TCR_Public/071029.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, October 29, 2007, Vol. 11, No. 256

                             Headlines



1031 TAX GROUP: Judge Glenn Appoints McHale as Chap. 11 Trustee
1031 TAX GROUP: Asset Transfer Pact with Edward Okun Approved
ABFC TRUST: S&P Junks Ratings on Three Loan Classes
ACA ABS: Moody's Junks Rating on $33 Million Class B-1L Notes
ALLIANT HOLDINGS: Moody's Rates $265 Mil. Senior Notes at Caa1

AURELIUS CAPITAL: Moody's Rates $13.5 Mil. Class E Notes at Ba2
AVNET INC: Earns $105.5 Million in First Quarter Ended Sept. 29
B&G FOODS: Net Income Ups $40.7% in Third Quarter Ended Sept. 29
BANC OF AMERICA: Fitch Junks Rating on Class B5 Certificates
BEAR STEARNS: Fitch Affirms Low-B Ratings on Six Cert. Classes

BEAR STEARNS: Fitch Cuts Ratings on $13.9 Million Certificates
BEAR STEARNS: Fitch Holds Low-B Ratings on Six Cert. Classes
BEAR STEARNS: Fitch Junks Rating on Class M-7 Certificates
BLAKE MCDONALD: Voluntary Chapter 11 Case Summary
BROTMAN MEDICAL: Files Chapter 11 Bankruptcy in Los Angeles

BROTMAN MEDICAL: Case Summary & 20 Largest Unsecured Creditors
BROTMAN MEDICAL: Faces Suit versus Brown Family Over Negligence
CABLEVISION SYSTEMS: Fitch Holds B+ Issuer Default Rating
CAITHNESS COSO: Extends Pricing of Tender Offer to November 13
CELESTICA INC: Earns $51.5 Mil. in 3rd Quarter Ended Sept. 30

CENTAUR LLC: Moody's Affirms B3 Corporate Family Rating
CENTAUR LLC: S&P Lifts Rating on Senior Term Loan to B-
CENTERPOINT ENERGY: Completes $500 Mil. Senior Notes Offerings
CENTERPOINT ENERGY: Elects Sherman Wolff to Board of Directors
CITIGROUP MORTGAGE: Fitch Holds BB+ Rating on Class M10 Certs.

CLAIRE'S STORES: S&P Lifts Rating on $1.65BB Facilities to B+
COFFEYVILLE RESOURCES: IPO Cues S&P to Revise Outlook to Positive
COLONIAL PROPERTIES: Earns $1.7 Million in Quarter Ended Sept. 30
COMCAST CORP: Earns $560 Mil. in Third Quarter Ended Sept. 30
COMMERCIAL MORTGAGE: Fitch Holds Low-B Ratings on Two Certs.

CORUS ENTERTAINMENT: Earns CDN$21.2 Mil. in Qtr. Ended Aug. 31
COTT CORP: Weak Performance Prompts S&P to Cut Rating to B
COUNTRYWIDE FINANCIAL: Henry Cisneros Resigns as Board Member
CREDIT SUISSE: Moody's Lifts Class H Certificate's Rating to B2
CREDIT SUISSE: S&P Puts Default Ratings on Two Loan Classes

DELTA AIR: Five Investment Firms File Suit Against Comair
EIRLES SERIES: Moody's Cuts Rating on Series 258 Notes to Ba1
EIRLES SERIES: Moody's Cuts Rating on Series 264 Notes to Ba2
EIRLES SERIES: Moody's Cuts Rating on Series 265 Notes to Ba1
EIRLES SERIES: Moody's Cuts Rating on Series 266 Notes to B1

EMC MORTGAGE: Poor Performance Cues S&P's Ratings Downgrades
EQUIFIRST MORTGAGE: Fitch Cuts Class M-3 Cert.'s Rating to B
EUROPEAN AMERICAN: Can Hire Burr & Forman as Special Counsel
FAIRFAX FINANCIAL: S&P Holds 'BB' Rating and Revises Outlook
FEDERAL-MOGUL: Earns $14 Million in Quarter Ended September 30

FIDELITY NATIONAL: Board OKs Spin-off of Lender Processing Div.
FIDELITY NATIONAL: Spin-off Plan Cues Moody's Ratings' Review
FIDELITY NATIONAL: Spin-off Plans Cue S&P's Negative Watch
FIELDSTONE MORTGAGE: Delinquencies Cue S&P to Junk Rating
FIRST FRANKLIN: Moody's Junks Ratings on Three Cert. Classes

FIRST FRANKLIN: Realized Losses Cues S&P to Lower Ratings
FNBA MORTGAGE: S&P Places 'BB' Rating Under Negative Watch
FREMONT HOME: S&P Lowers Ratings on Nine Certificate Classes
GATEHOUSE MEDIA: Morris Deal Cues Moody's Negative Outlook
GREENPARK GROUP: Disclosure Statement Hearing Set on November 8

GSC ABS: Moody's Junks Ratings on Three Note Classes
GENERICS INT'L.: Moody's Places Corporate Family Rating at B2
GLACIER FUNDING: Moody's Junks Rating on $4 Mil. Class E Notes
GSAMP TRUST: Moody's Lowers Class B-2 Certificate's Rating to Ba1
GUARDIAN ENTERTAINMENT: Case Summary & Largest Unsecured Creditor

HELEN PAPPAS: Voluntary Chapter 11 Case Summary
HILLMAN COMPANIES: Moody's Revises Outlook to Negative
HILTON CORP: Moody's Lowers Corporate Family Rating to B3
HILTON HOTELS: Blackstone Merger Cues S&P to Withdraw Ratings
HILTON HOTELS: Merger Closing Cues Fitch to Withdraw Ratings

HOMEBANC CORP: Court Approves FTI Consulting as Financial Advisor
HOMEBANC CORP: Panel Hires Otterbourg Steindler as Lead Counsel
HOMEBANC CORP: Court OKs Mesirow as Committee's Financial Advisor
HYDRO SPA: Can Employ GrayRobinson as General Bankruptcy Counsel
HYDRO SPA: Court Fixes November 30 as Claims Bar Date

HYDRO SPA: U.S. Trustee Appoints Seven-Member Creditors Committee
IKON OFFICE: Earns $28 Million in Fourth Quarter Ended Sept. 30
JAYS FOODS: Wants Court Approval on Asset Sale Bidding Procedures
JAYS FOODS: Court Approves Kurtzman Carson as Claims Agent
JAYS FOODS: Court OKs Retention of Keystone as Financial Advisor

LINENS 'N THINGS: Inks New $700 Mil. Credit Agreement with GE
LKQ CORP: Earns $14.6 Million in Third Quarter Ended Sept. 30
MAJESTIC STAR: Poor Liquidity Cues S&P to Lower Rating to B-
MANOR CARE: Moody's Places Corporate Family Rating at B2
MARICOPA COUNTY: Moody's Holds Ba1 Rating on $10.9 Mil. Bonds

MASSEY ENERGY: Earns $21.4 Mil. in Third Quarter Ended Sept. 30
MEDFORD CROSSINGS: Voluntary Chapter 11 Case Summary
MESA 2002-3: Moody's Junks Rating on Class B-2 Certificates
MLCC MORTGAGE: Moody's Lowers Class B Certificate's Rating to B2
MOVIE GALLERY: Can Employ Kirkland & Ellis as Lead Counsel

MOVIE GALLERY: Inks Lock Up Pact w/ Sopris & Consenting Lenders
MOVIE GALLERY: Section 341(a) Creditors Meeting on December 13
NAVISTAR INT'L: In Talks to Acquire GM's Medium Truck Business
NAVISTAR INT'L: Releases Restated 2003-2005 Financial Data
NAVISTAR INTERNATIONAL: S&P Retains Negative Watch on Ratings

NEW YORK RACING: Wants Exclusive Plan-Filing Period Extended
NY RACING: New York State to Provide $75 Million Under Plan
OWNIT MORTGAGE: Fitch Junks Ratings on Two Certificate Classes
PANOLAM INDUSTRIES: Commences Exchange Offer for 10-3/4% Notes
PERKINELMER INC: Earns $30.7 Million in Quarter Ended Sept. 30

PHARMED GROUP: Case Summary & 46 Largest Unsecured Creditors
QUALITEST PHARMACEUTICALS: S&P Assigns 'B' Corp. Credit Rating
REDDY ICE: Earns $16.6 Million in Third Quarter Ended Sept. 30
REYNOLDS AMERICAN: Earns $358 Mil. in 3rd Quarter Ended Sept. 30
RF MICRO: Earns $14.5 Million in Fiscal Quarter Ended Sept. 29

SACO I: Moody's Downgrades Ratings on Two Certificate Classes
SAMSONITE CORP: Completes $1.7 Bil. Merger w/ CVC Capital Units
SIX LOTS: Voluntary Chapter 11 Case Summary
SHONO INC: Case Summary & 19 Largest Unsecured Creditors
SOLO CUP: Fitch Holds B- Issuer Default Rating

SPECIALTY UNDERWRITING: S&P Puts Default Rating on Class B-2
STANDARD PACIFIC: Posts $119.7 Million Net Loss in 3rd Quarter
STELCO INC: Sept. 30 Balance Sheet Upside-Down by $64 Million
TEXAS COMPETITIVE: Reports Selected Preliminary Nine-Month Results
THEATER CONSULTING: Case Summary & 20 Largest Unsecured Creditors

TIMKEN COMPANY: Completes $200 Million Acquisition of Purdy
TIMKEN COMPANY: Earns $41.2 Million in Quarter Ended Sept. 30
TOUSA INC: Fitch Downgrades Issuer Default Rating to CC
TRAVIS COUNTY: Moody's Holds Ba3 Rating on Series 2002A Bonds
TRIBUNE COMPANY: Earns $152.7 Million in FY 2007 Third Quarter

TRUE NORTH: Appoints Alan McMillan as Chief Executive Officer
URS CORP: Expects 2007 Third Quarter Net Income at $38.7 Million
US DRY: Inks $2.15 Million Merger Agreement with Robinson
US INVESTIGATION: Moody's Rates New $290 Mil. Sr. Notes at Caa2
VERTICAL ABS: Moody's Lowers Ratings on Two Note Classes

VERTICAL ABS: Moody's Junks Ratings on Five Note Classes
VICTOR GROUP: Case Summary & 20 Largest Unsecured Creditors
VORRIECE WHITTEN: Case Summary & Four Largest Unsec. Creditors
WACHOVIA BANK: Fitch Holds Low-B Ratings on Six Cert. Classes
WELLCARE HEALTH: Says Probe Has "No Impact" on Operations

WELLCARE HEALTH: Board Establishes Special Committee
WELLCARE HEALTH: Probe Cues Moody's to Place Ratings Under Review
WELLCARE HEALTH: FBI Investigations Cue S&P's Negative Watch
WELLS FARGO: Fitch Assigns Low-B Ratings on Two Cert. Classes
WENDY'S INT'L: Earns $29.9 Mil. in 3rd Quarter Ended Sept. 30

WILTON PRODUCTS: Moody's Holds B3 Corporate Family Rating
WR GRACE: Earns $16.7 Million in Quarter Ended September 30
XEROX CORP: Moody's Reviews Ba1 Rating and May Upgrade
XM SATELLITE: Sept. 30 Balance Sheet Upside-Down by $789.6 Mil.

* BOND PRICING: For the Week of Oct. 22 - Oct. 26 2007



                             *********

1031 TAX GROUP: Judge Glenn Appoints McHale as Chap. 11 Trustee
---------------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York has appointed Gerard A. McHale, Jr.
as trustee in The 1031 Tax Group LLC and its debtor-affiliates'
chapter 11 cases.

Mr. McHale's appointment sets the Court's approval of the renewed
request by the United States Trustee for Region 2 for an
appointment of a chapter 11 trustee in the Debtors' cases.

In her motion, Diana G. Adams, the U.S. Trustee, told the Court
that no confirmable plan of reorganization had been presented by
the Debtors and the Official Committee of Unsecured Creditors
despite ample opportunities given to them.

The Debtors supported the U.S. Trustee's request, saying they do
not believe they can file a confirmable plan given the extremely
difficult circumstances their cases currently face.

According to the Debtors, their assets have regularly suffered
from varying degrees of financial distress, including multiple
threats of foreclosure by pre-existing secured creditors.

Furthermore, the Debtors told the Court that the ongoing U.S.
Attorney's investigation into Edward H. Okun's dealings with the
Debtors, coupled with the pre-petition seizure by the federal
government of corporate documents held by the Debtors as well as
by the companies Mr. Okun owns or controls, created an entirely
separate set of challenges.

Mr. Okun is the owner of The 1031 Tax Group LLC.

The Creditors' Committee confirmed the current circumstances
affecting the Debtors' cases and said that appointment of chapter
11 trustee is proper.

                     Previous Request Denied

The U.S. Trustee first sought appointment of a chapter 11
trustee in July 2007 but was denied by the Court based on
Mr. Okun's promise to fund the Debtors' cases through disposition
of his non-debtor companies.

In his Aug. 13 memorandum opinion, Judge Glenn concluded
that where a case has an active creditors committee functioning
effectively and working well with the debtors, there is little
benefit in appointing a trustee.

Judge Glenn went on to say that as the Debtors' cases have
unfolded, real progress has been made through the joint efforts of
the Debtors' new management and the Committee.

To the extent that the U.S. Trustee challenged the Debtors'
ability to rehabilitate, Judge Glenn noted that the Debtors have
worked diligently with the Committee to file a proposed joint
disclosure statement and a plan that could provide creditors with
close to full recovery of their claims.  "This belies the
assertion that the Debtors cannot reorganize," Judge Glenn opined.

                     Court's Amended Opinion

In approving the U.S. Trustee's renewed request for chapter 11
trustee, Judge Glenn emphasized that the factors that weighed
heavily in denying the earlier motion either no longer apply at
all or are now greatly attenuated.

Judge Glenn opined that any hope for a prompt exit from chapter 11
has seemingly vanished noting that Mr. Okun "has proven that he is
unreliable (or worse) in delivering in any timely way on the
promises he made at the start of these cases and many times
since."

He went on to say that the level of distrust between the Debtors
and the objecting, already high earlier in the case, has only
increased, evidenced by resignations from the Creditors Committee.

He also pointed out that the objecting creditors now hold more in
aggregate claims than the members of the Creditors Committee, and
that aome of the objecting creditors' counsel have seemed intent
on objecting to anything the Debtors or Creditors Committee
propose, without regard to the possible benefits to the estate.  
"While that should not dictate the result on the Trustee Motions,
it highlights an issue the U.S. Trustee faces in selecting a
chapter 11 trustee," Judge Glenn said.

                     About The 1031 Tax Group

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- is a privately held consolidated group   
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.  The
company and 15 of its affiliates filed for Chapter 11 protection
on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447 through
07-11462).  Paul Traub, Esq., Norman N. Kinel, Esq., and Steven E.
Fox, Esq., at Dreier LLP, represent the Debtors in their
restructuring efforts.  Thomas J. Weber, Esq., Melanie L.
Cyganowski, Esq., and Allen G. Kadish, Esq., at Greenberg Traurig,
LLP, represent the Official Committee of Unsecured Creditors.  The
Debtors' operating report for the month ended Sept. 30, 2007,
showed net loss of $67,903 on $0 revenues.  As of Sept. 30, 2007,
the Debtors had total assets of $164,231,012 and total liabilities
of $168,126,294, resulting in a total stockholders' deficit of
$3,895,282.


1031 TAX GROUP: Asset Transfer Pact with Edward Okun Approved
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved an agreement entered into by the The 1031 Tax Group LLC
and its debtor-affiliates, the Official Committee of Unsecured
Creditors, and Edward H. Okun, the owner of The 1031 Tax Group.

The agreement, dated Oct. 11, 2007, provides for the transfer of
al of Mr. Okun's assets to the Debtors.

As reported in the Troubled Company Reporter on Oct. 25, 2007,
under the agreement, the assets will be transferred either to the
Debtors' chief restructuring officer, Huron Consulting Services
LLC, or through a nominee entity designated by Huron.

However, with the appointment of Gerard A. McHale, Jr., as the
Debtors' chapter 11 trustee, under the agreement, Mr. McHale will
become successor to the Debtors and the CRO.

In addition, the Court ruled that Mr. McHale is not required to
designate an asset manager, and if ever he does not designate one,
the rights, powers, role, duties and obligations of an asset
manager will be vested in him as Chapter 11 Trustee.

In the event that the Chap. 11 Trustee wishes to designate an
asset manager, he, subject to approval of the Court, may select an
asset manager other than Abacus Advisors LLC, the firm suggested
in the agreement as asset manager.

Under the agreement, the assets to be transferred won't include:

   -- two automobiles retained for Mr. Okun's personal use;

   -- Mr. Okun's residence at 394 South Hibiscus Drive in Miami,
      Florida;
   
   -- Mr. Okun's residence at 39 and 49 Aaron Road in Wolfeboro,
      New Hampshire; and

   -- customary and usual contents of Mr. Okun's residences (but
      excluding any property not of a personal nature).

The assets subject of the transfer are tied to a series of
unsecured promissory notes Mr. Okun had issued to the Debtors
during the course of the Debtors' business.

The aggregate principal amount of the notes is approximately
$130 million with approximately $18.8 million in accrued, unpaid
interest as of Sept. 30, 2007, which interest amount increases at
the approximate rate of $1.5 million per month.

According to the Debtors, the notes are among the few remaining
assets in their estate.

The Debtors contended that the agreement is the most efficient way
to achieve maximum creditor recovery and contemplate that the
operation and eventual liquidation of the assets would form the
structural underpinning of a plan of liquidation they may file
later.

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- is a privately held consolidated group   
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.  The
company and 15 of its affiliates filed for Chapter 11 protection
on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447 through
07-11462).  Paul Traub, Esq., Norman N. Kinel, Esq., and Steven E.
Fox, Esq., at Dreier LLP, represent the Debtors in their
restructuring efforts.  Thomas J. Weber, Esq., Melanie L.
Cyganowski, Esq., and Allen G. Kadish, Esq., at Greenberg Traurig,
LLP, represent the Official Committee of Unsecured Creditors.  The
Debtors' operating report for the month ended Sept. 30, 2007,
showed net loss of $67,903 on $0 revenues.  As of Sept. 30, 2007,
the Debtors had total assets of $164,231,012 and total liabilities
of $168,126,294, resulting in a total stockholders' deficit of
$3,895,282.


ABFC TRUST: S&P Junks Ratings on Three Loan Classes
---------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of asset-backed certificates issued by ABFC Trust's series
2002-SB1 and 2003-WF1.  Of the four lowered ratings, S&P removed
three from CreditWatch with negative implications.  Concurrently,
S&P affirmed its ratings on the remaining five classes from these
two series.
     
The downgrades of classes M-2 and M-3 from series 2002-SB1 and
classes M-3 and M-4 from series 2003-WF1 reflect a reduction in
credit enhancement caused by monthly realized losses, as well as a
high amount of severe delinquencies (90-plus days, foreclosures,
and REOs).  During the past 12 months, monthly realized losses
have outpaced excess spread by approximately 2.7x for series 2002-
SB1 and by 2.2x for series 2003-WF1.  As of the Oct. 25, 2007,
remittance date, there were $6,427,741 and $1,383,999 in severe
delinquencies for series 2002-SB1 and series 2003-WF1,
respectively; subordination for the M-2 class from series 2002-SB1
was $4,267,720 and subordination and overcollateralization for the
M-3 class from series 2003-WF1 was $685,635.  

Overcollateralization, originally 50 basis points of each
transaction's original pool balance, has already been depleted in
series 2002-SB1 as the B class is taking principal write downs and
is currently 20 bps for series 2003-WF1.
     
S&P removed three ratings from CreditWatch because they were
lowered to 'CCC'.  According to Standard & Poor's surveillance
practices, ratings lower than 'B-' on classes of certificates or
notes from RMBS transactions are not eligible to be on CreditWatch
negative.
     
Subordination, overcollateralization, and excess spread provide
credit support for these transactions.  The collateral supporting
these series consists primarily of conventional, fixed- and
adjustable-rate, fully amortizing, first- and second-lien
residential mortgage loans.


     Ratings Lowered and Removed from Creditwatch Negative

                           ABFC Trust
                   Asset-backed certificates

                                         Rating
                                         ------
             Series       Class         To     From
             ------       -----         --     ----
             2002-SB1     M-3           CCC    BB/Watch Neg
             2003-WF1     M-3           CCC    BBB/Watch Neg
             2003-WF1     M-4           CCC    BBB-/Watch Neg

                        Rating Lowered

                          ABFC Trust
                  Asset-backed certificates

                                        Rating
                                        ------
            Series       Class         To     From
            ------       -----         --     ----
            2002-SB1     M-2           BB      AA+

                        Ratings Affirmed

                           ABFC Trust
                   Asset-backed certificates

              Series      Class              Rating
              ------      -----              ------
              2002-SB1    AII-1, M-1         AAA
              2003-WF1    A-2                AAA
              2003-WF1    M-1                AA+
              2003-WF1    M-2                A+


ACA ABS: Moody's Junks Rating on $33 Million Class B-1L Notes
-------------------------------------------------------------
Moody's Investors Service placed these notes issued by ACA ABS
2006-1 Ltd. on review for possible downgrade:

   -- Class Description: $450,000,000 Class A-1LA Floating Rate
      Notes Due June 2041

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

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

   -- Class Description: $40,000,000 Class A-3L Deferrable
      Floating Rate Notes Due June 2041

      Prior Rating: A2, on review for possible downgrade

      Current Rating: B1, on review for possible downgrade

   -- Class Description: $33,000,000 Class B-1L Floating Rate
      Notes Due June 2041

      Prior Rating: Baa2, on review for possible downgrade

      Current Rating: Caa3, on review for possible downgrade

According to Moody's, the rating actions the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of RMBS
assets.


ALLIANT HOLDINGS: Moody's Rates $265 Mil. Senior Notes at Caa1
--------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to the
$265 million of senior unsecured notes being issued by Alliant
Holdings I Inc.  The notes are being offered only to qualified
institutional buyers under Rule 144A of the Securities Act of
1933.  Moody's has also affirmed Alliant's B3 corporate family
rating as well as the B2 ratings on its senior secured credit
facilities.  The rating outlook for Alliant is stable.

Net proceeds from the note issuance, along with incremental
borrowing under the senior secured term loan facility, will be
used to repay a $290 million senior unsecured bridge loan
facility.  The notes will form part of the financing for the
acquisition of Alliant by The Blackstone Group in partnership with
Alliant's management and employees.  The acquisition closed on
Aug. 21, 2007.

Upon completion of the note issuance, the acquisition financing
arrangement will include a $60 million senior secured revolver
(rated B2), a $385 million senior secured term loan (rated B2) and
$265 million of senior unsecured notes (rated Caa1).  These
borrowings, along with new and retained equity plus cash on hand,
have been used to fund the equity purchase price of approximately
$815 million, to repay about $345 million of previously existing
debt, and to pay related fees and expenses.

According to Moody's, the current ratings reflect Alliant's well
established position as a specialty broker and program manager,
with expertise in serving public entities, Indian Nations, law
firms and other industry groups.  Alliant has generated strong
organic growth and operating margins and has successfully
integrated several acquisitions over the past six years.  These
strengths are tempered by the company's substantial financial
leverage and modest interest coverage on a pro forma basis
following the acquisition, with the adjusted debt-to-EBITDA ratio
increasing to nearly seven times.  Such leverage leaves little
margin for error, particularly in light of the widespread
softening of rates in the property & casualty insurance market.

Moody's cited these factors that could lead to an upgrade of
Alliant's ratings: (i) adjusted (EBITDA - capex) coverage of
interest exceeding 2 times, (ii) free-cash-flow-to-debt ratio
exceeding 5%, and (iii) adjusted debt-to-EBITDA ratio below 5.5
times.

Moody's cited these factors that could lead to a downgrade of the
ratings: (i) adjusted (EBITDA - capex) coverage of interest below
1.5 times, (ii) adjusted debt-to-EBITDA ratio exceeding 7 times,
or (iii) a prolonged period with no organic growth.

Moody's last rating action on Alliant took place on
July 12, 2007, when the rating agency assigned the B3 corporate
family rating as well as the B2 ratings on the senior secured
credit facilities.

Alliant, based in Newport Beach, California, ranks among the 15
largest US insurance brokers.  Pro forma revenues for 2006, giving
effect to the acquisition of the US retail operations of London-
based Jardine Lloyd Thompson Group plc. (completed during the fall
of 2006) were just under $300 million.


AURELIUS CAPITAL: Moody's Rates $13.5 Mil. Class E Notes at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Aurelius Capital CDO 2007-1 Limited:

   -- Aaa to the $240,300,000 Class A Loan due 2052;

   -- A2 to the $15,200,000 Class C Secured Floating Rate
      Deferrable Interest Notes due 2052;

   -- Baa2 to the $18,000,000 Class D Secured Floating Rate
      Deferrable Interest Notes due 2052; and

   -- Ba2 to the $13,500,000 Class E Secured Floating Rate
      Deferrable Interest Notes due 2052.

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

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of CLOs, the
transaction's legal structure and the characteristics of the
underlying assets.

Aurelius Capital Management GmbH will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


AVNET INC: Earns $105.5 Million in First Quarter Ended Sept. 29
---------------------------------------------------------------
Avnet Inc. reported net income of $105.5 million for first quarter
fiscal 2008 as compared with net income of $64.1 million for the
first quarter last year.

Revenue was $4.10 billion for first quarter fiscal 2008, ended
Sept. 29, 2007, representing an increase of 12.3% over first
quarter fiscal 2007.

Operating income for first quarter fiscal 2008 was $165.2 million,
up 14.0% as compared with operating income of $145 million in the
year ago quarter.

As of Sept. 29, 2007, the the company reported total assets of
$7.4 billion, total liabilities of $3.8 billion, and total
stockholders' equity of $3.6 billion.

Full-text copies of the company's financials are available for
free at http://ResearchArchives.com/t/s?248f.

Roy Vallee, chairman and chief executive officer, commented, "Once
again, our highly diversified revenue base contributed to our
solid performance as better than expected growth from the Asia
region offset weaker sales in the Americas.  While year-over-year
organic revenue growth slowed to 2.3% this quarter, positive
contributions from acquisitions contributed to continued year over
year improvement in key quarterly financial metrics including
operating income, EPS and return on capital employed.  With
another $700+ million of annual revenue from acquisitions
completed or announced in the current quarter, our acquisition
strategy continues to broaden our revenue base, create cross
selling opportunities and add further operating leverage to our
business model going forward."

                          Cash Flow

During the first quarter of fiscal 2008, the company used
$34 million of free cash flow, excluding cash used for
acquisitions.  As a result, the company ended the quarter with
$521 million of cash and cash equivalents and net debt (total debt
less cash and cash equivalents) of $702 million.

Ray Sadowski, chief financial officer, stated, "The continued
improvement in our credit statistics allowed us to negotiate a new
five-year credit facility with a bank group that includes 18
lenders.  The facility not only contains better terms and
conditions than the one it supersedes, but also extends those
terms an additional two years.  With over $500 million in cash on
hand and $950 million of standby lines of credit, we are in a
strong position to continue pursuing growth opportunities that
create additional shareholder value."

                           Outlook

For Avnet's second quarter fiscal 2008, management expects normal
seasonality at both operating groups with sales at EM to be in the
range of $2.40 billion to $2.50 billion and anticipates sales for
TS to be between $2.05 billion and $2.15 billion.  Therefore,
Avnet's consolidated sales are forecasted to be between $4.45
billion and $4.65 billion for the second quarter of fiscal 2008.  
Management expects the second quarter earnings to be in the range
of $0.83 to $0.87 per share, up 24% - 30% as compared with last
year's second quarter.  The EPS guidance does not include the
amortization of intangibles or integration charges related to the
acquisitions that have closed or will close in the December
quarter.

                      About Avnet Inc

Phoenix, Arizona-based, Avnet, Inc. -- http://www.avnet.com/--   
distributes electronic components and computer products, primarily
for industrial customers.  It has operations in the following
countries: Australia, Belgium, China, Germany, Hong Kong, India,
Indonesia, Italy, Japan, Malaysia, New Zealand, Philippines,
Singapore, and Sweden, Brazil, Mexico and Puerto Rico.

                      *     *     *

Moody's Investors Service affirmed Avnet's Ba1 corporate family
long-term debt ratings in March 2007.  The outlook is positive.


B&G FOODS: Net Income Ups $40.7% in Third Quarter Ended Sept. 29
----------------------------------------------------------------
B&G Foods Inc. reported financial results for the third quarter of
2007 ended Sept. 29, 2007 and the first three quarters of 2007
ended Sept. 29, 2007.

As of Sept. 29, 2007, the company reported total assets of
$846.2 million, total liabilities of $668.1 million, and total
stockholders' equity of $178.1 million.

Full-text copies of the company's financials are available for
free at http://ResearchArchives.com/t/s?2490.

        Financial Results for the Third Quarter of 2007

Net income increased 40.7% to $4.8 million for the third  quarter
of 2007 compared to $3.4 million for the third quarter of 2006.

Net sales for the third quarter of 2007 increased 14.9% to
$117 million from $101.9 million for the third quarter of 2006.  

Gross profit for the third quarter of 2007 increased 30.4% to
$38.3 million from $29.4 million in the third quarter of 2006.

David L. Wenner, chief executive officer of B&G Foods, stated,
"Our third quarter results reflect the successful integration of
Cream of Wheat into the B&G Foods portfolio of products. Cream of
Wheat continues to perform well and has contributed meaningfully
to our top and bottom line growth.  Our base business has been
stable in the face of a challenging cost environment and we
continue to evaluate pricing actions to counter foreseeable cost
increases as we review our product lines for the balance of 2007
and 2008."

    Financial Results for the First Three Quarters of 2007

Net sales for the first three quarters of 2007 increased 13% to
$339 million from $300.1 million in the comparable period of
fiscal 2006.  

Gross profit for the first three quarters of 2007 increased 26.5%
to $108.3 million from $85.6 million in the comparable period of
last year.

Net income increased 45.4% to $12.7 million for the first three
quarters of 2007 compared to $8.7 million for the comparable
period of fiscal 2006.

                Liquidity and Capital Resources

Cash provided by operating activities increased $3 million to
$21.2 million for the first three quarters of 2007 from
$18.2 million for the first three quarters of 2006.  Working
capital at Sept. 29, 2007 was $117.4 million, an increase of
$14.4 million over working capital at Dec. 30, 2006 of $103
million.

Net cash used in investing activities for the first three quarters
of 2007 was $211.8 million as compared to $34.6 million for the
first three quarters of 2006.

Net cash provided by financing activities for the first three
quarters of 2007 was $195.5 million as compared to $11.9 million
for the first three quarters of 2006.

                     Recent Acquisitions

On Jan. 10, 2006, the company acquired the Grandma's molasses
business for about $30.1 million in cash, including transaction
costs, from Mott's LLP, a Cadbury Schweppes Americas Beverages
company.  Effective Feb. 25, 2007, the company completed the
acquisition of the Cream of Wheat and Cream of Rice business for
about $200.9 million in cash, including transaction costs, from
Kraft Foods Global Inc.

                      About B&G Foods

Based in Parsippany, New Jersey, B&G Foods Inc. (AMEX: BGF) --
http://www.bgfoods.com/-- and its subsidiaries manufacture, sell  
and distribute a diversified portfolio of high-quality, shelf-
stable foods across the United States, Canada and Puerto Rico.  
B&G Foods' products include jams, jellies and fruit spreads,
canned meats and beans, spices, seasonings, marinades, hot sauces,
wine vinegar, maple syrup, molasses, salad dressings, Mexican-
style sauces, taco shells and kits, salsas, pickles and peppers
and other specialty food products.

                       *     *     *

In August 2007, Moody's placed the company's long-term corporate
family rating, senior unsecured debt rating, and probability of
default rating at B2, bank loan debt rating at Ba2, and senior
subordinate rating at Caa1.  These ratings still hold to date.  
The outlook is stable.

Standard & Poor's placed the company's long-term foreign and local
issuer credits at B which still hold to date.  The outlook is
stable.


BANC OF AMERICA: Fitch Junks Rating on Class B5 Certificates
------------------------------------------------------------
Fitch Ratings took rating actions on these Banc of America
Alternative Loan Trust mortgage pass-through certificates:

Series ALT 2006-6:

   -- Classes CB-1 to CB-11, CB-R, 2-A-1 to 2-A16, 2-IO, CB-IO
      and X-PO affirmed at 'AAA';
   -- Class M affirmed at 'AA+';
   -- Class B1 affirmed at 'AA';
   -- Class B2 affirmed at 'A';
   -- Class B3 downgraded to 'BB' from 'BBB';
   -- Class B4 downgraded to 'B' from 'BB';
   -- Class B5 downgraded to 'C/DR5' from 'B'.

The affirmations reflect satisfactory credit enhancement  
relationships to future loss expectations and affect about
$379 million in outstanding certificates as of the September 2007
distribution date.  The classes downgraded total about $4.3
million and reflect the deterioration of CE relative to future
expected losses.

The underlying collateral in this transaction consists of fully
amortizing mortgage loans secured by first liens on one- to four-
family residential properties. Bank of America N.A., currently
rated 'RPS1' by Fitch for Prime & ALT-A transactions, is the
servicer for these loans.  This transaction is 15 months seasoned.  
The pool factor (i.e. current mortgage loans outstanding as a
percentage of the initial pool) is 80%.

The current CE for the class B3 is 1.30% versus the original CE of
1.10%.  The current CE for the class B4 is 0.74% versus the
original CE of 0.65%.  The current CE for the class B5 is 0.31%
versus the original CE of 0.30%.  The 90+ delinquencies are 1.87%
of current collateral balance and included in these are
foreclosures of 0.66% and real estate owned of 0.15%.  The
cumulative loss on this pool is 0.05% of the original collateral
balance.


BEAR STEARNS: Fitch Affirms Low-B Ratings on Six Cert. Classes
--------------------------------------------------------------
Fitch rates Bear Stearns Commercial Mortgage Securities Trust
2007-TOP28, commercial mortgage pass-through certificates as:

   -- $78,500,000 class A-1 'AAA';
   -- $63,150,000 class A-2 'AAA';
   -- $79,800,000 class A-3 'AAA';
   -- $76,420,000 class A-AB 'AAA';
   -- $841,681,000 class A-4 'AAA';
   -- $146,141,000 class A-1A 'AAA';
   -- $176,122,000 class A-M 'AAA';
   -- $114,480,000 class A-J 'AAA';
   -- *$1,761,222,527 class X-1 'AAA';
   -- *$1,727,073,000 class X-2 'AAA';
   -- $30,821,000 class B 'AA';
   -- $15,411,000 class C 'AA-';
   -- $28,620,000 class D 'A';
   -- $22,015,000 class E 'A-';
   -- $17,612,000 class F 'BBB+';
   -- $19,814,000 class G 'BBB';
   -- $15,411,000 class H 'BBB-';
   -- $2,201,000 class J 'BB+';
   -- $2,202,000 class K 'BB';
   -- $2,201,000 class L 'BB-';
   -- $4,403,000 class M 'B+';
   -- $4,403,000 class N 'B';
   -- $2,202,000 class O 'B-';
   -- $17,612,527 Class P 'NR'.

*Notional Amount

Classes A-1, A-2, A-3, A-AB, A-4, A-1A, A-M, and A-J are offered
publicly while classes X-1, X-2, B, C, D, E, F, G, H, J, K, L, M,
N, O, P are privately placed pursuant to rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are 209
fixed loans having an aggregate principal balance of about
$1,761,222,527, as of the cutoff date.


BEAR STEARNS: Fitch Cuts Ratings on $13.9 Million Certificates
--------------------------------------------------------------
Fitch Ratings took these rating actions on Bear Stearns Asset-
Backed Securities 2005-AQ1 mortgage pass-through certificates.
Affirmations total $76.2 million and downgrades total
$13.9 million.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions as:

BSABS 2005-AQ1

   -- $24.9 million class A affirmed at 'AAA' (BL: 83.77, LCR:
      4.15);

   -- $22.8 million class M-1 affirmed at 'AA' (BL: 61.29, LCR:
      3.04);

   -- $15.7 million class M-2 affirmed at 'A' (BL: 45.66, LCR:
      2.26);

   -- $4.1 million class M-3 affirmed at 'A-' (BL: 41.46, LCR:
      2.06);

   -- $4.2 million class M-4 affirmed at 'BBB+' (BL: 36.99,
      LCR: 1.83);

   -- $4.2 million class M-5 affirmed at 'BBB' (BL: 32.57, LCR:
      1.62);

   -- $4.4 million class M-6 downgraded to 'BB+' from 'BBB-'
      (BL: 20.99, LCR: 1.04);

   -- $4.2 million class M-7 downgraded to 'BB-' from 'BB+'
      (BL: 18.87, LCR: 0.94);

   -- $5.2 million class M-8 downgraded to 'B+' from 'BB' (BL:
      17.10, LCR: 0.85);

Deal Summary

   -- Originators: 100% Ameriquest Mortgage Company
   -- 60+ day Delinquency: 27.68%;
   -- Realized Losses to date (% of Original Balance): 1.80%;
   -- Expected Remaining Losses (% of Current Balance): 20.16%;
   -- Cumulative Expected Losses (% of Original Balance):
      8.27%.

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.

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

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


BEAR STEARNS: Fitch Holds Low-B Ratings on Six Cert. Classes
------------------------------------------------------------
Fitch Ratings affirmed Bear Stearns commercial mortgage pass-
through certificates, series 2003-TOP10 as:

   -- $174.6 million class A-1 at 'AAA';
   -- $749.2 million class A-2 at 'AAA';
   -- $34.8 million class B at 'AA+'.
   -- Interest-only class X-1 at 'AAA';
   -- Interest-only class X-2 at 'AAA';
   -- $37.9 million class C at 'A';
   -- $12.1 million class D at 'A-';
   -- $15.2 million class E at 'BBB+';
   -- $9.1 million class F at 'BBB';
   -- $7.6 million class G at 'BBB-';
   -- $10.6 million class H at 'BB+';
   -- $4.5 million class J at 'BB';
   -- $6.1 million class K at 'BB-';
   -- $4.5 million class L at 'B+';
   -- $3 million class M at 'B';
   -- $3 million class N at 'B-'.

Fitch does not rate the $12.1 million class O.

The rating affirmations are due to the stable performance of the
remaining pool.  As of the October 2007 distribution date, the
pool's aggregate principal balance has decreased 10.7% to $1.08
billion from $1.21 billion at issuance.  Twenty-one loans (13.3%)
are defeased.  There are currently no specially serviced loans.

Seven loans (26.7%) maintain investment grade shadow ratings, one
of which is defeased.  Fitch reviewed YE 2006 operating statement
analysis reports and other performance information provided by the
master servicer.

North Shore Towers (6.7%) is secured by 208 shares in a 1,844 unit
cooperative apartment complex in Floral Park, Queens, New York.  
Occupancy as of June 2007 has remained stable since issuance at
100%.

1290 Avenue of the Americas (6.4%) is secured by a 43-story class
A office building totaling 1.9 million square feet, located in
midtown Manhattan, New York.  The whole loan was divided into four
pari passu notes and a subordinate B-note. The $70 million A-4
note serves as collateral in the subject transaction. Occupancy as
of June 2007 is 100% compared to 98.7% at issuance.

575 Broadway (2.4%) is secured by a 152,299 sf office building,
with basement and ground floor retail space, located in the Soho
neighborhood of New York City.  In January 2006, the six story
building was engulfed by a fire.  The property underwent a period
of renovation and as of October 2007, all tenants have moved back
in and are paying rent.  As of June 2007, occupancy was 100%.

The remaining three non-defeased shadow rated loans, Federal
Center Plaza (6.2%), One Canal Place (2.6%), and Towne Mall (1.3%)
have performed in-line with or above underwriting.


BEAR STEARNS: Fitch Junks Rating on Class M-7 Certificates
----------------------------------------------------------
Fitch took rating actions on these Bear Stearns Asset Backed
Securities mortgage pass-through certificates:

Bear Stearns Asset Backed Securities Trust, Series 2004-2

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

Bear Stearns Asset Backed Securities Trust, Series 2005-2

   -- Class A affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A';
   -- Class M-3 downgraded to 'BBB+' from 'A-';
   -- Class M-4 downgraded to 'BBB-' from 'BBB+';
   -- Class M-5 downgraded to 'BBB-' from 'BBB';
   -- Class M-6 downgraded to 'BB' from 'BBB-';
   -- Class M-7 downgraded to 'C/DR4' from 'BB'.

The collateral in the aforementioned transactions consists
primarily of fixed- and adjustable-rate mortgage loans secured by
first and second liens on one- to four-family residential
properties.  The loans for the transactions were seasoned in
addition to some being contractually delinquent
(reperforming/subperforming).

The affirmations reflect a stable relationship between credit
enhancement and future expected losses and affect about
$149.5 million in outstanding certificates.  The downgrades
reflect deterioration in the relationship between CE and future
expected losses and affect about $54.1 million in outstanding
certificates.

For more than the past year, the overcollateralization of both
series has been consistently below the target amount.  The OC
deficiency caused by monthly realized losses exceeding excess
spread has put negative pressure up the capital structure for both
trusts.  Furthermore, the impending OC release for Series 2004-2
will cause additional stress up the structure as the CE provided
by the OC will be reduced.

The master servicer for this transaction, EMC Mortgage Corp., is a
wholly owned subsidiary of The Bear Stearns Companies Inc. and is
rated 'RPS1' for prime, Alt-A, and subprime products, rated 'RSS1'
as a special servicer by Fitch, and rated 'RMS3' from master
servicing.


BLAKE MCDONALD: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Blake Hurley McDonald
        Elsie Botilda McDonald
        47 Encina Drive
        Carmel Valley, CA 93924

Bankruptcy Case No.: 07-53443

Chapter 11 Petition Date: October 25, 2007

Court: Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Scott L. Goodsell, Esq.
                  Campeau, Goodsell & Smith, L.C.
                  440 North 1st Street, Suite 100
                  San Jose, CA 95112
                  Tel: (408) 295-9555

Total Assets: $4,539,500

Total Debts:  $2,717,031

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


BROTMAN MEDICAL: Files Chapter 11 Bankruptcy in Los Angeles
-----------------------------------------------------------
Brotman Medical Center said Friday that it has filed a voluntary
Chapter 11 petition in the United States Bankruptcy Court for the
Central District of California in Los Angeles.

The center suffered increasing losses since 2001, and recorded
about $15 million net loss in 2005 after Tenet Healthcare Corp.
sold the center, Daniel Costello of Los Angeles Times reports.

In connection with the filing, Brotman Medical Center is in the
process of finalizing a new debtor-in-possession revolver in the
amount of approximately $19.6 million to be provided by its
prepetition secured lender, which is subject to final agreement
and Court approval.  The DIP financing facility is designed to
permit the hospital to fund its working capital needs during the
chapter 11 case, including obligations to its employees, trade
vendors, suppliers and service providers.  As part of the
chapter 11 filing, the hospital is also seeking Court approval of
certain operating, cash management and employee motions, which are
commonplace in chapter 11 filings.

Brotman Medical Center affirmed it will continue to serve  
physicians and their patients in Culver City, West Los Angeles and
the surrounding community.  The hospital anticipates no changes in
emergency room operations.  All professional and technical staff
will continue to work regular shifts and hours.

In connection with the filing, the hospital has retained Michael
Lane of Navigant Consulting Inc. as its interim chief executive
officer.  Mr. Lane has worked with Brotman in a consulting
capacity for the past year.

Mr. Lane affirmed that "the new DIP financing, upon approval by
the Court, will ensure that Brotman Medical Center has the
resources to continue providing care in Culver City and West Los
Angeles.  The hospital's suppliers, employees and physician
partners should see little or no disruption.

"We have been working to meet the many challenges that
characterize today's health care environment.  We are refining
services in order to continue critical care facilities, seeking
maximum cost-efficiencies, and finding new ways to make doctors
and nurses more successful while maintaining the level of health
care our patients and the community have come to expect.  However,
the level of the hospital's debt and the need to address
operational issues necessitated that we complete our restructuring
work under the protection of chapter 11.  Under chapter 11, we
will continue to operate the hospital, respond to patients' needs,
and obtain necessary supplies and equipment while we pursue a
viable foundation to support Brotman Medical Center," continued
Mr. Lane.

