TCR_Public/071031.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, October 31, 2007, Vol. 11, No. 258

                             Headlines



ABS FOOD GROUP: Voluntary Chapter 11 Case Summary
AGILYSYS INC: Appoints Eileen M. Rudden as Board Member
ALASKA COMMS: Sept. 30 Balance Sheet Upside-Down by $28.3 Million
ALLTEL CORP: FCC Approves $27.5 Billion Atlantis Deal
ALPHARMA INC: Earns $15.1 Million in Third Quarter Ended Sept. 30

AMCAN CONSOLIDATED: CIT Terminates CDN$7 Million DIP Facility
AMCAN CONSOLIDATED: Monitor Supports Sale of 9 Hillyard Property
AMORTIZING RESIDENTIAL: Fitch Cuts Ratings on Three Certs. to B
ASAT HOLDINGS: Regains Nasdaq Listing Compliance
ASSET BACKED: Credit Reduction Cues S&P to Downgrade Ratings

ATLANTIC YARNS: Tight Access to Market Prompts Bankruptcy Filing
BAUSCH & LOMB: Completes Sale to Warburg Pincus for $4.5 Billion
BAUSCH & LOMB: Moody's Confirms and Will Withdraw Ratings
BAYONNE MEDICAL: Asset Sale Hearing to Be Held Today
BAYOU GROUP: Former Investors Want Part of $106MM Fund Reserved

BEAZER HOMES: Completes Consent Solicitation from Noteholders
BOMBARDIER INC: Balks at SAS Decision to Ground Q400 Aircrafts
BOMBAY CO: Court Approves Cooley Godward as Panel's Lead Counsel
BOMBAY CO: Committee Can Hire Forshey & Prostok as Local Counsel
BRAND ENERGY: Moody's Holds B2 Corporate Family Rating

BREEZE-EASTERN: Earns $800,000 in Quarter Ended September 30
BROTMAN MEDICAL: Taps Klee Tuchin as Bankruptcy Counsel
BROTMAN MEDICAL: Taps Kurtzman Carson as Claims & Noticing Agent
CAROL WHITE: Case Summary & Six Largest Unsecured Creditors
CASTLE ROCK: Judge Jennemann Confirms Plan of Reorganization

CHRYSLER LLC: UAW Members Ratify 2007 National Labor Agreement
CHRYSLER LLC: UAW's Narrow Approval Cues S&P to Retain Watch
CITIGROUP HOME: Fitch Lowers Class M5 Certs.' Rating to BB
CLAYTON HOLDINGS: S&P Revises Outlook to Stable from Positive
COLUMBIA AIRCRAFT: Court Okays Tonkon Torp as Bankruptcy Counsel

COLUMBIA AIRCRAFT: U.S. Trustee Amends Committee Appointment
COLUMBIA AIRCRAFT: Committee Hires McEwen Gisvold as Counsel
COVAD COMMS: Signs Definitive Agreement with Platinum Equity
CRDENTIA CORP: Completes $5 Mil. Private Placement Offering
CRDENTIA CORP: Completes $3.3 Million ATS Health Acquisition

CSK AUTO: Weak Performance Cues S&P to Cut Credit Rating to B
DELPHI CORP: Amends Chapter 11 Reorganization Plan
DUNE ENERGY: Commences $300MM Exchange Offer for 10-1/2% Notes
FANNIE MAE: Fitch Lowers $1.9MM Class B-3 Certs.' Rating to BB
FHC HEALTH: S&P Removes 'B' Credit Rating from Negative Watch

FORD CREDIT: S&P Places 'BB' Rating Under Positive CredtiWatch
FOUR POINTS: Case Summary & 20 Largest Unsecured Creditors
FRED WEBB: Case Summary & 14 Largest Unsecured Creditors
GAP INC: Issues Statement on Child Labor Allegations
GATEHOUSE MEDIA: To Buy Morris Publications for $115 Million

GENCORP INC: Fitch Affirms and then Withdraws Ratings
GLOBAL POWER: Sells Braden's Asset to Prestige for $575,000
HAWTHORNE GRANDE: Case Summary & 20 Largest Unsecured Creditors
HOST HOTELS: Christopher J. Nassetta Resigns as President and CEO
ISOTIS INC: Stockholders Approve Sale of Company to Integra

JAYS FOODS: Gets Interim OK to Access $25.4 Mil. LaSalle DIP Fund
JFK MEDICAL: Poor Performance Cues Moody's to Cut Ratings
JOYCE DON: CFI Wants Chapter 11 Case Dismissed on Bad Faith
KELLWOOD COMPANY: Robert Siegel Joins the Board of Directors
KHALED ANBER: Voluntary Chapter 11 Case Summary

KITTY HAWK: Section 341(a) Meeting Scheduled on November 14
KITTY HAWK: U.S Trustee Appoints Nine-Member Creditors Committee
LAFAYETTE NEIGHBORHOOD: Section 341(a) Scheduled on November 16
LIONEL LLC: Court Says Disclosure Statement is "Adequate"
LIONEL LLC: Plan Confirmation Hearing Slated for January 31

MACTARA LIMITED: Files Protection from Creditors Under CCAA
MAGNA ENTERTAINMENT: Completes $20 Million Private Placement
MATTHEWS BROTHERS: Risks Bankruptcy Filing Amid Housing Slump
MEDICOR LTD: Exclusive Plan Filing Period Extended Until Dec. 26
MICHAELS STORES: S&P Holds B Rating and Revises Outlook to Pos.

MICRON TECHNOLOGY: Appoints Robert L. Bailey as Director
MORGAN STANLEY: Fitch Holds Low-B Ratings on Six Cert. Classes
MOVIE GALLERY: U.S. Trustee Amends Creditors Committee Composition
MOVIE GALLERY: Wants Lease Rejection Procedures Approved
MOVIE GALLERY: Wants to Perform Under Sopris Lock Up Agreement

MUHLENBERG REGIONAL: Moody's Lowers Bond's Rating to Ba1
NEW ORLEANS: S&P Rates $74 Million Public Improvement Bonds at BB
O'NEIL THEATRES: Case Summary & 20 Largest Unsecured Creditors
PAC-WEST TELECOMM: Plan Confirmation Hearing Moved to November 8
PHARMED GROUP: Plans to Downsize Through Bankruptcy

PHILLIP BALL: Case Summary & Three Largest Unsecured Creditors
PIER 1: S&P Withdraws All Ratings at Company's Request
POPE & TALBOT: CCAA Protection Cues S&P to Put Default Ratings
POPE & TALBOT: Moody's Cuts Corporate Family Rating to Ca
PUGET ENERGY: Macquarie Deal Cues Moody's to Review Ratings

RESOURCE EQUITY: Case Summary & Four Largest Unsecured Creditors
SALOMON BROTHERS: Fitch Cuts Class MV-4 Certs.' Rating to BB
SAMARITAN HOSPITAL: Moody's Rates 2007 Fixed Rate Bonds at B1
SAMSONITE CORP: Completed CVC Deal Cues S&P to Withdraw Ratings
SASCO MORTGAGE: Fitch Cuts Class B Certs.' Rating to BB-

SCO GROUP: Court Approves Berger Singerman as Co-Counsel
SCO GROUP: Gets Court OK to Hire Pachulski Stang as Co-Counsel
SECURE COMPUTING: Posts $10.1 Million in Quarter Ended Sept. 30
STELCO INC: Gets Regulatory Nods for Acquisition by U.S. Steel
STRUCTURED ASSET: Fitch Takes Rating Actions on Six Deals

SUPERMERCADOS BONANZA: Case Summary & 35 Largest Unsec. Creditors
SUSSER HOLDINGS: Units Plan to Offer $150 Million Senior Notes
SUSSER HOLDINGS: Moody's Confirms B1 Corporate Family Rating
SUSSER HOLDINGS: S&P Affirms 'B+' Corporate Credit Rating
TERWIN MORTGAGE: Moody's Rates Class B-1 Certificates at Ba2

TWEETER HOME: Committee Wants to Pursue Potential Actions
TWEETER HOME: Wants to Assume & Assign Mitsubishi Contract
TWEETER HOME: Zurich Group Wants to Terminate Insurance Policies
ULTITEK LTD: Sept. 30 Balance Sheet Upside-Down by $796,924
URBAN DEVELOPERS: Case Summary & 20 Largest Unsecured Creditors

URS CORP: Postpones Special Stockholders Meeting to November 9
UTIX GROUP: June 30 Balance Sheet Upside-Down by $2.7 Million
VALERO ENERGY: R. Marcogliese Promoted to Chief Operating Officer
VENTAS INC: Lisa M. Brush Joins as Senior Vice President
VISANT HOLDING: Moody's Changes Outlook to Stable from Developing

WASHINGTON MUTUAL: Fitch Junks Rating on Class B-5 Certificates
WELLCARE HEALTH: Shares Hit 3-Year Low on Halted Expansion Plans
WELLS FARGO: Fitch Assigns Low-B Ratings on Two Cert. Classes
WELLS FARGO: Fitch Assigns Low-B Ratings on Two Cert. Classes
WESTWAYS FUNDING: Fitch Downgrades Ratings on Two Note Classes

WESTWAYS FUNDING: Fitch Lowers Ratings on Three Note Classes
WILD WEST: Court Ups Post-Petition Loan Limit to $200,000

* Upcoming Meetings, Conferences and Seminars



                             *********

ABS FOOD GROUP: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: A.B.S. Food Group, Inc.
        t/a Thirsty Moose
        201 Strykers Road, Suite 19 #212
        Phillipsburg, NJ 08865

Bankruptcy Case No.: 07-25755

Type of Business: The Debtor owns and operates restaurants.

Chapter 11 Petition Date: October 29, 2007

Court: District of New Jersey (Trenton)

Judge: Raymond T. Lyons Jr.

Debtor's Counsel: Alexander J. Rinaldi, Esq.
                  Salny, Redbord and Rinaldi
                  9 Eyland Avenue at Route 10
                  Succasunna, NJ 07876
                  Tel: (973) 584-1520
                  Fax: (973) 584-5377

Estimated Assets: Unstated

Estimated Debts:  Unstated

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


AGILYSYS INC: Appoints Eileen M. Rudden as Board Member
-------------------------------------------------------
Agilysys Inc. reported that Eileen M. Rudden has been appointed to
its nine-member board of directors to fill the vacancy created by
the retirement of Thomas C. Sullivan.

Ms. Rudden, 57, succeeds Mr. Sullivan, 70, who retired on
Oct. 24, 2007, after 23 years of service on the board.

Ms. Rudden most recently served as vice president and general
manager of the Unified Communications Division of Avaya Inc., a
$5.1 billion provider of communications systems.  Avaya designs,
builds and manages communications networks for more than 1 million
businesses worldwide, and is a global leader in secure and
reliable Internet Protocol telephony systems and communications
software applications and services.

Before joining Avaya, Ms. Rudden was a 14-year veteran of IBM's
Lotus Software unit, where she was senior vice president and
general manager responsible for Lotus Notes and Domino, the
leading e-mail and groupware provider.  Under her leadership,
revenue for Lotus Notes/Domino tripled to $700 million worldwide
while users grew from 5 million to 50 million in four years.

Before joining Lotus Development in 1986, she was a director at
Wang Laboratories and a manager at The Boston Consulting Group.
Ms. Rudden is also the former CEO of FairMarket Inc., which was
sold to eBay.

She currently serves as a trustee of Brown University, where she
is the chair of the audit committee and a member of the advisory
and executive committee.  From 1999 until May of 2007, Rudden
served as board member and audit committee member at John H.
Harland Company, recently sold to M&F Worldwide.

Between 1996 and 2004, Ms. Rudden was a trustee of Lesley
University, serving as treasurer, chair of the finance committee
and chair of the audit committee during her tenure.

Ms. Rudden is a member of the advisory board of the Pew Charitable
Trust's Internet and American Life Project, as well as the
Massachusetts Business Alliance for Education.

A graduate of Brown University, Ms. Rudden also earned a master's
degree in business administration from Harvard University.

"Eileen's vast knowledge of the information technology solutions
business will be an invaluable asset to our board and our company
as we continue our growth as a leading provider of IT solutions,"
said Arthur Rhein, chairman, president and chief executive
officer.  "I am confident that Eileen's contributions to the board
will be felt immediately."

Mr. Sullivan, chairman of RPM International Inc., was an Agilysys
board member from 1984 through October 2007.  "On behalf of the
board, our shareholders and the entire management team, I would
like to thank Tom for his years of dedicated service to Agilysys,"
Mr. Rhein said.  "His extensive knowledge regarding mergers and
acquisitions and his business insight have been of immense help as
we mapped our strategic transformation.  We greatly appreciate his
many contributions."

                   About Agilysys Inc

Based in Mayfield Heights, Ohio, Agilysys Inc. (Nasdaq: AGYS) --
http://www.agilysys.com/-- is one of the distributors and     
resellers of enterprise computer technology solutions.  The
company is delivering complex server and storage hardware,
software and services to resellers, large and medium-sized
corporate customers, well as public-sector clients across a
diverse set of industries.  In addition, the company provides
customer-centric software applications and services focused on the
retail and hospitality markets.  Agilysys has sales offices
throughout the United States and Canada.

                          *     *     *

Standard and Poor's placed Agilysys Inc.'s long-term foreign and
local issuer credit ratings at "BB-" in October 2004.  The ratings
still hold to date.


ALASKA COMMS: Sept. 30 Balance Sheet Upside-Down by $28.3 Million
-----------------------------------------------------------------
Alaska Communications Systems Group Inc. reported financial
results for its third quarter and nine months ended Sept. 30,
2007.  

The company's consolidated balance sheet at Sept. 30, 2007, showed
$557.1 million in total assets and $585.4 million in total
liabilities, resulting in a $28.3 million total shareholders'
deficit.

The company posted net income of $10.7 million for the third
quarter of 2007, compared to net income of $8.7 million during the
third quarter of 2006.  

Revenues were $99.8 million, a 10.5% increase over third quarter
2006 revenues of $90.4 million.

Operating income increased 15.8% to $18.6 million compared to
third quarter 2006 operating income of $16.0 million.
   
"As we announce strong third quarter results-double digit top and
bottom line growth-and increase guidance for the year, we also
mark today as the three year anniversary of initiating the ALSK
dividend and the commitment to a major investment into a new line
of business at ACS designed to continue the track record of
significant shareholder value creation," said Liane Pelletier, ACS
president, chief executive officer and chair.

"Over the last three years, ACS has grown revenue by $70 million,
or 23%, and EBITDA by $25 million, or 25%, largely due to a
strategic investment to bring third generation CDMA wireless
service to the Alaskan market when penetration was estimated at a
low 49%.  With statewide penetration now at approximately 67%, ACS
clearly succeeded in capturing growth with targeted investment and
quality execution.  In the third quarter 2007, wireless comprised
37% of total company sales and 49% of company EBITDA."

"The next growth engine for ACS will be in the enterprise market,
including carrier and government, where needs for end-to-end data
and voice solutions span Alaska and the Lower 48.  Building a
submarine fiber with superior performance characteristics, diverse
routing and the most modern and cost effective technology
positions ACS to compete profitably in a $200 million and growing
market.  ACS has been participating in this market for some time;
in fact, much of the wireline growth in the third quarter and
year-to-date comes from new sales to Lower 48 carriers and large
commercial accounts," added Pelletier.

EBITDA was $36.1 million, an increase of 11.2%, compared to $32.5
million for the year-ago period.  Third quarter 2007 performance
includes $1.0 million in non-recurring expense benefits.

Net cash provided by operating activities increased to
$31.1 million, or 16.4%, compared to $26.7 million of net cash in
the same period a year ago.

David Wilson, ACS senior vice president and chief financial
officer, said, "The business continued to perform ahead of
expectations in the third quarter with double digit percentage
gains in revenue, EBITDA and cash from operations over the prior
year quarter.  We remain focused on ARPU growth in our traditional
subscriber-based business with wireless and retail local line ARPU
growing 5.5% and 1.9%, respectively, over the prior year.
Complementing the success in our traditional subscriber-based
business is our focus on the strategically important enterprise
market, where revenues grew by 70% to $6.5 million.  Given year-
to-date performance, we are increasing annual guidance today for
revenue, EBITDA and capital expenditures."

"Our focus on capturing profitable growth in strategic telecom
segments, while stringently managing our cost base through our
process improvement initiatives, continues to drive cash flow
expansion with cash from operations reaching $31.1 million for the
quarter, up 16.4% over the prior year.  Major investments and uses
of cash in the quarter included capital expenditures of
$15.9 million, comprising $9.7 million in maintenance capital and
$6.2 million in growth capital expenditures, $4.2 million in debt
redemptions, and $9.2 million in dividend payments," added Wilson.

"We are comfortably positioned to fund our long haul fiber
investment, having closed the quarter with $41.8 million in
unrestricted cash, full access to our $45 million revolver, a net
debt to EBITDA leverage ratio of only 3.0 times, and a dividend
payout ratio of less than 60%," concluded Wilson.

                   Nine Months Financial Review

For the nine months ended Sept. 30, 2007, total revenues were
$283.6 million, which represented a 9.9% increase over revenues of
$258.1 million for the same period last year.  Net income for the
nine months ended Sept. 30, 2007, was $25.3 million, compared to
net income of $13.9 million in the same period in 2006.  Net cash
provided by operating activities for the first nine months of 2007
was $77.7 million, compared to $64.6 million in the same period in
2006.  EBITDA for the nine months ended Sept. 30, 2007, was
$101.0 million, an increase of 11.1% from $90.9 million in the
same period last year.

                      2007 Business Outlook

For the full-year 2007, ACS is increasing its revenue, EBITDA and
capital expenditure guidance.  Revenues are now expected to be in
the range of $370 million to $375 million versus prior guidance of
$360 million to $370 million, EBITDA to be in the range of
$128 million to $130 million versus prior guidance of $120 million
to $124 million, and capital expenditures are expected to be
approximately $67 million versus prior guidance of approximately
$46 million.  ACS is increasing its maintenance capital
expenditure guidance to a range of $37 million to $39 million
versus prior guidance of $37 million and its growth capex guidance
to $29 million versus $9 million with the increase in growth capex
guidance solely attributable to its long haul fiber investment.
ACS is reaffirming its cash interest expense guidance which is
expected to be approximately $27 million.

                   About Alaska Communications

Headquartered in Anchorage, Alaska, Alaska Communications Systems
Group Inc. (Nasdaq: ALSK) -- http://www.alsk.com/-- is an  
integrated communications provider in Alaska, offering local
telephone service, wireless, long distance, data, and Internet
services to business and residential customers throughout Alaska.


ALLTEL CORP: FCC Approves $27.5 Billion Atlantis Deal
-----------------------------------------------------
Alltel Corp. disclosed that the Federal Communications Commission
has approved the proposed acquisition of Alltel by Atlantis
Holdings, LLC, a holding company for certain investment funds
ultimately controlled by the principals of TPG Capital, L.P. and
The Goldman Sachs Group, Inc.

As reported in the Troubled Company Reporter on May 22, 2007,
Alltel signed a definitive merger agreement to be acquired by
Atlantis, in a transaction valued at $27.5 billion.

The FCC found that the acquisition of ALLTEL by Atlantis will
serve the public interest, convenience, and necessity.  The
transaction will not result in competitive harm in the mobile
telephony market because it will not reduce the number of wireless
service providers in the markets where ALLTEL operates.  Also,
this transaction will provide ALLTEL with additional capital,
enabling the company to acquire additional spectrum and make the
significant infrastructure investments necessary to rapidly deploy
advanced services to rural consumers.  

Alltel expects the merger to close before Thanksgiving Day, Nov.
22, 2007.  At close, Alltel shareholders will receive $71.50 per
share in cash.

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

                         *     *     *

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

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


ALPHARMA INC: Earns $15.1 Million in Third Quarter Ended Sept. 30
-----------------------------------------------------------------
Alpharma Inc. disclosed Monday results for its third quarter ended
Sept. 30, 2007.

The company reported net income of $15.1 million for the third
quarter ended Sept. 30, 2007, compared with net income of
$17.0 million for the same period last year.  Revenue of
$175.8 million in the third quarter of 2007 increased 6.4% versus
the third quarter of 2006, driven principally by gains in the
company's pharmaceuticals business.  Operating income in the third
quarter of 2007 was $19.7 million, a decrease of $2.5 million
compared to last year's third quarter, reflecting $6.5 million of
increased research and development spending, primarily related to
the company's abuse-deterrent pain product platform in its
pharmaceuticals business.

"Third quarter operational results were once again strong, with
revenue growth in our pharmaceuticals business of 22%," commented
Dean Mitchell, Alpharma's president and chief executive officer.
"We also made important progress in the third quarter towards
strengthening and diversifying our pharmaceuticals pipeline with
the announcement of two major licensing agreements that give us
access to novel, exciting approaches to pain treatment.  Our abuse
deterrent clinical programs are proceeding well and we expect to
announce results in the next several weeks.  We believe we now
have a robust product pipeline that we expect to deliver
sustainable growth over the long-term, establishing Alpharma as a
leading provider of innovative pain products."

Earnings before interest, taxes, depreciation, and amortization in
the third quarter of 2007 were $33.4 million and free cash flow
was $9.2 million.  Through the first nine months of 2007, EBITDA
totaled $94.4 million and the company generated $23.3 million of
free cash flow.

The company's effective tax rates for the third quarters of 2007
and 2006 were 33% and 35%, respectively.  The company expects its
full year 2007 tax rate to be approximately 35%.  This rate
excludes the impact of the initial October 2007 payment, and any
additional milestone payments, related to the company's licensing
agreement with IDEA, for which no tax benefits are expected to be
recorded in 2007.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$1.30 billion in total assets, $522.1 million in total
liabilities, and $777.7 million in total shareholders' equity.

                       About Alpharma Inc.

Headquartered in  Bridgewater, New Jersey, Alpharma Inc. (NYSE:
ALO) -- http://www.alpharma.com/-- is a global specialty  
pharmaceutical company.  Alpharma is presently active in more than
60 countries.  Alpharma has a growing branded pharmaceutical
franchise in the U.S. pain market with its KADIAN(R)Capsules, and
an innovative pharmaceutical product pipeline that consists of
several novel approaches to treat pain, including the FLECTOR(R)
Patch, which is expected to launch in early 2008.  In addition,
Alpharma is also a producer of several specialty pharmaceutical-
grade bulk antibiotics and is internationally recognized as a
leading provider of pharmaceutical products for poultry and
livestock.

                          *     *     *

Alpharma Inc. still carries Standard & Poor's Ratings Services  
'B+' long term foreign issuer credit and long-term local issuer
credit ratings which were placed on March 23, 2007.  The outlook
is stable.


AMCAN CONSOLIDATED: CIT Terminates CDN$7 Million DIP Facility
-------------------------------------------------------------
CIT Business Credit Canada Inc. terminated its CDN$7 million
debtor-in-possession financing agreement with Amcan Consolidated
Technologies Corp. and its debtor-affiliates after work stoppages
at Amcan's Hamilton plant early this month and with Amcan now
winding down its operations.

The Debtors had needed the financing due to a liquidity crisis and
lack of sufficient funds to pay for operational expenses, based on
their cash projections from Sept. 7, 2007 through Dec. 7, 2007.  
Amcan had proposed that Grenville and Flamborough will each
guarantee the obligations of Amcan related to the DIP facility.

             Hamilton Work Stoppage and Winding Down

Earlier, Amcan's key customers had an agreement with Amcan
regarding the level of customer support needed to sustain
operations on a going concern basis.  Amcan had provided a draft
accommodation agreement on Sept. 25, 2007, to which the key
customers did not agree and indicated plans to resource supplies
from other suppliers, instead.

Amcan concluded that without revenues from key customers, its
operations at the Hamilton plant are not viable, even in the short
term.  On Oct. 9, 2007, Amcan convened a conference call with key
customers' representatives for an orderly transition of parts
production to new suppliers, and as a consequence, the wind down
of Amcan's operations.  With the lack of sufficient liquidity,
Amcan requested its key customers to fund the orderly wind down
costs of the company.

On Oct. 11, 2007, American Axle & Manufacturing Holdings Inc. and
Magna International Inc. advised that they do not require any
further production from Amcan.  Chrysler LLC, on the other hand,
said it requires ongoing production from Amcan to meet current
production requirements and to build inventory bank in support of
transitioning production to a new supplier.

Amcan's die casting plant in Hamilton, Ontario employed about 59
salaried and 139 hourly workers.  The hourly workers are members
of the United Steel Workers of America Union, Local 4153.  Amcan
and the Union had a collective bargaining agreement with respect
to the hourly workers at the Hamilton plant which expired on
Oct. 18, 2007.

The hourly employees at the Hamilton plant began an unauthorized
work stoppage in the evening of Oct. 10, 2007.  As a result,
Amcan, its ultimate parent, Honsel International Technologies SA
and certain of its key customers, including Chrysler, Magna and
American Axle met with Union representatives to resolve the work
stoppage.  The discussions, however, did not result in the
negotiation of an agreement satisfactory to the Union.  Hence,
each of the key customers were granted by the Court on Oct. 12,
2007, among others, permission to access Amcan's Hamilton plant in
order to remove its inventory and tooling.

               Proposals to Resolve Work Stoppage

Following the issuance of the Court order, Amcan and its monitor,
Ernst & Young Inc., together with key customers and Honsel,
drafted a new proposal which provides that parties contribute to a
fund that would address certain of the economic issues raised by
the Union and funding for Amcan's organized wind-down of
operations.

However, the Union said that the new proposal hadn't addressed
several of its requirements and thus, refused to cease the
unauthorized work stoppage.  As a result, the Union drafted a
counter proposal which the parties reviewed.  The negotiations
were finalized on Oct. 14, 2007, and the Union members, after a
brief meeting with its leader, returned to work.  However,
salaried workers initiated an unauthorized work stoppage despite
Amcan's advise to meet with them on October 15.  This work
stoppage effectively precluded any significant restart of the
company's operations.  Amcan negotiated with its salaried
employees which resulted in terms substantially the same as those
agreed to with the Union.

As reported in the Troubled Company Reporter on Oct. 15, 2007,
members of the United Steelworkers are occupying the Hamilton
operation of Amcan, where company officials said on Oct. 10, 2007,
they would not consider restructuring under the Companies
Creditors Arrangement Act and would instead liquidate the plant.  
On October 15, USW Ontario/Atlantic Director Wayne Fraser, who is
in the plant lead a campaign demanding that Amcan provide
assurances for Union members to receive adequate severance and
pension.

While Amcan has been operating under CCAA protection for nearly a
month, it has not said exactly when it plans to proceed with
liquidation.

                     About Amcan Consolidated

Amcan Consolidated Technologies Corp. is based in Hamilton,
Ontario and is the parent company of Grenville Castings Limited
and Flamborough Tool and Mould Ltd.  Amcan and Flamborough operate
in the Hamilton and Burlinton region.  Amcan is engaged in the
production of parts for the light truck and passenger vehicle
market.  Amcan is a wholly-owned subsidiary of ACT Holdings SA, a
Belgian company, which is, in turn a subsidiary of Honsel
International Technologies SA, also a Belgian company.  
Flamborough is a tool and mould manufacturer and machine shop,
which supplies products and machining services primarily to Amcan.  
Smith Falls, Ontario-based Grenville Castings --
http://www.grenvillecastings.com/-- is a privately held North  
American manufacturer of low pressure and permanent mold aluminum
castings.  The company, established in 1945, operates three
manufacturing facilities with a total plant size of 110,000 sq.
ft. in Ontario, Canada.  Grenville has about 300 employees and has
estimated sales between $1 million and $10 million.  The company's
major clients include General Motors, Ford Motor, Chrysler, Trench
Electric, and Bombardier.

Amcan and its two wholly owned subsidiaries were granted
protection under the Companies' Creditors Arrangement Act by the
Ontario Superior Court of Justice through an initial order dated
Sept. 11, 2007.  The Debtors sought protection from their
creditors while the companies restructure their affairs under the
CCAA.  The initial order appointed Ernst & Young Inc. as monitor
of the property and business of the Debtors.


AMCAN CONSOLIDATED: Monitor Supports Sale of 9 Hillyard Property
----------------------------------------------------------------
Ernst & Young Inc. as monitor to Amcan Amcan Consolidated
Technologies Corp. and its debtor-affiliates recommends that the
Ontario Superior Court of Justice approve the Debtors' proposal to
sell its 9 Hillyard Property as the Debtors wind down their
businesses.

The 9 Hillyard property is a two-storey building located across
Amcan's Hamilton plant at 9 Hillyard Street.

Amcan decidedto place the property for sale and entered into a
listing agreement with J.J. Barnicke Limited as real estate agent
on April 20, 2007.  The listing will expire Wednesday.

Barnicke has agreed to a commission of 2.5% of the transaction
value.  No offers were received through Barnicke.

Baresa Cabinets Inc., shortly after Amcan's bankruptcy filing,
expressed interest in the property and submitted an offer to
purchase on Sept. 26, 2007, which Amcan accepted.

The offer to purchase, subject to Court approval, provided, among
others, that Amcan may enter into a 12-month lease of the first
floor reception area and the second floor office space.  Under the
terms of a sale agreement between the parties, no rent is payable
during the first six months and $5,000 per month is payable
thereafter.

Cushman & Wakefiled Lepage Inc. appraised the property.

Considering that the debtor-in-possession facility from CIT
Business Credit LLC has been terminated, there are no amounts owed
to the DIP lender.  Hence, the monitor concurs with Amcan's
request for authority to distribute the proceeds of the sale to
Honsel International Technologies SA, Amcan's largest secured
lender and ultimate parent.

On the other hand, the Court had given Amcan Consolidated
Technologies Corp. and its wholly-owned subsidiaries, Grenville
Castings Limited and Flamborough Tool and Mould Ltd. further
extension of the stay of their bankruptcy proceedings granted
under the initial order to Nov. 26, 2007.

                     About Amcan Consolidated

Amcan Consolidated Technologies Corp. is based in Hamilton,
Ontario and is the parent company of Grenville Castings Limited
and Flamborough Tool and Mould Ltd.  

Amcan and Flamborough operate in the Hamilton and Burlinton
region.  Amcan is engaged in the production of parts for the light
truck and passenger vehicle market.  Amcan is a wholly-owned
subsidiary of ACT Holdings SA, a Belgian company, which is, in
turn a subsidiary of Honsel International Technologies SA, also a
Belgian company.  Flamborough is a tool and mould manufacturer and
machine shop, which supplies products and machining services
primarily to Amcan.  Smith Falls, Ontario-based Grenville Castings
-- http://www.grenvillecastings.com/-- is a privately held North  
American manufacturer of low pressure and permanent mold aluminum
castings.  The company, established in 1945, operates three
manufacturing facilities with a total plant size of 110,000 sq.
ft. in Ontario, Canada.  Grenville has about 300 employees and has
estimated sales between $1 million and $10 million.  The company's
major clients include General Motors, Ford Motor, Chrysler, Trench
Electric, and Bombardier.

Amcan and its two wholly owned subsidiaries were granted
protection under the Companies' Creditors Arrangement Act by the
Ontario Superior Court of Justice through an initial order dated
Sept. 11, 2007.  The Debtors sought protection from their
creditors while the companies restructure their affairs under the
CCAA.  The initial order appointed Ernst & Young Inc. as monitor
of the property and business of the Debtors.


AMORTIZING RESIDENTIAL: Fitch Cuts Ratings on Three Certs. to B
---------------------------------------------------------------
Fitch took rating actions on these Amortizing Residential
Collateral mortgage pass-through certificates:

Series 2002-BC1:

   -- Class A affirmed at 'AAA';
   -- Class M1 downgraded to 'A-' from 'AA-';
   -- Class M2 downgraded to 'BB+' from 'BBB';
   -- Class B downgraded to 'BB+' from 'BBB'.

Series 2002-BC3:

   -- Class A affirmed at 'AAA';
   -- Class M1 affirmed at 'AA';
   -- Class M2 downgraded to 'BBB' from 'A';
   -- Class B-1 downgraded to 'BB+' from 'BBB-'.

Series 2002-BC7:

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

   -- Class B-2 downgraded to 'B' from 'BB', and placed on
      Rating Watch Negative;

   -- Class B-3 downgraded to 'B' from 'BB', and placed on
      Rating Watch Negative.

Series 2002-BC8:

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

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect about $195.97 million
in outstanding certificates.  The negative rating actions reflect
deterioration in the relationship between CE and expected losses,
and affect about $73.81 million in outstanding certificates.

With the exception of series 2002-BC3, the negative rating actions
are a result of excess spread exceeding realized losses for at
least six of the past 12 months.  This has prevented the
overcollateralization amounts to maintain their target values.

The pool factors (current collateral balance as a percentage of
original collateral balance) range from about 5% to 7%, and are
seasoned in a range of 59 months to 66 months.  The amount of
delinquencies in the 60+ buckets (includes Foreclosure, Real
Estate Owned, and Bankruptcy) range from about 30% to 45.2%, and
have cumulative losses that range from about 1.34% to 2.42%.

The mortgage pools consist of conventional, fixed rate, fully
amortizing and balloon, first and second lien residential mortgage
loans.  The mortgage loans were acquired by Lehman Brothers
Holdings Inc. from various banks and other mortgage lending
institutions and are master serviced by Aurora Loan Services Inc.,
which is rated 'RMS1-' by Fitch.


ASAT HOLDINGS: Regains Nasdaq Listing Compliance
------------------------------------------------
ASAT Holdings Limited received a Nasdaq Staff Letter, dated
Oct. 25, 2007, advising that the company regained compliance with
the $1 minimum bid price requirement for continued listing found
in Nasdaq Marketplace Rule 4320(e)(2)(E)(ii).
    
On July 30, 2007, Nasdaq notified the company that its American
Depositary Shares failed to maintain the minimum bid price of $1
over the previous 30 consecutive business days as required by the
Nasdaq Marketplace Rules.

