TCR_Public/071101.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, November 1, 2007, Vol. 11, No. 259

                             Headlines



2448 18TH: Case Summary & Largest Unsecured Creditor
360 GLOBAL: Disclosure Statement Gets Conditional Court Okay
360 GLOBAL: Court Sets December 6 Plan Confirmation Hearing
ACXIOM CORP: Board Approves $75 Mil. Stock Repurchase Program
ACXIOM CORP: Annual Stockholders Meeting Scheduled on December 21

ACXIOM CORP: Earns $10.5 Million in Quarter Ending September 30
AES CORP: Prices Cash Tender Offer for Senior Notes
AXON FINANCIAL: Decreased Asset Value Cues S&P to Lower Ratings
BAY FURNITURE: Headquarters Sold by Atlas Partners
BEAZER HOMES: Pending Reinstatements Cues S&P to Retain Watch

BOMBAY CO: Committee Taps Lang Michener as Canadian Counsel
CABLEVISION SYSTEMS: Moody's Confirms B1 Corporate Family Rating
CAPITALSOURCE REAL: Fitch Affirms 'BB' Rating on $47.45MM Notes
CAREY INTERNATIONAL: Refinancing Cues Moody's to Withdraw Ratings
CARINA CDO: Moody's Junks Ratings on Four Note Classes

CENTURY ALUMINUM: Earns $7.5 Million in 3rd Quarter Ended Sept. 30
CHALLENGER POWERBOATS: Completes Reverse Stock Split
CHAMPION ENTERPRISES: S&P Rates Proposed $160MM Sr. Notes at B-
CHICAGO H&S: Case Summary & 20 Largest Unsecured Creditors
CHIQUITA BRANDS: Outlines Restructuring Plan to Improve Earnings

CMB CAPITAL: Voluntary Chapter 11 Case Summary
COLUMBIA AIRCRAFT: Gets Court Nod to Auction Assets on November 27
COMMSCOPE INC: Earns $60.3 Million in 3rd Quarter Ended Sept. 30
CORPUS CHRISTI: Case Summary & Five Largest Unsecured Creditors
COUNTRYWIDE: Fitch Takes Rating Actions on Various Classes

CRDENTIA CORP: Inks Pact to Acquire Medical People for $1.25 Mil.
CROWN CASTLE: Posts $67 Million Net Loss in Quarter Ended Sept. 30
CSC HOLDINGS: Moody's Holds Rating on Sr. Credit Facility at Ba2
CWMBS INC: Fitch Assigns Low-B Ratings on Four Cert. Classes
DEVELOPERS DIVERSIFIED: Earns $32.7 Million in Qtr. Ended Sept. 30

DOJ LLC: Moody's Says Ratings Remain on Review
DONNA JONES: Case Summary & 20 Largest Unsecured Creditors
ENERGY PARTNERS: Extends Exchange Offer for $450MM Senior Notes
FMC REAL: Fitch Affirms 'B' Rating on $12.084MM Class H Notes
FOXTONS NORTH AMERICA: Sells Real Estate Listings for $310,000

GE CAPITAL: S&P Lifts Rating on Class L Notes to BB+ from BB
GECC COMMERCIAL: Fitch Holds Ratings on 21 Certificate Classes
GLOBAL POWER: Court Approves Disclosure Statement
GLOBAL POWER: Plan Confirmation Hearing Scheduled on December 20
GREENWICH CAPITAL: Fitch Assigns Low-B Ratings on Six Classes

GRYPHON PRODUCTION: Voluntary Chapter 11 Case Summary
GSAA HOME: Fitch Rates $1.016MM Class B-5 Certificates at B
GS MORTGAGE: Stable Performance Cues Fitch to Affirm Ratings
HANGER ORTHOPEDIC: Earns $5.4 Million in Quarter Ended Sept. 30
HCR HEALTHCARE: S&P Lowers Corporate Credit Rating to B from B+

HILTON HOTELS: Closes Merger Pact with Blackstone Affiliate
HSI ASSET: Fitch Rates $700,000 Class B-5 Certificates at B
HYDRO SPA: Gets Interim Okay to Use Principals' Cash Collateral
HYDRO SPA: Files Chapter 11 Plan of Reorganization in Florida
JACKSON 2006-II: Moody's Slashes Rating on $5 Million Notes

JACKSON 2006-IIA: Moody's Lowers Rating on $50 Million Notes
JACKSON 2006-III: Moody's Junks Rating on $12 Million Notes
JACKSON 2006-IV: Moody's Junks Rating on $33 Million Notes
JACKSON 2006-V: Moody's Junks Rating on EUR26.7 Million Notes
JAYS FOODS: Public Sale of Assets Scheduled on November 30

KAN-TEX STEAKHOUSE: Case Summary & 26 Largest Unsecured Creditors
KITTY HAWK: Court Approves Andrews Kurth as Bankruptcy Counsel
KITTY HAWK: Has Until November 14 to File Schedules and Statement
LAFAYETTE NEIGHBORHOOD: Wants David Rosenthal as Counsel
MAGNOLIA FINANCE: Moody's Cuts Rating on Series 2006-8DU Notes

MAGNOLIA FINANCE: Moody's Lowers Rating on Series 2006-8DG Notes
MAGNOLIA FINANCE: Moody's Junks Rating on Series 2006-8F Notes
MAGNOLIA FINANCE: Moody's Junks Rating on Series 2006-8E Notes
MICHELE PINO: Voluntary Chapter 11 Case Summary
MORGAN STANLEY: Fitch Holds 'BB+' Rating on $2 Mil. Certificates

MOVIE GALLERY: Wants to Establish De Minimis Asset Sale Procedures
MOVIE GALLERY: Wants to Reject 70 Unexpired Store Leases
NATURADE INC: Wants Modified Reorganization Plan Approved
NEUMANN HOMES: Bankruptcy Filing Still Up in the Air
NOVAMERICAN STEEL: Moody's Puts Corporate Family Rating at B2

NYU HOSPITALS: Moody's Rates Upcoming $95 Mil. Bond Issue at Ba2
OASYS MOBILE: Clear Thinking Named Bankruptcy Plan Trustee
OCTANS I: Moody's Downgrades Ratings on Seven Note Classes
OLIN CORP: Inks New $220 Mil. Sr. Revolving Credit Facility
PAMPELONNE CDO: Moody's Cuts Rating on $5 Mil. Class E Notes to B1

PHARMED GROUP: Taps Trumbull Group as Claims and Noticing Agent
PXRE CAPITAL: Moody's Lifts and Then Will Withdraw B1 Rating
QWEST COMMS: Earns $2.06 Billion in 3rd Quarter Ended Sept. 30
RAINBOW NATIONAL: Moody's Confirms B1 Corporate Family Rating
RAMPART CLO: S&P Assigns 'BB' Prelim. Rating on Class E Notes

REABLE THERAPEUTICS: Moody's Rates Proposed $100 Mil. Loan at Ba3
ROWE COS: Judge Mitchell Confirms Amended Chapter 11 Plan
ROWE COS: Judge Mitchell Denies U.S. Trustee's Conversion Plea
RUNNING HORSE: La Jolla Buys 30 Land Parcels for $10 Million
SAKS INC: Baugur Says it Has Right to Acquire 8.5% of Common Stock

SAKS INC: Baugur Disclosure Cues S&P to Revise CreditWatch
SCO GROUP: Selects Dorsey & Whitney as Special Corporate Counsel
SCO GROUP: Taps Boies Schiller as Special Litigation Counsel
SCORPIUS CDO: Moody's Downgrades Ratings on Six Note Classes
SEQUOIA MORTGAGE: S&P Lifts Ratings on 50 Certificate Classes

SOLUTIA INC: Receives $2 Billion Exit Loan Commitment
SOLUTIA INC: Court Urges Resolution of Bank of New York Dispute
SPRINGDALE CDO: Moody's Junks Ratings on Class D and E Notes
SYMMETRY HOLDINGS: High Debt Leverage Cues S&P's 'B' Rating
TANGER FACTORY: Earns $7.0 Million in 3rd Quarter Ended Sept. 30

TECO ENERGY: Fitch Places 'BB+' Ratings Under Positive Watch
TENSAR CORP: S&P Affirms 'B' Corporate Credit Rating
THORNBURG MORTGAGE: Fitch Puts 'B' Rating on $1.430MM Certs.
TRENTON CONVALESCENT: Case Summary & 21 Largest Unsec. Creditors
TWEETER HOME: Can Assume & Assign Merchant Service Agreement

UNITED SITE: S&P Holds All Ratings and Revises Outlook to Neg.
UNITED STATES STEEL: Earns $269 Million in Quarter Ended Sept. 30
VANGUARD HOLDING: Moody's Revises Outlook to Negative from Stable
WASHINGTON MUTUAL: Fitch Takes Rating Actions Various Certificates
WESTERN OIL: Moody's Lifts Rating on $450 Million Senior Notes

WINDSOR PETROLEUM: S&P Holds 'BB+' Rating on $239.1MM Notes
WOODHOUSE NL: Case Summary & 20 Largest Unsecured Creditors
WYNN RESORTS: Earns $44.7 Million in 3rd Quarter Ended Sept. 30

* DOJ Awards Kroll Contract to Audit Individual Bankruptcy Filings
* Thomas D. Hays, III Receives Bisbee Award from Red Cross

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



                             *********

2448 18TH: Case Summary & Largest Unsecured Creditor
----------------------------------------------------
Debtor: 2448 18th Street, L.L.C.
        668 Independence Avenue Southeast
        Washington, DC 20003

Bankruptcy Case No.: 07-00568

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

Chapter 11 Petition Date: October 30, 2007

Court: District of Columbia

Debtor's Counsel: Steven M. Assaraf, Esq.
                  30 Courthouse Square
                  Rockville, MD 20850
                  Tel: (301) 838-0098

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Leakemariam Ogbamichael        2448 18th Street,         $300,000
5201 Burke Drive               L.L.C.- commerical
Alexandria, VA 22309           building; value of
                               security: $1,600,000;
                               value of senior lien:
                               $1,351,294


360 GLOBAL: Disclosure Statement Gets Conditional Court Okay
------------------------------------------------------------
The Hon. Gregg Zive of the U.S. Bankruptcy Court for the District
of Nevada granted conditional approval to the Disclosure Statement
describing 360 Global Wine Company Inc. and 360 Viansa LLC's
Chapter 11 Plan of Reorganization.

Judge Zive concluded that the Disclosure Statement contains
"adequate information" within the meaning of Sec. 1125 of the
Bankruptcy Code.

To be counted for purposes of confirmation of the Plan, completed
ballots accepting or rejecting the Plan must be received by
the Debtors' counsel not later than 5:00 p.m. PST on Nov. 28,
2007.

As reported in the Troubled Company Reporter on Oct. 12, 2007,
the Debtors' Plan proposes to sell 100% of the equity in the
reorganized Debtors to the highest bidder free and clear of all
liens to fund and implement the Plan.

The Debtors told the Court that if Laurus Master Fund Ltd.,
a secured creditor of the Debtors, is the successful bidder,
Croesus Corporation's secured claim will remain in place with
the reorganized Debtor.

Additionally, the Debtors said the successful bidder can elect
to assume or reject the agreement with General Electric Capital
Corporation.  If the successful bidder elects to assume the
agreement, it will set aside sufficient funds to pay the cure
and fair market value of the equipment subject to the leases.

                       Treatment of Claims

Under the Plan, Administrative Claims will be paid in full on the
effective date.

At the option of the reorganized Debtors, holders of Priority Tax
Claims, totaling approximately $635,000, will be paid, either:

   a. cash on the effective date; or

   b. deferred cash payments, in equal quarterly installments with
      interest at the federal interest rate, estimated at 6% per
      annum.

Any Class 2 Claims of statutory lien holders filed prior to the
July 16, 2007 non-governmental creditors bar date and Oct. 15,
2007 governmental units bar date will be paid in full on the
effective date.

New Vine Logistics' secured claim will receive payment of $416,500
in cash, in full and complete satisfaction of its claim on the
effective date.

Croesus and Laurus' secured claim will be paid in full from the
proceeds of the sale on the effective date.

Gryphon Master Fund LP's secured claim will also be paid in full
from the balance of the sale proceeds.

Dell Financial Services LP, General Motors Acceptance Corporation,
Key Equipment Finance, and US Bancorp's secured claims will be
paid according to the terms stated in their respective prepetition
agreements with the Debtors, or the release of their collateral in
full, at the option of the successful bidder.

Each holder of Administrative Convenience and General Unsecured
Claims will receive pro rata distribution of a lump sum of
$150,000 on the effective date.

Holders of Equity Interests will not receive any distribution
under the Plan.

Headquartered in Los Angeles, California, 360 Global Wine
Company and 360 Viansi LLC -- http://www.360wines.com/-- are       
small, diversified marketers of wine and alcoholic beverages.  
The company filed for Chapter 11 protection on March 7, 2007
(Bankr. Nev. Case No. 07-50205).  Brett A. Axelrod, Esq., at
Beckley Singleton, Chartered and Bridget Robb Peck, Esq., at
Lewis and Roca LLP represent the Debtors in their restructuring
efforts.  David A. Honig, Esq., and Todd J. Dressel, Esq., at
Winston & Strawn LLP, represent the Official Committee of
Unsecured Creditors.  Zachary J. Wadle, Esq., at McDonald
Carano Wilson LLP serves as counsel to the Ad Hoc Committee
of Creditors Holding Unsecured Claims.  When the Debtors sought
protection from their creditors, they listed total assets of
$43 million and total debts of $39 million.


360 GLOBAL: Court Sets December 6 Plan Confirmation Hearing
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada will
convene a hearing at 10:00 a.m. on Dec. 6, 2007, to consider
confirmation of 360 Global Wine Company Inc. and 360 Viansa
LLC's Chapter 11 Plan of Reorganization.

Objections to the confirmation of the Plan are due 5:00 p.m.
on Nov. 28.  

Viansa is directed to file a brief in support of the confirmation
of the Plan on the same day.

Reply to any objections to confirmation of the Plan are due 5:00
p.m. PST on Dec. 3.

Headquartered in Los Angeles, California, 360 Global Wine
Company and 360 Viansi LLC -- http://www.360wines.com/-- are       
small, diversified marketers of wine and alcoholic beverages.  
The company filed for Chapter 11 protection on March 7, 2007
(Bankr. Nev. Case No. 07-50205).  Brett A. Axelrod, Esq., at
Beckley Singleton, Chartered and Bridget Robb Peck, Esq., at
Lewis and Roca LLP represent the Debtors in their restructuring
efforts.  David A. Honig, Esq., and Todd J. Dressel, Esq., at
Winston & Strawn LLP, represent the Official Committee of
Unsecured Creditors.  Zachary J. Wadle, Esq., at McDonald
Carano Wilson LLP serves as counsel to the Ad Hoc Committee
of Creditors Holding Unsecured Claims.  When the Debtors sought
protection from their creditors, they listed total assets of
$43 million and total debts of $39 million.


ACXIOM CORP: Board Approves $75 Mil. Stock Repurchase Program
-------------------------------------------------------------
Acxiom(R) Corporation's board of directors has authorized the
repurchase of up to $75 million of the company's common stock over
the next 12 months in open market or privately negotiated
transactions, depending on prevailing market conditions and other
factors.  The repurchase program may be suspended or discontinued
at any time.

Based in Little Rock, Arkansas, Acxiom(R) Corporation (Nasdaq:
ACXM) -- http://www.acxiom.com/-- integrates data, services and  
technology to create and deliver customer and information
management solutions for many of the largest, most respected
companies in the world.  The core components of Acxiom's solutions
are Customer Data Integration technology, data, database services,
IT outsourcing, consulting and analytics, and privacy leadership.  
Founded in 1969, Acxiom has locations throughout the United
States, Europe, Australia and China.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 3, 2007,
Standard & Poor's Ratings Services said its 'BB' corporate credit
rating on Acxiom Corp. remains on CreditWatch with negative
implications, where it was placed on May 17, 2007.  At the same
time, S&P also placed the 'BB' senior secured debt ratings on
CreditWatch with negative implications, because the debt will no
longer be refinanced as part of the LBO financing.


ACXIOM CORP: Annual Stockholders Meeting Scheduled on December 21
-----------------------------------------------------------------
The board of directors of Acxiom(R) Corporation has scheduled the
company's Annual Meeting of Stockholders for Friday, Dec. 21,
2007, at 10 a.m. CST.  The meeting will be held at the Acxiom
River Market Building, 601 East Third Street in Little Rock,
Arkansas.

Based in Little Rock, Arkansas, Acxiom(R) Corporation (Nasdaq:
ACXM) -- http://www.acxiom.com/-- integrates data, services and  
technology to create and deliver customer and information
management solutions for many of the largest, most respected
companies in the world.  The core components of Acxiom's solutions
are Customer Data Integration technology, data, database services,
IT outsourcing, consulting and analytics, and privacy leadership.  
Founded in 1969, Acxiom has locations throughout the United
States, Europe, Australia and China.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 3, 2007,
Standard & Poor's Ratings Services said its 'BB' corporate credit
rating on Acxiom Corp. remains on CreditWatch with negative
implications, where it was placed on May 17, 2007.  At the same
time, S&P also placed the 'BB' senior secured debt ratings on
CreditWatch with negative implications, because the debt will no
longer be refinanced as part of the LBO financing.


ACXIOM CORP: Earns $10.5 Million in Quarter Ending September 30
---------------------------------------------------------------
Acxiom Corporation reported financial results for the second
quarter of fiscal 2008 ended Sept. 30, 2007.  The company reported
a net income for the second quarter of $10.5 million, compared to
net earnings of $21.7 million in the second quarter of fiscal
2007.

Revenue for the three-month period was $351.0 million, an increase
of 0.8% over $348.3 million for the comparable prior-year period.  
Income from operations for the three-month period equaled $20.4
million compared to $41.9 million for the quarter ended Sept. 30,
2006.

For the six-month period ended Sept. 30, 2007, revenue totaled
$689.2 million, an increase of 0.6% over $685.0 million for the
comparable prior-year period.  Income from operations for the six-
month period was $24.5 million compared to $78.2 million for the
six months ended Sept. 30, 2006.

"We are moving forward as an independent, publicly owned company,"
Charles D. Morgan, Acxiom's company leader and chairman of the
board stated.  "Despite the distraction of the recent course of
events, the company posted a slight revenue increase for the
quarter.  In addition, we instituted an expense reduction plan
during mid-September and we expect to see the benefit of the plan
during the second half of the fiscal year."

The company had operating cash flow of $40.6 million and free cash
flow available to equity of negative $11.3 million.

At Sept. 30, 2007, the company's balance sheet showed total assets
of $1.6 billion and total debts of $1.0 billion, resulting in a
$580.8 million stockholders' equity.  Equity on March 31, 2007,
was $521.3 million.

Based in Little Rock, Arkansas, Acxiom(R) Corporation (Nasdaq:
ACXM) -- http://www.acxiom.com/-- integrates data, services and  
technology to create and deliver customer and information
management solutions for many of the largest, most respected
companies in the world.  The core components of Acxiom's solutions
are Customer Data Integration technology, data, database services,
IT outsourcing, consulting and analytics, and privacy leadership.  
Founded in 1969, Acxiom has locations throughout the United
States, Europe, Australia and China.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 3, 2007,
Standard & Poor's Ratings Services said its 'BB' corporate credit
rating on Acxiom Corp. remains on CreditWatch with negative
implications, where it was placed on May 17, 2007.  At the same
time, S&P also placed the 'BB' senior secured debt ratings on
CreditWatch with negative implications, because the debt will no
longer be refinanced as part of the LBO financing.


AES CORP: Prices Cash Tender Offer for Senior Notes
---------------------------------------------------
The AES Corporation disclosed the determination of the pricing for
its tender offer to purchase up to $1.24 billion of certain of its
outstanding senior notes in accordance with the terms and
conditions described in its Offer to Purchase and the related
Letter of Transmittal, each dated Oct. 16, 2007.

The total consideration for each series of Notes was determined as
of 2:00 p.m., New York City time, on Oct. 29, 2007, using the
yield of the U.S. Treasury reference security plus a fixed spread
of 50 basis points.  

1) Title of Security: 8.75% Senior Notes due 2008
   CUSIP/ISIN Numbers: 00130HAV7
   Aggregate Principal Amount Outstanding: 201,809,000
   Acceptance Priority Level: 1
   Maturity Date/Earliest Redemption Date: June 15, 2007
   Par Amount/Earliest Redemption Price*: $1,000.00
   Early Tender Premium*: $30.00
   Reference Security: 5.125% U.S.T. Note due June 30, 2008
   Bloomberg Reference Page: PX3
   Fixed Spread (basis points): +50

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


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

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

                  8.75% Senior Notes due 2008

The yield on the Reference Security for the 2008 Notes was 4.087%
and the tender offer yield was 4.587%.  Accordingly, holders whose
2008 Notes that have validly tendered and not withdrawn prior to
5:00 p.m., New York City time, on Oct. 29, 2007 and that are
accepted for purchase by AES will receive Total Consideration of
$1,025.27 per $1,000 principal amount of 2008 Notes tendered, plus
any accrued and unpaid interest from the last interest payment
date for the 2008 Notes to, but not including, the early
settlement date, which AES occurred Oct. 30, 2007.  Holders whose
2008 Notes that are validly tendered after 5:00 p.m., New York
City time, on Oct. 29, 2007 and at or prior to 12:00 midnight, New
York City time, on Nov. 13, 2007 and that are accepted for
purchase by AES will receive the Total Consideration minus the
Early Tender Premium of $30.00 per $1,000 principal amount of 2008
Notes, or the Tender Offer Consideration, plus any accrued and
unpaid interest from the last interest payment date for the 2008
Notes to, but not including, the final settlement date, which AES
expects will occur on Nov. 14, 2007.

        9% Second Priority Senior Secured Notes due 2015

The yield on the Reference Security for the 2015 Notes was 4.123%
and the tender offer yield was 4.623%.  Accordingly, holders whose
2015 Notes that have been validly tendered and not withdrawn prior
to 5:00 p.m., New York City time, on Oct. 29, 2007 and that are
accepted for purchase by AES will receive Total Consideration of
$1,067.01 per $1,000 principal amount of 2015 Notes tendered, plus
any accrued and unpaid interest from the last interest payment
date for the 2015 Notes to, but not including, the early
settlement date, which AES  occured Oct. 30, 2007.  Holders whose
2015 Notes that are validly tendered after 5:00 p.m., New York
City time, on Oct. 29, 2007 and at or prior to 12:00 midnight, New
York City time, on Nov. 13, 2007 and that are accepted for
purchase by AES will receive the Total Consideration set forth
above minus the Early Tender Premium of $30.00 per $1,000
principal amount of 2015 Notes, or the Tender Offer Consideration,
plus any accrued and unpaid interest from the last interest
payment date for the 2015 Notes to, but not including, the final
settlement date, which AES expects will occur on Nov. 14, 2007.

     8.75% Second Priority Senior Secured Notes due 2013

The yield on the Reference Security for the 2013 Notes was 4.123%
and the tender offer yield was 4.623%.  Accordingly, holders whose
2013 Notes that have been validly tendered and not withdrawn prior
to 5:00 p.m., New York City time, on Oct. 29, 2007 and that are
accepted for purchase by AES will receive Total Consideration of
$1,063.03 per $1,000 principal amount of 2013 Notes tendered, plus
any accrued and unpaid interest from the last interest payment
date for the 2013 Notes to, but not including, the final
settlement date, which AES expects will occur on Nov. 14, 2007.  
Holders whose 2013 Notes are validly tendered after 5:00 p.m., New
York City time, on Oct. 29, 2007 and at or prior to 12:00
midnight, New York City time, on Nov. 13, 2007 will receive the
Total Consideration set forth above minus the Early Tender Premium
of $30.00 per $1,000 principal amount of 2013 Notes, or the Tender
Offer Consideration, plus any accrued and unpaid interest from the
last interest payment date for the 2013 Notes to, but not
including, the final settlement date.

Rights to withdraw tendered Notes terminated at 5:00 p.m., New
York City time, on Oct. 29, 2007.  As of such time, $192,501,000
principal amount of 2008 Notes, $598,000,000 principal amount of
2015 Notes and $1,188,039,000 principal amount of 2013 Notes had
been validly tendered and not withdrawn.  The tender offer will
expire at 12:00 p.m. midnight, New York City time, on Nov. 13,
2007, unless extended or earlier terminated by AES.  AES may
increase or modify the Tender Cap without extending withdrawal
rights to Holders. If the aggregate principal amount of Notes
validly tendered and not withdrawn at the Expiration Time exceeds
the Tender Cap, the Company will (subject to the terms and
conditions of the offer) limit the Notes it accepts pursuant to
the Tender Cap and in accordance with the acceptance priority
levels as set forth in the Offer to Purchase.  Since the 2008
Notes and the 2015 Notes have an acceptance priority level of 1
and 2, respectively, and the aggregate principal amount of the
2008 Notes and the 2015 Notes combined is less than the Tender
Cap, neither the 2008 Notes nor the 2015 Notes will be subject to
proration; only the 2013 Notes will be subject to proration.

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

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

                     About AES Corporation

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

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

                            *   *   *

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

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


AXON FINANCIAL: Decreased Asset Value Cues S&P to Lower Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit
ratings on Axon Financial Funding LLC and Axon Financial Funding
Ltd., co-issuers of the structured investment vehicle.   Standard
& Poor's also lowered its ratings on Axon's commercial paper,
medium-term note, and subordinated mezzanine note programs.  The
ratings remain on CreditWatch with negative implications, where
they were placed Sept. 14, 2007.
     
The downgrades reflect further deterioration of the market value
of Axon's portfolio, the realized losses from asset liquidations,
Axon's decrease in net asset value to below 40% of total paid-in
capital, Axon's failing net-cash-outflow tests, and the
enforcement event trigger.  The enforcement trigger was a non-
liquidation enforcement, which means the assets will be sold to
pay the liabilities as they come due rather than be forced into
liquidation all at once.  In this structure, enforcement refers to
an operating state from which the current manager cannot re-emerge
as an active issuer, rather than an acceleration or suspension of
payments.
     
The downgrade follows Standard & Poor's analysis of the vehicle's
ability to pay the senior liabilities based on the market value of
Axon's portfolio.  While the assets' current market value implies
that the senior liabilities would be paid in full if the assets
were sold at current market prices, the margin between the assets'
current market value, as provided by an independent third-party
source, and the liquidation prices needed to pay the senior
liabilities has eroded further.  Standard & Poor's continues to
monitor the surveillance reports S&P receive, which reflect the
assets' market value and the liquidation prices realized by Axon,
and will provide further comments as deemed appropriate.      
     
The downgrade on Axon's subordinated mezzanine debt ratings
reflects the declining market values and the vehicle's realized
losses resulting from ongoing asset liquidations.  To pay these
liabilities in full, the asset sales must be priced at an amount
that is close to the assets' par value.  Axon's subordinated
mezzanine notes are currently vulnerable to nonpayment.     
     
Axon has notified Standard & Poor's that it is discussing
potential restructuring proposals to mitigate future losses to the
vehicle and increase the vehicle's ability to meet its obligations
on its outstanding liabilities.   The downgrades reflect these
potential restructuring proposals, and S&P will continue to
comment on Axon's plans as appropriate.
     
The outstanding amount of Axon's senior debt is approximately
$8.570 billion, and the outstanding amount of Axon's subordinated
mezzanine notes is approximately $890 million.
     
Axon is a SIV structure managed by Axon Asset Management Inc.,
which purchases assets, manages the portfolio, and oversees the
issuance of CP and MTNs.  The portfolio is predominantly invested
in structured finance assets, a considerable portion of which is
U.S. RMBS, CMBS, and CDO securities.
  
     Ratings Lowered and Remaining on Creditwatch Negative
   
   Axon Financial Funding LLC and Axon Financial Funding Ltd.
  Up to $20 billion European and U.S. CP and MTN programs and
     up to $1.25 billion subordinated mezzanine note program
   
                                 Rating
                                 ------
                         To                 From
                         --                 ----
  Issuer credit rating   BBB/Watch Neg/A-2  AAA/Watch Neg/A-1+   
  CP                     A-2/Watch Neg      A-1+/Watch Neg       
  MTN                    BBB/Watch Neg      AAA/Watch Neg        
  Sub. mezzanine notes   CCC+/Watch Neg     B/Watch Neg


BAY FURNITURE: Headquarters Sold by Atlas Partners
--------------------------------------------------
Atlas Partners Commercial Brokerage LLC disclosed that it has sold
the former headquarters location of furniture company Bay
Furniture in Homewood, Illinois.

For further information about the sale, contact:

    Joel Schneider
    Michael Karpik
    Biff Ruttenberg
    Atlas Partners LLC
    Suite 1890
    55 East Monroe St.
    Chicago, IL 60603
    Tel: (312)516-5700
    Fax: (312)516-5710
    http://www.atlaspartners.com/  

Atlas Partners Commercial Brokerage LLC is a real estate brokerage
firm which provides tenant representation to retailers worldwide,
as well as leasing and general brokerage services to investors,
owners and users of retail properties.

Bay Furniture is currently undergoing liquidation with Rally
Capital Services as the receiver.


BEAZER HOMES: Pending Reinstatements Cues S&P to Retain Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services ratings on Beazer Homes USA
Inc. (B+/Watch Neg/--) will remain on CreditWatch with negative
implications until the extent of pending restatements tied to its
recently completed internal investigation are finalized and the
company files all financial statements with the SEC.

S&P originally placed its ratings on Beazer on CreditWatch on
Aug. 14, 2007, after the company announced that its third-quarter
10-Q filing would be delayed.
     
On Oct. 26, 2007, Beazer rectified one requirement to resolve the
CreditWatch listing by completing a consent solicitation from
holders of its public debt to resolve purported notices of
default.  The consent solicitation provides Beazer with a waiver
of any and all defaults under the indentures that may have
occurred, or may occur, on or before May 15, 2008, due to
Beazer's failure to file or deliver reports or other information
it is required to file with the SEC.  The indentures were also
amended to temporarily reduce Beazer's ability to incur additional
secured debt.  The amendment also revised the definition of
permitted investments to enable Beazer to invest up to $50 million
in joint ventures or unrestricted subsidiaries.

Beazer faces several challenges that weigh negatively on the
ratings, and S&P will continue to closely monitor these issues.
S&P will lower the ratings on Beazer if its currently adequate
liquidity position weakens or pending accounting restatements and
separate settlements related to its mortgage operations are
greater than expected.  S&P will also monitor the final resolution
of Beazer's internal investigation as well as lingering government
inquiries, which could also weigh on the ratings.


BOMBAY CO: Committee Taps Lang Michener as Canadian Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Bombay Company
Inc. and its debtor-affiliates ask the United Bankruptcy Court for
the Northern District of Texas for permission to retain Lang
Michener LLP as its Canadian counsel, nunc pro tunc Sept. 26,
2007.

As the Debtors' Canadian counsel, Lang Michener will:

   a. represent the Committee at hearings in the Canadian
      proceeding and any other related Canadian proceedings;

   b. advise the Committee and its United States professionals
      advisors on matters involving Canadian law and practice
      relevant to the Bankruptcy cases, including without
      limitation in relation to sale processes and procedures and
      assets dispositions;

   c. assist the Committee and its U.S. advisors in considering
      the impact of the Canadian sales process and issues
      affecting the Debtors and their estates, including, without
      limitation, the disposition of assets owned by the Debtors
      to facilitate the Canadian sale process;

   d. advise the Committee and its U.S. advisors on intercompany
      issues as between the Debtors and Bombay Canada impacting on
      the Debtors and their estates;

   e. assist with the Committee's investigation of the assets,
      liabilities and financial condition and operations of the  
      Debtors and Bombay Canada in Canada;

   f. assist the Committee and its U.S. advisors in analyzing,
      prospective claims and proving claims of the Debtors against
      Bombay Canada;

   g. assist the U.S. advisors in their analysis of, and
      negotiations with, the Debtors, Bombay Canada and third
      parties concerning matters related to, among other things,
      the sales processes being undertaken and the processes to be
      followed upon completion of the sale of the Debtors' assets
      and the assets of Bombay Canada and related issues;

   h. review and analyze all financial information, analyses,
      memoranda, pleadings, orders, reports and other documents as
      may be necessary in furtherance of the Committee's interest
      and objectives;

   i. prepare on behalf of the Committee any legal analyses,
      memoranda, pleadings, orders, reports and other documents as
      may be necessary in furtherance of the Committee's interest
      and objectives;

   j. assist and advise the U.S. advisors with respect to any
      other matters that they may request; and

   k. perform all other legal services prescribed by the Committee  
      and its U.S. advisors, which may be necessary and proper for
      the Committee to discharge its duties in these bankruptcy
      cases.

The firm's professionals standard hourly rates in Canadian
currency are:

      Designations                 Hourly Rate
      ------------                 -----------
      Partners                     CDN$390 - CDN$795
      Associates                   CDN$260 - CDN$550
      Summer/Articling Students    CDN$170 - CDN$215
      Paralegals                   CDN$75 - CDN$245

Sheryl E. Seigel, Esq., an attorney of the firm, assures the Court
that the firm does not hold any interest adverse to the Debtors'
estate and is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

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).  Robert D. Albergotti, Esq., John D.
Penn, Esq., Ian T. Peck, Esq., and Jason B. Binford, Esq., at
Haynes and Boone, L.L.P., represent the Debtors.  As of May 5,
2007, the Debtors listed total assets of $239,400,000 and total
debts of $173,400,000.

Attorneys at Cooley, Godward, Kronish LLP acts as counsel for the
Official Committee of Unsecured Creditors.  Forshey & Prostok LLP
is the Committee's local counsel.


CABLEVISION SYSTEMS: Moody's Confirms B1 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service confirmed the ratings of Cablevision
Systems Corporation, CSC Holdings, Inc. and Rainbow National
Services LLC.  However, given the uncertainty regarding the
company's fiscal plan following the rejected offer to take the
company private, Moody's assigned a developing outlook to
Cablevision and Rainbow pending a more thorough understanding of
its strategy going forward.

Although Moody's believes that another very leveraging transaction
over the near term is unlikely due to negative changes within the
credit environment, the rating agency expects the company to
evaluate a range of options including investing in business
expansion, selling assets and future shareholder oriented rewards
such as share repurchases or dividends.  Greater clarity is
anticipated by year end.  Additionally, in Moody's view,
Cablevision and Rainbow's existing capital structure is sufficient
to meet the company's current liquidity needs.

Cablevision's B1 corporate family rating continues to incorporate
the shareholder orientation of the controlling shareholder, the
Dolan family, as well as the more event driven nature of the
combined businesses, including investments in speculative
ventures.  In addition, the rating considers the increasingly
competitive environment for incumbent cable operators and
Cablevision, more specifically, given its exposure to Verizon and
its investments in FiOS within Cablevision's footprint.  Moreover,
despite continued growth from the increased penetration of data
and telephony, the products in these markets are beginning to
mature (especially data) and the cable company's growth trajectory
is expected to slow.  Notwithstanding these challenges,
Cablevision' cable Restricted Group continues to reflect strong
operating performance and could be poised to de-lever absent other
material strategic changes implemented by the Dolan family.
Cablevisions's financial metrics reflect the characteristics of a
strongly positioned B1 operator, however, a more positive outlook
will hinge on whether the company intends to operate with its
current capital structure (or something similar given the maturity
schedule), acquire or otherwise re-lever.  Notably, Cablevision's
current rating incorporates a fair amount of debt capacity (about
two turns debt/EBITDA) and a Ba3 rating would assume the company
could commit to maintaining leverage below 6 times.

Rainbow's B1 corporate family rating also reflects the shareholder
orientation and potential for speculative investments.  Rainbow's
cash generating ability has been a source of capital for the more
speculative ventures of its parent company, Rainbow Media
Enterprises.  In addition, Rainbow lacks diversity both because
its value is concentrated in one asset, AMC, and because of the
concentration of its customers among a small number of MSOs.  
However, Rainbow's financial metrics are quite strong for its
rating category and should some clarity be provided regarding the
company's funding of speculative investments held at other
entities, as well as other potential strategic alternatives,
Rainbow's rating outlook could change to positive.

Moody's has taken these ratings action:

Cablevision Systems Corporation

    * Corporate Family Rating -- Confirmed B1

    * Probability of Default Rating -- Confirmed B1

    * Senior Unsecured Regular Bond/Debenture -- Confirmed B3,
      LGD6 -- 93%

CSC Holdings, Inc.

    * Senior Secured Bank Credit Facility -- Confirmed Ba2,
      LGD2 -- 24%

    * Senior Unsecured Regular Bond/Debenture -- Confirmed B2,
      LGD5 -- 73%

Rainbow National Services LLC

    * Corporate Family Rating -- Confirmed B1

    * Probability of Default Rating -- Confirmed B1

    * Senior Secured Bank Credit Facility -- Downgraded to Ba2,
      LGD2 -- 24%, from Ba1, LGD2 -- 19%

    * Senior Unsecured Regular Bond/Debenture -- Confirmed B2,
      LGD4 -- 69%

    * Senior Subordinated Regular Bond/Debenture -- Confirmed B3,
      LGD5 -- 89%

Outlook Actions:

CSC Holdings, Inc.