Brotman is being represented in the chapter 11 case by its
bankruptcy counsel, Klee, Tuchin, Bogdanoff & Stern.

                  About Brotman Medical Center

Brotman Medical Center in Culver City, California --
http://www.brotmanmedicalcenter.com/-- is a privately held, 420-
bed medical center serving the West Los Angeles area.  It recently
received recognition for its efforts from the Joint Commission on
the Accreditation of Healthcare Organizations.  The center offers
inpatient and outpatient services as well as rehabilitation,
psychiatric care and chemical dependency.  It also offers a 24-
hour emergency room staffed by board certified emergency
physicians and nurse specialists.  The hospital employs about
800 full and part-time people at its facilities in Culver City.


BROTMAN MEDICAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Brotman Medical Center, Inc.
        fka Brotman Medical Partners
        3828 Delmas Terrace
        Culver City, CA 90232
        Tel: (310) 836-7000

Bankruptcy Case No.: 07-19705

Type of Business: The Debtor provides range of inpatient and
                  outpatient services, as well as rehabilitation,
                  psychiatric care and chemical dependency.  It
                  also offers a 24-hour emergency room staffed by
                  emergency physicians and nurse specialists.  See
                  http://www.brotmanmedicalcenter.com/

Chapter 11 Petition Date: October 25, 2007

Court: Central District Of California (Los Angeles)

Judge: Sheri Bluebond

Debtor's Counsel: Courtney E. Pozmantier, Esq.
                  Klee, Tuchin, Bogdanoff & Stern, L.L.P.
                  2121 Avenue of the Stars, 33rd floor
                  Los Angeles, CA 90067
                  Tel: (310) 407-4071
                  Fax : (310) 407-9090

                        -- and --

                  Stacia A. Neeley, Esq.
                  Klee, Tuchin, Bogdanoff & Stern, L.L.P.
                  1999 Avenue of the Stars, 39th Floor
                  Los Angeles, CA 90067
                  Tel: (310) 407-4000
                  Fax: (310) 407-9090

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
   ------                      ---------------       ------------
Ian I.T. Armstrong M.D., Inc.  Trade debt              $1,823,388
3831 Hughes Avenue, Suite 105
Culver City, CA 90232-0000

Sodexho Inc. & Affiliates      Trade debt              $1,559,908
Department 43283
3002 Dow Avenue, Suite 110
Tustin, CA 92780

Perot Systems                  Trade debt              $1,507,645
2300 West Plano Parkway,
Treasury Department
Plano, TX 75075-0000

Herta and Paul Amir Family     Promissory Note         $1,219,000
Trust
8730 Wilshire Boulevard,
Suite 300
Beverly Hills, CA 90211

Rehabcare Corp.                Trade debt              $1,157,915
P.O. Box 502096
St. Louis, MO 63150-2096

Owens & Minor, Inc.            Trade debt                $566,479
P.O. Box 841420
Dallas, TX 45284-1420

Medtronic Xomed                Trade debt                $477,854
4642 Collection Center Drive
Chicago, IL 60693-0000

Exodus Management Services,    Management fees           $420,491
Inc.
8095 West Sahara Avenue
Las Vegas, NV 89117-1958

St. Jude Medical S.C., Inc.    Trade debt                $396,339
22400 Network Place
Chicago, IL 60673-1224

Nuvasive, Inc.                 Trade debt                $325,912
File 50678,
Los Angeles, CA 90074-0678

Theodora, Oringher, Miller     Professional fees         $253,330
& Richman
2029 Century Park East,
6th Floor
Los Angeles, CA 90067-2907

Professional Hospital Supply   Trade debt                $244,386

Adexelite Medical Staffing,    Trade debt                $227,840
L.L.C.

Howmedica Osteonics Corp.      Trade debt                $197,872

Boston Scientific Corp.        Trade debt                $173,724

Western Radiologic Medical     Trade debt                $163,320
Group

Philips Medical System, Inc.   Trade debt                $157,762

Angelica Textile Services      Trade debt                $153,955

Ernst & Young, L.L.P.          Professional Fees         $150,000

Managed Resources, Inc.        Trade debt                $138,868


BROTMAN MEDICAL: Faces Suit versus Brown Family Over Negligence
---------------------------------------------------------------
Brotman Medical Center has a pending lawsuit filed by the family
of the late Linda Sue Brown, who allegedly died at the center due
to the "series of medical mistakes" committed by the center's
professionals, Daniel Costello of Los Angeles Times reports.

In September 2007, the California health inspectors disclosed
findings of their several months of investigation indicating that
the center's negligence lead to the death of Linda Brown who also
had mental problems.

The inspectors found that Brotman's doctors subjected Linda Brown
to a risky emergency operation for no clear cause and had failed
to read signs of Brown's heart failure, Mr Costello relates.  In
addition, inspectors said that nurses at the center appeared to
have made Linda Brown sign consent agreements which she couldn't
understand, according to the report.

However, officers at Brotman denied the allegations saying there
was nothing the doctors and nurses could do to correct Linda
Brown's heart problem, the report says.

The center, according to the report, had said last week that it
expected to file for bankruptcy protection to give time for
management to resolve financial problems due to lower revenues.  
Brotman intends to restructure its debt, which the hospital
estimates to be more than $50 million, the report adds.

                  About Brotman Medical Center

Brotman Medical Center in Culver City, California --
http://www.brotmanmedicalcenter.com/-- is a privately held, 420-
bed medical center serving the West Los Angeles area.  It recently
received recognition for its efforts from the Joint Commission on
the Accreditation of Healthcare Organizations.  The center offers
inpatient and outpatient services as well as rehabilitation,
psychiatric care and chemical dependency.  It also offers a 24-
hour emergency room staffed by board certified emergency
physicians and nurse specialists.  The hospital employs about
800 full and part-time people at its facilities in Culver City.


CABLEVISION SYSTEMS: Fitch Holds B+ Issuer Default Rating
---------------------------------------------------------
Fitch Ratings affirmed the 'B+' Issuer Default Rating assigned to
Cablevision Systems Corporation and its wholly owned subsidiary
CSC Holdings Inc., and has removed CVC and CSC from Rating Watch
Negative, where the ratings were placed on May 2, 2007.

In addition, Fitch affirmed specific issue ratings and recovery
ratings assigned to CVC and CSC, as well as removed these ratings
from Rating Watch Negative.  About $12.4 billion of debt as of
June 30, 2007 is affected by Fitch's action.  Fitch has assigned a
Negative Rating Outlook to all of the company's ratings.

Fitch's rating action follows CVC's announcement that the company
did not receive sufficient shareholder votes to approve a proposed
merger between CVC and entities created by CVC's controlling
shareholder the Dolan family.

The Negative Outlook reflects the ongoing uncertainty surrounding
CVC's financial policies including its capital structure and the
potential for the company to continue to place greater priority on
returning capital to shareholders at the expense of bondholders.  
From an operational perspective, CVC's cable segment ranks among
the highest in the industry; however, Fitch believes that event
risk related to potential shareholder-friendly initiatives will
create an overhang on its credit profile until the company
articulates its financial strategy going forward.

Cablevision's capital structure and financial policy have been in
a state of flux since the Dolan family initiated proposals to take
CVC private.  Fitch expects the company to generate meaningful
levels of free cash flow over the ratings horizon and that there
will be increased pressure on the company to return value to
shareholders.  While Fitch expects that a portion of potential
shareholder initiatives will be funded internally, in the past the
company has funded shareholder-friendly actions with increased
debt.

In addition, the Negative Outlook incorporates the impact that the
growing competitive threat posed by Verizon Communications, Inc.,
as well as the persistent competition for subscribers from direct
broadcast satellite providers will have on the company's operating
profile and credit metrics.  Fitch continues to believe that over
the near term, CVC's service bundling strategy provides a strong
competitive position. However, as VZ's video platform gains scale
(as of the end of second-quarter 2007 FiOS passed about 750,000
homes within CVC's service foot print) the increased competitive
pressure will certainly slow the company's RGU growth and have a
negative impact on CVC's operating profile.

Overall, Fitch's ratings for CVC continue to reflect the company's
strong competitive position and operating profile as well as the
operating and cost efficiencies derived from CVC's tightly
clustered subscriber base.  Fitch believes that CVC's unique
system clustering provides the company a competitive advantage by
positioning it to drive operating leverage through its cable
plant, while controlling operating costs in an environment that
Fitch expects will become increasingly competitive.  Fitch's
ratings incorporate the cash flow growth potential attributable to
the emergence of CVC's triple play offering and the growing
penetration of advanced services that drive strong operating
margins within the cable business.

Fitch placed CVC's ratings on Rating Watch Negative following the
company's announcement that it entered into a definitive merger
agreement with an entity created by the Dolan family group to
purchase the publicly held shares of CVC for $36.26 a share.  If
the privatization proposal was accepted by CVC's shareholders, the
increased debt associated with funding the transaction would in
Fitch's view materially increase CVC's financial risk and
significantly erode the company's credit profile.

Factors that would lead to a revision of the Rating Outlook
include an assessment of the company's financial and capital
structure strategy and a determination that the company's credit
profile has sufficient financial flexibility relative to the
rating category to potentially accommodate such strategies in a
credit neutral manner.

Fitch affirmed these CVC ratings:

   -- Issuer Default Rating 'B+';
   -- Senior unsecured debt 'CCC+/RR6'.

Fitch affirmed these CSC ratings:

   -- Issuer Default Rating 'B+';
   -- Senior secured bank facility 'BB/RR1';
   -- Senior unsecured debt 'BB-/RR3'.


CAITHNESS COSO: Extends Pricing of Tender Offer to November 13
--------------------------------------------------------------
Caithness Coso Funding Corp. has extended the pricing
determination from 2:00 p.m. New York City time on Oct. 25, 2007,
to 2:00 p.m. New York City time on Nov. 13, 2007, of the company's
tender offers and consent solicitations for its:

    * $90 million original principal amount of 6.263% Subordinated
      Secured Notes due 2014 (CUSIP Nos. 128017AK6 and U12295AD0)
      And

    * $375 million original principal amount of 5.489% Senior
      Secured Bonds due 2019 (CUSIP Nos. 128017AG5 and U12295AC2).

The company has also extended the date the tender offer is
scheduled to expire from 9:00 a.m. New York City time on
Nov. 1, 2007, to 9:00 a.m. New York City time on Nov. 27, 2007.

Each of the Price Determination Date and the Expiration Time may
be further extended by the company.  The tender offers are subject
to the satisfaction of certain conditions, including the receipt
of specified financing, the consummation of the Acquisitions and
certain other customary conditions.
    
The company has received on Oct. 11, 2007, pursuant to its tender
offers and consent solicitations for any and all of its
outstanding Notes, the requisite consents to adopt the proposed
amendments and the proposed waivers to the Notes and the
indentures governing the Notes.

The tender offers and related consent solicitations were conducted
in connection with the agreement between Caithness Energy L.L.C.,
certain owners of Caithness Energy, certain subsidiaries of
Caithness Energy and ArcLight Renewco Holdings LLC, dated July 9,
2007, pursuant to which Renewco has agreed to acquire a 100%
direct ownership interest in certain affiliates of the company.

The company may, in its sole discretion, accept for payment and
pay for Notes tendered on an initial settlement date prior to the
Expiration Time.
    
The company disclosed that as of 5:00 p.m., New York City time, on
Oct. 24, 2007, these principal amount of Notes had been validly
tendered and not withdrawn:

   -- $90,000,000 million original principal amount of the 2014
      Notes, representing 100% of the outstanding original
      principal amount of such Notes; and

   -- $355,000,000 million original principal amount of the
      2019 Bonds, representing 94.67% of the outstanding
      original principal amount of such Bonds.

The company and the trustee have executed supplemental indentures
giving effect to the proposed amendments and the proposed waivers.  
Such supplemental indentures and waivers will only become
operative, however, concurrently with the Acquisitions, provided
that all validly tendered Notes are accepted for purchase pursuant
to the tender offers.
    
The company has retained Citi to act as sole Dealer Manager for
the tender offers and as the Solicitation Agent for the consent
solicitations.  Citi can be contacted at (212) 723-6106 (collect)
or at (800) 558-3745 (toll free).

Global Bondholder Services Corporation is the Information
Agent and Depositary for the tender offers and can be contacted at
(212) 430-3774 (collect) or at (866) 470-4200 (toll free). Copies
of the Offer Documents and other related documents may be obtained
from the Information Agent.

             About Caithness Coso Funding Corp.

Based in New York City, Caithness Coso Funding Corp. is a single-
purpose Delaware corporation formed to finance the business and
operations of Navy I Partnership, BLM Partnership, and Navy II
Partnership.  The company has no material assets, other than the
loans it has made and will make to the Partnerships and certain
accounts created in connection with the offering of the notes, and
does not conduct any business, other than issuing the notes and
making the loans to the partnerships, and activities directly
related thereto.

                          *     *     *

Moody's Investor Services assigned a Ba1 rating on Caithness Coso
Funding Corp.'s subordinate debt.  The outlook is stable.  The
rating was placed in January 2007 and still holds to date.   

Fitch placed the company's subordinate debt at BB+ in January
2007.


CELESTICA INC: Earns $51.5 Mil. in 3rd Quarter Ended Sept. 30
-------------------------------------------------------------
Celestica Inc. disclosed results for its third quarter ended Sept.
30, 2007.

Net earnings on a GAAP basis for the third quarter were
$51.5 million, compared to GAAP net loss of $42.1 million for the
same period last year.  Included in the third quarter 2007
earnings are restructuring charges of $2.7 million compared to
restructuring charges of $82.4 million in the third quarter
last year.

Revenue was $2.081 billion, down 13% from $2.392 billion in the
third quarter of 2006.
    
Adjusted net earnings for the quarter were $29.3 million compared
to adjusted net earnings of $40.5 million for the same period last
year.  The term adjusted net earnings is defined as net earnings
before amortization of intangible assets, gains or losses on
the repurchase of shares and debt, integration costs related to
acquisitions, option expense, option exchange costs and other
charges, net of tax and significant deferred tax write-offs or
recovery.

For the nine months ended Sept. 30, 2007, revenue was
$5.860 billion compared to $6.550 billion for the same period in
2006.  Net loss on a GAAP basis was $2.0 million compared to net
loss of $89.8 million last year.  Adjusted net earnings
for the first nine months of 2007 were $25.1 million compared to
adjusted net earnings of $87.0 million for the same period in
2006.

"Our third quarter results reflect the significant progress we are
making with respect to the turnaround plans we put in place at the
beginning of this year," said Craig Muhlhauser, president and
chief executive officer, Celestica.

"On a sequential basis, revenue grew 7%, operating margins almost
doubled, inventory turns improved to 8.3x and we generated more
than $200 million in free cash flow.  We are encouraged by our
progress to date and believe that significant opportunity remains
throughout the business.  Although we continue to manage through
nearer-term volatility as we complete our turnaround plans, our
entire team remains confident in our ability to drive further
improvements as we strive to build a solid foundation for
Celestica's future growth and profitability."

At Sept. 30, 2007, the company's consolidated balance sheet showed
$4.51 billion in total assets, $2.39 billion in total liabilities,
and $2.12 billion in total shareholders' equity.

                      About Celestica Inc.

Headquartered in Toronto, Celestica Inc. (NYSE:CLS) --
http://www.celestica.com/-- provides innovative electronics  
manufacturing services to companies in the computing,
communications, consumer, industrial, and aerospace and defense
end markets.

                        *     *     *

As reported in the Troubled Company Reporter on May 4, 2007,
Moody's Investors Service downgraded Celestica Inc.'s corporate
family rating to B1 from Ba3 and the senior subordinated note
ratings to B3 from B2.   Simultaneously, Moody's lowered the
company's speculative grade liquidity rating to SGL-2 from
SGL-1.


CENTAUR LLC: Moody's Affirms B3 Corporate Family Rating
-------------------------------------------------------
Centaur LLC's B3 corporate family rating, B3 probability of
default rating, and stable outlook were affirmed following the
company's recently announced changes to its proposed capital
structure.  Although the proposed changes will result in a
$15 million increase in total pro forma debt, Moody's believes
that this increase will not materially impair Centaur's ability to
reach debt/EBITDA at or below 5 times by the end of 2010, the
first full year the company's Pennsylvania and Indiana racinos
will be operating, and a key assumption supporting the rating that
was initially assigned on Oct. 8, 2007.

At the same time, Moody's affirmed the B1 rating on Centaur's
first lien senior senior secured credit facilities although its
LGD assessment improved to LGD-2, 27% from LGD-3, 30%.  Moody's
also affirmed the Caa1 rating on Centaur's second lien credit
facilities, but the LGD assessment changed slightly to LGD-5, 72%
from LGD-5, 75%.  The B1(LGD-3, 30%) rating on the $50 million 3-
month first lien senior secured delayed draw credit facility was
withdrawn.

The proposed capital structure changes include a $15 million
increase in the company's 5-year first lien senior secured term
loan and cancellation of its $50 million 3-month first lien
delayed draw term loan.  The second lien facility was increased by
$50 million to $180 million.

The first and second lien secured facilities along with $200
participating PIK subordinated notes (unrated) will be used to
fund the development of racino facilities in greater Indianapolis,
Indianapolis and Western, Pennsylvania.

Centaur LLC, is a wholly owned subsidiary of Centaur Gaming, LLC
which, in turn, is a wholly-owned subsidiary of Centaur, Inc.  
Centaur Inc. owns Hoosier Park LP, Centaur Colorado LLC, and
Valley View Downs LP.


CENTAUR LLC: S&P Lifts Rating on Senior Term Loan to B-
-------------------------------------------------------
Standard & Poor's Ratings Services revised its issue-level and
recovery ratings on Centaur LLC's planned senior secured second-
lien term loan as a result of changes to the previously announced
debt structure.

The company is reducing its senior secured first-lien credit
facilities by a total of $35 million, to $595 million, and
increasing the second-lien term loan by $50 million, to
$180 million.  The issue rating on the second-lien term loan was
raised to 'B-' from 'CCC+'.  The recovery rating on this debt was
revised to '5', indicating that lenders can expect modest (10% to
30%) recovery in the event of a payment default, from '6'.  At the
same time, the issue-level rating on the first-lien credit
facilities was affirmed at 'BB-' and the recovery rating was
unchanged at '1', indicating that lenders can expect very high
(90% to 100%) recovery in the event of a payment default.
     
Proceeds from the credit facilities will be used for the
development, construction, and operation of the company's proposed
gaming facilities in Indiana and Pennsylvania, as well as for
general corporate purposes.  Centaur LLC will be the borrower
under the credit facilities, which will be guaranteed
by the company's subsidiaries.  The collateral package will
consist of substantially all the assets of Centaur and the
subsidiary guarantors.  Only the first-lien term loans will have
required amortization.  There will be maintenance financial
covenants on both the first-lien and second-lien
facilities.
     
The corporate credit rating on Centaur is 'B' and the rating
outlook is stable.  The 'B' rating reflects the company's pro
forma high debt leverage, driven, in part, by very high licensing
fees, anticipated heavy interest burden, construction and start-up
risks associated with its planned slot operations, and a high
level of competition in existing and proposed markets.  Also, the
high licensing fees reduce the investments that Centaur is able to
make in its new properties.  These factors are partially tempered
by adequate construction-related contingencies, a satisfactory
interest reserve account, and anticipated unused revolver
availability, as well as the relatively good locations of its
proposed facilities.

Ratings List

Centaur LLC
Corporate Credit Rating   B/Stable/--
Secured First-Lien        BB-
   Recovery Rating         1

Ratings Revised            

Centaur LLC

                           To            From
                           --            ----
Secured Second-Lien       B-            CCC+
   Recovery Rating         5             6


CENTERPOINT ENERGY: Completes $500 Mil. Senior Notes Offerings
--------------------------------------------------------------
CenterPoint Energy Resources Corp. closed on $250 million of
6.125% senior unsecured notes due Nov. 1, 2017, and $250 million
of 6.625% senior unsecured notes due Nov. 1, 2037.

On Oct. 18, 2007, CERC entered into an underwriting agreement with
Citigroup Global Markets Inc., Morgan Stanley & Co. Incorporated,
UBS Securities LLC, Comerica Securities Inc., HSBC Securities
(USA) Inc., Scotia Capital (USA) Inc., SunTrust Robinson Humphrey
Inc., Wachovia Capital Markets LLC and The Williams Capital Group
L.P., relating to the public offering of CERC's senior notes
offering.

The offering was made pursuant to Feb. 28, 1998, indenture between
CERC and the Bank of New York Trust Company, National Association,
as Trustee.

Net proceeds will be used for general corporate purposes,
including the repayment or refinancing of $300 million of 6.50%
debentures due Feb. 1, 2008.

Copies of the prospectus may be obtained by calling Citigroup
Global Markets Inc. at 1-877-858-5401, Morgan Stanley & Co.
Incorporated at 1-866-718-1649 or UBS Securities LLC at
1-888-722-9555, ext. 1088.

             About CenterPoint Energy Resources Corp.

Based in Houston, Texas, Centerpoint Energy Resources Corp. --
http://www.centerpointenergy.com/-- owns gas distribution systems  
serving approximately three million customers in Arkansas,
Louisiana, Minnesota, Mississippi, Oklahoma and Texas.  Through
its wholly owned subsidiaries, the company also owns two
interstate natural gas pipelines and gas gathering systems,
provide various ancillary services, and offer variable and fixed-
price physical natural gas supplies to commercial and industrial
customers and natural gas distributors.  The company's business
segments include Natural Gas Distribution, Pipelines and Gathering
and other operations.  It is an indirect wholly owned subsidiary
of CenterPoint Energy Inc.

                          *     *     *

Moody's Investor Services placed CenterPoint Energy Resources
Corp.'s  Subordianted debt rating at 'Ba1' in July 2005.  The
rating still holds to date with a stable outlook.


CENTERPOINT ENERGY: Elects Sherman Wolff to Board of Directors
--------------------------------------------------------------
CenterPoint Energy Inc.'s board of directors elected Sherman M.
Wolff to the company's board, effective Oct. 25, 2007, and
declared a regular quarterly cash dividend of $0.17 per share of
common stock. The dividend is payable on Dec. 10, 2007, to
shareholders of record as of the close of business on Nov. 16,
2007.

Prior to his retirement in 2006, Mr. Wolff served as executive
vice president and chief operating officer of Health Care Service
Corporation, which provides health and life insurance products and
related services as Blue Cross Blue Shield of Texas, Illinois, New
Mexico and Oklahoma.

He held various positions with that company from 1991 until his
retirement.  He is currently a director of Fort Dearborn Life
Insurance Company.

Mr. Wolff is expected to stand for election by the shareholders at
the CenterPoint Energy 2008 annual meeting and will serve on the
board's audit, compensation and finance committees.

He joins current board members Milton Carroll (chairman), Donald
R. Campbell, Derrill Cody, O. Holcombe Crosswell, Janiece
Longoria, Thomas F. Madison, David M. McClanahan, Robert T.
O'Connell, Michael E. Shannon, and Peter S. Wareing.

                  About CenterPoint Energy Inc.

Headquartered in Houston, Texas, CenterPoint Energy Inc.
(NYSE:CNP)  -- http://www.CenterPointEnergy.com/-- is a domestic  
energy delivery company that includes electric transmission &
distribution, natural gas distribution, competitive natural gas
sales and services, and interstate pipeline and field services
operations.  The company serves more than five million metered
customers primarily in Arkansas, Louisiana, Minnesota,
Mississippi, Oklahoma, and Texas.  With about 8,600 employees,
CenterPoint Energy and its predecessor companies have been in
business for more than 130 years.

                          *     *     *

Moody's Invetor Service placed CenterPoint Energy Inc.'s issuer,
bank loan debt and senior unsecured debt ratings at 'Ba1' in July
2005.  These ratings still hold to date with a stable outlook.


CITIGROUP MORTGAGE: Fitch Holds BB+ Rating on Class M10 Certs.
--------------------------------------------------------------
Fitch Ratings took these rating actions on one Citigroup mortgage
pass-through certificate.  Affirmations total $161.9 million.  
Break Loss percentages and Loss Coverage Ratios for each class are
included, where applicable, with the rating actions as:

Citigroup Mortgage Loan Trust 2005-OPT1

   -- $20.7 million class A affirmed at 'AAA' (BL:93.22,
      LCR:9.77);

   -- $29.7 million class M1 affirmed at 'AA+' (BL:77.36,
      LCR:8.11);

   -- $24 million class M2 affirmed at 'AA' (BL:64.25,
      LCR:6.73);

   -- $15.4 million class M3 affirmed at 'AA-' (BL:34.14,
      LCR:3.58);

   -- $13.4 million class M4 affirmed at 'A+' (BL:22.91,
      LCR:2.4);

   -- $13 million class M5 affirmed at 'A' (BL:19.89,
      LCR:2.08);

   -- $11.8 million class M6 affirmed at 'A-' (BL:17.11,
      LCR:1.79);

   -- $10.1 million class M7 affirmed at 'BBB+' (BL:14.69,
      LCR:1.54);

   -- $6.5 million class M8 affirmed at 'BBB' (BL:13.15,
      LCR:1.38);

   -- $8.1 million class M9 affirmed at 'BBB-' (BL:11.34,
      LCR:1.19);

   -- $8.9 million class M10 affirmed at 'BB+' (BL:10.01,
      LCR:1.05);

Deal Summary

   -- Originators: 100% Option One Mortgage Corporation;
   -- 60+ day Delinquency: 22.14%;
   -- Realized Losses to date (% of Original Balance): 0.51%;
   -- Expected Remaining Losses (% of Current Balance): 9.54%;
   -- Cumulative Expected Losses (% of Original Balance):
      2.60%.

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

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

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


CLAIRE'S STORES: S&P Lifts Rating on $1.65BB Facilities to B+
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its bank loan and
recovery rating on Pembroke Pines, Florida-based Claire's Stores
Inc.'s $1.65 billion senior secured credit facilities.  S&P raised
the loan rating to 'B+' (one notch higher than the 'B' corporate
credit rating) from 'B' and revised the recovery rating to '2'
from '3'.  The '2' recovery rating indicates that lenders can
expect substantial (70%-90%) recovery in the event of a payment
default.  The rating revision reflects the final structure which
resulted in a higher enterprise value.  The facilities include a
$200 million revolving credit facility maturing in 2013 and a
$1.45 billion term loan B maturing in 2014.


COFFEYVILLE RESOURCES: IPO Cues S&P to Revise Outlook to Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
implications on the Coffeyville Resources LLC ratings to positive
from negative.  S&P placed the ratings on Coffeyville on
CreditWatch with negative implications on July 3, 2007.
     
The positive CreditWatch listing follows Coffeyville's successful
IPO on Oct. 19, 2007, and S&P's expectation that proceeds will be
used to reduce company debt.
     
The negative CreditWatch listing reflected the need for short-term
liquidity at Coffeyville's petroleum refinery and nitrogen
fertilizer facility, when the refinery was not operational due to
the effects of a June flood, and when the credit markets were in
turmoil.  The company addressed that liquidity need through
additional borrowing, and the refinery and the nitrogen
facility are now operating at or above pre-flood levels.
     
"The CreditWatch listing will be resolved as soon as we receive a
clear indication of the new capital structure and review the
company's financial forecast," said Standard & Poor's credit
analyst Chinelo Chidozie.


COLONIAL PROPERTIES: Earns $1.7 Million in Quarter Ended Sept. 30
-----------------------------------------------------------------
Colonial Properties Trust reported net income available to common
shareholders of $1.7 million for the third quarter ended Sept. 30,
2007, compared with $14.7 million for the same period in 2006,
including a non-cash impairment charge of $43.3 million
($26.8 million net of tax), related to certain of the company's
for-sale residential development projects.

Net income for the nine months ended Sept. 30, 2007 was
$338.9 million compared with $48.7 million for the same period in
2006.

Funds from operations for the third quarter 2007 were $1.7 million
compared with $44.2 million in the same period a year ago.  FFO in
the third quarter of 2007 includes $0.47 per diluted share, or
$26.8 million, net of tax, for an impairment charges related the
company's for-sale residential developments, as previously
discussed.

The decrease in FFO per share, excluding the impact of the for-
sale residential impairment charges, was primarily due to the net
disposition of assets resulting from the company's strategic
initiative to focus on its multifamily business, and a reduction
in gains recognized from for-sale residential activities in the
prior year.

As of Sept. 30, 2007, the the company reported total assets of
$3.3 billion, total liabilities of $1.8 billion, and total
stockholders' equity of $1.5 billion.

Full-text copies of the company's financials are available for
free at http://ResearchArchives.com/t/s?2493.

               Multifamily Operating Performance

Net operating income for the third quarter 2007 increased 5.3%
compared with the third quarter 2006, for the 24,060 apartment
homes included in the consolidated same-property results.  This
increase represents the 16th consecutive quarter of year-over-year
same-property NOI growth for the company's multifamily operations.  
Multifamily revenues increased 4.7% and expenses increased 4%
compared with the third quarter of 2006.

"The key markets of Austin, Texas, Charlotte North Carolina, Fort
Worth, Texas, Raleigh, North Craolina and Richmond, Virginia,
which account for almost 36% of our multifamily portfolio,
continue to demonstrate strong fundamentals and led the way for
our third quarter operating performance," said Reynolds Thompson,
chief executive officer of Colonial Properties Trust.  "The steady
growth from our existing multifamily portfolio is complemented by
our multifamily development projects underway, as well as our
commercial development activity."

"We are pleased with the execution of our strategic initiatives to
focus primarily on our multifamily business, not withstanding the
issues experienced in the single family housing market," stated
Mr. Thompson.  "While our multifamily same property NOI growth is
projected to moderate in 2008, we are excited about the long-term
prospects of our multifamily business and the growth associated
with our development pipeline."

                  About Colonial Properties

Headquartered in Birmingham, Alabama, Colonial Properties Trust
(NYSE:CLP) -- http://www.colonialprop.com/-- is a diversified  
REIT that, through its subsidiaries, owns a portfolio of
multifamily, office and retail properties where you live, work and
shop in Alabama, Florida, Georgia, Mississippi, North Carolina,
South Carolina, Virginia, Tennessee, Texas, Arizona, Nevada and
New Mexico.  Colonial Properties Trust performs development,
acquisition, management, leasing and brokerage services for its
portfolio and properties owned by third parties.

                        *     *     *

As reported in the Troubled Company Reporter on Sep. 26, 2007,
Moody's Investors Service affirmed the ratings of Colonial Realty
Limited Partnership (senior debt at Baa3) and revised the outlook
to negative, from stable.

In January 2005, Moody's also placed the company's preferred stock
rating at Ba1 which still holds to date.  The outlook is negative.

Fitch placed the company's preferred stock rating at BB+ in
September 2001, which still holds to date.


COMCAST CORP: Earns $560 Mil. in Third Quarter Ended Sept. 30
-------------------------------------------------------------
Comcast Corporation reported results for the quarter ended
Sept. 30, 2007.

Net Income decreased 54% to $560 million on revenue of
$7.78 billion in the third quarter of 2007, compared to net income
of $1.2 billion on revenue of $6.43 billion in the third quarter
of 2006.   

The third quarter of 2007 includes a $55 million expense related
to the anticipated cost and settlement of previously disclosed At
Home litigation.  Included in the third quarter of 2006 was an
one-time gain, included in investment income, of $694 million
related to the Adelphia/Time Warner transactions and a one-time
gain of $234 million, net of tax, on discontinued operations
related to the transfer of cable systems to Time Warner.  

Excluding these gains, adjusted net income for the third quarter
of 2007 increased to $560 million, compared to $548 million or
$0.17 per share in 2006.

Year to date Sept. 30, 2007, net income decreased 7% to
$2.0 billion compared to net income of $2.1 billion in the prior
year.  

As noted above, the third quarter of 2007 includes an expense
related to the anticipated cost and settlement of previously
disclosed At Home litigation.  In addition to strong operating
results at Comcast Cable, year-to-date 2007 net income includes a
one-time gain, included in other income, of $500 million related
to the dissolution of the company's Texas/Kansas City Cable
Partnership in the first quarter of 2007.  Year-to-date net income
for 2006 includes the one-time gains recorded in the third quarter
of 2006 described above.  

Excluding these gains, adjusted net income for the first nine
months of 2007 increased to $1.7 billion, compared to
$1.5 billion in the same period a year ago.

Brian L. Roberts, chairman and chief executive officer of Comcast
Corporation, said, "Our business continues to perform well both
operationally and financially.  We once again posted double-digit
growth in revenue and operating cash flow, our two most important
metrics.  In addition, continued strong demand for our products
powered our ability to reach 56 million RGUs at the end of the
third quarter.

"We have transformed our company from a one-product provider of
video to become the only company in the world able to offer video,
high-speed Internet and phone services to over 40 million
households.  This provides us with a competitive advantage and
will fuel our growth well into the future.

"Reflecting our strong confidence in the cash flow generation of
our business, our Board of Directors has authorized a $7 billion
increase to our stock repurchase program, bringing the total
available to $8.2 billion.  Our buyback program reflects our
continuing commitment to returning capital to shareholders while
preserving our financial flexibility and putting us in the best
possible position to achieve our strategic and financial goals."

Operating income increased 14% to $1.4 billion in the third
quarter of 2007 from $1.2 billion in 2006, reflecting strong
results at Comcast Cable and the impact of cable system
acquisitions.  Similarly, consolidated operating income increased
21% to $4.1 billion for the nine months ended Sept. 30, 2007, from
$3.4 billion in 2006.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$113.171 billion in total assets, $71.018 billion in total
liabilities, $265 million in minority interest, and
$41.888 billion in total stockholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $5.397 billion in total current
assets available to pay $6.704 billion in total current
liabilities.

                          Free Cash Flow

Net cash provided by operating activities increased to
$6.1 billion for the nine months ended Sept. 30, 2007, from
$5.2 billion in 2006 due primarily to strong year-to-date
operating results and $603 million related to the proceeds from
sales of trading securities in 2007.

Free cash flow totaled $524 million for the quarter and
$1.3 billion for the nine months ended Sept. 30, 2007, as compared
to $1.0 billion and $2.3 billion, respectively, in the same
periods of 2006.  Free cash flow reflects growth in consolidated
operating cash flow offset by increased capital expenditures
driven by the record-setting 4.8 million RGUs added in the first
nine months of 2007.

                     Share Repurchase Program

Comcast's Board of Directors has authorized a $7 billion addition
to the existing share repurchase program.  As a result,
availability under the company's share repurchase program is
$8.2 billion.

Comcast repurchased $600 million of its Class A Special Common
Stock, or 22.9 million shares, during the third quarter of 2007.
Year to date through Sept. 30, 2007, Comcast repurchased
$1.85 billion of its common stock or 69.6 million shares.

Since the inception of the repurchase program in December 2003,
the company has invested $9.2 billion in its common stock and
related securities, reducing the number of shares outstanding by
13%.  These investments include repurchasing $7.8 billion or
373.0 million shares of its common stock and paying $1.4 billion
to redeem several debt issues exchangeable into 70.9 million
shares of Comcast common stock.

                    About Comcast Corporation

Headquartered in Philadelphia, Comcast Corp.(Nasdaq: CMCSA, CMCSK)
-- http://www.comcast.com/-- provides cable, entertainment and  
communications products and services.  With 24.2 million cable
customers, 12.9 million high-speed Internet customers, and 4.1
million voice customers, Comcast is principally involved in the
development, management and operation of broadband cable systems
and in the delivery of programming content.

Comcast's content networks and investments include E!
Entertainment Television, Style Network, The Golf Channel, VERSUS,
G4, AZN Television, PBS KIDS Sprout, TV One, Comcast SportsNet and
Comcast Interactive Media, which develops and operates Comcast's
Internet business. Comcast also has a majority ownership in
Comcast Spectacor, whose major holdings include the Philadelphia
Flyers NHL hockey team, the Philadelphia 76ers NBA basketball team
and two large multipurpose arenas in Philadelphia.

                          *     *     *

Moody's Investors Service assigned a Ba1 rating to Comcast
Corporation's preferred stock in April 2005.


COMMERCIAL MORTGAGE: Fitch Holds Low-B Ratings on Two Certs.
------------------------------------------------------------
Fitch Ratings affirmed these classes of Commercial Mortgage
Acceptance Corp., commercial mortgage pass-through certificates,
series 1998-C2:

   -- $595.3 million class A-3 at 'AAA';
   -- Interest-only class X at 'AAA';
   -- $144.6 million class B at 'AAA';
   -- $173.5 million class C at 'AAA';
   -- $173.5 million class D at 'AAA';
   -- $43.4 million class E at 'AAA';
   -- $21.7 million class G at 'AAA';
   -- $36.1 million class H at 'A+';
   -- $65.1 million class J at 'BB';
   -- $21.7 million class K at 'B+'.

The $14.4 million class L remains at 'CC/DR4'.  Classes A-1 and A-
2 have paid in full.  Fitch does not rate the $122.9 million class
F certificates.

Rating affirmations are due to stable performance of the remaining
pool.  As of the October 2007 distribution date, the pool's
aggregate balance has been reduced 51.2% to $1.4 billion from
$2.89 billion at issuance. Of the original 512 loans, 278 remain
in the pool.  Thirty-four loans (43.9%) have defeased to date,
including four (27.9%) of the top five loans.  Five assets (1.01%)
are in special servicing, including one real estate owned (REO).

The two largest specially serviced assets (0.55%) are secured by
multifamily properties in Wichita, KS, and are owned by the same
borrower.  The assets recently transferred to the special servicer
due to delinquency and the special servicer is pursuing
foreclosure.

The third largest specially serviced asset (0.2%) is a real estate
owned retail center located in Greenwood, South Carolina.  The
special servicer is currently working to improve occupancy and
market the asset for sale.  Fitch-expected losses will be absorbed
by class L.


CORUS ENTERTAINMENT: Earns CDN$21.2 Mil. in Qtr. Ended Aug. 31
--------------------------------------------------------------
Corus Entertainment Inc. disclosed financial results for the
fourth quarter and year ended Aug. 31, 2007.

Net income for the quarter was CDN$21.2 million, compared to net
income of CDN$46.6 million last year.  Net income for the
fourth quarter last year was positively impacted by approximately
CDN$37.0 million in income tax rate changes and other income tax
items.

Consolidated revenues for the fourth quarter ended Aug. 31, 2007,
were CDN$187.2 million, up 1% from CDN$185.0 million last year.
Consolidated segment profit was CDN$50.2 million, up 13% from
CDN$44.5 million last year.  The fourth quarter of fiscal 2007
benefited from the reversal of an accrual of CDN$4.9 million
related to certain regulatory fees.
    
"Corus had an exceptional year in fiscal 2007," said John
Cassaday, president and chief executive officer, Corus
Entertainment Inc. "Our share price increased by 26%, we increased
our dividend by 16% and we bought back approximately 2% of our
shares.  These positive outcomes for our shareholders were due to
the strength of our core businesses in Radio and Television."  Mr.
Cassaday added, "As a result of our year end financial results and
our outlook for next year, we are increasing our segment profit
guidance range to CDN$255 - CDN$265 million for fiscal 2008."
    
Consolidated revenues for the year ended Aug. 31, 2007 were
CDN$768.7 million, up 6% from CDN$726.3 million last year.  
Consolidated segment profit was CDN$240.9 million, up 13% from
CDN$214.1 million last year.  Net income for the year was
CDN$107.0 million, compared to CDN$35.5 million last year.  The
prior year included a pre-tax debt refinancing loss of
CDN$132.0 million.

"Corus had another excellent year," said Heather Shaw, executive
chair, Corus Entertainment Inc.  "We accomplished several
important initiatives that position us well for the future such as
securing the Cosmopolitan Television license.  In addition, we
gained new FM radio stations in Kitchener, Winnipeg and several
cities throughout the province of Quebec.  We are also excited by
our new international ventures with Kidsco and qubo."

At Aug. 31, 2007, the company's consolidated balance sheet showed
CDN$1.94 billion in total assets, CDN$961.1 million in total
liabilities, and CDN$975.9 million in total shareholders' equity.
    
Corus has continued to purchase shares under its Normal Course
Issuer Bid announced in fiscal 2006 and renewed in February 2007.
In 2007, the company purchased for cancellation 769,100 Class B
Non-Voting Shares at an average price of CDN$47.36 per share.  In
September 2007, a further 402,100 Class B Non-Voting Shares were
purchased and cancelled.

                    About Corus Entertainment

Corus Entertainment Inc. (TSX: CJR.B; NYSE: CJR) --
http://www.corusent.com/-- is a Canadian-based media and
entertainment company.  Corus is a market leader in specialty
television and radio with additional assets in pay television,
advertising and digital audio services, television broadcasting,
children's book publishing and children's animation.  The
company's multimedia entertainment brands include YTV, Treehouse,
W Network, Movie Central, Nelvana, Kids Can Press and radio
stations including CKNW, CKOI and Q107.

                          *     *     *

As reported in the Troubled Company Reporter on June 16, 2005,
Standard & Poor's Ratings Services revised its outlook on Corus
Entertainment Inc. to stable from negative and affirmed its 'BB'
long-term corporate credit rating on the company.


COTT CORP: Weak Performance Prompts S&P to Cut Rating to B
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Toronto-
based private label soft drink manufacturer Cott Corp. by one
notch, including its long-term corporate credit rating to 'B' from
'B+'.  At the same time, S&P removed the ratings from CreditWatch
with negative implications, where they were placed Oct. 2, 2007.  
The outlook is negative.
     
"The downgrade reflects Cott's weakened financial performance for
the third quarter and year-to-date 2007, which was below our
expectations," said Standard & Poor's credit analyst Lori Harris.  
"This poor performance included a material decline in gross margin
and operating profit, volume declines in key carbonated soft drink
markets, higher raw material costs, inefficient operations, and
weakened credit protection measures," Ms Harris added.
     
Cott's gross margin dropped to 11.6% for the nine months ended
Sept. 30, 2007, from 13.6% for the same period the previous year.  
Similarly, the operating margin declined to 7.0% for the nine
months ended Sept. 30, 2007, from 8.4% for the same period in
2006.  Although reported revenue declined 1% in the nine months
ended Sept. 30, 2007, it was down 3% excluding the impact of
foreign exchange, primarily due to CSD softness in North America.  
In addition, Cott faces other challenges, including execution
problems related to new product manufacturing and the expectation
that raw material costs will remain elevated in 2008.  Given the
magnitude of these issues, Standard & Poor's believes that Cott
will remain under pressure for some time.
     
The ratings on Cott reflect its vulnerable business risk profile
stemming from the company's internal challenges, narrow product
portfolio, customer concentration, and small size in a sector
dominated by companies with substantially greater financial
resources and market presence.  Furthermore, Cott's weak operating
performance has led to an ongoing decline in operating margin
since 2003.  These factors are partially offset by Cott's adequate
credit protection measures for the ratings and solid market
position as the leading private label manufacturer and marketer of
take-home CSDs in the U.S., the U.K., and Canada.  Cott competes
in the mature and highly competitive CSD market by securing a
strong private label share.  Despite this defensive operating
strategy, the company is vulnerable to pricing and market share
actions by its primary competitors.
     
The negative outlook reflects S&P's concerns about the challenges
the company faces given its weak operating performance.  S&P could
lower the ratings if Cott's operations, credit protection
measures, or financial flexibility continue to deteriorate.  
Alternatively, S&P could revise the outlook to stable if the
company improves its operating performance.


COUNTRYWIDE FINANCIAL: Henry Cisneros Resigns as Board Member
-------------------------------------------------------------
Henry G. Cisneros has resigned from Countrywide Financial
Corporation's board of directors.  

Mr. Cisneros is chairman of CityView, a company that provides
financing for America's urban homebuilders.

"I need to focus my time and energies on putting CityView in the
best position to adjust to the demands of the period ahead," Mr.
Cisneros said.  "I admire Countrywide's contributions toward
helping American families purchase their own homes, and I have
immense respect for Countrywide, its management team, its
leadership and its workforce."

"My respect for the Countrywide board of directors and its leader,
Angelo Mozilo, is unwavering," Mr. Cisneros continued.
"Countrywide is a well managed company and I have enormous
confidence in the leadership that has guided Countrywide through
many different mortgage cycles.  Angelo's vision has benefited
millions of homeowners; in particular, his mission and innovation
have helped lower-income, minority and first-time homebuyers who
previously had been overlooked.  Angelo has long been among the
most respected executives in the financial services industry and
has dedicated more than four decades to providing homeownership
opportunities to Americans."

