class B, current rating Ba2, under
      review for possible downgrade

Issuer: Asset Backed Funding Corporation

   -- Series 2004-OPT1; Class M-6, current rating Baa3, under
      review for possible downgrade

   -- Series 2004-OPT1; Class B, current rating Ba2, under
      review for possible downgrade

   -- Series 2004-OPT2; Class M-6, current rating Baa3, under
      review for possible downgrade

   -- Series 2004-OPT2; Class B, current rating Ba1, under
      review for possible downgrade

   -- Series 2004-OPT3; Class M-4, current rating Baa1, under
      review for possible downgrade

   -- Series 2004-OPT3; Class M-5, current rating Baa2, under   
      review for possible downgrade

   -- Series 2004-OPT3; Class M-6, current rating Baa3, under
      review for possible downgrade

   -- Series 2004-OPT4; Class M-6, current rating Baa3, under
      review for possible downgrade

Issuer: GSAMP Trust

   -- Series 2004-OPT; Class B-4, current rating Ba1, under
      review for possible downgrade

Issuer: MASTR Asset Backed Securities Trust

   -- Series 2002-OPT1; Class M-6, current rating Ba1, under
      review for possible downgrade

   -- Series 2004-OPT1; Class M-6, current rating Baa3, under
      review for possible downgrade

   -- Series 2004-OPT1; Class M-7, current rating Ba1, under
      review for possible downgrade

Issuer: Morgan Stanley Dean Witter Capital I Inc.

   -- Series 2002-OP1; Class M-1, current rating Aa1, under
      review for possible downgrade

   -- Series 2002-OP1; Class M-2, current rating A1, under
      review for possible downgrade

Issuer: Option One Mortgage Loan Trust

   -- Series 2004-1; Class M-5, current rating Baa2, under
      review for possible downgrade

   -- Series 2004-1; Class M-6, current rating Baa3, under
      review for possible downgrade

   -- Series 2004-1; Class M-7, current rating B1, under review
      for possible downgrade B1

   -- Series 2004-2; Class M-6, current rating Baa3, under
      review for possible downgrade

   -- Series 2004-2; Class M-7, current rating B1, under review
      for possible downgrade B1

Issuer: Securitized Asset Backed Receivables LLC Trust

   -- Series 2004-OP1; Class B-2, current rating Baa2, under
      review for possible downgrade

   -- Series 2004-OP1; Class B-3 current rating Baa3, under
      review for possible downgrade

Review for Upgrade:

Issuer: Chase Funding Loan Acquisition Trust

   -- Series 2004-OPT1; Class M-1 current rating Aa2, under
      review for possible upgrade

   -- Series 2004-OPT1; Class M-2 current rating A2, under
      review for possible upgrade


PARK PLACE: Moody's Places Ratings of Five Certs. Under Neg. Watch
------------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
ratings of five tranches issued by Park Place Securities, Inc.,
Asset-Backed Pass-Through Certificates, Series 2005-WCW1. The
collateral backing the deal consists primarily of first-lien,
subprime fixed and adjustable rate mortgage loans.

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

Complete rating actions are:

Issuer: Park Place Securities, Inc., Asset-Backed Pass-Through
Certificates, Series 2005-WCW1

Review for possible downgrade:

   -- Cl. M-7, currently Baa1; on review for possible downgrade;
   -- Cl. M-8, currently Baa2; on review for possible downgrade;
   -- Cl. M-9, currently Baa3; on review for possible downgrade;
   -- Cl. M-10, currently Ba1; on review for possible downgrade;
   -- Cl. M-11, currently Ba2; on review for possible downgrade.

Moody's downgrades and reviews for possible downgrade certain
classes of certificates from five GMAC-RFC deals from 2002 and
2003.


PIERRE FOODS: Moody's Affirms Corporate Family Rating at B3
-----------------------------------------------------------
Moody's Investors Service (1) affirmed Pierre Foods, Inc.'s long
term debt ratings, changing the outlook to stable from negative,
and (2) upgraded its speculative grade liquidity rating to SGL-3
(adequate liquidity) from SGL-4 (weak liquidity).

The rating actions were prompted by the company's receipt of an
amendment to its bank credit facilities which waived non-
compliance with the consolidated leverage covenant for the second
quarter ended Sept. 1, 2007, and, among other things, provided
additional flexibility under financial covenants in the
foreseeable future.  Moody's had stated in its press release dated
Sept. 27, 2007, that Pierre's rating outlook would likely be
revised from negative to stable should Pierre obtain the waiver
and amendment.

Rating upgraded:

   -- Speculative Grade Liquidity rating to SGL-3 from SGL-4

Ratings affirmed:

   -- B3 corporate family rating

   -- B3 probability-of-default rating

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

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

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

Pierre's B3 corporate family rating incorporates the challenges
that it faces from higher raw material prices, integration costs
and manufacturing inefficiencies, all of which have resulted in
weaker than expected operating performance and weak credit
metrics.  The rating is also indicative of Pierre's small scale
and limited diversification when compared with other packaged
goods companies.

At 7.6x, Pierre's Debt / EBITDA (calculated using Moody's standard
analytic adjustments, including Zartic earnings for 37 weeks), was
significantly higher than expected for the LTM period ending
Sept. 1, 2007, as a result of the raw material cost pressure and
other unforeseen costs.  Despite continued revenue and volume
growth, and the implementation of price increases, cost
improvement actions and operational improvement plans, it may be
some time before leverage is reduced to the levels originally
expected following the acquisition of Zartic.

The stable outlook assumes that Pierre will manage liquidity
effectively following the recent amendment to its financial
covenants, and incorporates moderate tolerance for adverse
fluctuations in credit metrics as a result of recent cost
pressures.

Pierre's SGL-3 Speculative Grade Liquidity rating reflects
adequate liquidity driven by Moody's expectation that the company
will meet its revised covenants over the near-to-intermediate-term
with moderate cushion.  The rating also reflects Moody's
expectation that, although cash needs over the next twelve months
will be covered by internally generated cash flow and cash
balances, Pierre will need to draw on its revolver for seasonal
working capital needs, and that the company will maintain adequate
availability under its revolving credit facility.

Headquartered in Cincinnati, Ohio, Pierre Foods, Inc. is a
manufacturer, marketer and distributor of processed food
solutions, focusing on formed, pre-cooked and ready-to-cook
protein products, compartmentalized meals and hand-held
convenience sandwiches.  Revenue for the LTM period ending Sept.
1, 2007 exceeded $590 million.  The company was purchased by
Madison Dearborn Partners (MDP) and certain members of Pierre's
management on June 30, 2004.


PIXELPLUS CO: Completes Sale of 37.5% Stake in Pixelplus Tech.
--------------------------------------------------------------
Pixelplus Co. Ltd. has completed the sale of its entire
37.5% shareholding interest in Pixelplus Technology Inc., the
company's former subsidiary in Taiwan.
    
Pixelplus witnessed a significant decline in revenues from PTI
since the first half of 2006, and sold its entire interest in PTI
in order to manage the company's cost efficiencies and strengthen
its financial position.

In a June 29, 2007, SEC filing, the company disclosed of its plan
to dispose of its entire 37.5% shareholding interest in Pixelplus
Technology Inc. during the second half of 2007.

Consistent with these goals, Pixelplus separately opened a branch
office in Taiwan earlier this year to fortify its sales and
marketing operations and believes the existing facilities of its
Taiwanese branch office are adequate to meet the company's current
requirements.
    