    * Outlook, Changed To Developing from Rating Under Review

Cablevision Systems Corporation

    * Outlook, Changed To Developing from Rating Under Review

Rainbow National Services LLC

    * Outlook, Changed To Developing from Rating Under Review

Separately, Moody's downgraded the rating of RNS' senior secured
credit facilities to Ba2, from Ba1, due to the changes in RNS'
capital structure following the redemption of $175 million of RNS'
senior subordinated notes in September 2007.  The downgrade of
RNS' senior secured credit facilities reflects the reduction in
junior capital cushion following the redemption of $175 million of
senior subordinated notes due 2014.

Headquartered in Bethpage, New York, Cablevision Systems
Corporation is a domestic cable multiple system operator serving
approximately 3 million subscribers in and around the metropolitan
New York area.

Rainbow National Services LLC, headquartered in Jericho, New York,
supplies television programming to cable television and direct
broadcast service providers throughout the United States. The
company operates three entertainment programming networks,
American Movie Classics, WE: Women's Entertainment, and The
Independent Film Channel.


CAPITALSOURCE REAL: Fitch Affirms 'BB' Rating on $47.45MM Notes
---------------------------------------------------------------
Fitch affirmed all classes of CapitalSource Real Estate Loan Trust
2006-A floating-rate notes:

  -- $70,375,000 class A-1A at 'AAA';
  -- $200,000,000 class A-1R at 'AAA';
  -- $500,000,000 class A-2A at 'AAA';
  -- $125,000,000 class A-2B at 'AAA';
  -- $82,875,000 class B at 'AA';
  -- $62,400,000 class C at 'A+';
  -- $30,225,000 class D at 'A';
  -- $30,225,000 class E at 'A-';
  -- $26,650,000 class F at 'BBB+';
  -- $33,150,000 class G at 'BBB';
  -- $31,200,000 class H at 'BBB-';
  -- $47,450,000 class J at 'BB'.

Deal Summary:

CapitalSource 2006-A is a $1,300,000,000 revolving commercial real
estate cash flow collateralized loan obligation that closed on
Dec. 20, 2006.  As of the Sept. 16, 2007 trustee report and based
on Fitch categorizations, the CLO was substantially invested as:
commercial mortgage whole loans/A-notes (88.0%) and B-notes
(0.5%). $150,000,000 (11.5%) remains undrawn from the Class A-1R
revolving class of notes and is available for additional
investment proceeds.  The CLO is also permitted to invest up to
10% of the portfolio in CMBS assets; however, the current
portfolio does not contain any CMBS as of the effective date.

The portfolio is selected and monitored by CapitalSource Finance,
LLC.  CapitalSource 2006-A has a five-year reinvestment period
during which, if all reinvestment criteria are satisfied,
principal proceeds may be used to invest in substitute collateral.  
The reinvestment period ends January 2012.

Asset Manager:

CapitalSource is a leading commercial lending, investment and
asset management business focused on the middle market.  
CapitalSource manages an asset portfolio which as of June 30, 2007
was approximately $20.1 billion.  Headquartered in Chevy Chase,
Maryland, the Company has approximately 550 employees in offices
across the U.S. and in Europe.

CapitalSource has issued 13 middle-market loan CLOs since 2002, 10
were static and three were revolving.  CapitalSource Real Estate
Trust 2006-A is the company's first CLO of commercial real estate
assets.  CapitalSource currently has over $5.1 billion outstanding
in securitizations, $3.4 billion of which is actively managed in
revolving transactions.

Performance Summary:

CapitalSource 2006-A became effective on Sept. 16, 2007. As of the
effective date, the as-is poolwide expected loss has increased to
25.875% from 20.500% at close.  The CLO has average reinvestment
flexibility with 8.125% of cushion based on its covenanted PEL of
34.000%.

The higher PEL is attributed to an increase in the concentration
of transitional assets and nontraditional property types,
including loans secured by condominium conversions, construction
projects, and land.  Generally, these asset types carry higher
than average expected losses.  In addition, the Fitch expected
losses for home site development loans and condo conversion loans
increased due to the volatility of the national housing market.  
Finally, the portfolio's diversity, measured in both geographic
concentration and loan size diversity, has declined between
closing and the effective date.  This decline in diversity has a
negative impact on PEL.

Since closing, four obligors ($81.0 million) have been added to
the pool while 15 ($148.5 million) have paid off and two have been
repurchased.  In addition, the unpaid principal balance of twelve
of the existing obligors has increased by $145.9 million since
close due to advances within the loan agreements.  At the same
time, the unpaid principal balance of 27 assets has been reduced
by $36.3 million due to amortization.

Two loans, secured by a condo conversion and an office building,
were repurchased due to the fact that they were over 30 days
delinquent.  While no longer collateral for the CLO, the asset
manager reports that the repurchased loans have since become
current.  As of the effective date, all of the pool's assets are
reported to be current and performing.

The loans added to the portfolio are of slightly higher credit
quality than those that were repaid.  However, the credit quality
of assets remaining in the pool declined on average, due to
increased Fitch expected losses on home site and condo conversion
loans in light of the weakened housing market as well as lack of
progression in business plans for six obligors that are on the
asset manager's watch list.  These assets comprise 1.63% of the
portfolio.

Between closing and the effective date, the weighted average
spread increased to 4.38% from 4.29%, while the weighted average
coupon decreased to 7.13% from 8.03%.  Fixed rate assets represent
6.93% of the portfolio.

The overcollateralization and interest coverage ratios of all
classes have remained above their covenants, as of the Sept. 16,
2007 effective date trustee report.

Collateral Analysis:

Per the Sept. 16, 2007 trustee report approximately 99.4% of the
invested amount is invested in whole loans and A-notes.  While
property type concentrations may differ by Fitch and trustee
categorizations, the CLO is within all property type covenants
reported by the trustee.  Land loans comprise the largest
percentage of assets in the pool at 33.8% by Fitch categorization.  
At 26.1%, healthcare loans represent the second largest property
type concentration.  CapitalSource has a well established
healthcare origination business.  While the weighted average
expected loss for land loans is 33.5%, the weighted average
expected loss for healthcare assets is only 13.1%.

The CLO is also within all its geographic covenants.  There is a
high geographic concentration limit of 55% in New York, where
CapitalSource has a strong origination business cultivated through
repeat borrowers.  Currently, 20.2% of the portfolio is located in
New York by Fitch categorization, with the next highest
concentration in California at 8.8%.

The LDI increased to 283 compared to 225 at close, representing a
less diverse pool than it was at close.  While the current LDI
exceeds the covenant of 270, it represents above average diversity
as compared to other CRE CDOs.  Additionally, 11.5% ($150.0
million) of the portfolio amount remains uninvested.  Given that
the revolving credit facility is not fully drawn, none of the CLO
is invested in cash.


CAREY INTERNATIONAL: Refinancing Cues Moody's to Withdraw Ratings
-----------------------------------------------------------------
Moody's has withdrawn the ratings of Carey International, Inc.'s
senior secured credit facilities after the company's recent
refinancing of these facilities.  Moody's also withdrew the
company's B3 Corporate Family Rating.

These ratings have been withdrawn:

    - $35 million senior secured first lien revolving credit
      facility due 2010, to B2 (LGD2, 21%);

    - $80 million senior secured first lien term loan B facility
      due 2011, to B2 (LGD2, 21%);

    - $85 million senior secured second lien term loan facility
      due 2012, to Caa3 (LGD5, 74%);

    - Corporate Family Rating, B3; and

    - Probability of Default Rating, Caa2.

Headquartered in Washington, D.C., Carey is a leading provider of
limousine services serving 550 cities in 65 countries.  Revenues
for the year ended May 31, 2007 were approximately $253 million.


CARINA CDO: Moody's Junks Ratings on Four Note Classes
------------------------------------------------------
Moody's Investors Service has downgraded ten classes of notes
issued by Carina CDO, Ltd., with six of these classes left on
review for further possible downgrade.

The notes affected by the rating action are:

    (1) $1,050,000,000 Class A-1 Floating Rate Notes Due November
        2046;

        Prior Rating: Aaa
        Current rating: Baa3 on review for possible downgrade

    (2) $90,000,000 Class A-2 Floating Rate Notes Due November
        2046;

        Prior Rating: Aaa
        Current rating: B2 on review for possible downgrade

    (3) $75,000,000 Class B-1 Floating Rate Notes Due November
        2046;

        Prior Rating: Aa2
        Current rating: B3 on review for possible downgrade

    (4) $46,500,000 Class B-2 Deferrable Floating Rate Notes Due
        November 2046;

        Prior Rating: Aa3
        Current rating: Caa1 on review for possible downgrade

    (5) $60,000,000 Class C-1 Deferrable Floating Rate Notes Due
        November 2046;

        Prior Rating: A2
        Current rating: Caa2 on review for possible downgrade

    (6) $19,500,000 Class C-2 Deferrable Floating Rate Notes Due
        November 2046;

        Prior Rating: A3
        Current rating: Caa3 on review for possible downgrade

    (7) $21,000,000 Class D-1 Deferrable Floating Rate Notes Due
        November 2046;

        Prior Rating: Baa1
        Current rating: Ca

    (8) $46,500,000 Class D-2 Deferrable Floating Rate Notes Due
        November 2046;

        Prior Rating: Baa2
        Current rating: Ca

    (9) $16,500,000 Class D-3 Deferrable Floating Rate Notes Due
        November 2046;

        Prior Rating: Baa3
        Current rating: Ca

   (10) $43,500,000 Class X-1 Deferrable Fixed Rate Notes Due
        November 2046.

        Prior Rating: Baa3
        Current rating: Ca

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence on
October 22, 2007 of an event of default caused by a failure of the
senior credit test pursuant to Section 5.1(h) of the Indenture,
dated November 1, 2006.

Carina CDO Ltd. is a hybrid collateralized debt obligation backed
primarily by a portfolio of RMBS securities, CDO securities and
synthetic securities in the form of credit default swaps.  
Reference obligations for the credit default swaps are RMBS and
CDO securities.

The senior credit test requires that the net outstanding portfolio
collateral balance adjusted for ratings-based haircuts equal or
exceed the sum of the outstanding Class A-1 Notes (including all
unfunded commitments) and the Class A-2 Notes.  A high number of
recent ratings downgrades on the underlying portfolio magnified
the impact of the ratings-based haircuts, causing the senior
credit test failure. On October 11, 2007, 51% of the underlying
portfolio was downgraded or placed on review for possible
downgrade by Moody's.

Under an event of default in this transaction, a majority of the
controlling class will be entitled to determine the remedies to be
exercised under the indenture.  Liquidation of the underlying
portfolio is one possible remedy; however, it is not clear at this
time whether the controlling class will choose to exercise this
option.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The expected losses
of certain tranches may be different, however, depending on the
timing and choice of remedy to be pursued by the controlling
class.  Because of this uncertainty, the Class A-1, Class A-2,
Class B-1, Class B-2 and Class C-1 Notes remain on review for
possible downgrade pending the receipt of definitive information.


CENTURY ALUMINUM: Earns $7.5 Million in 3rd Quarter Ended Sept. 30
------------------------------------------------------------------
Century Aluminum Company reported net income of $7.5 million for
the third quarter of 2007.  Reported third quarter results include
an after-tax charge of $46.2 million for mark-to-market
adjustments on forward contracts that do not qualify for cash flow
hedge accounting.

In the third quarter of 2006, the company reported net income of
$173.9 million, which included an after-tax gain of $134.6 million
for mark-to-market adjustments on forward contracts that do not
qualify for cash flow hedge accounting.

Sales in the third quarter of 2007 were $454.4 million, compared
with $381.3 million in the third quarter of 2006.  Shipments of
primary aluminum for the quarter totaled 195,540 tonnes compared
with 169,598 tonnes in the third quarter of 2006.  The increase
reflects additional volume from the continuing expansion at
Grundartangi and the temporary shutdown of one potline at the
Ravenswood, West Virginia smelter in 2006, which resulted in lost
production of approximately 8,000 tonnes in the year-ago quarter.

Net income for the first nine months of 2007 was $11.1 million,
which includes an after-tax charge of $172.1 million for mark-to-
market adjustments on forward contracts that do not qualify for
cash flow hedge accounting.  Net income for the first nine months
of 2006 was $78.2 million which included an after tax charge of
$68.4 million for mark-to-market adjustments on forward contracts
that do not qualify for cash flow hedge accounting.

Sales in the first nine months of 2007 were $1.37 billion compared
with $1.13 billion in the same period of 2006.  Shipments of
primary aluminum for the first nine months of 2007 were 568,812
tonnes compared with 498,264 tonnes for the comparable 2006
period.

"Century achieved solid performance during the third quarter,"
said president and chief executive officer Logan W. Kruger.  "Our
plants produced above capacity and operating costs were within
expectations, despite continuing upward pressure on U.S. power
costs.  We made significant progress on our growth projects in
Iceland and elsewhere.  We expect to complete the latest 40,000
tonne expansion of the Grundartangi facility later this year, on
schedule and on budget.  The positive opinion by the Icelandic
Planning Agency on the Environmental Impact Assessment for our
proposed greenfield smelter at Helguvik is a significant milestone
and we plan to begin preparing the site for construction by early
next year."

At Sept. 30, 2007, the company's consolidated balance sheet showed
$2.48 billion in total assets, $1.85 billion in total liabilities,
and $635.1 million in total shareholders' equity.

                      About Century Aluminum

Headquartered in Monterey, California, Century Aluminum Company
(NASDAQ: CENX) -- http://www.centuryaluminum.com/-- owns primary  
aluminum capacity in the United States and Iceland, as well as an
ownership interest in alumina and bauxite assets in the United
States and Jamaica.  Century's corporate offices are located in
Monterey, California.

                          *      *     *

Century Aluminum Company carries Moody's Investors Service Ba3
corporate family and probability-of-default ratings, and B1 senior
unsecured debt rating.  The ratings outlook remains stable.

The company also carries Standard & Poor's BB- long-term foreign
and local issuer credit ratings.  The ratings outlook remains
stable.


CHALLENGER POWERBOATS: Completes Reverse Stock Split
----------------------------------------------------
Challenger Powerboats, Inc.'s Board of Directors has declared a
reverse split of its common stock, at a one-for-twenty ratio
(every twenty shares being combined into one), effective at the
opening of trading on Oct. 31, 2007.

Following the reverse stock split, the company's common stock will
trade under a new symbol CPBI on the OTC Bulletin Board.

Based in Washington, Missouri, Challenger Powerboats Inc., (OTC
Bulletin Board: CPWB) -- http://www.challengerpowerboats.com/--  
designs and manufactures "go fast" offshore performance boats and
family sport cruisers that target the recreational power boat
market.  The company holds the exclusive rights to the Duo Delta-
Conic "DDC" hull for boats up to 40 feet in length.  The DDC hull
is a patented revolutionary design by marine designer Harry
Schoell.

At June 30, 2007, Challenger Powerboats' balance sheet showed
total assets of $7.4 million and $28.1 million in total
liabilities, resulting on a $20.7 million total shareholders'
deficit.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 2, 2007,
Jaspers + Hall PC expressed substantial doubt about Challenger
Powerboats Inc.'s ability to continue as a going concern after
auditing the company's financial statements as of Dec. 31, 2006,
and 2005.  The auditing firm pointed to the company's recurring
losses from operations and its difficulties in generating
sufficient cash flow to meet its obligation and sustain its
operations.


CHAMPION ENTERPRISES: S&P Rates Proposed $160MM Sr. Notes at B-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to the
proposed $160 million of 2.75% convertible senior notes due Nov.
1, 2037, to be issued by Champion Enterprises Inc. (Champion;
B+/Stable/--).
     
The proposed convertible notes will have put and call rights after
five years and/or in the event of certain corporate transactions.  
The $20.97 initial conversion premium is approximately 82% above
the Oct. 29, 2007, closing price of Champion's common stock.  
Champion will use proceeds to fully retire $82 million of 7.625%
senior notes due 2009.  The company will use remaining proceeds to
repay at least $8 million outstanding under the secured term loan
due 2012 and for other general corporate purposes.  Champion has
commenced a formal tender offer for the existing senior notes and
is concurrently pursuing a consent solicitation to eliminate or
reduce the restrictive covenants contained in the notes'
indenture.
     
Auburn Hills, Michigan-based Champion is one of the nation's
largest producers of factory-built homes.  During the 12 months
ended Sept. 30, 2007, the company's North American manufacturing
operations shipped 15,945 homes and generated $969 million of
revenues.  Champion also operates a small retail segment that
contributed $59 million in revenues and a commercial construction
business in the U.K. that operates under the name Caledonian
Building Systems.  Caledonian contributed $221 million in revenues
during the 12 months ended Sept. 30, 2007.  Despite extremely
challenging conditions in the U.S. housing market, Champion's
profitability continues to improve from previously very weak
levels.  Revenues increased just 3% during the company's most
recent fiscal quarter, to $358 million, but pretax income improved
33% to $16 million as earlier cost-cutting measures in the U.S.
took hold and sales in the U.K. commercial segment increased
sharply.
     
The proposed convertible note offering would modestly increase
overall leverage (44% of capital on Sept. 30, 2007) but could also
bolster the company's currently adequate liquidity position by
adding $58 million of cash to Champion's balance sheet.  Cash
proceeds would be higher if the underwriter exercises its right to
purchase up to an additional $20 million of convertible notes to
cover overallotments.  On Sept. 30, 2007, Champion held $111
million of cash and retained full availability under a $40 million
secured revolving credit facility that matures in 2012.  In
connection with the proposed note offering, Champion amended the
credit agreement governing its revolver and secured term loans to
allow more liberal leverage and coverage levels in the near term.  
S&P expect the company to draw on this liquidity to make
moderately sized strategic acquisitions in the modular housing and
commercial construction segments.

Rating Assigned

Champion Enterprises Inc.
  Convertible senior notes        B-

Ratings Outstanding

Champion Enterprises Inc.
  Corporate credit                B+/Stable/--
  Senior notes due 2009           B (recovery rtg: 5)

Champion Home Builders Co.
  Corporate credit                B+/Stable/--
  Senior secured credit facility  B (recovery rtg: 5)


CHICAGO H&S: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Chicago H&S Hotel Property, LLC
        dba Hotel 71
        71 East Wacker Drive
        Chicago, IL 60601

Bankruptcy Case No.: 07-20088

Chapter 11 Petition Date: October 29, 2007

Court: Northern District of Illinois (Chicago)

Judge: Bruce W. Black

Debtor's Counsel: Daniel A. Zazove, Esq.
                  Perkins Coie LLP
                  131 South Dearborn, Suite 1700
                  Chicago, IL 60603-5559
                  Tel: (312) 324-8605
                  Fax: (312) 324-9400

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Les Meubles Saint Damase, Inc.              $700,000
246 Principale
St. Damase, Quebec JOH 1J0

Travel Escape, LLC                          $500,000
dba Expedia Travel
10190 Covington Cross Drive
Las Vegas, NV 89144

DLA Piper US LLP                            $171,000
203 North LaSalle Street, Suite 1900
Chicago, IL 60601

JL Furnishings                              $125,000

Crane Revolving Door                        $106,000

The Puckett Group, Inc.                      $78,725

Hudson Boiler                                $69,045

TIG Global, LLC                              $49,889

Life Fitness                                 $46,146

Midwest Contract Glazing                     $38,777

EEC Industries                               $38,000

Exel Freight                                 $35,000

Travel Tech Group                            $32,988

West Paces                                   $29,509

Sally Fourmy & Association                   $28,858

Casa Madrona Hotel & Spa                     $28,556

Altour International                         $26,791

Spargo & Associates                          $23,878

Mid America Telephone Systems                $23,723

Francois Geneve Products                     $22,000


CHIQUITA BRANDS: Outlines Restructuring Plan to Improve Earnings
----------------------------------------------------------------
Chiquita Brands International, Inc. outlined a restructuring plan
and management changes designed to accelerate its previously
announced strategy to become the global leader in healthy, fresh
foods.  This business restructuring is designed to improve the
company's profitability by consolidating operations and
simplifying its overhead structure to improve efficiency,
stimulate innovation and further enhance focus on customers and
consumers.

As a result of these changes, the company expects to generate new,
sustainable cost reductions of approximately $60 million to 80
million annually, beginning in 2008, after a one-time charge of
approximately $25 million in the fourth quarter 2007 related to
severance costs and certain asset write-downs.  Realized savings
will improve profitability, and resulting additional cash flow
will be used primarily to reduce debt, consistent with the
company's target to achieve a debt-to-capital ratio of 40%.

"Since 2005, market dynamics and the competitive landscape have
been rapidly changing, which has limited our profitability and
slowed the execution of our strategy," Fernando Aguirre, chairman
and chief executive officer, said.  "While we have already taken
various actions to strengthen our balance sheet, improve our risk
profile, and diversify the company, we continue to endure rising
industry costs, punitive European banana import regulations, and a
slower-than-expected recovery in the value-added salads category.  
We began a major analysis in the summer when we realized the
effects of these negative forces were impacting our profit plans
longer than originally anticipated.  As a result of this analysis,
we are taking several significant broad-based actions across the
business, which are designed to improve our performance in areas
we can more directly influence and control."

"The changes we are making will result in fewer layers of
management, better and faster decisions and improved
accountability," Mr. Aguirre added.  "Also, we will drive greater
integration and efficiency across business units and geographies,
resulting in one face to customers, one global supply chain from
seed to shelf, and one global innovation program with targeted
priorities and better execution.  Taken together, I am confident
these actions will strengthen our long-term market position and
enhance our ability to achieve sustainable, profitable growth."

The $60 million to 80 million of annual cost savings are expected
to come primarily from two areas:

   (1) a simplification and reduction of the company's
       operating and corporate overhead structure, including
       the elimination of more than 160 management positions
       worldwide, or a 21% reduction at the three highest
       levels, and related reductions in administrative
       expenses; and

   (2) business model changes, including network optimization,
       and the planned exit from certain nonstrategic or   
       unprofitable businesses.  All of these changes will be
       made in a manner designed to maintain high-quality
       service to customers and consumers, consistent with
       existing legal and contractual obligations, while
       treating fairly all Chiquita employees throughout the
       world who are impacted by the changes.

              Simplified Organizational Structure

Chiquita has simplified its organizational structure and realigned
it by geography, rather than product line.  In addition, the
company's product supply organization, innovation efforts and
certain corporate support functions have been consolidated
worldwide to drive greater network efficiency, prioritize the
development of higher-margin, value-added products, and improve
the company's market competitiveness.

The company reported these changes in the roles and
responsibilities of senior management positions, all of which will
report directly to CEO Fernando Aguirre:

   * Michel Loeb, President, Europe and Middle East

     Mr. Loeb will be responsible for all aspects of the
     company's operations throughout Europe and the Middle
     East, including bananas, other produce and diversified
     value-added products such as Just Fruit in a Bottle.  Mr.   
     Loeb joined Chiquita in 2004 and served most recently as
     president, Chiquita Fresh Group - Europe.  He has more
     than 25 years of senior management and consumer marketing
     expertise, including experience at S.C. Johnson & Son and
     Nestle.

   * Brian W. Kocher, President, North America

     Mr. Kocher will be responsible for all aspects of the
     company's operations in North America, including value-
     added salads, bananas and other produce.  Mr. Kocher
     joined Chiquita in 2005 and served most recently as vice
     president, controller and chief accounting officer.  He
     brings more than 15 years of accounting, sales, finance
     and business process change expertise, including previous
     work experience at General Electric and Hill-Rom.

   * Tanios Viviani, President, Global Innovation and Emerging
     Markets, and Chief Marketing Officer

     Mr. Viviani joined Chiquita in 2004 and has served since
     June 2005 as president of the Fresh Express Group.  In his
     new role, Mr. Viviani will be responsible for the
     company's consolidated innovation, research, quality and
     product development initiatives worldwide, as well as
     having profit-and-loss responsibilities over certain
     emerging markets, such as Asia.  He will also coordinate    
     all marketing globally.  Before joining Chiquita, Mr.
     Viviani served for 16 years at Procter & Gamble in various
     general management, operations and new business
     development roles in the United States, Latin America and
     Asia.

   * Waheed Zaman, Senior Vice President, Product Supply
     Organization

     In this role, Mr. Zaman will lead the company's end-to-end
     supply chain, driving excellence and efficiency in the
     company's global sourcing and processing operations.  Mr.
     Zaman joined Chiquita in 2004 and served most recently as
     senior vice president, supply chain and procurement.  
     Before coming to Chiquita, Zaman held a variety of senior-
     level information technology and business process
     improvement positions during his 15 years with Procter &
     Gamble.

   * Kevin Holland, Senior Vice President, Chief People Officer

     Mr. Holland joined Chiquita in 2005 and has served most
     recently as senior vice president of human resources.  In
     this expanded role, Mr. Holland will be responsible for
     the execution of this restructuring effort.  He will
     continue to be responsible for human resources in addition
     to various corporate support functions worldwide,
     including information technology, communications,
     administrative services and security.  Before joining
     Chiquita, Mr. Holland held various senior human resources
     roles at Coors, Kinko's, Gateway and Abbott Laboratories.

The roles and responsibilities of these leaders who also report to
the CEO remain largely unchanged: Jeffrey M. Zalla, senior vice
president and chief financial officer; James E. Thompson, senior
vice president, general counsel and secretary; and Manuel
Rodriguez, senior vice president, government and international
affairs and corporate responsibility officer.

In conjunction with these organization changes, the president and
chief operating officer role at Chiquita Fresh Group has been
eliminated.  As a result, Bob Kistinger, who has served in that
capacity, has been appointed president, special assignments.  Mr.
Kistinger will serve in that role until the end of the year, at
which time he will be leaving the company to pursue new
opportunities.

"I wish to thank Bob for his many significant contributions and
for his dedication and loyalty to Chiquita for more than a quarter
century," Mr. Aguirre said.  "While we will certainly miss the
benefit of his extensive industry knowledge, Bob developed a
strong team of leaders in the company, several of whom will take
over the daily duties of his position."

                    Business Model Changes

Chiquita disclosed the downsizing of its operations in Chile and
the exit from certain unprofitable farm leases.  The company is
making several additional structural changes that will take place
over the next several months:

    * Network Optimization in North American Value-Added Salads

      The company's recent acquisition of the Verdelli Farms
      production facility in Harrisburg, Pennsylvania, will
      allow Fresh Express to rebalance its production and
      distribution network for value-added salads.  To optimize
      network efficiency, the company has decided to close its
      distribution center in Greencastle, Pennsylvania, and
      production facility in Carrollton, Georgia, over the next
      several months.  Closing these two facilities will reduce
      operating costs while further improving the freshness of
      products the company supplies to customers.  The company
      employs approximately 240 people at Carrollton and 40
      people at Greencastle.

    * Exit from U.S. Fruit Bowl Business

      Chiquita has thoroughly reviewed its fresh-cut fruit
      business and has decided to focus on its line of healthy
      snacks, such as Chiquita Apple Bites, which have achieved
      market share leadership and wide acceptance from
      customers and consumers.  However, the company's line of
      fresh-cut fruit bowls will be discontinued over the next
      several months.  As a result, the company will convert
      facilities in Edgington, Illinois, and Salinas,
      California, to focus on the production and distribution
      of value-added salads and healthy snacks.  This change
      will eliminate approximately 130 full-time positions
      dedicated to fruit-bowl production.

    * Closure of Distribution Facility

      In conjunction with the company's consolidation of its
      North American logistics operations, Chiquita will close
      its banana distribution facility in Bradenton, Florida,
      by year end.  Closing the Bradenton facility will reduce
      operating costs and is not expected to impact its current
      customers, which will continue to be served from the
      company's distribution center at Port Everglades,
      Florida.  Chiquita employs 15 people at Bradenton.

    * Exploring Strategic Alternatives for Atlanta AG

      Chiquita acquired full ownership of Atlanta AG in 2003
      and executed a successful three-year cost-saving
      turnaround plan for this unit, which has annual revenues
      in excess of $1 billion and leading market share in the
      fruit and vegetable distribution sector in Germany and
      Austria.  During the past two years, however, various
      macro-level market influences, including changes in the
      E.U. banana import regime, stiff price competition and
      consolidation of the retail sector, have combined to
      reduce Atlanta's profitability.  In addition, while
      Atlanta has significant strengths, management has
      determined that its commodity distribution business is
      not a strong fit with Chiquita's long-term strategy.  As
      a result, the company has launched a process to explore
      strategic alternatives for this unit, including a
      possible sale.  To assist with this effort, Chiquita has
      retained Taylor Companies, Inc., a Washington, D.C.-based
      investment bank specializing in synergistic mergers and
      acquisitions.  The company does not expect to disclose
      developments with respect to this process unless and
      until its board of directors has approved a definitive
      transaction.  There can be no assurance that these
      activities will ultimately lead to an agreement or a
      transaction.

           Updating Long-Term Growth Objectives in 2008

"With these actions, we are taking a major step forward to create
a more positive future for Chiquita," Mr. Aguirre concluded.  
"Furthermore, these actions will strengthen our corporate culture
and help us become more innovative and customer-focused.  This
restructuring does not change our strategic focus; rather, I am
confident that by simplifying the organization, consolidating
operations and reducing costs, we will improve our profitability
and accelerate our ability to achieve sustainable growth.  With
these changes, however, we will need to redefine our growth
targets, since the negative impacts of rising industry costs, the
E.U. tariff regime and the E. coli event have slowed down our
strategic growth plan considerably, such that reaching our goals
will take us longer than we originally estimated.  We expect to
provide more information about these long-term financial goals
early in 2008."

Cincinnati, Ohio-based Chiquita Brands International, Inc.
(NYSE: CQB) -- http://www.chiquita.com/-- markets and distributes  
fresh food products including bananas and nutritious blends of
green salads.  The company markets its products under the
Chiquita(R) and Fresh Express(R) premium brands and other related
trademarks.  Chiquita employs approximately 25,000 people
operating in more than 70 countries worldwide, including Belgium,
Columbia, Germany, Panama, Philippines, among others.

                        *     *     *

In May 2007, Moody's Investors Service Ratings affirmed these
ratings on Chiquita Brands International Inc.: corporate
family rating at B3; probability of default rating at B3; $250
million 7.5% senior unsecured notes due 2014 at Caa2(LGD5, 89%);
and $225 million 8.875% senior unsecured notes due 2015 at Caa2
(LGD5, 89%).  Moody's changed the rating outlook for Chiquita
Brands to negative from stable.


CMB CAPITAL: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: C.M.B. Capital Group, L.L.C.
        6221 West Rose Garden Lane
        Glendale, AZ 85308

Bankruptcy Case No.: 07-05713

Chapter 11 Petition Date: October 30, 2007

Court: District of Arizona (Phoenix)

Judge: Randolph J. Haines

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

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


COLUMBIA AIRCRAFT: Gets Court Nod to Auction Assets on November 27
------------------------------------------------------------------
Columbia Aircraft Manufacturing Corporation has obtained authority
from the U.S. Bankruptcy Court for the District of Oregon to sell
substantially all of its assets to Cessna Aircraft Company subject
to higher and better offers.

As reported in Troubled Company Reporter on Sept. 26, 2007, the
Debtor asked the Court to approve the sale of substantially all of
its assets to Cessna, a subsidiary of Textron Inc.  The Debtor
also asked the Court to established bidding procedures.

Cessna has offered $14,000,000 cash for the assets plus the
assumption of unsecured assumed liabilities of approximately
$8,500,000 and the secured claim of Garmin International Inc. in
an amount not to exceed $2,000,000.  As stalking-horse bidder,
Cessna will be entitled to a $500,000 break-up fee.

The Court has set the auction for the assets on Nov. 27, 2007, at
8:00 a.m. Pacific Standard Time, in Courtroom No. 1 of the United
States Bankruptcy Court for the District of Oregon, 8th Floor,
1001 SW Fifth Avenue, in Portland, Oregon.

The hearing to consider approval of the results of the sale will
be held on the same day.

To participate in the auction, competing bids must be at least
$1,000,000 greater than the proposed purchase price and must be
received no later than 3:00 p.m. Pacific Standard time on Nov. 20,
2007.

Pursuant to the Court-approved asset sale, the liens of 1st Source
Bank, Battle Creek State Bank, Garmin International Inc., the
Government of Malaysia Minister of Finance Inc., and Composites
Technology Research (Malaysia) Sdn Bdh will be attached to the
sale proceeds in the same order of priority they attach to the
property.   

ING Financial Markets LLC, the Debtor's proposed financial advisor
and investment banker, is seeking a success fee equal to the
greater of 1.5% of the aggregate sales price or $1,150,000.

Bridge Associates LLC, another proposed financial advisor and
investment banker to the Debtor, is seeking incentive compensation
equal to 2% of cash sales proceeds to Debtor from a sale to a
purchaser other than Cessna.

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).  Leon Simson, Esq., Albert
N. Kennedy, Esq., and Timothy J. Conway, Esq., at Tonkon Torp
LLP represent the Debtor in its restructuring efforts.  James
Ray Streinz, Esq., and Johnston A. Mitchell, Esq., at McEwen
Gisvold LLP serve as counsel to the Official Committee of
Unsecured Creditors.  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.


COMMSCOPE INC: Earns $60.3 Million in 3rd Quarter Ended Sept. 30
----------------------------------------------------------------
CommScope Inc. disclosed Tuesday third quarter results for the
period ended Sept. 30, 2007.
   
For the third quarter of 2007, CommScope reported net income of
$60.3 million on sales of $513.6 million.  For the third quarter
of 2006, CommScope reported net income of $43.6 million on sales
of $466.1 million.  The reported net income for the third quarter
of 2006 included after-tax charges of $1.9 million related to
restructuring costs. Excluding this special item, adjusted third
quarter 2006 earnings were $45.5 million.

"We are pleased to deliver another strong quarter as all of our
operating segments continue to benefit from the global demand for
bandwidth," said CommScope chairman and chief executive officer,
Frank M. Drendel.  "We believe that video, data intensive
applications, mobility and dynamic websites create an ongoing need
for infrastructure solutions for communication networks.  With our
acquisition of Andrew Corporation on track to be completed by the
end of this year, we believe that CommScope, as a global leader in
'last mile' infrastructure solutions, will be solidly positioned
to continue to benefit from these long-term trends," Drendel
added.

Sales for the third quarter of 2007 increased 10.2% year over
year, primarily driven by increased volume in all three segments,
with particular strength in the Carrier segment.  Carrier segment
sales increased 32.1% year over year to $112.3 million.  These
robust sales result from strong growth in all Carrier product
areas.

Operating income for the third quarter of 2007 increased 25% year
over year to $81.4 million, or 15.8% of sales.  In the  year-ago
quarter, operating income was $64.9 million, or 13.9% of sales.  
Excluding restructuring costs in the year ago quarter, operating
income would have been $67.9 million, or 14.6% of sales.

Net cash provided by operating activities in the third quarter of
2007 was $80.7 million.  Capital spending in the quarter was
$7.0 million.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$1.55 billion in total assets, $583.1 million in total
liabilities, and $967.1 million in total shareholders' equity.

                        Andrew Acquisition

As reported in the Troubled Company Reporter on June 29, 2007,
CommScope Inc. and Andrew Corporation entered into a
definitive agreement, unanimously approved by their respective
Boards of Directors, under which CommScope will acquire all of the
outstanding shares of Andrew for $15.00 per share, at least 90% in
cash.  

"As we approach the closing of the Andrew acquisition, we are
increasingly excited about the prospects of combining our talented
work forces and extensive portfolios of 'last mile' solutions,"
Mr. Drendel stated.  "We continue to believe that cost reductions,
growth opportunities and other synergies inherent in this
combination will drive increased value for our stockholders.  We
have been working with our colleagues at Andrew on integration
planning and we believe that once this transaction is completed,
we will be well-prepared to begin integrating our two industry
leading organizations."

The transaction is subject to completion of customary closing
conditions, including effectiveness of a registration statement on
Form S-4, approval by Andrew's stockholders, clearance under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
and any other applicable laws or regulations.  The companies
continue to expect to close the transaction before the end of
2007.

                       About CommScope Inc.

Based in Hickory, North Carolina, CommScope Inc. (NYSE: CTV) --
http://www.commscope.com/-- is a world leader in infrastructure  
solutions for communication networks.  Through its SYSTIMAX(R)
Solutions(TM) and Uniprise(R) Solutions brands, CommScope is the
global leader in structured cabling systems for business
enterprise applications.  It is also the world's largest
manufacturer of coaxial cable for Hybrid Fiber Coaxial
applications.  

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 19, 2007,
Standard & Poor's Ratings Services affirmed its ratings on
CommScope Inc. and Westchester, Illinois-based Andrew Corp. and
removed them from CreditWatch, where they were placed on June 27,
2007, with negative implications.  S&P also affirmed the 'BB-'
corporate credit and 'B' subordinated debt ratings for both
companies.  The ratings on Andrew will be withdrawn following its
acquisition and debt refinancing.  The outlook is stable.