"On behalf of the board of directors, I would like to extend my
deep gratitude to Henry for his significant contributions to
Countrywide," Angelo R. Mozilo, chairman and chief executive
officer, said.  "His expertise, especially as it relates to the
vital need to increase homeownership rates among minority and
lower-income families, aligned well with Countrywide's fulfillment
of our mission to lower the barriers to sustainable
homeownership."

Mr. Cisneros' tenure on the Countrywide Board since 2001 coincides
with the company's launch of the We House America $1 Trillion
Dollar Challenge, a campaign to fund $1 trillion in home loans to
minorities and low-to moderate-income borrowers, and to borrowers
in lower-income communities, by 2010.  As of Aug. 31, 2007, the
company has funded approximately
$789 billion toward that goal.

Countrywide has also expanded upon its financial literacy
initiatives during Mr. Cisneros' tenure on the board, including
development of the new Web-based H.O.M.E. mortgage education
program (homebycountrywide.com), and primary sponsorship of
capacity grants to communities participating in the U.S.
Conference of Mayors' DollarWi$e program.

The Corporate Governance and Nominating Committee has engaged a
search firm to assist it in identifying one or more independent
director candidates to join the company's board.

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

                     Bankruptcy Speculation

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

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

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

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

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


CREDIT SUISSE: Moody's Lifts Class H Certificate's Rating to B2
---------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class and
affirmed the ratings of four classes of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 1997-C1 as:

   -- Class D, $12,309,317, affirmed at Aaa
   -- Class E, $33,906,000, affirmed at Aaa
   -- Class H, $27,125,000, upgraded to B2 from B3
   -- Class I, $16,952,000, affirmed at Caa3
   -- Class J, $7,474,170, affirmed at C

As of the Oct. 22, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 87% to $176.7
million from $1.4 billion at securitization.  The certificates are
collateralized by 17 loans ranging in size from less than 1% to
22.3% of the pool, with the top seven conduit loans representing
32.7% of the pool.  The pool includes a credit tenant lease
component, which represents 30.2% of the pool.  Four loans,
representing 37.1% of the pool, have defeased and are
collateralized with U.S. Government securities.

Sixteen loans have been liquidated from the pool resulting in an
aggregate realized loss of about $19.4 million.  One loan,
representing 1.7% of the pool, is in special servicing.  Moody's
is not estimating a loss from this specially serviced loan
currently.  Three loans, representing 26.3% of the pool, are on
the master servicer's watchlist.  Unrated Class K has been
eliminated due to losses and Class J has experienced an aggregate
loss of about $6.1 million.

Moody's was provided with year-end 2006 operating results for
98.2% of the performing loans.  Moody's weighted average loan to
value ratio for the conduit component is 49.6%, compared to 65.6%
at Moody's last full review in August 2006 and compared to 78.1%
at securitization.  Moody's is upgrading Class H due to increased
subordination levels and improved overall pool performance.

The top three loans represent 28.4% of the outstanding pool
balance.  The largest loan is the Hyatt Aruba Loan
($39.2 million -- 22.3%), which is secured by a 360-room luxury
oceanfront resort property located in Aruba.  The property is
currently undergoing a $16 million renovation which is expected to
be substantially complete by year-end 2007.  The renovation has
disrupted property operations and the property is on the master
servicer's watchlist due to a decline in debt service coverage.  
The loan benefits from a 20-year amortization schedule and has
amortized by about 27.6% since securitization. Moody's LTV is
45.3%, compared to 48.6% at last review and compared to 44.8% at
securitization.

The second largest loan is the Carlsbad Plaza Loan
($7.4 million -- 4.2%), which is secured by a 172,000 square foot
retail center located in Carlsbad, California.  The property is
anchored by a Vons Grocery and CVS and was 88.5% occupied as of
July 2007, essentially the same as last review. Moody's LTV is
46.3%, compared to 45.4% at last review.

The third largest loan is the Genus Inc. Loan ($3.2 million --
1.9%), which is secured by a 74,400 square foot R&D facility
located in Newburyport, Massachusetts.  The property is leased to
Varian Inc. through June 2013.  The loan fully amortizes over the
loan term and has amortized by about 49.9% since securitization.  
Moody's LTV is 48.6%, compared to 57.7% at last review.

The CTL component includes 7 loans secured by properties leased
under bondable leases.  The largest CTL exposures are Bank of
America, National Association ($21.8 million -- 12.2%; Moody's
senior unsecured rating Aaa -- stable outlook), RadioShack
Corporation ($12.9 million -- 7.3%; Moody's senior unsecured
rating Ba1 -- stable outlook) and Bon-Ton Stores Inc.
($12.3 million -- 6.9%; Moody's senior unsecured rating B3 --
stable outlook).


CREDIT SUISSE: S&P Puts Default Ratings on Two Loan Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on class C-
B-5 from Credit Suisse First Boston Mortgage Securities' series
2001-11 and class D-B-6 from CSFB Mortgage-Backed Trust's series
2003-29 to 'D' from 'CCC'.  Concurrently, S&P affirmed its ratings
on 33 classes from Credit Suisse First Boston Mortgage Securities
Corp.'s series 2001-11 and 2002-26, and CSFB Mortgage-Backed
Trust's series 2003-29.
     
The downgrades of classes C-B-5 from series 2001-11 and D-B-6 from
series 2003-29 reflect principal write-downs to these classes.  
These classes experienced principal write-downs of $158,060 (class
C-B-5 from series 2001-11) and $164,917 (class D-B-6 from series
2003-29).  As a result, S&P have downgraded these classes to 'D'.
     
The affirmations reflect sufficient credit enhancement for the
current ratings.  The classes with affirmed ratings have actual
and projected credit support percentages that are in line with
their original levels.
     
Credit Suisse first Boston Mortgage Securities Corp.'s series
2001-11 and 2006-26 receive credit support in the form of
subordination, overcollateralization, and excess spread, while
CSFB Mortgage-Backed Trust's series 2003-29 is supported strictly
by subordination.  The collateral for these transactions consists
primarily of fixed- and adjustable-rate mortgage loans secured by
first liens on one- to four-family residential properties.
  
                       Ratings Lowered

      Credit Suisse First Boston Mortgage Securities Corp.

                                         Rating
                                         ------
              Series      Class        To      From
              ------      -----        --      ----
              2001-11     C-B-5        D       CCC

                   CSFB Mortgage-Backed Trust

                                         Rating
                                         ------
              Series      Class        To      From
              ------      -----        --      ----
              2003-29     D-B-6        D       CCC

                        Ratings Affirmed

      Credit Suisse First Boston Mortgage Securities Corp.

          Series       Class                    Rating
          ------       -----                    ------
          2001-11      III-M-1                  BBB
          2002-26      III-M-1                  AA
          2002-26      III-M-2                  A+
          2002-26      III-M-3                  A
          2002-26      III-B                    CCC
          2002-26      IV-A-1, IV-P             AAA
          2002-26      IV-X, IV-B-1             AAA
          2002-26      IV-B-2                   AA+
          2002-26      IV-B-3                   A

                   CSFB Mortgage-Backed Trust

          Series       Class                    Rating
          ------       -----                    ------
          2003-29      I-A-1, II-A-1, II-A-2    AAA
          2003-29      II-A-3, II-A-4, III-A-1  AAA
          2003-29      IV-A-1, V-A-1, VI-A-1    AAA
          2003-29      VII-A-1, VIII-A-1, D-P-1 AAA
          2003-29      D-P-2, D-P-3, D-X-1      AAA
          2003-29      D-X-2, D-X-3             AAA
          2003-29      D-B-1                    AA+
          2003-29      D-B-2                    A+
          2003-29      D-B-3                    BBB+
          2003-29      D-B-4                    BBB-
          2003-29      D-B-5                    BB-


DELTA AIR: Five Investment Firms File Suit Against Comair
---------------------------------------------------------
Five Wall Street investment firms commenced an adversary action
before the United States Bankruptcy Court for the Southern
District of New York against Comair, Inc., Comair Holdings, LLC,
Comair Services, Inc., Delta AirElite Business Jets, Inc., and
Delta Connection Academy, Inc.

Investment bankers Bear Stearns Investment Products Inc., and
Societe Generale S.A., and fund managers Par-Four Master Fund,
Ltd., Varde Investment Partners, L.P., and Cypress Management
Master LP, which hold claims against the Comair Debtors in excess
of $152,000,000 in the aggregate, ask the Court to:                          
                                               

   (a) revoke confirmation of the Comair Debtors' Plan of
       Reorganization;

   (b) revoke the Comair Debtor's discharge; and

   (c) grant the Plaintiffs' costs and fees in bringing up the
       suit.

                    Comair Altered Estimates

The investment firms note that Delta Air Lines, Inc., the Comair
Debtors' parent, represented in the Disclosure Statement
explaining the Debtors' Plan that the best estimate of the total
unsecured claims against the Comair Debtors, as of February 2007,
was $800,000,000, and that the estimated total unsecured claims
against the Delta Debtors was $14,200,000,000. Using the equity
valuation range for the Comair Debtors, the Comair Creditors were
projected to recover between 76% and 100% of the allowed amount of
their claims, with a projected mid-point recovery of 91.25%.

In June 2007, Delta disclosed at the Merrill Lynch Global
Transportation Conference that Delta expected an aggregated  
allowed general unsecured claims against the Comair Debtors that
is $250,000,000 greater than previously projected.

According to Edward H. Bastian, Delta's Chief Financial Officer,
the Comair Debtors' claim pool gained a 31.25% increase in the
estimated claims and reduced the mid-point of the projected
recovery of Comair unsecured creditors to approximately 69.52%, a
decrease of more than 23% from the mid-point projected by the
Debtors in the Disclosure Statement, and reaffirmed in successive
filings with the Securities and Exchange Commission, apparently
lower than the lowest end of the range previously projected, the
investment firms relate.

The Debtors' Reorganization Plan holds that the consolidated Delta
and Comair Debtors each receive, for distribution to their
unsecured creditors, a fixed allocation of New Delta Common Stock
based upon the mid-point of the equity valuation range specified
in the Plan and Disclosure Statement.

Therefore, the investment firms note, a larger aggregate amount of
claims held by the unsecured creditors of the Comair Debtors
results in fewer shares of New Delta Common Stock being
distributed for each dollar of claims held by those creditors.

                   Investment Firms Cry "Fraud"

Varde, et al., assert that the Comair Debtors' Confirmation order
was procured by fraud, with respect to:

   (i) the fraudulent and repeated misstatements of the Debtors'
       best estimates of the Comair Debtors' claims pool,
       including in the Disclosure Statement and multiple SEC
       filings;

  (ii) the fraudulent omission of material increases to Debtors'
       estimates of the Comair Debtors' claims pool; and

(iii) the undisclosed manipulation of aircraft valuations,
       without justification, resulting in lower recoveries for
       Comair creditors and a higher equity valuation of the
       Debtors.

The investment firms allege that the Debtors knew that their
estimates of $800,000,000 for the Comair Debtors' claims pool and
the 91.25% projected mid-point recovery for their allowed
unsecured creditors, was materially understated. Nevertheless,
they misrepresented the expected claims pool and the corresponding
recoveries in their SEC filing, Evan C. Hollander, Esq., at White
& Case, LLP, in New York, contends.

Mr. Hollander points out that Delta did not disclose that the
settlement with the Air Line Pilots Association in March 2007,
pursuant to which the ALPA was to receive a $82,500,000 claim
against the Comair Debtors, materially altered their claim pool
projections.  Moreover, the Comair Debtors failed to correct or
update their Disclosure Statement prior to the April 2007 deadline
to cast ballots with respect to the Plan.

Mr. Hollander contends that Delta controlled the Comair plan
process and had a clear intent in providing an overly optimistic
view of the recoveries for Comair Debtors.

"Delta could only retain its equity interest in the Comair Debtors
if it convinced the Comair creditors to vote in favor of the Plan.
By using a mid-point estimate of 91.25% recoveries, including with
the prospect that the creditors of the Comair Debtors might have a
full recovery, Delta virtually assured that it received the
requisite votes of Comair Debtors to approve the Plan. Had
accurate forecasts been provided, the Comair Creditors would have
faced a very different choice, and may well have voted against the
Plan," Mr. Hollander notes.

Mr. Hollander adds that as the Comair Debtors' sole shareholder,
Delta has a financial interest, as reinforced in its intent to
sell the Comair Debtors, in increasing the Comair Debtors' equity
of value.  Delta offers inflated damage claims payable in New
Delta common stock in exchange for reduced going-forward
obligations under the Comair Debtors' restructured aircraft
finance agreements.

                      About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.  The
company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official Committee
of Unsecured Creditors with legal advice.  John McKenna, Jr., at
Houlihan Lokey Howard & Zukin Capital and James S. Feltman at
Mesirow Financial Consulting, LLC, serve as the Committee's
financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 2007, the Court confirmed the
Debtors' plan.

                         *     *     *

As reported in the Troubled Company Reporter on July 16, 2007,
Fitch Ratings has initiated coverage of Delta Air Lines Inc.
with the assignment of these debt ratings: issuer default rating
'B'; First-lien senior secured credit facilities 'BB/RR1'; and
Second-lien secured credit facility (Term Loan B) 'B/RR4'

As reported in the Troubled Company Reporter on May 2, 2007,
Standard & Poor's Ratings Services raised its ratings on Delta Air
Lines Inc. (B/Stable/--), including raising the corporate credit
rating to 'B', with a stable outlook, from 'D', following the
airline's emergence from Chapter 11 bankruptcy proceedings.


EIRLES SERIES: Moody's Cuts Rating on Series 258 Notes to Ba1
-------------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by Eirles Two Limited - Series 258 on review for possible
downgrade:

   -- Class Description: $16,000,000 Floating Rate Portfolio
      Credit Linked Notes due 2038

      Prior Rating: A2

      Current Rating: Ba1, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying reference obligations, which consists primarily of RMBS
Bonds.


EIRLES SERIES: Moody's Cuts Rating on Series 264 Notes to Ba2
-------------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by Eirles Two Limited - Series 264 on review for possible
downgrade:

   -- Class Description: $7,500,000 Floating Rate Portfolio
      Credit Linked Notes due 2038

      Prior Rating: A3

      Current Rating: Ba2, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying reference obligations, which consists primarily of RMBS
Bonds.


EIRLES SERIES: Moody's Cuts Rating on Series 265 Notes to Ba1
-------------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by Eirles Two Limited - Series 265 on review for possible
downgrade:

   -- Class Description: $10,000,000 Floating Rate Portfolio
      Credit Linked Notes due 2038

      Prior Rating: A2

      Current Rating: Ba1, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying reference obligations, which consists primarily of RMBS
Bonds.


EIRLES SERIES: Moody's Cuts Rating on Series 266 Notes to B1
------------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by Eirles Two Limited - Series 266 on review for possible
downgrade:

   -- Class Description: $10,000,000 Floating Rate Portfolio
      Credit Linked Notes due 2038

      Prior Rating: Baa2

      Current Rating: B1, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying reference obligations, which consists primarily of RMBS
Bonds.


EMC MORTGAGE: Poor Performance Cues S&P's Ratings Downgrades
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 10
classes of certificates issued by five EMC Mortgage Loan Trust
transactions.  The downgraded classes include class M-2 from
series 2004-A, the rating on which is lowered to 'BB' from 'A'.  
Concurrently, S&P affirmed its ratings on 26 classes from various
EMC Mortgage Trust transactions.
     
The downgrades reflect the deteriorating performance of the
collateral pools as monthly net losses continue to outpace monthly
excess interest cash flows, resulting in the erosion of
overcollateralization.  On average, the current O/C balances were
deficient by slightly more than 23% from their target levels.
     
Additionally, delinquencies continue to result in losses, which
have caused actual and projected credit support levels to no
longer support the previous ratings.  As of the Sept. 25, 2007,
distribution date, total delinquencies ranged from 51.50% (series
2004-A) to 74.28% (series 2005-A) of the current pool balances.  
Cumulative realized losses ranged from 4.24%
(series 2004-B) to 7.87% (series 2003-A) of the original pool
balances.  Seasoning for these transactions ranges from 28 months
to 52 months, and these series have outstanding pool factors of
approximately 52% or less.
     
These current loss levels indicate that current and projected
credit support percentages are not sufficient at the previous
rating levels.  S&P will continue to closely monitor these
transactions.  If delinquencies continue to translate into
realized losses, S&P will take further negative rating actions.
     
The affirmations reflect loss coverage percentages that are
sufficient to maintain the current ratings.  Subordination, O/C,
and excess spread provide credit support for these deals.  Excess
spread has outpaced realized losses for series 2004-C in 11 out of
12 months, or 91.67%.  Excess spread has outpaced realized losses
for series 2005-B in eight out of 12 months, or 66.67%.  Excess
spread has outpaced realized losses for series 2006-A consistently
for the past 12 months, or 100%.  As a result, O/C was at its
target for series 2004-C and 2006-A, while O/C was only deficient
by 1.17% for series 2005-B.
     
The high delinquency levels for all of these transactions are due
to the inclusion of reperforming mortgage loans, which represent
most of the collateral for these transactions.  Generally, the
borrower of a reperforming loan has filed for bankruptcy and is
making payments on the loan in accordance with a payment plan
approved by a bankruptcy court.  While most of these borrowers are
considered delinquent under the original terms of their loans,
they may be current in terms of their bankruptcy payment plans.
     
Some of the reperforming mortgage loans that were originally
acquired by EMC Mortgage and collateralized in these transactions
include mortgage loans with payment plans that were approved by a
bankruptcy court under Chapter 11 or Chapter 13 of the U.S.
Bankruptcy Code.  Other mortgage loans were
performing or reperforming under the auspices of a Chapter 7
liquidation proceeding.

                        Ratings Lowered

                    EMC Mortgage Loan Trust

                                       Rating
                                       ------
            Series    Class      To              From
            ------    -----      --              ----
            2003-A    B          B               BBB
            2003-B    M-2        BBB             A
            2003-B    B          B               BBB
            2004-A    M-1        A               AA
            2004-A    M-2        BB              A
            2004-A    B          CCC             BBB
            2004-B    M-2        BBB             A
            2004-B    B          CCC             BBB
            2005-A    M-2        BB              A
            2005-A    B          B               BBB

                         Ratings Affirmed
  
                     EMC Mortgage Loan Trust

            Series           Class            Rating
            ------           -----            ------
            2003-A           A-1, A-2         AAA
            2003-A           M-1              AA
            2003-A           M-2              A
            2003-B           A-1, A-2         AAA
            2003-B           M-1              AA
            2004-A           A-2, A-3         AAA
            2004-B           A-1, A-2         AAA
            2004-B           M-1              AA
            2004-C           A                AAA
            2004-C           M-1              AA
            2004-C           M-2              A
            2004-C           B                BBB
            2005-A           A                AAA
            2005-A           M-1              AA
            2005-B           A                AAA
            2005-B           M-1              AA
            2005-B           M-2              A
            2005-B           B                BBB
            2006-A           A                AAA
            2006-A           M-1              AA
            2006-A           M-2              A
            2006-A           B                BBB


EQUIFIRST MORTGAGE: Fitch Cuts Class M-3 Cert.'s Rating to B
------------------------------------------------------------
Fitch Ratings took these rating actions on classes from 2
Equifirst Mortgage Loan Trust issues:

Equifirst 2003-1

   -- Class I-F1, II-A1 affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A';
   -- Class M-3 downgraded to 'B' from 'BBB';

Equifirst 2003-2

   -- Class I-A1, II-A2, III-A3 affirmed at 'AAA';
   -- Class M1 affirmed at 'AA';
   -- Class M2 affirmed at 'A';
   -- Class M3 affirmed at 'A-';
   -- Class M4 affirmed at 'BBB+';
   -- Class M5 affirmed at 'BBB';
   -- Class M6 downgraded to 'BB+' from 'BBB-' ;
   -- Class B1 downgraded to 'BB-' from 'BB+'.

The mortgage pools consist of first lien, fixed-rate and
adjustable-rate residential mortgage loans.  Equifirst
Corporation, a wholly owned subsidiary of Barclays originated or
acquired the mortgage loans for the above trusts.

The affirmations affect about $135.5 million in outstanding
certificates and reflect adequate relationships of credit
enhancement to future loss expectations.  The downgrades reflect
the deterioration in the relationship of CE to future loss
expectations and affect $10.7 million in outstanding certificates.

In the past months the overcollateralization percentage has
decreased as a result of monthly losses exceeding excess spread,
thereby adding pressure to the most subordinate bond.


EUROPEAN AMERICAN: Can Hire Burr & Forman as Special Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
gave European American Realty Ltd. authority to employ Burr &
Forman LLP as its special litigation counsel.

The firm will continue to represent the Debtor in a civil
litigation styled Scott Toberman, et al. v. LaRose Limited
Partnership, et al., filed prior to the bankruptcy filing in the
Superior Court of Fulton County, Georgia.  On Sept. 26, 2007, the
civil litigation was removed to the Bankruptcy Court.

Burr & Forman will provide various professional legal services
necessary in connection with the pending state court action.  
Specifically, the firm will:

   a. prepare pleadings and applications and conduct examinations
      incidental to any related proceedings and the state court
      action;

   b. assist the Debtor's bankruptcy counsel, J. Robert
      Williamson, Esq. of Scroggins and Williamson, in the
      administration of the case; and

   c. perform other legal services for the Debtor as may be
      necessary and appropriate.

Pursuant to a certain retention letter dated Sept. 21, 2007 and
sent on behalf of Houston Casualty Company, Burr & Forman will be
compensated by Houston.  The firm charges at $190 to $450 per hour
for certain senior partners and $85 to $170 per hour for
paralegals, legal and project assistants.

To the best of the Debtor's knowledge, Burr & Forman neither holds
nor represents any interest adverse to the Debtor's estate.  The
Debtor believes that the firm is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

             Erich N. Durlacher, Esq.
             Burr & Forman LLP
             171 Seventeenth Street, Northwest, Suite 1100
             Atlanta, GA 30363
             Tel: (404) 685-4313
             Fax: (404) 214-7387
             http://www.burr.com/

Atlanta, Georgia-based European American Realty Ltd. is engaged in
the real estate business.  The Debtor filed for chapter 11
bankruptcy 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 and $100 million.


FAIRFAX FINANCIAL: S&P Holds 'BB' Rating and Revises Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Fairfax
Financial Holdings Ltd., FFH's operating insurance companies, and
Crum & Forster Holdings Corp. to stable from negative.  At the
same time, Standard & Poor's affirmed its 'BB' counterparty credit
ratings on FFH and Crum & Forster and its 'BBB' counterparty
credit and financial strength ratings on Fairfax.
      
"The stable outlook is based on the view that FFH's earnings in
2007 and 2008 will remain consistent with the rating, and may
improve prospectively," said Standard & Poor's credit analyst
Damien Magarelli.  "The stable outlook is further supported by a
good competitive position."
     
Standard & Poor's expects FFH to improve within the areas of
governance, accounting control, and ERM.  Since July 2006, FFH has
made some improvements in accounting risk controls and ERM,
supporting Standard & Poor's view of ERM as adequate, and the
remediation plan for the two outstanding material weaknesses has
been implemented and is currently being tested.  FFH's corporate
governance, including a concentrated board of directors, has
limited the effectiveness of the board in identifying and actively
addressing emerging issues, and has also limited the board's focus
on operational risk controls.
     
While the ownership structure of FFH is not expected to change in
the future, some actions have been taken to remediate accounting
vulnerabilities and ensure prospectively that the accounting
function is more reliable.
     
A negative outlook is possible if FFH is unable to further improve
its governance oversight, accounting risk controls, and overall
ERM by October 2008.  A positive outlook is possible if FFH meets
these expectations and produces underwriting profits and a
combined ratio below 100% at the consolidated continuing
operations, maintains reserve charges within expectations,
achieves a capital ratio above 135%, and as long as holding
company cash is maintained above $250 million.


FEDERAL-MOGUL: Earns $14 Million in Quarter Ended September 30
--------------------------------------------------------------
Federal-Mogul Corporation reported financial results for the three
and nine-month periods ended Sept. 30, 2007.

Federal-Mogul reported net income of $14 million for the quarter
ended Sept. 30, 2007, compared to net income of $3 million for the
third quarter of 2006.  For the nine months ended Sept. 30, 2007,
the company reported net income of $22 million, compared to a net
loss of $83 million for the comparable period of 2006.  The year-
to-date results reflect an 8% increase in sales, improved gross
margin and reduced selling, general and administrative expenses.

Federal-Mogul reported net sales of $1.686 billion for the
quarter ended Sept. 30, 2007, an increase of $137 million, or 9%,
compared to the third quarter of 2006.  The most significant
factors impacting sales were increased volumes of $91,000,000 and
favorable foreign currency of $62 million.  For the nine month
period ended Sept. 30, 2007, net sales increased by $384 million
to $5.165 billion, of which $210 million is due to increased
volumes, $51 million is due to the May 2006 acquisition of
Federal-Mogul Goetze India and $178 million is due to favorable
foreign currency.  These favorable impacts were partially offset
by customer pricing.

Gross margin for the three and nine months ended Sept. 30,
2007 increased by $17,000,000 and $58 million, respectively, over
the comparable periods of 2006.  Improvements in gross margin
resulted from a combination of the October 2006 settlement of the
U.K. pension plans, productivity in excess of labor and benefits
inflation, increased volumes, and favorable foreign currency.  
These favorable impacts were partially offset by costs associated
with plant rationalizations, customer pricing and increased
material costs, including commodity price inflation of $15 million
and $50 million for the three and nine months ended Sept. 30,
2007, respectively.

Combining cash provided from operating activities with cash
used by investing activities, the company had cash outflows of
$35 million for the nine months ended Sept. 30, 2007, compared
with cash inflows $32 million for the comparable period of 2006.  
The 2007 change in free cash flow is largely driven by increased
capital expenditures of $81 million in support of increased global
volumes and future new business, and a voluntary contribution to
the company's U.S. pension plans of $34 million made in September
2007.

"The Federal-Mogul team is dedicated to our strategy for
sustainable global profitable growth.  The results achieved
during the first three quarters of 2007 reflect the company's
commitment to continuously improve performance while creating
value for our customers through world-class products, services
and innovative technology," said chairman, president and chief
executive officer Jose Maria Alapont.  "We are also hopeful that
our Plan of Reorganization will be confirmed, enabling emergence
from Chapter 11."

                      About Federal-Mogul

Based in Southfield, Michigan, Federal-Mogul Corporation --
http://www.federal-mogul.com/-- is an automotive parts company
with worldwide revenue of some $6 billion.  Federal-Mogul also has
operations in Mexico and the Asia Pacific Region, which includes,
Malaysia, Australia, China, India, Japan, Korea, and Thailand.

The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, P.C., represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $10.15 billion in assets and $8.86
billion in liabilities.  Federal-Mogul Corp.'s U.K. affiliate,
Turner & Newall, is based at Dudley Hill, Bradford.  Peter D.
Wolfson, Esq., at Sonnenschein Nath & Rosenthal; and Charlene D.
Davis, Esq., Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at
The Bayard Firm represent the Official Committee of Unsecured
Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.  
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The confirmation hearing started on June 18, 2007 and is
currently ongoing.  (Federal-Mogul Bankruptcy News, Issue No. 146;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


FIDELITY NATIONAL: Board OKs Spin-off of Lender Processing Div.
---------------------------------------------------------------
The board of directors of Fidelity National Information Services
Inc. has approved pursuing a plan to spin-off its Lender
Processing Services division into a separate publicly traded
company.
    
The company will contribute the assets of LPS into a newly formed
subsidiary in exchange for 100% of Newco common stock and
approximately $1.6 billion of Newco debt securities.

After receipt of necessary Securities and Exchange Commission
approvals and a tax-free ruling from the Internal Revenue Service,
FIS will distribute 100% of Newco common stock to FIS shareholders
in a tax-free spin off.  

Immediately after the spin-off, FIS will exchange the Newco debt
securities it owns for a like amount of existing FIS debt
through a debt-for-debt exchange that is tax-free to FIS.  FIS
would then retire the FIS debt that is exchanged for the Newco
debt securities.  

Completion of the possible spin-off is expected to occur in mid-
2008.  Management and directors of FIS and Newco have not yet been
determined.
    
FIS' Transaction Processing Services business is a provider of
core processing, e-payments, item processing and card processing
solutions to financial institutions.    

FIS' Lender Processing Services business is a provider of
integrated data, servicing and technology solutions to large-scale
mortgage lenders.  LPS' end-to-end mortgage services include
origination, automated title and settlement, processing, default,
valuation, risk management, tax, flood and
collateral protection solutions.  

"Transaction Processing Services and Lender Processing Services
each have strong competitive positions, robust organic growth
track records and excellent potential for future growth. However,
they are distinct and unique businesses that serve different
customers, operate in different markets, and attract different
investors," William P. Foley, II, executive chairman of FIS,
stated.  

"We believe the proposed separation will provide more company
flexibility and dedicated management focus with respect to
product development, capital investment and strategic initiatives,
which should ultimately drive higher value to our customers and
shareholders," Mr. Foley added.
    
Completion of the spin-off is contingent upon the satisfaction or
waiver of a variety of conditions, including final FIS board of
directors approval.
    
          About Fidelity National Information Services

Based in Jacksonville, Florida, Fidelity National Information
Services Inc.  -- http://www.fidelityinfoservices.com/--    
(NYSE:FIS) is a provider of core processing for financial
institutions; card issuer and transaction processing services;
mortgage loan processing and mortgage-related information
products; and outsourcing services to financial institutions,
retailers, mortgage lenders and real estate professionals.  FIS
has processing and technology relationships with 35 of the top 50
global banks, including nine of the top 10.  Approximately 50
percent of all U.S. residential mortgages are processed using FIS
software.  FIS serves more than 10,000 financial institutions in
more than 80 countries worldwide.


FIDELITY NATIONAL: Spin-off Plan Cues Moody's Ratings' Review
-------------------------------------------------------------
Moody's Investors Service placed the ratings of Fidelity National
Information Services on review for possible downgrade, following
the company's announcement that its board has approved pursuing a
plan to spin off its Lender Processing Services division into a
separate publicly traded company. Completion of the spin-off is
contingent upon certain approvals, including FIS final Board
approval and a tax-free ruling from the IRS.  Completion of the
possible spin-off is expected to occur in mid-2008.

The review will focus on the debt allocation between the two
companies and their availability of internal and external
liquidity sources, if the separation is approved.  The review will
also focus on business growth and diversification prospects at the
two companies, including the potential for further acquisitions.  
The separation, were it to occur, would result in less business
diversification for FIS.  

Nevertheless, in the event the separation occurs and financial
leverage, as measured by debt to EBITDA, remains consistent with
current FIS leverage pre-spin off, the corporate family rating of
FIS would likely be confirmed.  The ratings of the individual FIS
securities will depend on the ultimate capital structure of the
company post spin-off.  Moody's expects to conclude its review
once FIS obtains regulatory and Board approvals and its capital
structure has been finalized.

The potential separation plan, as currently contemplated, calls
for FIS to contribute the assets of LPS into a newly formed
subsidiary in exchange for 100% of Newco common stock and
approximately $1.6 billion of Newco debt securities.  Following
receipt of SEC approvals and a tax-free ruling from the IRS, FIS
will distribute 100% of Newco common stock to FIS shareholders in
a tax-free spin off.  Immediately following the spin-off, FIS will
exchange the Newco debt securities it owns for a like amount of
existing FIS debt through a debt-for-debt exchange that is tax-
free to FIS.  The executive management and board composition of
FIS and Newco have not yet been determined.

FIS ratings on review for possible downgrade:

   -- $1.6 billion First Lien Senior Secured Term Loan B Ba1

   -- $2.1 billion First Lien Senior Secured Term Loan A Ba1

   -- $900 million First Lien Senior Revolving Credit Facility
      Ba1

   -- $200 million 4.75% (Certegy) notes due September 2008 Ba1

   -- Corporate Family Rating Ba1

Headquartered in Jacksonville, Florida, Fidelity National
Information Services Inc. provides card issuing, core bank
processing, and mortgage loan processing services to financial
institutions.


FIDELITY NATIONAL: Spin-off Plans Cue S&P's Negative Watch
----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'BB' corporate credit rating, on Jacksonville, Florida-based
Fidelity National Information Services Inc. on CreditWatch with
negative implications.
     
The CreditWatch listing follows FIS's announcement that it plans
to spin-off its lender processing division into a separate, public
company.  FIS will contribute the unit's assets into a new
subsidiary in exchange for all of its common stock and about
$1.6 billion of debt securities.  Following regulatory approval,
FIS will distribute all of the new company's common stock to FIS
shareholders in a tax-free spin-off. Completion of the possible
spin-off is expected to occur in mid-2008.
     
The spin-off will reduce both business diversity and cash flow, as
the mortgage processing business accounted for about 40% of
consolidated EBITDA.
     
"We will review the financial terms and the company's capital
structure following the proposed transaction, and will evaluate
its business strategies, the sustainability of current operating
trends, and its financial policy, prior to resolving the
CreditWatch listing," said Standard & Poor's credit analyst Phil
Schrank.


FIELDSTONE MORTGAGE: Delinquencies Cue S&P to Junk Rating
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M-7 mortgage-backed securities issued by Fieldstone Mortgage
Investment Trust Series 2004-4 to 'CCC' from 'BB-' and
removed it from CreditWatch with negative implications.  
Concurrently, S&P affirmed its ratings on the remaining five
classes from this transaction.
     
The downgrade of class M-7 reflects a high amount of severe
delinquencies (90-plus days, foreclosures, and REOs) and a
reduction in credit enhancement because of monthly realized
losses.  As of the September 2007 remittance date, the average
monthly loss outpaced excess interest by an average of
approximately 1.8x over the past six months.  Severe delinquencies
account for approximately 32.67% of the current pool balance.  
Overcollateralization, originally 50 basis points of the
transaction's original pool balance, was depleted by $1,582,978
during the September remittance, and is currently
31 bps.
     
The affirmations of the ratings on the remaining classes reflect
sufficient credit enhancement for the current ratings.  These
classes have actual and projected credit support amounts that are
in line with their original levels.
     
Subordination, overcollateralization, and excess spread provide
credit support for this transaction.  The collateral consists
primarily of conventional, adjustable-rate mortgage loans secured
by first liens on real properties including single-family
residences, two- to four-family dwelling units, condominiums,
planned unit developments, and manufactured housing.


      Rating Lowered and Removed from Creditwatch Negative

       Fieldstone Mortgage Investment Trust Series 2004-4

                                  Rating
                                  ------
                   Class       To        From
                   -----       ---       ----
                   M-7         CCC       BB-/Watch Neg

                       Ratings Affirmed

       Fieldstone Mortgage Investment Trust Series 2004-4

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


FIRST FRANKLIN: Moody's Junks Ratings on Three Cert. Classes
------------------------------------------------------------
Moody's Investors Service downgraded three certificates and placed
under review for possible downgrade five certificates from two
First Franklin Mortgage deals issued in 2002 and 2003. The
transactions consist of subprime first-lien adjustable and fixed-
rate mortgage loans.  The loans are all originated or acquired by
First Franklin Financial Corporation.

The three subordinate certificates from the First Franklin Series
2003-FF1 transaction have been downgraded while five subordinate
certificates from the First Franklin Series 2002-FF1 and 2003-FF1
transactions have been placed on review for possible downgrade.  
These actions have been taken because existing credit enhancement
levels are low given the current projected losses on the
underlying pools.

All the pools in these transactions have passed their performance
triggers causing erosion in credit support in the form of tranche
pay down and overcollateralization being released.  The pools of
mortgages have seen losses in recent months and future loss could
cause a more significant erosion of the OC.  The pool factors on
the 2002-FF1 and 2003-FF1 were 4.61% and 7.33% respectively as of
the Sept. 25, 2007, reporting date.

Complete rating actions are:

Issuer: First Franklin Mortgage Loan Trust

Downgrades:

   -- Series 2003-FF1; Class M-3F, downgraded to Ca from B1;
   -- Series 2003-FF1; Class M-3V, downgraded to Ca from B1;
   -- Series 2003-FF1; Class M-4, downgraded to C from B1;

Review for Downgrade:

   -- Series 2002-FF1; Class M-1, current rating Aa2, under
      review for possible downgrade;

   -- Series 2002-FF1; Class M-2, current rating A2, under
      review for possible downgrade;

   -- Series 2002-FF1; Class M-3, current rating Baa2, under
      review for possible downgrade;

   -- Series 2003-FF1; Class M-1, current rating Aa2, under
      review for possible downgrade;

   -- Series 2003-FF1; Class M-2, current rating Baa2, under
      review for possible downgrade.


FIRST FRANKLIN: Realized Losses Cues S&P to Lower Ratings
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 19
classes of mortgage-backed securities issued by four First
Franklin Mortgage Loan Trust transactions (series 2001-FF2,
2003-FF1, 2003-FF4 and 2003-FF5).  S&P removed 11 of these ratings
from CreditWatch with negative implications and placed one of the
downgraded classes on CreditWatch negative.  Furthermore, S&P
affirmed its ratings on the remaining classes from these series.
     
The downgrades reflect realized losses that have exceeded monthly
excess interest cash flow, thereby reducing overcollateralization.  
For the prior six months, average realized losses have outpaced
average excess interest by the following ratios:

     -- Series 2001-FF2: 2.87x ($97,203 average realized losses
        vs. $33,785 average excess interest);
     -- 2003-FF1: 4.29x ($275,789 vs. $64,302);
     -- 2003-FF4: 4.80x ($325,622 vs. $67,776); and
     -- 2003-FF5: 4.54x ($471,267 vs. $103,866).

As a result, O/C for the transactions has fallen to these levels:

     -- 2001-FF2: $0; 0% (target: $1,056,775);
     -- 2003-FF1: $742,274; 24.6% (target: $3,015,600);
     -- 2003-FF4: $1,633,710; 27.3% (target: $5,994,934); and
     -- 2003-FF5: $2,133,577; 37.1% (target: $5,750,000).

S&P's loss projections indicate that the current performance
trends may further compromise credit support for these classes.
Finally, these transactions have sizeable loan amounts that are
severely delinquent (90-plus days, foreclosures, and REOs), which
suggests that the unfavorable performance trends are likely to
continue.  The severe delinquencies relative to O/C are:

     -- 2001-FF2: $1,990,000 (11.93%) in delinquencies versus
        $0 in O/C;
     -- 2003-FF1: $6,841,000 (14.77%) in delinquencies versus
        $742,274 in O/C;
     -- 2003-FF4: $11,507,000 (15.48%) in delinquencies versus
        $1,633,710 in O/C; and
     -- 2003-FF5: $11,565,000 (10.79%) in delinquencies versus
        $2,133,577 in O/C.

As of the September 2007 remittance report, cumulative realized
losses for the downgraded deals, as a percentage of the original
pool principal balances, were:

     -- 2001-FF2: 1.59%, $6,740,783;
     -- 2003-FF1: 1.34%, $8,093,210;
     -- 2003-FF4: 0.89%, $10,694,174; and
     -- 2003-FF5: 0.93%, $10,655,503.

The downgrade of class M-1 from series 2001-FF2 and its negative
CreditWatch placement reflects realized losses that have
consistently outpaced excess interest, decreasing credit support
levels for the class since it was raised to 'AAA' from 'AA' on
March 8, 2004.  The ratings on the subordinate M-2
and M-3 classes were lowered to 'D' and 'CCC', respectively,
reflecting the decreased credit support through subordination for
the M-1 class.
     
Standard & Poor's will continue to closely monitor the performance
of the transactions with ratings on CreditWatch.  If monthly
losses decline to a point at which they no longer outpace monthly
excess interest and the level of O/C has not been further eroded,
S&P will affirm the ratings and remove them from CreditWatch.  
Conversely, if losses continue to outpace excess interest and the
levels of O/C continue to decline, S&P will take further negative
rating actions.
     
S&P removed the ratings on eight classes from the four
transactions from CreditWatch negative because S&P lowered them to
'CCC'.  According to Standard & Poor's surveillance practices,
ratings lower than 'B-' on classes of certificates or notes from
RMBS transactions are not eligible to be on
CreditWatch negative.
     
Three additional ratings were lowered and removed from CreditWatch
negative because S&P believe they have credit support levels that
are sufficient to maintain the new, lower ratings.
     
The affirmations reflect credit support levels that are sufficient
to maintain the current ratings.
     
Subordination, O/C, and excess interest cash flow provide credit
support for these transactions.  The collateral for these series
consists of 30-year subprime, fixed- or adjustable-rate mortgage
loans that are secured by first
liens on one- to four-family residential properties.   


       Ratings Lowered and Placed on Creditwatch Negative
    
               First Franklin Mortgage Loan Trust

                                       Rating
                                       ------
         Series      Class      To                 From
         ------      -----      --                 ----
         2001-FF2    M-1        A/Watch Neg        AAA

      Ratings Lowered and Removed from Creditwatch Negative
    
               First Franklin Mortgage Loan Trust

                                        Rating
                                        ------
              Series      Class      To        From
              ------      -----      --        ----
              2001-FF2    M-2        CCC       B/Watch Neg
              2003-FF1    M-3F, M-3V CCC       BB/Watch Neg
              2003-FF1    M-4        CCC       BB-/Watch Neg
              2003-FF4    M-3        B         BBB/Watch Neg
              2003-FF4    M-4        B-        BBB-/Watch Neg
              2003-FF4    M-5        CCC       BB/Watch Neg
              2003-FF4    M-6        CCC       BB-/Watch Neg
              2003-FF5    M-5        B-        BB/Watch Neg
              2003-FF5    M-6        CCC       BB-/Watch Neg
              2003-FF5    B          CCC       B/Watch Neg

                         Ratings Lowered
    
              First Franklin Mortgage Loan Trust

                                       Rating
                                       ------
            Series      Class      To         From
            ------      -----      --         ----
            2001-FF2    M-3        D          CCC
            2003-FF1    M-1        BBB        AA
            2003-FF1    M-2        B          A
            2003-FF4    M-2        BB         A
            2003-FF5    M-2        BB         A
            2003-FF5    M-3        BB-        A-
            2003-FF5    M-4        B          BBB+

                         Ratings Affirmed
    
              First Franklin Mortgage Loan Trust

               Series      Class          Rating
               ------      -----          ------
               2001-FF2    A-1, A-2       AAA
               2003-FF1    A-1, A-2       AAA
               2003-FF4    M-1            AA
               2003-FF5    M-1            AA


FNBA MORTGAGE: S&P Places 'BB' Rating Under Negative Watch
----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' rating on class
M-3 from FNBA Mortgage Loan Trust 2004-AR1 on CreditWatch with
negative implications.  Additionally, S&P affirmed the ratings on
the remaining five classes from the same transaction.
     
S&P placed the rating on class M-3 on CreditWatch negative due to
recent collateral performance that has eroded available credit
support.  While current credit support for this series is
sufficient, the projected credit support percentage is below the
level required at the 'BB' rating category.  As of the September
2007 remittance period, the six-month average loss totaled
$85,824, up from the 12-month average loss of $49,930.  Credit
enhancement for this transaction is provided by
overcollateralization, excess interest, and subordination.  This
transaction is 36 months' seasoned, and O/C has been reduced by
approximately $543,412 over the past 12 months.
     
Standard & Poor's will continue to closely monitor the performance
of class M-3 from this transaction.  If the delinquent loans cure
to a point at which monthly excess interest begins to outpace
monthly net losses, thereby allowing O/C to build and provide
sufficient projected credit support, S&P will affirm the rating
and remove it from CreditWatch negative.  Conversely, if
delinquencies cause substantial realized losses in the coming
months and continue to erode credit enhancement, S&P will take
further negative rating
action on this class.
     
The affirmations reflect sufficient current and projected credit
support percentages to maintain the current ratings, as reported
during the September 2007 remittance period.
     
The collateral consists of hybrid mortgage loans secured by first
liens on one- to four-family residential properties.  Of the
initial loans, approximately 73.45% (by principal balance) are 60-
to 120-month, interest-only loans.  All of the loans were
originated or purchased by FNBA Financial Corp. in accordance with
guidelines that target borrowers with less-than-perfect credit
histories.  The guidelines are intended to assess both the
borrower's ability to repay the loan and the adequacy of the value
of the securing mortgaged property.