Since then, the closing bid price of the company's American
Depositary Shares has been at $1 per share or greater for at
least 10 consecutive business days.  Therefore, the company was
informed by Nasdaq that this matter is now closed.
    
Headquartered in Pleasanton, California, ASAT Holdings Limited
(Nasdaq: ASTT) -- http://www.asat.com/-- is a provider of       
semiconductor package design, assembly and test services.  With
18 years of experience, the company offers a definitive selection
of semiconductor packages and world-class manufacturing lines.  
ASAT's advanced package portfolio includes standard and high
thermal performance ball grid arrays, leadless plastic chip
carriers, thin array plastic packages, system-in-package and flip
chip.  ASAT was the first company to develop moisture sensitive
level one capability on standard leaded products.  The company has
operations in the United States, Hong Kong, China and Germany.

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

                          *     *     *

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


ASSET BACKED: Credit Reduction Cues S&P to Downgrade Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M3 and M4 asset-backed certificates issued by Asset Backed
Securities Corp. Home Equity Loan Trust Series 2003-HE1.

At the same time, S&P removed its rating on class M3 from
CreditWatch with negative implications.  The rating on class M4
from Asset Backed Securities Corp. Home Equity Loan Trust Series
2002-HE3 remains on CreditWatch with negative implications.  
Concurrently, S&P affirmed its ratings on the remaining three
classes from these two series.
     
The downgrade of class M3 from series 2003-HE1 reflects 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).  The monthly average loss for this series
was approximately $347,556 over the past 12
months, while monthly excess spread averaged $37,495.  Severe
delinquencies make up 15.36% (approximately $8,784,230) of the
current balance, and class M3 currently has $2,429,997 in
subordination.  S&P downgraded class M4 to 'D' because it has
taken $1,357,315 in principal write downs.  Series 2002-HE3
contains two loan groups.  All of the classes rated by Standard &
Poor's in loan group 2 have been paid off.  The rating on class M4
from loan group 1 remains on CreditWatch negative because of
decreasing credit support.  Overcollateralization, which is now
below its target, has decreased by an average of $172,332 per
month over the past 12 months.  S&P will continue to monitor this
transaction and may take further negative action if performance
continues to deteriorate.
     
S&P removed the rating on class M3 from series 2003-HE1 from
CreditWatch because S&P lowered it 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.
     
The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.
     
Subordination, overcollateralization, and excess spread provide
credit support for these transactions.  The collateral supporting
these series consists primarily of fixed- and adjustable-rate
mortgage loans secured by first and second liens on one- to four-
family residential properties.

      Rating Lowered and Removed from Creditwatch Negative

      Asset Backed Securities Corp. Home Equity Loan Trust

                                        Rating
                                        ------
              Series       Class     To        From
              ------       -----     --        ----
              2003-HE1     M3        CCC       B/Watch Neg

                         Rating Lowered

      Asset Backed Securities Corp. Home Equity Loan Trust

                                        Rating
                                        ------
              Series       Class     To        From
              ------       -----     --        ----
              2003-HE1     M4        D         CCC

            Rating Remaining on Creditwatch Negative

      Asset Backed Securities Corp. Home Equity Loan Trust

                 Series      Class     Rating
                 ------      -----     ------
                 2002-HE3    M4        B/Watch Neg

                      Ratings Affirmed

      Asset Backed Securities Corp. Home Equity Loan Trust

                 Series      Class     Rating
                 ------      -----     ------
                 2002-HE3    M2        A
                 2002-HE3    M3        BBB
                 2003-HE1    M2        A


ATLANTIC YARNS: Tight Access to Market Prompts Bankruptcy Filing
----------------------------------------------------------------
Atlantic Yarns Inc. and Atlantic Fine Yarns have filed for
bankruptcy protection, CBC Canada News reports.  The companies and
a certain trustee met with representatives of the Communications,
Energy and Paperworkers Union of Canada yesterday to negotiate
about future concerns, the report relates.

Union representative Pat Roy reveals that at that meeting, workers
were told of the companies' need to restructure and that within 30
days, the companies will determine whether to cut jobs or close
down mills, the news adds.

Company officials indicated that the difficulties in competing in
the world market were caused by the Canadian dollar's rise against
the U.S. dollar, the report relates, citing Mr. Roy.

Greg Byrne, minister for Business News Brunswick says that a
pending trade agreement with Peru or Columbia could help the
companies gain access to foreign markets, BBC news relates.

Atlantic Yarns has receive aloans and guarantees of about
$37.0 million while Atlantic Fine Yarns got around $41.5 million,
according to Business New Brunswick spokeswoman Sarah Ketcheson,
the report says.

New Brunswick, Ontario-based Atlantic Yarns Inc. manufactures
cotton and poly cotton yarns.  The company produces contamination
free yarn using cotton from the United States.  It produces open
end and ring spun carded and combed yarns.  The company generates
annual sales of $10 million to $50 million.  Atlantic Yarns and
Atlantic Fine Yarns are sister companies and have been receiving
subsidy from provincial taxpayers since they opened in 1998.


BAUSCH & LOMB: Completes Sale to Warburg Pincus for $4.5 Billion
----------------------------------------------------------------
Affiliates of Warburg Pincus have completed the acquisition of
Bausch & Lomb Inc. for a total purchase price of approximately
$4.5 billion, including approximately $830 million of debt.

"With a strong and supportive partner in Warburg Pincus, we are
well-positioned to create new opportunities for Bausch & Lomb and
advance our leadership in the eye health industry," Ronald L.
Zarrella, chairman and CEO of Bausch & Lomb, said.  "Our customers
will continue to receive high levels of service, product quality
and innovation, and our commitment to serving their needs remains
steadfast.  On behalf of Bausch & Lomb's management and Board of
Directors, I want to thank our shareholders and hard-working
employees for their support throughout this process."

"We're delighted to be partners with Bausch & Lomb, a global
leader in vision care, ophthalmic devices and pharmaceuticals,"
Elizabeth H. Weatherman, a Warburg Pincus Managing Director, said.  
"We look forward to helping the company build upon its rich
heritage and premier brand in ophthalmology."

Bausch & Lomb stock will cease to trade on the New York Stock
Exchange at market close on October 26 and will be delisted.

Under the terms of the agreement, Bausch & Lomb shareholders are
entitled to receive $65.00 in cash for each share of Bausch & Lomb
common stock that they hold.  Letters of transmittal allowing
Bausch & Lomb shareholders of record to deliver their shares to
the paying agent in exchange for payment of the merger
consideration will be distributed shortly after the closing.  
Shareholders of record should be in receipt of the letter of
transmittal before surrendering their shares.  Shareholders who
hold shares through a bank or broker will not have to take any
action to have their shares converted into cash, as such
conversions will be handled by the bank or broker.

Morgan Stanley acted as financial advisor to the Special Committee
of the Bausch & Lomb Board of Directors and delivered a fairness
opinion to the Special Committee.  Wachtell Lipton Rosen & Katz
acted as legal counsel to the Special Committee in this
transaction.  Banc of America, Citi, Credit Suisse and JPMorgan
served as financial advisors to Warburg Pincus and arranged the
debt financing for the transaction, and Cleary Gottlieb Steen &
Hamilton LLP acted as legal advisor to Warburg Pincus.

                       About Bausch & Lomb

Headquartered in Rochester, New York, Bausch & Lomb Inc. (NYSE:
BOL) -- http://www.bausch.com/-- develops, manufactures, and        
markets eye health products, including contact lenses, contact
lens care solutions, and ophthalmic surgical and pharmaceutical
products.  The company is organized into three geographic
segments: the Americas; Europe, Middle East, and Africa; and Asia
(including operations in India, Australia, China, Hong Kong,
Japan, Korea, Malaysia, the Philippines, Singapore, Taiwan and
Thailand).  In Latin America, the company has operations in Brazil
and Mexico. In Europe, the company maintains operations in
Austria, Germany, the Netherlands, Spain, and the United Kingdom.


BAUSCH & LOMB: Moody's Confirms and Will Withdraw Ratings
---------------------------------------------------------
Moody's Investors Service confirmed and will withdraw Bausch &
Lomb Incorporated's Ba1 Corporate Family Rating, Ba1 Probability
of Default Rating and Ba1 ratings on certain existing senior
unsecured notes.  The rating outlook was revised to stable and
will be withdrawn.

The Ba1 rating on $60.4 million senior unsecured notes due
Nov. 15, 2007 remains on review for possible downgrade and is
expected to be withdrawn upon the maturity of the notes.

These ratings for Bausch & Lomb Incorporated (Oldco) were
confirmed and will be withdrawn:

   -- Ba1 Corporate Family Rating;

   -- Ba1 Probability of Default Rating;

   -- Ba1 rating (LGD4/52%) on Senior Unsecured Notes due 2008;

   -- Ba1 rating (LGD4/52%) on Floating Rate Convertible Notes
      due 2023;

   -- Ba1 rating (LGD4/52%) on Medium Term Notes due 2026;

   -- Ba1 rating (LGD4/52%) on Debentures due 2028; and

   -- Ba1 rating (LGD4/52%) on a Medium Term Note Program.

This Bausch & Lomb Incorporated (Oldco) rating will remain on
review for downgrade and will be withdrawn upon maturity:

   -- Ba1 rating (LGD4/52%) on Senior Unsecured Notes due 2007.

Headquartered in Rochester, New York, Bausch & Lomb Incorporated
is a leading worldwide provider of eye care products, including
contact lens, lens care, ophthalmic pharmaceuticals, and surgical
products.  BOL was acquired by Warburg Pincus, a private equity
firm, on Oct. 26, 2007.  For the twelve months ended June 30,
2007, the company reported $2.4 billion in revenues.


BAYONNE MEDICAL: Asset Sale Hearing to Be Held Today
----------------------------------------------------
A hearing to consider approval of the results of public sale of
Bayonne Medical Center will take place at 10:00 a.m. today,
Oct. 31, 2007.

The sale hearing was originally scheduled by the U.S. Bankruptcy
Court for the District of New Jersey on Oct. 24, the same day the
assets were set for auction.

Pursuant to the Court's Oct. 10 order approving the proposed
procedure of the sale, beneficial consideration will be given to
those bidders that will agree to a closing no later than Dec. 31,
2007.

According to Frank Donnelly of Staten Island Advance, IJKG LLC and
Urban Suburban Associates are the two potential buyers for the
Debtor's assets.

The Debtor was placed for public sale after it obtained a
$3 million state funding, which saved the facility from closure.

Bid limit was $18.8 million to participate in the auction.

Based in Bayonne, New Jersey, Bayonne Medical Center --
http://www.bayonnemedicalcenter.org/-- provides healthcare
services and operates a medical center.  The company operates a
278-bed fully accredited, acute-care hospital located in Hudson
County.  The company filed for Chapter 11 protection on April 16,
2007 (Bankr. D. N.J. Case No. 07-15195).  Lawrence C. Gottlieb,
Esq., Adam C. Rogoff, Esq., and Eric J. Haber, Esq., at Cooley
Godward Kronish LLP, represent the Debtor in its restructuring
efforts.  Stephen V. Falanga, Esq., at Connell Foley LLP, is the
Debtor's local counsel.  Kurtzman Carson Consultants LLC is the
Debtor's claims and noticing agent.  Andrew H. Sherman, Esq., and
Boris I. Mankovetskiy, Esq., at Sills Cummis Epstein & Gross PC,
represent the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
estimated assets and debts of $1 million to $100 million.  The
Debtor's exclusive period to file a plan expires on Nov. 12, 2007.


BAYOU GROUP: Former Investors Want Part of $106MM Fund Reserved
---------------------------------------------------------------
Twenty-five former investors in Bayou Group LLC ask the Hon.
Colleen McMahon of the U. S. District Court for the Southern
District of New York for permission to reserve some of the funds
seized during a probe of fraud at the hedge fund in case they lose
lawsuits and are forced to give back money to the Debtor, Bill
Rochelle of Bloomberg News reports.

As reported in the Troubled Company Reporter on Oct. 26, 2007, the
Debtors sole managing member, Jeff J. Marwil, Esq., at Jenner &
Block LLP, asked the Court for authority to distribute around
$106 million to some creditors defrauded by the hedge fund.  

Based in Chicago, Illinois, Bayou Group LLC operates and manages
hedge funds.  The company and its affiliates filed for chapter 11
protection on May 30, 2006 (Bankr. S.D.N.Y. Case No. 06-22306).  
Elise Scherr Frejka, Esq., at Dechert LLP, represents the Debtors
in their restructuring efforts.  Joseph A. Gershman, Esq., and
Robert M. Novick, Esq., at Kasowitz, Benson, Torres & Friedman,
LLP, represents the Official Committee of Unsecured Creditors.  
When the Debtors filed for protection from their creditors, they
estimated assets and debts of more than $100 million.


BEAZER HOMES: Completes Consent Solicitation from Noteholders
-------------------------------------------------------------
Beazer Homes USA Inc. has completed its solicitation of consents
from the holders of its $1.525 billion of outstanding Senior Notes
and Senior Convertible Notes to approve proposed amendments and a
proposed waiver pursuant to the indentures under which the Notes
were issued.

Beazer received consents from holders of more than a majority of
the aggregate principal amount of each series of the Notes. Beazer
and the trustee have executed Supplemental Indentures amending the
Indentures to effect the Proposed Amendments.

The Supplemental Indentures amend the definition of Permitted
Liens to restrict the ability of the Company to secure additional
debt in excess of $700 million until the company has four
consecutive fiscal quarters with a Consolidated Fixed Charge
Coverage Ratio of at least 2 to 1, after which time the limit will
revert to the previous level of 40% of Consolidated Tangible
Assets, and amend the definition of Permitted Investments to
enable the company to invest up to $50 million in joint ventures
or unrestricted subsidiaries. In accordance with the Indentures,
the amendments are binding on all holders, including non-
consenting holders.

The consents also provided Beazer with a waiver of any and all
defaults under the Indentures that may have occurred or may occur
on or prior to May 15, 2008, due to Beazer's failure to file or
deliver reports or other information it would be required to file
with the Securities and Exchange Commission.

The Consent Solicitation provided that for each $1,000 principal
amount of Notes, the Consent Fee is the product of $12.50
multiplied by a fraction, the numerator of which is the aggregate
principal amount of the relevant series of Notes outstanding on
the Consent Date, and the denominator of which is the aggregate
principal amount of the relevant series of Notes as to which the
Company has received and accepted consents prior to the Consent
Date, subject to a cap equal to the maximum Consent Fee that would
not cause a "significant modification" of the Notes for U.S.
federal income tax purposes, as determined in the good faith
discretion of Beazer.  Therefore, consenting Holders as of the
record date, Oct. 5, 2007, will receive the Consent Fee for Notes
they held as of that date as:

   a) Title of Security: 8-5/8% Senior Notes due May 2011  
      CUSIP Numbers: 07556QAE5
      Aggregate Principal Amount Consenting: $165,464,000
      Consent Fee per $1,000: $12.69

   b) Title of Security: 8-3/8% Senior Notes due April 2012  
      CUSIP Numbers: 07556QAG0
      Aggregate Principal Amount Consenting: $246,961,000
      Consent Fee per $1,000: $15.06

   c) Title of Security: 6-1/2% Senior Notes due November 2013
      CUSIP Numbers: 07556QAJ4
      Aggregate Principal Amount Consenting: $196,368,000
      Consent Fee per $1,000: $12.73

   d) Title of Security: 6-7/8% Senior Notes due July 2015  
      CUSIP Numbers: 07556QAN5
      Aggregate Principal Amount Consenting: $347,941,000
      Consent Fee per $1,000: $12.57


   e) Title of Security: 8-1/8% Senior Notes due June 2016  
      CUSIP Numbers: 07556QAQ8
      Aggregate Principal Amount Consenting: $274,170,000
      Consent Fee per $1,000: $12.54

   f) Title of Security: 4-5/8% Convertible Senior Notes Due  
                         2024
      CUSIP Numbers: 07556QAL9 and 07556QAK1
      Aggregate Principal Amount Consenting: $178,085,000
      Consent Fee per $1,000: $12.63

MacKenzie Partners Inc. served as Information Agent and Tabulation
Agent for the consent solicitation.

Citi, Wachovia Securities and RBS Greenwich Capital acted as
solicitation agents for the consent solicitation.

                     About Beazer Homes

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

                         *     *     *

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

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


BOMBARDIER INC: Balks at SAS Decision to Ground Q400 Aircrafts
--------------------------------------------------------------
Bombardier Inc. is disappointed with the Scandinavian Airlines
System AB, aka The SAS Group's, decision to permanently
discontinue flight operations with the Bombardier Q400 aircraft
given that the landing incident is still under investigation by
Danish authorities.

Following the recent period of events involving aircraft of the
Dash 8 Q400 type, SAS's management, following an unscheduled
meeting of the Board of Directors held on Oct. 28, 2007, has
decided to immediately discontinue the use of this type of
aircraft.

"Confidence in the Q400 has diminished considerably and our
customers are becoming increasingly doubtful about flying in this
type of aircraft," Mats Jansson, President and Chief Executive
Officer of SAS, said.  "Accordingly, with the Board of Directors'
approval, I have decided to immediately remove Dash 8 Q400
aircraft from service."

While SAS chose to ground its Q400 turboprop fleet following an
incident with the main landing gear on Oct. 27, 2007, Bombardier's
assessment of this situation, in consultation with Transport
Canada, did not identify a systemic landing gear issue.  Based on
this, the company advised all Q400 aircraft operators that they
should continue with normal Q400 aircraft flight operations.  
Further, Bombardier and the landing gear manufacturer, Goodrich,
have completed a full review of the Q400 turboprop landing gear
system and results have confirmed its safe design and operational
integrity.

Bombardier stands behind the Q400 aircraft.  Since entering
revenue service in February 2000, the Q400 turboprop has proven
itself to be a safe and reliable aircraft with over 150 Q400
aircraft in operation among 22 operators around the world.  To
date, the fleet of Q400 aircraft has logged over one million
flying hours and 1.2 million take-off and landing cycles.

SAS Group is in dialog with Bombardier regarding possible
solutions regarding the current situation for the Q400 fleet
including compensation.

Bombardier Inc. -- http://www.bombardier.com/-- (TSE:BBD.B)
manufactures innovative transportation solutions, from regional
aircraft and business jets to rail transportation equipment,
systems and services.  Headquartered in Canada, the company also
has offices in the U.S., Northern Ireland, United Kingdom,
Germany, Switzerland, Sweden, Austria, and Australia.

                          *     *     *

Standard & Poor's Ratings Services revised the outlook on
Bombardier Inc. to stable from negative on May 2007.  At the same
time, the ratings, including the 'BB' long-term corporate credit
rating on Bombardier, were affirmed.


BOMBAY CO: Court Approves Cooley Godward as Panel's Lead Counsel
----------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Texas gave the Official Committee of Unsecured Creditors in
Bombay Company Inc. and its debtor-affiliates' bankruptcy cases,
authority to retain Cooley Godward Kronish LLP as its lead
counsel, nunc pro tunc to Sept. 24, 2007.

The Committee tells the Court that it selected the firm as its
lead counsel because of the firm's extensive experience in
representing committees in similar matters and because it believes
that the firm is well qualified to represent the committee in
conjunction with said matters.

As the Committee's lead counsel, Cooley Godward is expected to:

  a) attend the meetings of the Committee;

  b) review financial information furnished by the Debtors to the
     Committee;

  c) review and investigate the liens of purported secured
     parties;

  d) confer with the Debtors' management and counsel;

  e) coordinate efforts to sell assets of the Debtors in a matter
     that maximizes the value for unsecured creditors;

  f) review the Debtor's schedules, statement of affairs and
     business plan;

  g) advise the Committee as to the ramifications regarding all of
     the Debtors' activities and motions before the Court;

  h) file appropriate pleadings on behalf of the Committee;

  i) review and analyze financial advisor's work product and   
     reports to the Committee;

  j) provide the Committee with legal advice in relation to the
     cases;

  k) prepare various applications and memoranda of law submitted
     to the Court for consideration and handle all other matters
     relating to the representation of the Committee that may
     arise;

  l) assist the Committee in negotiations with the Debtors' and
     other parties in interest on an exit strategy for these
     cases; and

  m) perform such other legal services for the Committee as may be
     necessary or proper in these proceeding.

The compensation rates of the firm's professionals are:

  Attorney                   Designation      Hourly Rate
  --------                   -----------      -----------
  Jay Indyke, Esq.             Partner           $680
  Ronald R. Sussman, Esq.      Partner           $655
  Cathy Hershcopf, Esq.        Partner           $605
  Gregory G. Plotko, Esq.     Associate          $480
  Jeffrey L. Cohen, Esq.      Associate          $475
  Michael A. Klein, Esq.      Associate          $320
  Brian Byun, Esq.            Associate          $265
      
Jay R. Indyke, Esq., a partner of CGK, assured the Court that the
firm does not hold any interest adverse to the Committee, the
Debtors, or its estates.

Mr. Indyke can be reached at:

   Jay R. Indyke, Esq.
   Cooley, Godward, Kronish LLP
   1114 Ave of the Americas
   New York, N.Y. 10036
   Tel: (212) 479-6080
   Fax: (212) 479-6275
   http://www.cooley.com/

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

Bombay's Canadian operations also sought protection under the
Companies' Creditors Arrangement Act in Canada.


BOMBAY CO: Committee Can Hire Forshey & Prostok as Local Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of The Bombay
Company Inc. obtained authority from the U.S. Bankruptcy Court for
the Northern District of Texas, to employ Forshey & Prostok LLP as
their local counsel effective Sept. 24, 2007.

Forshey & Prostok is expected to:

     (a) advice and consult with the Committee concerning (i)
         legal questions arising in administering the Debtors'
         estates; and (ii) unsecured creditors' rights and
         remedies in connection with the estates;

     (b) analyze the Debtors' assets and liabilities, including
         present and historical matters and inter-company
         relationships;

     (c) work with the Debtors concerning the administration
         of the Chapter 11 cases;

     (d) preserve, protect and maximize the value of the
         Debtors' assets;

     (e) prepare pleadings, motions, answers, notices, orders,
         and reports that are necessary or required for the
         protection of the Committee's interests and the
         orderly administration of the Debtors' estates;

     (f) formulate, prepare and confirm a Chapter 11 plan of
         reorganization for the Debtors' which maximizes the
         value to creditors;

     (g) protect and maximize the value of the Debtors' assets
         and business for the benefit of the Debtors'
         creditors; and

     (h) perform any and other legal services for the Committee
         that are relevant to Chapter 11 cases.

Jeff P. Prostok, Esq., a partner at Forshey and Prostok, tells the
Court that the firm's professionals hourly rates are:

     Professionals             Designation       Hourly Rate
     -------------             -----------       -----------
     Jeff P. Prostok, Esq.     Partner               $450
     J. Robert Forshey, Esq.   Partner               $450
     Lynda L. Lankford, Esq.   Associate             $285
     Matt Maben, Esq.          Associate             $250
     Linda Breedlove           Paralegal             $125

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

Mr. Prostok can be reached at:

     Jeff P. Prostok, Esq.
     Forshey & Prostok LLP
     Suite 1290, 777 Main Street
     Fort Worth, TX 76102
     Tel: (817) 877-8855
     http://www.forsheyprostok.com/

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

Bombay's Canadian operations also sought protection under the
Companies' Creditors Arrangement Act in Canada.


BRAND ENERGY: Moody's Holds B2 Corporate Family Rating
------------------------------------------------------
Moody's Investors Service affirmed Brand Energy & Infrastructure
Services Inc. B2 corporate family rating post the company's
announcement that it has entered into agreements to purchase two
companies: Industrial Specialists LLC and Protherm Services Group
LLC.

The acquisitions are consistent with Brand's stated strategy to
offer additional services to its clients and to expand
geographically.  The acquisitions should allow brand to expand its
offering of industrial painting and coatings as well as expand
into the insulation and weatherproofing fields for the
refinery/petrochemical, pipeline, power, and marine end-market
segments.  

Moody's also affirmed the ratings on Brand's senior secured
revolver, upsized first lien term loan, and upsized second lien
term loan.  Proceeds from the upsized facilities will be primarily
used to pay down $57 million of revolver debt as well as to
facilitate the two acquisitions discussed above.

The affirmation of Brands CFR reflects the belief that the
acquisitions will not increase the company's leverage due to the
combination of the multiples paid and the equity contribution from
the company's sponsor, First Reserve.

These ratings/assessments have been affected:

   -- Corporate family rating, affirmed at B2;

   -- Probability of default rating, affirmed at B2;

   -- $125 million gtd. senior secured revolver due 2013,
      affirmed at B1 (LGD3, 38%) from B1 (LGD3, 36%);

   -- $25 million gtd. senior secured 1st lien letter of credit
      facility due 2013, affirmed at B1 (LGD3, 38%) from B1
      (LGD3, 36%);

   -- $755 million gtd. 1st lien senior secured term loan B due
      2014 (upsized from $580 million), affirmed at B1 (LGD3,
      38%) from B1 (LGD3, 36%);

   -- $375 million gtd. senior secured 2nd lien term loan due
      2015 (upsized from $300 million), affirmed at Caa1 (LGD5,
      79%) from Caa1 (LGD5, 78%);

The company's outlook remains stable.

The acquisitions are anticipated to help Brand cross sell various
products to its customers.  As customers seek to rent scaffolding
and the related erection and removal of the scaffolding, Brand
will also be able to offer insulation, painting, and coating to
its customers in the refinery and oil and gas arena.

The ratings benefit from the expectation that Brands primary
customers in oil and gas will continue to operate at sufficiently
high utilization and profitability levels so as to continue to
benefit from Brand's maintenance offerings and scaffolding
equipment rental.  Additionally, synergies between the company's
products offerings should be an attractive value added product
offering that stimulates Brands ROI through greater sales
penetration at various clients.

On Oct. 1, 2007 Brand Energy & Infrastructure Services Inc. merged
into FR Brand Acquisition Corp., with the surviving company being
renamed Brand Energy & Infrastructure Services Inc. Brand is
headquartered in Kennesaw, Georgia, and is the largest provider of
scaffolding services in North American. Pro-forma revenues for the
2007 year end are anticipated to be in excess of $1.4 billion.


BREEZE-EASTERN: Earns $800,000 in Quarter Ended September 30  
------------------------------------------------------------
Breeze-Eastern Corporation reported net income of $0.8 million
versus $0.9 million in the prior-year period for the 2008 fiscal
second quarter.

Operating income for the second quarter of fiscal 2008 was
$2.3 million compared to $2.6 million for the second quarter of
fiscal 2007.

Sales of $17.2 million in the fiscal second quarter of 2008
declined slightly from $17.7 million for the same period in the
prior year.

                      Six-Month Results

For the six month period ended September 30, 2007 the company
reported net income of $1.4 million versus $0.9 million for the
same period last year.

Operating income for the first six months of fiscal 2008 was $4.3
million versus $5.3 million for the same period in fiscal 2007.

Sales for the first six months of fiscal 2008 declined slightly to
$33.5 million from $33.9 million for the same period last year.

As of Sept. 30, 2007, the the company reported total assets of
$79.7 million, total liabilities of $61.3 million, and total
stockholders' equity of $18.4 million.

Full-text copies of the company's financials are available for
free at http://ResearchArchives.com/t/s?2496.

Robert L. G. White, president and chief executive officer of the
company, said, "In spite of lower spare parts sales in the second
quarter of fiscal 2008, we reported an increase in gross margin in
the quarter that was the result of better performance in the
production of new equipment and the overhaul and repair sales.  
The shift in product mix which we experienced in the first quarter
of fiscal 2008 continued in the second quarter as sales of new
equipment accounted for 55% of total sales in the quarter bringing
the six month total of new equipment shipments to 54% of sales
compared to 46% for the first six months of fiscal 2007.

"The demand for spare parts remained weak during the second
quarter due primarily, we believe, to the delay in passage of the
2008 Federal Government Defense budget and had the biggest impact
on the shift in sales mix.  While we remain confident that the
unrealized portion of the spare parts sales will eventually be
ordered, it is not clear how much of it will fall into fiscal 2008
or 2009.

The gross margin of 41% for the first six months of fiscal 2008
versus 43% for the same period last year reflects the shift in
spare parts sales as these have substantially higher margins than
our sales of new equipment and overhaul and repair.  The recovery
of the shipment pattern to more historical trends we have been
expecting has not yet occurred due, we believe, to a continued
delay associated with appropriations under the 2008 Federal
Government Defense budget.

"In spite of this, we were very pleased to see the order rate for
the overall business improve with a book-to-bill ratio in the
second quarter of 1.6 bringing the ratio to 1.1 for the first six
months of fiscal 2008.  The increase in general, administrative
and selling expenses in the second quarter of fiscal 2008 was
mainly due to costs associated with a threatened proxy contest
which was settled during the quarter.

"Although the selling, general and administrative costs for the
first six months of 2008 as compared to 2007 are essentially flat,
the 2008 level is about $0.4 million below plan and reflects
measures taken by us during the period to contain or reduce costs
in view of the order patterns mentioned above.  Our debt, net of
cash on hand, at the end of the second quarter of fiscal 2008 was
$38.2 million, an increase of $1.4 million from July 1, 2007.  
This increase is principally due to increased accounts receivable
reflecting shipments later in the quarter and increased inventory
levels as we continue to transition to a product mix more heavily
weighted to new equipment sales."

                  Outlook for Fiscal 2008

Mr. White concluded, "While we face challenges in the last half of
the fiscal year, we believe that certain cost cutting measures
already instituted along with continued prudence regarding
discretionary spending will help us in our commitment to achieve
operating results roughly in line with our previously stated
targets.  However, an extended delay in certain appropriations
associated with the Federal Government Defense budget will present
an obstacle, especially in regard to our gross margin and,
therefore, EBITDA, which may prove to be impractical to overcome
in achieving these targets."

                    About Breeze-Eastern

Based in Union, New Jersey, Breeze-Eastern Corporation (AMEX:BZC),
formerly TransTechnology Corporation
-- http://www.transtechnology.com/-- designs, develops,  
manufactures, and sells lifting equipment for specialty aerospace
and defense applications.  It conducts its business under the
trade name Breeze-Eastern.  Breeze-Eastern is a designer,
manufacturer, service provider and supplier of performance-
critical rescue hoists and cargo-hook systems.  It also
manufactures weapons-handling systems, cargo winches, and tie-down
equipment. These products are sold primarily to military and
civilian agencies and aerospace contractors.

                       *     *     *

Breeze-Eastern continues to carry Moody's B1 subordinate debt
rating.


BROTMAN MEDICAL: Taps Klee Tuchin as Bankruptcy Counsel
-------------------------------------------------------
Brotman Medical Center Inc. asks the United States Bankruptcy
Court for the Central District of California for authority to
employ Klee, Tuchin, Bogdanoff & Stern LLP as its reorganization
counsel, nunc pro tunc Oct. 25, 2007.

As the Debtor's reorganization counsel, Klee Tuchin will:

   a. advise the Debtor regarding matters of the bankruptcy law;

   b. represent the Debtor in proceedings or hearings in the Court
      involving matters of the bankruptcy law;

   c. assist the Debtor with the negotiation, documentation and
      any necessary Court approval of transaction disposing of
      property of the estate;

   d. advise the Debtor concerning the requirements of the
      Bankruptcy Code, and federal and local rules relating to the
      administration of the case, and the effect of the case on
      the Debtor's operation; and

   e. assist the Debtor in the negotiation, preparation,
      confirmation, and implementation of a Chapter 11 plan.

The Debtor tells the Court that it agreed to deposit $200,000 as
retainer for professional services.

Thomas E. Patterson, Esq., a member of the firm, charges $725 per
hour for this engagement, while David Fidler, Esq., a partner of
the firm, bills $525 per hour for his services.  The firm's other
professionals billing rates are:
    
      Professionals                 Hourly Rate
      -------------                 -----------
      Stacia A. Neeley, Esq.            $360
      Courtney E. Pozmantier, Esq.      $295

      Designation                   Hourly Rate
      -----------                   -----------
      Partners                      $455 - $925
      Associates                    $295 - $395
      Paralegals                       $160

To the best of the Debtor's knowledge the firm does not hold any
interest adverse to the Debtor's estate and is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Mr. Patterson can be reached at:

     Thomas E. Patterson, Esq.
     Klee, Tuchin, Bogdanoff & Stern LLP
     1999 Avenue of the Stars
     Thirty-Ninth Floor
     Los Angeles, California 90067-6049
     Tel: (310) 407-4000
     Fax: (310) 407-9090
     http://www.ktbslaw.com/

Headquartered in Culver City, California, Brotman Medical Center
Inc. -- http://www.brotmanmedicalcenter.com/-- provides range of  
inpatient and outpatient services, as well as rehabilitation,
psychiatric care and chemical dependency.  The company filed for
Chapter 11 protection on Oct. 25, 2007 (Bankr. C.D. Calif. Case
No. 07-19705).  When the Debtor filed for protection against its
creditors, it listed assets and debts between $1 million and
$100 million.


BROTMAN MEDICAL: Taps Kurtzman Carson as Claims & Noticing Agent
----------------------------------------------------------------
Brotman Medical Center Inc. asks the United States Bankruptcy
Court for the Central District of California for permission to
employ Kurtzman Carson Consultants LLC as its claims and noticing
agent.