CORPUS CHRISTI: Case Summary & Five Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Corpus Christi Resources LLC
        711 North Carancahua Street, Suite 728
        Corpus Christi, TX 78475

Bankruptcy Case No.: 07-20576

Chapter 11 Petition Date: October 29, 2007

Court: Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: Rhett G. Campbell, Esq.
                  Tye Hancock, Esq.
                  Thompson & Knight, LLP
                  333 Clay Street, Suite 3300
                  Houston, TX 77002-4499
                  Tel: (713) 654-8111
                  Fax: (713) 654-1871

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Five Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Bryant Plaza LLC                 Morgan Oil Terminal   $8,310,120
c/o Drew Darby, Esq.             200 Morgan Avenue
136 West Twohig Avenue           Brooklyn, New York
San Angelo, TX 76903             11237-1014

NYCTL 1996-1 Trust, NYCTL        Morgan Oil Terminal   $4,000,000
1998-2 Trust
c/o The Bank of New York
101 Barclay Street
New York, NY 10286

Treasury Building LLC            Unexplained Claims    $5,450,000
633 Northeast 167th Street
Suite 925
Miami, FL 33162

NYS Department of                Morgan Oil Terminal     $633,448
Environmental Conservation
625 Broadway
Albany, NY 12233-0001

NYC Department of Finance        Morgan Oil Terminal     $475,000
P.O. Box 32
Church Street Station
New York, NY 10008-0032


COUNTRYWIDE: Fitch Takes Rating Actions on Various Classes
----------------------------------------------------------
Fitch Ratings has taken rating actions on these Countrywide
transactions:

CWALT 2005-49CB:

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

CWALT 2005-55CB Group 1:

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

CWALT 2006-6CB:

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

CWALT 2006-14CB:

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

CWALT 2006-23CB:

  -- Class A affirmed at 'AAA';
  -- Class M rated 'AA' is placed on Rating Watch Negative;
  -- Class B-1 downgraded to 'BBB+' from 'A';
  -- Class B-2 downgraded to 'BB' from 'BBB';
  -- Class B-3 downgraded to 'C/DR4' from 'BB';
  -- Class B-4 downgraded to 'C/DR5' from 'B'.

CWALT 2006-24CB:

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

CWALT 2006-28CB:

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

CWALT 2006-30T1:

  -- Class A affirmed at 'AAA';
  -- Class M downgraded to 'AA-' from 'AA';
  -- Class B-1 downgraded to 'BBB+' from 'A';
  -- Class B-2 downgraded to 'B+' from 'BBB';
  -- Class B-3 downgraded to 'C/DR4' from 'BB';
  -- Class B-4 downgraded to 'C/DR5' from 'B'.

CWALT 2006-36T2:

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 downgraded to 'AA-' from 'AA';
  -- Class B-1 downgraded to 'BBB+' from 'A';
  -- Class B-2 downgraded to 'BB' from 'BBB';
  -- Class B-3 downgraded to 'CCC/DR3' from 'BB';
  -- Class B-4 downgraded to 'C/DR4' from 'B'.

CWALT 2006-40T1:

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 downgraded to 'AA-' from 'AA';
  -- Class M-3 downgraded to 'A-' from 'A';
  -- Class M-4 downgraded to 'BBB+' from 'A';
  -- Class B-1 downgraded to 'BB+' from 'BBB';
  -- Class B-2 downgraded to 'BB' from 'BBB';
  -- Class B-3 downgraded to 'C/DR4' from 'BB';
  -- Class B-4 downgraded to 'C/DR5' from 'B'.

CWALT 2006-45T1:

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 downgraded to 'AA' from 'AA+';
  -- Class M-3 affirmed at 'AA';
  -- Class M-4 downgraded to 'AA-' from 'AA';
  -- Class M-5 downgraded to 'A' from 'AA-';
  -- Class M-6 downgraded to 'A-' from 'A+';
  -- Class M-7 downgraded to 'BBB' from 'A';
  -- Class M-8 downgraded to 'BBB-' from 'BBB+';
  -- Class M-9 downgraded to 'BB' from 'BBB+';
  -- Class M-10 downgraded to 'B+' from 'BBB';
  -- Class B-1 downgraded to 'B+' from 'BBB-';
  -- Class B-2 downgraded to 'C/DR4' from 'BB+';
  -- Class B-3 downgraded to 'C/DR5' from 'BB';
  -- Class B-4 downgraded to 'C/DR5' from 'B'.

CWALT 2006-J3:

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

CWALT 2006-J6:

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

The collateral of the above transactions primarily consists of 30-
and 15-year fixed-rate mortgage loans extended to Alt-A borrowers
and are secured by first liens, primarily on one- to four-family
residential properties.  As of the September 2007 distribution
date, the above transactions are seasoned from 10 (series 2006-
45T1) to 26 (series 2005-49CB) months.  The pool factors (current
mortgage loan principal outstanding as a percentage of the initial
pool) range from 79% (series 2005-49CB) to 91% (series 2006-45T1).  
The loans are master serviced by Countrywide Home Loans Servicing,
LP (rated 'RMS2+' by Fitch).

The affirmations, affecting approximately $7.8 billion of
outstanding certificates, reflect a stable relationship between
credit enhancement and future loss expectations.  The downgrades,
affecting approximately $217.0 million in outstanding
certificates, and classes placed on Rating Watch Negative,
affecting approximately $22 million of outstanding certificates,
reflect deterioration in the relationship between CE and loss
expectation.


CRDENTIA CORP: Inks Pact to Acquire Medical People for $1.25 Mil.
-----------------------------------------------------------------
Crdentia Corp. has signed a definitive agreement to acquire
Medical People Healthcare Services Inc.

Approximately 65% of MPHS's revenues are from healthcare staffing
in the nursing home segment, with the remaining revenues from
services to local hospitals and other healthcare facilities.  
Terms of the acquisition include $750,000 in cash and $500,000 in
a 3-year note payable.  Crdentia expects this acquisition to close
in the next two weeks.  The acquisition is expected to be
immediately accretive to Crdentia.

Crdentia believes that this acquisition will augment the services
Crdentia currently offers in Alabama with a strong presence in
nursing home staffing -- bringing Crdentia closer to becoming a
one-stop-shop for healthcare staffing needs.  Amy Disney from MPHS
has joined Crdentia's senior management team and will be
responsible for overseeing the acquired operations.  Integration
of the acquisition will begin upon closure.

"I am very pleased to announce Crdentia's acquisition of Medical
People Healthcare Services, Inc.," Crdentia's Chief Executive
Officer John Kaiser, said.  "The company is a successful and
reputable brand with a strong presence in the Alabama market. As
part of our overall expansion strategy that focuses on the Sun
Belt region of the United States, this is a valuable acquisition
that triples our business in Alabama, adds many new customers
without any contract overlaps, and increases Crdentia's overall
projected revenue by 10%, after including the Company's recent
acquisition of ATS Health Services.  In addition, Crdentia will
add substantial experience to its management team with the
addition of Amy Disney who has over twenty years of executive
level experience in the healthcare staffing industry.  With this
accretive strategic acquisition, Crdentia moves closer to our goal
of being a major medical staffing company in the Sun Belt and
one of the largest healthcare staffing companies in the country."

                      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.


CROWN CASTLE: Posts $67 Million Net Loss in Quarter Ended Sept. 30
------------------------------------------------------------------
Crown Castle International Corp. reported Tuesday results for the
quarter ended Sept. 30, 2007.  On Jan. 12, 2007, Global Signal
Inc. merged into a subsidiary of Crown Castle.  These reported
results include the effect of the merger for the third quarter of
2007 and are compared to (i) pre-Merger historical results of
Crown Castle for prior fiscal periods and (ii) selected pro forma
results for the third quarter of 2006, assuming the merger was
completed on Jan. 1, 2006.

Net loss was $67.0 million for the third quarter of 2007,
inclusive of (i) a $57.7 million asset write-down charge and
$3.1 million restructuring charge related to the long-term
spectrum lease announced in July 2007, (ii) a $63.4 million
increase in depreciation, amortization and accretion expense
primarily relating to the merger, (iii) $4.7 million of merger
integration costs, and (iv) an improvement in benefit for income
taxes of $32.5 million, compared to a net loss of $15.6 million
for the same period in 2006.

Net loss after deduction of dividends on preferred stock was
$72.2 million in the third quarter of 2007, compared to a loss of
$20.8 million for the same period last year.  

Total net revenues increased to $351.7 million for the third
quarter ended Sept. 30, 2007, from net revenues of $200.9 million
in the same period last year.  Site rental revenue for the third
quarter of 2007 increased $147.8 million, or 82.6%, to
$326.8 million from $179.0 million for the same period in the
prior year.  Pro forma site rental revenue growth was 7.3%,
comparing reported third quarter 2007 results to pro forma third
quarter 2006 results, exclusive of approximately $1.1 million and
$6.5 million of out of run-rate items in the third quarter of 2007
and the third quarter of 2006, respectively.  

Site rental gross margin, defined as site rental revenue less site
rental cost of operations, increased $91.2 million, or 73.7%, to
$214.9 million in the third quarter of 2007 from the same period
in 2006.  Pro forma site rental gross margin growth was 10.0%,
comparing reported third quarter 2007 results to pro forma third
quarter 2006 results, exclusive of the previously mentioned out of
run-rate site rental revenue.  Adjusted EBITDA for the third
quarter of 2007 increased $85.5 million, or 77.6%, to
$195.8 million, from the same period in 2006.

"We had another solid quarter, exceeding the midpoint of our third
quarter outlook for site rental revenue, site rental gross margin,
adjusted EBITDA and recurring cash flow," stated John P. Kelly,
president and chief executive officer of Crown Castle.  "Our new
leasing pipeline continues to build.  Further, with the AWS
spectrum clearing process well underway, our confidence in the
growth of new leasing revenue continues to increase.  In addition,
we made significant progress in the third quarter with the
integration of the Global Signal assets and anticipate that we
will be substantially complete by the end of the year.  Along with
the third quarter results, we are announcing our full year 2008
outlook which suggests approximately 25% year-over-year growth in
recurring cash flow per share, which is at the high end of our
previously stated annual growth goal of 20% to 25%.  Our
expectation for growth in recurring cash flow per share reinforces
our belief that our well-located assets, industry-leading customer
service, and efficient capital structure will create short and
long-term value for our shareholders."

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$10.51 billion in total assets, $6.78 billion in total
liabilities, $313.6 million in redeemable preferred stock, and
$3.41 billion in total shareholders' equity.

                       Recurring Cash Flow

Recurring cash flow, defined as adjusted EBITDA less interest
expense and sustaining capital expenditures, increased by
$39.2 million, or 63.8%, from $61.6 million in the third quarter
of 2006 to $100.8 million for the third quarter of 2007, inclusive
of approximately $18.9 million of additional interest expense from
the $1.15 billion in borrowings in the fourth quarter of 2006 and
first quarter of 2007 to reduce potential and actual shares
outstanding by 33.7 million shares.  

                    Investments and Liquidity

During the third quarter of 2007, Crown Castle invested
approximately $66.3 million in capital expenditures.  Capital
expenditures was comprised of $5.6 million of sustaining capital
expenditures and $60.7 million of revenue generating capital
expenditures, of which $34.7 million was spent on land purchases,
$10.9 million on existing sites and $15.1 million on the  
construction of new sites.

                       About Crown Castle

Based in Houston, Crown Castle International Corp. (NYSE: CCI) --
http://www.crowncastle.com/-- engineers, deploys, owns and  
operates technologically advanced shared wireless infrastructure,
including extensive networks of towers.  Crown Castle offers
significant wireless communications coverage to 91 of the top 100
US markets and to substantially all of the Australian population.
Crown Castle owns, operates and manages over 22,000 and over 1,400
wireless communication sites in the US and Australia,
respectively.

                          *     *     *

Crown Castle International Corp. still carries Standard & Poor's
'BB' corporate credit rating, on CreditWatch with negative
implications.


CSC HOLDINGS: Moody's Holds Rating on Sr. Credit Facility at Ba2
----------------------------------------------------------------
Moody's Investors Service confirmed the ratings of Cablevision
Systems Corporation, CSC Holdings, Inc. and Rainbow National
Services LLC.  However, given the uncertainty regarding the
company's fiscal plan following the rejected offer to take the
company private, Moody's assigned a developing outlook to
Cablevision and Rainbow pending a more thorough understanding of
its strategy going forward.

Although Moody's believes that another very leveraging transaction
over the near term is unlikely due to negative changes within the
credit environment, the rating agency expects the company to
evaluate a range of options including investing in business
expansion, selling assets and future shareholder oriented rewards
such as share repurchases or dividends.  Greater clarity is
anticipated by year end.  Additionally, in Moody's view,
Cablevision and Rainbow's existing capital structure is sufficient
to meet the company's current liquidity needs.

Cablevision's B1 corporate family rating continues to incorporate
the shareholder orientation of the controlling shareholder, the
Dolan family, as well as the more event driven nature of the
combined businesses, including investments in speculative
ventures.  In addition, the rating considers the increasingly
competitive environment for incumbent cable operators and
Cablevision, more specifically, given its exposure to Verizon and
its investments in FiOS within Cablevision's footprint.  Moreover,
despite continued growth from the increased penetration of data
and telephony, the products in these markets are beginning to
mature (especially data) and the cable company's growth trajectory
is expected to slow.  Notwithstanding these challenges,
Cablevision' cable Restricted Group continues to reflect strong
operating performance and could be poised to de-lever absent other
material strategic changes implemented by the Dolan family.
Cablevisions's financial metrics reflect the characteristics of a
strongly positioned B1 operator, however, a more positive outlook
will hinge on whether the company intends to operate with its
current capital structure (or something similar given the maturity
schedule), acquire or otherwise re-lever.  Notably, Cablevision's
current rating incorporates a fair amount of debt capacity (about
two turns debt/EBITDA) and a Ba3 rating would assume the company
could commit to maintaining leverage below 6 times.

Rainbow's B1 corporate family rating also reflects the shareholder
orientation and potential for speculative investments.  Rainbow's
cash generating ability has been a source of capital for the more
speculative ventures of its parent company, Rainbow Media
Enterprises.  In addition, Rainbow lacks diversity both because
its value is concentrated in one asset, AMC, and because of the
concentration of its customers among a small number of MSOs.  
However, Rainbow's financial metrics are quite strong for its
rating category and should some clarity be provided regarding the
company's funding of speculative investments held at other
entities, as well as other potential strategic alternatives,
Rainbow's rating outlook could change to positive.

Moody's has taken these ratings action:

Cablevision Systems Corporation

    * Corporate Family Rating -- Confirmed B1

    * Probability of Default Rating -- Confirmed B1

    * Senior Unsecured Regular Bond/Debenture -- Confirmed B3,
      LGD6 -- 93%

CSC Holdings, Inc.

    * Senior Secured Bank Credit Facility -- Confirmed Ba2,
      LGD2 -- 24%

    * Senior Unsecured Regular Bond/Debenture -- Confirmed B2,
      LGD5 -- 73%

Rainbow National Services LLC

    * Corporate Family Rating -- Confirmed B1

    * Probability of Default Rating -- Confirmed B1

    * Senior Secured Bank Credit Facility -- Downgraded to Ba2,
      LGD2 -- 24%, from Ba1, LGD2 -- 19%

    * Senior Unsecured Regular Bond/Debenture -- Confirmed B2,
      LGD4 -- 69%

    * Senior Subordinated Regular Bond/Debenture -- Confirmed B3,
      LGD5 -- 89%

Outlook Actions:

CSC Holdings, Inc.

    * Outlook, Changed To Developing from Rating Under Review

Cablevision Systems Corporation

    * Outlook, Changed To Developing from Rating Under Review

Rainbow National Services LLC

    * Outlook, Changed To Developing from Rating Under Review

Separately, Moody's downgraded the rating of RNS' senior secured
credit facilities to Ba2, from Ba1, due to the changes in RNS'
capital structure following the redemption of $175 million of RNS'
senior subordinated notes in September 2007.  The downgrade of
RNS' senior secured credit facilities reflects the reduction in
junior capital cushion following the redemption of $175 million of
senior subordinated notes due 2014.

Headquartered in Bethpage, New York, Cablevision Systems
Corporation is a domestic cable multiple system operator serving
approximately 3 million subscribers in and around the metropolitan
New York area.

Rainbow National Services LLC, headquartered in Jericho, New York,
supplies television programming to cable television and direct
broadcast service providers throughout the United States. The
company operates three entertainment programming networks,
American Movie Classics, WE: Women's Entertainment, and The
Independent Film Channel.


CWMBS INC: Fitch Assigns Low-B Ratings on Four Cert. Classes
------------------------------------------------------------
Fitch has rated CWMBS, Inc.'s mortgage pass-through certificates,
CHL Mortgage Pass-Through Trust 2007-19 as:

Group 1:
  -- $364,740,002 classes 1-A-1 through 1-A-3, 1-X, 1-PO and A-
     R certificates (senior certificates) 'AAA';
  -- $5,843,400 class 1-M certificates 'AA';
  -- $2,639,000 class 1-B-1 certificates 'A';
  -- $942,500 class 1-B-2 certificates 'BBB';
  -- $1,508,000 non-offered class 1-B-3 certificates 'BB';
  -- $377,000 non-offered class 1-B-4 certificates 'B';

Group 2:
  -- $64,185,575 classes 2-A-1 through 2-A-3, 2-X and 2-PO
     certificates (senior certificates) 'AAA';
  -- $1,734,000 class 2-M certificates 'AA';
  -- $782,000 class 2-B-1 certificates 'A';
  -- $306,000 class 2-B-2 certificates 'BBB';
  -- $510,000 non-offered class 2-B-3 certificates 'BB';
  -- $136,000 non-offered class 2-B-4 certificates 'B';

The 'AAA' rating on the Group 1 senior certificates reflects the
3.25% subordination provided by the 1.55% class 1-M, the 0.70%
class 1-B-1, the 0.25% class 1-B-2, the 0.40% non-offered class 1-
B-3, the 0.10% non-offered class 1-B-4 and the 0.25% non-offered
class 1-B-5 (not rated by Fitch).  Classes 1-M, 1-B-1, 1-B-2, 1-B-
3, and 1-B-4 are rated 'AA', 'A', 'BBB', 'BB', and 'B' based on
their respective subordination only.

The 'AAA' rating on the Group 2 senior certificates reflects the
5.60% subordination provided by the 2.55% class 2-M, the 1.15%
class 2-B-1, the 0.45% class 2-B-2, the 0.75% non-offered class 2-
B-3, the 0.20% non-offered class 2-B-4 and the 0.50% non-offered
class 2-B-5 (not rated by Fitch).  Classes 2-M, 2-B-1, 2-B-2, 2-B-
3, and 2-B-4 are rated 'AA', 'A', 'BBB', 'BB', and 'B' based on
their respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the rating also reflects
the quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP, rated 'RMS2+'
by Fitch, a direct wholly owned subsidiary of Countrywide Home
Loans, Inc.

The certificates represent ownership interests in a trust fund
that consists of two pools of mortgage loans.  The certificates
whose class designation begins with 1 and 2 correspond to pools 1
and 2, respectively.  Each of the certificates generally receives
distributions based on principal and interest collected from
mortgage loans in its corresponding mortgage pool.  The two groups
will not be cross-collateralized.

Loan group 1 will consist primarily of 30-year conventional, fixed
rate mortgage loans secured by first liens on one-to-four family
residential properties.  Loan group 2 will consist primarily of
40-year conventional, fixed rate mortgage loans secured by first
liens on one- to four-family residential properties.  Group 1
consists of 588 loans.  As of the cut-off date, Oct. 1, 2007, the
average mortgage pool balance is $641,144 with an approximate
weighted-average original loan-to-value ratio of 74.91%.  The
weighted average FICO credit score is approximately 747.  Cash-out
refinance loans represent 12.56% of the mortgage pool and second
homes 4.76%.  The states that represent the largest portion of
mortgage loans are California (38.76%), Texas (5.46%), New York
(5.21%) and Florida (5.01%).  All other states represent less than
5% of the pool as of the cut-off date.

Group 2 consists of 125 loans. As of the cut-off date, Oct. 1,
2007, the average mortgage pool balance is $543,953, with an
approximate OLTV of 75.91%.  The weighted average FICO credit
score is approximately 736.  Cash-out refinance loans represent
30.12% of the mortgage pool.  There are no second home purchases
in this pool.  The states that represent the largest portion of
mortgage loans are California (57.09%), New York (7.91%) and
Virginia (7.88%).  All other states represent less than 5% of the
pool as of the cut-off date.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


DEVELOPERS DIVERSIFIED: Earns $32.7 Million in Qtr. Ended Sept. 30
------------------------------------------------------------------
Developers Diversified Realty Corporation reported operating
results for the third quarter ended Sept. 30, 2007.

The company reported net income available to common shareholders
of $32.7 million on revenues of $234.1 million for the three
months ended Sept. 30, 2007, as compared to $49.0 million on
revenues of $194.2 million for the prior-year comparable period.  

For the three months ended Sept. 30, 2007, Funds from Operations
available to common shareholders was $99.5 million, as compared to
$91.7 million for the three months ended Sept. 30, 2006, an
increase of 8.5%.

Scott Wolstein, DDR's chairman and chief executive officer,
stated, "We are pleased to announce this quarter's financial
results, which reflect the consistent growth of our core portfolio
and the implementation of our investment strategy.  Our leasing
team completed a record quarter in terms of volume and rental
spreads on new leases, and our development team continued to
identify and execute on attractive investment opportunities.
Furthermore, we have proactively taken steps to improve the
quality of our portfolio through disposition, development and
acquisition and allocate our capital to where we expect the best
returns.  These actions have had the complementary effect of
strengthening our balance sheet and enhancing our liquidity
position."

                        Nine Month Results

For the nine months ended Sept. 30, 2007, FFO available to common
shareholders was $365.0 million, as compared to $287.7 million for
the nine months ended Sept. 30, 2006, an increase of 26.9%.  Net
income available to common shareholders was $192.9 million for the
nine months ended Sept. 30, 2007, as compared to $149.9 million
for the prior-year comparable period.  The increase in net income
for the nine months ended Sept. 30, 2007, is primarily related to
the merger with IRRETI, the release of certain valuation reserves
and an increase in the gain on sale of assets including those
recognized through the company's merchant building program and
promoted income earned from certain joint ventures.  These
increases were partially offset by a non-cash charge relating to
the redemption of preferred shares, certain integration related
costs and a charge relating to the departure of the company's
former president.

                 Common Share Repurchase Program

During the second quarter of 2007, the company's Board of
Directors authorized a common share repurchase program.  Under the
terms of the program, the company may purchase up to a maximum
value of $500 million of its common shares during the next two
years.  Through Oct. 25, 2007, the company repurchased 2.2 million
of its common shares in open market transactions at an aggregate
cost of approximately $105.8 million at a weighted-average price
per share of $48.42.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$8.91 billion in total assets, $5.59 billion in total liabilities,
$115.7 million in minority interests and $3.21 billion in total
shareholders' equity.

                   About Developers Diversified

Based in Beachwood, Ohio, Developers Diversified Realty
Corp. (NYSE: DDR) -- http://www.ddr.com/-- owns and manages over  
740 retail operating and development properties in 45 states, plus
Puerto Rico, Brazil, Russia and Canada, totaling over 160 million
square feet.  Developers Diversified Realty is a self-administered
and self-managed real estate investment trust operating as a fully
integrated real estate company which acquires, develops, leases
and manages shopping centers.

                          *     *     *

Developers Diversified Realty Corporation continues to carry Fitch
BB+ preferred stock rating.  Outlook is stable.


DOJ LLC: Moody's Says Ratings Remain on Review
----------------------------------------------
Moody's Investors Service assigned a Ba3 rating to ReAble
Therapeutics Finance LLC's proposed $100 million senior secured
revolver and $1,055 million senior secured term loan as well as a
Caa1 rating to the company's proposed $575 million senior
unsecured notes.  Upon the close of the transaction, Moody's will
be re-assigning the Corporate Family Rating, Probability of
Default Rating and Speculative Grade Liquidity Rating to ReAble
Therapeutics Finance LLC (the highest entity with rated debt) from
ReAble Therapeutics, Inc.

At that time, Moody's anticipates confirming the company's B2
Corporate Family Rating, B2 Probability of Default Rating and Caa1
rating for its existing $200 million senior subordinated notes
with the outlook revised to negative.  Additionally, Moody's
anticipates downgrading the company's Speculative Grade Liquidity
Rating to SGL-3 from SGL-2.  Thereafter, ReAble Therapeutics
Finance LLC will be renamed DJO Finance LLC and will be the
borrower under the revolver and term loan as well as the issuer
under the senior unsecured notes and senior subordinated notes.

Moody's continued the rating review for possible downgrade of DJO,
LLC's existing ratings with the expectation that they will be
confirmed and withdrawn at the close of the transaction.  In
addition, Moody's continued the rating review for possible
downgrade for the ratings on ReAble Therapeutics Finance LLC's
existing senior secured revolver and senior secured term loan with
the anticipation that they will be confirmed and withdrawn at the
close of the transaction.

The revision of the ratings outlook to negative from stable
reflects the increased amount of pro forma debt that the company
will inherit as part of the acquisition.  Additionally, Moody's
expects free cash flow to remain modest through the ratings
horizon as the company incurs additional interest expense and
costs associated with the integration of the two entities.  The
ratings outlook incorporated Moody's expectation that the company
will continue its acquisition strategy over the near term within
the constraints of the senior secured credit facilities.

The downgrade of the Speculative Grade Liquidity rating to SGL-3
from SGL-2 reflects the modest amount of free cash flow through
June 30, 2008, availability under the $100 million proposed senior
secured revolving credit facility and the covenant lite structure
of the proposed credit facilities.  The credit facilities will
only have one financial covenant (e.g. maximum senior secured
leverage ratio).

Ratings are subject to review of final documentation.

These ratings were assigned to ReAble Therapeutics Finance LLC:

    -- Ba3 (LGD2/27%) senior secured debt rating for a
       $100 million Senior Secured Revolver;

    -- Ba3 (LGD2/27%) senior secured debt rating on a
       $1,055 million Senior Secured Term Loan; and

    -- Caa1 (LGD5/78%) senior unsecured debt rating on
       $575 million Senior Unsecured Notes.

At the close of the transaction, these ratings will be re-assigned
from ReAble Therapeutics, Inc. to ReAble Therapeutics Finance,
LLC:

    -- B2 Corporate Family Rating;

    -- B2 Probability of Default Rating; and

    -- Caa1 (to LGD6/94% from LGD5/80%) rating on the $200 million
       Senior Subordinated Notes.

At the close of the transaction, these rating will be re-assigned
from ReAble Therapeutics, Inc. and downgraded at ReAble
Therapeutics Finance, LLC:

    -- Downgrade to SGL-3 from SGL-2 -- Speculative Grade
       Liquidity rating.

These ratings for DJO, LLC will remain on review for possible
downgrade and will be confirmed and withdrawn at the close of the
transaction:

    -- Ba3 Corporate Family Rating;

    -- B1 Probability of Default Rating;

    -- SGL-2 Speculative Grade Liquidity Rating;

    -- Ba3 (LGD3/33%) senior secured debt rating on a Senior
       Secured Revolver; and

    -- Ba3 (LGD3/33%) senior secured debt rating on a Senior
       Secured Term Loan.

Headquartered in Austin, Texas, ReAble Therapeutics Finance LLC is
a diversified orthopedic device company.  ReAble is owned by The
Blackstone Group, a private equity firm.  For the twelve months
ended June 30, 2007, the company reported $391 million in
revenues.

Headquartered in Vista, California, DJO, Incorporated is a global
provider of solutions for musculoskeletal and vascular health,
specializing in rehabilitation and regeneration products.  
Currently, DJO is in the process of being acquired by ReAble.  For
the twelve months ended June 30, 2007, the company reported
$459 million in revenues.


DONNA JONES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Donna R. Jones
        7480 Oak Tree Lane
        Weeki Wachee, FL 34607

Bankruptcy Case No.: 07-10306

Type of Business: The Debtor owns and manages retail business
                  Donna Rochelle Jones, Inc., which does business
                  as Roger's Christmas Retail, Inc.  She also owns
                  and manages the Florida Denture Clinic.

Chapter 11 Petition Date: October 30, 2007

Court: Middle District of Florida (Tampa)

Judge: Catherine Peek McEwen

Debtor's Counsel: Buddy D. Ford, Esq.
                  115 North MacDill Avenue
                  Tampa, FL 33609
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543

Total Assets: $1,955,475

Total Debts:  $2,381,581

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Ocwen                          Homestead             $175,000
12650 Ingenuity Drive          locarted at 7480
Orlando, FL 32826              Oak Tree Lane,
                               Weeki Wachee, FL
                               34607; value of
                               security:
                               $450,000; value of
                               senior lien:
                               $374,448

Department 56                  Business Debt         $92,107
One Village Place
6436 City West Parkway
Eden Prairie, MN 55344

Oak Hill Hospital              Medical Expense       $83,130
P.O. Box 99400
Louisville, KY 40269

Ohio Wholesale, Inc.           Business Debt         $48,070

Estate of Margaret Ghietto     Unpaid rent           $42,822

North Star by Premier          Business Debt         $38,013

Sterling, Inc.                 Business Debt         $34,878

Bk. of Amer                    Recreational          $33,045

ECast Settlement Corp.         Credit                $427,009

M.B.N.A.                       Credit card           $27,009

Citicard                       CreditCard            $21,480

Roman, Inc.                    Business Debt         $13,930

Florida Suncoast Tourism       Business Debt         $12,444

Allstate Floral & Craft, Inc.  Business Debt         $11,390

Two's Company                  Business Debt-        $11,382
                               Lawsuit

Ganz USA, L.L.C.               Business Debt         $10,478

Juanita B. Sikes               Real property taxes   $10,174

Everest/P.B.O.A., Inc.         Business Debt         $8,127

Giftcraft, Inc.                Business Debt         $8,000

Manual Woodworkers & Weaver    Business Debt-        $5,957
                               Lawsuit


ENERGY PARTNERS: Extends Exchange Offer for $450MM Senior Notes
---------------------------------------------------------------
Energy Partners, Ltd. disclosed an extension of its pending offer
to the holders of $150 million principal amount of floating rate
Senior Notes due 2013 and $300 million principal amount of 9.75%
Senior Notes due 2014 to exchange such notes for a like principal
amount of its Floating Rate Senior Notes due 2013 and 9.75% Senior
Notes due 2014 which have been registered under the Securities Act
of 1933, as amended.

The expiration date for the exchange offer has been extended from
12:00 midnight New York City time on Oct. 29, 2007 to 12:00
midnight New York City time on Nov. 2, 2007, unless further
extended.  EPL said that it has been informed by the exchange
agent that as of 12:00 midnight New York City time on Oct. 29,
2007 100% of the $150 million principal amount of floating rate
Senior Notes due 2013 and 97.12% of the $300 million principal
amount of 9.75% Senior Notes due 2014 had been tendered in the
exchange offer.

Headquartered in New Orleans, Louisiana, Energy Partners Ltd.
(NYSE: EPL) -- http://www.eplweb.com/-- is an independent oil and  
natural gas exploration and production company.  Founded in 1998,
the company's operations are focused along the U. S. Gulf Coast,
both onshore in south Louisiana and offshore in the Gulf of
Mexico.

                          *     *     *

Energy Partners Ltd. holds to date Moody's Investors Services'
'B3' Corporate Family and Probability of Default Ratings, which
were placed on March 2007.


FMC REAL: Fitch Affirms 'B' Rating on $12.084MM Class H Notes
-------------------------------------------------------------
Fitch affirmed all classes of FMC Real Estate CDO 2005-1 as:

  -- 131,825,000 class A-1 floating-rate 'AAA';
  -- 43,941,000 class A-2 floating-rate 'AAA';
  -- 43,941,000 class B floating-rate 'AA';
  -- 49,434,000 class C floating-rate 'A';
  -- 34,055,000 class D floating-rate 'BBB+';
  -- 13,182,000 class E floating-rate 'BBB';
  -- 21,970,000 class F floating-rate 'BBB-';
  -- 35,153,000 class G fixed-rate 'BB';
  -- 12,084,000 class H fixed-rate 'B'.

FMC 2005-1 is a $439,519,500 revolving commercial real estate cash
flow collateralized debt obligation that closed on July 13, 2005.  
As of the Sept. 21, 2007 trustee report and based on Fitch
categorizations, the CDO was substantially invested as: commercial
mortgage whole loans/A-notes (30.5%), commercial mortgage B-notes
(24.9%), CRE mezzanine loans (36.1%), and cash (8.5%).  The CDO is
also permitted to invest in credit tenant lease loans, REIT debt,
CMBS, and CRE CDOs.

The portfolio is selected and monitored by SCFFI GP LLC, an
affiliate of Five Mile Capital.  FMC 2005-1 has a five-year
reinvestment period during which, if all reinvestment criteria are
satisfied, principal proceeds may be used to invest in substitute
collateral.  The reinvestment period ends August 2010.

Asset Manager:

Five Mile is an alternative fixed-income investment management
firm founded in February 2003 by individuals whose former
experience includes positions with Salomon Brothers Inc.,
Greenwich Capital Markets, Inc., Kidder, Peabody & Company, Inc.,
and PaineWebber Inc.  Five Mile is majority owned and controlled
by its management and minority owned by affiliates of American
International Group, Inc. and W.R. Berkley Corporation.

To date, Five Mile has launched four investment funds: Housatonic
Fund, Silvermine Fund, Structured Income Fund, of which SCFFI is a
general partner and Five Mile Capital Partners II, a successor
fund to the Structured Income Fund.  The assets for FMC 2005-1 are
from the Structured Income Fund, which has $662 million in equity
commitments and is now closed to new investors.  This fund focuses
on debt and debt-like investments secured by commercial real
estate, consumer receivables, and other asset-backed collateral.

Performance Summary:

As of the September 2007 trustee report, the CDO maintains an
above average amount of reinvestment flexibility.  The Fitch
poolwide expected loss is 32.625% compared to a modeled stressed
PEL of 56.500%.  This results in an above average re-investment
cushion of 23.875%.  The re-investment cushion remains unchanged
since the last review.

Since the last review, nineteen assets ($305.4 million) have been
added to the pool while 16 assets ($271.6 million) have paid off.

While the pool continues to be weighted more towards subordinate
debt (61.0%) the percentage of whole loans and A-notes has
increased to 30.5% from 13.0% at last review and 2.7% at closing.  
Generally, whole loans which represent senior priorities within
the loan's capital structure have less risk than the subordinate
debt; however, many of these assets are transitional in nature and
are working towards stabilization.  Further, some of the older
loans have seen decreases in cash flow.  For example, a mezzanine
loan secured by an interest in an office building located in
downtown Pittsburgh, Pennsylvania had its largest tenant, which
occupied 27% of the net rentable area, vacate in August 2007.  
Market rents have declined since issuance.  The sponsor is
currently seeking other tenants to occupy the space.

Per the Sept. 21, 2007 trustee report, the CDO is passing all its
collateral quality tests.  The weighted average spread (WAS) has
decreased to 4.55% from 5.41% at last review; however it remains
above the covenant of 4.25%.  The weighted average life remains
unchanged at 3.6 years from the last review and remains below its
maximum covenant of 7.5 years.  The short WAL implies that the
pool composition will continue to turnover during the reinvestment
period.

Additionally, the overcollateralization and interest coverage
ratios of all classes remain above their covenants, as of the
September 2007 trustee report.

Collateral Analysis:

Per the trustee report and based on Fitch categorizations, the CDO
is within all its property type covenants.  Office concentration
has significantly decreased to 26.9% from 43.0% as of the last
review, but still remains the largest property type concentration
in the pool.  Hotel and retail concentrations have increased since
last review to 25.6% and 25.4% from 14.0% and 16.85% respectively.  
There is currently no exposure to condominium conversion which was
at 4.2% at last review.

The CDO is also within all of its geographic location covenants
with the highest concentrations in Florida at 9.9% and New York at
8.3%.

The Fitch Loan Diversity Index is 436 compared to the covenant of
500.  The current LDI represents below average diversity as
compared to other CRE CDOs.

Although there is above average reinvestment cushion, upgrades
during the reinvestment period are unlikely, given that the pool
could still migrate to the modeled PEL.  The Fitch PEL is a
measure of the hypothetical loss inherent in the pool at the 'AA'
stress environment before taking into account the structural
features of the CDO liabilities.  Fitch PEL encompasses all loan,
property, and poolwide characteristics modeled by Fitch.

For a summary of the Fitch Loans of Concern and the 10 largest
loans, please refer to the FMC Real Estate CDO 2005-1 CREL
Surveyor Snapshot on the Fitch Research website, which will be
available beginning Nov. 5, 2007.


FOXTONS NORTH AMERICA: Sells Real Estate Listings for $310,000
--------------------------------------------------------------
Foxtons North America Inc. and Foxtons Inc. obtained authority
from the U.S. Bankruptcy Court for the District of New Jersey to
sell their real estate listings for $310,000 in total to two
buyers, plus 10% or more from commissions collected, according to
Bill Rochelle of Bloomberg News.

In an earlier report, Mr. Rochelle said the assets, which include
4,000 listing agreements, eight leases, and customer lists, are
being sold by the Debtors to pay off some debts.

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

Foxtons North and Foxtons Inc. filed for chapter 11 bankruptcy
protection on Oct. 5, 2005 (Bankr. D. N.J. Case Nos. 07-24497 and
07-24496).  Lawyers at Forman Holt Eliades & Ravin LLC serve as
the Debtors' counsel.  Garden City Group Inc. is the Debtors'
claims and noticing agent.  In documents submitted to the Court,
Foxtons North America disclosed total assets of $487,757 and total
liabilities of $40,885,834.  Foxtons Inc. disclosed total assets
of $2,618,254 and total liabilities of $480,945.


GE CAPITAL: S&P Lifts Rating on Class L Notes to BB+ from BB
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of commercial mortgage pass-through certificates from GE
Capital Commercial Mortgage Corp.'s series 2002-3.  Concurrently,
S&P affirmed its ratings on 10 other classes from the same series.  
Additionally S&P raised its ratings on three classes of commercial
mortgage pass-through certificates from COMM 2002-WFA.  At the
same time, S&P affirmed its ratings on the remaining three classes
from the same series.
     
