TCR_Public/071102.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, November 2, 2007, Vol. 11, No. 260

                             Headlines



3XS LLC: Voluntary Chapter 11 Case Summary
ABACUS 2006-14: Moody's Lowers Ratings on $30 Million Notes
ABACUS 2006-14: Moody's Junks Rating on $36.6MM Class B Notes
ABACUS 2006-14: Moody's Junks Rating on $20 Mil. Class C Notes
ABACUS 2006-15: Moody's Cuts Rating on Class C Notes to Ba2

ABACUS 2006-15: Moody's Lowers Class C Notes Rating' to Ba2
ABACUS 2006-15: Moody's Lowers Class D Notes Rating' to B1
ABACUS 2006-15: Moody's Lowers $2.8 Million Notes Rating' to B1
AFFILIATED COMPUTER: Cerberus Withdraws Acquisition Offer
AFFILIATED COMPUTER: Five Directors Resign on Chairman's Call

ALCATEL-LUCENT: Posts EUR345 Mil. Net Loss in Qtr. Ended Sept. 30
ALERT CELLULAR: Exclusive Plan Filing Period Moved to Dec. 10
ANIXTER INT'L: Fitch Affirms BB+ Issuer Default Rating
ART CDO: Moody's Reviews Ba2 Rating on $5 Mil. Class C Notes
AURIGA CDO: Moody's Junks Ratings on Four Note Classes

AUTOMOTIVE GLASS: Moody's Places Corporate Family Rating at B2
BEAZER HOMES: Amends Four-Year Revolving Credit Facility
BELO CORP: Earns $18.7 Million in Quarter Ended September 30
BFC AJAX: Moody's Cuts Ratings on Two Note Classes to Low-B
BIOSTEM INC: Buying Joyon Via 115 Million Stock Exchange Deal

BROADRIDGE TRANSPORT: Case Summary & 15 Largest Unsec. Creditors
CAIRN MEZZ: Moody's Lowers Ratings on Two Note Classes to Low-B
CALPINE CORP: Quadrangle & JP Morgan Objects to Plan Confirmation
CALPINE CORP: Contends Litigation is Premature & Unnecessary
CAP CANA: Moody's Rates Proposed $500 Mil. Senior Notes at B3

CDC MORTGAGE: S&P Cuts Ratings on Four Cert. Classes to Low-B
CHALLENGER POWERBOATS: Board OKs Reverse Split on Common Stock
CHAMPION ENTERPRISES: Prices $160 Mil. Public Offering of Notes
CHANCELLOR GROUP: Voluntary Chapter 11 Case Summary
CHYPS CBO: Fitch Junks Ratings on Four Note Classes

CHYPS CBO: Fitch Junks Ratings on Two Certificate Classes
CITIGROUP MORTGAGE: Fitch Assigns Low-B Ratings on $6.6MM Notes
CITIGROUP MORTGAGE: Fitch Takes Rating Actions on 14 Deals
CITIMORTGAGE ALTERNATIVE: Fitch Junks Ratings on Two Certificates
CITIGROUP MORTGAGE: S&P Junks Rating on 2003-HE4 Class M-7 Certs.

COLLINS & AIKMAN: Fee Examiner Files Report
COMMODORE CDO: Moody's Junks Ratings on Two Note Classes
COMSTOCK HOMEBUILDING: S&P Withdraws B Corporate Credit Rating
CONSECO INC: Posts $53.7 Million Net Loss in Qtr. Ended Sept. 30
CRDENTIA CORP: Acquiring Medical People for $750,000 in Cash

CRESTED CORP: Special Stockholders Meeting Set for November 26
DAVIS & ASSOCIATES: Voluntary Chapter 11 Case Summary
DRACO 2007-1: Moody's Junks Ratings on Two Note Classes
FIDELITY NAT'L: Board Okays Lender Processing Services Spin-Off
FIDELITY NATIONAL: Earns $245.3 Million in Third Quarter 2007

FHC HEALTH: Moody's Holds B2 Corporate Family Rating
FORD CREDIT: Fitch Holds BB+ Rating on Class D Notes
FORD MOTOR: UAW Contract Negotiations Continue
FURLONG SYNTHETIC: Moody's Cuts Rating on Class B Notes to Ba1
GEMSTONE CDO: Moody's Junks Ratings on Two Note Classes

GENERAL MOTORS: Investing $73 Million in Shreveport Assembly Plant
GRANT PRIDECO: Selling Three Biz Units to Vallourec for $800 Mil.
GSV-2 RESORT: Voluntary Chapter 11 Case Summary
HALCYON SECURITIZED: Moody's Junks Rating on $4MM Class E Notes
HALO TECHNOLOGY: U.S. Trustee Amends Creditors Panel Membership

HALO TECH: Court Okays Pepe & Hazard as Committee's Bankr. Counsel
HALO TECHNOLOGY: Committee Taps Weiser LLP as Financial Advisor
HAMILTON GARDENS: Moody's Lowers Ratings on Two Notes to Low-B
HAWAIIAN AIRLINES: Awarded $80 Million in Damages Against Mesa
HEALTHTRONICS INC: Moody's Holds B1 Corporate Family Rating

HEMOSOL CORP: Court Extends CCAA Protection Until November 30
HICKORY TREE: Case Summary & Four Largest Unsecured Creditors
HIGDON FURNITURE: Case Summary & 20 Largest Unsecured Creditors
HYDRO SPA: U.S. Trustee Wants Chapter 11 Trustee Appointed
INNOVATIVE DESIGNS: Judge Dismisses Bankruptcy Case

IRON MOUNTAIN: To Acquire Stratify for $158 Million Cash
ISCHUS MEZZ: Moody's Junks Rating on $7 Mil. Class E Notes
J. CREW: S&P Lifts Corporate Credit Rating to BB-
JP MORGAN: Fitch Affirms and Downgrades Ratings on Five Deals
KLEROS PREFERRED: Moody's Junks Rating on $6 Mil. Class E Notes

LIBRA CDO: Moody's Cuts Rating on $52.5MM Class D Notes to B1
LINCOLN AVENUE: Moody's Lowers Ratings on Two Notes to Low-B
LINEAR TECH: Sept. 30 Balance Sheet Upside-Down by $635 Million
MACO STEEL: Section 341(a) Creditors Meeting Set for November 14
MACO STEEL: Court Okays Miller Johnson as Bankruptcy Counsel

MAGNOLIA FINANCE: Moody's Cuts Rating on $4.25 Million Notes to B3
MAGNOLIA FINANCE: Moody's Junks Rating on $3 Million Notes
MAGNOLIA FINANCE: Moody's Junks Rating on Series 2006-9F2 Notes
MAYFLOWER CDO: Moody's Cuts Ratings on Two Notes to Low-B
MECACHROME INT'L: S&P Revises Outlook to Negative from Stable

MESABA AVIATION: Embraer Wants Nod on Contractual Default Rate
MILLER PLATING: Voluntary Chapter 11 Case Summary
MORGAN STANLEY: Fitch Assigns Low-B Ratings on $7.3MM Certificates
MOVIE GALLERY: Can Walk Away from 212 Unexpired Store Leases
MOVIE GALLERY: Landlords React to the Auction of 508 Stores Leases

NETBANK INC: Files List of 20 Largest Unsecured Creditors
NETBANK INC: Holland & Knight Approved as Bankruptcy Counsel
NETBANK INC: Files Schedules of Assets and Liabilities
NEUMANN HOMES: Files for Bankruptcy Protection in Illinois
NEUMANN HOMES: Case Summary & 20 Largest Unsecured Creditors

NEWLAND INT'L: Moody's Rates Proposed $220 Mil. Notes at Ba3
ODOM EXCAVATION: Section 341(a) Meeting Scheduled on November 19
OSG INC: S&P Places BB+ Corporate Credit Rating on Negative Watch
OWENS CORNING: Completes $640 Mil. Buyout of Saint-Gobain's Biz
PHARMED GROUP: Wants to Hire Berger Singerman as Counsel

PYXIS ABS: Moody's Junks Ratings on Three Note Classes
RAHWAY HOSPITAL: Moody's Affirms Series 1998 Bonds' Ba2 Rating
REABLE THERAPEUTICS: S&P Holds B Corporate Credit Rating
REAL ESTATE: Section 341(a) Meeting Scheduled for December 4
REAL ESTATE: Wants Until Nov. 20 to File Schedules and Statement

REMY WORLDWIDE: Taps Greenberg Traurig as Special Counsel
REMY WORLDWIDE: Wants to Hire Ernst & Young as Accountant
RMS LEASING: Voluntary Chapter 11 Case Summary
ROADHOUSE GRILL: Section 341(a) Creditors Meeting Set for Nov. 19
ROADHOUSE GRILL: Court Okays Kelley & Fulton as Bankruptcy Counsel

ROADHOUSE GRILL: U.S. Trustee Appoints Members to Creditors Panel
ROCKY ROBINSON: Court Gives Nod to Tyler Bartl as Counsel
SAGITTARIUS CDO: S&P Puts Four Low-B Rated Notes on CreditWatch
SEALY MATTRESS: S&P Rates $440 Million Senior Loans at BB+
SMURFIT-STONE: Solid Performance Prompts S&P to Lift Ratings

SOLOMON DWEK: Case Summary & 253 Largest Unsecured Creditors
SPX CORP: Earns $92.9 Million in Third Quarter Ended Sept. 30
SPX CORP: Inks Definitive Pact to Acquire APV from Invensys PLC
SPX CORP: Fitch Affirms BB+ Issuer Default Rating
STACK 2006-1: Moody's Junks Rating on $5 Mil. Class VII Notes

STONEYBROOK TOWNHOMES: Case Summary & Five Largest Creditors
SUSSER HOLDINGS: Prices $150MM Offering of 10-5/8% Sr. Notes
TALLSHIPS FUNDING: Moody's Cuts Ratings on Two Notes to Low-B
TARPON INDUSTRIES: Reduces Debt with Sale of Steelbank Unit
TESORO PETROLEUM: Fitch Says Tracinda Offer Won't Affect Ratings

THORPE INSULATION: Section 341(a) Creditors Meeting Set on Nov. 27
TOPANGA CDO: Moody's Lowers Ratings on Three Notes to Low-B
UNITED RENTALS: Provides Update on Unit's Tender Offer
VISTEON CORP: Sept. 30 Balance Sheet Upside-Down by $162 Million
WACHOVIA AUTO: Fitch Affirms BB Rating on Class E Notes

WELLMAN INC: S&P Junks Corporate Credit Rating
WELLMAN INC: Poor Operating Results Cue Moody's to Junk Rating
WENDY'S INT'L: Banks Propose "Highly Conditional" Financing
WEST TRADE: Moody's Lowers Ratings on Two Notes to Low-B
WETCO RESTAURANT: Section 341(a) Creditors Meeting Set for Nov. 20

WETCO RESTAURANT: Wants Tom St. Germain as Bankruptcy Counsel
WILLIAMS SCOTSMAN: Moody's Withdraws B1 Corporate Family Rating
WILLIAMS SCOTSMAN: Ristretto Deal Cues S&P to Withdraw Ratings
WP EVENFLO: Moody's Affirms B2 Corporate Family Rating

* BOOK REVIEW: Dangerous Pursuits - Mergers and Acquisitions in
               the Age of Wall Street



                             *********

3XS LLC: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: 3XS, L.L.C.
        4600 Mountain Home Ranch Road
        Calistoga, CA 94515

Bankruptcy Case No.: 07-11417

Chapter 11 Petition Date: October 31, 2007

Court: Northern District of California (Santa Rosa)

Debtor's Counsel: John S. Morken, Sr., Esq.
                  760 Market Street, Suite 938
                  San Francisco, CA 94102
                  Tel: (415) 391-6140

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.


ABACUS 2006-14: Moody's Lowers Ratings on $30 Million Notes
-----------------------------------------------------------
Moody's downgraded and left on review for possible downgrade the
following notes issued by ABACUS 2006-14, Ltd.

Class Descriptions:

   -- $20,000,000 Class A-2 Variable Rate Notes, Due 2045

      Prior Rating: Aa1
      Current Rating: Ba3, on review for possible downgrade

   -- $10,000,000 Class A-2 Series 2 Variable Rate Notes, Due
      2045

      Prior Rating: Aa1
      Current Rating: Ba3, 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.


ABACUS 2006-14: Moody's Junks Rating on $36.6MM Class B Notes
-------------------------------------------------------------
Moody's downgraded and left on review for possible downgrade these
notes issued by ABACUS 2006-14, Ltd.

Class Description:

   -- $36,684,375 Class B Variable Rate Notes, Due 2045

      Prior Rating: Aa3, on review for possible downgrade
      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.


ABACUS 2006-14: Moody's Junks Rating on $20 Mil. Class C Notes
--------------------------------------------------------------
Moody's downgraded and left on review for possible downgrade the
following notes issued by ABACUS 2006-14 Ltd.

Class Description:

   -- $20,000,000 Class C Variable Rate Notes, Due 2045

      Prior Rating: A2, on review for possible downgrade
      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.  


ABACUS 2006-15: Moody's Cuts Rating on Class C Notes to Ba2
-----------------------------------------------------------
Moody's Investors Service downgraded and left these notes issued
by Abacus 2006-15 Ltd. (Class C) on review for possible downgrade:

Class Description:

   -- $41,150,000 Class C Series 1 Variable Rate Notes Due 2045

      Prior Rating: A3
      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 asset-
backed securities.


ABACUS 2006-15: Moody's Lowers Class C Notes Rating' to Ba2
-----------------------------------------------------------
Moody's Investors Service downgraded and left these notes issued
by Abacus 2006-15 Ltd. (Class C Series 2) on review for possible
downgrade:

Class Description:

   -- $2,850,000 Class C Series 2 Variable Rate Notes Due 2037

      Prior Rating: A3
      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 asset-
backed securities.


ABACUS 2006-15: Moody's Lowers Class D Notes Rating' to B1
----------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by Abacus 2006-15 Ltd. (Class D Series 1) on review for possible
downgrade:

Class Description:

   -- $14,650,000 Class D Series 1 Variable Rate Notes Due 2045

      Prior Rating: Baa3
      Current Rating: B1, 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 asset-
backed securities.


ABACUS 2006-15: Moody's Lowers $2.8 Million Notes Rating' to B1
---------------------------------------------------------------
Moody's Investors Service downgraded and left these notes issued
by Abacus 2006-15, Ltd. (Class D Series 2) on review for possible
downgrade:

Class Description:

   -- $2,850,000 Class D Series 2 Variable Rate Notes Due 2037

      Prior Rating: Baa3
      Current Rating: B1, 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 asset-
backed securities.


AFFILIATED COMPUTER: Cerberus Withdraws Acquisition Offer
---------------------------------------------------------
Affiliated Computer Services, Inc., disclosed in a regulatory
filing with the U.S. Securities and Exchange Commission that on
Oct. 30, 2007, the Special Committee of its Board of Directors
receive a letter from Cerberus Capital Management, L.P., stating
that Cerberus was withdrawing its offer to acquire the company.

In the letter, Cerberus said that although it believes that the
company is an attractive investment opportunity, it had to
withdraw its offer due to the continuation of poor conditions in
the debt financing markets.

Cerberus further said that had the company's Special Committee
engaged with Cerberus and Mr. Darwin Deason, Chairman of the Board
of ACS, on the schedule proposed in the original offer letter, the
acquisition would been approved and closed months ago.  Cerberus
however stated that it market conditions change, it may consider
proposing another transaction with ACS.

                      Cerberus Offer

As reported in the Troubled Company Reporter on March 23, 2007,
the company confirmed that it received a proposal from Mr. Deason
and Cerberus to acquire, for a cash purchase price of $59.25 per
share, all of the outstanding shares of the company's common
stock, other than certain shares and options held by Mr. Deason
and members of the company's management team that would be rolled
into equity securities of the acquiring entity in connection with
the proposed transaction.

Mr. Deason and Cerberus stated that their proposed price
represented a premium of 15.5% over the closing price of the
company's class A common stock on March 19, 2007, and an 18.3%
premium over the 90-day average closing price.

The proponents had anticipated to execute a merger agreement in
early May 2007.

In connection with their proposal, Mr. Deason and Cerberus entered
into an Exclusivity Agreement, dated March 20, 2007, pursuant to
which Mr. Deason agreed to work exclusively with Cerberus to
negotiate an acquisition of the company.

                    Citigroup Commitment Letter

In order to further support their offer, Mr. Deason and Cerberus
disclosed that they received a letter from Citigroup Global
Markets Inc. stating that it is highly confident of its ability to
raise the debt necessary to complete the transaction.

                 Suspension of Exclusivity Agreement

However, as reported in the Troubled Company Reporter on June 12,
2007, the company reached an agreement with Mr. Deason to suspend
the Exclusivity Agreement between Mr. Deason and Cerberus.

                             Lawsuit

As reported in the Class Action Reporter on April 12, 2007, the
company disclosed in a regulatory filing that it was facing two
class actions filed in the Court of Chancery of the State of
Delaware, New Castle County against the company and certain
directors.

The lawsuits were filed by purported shareholders opposed to a
proposal to acquire the company presented by Mr. Deason and
Cerberus. In each of the lawsuits, the plaintiff claims to be a
shareholder of the company purporting to bring the action on
behalf of all public shareholders of the company and alleges that
the proposal is "inadequate and to have resulted from an unfair
process."

               About Cerberus Capital Management

Headquartered in New York City, and established in 1992, Cerberus
Capital Management LP is one of the world's leading private
investment firms with approximately $25 billion of capital under
management in funds and accounts.  Through its team of investment
and operations professionals, Cerberus specializes in providing
both financial resources and operational expertise to help
transform its portfolio companies into industry leaders for long-
term success and value creation.  Cerberus has offices in Los
Angeles, Chicago and Atlanta, well as advisory offices in London,
Baan, Frankfurt, Tokyo, Osaka and Taipei.

                    About Affiliated Computer

Headquartered in Dallas, Affiliated Computer Services Inc. (NYSE:
ACS) -- http://www.AffiliatedComputer-inc.com/ -- provides   
business process outsourcing and information technology solutions
to world-class commercial and government clients.  The company has
more than 58,000 employees supporting client operations in nearly
100 countries.  The company has global operations in Brazil,
China, Dominican Republic, India, Guatemala, Ireland, Philippines,
Poland, and Singapore.

                          *     *     *

Affiliated Computer Services currently carries Fitch Ratings' BB
Issuer Default Rating.  The company also carries Moody's Investors
Service's long term rating of Ba2.


AFFILIATED COMPUTER: Five Directors Resign on Chairman's Call
-------------------------------------------------------------
Affiliated Computer Services Inc. chairman Darwin Deason has sent
a letter asking five independent directors to resign saying that
the Board of Directors has come under increasing shareholder
criticism for its failure to consummate a transaction based on
Cerberus Capital Management LP's offer.

Specifically, Mr. Deason seeks resignation of Robert B. Holland,
J. Livingston Kosberg, Dennis McCuistion, Joseph P. O'Neill, and
Frank A. Rossi.

"[T]hey clearly demonstrate that the Board has lost the trust and
support of the Company's shareholders.  It is in the shareholders'
best interests to provide the Company with new strategic
leadership," Mr. Deason argues.

Mr. Deason went on to say that the Board, despite its efforts, has
failed to produce any other bidders or superior strategic
alternatives.

Such failure to produce another bidder or superior strategic
alternative has called into question the significant time and
resources dedicated to the Board's repeat auction and extensive
meetings to consider strategic alternatives, Mr. Deason avers.

                      ACS Directors Respond

The independent directors accepted Mr. Deason's call, saying that
"the best way for us to discharge our fiduciary duties is to
resign in favor of a new majority of independent directors."

However, the five directors contended that from the outset, Mr.
Deason has attempted to subvert the acquisition process in order
to prevent superior alternatives to the Cerberus offer from being
consummated.

The directors also noted that they have engaged Mr. Deason and
Cerberus in an effort to modify the proposal in a way that would
make sense for all of the company's shareholders, including
increasing the offer price, which Mr. Deason refused.

Calling his move as "remarkable piece of bullying and thuggery,"
the directors argued that Mr. Deason have made it impossible for
them to continue to effectively serve as directors of ACS.

"We could fire you and the entire management team, but that would
not help our shareholders, customers or employees," the directors
avered.

                    About Affiliated Computer

Headquartered in Dallas, Affiliated Computer Services Inc. (NYSE:
ACS) -- http://www.AffiliatedComputer-inc.com/ -- provides   
business process outsourcing and information technology solutions
to world-class commercial and government clients.  The company has
more than 58,000 employees supporting client operations in nearly
100 countries.  The company has global operations in Brazil,
China, Dominican Republic, India, Guatemala, Ireland, Philippines,
Poland, and Singapore.

                          *     *     *

Affiliated Computer Services currently carries Fitch Ratings' BB
Issuer Default Rating.  The company also carries Moody's Investors
Service's long term rating of Ba2.


ALCATEL-LUCENT: Posts EUR345 Mil. Net Loss in Qtr. Ended Sept. 30
-----------------------------------------------------------------
Alcatel-Lucent reported Wednesday results for the third quarter
ended Sept. 30, 2007.

For the quarter, reported net loss was EUR345 million, including
the non-cash impact from purchase price allocation entries of
EUR87 million following the merger with Lucent Technologies.  The
global Thales transaction has been closed during the second
quarter 2007 and all activities which have been disposed of or
contributed to Thales as of June 30, 2007, are not included in
third quarter 2007 results.

For the third quarter 2007, Alcatel-Lucent's reported revenues
amounted to EUR4.350 billion, compared to a pro-forma
EUR4.909 billion in the year-ago quarter, an 8% decrease at a
constant Euro/US$ exchange rate, or an 11% decline at current
rate.  The reported gross profit was EUR1.487 billion, including
the impacts from purchase price allocation entries of
EUR1 million.  Reported operating income was EUR74 million,
including the impact from purchase price allocation entries of
EUR144 million.

The adjusted gross profit was EUR1.486 billion, 34.2% of sales,
compared to an adjusted pro-forma gross profit of EUR1.925 billion
in the year-ago quarter.  Adjusted operating income was
EUR70 million, 1.6% of sales, compared with an adjusted pro-forma
operating income of EUR 430 million in the year-ago quarter.  For
the quarter, adjusted net loss was EUR258 million.  The adjusted
pro-forma net income was EUR532 million in the third quarter 2006.

The net debt cash position was EUR 124 million as of Sept. 30,
2007, compared with EUR221 million as of June 30, 2007.

Chief Executive Officer Pat Russo commented:

"We believe that our strategy, our product portfolio and our
expertise align with the long-term market drivers that will
underpin the industry for the next several years, as networks
migrate to all-IP based architecture.  During the first nine
months of operations as a single company, we strengthened our
position in key strategic markets and technologies such as IP and
mobile broadband required to position the company for long-term
sustained growth.  Having said that, and in spite of the promise
of this industry and the long term benefits of the merger, we
recognize that market conditions remain difficult, with continued
pressure on revenues and margins due to intensified competition
and some slowdown of spending in North America.  These market
conditions along with our commitment to transform the company for
the long term  lead us to put in place an aggressive three-part
plan to improve profitability and reposition the business."

The plan includes:

  - streamlining the core carrier business, accelerated product
    cost improvement with increased portfolio focus on IP
    transformation of wireline and wireless networks.

  - enhancing growth by developing an offensive strategy on
    sectors offering a strong growth potential, namely :

    -- high value added services and applications for the carrier
       markets

    -- solutions for the enterprise markets and industry and
       public sector.

    -- streamlining the organization into a simplified model with
       a focused management committee with clear accountabilities
       and ownership to quickly execute the plans.

This plan will result in an acceleration of cost structure
improvement, especially in support functions and other savings
arising from the realigned and streamlined carrier business Group.
The company expects that this plan will result in incremental
savings of Euro 400 million in gross margin and comparable
operating expenses by the end of year 2009.  This implies an
acceleration of our ongoing headcount targets into 2008 with
incremental reductions of about 4,000 by 2009.

Pat Russo further added: "These are difficult but necessary
decisions, and we will manage these reductions with care.  With
this plan, the company is targeting gross margins in the high 30's
and operating margins of 10% or better in the post integration
phase beginning 2010."

                       About Alcatel-Lucent

Headquartered in Paris, France, Alcatel-Lucent --
http://www.alcatel-lucent.com/-- provides solutions that enable
service providers, enterprises and governments worldwide to
deliver voice, data and video communication services to end
users.  Alcatel-Lucent maintains operations in 130 countries,
including, Austria, Germany, Hungary, Italy, Netherlands,
Ireland, Canada, United States, Costa Rica, Dominican Republic,
El Salvador, Guatemala, Peru, Venezuela, Indonesia, China,
Australia, Brunei and Cambodia.  On Nov. 30, 2006, Alcatel and
Lucent Technologies Inc. completed their merger transaction, and
began operations as a communication solutions provider under the
name Alcatel-Lucent on Dec. 1, 2006.

                        *     *     *

In September 2007, Standard & Poor's Ratings Services revised its
outlook on Alcatel-Lucent and related entity Lucent Technologies
Inc. to stable from positive.  At the same time, the 'BB-' long-
term corporate credit ratings on the group were affirmed.  The 'B'
short-term corporate credit rating on Alcatel-Lucent and 'B-1'
short-term rating on Lucent Technologies were also affirmed.

In April 2007, Fitch Ratings affirmed Alcatel-Lucent's ratings at
Issuer Default 'BB' with a Stable Outlook, senior unsecured 'BB'
and Short-term 'F2' and simultaneously withdrew them.

In February 2007, Moody's Investor Services put a Ba2 rating
on Alcatel's Corporate Family and Senior Debt ratings.  Lucent
carries also carries Moody's B1 Senior Debt rating and B2
Subordinated debt & trust preferred rating.


ALERT CELLULAR: Exclusive Plan Filing Period Moved to Dec. 10
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District Of California
in Santa Barbara has extended Alert Cellular LC's exclusive period
to file a plan until Dec. 10, 2007, Bill Rochelle of Bloomberg
News reports.  

Alert Cellular will have 60 days after that date to solicit
acceptances of any plan it may file.

The Debtor sought the extension on Oct. 5, 2007, to address
remaining issues relating to its closure of 40 of its
underperforming retail locations.

W. Joseph Kautz, Alert Cellular's chief financial officer, told
the Court that the Debtor has achieved significant milestones in
its chapter 11 case, including:

   -- negotiation with its prepetition secured lender and
      other major parties-in-interest of terms governing
      cash collateral use on a final basis for the duration
      of the case; and

   -- elimination of over $2.2 million in prepetition debt.

However, Mr. Kautz explained, the Debtor needs more time to
file a plan because :

   a) it is "fine tuning" its final store mix which may require
      it to reject additional leases or licenses;

   b) it will have to negotiate with T-Mobile and Verizion
      business
      terms that will govern the Debtor's operations through the
      upcoming holiday retail season and beyond; and

   c) it needs to determine the size of its claim pool after the
      filing of its proposed claim bar date.

On Oct. 9, 2007, the Court declined to sign an order approving a
Nov. 30, 2007 general claims bar date proposed by the Debtor,
stating that "counsel has not complied with Local Bankruptcy Rule
9013-1(g)."

Headquartered in Carpinteria, California, Alert Cellular LC
-- http://alertcellular.com/-- is an authorized wireless  
retailer for Verizon and T-Mobile.  The company filed for chapter
11 protection on July 3, 2007 (Bankr. C.D. Calif. Case No. 07-
10918).  Malhar S. Pagay, Esq., and Scotta E. McFarland, Esq., at
Pachulski Stang Ziehl & Jones LLP serve as the Debtor's counsel.  
The Official Committee of Unsecured Creditors selected Irell &
Manella LLP as its counsel.  When the Debtor filed for bankruptcy,
it listed estimated assets and debts of $1 million to
$100 million.