Kurtzman Carson will:

   a. prepare and serve required notices in this Chapter 11 cases,
      including:

         i. a notice of the commencement of the case and the
            initial meeting of creditors under Section 341(a) of
            the Bankruptcy Code;

        ii. a notice of the claims bar date;

       iii. notices of any hearings on a disclosure statement and
            confirmation of a Chapter 11 plan; and

        iv. other miscellaneous notices as the Debtor or the Court
            may deem necessary of appropriate for an orderly
            administration of the case.

   b. file with the clerk's office a declaration of services,
      within five business days after the services of a particular
      notice, that includes:

         i. an alphabetical list of persons on whom the firm
            served the notice, along with their addresses; and

        ii. the date and manner of service;

   c. maintain copies of all proofs of claims and proofs of
      interest filed in this case;

   d. maintain an official claims register in the case by
      docketing all proofs of claim and proofs of interest in a  
      claims database that includes these information for each
      claim or interest asserted:

         i. name and address of the claimant or interest holder
            and any agent, if the proof of claim or proof of
            interest was filed by an agent;

        ii. date that proof of claim of proof of interest was
            received by the firm or the Court;

       iii. claim number assigned to the proof of claim or proof
            of interest; and

        iv. asserted amount and classification of the claim.

   e. implement necessary measures to ensure the completeness and
      integrity of the claims register;

   f. audit the claims information to assure the clerk's office

      that the claims information is being appropriately and
      accurately recorded in the official claims register;

   g. allow the clerk's office to independently audit the claims
      information during regular business hours;

   h. mail a notice of the bar date approved by the Court for the
      filing of a proof of claim and a form for filing of a proof
      of claim to each creditor notified of the filing;

   i. transmit to the clerk's office a copy of the claims register
      on a bi-weekly basis or at other times as the clerk's office
      may direct;

   j. maintain an up-to-date mailing list for all entities that
      have filed proofs of claim or proofs of interest and make
      list available upon request to the clerk's office or any
      party in interest;

   k. provide the public and the clerk's office access to copies
      of the proofs of claim or proofs of interest filed in this
      Chapter 11 case without charge during regular business
      hours;

   l. allow the clerk's office to inspect the firm's premises
      during regular business hours;

   m. record all transfers of claims pursuant to Bankruptcy Rule
      3001(e) and provide notice of the transfers as required by
      Bankruptcy Rule 3001(e);

   n. comply with applicable federal, state, municipal and local
      statutes, ordinances, rules, regulations, orders and other
      requirements;

   o. provide temporary employees to process claims as necessary;

   p. comply with further conditions and requirements as the
      clerk's office or the Court may at any time prescribe; and

   q. provide other claims processing, noticing, and related
      administrative services as may be requested from time to
      time by the Debtor.

The Debtor tells the Court that it paid $20,000 retainer to the
firm for services performed.

Document filed with the Court did not disclosed the firm's
compensation rates.

Sheryl R. Betance, the director of restructuring services of the
firm, assures the Court that the firm is a "disinterested person"
as defined in Section 101(14) of the Bankruptcy Code.

Ms. Betance can be reached at:

   Sheryl R. Betance
   Kurtman Carson Consultants LLC
   2335 Alaska Avenue
   El Segundo, CA 90245
   Tel: (310) 823-9000
   Fax: (310) 823-9133
   http://www.kccllc.net/

Headquartered in Culver City, California, Brotman Medical Center
Inc. -- http://www.brotmanmedicalcenter.com/-- provides range of  
inpatient and outpatient services, as well as rehabilitation,
psychiatric care and chemical dependency.  The company filed for
Chapter 11 protection on Oct. 25, 2007 (Bankr. C.D. Calif. Case
No. 07-19705).  The Debtor selected Kurztman Carson Consultants
LLC as its claims agent.  When the Debtor filed for protection
against its creditors, it listed assets and debts between
$1 million and $100 million.


CAROL WHITE: Case Summary & Six Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Carol A. White
        12330 Hatton Point Road
        Fort Washington, MD 20744-7031

Bankruptcy Case No.: 07-20690

Chapter 11 Petition Date: October 29, 2007

Court: District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: James Greenan, Esq.
                  6411 Ivy Lane, Suite 200
                  Greenbelt, MD 20770
                  Tel: (301) 441-2420

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Six Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Navy Federal Credit Union      Unsecured claims      $32,000
P.O. Box 3100
Merrifield, VA 22119-3100

American Express               Unsecured claims      $5,300
P.O. Box 1270
Newark, NJ 07101

Mail Handlers                  Unsecured claims      $2,300
P.O. Box 17051
Baltimore, MD 21297

Union Plus MasterCard          Unsecured claims      $2,200

Home Depot                     Unsecured claims      $1,400

Protective Life Insurance      Unsecured claims      $350


CASTLE ROCK: Judge Jennemann Confirms Plan of Reorganization
------------------------------------------------------------
The Honorable Karen S. Jennemann of the United States Bankruptcy
Court for the Middle District of Florida confirmed Castle Rock 25
Partners LLC's Chapter 11 Plan of Reorganization.

                       Treatment of Claims

Administrative and Priority Claims will be paid in full on the
effective date under the Plan.

RBC Centura Bank's Secured Claims will retain its mortgage lien.  
On the 15th day of the month after the effective date, the Debtor
will commence monthly payments of interest equal to the prime rate
plus 1% on RBC Centura's allowed secured claim.

The Debtor and RBC Centura will execute new loan documents with
standard covenants and mutually agreed release prices for property
sold after the confirmation the Debtor's plan.

Stanchina Family Partners LLC's Secured Claim will receive
$2,115,674 in full satisfaction of its allowed secured claims.

Town of Castle Rock and Douglas County School District will each
be reimbursed by the Debtor at least:

   i. $1,384,212; or

  ii. 50% of the actual cost of certain improvements performed
      on the Douglas County's property.

General Unsecured Claims will receive distribution from the escrow
fund equal to 100% without interest over a period of 5 years from
the effective date.

Holders of Equity Interest against the Debtor will retain their
membership interest.

Headquartered in Orlando, Flordia, Castle Rock 25 Partners LLC,
filed for Chapter 11 protection on Feb. 5, 2007 (Bankr. M.D. Fl.
Case No: 07-00384).  R. Scott Shuker, Esq., Jimmy D Parrish, Esq,
and Jacqueline E. Ferris, Esq., at Latham Shuker Barker Eden &
Beaudine LLP, represents the Debtor in its restructuring efforts.  
No Official Committee of Unsecured Creditors has been appointed in
this case to date.  When the Debtors filed for bankruptcy, it
listed assets and debts between $1 million and $100 million.


CHRYSLER LLC: UAW Members Ratify 2007 National Labor Agreement
--------------------------------------------------------------
Chrysler LLC confirmed, on Saturday, Oct. 27, 2007, a new Chrysler
LLC-United Auto Workers union 2007 national labor agreement, in
response to UAW's ratification results.

UAW members voted to ratify the new collective bargaining
agreement with Chrysler, with 56% votes in favor of the four-year
pact among production workers, and 51% in favor among skilled
trades workers.  About 94% of office and clerical workers voted in
favor of the agreement, and 79% of UAW-represented Chrysler
engineering workers approved the contract.

According to various reports citing sources familiar with the
matter, Local 1268, the last plant in Beldivere, Illinois to vote
on the contract, turned down the agreement by 55%.  However, the
contract's headroom of victory before the Belvidere vote was
enough for it to be approved.

As reported in the Troubled Company Reporter on Oct. 26, 2007
citing the Wall Street Journal, results from four major Chrysler
plants in Michigan came in favor of the contract, tilting the
ratification scale towards the approval of the pact.  Except for a
union local in Beldivere, Illinois, about 55% of the total vote
count from 26 of 27 union locals has accepted the tentative
agreement.

As previously reported, Chrysler and the UAW reached a tentative
agreement on Oct. 10, after three months of bargaining and
following a six-hour nationwide UAW strike against the company.

"We are pleased that our UAW employees recognize that the new
agreement meets the needs of the company and its employees by
providing a framework to improve our long-term manufacturing
competitiveness," Tom LaSorda, Vice Chairman and President,
Chrysler LLC, said.

"Our members had to face some tough choices, and we had a solid,
democratic debate about this contract," UAW President Ron
Gettelfinger said.  "Now we're going to come together as a union -
- and now it's on the company to move ahead, increase their market
share and continue to build great cars and trucks here in the
U.S."

"There's no question this was a difficult set of negotiations
during difficult times for the U.S. auto industry," UAW Vice
President General Holiefield, who heads the union's Chrysler
Department, said.  "But with the support of our membership and
local leadership, we have an agreement that secures jobs and wages
and protects health care and pension benefits."

The new contract covers approximately 45,000 active workers at
Chrysler and more than 55,000 Chrysler retirees and 23,000
surviving spouses.  It will expire on Sept. 14, 2011.

                       About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- produces Chrysler, Jeep(R), Dodge and  
Mopar(R) brand vehicles and products.

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

Chrysler is a unit of Cerberus Capital Management.


CHRYSLER LLC: UAW's Narrow Approval Cues S&P to Retain Watch
------------------------------------------------------------
Standard & Poor's Ratings Services said its corporate credit
ratings on Chrysler LLC and DaimlerChrysler Financial Services
Americas LLC remain on CreditWatch with positive implications,
following the United Auto Workers' narrow approval of the new
Chrysler-UAW labor contract.  The ratings were placed on
CreditWatch on Sept. 26, 2007, based on S&P's belief that Chrysler
would reach a deal similar to the one General Motors Corp. reached
with the UAW on that date.
     
Chrysler and the UAW subsequently reached their own four-year
agreement as expected, and the UAW has now approved that contract.
      
"We view the new contract as favorable to Chrysler compared with
past agreements," said Standard & Poor's credit analyst Robert
Schulz, "and we believe the contract will support the company's
turnaround plan in North America."  The new contract is reported
to contain many of the same features as the GM contract, including
a new VEBA trust designed to take responsibility for
postretirement health care expenses and a lower-tier wage
structure for new hires.
     
The main focus of S&P's analysis in resolving the CreditWatch
listing will be the effect of the new contract on Chrysler's
liquidity in the near term, as well as prospects for Chrysler's
cash flow and liquidity during the next two years.  S&P will view
the new contract in light of Chrysler's multiyear plan to
return its North American operations to profitability, and S&P
will weigh the costs and benefits of the new contract, given the
company's workforce and retiree demographics.
     
Over the next two years, all three Michigan-based automakers will
face a range of challenges unrelated to their new contracts,
including slowing U.S. light-vehicle sales and shifts away from
what had been their most profitable vehicle segments in recent
years.


CITIGROUP HOME: Fitch Lowers Class M5 Certs.' Rating to BB
----------------------------------------------------------
Fitch Ratings affirmed five and downgraded one class from
Citigroup Home Equity Loan Trust 2003-HE1:

Series CHELT 2003-HE1:

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

The pool is seasoned 53 months.  As of the September 2007
remittance report, the transaction has a pool factor (current
collateral balance as a percentage of the initial balance) of 10%.

The affirmations, affecting about $21.5 million in outstanding
certificates, reflect adequate levels of credit enhancement
relative to expected losses.  The downgrade affects $402,000 in
outstanding certificates, reflects deterioration in the
relationship between credit enhancement and expected losses.

Class M5 is downgraded because losses have exceeded excess spread
for 4 of the last 9 months and, as a result, eroded the
overcollateralization.  The cumulative loss as a percentage of the
original collateral balance is 0.71% and the 60+ delinquency
(including bankruptcy, foreclosure, and REO) as a percentage of
the current collateral balance is 9.52%.


CLAYTON HOLDINGS: S&P Revises Outlook to Stable from Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Shelton,
Connecticut-based Clayton Holdings Inc. to stable from positive,
following the company's deterioration in operating trends and
credit metrics.  The corporate credit rating is affirmed at 'B+'.
     
"The rating reflects the company's narrow business profile,
significant exposure to macroeconomic factors that affect mortgage
origination and securitization, and noncontractual revenue
streams," said Standard & Poor's credit analyst David Tsui.  
"These factors are offset partially by long-standing relationships
with top MBS originators, a good competitive position, and
conservative leverage levels for the rating."
     
Clayton provides services to buyers and sellers of, and investors
in, nonconforming loans and nonagency MBS.

Leverage is currently low for the rating category, with debt to
EBITDA at about 1.9x for the quarter ended September 2007.  S&P
expect leverage to increase, as the mortgage origination and
securitization market likely will remain subdued for the near
term.  The company generated good free operating cash flow in the
September quarter, primarily a result of advanced collection of
receivables.  S&P expect the company to continue to generate free
operating cash flows, albeit at a more modest level.


COLUMBIA AIRCRAFT: Court Okays Tonkon Torp as Bankruptcy Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon gave Columbia
Aircraft Manufacturing Corporation permission to employ Tonkon
Torp LLP as its bankruptcy counsel.

Tonkon Torp is expected to:

   a. advise Debtor of its rights, powers, and duties as debtor
      and debtor-in-possession continuing to operate and manage
      its business and properties under Chapter 11 of the
      Bankruptcy Code;

   b. take all actions necessary to protect and preserve
      Debtor's bankruptcy estate, including the prosecution of
      actions on Debtor's behalf, the defense of any action
      commenced against Debtor, negotiations concerning all
      litigation in which Debtor is involved, objections to
      claims filed against Debtor in the bankruptcy case, and
      the compromise or settlement of claims;

   c. advise Debtor concerning, and prepare on behalf of
      Debtor, all necessary applications, motions, memoranda,
      responses, complaints, answers, orders, notices, reports
      and other papers, and review all financial and other
      reports required from Debtor as debtor-in-possession inc
      connection with administration of the Chapter 11 case;

   d. advise Debtor with respect to, and assist in the
      negotiation and documentation of, financing agreements,
      debt and cash collateral orders, and related
      transactions;

   e. review the nature and validity of any liens asserted
      against Debtor's property and advise Debtor concerning
      the enforceability of such liens;

   f. advise Debtor regarding (i) its ability to initiate
      actions to collect and recover property for the benefit   
      of its estate; (ii) any potential property dispositions;
      and (iii) executory contract and unexpired lease  
      assumptions, assignments and rejections, and lease
      restructuring and recharacterizations;

   g. negotiate with potential purchasers for the sale of all
      or substantially all of Debtor's assets for the highest
      and best price and seek approval of a sale in     
      accordance with Section 363;

   h. negotiate with creditors concerning a plan of
      reorganization; prepare the plan of reorganization,
      disclosure statement and related documents; take the
      steps necessary to confirm and implement the plan of
      reorganization, including, if needed, negotiations for
      financing the plan; and

   i. provide such other legal advice or services as may be
      required in connection with this Chapter 11 case or the
      general operation and management of Debtor's  business.

The Debtor has agreed to pay Tonkon Torp at these rates:

     Professional             Designation        Hourly Rate
     ------------             -----------        -----------
     Leon Simson, Esq.        Of Counsel            $400
     Albert N. Kennedy, Esq.  Partner               $400
     Timothy J. Conway, Esq.  Partner               $350
     Ava L. Schoen, Esq.      Associate             $225
     Laura Lindberg           Paralegal             $175
     Leslie Hurd              Legal Assistant        $90
     Nancy Kennedy            Legal Assistant        $90

To the best of Debtor's knowledge, Tonkon Torp is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The firm can be contacted at:

              Tonkon Torp LLP
              1600 Pioneer Tower
              888 Southwest Fifth Avenue
              Portland, OR 97204
              Tel: 503 221-1440
              Fax: 503 274-8779
              http://www.tonkon.com/

Headquartered in Bend, Oregon, Columbia Aircraft Manufacturing
Corporation -- http://www.flycolumbia.com/-- manufactures a    
variety of all-composite aircraft, including the Columbia 400 and
employs approximately 440 people.

The company filed for Chapter 11 protection on Sept. 24, 2007
(Bankr. D. Ore. Case No. 07-33850).  When the Debtors filed for
protection from their creditors, they listed estimated assets and
liabilities of $1 million to $100 million.  The Debtor's list of
its 20 largest unsecured creditors showed total aggregate claims
of more than $50 million.


COLUMBIA AIRCRAFT: U.S. Trustee Amends Committee Appointment
------------------------------------------------------------
The United States Trustee for Region 18 amended the composition of
the Official Committee of Unsecured Creditors in Columbia Aircraft
Manufacturing Corporation's chapter 11 case.

The Committee now consists of:

   1) Teledyne Continental Motors Inc.
      Mike Irby, CFO
      2039 S. Broad Street
      Mobile, AL 36615
      Tel:(251) 436-8362
      Fax:(251) 438-1811

   2) Composites Universal Group
      William H. Blair, CFO
      10540 SW 133rd Place
      Beaverton, OR 97008
      Tel:(503) 730-0899

   3) Oregon Aero Inc.
      Mary Iwamoto, Controller
      34020 Skyway Drive
      Scappoose, OR 97056
      Tel:(503) 543-8016
      Fax:(503) 543-8199

   4) The Mandala Agency
      Laury S. Benson, CFO
      117 NW Outlook Vista Drive
      Bend, OR 97701
      Tel:(541) 389-6344
      Fax:(541) 389-3531

   5) Tensolite Company
      Jesse S. Correia
      Suite 120
      3000 Columbia House Boulevard.
      Vancouver, WA 98661
      Tel:(360) 699-7278
      Fax:(360) 694-9230


   6) Hathaway Mangement LLC
      Bradford R. Smith
      3525 NW Dimple Hill Road
      Corvallis, OR 97330
      Tel:(541) 758-6486
      Fax:(541) 754-6389

   7) Garmin International Inc.
      Gloria Bracy
      Garmin AT
      2345 Turner Road SE
      Salem, OR 97302
      Tel:(503) 391-3411
      Fax:(503) 364-2138

Headquartered in Bend, Oregon, Columbia Aircraft Manufacturing
Corporation -- http://www.flycolumbia.com/-- manufactures a    
variety of all-composite aircraft, including the Columbia 400 and
employs approximately 440 people.

The company filed for Chapter 11 protection on Sept. 24, 2007
(Bankr. D. Ore. Case No. 07-33850).  When the Debtors filed for
protection from their creditors, they listed estimated assets and
liabilities of $1 million to $100 million.  The Debtor's list of
its 20 largest unsecured creditors showed total aggregate claims
of more than $50 million.


COLUMBIA AIRCRAFT: Committee Hires McEwen Gisvold as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors in Columbia
Aircraft Manufacturing Corporation's bankruptcy case obtained
authority from the U.S. Bankruptcy Court for the District of
Oregon to retain the law firm of McEwen Gisvold LLP as its
attorneys.

The firm will:

   (a) consult with the Committee concerning the administration of
       the case;

   (b) advise the Committee of its functions and duties under the
       Bankruptcy Code (specifically including, but not limited
       to, those duties specified in Section 1103);

   (c) investigate and identify claims and assets belonging to the
       estate that could result in a recovery for the benefit of
       unsecured creditors;

   (d) advise the Committee concerning sale of the Debtor's assets
       and other alternatives for restructuring Debtor's debts and
       financial affairs pursuant to a plan;

   (e) prepare necessary applications, answers, orders, reports,
       and other papers and pleadings on behalf of the Committee;
       and

   (f) otherwise advise and assist the Committee in connection
       with actions necessary and appropriate to maximize the
       value of the estate and the return to creditors.

The Committee agreed to pay the firm's professionals at
these hourly rates:

      James Ray Streinz             $300
      Johnston A. Mitchell          $285
      Paralegals                    $140

To the best of the Committee's knowledge, McEwen does not
represent any other entity having an adverse interest in
connection with the Debtor's Chapter 11 case or have any
connection with the Debtor, creditors, any other party in
interest, their respective attorneys and accountants, the United
States Trustee, or any person employed in the office of the United
States Trustee, or any District of Oregon bankruptcy judge.

Headquartered in Bend, Oregon, Columbia Aircraft Manufacturing
Corporation -- http://www.flycolumbia.com/-- manufactures a    
variety of all-composite aircraft, including the Columbia 400 and
employs approximately 440 people.

The company filed for Chapter 11 protection on Sept. 24, 2007
(Bankr. D. Ore. Case No. 07-33850).  When the Debtors filed for
protection from their creditors, they listed estimated assets and
liabilities of $1 million to $100 million.  The Debtor's list of
its 20 largest unsecured creditors showed total aggregate claims
of more than $50 million.


COVAD COMMS: Signs Definitive Agreement with Platinum Equity
------------------------------------------------------------
Covad Communications Group Inc. has signed a definitive agreement
to be acquired by Platinum Equity in an all-cash transaction.  
Under the terms of the agreement, which was unanimously approved
by Covad's Board of Directors following the recommendation of its
special committee, an affiliate of Platinum Equity will acquire
Covad for $1.02 per share in cash.

The purchase price represents a 59% premium to the closing price
of Covad's shares on Oct. 26, 2007.  The transaction is subject to
the approval of Covad's shareholders and the satisfaction of
customary closing conditions, including approval of the Federal
Communications Commission and state public utility commissions in
many of the states in which Covad operates.

"After a careful and extensive review of our strategic
alternatives, our Board of Directors has determined that the
substantial premium to the current market price provided by this
transaction offers the best value for our stockholders," Charles
Hoffman, Covad president and chief executive officer, said.  
"Furthermore, Platinum's approach will bolster the successful
execution of Covad's business strategy while providing the
resources and support necessary for sustained growth.  We believe
that the resulting increased market competitiveness, improved
capital structure, and enhanced product and network capabilities
best position our customers, partners, and employees for the
future."

"Covad has a stellar reputation for quality and innovation, and is
one of the premier providers in the broadband access market,"
Johnny O. Lopez, partner and head of global mergers and
acquisitions for Platinum Equity, said.  "There is opportunity for
growth as the demand for high-bandwidth services continues to
evolve, and we're eager to help Covad drive that growth."

The transaction is expected to close by the end of the second
quarter of 2008.  Barclays Capital served as lead financial
advisor to Covad in this transaction.  Cowen and Company provided
a fairness opinion to Covad's Board of Directors.  Fenwick & West
LLP acted as legal counsel to Covad in the transaction and Cahill
Gordon & Reindel LLP acted as counsel to the special committee of
Covad's Board of Directors.  Bingham McCutchen LLP is acting as
legal counsel to Platinum Equity.  Houlihan Lokey Howard & Zukin
served as advisor to Platinum Equity in this transaction.

Headquartered in San Jose, California, Covad Communications Group,
Inc. (AMEX:DVW) -- http://www.covad.com/-- provides broadband  
voice and data communications.  The company offers DSL, Voice over
IP, T1, Web hosting, managed security, IP and dial-up, and bundled
voice and data services directly through Covad's network and
through Internet Service Providers, value-added resellers,
telecommunications carriers and affinity groups to small and
medium-sized businesses and home users.  Covad broadband services
are currently available across the nation in 44 states and 235
Metropolitan Statistical Areas and can be purchased by more than
57 million homes and businesses, which represent over 50% of all
US homes and businesses.

Covad emerged from a chapter 11 restructuring in Dec. 2001 under a
plan of reorganization that swapped $1.4 billion of bond debt with
a combination of cash (about 19 cents-on-the-dollar) and a 15%
equity stake in the company.  Covad's prepetition shareholders
retained an approximate 80% equity interest in the company.

At June 30, 2007, the company's balance sheet showed a
stockholders' deficit of $21.9 million, compared to a positive
equity of $2.3 million at Dec. 31, 2006.


CRDENTIA CORP: Completes $5 Mil. Private Placement Offering
-----------------------------------------------------------
Crdentia Corp. has completed a private placement of a $5 million
equity offering.  The proceeds from this offering will be used for
working capital and strategic initiatives.

This financing will allow Crdentia to enhance its position in
these target markets, in keeping with Crdentia's strategy of
focusing on internal organic growth throughout the Sun Belt and
enhancing its operations with potential strategic acquisitions in
the Sun Belt.

Crdentia also believes this funding will allow the company to
implement additional organic growth initiatives to further improve
operating margins and accelerate its increase in revenue.
    
"Completion of this new equity financing is very important to
Crdentia as it allows the company to fully implement its strategic
growth plans with the goal of establishing Crdentia as one of the
strongest full-service suppliers of healthcare personnel in the
Sun Belt and one of the largest healthcare staffing companies in
the country," John Kaiser, CEO, said.
    
Terms of the financing include 15.7 million shares of common stock
and 7.8 million five-year warrants to purchase common stock for
$0.35 per share in a cash only exercise.  A second and final
closing for the offering will occur within 10 business days from
the date of this initial $5 million funding.

Global Hunter Securities, LLC acted as placement agent for the
financing.
    
                     About Crdentia Corp.

Headquatered in Dallas, Texas, Crdentia Corp. (OTCBB: CRDT)
-- http://www.crdentia.com/-- is a provider of healthcare   
staffing services to 1,500 healthcare providers in 49 states.  
Crdentia provides temporary healthcare staffing comprised of
travel and per diem nursing, locum tenens, and allied healthcare
staffing.

                     Going Concern Doubt

As reported in the Troubled Company Reporter on July 31, 2007, KBA
Group LLP, in Dallas, expressed substantial doubt about
Crdentia Corp.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2006, and 2005.  The auditing firm reported
that the company has incurred net losses totaling $16.1 million
and $6.3 million for the years ended Dec. 31, 2006, and 2005,
respectively, and has used cash flows from operating activities
totaling $4.1 million and $5.1 million for the years ended Dec.
31, 2006, and 2005, respectively.  Additionally, at Dec. 31, 2006,
the company's current liabilities exceed their current assets by
$8.1 million.


CRDENTIA CORP: Completes $3.3 Million ATS Health Acquisition
------------------------------------------------------------
Crdentia Corp. has completed the acquisition of ATS Health
Services.  Terms of the transaction include $3.3 million in cash
and 2.1 million shares of the company's common stock valued at
$700,000.  The acquisition is expected to be immediately accretive
to Crdentia.
    
ATS Health Services has plans to expand to five additional cities
in Florida, and Crdentia will review these plans over the coming
months.  ATS Health has been strong in the home care market and
has a presence in the hospital staffing business.

Tim Jones, president of ATS Healthcare, has joined Crdentia's
senior management team and will be responsible for overseeing the
acquired operations.  The integration process has already begun.
    
In keeping with Crdentia's strategy of focusing its operations in
attractive Sun Belt markets, this acquisition increases the
company's revenue base by 35% and allows Crdentia penetration of
the important markets throughout the Southeast region of the U.S.

Crdentia believes the acquisition will:

   1) provide critical mass to the company's overall
      operations;

   2) significantly increase operating and EBITDA margins; and

   3) improve its ability to attract national and regional
      contracts to add to the newly combined businesses.  

The acquisition will also bring additional leadership to
Crdentia's growing management and recruitment teams.
    
"I am very pleased to disclose Crdentia's acquisition of ATS
Health Services," John Kaiser, Crdentia's chief executive officer,
said.  "ATS Health Services is a well-run company operating in
attractive markets with a strong reputation and an impressive
customer base- all qualities we look for in potential acquisition
targets.  The southeastern U.S. has an attractive demographic
makeup for our service offerings, and we are excited about this
new acquisition, which immediately gives Crdentia a strong market
share position and broad coverage throughout the southeastern
market."

"In addition, the far greater presence throughout the Southeast
region gained with this acquisition will allow Crdentia the
ability to offer a much broader area of coverage for our Travel
Nurse Division," Mr. Kaiser added.  "Also, the company gains a
diversified customer mix including hospital-based nursing, allied
healthcare, home healthcare nursing, upon which it will be able to
add additional large regional and national contracts.  I believe
we can take the combined companies to the next level of growth
while further establishing the Crdentia footprint in the Sun Belt
region."
    
                    About ATS Health Services

based in Jacksonville, Florida, ATS Health Services is a provider
of temporary nurse and allied health staffing services to
hospital, private practice, clinic, home care, corporate and
occupational facilities in Florida, Georgia and North Carolina.

                      About Crdentia Corp.

Headquatered in Dallas, Texas, Crdentia Corp. (OTCBB: CRDT)
-- http://www.crdentia.com/-- is a provider of healthcare   
staffing services to 1,500 healthcare providers in 49 states.  
Crdentia provides temporary healthcare staffing comprised of
travel and per diem nursing, locum tenens, and allied healthcare
staffing.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on July 31, 2007, KBA
Group LLP, in Dallas, expressed substantial doubt about
Crdentia Corp.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2006, and 2005.  The auditing firm reported
that the company has incurred net losses totaling $16.1 million
and $6.3 million for the years ended Dec. 31, 2006, and 2005,
respectively, and has used cash flows from operating activities
totaling $4.1 million and $5.1 million for the years ended Dec.
31, 2006, and 2005, respectively.  Additionally, at Dec. 31, 2006,
the company's current liabilities exceed their current assets by
$8.1 million.


CSK AUTO: Weak Performance Cues S&P to Cut Credit Rating to B
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on CSK Auto Inc. to 'B' from 'B+'.  S&P also lowered the
senior unsecured rating to 'CCC+' from 'B-', which is still two
notches below the corporate credit rating.  At the same time, S&P
removed Phoenix, Arizona-based CSK Auto's corporate credit and all
other ratings from CreditWatch, where they were originally placed
with negative implications on June 21, 2006.  The outlook is
stable.  In addition, S&P lowered the bank loan rating to 'B' from
'B+' and the recovery rating to '3' from '2'.  The '3' rating
indicates expectations for a meaningful (50%-70%) recovery of
principal in the event of a default.  
      
"The lowered corporate credit rating reflects the company's weak
operating performance, which has resulted in a deterioration of
its credit metrics to levels more consistent with a 'B' rating,"
said Standard & Poor's credit analyst Stella Kapur.


DELPHI CORP: Amends Chapter 11 Reorganization Plan
--------------------------------------------------
Delphi Corp., on Oct. 30, 2007, filed potential amendments to its
Joint Plan of Reorganization and related Disclosure Statement with
the U.S. Bankruptcy Court for the Southern District of New York.  
The notice of potential amendments was filed in accordance with a
timetable established by the Bankruptcy Court for the resumption
on Nov. 8, 2007 of the
Disclosure Statement hearing commenced earlier this month on
Oct. 3, 2007.  The filing, which remains subject to further
amendment by the company on Nov. 7, pursuant to the Bankruptcy
Court's scheduling order, also included amendments to the Global
Settlement Agreement and Master Restructuring Agreement between
Delphi and General Motors Corp. and to the Investment Agreement
with Delphi's Plan Investors which are led by an affiliate of
Appaloosa Management L.P.

Delphi also filed a separate motion seeking approval of the
proposed amendment to the Investment Agreement at the Nov. 8,
2007 hearing.  The proposed Investment Agreement amendment, which
has been executed by Appaloosa and a supermajority of the Plan
Investors, is subject to the satisfaction of various conditions
including Appaloosa's approval of exit financing terms under
discussion with the company's principal lead lenders and execution
of the amendment by one additional plan investor prior to the Nov.
8 hearing.

"Last evening's filings represent further substantial progress in
our Chapter 11 cases in a challenging capital markets
environment," said John Sheehan, Delphi vice president and chief
restructuring officer.  "These very focused potential amendments
reflect current market conditions, commensurate changes to our
proposed emergence capital structure and form of plan currency
contemplated for stakeholder distributions, and an effective
reduction of less than five percent in plan value to reflect
macroeconomic and industry conditions and uncertainties."

The potential amendments contemplate an approximate $2 billion
reduction in the company's net debt at emergence.  Further, the
potential amendments reflect reductions in stakeholder
distributions to some junior creditors and interest holders
required to obtain consensus among Delphi's Creditors' Committee,
Plan Investors and settling parties, and changes required by our
Plan Investors and settling parties to obtain their endorsement of
the Plan and Disclosure Statement, the company's settlements with
GM and its US labor unions, the company's emergence business plan
and related agreements.

The potential amendments filed by the company include changes to
the Plan Investors' direct investment and certain stakeholder
recoveries:


Party           Original Plan           Potential Amendment
-----           -------------           -------------------
Plan            Direct Investment       Direct Investment
Investors
                * Purchase $400MM.       * Purchase $400MM
                  of preferred stock       of preferred stock
                  convertible at an        convertible at an
                  assumed enterprise       assumed enterprise
                  value of $11.75B         value of $10.80B

                * Purchase $400MM        * Purchase $400MM
                  of preferred stock       of preferred stock
                  convertible at an        convertible at an
                  assumed enterprise       assumed enterprise
                  value of $12.80B         value of $11.80B

                * Purchase $175MM        * Purchase $175MM
                  of New Common Stock      of New Common Stock
                  at an assumed plan       at an assumed plan
                  value of $12.8B          value of $11.8B

GM             Recovery of $2.7B        Recovery of $2.7B

                * $2.7B in Cash          * $750MM in Cash

                                         * $750MM in second
                                           lien note

                                         * $1.2B in junior
                                           conv. preferred
                                           stock

Unsecured      Par + accrued recovery   Par + accrued recovery
Creditors      at Plan value of $13.9B  at Plan value of $13B

                * 80% in New Common      * 92.4% in New Common
                  Stock valued             stock valued at
                  at $45 per share         $41.58 per share

                * 20% in Cash            * 7.6% through prorata
                                           participation in the
                                           Discount Rights
                                           Offering at
                                           $34.98 per share

TOPrS          Par + accrued recovery   Par only recovery at
                at Plan value of $13.9B  Plan value of $13.0B

                * 100% in New Common     * 92.4% in New Common
                  Stock valued at          Stock valued at
                  $45 per share            $41.58 per share

                                         * 7.6% through prorata
                                           participation in the
                                           Discount Rights
                                           Offering at
                                           $34.98 per share

Existing       Par Value Rights         Par Value Rights
Common         
Stockholders   * Right to acquire       * Right to acquire
                  approx. 12,711,111       approx. 12,711,111
                  shares of New Common     shares of New Common
                  Stock at a purchase      Stock at a purchase
                  price of $45.00          price of $41.58
                  per share                per share

                Warrants                 Warrants

                * Warrants to acquire    * Warrants to acquire
                  an additional 5%         $1.0B of New Common
                  of New Common Stock      Stock at $45.00 per
                  at $45.00 per share      share exercisable
                  exercisable for five     for six months
                  years after emergence    after emergence

                Direct Distribution      No provision for
                                         Direct Distribution
                * 1,476,000 shares of
                  New Common Stock
                
                Participation in         No Provision for
                Discount                 Participation in
                Rights Offering          Discount Rights                   
                                         Offering

                * Right to purchase
                  40,845,016 shares
                  of New Common Stock
                  at a purchase price
                  of $38.56 per share

Although the potential amendments are supported by the Creditors
Committee, GM and the Plan Investors, Delphi has been advised by
the Equity Committee that it will no longer support the company's
Plan if amended to reduce recoveries to common stockholders as
contemplated in the potential amendments.  Absent a consensual
resolution of the Equity Committee's concerns, the Committee is
expected to file objections to the Disclosure Statement and Plan,
seek a further adjournment of the continued Disclosure Statement
hearing and current emergence timetable, and seek other relief
from the Bankruptcy Court.  Delphi will continue to work towards a
consensus among its principal stakeholders, including the Equity
Committee, however, the likelihood of such an outcome was
speculative and not assured.