                       About Pixelplus Co.

Headquartered in Gyeonggi-do, South Korea, Pixelplus Co. Ltd.
(NasdaqGM: PXPL) -- http://www.pixelplus.com/-- is a developer of  
high-performance, high-resolution, and cost-effective CMOS image
sensors for use primarily in mobile camera phones.  In addition to
mobile phones, Pixelplus provides CMOS image sensors and SoC
solutions for use in webcams and notebook embedded cameras, toys
and games, and security and surveillance system applications.

Pixelplus Technology Inc.'s business is to manufacture modules
purchased from the company into CMOS image sensor or distribute
the company's products in forms of wafers, chips or modules.  

Pixelplus Semiconductor Inc., the company's wholly-owned
subsidiary, serves as the company's U.S. headquarters for sales
and marketing and research and development.  The offices of
Pixelplus Semiconductor Inc. are located in San Jose, California.

                       Going Concern Doubt

Ernst & Young Hanyong, in Seoul, Korea, expressed substantial
doubt about Pixelplus Co. Ltd.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing firm
reported that the company has incurred significant operating
losses in the year ended Dec. 31, 2006, and working capital
decreased significantly between Dec. 31, 2005, and 2006.


RAIN CALCINING: Fitch Assigns 'B' Issuer Deault Ratings
-------------------------------------------------------
Fitch Ratings assigned Long-term foreign currency Issuer Default
Ratings of 'B' to both Rain Calcining Ltd and its wholly-owned
subsidiary, CII Carbon L.L.C.  The Outlook on the ratings is
Stable.  Fitch views the legal, operational and strategic linkages
between the two entities as strong and has assessed the
consolidated financials in assigning the ratings.  However, as
both entities would be rated in the 'B' category on a stand-alone
basis, potential intra-group support is not a material factor in
equalising the ratings.  Fitch has also assigned expected ratings
to the following debt issues of the two entities:

  -- RCL's $175 million senior secured facilities ($54.3
     million revolving credit facility and $120.7 million term
     loan): 'B+'/ 'RR3';

  -- CII's $220 million senior secured facilities ($40 million
     revolving credit facility and $180 million term loan):
     'B+'/ 'RR3'; $235 million senior subordinated notes
     (unsecured): 'B-'/'RR5'

The final ratings of the instruments are contingent upon receipt
of documents conforming to information already received.

The ratings reflect the combined entity's (RCL-CII) global
leadership in the calcined petroleum coke market, the relatively
stable spreads between CPC and its primary raw material, green
petroleum coke, over the past few years as well as a favourable
demand/supply outlook for the industry, driven by anticipated
growth in aluminium production of 3.5-4.0% over the medium term.  
The ratings also reflect the relatively low integration costs for
the acquisition, and the clearly identified synergies in sourcing
and distribution, location advantages with assets in the US and
India, as well as the benefits from fine tuning the waste heat
recovery from the manufacturing process, which adds significant
stability to margins.

Fitch anticipates material de-levering over the medium term from
the consequent stronger cash flows.  With the structure in place
for a sweep of the reasonably strong positive free cash flows over
the next year, Fitch expects the company's total debt/ EBITDAR
ratio to improve to around 4-5x by December 2008.  While any major
delays in the realisation of these synergies would act as a
negative trigger, any greater than expected de-levering could act
as a positive rating trigger.

Key risks to the industry would include a reversal in the current
global demand trend for base metals, and specifically aluminium.  
The risk of major new CPC capacities affecting demand/supply
dynamics is partly mitigated by the industry-wide consolidation
over the past few years.  With GPC supply being tight globally,
sourcing linkages act as effective barriers to new capacities.  
The consolidated entity benefits from CII's strong relationships
and long-term contracts with major GPC suppliers.

In July 2007, RCL acquired 100% of CII for USD619.3m (adjusting
for $11.4 million of working capital, and including refinancing of
existing debt at CII), primarily using debt finance.  All existing
debt of RCL and CII will be replaced by the rated debt issues,
barring USD92m Series A preferred interests in CII held by an
affiliate of RCL and $12.9 million Seller notes.  RCL has proposed
a comprehensive restructuring of its holding structure to enable
the ring-fencing of the cash-flows within the calcining business
i.e. RCL, CII and the intermediate holding companies.

Furthermore, the senior secured facility, aggregating $395
million, will be secured against a pledge of 100% of the post-
restructuring shareholdings in RCL, CII, intermediate holding
companies and the $92 million Series A preferred interests, in
addition to a first charge on all assets in these entities.  The
rating reflects the corporate structure post this initiative,
although any material delay in the restructuring could act as a
rating trigger inasmuch as it could have an impact on the proposed
security package.  The senior secured facility has strict
covenants, including ring fencing of the cash flows within the two
entities, financial covenants monitored on a quarterly basis, a
cash flow sweep for debt repayments, and cross-default and counter
guarantee provisions between RCL and CII.

With regards to the Recovery Ratings assigned to the individual
debt instruments, by applying appropriate discounts to both the
EBITDA and the Enterprise Value/EBITDA multiple, Fitch expects
that in a distress scenario there would be sufficient value within
the combined group for the senior secured creditors to achieve
full recovery by selling the Rain-CII business on a going concern
basis.  Fitch anticipates that the senior unsecured bondholders at
CII would achieve relatively low recoveries, reflecting their
subordination to the secured lenders.  Notwithstanding the
apparently high level of recoveries for senior lenders derived
from the enterprise value calculation, the uncertainty related to
achieving recoveries through the relatively unpredictable Indian
insolvency process would generally result in Fitch capping
Recovery Ratings for senior secured debt in India at 'RR4',
reflecting no better than average recoveries.

However, in this case, the domicile of the majority of assets and
cash flows of the combined group at CII in the more creditor-
friendly US jurisdiction, together with the comprehensive security
package over all such assets, results in greater certainty for the
recovery prospects of the senior secured lenders.  Accordingly,
the senior facilities have been assigned a Recovery Rating of
'RR3', with the instrument ratings raised by a notch from the IDR
to 'B+'.

The $235 million senior subordinated note (unsecured) has been
assigned a Recovery Rating of 'RR5', reflecting the relatively low
level of residual value accruing from the anticipated going
concern sale of the business in a distress scenario.

Accordingly, the senior subordinated note (unsecured) has been
rated a notch lower than the CII IDR at 'B-'.  Fitch notes that
the creation of security for RCL's assets for any non-Indian
senior secured holder is subject to Indian regulatory approval.  
While any material delay/non-approval is not an event of default
within the terms of the senior facilities documentation, the
absence of such approval, leading to an inability by the senior
lenders to take control of RCL and sell it as part of a combined
RCL-CII going concern, could reduce overall recoveries, and
consequently act as a negative rating trigger for the unsecured
bond.

On a combined production volume of 2.5m metric tonnes per annum,
RCL-CII is the world's largest CPC manufacturer, with combined
revenues of $540 million and an expected total debt/ EBITDAR of
around 6x (pro forma) for the twelve months ended June 2007.


