TCR_Public/071024.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, October 24, 2007, Vol. 11, No. 252

                             Headlines



ABRAHAM KRUPP: Case Summary & 20 Largest Unsecured Creditors
ADVA-LITE INC: Disclosure Statement Hearing Moved to January 9
AES CORP: May Use Bond Proceeds to Buy 49.99% Brasiliana Stake
ALLISON TRANSMISSION: Moody's Junks Rating on $550 Mil. Sr. Notes
AMERIRESOURCE TECH: Completes Sale of 90% Green Endeavors Stake

ANGIOTECH PHARMA: Lowers 2007 EBITDA Outlook to $50 Million
ANGIOTECH PHARMA: S&P Places Ratings Under Negative CreditWatch
ARTHUR BELL: Case Summary & Six Largest Unsecured Creditors
ASAT HOLDINGS: Regains Nasdaq Listing Compliance
AUSTIN HOUSING: Likely Default Cues Moody's to Affirm C Rating

AVADO BRANDS: Court Approves Greenberg Traurig as Delaware Counsel
AVISTAR COMMS: Sept. 30 Balance Sheet Upside-Down by $6.9 Million
BLACKHAWK AUTOMOTIVE: Case Summary & 20 Largest Unsec. Creditors
BILL DAVIS TRUCKING: Case Summary & 20 Largest Unsecured Creditors
BLUEGREEN CORP: Moody's Rates $10.5 Mil. Class G Notes at Ba2

BOMBAY CO: Gets Court Nod to Sell Bombay Furniture to Benix
BUCKEYE TECH: Earns $13.5 Million in First Quarter Ended Sept. 30
CCS INC: Moody's Assigns B2 Rating to Proposed Senior Sec. Loans
CCS INC: S&P Assigns 'B+' Corporate Credit Rating
CCS MEDICAL: Moody's Lifts Corporate Family Rating to B3

CENTURY 21: Housing Market Woes Prompt Chapter 11 Filing
CERIDIAN CORP: Plans to Offer $1.3 Billion Notes
CERIDIAN CORP: S&P Assigns 'B' Credit Rating with Neg. Outlook
CHARMING SHOPPES: Moody's Puts Ba3 Ratings Under Review
CHESAPEAKE SHORES: Court Okays Morris James as Bankruptcy Counsel

CHESAPEAKE SHORES: Court Approves Duffy & Atkins as Co-Counsel
CHRYSLER LLC: UAW Local 685 Rejects Tentative Labor Agreement
COACH INDUSTRIES: Selling Stock Interest to Laurus for $7 Million
COLUMBUS HOSPITAL: Moody's Affirms Rating on $26.7MM Bonds at B3
COMPASS MINERALS: Inks $127 Million Incremental Term Loan

COOPER COS: Earns $8.1 Million in Third Quarter of FY 2007
CORPORATE BACKED: S&P Holds 'B-' Rating and Removes Pos. Watch
CREDIT SUISSE: S&P Junks Rating on 2001-HE17 Class M-2 Certs.
DANA CORP.: Gets Go Signal to Begin Soliciting Votes on Plan
DANNY ZECK: Owner Plans to Keep Business Going Despite Bankruptcy

DB KEY: Philrich Wants Chapter 11 Case Dismissed Over Bad Faith
DB KEY: Section 341(a) Creditors Meeting Scheduled Tomorrow
DEL LABORATORIES: Moody's Revises Outlook to Stable from Negative
DORMITORY AUTHORITY: Moody's Affirms B2 Rating on $97 Mil. Bonds
EDISON MISSION: Moody's Affirms Ba3 Corporate Family Rating

ELLINGTON LOAN: Moody's Assigns Ba1 Rating to 2007-2 B-4 Certs.
ENERGY FUTURE: Fitch Lowers Issuer Default Rating to B from BB+
ENESCO GROUP: Unsecured Creditors to Get 27% Under Amended Plan
ENESCO GROUP: Plan Confirmation Hearing Set for November 19
ENGINEERED CARBONS: Auction Sale Scheduled on October 30

EUROPEAN AMERICAN: Section 341(a) Meeting Slated for Thursday
FAIRPOINT COMMS: Closes MOU with Unitil and National Grid Units
FIDELITY MUTUAL: Gets Final OK for 4th Amended Rehabilitation Plan
FOXTONS NORTH: Can Hire Garden City as Claims & Noticing Agent
FOXTONS NORTH: Section 341(a) Meeting Scheduled for November 1

FULMER LOGISTICS: Vision Opportunity to Sell Collateral on Nov. 7
GLOBAL HOME: Court Approves Expansion of PwC's Tax Services
GOODMAN GLOBAL: Okays $2.65 Billion Hellman & Friedman Deal
GOODMAN GLOBAL: $2.65BB Hellman Deal Cues S&P's Negative Watch
GOODMAN GLOBAL: Moody's Places Ratings on Negative Watch

HARMAN INTERNATIONAL: Inks New Agreement with KKR and GS Capital
HARMAN INTERNATIONAL: Terminated Deal Cues S&P's Positive Watch
HEXCEL CORP: Earns $17.3 Million in Third Quarter Ended Sept. 30
HOLOGIC INC: Completes $6.2 Billion Cytyc Merger
HOLOGIC INC: Arm Commences Offer to Buy Cytyc's 2.25% Sr. Notes

HOUGHTON INTERNATIONAL: Signs Merger Pact with AEA Affiliate
HSI ASSET: S&P Reinstates Pre-October 19 Ratings on 11 Classes
I-5 SOCIAL: Gets Interim OK to Use Bank Lenders' Cash Collateral
INDYMAC BANKS: Fitch Lowers Ratings on $265.5 Million Certificates
INT'L SHIPHOLDING: Moody's Withdraws Ratings After Debt Payoff

IXIS REAL: Fitch Downgrades Ratings on $200.6 Million Certificates
JAYS FOODS: U.S. Trustee Appoints Seven-Member Creditors Panel
JDA SOFTWARE: Earns $8.3 Million in Third Quarter Ended Sept. 30
JEDI ORIENTAL: Case Summary & Four Largest Unsecured Creditors
KORN FAMILY: Court Okays Steinberg Shapiro as Bankruptcy Counsel

KORN FAMILY: Judge Tucker Sets December 26 as Claims Bar Date
LAND HOLDING: Case Summary & 13 Largest Unsecured Creditors
LINSU CORP: Case Summary & 17 Largest Unsecured Creditors
LOEHMANN'S CAPITAL: Weak Liquidity Cues Moody's to Junk Rating
MIAMI VALLEY: FDIC Sets January 14 as Claims Filing Deadline

MOHAMED GHUMRA: Case Summary & Four Largest Unsecured Creditors
MOVIE GALLERY: U.S. Trustee Appoints Seven-Member Creditors Panel
MOVIE GALLERY: Releases Proposed Restructuring Term Sheet
MOVIE GALLERY: Wants to Assume Great American Consulting Agreement
MSX INT'L: Strengthens Portfolio with Actuate Business Purchase

N-STAR REL: Fitch Affirms All Ratings on 15 Note Classes
NEUMANN HOMES: Plans to Seek Chapter 11 Protection
NEW CENTURY: Warren H. Smith & Associates Appointed as Fee Auditor
NEW CENTURY: Court Gives Examiner Authority to Issue Subpoenas
NEW CENTURY: Court Gives Examiner Until Jan. 15 to Submit Report

NEXIA HOLDINGS: Completes Purchase 90% Stake in Green Endeavors
OBLEBAY NORTON: Moody's May Lift Rating on Carmeuse Deal
ORBITAL SCIENCES: Earns $15.7 Million in Quarter Ended Sept. 30
OWENS & MINOR: Earns $21.2 Million in Third Quarter Ended Sept. 30
PITTSBURGH PENGUINS: Settles Mario Lemieux's Claim for $21 Million

RADIATION THERAPY: $764MM Company Buyout Cues S&P's Neg. Watch
RADIATION THERAPY: Acquisition Cues Moody's to Affirm Ratings
REGINALD WALKER: Case Summary & Six Largest Unsecured Creditors
RESIDENTIAL ASSET: Fitch Cuts Rating on $5.5 Mil. Certificates
RESIDENTIAL ASSET: Fitch Lowers Ratings on $177.9 Million Certs.

ROSEMARY LAND: Voluntary Chapter 11 Case Summary
ROWE COS: RFI Trustee Objects to Third Amended Plan
ROYAL CARIBBEAN: Earns $395 Million in Quarter Ended Sept. 30
SECURITIZED ASSET: Fitch Puts Low-B Ratings on Four Certificates
SECURITIZED ASSET: Fitch Downgrades Ratings on $16.9MM Certs.

SENTINEL MANAGEMENT: Trustee Wants Macquarie as Investment Advisor
SENTINEL MANAGEMENT: Trustee Taps ADI for Electronic Discovery
SPACEHAB INC: Faces NASDAQ Delisting After Myron Goins Resigns
SOLOMON DWEK: Case Summary & 253 Largest Unsecured Creditors
STATEN ISLAND: Moody's Affirms B2 Rating on $97 Million Bonds

SUNCHASE CAPITAL: Court Okays Saul Ewing as Bankruptcy Counsel
SUNNYSIDE ACADEMY: Case Summary & 19 Largest Unsecured Creditors
TAUBMAN CENTERS: Sept. 30 Balance Sheet Upside-Down by $16 Million
TIC INC: Gets Court's Approval to Hire Stout Farmer as Counsel
TIC INC: Court OKs Retention of Wilson Law as Special Counsel

TIC INC: Creditors Must File Proofs of Claim by December 31
TRAVIS KNIGHT: Case Summary & Nine Largest Unsecured Creditors
TRI VALLEY: Creditors Have Until Nov. 16 to File Address Changes
TRIARC COS: Exploring Revised Sale Terms with Deerfield Triarc
TRINITY INDUSTRIES: Increases Credit Facility to $425 Million

TRINITY INDUSTRIES: Moody's Lifts Corporate Family Rating to Ba1
UNIVERSAL FOOD: Selling Georgia Facility for $6.5 Million
US INVESTIGATIONS: S&P Junks Rating on Proposed $290 Mil. Notes
WACHOVIA 2006-WHALE: Fitch Holds Low-B Ratings on Three Classes
WESTERN OIL: S&P Removes 'BB+' Rating from Positive Watch

WICKES INC: Judge Black OKs Disclosure Statement on Chap. 11 Plan
WICKES INC: Court Sets December 12 Plan Confirmation Hearing
WP EVENFLO: $50 Million Ameda Deal Cues S&P to Revise Outlook
WYNN RESORTS: Moody's Puts Corporate Family Rating at Ba3
WYNN RESORTS: Moody's Assigns Ba3 CFR & POD Rating, Stable Outlook

XEROX CORP: Earns $254 Million in Quarter Ended September 30

* Fitch Says Bank Rating Actions Globally Limited in 3rd Quarter
* S&P Lowers Ratings on 1,413 Classes of U.S. RMBS
* S&P Places Ratings on 590 Tranches Under Negative CreditWatch

* Beard Audio's Featured Conferences for October 2007

* Upcoming Meetings, Conferences and Seminars



                             *********

ABRAHAM KRUPP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Abraham I. Krup
        147-21 68th Avenue
        Flushing, NY 11367

Bankruptcy Case No.: 07-45679

Chapter 11 Petition Date: October 18, 2007

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: M. David Graubard, Esq.
                  Kera & Graubard
                  240 Madison Avenue, 7th Floor
                  New York, NY 10016
                  Tel: (212) 681-1600
                  Fax: (212) 681-1601

Total Assets: $802,600

Total Debts:  $1,323,543

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
American Express S.E.                       $181,512
c/o Berke & Associates
555 St. Charles Drive, Suite 100
Thousand Oaks, CA 91360

NYS Department of Taxation and Finance      $111,084
Bankruptcy Unit
P.O. Box 5300
Albany, NY 12205

Cynergy Data                                 $74,440
109-15 14th Avenue
College Point, NY 11356

Merchant Cash and Capital                    $68,239

Westye Group-East, LLC                       $61,586

Trans First/Merchant Services                $44,724

American Express Travel Related Services     $29,895

J.P. Morgan Chase Bank                       $16,811

Washington Mutual                            $14,535

Missouri Higher Education Loan Authority      $9,858

Beneficial                                    $9,169

American Express                              $4,933

Internal Revenue Service                      $4,246

Capital One Bank                              $3,730

Applied Card Bank                             $2,678

Stuyvesant Fuel Service Corp.                 $1,844

Capital One                                   $1,456

HSBC Bank                                     $1,107

Capital One                                     $941

Verizon Wireless                                $802


ADVA-LITE INC: Disclosure Statement Hearing Moved to January 9
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
continue the hearing to Jan. 9, 2008, at 10:00 a.m., to consider
the adequacy of the Disclosure Statement explaining Adva-Lite Inc.
and its debtor-affiliates' Joint Liquidating Chapter 11 Plan.

The hearing will be held in Room No. 5 of the United States
Bankruptcy Court, located at 824 Market Street, Fifth Floor in
Wilmington, Delaware.

The Disclosure Statement hearing started on Aug. 7, 2007.

                           Plan Funding

As reported in the Troubled Company Reporter on Sept. 12, 2007,
the Debtors reminded the Court that they have completed the sale
of substantially all of their assets during their bankruptcy
proceedings.  The Debtors have also collected various receivables,
refunds and deposits.

The Debtors anticipated that the cash proceeds from the asset
sale, causes of action, including avoidance actions, collection of
receivables, refunds and deposits will be available to pay in full
all allowed administrative claims, priority tax claims, priority
non-tax claims and miscellaneous secured claims against the
Debtors.  Remaining assets and investments will be collected by
the plan administrator pending distribution.

                 Dissolution of Corporate Entities

The Debtors related to the Court that as soon as practicable after
the effective date of the plan, the plan administrator will take
all actions to dissolve each of the post-confirmation debtors
under the appropriate laws.

The Debtors proposed to the Court that the confirmation order will
provide that the post-confirmation debtors will not be required to
pay any outstanding or delinquent franchise taxes in order to
effectuate dissolution.

The Debtors further propose that on the effective date of the
plan, all member of the board of directors will be deemed to have
resigned and all employment contracts of employees of the Debtors
not previously assumed or rejected will be deemed rejected.

                        Treatment of Claims

Under the Plan, administrative expense claims, priority tax
claims, and claims for statutory fees will be paid in full.

Priority Non-Tax Claims and Miscellaneous Secured Claims will also
be paid in full.

The Secured Claims of the Trivest Parties -- Term loan D-1 and
Term Loan D-3 -- will not receive any distribution under the plan.  
The Trivest Parties' claims will be satisfied in full by the
retention of the Trivest Parties' interest in the Payment Rights
Agreement agreement dated as of April 25, 2007, and entered into
among Corvest SPV LLC, Ableco Holding LLC, the other members of
Corvest SPV LLC and the Trivest Parties consisting of Trivest
Partners, L.P., Trivest Fund II, Ltd., Trivest Principals Fund
II,Ltd., Trivest Equity Partners II, Ltd.

Although the Debtors don't agree that the Secured Claims of Xerox
Capital Services, LLC, and Dell Financial Services, L.P., pursuant
to the Asset Purchase Agreement and Sale Order, the Debtors have
assumed and assigned all personal property leases between the
Debtors and Xerox and the Debtor and Dell.  The Debtors further
say that any outstanding cure amount has been paid.  The asset
purchase agreement pertains to the agreement between Corvest SPV
LLC and the Debtors as approved by the Court on April 12, 2007.

The secured claims of Pinellas County Tax Collector and
Pennsylvania Department of Revenue will be paid in full and in
cash.

General Unsecured Creditors will receive, in full satisfaction of
their claims, unless the holder agrees to accept lesser treatment,
a pro rata share from:

    * the Debtors' General Distribution Fund;

    * the first $250,000 in cash received by the Trivest Parties
      regarding the Payment Rights; and

    * 40% of the Payment Rights received by the Trivest Parties up
      to an aggregate of $2 million.

Inter-company claims will be disallowed pursuant to the Plan.

Holders of Subordinated Claims will not receive any distribution
under the Plan.  Equity interests will be canceled and holders
will also not receive anything.

A full-text copy of the Debtors' Disclosure Statement is available
for free at http://ResearchArchives.com/t/s?2342

A full-text copy of the Debtors' Joint Plan of Liquidation is
available for free at http://ResearchArchives.com/t/s?2343

                       About Adva-Lite Inc.

Headquartered in Largo, Fla., Adva-Lite Inc., together with
Corvest Promotional Products Inc., and four other affiliates,
sought chapter 11 protection on February 28, 2007 (Bankr. D. Del.
Lead Case Nos. 07-10264).  The four affiliates filing separate
chapter 11 petitions are Toppers LLC, CGI Inc., It's All Greek To
Me Inc., and Corvest Group Inc.

Adva-Lite, It's All Greek, and Toppers are subsidiaries of Corvest
Promotional.  Adva-Lite manufactures and markets personal lighting
gizmos, writing instruments, beverageware, and tools.  It's All
Greek provides custom plush products.  Toppers offers sports bags,
totes, luggage, caps, and other business accessories.

Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger
Singerman, P.A., represent the Debtors.  Michael R. Nestor, Esq.,
Kara Hammond Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP,
is the Debtors co-counsel.  Houlihan Lokey Howard & Zukin Capital,
Inc. serve as financial advisor and investment banker to the
Debtors.  Kurtzman Carson Consultants LLC acts as the Debtors'
claims and noticing agent.  Lowenstein Sandler PC represent the
Official Committee of Unsecured Creditors while Reed Smith LLP is
the Committee's Delaware counsel.  Mahoney Cohen & Company, CPA
P.C. is the financial advisor to the Committee.  In amended
schedules filed with the Court, Adva-Lite disclosed total assets
of $7,033,526 and total debts of $48,897,227.


AES CORP: May Use Bond Proceeds to Buy 49.99% Brasiliana Stake
--------------------------------------------------------------
AES Corp. said in a statement that it could use up to $600 million
from the placement of senior unsecured notes to fund the
acquisition of a 49.99% stake in Brazilian power holding firm
Brasiliana.

On Sept. 12, 2007, Banco Nacional de Desenvolvimento Economico e
Social SA, along with The AES Corp., hired an independent auditor
to appraise Brazilian power holding firm Brasiliana's value.  
Banco Nacional wants to sell its 49.99% stake in Brasiliana, where
AES holds 50.01%.

BNamericas relates that AES has the first right to purchase the
stake.

According to BNamericas, AES priced the private placement of
senior unsecured notes consisting of $500 million principal amount
of 7.75% senior notes due 2015 and $1.5 billion principal amount
of 8% senior notes due 2017.

"The company intends to use the net proceeds from the sale of the
senior notes primarily to refinance a portion of its recourse
debt," AES commented to Bnamericas.

BNamericas notes that the placement could help finance AES'
investments in these countries:

     -- Philippines,
     -- South Africa, and
     -- Northern Ireland.

According to BNamericas, these Brazilian power firms are
considering purchasing the stake:

         -- EDB,
         -- Cemig, and
         -- CPFL Energia.

                       About Banco Nacional

Banco Nacional de Desenvolvimento Economico e Social is Brazil's
national development bank.  It provides financing for projects
within Brazil and plays a major role in the privatization programs
undertaken by the federal government.

                     About AES Corporation

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

AES has been in Eastern Europe for over ten years, since it
acquired three power plants in Hungary in 1996.  Currently, AES
has two distribution companies in Ukraine, which serve 1.2
million customers and generation plants in the Czech Republic
and Hungary.  AES is also the leading company in biomass
conversion in Hungary, generating 37% of the nation's total
renewable generation in 2004.

                            *   *   *

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

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


ALLISON TRANSMISSION: Moody's Junks Rating on $550 Mil. Sr. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 (LGD-5, 89%) rating to
Allison Transmission, Inc.'s issuance of $550 million of 11-1/4%
Senior Toggle Notes due in 2015.

At the same time, Moody's affirmed Allison's B2 Corporate Family
rating, B1 rating on the company's senior secured bank credit
facilities, and stable outlook.

The Toggle Notes notes provide Allison with the flexibility beyond
the initial interest period to pay interest in cash, to increase
the principal amount of the notes or issuing new notes to pay
interest (PIK Interest), or 50% in cash and 50% PIK Interest.  The
Toggle Notes are identical in seniority and maturity and other
material matters with Allison's recent issuance of $550 million of
11% cash pay senior unsecured notes due in 2015.  Accordingly, the
Toggle Notes were assigned the same Caa1 rating as the 11% notes.

Combined, the $1.1 billion of unsecured notes completes the
permanent refinancing of $1.1 billion of bridge loan facilities
used to finance the acquisition of Allison Transmission from
General Motors Corporation.  Moody's assigned initial Allison
ratings on July 18, 2007 and affirmed the rating on the
$550 million of 11% cash pay senior unsecured notes on Oct. 4,
2007.

Allison Transmission is headquartered in Indianapolis, Indiana,
and has five international regional offices: Sliedrecht, The
Netherlands; Tokyo, Japan; Beijing, China; Singapore; and Sao
Paulo, Brazil.  Allison Transmission also has a presence in more
than 80 countries, which includes over 1,500 distributors and
dealers.  This support network provides service and technical
support worldwide to the division's 250 OEMs, and the many fleet
owners and operators, and end users.  Allison Transmission has a
workforce of over 4,000 salaried and hourly employees.


AMERIRESOURCE TECH: Completes Sale of 90% Green Endeavors Stake
---------------------------------------------------------------
Nexia Holdings Inc. has closed on the purchase of 90% of the
issued and outstanding stock of Green Endeavors Inc. from
AmeriResource Technologies Inc, in exchange for the issuance of
150,000 restricted shares of Nexia's Series C Preferred Stock with
a stated value of $5 per share.

GRNE holds 13 million shares of BizAuctions Inc. with a market
value of approximately $950,000 and convertible debt of $171,000.

GRNE is now a majority owned subsidiary of Nexia.  Nexia has plans
to spin-out its Landis Lifestyle Salon operations into the
publicly traded Green Endeavors Inc.
    
"The acquisition of GRNE is a winning situation for all parties,"
Richard Surber, president of Nexia Holdings Inc., commented.  
"Existing shareholders of Nexia stand to gain a stock dividend in
GRNE directly, which not only immediately adds to shareholder
value but provides an incentive for Nexia shareholders to remain
long-term holders."

"GRNE will be able to supplement the cash needs of our salon
operations, while AMRE will be able to streamline its operations
and will remain a minority holder in GRNE and Nexia," Mr. Surber
continued.  "GRNE shareholders will own part of a fast-growing
salon operation with ambitious growth plans, which Nexia believes
will generate over $2.2 million in gross revenues in 2007."
    
"BZCN shareholders may benefit through entering into a strategic
alliance with Nexia's wholly-owned subsidiary Gold Fusion
Laboratories Inc., owner of the Black Chandelier retail brand,"
Mr. Surber added.  "The Black Chandelier clothing operation will
gain access to a popular channel to sell excess inventory through
BZCN's online auction platform."
    
"I am very impressed with Nexia's operations," Delmar Janovec, CEO
of AMRE, said.  "This transaction should provide significant value
to AMRE's shareholders in the form of increasing the value of its
remaining GRNE shares as well as being a groundfloor investor in
Landis salons and Nexia's newly aligned operations.  I have
confidence in Richard Surber and his team to grow and create
shareholder value for everyone involved."
    
Landis is an independently operated salon that exclusively sells
and uses AVEDA(TM) branded products.  

"Our intention is to use our new public vehicle to roll-up
additional salons that sell AVEDA(TM) products, and potentially
other environmentally conscious health and beauty companies,"
Matthew Landis, founder and head stylist of Landis, said.  
"The explosive growth in organic, natural skin and hair care is a
trend taking over the world, and with additional access to
capital, we can accelerate our growth.  We are considering
acquiring numerous established salon operations in the Greater
Salt Lake City Area and have discussed creating franchises for the
Landis Salon operation that could lead to a national expansion."
    
Richard Surber and his staff are working on a plan which includes:

   -- refilling of a 15c2-11 to regain GRNE's trading on the
      Pink Sheets;

   -- obtaining an Securities and Exchange Commission peer
      review audit;

   -- an offering document to raise additional capital under
      Regulation D;

   -- the eventual filing of a registration statement with the
      SEC; and

   -- distributing stock as a dividend or as a pro-rata spin-
      off to Nexia shareholders.

                    About Nexia Holdings Inc

Headquartered in Salt Lake City, Utah, Nexia Holdings Inc. (OTCBB:
NEXH) -- http://www.nexiaholdings.com/-- engages in the  
acquisition, lease, management, and sale of real estate properties
in the continental United States, through its subsidiaries.  It
operates, owns, or has interests in a portfolio of commercial,
industrial, and residential properties.  The company's commercial
properties comprise Wallace-Bennett Building, and a one-story
retail building in Salt Lake City, Utah; and an office building in
Kearns, Utah.  Its residential property comprises a condominium
unit located in close proximity to Brian Head Ski Resort and the
surrounding resort town in southern Utah.  The company's
industrial property includes Parkersburg Terminal in Parkersburg,
West Virginia.  It also owns parcels of undeveloped land in Utah
and Kansas.
       
               About AmeriResource Technologies

Headquartered in Las Vegas, AmeriResource Technologies Inc.
(OTC BB: AMREE.OB) -- http://www.ameriresourcetechnologies.com/--   
operates online auction drop-off locations that provide the
general public to sell items on eBay.  It provides software design
and product development for businesses that sells items on eBay.  
AmeriResource also offers software and hardware system, and self-
serve system called Point of Sales, which offers integrated
system, including restaurant management tools/menus that offer
various reports for inventory and labor control.  The company was
incorporated in 1989 as KLH Engineering Group Inc. and changed its
name to AmeriResource Technologies Inc. in 1996.

At June 30, 2007, AmeriResource Technologies Inc.'s consolidated
balance sheet showed $1.2 million in total assets and $2.4 million
in total liabilities, resulting in a $1.2 million total
stockholders' deficit.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on May 17, 2007,
De Joya Griffith & Company LLP, in Las Vegas, expressed
substantial doubt about AmeriResource Technologies Inc.'s ability
to continue as a going concern after auditing the company's
financial statement as of the years ended Dec. 31, 2006, and 2005.  
The auditing firm pointed to the company's recurring losses from
operations, negative working capital, and negative cash flows from
operations.


ANGIOTECH PHARMA: Lowers 2007 EBITDA Outlook to $50 Million
-----------------------------------------------------------
Angiotech Pharmaceuticals, Inc., disclosed preliminary financial
results from the third quarter ended Sept. 30, 2007 and updated
its financial outlook for the full year ending Dec. 31, 2007, in
conjunction with the release of Boston Scientific Corp.'s third
quarter financial results last Oct. 19, 2007.

Angiotech will release its complete third quarter financial
results, including Management's Discussion and Analysis of
Financial Condition and Results of Operations, and hold its third
quarter results conference call for analysts and investors, as
scheduled on Nov. 1, 2007.

Selected preliminary unaudited financial results for the third
quarter are:

    * Total revenues were $68.0 million.

    * Net product sales were $41.4 million and were derived
      primarily from sales of the company's various single-use
      specialty medical devices as well as from sales of medical
      device components to third parties.

    * Royalty revenue was $26.6 million and included $24.9 million
      of royalty revenue derived from sales by Boston Scientific
      of paclitaxel-eluting coronary stent systems.

    * Adjusted EBITDA was $7.2 million.  Excluding research and
      development expenses, the significant majority of which are
      discretionary and relate primarily to our Pharmaceutical
      Technologies segment, Adjusted EBITDA would be
      $19.8 million.

    * Cash and long-term investments were $132.7 million.

    * Angiotech expects to post a net loss on a GAAP and adjusted
      basis for the third quarter, pending finalization of certain
      tax items.

With the third quarter results as reported, the company is
updating its full year 2007 outlook:

    * The company is updating its full year 2007 expected royalty
      revenue range to $118 million to $120 million, based on
      third quarter paclitaxel-eluting stent sales of $448 million
      announced by Boston Scientific in its third quarter earnings
      release and from which the company will derive and record
      royalty revenue in its fourth quarter of 2007.

      Boston Scientific disclosed on October 16 that it plans to
      present a broad range of clinical trial data reinforcing the
      safety and efficacy of TAXUS(R) coronary stent systems at
      the upcoming Transcatheter Cardiovascular Therapeutics (TCT
      2007) scientific symposium, which runs from October 20 to 25
      in Washington, DC.

    * The company is revising its 2007 medical product sales
      outlook to a range of $171 million to $173 million, from its
      previous range of $190 million to $210 million.

      The company's previous range included expected revenue of
      $180 million to $190 million from medical products obtained
      in the acquisition of American Medical Instruments, Inc. and
      $10 million to $30 million from new product lines.  The
      company expects fourth quarter net medical product sales to
      be between $42 million and $44 million.

    * The company's full year 2007 outlook for revenue derived
      from sales of medical products obtained from AMI is modestly
      lower as compared to its original expectations as a result
      of the company's decision to de-emphasize or discontinue
      certain product lines that were generating limited or
      negative contribution margins in the second half of 2007.

      In addition, the company previously announced decision to
      consolidate certain operations and close our facility in
      Syracuse, New York, has impacted the shipment and production
      timing of a limited number of orders for surgical needles.

    * The company's original full year 2007 outlook for sales
      revenue derived from certain new product lines was
      $10 million to $30 million.  At the present time the company
      expects to begin generating more substantial revenue from
      these sources starting in 2008, rather than in the second
      half of 2007 as originally expected, as a result of several
      factors, including:

      -- Longer regulatory review times than originally expected,
         primarily for the company's Vascular Wrap(TM) product
         candidate in the European Union (EU).  While the company
         completed its EU clinical trial and submitted all
         regulatory filings as planned, review and approval
         timelines are entirely at the discretion of the
         regulatory body in the EU, and are not specifically
         mandated.  The company had originally expected this
         product candidate would be approved for sale by the third
         quarter of 2007.  The company now expects this product
         candidate, should it receive EU regulatory approval, to
         be available for sale in first half of 2008;

      -- An initial "time to first order" of 9 to 12 months, as
         opposed to the originally forecasted 3 to 6 months, for
         the company's Quill(TM) SRS product line in the majority
         of customer accounts.  Importantly, the company continues
         to remain on track to sign up approximately 275 customer
         accounts by year-end.  As of October 2007, the company
         had signed approximately 230 Quill(TM) SRS customer
         accounts, including 67 hospitals, 89 clinics and 74
         physician offices, as compared to only a small number of
         ordering accounts and fewer than 10 hospitals as of June
         2007.  As a result of positive physician reception for
         the Quill(TM) SRS product launch, the company accelerated
         its investments in sales and marketing, completed hiring
         plans ahead of the original schedule, and will continue
         to invest research and development resources to expand
         the Quill(TM) SRS product line, with the goal of offering
         approximately 40 Quill(TM) SRS SKUs by year-end.

    * The company's full year 2007 outlook for certain expenses,
      including selling, general and administrative and research
      and development expenses, remains consistent with ranges as
      previously communicated, with increases in sales and
      marketing related expenses as compared to the upper end of
      the range a possibility.  This outlook is inclusive of
      investments in the second half of 2007 relating to:

      -- Sales force expansion, product launch and market
         development initiatives for Quill(TM) SRS and its
         interventional business;

      -- Launch preparation activities related to the company's
         HemoStream(TM) dialysis catheter product line, which
         recently received regulatory approval one quarter in
         advance of the original expectations;

      -- The acceleration of clinical trial activities relating to
         the Vascular Wrap(TM) product candidate in the U.S.;

      -- EU product launch and U.S. clinical trial activities
         relating to the Bio-Seal(TM) lung biopsy product line.

    * As a result of the revenue delays and the decision to
      maintain investment in critical programs, the company is
      updating its full year 2007 Adjusted EBITDA outlook range to
      $47 million to $50 million from the previously stated
      $85 million to $95 million.  Excluding research and
      development expenses, the significant majority of which are
      discretionary and relate primarily to the Pharmaceutical
      Technologies segment, the company's expected Adjusted EBITDA
      range would be $99 million to $102 million.

    * The company's outlook regarding adjusted net income per
      share for 2007 will be updated on Nov. 1, 2007, pending
      finalization of certain tax items.

The company cautions that the information concerning its revised
outlook for 2007 is forward-looking and accordingly, actual
results may differ materially.

"We remain optimistic about our numerous new product opportunities
and the revenue potential they provide for Angiotech.  Physician
excitement for Quill(TM) SRS and other new Angiotech products, our
recent positive clinical trial results for our 5-FU CVC product
candidate, and the continued progress of our various research and
product development programs give us confidence that we should see
improved product revenue growth in 2008," said Dr. William Hunter,
President and CEO of Angiotech.

"While we had hoped to achieve higher revenues and adjusted EBITDA
in the third and fourth quarters of 2007 - the largest impact
coming from the delayed timing of revenue from newly launched
products - we anticipate that our various businesses and
investments in sales, marketing and medical research will deliver
growth in 2008," said Thomas Bailey, Chief Financial Officer of
Angiotech.

                        About Angiotech

Angiotech Pharmaceuticals, Inc. -- http://www.angiotech.com/--  
(NASDAQ: ANPI, TSX: ANP) is a global specialty pharmaceutical and
medical device company with over 1,500 dedicated employees.  
Angiotech discovers, develops and markets innovative treatment
solutions for diseases or complications associated with medical
device implants, surgical interventions and acute injury.


ANGIOTECH PHARMA: S&P Places Ratings Under Negative CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B-' long-term corporate credit rating, on Vancouver, British
Columbia-based Angiotech Pharmaceuticals Inc. on CreditWatch with
negative implications.      

The CreditWatch listing follows Angiotech's announcement that it
expects to generate EBITDA of about $50 million for the full year
ending Dec. 31, 2007, a significant decline from the $90 million
previously projected.  This implies a pro forma debt to EBITDA of
about 11.5x for 2007 compared with 6.4x under the previous
projections.   Management's revision was precipitated by delays in
the realization of revenues from new medical product lines and the
decision to continue investing in various products.  Furthermore,
the drug-eluting stents market continues to contract because of
safety issues.  The royalty revenue stream from DES declined by
40% year-over-year to $24.9 million during the third quarter
(ended Sept. 30, 2007).  Revenues continue to deteriorate on a
quarterly basis and S&P have little insight into the likelihood of
DES demand stabilizing.  As such, the company is increasingly
reliant on its medical products segment cash flow.     

"We are concerned about Angiotech's cash flow generation in the
near term and its ability to sustain the current business model in
the medium term," said Standard & Poor's credit analyst Maude
Tremblay.  "We will likely keep the ratings on Angiotech on
CreditWatch for two quarters, to assess the development of the new
medical product lines," Ms Tremblay added.

Angiotech's liquidity is adequate, but could become constrained if
the underlying business doesn't improve.  Its cash balances and
liquid long-term investments declined by $11.5 million during the
third quarter to US$132.7 million at Sept. 30, 2007, and the
company  doesn't have a revolving credit facility. Nevertheless,
Standard & Poor's expects this amount will meet cash obligations
in the near term given the limited capital expenditure
requirements and the absence of maturities under the covenant-
light, long-term financing facilities until 2013. Furthermore, the
company could elect to reduce discretionary expenses, such as
certain research and development expenses, to preserve cash if
necessary.     

Standard & Poor's will reassess the company's expected 2007
performance as well as its ongoing business and financial
strategies.  The company can maintain the ratings only if it
generates material revenue from the new medical product lines,
thereby leading to a marked improvement in cash flow.


ARTHUR BELL: Case Summary & Six Largest Unsecured Creditors
-----------------------------------------------------------
Debtors: Arthur B. Bell
         Vanessa Yang
         521 Driscoll Place
         Palo Alto, CA 94306

Bankruptcy Case No.: 07-53335

Chapter 11 Petition Date: October 18, 2007

Court: Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtors' Counsel: Steven J. Sibley, Esq.
                  Law Offices of DiNapoli and Sibley
                  10 Almaden Boulevard, Suite 1250
                  San Jose, CA 95113-2233
                  Tel: (408) 999-0900

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtors' list of their Six Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
PyroMagic Enterprises, Inc.               $1,617,670
1200 Hamilton Court
Menlo Park, CA 94025

Bank of America                              $10,976
P.O. Box 15719
Wilmington, DE 19886-5719

Pacific Fabrication                           $5,000
235 Tennant Avenue, Suite 3
Morgan Hill, CA 95037

Bloomingdales                                 $2,000

Bank of America                               $1,419

GHP Group, Inc.                               $1,063


ASAT HOLDINGS: Regains Nasdaq Listing Compliance
------------------------------------------------
The Nasdaq Listing Qualifications Panel has informed ASAT Holdings
Limited that the company had regained compliance with the
$35,000,000 market value requirement.  As a result, the appeal
hearing will be moot and cancelled, and ASAT's American Depositary
Shares shall remain listed on The Nasdaq Capital Market.

The company has received a Nasdaq Staff Determination letter dated
Sept. 17, 2007, indicating that the company's market value of
listed securities had been below $35,000,000 as required for
continued inclusion by Marketplace Rule 4320(e)(2)(B) and that its
ADSs were, therefore, subject to delisting.

On Sept. 24, 2007, ASAT requested an appeal hearing before a Panel
to avoid delisting.  ASAT subsequently appealed to the Panel and
provided information and other communication to the Panel.
    
Headquartered in Pleasanton, California, ASAT Holdings Limited
(Nasdaq: ASTT) -- http://www.asat.com/-- is a provider of      
semiconductor package design, assembly and test services.  With
18 years of experience, the company offers a definitive selection
of semiconductor packages and world-class manufacturing lines.  
ASAT's advanced package portfolio includes standard and high
thermal performance ball grid arrays, leadless plastic chip
carriers, thin array plastic packages, system-in-package and flip
chip.  ASAT was the first company to develop moisture sensitive
level one capability on standard leaded products.  The company has
operations in the United States, Hong Kong, China and Germany.

At April 30, 2007, ASAT Holdings Limited's consolidated balance
sheet showed $135.1 million in total assets, $217.7 million in
total liabilities, and $5.7 million in series A redeemable
convertible preferred shares, resulting in an $88.3 million total
stockholders' deficit.

                          *     *     *

Standard & Poor's placed ASAT Holdings Limited's long term foreign
and local issuer credit ratings at 'CCC-' in September 2007.  The
outlook is negative.


AUSTIN HOUSING: Likely Default Cues Moody's to Affirm C Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the C rating on the Austin
Housing Finance Corporation, Texas Single Family Mortgage Revenue
Bonds, Series 1984.  The amount of debt affected by this rating
action is approximately $1.6 million.  The outlook for the rating
is stable.

The C rating reflects the continuance of the program's
deteriorating financial position, evidenced by a program-asset-to-
debt ratio (PADR) of an extraordinarily low 0.15 as of Sept. 1,
2007.  This ratio represents a decline from the August 2006 level
of 0.20.  The decline in the program's PADR is the result of the
negative spread between the interest rate earned on the mortgage
loans (11.5%) and reserves (10.98%), and the rate accruing on the
bonds (12%).  As of Sept. 1, 2007, only call-protected capital
appreciation bonds (CABs) maturing in 2016 remained outstanding.

Moody's expects the erosion in the financial position will
continue.  This extreme financial erosion has led to the very
likely inability to make full and timely payment on all of the
remaining obligations when the bonds come due.  The C rating
reflects Moody's expectation that a significant portion of the
remaining debt outstanding will likely default.

                             Outlook

The outlook on the rating is stable. Due to the negative spread
between mortgage interest rates and reserve to bond interest
rates, the program will continue to deteriorate financially.
Without an infusion of moneys from outside resources, which is
unlikely, the bonds will default on the payment of principal and
interest on the bonds.


AVADO BRANDS: Court Approves Greenberg Traurig as Delaware Counsel
------------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware grants authority to Avado Brands Inc. and its
debtor-affiliates to employ Greenberg Traurig LLP as their
Delaware bankruptcy counsel and corporate counsel nunc pro tunc to
Sept. 5, 2007.

Greenberg Traurig is expected to:

     (a) provide legal advice with respect to the Debtors'
         powers and duties as debtors in possession in the
         continued operation of their businesses and management
         of their property;

     (b) negotiate, draft and pursue confirmation of any plan
         of reorganization and approval of any accompanying
         disclosure statement;

     (c) prepare on behalf of the Debtors all applications,
         motions, answers, orders, reports and other legal papers
         necessary to the administration of the Debtors' estates;

     (d) appear in Court and protect the interest of the
         Debtors before the Court;

     (e) assist with any disposition of the Debtors' assets,
         by sale or otherwise;

     (f) attend all meetings and negotiate with representatives
         of creditors, the U.S. Trustee, and other parties-in-
         interest;

     (g) provide legal advice on Delaware corporate law and
         corporate governance issues to the Debtors in
         connection with the Debtors ongoing business
         operations; and

     (h) perform all other legal services fro, and provide all
         other necessary legal advice to, the Debtors which may
         be necessary and proper in these Cases.

The Debtors tells the Court that they agreed to pay the firm's
professionals with these rates:

     Professional                    Hourly Rate
     ------------                    -----------
     Donald J. Detweiler, Esq.           $510
     Sandra G. M. Selzer, Esq.           $405
     Elizabeth Thomas, Esq.              $190

     Attorneys                       $200 - $735
     Legal Assistants/Paralegals      $65 - $735       

The Debtors relates that they had paid Greenberg Traurig a
retainer in the amount of $85,000 for planning, preparation of the
documents and its post bankruptcy filing representation of the
Debtors.

The Debtors assures the Court that the firm is disinterested as
the term is defined in the Bankruptcy Code.

Greenberg Traurig can be reached at:

     Greenberg Traurig LLP
     Suite 1200, The Nemours Building
     1007 North Orange Street
     Wilmington, DEL 19801
     Tel: (302) 661-7000
     Fax: (302) 661-7360
     http://www.gtlaw.com/     

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

The Debtor filed for chapter 11 protection on Feb. 4, 2004 (Bankr.
N.D. Tex. Case No. 04-1555).  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).  

Michael Tuchin, Esq., and Stacia A. Neeley, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP, represent the Debtors.  Donald J.
Detweiler, Esq., at Greenberg Traurig, LLP, is the Debtors'
Delaware counsel.  Kurtzman Carson Consultants LLC acts as the
Debtors' claim and noticing agent.  In their second filing, the
Debtors disclosed estimated assets and debts between $1 million to
$100 million.

Scott L Hazan, Esq., at Otterbourg, Steindler, Houston & Rosen,
P.C., represents the Official Committee of Unsecured Creditors.  
David B. Stratton, Esq., at Pepper Hamilton LLP, is the
Committee's Delaware counsel.


AVISTAR COMMS: Sept. 30 Balance Sheet Upside-Down by $6.9 Million
-----------------------------------------------------------------
Avistar Communications Corporation disclosed financial results for
its third quarter and nine months ended Sept. 30, 2007.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$12.1 million in total assets and $19 million in total
liabilities, resulting in a $6.9 million total shareholders'
deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $9.6 million in total current
assets available to pay $12.8 million in total current
liabilities.

Avistar reported a net loss of $4.1 million for the three months
ended Sept. 30, 2007, compared to net income of $1.8 million for
the three months ended Sept. 30, 2006.  Employee stock
compensation expense for equity based compensation was $700,000
for the three months ended Sept. 30, 2007, and $500,000 for the
three months ended Sept. 30, 2006.

Revenue for the three months ended Sept. 30, 2007, was
$1.8 million, compared to $7.3 million for the three months ended
Sept. 30, 2006.  Revenue for the three months ended June 30, 2007,
included $4.0 million in licensing revenue from a licensing
agreement with Radvision Ltd.  Revenue for the three months ended
Sept. 30, 2006, included $5.0 million in licensing revenue from an
agreement with Sony Corporation and Sony Computer Entertainment
Inc.  Income from settlement and patent licensing was $1.1 million
for each of the three months ended Sept. 30, 2007, and Sept. 30,
2006.

Revenue for the nine months ended Sept. 30, 2007, was
$10.0 million, compared to $10.9 million for the nine months ended
Sept. 30, 2006.  Income from settlement and patent licensing for
the nine months ended Sept. 30, 2007, was $15.2 million, which
included $12.0 million in proceeds from a settlement and licensing
agreement with Tandberg ASA and its affiliates, compared to
$3.2 million for the nine months ended Sept. 30, 2006.  Avistar
reported a net income of $755,000 for the nine months ended
Sept. 30, 2007, as compared to a net loss of $5.0 million for the
nine months ended Sept. 30, 2006.  

As of Sept. 30, 2007, Avistar had cash, cash equivalents and
marketable securities of $6.1 million.

"The third quarter was an important transitional period for
Avistar, with a number of significant structural adjustments and
strategic initiatives undertaken," stated chairman and chief
executive officer Dr. Gerald Burnett.  "Avistar historically has
operated as two separate but connected entities -- one group
developing, marketing, selling and supporting our outstanding
desktop video collaboration product, largely to financial services
clients, and a second group responsible for the protection and
monetization of the intellectual property assets of the company
that have been created over a dozen years of product development.  

"In July 2007, we recruited Simon Moss, a seasoned and talented
technology industry executive, to lead the product group into its
next phase of growth.  The third quarter represented the beginning
of his contribution, and significant initiatives have already been
undertaken to both streamline our costs and organization, and
diversify our go-to-market strategy.  On the intellectual property
side of our business, we have consolidated Collaboration
Properties Inc. - which was a solely-owned subsidiary, into
Avistar to provide a more cohesive and integrated organization.  
As part of this realignment, our emphasis is shifting to that of
technology software licensing, as opposed to patent licensing.  We
expect this orientation will lead to additional product
partnerships with firms desiring to integrate high quality visual
collaboration into their enterprise applications."

Dr. Burnett continued, "The third quarter of 2007 demonstrated the
'lumpiness' of our revenue model.  Although the combination of our
reported revenue from product, services, and licensing, plus our
income from settlement and licensing activities through the first
three quarters of 2007 exceeded 2006's full-year performance by
44%, much of those proceeds were generated during the first two
quarters of 2007 through our intellectual property and product
licensing activities.  We believe that our revenue growth and
profit performance for the full year of 2007 will be consistent
with the guidance provided in our fourth quarter earnings
announcement of January 25, 2007."

                   About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (NASDAQ: AVSR) -- http://www.avistar.com/-- holds a  
portfolio of 76 patents for inventions in the primary areas of
video and network technology and offers technology and IP licenses
to companies in video conferencing, rich-media services, public
networking and related industries.  Current licensees include Sony
Corporation, Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.


BLACKHAWK AUTOMOTIVE: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Lead Debtor: Blackhawk Automotive Plastics, Inc.
             800 Pennsylvania Avenue
             Salem, OH 44460

Bankruptcy Case No.: 07-42671

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Tier e Automotive Group, Inc.              07-42673

Type of Business: The Debtors manufacture injection molded plastic
                  products and motor vehicle parts and
                  accessories.

Chapter 11 Petition Date: October 22, 2007

Court: Northern District of Ohio (Youngstown)

Debtors' Counsel: David M. Neumann, Esq.
                  William I. Kohn, Esq.
                  Benesch, Friedlander, Coplan & Aronoff, L.L.P.
                  2300 B.P. Tower, 200 Public Square
                  Cleveland, OH 44114-2378
                  Tel: (216) 363-4500
                  Fax: (216) 592-4231

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Blackhawk Automotive        $1 Million to          $1 Million to
Plastics, Inc.              $100 Million           $100 Million

Tier e Automotive Group,    $1 Million to          $1 Million to
Inc.                        $100 Million           $100 Million

A. Blackhawk Automotive Plastics, Inc's 20 Largest Unsecured
   Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
Sabic Innovative Plastics                              $1,956,400
fka G.E. Polymerland
12200 Hebert Wayne Court,
Suite 150
Huntersville, NC 28078

Createc Corp.                                            $955,421
8888 Keystone Crossing,
Suite 1600
Indianapolis, IN 46240-4624

Avery Dennison, P.F.D.                                   $598,228
650 West 67th
Schereville, IN 46375-1390

J.I.T. Packaging, Inc.                                   $502,922
P.O. Box 218
Aurora, OH 44202

C.N.I., Inc.                                             $352,060
1451 East Lincoln
Madison Heights, MI 48071

Dow Chemical Co.                                         $328,988
2040 Dow Center
Midland, MI 48674

Duke Energy                                              $299,604
fka Cinercy/Cincinnati Gas
139 East 4th Street
Cincinnati, OH 45202

P.P.G. Industries, Inc.                                  $291,129
One P.P.G. Place
Pittsburgh, PA 15272

Kurz Transfer Products                                   $268,339
3200 Woodpark Boulevard
Charlotte, NC 28206

Dukane Corp.                                             $265,786
2900 Dukane Drive
St. Charles, IL 60174

Stag III Mason, L.L.C.                                   $264,309
99 Chauncy Street,
10th Floor
Boston, MA 02111

Polyone Corp.                                            $232,618

Nissha U.S.A., Inc.                                      $231,968

Samshin                                                  $227,271

Pioneer Plastics                                         $221,321

Baseball Polyolefins                                     $209,928

Process Development Corp.                                $200,423

Special Tool & Engineering                               $189,542

Warren County Treasurer                                  $186,003

Delphi Delco Electronics                                 $178,081

B. Tier e Automotive Group, Inc. does not have any creditors who
   are not insiders.


BILL DAVIS TRUCKING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Bill Davis Trucking, Inc.
        810 Newport Road
        Batesville, AR 72501

Bankruptcy Case No.: 07-15852

Type of Business: The Debtor provides trucking services.
                  See http://www.billdavistrucking.com/

Chapter 11 Petition Date: October 22, 2007

Court: Eastern District of Arkansas (Batesville)

Debtor's Counsel: Geoffrey B. Treece, Esq.
                  Quattlebaum, Grooms, Tull & Burrow, P.L.L.C.
                  111 Center Street, Suite 1900
                  Little Rock, AR 72201
                  Tel: (501) 379-1700
                  Fax: (501) 379-1701

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
White River Petroleum, Inc.    Trade debt                 $76,874
P.O. Box 2464
Batesville, AR 72501

G.E.I.C.O.                     Subrogation claim          $22,401
P.O. Box 509119                for wrecked vehicle
San Diego, CA 92150            of Tracy Bullock

Michelin North America         Trade debt                 $22,366
875 Lawrence Street
Batesville, AR 72501

M.H.C.-Kenworth                Trade debt                  $7,909

Alpha Dyno Nobel               Subrogation claim           $7,118
                               of automobile
                               property damage

Rigskirts, L.L.C.              Trade debt                  $5,898

Garage Door Services           Trade debt                  $4,625

Crow Burlingame Co.            Trade debt                  $2,971

Qualcomm                       Trade debt                  $2,419

Ozarko Tire                    Trade debt                  $2,161

Quality Petroleum, Inc.        Trade debt                  $1,884

Great Dane Trailers-N.L.R.     Trade debt                  $1,022

Dr. Verona T. Brown            Trade debt                    $947

Whiting Systems, Inc.          Trade debt                    $959

Tag Truck Enterprises          Trade debt                    $858

Cintas Corporation             Trade debt                    $853

Shwegman's Office Supply       Trade debt                    $700

Smitty's Septic Service        Trade debt                    $642

Kimball Midwest                Trade debt                    $520

Myers Tire Supply              Trade debt                    $515


BLUEGREEN CORP: Moody's Rates $10.5 Mil. Class G Notes at Ba2
-------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
class of notes issued by BXG Receivables Note Trust 2007-A in
Bluegreen Corporation's securitization of timeshare receivables.
Moody's also rated Classes B, C, D, E, F and G Aa3, A3, Baa1,
Baa2, Baa3 and Ba2, respectively.  The ratings were based on the
levels of credit enhancement provided by each of the subordinate
classes, the overcollateralization, the reserve fund, the quality
of the timeshare receivables, and the structure of the
transaction.