A full-text copy of the blacklined changed pages to the Disclosure
Statement is available for free at
http://ResearchArchives.com/t/s?24ab

A full-text copy of the blacklined changed pages to the Plan is
available for free at http://ResearchArchives.com/t/s?24ac

A full-text copy of the potential amendments and the Investment
Agreement Amendment Approval Motion and related pleadings can be
obtained at http://www.delphidocket.com/

                 Adequacy of Disclosure Statement

The hearing to consider the adequacy of the Disclosure Statement
began on Oct. 3, 2007 and is scheduled to continue on Nov. 8,
2007.  The brief adjournment allowed Delphi to continue to
negotiate potential Plan of Reorganization (POR) amendments with
key stakeholders, make appropriate amendments to both the GM
settlement documentation and the Equity Purchase Commitment
Agreement, and continue discussions with potential exit lenders.  
Approval of the Disclosure Statement and related voting
solicitation procedures permits the company to solicit
acceptances of the proposed Plan of Reorganization later this
year and seek confirmation of the Joint Plan of Reorganization by
the Bankruptcy Court during the first quarter of 2008.

                        About Delphi

Headquartered in Troy, Michigan, Delphi Corporation (OTC: DPHIQ) -
- http://www.delphi.com/-- is the single supplier of vehicle  
electronics, transportation components, integrated systems and
modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  Delphi has regional
headquarters in Japan, Brazil and France.

The company filed for chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represents the Official Committee of Unsecured Creditors.  As of
Mar. 31, 2007, the Debtors' balance sheet showed $11,446,000,000
in total assets and $23,851,000,000 in total debts.

The Debtors' exclusive plan-filing period expires on
Dec. 31, 2007.  On Sept. 6, 2007, the Debtors filed their
Chapter 11 Plan of Reorganization and a Disclosure Statement
explaining that Plan.

(Delphi Bankruptcy News, Issue No. 93; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


DUNE ENERGY: Commences $300MM Exchange Offer for 10-1/2% Notes
--------------------------------------------------------------
Dune Energy Inc. commenced an exchange offer for all of its
outstanding 10-1/2% Senior Secured Notes due 2012.  Dune is
offering to exchange up to $300 million aggregate principal amount
of its 10-1/2% Senior Secured Notes due 2012, which have been
registered under the Securities Act of 1933, as amended, for a
like principal amount of its original unregistered 10-1/2% Senior
Secured Notes due 2012, sold in that private offering exempt from
registration requirements completed on May 15, 2007.

The terms of the exchange securities are substantially identical
to the terms of the original securities for which they are being
exchanged, except that the transfer restrictions and the
registration rights, applicable to the original securities, are
not applicable to the exchange securities.

Dune will accept for exchange any and all original securities
validly tendered prior to 5:00 p.m., New York City time, on
Nov. 27, 2007, unless Dune extends the exchange offer.

Copies of the prospectus and transmittal materials governing the
exchange offer may be obtained from the Exchange Agent:

    The Bank of New York
    Attention: Corporate Trust Operations
    101 Barclay Street, 7 East
    New York, NY 10286
    Tel (212) 815-5098
    Fax (212) 298-1915

                         About Dune Energy

Headquartered in Houston, Texas, Dune Energy Inc. (Amex: DNE) --
http://www.duneenergy.com/-- is an independent exploration and  
development company, with operations focused along the
Louisiana/Texas Gulf Coast and the North Texas Fort Worth Basin
Barnett Shale.  Dune will continue to exploit its existing asset
base, seek accretive acquisitions, and enter into additional joint
venture drilling programs.

                          *     *     *

Moody's Investor Service placed Dune Energy Inc.'s senior secured
debt, probability of default and long term corporate family
ratings at 'Caa2' in April 2007.  The ratings still hold to date
with a stable outlook.


FANNIE MAE: Fitch Lowers $1.9MM Class B-3 Certs.' Rating to BB
--------------------------------------------------------------
Fitch Ratings affirmed one and downgraded three classes from
Fannie Mae 1998-W3 trust as:

   -- $9.5 million class A affirmed at 'AAA';

   -- $5.4 million class B-1 downgraded to 'AA-' from 'AAA',
      placed on Rating Watch Negative;

   -- $2.4 million class B-2 downgraded to 'A-' from 'AA-',
      placed on Rating Watch Negative;

   -- $1.9 million class B-3 downgraded to 'BB' from 'BBB+'.

The affirmation reflects the adequate relationship of credit
enhancement to future loss expectations and affects $9.5 million
in outstanding certificates.  The downgrades reflect the
deterioration in the relationship of CE to future loss
expectations and affects $9.7 million in outstanding certificates.

Fannie Mae 1998-W3 is generally experiencing monthly losses
greater than the available excess spread, which results in the
steady erosion of credit enhancement in the transaction.

As of the September distribution date, the transaction listed
above is seasoned 110 months.  The pool factor (current principal
balance as a percentage of original balance) is 11%. Currently,
the percentage of loans that are 60 days delinquent or more is
about 13% and losses to date are 2.47%.

The underlying collateral consists of fully amortizing 10- to 30-
year fixed-rate mortgages secured by first liens extended to
borrowers under lending programs designed to meet the objectives
of the Community Reinvestment Act of 1977 (the 'CRA').  The loans
are serviced by Countrywide Home Loans, Inc., which is rated
'RMS2+' by Fitch.


FHC HEALTH: S&P Removes 'B' Credit Rating from Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services has removed its 'B'
counterparty credit rating on FHC Health Systems Inc. from
CreditWatch with negative implications, where it was placed on
June 14, 2007, and affirmed the rating.  The outlook is stable.
     
Also at the same time Standard & Poor's assigned its 'B+' loan and
'2' recovery rating to FHC's proposed five-year $20 million
revolver and six-year $175 million first-lien term loan and its
'CCC+' loan and '6' recovery rating to the company's proposed six-
year, six-month $85 million second-lien term loan.  A '2' recovery
rating indicates the expectation for substantial (70%-90%)
recovery in the event of default; a '6' recovery indicates the
expectation of negligible (0%-10%) recovery in the event of
default.  Standard & Poor's also affirmed its 'B' senior secured
debt bank loan rating and its 'CCC+' junior secured bank loan
rating.
     
The ratings had initially been placed on CreditWatch following the
announcement that effective Sept. 1, 2007, FHC no longer manages
behavioral health care for Medicaid recipients and other
beneficiaries of the Maricopa County Regional Behavioral Health
Authority.  In 2006, this account had constituted about 38% of the
company's revenues and 31% of the company's EBITDA (excluding
discontinued operations).  Standard & Poor's subsequently met with
FHC's management and revised expectations such that improved
operating performance was expected to offset the lost income from
the Maricopa County Regional Behavioral Health Authority contract
nonrenewal.  On July 25, 2007, Standard & Poor's kept the company
on CreditWatch pending discussions with management regarding the
effects of the proposed new equity owner on capitalization,
leverage, coverage, and financial policy.
     
On July 17, 2007, FHC had announced that it entered into a
definitive agreement with Crestview Partners L.P., a private
equity firm, under which Crestview will take a significant equity
stake in the company, accompanied by a new governance structure.  
The transaction is expected to close in November 2007.  The
transaction will be financed with a $105 million Crestview
investment in FHC and $260 million in new debt, consisting of a
$175 million first-lien term loan and an $85 million second-lien
term loan, as well as a $20 million revolver, which initially will
be undrawn.  The proceeds from the Crestview investment and new
debt will be used to repay existing bank debt, retire $15 million
of preferred stock, and pay a dividend to the primary stockholder.  
The resulting entity will no longer include the nonmanaged-care
holding company, RID Ventures LLC, which constituted only 2% of
2006 revenues, but will consist solely of the ValueOptions
subsidiary, which contributed the remaining 98% of 2006 revenues.
     
The affirmation reflects FHC's improving operating performance
under its new senior management.  Operating performance is
expected to have greater stability under the new senior
management.  As a result of the improvement, year-end EBITDA on a
pro forma basis, is expected to offset the loss of the contract.


FORD CREDIT: S&P Places 'BB' Rating Under Positive CredtiWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on nine
classes of notes and certificates from six Ford Credit Auto Owner
Trust securitizations originated between 2004 and 2006 on
CreditWatch with positive implications.
     
The positive CreditWatch placements reflect the strong performance
of the underlying collateral pools of prime automobile loan
receivables originated by Ford Motor Credit Co., combined with
increased credit enhancement as a percent of the current pool
balances, which can be used to cover losses.  In addition, current
cumulative net losses are below Standard & Poor's initial
expectations.
     
Each transaction contains a nondeclining reserve account of 0.50%
of its initial pool balance.  Furthermore, each of the six trusts
is structured with yield-supplement overcollateralization to
supplement shortfalls in yield, and is available to cover losses
after all monthly payments of interest have been made in the
collateral pools.
     
Over the next one to two months, Standard & Poor's will review the
collateral pools and the remaining credit enhancement for each of
the six transactions and determine whether upgrades are warranted.

             Ratings Placed on Creditwatch Positive
   
                  Ford Credit Auto Owner Trust

                                         Rating
                                         ------
         Series       Class       To               From
         ------       -----       --               ----
         2004-A       D           AA-/Watch Pos    AA-
         2005-A       D           A+/Watch Pos     A+
         2005-B       D           A+/Watch Pos     A+
         2005-C       C           AA/Watch Pos     AA
         2005-C       D           A-/Watch Pos     A-
         2006-A       B           A/Watch Pos      A
         2006-A       C           BBB/Watch Pos    BBB
         2006-A       D           BB/Watch Pos     BB
         2006-1       B           AA/Watch Pos     AA


FOUR POINTS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Four Points Corporation
        dba Brendan Diamonds
        dba JC Keepsake Diamonds
        dba Only Diamonds
        10300 Linn Station Road
        Suite 400
        Louisville, KY 40223

Bankruptcy Case No.: 07-13418

Type of Business: The Debtor retails diamonds and jewelry,
                  under the names Brendan Diamonds, J.C.
                  Keepsake, and Only Diamonds.

                  The Debtor is an affiliate of L.I.D. Ltd.,
                  which filed for Chapter 11 protection on
                  March 17, 2007 (Bankr. S.D.N.Y.
                  Case No. 07-10725).

Chapter 11 Petition Date: October 29, 2007

Court: Southern District of New York (Manhattan)

Judge: James M. Peck

Debtor's Counsel: John Edward Westerman, Esq.
                  Westerman Ball Ederer Miller & Sharfstein, LLP
                  170 Old Country Road, 4th Floor
                  Mineola, NY 11501
                  Tel: (516) 622-9200
                  Fax: (516) 622-9212

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
   ------                          ---------------   ------------
The Rouse Co.                      Rent                   $70,484
Park Meadows
P.O. Box 64105
Baltimore, MD 21264-4105

Aurafin                                                   $49,350
6701 Nob Hill Road
Fort Lauderdale, FL 33321

Chapel Hills Mall                  Rent                   $49,147
SDS-12-1357
P.O. Box 86
Minneapolis, MN 55486

Robert Babaev, Ltd.                                       $45,559

Forest City Management             Rent                   $43,353

Benchmark                                                 $40,564

Absolute Brilliance                                       $40,173

Fashion Show Mgt. LLC              Rent                   $34,565

Park Meadows                       Rent                   $32,478

Southwest Plaza                    Rent                   $32,418

Fashion Place/Rouse Co.            Rent                   $31,890

Westday Associates L.P.            Rent                   $30,133

MMP Citadel, LLC                   Rent                   $29,439

New River                          Rent                   $28,217

TWC-Chandler LLC                   Rent                   $28,075

Hocker Oxmoor                      Rent                   $25,786

East Mesa Associates                                      $25,322

L.I.D. Diamonds Ltd.                                      $24,377

Retail Property Trust                                     $23,904

The Retail Property Trust-Simon                           $23,903


FRED WEBB: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Fred Duane Webb
        Deborah Jane Webb
        824 Mill Creek Road
        Arnold, MD 21012

Bankruptcy Case No.: 07-20649

Chapter 11 Petition Date: October 29, 2007

Court: District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: Steven H. Greenfeld, Esq.
                  Cohen, Baldinger & Greenfeld, L.L.C.
                  7910 Woodmont Avenue, Suite 760
                  Bethesda, MD 20814
                  Tel: (301) 881-8300
                  Fax: (301) 881-8350

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 14 Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Park Station Limited                                 $246,451
Partnership, L.L.L.P.
Suite 500
17 West Pennsylvania Avenue
Towson, MD 21204

Michael Cohn                                         $150,000
515 Bayberry Drive
Severna Park, MD 21146

P.N.C. Bank                                          $58,510
Consumer Loan Center
P5-PCLC-02-R
2730 Liberty Avenue
Pittsburgh, PA 15222

St. John Properties, Inc.                            $36,564

Lake Shore Associates,                               $29,463
L.L.C.

Goel Enterprises, Inc.                               $29,463

The Bayard Firm                                      $8,068

Piney Shops, L.L.C.                                  $6,528

Struever Bros, Eccles & Rouse                        $5,662

State Department of                                  $5,400
Assessments and Taxation

First Data Merchant Services                         $3,099

Beverly Faith Halloran-Hogrete                       $2,000

Provident Bank                                       $1,890

F.A.T.A., Inc.                                       $680


GAP INC: Issues Statement on Child Labor Allegations
----------------------------------------------------
Gap Inc. issued a statement clarifying information surrounding a
UK media report on the use of child labor in an unauthorized
facility that produced a single product for Gap.

Earlier this week, the company was informed about an allegation of
child labor at a facility in India that was working on one product
for GapKids.  An investigation was immediately launched.  The
company noted that a very small portion of a particular order
placed with one of its vendors was apparently subcontracted to an
unauthorized subcontractor without the company's knowledge or
approval.  This is in direct violation of the company's agreement
with the vendor under its Code of Vendor Conduct.

Marka Hansen, president of Gap North America, said:

"We strictly prohibit the use of child labor.  This is a non-
negotiable for us -- and we are deeply concerned and upset by this
allegation.  As we've demonstrated in the past, Gap has a history
of addressing challenges like this head-on, and our approach to
this situation will be no exception.

"In 2006, Gap Inc. ceased business with 23 factories due to code
violations.  We have 90 people located around the world whose job
is to ensure compliance with our Code of Vendor Conduct.

"As soon as we were alerted to this situation, we stopped the work
order and prevented the product from being sold in stores.  While
violations of our strict prohibition on child labor in factories
that produce product for the company are extremely rare, we have
called an urgent meeting with our suppliers in the region to
reinforce our policies.

"Gap Inc. has one of the industry's most comprehensive programs in
place to fight for workers' rights overseas.  We will continue to
work with the government, NGOs, trade unions, and other
stakeholder organizations in an effort to end the use of child
labor."

Gap Inc. (NYSE: GPS) -- http://www.gapinc.com/-- is an       
international specialty retailer offering clothing, accessories
and personal care products for men, women, children and babies
under the Gap, Banana Republic, Old Navy, Forth & Towne and
Piperlime brand names.  Gap Inc. operates more than 3,100 stores
in the United States, the United Kingdom, Canada, France, Ireland
and Japan.  In addition, Gap Inc. is expanding its international
presence with franchise agreements for Gap and Banana Republic in
Southeast Asia and the Middle East.

                           *   *   *

The company continues to carry Fitch's BB+ Issuer Default Rating.  
The company also carries Standard & Poor's Ratings Services' BB+
corporate credit rating.


GATEHOUSE MEDIA: To Buy Morris Publications for $115 Million
------------------------------------------------------------
GateHouse Media, Inc. has signed a definitive asset purchase
agreement to acquire fourteen daily newspapers, three non-daily
newspapers, a commercial printing operation and other related
publications from Morris Publishing Group for a purchase price of
approximately $115 million.

Morris Publishing Group disclosed that it will utilize all of the
net cash proceeds from the sale to pay down the debt outstanding
under its bank credit agreement.

The transaction is expected to close before the end of November
and is subject to regulatory approval and customary closing
conditions.

The daily newspapers to be sold include:

    * the Dodge City (Kansas) Daily Globe,
    * The Newton (Kansas) Kansan,
    * The (Pittsburg, Kansas) Morning Sun,
    * the Hillsdale (Michigan) Daily News,
    * The Holland (Michigan) Sentinel,
    * the Hannibal (Missouri) Courier-Post,
    * The (Independence, Missouri) Examiner,
    * The Grand Island (Nebraska) Independent,
    * the York (Nebraska) News-Times,
    * The Daily Ardmoreite (Oklahoma),
    * The Shawnee (Oklahoma) News-Star,
    * the Yankton (South Dakota) Daily Press & Dakotan,
    * The Oak Ridger (Tennessee), and
    * the News Chief (Winter Haven, Florida).

The non-daily newspapers include:

    * La Estrella (Dodge City, Kansas),
    * The Girard (Kansas) City Press and
    * the Vermillion (South Dakota) Plain Talk.

The commercial printing operation is Flashes Publishing
(Michigan), which also publishes The Holland Sentinel and the
Flashes Shopping Guides (Michigan), related free non-daily
community publications included in the sale.

"This is an excellent acquisition opportunity for GateHouse," Mike
Reed, Chief Executive Officer of GateHouse, said.  "These are
strong local media franchises in small markets, many of which are
near existing GateHouse properties and offer compelling synergy
opportunities.  We are also enthusiastic about the acquisition
from a financial standpoint as we expect these assets to generate
an incremental $14 million of Adjusted EBITDA."

Commenting on the sale, William S. Morris IV, Morris Publishing
Group's chief executive officer and president, said, "While it is
difficult to say goodbye, this sale is in line with our strategic
plan to focus on our larger markets and will enable us to pay down
our existing bank debt.  We greatly appreciate the work by the
employees of these great newspapers during the time they've been a
part of Morris."

                   About Morris Publishing

Based in Augusta, Georgia, Morris Publishing Group, LLC --
http://www.morris.com/-- is a wholly owned subsidiary of Morris  
Communications Company, LLC, a privately held media company.  
Morris Publishing owns and operates 27 daily newspapers as well as
nondaily newspapers, city magazines and free community
publications in the Southeast, Midwest, Southwest and Alaska.

                     About GateHouse Media

Headquartered in Fairport, New York, GateHouse Media, Inc.,
(NYSE:GHS) -- http://gatehousemedia.com/-- is a publisher of  
locally based print and online media in the United States.  
GateHouse Media currently serves local audiences of more than 10
million per week across 19 states through hundreds of community
publications and local websites. GateHouse Media is traded on the
New York Stock Exchange under the symbol "GHS."

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 29, 2007,
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.  

Ratings affirmed are B1 rating of the company's senior secured
first lien revolving credit facility; B1 rating of its senior
secured term loan B; B1 rating of its senior secured term loan C;
B1 senior secured delayed draw term loan rating; B1 corporate
family rating and B2 probability of default rating.  The rating
outlook is changed to negative from stable.


GENCORP INC: Fitch Affirms and then Withdraws Ratings
-----------------------------------------------------
Fitch Ratings affirmed and simultaneously withdrew these GenCorp
Inc. ratings:

   -- Long-term Issuer Default Rating 'B-';
   -- Senior secured revolving credit facility 'BB-/RR1';
   -- Senior secured term loan 'BB-/RR1';
   -- Senior subordinated notes 'BB-/RR1';
   -- Contingent convertible subordinated notes 'CCC+/RR5';
   -- Convertible subordinated debentures 'CCC+/RR5'.

The Rating Outlook is Stable.

Fitch will no longer provide rating coverage of Gencorp.


GLOBAL POWER: Sells Braden's Asset to Prestige for $575,000
-----------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized Global Power Equipment Group Inc. and its debtor-
affiliates to sell certain asset to Prestige Equipment Corporation
for $575,000, under an asset purchase agreement dated Oct. 16,
2007.

Under the agreement, the Debtors will sell the boring mill owned
by Braden Manufacturing LLC, its auxiliary power equipment segment
in Tulsa, Oklahoma.  The will also provide an insurance policy of
at least $700,000 to Prestige Equipment for any damage to the
Debtors' property during the removal of the equipment.

In addition, Prestige Equipment will pay all existing brokerage
claims to Tom Lowkes of Fabricating & Production Machinery in
Spencer, Massachusetts.

At the closing date, Prestige Equipment will immediately pay the
Debtors the entire purchase price by wire transfer.

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

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

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

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


HAWTHORNE GRANDE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Hawthorne Grande L.P.
        101 Burr Ridge Parkway
        Burr Ridge, IL 60527
        Tel: (312) 346-1300

Bankruptcy Case No.: 07-20082

Chapter 11 Petition Date: October 29, 2007

Court: Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: Morgan M. Smith, Esq.
                  Schwartz Cooper Chartered
                  180 North LaSalle Street, Suite 2700
                  Chicago, IL 60601
                  Tel: (312) 346-1300
                  Fax: (312) 264-2489

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
   ------                          ---------------   ------------
Green Advertising                  Trade Debt             $43,295
302 Clint Moore Road
Suite 226
Boca Raton, FL 33487

Orlando Sentinel                   Trade Debt             $37,496
c/o Levy Diamond
Bello & Associates
Attn: Craig Capitan
497 Bic Drive
Milford, CT 06461

Progress Energy                    Trade Debt             $10,098
5225 Tech Data Drive
Clear Water, FL 33760

X-Press Carpet Service             Trade Debt              $8,700

Orange County Utilities            Trade Debt              $6,814

Sherwin Williams                   Trade Debt              $4,255

Smart Deal Services                Trade Debt              $2,734

Millennium Contract                Trade Debt              $2,620

HD Supply                          Trade Debt              $1,941

Pristine Clean                     Trade Debt              $1,640

Apartment Hunters                  Trade Debt              $1,847

Brownie's                          Trade Debt              $1,185

For Rent                           Trade Debt                $993

Firetronics                        Trade Debt                $692

Every Green                        Trade Debt                $679

Atlas Glass & Mirror               Trade Debt                $580

IKON Financial Services            Trade Debt                $552

Wilmar                             Trade Debt                $549

Human Directionals                 Trade Debt                $420

Performance Gate Systems           Trade Debt                $395


HOST HOTELS: Christopher J. Nassetta Resigns as President and CEO
-----------------------------------------------------------------
Christopher J. Nassetta has tendered his resignation as president
and chief executive officer of Host Hotels & Resorts Inc., to
become president and chief executive officer of Hilton Hotels
Corporation.

Mr. Nassetta will remain at the company until the end of November
to assist in the transition of duties to the new chief executive
officer.  The board of directors, while expressing its regret at
Chris Nassetta's decision, thanks him for 12 years of outstanding
service during which the size of the company more than doubled,
the stockholder value was significantly enhanced, and the brand
diversification of the Company's portfolio was substantially
improved.

The board of directors appointed W. Edward Walter as president and
chief executive officer effective Oct. 29, 2007.  Mr. Walter is
currently executive vice president and chief financial officer, a
position he has held since 2003.  Since he joined the company in
1996, he has served in various senior management positions,
including chief operating officer.

Richard E. Marriott, chairman of the board said, "Ed Walter has
been involved in every area of the company's operations and has
been an integral part of each of our major transactions over the
last ten years, including our conversion to a REIT in 1998, the
restructuring of our balance sheet and, most recently, our $3.5
billion acquisition of hotels from Starwood.  The board is
extremely pleased that Ed Walter will assume this responsibility
and knows that he will be successful in implementing the company's
Best In Class strategy as our new CEO."

                 About Host Hotels & Resorts

Headquartered in Bethesda, Maryland, Host Hotels & Resorts Inc.
(NYSE:HST) -- http://www.hosthotels.com/-- is a lodging real  
estate investment trust and owns luxury and upper upscale hotels.  
The company currently owns 121 properties with approximately
64,000 rooms, and also holds a minority interest in a joint
venture that owns seven hotels in Europe with approximately 2,700
rooms.  Guided by a disciplined approach to capital allocation and
aggressive asset management, the company partners with premium
brands such as Marriott(R), Ritz-Carlton(R), Westin(R),
Sheraton(R), W(R), St. Regis(R), The Luxury Collection(R),
Hyatt(R), Fairmont(R), Four Seasons(R), Hilton(R) and
Swissotel(R)* in the operation of properties in over 50 major
markets worldwide.

                       *     *     *

As reported in the Troubled Company Reporter on Oct. 19, 2007,
Fitch Ratings upgraded these ratings of Host Hotels & Resorts,
Inc.'s Issuer Default Rating to 'BB+' from 'BB' and Preferred
Stock to 'BB' from 'B+', and its principal operating subsidiary,
Host Hotels & Resorts L.P.'s IDR to 'BB+' from 'BB', Bank credit
facility to 'BB+' from 'BB', Senior unsecured notes to 'BB+' from
'BB', and Exchangeable senior unsecured debentures to 'BB+' from
'BB'.  Fitch's rating action affects about $4.2 billion of
securities.  The rating outlook is stable.


ISOTIS INC: Stockholders Approve Sale of Company to Integra
-----------------------------------------------------------
Stockholders of IsoTis Inc. have approved the sale of IsoTis to
Integra LifeSciences Holdings Corporation pursuant to an agreement
and plan of merger dated as of Aug. 6, 2007.

The acquisition is expected to close shortly, followed by
settlement of the acquisition price of $7.25 in cash per share.  
Following the merger, shares of IsoTis common stock will cease to
be listed on NASDAQ.

IsoTis Inc. revealed the interim tabulation results of the special
stockholders' meeting held on Oct. 11, 2007 and
adjourned to Oct. 23, 2007.

Prior to Oct. 11, 2007, approximately 2,555,000 shares, 36% of
the shares entitled to vote, voted for the merger with Integra
LifeSciences.

The votes "for" the merger represented 93% of the total number
of approximately 2,753,000 votes cast prior to Oct. 11, 2007.

As previously disclosed on Oct. 12, 2007, the number of shares
represented at the meeting was insufficient to establish the
quorum of 3,549,615 shares necessary to approve the proposed
merger.

              About Integra LifeSciences Holdings

Based in Plainsboro, New Jersey, Integra LifeSciences Holdings
Corp. (NASDAQ:IART) -- http://www.integra-ls.com/-- is an   
integrated medical device company involved in regenerative
medicine.  The company is engaged in the development,
manufacturing and marketing of surgical implants and medical
instruments. These products include both implants for
neurosurgery, spinal surgery, reconstructive surgery and medical
surgical equipment.

                           About IsoTis

Headquartered in Irvine, California, IsoTis Inc. (NASDAQ: ISOT)
-- http://www.isotis.com/-- is an orthobiologics company that
develops, manufactures and markets proprietary products for the
treatment of musculoskeletal diseases and disorders.  The
company's international sales headquarters are based in
Lausanne, Switzerland.

On Aug. 7, 2007 Integra and IsoTis said that they have reached a
definitive agreement to create a global orthobiologics leader.  
The combination would create a comprehensive orthobiologics
portfolio, one of the largest sales organizations focused on
orthobiologics in the US, and multiple cross-selling
opportunities.  The transaction is subject to approval of IsoTis'
stockholders, as well as other closing conditions and approvals.  
Upon closing, IsoTis will become a wholly-owned subsidiary of
Integra and Integra will be one of the largest companies in the
world focused on advanced technology in orthobiologics.

                      Bankruptcy Warning

The IsoTis Board of Directors continues to believe unanimously
that the interests of IsoTis' stockholders are best served by
the acquisition by Integra, and that there are no feasible
alternatives for the company and the stockholders.  If IsoTis is
unable to obtain the vote necessary to approve the proposed
transaction, the company believes it will have to seek
bankruptcy protection.


JAYS FOODS: Gets Interim OK to Access $25.4 Mil. LaSalle DIP Fund
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave Jays Foods Inc. and Select Snacks Inc. permission to borrow
postpetition financing from LaSalle Business Credit LLC up to an
aggregate amount of $25,400,000.

The postpetition financing will accrue interest on the outstanding
principal amount at a rate equal to the prime rate plus 2%.

The Court rules that until the Debtors pay in full its  
postpetition and prepetition loans, the Debtors will remit to
LaSalle immediately upon receipt, cash collateral in their
possession including funds in lock box accounts as of the
bankruptcy filing.  Proceeds or payments of prepetition and
postpetition loans together with cash collateral proceeds remitted
to LaSalle will be applied in this manner:

   -- first, to outstanding postpetition loans

   -- next, to accrued, unpaid interest on postpetition loans;

   -- next, to accrued interests and costs of prepetition loans;
      and

   -- last, to any portion of prepeition debt consisting of
      principal.

The obligations of the prepetition and postpetition lender will
terminate at the earlier of:

   -- Dec. 10, 2007;
   -- or entry of an order approving sale of substantially all of
      the Debtors's assets;
   -- or the effectivity date of a reorganization plan;
   -- or conversion of the case to liquidation under chapter 7;
   -- or dismissal of the chapter 11 cases.

The Court has set a hearing on Nov. 8, 2007, at 10:30 a.m. for
considering final approval of the Debtors' request to borrow
postpetition financing.

Objections may be filed no later than Nov. 5, 2007, at 4:00 p.m.
and sent to the Bankruptcy Clerk and copies sent to:

   a. Mark K. Thomas, Esq.
      Winston & Strawn LLP
      35 W. Wacker Drive
      Chicago, IL 60601

   b. John P. Sieger, Esq.
      Katten Muchin Rosenman LLP
      525 W. Monroe Street
      Chicago, IL 60601

   c. James B. Sowka
      Office of the U.S. Trustee
      227 W. Monroe Street, Suite 2750
      Chicago, IL 60601

   d. Jeffrey N. Pomerantz, Esq.
      Pachulski, Stang, Ziehl & Jones LLP
      10100 Santa Monica Boulevard, 11th Floor
      Los Angeles, CA 90067

   e. Steve Jakubowski, Coleman Law Firm
      77 W. Wacker Drive
      Chicago, IL 60601

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.  Kurtzman Carson Consultants LLC serve as
their notice, claims and balloting agent.  When they sought
protection from their creditors, they listed assets and debts
between $10 million and $50 million.


JFK MEDICAL: Poor Performance Cues Moody's to Cut Ratings
---------------------------------------------------------
Moody's Investors Service downgraded to Ba1 from Baa2 the
underlying rating assigned to JFK Medical Center/Hartwyck at Oak
Tree's outstanding debt listed at the conclusion of this report.  

The rating downgrade reflects material decline in operating
performance and balance sheet indicators of JFK Medical
Center/Hartwyck at Oak Tree and Muhlenberg Regional Medical
Center.  Moody's analysis is based on the consolidated statements
of Solaris Health System Inc., parent organization of JFK and MRMC
in determining the rating for JFK.  MRMC's underlying rating is
also downgraded to Ba1 from Baa2 as its rating is based on a
guarantee of debt service to the bond insurer by the JFK Obligated
Group.

                        Legal Security

The JFK bonds are secured by a gross revenue pledge of JFK.  The
MRMC bonds are secured by a gross revenue pledge of MRMC and a
mortgage of MRMC property.  MRMC's bonds are insured and JFK
provides a guarantee to the insurer that is limited to MRMC's
annual debt service payments of about $2.3 million.

                   Interest Rate Derivatives

JFK is a party to a number of swap transactions with Morgan
Stanley (Aa3), with a total notional amount of $67.335 million.
JFK entered into these transactions to lower the effective
interest cost on its Series 1993 and 1995 bonds and reduce its
exposure to variable interest rates.  The aggregate market value
of the swap transactions, as of Sept. 30, 2007, was about negative
$1.5 million.  Morgan Stanley has the right to terminate the swaps
if JFK is rated below Baa3.

                          Strengths

* Sizable system, with 754 acute care licensed beds (2 sites),
  94 rehabilitation beds, 644 long-term care beds (3 sites),
  one assisted living facility and an ambulatory care centers.
  Leverage created by Solaris improves upon the market clout
  JFK and MRMC could achieve as an independent entity

* Expanding operating room capacity at JFK to accommodate
  increased volume of inpatient and outpatient surgical
  services.

* Positive volume trends at JFK in maternity and adult
  inpatient services with continuing growth of medical staff.
  JFK and MRMC have experienced positive volume trends for
  outpatient services.

* Revenue cycle initiatives and patient flow initiative
  focusing on to reducinge length of stay reductions is
  beginning to demonstrate results

* JFK's Iinclusion in the New York City metropolitan service
  area for Medicare reimbursement will result in additional
  revenue for years 2007 through

* Nursing school on Muhlenberg's campus provides access to
  recruitment of nurses.  New School of Nursing facility,
  including a dormitory was completed in September 2006

                           Challenges

* MRMC has been a financial drain on the system especially over
  the last two years and has had a negative impact on the
  System's financial performance.  Recent operating losses have
  consumed system and managerial resources

* MRMC is currently not in compliance with its financial
  covenants including one that constitutes an event of default;
  noncompliance could result in immediate acceleration of the
  MRMC bonds if exercised by the bond insurer.  JFK's
  obligation on MRMC's bonds is limited to annual debt service
  payments paid to the insurer of about $2.3 million per year
  which would redirect that cashflow from JFK's capital needs.