ANIXTER INT'L: Fitch Affirms BB+ Issuer Default Rating
------------------------------------------------------
Fitch Ratings affirmed these ratings for Anixter International
Inc. and its wholly owned operating subsidiary, Anixter Inc.:

Anixter

   -- Issuer Default Rating 'BB+';
   -- Senior unsecured debt 'BB-'.

AI

   -- Issuer Default Rating 'BB+';
   -- Senior unsecured notes 'BB+';
   -- Senior unsecured bank credit facility at 'BB+'.

Fitch's action affects about $800 million of public debt
securities.  The rating outlook is stable.

The ratings and Outlook reflect these considerations:

   -- Fitch expects Anixter to demonstrate continued strong
      organic growth driven by solid end market demand and
      market share gains;

   -- Fitch believes that, although Anixter is operating near
      the peak of a typical business cycle, the company should
      be able to maintain its current profitability profile
      with EBITDA margins approximately 7% to 8% as additional
      operating efficiencies mitigate ongoing pricing pressure;

   -- Anixter will likely continue to make small acquisitions
      to complement growth in its OEM supply business as well
      as potential opportunistic acquisitions in its industrial
      wire and enterprise cabling businesses which in the past
      have been partially debt financed;

   -- Fitch expects Anixter will use free cash flow in excess
      of funds needed for acquisitions for additional share
      repurchase programs and/or one-time dividends; and

   -- Anixter's use of debt financing for acquisitions and
      other items is expected to, at times, temporarily
      increase the company's leverage ratio but Fitch expects
      the company to manage its balance sheet in the long term
      near its current leverage ratio (total debt/operating
      EBITDA) of 2.5x, or about 3x on an adjusted basis (total
      adjusted debt/operating EBITDAR) as well as a debt to
      total capitalization ratio near 50%.

Anixter ratings are supported by:

   -- Strong diversification of products, suppliers, customers
      and geographic penetration adds stability to the
      financial profile by reducing operating volatility; and

   -- Anixter has established itself as a market leader in
      niche distribution markets, which has resulted in above
      average margins for a distributor.

Rating concerns include:

   -- Anixter has historically been highly acquisitive with a
      portion of acquisitions being debt financed; and

   -- Anixter has a history of shareholder friendly actions
      coupled with Fitch's expectations that free cash flow in
      excess of investments in internal growth and acquisitions
      would be returned to shareholders rather than being used
      to reduce debt.

Fitch believes Anixter's liquidity was sufficient and consisted of
the following as of Sept. 30, 2007:

   i. about $46 million of cash and cash equivalents;

  ii. $450 million five-year revolving credit agreement
      maturing April 2012, of which, $216 million was
      available;

iii. various other committed and uncommitted credit facilities
      totaling about $80 million with nominal amounts
      available; and

  iv. $225 million on-balance-sheet accounts receivable
      securitization program expiring September 2008, of which,
      about $170 million was available.

Total debt as of Sept. 30, 2007 was $1 billion and included
$55 million outstanding under Anixter's $225 million accounts
receivable securitization program, $234 million outstanding under
the $450 million revolving credit facility, $75 million
outstanding under various other credit facilities, $200 million in
5.95% senior unsecured notes due February 2015, $163 million in
3.25% zero-coupon unsecured notes due July 2033 and
$300 million in 1% convertible unsecured notes due February 2013.  
The 3.25% zero coupon notes and the 1% convertible notes are
issued by Anixter International and are structurally subordinated
to the remaining debt which is issued by Anixter Inc.  Anixter
Inc. is the operating company under the parent company of Anixter
International.


ART CDO: Moody's Reviews Ba2 Rating on $5 Mil. Class C Notes
------------------------------------------------------------
Moody's Investors Service placed these notes issued by ART CDO
2006-1, Ltd. on review for possible downgrade:

Class Descriptions:

   -- $20,000,000 Class A2 Senior Floating Rate Notes Due
      August 2046

      Prior Rating: Aa2
      Current Rating: Aa2, on review for possible downgrade

   -- $10,000,000 Class A3 Deferrable Floating Rate Notes Due
      August 2046

      Prior Rating: A2
      Current Rating: A2, on review for possible downgrade

   -- $8,000,000 Class B Deferrable Floating Rate Notes Due
      August 2046

      Prior Rating: Baa2
      Current Rating: Baa2, on review for possible downgrade

   -- $5,000,000 Class C Deferrable Floating Rate Notes Due
      August 2046

      Prior Rating: Ba2
      Current Rating: Ba2, on review for possible downgrade

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


AURIGA CDO: Moody's Junks Ratings on Four Note Classes
------------------------------------------------------
Moody's Investors Service placed these notes issued by Auriga CDO
Ltd. on review for possible downgrade:

Class Descriptions:

   -- $975,000,000 Class A-1 First Priority Senior Secured
      Floating Rate Notes due January 2047

      Prior Rating: Aaa
      Current Rating: Aaa, on review for possible downgrade

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

   -- $97,500,000 Class A-2A Second Priority Senior Secured
      Floating Rate Notes due January 2047

      Prior Rating: Aaa
      Current Rating: A2, on review for possible downgrade

   -- $48,000,000 Class A-2B Third Priority Senior Secured
      Floating Rate Notes due January 2047

      Prior Rating: Aaa
      Current Rating: A3, on review for possible downgrade

   -- $64,500,000 Class B Fourth Priority Senior Secured
      Floating Rate Notes due January 2047

      Prior Rating: Aa2
      Current Rating: Baa2, on review for possible downgrade

   -- $63,000,000 Class C Fifth Priority Senior Secured
      Floating Rate Notes due January 2047

      Prior Rating: Aa3
      Current Rating: Baa3, on review for possible downgrade

   -- $48,000,000 Class D Sixth Priority Mezzanine Secured
      Deferrable Floating Rate Notes due January 2047

      Prior Rating: A2
      Current Rating: Ba2, on review for possible downgrade

   -- $42,000,000 Class E Seventh Priority Mezzanine Secured
      Deferrable Floating Rate Notes due January 2047

      Prior Rating: A3
      Current Rating: Ba3, on review for possible downgrade

   -- $51,000,000 Class F Eighth Priority Mezzanine Secured
      Deferrable Floating Rate Notes due January 2047

      Prior Rating: Baa2
      Current Rating: Caa2, on review for possible downgrade

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

   -- $28,500,000 Class G Ninth Priority Mezzanine Secured
      Deferrable Floating Rate Notes due January 2047

      Prior Rating: Baa3
      Current Rating: Ca

   -- $43,500,000 Class H Ninth Priority Junior Secured
      Deferrable Floating Rate Notes due January 2047

      Prior Rating: Baa3
      Current Rating: C

   -- $22,500,000 Class I Ninth Priority Junior Secured
      Deferrable Floating Rate Notes due January 2047

      Prior Rating: Ba2
      Current Rating: C

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


AUTOMOTIVE GLASS: Moody's Places Corporate Family Rating at B2
--------------------------------------------------------------
Moody's Investors Service assigned ratings to Automotive Glass &
Services:

   -- Corporate Family Rating, B2;
   -- senior secured asset based revolving credit, B1;
   -- senior secured first lien term loan, B1; and
   -- senior secured second lien term loan, Caa1.

The rating outlook is stable.

The new senior secured facilities will be used to finance the
purchase of AG&S by affiliates of Platinum Equity LLC for $500
million.  As part of the transaction, Platinum will contribute
$156.5 million in equity.  AG&S manufactures, fabricates and
delivers glass products and solutions to automotive OEMs directly
or through third party suppliers; manufactures replacement auto
glass and distributes glass and related sundries to the glass
replacement aftermarket; and provides a suite of software and
services that manages the auto glass insurance claims process and
inventory and work flow for glass retailers.

The ratings reflect the company's high leverage, moderate interest
coverage, and weak initial free cash flow generation following its
purchase by Platinum.  AG&S is a leading player in the market for
OEM and aftermarket automotive glass.  While the company does have
exposure to Big-3 OEM build rates (about 48% of OEM revenues and
24% of totals revenues), its aftermarket and services activities
provide important revenue streams that suggest more stable
operating performance than other companies in the auto parts
sector.

Nevertheless, the company's ability to achieve expected results
will be contingent on successful implementation of a multi-year
restructuring initiative designed to improve the company's cost
competitiveness.  While the actions necessary to achieve this
restructuring have been identified, implementation has only just
begun.  Moreover, the ratings consider that the company faces a
near term scheduled rebuild of one of the float glass lines at its
Meadville facility, which will involve a short term shutdown of
the line.  The large capital investment necessary to rebuild this
line, coupled with restructuring costs, will constrain cash flow
during the near term.

The stable outlook reflects Moody's expectation that AG&S will
maintain its leading positions in the automotive OEM and
replacement glass markets over the intermediate term.  The outlook
also anticipates that the adverse effects of weak auto sales
trends on the company's OEM volumes will be mitigated by the
company's non-OEM businesses and planned ongoing restructuring
efforts.  Availability under the company's liquidity facility is
expected to be sufficient to support these operating pressures and
planned refurbishing expenditures at the company's Meadville
facility.

On a pro forma basis, initial leverage (using Moody's standard
adjustments) is estimated to be 3.9x, and EBIT/Interest is
estimated at 1.9x.  

However, the company is subject to certain cyclical industry
risks, and sensitivity analysis indicates potential for metrics
that are consistent with the B2 rating.  Moreover, free cash flow
in 2008 is expected to be negative given the planned capital
expenditures at the company's Meadville facility.  At closing, the
combined company is expected to have about
$59.8 million of availability under its new $75 million asset
based revolving credit facility.  A fixed charge covenant will not
be applicable until availability falls to a level to be determined
by closing.

Ratings assigned:

   -- Corporate Family Rating, B2

   -- Probability of Default, B2

   -- $75 million senior secured asset based revolving credit
      facility, B1 (LGD3, 37%)

   -- $225 million senior secured first lien term loan, B1
      (LGD3, 37%)

   -- $125 million senior secured second lien term loan, Caa1
      (LGD5, 83%)

Future events that have the potential to drive AG&S' outlook or
ratings lower include: ongoing OEM production pressures which
result in significantly lower revenues; market share losses in any
of the company's segments; the inability of the company's
restructuring efforts to offset OEM production pressures;
significant deterioration in liquidity; or acquisitions requiring
debt funding.  Consideration for a lower rating could arise if any
combination of these factors results in leverage approaching 5x,
or EBIT/ interest coverage below 1.5x.

Future events that have the potential to drive AG&S' outlook or
ratings higher include: a sustained improvement in operating
performance which results in Debt/EBITDA consistently below 3.8x,
and EBIT/Interest consistently above 2x.

Automotive Glass and Services manufactures, fabricates and
delivers glass products and solutions to automotive OEMs directly
or through third party suppliers; manufactures replacement auto
glass and distributes glass and related sundries to the glass
replacement aftermarket and; provides a suite of software and
services that manages the auto glass insurance claim process and
inventory and work flow for glass retailers.


BEAZER HOMES: Amends Four-Year Revolving Credit Facility
--------------------------------------------------------
Beazer Homes USA, Inc., amended its four-year revolving credit
facility to provide that any adverse judgment entered in the
company's Senior Notes Litigation would not result in an event of
default if, to the extent such judgment has the effect of
determining that there has been a default with respect to one or
more tranches of Senior Notes based on the company's failure to
make a filing with the U.S. Securities and Exchange Commission or
deliver a copy of an SEC filing to the applicable trustees or
denying a motion for preliminary injunction with respect to such a
default, such defaults shall have been waived by the requisite
holders of such applicable tranches of Senior Notes in accordance
with the applicable Senior Indentures.

In addition, the definition of Secured Borrowing Base was amended
to provide that, in the event of any adverse judgment entered in
the Company's Senior Notes Litigation, certain of the collateral
advance rates will be lowered during the period commencing on the
date on which any such adverse judgment shall have been entered in
the Senior Notes Litigation until the delivery of restated
financials.

                            Restatements

As reported in the Troubled Company Reporter on Oct. 12, 2007, the
audit committee of Beazer Homes determined that it will be
necessary for the company to restate its financial statements
relating to fiscal years 2004 through 2006 and the interim periods
of fiscal 2006 and fiscal 2007.

                       Consent Solicitation

As reported in the Troubled Company Reporter on Oct. 31, 2007, the
company completed its solicitation of consents from the holders of
its $1.525 billion of outstanding Senior Notes and Senior
Convertible Notes to approve proposed amendments and a proposed
waiver pursuant to the indentures under which the Notes were
issued.

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

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

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

                     About Beazer Homes

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

                         *     *     *

As reported in the Troubled Company Reporter on Nov 1, 2007,
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.

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


BELO CORP: Earns $18.7 Million in Quarter Ended September 30
------------------------------------------------------------
Belo Corp. disclosed financial results for the quarter ended
Sept. 30, 2007.

For the three months ended Sept. 30, 2007, the company reported
net earnings of $18,758,000 on net operating revenues of
$364,349,000.  This compares to net earnings on $19,218,000 on net
operating revenues of $376,395,000 for the three months ended
Sept. 30, 2006.

For the nine months ended Sept. 30, 2007, the company's net
earning also went to $70,631,000 from $79,177,000 for the nine
months ended Sept. 20, 2006.  Net operating revenue was
$1,108,909,000 for the nine months ended Sept. 30, 2007, compared
to $1,151,675,000 for the period ended Sept. 20, 2006.

At Sept. 30, 2007, the company's balance sheet showed
$3,541,234,000 in total assets and $1,563,349,000 in total
shareholders' equity.  Shareholders' equity stood at
$1,527,148,000 at Dec. 31, 2006.    

A full-text copy of the company's financial report for the quarter
ended Sept. 30, 2007, may be viewed for free at:

                 http://ResearchArchives.com/t/s?24b6

                           About Belo

Belo Corp. -- http://wwwbelo.com/-- is a media company with a  
diversified group of market-leading television, newspaper, cable
and interactive media assets.  The company operates in Texas, the
Northwest, the Southwest, the Mid-Atlantic and Rhode Island.  Belo
owns 20 television stations, six of which are in the 15 largest
U.S. broadcast markets.  The company also owns or operates six
cable news stations and manages one television station through a
local marketing agreement.  Belo's daily newspapers are The Dallas
Morning News, The Providence Journal, The Press-Enterprise
(Riverside, CA) and the Denton Record-Chronicle (Denton, TX).  The
company also publishes specialty publications targeting young
adults, and the fast-growing Hispanic market, including Quick and
Al Dia in Dallas/Fort Worth, and El D and La Prensa in Riverside.
Belo operates more than 30 Web sites associated with its operating
companies.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 19, 2007,
Moody's Investors Service downgraded Belo Corp.'s senior unsecured
ratings to Ba1 from Baa3 and assigned the company a Ba1 Corporate
Family rating and Ba1 Probability of Default rating.

The downgrade reflects (1) Moody's expectation that Belo's free
cash flow-to-debt has limited scope for improvement due to revenue
pressure in the newspaper business and will remain below the 10%
level that was anticipated in the Baa3 rating; and (2) Moody's
belief that the company's reliance on a bank facility with a MAC
clause to fund the significant $350 million November 2008 note
maturity is a liquidity profile consistent with a speculative-
grade rating.


BFC AJAX: Moody's Cuts Ratings on Two Note Classes to Low-B
-----------------------------------------------------------
Moody's Investors Service placed these notes issued by BFC Ajax
CDO Ltd. on review for possible downgrade:

Class Descriptions:

   -- $15,000,000 Class B Floating Rate Notes Due 2046

      Prior Rating: Aa3
      Current Rating: Aa3, on review for possible downgrade

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

   -- $20,000,000 Class C Deferrable Floating Rate Notes Due
      2046

      Prior Rating: A2
      Current Rating: Baa3, on review for possible downgrade

   -- $40,000,000 Class D Deferrable Floating Rate Notes Due
      2046, Downgraded to Ba3 from Baa2; Placed Under Review
      for further Possible Downgrade

      Prior Rating: Baa2
      Current Rating: Ba3, on review for possible downgrade

   -- $40,000,000 Class E Deferrable Floating Rate Notes Due
      2046

      Prior Rating: Ba2
      Current Rating: B2, on review for possible downgrade

   -- $10,000,000 Class X Deferrable Floating Rate Notes Due
      2046

      Prior Rating: A1
      Current Rating: Baa2, 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.


BIOSTEM INC: Buying Joyon Via 115 Million Stock Exchange Deal
-------------------------------------------------------------
BioStem Inc. has entered into a definitive agreement to acquire
Joyon Entertainment Inc. in exchange for 115,000,000 shares of the
company's common stock, to be issued after giving effect to a one
for forty reverse split of the company's common stock, well as the
divestment of the company's subsidiaries, BH Holding Company Inc.
and ABS Holding Company Inc.

On Oct. 12, 2007, the company entered into a Stock Exchange
Agreement with Joytoto Co. Ltd. and Joyon Entertainment Co. Ltd.,
to purchase 100% of the issued and outstanding capital stock of
Joyon Entertainment Inc.

In order to complete the acquisition of JEI, the company is
required to secure a release of the company from the holders of
the company's Senior Secured Convertible Debentures, well as
effect the conversion of the company's Junior Convertible Secured
Debentures.

Accordingly, the company entered into an Agreement to Purchase
Subsidiaries and Cancel Shares with Marc Ebersole, the company's
CEO and Director, Christine Ebersole, a Director and employee, and
Scott Schweber, a Director, well as the holders of the company's
Senior Secured Convertible Debentures and the Company's Junior
Convertible Debentures.

According to the Subsidiary Purchase Agreement, Mr. Ebersole, Ms.
Ebersole and Mr. Schweber will release the company from any and
all claims they may have against the company and its lenders, and
will tender to the company a total of 130 million shares of the
company's common stock for cancellation.

The company's Senior Secured Debenture Holder will release the
company from its obligations under the Senior Debenture, and such
obligations will remain obligations of the company's two
subsidiaries, BH Holding and ABS Holding.

The holders of the company's Junior Debentures, which are
convertible into 17.35 million shares of common stock after giving
effect to a one for forty reverse split, will convert their
debentures into:

   i) 17,350,000 shares of common stock;

  ii) will be issued an additional 16,169,549 shares of common
      stock; and

iii) will be issued warrants to purchase 21 million shares of
      common stock at an exercise price of $0.10 per share.

Finally, the company will transfer 100% of the outstanding capital
stock of its two operating subsidiaries, BH Holding  and ABS
Holding to the Management Shareholders and the holders of the
company's Junior Convertible Debentures.

The company has changed its name to Joytoto USA Inc., and
completed a one for forty reverse split of the company's common
stock, which became effective on Oct. 31, 2007.  On Oct. 31, 2007,
the company's common stock has commenced trading under the new
symbol "JYTO."

Immediately after the closing of the actions, Mr. Ebersole and Ms.
Ebersole will resign as officers and directors of the company.  
Immediately prior to their resignations, they will appoint:

   -- Cho, Seong Yong as president, CEO and director;
   -- Cho, Seong Sam as CFO, vice president, secretary and
      director;
   -- Choi, Doo Ho, as COO and director;
   -- Um, San Yong as internal auditor.

The new officers and directors of the company were designated by
Joytoto Co. Ltd., which is the new controlling shareholder of the
company as of Oct. 31, 2007.

                 About Joyon Entertainment Inc.

Joyon Entertainment Inc. is in the online games and electronics
manufacturing businesses.

                        About Biostem

Headquartered in Atlanta, Georgia, Biostem Inc., fka National
Parking Systems, Inc., provides parking and parking related
services.  Services include valet parking services which the
company operates through its wholly owned subsidiary BH holding
Company Inc and vehicle immobilization services which the company
operates through its another wholly owned subsidiary ABS Holding
Company Inc.

At June 30, 2007, the company's balance sheet showed total assets
of $.2 million and total liabilities of $1.8 million, resulting to
s  total stockholders' deficit of $1.6 million.

                       Going Concern Doubt

Meyler & Company LLC, expressed substantial doubt about BioStem
Inc.'s ability to continue as a going concern after it audited the
company's financial statements for fiscal year ended Dec. 31,
2006.  The auditors pointed to the company's recurring net losses
of $2,051,539 in 2006, $7,857,124 in 2005 and $5,200,418 in 2004;
negative working capital of $1,338,517; and a stockholders'
deficit of $1,242,540 at Dec. 31, 2006.


BROADRIDGE TRANSPORT: Case Summary & 15 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Broadridge Transport, Inc.
        aka Broadridge Transportation, Inc.
        P.O. Box 316
        Bishopville, SC 29010

Bankruptcy Case No.: 07-05948

Type of Business: The Debtor provides long-distance
                  trucking services.

Chapter 11 Petition Date: October 31, 2007

Court: District of South Carolina (Columbia)

Judge: Helen E. Burris

Debtor's Counsel: Reid B. Smith, Esq.
                  Price Bird & Smith, P.A.
                  1712 Street Julian Place
                  P.O. Box 5537
                  Columbia, SC 29250
                  Tel: (803) 779-2255
                  Fax: (803) 799-3131

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 15 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
SC Department of Motor           International Fuel        $6,716
Vehicles                         Tax Agreement
Motor Carrier Services
P.O. Box 1498
Blythewood, SC 29016

Arthur Tire, Inc.                Recap Tire                $8,145
P.O. Box 1198                    Purchases
Roebuck, SC 29376

Columbia Freightliner                                      $7,918
1450 Bluff Road
Columbia, SC 29201

Bishopville Parts, Inc.          Parts Purchases           $2,453

Dilmar Oil Co.                   Oil & Grease Purchases    $2,048

Blake & Ford, Inc.               Office Supplies           $1,876

Buster's Garage                  Wrecker Service           $1,670

Consolidated Truck Parts, Inc.   Parts Purchases           $1,517

Transportation Cabinet           Kentucky Weight           $1,487
Division of Motor Carriers       Distance Tax

San-Glo Glass                    Tractor Repairs             $937

Corporate Medical Services, Inc.                             $804

Vengroff Williams and            Collection Account          $640
Associates, Inc.

Battery Specialists              Parts Purchases             $483

New Dixie Distributing Co.       Truck Wash                  $462

Lube Industries, Inc.            Oil & Grease Purchases      $161


CAIRN MEZZ: Moody's Lowers Ratings on Two Note Classes to Low-B
---------------------------------------------------------------
Moody's Investors Service placed these notes issued by Cairn Mezz
ABS CDO I PLC on review for possible downgrade:

Class Descriptions:

   -- $55,000,000 Class II Senior Floating Rate Notes Due 2046

      Prior Rating: Aaa
      Current Rating: Aaa, on review for possible downgrade

   -- $49,000,000 Class III Senior Floating Rate Notes Due 2046

      Prior Rating: Aa2
      Current Rating: Aa2, on review for possible downgrade

   -- $11,000,000 Class IV Senior 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:

   -- $13,000,000 Class V Mezzanine Floating Rate Deferrable
      Notes Due 2046

      Prior Rating: A2
      Current Rating: Baa2, on review for possible downgrade

   -- $20,500,000 Class VI Mezzanine Floating Rate Deferrable
      Notes Due 2046

      Prior Rating: Baa2
      Current Rating: Ba2, on review for possible downgrade

   -- $6,500,000 Class VII Mezzanine Floating Rate Deferrable
      Notes Due 2046

      Prior Rating: Ba1
      Current Rating: B1, on review for possible downgrade

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


CALPINE CORP: Quadrangle & JP Morgan Objects to Plan Confirmation
-----------------------------------------------------------------
Quadrangle Master Funding, Ltd., and JP Morgan Chase Bank, N.A.,
as assignee to Quadrangle's Claims, are holders of allowed general
unsecured claims against Calpine Corp. and its affiliates,
aggregating $85,000,000, exclusive of postpetition interest and
other charges.

The Debtors' proposed Plan of Reorganization contemplates payment
of contract rate of postpetition interest to creditors in Classes
A-3, B, C-2, C-3, and C-5.  With respect to General Unsecured
Claims, the Plan provides for "Interest Accrued After the
Petition Date" at the Federal Judgment Rate of 4.34% unless the
Debtors agree to a different rate or the Court directs otherwise.

The Plan, however, fails to specify the standard to be used by
the Debtors in reaching agreements with holders of General
Unsecured Claims, Terence K. McLaughlin, Esq., at Willie Farr &
Gallagher, LLP, in New York, asserts, in Quadrangle's behalf.  He
adds that the Plan is also silent as to whether the mere existence
of a contract is sufficient for the U.S. Bankruptcy Court for the
Southern District of New York to direct otherwise or if some other
set of facts must be present before the Court can so rule.

Mr. McLaughlin relates that the Power Purchase Agreement on which
Quadrangle's Claims are based provides for the payment of
interest, which will be calculated at a rate equal to 2% over the
prime rate published in the "Money Rates" section of the Wall
Street Journal, from the date on which payment became overdue to
and until the payment is paid in full.

The date that payments became overdue under the PPA was December
20, 2005, Mr. McLaughlin notes, and the prime rate as published
in the Wall Street Journal on that date was 7.25%.  Thus, he
says, Quadrangle and JP Morgan's contractual rate of interest is
9.25%.

Accordingly, Quadrangle and JP Morgan ask Judge Lifland to allow
postpetition interest on their Claims at a 9.25% contract rate,
to the extent that the interest is paid to other unsecured
creditors under the Debtors' Plan.

If the Debtors will contend that the existence of a contractual
interest rate alone is insufficient, Quadrangle and JP Morgan
asserts that contractual rate of interest is appropriate as a
matter of law if the Debtors have a surplus, particularly if
other classes are receiving a contractual rate of interest.

"[N]o class of creditors should receive less than any other class
where the sole beneficiaries of the discriminatory treatment are
the shareholders," Mr. McLaughlin asserts.

JP Morgan is represented by Lewis Kruger, Esq., at Stroock &
Stroock & Lavan, LLP, in New York.

                   About Calpine Corporation

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The company and its affiliates filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  As of Aug. 31, 2007, the
Debtors disclosed total assets of $18,467,000,000, total
liabilities not subject to compromise of $11,207,000,000, total
liabilities subject to compromise of $15,354,000,000 and
stockholders' deficit of $8,102,000,000.

On Feb. 3, 2006, two more affiliates, Geysers Power Company, LLC,
and Silverado Geothermal Resources, Inc., filed voluntary chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-10198).  
On Sept. 20, 2007, Santa Rosa Energy Center, LLC, another
affiliate, also filed a voluntary chapter 11 petition (Bankr.
S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  The hearing to consider
confirmation of the Plan is scheduled on Dec 18, 2007.  (Calpine
Bankruptcy News, Issue No. 67; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


CALPINE CORP: Contends Litigation is Premature & Unnecessary
------------------------------------------------------------
Calpine Corp. and its debtor-affiliates the U.S. Bankruptcy Court
for the Southern District of NEw York to deny the request of the
7.75% Noteholders to establish a pre-confirmation timetable for
the resolution of the contractual subordination dispute.

Representing the Debtors, Edward O. Sassower, Esq., at Kirkland &
Ellis, LLP, in New York, points out that litigation of the dispute
at this stage of the Debtors' Chapter 11 cases is improper because
it would "put the proverbial cart before the horse."

Mr. Sassower contends that the Contractual Subordination Dispute
could only become ripe if the Court determines that the Debtors'
reorganized enterprise value is at an amount that is sufficient to
pay unsecured creditors' claims for principal and prepetition
interest in full, but insufficient to satisfy fully unsecured
creditors' claims for postpetition interest.  Any other valuation
determination on the high- or low-end would moot out the now
unripe Contractual Subordination Dispute, Mr. Sassower continues.

A premature litigation, for which the parties-in-interest likely
will seek reimbursement of attorneys' fees from the Debtors'
estates, would be a needless waste of resources, Mr. Sassower
asserts.

Mr. Sassower further asserts that resolution of the Contractual
Subordination Dispute at this time does not aid confirmation of
the Debtors' Plan.  The Plan specifically protects the rights of
the parties with a stake in the Contractual Subordination
Dispute, and confirmation of the Plan simply is not dependent on
its outcome, if it ever needs to be decided.