R&K HAULING: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: R & K Hauling, LLC
        18421 West McDowell Road
        Goodyear, AZ 85338

Bankruptcy Case No.: 07-05490

Type of Business: The Debtor is a retailer of backyard and
                  frontyard landscaping materials.
                  See http://rkhauling.net/

Chapter 11 Petition Date: October 19, 2007

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell, P.C.
                  7301 North 16Th Street, Suite 103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296

Total Assets: $4,834,318

Total Debts:  $5,433,276

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


REPRO MED: Aug. 31 Balance Sheet Upside-Down by $702,894
--------------------------------------------------------
Repro Med Systems Inc.'s consolidated balance sheet at Aug. 31,
2007, showed $1.1 million in total assets and $1.8 million in
total liabilities, resulting in a $702,894 total stockholders'
deficit.

The company reported net income of $54,367 on net sales of
$605,946 for the second quarter ended Aug. 31, 2007, compared with
a net loss of $89,149 on net sales of $416,009 for the same period
ended Aug. 31, 2006.

Full-text copies of the company's consolidated financial
statements for the quarter ended Aug. 31, 2007, are available for
free at http://researcharchives.com/t/s?246a

                      Going Concern Doubt

As reported in the Troubled Company Reporter on June 8, 2007,
Meyler & Company LLC, in Middletown, New Jersey, expressed
substantial doubt about Repro-Med Systems Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Feb. 28,
2007, and 2006.  The auditing firm pointed to the company's
accumulated deficit and existing uncertain conditions the company
faces relative to its ability to obtain capital and operate
successfully.

                     About Repro-Med Systems

Hreadquartered in Chester, New York, Repro-Med Systems Inc.
(OTC BB: REPR.OB) -- http://www.rmsmedicalproducts.com/--     
engages in the design and manufacture of medical devices for
medical respiratory products and infusion therapy worldwide.  It
offers FREEDOM60 Syringe Infusion Pump for ambulatory medication
infusions.  In addition, Repro-Med Systems offers RES-Q-VAC, an
emergency airway suction system, hand-operated suction device that
removes fluids from a patient's airway by attaching the RES-Q-VAC
pump to various proprietary sterile and nonsterile single-use
catheters sized for adult and pediatric suctioning.  Repro-Med
Systems was co-founded by Andrew I. Sealfon in 1980.


RESIDENTIAL ASSET: Fitch Junks Rating on Class B Certificates
-------------------------------------------------------------
Fitch has taken rating actions on Residential Asset Securities
Corporation mortgage pass-through certificates:

RASC, Series 2004-KS12 Total Group 1 & 2

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class M-4 downgraded to 'BBB' from 'BBB+';
  -- Class M-5 downgraded to 'BB+' from 'BBB';
  -- Class M-6 downgraded to 'BB' from 'BBB-';
  -- Class B downgraded to 'CCC' from 'BB+', and assigned a
     Distressed Recovery 'DR' rating of 'DR2'.

The affirmations, affecting approximately $92.6 million of the
outstanding balances, are taken as a result of a satisfactory
relationship of credit enhancement to expected losses.  The
downgrades, affecting approximately $23 million of the outstanding
balances, are taken as a result of a deteriorating relationship
between expected losses and credit enhancement.  As of the
September distribution date, the transaction has experienced
monthly losses that could not be covered by excess spread for at
least five of the past six months.

As a result, overcollateralization is below its target value.  
Series 2004-KS12 has incurred 1.55% loss to date and has a 60+
delinquency  of 25.36%.

The collateral of the above transaction consists of adjustable-
rate (91%) and fixed (9%) subprime mortgage loans secured by first
and second liens on residential properties.  Series 2004-KS12 is
seasoned at 33 months with pool factor at 22%.  The loans are
primarily serviced by Homecomings Financial Network, LLC (rated
'RPS2+' by Fitch) and master serviced by GMAC-RFC (rated 'RMS2+'
by Fitch).


RESIDENTIAL ASSET: Moody's Junks Ratings on Three Certificates
--------------------------------------------------------------
Moody's Investors Service downgraded three certificates, and
placed three certificates on review for downgrade from three
Residential Asset Mortgage Products, Inc. (RAMP) Trust deals
issued in 2002 and 2003.  Moody's has also placed on review for
downgrade four certificates from two Residential Asset Securities
Corporation (RASC) deals issued in 2003.

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to the expected loss.

Specifically, the overcollateralization in the 2002-RS1 fixed rate
pool has been fully exhausted and the Class M-I-3 certificate has
realized losses.  The pipeline losses in this deal could
eventually reach the M-1-2 certificate.  In addition, the
overcollateralization in the 2002-RZ2 fixed and adjustable rate
pools is being depleted and pipeline losses for these pools could
cause eventual losses on the Class M-3 certificate.

In RASC 2003-KS3, Class M-1 and M-2 are placed on review for
possible downgrade.  As of the September 2007 reports, the OC
dropped below its target level, Class M-2 has been paid down to a
level that may leave Class M-1 in a weakened position.

Complete rating actions are:

Issuer: RAMP Series 2002-RS1 Trust

   -- Class M-I-2, downgraded to Caa2 from B1;
   -- Class M-I-3, downgraded to C from Caa3;

Issuer: RAMP Series 2002-RZ2 Trust

   -- Class M-3, downgraded to Caa1 from B1;

Issuer: RAMP Series 2003-RS9 Trust

   -- Class M-II-3, placed on review for possible downgrade,
      current rating A3;

   -- Class M-II-4, placed on review for possible downgrade,
      current rating Baa1;

   -- Class M-II-5, placed on review for possible downgrade,
      current rating Baa2;

Issuer: RASC Series 2003-KS6 Trust

   -- Class M-2, placed on review for possible downgrade, current
      rating Baa1;

   -- Class M-3, placed on review for possible downgrade, current
      rating Baa2;

Issuer: RASC Series 2003-KS3 Trust

   -- Class M-1, placed on review for possible downgrade, current
      rating Aa2;

   -- Class M-2, placed on review for possible downgrade, current
      rating A2.

Moody's places on review for possible downgrade ratings of two
tranches issued by Residential Asset Securities Corporation Series
2005-KS2 Trust.


RESIDENTIAL ASSET: Moody's Reviews Ratings on 2 Class Certificates
------------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
ratings of two tranches issued by Residential Asset Securities
Corporation Series 2005-KS2 Trust.  The collateral backing the
deal consists primarily of first-lien, subprime fixed and
adjustable rate mortgage loans.

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

Complete rating actions are:

Issuer: Residential Asset Securities Corporation Series 2005-KS2
        Trust

Review for possible downgrade:

   -- Cl. M-6, currently Baa3; on review for possible downgrade;
   -- Cl. B, currently Ba1; on review for possible downgrade.


ROYAL PALM: Carbon Capital Selling Collateral on October 24
-----------------------------------------------------------
Carbon Capital II Inc. will be conducting a public sale of its
100% membership interests in Royal Palm Hotel Property LLC at
9:00 a.m. tomorrow, Oct. 24, 2007.

The auction will take place at the law offices of Kozyak, Tropin
& Throckmorton, P.A., 9th Floor, 2525 Ponce de Leon, in Coral
Gables, Florida.

The assets for sale secure Royal Palm's $36,000,000 indebtedness
to Carbon Capital, pursuant to a pledge agreement dated Feb. 18,
2005.

For further information about the sale, contact Carbon Capital's
attorney, Detra Shaq-Wilder, Esq., at (305)372-1800.

Royal Palm Hotel Property LLC owns the Royal Palm Hotel at
1545 Collins Avenue in Miami Beach, Florida.


RYERSON INC: Completes Platinum $2 Billion Deal
-----------------------------------------------
The affiliates of Platinum Equity LLC completed their acquisition
of Ryerson Inc. in a transaction valued at approximately
$2 billion.