* Materially declining balance sheet as a result of its
  unfunded defined benefit pension plan that has required
  increasing contributions from $17 million for 2006 to
  $31 million for 2007.

* Material 23% decline in cash since FY end 2006 such that cash
  balances for system now equate to a modest 48 days cash on
  hand through six months 2007 with expectation for further
  decline during 2007 by year end.  Muhlenberg has depleted its
  cash balances and is being subsidized by JFK.

* Letter of credits which back variable rate Series 2003 and
  2005 expire in December 2008.

* Increasing uncompensated care and Medicaid payer mix at JFK
  impacting financial performance at that facility.

                 Recent Developments/Results

The double notch downgrade reflects the material and unexpected
decline in financial performance for fiscal 2006 which has
continued into the current fiscal year.  Favorable financial
performance at Solaris in FY 2005 was reversed during FY 2006
despite volume increases at both Muhlenberg and JFK.  A shifting
payer mix at JFK that saw increased uncompensated charity care
patients in its emergency room and inpatient service has
contributed to the revenue pressure and the decline in performance
at JFK during FY2006.

This reversed that facility's improved operating performance the
prior two years.  MRMC's annual loss increased materially in
FY2006 to $3.6 million from $1.9 million primarily due to a
decrease of $1.5 million in Medicare Disproportionate Share
reimbursement, despite inpatient volume increasing 3% as a result
of new managed care contracts.  MRMC's losses have increased in
the current fiscal year primarily due to a decline in inpatient
admissions and an increased use of agency personnel growing to
$7.3 million loss (unaudited) through six months 2007 and expected
to continue on its current run-rate for the remainder of the year.

JFK's financial performance has also fallen short of expectations,
recording a $3.2 million operating loss through six months
(unaudited).  Increasing Uncompensated Care and Medicaid volumes
continue to contribute to revenue pressure and have offset the
increasing volume of inpatient and outpatient services at JFK.  
Initiatives to control labor resources (agency personnel, overtime
and staffing), pharmacy costs, length of stay, and various supply
chain expenses are targeted to show measurable results in the
fourth quarter and stem the year-end loss.

The balance sheet has deteriorated in concert with the downturn in
cashflow and operating performance which has been especially
impacted by, required pension contributions to its defined benefit
plan.  The Plan was underfunded by $70 million at fiscal year end
2006.  Contributions of $15 million of the $31 million requirement
for 2007 were made through June 30, 2007, contributing to the 23%
decline in total cash reserves since Dec. 31, 2006.  Days cash on
hand has declined from 69 days to 48 days (46.7% cash to debt) and
MRMC's liquidity is currently marginal at best.

The remaining contribution to the pension will impact cash
balances further.  Additionally, capital spending has been scaled
back to conserve cash but with the capital spending ratio below 1
times for the last five years, deferred spending may prove
difficult to compensate for now that cashflow has declined to
these low levels and the guarantee of MRMC's annual debt service
payment will become an annual cashflow outlay from JFK.  FHA
insurance is being pursued to finance construction of a long term
care facility to replace Edison Estates.

Moody's believes that the Solaris Board needs to evaluate its
options for MRMC and its future in Solaris.  Moody's does not
believe that MRMC's value has been accretive to the system and we
believe the board has been quite generous with its time and
efforts to turn that facility around and provide a supportive
operating environment for MRMC and its immediate community.
However, MRMC's financial impact has taken its toll, and has been
a major contributor to the declining credit profile of Solaris.

In addition to its $98.97 million of rated debt, the System is
also obligated on $35.2 million in variable rate debt issued by
JFK through the COMP program (2003 and 2005 bonds) and
$13 million of debt issued by the assisted living facilities for a
total of $147.17 million of total outstanding debt.

                           Outlook

The negative outlook is based on Moody's belief that JFK's
weakened balance sheet and decline in financial performance may
not be able to stabilize satisfactorily to offset the increasing
losses at MRMC.  Moody's believes that JFK's credit position could
deteriorate further over the intermediate term if initiatives
being put into place now do not generate sufficient new volume and
revenue in the near-term and if balance sheet measures decline
further from current levels.

What could change the rating -- Up

Sale or divestiture of Muhlenberg, improved liquidity, improved
performance at JFK

What could change the rating -- Down

Continued operating losses, reduction in liquidity, increase in
debt, inability to extend LOC or find a new provider for variable
rate issues before Dec. 31, 2008

Key Indicators:

Assumptions & Adjustments:

   -- Based on financial statements for Solaris Health Inc. and
      Controlled Entities

   -- First number reflects audit year ended December 31, 2005

   -- Second number reflects audit year ended December 31, 2006

   -- Investment returns normalized at 6% unless otherwise
      noted

* Inpatient admissions: 30,649; 31,101

* Total operating revenues: $496.8 million; $528.6 million

* Moody's-adjusted net revenue available for debt service:
  $35.4 million; $27.6 million

* Total debt outstanding: $153.3 million; $148 million

* Maximum annual debt service (MADS): $12.82 million;
  $12.82 million

* MADS Coverage with reported investment income: 2.57 times;
  2.04 times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 2.67 times; 2.08 times

* Debt-to-cash flow: 5.36 times; 7.55 times

* Days cash on hand: 64.9 days; 59.2 days

* Cash-to-debt: 54.9%; 54.0%

* Operating margin: (0.1)%; (1.6)%

* Operating cash flow margin: 6.1%; 4.1%

Rated Debt (debt outstanding as of Dec. 31, 2006):

   -- $12.825 million outstanding, Series 1993, FGIC insured,
      JFK Obligated Group issue

   -- $21.93 million outstanding, Series 1995, FGIC insured,
      JFK Obligated Group issue

   -- $44.39 million outstanding, Series 1998, MBIA insured,
      JFK Obligated Group issue

   -- $19.825 million outstanding, Series 2000, Ambac insured,
      Muhlenberg Regional Medical Center issue, annual debt
      service guaranteed by Solaris

   -- $17.2 million outstanding, Series 2003 COMP pooled
      financing, rated Aa2/VMIG1 based on Wachovia LOC, JFK
      Medical Center

   -- $18 million outstanding, Series 2005 COMP pooled
      financing, rated Aa2/VMIG1 based on Wachovia LOC, JFK
      Medical Center

   -- $13.03 million outstanding, Series 2001, Whispering Knoll
      and Hartwyck West


JOYCE DON: CFI Wants Chapter 11 Case Dismissed on Bad Faith
-----------------------------------------------------------
Central Florida Investments, Inc., a creditor, asks the United
States Bankruptcy Court for the Middle District of Florida to
dismiss the chapter 11 case of Joyce, Don & Associates, Inc., or
in the alternative, convert the case to a chapter 7 liquidation
proceeding

                        Prepetition Debt

CFI tells the Court that on Jan. 24, 2006, it sold real property
located at 6303 Grand National Drive in Orlando, Florida, to the
Debtor.  In order to fund purchase of the property, CFI loaned
$4.2 million to the Debtor through a Promissory Note dated
Jan. 24, 2006.  Further, CFI relates, the Debtor also executed a
Mortgage and Security Agreement in favor of CFI encumbering the
Property and additional tangible and intangible personal property.
The Debtor also executed a UCC-1 Financing Statement, filed
with the Florida Secretary of State on Feb. 1, 2006, which granted
CFI a  security interest in certain personal property.

Under the terms of the Note, the Debtor was required to pay CFI
interest installments on the first day of each month.  However, on
or about March 1, 2007, the Debtor defaulted on the Note and
accompanying  Mortgage by failing to pay the requisite interest
installment and otherwise  perform under the terms of the loan
documents.  In fact, CFI discloses, the Debtor failed to make any
payments to CFI on the indebtedness from and including March 1,
2007 to the present.

                         Foreclosure

Thus on May 30, 2007, CFI filed an action against the Debtor for:

    (a) foreclosure of the Mortgage;

    (b) foreclosure of the security interest in the Personalty;
        and

    (c) breach of the Note.

The Debtor was duly served with process in the foreclosure action
and a default was entered against it on June 29, 2007, and on
Sept. 10, 2007, a Final Judgment of Foreclosure was entered in the
foreclosure action, whereby the amount due by the Debtor to CFI
was liquidated at $5,150,857.80, plus statutory interest and
additional advances.  

Pursuant to the Judgment, a foreclosure sale was scheduled on
October 11.  The Debtor however filed a voluntary petition under
Chapter 11 minutes before the sale was about to occur.  As of
October 11, CFI says that it is owed $5.2 million and interest
continues to accrue at $1,552.31 per day.

                         Filed Pro Se


CFI contends that the Debtor's bankruptcy petition is "null and
void" since it was filed pro se and corporation are not allowed to
file a bankruptcy petition pro se.

CFI discloses that the petition was signed by a Donna Daniels.  
However, as of Oct. 11, 2007, the Florida Bar had no record of any
"Donna Daniels" being a licensed member of the bar in good
standing.

                       Substantial Loss

CFI further argues that that Debtors' business activities
demonstrate a substantial or continuing loss or diminution of
estate property in the absence of a reasonable likelihood of
rehabilitation.  The Debtor's sole assets consist of four parcels
of land located in Orange County, Florida, and all of these
parcels are the subject of separate foreclosure actions.

CFI also says that the Debtor engaged in gross mismanagement of
the estate by failing to put any of its property to productive
use, allowing the mortgages to fall into arrears, and otherwise
allowing all of its assets to become the subject of foreclosure
actions.

                       Bad Faith Filing

Aside from the reasons already mentioned, CFI further goes on to
say that the Debtor filed its bankruptcy petition in "bad faith."

Under the Phoenix Piccadilly factors, CFI cites that:

    * the Debtor has no unsecured creditors

    * all of the Debtor's property is the subject of foreclosure
      actions as a result of arrearages on the debt;
  
    * the Debtor has few employees;

    * The Debtor's financial problems exclusively involve disputes
      between it and secured creditors which can and should be
      resolved in a state court action;

    * the Debtor has defaulted under CFI's Note and Mortgage and,
      but for the automatic stay imposed by Section 362(a) of the
      Bankruptcy Code, CFI is entitled to conclude its foreclosure
      proceedings by having the Property sold at a Clerk's
      foreclosure sale; and

    * the Debtor filed its bankruptcy petition minutes before the
      Clerk's sale scheduled in the foreclosure action.  The
      timing of the filing evidences an obvious intent to delay or
      forestall the legitimate efforts of CFI to enforce its
      rights in the Property.

The Court is set to hear on the request on November 8.

                        About Joyce, Don & Associates

Based in Orlando, Florida, Joyce, Don & Associates, Inc., filed
for chapter 11 protection on Oct. 11, 2007 (Bankr. M.D. Fla. Case
No. 07-04878).  Donna Daniels, Esq., at Joyce, Don & Associates,
Inc., represents the Debtor.  When the Debtor filed for protection
from its creditors, it listed total assets of $18 million and
total debts of $78 million.


KELLWOOD COMPANY: Robert Siegel Joins the Board of Directors
------------------------------------------------------------
Kellwood Company elected Robert Siegel to the company's board of
directors effective Nov. 1, 2007, according to Robert C. Skinner,
Jr., chairman, president and chief executive officer.

A seasoned executive with over 40 years in the retail and apparel
industry, Mr. Siegel brings an extensive background in management
consulting and firsthand brand building experience. He is
currently the chairman, president and chief executive officer of
Lacoste-USA.  Since joining Lacoste in 2002, he has successfully
repositioned the brand in the United States, making it one of the
company's number one markets from a financial and marketing
perspective.

Prior to this post, Mr. Siegel held several executive leadership
roles.  At Kurt Salmon Associates Inc. where he worked as an
advisor to global retailers and apparel manufacturers, he held the
post of managing director/consultant.  He also served as chairman,
president and CEO at Stride Rite Corporation, and as president of
all designer brands at Levi Strauss & Company, where he ascended
to president of menswear.  While at Levi Strauss & Company, he
created and introduced the Dockers brand.

He succeeds Robert Baer who retired from the Board in June 2007.  
Kellwood's Board has nine directors: eight independent directors
and one management director.  He will become a member of the
compensation committee.

"On behalf of the Kellwood Board of Directors and our entire
management team, I want to welcome Bob.  He is a proven leader
with an impressive track record and notable career.  We look
forward to benefiting from his insight and guidance," commented
Mr. Skinner.

                   About Kellwood Company

Headquartered in St. Louis, Missouri, Kellwood Company (NYSE: KWD)
-- http://www.kellwood.com/ -- markets apparel and consumer soft  
goods.  The company specializes in branded as well as private
label products, and markets to all channels of distribution with
product specific to a particular channel.

                      *     *     *

As reported in the Troubled Company Reporter on Oct. 9, 2007,
Moody's Investors Service lowered its corporate family and
probability of default ratings on Kellwood Company to Ba3 from
Ba2, concluding the review for possible downgrade that commenced
on Sept. 10, 2007.  At the same time the ratings on the company's
unsecured debentures were lowered to B1 from Ba3. The rating
outlook is stable.


KHALED ANBER: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Khaled Anber
        aka Ahmed Khaled Anber
        dba Corporate Limousine and Sedan
        dba Galaxy Vending
        dba Awesome Mobile Mix Concete, L.L.C.
        P.O. Box 2121
        Mill Valley, CA 94942

Bankruptcy Case No.: 07-29062

Type of Business: The Debtor owns business providing limousine
                  transportation and vending machines.

Chapter 11 Petition Date: October , 2007

Court: Eastern District of California (Sacramento)

Judge: Robert S. Bardwil

Debtor's Counsel: David C. Johnston, Esq.
                  Gianelli & Associates
                  P.O. Box 3212
                  Modesto, CA 95353
                  Tel: (209) 521-6260

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


KITTY HAWK: Section 341(a) Meeting Scheduled on November 14
-----------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of Kitty Hawk
Inc.'s creditors on Nov. 14, 2007, at 10:30 a.m., at Room 7A24,
Fritz G. Lanham Federal Building, 819 Taylor Street in Ft. Worth,
Texas.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Texas, Kitty Hawk Inc. (AMEX: KHK) --
http://www.kittyhawkcompanies.com/-- is a holding company  
providing corporate planning and administrative services.  It
operates through its three wholly owned bankrupt subsidiaries,
Kitty Hawk filed for Chapter 11 protection on May 1, 2000 (Bank.
N.D. Tex. Case No. 00-42141).  On Aug. 5, 2002, the Court
confirmed the Debtor's Plan which became effective on Sept. 30,
2002.

The Debtor, along with four affiliates, filed new voluntary
chapter 11 petitions on Oct. 15, 2007 (Bankr. N.D. Tex. Case Nos.
07-44536 to 07-44540).  Gogi Malik, Esq., and Jason S. Brookner,
Esq., at Andrews & Kurth, LLP, represent the Debtors.  As of
Aug. 31, 2007, the Kitty Hawk's balance sheet showed total assets
of $40 million and total liabilities of $31 million.


KITTY HAWK: U.S Trustee Appoints Nine-Member Creditors Committee
----------------------------------------------------------------
William T. Neary, the U.S. Trustee for Region 6, appointed nine
creditors to serve on an Official Committee of Unsecured Creditors
in Kitty Hawk Inc. and its debtor-affiliates' chapter 11 cases.

The Committee members are:

    1. Rich Mellone
       World Fuel Services Corporation
       9800 Northwest 41st Street, Suite 400
       Miami, FL 33178
       Tel: (305) 428-8000
       Fax: (305) 392-5645

    2. Ira R. Abel
       Aviation Services International, LLC
       420 Lexington Avenue
       New York, NY 10170
       Tel: (212) 381-8725
       Fax: (212) 586-5095

    3. Dean Warinner
       Airline Pilots Association
       2050 West Warm Springs Road, #3824
       Henderson, NV 89014
       Tel: (702) 596-9913

    4. Timothy G. Wahlberg
       Evergreen Aviation Ground Logistics Enterprises, Inc.
       3850 Three Mile Lane
       McMinnville, OR 97128-9496
       Tel: (503) 472-9361
       Fax: (503) 472-9150

    5. Terry Cregg
       Pacific Motor Transport
       1229 Pleasant Run Road, Suite 300
       DeSoto, TX 75115
       Tel: (972) 224-8121
       Fax: (972) 224-9243

    6. K. Scott Van Meter
       Aon Risk Services of Texas
       1330 Post Oak Boulevard, Suite 900
       Houston, TX 77056
       Tel: (832) 476-6836
       Fax: (847) 953-0295

    7. Robert E. Booth
       Cargo Services, Inc.
       1601 Northwest 70th Avenue
       Miami, FL 33126
       Tel: (305) 599-9333
       Fax: (305) 599-6262

    8. Karen Fortin
       Quantum Aviation Services
       175 Ammon Drive
       Manchester, NH 03102
       Tel: (603) 647-1276

    9. R. Todd Bennett
       Texas Land & Air Company, LP
       701 Hanover, Suite 400
       Grapevine, TX 76051
       Tel: (817) 329-8939
       Fax: (817) 424-4025

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

Headquartered in Texas, Kitty Hawk Inc. (AMEX: KHK) --
http://www.kittyhawkcompanies.com/-- is a holding company  
providing corporate planning and administrative services.  It
operates through its three wholly owned bankrupt subsidiaries,
Kitty Hawk filed for Chapter 11 protection on May 1, 2000 (Bank.
N.D. Tex. Case No. 00-42141).  On Aug. 5, 2002, the Court
confirmed the Debtor's Plan which became effective on Sept. 30,
2002.

The Debtor, along with four affiliates, filed new voluntary
chapter 11 petitions on Oct. 15, 2007 (Bankr. N.D. Tex. Case Nos.
07-44536 to 07-44540).  Gogi Malik, Esq., and Jason S. Brookner,
Esq., at Andrews & Kurth, LLP, represent the Debtors.  As of
Aug. 31, 2007, the Kitty Hawk's balance sheet showed total assets
of $40 million and total liabilities of $31 million.


LAFAYETTE NEIGHBORHOOD: Section 341(a) Scheduled on November 16
---------------------------------------------------------------
The U.S. Trustee for Region 10 will convene a meeting of Lafayette
Neighborhood Housing Services' creditors on Nov. 16, 2007, at
10:30 a.m., at 230 North 4th Street, 1st Floor Courtroom in
Lafayette, Indiana.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered Lafayette, Indiana, Lafayette Neighborhood Housing
Services -- http://www.nhslaf.org/-- is a community based, non-
profit partnership with many programs designed to benefit the
residents of Lafayette.  LNHS filed for chapter 11 protection on
Oct. 12, 2007 (Bankr. N.D. Ind. Case No. 07-40572).  David A.
Rosenthal, Esq., in Lafayette, Indiana, represents the Debtor.  
When the Debtor filed for protection from its creditors, it listed
total assets of $7,318,668 and total debts of $16,875,249.


LIONEL LLC: Court Says Disclosure Statement is "Adequate"
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved the Amended Disclosure Statement explaining the
Amended Joint Chapter 11 Plan of Reorganization filed by Lionel
LLC and its affiliate, Liontech Company.

The Court noted that the Disclosure Statement contains "adequate
information" pursuant to Section 1125(a)(1) of the Bankruptcy
Code.

Solicitation of votes on the Plan will commence Nov. 9, 2007.

As reported in the Troubled Company Reporter on Oct. 18, 2007,
the Debtors' financial advisor, Houlihan Lokey Howard & Zukin
Capital, L.P., estimated that the Debtors' reorganization value
ranged between $88 million and $122 million.

                       Treatment of Claims

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

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

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

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

                     MTH Litigation Update

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

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

                     Sixth Circuit Decision

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

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

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

                            Mediation

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

                           Estimation

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

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

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

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

                        About Lionel LLC

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

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


LIONEL LLC: Plan Confirmation Hearing Slated for January 31
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing at 10:00 a.m. on Jan. 31, 2008, to consider
confirmation of the Amended Joint Chapter 11 Plan of
Reorganization filed by Lionel LLC and its affiliate, Liontech
Company.

Objections to the confirmation of the Plan, if any, must be
received by the Court no later than 5:00 p.m. on Jan. 16, 2008.

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

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


MACTARA LIMITED: Files Protection from Creditors Under CCAA
-----------------------------------------------------------
MacTara Limited disclosed that it will undergo a 30-day emergency
restructuring under the Companies Creditors Arrangement Act as it
struggles to pay salaries to about 160 workers, Bill Power writes
for the Chronicle Herald, citing Sean Erskine, MacTara officer.  
However, the company intends to continue to operate its business
as it formulates a reorganization plan, Mr. Erskine assures, the
reports relates.

Chief executive officer Gordon Shupe stated in his affidavit filed
with the Supreme Court of Nova Scotia that the company is
confident to "effect a successful restructuring" within a month's
time.  Court documents submitted to the Court reveals that without
the 30-day relief, the company will be forced to immediately cease
operations, Mr. Power notes.

MacTara incurred enormous amounts of debts due to factors which
include downturn in the U.S. housing market and the surge of the
Canadian dollar value, Mr Power reveals.  The company's resort to
restructuring is one of the series of blows to the forest industry
in Nova Scotia, the report says.   

Company representatives will hand over a restructuring proposal to
Supreme Court Justice Richard Coughlan on Nov. 26, 2007.

The company has millions of debts owed to creditors including the
Bank of Nova Scotia, Farm Credit Canada, John Hancock Financial
Services Inc., Nova Scotia Business Inc. and Nova Scotia Power,
according to the report.  A court document shows that the company
has $23 million in total liabilities, the report adds.

The MacTara condition, seen to affect many, has been tagged as
"worrisome" by Agriculture Minister Brooke Taylor, the MLA for
Colchester-Musquodoboit Valley, at a cabinet meeting Thursday, Mr.
Power relates.

MacTara Limited -- http://www.mactara.com/-- is located in Upper  
Musquodoboit in Nova Scotia, Canada and currently focuses on the
production of dimension lumber, industrial bio-fuel wood pellets
and softwood chips utilized in the pulp and paper industry.  It
operates the largest sawmill in the Nova Scotia and a wood-pellet
mill at Upper Musquodoboit.  The lumber mill is the source of
about 80% of the company's products mainly exported to the United
States.  MacTara is recognized as a provincial leader within the
forest product industry.  Through its innovative use of by-
products MacTara is one of the only sawmills in Canada to convert
100% of the logs it consumes into economical and environmentally
friendly products.

Fulghum Fibrefuels Inc. of Georgia holds about 75% interest in the
company, and Erskine Investment Ltd. of Nova Scotia holds the rest
of the 25% interest.


MAGNA ENTERTAINMENT: Completes $20 Million Private Placement
------------------------------------------------------------
Magna Entertainment Corp. disclosed the completion of its private
placement of 8,888,888 MEC Class A Subordinate Voting Stock to
Fair Enterprise Limited, a company that forms part of an estate
planning vehicle for the family of Mr. Frank Stronach, MEC's
Chairman and Interim Chief Executive Officer, at a price of $2.25
per MEC Class A Share, generating proceeds of $20 million.

As a result of the completion of the private placement, the
percentage of MEC Class A Shares beneficially owned by Fair
Enterprise has increased to approximately 21.6% of the issued and
outstanding MEC Class A Shares, representing approximately 10.8%
of the equity of MEC.

The proceeds of the private placement will be used to fund MEC's
operations.

                      About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. (NASDAQ: MECA;
TSX: MEC.A) -- http://www.magnaentertainment.com/-- acquires,  
develops, owns and operates horse racetracks and related pari-
mutuel wagering operations, including off-track betting
facilities.  MEC also develops, owns and operates casinos in
conjunction with its racetracks where permitted by law.  MEC owns
and operates AmTote International Inc., a provider of totalisator
services to the pari-mutuel industry, XpressBet(R), a national
Internet and telephone account wagering system, as well as
MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC has
a fifty percent interest in HorseRacing TV, a 24-hour horse racing
television network and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

                        Going Concern Doubt

Chartered accountants, Ernst & Young LLP, expressed substantial
doubt about Magna Entertainment's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring operating losses
and working capital deficiency.


MATTHEWS BROTHERS: Risks Bankruptcy Filing Amid Housing Slump
-------------------------------------------------------------
Matthews Brothers Builders LLC is facing increasing number of
lawsuits and foreclosures which could lead to its bankruptcy,
Einat Paz-Frankel of the Memphis Business Journal reports.

An attorney representing one or more creditors told the Journal
that a combination of a slow housing market, large inventory of
unsold homes and a potentially swelling debt is what's pulling the
company down.

According to figures taken by the Journal from the Shelby County
Register of Deeds, more than 100 liens totaling more than $333,000
have been filed against Matthews Brothers Builders LLC and
affiliate Mark Matthews Development LLC in the county since July
2007.

Rebekah Hearn of The Daily News relates that among the foreclosure
notices the company received point to assets located at:

   1) 138 Timber Creek Drive in Cordova
   2) Varnavas Drive in Cordova

Based in Cordova, Tennessee, Matthews Brothers Builders LLC --
http://www.matthewsbrothers.com/-- is a homebuilding company  
founded by brothers Mark and Michael Matthews in 1998.


MEDICOR LTD: Exclusive Plan Filing Period Extended Until Dec. 26
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
extended Medicor Ltd. and its debtor-affiliates' exclusive period
to file a plan until Dec. 26, 2007, Bill Rochelle of Bloomberg
News reports.

The Debtors' plan filing period expired on Oct. 27, 2007.

In September 2007, Medicor obtained a $1.5 million debtor-in-
possession loan from a syndicate consisting of Silver Oak Capital,
HFTP Investment, Gaia Offshore Master Fund and Portside Growth and
Opportunity, BusinessWeek relates.

Separately, Mark Heschmeyer of CoStar Group News says MediCor
recently obtained Court approval to sell its European breast-
implant business, which request Kelly Beaudin Stapleton, the U.S.
Trustee for Region 3, sought to deny in August 2007.

In her objection, the U.S. Trustee contended that the Debtors
haven't provided sufficient information to allow evaluation of the
sale procedures.  

The company and seven of its affiliates filed for chapter 11
protection on June 29, 2007 (Bankr. D. Del. Case No. 07-10877)
to effectuate the orderly marketing and sale of their business.
Kenneth A. Rosen, Esq., Jeffrey D. Prol, Esq., and Jeffrey A.
Kramer, Esq., at Lowenstein Sandler PC represent the Debtors in
their restructuring efforts.  Dennis A. Meloro, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP, acts as the
Debtors' Delaware counsel.  The Debtors engaged Alvarez & Marsal
North America LLC as their restructuring advisor.  David W.
Carickhoff, Jr., Esq., and Jason W. Staib, Esq., at Blank Rome LLP
serve as the Official Committee of Unsecured Creditor's counsel.
In its schedules of assets and debts filed with the Court, Medicor
disclosed total assets of $96,553,019, and total debts of
$158,137,507.


MICHAELS STORES: S&P Holds B Rating and Revises Outlook to Pos.
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings outlook on
Michaels Stores Inc. to positive from developing.  At the same
time, S&P affirmed all of its ratings, including the 'B-'corporate
credit rating, on the Irving, Texas-based company.
      
"The outlook revision," said Standard & Poor's credit analyst
Charles Pinson-Rose, "reflects Michaels' improvement in gross
margins since its leveraged purchase last year."  It also reflects
Standard & Poor's expectation that the company should be able to
improve credit ratios within the next 18 months in line with a
higher rating.  "The new outlook incorporates our expectation that
the company's current legal issues will not have a material effect
on its financial profile," he added.


MICRON TECHNOLOGY: Appoints Robert L. Bailey as Director
--------------------------------------------------------
Micron Technology Inc. reported the appointment of Robert L.
Bailey to the company's board of directors, effective immediately.

Mr. Bailey is the chairman and chief executive officer PMC-Sierra,
a leading provider of broadband communications and storage
semiconductor technologies.

Mr. Bailey has served as PMC's president and chief executive
officer since July 1997.  He has been chairman of the board since
May 2005 and was also chairman from February 2000 until February
2003.  Mr. Bailey has been a director of PMC since October 1996.  
Mr. Bailey has also served as president, chief executive officer
and director of PMC-Sierra Ltd., PMC's Canadian operating
subsidiary since December 1993.

Mr. Bailey was employed by AT&T-Microelectronics from August 1989
to November 1993, where he served as vice president and general
manager, and by Texas Instruments in management from June 1979 to
August 1989.

"We are extremely pleased to welcome Bob to our Board of
Directors," said Micron chairman and CEO Steve Appleton.  "Bob
brings unique experience and strengths to our board, and we look
forward to his contributions."

                   About Micron Technology

Headquartered in Boise, Idaho, Micron Technology Inc. (NYSE: MU) -
- http://www.micron.com/-- provides advanced semiconductor  
solutions.  Through its worldwide operations, Micron manufactures
and markets DRAMs, NAND Flash memory, CMOS image sensors, other
semiconductor components and memory modules for use in leading-
edge computing, consumer, networking and mobile products.

                       *     *     *

In September 2006, Moody's placed the clong-term corporate family
rating and probability of default rating at Ba3, which still holds
to date.  The outlook is stable.

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


MORGAN STANLEY: Fitch Holds Low-B Ratings on Six Cert. Classes
--------------------------------------------------------------
Fitch Ratings affirmed Morgan Stanley Capital I Trust's commercial
mortgage pass-through certificates, series 2004-IQ7 as:

   -- $16.6 million class A-1 at 'AAA';
   -- $70 million class A-2 at 'AAA';
   -- $53 million class A-3 at 'AAA';
   -- $550.5 million class A-4 at 'AAA';
   -- Interest-only class X-1 at 'AAA';
   -- Interest-only class X-Y at 'AAA';
   -- $29.1 million class B at 'AA';
   -- $22.7 million class C at 'A';
   -- $6.8 million class D at 'A-';
   -- $9.4 million class E at 'BBB+';
   -- $5.4 million class F at 'BBB';
   -- $4.3 million class G at 'BBB-';
   -- $5.4 million class H at 'BB+';
   -- $4.3 million class J at 'BB';
   -- $2.2 million class K at 'BB-';
   -- $2.2 million class L at 'B+';
   -- $2.2 million class M at 'B';
   -- $2.2 million class N at 'B-'.

Fitch does not rate the $6.4 million class O certificates.

The rating affirmations reflect stable performance since the last
rating action.  As of the October 2007 distribution date, the pool
has paid down 8.2% to $792.4 million from $863 million at
issuance.  Seven loans (15.2%) have defeased, including 315 Hudson
(2.6%), a shadow rated loan.

One loan (0.3%) is currently in special servicing.  The loan is
secured by a 105-unit co-operative housing property located in
Long Island, New York.  The loan was transferred to special
servicing in September 2007 due to chronic delinquency.

Fitch reviewed these two non-defeased loans' shadow ratings:
Beverly Center (7.5%), and 111 Eighth Avenue (7.4%).  Both loans
maintain investment grade shadow ratings.

The Beverly Center loan is secured by a retail shopping center
located in Los Angeles, California that is anchored by
Bloomingdale's and Macy's.  The Fitch stressed debt service
coverage ratio on the trust balance as of year-end 2006 was 1.63x,
compared to 1.38x at issuance.  The Fitch DSCR is calculated using
servicer provided net operating income less required reserves
divided by debt service payments based on the current balance
using a Fitch stressed refinance constant. Occupancy at Beverly
Center is stable - as of June 2007 it was 98%, compared to 98.8%
at issuance.

The 111 Eighth Avenue loan is secured by a 2.9 million square foot
office building located in New York, New York.  The Fitch stressed
DSCR on the trust balance as of year-end 2006 was 1.54x, compared
to 1.50x at issuance.  Occupancy has improved, as of YE 2006 it
was 99%, compared to 90% at issuance.


MOVIE GALLERY: U.S. Trustee Amends Creditors Committee Composition
------------------------------------------------------------------
W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, amended the
membership of the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Movie Gallery, Inc., and its debtor-
affiliates.

The U.S. Trustee appointed Universal Studios Home Entertainment to
the Committee, replacing The Bank of New York.  In addition,
William Kaye, senior bankruptcy analyst at JLL Consultants,
representing Coca-Cola Enterprises Bottling Companies, is
appointed as the Committee Chairperson.

The Creditors Committee members are:

   (a) US Bank National Assoc. as Indentured Trustee
       Attn: Laura L. Moran, VP
       One Federal St., 3rd Floor
       Boston, Massachusetts 02110
       Tel: (617) 603-6429
       Fax: (617) 603-6640

   (b) Paramount Home Entertainment
       Attn: Andi Marygold, SVP
       555 Melrose Ave.
       Bluhdorn #213
       Hollywood, California 90038
       Tel: (323) 956-5489
       Fax: (323) 862-1183

   (c) The Inland Real Estate Group of Companies, Inc.
       Attn: Craig B. Young, Esq.
       Connolly, Bove, Lodge & Hutz, LLP
       1875 Eye Street, NW 11th Flr
       Washington, DC 20006
       Tel: (202) 572-0313
       Fax: (202) 293-6229

   (d) Coca-Cola Enterprises Bottling Companies
       Attn: William Kaye, Senior Bankruptcy Analyst
       31 Rose Lane
       East Rockaway, New York 11518
       Tel: (516) 374-3705
       Fax: (516) 569-6531

   (e) Southern Development of Mississippi
       Attn: Robert N. Graham, President
       P.O. Box 1207
       Purvis, Mississippi 39475
       Tel: (601)-794-2253
       Fax: (601) 794-5468

   (f) Twentieth Century Fox Home Entertainment
       Attn: Al Leonard, Credit Manager
       2121 Avenue of the Stars #2500
       Los Angeles, California 90067
       Tel: (310) 369-7289
       Fax: (310) 969-0545

   (g) Universal Studios Home Entertainment
       Attn: John Roussey, Vice President Credit
       10 Universal City Plaza
       Universal City, California 91401
       Tel: (818) 777-7601

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

    -- consult with the Debtor concerning the administration of
       the bankruptcy case;

    -- investigate the acts, conduct, assets, liabilities, and
       financial condition of the Debtors, the operation of the
       Debtors' business and the desirability of the
       continuance of the business, and any other matter
       relevant to the case or to the formulation of a plan of
       reorganization for the Debtors;

    -- participate in the formulation of a plan, advise its
       constituents regarding the Committee's determinations as
       to any plan formulated, and collect and file with the
       Court acceptances or rejections of the plan;

    -- request the appointment of a trustee or examiner; and

    -- perform other services as are in the interest of its
       constituents.