Mr. Sassower also notes that while the Debtors ultimately may not
take a position on the merits of the potential inter creditor
dispute, the state of the law on the "Rule of Explicitness" may
not allow for resolution of the Contractual Subordination Dispute
as rapidly as the 7.75% Noteholders seem to suggest.  

Moreover, the Unofficial Committee of Second Lien Debtholders,
represented by Alan W. Kornberg, Esq., at Paul, Weiss, Rifkind,
Wharton & Garrison, LLP, in New York, asserts that a
determination of the subordination dispute would be unnecessary
if certain contingencies occur, including:

  (a) if the Court were to conclude that the Debtors are
      required to pay postpetition default and compound
      interest, the dispute would be obviated without the need
      for any judicial intervention;

  (b) if the Debtors could amend their Plan to voluntarily pay
      the Second Lien Debtholders' claims, it would eliminate
      the dispute;

  (c) if the Second Lien Debtholders and the Debtors could reach
      a settlement concerning payment of the postpetition
      interest and default amounts; or

  (d) if the Debtors' Fourth Amended Plan of Reorganization
      could fail to secure the necessary votes for confirmation
      or otherwise be found unconformable.

Wilmington Trust Company, as Indenture Trustee for the Second
Lien Noteholders, supports the Second Lien Committee's position.

Furthermore, in a separate filing, Davidson Kempner Capital
Management, LLC; Highland Capital Management, LP; Jana Partners,
LLC; and Longacre Fund Management, LLC; as substantial holders of
Senior Debt, and the Bank of New York, as administrative agent
under the Second Lien Term Loan Agreement, assert that litigation
of the Subordination Dispute is lengthy and wasteful of estate
resources.

The Senior Unsecured Noteholders assert that the 7.75%
Noteholders will not be prejudiced if the Court denies their
request.  The Senior Unsecured Noteholders note that the Debtors
intend to hold in reserve the shares of New Calpine Common Stock
that are implicated by the Subordination Dispute pending a final
determination or settlement of the dispute.  The Senior
Noteholders tell Judge Lifland that they are agreeable to an
expedited, post-confirmation litigation schedule.

BNY, on the other hand, asserts that if the Court is nevertheless
inclined to adjudicate the Subordination Dispute before
determining the Debtors' enterprise value and the Second Lien
Term Loan Lenders' right to collect default and compound interest
from the Debtors, various provisions to the 7.75% Noteholders'
proposed schedule would have to be negotiated and modified to
provide that:

  * All parties who do not participate in the Contractual
    Subordination Dispute cannot be bound by any decision
    rendered in the dispute;

  * All parties who participate in the Contractual Subordination
    Dispute should have the ability to file an opening and reply
    brief;

  * The exact scope of what is to be decided as part of the
    Contractual Subordination Dispute needs to be expressly set
    forth; and

  * There needs to be an express reservation of rights for all
    parties who participate in the Contractual Subordination
    Dispute as pertains to the Plan or any other rights such
    parties may have as against the Debtors or other third
    parties.

HSBC Bank USA, National Association, as successor indenture
trustee on behalf of the holders of the 6.00% Convertible Notes
Due 2014, reserve all of their rights with respect to the
subordination provision contained in the 6% Indenture.

HSBC contends that because the subordination provisions contained
in the 6% Indenture may be similar in certain respects to the
subordination provisions contained in the 7.75% Indenture,
certain issues raised before the Court during the resolution of
the Subordination Dispute may be analogous to issues that may be
raised in connection with the resolution of a subordination
dispute with respect to the 6% Indenture.

          Creditors Panel Wants Noteholders to Revise
                  Dispute Resolution Process

The Official Committee of Unsecured Creditors states that it does
not object to the 7.75% Noteholders' request, and believes that
the Subordination Dispute, if not settled, will need to be
resolved by either the Court or another court of competent
jurisdiction.

The Creditors Committee, however, is concerned that schedule
proposed by the Noteholders may interfere with the Debtors'
confirmation process.

Thus, the Creditors Committee asks Judge Lifland to direct the
7.75% Noteholders to modify their proposed inter-creditor dispute
resolution process to ensure that it will not interfere with the
Plan process or the Confirmation Hearing.

                  7.75% Noteholders Talk Back

The 7.75% Noteholders, together with Manufacturers & Traders
Trust Company, as successor Indenture Trustee, argue that the
resolution of the Contractual Subordination Dispute now will
simplify the overall Plan confirmation process by resolving an
issue affecting the allocation of a significant amount of the
reorganized Debtors' common stock under the Plan.

The resolution of the Contractual Subordination Dispute in
advance of the confirmation would eliminate uncertainty with
respect to the treatment and recovery for some of the Debtors'
largest creditor constituencies, the 7.75% Noteholders insist.

Kristopher M. Hansen, Esq., at Strook & Stroock & Lavan, LLP, in
New York, notes, on the 7.75% Noteholders' behalf, that in the
bankruptcy case of Adelphia Communications Corp., Judge Gerber of
the U.S. Bankruptcy Court of the Southern District of New York,
permitted the Adelphia subordinated noteholders to resolve the
subordination dispute in advance of the case's confirmation
proceedings.

Mr. Hansen points out that under the Debtors' proposed Plan,
though the inter-creditor provisions of the Indenture survive
confirmation, the indemnity and reimbursement provisions of the
Indenture that inure to the benefit of M&T Bank will be canceled,
leaving the Bank to litigate the Subordination Dispute without
the full protections otherwise afforded to it under the
Indenture.  Deprived of those protections, the Noteholders face a
skewed playing field vis-a-vis the Debtors, Mr. Hansen asserts.

Mr. Hansen adds that the Objectors' argument that the dispute
should await a Court ruling as to the determination of New
Enterprise Value incorrectly assumes that the dispute will be
rendered moot and the Senior Debtholders will not seek pay-over
from the Noteholders in a scenario where the Court determines
Calpine Corp.'s reorganized value either is at an amount that is
"insufficient to pay all claims" or is sufficient to pay all
creditors in full, including postpetition interest.

Mr. Hansen notes that the Second Lien Debtholders have publicly
and expressly stated that they intend to seek pay-over from the
7.75% and 6% Noteholders to the extent they do not recover
default interest and compounded interest from the Debtors.

Accordingly, the 7.75% Noteholders ask Judge Lifland to overrule
all the Objections filed by the Debtors, et al.


                   About Calpine Corporation

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The company and its affiliates filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  As of Aug. 31, 2007, the
Debtors disclosed total assets of $18,467,000,000, total
liabilities not subject to compromise of $11,207,000,000, total
liabilities subject to compromise of $15,354,000,000 and
stockholders' deficit of $8,102,000,000.

On Feb. 3, 2006, two more affiliates, Geysers Power Company, LLC,
and Silverado Geothermal Resources, Inc., filed voluntary chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-10198).  
On Sept. 20, 2007, Santa Rosa Energy Center, LLC, another
affiliate, also filed a voluntary chapter 11 petition (Bankr.
S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  The hearing to consider
confirmation of the Plan is scheduled on Dec 18, 2007.  (Calpine
Bankruptcy News, Issue No. 67; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


CAP CANA: Moody's Rates Proposed $500 Mil. Senior Notes at B3
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Cap Cana, S.A.'s
proposed $500 million senior secured notes due 2017.

These notes will be secured by a first-priority lien on certain of
the Cap Cana's property, and have a liquidation value of not less
than 150% of the principal amounts of the notes and certain
receivables.  An escrow will be created by the trustee to manage
the receivables from clients who are buying property in Cap Cana.  
These receivables are to be maintained at 125% of the issue
amount.

The notes are senior secured obligations of Cap Cana, and will
rank equally in right of payment with all of the company's
existing and futures senior secured indebtedness.  The notes
contain certain covenants which include restricted payments and
incurrence of debt.  In addition, the notes also include a fully
funded six month debt service reserve for principal and interest,
and a cash flow waterfall and related accounts to ensure that cash
flow generated is used first to service debt during each payment
period.

These proposed notes are rated a notch lower than Cap Cana's
existing $250 million senior secured debt, rated B2, because of
differences in the underlying collateral," says Moody's analyst
Philip Kibel.  Cap Cana's proposed US$500 million secured notes
are backed with a first priority lien on parcels of raw land
within the project vs. already-sold and partially-built product,
which backs the existing US$250 million notes. Furthermore, the
$250 million notes are backed by 2x orderly liquidation value, and
a higher percentage of actual receivables from existing sales,
while the proposed notes have a lower collateralization of 1.5x,
based on orderly liquidation value.

The stable rating outlook reflects Moody's expectation that Cap
Cana will maintain its conservative approach to leverage and
stable earnings, while at least meeting its sales projections.

Positive ratings movement would be difficult in the intermediate
term, and would reflect the success of the maintenance of total
leverage at current levels, and the demand for Cap Cana's product
outpacing budgeted sales and revenues by 30%.  A downgrade would
reflect economic difficulties in the Dominican Republic, a natural
disaster or other event that delays or damages the development, or
sales demand for Cap Cana's housing and related property being
less than anticipated by at a least 10%.

This rating was assigned with a stable outlook:

Cap Cana S.A.

   -- $500 million senior secured notes at B3

Cap Cana S.A., a privately owned company, is a corporation that
was organized under the laws of the Dominican Republic.  Its
principal activity is the development, construction, operation and
administration of a tourist and leisure resort community project
known as Cap Cana.  Cap Cana is being developed as a multi-use
luxury Caribbean resort with world-class beaches, championship
golf courses, yachting facilities and similar leisure amenities.  
The property consists of over 119.9 square kilometers of land,
including an eight kilometer coastline and 3.5 kilometers of
pristine beach.  

Cap Cana is located on the easternmost tip of the Dominican
Republic, and is a few minutes drive from Punta Cana International
Airport, which receives nonstop flights from large metropolitan
centers in Europe, Canada and the USA.  When fully developed, Cap
Cana is expected to have six championship golf courses (three of
which will be Nicklaus Signature courses, one of which was
recently completed); one of the largest inland marinas in the
Caribbean; several luxury hotels; over 10,000 housing units,
including estate homes, villas and condominiums; numerous sports
facilities, including golf, beach and yacht clubs; and a variety
of high-end shops, restaurants, spas and entertainment complexes.  
Plans also include the development of a large ecological preserve.


CDC MORTGAGE: S&P Cuts Ratings on Four Cert. Classes to Low-B
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes of mortgage pass-through certificates from CDC Mortgage
Capital Trust 2004-HE2.  S&P removed two of the lowered ratings
from CreditWatch with negative implications.  Furthermore, S&P
affirmed the 'AA' rating on class M-1 from this series.

The lowered ratings reflect the deterioration of available credit
support.  The failure of excess interest to cover monthly losses
has resulted in an overcollateralization deficiency of about $2.07
million, or 63% below its OC target, as of the Sept. 25, 2007,
distribution date.  During the previous six remittance periods,
monthly losses have exceeded excess interest by about 3x.  As of
the September 2007 distribution period, this transaction was 39
months seasoned and had realized $7.21 million in cumulative
losses.  Total delinquencies and severe delinquencies (90-plus
days, foreclosures, and REOs) were 32.51% and 18.69% of the
current pool balance, respectively.

The affirmation on the M-1 class was based on a loss coverage
percentage that is sufficient to maintain the current rating for
this class.

Credit enhancement for this transaction is derived from a
combination of subordination, excess interest, and O/C.  The
collateral supporting these transactions consists of subprime
pools of fixed- and adjustable-rate mortgage loans secured by
first liens on one- to four-family residential properties.

                        Ratings Lowered

CDC Mortgage Capital Trust 2004-HE2
Mortgage pass-through certificates

                                    Rating
                                    ------
              Class          To              From
              -----          --              ----
              B-1            B               BBB+
              B-2            B-              BBB
              M-2            BB                A
              M-3            B+                A-


     Ratings Lowered and Removed from Creditwatch Negative
   
CDC Mortgage Capital Trust 2004-HE2
Mortgage pass-through certificates
                                    Rating
                                    ------
              Class          To              From
              -----          --              ----
              B-3            CCC    BB-/Watch Neg
              B-4            CCC     B+/Watch Neg

                    Ratings Affirmed
   
CDC Mortgage Capital Trust 2004-HE2
Mortgage pass-through certificates

                 Class              Rating
                 -----              ------
                  M-1                 AA


CHALLENGER POWERBOATS: Board OKs Reverse Split on Common Stock
--------------------------------------------------------------
Challenger Powerboats Inc.'s board of directors has declared a
reverse split of its common stock, at a one-for-twenty ratio,
effective Oct. 31, 2007.  After 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:CPWB) - http://www.challengerpowerboats.com/-- designs and  
manufactures 'go fast' offshore racing boats, family sport
cruisers, jet boats and water ski tow boats under the brands
'Challenger Powerboats', 'Sugar Sand' and 'Gekko', which target
the recreational boating market.  The company is a design-to-
manufacturing organization, creating or licensing designs, and
creating tooling, molds, and parts necessary to assemble its
products in-house.  The company markets its products through a
dealer network comprising more than 100 dealers throughout the
United States, Canada, Mexico, Europe, Australia, the Middle East
and Japan.

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: Prices $160 Mil. Public Offering of Notes
---------------------------------------------------------------
Champion Enterprises Inc. has priced its public offering of
convertible senior notes due 2037.  The transaction was increased
in size from the aggregate principal amount of $130 million to
$160 million.

The company has also granted to the underwriter of the offering an
option to purchase up to an additional $20 million aggregate
principal amount of notes solely to cover over-allotments.

Credit Suisse Securities (USA) LLC is acting as the underwriter
and sole bookrunning manager for the convertible notes offering.
    
The notes will bear interest at a rate of 2.75% per year, payable
on May 1 and Nov. 1, beginning on May 1, 2008.  The notes will
mature on Nov. 1, 2037.  

Holders of the notes may require the company to repurchase the
notes if the company is involved in certain types of corporate
transactions or other events constituting a fundamental change.
Beginning in 2012 the company will have the right to redeem the
notes, in whole or in part.  Holders of the notes have the right
to require the company to repurchase all or a portion of their
notes on Nov. 1 of each of 2012, 2017, 2022, 2027 and 2032.
    
The notes will be convertible, under certain circumstances, at the
holder's option, at an initial conversion rate of 47.6954 shares
of the company's common stock per $1,000 principal amount of
notes, or an initial conversion price of approximately $20.97 per
share of common stock, representing an 82% conversion premium
based on the closing price of $11.52 per share of the company's
common stock on Oct. 29, 2007, payable in common stock.  The
conversion rate and the conversion price will be subject to
adjustment in certain events.
    
The company intends to use approximately $97 million of the net
proceeds of the notes offering to repurchase its notes due 2009
tendered in a tender offer, including the tender premium and any
accrued interest thereon, repay no less than $8 million of the
outstanding principal, plus accrued interest, under its term loan
due 2012 and pay related fees and expenses.

The remaining net proceeds of approximately $58 million, or
approximately $78 million if the underwriters exercise their over-
allotment option in full, will be used for general corporate
purposes.
    
Closing of the public offering of the notes is expected to occur
on Nov. 2, 2007, and will be subject to the satisfaction of
various customary closing conditions.
    
Champion Enterprises, the underwriter or any dealer participating
in the offering will arrange to send the prospectus and prospectus
supplement if requested by calling Credit Suisse Securities (USA)
LLC toll free at 1-800-221-1037 or Champion Enterprises, Inc. toll
free at 1-888-603-0071.
   
                 About Champion Enterprises Inc.

Auburn Hills, Michigan-based Champion Enterprises Inc., (NYSE:
CHB) -- http://www.championhomes.com/-- operates 32 manufacturing  
facilities in North America and the United Kingdom and works with
over 3,000 independent retailers, builders and developers.  The
Champion family of builders produces manufactured and modular
homes, as well as modular buildings for government and commercial
applications.

                          *     *     *

Moody's Investor Service placed Champion Enterprises Inc.'s  
senior unsecured debt and probability of default ratings at 'B1'
in September 2006.  The ratings still hold to date with a negative
outlook.


CHANCELLOR GROUP: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Chancellor Group, Inc.
        P.O. Box 742
        Pampa, TX 79066-0742

Bankruptcy Case No.: 07-20512

Type of Business: The Debtor acquires, explores and develops
                  natural gas and oil properties.  It further
                  examines opportunities in the fields of power
                  generation, minerals development and
                  environmental engineering and remediation.

Chapter 11 Petition Date: October 30, 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

Unaudited Consolidated Annual Financial Condition as of June 2007:

Total Assets: $5,649,018

Total Debts:  $6,228,336

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


CHYPS CBO: Fitch Junks Ratings on Four Note Classes
---------------------------------------------------
Fitch downgraded three classes of notes issued by CHYPS CBO 1997-1
Ltd., as:

   -- $21,047,114 class A-2A to 'C/DR5' from 'CCC/DR4';
   -- $3,047,708 class A-2B to 'C/DR5' from 'CCC/DR4';
   -- $57,100,000 class A-3 to 'C/DR6' from 'CC/DR5'.

Additionally:

   -- $42,400,000 class B notes remain at 'C/DR5'.

CHYPS 1997-1 is a collateralized debt obligation that closed Dec.
18, 1997 and is managed by Delaware Investment Advisers. CHYPS
1997-1 has a portfolio composed of high yield corporate bonds and
emerging market assets.  Included in this review, Fitch discussed
the current state of the portfolio with the asset manager and
their portfolio management strategy going forward.

The transaction is severely undercollateralized due to the
defaulting of a significant portion of assets in the portfolio.
The class A overcollateralization ratio was reported at 24.7% as
of the Oct. 2, 2007 trustee report.  In addition, due to a lack of
sufficient interest proceeds, principal proceeds are currently
being used to cover interest shortfalls to the class A-3 and B
notes, further reducing the par coverage for all classes of notes.  
Fitch expects the class A-2 notes to continue to receive some
interest payments and minimal principal recovery, and for the
class A-3 notes to receive some interest payments but no principal
recovery.

The class B notes benefit from a letter of credit provided by
Dresdner Bank AG (rated 'A+/F1+' by Fitch) which can be drawn upon
to make up for any interest shortfalls to these notes, or upon a
principal shortfall to the class B notes at the deal's maturity in
January 2010.  About $9.7 million of this LOC remains available,
which should be sufficient for full interest payments to the class
B notes for the remainder of the transaction and for some
principal recovery at maturity.

The ratings on classes A-2 and A-3 address the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The rating of the
class B notes addresses the likelihood that investors will receive
ultimate and compensating interest payments, as per the governing
documents, as well as the stated balance of principal by the legal
final maturity date.


CHYPS CBO: Fitch Junks Ratings on Two Certificate Classes
---------------------------------------------------------
Fitch downgraded two classes and affirmed one class of notes
issued by CHYPS CBO 1999-1 Ltd (CHYPS 1999-1).  These rating
actions are effective immediately:

   -- $13,699,984 class A-2 notes affirmed at 'AAA';

   -- $41,000,000 class A-3A notes downgraded to 'C/DR5' from
      'CC/DR5';

   -- $14,851,485 class A-3B notes downgraded to 'C/DR6' from
      'CC/DR5'.

CHYPS 1999-1 is a collateralized debt obligation that closed Jan.
7, 1999 and is managed by Delaware Investment Advisers. CHYPS
1999-1 has a portfolio composed of high yield corporate bonds.  
Included in this review, Fitch discussed the current state of the
portfolio with the asset manager and their portfolio management
strategy going forward.

The transaction has experienced significant defaults in the
underlying assets, which have led to the notes being severely
undercollateralized, as evidenced by the class A
overcollateralization ratio of 33.4% as of the Oct. 2, 2007
trustee report.  There are currently insufficient interest
proceeds available to make full interest payments to the class A-3
notes, leading to the use of principal proceeds to make up for
this shortfall, which further reduces the par coverage available
to the notes.

Based on expected collateral performance and the magnitude of
principal proceeds to pay interest on the notes in the future,
Fitch believes the class A-2 notes may experience an ultimate
principal shortfall.  These notes, however, are insured for
interest and principal by Financial Security Assurance Inc. (FSA;
rated 'AAA' by Fitch), and therefore maintain their 'AAA' rating.  
The class A-3 notes will continue receiving some interest payments
but are expected to receive minimal, if any, principal recovery by
the maturity date.  The class A-3A notes have a higher interest
coupon than the class A-3B notes, explaining their higher
distressed recovery prospects.

The ratings on classes A-2 and A-3 address the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date.


CITIGROUP MORTGAGE: Fitch Assigns Low-B Ratings on $6.6MM Notes
---------------------------------------------------------------
Fitch rates Citigroup Mortgage Loan Trust Inc., mortgage pass-
through certificates, series 2007-10 as:

Group I:

   -- $201.2 million classes 1-A1A, 1-A1B and R 'AAA' (senior
      notes);

   -- $2.3 million class 1-B1 'AA';

   -- $1.2 million class 1-B2 'A';

   -- $517,000 class 1-B3 'BBB'.

Group II:

   -- $611 million classes 2-A1A, 2-2AA, 2-A2A, 2-A2B, 2-12B,
      2-A2IO, 2-A3A, 2-A3B, 2-A3IO, 2-A4A, 2-A4B, 2-A5A, 2-A5B,
      and 2-R 'AAA' (senior notes);

   -- $11.8 million class 2-B1 'AA';

   -- $5.4 million class 2-B2 'A';

   -- $2.5 million class 2-B3 'BBB';

   -- $5.1 million non-offered class 2-B4 'BB';

   -- $1.5 million non-offered class 2-B5 'B'.

Group III:

   -- $262.7 million classes 3-1AA, 3-A1A, 3-A1B, 3-A1C, 3-1AB,
      3-A1IO, 3-A2A, 3-A2B, 3-A3A, 3-A3B, 3R, and 3P 'AAA'
      (senior notes).

The 'AAA' ratings on the Group 1 senior notes reflect the 2.70%
subordination provided by the 1.15% class 1-B1, the 0.60% class 1-
B2, the 0.25% class 1-B3, the 0.45% non-offered class 1-B4, the
0.15% non-offered class 1-B5 and the 0.10% non-offered class 1-B6.  
Classes 1-B4 through 1-B6 are not rated by Fitch.

The 'AAA' ratings on the Group 2 senior notes reflect the 4.50%
subordination provided by the 1.85% class 2-B1, the 0.85% class 2-
B2, the 0.40% class 2-B3, the 0.80% non-offered class 2-B4, the
0.25% non-offered class 2-B5, the 0.35% non-offered class 2-B6
(not rated by Fitch).

The 'AAA' ratings on the Group 3 senior notes reflect the 10.85%
subordination provided by the 6.35% class 3-B1, the 1.10% class 3-
B2, the 0.60% class 3-B3, the 0.85% non-offered class 3-B4, the
0.90% non-offered class 3-B5, the 1.05% non-offered class 3-B6.  
Classes 3-B1 through 3-B6 are not rated by Fitch.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures, and the master servicing
capabilities of CitiMortgage Inc. (rated 'RMS1' by Fitch Ratings).

The transaction is secured by three groups of mortgage loans,
which consist of about 2,331 conventional, one- to four-family,
adjustable rate mortgage loans secured by first liens on
residential real properties.  The mortgage loans have and
aggregate principal balance of about $1,141,379,050 as of
Oct. 1, 2007.  The three groups of mortgage loans are not cross-
collateralized.

The Group I mortgage loans have a final aggregate principal
balance of about $206,824,470 as of the cut-off date
(Oct. 1, 2007), an average balance of $544,275 a weighted average
remaining term to maturity of 321 months, a weighted average
original loan-to-value ratio of 68.02% and a weighted average
coupon of 5.90%.  The weighted average FICO credit score of the
loans is 747.  Owner occupied properties and second homes comprise
95.31% and 4.66% of the loans, respectively.  The states that
represent the largest geographic concentration are New Jersey
(66.82%), Florida (11.87%) and Texas (7.77%).  All other states
represent less than 5% of the outstanding balance of the pool.

The Group II mortgage loans have a final aggregate principal
balance of about $639,880,492 as of the cut-off date
(Oct. 1, 2007), an average balance of $544,116, a weighted average
remaining term to maturity of 355 months, a weighted average
original loan-to-value ratio of 75.63% and a weighted average
coupon of 6.26%.  The weighted average FICO credit score of the
loans is 737.  Owner occupied properties and second homes comprise
92.02% and 6.90% of the loans, respectively.  The states that
represent the largest geographic concentration are California
(39.48%), Florida (11.08%), New Jersey (7.69%) and Georgia
(5.08%).  All other states represent less than 5% of the
outstanding balance of the pool.

The Group III mortgage loans have a final aggregate principal
balance of about $294,674,087 as of the cut-off date
(Oct.  1, 2007), an average balance of $380,225, a weighted
average remaining term to maturity of 353 months, a weighted
average original loan-to-value ratio of 77.03% and a weighted
average coupon of 6.635%.  The weighted average FICO credit score
of the loans is 714.  Owner occupied properties and second homes
comprise 86.90% and 5.36% of the loans, respectively.  The states
that represent the largest geographic concentration are California
(34.35%), Florida (11.76%), New York (6.45%), Illinois (5.62%),
Virginia (5.13%) and Arizona (5.01%).  All other states represent
less than 5% of the outstanding balance of the pool.

U.S. Bank National Association will serve as trustee.


CITIGROUP MORTGAGE: Fitch Takes Rating Actions on 14 Deals
----------------------------------------------------------
Fitch Ratings took rating actions on these Citigroup Mortgage Loan
Trust mortgage pass-through certificates:

Series 2005-5 Group 1

   -- Class I-A affirmed at 'AAA'.

Series 2005-5 Group 2

   -- Class II-A affirmed at 'AAA'.

Series 2005-5 Group 3

   -- Class III-A affirmed at 'AAA';
   -- Class III-B-1 affirmed at 'AA';
   -- Class III-B-2 affirmed at 'A';
   -- Class III-B-3 downgraded to 'BBB-' from 'BBB';
   -- Class III-B-4 downgraded to 'B' from 'BB';
   -- Class III-B-5 downgraded to 'C/DR5' from 'B'.

Series 2005-8 Group 1

   -- Class I-A affirmed at 'AAA';
   -- Class I-B-1 affirmed at 'AA';
   -- Class I-B-2 affirmed at 'A';
   -- Class I-B-3 affirmed at 'BBB';
   -- Class I-B-4 downgraded to 'BB-' from 'BB';
   -- Class I-B-5 downgraded to 'C/DR4' from 'B'.

Series 2005-8 Group 3

   -- Class III-A affirmed at 'AAA';
   -- Class III-B-1 affirmed at 'AA';
   -- Class III-B-2 affirmed at 'A';
   -- Class III-B-3 affirmed at 'BBB';
   -- Class III-B-4 affirmed at 'BB';
   -- Class III-B-5 affirmed at 'B'.

Series 2006-4

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA';
   -- Class B-2 affirmed at 'A';
   -- Class B-3 affirmed at 'BBB';
   -- Class B-4 downgraded to 'B+' from 'BB';
   -- Class B-5 downgraded to 'CC/DR4' from 'B'.

Series 2006-AR2 Group 1

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

Series 2006-AR2 Group 2

   -- Class II-A affirmed at 'AAA';
   -- Class II-B-1 affirmed at 'AA';
   -- Class II-B-2 affirmed at 'A';
   -- Class II-B-3 affirmed at 'BBB';
   -- Class II-B-4 affirmed at 'BB';
   -- Class II-B-5 affirmed at 'B'.

Series 2006-AR3 Group 1

   -- Class I-A affirmed at 'AAA';
   -- Class I-B-1 affirmed at 'AA';
   -- Class I-B-2 affirmed at 'A';
   -- Class I-B-3 affirmed at 'BBB';
   -- Class I-B-4 affirmed at 'BB';
   -- Class I-B-5 affirmed at 'B'.