On July 24, 2007, Ryerson has entered into a merger agreement with
affiliates of Platinum Equity LLC to acquire all outstanding
shares of Ryerson common stock and Series A $2.40 Cumulative
Convertible Preferred Stock for $34.50 per share in cash.

The cash purchase price per share of $34.50 represents a 15%
premium over Ryerson's closing share price of $30.01 on
Feb. 13, 2007, the day prior to the disclosure of the board's
review of strategic alternatives and a 45% premium over Ryerson's
closing share price of $23.77 on Dec. 13, 2006, the day that
Harbinger Capital made a filing with the Securities and Exchange
Commission indicating it was considering taking a number of
actions regarding its investment in Ryerson.

Ryerson's board of directors has unanimously approved the merger
agreement and recommends approval of the transaction by Ryerson's
stockholders.

               About Rhombus Merger Corporation

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

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

                         *     *     *

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


SALANDER-O'REILLY: Mounting Lawsuits Prompt Closure Order
---------------------------------------------------------
Bankruptcy filing is possible for Salander-O'Reilly Galleries
after a New York State judge ordered its closure, Philip Boroff of
Bloomberg News reports, citing a company lawyer.

The closure order was prompted by mounting lawsuits accusing
the art dealer of non-payment to consignees of proceeds from sold
paintings.

Adding up to the gallery's likely bankruptcy is an alleged default
on a $40 million secured loan provided to it by First Republic
Bank, Bloomberg News relates, citing the bank's lawyer, J.
Christopher Shore, Esq., at White & Case LLP.

Last month, the Federal District Court in Worcester, Mass.,
granted a $4.3 million judgment in favor of a costumer who alleged
that Lawrence Salander, the gallery's principal, delayed payments
on a painting he bought for $9.1 million in 2005, James Barron of
The New York Times adds to this report.

Established in 1976 and headquartered in New York City, Salander-
O'Reilly Galleries -- http://www.salander.com/-- exhibits and  
manages fine art from renaissance to contemporary.


SANTA FE GOLD: Stark Winter Raises Going Concern Doubt Over Losses
------------------------------------------------------------------
Stark Winter Schenkein & Co., LLP, raised substantial doubt about
Santa Fe Gold Corporation's ability to continue as a going concern
after it audited the company's financial statements for the fiscal
year ended June 30, 2007.  The auditing firm reported that the
company has suffered recurring losses from operations, has no
current source of operating revenues, has a working capital
deficit and needs to secure financing

The company posted a $345,979 net income on $7,201 of net sales
for the year ended June 30, 2007, as compared with a $5,383,368
net loss on $16,237 of net sales in the prior year.

At June 30, 2007, the company's balance sheet showed $3,891,870        
in total assets, $3,855,315 in total liabilities and $36,555 in
total stockholders' equity.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2464

                       About Santa Fe Gold

Santa Fe Gold Corporation, (NASDAQ OTC BB: SFEG) --
http://www.santafegoldcorp.com-- formerly AZCO Mining Inc.,  
engages in the exploration, mining, and development of gold
deposits.  Its focus had been on the Black Canyon mica project in
Arizona, though those operations had been idle since 2002. The
shift in company focus preceded the company's 2007 name change and
relocation of its headquarters to New Mexico.


SEAMLESS WI-FI: Kempisty & Company Raises Going Concern Doubt
-------------------------------------------------------------
Kempisty & Company, Certified Public Accountants PC, expressed
substantial doubt about the ability of Seamless Wi-Fi Inc. to
continue as a going concern after it audited the company's
financial statements for the fiscal year ended June 30, 2007.  The
auditing firm points to Seamless' operating losses since inception
and its need to raise additional capital to fund operations.

The company posted a $3,209,669 net income on $42,717 of revenues
for the year ended June 30, 2007, as compared with a $6,367,915
net loss on $38,793 of revenues in the prior year.

At June 30, 2007, the company's balance sheet showed $4,992,611   
in total assets, $1,474,986 in total liabilities, $100,000 in
treasury stock at cost and $ 3,417,625 in total adjusted
stockholders' equity.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2468

                       About Seamless Wi-Fi

Seamless Wi-Fi, Inc., (OTCBB:SLWF) -- http://www.slwf.net-- based  
in Las Vegas, Nev., provides wireless communications products and
services.  The company, through Seamless Peer 2 Peer, develops
Phenom Encryption Software, which enables secure communications
over Wi-Fi, local area networks, and wide area networks with its
virtual Internet extranet network technology.   Seamless, through
Seamless Skyy-Fi, Inc., provides wireless data, voice, and video
communication primarily for hotels, restaurants, coffee houses,
and cafes.  The company was formerly known as Internet Business's
International, Inc. and changed its name to Alpha Wireless
Broadband, Inc., in Sept. 2004; and then to Seamless Wi-Fi, Inc.,
in June 2005.


SECURITIZED ASSET: Moody's Puts Ratings on Four Certs. Under Watch
------------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
ratings of four tranches issued by Securitized Asset Backed
Receivables LLC Trust 2005-EC1.  The collateral backing the deal
consists primarily of first-lien, subprime fixed and adjustable
rate mortgage loans.

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

Complete rating actions are:

Issuer: Securitized Asset Backed Receivables LLC Trust 2005-EC1

Review for possible downgrade:

   -- Cl. B-1, currently Baa1; on review for possible downgrade;
   -- Cl. B-2, currently Baa2; on review for possible downgrade;
   -- Cl. B-3, currently Baa3; on review for possible downgrade;
   -- Cl. B-4, currently Ba1; on review for possible downgrade.


SENTINEL MANAGEMENT: Trustee Can Hire Jenner & Block as Counsel
---------------------------------------------------------------
Frederick Grede, Chapter 11 trustee for Sentinel Management Group
Inc.'s bankruptcy estate, obtained authority from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Jenner & Block LLP as his counsel.

As counsel, Jenner & Block L.L.P. is expected to assist the
Trustee in all matters concerning the administration of the
Debtor's estate.

The Trustee stated that the firm's professionals bill are:

     Designation                       Hourly Rates
     -----------                       ------------
     Partners                          $450 - $900
     Associates                        $275 - $425
     Paralegals                        $180 - $235
     Project Assistants                $125 - $135

Vincent E. Lazar, Esq., a partner in the firm, assures the Court
that the firm does not hold any interests adverse to the Debtor's
estate and is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

Mr. Lazar can be contacted at:

   Vincent E. Lazar, Esq.
   330 North Wabash Avenue
   Chicago, IL 60611-7603
   Tel: (312) 222-9350
   Fax: (312) 527-0484

              About Sentinel Management Group Inc.

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).  
The Debtor selected Ronald Barliant, Esq., at Goldberg, Kohn, Bell
& Black Rosenbloom & Moritz, Ltd. as its counsel.  When the Debtor
sought bankruptcy protection, it listed assets and debts of more
than $100 million.