The raised and affirmed ratings on the GE 2002-3 certificates
reflect credit enhancement levels that provide adequate support
through various stress scenarios.
     
The raised and affirmed ratings on the certificates backed by the
Westfield Shoppingtowns portfolio reflect the increased operating
performance of the property and the amortization of the loan.
     
As of the Oct. 10, 2007, remittance report, the collateral pool
for the GE 2002-3 transaction consisted of 124 loans with an
aggregate trust balance of $1.041 billion, down from 131 loans
totaling $1.170 billion at issuance.  The master servicer,
Wachovia Bank N.A., reported primarily full-year 2006 financial
information for 99% of the pool, which excludes $241.0 million
(23%) of loans secured by defeased collateral.  Based on this
information, Standard & Poor's calculated a weighted average debt
service coverage of 1.63x, up from 1.50x at issuance.  There are
currently no delinquent loans in the pool, and there are no loans
with the special servicer.  To date, the trust has not experienced
any losses.
     
The top 10 loans secured by real estate have an aggregate
outstanding balance of $329.6 million (32%) and a weighted average
DSC of 1.83x, up from 1.64x at issuance.  Standard & Poor's
reviewed property inspections provided by the master servicer for
all of the assets underlying the top 10 loans.  One property was
characterized as "excellent," while the remaining collateral was
characterized as "good."
     
Credit characteristics for one of the loans in the pool, the
Westfield Shoppingtowns portfolio loan, are consistent with those
of high investment-grade obligations.  This loan is the largest
exposure in the pool and is encumbered by a $242.9 million class A
note and a $40.6 million class B note. The A note is divided into
three pari passu pieces, of which $90.8 million serves as the
trust collateral.  The A-3 note and the B note provide 100% of the
cash flow to the certificates in COMM 2002-WFA, a stand-alone
transaction.  The loan is secured by the in-line space of two
regional malls totaling 911,194 sq. ft. in Santa Ana and
Roseville, California.  

The property manager and loan sponsor is Westfield America Trust
(A-/Stable/A-2).  The Roseville Mall is currently undergoing a
major expansion, which will provide additional anchor space and
accommodate the demand for more in-line space, and introduce a
high-end dining experience at the property. Standard & Poor's
adjusted net cash flow for this loan is up 22% since issuance.  
S&P raised and affirmed the ratings on the COMM series 2002-WFA
transaction, accordingly.
     
Wachovia reported a watchlist of 19 loans ($132.5 million, 12%),
including two of the top 10 exposures secured by real estate.
Details of these two loans are:

     -- The largest loan on the watchlist, the Parkway I & II
        Apartments, is the second-largest loan in the pool
        secured by real estate.  The two crossed-defaulted and
        cross-collateralized loans have an outstanding balance
        of $47.4 million (5%) and are secured by two
        multifamily properties totaling 460-units in downtown
        Denver, Colorado.  The loans appear on the watchlist
        because the properties reported a DSC of 0.81x for the
        year-ending 2006.

     -- UDR portfolio -- Ashley Oaks Apartments is the ninth-
        largest loan in the pool secured by real estate.  The
        loan has an outstanding balance of $17.8 million (2%).  
        The loan is secured by a 462-unit multifamily property
        in San Antonio, Texas.  It appears on the watchlist
        because the properties reported a DSC of 0.86x for the
        year-ending 2006.
     
Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the raised and
affirmed ratings.
    

                        Ratings Raised

              GE Capital Commercial Mortgage Corp.
          Commercial mortgage pass-through certificates
                        series 2002-3

                        Rating
                        -----
            Class    To       From   Credit enhancement
            -----    --       ----    ----------------
            D        AAA      AA+          13.77%
            E        AA+      AA           12.36%
            F        AA       AA-          11.38%
            L        BB+      BB            4.07%

                         COMM 2002-WFA
           Commercial mortgage pass-thru certificates

                                  Rating
                                  ------
                  Class       To          From   
                  -----       --          ----
                  B-2         AAA         AA+                  
                  B-3         AAA         AA                   
                  B-4         AA+         AA-                  

                        Ratings Affirmed
    
              GE Capital Commercial Mortgage Corp.
         Commercial mortgage pass-through certificates
                         series 2002-3

           Class    Rating       Credit enhancement
           -----    ------        -----------------
           A-1      AAA                22.33%
           A-2      AAA                22.33%
           B        AAA                17.84%
           C        AAA                16.29%
           G        A                   9.69%
           H        A-                  8.57%
           J        BBB                 5.90%
           K        BBB-                4.92%
           X-1      AAA                  N/A
           X-2      AAA                  N/A

                         COMM 2002-WFA
           Commercial mortgage pass-thru certificates

                        Class    Rating       
                        -----    ------
                        A-3A     AAA
                        A-3B     AAA
                        B-1      AAA
     
                    
                     N/A -- Not applicable.


GECC COMMERCIAL: Fitch Holds Ratings on 21 Certificate Classes
--------------------------------------------------------------
Fitch Ratings upgraded GECC Commercial Mortgage Securities Corp.,
commercial mortgage pass-through certificates, series 2004-C2,
commercial mortgage pass-through certificates as:

  -- $41.3 million class B to 'AA+' from 'AA';
  -- $17.2 million class C to 'AA' from 'AA-';
  -- $25.8 million class D to 'A+' from 'A';

In addition, Fitch affirms these classes:

  -- $32.8 million class A-1 at 'AAA';
  -- $125.8 million class A-2 at 'AAA';
  -- $73.4 million class A-3 at 'AAA';
  -- $574.5 million class A-4 at 'AAA';
  -- $291.2 million class A-1A at 'AAA';
  -- Interest-only class X-1 at 'AAA';
  -- Interest-only class X-2 at 'AAA';
  -- $15.5 million class E at 'A-';
  -- $18.9 million class F at 'BBB+';
  -- $17.2 million class G at 'BBB';
  -- $18.9 million class H at 'BBB-';
  -- $10.3 million class J at 'BB+';
  -- $8.6 million class K at 'BB';
  -- $6.9 million class L at 'BB-';
  -- $5.2 million class M at 'B+';
  -- $3.2 million class PPL-1 at 'BBB-';
  -- $3.3 million class PPL-2 at 'BBB-';
  -- $4.9 million class PPL-3 at 'BB+';
  -- $6.3 million class PPL-4 at 'BB-';
  -- $4.0 million class PPL-5 at 'B+';
  -- $4.8 million class PPL-6 at 'B'.

Fitch does not rate the $5.2 million class N, the $3.4 million
class O, or the $17.6 million class P certificates.

The rating upgrades reflect 11% defeasance since the latest rating
action, as well as the stable pool performance since issuance.  As
of the October 2007 distribution date, the pool has paid down 4.8%
to $1.31 billion from $1.38 billion at issuance.  In total, 13
loans, 11.5% of the pool, have defeased.

There are currently no delinquent or specially serviced loans in
the transaction.

Four loans maintain investment grade shadow ratings: Tysons Corner
Center (6.9%), Pacific Place Office Building (6.3%), Lake Grove
Plaza (2.0%), and the AFR/Bank of America Portfolio (1.3%).

Tysons Corner Center is secured by 1.5 million square feet of a
regional mall located in McLean, Virginia.  The total debt
consists of four A notes.  The A-2 note is included in this trust.  
Year-end 2006 occupancy remained stable at 98.0% compared to 98.1%
at issuance.

Pacific Place Office Building is secured by 196,383 sf of office
space and 130,539 sf of retail space of a building located in San
Francisco, California.  The total debt consists of a $77.4 million
A note and a $26.3 million B note, which secures the PPL
certificates.  For YE 2006, occupancy increased to 100% from 84.8%
at issuance.

Lake Grove Plaza is secured by a 251,236 sf anchored retail center
located in Lake Grove, New York.  YE 2006 occupancy remained
stable at 100%.

The AFR/Bank of America Portfolio was originally secured by 153
properties located in 19 states.  The total debt on the portfolio
consists of six A notes totaling $235.0 million and one B note
totaling $69.1 million.  The $16.3 million A-5 note is included in
this trust.  Occupancy increased to 90.0% at YE 2006 from 86.6% at
issuance.


GLOBAL POWER: Court Approves Disclosure Statement
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved Global Power Equipment Group Inc.'s Disclosure Statement,
authorizing the company to begin soliciting votes from its
creditors and shareholders on its amended Chapter 11 Plan of
Reorganization.

Pursuant to a Plan Support Agreement approved by the Bankruptcy
Court, the Plan is supported by both of the statutory committees
appointed to represent creditors and stockholders in the chapter
11 cases and by holders the company's senior subordinated notes.

As reported in the Troubled Company Reporter on Sept. 14, 2007,  
Global Power's plan includes a rights offering available to
existing equity holders for the issuance of new common stock of
the reorganized company backstopped in an amount up to $90 million
by a group of existing equity holders.  The timeline approved by
the Court establishes Nov. 6, 2007 as the record date for voting
on the Plan and participating in the rights offering.

"Since entering into the plan settlement outline in August with
the committees and the noteholders, the company and
representatives of the major constituencies in these cases have
worked hard to finalize the various components of the Plan, which
the company believes maximizes the recovery of all stakeholders,"
John Matheson, President and Chief Executive Officer of Global
Power, said.  "With the Disclosure Statement approved and a
confirmation hearing scheduled, we now have a clear timeline for a
successful emergence from chapter 11.  The company will emerge
from chapter 11 with a strong balance sheet and capital structure
that will ensure continued excellent service and support for our
customers."

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

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

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

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


GLOBAL POWER: Plan Confirmation Hearing Scheduled on December 20
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set a
hearing on Dec 20, 2007, to consider confirmation of the Amended
Chapter 11 Plan of Reorganization filed Global Power Equipment
Group Inc.

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.


GREENWICH CAPITAL: Fitch Assigns Low-B Ratings on Six Classes
-------------------------------------------------------------
Greenwich Capital Commercial Funding Corp., series 2007-GG11,
commercial mortgage pass-through certificates are rated by Fitch
Ratings as:

-- $46,000,000 class A-1 'AAA';
-- $505,344,000 class A-2 'AAA';
-- $37,355,000 class A-3 'AAA';
-- $47,000,000 class A-AB 'AAA';
-- $995,606,000 class A-4 'AAA';
-- $249,774,000 class A-1-A 'AAA';
-- $268,726,000 class A-M 'AAA';
-- $211,622,000 class A-J 'AAA';
-- $2,622,092,000* class XP 'AAA' (notional amount and
    interest-only);
-- $2,687,257,030* class XC 'AAA' (notional amount and
    interest-only);
-- $20,154,000 class B 'AA+';
-- $26,873,000 class C 'AA';
-- $20,154,000 class D 'AA-';
-- $33,591,000 class E 'A+';
-- $13,436,000 class F 'A';
-- $33,591,000 class G 'A-';
-- $23,513,000 class H 'BBB+';
-- $26,873,000 class J 'BBB';
-- $36,950,000 class K 'BBB-';
-- $6,718,000 class L 'BB+';
-- $10,077,000 class M 'BB';
-- $10,077,000 class N 'BB-';
-- $6,718,000 class O 'B+';
-- $3,359,000 class P 'B';
-- $6,719,000 class Q 'B-';
-- $47,027,030 class S 'NR'.

Classes A-1, A-2, A-3, A-AB, A-4, A-1-A, A-M, A-J, B, C, D, E, and
F are offered publicly, while classes G, H, J, K, L, M, N, O, P,
Q, S, XP, and XC are privately placed pursuant to rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are 122
fixed rate loans having an aggregate principal balance of
approximately $2,687,257,030 as of the cutoff date.


GRYPHON PRODUCTION: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Gryphon Production Company, L.L.C.
        P.O. Box 742
        Pampa, TX 79066-0742

Bankruptcy Case No.: 07-20510

Type of Business: The Debtor is a wholly-owned operating
                  subsidiary of Chancellor Group, Inc., which
                  explores and develops natural gas and oil
                  properties.

Chapter 11 Petition Date: October 29, 2007

Court: Northern District of Texas (Amarillo)

Judge: Robert L. Jones

Debtor's Counsel: Bill Kinkead, Esq.
                  6937 Bell Street, Suite G
                  Amarillo, TX 79109
                  Tel: (806) 353-2129
                  Fax: (806) 353-4370

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


GSAA HOME: Fitch Rates $1.016MM Class B-5 Certificates at B
-----------------------------------------------------------
Fitch has rated GSAA Home Equity Trust's residential mortgage
pass-through certificates, series 2007-10, as:

  -- $158,139,776 classes A1A, A1B, A2A, A2B, A-PO, A-IO
     (senior certificates) 'AAA';
  -- $4,852,000 class B-1 'AA';
  -- $2,554,000 class B-2 'A';
  -- $1,021,000 class B-3 'BBB';
  -- $1,277,000 class B-4 'BB';
  -- $1,106,000 class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 7.10%
subordination provided by the 2.85% class B1, 1.50% class B2,
0.60% class B3, 0.75% privately offered class B4, 0.65% privately
offered class B5, 0.75% privately offered class B6. Class B6 is
not rated by Fitch.  The ratings also reflect the quality of the
underlying collateral, the strength of the legal and financial
structures, and the master servicing capabilities of Wells Fargo
Bank, N.A. (rated 'RMS1' by Fitch).

As of the cut-off date (Oct. 1, 2007), the pool of loans consists
of 423 fixed-rate mortgage loans, which have 15-year through 40-
year amortization terms.  The mortgage pool has an average unpaid
principal balance of $402,429 and a weighted average FICO score of
727.  The weighted average amortized current loan-to-value ratio
is 78.31%.  Rate/Term and cash-out refinances represent 21.51% and
36.64%, respectively, of the mortgage loans.  The states that
represent the largest geographic concentration of mortgaged
properties are California (28.69%), New York (14.05%), Florida
(8.31%) and Maryland (5.35%).  All other states comprise fewer
than 5% of properties in the pool.

GS Mortgage Securities Corp. purchased the mortgage loans from
each seller and deposited the loans in the trust, which issued the
certificates, representing undivided and beneficial ownership in
the trust.  For federal income tax purposes, the securities
administrator will cause multiple real estate mortgage investment
conduit (REMIC) elections to be made for the trust.  Wells Fargo
Bank, N.A. will act as securities administrator and Citibank, N.A.
will serve as the trustee.


GS MORTGAGE: Stable Performance Cues Fitch to Affirm Ratings
------------------------------------------------------------
Fitch Ratings has affirmed GS Mortgage Security Corp. II 1998-GL
II commercial mortgage pass-through certificates, as:

  -- $4.5 million class A-1 at 'AAA';
  -- $694.3 million class A-2 at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $91.6 million class B at 'AAA';
  -- $84.6 million class C at 'AAA';
  -- $98.6 million class D at 'AAA';
  -- $70.5 million class E at 'AAA';
  -- $63.4 million class F at 'BBB-';
  -- $28.2 million class G at 'B'.

The affirmations are the result of stable performance since
Fitch's previous rating action.  As of the October 2007
distribution date, the transaction's principal balance has
declined by 27.8% to $1.14 billion from $1.41 billion at issuance.  
Of the original ten loans, eight remain in the transaction.  Of
the remaining pool, 42.6% has been defeased.

The remaining non-defeased or partially defeased loans include
Tharaldson Pool B (12.9%), Tharaldson Pool A (12.6%) of which
45.7% has been defeased, Green Acres Mall (12.1%), Marriott Desert
Springs Hotel (7.4%) and the Crystal City Pool (5.8%), of which
78.1% has been defeased.  All loans, except the Marriott Desert
Springs, maintain investment grade shadow ratings.

While showing improvement in occupancy and income over the past
several years, the Marriott Desert Spring's net cash flow remains
below expectations at issuance largely due to increased expenses.

The Tharaldson Pool B loan (12.9%) is secured by 93 limited-
service hotels consisting of 5,858 rooms.  The hotels are flagged
as Fairfield Inn, Comfort Inn, Residence Inn, Hampton Inn, Comfort
Suites, Holiday Inn Express, Courtyard, Super 8, Country Inn &
Suites and Days Inn.  Occupancy as of Sept. 30, 2007, has remained
stable at 76% since issuance.  As of Sept. 30, 2007, the average
daily rate and revenue per available room have increased to $79.32
and $60.96 from $56.07 and $53.81 at issuance, respectively.

The Tharaldson Pool A loan (12.6%) is secured by 90 limited-
service hotels consisting of 5,848 rooms. The hotels are flagged
as Fairfield Inn, Comfort Inn, Hampton Inn, Residence Inn, Comfort
Suites, Courtyard, Country Inn & Suites, Sleep Inn, Homewood
Suites, Tharaldson Inn & Suites and Super 8.  Occupancy as of
September 30, 2007, has remained stable at 76% since issuance.  As
of September 30, 2007, ADR and RevPar have increased to $78.43 and
$59.73 from $55.76 and $53.79 at issuance, respectively.


HANGER ORTHOPEDIC: Earns $5.4 Million in Quarter Ended Sept. 30
---------------------------------------------------------------
Hanger Orthopedic Group Inc. disclosed Monday results for its
third quarter ended Sept. 30, 2007.

Net income for the third quarter of 2007 was $5.4 million compared
to the prior year's pro-forma net income of $4.3 million.
Including the costs of the refinancing, net income applicable to
common stock was $1.5 million for the quarter ended Sept. 30,
2006.  The pro-forma results for the third quarter of 2006 reflect
the impact of the refinancing completed in May 2006 and assume
that the resulting new capital structure was in place on Jan. 1,
2006.

Net sales for the quarter ended Sept. 30, 2007, increased by
$10.8 million, or 7.1%, to $162.3 million from $151.5 million in
the prior year's comparable quarter.  The sales growth was the
result of a $6.9 million, or 5.1%, increase in same-center sales
in the patient care business, a $1.6 million, or 10.9%, increase
in sales of the company's distribution segment, a $1.8 million
increase related to acquired entities, and a $500,000 increase in
non-core activities.  Gross profit for the third quarter of 2007
increased by $7.1 million, to $82.4 million, or 50.7% of net sales
compared to $75.3 million, or 49.7% of net sales in the third
quarter of 2006.  The increase in gross margin was due principally
to the increase in sales.

Income from operations of $18.6 million in the third quarter of
2007 was $1.5 million higher than that of the same period of the
prior year, principally due to the aforementioned increase in
gross profit.   
    
Net sales for the nine months ended Sept. 30, 2007, increased by
$21.8 million, or 4.9%, to $466.6 million from $444.8 million in
the prior year.  The sales growth was principally the result of a
$16.0 million, or 4.0%, increase in same-center sales in the
patient care business, a $2.5 million, or 5.8%, increase in sales
of the company's distribution segment, and a $1.8 million increase
related to acquired entities.  Gross profit for the nine months
ended Sept. 30, 2007, increased by $12.0 million to $235.1
million, or 50.4% of net sales, compared to $223.1 million, or
50.1% of net sales, in the first nine months of the prior year.  
The increase in gross margin was due principally to the increase
in sales.

Income from operations increased by $4.8 million in the first nine
months of 2007 to $48.8 million from $44.0 million in the same
period of the prior year due to the increased gross profit, offset
by a $6.8 million increase in selling, general and administrative
expenses.
    
Net income for the nine months ended Sept. 30, 2007, was
$12.3 million compared to the prior year's pro-forma net income of
$9.1 million.  Including the costs of the refinancing, the net
loss applicable to common stock was $8.5 million for the first
nine months of 2006.
   
Cash flow from operations was $10.1 million in the third quarter
of 2007 compared to the prior year's pro-forma results of
$15.9 million.  Cash flow from operations for the nine months
ended Sept. 30, 2007, was $30.2 million compared to the prior
year's pro-forma of $12.9 million.  The year-to-date increase was
due principally to increased earnings and a reduction in working
capital.

Commenting on the results, Ivan R. Sabel, chairman and chief
executive officer of Hanger Orthopedic Group, remarked, "Our third
quarter performance represents the seventh consecutive quarter in
which we have met or exceeded First Call consensus estimates.  The
strong results are a reflection of our continued investment in
infrastructure and growth initiatives which will enable us to
deliver sustainable growth and to maintain and enhance the growth
trends we have demonstrated thus far in 2007.  Our patient care
business continued its robust performance with same-center sales
increases of 4% for the first nine months and exceeding 5% for the
third quarter.  Our distribution business also accelerated its
sales growth with an increase of over 10% in the third quarter.
Additionally, Innovative Neurotronics continues to make progress
with the WalkAide(R) System by selling more than 1,000 units in
just over one year, virtually all through patient pay, and earning
the 2007 da Vinci Award, which honors outstanding engineering
achievements in adaptive and assistive technology."

At Sept. 30, 2007, the company had total debt of $410.9 million
and total shareholders' equity of $181.8 million.  The company did
not disclose information regarding its total assets at Sept. 30,
2007.

                     About Hanger Orthopedic

Headquartered in Bethesda, Maryland, Hanger Orthopedic Group Inc.
(NYSE: NYSE: HGR) -- http://www.hanger.com/-- provides orthotic  
and prosthetic patient care services.  Hanger owns and operates
629 patient care centers in 45 states and the District of
Columbia, with over 3,500 employees including 1060 practitioners.

                          *     *     *

Hanger Orthopedic Group Inc. still carries Moody's Investor
Service 'B2' long term corporate family rating which was placed on
April 27, 2007.  Outlook is stable.  


HCR HEALTHCARE: S&P Lowers Corporate Credit Rating to B from B+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on HCR HealthCare LLC (the name of Manor Care Inc. post-
LBO) to 'B' from 'B+' and removed the rating from CreditWatch with
negative implications, where it originally was placed on
April 12, 2007.  The outlook is stable.  The ratings were put on
CreditWatch after the company announced it had hired a financial
advisor to consider strategic alternatives.
     
In addition, Standard & Poor's assigned preliminary bank loan and
recovery ratings to HCR HealthCare LLC's proposed $900 million
first-lien bank facilities, which consist of a $200 million
revolving credit facility and a $700 million senior secured term
loan.  These facilities are rated 'B', with a recovery rating of
'3', indicating the expectation for meaningful (50%-70%) recovery
in the event of a payment default.
     
The proceeds will be used as part of a large transaction, which
includes the issuance of $4.6 billion CMBS, to finance the
acquisition of Manor Care Inc. by the Carlyle Group.  Manor Care's
existing debt will be refinanced.  The ratings on this debt will
be withdrawn when the transaction is completed, on or about
Nov. 7, 2007.
     
Toledo, Ohio-based Manor Care Inc. will be reorganized into a new
corporate structure.  The company will be split into an operating
company (HCR HealthCare LLC) and a property company, both of which
will be wholly owned subsidiaries of Manor Care Inc.
     
The downgrade reflects the resulting credit profile of the pending
transaction with The Carlyle Group to take the company private in
a transaction valued at $6.3 billion.  The transaction, viewed on
a consolidated basis, which includes $4.6 billion of CMBS debt at
the property company level, greatly reduces credit quality.
     
Manor Care owns and operates 280 nursing homes, 65 assisted living
centers, 122 hospice and home health centers, and 85 outpatient
therapy clinics.
     
"The rating on HCR reflects the company's significant debt burden
and the industry challenges it faces, such as third-party
reimbursement risk," said Standard & Poor's credit analyst David
Peknay.  "The company's strong operating history, reputation for
high quality, and moderate geographical dispersion mitigate some
of this risk."


HILTON HOTELS: Closes Merger Pact with Blackstone Affiliate
-----------------------------------------------------------
Hilton Hotels Corporation completed its merger with an affiliate
of The Blackstone Group's real estate and corporate private equity
funds last week.

Pursuant to the terms of the merger agreement, holders of  
Hilton's common stock will receive $47.50 in cash, without  
interest, for each share of common stock that they own  
immediately prior to the effective time of the Merger.  As a  
result of the Merger, Hilton's common stock will cease to trade  
on the New York Stock Exchange at the close of market and  
will be delisted.  

Hilton also announced that, as of 8:00 a.m., New York City time,
on Oct. 24, 2007, these principal amounts of its securities had
been validly tendered and not withdrawn pursuant  
to Hilton's cash tender offers for such securities:

   -- $363.7 million aggregate principal amount of its 7.625%
      Notes due 2008,

   -- $129.5 million aggregate principal amount of its 7.200%
      Notes due 2009,

   -- $290.7 million aggregate principal amount of its 8.250%
      Notes due 2011,

   -- $369.9 million aggregate principal amount of its 7.625%
      Notes due 2012,

   -- $145.1 million aggregate principal amount of its 7.500%
      Notes due 2017,

   -- $103.6 million aggregate principal amount of its 8.000%
      Quarterly Interest Bonds due 2031 and

   -- CLP67,715,000,000 aggregate principal amount of its  
      7.430% Chilean Inflation-Indexed (UF) Notes due 2009.

All securities validly tendered and not withdrawn have been  
accepted for payment pursuant to the tender offers.  

As a result of the acceptance of securities for purchase  
pursuant to Hilton's tender offers, the supplemental indentures  
to the Indenture dated as of April 15, 1997, by and between  
Hilton and The Bank of New York Trust Company, N.A., which were  
previously executed and delivered in connection with the consent
solicitations relating to the tender offers, have become
operative.  

In addition, Hilton reported that it had entered into a  
supplemental indenture to the Indenture dated as of  
April 22, 2003, by and between Hilton and The Bank of New York  
Trust Company, N.A., governing Hilton's 3.375% Convertible  
Senior Notes due 2023, as required by such indenture.  This  
supplemental indenture provides that the Convertible Notes are  
now convertible into $2,111.11 in cash per $1,000 principal  
amount of Convertible Notes converted.  

The Merger, the repayment of certain Hilton indebtedness and the
payment of transaction expenses has been financed with $20.6
billion of mortgage and mezzanine debt financing incurred by
subsidiaries of Hilton and approximately $5.7 billion of  
equity invested by investment funds affiliated with The  
Blackstone Group.  The Secured Debt is secured by substantially  
all of Hilton's consolidated assets and contains significant  
restrictions on the incurrence of any additional indebtedness by
Hilton, including the prohibition of any additional Hilton  
indebtedness for money borrowed and/or evidenced by bonds,  
debentures, notes and other similar instruments, other than a  
limited right for an unsecured financing in an amount of not  
less than $1.0 billion at Hilton, provided that Hilton makes  
the election to proceed with such an unsecured financing within  
30 days of the Merger.  Thereafter, Hilton would not be  
permitted to enter into such a financing without the unanimous  
consent of the Secured Debt holders.  The proceeds of any Hilton
unsecured financing, if completed, would be used to repay an equal
amount of the Secured Debt.

Acquisition financing was provided by Bear Stearns, Bank of  
America, Deutsche Bank, Goldman Sachs, Lehman Brothers, Merrill  
Lynch and Morgan Stanley.  These institutions provided the  
mortgage and mezzanine financing and also served as financial  
advisors to Blackstone.  Simpson Thacher & Bartlett LLP acted as
legal advisor to Blackstone.  UBS Investment Bank and Moelis  
Advisors acted as financial advisors to Hilton, and Sullivan &  
Cromwell LLP acted as legal advisor to Hilton.  

Headquartered in Beverly Hills, California, Hilton Hotels Corp.
-- http://www.hilton.com/-- together with its subsidiaries,     
engages in the ownership, management, and development of hotels,
resorts, and timeshare properties, as well as in the franchising
of lodging properties in the United States and internationally,
including Australia, Austria, Barbados, Finland, India, Indonesia,
Trinidad and Tobago, Philippines and Vietnam.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 29, 2007,
Moody's Investors Service downgraded Hilton Corporation's CFR and
senior unsecured ratings to B3 and Caa1, respectively.  All of
Hilton's ratings will be withdrawn because Moody's believes it
lacks adequate information to maintain a rating.

Fitch Ratings affirmed and withdrew the debt ratings of Hilton
Hotels Corp.  The affected ratings include: Issuer Default Rating
'B'/Withdrawn; Senior credit facility 'BB+'/Withdrawn; and Senior
notes 'BB+'/Withdrawn.  The Negative Rating Watch has been
removed.  

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


HSI ASSET: Fitch Rates $700,000 Class B-5 Certificates at B
-----------------------------------------------------------
Fitch has rated HSI Asset Loan Obligation Trust 2007-2, which
closes on October 30, 2007, as:

  -- $440.2 million classes I-A-1, I-A-2, I-A-X, I-A-PO, II-A-1
     through II-A-12, II-A-X, II-A-PO, III-A-1 through III-A-9,
     III-A-X, III-A-PO, A-PO and A-X (senior certificates)
     'AAA';
  -- $5.7 million class B-1 'AA';
  -- $2.7 million class B-2 'A';
  -- $1.4 million class B-3 'BBB';
  -- $1.4 million class B-4 'BB';
  -- $0.7 million class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 2.85%
total credit enhancement provided by the 1.25% class B-1, 0.60%
class B-2, 0.30% class B-3, 0.30% privately offered class B-4,
0.15% privately offered class B-5, and 0.25% privately offered
class B-6 (not rated by Fitch). The ratings reflect the quality of
the loans, the integrity of the transaction's legal structure as
well as the capabilities of Countrywide Home Loans Servicing LP,
HSBC Mortgage Corporation (USA), SunTrust Mortgage, Inc. as
servicers, and Wells Fargo Bank, N.A. as servicer and master
servicer. Deutsche Bank National Trust Company is the trustee.

As of the cut-off date, the collateral pool consists of 709 fixed-
rate loans and totals $453,150,484.  Approximately 15.06% are
interest-only rate mortgage loans. The weighted average original
loan-to-value ratio is 67.76%.  The average outstanding principal
balance is approximately $639,140, the weighted average coupon is
6.327% and the weighted average remaining term to maturity is 294
months.  The weighted average credit score is 743.  The loans are
geographically concentrated in California (26.35%), New York
(16.69%) and Florida (7.59%).

For federal income tax purposes, multiple real estate mortgage
investment conduit (REMIC) elections will be made with respect to
the trust estate.


HYDRO SPA: Gets Interim Okay to Use Principals' Cash Collateral
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
Hydro Spa Parts and Accessories, Inc. interim authority to use
cash collateral securing its principal's claim.

The secured debt of the Debtor is held by the Debtor's principals
who were required during early 2006 to retire the secured claim of
Fifth Third Bank with their personal funds when that financial
institution's secured lending relationship with the Debtor
matured.  The secured claim consists of three separate
obligations, which amounts approximately to $3,042,610.

The claim is secured by virtually all assets of the Debtor.  The
Debtor's schedules list assets for $10,657,077, without regard to
actual fair market value.

The Debtor obtained authority from the Court to use the cash
collateral for:

   a) care, maintenance, and preservation of the Debtor's assets;
   b) payment of necessary payroll and other business expenses;
   c) purchase of goods and services, including inventory; and
   d) continued business operations.

The Court has scheduled a final evidentiary hearing on the cash
collateral request on Nov. 2, 2007, at 1:30 p.m.

                          About Hydro Spa

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


HYDRO SPA: Files Chapter 11 Plan of Reorganization in Florida
-------------------------------------------------------------
Hydro Spa Parts and Accessories, Inc. filed with the U.S.
Bankruptcy Court for the Middle District of Florida its Chapter 11
Plan of Reorganization and a Disclosure Statement explaining that
plan.

                       Treatment of Claims

The Debtor estimates that the aggregate total of administrative
claims will range from $220,000 to $560,000, while priority tax
claims amount to approximately $1,579.  Both administrative
expense claims, priority tax claims, and priority claims will be
paid to equal to each claim's allowed amount.  Each holder of
priority tax claims will receive from the Debtor deferred cash
payments over a period not exceeding six years after the date of
each claim's assessment.

Holders that are parties to executory contracts or unexpired
leases that are expressly assumed and assigned will not be
permitted any recovery under the plan.  Holders whose contracts
are rejected will be treated as Class 4 creditors, and will be
permitted to receive a distribution pro rata on the allowed claim
of each, with all other creditors in this Class 4 from an escrow
to be administered by the reorganization trustee.

Holders that are parties to executory contracts and unexpired
leases that were reject after bankruptcy filing, but that give
rise to priority claims, will be paid an amount equal to its
allowed amount.

Each holder of Class 4 general unsecured claims will receive a pro
rata distribution on its allowed claim with all other creditors in
Class 4.  The anticipated unsecured claims are in the approximate
aggregate amount of $10,567,399, most of which are undisputed by
the Debtor.

           Wiley Brothers' Claims and Equity Interests

Brian K. Wiley, Robert M. Wiley, and Charles S. Wiley obtained a
secured claim upon the pay off of a Fifth Third Bank secured
claim.  The holders will receive cash payments equal to its
present value on the effective date of the plan, together with
interest and attorney's fees.  No distribution will be made on the
Wiley Brothers secured claim until such time as the rights and
intere3st of the Wiley Brothers have been adjudicated in a
declaratory relief proceeding.

The Debtor estimates the Wiley Brothers secured claim is
approximately $3,042,600, exclusive of accrued late fees,
interest, and attorney's fees.

Additionally, the Wiley Brothers possess equity interests,
representing all equity interests held by all holders of the
Debtor's existing common stock.  Under the Plan, the equity
interest will receive their pro rate share, if any, of estate
assets after satisfaction in full of all allowed secured claims,
allowed priority claims, and allowed unsecured claims.  All
existing stock options will be deemed cancelled without any
further action by any party.

              Appointment of Reorganization Trustee

No later than 10 days prior to the plan confirmation hearing, the
Debtor will select a proposed reorganization trustee to act
pursuant to the plan and the confirmation order.

On the effective date of the plan, all property of the estate
shall re-vest in the reorganized Debtor.  The Debtor's liquidation
efforts will be subject to the sole and exclusive responsibility
of the reorganization trustee.  The trustee will have the rights
as "client" to:

   a) investigate and pursue claims;
   b) to retain and direct the affairs of counsel;
   c) to direct all litigation contemplated under the Plan;
   d) to compromise and settle claims;
   e) to dismiss claims;
   f) to object to claims asserted by the creditors; and
   g) to otherwise act in a manner consistent with the plan.

                          About Hydro Spa

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


JACKSON 2006-II: Moody's Slashes Rating on $5 Million Notes
-----------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade these notes issued by Jackson 2006-II
Segregated Portfolio:

Class Description: $5,000,000 Variable Floating Rate Notes
                   Due 2046

                   Prior Rating: A2

                   Current Rating: B3, on review for possible
                                   downgrade

According to Moody's, the rating action reflects the deterioration
in the credit quality of the transaction's underlying reference
portfolio, consisting primarily of structured finance securities.


JACKSON 2006-IIA: Moody's Lowers Rating on $50 Million Notes
------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade these notes issued by Jackson 2006-IIA
Segregated Portfolio:

Class Description: $50,000,000 Variable Floating Rate Notes
                   Due 2046

                   Prior Rating: A2

                   Current Rating: B3, on review for possible
                                   downgrade

According to Moody's, the rating action reflects the deterioration
in the credit quality of the transaction's underlying reference
portfolio, consisting primarily of structured finance securities.


JACKSON 2006-III: Moody's Junks Rating on $12 Million Notes
-----------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade these notes issued by Jackson 2006-III
Segregated Portfolio:

Class Description: $12,000,000 Variable Floating Rate Notes
                   Due 2046

                   Prior Rating: Baa1

                   Current Rating: Caa1, on review for possible
                                   downgrade

According to Moody's, the rating action reflects the deterioration
in the credit quality of the transaction's underlying reference
portfolio, consisting primarily of structured finance securities.


JACKSON 2006-IV: Moody's Junks Rating on $33 Million Notes
----------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade these notes issued by Jackson 2006-IV
Segregated Portfolio:

Class Description: $33,000,000 Variable Floating Rate Notes
                   Due 2046

                   Prior Rating: Baa3

                   Current Rating: Caa2, on review for possible
                                   downgrade

According to Moody's, the rating action reflects the deterioration
in the credit quality of the transaction's underlying reference
portfolio, consisting primarily of structured finance securities.


JACKSON 2006-V: Moody's Junks Rating on EUR26.7 Million Notes
-------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade these notes issued by Jackson 2006-V Segregated
Portfolio:

Class Description: EUR26,787,794 Variable Floating Rate Notes
                   Due 2046

                   Prior Rating: Ba2

                   Current Rating: Caa3, on review for possible
                                   downgrade

According to Moody's, the rating action reflects the deterioration
in the credit quality of the transaction's underlying reference
portfolio, consisting primarily of structured finance securities.


JAYS FOODS: Public Sale of Assets Scheduled on November 30
----------------------------------------------------------
Jays Foods Inc. and Select Snacks Inc. obtained authority from the
United States Bankruptcy Court for the Northern District of
Illinois to sell substantially all of their assets for
$24,850,000, subject to higher and better offers.

Auction of the assets will take place on Nov. 30, 2007, 11:00
a.m., Central Time, at the offices of Winston & Strawn LLP, 35
West Wacker Drive, in Chicago, Illinois.

To participate in the auction, bids must have a cash component of
at least $25,700,000, with 5% of the amount to be deposited in
an escrow account.

The Court approved a 3% break up fee in the event any stalking
horse offer is outbid by a competing bidder.

A hearing to consider results of the sale has been set for Dec. 4,
2007, at 10:30 a.m. Central Time.

Objections to the approval of the sale, if any, are due Nov. 28.

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 is the
Debtors' claims processing agent.  Jeffrey N. Pomerantz, Esq.,
and Jeffrey W. Dulberg, Esq. at Pachulski Stang Ziehl & Jones LLP
are the proposed counsel for Official Committee of Unsecured
Creditors.  When they sought protection from their creditors,
they listed assets and debts between $10 million and $50 million.