Series 2006-AR3 Group 2

   -- Class II-A affirmed at 'AAA';
   -- Class II-B-1 affirmed at 'AA';
   -- Class II-B-2 affirmed at 'A';
   -- Class II-B-3 downgraded to 'BB' from 'BBB' and placed on
      'Rating Watch Negative';
   -- Class II-B-4 downgraded to 'CCC/DR2' from 'BB';
   -- Class II-B-5 downgraded to 'C/DR4' from 'B'.

Series 2006-AR5 Group 1

   -- Class I-A affirmed at 'AAA';
   -- Class I-B-1 affirmed at 'AA';
   -- Class I-B-2 affirmed at 'A';
   -- Class I-B-3 affirmed at 'BBB';
   -- Class I-B-4 downgraded to 'BB-' from 'BB';
   -- Class I-B-5 downgraded to 'C/DR4' from 'B'.

Series 2006-AR5 Group 2

   -- Class II-A affirmed at 'AAA';
   -- Class II-B-1 affirmed at 'AA';
   -- Class II-B-2 affirmed at 'A';
   -- Class II-B-3 downgraded to 'BBB-' from 'BBB' and placed
      on Rating Watch Negative;
   -- Class II-B-4 downgraded to 'CC/DR3' from 'BB';
   -- Class II-B-5 downgraded to 'C/DR5' from 'B'.

Series 2006-AR7 Group 1

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

Series 2006-AR7 Group 2

   -- Class II-A affirmed at 'AAA';
   -- Class II-B-1 affirmed at 'AA';
   -- Class II-B-2 affirmed at 'A';
   -- Class II-B-3 affirmed at 'BBB';
   -- Class II-B-4 downgraded to 'B' from 'BB';
   -- Class II-B-5 downgraded to 'C/DR5' from 'B'.

The affirmations, affecting about $5 billion of the outstanding
certificates, reflect a stable relationship between credit
enhancement and expected loss.  The downgrades, affecting about
$61.6 million of the outstanding certificates, are taken as a
result of a deteriorating relationship between credit enhancement
and expected loss.  The Rating Watch Negative status affects about
$9.3 million of the outstanding certificates.

The negative rating actions on the 2005 and 2006 vintage CMLT
transactions are because of current trends in the relationship
between serious delinquency and credit enhancement.  The 90+ DQ
(including loans in bankruptcy, foreclosure, and REO) for
transactions with negative rating actions ranges from 0.48%
(series 2006-AR7 Group 1) to 6.12% (series 2006-AR3 Group 2) of
the current collateral balance.

The collateral of the above transactions generally consists of
fixed-rate and adjustable-rate mortgage loans extended to Alt-A
borrowers and secured by first liens on one- to four-family
residential properties.  The loans were originated by various
originators and are serviced by various servicers.  The
transactions are master serviced by CitiMortgage Inc, which is
rated 'RMS1' by Fitch.

As of the September 2007 remittance date, the pool factors
(current mortgage loan principal outstanding as a percentage of
the initial pool) of the above transactions range from 56% (series
2005-5 Group 1) to 87% (series 2006-AR3 Group 1).  In addition,
the seasoning ranges from 11 months (series 2006-AR7 Groups 1 & 2)
to 25 months (series 2005-5 Groups 1-3).


CITIMORTGAGE ALTERNATIVE: Fitch Junks Ratings on Two Certificates
-----------------------------------------------------------------
Fitch Ratings took these rating actions on two CitiMortgage
Alternative Loan Trust mortgage pass-through certificates:

Series 2006-A4

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA';
   -- Class B-2 downgraded to 'A-' from 'A';
   -- Class B-3 downgraded to 'BB+' from 'BBB';
   -- Class B-4 downgraded to 'B' from 'BB';
   -- Class B-5 downgraded to 'C/DR5' from 'B'.

Series 2006-A6

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

The affirmations, affecting about $674 million of the outstanding
certificates, reflect a stable relationship between credit
enhancement and expected loss.  The downgrades, affecting about
$16.5 million of the outstanding certificates, are taken as a
result of a deteriorating relationship between credit enhancement
and expected loss.

Classes B-2 through B-4 of the above transactions were downgraded
because of current trends in the relationship between serious
delinquency and credit enhancement.  The 90+ DQ (including loans
in bankruptcy, foreclosure, and REO) of series 2006-A4 is 1.73% of
the current collateral balance, while the current CE for the B-5
bond is 0.35%.  The 90+ DQ of series 2006-A6 is 1.28%, while the
current CE for the B-5 bond is 0.34%.

The collateral of the above transactions consists of conventional,
fully amortizing, fixed-rate mortgage loans extended to Alt-A
borrowers and secured by first-liens on one- to four-family
residential properties.  All of the loans were originated or
acquired by and are serviced by CitiMortgage, Inc, which is rated
'RPS1' by Fitch.

As of the September 2007 remittance date, the pool factor (current
mortgage loan principal outstanding as a percentage of the initial
pool) of series 2006-A4 is 84% and series 2006-A6 is 87%.  In
addition, series 2006-A4 is seasoned 12 months and series 2006-A6
is seasoned 10 months.


CITIGROUP MORTGAGE: S&P Junks Rating on 2003-HE4 Class M-7 Certs.
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of asset-backed pass-through certificates from Citigroup
Mortgage Loan Trust Inc.'s series 2003-HE4. Concurrently, S&P
removed one of the lowered ratings from CreditWatch with negative
implications.  Furthermore, S&P affirmed the ratings on the
remaining four classes from this transaction.

The lowered ratings reflect the deterioration of available credit
support.  The failure of excess interest to cover monthly losses
has resulted in an overcollateralization   deficiency of about
$6.33 million, or 64% below it's OC target, as of the Sept. 25,
2007, distribution date.  During the previous six remittance
periods, monthly losses have exceeded excess interest by about
2.62x.  As of the September 2007 distribution period, this
transaction was 44 months seasoned and had realized $22.89 million
in cumulative losses.  Total delinquencies and severe
delinquencies (90-plus days, foreclosures, and REOs) were 32.82%
and 15.15% of the current
pool balance, respectively.

The affirmations are based on credit support percentages that are
adequate to maintain the current ratings on the certificates.

Credit enhancement for this transaction is derived from a
combination of subordination, excess interest, and O/C.  The
collateral supporting these transactions consists of subprime
adjustable- and fixed-rate, fully amortizing, first- and second-
lien residential mortgage loans.

                       Ratings Lowered

                Citigroup Mortgage Loan Trust Inc.
              Asset-backed pass-through certificates

                                       Rating
                                       ------
         Series    Class          To           From
         ------    -----          --           ----
         2003-HE4  M-4            BBB-           A+
         2003-HE4  M-5            B              A
         2003-HE4  M-6            B-             A-

      Rating Lowered and Removed from Creditwatch Negative
   
                Citigroup Mortgage Loan Trust Inc.
              Asset-backed pass-through certificates

                                         Rating
                                         ------
         Series    Class          To              From
         ------    -----          --              ----
         2003-HE4  M-7            CCC   BBB+/Watch Neg

                   Ratings Affirmed

                Citigroup Mortgage Loan Trust Inc.
              Asset-backed pass-through certificates   

         Series     Class              Rating
         ------     -----              ------
         2003-HE4   A                     AAA
         2003-HE4   M-1                   AA+
         2003-HE4   M-2                   AA
         2003-HE4   M-3                   AA-


COLLINS & AIKMAN: Fee Examiner Files Report
-------------------------------------------
Judy A. O'Neill, the fee examiner appointed in Collins & Aikman
Corp. and its debtor-affiliates Chapter 11 cases, filed with the
U.S. Bankruptcy Court for the Eastern District of Michigan a
report, prepared in collaboration with her business consultant,
Fred Caruso of Development Specialists, Inc., on the results of
her investigation of the fees and expenses incurred by
professionals retained in the Chapter 11 cases.

As of June 30, 2007, approximately $123,000,000 in fees and
expenses has been incurred by the 25 professionals whose fees
ares subject to Sections 327 and 328 of the Bankruptcy Code,
Ms. O'Neill relates.

The fee examiner conducted informal interviews and examinations
of key parties and professionals, rather than formal depositions.  
Ms. O'Neill worked with the Debtors, the Official Committee of
Unsecured Creditors, and JPMorgan Chase Bank, N.A., the pre- and
postpetition agent of lenders, to obtain entry of a protective
order, as amended, to protect parties from the disclosure of
sensitive confidential information on certain terms.

Ms. O'Neill concludes that the substantial operational,
managerial and financial issues in the Debtors' Plastics division
and the effect of the issues on the achievability of management's  
business plan goals should have been discovered earlier.  She
says that from the outset of the Debtors' Chapter 11 cases, the
"key constituents, namely the Debtors' major customers, the bank
group -- subset of prepetition lenders, which acted as a steering
committee for the prepetition lenders, together with the
Prepetition Agent -- the Agent, and the Creditors Committee were
aware of the substantial operational, managerial and financial
issues in Plastics.

Due in large part to the Plastics issues, until the approval of
certain October 2005 customer agreements in December 2005, the
Debtors could not formulate a reliable business plan, Ms. O'Neill
notes.  With respect to the summer of 2006, she concludes that
based on the Debtors' performance in March, April and May of
2006, the Debtors should have known that:

   -- the aggressive $179,000,000 2006 EBITDA projection in that
      certain 4+8 plan was unachievable considering the Plastics
      issues in June 2006; and

   -- the projected 2006 EBITDA at that time should have more
      realistically resembled the $105,500,000 projected in that
      certain 6+6 plan subsequently issued in August 2006.

Ms. O'Neill does not believe that the delay in the discovery of
the impact of the Plastics issues on the Debtors' business plan
resulted in material unnecessary losses or reductions in creditor
recoveries, except with respect to the Prepetition Lenders who
funded professionals' fees and likely unnecessarily funded two
months of fees as a result of the delay, and the Customers, to
the extent they made business decisions during the delay that
increased their costs upon liquidation.

If the Court concludes that the business plan should have been
more conservative when initially issued in January 2006, the
Prepetition Lenders and the Customers likely suffered losses or
reductions in recoveries, Ms. O'Neill adds.

To the question of whether the key assumptions underlying
management's business plan, the nature and substance of the
Debtors' operating challenges in their Plastics Division and
substantive developments and changes in the Debtors' views on
future operating performance were adequately and timely disclosed
to the Debtors' principal creditor constituencies, Ms. O'Neill
affirms that the Debtors did.

According to Ms. O'Neill, because the Debtors' inability to
timely achieve the business plan improvements resulted in a
failure to increase value rather than a true decrease in value,
the substantial diminution of the Debtors' estates is not
relevant to the inquiry, and therefore, the relevant initial
inquiry is whether any particular work was no longer reasonably
necessary after reorganization became unlikely.

Ms. O'Neill states that the probability of any reorganization
substantially decreased in June 2006, when the Debtors' projected
2006 adjusted EBITDA fell substantially below $179,000,000, and
that reorganization at the lower EBITDA level became necessarily
contingent upon additional third-party concessions, i.e.
Extraordinary Customer relief, which the fee examiner concludes
was not likely to be obtained.

Given the delay, Ms. O'Neill concludes that the decision to
liquidate could have occurred approximately two months earlier.  
Therefore, she tells the Court, the Chapter 11 cases and the
attendant fees were unnecessarily extended by approximately two
months.  Moreover, less significant work may have been reasonably
unnecessary under the circumstances.

A full copy of Ms. O'Neill's report is available for free at
http://bankrupt.com/misc/Collins_FeeExaminer'sReport.pdf

                         *     *     *

Prior to the filing of the report, the Court approve the
stipulation among the Debtors, United States Trustee, Ms.
O'Neill, the Creditors Committee, for, among other things, the
the immediate delivery of O'Neil's  complete and unredacted draft
report, including any attachments, to the U.S. Trustee.


                     About Collins & Aikman

Headquartered in Troy, Mich., Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a global leader in cockpit        
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich.
Case No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis
LLP, represents C&A in its restructuring.  Lazard Freres & Co.,
LLC, provides the Debtors with investment banking services.   
Michael S. Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP,
represents the Official Committee of Unsecured Creditors
Committee.  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts.

On Aug. 30, 2006, the Debtors filed a Joint Chapter 11 Plan and a
Disclosure Statement explaining that plan.  On Dec. 22, 2006, they
filed an Amended Plan and on Jan. 22, 2007, filed a modified
Amended Plan.  On Jan. 25, 2007, the Court approved the adequacy
of the Disclosure Statement.  On July 18, 2007, the Court
confirmed the Debtors' Liquidation Plan which became effective on
Oct. 12, 2007.  The Debtors' cases are set to be closed on Feb.
28, 2008.  (Collins & Aikman Bankruptcy News, Issue No. 78;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/
or 215/945-7000)


COMMODORE CDO: Moody's Junks Ratings on Two Note Classes
--------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
downgrade these notes issued by Commodore CDO V Ltd.:

Class Descriptions:

   -- $75,000,000 Class A1-A First Priority Senior Secured
      Floating Rate Delayed Draw Notes Due 2047

      Prior Rating: Aaa
      Current Rating: Aaa, on review for possible downgrade

   -- $225,000,000 Class A1-B Second Priority Senior Secured
      Floating Rate Notes Due 2047

      Prior Rating: Aaa
      Current Rating: Aaa, on review for possible downgrade

   -- $50,000,000 Class A-2 Third Priority Senior Secured
      Floating Rate Notes Due 2047

      Prior Rating: Aaa
      Current Rating: Aaa, on review for possible downgrade

   -- $25,000,000 Class A-3 Fourth Priority Senior Secured
      Floating Rate Notes Due 2047

      Prior Rating: Aaa
      Current Rating: Aaa, on review for possible downgrade

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

   -- $70,000,000 Class B Fifth Priority Senior Secured
      Floating Rate Notes Due 2047

      Prior Rating: Aa2, on review for possible downgrade
      Current Rating: Baa2, on review for possible downgrade

   -- $13,250,000 Class C Sixth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2047

      Prior Rating: A2, on review for possible downgrade
      Current Rating: B3, on review for possible downgrade

   -- $24,000,000 Class D Seventh Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2047

      Prior Rating: Baa2, on review for possible downgrade
      Current Rating: Caa1, on review for possible downgrade

   -- $8,500,000 Class E Eighth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2047

      Prior Rating: Ba1, on review for possible downgrade
      Current Rating: Caa2, 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 subprime
RMBS securities.


COMSTOCK HOMEBUILDING: S&P Withdraws B Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit rating on Comstock Homebuilding Cos. Inc.  The company has
no publicly rated debt.  S&P withdrew the rating at the company's
request.

Comstock is a small publicly traded homebuilder and developer
based in Reston, Virginia.  The company develops a wide range of
for-sale housing from roughly 30 active development projects in
Virginia, Georgia, and the Carolinas.

The previous rating, which had a negative outlook, acknowledged
Comstock's broad product offering and the company's efforts to
improve geographic diversity, but these strengths were offset by a
very constrained financial profile.


CONSECO INC: Posts $53.7 Million Net Loss in Qtr. Ended Sept. 30
----------------------------------------------------------------
Conseco Inc. reported Wednesday results for the third quarter of
2007.
    
For the third quarter ended Sept. 30, 2007, net loss applicable to
common stock was $53.7 million, compared to net income applicable
to common stock of $38.9 million in the third quarter of 2006
(including $28.1 million of net realized investment losses in the
third quarter of 2007 vs. $13.9 million of net realized investment
losses in the third quarter of 2006).  Total revenues were
$1.17 billion in the third quarter of 2007, compared with total
revenues of $1.12 million in the same period last year.

Net operating loss was $25.6 million in the third quarter of 2007,
compared to net operating income of $52.8 million in the third
quarter of 2006.  Loss before net realized investment losses,
corporate interest and taxes was $23.4 million, compared to income
before net realized investment losses, corporate interest and
taxes of $110.4 million in the third quarter of 2006.

"Third Quarter results reflect a number of significant events, as
progress on our program to position Conseco for future
profitability and growth is increasingly evident," chief executive
officer Jim Prieur said.  "We saw continued strong growth in both
our Bankers Life and Colonial Penn businesses, while Conseco
Insurance Group, even with a decline in sales during the quarter,
produced new business expected to be more profitable.  
Importantly, continued progress also was evident on the turnaround
in our run-off long-term care block, with our claims reserve
volatility reduced this quarter following the reserve      
strengthening of the previous quarter.  With only a small loss in
the quarter, we are on target for that block to become profitable
next year."

"The majority of our organizational realignment is now complete as
well, with all of our customer service calls now being handled in
our Carmel, Indiana offices," Mr. Prieur said.
    
"Our just announced agreement in which we will invest $63 million
to recapture a block of Colonial Penn life insurance business
comprising approximately $50 million annual premium that had been
ceded in 2002 to a subsidiary of Swiss Re, is a significant
investment in the growth of this high-return core business," said
chief financial officer Ed Bonach.  "This transaction is expected
to be immediately accretive to earnings and return on equity.  Our
Oct. 12, 2007, announcement that we completed the 100% coinsurance
of an older block of fixed and equity-indexed annuities is another
important step in improving Conseco's performance."

"Conseco also further executed on its share repurchase program in
the third quarter," Mr. Bonach said, "with the purchase of 2.4
million shares at an average price of $14.22 per share, for a
total of $34.7 million."
    
Net realized losses of $28.1 million (net of taxes) in the third
quarter of 2007 consisted of losses from market value declines on
the assets transferred pursuant to the company's 100% annuity
coinsurance transaction, and from sales of mortgage-backed
securities collateralized by sub-prime residential mortgage loans.
In the third quarter of 2007, the company recorded a charge of
approximately $76.5 million related to the coinsurance
transaction.  The results from the third quarter of 2007 reflect
additional pre-tax costs of $16.4 million related to the
litigation settlement the company entered into in the second
quarter of 2006.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$36.16 billion in total assets, $31.86 billion in total
liabilities, and $4.30 billion in total shareholders' equity.

                        About Conseco Inc.

Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) --
https://www.conseco.com/ -- is the holding company for a group of
insurance companies operating throughout the United States that
develop, market and administer supplemental health insurance,
annuity, individual life insurance and other insurance products.
The company became the successor to Conseco Inc. (Old Conseco), in
connection with its bankruptcy reorganization.  CNO focuses on
serving the senior and middle-income markets.  The company sells
its products through three distribution channels: career agents,
professional independent producers and direct marketing.  CNO
operates through its segments, which includes Bankers Life,
Conseco Insurance Group, Colonial Penn, other business in run-off
and corporate operations.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 11, 2007,
Moody's Investors Service changed the outlook on the ratings of
Conseco Inc. and its insurance subsidiaries to negative from
stable.  The rating agency also affirmed Conseco's senior bank
facility at Ba3.

As reported in the Troubled Company Reporter on Aug. 9, 2007,
Standard & Poor's Ratings Services lowered its counterparty credit
and senior debt ratings on Conseco Inc. to 'B+' from 'BB-'.  The
outlook remains negative.  At the same time, Standard & Poor's
lowered its counterparty credit and financial strength ratings on
Conseco Senior Health Insurance Co. to 'CCC-' from 'CCC'.  Its
outlook also remains negative.


CRDENTIA CORP: Acquiring Medical People for $750,000 in Cash
------------------------------------------------------------
Crdentia Corp. has signed a definitive agreement to acquire
Medical People Healthcare Services Inc.  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.   

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.  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 disclose Crdentia's acquisition of Medical
People Healthcare Services Inc.," John Kaiser, Crdentia's chief
executive officer, 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," Mr. Kaiser added.
    
         About Medical People Healthcare Services Inc.

Medical People Healthcare Services Inc. is a provider of temporary
nursing and allied health staff to nursing homes, hospitals and
other healthcare facilities in the Alabama market.

                     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

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.


CRESTED CORP: Special Stockholders Meeting Set for November 26
--------------------------------------------------------------
A special meeting of the Crested Corp. shareholders to vote on the
proposed merger of Crested into U.S. Energy Corp. is set for
Nov. 26, 2007.

If the required shareholder vote is obtained at the meeting, and
the other conditions to the merger are satisfied, the minority
shareholders of Crested will receive 1 share of U.S. Energy common
stock for every 2 shares of Crested's common stock they own.

On Jan. 23, 2007, the boards of directors of U.S. Energy and
Crested Corp. approved and executed a Merger Agreement where
Crested would merge into USE, by means of an offer to acquire the
minority shares of Crested, based on an exchange ratio of one
share of common stock of USE for every two shares of Crested
common stock not held by USE, which owns 71% of the Crested common
stock.  

The Merger Agreement also provided that USE vote in line with the
vote of a majority of the holders of the Crested minority shares.

Consummation of the merger was subjected to execution of
definitive documents:

   -- USE delivering to the Crested minority shareholders a
      proxy statement/prospectus, after declaration of
      effectiveness by the Securities and Exchange Commission
      of a Form S-4 filed by USE with the SEC;

   -- for a special meeting of the Crested shareholders;

   -- approval of the merger by the holders of a majority of
      the minority Crested shares; and satisfaction of
      customary representations and warranties to be contained
      in the definitive documents.  

The board of directors has recommended that approval of the merger
agreement be given by the shareholders of Crested Corp.  USE will
not seek USE shareholder approval of the merger.

The SEC has declared effective the registration statement on Form
S-4 of Crested Corp.
    
                      About US Energy Corp.

Headquartered in Riverton, Wyoming, US Energy corp. --
http://www.usnrg.com/-- is a diversified natural resource company  
with interests in molybdenum, gold and oil & gas.

                      About Crested Corp.

Headquartered in Riverton, Wyoming, Crested Corp. (OTC BB: CBAG)
develops and leases mineral properties.  The company primarily
focuses on hard rock minerals, including lead, zinc, silver,
molybdenum, gold, uranium, and oil and gas properties.  It also
engages in the production of petroleum properties and marketing of
minerals through equity investees.

                         *     *     *

Moss Adams LLP cited several factors that raise substantial
doubt about the ability of Crested Corp. to continue as a going
concern after auditing the company's financial statements as of
Dec. 31, 2006.  The factors were the company's significant losses
from operations and working capital deficit of $3,730,800 as of
Dec. 31, 2006.  Moss Adams also stated that a substantial portion
of Crested's obligation is owed to an affiliated entity.


DAVIS & ASSOCIATES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Davis and Associates, Inc.
        3040 Halls Ferry Road
        Vicksburg, MS 39180

Bankruptcy Case No.: 07-03484

Chapter 11 Petition Date: October 31, 2007

Court: Southern District of Mississippi (Jackson Division)

Debtor's Counsel: Jeffrey Kyle Tyree, Esq.
                  Harris, Jernigan & Geno, P.P.L.C.
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: 601 427-0048
                  Fax: 601-427-0050

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

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


DRACO 2007-1: Moody's Junks Ratings on Two Note Classes
-------------------------------------------------------
Moody's Investors Service placed these notes issued by Draco 2007-
1, Ltd. on review for possible downgrade:

Class Descriptions:

   -- $1,250,000,0001 Class A1S Variable Funding Senior Secured
      Floating Rate Notes Due 2047

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

   -- $282,000,000 Class A1J Senior Secured Floating Rate Notes
      Due 2047

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

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

   -- $120,000,000 Class A2 Senior Secured Floating Rate Notes
      Due 2047

      Prior Rating: Aa2
      Current Rating: A3 on review for possible downgrade

   -- $125,000,000 Class A3 Secured Deferrable Interest
      Floating Rate Notes Due 2047

      Prior Rating: A2
      Current Rating: Ba1 on review for possible downgrade

   -- $23,000,000 Class B1 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2047

      Prior Rating: Baa1
      Current Rating: Ba2 on review for possible downgrade

   -- $65,000,000 Class B2 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2047

      Prior Rating: Baa2 on review for possible downgrade
      Current Rating: Ba3 on review for possible downgrade

   -- $25,000,000 Class B3 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2047

      Prior Rating: Baa3 on review for possible downgrade
      Current Rating: B1 on review for possible downgrade

   -- $35,000,000 Class C1 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2047 and

      Prior Rating: Ba1 on review for possible downgrade
      Current Rating: Caa1 on review for possible downgrade

   -- $25,000,000 Class C2 Mezzanine Deferrable Interest
      Floating Rate Notes Due 2047.

      Prior Rating: Ba2 on review for possible downgrade
      Current Rating: Caa2 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.


FIDELITY NAT'L: Board Okays Lender Processing Services Spin-Off
---------------------------------------------------------------
Fidelity National Information Services, Inc.'s Board of
Directors has approved pursuing a plan to spin-off its Lender
Processing Services division into a separate publicly traded
company.

As currently contemplated, the company will contribute the
assets of lender division into a newly formed subsidiary (Newco)
in exchange for 100% of Newco common stock and approximately $1.6
billion of Newco debt securities.  Following receipt of necessary
Securities and Exchange Commission approvals and a tax-free ruling
from the Internal Revenue Service, FIS will distribute 100% of
Newco common stock to FIS shareholders in a tax-free spin off.  
Immediately following the spin-off, FIS will exchange the Newco
debt securities it owns for a like amount of existing FIS debt
through a debt-for-debt exchange that is tax-free to FIS.  FIS
would then retire the FIS debt that is exchanged for the Newco
debt securities.  Completion of the possible spin-off is expected
to occur in mid-2008.  Management and directors of FIS and Newco
have not yet been determined.

FIS' Transaction Processing Services business is a leading
global provider of core processing, e-payments, item processing
and card processing solutions to financial institutions.  On a
pro forma basis, including the recently acquired eFunds,
Transaction Processing Services generated revenue of
$3.3 billion over the last 12 months.  FIS' Lender Processing
Services business is the nation's leading provider of integrated
data, servicing and technology solutions to large-scale mortgage
lenders.  Lender processing services' end-to-end mortgage services
include origination, automated title and settlement, processing,
default, valuation, risk management, tax, flood and collateral
protection solutions.  More than 50 percent of mortgage loans in
the United States are processed using the lender division's
industry leading Mortgage Servicing Package.  Lender Processing
Services generated US$1.7 billion in revenue over the last 12
months.

"Transaction Processing Services and Lender Processing Services
each have strong competitive positions, robust organic growth
track records and excellent potential for future growth.
However, they are distinct and unique businesses that serve
different customers, operate in different markets, and attract
different investors," William P. Foley, II, executive chairman of
FIS, stated.  "We believe the proposed separation will
provide more company flexibility and dedicated management focus
with respect to product development, capital investment and
strategic initiatives, which should ultimately drive higher
value to our customers and shareholders."

FIS expects to file a ruling request with the IRS regarding the
tax-free nature of the lender division spin-off within
approximately 60 days and a preliminary Form 10 Registration
Statement with the SEC in the first quarter of 2008.  Completion
of the spin-off is contingent upon the satisfaction or waiver of a
variety of conditions, including final FIS Board of Directors
approval.

                     About Fidelity National

Based in Jacksonville, Florida, Fidelity National Information
Services, Inc. -- http://www.fidelityinfoservices.com/--   
provides core processing for financial institutions; card issuer
and transaction processing services; mortgage loan processing and
mortgage related information products; and outsourcing services to
financial institutions, retailers, mortgage lenders and real
estate professionals.  FIS has processing and technology
relationships with 35 of the top 50 global banks, including nine
of the top ten.  Nearly 50% of all US residential mortgages are
processed using FIS software.  FIS maintains a strong global
presence, serving over 7,800 financial institutions in more than
60 countries worldwide, including Brazil and Japan.

                       *     *     *

As reported in the Troubled Company Reporter on Oct. 30, 2007,
following Fidelity National Information Systems Inc.'s
announcement of a plan to split the company into two segments,
Fitch Ratings will reevaluate Fidelity's Issuer Default Rating and
debt ratings once further clarity is available on the final
capital structure and operating profile of each entity.