SLATE CEMENT: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Slate Cement, Inc.
        26148 Newton Circle
        Suite 11
        Elko, MN 55020

Bankruptcy Case No.: 07-33913

Type of Business: The Debtor is a concrete contractor.
                  See http://www.slatecement.com/

Chapter 11 Petition Date: October 18, 2007

Court: District of Minnesota (St Paul)

Judge: Dennis D. O'Brien

Debtor's Counsel: Steven B. Nosek, Esq.
                  701 4th Avenue Street, Suite 300
                  Minneapolis, MN 55415
                  Tel: (612) 335-9171
                  Fax: (612) 333-9220

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Cemstone Products Co.                       $240,746
2025 Centre Pointe Boulevard
Suite 300
Mendota Heights, MN 55120

Carroll Distributing                         $93,260
205 South Iowa Avenue
Ottumwa, IA 52501

Aggregate Industries Ready Mix               $77,159
2915 Waters Road, Suite 105
Eagan, MN 55121

Accident Fund Insurance Co.                  $28,771

Concrete Materials, Inc.                     $27,756

Duininck Concrete                            $25,325

Holiday Fleet                                $18,468

Anchor Block Company                         $15,450

Wipfli                                       $15,000

Dan Stanton Masonry                          $14,846

American Express                             $14,255

Hoffbeck Trucking, Inc.                      $11,415

Jacobson Engineers & Surveyors               $10,562

Master Block                                 $10,306

Bury Companies, Inc.                          $9,728

Rosa Architectural Group                      $9,600

Ulteig Engineers                              $9,422

Cardmember Services                           $9,273

Central Concrete                              $8,865


SOLAR STAMPING: Gets Final Okay to Obtain DIP Financing from GM
---------------------------------------------------------------
Solar Stamping and Manufacturing LLC obtained authority, on a
final basis, from the U.S. Bankruptcy Court for the Eastern
District of Michigan to obtain postpetition financing from General
Motors Corp., Bill Rochelle of Bloomberg News reports.

According to the report, GM, one of the Debtor's primary
customers, offered to provide the Debtor a loan of up to
$2.3 million.

Headquartered in Detroit, Michigan, Solar Stamping and
Manufacturing LLC filed for chapter 11 protection on Aug. 29, 2007
(Bankr. E.D. Mich. Case No. 07-57127).  Jeffrey S. Grasl, Esq. and
Stephen M. Gross, Esq. at McDonald Hopkins, P.L.C. serve as the
Debtor's counsel.  When the Debtor filed for bankruptcy, it listed
assets and debts between $1 million to $100 million.


STRUCTURED ASSET: S&P Downgrades Ratings on 13 Classes
------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 13
classes of mortgage loan asset-backed certificates from Structured
Asset Investment Loan Trust's series 2004-4, 2004-6, and 2004-
BNC1.  At the same time, S&P removed its ratings on two of these
classes from CreditWatch negative.  Concurrently, we affirmed our
ratings on the remaining classes in each deal.
     
The downgrades reflect a reduction in credit enhancement caused by
monthly realized losses, a high amount of severe delinquencies
(90-plus-days, foreclosures, and REOs), as well as payments to
subordinate classes due to the deal stepping down.  Over the past
six months, monthly realized losses have consistently outpaced
excess interest for all three transactions.  During this period,
net losses outpaced excess spread by approximately 2.1x for series
2004-4, 2.0x for series 2004-6, and 1.8x for series 2004-BNC1.  
Overcollateralization, originally 50 basis points of each
transaction's original pool balance, has eroded to 10 bps for
series 2004-4, 24 bps for series 2004-6, and 23 bps for series
2004-BNC1.  All three transactions are currently passing their
step-down triggers, allowing paydowns to occur to subordinate
classes until target credit support levels are met.  This leaves
the more senior classes susceptible to future losses because
credit support levels will be reduced.
     
Subordination, overcollateralization, and excess spread provide
credit support for these transactions.  Primary mortgage insurance
exists for a portion of the loans with loan-to-value ratios of 80%
or more in all three deals, which provides coverage up to an LTV
of 60%.  The collateral supporting these transactions consists
primarily of subprime fixed- or adjustable-rate mortgage loans
secured by first liens on one- to four-family residential
properties.

     Ratings Lowered and Removed from Creditwatch Negative

             Structured Asset Investment Loan Trust

                                         Rating
                                         ------
            Series        Class         To      From
            ------        -----         --      ----
            2004-4        B             CCC     B/Watch Neg
            2004-6        B             CCC     B/Watch Neg

                        Ratings Lowered

             Structured Asset Investment Loan Trust

                                         Rating
                                         ------
            Series        Class         To      From
            ------        -----         --      ----
            2004-4        M4            BBB     A+
            2004-4        M5            BB      A
            2004-4        M6            B       BBB+
            2004-4        M7            CCC     BBB-
            2004-6        M4            BBB     BBB+
            2004-6        M5            B+      BBB
            2004-6        M6            B       BBB-
            2004-BNC1     M4            BBB     A
            2004-BNC1     M5            BB-     A-
            2004-BNC1     M6            B       BBB+
            2004-BNC1     B1            CCC     BB

                        Ratings Affirmed

            Structured Asset Investment Loan Trust

            Series       Class             Rating
            ------       -----             ------
            2004-4       A-SIO, A4         AAA
            2004-4       M1                AA
            2004-4       M2, M3            AA-
            2004-6       A3, A-SIO         AAA
            2004-6       M1                AA
            2004-6       M2                A
            2004-6       M3                A-
            2004-BNC1    A2, A4, A5, A-SIO AAA
            2004-BNC1    M1                AA
            2004-BNC1    M2                AA-
            2004-BNC1    M3                A+


STRUCTURED ASSET: Moody's Puts Ratings on 13 Certs. Under Review
----------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade 13 tranches issued by Structured Asset Investment Loan
Trust in 2005. The collateral backing each deal consists primarily
of first-lien, subprime fixed and adjustable rate mortgage loans.

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

Issuer: Structured Asset Investment Loan Trust 2005-1

Review for possible downgrade:

   -- Cl. M8, currently Baa2; on review for possible downgrade;
   -- Cl. M9, currently Baa3; on review for possible downgrade;
   -- Cl. B, currently Ba2; on review for possible downgrade.

Issuer: Structured Asset Investment Loan Trust 2005-2

Review for possible downgrade:

   -- Cl. M8, currently Baa2; on review for possible downgrade;
   -- Cl. M9, currently Baa3; on review for possible downgrade;
   -- Cl. B, currently Ba2; on review for possible downgrade.

Issuer: Structured Asset Investment Loan Trust 2005-3

Review for possible downgrade:

   -- Cl. M6, currently A3; on review for possible downgrade;
   -- Cl. M7, currently Baa1; on review for possible downgrade;
   -- Cl. M8, currently Baa2; on review for possible downgrade;
   -- Cl. M9, currently Baa3; on review for possible downgrade.

Issuer: Structured Asset Investment Loan Trust 2005-5

Review for possible downgrade:

   -- Cl. M8, currently Baa2; on review for possible downgrade;
   -- Cl. M9, currently Baa3; on review for possible downgrade;
   -- Cl. B, currently B1; on review for possible downgrade.


SUPERVALU INC: Earns $148 Million in Second Quarter Ended Sept. 8
-----------------------------------------------------------------
SUPERVALU INC. reported last week results of its operations for
the second quarter of fiscal 2008.

The company reported second quarter net earnings of $148 million
compared to $132 million last year, an increase of 12%.  Second
quarter fiscal 2008 and fiscal 2007 results include charges for
one-time acquisition related costs of $19 million and $16 million,
respectively.  

The company reported second quarter net sales of $10.2 billion
compared to $10.7 billion last year.