The complete rating action is as follows:

Issuer: BXG Receivables Note Trust 2007-A

   -- $52.5 mil; Class A, 5.828% Timeshare Loan-Backed Notes,
      Series 2007-A, Aaa

   -- $26.5 mil; Class B, 6.474% Timeshare Loan-Backed Notes,
      Series 2007-A, Aa3

   -- $43 mil; Class C, 7.463% Timeshare Loan-Backed Notes, Series
      2007-A, A3

   -- $14.5 mil: Class D, 7.611% Timeshare Loan-Backed Notes,
      Series 2007-A, Baa1

   -- $15 mil; Class E, 8.283%, Timeshare Loan Backed Notes,
      Series 2007-A, Baa2

   -- $15 mil; Class F, 9.680%, Timeshare Loan Backed Notes,
      Series 2007-A, Baa3

   -- $10.5 mil; Class G, 11.149%, Timeshare Loan Backed Notes,
      Series 2007-A, Ba2

Bluegreen specializes in drive-to timeshare developments in
regional locations.  Bluegreen owns 21 resorts.  The resorts are
in 8 states and in Aruba.  There are 44 resorts in the Bluegreen
Club.

Bluegreen, which has a senior secured rating of B3 from Moody's
with a stable outlook, markets to people with minimum household
incomes of $40,000 a year.  It estimates that its customer's
average annual household income is approximately $70,000, which is
less than the industry average.  The average outstanding loan
balance in the transaction as of the statistical cut-off date of
September 15, 2007 was approximately $12,175.  The weighted
average coupon was approximately 15%.The weighted average original
term to maturity was 117 months and the weighted average age was
3.8 months.  Most of the loans have an original term of 10 years
with a minimum required down payment of 10%.  Higher down payments
lead to a reduction in the interest rate charged on the loan.

Approximately 72% of the collateral balance arises under loans for
resorts located in Florida and South Carolina.  By state of
residence, the highest obligor concentration is in North Carolina
with 10.6%.  The concentration of foreign borrowers at the
statistical cut-off date is approximately 1.1%.

The required reserve fund balance as a percentage of the aggregate
closing date collateral balance will be at closing 2.5% growing to
5%.  After month 18, the required reserve fund balance will
decrease by 0.75% per month to a floor of 1.5%.

Bluegreen Corporation., headquartered in Boca Raton, Florida, has
been in the timeshare business since 1994 and is among the top ten
sellers of timeshares in the United States.  Bluegreen is the
servicer in this transaction.


BOMBAY CO: Gets Court Nod to Sell Bombay Furniture to Benix
-----------------------------------------------------------
The Bombay Company, Inc. received approval from the Ontario
(Canada) Superior Court of Justice to sell its wholly-owned, 50-
store subsidiary, Bombay Furniture Company of Canada, Inc., to a
newly-formed subsidiary of Canadian retailer, Benix, Inc.  Stores
will continue to be operated in-place and under the Bombay brand.  
The transaction, which was arranged by Toronto-based Hilco
Consumer Capital, is expected to close on or about Feb. 5, 2008.

Beginning immediately and until the date of closing, a joint
venture of Gordon Brothers Retail Partners, LLC and Hilco Merchant
Resources, LLC will manage all 50 Canadian stores, and will
conduct inventory promotions and clearance sales.  Current Bombay
employees will be retained by the Joint Venture.  Upon closing,
all stores will be transitioned from the Joint Venture to the
newly-formed subsidiary of Benix, which is expected to keep all
stores in-place and hire the vast majority of the then-existing
employees.

Fred Benitah, Chief Executive Officer of The B&C Group, which owns
and operates Benix as well as the Bowring retail chain with a
total of 150 stores across Canada, said, "We are excited about
this acquisition.  Bombay represents one of the most respected
retail brands in Canada.  Bombay Canada both complements our
existing retail brands and strengthens our position as Canada's
leading homeware retailer."

"This acquisition of Bombay Canada is very exciting and creates
great synergies among these three leading brands," Margaret
Morrison, President of Benix, added.  "I look forward to working
with the Bombay management team."

"The Canadian market has always been very important to Bombay,"
Nigel Travis, Lead Director of the Bombay Board of Directors,
stated.  "We are happy that the Bombay brand will continue into
the future as part of the Benix group and that our valued
employees will play an important role in ensuring the
transaction's long-term success.  We will all work together for a
smooth and seamless transition, with the goal of minimizing
disruption to customers."

"It is very satisfying to have structured and successfully
completed this remarkably complex transaction," James "Jamie"
Salter, CEO of Hilco Consumer Capital, said.  "Not only were we
able to create more value for Bombay's creditors in the company's
bankruptcy, we were also able to protect hundreds of jobs and
ensure the future integrity of a very respected brand name."

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


BUCKEYE TECH: Earns $13.5 Million in First Quarter Ended Sept. 30
-----------------------------------------------------------------
Buckeye Technologies Inc. on Monday disclosed results of its
operations for the first quarter ended Sept. 30, 2007.

The company reported net earnings of $13.5 million on net sales of
$197.4 million for the July-September quarter, compared to  net
earnings of $15.9 million on net sales of $200.2 million in the
same period last year.  These results include a $2.2 million one-
time favorable tax benefit related to the recently enacted
reduction in Germany's corporate tax rate.

Chairman and chief executive officer John B. Crowe said, "As I
said in our performance update last week, first quarter net sales
were up 3% compared to the same period last year.  The earnings
improvement is a combination of higher prices, better mix and cost
control.  Nonwovens shipments were especially strong with net
sales up 10% compared to the same period last year.  Strong cash
flow enabled us to reduce debt by $26 million during the just
completed quarter.  Demand for our specialty wood and cotton
products, nonwoven materials and fluff pulp continues to be
strong."

At Sept. 30, 2007, the company's consolidated balance sheet showed
$971.9 million in total assets, $594.1 million in total
liabilities, and $377.8 million in total stockholders' equity.

                    About Buckeye Technologies

Headquartered in Memphis, Tennessee, Buckeye Technologies Inc.
(NYSE: BKI) -- http://www.bkitech.com/-- manufactures and
markets specialty fibers and nonwoven materials.  The company
currently operates facilities in the United States, Germany,
Canada, and Brazil.  Its products are sold worldwide to makers of
consumer and industrial goods.

                       *     *     *

As reported in the Troubled Company Reporter on June 19, 2007,
Moody's upgraded Buckeye Technologies Inc.'s corporate family
rating to B1 from B2 and maintained a stable outlook.  All other
ratings were upgraded by one notch while the unsecured notes
were affirmed at B2.


CCS INC: Moody's Assigns B2 Rating to Proposed Senior Sec. Loans
----------------------------------------------------------------
Moody's Investors Service assigned B2 Corporate Family and
Probability of Default ratings to CCS Inc., and B1 to the proposed
senior secured credit facilities of the company, which consist of
a CDN$500 million secured revolver and a CDN$1.4 billion secured
term loan (inclusive of a CDN$100 million delayed draw tranche).

Concurrently, Moody's assigned Caa1 to the proposed
CDN$600 million of unsecured notes.  The financing is in
conjunction with the acquisition of CCS Income Trust by an
investor group led by Mr. David Werklund, the Founder, President
and Chief Executive Officer of CCS.  The outlook for the ratings
is stable.

The investor group includes CAI Capital Partners, GS Capital
Partners, Kelso & Company, Vestar Capital Partners, Alberta
Investment Management, British Columbia Investment Management
Corporation and O.S.S. Capital Management L.P.  The purchase price
of C$3.7 billion values the company at about twelve times pro
forma adjusted EBITDA of C$307 million for the 12 month period
ended June 30, 2007, inclusive of transaction expenses.  The
proceeds from the debt financing, along with CDN$1.8 billion of
equity will be used to finance the acquisition, retire existing
debt of the Trust, and pay fees and expenses associated with the
transaction.  The total equity contribution, including rollover
and reinvested equity of about CDN$650 million valued at the time
of the transaction, represents 48% of the total pro forma
capitalization.  The credit agreement also provides for an
incremental, uncommitted, senior secured facility of up to C$200
million which is not rated by Moody's.

The B2 Corporate Family Rating primarily reflects the high
financial leverage upon completion of the transaction and Moody's
expectation of negative pro forma free cash flow in the near term,
after deducting substantial capital expenditures, a portion of
which is growth-oriented.  The company is pursuing growth through
a combination of acquisitions and expansion of waste management
and environmental services to major oil and gas exploration and
production companies and other industrial customers.  Moody's
believes this strategy entails a higher risk profile given the
high leverage following the transaction.  Moreover, the company's
ability to substantively reduce leverage is contingent on progress
with customer penetration in the Alberta marketplace, recovery in
drilling activity from the current slow down and successful
execution on capital investments currently under way.

Nonetheless, the company is solidly positioned in the B2 rating
category based primarily on its leading position in the market for
waste management services to the oil industry which, combined with
management's successful track record in executing and integrating
acquisitions, mitigates downside risk.  The ratings are further
supported by:

   i) high barriers to entry created through a combination of
      technical know-how and ownership of valuable, permitted,
      treatment and disposal assets in the Alberta region and
      elsewhere,

  ii) the company's significant scale and broad range of services,
      which span oilfield services, clean-up work and disposal
      facilities,

iii) relatively diversified revenue streams which mitigate
      dependence on cyclical oil and gas drilling activity,

  iv) favorable medium-term prospects in terms of outsourcing of
      non-core activities by oil and gas companies and continuing
      activity in conventional oil extraction, and v) longer term
      opportunities with respect to international expansion and
      non-conventional oil sands extraction.

Moody's assigned these ratings to CCS:

   -- B2 Corporate Family Rating;

   -- B2 Probability of Default Rating;

   -- B1 (LGD 3, 35%) rating to the proposed CDN$500 million
      senior secured revolving credit facility due 2013;

   -- B1 (LGD 3, 35%) rating to the proposed CDN$1.4 billion
      senior secured term loan (inclusive of a $100 million
      delayed draw tranche) due 2014;

   -- Caa1 (LGD 5, 89%) rating to the proposed CDN$600 million
      senior unsecured notes due 2015.

   -- The ratings outlook is stable.

For further detail, refer to Moody's Credit Opinion for CCS Inc.
The ratings are subject to review of final documentation.

CCS Inc., based in Calgary, Alberta, will be a newly formed
company and the successor to Canada Income Trust post-transaction.
CCS provides energy and environmental waste management services to
the global energy and environment sectors through four major
divisions; CCS Midstream Services, HAZCO Environmental &
Decommissioning Services, Concord Well Servicing and CCS Energy
Marketing.  The Trust had revenues of about C$1.9 billion for the
12 months ended June 30, 2007.


CCS INC: S&P Assigns 'B+' Corporate Credit Rating
-------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating to Calgary, Alberta-based oilfield
services provider CCS Inc.  At the same time, Standard & Poor's
assigned its 'B-' senior unsecured debt rating to the proposed CDN
$600 million eight-year notes.  Standard & Poor's also assigned
its 'BB-' rating with a recovery rating of '2' to CCS's proposed,
seven-year, CDN $1.3 billion term loan facility; CDN $100 million
delayed draw seven-year term loan facility; and CDN $500 million
revolving credit facility.  The '2' recovery rating indicates an
expectation of substantial recovery (70%-90%) in a default
scenario.  The outlook is stable.     

"The ratings on CCS reflect the company's aggressively leveraged
balance sheet following the proposed financing to complete the
company's privatization, in addition to its reliance on the
outsourcing requirements of its customers, and participation in
the competitive and cyclical oilfield services market," said
Standard & Poor's credit analyst Jamie Koutsoukis.  "Although CCS
has a strong position in a market with expected continued demand,
solid operating margins, and good diversification, the leveraging
of CCS' balance sheet will reduce the company's flexibility to
sustain itself during a downturn as its capital commitments have
increased significantly," Ms Koutsoukis added.

CCS operates in four divisions: CCS Midstream Services, which owns
and operates treatment, recovery and disposal, and cavern
facilities; HAZCO Environmental Services, which operates a network
of engineered industrial landfills, bioremediation facilities and
hazardous waste transfer stations; Concord Well Servicing, which
provides well completion and work over services; and CCS Energy
Marketing, which markets recovered oil volumes from the midstream
services facilities.  CCS operates primarily in western Canada,
but is now also offering services in the U.S.     

The stable outlook reflects Standard & Poor's expectation that the
company will continue to benefit from high oil prices and strong
demand for all its services.  Although the company will be highly
leveraged, CCS should be able to meet its interest and operating
obligations and proceed with its planned expansion spending.  An
outlook revision to positive or an upgrade would depend on CCS
demonstrating significant debt reduction and an overall
strengthening of its coverage and leverage metrics.  Conversely,
S&P could lower the ratings should the company see a decline in
demand for its services and a subsequent weakening of its
financial risk profile.


CCS MEDICAL: Moody's Lifts Corporate Family Rating to B3
--------------------------------------------------------
Moody's Investors Service revised CCS Medical's corporate family
rating to B3 from Caa1.  The rating outlook remains negative.  
This rating action concludes the rating review that was initiated
on June 29, 2007.  At the same time, Moody's is withdrawing the
prospective ratings for CCS's proposed refinancing, which has not
occurred.

The upgrade to B3 reflects stabilization of bad debt trends
associated with CCS's core business line as well as the addition
of a new customer channel, which included the recent purchase of
inventory from Becton Dickinson and an exclusive OEM contract with
Nova Biomedical.  These factors have contributed to improved
credit metrics and a better liquidity profile relative to mid-2006
when CCS's ratings were downgraded.  The rating outlook is
negative, however, due largely to ongoing concerns that liquidity
could once again become impaired if the company is not able to
fully execute on the introduction of a new re-branded Nova product
line and reinvigorate its core business following recent
deceleration of growth during the past two quarters.  
Additionally, financial leverage is high.

The B3 corporate family rating also considers the potential for
additional competition following Medco's acquisition of
PolyMedica, the company's relatively high reliance on governmental
payors, as well as uncertainty surrounding the advent of a CMS-
initiated competitive bidding process (set to begin in July 2008).

Ratings revised:

   -- Corporate family rating to B3 from Caa1

   -- $320 million 1st Priority Secured Term Loan to B1, LGD3,
      32%, from B3, LGD3, 33%

   -- $50 million 1st Priority Secured Revolver to B1, LGD3, 32%
      from B3, LGD3, 33%

   -- PDR to B3 from Caa1

Rating affirmed:

   -- $110 million Sr. 2nd Priority Secured Term Loan at Caa2,
      LGD5, 79%

Ratings withdrawn:

   -- $365 million 1st Lien Sr. Secured Term Loan at (P) B3, LGD3,
      34%

   -- $50M 1st Lien Sr. Secured Revolver at (P) B3, LGD3, 34%

CCS Medical Inc., based in Clearwater, Florida, is holding company
whose operating subsidiaries are Chronic Care Solutions, Inc. and
MPTC Holdings, Inc.  The company is a leading mail-order provider
of medical supplies - including diabetes, respiratory and wound
care products - to chronically-ill patients.  On a combined basis,
reported revenues during the twelve months ended June 30, 2007
were approximately $507 million.  Warburg Pincus is the largest
shareholder and equity sponsor for CCS Medical.


CENTURY 21: Housing Market Woes Prompt Chapter 11 Filing
--------------------------------------------------------
Century 21 Metro Alliance has filed for Chapter 11 protection
after being hit by the recent housing market slump, Adam Kress of
The Business Journal reports.

The Journal says the company does intend to sell or shut down its
business despite its $1.3 million debt.

Headquartered in Tucson, Arizona, Century 21 Metro Alliance
-- http://www.century21metro.com/-- is a real estate  
agent/manager.


CERIDIAN CORP: Plans to Offer $1.3 Billion Notes
------------------------------------------------
Ceridian Corporation disclosed that Foundation Merger Sub, Inc.
intends to offer up to $1.3 billion of notes in connection with
the Ceridian acquisition by affiliates of Thomas H. Lee Partners,
L.P. and Fidelity National Financial, Inc.

Foundation Merger Sub, Inc. was formed in connection with
Ceridian's agreement to merge with an entity controlled by
affiliates of Thomas H. Lee Partners, L.P. and Fidelity National
Financial, Inc.  The notes will be issued by Foundation Merger
Sub, Inc.  Ceridian will assume all of the obligations under the
notes upon consummation of the merger.

The net proceeds from the offering of the notes, together with
other financing sources, will be used to consummate the merger and
pay related fees and expenses.

Headquartered in Minneapolis, Minnesota, Ceridian Corporation
(NYSE: CEN) -- http://www.ceridian.com/-- provides human  
resources outsourcing in the United States, Canada and the United
Kingdom, and offers a broad range of human resource services,
including payroll, benefits administration, tax compliance, HR
information systems and Employee Assistance Program and work-life
solutions.


CERIDIAN CORP: S&P Assigns 'B' Credit Rating with Neg. Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Minneapolis, Minnesota-based Ceridian Corp.  The
outlook is negative.     

At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to Ceridian's proposed $2.55 billion secured
first-lien credit facilities.  The first-lien credit facilities,
which comprise a $300 million first-lien revolving credit facility
and a $2.25 billion first-lien term loan, are rated 'B+', with a
recovery rating of '2', indicating the expectation for substantial
(70%-90%) recovery in the event of a payment default.     

S&P also assigned its 'CCC+' rating to the company's $1 billion
senior unsecured notes (to be comprised of $600 million unsecured
notes due 2015 and $400 million unsecured payment-in-kind toggle
notes due 2015), and $300 million of senior subordinated notes.  
The debt is rated 'CCC+', two notches below the corporate credit
rating, because of the amount of priority debt in the capital
structure.  Issue proceeds will be used to partially fund the
$5.2 billion acquisition by sponsors Thomas H. Lee Partners L.P.
and Fidelity National Financial Inc.     

"The ratings on Ceridian reflect a very aggressive capital
structure, offset by predictable recurring revenue streams with
defensible market positions," said Standard & Poor's credit
analyst Phil Schrank.     

Ceridian is an information services company that serves the human
resources, and through its Comdata Network Inc. subsidiary, the
transportation and retail markets.  Barriers to entry in
Ceridian's markets are high, the result of developed niche market
positions, economies of scale, and long-term customer
relationships.  Profitability measures have improved gradually as
a result of the divestiture of underperforming or nonstrategic
assets, operating improvements, and the contributions from recent
acquisitions.  Revenues totaled about $1.5 billion in 2006.


CHARMING SHOPPES: Moody's Puts Ba3 Ratings Under Review
-------------------------------------------------------
Moody's Investors Service placed the corporate family and
probability of default ratings of Charming Shoppes, Inc. on review
for possible downgrade following another downward revision in
earnings and sales estimates for the year by the company on
Oct. 11, 2007.  The review for downgrade reflects the increase in
the company's debt level combined with a deterioration in
operating performance which has resulted in a material weakening
of the company's overall credit profile.

These ratings are placed on review for possible downgrade:

   -- Corporate family rating at Ba3;
   -- Probability of default rating at Ba3.

The review will focus on the company's ongoing efforts and
initiatives to turn around its deteriorating performance, as well
as the likelihood that its credit metrics will continue to weaken
and whether its credit profile will be able to support the rating
category going forward.  In addition, the review will focus on the
company's liquidity, the changes made to its capital structure
this past spring, and the potential impact on performance of the
company regaining use of the Lane Bryant catalogue trademarks in
October 2007.  The review will also focus on the performance of
the company's most recent acquisition, Crosstown Traders, as
well as its on going plans for the Petite Sophisticate trademark
it has acquired.

Charming Shoppes, Inc., headquartered in Bensalem, Pennsylvania,
is a multi-channel, multi-brand specialty apparel retailer
primarily focused on special sized women's apparel, both plus-size
and petites.  The company is the leading plus-size specialty
apparel retailer with plus-size women's apparel resulting in
approximately 74% of the company's total net sales.  The company's
retail store segment operates 2,425 stores in 48 states and the
related E-commerce websites under the Lane Bryant, Fashion Bug,
Catherines Plus Sizes, and Petite Sophisticate brand names.  Its
direct-to-consumer division operates numerous apparel,
accessories, footwear, and gift catalogs and related E-commerce
websites through the Crosstown Traders business which was acquired
in June 2005.  For the LTM period ended Aug. 4, 2007 revenues were
approximately $3.1 billion.


CHESAPEAKE SHORES: Court Okays Morris James as Bankruptcy Counsel
-----------------------------------------------------------------
Chesapeake Shores Development, Inc., ask the U.S. Bankruptcy Court
for the District of Delaware for permission to employ Morris
James, L.L.P., as its bankruptcy counsel, nunc pro tunc to the
bankruptcy filing.

As reported in the Troubled Company Reporter on Sept. 28, 2007,
Morris James is expected to:

   a. provide legal advice with respect to the Debtor's powers and
      duties as debtor-in-possession in the continued operation of
      its business and management of its properties;

   b. assist in the preparation and pursuit of confirmation of a
      plan and approval of a disclosure statement;

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

   d. appear in Court to protect the interests of the Debtor
      before the Court; and

   e. perform all other legal services for the Debtor which may be
      necessary and proper in the proceedings.

The Debtor told the Court that it paid Morris James a $12,500
retainer on Sept. 17, 2007.

The firm's professionals billing rates are:

      Professionals               Designations     Hourly Rates
      -------------              --------------    ------------
      Brett D. Fallon, Esq.          Partner           $425
      Stephen M. Miller, Esq.        Partner           $425
      Carl N. Kunz, III, Esq.        Partner           $400
      Douglas N. Candeub, Esq.   Senior Counsel        $365
      Rafael X. Zahralddin, Esq.    Associate          $300
      Thomas M. Horan, Esq.         Associate          $235
      William W. Weller          Legal Assistant       $165
      Cassandra K. Lewicki       Legal Assistant       $140

Brett D. Fallon, Esq., a partner of the firm, assures the Court
that the firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

Mr. Fallon can be reached at:

     Brett Fallon, Esq.
     Morris James, L.L.P.
     500 Delaware Avenue, Suite 1500
     P.O. Box 2306
     Wilmington, DE 19899-2306
     Tel: (302) 888-6947 or (302) 888-6888
     Fax: (302) 571-1750
     http://www.morrisjames.com/

Washington-based Chesapeake Shores Development, Inc. filed for
Chapter 11 bankruptcy protection on Sept. 19, 2007 (Bankr. D. Del.
Case No. 07-11354).  When the Debtor filed for bankruptcy, it
listed estimated assets and liabilities between $1 million and  
$100 million.


CHESAPEAKE SHORES: Court Approves Duffy & Atkins as Co-Counsel
--------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave Chesapeake Shores Development Inc. authority to employ Duffy
& Atkins LLP as its bankruptcy co-counsel.

As reported on the Troubled Company Reporter on Sept. 28, 2007,
Duffy & Atkins is expected to:

   a. advise the Debtor with respect to its powers and duties as
      debtor-in-possession in the continued management and
      operation of its business;

   b. take all necessary action to protect and preserve the estate
      of the Debtor, including the prosecution of actions on the
      Debtor's behalf, the defense of any actions commenced
      against the Debtor, the negotiation of disputes in which the
      Debtor is involved, and the preparation of objections to
      claims against the Debtor's estate;

   c. prepare on behalf of the Debtor all necessary motions,
      applications, answers, orders, reports, and other papers in
      connection with the administration of the Debtor's estate;

   d. negotiate and prepare on behalf of the Debtor a plan of
      reorganization, a disclosure statement, and all related
      documents;

   e. negotiate and prepare documents relating to the disposition
      of assets, as requested by the Debtor;

   f. advise the Debtor, where appropriate, with respect to
      federal and state regulatory matters;

   g. advise the Debtor on finance and finance-related matters and
      transactions and matters relating to the sale of the
      Debtor's assets; and

   h. perform all other legal services for the Debtor which may be
      necessary and proper in the proceeding.

The Debtor told the Court that it paid firm $25,000 retainer on
Sept. 11, 2007.

The firm's professionals compensation rates are:

      Professionals         Designations     Hourly Rates
      -------------         ------------     ------------
      Todd E. Duffy, Esq.      Partner           $350
      James E. Atkins, Esq.    Partner           $350
      Dennis J. Nolan, Esq.   Associate          $250
      Sasha Martin            Paralegal          $100

Todd E. Duffy, Esq., a member of the firm, assured the Court that
the firm does not hold or represent any interest adverse to the
Debtor's estate and is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Mr. Duffy can be reached at:

      Todd E. Duffy, Esq.
      Duffy & Atkins LLP
      Seven Penn Plaza, Suite 420
      New York, NY 10001
      Tel: (212) 268-2685
      Fax: (212) 500-7972
      http://duffyandatkins.com/

Washington-based Chesapeake Shores Development, Inc. filed for
Chapter 11 bankruptcy protection on Sept. 19, 2007 (Bankr. D. Del.
Case No. 07-11354).  When the Debtor filed for bankruptcy, it
listed estimated assets and liabilities between $1 million and
$100 million.


CHRYSLER LLC: UAW Local 685 Rejects Tentative Labor Agreement
-------------------------------------------------------------
United Auto Workers Local 685, with 4,500 employees at three
Chrysler LLC transmission plants in Kokomo, Indiana, rejected a
tentative labor contract between the union and the carmaker by a
72% margin, Mike Ramsey of Bloomberg News reports citing local
president Guy Barger.

The result has raised the likelihood of the pact to fail on an
overall level.  Results for nearby Local 1166 were not available,
Mr. Ramsey relates.

As reported in yesterday's Troubled Company Reporter, union
leaders were trying to sweet talk members at three Chrysler 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.

Lobbying efforts were directed at:

   * members of a key local in Kokomo, Indiana, who voted
     Oct. 23, 2007,

   * members of a key local in Sterling Heights, Michigan, who
     are voting today, Oct. 24, 2007, and

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

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.

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.


COACH INDUSTRIES: Selling Stock Interest to Laurus for $7 Million
-----------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
New York authorized Coach Industries Group Inc. to sell all of its
stock in Corporate Development Services Inc., to Laurus Master
Fund Ltd. for $7,082,456, subject to higher and better offers.

As of the Debtor's bankruptcy filing, Laurus Master, which has a
secured claim of approximately $6,832,456, holds a first priority
lien and security interest in all of the Debtor's assets,
including Corporate Development equity.

Under the purchase agreement, qualified bidder must deliver an
irrevocable offer of at least $7,130,824 to the Debtor's counsel,
Hodgson Russ LLP, at 4:00 p.m., on Nov. 12, 2007, and a money
deposit equal to 5% of the total proposed purchase price.

If higher or better bids are submitted, the Court will conduct an
auction on Nov. 19, 2007, at 1:00 p.m., then a sale hearing will
take place after the auction.

The Debtor tells the Court that it will provide a break-up fee of
$150,000 to Laurus Master.

A copy of the biding procedures may be obtained from the Debtor's
bankruptcy counsel at:

         Richard L. Weisz, Esq.
         Hodgson Russ LLP
         677 Broadway, Suite 301
         Albany, New York 12207
         Tel: (518) 465-2333
         Fax: (518) 465-1567
         http://www.hodgsonruss.com/

                       About Laurus Master

Laurus Master Funds Ltd. is a two billion dollar fund and intends
to continue the operations of SCI with its current management as a
privately held company without any interruptions.

                      About Coach Industries

Glens Falls, New York-based Coach Industries Group Inc. is a
holding company focused on providing independent contractor
settlement to courier operators and their drivers.  The Debtor
filed for Chapter 11 bankruptcy protection on Sept. 20, 2007
(Bankr. N.D. NY Case No. 07-12516).  Richard L. Weisz, Esq. at
Hodgson Russ, L.L.P., represents the Debtor in its restructuring
efforts.  When the Debtor filed for bankruptcy, it disclosed total
assets of $11,438,693 and total debts of $175,451,040.


COLUMBUS HOSPITAL: Moody's Affirms Rating on $26.7MM Bonds at B3
----------------------------------------------------------------
Moody's Investors Service affirmed the B3 underlying rating to
Columbus Hospital's $26.7 million of Series A (1991) bonds issued
by New Jersey Healthcare Facilities Financing Authority.  The
outlook remains negative.

Legal Security: Gross revenue pledge and mortgage.  Debt service
coverage ratio of 1.10 times which the hospital did not meet in FY
2005. Debt service reserve fund remains intact and untapped.

Interest Rate Derivatives: None

Strengths

   * Debt service reserve fund remains fully funded and untapped

   * Proven ability to fund monthly debt service obligations from
     cash flow and without using the debt service reserve fund
     despite a depleted cash position and stressed operations

Challenges

   * Depletion of cash position as of Aug. 31, 2007 with a
     monthly cash "burn" of $500 thousand at the hospital

   * Columbus has received advances from the state for annual
     charity care funds to fund working capital needs, however,
     these advances will be depleted by Dec. 31, 2007, leaving
     Columbus and its parent, Cathedral Health System, to find
     other means to pay for working capital; several financing
     vehicles and strategies are underway

   * Very weak operating performance with continued decline in
     volumes with a 2% decline through Aug. 30, 2007, from the
     prior year comparable period

Recent Developments/Results

Columbus Hospital continues to face significant performance and
liquidity challenges.  As of Aug. 31, 2007, Columbus has depleted
its cash reserves and is experiencing about a $500 thousand cash
burn every month.  Since July, the hospital has received charity
care advances from the state which totaled $1.29 million as of
August.  The advances will run out by Dec. 31, 2007, when Columbus
will have received all of its $3.1 million which were supposed to
be paid through June 30, 2008 (the end of the state's fiscal
year).  Columbus has also foregone its monthly management payments
that it makes to its parent, Cathedral Health System, for several
months.  (Cathedral also owns St. Michael's Hospital and St. James
Hospital.)  That liability has grown to $26 million which will
exceed the outstanding Series A bonds ($26 million) by year end.
Payments to the parent are currently not required.  Columbus has
no line of credit and is not on C.O.D. with its vendors at this
time.

Notwithstanding Columbus' dire liquidity, the organization remains
current on its monthly bond payments.  Cash flow and charity care
advances are being used to make bond payments and payroll and pay
vendors.  Columbus has a demonstrated track record of making all
debt payments in full and on time since cash precipitously
declined in FY 2003 to less than $1 million.  No additional cash
funding is expected from Cathedral following the $10 million grant
made in 1999.  Cathedral does not guarantee Columbus' debt and is
not expected to make its own rate covenant in FY 2006.

Unaudited FY 2006 results were abysmal with an $8.1 million
operating loss or -9.3% operating margin.  Operating cash flow and
total cash flow were negative and for the third consecutive year
management expects to violate its 1.10 times rate covenant.  Debt-
to-capitalization is extremely unfavorable at 769% due to the
negative adjustment to net assets of $11 million for prior period
adjustments.

Management is pursuing several strategies to increase liquidity
including more advances from the state, a new private health care
lending vehicle at Cathedral Health to benefit its two hospitals
and Columbus, FTE reductions, supply management initiatives as
well as monetizing real estate via sale-lease back structures.
Columbus and Cathedral are also in non-binding discussions with
Catholic Health East; we have not included these discussions in
our rating assessment.

                             Outlook

The negative outlook continues to reflect the highly tenuous
situation caused by the very low level of unrestricted cash
available to Columbus.  Given the depleted asset base, Columbus'
inability to absorb any additional financial challenges severely
compromises bondholders' security.

What could change the rating--UP

Unlikely, given current financial position

What could change the rating--DOWN

Payment default on debt service, tapping the debt service reserve
fund, payment or timing concessions from current bondholders,
bankruptcy filing

Key Indicators

   -- First number represents unaudited, management-prepared
      financial statements for Columbus Hospital ending
      Dec. 31, 2006

   -- Second number represents unaudited eight month statements
      ending Aug. 31, 2007

   * Total hospital admissions: 8,248; 5,406 (latter number
     through 8 months 2007)

   * Total operating revenue: $86.7 million; 52.2 million

   * Net revenues available for debt service: ($2.6) million;
     ($1.2 million)

   * Days-cash-on-hand: 1.5 days; 0.4 days

   * Debt-to-cash flow: (6.22) times; (9.46) times

   * Maximum annual debt service: $3.5 million

Moody's adjusted maximum annual debt service coverage based on 6%
investment return: -0.74 times (FY 2006)

   * Total debt outstanding: $31.6 million; 29.0 million

   * Operating cash flow margin: -3.0%; -2.5%

   * Operating margin: -9.3%; -9.5%

   * Cash-to-debt: 1.25%; 0.34%

Rated Debt

   -- Series A (1991): B3


COMPASS MINERALS: Inks $127 Million Incremental Term Loan
---------------------------------------------------------
Compass Minerals and certain of its subsidiaries have entered into
a $127 million incremental term loan as part of an amendment to
its existing senior secured credit facility.  The incremental term
loan is due in 2012 with an interest rate of 2% over LIBOR.

Compass Minerals will have a corresponding interest rate swap
which will fix the underlying LIBOR rate at 4.565%.  The swap will
apply to $50 million of the incremental term loan through December
2010.

Proceeds from the incremental term loan will be used to fund the
tender offer for the company's 12.75% Series B Senior Discount
Notes due 2012.  A total of $120 million principal amount of
Compass Minerals' 12.75% Senior Discount Notes were tendered to
the company and purchased for a total of $126.9 million, including
the consent fee.

The tender offer for the remaining $3.5 million principal amount
of notes expires at midnight on Oct. 30, 2007.  Compass Minerals
intends to call in December 2007 any notes not tendered by the
expiration.

"This is another important step toward maximizing shareholder
value through a more cost-effective capital structure," said
Rodney Underdown, vice president and chief financial officer of
Compass Minerals.  "By replacing the high-cost notes with lower-
interest, pre-payable debt, we have enhanced our financial
flexibility."

                     About Compass Minerals

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

                         *     *     *

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

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


COOPER COS: Earns $8.1 Million in Third Quarter of FY 2007
----------------------------------------------------------
The Cooper Companies, Inc. reported fiscal third quarter 2007
results.

The company reported $8.1 million of net income on $251.8 million
net sales for the three months ended July 31, 2007, compared with
$20.9 million of net income on $225.7 million net sales for last
year's third quarter.

Compared with last year's third quarter:

   * Gross margin was 58% compared with 61%.  Excluding costs
     considered unrelated to core operating performance, gross
     margin was 63% in both periods.

   * Operating margin was 9% for the quarter compared with 14%
     in last year's third quarter.  After costs considered
     unrelated to core operating performance -- $31.7 million
     in the quarter or 13% of sales -- operating margin was 22%
     in both periods.

   * Capital expenditures were $39 million in the quarter
     primarily to expand manufacturing capacity, consolidate
     distribution centers and implement information systems in
     selected locations.  Cooper expects capital expenditures
     in fiscal 2007 of about $160 million primarily for
     expanded manufacturing capacity.

   * Depreciation and amortization expense was $22.7 million
     for the quarter.

   * Cash flow from operations was $47.4 million in the third
     quarter compared with $38.5 million in last year's third
     quarter.

As of July 31, 2007, the company's balance sheet total assets of
$2.5 billion and total liabilities of $1.1 billion, resulting in a
$1.4 billion stockholders' equity.  Equity last year was $1.3
billion.

With corporate offices in Lake Forest and Pleasanton, California,
The Cooper Companies, Inc. -- http://www.coopercos.com/--  
(NYSE:COO) manufactures and markets specialty healthcare products
through its CooperVision and CooperSurgical units.

CooperVision -- http://www.coopervision.com/-- manufactures and  
markets contact lenses and ophthalmic surgery products.
Headquartered in Lake Forest, Calif., it has manufacturing
operations in Albuquerque, New Mexico, Juana Diaz, Puerto Rico,
Norfolk, Virginia, Rochester, New York, Adelaide, Australia,
Hamble and Hampshire England, Ligny-en-Barrios, France, Madrid,
Spain and Toronto.

CooperSurgical -- http://www.coopersurgical.com/-- manufactures  
and markets diagnostic products, surgical instruments and
accessories to the women's healthcare market. With headquarters
and manufacturing facilities in Trumbull, Conn., it also
manufactures in Pasadena, Calif., North Normandy, Illinois, Fort
Atkinson, Wisconsin, Montreal and Berlin.

Proclear(R) and Biomedics(R) are registered trademarks and
Biomedics XC(TM) and Biofinity(TM) are trademarks of The Cooper
Companies, Inc., and its subsidiaries or affiliates.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 18, 2007,
Moody's Investors Service revised Cooper Companies Inc.'s ratings
outlook to negative from stable.  Additionally, Moody's downgraded
the company's speculative grade liquidity rating to SGL-2 from
SGL-1.  Concurrently, Moody's affirmed the company's Ba3 corporate
family rating, Ba3 probability of default rating and Ba3 rating on
the $350 million senior unsecured notes due 2015.


CORPORATE BACKED: S&P Holds 'B-' Rating and Removes Pos. Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' ratings on
classes A-1 and A-2 from Corporate Backed Trust Certificates
Series 2001-8 Trust and removed them from CreditWatch, where they
placed with positive implications on Sept. 28, 2007.      

The rating actions follow the Oct. 19, 2007, affirmations of the
corporate credit rating and other ratings on General Motors Corp.
(GM; B/Stable/B-3) and their removal from CreditWatch positive.  
The affirmations of the corporate credit rating and other ratings
on GM and their removal from CreditWatch positive have no
immediate rating impact on the GM-related asset-backed securities
(ABS) supported by collateral pools of consumer auto loans, auto
leases, or auto wholesale loans.     

Corporate Backed Trust Certificates Series 2001-8 Trust is a pass-
through transaction, the ratings on which are based solely on the
ratings assigned to the underlying securities, GM's 8.10%
debentures due June 15, 2024.


CREDIT SUISSE: S&P Junks Rating on 2001-HE17 Class M-2 Certs.
-------------------------------------------------------------
Standard & Poor's lowered its ratings on the class M-1 and M-2
certificates from CSFB ABS Trust 2001-HE17 and CSFB ABS Trust 2001
HE-22.  At the same time, S&P removed the ratings on the M-2
classes from CreditWatch and placed the ratings on the M-1 classes
on CreditWatch with negative implications.  Concurrently, S&P
affirmed its ratings on the remaining four classes from these two
series.     

The downgrades on the four classes reflect continuous adverse pool
performance.  As of the September 2007 remittance period,
cumulative losses were 3.98% (series 2001-HE22) and 4.26% (2001-
HE17) of the original principal balances.  Losses for both series
consistently outpace excess interest by 12-month averages of 308%
(2001-HE17) and 208% (2001-HE22).

Currently, overcollateralization for both series is zero because
it has been consistently eroded by monthly losses.  Current
subordination for class M-1 from series 2001-HE22 is 17.94% and
will continue declining as class B continues to incur losses. In
addition, serious delinquencies (90-plus-days, foreclosures, and
REOs) were 13.26% for series 2001-HE17 and 23.42% for series 2001-
HE22 of the current principal balances.     

The affirmed ratings reflect adequate actual and projected credit
support percentages despite the relatively high delinquencies and
losses.     

O/C, excess spread, and subordination provide credit enhancement
for these transactions, except for the most subordinate classes,
which have no subordination. In addition, class A-1 from series
2001-HE22 is insured by Financial Security Assurance Inc. ('AAA'
financial strength rating). The collateral backing these
transactions consists of 30-year, fixed- or adjustable-rate
subprime mortgage loans secured by first liens on one- to four-
family residential properties.   

      Ratings Lowered and Placed on Creditwatch Negative
                     CSFB ABS Trust Series
   
                                       Rating
                                       ------
       Series         Class      To                From
       ------         -----      --                ----
       2001-HE22      M-1        A-/Watch Neg      AAA
       2001-HE17      M-1        BBB-/Watch Neg    AA+   

     Ratings Lowered and Removed from Creditwatch Negative
                     CSFB ABS Trust Series

                                        Rating
                                        ------
       Series        Class       To               From
       ------        -----       --               ----
       2001-HE17     M-2        CCC            B/Watch Neg
       2001-HE22     M-2        B              A/Watch Neg

                      Ratings Affirmed
                    CSFB ABS Trust Series
             Series            Class         Rating
             ------            -----         ------
             2001-HE17         A1            AAA
             2001-HE17         A2            AAA
             2001-HE17         A-IO          AAA
             2001-HE22         A-1           AAA
             2001-HE22         A-IO          AAA


DANA CORP.: Gets Go Signal to Begin Soliciting Votes on Plan
------------------------------------------------------------
Dana Corp. and its debtor-affiliates obtained the U.S. Bankruptcy
Court for the Southern District of New York's consent to begin
soliciting votes from creditors on their Joint Plan of
Reorganization.

In approximately one week, Dana expects to begin mailing
solicitation packages to eligible creditors, who are required to
submit their ballots by November 28, 2007.

Before it could proceed with the solicitation process, Dana was
required to show that the disclosure statement attached to the
Plan contained "adequate information" necessary for parties
entitled to vote on the Plan make an informed judgment on the
Plan.  Dana thrice amended the Plan and the Disclosure Statement
to address objections raised by parties-in-interest and provide
updates to recent developments in their Chapter 11 cases.

The Plan, as amended, provides for (i) the Debtors' restructuring
as a sustainable, viable business through several restructuring
initiatives that were undertaken during the Chapter 11 cases; and
(ii) a global settlement among the Debtors and their unions,
Centerbridge Partners, L.P., and certain creditors.

In November 2006, Dana outlined its restructuring goals, aiming
to achieve a total of $405,000,000 to $540,000,000 in combined
annual cost and margin improvement.  Among other initiatives,
Dana reached agreements for pricing adjustments with its major
customers General Motors Corp., Toyota Motor Engineering &
Manufacturing North America, Inc., Ford Motor Company, and
Chrysler Company, LLC.  

The Plan provides for the disposal of preferred shares of
reorganized Dana, to be named New Dana Holdco after the Debtors'
emergence from Chapter 11, which is expected to raise
$790,000,000 in new capital.  Centerbridge and members of an ad
hoc steering committee, which hold in the aggregate approximately
$800,000,000 in Dana bonds, have agreed to backstop the rights
offering, pursuant to the terms of a commitment letter, which
remains subject to Bankruptcy Judge Burton R. Lifland's approval.

Centerbridge will (i) pay $250,000,000 for New Series A Preferred
Stock of New Dana Holdco, and (ii) together with six other
backstop parties, invest up to $540,000,000 for New Series B
Preferred Stock not purchased by "qualified investors", which
constitute holders of bonds and trade claims of at least
$25,000,000.

The Plan provides for the full payment of administrative, secured
claims and reinstatement of Asbestos personal injury claims but
provides for zero recovery to holders of the existing Dana stock
Dana and subordinated claims.  General unsecured creditors will
obtain 72% to 86% recovery, depending on the total amount of
claims that will ultimately be allowed in the class.  Dana expects
to shell out 78 to 86 cents on the dollar if the total allowed
amount is between $2,500,000,000 and $2,750,000,000, and notches
lower at 72 to 78 cents on the dollar if the total allowed amount
is between $2,750,000,000 and $3,000,000,000.

Holders of general unsecured claims, including bondholder and
trade claims, will be entitled to vote on the Plan.  The Debtors
will post the tabulated voting results on the Plan on Dec. 6,
2007.

The Debtors have scheduled a hearing to seek confirmation of the
Plan on Dec. 10, 2007 at 10:00 a.m., Eastern Time.  Objections to
the Plan's confirmation are due Nov. 28.

                     About Dana Corporation
    
Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/ -- designs and manufactures products for  
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  

The company and its affiliates filed for chapter 11 protection on
Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of Sept. 30,
2005, the Debtors listed $7,900,000,000 in total assets and
$6,800,000,000 in total debts.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in
Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, serves as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
serves as Dana's Chief Restructuring Officer.  

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors.  Fried,
Frank, Harris, Shriver & Jacobson, LLP serves as counsel to the
Official Committee of Equity Security Holders.  Stahl Cowen
Crowley, LLC serves as counsel to the Official Committee of Non-
Union Retirees.  

The Debtors filed their Joint Plan of Reorganization on Aug. 31,
2007.


DANNY ZECK: Owner Plans to Keep Business Going Despite Bankruptcy
-----------------------------------------------------------------
Danny Zeck has placed his car dealership business under chapter 11
after it got swamped with debts, Leavenworth Times staff writer
John Richmeier reports.

Mr. Zeck told Leavenworth Times that his company, Danny Zeck Ford
Lincoln Mercury Corp, ended up being several million dollars in
debt when a company he has been doing business with for almost 20
years failed to make payments on a loan.

Notwithstanding, Mr. Zeck sees the filing as an "opportunity to
reorganize and move forward," saying he plans to keep the business
going for at least 20 years more.

Separately, Leavenworth Times cited a court document indicating
a lawsuit filed by the dealership against Ford Motor Credit Co.
which demands for the recovery of $600,000,

A case summary of the Debtor's voluntary chapter 11 petition filed
with the U.S. Bankruptcy Court for the District of Kansas was
published in the Troubled Company Reporter on Oct. 9, 2007.

Headquartered in Leavenworth, Kansas, Danny Zeck Ford Lincoln
Mercury Corp., aka Rusty Eck Ford Mercury, filed a voluntary
chapter 11 petition on Oct. 5, 2007 (Bankr. D. Kans. Case No.
07-22249).  Donald G. Scott, Esq. and R. Pete Smith, Esq. at
McDowell Rice Smith and Buchanan, P.C. serve as the Debtor's
counsel.  When the company filed for bankruptcy, it disclosed
estimated assets and debts between $1 million to $100 million.


DB KEY: Philrich Wants Chapter 11 Case Dismissed Over Bad Faith
---------------------------------------------------------------
Philrich of Key Largo LLC, as secured creditor, asks the U.S.
Bankruptcy Court for the Southern District of Florida to dismiss
D.B. Key Largo LLC's chapter 11 bankruptcy case alleging bad faith
filing.

Philrich informed the Court that the Debtor rushed to file chapter
11 case with the idea of "staving off" a foreclosure sale on a
property securing the Philrich Mortgage Obligation.

Philrich relates that on June 16, 2006, the Debtor executed a
certain promissory note and a mortgage securing payment of the
note to TIB Bank of the Keys in the original principal amount of
$6,234,000.  The original mortgage was subsequently modified, and
now termed as the Phirich Mortgage Obligation, which was assigned
to Philrich pursuant to a certain assignment of mortgage and loan
documents dated June 22, 2007.

The Philrich Mortgage Obligation matured on April 1, 2007, and the
Debtor defaulted under that obligation by failing to pay it in
full on its maturity date.  Hence, the Debtor owes Phirich the sum
of $5,982,522 on the principal of the Philrich Mortgage
Obligation, with a default interest from April 1, 2007 to present
of 18% per annum, plus other fees.

The real property securing the Philrich Mortgage Obligation is
located at Mile Marker 104 in Key Largo, Florida and was intended
to be developed by the Debtor as a condominium-hotel facility.

In addition, the property is also subject to a certain junior
mortgage obligation serviced by Berman Mortgage as attorney-in-
fact.  Upon confirmation, the subordinate mortgage holds a secured
claim of about $7,350,000 against the property.  Moreover, the
property is also subject to two claims of lien:

    (a) in favor of Michael Uhre in the amount of $8,182, and
    (b) in favor or JFS Design Inc. in the amount of $3,378.

Philrich also relates that the only asset of any value owned by
the Debtor is the property at Key Largo.  However, Philrich
contests that there is no equity in the property since the
Debtor's disclosed secured claims against the property is about
$13,000 and thus, exceeds the purported value of the property of
about $10 million.  Philrich further relates that the Debtor has
zero revenues from the operation of its business and does not have
the financial ability to service any of the secured debt,
including the Philrich Mortgage Obligation.  Moreover, Philrich
says there will be no funds available for unsecured creditors
because of the huge amount of secured debt the Debtor owes.

Kluger, Peretz, Kaplan & Berlin, PL is counsel to Philrich.

                       About D.B. Key Largo

Coconut Grove, Florida-based D.B. Key Largo LLC owns and manages
real estate.  The company filed for chapter 11 bankruptcy
protection on Sept. 28, 2007 (Bankr. S.D. Fl. Case No. 07-18127).   
Lisa M. Schiller, Esq. at Rice, Pugatch, Robinson & Schiller, P.A.
represents the Debtor in its restructuring efforts.  When the
Debtor filed for bankruptcy, it listed total assets of $10 million
and total debts of $14 million.


DB KEY: Section 341(a) Creditors Meeting Scheduled Tomorrow
-----------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in D.B. Key Largo LLC's cases at 3:00 p.m., on Oct. 25, 2007, at
Room 1021 Claude Pepper Federal Building, 51 Southwest First
Avenue in Miami, Florida.

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

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

Coconut Grove, Florida-based D.B. Key Largo LLC owns and manages
real estate.  The company filed for chapter 11 bankruptcy
protection on Sept. 28, 2007 (Bankr. S.D. Fl. Case No. 07-18127).   
Lisa M. Schiller, Esq. at Rice, Pugatch, Robinson & Schiller, P.A.
represents the Debtor in its restructuring efforts.  When the
Debtor filed for bankruptcy, it listed total assets of $10 million
and total debts of $14 million.


DEL LABORATORIES: Moody's Revises Outlook to Stable from Negative
-----------------------------------------------------------------
Moody's Investors Service affirmed all of the ratings of Del
Laboratories, Inc. but changed the outlook to stable from
negative.

The change to a stable outlook reflects:

    1) Del's significant improvement in financial metrics since
       2005,

    2) the company's successful resolution of a number of
       operational and logistic difficulties, and

    3) Moody's expectation that operating performance will
       continue to improve.

"While Del has successfully achieved a number of significant
process improvements over the last year, which have meaningfully
impacted overall profitability and financial stability, further
work is needed, including the company's ability to demonstrate
sufficient financial and reporting controls, "says Moody's Vice
President Janice Hofferber.  In addition, Del's accelerated new
product development initiatives, while driving strong organic
growth in the highly competitive mass cosmetics category, will
continue to require significant investment as well as potential
risk of inventory problems at a time when the company's leverage
remains high.

These ratings of Del Laboratories, Inc. were affirmed:

   -- Corporate family rating of B3

   -- Probability of default rating of B3

   -- $185 million floating rate senior secured notes due 2011,
      affirmed at B1 (LGD 2, 28%)

   -- $175 million 8% senior subordinated notes due 2012, affirmed
      at Caa2 (LGD 5, 81%)

   -- Speculative Grade Liquidity Rating of SGL-3

Del's ratings are constrained by its high leverage and continued
weak, albeit improving, financial metrics as well as the inherent
risks of participating in the highly competitive mass cosmetics
category.  These risks include the ongoing necessity to invest,
with no guarantee of success, in new products, brand promotion,
and display/capital spending to counter fast-changing consumer
preferences.  Nevertheless, Del's ratings are supported by the
company's stable, long-lived, and leading market positions in its
core Sally Hansen and Orajel product lines with a strong track
record of successful product innovations and brand development.
These factors underscore the value of its brands and help to
mitigate the competitive risks.  Importantly, Moody's notes that
Sally Hansen's focus on functional beauty products (e.g., nail
treatment, nail enamel, implements, bleaches, and depilatories)
and its value-price orientation reduces its exposure to industry
fashion risks.  Despite Del's strong brand franchise, the company
faces a number of other risks including competition from larger
and/or well-resourced companies (L'Oreal, Procter & Gamble,
Colgate, Revlon, and Wyeth); the increasing bargaining power of
large, retail customers, and ever-present regulatory and product
liability concerns.  Additionally, while Moody's recognizes that
Del has undertaken the necessary improvements in financial
controls, staffing and accounting policies and procedures to
address three material weaknesses in its internal control over
financial reporting, these material weaknesses were continuing as
of June 30, 2007.  Accordingly, the ratings will remained
constrained until financial statements no longer contain these
material weaknesses.