Fitch currently rates Fidelity as: IDR 'BB'; $900 million secured
revolving credit facility 'BB+'; $2.1 billion secured term loan A
'BB+'; $1.6 billion secured term loan B 'BB+'; and  4.75% senior
notes 'BB+'.  The Rating Outlook is Stable.


FIDELITY NATIONAL: Earns $245.3 Million in Third Quarter 2007
-------------------------------------------------------------
Fidelity National Information Services, Inc. reported financial
results for the third quarter of 2007.  Consolidated revenue
increased to $1.2 billion and net earnings totaled $245.3 million,
compared to last year's $1 billion consolidated revenue and
$78.5 million net earnings.

These results include after-tax gains of $159.4 million and after-
tax restructuring and other charges of $12.9 million.

FIS reported revenue growth of 10.4%, adjusted EBITDA growth of
14.4%.  These results include a partial month of eFunds
operations, which the company acquired on Sept. 12, 2007.

"FIS delivered another quarter of solid operating performance in a
challenging market," FIS Executive Chairman William P. Foley, II,
stated.

"The eFunds integration is off to a good start, and we remain
confident that the additional scale and product capabilities will
generate meaningful growth opportunities," FIS President and Chief
Executive Officer Lee A. Kennedy added.  "We are also confident
that we will achieve our targeted annualized run rate cost savings
of $65 million by the end of 2009.  Based on our preliminary
assessment, we expect eFunds to contribute approximately $0.05 to
$0.10 to diluted cash earnings per share in 2008."

Transaction Processing Services' adjusted EBITDA, which includes a
partial month of eFunds, increased 18.8% over the prior-year
quarter to $186.7 million.  The adjusted EBITDA margin was 25.9%,
which is a 170 basis point increase compared to prior year.

Lender Processing Services' adjusted EBITDA was $150.8 million, or
6.2% above the prior year quarter.  The adjusted EBITDA margin was
33.9%, compared to 32.4% in the second quarter of 2007, and 34.7%
in the third quarter of 2006.  The decline from the prior year
quarter is the result of strong growth in lower margin appraisal
volumes and reduced volumes in origination and tax services.

Corporate EBITDA, as adjusted, for the third quarter of 2007
totaled $18.3 million.  The $2.0 million decrease compared to the
prior year quarter is attributable to lower compensation and
benefit expense.  The effective tax rate was 37.0%.

                     About Fidelity National

Based in Jacksonville, Florida, Fidelity National Information
Services, Inc. -- http://www.fidelityinfoservices.com/--   
provides core processing for financial institutions; card issuer
and transaction processing services; mortgage loan processing and
mortgage related information products; and outsourcing services to
financial institutions, retailers, mortgage lenders and real
estate professionals.  FIS has processing and technology
relationships with 35 of the top 50 global banks, including nine
of the top ten.  Nearly 50% of all US residential mortgages are
processed using FIS software.  FIS maintains a strong global
presence, serving over 7,800 financial institutions in more than
60 countries worldwide, including Brazil and Japan.

                       *     *     *

As reported in the Troubled Company Reporter on Oct. 30, 2007,
following Fidelity National Information Systems Inc.'s
announcement of a plan to split the company into two segments,
Fitch Ratings will reevaluate Fidelity's Issuer Default Rating and
debt ratings once further clarity is available on the final
capital structure and operating profile of each entity.

Fitch currently rates Fidelity as: IDR 'BB'; $900 million secured
revolving credit facility 'BB+'; $2.1 billion secured term loan A
'BB+'; $1.6 billion secured term loan B 'BB+'; and  4.75% senior
notes 'BB+'.  The Rating Outlook is Stable.


FHC HEALTH: Moody's Holds B2 Corporate Family Rating
----------------------------------------------------
Moody's Investors Service confirmed the B2 corporate family rating
of FHC Health Systems Inc. and assigned ratings to its proposed
first and second lien credit facility.

These actions conclude Moody's formal review (direction
uncertain), which was initiated in July 2007 and prompted by the
loss of the Arizona contract, change in the company's corporate
governance, and equity infusion by Crestview Partners L.P.  The
ratings outlook is stable.

The confirmation of the B2 Corporate Family Rating reflects the
risk associated with the high concentration of its revenues with
several major contracts (accounting for about 50%) including
renewal risk as well as any adverse change in terms. The rating
also reflects concern regarding the volatility of the company's
operating cash flow, low operating margins, limited free cash
flow, and adequate near-term liquidity.

The company benefits from positive near term momentum in its
public health segment due to rate increases realized in existing
contracts and the addition of new contracts.  The expectation of
the company's continued leading position in the public health sub-
segment of the managed care health market and the maintenance of
diverse, well established contracts are also considered in the
rating.  Moody's anticipates benefits from the company's improved
corporate governance structure, guidance provided by the financial
sponsor, and more streamlined operations due to its focus as a
managed care operator.

The stable outlook reflects relatively modest financial leverage
and improving fundamentals as the company continues its exit from
the Arizona contract and stabilizes at a new run-rate.  The stable
outlook is sensitive to FHC's ability to lower, on a sustained
basis, the operating expenses and to improve margins.  However the
ratings could likely tolerate a slight increase in the medical
loss ratio over the intermediate term.  Moody's expects capital
spending to moderate as the company has already made significant
infrastructure investments in the past few years, including
expanding and upgrading its information and operating systems.

These ratings of FHC Health Systems were confirmed:

   -- Corporate Family Rating: B2
   -- Probability of Default Rating: B2

These ratings were assigned:

   -- $175 million proposed Senior Secured First Lien Term
      Loan, due 2013 - rated B1, LGD 3, 42%

   -- $85 million proposed Senior Secured Second Lien Term
      Loan, due 2013 - rated B3, LGD 4, 64%

These ratings were confirmed but will be withdrawn following the
completion of the transaction:

   -- $130 million Senior Secured Second Lien Term Loan, due
      2009 -- rated Ba3, LGD 2, 25%

   -- $100 million Senior Secured Third Lien Term Loan, due
      2010 -- rated B3, LGD 5, 75%

FHC Health Systems Inc., headquartered in Norfolk, Virginia, is
one of the leading behavioral managed care providers in the U.S.,
covering about 24 million lives.  The company's remaining
subsidiary, Value Options, provides services to the public sector,
employer groups, health plans and federal agencies. Annual
revenues are about $1 billion.


FORD CREDIT: Fitch Holds BB+ Rating on Class D Notes
----------------------------------------------------
Fitch Ratings affirmed these eight classes of Ford Credit Auto
Owner Trust 2006-C as part of its on going surveillance process:

   -- Class A-2a notes affirmed at 'AAA';
   -- Class A-2b notes affirmed at 'AAA';
   -- Class A-3 notes affirmed at 'AAA';
   -- Class A-4a notes affirmed at 'AAA';
   -- Class A-4b notes affirmed at 'AAA';
   -- Class B notes affirmed at 'A';
   -- Class C notes affirmed at 'BBB+';
   -- Class D notes affirmed at 'BB+'.

The class A-1 notes are paid in full. The affirmations are a
result of continued available credit enhancement in excess of
stressed remaining losses.  Current principal allocation and
expected future cashflows are also contributing factors.

The collateral continues to perform within Fitch's base case
expectations.  Currently, under the CE structure, the securities
can withstand stress scenarios consistent with the current rating
categories and still make full payments of interest and principal
in accordance with the terms of the documents.


FORD MOTOR: UAW Contract Negotiations Continue
----------------------------------------------
Debate between Ford Motor Company and the United Auto Workers
union on union-run trust financing recommenced at 9 a.m.,
Wednesday, after it broke off at 1 a.m. Wednesday morning
following high-level contract talks that began Tuesday morning,
Jui Chakravorty and Poornima Gupta of Reuters report citing a
source familiar with the matter.

Reuters' source says the union is also seeking a favorable deal on
UAW-represented U.S. plants that the company plans to close as
part of its turnaround plan announced last year.

UAW President Ron Gettelfinger joined the negotiations on Tuesday,
indicating that both parties are nearing a settlement, acccording
to various sources.

As reported in the Troubled Company Reporter on Oct. 30, 2007,
contract talks with Ford and the union speeded up after Chrysler
LLC ratified its four-year labor contract with the union on Oct.
27, 2007.  Ford and the UAW have reached a new set of terms for a
labor contract, cutting thousands of jobs under a buyout program.  
If Ford could bargain cost savings from the UAW under their new
contract, the carmaker is likely change its plans on closing six
plants and displacing workers.

                 Ford Family Controlling Stake

Resolved differences within the Ford family botched a proposed
sale of the family's 40% controlling stake in the company,
instigating heirs of founder Henry Ford to stop talks with
investment bankers, Francesco Guerrera in New York, John Reed in
London and Bernard Simon in Toronto of the Financial Times wrote
quoting people close to the situation.

                         About Ford

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in  
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region.
In Europe, the company maintains a presence in Sweden, and the
United Kingdom.  The company also distributes its brands in
various Latin American regions, including Argentina and Brazil.

                          *     *     *

As reported in the Troubled Company Reporter on July 30, 2007,
Moody's Investors Service said that the performance of Ford
Motor Company's global automotive operations for the second
quarter of 2007 was significantly stronger than the previous
year and better than street expectations.

However, Moody's explained that the company continues to face
significant competitive and financial challenges, and the rating
agency expects that Ford's credit metrics and rate of cash
consumption will likely remain consistent with no higher than a B3
corporate family rating level into 2008.

According to the rating agency, Ford's corporate family rating
is currently a B3 with a negative outlook.  The rating is
pressured by the shift in consumer preference from high margin
trucks and SUVs, and by the need for a new 2007 UAW contract
that provides meaningful relief from high health care costs and
burdensome work rules, Moody's relates.

In June 2007, S&P raised the Issue Rating on Ford's senior
secured credit facilities to B+ from B.


FURLONG SYNTHETIC: Moody's Cuts Rating on Class B Notes to Ba1
--------------------------------------------------------------
Moody's Investors Service placed these notes issued by Furlong
Synthetic ABS CDO 2006-1, Ltd. on review for possible downgrade:

Class Descriptions:

   -- $52,000,000 Class A1 Senior Secured Floating Rate Notes
      Due October 2046

      Prior Rating: Aaa
      Current Rating: Aaa, on review for possible downgrade

   -- $50,000,000 Class A2 Senior Secured Floating Rate Notes
      Due October 2046

      Prior Rating: Aa2
      Current Rating: Aa2, on review for possible downgrade

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

   -- $21,000,000 Class A3 Secured Deferrable Interest Floating
      Rate Notes Due October 2046

      Prior Rating: A2
      Current Rating: Baa1, on review for possible downgrade

   -- $19,500,000 Class B Mezzanine Secured Deferrable Interest
      Floating Rate Notes Due October 2046

      Prior Rating: Baa2
      Current Rating: Ba1, on review for possible downgrade

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


GEMSTONE CDO: Moody's Junks Ratings on Two Note Classes
-------------------------------------------------------
Moody's Investors Service placed these notes issued by Gemstone
CDO VI Ltd on review for possible downgrade:

Class Descriptions:

   -- $446,250,000 Class A-1 Floating Rate Notes Due August
      2046

      Prior Rating: Aaa
      Current Rating: Aaa (on review for possible downgrade)

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

   -- $78,750,000 Class A-2 Floating Rate Notes Due August
      2046

      Prior Rating: Aaa
      Current Rating: A3 (on review for possible downgrade)

   -- $66,500,000 Class B Floating Rate Notes Due August 2046

      Prior Rating: Aa2
      Current Rating: Baa3 (on review for possible downgrade)

   -- $26,000,000 Class C Floating Rate Deferrable Interest
      Notes Due August 2046

      Prior Rating: A2
      Current Rating: B1 (on review for possible downgrade)

   -- $35,250,000 Class D Floating Rate Deferrable Interest
      Notes Due August 2046

      Prior Rating: Baa2
      Current Rating: Caa1 (on review for possible downgrade)

   -- $10,500,000 Class E Floating Rate Deferrable Interest
      Notes August 2046

      Prior Rating: Ba2
      Current Rating: Ca

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


GENERAL MOTORS: Investing $73 Million in Shreveport Assembly Plant
------------------------------------------------------------------
General Motors confirmed that it will invest $73 million into its
Shreveport, Louisiana truck assembly plant to prepare the plant
for production of the all-new HUMMER H3T.

"GM's $73-million investment in Shreveport is further proof that
the community remains an important part of GM's manufacturing
plan," Troy Clarke, GM Group Vice President and GM North America
President, said.  "The H3T is unique for HUMMER because it is the
brand's first true pickup.  Like every HUMMER model, the H3T
delivers capabilities unparalleled in the marketplace and will
carve out a new niche in the truck market.  I'm happy to say that
the men and women of Shreveport will be a big part of this new
growth."

Cal Rapson, UAW vice president and director of the GM Department,
also voiced strong support for the project.

"This investment is a testament to the members of UAW Local 2166
for their hard work and commitment to build high quality
products," Mr. Rapson said.  "UAW members at the Shreveport plant
are an important part of the team that is bringing this exciting
new GM vehicle to the market."

Larger than a midsize truck, smaller than a full-size, the H3T
delivers attitude, versatility and capability. And more important,
with a fully functional truck bed and one of the industry's
broadest range of personalization accessories, the H3T provides a
new level of lifestyle functionality to the HUMMER portfolio and
will draw new customers into the brand.  The H3T is scheduled to
arrive in dealerships by third quarter 2008.

"I am delighted that GM has once again chosen to increase
investments in Louisiana by expanding operations in Shreveport,"
Governor Blanco said.  "Louisiana looks to partner with companies
interested in doing business in our state who will not only
positively impact the region's economy with their activity, but
will also provide quality jobs with good benefits to our workers.  
Thank you for helping us move Louisiana forward."

In the last several years, GM has invested approximately
$1.5 billion in the Shreveport facility.  This investment along
with the plant's annual payroll of $160 million and annual taxes
of $4.5 million, demonstrates that GM will continue to be an
economic force in the local community and state of Louisiana for
years to come.

Shreveport Assembly has built trucks since 1981, beginning with
the Chevy S-10.  The plant presently produces the HUMMER H3 and
Chevy Colorado and GMC Canyon mid-size pickup trucks.  Shreveport
Assembly employs approximately 2,100 employees.

                      About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 280,000 people around the world and manufactures cars and
trucks in 33 countries, including the United Kingdom, Germany,
France, Russia, Brazil and India.  In 2006, nearly 9.1 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn and Vauxhall.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with positive implications, where
they were placed Sept. 26, 2007, following agreement on the new
labor contract.  The outlook is stable.


GRANT PRIDECO: Selling Three Biz Units to Vallourec for $800 Mil.
-----------------------------------------------------------------
Grant Prideco Inc. has entered into a definitive agreement with
Vallourec S.A. to sell three of the four business units within its
Tubular Technologies and Services segment for $800 million.

The business units included in the sale are Atlas Bradford Premium
Threading & Services, TCA, and Tube-Alloy, which had combined
revenues of $229 million for the twelve-month period ended Sept.
30, 2007.
    
"With the recent consolidation in the OCTG marketplace, this
transaction represents an opportunity to combine the company's
leading tubular services businesses with a world-class tubular
mill," Michael McShane, chairman, president, and CEO, commented.  
"The benefits of this combination have resulted in an attractive
selling price for Grant Prideco."
    
The sale does not include the XL Systems business unit, which is
also included in the TTS segment.  The businesses sold represented
$40.4 million, or 73% of TTS's year-to-date operating income as
reported in the company's recent earnings release.   Subject to
regulatory approvals, the company expects the transaction to close
the latter part of 2007 or early 2008.

Credit Suisse is acting as financial advisor to Grant Prideco.

                  About Grant Prideco

Headquartered in Houston, Texas, Grant Prideco Inc. (NYSE: GRP) --
http://www.grantprideco.com/-- is into drill stem   technology  
development and drill pipe manufacturing, sales and
service.  The company is a manufacturing, selling and servicing
drill bit and specialty tools and provides engineered connections
and tubular products and services.

                       *     *     *

Moody's Investor Service placed Grant Prideco Inc.'s corporate
family, senior unsecured debt, and probability of default ratings
at 'Ba1' in June 2006.  The ratings still hold to date with a
stable outlook.


GSV-2 RESORT: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: G.S.V.-2 Resort Developers, L.L.C.
        P.O. Box 1318
        Palm Desert, CA 92261

Bankruptcy Case No.: 07-16938

Chapter 11 Petition Date: October 30, 2007

Court: Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: J. Rudy Freeman, Esq.
                  Pachulski, Stang, Ziehl & Jones, L.L.P.
                  10100 Santa Monica Boulevard, 11th Floor
                  Los Angeles, CA 90067
                  Tel: (310) 277-6910
                  Fax: (310) 201-0760

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

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


HALCYON SECURITIZED: Moody's Junks Rating on $4MM Class E Notes
---------------------------------------------------------------
Moody's Investors Service placed these notes issued by Halcyon
Securitized Products Investors ABS CDO I Ltd. on review for
possible downgrade:

Class Description:

   -- $236,400,000 Class A-1 Senior Secured Floating Rate Notes
      Due 2050

      Prior Rating: Aaa
      Current Rating: Aaa, on review for possible downgrade

   -- $76,000,000 Class A-2 Senior Secured Floating Rate Notes
      Due 2050

      Prior Rating: Aaa
      Current Rating: Aaa, on review for possible downgrade

   -- $28,400,000 Class B Senior Secured Floating Rate Notes
      Due 2050

      Prior Rating: Aa2
      Current Rating: Aa2, on review for possible downgrade

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

   -- $19,600,000 Class C Senior Secured Deferrable Interest
      Floating Rate Notes Due 2050

      Prior Rating: A2
      Current Rating: Baa2, on review for possible downgrade

   -- $19,600,000 Class D Senior Secured Deferrable Interest
      Floating Rate Notes Due 2050

      Prior Rating: Baa2
      Current Rating: Ba2, on review for possible downgrade

   -- $4,000,000 Class E Senior Secured Deferrable Interest
      Floating Rate Notes Due 2050

      Prior Rating: Ba1
      Current Rating: Caa1, 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.


HALO TECHNOLOGY: U.S. Trustee Amends Creditors Panel Membership
---------------------------------------------------------------
The U.S. Trustee for Region 2 amends the membership of the
Official Committee of Unsecured Creditors in the Chapter 11 cases
of Halo Technology Holdings Inc. and its debtor-affiliates.

The Creditors Committee is now composed of:

    1. Bowne of New York City LLC  
       Salvatore Astuto, Credit Manager
       55 Water Street  
       New York, NY 10041
       Tel: (212) 658-5452
       Fax: (212) 658-5496

    2. RR Donnelley Receivables Inc.
       Daniel Pevonka, Senior Credit Manager
       3075 Highland Parkway
       Downers Grove, IL 60515
       Tel: (630) 322-6931
       Fax: (630) 322-6052

    3. Unify Corporation
       Todd Wille, CEO
       2101 Arena Boulevard, Suite 100
       Sacramento, CA   95834
       Tel: (916) 928-6400
       Fax: (916) 928-6408

    4. Mahoney Cohen & Co.
       Jeffrey T. Sutton, Director, Corporate Recovery Services
       1065 Avenue of the Americas
       New York, NY 10018
       Tel: (212) 790-5732
       Fax: (212) 790-5909

    5. Montgomery & Co. LLC
       Kevin P. Higgins, CFO
       Suite 400, 100 Wilshire Boulevard
       Santa Monica, CA 90401
       Tel: (310) 260-6006
       Fax: (310) 260-6095

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

                      About Halo Technology

Greenwich, Connecticut-based Halo Technology Holdings Inc. fka
Warp Technology Holdings Inc. -- http://www.haloholdings.com/--
is a holding company whose subsidiaries operate enterprise
software and information technology businesses.  The company and
its affiliates filed for chapter 11 protection on Aug. 20, 2007
(Bankr. D. Conn. Lead Case No. 07-50480).  Lawyers at Zeisler &
Zeisler P.C. serve as the Debtors' counsel.  The Official
Committee of Unsecured Creditors selected the firm Pepe & Hazard
LLP as its bankruptcy counsel.  At March 31, 2007, the company
reported total assets of $47,344,373 and total liabilities of
$45,494,297.


HALO TECH: Court Okays Pepe & Hazard as Committee's Bankr. Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Halo Technology
Holdings Inc. and its debtor-affiliates obtained permission from
the U.S. Bankruptcy Court for the District of Connecticut to
employ Pepe & Hazard LLP as its bankruptcy counsel.

As the Committee's counsel, Pepe & Hazard is expected to:

    a. participate in certain meetings of the Committee;

    b. meet with representative of the Debtors and the Debtors'
       professionals;

    c. advise the Committee regarding proceedings in the Court;

    d. prepare and file certain pleadings and participate in
       hearings in the Court;

    e. monitor the Debtors' activities;

    f. assist the Committee in maximizing the value to be
       realized for the unsecured creditors from the Debtors'
       assets, by sale or otherwise;

    g. assist the Committee in the formulation and negotiation
       of a Chapter 11 plan and advise creditors of the
       Committee's recommendation with respect to any plan; and

    h. prosecute all possible causes of action.

The Committee tells the Court that Kristin B. Mayhew, Esq., a
partner at the firm, will bill $360 per hour for this engagement.  
James C. Graham, Esq., also a partner, will bill $430 per hour.

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

The firm's attorneys can be reached at:

     Kristin B. Mayhew, Esq.
     James C. Graham, Esq.
     Pepe & Hazard LLP
     30 Jelliff Lane
     Southport, CT 06890
     Tel: (203) 319-4022
     Fax: (203) 319-4034
     http://www.pepehazard.com/  

                     About Halo Technology

Greenwich, Connecticut-based Halo Technology Holdings Inc. fka
Warp Technology Holdings Inc. -- http://www.haloholdings.com/--  
is a holding company whose subsidiaries operate enterprise
software and information technology businesses.  The company and
its affiliates filed for chapter 11 protection on Aug. 20, 2007
(Bankr. D. Conn. Lead Case No. 07-50480).  Lawyers at Zeisler &
Zeisler P.C. serve as the Debtors' counsel.  The Official
Committee of Unsecured Creditors selected the firm Pepe & Hazard
LLP as its bankruptcy counsel.  At March 31, 2007, the company
reported total assets of $47,344,373 and total liabilities of
$45,494,297.


HALO TECHNOLOGY: Committee Taps Weiser LLP as Financial Advisor
---------------------------------------------------------------
The Official Commitee of Unsecured Creditors in Halo Technology
Holdings Inc. and its debtor-affiliates' Chapter 11 cases seeks
permission from the U.S. Bankruptcy Court for the District of
Connecticut to employ Weiser LLP as its accountant and financial
advisor.

The Committee believes Weiser LLP has sufficient expertise and
experience with the accounting practice in insolvency matters, and
will:

   a) analyze the Debtors' financial operations from the
      petition date;

   b) analyze the Debtors' financial operations prior to the
      petition date;

   c) analyze and advise the Committee and its counsel in the
      development, evaluation and documentation of the
      financial aspects of any plan of reorganization or plan
      of liquidation proposed by the Debtors, or developed by
      the Committee, including developing, structuring and
      negotiating the terms and conditions of such plan and the
      consideration for the unsecured creditors, and prepare
      and submit reports to the members of the committee to aid
      them in evaluating the same;

   d) analyze and assess the Debtors' business operation,
      proposed business plan including compensation, retention
      and severance plans, assumptions/rejection of leases and
      executory contracts, proposed DIP financing agreements,
      proposed assets sale and sale procedures and verification of
      the physical inventory of merchandise, supplies and
      equipment and other material assets and liabilities;

   e) assist the Committee in its analysis of financial
      information including schedules of assets and liabilities,
      statement of financial affairs, monthly statements of
      operations;

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

   g) evaluate the Debtors' cash management system and
      scrutinize cash disbursements for the period subsequent
      to the petition date;

   h) analyze transactions with insiders, related and/or
      affiliated companies;

   i) analyze transactions with Debtors' lenders;
  
   j) render expert testimony;

   k) attend meetings of creditors and confer with representatives
      of the creditor group, their counsel and representatives of
      the Debtors;

   l) analyze the Debtors' books and records of potential
      preferences, fraudulent conveyances and other potential
      prepetition investigations;

   m) prepare business valuations of the Debtor on a going
      concern basis; and

   n) perform other services that may be requested by the
      Committee.

James Horgan, a partner at the Business Advisory and Recovery
Services group of Weiser LLP, tells the Court that the firm's
professional rates are:

      Designation                   Hourly Rate
      -----------                   -----------
      James Horgan                      $395

      Partners/Principals           $350 - $540
      Directors/Senior Managers     $280 - $350
      Assistants to Managers        $125 - $300
      Paraprofessionals              $70 - $125

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

                      About Halo Technology

Greenwich, Connecticut-based Halo Technology Holdings Inc. fka
Warp Technology Holdings Inc. -- http://www.haloholdings.com/--
is a holding company whose subsidiaries operate enterprise
software and information technology businesses.  The company and
its affiliates filed for chapter 11 protection on Aug. 20, 2007
(Bankr. D. Conn. Lead Case No. 07-50480).  Lawyers at Zeisler &
Zeisler P.C. serve as the Debtors' counsel.  The Official
Committee of Unsecured Creditors selected the firm Pepe & Hazard
LLP as its bankruptcy counsel.  At March 31, 2007, the company
reported total assets of $47,344,373 and total liabilities of
$45,494,297.


HAMILTON GARDENS: Moody's Lowers Ratings on Two Notes to Low-B
--------------------------------------------------------------
Moody's Investors Service placed these notes issued by Hamilton
Gardens CDO Ltd. on review for possible downgrade:

Class Descriptions:

   -- $54,250,000 Class A-2 Floating Rate Notes Due 2046

      Prior Rating: Aaa
      Current Rating: Aaa, on review for possible downgrade

   -- $56,500,000 Class B Floating Rate Notes Due 2046

      Prior Rating: Aa2
      Current Rating: Aa2, on review for possible downgrade

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

   -- $25,000,000 Class C Deferrable Floating Rate Notes Due
      2046

      Prior Rating: A2
      Current Rating: Ba1, on review for possible downgrade

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

   -- $27,500,000 Class D Deferrable Floating Rate Notes Due
      2046

      Prior Rating: Baa3
      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 subrpime
RMBS securities.


HAWAIIAN AIRLINES: Awarded $80 Million in Damages Against Mesa
--------------------------------------------------------------
The U.S. Bankruptcy Court District of Hawaii has ruled in favor
of Hawaiian Airlines in its lawsuit against Mesa Air Group (Case
No. 03-00817), awarding Hawaiian $80 million in damages and
ordering Mesa to pay Hawaiian's costs of litigation and reasonable
attorneys' fees.

Mark Dunkerley, Hawaiian's president and CEO, said, "[The] ruling
is a triumph for fair competition and ethics over dishonesty and
illegal behavior.  Nobody benefits when a company like Mesa
misuses confidential information to gain an unfair competitive
advantage, then lies about it and destroys evidence."

Mr. Dunkerley added that evidence presented at trial confirmed a
Mesa strategy to reduce competition in the marketplace.  "Mesa
pretends that they are in Hawaii to help the consumer.  As the
evidence in this trial showed, the reality is that Mesa's intent
was to drive local competition out of business and raise fares.
We are pleased that the Court laid out the facts for all to see."

"We would especially like to thank our customers, who have stayed
loyal to Hawaiian Airlines throughout this difficult period.  Our
battle is not over but today is an important step in the right
direction," Mr. Dunkerley commented after the ruling was handed.

The court's decision followed two weeks of court proceedings from
September 25 through October 4, including witness testimony and
presentation of evidence.  In a pre-trial hearing, the court made
findings that:

   (1) Mesa kept confidential information it was supposed to
       destroy or return to Hawaiian in accordance with a
       signed confidentiality agreement;

   (2) Mesa misused the information it kept; and

   (3) the information Mesa kept was a substantial factor in
       the company's decision to enter the Hawaii market.