KAN-TEX STEAKHOUSE: Case Summary & 26 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Kan-Tex Steakhouse, Inc.
             dba Ponderosa Steak House
             222 East Diamond Drive
             Salina, KS 67401

Bankruptcy Case No.: 07-41503

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Kan-Tex Culinary, L.L.C.                   07-41504

Type of Business: The Debtors own and manages steakhouses.  See
                  http://ponderosasalina.com/

Chapter 11 Petition Date: October 30, 2007

Court: District of Kansas (Topeka)

Debtors' Counsel: David R. Klaassen, Esq.
                  2649 6th Avenue
                  Marquette, KS 67464
                  Tel: (785) 546-2358

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Kan-Tex Steakhouse, Inc.    $1 Million to          $1 Million to
                            $100 Million           $100 Million

Kan-Tex Culinary, L.L.C.    $1 Million to          $1 Million to
                            $100 Million           $100 Million

A. Kan-Tex Steakhouse, Inc's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
The Bennington State Bank      Loan                    $1,043,877
P.O. Box 1280
Salina, KS 67402-1280

District Counsel               Loan                      $719,562
U.S. Small Business
Administration
Lucas Place, 323 West
8th Street, Suite 501
Kansas City, MO 64105

Saline County Treasurer        Real estate taxes          $39,340
300 West Ash, Room 214
P.O. Box 5040
Salina, KS 67402-5040

                               Personal property           $9,616

Kansas Department of           Retail sale taxes          $21,320
Revenue

Norton Wasserman Jones et      Attorney fees and          $18,654
al                             expenses

Internal Revenue Service       Employment taxes           $17,257

The Lamar Companies            Advertising                $12,730

Frazier Brothers Plumbing &    Contract work              $12,390
Contracting

Bank of America                Credit card                $11,850
                               charges

Duis Meat Processing, Inc.     Meat                        $6,263

Farmers Cooperative            Supplies                    $5,675
Association

Westar Energy                  Utilities                   $5,337

Salina Journal                 Advertising                 $5,233

George Lay Signs, Inc.         Signs                       $4,970

Division of Employment         Unemployment                $4,824
Security                       taxes

P.F.D. Supply                  Dairy products              $3,895

Strongs Insurance, Inc.        Insurance                   $3,415

Luminous Neon, Inc.            Advertising signs           $3,054

Bramlage Investments                                       $2,750

B. Kan-Tex Culinary, LLC's Seven Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
The Bennington State Bank                              $1,043,877
P.O. Box 1280
Salina, KS 67402-1280

District Counsel               Loan                      $719,563
U.S. Small Business
Administration
Lucas Place
323 West 8th Street Suite 501
Kansas City, MO 64105

Saline County Treasurer        Real estate taxes          $39,340
300 West Ash, Room 214
P.O. Box 5040
Salina, KS 67402-5040

                               Personal property           $9,616
                               taxes

Frazier Brothers Plumbing &    Contract work              $12,390
Contracting

Robert L. Baer                 Attorney fees and          Unknown
                               expenses

Robertson Cabinets, Inc.       Cabinet work               Unknown


S.C.K.E.D.D.                   Loan                  Unknown


KITTY HAWK: Court Approves Andrews Kurth as Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas gave
Kitty Hawk Inc. and debtor-affiliates authority to employ Andrews
Kurth LLP as their bankruptcy counsel

As counsel, Andrews Kurth is expected to:

    (a) advise the Debtors with respect to their powers and duties
        as debtors-in-possession in the continued operations of
        their businesses and management of their properties;

    (b) take all necessary action to protect and preserve the
        Debtors' estates, including the prosecution of actions on
        behalf of the Debtors, the defense of any actions
        commenced against the Debtors, the negotiation of disputes
        in which the Debtors are  involved, and the preparation of
        objections to claims filed against the estates;

    (c) prepare on behalf of the Debtors, all necessary motions,
        applications, answers, orders, reports, and papers in
        connection with, and required for, the orderly
        administration of the estates;

    (d) negotiate and document any transactions relating to the
        sale or disposition of any assets of the Debtors;

    (e) negotiate and prepare, on behalf of the Debtors, a
        disclosure statement, plan of reorganization and all
        related documents; and

    (f) perform any and all other legal services for the Debtors
        in connection with their chapter 11 cases that the Debtors
        determine are necessary and appropriate.

The Debtors disclose that the firm has received a $140,000
retainer.  Andrews Kurth has agreed that it is not subject to any
"carve-out" from Laurus Master Fund, Ltd., and further agreed that
it will not be entitled to receive any payment for services
rendered until Laurus has been paid in full.

The Debtors tell the Court that hourly billing rates at the firm
range from $180 to $785 for attorneys and $85 to $205 for
paralegals.

Specifically, the professionals who will be responsible for these
matters are:

     Professional                    Hourly Rate
     ------------                    ----------
     Paul N. Silverstein, Esq.          $785
     Jason S. Brookner, Esq.            $545
     Monica S. Blacker, Esq.            $475
     Jonathan I. Levine, Esq.           $460
     Gogi Malik, Esq.                   $385

To the best of the Debtors' knowledge and belief, the firm does
not hold any interest adverse to the Debtors or their estates.

Mr. Silverstein can be reached at:

         Paul N. Silverstein
         Andrews Kurth LLP
         450 Lexington Avenue
         New York NY 10017
         Tel: (212) 850-2819
         Fax: (212) 813-8158
         http://www.akllp.com/

                     About Kitty Hawk

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.  The
Official Committee of Unsecured Creditors has selected Munsch,
Hardt, Kopf & Harr, P.C., as its counsel.  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: Has Until November 14 to File Schedules and Statement
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas gave
Kitty Hawk Inc. and debtor-affiliates until Nov. 14, 2007, to file
their schedules of assets and debts and statement of financial
affairs.

The Debtors tell the Court that they are a large and complex
enterprise with operations in multiple locations throughout the
world.  The Debtors are comprised of four affiliated debtor
estates with aggregate debts in excess of $30 million.  In the
weeks leading up to their bankruptcy filing, the Debtors say that
their key business personnel have been working diligently to
prepare for a successful bankruptcy proceeding.  However, the
Debtors were faced with numerous tasks that had to be completed
prior to focusing on the schedules.

The Debtors further say that because of the myriad of important
business issues they have had to address leading up to these
bankruptcy filings, the Debtors have not had the necessary
resources available to review the volumes of material that are
necessary to create meaningful and accurate schedules by the dates
required by Bankruptcy Rule 1007.

                     About Kitty Hawk

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.  The
Official Committee of Unsecured Creditors has selected Munsch,
Hardt, Kopf & Harr, P.C., as its counsel.  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: Wants David Rosenthal as Counsel
--------------------------------------------------------
Lafayette Neighborhood Housing Services asks the U.S. Bankruptcy
Court for the Northern District of Indiana for permission to
employ David A. Rosenthal, Esq., of Lafayette, Indiana, as its
bankruptcy counsel.

As counsel, Mr. Rosenthal will:

    a. give the Debtor legal advice with respect to the powers and
       duties as debtor-in-possession in the continued operation
       of the business;

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

    c. perform all other legal services for the Debtor which may
       be necessary; and

    d. advise, consult and attend necessary meetings to refinance
       the existing debts or obtain necessary credit.

The Debtor relates that Mr. Rosenthal will bill $250 per hour for
this engagement.

Mr. Rosenthal discloses that he is the standing Chapter 13 Trustee
for the Northern District of Indian, Hammond Division, but has no
further relationship with the U.S. Trustee.  Mr. Rosenthal assures
the Court that he does not represent any interest adverse to the
Debtors or its estates.

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.


MAGNOLIA FINANCE: Moody's Cuts Rating on Series 2006-8DU Notes
--------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade these notes issued by Magnolia Finance II
Series 2006-8DU:

Class Description: Series 2006-8DU USD 50,500,000 ABS Portfolio
                   Variable Rate Notes due November 2044

                   Prior Rating: A2

                   Current Rating: Ba2, on review for possible
                                   downgrade

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


MAGNOLIA FINANCE: Moody's Lowers Rating on Series 2006-8DG Notes
----------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade these notes issued by Magnolia Finance II
Series 2006-8DG:

Class Description: Series 2006-8DG GBP 5,000,000 ABS Portfolio
                   Variable Rate Notes due November 2044

                   Prior Rating: A2

                   Current Rating: Ba2, on review for possible
                                        downgrade

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


MAGNOLIA FINANCE: Moody's Junks Rating on Series 2006-8F Notes
---------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade these notes issued by Magnolia Finance II
Series 2006-8F:

Class Description: Series 2006-8F USD 5,000,000 ABS Portfolio
                   Variable Rate Notes due November 2044

                   Prior Rating: Baa3

                   Current Rating: Caa3, on review for possible
                                   downgrade

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


MAGNOLIA FINANCE: Moody's Junks Rating on Series 2006-8E Notes
--------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade these notes issued by Magnolia Finance II
Series 2006-8E:

Class Description: Series 2006-8E USD 20,000,000 ABS Portfolio
                   Variable Rate Notes due November 2044

                   Prior Rating: Baa2

                   Current Rating: Caa2, on review for possible
                                   downgrade

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


MICHELE PINO: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Michele R. Pino
        6221 West Rose Garden Lane
        Glendale, AZ 85308

Bankruptcy Case No.: 07-05715

Chapter 11 Petition Date: October 30, 2007

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

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

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


MORGAN STANLEY: Fitch Holds 'BB+' Rating on $2 Mil. Certificates
----------------------------------------------------------------
Fitch Ratings has upgraded Morgan Stanley Capital I Inc., series
2006-XLF, commercial mortgage pass-through certificates as:

  -- $23.7 million class G to 'AAA' from 'AA+';
  -- $23.7 million class H to 'AA+' from 'AA'.

Additionally, Fitch has affirmed these classes:

  -- $895,793 class C at 'AAA';
  -- $38 million class D at 'AAA';
  -- $69.5 million class E at 'AAA';
  -- $23.7 million class F at 'AAA';
  -- Interest-only class X-1 at 'AAA';
  -- Interest-only class X-2 at 'AAA';
  -- $23.3 million class J at 'A';
  -- $6.8 million class K at 'BBB+';
  -- $18.5 million class L at 'BBB';
  -- $27.8 million class M at 'BBB-';
  -- $11 million class N-LAF at 'A-';
  -- $9.2 million class N-RQK at 'BBB-';
  -- $2 million class N-SDF at 'BB+';
  -- $8 million class O-LAF at 'BBB-'.

Classes A-1, A-2, B, and N-W40 have paid in full.

The rating upgrades are due to 52.5% paydown since the last rating
action.  As of the October 2007 remittance date, the transaction's
principal balance had decreased to $286 million from $1.6 billion
at issuance.  Seven of the original fourteen loans have paid in
full.  All of the remaining loans maintain investment grade shadow
ratings.

The largest loan in the transaction is the $61 million (21.3%)
loan on the Lafayette Estates multifamily housing complex in The
Bronx, New York City.  The interest-only loan matures on Jan. 9,
2008.  The collateral consists of 1,872 rental apartments that are
undergoing conversion to individually-owned co-operative units.

The second-largest loan in the transaction is the $53.3 million
(18.6%) loan secured by Infomart, a 1.2 million square foot (sf)
office/telecom building located in Dallas, Texas.  The
collateral's performance has improved since issuance.  As of
August 2007, occupancy had increased to 89.7%, up from 73% at
issuance.  The Fitch-stressed debt service coverage ratio on the
trust balance as of Year End 2006 was 1.45 times, compared to
1.35x 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.  The Informart loan matures on May 9,
2009.

The third-largest loan is the $50.5 million (17.7%) loan secured
by Market Post Tower, a 309,579 sf office/telecom building located
in San Jose, California.  Occupancy is stable -- at issuance, the
building was 95.1% occupied. As of August 2007, occupancy was 96%.  
However, the building's largest tenant's lease expires in February
2008.  The Fitch-stressed DSCR on the trust balance was 1.47x as
of YE 2006, compared to 1.41x at issuance.  The loan's initial
maturity date of Nov. 9, 2007 has been extended by one year.

The fourth-largest loan in the pool is secured by the ResortQuest
Kauai (15.1%) resort located in Kauai, Hawaii.  The 311-key resort
is still in its stabilization period, and had a negative servicer-
reported cash flow as of June 30, 2007.  Fitch continues to
monitor the loan's performance.


MOVIE GALLERY: Wants to Establish De Minimis Asset Sale Procedures
------------------------------------------------------------------
Movie Gallery, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Virginia to approve
procedures for the expedited sale of de minimis assets.

The Debtors are currently in possession of certain assets of
insignificant or otherwise minimal value.  The Debtors further
anticipate that throughout their Chapter 11 cases, additional
property will be rendered obsolete, unnecessary or burdensome as
a result of operational restructuring initiatives, including
potential lease rejections.

The Debtors expect that they will continue to identify assets of
relatively insignificant or otherwise minimal value, including
owned real property, that are or may become unnecessary to their
future operations.  The number of De Minimis Assets will
undoubtedly increase as the Debtors continue to reorganize.

The Debtors have routinely sold or disposed of De Minimis Assets
in the ordinary course of business prior to the Petition Date.

The Debtors also seek authority to abandon De Minimis Assets
under Section 554 of the Bankruptcy Code if they determine in
their sound business judgment that such an abandonment would be
in the best interest of their estates.

The Debtors contend that the proposed Procedures will reduce
administrative expenses that might otherwise eliminate value
available from De Minimis Assets, if any, and facilitate the
Debtors' swift reorganization.

For De Minimis Asset Sales that would realize net proceeds
between $250,000 and $1,000,000, the Debtors will serve parties-
in-interest sufficient notice of any potential sale to give the
interested parties an opportunity to object.

For De Minimis Asset Sales that would realize proceeds less than
or equal to $250,000, the Debtors seek permission to consummate
the transaction without further notice or Court order.

A full-text copy of the proposed De Minimis Asset Sale and
Abandonment Procedures is available for free at:

              http://researcharchives.com/t/s?24aa

                      About Movie Gallery

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

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.  
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, serve as the Debtors' local counsel.  The Debtors'
claims & balloting agent is Kurtzman Carson Consultants LLC.  The
U.S. Trustee for Region 4 appointed an Official Committee of
Unsecured Creditors in the Debtors' bankruptcy proceedings on
October 18.

When the Debtors' filed for protection from their creditors, they
listed total assets of $891,993,000 and total liabilities of
$1,419,215,000.  (Movie Gallery Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/    
or 215/945-7000)


MOVIE GALLERY: Wants to Reject 70 Unexpired Store Leases
--------------------------------------------------------
Movie Gallery, Inc. and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the Eastern District of Virginia to
reject 70 unexpired leases and subleases for various store
premises.

The Debtors lease or sublease store premises from numerous
lessors.  The terms of the leases range from one month to two
years.  Generally, the lease payments for the leases range from
$28,400 to $304,250 per year.

The Debtors either have ceased or are in the process of ceasing
operations at a number of store locations as part of their
restructuring efforts.

In considering their options with respect to the leases prior to,
and after, the date of bankruptcy filing, the Debtors evaluated
the possibility of assigning the leases or subleases, or
subleasing certain store locations.  The Debtors have determined
that the transactional costs and postpetition occupancy costs
associated with marketing the leases exceed any marginal benefit
received from potential assignments or subleases.

In addition to their obligation to pay rent under the leases, the
Debtors also are obligated to pay for associated real estate
taxes, utilities, insurance and other charges.

The Debtors have examined the costs associated with their
obligation to pay rent under the Vacant Store Leases and estimate
that the annual net cost to the Debtors is roughly $8,100,000 per
year.  The Debtors have determined in their business judgment
that those costs, with the concomitant costs of operating the
locations, constitute an unnecessary drain on their resources.

The Debtors believe that the rejection of the leases is in the
best interests of the Debtors, their estates and their creditors.

A schedule of the leases to be rejected and the proposed
effective rejection dates is available for free at:

              http://researcharchives.com/t/s?24a8

                      About Movie Gallery

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

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.  
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, serve as the Debtors' local counsel.  The Debtors'
claims & balloting agent is Kurtzman Carson Consultants LLC.  The
U.S. Trustee for Region 4 appointed an Official Committee of
Unsecured Creditors in the Debtors' bankruptcy proceedings on
October 18.

When the Debtors' filed for protection from their creditors, they
listed total assets of $891,993,000 and total liabilities of
$1,419,215,000.  (Movie Gallery Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/    
or 215/945-7000)


NATURADE INC: Wants Modified Reorganization Plan Approved
---------------------------------------------------------
Naturade Inc. asks the U.S. Bankruptcy Court for the Central
District of California to approve a modified Chapter 11 Plan
of Reorganization intended to facilitate the company's exit
from bankruptcy, Bill Rochelle of Bloomberg News reports.

The Debtor's Plan, co-proposed by creditor Health Holdings &
Botanicals LLC, was confirmed by the Court in March 2007.

Bloomberg News relates that under the confirmed plan, Redux
Holdings Inc., who owns approximately 50% of Naturade, will retain
its stock in the Debtor by making a new $1.5 million investment.

Consequently, Bloomberg News adds, Redux was unable to obtain
financing, Naturade failed to sell the company, thus prompting
Naturade to negotiate a modified Plan where Redux will invest
$1.2 million in the company.

The Debtor's balance sheet at June 30, 2007, showed $1,567,515
in total assets, $13,101,934 total liabilities and $6,970,000
redeemable convertible preferred stock, resulting in an
$18,504,419 stockholders' deficit.

Based in Brea, California, Naturade Inc. (OTC BB:NRDCE.OB) --
http://www.naturade.com/-- distributes nutraceutical supplements.    
The company filed for chapter 11 protection on Aug. 31, 2006
(Bankr. C.D. Calif. Case No. 06-11493).  Richard H. Golubow, Esq.,
Robert E. Opera, Esq. and Sean A. O'Keefe, Esq., at Winthrop
Couchot P.C., in Newport Beach, California, represent the Debtor.  
When the Debtor filed for protection from its creditors, it listed
assets of $10,255,402 and debts of $18,427,161.


NEUMANN HOMES: Bankruptcy Filing Still Up in the Air
----------------------------------------------------
Neumann Homes Inc. still has to file for bankruptcy one week after
saying that it planned to.

As reported in the Troubled Company Reporter on Oct. 24, 2007, the
company said that it planned to seek Chapter 11 protection after
it failed to keep up payments for its eight creditor banks.  The
company cited the housing decline in Detroit, Chicago and Denver,
its three largest markets as the source of its problems.  The
homebuilder had recently shut down its offices and dismissed 110
of its 130 employees.

Beleaguered Chicago-area builder Neumann Homes remained Monday in
what several bankruptcy experts said was an unusual situation: on
the verge of filing for Chapter 11, but not there yet.

The company says that it is still in discussions with eight
lenders and thus will be unable to know when the bankruptcy
petition will be filed, Mary Umberger of the Chicago Tribune
reports citing an interview with CEO Kenneth P. Neumann.

CEO Neumann further stated that the tentative plans will allow
that company to finish homes currently under construction, the
Chicago Tribune adds.  Mr. Neumann added that 10-year warranties
on completed homes will continue to be honored by a third-party
company but one-year warranties were in doubt, the report says.

Mr. Neumann also said that the lenders have agreed to honor the
request to place $4.2 million with a title company in order to pay
tradesmen who have rendered services, the report further says.

                Bankruptcy Experts' Comments

Citing bankruptcy experts, the report adds that the delay in the
filing leaves consumers with Neumann contracts hanging.

According to Anthony Sabino, Esq., bankruptcy attorney and St.
John's University professor of law, the delay is unheard of since
a bankruptcy is typically carefully coordinated, the report adds.  
A company usually doesn't give out a press release until after the
filing of the petition, Mr. Sabino adds.

Tom Nohel, Loyola University Chicago associate professor of
finance, says that the homebuilder could be planning a prepackaged
rreorganization but shouldn't have said that they were filing, the
Chicago Tribune discloses.

Mark Fisher, Esq., at Schiff Hardin LLP, however says differently.  
Mr. Fisher says that the company is probably trying to get things
in order, the report further relates.

Headquartered in Warrenville, Illinois, Neumann Homes Inc.
-- http://www.neumannhomes.com/-- develops and builds residential   
real estate throughout the Midwest and West.  The company is an
active builder in the Chicago area, southeastern Wisconsin,
Colorado, and Michigan.  It has built more than 11,000 homes in
some 150 residential communities.


NOVAMERICAN STEEL: Moody's Puts Corporate Family Rating at B2
-------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
Novamerican Steel Finco Inc.

At the same time, Moody's assigned a B2 probability of default
rating, a B3 rating to the company's proposed $315 million of
senior, secured notes and an SGL-2 speculative grade liquidity
rating.  Proceeds from the notes issuance, together with
approximately $68 million of borrowings under the company's
revolving credit facility will be used to help finance the
purchase of Novamerican by Symmetry Holdings Inc., a special
purpose acquisition company formed in 2006 to acquire operating
businesses.  The balance of the purchase price will be met by an
equity infusion from Symmetry.  The net purchase price will be
approximately $494 million.  This is Symmetry's first acquisition.
The rating outlook is stable.  This is the first time Moody's has
rated Novamerican.

Novamerican's B2 corporate family rating reflects:

    a) the company's high degree of financial leverage following
       its acquisition by Symmetry (over 6.0x on a pro-forma basis
       for LTM 9/30/2007, using Moody's standard adjustments) and
       the corollary reduction in financial flexibility,

    b) its substantial interest burden relative to earnings
       capacity,

    c) its sizeable automotive exposure (roughly 24% of revenues
       in 2006), and

    d) its modest scale, and limited free cash flow relative to
       outstanding debt.

In addition, the rating considers the company's dependency on
strong volume growth over the next several years, predicated on
increased system-wide capacity utilization and new market share
gains, to achieve meaningful cash generation to apply to material
levels of debt reduction.  Moody's views attainment of this degree
of growth as challenging given the cyclical nature of the
underlying business, steel processing and distribution, and the
degree of tolling business (roughly 49% of 2006 tons sold)
currently within the overall business footprint.  While Moody's
views the tolling business as providing a level of margin and
earnings stability and no input cost price risk, upside earnings
growth potential is seen as limited given fixed fee on material
processed structure of this portion of the business.  
Additionally, the company's cash flow generation could be
restrained by working capital needs associated with volume or
revenue growth.

Positive factors supporting the ratings acknowledge Novamerican's
position as a well positioned supplier of value-added steel
processing in the northeastern U.S. and Canada as well as its
supplemental positions in tubing, distribution, and, to a limited
degree, manufacturing, its ability to pass through most of the
cost pressures resulting from changes in raw material prices,
principally carbon steel, and its long-term relationships with its
customer base.  In addition, Novamerican has relatively modest
capital expenditure requirements.

The stable outlook captures Moody's expectation that Novamerican's
performance over the next 12 months will continue to remain
acceptable, supported by reasonable demand levels from its key end
markets, including automotive, service centers, and manufacturing.  
Moody's also expects that Novamerican will look to reduce its
outstanding revolver balance with free cash flow over the near-
term although Moody's expects the degree of reduction to be
relatively moderate.  In addition, the outlook reflects Moody's
view that the company will manage its acquisition strategy within
the context of its internal resources until debt is reduced to a
more comfortable level given the cyclical nature of the industry
in which the company competes.  Novamerican is expected to
generate operating margins in the mid to high single digit range,
maintain Debt/EBITDA above 4.5x, and remain modestly free cash
flow generative over the next twelve to fifteen months.

The B3 rating on the notes reflects the application of Moody's
loss given default methodology and considers the position of the
notes behind the collateral supporting the company's $175 million
secured revolving credit bank facility, and the deficiency level
of the first priority collateral relative to the amount of the
note issue.  The notes will be guaranteed by Symmetry and its
domestic subsidiaries with the guarantees secured by a first
priority interest in plant, property and equipment and intangible
assets, a first priority interest in the stock of Symmetry's
domestic subsidiaries and in 66% of the stock of its foreign
subsidiaries.  In addition, the notes will be secured by a first
priority interest in an intercompany note from Novamerican's
Canadian subsidiary, Novamerican Steel Inc. (Steel), which note is
secured by a first priority interest in Steel's plant property and
equipment and intangibles and a second priority interest in the
collateral securing the asset-based revolver.  The pledged amount
of the intercompany note and its collateral and the pledged amount
of the capital stock are limited to roughly 20% of the principal
amount of the notes.  The notes will have a second priority
interest in the collateral securing the asset based bank revolver.

Novamerican's SGL-2 rating reflects the company's good liquidity
position, characterized by moderately positive earnings and cash
flow generation capacity, modest capital spending requirements,
near-term opportunities for working capital reduction, and
adequate availability under its revolving credit facility.  
However, Novamerican's liquidity should remain constrained
somewhat by the increased interest burden following the debt
issuances, with a pro forma annual run rate interest expense of
around $40 million.  Novamerican's tolling agreements should also
provide additional stability to performance and minimize the
impact of volatile carbon steel prices and other potential cost
pressures.  The company has no material debt maturities until
2012.

Novamerican has sufficient availability under its new 5-year $175
million senior secured asset based facility (not rated by
Moody's), which has an estimated borrowing availability, after the
acquisition, of around $73 million, adjusted for L/C usage.  The
facility is available to Novamerican and to its Canadian
subsidiary Novamerican Steel, Inc. (Steel).  Borrowings by
Novamerican are guaranteed by Symmetry and its domestic
subsidiaries while borrowings by Steel are guaranteed by Steel's
Canadian subsidiaries.  The facility is secured by receivables,
inventory, cash and deposit accounts.  The revolving credit
facility also has a second priority interest in the collateral
securing the notes. The agreement contains only one financial
covenant, a fixed charge coverage ratio of at least 1.0:1.0, which
is only operative if availability is less than $20 million.  At
closing, drawings under this facility are expected to be around
$68million.

Assignments:

Issuer: Novamerican Steel Finco Inc.

    * Corporate Family Rating, Assigned B2

    * Probability of Default Rating, Assigned B2

    * Speculative Grade Liquidity Rating, Assigned SGL-2

    * Senior Secured Regular Bond/Debenture, Assigned B3, LGD 4,
     (68%)

Headquartered in LaSalle, Quebec, Canada, Novamerican processes
and distributes carbon steel, stainless steel, and aluminum
products primarily in the U.S. and Canada.  In 2006, the company
processed 1.7 million tons of steel and generated revenues of
$841 million.


NYU HOSPITALS: Moody's Rates Upcoming $95 Mil. Bond Issue at Ba2
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to NYU
Hospitals Center's upcoming $95 million bond issue to be issued by
the Dormitory Authority of the State of New York.  The outlook is
positive.

Use of Proceeds:

This new money financing funds:

    (i) renovation projects and equipment purchases including the
        renovation of the Schwartz Health Care Center to create a
        short-stay unit;

   (ii) the modernization and upgrade of the critical care units
        at Tisch Hospital;

  (iii) improvements and upgrades to the HVAC system;

   (iv) construction of a new Ambulatory Surgery Center;

    (v) the installation of new emergency power generators; and

   (iv) the construction of the Cardiac and Vascular Center.

Legal Security:

The Series 2007B Bonds will be jointly secured by a pledge of
gross receipts and a mortgage of all health care facilities of
NYUHC and will be on parity with the Series 2000D, 2006A and 2006B
(taxable) bonds, Series 2007A and a note payable to New York
University.  Sale/leaseback transactions that may include a
portion of the mortgaged property are permitted.  Long term debt
service coverage ratio of at least 1.10 times.  A debt service
reserve fund will be established. NYUHC withdrew from the Mount
Sinai NYU Health Obligated Group (MSNYU) in 2006 and remains a
subsidiary of the inactive MSNYU Health System pending the
approval of the New York Board of Regents to substitute New York
University as the sole corporate member of NYUHC.

Interest Rate Derivatives:

In connection with the 2000D bonds ($54.5 million), NYUHC entered
into a fixed payer swap at a rate of 4.413% relative to LIBOR
expiring in March 2008.  In connection with a working capital loan
($15.0 million), NYUHC entered into two separate fixed payer swaps
a rate of 4.4% relative to LIBOR expiring in December 2007.

Strengths

    * Integrated academic medical center provides opportunities to
      grow market share in the fragmented New York City market as
      an independent entity.  Move towards a medical center model
      is expected to better align the functions of recruitment,
      operations and philanthropy between the hospital and school
      of medicine.

    * Programmatic growth aiding physician recruitment and volume.
      Designated centers of excellence in cancer, cardiovascular,
      children's' services, musculoskeletal and neurosciences are
      growing and generate profit margins.

    * Improved contracting ability as an independent organization
      has resulted in increased revenue from payers.  *Much
      improved financial performance with cashflow demonstrating
      steady increases over a multi-year period.

      * Much improved increase in liquidity although absolute cash
        is modest for a hospital of this size and stature.

Challenges

    * Very weak balance sheet indicators, characterized by modest
      cash and high debt load.  Cash balances expected to improve
      on an absolute basis, but days' cash on hand is not expected
      to improve until at least 2010.

    * Series 2007B bonds increases debt by 23.5% and stresses
      already weak balance sheet ratios.  Debt service coverage
      expected to hover around 2.0 times though the long term.

    * Future debt in the longer term could be material and would
      finance a new clinical building.

    * Fragmented New York City market highlighted by the ability
      of physicians to change referral patterns and move volume
      within the market.  Recruitment of significant number of
      physicians critical to meeting volume growth targets in key
      service lines.

    * New CEO and senior management team replaces long-tenured,
      retired CEO and will require cultural change to move new
      vision for delivery of care and research forward.

    * Integration of NYUHC and the NYU School of Medicine into a
      more aligned academic medical center will include cash
      transfer to NYU School of Medicine to fund shared programs
      that will limit NYUHC balance sheet gains beginning in
      FY2008.

Market Position/Competitive Strategy: Bonds to Address Facility
Needs in Light of Increasing Volume Trends

NYU Hospital Center's strategy to integrate basic and
translational research into its inpatient and outpatient care has
helped solidify its market position on the East Side of Manhattan.  
Emphasis on certain key services as centers of excellence has
contributed to strong physician recruitments and increasing
utilization trends for these key services which also produce a
margin.  Oncology, cardiovascular, children's services,
musculoskeletal (NYUHC merged with 190-bed Hospital for Joint
Diseases effective January 1, 2006), neurosciences and imaging are
the key services identified for programmatic growth, and capital
spending in the future will be to further enhance these service
lines.  Management believes its record of creating demand for
services after making programmatic investments will contribute to
a trend of growing inpatient and outpatient volume.  For example,
oncology visits have grown from 7,137 ambulatory visits in 2003 to
95,993 visits through August 31, 2007.  Total inpatient volume at
NYUHC has varied between 36,000 and 38,000 admissions for the last
three years and a noticeable increase in outpatient surgical
volume and top line growth will be necessary for NYUHC's continued
financial recovery.  Increasing volume is critical to NYUHC's
financial position and the new management team is evaluating
increasing capacity by extending the hours and utilizing weekend
use of its facilities to boost physician availability and
ultimately revenue.  NYUHC's primary service area encompasses
lower Manhattan and Brooklyn.  NYUHC reported a 2% market share
for all New York City discharges (1.2 million discharges) during
2004 (most recent year available).  While this seems quite small,
no single hospital in New York City garners more than 5% market
share due to the fragmented nature of the market although
affiliated hospital systems maintain larger market shares when
combined.  New York City Health and Hospitals Corporation is not
considered a direct competitor, because it caters to a mostly
Medicaid and indigent population.  A significant 61% market share
is held by hospitals not located in the five boroughs of New York
City, and management believes that there are more opportunities to
gain market share from these providers than going head to head
with its local competitors.  Management expects its focused
marketing of quality and outcomes of programs to be a
differentiating factor to patient decisions.

NYUHC's physical plant is in need of critical infrastructure
improvements and the Series 2007A bonds issued in January 2007 and
these Series 2007B bonds will address some of these facility
shortcomings.  Management had hoped to significantly rebuild its
facility during the merger years with Mt Sinai but the financial
deterioration of the Obligated Group meant that those plans were
never addressed over the last seven years.  Replacement of the
emergency generator for the Tisch Hospital, renovation of ICU beds
at Tisch, renovation of the short stay unit and creation of
observation beds, two new interventional cardiology suites and new
offsite ambulatory surgery facility will be financed with bond
proceeds.  Significant volume generated through improved through-
put and this additional capacity will be needed to generate the
revenue to cover the debt service associated with these financings
and meet volume projections which are expected to increase to over
40,000 by 2010.  Due to a planned reduction in rehabilitation
volume, reduced obstetrics volume related to the departure of four
obstetricians from the staff, and general softness in
medical/surgical volume, total volume declined 2.4% in fiscal 2006
but has recovered in the current fiscal year 2007 period when
compared to the comparable 2006 period due to new physician
recruitments.  Cancer center visits continue their robust trend,
with visits expected to be up 18.6% by year end since fiscal 2005.

Management is evaluating the potential for significant additional
debt in the long term to finance a new clinical building on its
campus to replace its existing bed tower.  A CON would need to be
filed and finance plans have not been finalized.

Operating Performance: Improved Performance Since 2006

NYUHC's has made great strides in turning its operating losses
into operating profits since the disaffiliation with Mt Sinai in
2003.  NYUHC's $11.3 million operating deficit in 2003 has
improved in each subsequent year with an operating profit of
$8.9 million in FY 2006 (Moody's excludes investment income from
other operating revenue) and an operating profit of $16.8 million
through eight months FY2007 (August 31).  Improved contract terms
that began in 2004 for its eight largest contracts (93% of its
managed care revenue) which included material rate increases is
the most significant contributor to the improved performance.  
Additionally, volume initiatives, pay for performance contracts
that are aligned with its physician organization and contract
compliance have also generated additional revenue from these
payers. Navigant, a national consulting firm, assisted with
revenue cycle initiatives that in conjunction with length of stay
reductions and performance management kept NYUHC on an improving
financial trend.  Price adjustments for service lines anticipated
to see volume growth can also be expected going forward. Volume
softening in FY2006 was offset by a mid-year reduction of 90 FTEs
and other expense reductions.

Through eight months of 2007, NYUHC has generated a favorable
$16.8 million operating profit (2.3% operating margin and 8.3%
operating cashflow margin), ahead of the $6.5 million for the
comparable 2006 period).  Outpatient volumes continue to exceed
budgeted targets and Moody's calculates an annualized operating
profit of $25.5 million for fiscal year 2007.  Management is
projecting a slight downturn in financial performance in fiscal
2008 due to expected reductions in rates from governmental payers,
increased depreciation and interest expense and conservative
volume estimates for the year.  NYUHC will also be making a
$10 million payment to the NYU School of Medicine in FY2008 for
physician recruitment and shared programs despite the significant
resources held by the School of Medicine and its strong
fundraising abilities.  It is not clear if this will be a one time
or ongoing transfer.  While we understand the rationale for the
transfer, it will hamper financial performance and limit cash
growth.

The Series 2007B bonds were incorporated into our rating
assessment at the time of the Series 2007A bonds.  MADS increases
to a peak $46.6 million (2009) from $38.14 million and pro forma
coverage of 2.0 times is weak despite the improved cashflow being
generated this year.

Balance Sheet Position: Highly Leveraged and Light on Cash

The competitive marketplace and a high expense base for teaching
and research have limited NYUHC from building cash reserves over
time.  Furthermore, NYUHC's January 1998 disaffiliation from the
New York University and medical school and its establishment as a
corporation separate from the University resulted in NYUHC left
with modest cash reserves.  NYUHC also had a $112 million
obligation to the NYU School of Medicine for services rendered
that was originally capitalized over the last seven years.  The
subsidies to the medical school were terminated but will resume,
at least for FY2008 with a $10 million transfer, leaving NYUHC
with weak balance sheet measures that limit the current rating
level.  That said, cash balances have improved considerably over
the last eighteen months, reaching $143.2 million as of August 31,
2007 or 49.7 days of cash on hand (excludes restricted funds
included in board designated funds).

Cash has grown through revenue initiatives that reduced days in
accounts receivable by twelve days since fiscal year end 2005 and
increased philanthropy and investment income.

NYUHC is saddled with a very high debt load and a modest cash to
debt ratio of 27.1% after this financing despite the liquidity
gains detailed above.  Taxable short-term debt of $32 million
funded NYUHC's 2007 required pension contribution and allowed
NYUHC to retain its cash but has exacerbated the leveraged
position of its balance sheet.  A defined contribution plan was
established for new employees after July 2000 but the defined
benefit plan remains underfunded by $67.9 million at FYE2006.

The hospital is limited in its ability to grow cash by its
significant debt load and annual debt service requirements through
at least 2011, before annual MADS declines to $36 million/year.  
Projections do not anticipate days cash on hand growing beyond
current levels.  Capital spending is limited to routine capital
spending that approximates $45 million.

Outlook

The positive outlook is based on improving operating performance
that has continued into the current fiscal year.  NYUHC's longer
term ability to focus on its service line strengths to generate an
improved revenue stream to offset its substantial annual debt
service requirements is the critical factor to an improvement in
its rating.