Del Laboratories, Inc., based in Uniondale, New York, is a
manufacturer and marketer of cosmetic and over-the-counter  
pharmaceutical products.  Del's cosmetic products consist
primarily of nail color, nail treatment, bleaches and
depilatories, beauty implements and value cosmetics sold under the
Sally Hansen, La Cross, and N.Y.C. New York Color brandnames.  
Pharmaceutical products include oral analgesics, children's
toothpaste and sore throat relief and other specialty OTC products
and are sold under the Orajel, Dermarest and Gentle Naturals brand
names.  Del's reported revenues of approximately $450 million for
the 12 months ended June 30, 2007.


DORMITORY AUTHORITY: Moody's Affirms B2 Rating on $97 Mil. Bonds
----------------------------------------------------------------
Moody's Investors Service affirmed the B2 rating assigned to
Staten Island University Hospital's (NY) $97 million of
outstanding bonds issued through The Dormitory Authority of the
State of New York and the New York City Industrial Development
Agency.  The outlook remains negative due to the uncertainty
surrounding federal investigations and expected but unknown dollar
amount of a monetary settlement, despite a three-plus year
improvement in operating performance.

Legal Security: The public bonds are secured by a pledge of gross
receipts and a mortgage on the health care facilities.  An inter-
creditor agreement between the Dormitory Authority of the State of
New York, the New York City Industrial Development Agency and the
bond trustees includes a 120-day standstill provision during which
time the Dormitory Authority has the exclusive right to negotiate
a workout plan and creditor remedies are suspended if the need
arises.  The borrowing documents required the hiring of a
consultant as a result of prior covenant violations.

Interest Rate Derivatives: SIUH entered into a $20 million
notional amount fixed-to-floating rate swap, exposing the system
to the potential risk of rising interest rates.  This swap was
terminated in 2006.

Strengths

   * Leading and growing 56% market share on Staten Island, twice
     the share of the next largest competitor, reflecting the
     provision of high end clinical services

   * Operating cash flow has improved in each of the past three
     years and is continuing through interim 2007

   * While still modest, days cash on hand has increased from 32
     days in 2004 to 47 days as of June 30, 2007

   * Ability to hold down expenses in light of modest revenue
     growth

Challenges

   * Uncertainty surrounding settlement talks with the Department
     of Justice and Office of the Inspector General that is likely
     to result in a sizable monetary payment

   * Absolute liquidity is still weak at 47 days cash on hand

   * Total revenue growth has averaged less than 3% annually over
     the past 30 months

   * In addition to a recently completed $13 million private
     placement, there is the expectation of further material debt
     issuance in the mid-term due to limited capital spending over
     the past three years

Recent Developments/Results

The uncertainty surrounding Staten Island University Hospital's
(SIUH) negotiations with the federal government's Department of
Justice (DOJ) and Office of the Inspector General (OIG) over
reported overpayments has remained the overriding credit concern
for nearly four years.  After SIUH agreed in 2005 to pay New York
State $76 million over 12 years for unrelated violations, the
hospital had hoped to conclude negotiations with the DOJ/OIG as
well.  Since that time, there appears to have been sporadic
communication between the two parties until the past few months.
At this time, it is unclear when the parties will reach a
settlement, what the final amount will be, over what term payments
will be made and if an upfront cash payment will be required.
Clearly, the final particulars related to these factors will have
a bearing on the ultimate risk profile and rating.

As of December 31, 2006, SIUH's audit reflected "Third party
payer" and "Other long term liabilities" totaling approximately
$75 million.  Within these amounts are approximately $5 million
for pension and other post-retirement liabilities.  The remaining
$70 million includes an estimate for the DOJ/OIG liabilities, as
well as other liabilities. Based on an estimated five year payout
and a 6% interest rate, the $70 million would convert to a
principal "debt" liability of approximately $59 million.  Moody's
believes SIUH's ability to service a $59 million debt settlement
(the actual OIG reserve would be somewhat less than $59 million,
to the extent of non-DOJ/OIG liabilities), would hinge on the term
of the payout.  A shorter term could place considerable stress on
cash flow and current liquidity levels.

Operationally, SIUH has demonstrated improvement over the past
three years.  Operating cash flow has increased from $35.6 million
in 2004 to $40.9 million in 2006 and through the first six months
of 2007 is running 22% ahead of the prior year period.  Despite
minimal revenue growth that has averaged less than 3% annually,
SIUH has done a good job of limiting expense growth to an even
lower rate.  Revenue growth has been negatively impacted by
increasing charity care, a decline in community health grants, a
decline in case mix index and a loss of outpatient surgery
procedures to physician offices (2005 was also impacted by an
accounting reclassification).

Moody's believes SIUH is the better positioned of the two systems
that operate on Staten Island.  SIUH's market share has grown by
nearly three percentage points in the past three years, to 55.6%,
while the only local competitor (St. Vincent's Hospital, now
Richmond University Medical Center (RUMC)), has seen its share
drop from 33% to 28%. RUMC had been part of Saint Vincent Catholic
Medical Centers, which filed for bankruptcy several years ago.
RUMC was subsequently acquired by Bayonne Medical Center in late
2006; Bayonne filed for bankruptcy earlier this year.  SIUH offers
a broader and more complex level of clinical services than RUMC
and appears to have improved its physician relations, at RUMC's
expense.

While SIUH has managed to increase its modest liquidity levels
over the past few years, we believe it is largely the result of
depressed capital spending (which will need to be reversed) and
the previously mentioned operating improvement.  Days cash on hand
has grown from 32 days in 2004 to 47 days as of June 30, 2007,
while cash-to-debt has improved from 34% to 63% over the same
period.  However, the addition of the recently completed $13
million private placement (which will help finance a $39 million
emergency room expansion) and the incorporation of $59 million
related to the OIG investigation and another $55 million related
to State investigations that have already been settled, depresses
cash-to-debt to only 25%.  Moody's also believes that SIUH will be
issuing additional debt in the near term in order to renovate its
property (capital spending ratios has averaged only 0.54 times
over the past four years).

                              Outlook

The negative outlook is based on the uncertainty surrounding the
investigation by the federal Department of Justice and Office of
the Inspector General, which is likely to result in a significant
monetary payment

What could change the rating--UP

Monetary settlement with the DOJ/OIG that allows SIUH to operate
with greater financial flexibility while still making scheduled
payments

What could change the rating--DOWN

Monetary settlement with the DOJ/OIG that does not allow
sufficient financial flexibility, either because of the size of
the total settlement, the size of any upfront cash payment or the
shortness of the timeframe for repaying the obligation

Key Indicators

Assumptions & Adjustments:

   -- Based on financial statements for Staten Island University
      Hospital and Subsidiaries

   -- First number reflects audit year ended Dec. 31, 2006

   -- Second number reflects audit year ended Dec. 31, 2006, plus
      additional imputed debt from converting estimated settlement
      liabilities ($110.6 million), plus $13 million private
      placement

   -- Revenues increased by $2.6 million to offset a prior period
      reduction

   -- Investment returns normalized at 6% unless otherwise noted

   -- Second number incorporates "gross up" of interest expense
      for the settlement liabilities and private placement

   * Acute admissions: 33,550; 33,550

   * Total operating revenues: $606 million; $606 million

   * Moody's-adjusted net revenue available for debt service:
     $45.1 million; $45.1 million

   * Total debt outstanding: $124 million; $251 million

   * Maximum annual debt service (MADS): $20.1 million;
     $42.7 million

   * MADS Coverage with reported investment income: 2.32 times;
     1.09 times

   * Moody's-adjusted MADS Coverage with normalized investment
     income: 2.24 times; 1.06 times

   * Debt-to-cash flow: 3.65 times; 8.52 times

   * Days cash on hand: 44 days; 44 days

   * Cash-to-debt: 56%; 28%

   * Operating margin: 1.1%; 0.4%

   * Operating cash flow margin: 6.8%; 6.8%

Rated Debt (debt outstanding as of December 31, 2006)

   -- Series 1998 bonds: $48.9 million outstanding; issued through
      the Dormitory Authority of the State of New York; rated Aaa
      based on Ambac insurance, B2 underlying rating

   -- Series 2001A and B bonds: $31.4 million outstanding; issued
      through the New York City Industrial Development Agency;
      rated B2

   -- Series 2002C bonds: $16.7 million outstanding; issued
      through the New York City Industrial Development Agency;
      rated B2


EDISON MISSION: Moody's Affirms Ba3 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service upgraded Midwest Generation, LLC secured
lease obligation bonds to Baa3 from Ba2 and affirmed the ratings
of Edison Mission Energy, including the company's Corporate Family
Rating at Ba3.  The rating action concludes a review on these MWG
securities that had been initiated on May 1, 2007.  EME's and
MWG's rating outlook is stable.

The rating affirmation at EME and upgrade at MWG follows EME's
completion of a tender offer and an associated bank debt
retirement largely financed through the issuance of $2.7 billion
of senior unsecured notes at EME.  Completion of the refinancing
has resulted in a more streamlined capital structure at EME, lower
consolidated interest costs, and an extension of debt maturities,
all of which enhances overall financial flexibility.

The rating affirmation also reflects the expected continuation of
strong financial performance and cash flow generation for the
remainder of 2007 and the next few years due to forward hedges
entered into at EME subsidiaries, MWG and Homer City Generating
Station (Homer City).  EME's adjusted cash flow (CFO pre-W/C) to
adjusted debt averaged slightly less than 12% for 2005 and 2006
and 12.4% through the 12 month period ending June 30, 2007.  While
the company has a substantial capital investment program underway,
which is largely focused on wind generation, a substantial portion
of this program is being funded by excess cash flow generated by
MWG and Homer City.  Moody's expects EME's projected credit
metrics to remain in line with other independent power companies
whose Corporate Family Rating is in the Ba range as cash flow (CFO
pre-W/C) to adjusted debt is expected to be comfortably above 10%
over the next several years under most reasonable scenarios.

The rating upgrade at MWG largely reflects the improved recovery
prospects for MWG secured lease holders as more than $1.3 billion
of MWG first lien and second lien debt was permanently eliminated
following the completion of the refinancing transaction.  Moody's
also observes that a substantial portion of the principal amount
of the existing MWG secured lease debt will be amortized by the
end of 2009 from scheduled lease payments providing additional
collateral protection for the remaining secured lease debt.

Due to the completion of the tender offer and related refinancing,
which retired debt at both Mission Energy Holding Company (MEHC)
and at MWG, Moody's has withdrawn the B2 rating for approximately
$800 million of senior secured notes at MEHC, the Ba2 rating for
$1 billion of second lien notes at MWG, and the Baa3 rating for
first lien bank debt at MWG.  Moody's has also withdrawn all loss
given default assessments (LGDs) associated with these
instruments.

EME's stable outlook factors in a continuation of steadily
improving cash flows for the next few years due to an active
hedging program that should continue to produce positive margins
for EME's fleet of well-placed coal-fired electric generation.  
The stable rating outlook further considers the company's plans
for internal growth including its planned investment in wind
generation, which when completed, will provide another source of
fairly predictable cash flows for EME.

Ratings affirmed:

Edison Mission Energy

   -- Corporate Family Rating -- Ba3

Ratings upgraded:

Midwest Generation, LLC

   -- $900 million (originally $1.1 billion) senior secured pass-
      through certificates due 2009 and 2016, upgraded to Baa3
      (LGD2, 10%) from Ba2 (LGD2, 28%);

LGD assessments revised:

Edison Mission Energy

   -- Senior unsecured notes at B1 to (LGD4, 63%) from (LGD4, 64%)

Midwest Generation, LLC:

   -- $500 million first lien revolving credit facility due 2012
      at Baa3 to (LGD1, 1%) from (LGD1, 8%)

Withdrawals:

Midwest Generation, LLC

   -- Senior Secured Revolving Credit Facility due 2011,
      Withdrawn, previously rated Baa3 (LGD1, 3%)

   -- Senior Secured Term Loan due 2011, Withdrawn, previously
      rated Baa3 (LGD1, 3%)

   -- Secured Second Lien Notes due 2034, Withdrawn, previously
      rated Ba2 (LGD2, 29%)

Mission Energy Holding Company

   -- Senior Secured Global Notes due 2008, Withdrawn, previously
      rated B2 (LGD6, 93%)

Outlook Actions:

Midwest Generation, LLC

   -- Outlook, Changed To Stable From Rating Under Review

Mission Energy Holding Company

   -- Outlook, Changed To Rating Withdrawn From Stable

Headquartered in Irvine, California, Edison Mission Energy is an
independent power production company, which is indirectly wholly-
owned by Edison Mission Group (EMG).  EMG is wholly-owned by
Edison International (EIX: Baa2: Issuer Rating), whose common
stock publicly trades on the NYSE.


ELLINGTON LOAN: Moody's Assigns Ba1 Rating to 2007-2 B-4 Certs.
---------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by Ellington Loan Acquisition Trust 2007-2 and
ratings ranging from Aa1 to Ba1 to the subordinate certificates in
the deal.

The securitization is backed by fixed-rate and adjustable-rate,
subprime residential mortgage loans originated by Fremont
Investment & Loan (100%).  The ratings are based primarily on the
credit quality of the loans and on the protection against credit
losses provided by subordination, overcollateralization and excess
interest.  The securitization is a party in an interest-rate swap
agreement, with Morgan Stanley Capital Services, Inc. as the
counterparty. Moody's expects collateral losses to range from
8.10% to 8.60% Wilshire Credit Corporation will service the
mortgage loans and Wells Fargo Bank, N.A. will act as master
servicer.  Moody's has assigned Wilshire Credit Corporation its
servicer quality rating of SQ1- as a servicer of subprime
mortgages.  Moody's has assigned Wells Fargo Bank, N.A. its top
servicer quality rating of SQ1 as a master servicer of mortgages.

The Complete Rating Actions are:

Ellington Loan Acquisition Trust 2007-2
Mortgage Pass-Through Certificates, Series 2007-2

   -- Cl. A-1, Assigned Aaa
   -- Cl. A-2a, Assigned Aaa
   -- Cl. A-2b, Assigned Aaa
   -- Cl. A-2c, Assigned Aaa
   -- Cl. A-2d, Assigned Aaa
   -- Cl. A-2e, Assigned Aaa
   -- Cl. A-2f, Assigned Aaa
   -- Cl. M-1a, Assigned Aa1
   -- Cl. M-1b, Assigned Aa1
   -- Cl. M-2a, Assigned Aa2
   -- Cl. M-2b, Assigned Aa2
   -- Cl. M-3, Assigned Aa3
   -- Cl. M-4a, Assigned A1
   -- Cl. M-4b, Assigned A1
   -- Cl. M-5, Assigned A2
   -- Cl. M-6, Assigned A3
   -- Cl. B-1, Assigned Baa1
   -- Cl. B-2, Assigned Baa2
   -- Cl. B-3, Assigned Baa3
   -- Cl. B-4, Assigned Ba1


ENERGY FUTURE: Fitch Lowers Issuer Default Rating to B from BB+
---------------------------------------------------------------
Fitch Ratings has published a credit analysis on Energy Future
Holdings Corp., formerly TXU Corp.  Fitch downgraded the long-term
Issuer Default Rating of TXU Corp. to 'B' from 'BB+' and took
various rating actions on its subsidiaries on Oct. 7, 2007.  The
Rating Outlook of EFH and its indirect subsidiaries is Stable.

The significant amounts of debt incurred at the Texas Competitive
Electric Holdings, LLC and parent holding company levels to fund
the LBO and aggressive financial strategy are Fitch's most
significant rating concerns.  Additional rating concerns include:
the risk of retail electric provider business customer loss or
margin reduction; construction risk related to three new lignite
plants now under construction; commodity price fluctuations to the
extent the expected energy output is not hedged, and risks
associated with any adverse changes in the Texas retail or
wholesale electric market structure or environmental regulation.


ENESCO GROUP: Unsecured Creditors to Get 27% Under Amended Plan
---------------------------------------------------------------
Enesco Group, Inc. and its debtor-affiliates filed its second
amended Disclosure Statement with respect to its Second Amended
Plan of Liquidation with the U.S. Bankruptcy Court for the
Northern District of Illinois, on Oct. 10, 2007.

The Debtors relate that the Plan proposes to liquidate the
remaining assets of the Debtors and distribute the proceeds to the
holders of the allowed claims.  The principal source of the
distributions will be:

   a) cash on hand as of the effective date of the Plan;

   b) proceeds from the Debtors' lender settlement;

   c) proceeds and tax refunds arising out of the resolution of
      the Hong Kong Tax Dispute;

   d) proceeds from the Contingency Litigation Agreement; and

   e) Litigation Trust Proceeds.

           Summary Treatment of Claims Under The Plan

The Plan proposes that all holders of allowed administrative
claims, allowed priority claims, other than the Internal Revenue
Service, and the allowed non-tax priority claims will have their
allowed claims paid in full on or about the effective date of the
plan from the proceeds of the Lender Settlement.

In addition, within 60 days of the effective date, general
unsecured creditors will receive their pro-rate share of $480,000
from the proceeds of the Lender Settlement.  The Debtors say that
general unsecured creditors are expected to receive 27% of their
claims.  Unsecured creditors will further be entitled to receive
additional future distribution.

Within the same time frame, the Internal Revenue Service will
receive $650,000 from the proceeds of the Lender Settlement and
will be entitled to receive additional future distribution.

Additional contributions, the Debtors say, are however, contingent
on future recoveries by the Debtors and are not guaranteed.  The
Contingency Litigation Trust, the Debtors add, are also not
guaranteed.

        Summary Creditor Treatment if Plan is Not Confirmed

The Debtors tell the Court that if the Plan is not confirmed, then
they are not substantively consolidated for purposes of the Plan
or their cases are converted to ones under Chapter 7 of the
Bankruptcy Code.

At the conclusion of the Chapter 7 cases, administrative claims
will still be paid in full.  However, tax priority claims holders
will only receive 4.9% of their claims.  General Unsecured
Creditors on the other hand, will receive nothing.

The Debtors reveal that the primary reasons for the significantly
smaller distributions under this scenario are:

   1) the proceeds and other benefits from the:

      -- Lender Settlement;
      -- the Contingency Litigation Agreement; and
      -- the resolution of the Hong Kong Tax Dispute,

      will be substantially compromised or lost, resulting in a
      significantly smaller recovery by the Debtors' estates; and

   2) there will be additional administrative costs if the
      Plan is not confirmed.

                       About Enesco Group

Based in Itasca, Illinois, Enesco Group, Inc. --
http://www.enesco.com/-- is a producer of giftware, and home
and garden decor products.  Enesco's product lines include some
of the world's most recognizable brands, including Disney,
Heartwood Creek, Nickelodeon, Cherished Teddies, Lilliput Lane,
Border Fine Arts, among others.

Enesco distributes products to a wide array of specialty gift
retailers, home decor boutiques and direct mail retailers, as
well as mass-market chains.  The company serves markets
operating in Europe, particularly in the United Kingdom and
France, as well in the Asia Pacific in Australia and Hong Kong.
The company also has Latin-American operations in Mexico.

Enesco Group and its two affiliates, Enesco International Ltd.
and Gregg Manufacturing, Inc., filed for chapter 11 protection
on Jan. 12, 2007 (Bankr. N.D. Ill. Lead Case No. 07-00565).
Shaw Gussis Fishman Glantz Wolfson & Tow and Skadden, Arps,
Slate, Meagher & Flom LLP, represent the Debtors.  Epiq Bankruptcy
Solutions, LLC, acts as the Debtors' claims and noticing agent.  
In schedules of assets and debts filed with the Court, Enesco
disclosed total assets of $61,879,068 and total debts of
$231,510,180.

Chad H. Gettleman, Esq., and Brad A. Berish, Esq., at Adelman &
Gettleman, Ltd., represent the Official Committee of Unsecured
Creditors.  William R. Baldiga, Esq., Jessica M. Paris, Esq., and
Robert J. Stark, Esq., at Brown Rudnick Berlack Israels LLP; and
Thomas V. Askounis, Esq., at Askounis & Borst, PC, represent the
Ad Hoc Committee of Equity Security Holders.


ENESCO GROUP: Plan Confirmation Hearing Set for November 19
-----------------------------------------------------------
The Hon. A. Benjamin Goldgar of the U.S. Bankruptcy Court for the
Northern District of Illinois set a hearing at 1:30 p.m., on Nov.
28, 2007, to consider confirmation of the Second Amended Plan of
Liquidation filed Enesco Group, Inc. and its debtor-affiliates.

Objections to the Plan, if any, are due November 19.

Judge Goldgar had given his conditional approval on the adequacy
of the Disclosure Statement explaining the Plan and has also set
November 19 as the last day to oppose the disclosure statement.

                       About Enesco Group

Based in Itasca, Illinois, Enesco Group, Inc. --
http://www.enesco.com/-- is a producer of giftware, and home
and garden decor products.  Enesco's product lines include some
of the world's most recognizable brands, including Disney,
Heartwood Creek, Nickelodeon, Cherished Teddies, Lilliput Lane,
Border Fine Arts, among others.

Enesco distributes products to a wide array of specialty gift
retailers, home decor boutiques and direct mail retailers, as
well as mass-market chains.  The company serves markets
operating in Europe, particularly in the United Kingdom and
France, as well in the Asia Pacific in Australia and Hong Kong.
The company also has Latin-American operations in Mexico.

Enesco Group and its two affiliates, Enesco International Ltd.
and Gregg Manufacturing, Inc., filed for chapter 11 protection
on Jan. 12, 2007 (Bankr. N.D. Ill. Lead Case No. 07-00565).
Shaw Gussis Fishman Glantz Wolfson & Tow and Skadden, Arps,
Slate, Meagher & Flom LLP, represent the Debtors.  Epiq Bankruptcy
Solutions, LLC, acts as the Debtors' claims and noticing agent.  
In schedules of assets and debts filed with the Court, Enesco
disclosed total assets of $61,879,068 and total debts of
$231,510,180.

Chad H. Gettleman, Esq., and Brad A. Berish, Esq., at Adelman &
Gettleman, Ltd., represent the Official Committee of Unsecured
Creditors.  William R. Baldiga, Esq., Jessica M. Paris, Esq., and
Robert J. Stark, Esq., at Brown Rudnick Berlack Israels LLP; and
Thomas V. Askounis, Esq., at Askounis & Borst, PC, represent the
Ad Hoc Committee of Equity Security Holders.


ENGINEERED CARBONS: Auction Sale Scheduled on October 30
--------------------------------------------------------
Deguss Engineered Carbons LP has announced that Engineered Carbons
Inc.'s partner interest in all property, both real and personal,
and revenues paid, distributed to it in respect of its Agreement
of Limited Partnership with the former, as general partner, will
be auctioned on Tuesday, Oct. 30, 2007, at 10:00 a.m. EST, at the
following address:

     277 Park Avenue
     8th Floor
     New York, New York
     10017

For additional information, please get in touch with:

     Deussa Engineered Carbons LP
     http://www.dec-lp.com

or call Ms. Marina Flindell at (212) 622-4510.


EUROPEAN AMERICAN: Section 341(a) Meeting Slated for Thursday
-------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in European American Realty, Ltd.'s chapter 11 cases at 1:00 p.m.,
on Oct. 25, 2007, at Room 362, Russell Federal Building, 75 Spring
Street in Atlanta, Georgia.

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

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

Atlanta, Georgia-based European American Realty, Ltd. is engaged
in the real estate business.  The Debtor filed for chapter 11
protection on Sept. 21, 2007 (Bankr. N.D. Ga. Case No. 07-75353).    
J. Robert Williamson, Esq. at Scroggins and Williamson represents
the Debtor in its restructuring efforts.  When the Debtor filed
for bankruptcy, it listed assets and debts between $1 million to
$100 million.


FAIRPOINT COMMS: Closes MOU with Unitil and National Grid Units
---------------------------------------------------------------
FairPoint Communications Inc. has concluded separate Memoranda of
Understanding with the subsidiaries of Unitil Corporation and
National Grid USA, regarding the joint ownership of utility poles
in the companies' mutual market areas.

The agreements will become effective upon FairPoint's acquisition
of Verizon's wireline operations in Vermont, Maine and New
Hampshire.
    
The agreements will establish procedures to improve operation and
maintenance practices regarding jointly owned poles in their
mutual market areas.
    
Both Unitil and National Grid had petitioned as intervenors before
the New Hampshire Public Utilities Commission concerning the
transaction.  Unitil and National Grid will ask the Commission to
approve the Memoranda as full resolution of the concerns they had
raised regarding FairPoint.
    
"We are gratified that these two energy companies are supporting
FairPoint's efforts in this transaction and we're looking forward
to working with their staffs in New Hampshire once it is
complete," Gene Johnson, FairPoint's chairman and CEO, said.

                    About Unitil Corporation

Headquartered in Hampton, New Hampshire, Unitil Corporation
(AMEX:UTL)  -- http://www.unitil.com/-- is a public utility  
holding company operating through its subsidiaries.  Unitil's
principal business is the retail distribution of electricity and
natural gas through two utility subsidiaries: Unitil Energy
System's Inc. and Fitchburg Gas and Electric Light Company.  Its
retail distribution utilities serve approximately 99,300 electric
customers and 15,000 natural gas customers in their franchise
areas.

                    About National Grid USA

Headquartered in Westborough, Massachusetts, National Grid USA --
http://www.nationalgridus.com/-- is an energy delivery company.   
In the U.S., National Grid delivers electricity to approximately
3.3 million customers in Massachusetts, New Hampshire, New York
and Rhode Island, and manages the electricity network on Long
Island under an agreement with the Long Island Power Authority.  
National Grid owns 6,650 megawatts of electricity generation that
provides power to over one million LIPA customers and supplies
roughly a quarter of New York City's electricity needs.  It is
also a distributor of natural gas in the northeastern U.S.,
serving approximately 3.4 million customers in New York,
Massachusetts, New Hampshire and Rhode Island.

             About FairPoint Communications Inc.
    
Based in Charlotte, North Carolina, FairPoint Communications Inc.
(NYSE: FRP) -- http://www.fairpoint.com/-- offers an array of  
services to residential and business customers including: local
voice, long distance and data products.  FairPoint owns and
operates 30 local exchange companies located in 18 states offering
an array of services, including local and long distance voice,
data, Internet and broadband offerings.

                          *     *     *

Moody's Investor Services assigned B1 on FairPoint Communications
Inc.'s probability of default and long term corporate family
ratings on January 2005.  The outlook is stable.  The ratings hold
to date.


FIDELITY MUTUAL: Gets Final OK for 4th Amended Rehabilitation Plan
------------------------------------------------------------------
Judge Jame Gardner Colins of the Commonwealth Court of
Pennsylvania gave final approval to The Fidelity Mutual Life
Insurance Company's fourth amended plan for rehabilitation.

In addition, the Court's final approval of the plan overrules the
objection of Norman Corwin to the proposed assumption reinsurance
transaction with Commonwealth Annuity and Life Insurance Company.  
The Court's final approval of the plan also overrules the
objections of Paul Levengood, John Kennebec, Hugh Norris, John
Mulien, Robert Andrews, Michael Ryan, Billy Welch, Steven and
Doris Hurr, Stephen Maybaum, Stanley Kmiecik, John Kiligariff,
Thomas Maloney, Carol Warren, and Nancy Pjura to their estimated
individual allocation statements.

As reported in the Troubled Company Reporter on July 26, 2007,
Pursuant to the Amended Plan, Fidelity Mutual had proposed:

   -- to assume a reinsurance transaction with Commonwealth
      Annuity; and

   -- that the amount of the holdback for retained liabilities
      be increased to $10 million.

Preliminary approval of the Plan was granted by the Commonwealth
Court on Aug. 29, 2006.

Once the proposed transaction is approved, Fidelity will transfer
to Commonwealth Annuity 100% of its insurance business along with
the assets needed to support the transferred business.

Fidelity will also make a significant cash distribution to persons
who were mutual members as of Aug. 31, 2001, in exchange for the
extinguishment of their mutual member interests.  Thereafter,
Fidelity will dissolve, and the transferred contracts will
continue in force as obligations of Commonwealth Annuity.

Commonwealth Annuity is a subsidiary of The Goldman Sachs
Group Inc., which has an equity market capitalization of
approximately $90 billion.  As of Dec. 31, 2006, Commonwealth
Annuity had an A.M. Best financial strength rating of "A-"
with a stable outlook, and had statutory capital and surplus
of $374.1 million.

The ongoing rehabilitation of The Fidelity Mutual Life Insurance
Company -- https://www.fmlic.com/ -- involves the largest
insolvency of an insurance company in Pennsylvania.

As of March 31, 2007, Fidelity disclosed $881,118,485 in total
assets and $802,043,864 in total liabilities.  M. Diane Koken,
Insurance Commissioner for the Commonwealth of Pennsylvania, is
the Statutory Rehabilitator for Fidelity Mutual and is represented
by Thomas A. Leonard, Esq., at Obermayer Rebmann Maxwell & Hippel
LLP.  Robert H. Levin, Esq., at Adelman Lavine Gold and Levin,
P.C., represents Fidelity's Policyholders' Committee.


FOXTONS NORTH: Can Hire Garden City as Claims & Noticing Agent
--------------------------------------------------------------
Foxtons North America and Foxtons Inc. obtained authority from the
U.S. Bankruptcy Court for the District of New Jersey to employ the
Garden City Group Inc. as Claims and Noticing Agent.

The Garden City is expected to:

   a) serve the first day motions;

   b) prepare and serve all required notices in this Chapter 11
      cases including (i) the Section 341(a) notice; (ii)
      notice of the Claims Bar Date; (iii) notice of objections
      to claims; (iv) notice of hearings on a disclosure
      statements and confirmation of a plan of reorganization;
      and (v) other notices required for the administration of
      this chapter 11 cases;

   c) file with the clerk's office, within 5 days after the
      mailing of a particular notice, a certification of
      service;

   d) maintain copies of all proofs of claims filed;

   e) maintain official claims registers from the Debtors by
      docketing all proofs of claims and interests received;

   f) transmit to the Clerk's office a copy of the claims
      register on a monthly basis;

   g) provide access to the public for the examination of
      copies of the proofs of claim during regular business
      hours; and

   h) provide such other claims processing, noticing and
      related administrative services as may be required by the
      Debtors.

Michael Sherin, the chairman of the Garden City Group Inc., tells
the Court that the Debtors paid the firm a retainer amounting to
$5,000 to be applied against:

   -- the prepetition fees and expenses incurred in connection
      with the services; and

   -- the final bill that will be rendered by the firm for the
      postpetition fees and expenses incurred in connection
      with these cases.  

In the event that the amount is exhausted, the Debtors will
replenish the amount as requested by the firm.

Mr. Sherin relates that out-of-pocket expenses incurred in
connection with the performance of services will also be
reimbursed.

Mr. Sherin assures the Court that the firm is disinterested as
that term is defined in the Section 101(14) of the Bankruptcy
Code.

West Long Branch, New Jersey-based Foxtons North America Inc., --
http://www.foxtons.com/-- aka YourHomeDirect.com, and its  
affiliate, Foxtons Inc., are real estate agents.  Foxtons Inc. is
also known as Foxtons Realty Inc., YHD Foxtons, and YHD-Foxtons
Inc.

The Debtors filed for chapter 11 bankruptcy protection on Oct. 5,
2005 (Bankr. D. N.J. Case Nos. 07-24497 and 07-24496).  Daniel M.
Eliades, Esq., Harry M. Gutfleish, Esq., and Michael E. Holt, Esq.
at Forman Holt Eliades & Ravin LLC represent the Debtors in their
restructuring efforts.  In documents submitted to the Court,
Foxtons North America disclosed total assets of $487,757 and total
liabilities of $40,885,834.  Foxtons Inc. disclosed total assets
of $2,618,254 and total liabilities of $480,945.


FOXTONS NORTH: Section 341(a) Meeting Scheduled for November 1
--------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in Foxtons North America Inc. and Foxtons Inc.'s chapter 11 cases
at 2:00 p.m., on Nov. 1, 2007, at Clarkson S. Fisher Federal
Courthouse, Room 129, 402 East State Street in Trenton, New
Jersey.

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

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

West Long Branch, New Jersey-based Foxtons North America Inc., --
http://www.foxtons.com/-- aka YourHomeDirect.com, and its  
affiliate, Foxtons Inc., are real estate agents.  Foxtons Inc. is
also known as Foxtons Realty Inc., YHD Foxtons, and YHD-Foxtons
Inc.

The Debtors filed for chapter 11 bankruptcy protection on Oct. 5,
2005 (Bankr. D. N.J. Case Nos. 07-24497 and 07-24496).  Daniel M.
Eliades, Esq., Harry M. Gutfleish, Esq., and Michael E. Holt, Esq.
at Forman Holt Eliades & Ravin LLC represent the Debtors in their
restructuring efforts.  In documents submitted to the Court,
Foxtons North America disclosed total assets of $487,757 and total
liabilities of $40,885,834.  Foxtons Inc. disclosed total assets
of $2,618,254 and total liabilities of $480,945.


FULMER LOGISTICS: Vision Opportunity to Sell Collateral on Nov. 7
-----------------------------------------------------------------
The collateral securing Fulmer Logistics Corporation's
indebtedness to Vision Opportunity Master Fund Ltd. is up for
public sale on Nov. 7, 2007, 10:00 a.m., Eastern Time at the
offices of:

     Locke Lord Bissell & Lidell LLP
     26th Floor
     No. 885 Third Avenue
     New York, NY 10022

Pursuant to a stock pledge agreement dated Nov. 9, 2006, Vision
Opportunity will be selling Fulmer Logistics' rights in the
collateral which consists of 100% of the issued and outstanding
common stock of 4 Elements Inc., a California corporation.

The highest bid other than Vision's will be required to pay not
less than 25% of the purchase price of the collateral.

Interested parties who wish to see the loan documents or require
additional information may contact:

     Kenneth M. Lodge
     Counsel to Vision Opportunity Master Fund Ltd.
     Locke, Lord Bisselle & Liddell
     45th Floor, 111 South Wacker Drive
     Chicago, IL 60606-4410
     Tel (312) 443-0478
     Fax (312) 896-6478

                        About 4 Elements

Based in Bentonville, Arkansas, 4 Elements Inc. --
http://4elogistics.com/-- is engaged in the arrangement of  
transportation of freight and cargo.

                     About Fulmer Logistics

Based in Vero Beach, Florida, Fulmer Logistics Corporation
-- http://www.fulmerlogistics.com/-- provides agent-based  
transportation and logistics services.


GLOBAL HOME: Court Approves Expansion of PwC's Tax Services
-----------------------------------------------------------
The Honorable Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware, gave Global Home Products LLC and its
debtor-affiliates, permission to expand PricewaterhouseCoopers
LLP's retention as tax services provider.

PwC's expanded scope of engagement includes:

   a) preparation of the Debtors' U.S. income tax returns for the
      fiscal year ending March 31, 2007;

   b) provide daily tax functions including responding to tax
      notices, calculating tax depreciation, computing
      reconciliation for management, preparing foreign tax
      returns; and

   c) provide other tax-related consulting services as may be
      requested by the Debtors.  

The Debtors discloses that it will pay PwC a fixed fee of $155,400
for completion of the tax returns.  For any services in addition
to preparation of the tax returns, the firm's professionals rates
are:

     Designation                      Hourly Rate
     -----------                      -----------
     National office Partner/Director     $550
     Local Office Partner                 $525
     Director                             $400
     Manager                              $325
     Senior                               $225
     Staff                                $175

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

                       Previous Employment

As reported in the Troubled Company Reporter on Oct. 24, 2006, the
Court gave approval for PwC top provide tax services for the
Debtors.

The firm will provide an Ohio investment tax credit analysis in
two phases:

      a) phase one: consist of high level review and calculation
         for additions during Jan. 1, 2005 through Dec. 31, 2005.

      b) phase two consist of:

         -- review of based period;

         -- detailed calculation of credit;

         -- preparation of credit attachment for the 2006 Ohio
            franchise tax report;

         -- filing of notice of intent to claim the
            manufacturer's credit for Jan. 1, 2005 through
            Dec. 31, 2005, if necessary; and

         -- potential plan tour for determination of qualifying
            assets.

The firm will provide Ohio personal property tax return services,
including, but not limited to: prepare and sign as preparer of the
2006 Ohio county return of taxable business property for Anchor
Hocking Consumer Glass Operating Company LLC, Anchor Hocking
Consumer Glass Corporation, Mirro Operating Company LLC and GHP
Operating Company LLC.

The firm will provide tax services, including, but not limited to:

     a) prepare and sign as preparer of the U.S. partnership
        income tax return, Form 1065, for the Debtors for the tax
        year starting Apr. 1, 2005 through Mar. 31, 2006;

     b) prepare and sign as preparer of required federal and
        state income tax returns for Apr. 1, 2005 through
        Mar. 31, 2006;

     c) prepare estimated tax payments and extensions due on or
        after the signing of the April 25 engagement letter in
        connection with the tax returns; and

     d) provide special tax services related to the preparation
        of the tax returns, including but not limited to, fixed
        assets depreciation, intangible asset amortization,
        accounting for differences in tax and audit year end, and
        state apportionment analysis.

In addition, the Debtors tells the Court that, from time to time,
it may ask the firm to perform tax advisory services outside of
the scope mentioned.

                     About Global Home

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

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

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

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

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


GOODMAN GLOBAL: Okays $2.65 Billion Hellman & Friedman Deal
-----------------------------------------------------------
Goodman Global, Inc., has agreed to be acquired by affiliates of
private equity firm Hellman & Friedman LLC in an all-cash
transaction valued at approximately $2.65 billion.

Under the terms of the agreement, Goodman stockholders will
receive $25.60 in cash for each outstanding share of stock upon
the closing of the transaction.  Subject to satisfying customary
closing conditions, the transaction is expected to be completed in
the first quarter of 2008.

"I am pleased to announce this transaction," Charles Carroll,
President and Chief Executive Officer of Goodman, said.  "After a
thorough review of the strategic options available to the Company,
we have concluded that this transaction will both reward our
current stockholders and position Goodman for continued profitable
growth.  With the support of Hellman & Friedman, we expect to
further enhance our position in the residential and light
commercial HVAC marketplace as the value leader with a low-cost
structure."

"Goodman is uniquely positioned in its markets," Philip
Hammarskjold, Managing Director of Hellman & Friedman, said.  
"Through best-in-class operations, the company has demonstrated an
ability to deliver both outstanding value to the dealer community
and exceptional performance to its shareholders.  We are looking
forward to partnering with the management team and being a
resource for the continued growth of the business."

The transaction will be financed.  Hellman & Friedman has obtained
$1.1 billion in commitments for senior secured credit facilities
from Barclays Capital, Calyon New York Branch, GE Commercial
Finance, and certain vehicles managed by GSO Capital Partners LP,
and $500 million in commitments for senior subordinated financing
from vehicles managed by GSO Capital Partners LP and Farallon
Capital Management, L.L.C.

Stockholders holding a majority of Goodman's outstanding shares
have agreed to vote in favor of the transaction.

Goldman, Sachs & Co. and J.P. Morgan Securities Inc. are acting as
advisors to Goodman's Board of Directors in connection with the
transaction.  O'Melveny & Myers LLP and Simpson Thacher & Bartlett
LLP served as legal advisors to Goodman and Hellman & Friedman,
respectively.

                   About Hellman & Friedman

Hellman & Friedman LLC is a private equity investment firm with
offices in San Francisco, New York and London.  The Firm focuses
on investing in superior business franchises and serving as a
value-added partner to management in select industries including
business services, asset management, information services, media,
energy and healthcare.

                      About Goodman Global

Headquartered in Houston, Texas, Goodman Global, Inc. (NYSE: GGL)
-- http://www.goodmanglobal.com/-- manufactures heating,  
ventilation and air conditioning products for residential and
light-commercial use.  Goodman's products are predominantly
marketed under the Goodman(R), Amana(R) and Quietflex(R) brand
names, and are sold through company-operated and independent
distribution networks with more than 800 distribution points
throughout North America.


GOODMAN GLOBAL: $2.65BB Hellman Deal Cues S&P's Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch listing
of its ratings on Goodman Global Holdings Inc., including its 'B+'
corporate credit rating, to CreditWatch with negative implications
from CreditWatch developing, where they had been placed on July
20, 2007.     

The action followed the company's announcement that it had agreed
to be acquired by affiliates of private equity firm Hellman &
Friedman LLC in an all-cash transaction valued at about
$2.65 billion.  Goodman stockholders will receive $25.60 in cash
for each share of stock outstanding on the closing of the
transaction.  The transaction will be financed with $1.1 billion
in senior secured credit commitments and $500 million in senior
subordinated financing.  Subject to satisfying customary closing
conditions, the transaction is expected to be completed in the
first quarter of 2008.     

"The CreditWatch revision reflects our expectation that Goodman is
likely to be aggressively leveraged for the rating following the
closing of the transaction," said Standard & Poor's credit analyst
Thomas Nadramia.  "We expect to resolve the CreditWatch after
reviewing the financing plans for this transaction and discussing
with management its long-term business and financial strategies.  
Among other key topics, we'll focus on the company's expectations
for pursuing growth opportunities, capital-investment levels,
potential asset sales, and profitability initiatives, as well as
its financial policies, including leverage targets, dividend
plans, and liquidity."


GOODMAN GLOBAL: Moody's Places Ratings on Negative Watch
--------------------------------------------------------
Moody's Investors Service placed the ratings of Goodman Global
Holdings, Inc. under review for possible downgrade.  The review
follows the announcement by the parent holding company, Goodman
Global, Inc., that it has agreed to be acquired by affiliates of
Hellman & Friedman LLC, in a transaction valued at approximately
$2.65 billion including the assumption of debt.

Moody's review is focusing on the impact that the proposed
transaction will have on Goodman's future capital structure,
financial strategy and credit metrics. The review is also
assessing the degree to which the company's operating strategy
will be able to sustain earnings, cash flow generation and
liquidity under the new leveraged capital structure.  Certain debt
obligations including the credit facility, senior notes and senior
subordinated notes contain change of control provisions, and to
the extent that any existing debt is redeemed in its entirety
under change of control provisions Moody's will withdraw the
respective debt instrument ratings.

Ratings on review for possible downgrade:

   -- Corporate family rating at B1;

   -- Probability of default at B1;

   -- $432 million senior secured bank credit facility at Ba2
      (LGD2, 21%);

   -- $179.3 million senior unsecured notes due 2012 at B1 (LGD4,
      54%);

   -- $400 million, 7.875% senior subordinated notes due 2012 at
      B3 (LGD5, 83%).

The company's speculative grade liquidity rating remains at the
SGL-2 level and is not affected by the current review.

Goodman Global Holdings, Inc., located in Houston, Texas, is the
second largest domestic manufacturer of heating, ventilation and
air conditioning products for residential and commercial use.  
Total revenues for the 12 months ended June 30, 2007 were
approximately $1.9 billion.


HARMAN INTERNATIONAL: Inks New Agreement with KKR and GS Capital
----------------------------------------------------------------
Harman International Industries, Incorporated, entered into an
agreement with affiliates of Kohlberg Kravis Roberts & Co. L.P.
and GS Capital Partners relating to the parties' Merger Agreement,
entered in May 2007.  Terms of the new agreement include:

   a) KKR and GSCP will purchase $400 million of 1.25% senior
      notes convertible under certain circumstances into Harman
      common stock, convertible at a price of $104 per share.  
      KKR and GSCP have agreed to not sell or hedge their
      position for at least one year.

   b) The parties have agreed to terminate their Merger
      Agreement dated April 26, 2007 without litigation or
      payment of a termination fee.

As reported in the Troubled Company Reporter on Sept. 25, 2007,
Harman was informed that KKR and GSCP no longer intended to
complete their acquisition of Harman by a company formed by
investment funds affiliated with or sponsored by KKR and
GSCP.

KKR and GSCP have informed Harman that they believe that a
material adverse change in Harman's business has occurred, that
Harman has breached the merger agreement and that they are not
obligated to complete the merger.

Harman disagreed that a material adverse change has occurred or
that it has breached the merger agreement.

The company also disclosed that Brian F. Carroll, Member of KKR,
will join Harman's Board of Directors.  The company will use the
proceeds from the KKR/GSCP investment to repurchase Harman common
stock through an accelerated share repurchase  program.

"We are pleased to have reached an understanding with KKR and
GSCP. Although we do not agree with the reasons for cancellation
of the original merger agreement, we view this $400 million
investment as a vote of confidence in our business and its
prospects for continued growth," Dr. Sidney Harman, Executive
Chairman of Harman, said.  "Our company benefits from excellent
customer relationships built on world-class products, brands and
technology, and we are well positioned to capitalize on market
opportunities in the automotive, consumer and professional
sectors."

"The significant stock repurchase we announced underscores our
Board's confidence in Harman's financial outlook," Dinesh Paliwal,
Harman Chief Executive Officer, added.  "This settlement enables
us to move forward in a decisive manner to implement our
initiatives to ensure the long-term growth of the
Company and avoid the time, cost and distraction of litigation.  
We welcome Brian Carroll and expect that he will make an active
contribution to our business through his service on the Board."

"Harman is a leader in audio and infotainment systems, and enjoys
strong leadership in Chairman Sidney Harman and CEO Dinesh
Paliwal," Henry R. Kravis, Co-Founding Member of KKR, said.  "The
merger unfortunately could not be completed, but we are pleased to
make this investment in the company.  We believe this investment
and our representation on the Board is an outstanding way to
support Harman and its management team in the future."

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


HARMAN INTERNATIONAL: Terminated Deal Cues S&P's Positive Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
implications for the 'BB-' corporate credit rating on Harman
International Industries Inc., a Washington, D.C.-based audio
equipment manufacturer, to positive from developing.  The revision
reflects published reports that the merger agreement with KKR and
GS Capital Partners, the private equity buyers that agreed to
acquire Harman in April 2007, has been terminated without
litigation or payment of a termination fee.  Accordingly, S&P no
longer expect to lower the rating on Harman.      

"The CreditWatch positive listing means that we could raise the
ratings on Harman because the company's balance sheet will likely
be less leveraged than it would have been if the merger
transaction had proceeded as originally planned," said Standard &
Poor's credit analyst Nancy Messer.     

Standard & Poor's expects to resolve the CreditWatch listing after
meeting with management and reviewing the company's business and
financial prospects in light of the termination of the merger
agreement.


HEXCEL CORP: Earns $17.3 Million in Third Quarter Ended Sept. 30
----------------------------------------------------------------
Hexcel Corporation reported on Monday results for the third
quarter of 2007.  

The company reported net income of $17.3 million for the third
quarter of 2007, compared to net income of $15.7 million for the
third quarter of 2006.  Income from continuing operations for the
third quarter of 2007 was $18.1 million, compared to income from
continuing operations of $15.2 million in 2006.  Net loss from
discontinued operations was $800,000, which includes an after-tax
loss on sale of $2.4 million.  Discontinued operations primarily
consist of the U.S. electronics, ballistics and general industrial
reinforcement product lines, which were sold to JPS Industries on
Aug. 6, 2007.

Net sales from continuing operations in the quarter were
$281.1 million, 11.4% higher than the $252.3 million reported for
the third quarter of 2006.  Related operating income for the third
quarter was $30.2 million compared to $23.9 million for the same
period last year.

                 Chief Executive Officer Comments

Mr. Berges commented, "The third quarter saw continued strong
sales to most of the commercial aerospace market.  Sales to
Boeing, regional aircraft builders and for engines and nacelles
were up significantly for the third quarter in a row.  Airbus
sales were again down for the quarter, but only slightly as the
impact of the A380 delay began a year ago.  The first A380 has
been delivered to Singapore Airlines and based on the current
recovery schedule we expect favorable year-over-year sales
comparisons going forward.  We are encouraged that two new
customers have recently committed to add the A380 to their fleet
and hope to see renewed interest as this groundbreaking aircraft
enters active service."

"We generated nice year-over-year improvements in both gross
margin and operating margin, and we still expect to meet our
margin guidance targets for the year.  With new aerospace
programs, higher build rates, new product qualifications, new
process developments and facilities underway, these are exciting
times for us.  The employees of Hexcel recognize the tremendous
opportunities in front of them, and are working relentlessly to
turn these opportunities into a more profitable future."

                     Discontinued Operations

The company completed the sale of EBGI to JPS Industries for an
initial cash purchase price of $62.5 million plus up to
$12.5 million of additional payments dependent upon future sales
of the Ballistics product line.  Any additional payments will be
recorded as income when earned.

                           Income Taxes

The company's effective income tax rate for the third quarter 2007
was 29.5% as compared to 22.0% for the third quarter of 2006.  The
2006 provision included the reversal of $3.6 million of the
valuation allowance against the company's U.S. deferred tax assets
related to capital losses.  The year to date tax rate is now
38.1%.  The reduction in the third quarter rate as compared to the
42.3% in the first half of 2007 primarily reflects a favorable
audit settlement, including the release of $1.1 million of FIN 48
reserves.  

                     Total Debt, Net of Cash

Total debt, net of cash, of $293.2 million as of Sept. 30, 2007,
decreased by $93.4 million from $386.6 million as of Dec. 31,
2006.  The year-to-date results include $84.0 million of proceeds
from the sale of the discontinued operations.  The $15.0 million
liability recorded in the second quarter for the settlement of the
Zylon matter is expected to be paid in the fourth quarter.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$1.02 billion in total assets, $636.0 million in total
liabilities, and $384.3 million in total shareholders' equity.

                        About Hexcel Corp.

Headquartered in Stamford, Connecticut, Hexcel Corporation
(NYSE: HXL) -- http://www.hexcel.com/-- is an advanced structural  
materials company.  It develops, manufactures and markets
lightweight, high-performance structural materials, including
carbon fibers, reinforcements, prepregs, honeycomb, matrix
systems, adhesives and composite structures, used in commercial
aerospace, space and defense and industrial applications.

                        *     *     *

To date, Hexcel Corp. still carries Moody's Investors Service's
'Ba3' corporate family rating last placed on April 3, 2007.


HOLOGIC INC: Completes $6.2 Billion Cytyc Merger
------------------------------------------------
Hologic Inc. and Cytyc Corporation have completed the merging of
the two companies for approximately $6.2 billion.

The transaction will create a company focused on advanced
technology in women's health.

Under the terms of the merger agreement, Cytyc shareholders
received 0.52 shares of Hologic common stock and $16.50 in cash
for each share of Cytyc common stock held by them, with aggregate
consideration paid to Cytyc shareholders totaling approximately
$6.2 billion, payable in approximately 65,800,000 shares of
Hologic common stock and approximately $2.1 billion in cash.
    
"We are delighted to have completed this transaction, which marks
a new chapter in the history of our company," Jack Cumming,
Hologic's chief executive officer, said.  "Both Hologic and Cytyc
provide some of the most advanced technology addressing women's
health needs.  By combining our companies' complementary, best-in-
class products and technologies, we expect to drive enhanced
growth and value creation.  We are now focused on seamlessly
integrating these two great companies and realizing the tremendous
upside potential our combination creates."
    
"We look forward to joining our talented teams and working
together to reach our shared goal of improving women's health,"
said Patrick Sullivan, chairman of Hologic and former chairman,
president, and chief executive officer of Cytyc.  "We are very
excited to realize the extraordinary benefits this combination of
industry leaders will provide to shareholders, employees,
physicians and their patients."
    
Hologic will continue to trade on the Nasdaq Global Select Market
under the symbol "HOLX" while Cytyc will become a wholly-owned
subsidiary of Hologic and will cease trading on the NASDAQ as of
the close of trading on October 22, 2007.