The $80 million in damages was awarded to compensate Hawaiian for
damages it suffered through October 2007.  The court did not award
damages for any injury Hawaiian may sustain in the future as a
result of Mesa's misconduct.  Hawaiian intends to study the
opinions handed down and applicable law to determinate what steps
it can take to recover damages it may suffer in subsequent
periods.

                     About Hawaiian Airlines

Hawaiian Airlines, Inc. -- http://www.hawaiianair.com/-- a  
subsidiary of Hawaiian Holdings Inc. (Amex: HA), provides
passenger air service between the U.S. mainland and Hawaii.  The
company also offers service to Australia, American Samoa and
Tahiti.  The company filed a voluntary petition for reorganization
under Chapter 11 of the United States Bankruptcy Code in the U.S.
Bankruptcy Court for the District of Hawaii (Case No. 03-00827) on
March 21, 2003.  Joshua Gotbaum served as the chapter 11 trustee
for Hawaiian Airlines,
Inc.  Mr. Gotbaum was represented by Tom E. Roesser, Esq., and
Katherine G. Leonard, Esq., at Carlsmith Ball LLP and Bruce
Bennett, Esq., Sidney P. Levinson, Esq., Joshua D. Morse, Esq.,
and John L. Jones, II, Esq., at Hennigan, Bennett & Dorman LLP.  
The Bankruptcy Court confirmed the Chapter 11 Trustee's Plan of
Reorganization on March 10, 2005.  The Plan took effect on June 2,
2005.


HEALTHTRONICS INC: Moody's Holds B1 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family Rating
and the B1 rating on the $50 million senior secured revolving
credit facility of HealthTronics Inc.  The outlook remains
negative.

Moody's affirmed these ratings:

   -- $50 million senior secured revolving credit facility, at
      Ba3 (LGD2, 27%);

   -- Corporate Family Rating, at B1;

   -- Probability of Default Rating, at B2;

The ratings outlook is negative.

The Corporate Family Rating of B1 primarily reflects the company's
nominal free cash flow and modestly declining lithotripsy volumes,
factors that are mitigated by the lack of corporate level debt on
the company's balance sheet.

The corporate family rating continues to be constrained by the
company's small size, its still short operating history post-
merger, and the reliance on acquisitions to support future growth,
given that lithotripsy pricing and volumes are constrained.  The
risks inherent in commercializing new products and therapies also
continue to constrain the ratings. Additional limitations on the
ratings are imposed by the technology risk inherent in the
company's business, potential liability issues and possible
changes in the regulatory environment.

Factors providing positive support to the ratings include:

   i. the company leading market share as the #1 provider of
      lithotripsy services;

  ii. the company's stable, broad-based provider network of
      roughly 3,000 urologists, representing coverage of
      about one-third of the total urologists in the U.S.;

iii. its strong EBITDA margins in excess of 40% (before
      minority interest) and

  iv. its favorable payor mix, with only 20% of revenues
      derived from government programs.

The rating outlook remains negative, reflecting the challenge to
revenue growth presented by the company's lithotripsy business,
which accounts for 87% of the company's revenue stream.  The
outlook also encompasses the risk that the company's investment in
radiation therapy could drain cash balances without an offsetting
improvement in cash flows in 2008 and beyond.

HealthTronics Inc. provides lithotripsy services through
partnerships with urology physicians and it manufacturers a line
of specialty medical devices primarily for the urologic industry.  
For the twelve months ended June 30, 2007, the company generated
revenues of about $138 million.


HEMOSOL CORP: Court Extends CCAA Protection Until November 30
-------------------------------------------------------------
PricewaterhouseCoopers Inc. in its capacity as interim receiver of
the assets, property and undertaking of Hemosol Corp. and its
affiliate Hemosol LP disclosed that the Ontario Superior Court of
Justice granted a further extension of the stay of proceedings
against Hemosol.  The current Companies' Creditors Arrangement Act
stay of proceedings will now expire on Nov. 30, 2007.  The further
extension is necessary to allow the Receiver to determine whether
a restructuring of the Hemosol corporate shell can be achieved.

Headquartered in Ontario, Canada, Hemosol Corp. (NASDAQ: HMSLQ,
TSX: HML) -- http://www.hemosol.com/-- is an integrated  
biopharmaceutical developer and manufacturer of biologics,
particularly blood-related protein based therapeutics.  
Information on Hemosol's restructuring is available at
http://www.pwc.com/ca/eng/about/svcs/brs/hemosol.html/  

Hemosol Corp. and Hemosol LP filed a Notice of Intention to Make a
Proposal Pursuant to Section 50.4 (1) of the Bankruptcy and
Insolvency Act on Nov. 24, 2005.  The company had defaulted in the
payment of interest under its $20 million credit facility.  
Hemosol said that it would require additional capital to continue
as a going concern and is in discussions with its secured
creditors with respect to its current financial position.  On Dec.
5, 2005, PricewaterhouseCoopers Inc. was appointed interim
receiver of the companies.


HICKORY TREE: Case Summary & Four Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Hickory Tree Apartment Homes, LLC
        734 Ordnance Drive
        Church Hill, TN 37642

Bankruptcy Case No.: 07-51560

Type of Business: The Debtor operates an apartment complex.

Chapter 11 Petition Date: October 31, 2007

Court: Eastern District of Tennessee (Greeneville)

Debtor's Counsel: Mark S. Dessauer, Esq.
                  Hunter, Smith & Davis
                  1212 North Eastman Road
                  P.O. Box 3740
                  Kingsport, TN 37664
                  Tel: (423) 378-8840
                  Fax: (423) 378-8801

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's list of its Four Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Rodger D. Stewart, Jr.           Loan                    $719,441
Deanna L. Stewart,
Kevin S. Stewart,
Tonya S. Stewart,
Timothy Stewart
214 Reno Street
Rogersville, TN 37857

William E. Philips, Esq.         Substitute Trustee            $0
210 East Main Street             on Deed of Trust
Rogersville, TN 37857
Tel: (423) 272-7633

The Citzens Bank of              Lien Holder                   $0
East Tennessee
P.O. Box 550
Rogersville, TN 37857
Tel: (423) 357-2200

Thomas Peters, Esq.              Attorney's Fees          Unknown
127 Broad Street
Kingsport, TN 37662
Tel: (423) 245-2151


HIGDON FURNITURE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Higdon Furniture Company
        P.O. Box 1739
        Quincy, FL 32353

Bankruptcy Case No.: 07-40562

Chapter 11 Petition Date: October 31, 2007

Court: Northern District of Florida (Tallahassee)

Debtor's Counsel: C. Edwin Rude, Jr., Esq.
                  211 East Call Street
                  Tallahassee, FL 32301-7607
                  Tel: (850) 222-2311
                  Fax: (850) 222-2120

Estimated Assets: $0 to $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

        Entity                              Claim Amount
        ------                              ------------
        Capital City Bank                     $3,795,400
        P.O. Box 0517
        Tallahassee, FL 32302

        High Point Building Partnership       $1,843,106
        P.O Box 1739
        Quincy, FL 32353
   
        Alter Moneta Corporation                $766,769
        P.O. Box 0517
        Buffalo, NY 14240-0517

        Joseph Higdon, Jr.                      $590,262

        Warren Higdon                           $191,000

        Marie Middlemas (Trusts)                $160,000

        Ralph Higdon                            $120,000

        Pennsylvania Lumbers Mutal              $111,626

        Larry Higdon                             $66,061

        J. Smith Lanier                          $53,880

        Tupelo Furniture Market Inc.             $47,660

        Langboard, Inc.                          $35,523

        Florida Plywood                          $31,630

        Capital Health                           $31,180

        Kaba Ilco                                $29,577

        Johnson-Higdon Nurseries                 $28,680

        Crown Life Insurance                     $28,139

        First Insurance Funding Corp.            $22,181

        DNP America LLC                          $19,343

        Sierrapine Pine Ltd.                     $17,776


HYDRO SPA: U.S. Trustee Wants Chapter 11 Trustee Appointed
----------------------------------------------------------
Donald F. Walton, the Acting U.S. Trustee for Region 21, asks the
U.S. Bankruptcy Court for the Middle District of Florida to
appoint a Chapter 11 Trustee in Hydro Spa Parts and Accessories,
Inc.'s bankruptcy case, or alternatively, convert the bankruptcy
case into a Chapter 7 liquidation proceeding.

The U.S. Trustee's reason for appointment of a Chapter 11 trustee
or conversion of the Debtor's case basically revolves on the
Debtor's issue of insider trading during the process of
insolvency, and consequently, gross mismanagement.

                      Trustee's Allegations

The Debtor's shareholders are three trusts of Charles
Wiley, Robert Wiley and Brian Wiley.  The Wileys' asserted secured
claims based on security agreements and promissory notes, executed
in their capacity as the Debtor's officers and lenders.

The Wileys contend that they entered into a lending relationship
with the Debtor to pay off a $6 million loan owned to Fifth Third
Bank, which the Wileys guaranteed.  The security agreements,
promissory notes, and UCC-1 documents were prepared by Debtor's
counsel, Gray Robinson, P.A.

In August 2007, immediately prior to the bankruptcy filing, the
Wileys' called their note due from Debtor although the Debtor has
sufficient funds to make the regular on going payments pursuant to
the promissory notes.  The Wileys paid themselves more than
$3 million within 60 days of the bankruptcy filing after calling
the notes due in their capacity as lenders.  There payments were
noted as interest expense, notes payable and director fees in the
accounts payable records.

The Trustee relates that the Debtor apparently triggered a default
with its insider landlord, Wiley Properties, Inc. -- the company
that is controlled by Wesley James Wiley -- by failing to pay one
month's rent when the Debtor had sufficient funds to make the rent
payment.  "This act has the effect of devaluing the going concern
value of the company," said the Trustee.  "The Wileys breached
their fiduciary duty to the bankruptcy estate and have not acted
in the best interest of the estate or the Debtor."

The transactions that the Debtor's counsel referenced are the same
transactions where Debtor's counsel assisted in the preparation of
the security agreements.  The U.S. Trustee asserts that the
situation puts the Debtor's officers in a potentially conflicting
position as fiduciary of the bankruptcy estate and impairs their
ability to objectively evaluate all of the creditors' claims in
the bankruptcy.

"Transfer of assets to or payment of funds for the benefit of
insiders, when the debtor is insolvent suggests gross
mismanagement, and constitutes further grounds for conversion to
Chapter 7 or the appointment of a Chapter 11 Trustee," the Trustee
reminds the Court.

Because of the relationship of the insiders with the Debtor, it is
unlikely that insider transfers will be pursued, creating a
conflict of interest.  The Trustee argues that an independent
Chapter 11 trustee should be appointed to investigate and pursue
any all causes of actions.

The Debtor has provided the U.S. Trustee with a number of
insurance policies and proof of closing pre-bankruptcy filing
accounts.  The Debtor, the Wileys, and their respective counsel
have failed to turn over all documents that the U.S. Trustee has
reasonably requested regarding payment of the Fifth Third Bank
loan payoff and the source of the funds used to pay off the
FifthThird Bank loan.  "The Debtor, under present management," the
Trustee contends, "is incurring a continuing loss and diminution
in the value of the estate."

                        Debtor's Objection

The Debtor reminds the Court that its core business operations
continue to be viable, and its going concern value continues to be
viable as well.  The industry in which the Debtor operates is
extremely small, and its management believes it has marketed the
same such that it will produce a reasonable bid for its assets.

As a result, the Debtor had asked the Court to establish bidding
procedures for the auction and sale of its assets.  The Debtor's
request was challenged by the Official Committee of Unsecured
Creditors, resulting in the loss of approximately 10 days of
marketing and a deferral of the auction by one week.

Just after a consensus was reached by the parties, the U.S.
Trustee requested the Court to convert the Debtor's case or
appoint a Chapter 7 trustee.

The Debtor explains that the timing of the U.S. Trustee's request
could potentially chill the bidding scheduled on Nov. 9, 2007, as
potential bidders wait to see if they can purchase the assets in a
liquidation, rather than as a going concern on the sale date.

In light of the same, the Debtor believes that emergency
consideration is needed with respect to the Trustee's motion.

                          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.

The Debtor has filed a Chapter 11 Plan of Reorganization and
Disclosure Statement on Oct. 17, 2007.


INNOVATIVE DESIGNS: Judge Dismisses Bankruptcy Case
---------------------------------------------------
The Honorable M. Bruce McCullough, Chief Judge of the United
States Bankruptcy Court for the Western District of Pennsylvania,
approved and executed, on Oct. 30, 2007, the Stipulated Order of
Dismissal filed on Oct. 26, 2007, officially dismissing the
Innovative Designs, Inc. bankruptcy case.

As reported in the Troubled Company Reporter on Sept. 28, 2007,
the counsel for Innovative Designs Inc. filed on Sept. 24, 2007, a
motion to dismiss the bankruptcy case pending in the United States
Bankruptcy Court for the Western District of Pennsylvania, case
number 06-23921-MBM.

The motion noted that Eliotex SRL and Elio D. Cattan and all of
the petitioning creditors, who either initiated or joined the
involuntary petition, averred claims arising out of the default
arbitration award entered against IDI in Italy and subsequently
reduced to judgment in the United States.

IDI wished to thank its attorneys, employees, suppliers, sales
representatives, shareholders and customers who remained loyal
during these trying times, and looks forward to a bright future
free of any further legal entanglements.

"We can now fully focus on the successes that lie ahead," CEO
Joseph Riccelli said.  "Everyone involved in the company has
endured through some trying times.  Our judicial system was able
to disseminate fact from fiction and we have prevailed."

Headquartered in Bradenton, Florida, Innovative Designs Inc.
(OTCBB: IVDNQ) -- http://www.idigear.com/-- manufactures the   
Arctic Armor(TM) Line, hunting apparel, swimwear, wind shirts,
jackets, sleeping bags, and the multi-function "All in One" under
the "i.d.i.gear" label featuring INSULTEX(TM).  


IRON MOUNTAIN: To Acquire Stratify for $158 Million Cash
--------------------------------------------------------
Iron Mountain Incorporated has signed a definitive agreement to
acquire Stratify Inc. for approximately $158 million in cash.

With this acquisition, Iron Mountain augments its eDiscovery
services, providing businesses with a complete, end-to-end
Discovery Services solution that manages paper and digital
information for discovery and data investigations, compliance and
associated records management, and litigation matters.
    
"With increased litigation and regulatory investigations,
businesses are facing significant pains associated with the
growing cost and complexity of discovery across tremendous volumes
of discoverable information," said John Clancy, president of Iron
Mountain Digital, the technology arm of Iron Mountain.  "In order
to help meet our customers' needs in this area, we began an
exhaustive search for the leading provider of electronic discovery
and investigation services.  We formed a partnership with Stratify
that has since evolved into a natural extension of the Iron
Mountain Digital portfolio."
    
"Stratify provides the most intuitive, advanced and efficient
electronic discovery and data investigation services on the
market today," Mr. Clancy continued.  "By combining Stratify's
advanced electronic discovery and investigation capabilities with
Iron Mountain's data protection and records management solutions,
we're providing our customers with the ability to meet their
discovery requirements better, faster and more cost-effectively."
    
As the risks and volume of litigation and regulatory
investigations continue to grow, so do the complexities associated
with managing the exponential growth of information. In acquiring
Stratify, Iron Mountain expands its core data protection and
management capabilities by integrating Stratify's service
offerings that address discovery issues for both paper and digital
records.  

The acquisition enables Iron Mountain to help businesses minimize
the risks of eDiscovery by simplifying the electronic discovery
process to facilitate a secure chain of custody, increasing the
accuracy and consistency of review, and enabling attorneys to
identify and protect privileged documents during review.
    
"The electronic discovery process puts a tremendous strain on
organizations, particularly for legal, compliance and IT
departments, due to the huge volumes of information that must be
searched and the demanding deadlines of the legal system," Brian
Babineau, senior analyst of Enterprise Strategy Group, noted.  
"This acquisition is a logical step for Iron Mountain, a service
provider already known for cost-efficient information
storage and management solutions."

"Our research shows that nearly 40% of North American corporate
counsels expect electronic discovery spending to remain flat next
year," Mr. Babineau continued.  "The only way this is feasible is
for organizations to work with partners like Iron Mountain that
provide a single point of control that increases the speed at
which data is retrieved, restored, organized, indexed and ready
for review."
    
As a division of Iron Mountain Digital, Stratify will provide its
electronic discovery services and software to AmLaw 200, Fortune
500 and other firms for investigative, regulatory and
litigation matters, augmented by Iron Mountain's scale and
distribution.  

In addition, Iron Mountain customers will now be able to maximize
their investment in Iron Mountain Digital's storage and data
protection solutions by leveraging the capabilities of Stratify's
solution integrated as a value-added service.
    
The Stratify Legal Discovery service provides attorneys a single
review application for scanned paper and native electronic
documents, securely managing documents through the entire
discovery lifecycle.

Stratify's complete feature support for European and complex,
multi-byte languages such as Chinese, Japanese and Korean removes
all barriers to in-depth eDiscovery for corporations active in the
expanding economy.
    
"Joining the Iron Mountain Digital family represents the next
evolutionary development for Stratify's electronic discovery and
information management solutions and business," Ramana Venkata,
CEO and founder of Stratify, said.  

"Integrating our advanced electronic discovery and data
investigation capabilities with the industry leading data
protection and records management provider is critically important
to cater to the critical needs of customers who face increasing
regulatory and legal discovery obligations and rapidly rising
costs," Mr. Venkata added.

"With Stratify, Iron Mountain is now the only company that can
collect, protect and store an organization's information,
consolidate matter- specific information from external parties,
and deliver high-productivity results through people, process and
unique underlying technology to handle investigations and
discovery requirements quickly and cost-effectively," stated Mr.
Venkata.
    
The acquisition is subject to regulatory review and customary
closing conditions and is expected to close by the end of the
year.

                      About Stratify Inc.
    
Headquartered in Mountain View, California, Stratify Inc. --
http://www.stratify.com/-- is one of the electronic discovery  
solution providers and serves many of the AmLaw 200 and Fortune
500 corporations.  Founded in September 1999, Stratify is a
privately held company that has received funding from Mobius
Venture Capital and In-Q-Tel, the strategic investment firm of the
U.S. Intelligence Community.
   
                      About Iron Mountain
    
Based in Boston, Massachusetts, Iron Mountain Incorporated
(NYSE:IRM) - http://www.ironmountain.com/-- is an international  
provider of information storage and protection related services.  
The company offers comprehensive records management and data
protection solutions, along with the expertise to address complex
information challenges such as rising storage costs, litigation,
regulatory compliance and disaster recovery.  Founded in 1951,
Iron Mountain has more than 90,000 corporate clients throughout
North America, Europe, Latin America, and Asia Pacific.  

                          *     *     *

Moody's Investor Service placed Iron Mountain Inc.'s probability
of default rating at 'B2' in September 2006.  The rating still
holds to date with a stable outlook.


ISCHUS MEZZ: Moody's Junks Rating on $7 Mil. Class E Notes
----------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the following classes of Notes issued by Ischus Mezzanine CDO III
Ltd.:

Class Descriptions:

   -- $396,000,000 Class A-1 First Priority Senior Secured
      Floating Rate Notes Due 2046;

      Prior Rating: Aaa
      Current Rating: Aaa, on review for possible downgrade

   -- $68,000,000 Class A-2 Second Priority Senior Secured
      Floating Rate Notes Due 2046;

      Prior Rating: Aaa
      Current Rating: Aaa, on review for possible downgrade

   -- $62,000,000 Class B-1 Third Priority Senior Secured
      Floating Rate Notes Due 2046;

      Prior Rating: Aa2
      Current Rating: Aa2, on review for possible downgrade

   -- $10,000,000 Class B-2 Fourth Priority Senior Secured
      Floating Rate Notes Due 2046;

      Prior Rating: Aa3
      Current Rating: Aa3, on review for possible downgrade

In addition Moody's announced that it has placed on review for
possible downgrade and downgraded these classes of Notes:

   -- $19,000,000 Class C Fifth Priority Senior Secured
      Deferrable Floating Rate Notes Due 2046;

      Prior Rating: A2
      Current Rating: Baa3, on review for possible downgrade

   -- $20,000,000 Class D Mezzanine Secured Deferrable Floating
      Rate Notes Due 2046 and

      Prior Rating: Baa2, on review for possible downgrade
      Current Rating: B2, on review for possible downgrade

   -- $7,000,000 Class E Secured Deferrable Floating Rate Notes
      Due 2046.

      Prior Rating: Ba1, on review for possible downgrade
      Current Rating: Caa2, on review for possible downgrade

This rating action was prompted by deterioration in the overall
credit quality of the underlying assets.  Moody's noted that the
transaction is violating the Moody's Maximum Rating Factor Test.


J. CREW: S&P Lifts Corporate Credit Rating to BB-
-------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on J. Crew Group Inc. to 'BB-' from 'B+'. At the same time,
we raised the rating on J. Crew Operating Corp.'s
$285 million senior secured term loan to 'BB' (one notch higher
than the corporate credit rating on the parent company) from 'BB-'
and affirmed the recovery rating of '2', indicating the
expectation for substantial (70% to 90%) recovery in the event of
a payment default.  The outlook is positive.  J. Crew Group is the
parent company of J. Crew Operating Corp.

"The rating change reflects the improved operating performance of
the company and substantial debt repayment," explained Standard &
Poor's credit analyst David Kuntz.  This has lead to an
enhancement of the company's credit profile.  "We could upgrade
the rating over the next year," he added, "if progress in
operations is sustained, further deleveraging enhances the
company's credit profile, and we becomes more comfortable with the
long-term financial policy."


JP MORGAN: Fitch Affirms and Downgrades Ratings on Five Deals
-------------------------------------------------------------
Fitch Ratings took rating actions on these J.P. Morgan Alternative
Loan Trust securitizations:

J.P. Morgan Alternative Loan Trust 2006-A2 POOL 1

   -- $339.8 million class A affirmed at 'AAA'
   -- $14.6 million class 1-M-1 affirmed at 'AA+'
   -- $11.5 million class 1-M-2 affirmed at 'A+'
   -- $7.8 million class 1-B-1 affirmed at 'BBB+'
   -- $2.8 million class 1-B-2 affirmed at 'BBB'

J.P. Morgan Alternative Loan Trust 2006-A2 POOLS 2-5

   -- $413.2 million class A affirmed at 'AAA'
   -- $15.4 million class C-B-1 affirmed at 'AA'
   -- $6.6 million class C-B-2 affirmed at 'A'
   -- $4.4 million class C-B-3 downgraded to 'BBB-' from 'BBB'
   -- $3.8 million class C-B-4 downgraded to 'B' from 'BB'
   -- $3.3 million class C-B-5 downgraded to 'C/DR5' from 'B'

J.P. Morgan Alternative Loan Trust 2006-A3 POOL 2-3 (Aggregate
Pool A)

   -- $169.8 million class A affirmed at 'AAA'
   -- $6 million class C-B-1 affirmed at 'AA'
   -- $2.6 million class C-B-2 affirmed at 'A'
   -- $1.5 million class C-B-3 affirmed at 'BBB'
   -- $1.6 million class C-B-4 downgraded to 'B+' from 'BB'
   -- $1.2 million class C-B-5 downgraded to 'C/DR5' from 'B'

J.P. Morgan Alternative Loan Trust 2006-S1 POOLS 1-2

   -- $392.3 million class A affirmed at 'AAA'
   -- $11.8 million class B-1 affirmed at 'AA'
   -- $4 million class B-2 affirmed at 'A'
   -- $3 million class B-3 downgraded to 'BBB-' from 'BBB'
   -- $2 million class B-4 downgraded to 'B+' from 'BB'
   -- $1.7 million class B-5 downgraded to 'CCC/DR2' from 'B'

J.P. Morgan Alternative Loan Trust 2006-S1 POOL 3

   -- $280.7 million class A affirmed at 'AAA'
   -- $11.2 million class 3-M-1 affirmed at 'AA+'
   -- $8.9 million class 3-M-2 affirmed at 'A+'
   -- $5.4 million class 3-B-1 affirmed at 'BBB+'
   -- $2.2 million class 3-B-2 affirmed at 'BBB'

The underlying collateral for the aforementioned transactions
consist primarily of fixed and adjustable-rate, conventional,
fully amortizing, first lien residential mortgage loans extended
to Alternative A borrowers.  The mortgage loans were either
originated or acquired by various originators including Chase,
PHH, Washington Mutual Mortgage Securities Corp., American Home
Mortgage Corp., SunTrust Mortgage Inc., GreenPoint Mortgage
Funding Inc. and Countrywide Home Loans Inc.  J.P. Morgan
Acceptance Corporation I, a special purpose corporation, had
subsequently acquired the mortgage loans from the originators.

As of the September 2007 distribution date, the above transactions
are seasoned from 15 (Series 2006-A3 Pool 2-3) to 19 (Series 2006-
S1) months.  The pool factors (current mortgage loan principal
outstanding as a percentage of the initial pool) range from 69%
(Series 2006-A2 Pool 1) to 81% (Series 2006-A2 Pool 2-5).  The
loans are master serviced by Wells Fargo Bank, N.A. (rated 'RMS1'
by Fitch).

The affirmations, affecting about $1.7 billion of outstanding
certificates, reflect a stable relationship between credit
enhancement and future loss expectations.  The downgrades,
affecting about $21.2 million in outstanding certificates reflect
deterioration in the relationship between CE and loss expectation.


KLEROS PREFERRED: Moody's Junks Rating on $6 Mil. Class E Notes
---------------------------------------------------------------
Moody's Investors Service placed these notes issued by Kleros
Preferred Funding III Ltd. on review for possible downgrade:

Class Descriptions:

   -- $1,800,000,000 Class A-1 First Priority Senior Secured
      Delayed Draw Floating Rate Notes Due 2050

      Prior Rating: Aaa
      Current Rating: Aaa, on review for possible downgrade

   -- $90,000,000 Class A-2 Second Priority Senior Secured
      Floating Rate Notes Due 2050

      Prior Rating: Aaa
      Current Rating: Aaa, on review for possible downgrade

   -- $54,000,000 Class B Third Priority Senior Secured
      Floating Rate Notes Due 2050

      Prior Rating: Aa2
      Current Rating: Aa2, on review for possible downgrade

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

   -- $9,800,000 Class C Fourth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2050

      Prior Rating: A2
      Current Rating: Ba1, on review for possible downgrade

   -- $25,800,000 Class D Fifth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2050

      Prior Rating: Baa2
      Current Rating: B2, on review for possible downgrade

   -- $6,000,000 Class E Sixth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2050

      Prior Rating: Ba1, on review for possible downgrade
      Current Rating: Caa3, on review for possible downgrade

   -- $8,000,000 Combination Notes Due 2050

      Prior Rating: A2, on review for possible downgrade
      Current Rating: Ba1, on review for possible downgrade

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


LIBRA CDO: Moody's Cuts Rating on $52.5MM Class D Notes to B1
-------------------------------------------------------------
Moody's Investors Service took action on these notes issued by
Libra CDO Limited:

Class Description:

   -- $1,050,000,000 Senior Swap Agreement dated as of
      Oct. 17, 2006

      Prior Rating: Aaa
      Current Rating: Aaa, on review for possible downgrade

   -- $150,000,000 Class A Senior Secured Floating Rate Notes
      due 2046

      Prior Rating: Aaa
      Current Rating: Aaa, on review for possible downgrade

   -- $82,500,000 Class B Secured Floating Rate Notes due 2046

      Prior Rating: Aa2
      Current Rating: Aa2, on review for possible downgrade

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

   -- $90,000,000 Class C Secured Deferrable Floating Rate
      Notes due 2046

      Prior Rating: A2
      Current Rating: Baa3, on review for possible downgrade

   -- $52,500,000 Class D Mezzanine Secured Deferrable Floating
      Rate Notes due 2046

      Prior Rating: Baa2
      Current Rating: B1, on review for possible downgrade

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


LINCOLN AVENUE: Moody's Lowers Ratings on Two Notes to Low-B
------------------------------------------------------------
Moody's Investors Service placed these notes issued by Lincoln
Avenue ABS CDO, Ltd. on review for possible downgrade:

Class Descriptions:

   -- $1,094,000,000 Class A-1 Floating Rate Secured Notes due
      2046

      Prior Rating: Aaa
      Current Rating: Aaa, on review for possible downgrade

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

   -- $77,000,000 Class A-2 Floating Rate Secured Notes due
      2046

      Prior Rating: Aaa
      Current Rating: A1, on review for possible downgrade

   -- $26,000,000 Class B Floating Rate Secured Notes due 2046

      Prior Rating: Aa2
      Current Rating: A3, on review for possible downgrade

   -- $21,000,000 Class C Deferrable Floating Rate Secured
      Notes due 2046

      Prior Rating: A2
      Current Rating: Ba1, on review for possible downgrade

   -- $19,000,000 Class D Deferrable Floating Rate Secured
      Notes due 2046

      Prior Rating: Baa2
      Current Rating: Ba3, 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.