The Creditors Committee may retain counsel, accountants, or
other agents, to represent or perform services for the group.

                     About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty      
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.  
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, serve as the Debtors' local counsel.  The Debtors'
claims & balloting agent is Kutzman Carson Consultants LLC.  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. 6;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/   
or 215/945-7000)


MOVIE GALLERY: Wants Lease Rejection Procedures Approved
--------------------------------------------------------
Movie Gallery, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Virginia to approve
expedited procedures for rejecting executory contracts and
unexpired non-residential real property leases.

As part of their pre-bankruptcy filing and ongoing restructuring
efforts, the Debtors either ceased or were in the process of
ceasing operations at certain store locations and reviewing their
other operations and assets.  The Debtors continue to evaluate
their assets to seek to maximize the value of their estates.  The
Debtors believe the proposed rejection procedures will facilitate
this process.

The Debtors will file and serve a written rejection notice
together with the order approving the expedited rejection
procedures by overnight delivery service upon applicable parties-
in-interest.

The Rejection Notice will set forth relevant information related
to each Contract or Lease to be rejected, and inform counter-
parties to the Designated Contracts and Leases and other parties-
in-interest of the applicable procedures to oppose the rejection.

The Debtors tell the Court that the proposed Rejection Procedures
will streamline their ability to reject Designated Contracts and
Leases that do not provide sufficient benefit to their estates,
which will minimize unnecessary postpetition obligations, while
providing affected parties with adequate notice of rejection and
an opportunity to object within a reasonable time period.

A full-text copy of the proposed Rejection Procedures is
available for free at http://researcharchives.com/t/s?24a4

                       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. 6;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/   
or 215/945-7000)


MOVIE GALLERY: Wants to Perform Under Sopris Lock Up Agreement
--------------------------------------------------------------
Movie Gallery, Inc. and its debtor-affiliates ask authority from
the U.S. Bankruptcy Court for the Eastern District of Virginia to
perform under the Lock Up Agreement with Sopris Capital Advisors
LLC, and the related restructuring term sheet and rights offering
term sheet.

In addition, the Debtors ask permission to:

   (a) pay fees to and reimburse expenses of the Backstop Party;

   (b) pay fees and expenses of Sopris' legal and financial
       advisors; and

   (c) honor their commitments under the Jefferies Engagement
       Letter.

To significantly de-leverage their balance sheet and obtain new
capital to compete effectively in the industry, and ultimately  
emerge from bankruptcy, Movie Gallery, Inc., and its debtor
affiliates entered into a Lock Up, Voting and Consent Agreement
dated Oct. 14, 2007, with Sopris Capital Advisors LLC, holder
of majority of the Debtors' 11% senior unsecured notes due 2012,
and the lenders holding a majority of the debt under the Second
Lien Credit and Guaranty Agreement.

The Consenting Holders committed to support the Debtors'
restructuring plans, including an agreement to vote to accept a
plan of reorganization consistent with the Plan Term Sheet the
Debtors filed on the Petition Date.

Sopris agreed, among others, to:

   (i) convert roughly $72,000,000, plus accrued interest, in
       second lien debt into equity in the reorganized
       company; and

  (ii) 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 are contained in a Rights Offering Term Sheet.

The commitment of Sopris and certain investment entities
affiliated with Sopris to fully underwrite the Rights Offering
ensures that the Debtors receive the full $50,000,000, regardless
of whether the Rights Offering is fully subscribed, Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, in New York, tells the
Court.

In exchange for the Backstop Party's commitments, the Debtors
have agreed to pay:

   (1) Commitment Fee equal to 2.3% of the $50 million Rights
       Offering amount, upon the Effective Date of the Plan.  
       The Commitment Fee is to be paid in the form of New MG
       Common Stock, and the number of shares is calculated
       according to the Plan Term Sheet.

   (2) $2,000,000 Termination Fee, in cash, plus reimbursement of
       expenses in the event the Debtors close a merger or
       consolidation with another entity.

   (3) Expense Reimbursements, including but not limited to, the
       fees and expenses of the Backstop Party's attorneys and
       financial advisors, provided, however, that the
       reimbursement will not include any amounts incurred after
       termination of the Lock Up Agreement or the Backstop
       Rights Purchase Agreement.

The Debtors have also entered into an engagement letter with
Jefferies & Co., the financial advisor to the Backstop Party,
dated Oct. 25, 2007.

Under the terms of the Jefferies Engagement Letter, the Debtors
have agreed, among other things, to:

   -- pay Jefferies a $125,000 monthly fee;

   -- reimburse Jefferies for its reasonable and documented out-
      of-pocket expenses;

   -- pay Jefferies, under certain circumstances, a $2,913,854
      Transaction Fee; and

   -- provide Jefferies with certain indemnification rights.

A full-text copy of the Jefferies Engagement Letter is available
at no charge at http://researcharchives.com/t/s?24a3

Sopris has also hired Sonnenschein Nath & Rosenthal LLP and
Tavenner & Beran, PC to represent it in the Debtors' cases.  The
Debtors are agreeing to pay, on a current basis, the reasonable
and documented fees and expenses of Sonnenschein and Tavenner.

                      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. 6;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/   
or 215/945-7000)


MUHLENBERG REGIONAL: Moody's Lowers Bond's Rating to Ba1
--------------------------------------------------------
Moody's Investors Service downgraded to Ba1 from Baa2 the
underlying rating assigned to Muhlenberg Regional Medical Center's
Series 2000 bonds (about $19.8 million outstanding) in conjunction
with the rating downgrade to Ba1 from Baa2 for JFK Medical Center/
Hartwyck at Oak Tree Inc.  

MRMC's rating is based on a guarantee of annual debt service to
the bond insurer (Ambac) by JFK, which together with MRMC,
comprise the key entities of the Solaris Health System.  Solaris
was formed in 1997 and headquartered in Edison, New Jersey.  
Moody's considers the consolidated financial performance of the
entire Solaris System in Moody's rating of JFK and its guarantee
of MRMC's debt service.  The outlook is negative at this lower
rating category.

The rating downgrade is the result of a downward trend in
financial performance and addresses the increased credit risk the
system faces due to the material decline in cash at both JFK and
the system due to operating performance and pension requirements.  
This rating action is in conjunction with Moody's annual
surveillance review of JFK and discussions with management.

                          Outlook

The negative outlook is based on our belief that JFK's weakened
balance sheet and decline in financial performance will not be
able to stabilize satisfactorily to offset the increasing losses
at MRMC.  Moody's believes that JFK's credit position could
deteriorate further over the intermediate term if initiatives
being put into place now do not generate sufficient new volume and
revenue in the near-term and if balance sheet measures decline
further from current levels.

Rated Debt (debt outstanding as of Dec. 31, 2006)

  -- Series 2000 ($19.8 million outstanding), rated Aaa, Ambac
     insured, Ba1 underlying rating.


NEW ORLEANS: S&P Rates $74 Million Public Improvement Bonds at BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' standard
long-term rating, and stable outlook, to New Orleans, Louisiana's
$75 million series 2007A public improvement bonds.
     
The rating service also affirmed its 'BB' standard long-term
rating and underlying rating, with a stable outlook, on the city's
GO debt and its 'BB-' SPUR, with a stable outlook, on the city's
limited-tax GO debt following an upgrade on Aug. 2, 2007, because
the city's long-term ability to meet its obligations was less
vulnerable than it was after hurricanes Katrina and Rita.
     
Ongoing uncertainties, especially as they relate to the city's
rebuilding, however, will continue to exist over the next several
years.  Management has currently set aside funds, through a state
loan, to meet its near-term financial commitment on its
obligations.
     
Rating factors include the gradual recovery of the property and
sales tax bases since the storms; the modest growth of the overall
revenue stream in the current year -- The budget, however, remains
out of structural balance; a reliance on substantial amounts of
external loans to provide budget balance over the five-year
operating budget horizon; and the profound and lasting effect of
damage caused by Katrina and Rita in 2005.
     
The stable outlook reflects Standard & Poor's expectation that
city general fund revenues, coupled with extraordinary grants and
loans, will allow management to set aside adequate funds for debt
repayment in the near future.  The status of federal and state
government loans will remain a long-term budget concern until
officials firmly establish a repayment schedule and build it into
future budget assumptions or until they settle terms for loan
forgiveness.
     
"Long-term issues persist in many critical areas of New Orleans'
economy and recovery that will continue to place budgetary strain
on the city as management seeks to provide the necessary services
to allow for a more-substantial return of its displaced
population," said Standard & Poor's credit analyst Alexander
Fraser.
     
New Orleans' current fiscal year will end on Dec. 31, 2007; and
revenue projections are close to forecast levels.  The pace of
recovery has been the dominant factor in determining revenues and,
consequently, the city's ability to raise service levels.  New
Orleans has historically relied on sales taxes for the majority of
its revenues; therefore, economic activity generated by residents
and visitors is critical to budget stability.


O'NEIL THEATRES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: O'Neil Theatres, Inc.
        fka Trad-A-House Corporation
        1836 Gause West
        Slidell, LA 70460

Bankruptcy Case No.: 07-12091

Type of Business: The Debtor filed for Chapter 11 protection on
                  Aug. 25, 2000 (Bankr. E.D. La. Case No.
                  00-15269).

Chapter 11 Petition Date: October 29, 2007

Court: Eastern District of Louisiana (New Orleans)

Debtor's Counsel: Emile L. Turner, Jr., Esq.
                  Emile L. Turner, Jr., LLC
                  424 Gravier Street
                  New Orleans, LA 70130
                  Tel: (504) 586-9120
                  Fax: (504) 581-4962

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
   ------                          ---------------   ------------
West End Marketplace               Rent                  $254,533
1701 North Market Street
Suite 335
Dallas, TX 75202

IMAX                               Rent                  $237,798
2525 Speakman Drive
Sheridan Part
Mississauga, Ontario
L5K 1B1 Canada

Shoppes at Edgewater               Rent                  $146,051
c/o Trammell Crow Co.
204-a Ellen Lane
Panama City, FL 32408

Persac Properties, Inc.            Rent                  $133,267

Cobbs Ford Road II, LLC            Rent                  $110,186

Allegiant Partners, Inc.           Equipment             $108,614

Jon Bajon, Inc.                    Theatre Supplies       $98,000

Coca-Cola USA                      Concessions            $46,561

Continental Concessions            Concessions            $27,016
Supplies, Inc.

MGM/UA                             Films                  $20,249

The Pelican Group                  Rent                   $19,020

Dale's Fountain                    Concessions            $17,295

Northside Plaza                    Rent                   $16,999

Freedom Florida                    Newspaper              $13,646

The Dallas Morning News            Advertising            $11,839

Dippin Dots, Inc.                  Concessions            $10,398

New Haven Register                 Advertising            $10,133

Fountain City Lawn Service         Lawn Service            $9,874

Montgomery Advertiser              Advertising             $8,328

Slidell Refrigeration              Air Conditioning        $7,541


PAC-WEST TELECOMM: Plan Confirmation Hearing Moved to November 8
----------------------------------------------------------------
The Honorable Brendan L. Shannon of the U.S. Bankruptcy Court for
the District of Delaware continued the hearing on Nov. 8, 2007, at
1:00 p.m., to consider confirmation of Pac-West Telecomm Inc. and
its debtor-affiliates' Second Amended Joint Chapter 11 Plan of
Reorganization.

Judge Shannon originally set the hearing on Oct. 30, 2007.

                      Treatment of Claims

The Debtors' Plan proposes to pay Class 1 Priority Claims in full,
in cash.

The Class 2 Prepetition Claim of Pac-West Funding Company LLC
will be paid, on the effective date of the Plan, in full, in cash
from the proceeds of the New Senior Secured Note to be issued by
the Reorganized Debtors in the amount of $18,000,000.

The Debtor, will, among others, elect to distribute to the holders
of Class 3 Other Secured Claims the property securing their
claims, in which event the holder will be entitled within 30 days
to file a proof of claim for any deficiency claim entitled to
treatment in Class 4.

Merrill Lynch's secured claims will be entitle to receive $500,000
on account of its claim on the effective date.

Holders of Class 4 General Unsecured Claims will receive pro rata
beneficial interest in and to the Class 4 Liquidating Trust and
the Class 4 Liquidating Trust Assets.

Holders of Class 5 Equity Interests in Pac-West will neither
retain nor receive property under the Plan, while holders of Class
6 Equity Interests in the Debtors other than Pac-West will retain
100% of their interest.

                         About Pac-West

Based in Stockton, California, Pac-West Telecomm Inc. (OTC:
PACW.PK) -- http://www.pacwest.com/-- provides switched local    
and long distance telecommunications services to, among others,
internet service providers and paging companies.

The company and its affiliates filed for Chapter 11 protection on
April 30, 2007 (Bankr. D. Del. Case Nos. 07-10562 through
07-10567).  Jeremy W. Ryan, Esq. and Norman L. Pernick, Esq. of
Saul, Ewing, Remick & Saul LLP represent the Debtors in their
restructuring efforts.  Steven K. Kortanek, Esq., at Womble
Carlyle Sandridge & Rice, PLLC represents the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they listed total assets of $53,883,888
and total debts of $66,358,711.


PHARMED GROUP: Plans to Downsize Through Bankruptcy
---------------------------------------------------
Pharmed Group Holdings Inc. intends to downsize through bankruptcy
and will begin to concentrate operations as a vitamins and drugs
producer, Marcia Heroux Pounds of South Florida Sun-Sentinel
reported Tuesday.

The company suffered losses since 2005 when it lost Johnson &
Johnson business which had comprised about a quarter of the
company's annual revenues nearing $600 million in 2004, according
to the report.

Pharmed President Jorge de Cespedes commented that together with
his brother Carlos, they will be able to focus more on PAL
Laboratories through the downsizing, the report relates.

PAL Laboratories, bought in 2001 by the de Cespedes brothers and
which received a $20 million investment for the Doral plant,
currently generates insignificant income based on bankruptcy
filings, Ms. Pounds says.

Pharmed counsel, Paul Singerman, Esq., listed three trigger events
that lead the company to bankruptcy:

   a. Roche Healthcare's elimination of distributors in 2004
      resulting in a $300 million cut in annual revenue;

   b. J & J's revenue loss of $180 million; and

   c. HCA Hospitals stopped orders in May resulting in $21 million
      revenue loss.

Further, Jackson Health System indicated in a statement last week
of its intention to withdraw from contracts with Pharmed, the
report adds.  Pharmed, according to spokeswoman Lorrain Nelson, is
Jackson Health's secondary supplier, the report relates.

Miami, Florida-based Pharmed Group Holdings Inc. --
http://www.pharmed.com/-- and its affiliates sends 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 Dynatronics, Welch
Allyn, and Smith & Nephew.  In addition to their distribution
businesses, they make and distribute vitamins, minerals,
nutraceuticals, and dietary supplements.

The company and four debtor-affiliates filed for chapter 11
protection on Oct. 26, 2007 (Bankr. S.D. Fl. Case Nos. 07-19187
through 07-19191)  Paul Steven Singerman, Esq. at Berger Singerman
PA represents the Debtors in their restructuring efforts.  When
the Debtors filed for bankruptcy, they listed assets between
$1 million and $100 million and debts of more than $100 million.


PHILLIP BALL: Case Summary & Three Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Phillip Ball
        Fay J. Ball
        501 Banjo Branch Road
        Mars Hill, NC 28754

Bankruptcy Case No.: 07-10712

Chapter 11 Petition Date: October 29, 2007

Court: Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: Robert M. Pitts, Esq.
                  Pitts, Hay & Hugenschmidt, P.A.
                  137 Biltmore Avenue
                  Asheville, NC 28801
                  Tel: (828) 255-8085

Total Assets: $3,702,300

Total Debts:  $1,604,858

Debtor's Three Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
A.T.&T. Universal Card                               $24,359
P.O. Box 183057
Columbus, OH 43218-3057

Bank of America                                      $26,000
P.O. Box 15726
Wilmington, DE 19886-5726

Ford Motor Co.                 2005 Ford 500         $19,500
P.O. Box 105697                sedan, 55,000
Atlanta, GA 30348-5697         miles; value of
                               security: $17,400


PIER 1: S&P Withdraws All Ratings at Company's Request
------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Pier 1
Imports Inc. to 'CCC+' from 'B-' and removed them from
CreditWatch, where they had been placed with negative implications
on Dec. 19, 2005.  The outlook is negative.
     
At the same time, Standard & Poor's withdrew all its ratings on
Pier 1 at the company's request.
      
"The downgrade reflects the company's continued extremely poor
operating performance," said Standard & Poor's credit analyst
Charles Pinson-Rose.  While the company may have liquidity to fund
operations in fiscal 2008 and 2009, the significant negative cash
flows decrease the likelihood that the Fort Worth, Texas-based
company can maintain the various trade relationships necessary to
maintain operations.


POPE & TALBOT: CCAA Protection Cues S&P to Put Default Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on pulp and lumber producer Pope & Talbot Inc. to 'D' from
'CCC' after the company announced that it has applied for
protection from creditors under the Companies' Creditors
Arrangement Act of Canada.  The rating on the company's senior
unsecured debt was also lowered, to 'D' from 'CC'.  The company
had about $440 million of adjusted debt as of June 30, 2007.
     
Operating earnings and cash flow declined substantially following
challenging operating conditions, including weak lumber markets
and high-price raw materials in the pulp business.  The company
entered a forbearance agreement with its lending group.  The
company plans to use the protections of
the CCAA to gain time for it to continue to explore strategic
alternatives, including asset sales.


POPE & TALBOT: Moody's Cuts Corporate Family Rating to Ca
---------------------------------------------------------
On Oct. 29, 2007, Moody's Investors Service lowered Pope & Talbot
Inc.'s corporate family rating to Ca from Caa2 and its senior
unsecured rating to C from Ca.  Additionally, Moody's lowered the
company's probability-of-default rating to D from Caa3.

The rating action was prompted by the announcement that Pope &
Talbot and its U.S. and Canadian subsidiaries have applied for
protection under the Companies' Creditors Arrangement Act of
Canada.  The company expects to use the protections of the CCAA to
provide for additional time to explore options available as it
continues its restructuring efforts.  This action concludes the
review initiated on May 17, 2007.

Following these rating actions, Moody's will withdraw all of the
ratings.

These ratings were lowered:

Downgrades:

Issuer: Pope & Talbot, Inc.

   -- Probability of Default Rating, Downgraded to D from Caa3

   -- Corporate Family Rating, Downgraded to Ca from Caa2

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to a
      range of 88 - LGD5 to C from a range of 73 - LGD5 to Ca

Outlook Actions:

Issuer: Pope & Talbot, Inc.

   -- Outlook, Changed To Stable From Rating Under Review

Pope & Talbot Inc. produces pulp and wood based building products
from manufacturing facilities located primarily in British
Columbia, Canada and with smaller operations in the north western
United States.  The company is headquartered in Portland, Oregon.


PUGET ENERGY: Macquarie Deal Cues Moody's to Review Ratings
-----------------------------------------------------------
Moody's Investors Service placed the Ba1 Issuer Rating of Puget
Energy Inc. on review for possible downgrade.  Moody's also
affirmed the long-term ratings of its regulated utility
subsidiary, Puget Sound Energy Inc. (Baa2 senior secured), and the
utility's affiliated entity, Puget Sound Energy Capital Trust III
((P)Ba1 shelf for Trust Preferred Securities), and changed the
rating outlook of PSE and its affiliate to stable from positive.  
Moody's also placed PSE's Prime-2 short-term rating for commercial
paper under review for possible downgrade.

The rating action follows an announcement that a consortium of
infrastructure investors led by Macquarie Infrastructure Partners
has signed a merger agreement to purchase 100% of the equity of
Puget Energy.  The proposed transaction has an enterprise value of
about $7.4 billion, including the assumption of PSE's estimated
$2.6 billion of debt that is expected to be outstanding at the
time of closing the transaction.  The financing plan for the
transaction includes about $1 billion of incremental consolidated
borrowings that Moody's assumes will be issued by Puget Energy and
has the potential for a widening of the rating notching between
Puget Energy and PSE.

The review for possible downgrade of Puget Energy reflects our
concern that the proposed transaction increases Puget Energy's
business and financial risk profiles.  These concerns are somewhat
balanced by the scale of the investor consortium's proposed equity
investment in the transaction ($3.2 billion), as well as its
reputation as a long-term infrastructure investor.  The
affirmation of PSE's long-term ratings is conditioned upon
expectations that supportive regulatory treatment will continue
despite the change in ownership.  The review for possible
downgrade of PSE's short-term rating for commercial paper and the
revision of the outlook to stable from positive for PSE and its
affiliates reflects high multi-year utility capital spending needs
that may be a drain on liquidity as well as the expected weaker
credit profile of the parent company, Puget Energy.

Moody's review for possible downgrade will consider the impact the
proposed transaction is expected to have on Puget Energy's
consolidated financial profile, the need for dividends from PSE to
service parent company debt, any ring-fencing measures that may be
introduced to insulate the credit profile of PSE, and any
significant regulatory developments that occur during the
potentially lengthy regulatory approval process.  Furthermore,
Moody's will consider the requirements and proposed funding
sources for PSE's significant multi-year capital expenditures.

Puget Sound Energy Inc. is a combination electric and natural gas
utility subsidiary of Puget Energy Inc., a holding company. Both
companies are headquartered in Bellevue, Washington.


RESOURCE EQUITY: Case Summary & Four Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Resource Equity Group, L.L.C.
        P.O. Box 2196
        Collegedale, TN 37315
        aka The Stone Depot

Bankruptcy Case No.: 07-14659

Type of Business: The Debtor provides natural stones for artistic
                  and architectural uses.

Chapter 11 Petition Date: October 26, 2007

Court: Eastern District of Tennessee (Chattanooga)

Judge: John C. Cook

Debtor's Counsel: J. Andrew Stinnett, Esq.
                  2237 Olan Mills Drive
                  Chattanooga, TN 37421
                  Tel: (423) 894-5403

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Four Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
Capital Growth Asset Based                             $1,600,000
Bridge Loan Fund II, L.L.C.
and/or/aka Crossroads
Financial Services, Inc.
Capital Growth Fund
2201 Northwest Corporate
Boulevard, Suite 201
Boca Raton, FL 33431

Thomas M. & Betty Ashlock                                $100,000
4917 Pine Circle
Ooltewah, TN 37363

Eagle Financial Services, Inc.                            $85,000
Attention: Derwin Brendle,
One Park Place
6148 Lee Highway, Suite 210
Chattanooga, TN 37421

Harold S. & Terry Moody                                   $45,000


SALOMON BROTHERS: Fitch Cuts Class MV-4 Certs.' Rating to BB
------------------------------------------------------------
Fitch Ratings took action on these classes of Salomon Brothers
Mortgage Securities VII, Inc., mortgage pass-through certificates:

Series 2001-1 Group 1:

   -- Class AF-3 affirmed at 'AAA';
   -- Class MF-1 affirmed at 'A';
   -- Class MF-2 affirmed at 'B-/DR1';
   -- Class MF-3 remains at 'CC/DR2'.

Series 2001-1 Group 2:

   -- Class MV-1 affirmed at 'AAA';
   -- Class MV-2 affirmed at 'AA';
   -- Class MV-3 affirmed at 'A-';
   -- Class MV-4 downgraded to 'BB' from 'BBB-'.

The affirmations reflect satisfactory credit enhancement  
relationship to future loss expectations and affect about
$10.2 million of outstanding certificates, as of the September
2007 distribution.  The downgrade of the Group 2 MV-4 class
reflects the deterioration of the over-collateralization of Group
2.  The downgrade affects $506,000.

The collateral in the aforementioned transaction consists of 30
year fixed-rate and adjustable-rate mortgages extended to subprime
borrowers secured by first and second liens on one- to four-family
residential properties.  All loans were originated by Tyco Capital
and are serviced by Litton Loan Servicing (rated 'RPS1,' and on
Rating Watch Negative by Fitch).

The transaction is 70 months seasoned and the pool factors
(current collateral balance as a percentage of the initial
collateral balance) for Group 1 and Group 2 are 12% and 10%
respectively.  The cumulative losses (as a percentage of the
original collateral balance) are 6.30% (Group 1) to 7.59% (Group
2).  The 60+ delinquencies (as a percentage of respective current
collateral balances and including loans in bankruptcies,
foreclosure and real estate owned) are 16.92% (Group 1) and 25.28%
(Group 2).


SAMARITAN HOSPITAL: Moody's Rates 2007 Fixed Rate Bonds at B1
-------------------------------------------------------------
Moody's Investors Service assigned a B1 bond rating to Good
Samaritan Hospital's Series 2007 fixed rate bonds.  Good Samaritan
is located in Los Angeles, California.  The outlook remains
negative.  The negative outlook reflects our belief that the
hospital's operating margins are extremely weak and inadequate to
support future capital needs and debt service while maintaining a
viable operation.  Without substantial improvement, Moody's
believes cash will continue to decline further over the medium
term and could threaten the hospital's viability.

                        Use of Proceeds

Refund Series 1991 bonds, the only bonds currently outstanding,
and provide about $35 million in new money for a medical office
building, an outpatient pavilion, equipment, and reimbursement for
prior capital expenditures ($15 million)

                        Legal Security

Obligated group consists of the hospital; bonds are secured by a
lien on and security interest in certain pledged assets, which
include the medical center; reserve fund will be established; rate
covenant of 1.1 times does not include debt service on any future
guaranteed debt if no current payments are expected, failure to
meet the covenant requires a consultant but does not constitute an
event of default; additional indebtedness tests are weak with the
only test for additional long-term debt that such debt not exceed
total net assets, no limitations on short-term debt.

interest Rate Derivatives: None

                        Strengths

* Improvement in operations in 2005 and 2006 due to large    
  increase in Medi-Cal rates as result of higher Medi-Cal
  volumes in 2005 and qualification for a special funding
  distribution from the State of California in 2006; operations
  in 2007 are down

* High end clinical provider with relatively high Medicare case
  mix index of 1.74 and over 240 open heart surgeries performed
  in fiscal year 2006, despite declining trends in heart
  surgeries due to alternative treatments

* Potential future benefit from projected growth and
  revitalization of the downtown Los Angeles area

                      Challenges

* Erratic volume trends with recent declines in surgeries and
  certain profitable cardiac services, which have been replaced
  with growth in less profitable obstetrics

* High and growing Medi-Cal patient base, representing 21% of   
  revenues and more than doubling in the last five years, due
  to a shift in service mix, and resulting in a higher
  dependency on the state for adequate funding

* History of extremely weak cashflow margins of under 3% and
  reliance on state funding, resulting in very weak leverage
  measures including a very low peak debt service coverage of
  0.5 times (based on proforma of annualized 11-month fiscal
  year 2007 results)

* Six years of declines in unrestricted cash, which would have
  been worse without one-time cash infusions including gifts
  and the release of restricted funds; excluding $44 million in
  proceeds from a land sale, which will be used for capital
  projects, unrestricted cash was a modest $33 million (49 days
  of cash on hand) as of July 31, 2007

* Small and very competitive primary service area consisting of
  11 hospitals; larger service area includes over 20 hospitals

* Unionized nursing staff and sizable wage increases

* Deferred capital needs, resulting in a very high average age
  of plant of 24 years

Market Position/Competitive Strategy: Variable Patient Volumes  
        in Part due to Location in Competitive Market

Good Samaritan is located in the competitive downtown Los Angeles
service area.  The hospital is a large provider of various
cardiology-related services, which drives its relatively high
Medicare case mix index of 1.74 times.  Within the hospital's
defined primary service area (which is a narrow geographic area of
32 zip codes in and around downtown Los Angeles and accounts for
only 47% of admissions), Good Samaritan's market share is 7%.  
Within the primary and secondary service areas (accounting for 91%
of admissions and encompassing Los Angeles County), the hospital's
market share is less than 2%, reflecting the large size of the
service area and fragmentation in the industry with no one system
or hospital garnering a large market share.

In its primary service area, Good Samaritan competes with Cedars-
Sinai Medical Center (12%), Hollywood Presbyterian Medical (9%
share), White Memorial Medical Center (7%), St. Vincent Medical
Center (4% share), and California Hospital Medical Center (3%
share).  There are 11 hospitals within the primary service area.  
Within cardiology, Good Samaritan maintains a first or second
market share for each type of service and competes primarily with
Cedars-Sinai and St. Vincent.  Cardiovascular cases have been
declining and open heart cases are now half the volume several
years ago, in part due to a national trend but also competition.

Good Samaritan's patient volume trends have been erratic and
reflect competition, physician turnover and fundamental changes in
the hospital's service mix.  Growth in the obstetrics business
primarily drove a 5.6% increase in admissions in each of 2005 and
2006, but has replaced profitable cardiac business. Admissions are
down 5% in 2007 in part due to the loss of three orthopedic
surgeons.  Open hearts are down 58% between fiscal years 2004 and
2006 due to the departure of a major physician group and growth in
stents.  Outpatient surgeries were down 7% in 2006 and 6% in 2007
due to the loss of an anesthesiologist, fewer pain management
cases as well as competition from joint venture physician surgery
centers.

The hospital is pursuing several strategies to address volume and
competitive challenges.  In order to address volume issues, the
hospital will be building a large 150,000 square foot medical
office building and outpatient pavilion to assist with recruiting
physicians and expand clinical space.  The facility will allow the
hospital to expand its surgery suites and relocate imaging
services and better compete with freestanding surgery centers.  
Finally, the hospital hopes to benefit from its location in
downtown Los Angeles, which puts it close to several large
redevelopment projects that are expected to fuel significant
growth in the future.

Operating Performance: Consistently Weak Margins and Growing
                       Reliance on Medi-cal Funding

While Good Samaritan reported operating improvement in 2005 and
2006, fiscal year 2007 performance is down and continues a trend
of very weak margins.  Moody's believes operating performance will
continue to be challenged and increasingly dependent on state
funding levels.  The hospital continues to operate at financial
levels that are unsustainable in the long-term and, Moody's
believes, will result in further reductions in unrestricted cash
in the absence of extraordinary cash infusions and debt financing.

Through 11 months of fiscal year 2007, Good Samaritan had a $12.7
million operating loss (excluding a $4.5 million non-recurring
Medicare-related adjustment) compared with an
$10 million operating loss through 11 months of fiscal year 2006.  
Operating cashflow through 11 months of 2007 was
$0.8 million (very weak 0.4% margin), compared with
$7.7 million (3%) in the full year of 2006 and $3.7 million in the
full year of 2005.  The improvement in 2006 was due to the receipt
of a special funding distribution from the State of California and
an increase in Medicare disproportionate share funding (tied to
level of Medi-Cal).  The decline in 2007 is due to the absence of
the special funding distribution from the State and the volume
issues discussed above.

Good Samaritan's growing Medi-Cal business has increased its
dependency on adequate reimbursement under the program and, while
the hospital has been able to obtain rate increases, the program
historically has been a weak and unpredictable payer and continues
to face funding pressure.  Medi-Cal has doubled as a percent of
gross revenue in the last 5 years to a high 21%.  In 2005 the
hospital received an additional $11 million in higher Medi-Cal
rates but received no increase in 2006; a moderate increase is
expected in fiscal year 2008.  In 2006 Good Samaritan qualified
for funding under a special funding distribution from the State of
California.

As Moody's discussed in prior reports we believe the organization
has fundamental cultural and operating issues that suggest
operations will continue to be very weak.  The absence of more
significant initiatives to ensure the hospital's long-term
viability suggest a culture that may be resistant to major changes
and has been overly reliant on its cash position to support
operations and fund operating losses.

Moody's believes Good Samaritan's operating performance will
continue to be challenged in a number of areas.  The hospital's
nursing staff is unionized and annual wage increases continue to
be high.  As discussed above, Good Samaritan faces competition for
inpatient services from other hospitals, some of which are owned
by larger systems with financial resources. Additionally, the
hospital is challenged by a growing uninsured population and an
aging plant.  Financial strategies include focusing on higher
margin business and maximizing Medi-Cal reimbursement.

Balance Sheet Position: Adequate cash levels, but leverage is
                        high relative to operations

Moody's believes Good Samaritan's unrestricted cash position will
be preserved in the next year or two because of the availability
of bond proceeds and cash from land sales for capital.  However,
based on weak operations and a historical trend of declining cash,
Moody's believes cash could decline to very weak levels in the
medium term.  Unrestricted cash has declined for six years and
would have declined further without one-time cash infusions.  As
of July 31, 2007 unrestricted cash was $33 million (excluding $44
million of proceeds from a land sale, which will be used in the
short-term for capital), representing a modest 49 days on hand,
declining significantly from $50 million at fiscal year end 2006
(note 2006 cash was restated from a prior number of $55 million).  
In fiscal year 2005 the hospital released $8 million in workers
compensation reserves no longer needed because of the hospital's
claims experience.  Prior to 2005 absolute cash was enhanced by
one-time cash infusions including $12 million in unrestricted
gifts in 2003 and 2004.