                     About Cytyc Corporation

Headquartered in Marlborough, Massachussetts, Cytyc Corporation
(NASDAQ:CYTC) -- http://www.cytyc.com/-- is a diversified    
diagnostic and medical device company that designs, develops,
manufactures and markets diagnostic and surgical products.  The
company's products cover a range of cancer and women's health
applications, including cervical cancer screening, treatment of
excessive menstrual bleeding, radiation treatment of early stage
breast cancer, and radiation treatment of patients with malignant
brain tumors.  Cytyc operates in three segments: domestic
diagnostic products, domestic surgical products and international.  
The company has operations in Canada, Europe, Australia and Hong
Kong.

                       About Hologic Inc.

Headquartered in Bedford, Massachussetts, Hologic Inc.
(NASDAQ:HOLX) -- http://www.hologic.com/-- develops, manufactures  
and supplies diagnostic and medical imaging systems primarily
serving the healthcare needs of women.  The company operates in
three segments: mammography and breast care, osteoporosis
assessment and others.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 14, 2007,
Standard & Poor's Rating Services assigned its 'BB-' corporate
credit rating to Hologic Inc. with a stable outlook.


HOLOGIC INC: Arm Commences Offer to Buy Cytyc's 2.25% Sr. Notes
---------------------------------------------------------------
Hologic Inc.'s subsidiary, Cytyc Corporation, has commenced an
offer to repurchase any and all of Cytyc's outstanding 2.25%
Senior Convertible Notes due 2024.  

The indenture governing the Notes requires Cytyc to make the offer
as a result of the merger on Oct. 22, 2007, of Hologic, Nor'Easter
Corp., a subsidiary of Hologic which changed its name to Cytyc
Corporation immediately after the consummation of the Merger, and
Cytyc Corporation, that ceased to maintain a separate corporate
existence after merging with and into Cytyc as a result of the
Merger, pursuant to an Agreement and Plan of Merger dated as of
May 20, 2007, by and among Hologic, Cytyc and Old Cytyc.
    
Cytyc is offering to purchase the Notes for cash at a purchase
price, per $1,000 principal amount, equal to 100% of the principal
amount, together with $4.1875 per $1,000 principal amount,
representing accrued and unpaid cash interest to Nov. 21, 2007.

In the event that all of the outstanding Notes are tendered in the
tender offer, the aggregate purchase price required for Cytyc to
purchase the tendered Notes is estimated to be approximately
$69,500,000.  The tender offer for the Notes will expire at 11:59
p.m., Eastern Time, Wednesday, Nov. 21, 2007, unless extended or
earlier terminated.

Holders may withdraw their tendered Notes at any time prior to the
expiration time.  As required by the indenture governing the
Notes, on Nov. 21, 2007, Cytyc will purchase all Notes properly
tendered and not withdrawn.  All Notes purchased pursuant to
Cytyc's offer will be retired upon purchase.

Cytyc expects to fund the tender offer with cash on hand.
    
As a result of the Merger, each $1,000 principal amount of the
Notes is now convertible at the option of the holder at any time
and from time to time into $556.11765 in cash and 17.526132 shares
of Hologic common stock, representing a conversion price equal to
the consideration payable to Hologic stockholders in the Merger
of:

   (i) $16.50 in cash per share of Old Cytyc, multiplied by
       33.7041; and

  (ii) 0.52 shares of Hologic common stock, multiplied by
       33.7041.

On Oct. 19, 2007, the last reported sale price of Hologic common
stock, into which the Notes are convertible, on the Nasdaq Global
Select Market(TM) was $65.84.  Fractional shares of Hologic common
stock will not be issued upon conversion. Instead, Hologic will
pay cash for any shares of fractional Hologic common stock holders
would otherwise have received.
    
Holders of Notes may obtain the Notice of Designated Event and
Offer to Purchase through the Trustee under the Indenture in its
capacity as paying agent:

     U.S. Bank Trust National Association
     ATTN: Gar Oswald, Corporate Trust Department
     No. 60 Livingston Avenue
     St. Paul, MN 55107
     Fax (651) 495-8158
    
Documents filed with the SEC may be obtained without charge by
directing a request to:

      Hologic Inc.
      Investor Relations
      No. 35 Crosby Drive
      Bedford, MA 01730

                    About Cytyc Corporation

Headquartered in Marlborough, Massachussetts, Cytyc Corporation
(NASDAQ:CYTC) -- http://www.cytyc.com/-- is a diversified    
diagnostic and medical device company that designs, develops,
manufactures and markets diagnostic and surgical products.  The
company's products cover a range of cancer and women's health
applications, including cervical cancer screening, treatment of
excessive menstrual bleeding, radiation treatment of early stage
breast cancer, and radiation treatment of patients with malignant
brain tumors.  Cytyc operates in three segments: domestic
diagnostic products, domestic surgical products and international.  
The company has operations in Canada, Europe, Australia and Hong
Kong.

                       About Hologic Inc.

Headquartered in Bedford, Massachussetts, Hologic Inc.
(NASDAQ:HOLX) -- http://www.hologic.com/-- develops, manufactures  
and supplies diagnostic and medical imaging systems primarily
serving the healthcare needs of women.  The company operates in
three segments: mammography and breast care, osteoporosis
assessment and others.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 14, 2007,
Standard & Poor's Rating Services assigned its 'BB-' corporate
credit rating to Hologic Inc. with a stable outlook.


HOUGHTON INTERNATIONAL: Signs Merger Pact with AEA Affiliate
------------------------------------------------------------
Houghton International Inc. has entered into an agreement to
merge with a newly formed affiliate of AEA Investors LLC.  The
merger agreement is subject to shareholder approval and the
satisfaction of the various closing conditions, including
regulatory approvals, and is expected to close before the end of
the year.  As Houghton is privately held, the terms of the
transaction were not disclosed.

Houghton does not anticipate any immediate changes in its
facilities, employment or range of product and service
offerings, and all of the members of senior management are
expected to continue on with the company.  After the merger, the
business will continue to be conducted under the Houghton
International name.

"We are pleased to announce that our shareholders will be able
to realize significant value for their Houghton shares, while at
the same time, Houghton will be able to continue uninterrupted in
its long history of innovation in serving our customers around the
world," said William F. MacDonald Jr., president of Houghton
International.  "Through the proposed partnership with AEA
Investors LLC, we expect to enjoy greater access to capital, which
will enable us to provide our customers with customized
metalworking fluids and chemical management services."

"The entire team at AEA is excited to partner with the
management team of Houghton International to continue the growth
and expansion of this long-standing industry leader," said Brian
Hoesterey, a partner at AEA.  "We plan to support Houghton through
our experience in the chemical industry, global footprint,
operating resources and access to capital. We seek to help
management drive both organic and acquisition-based growth,
leveraging Houghton's strong positions in its key markets."

CIBC World Markets Corp. acted as exclusive financial advisor to
Houghton, and Morgan, Lewis & Bockius LLP acted as legal
counsel.  Fried, Frank, Harris, Shriver & Jacobson LLP acted as
legal counsel to AEA Investors LLC.

                          About AEA

AEA -- http://www.aeainvestors.com/-- is one of the most
experienced international private equity investment firms with
investors that include former and current CEOs of major
multinational corporations, family groups, endowment funds and
institutions from around the world.  With offices in New York,
London and Hong Kong, AEA invests in companies in four sectors:
value-added industrial products, specialty chemicals, consumer
products and services to those sectors.

                About Houghton International

Headquartered in Valley Forge, Pennsylvania, Houghton
International Inc. -- http://www.houghtonintl.com/--manufactures  
oils and specialty chemicals for lubrication in most of the big
Midwestern industries: metalworking, automotive, and steel.  Its
products range from aluminum and steel rolling lubricants to rust
preventatives to fire-resistant hydraulic fluids.  The FLUIDCARE
division helps manufacturers reduce costs through chemical
management and recycling.  It maintains more than 30 sales and
manufacturing facilities in North and South America, Europe,
Africa, Australia, and Asia.  The company was founded in 1865.  It
has operations in Brazil and Chile.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 18, 2007,
Standard & Poor's Ratings Services placed its ratings on Houghton
International Inc. on CreditWatch with negative implications.  The
corporate credit rating on the Valley Forge, Pennsylvania-based
manufacturer and supplier of industrial fluids and chemical
management services is 'B+'.

Moody's Investors Service placed the ratings of Houghton
International Inc. under review for possible downgrade following
the announcement that it has entered into an agreement to merge
with a newly formed affiliate of AEA Investors LLC.  The review
for downgrade reflects the likelihood of greatly increased
leverage following this transaction, which is expected to close in
the fourth quarter of 2007 and is subject to shareholder approval
and satisfaction of various closing conditions, including
regulatory review.  The ratings under review are B2 Corporate
family rating, B2 Probability of default rating, B2 rating od $90
million Gtd Sr Sec Term Loan due 2011, and B2 rating of $25
million Gtd Sr Sec Revolving Credit Facility due 2010.


HSI ASSET: S&P Reinstates Pre-October 19 Ratings on 11 Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services has reinstated its
pre-Oct. 19, 2007, ratings on 11 classes of residential mortgage-
backed securities from HSI Asset Securitization Corp. Trust's
series 2005-I1 and 2005-OPT1.  Following the reinstatement, S&P
placed these ratings on CreditWatch with negative implications.

These classes represent an original par value of $90.8 million.      
On Oct. 19, 2007, Standard & Poor's downgraded 1,413 classes of
U.S. RMBS backed by first-lien subprime mortgage loans issued from
the beginning of the fourth quarter of 2005 through the fourth
quarter of 2006.  The 11 classes from these HSI transactions were
downgraded in conjunction with this action.  However, these
transactions have deep mortgage insurance and should not have been
downgraded on Oct. 19.  Standard & Poor's will perform additional
analysis related to the deep mortgage insurance before taking any
additional rating actions on these securities.  Therefore, S&P are
reinstating the pre-Oct. 19 ratings on these 11 classes and
placing them on CreditWatch with negative implications.     

In addition to subordination, overcollateralization, and excess
spread, these transactions are credit-enhanced by deep mortgage
insurance, which reduces the original loan-to-value ratios to
approximately 60%.  In general, deep mortgage insurance should
reduce the losses on these transactions.  S&P will continue to
monitor these transactions and will ask for more detailed loss
mitigation information from the servicer.  S&P will take further
negative rating action if S&P find that credit support is being
eroded to the point that it no longer supports the current
ratings.  If available credit enhancement continues to support the
current ratings, S&P will affirm the ratings on these classes and
remove them from CreditWatch.     

Series 2005-I1 and 2005-OPT1 are experiencing increased levels of
severe delinquencies (90-plus-days, foreclosures, and real estate
owned {REO}) and increased delinquency pipelines.  As of the Sept.
25, 2007, remittance date, severe delinquencies, as a percentage
of the current balances, had risen to 12.93% from 4.08% over the
past 12 months for series 2005-OPT1 and to 10.88% from 2.36% for
series 2005-I1.  Total delinquencies, as a percentage of the
current balances, have risen over the past 12 months to 21.01%
from 6.71% for series 2005-OPT1 and to 19.42% from 5.50% for
series 2005-I1.     

The collateral for these transactions consists primarily of
adjustable- and fixed-rate, fully amortizing and balloon, first-
lien mortgage loans with original terms to maturity of no more
than 30 years.    

             Ratings Placed on Creditwatch Negative   
              HSI Asset Securitization Corp. Trust                           
             

                                       Rating
                                       ------
          Series      Class      To               From
          ------      -----      --               ----
          2005-I1     M-2        AA/Watch Neg     AA-   
          2005-I1     M-3        AA-/Watch Neg    BBB+
          2005-I1     M-4        A+/Watch Neg     BB
          2005-I1     M-5        A/Watch Neg      BB
          2005-I1     M-6        A-/Watch Neg     CCC
          2005-OPT1   M-1        AA+/Watch Neg    AA-
          2005-OPT1   M-2        AA/Watch Neg     BBB+
          2005-OPT1   M-3        AA-/Watch Neg    BB
          2005-OPT1   M-4        A+/Watch Neg     BB
          2005-OPT1   M-5        A/Watch Neg      BB
          2005-OPT1   M-6        A-/Watch Neg     CCC


I-5 SOCIAL: Gets Interim OK to Use Bank Lenders' Cash Collateral
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
gave I-5 Social Services Corporation interim permission to use
cash collateral securing several bank lenders.

The bank lenders include Premier Valley Bank, California Economic
Development Lending Initiative, and Bank of America.

The Debtor will use its money on deposit and the money it will
receive from the State of California and its other operations to
operate its business and pay its expenses.

The Court rules that the Debtor should not allow its general
account with Premier Valley to have a balance of less than
$101,000 prior to the final hearing.  This serves as adequate
protection to Premier Valley to which the Debtor owes about
$100,000.  The Debtor currently has three open bank accounts at
Premier Valley in which funds received by the Debtor are
deposited.

As of Sept. 25, 2007, the Debtor's money on deposit totaled about
$618,834 and about 90% of these funds are from an apportionment
from the State pursuant to its childcare contract with the Debtor.  
The Debtor will continue to receive monthly apportionments between   
$350,000 and $464,000 from the State over a one-year term of the
contract.  This contract constitutes about 90% of the Debtor's
income.

As of Sept. 25, 2007, the amount the Debtor owed to California
Economic was about $1.2 million based on two loans for the
construction of facilities in Firebaugh and Selma.  California
Economic's loan is secured by about $2.8 million in real property.    

As of Sept. 25, 2007, the Debtor owed Bank of America about
$164,140.  The Debtor believes that this obligation may have been
transferred to an entity known as Great Plains Capital
Corporation.

A final hearing on the use of cash collateral is set today,
Oct. 24, 2007, at 2:00 p.m. in Bakersfield, California.

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

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


INDYMAC BANKS: Fitch Lowers Ratings on $265.5 Million Certificates
------------------------------------------------------------------
Fitch Ratings has taken these rating actions on IndyMac Banks
INABS certificates.  Affirmations total $1.27 billion and
downgrades total $265.5 million.  Break Loss percentages and Loss
Coverage Ratios for each class is included with the rating actions
as:

IndyMac INABS 2005-A

  -- $120 million class A-I-1 - A-II-3 affirmed at 'AAA'
     (BL: 70.17, LCR: 5.8);

  -- $31 million class M-1 affirmed at 'AA+'
     (BL: 55.51, LCR: 4.59);

  -- $29.5 million class M-2 affirmed at 'AA+'
     (BL: 44.84, LCR: 3.71);

  -- $19 million class M-3 affirmed at 'AA'
     (BL: 39.26, LCR: 3.25);

  -- $15 million class M-4 affirmed at 'AA-'
     (BL: 34.31, LCR: 2.84);

  -- $15.5 million class M-5 downgraded to 'A-' from 'A+'
     (BL: 17.65, LCR: 1.46);

  -- $14 million class M-6 downgraded to 'BBB' from 'A'
     (BL: 15.19, LCR: 1.26);

  -- $12 million class M-7 downgraded to 'BB+' from 'A-'
     (BL: 13.03, LCR: 1.08);

  -- $8 million class M-8 downgraded to 'BB' from 'BBB+'
     (BL: 11.54, LCR: 0.95);

  -- $7.5 million class M-9 downgraded to 'B+' from 'BBB'
     (BL: 10.21, LCR: 0.84);

  -- $7 million class M-10 downgraded to 'B' from 'BBB-'
     (BL: 9.09, LCR: 0.75).

Deal Summary

  -- Originators: (100% IndyMac);
  -- 60+ day Delinquency: 26.5%;
  -- Realized Losses to date (% of Original Balance): 0.88%;
  -- Expected Remaining Losses (% of Current Balance): 12.09%;
  -- Cumulative Expected Losses (% of Original Balance): 4.59%.

IndyMac INABS 2005-B

  -- $190.2 million class A-I-1, A-II-2,A-II-3 affirmed at
     'AAA' (BL: 51.76, LCR: 5.04);

  -- $26.7 million class M-1 affirmed at 'AA+'
     (BL: 43.01, LCR: 4.19);

  -- $24.2 million class M-2 affirmed at 'AA'
     (BL: 34.92, LCR: 3.4);

  -- $16.1 million class M-3 affirmed at 'AA'
     (BL: 31.08, LCR: 3.03);

  -- $12.7 million class M-4 affirmed at 'AA-'
     (BL: 27.56, LCR: 2.69);

  -- $11.9 million class M-5 affirmed at 'A+'
     (BL: 24.17, LCR: 2.35);

  -- $12.7 million class M-6 downgraded to 'BBB+' from 'A'
     (BL: 13.40, LCR: 1.31);

  -- $11.4 million class M-7 downgraded to 'BBB-' from 'BBB+'
     (BL: 11.49, LCR: 1.12);

  -- $8.9 million class M-8 downgraded to 'BB' from 'BBB'
     (BL: 9.93, LCR: 0.97);

  -- $8.9 million class M-9 downgraded to 'B' from 'BBB-'
     (BL: 8.36, LCR: 0.81);

  -- $6.3 million class M-10 downgraded to 'CC' with a
     Distressed Recovery rating of 'DR2' from 'BB+';

  -- $8.5 million class M-11 downgraded to 'CC' with a DR
     rating of 'DR3' from 'BB'.

Deal Summary

  -- Originators: (100% IndyMac);
  -- 60+ day Delinquency: 22.3%;
  -- Realized Losses to date (% of Original Balance): 0.59%;
  -- Expected Remaining Losses (% of Current Balance): 10.26%;
  -- Cumulative Expected Losses (% of Original Balance): 4.86%.

IndyMac INABS 2005-C

  -- $246.6 million class A-I-1, A-II-2,A-II-3 affirmed at
     'AAA' (BL: 43.38, LCR: 2.87);

  -- $25.5 million class M-1 affirmed at 'AA+'
     (BL: 37.27, LCR: 2.47);

  -- $22.4 million class M-2 affirmed at 'AA+'
     (BL: 31.54, LCR: 2.09);

  -- $15 million class M-3 affirmed at 'AA'
     (BL: 27.67, LCR: 1.83);

  -- $11.2 million class M-4 downgraded to 'A+' from 'AA-'
     (BL: 24.78, LCR: 1.64);

  -- $11.2 million class M-5 downgraded to 'A-' from 'A+'
     (BL: 21.88, LCR: 1.45);

  -- $9.8 million class M-6 downgraded to 'BBB' from 'A'
     (BL: 19.30, LCR: 1.28);

  -- $10.5 million class M-7 downgraded to 'BB+' from 'A-'
     (BL: 16.47, LCR: 1.09);

  -- $7.3 million class M-8 downgraded to 'BB' from 'BBB+'
     (BL: 14.48, LCR: 0.96);

  -- $6.3 million class M-9 downgraded to 'C' with a DR rating
     of 'DR4' from 'BBB';

  -- $2.4 million class M-10 downgraded to 'C' with a DR rating
     of 'DR5' from 'BBB-';

  -- $7 million class M-11 downgraded to 'C' with a DR rating
     of 'DR5' from 'BB+'.

Deal Summary

  -- Originators: (100% IndyMac);
  -- 60+ day Delinquency: 22.00%;
  -- Realized Losses to date (% of Original Balance): 0.65%;
  -- Expected Remaining Losses (% of Current Balance): 15.11%;
  -- Cumulative Expected Losses (% of Original Balance): 9.04%.

IndyMac INABS 2005-D

  -- $389 million class A-I-1 - A-II-4 affirmed at 'AAA'
     (BL: 41.35, LCR: 2.9);

  -- $34.2 million class M-1 affirmed at 'AA+'
     (BL: 34.39, LCR: 2.41);

  -- $30.6 million class M-2 affirmed at 'AA+'
     (BL: 29.85, LCR: 2.09);

  -- $19.8 million class M-3 affirmed at 'AA'
     (BL: 26.46, LCR: 1.85);

  -- $15.3 million class M-4 downgraded to 'A+' from 'AA-'
     (BL: 23.82, LCR: 1.67);

  -- $15.3 million class M-5 downgraded to 'A-' from 'A+'
     (BL: 21.17, LCR: 1.48);

  -- $13 million class M-6 downgraded to 'BBB+' from 'A'
     (BL: 18.83, LCR: 1.32);

  -- $13.9 million class M-7 downgraded to 'BBB-' from 'A-'
     (BL: 16.19, LCR: 1.13);

  -- $11.2 million class M-8 downgraded to 'BB' from 'BBB+'
     (BL: 14.11, LCR: 0.99);

  -- $9.9 million class M-9 downgraded to 'BB-' from 'BBB'
     (BL: 12.64, LCR: 0.89).

Deal Summary

  -- Originators: (100% IndyMac);
  -- 60+ day Delinquency: 23.4%;
  -- Realized Losses to date (% of Original Balance): 0.52%;
  -- Expected Remaining Losses (% of Current Balance): 14.28%;
  -- Cumulative Expected Losses (% of Original Balance): 9.72%.

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.


INT'L SHIPHOLDING: Moody's Withdraws Ratings After Debt Payoff
--------------------------------------------------------------
Moody's Investors Service withdrew all of its ratings of
International Shipholding Corporation.

The withdrawals follow the payoff on the Oct. 15, 2007 maturity
date of the $38.9 million of outstanding senior unsecured notes.
Moody's does not rate any of ISC's other debt obligations.

Withdrawals:

Issuer: International Shipholding Corp.

   -- Corporate Family Rating, Withdrawn, previously rated B2;

   -- Probability of Default Rating, Withdrawn, previously rated
      B2;

   -- Senior Unsecured Regular Bond/Debenture, Withdrawn,
      previously rated Caa1, 92 - LGD6.

Outlook Actions:

Issuer: International Shipholding Corp.

   -- Outlook, Changed To Rating Withdrawn From Negative;

International Shipholding Corporation, headquartered in Mobile,
Alabama, is a holding company whose subsidiaries operate a
diversified fleet of ocean-going vessels that serve mainly niche
shipping markets.


IXIS REAL: Fitch Downgrades Ratings on $200.6 Million Certificates
------------------------------------------------------------------
Fitch Ratings has taken these rating actions on IXIS Real Estate
Capital mortgage pass-through certificates.  Affirmations total
$667.2 million and downgrades total $200.6 million.

Break Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

IXIS Real Estate Capital Trust 2005-HE2

  -- $49.9 million class A affirmed at 'AAA'
     (BL:86.4, LCR:5.71);

  -- $28.9 million class M-1 affirmed at 'AA+'
     (BL:70.76, LCR:4.67);

  -- $15.9 million class M-2 affirmed at 'AA'
     (BL:63.07, LCR:4.17);

  -- $12.9 million class M-3 affirmed at 'AA-'
     (BL:56.8, LCR:3.75);

  -- $22.8 million class M-4 downgraded to 'A' from 'A+'
     (BL:22.75, LCR:1.5);

  -- $12.9 million class M-5 downgraded to 'BBB+' from 'A'
     (BL:20.33, LCR:1.34);

  -- $11.2 million class M-6 downgraded to 'BBB' from 'A-'
     (BL:18.19, LCR:1.2);

  -- $13.3 million class B-1 downgraded to 'BB+' from 'BBB+'
     (BL:15.62, LCR:1.03);

  -- $8.6 million class B-2 downgraded to 'BB-' from 'BBB'
     (BL:13.96, LCR:0.92);

  -- $9.5 million class B-3 downgraded to 'B' from 'BBB-'
     (BL:12.17, LCR:0.8);

  -- $8.6 million class B-4 downgraded to 'CC/DR2' from 'BB+'.

Deal Summary

  -- Originators: Various;
  -- 60+ day Delinquency: 29.16%;
  -- Realized Losses to date (% of Original Balance): 0.94%;
  -- Expected Remaining Losses (% of Current Balance): 15.14%;
  -- Cumulative Expected Losses (% of Original Balance): 4.59%.

IXIS Real Estate Capital Trust 2005-HE3

  -- $117.9 million class A affirmed at 'AAA'
     (BL:66.03, LCR:4.75);

  -- $29.5 million class M-1 affirmed at 'AA+'
     (BL:55.56, LCR:3.99);

  -- $26.4 million class M-2 affirmed at 'AA+'
     (BL:44.2, LCR:3.18);

  -- $15.3 million class M-3 affirmed at 'AA'
     (BL:40.15, LCR:2.89);

  -- $14.5 million class M-4 affirmed at 'AA-'
     (BL:35.19, LCR:2.53);

  -- $13 million class M-5 affirmed at 'A+'
     (BL:30.55, LCR:2.2);

  -- $12.2 million class M-6 downgraded to 'BBB' from 'A'
     (BL:16.78, LCR:1.21);

  -- $10.7 million class B-1 downgraded to 'BB+' from 'A-'
     (BL:14.65, LCR:1.05);

  -- $9.9 million class B-2 downgraded to 'BB-' from 'BBB+'
     (BL:12.7, LCR:0.91);

  -- $5.7 million class B-3 downgraded to 'B+' from 'BBB+'
     (BL:11.64, LCR:0.84);

  -- $7.6 million class B-4 downgraded to 'B' from 'BBB-'
     (BL:10.57, LCR:0.76).

Deal Summary

  -- Originators: Various;
  -- 60+ day Delinquency: 20.29%;
  -- Realized Losses to date (% of Original Balance): 0.84%;
  -- Expected Remaining Losses (% of Current Balance): 13.91%;
  -- Cumulative Expected Losses (% of Original Balance): 5.93%.

IXIS Real Estate Capital Trust 2005-HE4

  -- $247.4 million class A affirmed at 'AAA'
     (BL:49.6, LCR:2.92);

  -- $32.2 million class M1 affirmed at 'AA+'
     (BL:44.19, LCR:2.61);

  -- $29.2 million class M2 affirmed at 'AA'
     (BL:37.49, LCR:2.21);

  -- $19 million class M3 affirmed at 'AA'
     (BL:33.09, LCR:1.95);

  -- $14.4 million class M4 affirmed at 'AA-'
     (BL:29.74, LCR:1.75);

  -- $13.9 million class M5 downgraded to 'A' from 'A+'
     (BL:26.5, LCR:1.56);

  -- $13.1 million class M6 downgraded to 'BBB+' from 'A'
     (BL:23.42, LCR:1.38);

  -- $12.7 million class B1 downgraded to 'BBB' from 'A-'
     (BL:20.36, LCR:1.2);

  -- $11 million class B2 downgraded to 'BB+' from 'BBB+'
     (BL:17.72, LCR:1.04);

  -- $7.6 million class B3 downgraded to 'B' from 'BBB'
     (BL:13.57, LCR:0.8);

  -- $8.4 million class B4 downgraded to 'C/DR4' from 'BBB-'.

Deal Summary

  -- Originators: Various;
  -- 60+ day Delinquency: 20.28%;
  -- Realized Losses to date (% of Original Balance): 0.98%;
  -- Expected Remaining Losses (% of Current Balance): 16.96%;
  -- Cumulative Expected Losses (% of Original Balance): 9.61%.

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.


JAYS FOODS: U.S. Trustee Appoints Seven-Member Creditors Panel
--------------------------------------------------------------
The U.S. Trustee for Region 11 appointed seven members to the
Official Committee of Unsecured Creditors in the chapter 11 cases
of Jays Foods Inc. and Select Snacks Inc.

The Committee members are:

   1. Black Horse Carriers, Inc.
      Attn: David H. McCarthy
      150 Village Court          
      Carol Stream, IL 60188

   2. Columbus Foods Co. (CFC)
      Attn: Terrence G. Matern
      730 N. Albany Ave.
      Chicago, IL 60612

   3. Outstanding Personnel
      P.O. Box 170184
      Chicago, IL 60617
      Attn: Jose Rodriguez
      10332 Avenue H
      Chicago, IL 60617

   4. Pratt Industries Inc.
      Attn: Brian Thomas
      1800 B Sarasota
      Parkway Conyers, GA 30013

   5. Pretzels, Inc.
      Attn: William A. Mann II
      123 Harvest Road
      Bluffton, IN 46714

   6. Ryder Integrated Logistics
      Attn: Michael Mandell
      11690 NW 105th
      Miami, FL 33178-1103

   7. Wyandot, Inc.
      Attn: Nick Chilton
      135 Wyandot Ave
      Marion, OH 43302

The Committee has selected Pachulski Stang Ziehl & Jones LLP as
its bankruptcy counsel.

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.

                        About Jays Foods

Chicago-based Jays Foods Inc. -- http://www.jaysfoods.com/--  
wholesales confectionery products and manufactures snack chip
products.  Jays Foods leases real property, and owns certain
equipment, in Chicago, Illinois where it operates a manufacturing
facility that makes snacks mostly under the Jays, O-KE-DOKE and
Krunchers brand names.  Jays is 100% owned by Jays Holding
Company, Inc.

The company, then known as Jays Food LLC, first filed for chapter
11 protection on March 5, 2004 (Bankr. N.D. Ill. Case No. 04-
08681).  David Missner, Esq., Marc I. Fenton, Esq. and Thomas
Zwartz, Esq. at Piper Rudnick LLP were counsels to the Debtor.  In
the March 2004 case, a Section 363 sale took place and most of the
assets of former Jays Foods were sold to Jays Foods Acquisition
Inc., predecessor to Jays Foods Inc.  The March 2004 case was
closed on or about March 9, 2007.

Select Snacks Inc., on the other hand, owns real property,
improvements and equipment in Jeffersonville, Indiana where it
operates a manufacturing facility that makes private label and co-
manufactured snacks for its customers.  Select Snacks is 100%
owned by Select Snacks Holdings Company, Inc.

Both Select Holding and Jays Holding are 100% owned by Ubiquity
Brands LLC.

Jays Foods and Select Snacks filed voluntary chapter 11 petitions
on Oct. 11, 2007 (Bankr. N.D. Ill. Case Nos. 07-18768 and
07-18769).  Mark K. Thomas, Esq., Brian I. Swett, Esq., Jeremy T.
Stillings, Esq., Myja K. Kjaer, Esq., at Winston & Strawn LLP,
represent the Debtors.  When they sought protection from their
creditors, they listed assets and debts between $10 million and
$50 million.


JDA SOFTWARE: Earns $8.3 Million in Third Quarter Ended Sept. 30
----------------------------------------------------------------
JDA(R) Software Group Inc. disclosed Monday financial results for
the third quarter ended Sept. 30, 2007.  The company reported GAAP
net income for third quarter 2007 of $8.3 million, as compared to
a GAAP net loss applicable to common shareholders of $11.0 million
in third quarter 2006.  JDA reported adjusted EBITDA of
$25.3 million for third quarter 2007, compared to $15.7 million
for third quarter 2006.

JDA reported total revenues of $93.6 million and software revenues
of $15.5 million for third quarter 2007, compared to total
revenues of $89.2 million and software revenues of $13.7 million
in third quarter 2006.  The Manugistics acquisition, which closed
on July 5, 2006, represented $43.4 million of total revenues
during third quarter 2007 and includes $5.2 million of software
revenue.

"We exceeded financial expectations with record revenues and
earnings.  I am very pleased with our third quarter 2007 results,
in particular our 61% increase in adjusted EBITDA and 13% increase
in software licenses over third quarter 2006," said JDA chief
executive officer Hamish Brewer.  "Even five quarters after our
Manugistics acquisition, we continue to find new ways to leverage
the synergies of our combined organization and solution offering -
and still see more opportunities ahead."

             Liquidity and Cash Flow from Operations

JDA ended third quarter 2007 with $82.6 million in cash after
paying off an additional $4.6 million of debt, leaving a debt
position of $101.5 million.  This compares to $53.6 million in
cash and $141.1 million in debt at Dec. 31, 2006.  Cash flow from
operations was $20.4 million in third quarter 2007 compared to
$24.9 million in second quarter 2007 and a negative cash flow from
operations of $5.9 million in third quarter 2006.

                   Nine-Month Results for 2007

For the nine months ended Sept. 30, 2007, JDA reported total
revenues of $275.1 million and software revenues of $51.2 million,
compared to total revenues of $188.8 million and software revenues
of $31.2 million for the nine months ended Sept. 30, 2006.  The
Manugistics acquisition represented $120.3 million of total
revenues during the nine months ended Sept. 30, 2007, including
$16.2 million of software revenue, compared to $36.7 million of
total revenues and $3.2 million of software revenues during the
nine months ended Sept. 30, 2006.  The results for the nine months
ended Sept. 30, 2006, only include the impact of the Manugistics
acquisition from the date of acquisition through Sept. 30, 2006.

JDA reported GAAP net income for the nine months ended Sept. 30,
2007 of $18.5 million, as compared to a GAAP net loss applicable
to common shareholders of $9.5 million in the nine months ended
Sept. 30, 2006.  JDA reported adjusted EBITDA of $65.7 million for
nine months ended Sept. 30, 2007, compared to $24.8 million for
the nine months ended Sept. 30, 2006.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$620.1 million in total assets, $247.3 million in total
liabilities, and $322.8 million in total stockholders' equity.

                        About JDA Software

Headquartered in Scottsdale, Arizona, JDA Software Group, Inc.
(Nasdaq: JDAS) -- http://www.jda.com/-- delivers integrated  
merchandising as well as supply chain and revenue management
planning, execution and optimization solutions for the consumer-
driven supply chain and services industries.  

                          *     *     *

As reported in the Troubled Company Reporter on July 4, 2007,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on JDA Software Group Inc., and its 'BB-' senior
secured bank loan ratings, with a recovery rating of '2'.  The
outlook is revised to positive from stable.


JEDI ORIENTAL: Case Summary & Four Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Jedi Oriental, L.L.C.
        fka Jedi Development Group, Inc.
        107 Trent Shores Drive
        New Bern, NC 28562

Bankruptcy Case No.: 07-03976

Chapter 11 Petition Date: October 22, 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 Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Pamlico Co. Tax Collector      ad valorem taxes           $32,000
Attention: Manager or Agent
P.O. Box 538
Bayboro, NC 28515

State of North Carolina                                   $10,442
D.E.N.R.
Attention: Manager or Agent
1601 Mail Service Center
Raleigh, NC 27699-1601

Land Management Group                                      $9,392
Attention: Manager or Agent
P.O. Box 2522
Wilmington, NC 28402

C.M.S. Lamm & Co.                                         Unknown


KORN FAMILY: Court Okays Steinberg Shapiro as Bankruptcy Counsel
----------------------------------------------------------------
Judge Thomas J. Tucker of the U.S. Bankruptcy Court for the
Eastern District of Michigan gave The Korn Family Limited
Partnership permission to hire Steinberg Shapiro & Clark as its
bankruptcy counsel.

The firm will represent the Debtor in all matters related to the
chapter 11 proceedings.

Steinberg Shapiro will charge the Debtor on these rates:

          Professional               Hourly Rate
          ------------               -----------
          Mark H. Shapiro, Esq.          $265
          Geoffrey T. Pavlic, Esq.       $245
          Tracy M. Clark, Esq.           $235
          Greg J. Siwak, Esq.            $215
          Jordan M. Sickman, Esq.        $200

Wherever possible, a paralegal or law clerk may be used at a lower
hourly rate.

The Debtor assures the Court that Steinberg Shapiro does not hold
any interest adverse to the estate.

The firm may be reached at:

             Mark H. Shapiro
             Steinberg Shapiro & Clark
             24901 Northwestern Highway, Suite 611
             Southfield, MI 48075-2210
             Tel: (248) 352-4700
             Fax: (248) 352-4488
             http://steinbergshapiro.com/

Royal Oak, Michigan-based The Korn Family Limited Partnership owns
apartments for rent.  The company filed for chapter 11 bankruptcy
protection on Aug. 27, 2007 (Bankr. E.D. Mich. Case No. 07-56907).  
When the Debtor filed for bankruptcy, it listed total assets of
$2,500 and total debts of $12,215,000.


KORN FAMILY: Judge Tucker Sets December 26 as Claims Bar Date
-------------------------------------------------------------
The Honorable Thomas J. Tucker of the U.S. Bankruptcy Court for
the Eastern District of Michigan established several deadlines
related to the chapter 11 cases of The Korn Family Limited
Partnership.

Creditors who have claims, except for governmental units, have
until Dec. 26, 2007, to file their proofs of claims.  On the same
date is the deadline for taxing authorities to file a motion to
allow an administrative expense.

Other deadlines set include:

   a. deadline for the Debtor to file motions and unfiled overdue
      tax returns is Oct. 26, 2007;

   b. deadline for parties to request the Debtor to include
      information in the disclosure statement is Nov. 26, 2007;

   c. deadline for the Debtor to file a combined plan and
      disclosure statement is Dec. 26, 2007;

   d. deadline to return ballots on the plan, as well as to file
      objections to final approval of the disclosure statement and
      objections to confirmation of the plan is Jan. 29, 2008.
      Completed ballots should be returned by mail to the Debtor's
      attorney, David Findling at 415 South, West Street, Suite
      200 in Royal Oak, Michigan.

The deadlines are subject to change upon notice if the Debtor
files a plan before the December 26 deadline.

Royal Oak, Michigan-based The Korn Family Limited Partnership owns
apartments for rent.  The company filed for chapter 11 bankruptcy
protection on Aug. 27, 2007 (Bankr. E.D. Mich. Case No. 07-56907).  
David Findling, Esq. at Findling Law Offices is counsel to the
Debtor.  When the Debtor filed for bankruptcy, it listed total
assets of $2,500 and total debts of $12,215,000.


LAND HOLDING: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Land Holding Group, inc.
        1771 East Flamingo Road
        Suite 115, Building A
        Las Vegas, NV 89119

Bankruptcy Case No.: 07-16852

Chapter 11 Petition Date: October 22, 2007

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Ambrish S. Sidhu, Esq.
                  810 South Casino Center Boulevard, Suite 104
                  Las Vegas, NV 89101
                  Tel: (702) 384-4436
                  Fax: (702) 384-4437

Total Assets: $1,625,149

Total Debts:  $826,500

Debtor's 13 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
I.T.C. Homes, Inc.             advanced                    $1,500
c/o Joseph Hardy, Esq.         advertising costs
Bullivant Houser Bailey, P.C.  to sell its property
Las Vegas, NV 89169
                                                          unknown


M.&S. Unlimited, L.L.C.                                   unknown
c/o Thomas Michaelides
720 South Seventh Street,
Third Floor
Las Vegas, NV 89101

Mesonic America, Inc.                                     unknown
c/o Joseph Hardy, Esq.
Bullivant Houser Bailey, P.C.
Las Vegas, NV 89169

Arthur Duane Martin                                       unknown

Doran Amiran                                              unknown

Isaac Gedalia                                             unknown

I.T.C. Financial Services, Inc.                           unknown

Moshe Gedalia                                             unknown

Ron Amiran                                                unknown

Sterling Realty Investments,                              unknown
Inc.

Sue Ellen Amiran                                          unknown

Suzie Gedalia                                             unknown

Title Security of                                         unknown
Arizona Trust, #814


LINSU CORP: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Linsu Corporation
        dba Desert Shadows Inn
        1533 Chaparral Road
        Palm Springs, CA 92262

Bankruptcy Case No.: 07-16600

Chapter 11 Petition Date: October 19, 2007

Court: Central District Of California (Riverside)

Judge: Peter Carroll

Debtor's Counsel: Stephen R. Wade, Esq.
                  The Law Offices of Stephen R. Wade
                  400 North Mountain Avenue, Suite 214B
                  Upland, CA 91786
                  Tel: (909) 985-6500
                  Fax: (909) 985-2865

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 17 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Desert Commercial Bank                                   $141,119
44801 Village Court
Palm Desert, CA 92260

Wells Fargo Payment                Trade Debt            $102,576
Remittance Center
P.O. Box 54349
Los Angeles, CA 90054-0349

Sperry Van Ness Downtown                                  $86,000
121 South Palm Canyon Drive
Palm Springs, CA 92262

Southern California Edison         Trade Debt             $12,560

American Express                   Revolving Credit       $10,900
                                   Account

AANR                               Trade Debt              $9,115

Roemer Harnik & Nethery, LLP       Trade Debt              $9,027

Sam's Club                         Revolving Credit        $4,328
                                   Account

Barry Ira Goldstein & Company      Trade Debt              $4,040

Staples Credit Plan                Trade Debt              $3,792

Key Equipment Finance              Trade Debt              $3,207

Coachella Valley Printing Group    Trade Debt              $2,999

Pitney Bowes Purchase Power        Trade Debt              $1,552

TriConcepts Creative Group         Trade Debt              $1,476

Byway Entertainment                Trade Debt              $1,200

The Naturist Society               Trade Debt              $1,174

Lee Wayne Corporation              Trade Debt              $1,111


LOEHMANN'S CAPITAL: Weak Liquidity Cues Moody's to Junk Rating
--------------------------------------------------------------
Moody's Investors Service downgraded the long term ratings of
Loehmann's Capital Corporation including its corporate family
rating to Caa1 and speculative grade liquidity rating to SGL-4.
The rating outlook is negative.  The downgrades reflect Loehmann's
declining operating profits resulting in weakened liquidity, very
poor credit metrics (notably Debt/EBITDA of 8.7x and
EBITA/Interest Expense of 0.1x), and negative free cash flow.

The following ratings are downgraded:

   -- Corporate family rating to Caa1 from B2;

   -- Probability of default rating to Caa1 from B2;

   -- $20 million Class A senior secured floating rating notes to
      Caa1 (LGD3-48%) from B2 (LGD3-46%);

   -- $55 million Class A 12% senior secured notes to Caa1 (LGD3-
      48%) from B2 (LGD3-46%);

   -- $35 million Class B senior secured notes to Caa3 (LGD5-89%)
      from Caa1 (LGD5-89%);

   -- Speculative grade liquidity rating to SGL-4 from SGL-3.

The rating reflects Moody's concerns that Loehmann's liquidity
profile will erode further given the company's expected negative
free cash flow, the reduction of cash levels, and lower levels of
revolver availability.  In order to help alleviate this weak
liquidity profile, Istithmar Retail Investments provided the
company with a $20 million stand by letter of credit which expires
in March 2008.  The company will likely need to draw under the
stand by letter of credit to supplement its free cash flow deficit
and it is Moody's opinion that it is highly likely that the
company will have fully drawn upon this stand by letter of credit
by the end of the first quarter 2008.  Therefore, despite this
additional liquidity infusion, Moody's still expects the company's
liquidity cushion to be very tight over the next four quarters.  
In addition, the rating reflects the company's very weak operating
performance across its store base.  Overall the apparel industry
has been soft during 2007 resulting in Loehmann's generating
negative comparable store sales.  In addition, competition for
inventory has worsened resulting in Loehmann's facing upward
pricing pressure on the cost of merchandise which has contributed
to its decline in gross margins.  As a result, EBIT for the first
six months of 2007 was negative $9.9 million versus negative
$1.2 million in the prior year.  It is unlikely that the
competitive environment will change in the near term and as a
result Loehmann's earnings will likely remain constrained.

The negative outlook reflects Moody's expectation that operating
performance will remain weak over the next twelve months placing
further pressure on the company's liquidity.  In addition, the
negative outlook reflects that without an additional infusion of
liquidity ratings will likely move downward.

The SGL-4 represents weak liquidity.  The company's available on
balance sheet cash, along with operating cash flow, is unlikely to
be sufficient to fund the working capital and capital expenditure
requirements over the next twelve months. Moody's expects that
company will likely need to draw upon the $20 million stand by
letter of credit issued by Istithmar and will maintain sustained
borrowings under its $35 million revolving credit facility
resulting in very limited availability.

Loehmann's Capital Corporation, headquartered in The Bronx, New
York, is an off-price retailer of apparel, accessories, and shoes,
and operates 66 stores in major metropolitan markets located in 16
states and the District of Columbia.  Revenues for the LTM period
ended Aug. 4, 2007 were $475 million.


MIAMI VALLEY: FDIC Sets January 14 as Claims Filing Deadline
------------------------------------------------------------
All creditors holding claims against Miami Valley Bank in
Lakeview, Ohio have until Jan. 14, 2008, to submit their proofs of
claim to:

     Federal Deposit Insurance Corporation
     Receiver of Miami Valley Bank
     Attention: Glenn Glinsmann
     1601 Bryan Street
     Dallas, TX 75201

On Oct. 4, 2007, the Superintendent of Financial Institutions,
State of Ohio closed Miami Valley and apppointed the FDIC to
handle the matters relating to the bank.

Accordingly, the FDIC has arranged for the transfer of all insured
deposits in Miami Valley to The Citizens Banking Company in
Sandusky, Ohio.

Unclaimed deposits within 18 months from the closing date will be
returned to the FDIC for further disposition.

Persons having loans with the bank and those who would like to
offset their deposit account/s and/or uninsured funds against
those loans must contact the FDIC immediately.

Loans with the bank will be offered for sale on the secondary
market within the next 60 days and chances to offset deposits
against loans may diminish over a period of time.

Based in Lakeview, Ohio, Miami Valley Bank had $86.7 million in
total assets and $76 million in total deposits shortly before its
closure, according to FDIC's records.


MOHAMED GHUMRA: Case Summary & Four Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Mohamed Kaseer Ghumra
        64 Watergate Drive
        South Barrington, IL 60010

Bankruptcy Case No.: 07-19544

Type of Business: The Debtor has interests in the following
                  medical service providers: Access Neurocare,
                  P.C., Enhanced Medical, Imaging of Elgin, L.L.C.
                  He also has interests in the following real
                  estate business: Hampshire Partners, L.L.C.,
                  Edgerton Partners, L.L.C., Kaza Real Estate,
                  L.L.C., Zaka Realty, L.L.C., River Partners,
                  Inc. and K.A.N., L.L.C.  He also has interests
                  in the following business: Hampshire Trading,
                  L.L.C., Edgerton Trading, L.L.C. and River
                  Restaurant, Inc.

Chapter 11 Petition Date: October 22, 2007

Court: Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: Robert R. Benjamin, Esq.
                  Querrey & Harrow, Ltd.
                  175 West Jackson Boulevard, Suite 1600
                  Chicago, IL 60604
                  Tel: (312) 540-7000
                  Fax: (312) 540-0578

Total Assets: $6,979,939

Total Debts:  $10,618,033

Debtor's Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
T.C.F.                         1/3 interest            $3,746,861
National Bank                  guarantor of
800 Burr Ridge Parkway         Hampshire
Burr Ridge, IL 60527           Partners, L.L.C. and
                               Hampshire Trading,
                               L.L.C. and River
                               Restaurant, Inc. and
                               River Partners, Inc.

M.&I. Marshall & Isley Bank    judgment                $3,452,523
100 Main Street                personally secured
Janesville, WI 53545           up to $200,000
                               by 7.508 acres at
                               Lot 6, Arrowhead
                               Business Park,
                               Hampshire, IL and
                               Lincoln Financial
                               Group Life Insurance;
                               value of security:
                               $300,000

Jerome Shinkay                 alleged personal          $217,395
3532 North Spring Hill Drive   guaranty to
Janesville, WI 53545           Promissory Note
                               with Edgerton
                               Partners, L.L.C.

LaSalle Bank N.A.              contingent                $100,000
                               corporate
                               obligation


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

The Creditors Committee members are:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                      About Movie Gallery

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. 4;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/   
or 215/945-7000)


MOVIE GALLERY: Releases Proposed Restructuring Term Sheet
---------------------------------------------------------
Movie Gallery, Inc. and its debtor-affiliates disclosed its
restructuring plans on a restructuring term sheet delivered on the
date of bankruptcy.

The term sheet outlines the proposed restructuring transaction and
other material terms of their joint plan of reorganization.  The
documents has the support of majority of the holders of the
Debtors' 11% senior notes and majority of the second lien lenders.

According to the term sheet, the Debtors will file their Plan,
Disclosure Statement, and all related solicitation materials on
or before Nov. 15, 2007.

The Debtors also intend to ask the U.S. Bankruptcy Court for the
Eastern District of Virginia to set the hearing to consider:

   (a) approval of their Disclosure Statement on or before
       Dec. 15, 2007; and

   (b) confirmation of their Plan no later than 40 days after
       entry of an order approving the Disclosure Statement.

The Debtors said they will use commercially reasonable efforts to
obtain entry of the confirmation order no later than 45 days
after entry of the order approving the Disclosure Statement.

                            Plan Terms

As disclosed in the term sheet, the Plan:

   * will provide that the Reorganized Debtors will enter into
     an exit facility, which provides for a $100,000,000
     revolving credit facility and may include a $25,000,000
     million letter of credit supplement, upon commercially
     reasonable terms reasonably acceptable to Sopris Capital
     Advisors;

   * contemplates using proceeds from the Exit Facility and
     Rights Offering to fund certain Cash payments to be made
     pursuant to the Plan, as well as the Debtors' post-emergence
     operations; and

   * provides for the issuance of the New MG Common Stock to
     Holders of certain Claims and Interests.

The Plan will be predicated on the Debtors raising $50,000,000
through the Rights Offering.  It is contemplated that the Rights
Offering will dilute the New MG Common Stock issued on account of
Claims and Interests under the Plan.

Moreover, the Reorganized Movie Gallery will issue on the
effective date of the Plan up to 20,000,000 shares of New MG
Common Stock to certain Holders of Allowed Claims and Interests in
full satisfaction of the Claims and Interests.

The Plan will also provide for 10% of the New MG Common Stock, on
a fully-diluted basis, to be reserved for issuance as grants of
equity, restricted stock or options in connection with the
Reorganized Debtors' Management and Director Equity Incentive
Program.  At a minimum, 50% of the awards will be granted not
later than 60 days after the Plan Effective Date.  It is
contemplated that the Reorganized Debtors' Management and
Director Equity Incentive Program will dilute the New MG Common
Stock issued through the Rights Offering and on account of
Claims and Interests under the Plan.

              Classification and Treatment of Claims

Under the Debtors' proposed Plan, all Claims against the Debtors,
other than Administrative Claims, DIP Facility Claims and
Priority Tax Claims, are grouped into nine separate classes.  

   Class  Description
   -----  -----------
     1    Other Priority Claims
     2    Other Secured Claims
     3    First Lien Claims
     4    Second Lien Claims
     5    Studio Claims
    6A    11% Senior Note Claims against Movie Gallery, Inc.
    6B    11% Senior Note Claims against Movie Gallery US, LLC
    6C    11% Senior Note Claims against M.G.A. Realty I, LLC
    6D    11% Senior Note Claims against M.G. Digital, LLC
    6E    11% Senior Note Claims against Hollywood Entertainment
    6F    11% Senior Note Claims against M.G. Automation LLC
    7A    General Unsecured Claims against Movie Gallery, Inc.  
    7B    Movie Gallery US, LLC General Unsecured Claims
    7C    M.G.A. Realty I, LLC General Unsecured Claims
    7D    M.G. Digital, LLC General Unsecured Claims
    7E    Hollywood Entertainment Corp. General Unsecured Claims
    7F    MG Automation LLC General Unsecured Claims
     8    Equity Interests
     9    Intercompany Interests

Classes 1, 2 and 9 are unimpaired and are conclusively deemed to
have accepted the Plan.  Hence, holders of Classes 1, 2 and 9 are
not entitled to vote to accept or reject the Plan.

Classes 3, 4, 5, 6, 7 and 8 are impaired, and are entitled to
vote to accept or reject the Plan.

Holders of Allowed Class 1 Claims will receive payment of the
Allowed Class 1 Claim in full in Cash on the Plan Effective Date.

Holders of Allowed Class 2 Claims will be paid in full in Cash or
otherwise made Unimpaired, in full and final satisfaction of the
Allowed Class 2 Claims.

Holders of Allowed Class 3 Claims will receive their pro rata
share of the Company's obligations under the Amended and Restated
First Lien Credit Agreement.