    Rating Placed on Creditwatch with Negative Implications

               FBNA Mortgage Loan Trust 2004-AR1

                                        Rating
                                        ------
       Series      Class          To                From
       ------      -----          --                ----
       2004-AR1    M-3            BB/Watch Neg      BB

                       Ratings Affirmed

               FBNA Mortgage Loan Trust 2004-AR1

          Series       Class                    Rating
          ------       -----                    ------
          2004-AR1     A-1, A-2, A-3            AAA
          2004-AR1     M-1                      AA
          2004-AR1     M-2                      A


FREMONT HOME: S&P Lowers Ratings on Nine Certificate Classes
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on nine
classes of asset-backed certificates issued by four Fremont Home
Loan Trust deals.  At the same time, the ratings on three
classes from two Fremont series remain on CreditWatch with
negative implications.  Lastly, S&P affirmed its ratings on 89
classes from various Fremont Home Loan Trust series.  In total,
S&P reviewed 14 deals.
     
The lowered ratings reflect delinquencies that have been
translating into monthly net losses during the most recent months
for all of the affected deals as of the September 2007 remittance
period.  The steady losses have eroded available credit support to
insufficient levels for the prior ratings on the downgraded
classes.  Subordination, overcollateralization, and excess
interest provide credit support for all of the reviewed
transactions.
     
In addition, series 1999-3 has additional support in the form of
bond insurance from Ambac Assurance Corp. ('AAA' financial
strength rating).  As of the latest remittance period, O/C is
below its target for all 14 transactions.  The seasoning of these
deals ranges from 33 months (series 2004-4) to 96 months (series
1999-3).  Cumulative losses range from 0.67% (series 2004-D) to
4.18% (series 1999-3) of the original pool balances.  Serious
delinquencies (90-plus days, foreclosures, and REOs) range from
6.97% (series 2004-1) to 21.63% (series 2004-3) of the current
principal balances.  
     
The affirmed ratings reflect sufficient credit support percentages
for the current rating levels.  S&P's projections are positive for
these classes as of the September 2007 remittance period.  The
ratings remaining on CreditWatch do not warrant a rating change as
of the September 2007 period and will be monitored in the upcoming
months.  
     
Each pool was initially backed by fixed- and adjustable-rate
subprime mortgage loans secured by first and second liens on
owner-occupied one- to four-family residential properties.

                         Ratings Lowered

                     Fremont Home Loan Trust

                                        Rating
                                        ------
                Series     Class      To       From
                ------     -----      --       ----
                2003-B     M-4        BBB      A-
                2004-2     M-7        BBB      BBB+
                2004-2     M-8        BB       BBB+
                2004-2     M-9        B        BBB
                2004-2     B-1        CCC      BBB-
                2004-2     B-2        CCC      BB+
                2004-B     M-9        BB       BBB-
                2004-C     M-8        BB       BBB
                2004-C     M-9        B        BBB-

           Ratings Remaining on Creditwatch Negative

                    Fremont Home Loan Trust

                 Series       Class      Rating
                 ------       -----      ------
                 2002-1       M-3        BBB/Watch Neg
                 2002-1       M-4        BBB-/Watch Neg
                 2003-A       M-5        BBB/Watch Neg

                       Ratings Affirmed

                    Fremont Home Loan Trust

            Series       Class                Rating
            ------       -----                ------
            1999-3       A-1, A-2             AAA
            2002-1       M-1, M-2             AAA
            2002-2       M-1                  AAA
            2002-2       M-2A, M-2B           AA
            2003-1       M-1                  AAA
            2003-1       M-2                  AA+
            2003-1       M-3                  AA
            2003-1       M-4                  A
            2003-1       M-5                  BBB
            2003-A       M-1                  AA
            2003-A       M-2                  A
            2003-A       M-3                  A-
            2003-A       M-4                  BBB+
            2003-B       M-1                  AAA
            2003-B       M-2                  AA
            2003-B       M-3                  A       
            2003-B       M-5                  BB
            2003-B       M-6                  CCC
            2004-1       M-1, M-2             AAA
            2004-1       M-3                  AA+
            2004-1       M-4                  AA-
            2004-1       M-5                  A+
            2004-1       M-6                  A
            2004-1       M-7                  A-
            2004-1       M-8                  BBB+
            2004-1       M-9                  BBB
            2004-1       B                    BBB-
            2004-2       M-1                  AAA
            2004-2       M-2                  AA+
            2004-2       M-3                  AA
            2004-2       M-4                  A+
            2004-2       M-5                  A
            2004-2       M-6                  A-
            2004-3       M-1, M-2, M-3, M-4   AA+
            2004-3       M-5                  AA
            2004-3       M-6                  AA-
            2004-3       M-7                  A+
            2004-3       M-8                  A
            2004-3       M-9                  A-
            2004-3       M-10                 B-
            2004-4       M-1                  AA+
            2004-4       M-2                  AA
            2004-4       M-3                  AA-
            2004-4       M-4                  A+
            2004-4       M-5                  A
            2004-4       M-6                  A-
            2004-4       M-7                  BBB+
            2004-4       M-8                  BBB
            2004-4       M-9                  BB
            2004-4       M-10                 B
            2004-4       B                    CCC
            2004-A       M-1                  AAA
            2004-A       M-2                  AA
            2004-A       M-3                  AA-
            2004-A       B-1                  BBB
            2004-A       B-2                  BB
            2004-A       B-3                  B
            2004-B       M-1                  AA+
            2004-B       M-2                  AA
            2004-B       M-3                  AA-
            2004-B       M-4                  A+
            2004-B       M-5                  A
            2004-B       M-6                  A-
            2004-B       M-7                  BBB+
            2004-B       M-8                  BBB
            2004-C       M-1, M-2             AA+
            2004-C       M-3                  AA-
            2004-C       M-4, M-5             A+
            2004-C       M-6                  A
            2004-C       M-7                  A-
            2004-D       M1                   AA+
            2004-D       M2                   AA
            2004-D       M3                   AA-
            2004-D       M4                   A+
            2004-D       M5                   A
            2004-D       M6                   A-
            2004-D       M7                   BBB+
            2004-D       M8                   BBB
            2004-D       M9                   BBB-
            2004-D       M10                  BB+


GATEHOUSE MEDIA: Morris Deal Cues Moody's Negative Outlook
----------------------------------------------------------
Moody's Investors Service affirmed all ratings of GateHouse Media
Operating Inc., but changed the rating outlook to negative.  This
action follows the company's announcement that it has agreed to
acquire various publications from Morris Publishing Group for a
purchase price of $115 million, which it intends to partly fund
through the use of cash on hand and/or borrowings under existing
credit facilities.  Details of the rating action are:

Ratings affirmed:

   -- Senior secured first lien revolving credit facility --
      B1, LGD3, 35%

   -- Senior secured term loan B -- B1, LGD3, 35%

   -- Senior secured term loan C -- B1, LGD3, 35%

   -- Senior secured delayed draw term loan -- B1, LGD3, 35%

   -- Corporate Family rating -- B1

   -- Probability of Default rating -- B2

The rating outlook is changed to negative from stable.

The change in rating outlook to negative from stable reflects
management's decision to use cash proceeds from the recent sale of
the Huntington Herald--Dispatch to partly fund the proposed
acquisition rather than to reduce debt, representing a departure
from Moody's previous expectation that the full proceeds of the
Herald-Dispatch sale would be used to permanently reduce
GateHouse's term loan debt.  In addition, the negative outlook
incorporates Moody's view that GateHouse can expect pressured top
line performance, continued total circulation count erosion, and
soft print advertising spending, in common with the newspaper
publishing segment as a whole.

GateHouse's B1 Corporate Family rating continues to reflect the
company's high leverage, the acquisitive nature of its management
team, its vulnerability to market spending on print advertising,
and the limited growth prospects of the newspaper publishing
industry.  The rating also reflects the company's dividend policy
which is likely to continue consuming most of its free cash flow
to the disadvantage of debt holders.

However, the rating is supported by the company's proven ability
to access the US capital markets, the importance which rural
communities attach to GateHouse's reporting of local news and
events, the defensibility of its hyper-local business model from
more regionally-focused Internet-based advertising, the
longstanding reputation of its daily newspaper titles (most of
which are over 50 years old), and the barriers to entry which
result from the inability of most of its small rural markets to
support more than one local newspaper.

Headquartered in Fairport, New York, GateHouse Media Operating,
Inc. is a leading US publisher of local newspapers and related
publications.  Pro forma for the acquisition of the Morris assets,
the company recorded sales of about $780 million for the twelve
months ended June 30, 2007.


GREENPARK GROUP: Disclosure Statement Hearing Set on November 8
---------------------------------------------------------------
The United States Bankruptcy Court fort the Central District of
California will convene a hearing on Nov. 8, 2007, at 10:30 a.m.,
Courtroom 5D, 411 West Fourt Street in Santa Ana, California, to
consider the adequacy of GreenPark Group LLC and its debtor-
affiliates' Second Amended Disclosure Statement explaining their
Second Amended Chapter 11 Plan of Liquidation.

As reported in the Troubled Company Reporter on Oct. 26, 2007, the
Greenpark Group disclosed that its debtor-affiliates are:

   * California/Nevada Development LLC
   * GreenPark Runkle Canyon LLC
   * GreenPark Las Vegas LLC
   * GreenPark South Las Vegas LLC
   * McCadden Development LLC
   * South Las Vegas LLC

GreenPark Group told the Court that it owns McCadden and Runkle.  
In addition, GreenPark Group owns 85% membership interest in CND
and 15% owns by Cilcorp.  On the other hand, Realex Properties
Inc. owns 98% membership interest in GreenPark Group and 2% owns
by James R. Wheeler, GreenPark Group's senior vice president.

                     Overview of the Plan

The Plan contemplates for the payment of valid creditors from the
available cash on hand of approximately $22,600,000 on the
effective date, which is comprised of: $13,600,000 cash in DIP
account and $9,000,000 of note receivable.

The Debtors said that Runkle will collect the proceeds of the
$9,000,000 note receivable, and distributes to valid creditors.

The Debtors further said that in order for CND and McCadden to
make distributions under the Plan, GreenPark Group will contribute
$25,000 to CND and McCadden to be distributed pro rata to their
creditors.

                     Treatment of Claims

Under the Plan, all Administrative and Priority Tax Claims will be
paid in full on the effective date.

Unsecured Creditors of GreenPark Group, totaling $3,030,428, will
be paid 100% without interest on the effective date.  

CND's Unsecured Creditors, totaling $971,311, will receive a pro
rata share of the available assets, while the Unsecured Creditors
of McCadden, totaling $2,313,402, will also receive a pro rata
share of the available assets under the Plan.

Runkle, SLV, GPSLV and GPLV's Unsecured Creditors will be paid
100% of their respective claim on the effective date.

                GreenPark Group Equity Interest

Realex Properties Inc.' equity interest in GreenPark will receive
any assets remaining after all valid claims have been satisfied;
provided that $3,000,000 will reserved to satisfy Realex's
interest to the extent the interest have no been paid in
accordance with a prior Court order.

           Runkle, SLV, GPSLV and GPLV Equity Interest

Equity Interest in this class will also receive any remaining
assets after all valid claims have been paid.

                CND and McCadden Equity Interest

Equity Interest holders of both CND and McCadden will not be
entitled to receive any distribution on account of their interest
and will be deemed cancelled on the effective date of the Plan.

              Wheeler and Kiesecker Equity Interest

Mr. Wheeler and Peter Kiesecker, a creditor of GreenPark Group,
each will receive $1,500,000, to the extent possible that the
amount has not been paid pursuant to a Court order.

                     About GreenPark Group

Headquartered in Seal Beach, California, GreenPark Group LLC,
is a real estate developer and building contractor.  The Company
and its affiliate, California/Nevada Developments LLC, filed for
chapter 11 protection on June 23, 2006 (Bankr. C.D. Calif.  Case
Nos. 06-10988 & 06-10989).  Alan J. Friedman, Esq., at Irell &
Manella, LLP, represents the Debtors.  The U.S. Trustee for Region
16 has not appointed an Official Committee of Unsecured Creditors
in the Debtors' bankruptcy proceedings to date.  When the Debtors
filed for protection from their creditors, the Debtors estimated
assets and debts between $10 million and $50 million.


GSC ABS: Moody's Junks Ratings on Three Note Classes
----------------------------------------------------
Moody's Investors Service placed these notes issued by GSC ABS CDO
2006-2m, Ltd. on review for possible downgrade:

   -- Class Description: $225,000,000 Class A-1A First Priority
      Senior Secured Floating Rate Notes due 2045

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- Class Description: $125,000,000 Class A-1B Second
      Priority Senior Secured Floating Rate Delayed Draw Notes
      due 2045

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- Class Description: $13,500,000 Class A-2 Third Priority
      Senior Secured Floating Rate Notes due 2045

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- Class Description: $56,500,000 Class B Fourth Priority
      Senior Secured Floating Rate Notes due 2045

      Prior Rating: Aa2

      Current Rating: Aa2, on review for possible downgrade

   -- Class Description: $14,500,000 Class C Fifth Priority
      Senior Secured Floating Rate Notes due 2045

      Prior Rating: Aa3

      Current Rating: Aa3, on review for possible downgrade

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

   -- Class Description: $22,500,000 Class D Sixth Priority
      Mezzanine Deferrable Floating Rate Notes due 2045

      Prior Rating: A2

      Current Rating: Ba3, on review for possible downgrade

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

   -- Class Description: $21,000,000 Class E Seventh Priority
      Mezzanine Deferrable Floating Rate Notes due 2045

      Prior Rating: Baa2, on review for possible downgrade

      Current Rating: C

   -- Class Description: $5,000,000 Class F Eighth Priority
      Mezzanine Deferrable Floating Rate Notes due 2045

      Prior Rating: Ba1, on review for possible downgrade

      Current Rating: C

   -- Class Description: $5,000,000 Class G Ninth Priority
      Mezzanine Deferrable Floating Rate Notes due 2045

      Prior Rating: Ba2, on review for possible downgrade

      Current Rating: C

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


GENERICS INT'L.: Moody's Places Corporate Family Rating at B2
-------------------------------------------------------------
Moody's Investors Service assigned a first time, B2 Corporate
Family Rating to Generics International Inc., which is the parent
company of QV Pharmaceuticals Inc and Vintage Pharmaceuticals LLC
and each of their wholly owned subsidiaries, Qualitest
Pharmaceuticals Inc. and Vintage Pharmaceuticals.  Moody's also
assigned a B1 rating to the first lien portion of the senior
secured credit facilities, including the revolver, and a Caa1
rating to the second lien loan -- proceeds of which will be used
to finance the purchase of Qualitest.  The outlook for the ratings
is stable.

The ratings reflect principally the high leverage and associated
interest expense resulting from the company's acquisition by Funds
advised by Apax Partners Worldwide LLP. Moody's anticipates that
in the near-term, credit metrics may deteriorate due to expenses
associated with initiatives that Apax and management may undertake
to upgrade the company's facilities and otherwise improve
operations.  There may also be the potential for business
disruption as a result of these initiatives and from the
acquisition.  The ratings are also constrained by the company's
limited scale versus its competitors and customers and Moody's
concerns regarding the company's near-term liquidity profile.

However, Moody's recognizes Qualitest's demonstrated track-record
of steady free cash flow generation prior to the transaction and
the historically stable business model.  The stability of the
business model should continue to be supported by the favorable
fundamentals of the generic pharmaceutical industry, relatively
high barriers to entry in several of Qualitest's core markets and
the company's focus on niche products.  In addition, Moody's
believes that there is good potential for improvement in financial
metrics as a result of the company's strong product pipeline and
Apax's investments in the infrastructure of the company.

All ratings are subject to review of final documentation.

Ratings assigned:

   -- $75 million senior secured revolving credit facility due
      2013; B1, LGD3, 36%

   -- $265 million senior secured first lien term loan due
      2014; B1, LGD3, 36%

   -- $27 million senior secured delayed-draw term loan due
      2014; B1, LGD3, 36%

   -- $140 million senior secured second lien term loan due
      2014; Caa1, LGD5, 88%

   -- Corporate Family Rating; B2

   -- Probability of Default Rating; B2

The outlook for the ratings is stable.

Qualitest is a manufacturer and distributor of generic
pharmaceutical products primarily to wholesalers, as well as to
large chains and independent pharmacies located throughout the
United States.  The company manufactures predominantly
prescription generic drugs in a variety of formulations including
tablets, capsules, liquids, suspensions and gels. Qualitest is
headquartered in Huntsville, Alabama.


GLACIER FUNDING: Moody's Junks Rating on $4 Mil. Class E Notes
--------------------------------------------------------------
Moody's Investors Service placed these notes issued by Glacier
Funding CDO IV Ltd. on review for possible downgrade:

   -- Class Description: $40,000,000 Class A-2 Second Priority
      Senior Secured Floating Rate Notes Due 2045

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- Class Description: $23,000,000 Class B Third Priority
      Senior Secured Floating Rate Notes Due 2045

      Prior Rating: Aa2

      Current Rating: Aa2, on review for possible downgrade

   -- Class Description: $14,000,000 Class C Mezzanine Secured
      Deferrable Floating Rate Notes Due 2045

      Prior Rating: A2

      Current Rating: A2, on review for possible downgrade

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

   -- Class Description: $12,000,000 Class D Mezzanine Secured
      Deferrable Floating Rate Notes Due 2045

      Prior Rating: Baa2

      Current Rating: B1, on review for possible downgrade

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

   -- Class Description: $4,000,000 Class E Mezzanine Secured
      Deferrable Floating Rate Notes Due 2045

      Prior Rating: Ba1, on review for possible downgrade

      Current Rating: Ca

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


GSAMP TRUST: Moody's Lowers Class B-2 Certificate's Rating to Ba1
-----------------------------------------------------------------
Moody's Investors Service downgraded a certificate from a deal
issued by GSAMP Trust 2003-HE2.  The action is based on the
analysis of the credit enhancement provided by
overcollateralization, excess spread and primary mortgage
insurance, relative to the expected loss.  The PMI providers are
Mortgage Guaranty Insurance Corporation and Radian Guaranty Inc.

Complete rating actions are:

Downgrade:

Issuer: GSAMP Trust

   -- 2003-HE2, Class B-2, Downgraded to Ba1 from Baa3


GUARDIAN ENTERTAINMENT: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------------
Debtor: Guardian Entertainment, Ltd.
        71 Fifth Avenue
        New York, NY 10003

Bankruptcy Case No.: 07-13372

Type of Business: The Debtor produces feature films, commercials
                  and television properties for domestic and
                  foreign release in all markets.  See
                  http://www.guardianltd.com/

Chapter 11 Petition Date: October 25, 2007

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtor's Counsel: Clem G. Turner, Esq.
                  71 Fifth Avenue, 5th Floor
                  New York, NY 10003
                  Tel: (212) 727-4729

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
John K. Fulweiler              legal fees                  $4,700
Deorchis Wiener & Partners
61 Broadway, 26th Floor
New York, NY 10006-2802


HELEN PAPPAS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Helen Pappas
        17 Stonehenge Road
        Warwick, NY 10990

Bankruptcy Case No.: 07-36662

Chapter 11 Petition Date: October 25, 2007

Court: Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Debtor's Counsel: Michael D. Pinsky, Esq.
                  P.O. Box 148, 211 Main Street
                  Goshen, NY 10924-0148
                  Tel: (845) 294-5123
                  Fax: (845) 294-9384

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

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


HILLMAN COMPANIES: Moody's Revises Outlook to Negative
------------------------------------------------------
Moody's Investors Service downgraded the speculative grade
liquidity rating of Hillman Companies Inc. to SGL 3 from SGL 2 and
revised the company's rating outlook to negative, based on
concerns that Hillman may breech a financial covenant over the
next year if its operating performance were to moderate.  At the
same time, all of Hillman's other ratings, including its B2
corporate family rating, were affirmed.

"The SGL downgrade and negative outlook principally reflects
Moody's concern that the contractual tightening of a financial
covenant coupled with the lack of meaningful improvement in
operating profitability may necessitate a need for the company to
seek revisions to its senior secured credit facility and amend its
covenants" said Kevin Cassidy vice president/senior credit officer
at Moody's Investors Service.  "While we expect that the company
will comply with its covenants in the third quarter, the step down
in its required leverage covenant to 4x from 4.25x, has increased
the likelihood that the company may need to amend its credit
facility" said Mr. Cassidy.

Hillman's ratings are supported by its leading market share in
fasteners and keys/key accessories, stable industry demand, its
generally stable operating performance, and its extensive
distribution network, all of which help buffer against its high
leverage, modest interest coverage and its modest size with
revenues less than $500 million.

This rating was downgraded:

   -- Speculative grade liquidity rating to SGL 3 from SGL 2;

These ratings were affirmed:

   -- Corporate family rating at B2;

   -- Probability of default rating at B2;

   -- $40 million senior secured revolving credit facility at
      Ba3 (LGD 2, 23%) due 2012

   -- $235 million senior secured term loan Ba3 (LGD 2, 23%)
      due 2013

Headquartered in Cincinnati, Ohio, Hillman Companies, provides
hardware-related products and related merchandising services to
retail markets in North America.  The company reported revenue of
$431 million for its twelve month ending June 30, 2007.


HILTON CORP: Moody's Lowers Corporate Family Rating to B3
---------------------------------------------------------
Moody's Investors Service downgraded Hilton Corporation's CFR and
senior unsecured ratings to B3 and Caa1, respectively.  All of
Hilton's ratings will be withdrawn because Moody's believes it
lacks adequate information to maintain a rating.

About 84% of Hilton's $1.675 billion senior unsecured public bonds
were tendered for repayment pursuant to the company's tender
offers and consent solicitations.  Various supplemental indentures
have been executed whereby substantially all restrictive
covenants, reporting requirements and certain events of default
were eliminated.

The downgrade reflects the closing of the leverage buy-out that
will result in weak credit metrics.  Moody's estimates pro-forma
adjusted debt/EBITDA of about 12 times trailing EBITDA, and EBITDA
to interest marginally above 1x.  The rating on the senior
unsecured bonds reflects the application of Moody's Loss Given
default methodology based upon the company's post LBO capital
structure.

Moody's last rating action occurred on July 5, 2007 when the
company's ratings were placed on review for possible downgrade.

Ratings downgraded:

   -- Corporate Family rating to B3 from Ba1

   -- Probability of default to B3 from Ba1

   -- Senior notes to Caa1, LGD 5, 76%

   -- Senior bank credit facilities that were repaid to Caa1,
      LGD5 76% from Ba1, LGD 4

   -- Senior, subordinated and preferred shelf to (P) Caa1,
      LGD5, 76%, (P) Caa2, LGD6, 97%, (P) Caa2 LGD6, 97%,
      respectively from (P) Ba1, LGD4, (P) Ba2, LGD 6, (P) Ba2,
      LGD 6, respectively.

Hilton Hotels Corporation owns, manages or franchises a hotel
portfolio including Hilton(R), Conrad(R) Hotels & Resorts,
Doubletree(R), Embassy Suites Hotels(R), Hampton Inn(R), Hampton
Inn & Suites(R), Hilton Garden Inn(R), Hilton Grand Vacations(TM),
Homewood Suites by Hilton(R) and The Waldorf=Astoria
Collection(R).  The company's portfolio includes more than 2,800
hotels and 480,000 rooms in 76 countries and territories.

The Blackstone Group's real estate and corporate private equity
funds acquired the company on Oct. 24, 2007 in an all-cash
transaction.  The Blackstone Group is a global alternative asset
manager and provider of financial advisory services.  Its
alternative asset management businesses include the management of
corporate private equity funds, real estate opportunity funds,
funds of hedge funds, mezzanine funds, senior debt funds,
proprietary hedge funds and closed-end mutual funds.


HILTON HOTELS: Blackstone Merger Cues S&P to Withdraw Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Hilton
Hotels Corp., including the 'BB-' corporate credit rating,
following the close of the company's merger with an
affiliate of The Blackstone Group's real estate and corporate
private equity funds.  In addition, a significant amount of
Hilton's outstanding rated securities have been tendered pursuant
to its cash tender offers, or are expected to convert pursuant to
a supplemental indenture related to the convertible securities.  
S&P's withdrawal of the 'BB+' rating on the company's senior
unsecured issues contemplated the refinancing of these securities.  
Hilton does not expect to publicly file financial statements going
forward.  Before its withdrawal, the 'BB-' corporate credit rating
was on CreditWatch; it would likely have been lowered to no higher
than the 'B' category had it remained in place.

Ratings List

Ratings Withdrawn

Hilton Hotels Corp.

                           To        From
                           --        ----
Corporate Credit Rating   NR        BB-/Watch Neg/--
Senior Unsecured          NR        BB+/Watch Neg


HILTON HOTELS: Merger Closing Cues Fitch to Withdraw Ratings
------------------------------------------------------------
Fitch Ratings affirmed and withdrew the debt ratings of Hilton
Hotels Corp.  The affected ratings include:

   -- Issuer Default Rating 'B'/Withdrawn;
   -- Senior credit facility 'BB+'/Withdrawn;
   -- Senior notes 'BB+'/Withdrawn;

The Negative Rating Watch has been removed.

These actions are due to the closing of Hilton's merger with
affiliates of The Blackstone Group that was announced
July 3, 2007.  Fitch will no longer provide ratings or analytical
coverage of this issuer.


HOMEBANC CORP: Court Approves FTI Consulting as Financial Advisor
-----------------------------------------------------------------
HomeBanc Mortgage Corporation and its debtor-affiliates obtained
authority from the United States Bankruptcy Court for the District
of Delaware to employ FTI Consulting, Inc., together with its
wholly owned subsidiaries, agents and independent contractors,
as their financial advisors, nunc pro tunc to Sept. 18, 2007.

FTI is expected to provide consulting and advisory services,
including:

   a) assistance to the Debtors in the preparation of financial-
      related disclosures required by the Court, including
      Schedules of Assets and Liabilities, the Statement of
      Financial Affairs and Monthly Operating Reports;

   b) assistance to the Debtors with information and analyses
      required pursuant to the Debtors' debtor-in-possession
      financing, including preparation for hearings regarding the
      use of cash collateral and DIP financing;

   c) assistance with the identification and implementation of
      short-term cash management procedures;

   d) advisory assistance in connection with the development and
      implementation of key employee retention and other critical
      employee benefit programs;

   e) assistance and advice to the Debtors with respect to the
      identification of core business assets and the disposition
      of assets or liquidation of unprofitable operations;

   f) assistance with the identification of executory contracts
      and leases and performance of cost/benefit evaluations with
      respect to the affirmation or rejection of each;

   g) analysis of creditor claims by type, entity and individual
      claim, including assistance with development of databases,
      as necessary, to track the claims;

   h) assistance in the evaluation and analysis of avoidance
      actions;

   i) litigation advisory services with respect to accounting and
      tax matters, along with expert witness testimony on case-
      related issues, as required by the Debtors; and

   j) render other general business consulting or other
      assistance as Debtors' management or counsel may deem
      necessary that are consistent with the role of a financial
      advisor and not duplicative of services provided by other
      professionals in the proceeding.

Mr. Barry informed the Court that FTI is not owed any amounts with  
respect to prepetition fees and expenses, as it was not a
prepetition professional to the Debtors.

The Debtors will pay the firm its customary hourly rates,
which are subject to periodic adjustments, charged by FTI's
professionals anticipated to be assigned to the Debtors' Chapter
11 cases.  The rates are:

      Designations                       Hourly Rates
      ------------                       ------------
      Senior Managing Director            $615-$675
      Directors/Managing Directors        $450-$590
      Associates/Consultants              $225-$420
      Administration/Paraprofessionals     $95-$180

Pursuant to the engagement letter, FTI's fees will not exceed
$125,000 per month in the aggregate for the first two months of
engagement, and an amount, if any, to be agreed upon as a part of
a wind-down budget to be negotiated among the Debtors, their
prepetition lenders and the Official Committee of Unsecured
Creditors for any future months.

FTI has agreed to limit its fees to a blended rate of $425 per
hour on a cumulative basis from the inception of the engagement,
Mr. Barry tells the Court.

The Debtors and FTI have agreed, subject to Court approval of
their application, on certain dispute resolution procedures:

    -- A dispute will be submitted to mediation by written notice
       to the other party or parties.  In the mediation process,
       the parties will try to resolve their differences
       voluntarily with the aid of an impartial mediator, who
       will attempt to facilitate negotiations.  The mediator
       will be selected by agreement of the parties.  If the
       parties cannot agree on a mediator, a mediator will be
       designated by the American Arbitration Association or
       JAMS/Endispute at the request of a party.  Any mediator
       designated must be acceptable to all parties;

    -- The parties will discuss their differences in good faith
       and to attempt, with the assistance of the mediator, to
       reach an amicable resolution of the dispute.  The
       mediation will be treated as a settlement discussion and
       therefore, will be confidential.  The fees and expenses of
       the mediator will be shared equally by the parties; and

    -- If a dispute has not been resolved within 90 days after
       the written notice beginning the mediation process, or a
       longer period, if the parties agree to extend the
       mediation, the mediation will terminate and the dispute
       will be settled by arbitration and judgment on the award
       rendered by the arbitration may be entered in any court
       having jurisdiction thereof.  The arbitration will be
       conducted in accordance with the agreed procedures and the
       Arbitration Rules for Professional Accounting and Related
       Services Disputes of the AAA.

Timothy J. Dragelin, senior managing director at FTI, assures
the Court that the firm has no connection with the Debtors, its
creditors or other parties-in-interest in the Debtors' Chapter 11
cases and that FTI does not hold any interest adverse to the
Debtors' estates.  Mr. Dragelin attests that FTI is a
disinterested person, as the term is defined within Section
101(14) of the Bankruptcy Code.

The Debtors further propose to serve on all known entities
holding potential prepetition claims with a Bar Date Notice, and
an Official Form No. 10.  The Bar Date Notice states, among other
things, that claims must be filed with Kurztman Carson Consultants
LLC on or before the applicable Bar Date.

Headquartered in Atlanta, Ga., HomeBanc Mortgage Corporation --
http://www.homebanc.com/-- is a mortgage banking company focused        
on originating primarily prime purchase money residential mortgage
loans in the Southeast United States.  

HomeBanc Mortgage together with five affiliates filed for chapter
11 protection on Aug. 9, 2007 (Bankr. D. Del. Case Nos. 07-11079
through 07-11084).  Joel A. Waite, Esq., at Young, Conaway,
Stargatt & Taylor was selected by the Debtors to represent them
in these cases.  The Debtors' financial condition as of June 30,
2007, showed total assets of $5,100,000,000 and total liabilities
of $4,900,000,000.

The Debtors' exclusive period to file a plan ends on Dec. 7, 2007.
(HomeBanc Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


HOMEBANC CORP: Panel Hires Otterbourg Steindler as Lead Counsel
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave the Official Committee of Unsecured Creditors of HomeBanc
Mortgage Corporation and certain HomeBanc's subsidiaries authority
to retain Otterbourg, Steindler, Houston and Rosen, P.C., as lead
co-counsel.

As the Committee's counsel, OSH&R will:

   (a) assist and advise the committee in its consultation with
       the Debtors relative to the administration of these cases;

   (b) attend meetings and negotiate with the representatives of
       the Debtors and other parties in interest;

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

   (d) assist the committee in the review, analysis
       negotiation of any plan(s) reorganization, or asset
       acquisition proposals that may be filed and assist the
       committee in the review, analysis and negotiation of the
       disclosure statement accompanying any plan(s) of
       reorganization;  
  
   (e) assist the committee in the review, analysis and
       negotiation of any financing agreements;

   (f) take all necessary action to protect and preserve the
       interests of the committee including (i) possible
       prosecution of actions on its behalf, (ii) if appropriate,
       negotiations concerning all litigation in which the
       Debtors are involved, (iii) and if appropriate, review and
       analysis of claims filed against the Debtors' estates;

   (g) generally prepare on behalf of the committee all necessary
       motions, applications, answers, orders, reports and papers
       in support of positions taken by the committee;

   (h) appear, as appropriate, before the Court, the Appellate  
       Courts, and the United States Trustee, and protect the
       interests of the committee before those courts and before
       the United States Trustee; and

   (i) perform all necessary legal services in the cases.

OSH&R will charge for its legal services on an hourly basis with
its customary hourly rates, and necessary out-of-pocket
disbursements.

Attorneys and paraprofessionals of OSH&R bill their time in one-
tenth hour increments and the range of hourly rates currently
charged by OSH&R, subject to adjustment, is:
   
       Designation         Hourly Rate
       -----------         -----------
       Partner/Counsel     $510 - $745
       Associate           $245 - $555
       Paralegal           $150 - $205

Lorenzo Marinuzzi, member of the OSH&R, assured the Court that
(i) members and associates of OSH&R do not have nay connection
with the Debtors, their creditors or any other party-in-interest,
and (ii) the firm represents no adverse interest to the Committee
which would preclude it in acting as counsel  to the Committee in
matters upon which it is to be engaged.

Headquartered in Atlanta, Ga., HomeBanc Mortgage Corporation --
http://www.homebanc.com/-- is a mortgage banking company focused        
on originating primarily prime purchase money residential mortgage
loans in the Southeast United States.  

HomeBanc Mortgage together with five affiliates filed for chapter
11 protection on Aug. 9, 2007 (Bankr. D. Del. Case Nos. 07-11079
through 07-11084).  Joel A. Waite, Esq., at Young, Conaway,
Stargatt & Taylor was selected by the Debtors to represent them
in these cases.  The Debtors' financial condition as of June 30,
2007, showed total assets of $5,100,000,000 and total liabilities
of $4,900,000,000.

The Debtors' exclusive period to file a plan ends on Dec. 7, 2007.
(HomeBanc Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


HOMEBANC CORP: Court OKs Mesirow as Committee's Financial Advisor
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave the Official Committee of Unsecured Creditors in HomeBanc
Mortgage Corporation and its debtor-affiliates' chapter 11 cases
permission to retain Mesirow Financial Consulting LLC as its
financial advisors.

As reported in the Troubled Company Reporter on Oct. 8, 2007,
the Creditors Committee needs assistance in collecting and
analyzing financial and other information in relation to the
Chapter 11 cases.  The Committee has selected MFC because of the
firm's diverse experience and extensive knowledge in bankruptcy.
Accordingly, MCF is qualified as financial advisors.

As financial advisors, MFC is expected to render these services:

   (a) assessment of bid procedures and review and advice to the
       committee with respect to proposed asset dispositions;

   (b) assistance in review of financial information of the
       Debtors and analysis of motions for which Court approval
       is sought by the Debtors;

   (c) assistance in meetings and discussions with other
       professionals and the Debtors including other classes of
       creditors;

   (d) review of financial information of the Debtors including
       the Statement of Financial Affairs, Schedules of Assets
       and Liabilities, and Monthly Operating Reports;

   (e) analysis and assistance to the committee with regard to
       Debtors' financing, cash collateral and other liquidity
       liquidity measures;

   (f) review and assistance to the committee in evaluating any
       employee related programs;

   (g) assistance with the review and affirmation or rejection on
       various executory contracts and leases;

   (h) assistance in the evaluation and analysis of avoidance
       actions, including fraudulent conveyances and preferential
       transfers;

   (i) litigation advisory services and expert testimony on case
       related issues; and

   (j) other consulting, review, or assistance the committee or
       its counsel may deem necessary.

MFC's compensation for professional services rendered to the
committee will be $75,000 per month, plus hourly charges for
forensic and litigation consulting services by the committee
based upon the hours actually expended by each staff member at
each staff member's hourly billing rate.

The Committee submits that the MFC professionals working on the
matter are not relatives of the United States Trustee of the
District Court of Delaware or of any known employee in the office
thereof, or any Unites States Bankruptcy Judge of the District of
Delaware.

Headquartered in Atlanta, Ga., HomeBanc Mortgage Corporation --
http://www.homebanc.com/-- is a mortgage banking company focused        
on originating primarily prime purchase money residential mortgage
loans in the Southeast United States.  

HomeBanc Mortgage together with five affiliates filed for chapter
11 protection on Aug. 9, 2007 (Bankr. D. Del. Case Nos. 07-11079
through 07-11084).  Joel A. Waite, Esq., at Young, Conaway,
Stargatt & Taylor was selected by the Debtors to represent them
in these cases.  The Official Committee of Unsecured Creditors
selected the firm Otterbourg, Steindler, Houston and Rosen, P.C.
as its counsel.  The Debtors' financial condition as of June 30,
2007, showed total assets of $5,100,000,000 and total liabilities
of $4,900,000,000.

The Debtors' exclusive period to file a plan ends on Dec. 7, 2007.
(HomeBanc Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).  


HYDRO SPA: Can Employ GrayRobinson as General Bankruptcy Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
authority to Hydro Spa Parts and Accessories, Inc. to employ
GrayRobinson, P.A. as its general counsel.

GrayRobinson is expected to:

   a) give advice to the Debtor with respect to its powers and
      duties as debtor-in-possession and the continue management
      of its business operations;

   b) advise the Debtor with respect to its responsibilities in
      complying with the U.S. Trustee's Operating Guidelines and
      Reporting Requirements and with the rules of this Court;

   c) address the legal ramifications of business and financial
      issues impacting the Debtor, including labor issues, cash
      collateral issues, intellectual property issues, and other
      matters critical to maintenance of the going concern;

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

   e) continue the process of dealing with the prospective
      purchaser, reducing the asset purchase agreement to a
      document appropriate for submission to this Court, and to
      advance to closing;

   f) continue the prosecution of claims and the litigation of
      defenses in the context of the Gulf Coast Litigation, that
      be removed to this Court;

   g) protect the interests of the Debtor in all matters pending
      before the Court;

   h) represent the Debtor in negotiations with its creditors in
      preparation of a plan of reorganization and in assessing and
      establishing confirmability; and

   i) assess and address anticipated post-confirmation activities.

John A. Anthony, Esq., a shareholder at GrayRobinson, tells the
Court that the firm's professionals bill:

      Professional                          Hourly Rate
      ------------                          -----------
      John A. Anthony, Esq.                    $350
      John I. Van Voris, Esq.                  $300
      Richard M. Zabak, Esq.                   $300
      Susan T. Spradley, Esq.                  $290
      Stephenie M. Biernacki, Esq.             $250
      Scott R. Lilly, Esq.                     $260
      Cheryl Thompson, Esq.                    $205
      Maureen A. Vitucci                       $185
      Robert H. Bonanno, Jr.                   $185

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

Mr. Anthony can be contacted at:

      John A. Anthony, Esq.
      GrayRobinson, P.A.
      201 North Franklin Street, Suite 2200
      Tampa, FL 33602
      Tel: (813) 273-5033
      Fax: (813) 273-5145

                          About Hydro Spa

Based in St. Petersburg, Florida, Hydro Spa Parts and Accessories,
Inc. -- http://www.hydrospa.com/-- sells bathroom, hot tub, and  
spa equipment and accessories.  The Debtor filed for Chapter 11
protection on Sept. 19, 2007 (Bankr. M.D. Fla. Case No. 07-08616).  
John A. Anthony, Esq., John I. Van Voris, Esq., and Stephenie M.
Biernacki, Esq., at GrayRobinson, P.A., represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $10,659,077, and
total liabilities of $13,611,578.


HYDRO SPA: Court Fixes November 30 as Claims Bar Date
-----------------------------------------------------
The Honorable Catherine Peek McEwen of the U.S. Bankruptcy Court
for the Middle District of Florida extended, until Nov. 30, 2007,
the period in which creditors of Hydro Spa Parts and Accessories,
Inc. can file proofs of claim against the Debtor.

Based in St. Petersburg, Florida, Hydro Spa Parts and Accessories,
Inc. -- http://www.hydrospa.com/-- sells bathroom, hot tub, and  
spa equipment and accessories.  The Debtor filed for Chapter 11
protection on Sept. 19, 2007 (Bankr. M.D. Fla. Case No. 07-08616).  
John A. Anthony, Esq., John I. Van Voris, Esq., and Stephenie M.
Biernacki, Esq., at GrayRobinson, P.A., represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $10,659,077, and
total liabilities of $13,611,578.


HYDRO SPA: U.S. Trustee Appoints Seven-Member Creditors Committee
-----------------------------------------------------------------
The U.S. Trustee for Region 3 appointed seven members to the
Official Committee of Unsecured Creditors in the Chapter 11 case
of Hydro Spa Parts and Accessories, Inc.

The Creditors Committee members are:

   (a) Waterway Plastics
       Attn: Patti Kirsh
       Vice-President of Sales and Marketing
       2200 East Sturgis Road
       Oxnard, CA 93030
       Tel: (805) 981-0262
       Fax: (805) 981-9403

   (b) Balboa Instruments, Inc.
       Attn: Dennis L. Nickel, CFO
       1382 Bell Avenue
       Tustin, CA 92780
       Tel: (714) 384-0384 ext. 6266
       Fax: (714) 384-0327

   (c) Custom Molded Products, Inc.
       Attn: William Drury, President
       140 Celtic Boulevard
       Tyrone, GA 30290
       Tel: (770) 632-7112
       Fax: (770) 632-7115

   (d) Regal-Beloit Electric Motors, Inc.
       Attn: John W. Piffer, Controller
       1946 West Cook Road
       Fort Wayne, IN 46818
       Tel: (260) 416-5671
       Fax: (260) 416-5460

   (e) Highwood USA, LLC
       Attn: John Quarmley, General Manager
       87 Tide Road
       Tamaqua, PA 18252
       Tel: (570) 668-6113
       Fax: (484) 214-0182

   (f) Lucite International Inc.
       Attn: David L. Gorglione, Senior Credit Analyst
       7275 Goodlett Farms Parkway
       Cordova, TN 38016
       Tel: (901) 381-2246
       Fax: (901) 381-2248

   (g) Vartek Ind. Inc.
       T. Starr Porter, Owner
       6715 North 53rd Street
       Tampa, FL 33610
       Tel: (727) 595-1516
       Fax: (727) 593-5858

Pursuant to Section 1103 of the Bankruptcy Code, the Creditors
Committee may:

   -- consult with the Debtors 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 Hydro Spa

Based in St. Petersburg, Florida, Hydro Spa Parts and Accessories,
Inc. -- http://www.hydrospa.com/-- sells bathroom, hot tub, and  
spa equipment and accessories.  The Debtor filed for Chapter 11
protection on Sept. 19, 2007 (Bankr. M.D. Fla. Case No. 07-08616).  
John A. Anthony, Esq., John I. Van Voris, Esq., and Stephenie M.
Biernacki, Esq., at GrayRobinson, P.A., represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $10,659,077, and
total liabilities of $13,611,578.


IKON OFFICE: Earns $28 Million in Fourth Quarter Ended Sept. 30
---------------------------------------------------------------
IKON Office Solutions reported net income of $28 million for the
fourth quarter representing a 15% increase over the $0.20 in the
fourth quarter of fiscal 2006, exceeding the company's previously
communicated guidance of about $0.22.

Total revenue for the fourth quarter of fiscal 2007 was
$1.1 billion, up 0.6% year over year, including 1.4 points of
currency benefit.

Operating income for the fourth quarter of fiscal 2007 was
$49 million, or 4.6% of revenue, compared to $44 million or 4.1%
of revenue for the fourth quarter of fiscal 2006.  The company's
effective tax rate for the quarter was 28%.

"We gained revenue momentum during the fourth quarter, as
demonstrated by revenue growth in Equipment, Managed and
Professional Services, and in Europe.  We also made progress on
our sprint-to-color strategy by successfully launching the Canon
imagePRESS C7000VP, a 70 page per minute color production device.  
Finally, we continued to expand our sales coverage, adding over 50
selling resources in the quarter, bringing the total increase in
the second half of fiscal year 2007 to over 170," said Matthew J.
Espe, IKON's chairman and chief executive officer.

                    Fiscal 2007 Highlights

For fiscal year 2007, net income was $114 million representing a
15% increase over the adjusted earnings per diluted share of $0.79
in fiscal year 2006, and exceeding the company's previously
communicated guidance of about $0.90.

Total revenue for fiscal year 2007 was $4.2 billion, a 1.4%
decline year over year, including 1.2 points of currency benefit.

Operating income in fiscal year 2007 was $203 million, or 4.9% of
revenue, compared with $197 million, or 4.1% of revenue in fiscal
year 2006, after adjusting for a $5 million gain on the sale of
Kafevend last year.  The company's effective tax rate for the
fiscal year was 30%.

At fiscal year end, the company's U.S. migration to One Platform
was two-thirds complete and on track to be finished in the second
half of fiscal year 2008.  Due to the success of these migrations
and the process improvements and stability achieved over the past
two years, the company concluded that its material weakness in
billing was remediated as of
Sept. 30, 2007.