What could change the rating -- UP

Continued improvement in balance sheet measures, longer trend of
improved financial performance

What could change the rating -- DOWN

Additional debt beyond expectations, financial results that
deviate negatively from projections; reduction in liquidity to
thinner levels

Key Indicators

Assumptions & Adjustments:

    - Based on financial statements for NYU Hospitals Center -
      Consolidating Financial Statements

    - First number reflects Audit year ended December 31, 2006
      (NYUHC includes HJD and CC550) and includes cancer center
      lease with debt numbers

    - Second number reflects pro forma eight months 2007 (includes
      HJD) (August 30) annualized with addition of Series 2007B
      bonds and $32 million debt financing for pension obligation

    - Cash numbers exclude restricted cash that is included in
      board designated funds on the financial statements

Admissions: 36,525; 38,078

Total operating revenue: $1.017 billion; $1.114 billion

Net revenue available for debt service: $62.6 million;
                                        $90.3 million

Total unrestricted cash: $127.25 million; $143.2 million

Total debt outstanding: $270.892 million; $528.2 million

Operating cashflow margin: 6.2%; 7.9%

Cash-to-debt: 46.97%; 27.1%

Debt-to-cashflow: 4.16 times; 7.97 times

Days cash on hand: 47.97 days; 49.7 days

Maximum annual debt service: $31.608 million; $45 million

Maximum annual debt service coverage with actual investment income
as reported: 2.10 times; 2.36 times

Maximum Adjusted annual debt service coverage with investment
income normalized at 6%: 2.06 times; 2.0 times

RATED DEBT (as of August 31, 2007)

Series 2000D, $52.2 million outstanding, Ba2 rating

Series 2006A, $94.59 million outstanding, Ba2 rating

Series 2006B, $27.4 million, taxable, not rated

Series 2007A, $166 million, Ba2 rating

Series 2007B, $95 million; Ba2 rating


OASYS MOBILE: Clear Thinking Named Bankruptcy Plan Trustee
----------------------------------------------------------
Clear Thinking Group, LLC, and Joseph E. Myers, a partner and
managing director in the firm, have been appointed plan trustee in
the bankruptcy case of Oasys Mobile, Inc.

The appointment comes in conjunction with the approval of the
company's Chapter 11 Plan of Reorganization by the Honorable
Christopher S. Sontchi of the United States Bankruptcy Court,
District of Delaware, on Oct. 12, 2007.

Under terms of its engagement agreement with Oasys Mobile, staff
from Clear Thinking Group's Creditors Rights Practice will take
all actions consistent with the duties and responsibilities of the
plan trustee.  Such actions will include, but not be limited to,
handling Oasys Mobile's estate, prosecuting claims and overseeing
the distribution of funds to general unsecured creditors.

Oasys Mobile voluntarily filed for Chapter 11 bankruptcy
protection on July 18, 2007.  It is emerging from Chapter 11 as a
privately held company, with capital funds managed by Associated
Partners LP, a private investment partnership, and Rock Hill
Partners, which through its affiliates manages investment funds
with diversified portfolios of assets.

Headquartered in Raleigh, North Carolina, Oasys Mobile Inc. --
http://www.oasysmobileinc.com/-- (OTCBB: OYSM) provides mobile   
media content, products and services distributed through
OasysMobile.com and top-tier wireless carriers in the U.S. and
abroad.  The company filed for chapter 11 protection on July 18,
2007 (Bankr. D. Del. Case No. 07-10961).  Justin Cory Falgowski,
Esq., and Kimberly Ellen Connolly Lawson, Esq., at Reed Smith LLP,
represent the Debtor.  Bradford J. Sandler, Esq., at Benesch
Friedlander Coplan & Aronoff, represents the Official Committee of
Unsecured Creditors.  In its schedules filed with the Court, the
Debtor disclosed $1,727,848 in total assets and $11,474,328 in
total liabilities.


OCTANS I: Moody's Downgrades Ratings on Seven Note Classes
----------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade these notes:

Class Description: $82,500,000 Class A-2A Second Priority Senior
                   Secured Floating Rate Notes due October 2041

                   Prior Rating: Aaa

                   Current Rating: Aaa, on review for possible
                                   downgrade

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

Class Description: $67,500,000 Class A-2B Third Priority Senior
                   Secured Floating Rate Notes due October 2041

                   Prior Rating: Aaa, on review for possible
                                 downgrade

                   Current Rating: Aa3, on review for possible
                                   downgrade

Class Description: $60,000,000 Class B Fourth Priority Senior
                   Secured Floating Rate Notes due October 2041

                   Prior Rating: Aa2, on review for possible
                                 downgrade

                   Current Rating: A3, on review for possible
                                   downgrade

Class Description: $80,000,000 Class C Fifth Priority Senior
                   Secured Floating Rate Notes due October 2041

                   Prior Rating: Aa3, on review for possible
                                 downgrade

                   Current Rating: Baa1, on review for possible
                                   downgrade

Class Description: $15,000,000 Class D Sixth Priority Mezzanine
                   Secured Floating Rate Notes due October 2041

                   Prior Rating: A2, on review for possible
                                 downgrade

                   Current Rating: Baa3, on review for possible
                                   downgrade

Class Description: $15,000,000 Class E Seventh Priority Mezzanine
                   Secured Floating Rate Notes due October 2041

                   Prior Rating: A3, on review for possible
                                 downgrade

                   Current Rating: Ba1, on review for possible
                                   downgrade

Class Description: $31,000,000 Class F Eighth Priority Mezzanine
                   Secured Floating Rate Notes due October 2041

                   Prior Rating: Baa2, on review for possible
                                 downgrade

                   Current Rating: Ba3, on review for possible
                                   downgrade

Class Description: $39,000,000 Class G Ninth Priority Mezzanine
                   Secured Floating Rate Notes due October 2041

                   Prior Rating: Baa3, on review for possible
                                 downgrade

                   Current Rating: B3, on review for possible
                                   downgrade

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


OLIN CORP: Inks New $220 Mil. Sr. Revolving Credit Facility
-----------------------------------------------------------
Olin Corporation has entered into a new $220 million five-year
senior revolving credit facility that replaces its $160 million
senior revolving credit facility.

The new credit facility comprised of $190 million in U.S. dollar
denominated portion under which the company may borrow and
$30 million U.S./Canadian dollar denominated portion under which
the company and one of its Canadian subsidiaries may borrow.

In addition, the new facility is unsecured and contains
restrictions on the company that are similar to the restrictions
contained in the $160 million senior revolving credit facility.
The facility also includes a $110 million letter of credit
subfacility.

The company said that the new credit facility will expire on
October 29, 2012.

The company further says that Citibank N.A., will act as
administrative agent for the facility; Bank of America, N.A., has
acted as Syndication Agent; Wachovia Bank, N.A. and The Northern
Trust Company have acted as Documentation Agents, while Citigroup
Global Markets, Inc. has acted as Joint Lead Arranger and Sole
Book Manager, and Banc of America Securities LLC has acted as
Joint Lead Arranger.

                    About Olin Corporation

Olin Corporation (NYSE:OLN) has two business segments: Chlor
Alkali Products and Winchester.  Chlor Alkali Products
manufactures chlorine and caustic soda, sodium hydrosulfite,
hydrochloric acid, hydrogen, potassium hydroxide and bleach
products.  Winchester products include sporting ammunition,
reloading components, small caliber military ammunition and
components, and industrial cartridges.

                         *    *    *

On Aug. 31, 2007, Standard & Poor's Ratings Services lowered its
corporate credit and senior unsecured debt ratings on Olin Corp.
to 'BB+' from 'BBB-' and removed the ratings from CreditWatch
where they were placed May 21, 2007.  The outlook is stable.


PAMPELONNE CDO: Moody's Cuts Rating on $5 Mil. Class E Notes to B1
------------------------------------------------------------------
Moody's Investors Service has placed these notes issued by
Pampelonne CDO I, Ltd. on review for possible downgrade:

Class Description: up to $1,062,500,000 of Class S Notes

                   Prior Rating: Aaa

                   Current Rating: Aaa, on review for possible
                                   downgrade

Class Description: $50,000,000 Class A-1 Senior Floating Rate
                   Notes Due 2051

                   Prior Rating: Aaa

                   Current Rating: Aaa, on review for possible
                                   downgrade

Class Description: $50,000,000 Class A-2 Senior Floating Rate
                   Notes Due 2051

                   Prior Rating: Aaa

                   Current Rating: Aaa, on review for possible
                                   downgrade

Class Description: $43,750,000 Class B Floating Rate Notes Due
                   2051

                   Prior Rating: Aa2

                   Current Rating: Aa2, on review for possible
                                   downgrade

Class Description: $18,750,000 Class C Floating Rate Deferrable
                   Notes Due 2051

                   Prior Rating: A2

                   Current Rating: A2, on review for possible
                                   downgrade

Class Description: $11,500,000 Class D Floating Rate Deferrable
                   Notes Due 2051

                   Prior Rating: Baa2

                   Current Rating: Baa2, on review for possible
                                   downgrade

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

Class Description: $5,000,000 Class E Floating Rate Deferrable
                   Notes Due 2051

                   Prior Rating: Ba1

                   Current Rating: B1, on review for possible
                                   downgrade

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


PHARMED GROUP: Taps Trumbull Group as Claims and Noticing Agent
---------------------------------------------------------------
Pharmed Group Holdings Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the Southern District of
Florida for authority to employ Trumbull Group LLC dba Wells Fargo
Trumbull as its claims, noticing and balloting agent.

Trumbull Group will:

   a) prepare and serve required notices in these Chapter 11
      cases, including:

         i. notice of commencement of these Chapter 11 cases and
            the initial meeting of creditors under section 341(a)
            of the Bankruptcy Code;

        ii. notice of any auction sale hearing;

       iii. notice of the claims bar date;

        iv. notice of objection to claims;

         v. notice of any hearings on a disclosure statement and
            confirmation of a plan of reorganization; and

        vi. other miscellaneous notices to any entities, as the
            Debtors or the Court may deem necessary or appropriate
            for an orderly administration of these Chapter 11
            cases;

   b) after the mailing of a particular notice, file with the
      Clerk's office a certificate or affidavit of service that
      includes a copy of the notice involved, a list of persons to
      whom the notice was mailed and the date and manner of
      mailing;

   c) maintain copies of all proofs of claim and proofs of
      interest filed;

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

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

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

       iii. the claim number assigned; and

        iv. the asserted amount and classification of the claim;

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

   f) transmit to the Clerk's office a copy of the claims
      registers on a monthly basis, unless requested by the   
      Clerk's office on a more or less frequent basis; or, in the
      alternative, make available the claims register on-line;

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

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

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

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

   j) provide temporary employees to process claims, if necessary;

   l) provide balloting services in connection with the
      solicitation process for any Chapter 11 plan for which a
      disclosure statement has been approved by the Court;

   m) provide such other claims processing, noticing and related
      administrative services as may be requested from time to
      time by the Debtors; and

   n) promptly comply with such further conditions and
      requirements as the Court may at any time prescribe.

In addition, the Debtors seek to employ Trumbull to assist, among
other things:

   a) the reconciliation and resolution of claims; and

   b) the preparation, mailing and tabulation of ballots for
      the purpose of voting to accept or reject any plans of
      reorganization proposed by the Debtors in these cases.

Document filed with the Court did not disclose the Firm's
compensation rates.

Jessica L. Wasserstrom, a vice president and senior consultant of
the firm, assures the Court that the firm does not hold any
interest adverse the Debtors' estate and is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

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.


PXRE CAPITAL: Moody's Lifts and Then Will Withdraw B1 Rating
------------------------------------------------------------
Moody's Investors Service has upgraded the debt rating of PXRE
Capital Trust I to B1 from B2 and that it will withdraw the rating
for business reasons.  This completes the review for possible
upgrade initiated on May 22, 2007.  The outlook on the rating is
stable.

Moody's said that the rating upgrade reflects the ownership and
implicit support provided by PXRE's new ultimate parent, Argo
Group International Holdings, Ltd., following the recent merger of
PXRE Group Ltd. and specialty insurance carrier Argo Group Inc.

While PXRE's credit profile benefits from Argo's ownership and
support, its rating uplift is limited given that PXRE is expected
to remain in runoff and is currently slated to provide internal
reinsurance support to Argo Group's recently launched reinsurance
operation, Peleus Re Ltd, which will write both property
catastrophe and casualty reinsurance and potentially place an
incremental drag on PXRE's capital adequacy.

The rating and stable outlook on PXRE reflects Moody's expectation
that the company's liquid investment portfolio, current level of
capitalization, along with the favorable tax and regulatory
environment in Bermuda will permit the company to satisfy its
near-term obligations.

The last rating action occurred on May 22, 2007 when Moody's
upgraded the ratings of PXRE Capital Trust I and left the ratings
on review for possible further upgrade.

Headquartered in Bermuda, Argo Group International Holdings, Ltd.
(NASDAQ: AGII) is a publicly-traded international underwriter of
specialty insurance and reinsurance products in the property and
casualty market.


QWEST COMMS: Earns $2.06 Billion in 3rd Quarter Ended Sept. 30
--------------------------------------------------------------
Qwest Communications International Inc. reported Tuesday third
quarter 2007 results, significantly affected by certain legal and
tax related matters.  

For the quarter, Qwest reported earnings of $2.06 billion, which
includes the recognition of a $2.15 billion tax benefit and
$353 million in charges for litigation.  This compares with net
income of $194 million in the 2006 quarter.

Operating revenue of $3.4 billion in the quarter reflected growth
in the mass markets channel, stable business revenue with
improving trends, and pressure largely coming from declines in the
wholesale channel.  Data, Internet and video services revenue of
$1.3 billion grew to 37% of operating revenue and increased by 10%
over year-ago levels.  Data, Internet and video revenues were
supported by sequential and year-over-year growth in the mass
markets, business and wholesale sales channels.  Highlighting this
growth are continued strong trends in strategic products such as
Broadband and video, as well as developing technology products
such as metro Ethernet, integrated access, MPLS-based products and
hosting.

"The quarter's operating results were enhanced by significant
milestones that solidified our opportunity for ongoing growth and
value creation.  The settlement of remaining opt-out shareholder
litigation matters is a significant step in putting uncertainties
behind us, and the accounting recognition of the value of tax
assets indicates confidence in our future profitability," said
Edward A. Mueller, Qwest chairman and chief executive officer.
"Through exceptional customer service, profitable growth and
capital and cost discipline, I am confident that Qwest is well-
positioned to build on a foundation of ongoing value creation."

Qwest's operating expenses totaled $3.26 billion for the quarter,
including charges of $353 million for litigation.  After adjusting
for these charges, third quarter operating expenses declined
$185 million, or 6.0% year over year, and were down 0.9% from the
previous quarter.  Productivity initiatives continue to generate
meaningful reductions in facility and employee-related costs.  
These combined costs were down nearly 1% sequentially and more
than 6% from the prior year.

Qwest's adjusted EBITDA was stable at $1.15 billion in the third
quarter compared to $1.15 billion in the second quarter and up
from $1.13 billion in the year-ago third quarter.

"Steadily improving net income and adjusted free cash flow
supported recognition of the value of our tax asset and are a
testament to the financial discipline we have come to represent,"
said John W. Richardson, Qwest executive vice president and chief
financial officer.  "Our ongoing discipline and focus on revenue
and cost initiatives should continue to turn positive trends into
positive results."

             Cash Flow, Capital Spending and Interest

Qwest adjusted free cash flow of $333 million in the quarter
included planned semi-annual interest payments.  Year-to-date
adjusted free cash flow of $1.16 billion is an improvement of
$359 million year over year.  The comparative increase in cash
flow was driven by the improvement in operating results as well as
the timing of capital expenditures and benefits from the balance
sheet.

Year-to-date capital expenditures totaled $1.16 billion, compared
to $1.23 billion last year when the capital investment was
balanced throughout the year and new commercial and residential
development was more robust.  Capital expenditures have been
impacted by the decline in housing starts during the year, but
with capital redeployment in support of revenue growth projects
and fiber to the node deployments, 2007 capital expenditures are
still expected to approximate 2006 levels.  The company's board
has authorized increased spending of up to $300 million going
forward in support of faster broadband speeds connecting its
network to customers' homes.  Over half of the wireline spend this
year was directed toward increasing the speeds and capabilities of
the network benefiting all sales channels.

Interest expense totaled $272 million for the quarter, compared to
$291 million for the third quarter a year ago, reflecting lower
debt levels and debt refinancing.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$22.71 billion in total assets, $22.42 billion in total
liabilities, and $291 million in shareholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $3.77 billion in total current
assets available to pay $5.25 billion in total current
liabilities.

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?24a9

                      Net Debt and Liquidity

As of Sept. 30, 2007, total net debt was $13.3 billion, down
$134 million compared to June 30, 2007, and down $465 million from
a year ago.  Qwest also paid down $250 million in higher coupon
debt in October as it continues to opportunistically improve its
credit profile.

The company maintained strong liquidity with cash and cash
equivalents of $1.1 billion at the end of the quarter.  The
company executed 58% of the approved $2 billion share buyback plan
through the end of the quarter and hit 62% as of Oct. 30, 2007.

                    About Qwest Communications

Based in Denver, Colorado, Qwest Communications International Inc.
(NYSE: Q) -- http://www.qwest.com/-- offers a combination of  
managed voice and data solutions for businesses, government
agencies and consumers - nationwide and globally.

                          *     *     *

Qwest still carries Standard & Poors' BB long term foreign issuer
credit and long term local issuer credit ratings placed last
Dec. 21, 2006.  Outlook is stable.


RAINBOW NATIONAL: Moody's Confirms B1 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service confirmed the ratings of Cablevision
Systems Corporation, CSC Holdings, Inc. and Rainbow National
Services LLC.  However, given the uncertainty regarding the
company's fiscal plan following the rejected offer to take the
company private, Moody's assigned a developing outlook to
Cablevision and Rainbow pending a more thorough understanding of
its strategy going forward.

Although Moody's believes that another very leveraging transaction
over the near term is unlikely due to negative changes within the
credit environment, the rating agency expects the company to
evaluate a range of options including investing in business
expansion, selling assets and future shareholder oriented rewards
such as share repurchases or dividends.  Greater clarity is
anticipated by year end.  Additionally, in Moody's view,
Cablevision and Rainbow's existing capital structure is sufficient
to meet the company's current liquidity needs.

Cablevision's B1 corporate family rating continues to incorporate
the shareholder orientation of the controlling shareholder, the
Dolan family, as well as the more event driven nature of the
combined businesses, including investments in speculative
ventures.  In addition, the rating considers the increasingly
competitive environment for incumbent cable operators and
Cablevision, more specifically, given its exposure to Verizon and
its investments in FiOS within Cablevision's footprint.  Moreover,
despite continued growth from the increased penetration of data
and telephony, the products in these markets are beginning to
mature (especially data) and the cable company's growth trajectory
is expected to slow.  Notwithstanding these challenges,
Cablevision' cable Restricted Group continues to reflect strong
operating performance and could be poised to de-lever absent other
material strategic changes implemented by the Dolan family.
Cablevisions's financial metrics reflect the characteristics of a
strongly positioned B1 operator, however, a more positive outlook
will hinge on whether the company intends to operate with its
current capital structure (or something similar given the maturity
schedule), acquire or otherwise re-lever.  Notably, Cablevision's
current rating incorporates a fair amount of debt capacity (about
two turns debt/EBITDA) and a Ba3 rating would assume the company
could commit to maintaining leverage below 6 times.

Rainbow's B1 corporate family rating also reflects the shareholder
orientation and potential for speculative investments.  Rainbow's
cash generating ability has been a source of capital for the more
speculative ventures of its parent company, Rainbow Media
Enterprises.  In addition, Rainbow lacks diversity both because
its value is concentrated in one asset, AMC, and because of the
concentration of its customers among a small number of MSOs.  
However, Rainbow's financial metrics are quite strong for its
rating category and should some clarity be provided regarding the
company's funding of speculative investments held at other
entities, as well as other potential strategic alternatives,
Rainbow's rating outlook could change to positive.

Moody's has taken these ratings action:

Cablevision Systems Corporation

    * Corporate Family Rating -- Confirmed B1

    * Probability of Default Rating -- Confirmed B1

    * Senior Unsecured Regular Bond/Debenture -- Confirmed B3,
      LGD6 -- 93%

CSC Holdings, Inc.

    * Senior Secured Bank Credit Facility -- Confirmed Ba2,
      LGD2 -- 24%

    * Senior Unsecured Regular Bond/Debenture -- Confirmed B2,
      LGD5 -- 73%

Rainbow National Services LLC

    * Corporate Family Rating -- Confirmed B1

    * Probability of Default Rating -- Confirmed B1

    * Senior Secured Bank Credit Facility -- Downgraded to Ba2,
      LGD2 -- 24%, from Ba1, LGD2 -- 19%

    * Senior Unsecured Regular Bond/Debenture -- Confirmed B2,
      LGD4 -- 69%

    * Senior Subordinated Regular Bond/Debenture -- Confirmed B3,
      LGD5 -- 89%

Outlook Actions:

CSC Holdings, Inc.

    * Outlook, Changed To Developing from Rating Under Review

Cablevision Systems Corporation

    * Outlook, Changed To Developing from Rating Under Review

Rainbow National Services LLC

    * Outlook, Changed To Developing from Rating Under Review

Separately, Moody's downgraded the rating of RNS' senior secured
credit facilities to Ba2, from Ba1, due to the changes in RNS'
capital structure following the redemption of $175 million of RNS'
senior subordinated notes in September 2007.  The downgrade of
RNS' senior secured credit facilities reflects the reduction in
junior capital cushion following the redemption of $175 million of
senior subordinated notes due 2014.

Headquartered in Bethpage, New York, Cablevision Systems
Corporation is a domestic cable multiple system operator serving
approximately 3 million subscribers in and around the metropolitan
New York area.

Rainbow National Services LLC, headquartered in Jericho, New York,
supplies television programming to cable television and direct
broadcast service providers throughout the United States. The
company operates three entertainment programming networks,
American Movie Classics, WE: Women's Entertainment, and The
Independent Film Channel.


RAMPART CLO: S&P Assigns 'BB' Prelim. Rating on Class E Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Rampart CLO 2007 Ltd.'s $466.85 million floating-rate
notes.
     
The preliminary ratings are based on information as of Oct. 30,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect:

     -- The expected commensurate level of credit support in
        the form of subordination to be provided by the notes
        junior to the respective classes, and by the
        subordinated notes and the overcollateralization;

     -- The cash flow structure, which was subjected to various
        stresses requested by Standard & Poor's; and

     -- The transaction's legal structure, including the
        issuer's bankruptcy remoteness.
   
   
                 Preliminary Ratings Assigned
                     Rampart CLO 2007 Ltd.
   
             Class          Rating            Amount
             -----          ------            ------
             A              AAA             $384,000,000
             B              AA               $26,100,000
             C (deferrable) A                $25,100,000
             D (deferrable) BBB              $15,300,000
             E (deferrable) BB               $16,350,000
        Subordinated notes  NR               $40,150,000

                        NR -- Not rated.


REABLE THERAPEUTICS: Moody's Rates Proposed $100 Mil. Loan at Ba3
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to ReAble
Therapeutics Finance LLC's proposed $100 million senior secured
revolver and $1,055 million senior secured term loan as well as a
Caa1 rating to the company's proposed $575 million senior
unsecured notes.  Upon the close of the transaction, Moody's will
be re-assigning the Corporate Family Rating, Probability of
Default Rating and Speculative Grade Liquidity Rating to ReAble
Therapeutics Finance LLC (the highest entity with rated debt) from
ReAble Therapeutics, Inc.

At that time, Moody's anticipates confirming the company's B2
Corporate Family Rating, B2 Probability of Default Rating and Caa1
rating for its existing $200 million senior subordinated notes
with the outlook revised to negative.  Additionally, Moody's
anticipates downgrading the company's Speculative Grade Liquidity
Rating to SGL-3 from SGL-2.  Thereafter, ReAble Therapeutics
Finance LLC will be renamed DJO Finance LLC and will be the
borrower under the revolver and term loan as well as the issuer
under the senior unsecured notes and senior subordinated notes.

Moody's continued the rating review for possible downgrade of DJO,
LLC's existing ratings with the expectation that they will be
confirmed and withdrawn at the close of the transaction.  In
addition, Moody's continued the rating review for possible
downgrade for the ratings on ReAble Therapeutics Finance LLC's
existing senior secured revolver and senior secured term loan with
the anticipation that they will be confirmed and withdrawn at the
close of the transaction.

The revision of the ratings outlook to negative from stable
reflects the increased amount of pro forma debt that the company
will inherit as part of the acquisition.  Additionally, Moody's
expects free cash flow to remain modest through the ratings
horizon as the company incurs additional interest expense and
costs associated with the integration of the two entities.  The
ratings outlook incorporated Moody's expectation that the company
will continue its acquisition strategy over the near term within
the constraints of the senior secured credit facilities.

The downgrade of the Speculative Grade Liquidity rating to SGL-3
from SGL-2 reflects the modest amount of free cash flow through
June 30, 2008, availability under the $100 million proposed senior
secured revolving credit facility and the covenant lite structure
of the proposed credit facilities.  The credit facilities will
only have one financial covenant (e.g. maximum senior secured
leverage ratio).

Ratings are subject to review of final documentation.

These ratings were assigned to ReAble Therapeutics Finance LLC:

    -- Ba3 (LGD2/27%) senior secured debt rating for a
       $100 million Senior Secured Revolver;

    -- Ba3 (LGD2/27%) senior secured debt rating on a
       $1,055 million Senior Secured Term Loan; and

    -- Caa1 (LGD5/78%) senior unsecured debt rating on
       $575 million Senior Unsecured Notes.

At the close of the transaction, these ratings will be re-assigned
from ReAble Therapeutics, Inc. to ReAble Therapeutics Finance,
LLC:

    -- B2 Corporate Family Rating;

    -- B2 Probability of Default Rating; and

    -- Caa1 (to LGD6/94% from LGD5/80%) rating on the $200 million
       Senior Subordinated Notes.

At the close of the transaction, these rating will be re-assigned
from ReAble Therapeutics, Inc. and downgraded at ReAble
Therapeutics Finance, LLC:

    -- Downgrade to SGL-3 from SGL-2 -- Speculative Grade
       Liquidity rating.

These ratings for DJO, LLC will remain on review for possible
downgrade and will be confirmed and withdrawn at the close of the
transaction:

    -- Ba3 Corporate Family Rating;

    -- B1 Probability of Default Rating;

    -- SGL-2 Speculative Grade Liquidity Rating;

    -- Ba3 (LGD3/33%) senior secured debt rating on a Senior
       Secured Revolver; and

    -- Ba3 (LGD3/33%) senior secured debt rating on a Senior
       Secured Term Loan.

Headquartered in Austin, Texas, ReAble Therapeutics Finance LLC is
a diversified orthopedic device company.  ReAble is owned by The
Blackstone Group, a private equity firm.  For the twelve months
ended June 30, 2007, the company reported $391 million in
revenues.

Headquartered in Vista, California, DJO, Incorporated is a global
provider of solutions for musculoskeletal and vascular health,
specializing in rehabilitation and regeneration products.  
Currently, DJO is in the process of being acquired by ReAble.  For
the twelve months ended June 30, 2007, the company reported
$459 million in revenues.


ROWE COS: Judge Mitchell Confirms Amended Chapter 11 Plan
---------------------------------------------------------
The Honorable Stephen S. Mitchell of the United States Bankruptcy
Court for the Eastern District of Virginia confirmed The Rowe
Companies' Third Amended Chapter 11 Plan of Reorganization.

As previously reported in the Troubled Company Reporter, Judge
Mitchell approved the Debtor's Disclosure Statement on Sept. 14,
2007.

              American Communications Transaction

On May 2, 2007, the Debtor and American Communications entered
into a Summary of Terms and Conditions or Proposed Plan of
Reorganization of The Rowe Companies.  Pursuant to the Term Sheet,
American Communications agreed to $120,000 and fund an additional
$60,000 of professional in connection of a chapter 11
reorganization plan, which, among other things, transfers 100%
of the stock in the reorganized company to American Communication.

On May 31, 2007, the Court approved the issuance of equity
securities in the Debtor to American Communication in return or
the $60,000 payment.  In July 2007, the Debtor issued 60,000
shares of common stock to Rowe Acquisition Corp., an entity
designated by American Communications.

                     Treatment of Claims

The Debtor discloses that according to its records, it has paid
most, if not all of the priority claims pursuant to orders from
the Court.  The Debtor relates that a number of entities however
have filed proofs of claim alleging that they hold priority
claims.

The Debtor intends to file objections on these alleged
priority claims.  However, to the extent a creditor holds an
allowed Priority Claim, it will be paid on a pro-rata basis by
the TRC Liquidating Trust until paid in full without interest.

Holder of General Unsecured Claims will be paid on a pro rata
basis using funds available for distribution.

The Plan does not disclose what percentage of their claims
unsecured creditors will recover.

Equity Interests will be cancelled and extinguished with the
exception of the 60,000 shares held by Rowe Acquisition.

A full-text copy of the Third Amended Chapter 11 Plan of
Reorganization is available for a fee at:

   http://www.researcharchives.com/bin/download?id=070920222808

Headquartered in McLean, Virginia, The Rowe Companies --
http://www.therowecompanies.com/-- manufactures upholstered     
retail home and office furniture, interior decorations, tableware,
lighting fixtures, and other interior design accessories.  The
company owns 100% of stock of manufacturing and retail
subsidiaries, Rowe Furniture -- http://www.rowefurniture.com/--      
and Storehouse, Inc. -- http://www.storehousefurniture.com/        

The company and its two affiliates filed for chapter 11 protection
on Sept. 18, 2006 (Bank. E.D. Va. Case Nos. 06-11142 to 06-11144).  
Alexander McDonald Laughlin, Esq., Dylan G. Trache, Esq., H. Jason
Gold, Esq., Rebecca L. Saitta, Esq., and Valerie P. Morrison,
Esq., at Wiley Rein LLP, represent the Debtors.  Douglas M. Foley,
Esq., Kenneth Michael Misken, Esq., and Sarah Beckett Boehm, Esq.,
at McGuireWoods LLP, represent the Official Committee of Unsecured
Creditors of Rowe Furniture.

In schedules submitted with the Court, The Rowe Companies listed
total assets of $42,939,780 and total debts of $34,948,206; Rowe
Furniture listed total assets of $66,431,812 and total debts of
$46,486,046; and Storehouse, Inc. listed total assets of
$33,090,987 and total debts of $109,777,822.


ROWE COS: Judge Mitchell Denies U.S. Trustee's Conversion Plea
--------------------------------------------------------------
The Honorable Stephen S. Mitchell of the United States Bankruptcy
Court for the Eastern District of Virginia denied the U.S. Trustee
for Region 4, W. Clarkson McDow, Jr.'s request to convert The Rowe
Companies' Chapter 11 case into a Chapter 7 liquidation
proceeding.

As reported in the Troubled Company Reporter on Sept. 24, 2007,
the U.S. Trustee told the Court that the Debtor failed to pay fees
due to the U.S. Trustee for the first and second quarters of 2007.  
The Debtor also failed to file the required monthly operating
reports for the months of January, June and July 2007.

The U.S. Trustee disclosed that the Debtor is no longer operating
and didn't have any cash.

The U.S. Trustee related the Debtor provides no support for its
belief that creditors will receive $120,000 new stock payment or
any amount in Chapter 11 than under a Chapter 7 liquidation.

                         About Rowe

Headquartered in McLean, Virginia, The Rowe Companies --
http://www.therowecompanies.com/-- manufactures upholstered     
retail home and office furniture, interior decorations, tableware,
lighting fixtures, and other interior design accessories.  The
company owns 100% of stock of manufacturing and retail
subsidiaries, Rowe Furniture -- http://www.rowefurniture.com/--      
and Storehouse, Inc. -- http://www.storehousefurniture.com/        

The company and its two affiliates filed for chapter 11 protection
on Sept. 18, 2006 (Bank. E.D. Va. Case Nos. 06-11142 to 06-11144).  
Alexander McDonald Laughlin, Esq., Dylan G. Trache, Esq., H. Jason
Gold, Esq., Rebecca L. Saitta, Esq., and Valerie P. Morrison,
Esq., at Wiley Rein LLP, represent the Debtors.  Douglas M. Foley,
Esq., Kenneth Michael Misken, Esq., and Sarah Beckett Boehm, Esq.,
at McGuireWoods LLP, represent the Official Committee of Unsecured
Creditors of Rowe Furniture.

In schedules submitted with the Court, The Rowe Companies listed
total assets of $42,939,780 and total debts of $34,948,206; Rowe
Furniture listed total assets of $66,431,812 and total debts of
$46,486,046; and Storehouse, Inc. listed total assets of
$33,090,987 and total debts of $109,777,822.


RUNNING HORSE: La Jolla Buys 30 Land Parcels for $10 Million
------------------------------------------------------------
Following dismissal of its chapter 11 case, Running Horse LLC's
country club project, its principal asset, was auctioned off
Wednesday to repay a secured loan, various reports say.

At the foreclosure sale, secured lender La Jolla Loans purchased
30 of the 38 parcels of land of the country club for $10 million.

The remaining eight parcels of land will be sold publicly in late
November, but La Jolla Loans stated they will bid on those parcels
too, cbs47.tv relates.

Following the auction, the City of Fresno is expected to negotiate
a deal with La Jolla Loans for the purchase and transfer of the
property to Donald Trump who will then develop the project.

Sanford Nax of The Fresno Bee adds that the sale attracted only
one competing bid, a $6.5 million offer from former City Council
Member Chris Mathys, who said he represented some outside
investors.

According to Fresno Bee, Mick Evans, the project's owner, had
sought the protection of bankruptcy court to avoid foreclosure of
the project while he tried to reorganize its finances and sell the
property.

Headquartered in Fresno, California, Running Horse LLC
-- http://www.runninghorsegolf.com/-- owns and operates the  
Running Horse Golf & Country Club, a multi-entry private,
gated community that has 758 upscale homesites, an 18-hole
championship golf course, and a 42,000-square foot clubhouse
with spa facilities and a fitness center.  

The company filed for chapter 11 protection on April 27, 2007
(Bankr. E.D. Calif. Case No. 07-11185).  Riley C. Walter, Esq. at
Fresno, Calif., served as the Debtor's counsel.  When the Debtor
filed for bankruptcy, it listed assets of less than $10,000
and debts between $1 million to $100 million.


SAKS INC: Baugur Says it Has Right to Acquire 8.5% of Common Stock
------------------------------------------------------------------
Baugur Group hf. disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that as of Oct. 29, 2007, it
has the right to acquire 12,210,000 shares, or approximately 8.5%,
of Saks Inc.'s Common Stock.

Baugur discloses that this percentage of shares is calculated
based on 143,411,860 shares of the company's Common Stock
outstanding as reported in the company's quarterly report on Form
10-Q for the quarterly period ending Aug. 4, 2007.

Baugur's beneficial ownership arises through a series of Icelandic
forward contracts that it has entered into with Landsbanki Islands
hf.  Pursuant to each Forward Contract, Baugur has, on the
contract maturity date, the right to require Landsbanki to sell to
it the number of shares of Common Stock of the company to which
the Forward Contract relates for a price specified in such Forward
Contract.

Baugur further said that it will seek to engage in discussions
with the company's management and members of the company's Board
of Directors with respect to a possible acquisition of the Issuer.

In addition, Baugur has consulted with financial and legal
advisers and expects to hold discussions with Milestone Resources
Group Limited and other third parties with respect to the
financing of a possible acquisition.  In connection with these
efforts, Baugur or its affiliates may seek to enter into
agreements, arrangements or understandings with other shareholders
of the company, including Milestone Resources Group Limited, with
regard to such shareholders' shares or other matters that relate,
directly or indirectly, to Baugur's current intent to explore a
possible proposal for the acquisition of the Issuer.  In addition,
Baugur may also seek to engage in discussions with management of
the Issuer concerning the business or operations of the company or
concerning potential investments by Baugur in securities of the
Issuer and/or its subsidiaries.

Although Baugur is currently actively exploring its options with
respect to the company, there can be no assurances that Baugur
will seek to implement any one or more of the foregoing actions
and Baugur expressly reserves the right to change its intentions
with regard to the company.

                      About Baugur Group

Baugur Group hf. -- http://wwwbauguris/-- is an international  
retail company with operations in the United States, Scandinavia
and Iceland.  The company, which is headquartered in Reykjavik,
Iceland, unites three companies, which are responsible for their
respective business in three specific areas of activity. Baugur-
Iceland is a retailer of general merchandise, including food,
specialty and pharmaceutical products.  Baugur-USA operates dollar
stores and low-price discount stores.  Baugur-ID is active in
investments and development.  Its portfolio includes The Big Food
Group, House of Fraser and Somerfield, among others.  The company
aims to expand its position within these areas of activity through
multiple retail formats and selective acquisitions.

                         About Saks

Saks Incorporated -- http://saksincorporatedcom/-- operates Saks  
Fifth Avenue and Off Fifth and Club Libby Lu.  Saks Fifth Avenue
stores are principally freestanding stores in exclusive shopping
destinations or anchor stores in upscale regional malls, and the
stores typically offer an assortment of luxury fashion apparel,
shoes, accessories, jewelry, cosmetics and gifts.  Off Fifth is
intended to be the luxury off-price retailer in the United States
and provides an outlet for the sale of end-of-season clearance
merchandise.

Previously, the company operated Saks Department Store Group,
which consisted of Proffitt's and McRae's which was sold to Belk,
Inc. in July 2005.  The company's Northern Department Store Group
which under the nameplates of Bergner's, Boston Store, Carson
Pirie Scott, Herberger's and Younkers, was to The Bon-Ton Stores,
Inc. (in March 2006).  The company also operated Parisian which
was sold to Belk in October 2006.