Class 4 consists of Second Lien Claims against the Debtors,
including the Reinstated Second Lien Claims and the Sopris Second
Lien Claims.  Holders of Allowed Reinstated Second Lien Claims       
will receive their pro rata share of the Company's obligations
under the Amended and Restated Second Lien Credit Agreement.           
The Allowed Sopris Second Lien Claims will receive the Second
Lien Conversion Equity Allocation, in full and final satisfaction
of the Allowed Class 4 Claims.

Class 5 consists of Claims of Studios who have entered into
Accommodation Agreements with the Debtors.  Holders of Allowed
Class 5 Claims will receive the consideration contained in each
Holder's Accommodation Agreement.

Holders of Allowed Class 6A, 6B, 6C, 6D, 6E, 6F Claims will
receive their pro rata share of [__]% of the Unsecured Claim
Equity Allocation, subject to dilution by the issuance of
options, equity or equity-based grants in connection with the
Reorganized Debtors' Management and Director Equity Incentive
Program.

Holders of Allowed Class 7A Claims will receive, at their option,
either (a) their pro rata share of [__%] of the Unsecured Claim
Equity Allocation, or (b) in exchange for assigning to Sopris the
Holder's Allowed Class 7 Claim, an amount in Cash to be paid by
Sopris equal to that Holder's pro rata percentage of the total
Allowed Class 7 Claims multiplied by [$__].

If Class 8 votes to accept the Plan, Allowed Class 8 Equity
Interest holders will receive their pro rata share of 5% of the
Unsecured Claim Equity Allocation.  Otherwise, holders will not
receive any distribution on account of the Allowed Class 8 Equity
Interests.

Class 9 Intercompany Interests will be retained and the legal,
equitable, and contractual rights to which the Holder of the
Intercompany Interest is entitled will remain unaltered.

The Debtors and Sopris will work together to appropriately
allocate the Pre-Money Equity Value among the Debtors.  Holders
of Claims in Classes 6A through 6F and Classes 7A through 7F will
receive, in the aggregate, 95% of the Unsecured Claim Equity
Allocation and Class 8 will receive, in the aggregate, 5% of the
Unsecured Claim Equity Allocation so long as Class 8 votes to
accept the Plan.

If Class 8 votes to reject the Plan, holders of Claims in Classes
6A through 6F and Classes 7A through 7F will receive, in the
aggregate, 100% of the Unsecured Claim Equity Allocation and
Class 8 will receive no distribution.

The Unsecured Claim Equity Allocation will be allocated among the
Debtors in the same proportion that the Pre-Money Equity Value is
ascribed to each Debtor.  The Debtors will also determine, in
consultation with Sopris, an estimate of the General Unsecured
Claims against each Debtor.  The Debtors, in consultation with
Sopris, will then take the Unsecured Claim Equity Allocation for
each Debtor and divide the allocation pro rata between the 11%
Senior Note Claims against the Debtor and the estimated General
Unsecured Claims against the Debtor in the same proportion as
their relative claims against the Debtor.

The holders of 11% Senior Note Claims will be entitled to assert
the full amount of their claims against each of the Debtors.  The
General Unsecured Claims will be entitled to receive their
recoveries on the Effective Date, or as soon thereafter as
practical, subject to appropriate reserves for disputed claims,
and the balance upon the resolution of the final amount of
allowed claims in the particular class.

Furthermore, in the case of each Debtor, the cash election
contemplated for Classes 7A through 7F will be calculated by
Sopris, in consultation with the Debtors, in an amount designed
to be at a discount to the implied value of the portion of the
Unsecured Claim Equity Allocation that the creditor would receive
on account of its claim.  The aggregate amount of cash to be made
available by Sopris to fund cash elections for any given class of
claims will be capped at an amount to be determined by Sopris.  

Intercompany Claims will be allowed in their Debtor class and
will receive the same treatment as General Unsecured Claims
against that Debtor, but no cash option.  If one of Classes
6A through 6F or 7A through 7F rejects the Plan but Class 8
accepts the Plan, the recovery for Class 8 will be decreased by
an amount equal to the pro rata percentage of the Unsecured Claim
Equity Allocation allocated to the non-consenting Class.

                        Board of Directors

The initial board of directors of the Reorganized Movie Gallery
will consist of seven directors, consisting of:

   (a) Joe Malugen, current chairman of the Board, president and
       CEO of the Debtors;

   (b) 4 directors designated by Sopris in its sole discretion;
       and

   (c) 2 directors designated by Sopris, subject to the
       reasonable approval of the Debtors.

Any directors designated pursuant to clause (b) or (c) will be
subject to approval of the Bankruptcy Court.

A full-text copy of the restructuring term sheet is available for
free at http://researcharchives.com/t/s?246e

                      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: Wants to Assume Great American Consulting Agreement
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
authorized Movie Gallery, Inc. and its debtor-affiliates to assume
the consulting agreement between the Debtors and Great American
Group, LLC.  The agreement allows Great American to continue
providing the Debtors with its store closing services.

Prior to the Debtors' filing for bankruptcy, Movie Gallery US, LLC
and Hollywood Entertainment Corporation entered into a store
closing consulting agreement on Oct. 2, 2007, with Great American.  
Under the agreement, Great American was retained as an agent to
conduct "store closing sales" at approximately 500 of the Debtors'
retail locations throughout the United States.  Great American is
currently in the process of conducting the store closing sales.

The Debtors' believe Great American's efforts could potentially
result in the recognition of approximately $18,000,000 in value
resulting from the sale of the merchandise.

All sales of merchandise will be made on behalf of the Debtors
and run through Debtors' POS system.  Great American does not
have, nor will it have, any right, title or interest in the
merchandise.  All sales of merchandise will be by cash, credit
card, gift card or check, and will be marked "final."

Great American will also:

   a. recommend and implement advertising, promotion and sign
      programs to sell effectively the merchandise during the
      sales.

   b. recommend and implement appropriate pricing, display and
      discounting of Merchandise, as well as recommend
      appropriate staffing levels of employees for the closing
      stores.

   c. recommend and implement the transfer and balancing of
      inventory between the closing stores to maximize results
      during the sales.

   d. monitor the closing stores' performance and the physical
      layout of the closing stores and recommend and assist in
      the implementation of merchandising and visual presentation
      recommendations.

   e. assist with and direct sale of the fixtures and the
      equipment located in the closing stores.

   f. provide other related services deemed necessary or prudent
      by the Debtors in their sole discretion and agreed upon by
      Great American, under the circumstances giving rise to the
      sales.

In consideration for services relating to the store closing
sales, Great American will be paid a base fee of $1,950 per
Store, and performance-based incentive fee calculated as a
percentage of the net proceeds received from the sales.  The
Incentive Fee would be payable as earned.  Great American's total
fee for the base fee and the incentive fee will not exceed
$1,500,000.00.  The Incentive Fee will be calculated as:

                                      Consultant's
      Net Proceeds                    Incentive Fee
      ------------                    --------------
      Up to $14,800,000                    0%
      From $14,800,000 to 15,800,000      20%
      From $15,800,000 to 16,800,000      25%
      From $16,800,000 to 17,800,000      30%

The Debtors will be responsible for the payment of all reasonable
and necessary expenses incurred in conducting the sales.  The
sales expenses include:

   (a) payroll, benefits and incentive pay for all store employees
       used in conducting the sales;

   (b) signs, banners, advertising and all other promotional
       costs;

   (c) costs of consolidating Merchandise between the closing
       stores;

   (d) credit card fees, charge backs and discounts;

   (e) per diem occupancy costs related to the closing stores; and

   (f) all costs of Great American's supervisors, including fees,
       reasonable travel expenses and other out of pocket
       expenses.

Great American will also sell closing store fixtures and
equipment for a commission of 25% of the proceeds from the sale
of the assets, plus reimbursement of its actual out-of-pocket
expenses incurred in connection with the sale.  Great American
will leave the stores broom swept with any unsold fixtures moved
to a corner of the store.  To the extent that any fixtures or
equipment cannot be sold, Great American will dispose of the
fixtures or equipment to allow for the Debtors' prompt exit from
the closing stores at the Debtors' discretion and cost.

Prior to commencement of the sales, the parties will agree on a
budget setting forth the sales expenses over which Great American
has control, and agree on other sales expenses, for purposes of
calculating the net proceeds.  For further clarity, any cost of
goods related to revenue sharing agreements or otherwise, as well
as any store closing costs incurred after the conclusion of the
sales, will not be considered a sales expense.

                      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)


MSX INT'L: Strengthens Portfolio with Actuate Business Purchase
---------------------------------------------------------------
MSX International Inc. has acquired Actuate Business Solutions
Ltd.  Terms of the transaction were not disclosed.

The acquisition enables MSXI to strengthen its integrated
outsourced solutions portfolio, and provide its clients with
comprehensive data capture and analysis tools that enable them to
improve long-term customer satisfaction and loyalty, identify new
revenue streams, secure new business relationships, and grow their
businesses.  
    
"Successful OEMs and dealers worldwide recognize the value
associated with thoroughly understanding their customers' needs,
and the positive impact leveraging this knowledge can have on
their long-term, sustainable financial performance," Peter M.
Leger, president and CEO of MSXI, said.  "Through our acquisition
of ABS, we can now offer our clients a state-of-the art,
outsourced predictive marketing platform that provides them with
valuable insight into their customers, and a tool to implement
multiple marketing and business campaigns that allows them to
drive consumer satisfaction to the next level."
    
According to industry estimates, the demand for predictive
marketing solutions, particularly on an outsourced basis, is a
growing need within the automotive industry.  In Europe, the
market opportunity has been estimated at more than $500 million
per year, and approximately $1.5 billion annually in North America
and Asia.
    
ABS co-founder Rob Lewis will remain with the company, responsible
for managing the predictive marketing solutions business for MSXI,
reporting to Pieter van Rosmalen, vice president of Solutions
Management and Development for MSXI.

In addition, co-founder Kevin Lewis will work closely with the
MSXI management team to ensure a smooth transition and
integration.
    
             About Actuate Business Solutions Ltd.

Headquartered in Fleet, England, Actuate Business Solutions Ltd.
is a limited company.

                    About MSX International

Headquartered in Warren, Michigan, MSX International Inc. --
http://www.msxi.com/ provides outsourced technical business   
services and human capital services to the automotive industry.
The company has over 3,600 employees in eighteen countries,
including its European headquarters in Cologne, Germany.

                          *     *    *           

Moody's Investors Service placed SX International Inc.'s long term
corporate family and probability of default ratings at 'B3' in
March 2007.  The outlook is stable.  The ratings still hold to
date.


N-STAR REL: Fitch Affirms All Ratings on 15 Note Classes
--------------------------------------------------------
Fitch has affirmed all classes of N-STAR REL CDO VIII, LTD./LLC
floating-rate notes as:

  -- $100,000,000 class A-1 affirmed at 'AAA'
  -- $260,000,000 class A-R affirmed at 'AAA'
  -- $103,050,000 class A-2 affirmed at 'AAA'
  -- $60,300,000 class B affirmed at 'AA+'
  -- $24,300,000 class C affirmed at 'AA'
  -- $17,100,000 class D affirmed at 'AA-'
  -- $22,050,000 class E affirmed at 'A+'
  -- $25,200,000 class F affirmed at 'A'
  -- $26,100,000 class G affirmed at 'A-'
  -- $20,700,000 class H affirmed at 'BBB+'
  -- $26,100,000 class J affirmed at 'BBB'
  -- $18,900,000 class K affirmed at 'BBB-'
  -- $22,050,000 class L affirmed at 'BB+'
  -- $14,850,000 class M affirmed at 'BB'
  -- $22,500,000 class N affirmed at 'BB-'.

Deal Summary:

N-STAR VIII, a wholly owned subsidiary of NorthStar Realty Finance
Corp., is a $900,000,000 revolving commercial real estate cash
flow collateralized debt obligation that closed on Dec. 7, 2006.  
As of the Sept. 4, 2007 trustee report and based on Fitch
categorizations, the CDO was substantially invested as follows:
commercial mortgage whole loans/A-notes (65.5%), B-notes (2.1%),
commercial real estate mezzanine loans (21.5%), preferred equity
(0.6%), CRE CDOs (4.5%) and cash (5.8%).  The CDO is also
permitted to invest in REIT debt, CMBS, and loans secured by
credit tenant leases.  As of September 4, 2007, $39,085,000 has
been advanced from the A-R class and $220,915,000 remains
outstanding.

The portfolio is selected and monitored by NS Advisors, LLC.  N-
STAR VIII has a five-year reinvestment period during which, if all
reinvestment criteria are satisfied, principal proceeds may be
used to invest in substitute collateral.  The reinvestment period
ends January 2012.

Asset Manager:

NS Advisors, LLC, rated 'CAM 2' by Fitch is a wholly owned
subsidiary of NorthStar, an internally-managed real estate finance
company operating as a REIT.  NorthStar has three primary business
lines: real estate debt, real estate security purchasing, and net
lease property ownership.  The Real Estate Debt business
originates, acquires, and structures senior and subordinate debt
investments secured primarily by commercial real estate
properties.  The Real Estate Securities business invests in
commercial real estate debt securities, including CMBS, CDOs, REIT
unsecured debt, and credit tenant lease loans.

The Net Lease Properties business concentrates on the acquisition
of real estate properties primarily net leased to corporate
tenants.  As of June 30, 2007, NS Advisors, LLC had approximately
$4.8 billion in assets under management, consisting of real estate
securities and real estate debt positions financed through nine
issued CDOs.

Performance Summary:

N-Star VIII became effective on Sept. 4, 2007.  As of the
effective date, the as-is poolwide expected loss has increased to
37.625% from 27.875% at close.  The CDO has below average
reinvestment flexibility with 8.750% of cushion when considering
that the pool could add another 8.2% construction loans.

The at close PEL of 27.875% provided a significant amount of
reinvestment cushion to account for the CDO's ability to add up to
25% in construction loans.  At close, no loan was secured by a
construction project.  Currently, the construction concentration
is 16.8%.  Given that the CDO can still migrate to include another
8.2% of construction loans, the current cushion of 8.750% is
considered below average but still sufficient.  In general,
construction loans carry higher risk than other loan types. The
additional negative migration is attributed to the increase in the
percentage of land, hotel, and highly leveraged whole loans.  
Fitch expects the PEL to tighten as more construction and land
loans are added to the deal.

This deterioration of PEL may be mitigated, however, by the
contribution of other more traditional assets along with the
further stabilization of loans already in the CDO.  Since closing,
22 loans ($247.6 million) have been added to the pool while 10
loans ($155.0 million) have paid off.  On average, the loans added
to the pool had a higher expected loss than those that were paid
off.

The weighted average spread has decreased slightly since close to
3.38% from 3.49%, however the weighted average coupon has
increased to 11.10% from 10.54%.  The increase in the WAC is due
to the addition of fixed rate mezzanine loans which generally
carry a higher interest rate.

Collateral Analysis:

Per the Sept. 4, 2007 trustee report, the CDO is within all
property type covenants; office loans have the highest
concentration 16.83%.  The CDO is also within all its geographic
covenants.  There is a high geographic concentration limit of 60%
in New York and California.  Currently, based on Fitch
categorizations, 32.2% of the portfolio is located in California
with the next highest concentration in New York at 13.0%.

The Fitch Loan Diversity Index is 304 compared to the covenant of
455, which represents average diversity as compared to other CRE
CDOs.  Additionally, 7.1% of the portfolio amount remains
uninvested, however, given that the revolving credit facility (AR
class) is not fully drawn, only 5.8% of the CDO is invested in
cash.

The overcollateralization and interest coverage ratios of all
classes have remained above their covenants, as of the Sept. 4,
2007 effective date trustee report.


NEUMANN HOMES: Plans to Seek Chapter 11 Protection
--------------------------------------------------
Neumann Homes Inc. plans to seek Chapter 11 protection after it
failed to keep up payments to its eight creditor banks, according
to a report by Bob Ivry and Brian Louis of Bloomberg News.

The homebuilder recently shut its offices and dismissed 110 of its
130 employees, the report adds, citing a company statement.

The company said that its downfall was due largely to housing
decline in Detroit, Chicago and Denver, its three largest markets.

Notwithstanding, Neumann Homes further said in the same statement
cited by Bloomberg that the company is working with its lenders to
assure that partially built homes will be completed and some
customers receive refunds.

"It's hard to feel bad because we're in the worst economic times
of the housing industry we've ever seen by far," Chief Executive
Officer Kenneth Neumann told Bloomberg in an interview.  "We had
a tremendous amount of growth and success, but the deterioration
of the market is not something we can withstand at this point."

CEO Kenneth Neumann, Bloomberg notes, disclosed that Neumann has
assets of about $300 million, but declined, however, to say what
the company's liabilities are.

Headquartered in Warrenville, Illinois, Neumann Homes Inc.
-- http://www.neumannhomes.com/-- develops and builds residential  
real estate throughout the Midwest and West.  The company is an
active builder in the Chicago area, southeastern Wisconsin,
Colorado, and Michigan.  It has built more than 11,000 homes in
some 150 residential communities.


NEW CENTURY: Warren H. Smith & Associates Appointed as Fee Auditor
------------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has appointed Warren H. Smith & Associates P.C., as fee auditor,
to act as special consultant to the Court for professional fee and
expense review and analysis, in New Century Financial Corp. and
its debtor-affiliates' bankruptcy cases, nunc pro tunc to Sept.
13, 2007.

The Court has determined that it is also necessary to establish
uniform procedures for the review, allowance, and payment of fees
and expenses, to ensure compliance with Section 330 of the
Bankruptcy Code.

Each professional filing its monthly and quarterly interim fee
application, including the fee detail containing time entries,
will provide a copy to the Fee Auditor.

The Fee Auditor will:

   (a) review all the fee applications in detail;

   (b) review all filed documents in the Debtors' Chapter 11
       cases, and request for notice of those filings under Rule
       2002 of the Federal Rules of Bankruptcy Procedure;

   (c) consult with each professional concerning its respective
       fee application, as needed;

   (d) prepare a final report with respect to each quarterly
       Interim Fee Application Request, and serve it to the
       affected applicant; and

   (e) be available for deposition and cross-examination by the
       Debtors, the Official Committee of Unsecured Creditors,
       the United States Trustee, and other interested parties.

The Fee Auditor's fees and expenses will be subject to
application and review, and will be paid from the Debtors'
estates as an administrative expense, pursuant to Section
503(b)(2).  The total fees will be charged at the Fee Auditor's
ordinary hourly rate.

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  

The Debtors' exclusive period to file a plan expires on Nov. 28,
2007.  (New Century Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or      
215/945-7000).


NEW CENTURY: Court Gives Examiner Authority to Issue Subpoenas
--------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has granted the request of the Court approved Examiner in New
Century Financial Corp. and its debtor-affiliates' bankruptcy
cases, to interview, and, as needed, to issue subpoenas on the
Debtors' current and former officers, directors, and employees, in
connection with its Court-appointed duties.

As reported in the Troubled Company Reporter on Oct. 9, 2007, the
request was prompted by the Examiner's failure, despite his best
efforts, to secure voluntary interviews within a reasonable time
frame, including those with certain members of the Debtors'
former senior management.  

The Debtors had sought to clarify that the Examiner's request is
not directed at any of the Debtors' current officers, directors,
or employees, but at the former personnel, over which the Debtors
have no control.

According to Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, the Examiner had confirmed that
the Debtors have made witnesses available, to be interviewed in a
timely manner.

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  

The Debtors' exclusive period to file a plan expires on Nov. 28,
2007.  (New Century Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or      
215/945-7000).


NEW CENTURY: Court Gives Examiner Until Jan. 15 to Submit Report
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has extended to Jan. 15, 2008, the deadline for the Examiner in
New Century Financial Corp. and debtor-affiliates' bankruptcy
cases to submit the report on:

  (a) his investigation of accounting and financial statement
      irregularities, errors or misstatements, including those
      that (i) gave rise to the need to restate the Debtors'
      financial statements for the first three quarters of 2006,
      and (ii) led the Debtors' management and audit committee to
      conclude that it was more likely that pre-tax earnings in
      the 2005 financial statements were materially overstated;

  (b) his evaluation of any claims or rights of action to the
      estates arising from the irregularities, errors and
      misstatements; and

  (c) his investigation of any of the Debtors' possible
      postpetition unauthorized use of cash collateral.

As reported in the Troubled Company Reporter on June 13, 2007, the
Court required the Michael J. Missal, the Court approved Examiner,
to file a report within 90 day of his appointment, as to:

  -- the status of the investigation;

  -- whether the Examiner believes that he needs additional time
      to complete the investigation; and

  -- whether the Examiner has identified additional areas or
     topics to be investigated and seen the need to broaden the
     investigation.

The Examiner will file his Report on the Debtors' use of
postpetition cash collateral upon the completion of that portion
of his investigation.  Furthermore, any Report filed by the
Examiner will be filed initially under seal, with copies to the
Debtors, the Official Committee of Unsecured Creditors, and the
Office of the United States Trustee.

The Creditors Committee and the U.S. Trustee will maintain and
protect the Report's status as under seal, and will not disclose
any information contained in the Report.  The Examiner's
provision of the Report to the Court, the Creditors Committee,
and the U.S. Trustee does not constitute a waiver of the Debtors'
privileges or protection with respect to the information.

Until the Examiner has filed the Report, the Examiner or his
representatives will not publicly disclose any information the
Examiner obtained in the course of his investigation, other than
those authorized by the Court.

The Special Investigation Committee of the company's Board of
Directors, its counsel or other professionals engaged by SIC, are
directed to cooperate fully with the Examiner in conjunction with
his duties, by providing access to any non-privileged information
the SIC reviews.

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  

The Debtors' exclusive period to file a plan expires on Nov. 28,
2007.  (New Century Bankruptcy News, Issue No. 24; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or      
215/945-7000).


NEXIA HOLDINGS: Completes Purchase 90% Stake in Green Endeavors
---------------------------------------------------------------
Nexia Holdings Inc. has closed on the purchase of 90% of the
issued and outstanding stock of Green Endeavors Inc. from
AmeriResource Technologies Inc, in exchange for the issuance of
150,000 restricted shares of Nexia's Series C Preferred Stock with
a stated value of $5 per share.

GRNE holds 13 million shares of BizAuctions Inc. with a market
value of approximately $950,000 and convertible debt of $171,000.

GRNE is now a majority owned subsidiary of Nexia.  Nexia has plans
to spin-out its Landis Lifestyle Salon operations into the
publicly traded Green Endeavors Inc.
    
"The acquisition of GRNE is a winning situation for all parties,"
Richard Surber, president of Nexia Holdings Inc., commented.  
"Existing shareholders of Nexia stand to gain a stock dividend in
GRNE directly, which not only immediately adds to shareholder
value but provides an incentive for Nexia shareholders to remain
long-term holders."

"GRNE will be able to supplement the cash needs of our salon
operations, while AMRE will be able to streamline its operations
and will remain a minority holder in GRNE and Nexia," Mr. Surber
continued.  "GRNE shareholders will own part of a fast-growing
salon operation with ambitious growth plans, which Nexia believes
will generate over $2.2 million in gross revenues in 2007."
    
"BZCN shareholders may benefit through entering into a strategic
alliance with Nexia's wholly-owned subsidiary Gold Fusion
Laboratories Inc., owner of the Black Chandelier retail brand,"
Mr. Surber added.  "The Black Chandelier clothing operation will
gain access to a popular channel to sell excess inventory through
BZCN's online auction platform."
    
"I am very impressed with Nexia's operations," Delmar Janovec, CEO
of AMRE, said.  "This transaction should provide significant value
to AMRE's shareholders in the form of increasing the value of its
remaining GRNE shares as well as being a groundfloor investor in
Landis salons and Nexia's newly aligned operations.  I have
confidence in Richard Surber and his team to grow and create
shareholder value for everyone involved."
    
Landis is an independently operated salon that exclusively sells
and uses AVEDA(TM) branded products.  

"Our intention is to use our new public vehicle to roll-up
additional salons that sell AVEDA(TM) products, and potentially
other environmentally conscious health and beauty companies,"
Matthew Landis, founder and head stylist of Landis, said.  
"The explosive growth in organic, natural skin and hair care is a
trend taking over the world, and with additional access to
capital, we can accelerate our growth.  We are considering
acquiring numerous established salon operations in the Greater
Salt Lake City Area and have discussed creating franchises for the
Landis Salon operation that could lead to a national expansion."
    
Richard Surber and his staff are working on a plan which includes:

   -- refilling of a 15c2-11 to regain GRNE's trading on the
      Pink Sheets;

   -- obtaining an Securities and Exchange Commission peer
      review audit;

   -- an offering document to raise additional capital under
      Regulation D;

   -- the eventual filing of a registration statement with the
      SEC; and

   -- distributing stock as a dividend or as a pro-rata spin-
      off to Nexia shareholders.
       
             About AmeriResource Technologies Inc.

Headquartered in Las Vegas, Nevada, AmeriResource Technologies
Inc. (OTC:AMRE) -- http://www.ameriresourcetechnologie...--  
conducts its business as a holding company in a structure that
includes several wholly owned and majority-owned subsidiaries,
which are involved in software development for the fast-food and
full service restaurant industry, a commercial liquidator for some
of the retailers for their excess inventory, overstocks, and
returned merchandise selling the products on eBay, and have
partnerships with pack and ship centers whereby a customer can
drop-off their unwanted goods to be sold on eBay.  The company's
subsidiaries include RoboServer Systems Corp., Self-Serve
Technologies Inc., Net2Auction, Inc., Net2Auction Corporation,
AuctionWagon Inc., Auction Boulevard Inc., BizAuctions Inc. (OTC:
BZCN), BizAuctions Corp. and VoIPCOM USA Inc.

                    About Nexia Holdings Inc

Headquartered in Salt Lake City, Utah, Nexia Holdings Inc. (OTCBB:
NEXH) -- http://www.nexiaholdings.com/-- engages in the  
acquisition, lease, management, and sale of real estate properties
in the continental United States, through its subsidiaries.  It
operates, owns, or has interests in a portfolio of commercial,
industrial, and residential properties.  The company's commercial
properties comprise Wallace-Bennett Building, and a one-story
retail building in Salt Lake City, Utah; and an office building in
Kearns, Utah.  Its residential property comprises a condominium
unit located in close proximity to Brian Head Ski Resort and the
surrounding resort town in southern Utah.  The company's
industrial property includes Parkersburg Terminal in Parkersburg,
West Virginia.  It also owns parcels of undeveloped land in Utah
and Kansas.

At June 30, 2007, the company's balance sheet showed total assets
of $4.4 million and total liabilities of $5.3 million, resulting
to a shareholders' deficit of $0.9 million.


OBLEBAY NORTON: Moody's May Lift Rating on Carmeuse Deal
--------------------------------------------------------
Moody's Investors Service revised the direction of its rating
review for Oglebay Norton Company (B1 corporate family rating) to
a possible upgrade from a possible downgrade.  Oglebay's ratings
had been placed under review for possible downgrade on July 26,
2007, when Harbinger Capital Partners commenced a tender offer for
Oglebay's shares.

The revised review direction follows the company's announcement
that it has entered into a definitive agreement under which
Carmeuse North America will acquire all of Oglebay for
approximately $700 million.  Oglebay's lime and limestone
operations should fit well within the larger lime, limestone and
aggregates operations of Carmeuse North America. Moreover, Moody's
expects that Carmeuse will refinance all of Oglebay's existing
debt, in which case Moody's existing ratings for Oglebay will be
withdrawn.

The parent company of Carmeuse North America, Carmeuse Holding
S.A., has a Ba2 corporate family rating.  On Oct. 15, 2007,
Moody's placed Carmeuse Holdings' ratings under review for
possible downgrade; any rating downgrade is expected to be limited
to one notch.

The Oglebay acquisition is expected to close at the end of the
year and is subject to regulatory approval and the approval of
Oglebay's shareholders, for which a shareholders' meeting is
scheduled on Nov. 13, 2007.

These ratings were placed under review for possible upgrade:

   * B1 -- Corporate family rating

   * B1 -- Probability of default rating

   * B1 -- $55 million guaranteed senior secured revolving credit
     facility

   * B1 -- $140 million guaranteed senior secured term loan B

Oglebay Norton Company, headquartered in Cleveland, mines,
processes, transports and markets industrial sands, limestone and
lime, and serves customers in four major categories: building
materials, energy, environmental and industrial.  It had sales of
$372 million in the 12 months ended June 30, 2007.


ORBITAL SCIENCES: Earns $15.7 Million in Quarter Ended Sept. 30
---------------------------------------------------------------
Orbital Sciences Corporation disclosed financial results for the
third quarter and first nine months of 2007.

Third quarter net income increased 84% to $15.7 million in 2007,
compared to $8.5 million in 2006.  Orbital's third quarter
revenues increased 46% to $289.5 million in 2007, compared to
$197.8 million in 2006.

The company's third quarter operating income rose 54% to
$23.2 million in 2007, compared to $15.1 million in 2006.  

Commenting on Orbital's third quarter 2007 results, Mr. David W.
Thompson, chairman and chief executive officer, said, "The company
reported strong revenue growth in all three of our business
segments, boosted profit in most product lines, and generated
solid free cash flow in the third quarter.  Following the pattern
established earlier in the year, communications satellites, human
space systems and missile defense programs drove our revenue
growth in the quarter."

For the first nine months of 2007, Orbital reported revenues of
$791.0 million, up 35% compared to $587.0 million in the first
nine months of 2006.  The company's operating income for the first
nine months of 2007 was $62.3 million, up 30% compared to
$47.8 million during the same period in 2006.  Net income for the
first nine months of 2007 was $41.0 million, compared to
$27.3 million in the first nine months of 2006.  

Interest expense for the third quarter and first nine months of
2007 decreased to $1.3 million and $3.6 million, respectively,
compared to $3.1 million and $9.3 million, respectively, in the
same periods in 2006.  The reduction in interest expense is due to
lower interest rates on long-term debt as a result of Orbital's
December 2006 refinancing transaction.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$778.8 million in total assets, $350.1 million in total
liabilities, and $428.7 million in total shareholders' equity.

                   Cash Flow and Balance Sheet

Orbital reported free cash flow of $22.4 million for the third
quarter of 2007. The company repurchased approximately 700,000
shares of its common stock for $15.0 million in the third quarter
of 2007.  This stock repurchase is part of a 12-month, $50 million
securities repurchase program authorized by the company's Board of
Directors in April 2007.  Orbital's unrestricted cash and
marketable securities balances were $197.8 million and
$34.5 million, respectively, as of Sept. 30, 2007.

                     New Business Highlights

During the third quarter of 2007, Orbital received approximately
$420 million in new firm and option contract bookings.  In
addition, the company received approximately $35 million of option
exercises under existing contracts.  Year-to-date, Orbital
received approximately $1.51 billion in new firm and option
contract bookings, and approximately $240 million of option
exercises under existing contracts.  As of Sept. 30, 2007, the
company's firm contract backlog was approximately $1.96 billion
and its total backlog, including options, indefinite-quantity
contracts and undefinitized orders, was approximately
$4.06 billion.

                      About Orbital Sciences

Headquartered in Dulles, Virginia, Orbital Sciences Corp. (NYSE:
ORB) -- http://www.orbital.com/-- develops and manufactures small  
rockets and space systems for commercial, military and civil
government customers.  

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 16, 2007,
Moody's Investors Service upgraded the corporate family and
probability of default ratings of Orbital Sciences Corp. to 'Ba1'
from 'Ba2', due to expectations for continued strong operating
results while the company maintains modest debt levels, resulting
in strong anticipated free cash flow generation over the near  
term.  In addition, Moody's  assigned a 'Baa3' rating to Orbital's
re-financed $100 million senior secured revolving credit facility
due 2012.  The ratings outlook is stable.


OWENS & MINOR: Earns $21.2 Million in Third Quarter Ended Sept. 30
------------------------------------------------------------------
Owens & Minor Inc. reported net income of $21.2 million for the
third quarter ended Sept. 30, 2007, compared to net income of
$14.5 million in the same period last year.  Third quarter net
income also increased sequentially from $18.3 million in the
second quarter of this year.

The company reported revenue of $1.69 billion for the third
quarter ended Sept. 30, 2007, up 28% compared to revenue of
$1.32 billion for the third quarter last year, and also up
slightly on a sequential basis from $1.68 billion in the second
quarter of 2007.  Of the third quarter revenue growth,
approximately $249 million was associated with the acute-care
distribution business acquired from McKesson Corporation on
Sept. 30, 2006.

"We made good progress this quarter with excellent revenue growth
and strong operating cash flow," said Craig R. Smith, president &
chief executive officer of Owens & Minor.  "While we have been
successful in integrating a significant amount of new business,
our task in the coming months is to achieve further operating
synergies from our expanded business."

                       Operating Cash Flow

Operating cash flow was $116 million for the third quarter and
$202 million year-to-date, exceeding the operating cash flow of
negative $10.8 million for the third quarter of 2006.  Total
outstanding long-term debt at the end of the third quarter was
$231.1 million, marking the second consecutive quarter of
significant debt reduction by the company.  

                      Year-to-Date Results

Year-to-date, revenue was $5.1 billion, up 30.2%, compared to
revenue of $3.9 billion in the same period last year.  Net income
for the first nine months of 2007 was $50.3 million, compared to
net income of $41.4 million for the same period in 2006.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$1.57 billion in total assets, $975.6 million in total
liabilities, and $592.7 million in total shareholders' equity.

                       About Owens & Minor

Headquartered in Richmond, Virginia, Owens & Minor Inc.
(NYSE: OMI) -- http://www.owens-minor.com/-- is a distributor of    
national name-brand medical and surgical supplies and is a
healthcare supply chain management company.  With distribution
centers throughout the United States, the company serves
hospitals, integrated healthcare systems, alternate care
locations, group purchasing organizations and the federal
government.  

                          *     *     *

Todate, Owens & Minor Inc. still carries Moody's 'Ba2' long term
corporate family and 'Ba2' senior unsecured debt ratings.  Outlook
is stable.


PITTSBURGH PENGUINS: Settles Mario Lemieux's Claim for $21 Million
------------------------------------------------------------------
The Pittsburgh Penguins will pay $21 million to Mario Lemieux as
part of settlement stemming from their bankruptcy, Dave Molinari,
of the Pittsburgh Post-Gazette reports.

Mr. Molinari reports that Mr. Lemieux, who is owed $32 million in
deferred compensation under a contract in effect when he retired
as a player in 1997, is believed to be the only unsecured creditor
who didn't receive 100% of his claims.  Mr. Lemieux was one of the
investors who purchased the company when it came out of
bankruptcy.

The report further says that the Penguins entered into a
refinancing, through Societe Generale and several other financial
institutions, in order to pay Mr. Lemieux.

The report adds that Ron Burkle, a California businessman who
shares control of the Penguins with Mr. Lemieux, as well as other
investors, will receive a certain percentage of their original
outlay in concurrence with the refinancing.

The Pittsburgh Penguins -- http://penguins.nhl.com/-- are a  
professional ice hockey team based in Pittsburgh, Pennsylvania.
They are members of the Atlantic Division of the Eastern
Conference of the National Hockey League.


RADIATION THERAPY: $764MM Company Buyout Cues S&P's Neg. Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'BB-' corporate credit rating, on Radiation Therapy Services
Inc. on CreditWatch with negative implications.  This action
follows the announcement by Vestar Capital Partners to purchase
the company for $764 million.

The deal is valued at about $1.1 billion, including the assumption
of debt.     

At June 30, 2007, Radiation Therapy had adjusted debt leverage of
3.2x and had generated almost $50 million of cash from operations
over the prior 12-month period.  Although managed well, growth has
been aggressive.     

"We may lower the rating due to the likely increase in debt to
finance this transaction," said Standard & Poor's credit analyst
Cheryl Richer.  "We will evaluate the transaction to determine the
resulting impact on creditworthiness."


RADIATION THERAPY: Acquisition Cues Moody's to Affirm Ratings
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Radiation
Therapy Services, Inc. following the announcement that the company
has entered into a definitive agreement to be acquired by Vestar
Capital for $32.50 per share.  The basis for the affirmation is
Moody's expectation that the existing bank debt will be repaid at
the close of the transaction, at which time Moody's will withdraw
the ratings.

The company's act to enter into a definitive agreement to effect
the change of control is an event of default under the terms of
the current credit agreement.  The company is expected to have
this provision waived through the close of the transaction.

The transaction has been valued at approximately $1.1 billion,
including the assumption of existing debt, of which approximately
$215 million was outstanding at June 30, 2007.  The transaction is
subject to shareholder approval and is expected to close in the
first quarter of 2008.

Ratings affirmed:

   -- Senior secured revolving credit facility due 2010, B1 (LGD3,
      30%)

   -- Senior secured term loan due 2012 (inclusive of $50 million
      add-on), B1 (LGD3, 30%)

   -- Corporate Family Rating, B1

   -- Probability of Default Rating, B2

   -- Speculative Grade Liquidity Rating, SGL-2

Radiation Therapy is the largest owner and operator of radiation
treatment facilities in the US with 83 treatment centers offering
a range of radiation therapy alternatives to cancer patients.
Moody's estimates that the company's revenues for the 12 months
ended June 30, 2007 approximated $345 million.


REGINALD WALKER: Case Summary & Six Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Reginald Tyrone Walker
        12150 Dunleigh Court
        Dunkirk, MD 20754

Bankruptcy Case No.: 07-20408

Chapter 11 Petition Date: October 22, 2007

Court: District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: Bennie R. Brooks, Esq.
                  8201 Corporate Drive, Suite 260
                  Landover, MD 20785
                  Tel: (301) 731-4160

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Six Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Land Rover                     Purchase Money             $37,608
25 Braintree Hill Park         Security-
South                          2001 Land Rover
Braintree, MA 02184

Bank of America                Consumer Debt              $16,156
400 Christiana Road
Newark, DE 19713

Universal Citi Cards           Credit Card Purchases      $13,055
P.O. Box 44167
Jacksonville, FL 32231

Chase                          Consumer Debt               $5,118

G.M.A.C.                       deficiency after            $5,000
                               foreclosure

Chevy Chase Bank, F.S.B.       Consumer Debt                 $487


RESIDENTIAL ASSET: Fitch Cuts Rating on $5.5 Mil. Certificates
--------------------------------------------------------------
Fitch Ratings has taken rating actions on 1 Residential Asset
Securities Corporation mortgage pass-through certificates.  
Affirmations total $126 million and downgrades total $5.5 million.  
Break Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions:

RASC 2005-KS2 Total Groups 1 & 2

  -- $34.1 million class A affirmed at 'AAA'
     (BL: 85.72, LCR: 6.43);

  -- $37.1 million class M-1 affirmed at 'AA+'
     (BL: 55.10, LCR: 4.14);

  -- $28.8 million class M-2 affirmed at 'A+'
     (BL: 23.15, LCR: 1.74);

  -- $8.2 million class M-3 affirmed at 'A'
     (BL: 20.58, LCR: 1.54);

  -- $8.8 million class M-4 affirmed at 'BBB+'
     (BL: 17.82, LCR: 1.34);

  -- $5.2 million class M-5 affirmed at 'BBB'
     (BL: 16.12, LCR: 1.21);

  -- $4.4 million class M-6 affirmed at 'BBB-'
     (BL: 14.64, LCR: 1.10);

  -- $5.5 million class B downgraded to 'BB' from 'BB+'
     (BL: 13.24, LCR: 0.99).

Deal Summary

  -- Originators: 100% GMAC RFC;
  -- 60+ day Delinquency: 24.67%
  -- Realized Losses to date (% of Original Balance): 1.18%;
  -- Expected Remaining Losses (% of Current Balance): 13.32%;
  -- Cumulative Expected Losses (% of Original Balance): 4.54%.

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.


RESIDENTIAL ASSET: Fitch Lowers Ratings on $177.9 Million Certs.
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on five Residential
Asset Mortgage Product mortgage pass-through certificates.  
Affirmations total $1.2 billion and downgrades total
$177.9 million.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions as:

RAMP 2005-EFC1 Total Groups 1 & 2

  -- $139.9 million class A affirmed at 'AAA'
     (BL: 72.92, LCR: 6.57);

  -- $54 million class M-1 affirmed at 'AA+'
     (BL: 59.27, LCR: 5.34);

  -- $41.7 million class M-2 affirmed at 'AA+'
     (BL: 45.63, LCR: 4.11);

  -- $25.6 million class M-3 affirmed at 'AA'
     (BL: 40.83, LCR: 3.68);

  -- $17.8 million class M-4 affirmed at 'AA-'
     (BL: 36.85, LCR: 3.32);

  -- $16.7 million class M-5 affirmed at 'A+'
     (BL: 19.73, LCR: 1.78);

  -- $17.2 million class M-6 affirmed at 'A'
     (BL: 17.37, LCR: 1.57);

  -- $15.5 million class M-7 downgraded to 'BBB+' from 'A-'
     (BL: 15.13, LCR: 1.36);

  -- $11.1 million class M-8 downgraded to 'BBB' from 'BBB+'
     (BL: 13.54, LCR: 1.22);

  -- $12.8 million class M-9 downgraded to 'BB+' from 'BBB'
     (BL: 11.65, LCR: 1.05);

  -- $11.1 million class B-1 downgraded to 'BB-' from 'BB+'
     (BL: 10.21, LCR: 0.92);

  -- $16.1 million class B-2 downgraded to 'B+' from 'BB' (BL:
     9.75, LCR: 0.88).

Deal Summary

  -- Originators: 100% GMAC RFC;
  -- 60+ day Delinquency: 19.59%;
  -- Realized Losses to date (% of Original Balance): 1.06%;
  -- Expected Remaining Losses (% of Current Balance): 11.09%;
  -- Cumulative Expected Losses (% of Original Balance): 4.96%.

RAMP 2005-RS2 Total Groups 1 & 2

  -- $93.2 million class A affirmed at 'AAA'
     (BL: 69.94, LCR: 5.74);

  -- $41.6 million class M-1 affirmed at 'AA+'
     (BL: 52.81, LCR: 4.34);

  -- $21.7 million class M-2 affirmed at 'AA'
     (BL: 44.03, LCR: 3.62);

  -- $12.6 million class M-3 affirmed at 'AA-'
     (BL: 38.87, LCR: 3.19);

  -- $12.6 million class M-4 affirmed at 'A+'
     (BL: 33.68, LCR: 2.77);

  -- $12.6 million class M-5 affirmed at 'A'
     (BL: 22.63, LCR: 1.86);

  -- $10.8 million class M-6 affirmed at 'A-'
     (BL: 20.09, LCR: 1.65);

  -- $12.6 million class M-7 affirmed at 'BBB+'
     (BL: 17.04, LCR: 1.40);

  -- $10.8 million class M-8 (Turbo) affirmed at 'BBB'
     (BL: 15.85, LCR: 1.30).

Deal Summary

  -- Originators: 100% GMAC RFC;
  -- 60+ day Delinquency: 19.32%;
  -- Realized Losses to date (% of Original Balance): 1.98%;
  -- Expected Remaining Losses (% of Current Balance): 12.18%;
  -- Cumulative Expected Losses (% of Original Balance): 6.12%.

RAMP 2005-RS5 Total Pools 1 & 2

  -- $135.9 million class A affirmed at 'AAA'
     (BL: 42.82, LCR: 4.46);

  -- $20.7 million class M-1 affirmed at 'AA+'
     (BL: 33.11, LCR: 3.45);

  -- $11.5 million class M-2 affirmed at 'AA'
     (BL: 27.72, LCR: 2.89);

  -- $8.7 million class M-3 affirmed at 'AA-'
     (BL: 23.59, LCR: 2.46);

  -- $6 million class M-4 affirmed at 'A+'
     (BL: 20.73, LCR: 2.16);

  -- $6.2 million class M-5 affirmed at 'A'
     (BL: 17.74 LCR: 1.85);

  -- $4.7 million class M-6 affirmed at 'A-'
     (BL: 15.42, LCR: 1.61);

  -- $4.7 million class M-7 affirmed at 'BBB+'
     (BL: 12.98, LCR: 1.35);

  -- $3 million class M-8 downgraded to 'BB' from 'BBB'
     (BL: 9.76, LCR: 1.02);

  -- $2.5 million class M-9 downgraded to 'BB-' from 'BBB-'
     (BL: 8.95, LCR: 0.93);

  -- $2.5 million class B-1 downgraded to 'B+' from 'BB+'
     (BL: 8.24, LCR: 0.86);

  -- $2.5 million class B-2 downgraded to 'B' from 'BB'
     (BL: 7.76, LCR: 0.81);

  -- $2.5 million class B-3 affirmed at 'B'
     (BL: 7.63, LCR: 0.80).

Deal Summary

  -- Originators: 100% GMAC RFC;
  -- 60+ day Delinquency: 13.4%;
  -- Realized Losses to date (% of Original Balance): 1.39%;
  -- Expected Remaining Losses (% of Current Balance): 9.59%;
  -- Cumulative Expected Losses (% of Original Balance): 5.49%.

RAMP 2005-RS6 Total Pools 1 & 2

  -- $281.3 million class A affirmed at 'AAA'
     (BL: 50.58, LCR: 4.66);

  -- $51 million class M-1 affirmed at 'AA+'
     (BL: 40.02, LCR: 3.68);

  -- $33 million class M-2 affirmed at 'AA'
     (BL: 33.59, LCR: 3.09);

  -- $21 million class M-3 affirmed at 'AA'
     (BL: 29.42, LCR: 2.71);

  -- $21 million class M-4 downgraded to 'A+' from 'AA-'
     (BL: 17.38, LCR: 1.60);

  -- $7.8 million class M-5 downgraded to 'A' from 'AA-'
     (BL: 16.36, LCR: 1.51);

  -- $16.8 million class M-6 downgraded to 'BBB+' from 'A+'
     (BL: 14.14, LCR: 1.30);

  -- $14.4 million class M-7 downgraded to 'BBB-' from 'A'
     (BL: 12.16, LCR: 1.12);

  -- $12 million class M-8 downgraded to 'BB' from 'A-'
     (BL: 10.50, LCR: 0.97);

  -- $12 million class M-9 downgraded to 'B+' from 'BBB+'
     (BL: 8.92, LCR: 0.82);

  -- $12 million class M-10 downgraded to 'CC/DR3' from 'BBB-';

  -- $4.8 million class B-1 downgraded to 'CC/DR3' from 'BB+'.

Deal Summary

  -- Originators: 100% GMAC RFC;
  -- 60+ day Delinquency: 16.16%
  -- Realized Losses to date (% of Original Balance): 1.06%;
  -- Expected Remaining Losses (% of Current Balance): 10.87%;
  -- Cumulative Expected Losses (% of Original Balance): 5.62%.

RAMP 2005-SP3

  -- $142.2 million class A affirmed at 'AAA'
     (BL: 27.61, LCR: 3.26);

  -- $12.5 million class M-1 affirmed at 'AA'
     (BL: 20.56, LCR: 2.43);

  -- $8.8 million class M-2 affirmed at 'A'
     (BL: 15.41, LCR: 1.82);

  -- $3.4 million class M-3 affirmed at 'BBB+'
     (BL: 13.26, LCR: 1.57);

  -- $1.4 million class M-4 affirmed at 'BBB'
     (BL: 12.64, LCR: 1.49).

Deal Summary

  -- Originators: 100% GMAC RFC;
  -- 60+ day Delinquency: 10.41%;
  -- Realized Losses to date (% of Original Balance): 0.51%;
  -- Expected Remaining Losses (% of Current Balance): 8.47%;
  -- Cumulative Expected Losses (% of Original Balance): 5.67%.

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.


ROSEMARY LAND: Voluntary Chapter 11 Case Summary
------------------------------------------------
Lead Debtor: Rosemary Land Co., L.L.C.
             P.O. Box 187
             Saratoga, CA 95071

Bankruptcy Case No.: 07-53369

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Liberty Properties, L.L.C.                 07-53369
        Delta Hotel Group, L.P.                    07-53370

Type of Business: The Debtors own and manage real estate.

Chapter 11 Petition Date: October 22, 2007

Court: Northern District of California (San Jose)

Debtors' Counsel: Charles B. Greene, Esq.
                  84 West Santa Clara Street, Suite 770
                  San Jose, CA 95113
                  Tel: (408) 279-3518

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Rosemary Land Co., L.L.C.   $1 Million to          $1 Million to
                            $100 Million           $100 Million

Liberty Properties, L.L.C.  $1 Million to          $1 Million to
                            $100 Million           $100 Million

Delta Hotel Group, L.P.     $1 Million to          $1 Million to
                            $100 Million           $100 Million

The Debtors did not file a list of their 20 largest unsecured
creditors.


ROWE COS: RFI Trustee Objects to Third Amended Plan
---------------------------------------------------
Donald F. King, trustee for Rowe Furniture, Inc., a debtor-
affiliate of The Rowe Companies, objects to the Debtors' Third
Amended Plan of Reorganization.

Mr. King relates that upon confirmation, the plan proposes to
establish a liquidating trust that will hold trust assets from the
Debtors for the purpose of liquidating and distributing those
assets to creditors.

Mr. King tells the U.S. Bankruptcy Court for the Eastern District
of Virginia that the trust assets include all causes of action,
which are deemed to be assigned and conveyed to the liquidating
trust upon confirmation.  The Trustee argues that the definition
of "causes of action" under the plan inappropriately includes
claims and assets belonging to Rowe Furniture and Storehouse,
Inc., not simply claims belonging to the parent company.

Mr. King objects because there is no basis or authority that would
allow Rowe Furniture assets to be put in the liquidating trust and
distributed to creditors.

Rowe Companies and Storehouse were co-obligors with Rowe Furniture
on the secured indebtedness owed to GECC, the Trustee relates.  
Mr. King says that Rowe Furniture paid a disproportionate share of
the GECC liability.  Rowe Furniture has a contribution claim
against both Rowe Companies and Storehouse for their share of the
GECC indebtedness disproportionately paid by Rowe Furniture, and
RFI stepped into the shoes of GECC with respect to its lien
against the assets of Rowe Companies and Storehouse for the
contribution claim.

Mr. King concludes that the plan makes no provision for either the
contribution claim or the lien.

                     About The Rowe Companies

Based in McLean, Virginia, The Rowe Companies --
http://www.therowecompanies.com/-- manufactures upholstered     
retail home and office furniture, interior decorations, tableware,
lighting fixtures, and other interior design accessories.  The
company owns 100% of stock of manufacturing and retail
subsidiaries, Rowe Furniture -- http://www.rowefurniture.com/--      
and Storehouse, Inc. -- http://www.storehousefurniture.com/

The company and its two affiliates filed for chapter 11 protection
on Sept. 18, 2006 (Bank. E.D. Va. Case Nos. 06-11142 to 06-11144).  
Alexander McDonald Laughlin, Esq., Dylan G. Trache, Esq., H. Jason
Gold, Esq., Rebecca L. Saitta, Esq., and Valerie P. Morrison,
Esq., at Wiley Rein LLP, represent the Debtors.  Douglas M. Foley,
Esq., Kenneth Michael Misken, Esq., and Sarah Beckett Boehm, Esq.,
at McGuireWoods LLP, represent the Official Committee of Unsecured
Creditors of Rowe Furniture.

On Feb. 21, 2007, a debtor-affiliate, Rowe Furniture, Inc.'s
chapter 11 case was converted to a chapter 7 liquidation
proceeding.  Mr. Donald F. King was appointed as chapter 7
trustee.  James W. Reynolds, Esq., at Odin Feldman & Pittleman PC,
represents Mr. King.

In schedules submitted to the Court, The Rowe Companies listed
total assets of $42,939,780 and total debts of $34,948,206; Rowe
Furniture listed total assets of $66,431,812 and total debts of
$46,486,046; and Storehouse, Inc. listed total assets of
$33,090,987 and total debts of $109,777,822.