Capital spending will be increasing and will be funded with bond
proceeds as well as the sale of property.  The largest project is
the medical office building and outpatient pavilion discussed
above which is expected to cost $60 million.  Routine capital
spending is estimated at $13 million in fiscal year 2008 and $10
million in 2009.  Sources of funding include
$35 million in bond proceeds and $44 million from the sale (which
has been received) of an adjacent parcel of land.  Based on 2007
the hospital's "free cashflow" is negative (cashflow less debt
service) and does not provide funds for capital spending,
suggesting further cash decline.

Good Samaritan's debt will increase by almost 60% after the
financing to $120 million.  Although Moody's believes the amount
of debt is not overly high for the size of the hospital, leverage
measures are extremely weak because of operating performance.  
Cash-to-debt on a proforma basis is low at 27%. Debt-to-cashflow
is negative.  Peak debt service coverage is weak at 0.5 times.  At
this time, the hospital has no plans for additional debt.

                          Outlook

The negative outlook reflects Moody's belief that the hospital's
operating margins are extremely weak and inadequate to support
future capital needs and debt service while maintaining a viable
operation.  Without substantial improvement, Moody's believes cash
will continue to decline further over the medium term and could
threaten the hospital's viability.

What could change the rating -- Up

Multiple years of substantially improved operating performance,
combined with maintenance of cash without reliance on one-time
infusions.  The negative outlook suggests an upgrade is not
likely.

What could change the rating -- Down

Further decline in unrestricted cash, continued operating losses

Key Indicators:

Assumptions & Adjustments:

  -- Based on financial statements for Good Samaritan Hospital

  -- First number reflects audit year ended August 31, 2006

  -- Second number reflects annualized 11 months of fiscal year
     2007 ended July 31, 2007, unaudited and proforma with
     $45 million in new debt

  -- Investment returns smoothed at 6% unless otherwise noted

  -- Non-recurring items excluded are $4.5 million in a non-
     cash Medicare-related adjustment in 2007

* Inpatient admissions: 18,151; 17,385

* Total operating revenues: $254 million; $236 million

* Moody's-adjusted net revenue available for debt service:
  $13 million; $4.9 million

* Total debt outstanding: $76 million; $121 million

* Maximum annual debt service: $7.4 million; $9 million

* MADS coverage based on reported investment income: 1.8 times;
  0.9 times

* Moody's-adjusted MADS coverage: 1.8 times; 0.5 times

* Debt-to-cash flow: 10 times; negative

* Days cash on hand: 79 days; 49 days

* Cash-to-debt: 72%; 27%

* Operating margin: (3.1)%; (6.6)%

* Operating cash flow margin: 3%; 0.4%


SAMSONITE CORP: Completed CVC Deal Cues S&P to Withdraw Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all the ratings on
Mansfield, Massachussetts-based Samsonite Corp., including the
'BB-' corporate credit rating.  The company's existing rated debt
was repaid following the completion of its recent sale to
CVC Capital Partners.  The corporate credit rating has been
withdrawn at Samsonite's request.

Ratings List

Ratings Withdrawn

Samsonite Corp.
                             To       From
                             --       ----
Corporate Credit Rating     NR       BB-/Watch Neg/--
Senior Secured
  Local Currency             NR       BB-/Watch Neg
  Recovery Rating            NR       3


SASCO MORTGAGE: Fitch Cuts Class B Certs.' Rating to BB-
--------------------------------------------------------
Fitch took rating action on these SASCO mortgage pass-through
certificates:

Series 2006-GEL1:

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

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect about $150.4 million
in outstanding certificates.  The negative rating actions reflect
deterioration in the relationship between CE and expected losses,
and affect about $6 million in outstanding balances.

At issuance, the transaction was initially funded with about half
of its target overcollateralization amount.  As a result of losses
being greater than originally expected (losses have exceeded
excess spread for eight of the past twelve months), the OC amount
has not been able to reach its target.  Fitch does not expect the
OC amount to ever reach its target.

The pool factor (current collateral balance as a percentage of
initial collateral balance) is approximately 65%, and the
transaction is 20 months seasoned.  The amount of loans in the 60+
delinquency buckets (includes Foreclosure, Real Estate Owned, and
Bankruptcy) is about 18.5% (comprising 11.9% in FC and REO), and
the cumulative losses to date are approximately 1.44%.

The mortgage pool consists of conventional, first and second lien,
adjustable- and fixed-rate residential mortgages.  All of the
loans are master serviced by Aurora Loan Services Inc which is
currently rated 'RMS1-' by Fitch.


SCO GROUP: Court Approves Berger Singerman as Co-Counsel
--------------------------------------------------------
The SCO Group Inc. and SCO Operations Inc. obtained permission
from the United States Bankruptcy Court for the District of
Delaware to employ Berger Singerman P.A. as their co-counsel, nunc
pro tunc to Sept 14, 2007.

Berger Singerman will:

   a) advise the Debtors with respect to its powers and duties
      as debtors-in-possession and the continued management of
      their business operations;

   b) advise the Debtors with respect to their responsibilities
      in complying with the United States Trustee's Operating
      Guidelines and Reporting requirements and with the rules
      of the Court;

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

   d) protect the interests of the Debtors in all matters
      pending before the Court; and

   e) represent the Debtors in negotiations with their creditors
      and in the preparation of a plan.

The firm's professionals will bill at these rates:

     Professional                     Hourly Rate
     ------------                     -----------
     Paul Steven Singerman, Esq.         $475
     Arthur J. Spector, Esq.             $450

     Associate Attorneys              $250 - $370
     Legal Assistants/Paralegals       $75 - $160
      
The firm disclosed that on Sept. 4, 2007, and Sept. 12, 2007,
Berger Singerman received retainers of $50,000 and $375,000,
respectively, in connection with Debtors' chapter 11 cases.

Arthur J. Spector, Esq., a shareholder of the firm, assures the
Court that the firm does not hold any interest adverse to the
Debtors and their estate, and that the firm is a "disinterested
person" as that term is defined under Section 101(14) of the
Bankruptcy Code.

The firm can be reached at:

             Paul Steven Singerman, Esq.
             Arthur J. Spector, Esq.
             Berger Singerman P.A.
             350 E. Las Olas Boulevard, Suite 1000
             Fort Lauderdale, FL 33301
             Tel.: (954) 713-7511
             http://www.bergersingerman.com/

Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq: SCOX)
fka Caldera International Inc. -- http://www.sco.com/-- provides   
software technology for distributed, embedded and network-based
systems, offering SCO OpenServer for small to medium business and
UnixWare for enterprise applications and digital network services.

The company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead Case
No. 07-11337).  Epiq Bankruptcy Solutions, LLC, acts as the
Debtors' claims and noticing agent.  The United States Trustee
failed to form an Official Committee of Unsecured Creditors in
these cases due to insufficient response from creditors.  The
Debtors' exclusive period to file a chapter 11 plan expires on
March 12, 2008.  The Debtors' schedules of assets and liabilities
showed total assets of $9,549,519 and total liabilities of
$3,018,489.


SCO GROUP: Gets Court OK to Hire Pachulski Stang as Co-Counsel
--------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized The SCO Group Inc. and SCO Operations Inc. to employ
Pachulski Stang Ziehl & Jones LLP as their bankruptcy co-counsel,
nunc pro tunc to Sept 14, 2007.

Pachulski Stang will:
   
   a) provide legal advise with respect to the Debtors' powers
      and duties as debtors in possession in the continued
      operation of their business and management of their
      property;

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

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

   d) prepare and pursue confirmation of a plan and approval of
      a disclosure statement; and

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

The firm's professionals and their billing rates per hour are:

             Professional                     Rate
             ------------                     ----     
             Laura Davis Jones, Esq.          $750
             James E. O'Neill, Esq.           $475
             Rachel L. Werkheiser, Esq.       $375
             Lynzy Oberholzer                 $175

Laura Davis Jones, Esq. an attorney of the firm, assures the Court
that the firm does not hold any interest adverse to the Debtors
and their estate, and that the firm is a "disinterested person" as
that term is defined under Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

             Laura Davis Jones, Esq.
             Pachulski Stang  Ziehl & Jones LLP
             919 North Market Street, 17th Floor
             P.O. Box 8705
             Wilmington, DE 19899-8705
             Tel.: (302) 652-4100
             Fax.: (302) 652-4400
             http://www.pszjlaw.com/

Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq: SCOX)
fka Caldera International Inc. -- http://www.sco.com/-- provides   
software technology for distributed, embedded and network-based
systems, offering SCO OpenServer for small to medium business and
UnixWare for enterprise applications and digital network services.

The company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead Case
No. 07-11337).  Epiq Bankruptcy Solutions, LLC, acts as the
Debtors' claims and noticing agent.  The United States Trustee
failed to form an Official Committee of Unsecured Creditors in
these cases due to insufficient response from creditors.  The
Debtors' exclusive period to file a chapter 11 plan expires on
March 12, 2008.  The Debtors' schedules of assets and liabilities
showed total assets of $9,549,519 and total liabilities of
$3,018,489.


SECURE COMPUTING: Posts $10.1 Million in Quarter Ended Sept. 30
---------------------------------------------------------------
Secure Computing Corporation disclosed Monday results for its
third quarter ended Sept. 30, 2007.

On a GAAP basis, net loss was $10.1 million for the quarter ended
Sept. 30, 2007.  This compares to a net loss of $8.2 million for
the same period last year.  Non-GAAP net income was $6.4 million
for the third quarter of 2007.  

GAAP revenue of $60.0 million.  This represents a 37% increase in
revenue compared to $43.7 million in the same quarter last year.
Third quarter non-GAAP revenue was $65.2 million.  This represents
a 49% increase compared to the same quarter last year.  The
company generated $12.8 million of cash from operations and
reduced the long term debt balance by $10.0 million.  Billings for
the quarter were $74.0 million, a 20% increase compared to the
same quarter last year.

"Our team again delivered solid results in the third quarter,"
said John McNulty, chairman and chief executive officer of Secure
Computing.  "Secure Computing is in the enviable position of being
able to address the evolving threat environment at the gateway in
a fashion that we believe is better and more complete than any
other security provider.  Today's Web 2.0 technologies have great
allure and benefit, but they also provide an inviting target for
blended malware, and stopping that type of threat is what we do
best.  Our products fit the needs of the market and good execution
allowed us to realize record revenue and cash from operations.  We
believe we are well positioned to accelerate our growth in the
enterprise security market."
    
In the third quarter, deferred revenue increased $11.4 million, or
8%, bringing the total deferred revenue balance to $153.8 million
at the end of September.
    
Total cash and restricted cash was $10.7 million at Sept. 30,
2007.  

"In the third quarter, we experienced strong performance across
many important metrics, including closing six seven-figure deals
and a record 127 deals over $100,000," said Tim Steinkopf, senior
vice president of operations and chief financial officer of Secure
Computing.  "Our strong cash flow from operations over the last
three quarters has allowed us to reduce our debt by $32 million
since the beginning of the year, which is well ahead of plan."

At Sept. 30, 2007, the company's consolidated balance sheet showed
$715.8 million in total assets, $250.8 million in total
liabilities, $68.3 million in convertible preferred stock, and
$396.6 million in total shareholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $92.0 million in total current
assets available to pay $127.0 million in total current
liabilities.

                      About Secure Computing

Headquartered in San Jose, Calif., Secure Computing (NASDAQ: SCUR)
-- http://www.securecomputing.com/-- is a provider of enterprise  
gateway security, delivers a comprehensive set of solutions that
help customers protect their critical Web, email and network
assets.  Over half of the Fortune 50 and Fortune 500 are part of
the company's more than 20,000 global customers in 106 countries,
supported by a worldwide network of more than 2,300 partners.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 20, 2007,
Standard & Poor's Rating Services raised its corporate credit
rating on Secure Computing Corp. to 'B+' from 'B', following the
successful integration of CipherTrust Inc. and an improved
financial profile.  The outlook is positive.


STELCO INC: Gets Regulatory Nods for Acquisition by U.S. Steel
--------------------------------------------------------------
Stelco Inc. has been advised that United States Steel Corporation
has received all regulatory approvals required to complete the
arrangement of Stelco under section 192 of the Canada Business
Corporations Act involving the acquisition by an indirect wholly-
owned subsidiary of United States Steel Corporation of all of the
common shares of Stelco.

The completion of the Arrangement remains subject to the approval
of the Ontario Superior Court of Justice and the satisfaction of
certain other conditions described in the management proxy
circular dated Sept. 24, 2007.  Subject to the satisfaction of
such conditions, it is anticipated that the Arrangement will be
completed today, Oct. 31, 2007.

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.

At Sept. 30, 2007, Stelco Inc.'s consolidated balance sheet showed
total assets of $2.6 billion and total liabilities of
$2.7 billion, resulting in a $64 million shareholders' deficit.


STRUCTURED ASSET: Fitch Takes Rating Actions on Six Deals
---------------------------------------------------------
Fitch took rating action on these Structured Asset Investment Loan
mortgage pass-through certificates:

Series 2003-BC6:

   -- Class M1 affirmed at 'AA';
   -- Class M2 remains at 'A-', and placed on Rating Watch
      Negative;

   -- Class M3 downgraded to 'B' from 'BBB';

   -- Class M4 downgraded to 'CCC' from 'BBB-', and assigned a
      Distressed Recovery rating of 'DR1';

   -- Class B downgraded to 'CCC' from 'BBB-', and assigned a
      DR rating of 'DR1'.

Series 2003-BC7:

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

Series 2003-BC13:

   -- Class A 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 downgraded to 'BB+' from 'BBB-';
   -- Class M6 downgraded to 'BB' from 'BBB-';
   -- Class B downgraded to 'B' from 'BB'.

Series 2004-2:

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

Series 2004-4:

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

   -- Class M7 downgraded to 'C' from 'BB', and assigned a DR
      rating of 'DR3';

   -- Class M8 downgraded to 'C' from 'BB-', and assigned a DR
      rating of 'DR5';

   -- Class B downgraded to 'C' from 'B+', and assigned a DR
      rating of 'DR6'.

Series 2004-5:

   -- Class M2 affirmed at 'AA+';
   -- Class M3 affirmed at 'AA';
   -- Class M4 downgraded to 'A+' from 'AA-';
   -- Class M5 downgraded to 'A-' from 'A';
   -- Class M6 downgraded to 'BBB' from 'A-';
   -- Class M7 downgraded to 'BB' from 'BBB+';

   -- Class M8 downgraded to 'CC' from 'BBB', and assigned a DR
      rating of 'DR1'.


The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect about
$629.1 million in outstanding certificates.  The negative rating
actions affect about $194.54 million in outstanding certificates.

The negative rating actions reflect deterioration in the
relationship between CE and expected losses.  All transactions
have experienced decreases in their respective
overcollateralization amounts due to realized losses being greater
than excess spread amounts for at least six of the past 12 months.  
All transactions' OC amounts are beneath their targets.

The collateral in the aforementioned transactions consists
primarily of conventional, first and second lien, adjustable and
fixed rate, fully amortizing and balloon loans secured by
residential properties.  The collateral was originated by multiple
lenders which include BNC Mortgage Inc., New Century Mortgage
Corporation, and Option One Mortgage Corporation. Aurora Loan
Services Inc. is the master servicer for all transactions and is
rated 'RMS1-' by Fitch.


SUPERMERCADOS BONANZA: Case Summary & 35 Largest Unsec. Creditors
-----------------------------------------------------------------
Lead Debtor: Supermercados Bonanza Nieves, Inc.
             aka Selectos Nieves, Inc.
             Apartado 903
             Aguada, PR 00602

Bankruptcy Case No.: 07-06345

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Familia Nieves, Inc.                       07-06344

Chapter 11 Petition Date: October 29, 2007

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Winston Vidal-Gambaro, Esq.
                  P.O. Box 193673
                  San Juan, PR 00919-3673
                  Tel: (787) 751-2864
                  Fax: (787) 763-6114

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Supermercados Bonanza       $1 Million to          $1 Million to
Nieves, Inc.                $100 Million           $100 Million

Familia Nieves, Inc.        $100,000 to            $1 Million to
                            $1 Million             $100 Million

A. Supermercados Bonanza Nieves, Inc's 17 Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Banco Popular De Puerto Rico   bank loan               $3,221,114
P.O. Box 362708
Hato Rey, PR 00936-2708

Westernbank Puerto Rico        bank loan                 $212,929
P.O. Box 1180
Mayaguez, PR 00681-1180

Banco de Santander             bank loan                 $158,246
P.O. Box 36-2589
San Juan, PR 00936

Autoridad de Energia           trade debt                $113,322
Electrica

C.R.I.M.                       taxes                      $60,692

Municipality of Moca           taxes                      $55,838

Refrigerama                    trade debt                 $53,148

Banco Popular de Puerto Rico   automobile leasing         $50,195
San Juan, PR

Hobart Service                 trade debt                 $46,366

Pedro Barba E. Hijos, Inc.     trade debt                 $34,742

Productos Avicolas del Sur,    trade debt                 $30,489
Inc.

General Electric               trade debt                 $24,829

Riviana Puerto Rico, Inc.      trade debt                 $24,316

V. Suarez & Co., Inc.          trade debt                 $22,827

Mendez & Co.                   trade debt                 $22,677

Ballester Hermanos, Inc.       trade debt                 $21,958

Caribbean Produce              trade debt                 $21,810

B. Familia Nieves, Inc's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Banco Popular de Puerto Rico   bank loan               $2,026,143
P.O. Box 362706
Hato Rey, PR 00936-2708

                               bank overdraft             $15,756

Municipality of Anasco         bank loan                  $51,000
Apartado 1305
Anasco, PR

B. Fernandez & H.N.O.S., Inc.  trade debt                 $40,830
P.O. Box 363629
San Juan, PR 00936-3629

V. Suarez & Co., Inc.          trade debt                 $39,791

Ballester Hermanos, Inc.       trade debt                 $37,081

Bismark Trading, Inc.          trade debt                 $30,200

Productos Avicolas del Sur     trade debt                 $23,843

Kellogg Caribbean Services     trade debt                 $23,226
Co., Inc.

Suiza Dairy Corp.              trade debt                 $22,645

Mendez & Co.                   trade debt                 $22,045

Johnny Rivera, Inc.            trade debt                 $21,332

Plaza Provision Co.            trade debt                 $20,627

Rovira Foods, Inc.             trade debt                 $18,928
Eric's Products

Matosantos Comercial Corp.     trade debt                 $17,633

Pan Pepin, Inc.                trade debt                 $16,376

Caribbean Produce              trade debt                 $15,104

Star Meat                      trade debt                 $13,472

Frigorifico Plaza Aguadilla,   trade debt                  $9,753
Inc.


SUSSER HOLDINGS: Units Plan to Offer $150 Million Senior Notes
--------------------------------------------------------------
Susser Holdings Corporation disclosed that its indirect
subsidiaries, Susser Holdings, L.L.C. and Susser Finance
Corporation, intend to offer approximately $150 million aggregate
principal amount of 10-5/8% Senior Notes due 2013.

The net proceeds from the notes offering will be used to partially
fund the acquisition by Susser of TCFS Holdings, Inc., a Texas
corporation and the parent of the Town & Country Food Stores chain
of convenience stores.

The notes offering is subject to market and other conditions
including, without limitation, the closing of the TCFS
acquisition.  A definitive agreement relating to the proposed
offering of notes has not been entered into by the Issuers, and
there can be no assurances that the notes offering will be
consummated.

Headquartered in Corpus Christi, Texas, Susser Holdings
Corporation (NASDAQ: SUSS) -- http://www.susser.com/-- operates  
more than 320 convenience stores in Texas and Oklahoma under the
Stripes and Circle K brands, offering motor fuel, merchandise,
food service (under its own Laredo Taco Company brand) and other
services.  Its wholesale segment purchases branded and unbranded
motor fuels from refiners and distributes it to the company's
retail convenience stores, contracted independent operators of
convenience stores, unbranded convenience stores and commercial
users.


SUSSER HOLDINGS: Moody's Confirms B1 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service confirmed the corporate family rating of
Susser Holdings LLC at B1, downgraded the $120 million 10.625%
senior note (2013) issue to B3 (LGD-5, 78%) to be consistent with
Moody's loss given default methodology following the change in the
capital structure, and rated the proposed $150 million add-on to
the 2013 notes at B3 (LGD-5, 78%).  The rating outlook is stable
and the speculative grade liquidity rating remains SGL-2.

This rating action concludes the review that commenced on
Sept. 24, 2007.  Consideration of the ratings had been prompted by
Moody's concern that credit quality would deteriorate as a result
of the announced transaction in which the company intends to
purchase Town and Country Food Stores, Inc. for total
consideration of $361 million.  Besides the additional senior
notes, Susser will finance the transaction with excess cash,
proceeds from the sale & leaseback of certain Town & Country real
estate, an unrated $105 million secured term loan, and borrowings
on the unrated $90 million secured revolving credit facility.

This rating is assigned:

   -- $150 million add-on to the 10 5/8% senior unsecured note
      (2013) issue at B3 (LGD   --5, 78%).

Ratings confirmed are:

   -- Corporate family rating at B1;
   -- Probability of Default rating at B1.

This rating is lowered:

   -- $120 million 10 5/8% senior unsecured note (2013) issue
      to B3 (LGD-5, 78%) from B2 (LGD-5, 73%).

The speculative grade liquidity rating remains SGL-2.  Moody's
does not rate the $90 million secured revolving credit facility or
the $105 million secured term loan.

Moody's believes that the pending Town & Country acquisition makes
strategic sense and is being sensibly financed, so pro-forma
credit metrics will remain appropriate for the rating category
after the pending transaction.  The ratings also recognize certain
qualitative aspects of the company's franchise such as the
moderate cash flow seasonality, the company's important market
position as a motor fuel retailer in South and West Texas, and the
high fair market value of tangible assets such as real estate
relative to the company's liabilities.

However, limiting the ratings are the geographic concentration of
the company's retail and wholesale operations, the intensely
competitive nature of the convenience store industry, including
from non-traditional gasoline retailers, and the inevitable
challenges in successfully combining Town & Country with Susser.

Susser Holdings LLC, with headquarters of its operating subsidiary
in Corpus Christi, Texas, operates 329 convenience stores in Texas
and Oklahoma.  The company also wholesales fuel to 374 independent
retailers.  The company intends to purchase Town and Country Food
Stores, Inc, the operator of 168 convenience stores in West Texas
and Eastern New Mexico. Pro-forma revenue for the twelve months
ending June 30, 2007 would have been about $3.2 billion.


SUSSER HOLDINGS: S&P Affirms 'B+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Corpus Christi, Texas-based Susser Holdings LLC.  
At the same time, S&P lowered the company's senior unsecured debt
rating to 'B' from 'B+'.  All ratings have been removed from
CreditWatch, where they were placed with negative implications on
Sept. 21, 2007.  The outlook is negative.
      
"The affirmation of the corporate credit rating reflects the
improvement in Susser's geographic scope and market position
balanced against the deterioration of cash flow protection
measures," said Standard & Poor's credit analyst David Kuntz, "as
the Town & Country acquisition adds significant debt to the
company's balance sheet."  The company is also adding $120 million
to its existing senior unsecured notes.  The negative outlook
reflects Standard & Poor's concern over the integration risk
related to Town & Country and the volatility in motor fuel margins
given the context of increased financial leverage.  "We would
consider a downgrade if issues arise with the integration, leading
to a decline in operations and further deterioration in credit
metrics," added Mr. Kuntz.


TERWIN MORTGAGE: Moody's Rates Class B-1 Certificates at Ba2
------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by Terwin Mortgage Trust 2007-QHL1, and
ratings ranging from Aa1 to Ba2 to the mezzanine and subordinate
certificates in the deal.

The securitization is backed by various mortgage lender originated
adjustable-rate and fixed-rate subprime mortgage loans acquired by
Terwin Securitization LLC.  The ratings are based primarily on the
credit quality of the loans and on the protection against credit
losses provided by subordination, excess spread, and
overcollateralization.  The ratings also benefit from an interest-
rate swap agreement provided by Bear Stearns Financial Products
Inc. Moody's expects collateral losses to range from 10.40% to
10.90%.

Specialized Loan Servicing LLC will service the mortgage loans.
Moody's has assigned SLS a servicer quality rating of SQ4+ as
servicer of subprime first lien loans.  The Bank of New York will
act as master servicer.  Moody's assigned Bank of New York a
servicer quality rating of SQ2 as a master servicer.

The complete rating actions are:

Terwin Mortgage Trust 2007-QHL1

Asset-Backed Securities, Series 2007-QHL1

   -- Cl. A-1, Assigned Aaa
   -- Cl. M-1, Assigned Aa1
   -- Cl. M-2, Assigned Aa2
   -- Cl. M-3, Assigned A1
   -- Cl. M-4, Assigned A2
   -- Cl. M-5, Assigned Baa1
   -- Cl. M-6, Assigned Baa2
   -- Cl. M-7, Assigned Baa3
   -- Cl. B-1, Assigned Ba2
   -- Cl. G, Assigned Aaa


TWEETER HOME: Committee Wants to Pursue Potential Actions
---------------------------------------------------------
Tweeter Home Entertainment Group, Inc., and its debtor-affiliates,
along with the Official Committee of Unsecured Creditors, ask the
U.S. Bankruptcy Court for the District of Delaware to authorize
the creditors panel, on the Debtors' behalf, to commence and
prosecute certain actions under Chapter 5 of the Bankruptcy Code.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, relates that, since the closing of
the sale of substantially all of their assets, the Debtors have
worked closely with the Committee.  As part of the wind-down
process, he says, the Committee has identified certain potential
Actions to recover amounts paid to certain employees.  The
payments were made before the bankruptcy filing from a Deferred
Compensation Trust operated by the Debtors.

The Debtors and the Committee have agreed that the Committee is
the best party to pursue Potential Actions, since:

   (a) several employees continue to provide services to the
       Debtors under the Transition Services Agreement;

   (b) it is likely that the Potential Actions will be
       transferred to a creditor trust upon confirmation of a
       liquidation plan; and

   (c) the current counsel will pursue those Potential Actions on
       behalf of that creditor trust.

Mr. Galardi asserts that the transfer of the Potential Actions to
the Committee will avoid duplication of efforts that might
otherwise occur upon confirmation of a plan of reorganization.

Pursuant to Sections 1103(c)(5) and 1109, and as confirmed by the
United States Court of Appeals for the Third Circuit, creditors'
committees are allowed under certain conditions to assert causes
of action on behalf of a debtors' estate.  Mr. Galardi notes that
the Bankruptcy Court had previously granted relief in similar
cases, citing In re Cybergenics, 330 F.3d at 580.

Mr. Galardi maintains that the Committee should be authorized to
pursue Potential Actions on the Debtors' behalf, pending Plan
confirmation.

                       About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and   
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  Kurtzman Carson Consultants LLC acts as
the Debtors' claims and noticing agent.  As of Dec. 21, 2006,
Tweeter had total assets of $258,573,353 and total debts of
$190,417,285.  The Court gave the Debtors until Feb. 6, 2008 to
file a plan of reorganization.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represent the
Official Committee of Unsecured Creditors.  (Tweeter Bankruptcy
News, Issue No. 13, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


TWEETER HOME: Wants to Assume & Assign Mitsubishi Contract
----------------------------------------------------------
Tweeter Home Entertainment Group, Inc. seeks authority from the
U.S. Bankruptcy Court for the District of Delaware to assume an
authorized dealer contract with Mitsubishi Consumer Electronics
America, Inc., and assign it to Tweeter Newco, LLC, as purchaser
of substantially all of the Debtors' assets.

In addition, the Debtors ask the Court to approve their
settlement agreement with Tweeter Newco with respect to certain
credits owed under the Mitsubishi Contract.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher, & Flom,
LLP, in Wilmington, Delaware, relates that following the sale of
the Debtors' assets, the Debtors and Tweeter Newco entered into a
vendor settlement, under which the Tweeter Newco paid the Debtors
$1,000,000 for rights to certain vendor credits.

According to Mr. Galardi, the Debtors and Tweeter Newco had a
disagreement regarding their respective rights to $210,670,
representing credits owed by Mitsubishi to the Debtors.

After arm's-length negotiations, the Debtors and Tweeter Newco
resolved their disputes, and have agreed that:

   (a) Tweeter Newco will pay the Debtors $63,200;

   (b) the Debtors will assign the Mitsubishi Contract and its
       Credits to Tweeter Newco;

   (c) any payment under the assignment of the Contract will not
       be counted against payment caps set forth in the Sale
       Order or Asset Purchase Agreement; and

   (d) the Debtors will waive claims or causes of action their
       estates may have against the non-Debtor parties to the
       Mitsubishi Contract.

The Debtors have determined that the assumption and assignment of
the Mitsubishi Contract will generate maximum benefit to the
Debtors' estates, their creditors, and other parties-in-interest.

By complying with the Tweeter Newco's designation and resolving
their disputes with respect to the Mitsubishi Contract and its
Credits, the Debtors are relieved of any obligations associated
with the Contract.  The Debtors believe that there are no
outstanding cure amounts with respect to the Contract.

The Debtors state that they may identify other contracts and
unexpired leases to be assumed or rejected, and reserve the right
to assume or reject additional contracts in the future.

                       About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and   
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  Kurtzman Carson Consultants LLC acts as
the Debtors' claims and noticing agent.  As of Dec. 21, 2006,
Tweeter had total assets of $258,573,353 and total debts of
$190,417,285.  The Court gave the Debtors until Feb. 6, 2008 to
file a plan of reorganization.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represent the
Official Committee of Unsecured Creditors.  (Tweeter Bankruptcy
News, Issue No. 13, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


TWEETER HOME: Zurich Group Wants to Terminate Insurance Policies
----------------------------------------------------------------
Zurich American Insurance Company and American Zurich Insurance
Company seek relief from the automatic stay imposed under Section
362 of the Bankruptcy Code in order to terminate certain insurance
policies with Tweeter Home Entertainment Group, Inc. and its
debtor-affiliates.

Zurich states that the Debtors have failed to meet their
obligations for insurance coverage.  Zurich issued automobile and
general liability, and workers' compensation policies to Sound
Advice, Inc., and Sound Advice of Arizona, Inc., as well as
Garagekeepers legal liability policies to all the Debtors.

To secure their obligations, the Debtors provided $460,000, and
the Sound Advice Debtors posted $68,659, in escrow funds.  In
addition, a letter of credit named Zurich the beneficiary of
$4,400,000, securing the Debtors' obligations under the policies.

The Debtors were also obligated to post $75,000 in escrow funds,
and increase the letter of credit by $150,000, which they failed
to do.

Adam G. Landis, Esq., at Landis Rath & Cobb LLP, in Wilmington,
Delaware, asserts that the Debtors have failed to pay premiums on
the 2007/2008 policy year, consisting of prepetition installments
aggregating $153,171, and $63,970 for postpetition installments.

Under certain deductible agreements and specifications, the
Debtors owe $1,842,202 to Zurich for monthly billings arising
from the deductible layer of the insurance policies.  After
deducting payments of losses and accounting for the escrow funds,
Zurich determined an unsecured claim against the Sound Advice
Debtors for $905,548.

Mr. Landis asserts that lifting the automatic stay enables a
panel of arbitrators to determine the value and priority of
Zurich's claims against the Debtors' estates.  He adds that it
will allow Zurich to terminate the policies, since according to
Mr. Landis, the Debtors have no intention of paying the defaulted
payments.

According to Mr. Landis, Tweeter Newco, LLC, purchaser of the
Debtors' assets, indicated that it has no intention of requesting
the Debtors to assume the policies, and procured insurance
coverage from another provider.

Mr. Landis maintains that Zurich will be increasingly harmed by
the Debtors' failure to reimburse, and stands to suffer
substantial prejudice and significant additional exposure if it
is unable to terminate the policies.

                       About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and   
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  Kurtzman Carson Consultants LLC acts as
the Debtors' claims and noticing agent.  As of Dec. 21, 2006,
Tweeter had total assets of $258,573,353 and total debts of
$190,417,285.  The Court gave the Debtors until Feb. 6, 2008 to
file a plan of reorganization.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represent the
Official Committee of Unsecured Creditors.  (Tweeter Bankruptcy
News, Issue No. 13, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ULTITEK LTD: Sept. 30 Balance Sheet Upside-Down by $796,924
-----------------------------------------------------------
Ultitek Limited's consolidated balance sheet showed $1.3 million
in total assets, $1.7 million in total liabilities, and $358,455
in 7% convertible debenture, resulting in a $796,924 total
shareholders' deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $1.1 million in total current
assets available to pay $1.7 million in total current liabilities.

The company reported a net loss of $131,423 on revenues of
$525,128 for the third quarter ended Sept. 30, 2007, compared with
a net loss of $265,111 on revenues of $284,697 for the same period
last year.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?24a1

                      Going Concern Doubt

Meyler & Company LLC, in Middletown, N.J., expressed substantial
doubt about Ultitek Ltd.'s ability to continue as a going concern
after auditing the company's consolidated financial statements as
of the years ended Dec. 31, 2006, and 2005.  The auditing firm
reported that the company incurred a net loss of $7.4 million in
2006 and had a stockholders' deficit of $325,731 at Dec. 31, 2006.

                        About Ultitek Ltd.

Headquartered in Englewood Cliffs, N.J., Ultitek Ltd. (OTC BB:
UITK.OB) -- http://www.ultitek.com/-- through its wholly owned   
subsidiary, TAIS, owns and operates the ULTITEK System consisting
of a computerized reservation system, a global distribution
system, and operation systems for the airlines, to be marketed
worldwide.