SAKS INC: Baugur Disclosure Cues S&P to Revise CreditWatch
----------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications for New York City-based Saks Inc. to developing from
positive.  This action follows a Schedule 13D disclosure by
Iceland-based Baugur Group hf. that it has the right to acquire an
approximate 8.5% stake in Saks' common stock and that it is
considering making a joint bid (with Milestone Resources Group
Ltd.) to acquire the company.
      
"Although there is no certainty of a bid, we would expect that
acquisition of the company would result in a significant addition
to leverage," said Standard & Poor's credit analyst Gerald A.
Hirschberg," and that Saks' margin of cash flow to cover interest
would be substantially diminished."  We will monitor developments
as they occur.


SCO GROUP: Selects Dorsey & Whitney as Special Corporate Counsel
----------------------------------------------------------------
The SCO Group Inc. and SCO Operations Inc. ask the United States
Bankruptcy Court for the District of Delaware for authority to
employ Dorsey & Whitney LLP as special corporate and securities
counsel, nunc pro tunc to Sept. 14, 2007.

Dorsey & Whitney will:

   a. advise and counsel the Debtors with respect to their
      responsibilities in complying with the requirements of
      regulatory authorities and general corporate matters;

   b. give advice with respect to continued compliance with
      securities matters, specifically with respect to the
      Debtors' continued compliance with the Securities Act of
      1033 and the Securities and Exchange Act of 1934, including
      the preparation and filing of quarterly and annual reports
      required by federal law that will be necessary during the
      pendency of the cases;

   c. give advice with respect to general corporate governance,
      transactional, finance, labor and employment, and other
      related general outside counsel matters; and

   d. assist lead bankruptcy counsel as may be needed to protect
      the interests of the estates in all matters pending before
      the Court.

The Debtors will pay the firm at its standard hourly rate.  

      Professional                 Designation     Rate
      ------------                 -----------     ----
      Nolan S. Taylor, Esq.        Partner         $440
      Devan Padmanabhan, Esq.      Partner         $495
      Eric Lopez Schnabel, Esq.    Partner         $450
      Samuel P. Gardner, Esq.      Partner         $330
      David Marx                   Associate       $270

In addition, Dorsey had unbilled fees and expenses owed by the
Debtors totaling $53,128 and other expenses already billed
totaling $1,622.  Prior to the bankruptcy filing, Dorsey received
a $100,000 retainer, however Dorsey was not able to issue an
invoice for its unbilled expenses.  The Debtors and Dorsey has
requested for authority to apply the unbilled claim against the
retainer and the remainder of the retainer against fees approved
for payment pursuant to Court orders.

The Debtors believe that the employment of Dorsey & Whitney is
necessary and in the best interest of the Debtors' estates.

The firm can be reached at:

                Nolan S. Taylor, Esq.
                Dorsey & Whitney LLP
                170 South Main Street, suite 900
                Salt Lake, Utah
                http://www.dorsey.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: Taps Boies Schiller as Special Litigation Counsel
------------------------------------------------------------
The SCO Group Inc. and SCO Operations Inc. ask the United States
Bankruptcy Court for the District of Delaware for authority to
employ Boies, Schiller & flexner LLP as special litigation
counsel, nunc pro tunc to Sept. 14, 2007.

Boies Schiller will assist the Debtors in connection with the
continuation of the SCO Litigation.  The SCO Litigation consists
of these pending matters:

   -- SCO Group v. International Businesses Machines Corp. pending
      in the U.S. District Court for the District of Utah;

   -- SCO Group v. Novell Inc. pending in the U.S. District Court
      for the District of Utah;

   -- Red Hat Inc. v. SCO Group pending in the U.S. District Court
      for the District of Delaware;

   -- SCO Group v. Autozone Inc. pending in the U.S. District
      Court for the District of Nevada;

   -- SCO Group v. DaimlerChrysler Corporation pending in the
      State of Michigan, Circuit Court for the County of Oakland;

   -- Gray Litigation: Wayne R. Gray v. Novell, SCO Group and
      X/Open Company Ltd. pending in the U.S. District Court for
      the Middle District of Florida; and

   -- SuSE Linux GmbH v. SCO Group pending before the
      International Court of Arbitration.

Specifically, the firm will:

   a. give advice to the Debtors with respect to the SCO
      Litigation;

   b. prepare motions, pleadings, orders, applications, adversary
      proceedings, and other legal documents necessary in the
      prosecution, defense or appeal of administration of the SCO
      Litigation;

   c. represent the Debtors at all trials, hearings or arbitration
      proceedings with respect to the SCO Litigation; and

   d. protect the interests of the Debtors with respect to the SCO
      Litigation.

Subject to the Court's approval, the Debtors will pay the firm at
its standard hourly rate with respect to the Gray Litigation and
50% of its standard hourly rates with respect to the SuSE
Arbitration and continue the terms of their pre-bankruptcy
engagement on other SCO Litigation.

The Debtors believe that the employment of the firm is necessary
and in the best interest of the Debtors' estates.  To the best of
the Debtors' knowledge, Boies Schiller does not represent or hold
any interest adverse to the Debtors or their estates.

The firm can be reached at:

             Stuart H. Singer, Esq.
             Boies, Schiller & flexner LLP
             333 Main St.
             Armonk, NY 10504-1812
             Tel: (914) 749-8200
             Fax: (914) 749-8300
             http://www.bsfllp.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.


SCORPIUS CDO: Moody's Downgrades Ratings on Six Note Classes
------------------------------------------------------------
Moody's Investors Service placed these notes issued by Scorpius
CDO, Ltd. on review for possible downgrade:

Class Description: $975,000,000 Class A-1 First Priority Senior
                   Secured Floating Rate Notes Due 2046

                   Prior Rating: Aaa

                   Current Rating: Aaa (on review for possible
                                   downgrade)

Class Description: $90,000,000 Class A-2A Second Priority Senior
                   Secured Floating Rate Notes due 2046

                   Prior Rating: Aaa

                   Current Rating: Aaa (on review for possible
                                   downgrade)

Class Description: $90,000,000 Class A-2B Third Priority Senior
                   Secured Floating Rate Notes due 2046

                   Prior Rating: Aaa

                   Current Rating: Aaa (on review for possible
                                   downgrade)

Class Description: $50,000,000 Class B Fourth Priority Senior
                   Secured Floating Rate Notes due 2046

                   Prior Rating: Aa2

                   Current Rating: Aa2 (on review for possible
                                   downgrade)

Class Description: $60,000,000 Class C Fifth Priority Senior
                   Secured Floating Rate Notes due 2046

                   Prior Rating: Aa3

                   Current Rating: Aa3 (on review for possible
                                   downgrade)

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

Class Description: $22,000,000 Class D Sixth Priority Mezzanine
Secured Floating Rate Notes due 2046

                   Prior Rating: A2

                   Current Rating: Ba3 (on review for possible
                                   downgrade)

Class Description: $52,000,000 Class E Seventh Priority Mezzanine
                   Secured Floating Rate Notes due 2046

                   Prior Rating: A3

                   Current Rating: B1 (on review for possible
                                   downgrade)

Class Description: $58,000,000 Class F EighthPriority Mezzanine
                   Secured Floating Rate Notes due 2046

                   Prior Rating: Baa2

                   Current Rating: B3 (on review for possible
                                   downgrade)

Class Description: $20,000,000 Class G NinthPriority Mezzanine
                   Secured Floating Rate Notes due 2046

                   Prior Rating: Baa3

                   Current Rating: Caa1 (on review for possible
                                   downgrade)

Class Description: $37,500,000 Class A Preferred Securities

                   Prior Rating: Ba1

                   Current Rating: Caa3 (on review for possible
                                   downgrade)

Class Description: $30,000,000 Class B Preferred Securities

                   Prior Rating: Ba3

                   Current Rating: Caa3 (on review for possible
                                   downgrade)

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


SEQUOIA MORTGAGE: S&P Lifts Ratings on 50 Certificate Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 50
classes of mortgage pass-through certificates from 17 Sequoia
Mortgage Trust transactions.  At the same time, S&P affirmed its
ratings on other classes issued by various Sequoia Mortgage Trust
series.
     
The raised ratings reflect a significant increase in credit
support percentages to the subordinate classes due to the rapid
paydown of principal, the shifting interest structure of the
transactions, and minimal losses.  Projected credit support
percentages are at least 1.71x the loss coverage levels associated
with the raised ratings.  The majority of series experiencing
upgrades paid down to less than 38.12% of their original pool
balances.
     
Total delinquencies among the upgraded deals range from 0.46%
(series 2005-4, loan group 1) to 7.04 (series 2005-2) of the
current pool balances; 90-plus-day delinquencies (including REOs
and foreclosures) range from 0.00% (2003-4 and 2005-4) to 2.79%
(2005-2).  Cumulative losses were no higher than 0.03% of the
original pool balances for these series.
     
The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings on the securities.  
Subordination provides credit support for these transactions.
     
The collateral backing the certificates consists of 25- and 30-
year prime jumbo adjustable-rate mortgage loans, which only
require interest payments for the first five or 10 years, and are
secured primarily by single-family detached residential
properties.

                         Ratings Raised
   
                     Sequoia Mortgage Trust
               Mortgage pass-through certificates

                                     Rating
                                     ------
                Series    Class    To      From
                ------    -----    --      ----
                6         B-1      AAA     AA+
                6         B-2      A+      A
                6         B-3      BBB+    BBB
                9         B-1      AAA     AA+
                9         B-2      AA-     A+
                9         B-3      BBB+    BBB
                10        B-1      AA+     AA
                10        B-2      A+      A
                2003-4    1-B-2    AA-     A+
                2003-4    1-B-3    A-      BBB+
                2003-4    2-B-2    A+      A
                2003-4    2-B-3    BBB+    BBB
                2004-4    B-1      AAA     AA+
                2004-4    B-2      AA-     A+
                2004-4    B-3      A-      BBB+
                2004-4    B-4      BB+     BB
                2004-5    B-1      AAA     AA+
                2004-5    B-2      AA-     A+
                2004-5    B-3      BBB+    BBB
                2004-6    B-1      AAA     AA+
                2004-6    B-2      AA-     A+
                2004-6    B-3      BBB+    BBB
                2004-6    B-4      BB+     BB
                2004-7    B-1      AAA     AA+
                2004-7    B-2      AA-     A+
                2004-7    B-3      BBB+    BBB
                2004-7    B-4      BB+     BB
                2004-8    B-1      AA+     AA
                2004-8    B-2      A+      A
                2004-8    B-3      BBB+    BBB
                2004-9    B-1      AA+     AA
                2004-9    B-2      A+      A
                2004-9    B-3      BBB+    BBB
                2004-10   B-1      AA+     AA
                2004-10   B-2      A+      A
                2004-10   B-3      BBB+    BBB
                2004-11   B-1      AA+     AA
                2004-11   B-2      A+      A
                2004-12   B-1      AA+     AA
                2004-12   B-2      A+      A
                2004-12   B-3      BBB+    BBB
                2005-1    B-1      AA+     AA
                2005-1    B-2      A+      A
                2005-1    B-3      BBB+    BBB
                2005-2    B-1      AA+     AA
                2005-2    B-2      A+      A
                2005-3    B-1      AA+     AA
                2005-3    B-2      A+      A
                2005-4    1-B1     AA+     AA
                2005-4    1-B2     A+      AA

                       Ratings Affirmed

                    Sequoia Mortgage Trust
               Mortgage pass-through certificates

        Series    Class                           Rating
        ------    -----                           ------
        4         A                               AAA
        5         A,X                             AAA
        5         B-1                             AA+
        5         B-2                             A+
        5         B-3                             BBB+
        5         B-4                             BB+
        5         B-5                             B
        6         A,X                             AAA
        6         B-4                             BB
        6         B-5                             B
        9         1A,2A,X-1A,X-1B,X-B             AAA
        9         B-4                             BB
        9         B-5                             B
        10        1A, 2A-1,2A-2,X-1A,X-1B,X-2     AAA
        10        X-B                             AAA
        10        B-3                             BBB
        10        B-4                             BB
        10        B-5                             B
        11        A,X-1A,X-1B,X-B                 AAA
        11        B-1                             AA
        11        B-2                             A
        11        B-3                             BBB
        11        B-4                             BB
        11        B-5                             B
        2003-1    1A,2A,X-1A,X-1B,X-2,X-B         AAA
        2003-1    B-1                             AA+
        2003-1    B-2                             A+
        2003-1    B-3                             BBB
        2003-1    B-4                             BB
        2003-1    B-5                             B
        2003-2    A-1,A-2                         AAA
        2003-2    M-1                             AA
        2003-2    M-2                             A
        2003-3    A-1,A-2,X-1A,X-1B,X-2,X-B       AAA
        2003-3    B-1                             AA+
        2003-3    B-2                             A+
        2003-3    B-3                             BBB+
        2003-3    B-4                             BB
        2003-3    B-5                             B
        2003-4    1-A-1,1-A-2,1-X-1A,1-X-1B       AAA
        2003-4    1-X-2,1-X-B                     AAA
        2003-4    1-B-1                           AA+
        2003-4    1-B-4                           BB
        2003-4    1-B-5                           B
        2003-4    2-A-1,2-X-1,2-X-M,2-X-B         AAA
        2003-4    2-M-1                           AA+
        2003-4    2-B-1                           AA
        2003-4    2-B-4                           BB
        2003-4    2-B-5                           B
        2003-5    A-1,X-1A,X-1B,A-2,X-2,X-B       AAA
        2003-5    B-1                             AA+
        2003-5    B-2                             A+
        2003-5    B-3                             BBB
        2003-5    B-4                             BB
        2003-5    B-5                             B
        2003-8    A-1,A-2,X-1,X-2,X-B             AAA
        2003-8    B-1                             AA+
        2003-8    B-2                             A+
        2003-8    B-3                             BBB+
        2003-8    B-4                             BB
        2003-8    B-5                             B
        2004-1    A,X-2,X-B                       AAA
        2004-1    B-1                             AA+
        2004-1    B-2                             A+
        2004-1    B-3                             BBB+
        2004-1    B-4                             BB
        2004-1    B-5                             B
        2004-3    A-1                             AAA
        2004-3    M-1                             AA
        2004-4    A,X-1,X-2,X-B                   AAA
        2004-4    B-5                             B
        2004-5    A-1,A-2,A-3,X-1,X-2,X-B         AAA
        2004-5    B-4                             BB
        2004-5    B-5                             B
        2004-6    A-1,A-2,A-3-A,A-3-B,X-A,X-B     AAA
        2004-6    B-5                             B
        2004-7    A-1,A-2,A-3-A,A-3-B,X-A,X-B     AAA
        2004-7    B-5                             B
        2004-8    A-1,A-2,X-A,X-B                 AAA
        2004-8    B-4                             BB+
        2004-8    B-5                             BB-
        2004-9    A-1,A-2,X-A,X-B                 AAA
        2004-9    B-4                             BB+
        2004-9    B-5                             BB-
        2004-10   A-1A,A-1B,A-2,A-3A,A-3B,A-4     AAA
        2004-10   X-A,X-B                         AAA
        2004-10   B-4                             BB
        2004-10   B-5                             B+
        2004-11   A-1,A-2,A-3,X-A1,X-A2,X-B       AAA
        2004-11   B-3                             BBB
        2004-11   B-4                             BB+
        2004-11   B-5                             BB-
        2004-12   A-1,A-2,X-A1,X-B,A-3,X-A2       AAA
        2004-12   B-4                             BB
        2004-12   B-5                             B
        2005-1    A-1,A-2,X-A,X-B                 AAA
        2005-1    B-4                             BB
        2005-1    B-5                             B
        2005-2    A-1,A-2,X-A,X-B                 AAA
        2005-2    B-3                             BBB
        2005-2    B-4                             BB
        2005-2    B-5                             BB-
        2005-3    A-1,X-A,X-B                     AAA
        2005-3    B-3                             BBB
        2005-3    B?4                             BB
        2005-3    B-5                             B+
        2005-4    1-A-1,1-A2,1-XA,1-XB            AAA
        2005-4    1-B3                            BBB
        2005-4    1-B4                            BB
        2005-4    1-B5                            B
        2005-4    2-A1,2-A2                       AAA
        2005-4    2-B1                            AA
        2005-4    2-B2                            A
        2005-4    2-B3                            BBB
        2005-4    2-B4                            BB
        2005-4    2-B5                            B
        2006-1    1-A1A,1A1B,1-A2                 AAA
        2006-1    2-A1,2-A2,3-A1,3-A2             AAA
        2007-1    1-A1,1-A2,2-A1,2-A2,3-A1        AAA
        2007-1    3-A2,4-A1,4-A2,5-A1,5-A2        AAA
        2007-1    B-4                             BB-
        2007-1    B-5                             B


SOLUTIA INC: Receives $2 Billion Exit Loan Commitment
-----------------------------------------------------
Solutia Inc. has received a fully underwritten commitment for $2
billion of exit financing.  The company has also arranged for a
fully backstopped rights offering that will raise
$250 million in new equity capital.

Solutia will use the exit loan funds to pay certain creditors upon
emergence from Chapter 11 pursuant to its plan of reorganization,
and for its ongoing operations after emergence.  Citi, Goldman
Sachs, and Deutsche Bank Securities Inc. are acting as joint lead
arrangers and joint bookrunners for the exit financing.

"With this commitment, we are well on our way to achieving the
fourth and final component of the reorganization strategy we
identified at the outset of our case, which is to put in place an
appropriate capital structure for the company," Jeffry N. Quinn,
chairman, president and chief executive officer of Solutia Inc.,
said in a news statement.

The exit financing package includes:

   -- a $400 million senior secured asset-based revolving   
      credit facility;

   -- a $1.2 billion senior secured term loan facility; and

   -- a $400 million senior unsecured bridge facility.

"Despite the recent turbulence in the debt capital markets, we
have obtained an exit financing package that will position Solutia
for continued success and provide adequate funds to deliver on our
business strategies," James M. Sullivan, senior vice president and
chief financial officer, Solutia Inc., said.

Solutia will use the proceeds of the rights offering to fund
retiree benefits and retained legacy liabilities.  The rights
offering is backstopped by Highland Capital Management, UBS
Securities, Longacre Fund Management, Southpaw Asset Management,
Merrill Lynch Pierce Fenner & Smith Incorporated, and others.

The rights offerings will only be open to certain of Solutia's
creditors and holders of Solutia's common stock.  A registration
statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become
effective.  The securities may not be sold nor may offers to buy
be accepted prior to the time the registration statement becomes
effective.  A written prospectus, when available, for the rights
offerings may be obtained from:

     Financial Balloting Group, LLC
     757 Third Avenue, 3rd Floor
     New York, NY 10017
     http://www.fbgdocuments.com/soi

The exit financing and equity rights offering backstop commitments
require the approval of the United States Bankruptcy Court for the
Southern District of New York.

The court has set a confirmation hearing for Nov. 29, 2007, to
approve Solutia's amended plan of reorganization.  Solutia expects
to emerge from bankruptcy by the end of the year.

                        About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ) -
- http://www.solutia.com/-- and its subsidiaries, engage in the  
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on Dec.
17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the Debtors
filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice. The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  A hearing to
consider confirmation of the Debtors' Reorganization Plan is
scheduled for Nov. 29, 2007.

(Solutia Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).   


SOLUTIA INC: Court Urges Resolution of Bank of New York Dispute
---------------------------------------------------------------
"Pigs become hogs and then hogs get slaughtered. And then eaten.
What you're going for is so piggy that you risk getting nothing,"
Judge Prudence Beatty at the United States Bankruptcy Court for
the Southern District of New York told a lawyer for The Bank of
New York at an Oct. 31 hearing in Solutia, Inc.'s case, Bloomberg
News reports.

John K. Cunningham, Esq., at White & Case LLP, in New York,
appeared before the Court on behalf of Bank of New York, regarding
a $223,000,000 claim by the bank on account of the 11.25% Senior
Secured Notes due 2009 issued by Solutia Inc. or its predecessor.  
Bank of New York serves as indenture trustee for the Senior Notes.

Mr. Cunningham has argued that under New York law -- which governs
the Indenture and Guaranties entered into by the parties -- Bank
of New York, as the Senior Secured Notes Trustee, has a direct
claim against Solutia and each of the Subsidiary Guarantors and,
if unpaid, could obtain a judgment for the full $223,000,000
principal amount of the Senior Secured Notes plus
damages for any defeasance not in accordance with the Indenture.

Mr. Cunningham also has asserted that effectiveness of Solutia's
Plan of Reorganization will trigger a change in control under the
Indenture giving the Senior Secured Noteholders a right to
defeasance and a minimum claim of $245,300,000.  Mr. Cunningham
said the Court has preliminarily recognized that consummation of
the transactions contemplated by the Plan, on the effective date,
will cause a "Change of Control."

According to Mr. Cunningham, each Senior Secured Noteholder has
the contractual right to require Solutia to purchase its Senior
Secured Notes for an amount equal to the Change of Control Amount.  
If all of the Senior Secured Noteholders elect to tender their
Senior Secured Notes in exchange for the Change of Control Amount,
that amount at a minimum is $225,230,000, plus accrued and unpaid
interest.

Solutia and its Official Committee of Unsecured Creditors have
argued that the Noteholders are entitled to a claim for not more
than the principal amount funded on account of the Notes --
$181,700,000 -- at issuance plus any original issue discount that
accrues through the effective date of the Plan -- $28,200,000.

They have accused Bank of New York of trying to secure up to
$50,000,000 in windfall at the expense of junior creditors.

Daniel H. Golden, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, counsel to the Creditors Committee, has pointed out that
the Second Circuit is clear that unamortized original issue
discount is unmatured interest -- not principal. Moreover, Mr.
Golden has said, Section 506(b) of the Bankruptcy Code does not
entitle Noteholders, as oversecured creditors, to recover interest
that is unmatured as of the date of payment of their
claim.

Tiffany Kary at Bloomberg News relates that an OID bond is one  
issued at a price below par, with OID being considered a form of
interest.  When the $223,000,000 face amount 2009 notes was
issued, Solutia received only $181,700,000.  The missing
$41,300,000 was considered unmatured interest, Ms. Kary says.

According to Ms. Kary, Judge Beatty said the bank's claim amount
could be as much as $60,000,000.

At the hearing, Judge Beatty urged Solutia to settle its dispute
with Bank of New York, noting that the claim was the biggest
hurdle to approval of Solutia's reorganization plan, Ms. Kary
reports.

"There are no cases that I have found which remotely approximate
the application of these principles to a case of this financial
magnitude," Ms. Kary quotes Judge Beatty as saying.

Judge Beatty said if no settlement is reached she will rule on the
matter in about two weeks.

                        About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ) -
- http://www.solutia.com/-- and its subsidiaries, engage in the  
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on Dec.
17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the Debtors
filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice. The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  A hearing to
consider confirmation of the Debtors' Reorganization Plan is
scheduled for Nov. 29, 2007.

(Solutia Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


SPRINGDALE CDO: Moody's Junks Ratings on Class D and E Notes
------------------------------------------------------------
Moody's Investors Service announced today that it has placed these
notes issued by Springdale CDO 2006-1 Ltd. on review for possible
downgrade:

Class Description: $80,000,000 Class A-2 Senior Secured Floating
                   Rate Notes Due March 2051

                   Prior Rating: Aaa

                   Current Rating: Aaa, on review for possible
                                   downgrade

Class Description: $60,000,000 Class B Senior Secured Floating
                   Rate Notes Due March 2051

                   Prior Rating: Aa2

                   Current Rating: Aa2, on review for possible
                                   downgrade

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

Class Description: $26,300,000 Class C Secured Floating Rate
                   Deferrable Interest Notes Due March 2051

                   Prior Rating: A2

                   Current Rating: Ba3, on review for possible
                                   downgrade

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

Class Description: $25,000,000 Class D Secured Floating Rate
                   Deferrable Interest Notes Due March 2051

                   Prior Rating: Baa2
                   Current Rating: Ca

Class Description: $10,000,000 Class E Secured Floating Rate
                   Deferrable Interest Notes Due March 2051

                   Prior Rating: Ba1
                   Current Rating: Ca

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


SYMMETRY HOLDINGS: High Debt Leverage Cues S&P's 'B' Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to Symmetry Holdings Inc.  S&P expect
Symmetry to acquire Montreal-based Novamerican Steel Holdings Inc.
for $494 million net of $91 million cash on hand, using
$383 million of debt and $126 million in equity to fund the
transaction.  The outlook is stable.
     
At the same time, Standard & Poor's assigned its 'B-' secured debt
rating, with a recovery rating of '5', to Novamerican Steel Finco
Inc.'s $315 million senior secured notes.  The '5' recovery rating
indicates a modest (10%-30%) recovery of principal in the event of
payment default.  Novamerican, a wholly owned subsidiary of
Symmetry, accounts for substantially all of Symmetry's assets and
liabilities.  
     
"The ratings on Symmetry reflect the consolidated entity's high
debt leverage, its relatively small position in the fragmented
North American steel service center industry, and its cyclical
operating cash flow owing to the inherent instability of steel
prices," said Standard & Poor's credit analyst Donald Marleau.  
"These weaknesses are offset somewhat by the company's variable
cost structure, which mitigates its earnings volatility; good
positions in some niche markets; and its countercyclical working
capital-related cash flows," Mr. Marleau added.
     
Novamerican has a small share of the fragmented North American
steel service center market, offering a suite of general
processing services along with some niche value-added processing,
distribution, and some manufacturing.  The company's operating
income fluctuates because it generates a fairly steady percentage
margin above its unstable cost of purchased steel.  Nevertheless,
Novamerican had a good profit track record through intense steel
market turbulence in the early 2000s, and is now benefiting from
strong market conditions.
     
The stable outlook reflects the combination of good steel market
conditions in the next 12 months and the planned reduction of
inventories, which should enable the company to reduce its very
high debt levels, bringing leverage down to 4.5x-5.0x,
commensurate with the ratings.  Standard & Poor's expects that
Novamerican will participate in the consolidation of the service
center industry, and will be acquisitive after achieving modest
deleveraging.  Nevertheless, the ratings or outlook on Symmetry
could face pressure from persistently high debt leverage amid
weaker industry conditions, absent debt reduction from working
capital and the preservation of good liquidity.


TANGER FACTORY: Earns $7.0 Million in 3rd Quarter Ended Sept. 30
----------------------------------------------------------------
Tanger Factory Outlet Centers, Inc. reported Tuesday results of
its third quarter ended Sept. 30, 2007.

For the three months ended Sept. 30, 2007, net income available to
common shareholders increased 16.4% to $7.0 million, as compared
to $6.0 million for the third quarter of 2006.  During the first
quarter of the previous year, Tanger recognized a net gain on the
sale of real estate of $13.8 million.  As a result, the company
reported net income available to common shareholders of
$24.5 million for the nine months ended Sept. 30, 2006, compared
to $13.9 million for the first nine months of 2007.

The company reported funds from operations available to common
shareholders, a widely accepted measure of REIT performance, for
the three months ended Sept. 30, 2007, increased 12.3% to
$23.9 million, as compared to FFO of $21.2 million, for the three
months ended Sept. 30, 2006.  For the nine months ended Sept. 30,
2007, FFO increased 11.1% to $67.4 million, as compared to FFO of
$59.8 million, for the nine months ended Sept. 30, 2006.

Stanley K. Tanger, chairman of the Board and chief executive
officer, commented, "Our third quarter results were very positive.  
Same center net operating income increased 6.2% for the quarter as
a result of our continuing efforts to drive rental rates on the
renewal and releasing of space as well as certain new high volume
tenants exceeding their percentage rental breakpoints during the
quarter."

At Sept. 30, 2007, the company's consolidated balance sheet showed
$1.05 billion in total assets, $760.5 million in total
liabilities, $35.4 million in minority interest, and
$257.6 million in total stockholders' equity.

          Financing Activities and Balance Sheet Summary

As of Sept. 30, 2007, Tanger had $697.3 million of debt
outstanding, equating to a 30.5% debt-to-total market
capitalization ratio.  The company had $23.3 million outstanding
on its $200.0 million in available unsecured lines of credit with
96.7% of Tanger's debt bearing fixed interest rates.  During the
third quarter of 2007, Tanger continued to maintain a strong
interest coverage ratio of 3.40 times, compared to 3.25 times
during the third quarter of last year.

                       About Tanger Factory

Headquartered in Greensboro, North Carolina, Tanger Factory Outlet
Centers, Inc. (NYSE: SKT) -- http://www.tangeroutlet.com/-- is a  
fully integrated, self-administered and self-managed publicly
traded REIT.  The company presently owns 29 outlet centers in 21
states coast to coast, totaling approximately 8.3 million square
feet of gross leasable area.  Tanger also manages for a fee and
owns a 50% interest in two outlet centers containing approximately
667,000 square feet and manages for a fee two outlet centers
totaling approximately 229,000 square feet.  
                          *     *     *

Tanger Factory Outlet Centers Inc. carries Moody's Ba1 preferred
stock rating.


TECO ENERGY: Fitch Places 'BB+' Ratings Under Positive Watch
------------------------------------------------------------
Fitch Ratings has placed these ratings of TECO Energy, Inc. and
its primary operating subsidiary, Tampa Electric Company on Rating
Watch Positive:

TECO Energy, Inc.:

  -- Issuer Default Rating 'BB+';
  -- Senior Unsecured debt 'BB+'.

Tampa Electric Company

  -- IDR 'BBB';
  -- Senior unsecured debt 'BBB+'.

Approximately $3.4 billion of debt is affected by these ratings
actions.

The Rating Watch Positive of TECO reflects Fitch's expectation
that the approximate $370 - $380 million of net proceeds from the
sale of TECO Transport Corp. will be used to repay parent debt and
reduce leverage.  TECO announced an agreement to sell the
Transport barge operations on Oct. 29, 2007.  Fitch expects to
resolve the Rating Watch Positive status after the $500 million
parent company debt reduction plan is substantially completed.  At
this time, Fitch considers likely a one-notch upgrade of TECO to
'BBB-'.  While the timing of closing of the Transport sale and
associated debt reduction cannot be predicted with certainty, TECO
and the purchaser, an affiliate of Greenstreet Equity Partners,
L.P., anticipate closing the transaction by Dec. 31, 2007.  In an
initial step towards the goal of reducing parent debt by $500
million by no later than December 2008, TECO retired $110 million
of Dock and Wharf bonds at Transport on the maturity date in
September 2007 using cash on hand.

TECO's liquidity position is considered satisfactory. Nearly all
of TECO's $200 million committed bank revolving credit facility is
available and Tampa Electric has limited borrowings under its bank
facilities.  Cash on hand was $220 million as of June 30, 2007.  
There are nominal debt maturities in 2008 and 2009.

The sale of Transport will enable TECO to accelerate the parent
level debt reduction effort.  Fitch forecasts that repayment of
the aforementioned $500 million of parent company debt will drive
down the consolidated ratio of debt-to operating EBITDA to
approximately 4 times in 2008.  Moreover, the divestiture of
Transport will lower consolidated business risk because an
increasing proportion of consolidated cash flows will be generated
by lower risk regulated utilities.

TECO repaid approximately $467 million of holding company debt and
parent guaranteed debt in the first nine months of 2007.  TECO's
consolidated ratio of debt to EBITDA was 5.4x for the twelve
months ending June 30, 2007 compared to 5.7x at Dec. 31, 2006.

The Rating Watch Positive of Tampa Electric reflects the
improvement in TECO's consolidated leverage, lower group business
risk, and strong stand-alone financials.  Tampa Electric's credit
ratios are strong for the 'BBB' rating category with an EBITDA to
interest ratio of 4.6x as of June 30, 2007.  Fitch anticipates
Tampa Electric will be able to maintain a strong balance sheet as
it funds system growth and investments necessary to maintain a
safe and reliable system.  The cancellation of the proposed Polk
IGCC plant will reduce capital spending at Tampa Electric in the
near-term, but will likely lead to greater reliance on gas-fired
peaking and combined cycle capacity over time.


TENSAR CORP: S&P Affirms 'B' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on Tensar Corp.  At the same time,
all ratings were removed from CreditWatch, where they were placed
with positive implications on Aug. 29, 2007, following the
ompany's S-1 filing with the SEC for a proposed IPO of up to
$201 million.  The outlook is stable.
     
Total consolidated debt outstanding, adjusted for operating
leases, at June 30, 2007, was about $405 million.
     
"The affirmation and CreditWatch removal reflects our assessment
that, in light of current market conditions, the company's
proposed IPO is less likely to occur by the end of 2007," said
Standard & Poor's credit analyst Sean McWhorter.  "Given that the
IPO was expected to result in significantly lower debt balances
and improved credit measures to a level more in line with a higher
rating, prospects for an upgrade are limited at this time.  We
expect credit measures to stay within the range appropriate for
the current rating for the near term."
     
Atlanta, Georgia-based Tensar Corp. primarily converts
polyethylene and polypropylene materials into structural products
that stabilize soil, provide building and roadway foundation
support, and control erosion.
     
S&P rate Tensar's $267 million first-lien bank facility 'B+', one
notch above the corporate credit rating, with a recovery rating of
'2', indicating expectations for substantial recovery (70%-90%) in
the event of a payment default.
     
"Over the intermediate term, if Tensar demonstrates it can sustain
leverage of less than 5x over the business cycle, we could revise
the outlook to positive or raise the ratings," Mr. McWhorter said.  
"Alternatively, we could revise the outlook to negative if rising
raw-material costs, competitive pricing pressures, or a slowdown
in construction activity significantly affect earnings and cash
flow, resulting in higher-than-expected debt leverage."


THORNBURG MORTGAGE: Fitch Puts 'B' Rating on $1.430MM Certs.
------------------------------------------------------------
Fitch has rated Thornburg Mortgage Securities Trust series 2007-5
residential mortgage pass-through certificates, as:

Group 1:
  -- $754,461,100 classes 1A1, 1AX, 1A2, 2A1, 2AX, 3A1, 3A2,
     3A3, 3A4, 3AX1, 3AX2 and A-R ('senior certificates')
     'AAA';
  -- $11,725,000 class B1 'AA';
  -- $5,865,000 class B2 'A';
  -- $2,345,000 class B3 'BBB'.

Group 2:
  -- $37,314,100 classes 4A1, 4AX and 4AR ('senior
     certificates') 'AAA';
  -- $6,005,000 class 4B1 'AA';
  -- $2,170,000 class 4B2 'A';
  -- $1,150,000 class 4B3 'BBB';
  -- $1,460,000 class 4B4 'BB';
  -- $1,430,000 class 4B5 'B'.

The 'AAA' rating on the senior certificates for group 1 reflects
the 3.50% subordination provided by the 1.50% non-offered B1
class, the 0.75% non-offered B2 class, the 0.30% non-offered B3
class, the 0.45% non-offered and non-rated B4 class, the 0.30%
non-offered and non-rated B5 class and the 0.20% non-offered and
non-rated B6 class.  Fitch believes the above credit enhancement
will be adequate to support mortgagor defaults, as well as
bankruptcy, fraud, and special hazard losses in limited amounts.  
In addition, the ratings reflect the quality of the mortgage
collateral, the strength of the legal and financial structures,
and the capabilities of Wells Fargo Bank, N.A. as master servicer
(rated 'RMS1' by Fitch).

The 'AAA' rating on the senior certificates for group 2 reflects
the 27.50% subordination provided by the 11.75% non-offered 4B1
class, the 4.25% non-offered 4B2 class, the 2.25% non-offered 4B3
class, the 2.86% non-offered 4B4 class, the 2.80% non-offered 4B5
class and the 3.10% non-offered and non-rated 4B6 class.  Fitch
believes the above credit enhancement will be adequate to support
mortgagor defaults, as well as bankruptcy, fraud, and special
hazard losses in limited amounts.  In addition, the ratings
reflect the quality of the mortgage collateral, the strength of
the legal and financial structures, and the capabilities of Wells
Fargo Bank, N.A. as master servicer (rated 'RMS1' by Fitch).

The mortgage pool for group 1 consists primarily of 919 recently
originated, adjustable rate, conventional, first lien, one-to
four-family, residential mortgage loans, a substantial majority of
which have original terms to maturity of 30 years.  As of the cut-
off date, the pool had an aggregate principal balance of
approximately $781,125,168.  The average loan balance is $850,735,
and the weighted average original loan-to-value ratio for the
mortgage loans in the pool is approximately 68.33%.  The weighted
average FICO credit score for the pool is approximately 748.  
Cash-out and rate/term refinance loans represent 30.73% and 19.51%
of the pool, respectively.  Second and investor-occupied homes
account for 22.21% and 12.60% of the pool, respectively.  The
states that represent the largest geographic concentration are
California (26.00%), New York (12.65%) and Colorado (10.19%).

The mortgage pool for group 2 consists primarily of 31 recently
originated, adjustable rate, conventional, first lien, one - to
four-family, residential mortgage loans, a substantial amount of
which have original terms to maturity of 30 years.  As of the cut-
off date, the pool had an aggregate principal balance of
approximately $51,115,114.  The average loan balance is
$1,648,874, and the weighted average effective loan-to-value ratio
for the mortgage loans in the pool is approximately 64.43%.  The
weighted average FICO credit score for the pool is approximately
725.  Cash-out and rate/term refinance loans represent 55.00% and
15.22% of the pool, respectively.  Second and investor-occupied
homes account for 20.81% and 4.81% of the pool, respectively.  The
states that represent the largest geographic concentration are
California (34.27%), Connecticut (20.69%) and Arizona (12.35%).