As of Sept. 30, 2007, the company reported total assets of
$3.3 billion, total liabilities of $1.6 billion, and total
stockholders' equity of $1.7 billion.

Full-text copies of the company's financials are available for
free at http://ResearchArchives.com/t/s?248d.

                Balance Sheet and Liquidity

The company's cash balance was $349 million as of
Sept. 30, 2007, and the company's debt-to-capital ratio remained
stable from the prior year at 33%.

In the fourth quarter, the company generated $159 million of cash
from operations driven by over $100 million in working capital
improvements, primarily from lower accounts receivable and
inventory levels, as well as improved payment terms from vendors.

The company ended fiscal year 2007 with $288 million in inventory,
in line with the company's guidance of $275 million to $295
million, generating $29 million of cash during the quarter.  

For the fourth quarter of fiscal 2007, fully diluted weighted
average shares were 122 million.  At the end of the quarter,
actual shares outstanding were 118 million, a reduction of 8% year
over year, driven by the company's share repurchase program.

The company purchased about 5 million shares for $75 million
during the fourth quarter.  In fiscal year 2007, the company
returned a total of $195 million in cash to its shareholders,
including $175 million in share repurchases and $20 million in
dividend payments, $80 million greater than the free cash flow
generated during the year.

IKON's board of directors approved the company's regular quarterly
cash dividend of $0.04 per common share, payable on Dec. 10, 2007
to holders of record at the close of business on Nov. 19, 2007.

                        Outlook

"Fiscal 2007 was a good year for IKON. We made significant
progress towards growing revenue.  We continued to lower our
selling and administrative expenses, and we delivered increased
earnings per share and cash flow.  Our color product portfolio is
stronger than ever, and we have made investments to expand and
optimize our sales coverage.  As a result, we are at an important
point in our company's history with respect to growth, which is
our main focus in fiscal 2008," said Mr. Espe.

"Looking ahead to fiscal year 2008, we expect revenue growth of 2%
driven by Equipment and Managed & Professional Services growth,
and an operating income margin of greater than 5%.  For our first
quarter, we expect earnings per diluted share to range between
$0.22 and $0.24.

"In addition, after reviewing investment opportunities for growth
for fiscal year 2008, we decided to narrow our acquisition
strategy to focus only on small "tuck-in" acquisitions rather than
transformational opportunities. We continue to believe share
repurchases and a focus on small "tuck-in" acquisitions will
increase shareholder value and improve our long-term potential for
growth," continued Mr. Espe.

                       About Ikon Office

Headquartered in Malvern, Pennsylvania, IKON Office Solutions Inc.
(NYSE:IKN) -- http://www.ikon.com/-- is the world's largest  
independent channel for copier, printer and MFP technologies.  It
delivers integrated document management solutions and systems,
enabling customers worldwide to improve document workflow and
increase efficiency.  IKON has approximately 25,000 employees in
over 400 locations throughout North America and Western Europe.

                       *     *     *

In September 2006, Moody's placed the company's long-term
corporate family rating and probability of default rating at Ba2,
and senior unsecured debt rating at Ba3.  These ratings still hold
to date.  The outlook is stable.

Standard & Poor's placed the company's long-term foreign and local
issuer credits at BB which still hold to date in September 2006.  
The outlook is stable.


JAYS FOODS: Wants Court Approval on Asset Sale Bidding Procedures
-----------------------------------------------------------------
Jays Foods Inc. and Select Foods Inc. ask the United States
Bankruptcy Court for the Northern District of Illinois to:

  a) schedule the date, time and place for the hearing on the   
     proposed motion for the sale of substantially all of the
     Debtors' assets,

  b) approve the form and manner of the notice of the
     of the notice thereof; and

  c) approve the bidding procedures and break up fees.

Prior to Oct. 11, 2007, Debtors contacted certain potential
purchasers in an attempt to market substantially all of their
assets.  Debtors told the Court that this has resulted in the
execution of an asset purchase agreement between the Debtors and
Jay's Acquisition.  

As reported in the Troubled Company Reporter on Oct. 25, 2007, the
Debtors asked the Court to approve an asset and purchase agreement
entered with Jay's Acquisition Inc.

Under the agreement, the Debtors will sell substantially all of
their assets to Jay's Acquisition for $24,850,000, subject to an
auction and upon Court approval.  The Debtors also asked the Court
for authority to assume and assign leases and contracts in
connection with the sale.

The parties have also agreed that $1,650,000 of the purchase price
will be paid to satisfy claims asserted against the Debtors'
estates, exclusive of claims asserted by LaSalle Business Credit
LLC, which has waived its right to the proceeds.

In addition, the asset purchase agreement provides a due diligence
investigation period which expires on Nov. 9, 2007.

Debtors propose that the Court set the bid deadline not later than
four calendar days prior to the date scheduled by the Court for
the sale hearing.  Debtors also  propose that the auction date be
held one business day prior to the date scheduled by the Court for
the Sale hearing or such later time or other place as the Debtors
shall notify all qualified bidders who have submitted qualified
bids.

                         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.

As of the Oct. 11, 2007, the Debtors had approximately 943
employees of which Select has 262 (211 union employees and, 51
non-union employees) and Jays has 681 total employees (236 union
employees and 445 non-union employees).

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.


JAYS FOODS: Court Approves Kurtzman Carson as Claims Agent
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave Jays Foods Inc. and Select Snacks Inc. permission to employ
Kurtzman Carson Consultants LLC as their notice, claims and
balloting agent.

Kurtzman Carson will act as the notice, claims and balloting agent
in the Debtors' cases.  The firm will maintain the list of the
Debtors' creditors and will serve the required notices in the
chapter 11 cases and will prepare the related certificate or
affidavit of service.  Specifically, the firm will:

   (a) prepare and serve required notices in these chapter 11
       cases, which may include:

          (i) notice of the commencement of these chapter 11 cases
              and the initial meeting of creditors pursuant to
              section 341(a) of the Bankruptcy Code;

         (ii) notice of the claims bar date, if any;

        (iii) notice of objections to claims;

         (iv) notice of any hearings on a disclosure statement and
              confirmation of a plan of reorganization;

          (v) other miscellaneous notices to any entities, as the
              Debtors or the Court may deem necessary or
              appropriate for an orderly administration of
              the chapter 11 cases; and

         (vi) provide assistance with publication of required
              notices, as necessary;

   (b) after the mailing of a particular notice, prepare for
       filing with the Clerk's Office a certificate or affidavit
       of service that includes a copy of the notice
       involved, an alphabetical list of persons to whom the
       notice was mailed and the date and manner of mailing;

   (c) receive and record proofs of claim and proofs of interest
       filed;

   (d) create and maintain official claims registers, including,
       among other things, these information for each proof of
       claim or proof of interest:

          (i) the applicable Debtor;

         (ii) the name and address of the claimant and any agent
              thereof, if the proof of claim or proof of interest
              was filed by an agent;

        (iii) the date received;

         (iv) the claim number assigned; and

          (v) the asserted amount and classification of the
              claim;

   (e) implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

   (f) transmit to the Clerk's Office a copy of the claims
       registers upon request and at agreed upon intervals;

   (g) act as balloting agent which will include these services:

          (i) print ballots including the printing of color-coded,
              creditor- and shareholder-specific ballots;

         (ii) prepare voting reports by plan class, creditor or
              shareholder and amount for review and approval by
              the Debtors and their counsel;

        (iii) coordinate mailing of ballots, disclosure statement
              and plan of reorganization or other appropriate
              materials to all voting and non-voting parties and
              provide affidavit of service; and

         (iv) receive and tabulate ballots, inspect ballots for
              conformity to voting procedures, date stamp and
              number ballots consecutively, provide computerized
              balloting database services and certify the
              tabulation results;

   (h) maintain an up-to-date mailing list for all entities that
       have filed a proof of claim or proof of interest, which
       list shall be available upon request of a party in interest
       or the Clerk's Office;

   (i) provide access to the public for examination of copies of
       the proofs of claim or interest without charge during
       regular business hours;

   (j) create and maintain a public access website setting forth
       pertinent case information and allowing access to
       electronic copies of proofs of claim or proofs of interest;

   (k) record all transfers of claims pursuant to rule 3001(e) of
       the Federal Rules of Bankruptcy Procedure and provide
       notice of the transfers as required by Bankruptcy Rule
       3001(e);

   (l) comply with applicable federal, state, municipal, and local
       statutes, ordinances, rules, regulations, orders and other
       requirements;

   (m) provide temporary employees to process claims, as
       necessary;

   (n) promptly comply with such further conditions and
       requirements as the Clerk's Office or the Court may at any
       time prescribe; and

   (o) perform the other administrative and support services
       related noticing, claims, docketing, solicitation and
       distribution as the Debtors or the Clerk's Office
       may request.

In addition, the firm will assist the Debtors with, among other
things:

   (a) the reconciliation and resolution of claims;

   (b) preparation of schedules of assets and liabilities and
       statements of financial affairs; and

   (c) the preparation, mailing and tabulation of ballots for the
       purpose of voting to accept or reject any plans of
       reorganization proposed by the Debtors in these cases.
                                                                             
Prior to the bankruptcy filing, the Debtors paid the firm a
$20,000 "evergreen retainer".

To the best of the Debtors' knowledge, Kurtzman Carson is a
"disinterested person" within the meaning of section 101(14) of
the Bankruptcy Code, and does not hold or represent an interest
adverse to the Debtors' estates.

The firm can be reached at:

             Sheryl Betance, Director
             Kurtzman Carson Consultants LLC
             2335 Alaska Avenue
             El Segundo, CA 90066
             Tel: (866) 381.9100
             Fax: (310) 823.9133
             http://www.kccllc.com/

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.

As of the Oct. 11, 2007, the Debtors had approximately 943
employees of which Select has 262 (211 union employees and, 51
non-union employees) and Jays has 681 total employees (236 union
employees and 445 non-union employees).

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.


JAYS FOODS: Court OKs Retention of Keystone as Financial Advisor
----------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Illinois has granted permission to Jays Foods Inc. and Select
Snacks Inc. to employ Keystone Consulting Group LLC as their
financial advisor, effective as of Oct. 11, 2007.

Debtors selected Keystone as their financial advisor because of
the firm's diverse experience, knowledge and reputation in the
financial and operational restructuring field, previous working
relationship with the Debtors, and because the Debtors believe
that Keystone possesses the relationships, resources and
qualifications to provide the financial advisory services that
will be required in this matter.

Keystone Consulting is expected to:

  a) advise the Debtors with respect to planning and managing of
     cash flow;

  b) advise the Debtors with respect to financial restructuring
     options; and

  c) assist the Debtors in the forumulation and implementation of
     a going-concern sale or sales of substantially all of their
     assets or a financial restructuring plan;

The compensation rates of the firm's professionals are:

      Designation                  Hourly Rate
      -----------                  -----------  
      Directors                    $600 - $650
      Principals                   $350 - $450
      Staff                        $100 - $200

Prior to the Petition Date, the Debtors paid Keystone $221,000 for
advisory fees and expense reimbursement.  In addition, the Debtors
provided Keystone with a retainer in the amount of $4,000, which
remains unapplied.  The Debtors do not owe Keystone any amount for
services performed or expenses incurred prior to the Petition
Date, and Keystone is consequently not a prepetition creditor of
the Debtors.

Keystone will earn a success fee based upon a target fee of
$200,000, which amount will be increased or decreased pro rata
with the percentage return LaSalle Business Credit LLC receives on
its secured claim from the proceeds of any sale of the Debtors'
assets.
    
Mr. Andrew J. Rolfe, a managing director of Keystone Consulting
Group LLC, assured the Court that the firm does not hold any
interest adverse to the Debtors' estate, and is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Rolfe can be reached at:

   Andrew J. Rolfe
   Keystone Consulting Grou LLC
   191 North Wacker Drive
   Suite 1650
   Chicago, Illinois 60606

                         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.

As of the Oct. 11, 2007, the Debtors had approximately 943
employees of which Select has 262 (211 union employees and, 51
non-union employees) and Jays has 681 total employees (236 union
employees and 445 non-union employees).

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.


LINENS 'N THINGS: Inks New $700 Mil. Credit Agreement with GE
-------------------------------------------------------------
Linens Holding Co. reported that its wholly-owned subsidiaries,
Linens 'n Things Inc., Linens 'n Things Center, Inc., and Linens
'n Things Canada Corp., have entered into a new $700 million
credit agreement with GE Capital Markets Inc. as arranger and
bookmanager.  The existing $700 million credit facility with
affiliates of UBS Securities LLC has been replaced in its entirety
by this new credit facility.

Early in the third quarter, GE Capital (GE - Global Sponsor
Finance) approached the company and proposed a new asset-based
credit facility with materially improved terms relative to the
former credit facility and, in August 2007, the company obtained
an underwriting commitment related to the entire facility from GE
Capital (GE - Global Sponsor Finance).

The new facility is beneficial to the company compared to its
prior credit facility in several respects.  Among other things,
the company has obtained increases in its advance rates on
inventory and accounts receivable for its borrowing base
computation as well as the elimination of all financial
maintenance covenants.  As a result of entering into this
facility, the company's liquidity position will be significantly
enhanced compared to its existing credit facility.

All of the agent banks in the company's former credit facility
continue to be participants in the new credit facility.

The new credit agreement will be filed as an exhibit to a Form 8-K
that will be filed by the company with the SEC.  General Electric
Capital Corporation will act as U.S. Administrative Agent and U.S.
Collateral Agent and GE Canada Finance Holding Company will act as
Canadian Administrative Agent and Canadian Collateral Agent.

                  About Linens 'n Things

Headquartered in Clifton, New Jersey, Linens N Things Inc., is a
nationwide specialty retailer of home textiles, housewares, and
home accessories that operates approximately 571 stores in 47
states and six Canadian provinces as of Dec. 30, 2006.  Revenues
for the period ended Dec. 30, 2006 were about
$2.8 billion.

                        *     *     *

As reported in the Troubled Company Reporter on Oct 17, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Linens 'n Things Inc. to 'B-' from 'B' and removed the
ratings from CreditWatch, where they had been placed with negative
implications on Nov. 17, 2006.

In September 2006, Moody's placed the company's long-term
corporate family rating, senior unsecured debt rating, and
probability of default rating at B3.  These ratings still hold to
date.  The outlook is negative.

Fitch placed the company's long-term issuer default rating at CCC,
senior secured debt rating at CCC-, and bank loan debt rating at
B- in October 2007.  These ratings still hold to date.  The
outlook is stable.


LKQ CORP: Earns $14.6 Million in Third Quarter Ended Sept. 30
-------------------------------------------------------------
LKQ Corporation disclosed financial results for its third quarter
ended Sept. 30, 2007.

Net income for the quarter increased 39.2% to $14.6 million
compared with $10.5 million for the third quarter of 2006.  For
the third quarter of 2007, revenue increased 23.2% to
$243.5 million compared with $197.7 million for the third quarter
of 2006.  Organic revenue growth for the quarter was 15.9%.

"We exceeded our previously issued earnings estimates for the
third quarter. We reported record revenue along with the continued
expansion of our operating income margin to 10.5% compared to 9.0%
in the third quarter of 2006," said Joseph M. Holsten, president
and chief executive officer.  "In addition we had robust organic
revenue growth of almost 16% for the quarter."
    
"Another significant achievement this quarter was a very
successful public equity offering towards the end of the quarter,
followed by our acquisition of Keystone Automotive Industries
Inc.," said Mr. Holsten.  "This acquisition creates an alternative
replacement parts business with over $1.6 billion of trailing
annual revenue.  Keystone's aftermarket product line is a perfect
complement to LKQ's leading presence in the recycled parts
marketplace.  We now have an expanded national network of
nearly 300 facilities that allow us to offer readily available,
high quality recycled, refurbished and aftermarket collision
repair parts to our customers."

For the nine months ended Sept. 30, 2007, revenue increased 21.8%
to $712.1 million compared with $584.8 million for the same period
in 2006.  This included organic revenue growth of 12.1%.  For the
nine months ended Sept. 30, 2007, net income increased 29.7% to
$44.4 million compared with $34.2 million for the same period in
2006.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$906.0 million in total assets, $87.2 million in total
liabilities, and $818.8 million in total shareholders' equity.

On Sept. 25, 2007, the company completed its public offering of
13.8 million shares of its common stock at a price per share to
the public of $31.00.  The offering included 11.8 million shares
sold by the company and 2.0 million shares sold by selling
stockholders.  The shares sold by the company included 1.8 million
shares sold pursuant to the exercise of the underwriters' over-
allotment option.  The company received approximately
$349.5 million in net proceeds from the sale of the shares by the
in the offering, after deducting discounts and commissions and the
estimated expenses of the offering.

The company obtained a senior secured debt financing facility from
Lehman Brothers Inc. and Deutsche Bank Securities Inc. on October
12 to fund a portion of the Keystone acquisition.  This facility
consists of approximately $750 million of borrowing capacity.  It
is made up of a six year $610 million term loan, a six year
CDN$40 million Canadian term loan, a six year $15 million dual
currency (Canadian dollars and U.S. dollars) revolving credit
facility and a six year $85 million revolving credit facility.  As
of Oct. 25, 2007, the company had outstanding debt under its new
debt facility of $650.0 million.

                      About LKQ Corporation
  
Based in Chicago, Illinois, LKQ Corporation (NASDAQ:LKQX) --
http://www.lkqcorp.com/-- is a provider of recycled light vehicle   
original equipment manufacturer products and related services.  
The company is also a provider of aftermarket collision
replacement products and refurbished wheels.  LKQ Corporation
operates over 100 facilities offering its customers a range of
replacement systems, components and parts to repair light
vehicles.  It participates in the market for recycled OEM
products, well as the market for collision repair aftermarket
products.  LKQ Corporation obtains aftermarket products and
salvage vehicles from a variety of sources.  

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 28, 2007,
Moody's Investors Service assigned these ratings to LKQ
Corporation: (i) corporate family rating, Ba3; (ii) senior secured
revolving credit, Ba3; (iii) senior secured term loan, Ba3; and
(iv) speculative liquidity rating, SGL-2.

Additionally, as reported Troubled Company Reporter on Oct. 1,
2007, Standard & Poor's Ratings Services assigned its 'BB-'
corporate credit rating to LKQ Corp.  The outlook is stable.  


MAJESTIC STAR: Poor Liquidity Cues S&P to Lower Rating to B-
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Las Vegas-based Majestic Star Casino LLC to 'B-' from
'B'.  This and other ratings on the company were removed from
CreditWatch, where they were placed Sept. 10, 2007 with negative
implications.  The rating outlook is negative.
     
At the same time, Standard & Poor's lowered its issue-level rating
on Majestic Star's $80 million senior secured revolving credit
facility to 'B+' from 'BB-'.  The recovery rating on this debt
remains at '1', indicating the expectation for very high (90% to
100%) recovery in the event of a payment default.  In addition,
the rating on Majestic Star's 9.75% senior unsecured notes and
parent holding company Majestic Holdco LLC's senior discount notes
was lowered to 'CCC' from 'CCC+'.
     
The rating on the company's 9.5% senior secured notes was affirmed
at 'B+' to reflect Standard & Poor's revisions to its recovery
rating scale and issue-level rating framework, which were
announced earlier this year.  The recovery rating on this
secured debt also remains at '1'.
      
"The rating downgrade follows increased deterioration in Majestic
Star's liquidity position and weakening credit measures, due to
continued negative operating trends," said Standard & Poor's
credit analyst Guido DeAscanis.  "The company's weak cash flow
generation is principally due to meaningful declines in operating
margins during the past four quarters, which resulted from
intensifying competition in all markets leading to a higher level
of promotional spending.   This downward momentum has resulted in
tight cushions relative to financial covenants.  Given the
company's portfolio of largely second-tier properties and our
expectation for competition to escalate throughout the markets in
which Majestic Star operates, we believe these trends will
continue."
     
The 'B-' rating reflects the company's substantial debt levels,
its limited market position within highly competitive markets,
second-tier properties, and moderate-size cash flow base.  
Majestic Star owns and operates the Majestic Star Casino and the
adjacent Majestic Star Casino II, both of which are based in Gary,
Indiana.  The company also owns two Fitzgeralds-branded casinos--
one in Tunica, Mississippi and the other in Black Hawk, Colorado.  
The Fitzgeralds Las Vegas is an affiliated company rather than a
direct subsidiary within the Majestic Star family of companies.
     
Majestic Star's credit measures as of June 30, 2007 remain weak.  
Debt leverage (as measured by debt to EBITDA, adjusted for
operating leases and including the senior discount notes issued at
Majestic Star Holdco LLC) was 8.7x.  In addition, adjusted EBITDA
coverage of interest has continued to decline to just 1.1x (S&P's
calculation is different than that used to determine bank covenant
compliance).


MANOR CARE: Moody's Places Corporate Family Rating at B2
--------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
HCR Healthcare LLC, which is expected to be a newly formed entity
that will house the operations of Manor Care Inc.  The real estate
assets of Manor Care, Inc. will be transferred to a separate
entity.  Both HCR Healthcare LLC and PropCo will be wholly owned
subsidiaries of Manor Care Inc.

Moody's also assigned a Ba3 rating to HCR Healthcare's proposed
senior secured credit facilities, consisting of a $200 million
revolver and a $700 million term loan.  The outlook for the
ratings is stable.

The proceeds of the $700 million term loan, along with a
$4.6 billion CMBS financing that will be raised at PropCo and
about $1.3 billion of contributed equity are expected to be used
to complete the acquisition of Manor Care Inc. by The Carlyle
Group for about $6.3 billion, including about $950 million of
existing debt.  Moody's expects to conclude the review and
withdraw the current ratings of Manor Care Inc. at the close of
the transaction.  Moody's understands that the transaction is
expected to close on or about Nov. 7, 2007.

The B2 Corporate Family Rating reflects the considerable amount of
adjusted leverage that will result from the transaction.  The
organizational structure formed by the proposed transaction
results in HCR Healthcare continuing as the operator of the long-
term care facilities while PropCo will hold title to the majority
of the existing real estate.  As a tenant of the facilities, HCR
Healthcare will be required to pay a significant amount of rent to
PropCo.

Therefore, while HCR Healthcare has a conservative amount of
funded debt at the operating company level, adjusted leverage,
which has been calculated on a consolidated basis giving
consideration to the $4.6 billion of CMBS financing at PropCo,
will be significant.  The ratings also reflect the significant
decline in adjusted interest coverage and cash flow coverage of
debt metrics when compared to the investment grade level metrics
of the predecessor company, Manor Care Inc. (currently rated
Baa3).  Moody's expects free cash flow metrics to improve in
future periods as growth capital spending moderates from current
levels.

Further, while the company is geographically diverse, operating
long term care facilities in 30 states, there is a concentration
of facilities in certain states.  Over 30% of the company's
facilities are located in Pennsylvania and Ohio and over 60% of
facilities are concentrated in Pennsylvania, Ohio, Florida,
Illinois and Michigan.

Supporting the rating is the company's position as the largest
provider of long-term care services.  The company has also been an
industry leader in the adoption of strategies to improve payor mix
by focusing on the provision of services to high acuity, shorter
stay patients.  Services provided to these patients tend to have
the most favorable reimbursement rates and this has been reflected
in the company's financial performance.  

Quality mix (the percentage of non-Medicaid revenue) has long been
a positive factor in the differentiation of the company from its
peers.  That mix continues to be enhanced by the company's
initiatives to focus on intensive rehabilitation services that
might have previously been performed in other settings.  Moody's
believes this will continue to be a distinguishing factor for the
company in support of the rating and aid in the growth of the
company.

Moody's believes HCR Healthcare will have good liquidity over the
four quarters following the transaction.  At the close of the
proposed transaction, the company is expected to have $140 million
available under the $200 million revolver (after $60 million in
letters of credit) and about $20 million in unrestricted cash.  
However, Moody's notes that cash flow could be pressured if a
significant reduction in growth and acquisition capital
expenditures from historic levels is not achieved or if working
capital investment continues at historic levels.

The stable ratings outlook reflects our expectation of a
continuation of the company's successful strategy of focusing on
higher acuity, shorter stay patients following the transaction.  
Moody's also anticipates further growth in other services provided
by the company, including the hospice and homecare service line.  
Also considered is the expectation that the company will continue
to adequately invest in its facilities to further its strategy.

Ratings are subject to review of final documentation.

These ratings were assigned:

HCR Healthcare LLC:

   -- $200 million senior secured revolving credit facility due
      2013, Ba3 (LGD2, 18%)

   -- $700 million senior secured term loan due 2014, Ba3
      (LGD2, 18%)

   -- Corporate Family Rating, B2

   -- Probability of Default Rating, B3

This rating remains under review for possible downgrade and is
expected to be withdrawn at the close of the transaction:

Manor Care Inc.:

   -- Baa3 senior unsecured notes

Headquartered in Toledo, Ohio, Manor Care is the largest (by
revenue and number of facilities managed) long-term care provider
in the sector.  The company also operates assisted living
facilities and provides rehabilitation, hospice and home
healthcare services.  Moody's estimates that Manor Care recognized
revenue of about $3.8 billion for the twelve months ended June 30,
2007.


MARICOPA COUNTY: Moody's Holds Ba1 Rating on $10.9 Mil. Bonds
-------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 rating on
$10.9 million Maricopa County (Arizona) Industrial Development
Authority Multifamily Housing Revenue Bonds (Sun King Apartments
Project) Series 2000 A & B.  About $3.9 million in Multifamily
Housing Revenue Bonds (Sun King Apartments Project) Subordinate
Series 2000C remains unrated by Moody's.

                      Legal Security

The bonds are secured by revenues derived from operations of the
Sun King and Casa Castillo projects, 375 affordable units in
total, located in Scottsdale and Phoenix, Arizona.  The bonds are
further secured by other funds pledged under the indenture.

                        Strengths

According to our review of 2007 audited financial statements for
both apartment projects, debt service coverage has improved
somewhat from 1.30 to about 1.41 times.  This is up materially
from the 2005 DSC ratio of 1.20.  The improvement in financial
performance stems mainly from a decrease in vacancy and
concessions, boosting revenue during 2007.

There have been no taps to debt service reserves.  The Replacement
& Reserve account has a balance of $246,737, or $658 per unit,
which is up $200 per unit from the 2006 year end balance.

The Loan to Value for this project is only 58% and value is about
five times NOI.

                          Challenges

Although vacancy has decreased considerably over the past year,
more time is needed in order to identify this as a trend for the
project.  While management seems to have the ability to keep
expenses relatively stable, vacancy has been perceptibly volatile
over the past five years.

According to MoodysEconomy.com, the Phoenix single family market
is significantly overpriced and oversupplied.  While this could
lead to increased demand for affordable housing in the short term,
it could also lead to longer term volatility in the Phoenix market
generally with possible adverse effects for multifamily units.

Both Sun King and Casa Castillo are relatively older properties,
built in 1973 and 1968, respectively.

                          Outlook

The outlook on the bonds has been moved to stable from negative.  
The financial position of the project has improved, and Moody's
believes that the project can maintain Ba1-level coverage ratios
in the near term despite some projected volatility for the
Phoenix/Scottsdale housing markets. However, Moody's would like to
see further evidence of financial improvement for this property,
sustained high occupancy rates, and stability in expenses before
considering a positive outlook or upgrade from the current rating
level.

What could change the rating - Up?

Several periods of substantial debt service coverage growth,
especially as a result of stable occupancy and low concession
levels, coupled with evidence of stabilization in the housing
submarket.

What could change the rating - Down?

Increase in expenses or volatility in revenue that leads to a
deterioration of the debt service coverage level.


MASSEY ENERGY: Earns $21.4 Mil. in Third Quarter Ended Sept. 30
---------------------------------------------------------------
Massey Energy Company reported third quarter 2007 net income of
$21.4 million.  These results compare to the third quarter 2006
net income of $24.2 million which included a $30 million pre-tax
gain on the sale of reserves.  

The third quarter earnings were generated on produced coal revenue
of $521.9 million which increased 13% compared to the same period
last year as a result of higher total sales volume overall, and
significantly higher sales of metallurgical and industrial coal.

EBITDA in the third quarter of 2007 was $96.2 million compared to
$104.2 million in the third quarter of 2006.
    
Massey's third quarter operating cash margin of $7.49 per ton
represented an increase of 10% compared to the operating cash
margin of $6.79 per ton reported in the third quarter of 2006.  
The increase was driven largely by improved product mix.  Sales of
metallurgical and industrial coal were particularly strong with a
23% and 20% increase in tons sold respectively compared to the
third quarter of 2006.

"We are pleased with the solid results we were able to achieve in
the quarter and in the first nine months of the year," said Don
Blankenship, Massey's chairman and chief executive officer.  "Our
cash costs remain among the lowest of all Central Appalachia coal
producers and we continue to leverage the quality and diversity of
our reserves to take advantage of new and increasing opportunities
in the metallurgical coal market.  We are on pace to have a record
year in terms of revenue, EBITDA and earnings per
share."

The company's third quarter 2007 income tax expense includes a tax
benefit of $4.6 million for the release of a valuation allowance
previously recorded against a deferred tax asset.  The valuation
allowance was released after the completion of an IRS audit in
which it was determined that a net operating loss could be
realized by carrying back to a prior year.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$2.84 billion in total assets, $2.08 billion in total liabilities,
and $762.8 million in total shareholders' equity.
    
                 Liquidity and Capital Resources
    
Massey ended the month of September 2007 with available liquidity
of $450.7 million, an increase of $15.1 million over June 30,
2007, available liquidity.  Available liquidity at Sept. 30, 2007,
included $114.0 million available on its asset-based revolving
credit facility and $336.7 million in cash.  Total debt at Sept.
30, 2007 was $1.104 billion.  

During the third quarter, Massey repurchased 1,575,800 shares of
its stock in the open market at an average price of $19.01 per
share.  In total, $30 million was returned to shareholders through
stock repurchase in the quarter.  Since the share repurchase plan
was approved by the Board of Directors in November of 2005, Massey
has repurchased 2.9 million shares representing approximately 3.5%
of its outstanding shares.

After deducting available cash of $336.7 million and restricted
cash of $105.1 million, which supports letters of credit, net debt
totaled $662.6 million.  

Capital expenditures totaled $60.1 million in the third quarter of
2007 compared to $76.9 million in the third quarter of 2006 and
$196.8 million in the first nine months of 2007 compared to
$238.5 million in the first nine months of 2006.

                        Litigation Update
    
Subsequent to the third quarter, Massey resolved a legal dispute
with Virginia Electric and Power Company.  Terms and conditions of
the resolution were not disclosed.  The financial impact was
included in the third quarter 2007 financial results.

Massey is continuing the process in the appeal of the jury
decision and awarded damages in the Wheeling-Pittsburgh Steel
lawsuit.  In order to preserve its appeal position, Massey posted
an appeal bond with the court in the amount of $50 million on
Oct. 25, 2007.  The timing for an appeal hearing of the case by
the West Virginia Supreme Court of Appeals or possible final
resolution is uncertain.

                       About Massey Energy

Headquartered in Richmond, Virginia, Massey Energy Company (NYSE:
MEE) -- http://www.masseyenergyco.com/-- is a coal producer with  
operations in West Virginia, Kentucky and Virginia.

                          *     *     *

As reported in the Troubled Company Reporter on June 25, 2007,
Standard & Poor's Ratings Services revised its outlook on Massey
Energy Co. to stable from developing and affirmed its 'B+'
corporate credit and other ratings on the company.


MEDFORD CROSSINGS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Lead Debtor: Medford Crossings North L.L.C.,
             201-A Berlin Road
             Cherry Hill, NJ 08034

Bankruptcy Case No.: 07-25115

Debtor-affiliates filing separate Chapter 11 petitions on Oct. 25,
2007:

        Entity                                      Case No.
        ------                                      --------
        Medford Crossings North Urban Renewal, LLC  07-25587
        Medford Crossings South Urban Renewal, LLC  07-25591
        L.L.C.

Debtor-affiliates filing separate Chapter 11 petitions on October
17, 2007:

        Entity                                     Case No.
        ------                                     --------
        Medford Crossings South, L.L.C.            07-25121
        Purple Tree One, L.L.C.                    07-25124
        Purple Tree Two, L.L.C.                    07-25125
        Purple Tree Three, L.L.C.                  07-25126
        Purple Tree Four, L.L.C.                   07-25127
        Purple Tree Five, L.L.C.                   07-25129
        Purple Tree Ten, L.L.C.                    07-25131
        Purple Tree Investments, L.L.C.            07-25133
        F.C. Medford Residential, L.L.C.           07-25135

Chapter 11 Petition Date: October 17, 2007

Court: District of New Jersey (Camden)

Debtors' Counsel: Edmond M. George, Esq.
                  Obermayer, Rebmann, Maxwell & Hippel, L.L.P.
                  1617 J.F.K. Boulevard, Suite 1900
                  Philadelphia, PA 19103
                  Tel: (215) 665-3140
                  Fax: (215) 665-3165

Financial condition of debtor-affiliates filing separate Chapter
11 petitions on October 25, 2007:

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Medford Crossings North     $100,000 to            $1 Million to
Urban Renewal, L.L.C.       $1 Million             $100 Million

Medford Crossings South     $100,000 to            $1 Million to
Urban Renewal, L.L.C.       $1 Million             $100 Million

Financial condition of Debtors filing separate Chapter 11
petitions on October 17, 2007:

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Medford Crossings North,    $100,000 to            $1 Million to
L.L.C.                      $1 Million             $100 Million

Medford Crossings South,    $100,000 to            $1 Million to
L.L.C.                      $1 Million             $100 Million

Purple Tree One, L.L.C.     $100,000 to            $1 Million to
                            $1 Million             $100 Million

Purple Tree Two, L.L.C.     $100,000 to            $1 Million to
                            $1 Million             $100 Million

Purple Tree Three, L.L.C.   $100,000 to            $1 Million to
                            $1 Million             $100 Million

Purple Tree Four, L.L.C.    $100,000 to            $1 Million to
                            $1 Million             $100 Million

Purple Tree Five, L.L.C.    $100,000 to            $1 Million to
                            $1 Million             $100 Million

Purple Tree Ten, L.L.C.     $100,000 to            $1 Million to
                            $1 Million             $100 Million

Purple Tree Investments,    $100,000 to            $1 Million to
L.L.C.                      $1 Million             $100 Million

F.C. Medford Residential,   $100,000 to            $1 Million to
L.L.C.                      $1 Million             $100 Million

The Debtors did not file lists of their 20 largest unsecured
creditors.


MESA 2002-3: Moody's Junks Rating on Class B-2 Certificates
-----------------------------------------------------------
Moody's Investors Service downgraded a certificate from a deal
issued by MESA 2002-3 Global Issuance Company.  The action is
based on the analysis of the credit enhancement provided by
subordination, overcollateralization, and excess spread, relative
to the expected loss.

Complete rating actions are:

Downgrade:

Issuer: MESA 2002-3 Global Issuance Company

   -- Class B-2, Downgraded to Caa1 from Ba2


MLCC MORTGAGE: Moody's Lowers Class B Certificate's Rating to B2
----------------------------------------------------------------
Moody's Investors Service downgraded one certificate from MLCC
Mortgage Investors Inc., Series 1999-A.  The transaction is backed
by first-lien adjustable-rate jumbo mortgage loans.

The subordinate class from the transaction has been downgraded
because existing credit enhancement levels may be low given the
current projected losses on the underlying pool.

Moody's complete rating actions are:

Issuer: MLCC Mortgage Investors, Inc.

Downgrade:

   -- Series 1999-A; Class B, downgraded to B2 from Ba2.


MOVIE GALLERY: Can Employ Kirkland & Ellis as Lead Counsel
----------------------------------------------------------
Movie Gallery, Inc., and its debtor affiliates obtained permission
from the U.S. Bankruptcy Court for the Eastern District of
Virginia to employ Kirkland & Ellis, LLP, as their lead counsel.

Kirkland & Ellis is expected to:
  
   (a) advise the Debtors-In-Possession with respect to their
       powers and duties in the continued management and  
       operation of their business and properties;

   (b) advise and consult on the conduct, including all legal
       and administrative requirements of operating of the
       Chapter 11 cases;

   (c) attend meetings and negotiate with creditors'
       representatives and other parties-in-interest;

   (d) take all necessary action to protect and preserve the
       Debtors' estates, including (i) prosecute actions on
       the Debtors' behalf, (ii) defend any action commenced the
       Debtors, (iii) represent the Debtors' interests in
       negotiations concerning all litigation, including
       objections to claims filed against the Debtors' estates;

   (e) prepare all pleadings, including motions, applications,
       answers, orders, reports, and papers necessary or
       otherwise beneficial to the administration of the
       Debtors' estates;

   (f) represent the Debtors in connection with obtaining
       postpetition financing;

   (g) advise the Debtors on any potential sale of assets;

   (h) appear before the Court and any appellate courts to
       represent the Debtors' interests;

   (i) consult with the Debtors regarding tax matters;

   (j) take necessary action on the Debtors' behalf, to
       negotiate, prepare and obtain a Chapter 11 Plan and all
       its related documents;

   (k) perform all other necessary or otherwise beneficial legal
       services including:
    
          * analyzing the Debtors' leases and contracts, and
            corresponding assumptions, rejections or
            assignments;

          * analyzing the validity of liens against the Debtors;
            and
  
          * advising the Debtors on corporate and litigation
            matters.

Anup P. Sathy, Esq., a partner at Kirkland & Ellis, said that
the firm's professionals will be paid based on its standard
hourly rates:

      Designation                Hourly Rate
      -----------                -----------
      Partners                 US$500 - US$975
      Of Counsel               US$380 - US$870
      Associates               US$275 - US$595
      Paraprofessionals        US$120 - US$260

Kirkland professionals expected to assume primary responsibility
and provide primary services to the Debtors are:
   
   (1) Richard M. Cieri
   (2) Anup Sathy, P.C.
   (3) Marc J. Carmel

Mr. Sathy disclosed that the firm received payments from the
Debtors before the Petition Date:

   -- retainer fee of US$100,000 in November 2006;
   -- retainer fee of US$1,000,000 in June 2007.

Pursuant to the parties' engagement letter, the Debtors have
agreed to pay the firm $100,000 as advanced payment retainer.

The Debtors have been required under the engagement to waive any
conflict of interest in any matter not substantially related to
Kirkland's work for Movie Gallery in which the firm represents
another client.  The engagement also provided that with respect
to Musicland, conflicts counsel for Musicland will represent the
company with respect to Movie Gallery's claims against it.

Mr. Sathy assured the Court that his firm is a "disinterested
person" as that term is defined is Section 101(14) of the
Bankruptcy Code, and does not hold any adverse interest to the
Debtors' estate.

                     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.  The
U.S. Trustee for Region 4 appointed an Official Committee of
Unsecured Creditors in the Debtors' bankruptcy proceedings on
Oct. 18, 2007.

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. 5;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/  
or 215/945-7000)


MOVIE GALLERY: Inks Lock Up Pact w/ Sopris & Consenting Lenders
---------------------------------------------------------------
Movie Gallery, Inc. and its debtor-affiliates have entered into an
agreement with its consenting lenders to secure the lenders' votes
on the Debtors' Plan of Reorganization.

The Debtors entered into a Lock Up, Voting and Consent Agreement
on Oct. 14, 2007, with:

    (i) Sopris Capital Advisors LLC, holder of a majority of
        Movie Gallery, Inc.'s $325,000,000 11% senior notes and
        approximately $72,000,000 of the Company's $175,000,000
        second lien indebtedness; and

   (ii) a majority of the holders of the Company's Second Lien
        Debt.

The Lock Up Agreement obligates the Consenting Holders to, among
other things, vote to support a plan of reorganization consistent
with the terms set forth in the Lock Up Agreement and the
Debtors' proposed restructuring term sheet, William C. Kosturos,
managing director at Alvarez & Marsal North America LLC, and
chief restructuring officer of Movie Gallery, Inc., disclosed in
an affidavit.

Through the Lock Up Agreement, holders of a majority of the 11%
Senior Notes and lenders holding a majority of the debt under the
Existing Second Lien Credit Agreement have committed to vote in
favor of the Plan, consistent with the terms of the Plan Term
Sheet.

The Debtors are in negotiations with the Existing First Lien
Lenders regarding the terms of an amended and restated first lien
credit agreement, and the Debtors hope to reach an agreement
with the Existing First Lien Lenders in the short term.

The Plan Term Sheet provides, among things, that:

   (a) the Debtors will enter into an amended and restated first
       lien credit agreement;

   (b) the Existing Second Lien Credit Agreement will be amended
       to reset interest rates and modify PIK interest options
       and conditions according to the terms and conditions set
       forth on the Plan Term Sheet;

   (c) Sopris will convert $72,000,000 plus accrued interest in
       claims under the Existing Second Lien Credit Agreement
       into equity in the reorganized Company;

   (d) the Debtors' $325,000,000 11% Senior Notes will be
       converted into equity in the reorganized Company; and

   (e) Sopris will backstop a $50,000,000 rights offering to be
       made available pro rata to the holders of the 11% Senior
       Notes, the terms of which backstop commitment are set
       forth in a Rights Offering Term Sheet, attached to the
       Lock Up Agreement.

Overall, the proposed Plan would (i) reduce the Debtors' total
indebtedness by roughly $400,000,000, (ii) be expected to improve
cash flows by significantly reducing on-going interest expense,
and (iii) provide additional capital to facilitate the
implementation of the Debtors' business plan, Mr. Kosturos
explained.

As a condition to the Lock Up Agreement, the Debtors have
committed to file a plan and a disclosure statement within 30
days after the Petition Date.

A full-text copy of the Lock Up Agreement is available for free
at http://researcharchives.com/t/s?248a

                     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 Kurtzman Carson Consultants LLC.  The
U.S. Trustee for Region 4 appointed an Official Committee of
Unsecured Creditors in the Debtors' bankruptcy proceedings on
October 18.

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: Section 341(a) Creditors Meeting on December 13
--------------------------------------------------------------
The U.S. Trustee for Region 4, W. Clarkson McDow, Jr., will
convene a meeting of creditors in the Chapter 11 cases of
Movie Gallery, Inc., Hollywood Entertainment Corporation, M.G.
Digital, LLC, M.G.A. Realty I, LLC, MG Automation LLC, and Movie
Gallery US, LLC, on Dec. 13, 2007, at 2:00 p.m.  The meeting
will be held at 600 East Main Street, Suite 120, in Richmond,
Virginia.

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

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

                     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.  The
U.S. Trustee for Region 4 appointed an Official Committee of
Unsecured Creditors in the Debtors' bankruptcy proceedings on
Oct. 18, 2007.

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. 5;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/  
or 215/945-7000)


NAVISTAR INT'L: In Talks to Acquire GM's Medium Truck Business
--------------------------------------------------------------
Navistar International Corp. is in discussions with General Motors
Corp. about a plan for Navistar to acquire GM's medium-duty truck
business, including the rights to manufacture GMC and Chevrolet
brand trucks.

Under this proposal, Navistar would sell a competitive line of
Chevrolet and GMC medium trucks and service parts through GM's
proprietary dealer network in the United States and Canada.  This
agreement would leverage Navistar's strengths in commercial trucks
and engines, and advance its strategy to build scale and reduce
costs.

"An agreement with GM could become an important part of our growth
strategy as we leverage our core strengths in commercial trucks
and engines," Daniel C. Ustian, Navistar chairman, president and
chief executive officer, said.  "General Motors would entrust
Navistar to support two of its most important brands because of
the depth of our experience and success in the medium truck
business."

Headquartered in Warrenville, Illinois, Navistar International
Corporation (Other OTC: NAVZ) -- http://www.Navistar.com/-- is a  
holding company whose wholly owned subsidiaries produce
International(R) brand commercial trucks, MaxxForce brand diesel
engines, IC brand school and commercial buses, and Workhorse brand
chassis for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another wholly owned subsidiary offers
financing services.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 11, 2007,
Standard & Poor's Ratings Services said that its 'BB-' corporate
credit ratings on North American truck and diesel engine producer
Navistar International Corp. and subsidiary Navistar Financial
Corp. remain on CreditWatch with negative implications, where they
were placed on Jan. 17, 2006.


NAVISTAR INT'L: Releases Restated 2003-2005 Financial Data
----------------------------------------------------------
Navistar International Corp. released summary preliminary and
unaudited results for fiscal years ended Oct. 31, 2003, 2004 and
2005, marking progress toward becoming a current filer with the
Securities and Exchange Commission.  Navistar's senior management
also provided the company's third quarter 2007 operating metrics
and reaffirmed its commitment to 2009 growth and pro forma segment
margin targets.