ROYAL CARIBBEAN: Earns $395 Million in Quarter Ended Sept. 30
-------------------------------------------------------------
Royal Caribbean Cruises Ltd. disclosed Monday results for its
third quarter ended Sept. 30, 2007.

The company reported net income of $395.0 million for the third
quarter of 2007, compared to net income of $345.4 million in 2006.  
These results were better than expected mainly due to stronger
late bookings driving better yields.  Revenues for the third
quarter 2007 increased to $2.0 billion from revenues of
$1.6 billion in the third quarter 2006.

"It was a very encouraging finish for the quarter and augurs well
for upcoming periods," said Richard Fain, chairman and chief
executive officer.  "It is very satisfying that, despite higher
fuel prices and other challenges, we produced record results."

The company expects to have a 12.4% increase in capacity in 2007,
driven by Pullmantur, the April delivery of Liberty of the Seas,
and a full year of Freedom of the Seas.

"Building on a solid third quarter, we are encouraged by the
strength of our late-season European itineraries, and the
continuing recovery in the Caribbean pricing environment," Fain
said.

As of Sept. 30, 2007, liquidity was $1.6 billion, comprising
$400.0 million in cash and cash equivalents and $1.2 billion in
available credit on the company's unsecured revolving credit
facility.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$15.16 billion in total assets, $8.51 billion in total
liabilities, and $6.65 billion in total shareholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $1.06 billion in total current
assets available to pay $2.57 billion in total current
liabilities.

                      About Royal Caribbean

Headquartered in Miami, Royal Caribbean Cruises Ltd. (NYSE: RCL)
-- http://www.royalcaribbean.com/-- is a global cruise vacation
company that operates Royal Caribbean International, Celebrity
Cruises and Pullmantur Cruises, Azamara Cruises and CDF Croisieres
de France.  The company has a combined total of 35 ships in
service and seven under construction.  It also offers unique land-
tour vacations in Alaska, Asia, Australia, Canada, Europe, Latin
America and New Zealand.

                          *     *     *

Moody's still carries Royal Caribbean Cruises Ltd.'s 'Ba1' long
term corporate family rating last placed on Feb. 22, 2005.  
Outlook is stable.


SECURITIZED ASSET: Fitch Puts Low-B Ratings on Four Certificates
----------------------------------------------------------------
Fitch has taken these rating actions on 2 Securitized Asset Backed
Receivables mortgage pass-through certificates:

Series 2004-DO1;

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

Series 2004-NC3;

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

The collateral in the aforementioned transactions consists
primarily of adjustable- and fixed-rate sub-prime mortgage loans
secured primarily by first-liens on residential properties.  The
mortgage loans of Series 2004-DO1 were originated by Decision One
and the mortgage loans of Series 2004-NC3 were originated by New
Century.

The affirmations reflect satisfactory levels of credit enhancement
to future expected losses, and affect approximately $53.4 million
in outstanding certificates.  The upgrade reflects an improvement
in the relationship of CE to future expected losses, and affects
approximately $38.1 million in outstanding certificates.

The overcollateralization for both Series 2004-DO1 and 2004-NC3
has stepped down.  The release of OC and principal payments to the
subordinate classes has put negative pressure up the capital
structure for both series.  As of the September 2007 remittance
period, the 60+ delinquency (inclusive of foreclosures and REO)
for Series 2004-DO1 and 2004-NC3 is 22.12% and 29.52%,
respectively.

The servicer for Series 2004-DO1 is Countrywide Home Loans, Inc.
(rated 'RPS1-' by Fitch) and Litton Loan Servicing ('RPS1/Rating
Watch Negative') for Series 2004-NC3.


SECURITIZED ASSET: Fitch Downgrades Ratings on $16.9MM Certs.
-------------------------------------------------------------
Fitch Ratings has taken rating actions Securitized Asset Backed
Receivables LLC Series 2005-FR3 mortgage pass-through
certificates.  Affirmations total $114.7 million, downgrades total
$16.9 million, and rating watch negatives total $13.3 Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

SABR 2005-FR3

  -- $51.8 million class A affirmed at 'AAA'
     (BL: 78.05, LCR: 5.06);

  -- $38 million class M-1 affirmed at 'AA+'
     (BL: 49.59, LCR: 3.22);

  -- $24.8 million class M-2 affirmed at 'A+'
     (BL: 32.78, LCR: 2.13);

  -- $7.6 million class M-3 rated 'A+' , placed on Rating Watch
     Negative (BL: 28.01, LCR: 1.82);

  -- $5.6 million class B-1 rated 'A', placed on Rating Watch
     Negative (BL: 24.21, LCR: 1.57);

  -- $5.6 million class B-2 downgraded to 'BBB+' from 'A-',
     placed on Rating Watch Negative (BL: 20.43, LCR: 1.33);

  -- $5.6 million class B-3 downgraded to 'BB+' from 'BBB+'
     (BL: 16.67, LCR: 1.08);

  -- $5.6 million class B-4 downgraded to 'B+' from 'BBB-' (BL:
     13.54, LCR: 0.88);

Deal Summary
  -- Originators: 100% Fremont
  -- 60+ day Delinquency: 34.62%;
  -- Realized Losses to date (% of Original Balance): 0.99%;
  -- Expected Remaining Losses (% of Current Balance): 15.41%;
  -- Cumulative Expected Losses (% of Original Balance): 5.20%.

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.


SENTINEL MANAGEMENT: Trustee Wants Macquarie as Investment Advisor
-----------------------------------------------------------------
Frederick J. Grede, the Chapter 11 trustee overseeing Sentinel
Management Group Inc.'s estate, asks authority from the U.S.
Bankruptcy Court for the District of Illinois, to employ Macquarie
Securities Inc. as his investment advisor nunc pro tunc Sept. 5,
2007.

Macquarie will assist the Trustee in carrying out his duties
including:

     (a) assisting in managing the assets, securities,
         investments and other holdings of the company,
         including positions held by custodial banks and
         repurchase facility lenders;

     (b) assisting in development of a strategy to maximize
         portfolio value, including assessment of the
         marketability and liquidity of various positions held
         within the portfolio;

     (c) analyzing the indicative range of values for the
         portfolio;

     (d) assist in preparation, if necessary, of a descriptive
         memorandum regarding the potential sale of the
         portfolio regarding the transactions;

     (e) conducting a marketing and auction process to maximize
         the value or any portfolio holdings to be sold or
         liquidated, including identification or likely buyers
         and solicitation of bids;

     (f) advising in its negotiations regarding the
         transactions;

     (g) coordinating with the Trustee's legal counsel
         regarding the closing of the transaction(s);

     (h) advising the Trustee in the preparation of financial
         information regarding the portfolio that may be
         required by the company's senior lenders, other debt
         holders, customers, creditors and other stakeholders;
         and in coordinating communications with the parties-
         in-interest and their respective advisors;

     (i) review and analyze certain portfolio transactions
         within 90 days of the chapter 11 filing date,
         including certain transactions with repurchase
         agreement counterparties; and

     (j) providing other restructuring advisory services as
         requested and agreed by the firm.

In addition, the firm is requested to provide expert testimony or
other services in connection with estate litigation.

The Trustee tells the Court that firm will charge a monthly
advisory fee of $100,000 per month for the first three months and
$75,000 per month thereafter.  

If a transaction is consummated during the period that the firm is
engaged, the Debtors will pay:

     (a) 0.20% of the aggregate transaction value up to
         $400 million; plus

     (b) 0.50% of the aggregate transaction value up from
         $400 million to $500 million; plus

     (c) 1% of the aggregate transaction value up from
         $500 million to $700 million; plus

     (d) 1.20% of the aggregate transaction value in excess of
         $700 million to $500 million; payable in cash at the
         closing of such transaction or similar transaction.

However, the firm agree to credit 50% of the total monthly
advisory fees payable hereunder against any such transaction fees
earned in excess of $2 million in the aggregate.

The Trustee also relates that Macquarie will reimburse reasonable
out-of-pocket expenses suck as travel costs, lodging, meals,
research, overnight mail and courier services incurred in
connection with providing these services.

The Trustee assures the Court that the firm holds no interest
adverse to the Debtor and its estates and is disinterested as the
term is defined in Section 101(14) of the Bankruotcy Code.

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

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


SENTINEL MANAGEMENT: Trustee Taps ADI for Electronic Discovery
--------------------------------------------------------------
Frederick J. Grede, the Chapter 11 Trustee appointed in Sentinel
Management Group Inc.'s Chapter 11 case, seeks permission from the
U.S. Bankruptcy Court for the Northern District of Illinois to
enter into contract with Applied Discovery Inc. to perform
electronic discovery services.

The Trustee relates that he and his professionals need the
services of a third-party vendor to aid them in their task of
investigating the Debtor's books, records and business affairs.

Applied Discovery and any third party vendor that it employs, will
provide:
   
   (a) online review of email data;
   
   (b) conversion of email data;
   
   (c) conversion of digital or tape voice recordings;
   
   (d) process, convert and store electronically stored
       information, consisting of emails and loose native files
       such as pdf files, word processing documents,
       spreadsheet files and metadata collected from the Debtor
       and third-party sources;
                                                 2
   (e) host an internet-based database of documents and ESI,
       certain of which will be accessible to interested
       parties based on identified data subsets and security
       codes; and
   
   (f) such other processing of documents or electronic data as
       is requested by the Trustee.

The Trustee tells the Court that Applied Discovery will document
how the ESI, data and documents were gathered, analyzed and
preserved.  The chain of custody logs will ensure that:

   (i) the ESI, data and documents were properly copied,
       transported and stored;

  (ii) the ESI, data and document were not altered in any way;
       and

(iii) all media was secured throughout the process.

The Trustee believes that the services to be provided and the fees
and costs for those services are reasonable, and that entering
into the agreement is in the best interests of the estate and its
creditors.

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 voluntary
chapter 11 petition on Aug. 17, 2007 (Bankr. N.D. Ill. Case No.
07-14987).  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd. represent the Debtor.  Quinn, Emanuel
Urquhart Oliver & Hedges, LLP, represent the Official Committee of
Unsecured Creditors.  DLA Piper US LLP acts as the Committee's co-
counsel.  When the Debtor sought bankruptcy protection, it listed
assets and debts of more than $100 million. The Debtor's exclusive
period to file a plan expires on Dec. 17, 2007.

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


SPACEHAB INC: Faces NASDAQ Delisting After Myron Goins Resigns
--------------------------------------------------------------
SPACEHAB Incorporated received a letter from The NASDAQ Stock
Market that the company is no longer complies with the NASDAQ
independent director and audit committee requirements, because of
the resignation of Myron J. Goins as a director of the company
effective Oct. 16, 2007.

If the company fails to regain compliance within the required
cure period, NASDAQ said that the company's common stock is
subject to delisting upon notification of a determination by
NASDAQ staff, which determination may be appealed.

In addition, NASDAQ said that the company must comply no later
than April 14, 2008.

                  About Spacehab Incorporated

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

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 1, 2007,
PMB Helin Donovan LLP in Houston, Texas, expressed substantial
doubt about Spacehab Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended June 30, 2007.  The auditing firm
pointed that the company has sustained recurring losses and
negative cash flow from operations.


SOLOMON DWEK: Case Summary & 253 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Solomon Dwek
        311 Crosby Avenue
        Deal, NJ 07723

Bankruptcy Case No.: 07-11757

Debtor-affiliate filing separate Chapter 11 petition on
October 22, 2007:

      Entity                                     Case No.
      ------                                     --------
      Dwek Land, L.L.C.                          07-25349
      Dwek Motors, L.L.C.                        07-25350

Debtor-affiliate filing separate Chapter 11 petition on
October 15, 2007:

      Entity                                     Case No.
      ------                                     --------
      170 Broad, L.L.C.                          07-24922

Debtor-affiliate filing separate Chapter 11 petition on
October 12, 2007:

      Entity                                     Case No.
      ------                                     --------
      Copper Gables, L.L.C.                      07-24829
      Dwek Homes, L.L.C.                         07-24832
      Myrtle Avenue Land, L.L.C.                 07-24835
      Dwek Wall Gas, L.L.C.                      07-24836
      Grant Avenue Estates, L.L.C.               07-24837
      Neptune City Stores, L.L.C.                07-24839

Debtor-affiliate filing separate Chapter 11 petition on
September 27, 2007:

      Entity                                     Case No.
      ------                                     --------
      Tinton Falls Land, LLC                     07-23872

Debtor-affiliates filing separate Chapter 11 petitions on
September 4, 2007:

      Entity                                     Case No.
      ------                                     --------
      WLB Center, LLC                            07-22630
      Asbury Gas, LLC                            07-22632
      Jemar Enterprises, LLC                     07-22633
      Melville Dwek, LLC                         07-22634
      Newport WLB, LLC                           07-22635
      Red Bank Gas, LLC                          07-22636
      WLB Highway, LLC                           07-22638

Debtor-affiliates that filed separate Chapter 11 petitions
before August 24, 2007:

      Entity                                     Case No.
      ------                                     --------
      Dwek Branches, L.L.C.                      07-22035
      Dwek Assets, L.L.C.                        07-22036
      WLB Center, LLC                            07-21752
      Dwek Properties, LLC                       07-20939
      Neptune Medical, LLC                       07-18766
      Dwek Raleigh, L.L.C.                       07-18316
      Greenwood Plaza Acquisitions, L.L.C.       07-18317
      Sinking Springs II, L.L.C.                 07-18318
      Sinking Springs, L.P.                      07-18320
      1631 Highway 35, L.L.C.                    07-16041
      167 Monmouth Road, L.L.C.                  07-16045
      2100 Highway 35, L.L.C.                    07-16048
      230 Broadway, L.L.C.                       07-16049
      264 Highway 35, L.L.C.                     07-16052
      374 Monmouth Road, L.L.C.                  07-16053
      55 North Gilbert, L.L.C.                   07-16054
      601 Main Street, L.L.C.                    07-16055
      6201 Route 9, L.L.C.                       07-16057
      Aberdeen Gas, L.L.C.                       07-16058
      Bath Avenue Holdings, L.L.C.               07-16060
      Belmar Gas, L.L.C.                         07-16061
      Berkeley Heights Gas, L.L.C.               07-16062
      Brick Gas, L.L.C.                          07-16064
      Dover Estates, L.L.C.                      07-16065
      Dwek Gas, L.L.C.                           07-16066
      Dwek Hopatchung, L.L.C.                    07-16067
      Dwek Income, L.L.C.                        07-16068
      Dwek Ohio, L.L.C.                          07-16069
      Dwek Pennsylvania, L.P.                    07-16071
      Dwek Wall, L.L.C.                          07-16072
      Dwek Woodbridge, L.L.C.                    07-16073
      Kadosh, L.L.C.                             07-16074
      Lacey Land, L.L.C.                         07-16075
      Monmouth Plaza, L.L.C.                     07-16076
      P&Y Holdings, L.L.C.                       07-16077
      Sugar Maple Estates, L.L.C.                07-16078
      West Bangs Avenue, L.L.C.                  07-16079
      Beach Mart, L.L.C.                         07-16104
      Dwek Trenton Gas, LLC                      07-12794
      Neptune Gas, LLC                           07-12796
      Route 33 Medical, LLC                      07-12798
      1111 Eleventh Avenue                       07-12799
      Dwek North Olden, LLC                      07-12800
      Dwek State College, LLC                    07-12802

Creditors who filed involuntary chapter 7 petitions against
Solomon Dwek:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
PNC Bank, N.A.                   Loans                $22,993,731
5th Avenue and Wood Street
Pittsburgh, PA 15222

Washington Mutual Bank           Loans                $22,660,558
1301 2nd Avenue
WMC 3501
Seattle, WA 98101

Four Star Builders               Indemnification of       $58,387
1301 Route 33, Suite 3E          Claim on Home
Neptune, NJ 07753                Buyer's Warranty

Type of Business: The Debtors are properties of real estate
                  developer Solomon Dwek.  Mr. Dwek was accused of
                  defrauding P.N.C. Bank by depositing a bad
                  $25-million check on April 24, 2006 and then
                  transferring out most of the money the next day.

                  An involuntary chapter 7 petition was filed
                  against Mr. Dwek on Feb. 9, 2007 with the U.S.
                  Bankruptcy Court for the District of New Jersey.
                  On Feb. 22, 2007, the Court converted the case
                  to a chapter 11 reorganization under supervision
                  of a trustee.

Chapter 11 Petition Date: May 5, 2007

Court: District of New Jersey (Trenton)

Debtors' Counsel: Timothy P. Neumann, Esq.
                  Broege, Neumann, Fischer & Shaver, LLC
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484
                  Fax: (732) 223-2416

Financial condition of debtor-affiliate that filed on
October 22, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
Dwek Land, L.L.C.                      $4,415,000      $619,085
Dwek Motors, L.L.C.                    $1,290,000        $7,044

Financial condition of debtor-affiliate that filed on
October 15, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
170 Broad, L.L.C.                      $2,900,000    $1,400,518

Financial condition of debtor-affiliates that filed on
October 12, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
   Copper Gables, L.L.C.               $1,100,000    $5,393,910
   Dwek Homes, L.L.C.                 $11,508,847    $6,623,529
   Myrtle Avenue Land, L.L.C.          $1,251,362       $73,744
   Dwek Wall Gas, L.L.C.                 $375,000            $0
   Grant Avenue Estates, L.L.C.        $6,200,100   $31,896,093
   Neptune City Stores, L.L.C.         $1,100,000    $5,393,910

Financial condition of debtor-affiliates that filed on
September 27, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
   Tinton Falls Land, LLC                $800,000   $10,266,876

Financial condition of debtor-affiliates that filed on
September 4, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
   WLB Center, LLC                     $6,012,081    $3,652,480
   Asbury Gas, LLC                       $500,000      $132,298
   Jemar Enterprises, LLC              $2,200,000      $924,538
   Melville Dwek, LLC                    $425,000        $7,224
   Newport WLB, LLC                    $5,500,297    $4,903,989
   Red Bank Gas, LLC                   $1,030,000       $46,008
   WLB Highway, LLC                    $1,411,615    $7,000,000

Financial condition of debtor-affiliates that filed before
August 24, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
   Dwek Branches, LLC                 $14,638,167   $18,125,863
   Dwek Assets, LLC                   $21,096,393   $16,510,850
   WLB Center, LLC                     $6,012,081    $3,652,480
   Dwek Properties, LLC               $17,809,448   $23,403,588
   Neptune Medical, LLC                $3,206,961    $2,865,749
   Dwek Raleigh, L.L.C.                $6,250,291    $5,120,286
   Greenwood Plaza                     $7,384,944    $5,332,924
      Acquisitions LLC
   Sinking Springs II, L.L.C.          $4,317,585    $2,676,477
   Sinking Springs, L.P.               $3,958,181    $3,919,222
   1631 Highway 35, L.L.C.               $969,824      $235,379
   167 Monmouth Road, L.L.C.           $2,010,780      $782,872
   2100 Highway 35, L.L.C.             $3,364,561   $20,126,806
   230 Broadway, L.L.C.                $1,024,775    $5,411,444
   264 Highway 35, L.L.C.                $804,745      $422,973
   374 Monmouth Road, L.L.C.             $756,984    $5,115,620
   55 North Gilbert, L.L.C.            $5,100,907    $3,618,102
   601 Main Street, L.L.C.             $2,486,713    $5,000,000
   6201 Route 9, L.L.C.                $1,500,048    $1,136,975
   Aberdeen Gas, L.L.C.                  $300,100           $75
   Bath Avenue Holdings, L.L.C.          $427,386    $5,002,253
   Belmar Gas, L.L.C.                    $902,777    $7,000,000
   Berkeley Heights Gas, L.L.C.        $3,765,774    $9,590,389
   Brick Gas, L.L.C.                     $569,110            $0
   Dover Estates, L.L.C.               $5,000,000    $2,078,935
   Dwek Gas, L.L.C.                    $3,909,148    $3,000,000
   Dwek Hopatchung, L.L.C.               $901,509      $645,506
   Dwek Income, L.L.C.                 $8,491,631   $12,071,262
   Dwek Ohio, L.L.C.                     $630,065      $504,185
   Dwek Pennsylvania, L.P.             $1,505,779    $1,142,160
   Dwek Wall, L.L.C.                   $4,283,804    $2,213,029
   Dwek Woodbridge, L.L.C.             $4,995,979    $2,863,687
   Kadosh, L.L.C.                        $900,121      $750,395
   Lacey Land, L.L.C.                    $850,027      $290,075
   Monmouth Plaza, L.L.C.                $752,829      $399,380
   P&Y Holdings, L.L.C.                  $637,630      $338,640
   Sugar Maple Estates, L.L.C.         $7,520,388    $5,472,159
   West Bangs Avenue, L.L.C.             $500,536      $248,343
   Beach Mart, L.L.C.                    $855,318    $5,468,135

A list of 180 largest unsecured creditors for the debtor-
affiliates that filed before August 24, 2007, is available for
free at http://researcharchives.com/t/s?232f    

A. WLB Center, LLC's List of its Four Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property                 Property                $1,310
Management, LLC                  Management
167 Monmouth Road
Oakhurst, NJ 07755

JCP&L                                                   Unknown
P.O. Box 3687
Akron, OH 44309-3687

NJ American Water Co.                                   Unknown
P.O. Box 371331
Pittsburgh, PA 15250-7331

NJNG                                                    Unknown
P.O. Box 1378
Belmar, NJ 07715-0001

B. Asbury Gas, LLC's List of its Seven Largest Unsecured
Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Brinkerhoof Environmental        Environmental         $122,415
Services                         Services at former
1913 Atlantic Avenue             Gulf Service
Suite R5                         Station
Manasquan, NJ 08736

Capital Property                 Property Management     $4,000
Management, LLC
167 Monmouth Road
Oakhurst, NJ 07755

Dickstein Associates Agency      Insurance               $2,844
4001 Asbury Avenue
Neptune, NJ 07753

JCP&L                            Utilities                 $129

NJ DEP                                                  Unknown

Township of Neptune                                        $785
Sewer Authority

Rent-A-Fence, Inc.                                         $196

C. Jemar Enterprises, LLC's List of its Three Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Coastal Property                 Property                  $120
Maintenance, LLC                 Maintenance
167 Monmouth Road
Oakhurst, NJ 07755

Cutting Edge Lawn Service, LLC                             $350
17 Tall Oaks Drive
Hazlet, NJ 07730

NJ DEP                                                  Unknown
401 East State Street
Trenton, NJ 08625

D. Melville Dwek, LLC's List of its Two Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property                 Property                $4,000
Management, LLC                  Management
167 Monmouth Road
Oakhurst, NJ 07755

NJ DEP                                                  Unknown
401 East State Street
Trenton, NJ 08625

E. Newport WLB, LLC's List of its 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Penn Federal Savings Bank                               $45,074
[unknown address]

Key Equipment Finance Co.                                $4,824
P.O. Box 203901
Houston, TX 77216-3901

NJ American Water Co.                                    $2,011
P.O. Box 371331
Pittsburgh, PA 15250-7331

Cutting Edge Lawn                                        $1,696
Service, LLC

Kleen Rite                                               $1,353

Morris County Elevator                                     $198

NJ Natural Gas Co.                                         $171

JRG Termite & Pest Control       Tenant                    $128

Dew Drop Lawn Sprinklers, LLC                               $53

Meridian Health Realty Corp.     Tenant                 Unknown

Dr. Christian Pierson            Tenant                 Unknown

Sovereign Bank                   Tenant                 Unknown

F. Red Bank Gas, LLC's List of its Four Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property                 Property                $4,000
Management, LLC                  Management
167 Monmouth Road
Oakhurst, NJ 07755

DMR Lawns & Landscapes, Inc.     Landscaping             $1,160
28 Broad Street
Eatontown, NJ 07724

Coastal Property                 Property                  $883
Maintenance, LLC                 Management
167 Monmouth Road
Oakhurst, NJ 07755

NJ DEP                                                  Unknown
401 East State Street
Trenton, NJ 08625

G. WLB Highway, LLC and Tinton Falls Land, LLC do not have
   any creditors who are not insiders.

D. Copper Gables, LLC's List of its Five Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Shore Mechanical Services                                $1,541
407 N. Riverside Drive
Neptune, NJ 07753

N.J. American Water Co.          Utilities               $1,072
Box 371331
Pittsburgh, PA 15250-7331

J.C.P.&L.                        Utilities               $1,070
P.O. Box 3687
Akron, OH 44309-3687

Cutting Edge Lawn Service,       Landscaping             $1,070
L.L.C.

Coastal Property  Maintenance,   Property                  $389
L.L.C.                           Maintenance

E. Dwek Homes, LLC's List of its 15 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Township of Lakewood             1745 Ridge             Unknown
212 Fourth Street                Avenue,
Lakewood, NJ 08701               Lakewood, NJ
                                 Property held by
                                 Joseph Dwek and
                                 Yeshua, L.L.C.,
                                 transferred
                                 pursuant to Interim
                                 Settlement
                                 Agreement; value
                                 of security:
                                 $345,000

                                 178 Williamsburg       Unknown
                                 Lane, Lakewood,
                                 NJ Property held
                                 by Joseph Dwek
                                 and Yeshua, L.L.C.,
                                 transferred
                                 pursuant to Interim
                                 Settlement
                                 Agreement; value
                                 of security:
                                 $165,000

                                 335 Woodlake           Unknown
                                 Manor Drive,
                                 Lakewood, NJ
                                 Property held by
                                 Joseph Dwek and
                                 Yeshua, L.L.C.,
                                 transferred
                                 pursuant to Interim
                                 Settlement
                                 Agreement; value
                                 of security:
                                 $155,000

                                 627 River Avenue,      Unknown
                                 Lakewood, NJ
                                 Property held by
                                 Joseph Dwek and
                                 Yeshua, L.L.C.,
                                 transferred
                                 pursuant to Interim
                                 Settlement
                                 Agreement; value
                                 of security:
                                 $275,000

Coventry Square Condominium                              $1,085
Association
445 East Kennedy Boulevard
Lakewood, NJ 08701

Coastal Property Maintenance,                              $963
L.L.C.
167 Monmouth Road
Oakhurst, NJ 07755

N.J. Natural Gas Co.                                        $28

David Shoenfeld                  Lease                  Unknown

Oscar Rugama                     Lease                  Unknown

Pablo Ortega                     Lease                  Unknown

Raul Gonzalez                    Lease                  Unknown

Rosalina Vega                    Lease                  Unknown

Senaia Rosonicic                 Lease                  Unknown

Tia Askew                        Lease                  Unknown

Tiffany Strand                   Lease                  Unknown

Tisha Covington                  Lease                  Unknown

Capital Property Management,     Property               Unknown
L.L.C.                           Management

Dickstein Associates Agency      insurance              Unknown

F. Myrtle Avenue Land, LLC does not have any creditors who are
   insiders.

G. Dwek Wall Gas, LLC's List of its Two Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property Management,     Property               Unknown
L.L.C.                           Management
167 Monmouth Road
Oakhurst, NJ 07755

Dickstein Associates Agency      insurance              Unknown
4001 Asbury Avenue
Neptune, NJ 07753

H. Grant Avenue Estates, LLC's List of its Five Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property Management,     Property                $4,000
L.L.C.                           Management
167 Monmouth Road
Oakhurst, NJ 07755

Franey Muha Alliant                                      $3,939

Hochberg, Addeo & Associates,                              $670
L.L.C.

Coastal Property Maintenance,    Property                  $264
L.L.C.                           Maintenance

Dickstein Associates Agency                                $250

I. Neptune City Stores, LLC's largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property Management,     Property                $6,200
L.L.C.                           Management
167 Monmouth Road
Oakhurst, NJ 07755

J. 170 Broad, LLC's largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Tax Collector                    Commercial             unknown
Township of Red Bank             Building located
90 Monmouth Street               at 170 Broad
Red Bank, NJ 07701               Street, Red Bank,
                                 NJ Property held
                                 by Joseph Dwek
                                 and Yeshua,
                                 L.L.C., transferred
                                 pursuant to Interim
                                 Settlement; value
                                 of security:
                                 $2,900,000; value
                                 of senior lien:
                                 $1,394,810

J.C.P.&L.                        Utilities               $4,923
P.O. Box 3687
Akron, OH 44309-3687

Fly by Night Cleaning Service    Trade debt                $786

K. Dwek Land, LLC's Eight largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property Management,     Property                $4,000
L.L.C.                           Management
167 Monmouth Road
Oakhurst, NJ 07755

The Hartford                                             $1,931
P.O. Box 580
Hartford, CT 06104-2907

Miller Lawn Care Service,                                  $481
L.L.C.
200 Court Place
Brick, NJ 08723

Dickstein Associates Agency                                $100

Brick Township Municipal         Utilities                  $91
Authorities

New Jersey American Water Co.                                $8

New Jersey Natural Gas Co.                                   $5

J.C.P.&L.                                                    $2

L. Dwek Motors, LLC's Five largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Coastal Property Maintenance,    Property                  $749
L.L.C.                           Maintenance - J.
167 Monmouth Road                Dwek
Oakhurst, NJ 07755

Capital Property Management,     Property                  $500
L.L.C.                           Management
167 Monmouth Road
Oakhurst, NJ 07755

Cutting Edge Lawn Service,       Landscaping,- J.          $428
L.L.C.                           Dwek
17 tall Oaks Drive
Hazlet, NJ 07730

The Cumberland Insurance Group   Property insurance        $352
                                 - J. Dwek

Atlantic Lock & Safe             J. Dwek                    $80


STATEN ISLAND: Moody's Affirms B2 Rating on $97 Million Bonds
-------------------------------------------------------------
Moody's Investors Service affirmed the B2 rating assigned to
Staten Island University Hospital's (NY) $97 million of
outstanding bonds issued through The Dormitory Authority of the
State of New York and the New York City Industrial Development
Agency.  The outlook remains negative due to the uncertainty
surrounding federal investigations and expected but unknown dollar
amount of a monetary settlement, despite a three-plus year
improvement in operating performance.

Legal Security: The public bonds are secured by a pledge of gross
receipts and a mortgage on the health care facilities.  An inter-
creditor agreement between the Dormitory Authority of the State of
New York, the New York City Industrial Development Agency and the
bond trustees includes a 120-day standstill provision during which
time the Dormitory Authority has the exclusive right to negotiate
a workout plan and creditor remedies are suspended if the need
arises.  The borrowing documents required the hiring of a
consultant as a result of prior covenant violations.

Interest Rate Derivatives: SIUH entered into a $20 million
notional amount fixed-to-floating rate swap, exposing the system
to the potential risk of rising interest rates. This swap was
terminated in 2006.

Strengths

   * Leading and growing 56% market share on Staten Island, twice
     the share of the next largest competitor, reflecting the
     provision of high end clinical services

   * Operating cash flow has improved in each of the past three
     years and is continuing through interim 2007

   * While still modest, days cash on hand has increased from 32
     days in 2004 to 47 days as of June 30, 2007

   * Ability to hold down expenses in light of modest revenue
     growth

Challenges

   * Uncertainty surrounding settlement talks with the Department
     of Justice and Office of the Inspector General that is likely
     to result in a sizable monetary payment

   * Absolute liquidity is still weak at 47 days cash on hand

   * Total revenue growth has averaged less than 3% annually over
     the past 30 months

   * In addition to a recently completed $13 million private
     placement, there is the expectation of further material debt
     issuance in the mid-term due to limited capital spending over
     the past three years

Recent Developments/Results

The uncertainty surrounding Staten Island University Hospital's
(SIUH) negotiations with the federal government's Department of
Justice (DOJ) and Office of the Inspector General (OIG) over
reported overpayments has remained the overriding credit concern
for nearly four years.  After SIUH agreed in 2005 to pay New York
State $76 million over 12 years for unrelated violations, the
hospital had hoped to conclude negotiations with the DOJ/OIG as
well.  Since that time, there appears to have been sporadic
communication between the two parties until the past few months.
At this time, it is unclear when the parties will reach a
settlement, what the final amount will be, over what term payments
will be made and if an upfront cash payment will be required.
Clearly, the final particulars related to these factors will have
a bearing on the ultimate risk profile and rating.

As of Dec. 31, 2006, SIUH's audit reflected "Third party payer"
and "Other long term liabilities" totaling approximately $75
million.  Within these amounts are approximately $5 million for
pension and other post-retirement liabilities.  The remaining $70
million includes an estimate for the DOJ/OIG liabilities, as well
as other liabilities.  Based on an estimated five year payout and
a 6% interest rate, the $70 million would convert to a principal
"debt" liability of approximately $59 million.  Moody's believes
SIUH's ability to service a $59 million debt settlement (the
actual OIG reserve would be somewhat less than $59 million, to the
extent of non-DOJ/OIG liabilities), would hinge on the term of the
payout.  A shorter term could place considerable stress on cash
flow and current liquidity levels.

Operationally, SIUH has demonstrated improvement over the past
three years.  Operating cash flow has increased from $35.6 million
in 2004 to $40.9 million in 2006 and through the first six months
of 2007 is running 22% ahead of the prior year period.  Despite
minimal revenue growth that has averaged less than 3% annually,
SIUH has done a good job of limiting expense growth to an even
lower rate.  Revenue growth has been negatively impacted by
increasing charity care, a decline in community health grants, a
decline in case mix index and a loss of outpatient surgery
procedures to physician offices (2005 was also impacted by an
accounting reclassification).

Moody's believes SIUH is the better positioned of the two systems
that operate on Staten Island. SIUH's market share has grown by
nearly three percentage points in the past three years, to 55.6%,
while the only local competitor (St. Vincent's Hospital, now
Richmond University Medical Center (RUMC)), has seen its share
drop from 33% to 28%. RUMC had been part of Saint Vincent Catholic
Medical Centers, which filed for bankruptcy several years ago.
RUMC was subsequently acquired by Bayonne Medical Center in late
2006; Bayonne filed for bankruptcy earlier this year.  SIUH offers
a broader and more complex level of clinical services than RUMC
and appears to have improved its physician relations, at RUMC's
expense.

While SIUH has managed to increase its modest liquidity levels
over the past few years, we believe it is largely the result of
depressed capital spending (which will need to be reversed) and
the previously mentioned operating improvement.  Days cash on hand
has grown from 32 days in 2004 to 47 days as of June 30, 2007,
while cash-to-debt has improved from 34% to 63% over the same
period.  However, the addition of the recently completed $13
million private placement (which will help finance a $39 million
emergency room expansion) and the incorporation of $59 million
related to the OIG investigation and another $55 million related
to State investigations that have already been settled, depresses
cash-to-debt to only 25%.  Moody's also believes that SIUH will be
issuing additional debt in the near term in order to renovate its
property (capital spending ratios has averaged only 0.54 times
over the past four years).

                             Outlook

The negative outlook is based on the uncertainty surrounding the
investigation by the federal Department of Justice and Office of
the Inspector General, which is likely to result in a significant
monetary payment

What could change the rating--UP

Monetary settlement with the DOJ/OIG that allows SIUH to operate
with greater financial flexibility while still making scheduled
payments

What could change the rating--DOWN

Monetary settlement with the DOJ/OIG that does not allow
sufficient financial flexibility, either because of the size of
the total settlement, the size of any upfront cash payment or the
shortness of the timeframe for repaying the obligation

Key Indicators

Assumptions & Adjustments:

   -- Based on financial statements for Staten Island University
      Hospital and Subsidiaries

   -- First number reflects audit year ended Dec. 31, 2006

   -- Second number reflects audit year ended Dec. 31, 2006, plus
      additional imputed debt from converting estimated settlement
      liabilities ($110.6 million), plus $13 million private
      placement

   -- Revenues increased by $2.6 million to offset a prior period
      reduction

   -- Investment returns normalized at 6% unless otherwise noted

   -- Second number incorporates "gross up" of interest expense
      for the settlement liabilities and private placement

   * Acute admissions: 33,550; 33,550

   * Total operating revenues: $606 million; $606 million

   * Moody's-adjusted net revenue available for debt service:
     $45.1 million; $45.1 million

   * Total debt outstanding: $124 million; $251 million

   * Maximum annual debt service (MADS): $20.1 million;
     $42.7 million

   * MADS Coverage with reported investment income: 2.32 times;
     1.09 times

   * Moody's-adjusted MADS Coverage with normalized investment
     income: 2.24 times; 1.06 times

   * Debt-to-cash flow: 3.65 times; 8.52 times

   * Days cash on hand: 44 days; 44 days

   * Cash-to-debt: 56%; 28%

   * Operating margin: 1.1%; 0.4%

   * Operating cash flow margin: 6.8%; 6.8%

Rated Debt (debt outstanding as of Dec. 31, 2006)

   -- Series 1998 bonds: $48.9 million outstanding; issued through
      the Dormitory Authority of the State of New York; rated Aaa
      based on Ambac insurance, B2 underlying rating

   -- Series 2001A and B bonds: $31.4 million outstanding; issued
      through the New York City Industrial Development Agency;
      rated B2

   -- Series 2002C bonds: $16.7 million outstanding; issued
      through the New York City Industrial Development Agency;
      rated B2


SUNCHASE CAPITAL: Court Okays Saul Ewing as Bankruptcy Counsel
--------------------------------------------------------------
Sunchase Capital Partners XI LLC obtained authority from the
United States Bankruptcy Court for the District of Maryland to
employ Saul Ewing LLP, as its bankruptcy counsel.

Saul Ewing is expected to:

   a. advice the Debtor of its right, powers and duties as a
      debtor and debtor in possession;

   b. advice the Debtor concerning, and assist in the
      negotiation and documentation of any debt restructurings
      and related transactions;

   c. review the nature and validity of liens asserted against
      the property of the Debtor and advise the Debtor
      concerning the enforceability of such liens;

   d. prepare on behalf of the Debtor all necessary and  
      appropriate applications, motions, pleadings, notices and
      other  papers that may be filed and served in this
      Chapter 11 case;

   e. advise the Debtor concerning, and prepare responses to,
      applications, motions, pleadings, notices and other
      papers that may be filed and served in this Chapter 11
      case;

   f. counsel the Debtor in connection with the formulation and
      consummation of any plan and related documents; and

   g. perform all other legal services for and on behalf of the
      Debtor that may be necessary or appropriate in the
      administration of this Chapter 11 case.

The Debtors' will pay RAS for its services at these rates:

          Designation                Hourly Rate
          -----------                -----------
          Partners                    $315-$750
          Associate                   $180-$360
          Paralegal                   $100-$180

The primary professionals employed in this engagement are Irving
E. Walker, Esq., with a rate of $475 per hour, G. David Dean,
Esq., with a rate of $250 per hour, and Renee Lowder with a rate
of $160 per hour.

To the best of the Debtor's knowledge, Saul Ewing does not hold or
represent any interest adverse to the Debtor.  Saul Ewing is a
"disinterested person" as that phrase is defined in section
101(14) of the Bankruptcy Code.

The firm can be reached at:

             Saul Ewing, LLP
             Lockwood Place
             500 E. Pratt Street, Suite 800
             Baltimore, Maryland 21202
             Phone: (410) 332-8704

Based in Columbia, Maryland, Sunchase Capital Partners XI, LLC
provides capital to high turnover business.  The Debtor filed for
chapter 11 protection on Sept. 10, 2007 (Bankr. D. Md. Case No.
07-18677).  The Debtors' schedules listed total assets of
$15,200,878 and total liabilities of $18,833,219.


SUNNYSIDE ACADEMY: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Sunnyside Academy Early Care & Education Program, Inc.
        32 Yale Avenue
        Jersey City, NJ 07304

Bankruptcy Case No.: 07-25209

Chapter 11 Petition Date: October 18, 2007

Court: District of New Jersey (Newark)

Judge: Rosemary Gambardella

Debtor's Counsel: Tomas Espinosa, Esq.
                  4005 Bergenline Avenue, Apartment 1
                  Union City, NJ 07087
                  Tel: (201) 223-1803
                  Fax: (201) 223-1893

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Marcus Moses                       Loan                  $283,000
205-11 West Shearwater Court
Jersey City, NJ 07305
                                   Loan for Rent Back     $23,560

Department of Treasury             Taxes                 $172,025
Internal Revenue Service
Cincinnati, OH 45999-0039

Chapell Avenue, LLC                Rents                  $92,646
2510 Plaza Five
Jersey City, NJ 07311

Jersey City Board of Education     Loan                   $57,000

NJ Division of Wage and            Employees Wages        $57,000
Hour Compliance

NCO Financial System, Inc.                                $55,651

AI Garras Rent                     Back Rents             $43,349

Ralph Pasqua                       Loan                   $40,000

ADP                                                       $40,000

Annette Rocker                     Loan                   $36,295

Anthony Bennet                     Personal Loan          $35,000

Childcraft                         School Supplies        $29,197

RMS Receivable                     Aetna Insurance        $27,177
Management Services                Claim

Aetna                              Insurance              $26,765

Marshall Dennehey Coleman and      Attorney Services      $20,138
Goggin, P.C.

NY Handaan Place                   Meals                  $17,044

Cossimo Ferreti                    Back Rents             $13,950

Simon Schwartz                                            $12,839

Charles J. Becker and Bro, Inc.    School Supplies        $11,174


TAUBMAN CENTERS: Sept. 30 Balance Sheet Upside-Down by $16 Million
------------------------------------------------------------------
Taubman Centers Inc. disclosed Monday financial results for the
quarter and year-to-date periods ended Sept. 30, 2007.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$3.09 billion in total assets, $3.05 billion in total liabilities,
$29.2 million in preferred equity of TRG, and $19.7 million in
minority interests in TRG and consolidated joint ventures,
resulting in a $16.0 million total shareholders' deficit.

The company reported net income of $11.5 million on total revenues
of $150.6 million for the third quarter ended Sept. 30, 2007,
compared with net income of $5.0 million on total revenues of
$138.9 million for the same period last year.

For the quarter ended Sept. 30, 2007, Funds from Operations was
$55.0 million compared to Adjusted FFO of $47.3 million for the
quarter ended Sept. 30, 2006.  FFO was up 16.2% from Adjusted FFO
for the quarter ended Sept. 30, 2006, which excludes a financing-
related charge incurred in the 2006 quarter.  There have been no
financing-related charges to date in 2007.

During the third quarter, the company repurchased 987,180 shares
of its common stock at an average price of $50.65 per share.  Year
to date, the company has purchased 1,910,544 shares at an average
price of $52.34 and a total cost of $100 million.  The company
currently has $50 million available under its share repurchase
authorization.

              Healthy Occupancy and Sales Increases

Comparable center occupancy for the portfolio was 90.0 percent at
Sept. 30, 2007, up 0.7% from 89.3% on Sept. 30, 2006.  Comparable
center leased space at Sept. 30, 2007, was 93.3%, up 1.0% from
92.3% on Sept. 30, 2006.
    
Mall tenant sales per square foot increased 6.0% for the quarter
and 6.1% for the nine months ended Sept. 30.  "Robust sales have
continued across the country," said Mr. Taubman.  "The consumer
continues to spend in dominant regional malls, making these
properties the most coveted locations for retailers."
   
"With the successful opening of a new property in Michigan and
renovations or expansions of four centers across the country, we
are keeping our portfolio fresh for our shoppers," said Mr.
Taubman.

                      About Taubman Centers

Based in Bloomfield Hills, Michigan, Taubman Centers Inc. (NYSE:
TCO) -- http://www.taubman.com/-- a real estate investment trust,
currently owns and/or manages 24 urban and suburban regional and
super regional shopping centers in 11 states.

                           *    *    *

Fitch Ratings has affirmed the 'BB-' rating on Taubman Centers
Inc.'s $300 million in outstanding preferred stock, well as the
'BB' rating on The Taubman Realty Group Limited Partnership, the
operating partnership of Taubman Centers Inc.  The rating outlook
is stable.


TIC INC: Gets Court's Approval to Hire Stout Farmer as Counsel
--------------------------------------------------------------
TIC Inc. obtained permission from the U.S. Bankruptcy Court for
the Western District of Kentucky to employ Stout, Farmer & King
PLLC as its bankruptcy counsel.

Stout Farmer will render legal advice to the Debtor with respect
to its powers and duties as debtor-in-possession in the continued
operations of the Debtor's business operations, and to perform all
legal services of the DIP which may be necessary in the case.

The firm will bill the Debtor based on these rates:

          Professional                       Rate
          ------------                       ----
          Alan C. Stout, Esq.                $205
          Todd A. Farmer, Esq.               $205
          Stephanie B. Rumfelt, Paralegal     $85
          Valerie Adams, Paralegal            $85

The Debtor has paid $20,000 as general retainer to the firm.

The Debtor assures the Court that Stout Farmer does not have any
interest adverse to the Debtor or its estate.

The firm can be reached at:

             Todd A. Farmer, Esq.
             Stout, Farmer & King PLLC
             2008 Broadway, P.O. Box 7766
             Paducah, KY 42002-7766
             Tel: (270) 443-4431
             Fax: (270) 443-4631
             http://www.sfk-law.com/

Headquartered in Kuttawa, Kentucky, TIC Inc. develops real estate.  
The Debtor filed for chapter 11 bankruptcy protection on Aug. 28,
2007 (Bankr. W.D. Ky. Case No. 07-50772).  The Debtor listed total
assets of $10,666,566 and total debts of $2,600,911 when it filed
for bankruptcy.


TIC INC: Court OKs Retention of Wilson Law as Special Counsel
-------------------------------------------------------------
Judge Thomas H. Fulton of the U.S. Bankruptcy Court for the
Western District of Kentucky gave TIC Inc. authority to hire
Wilson Law Firm PLLC as its special counsel.

Wilson will:
   a. continue representation of the Debtor with regard to real
      estate matters generally, and matters pending before the
      Lyon County Planning Commission; and

   b. render services relating to all matters associated with the
      formation of an appropriate ownership association and
      infrastructure assessment, and coordination of the sale of
      property.

Wilson has agreed to perform services for the Debtor for a fee of
$150 per hour, plus out-of-pocket expenses, while the services of
special counsel are required.

The Debtor believes that Wilson is a disinterested person within
the meaning of Section 101(14) of the U.S. Bankruptcy Code.

The firm can be reached at:

             Marvin L. Wilson, Esq.
             Wilson Law Firm PLLC
             635 Trade Avenue, P.O. Box 460
             Eddyville, Kentucky 42038

Headquartered in Kuttawa, Kentucky, TIC Inc. develops real estate.  
The Debtor filed for chapter 11 bankruptcy protection on Aug. 28,
2007 (Bankr. W.D. Ky. Case No. 07-50772).  The Debtor listed total
assets of $10,666,566 and total debts of $2,600,911 when it filed
for bankruptcy.


TIC INC: Creditors Must File Proofs of Claim by December 31
-----------------------------------------------------------
Judge Thomas H. Fulton of the U.S. Bankruptcy Court for the
Western District of Kentucky scheduled Dec. 31, 2007 as the last
day for all parties to which TIC Inc. owes money to filed their
proofs of claims.

In addition, governmental agencies will have up to Feb. 29, 2008,
to filed their proofs of administrative claims.

Headquartered in Kuttawa, Kentucky, TIC Inc. develops real estate.  
The Debtor filed for chapter 11 bankruptcy protection on Aug. 28,
2007 (Bankr. W.D. Ky. Case No. 07-50772).  The Debtor listed total
assets of $10,666,566 and total debts of $2,600,911 when it filed
for bankruptcy.


TRAVIS KNIGHT: Case Summary & Nine Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Travis Knight Anderson
        6655 Fox Briar Drive
        Tulsa, OK 74132

Bankruptcy Case No.: 07-12030

Chapter 11 Petition Date: October 18, 2007

Court: Northern District of Oklahoma (Tulsa)

Judge: Terrence L. Michael

Debtor's Counsel: Richard Moore, Esq.
                  Moore Law Firm, PLLC
                  3606 South Gary Avenue
                  Tulsa, OK 74105
                  Tel: (918) 699-0024
                  Fax: (918) 699-0026

Total Assets: $7,000

Total Debts:  $1,365,000

Debtor's list of its Nine Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Bank of Oklahoma                            $750,000
Tulsa, OK

Toby Reva Fell Revocable Trust              $315,000
Tulsa, OK

Martin Newman                               $100,000
Tulsa, OK

Robert Brisenham                             $80,000

Coday Enterprises                            $50,000

Heartland Excavating                         $50,000

Katherine Anderson                           $10,000

Fencecrete America                            $8,000

Capital One                                   $2,000


TRI VALLEY: Creditors Have Until Nov. 16 to File Address Changes
----------------------------------------------------------------
The Honorable Edward D. Jellen of the U.S. Bankruptcy Court for
the Northern District of California set Nov. 16, 2007, as the last
day for Tri Valley Growers' creditors to file changes in the
mailing addresses stated in their proofs of claim.

The deadline was set to facilitate a Court-approved partial
distribution to unsecured creditors.

Copies of the amendment to claim and change of address forms are
available at http://www.ffwplaw.com/

Tri Valley Growers, a California-based fruit and vegetable
cooperative association, filed for chapter 11 protection on
July 10, 2000 (Bankr. N.D. Calif. Case No. 00-44089) after
accumulating more than $200 million in debts.  The Debtor's first
amended plan of reorganization was confirmed by the Court on Jan.
9, 2004.  Thomas A. Willoughby, Esq., at Felderstein Fitzgerald
Willoughby & Pascuzzi LLP, represents the post-confirmation
Debtor.


TRIARC COS: Exploring Revised Sale Terms with Deerfield Triarc
--------------------------------------------------------------
Triarc Companies Inc. is exploring with Deerfield Triarc Capital
Corp. revised terms and conditions of the sale to DFR of Deerfield
& Company LLC.  The parties mutually terminated their April 19,
2007, agreement on Oct. 19, 2007.

As reported in the Troubled Company Reporter on April 27, 2007,
Triarc Companies entered into a definitive agreement, pursuant to
which Deerfield Triarc Capital Corp., a diversified financial
company that is externally managed by a subsidiary of Deerfield &
Company LLC, will acquire Deerfield, a Chicago-based fixed income
asset manager in which Triarc owns a controlling interest.

The total consideration to be received by Triarc and other members
of Deerfield is approximately $300 million, consisting of:

   * $145 million in cash, approximately 9.6 million shares of
     DFR common stock (having a current value of approximately
     $145 million),

   * the distribution of approximately 309,000 shares of DFR
     common stock currently owned by Deerfield (having a
     current value of approximately $4.6 million), and

   * cash distributions from Deerfield of approximately $4
     million prior to the closing.

The consideration to be received by the sellers is subject to
adjustment under certain circumstances.

Triarc is also actively examining other options to realize the
value of its ownership interest in Deerfield, including a sale of
its interest in Deerfield to another buyer or a spin-off to
Triarc's shareholders.

On Aug. 16, 2007, Triarc was informed by the special committee of
the board of directors of DFR that DFR was not able to complete on
acceptable terms the financing necessary for DFR to consummate the
acquisition of Deerfield, due to instability in the credit
markets.

DFR's obligation to complete the acquisition was subject to the
receipt by DFR of financing for the cash portion of the purchase
price and related transaction costs.  Under the existing
agreement, each party had the right to terminate the agreement
beginning Oct. 19, 2007.

                     About Deerfield Triarc

Headquartered in Lenexa, Kansas, Deerfield Triarc Capital Corp.
(NYSE: DFR) -- http://www.deerfieldtriarc.com/-- is a diversified  
financial company formed in 2004 to invest in real estate-related
securities and various other asset classes.  The company intends
to continue to qualify to be taxed as a real estate investment
trust, or REIT, for federal income tax purposes.  The objective is
to provide attractive returns to investors through a combination
of dividends and capital appreciation, which the company intends
to achieve by opportunistically investing in financial assets and
to construct an investment portfolio appropriately leveraged to
seek attractive risk-adjusted returns.  The company is externally
managed by Deerfield Capital Management LLC.