LINEAR TECH: Sept. 30 Balance Sheet Upside-Down by $635 Million
---------------------------------------------------------------
Linear Technology Corporation's consolidated balance sheet at
Sept. 30, 2007, showed $1.33 billion in total assets and
$1.97 billion in total liabilities, resulting in a $635,929,000
total shareholders' deficit.

Net income of $91.5 million for the first quarter of fiscal year
2008 decreased $4.2 million or 4.4% from $95.7 million reported in
the fourth quarter of fiscal year 2007 largely due to an increase
in net interest expense and an increase in the provision for
income taxes.  Net income decreased $20.9 million or 18.6% from
$112.4 million in the first quarter of fiscal year 2007.

Revenue for the first quarter of fiscal year 2008 increased 5.0%
to $281.5 million over the previous quarter revenue of
$268.1 million and decreased 3.6% or $10.6 million from
$292.1 million in the first quarter of fiscal year 2007.  

In April 2007, the company entered into a $3.0 billion accelerated
share repurchase transaction funded by $1.3 billion of the  
company's own cash and $1.7 billion of convertible debt.  As a
result, the company's first quarter results had both a decrease in
interest income and an increase in interest expense when compared
to both last quarter and the first quarter of the prior fiscal
year.  The first quarter of fiscal year 2008 had higher interest
expense than the fourth quarter of fiscal 2007 due to the fourth
quarter having two months of accrued interest versus three months
in the first quarter of fiscal year 2008.  

First quarter non-GAAP net income of $101.4 million decreased
$8.5 million from $109.9 million in the fourth quarter and
decreased $22.8 million from the first quarter of fiscal year
2007.  The company's non-GAAP net income exclude charges related
to stock-based compensation.  

According to Lothar Maier, chief executive officer, "This was a
good September quarter for us.  Revenue, EPS and cash generated
from operations all increased and we had a positive book to bill
ratio for the quarter.  We are pleased with the results of the ASR
which was partially responsible for the 11% increase in diluted
EPS over the prior quarter which follows on a 12.5% sequential
increase in diluted EPS in the quarter before that.

"Looking ahead to the December quarter, growth will be impacted by
the usual seasonal slowdown in our businesses.  Consequently, we
expect revenues and diluted EPS to increase in the 1% to 4% range
from the September quarter just completed."

                      About Linear Technology

Headquartered in Milpitas, California, Linear Technology
Corporation (NasdaqGS: LLTC) -- http://www.linear.com/-- is a  
manufacturer of high performance linear integrated circuits.
Linear Technology products include high performance amplifiers,
comparators, voltage references, monolithic filters, linear
regulators, DC-DC converters, battery chargers, data converters,  
communications interface circuits, RF signal conditioning
circuits, and many other analog functions.  Applications for
Linear Technology's high performance circuits include
telecommunications, cellular telephones, networking products such
as optical switches, notebook and desktop computers, computer
peripherals, video/multimedia, industrial instrumentation,
security monitoring devices, high-end consumer products such as
digital cameras, global positioning systems and MP3 players,
complex medical devices, automotive electronics, factory
automation, process control, and military and space systems.


MACO STEEL: Section 341(a) Creditors Meeting Set for November 14
----------------------------------------------------------------
The U.S. Trustee for Region 9 will convene a meeting of Maco
Steel, Inc.'s creditors on Nov. 14, 2007, at 10:00 a.m., at The
Law Building, 330 Ionia, Northwest, Suite 203 in Grand Rapids,
Michigan.

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

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

Headquartered in Belmont, Michigan, Maco Steel, Inc. --
http://www.macosteel.com/-- provides these products and services:  
C.N.C. flame cut shapes, mold plates-rails-holder blocks, die
plates-master plates-sub plates-parallels, die sets-die set kits-
die set components and welded assemblies and fabricating.  The
company filed for chapter 11 protection on Oct. 5, 2007 (Bankr.
W.D. Mich. Case No. 07-07346).  When the Debtor filed for
protection from its creditors, it disclosed estimated assets and
debts between $1 million and $100 million.


MACO STEEL: Court Okays Miller Johnson as Bankruptcy Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Michigan
gave Maco Steel, Inc., permission to employ Miller Johnson as its
bankruptcy counsel.

As counsel, Miller Johnson is expected to:

    a. advise the Debtor of its rights, powers, and duties as
       debtor and debtor-in-possession;

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

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

    d. assist in presenting on behalf of the Debtor the proposed
       plan of reorganization and all related transactions and any
       related revisions, amendments, etc.; and

    e. perform other legal services in connection with the
       Debtor's chapter 11 case as may be requested by the Debtor
       from time to time.

The Debtor discloses that the firm has received a $25,000
retainer.  In addition, the Debtor says, the firm's professionals
who will be expected to render services for this engagement bill:

    Professional                    Designation        Hourly Rate
    ------------                    -----------        -----------
    Thomas P. Sarb, Esq.            Member                $375
    John T. Piggins, Esq.           Member                $300
    Robert D. Wolford, Esq.         Associate             $225

    Other Associates                                   $150 - $225

Mr. Piggins assures the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Piggins can be reached at:

         John T. Piggins, Esq.
         Miller Johnson
         Calder Plaza Building
         250 Monroe Avenue Northwest, Suite 800
         Grand Rapids, MI 49503-2250
         Tel: (616) 831-1793
         Fax: (616) 988-1793
         http://www.millerjohnson.com/

Headquartered in Belmont, Michigan, Maco Steel, Inc. --
http://www.macosteel.com/-- is a steel supply and machining  
company specializing in flam and plasmka cutting, CNC machining,
Blanchard grinding and welding/fabricating.  Through its non-
debtor affiliate Maco Resource, LLC, the company employs
approximately 50 employees for its business operations in
Rockford, Michigan.  The company filed for chapter 11 protection
on Oct. 5, 2007 (Bankr. W.D. Mich. Case No. 07-07346).  When the
Debtor filed for protection from its creditors, it disclosed
estimated assets and debts between $1 million and $100 million.
In Court documents, the Debtor estimates that it owes, in the
aggregate, in excess of $12 million to over 100 creditors.


MAGNOLIA FINANCE: Moody's Cuts Rating on $4.25 Million Notes to B3
------------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade these Notes issued by Magnolia Finance II
Series 2006-9E2:

Class Description:

   -- Series 2006-9E2 $4,250,000 ABS Portfolio Variable Rate
      Notes due November 2037

      Prior Rating: Baa3
      Current Rating: B3, 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 $3 Million Notes
----------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade these Notes issued by Magnolia Finance II
Series 2006-9F1:

Class Description:

   -- Series 2006-9F1 $3,000,000 ABS Portfolio Variable Rate
      Notes due February 2046

      Prior Rating: Ba1
      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 2006-9F2 Notes
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade these Notes issued by Magnolia Finance II
Series 2006-9F2:

Class Description:

   -- Series 2006-9F2 $4,250,000 ABS Portfolio Variable Rate
      Notes due November 2037

      Prior Rating: Ba1
      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.


MAYFLOWER CDO: Moody's Cuts Ratings on Two Notes to Low-B
---------------------------------------------------------
Moody's Investors Service placed these notes issued by Mayflower
CDO I Ltd. on review for possible downgrade:

Class Descriptions:

   -- $20,000,000 Class X Notes Due September 2012

      Prior Rating: Aaa
      Current Rating: Aaa, on review for possible downgrade

   -- $157,000,000 Class A-1LB Floating Rate Notes Due June
      2046

      Prior Rating: Aaa
      Current Rating: Aaa, on review for possible downgrade

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

   -- $75,000,000 Class A-2L Floating Rate Notes Due June 2046

      Prior Rating: Aa2
      Current Rating: A3, on review for possible downgrade

   -- $46,000,000 Class A-3L Floating Rate Notes Due June 2046

      Prior Rating: A2
      Current Rating: Ba2, on review for possible downgrade

   -- $50,000,000 Class B-1L Floating Rate Notes Due June 2046

      Prior Rating: Baa2
      Current Rating: B2, 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.


MECACHROME INT'L: S&P Revises Outlook to Negative from Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on
Mecachrome International Inc. to negative from stable.  At the
same time, S&P affirmed the ratings, including the 'B+' long-term
corporate credit rating, on the company.

"The ratings on Mecachrome reflect its continued weak cash flow
generation, high leverage, the risks inherent in executing its
North American growth strategy, and a moderate degree of customer
concentration," said Standard & Poor's credit analyst Greg Pau.  
These risks are partially offset by its established operating
assets in Europe, long-standing business relationships with key
customers, and steady margin supported by an acceptable backlog
position.  "Despite efforts to reduce debt with part of the recent
IPO proceeds, Mecachrome's continued weak operating cash flow
generation and the hefty cash need for capital expenditure and
inventory buildup remain key concerns and constrain the ratings."
Mr. Pau added.  

Mecachrome produces precision parts for the aerospace, automotive,
and motor sport industries.  Although the company is relatively
small with 2006 revenue of only EURI262 million, it has an
established reputation with key customers and its demonstrated
technical expertise should provide a reasonably strong competitive
position in its niche markets.  The company's primary operations
are in France but recently it has developed operations in Canada.  
These operations will be the focus of its growth into the North
American market and will help foster a stronger relationship with
aerospace partners such as Boeing Co. (A+/Stable/A-1) and
Bombardier Inc. (BB/Stable/--).

The negative outlook reflects Mecachrome's continued inability to
generate free cash flow in the next one to two years.  Both this
and the high financial leverage have necessitated that the company
obtain lenders' approval to revise the financial covenants for the
senior secured credit facilities.  It also reflects that future
cash flow improvements and the North American operations ramp-up
remain subject to delay risks in major aircraft and automotive
programs.  S&P could lower the ratings if further events weaken
the company's prospects for generating positive free cash flow,
thereby delaying its deleveraging effort.  Conversely, S&P could
revise the outlook to stable when the company becomes free cash
flow positive and is able to materially deleverage with the excess
cash flow.


MESABA AVIATION: Embraer Wants Nod on Contractual Default Rate
--------------------------------------------------------------
Mesaba Aviation Inc. and Embraer Aircraft Maintenance Services,
Inc. entered into an agreement where Embraer agreed to perform
maintenance services on the fleet of Saab 340 aircraft operated by
the Debtor.  Under the Agreement, Mesaba agreed to pay Embraer on
30-day terms.  Any remaining balance unpaid more than 30 days were
subject to a time-price differential rate of 1.5% per month or 18%
per annum.

Derek W. Edwards, Esq., at Waller Lansden Dortch & Davis LLP, in
Nashville, Tennessee, relates that Embraer provided the Debtor
numerous maintenance services through October 2005 and during its
reorganization.

As of the Petition Date, the Debtor had not paid all of Embraer's
invoices and Embraer filed proofs of claim for the unpaid
invoices having an aggregate amount of $630,064, Mr. Edwards
notes.

Pursuant to the Plan, the Debtor asked Embraer to submit
documentation to support any request for a contractual default
rate on its claims.

Embraer submitted the required documentation and asked for a
contractual default rate of 1.5% per month or 18% per annum.

Pursuant to the Debtor's confirmed Plan of Reorganization, the
Mesaba Liquidating Trust made a $630,064 distribution to Embraer,
but informed Embraer that it rejects the requested Contractual
Default Rate because it is "an unenforceable penalty," Mr.
Edwards says.

Accordingly, Embraer asks the U.S. Bankruptcy Court for the
District of Minnesota to approve its request for a Contractual
Default Rate on its claim because the Debtor did not pay the
unpaid balance within 30 days as required.

Mr. Edwards informs the Court that if witnesses are necessary,
Embraer may call Robert H. DePriest, Embraer's Vice President of
Finance and Administration.

                  Liquidating Trustee Responds

In behalf of Odyssey Capital Group, LLC, the Debtor's Liquidating
Trustee, Will R. Tansey, Esq., at Ravich Meyer Kirkman McGrath &
Nauman PA, contends that there does not appear to be any disputed
facts related to Embraer's request.

Mr. Tansey notes that Embraer's Claim was secured by collateral
valued at the amount of the Claim without interest.  He added
that the Claim has been paid without interest.

According to Mr. Tansey, Embraer commits most of its arguments in
support of time-price differentials under Tennessee statutes and
case law.  However, the law on time-price differentials is
inapposite to the issue at bar, Mr. Tansey says.  He explains
that the statutes cited by Embraer are nothing more than the
codification of a previously existing common law distinction
between usurious interest and charges imposed in connection with
a bona fide credit sale.

In support of the Debtor's assertion that the default rate is not
enforceable, Mr. Tansey cited Wilson v. Dealy, 434 S.W.2d 835
(Tenn. 1968), wherein the parties executed a contract which
provided that the defendant's fees for services were payable
within 30 days upon the defendant's successful performance of the
services, unless a suitable note had been signed.  The contract
further provided that late charges of 1.5% per month applied to
any payment not received within the 30-day period, Mr. Tansey
notes.  The defendant successfully performed its services, but
the parties did not agree on a note and the plaintiff did not pay
the service fee within 30 days.  The defendant sued the plaintiff
for the fee plus the 1.5% monthly charges and the plaintiff
raised the defense of usury.

The Wilson court determined that the late charge was not usurious
because the monthly charge was not compensation for the use of
money.  The court noted that there was no agreement that by
paying 1.5% charge the plaintiff could extend the date for
payment of the service fee.  The court held that the defendant's
damages for the loss of the use of money were readily
ascertainable and that the 1.5% monthly charge was unenforceable.

Mr. Tansey contends that as with the defendant's damages in the
Wilson case, Embraer's actual damages for the use of money was
readily ascertainable and certain, thus the charges Embraer seeks
are not enforceable.

Wilson has been cited and relied upon by the Tennessee Court of
Appeals after enactment of the statutes in 1979, according to Mr.
Tansey, pointing to Eastbrook v. Club Chalet of Gatlinburg, Inc.,
1988 WL 1736, *7 (Tenn. Ct. App. 1988).

Accordingly, the Debtor asks the Court to deny Embraer's request.

                      Embraer Talks Back

Derek W. Edwards, Esq., at Waller Lansden Dortch & Davis LLP, in
Nashville, Tennessee, argues that Embraer's Contractual Default
Rate constitutes an enforceable time-price differential because
Tennessee courts look to the substance rather than the form of a
transaction.  He says that Mesaba unmistakably elected a credit
sale for its purchase of the Embraer's maintenance services
rather than a cash sale.  The extension of credit by Embraer was
neither a loan nor forbearance but a time-price differential, Mr.
Edwards says.

Mr. Edwards further contends that because Embraer's Contractual
Default Rate is enforceable as a time-price differential under
Tennessee law, the Court should enforce it, as a Tennessee court
would, rather than find it to be an invalid penalty, as a matter
of contract interpretation.

Mr. Edwards also points out that the decision in Wilson was
superseded by Tennessee Code Annotated Section 47-14-120 (2007),
Time-price differential, which was enacted by the Tennessee
General Assembly in 1979 (Acts 1979, ch. 203, Section 19) and
applies to the sale of goods and services.  Under Tenn. Code Ann.
Section 47-14-102(11), Mr. Edwards says, the difference between
the amount charged on a charge for services for cash and the
amount charged if payment is deferred is a time-price
differential however it is denominated or expressed.

"Embraer's Contractual Default Rate is a time-price differential
as a matter of law, however denominated or expressed in the Terms
and Conditions," Mr. Edwards insists.

In addition, Mr. Edwards says Eastbrook concerns liquidated
damages under a sublease, rather than a credit sale of services,
and the Eastbrook court cites Wilson for its holding regarding
liquidated damages.  For this reason, Mr. Edwards continues,
Eastbrook is inapposite to Embraer's case and does not change the
fact that Wilson is no longer good law in Tennessee concerning
credit sales governed by Tennessee Code Annotated Section 47-14-
102(  and 47-14-120.

Accordingly, Embraer asks the Court to grant its requested
relief.

                     About Mesaba Aviation

Based in Eagan, Minnesota, Mesaba Aviation Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a    
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines(OTC:NWACQ.PK).  The company filed for chapter
11 protection on Oct. 13, 2005 (Bankr. D. Minn. Case No.
05-39258).  Michael L. Meyer, Esq., at Ravich Meyer Kirkman
McGrath & Nauman PA, represented the Debtor in its restructuring
efforts.  Craig D. Hansen, Esq., at Squire Sanders & Dempsey,
L.L.P., represented the Official Committee of Unsecured Creditors.  
When the Debtor filed for protection from its creditors, it listed
total assets of $108,540,000 and total debts of $87,000,000.  The
U.S. Bankruptcy Court for the District of Minnesota confirmed
Mesaba's Modified Plan of Reorganization on April 9, 2007.  Mesaba
exited from chapter 11 on April 24, 2007.

(Mesaba Bankruptcy News, Issue No. 51; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


MILLER PLATING: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Miller Plating and Metal Finishing, L.L.C.
        3200 North 6th Avenue
        Evansville, IN 47710

Bankruptcy Case No.: 07-71321

Type of Business: The Debtor specializes in plating metals such as
                  magnesium, aluminum, zinc, copper, powdered
                  metals, steel and various other substrates.  See
                  http://www.millerplating.com/

Chapter 11 Petition Date: October 31, 2007

Court: Southern District of Indiana (Evansville)

Judge: Basil H. Lorch III

Debtor's Counsel: Bruce D. Atherton, Esq.
                  455 South 4th Street, Suite 1450
                  Louisville, KY 40202
                  Tel: (502) 595-8500

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


MORGAN STANLEY: Fitch Assigns Low-B Ratings on $7.3MM Certificates
------------------------------------------------------------------
Fitch rates Morgan Stanley Mortgage Loan Trust mortgage pass-
through certificates, series 2007-14AR as:

Group I:

   -- $505.5 million classes 1-A-1 through 1-A-4, 2-A-1 through
      2-A-12, 3-A-1 through 3-A-4, 4-A-1 through 4-A-4, and A-R
      'AAA';

   -- $4.6 million class I-B-4 'BB';

   -- $2.7 million class I-B-5 'B';

Group II:

   -- $321.3 million classes 5-A-1 through 5-A-4, 6-A-1 through
      6-A-6, 7-A-1 through 7-A-4, and 8-A-1 through 8-A-4
      'AAA'.

The 'AAA' rating on the Group I senior certificates reflects the
7.15% total credit enhancement provided by the 3.65% class I-B-1,
the 0.90% class I-B-2, the 0.40% class I-B-3, the privately
offered 0.85% class I-B-4, the privately offered 0.50% class I-B-5
and the privately offered 0.85% class I-B-6. Classes I-B-1, I-B-2,
I-B-3 and I-B-6 are not rated by Fitch.

The 'AAA' rating on the Group II senior certificates reflects the
13% total credit enhancement provided by the 6.50% class II-B-1,
the 1.50% class II-B-2, the 0.75% class II-B-3, the privately
offered 1.35% class II-B-4, the privately offered 1.20% class II-
B-5 and the privately offered 1.70% class II-B-6.  Classes II-B-1
through II-B-6 are not rated by Fitch.

Fitch believes that the amount of credit enhancement will be
sufficient to cover credit losses, including limited bankruptcy,
fraud and special hazard losses.  In addition, the ratings reflect
the quality of the mortgage collateral, the strength of the legal
and financial structures, and the master servicing capabilities of
Wells Fargo Bank, National Association (rated 'RMS1' by Fitch).

This transaction contains certain classes designated as
exchangeable certificates and others as depositable (offered)
certificates.  Classes 1-A-3, 1-A-4, 2-A-1, 2-A-3, 2-A-4, 2-A-9
through 2-A-12, 3-A-3, 3-A-4, 4-A3, 4-A-4, 5-A-3, 5-A-4, 6-A-3
through 6-A-6, 7-A-3, 7-A-4, 8-A-3, and 8-A-4 are the exchangeable
certificates.  Classes 1-A-1, 2-A-5 through 2-A-8, 3-A-1, 4-A-1,
5-A-1, 6-A-1, 7-A-1, and 8-A-1 are the depositable certificates.

All or a portion of certain classes of offered certificates may be
exchanged for a proportionate interest in the related exchangeable
certificates.  All or a portion of the exchangeable certificates
may also be exchanged for the related offered certificates in the
same manner.  This process may occur repeatedly.  The classes of
offered certificates and of exchangeable certificates that are
outstanding at any given time, and the outstanding principal
balances and notional amounts of these classes, will depend upon
any related distributions of principal, as well as any exchanges
that occur.

Offered certificates and exchangeable certificates in any
combination may be exchanged only in the proportions shown in the
governing documents.  Holders of exchangeable certificates will be
the beneficial owners of a proportionate interest in the
certificates in the related combination group and will receive a
proportionate share of the distributions on those certificates.

On each distribution date when exchangeable certificates are
outstanding, principal distributions from the applicable related
certificates are allocated to the related exchangeable
certificates that are entitled to principal.  The payment
characteristics of the classes of exchangeable certificates will
reflect the payment characteristics of their related classes of
regular certificates.

The Group I mortgage pool consists of 846 hybrid adjustable-rate,
first lien residential mortgage loans, substantially all of which
have original terms to stated maturity of 30 years.  As of the
cut-off date (Oct. 1, 2007), the mortgages have an aggregate
principal balance of about $544,402,895 and an average principal
balance of $643,502.  The mortgage pool has a weighted average
original loan-to-value ratio of 74.98%, a weighted average coupon
of 6.408%, and a weighted average remaining term to maturity of
355 months.

The Group II mortgage pool consists of 690 hybrid adjustable-rate,
first lien residential mortgage loans, substantially all of which
have original terms to stated maturity of 30 years.  As of the
cut-off date (Oct. 1, 2007), the mortgages have an aggregate
principal balance of about $369,311,095 and an average principal
balance of $535,233.  The mortgage pool has a weighted average
OLTV of 78.09%, a WAC of 6.852%, and a WAM of 355 months.

The mortgage loans were primarily originated or acquired by Morgan
Stanley Credit Corporation, American Home Mortgage Corp., and
National City Mortgage Co.


MOVIE GALLERY: Can Walk Away from 212 Unexpired Store Leases
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
gave authority to Movie Gallery, Inc. and its debtor-affiliates to
reject 212 unexpired store leases and subleases, and several
executory contracts related to the leases or their store
operations subject to those leases, nunc pro tunc to the date of
bankruptcy filing.

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

According to Michael A. Condyles, Esq., at Kutak Rock LLP, in
Richmond, Virginia, the Leases and the Executory Contracts are
not a source of potential value for the Debtors' future
operations, creditors or interest holders.  Even if certain of
the Vacant Store Leases constitute below-market leases, the
Debtors' obligations to pay postpetition rent, real estate taxes,
utilities, insurance and other related charges diminishes any
potential value received from an assignment or sublease,
specifically given the relatively short term remaining in each
Lease.  The Executory Contracts provide no further benefit to the
Debtors.

The terms of the Vacant Store Leases range from one month to nine
years, excluding option periods, and generally the lease payments
for the Vacant Store Leases range from $14,400 to $235,000 per
year.  In considering their options with respect to the Vacant
Store Leases prior to the Petition Date, Mr. Condyles said the
Debtors evaluated the possibility of one or more assignments or
subleases of the Vacant Store Leases.  The Debtors determined
that the transactional costs and postpetition occupancy costs
associated with marketing the Vacant Store Leases exceeds any
marginal benefit received from potential assignments or
subleases.

In addition to their obligation to pay rent under the Vacant
Store Leases, the Debtors also are obligated to pay for certain
real estate taxes, utilities, insurance and other related charges
associated with the leases.  The Debtors examined the costs
associated with their obligation to pay rent under the Vacant
Store Leases and estimate that the annual net cost to them is
roughly $15,400,000 per year.

Section 365(a) of the Bankruptcy Code provides that a debtor
"subject to the court's approval, may . . . reject any executory
contract or unexpired lease of the debtor."  Mr. Condyles noted
that the standard courts apply to determine whether the rejection
of an executory contract or unexpired lease should be authorized
is the "business judgment" standard.

Mr. Condyles pointed the Court to:

   -- In re Orion Pictures Corp., 4 F.3d 1095, 1098-99 (2d Cir.
      1993);

   -- In re Lawson, 146 B.R. 663, 664-65 (Bankr. E.D. Va. 1992)
      ("[t]he Fourth Circuit adopted the 'business judgment'
      test as the appropriate standard in determining whether to
      permit a debtor to reject an executory contract . . .
      [and a] court will defer to a debtor's determination that
      rejection of a contract would be advantageous [to the
      estate] unless that decision is clearly erroneous")
      (citation omitted), aff'd in part, rev'd in part 14 F.3d
      595 (4th Cir. 1993) (unpublished opinion);

   -- NLRB v. Bildisco & Bildisco, 465 U.S. 513, 523 (1984)
      (recognizing the "business judgment" standard used to
      approve rejection of executory contracts); and

   -- In re Klein Sleep Prods., Inc., 78 F.3d 18, 25 (2d Cir.
      1996).

The business judgment standard requires a court to approve a
debtor's business decision unless that decision is the product of
bad faith, whim or caprice, Mr. Condyles said, citing In re
Lubrizon Enters., Inc. v. Richmond Metal Finishers, Inc., 756
F.2d 1043, 1047 (4th Cir. 1985), cert. denied sub nom., Lubrizol
Enters., Inc. v. Canfield, 475 U.S. 1057 (1986).

According to Mr. Condyles, the Leases and the Executory Contracts
constitute an unnecessary drain on the Debtors' resources.

In granting the Debtors' request, Judge Tice said each
counterparty to a Lease or Executory Contract may object to the
rejection of its Lease or Executory Contract until
Oct. 27, 2007.  The Court may vacate the Rejection Order, modify
it or make it final.  If no timely Objection is filed -- or is
filed and subsequently withdrawn -- the Rejection Order will
become final at the conclusion of the objection period without
further Court order.

At the hearing on Oct. 16, 2007, counsel to Aronov Realty
Management, Centro Properties Group, Federal Realty Investment
Trust, Developers Diversified Realty Corp., General Growth
Management, Inc. and Levin Management Corp.; and Foundation
Fulton LLC objected to the Debtors' request.

Judge Tice held that any objection will only affect the finality
of the Rejection Order with respect to a particular Lease or
Executory Contract.  The Order will be final for all other
purposes.

A schedule of the 212 Unexpired Leases is available at no charge
at http://researcharchives.com/t/s?24b3

A schedule of the Executory Contracts is available at no charge
at http://researcharchives.com/t/s?24b4

                       About Movie Gallery

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

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

When the Debtors' filed for protection from their creditors, they
listed total assets of $891,993,000 and total liabilities of
$1,419,215,000.  (Movie Gallery Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/    
or 215/945-7000)


MOVIE GALLERY: Landlords React to the Auction of 508 Stores Leases
------------------------------------------------------------------
A number of managing agents for landlords of Movie Gallery, Inc.
and its debtor-affiliates' stores object to an order from the U.S.
Bankruptcy Court for the Eastern District of Virginia authorizing
the Debtors to auction off 508 store leases and lease designation
rights associated with those leases.