URBAN DEVELOPERS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Urban Developers, LLC
        dba Plaza Square Apartments
        dba Plaza Square
        dba Trinity Place
        30 Plaza Square, Suite 101
        Saint Louis, MO 63103

Bankruptcy Case No.: 07-47183

Chapter 11 Petition Date: October 29, 2007

Court: Eastern District of Missouri (St. Louis)

Judge: Charles E. Rendlen III

Debtor's Counsel: David A. Sosne, Esq.
                  Summers Compton Wells & Hamburg, P.C.
                  8909 Ladue Road
                  St. Louis, MO 63124
                  Tel: (314) 991-4999
                  Fax: (314) 991-2413

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
   ------                        ---------------     ------------
Metropolitan Sewer District      Utility Service         $320,717
2350 Market Street
St. Louis, MO 63103

Trigen                           Utility Service         $130,706
One Ashley Place
St. Louis, MO 63102

Laclede Gas                      Utility Service          $67,328
720 Olive Street
St. Louis, MO 63101

City of St. Louis Water Dept.    Utility Service          $59,076

Gateway Elevator                 Elevator                 $20,603

Jani King                        Trade Debt               $17,062

Onyx Waste Services              Trash Service            $13,273
Midwest, Inc.

St. Louis Elevator               Elevator                 $11,719

Ameren UE                        Utility Service           $8,500

Polsinelli, Shalton, Welte       Legal Fees                $7,259

Apartment Guide                                            $4,175

For Rent                         Advertising               $3,891

Carpet Specialist                Trade Debt                $3,142

Orkin, Inc.                      Pest Control              $3,050

St. Louis Post Dispatch          Advertising               $2,495

Connecticut Natural Gas Corp.    Utility Service           $1,952

Ace American Insurance Company   Insurance                 $1,911

The Metropolitan District        Utility Service           $1,821

Landlord Movers                  Trade Debt                $1,773

Sat Star Communication           Utility Service           $1,497


URS CORP: Postpones Special Stockholders Meeting to November 9
--------------------------------------------------------------
URS Corporation has postponed its previously scheduled special
meeting of stockholders to approve the issuance of shares in
connection with the proposed acquisition by URS of Washington
Group International, Inc. to Nov. 9, 2007.  URS is postponing its
meeting in light of the decision by Washington Group to postpone
its special meeting of stockholders.

The special meeting of URS stockholders will be held at 10:00 a.m.
(Pacific Daylight Time) on November 9 at the offices of Cooley
Godward Kronish LLP, located at 101 California Street, 5th Floor
in San Francisco, California 94111-5800.

Stockholders of record as of the close of business on Sept. 21,
2007, will be entitled to vote at the meeting.

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.


UTIX GROUP: June 30 Balance Sheet Upside-Down by $2.7 Million
-------------------------------------------------------------
Utix Group Inc.'s consolidated balance sheet at June 30, 2007,
showed $2.9 million in total assets and $5.6 million in total
liabilities, resulting in a $2.7 million total shareholders'
deficit.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $2.7 million in total current
assets available to pay $5.6 million in total current liabilities.

The company reported a net loss of $1.6 million on revenues of
$1.3 million for the third quarter ended June 30, 2006, compared
with a net loss of $5.1 million on revenues of $370,604 for the
same period ended June 30, 2006.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?24a0

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 22, 2007,
Vitale, Caturano & Company Ltd., in Boston, expressed substantial
doubt about Utix Group Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Sept. 30, 2006.  The auditing firm
pointed to the company's recurring losses from operations, net
working capital and stockholders' deficits.

                            About Utix

Headquartered in Burlington, Massachusetts, Utix Group Inc.
(OTC BB: UTIX.OB) -- http://www.utix.com/-- provides gift tickets  
that are redeemable at golf courses, ski resorts, spas, movie
theaters, bowling centers and other venues nationwide.  The
company's products are offered through sales of prepaid manual and
magnetic strip plastic gift tickets to corporations and other
business users and sales of prepaid magnetic strip gift tickets to
retail consumers that purchase products at mass merchandise retail
chains and the internet.


VALERO ENERGY: R. Marcogliese Promoted to Chief Operating Officer
-----------------------------------------------------------------
Valero Energy Corp. reported that Rich Marcogliese, Valero's
executive vice president in charge of operations, has been
promoted to executive vice president and chief operating officer
by the board of directors.

In his new role, Mr. Marcogliese will be responsible for the
company's refining operations and commercial operations, which
includes marketing, supply and transportation.  The chief
operating officer post has been vacant since January of 2006, when
Bill Klesse was promoted to CEO of Valero.

Under the new management structure, executive vice president of
marketing and supply Joe Gorder will report to Mr. Marcogliese.

Valero's retail store operations and Ultramar Ltd., the company's
Canadian subsidiary, will report to president Greg King.  Mike
Ciskowski, the company's executive vice president and chief
financial officer, will continue to report to
Mr. King.

                     About Valero Energy

Based in San Antonio. Texas, Valero Energy Corporation (NYSE:VLO)
-- http://www.valero.com/-- owns and operates 18 refineries  
located in the United States, Canada and Aruba that produce
refined products, such as reformulated gasoline blendstock for
oxygenate blending, gasoline meeting the specifications of the
California Air Resources Board, CARB diesel fuel, low-sulfur and
ultra-low-sulfur diesel fuel, and oxygenates (liquid hydrocarbon
compounds containing oxygen).  It also produces conventional
gasolines, distillates, jet fuel, asphalt, petrochemicals and
other refined products. It markets branded and unbranded refined
products on a wholesale basis in the United States and Canada
through a bulk and rack marketing network.

                    *     *     *

In August 2005, Moody's placed the company's subordinate debt
rating at Ba1 and preferred stock rating at Ba2.  These ratings
still hold to date.  The outlook is positive.


VENTAS INC: Lisa M. Brush Joins as Senior Vice President
--------------------------------------------------------
Ventas Inc. reported that Lisa M. Brush, 40, has joined the
company as senior vice president -- Senior Housing Development and
Operations.  She reports to Raymond J. Lewis, executive vice
president and chief investment officer.

Ms. Brush, who is a CMA and CPA, most recently served as executive
vice president and chief operating officer of Sunrise Senior
Living REIT prior to its acquisition by Ventas in April 2007.  

Before that, she held the position of vice president of operations
- West Coast with Sunrise Senior Living Inc., where she was
responsible for the operations of 60 Sunrise communities in
California and Washington State.  

Ms. Brush joined Sunrise in 2004 after serving as the chief
executive officer for The Steeves and Rozema Group of Companies, a
private company involved in the development and operations of
assisted living, multi-residential, commercial and long-term care
properties in Ontario, Canada.

She received her Bachelor of Commerce Honours (Accounting) in 1992
and her M.B.A. in 1993, both from the University of Windsor.

"Lisa is uniquely qualified to oversee our senior living
operations because of her proven record of successfully operating
and growing businesses in the seniors housing industry," Ventas
chairman, president and chief executive officer Debra A. Cafaro
said.  "She brings important continuity to the position, having
been the Chief Operating Officer at Sunrise Senior Living REIT,
which we acquired earlier this year.  We are delighted that Lisa
has agreed to stay with Ventas and play a key role in our future
success and growth."

                   About Ventas Inc

Headquartered in Louisville, Kentucky, Ventas Inc. (NYSE:VTR) --
http://www.ventasreit.com/-- is a healthcare real estate    
investment trust that is the nation's largest owner of seniors
housing and long-term care assets.  Its portfolio of properties
located in 43 states two Canadian provinces includes independent
and assisted living facilities, skilled nursing facilities,
hospitals and medical office buildings.

                           *     *     *

Moody's Investor Services placed the company's senior unsecured
rating at Ba1, in September 2007, which still holds to date.  The
outlook is stable.

Standard & Poor's placed the company's long-term foreign and local
issuer credits at BB+ in December 2005.  The ratings still hold to
date.  the outlook is positive.


VISANT HOLDING: Moody's Changes Outlook to Stable from Developing
-----------------------------------------------------------------
Moody's Investors Service changed the outlook for Visant Holding
Corporation to stable from developing.  Moody's had assigned the
developing outlook in July following the company's announcement of
a review of strategic and capital market alternatives, which
created uncertainty regarding the company's future capital
structure and credit metrics.  The stable outlook reflects Moody's
view that a capital structure transforming event is less likely
over the short term.

Moody's also affirmed all ratings for Visant and its operating
subsidiary Visant Corporation.

Visant Holding Corp.:

   -- Outlook, Changed To Stable From Developing
   -- Affirmed B1 Corporate Family Rating
   -- Affirmed B1 Probability of Default Rating
   -- Senior Unsecured Bonds, Affirmed B3, LGD 5, 86%

Visant Corporation:

   -- Senior Subordinated Regular Bond/Debenture, Affirmed B1,
      LGD4, 51%

   -- Senior Secured Bank Credit Facility, Affirmed Ba1, LGD2,
      12%

Visant's credit metrics and business profile position it strongly
within its B1 corporate family rating.  However, Moody's remains
cognizant of the likelihood of some return of capital over the
intermediate term.  Although current debt agreements limit the
potential for a meaningful equity return at this time, all
outstanding bonds can be redeemed at the end of 2008.

The B1 corporate family rating also considers high leverage and
concerns over increasing competition in the direct marketing
space.  Visant's strong EBITDA margins, good liquidity, and market
leading position and high customer retention rate in the
relatively more stable Jostens segment support the rating.

Visant, a leading marketing and publishing services enterprise,
services school affinity, direct marketing, fragrance and
cosmetics sampling and educational publishing markets.  The
company maintains headquarters in Armonk, New York and its annual
revenue is about $1.3 billion.


WASHINGTON MUTUAL: Fitch Junks Rating on Class B-5 Certificates
---------------------------------------------------------------
Fitch Ratings took these rating actions on Washington Mutual's
Alt-A series 2006-2 residential mortgage pass-through
certificates:

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA';
   -- Class B-2 affirmed at 'A';
   -- Class B-3 affirmed at 'BBB';
   -- Class B-4 downgraded to 'B+' from 'BB';
   -- Class B-5 downgraded to 'CCC' from 'B' and assigned a
      Distressed Recovery rating of 'DR2'.

The affirmations, affecting about $386 million of the outstanding
certificates, reflect a stable relationship between credit
enhancement and expected loss.  The downgraded classes affect
about $5.6 million of the outstanding certificates.

The collateral of the above transaction primarily consists of 15-
year and 30-year fixed-rate mortgage loans extended to Alt-A
borrowers and secured by first liens on single-family residential
properties.  The loans were originated by various originators and
are serviced by Washington Mutual Bank, which is currently rated
'RPS2+' by Fitch.

As of the September 2007 remittance date, the above transaction
has a pool factor (i.e. current mortgage loans outstanding as a
percentage of the initial pool) of 80% and is seasoned 19 months.  
Fitch will continue to closely monitor the above transaction.  The
transaction is currently experiencing 60+ delinquencies of about
3.2% while the credit enhancement of the classes B4 and B5 are
1.05% and 0.43%, respectively.


WELLCARE HEALTH: Shares Hit 3-Year Low on Halted Expansion Plans
----------------------------------------------------------------
Shares of WellCare Health Plans Inc. reached a three-year low
after the Agency for Health Care Administration said it will
halt WellCare's plans to expand Medicaid coverage into six
counties, Marley Seaman of the Associated Press reports.

Last week, agents from the Federal Bureau of Investigation, the
Health and Human Services Department and the Florida attorney
general's Medicaid fraud unit conducted a raid on WellCare's
headquarters in Tampa, Florida.

News of the search, George Stahl of The Wall Street Journal says,
reduced WellCare's market value by more than half.

The reason behind the raid remains undisclosed to date.
WellCare is also silent about what prompted the probe, however, it
confirmed the search operations and said it is "cooperating with
the authorities."  

"The underlying reason is unknown, and may not be known for days
if not weeks or months," Thomas Carroll, an analyst at Stifel,
Nicolaus & Co., was quoted by Bloomberg News as saying.

However, Wall Street analysts, as cited by AP, have suggested
that the probe stems from a current or former employee who
believes WellCare committed fraud against the government.

Russ Britt of MarketWatch, also citing analysts and other company
watchers, relates that WellCare appears likely to be hit under the
False Claims Act, which makes it a crime to defraud the government
in the submission of its federally funded health-care claims.  
Investigation of such cases remain under seal, the source adds.

Following the raid, WellCare issued a press statement saying the
probe has "no impact" on its operations and assured investors
that the company is "financially sound."

WellCare's Board has formed a special committee who will monitor
developments in the investigations.

The company also disclosed that it received requests for
information from the U.S. Securities and Exchange Commission with
regards to the October 24 raid.

                       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.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 29, 2007,
Standard & Poor's Ratings Services placed its 'BB-' counterparty
credit rating on WellCare Health Plans Inc. on CreditWatch with
negative implications.

In addition, Moody's Investors Service placed the company's
"Ba1" senior secured debt rating on review for possible downgrade.

Both rating actions relate to the recent probe on the company's
headquarters.


WELLS FARGO: Fitch Assigns Low-B Ratings on Two Cert. Classes
-------------------------------------------------------------
Fitch rated Wells Fargo mortgage asset-backed pass-through
certificates, series 2007-PA5, as:

   -- $692,725,869 classes I-A-1 through I-A-16, I-A-R, II-A-1,
      II-A-2 and A-PO (senior certificates) 'AAA';

   -- $6,182,000 class B-2 'A';
   -- $2,909,000 class B-3 'BBB';
   -- $5,091,000 class B-4 'BB'; and
   -- $1,818,000 class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 4.75%
subordination provided by the 2.15% class B-1, the 0.85% class B-
2, the 0.40% class B-3, the 0.70% privately offered class B-4, the
0.25% privately offered class B-5, and the 0.40% privately offered
class B-6.  The ratings on the class B-2, B-3, B-4, and B-5
certificates are based on their respective subordination.  Classes
B-1 and B-6 are not rated by Fitch.

This transaction contains certain classes designated as
Exchangeable REMIC certificates and Exchangeable Certificates.

Exchangeable REMIC Certificate: I-A-1.

Exchangeable Certificates: I-A-3 through I-A-16.

All other classes are regular certificates.

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

The classes of offered exchangeable REMIC certificates and of
exchangeable certificates that are outstanding at any given time,
and the outstanding principal balances and notional amounts of
these classes, will depend upon any related distributions of
principal, as well as any exchanges that occur.  Offered
exchangeable REMIC certificates and exchangeable certificates in
any combination may be exchanged only in the proportions shown in
the governing documents.  Holders of exchangeable certificates
will be the beneficial owners of a proportionate interest in the
certificates in the related combination group and will receive a
proportionate share of the distributions on those certificates.

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

Fitch believes the amount of credit enhancement 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 primary servicing
capabilities of Wells Fargo Bank, N.A. ([WFB]; rated 'RPS1' by
Fitch).

The transaction consists of 1,368 fully amortizing, fixed interest
rate, first lien mortgage loans, with an original weighted average
term to maturity of about 351 months.  The aggregate unpaid
principal balance of the pool is $727,271,672 as of Oct. 1, 2007
(the cut-off date), and the average principal balance is $531,631.  

The weighted average original loan-to-value ratio of the loan pool
is about 71.77%; 8.48% of the loans have an OLTV greater than 80%.  
The weighted average coupon of the mortgage loans is 6.714%, and
the weighted average FICO score is 732.  The states that represent
the largest geographic concentration are California (28.76%), New
York (13.65%), New Jersey (6.99%), and Florida (6.78%).  All other
states represent less than 5% of the outstanding balance of the
pool.

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,
who deposited the loans into the trust. The trust issued the
certificates in exchange for the mortgage loans.  WFB will act as
servicer and custodian, and HSBC Bank USA, National Association
will act as trustee.  Elections will be made to treat the trust as
three separate real estate mortgage investment conduit for federal
income tax purposes.


WELLS FARGO: Fitch Assigns Low-B Ratings on Two Cert. Classes
-------------------------------------------------------------
Fitch rated Wells Fargo mortgage pass-through certificates, series
2007-15 as:

   -- $1,299,378,479 classes A-1 through A-7, A-PO, and A-R
      'AAA' (senior certificates);

   -- $27,000,000 class B-1 'AA';

   -- $8,775,000 class B-2 'A';

   -- $4,050,000 class B-3 'BBB';

   -- $5,400,000 class B-4 'BB'; and

   -- $2,025,000 class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 3.75%
subordination provided by the 2% class B-1, the 0.65% class B-2,
the 0.30% class B-3, the 0.40% privately offered class B-4, the
0.15% privately offered class B-5, and the 0.25% privately offered
class B-6.  The ratings on the class B-1, B-2, B-3, B-4, and B-5
certificates are based on their respective subordination.  Class
B-6 is not rated by Fitch.

This transaction contains certain classes designated as
Exchangeable REMIC certificates and Exchangeable Certificates.

Exchangeable REMIC Certificates: A-1.

Exchangeable Certificates: A-3 through A-7.

All other classes are regular certificates.

All or a portion of certain classes of offered exchangeable REMIC
certificates may be exchanged for a proportionate interest in the
related exchangeable certificates.  All or a portion of the
exchangeable certificates may also be exchanged for the related
offered exchangeable REMIC certificates in the same manner. This
process may occur repeatedly.  The classes of offered exchangeable
REMIC certificates and of exchangeable certificates that are
outstanding at any given time, and the outstanding principal
balances and notional amounts of these classes, will depend upon
any related distributions of principal, as well as any exchanges
that occur.  Offered exchangeable REMIC certificates and
exchangeable certificates in any combination may be exchanged only
in the proportions shown in the governing documents.  Holders of
exchangeable certificates will be the beneficial owners of a
proportionate interest in the certificates in the related
combination group and will receive a proportionate share of the
distributions on those certificates.

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

Fitch believes the amount of credit enhancement 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 primary servicing
capabilities of Wells Fargo Bank N.A. rated 'RPS1' by Fitch.

The transaction consists of 2,230 fixed interest rate, first lien
mortgage loans, with an original weighted average term to maturity
of about 30 years.  The aggregate unpaid principal balance of the
pool is $1,350,003,645 as of Oct. 1, 2007 (the cut-off date), and
the average principal balance is $605,383. The weighted average
original loan-to-value ratio of the loan pool is about 74.73%;
5.75% of the loans have an OLTV greater than 80%.  The weighted
average coupon of the mortgage loans is 6.588%, and the weighted
average FICO score is 747.  The states that represent the largest
geographic concentration are California (21.78%), New York
(11.73%), Virginia (8.79%) and Maryland (5.46%).  All other states
represent less than 5% of the outstanding balance of the pool.

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,
who deposited the loans into the trust. The trust issued the
certificates in exchange for the mortgage loans.  WFB will act as
servicer and custodian, and HSBC Bank USA, National Association
will act as trustee.  Elections will be made to treat the trust as
two real estate mortgage investment conduits for federal income
tax purposes.


WESTWAYS FUNDING: Fitch Downgrades Ratings on Two Note Classes
--------------------------------------------------------------
Fitch downgraded and withdrew two classes of notes issued by
Westways Funding VII Ltd, along with the remainder of the
transaction as other classes have paid in full.  These rating
actions are the result of Fitch's review process and are effective
immediately.

   -- $140,000,000 class A-1 'PIF';

   -- $5,000,000 class A-2 'PIF';

   -- $10,000,000 class B 'PIF';

   -- $7,000,000 class C 'PIF';

   -- $3,000,000 class LC loan interests 'PIF';

   -- $10,000,000 class LD loan interests downgraded to C/DR2
      from 'CC/DR5' and withdrawn;

   -- $25,000,000 income notes downgraded to 'C/DR6' from
      'CC/DR6' and withdrawn.

The ratings at issuance of the class A, B, C and D notes and LB,
LC and LD loan interests reflected the likelihood that investors
would receive quarterly interest payments through the redemption
date as well as their respective stated principal balances.  The
rating of the income notes reflected the likelihood that investors
would receive aggregate payments in an amount equal to the
principal amount on or prior to the redemption date.

Westways VII was a mortgage market value collateralized debt
obligation managed by TCW Asset Management Co.  This transaction
had failed over-collateralization tests and its portfolio was
liquidated.  The asset portfolio had floating rate 'AAA' mortgage-
backed securities and agency collateral with over half of the
portfolio having been in agency securities.  The liquidation
proceeds were sufficient to pay classes A, B, LB, C, LC in full
and class LD partially.  The recovery on class LD loan interests
is expected to be in the 'DR2 range (70%-90%).  The income notes
recovery (includes all distributions to income notes) was in the
'DR6' range (< 10%).


WESTWAYS FUNDING: Fitch Lowers Ratings on Three Note Classes
------------------------------------------------------------
Fitch downgraded and withdrew three classes of notes issued by
Westways Funding VIII Ltd, along with the remainder of the
transaction as other classes have paid in full.  These rating
actions are the result of Fitch's review process and are effective
immediately.

   -- $301,250,000 class A-1 'PIF';
   -- $25,000,000 class A-2 'PIF';
   -- $22,500,000 class B 'PIF';
   -- $17,500,000 class C 'PIF';
   -- $5,000,000 class LC loan interests 'PIF';

   -- $10,500,000 class D downgraded to 'C/DR5' from 'CC/DR5'
      and withdrawn;

   -- $12,000,000 class LD downgraded to 'C/DR5' from 'CC/DR5'
      and withdrawn;

   -- $56,250,000 income notes downgraded to 'C/DR6' from
      'CC/DR6' and withdrawn.

The ratings at issuance of the class A, B, C and D notes and LB,
LC and LD loan interests reflected the likelihood that investors
would receive quarterly interest payments through the redemption
date as well as their respective stated principal balances.  The
rating of the income notes reflected the likelihood that investors
would receive aggregate payments in an amount equal to the
principal amount on or prior to the redemption date.

Westways VIII was a mortgage market value collateralized debt
obligation managed by TCW Asset Management Co.  This transaction
had failed over-collateralization tests and its portfolio was
liquidated.  The asset portfolio had floating rate 'AAA' mortgage-
backed securities and agency collateral with over half of the
portfolio having been in agency securities.  The liquidation
proceeds were sufficient to pay class A, B, LB, C, LC in full and
class D and LD partially.  The recovery on class D notes and LD
loan interests is expected to be in the 'DR5' range (10%-30%).  
The income notes recovery (includes all distributions to income
notes) was in the 'DR6' range (< 10%).


WILD WEST: Court Ups Post-Petition Loan Limit to $200,000
---------------------------------------------------------
The United States Bankruptcy Court for the District of Kansas
allowed Wild West World LLC to access up to $200,000 of the DIP
financing provided by First National Bank of Southern Kansas.

The Court had previously given the Debtor authority to access up
to $100,000 of the post-petition financing to cover necessary
administrative expenses in the case, including property insurance
required to provide adequate protection to secured lenders, under
the provisions of Sec. 364(d) of the Bankruptcy Code.

First National, who filed the motion on behalf of Wild West World
LLC, asked for the increase in the loan amount citing that it was
necessary in order to continue administration of the Debtor's
estate.

All other terms of the financing order dated Aug. 27, 2007, remain
unchanged.
        
Headquartered in Valley Center, Kansas, Wild West World LLC
operates an amusement park business.  The company filed for
Chapter 11 protection on July 9, 2007 (Bankr. D. Kans. Case No.
07-11620).  Edward J. Nazar, Esq., at Redmond & Nazar, LLP
represents the Debtor in its restructuring efforts.  In its
schedules filed with the Court, the Debtor disclosed total assets
of $22,979,898 and total debts of $25,601,177.

Restoration Farms Inc., Wild West's parent company, filed for
chapter 11 protection on Aug. 9, 2007 (Bankr. D. Kans. Case No.
07-11913).


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Nov. 1, 2007
  ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
     Claims Trading - Issues and Implications
        New York, New York
           Contact: http://www.airacira.org/

Nov. 1, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Breakfast Event
        Carnelian Room, San Francisco, California
           Contact: 510-346-6000 ext 226 or
                    http://www.turnaround.org/

Nov. 1, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Networking Breakfast
        TBD, Hackensack, New Jersey
           Contact: 908-575-7333; http://www.turnaround.org/

Nov. 5, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     2007 Newsmaker Dinner with Jean Chretien
        Fairmont Royal York Hotel, Toronto, Ontario
           Contact: http://www.turnaround.org/

Nov. 7, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Lenders Forum
        Milleridge Cottage, Jericho, New York
           Contact: http://www.turnaround.org/

Nov. 12, 2007
  AMERICAN BANKRUPTCY INSTITUTE
     Consumer Bankruptcy Conference
        Marriott, Troy, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 13-14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     6th Annual Distressed Debt Symposium
        Jumeirah Carlton Tower, London, United Kingdom
           Contact: http://www.turnaround.org/

Nov. 14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday Mixer
        McCormick & Schmick's, Las Vegas, Nevada
           Contact: 702-952-2480 or http://www.turnaround.org/

Nov. 14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Aloha Airlines Story
        Bankers Club, Miami, Florida
           Contact: http://www.turnaround.org/

Nov. 14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Australia 4th Annual Conference and Gala Dinner
         Hilton, Sydney, Australia
           Contact: http://www.turnaround.org/

Nov. 14, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Dinner
        TBA, South Florida
           Contact: 561-882-1331 or http://www.turnaround.org/

Nov. 15, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Portland Holiday Party
        University Club, Portland, Oregon
           Contact: 206-223-5495; http://www.turnaround.org/

Nov. 16, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Meeting with Chapter President, Bruce Sim
        Westin Buckhead, Atlanta, Georgia
           Contact: http://www.turnaround.org/

Nov. 22, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Networking Mixer
        TBA, Vancouver, British Columbia
           Contact: 206-223-5495; http://www.turnaround.org/

Nov. 27, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon - Real Estate Panel
        Citrus Club, Orlando, Florida
           Contact: http://www.turnaround.org/

November 26-27, 2006
  BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT
     Fourteenth Annual Conference on Distressed Investing
        Maximizing Profits in the Distressed Debt Market
           The Jumeirah Essex House, New York, NY
              Contact: 800-726-2524; 903-595-3800;
                 http://beardconferences.com

Nov. 29, 2007
  INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
     Holiday Gala
        Yale Club, New York, New York
           Contact: http://www.iwirc.org/

Nov. 29, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Special Speaker
        TBD, New Jersey
           Contact: 908-575-7333; http://www.turnaround.org/

Nov. 29, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Special Speaker
        Hilton, Sydney, Australia
           Contact: http://www.turnaround.org/

Nov. 29, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Arizona Chapter Meeting
        Contact: http://www.turnaround.org/

Dec. 5, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Joint Holiday Networking Event with TMA/CFA
        TBA, Philadelphia, Pennsylvania
           Contact: 215-657-5551 or http://www.turnaround.org/

Dec. 6, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Seattle Holiday Party
        Athletic Club, Seattle, Washington
           Contact: 206-223-5495; http://www.turnaround.org/

Dec. 6-8, 2007
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        Westin Mission Hills Resort, Rancho Mirage, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 10, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday Party
        Guy Anthony's Restaurant, Merrick, New York
           Contact: 631-251-6296 or http://www.turnaround.org/

Dec. 13, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday Extravaganza - TMA & CFA
        Georgia Aquarium, Atlanta, Georgia
           Contact: 678-795-8103 or http://www.turnaround.org/

Dec. 13, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     Holiday Extravaganza - TMA & CFA
        Georgia Aquarium, Atlanta, Georgia
           Contact: 678-795-8103 or http://www.turnaround.org/

Dec. 19, 2007
  TURNAROUND MANAGEMENT ASSOCIATION
     South Florida Dinner
        TBA, South Florida
           Contact: 561-882-1331; http://www.turnaround.org/

Jan. 10, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Luncheon
        University Club, Jacksonville, Florida

Jan. 11, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Annual Lenders Panel
        Westin Buckhead, Atlanta, Georgia
           Contact: http://www.turnaround.org/

Feb. 7, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     PowerPlay
        Philips Arena, Atlanta, Georgia
           Contact: 678-795-8103 or http://www.turnaround.org/

Feb. 7, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Breakfast Event
        Carnelian Room, San Francisco, California
           Contact: 510-346-6000 ext 226 or
                    http://www.turnaround.org/

Feb. 14-16, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     13th Annual Rocky Mountain Bankruptcy Conference
        Westin Tabor Center, Denver, Colorado
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 23-26, 2008
  NORTON INSTITUTES ON BANKRUPTCY LAW
     Bankruptcy Litigation Seminar I
        Park City, Utah
           Contact: http://www.nortoninstitutes.org/

Feb. 26, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     Retail Panel
        Citrus Club, Orlando, Florida
           Contact: http://www.turnaround.org/

Mar. 6-8, 2008
  ALI-ABA
     Fundamentals of Bankruptcy Law
        Mandalay Bay Resort, Las Vegas, Nevada
           Contact: http://www.ali-aba.org/

Mar. 25-29, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Ritz Carlton Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Mar. 27-30, 2008
  NORTON INSTITUTES ON BANKRUPTCY LAW
     Bankruptcy Litigation Seminar II
        Las Vegas, Nevada
           Contact: http://www.nortoninstitutes.org/

Apr. 3-6, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     26th Annual Spring Meeting
        The Renaissance, Washington, District of Columbia
           Contact: http://www.abiworld.org/

Apr. 25-27, 2008
  NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
     NABT Spring Seminar
        Eldorado Hotel & Spa, Santa Fe, New Mexico
           Contact: http://www.nabt.com/

May 1-2, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     Debt Symposium
        Hilton Garden Inn, Champagne/Urbana, Illinois
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 4-7, 2008
  ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
     24th Annual Bankruptcy & Restructuring Conference
        J.W. Marriott Spa and Resort, Las Vegas, Nevada
           Contact: http://www.airacira.org/

June 12-14, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     15th Annual Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: http://www.abiworld.org/

June 19-21, 2008
  ALI-ABA
     Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
        Drafting, Securities, and Bankruptcy
           Omni Hotel, San Francisco, California
              Contact: http://www.ali-aba.org/

June 26-29, 2008
  NORTON INSTITUTES ON BANKRUPTCY LAW
     Western Mountains Bankruptcy Law Seminar
        Jackson Hole, Wyoming
           Contact: http://www.nortoninstitutes.org/

July 10-13, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     16th Annual Northeast Bankruptcy Conference
        Ocean Edge Resort
           Brewster, Massachussets
              Contact: http://www.abiworld.org/events

July 31 - Aug. 2, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     4th Annual Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay
           Cambridge, Maryland
              Contact: http://www.abiworld.org/

Aug. 16-19, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     13th Annual Southeast Bankruptcy Workshop
        Ritz-Carlton, Amelia Island, Florida
           Contact: http://www.abiworld.org/

Aug. 20-24, 2008
  NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
     NABT Convention
        Captain Cook, Anchorage, Alaska
           Contact: http://www.nabt.com/

Sept. 24-27, 2008
  NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
     National Conference of Bankruptcy Judges
        Scottsdale, Arizona
           Contact: http://www.ncbj.org/

Oct. 28-31, 2008
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott New Orleans, Louisiana
           Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2008
  AMERICAN BANKRUPTCY INSTITUTE
     20th Annual Winter Leadership Conference
        Westin La Paloma Resort & Spa
           Tucson, Arizona
              Contact: http://www.abiworld.org/

May 7-10, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center
           National Harbor, Maryland
              Contact: http://www.abiworld.org/

June 21-24, 2009
  INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
     BANKRUPTCY PROFESSIONALS
        8th International World Congress
           TBA
              Contact: http://www.insol.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 5-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
  2006 BACPA Library
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com;
              http://researcharchives.com/t/s?20fa

BEARD AUDIO CONFERENCES
  BAPCPA One Year On: Lessons Learned and Outlook
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Calpine's Chapter 11 Filing
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Carve-Out Agreements for Unsecured Creditors
     Contact: 240-629-3300;http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Changes to Cross-Border Insolvencies
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Changing Roles & Responsibilities of Creditors' Committees
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  China's New Enterprise Bankruptcy Law
     Contact: 240-629-3300;
        http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Clash of the Titans -- Bankruptcy vs. IP Rights
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Coming Changes in Small Business Bankruptcy
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Dana's Chapter 11 Filing
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Deepening Insolvency - Widening Controversy: Current Risks,
     Latest Decisions
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Diagnosing Problems in Troubled Companies
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Distressed Claims Trading
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Distressed Market Opportunities
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Distressed Real Estate under BAPCPA
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Employee Benefits and Executive Compensation under the New
     Code
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Equitable Subordination and Recharacterization
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Fundamentals of Corporate Bankruptcy and Restructuring
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Handling Complex Chapter 11
     Restructuring Issues
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Healthcare Bankruptcy Reforms
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  High-Yield Opportunities in Distressed Investing
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Homestead Exemptions under BAPCPA
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Hospitals in Crisis: The Insolvency Crisis Plaguing
     Hospitals Across the U.S.
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  IP Rights In Bankruptcy
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  KERPs and Bonuses under BAPCPA
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Non-Traditional Lenders and the Impact of Loan-to-Own
     Strategies on the Restructuring Process
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Partnerships in Bankruptcy: Unwinding The Deal
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Privacy Rights, Protections & Pitfalls in Bankruptcy
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Real Estate Bankruptcy
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Reverse Mergers-the New IPO?
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Second Lien Financings and Intercreditor Agreements
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Surviving the Digital Deluge: Best Practices in E-Discovery
     and Records Management for Bankruptcy Practitioners
        and Litigators
           Audio Conference Recording
              Contact: 240-629-3300;
                 http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Technology as a Competitive Advantage For Today's Legal
Processes
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  The Subprime Sector Meltdown:
     Legal Developments and Latest Opportunities
        Contact: 240-629-
3300;http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Twenty-Day Claims
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Using Virtual Data Rooms to Expedite M&A and Insolvency
Proceedings
        Contact: 240-629-
3300;http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  Validating Distressed Security Portfolios: Year-End Price
     Validation and Risk Assessment
        Audio Conference Recording
           Contact: 240-629-3300;
              http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
  When Tenants File -- A Landlord's BAPCPA Survival Guide
     Audio Conference Recording
        Contact: 240-629-3300;
           http://www.beardaudioconferences.com/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, Joseph Medel C. Martirez, Sheena R. Jusay,
and Peter A. Chapman, Editors.

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***