                    About Triarc Companies Inc.

Triarc Companies Inc. (NYSE: TRY.B or TRY) --
http://www.triarc.com/--  is a holding company and, through its  
subsidiaries, is currently the franchisor of the Arby's restaurant
system and the owner of approximately 94% of the voting interests,
64% of the capital interests and at least 52% of the profits
interests in Deerfield & Company LLC, an asset management firm.   
The Arby's restaurant system is comprised of approximately 3,600
restaurants, of which, as of Dec. 31, 2006, 1,061 were owned and
operated by the company's subsidiaries.

Deerfield & Company LLC, through its wholly-owned subsidiary,
Deerfield Capital Management LLC, is a Chicago-based asset manager
offering a diverse range of fixed income and credit-related
strategies to institutional investors with about $13.2 billion
under management as of Dec. 31, 2006.

                   Sale-Leaseback Obligations

A significant number of the underlying leases for the company's
sale-leaseback obligations and its capitalized lease obligations,
well as its operating leases, require or required periodic
financial reporting of certain subsidiary entities within its
restaurant segment or of individual restaurants, which in many
cases has not been prepared or reported.  The company has
negotiated waivers and alternative covenants with its most
significant lessors which substitute consolidated financial
reporting of its restaurant segment for that of individual
subsidiary entities and which modify restaurant level reporting
requirements for more than half of the affected leases.

Nevertheless, as of Dec. 31, 2006, the company said that it was
not in compliance, and remain not in compliance, with the
reporting requirements under those leases for which waivers and
alternative financial reporting covenants have not been
negotiated.  However, none of the lessors has asserted that they
are in default of any of those lease agreements.  The company
doesn't believe that this non-compliance will have a material
adverse effect on its consolidated financial position or results
of operations.


TRINITY INDUSTRIES: Increases Credit Facility to $425 Million
-------------------------------------------------------------
Trinity Industries Inc. has increased its revolving credit
facility from $350 million to $425 million and extended the
maturity to October 2012.
    
"We are pleased with this increase and extension," William A.
McWhirter, Trinity's senior vice president and chief financial
officer, said.  "This facility provides Trinity with the capital
flexibility to support its strategic growth.  We are pleased with
the confidence shown by our banking partners and appreciate their
support."

Headquartered in Dallas, Texas, Trinity Industries Inc. (NYSE:TRN)
-- http://www.trin.net/-- is a holding company of diversified  
industrial companies.  Trinity manufactures and sells railcars and
railcar parts, inland barges, concrete and aggregates, highway
products, beams and girders used in highway construction, tank
containers and structural wind towers.  In addition, it leases
railcars to its customers through a captive leasing business,
Trinity Industries Leasing Company. Trinity has five business
groups: Rail Group, Railcar Leasing and Management Services Group,
Construction Products Group, Inland Barge Group and the Energy
Equipment Group.


TRINITY INDUSTRIES: Moody's Lifts Corporate Family Rating to Ba1
----------------------------------------------------------------
Moody's Investors Service raised the ratings of Trinity
Industries, Inc., corporate family rating to Ba1 from Ba2.  The
upgrade was prompted by the company's demonstrated ability to
improve operating performance while managing growth in its leasing
business, which will be important to Trinity's ability to sustain
financial flexibility throughout the anticipated downturn in the
highly cyclical railcar sector.  The rating outlook has been
changed to stable from positive.

The ratings reflect the strength of Trinity's business model and
yield management measures which have resulted in operating margins
that are better than the industry average, along with the
company's strong credit metrics, and a good liquidity profile.
Ratings are also positively impacted by Trinity's lead market
position in the railcar manufacturing sector, strong key customer
relationships that are enhanced by its leasing operations, good
revenue visibility implied by a substantial backlog, and
diversification benefits owing to its non-rail businesses (barge,
construction, and alternative energy).  These positive attributes
are important to offset on-going credit risks including the high
degree of cyclicality in the railcar sector, and negative free
cash flows and rising debt levels associated with railcar fleet
growth during the growth phase of the business cycle which are
expected to reverse during the downcycle when lower fleet
additions should yield positive free cash flow and facilitate debt
reduction.

The stable outlook anticipates that Trinity will be able to manage
the expected pending cyclical downturn without substantial
disruption in its liquidity while being able to maintain credit
metrics commensurate with a Ba1 rating.  Although profitability is
expected to decline in times of slow demand, Moody's believe that
Trinity will utilize its cost efficient production capacity to
successfully offset its high degree of operating leverage during
such a downturn.  Any incremental debt will most likely be in
support of the leasing segment, rather than for acquisitions or
substantial shareholder enhancement programs.  The stable outlook
also expects that Trinity will maintain its high quality of
liquidity sources provided by its sizeable committed bank credit
agreement and warehousing facility.

The rating or their outlook could be raised if Trinity can sustain
its performance and utilize free cash flow to reduce debt during
the anticipated industry downturn, such that debt to EBITDA falls
below 3.0 times and sustained EBIT to Interest Expense remains in
excess of 4.0 time over the cycle.  Upward rating revision would
also be more likely if the company's consolidated free cash flows
were to become substantially positive over a sustained period.

The rating could be pressured downward if any expansion plans
shift meaningfully from its core business segments, most notably
building and financing railcars, or if Trinity's negative free
cash flow profile were to grow to levels that would diminish the
company's liquidity status.  Ratings could be lowered if debt was
to increase, such as for a large levered acquisition, resulting in
Debt to EBITDA in excess of 4 times or retained cash flow of less
than 15% total debt.

Upgrades:

Issuer: Trinity Industries Leasing Company

   -- Senior Secured Pass-Through, Upgraded to a range of 06 -
      LGD1 to Baa1 from a range of 07 - LGD1 to Baa2

Issuer: Trinity Industries, Inc.

   -- Probability of Default Rating, Upgraded to Ba1 from Ba2

   -- Corporate Family Rating, Upgraded to Ba1 from Ba2

   -- Subordinate Conv./Exch. Bond/Debenture, Upgraded to a range
      of 79 - LGD5 to Ba2 from a range of 80 - LGD5 to Ba3

   -- Senior Unsecured Bank Credit Facility, Upgraded to a range
      of 30 - LGD3 to Baa3 from a range of 33 - LGD3 to Ba1

   -- Senior Unsecured Regular Bond/Debenture, Upgraded to a range
      of 30 - LGD3 to Baa3 from a range of 33 - LGD3 to Ba1

Outlook Actions:

Issuer: Trinity Industries Leasing Company

   -- Outlook, Changed To Stable From Positive

   -- Issuer: Trinity Industries, Inc.

   -- Outlook, Changed To Stable From Positive

Trinity Industries, Inc., based in Dallas, Texas, is the largest
North American builder of rail cars, has interests in barge
construction, energy equipment, and highway construction, and owns
and manages a portfolio of leased railroad cars.


UNIVERSAL FOOD: Selling Georgia Facility for $6.5 Million
---------------------------------------------------------
Universal Food & Beverage Co. Inc. and its debtor-affiliates
agreed to sell their manufacturing facility in Savannah, Georgia
for $6,556,500 to Greystone Private Equity LLC, Rabin Worlwide
Inc. and Loeb Equipment & Appraisal Company, subject to higher and
better offers.

Public sale of the property will be held at 9:00 a.m. tomorrow,
Oct. 25, 2007, at the offices of Arnstein & Lehr LLP, Suite 1200,
No. 120 South Riverside Plaza, in Chicago, Illinois.

A hearing to consider approval of the results of the sale will be
held at 2:00 p.m. on the same day.

To participate in the auction, competing bids must be at least
$6,806,500, and accompanied with a $1,500,000 cash deposit.

The bid deadline was 5:00 p.m. on Oct. 22, 2007.

Universal Food & Beverage Company Inc. manufactures and markets
food and beverage products.  The company and its affiliates
in Georgia and Virginia filed for Chapter 11 petitions on
Aug. 31, 2007 (Bankr. N.D. Ill. Lead Case No. 07-15955).  
Konstantinos Armiros, Esq., and Miriam R. Stein, Esq., at
Arnstein & Lehr LLP represent the Debtors.  Howard R. Korenthal at
MorrissAnderson & Associates Ltd. is the Debtors' chief
restructuring officer.  The Official Committee of Unsecured
Creditors selected Schiff Hardin LLP as its bankruptcy counsel.  
When the Debtors filed for bankruptcy, they disclosed $0 assets
and an aggregate of more than $20 million in debts.


US INVESTIGATIONS: S&P Junks Rating on Proposed $290 Mil. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' debt rating
to Falls Church, Virginia-based U.S. Investigations Services
Inc.'s proposed $290 million 10.5% senior unsecured notes due
November 2015 and $150 million 11.75% senior subordinated notes
due May 2016.  The notes will be sold privately under Rule 144A of
the Securities Act of 1933, without registration rights.      

Proceeds from the note issuances will be used to repay
$440 million in interim bridge financing.  In August 2007,
Providence Equity Partners Inc. acquired USIS from Welsh, Carson,
Anderson & Stowe and The Carlyle Group for approximately $1.5
billion, exclusive of fees and expenses. The LBO transaction was
financed primarily through a
$725 million term loan; bridge facilities consisting of a
$250 million senior unsecured term loan and a $190 million
subordinated term loan; and approximately $364 million of the
sponsors' and existing management's equity.  Standard & Poor's
will withdraw its ratings on the company's $250 million interim
senior unsecured bank loan and its $190 million interim senior
subordinated bank loan upon successful refinancing of this debt.     

The ratings on USIS--a provider of pre-employment screening,
professional security, and background investigation services--
reflect the company's highly leveraged capital structure, reduced
financial flexibility after its recent LBO, narrow business focus,
and high customer concentration.  However, the company's
defendable leading position in pre-employment screening services,
favorable growth prospects in background investigations, and the
growth of the U.S. security services industry overall provide
ratings support.  

Ratings List

U.S. Investigations Services Inc.

Corporate Credit Rating          B/Negative/--

New Rating

U.S. Investigations Services Inc.

Senior Unsecured Notes           CCC+ Senior
Subordinated Notes               CCC+


WACHOVIA 2006-WHALE: Fitch Holds Low-B Ratings on Three Classes
---------------------------------------------------------------
Fitch Ratings has affirmed Wachovia 2006-Whale 7 as:

  -- $1,252.4 million class A-1 at 'AAA';
  -- $573.5 million class A-2 at 'AAA';
  -- Interest-only class X-1A at 'AAA';
  -- Interest-only class X-1B at 'AAA';
  -- $98.6 million class B at 'AA+';
  -- $95 million class C at 'AA';
  -- $76.8 million class D at 'AA';
  -- $75.2 million class E at 'AA-';
  -- $70.4 million class F at 'A+';
  -- $71.8 million class G at 'A';
  -- $64.9 million class H at 'A-';
  -- $21.9 million class J at 'BBB+';
  -- $25.4 million class K at 'BBB';
  -- $28.3 million class L at 'BBB-';
  -- $68.9 million class KH-1 at 'BBB-';
  -- $54.1 million class KH-2 at 'BB+';
  -- $18 million class BH-1 at 'A-';
  -- $28 million class BH-2 at 'BBB+';
  -- $56 million class BH-3 at 'BBB-';
  -- $46 million class BH-4 at 'BB+;
  -- $3.3 million class WA at 'A';
  -- $2 million class BP-1 at 'BBB'.
  -- $2.2 million class BP-2 at 'BBB-';
  -- $5 million class WB at 'BB';
  -- $2.3 million class MB-1 at 'BBB+';
  -- $2.6 million class MB-2 at 'BBB';
  -- $2.6 million class MB-3 'BBB-';
  -- $2.5 million class MB-4 at 'BBB-';
  -- $1.2 million class CM 'BBB-';
  -- $1.9 million class UV at 'BBB-'.

The rating affirmations are due to overall stable collateral
performance and paydown since issuance.  As of the October 2007
distribution date, the transaction's aggregate certificate balance
has decreased 14.9% to $2,750.7 million from $3,230.6 million at
issuance.

The transaction had nineteen interest only loans in the pool at
issuance.  To date, five loans have paid off: the Albertsons Pool
loan, the Longhouse Hospitality Pool loan, the Holiday Inn Soho
loan, the James Chicago Loan, and the Market Place I and II loan.  
Three loans, Kyo-ya Hotel Pool, Jameson Inns Pool and Broadreach
Pool, had partial release, which have reduced the outstanding
balance of the loans.

There are fourteen loans remaining in the pool. All pooled senior
participations included in the trust are shadow rated investment-
grade.  The non-pooled participation interests of eight loans in
the trust, Kyo-ya Hotel Pool, Boca Resorts Hotel Pool, Westin
Aruba, Broadreach Pool, 6300 Wilshire Boulevard, 4000 MacArthur
Boulevard, Colonial Mall Myrtle Beach, and University Village, are
structured as stand-alone raked classes.

The Westin Aruba loan is secured by a 478 room hotel in Palm
Beach, Aruba.  As of June 2007, the Average Daily Date was $211.44
and Revenue Per Available Room was $129.88.  The Property
Improvement Plan is on-going with an expected completion of 2008.

Five loans schedule to mature within the next 90 days: 1515
Broadway (8.7% of the pool), 1450 Broadway (2% of the pool),
Colonial Mall Myrtle Beach (1.4% of the pool), University Village
(1% of the pool) and Leestown Square (0.8% of the pool).  Except
the 1450 Broadway loan, which does not have any extension options,
and the Leestown Square loan, which has a one-year extension
option, all the remaining three loans have three one-year
extension options.


WESTERN OIL: S&P Removes 'BB+' Rating from Positive Watch
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BBB+' long-term corporate credit rating and 'A-2' short-term
rating, on integrated oil and gas company Marathon Oil Corp.,
following the completion of its acquisition of Western Oil Sands
Inc. (BBB+/Stable/--).
     
At the same time, Standard & Poor's removed its 'BB+' corporate
credit rating on Western from CreditWatch, where it was placed
with positive implications on July 31, 2007, the time of the
acquisition announcement, and equalized it with the Marathon
rating.  S&P also equalized the rating on Western's
$450 million senior unsecured notes due 2012 with the 'BBB+'
senior unsecured rating on Marathon's notes.  Security on
Western's notes drops away upon achieving a rating of 'BBB' or
higher.
     
The outlook on both companies is stable.  As of June 30, 2007, and
pro forma for the Western acquisition, Houston, Texas-based
Marathon had $6.16 billion of debt outstanding.
     
"The ratings on Marathon reflect its satisfactory business risk
profile as an integrated oil and gas company with a large,
geographically diverse reserve base, a competitive refining and
marketing business, and an intermediate financial profile," said
Standard & Poor's credit analyst Ben Tsocanos.
     
These advantages are somewhat offset by the highly volatile and
cyclical nature of the oil and gas industry, operational
inconsistency in Marathon's upstream operations in recent years,
and management's tolerance for political and operating risk.


WICKES INC: Judge Black OKs Disclosure Statement on Chap. 11 Plan
-----------------------------------------------------------------
The Disclosure Statement explaining the Amended Chapter 11 Plan of
Reorganization jointly filed by Wickes Inc. and the Official
Committee of Unsecured Creditors obtained approval from the
Honorable Bruce W. Black of the United States Bankruptcy Court
for the Northern District of Illinois.

Judge Black found that the Disclosure Statement contains "adequate
information" as required by Section 1125 of the Bankruptcy Code.

                      Overview of the Plan

As reported in the Troubled Company Reporter on Sept. 11, 2007,
the Plan provides for the liquidation of the Debtor's remaining
assets, including, the prosecution of causes of action and
distribution of the net proceeds to creditors according to
priority under the Bankruptcy Code.

On the effective date, the Plan contemplates that the property of
the Debtor will vest in the liquidating trust, and the liquidating
trustee will administer and liquidate the Debtor's remaining
assets, and prosecute and settle litigation claims.

The Debtor and Committee tell the Court that substantially all of
the Debtor's operating assets have been sold.

                      Treatment of Claims

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

Holders of Secured Claims, totaling $2,100,000, will expect to
recover 100% of their allowed claims.  After the effective date,
each holder will receive, either:

   a. cash equal to the unpaid portion of the allowed claim;
  
   b. other treatment, which the Debtor and liquidating trustee
      have agreed upon writing; or

   c. the return of the holder's collateral.

Other Priority Claims, totaling $10,376, will be paid in full and
will expect to recover 100% of their claims.

Holders of Convenience Claims, totaling $2,415,456 including
amounts owed to holders who have reduced their claims to $5,000,
will expect to recover 15% of their claims.

General Unsecured Claims, totaling between $37,000,000 and
$46,500,000, will expect to recover 10%, plus additional net
recoveries from litigation claims.

Holders of Equity Interests and Tort Claims will not receive any
distribution under the Plan.

A full-text copy of the Disclosure Statement is available for
a fee at: http://ResearchArchives.com/t/s?23b8  

Headquartered in Vernon Hills, Illinois, Wickes Inc. --
http://www.wickes.com/-- is a retailer and manufacturer of
building materials, catering to residential and commercial
building professionals, repairs and remodeling contractors and
project do-it-yourself consumers.  Wickes, Inc., and GLC Division,
Inc., filed for chapter 11 protection on January 20, 2004 (Bankr.
N.D. Ill. Case No. 04-02221).  The Court dismissed GLC's case on
Feb. 17, 2005.  Richard M. Bendix Jr., Esq., at Schwartz, Cooper,
Greenberger & Krauss and Steven J. Christenholz, Esq., David N.
Missner, Esq., and Deborah M. Gutfeld, Esq., at DLA Piper Rudnick
Gray Cary US LLP represent the Debtors in their restructuring
efforts.  Sonnenschein Nath & Rosenthal LLP serves as counsel for
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they listed
$155,453,000 in total assets and $168,199,000 in total debts.


WICKES INC: Court Sets December 12 Plan Confirmation Hearing
------------------------------------------------------------
The Honorable Bruce W. Black of the United States Bankruptcy Court
for the Northern District of Illinois will convene a hearing on
Dec. 12, 2007, at 1:15 p.m., at Courtroom 615, 219 Southern
Dearborn, in Chicago, Illnois, to consider confirmation of the
Amended Chapter 11 Plan of Reorganization jointly filed by Wickes
Inc. and the Official Committee of Unsecured Creditors.

Objections to the confirmation of the Plan are due Dec. 5.

The last day for filing written acceptances or rejections of the
Plan is on Nov. 26.

Headquartered in Vernon Hills, Illinois, Wickes Inc. --
http://www.wickes.com/-- is a retailer and manufacturer of
building materials, catering to residential and commercial
building professionals, repairs and remodeling contractors and
project do-it-yourself consumers.  Wickes, Inc., and GLC Division,
Inc., filed for chapter 11 protection on January 20, 2004 (Bankr.
N.D. Ill. Case No. 04-02221).  The Court dismissed GLC's case on
Feb. 17, 2005.  Richard M. Bendix Jr., Esq., at Schwartz, Cooper,
Greenberger & Krauss and Steven J. Christenholz, Esq., David N.
Missner, Esq., and Deborah M. Gutfeld, Esq., at DLA Piper Rudnick
Gray Cary US LLP represent the Debtors in their restructuring
efforts.  Sonnenschein Nath & Rosenthal LLP serves as counsel for
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they listed
$155,453,000 in total assets and $168,199,000 in total debts.


WP EVENFLO: $50 Million Ameda Deal Cues S&P to Revise Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Vandalia, Ohio-based WP Evenflo Holdings Inc. to stable from
positive.  At the same time, Standard & Poor's affirmed all of the
ratings on the company, including the 'B-' corporate credit
rating.  WP Evenflo Holdings Inc. is the parent company of Evenflo
Company Inc., a leading manufacturer and marketer of specialty and
juvenile products.     

"The revised outlook follows the company's announcement that it
has entered into an agreement to acquire Ameda Breastfeeding
Products from Hollister Inc. for about $50 million," said Standard
& Poor's credit analyst Patrick Jeffrey.      

The transaction is expected to close in early 2008 and be funded
with about $20 million of borrowings under WP Evenflo's $40
million revolving credit facility, and a combination of cash and
preferred stock.  The prior outlook had assumed minimal revolver
borrowings.      

WP Evenflo's leverage remains high, with pro forma total debt to
EBITDA expected to be about 8x (about 5x with preferred stock
treated as equity).  "While product recalls have not significantly
impacted the company's operations to date, we believe they will
challenge the company to improve its financial performance, thus
limiting the potential for a higher rating over the outlook
period," Mr. Jeffrey said.


WYNN RESORTS: Moody's Puts Corporate Family Rating at Ba3
---------------------------------------------------------
Moody's Investors Service assigned a Ba3 corporate family rating,
Ba3 probability of default rating, and stable rating outlook to
Wynn Resorts Limited.  At the same time, Moody's assigned a B2
(LGD-6, 91%) to Wynn HoldCo's existing $1 billion senior unsecured
delay draw term loan due 2010.

In conjunction with these new rating assignments, Moody's upgraded
Wynn Las Vegas, LLC's $1.3 billion first mortgage notes due 2014
to Ba2 (LGD-3, 33%) from B1 (LGD-4, 50%), and withdrew Wynn Las
Vegas' B1 CFR and B1 PDR.  The withdrawal of Wynn Las Vegas' CFR
and PDR reflects a consolidated rating approach to Wynn HoldCo and
its Las Vegas and Macau gaming subsidiaries.  The 2-notch upgrade
of Wynn Las Vegas' first mortgage notes reflects the application
of Moody's Loss Given Default model on a consolidated basis.

Wynn HoldCo's Ba3 CFR acknowledges the excellent results for both
its Las Vegas and Macau subsidiaries, improved consolidated
financial and liquidity profile following the latest of several
equity offerings, good risk reward profile of planned developments
in both gaming markets, and continued favorable reputation as a
high-end resort developer and innovator.  The rating also
recognizes that Wynn HoldCo will continue to go to through periods
of significant debt-financed construction followed by periods of
de-leveraging as newly developed assets begin to contribute cash
flow.  Consolidated debt/EBITDA is expected to be about 7.0 times
(x) prior to the opening of Encore in early 2009.  However, pro
forma debt/EBITDA is expected to be below 4.0x, a level within the
3.0x to 5.0x range established for the 'Ba' indicated rating
category according to Moody's Global Gaming Rating Methodology.
For the latest 12-month period ended June 30, 2007, Wynn HoldCo's
consolidated debt/EBITDA was 4.2x.

Key credit concerns include the company's concentration in only
two (albeit growing and established) gaming markets, large share
repurchase authorization, and expectation that Wynn Las Vegas will
remain free cash flow negative until Encore is completed.
Additionally, despite the excellent performance of the company's
Macau gaming subsidiary, the Macau market is still considered a
"High" regulatory risk jurisdiction by Moody's.  To the extent
Wynn Macau revenues exceed Wynn Las Vegas revenues, the company's
regulatory risk profile would change to "High" from "Low".

Wynn HoldCo's stable rating outlook considers that while
significant new supply will enter both the Las Vegas and Macau
gaming markets over the next several years, both markets will
successfully absorb the new supply while continuing to show
growth.  The outlook also assumes that the company's Encore
development will be completed on time and on budget, and future
development projects including the Wynn Diamond Hotel and Cotai
development will have similar favorable characteristics in terms
of growth prospects and overall risk/reward profile as the
company's existing asset profile.

Wynn Resorts Limited owns and operates two casino hotel resort
properties, Wynn Las Vegas, which opened in April 2005 and Wynn
Macau, which opened in September 2006.  In addition, the company
is constructing "Encore at Wynn Las Vegas" and continues
development of the second phase of Wynn Macau, as well as the
Diamond Suites hotel tower at Wynn Macau. Consolidated net gaming
revenue for the latest 12-month period ended June 30, 2007 was
about $2.2 billion.


WYNN RESORTS: Moody's Assigns Ba3 CFR & POD Rating, Stable Outlook
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 corporate family rating,
Ba3 probability of default rating, and stable rating outlook to
Wynn Resorts Limited.  At the same time, Moody's assigned a B2
(LGD-6, 91%) to Wynn HoldCo's existing $1 billion senior unsecured
delay draw term loan due 2010.

In conjunction with these new rating assignments, Moody's upgraded
Wynn Las Vegas, LLC's $1.3 billion first mortgage notes due 2014
to Ba2 (LGD-3, 33%) from B1 (LGD-4, 50%), and withdrew Wynn Las
Vegas' B1 CFR and B1 PDR.  The withdrawal of Wynn Las Vegas' CFR
and PDR reflects a consolidated rating approach to Wynn HoldCo and
its Las Vegas and Macau gaming subsidiaries.  The 2-notch upgrade
of Wynn Las Vegas' first mortgage notes reflects the application
of Moody's Loss Given Default model on a consolidated basis.

Wynn HoldCo's Ba3 CFR acknowledges the excellent results for both
its Las Vegas and Macau subsidiaries, improved consolidated
financial and liquidity profile following the latest of several
equity offerings, good risk reward profile of planned developments
in both gaming markets, and continued favorable reputation as a
high-end resort developer and innovator.  The rating also
recognizes that Wynn HoldCo will continue to go to through periods
of significant debt-financed construction followed by periods of
de-leveraging as newly developed assets begin to contribute cash
flow.  Consolidated debt/EBITDA is expected to be about 7.0 times
(x) prior to the opening of Encore in early 2009.  However, pro
forma debt/EBITDA is expected to be below 4.0x, a level within the
3.0x to 5.0x range established for the 'Ba' indicated rating
category according to Moody's Global Gaming Rating Methodology.
For the latest 12-month period ended June 30, 2007, Wynn HoldCo's
consolidated debt/EBITDA was 4.2x.

Key credit concerns include the company's concentration in only
two (albeit growing and established) gaming markets, large share
repurchase authorization, and expectation that Wynn Las Vegas will
remain free cash flow negative until Encore is completed.
Additionally, despite the excellent performance of the company's
Macau gaming subsidiary, the Macau market is still considered a
"High" regulatory risk jurisdiction by Moody's.  To the extent
Wynn Macau revenues exceed Wynn Las Vegas revenues, the company's
regulatory risk profile would change to "High" from "Low".

Wynn HoldCo's stable rating outlook considers that while
significant new supply will enter both the Las Vegas and Macau
gaming markets over the next several years, both markets will
successfully absorb the new supply while continuing to show
growth.  The outlook also assumes that the company's Encore
development will be completed on time and on budget, and future
development projects including the Wynn Diamond Hotel and Cotai
development will have similar favorable characteristics in terms
of growth prospects and overall risk/reward profile as the
company's existing asset profile.

Wynn Resorts Limited owns and operates two casino hotel resort
properties, Wynn Las Vegas, which opened in April 2005 and Wynn
Macau, which opened in September 2006.  In addition, the company
is constructing "Encore at Wynn Las Vegas" and continues
development of the second phase of Wynn Macau, as well as the
Diamond Suites hotel tower at Wynn Macau.  Consolidated net gaming
revenue for the latest 12-month period ended June 30, 2007 was
about $2.2 billion.


XEROX CORP: Earns $254 Million in Quarter Ended September 30
------------------------------------------------------------
Xerox Corporation reported third-quarter 2007 financial results.

The company reported $254 million of net income on $4.3 billion
revenues for the quarter ended Sept. 30, 2007, compared with $536
million of net income on $3.8 billion revenues for the same
quarter last year.

Total revenue of $4.3 billion grew 12% in the quarter with post-
sale and financing revenue -- Xerox's annuity streams that
represent more than 70% of total revenue -- up 11%.  Both total
revenue and post-sale revenue included a currency benefit of 3
percentage points as well as the benefit from Xerox's acquisition
of Global Imaging Systems.

"This quarter's solid results are proof positive that our business
model is on track, generating double-digit profit growth and
fueling a strong annuity pipeline that serves us well for the long
term," Anne M. Mulcahy, Xerox chairman and chief executive
officer, said.

At Sept. 30, 2007, the company's balance sheet showed total assets
of $23.3 billion and total liabilities of $15.5 billion, resulting
in a $7.8 billion stockholders' equity.  Equity last year was $7.0
billion.

Headquartered in Stamford, Connecticut, Xerox Corp. --
http://www.xerox.com/-- develops, manufactures, markets,     
services and finances a range of document equipment, software,
solutions and services.  Xerox operates in over 160 countries
worldwide and distributes products in the Western Hemisphere
through divisions, wholly owned subsidiaries and third-party
distributors.  The company maintains operations in France,
Japan, Italy, Nicaragua, among others.

                          *     *     *

Standard & Poor's Ratings Services revised its rating outlook on
Xerox Corp. to positive from stable on May 2007.  Ratings on the
company, including the 'BB+' long-term and 'B-1' short-term
corporate credit ratings, were affirmed.  The ratings still hold
to date.


* Fitch Says Bank Rating Actions Globally Limited in 3rd Quarter
---------------------------------------------------------------
Fitch Ratings said that the number of bank rating actions globally
was remarkably limited in the third quarter, despite unprecedented
liquidity shock in global financial markets, according to the
latest report, in Fitch's quarterly series of "Global Bank Rating
Trends" covering the quarter to end September.

In the developed markets there were only 13 negative actions in
the quarter, six of which were downgrades, and only four as a
result of the sub-prime induced crisis.  These included
Countrywide Financial Corp in the US and Northern Rock in the UK.  
The impact would have been somewhat greater if the German banks
(IKB and Landesbank Sachsen, both of which failed and had their
Individual Ratings lowered to 'F'), had not been at their Support
Rating Floors.  In both cases, external support was, as expected
by Fitch, provided and neither bank defaulted.  It should,
however, be noted that there have been a number of further
negative rating actions after the quarter end, as pressure is put
on earnings, especially of those banks with substantial investment
banking operations.

Overall, the vast majority of rated banks (78.5%) continue to have
Stable Outlooks, with 14.5% on Positive Outlook and 3.5% on
Negative Outlook.  "This slight positive bias is likely to be
eroded in the near-term," says Gerry Rawcliffe, Managing Director
in Fitch Ratings' Financial Institutions Group. "and achieving
rating upgrades is going to be difficult in the current
environment."

The other remarkable feature of the current crisis has been its
lack of impact on emerging markets.  However, Fitch has expressed
concern about those banking systems, most notably Kazakhstan's,
and to a lesser extent Russia's, where there has been not only
explosive growth in lending but also a high reliance on
international capital markets to fund it.


* S&P Lowers Ratings on 1,413 Classes of U.S. RMBS
--------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 1,413
classes of U.S. residential mortgage-backed securities backed by
first-lien subprime mortgage loans from 325 transactions issued
from the beginning of the fourth quarter of 2005 through the
fourth quarter of 2006.  The affected classes represent an
original par amount of approximately $22.02 billion, which is 4%
of the $554.4 billion par amount of U.S. RMBS backed by first-lien
subprime mortgage loans rated by Standard & Poor's from the
beginning of fourth-quarter 2005 through the fourth quarter of
2006.  These rating actions bring the total number of classes
issued during this period and downgraded to date to 1,671.  In
total, the downgraded classes represent an original par amount of
approximately $24.8 billion, which is 4.5% of the aforementioned
$554.4 billion original par amount.  Approximately $3.4 billion of
the total amount downgraded represents repeat rating actions.

The ratings on the $531.6 billion original par amount issued
during this period that remain outstanding and that are not
downgraded today or currently on CreditWatch are affirmed.

                Impact on ABCP, SIVs, and CDOs

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

Standard & Poor's has also completed a global review of the
exposure of its rated structured investment vehicle and SIV-lite
structures with regard to exposure to these fourth-quarter 2005
through fourth-quarter 2006 vintage U.S. RMBS classes.  This
review shows that there is exposure to eight tranches of these
affected U.S. RMBS classes in two SIV-lite structures.  In
addition, there is no exposure to these U.S. RMBS classes in any
SIV.  However, exposure to the affected U.S. RMBS classes will
not, in and of itself, result in any adverse rating actions with
regard to the SIV and SIV-lite structures.

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


                 Factors Driving Rating Actions

                    Mortgage Pool Performance

The lowered ratings reflect current pool performance as of the
September 2007 distribution date and the delinquency pipelines in
these mortgage loan pools.  These pools have evidenced increasing
levels of severe delinquencies (90-plus days, foreclosures, and
real estate owned) and increasing delinquency pipelines.  While
cumulative losses to date remain low, Standard & Poor's expects
that current levels of credit support, including subordination,
excess interest, and overcollateralization, will not be sufficient
to maintain the current ratings given current and projected
losses.  

Based on the data from the September 2007 distribution date,
cumulative losses for the fourth-quarter 2005 through fourth-
quarter 2006 vintage have increased by 138% to 69 basis points,
from 29 bps at the time of S&P's July 2007 review.  In addition,
for the fourth-quarter 2005 through fourth-quarter 2006 vintage,
total delinquencies averaged 21.43%, and severe delinquencies
averaged 14.17%.  The total and severe delinquencies for the
transactions with lowered ratings averaged 23.33% and 15.73%,
respectively.  These levels exceed the total (18.03%) and severe
(11.38%) delinquencies of transactions that did not experience
downgrades by approximately 29.40% and 38.23%, respectively.


                       Economic Factors

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

                 Mortgage Payment Adjustments

Adjustable-rate and interest-only loans subject to contractual
increases in their monthly payments will continue to put pressure
on borrowers' ability to meet monthly payments in the future.  The
affected transactions contain, on average, 60%-70% of loans that
recently received some type of payment adjustment or will be
subject to one in the near future.  Despite some industry claims
of increased accommodations to subprime borrowers, S&P expect
losses to increase due to (1) rising loan payments resulting from
resetting terms of their adjustable-rate loans, and (2) principal
amortization that occurs after the interest-only period ends for
adjustable- and fixed-rate loans.

             2/1 ARM reset information by quarter:

                      Orig. subprime
                          balance      % of    
  Sold during quarter   (all loans)    2/1 ARM  Reset quarter
  -------------------   -----------    -------   -----------
   2005 - Q4          $138,888,212,337    64      2007 - Q3
   2006 - Q1          $108,014,850,161    70      2007 - Q4  
   2006 - Q2          $121,149,551,887    70      2008 - Q1
   2006 - Q3           $98,332,355,370    62      2008 - Q2
   2006 - Q4           $98,965,073,697    60      2008 - Q3

  
         Additional Subprime Surveillance Assumptions
  
In reviewing these transactions, S&P employed the first-lien
subprime surveillance assumptions announced on July 11, 2007, and
described in "612 U.S. Subprime RMBS Classes Put On Watch Neg;
Methodology Revisions Announced", adjusted for S&P's more negative
views on home prices, delays in liquidating REO assets, and the
impact of loan resets and loan modifications.  Therefore, S&P
assumed a 40% level of loss severity for transactions that closed
during the second half of 2005; S&P assumed a 45% level of loss
severity for transactions that closed during 2006, compared with a
40% level of loss severity assumed for 2006 transactions at the
time of the July 11, 2007, rating actions.  The increased loss
severity for the 2006 vintage reflects Standard & Poor's most
recent projections of house price declines.

Standard & Poor's believes that the delayed liquidation of REO
assets is delaying the recognition of losses.  All other factors
being equal, the longer a loss is postponed, the more stressful
the loss will be to the transaction.  This is because carrying
costs will increase and excess interest, a source of loss
protection, will decline in future months.  To capture S&P's view
on the recognition of loss in its analysis, S&P employed an
additional loss curve that stressed losses later in the life of
the transaction.  S&P projected forward a delinquency pipeline
using a modified 2/1 ARM historical default curve.    

In the aforementioned article, S&P note that the expected losses
for the entire 2006 vintage that result from applying the 2006
curve range from 12% to 17%.  Losses for the fourth-quarter 2006
transactions will more likely be toward the higher end of that
range, based on higher delinquencies and lower home price
appreciation.

For the fourth-quarter 2005 through third-quarter 2006 vintage
transactions, we then compared the projected losses for the next
distribution date that result from applying the two aforementioned
approaches to actual losses incurred on the September 2007
distribution date, as well as to the average losses incurred
during the past three months.  When the projected losses exceeded
the actual losses, S&P used the results from the modified default
curve assumptions, which emphasized delinquency trends; when
actual losses exceeded projected losses, S&P utilized the loss
curve detailed in the July 11, 2007, commentary.  For the fourth-
quarter 2006 transactions, we primarily used the July assumptions
due to the insufficient seasoning of the transactions from that
quarter.

For both sets of default and loss assumptions, S&P lowered its
rating to 'CCC' on any class that did not pass S&P's stress test
scenario within 12 months, regardless of its current rating.  
Similarly, S&P lowered its rating to 'B' on any class that did not
pass our stress test scenario within 13 to 24 months.  Finally,
S&P lowered its rating to 'BB' on any class that did not pass its
stress test scenario within 25 to 36 months.  In cases where the
remaining loss protection on a more senior class was materially
eroded by stressed losses, S&P adjusted the rating lower to
reflect the reduced relative protection of the class.

Rating changes predominantly affected the 'BBB' rating categories.  
These downgrades, as a percentage of the total dollar amount
downgraded, are distributed across the rating categories as:


        Rating category   Percentage of ratings lowered
        ---------------    ---------------------------
              AAA                     1.1
              AA+                     0.8
              AA                      4.2
              AA-                     3.5
              A+                      6.1
              A                       8.4
              A-                     10.5
              BBB+                   11.0
              BBB                    14.4
              BBB-                   13.2
              BB+                     8.9
              BB                      7.9
              BB-                     0.9
              B+                      0.3
              B                       8.7

Standard & Poor's believes that current credit support is
sufficient for the affirmed 'AAA' rated tranches to maintain those
ratings given our current expectations of losses.  In fact, S&P's
analysis of the 'AAA' rated securities from the four transactions
with the highest percentage of severe delinquencies (MASTR Asset
Backed Securities Trust 2006-FRE1, Bravo Mortgage Asset Trust
2006-1, Fremont Home Loan Trust 2006-1, and SG Mortgage Securities
Trust 2006-FRE1) shows that projected outstanding credit support
from subordination after projected losses incurred continues to
provide strong protection, equaling or exceeding the percentage of
subordination at origination.


* S&P Places Ratings on 590 Tranches Under Negative CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 590
tranches from 176 U.S. cash flow and hybrid collateralized debt
obligation transactions on CreditWatch with negative implications.  
The affected tranches have a total issuance amount of $20.616
billion.  These transactions are CDOs of asset-backed securities
collateralized by structured finance securities, including
residential mortgage-backed securities.  

Standard & Poor's placed these CDO ratings on CreditWatch negative
following a review of its rated cash flow and hybrid CDO
transactions with exposure to RMBS securities that have
experienced negative rating actions recently, including the more
than 3,500 classes that were downgraded during the week of Oct.
15, 2007.  Last week's RMBS downgrades further affected
transactions originated in 2005, 2006, and the first half of 2007
and backed by first-lien subprime mortgage loans, closed-end
second-lien mortgage loans, and first-lien Alternative-A mortgage
loans.  The deteriorating credit quality of these securities has
had a significant impact on mezzanine structured finance CDO
transactions, which are CDOs of ABS collateralized primarily by
mezzanine ('A+' rated and below) tranches of RMBS transactions and
other structured finance transactions.  

Of the 176 CDOs of ABS with one or more ratings placed on
CreditWatch negative, 163 are mezzanine SF CDOs.  The remaining 13
CDO transactions are high-grade SF CDOs, which S&P define in this
context as CDOs collateralized primarily by senior ('AAA' and 'AA'
rated) tranches of RMBS transactions that had no more than a 30%
exposure to assets rated 'A+' or below at origination.  
Approximately 80% of the CDO transactions affected by the
CreditWatch placements were originated in 2006 (83 of the 176
affected CDOs) or 2007 (58 of the 176 affected CDOs).  The largest
portion of CreditWatch placements affected tranches rated in the
'BBB' category (37.0%), followed by tranches rated in the 'A'
category (21.5%) and the 'AA' category (18.5%).

Forty (or 6.8%) of the ratings placed on CreditWatch negative were
'AAA' ratings.  In total, the 590 ratings placed on CreditWatch
negative account for approximately 6.2% of the U.S. cash flow and
hybrid CDO classes currently rated by Standard & Poor's.  In terms
of issuance, the $20.616 billion in affected CDO notes represents
approximately 2.25% of the total issuance amount of U.S. cash flow
and hybrid CDO notes rated by Standard & Poor's.  S&P expect to
resolve most of the CreditWatch placements covered in this release
within the next eight weeks.  During this time, S&P will generate
comprehensive cash flow analysis for each of the transactions,
review potential actions by the CDO managers, and bring each
transaction through our committee process.

The CreditWatch placements in this release address Standard &
Poor's rated U.S. cash flow and hybrid CDO transactions.  
Ratings on S&P's non-excess-spread synthetic CDO transactions will
be addressed in a separate forthcoming press release expected by
October 24.  


                             Rating     
                   No. of Tranches On Watch
                   ------------------------
                            AAA        
                            40AA+        
                            11AA         
                            76AA-        
                            22A+         
                            9A          
                            96A-         
                            22BBB+       
                            13BBB        
                            146BBB-       
                            59BB+        
                            46BB         
                            30BB-        
                            7B+         
                            2B          
                            7B-         
                            4