SUPERVALU's second quarter of fiscal 2008 ended Sept. 8, 2007,  
and included 12 weeks of combined results compared to the second
quarter of fiscal 2007 which included 13 weeks of acquired
operations.  The estimated sales impact of one less week of
acquired operations in the second quarter of fiscal 2008 is
approximately $450 million.  

Jeff Noddle, SUPERVALU chairman and chief executive officer said,
"Through the first half of fiscal 2008, we are on track,
delivering the fifth consecutive quarter of double-digit earnings
per share growth on the heels of our record-setting results during
fiscal 2007.  In year two of our three-year journey, we are
implementing programs to improve our long-term sales performance
and deliver our synergies, while operating our business from day-
to-day.  I am pleased to affirm our fiscal 2008 earnings guidance
today, which represents another year of double-digit earnings per
share growth."

Operating earnings were $406 million in the second quarter of
fiscal 2008 compared with operating earnings of $391 million for
the same period ended Sept. 9, 2006.

Net interest expense for the second quarter was $163 million
compared to $176 million last year reflecting one less week of the
acquired operations, lower debt levels and the benefit of lower
borrowing rates in the quarter.

SUPERVALU's effective tax rate for the second quarter was 39.0%
percent in contrast to last year's 38.6 percent, reflecting the
estimated effective tax rate for fiscal 2008.

Capital spending year to date was $511 million, including
approximately $22 million in capital leases.  Thirty-five major
remodels and 18 minor remodels have been completed year to date.
Capital spending primarily includes retail store expansion, store
remodeling and supply chain initiatives.

Total debt to capital was 61% at the end of the second quarter
compared to 62% at the end of the first quarter and 64% at fiscal
2007 year-end.  The total debt to capital ratio is calculated as
total debt, which includes notes payable, current debt and
obligations under capital leases, long-term debt and obligations
under capital leases, divided by the sum of total debt and total
stockholders' equity.

For the first half of fiscal 2008, the company reported net sales
of $23.5 billion compared to $16.4 billion last year, and net
earnings of $296 million compared to $219 million last year.

At Sept. 8, 2007, the company's consolidated balace sheet showed
$21.065 billion in total assets, $15.375 billion in total
liabilities, and $5.690 billion in total shareholders' equity.

The company's consolidated balance sheet at Sept. 8, 2007, also
showed strained liquidity with $4.276 billion in total current
assets available to pay $4.659 billion in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 8, 2007, are available for
free at http://researcharchives.com/t/s?2469

                       About SUPERVALU Inc.

Headquartered in Eden Prairie, Minnesota, Supervalu Inc. (NYSE:
SVU) -- http://www.supervalu.com/-- is a supermarket chain, with   
approximately 2,450 retail grocery locations.  Through SUPERVALU's
nationwide supply chain network, the company provides distribution
and related logistics support services to more than 5,000
grocery endpoints across the country.  SUPERVALU currently has
approximately 190,000 employees.


SUPERVALU INC: S&P Holds BB- Rating and Revises Outlook to Pos.
---------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on
SuperValu Inc. to positive from stable.  At the same time,
Standard & Poor's affirmed the 'BB-' corporate credit and other
ratings.
     
"This action reflects the company's credit metrics improving
beyond our original expectation, and our increased confidence that
the integration of the acquired Albertson's stores and
distribution centers will go relatively smoothly," said Standard &
Poor's credit analyst Stella Kapur.
     
"Management has taken a carefully planned and measured approach to
the integration process," added Ms. Kapur.  "We believe challenges
the company encounters during the integration process will be
manageable."
     
The ratings reflect Minneapolis, Minnesota-based SuperValu Inc.'s
participation in the highly competitive supermarket industry, and
its limited free operating cash flow generation given its sizeable
capital expenditure needs, leveraged balance sheet, and older
acquired store base, compared to its large industry peers.  These
factors are partially mitigated by SuperValu's large scale, good
market positions, broad geographic reach, and format diversity.


TARGA RESOURCES: Prices Offering of Common Units at $26.87/Unit
---------------------------------------------------------------
Targa Resources Partners LP has priced the offering of
13,500,000 of its common units representing limited partner
interests at $26.87 per unit.  The offering was upsized from the
12,500,000 million common units.

The underwriters were granted a 30-day option to purchase up to
2,025,000 additional common units.  The common units trade on the
NASDAQ Global Market under the symbol "NGLS." The offering is
expected to close on or about Oct. 24, 2007.
    
The net proceeds from this offering, together with borrowings
under the Partnership's increased credit facility, will be used to
fund the acquisition of certain natural gas gathering and
processing businesses located in west Texas and Louisiana from
Targa Resources Inc.
    
Upon conclusion of the offering, the public will own approximately
74% of the outstanding limited partner units of Targa Resources
Partners, or approximately 75% if the underwriters exercise in
full their option to purchase additional units.  Targa will
indirectly own the remaining equity interests in Targa Resources
Partners.
    
Citi, Lehman Brothers Inc., Goldman, Sachs & Co. and Merrill Lynch
& Co. acted as joint bookrunning managers of the offering.  

Wachovia Capital Markets LLC, UBS Investment Bank, Credit Suisse
and Deutsche Bank Securities Inc. acted as senior co-managers and
Raymond James, RBC Capital Markets and Sanders Morris Harris acted
as co-managers for the offering.
    
A copy of the final prospectus related to the offering may
obtained from the offices of:

   (i) Citigroup Global Markets Inc.
       Attn: Prospectus Delivery Department
       Brooklyn Army Terminal
       No. 140 58th Street
       Brooklyn, NY 11220
       Tel (718) 765-6732

  (ii) Lehman Brothers Inc.
       c/o Broadridge Integrated Distribution Services Inc.    
       1155 Long Island Avenue
       Englewood, NY 11717
       Fax (631) 254-7140
       E-mail qiana.smith@Broadridge.com

(iii) Goldman Sachs & Co.
       No. 85 Broad Street
       New York, NY 10004
       Fax (212) 902-9316
       E-mail prospectusny@ny.email.gs.com

  (iv) Merrill Lynch & Co.
       Attention: Prospectus Department
       No. 4 World Financial Center
       New York, NY 10080
       Tel 212-449-1000
    
                About Targa Resources Partners
    
Headquartered in Houston, Texas, Targa Resources Partners LP
(NASDAQ:NGLS) -- http://www.targaresources.com/-- was formed by  
Targa Resources Inc. to engage in the business of gathering,
compressing, treating, processing and selling natural gas and
fractionating and selling natural gas liquids and natural gas
liquids products.  The Partnership operates in the Fort Worth
Basin in north Texas.  A subsidiary of Targa Resources Inc. is the
general partner of the Partnership.  Targa Resources Partners owns
a  network of integrated gathering pipelines, two natural gas
processing plants and a fractionator.  