The mortgage loans in group 2 are adjustable-rate mortgages with
the potential to negatively amortize, commonly known as Option
ARMs.  The Option ARM borrowers have four payment options:
interest only, minimum monthly payment, principal and interest
payment based on a 15-year amortization schedule, and principal
and interest payment based on a 30- or 40-year amortization
schedule.  The loans may negatively amortize if the borrower
chooses to make the MMP particularly in a rising rate environment.  
The Option ARMs in this pool are mostly indexed to the 1 Year
Libor rate.

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.

Credit Suisse First Boston Mortgage Securities Corp. deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust. For federal income
tax purposes, elections will be made to treat the trust fund as
one or more real estate mortgage investment conduits (REMICs).  
LaSalle Bank, N.A. will act as Trustee and Wells Fargo Bank, N.A.
will act as securities administrator and master servicer for the
trust.


TRENTON CONVALESCENT: Case Summary & 21 Largest Unsec. Creditors
----------------------------------------------------------------
Lead Debtor: Trenton Convalescent Center Urban Renewal Associates,
             L.P.
             dba The Millhouse
             1114 Wynwood Avenue
             Cherry Hill, NJ 08002

Bankruptcy Case No.: 07-25874

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Trenton Convalescent Center Operating      07-25876
        Co., L.P.

Chapter 11 Petition Date: October 30, 2007

Court: District of New Jersey (Camden)

Debtors' Counsel: Jerrold N. Poslusny, Jr., Esq.
                  Cozen O'Connor
                  LibertyView, Suite 300
                  457 Haddonfield Road
                  Cherry Hill, NJ 08002
                  Tel: (856) 910-5000

                            Total Assets       Total Debts
                            ------------       -----------
Trenton Convalescent          $2,874,490        $8,471,744
Center Urban Renewal
Associates, L.P.

Trenton Convalescent           $1,206,222       $9,774,710
Center Operating Co.,
L.P.

A. Trenton Convalescent Center Urban Renewal Associates, LP's
   Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   Greenberg Traurig           Legal Fees                 $23,538
   450 South Orange Avenue,
   Suite 650
   Orlando, FL 32801


B. Trenton Convalescent Center Operating Co, LP's 20 Largest
   Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Healthcare Services Group                                $461,954
3220 Tillman Drive,
Suite 300
Bensalem, PA 19020

Neighborcare Pharmacy                                     $219,62
Services
P.O. Box 15326
Newark, NJ 07192

Rehabcare Group, Inc.                                     $144,522
P.O. Box 503534
St. Louis, MO 63150-3534

All American Healthcare                                    $75,475
Services

Select Medical                                             $56,203
Rehabilitation
Service

Ms. Santiago                                               $40,000

Prime Medical Supply Co, Inc.                              $30,544

Greater Nursing Home                                       $17,154

Penn Jersey Paper                                          $10,901

Rothkopf & Zampino                                          $6,051

Sizewise                                                    $5,120

Universal Supply                                            $4,428

Sass-Moore Services Corp.                                   $4,322

Bunzl                                                       $3,799

G.T.&S., Inc.                                               $3,564

Pharma Care, Inc.                                           $2,919

K.C.I. U.S.A., Inc.                                         $2,198

Office Basics                                               $1,724

Alexander T. Makris, M.D.                                   $1,666

Advance Property Services                                   $1,500


TWEETER HOME: Can Assume & Assign Merchant Service Agreement
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
authority to Tweeter Home Entertainment Group, Inc. and its
debtor-affiliates to assume and assign to Tweeter Newco, LLC,
their merchant services agreement with Discover Financial
Services, LLC.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher, & Flom,
LLP, in Wilmington, Delaware, related that pursuant to the
Amended and Restated Asset Purchase Agreement, Tweeter Newco
acquired, among other things, the right to designate all of the
Debtors' executory contracts for assumption and assignment.

Without the sale of the designation rights with respect to the
Merchant Services Agreement, Mr. Galardi pointed out that the
Debtors may have been obligated to pay certain charges from which
the Debtors will not benefit.

Mr. Galardi stated that by agreeing to assume and assign the
Contracts, the Debtors have relieved their estates of potential
damage claims that might otherwise be asserted by non-Debtor
parties to the Merchant Services Agreement.

The Debtors believe that there are no cure amounts owed with
respect to the Merchant Services Agreement, Mr. Galardi noted.

Moreover, Mr. Galardi disclosed that Discover Financial holds
funds of one or more of the Debtors.  Those funds are "excluded
assets" under the Purchase Agreement, and will remain property of
the Debtors' estate.  The Debtors insisted that Discover Financial
should be required to return the full amount of those funds to the
Debtors within 10 days of an order approving the assumption and
assignment of the Merchant Services Agreement.

According to the Court order, Tweeter Newco will pay Discover
Financial the cure amount fixed at $47,652.  Upon set-off of the
cure amount against the hold-back amount, Discover Financial will
be deemed to have waived all claims against the Debtors in
connection with the Merchant Services Agreement.

                       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. 11 and 12, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  

The Court gave the Debtors until Feb. 6, 2008 to file a plan of
reorganization.


UNITED SITE: S&P Holds All Ratings and Revises Outlook to Neg.
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Westborough, Massachusetts-based United Site Services Inc. to
negative from stable.  S&P affirmed all the ratings, including
the 'B-' corporate credit rating.
      
"The outlook revision reflects our increased concerns related to
the company's weaker operating results, which are due primarily to
the slowdown in residential construction activity, an important
driver of demand for its products," said Standard & Poor's credit
analyst Judy Chen.
     
The ratings on United Site Services, which rents and services
portable restrooms, reflect a number of weaknesses, including a
modest revenue base (about $200 million) and narrow product
offering; vulnerability to the cyclicality of residential and
commercial construction; and limited geographic diversity of
revenues, over 50% of which are derived from California.  This
vulnerable business risk profile is only slightly tempered by the
company's leading U.S. market position and a cost-efficient
business model.
     
Portable sanitation for residential and commercial construction
markets accounts for more than three-quarters of United Site
Services' revenues, with the balance of sales derived from the
provision of power generation and fencing, as well as sanitation
needs for special events and emergency situations.


UNITED STATES STEEL: Earns $269 Million in Quarter Ended Sept. 30
-----------------------------------------------------------------
United States Steel Corporation reported net income of
$269 million and net sales of $4.35 billion for the third quarter
ended Sept. 30, 2007, compared to second quarter 2007 net income
of $302 million and net sales of $4.23 billion, and third quarter
2006 net income of $417 million and net sales of $4.11 billion.

Commenting on results, U. S. Steel chairman and chief executive
officer John P. Surma said, "We had a good quarter as each of our
segments effectively responded to diverse challenges, including
general economic concerns that affected our major markets.  We
made good progress in implementing a unified business model for
our Tubular segment and are realizing synergies from the Lone Star
acquisition."

The company reported third quarter 2007 income from operations of
$360 million, compared with income from operations of $391 million
in the second quarter of 2007 and $561 million in the third
quarter of 2006.

Other items not allocated to segments in the third quarter of 2007
consisted of a $27 million pre-tax charge related to inventory
acquired in the Lone Star acquisition.  The tax provision included
several discrete charges totaling $11 million.  These charges and
the item not allocated to segments reduced third quarter 2007 net
income by $28 million.  In the second quarter of 2007, net
interest and other financial costs included a $23 million pre-tax
charge related to the early redemption of the company's 9.75%
Senior Notes due 2010.  This charge reduced net income by
$14 million.  Other items not allocated to segments in the third
quarter of 2006 reduced net income by $21 million, and consisted
of employee severance and benefit charges for a workforce
reduction of over 20% at the company's Serbian operations.

The company repurchased 285,000 shares of common stock for
$28 million during the third quarter.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$13.31 billion in total assets, $7.96 billion in total
liabilities, and $5.35 billion in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?24a7

                             Outlook

Commenting on U. S. Steel's outlook, Surma said, "We expect a
decline in overall results for the fourth quarter mainly due to
normal seasonal effects and several scheduled blast furnace
outages.  North American flat-rolled inventories and imports are
at relatively low levels and over time the weaker U.S. currency
should favor many of our steel-consuming customers.  In Europe,
steel consumption remains healthy; however, high imports,
particularly from China, and high service center inventories are
resulting in some pressure on spot prices and order rates."

                      About U.S. Steel

Headquartered in Pittsburgh, Pennsylvania, United States Steel
Corporation (NYSE: X) -- http://www.ussteel.com/-- manufactures a  
wide variety of steel sheet, tubular and tin products; coke, and
taconite pellets; and has a worldwide annual raw steel capability
of 26.8 million net tons.  U. S. Steel's domestic primary steel
operations are: Gary Works in Gary, Ind.; Great Lakes Works in
Ecorse and River Rouge, Mich.; Mon Valley Works, which includes
the Edgar Thomson and Irvin plants, near Pittsburgh and Fairless
Works near Philadelphia, Pa.; Granite City Works in Granite City,
Ill.; Fairfield Works near Birmingham, Ala.; Midwest Plant in
Portage, Ind.; and East Chicago Tin in East Chicago, Ind.  The
company also operates two seamless tubular mills, Lorain Tubular
Operations in Lorain, Ohio; and Fairfield Tubular Operations near
Birmingham, Ala.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 30, 2007,
Standard & Poor's Ratings Services revised its outlook on United
States Steel Corp. to negative from stable and affirmed all
ratings for the steel producer, including its 'BB+' corporate
credit rating.


VANGUARD HOLDING: Moody's Revises Outlook to Negative from Stable
-----------------------------------------------------------------
Moody's Investors Service revised Vanguard Health System Inc.'s
rating outlook to negative from stable.  The negative outlook
reflects the ongoing challenges Moody's expects the company will
face in the next year.  Moody's believes that the combination of
industry challenges, such as weak volume trends and increasing
exposure to bad debt, and company specific issues, such as
difficulties in the Chicago market and potential tightening
liquidity, will continue to pressure the company's operating
results, make improving credit metrics difficult and limit the
ability to lower the amount of debt.

Moody's also affirmed the current ratings, including the B2
Corporate Family Rating assigned to Vanguard Health Holding I,
LLC, the highest level organization in the corporate structure
with rated debt.  The affirmation of the ratings reflects the
expectation that the company will continue to operate with high
financial leverage and limited interest coverage.  Operating cash
flow coverage of debt is also expected to continue to be
appropriate for the single B rating category.  Moody's anticipates
that Vanguard will not likely generate positive free cash flow in
the next year although cash use is not expected to be as high as
prior periods as many of the company's capital projects in San
Antonio and Phoenix come to completion.  Additionally, the
addition of new services and good market position in the company's
most important markets has resulted in a continuation of positive
pricing trends.

Ratings affirmed/LGD assessments revised:

Vanguard Health Holding Company I, LLC and Vanguard Holding
Company I, Inc. (co-issuers):

    * Corporate family rating, B2

    * Probability of Default Rating, B2

    * $216 million 11.25% senior discount notes, due 2015, Caa1
      (LGD6, 95%)

Vanguard Health Holding Company II, LLC and Vanguard Holding
Company II, Inc. (co-issuers):

    * $250 million senior secured revolving credit facility,
      due 2010, from Ba3 (LGD2, 26%) to Ba3 (LGD2, 25%)

    * $795.7 million senior secured term loan, due 2011,
      from Ba3 (LGD2, 26%) to Ba3 (LGD2, 25%)

    * $575 million 9% senior subordinated notes, due 2014,
      Caa1 (LGD5, 81%)

Headquartered in Nashville, Tennessee, Vanguard owns and operates
acute care hospitals and complementary outpatient facilities
principally located in urban and suburban markets.  As of June 30,
2007, Vanguard operated 15 acute care hospitals in four states.
For the fiscal year ended June 30, 2007, the company generated
approximately $2.6 billion in net revenue.


WASHINGTON MUTUAL: Fitch Takes Rating Actions Various Certificates
------------------------------------------------------------------
Fitch Ratings has taken rating actions on these Washington Mutual
residential mortgage-backed certificates:

WAMU series 2003-S5 Group 1 & 3

  -- Class A affirmed at 'AAA';

WAMU series 2003-S5 Group 2

  -- Class A affirmed at 'AAA';
  -- Class II-B-2 affirmed at 'A+';
  -- Class II-B-5 affirmed at 'BB';

WAMU series 2006-AR6

  -- Class A affirmed at 'AAA';

WAMU series 2006-AR8 Group 1

  -- Class A affirmed at 'AAA';
  -- Class 1-B-1 affirmed at 'AA';

WAMU series 2006-AR8 Group 2

  -- Class A affirmed at 'AAA';

WAMU series 2006-AR10 Group 1

  -- Class A affirmed at 'AAA';

WAMU series 2006-AR10 Group 2

  -- Class A affirmed at 'AAA';

WAMU series 2006-AR12 Group 1

  -- Class A affirmed at 'AAA';

WAMU series 2006-AR12 Group 2

  -- Class A affirmed at 'AAA';

WAMU series 2006-AR14 Group 1

  -- Class A affirmed at 'AAA';

WAMU series 2006-AR14 Group 2

  -- Class A affirmed at 'AAA'.

The affirmations, affecting approximately $5.455 billion of the
outstanding certificates, are due to credit enhancement consistent
with future loss expectations. As of September 2007 remittance
date, the pool factors for these deals range from 42% to 90%.

The collateral for the above WAMU deals primarily consists of 15-
to 30-year fixed-rate mortgages secured by first liens on one- to
four-family residential properties.  The 'AR' deals have
collateral which consists of 15- to 30-year adjustable-rate
mortgages, also secured by first liens on one- to four-family
residential properties.  All of the above deals are master
serviced by Washington Mutual Mortgage Securities Corp., which is
rated 'RMS2+' by Fitch.


WESTERN OIL: Moody's Lifts Rating on $450 Million Senior Notes
--------------------------------------------------------------
Moody's Investors Service upgraded to Baa3 from Ba2 the ratings
for Western Oil Sands Inc.'s $450 million 8.375% senior secured
notes due 2012 and its 5-year CDN$805 million senior secured
revolver, following the closing of Marathon Oil Corporation's
acquisition of WTO on Oct. 18, 2007.  The rating outlook is
stable.

In addition, WTO's LGD 3 ratings for the notes and bank facility
were withdrawn, reflecting the investment grade status of the
notes and facility.

The rating upgrade is based on WTO's position as a wholly-owned
strategic core operation of Marathon Oil (senior unsecured debt
rated Baa1) with a strong level of implied support, following
Marathon's $6.9 billion acquisition, which was funded from a
combination of cash and Marathon common shares.

Moody's notes the Baa3 rating does not reflect any notching uplift
from the pre-existing security interest in WTO's shares of the
Athabasca Oil Sands Project, which will remain in place subject to
the provisions of the secured note indenture.  There is no current
indication that Marathon intends to guarantee the WTO debt.

However, WTO will continue to provide audited financial
statements, allowing Moody's to maintain its ratings.  Both the
senior secured notes and the revolver remain outstanding, the
latter with approximately CDN$500 million drawn.

Western Oil Sands, Inc. is headquartered in Calgary, Alberta,
Canada.  Marathon Oil Corporation is headquartered in Houston,
Texas.


WINDSOR PETROLEUM: S&P Holds 'BB+' Rating on $239.1MM Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'AA+' rating on
Windsor Petroleum Transport Corp.'s $111.7 million secured serial
notes due 2010 and the 'BB+' rating on the $239.1 million secured
term notes due 2021.  At the same time, the outlook on the $111.7
million notes was revised to negative from stable.  The revision
was a result of the negative outlook of BP PLC (AA+/Negative/A-
1+), the parent of BP Shipping Ltd., which is the charter
counterparty of Windsor's four very large crude carriers.
     
In most project structures, the rating of the project may be
constrained by the rating of the weakest counterparty that is
critical to the project.  The outlook revision reflects the
potential for increased counterparty risk.  The operational and
financial performance of the project is still consistent with
pro forma projections.
     
Windsor and its owner companies are wholly owned subsidiaries of
Frontline Ltd. (not rated), a publicly listed Bermuda company,
which operates a fleet of more than 75 vessels.  Frontline
performs all management functions and has been a major factor in
tanker industry consolidation.
     
The negative outlook on Windsor's $111.7 million notes reflects
the credit quality of BP PLC, the sole provider of cash flows for
the project through the initial charter period.
     
Once the secured serial notes are paid in full, the secured term
notes maturing in 2021 will not be constrained by BP PLC's rating,
as long as it is at or above the rating of the term notes.  "Other
factors, such as the condition of the shipping industry, the level
of VLCC charter rates, and the robustness of the oil markets may
weaken the term notes' credit quality," noted Standard & Poor's
credit analyst Justin Martin.  "If, subsequent to the initial
charter period, the project earns sufficient revenue to
significantly augment the debt service reserve, the rating on the
term notes may improve," he continued.


WOODHOUSE NL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Woodhouse N.L., L.L.C.
        454 Menlo Park Mall
        Edison, NJ 07102

Bankruptcy Case No.: 07-25812

Type of Business: The Debtor sells sofas.

Chapter 11 Petition Date: October 30, 2007

Court: District of New Jersey (Newark)

Judge: Novalyn L. Winfield

Debtor's Counsel: Stephen Ravin, Esq.
                  Forman, Holt, Eliades & Ravin, L.L.C.
                  218 Route 17 North
                  Rochelle Park, NJ 07662
                  Tel: (201) 845-1000

Estimated Assets: $100,000 to $1 Million

Estimated Debts: $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
The Star Ledger                                           $57,299
1 Star Ledger Plaza
Newark, NJ 07102

All-Ways Forwarding                                       $47,283
P.O. Box 8695
701 Newark Avenue,
Suite 300
Elizabeth, NJ 07208

Millenium Radio New Jersey                                $35,958
109 Walters Avenue
Newark, NJ 07195

The Trenton Times                                         $29,978

Expedite Direct Mail &                                    $13,875
Fulfilment

Amper, Politziner                                         $13,000

Hanghou Hailong Furniture                                 $12,431
Co.

Full Farrell Furniture                                    $10,906
Manufacturer, Ltd.

Leftbank Art                                               $7,988

Ultra Sales                                                $7,354

Best Home Furnishings                                      $5,871

Roost                                                      $4,495

J.A. Salerno                                               $4,284

P.S.E.&G.                                                   $3,961

Profit System                                              $3,195

Goldberg Glass                                             $1,894

Marine Container                                           $1,524

Select Express                                             $1,372

Red Vanilla                                                $1,323

Dash and Albert                                            $1,090


WYNN RESORTS: Earns $44.7 Million in 3rd Quarter Ended Sept. 30
---------------------------------------------------------------
Wynn Resorts Limited reported Tuesday financial results for the
quarter ended Sept. 30, 2007.

On a US GAAP basis, net income for the quarter was $44.7 million,
compared to net income of $715.7 million in 2006.  Net income for
the quarter in 2006 was positively influenced by $779.0 million
due to the completion of the sale of a subconcession in Macau, a
non-recurring item.

Net revenues for the third quarter of 2007 were $653.4 million,
compared to $318.1 million in the third quarter of 2006.  Results
for this quarter include a full quarter of operations of Wynn
Macau, which opened on Sept. 6, 2006.  The revenue increase was
driven by the opening of Wynn Macau and strong Wynn Las Vegas
results.

Consolidated adjusted property EBITDA was $186.0 million for the
third quarter of 2007, compared to $79.6 million in the third
quarter of 2006.

Adjusted net income in the third quarter of 2007 was
$73.4 million compared to an adjusted net loss of $1.3 million in
the third quarter of 2006.

Interest expense, net of $13.0 million in capitalized interest,
was $34.7 million for the third quarter of 2007.  Depreciation and
amortization expenses were $56.0 million and pre-opening expenses
were $1.5 million during the quarter.  Corporate expense and other
was $17.2 million in the third quarter, including $5.2 million in
stock based compensation.

              Balance Sheet and Capital Expenditures

Total cash balances at the end of the quarter were $875.9 million,
including unrestricted cash balances of $829.1 million and cash
balances restricted for the company's construction and development
projects of $46.8 million.  Total debt outstanding at the end of
the quarter was $2.4 billion, including approximately $1.7 billion
of Wynn Las Vegas debt, and $552 million of Wynn Macau-related
debt.  Capital expenditures during the third quarter of 2007, net
of changes in construction payables and retention, totaled
approximately $304.6 million, primarily attributable to Encore.

On Oct. 3, 2007, the company completed a secondary common stock
offering of 4,312,500 shares with net proceeds of $154 per share
or a total of $664.1 million.  The company intends to use the
proceeds for general corporate purposes and to enhance the
company's financial flexibility for future projects and potential
new developments.

                        About Wynn Resorts

Headquartered in Las Vegas, Wynn Resorts Limited (Nasdaq: WYNN) --  
http://www.wynnresorts.com-- owns and operates Wynn Las Vegas, a  
luxury hotel and destination casino resort located on the Las
Vegas Strip.  Wynn Las Vegas features 2,716 luxurious guest rooms
and suites; an approximately 111,000 square foot casino; 22 food
and beverage outlets; an on-site 18-hole golf course;  
approximately 223,000 square feet of meeting space; an on-site
Ferrari and Maserati dealership; and approximately 76,000 square
feet of retail space.  On Sept. 6, 2006, Wynn Macau, a destination
casino resort in the Macau Special Administrative Region of the
People's Republic of China, opened.  Wynn Macau currently features
600 deluxe hotel rooms and suites; approximately 130,000 square
feet of casino gaming space; casual and fine dining in five
restaurants; approximately 26,000 square feet of retail space; a
health club, pool and spa, along with lounges and meeting
facilities.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 24, 2007,
Moody's Investors Service assigned a Ba3 corporate family rating,
Ba3 probability of default rating, and stable rating outlook to
Wynn Resorts Limited.  At the same time, Moody's assigned a B2
(LGD-6, 91%) to Wynn HoldCo's existing $1 billion senior unsecured
delay draw term loan due 2010.


* DOJ Awards Kroll Contract to Audit Individual Bankruptcy Filings
------------------------------------------------------------------
Kroll reported that the Office of the U.S. Trustee of the
Department of Justice awarded Kroll's Government Services division
a contract to provide random and targeted audits of bankruptcy
filings.  The two-year agreement has a total estimated value of
$1,700,000.

The new program seeks to ensure that individuals filing for
bankruptcy have properly and accurately disclosed their assets.  
The project utilizes Kroll expertise in forensic accounting and
asset tracking.

"Kroll participated in the pilot which was the basis for this
program.  It is gratifying to be selected to support it on an on-
going basis," said Jeff Schlanger, president, Kroll Government
Services.

Kroll was one of two companies selected to provide debtor audit
services for these states: Connecticut, Massachusetts, Maine,
New Hampshire, New York, Rhode Island and Vermont, District of
Columbia, Delaware, Maryland, New Jersey, Pennsylvania, South
Carolina, Virginia, and West Virginia, Michigan and Ohio.

Kroll Government Services is also currently working on substantial
background investigation contracts for the Department of Homeland
Security's Transportation Security Administration, Immigration and
Customs Enforcement, U.S. Customs & Border Protection, as well as
the Office of Personnel Management.

                    About Kroll Government

Kroll Government Services division, a subsidiary of Kroll, is
responsible for marketing and coordinating the services of Kroll's
diverse practices to local, state and federal agencies throughout
the United States.  It is also responsible for managing Kroll's
compliance monitoring services and for conducting security
clearance background investigations of U.S. government personnel.

                          About Kroll

Headquartered in New York, Kroll -- http://www.kroll.com/--
provides investigative, intelligence, financial, security and
technology services to help clients reduce risks, solve problems
and capitalize on opportunities.  It is a subsidiary of Marsh &
McLennan Companies Inc., the global professional services firm.


* Thomas D. Hays, III Receives Bisbee Award from Red Cross
----------------------------------------------------------
Thomas D. Hays, III, CTP, a principal of NachmanHaysBrownstein
Inc., has received the prestigious Jane Bisbee Award from the
American Red Cross, Southeastern Pennsylvania Chapter (SEPA).  
The American Red Cross is a humanitarian organization led by
volunteers, and guided by its Congressional Charter and the
Fundamental Principles of the International Red Cross Movement,
to provide relief to victims of disasters and help people prevent,
prepare for, and respond to emergencies.

The Jane Bisbee Award is given to a Board member, with less than
5 years of service, who has made a significant impact in helping
the American Red Cross to fulfill its mission. In bestowing this
award, the American Red Cross stated, "Tom Hays is a key leader in
the SEPA chapter of the American Red Cross, serving as an elected
Board and Executive Committee member, and also chairing the Audit
Committee during a time of major transition.  Mr. Hays has been an
indispensable member of the Executive Committee and has a sharp
eye on all things financial."

Thomas D. Hays, III is a Principal of NachmanHaysBrownstein
Inc., one of the country's leading corporate renewal firms, which
has been included among the "Outstanding Turnaround Firms" in
Turnarounds & Workouts for the past twelve consecutive years.  He
has principal responsibility for the firm's financial activities.  
Mr. Hays has served as an Interim CEO of Murphy Marine Services,
d/b/a The Holt Group.  His successes in the bankruptcy litigation
field include acting as expert witness for the Trustee in the
Merry-Go-Round case, in which the estate received a significant
settlement from its former professionals.  Tom Hays also has
extensive experience in forensic accounting and litigation-related
matters, and is a Certified Public Accountant (inactive license).

Mr. Hays is a Certified Turnaround Professional, and served
as the Chairman of the Turnaround Management Association, an
international organization of 7,000 members that provides support
for and advances the practice of corporate renewal.  He has also
served as Chairman of the Association of Certified Turnaround
Professionals, the body charged with establishing and maintaining
the integrity of the professional certification and accreditation
of turnaround professionals.

Thomas D. Hays, III is also a graduate of the University of
Minnesota, a Certified Public Accountant in Minnesota and
Pennsylvania (inactive licenses), and is a member of the American
Institute of Certified Public Accountants (AICPA), AICPA's
Consulting Division, and the Pennsylvania Institute of CPAs.

                   About NachmanHaysBrownstein

Headquartered in Philadelphia, NachmanHaysBrownstein Inc. --
http://www.nhbteam.com/-- is one of the country's leading    
turnaround and crisis management firms, having been included among
the "Outstanding Turnaround Firms" in Turnarounds & Workouts for
the past twelve consecutive years.  NHB demonstrates leadership in
corporate renewal by creating value and preserving capital through
turnaround and crisis management, financial advisory, investment
banking and fiduciary services to financially challenged companies
throughout America, as well as through their investors, lenders
and trade creditors.  NHB focuses on producing lasting performance
improvement and maximizing the business' value to stakeholders by
providing the leadership and credibility required to reconcile the
client's objectives, economic reality and available alternatives
to establish an achievable goal.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Earnest Leon Lewis
   Bankr. D. Md. Case No. 07-20464
      Chapter 11 Petition filed October 23, 2007
         See http://bankrupt.com/misc/mdb07-20464.pdf

In Re Darryl A. Stuckey
   Bankr. D. Md. Case No. 07-20434
      Chapter 11 Petition filed October 23, 2007
         Filed as Pro Se

In Re Huisraad Short Hills, L.L.C.
   Bankr. D. N.J. Case No. 07-25496
      Chapter 11 Petition filed October 24, 2007
         See http://bankrupt.com/misc/njb07-25496.pdf

In Re Huisraad Menlo
   Bankr. D. N.J. Case No. 07-25518
      Chapter 11 Petition filed October 24, 2007
         See http://bankrupt.com/misc/njb07-25518.pdf

In Re Huisraad Princeton N.L., L.L.C.
   Bankr. D. N.J. Case No. 07-25520
      Chapter 11 Petition filed October 24, 2007
         See http://bankrupt.com/misc/njb07-25520.pdf

In Re Huisraad Bridgewater, L.L.C.
   Bankr. D. N.J. Case No. 07-25522
      Chapter 11 Petition filed October 24, 2007
         See http://bankrupt.com/misc/njb07-25522.pdf

In Re 166 West 72nd Corp.
   Bankr. S.D. N.Y. Case No. 07-13350
      Chapter 11 Petition filed October 24, 2007
         See http://bankrupt.com/misc/nysb07-13350.pdf

In Re Franklyn Ross Michelin
   Bankr. S.D. Fla. Case No. 07-19075
      Chapter 11 Petition filed October 24, 2007
         Filed as Pro Se

In Re Other Peoples Properties, L.L.C.
   Bankr. S.D. Ind. Case No. 07-10452
      Chapter 11 Petition filed October 24, 2007
         Filed as Pro Se

In Re Aunt Sissy's Daycare, L.L.C.
   Bankr. S.D. W.V. Case No. 07-40213
      Chapter 11 Petition filed October 24, 2007
         Filed as Pro Se

In Re C.M. Morris Investments
   Bankr. D. Ariz. Case No. 07-02115
      Chapter 11 Petition filed October 25, 2007
         See http://bankrupt.com/misc/azb07-02115.pdf

In Re Jurewicz, Inc.
   Bankr. M.D. Fla. Case No. 07-04809
      Chapter 11 Petition filed October 25, 2007
         See http://bankrupt.com/misc/flmb07-04809.pdf

In Re Kang Realty Corp.
   Bankr. M.D. Fla. Case No. 07-05240
      Chapter 11 Petition filed October 25, 2007
         See http://bankrupt.com/misc/flmb07-05240.pdf

In Re Sayreville Bar Enterprise, L.L.C.
   Bankr. D. N.J. Case No. 07-25629
      Chapter 11 Petition filed October 25, 2007
         See http://bankrupt.com/misc/njb07-25629.pdf

In Re Las Vegas Kitchen, L.L.C.
   Bankr. D. Nev. Case No. 07-16969
      Chapter 11 Petition filed October 25, 2007
         See http://bankrupt.com/misc/nvb07-16969.pdf

In Re Xiomara E. Varela
   Bankr. C.D. Calif. Case No. 07-19666
      Chapter 11 Petition filed October 25, 2007
         Filed as Pro Se

In Re West Side Condo Corp.
   Bankr. E.D. N.Y. Case No. 07-45803
      Chapter 11 Petition filed October 25, 2007
         Filed as Pro Se

In Re Maryse Boutique
   Bankr. D. Ariz. Case No. 07-05619
      Chapter 11 Petition filed October 25, 2007
         Filed as Pro Se       


In Re Mimric, Inc.
   Bankr. D. Ariz. Case No. 07-05620
      Chapter 11 Petition filed October 25, 2007
         Filed as Pro Se

In Re Glory Ministries, Inc.
   Bankr. W.D. Tenn. Case No. 07-30542
      Chapter 11 Petition filed October 25, 2007
         See http://bankrupt.com/misc/tnwb07-30542.pdf

In Re Hill Country Home Audio & Video, L.L.C.
   Bankr. W.D. Tex. Case No. 07-52792
      Chapter 11 Petition filed October 25, 2007
         See http://bankrupt.com/misc/txwb07-52792.pdf

In Re J.M.D.Q.4, L.L.C.
   Bankr. W.D. Tex. Case No. 07-61048
      Chapter 11 Petition filed October 25, 2007
         See http://bankrupt.com/misc/txwb07-61048.pdf

In Re Biopark Foundations, Inc.
   Bankr. D. Ariz. Case No. 07-02134
      Chapter 11 Petition filed October 26, 2007
         See http://bankrupt.com/misc/azb07-02134.pdf

In Re Gregory A. Friedman
   Bankr. D. Ariz. Case No. 07-02135
      Chapter 11 Petition filed October 26, 2007
         See http://bankrupt.com/misc/azb07-02135.pdf

In Re Nutech Solutions, Inc.
   Bankr. D. Ariz. Case No. 07-05641
      Chapter 11 Petition filed October 26, 2007
         See http://bankrupt.com/misc/azb07-05641.pdf

In Re Anastasios Alexiou
   Bankr. S.D. Ind. Case No. 07-10546
      Chapter 11 Petition filed October 26, 2007
         See http://bankrupt.com/misc/insb07-10546.pdf

In Re Waretown Shops, L.L.C.
   Bankr. D. N.J. Case No. 07-25668
      Chapter 11 Petition filed October 26, 2007
         See http://bankrupt.com/misc/njb07-25668.pdf

In Re F.&J. Continental Food Corp.
   Bankr. S.D. N.Y. Case No. 07-23054
      Chapter 11 Petition filed October 26, 2007
         See http://bankrupt.com/misc/nysb07-23054.pdf

In Re Hardwear, L.L.C.
   Bankr. W.D. Penn. Case No. 07-26743
      Chapter 11 Petition filed October 26, 2007
         See http://bankrupt.com/misc/pawb07-26743.pdf

In Re Capital Financial, Inc.
   Bankr. C.D. Calif. Case No. 07-19737
      Chapter 11 Petition filed October 26, 2007
         Filed as Pro Se       


In Re B.&K. Contractors, Inc.
   Bankr. E.D. Penn. Case No. 07-16260
      Chapter 11 Petition filed October 26, 2007
         Filed as Pro Se       


In Re Allstate Holding Group, L.L.C.
   Bankr. M.D. Tenn. Case No. 07-07921
      Chapter 11 Petition filed October 26, 2007
         See http://bankrupt.com/misc/tnmb07-07921.pdf

In Re Iams Funeral Home, Inc.
   Bankr. N.D. W.V. Case No. 07-01397
      Chapter 11 Petition filed October 26, 2007
         See http://bankrupt.com/misc/wvnb07-01397.pdf

In Re Jonathan A. Loy
   Bankr. E.D. Va. Case No. 07-51040
      Chapter 11 Petition filed October 28, 2007
         See http://bankrupt.com/misc/vaeb07-51040.pdf

In Re Table Mountain Ranch, Inc.
   Bankr. D. Colo. Case No. 07-22482
      Chapter 11 Petition filed October 29, 2007
         See http://bankrupt.com/misc/cob07-22482.pdf

In Re 1725 Jefferson Street, L.L.C.
   Bankr. S.D. Fla. Case No. 07-19206
      Chapter 11 Petition filed October 29, 2007
         See http://bankrupt.com/misc/flsb07-19206.pdf

In Re Novita Accessories, Inc.
   Bankr. S.D. Fla. Case No. 07-19219
      Chapter 11 Petition filed October 29, 2007
         See http://bankrupt.com/misc/flsb07-19219.pdf

In Re H. Russel Hudson
   Bankr. W.D. Penn. Case No. 07-11749
      Chapter 11 Petition filed October 29, 2007
         See http://bankrupt.com/misc/pawb07-11749.pdf

In Re Bert Michael McHenry
   Bankr. E.D. Calif. Case No. 07-13541
      Chapter 11 Petition filed October 29, 2007
         Filed as Pro Se

In Re T.M.E.D., Inc.
   Bankr. M.D. Tenn. Case No. 07-07944
      Chapter 11 Petition filed October 29, 2007
         See http://bankrupt.com/misc/tnmb07-07944.pdf

In Re David W. Langley
   Bankr. M.D. Tenn. Case No. 07-07979
      Chapter 11 Petition filed October 29, 2007
         See http://bankrupt.com/misc/tnmb07-07979.pdf

In Re David McCallister, Inc.
   Bankr. M.D. Fla. Case No. 07-10333
      Chapter 11 Petition filed October 30, 2007
         See http://bankrupt.com/misc/flmb07-10333.pdf

In Re The Deep of Tampa, Inc.
   Bankr. M.D. Fla. Case No. 07-10371
      Chapter 11 Petition filed October 30, 2007
         See http://bankrupt.com/misc/flmb07-10371.pdf

In Re Greensburg Tire, Inc.
   Bankr. W.D. Ky. Case No. 07-11264
      Chapter 11 Petition filed October 30, 2007
         See http://bankrupt.com/misc/kywb07-11264.pdf

In Re Greensburg Tire Wholesale, Inc.
   Bankr. W.D. Ky. Case No. 07-11267
      Chapter 11 Petition filed October 30, 2007
         See http://bankrupt.com/misc/kywb07-11267.pdf

In Re Steven D. Klingerman
   Bankr. E.D. N.C. Case No. 07-02455
      Chapter 11 Petition filed October 30, 2007
         See http://bankrupt.com/misc/nceb07-02455.pdf

In Re Medford Tire, Inc.
   Bankr. E.D. N.Y. Case No. 07-74344
      Chapter 11 Petition filed October 30, 2007
         See http://bankrupt.com/misc/nyeb07-74344.pdf

In Re Blondie's Inn, Inc.
   Bankr. M.D. Penn. Case No. 07-03476
      Chapter 11 Petition filed October 30, 2007
         See http://bankrupt.com/misc/pamb07-03476.pdf

In Re Jose F. Rodriguez, M.R.
   Bankr. D. P.R. Case No. 07-06387
      Chapter 11 Petition filed October 30, 2007
         See http://bankrupt.com/misc/prb07-06387.pdf

In Re White Horse On Campus, Inc.
   Bankr. C.D. Ill. Case No. 07-91634
      Chapter 11 Petition filed October 30, 2007
         Filed as Pro Se

In Re Greennotes
   Bankr. N.D. Tex. Case No. 07-44707
      Chapter 11 Petition filed October 30, 2007
         Filed as Pro Se

In Re 506 Broadway Inc.
   Bankr. S.D. N.Y. Case No. 07-13432
      Chapter 11 Petition filed October 30, 2007
         Filed as Pro Se

In Re Edward Franklin Walker
   Bankr. N.D. Calif. Case No. 07-53520
      Chapter 11 Petition filed October 30, 2007
         Filed as Pro Se

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, Joseph Medel C.
Martirez, Sheena R. Jusay, and Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

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 ***