                   Total      590 Ratings


                Placed on Creditwatch Negative                               
                        

                                           Rating
                                           ------
   Transaction                 Class    To              From
   -----------                 -----    --              ----
   Aardvark ABS CDO 2007-1     C        A/Watch Neg     A
   Aardvark ABS CDO 2007-1     D        BBB/Watch Neg   BBB
   Aardvark ABS CDO 2007-1   Sub notes  BB+/WatchNeg    BB+
   ABCDS 2006-1 Ltd.           B        AA/Watch Neg    AA
   ABCDS 2006-1 Ltd.           C        A/Watch Neg     A
   ABCDS 2006-1 Ltd.           D        BBB/Watch Neg   BBB
   ABCDS 2006-1 Ltd.           E        BB+/Watch Neg   BB+
   ABCDS 2006-1 Ltd.           A-3      AAA/Watch Neg   AAA
   ABCDS 2006-1 Ltd.           B-1      BBB-/Watch Neg  BBB-
   ACA ABS 2003-1              B        AA+/Watch Neg   AA+
   ACA ABS 2003-1              C        BBB+/Watch Neg  BBB+
   ACA ABS 2003-1              D        BB-/Watch Neg   BB-
   ACA ABS 2003-2 Ltd.         A-3      A/Watch Neg     A
   ACA ABS 2003-2 Ltd.         B-F      BBB/Watch Neg   BBB
   ACA ABS 2003-2 Ltd.         B-V      BBB/Watch Neg   BBB
   ACA ABS 2003-2 Ltd.         C        BB/Watch Neg    BB
   ACA ABS 2005-2 Ltd.         A-1J     AAA/Watch Neg   AAA
   ACA ABS 2005-2 Ltd.         A-2V     AA/Watch Neg    AA
   ACA ABS 2005-2 Ltd.         A-2F     AA/Watch Neg    AA
   ACA ABS 2005-2 Ltd.         A-3      A-/Watch Neg    A-
   ACA ABS 2005-2 Ltd.         B        BBB/Watch Neg   BBB
   ACA ABS 2005-2 Ltd.      Combo secs  BBB-/Watch Neg  BBB-
   ACA ABS 2006-1 Ltd.         A-1LB    AAA/Watch Neg   AAA
   ACA ABS 2006-1 Ltd.         A-2L     A+/Watch Neg    A+
   ACA ABS 2006-1 Ltd.         A-3L     BBB/Watch Neg   BBB
   ACA ABS 2006-1 Ltd.         B-1L     BBB-/Watch Neg  BBB-
   ACA ABS 2006-2 Ltd.         A1LB     AAA/Watch Neg   AAA
   ACA ABS 2006-2 Ltd.         A2L      A+/Watch Neg    A+
   ACA ABS 2006-2 Ltd.         A3L      A-/Watch Neg    A-
   ACA ABS 2006-2 Ltd.         B1L      BB+/Watch Neg   BB+
   ACA ABS 2007-1 Ltd          A1J      AAA/Watch Neg   AAA
   ACA ABS 2007-1 Ltd          A2       AA/Watch Neg    AA
   ACA ABS 2007-1 Ltd       Rated Eqty  BBB-/Watch Neg  BBB-
   ACA ABS 2007-2 Ltd.         A1M      AAA/Watch Neg   AAA
   ACA ABS 2007-2 Ltd.         A1J      AAA/Watch Neg   AAA
   ACA ABS 2007-2 Ltd.         A2       AA/Watch Neg    AA
   ACA ABS 2007-2 Ltd.         A3       A/Watch Neg     A
   ACA ABS 2007-2 Ltd.         B1       BBB/Watch Neg   BBB
   ACA ABS 2007-2 Ltd.         B2       BBB-/Watch Neg  BBB-
   Acacia Option ARM 1 CDO Ltd B        BBB/Watch Neg   BBB
   Adams Square Funding I Ltd. A        AAA/Watch Neg   AAA
   Adams Square Funding I Ltd. B-1      AA/Watch Neg    AA
   Adams Square Funding I Ltd. B-2      AA-/Watch Neg   AA-
   Adams Square Funding I Ltd. C         A/Watch Neg    A
   Adams Square Funding I Ltd. D         BBB/Watch Neg  BBB
   Adams Square Funding I Ltd. E         BB+/Watch Neg  BB+
   Adams Square Funding II Ltd.A2        AAA/Watch Neg  AAA
   Adams Square Funding II Ltd.A3        AA/Watch Neg   AA
   Adams Square Funding II Ltd.B         A/Watch Neg    A
   Adams Square Funding II Ltd.C         BBB/Watch Neg  BBB
   Adams Square Funding II Ltd.D         BBB-/Watch Neg BBB-   
   Adams Square Funding II Ltd.E         BB+/Watch Neg  BB+
   Alexander Park CDO I Ltd.   D-1       BBB/Watch Neg  BBB
   Alexander Park CDO I Ltd.   D-2       BBB/Watch Neg  BBB
   Anderson Mezzanine Funding
   2007-1 Ltd.                 A-2       AAA/Watch Neg  AAA
   Arca Funding 2006-1 Ltd.   II Fd Sr   AA/Watch Neg   AA
   Arca Funding 2006-1 Ltd.   III Fd Sr  A/Watch Neg    A
   Arca Funding 2006-1 Ltd.   IV Fd Sr   A-/Watch Neg   A-
   Arca Funding 2006-1 Ltd.   V Fd Mezz  BBB/Watch Neg  BBB
   Arca Funding 2006-1 Ltd.   VI Fd Mezz BB/Watch Neg   BB
   Arca Funding 2006-1 Ltd.   VII FdMezz BB-/Watch Neg  BB-
   Arca Funding 2006-1 Ltd.   VIII FdMez B/Watch Neg    B
   Arca Funding 2006-II Ltd.   II        AA+/Watch Neg  AA+
   Arca Funding 2006-II Ltd.   III       A+/Watch Neg   A+
   Arca Funding 2006-II Ltd.   IV-A      BBB/Watch Neg  BBB
   Arca Funding 2006-II Ltd.   IV-B      BBB/Watch Neg  BBB
   Arca Funding 2006-II Ltd.   V         BB/Watch Neg   BB
   Arca Funding 2006-II Ltd.   VI        BB-/Watch Neg  BB-
   Arca Funding 2006-II Ltd.   VII       BB-/Watch Neg  BB-
   Auriga CDO Ltd.             D         A/Watch Neg    A
   Auriga CDO Ltd.             E         A-/Watch Neg   A-
   Auriga CDO Ltd.             F         BBB/Watch Neg  BBB
   Auriga CDO Ltd.             G         BBB-/Watch Neg BBB-
   AVANTI Funding 2006-1 Ltd   B (def)   A/Watch Neg    A
   AVANTI Funding 2006-1 Ltd   C (def)   BBB/Watch Neg  BBB
   Belle Haven ABS
    CDO 2005-1 Ltd.            D-1       BBB/Watch Neg  BBB
   Belle Haven ABS
    CDO 2005-1 Ltd.            D-2       BBB/Watch Neg  BBB
   Bering CDO I Ltd            A-1J      AAA/Watch Neg  AAA
   Bering CDO I Ltd            A-2       AA/Watch Neg   AA
   Bering CDO I Ltd            A-3       A/Watch Neg    A
   Bering CDO I Ltd            B         BBB/Watch Neg  BBB
   Bering CDO I Ltd            C         BB/Watch Neg   BB
   BFC Ajax CDO Ltd            B         AA/Watch Neg   AA
   BFC Ajax CDO Ltd.           X         A+/Watch Neg   A+
   BFC Ajax CDO Ltd.           C         A/Watch Neg    A
   BFC Ajax CDO Ltd.           D         BBB/Watch Neg  BBB
   BFC Genesee CDO Ltd         A-3L      A/Watch Neg    ABFC    
   Genesee CDO Ltd             B-1L      BBB/Watch Neg  BBB
   BFC Silverton CDO Ltd.      D         A/Watch Neg    A
   BFC Silverton CDO Ltd.      E         BBB/Watch Neg  BBB
   BFC Silverton CDO Ltd.      F         BB+/Watch Neg    BB+
   Bluegrass ABS CDO II Ltd.   B         AA/Watch Neg     AA
   Bluegrass ABS CDO II Ltd.   C-1       BBB/Watch Neg    BBB
   Bluegrass ABS CDO II Ltd.   C-2       BBB/Watch Neg    BBB
   Bluegrass ABS CDO II Ltd. Type l Com  BBB/Watch Neg    BBB
   Brookville CDO I Ltd.       A-3       AAA/Watch Neg    AAA
   Brookville CDO I Ltd.       B         AA/Watch Neg     AA
   Brookville CDO I Ltd.       C         A/Watch Neg      A
   Brookville CDO I Ltd.       D         BBB/Watch Neg    BBB
   Brookville CDO I Ltd.       E         BBB-/Watch Neg   BBB-
   Cairn Mezz ABS CDO II Ltd.  E         BB+/Watch Neg    BB+
   Cairn Mezz ABS CDO IV Ltd.  B1        BBB/Watch Neg    BBB
   Cairn Mezz ABS CDO IV Ltd.  B2        BBB-/Watch Neg   BBB-
   Caldecott CDO 1 Ltd.        A-3       AAA/Watch Neg    AAA
   Camber 5 Ltd                C         BBB/Watch Neg    BBB
   Camber 6 plc                E         BBB/Watch Neg    BBB
   Camber 6 plc                F         BB+/Watch Neg    BB+
   Careel Bay CDO Ltd.         A3        A/Watch Neg      A
   Careel Bay CDO Ltd.         B         BBB/Watch Neg    BBB
   Careel Bay CDO Ltd.         C         BB/Watch Neg     BB
   Carina CDO Ltd.             A-2       AAA/Watch Neg    AAA
   Carina CDO Ltd.             B-1       AA/Watch Neg     AA
   Carina CDO Ltd.             B-2       AA-/Watch Neg    AA-
   Carina CDO Ltd.             C-1       A/Watch Neg      A
   Carina CDO Ltd.             C-2       A-/Watch Neg     A-
   Carina CDO Ltd.             D-1       BBB+/Watch Neg   BBB+
   Carina CDO Ltd.             D-2       BBB/Watch Neg    BBB
   Carina CDO Ltd.             D-3       BBB-/Watch Neg   BBB-
   Carina CDO Ltd.             X-1       BBB/Watch Neg    BBB
   Carina CDO Ltd.             X-2       BBB-/Watch Neg   BBB-
   Cetus ABS CDO 2006-1 Ltd.   A-1       AA+/Watch Neg    AA+
   Cetus ABS CDO 2006-1 Ltd.   A-2       AA-/Watch Neg    AA-
   Cetus ABS CDO 2006-1 Ltd.   B         BBB/Watch Neg    BBB
   Cetus ABS CDO 2006-1 Ltd.   C         BB/Watch Neg     BB
   Cetus ABS CDO 2006-1 Ltd.   D         B-/Watch Neg     B-
   Cetus ABS CDO 2006-2 Ltd.   A-1       AA+/Watch Neg    AA+
   Cetus ABS CDO 2006-2 Ltd.   A-2       A+/Watch Neg     A+
   Cetus ABS CDO 2006-2 Ltd.   B         BBB/Watch Neg    BBB
   Cetus ABS CDO 2006-2 Ltd.   C         BB/Watch Neg     BB
   Cetus ABS CDO 2006-3 Ltd.   A-2       AA+/Watch Neg    AA+
   Cetus ABS CDO 2006-3 Ltd.   B         AA-/Watch Neg    AA-
   Cetus ABS CDO 2006-3 Ltd.   C-1       BBB+/Watch Neg   BBB+
   Cetus ABS CDO 2006-3 Ltd.   C-2       BBB/Watch Neg    BBB
   Cetus ABS CDO 2006-3 Ltd.   D-1       BB+/Watch Neg    BB+
   Cetus ABS CDO 2006-3 Ltd.   D-2       BB/Watch Neg     BB
   Cetus ABS CDO 2006-3 Ltd.   E         BB-/Watch Neg    BB-
   Cetus ABS CDO 2006-3 Ltd.   X         BBB-/Watch Neg   BBB-
   Cetus ABS CDO 2006-4 Ltd.   A-1       AAA/Watch Neg    AAA
   Cetus ABS CDO 2006-4 Ltd.   A-2       AA/Watch Neg     AA
   Cetus ABS CDO 2006-4 Ltd.   B         BBB+/Watch Neg   BBB+
   Cetus ABS CDO 2006-4 Ltd.   C         BBB-/Watch Neg   BBB-
   Cetus ABS CDO 2006-4 Ltd.   D         BB/Watch Neg     BB
   Cetus ABS CDO 2006-4 Ltd.   E         B/Watch Neg      B
   Charles Fort CDO I Ltd      C         A/Watch Neg      A
   Charles Fort CDO I Ltd      D-1       BBB+/Watch Neg   BBB+
   Charles Fort CDO I Ltd      D-2       BBB/Watch Neg    BBB
   Charles Fort CDO I Ltd      E         BB+/Watch Neg    BB+
   Charles River CDO I Ltd.    B-F       BBB/Watch Neg    BBB
   Charles River CDO I Ltd.    B-V       BBB/Watch Neg    BBB
   Charles River CDO I Ltd.    C         BB/Watch Neg     BB
   Cherry Creek CDO I Ltd      A-3       A/Watch Neg      A
   Cherry Creek CDO I Ltd      B         BB+/Watch Neg    BB+
   Clifton I CDO Ltd.          C         A/Watch Neg      A
   Clifton I CDO Ltd.          D         BBB/Watch Neg    BBB
   Coldwater CDO Ltd.          A-2       AAA/Watch Neg    AAA
   Coldwater CDO Ltd.          A-3       AA/Watch Neg     AA
   Coldwater CDO Ltd.          B-2       A/Watch Neg      A
   Coldwater CDO Ltd.          C         BBB/Watch Neg    BBB
   Commodore CDO II Ltd        B         AA/Watch Neg     AA
   Commodore CDO II Ltd        C         BBB/Watch Neg    BBB
   Commodore CDO V Ltd.        B         AA/Watch Neg     AA
   Commodore CDO V Ltd.        C         A/Watch Neg      A
   Commodore CDO V Ltd.        D         BBB/Watch Neg    BBB
   Commodore CDO V Ltd.        E         BB+/Watch Neg    BB+
   Corona Borealis CDO Ltd.    D         BBB/Watch Neg    BBB
   Costa Bella CDO Ltd.        D         A/Watch Neg      A
   Costa Bella CDO Ltd.        E         BBB/Watch Neg    BBB
   Costa Bella CDO Ltd.        F         BBB-/Watch Neg   BBB-
   Costa Bella CDO Ltd.        G         BB/Watch Neg     BB
   Crystal River CDO
    2005-1 Ltd.                D-1       AA/Watch Neg     AA
   Crystal River CDO
    2005-1 Ltd.                E         A/Watch Neg      A
   Crystal River CDO
    2005-1 Ltd.                F         BBB/Watch Neg    BBB
   Crystal River CDO
    2005-1 Ltd.                G         BB+/Watch Neg    BB+
   Crystal River CDO
    2005-1 Ltd.                H         BB/Watch Neg     BB
   Crystal River CDO
    2005-1 Ltd.                D-2       AA/Watch Neg     AA
   Diogenes CDO I, Ltd.        D         BBB/Watch Neg    BBB
   Draco 2007-1 Ltd.           C1        BBB-/Watch Neg   BBB-
   Draco 2007-1 Ltd.           C2        BB/Watch Neg     BB
   Duke Funding IX Ltd.        A3V       A/Watch Neg      A
   Duke Funding IX Ltd.        A3F       A/Watch Neg      A
   Duke Funding IX Ltd.        B         BBB/Watch Neg    BBB
   Duke Funding VI Ltd.        A3        A/Watch Neg      A
   Duke Funding VI Ltd.        BV        BBB/Watch Neg    BBB
   Duke Funding VI Ltd.        BF        BBB/Watch Neg    BBB
   Duke Funding VI Ltd.    Comp l sec    BBB/Watch Neg    BBB
   Duke Funding XI Ltd.        B-1E      BBB/Watch Neg    BBB
   Dutch Hill Funding I Ltd.   B         AA/Watch Neg     AA
   Dutch Hill Funding I Ltd.   C         A/Watch Neg      A
   Dutch Hill Funding I Ltd.   E         BB+/Watch Neg    BB+
   Dutch Hill Funding II Ltd   C         A/Watch Neg      A
   Dutch Hill Funding II Ltd   C loan    A/Watch Neg      A
   Dutch Hill Funding II Ltd   D-1       BBB+/Watch Neg   BBB+
   Dutch Hill Funding II Ltd   D-2       BBB/Watch Neg    BBB
   Dutch Hill Funding II Ltd   D-3       BB+/Watch Neg    BB+
   E*Trade ABS CDO IV Ltd.     B         AA/Watch Neg     AA
   E*Trade ABS CDO IV Ltd.     C         BBB/Watch Neg    BBB
   E*Trade ABS CDO IV Ltd.     D         BB+/Watch Neg    BB+
   E*Trade ABS CDO IV Ltd.     Pref shrs B/Watch Neg      B
   E*Trade ABS CDO V Ltd       C         BB/Watch Neg     BB
   E*Trade ABS CDO VI Ltd      B-1       BBB/Watch Neg    BBB
   E*Trade ABS CDO VI Ltd      B-2       BBB-/Watch Neg   BBB-
   FAB US 2006-1 PLC           A3        AAA/Watch Neg    AAA
   FAB US 2006-1 PLC           A4        AA/Watch Neg     AA
   FAB US 2006-1 PLC           B         A-/Watch Neg     A-
   FAB US 2006-1 PLC           C         BBB/Watch Neg    BBB
   Fortius II Funding Ltd.     A-2       AAA/Watch Neg    AAA
   Fourth Street Funding Ltd.  C         AA-/Watch Neg    AA-
   Fourth Street Funding Ltd.  D         A/Watch Neg      A
   Fourth Street Funding Ltd.  E         BBB/Watch Neg    BBB
   Fourth Street Funding Ltd.  F         BBB-/Watch Neg   BBB-
   Furlong Synthetic ABS
    CDO 2006-1 Ltd.            B         BBB/Watch Neg    BBB
   Gemstone CDO IV Ltd.        B         AA/Watch Neg     AA
   Gemstone CDO IV Ltd.        C         A/Watch Neg      A
   Gemstone CDO VI Ltd         A-2       AAA/Watch Neg    AAA
   Gemstone CDO VI Ltd         B         AA/Watch Neg     AA
   Gemstone CDO VI Ltd         C         A/Watch Neg      A
   Gemstone CDO VII Ltd        C         A/Watch Neg      A
   Gemstone CDO VII Ltd        E         BB+/Watch Neg    BB+
   Glacier Funding CDO IV Ltd  D         BBB/Watch Neg    BBB
   Glacier Funding CDO IV Ltd  E         BB+/Watch Neg    BB+
   Glacier Funding CDO V Ltd   B         AA/Watch Neg     AA
   Glacier Funding CDO V Ltd   C         AA-/Watch Neg    AA-
   Glacier Funding CDO V Ltd   D         A/Watch Neg      A
   Glacier Funding CDO V Ltd   E         BBB/Watch Neg    BBB
   Glacier Funding CDO V Ltd   F         BBB-/Watch Neg   BBB-
   Glacier Funding CDO V Ltd   G         BB+/Watch Neg    BB+
   Grand Avenue CDO I Ltd      C         A/Watch Neg      A
   Grand Avenue CDO I Ltd      D         BBB/Watch Neg    BBB
   Grand Avenue CDO I Ltd      E-1       BB/Watch Neg     BB
   Grand Avenue CDO I Ltd      E-2       BB/Watch Neg     BB
   GSC ABS CDO 2005-1 Ltd.     A3        A/Watch Neg      A
   GSC ABS CDO 2005-1 Ltd.     B         BBB/Watch Neg    BBB
   GSC ABS CDO 2006-2m Ltd.    D         A/Watch Neg      A
   GSC ABS CDO 2006-2m Ltd.    E         BBB/Watch Neg    BBB
   GSC ABS CDO 2006-2m Ltd.    F         BB+/Watch Neg    BB+
   GSC ABS CDO 2006-2m Ltd.    G         BB/Watch Neg     BB
   GSC ABS CDO 2006-4u         A1        AAA/Watch Neg    AAA
   GSC ABS CDO 2006-4u         A2        AA/Watch Neg     AA
   GSC ABS CDO 2006-4u         A3        A-/Watch Neg     A-
   GSC ABS CDO 2006-4u         B         BBB-/Watch Neg   BBB-
   GSC ABS CDO 2006-4u         C         BB/Watch Neg     BB
   GSC ABS Funding 2006-3g Ltd.C         A/Watch Neg      A
   GSC CDO 2007-1r Ltd.        A-2LA     AA/Watch Neg     AA
   Gulf Stream-Atlantic
    CDO 2007-1 Ltd             C         A/Watch Neg      A
   Gulf Stream-Atlantic
    CDO 2007-1 Ltd             D         BBB+/Watch Neg   BBB+
   Gulf Stream-Atlantic
    CDO 2007-1 Ltd             E         BBB/Watch Neg    BBB
   Gulf Stream-Atlantic
    CDO 2007-1 Ltd             F         BBB-/Watch Neg   BBB-
   Gulf Stream-Atlantic
    CDO 2007-1 Ltd             G         BB+/Watch Neg    BB+
   Gulf Stream-Atlantic
     CDO 2007-1 Ltd         Sub notes    B/Watch Neg      B
   Hamilton Gardens CDO Ltd.   D         BBB-/Watch Neg   BBB-
   Hartshorne CDO I Ltd.       A-2       AA/Watch Neg     AA
   Hartshorne CDO I Ltd.       A-3       A/Watch Neg      A
   Hartshorne CDO I Ltd.       B1        BBB+/Watch Neg   BBB+
   Hartshorne CDO I Ltd.       B2        BBB/Watch Neg    BBB
   Hartshorne CDO I Ltd.       B3        BBB-/Watch Neg   BBB-
   Hudson Mezzanine
    Funding 2006-1 Ltd.        C         A/Watch Neg      A
   Independence V CDO Ltd.      A-2A      AAA/Watch Neg    AAA
   Independence V CDO Ltd.      A-2B      AAA/Watch Neg    AAA
   Independence VII CDO Ltd.    E         BBB/Watch Neg    BBB
   Independence VII CDO Ltd.    F         BB+/Watch Neg    BB+
   Ischus CDO II Ltd.           D         BBB/Watch Neg    BBB
   Ischus Mezzanine CDO III Ltd.B-1       AA/Watch Neg     AA
   Ischus Mezzanine CDO III Ltd.B-2       AA/Watch Neg     AA
   Ischus Mezzanine CDO III Ltd.C         A/Watch Neg      A
   Ischus Mezzanine CDO III Ltd.D         BBB/Watch Neg    BBB
   Ischus Mezzanine CDO III Ltd.E         BB+/Watch Neg    BB+
   Ischus Mezzanine CDO IV Ltd. D         BBB/Watch Neg    BBB
   Ischus Synthetic ABS
    CDO 2006-2 Ltd.             B-2L      BB+/Watch Neg    BB+
   Istana High Grade ABS
    CDO I Ltd.                  C         A/Watch Neg      A
   Istana High Grade ABS
    CDO I Ltd.                  D         BBB/Watch Neg    BBB
   Istana High Grade ABS
    CDO I Ltd.                  E         BB+/Watch Neg    BB+
   Ivy Lane CDO Ltd.            C         BBB/Watch Neg    BBB
   IXIS ABS CDO 2 Ltd.          C         A/Watch Neg      A
   IXIS ABS CDO 2 Ltd.          D         BBB/Watch Neg    BBB
   IXIS ABS CDO 2 Ltd.          E         BB+/Watch Neg    BB+
   Kefton CDO I Ltd.            II        AAA/Watch Neg    AAA
   Kefton CDO I Ltd.            III       AA/Watch Neg     AA
   Kefton CDO I Ltd.            IV        AA-/Watch Neg    AA-
   Kefton CDO I Ltd.            V         A/Watch Neg      A
   Kefton CDO I Ltd.            VI        BBB/Watch Neg    BBB
   Kefton CDO I Ltd.            VII       BB+/Watch Neg    BB+
   Khaleej II CDO Ltd.          B         AA/Watch Neg     AA
   Khaleej II CDO Ltd.          C         A/Watch Neg      A
   Khaleej II CDO Ltd.          D         BBB/Watch Neg    BBB
   Kleros Preferred
    Funding V PLC               E         BBB/Watch Neg    BBB
   Kleros Real Estate
    CDO I Ltd.                  C         AA-/Watch Neg    AA-
   Kleros Real Estate
    CDO II Ltd.                 A-2       AAA/Watch Neg    AAA
   Kleros Real Estate
    CDO II Ltd.                 B         AA/Watch Neg     AA
   Kleros Real Estate
    CDO II Ltd.                 D         BBB/Watch Neg    BBB
   Kleros Real Estate
    CDO III Ltd.                A-2       AA/Watch Neg     AA
   Kleros Real Estate
    CDO III Ltd.                A-3       A/Watch Neg      A
   Kleros Real Estate
    CDO III Ltd.                B         BBB-/Watch Neg   BBB-
   Kleros Real Estate
    CDO III Ltd.                C         BB/Watch Neg     BB
   Knollwood CDO Ltd.           C         BBB/Watch Neg    BBB
   Laguna Seca Funding I Ltd.   A-4       AA/Watch Neg     AA
   Laguna Seca Funding I Ltd.   B         A-/Watch Neg     A-
   Laguna Seca Funding I Ltd.   C         BBB/Watch Neg    BBB
   Laguna Seca Funding I Ltd.   D         BBB-/Watch Neg   BBB-
   Lexington Capital
    Funding II Ltd.             D         A/Watch Neg      A
   Lexington Capital
    Funding II Ltd.             E         BBB/Watch Neg    BBB
   Lexington Capital
    Funding II Ltd.             F         BB+/Watch Neg    BB+
   Lexington Capital
    Funding III Ltd.            C         AA-/Watch Neg    AA-
   Lexington Capital
    Funding III Ltd.            D         A/Watch Neg      A
   Lexington Capital
    Funding III Ltd.            E         A-/Watch Neg     A-
   Lexington Capital
    Funding III Ltd.            F         BBB/Watch Neg    BBB
   Lexington Capital
    Funding III Ltd.            G         BBB-/Watch Neg   BBB-
   Lexington Capital
    Funding III Ltd.            H         BBB-/Watch Neg   BBB-
   Lexington Capital
    Funding Ltd.                D         BBB/Watch Neg    BBB
   Lexington Capital
    Funding Ltd.                E         BB+/Watch Neg    BB+
   Lexington Capital
    Funding V Ltd.              B         AA/Watch Neg     AA
   Lexington Capital
    Funding V Ltd.              C         A/Watch Neg      A
   Lexington Capital   
    Funding V Ltd.              D         BBB/Watch Neg    BBB
   Lexington Capital
    Funding V Ltd.              E         BBB-/Watch Neg   BBB-
   Libertas Preferred
    Funding II Ltd.             B         AA/Watch Neg     AA
   Libertas Preferred
    Funding II Ltd.             C         A/Watch Neg      A
   Libertas Preferred
    Funding II Ltd.             D         BBB/Watch Neg    BBB
   Libertas Preferred
    Funding II Ltd.             E         BBB-/Watch Neg   BBB-
   Libertas Preferred
    Funding II Ltd.             F         BB/Watch Neg     BB
   Libertas Preferred
    Funding III Ltd.            VI        A/Watch Neg      A
   Libertas Preferred
    Funding III Ltd.            VII       BBB/Watch Neg    BBB
   Libertas Preferred
    Funding III Ltd.            VIII      BBB-/Watch Neg   BBB-
   Libertas Preferred
    Funding IV Ltd.             C         A/Watch Neg      A
   Libertas Preferred
    Funding IV Ltd.             D         BBB/Watch Neg    BBB
   Libertas Preferred
    Funding IV Ltd.             E         BBB-/Watch Neg   BBB-
   Libra CDO Ltd.               C         A/Watch Neg      A
   Libra CDO Ltd.               D         BBB/Watch Neg    BBB
   Libra CDO Ltd.               X         BBB-/Watch Neg   BBB-
   Lincoln Avenue ABS CDO Ltd.  B         AA/Watch Neg     AA
   Lincoln Avenue ABS CDO Ltd.  C         A/Watch Neg      A
   Lincoln Avenue ABS CDO Ltd.  D         BBB/Watch Neg    BBB
   Long Hill 2006-1 Ltd.        B         BBB/Watch Neg    BBB
   Long Hill 2006-1 Ltd.        C         BB+/Watch Neg    BB+
   Longport Funding III Ltd.    B         AA/Watch Neg     AA
   Longport Funding III Ltd.    C         A/Watch Neg      A
   Longport Funding III Ltd.    D         BBB/Watch Neg    BBB
   Longport Funding III Ltd.    E         BBB-/Watch Neg   BBB-
   Longport Funding III Ltd.    Sub notes BB/Watch Neg     BB
   Longridge ABS CDO I Ltd.     A-2       AAA/Watch Neg    AAA
   Longshore CDO
    Funding 2007-3 Ltd.         C         A/Watch Neg      A
   Longshore CDO
    Funding 2007-3 Ltd.         D         BBB/Watch Neg    BBB
   Longstreet CDO I Ltd.        A-2       AAA/Watch Neg    AAA
   Longstreet CDO I Ltd.        B         AA/Watch Neg     AA
   Longstreet CDO I Ltd.        C         AA-/Watch Neg    AA-
   Longstreet CDO I Ltd.        D         A/Watch Neg      A
   Longstreet CDO I Ltd.        E         BBB/Watch Neg    BBB
   Longstreet CDO I Ltd.        F         BBB-/Watch Neg   BBB-
   Longstreet CDO I Ltd.        G         BB+/Watch Neg    BB+
   Markov CDO I Ltd.            D         BBB/Watch Neg    BBB
   Markov CDO I Ltd.            E         BB+/Watch Neg    BB+
   Maxim High Grade CDO II Ltd. D         A/Watch Neg      A
   Maxim High Grade CDO II Ltd. C         AA-/Watch Neg    AA-
   Maxim High Grade CDO II Ltd. E         BBB/Watch Neg    BBB
   Mayflower CDO I Ltd.         A-2L      AA/Watch Neg     AA
   Mayflower CDO I Ltd.         A-3L      A/Watch Neg      A
   Mayflower CDO I Ltd.         B-1L      BBB/Watch Neg    BBB
   Mercury CDO III Ltd.         C         A/Watch Neg      A
   Mercury CDO III Ltd.         D         BBB/Watch Neg    BBB
   Midori CDO Ltd.              C         A/Watch Neg      A
   Midori CDO Ltd.              D         BBB/Watch Neg    BBB
   Midori CDO Ltd.              E         BBB-/Watch Neg   BBB-
   MKP CBO V Ltd.               E         BBB/Watch Neg    BBB
   MKP CBO V Ltd.               F         BBB-/Watch Neg   BBB-
   Montauk Point CDO II Ltd.    B         BBB/Watch Neg    BBB
   Montauk Point CDO II Ltd.    C         BB/Watch Neg     BB
   Montauk Point CDO Ltd.       C         AA-/Watch Neg    AA-
   Montauk Point CDO Ltd.       D         A/Watch Neg      A
   Montauk Point CDO Ltd.       E         BBB/Watch Neg    BBB
   Montauk Point CDO Ltd.       F         BBB-/Watch Neg   BBB-
   Montauk Point CDO Ltd.       G         BB+/Watch Neg    BB+
   Mugello ABS CDO 2006-1 Ltd.  A-2       AA/Watch Neg     AA
   Mugello ABS CDO 2006-1 Ltd.  B         A/Watch Neg      A
   Mystic Point CDO Ltd.        B         AA/Watch Neg     AA
   Mystic Point CDO Ltd.        C         A/Watch Neg      A
   Mystic Point CDO Ltd.        D         BBB/Watch Neg    BBB
   Mystic Point CDO Ltd.        E         BBB-/Watch Neg   BBB-
   Neptune CDO III Ltd.         C         BBB/Watch Neg    BBB
   Neptune CDO IV Ltd.          B         AA/Watch Neg     AA
   Neptune CDO IV Ltd.          C         AA-/Watch Neg    AA-
   Neptune CDO IV Ltd.          D         A/Watch Neg      A
   Neptune CDO IV Ltd.          E         BBB/Watch Neg    BBB
   Neptune CDO V Ltd.           A-1LB     AAA/Watch Neg    AAA
   Neptune CDO V Ltd.           A-2L      AA/Watch Neg     AA
   Neptune CDO V Ltd.           A-3L      AA-/Watch Neg    AA-
   Neptune CDO V Ltd.           A-4L      A/Watch Neg      A
   Neptune CDO V Ltd.           A-5L      A-/Watch Neg     A-
   Neptune CDO V Ltd.           B-1L      BBB/Watch Neg    BBB
   Norma CDO I Ltd.             D         A/Watch Neg      A
   Norma CDO I Ltd.             E         BBB/Watch Neg    BBB
   Norma CDO I Ltd.             F         BBB-/Watch Neg   BBB-
   Norma CDO I Ltd.             G         BBB-/Watch Neg   BBB-
   Norma CDO I Ltd.             H         BBB-/Watch Neg   BBB-
   North Cove CDO II Ltd.       C         AA-/Watch Neg    AA-
   North Cove CDO II Ltd.       D         A-/Watch Neg     A-
   North Cove CDO II Ltd.       E         BBB/Watch Neg    BBB
   Northlake CDO I Ltd.         II        A/Watch Neg      A
   Northlake CDO I Ltd.         III       B+/Watch Neg     B+
   Northwall Funding CDO I Ltd. B         AA/Watch Neg     AA
   Northwall Funding CDO I Ltd. C         BBB/Watch Neg    BBB
   NovaStar ABS CDO I Ltd.      A-2       AAA/Watch Neg    AAA
   NovaStar ABS CDO I Ltd.      B         AA/Watch Neg     AA
   NovaStar ABS CDO I Ltd.      C         A/Watch Neg      A
   NovaStar ABS CDO I Ltd.      D         BBB/Watch Neg    BBB
   Octans CDO I Ltd.            A-2B      AAA/Watch Neg    AAA
   Octans CDO I Ltd.            B         AA/Watch Neg     AA
   Octans CDO I Ltd.            C         AA-/Watch Neg    AA-
   Octans CDO I Ltd.            D         A/Watch Neg      A
   Octans CDO I Ltd.            E         A-/Watch Neg     A-
   Octans CDO I Ltd.            F         BBB/Watch Neg    BBB
   Octans CDO I Ltd.            G         BBB-/Watch Neg   BBB-
   Octans II CDO Ltd.           A-3B      AAA/Watch Neg    AAA
   Octans II CDO Ltd.           B         AA/Watch Neg     AA
   Octans II CDO Ltd.           C-1       A/Watch Neg      A
   Octans II CDO Ltd.           C-2       A-/Watch Neg     A-
   Octans II CDO Ltd.           D         BBB/Watch Neg    BBB
   Octans II CDO Ltd.           X-1       BBB-/Watch Neg   BBB-
   Octans II CDO Ltd.           X-2       BBB-/Watch Neg   BBB-
   Octans III CDO Ltd.          A-2       AA/Watch Neg     AA
   Octans III CDO Ltd.          B         A-/Watch Neg     A-
   Octans III CDO Ltd.          C         BBB-/Watch Neg   BBB-
   Octans III CDO Ltd.          D         BB/Watch Neg     BB
   Octans III CDO Ltd.          E         B/Watch Neg      B
   Octonion I CDO Ltd.          A3        AA/Watch Neg     AA
   Octonion I CDO Ltd.          B         A/Watch Neg      A
   Octonion I CDO Ltd.          C         BBB/Watch Neg    BBB
   Octonion I CDO Ltd.          D         BBB-/Watch Neg   BBB-
   Octonion I CDO Ltd.          E         BB+/Watch Neg    BB+
   Orchid Structured Finance
    CDO III Ltd.                E         BBB/Watch Neg    BBB
   Orchid Structured
    Finance CDO Ltd.            B         A-/Watch Neg     A-
   Orchid Structured
    Finance CDO Ltd.            C-1       B-/Watch Neg     B-
   Orchid Structured
    Finance CDO Ltd.            C-2       B-/Watch Neg     B-
   Orion 2006-2 Ltd.            A-2       AA+/Watch Neg    AA+
   Orion 2006-2 Ltd.            B-1       AA/Watch Neg     AA
   Orion 2006-2 Ltd.            B-2       AA-/Watch Neg    AA-
   Orion 2006-2 Ltd.            C-1       A-/Watch Neg     A-
   Orion 2006-2 Ltd.            C-2       BBB/Watch Neg    BBB
   Orion 2006-2 Ltd.            D-1       BB/Watch Neg     BB
   Orion 2006-2 Ltd.            D-2       BB-/Watch Neg    BB-
   Orion 2006-2 Ltd.            E         B-/Watch Neg     B-
   Orion 2006-2 Ltd.            X         BB/Watch Neg     BB
   Palmer ABS CDO 2007-1 Ltd.   B         A/Watch Neg      A
   Palmer ABS CDO 2007-1 Ltd.   C         BBB/Watch Neg    BBB
   Palmer ABS CDO 2007-1 Ltd.   D         BB+/Watch Neg    BB+
   Pine Mountain CDO II Ltd.    B         AA/Watch Neg     AA
   Pine Mountain CDO II Ltd.    C         A/Watch Neg      A
   Pine Mountain CDO II Ltd.    D         BBB/Watch Neg    BBB
   Pine Mountain CDO II Ltd.    E         BB+/Watch Neg    BB+
   Pine Mountain CDO Ltd.       B         AA/Watch Neg     AA
   Pine Mountain CDO Ltd.       C         A/Watch Neg      A
   Pine Mountain CDO Ltd.       D         BBB/Watch Neg    BBB
   Pinetree CDO Ltd.            B         BBB/Watch Neg    BBB
   Plettenberg Bay CDO Ltd.     A-2       AA/Watch Neg     AA
   Plettenberg Bay CDO Ltd.     B         A-/Watch Neg     A-
   Plettenberg Bay CDO Ltd.     C         BBB/Watch Neg    BBB
   Plettenberg Bay CDO Ltd.     D         BBB-/Watch Neg   BBB-
   Pyxis ABS CDO 2006-1 LLC     A-2       AAA/Watch Neg    AAA
   Pyxis ABS CDO 2006-1 LLC     B         AA/Watch Neg     AA
   Pyxis ABS CDO 2006-1 LLC     C         A/Watch Neg      A
   Pyxis ABS CDO 2006-1 LLC     D         BBB/Watch Neg    BBB
   Pyxis ABS CDO 2006-1 LLC     X         BBB-/Watch Neg   BBB-
   Pyxis ABS CDO 2007-1 Ltd.    B         AA/Watch Neg     AA
   Pyxis ABS CDO 2007-1 Ltd.    C         A/Watch Neg      A
   Pyxis ABS CDO 2007-1 Ltd.    D-1       BBB/Watch Neg    BBB
   Pyxis ABS CDO 2007-1 Ltd.    D-2       BBB-/Watch Neg   BBB-
   Pyxis ABS CDO 2007-1 Ltd.    E         BB+/Watch Neg    BB+
   Pyxis ABS CDO 2007-1 Ltd.    F         BB-/Watch Neg    BB-
   RFC CDO IV Ltd.              C         A/Watch Neg      A
   RFC CDO IV Ltd.              D         BBB/Watch Neg    BBB
   Robeco High Grade CDO I Ltd. B         AA/Watch Neg     AA
   Robeco High Grade CDO I Ltd. C         A/Watch Neg      A
   Robeco High Grade CDO I Ltd. D         BBB/Watch Neg    BBB
   Rockville CDO I Ltd.         E         BBB/Watch Neg    BBB
   Sagittarius CDO I Ltd.       C         A/Watch Neg      A
   Sagittarius CDO I Ltd.       D-1       BBB+/Watch Neg   BBB+
   Sagittarius CDO I Ltd.       D-2       BBB/Watch Neg    BBB
   Sagittarius CDO I Ltd.       D-3       BBB-/Watch Neg   BBB-
   Sagittarius CDO I Ltd.       E         BBB-/Watch Neg   BBB-
   Sagittarius CDO I Ltd.       X         BBB-/Watch Neg   BBB-
   Sherwood Funding CDO Ltd.    C         A/Watch Neg      A
   Sherwood Funding CDO Ltd.    D         BBB/Watch Neg    BBB
   Sherwood III ABS CDO Ltd.    A1J       AAA/Watch Neg    AAA
   Sherwood III ABS CDO Ltd.    A2        AA/Watch Neg     AA
   Sherwood III ABS CDO Ltd.    A3        A/Watch Neg      A
   Sherwood III ABS CDO Ltd.    B         BBB/Watch Neg    BBB
   Sherwood III ABS CDO Ltd.    C         BB/Watch Neg     BB
   South Coast Funding I Ltd.   A-2       A-/Watch Neg     A-
   South Coast Funding II Ltd.  A-3       A+/Watch Neg     A+
   South Coast Funding IX Ltd.  B         AA/Watch Neg     AA
   South Coast Funding VII Ltd. Pref shrs BB+/Watch Neg    BB+
   South Coast Funding VIII Ltd.B         AA/Watch Neg     AA
   South Coast Funding VIII Ltd.C         A/Watch Neg      A
   South Coast Funding VIII Ltd.D         BBB/Watch Neg    BBB
   South Coast Funding VIII Ltd.E         BB+/Watch Neg    BB+
   Springdale CDO 2006-1 Ltd.   B         AA/Watch Neg     AA
   Springdale CDO 2006-1 Ltd.   C         A/Watch Neg      A
   Springdale CDO 2006-1 Ltd.   D         BBB/Watch Neg    BBB
   Springdale CDO 2006-1 Ltd.   E         BB+/Watch Neg    BB+
   STACK 2005-2 Ltd.            B         AAA/Watch Neg    AAA
   STACK 2005-2 Ltd.            C         AA/Watch Neg     AA
   STACK 2005-2 Ltd.            D         A/Watch Neg      A
   STACK 2005-2 Ltd.            E         BBB/Watch Neg    BBB
   STACK 2005-2 Ltd.            F         BB+/Watch Neg    BB+
   Stack 2006-1 Ltd.            IV        AA-/Watch Neg    AA-
   Stack 2006-1 Ltd.            V         A/Watch Neg      A
   STACK 2006-2 Ltd.            III       AA/Watch Neg     AA
   STACK 2006-2 Ltd.            IV        AA-/Watch Neg    AA-
   Stack 2007-1 Ltd.            A-3       AAA/Watch Neg    AAA
   Stack 2007-1 Ltd.            A-4       AA/Watch Neg     AA
   Stack 2007-1 Ltd.            B         A+/Watch Neg     A+
   Stack 2007-1 Ltd.            C         A/Watch Neg      A
   Stack 2007-1 Ltd.            D         A-/Watch Neg     A-
   Stack 2007-1 Ltd.            E         BBB/Watch Neg    BBB
   STACK 2007-2 Ltd.            A-2       AAA/Watch Neg    AAA
   STACK 2007-2 Ltd.            B         AA/Watch Neg     AA
   STACK 2007-2 Ltd.            C         A/Watch Neg      A
   STACK 2007-2 Ltd.            D         BBB/Watch Neg    BBB
   STACK 2007-2 Ltd.            E         BBB/Watch Neg    BBB
   STAtic ResidenTial
    CDO 2005-B Ltd.             B         AA+/Watch Neg    AA+
   STAtic ResidenTial
    CDO 2005-B Ltd.             C         AA-/Watch Neg    AA-
   STAtic ResidenTial
    CDO 2005-B Ltd.             D         A-/Watch Neg     A-
   STAtic ResidenTial
    CDO 2005-C Ltd.             B         AA+/Watch Neg    AA+
   STAtic ResidenTial
    CDO 2005-C Ltd.             C         AA-/Watch Neg    AA-
   STAtic ResidenTial
    CDO 2005-C Ltd.             D         A-/Watch Neg     A-
   STAtic ResidenTial
    CDO 2005-C Ltd.             E         BBB/Watch Neg    BBB
   STAtic ResidenTial
    CDO 2006-A, Ltd.            D         A-/Watch Neg     A-
   STAtic ResidenTial
    CDO 2006-A Ltd.             E         BBB/Watch Neg    BBB
   STATIC Residential
    CDO 2006-B Ltd.             A-2       AA+/Watch Neg    AA+
   STATIC Residential
    CDO 2006-B Ltd.             B-1       AA/Watch Neg     AA
   STATIC Residential
    CDO 2006-B Ltd.             B-2       A/Watch Neg      A
   STATIC Residential
    CDO 2006-B Ltd.             C         BBB/Watch Neg    BBB
   STATIC Residential
    CDO 2006-B Ltd.             D         BB/Watch Neg     BB
   STATIC Residential
    CDO 2006-C Ltd.            A-1b      AAA/Watch Neg    AAA
   STATIC Residential
    CDO 2006-C Ltd.            A-2       AA+/Watch Neg    AA+
   STATIC Residential
    CDO 2006-C Ltd.            B-1       AA-/Watch Neg    AA-
   STATIC Residential
    CDO 2006-C Ltd.            B-2       A+/Watch Neg     A+
   STATIC Residential
    CDO 2006-C Ltd.            C         BBB/Watch Neg    BBB
   STATIC Residential
    CDO 2006-C Ltd.            D-1a      BB+/Watch Neg    BB+
   STATIC Residential
    CDO 2006-C Ltd.            D-1b      BB+/Watch Neg    BB+
   STATIC Residential
    CDO 2006-C Ltd.            D-2       B/Watch Neg      B
   Straits Global ABS
    CDO I Ltd.                 B-1       AA/Watch Neg     AA
   Straits Global ABS
    CDO I Ltd.                 B-2       AA/Watch Neg     AA
   Straits Global ABS
    CDO I Ltd.                 C-1       BBB/Watch Neg    BBB
   Straits Global ABS
    CDO I Ltd.                 C-2       BBB/Watch Neg    BBB
   Structured Finance Advisors
    ABS CDO III Ltd.           C         BB+/Watch Neg    BB+
   Structured Finance Advisors
    ABS CDO III Ltd         Pref shares  B/Watch Neg      B
   Summer Street 2007-1 Ltd.   C         A/Watch Neg      A
   Summer Street 2007-1 Ltd.   D         BBB/Watch Neg    BBB
   TABS 2005-2 Oakville Ltd.   D         BBB/Watch Neg    BBB
   Tabs 2005-4 Ltd.            E         BBB/Watch Neg    BBB
   TABS 2006-6 Ltd.            A1J       AAA/Watch Neg    AAA
   TABS 2006-6 Ltd.            A2        AA/Watch Neg     AA
   TABS 2006-6 Ltd.            A3        A/Watch Neg      A
   TABS 2006-6 Ltd.            B1        BBB+/Watch Neg   BBB+
   TABS 2006-6 Ltd.            B2        BBB-/Watch Neg   BBB-
   TABS 2006-6 Ltd.            B3        BB/Watch Neg     BB
   TABS 2006-6 Ltd.            C         B+/Watch Neg     B+
   TABS 2006-6 Ltd.        I Sub nts     BBB-/Watch Neg   BBB-
   TABS 2007-7 Ltd.            A2        AA/Watch Neg     AA
   TABS 2007-7 Ltd.            A3        A/Watch Neg      A
   TABS 2007-7 Ltd.            B1        BBB+/Watch Neg   BBB+
   TABS 2007-7 Ltd.            B2        BBB/Watch Neg    BBB
   TABS 2007-7 Ltd.            B3        BBB-/Watch Neg   BBB-
   TABS 2007-7 Ltd.            C         BB/Watch Neg     BB
   TABS 2007-7 Ltd.           ISubN      BBB-/Watch Neg   BBB-
   Term CDO 2007-1 Ltd.        A-2L      AA+/Watch Neg    AA+
   Term CDO 2007-1 Ltd.        A-3L      A+/Watch Neg     A+
   Term CDO 2007-1 Ltd.        B-1L      BBB+/Watch Neg   BBB+
   TIAA Structured Finance
    CDO II Ltd.                B         AA/Watch Neg     AA
   Topanga CDO II Ltd.         C         BBB/Watch Neg    BBB
   Topanga CDO II Ltd.         D         BB+/Watch Neg    BB+
   Topanga CDO Ltd.            C         BBB/Watch Neg    BBB
   Trainer Wortham First
    Republic CBO III Ltd.      A-2       AAA/Watch Neg    AAA
   Trainer Wortham First
    Republic CBO III Ltd.      B         AA/Watch Neg     AA
   Trainer Wortham First
    Republic CBO III Ltd.      C         A/Watch Neg      A
   Vertical ABS CDO
    2007-1 Ltd.                A1J       AAA/Watch Neg    AAA
   Vertical ABS CDO
    2007-1 Ltd.                A2        AA/Watch Neg     AA
   Vertical ABS CDO
    2007-1 Ltd.                A3        A/Watch Neg      A
   Vertical ABS CDO
    2007-1 Ltd.                B1        BBB/Watch Neg    BBB
   Vertical ABS CDO
    2007-1 Ltd.                B2        BBB-/Watch Neg   BBB-
   Vertical ABS CDO
    2007-1 Ltd.                C         BB/Watch Neg     BB
   Vertical ABS CDO
    2007-1 Ltd.                I         BBB-/Watch Neg   BBB-
   Volans Funding 2007-1 Ltd.  B         AA/Watch Neg     AA
   Volans Funding 2007-1 Ltd.  C         A/Watch Neg      A
   Volans Funding 2007-1 Ltd.  D         BBB/Watch Neg    BBB
   Volans Funding 2007-1 Ltd.  E         BBB-/Watch Neg   BBB-
   Volans Funding 2007-1 Ltd.  F         BBB-/Watch Neg   BB-
   Webster CDO I Ltd.          A-1LB     AAA/Watch Neg    AAA
   Webster CDO I Ltd.          A-2L      AA/Watch Neg     AA
   Webster CDO I Ltd.          A-4L      BBB+/Watch Neg   BBB+
   West Trade Funding
    II CDO Ltd.                E         BBB/Watch Neg    BBB
   West Trade Funding
    II CDO Ltd.                F         BB+/Watch Neg    BB+


* Beard Audio's Featured Conferences for October 2007
-----------------------------------------------------
Beard Audio Conferences presents three bankruptcy-related audio
conferences for October.


  * The Subprime Sector Meltdown:
    Legal Developments and Latest Opportunities
    with Stephen B. Selbst

  * Partnerships in Bankruptcy: Unwinding the Deal
    with Alexander M. Laughlin and H. Jason Gold

  * Using Virtual Data Rooms to Expedite
    M&A and Insolvency Proceedings
    with Eric S. Kurtzman and Jonathan A. Carson

To register, visit http://www.beardaudioconferences.com


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Oct. 25, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     LI Turnaround Member Social
        Davenport Press, Mineola, New York
           Contact: 631-261-6296 or http://www.turnaround.org/

Oct. 25, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Capital Markets Case Study
        Seattle, Washington
           Contact: http://www.turnaround.org/

Oct. 25, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Arizona Chapter Meeting
        Contact: http://www.turnaround.org/

Oct. 26, 2007
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Hotel Adlon Kempinski, Berlin, Germany
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 29, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Monthly Luncheon, Carolinas Chapter - Topic TBA
        Sheraton Greensboro Hotel,
           Greensboro, North Carolina
              Contact: http://www.turnaround.org/

Oct. 29, 2007
  FINANCIAL RESEARCH ASSOCIATES LLC
     6th Annual Distressed Debt Summit
        The 3 West Club, New York, New York
           Contact: http://www.frallc.com/

Oct. 30, 2007
  BEARD AUDIO CONFERENCES
     Using Virtual Data Rooms to Expedite M&A
        and Insolvency Proceedings
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

Oct. 30, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon
        Centre Club, Tampa, Florida
           Contact: 561-882-1331; http://www.turnaround.org/

Oct. 30, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Crisis Communications With Employees, Vendors and Media
        Centre Club, Tampa, Florida
           Contact: http://www.turnaround.org/

Nov. 1, 2007
  ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
     Claims Trading - Issues and Implications
        New York, New York
           Contact: http://www.airacira.org/

Nov. 1, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Breakfast Event
        Carnelian Room, San Francisco, California
           Contact: 510-346-6000 ext 226 or
http://www.turnaround.org/

Nov. 1, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Networking Breakfast
        TBD, Hackensack, New Jersey
           Contact: 908-575-7333; http://www.turnaround.org/

Nov. 5, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     2007 Newsmaker Dinner with Jean Chretien
        Fairmont Royal York Hotel, Toronto, Ontario
           Contact: http://www.turnaround.org/

Nov. 7, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Lenders Forum
        Milleridge Cottage, Jericho, New York
           Contact: http://www.turnaround.org/

Nov. 12, 2007
  AMERICAN BANKRUPTCY INSTITUTE
     Consumer Bankruptcy Conference
        Marriott, Troy, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 13-14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     6th Annual Distressed Debt Symposium
        Jumeirah Carlton Tower, London, United Kingdom
           Contact: http://www.turnaround.org/

Nov. 14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday Mixer
        McCormick & Schmick's, Las Vegas, Nevada
           Contact: 702-952-2480 or http://www.turnaround.org/

Nov. 14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Aloha Airlines Story
        Bankers Club, Miami, Florida
           Contact: http://www.turnaround.org/

Nov. 14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Australia 4th Annual Conference and Gala Dinner
         Hilton, Sydney, Australia
           Contact: http://www.turnaround.org/

Nov. 14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Dinner
        TBA, South Florida
           Contact: 561-882-1331 or http://www.turnaround.org/

Nov. 15, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Portland Holiday Party
        University Club, Portland, Oregon
           Contact: 206-223-5495; http://www.turnaround.org/

Nov. 16, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Meeting with Chapter President, Bruce Sim
        Westin Buckhead, Atlanta, Georgia
           Contact: http://www.turnaround.org/

Nov. 22, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Networking Mixer
        TBA, Vancouver, British Columbia
           Contact: 206-223-5495; http://www.turnaround.org/

Nov. 27, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon - Real Estate Panel
        Citrus Club, Orlando, Florida
           Contact: http://www.turnaround.org/

November 26-27, 2006
  BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT
     Fourteenth Annual Conference on Distressed Investing
        Maximizing Profits in the Distressed Debt Market
           The Jumeirah Essex House, New York, NY
              Contact: 800-726-2524; 903-595-3800;
                 http://beardconferences.com/

Nov. 29, 2007
  INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
     Holiday Gala
        Yale Club, New York, New York
           Contact: http://www.iwirc.org/

Nov. 29, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Special Speaker
        TBD, New Jersey
           Contact: 908-575-7333; http://www.turnaround.org/

Nov. 29, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Special Speaker
        Hilton, Sydney, Australia
           Contact: http://www.turnaround.org/

Nov. 29, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Arizona Chapter Meeting
        Contact: http://www.turnaround.org/

Dec. 5, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Joint Holiday Networking Event with TMA/CFA
        TBA, Philadelphia, Pennsylvania
           Contact: 215-657-5551 or http://www.turnaround.org/

Dec. 6, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Seattle Holiday Party
        Athletic Club, Seattle, Washington
           Contact: 206-223-5495; http://www.turnaround.org/

Dec. 6-8, 2007
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        Westin Mission Hills Resort, Rancho Mirage, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 10, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday Party
        Guy Anthony's Restaurant, Merrick, New York
           Contact: 631-251-6296 or http://www.turnaround.org/

Dec. 13, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday Extravaganza - TMA & CFA
        Georgia Aquarium, Atlanta, Georgia
           Contact: 678-795-8103 or http://www.turnaround.org/

Dec. 13, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday Extravaganza - TMA & CFA
        Georgia Aquarium, Atlanta, Georgia
           Contact: 678-795-8103 or http://www.turnaround.org/

Dec. 19, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     South Florida Dinner
        TBA, South Florida
           Contact: 561-882-1331; http://www.turnaround.org/

Jan. 10, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon
        University Club, Jacksonville, Florida

Jan. 11, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Annual Lenders Panel
        Westin Buckhead, Atlanta, Georgia
           Contact: http://www.turnaround.org/

Feb. 7, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     PowerPlay
        Philips Arena, Atlanta, Georgia
           Contact: 678-795-8103 or http://www.turnaround.org/

Feb. 7, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Breakfast Event
        Carnelian Room, San Francisco, California
           Contact: 510-346-6000 ext 226 or
                    http://www.turnaround.org/

Feb. 14-16, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     13th Annual Rocky Mountain Bankruptcy Conference
        Westin Tabor Center, Denver, Colorado
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 23-26, 2008
  NORTON INSTITUTES ON BANKRUPTCY LAW
     Bankruptcy Litigation Seminar I
        Park City, Utah
           Contact: http://www.nortoninstitutes.org/

Feb. 26, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Retail Panel
        Citrus Club, Orlando, Florida
           Contact: http://www.turnaround.org/

Mar. 6-8, 2008
  ALI-ABA
     Fundamentals of Bankruptcy Law
        Mandalay Bay Resort, Las Vegas, Nevada
           Contact: http://www.ali-aba.org/

Mar. 25-29, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Ritz Carlton Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Mar. 27-30, 2008
  NORTON INSTITUTES ON BANKRUPTCY LAW
     Bankruptcy Litigation Seminar II
        Las Vegas, Nevada
           Contact: http://www.nortoninstitutes.org/

Apr. 3-6, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     26th Annual Spring Meeting
        The Renaissance, Washington, District of Columbia
           Contact: http://www.abiworld.org/

Apr. 25-27, 2008
  NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
     NABT Spring Seminar
        Eldorado Hotel & Spa, Santa Fe, New Mexico
           Contact: http://www.nabt.com/

May 1-2, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     Debt Symposium
        Hilton Garden Inn, Champagne/Urbana, Illinois
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 4-7, 2008
  ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
     24th Annual Bankruptcy & Restructuring Conference
        J.W. Marriott Spa and Resort, Las Vegas, Nevada
           Contact: http://www.airacira.org/

June 12-14, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     15th Annual Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: http://www.abiworld.org/

June 19-21, 2008
  ALI-ABA
     Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
        Drafting, Securities, and Bankruptcy
           Omni Hotel, San Francisco, California
              Contact: http://www.ali-aba.org/

June 26-29, 2008
  NORTON INSTITUTES ON BANKRUPTCY LAW
     Western Mountains Bankruptcy Law Seminar
        Jackson Hole, Wyoming
           Contact: http://www.nortoninstitutes.org/

July 10-13, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     16th Annual Northeast Bankruptcy Conference
        Ocean Edge Resort
           Brewster, Massachussets
              Contact: http://www.abiworld.org/events

July 31 - Aug. 2, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     4th Annual Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay
           Cambridge, Maryland
              Contact: http://www.abiworld.org/

Aug. 16-19, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     13th Annual Southeast Bankruptcy Workshop
        Ritz-Carlton, Amelia Island, Florida
           Contact: http://www.abiworld.org/

Aug. 20-24, 2008
  NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
     NABT Convention
        Captain Cook, Anchorage, Alaska
           Contact: http://www.nabt.com/

Sept. 24-27, 2008
  NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
     National Conference of Bankruptcy Judges
        Scottsdale, Arizona
           Contact: http://www.ncbj.org/

Oct. 28-31, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott New Orleans, Louisiana
           Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     20th Annual Winter Leadership Conference
        Westin La Paloma Resort & Spa
           Tucson, Arizona
              Contact: http://www.abiworld.org/

May 7-10, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center
           National Harbor, Maryland
              Contact: http://www.abiworld.org/

June 21-24, 2009
  INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
     BANKRUPTCY PROFESSIONALS
        8th International World Congress
           TBA
              Contact: http://www.insol.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 5-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
  2006 BACPA Library
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com;
              http://researcharchives.com/t/s?20fa

BEARD AUDIO CONFERENCES
  BAPCPA One Year On: Lessons Learned and Outlook
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Calpine's Chapter 11 Filing
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Carve-Out Agreements for Unsecured Creditors
     Contact: 240-629-3300;http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Changes to Cross-Border Insolvencies
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Changing Roles & Responsibilities of Creditors' Committees
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  China's New Enterprise Bankruptcy Law
     Contact: 240-629-3300;
        http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Clash of the Titans -- Bankruptcy vs. IP Rights
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Coming Changes in Small Business Bankruptcy
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Dana's Chapter 11 Filing
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Deepening Insolvency - Widening Controversy: Current Risks,
     Latest Decisions
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Diagnosing Problems in Troubled Companies
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Distressed Claims Trading
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Distressed Market Opportunities
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Distressed Real Estate under BAPCPA
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Employee Benefits and Executive Compensation under the New
     Code
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Equitable Subordination and Recharacterization
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Fundamentals of Corporate Bankruptcy and Restructuring
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Handling Complex Chapter 11
     Restructuring Issues
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Healthcare Bankruptcy Reforms
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  High-Yield Opportunities in Distressed Investing
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Homestead Exemptions under BAPCPA
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Hospitals in Crisis: The Insolvency Crisis Plaguing
     Hospitals Across the U.S.
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  IP Rights In Bankruptcy
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  KERPs and Bonuses under BAPCPA
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Non-Traditional Lenders and the Impact of Loan-to-Own
     Strategies on the Restructuring Process
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Partnerships in Bankruptcy: Unwinding The Deal
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Privacy Rights, Protections & Pitfalls in Bankruptcy
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Real Estate Bankruptcy
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Reverse Mergers-the New IPO?
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Second Lien Financings and Intercreditor Agreements
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Surviving the Digital Deluge: Best Practices in E-Discovery
     and Records Management for Bankruptcy Practitioners
        and Litigators
           Audio Conference Recording
              Contact: 240-629-3300;
                 http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Technology as a Competitive Advantage For Today's Legal
Processes
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  The Subprime Sector Meltdown:
     Legal Developments and Latest Opportunities
        Contact: 240-629-
3300;http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Twenty-Day Claims
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Using Virtual Data Rooms to Expedite M&A and Insolvency
Proceedings
        Contact: 240-629-
3300;http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Validating Distressed Security Portfolios: Year-End Price
     Validation and Risk Assessment
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  When Tenants File -- A Landlord's BAPCPA Survival Guide
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

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.

                    *** End of Transmission ***