"We've reached the point in our restatement process where we can
review many of our key financial indicators with investors and
analysts," Daniel C. Ustian, Navistar chairman, president and
chief executive officer, said.  "This is a significant milestone
toward becoming current in our SEC filings and toward the
relisting of our stock on a major exchange.  We are committed to
thorough and accurate financial reporting for our shareholders and
investment community and to guide our business decisions."

Mr. Ustian emphasized the company's commitment to its 2009
financial targets: $15 billion in revenue and $1.5 billion pro
forma segment margins.  "Our unwavering focus is on producing
great products, improving the competitiveness of our cost
structure and generating profitable growth for our shareholders,"
he said.  "Nothing in the restatement effects will hinder us from
maintaining that focus and delivering on our targets."

The company's pre-tax restatement adjustments total negative
$1.12 billion during the restatement period of 2003 and prior,
2004 and the first three quarters of 2005.  In addition, the
company recorded $874 million in income tax adjustments, including
a full valuation allowance for deferred tax assets.

Included in the $1.12 billion are warranty reserve increases of
$321 million, representing the largest change to operational
results.  During an investor and analyst meeting, Mr. Ustian
detailed recent warranty performance improvements and committed to
report the company's warranty expense progress on a quarterly
basis.

       Navistar Strengthens Financial Control Environment

Management has assessed the effectiveness of Navistar's internal
controls over financial reporting and identified a number of
material weaknesses.  This assessment determined a need to
establish stronger awareness regarding consistent application of
highly ethical standards across all areas of the company, the
importance of internal controls over financial reporting and
strict adherence to generally accepted accounting principles.  To
address these issues, the company has developed a broad and
aggressive plan to reinforce within its culture the importance of
ethics, integrity and working in a manner consistent with the
company's seven core values, including accountability and
communication.

"Our leadership team is committed to strengthening our control
environment and reemphasizing the importance of operating within
our values and guiding behaviors, which are grounded in simply
doing the right thing," Mr. Ustian said.  "We are actively engaged
in implementing comprehensive remediation efforts to address these
control deficiencies."

"We are continuing to strengthen our company's financial reporting
and internal control environment," Bill Caton, executive vice
president and chief financial officer, said.  "Navistar's
reputation is one of its greatest assets and is the basis upon
which we build the trust of our shareholders, our customers, our
business partners and our employees.  We have taken significant
measures to rebuild an effective internal control environment, and
we expect to continue to aggressively invest in this area in the
coming years."

Among actions taken to strengthen its financial processes, the
company has:

   * hired more than 50 additional accounting employees;

   * strengthened its finance and accounting leadership;

   * realigned its finance and accounting reporting structure;
     and

   * hired a new vice president of internal audit, a new chief
     accounting officer and a new chief information officer.

Additionally, Navistar has enhanced company-wide communication
regarding the importance of accurate financial reporting and a
robust control environment.

In addition to management's own assessment, a thorough
investigation has been conducted by an independent law firm.  
Initiated by an independent committee of Navistar's board of
directors, the investigation echoed the findings of management
regarding the internal control environment and determined that
most of the errors corrected in the restatement were due to lack
of proper accounting knowledge, which resulted in the
misapplication of GAAP.  The independent investigation also
identified instances of intentional misconduct that resulted in
some of the company's smaller, but in some cases material,
restatement adjustments.  Most of the individuals who were
involved in instances of misconduct are no longer employed by the
company.  In other instances, the independent committee of the
board has implemented appropriate remediation plans.

           Non-Traditional Business Drives Growth

Mr. Ustian also detailed the company's third quarter 2007
operating results in an extremely weak North American truck
market.  The company expects industry volumes of 316,000 medium
and heavy trucks and school buses sold in the U.S. and Canada for
its fiscal year ending Oct. 31, 2007, a 30% overall decline from
the record 454,500 units shipped in fiscal 2006.

Navistar's worldwide shipments of school buses, Class 6-7 medium
trucks and Class 8 heavy trucks and non-traditional vehicles for
the third quarter 2007 were 23,700 units, down 39.5% from the
39,200 units delivered in the corresponding quarter one year ago.

Importantly, Navistar's non-traditional new business is providing
a lift to the company's revenues.  Expansion market shipments in
the third quarter totaled 10,000 units, a gain of 22% over year
earlier shipments of 7,900 units.  Since May 2007, the company has
secured more than $1.6 billion in contracts with the U.S. Armed
Services for military vehicles and parts support.  Last week, the
U.S. Marine Corp awarded Navistar a contract for an additional
1,000 International(R) MaxxPro(TM) mine-resistant ambush-protected
vehicles, bringing Navistar's total MRAP orders to 2,971 since
first awarded a contract in May 2007.  In just two full months of
production, Navistar has delivered 188 MaxxPros to the military
(77 in August and 111 in September) and is on track to achieve its
production goal of 500 a month in February 2008.

            About Navistar International Corporation

Headquartered in Warrenville, Illinois, Navistar International
Corporation (Other OTC: NAVZ) -- http://www.Navistar.com/-- is a  
holding company whose wholly owned subsidiaries produce
International(R) brand commercial trucks, MaxxForce brand diesel
engines, IC brand school and commercial buses, and Workhorse brand
chassis for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another wholly owned subsidiary offers
financing services.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 11, 2007,
Standard & Poor's Ratings Services said that its 'BB-' corporate
credit ratings on North American truck and diesel engine producer
Navistar International Corp. and subsidiary Navistar Financial
Corp. remain on CreditWatch with negative implications, where they
were placed on Jan. 17, 2006.


NAVISTAR INTERNATIONAL: S&P Retains Negative Watch on Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB-' corporate
credit ratings on North American truck and diesel engine producer
Navistar International Corp. and subsidiary Navistar Financial
Corp. remain on CreditWatch with negative implications, where they
were placed on Jan. 17, 2006.  S&P placed the ratings on
CreditWatch because of delays in the company's filing of audited
financial statements.
     
The CreditWatch update follows a number of developments at
Navistar this week, notably:

    * A strike by the United Auto Workers at nine Navistar plants;

    * The company's announcement that it is in talks to acquire
      General Motors Corp.'s (GM; B/Stable/B-3) medium-duty truck
      business; and

    * The company's release of preliminary unaudited restated
      results for fiscal 2003-2005 and operating measures for its
      fiscal third quarter ended July 31, 2007.
     
While Navistar carries out its restatement process and attempts to
address its internal control material weaknesses, Standard &
Poor's will continue to monitor the company's liquidity and other
developments--including the commercial truck downturn, UAW strike,
and potential GM acquisition--and will evaluate their impact on
the ratings.
      
"We expect that the ratings will remain on CreditWatch until
Navistar is current with all SEC financial reporting
requirements," said Standard & Poor's credit analyst Gregg Lemos
Stein.  "We expect to affirm the ratings once this occurs and if
Navistar's prospects are not materially different from
expectations.  However, we could lower the ratings if new
accounting issues come to light that hurt Navistar's liquidity or
differ from our expectations, or if financial results deteriorate
materially as a result of an extended downturn in the commercial
truck market."


NEW YORK RACING: Wants Exclusive Plan-Filing Period Extended
------------------------------------------------------------
The New York Racing Association Inc. asks the Honorable James M.
Peck of the United States Bankruptcy Court for the Southern
District of New York for permission to further extend the
exclusive periods to:

   a. file a Chapter 11 plan until March. 14, 2008; and
   b. solicict acceptances of that plan until May 13, 2008.

As reported in the Troubled Company Reporter of Aug. 8, 2007,
Judge Peck shortened the Debtor's request for extension of its
exclusive periods to file a plan of reorganization, until Nov. 15,
2007, instead of Jan. 15, 2008.

The Debtor tells the Court that it has an urgent to resolve
certain settlement issues with the State of New York, which are
incorporated in the Debtor's disclosure statement explaining its
Chapter 11 plan dated Oct. 23, 2007, before it can proceed with
the formulation and confirmation of a plan.

The Debtor said in a court document filing that New York
State Governor Eliot Spitzer recommends to the New York State
Legislature on Sept. 4, 2007, that the Debtor should be awarded
the franchise for an additional 30 years.  In connection with
Governer Spitzer's recommendation, the Debtor and the State signed
a memorandum of understanding, which outlines the major terms of
the agreement under which the Debtor will retain the franchise.

The Debtor said that the current franchise to operate racing at
its racetrack is scheduled to expire on Dec. 31, 2007.

Judge Peck set Nov. 20, 2007, at 10:00 a.m., Courtroom 601 to
consider the Debtor's request.

                      About New York Racing

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in    
Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  The U.S. Trustee for Region 2 appointed an Official
Committee of Unsecured Creditors and Edward M. Fox, Esq., Eric T.
Moser, Esq., and Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart
Preston Gates Ellis LLP, represent the Committee.  When the Debtor
sought protection from its creditors, it listed more than
$100 million in total assets and total debts.


NY RACING: New York State to Provide $75 Million Under Plan
-----------------------------------------------------------
The New York Racing Association Inc. delivered to the United
States Bankruptcy Court for the Southern District of New York its
Chapter 11 Plan of Reorganization and Disclosure Statement
describing that Plan.

                       Overview of the Plan

The Plan incorporates a proposed compromise and settlement of
these issues disputed between the Debtor and the State of New York
including, among others:

   a. State's motion to dismiss the Debtor's bankruptcy case;

   b. adversary litigation; and

   c. proofs of claims filed by the State against the Debtor's
      estate.

Salient provisions of the settlement agreement:

   i. The State and the Debtor will enter into the franchise
      agreement that provides the Debtor with franchise from
      Jan. 1, 2008 to Dec. 31, 2037.

  ii. The adversary litigation will be dismissed with prejudice.

iii. The State's request to dismiss will be withdrawn.

  iv. The Debtor will transfer all of its right, title and
      interest in the racetracks to the State.

   v. The State will provide up to $75,000,000 to allow the
      Debtor to satisfy all valid claims.

                        Treatment of Claims

Under the Plan, Administrative, Priority Tax and Priority Non-Tax
Claims will be paid in cash in full.

On the effective date, each holder of Secured Claim will be
entitled to receive, either:

   a) cash payment in full;

   b) sale proceeds of the property securing its claim;

   c) surrender of the property securing its claim; or

   d) other distribution necessary to satisfy the requirments of
      the Bankruptcy Code.

Each holder of General Unsecured Claims will be entitled to
receive an amount equal to the holder's pro rata share of the cash
available for distribution.  Holders are expected to recover 100%
under the Plan.

Subject to certain exceptions, the Debtor tells the Court that the
Unsecured Creditors whose allowed claim is more than $10,000, has
the option to reduce the amount to at least $10,000 and entitled
to receive cash in equal to the amount of the allowed convenience
claim on the effective date.

Holders of Insured Litigation Claims will be entitled to proceed
with the liquidation of their claim, including any litigation
pending as of the Debtor's bankruptcy filing.

Pension Benefit Guaranty Corporation's claim will be withdrawn on
the effective date upon the payment of approximately $17,400,000
into the pension benefit plan, and in turn, the Debtor will assume
the benefit plan and obligation of contributing sponsor under
ERISA.

Holders of Convenience Claims will be entitled to receive cash in
an amount equal to the amount of its claim.  In the alternative,
each holders may elect to be treated as General Unsecured Claim
and receive its pro rata share of the cash available for
distribution.

Penalty Claims will receive its pro rata share of cash available
for distribution under the Plan.

Equity Interest and State Claim holders will not be entitled to
receive or retain any property under the Plan.

A full-text copy of the Disclosure Statement is available for a
fee at:

  http://www.researcharchives.com/bin/download?id=071026012415

A full-texy copy of the Chapter 11 Plan of Reorganization is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=071026012643

                     About New York Racing

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in    
Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  The U.S. Trustee for Region 2 appointed an Official
Committee of Unsecured Creditors and Edward M. Fox, Esq., Eric T.
Moser, Esq., and Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart
Preston Gates Ellis LLP, represent the Committee.  When the Debtor
sought protection from its creditors, it listed more than
$100 million in total assets and total debts.


OWNIT MORTGAGE: Fitch Junks Ratings on Two Certificate Classes
--------------------------------------------------------------
Fitch Ratings took these rating actions on Ownit Mortgage Loan
Trust series 2005-2.  Affirmations total $231.3 million and
downgrades total $84.1 million.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

OWNIT 2005-2

   -- $86.6 million class A affirmed at 'AAA' (BL: 86.45, LCR:
      5.37);

   -- $42.9 million class M-1 affirmed at 'AA+' (BL: 68.64,
      LCR: 4.26);

   -- $37.6 million class M-2 affirmed at 'AA+' (BL: 56.49,
      LCR: 3.51);

   -- $22.9 million class M-3 affirmed at 'AA' (BL: 50.28, LCR:
      3.12);

   -- $21.7 million class M-4 affirmed at 'AA' (BL: 43.76, LCR:
      2.72);

   -- $19.4 million class M-5 affirmed at 'AA-' (BL: 37.94,
      LCR: 2.36);

   -- $19.4 million class M-6 downgraded to 'BBB' from 'A+'
      (BL: 19.39, LCR: 1.2);

   -- $16.4 million class B-1 downgraded to 'BB+' from 'A' (BL:
      17.04, LCR: 1.06);

   -- $15.2 million class B-2 downgraded to 'BB-' from 'A-'
      (BL: 14.86, LCR: 0.92);

   -- $12.9 million class B-3 downgraded to 'B' from 'BBB+'
      (BL: 13.01, LCR: 0.81);

   -- $8.2 million class B-4 downgraded to 'CC/DR2' from 'BBB+'
      (BL: 11.91, LCR: 0.74);

   -- $11.7 million class B-5 downgraded to 'CC/DR3' from 'BBB'
      (BL: 10.78, LCR: 0.67)

Deal Summary

   -- Originators: 100% Ownit Mortgage
   -- 60+ day Delinquency: 23.65%;
   -- Realized Losses to date (% of Original Balance): 1.27%;
   -- Expected Remaining Losses (% of Current Balance): 16.09%
   -- Cumulative Expected Losses (% of Original Balance): 5.76%

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.

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

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


PANOLAM INDUSTRIES: Commences Exchange Offer for 10-3/4% Notes
--------------------------------------------------------------
Panolam Industries International Inc. has commenced an exchange
offer for all of its outstanding 10-3/4% Senior Subordinated Notes
due 2013, for the same aggregate principal amount of registered
10-3/4% Senior Subordinated Notes due 2013, pursuant to an
effective registration statement on Form S-4 filed with the
Securities and Exchange Commission.

The exchange offer will expire at 5:00 p.m., New York City Time,
on Nov. 23, 2007, unless extended.  Tenders of the old notes must
be made before the exchange offer expires and may be withdrawn at
any time before the exchange offer expires.

Documents describing the terms of the exchange offer, including
the prospectus and transmittal materials for making tenders, can
be obtained from the exchange agent:

     Wells Fargo Bank N.A.
     Corporate Trust Operations
     Sixth and Marquette, MAC N9303-121
     Minneapolis, MN 55479
     Tel (800) 344-5128

          About Panolam Industries International Inc.

Based in Shelton, Connecticut, Panolam Industries International
Inc. -- http://www.panolam.com/-- is a designer, manufacturer and  
distributor of decorative laminates used in a variety of
commercial and residential indoor surfacing applications in the
United States and Canada.  In addition to decorative laminates,
the company also manufactures and distributes industrial laminate
products and specialty resins for industrial uses.

                          *     *     *

Moody's Investor Service placed Panolam Industries International
Inc.'s senior subordinate rating at 'Caa1' in August 2005.  The
rating still holds to date with a negative outlook.


PERKINELMER INC: Earns $30.7 Million in Quarter Ended Sept. 30
--------------------------------------------------------------
PerkinElmer Inc. reported net income of $30.7 million for the
third quarter ended Sept. 30, 2007.

For the third quarter 2007, the company reported earnings per
share from continuing operations of $0.26.

Revenue for the third quarter 2007 was $435.7 million, an increase
of 13% versus the third quarter 2006.  Revenue growth was 13% in
Life and Analytical Sciences and 13% in Optoelectronics, compared
to the same period last year.

Operating profit was $45.8 million for the third quarter of 2007,
compared to $36.5 million for the same period a year ago.

The company generated cash flow from operations of
$23.4 million in the third quarter 2007.  Capital expenditures
were $10.5 million in the third quarter 2007, an increase of 10%
over the same period of 2006.  

In addition, the company repurchased 1.1 million shares of its
common stock for a cost of about $28.9 million in the third
quarter 2007.  This leaves about 2.9 million shares remaining of
the company's stock repurchase program.

At Sept. 30, 2007, the company had cash and cash equivalents of
$160.9 million and net debt (defined as long term debt plus short
term debt, less cash and cash equivalents) of
$86.1 million.

As of Sept. 30, 2007, the company reported total assets of
$2.6 billion, total liabilities of $1.1 billion, and total
stockholders' equity of $1.5 billion.

Full-text copies of the company's financials are available for
free at http://ResearchArchives.com/t/s?2494.

"We are very pleased with our revenue growth and margin expansion
for the quarter.  Our investments in new products, services and
geographic expansion continue to yield attractive results.  
Additionally, we announced our pending acquisition of ViaCell,
which we believe should further strengthen our genetic screening
business by expanding our capabilities in neonatal health," said
Gregory L. Summe, chairman and CEO of PerkinElmer Inc.  "We expect
our positive operational and financial momentum to continue
through the balance of 2007."

                      Financial Guidance

For the fourth quarter 2007, the company projects revenue to
increase in the mid teens with acquisitions and changes in foreign
exchange rates contributing about 7%.  The company expects to earn
GAAP earnings per share of between $0.36 and $0.38, and on a non-
GAAP basis, which is expected to include the adjustments noted in
the attached reconciliation, adjusted earnings per share in the
range of $0.43 and $0.45.

In addition, assuming a mid-November closing of the pending
ViaCell acquisition, the transaction is expected to contribute in
the fourth quarter an incremental 200 basis points to the
company's revenue growth and $0.01 dilution, resulting in non-GAAP
adjusted combined earnings per share of between $0.42 and $0.44.  
The non-GAAP adjusted combined earnings per share is expected to
include the adjustments noted in the attached reconciliation.

                   About PerkinElmer Inc

Headquartered in Waltham, Massachussetts, PerkinElmer Inc.
(NYSE:PKI) -- http://www.perkinelmer.com/-- is a provider of
scientific instruments, consumables and services to the
pharmaceutical, biomedical, environmental testing and general
industrial markets, commonly referred to as the health sciences
and photonics markets.  The company designs, manufactures, markets
and services products and systems within two business segments:
Life and Analytical Sciences and Optoelectronics.  The health
sciences markets include all of the businesses in the company's
Life and Analytical Sciences segment and the medical imaging
business, as well as elements of the medical sensors and lighting
businesses in the company's Optoelectronics segment.  The
photonics markets include the remaining businesses in the
company's Optoelectronics segment.

                    *     *     *

In November 2005, Moody's placed the company's subordinate debt
rating at Ba1 which still hold to date.  The outlook is stable.


PHARMED GROUP: Case Summary & 46 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Pharmed Group Holdings, Inc.
             3075 Northwest 107th Avenue
             Miami, FL 33172

Bankruptcy Case No.: 07-19187

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Pharmed Services Corp.                     07-19188
        Pharmed Group Corp.                        07-19189
        Pharmed International Corp.                07-19190
        P.A.L. Laboratories, Inc.                  07-19191

Type of Business: The Debtors send drugs and medical supplies on
                  Caribbean cruises.  They distribute medical,
                  rehabilitative, and surgical supplies throughout
                  the southeastern U.S., as well as Caribbean, and
                  Central and South American countries.  They
                  deliver products made by the likes of
                  Dynatronics, Welch Allyn, and Smith & Nephew.  
                  In addition to their distribution businesses,
                  they make and distribute vitamins, minerals,
                  nutraceuticals, and dietary supplements.  See
                  http://www.pharmed.com/

Chapter 11 Petition Date: October 26, 2007

Court: Southern District of Florida

Judge: Robert A. Mark

Debtors' Counsel: Paul Steven Singerman, Esq.
                  Berger Singerman, P.A.
                  200 South Biscayne Boulevard, Suite 1000
                  Miami, FL 33131
                  Tel: (305) 755-9500

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Pharmed Group Holdings,     $1 Million to          More than
Inc.                        $100 Million           $100 Million

Pharmed Services Corp.      Less than              Less than
                            $10,000                $10,000

Pharmed Group Corp.         $1 Million to          More than
                            $100 Million           $100 Million

Pharmed International       $1 Million to          $1 Million to
Corp.                       $100 Million           $100 Million

P.A.L. Laboratories, Inc.   $1 Million to          $1 Million to
                            $100 Million           $100 Million

A. Pharmed Group Holdings, Inc's Largest Unsecured Creditor:

   Entity                                            Claim Amount
   ------                                            ------------
Distribution R. & F.                                      $82,669
Avenue Laurel 3 R 4
Lomas Verde
Bayamon, PR 00956

B. Pharmed Services Corp. does not have any creditors who are not
   insiders.

C. Pharmed Group Corp's 20 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
United States Surgical Corp.                           $2,960,823
150 Glover Avenue
Norwalk, CT 06856

Arjo, Inc.                                             $1,432,426
50 North Gary Avenue
Rosells, IL 60172

Baxter D.M.G.                                          $1,339,747
21179 Network Place
Chicago, IL 60673-1211

Medline                                                $1,162,202
1 Medline Place
Mundelein, IL 60060-4486

Sammons Preston, Inc.                                    $878,826
1000 Remington Road, Suite 210
Bolingbrook, IL 60440

Energizer/Eveready Battery Co.                           $470,875
P.O. Box 537
Neenah, WI 54957-0537

Mallinckrodt Medical                                     $431,559
Respiratory Division
St. Louis, MO 63042

Steris Corp.                                             $369,808
5960 Heisley Road
Mentor, OH 44060

Huntleigh Healthcare                                     $338,293
40 Christopher Way
Eatontown, NJ 07724-3327

Kendall Healthcare Products                              $266,281
15 Hampshire Street
Mansfield, MA 02048

Becton-Dickinson Medical                                 $251,300
One Becton Drive
Franklin Lakes, NJ 07417

C.R. Bard/C-O Wachovia                                   $251,263
10301 David Taylor Drive
Charlotte, NC 28262

Liko North America                                       $228,640

E.M.P.I., Inc.                                           $209,995

Lionville Systems, Inc.                                  $205,711

Medgluv, Inc.                                            $201,886
Deroyal Industries, Inc.                                 $198,185

Vital Signs, Inc.                                        $190,219

Gambro, Inc.                                             $186,096

Allegiance/Cardinal Health                               $183,894
Division

D. Pharmed International Corp's Four Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
Desmond Wallace                                            $3,315
215 St. Vincent Avenue
Nassau

Crowley Logistics, Inc.                                      $303
9950 Northwest 17th Street
Miami, FL 33172

D.H.L. Airways, Inc.                                         $146
P.O. Box 78016
Phoenix, AZ 85062-8016

D.H.L. Worldwide Express                                      $27

E. P.A.L. Laboratories, Inc's 21 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
I.M.A. North America, Inc.                               $639,489
211 Sinclair Street
Bristol, PA 19007

Banner Pharmacaps                                        $282,094
6060 Paysphere Circle
Chicago, IL 60674

Tricorbraun                                              $172,234
12462 Collections Center
Chicago, IL 60674

International Labs, Inc.                                 $157,936

Wakunaga of America, Co.,                                $146,438
Ltd.

Cardinal Distribution                                    $125,320

A to Z Nutrition                                         $111,947
International

Generic Pharmaceutical S.E.                               $97,468

Shanghai Freeman Americas                                 $92,700

Qingdao Huayan Fine Bio.                                  $83,475

Wright Enrichment, Inc.                                   $71,450

Advanced Botanical Consul.                                $68,768

A.I.D.P., Inc.                                            $68,706

Contract Coating, Inc.                                    $66,166

Gourmet Mushrooms, Inc.                                   $63,253

Mediafarm Productions                                     $53,306

Florida Power and Light                                   $50,991
General Mail Facility

Premier Health Concepts                                   $45,150

Unigen                                                    $41,250

All American Containers I                                 $39,000


QUALITEST PHARMACEUTICALS: S&P Assigns 'B' Corp. Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Qualitest Pharmaceuticals.  The outlook is
stable.
     
The ratings on Huntsville, Alabama-based generic drug maker
Qualitest reflect the company's limited size and scale, narrow
product portfolio, and high initial debt leverage.
      
"The company's niche position in the highly profitable generic
pain medications segment partially offsets these negative
factors," explained Standard & Poor's credit analyst Arthur Wong.
     
At the same time, Standard & Poor's assigned its loan and recovery
ratings to Generics International Inc.'s first-lien secured
financing, consisting of a $75 million revolver maturing in 2013,
a $27 million delayed draw term loan maturing in 2014, and a $265
million term loan maturing in 2014.  The first-lien debt is rated
'B+' with a recovery rating of '2', indicating expectation of
substantial (70%-90%) recovery in the event of a payment default.  
S&P also assigned loan and recovery ratings to Generic
International's $140 million second-lien term loan maturing in
2014. The senior secured debt
is rated 'CCC+' with a recovery rating of '6', indicating
expectation of negligible (0%-10%) recovery in the event of a
payment default.  Generics International is the holding company of
Qualitest.
     
Proceeds from the facilities will be used to finance the buyout of
Qualitest Pharmaceuticals by funds advised by equity sponsor Apax
Partners; to fund capital expenditures, permitted acquisitions,
and exceptionals associated with restructuring; and to fund
working capital and other general corporate purposes.  The sponsor
is also contributing over $508 million in equity, mainly in the
form of preferred stock.  


REDDY ICE: Earns $16.6 Million in Third Quarter Ended Sept. 30
--------------------------------------------------------------
Reddy Ice Holdings Inc. reported financial results for the third
quarter and nine months ended Sept. 30, 2007.  

Net income was $16.6 million in the third quarter of 2007 versus
$15.1 million in 2006.  Revenues for the third quarter of 2007
were $125.7 million, compared to $123.3 million in the same
quarter of 2006.

The company's income from continuing operations was $15.6 million
in the third quarter of 2007, compared to $17.0 million in the
same quarter of 2006.  Adjusted EBITDA, defined as earnings before
interest, taxes, depreciation and amortization, and the effects of
certain other items, was $44.0 million in the third quarter of
2007, compared to $42.5 million in the third quarter of 2006.  
Adjusted EBITDA from continuing operations was $43.5 million in
the third quarter of 2007 versus $41.9 million in 2006.  Available
Cash was $28.3 million for the third quarter of 2007, compared to
$34.5 million in the third quarter of 2006.

"Weather conditions returned to more typical patterns in the
second half of the third quarter.  As a result of these
improvements and the effects of acquisitions, we were able to post
a modest increase in results as compared to the third quarter of
2006.  Although weather conditions and results in September were
better than 2006, they did not fully meet our expectations, which
necessitates a further reduction in our full year 2007 guidance,"
commented chief executive officer Jimmy C. Weaver.  "We continue
to believe that the fundamentals of the business remain solid and
that we are well positioned to take advantage of improving weather
trends and our ongoing internal operating initiatives."

                        Nine Month Results
    
Revenues in the first nine months of 2007 were $274.8 million,
compared to $275.7 million in 2006.  The company's income from
continuing operations was $16.1 million in the first nine months
of 2007, compared to $20.8 million in 2006.  Net income in the
first nine months of 2007 was $17.0 million, compared to
$19.5 million in 2006.  Adjusted EBITDA was $76.8 million in the
first nine months of 2007, compared to $80.3 million in the first
nine months of 2006.  Adjusted EBITDA from continuing operations
was $75.8 million in the first nine months of 2007 versus $78.1
million in 2006.  Available Cash for the first nine months of 2007
was $42.6 million, compared to $53.5 million in the first nine
months of 2006.

                           Acquisitions
    
In connection with its ongoing acquisition strategy, the company
completed four acquisitions during the third quarter of 2007,
bringing the year-to-date total to seventeen.  These seventeen
acquisitions had an aggregate acquisition cost of approximately
$21.8 million.  Annual revenues and adjusted EBITDA associated
with these acquisitions are approximately $14.7 million and $4
million, respectively.

                  Sale of Bottled Water Business
    
The company sold its bottled water business and substantially all
of its cold storage business during the third quarter of 2007 for
total gross cash proceeds of $20.3 million and a total gain of
$1.4 million.  The historical results of these businesses are now
presented as "Discontinued Operations".

                         About Reddy Ice

Headquartered in Dallas, Texas, Reddy Ice Holdings Inc. (NYSE:
FRZ) -- http://www.reddyice.com/-- is a manufacturer and  
distributor of packaged ice in the United States.  With over 2,000
year-round employees, the company sells its products primarily
under the widely known Reddy Ice(R) brand to approximately 82,000
locations in 31 states and the District of Columbia.

                          *     *     *

As reported in the Troubled Company Reporter on July 5, 2007,
Moody's Investors Service placed these ratings under review for
possible downgrade: (i) corporate family rating, rated B1;
(ii) PDR, rated B1; and (iii) $151MM, 10.5% Sr. Disc. Notes due
2012, rated B3 (LGD5, 89%).


REYNOLDS AMERICAN: Earns $358 Mil. in 3rd Quarter Ended Sept. 30
----------------------------------------------------------------
Reynolds American Inc. reported results for its third quarter and
nine months ended Sept. 30, 2007.

The company reported net income of $358 million on net sales of
$2.297 billion for the third quarter ended Sept. 30, 2007,
compared with net income of $309 million on net sales of
$2.190 billion for the same period last year.

For the nine-month period, net income was $1.011 billion on net
sales of $6.793 billion, compared with net income of
$1.030 billion on net sales of $6.441 billion in the same period
last year.  Driving this decrease was a prior-year tax
favorability of $74 million.  On an adjusted basis, net income was
$1.010 billion in the nine months ended Sept. 30, 2007, compared
with adjusted net income of $959 million in the same period last
year, with pricing and productivity gains at R.J. Reynolds and the
inclusion of Conwood's strong results.

"Reynolds American's third-quarter and nine-month 2007 earnings
demonstrate our commitment to deliver responsible growth through
innovation," said Susan M. Ivey, RAI's chairman and chief
executive officer.  "With operating companies that compete in
virtually every tobacco category, Reynolds American is well
positioned to drive and benefit from evolving consumer trends."

During the quarter, R.J. Reynolds continued to strengthen its
operating profits and deliver gains in total growth-brand market
share.  Conwood again delivered significant volume, profit and
margin improvement on the strength of its Grizzly brand.

"We're seeing solid performance from all of our operating
companies, and we're building momentum for strong earnings
growth," Ivey said.  "While regulatory and competitive challenges
remain, recent pricing improvement will help us achieve double-
digit earnings growth for the year."

At Sept. 30, 2007, the company's consolidated balance sheet showed
$18.639 billion in total assets, $11.306 billion in total
liabilities, and $7.333 billion in total shareholders' equity.

                   About Reynolds American Inc.

Headquartered in Winston-Salem, North Carolina, Reynolds American
Inc. (NYSE: RAI) -- http://www.ReynoldsAmerican.com/-- is the  
parent company of R.J. Reynolds Tobacco Company; Conwood Company
LLC; Santa Fe Natural Tobacco Company Inc.; and R.J. Reynolds
Global Products Inc.

R.J. Reynolds Tobacco Company is a U.S. tobacco company.  The
company's brands include six of the 10 best-selling U.S. brands:
Camel, Kool, Pall Mall, Winston, Salem and Doral.

Conwood Company LLC is a manufacturer of smokeless tobacco
products.  Its leading brands are Kodiak, Grizzly and Levi
Garrett.  Conwood also sells and distributes a variety of tobacco
products manufactured by Lane, Limited, including Winchester and
Captain Black little cigars, and Bugler roll-your-own tobacco.

Santa Fe Natural Tobacco Company Inc. manufactures Natural
American Spirit cigarettes and other additive-free tobacco
products.

R.J. Reynolds Global Products Inc. manufactures, sells and
distributes American-blend cigarettes and other tobacco products
to a variety of customers worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on June 22, 2007,
Moody's Investors Service affirmed Reynolds American Inc.'s Ba1
corporate family rating and its' speculative grade liquidity
rating of SGL-2.  The rating outlook is positive.

In addition, Standard & Poor's Ratings Services assigned Reynolds
American Inc.'s corporate credit rating at 'BB+', which reflects
the company's participation in the contracting domestic cigarette
industry, its declining shipment volumes and market share, and
significant litigation risk partly offset by relatively moderate
financial policies.  The outlook is positive.


RF MICRO: Earns $14.5 Million in Fiscal Quarter Ended Sept. 29
--------------------------------------------------------------
RF Micro Devices, Inc. reported financial results for its fiscal
2008 second quarter ended Sept. 29, 2007.  

The company reported net income of $14.5 million for the fiscal
2008 second quarter ended Sept. 29, 2007, compared with net income
of $191.7 million for the 2007 second quarter ended Sept. 30,
2006.

Quarterly revenue increased approximately 3.6% year-over-year and
approximately 21% sequentially to $255.8 million.  Operating
income totaled approximately $8.1 million on a GAAP basis and
approximately $17.2 million on a non-GAAP basis.  RFMD's September
2007 quarterly performance reflected growth in all three of its
business units.

Revenue in the December 2007 quarter is currently expected to be
in the range of $265.0 million to $280.0 million

                     Comments From Management

Bob Bruggeworth, president and chief executive officer of RF Micro
Devices, said, "RFMD's record September quarterly revenue
performance was driven by share gains, new product cycles, a
strong customer base and a robust overall handset market.  Our
sequential revenue growth of approximately 21% demonstrates we are
on a growth trajectory, and our growth in operating income
illustrates our earnings power.

"In the cellular handset market, RFMD enjoyed sequential growth
during the September quarter with the leading handset  
manufacturers.  We commenced high volume shipments of our POLARIS
3 RF solution and expanded our POLARIS customer base to include an
additional top-tier handset manufacturer.  We also grew
sequentially in 3G front ends and extended our product leadership
in 3G multimode devices.  Beyond cellular, we increased shipments
of wireless LAN front ends for handsets, MP3 players, gaming
devices and other applications.

At Sept. 29, 2007, the company's consolidated balance sheet showed
$1.52 billion in total assets, $735.4 million in total
liabilities, and $780.6 million in total shareholders' equity.

                            About RFMD   

Headquartered in Greensboro, North Carolina, RF Micro Devices Inc.
(Nasdaq: RFMD) -- http://www.rfmd.com/-- designs and   
manufactures radio systems and solutions for mobile communication
applications.         

                          *     *     *

Standard and Poor's assigned its B+ long term foreign and local
issuer credit ratings to RF Micro Devices Inc. in 2003.  The
ratings still hold to date.


SACO I: Moody's Downgrades Ratings on Two Certificate Classes
-------------------------------------------------------------
Moody's Investors Service downgraded two classes of certificates
from a deal issued by SACO I Trust 2005-GP1.  The transaction is
backed by Home Equity Line-Of Credit second lien loans originated
by GreenPoint Mortgage Funding Inc.

The projected pipeline has been continuously increasing over the
past a few months and is likely to affect the credit support for
these certificates.  Furthermore, many underlying first lien loans
are likely to have pending interest rate resets, which may cause
an increase in delinquencies and defaults on the second lien loans
in the pool.  The certificates are being downgraded based on the
fact that the bonds' current credit enhancement levels, including
excess spread, may be too low compared to the current projected
loss numbers at the current rating level.

Complete rating actions are:

Issuer: SACO I Trust 2005-GP1

   -- Cl. M-2, Downgraded to B1 from Baa3
   -- Cl. B-1, Downgraded to B3 from Ba1


SAMSONITE CORP: Completes $1.7 Bil. Merger w/ CVC Capital Units
---------------------------------------------------------------
Samsonite Corporation completed its merger with an affiliate of
funds managed and advised by CVC Capital Partners for a
transaction value of approximately $1.7 billion.
    
On July 5, 2007, an affiliate of funds managed and advised by CVC
entered into a merger agreement with Samsonite to acquire
Samsonite.

Under the terms of the agreement, Samsonite's stockholders are
entitled to receive $1.49 in cash, without interest, for each
share of Samsonite's common stock.
    
The transaction was unanimously approved by the board of directors
of Samsonite.  Entities controlled by Ares Management LLC, Bain
Capital Partners, LLC and Teachers' Private Capital, the private
investment arm of Ontario Teachers' Pension Plan, who collectively
own approximately 85% of Samsonite's common stock, approved the
transaction pursuant to a written consent and voting agreement
with CVC.
    
As a result of the transaction, Samsonite's common stock will
cease to be quoted or traded on Nasdaq's Over The Counter Bulletin
Board or other over-the-counter markets.
    
Samsonite's stockholders who hold shares of Samsonite's common
stock through a bank or broker will not have to take any action to
have their shares converted into cash, since these conversions
will be handled by the bank or broker.  

Soon as practicable, Computershare Inc., the paying agent
appointed for the transaction, will send information to all
Samsonite stockholders of record, explaining how they can
surrender their shares of Samsonite's common stock in exchange for
$1.49 per share in cash, without interest.  Stockholders of record
should wait to receive this information before surrendering their
shares.
    
"I am excited to continue Samsonite's successful journey to create
the world's leading travel lifestyle brand together with CVC
Capital Partners," Marcello Bottoli, CEO of Samsonite, said.
    
"CVC Capital Partners is very pleased to have completed the
acquisition of Samsonite, the world's leading travel lifestyle
brand. We look forward to working with Marcello Bottoli and his
team to realize the full potential of the business," Hardy McLain
and Luigi Lanari of CVC stated.
    
                   About CVC Capital Partners
    
Headquartered in London, CVC Capital Partners -
http://www.cvc.com/-- is a private equity and investment advisory  
firm founded in 1981.  The company specializes in buyouts of firms
in the UK, Western Europe, and Southeast Asia. Its portfolio of
nearly 40 companies consists mainly of manufacturing and service
firms, including such diverse holdings as makers of sausage
casings, fishing lures, and specialty paper.  The company has a
network of 18 Offices and
175 employees throughout Europe, Asia and the United States.

                  About Samsonite Corporation

Based in Mansfield, Massachusetts, Samsonite Corporation (OTC
Bulletin Board: SAMC.OB) -- http://www.samsonite.com/--   
manufactures, markets and distributes luggage and travel-related
products.  The company's owned and licensed brands, including
Samsonite, American Tourister, Trunk & Co, Sammies, Hedgren,
Lacoste and Timberland, are sold globally through external
retailers and 284 company-owned stores.  Executive offices are
located in London, England.

The company has global locations in Aruba, Australia, Costa
Rica, Indonesia, India, Japan, and the United States among
others.

As reported in the Troubled Company Reporter on Sept. 20, 2007,
Samsonite reported total assets of $759.7 million and total
liabilities of $35.6 million, resulting in $223.6 million
stockholders' deficit as of July 31, 2007.

The company disclosed revenue of $292.9 million, operating income
of $16.8 million and net loss to common stockholders of $7 million
for the quarter ended July 31, 2007.


SIX LOTS: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: The Six Lots, L.L.C.
        4505 Las Virgenes Road, Suite 210
        Calabasas, CA 91302

Bankruptcy Case No.: 07-14064

Chapter 11 Petition Date: October 24, 2007

Court: Central District Of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtor's Counsel: Lewis R. Landau, Esq.
                  23564 Calabasas Road, Suite 104
                  Calabasas, CA 91302
                  Tel: (888) 822-4340
                  Fax: (888) 822-4340

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


SHONO INC: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Shono, Inc.
        dba Specialty Hospital of New Orleans
        14500 Hayne Boulevard
        New Orleans, LA 70128

Bankruptcy Case No.: 07-12066

Type of Business: The Debtor operates a hospital and
                  medical center.  See http://shono.org/

Chapter 11 Petition Date: October 25, 2007

Court: Eastern District of Louisiana (New Orleans)

Debtor's Counsel: Gary K. McKenzie, Esq.
                  Steffes, Vingiello & McKenzie, LLC
                  13702 Coursey Boulevard, Building 3
                  Baton Rouge, LA 70817
                  Tel: (225) 751-1751
                  Fax: (225) 751-1998

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Para Med Solutions, LLC                     $310,454
3619 18th Street
Metairie, LA 70002

Prestige Care                               $299,534
14500 Hayne Boulevard
New Orleans, LA 70128

Gulf South Medical Supplies                  $58,089
P.O. Box 841968
Dallas, TX 75284-1968

C&C Drugs                                    $56,537

Triton Healthcare, Inc.                      $52,682

Advanced Clinical Laboratory                 $48,852

KCI USA                                      $48,423

St. Bernard Drugs                            $41,445

Respiratory Services, Inc.                   $25,201

Ray Tech of New Orleans, Inc.                $21,347

Jani-King of New Orleans                     $20,134

National Infusion Services                   $15,300

BMA of Metairie                              $15,300

Acadian Ambulance                             $9,474

Advantage Nursing Services, Inc.              $8,558

Axis Medical, LLC                             $8,263

United Nursing International                  $7,718

Sullivan Stolier & Resor                      $7,073

National Pharmacy Acquisition                 $3,872


SOLO CUP: Fitch Holds B- Issuer Default Rating
----------------------------------------------
Fitch Ratings upgraded Solo Cup Company's bank debt and
subordinated notes ratings and affirmed the IDR as:

   -- Issuer default rating affirmed at 'B-';

   -- Senior secured first lien term loan upgraded to 'BB-/RR1'
      from 'B+/RR2';

   -- Senior secured revolving credit facility upgraded to 'BB-
      /RR1' from 'B+/RR2';

   -- Senior subordinated notes upgraded to 'CCC+/RR5' from
      'CCC/RR6'.

The Rating Outlook is revised to Stable from Negative. About $820
million of debt is covered by the ratings.  The company's Canadian
bank debt is excluded from the ratings.

The ratings upgrades within the capital structure reflect improved
expected recoveries in a distressed scenario driven by the
company's substantial reduction in funded debt since the beginning
of the year.  Including the recent sale of the paper plate assets,
the Hoffmaster business line, and pro-forma for the Japanese
subsidiaries, Solo will have paid down over $370 million of senior
secured debt so far this year.

As a result, the senior leverage ratio test contained in the bank
credit agreement has been eliminated which gives the company
further financial flexibility.  The meaningful debt reduction has
improved estimated recoveries for the bank debt class (term loan
and revolver) to the 'RR1' band (91%-100%) and for the
subordinated notes to the 'RR5' band (11%-30%).  As a result, the
ratings have been upgraded one notch for each obligation.

The Outlook revision reflects the company's demonstrated ability
to execute asset sales to materially reduce leverage, and the
improving operating trend resulting from the ongoing performance
improvement program.  The company is benefiting from a fully
staffed and seasoned management team as its turn-around
progresses.

The ratings recognize Solo's leading market share across its
product categories; strong brand recognition; diversified raw
materials mix; diverse, stable customer base; and modest near-term
debt maturities.  Concerns remain about the company's weak
(although improving) cash flows; high leverage; margin pressure
due to intense competition and higher resin and energy prices; and
low unit volume growth.  There are also a few outstanding material
weaknesses in accounting controls.

Higher raw materials prices are likely to be an ongoing headwind
for Solo, but the company is seeking to mitigate this risk through
its resin sourcing and product mix management, as well as
continuing efforts to improve pricing relative to costs.  A few
issues pertaining to the Sweetheart acquisition remain
outstanding, but clear progress has been made.  This along with
the overall operational gains should continue to have a positive
impact on financial results.

Fitch expects fewer asset sales going forward but operating and
free cash flows should continue to improve, making additional
deleveraging possible through earnings growth, if not through
large additional debt repayments over the next few quarters. Fitch
expects the company will be able to meet tightening consolidated
leverage ratio requirements over the same timeframe.  While some
earnings potential will be lost due to the asset sales, improved
efficiencies and better product mix management are likely to more
than offset these losses.  Certain cash expenses will increase in
the near term stemming from asset sales, facility realignments,
and management compensation.

Fitch anticipates improved profitability over the near term, and
credit metrics could show substantial improvement over the next
one to three quarters as cash flows are expected to trend higher,
LTM earnings benefit from the roll-off of an unusually weak 1Q07,
and consulting fees are reduced or eliminated.