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

                         *     *     *

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


UNIT DOSE: Case Summary & 23 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: Unit Dose Solutions, Inc.
             133 Southcenter Court, Suite 100
             Morrisville, NC 27560

Bankruptcy Case No.: 07-81517

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Unit Dose Solutions, L.L.C.                07-81518

Type of Business: The Debtor is a pharmacy services outsourcing
                  company. Formed in 2005, it provides outsourced
                  drug repackaging and sterile preparation
                  services.  See http://www.unitdoseinc.com/

Chapter 11 Petition Date: October 19, 2007

Court: Middle District of North Carolina (Durham)

Judge: Catharine R. Carruthers

Debtors' Counsel: Richard M. Hutson, II, Esq.
                  300 West Morgan Street, Suite 1500
                  P.O. Drawer 2252-A
                  Durham, NC 27702
                  Tel: (919) 683-1561

                                   Total Assets        Total Debts
                                   ------------        -----------
Unit Dose Solutions, Inc.          $756,751            $1,249,288
Unit Dose Solutions, L.L.C.        $0                  $708,248

A. Unit Dose Solutions, Inc's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Regional Service Center, Inc.                            $395,000
c/o Cameron G. Shilling
McLane Graff Raulerson &
Middleton
P.O. Box 326
Manchester, NH 03105

Baxa Corporation               Loan                      $260,739
Dept 1283
Denver, CO 80256

Moore & Van Allen, P.L.L.C.                              $107,227
P.O. Box 13706
Durham, NC 27709

Wood & Co., L.L.P.                                        $22,839

Wyrick & Robbins                                          $20,485

Ellis & Winters, L.L.P.                                   $19,501

AKTAI                                                     $18,132

TransLogic Systems                                        $17,771

Donald A. Holloway                                        $17,485

Midwest Medical Systems                                   $13,369

Euclid Spiral                                             $13,256

Lester M. Entin Associates                                $12,009

Baxa Corporation                                          $11,504

The Shamrock Companies, Inc.                              $10,000

Carolina Packaging & Supply,                               $7,668
Inc.

Pylor Technologies                                         $7,320

Worldwide Express                                          $7,180

Verizon                                                    $6,789

Bandwidth.com                                              $6,411

Automated Packaging Systems                                $5,819

B. Unit Dose Solutions, LLC's Three Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
Regional Service Center, Inc.                            $395,000
c/o Cameron G. Shilling
McLane, Graff, Raulsrson,
& Middleton
Manchester, NH 03105

Mountain States Health                                   $310,000
Alliance
400 North State of Franklin
Road
Johnson City, TN 37604

Wake County Revenue                                        $3,248
Department
P.O. Box 2331
Raleigh, NC 27602


URBAN DECAY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: URBAN DECAY the MOVIE, L.L.C.
        750 Menlo Avenue, Suite 340
        Menlo Park, CA 94025

Bankruptcy Case No.: 07-31360

Type of Business: The Debtor is a film producer.

Chapter 11 Petition Date: October 19, 2007

Court: Northern District of California (San Francisco)

Debtor's Counsel: Charles B. Greene, Esq.
                  84 West Santa Clara Street, Suite 770
                  San Jose, CA 95113
                  Tel: (408) 279-3518

Total Assets: $1,000,163

Total Debts:  $577,662

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Composing/Scoring              Supplier                   $15,100
5263 Strohm Avenue
North Hollywood, CA 91601

George Maycott                 Unsecured portion          $12,779
c/o Labor Commissioner         of wages award
State Of California
Los Angeles, CA 90013

James Anthony Seale            Unsecured portion          $11,184
P.O. Box 288                   of wages award
Pearblossom, CA 93553

Arthur Dix                                                $10,000

George Maycott                                            $10,000

James Anthony Seale                                       $10,000

David Speck                                                $7,177

Austro Catering                Supplier                    $6,847

Acordia of California          Supplier                    $6,486

Terrence Smith                                             $6,454

Sanora Bartels                                             $5,887
                      
Ed Adams                                                   $5,280

Howard Wexler                                              $5,089

Media Distributors             Supplier                    $4,968

Arthur Dix                     Unsecured portion           $4,111
                               of wages award

Alma Magana                                                $3,848

Mike Sakajian                  Supplier                    $3,760

Teresa Nailog                  Accountant                  $3,600

Hardy Ophuls                                               $3,405

Phil Henderson                                             $3,382


WCS ENTERPRISES: Public Sale of Landscaping Equipment Set Today
---------------------------------------------------------------
WCS Enterprises Inc.'s trucks and landscaping equipment will be
auctioned at 10:00 a.m. today, Oct. 23, 2007, at 11518 Robertson
Drive, Bay No. 1 in Manassas, Virginia.

A 10% buyer's premium will be added to the highest bid to
determine the contract price.   The highest bidder will pay in
cash, certified funds or personal check with bank guaranty.  All
of the assets are sold in "as-is" condition.

For further information, contact:

   Meg Varick
   Tranzon Fox
   Tel: (703) 539-8644
   http://www.tranzon.com/

Headquartered in Manassas, Virginia, WCS Enterprises Inc. engages
in landscape construction.  The company filed for chapter 11
protection on January 8, 2007 (Bankr. E.D. Va. Case. No.
07-50074).  George LeRoy Moran, Esq., at Moran Monfort, P.L.C.,
represents the Debtor.  When the Debtor filed for bankruptcy, it
listed assets between $10,000 to $100,000 and debts between
$100,00 to $1 million.


* Chadbourne & Parke Fortifies with Six Additional Partners
-----------------------------------------------------------
Chadbourne & Parke LLP named Carlos Albarracin, Robert Goldberg,
Charez Golvala, Kenneth Mack, Jonathan Melmed and Mariusz
Stawiarczyk as LLP partners in the firm.
    
"These six new partners are the results of Chadbourne's
cultivation of top legal talent," Charles O'Neill, managing
partner, said.  "Each of them has demonstrated mastery of the laws
of their countries, well as deep familiarity with Chadbourne's
approach to client service.  They have earned the respect of our
clients and their colleagues and merit our recognition as full
partners in the firm."
    
Carlos Albarracin, 39, New York Office, Corporate and Latin
America.  Mr. Albarracin has extensive experience advising
domestic and international clients in a broad range of matters
involving Latin America, including debt and equity offerings
pursuant to Rule 144A and Regulation S, cross-border mergers and
acquisitions, debt restructuring, and project and bank financings.

Prior to joining Chadbourne, Mr. Albarracin was a partner
at the Argentine law firm of Allende & Brea.  He received a law
degree from Argentina's University of Belgrano in 1993 and an
LL.M. from the University of Virginia School of Law in 1997.
    
Robert S. Goldberg, 35, Houston Office, Project Finance.
Mr. Goldberg advises financial institutions, sponsors, developers,
corporate clients and other participants in connection with an
array of domestic and international project finance, leasing,
securities and corporate matters, including acquisitions and
divestitures.

Mr. Goldberg primarily represents participants in the energy and
infrastructure sectors.  Additionally, he has experience in the
restructuring and refinancing of project finance and
other debt outside of bankruptcy.  Mr. Goldberg practiced in
Chadbourne's New York office for five years prior to relocating to
Houston to participate in the development of the Houston office.

He received a B.A., magna cum laude, from the State University of
New York-Binghamton in 1994 and a J.D. from the University of
Pennsylvania Law School in 1997, where he had been editor of
Comparative Labor Law Journal.
    
Charez X. Golvala, 41, London Office, corporate.  Mr. Golvala is a
corporate lawyer with extensive experience of transactions and
projects in the energy industry.  He has a broad corporate
practice, advising clients from start-ups to multinationals on
mergers, acquisitions and disposals, joint ventures, corporate
finance and many other commercial transactions in a variety of
sectors.  Mr. Golvala's energy and projects experience extends to
many different upstream, midstream and downstream oil and gas
agreements, project development contracts, abandonment
arrangements, renewable energy projects and emissions trading
developments.