SPECIALTY UNDERWRITING: S&P Puts Default Rating on Class B-2
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of mortgage loan asset-backed certificates from Specialty
Underwriting and Residential Finance Trust's series 2003-BC2 and
2003-BC3.  S&P removed the rating on class M-2 from series 2003-
BC2 from CreditWatch with negative implications.  Furthermore, S&P
affirmed its ratings on the remaining classes from these two
series.
     
The downgrades of class B-2 from series 2003-BC2 and class B-1
from series 2003-BC3 reflect deterioration in available credit
support.  During the previous six remittance periods, monthly
losses have exceeded excess interest by approximately 6.65x for
series 2003-BC2 and 2.65x for series 2003-BC3.  The failure of
excess interest to cover monthly losses caused an erosion of
overcollateralization.  As of the September 2007 distribution
date, O/C was approximately $631,403 for series 2003-BC3 (1.29% of
the current balance), and O/C had been completely eroded for
series 2003-BC2.  The downgrade of the class B-2 certificates from
series 2003-BC2 reflects a principal write-down of
$260,906.
     
Cumulative losses were 1.56% (series 2003-BC3) and 2.39% (series
2003-BC2) of the original pool balances.  In addition, 90-plus-day
delinquencies (including REOs and foreclosures) were 11.76%
(series 2003-BC3) and 13.14% (series 2003-BC2) of the current pool
balances.  
     
The affirmations are based on loss coverage percentages that are
sufficient to maintain the current ratings.
     
Subordination, O/C, and excess spread provide credit support for
these transactions.  The collateral for these series consists of
fixed- and adjustable-rate mortgage loans secured by first and
second liens on one- to four-family residential properties.


                        Ratings Lowered

      Specialty Underwriting and Residential Finance Trust
             Mortgage loan asset-backed certificates

                                         Rating
                                         ------
          Series    Class          To             From
          ------    -----          --             ----
          2003-BC2  B-2            D              CCC
          2003-BC3  B-1            BB             BBB+

      Rating Lowered and Removed from Creditwatch Negative
   
      Specialty Underwriting and Residential Finance Trust
            Mortgage loan asset-backed certificates

                                      Rating
                                      ------
               Series    Class      To      From
               ------    -----      --      ----
               2003-BC2  M-2        B       BBB/Watch Neg

                      Ratings Affirmed
   
      Specialty Underwriting and Residential Finance Trust
             Mortgage loan asset-backed certificates

                   Series     Class      Rating
                   ------     -----      ------
                   2003-BC2   S          AAA
                   2003-BC2   M-1        AAA
                   2003-BC3   A          AAA
                   2003-BC3   S          AAA
                   2003-BC3   M-1        AAA
                   2003-BC3   M-2        AA
                   2003-BC3   M-3        A
                   2003-BC3   B-2        B

                   Other Outstanding Ratings
   
      Specialty Underwriting and Residential Finance Trust
             Mortgage loan asset-backed certificates

                  Series     Class       Rating
                  ------     -----       ------
                  2003-BC2   B-1         CCC
                  2003-BC3   B-3         CCC


STANDARD PACIFIC: Posts $119.7 Million Net Loss in 3rd Quarter
--------------------------------------------------------------
Standard Pacific Corp. reported unaudited 2007 third quarter
operating results.  The net loss for the quarter ended Sept. 30,
2007, was $119.7 million, compared to net income of $30.8 million
in the year earlier period.  

The company's results for the 2007 third quarter include non-cash
pretax impairment charges of $223.5 million, of which
$175.2 million related to consolidated real estate inventories,
$41.8 million related to the company's share of joint venture
inventory impairment charges, and $6.5 million related to land
deposit and capitalized preacquisition cost write-offs for
abandoned projects.

Homebuilding revenues for the 2007 third quarter were
$675.5 million versus $834.1 million last year.  The 19% decrease
in homebuilding revenues for the 2007 third quarter was primarily
attributable to a 25% decrease in new home deliveries (exclusive
of joint ventures) and, to a lesser extent, a 1% decrease in the
company's consolidated average home price to $364,000.  These
decreases were partially offset by a $51.5 million year-over-year
increase in land sale revenues.  Land sale revenues totaled
$57.3 million for the 2007 third quarter and represented the
disposition of approximately 1,500 lots.  

                   Homebuilding Joint Ventures
    
The company recognized a $38.7 million loss from unconsolidated
joint ventures during the 2007 third quarter compared to income of
$5.2 million in the year earlier period.  The loss in the 2007
third quarter reflected a $41.8 million pretax charge related to
the company's share of joint venture inventory impairments related
to 12 projects located primarily in California.  Excluding the
impairment charges, the company generated joint venture income of
$3.1 million for the 2007 third quarter of which approximately
$600,000 was generated from profits related to land sales
to other builders while approximately $2.5 million was generated
from new home deliveries.  Deliveries from the company's
unconsolidated homebuilding joint ventures totaled 118 new homes
in the 2007 third quarter versus 40 last year.

Stephen J. Scarborough, chairman, chief executive officer and
president of the company said, "Conditions across most of the
country's major housing markets continued to weaken during the
company's most recent fiscal quarter.  High levels of unsold new
and existing homes, decreasing home prices, tenuous homebuyer
confidence and further erosion of mortgage credit liquidity
during the quarter combined to undermine any stability within the
markets.  These forces continued to weigh heavily on the minds of
our prospective homebuyers during the third quarter, putting added
pressure on home prices, which resulted in soft sales absorption
rates, higher levels of buyer cancellations and additional
inventory impairment charges for the company."

                      Management's Comments
    
"As we manage our business through these challenging times, we
continue to be focused on reducing our level of consolidated
inventories, generating cash flow and paying down debt.  Over the
last twelve months, we have reduced our level of consolidated
unsecured homebuilding debt by over $265 million and expect to
continue to be cash flow positive as we look to the balance of
this year and for calendar 2008 taken as a whole.  It is our goal
to pay off a substantial portion of our revolving credit facility
and reduce our absolute homebuilding debt levels by the end of
2007.  In addition, we expect to generate net cash next year even
after retiring our $150 million of senior notes maturing in
October 2008."
    
Mr. Scarborough continued, "During the third quarter, we took
steps to improve our liquidity including providing the company
with added flexibility under the covenants of our revolving credit
facility.  We amended our bank revolver, Term Loan A and Term Loan
B facilities to, among other things, reduce the level of required
consolidated tangible net worth and provide greater flexibility
under our interest coverage ratio covenant."  

"In exchange for these adjustments, the company agreed to an
immediate reduction of the leverage covenant and an additional
tightening of the leverage covenant over time and a reduction in
the revolving credit facility commitment from $1.1 billion to $900
million, a level commensurate with our projected capital
requirements looking forward," Mr. Scarborough added.  "In
addition, to create additional liquidity under the facility's
borrowing base provision, the company issued $100 million of
senior subordinated convertible notes.  The company's cushion
under its borrowing base, which stood at over $300 million at
Sept. 30, 2007, increased nearly $47 million from the end of the
second quarter."

                          Balance Sheet

As Sept. 30, 2007, the company's consolidated balance sheet showed
$3.98 billion in total assets, $2.51 billion in total liabilities,
$44.3 million in minority interests, and $1.43 billion in total
shareholders' equity.

                      About Standard Pacific

Headquartered in Irvine, California, Standard Pacific Corp.
(NYSE:SPF) -- http://www.standardpacifichomes.com/-- is a  
homebuilder.  The company operates in many of the largest housing
markets in the country with operations in major metropolitan areas
in California, Florida, Arizona, the Carolinas, Texas, Colorado,
Nevada and Illinois.  The company provides mortgage financing and
title services to its homebuyers through its subsidiaries and
joint ventures, Standard Pacific Mortgage, Inc., Home First
Funding, SPH
Home Mortgage, Universal Land Title of South Florida and SPH
Title.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2007,
Standard & Poor's Ratings Services assigned its 'B+' rating to the
$100 million 6% convertible senior subordinated notes due 2012
issued by Standard Pacific Corp.


STELCO INC: Sept. 30 Balance Sheet Upside-Down by $64 Million
-------------------------------------------------------------
Stelco Inc.'s consolidated balance sheet at Sept. 30, 2007, showed
$2.657 billion in total assets and $2.721 billion in total
liabilities, resulting in a $64 million total shareholders'
deficit.

The company reported net income of $38 million for the quarter
ended Sept. 30, 2007, compared to a net loss of $41 million for
the second quarter of 2007 and a loss of $25 million in the third
quarter of 2006.  Net income for the third quarter of 2007
included workforce reduction costs of $5 million and foreign
exchange gains of $36 million.

EBITDA increased to $67 million for the third quarter ended
Sept. 30, 2007, an improvement of $14 million over the second
quarter of 2007.  The improvement in EBITDA was largely driven by
a significant improvement in the cost structure resulting from the
strategic and operational restructuring initiatives over the past
18 months plus lower input costs, offset by lower selling prices.

         Proposed Acquisition of Stelco by US Steel Corp.

On Aug. 26, 2007, Stelco and US Steel Corporation entered into an
arrangement agreement providing for a subsidiary of US Steel to
acquire all of the outstanding common shares of Stelco for $38.50
in cash per common share and Stelco will become an indirect
wholly-owned subsidiary of US Steel under a plan of arrangement
pursuant to the provisions of applicable corporate legislation.  
As part of the acquisition, holders of warrants to purchase common
shares will receive, for each warrant held, a cash payment from
Stelco equal to $27.50 (being the difference between $38.50 and
the exercise price of the warrants) and holders of options to
purchase common shares will receive, for each option held, a cash
payment from Stelco equal to the difference between $38.50 and the
exercise price of such option.

In connection with the acquisition, it is anticipated that the
floating rate notes will be redeemed and Stelco's secured term and
asset based loans, as well as a term loan made by a subsidiary of
Stelco will be retired.

Completion of the acquisition is subject to customary conditions,
including Stelco shareholder approval, court approval and receipt
of certain regulatory approvals.  

                           About Stelco

Headquartered in Hamilton, Ontario, Stelco Inc. (TSX: STE)
-- http://www.stelco.ca/ -- is one of Canada's largest steel  
companies.  It is focused on its two Ontario-based integrated
steel businesses located in Hamilton and in Nanticoke.  These
operations produce hot rolled, cold rolled, coated sheet and bar
products.  On April 1, 2006, Stelco Inc. emerged from CCAA
restructuring.


TEXAS COMPETITIVE: Reports Selected Preliminary Nine-Month Results
------------------------------------------------------------------
Texas Competitive Electric Holdings LLC reported on Oct. 23, 2007,
selected preliminary unaudited consolidated financial results of
Energy Future Competitive Holdings Company, Texas Competitive
Electric Holdings Company LLC's direct parent, and for TCEH for
the nine months ended Sept. 30, 2007.

                           EFC Holdings

Property, plant and equipment, net as of Sept. 30, 2007, is
expected to increase by approximately $500 million, or
approximately 5%, to approximately $10.4 billion compared to
$9.9 billion at Dec. 31, 2006.  This increase is driven by ongoing
investment spending in existing generation operations, partially
offset by depreciation expense for the period.

Operating revenues are expected to decrease by between
approximately $1.2 to $1.4 billion, or 16% to 18%, to between
approximately $6.2 and $6.4 billion compared to $7.6 billion in
the same period in 2006.  This decline primarily reflects lower
retail electricity revenues and net losses in 2007 from risk
management and trading activities (compared to net gains in 2006
from these activities).  

Net income is expected to decrease by between approximately $550
to $650 million, or 27% to 32%, to between approximately $1.35 to
$1.45 billion compared to $2.0 billion in the same period in 2006.
This decrease is driven by the factors affecting operating
revenues discussed immediately above.  Other contributing factors
to the net income performance include the effects of a planned
nuclear generation unit outage in early 2007 and higher lignite
mining costs resulting from weather-related inefficiencies and
increased selling, general and administrative costs in the retail
operations.

Adjusted EBITDA is expected to decrease by between approximately
$500 million to $700 million, or 15% to 21%, to between
approximately $2.7 to $2.9 billion compared to $3.4 billion in the
same period in 2006.  This decrease is driven by the lower average
retail pricing and the decline in retail sales volumes referred to
in the discussion of operating revenues above and also reflects
the other contributing factors cited in the discussion of net
income immediately above.

                               TCEH

Net income is expected to decrease by between approximately $500
to $600 million, or 26% to 31%, to between approximately $1.35 to
$1.45 billion compared to $1.95 billion in the same period in
2006.  This decrease is driven by the factors affecting operating
revenues discussed above.  Other contributing factors to the net
income performance include the effects of a planned nuclear
generation unit outage in early 2007 and higher lignite mining
costs resulting from weather-related inefficiencies and increased
selling, general and administrative costs in the retail    
operations.

Adjusted EBITDA is expected to decrease by between approximately
$550 million to $750 million, or 16% to 22%, to between
approximately $2.65 to $2.85 billion compared to $3.4 billion in
the same period in 2006. This decrease is driven by the lower
average retail pricing and the decline in retail sales volumes
referred to in the discussion of operating revenues above and also
reflects the other contributing factors cited in the discussion of
net income immediately above.

                     About Texas Competitive

Headquartered in Dallas, Texas Competitive Electric Holdings
Company LLC is the holding company for TXU Corp.'s competitive
businesses, Luminant and TXU Energy, and was formerly known as TXU
Energy Company LLC.

                          *     *     *

Texas Competitive Electric Holdings Company LLC carries Standard &
Poors' 'B-' long term foreign issuer and long term local issuer
credit ratings which were placed on Oct. 9, 2007.  Outlook is
stable.


THEATER CONSULTING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Theater Consulting and Management Company, LLC
        fdba Theater Consulting and Management Company, Inc.
        929 Old Highway 8, Suite 200
        New Brighton, MN 55112

Bankruptcy Case No.: 07-34043

Chapter 11 Petition Date: October 25, 2007

Court: District of Minnesota (St. Paul)

Judge: Dennis D. O'Brien

Debtor's Counsel: Will R. Tansey, Esq.
                  Ravich Meyer Kirkman McGrath & Nauman P.A.
                  4545 IDS Center
                  80 South Eighth Street
                  Minneapolis, MN 55402
                  Tel: (612) 317-4760
                  Fax: (612) 332-8302

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Schechter Dokken & Kanter        Goods & Services         $48,000
100 Washington Avenue
South, Suite 1600
Minneapolis, MN 55402

William Goldetsky                Movie Theater            $45,600
1830 Eagle Ridge Drive           Lease - St. Croix
Suite 1011                       Falls, Wisconsin
St. Paul, MN 55118-4200

Developers Diversified Realty    Movie Theater            $38,525
3300 Enterprise Parkway          Lease - Worthington
Beachwood, OH 44122              MN, and Watertown, SD

Fairmont Cinemas L.P.            Movie Theater Lease      $24,229

Clark Products                   Goods and Services       $18,376

Westridge Mall L.P.              Movie Theater Lease      $17,212

Lions Gate Entertainment         Goods and Services       $16,762

Buena Vista Pictures             Goods and Services       $14,675

Sony Pictures                    Goods and Services        $8,486

Metro Goldwyn Mayer              Goods and Services        $8,122

Schoenberg Finkel Newman and     Movie Theater Lease       $6,128
Rosenberg LLC Trust Account

Universal Film Exchange          Goods and Services        $6,058

Brightstar Systems Corp.         Goods and Services        $5,007

Paramount Pictures               Goods and Services        $4,240

Twentieth Century Fox            Goods and Services        $3,487

Siegel Brill Greupner            Goods and Services        $3,470
Duffy & Forster P.A.

Gopher Express                   Goods and Services        $3,414

Focus Features                   Goods and Services        $3,007

Health Partners                  Goods and Services        $2,647

Warner Bros.                     Goods and Services        $2,161


TIMKEN COMPANY: Completes $200 Million Acquisition of Purdy
-----------------------------------------------------------
The Timken Company completed its acquisition of The Purdy Corp., a
precision manufacturer and systems integrator for military and
commercial aviation customers, for $200 million.  Both parties
entered into an agreement on Sept. 17, 2007, adding new power-
transmission products and capabilities to Timken's rapidly growing
aerospace business.

The Purdy Corp.'s expertise includes design, manufacturing,
testing, overhaul and repair of transmissions, gears, rotor-head
systems and other high-complexity components for helicopter and
fixed-wing aircraft platforms.  Founded in 1946, Purdy is based in
Manchester, Connecticut, employs more than 200 people and had 2006
sales of approximately $87 million.

Timken will operate the business as Timken Aerospace
Transmissions, LLC, from its current location in Manchester,
Connecticut.  Timken will continue to make investments in its
ability to meet the power-transmission needs of its growing
customer base in the commercial and military aviation industries.

"Customers have the opportunity to benefit from the strength of a
company that is a leader in friction-management technology with
growing capabilities in power transmission," J. Ron Menning,
president - aerospace and defense, said.  "We believe that the
increasing breadth of our portfolio is a distinct advantage, and
Timken is rapidly developing the kind of complete aerospace
systems expertise and portfolio that will create exceptional
customer and shareholder value."

Timken offers a comprehensive line of aerospace quality bearings,
along with a select range of turbine engine components and MRO
services.  Known for consistent, critical performance and backed
by stringent quality standards, Timken aerospace products are
found in aircraft engines, gearboxes, helicopter transmissions,
auxiliary power units, landing wheels, airframes and
instrumentation.

Headquartered in Canton, Ohio, The Timken Company (NYSE: TKR) --
http://www.timken.com/-- is a manufacturer of highly engineered  
bearings and alloy steels.  It also provides related components
and services such as bearing refurbishment for the aerospace,
medical, industrial and railroad industries.  The company has
operations in Argentina, Australia, Belgium, Brazil, Canada,
China, Czech Republic, England, France, Germany, Hungary, India,
Italy, Japan, Korea, Mexico, Netherlands, Poland, Romania, Russia,
Singapore, South America, Spain, Taiwan, Turkey, UnitedStates, and
Venezuela and employs 27,000 employees.

                         *     *     *

The Timken Company carries Moody's Ba1 Long-Term Corporate
Family, Senior Unsecured Debt and Probability-of-Default
Ratings.  Moody's said the outlook was stable.


TIMKEN COMPANY: Earns $41.2 Million in Quarter Ended Sept. 30
-------------------------------------------------------------
The Timken Company reported net income of $41.2 million for the  
third quarter 2007, compared to a net income of $46.5 million for
the same quarter last year.

The company reported sales of $1.26 billion in the third quarter
of 2007, an increase of 6% over the same period a year ago.  
Strong sales in industrial markets were partially offset by the
strategic divestment of the company's automotive steering and
European steel tube manufacturing operations in prior periods.  
The company achieved third-quarter income from continuing
operations of $41.2 million, up from $38.7 million in last year's
third quarter.

"While Timken's third-quarter performance exceeded what we
achieved last year, our results still fell short of what we had
expected to deliver," James W. Griffith, Timken's president and
chief executive officer, said.  "As we move forward with our
strategic initiatives, we have intensified our efforts to drive
better execution across the company during a period of strong
demand in multiple market sectors."

For the first nine months of 2007, sales were $3.89 billion, an
increase of 4% from the same period in the prior year, driven by
strong industrial markets.  The company's performance benefited
from higher volume and improved pricing, which were partially
offset by higher raw-material, manufacturing and logistics costs.

Total debt was $601.4 million as of Sept. 30, 2007, or 25.5% of
capital.  Net debt at Sept. 30, 2007, was $513.6 million, or 22.6%
of capital, compared to $496.8 million, or 25.2%, as of Dec. 31,
2006.  Year-to-date, the increase in net debt was primarily due to
higher working capital requirements, driven by strong demand, and
increased capital expenditures in support of growth initiatives.

At Sept. 30, 2007, the company's balance sheet totat assets of
$4.1 billion and total liabilities of $2.4 billion, resulting in
$1.7 billion.  Equity at Dec. 31, 2006, was $1.4 million.

                           Outlook

Timken anticipates strong global industrial demand, while
automotive demand is expected to remain stable.  The combination
of strong industrial markets, capacity additions and operating
improvements is expected to drive stronger performance.

                     About Timken Company

Headquartered in Canton, Ohio, The Timken Company (NYSE: TKR) --
http://www.timken.com/-- is a manufacturer of highly engineered  
bearings and alloy steels.  It also provides related components
and services such as bearing refurbishment for the aerospace,
medical, industrial and railroad industries.  The company has
operations in Argentina, Australia, Belgium, Brazil, Canada,
China, Czech Republic, England, France, Germany, Hungary, India,
Italy, Japan, Korea, Mexico, Netherlands, Poland, Romania, Russia,
Singapore, South America, Spain, Taiwan, Turkey, United States,
and Venezuela and employs 27,000 employees.

                         *     *     *

The Timken Company carries Moody's Ba1 Long-Term Corporate
Family, Senior Unsecured Debt and Probability-of-Default
Ratings.  Moody's said the outlook was stable.


TOUSA INC: Fitch Downgrades Issuer Default Rating to CC
-------------------------------------------------------
Fitch Ratings downgraded the Issuer Default Rating and debt
ratings for TOUSA Inc. and subsequently put them on Rating Watch
Negative, as:

   -- IDR to 'CC' from 'CCC';
   -- Secured revolving credit facility to 'CCC/RR2' from 'B-';
   -- First lien secured term loan to 'CCC/RR2' from 'B-';
   -- Second lien secured term loan to 'C/RR5' from 'CCC-';
   -- Senior unsecured notes to 'C/RR6' from 'CC';
   -- Senior subordinated notes to 'C/RR6' from 'CC';
   -- Preferred stock to 'C/RR6' from 'CC'.

Fitch's 'RR2' Recovery Rating on TOUSA's $700 million secured
revolving credit facility and $200 million secured first lien term
loan indicates superior (70%-90%) recovery prospects for holders
of this debt issue.  Fitch's 'RR5' Recovery Rating on TOUSA's $300
million secured second lien term loan indicates below average
recovery prospects (10%-30%) in a default scenario.  Fitch's 'RR6'
Recovery Rating on TOUSA's senior unsecured notes, senior
subordinated notes and preferred stock issuance indicates poor
(0%-10%) recovery prospects.  Fitch applied a liquidation value
analysis for these recovery ratings.

TOUSA announced previously that in response to deteriorating
market conditions during the third quarter, the company is
exercising its right to abandon a number of land option contracts.  
As a result, TOUSA anticipates that it will incur significant
deposit write-offs and abandonment charges in the third quarter.  
Additionally, TOUSA also expects to record significant asset
impairment charges in the third quarter.  As a result of these
charges, the company may breach one or more of the covenants under
its revolving and first lien loan credit agreements.  TOUSA has
requested amendments from the lenders to its revolving line credit
and first lien term loan facilities.

The downgrade of TOUSA's IDR reflects challenging housing
conditions in most of the company's markets and Fitch's
expectation that a turn-around in the near term is unlikely. The
completion of the Transeastern JV global settlement left TOUSA in
a highly leveraged position at a time when housing market
conditions are extremely depressed.  The downgrade also reflects
the uncertain liquidity position of the company and that proposed
amendments (if consents are successfully obtained from the
lenders) may provide only short term relief.

TOUSA's ratings remain on Rating Watch Negative for the
possibility of further actions.  The Rating Watch will in part be
resolved by the successful solicitation of consents for the
proposed amendments from the lenders of the company's revolving
line of credit and first lien term loan facilities.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as land
and development spending, general inventory levels, speculative
inventory activity (including the impact of high cancellation
rates on such activity), gross and net new order activity and free
cash flow trends.


TRAVIS COUNTY: Moody's Holds Ba3 Rating on Series 2002A Bonds
-------------------------------------------------------------
Moody's Investors Service affirmed the rating on Travis County
Housing Finance Corporation Multifamily Housing Revenue Bonds
(Park at Wells Branch Apartments Project) Series 2002A at Ba3 and
the rating on Subordinate Series 2002C at Ca.  The outlook on both
series remains stable.  The rating affirmation is based on
stabilizing debt service coverage ratios on both series of bonds,
continuing contributions to property maintenance funds and
preserving the Series 2002A Debt Service Reserve Fund.

The Series 2002B bonds have matured and the Junior Subordinate
Series 2002D bonds are not rated.  The Series 2002A bonds continue
to be insured by MBIA and carry MBIA's financial strength rating
of Aaa.  The Subordinate Series 2002C bonds are not insured.

Park at Wells Branch is a 304 unit apartment complex composed of
18 apartment buildings, and is located in the northern section of
the Austin metropolitan area in Travis County, Texas.  The
property has been experiencing financial difficulties since 2003,
largely due to the weakness of the Austin multifamily rental
market.  Occupancy rates fell during that time and the property
offered substantial concessions to tenants.  The ensuing reduction
in rental revenues caused the property's financial performance to
deteriorate.  The Series 2002C bonds first defaulted in June 2005,
and subsequent debt service payments were missed on the
subordinate series.

                       Legal Security

The bonds are limited obligations payable solely from the
revenues, receipts and security pledged in the Trust Indenture.
Funds are pledged first to the payment of the principal and
interest due on the Series 2002A bonds, then to the principal and
interest due on the Series 2002C bonds, and last, to the principal
and interest due on the Series 2002D bonds.  The Indenture
provides for a Debt Service Reserve Fund for each series of bonds.  
As of Aug. 31, 2007, the Trustee reports that only the Debt
Service Reserve Fund for Series 2002A bonds remains fully funded
at the maximum annual debt service on the Series 2002A bonds.  The
2002C Debt Service Reserve Fund has been depleted.

Interest rate derivatives: none

                     Credit Strengths

*Stabilizing debt service coverage ratios: Based on FY 2006
audited financial statements, Moody's has calculated 1.12x debt
service coverage for Series 2002A bonds and .92x debt service
coverage for Series 2002C bonds.  The subordinate series coverage
ratio was calculated net of the MBIA insurance fee. These debt
service coverage levels show improved financial performance since
2004.

The Series 2002A bonds had coverage levels of 1.06x in 2005 and
.92x in 2004.  The Series 2002C bonds had coverage levels of .86x
in 2005 and .73x in 2004.  The improved debt service coverage
ratios may be attributed to rental revenue growth due to
increasing occupancy rates and lower concession charges.
Management reports the current occupancy rate is 97%, representing
a substantial improvement over the 80% occupancy rate of August
2003.

*Commitment from Community Housing Corporation of America Inc.,
the owner of the property, has continued its commitment to the
property by contributing substantial amounts in 2006.  The
contribution augmented rental revenues and funded portions of debt
service payments made on the Series 2002C bonds.  CHC has made
contributions to the property since 2003.

*Capital Replacement Reserve: Despite financial difficulties, the
property continues to meet a sizable capital replacement reserve
funding requirement.  Moody's believes that this is important for
the property's long-term viability.  The property was constructed
in 1987 and will require capital improvements to remain
competitive in the Austin rental market.

*Series 2002A Reserves: Fund balances provided to Moody's by the
property Trustee show the Series 2002A Debt Service Reserve Fund
remains fully funded.

                     Credit Challenges

*Series 2002C Reserves: Fund balances provided to Moody's by the
property Trustee show that the Series 2002C Debt Service Reserve
Fund is significantly under-funded.

*Local Multifamily Rental Market: Though the demand for affordable
multifamily housing has strengthened in the Austin market since
2005, the future performance of the property remains linked to the
strength of the market.  Strong market demand and high occupancy
rates are necessary for the property to regain financial solvency.

                    Recent Developments

Park at Wells Branch has been experiencing financial difficulties
since 2003.  In 2004, the Series 2002C Debt Service Reserve Fund
was tapped to make the June 2004 debt service payment on Series
2002C bonds.  The Series 2002C bonds have defaulted on each
interest payment date since June 2005. On June 22, 2007 the
Trustee made the interest payment that would have been due on Dec.
1, 2005.  This follows a similar payment made on Aug. 12, 2005,
when the Trustee made the missed June 2005 debt service payment on
the subordinate bonds.
Outlook

The outlook on the bonds remains stable.  The stable outlook
reflects the stabilizing occupancy of the property and debt
service coverage levels on the bonds.

What could change the rating - Up

*Consistent debt service payments on the Series 2002C bonds

*Replenishing the Series 2002C Debt Service Reserve Fund

What could change the rating - Down

*Drawing on the Series 2002A Debt Service Reserve Fund

*Low occupancy rates resulting in debt service coverage
deterioration


TRIBUNE COMPANY: Earns $152.7 Million in FY 2007 Third Quarter
--------------------------------------------------------------
Tribune Company reported financial results for the third quarter
of 2007.  For the third quarter 2007, the company reported net
income of $152.7 million on $1.2 billion operating revenues,
compared with a net income of $164.3 million on $1.3 billion
operating revenues for the same quarter last year.

"Our third quarter results reflect a combination of better revenue
trends, strong expense controls and an increase in equity income,"
Dennis FitzSimons, Tribune chairman, president and chief executive
officer, said.  "Publishing revenue trends improved slightly in
the third quarter despite the impact of the housing slump on our
Florida and California newspapers.  We are also encouraged by
positive national advertising trends, led by improved Tribune
Media Net sales."

Tribune's 2007 third quarter operating revenues decreased 4%, or
$55 million, to $1.28 billion.  Consolidated cash operating
expenses were down 4%, or $46 million, in the third quarter of
2007 primarily due to a $25 million decrease in newsprint and ink
expense and a $21 million decrease in compensation.  Cash
operating expenses in the third quarters of 2007 and 2006 included
severance charges of $3.2 million and $2.2 million, respectively.  
Operating cash flow was down 3% to $285 million from $295 million,
while operating profit declined 4% to $229 million from
$238 million.

Publishing's third quarter operating revenues were $871 million,
down 7%, or $69 million.  Publishing cash operating expenses
decreased $48 million, or 6%, to $705 million.  Publishing
operating cash flow was $166 million, an 11% decline from $187
million in 2006.  Publishing operating profit decreased 15% to
$123 million, from $144 million in 2006.

Broadcasting and entertainment's third quarter operating revenues
increased 3%, or $13 million, to $406 million.  Group cash
operating expenses increased 2%, or $4 million, to $276 million.  
Operating cash flow was $130 million, up 8% from $121 million, and
operating profit increased 9% to $118 million from $108 million in
2006.

Television's third quarter operating revenues increased 4% to
$288 million in 2007, primarily due to higher cable copyright
royalties.  Television cash operating expenses were down 1%,
or $1 million, to $190 million.  Television operating cash flow
was $98 million, up 14% from $86 million in 2006, while operating
profit increased 18% to $87 million, up from $74 million.

Net equity income was $27 million in the third quarter of 2007,
compared with $19 million in the third quarter of 2006.  The
increase primarily reflects higher equity income for Comcast
SportsNet Chicago and CareerBuilder.

Headquartered in Chicago, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating  
businesses in publishing, interactive and broadcasting.  It
reaches more than 80% of U.S. households and is the only media
organization with newspapers, television stations and websites in
the nation's top three markets.  In publishing, Tribune's leading
daily newspapers include the Los Angeles Times, Chicago Tribune,
Newsday (Long Island, New York), The Sun (Baltimore), South
Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant.  The
company's broadcasting group operates 23 television stations,
Superstation WGN on national cable, Chicago's WGN-AM and the
Chicago Cubs baseball team.

                          *     *     *

Moody's Investor Services placed Ba3 on Tribune Company's long
term family rating and probability of default on April 2007.

Standard and Poor's rated B+ its long term foreign and local
issuer credit on July 2007.


TRUE NORTH: Appoints Alan McMillan as Chief Executive Officer
-------------------------------------------------------------
Alan McMillan will be assumes the role of chief executive officer
of True North Corporation, effective immediately.  In addition, it
is expected that Mr. McMillan will also become a member of the
company's board of directors.

Rick Camilleri, the current chief executive officer of the company
will immediately step down from his current position and will be
working with Mr. McMillan during this transitional period.

The board of directors would like to thank Mr. Camilleri for his
many contributions to True North since becoming chief executive
officer 18 months ago and looks forward to continuing a productive
partnership with Mr. Camilleri.

Mr. McMillan comes to True North with related industry experience.  
He has been in the technology business for 20 years and in the
internet industry since its inception.  Mr. McMillan has been the
chief executive officer and founder of several internet companies
in Toronto, Silicon Valley and Hong Kong where he brought
leadership expertise in the development and commercialization of
internet based web applications.

Prior to 1995 he spent 5 years with Digital Equipment Corporation
based in Hong Kong where he managed a new business unit that grew
to $200 million operating in 10 countries.  He has an honors
degree in Business majoring in International Marketing and is a
certified corporate director.

"This is a great Web 2.0 opportunity that will combine the current
strengths of True North and my experience in this field, I am very
excited about the future of this company," Mr. McMillan commented.

                      About True North

Headquartered in Mississauga, Ontario, True North Corporation
(TSX: TN) -- http://www.truenorthcorp.ca/-- is an integrated
marketing services company.  TNC delivers services through two
focus areas: Marketing Services & Sales Channel Support.

At June 30, 2007, the company's balance sheet showed total assets
of $5,887,121 and total liabilities of $10,661,201, resulting to a
shareholders' deficit of $4,774,080.


URS CORP: Expects 2007 Third Quarter Net Income at $38.7 Million
----------------------------------------------------------------
URS Corporation disclosed preliminary unaudited financial results
for its third quarter ended Sept. 28, 2007.  URS expects third
quarter 2007 revenues to be $1.302 billion, an increase of 20%
compared with revenues of $1.085 billion for the third quarter of
2006.  Net income for the third quarter of 2007 is expected to be
$38.7 million, an increase of 29% from net income of $29.9 million
for the comparable period in 2006.

The preliminary results are being disclosed to provide
stockholders of URS and Washington Group International with
additional financial information regarding URS prior to upcoming
stockholder meetings.  Washington Group stockholders are scheduled
to meet on Oct. 30, 2007 to vote upon the proposed acquisition of
Washington Group by URS.  A Special Meeting of URS Stockholders
also is scheduled to be held on Oct. 30, 2007 to vote on the
issuance of shares in conjunction with the transaction.

In conjunction with the announcement of preliminary third quarter
results, the Company issued the following statement: "A key
component of the transaction value for Washington Group
stockholders is the URS shares they will receive if the
acquisition is approved.  The Company believes it is important
that Washington Group stockholders have this additional financial
information before their vote scheduled for Oct. 30, 2007.  URS
continues to perform very well, and our results for the quarter
reflect good growth across each of our four key market sectors,
the federal sector, the state and local government sector, the
private sector and international."

"URS believes that the combination with Washington Group offers a
compelling value for Washington Group stockholders, including the
potential upside of owning almost one-third of the combined
company, which we expect will be better positioned to capture
opportunities in high-growth markets."

URS will release its full financial results for the third quarter
on Nov. 7, 2007, after the market close, and will update its
guidance for fiscal 2007 at that time.

The preliminary unaudited financial results are estimates and are
subject to further review and analysis by the company's management
as part of the normal quarterly closing process currently under
way.

                     About URS Corporation
  
Headquartered in San Francisco, California, URS Corporation
(NYSE:URS)-- http://www.urscorp.com/-- is an engineering design  
services firm and a United States federal government contractor
for systems engineering and technical assistance and operations
and maintenance services.  The company's business focuses
primarily on providing fee-based professional and technical
services in the engineering and construction services and defense
markets, although the company performs some limited construction
work.  It operates through two divisions: the URS Division and the
EG&G Division.

                          *     *     *
    
As reported in the Troubled Company Reporter on Sept. 21, 2007,
Standard & Poor's Ratings Services assigned its 'BB+' bank loan
rating and '2' recovery rating to URS Corp.'s proposed
$2.1 billion senior secured credit facilities, indicating
expectations of substantial recovery in the event of a payment
default.  The facilities are rated the same as the corporate
credit rating on the company.  

As reported in the Troubled Company Reporter on Sept. 20, 2007,
Moody's Investors Service assigned a provisional rating of (P)Ba1
to the proposed $2.1 million senior secured credit facility of URS
Corporation, which will be used to finance its pending acquisition
of Washington Group International Inc.


US DRY: Inks $2.15 Million Merger Agreement with Robinson
---------------------------------------------------------
U.S. Dry Cleaning Corporation has signed an agreement and plan of
merger with Robinson Corp.  Under the agreement and plan of
merger, U.S. Dry Cleaning would acquire Robinson Corp. for
$2,153,000 in cash, convertible and assumed debt, and shares of
common stock of U.S. Dry Cleaning.

When concluded, the acquisition would add more than $2,256,000 to
U.S. Dry Cleaning's existing $10 million annualized run rate and
increase the expected revenue for the company's Hawaiian
operations by 40%.

Together with the pending acquisition of Central California's dry
cleaning business, with revenues of $6.5 million, this transaction
is expected to bring U.S. Dry Cleaning's annualized revenue run
rate to more than $18.7 million.

Thurston John "Jack" Robinson is retiring after 35 years of
building his business.  Theresa Paulette, who has been general
manager for 18 years, will stay on to manage and expand the
operation.

"U.S. Dry Cleaning is extremely pleased to acquire Caesars
Cleaners, a premier profitable company with a reputation for
excellence throughout the Honolulu area for 35 years," Michael E.
Drace, COO and president of U.S. Dry Cleaning Inc. and head of
operations in Hawaii, said.  "The acquisition will expand our
market share in Hawaii, and is expected to increase revenues to
more than $7.6 million.  The dry cleaning industry has been a
stable market since its inception, and it is poised for growth in
an era where personal service is valued at a premium."

"Mr. Robinson has built a highly successful business over
35 years, and U.S. Dry Cleaning offers the next step for growth
through the opportunities provided by a public company," added Mr.
Drace.  "We are delighted that Theresa Paulette has agreed to stay
on to help expand the business and integrate the company into our
strategy to become the first national chain of premier dry
cleaning businesses."

"I'm proud to have grown my company to the $2 million business it
is," Mr. Robinson said.  "I am confident I am leaving it in good
hands and that my employees will be well cared for.  I will remain
invested in the company and I look forward to its future success."

It is expected that the transaction will be completed before the
end of 2007, after customary closing conditions.

                      About Robinson Corp.

Based in Honolulu, Robinson Corp. dba Caesars Cleaners is a dry
cleaning business comprising of four stores and a central
operating plant.  Caesars Cleaners, the brand name of Robinson
Corp., was owned and operated by Thurston John Robinson since
1972.
                      About US Dry Cleaning

Headquartered in Palm Springs, California, US Dry Cleaning
Corporation (OTC:UDRY) fka First Virtual Communications Inc. --
http://www.usdrycleaning.com/--  is engaged in laundry and dry    
cleaning business and operates in Honolulu and Palm Springs.
Incorporated in October 1993, U.S. Dry Cleaning is focused on
acquiring profitable businesses that hold a leading share in their
individual markets.

                      Going Concern Doubt

On Nov. 14, 2006, Squar Milner Miranda & Williamson LLP, in
Newport Beach, California, expressed substantial doubt about US
Dry Cleaning Corporation's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Sept. 30, 2006.  The auditors pointed to the
company's recurring losses from operations and an accumulated
deficit of approximately $6.9 million.


US INVESTIGATION: Moody's Rates New $290 Mil. Sr. Notes at Caa2
---------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to US
Investigation Services Inc.'s new $290 million senior unsecured
notes and $150 million senior subordinated notes, which replaced
its $250 million senior unsecured bridge facility and $190 million
senior subordinated bridge facility.  Concurrently, Moody's
withdrew the ratings assigned to the bridge facilities and
affirmed all other ratings.  The rating outlook is stable.

Moody's took these rating actions:

   -- Assigned $290 million senior unsecured notes due 2015,
      Caa2 (LGD5, 80%)

   -- Assigned $150 million senior subordinated notes due 2016,  
      Caa2 (LGD6, 94%)

   -- Withdrew $250 million senior unsecured bridge facility,
      Caa1 (LGD5, 78%)

   -- Withdrew $190 million senior subordinated bridge
      facility, Caa2 (LGD6, 93%)

   -- Affirmed $90 million senior secured first lien revolver
      due 2013, B1 (LGD3, 30%)

   -- Affirmed $725 million senior secured first lien term loan
      B due 2015, B1 (LGD3, 30%)

   -- Affirmed the Corporate Family Rating, B3

   -- Affirmed the Probability of Default Rating, B3

US Investigations Services Inc., with corporate headquarters in
Falls Church, Virginia, is a leading provider of security-
clearance background investigation and employment screening
services to government agencies and commercial customers in the
United States.  Total revenues for the twelve months ended June
30, 2007 were about $817 million.


VERTICAL ABS: Moody's Lowers Ratings on Two Note Classes
--------------------------------------------------------
Moody's Investors Service placed these notes issued by Vertical
ABS CDO 2006-2 Ltd. on review for possible downgrade:

   -- Class Description: $52,000,000 Class A1 Senior Secured
      Floating Rate Notes Due 2046

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- Class Description: $41,000,000 Class A2 Senior Secured
      Floating Rate Notes Due 2046

      Prior Rating: Aa2

      Current Rating: Aa2, on review for possible downgrade

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

   -- Class Description: $26,000,000 Class A3 Secured
      Deferrable Interest Floating Rate Notes Due 2046

      Prior Rating: A2

      Current Rating: Baa2, on review for possible downgrade

   -- Class Description: $21,000,000 Class B Mezzanine Secured
      Deferrable Interest Floating Rate Notes Due 2046

      Prior Rating: Baa2

      Current Rating: Ba2, on review for possible downgrade

   -- Class Description: $5,000,000 Class C Mezzanine Secured
      Deferrable Interest Floating Rate Notes Due 2046

      Prior Rating: Ba1

      Current Rating: B1, on review for possible downgrade

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


VERTICAL ABS: Moody's Junks Ratings on Five Note Classes
--------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
further possible downgrade these classes of notes issued by
Vertical ABS CDO 2007-1 Ltd.:

   -- $873,000,000 Class A1S Variable Funding Senior Secured
      Floating Rate Notes Due 2047

      Prior Rating: Aaa

      Current Rating: Ba1, on review for possible downgrade

   -- $229,000,000 Class A1J Senior Secured Floating Rate Notes
      Due 2047

      Prior Rating: Aaa

      Current Rating: B2, on review for possible downgrade

   -- $157,000,000 Class A2 Senior Secured Floating Rate Notes
      Due 2047

      Prior Rating: Aa2, on review for possible downgrade

      Current Rating: Caa1, on review for possible downgrade

   -- $57,000,000 Class A3 Secured Deferrable Interest Floating
      Rate Notes Due 2047

      Prior Rating: A2, on review for possible downgrade

      Current Rating: Caa3, on review for possible downgrade

   -- $70,000,000 Class B1 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2047

      Prior Rating: Baa2, on review for possible downgrade

      Current Rating: Ca

   -- $32,000,000 Class B2 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2047

      Prior Rating: Baa3, on review for possible downgrade

      Current Rating: Ca

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

      Prior Rating: Ba2, on review for possible downgrade

      Current Rating: Ca

   -- $42,000,000 Class X Senior Secured Fixed Rate Notes Due
      2013

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence on
Oct. 17, 2007 of an event of default caused by a failure of the
senior credit test per Section 5.1(h) of the Indenture, dated
April 10, 2007.

Vertical ABS CDO 2007-1 Ltd. is a collateralized debt obligation
backed primarily by a portfolio of RMBS securities, CMBS
securities and synthetic securities in the form of credit default
swaps.  Reference obligations for the credit default swaps are
RMBS securities, CMBS securities and CDO securities.

The senior credit test requires that the net outstanding portfolio
collateral balance adjusted for ratings-based haircuts equal or
exceed the sum of the outstanding Class A1S Notes (including all
unfunded commitments) and the Class A1J Notes.  A high number of
recent ratings downgrades on the underlying portfolio magnified
the impact of the ratings-based haircuts, causing the senior
credit test failure.  On Oct. 11, 2007, 74% of the underlying
portfolio was downgraded or placed on review for possible
downgrade by Moody's.

Under an event of default in this transaction, a majority of the
controlling class will be entitled to determine the remedies to be
exercised under the indenture.  The controlling class consists
solely of the Class A1S Notes.  Liquidation of the underlying
portfolio is one possible remedy; however, it is not clear at this
time whether the controlling class will choose to exercise this
option.

The rating downgrades taken today reflect the increased expected
loss associated with each tranche.  Losses are attributed to
diminished credit quality on the underlying portfolio.  The
expected losses of certain tranches may be different, however,
depending on the timing and choice of remedy to be pursued by the
controlling class.  Because of this uncertainty, the Class X, the
Class A1S Notes, the Class A1J Notes, the Class A2 Notes and the
Class A3 Notes remain on review for possible downgrade pending the
receipt of definitive information.