He has been an international partner in Chadbourne & Parke in
London.  Mr. Golvala received an LL.B., with honours, from
the London School of Economics and Political Science in 1988 and
passed the Law Society Finals at The College of Law, London, in
1991.
    
Kenneth E. Mack, 45, Almaty Office, Russia and the CIS Practice.  
Mr. Mack is the managing partner of Chadbourne's office in
Kazakhstan.  He has extensive experience in transactions involving
Kazakhstan, Central Asia and Russia, in oil and gas, minerals,
capital markets, bank finance, project finance, electric energy
and telecommunications.

Mr. Mack also has been counsel to multinational companies in a
variety of investment disputes with private entities in
Kazakhstan.  He has been an international partner with Chadbourne
& Parke in Almaty.  

Mr. Mack received a B.A. from Hampshire College in 1987, a J.D.
from Northeastern University Law School in 1993 and an M.I.A. from
Columbia University in 1995.
    
Jonathan M.A. Melmed, 35, New York Office, corporate.
Mr. Melmed's practice focuses on international corporate mergers
and acquisitions, private equity and venture capital. He is a
member of Chadbourne's Canada practice and private equity group.

Mr. Melmed represents corporations well as private equity, venture
capital and hedge funds in domestic and cross-border M&A, private
equity and venture capital transactions, including U.S.-Canada and
U.S.-Israel.  He has also represented numerous
companies and investment banks in U.S. securities transactions,
including initial public offerings, as well as both public and
private debt and equity offerings.

While Mr. Melmed has broad sector experience, including in the
media and life sciences sectors, his recent practice has focused
heavily on renewable energy. Mr. Melmed received a B.A., with
Great Distinction and Dean's Honour List, from McGill University
in 1994 and an LL.B. and a B.C.L., with Distinction, from McGill
University, Faculty of Law, in 1998. He is a member of the New
York and Quebec, Canada bars.
    
Mariusz Stawiarczyk, 48, Warsaw Office, Real Estate.
Mr. Stawiarczyk's practice focuses on real estate and investment
transactions, including structuring and financing, acquisitions,
development, management, corporate and administration law.  

He has been an international partner in the Warsaw office.  He
received an LL.M. from the Warsaw University, Faculty of Law and
Administration in 1982 and a certificate from the Central School
of Planning and Statistics in 1988.
   
                  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.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                               Total
                               Shareholders    Total     Working
                               Equity          Assets    Capital     
  Company              Ticker  ($MM)           ($MM)      ($MM)
  -------              ------  ------------    ------    -------
Absolute Softwre        ABT          (1)          63       22
AFC Enterprises         AFCE        (31)         158        3
Alaska Comm Sys         ALSK        (23)         562       19
Apex Silver Mine        SIL        (131)       1,385      146
AthenaHealth Inc        ATHN        (18)          44       (2)
Authentic Inc           AUTH         (4)          22        0
Bare Escentuals         BARE       (162)         196       68
Bearingpoint Inc        BE         (338)       1,836       133
Blount International    BLT         (89)         471       141
CableVision System      CVC      (5,064)      10,072        17
Carrols Restaurant      TAST        (18)         459      (36)
Cell Therapeutic        CTIC        (85)          90      (21)
Centennial Comm         CYCL     (1,078)       1,322       20
Cheniere Energy         CQP        (181)       1,935      145
Choice Hotels           CHH         (72)         332      (33)
Cincinnati Bell         CBB        (744)       1,953       (2)
Claymont Stell          PLTE        (41)         152       72
Compass Minerals        CMP         (49)         674      139
Corel Corp.             CRE         (20)         249      (31)
Crown Holdings I        CCK        (386)       6,949      440
Crown Media HL          CRWN       (588)         749       63
CV Therapeutics         CVTX       (129)         308      226
Cyberonics              CYBX        (17)         135      (28)
Dayton Superior         DSUP        (99)         337       95
Deluxe Corp             DLX           0        1,410     (164)
Denny's Corporation     DENN       (207)         439      (54)
Domino's Pizza          DPZ      (1,434)         497       82
Dun & Bradstreet        DNB        (425)       1,418     (268)
Einstein Noah Re        BAGL        (46)         136       (3)
Emeritus Corp.          ESC        (111)         950      (62)
Empire Resorts I        NYNY        (12)          71       10
Enzon Pharmaceutical    ENZN        (57)         355      166
Extendicare Real        EXE-U       (16)       1,331      146
Foamex Intl             FMXI       (257)         566      146
Ford Motor Co           F        (1,422)     287,939   (4,704)
Gencorp Inc.            GY          (31)       1,082       74
General Motors          GM       (2,290)     186,527   (4,638)
Graftech International  GTI          (4)         788      260
Healthsouth Corp.       HLS      (1,292)       2,402     (463)
I2 Technologies         ITWO         (6)         195       39
ICO Global C-New        ICOG       (116)         628      146
IDEARC Inc              IAR      (8,575)       1,576      326
IMAX Corp               IMX         (64)         220       12
IMAX Corp               IMAX        (64)         220       12
Incyte Corp.            INCY       (120)         309      250
Indevus Pharma          IDEV        (75)         156       14
Intermune Inc           ITMN        (68)         241      181
ITC Deltacom Inc        ITCD        (49)         409        9
Koppers Holdings        KOP         (44)         699      196
Linear Tech Corp        LLTC       (636)       1,334      827
McMoran Exploration     MMR        (100)       1,807     (223)
Mediacom Comm           MCCC       (120)       3,624     (278)
National Cinemed        NCMI       (559)         446       40
Navisite Inc            NAVI        (14)         116       11
Neurochem Inc           NRM          (1)         116       79
Nexstar Broadcasting    NXST        (81)         704      (20)
NPS Pharm Inc           NPSP       (226)         150     (107)
ON Semiconductor        ONNN       (118)       1,428      322
PRG-Schultz Intl        PRGX        (63)         114       16
Primedia Inc            PRM        (426)       1,233      770
Protection One          PONN         (4)         678     (302)
Qwest Communication     Q        (1,556)      20,389   (1,263)
Radnet Inc.             RDNT        (49)         393       38
Ram Energy Resources    RAME         (1)         203       (8)
Regal Entertainment     RGC         (96)        2677      (89)
Riviera Holdings        RIV         (24)         443       28
RSC Holdings Inc        RRR        (129)       3,430     (202)
Rural Cellular          RCCC       (602)       1,260       14
Sealy Corp.             ZZ         (128)       1,023       40
Sipex Corp              SIPX        (18)          44        2
Sirius Satellite        SIRI       (539)       1,688     (176)
St. John Knits Inc.     SJKI        (52)         213       80
Station Casinos         STN        (167)       3,745      (62)
Stelco Inc              STE        (108)       2,734      726
Town Sports Int.        CLUB        (12)         459      (52)
Unisys Corp.            UIS          (2)       3,832       40
VMWare Inc-CL A         VMW        (138)       1,422       23
Voyager Learning        VLCY        (53)         917     (637)
Weight Watchers         WTW        (991)       1,046      (85)
Western Union           WU          (86)       5,328      945
Westmoreland Coal       WLB        (115)         764      (51)
Worldspace Inc.         WRSP     (1,683)         424      (20)
WR Grace & Co.          GRA        (390)       3,706      922
XM Satellite            XMSR       (597)       1,813     (153)
Xoma Ltd                XOMA        (14)          68       23

                             *********

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, Joseph Medel C. Martirez, Sheena R. Jusay,
and Peter A. Chapman, Editors.

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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