VICTOR GROUP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Victor Group II, Inc.
        dba First Machine and Manufacturing, Inc.
        1651 East 12th Street
        Erie, PA 16511

Bankruptcy Case No.: 07-11723

Chapter 11 Petition Date: October 25, 2007

Court: Western District of Pennsylvania (Erie)

Debtor's Counsel: Guy C. Fustine, Esq.
                  Knox McLaughlin Gornall & Sennett, P.C.
                  120 West Tenth Street
                  Erie, PA 16501
                  Tel: (814) 459-2800
                  Fax: (814) 453-4530

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Copper and Brass Sales           Trade Debt               $12,001
5755 Grant Avenue
Cleveland, OH 44105

Perry Mill Supply                Trade Debt                $4,345
1115 West 12th Street
Erie, PA 16501

James H. Cross Co.               Trade Debt                $3,806
3602 West 23rd Street
Erie, PA 16512

J&L Industrial Supply            Trade Debt                $3,455

Carlson's Industrial Grinding    Trade Debt                $3,135

Browne & Sharpe Division         Trade Debt                $2,475

American Stainless Corporation   Trade Debt                $2,368

Advanced Placement Services      Services Provided         $2,209

Erie Concrete and Supply         Trade Debt                $1,448

D.B. Roberts Company             Trade Debt                $1,442

Hy-Tech Automation Repair        Services Provided         $1,358

LNS America, Inc.                Trade Debt                $1,294

Earle M. Jorgenson Company       Trade Debt                $1,164

Environmental Coordination       Services Provided         $1,140
Services and Recycling

Boldt Machinery, Inc.            Trade Debt                $1,109

Microcentric                     Trade Debt                $1,019

Harry E. Mueller                 Services Provided           $831

Erie Bearings Company            Trade Debt                  $827

Progress For Industry, Inc.      Trade Debt                  $645

Unifirst Corporation             Services Provided           $645


VORRIECE WHITTEN: Case Summary & Four Largest Unsec. Creditors
--------------------------------------------------------------
Debtor: Vorriece Nathaniel Whitten
        dba Keypoint Properties
        P.O. Box 66944
        Burien, WA 98168

Bankruptcy Case No.: 07-15068

Chapter 11 Petition Date: October 25, 2007

Court: Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Larry B. Feinstein, Esq.
                  Vortman & Feinstein
                  500 Union Street, Suite 500
                  Seattle, WA 98101
                  Tel: (206) 223-9595

Estimated Assets: $1,868,700

Estimated Debts:  $1,607,088

Debtor's Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Litton Loan Servicing          value of collateral:      $390,000
P.O. Box 4387                  $349,000
Houston, TX
77210-4387

Boeing Employee's                                          $6,000
Credit Union
P.O. Box 97050
Seattle, WA 98124

Best Buy                                                   $2,137
Retail Services
P.O. Box 60148
City of Industry, CA
91716-0148

H.S.B.C. Card Services                                     $1,952


WACHOVIA BANK: Fitch Holds Low-B Ratings on Six Cert. Classes
-------------------------------------------------------------
Fitch Ratings affirms Wachovia Bank Commercial Mortgage Securities
Trust, series 2006-C28, as:

   -- $33.3 million class A-1 at 'AAA';
   -- $418.7 million class A-2 at 'AAA';
   -- $168.4 million class A-PB at 'AAA';
   -- $215 million class A-3 at 'AAA';
   -- $802.2 million class A-4 at 'AAA';
   -- $250 million class A-4FL at 'AAA';
   -- $621.7 million class A-1A at 'AAA';
   -- Interest-only class IO at 'AAA';
   -- $359.5 million class A-M at 'AAA';
   -- $278.6 million class A-J at 'AAA';
   -- $22.5 million class B at 'AA+';
   -- $58.4 million class C at 'AA';
   -- $31.5 million class D at 'AA-';
   -- $49.4 million class E at 'A';
   -- $40.4 million class F at 'A-';
   -- $40.4 million class G at 'BBB+';
   -- $40.4 million class H at 'BBB';
   -- $44.9 million class J at 'BBB-';
   -- $17.9 million class K at 'BB+';
   -- $8.9 million class L at 'BB';
   -- $13.4 million class M at 'BB-';
   -- $4.5 million class N at 'B+';
   -- $8.9 million class O at 'B';
   -- $8.9 million class P at 'B-';

Fitch does not rate the $49.4 million class Q or the $8 million
class FS.


WELLCARE HEALTH: Says Probe Has "No Impact" on Operations
---------------------------------------------------------
WellCare Health Plans Inc. said it is taking actions in response
to the search warrant executed by federal and state agencies at
the company's headquarters on October 24, 2007.

"We are responding to . . . developments in a direct, prompt and
orderly manner," said Todd Farha, chairman and chief executive
officer.  "We are committed to cooperating with the government
throughout this process."

Consistent with the statement of the U.S. Attorney's Office, the
company states that the investigation has not impacted its ability
to serve the best interest of its members, providers and business
partners.

                           Actions Taken

Simultaneous with its efforts to ensure that the business
continues to operate smoothly, the Company has undertaken a series
of actions to respond to the government investigation.  
Specifically, the company has:

    * Been in direct contact with its Board of Directors,
      including members of the audit committee;

    * Committed to cooperating with the federal and state
      authorities involved in the investigation;

    * Retained the law firms of King & Spalding and Greenburg
      Traurig to assist the Company with responding to the
      investigation;

    * Engaged with the Company's auditors, Deloitte & Touche LLP;

    * Been in contact with key constituents, including state and
      federal regulators in each of the Company's markets.

"Our primary focus is to make sure that our operations are running
smoothly and that we are continuing to pay provider claims timely,
answer our customers' calls and provide access to covered health
care services for our members," said Mr. Farha.

                           Statistics

The company also disclosed in a separate press release recent
operational statistics regarding the company's continued
uninterrupted business
operations:

    * WellCare is financially sound, with over $1 billion in cash
      and cash equivalents;

    * Approximately 140,000 prescriptions were filled for
      WellCare's members;

    * WellCare's pharmaceutical care team interacted with over
      5,000 patients and/or their physicians to discuss drug
      therapies;

    * WellCare has processed approximately 6,000 authorization
      requests;

    * WellCare has processed over 75,000 claims totaling over
      $8 million and continues to maintain industry leading claims
      turn around times; and

    * WellCare handled over 10,000 calls with an enterprise-wide
      service level of 98% and an average speed of answer of two
      seconds.

Wellcare also noted that neither the company nor any officer or
employee is charged with any crime.

"These operational statistics point to the strength and stability
of our underlying business operations.  We intend to continue
providing uninterrupted, high-quality service to our members,
providers and other business partners," said Mr. Farha.

                       About WellCare Health Plans

Headquartered in Tampa, Florida, WellCare Health Plans Inc. (NYSE:
WCG) -- http://www.wellcare.com/-- provides managed care services  
exclusively for government-sponsored healthcare programs, focusing
on Medicaid and Medicare.  WellCare offers a variety of health
plans for families, children, the aged, blind and disabled and
prescription drug plans, currently serving more than 2.3 million
members nationwide.


WELLCARE HEALTH: Board Establishes Special Committee
----------------------------------------------------
WellCare Health Plans Inc.'s Board of Directors has formed a
special committee in response to the ongoing investigation of the
company by certain federal and state agencies and to other
governmental or private proceedings.  The special committee is
authorized to monitor developments in the investigations and to
oversee the company's response to them.  It is also authorized to
facilitate communication between the company's management and its
Board of Directors regarding these matters.

The members of the special committee are:

    * Neal Moszkowski, the co-chief executive officer of
      TowerBrook Capital Partners L.P. and the former Chairman of
      the Board of the company;

    * Chris Michalik, a managing director of Kinderhook Capital
      Partners and a member of the company's audit committee; and

    * Ruben Jose King-Shaw, the chairman and chief executive
      officer of Mansa Equity Partners, Inc. and the former deputy
      administrator and chief operating officer of the Centers for
      Medicare & Medicaid Services and former secretary of the
      Florida Agency for Health Care Administration.

Mr. Moszkowski will serve as Chairman of the special committee,
whose members have all been determined by the Board of Directors
to be independent under standards established by the New York
Stock Exchange.  The special committee is authorized to retain, at
the Company's expense, counsel of its choosing and other advisors
that it deems appropriate.  The committee is in the process of
selecting counsel.

"The special committee will serve an important purpose for
WellCare at this critical time," said Mr. Moszkowski.  "We will
work to ensure that all matters concerning the investigation are
dealt with appropriately and with urgency and attention to
detail."

                       SEC Asks for Information

WellCare said it also received requests for information from the
U.S. Securities and Exchange Commission with regards to an
October 24 raid on the company's headquarters.

"As previously stated, we are cooperating with all federal and
state authorities," said Todd Farha, WellCare's chairman and chief
executive officer.  "I am confident that the newly formed special
committee will provide the independent oversight and support
needed to help the Company effectively address any issues that may
arise."

                       About WellCare Health Plans

Headquartered in Tampa, Florida, WellCare Health Plans Inc. (NYSE:
WCG) -- http://www.wellcare.com/-- provides managed care services  
exclusively for government-sponsored healthcare programs, focusing
on Medicaid and Medicare.  WellCare offers a variety of health
plans for families, children, the aged, blind and disabled and
prescription drug plans, currently serving more than 2.3 million
members nationwide.


WELLCARE HEALTH: Probe Cues Moody's to Place Ratings Under Review
-----------------------------------------------------------------
Moody's Investors Service placed the ratings of WellCare Health
Plans Inc. on review for possible downgrade as a result of an
investigation by federal and State of Florida agencies which led
to the issuance of a search warrant at the company's Tampa
headquarters.  The rating agency said that although details of the
investigation have not been disclosed, it is concerned with the
potential impact to the company should there be a prolonged
investigation or findings of wrongdoing by the company or its
management team.

WellCare offers both Medicaid and Medicare plans under contracts
with individual states and the Center for Medicaid & Medicare
Services.  The company currently has Medicaid managed care
operations in Florida, New York, Connecticut, Ohio, Missouri,
Georgia and Illinois.  These products account for 88% of
WellCare's membership and about 50% of its premium revenue with
the Florida and Georgia contracts being the largest.

Its Medicare products are offered in all 50 states.  The loss of
any one of these contracts could have a considerable impact on the
revenues and earnings of WellCare.  In particular, Moody's notes
that the Medicaid business is very reliant on reputation and an
operating problem or investigation in one state could jeopardize
the Medicaid contracts in other states or prohibit expansion into
new states.  In addition, the uncertainty associated with this
investigation could deter seniors from enrolling in WellCare's
Medicare Advantage and Part D plans during the critical open
enrollment period which begins next month.

Moody's stated that the review will focus on the potential impact
of the investigation to WellCare's operations including the cost
and disruption incurred in responding to the investigation as well
as the impact to the company's Medicaid and Medicare contracts and
membership.

These ratings were placed on review for possible downgrade:

WellCare Health Plans Inc.

  -- senior secured debt rating at Ba1;

WellCare of Florida Inc.

  -- insurance financial strength rating at Baa2.

The previous rating action for WellCare occurred on
Aug. 22, 2007 when the ratings were upgraded to their current
level with a stable outlook.

WellCare Health Plans Inc. is headquartered in Tampa, Florida. For
the first six months of 2007, the company reported about $2.6
billion in total revenue.  As of June 30, 2007 shareholder's
equity was $678 million and total medical membership (excluding
Medicare Part D) was 1.3 million members.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to repay punctually senior
policyholder claims and obligations.


WELLCARE HEALTH: FBI Investigations Cue S&P's Negative Watch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' counterparty
credit rating on WellCare Health Plans Inc. on CreditWatch with
negative implications.
     
S&P took this rating action in connection with a recent
investigation initiated by the U.S. Federal Bureau of
Investigation, the U.S. Department of Health and Human Services
Office of Inspector General, and the Florida attorney general's
Medicaid Fraud Control unit.  "The rating is on CreditWatch
because we view this investigation as a material adverse
development with potentially meaningful downside consequences for
the company's ongoing operations," explained Standard & Poor's
credit analyst Joseph Marinucci.  This is because WellCare's
market profile is so strongly linked to the more highly regulated
public-sector government-sponsored health care programs (Managed
Medicaid/Medicare) marketplace.
     
The rating action also reflects S&P's uncertainty about the scope
of the investigation and the potential severity of any related
actions, which could materially impair the company's prospective
business and financial profile.  Accordingly, the rating could be
lowered by at least one category depending on
our assessment of the range of potential outcomes.  In addition,
regardless of legal outcome, the rating could be lowered if the
investigation alone results in impaired business outlook or
operational difficulties.


WELLS FARGO: Fitch Assigns Low-B Ratings on Two Cert. Classes
-------------------------------------------------------------
Fitch Ratings assigned these ratings to Wells Fargo mortgage pass-
through certificates, series 2007-AR5:

   -- $579,265,100 classes A-1, A-2, and A-R 'AAA';
   -- $11,495,000 class B-1 'AA';
   -- $5,445,000 class B-2 'A';
   -- $2,117,000 class B-3 'BBB';
   -- $3,328,000 class B-4 'BB';
   -- $907,000 class B-5 'B'

The 'AAA' rating on the senior certificates reflects the 4.25%
subordination provided by the 1.9% class B-1, 0.9% class B-2,
0.35% class B-3, 0.55% privately offered class B-4, 0.15%
privately offered class B-5, and 0.4% privately offered class B-6.  
The class B-6 is not rated by Fitch.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures, and the servicing capabilities of
Wells Fargo Bank N.A. (WFB; rated 'RPS1' by Fitch).

The transaction is secured by a pool of mortgage loans, which
consists of fully amortizing, one- to four-family, adjustable-rate
mortgage loans that provide for a fixed interest rate during an
initial period of approximately ten years. Thereafter, the
interest rate will adjust on an annual basis. The interest rate of
each mortgage loan will adjust to equal the sum of the index and a
gross margin.  About 86.26% of the mortgage loans are interest-
only loans, which require only payments of interest until the
month following the first adjustment date.

The mortgage loans have an aggregate principal balance of about
$604,977,737 as of the cut-off date (Oct. 1, 2007), an average
balance of $564,345, a weighted average remaining term to maturity
of 358 months, a weighted average original loan-to-value ratio of
73.69%, and a weighted average coupon of 6.574%.

Rate/Term and equity take-out refinances account for 17.25% and
12.34% of the loans, respectively.  The weighted average original
FICO credit score of the loans is 743.  Owner-occupied properties
and second homes comprise 85.99% and 9.38% of the loans,
respectively.  The states that represent the largest geographic
concentration are California (33.52%), Florida (8.91%), New York
(7.43%), Virginia (5.27%), and New Jersey (5.08%).  All other
states represent less than 5% of the aggregate pool balance as of
the cut-off date.

All of the mortgage loans were generally originated in conformity
with underwriting standards of WFB.  WFB sold the loans to Wells
Fargo Asset Securities Corporation, a special purpose corporation,
which deposited the loans into the trust. The trust issued the
certificates in exchange for the mortgage loans.  WFB will act as
servicer, master servicer, paying agent, and custodian, and HSBC
Bank USA N.A. will act as trustee.  For federal income tax
purposes, elections will be made to treat the trust as a real
estate mortgage investment conduit.


WENDY'S INT'L: Earns $29.9 Mil. in 3rd Quarter Ended Sept. 30
-------------------------------------------------------------
Wendy's International Inc. disclosed financial results for the
third quarter of 2007, reflecting the continuing turnaround of the
business, significantly improving restaurant margins and cost
controls.

The company reported net income of $29.9 million in the 2007 third
quarter, compared to net income of $69.2 million in the 2006 third
quarter.  Total revenues were $631.1 million in the 2007 quarter,
up 0.2% compared to $630.1 million in the third quarter of 2006.

Sales were $554.8 million in the third quarter of 2007, compared
to $556.7 million in the third quarter of 2006.  Sales increased
slightly as a result of positive average same-store sales, however
Wendy's had 42 fewer company-operated restaurants open at the end
of the third quarter of 2007 compared to the same quarter a year
ago.

Franchise revenues were $76.3 million in the third quarter of
2007, compared to $73.4 million in the third quarter of 2006.  The
2007 increase reflects positive franchisee average same-store
sales, higher 2007 gains on the sales of stores to franchisees of
$900,000 and lower 2007 reserve allowances.  Partially offsetting
these improvements, Wendy's had 66 fewer franchise-operated
restaurants open at the end of the third quarter of 2007 compared
to the same quarter a year ago

"We continue to execute our strategic plan and delivered
significantly improved results this quarter at both the corporate
and store level despite a very tough competitive environment and
commodity cost pressures," said Wendy's(R) chief executive officer
and president Kerrii Anderson.

Including third-quarter pre-tax expenses related to the Board's
Special Committee of $13.4 and $2.4 million of pre-tax
restructuring charges (which include pension settlement charges),
the company reported income from continuing operations of
$28.8 million in the third quarter of 2007, compared to
$23.7 million in the third quarter of 2006.  Earnings before
interest, taxes, depreciation and amortization from continuing
operations were $79.2 million in the third quarter of 2007, up
35.8% from $58.3 million in the third quarter of 2006.

Excluding expenses related to the Board's Special Committee and
restructuring charges, the company reported for the third quarter
of 2007 adjusted income from continuing operations of
$38.6 million, compared to $24.9 million in the third quarter of
2006.  Excluding expenses related to the Board's Special Committee
and restructuring charges, adjusted EBITDA for the third quarter
2007 was $95.0 million, up 57.3% from $60.3 million in the third
quarter of 2006.

"Our EBITDA growth is encouraging and store operating margins
continue to expand," said Anderson.  "We're revitalizing Wendy's
with a focus on connecting with the consumer, new products, more
effective menu management, our market-based pricing strategy,
breakthrough advertising and improving operations.  That said, we
have even greater opportunities to better meet the needs of our
customers, grow same-store sales and further increase margins."

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$1.83 billion in total assets, $1.04 billion in total liabilities,
and $798.3 million in total shareholders' equity.

                  2007 Full-year EBITDA Guidance

The company expects to report 2007 full-year EBITDA near the
higher end of the outlook it provided to investors in June, which
was a range of $295 million to $315 million.  It also expects to
report full-year EPS near the high end of the range provided
earlier, which was $1.09 to $1.23.  These ranges exclude expenses
related to the Board's Special Committee activities and
restructuring charges.

"Our progress on key elements of our business since June has been
positive," Anderson said.  "We are focused on building on this
momentum in the fourth quarter and 2008."

                    About Wendy's International

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

                          *     *     *

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

Additionally, Standard & Poor's Ratings Services lowered its
corporate credit and senior unsecured debt ratings on Wendy's
International Inc. to 'BB-' from 'BB+'.  


WILTON PRODUCTS: Moody's Holds B3 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed Wilton Products Inc.'s
(formerly known as UCG Paper Crafts Inc.) B3 corporate family
rating.  Moody's also assigned a Ba3 rating to Wilton's proposed
first lien senior secured credit facilities and a Caa1 rating to
its second lien term loan.

GTCR Golder Rauner through its portfolio company EK Success Ltd.
acquired Wilton Industries Inc. and Dimensions Holdings LLC on
Aug. 1, 2007.  Wilton, a holding company that owns all of the
stock of EK Success and the acquired companies, will use proceeds
from the credit facilities and $185 million of new mezzanine
discount notes (not rated - issued by UCG Paper Crafts Holdco
Inc.) to refinance acquisition related debt.

The company did not issue the debt that Moody's described in the
press release dated July 30, 2007 for UCG Paper Crafts, Inc.  
However, the herein discussed financing has the same total debt
amount as in the original capital structure Moody's rated on July
30, 2007.  The ratings outlook remains stable. The ratings are
subject to review of final documentation.

Wilton Products Inc.

Ratings assigned:

   -- $65 million senior secured revolving credit facility due
      2013, at Ba3 (LGD2, 23%);

   -- $445 million first lien senior secured term loan due
      2014, at Ba3 (LGD2, 23%);

   -- $255 million second lien senior secured term loan due
      2015, at Caa1 (LGD4, 68%).

Ratings affirmed:

   -- Corporate family rating at B3;

   -- Probability-of-default rating at B3.

Ratings withdrawn:

   -- $65 million senior secured revolving credit facility due
      2013, at B1 (LGD 3, 32%);

   -- $585 million first lien senior secured term loan due
      2014, at B1 (LGD 3, 32%);

   -- $225 million second lien senior secured term loan due
      2015, at Caa2 (LGD 5, 81%).

Wilton's B3 corporate family rating is driven by its high leverage
with debt exceeding sales, thin interest coverage, the full
purchase multiples for these largely debt-funded acquisitions,
material integration risk as three organizations are combined into
one, the likelihood that integration spending will compress cash
flows over the near-term, and longer term acquisition risk as the
company seeks to consolidate the fragmented crafts industry.  The
rating also considers the company's participation in a highly
competitive industry that could be susceptible to changes in
discretionary spending and consumer tastes.

Notwithstanding these risks, Wilton's rating is supported by its
leading position in the niche cake decorating and scrapbooking
markets, its meaningful scale relative to other crafting
competitors, and the strong strategic rationale for the
acquisitions given the complementary nature of the products and
customer base.  The rating also recognizes the company's
significant investments in information technology and logistics,
strong brand recognition among its target customers, access to low
cost sourcing via its Asian suppliers, strong historical growth
trends in the cake decorating business, the potential for
significant cost savings, and its good pro forma EBITA margins.

The stable outlook reflects Moody's expectation that Wilton will
not encounter any material challenges as it absorbs the two
acquisitions into its operations, that it will realize synergies,
and it will refrain from any additional acquisitions in the near-
term.  The outlook also reflects Moody's expectation that the
company's credit metrics will improve from initial pro forma
levels.

Headquartered in Woodridge, Illinois, Wilton Products Inc. is a
leading provider of food and paper crafting products, and
specialty housewares.  The company's brands include Wilton, Copco,
K&Co, Martha Stewart, and Jolee's Boutique.  Pro forma revenue
approached $600 million for the twelve months ended Dec. 31, 2006.


WR GRACE: Earns $16.7 Million in Quarter Ended September 30
-----------------------------------------------------------
W. R. Grace & Co. disclosed financial results for the third
quarter ended Sept. 30, 2007.

Net income for the third quarter was $16.7 million, compared with
net income of $18.4 million in the prior year quarter.  The 2007
and 2006 third quarters were negatively affected by Chapter 11
expenses, litigation and other matters not related
to core operations.  Excluding such costs, and after tax
effects, net income would have been $46.3 million for the
third quarter of 2007 compared with $40.3 million calculated
on the same basis for the third quarter of 2006, a 14.9%
increase.

Sales for the third quarter were $783.1 million compared with
$741.4 million in the prior year quarter, a 5.6% increase
(2.4% before the effects of currency translation).  The increase
was attributable primarily to higher selling prices
in response to rising raw material costs and to higher volumes in
most product groups, particularly outside the United States.  
Sales increased 1.7% for the Grace Davison operating segment and
10.1% for the Grace Performance Chemicals operating segment.  
Geographically, sales were up 15.2% in Europe, 8.4% in Asia
Pacific and 34.8% in Latin America, and down 7.9% in North
America, where sales were adversely affected by a lower level of
residential construction in the United States and lower sales of
hydroprocessing catalysts.

Pre-tax income from core operations was $74.0 million in the third
quarter compared with $71.1 million in the prior year quarter, a
4.1% increase.  Pre-tax operating income of the Grace Davison
operating segment was $47.6 million, up 4.4% compared with the
third quarter of 2006, attributable principally to sales increases
across most product groups and productivity gains.  Pre-tax
operating income of the Grace Performance Chemicals operating
segment was $54.1 million, up 4.2% compared with the third quarter
of 2006, attributable primarily to higher sales of construction
products (in regions other than North America) and packaging
products worldwide.  Corporate operating costs were $1.3 million
higher than the third quarter of 2006 due primarily to higher
performance-based compensation.

Sales for the nine months ended Sept. 30, 2007 were $2.3 billion
compared with $2.1 billion for the prior year period, an 8.6%
increase (5.3% before the effects of currency translation).  Net
income for the nine months ended Sept. 30, 2007, was $42.0
million, compared with net income in the comparable period of 2006
of $13.3 million.  Excluding noncore and Chapter 11-related costs
(and after tax effects), net income would have been $122.8 million
for the nine months ended Sept. 30, 2007 compared with $96.3
million calculated on the same basis for 2006, a 27.5% increase.  
Pre-tax income from core operations was $227.7 million for the
nine months ended Sept. 30, 2007, a 20.1% increase over 2006,
primarily attributable to higher sales volume in regions other
than North America, higher selling prices to offset cost
inflation, and from lower overall pension costs.

"Our business performance is on track to deliver strong financial
results for 2007," Grace's President and Chief Executive Officer
Fred Festa, said.  "The quarter-over-quarter comparison was
adversely affected by refill order patterns of hydroprocessing
catalysts, which were very strong last year, and the decline in
U.S. housing starts, which continues to cause lower sales of
construction products in North America.  However, we have enjoyed
good growth in several key product groups, and in Europe, Asia and
Latin America where economic activity has been strong."

                      Cash Flow and Liquidity

Grace's net cash inflow from operating activities for the nine
months ended Sept. 30, 2007, was $65.7 million, compared with a
net cash inflow of $49.4 million for 2006.  The increase in cash
flow from operating activities was principally attributable to
higher pre-tax operating income offset by dividends to joint
venture partners and cash paid to resolve certain tax
contingencies.  Pre-tax income from core operations before
depreciation and amortization was $311.2 million for the nine
months ended Sept. 30, 2007, 13.0% higher than in the prior year,
a result of the performance from core operations.  Net cash used
for investing activities was $100.5 million for the nine months
ended Sept. 30, 2007, primarily related to routine capital
improvements, capacity expansion at certain production sites, one
acquisition and an investment in a short-term U.S. Government debt
security.

At Sept. 30, 2007, Grace had available liquidity in the form of
cash and cash equivalents of $535.0 million, marketable securities
of $28.5 million, net cash value of life insurance of $93.5
million, available credit under its debtor-in-possession facility
of $173.7 million and available credit under various non-U.S.
credit facilities equivalent to
$89.3 million.  Grace believes that these sources and amounts of
liquidity are sufficient to support its business operations,
strategic initiatives and Chapter 11 proceedings for the
foreseeable future.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,  
especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).  
David M. Bernick, Esq., at Kirkland & Ellis, LLP, and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the
Debtors in their restructuring efforts.  The Debtors hired
Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.  
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Martin W. Dies, III,
Esq., at Dies & Hile L.L.P., and C. Alan Runyan, Esq., at Speights
& Runyan,to represent it.  Lexecon, LLC, provided asbestos claims
consulting services to the Official Committee of Equity Security
Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
will commence on Jan. 14, 2008.


XEROX CORP: Moody's Reviews Ba1 Rating and May Upgrade
------------------------------------------------------
Moody's Investors Service placed the ratings of Xerox Corporation
and supported subsidiaries under review for possible upgrade.  
Overall, Moody's believes that the combination of consistent
business execution, secured debt reduction, and positive operating
trends warrant the consideration of a rating upgrade.

Ratings under review for possible upgrade include:

Xerox Corporation:

   -- Senior unsecured at Baa3

   -- Subordinated at Ba1

Xerox Credit Corporation:

   -- Senior unsecured at Baa3 (support agreement from Xerox
      Corporation)

The rating review will focus on the prospects for (1) continued
steady business execution, that includes equipment installation
growth that provides the basis for ongoing post sale revenue
streams, (2) overall modest revenue growth, (3) consistent
operating profitability in the 8-9% range, (4) ongoing strong
annual cash flow from operations (Moody's adjusted) in excess of
$1.5 billion, (5) the maintenance of solid liquidity and continued
discipline with respect to share repurchase activity which should
be contained within free cash flow generation.

Since Moody's changed the ratings outlook to positive in November
2006, Xerox has continued to demonstrate good installation growth
throughout its product offering and, with a good product lineup,
we believe that Xerox is well positioned to maintain or grow its
installed base over the intermediate term.  Consistent and well
managed operating expenses have contributed to operating margins
remaining in the 8% to 9% range.  Importantly, the company has
consistently reduced the level of secured debt in its capital
structure and accelerated that process recently such that secured
debt is less than $500 million, down from over $2 billion at
December 2006.

Liquidity remains solid, with cash balances of $848 million at
September 2007 plus access to a $2 billion unsecured revolving
credit facility, for which covenant room is expected to remain
ample.  Combined with our expectations of stable to improving
annual free cash flow ($1.7 billion for the latest twelve months
ended June 2007), Xerox is well positioned to meet (1) aggregate
public debt maturities of about $626 million through 2008, as well
as (2) potential calls on liquidity related to outstanding
shareholder litigation.

Xerox Corporation, headquartered in Norwalk, Connecticut,
develops, manufactures and markets document processing systems and
related supplies and provides consulting and outsourcing document
management services.


XM SATELLITE: Sept. 30 Balance Sheet Upside-Down by $789.6 Mil.
---------------------------------------------------------------
XM Satellite Radio Holdings Inc. disclosed results of its third
quarter ended Sept. 2007.  

At Sept. 30, 2007, the company had $1.71 billion in total assets,
$2.43 billion in total liabilities, and $789.6 million in total
stockholders' deficit.  Total assets does not equal total
liabilities plus stockholders' deficit because of minority
interest, which information was not provided.

The company reported a net loss of $145.4 million for the third
quarter of 2007, compared with a net loss of $83.8 million for the
same period last year.  Revenues for the 2007 third quarter
increased approximately 20% year over year to $287 million
compared to $240 million in the 2006 third quarter.

XM ended the 2007 third quarter with approximately 8.57 million
subscribers compared to approximately 7.19 million subscribers in
the prior year period.

"During the third quarter, XM achieved year-over-year gains in
both gross and net subscriber additions, despite weakness at
retail, driven primarily by a record number of new automotive
subscribers," said Nate Davis, president and chief executive
officer, XM Satellite Radio.  "We're already seeing the early
results of the ramp in production of XM-equipped vehicles, which
will provide XM with sustained subscriber growth for 2008 and
beyond."

"We remain optimistic that our deal to merge with Sirius will
close by the end of this year.  In the meantime, we continue to
work with the Federal Communications Commission and the Department
of Justice to further demonstrate that this merger is in the
public interest and should be approved."

For the third quarter of 2007, adjusted operating loss was
$47 million compared to a loss of $2 million in the same period of
2006.  The 2007 third quarter adjusted operating loss includes
$9 million in expenses related to the company's pending merger
with Sirius Satellite Radio.

In the 2007 third quarter, XM recorded gross subscriber additions
of 952,000 and net subscriber additions of 315,000 compared to
868,000 gross additions and 286,000 net subscriber additions in
the 2006 third quarter.

In the 2007 third quarter, XM's subscriber acquisition costs, a
component of cost per gross addition, were $70, including
approximately $10 related to increased factory installations by
new automotive partners.  This compared to $59 in the third
quarter of 2006.  CPGA in the 2007 third quarter was $116 compared
to $94 in the third quarter of 2006.  

As of Sept. 30, 2007, the company had $231 million in cash
compared to $275 million at the end of June 30, 2007.  As of
Sept. 30, 2007, the company also had $400 million in credit
facilities, resulting in total available liquidity of
$631 million.

            Pending Merger with Sirius Satellite Radio

XM announced it will hold a special meeting of shareholders on
Nov. 13, 2007, to consider and vote upon a proposal to adopt the
Agreement and Plan of Merger between XM and Sirius Satellite
Radio.  The proposed transaction, which has been approved by the
Board of Directors of both companies, is also subject to
regulatory review and approvals, including the Department of
Justice and the Federal Communications Commission, and the
satisfaction of customary closing conditions.  The companies
remain optimistic that the merger will close in late 2007.

XM and Sirius announced their agreement to combine in a tax-free,
all-stock merger on Feb. 19, 2007.  The companies filed their
Merger Agreement with the Securities and Exchange Commission on
Feb. 21, 2007.  Under the terms of the agreement, XM shareholders
will receive a fixed exchange ratio of 4.6 shares of Sirius common
stock for each share of XM.  XM and Sirius shareholders will each
own approximately 50% of the combined company.

                             About XM

Headquartered in Washington, D.C., XM Satellite Radio Holdings
Inc. -- http://www.xmradio.com/-- parent of XM Satellite Radio     
Inc. (Nasdaq: XMSR), is a satellite radio company, with more than
8.5 million subscribers.

XM delivers entertainment and data services for the automobile
market through partnerships with General Motors, Honda, Hyundai,
Nissan, Porsche, Ferrari, Subaru, Suzuki and Toyota.

                          *     *     *

Standard & Poor's assigned CCC+ long-term foreign and local issuer
credit ratings to XM Satellite Radio Holdings Inc. on February
2007.

XM Satellite Radio Holdings Inc. also holds Moody's Investors
Services' Caa1 long-term corporate family rating (assigned June
2003), Caa3 senior unsecured debt rating (assigned February 2005),
and Caa1 probability of default rating (assigned September 2006).  
These three ratings still hold to date.


* BOND PRICING: For the Week of Oct. 22 - Oct. 26 2007
------------------------------------------------------

Issuer                              Coupon   Maturity  Price
------                              ------   --------  -----
ABC Rail Product                     10.500%  12/31/04      0
Acme Metals Inc                      12.500%  08/01/02      0
Alesco Financial                      7.625%  05/15/27     72
Allegiance Tel                       11.750%  02/15/08     52
Amer & Forgn Pwr                      5.000%  03/01/30     65
Amer Color Graph                     10.000%  06/15/10     71
Antigenics                            5.250%  02/01/25     69
Archibald Candy                      10.000%  11/01/07      0
Ashton Woods USA                      9.500%  10/01/15     75
Atherogenics Inc                      1.500%  02/01/12     30
Atherogenics Inc                      4.500%  03/01/11     38
Bank New England                      8.750%  04/01/99      8
Bank New England                      9.875%  09/15/99      8
BankUnited Cap                        3.125%  03/01/34     73
BBN Corp                              6.000%  04/01/12      0
Beazer Homes USA                      4.625%  06/15/24     74
Beyond.com                            7.250%  12/01/03      0
Big City Radio                       11.250%  03/15/05      0
Buffets Inc                          12.500%  11/01/14     69
Burlington North                      3.200%  01/01/45     55
Calpine Gener Co                     11.500%  04/01/11     37
Clark Material                       10.750%  11/15/06      0
Collins & Aikman                     10.750%  12/31/11      2
Color Tile Inc                       10.750%  12/15/01      0
Complete Mgmt                         8.000%  12/15/03      0
CompuCredit                           5.875%  11/30/35     67
Curagen Corp                          4.000%  02/15/11     67
Decode Genetics                       3.500%  04/15/11     69
Decode Genetics                       3.500%  04/15/11     68
Dura Operating                        8.625%  04/15/12     46
Dura Operating                        9.000%  05/01/09      2
E.Spire Comm Inc                     10.625%  07/01/08      0
Eagle Food Centr                     11.000%  04/15/05      0
Empire Gas Corp                       9.000%  12/31/07      0
Encysive Pharma                       2.500%  03/15/12     67
Epix Medical Inc                      3.000%  06/15/24     72
Exodus Comm Inc                      11.625%  07/15/10      0
Fedders North Am                      9.875%  03/01/14     14
Finova Group                          7.500%  11/15/09     19
Ford Motor Co                         6.375%  02/01/29     72
Ford Motor Co                         6.625%  02/15/28     73
Ford Motor Co                         6.625%  10/01/28     73
Ford Motor Co                         7.125%  11/15/25     74
Ford Motor Co                         7.400%  11/01/46     74
Ford Motor Co                         7.700%  05/15/97     73
Ford Motor Co                         7.750%  06/15/43     75
Gulf States STL                      13.500%  04/15/03      0
Harrahs Oper Co                       5.750%  10/01/17     75
Hines Nurseries                      10.250%  10/01/11     74
HNG Internorth                        9.625%  03/15/06     28
Ion Media                            11.000%  07/31/13     72
Iridium LLC/CAP                      10.875%  07/15/05      3
Iridium LLC/CAP                      11.250%  07/15/05      3
Iridium LLC/CAP                      13.000%  07/15/05      3
Iridium LLC/CAP                      14.000%  07/15/05      3
K Hovnanian Entr                      7.750%  05/15/13     72
K Hovnanian Entr                      8.875%  01/01/12     74
KMart Funding                         8.800%  07/01/10     10
KMart Funding                         9.440%  07/01/18      3
Kaiser Aluminum                       9.875%  02/15/02      0
Kaiser Aluminum                      12.750%  02/01/03      8
Kellstrom Inds                        5.750%  10/15/02      0
Kimball Hill Inc                     10.500%  12/15/12     64
Kmart Corp                            9.780%  01/05/20      0
Lehman Bros Holding                  11.000%  10/25/17     75
Liberty Media                         3.750%  02/15/30     59
Liberty Media                         4.000%  11/15/29     65
Lifecare Holding                      9.250%  08/15/13     72
LTV Corp                              8.200%  09/15/07      0
McSaver Financl                       7.400%  02/15/02      5
McSaver Financl                       7.600%  08/01/07      5
McSaver Financl                       7.875%  08/01/03      5
MediaNews Group                       6.375%  04/01/14     73
MHS Holdings Co                      16.875%  09/22/04      0
Mosler Inc                           11.000%  04/15/03      0
Movie Gallery                        11.000%  05/01/12     27
Muzak LLC                             9.875%  03/15/09     53
National Steel Corp                   8.375%  08/01/06      0
Neff Corp                            10.000%  06/01/15     69
New Orl Grt N RR                      5.000%  07/01/32     64
Northern Pacific RY                   3.000%  01/01/47     53
Northern Pacific RY                   3.000%  01/01/47     53
Northpoint Comm                      12.875%  02/15/10      0
Northwest Steel & Wire                9.500%  06/15/01      0
NTK Holdings Inc                     10.750%  03/01/14     66
Nutritional Src                      10.125%  08/01/09      5
Oakwood Homes                         7.875%  03/01/04     13
Oakwood Homes                         8.125%  03/01/09      3
Oscient Pharma                        3.500%  04/15/11     58
Oscient Pharma                        3.500%  04/15/11     63
Outboard Marine                       9.125%  04/15/17      8
Pac-West Telecom                     13.500%  02/01/09      2
Pac-West Telecom                     13.500%  02/01/09      4
PCA LLC/PCA FIN                      11.875%  08/01/09      6
Pegasus Satellite                    13.500%  03/01/07      0
Piedmont Aviat                       10.250%  01/15/49      0
Pixelworks Inc                        1.750%  05/15/24     74
Polaroid Corp                        11.500%  02/15/06      0
Pope & Talbot                         8.375%  06/01/13     37
Pope & Talbot                         8.375%  06/01/13     37
Primus Telecom                        3.750%  09/15/10     68
Primus Telecom                        8.000%  01/15/14     67
Propex Fabrics                       10.000%  12/01/12     74
Radnor Holdings                      11.000%  03/15/10      0
Rait Financial                        6.875%  04/15/27     70
Read-Rite Corp                        6.500%  09/01/04      0
Realogy Corp                         12.375%  04/15/15     74
RJ Tower Corp.                       12.000%  06/01/13      4
Rotech HealthCare                     9.500%  04/01/12     64
Saint Acquisition                    12.500%  05/15/17     62
ServiceMaster Co                      7.100%  03/01/18     73
ServiceMaster Co                      7.250%  03/01/38     70
ServiceMaster Co                      7.450%  08/15/27     69
SLM Corp                              5.000%  06/15/28     74
SLM Corp                              5.050%  03/15/23     73
SLM Corp                              5.150%  12/15/28     74
SLM Corp                              5.250%  03/15/28     73
SLM Corp                              5.250%  12/15/28     71
SLM Corp                              5.350%  06/15/28     73
SLM Corp                              5.500%  06/15/29     72
SLM Corp                              5.500%  06/15/29     74
SLM Corp                              5.500%  06/15/29     71
SLM Corp                              5.500%  03/15/30     71
SLM Corp                              5.500%  03/15/30     70
SLM Corp                              5.500%  12/15/30     71
SLM Corp                              5.550%  06/15/25     71
SLM Corp                              5.600%  03/15/29     74
SLM Corp                              5.600%  06/15/29     75
SLM Corp                              5.650%  03/15/29     73
SLM Corp                              5.650%  12/15/29     72
SLM Corp                              5.650%  12/15/29     74
SLM Corp                              5.650%  09/15/30     74
SLM Corp                              5.700%  03/15/29     75
SLM Corp                              5.700%  03/15/29     74
SLM Corp                              5.700%  03/15/29     74
SLM Corp                              5.700%  12/15/29     73
SLM Corp                              5.700%  03/15/30     70
SLM Corp                              5.750%  03/15/29     74
SLM Corp                              5.750%  03/15/29     74
SLM Corp                              5.750%  06/15/29     73
SLM Corp                              5.750%  09/15/29     74
SLM Corp                              5.750%  12/15/29     73
SLM Corp                              5.750%  03/15/30     73
SLM Corp                              5.750%  03/15/30     73
SLM Corp                              5.800%  12/15/29     71
SLM Corp                              5.850%  12/15/31     73
SLM Corp                              5.900%  09/15/29     74
SLM Corp                              6.000%  12/15/26     75
SLM Corp                              6.000%  12/15/31     71
Spacehab Inc                          5.500%  10/15/10     56
Spansion Llc                          2.250%  06/15/16     71
Special Devices                      11.375%  12/15/08     66
Spectrum Brands                       7.375%  02/01/15     72
Standard Pac corp                     6.000%  10/01/12     73
Standard Pac Corp                     6.250%  04/01/14     71
Standard Pacific                      6.500%  08/15/10     74
Standard Pac Corp                     6.875%  05/15/11     74
Standard Pac corp                     7.000%  08/15/15     71
Standard Pacific                      7.750%  03/15/13     75
Standard Pacific                      9.250%  04/15/12     56
Stanley-Martin                        9.750%  08/15/15     69
Tekni-Plex Inc                       12.750%  06/15/10     69
Tenet Healthcare                      6.875%  11/15/31     74
Times Mirror Co                       6.610%  09/15/27     61
Times Mirror Co                       7.250%  11/15/96     59
Times Mirror-New                      7.500%  07/01/23     68
Tom's Foods Inc                      10.500%  11/01/04      1
Tousa Inc                             7.500%  03/15/11     17
Tousa Inc                             7.500%  01/15/15     15
Tousa Inc                             9.000%  07/01/10     62
Tousa Inc                             9.000%  07/01/10     64
Tousa Inc                            10.375%  07/01/12     17
Trans Mfg Oper                       11.250%  05/01/09     50
TransTexas Gas                       15.000%  03/15/05      0
Tribune Co                            5.250%  08/15/15     69
True Temper                           8.375%  09/15/11     67
TXU Corp                              6.500%  11/15/24     74
TXU Corp                              6.550%  11/15/34     73
United Air Lines                      9.200%  03/22/08     49
United Air Lines                      9.350%  04/07/16     31
United Air Lines                      9.560%  10/19/18     54
United Air Lines                     10.020%  03/22/14     50
United Air Lines                     10.850%  02/19/15     30
Universal Stand                       8.250%  02/01/06      0
US Air Inc.                          10.700%  01/01/49      0
US Air Inc.                          10.800%  01/01/49      0
Venture Holdings                     12.000%  06/01/09      0
Vertis Inc                           13.500%  12/07/09     70
Vesta Insur Grp                       8.750%  07/15/25      2
Vicorp Restaurant                    10.500%  04/15/11     60
Wachovia Corp                         9.250%  04/10/08     60
Wachovia Corp                        12.500%  03/05/08     74
Wachovia Corp                        15.500%  12/05/07     68
WCI Communities                       6.625%  03/15/15     67
WCI Communities                       7.875%  10/01/13     70
Weirton Steel                        10.750%  06/01/05      0
Werner Holdings                      10.000%  11/15/07      0
William Lyon                          7.500%  02/15/14     61
William Lyon                          7.625%  12/15/12     63
William Lyon                         10.750%  04/01/13     66
Wimar Opco/Fin                        9.625%  12/15/14     74
Winstar Comm Inc                     10.000%  03/15/08      0
Winstar Comm Inc                     12.750%  04/15/10      0
Winstar Comm                         14.000%  10/15/05      0
Wornick Co                           10.875%  07/15/11     69
Ziff Davis Media                     12.000%  08/12/09     56


                             *********

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 ***