As reported in the Troubled Company Reporter on Oct. 26, 2007,
aside from approving the auction, the Court also approved
competitive bidding procedures for the disposition of the Debtors'
interests in the leases.

The Debtors had announced the closure of roughly 520 store
locations.  They have examined the costs associated with their
obligation to pay rent at the Phase 1 Locations, and estimate
that the annual rental cost of the Phase 1 Locations is roughly  
$69,400,000 per year.  In their reasonable business judgment, the
Debtors determined that the costs, with the concomitant costs of
operating the locations, constitute an unnecessary drain on their
resources.

The Debtors will hold the auction Nov. 15, 2007.  The Court will
also convene a hearing Nov. 28, 2007, at 10:00 a.m. (prevailing
Eastern Time), to consider approval of any sale agreements, the
sale of designation rights, or any lease termination agreements.  
Objections, if any, are due Nov. 26, 2007.

                      Inland Entities React

The Inland Management entities ask the Court to reconsider and
vacate its order authorizing Movie Gallery, Inc., and its debtor
affiliates to auction off 508 store leases and their associated
lease designation rights, and approving competitive bidding
procedures for the disposition of the Debtors' interests in the
leases.

The six Inland entities -- Inland Southwest Management, LLC;
Inland American Retail Management, LLC; Inland US Management,
LLC; Inland Pacific Property Services, LLC; Inland Continental
Property Management, Corp.; and Inland Commercial Property
Management, Inc. -- are managing agents for landlords who are
parties to certain unexpired non-residential property leases with
the Debtors.

A schedule of the leased properties is available at no charge at:

               http://researcharchives.com/t/s?24b2

Craig B. Young, Esq., at Connolly, Bove, Lodge & Hutz, LLP, in
Washington, D.C., argues that, among other things, the approved
bid procedures:

   (i) are deficient and unreasonable;

  (ii) are not properly granted with respect to the Petition Date
       and are improper in context; and

(iii) authorize the marketing and auction of certain leases that  
       will expire before the proposed auction can be scheduled.

Mr. Young further relates that although 508 leases are affected
by the Debtors' request for bid procedures, only the top 30
creditors received the Debtors' notice.

The Bidding Procedures provide that "landlords will be provided
with adequate assurance of future performance information for any  
proposed assignee of their leases within two days of the
conclusion of the auction."  Inland maintains that this timetable
is not acceptable, because:

   (a) it will only effect three days to evaluate assurance
       information in light of the holidays; and

   (b) it offers an insufficient time for Inland to determine
       their objections to a proposed assignee or a proposed use
       of a leased premise, and to find if an assignment of the
       Lease to a potential assignee will:

          -- violate any use provisions;

          -- violate the provisions of other tenants' leases
             located in shopping centers or any applicable
             restrictive easement assignments; and

          -- disrupt the tenant mix at the shopping center.

Mr. Young further argues that the Bid Procedures do not require
the Debtors to file with the Court a notice of proposed cure
amounts to be made available to all landlords and serve the
notices on the landlords' counsel.

Mr. Young also contends that the provision for the termination of
any Debtor-Guarantor's obligations under a lease "upon the
execution of such sale agreement or lease termination agreement
for that lease becoming effective" is inappropriate, and must be
removed from the Bid Procedures, because:

   (a) no factual basis or legal authority is presented for
       the invalidation of the lease guarantees upon the sale or
       assumption and assignment of the tenant's rights under the
       lease;

   (b) the Debtors' estates have not been substantively
       consolidated, such that debtor guarantees of this kind
       may be terminated; and

   (c) pursuant to Section 365 of the Bankruptcy Code, a guaranty
       is not an unexpired lease or executory contract that may
       be rejected.

                         More Objections

The Strip Delaware LLC and Wal-Mart Stores, Inc. and Wal-Mart
Real Estate Business Trust also ask the Court to reconsider and
vacate an earlier order authorizing the Debtors to auction off
certain leases and lease designation rights.  Strip Delaware and
Wal-Mart support the arguments raised by Inland Southwest
Management LLC, et al.

Strip Delaware leases store premises in Jackson Township, Ohio,
to Hollywood Entertainment Corporation.  On Oct. 5, 2007,
Strip Delaware obtained a temporary restraining order in the
Court of Common Pleas, in Stark County, Ohio, enjoining Hollywood
Entertainment from conducting going out of business sales in
violation of the parties' 1996 lease agreement.

Wal-Mart leases to the Debtors certain premises located in
Wal-Mart stores in Kentucky, Tennessee, Texas, Florida, West
Virginia, and California.

                       About Movie Gallery

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

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

When the Debtors' filed for protection from their creditors, they
listed total assets of $891,993,000 and total liabilities of
$1,419,215,000.  (Movie Gallery Bankruptcy News, Issue No. 5 and
6; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


NETBANK INC: Files List of 20 Largest Unsecured Creditors
---------------------------------------------------------
NetBank Inc. submitted a list of its 20 largest unsecured
creditors with the U.S. Bankruptcy Court for the Middle District
of Florida.


   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
NBI Trust IV                  Trust Preferred        $20,620,000
c/o Wells Fargo Delaware      (Contractually
Trust Co.                     Subordinated)
919 North Market Street
7th Floor
Wilmington, DE 19890

NBI Trust II                  Trust Preferred         $4,382,000
c/o Wilmington Trust Company  (Contractually
110 North Market Street       Subordinated)
Rodney Square
Wilmington, DE 19890

NBI Trust I                   Trust Preferred         $4,382,000
c/o Wilmington Trust Company  (Contractually
110 North Market Street       Subordinated)
Rodney Square
Wilmington, DE 19890

NBI Trust III                 Trust Preferred         $3,093,000
c/o Wilmington Trust Company  (Contractually
110 North Market Street       Subordinated)
Rodney Square
Wilmington, DE 19890

Princeton Retirement Group    Administrator of        $1,237,570
400 Colony Square             Non-Qualified
Suite 2200                    Benefit Plan
1201 Peachtree Street NE
Atlanta, GA 30361

Maxwell, Lauren               Deferred                  $438,497
2059 Trace Center Way         Compensation
Naples, FL 34109

Kosich, Linda M.              Deferred                  $227,380
                              Compensation

Richardson, Charles           Deferred                  $213,694
                              Compensation

Carroll, Barry W.             Deferred                  $141,682
                              Compensation

Gross, James P.               Deferred                   $61,538
                              Compensation

Burdsall, Russell             Deferred                   $57,692
                              Compensation

Munch, Richard A.             Deferred                   $56,346
                              Compensation

Mapson, Charles E.            Deferred                   $47,976
                              Compensation

Brauch, Theodore              Deferred                   $40,385
                              Compensation

Register, Chip S.             Deferred                   $24,696
                              Compensation

Irisawa, James C.             Deferred                   $22,792
                              Compensation

Giannone, Brian               Deferred                   $18,579
                              Compensation

Minnesota Dept. of Revenue    Taxes                      $18,496

Madden, Ronald                Deferred                   $13,235
                              Compensation

Adcock, Johnny                Holds Subordinate          Unknown
                              Claim under
                              Section 510(b)

Headquartered in Jacksonville, Florida, NetBank Inc. --  
http://www.netbank.com/-- is a financial holding company of   
Netbank, the United States' oldest Internet bank serving retail
and business customers in all 50 states.  NetBank Inc. does retail
banking, mortgage banking, business finance, and providing ATM and
merchant processing services.

The company filed for Chapter 11 protection on Sept. 28, 2007
(Bankr. M.D. Fla. Case No. 07-04295).  GGG, Inc., in Atlanta,
Georgia, serves as the Debtor's restructuring manager.


NETBANK INC: Holland & Knight Approved as Bankruptcy Counsel
------------------------------------------------------------
Netbank, Inc., obtained authority from the U.S. Bankruptcy Court
for the Middle District of Florida to employ Holland & Knight LLP
as its bankruptcy counsel.

As Netbank's counsel, Holland & Knight is expected to:

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

    b. attend meetings and negotiate with representative of
       creditors and other parties-in-interest;

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

    d. prepare on behalf of the Debtor all motions, application,
       answers, orders, reports, and papers necessary to the
       administration of the estate;

    e. negotiate and prepare on the Debtor's behalf any plan or
       plans of reorganization, disclosure statement, and all
       related agreements or documents, and take any necessary
       action on behalf of the Debtor to obtain confirmation of
       such plan;

    f. represent the Debtor in connection with obtaining post-
       petition financing;

    g. advise the Debtor in connection with any potential sale of
       assets, restructuring or recapitalization;

    h. appear before the Bankruptcy Court; any appellate court,
       and the U.S. Trustee and protect the interests of the
       Debtor's estate before such Courts and the U.S. Trustee;

    i. represent the Debtor before the Securities and Exchange
       Commission and in respect of all security filings;

    j. consult with the Debtor regarding tax matters;

    k. represent the Debtor with respect to general corporate and
       transactional matters; and

    l. perform all other necessary legal services and provide all
       other necessary legal advice to the Debtor in connection
       with the chapter 11 case.

The Debtor tells the Court that the firm has received a $300,000
retainer.

The Debtor discloses that the professionals who are expected to
render services for this engagement bill:

    Professional                Designation        Hourly Rate
    ------------                -----------        -----------
    Barbra R. Parlin, Esq.      Partner               $475
    John J. Monaghan, Esq.      Partner               $480
    Alan M. Weiss, Esq.         Partner               $375
    Peter A Zisser, Esq.        Senior Counsel        $395
    Lynne B. Xerras, Esq.       Associate             $350
    Diane Rallis, Esq.          Associate             $260
    Patrick P. Patangan, Esq.   Associate             $245
    Wilfred Lancaster           Paralegal             $175

Mr. Weiss assures the Court that his firm does not represent any
interest adverse to the Debtor or its estate.

Mr. Weiss can be reached at:

         Alan M. Weiss, Esq.
         Holland & Knight LLP
         50 North Laura Street, Suite 3900
         Jacksonville FL 32202
         Tel: (904) 798-5459
         http://www.hklaw.com/

Headquartered in Jacksonville, Florida, NetBank Inc. --  
http://www.netbank.com/-- is a financial holding company of   
Netbank, the United States' oldest Internet bank serving retail
and business customers in all 50 states.  NetBank Inc. does retail
banking, mortgage banking, business finance, and providing ATM and
merchant processing services.

The company filed for Chapter 11 protection on Sept. 28, 2007
(Bankr. M.D. Fla. Case No. 07-04295).  GGG, Inc., in Atlanta,
Georgia, serves as the Debtor's restructuring manager.


NETBANK INC: Files Schedules of Assets and Liabilities
------------------------------------------------------
NetBank Inc. submitted to the U.S. Bankruptcy Court for the
Middle District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule                 Assets     Liabilities
     ----------------               ----------   -----------
  A. Real Property                  $1,772,498
  B. Personal Property              $3,974,369
  C. Property Claimed as                     
     Exempt                                          
  D. Creditors Holding
     Secured Claims
  E. Creditors Holding                               $62,855
     Unsecured Priority
     Claims
  F. Creditors Holding                           $35,150,410
     Unsecured Non-priority
     Claims
                                    ----------   -----------
     TOTAL                          $5,746,867   $35,213,265


Headquartered in Jacksonville, Florida, NetBank Inc. --  
http://www.netbank.com/-- is a financial holding company of   
Netbank, the United States' oldest Internet bank serving retail
and business customers in all 50 states.  NetBank Inc. does retail
banking, mortgage banking, business finance, and providing ATM and
merchant processing services.

The company filed for Chapter 11 protection on Sept. 28, 2007
(Bankr. M.D. Fla. Case No. 07-04295).  GGG, Inc., in Atlanta,
Georgia, serves as the Debtor's restructuring manager.


NEUMANN HOMES: Files for Bankruptcy Protection in Illinois
----------------------------------------------------------
Neumann Homes Inc. has filed a chapter 11 petition with the
United States Bankruptcy Court for the Northern District of
Illinois more than a week after it announced to do so.

As reported in the Troubled Company Reporter on Oct. 24, 2007, the
company said that failure to keep up payments for its eight
creditor banks forced it to consider bankruptcy protection. The
homebuilder had recently shut down its offices and dismissed 110
of its 130 employees.  The company further blamed its downfall on
housing decline in Detroit, Chicago and Denver, its three largest
markets as the source of its problems

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.


NEUMANN HOMES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Neumann Homes, Inc.
             4355 Weaver Parkway
             Suite 1070
             Warrenville, IL 60555

Bankruptcy Case No.: 07-20412

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        N.D.C. Fabrications, L.L.C.                07-20413
        NeuPro Co., L.L.C.                         07-20414
        Neumann Homes of Colorado, L.L.C.          07-20415
        Neumann Homes of Wisconsin, L.L.C.         07-20416
        Precision Framing Systems, L.L.C.          07-20417

Type of Business: The Debtors develop and build residential real
                  estate throughout the Midwest and West US.  They
                  are active in the Chicago area, southeastern
                  Wisconsin, Colorado, and Michigan.  They have
                  built more than 11,000 homes in some 150
                  residential communities.  They offer formal
                  business training to employees through classes,
                  seminars, and computer-based training.  See
                  http://www.neumannhomes.com/

Chapter 11 Petition Date: November 1, 2007

Court: Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtors' Counsel: George Panagakis, Esq.
                  Skadden, Arps, Slate, Meagher & Flom, L.L.P.
                  333 West Wacker Drive
                  Chicago, IL 60606
                  Tel: (312) 407-0638
                  Fax: (312) 407-0711

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Neumann Homes, Inc.         More than              More than
                            $100 Million           $100 Million

N.D.C. Fabrications,        More than              More than
L.L.C.                      $100 Million           $100 Million

NeuPro Co., L.L.C.          More than              More than
                            $100 Million           $100 Million

Neumann Homes of Colorado,  More than              More than
L.L.C.                      $100 Million           $100 Million

Neumann Homes of Wisconsin, More than              More than
L.L.C.                      $100 Million           $100 Million

Precision Framing Systems,  More than              More than
L.L.C.                      $100 Million           $100 Million

Debtors' Consolidated List of their 20 Largest Unsecured
Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Residential Funding Corp.      bank loan             $75,000,000
Attention: Legal Department
28 Bloomfield Avenue
Pine Brook, NJ 07058
Attention: Legal Department
28 Bloomfield Avenue
Pine Brook, NJ 07058
Fax: (973) 575-0882

Fidelity Deposit Co. of        surety bond           $19,424,194
Maryland
Attention: Legal Department
1400 American Lane,
Tower I, 19th Floor
Schaumburg, IL 60196
Attention: Legal Department
1400 American Lane,
Tower I Bond, 19th Floor
Schaumburg, IL 60196
Fax: (847) 605-7768

Carolina Casualty Insurance    surety bond           $11,936,810
Co.
Attention: Legal Department
P.O. Box 2575
Jacksonville, FL 32203
Attention: Legal Department
P.O. Box 2575
Jacksonville, FL 32203
Fax: (904) 363-8098

Lexon Insurance Co.            surety bond           $7,935,953
Attention: Legal Department
10002 Shelbyville Road, Suite 100
Louisville, KY 40223
Attention: Legal Department
10002 Shelbyville Road, Suite 100
Louisville, KY 40223
Fax: (515) 281-3059

Bank of America, N.A.          bank loan             $4,960,000
Attention: Legal Department
18 West 140 Butterfield Road
Oak Brook Terrace, IL 60181
Attention: Legal Department
18 West 140 Butterfield Road
Oak Brook Terrace, IL 60181
Fax: (813) 225-8322

Chicago Title                  title insurance       $4,500,000
Attention: Paul Peterson
171 North Clark Street,
8th Floor
Chicago, IL 60601
Attention: Paul Peterson
171 North Clark Street,
8th Floor
Chicago, IL 60601
Fax: (312) 223-2960

Bond Safeguard Insurance Co.   surety bond           $4,064,344
Attention: Legal Department
10002 Shelbyville Road,
Suite 100
Louisville, KY 40223
Attention: Legal Department
10002 Shelbyville Road,
Suite 100
Louisville, KY 40223
Fax: (630) 495-9272

Platte River Insurance Co.     surety bond           $3,700,806
Attention: Legal Department
P.O. Box 5900
Madison, WI 53705
Attention: Legal Department
P.O. Box 5900
Madison, WI 53705
Fax: (800) 798-2029

Travelers Casualty and         surety bond           $1,416,574
Surety Co.
Attention: Legal Department
One Tower Square
Hartford, CT 06183
Attention: Legal Department
One Tower Square
Hartford, CT 06183
Fax: (860) 954-3956

Landmark Title Co.             title insurance       $1,250,000
Attention: Legal Department
P.O. Box 725
3501-30th avenue
Kenosha, WI 53141
Attention: Legal Department
P.O. Box 725
3501-30th avenue
Kenosha, WI 53141
Fax: (262) 658-0913

Columbian Agency               surety bond           $500,000
Attention: Legal Department
1005 Laraway Road
P.O. Box 39
New Lenox, IL 60451
Attention: Legal Department
1005 Laraway Road
P.O. Box 39
New Lenox, IL 60451
Fax: (815) 485-2936

Land Title Guarantee Co.       title insurance       $315,000
Attention: Legal Department
3033 East First Avenue,
Suite 600
Denver, CO 80206
Attention: Legal Department
3033 East First Avenue,
Suite 600
Denver, CO 80206
Fax: (303) 331-0272

Brownstein Hyatt Farber        legal fees             $98,948
Schreck
Attention: Engagement Partner
410 17th Street, Suite 2200
Denver, CO 80202
Fax: (303) 223-1111
Attention: Engagement Partner
410 17th Street, Suite 2200
Denver, CO 80202
Fax: (303) 223-1111

Wildman, Harrold, Allen &      legal fees             $90,316
Dixon, L.L.P.
Attention: Engagement Partner
225 West Wacker Drive,
Suite 3000
Chicago, IL 60606
Attention: Engagement Partner
225 West Wacker Drive,
Suite 3000
Chicago, IL 60606
Fax: (312) 201-2555

Peregrine, Stime, Newman,      legal fees             $86,491
Ritzman & Brucker
Attention: Engagement Partner
221 East Illinois Street
P.O. Box 564
Wheaton, IL 60189
Attention: Engagement Partner
221 East Illinois Street
P.O. Box 564
Wheaton, IL 60189
Fax: (630) 665-0407

Jaffe, Raitt, Heuer & Weiss,   legal fees             $77,479
P.C.
Attention: Engagement Partner
500 Griswold, Suite 2400
Detroit, MI 48226
Attention: Engagement Partner
500 Griswold, Suite 2400
Detroit, MI 48226
Fax: (313) 961-1205

J.& E. Nursery                 trade debt             $45,818
Attention: Katie Martinez
18852 West Peterson
Libertyville, IL 60048
Attention: Katie Martinez
18852 West Peterson
Libertyville, IL 60048
Fax: (847) 247-0870

D.&B. Advertising, Inc.        trade debt             $42,102
Attention: Legal Department
53 East St. Charles Road
Villa Park, IL 60181
Attention: Legal Department
53 East St. Charles Road
Villa Park, IL 60181
Fax: (630) 782-8340

Arthur J. Gallagher            trade debt             $34,724
Attention: Legal Department
Two Pierce Place, 6th Floor
Risk Management Services
Itasca, IL 60143
Attention: Legal Department
Two Pierce Place, 6th Floor
Risk Management Services
Itasca, IL 60143
Fax: (630) 694-5499

Denver Newspaper Agency        trade debt             $33,572
Attention: Legal Department  
Agency
P.O. Box 17930
Denver, CO 80217
Attention: Legal Department  
Agency
P.O. Box 17930
Denver, CO 80217
Fax: (303) 954-1635


NEWLAND INT'L: Moody's Rates Proposed $220 Mil. Notes at Ba3
------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Newland
International Properties Corp.'s proposed $220 million senior
secured notes due 2014.  This is the first time Moody's has rated
Newland.  The rating outlook is stable.

Newland International Properties is a Panamanian corporation whose
principal activity is the development, construction, operation and
administration of a 66-story, mixed-use building known as the
Trump Ocean Club, located in Punta Pacifica, Panama.  The building
will have a mix of residential condos, a hotel, retail space,
restaurants, a casino and beach club.

The notes will be secured by a first-priority mortgage lien on:
(i) The Trump Ocean Club, the project, including all real estate,
condos, commercial units, hotel and casino, (ii) cash in the
company escrow accounts, (iii) an assignment of all receivables
from the sale or rental of residential units and commercial space,
including shops, restaurants, hotel and casino, and (iv) all
insurance policies related to the project and any proceeds
therefrom.

Newland will pledge to the trustee all existing and future
receivables for a minimum collateralization of 125%
($275 million) of the principal amount of notes issued.  The
collateralization ratio must be met within six months and
maintained thereafter.  The notes are senior secured obligations
of Newland and will rank equally in right of payment with all of
their existing and future senior indebtedness, and senior in right
of payment to all of their existing and future subordinated debt.  
The notes contain certain covenants which include restricted
payments and incurrence of debt.

In looking at project such as the Trump Ocean Club, Moody's
focuses on who the equity partners and ultimate buyers of the
project are.  Moody's also focuses on the project's current
cashflows, the structure of the rated debt instrument, the amount
and character of presales and deposits, and the location of the
project including the economic environment of the project's
location.

"Moody's Ba3 senior secured debt rating recognizes that although
the equity partners of Newland are private companies, the company
has an experienced management team with decades of collective real
estate development and construction experience," says Philip
Kibel, Moody's analyst.  

Furthermore, the sales and marketing team has experience in
selling luxury properties internationally and the property will be
managed locally.  The project is currently cash-positive, as it is
currently 65% pre-sold with contracts that benefit the issuer in
case of breach, and which require a 30% down-payment. "The pace
and nature of pre-sales is a positive credit characteristic,"
notes Mr. Kibel.  The land is 100% owned by the company, and there
can be no other debt aside from the proposed issuance.  The debt
also has adequate collateral.

Newland's primary credit challenges relate to asset concentration,
as Newland is building a single project, which incorporates one
building.

However, the building is diversified in that it contains
residences, a hotel, retail space and a casino.  The company also
has limited sales and operating history, and construction has just
begun.  Furthermore, condos will not be delivered until 2010, and
so revenues will not be recognized until then. The project does
involve speculative building and Newland bears all the risk of
finding buyers.  Competition is abundant, as there are numerous
buildings and projects in various stages of development, while the
success of this project can be affected by economic and political
conditions in Panama, as well as normal construction challenges.

Moody's stable rating outlook reflects Moody's expectation that
Newland will at least meet its construction and sales projections.

Moody's said that a ratings upgrade is unlikely as the project is
not yet fully under construction.  Despite the substantial pre-
sales, much uncertainty remains regarding the ultimate
construction and completion of the project, and total sales and
sales proceeds.  A downgrade would result from sales defaults
exceeding 15%.  Any missteps in construction that slow planned
deliveries of units or sales by more that 12 months, economic
difficulties in Panama, a natural disaster or other event that
delays or damages the development would be negatives.

This rating was assigned with a stable outlook:

Newland International Properties Corp.

   -- $220 million senior secured debt at Ba3.

Newland International Properties Corp. is a sociedad anĒnima
organized under the laws of the Republic of Panama.  Newland is a
real estate development company established to develop the "Trump
Ocean Club International Hotel & Tower" in Panama City, Panama.  
Trump Ocean Club is being developed as a multi-use luxury tower,
overlooking the Pacific Ocean, with luxury condominium residences,
a hotel condominium, a limited number of offices, and premier
leisure amenities.  Trump Ocean Club will be located on the Punta
Pacifica Peninsula in Panama City, on about 2.8 acres (11,200
square meters) of land, including about 295 lineal feet (90 lineal
meters) of oceanfront.


ODOM EXCAVATION: Section 341(a) Meeting Scheduled on November 19
----------------------------------------------------------------
The U.S. Trustee for Region 13 will convene a meeting of Odom
Excavation & Paving, Inc.'s creditors on Nov. 19, 2007, at 12:00
p.m., at Room 416, 35 East Mountain Street, Room 416 in
Fayetteville, Arkansas.

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

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

Based in Siloam Springs, Arkansas, Odom Excavation & Paving, Inc.,
filed for chapter 11 protection on Oct. 4, 2007 (Bankr. W.D. Ark.
Case No. 07-73210).  When the Debtor filed for protection from its
creditors, it disclosed estimated assets of less than $10,000 but
estimated debts between $1 million to $100 million.  The Debtor's
list of its 16 largest unsecured creditors shows aggregate total
of more than $30 million.


OSG INC: S&P Places BB+ Corporate Credit Rating on Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'BB+' corporate credit rating, on Overseas Shipholding Group
Inc. on CreditWatch with negative implications.

"The CreditWatch placement reflects the company's increasing debt
leverage and weakening credit measures because of acquisitions,
share buybacks, and recently reduced earnings," said Standard &
Poor's credit analyst Funmi Afonja.  As of Sept. 30, 2007, OSG had
about $3.3 billion of lease-adjusted debt outstanding.

New York, New York-based OSG is one of the world's leading bulk
shipping companies, engaged primarily in the ocean transportation
of crude oil and petroleum products in both the international
market and U.S. domestic trade.  The company has expanded in
recent years through acquisitions and chartering in vessels, and
bought back $543 million of its shares in the first three quarters
of 2007.

OSG reported a net profit of $26.6 million in the third quarter of
2007, well below $90.8 million in the like period of 2006, as a
result of lower charter rates, higher depreciation expense, and
increased interest costs.  Accordingly, total debt to capital is
now in the mid-60% area, up from 50% a year earlier.  Net debt to
EBITDA is about 5x, compared with 3x for the 12 months ended Sept.
30, 2006.

Still, OSG's credit profile continues to benefit from ongoing
diversification into less volatile businesses such as liquefied
natural gas shipping and U.S. domestic shipping, and from an
increasing proportion of committed revenues from time charters.
Liquidity remains satisfactory, with $541 million of cash at Sept.
30, 2007, $894.8 million in availability (after taking into
account $65.2 million in letters of credit) under its $1.8 billion
revolving credit agreement, and a high proportion of unencumbered
owned vessels.


OWENS CORNING: Completes $640 Mil. Buyout of Saint-Gobain's Biz
---------------------------------------------------------------
Owens Corning has completed the acquisition of Saint-Gobain's
Reinforcements and Composite Fabrics businesses for $640 million
after approval by regulatory authorities in Europe and the United
States.

The acquisition is expected to accelerate Owens Corning's growth
strategy and to strengthen its position in glass reinforcements
and composites.
    
The acquired business is comprised of 20 plants and more than
4,500 employees around the world.
    
The acquisition, net of planned divestitures, will increase Owens
Corning's glass fiber market position.  In particular, the company
acquires a substantial footprint in emerging markets like China,
Russia, India, Mexico and Brazil.

In addition, the acquisition of the Saint-Gobain Fabrics
business will give Owens Corning a position in the fabrics
industry.
    
Owens Corning will divest its composite manufacturing facilities
in Battice, Belgium, and Birkeland, Norway, in order to address
regulatory concerns related to the transaction.  The company also
sold its Continuous Filament Mat business in Huntingdon,
Pennsylvania.  The Wichita Falls, Texas, facility of Saint-Gobain
is not part of the transaction.

           Composites Expansion in China and Russia
    
Owens Corning also intends to expand its glass reinforcements and
composite fabrics production capabilities beginning in 2008 to
support market growth in Asia and Eastern Europe, and specifically
in the developing and emerging countries of China and Russia.
    
The proposed expansion is designed to increase the company's
capabilities at its newly acquired Hangzhou, China, and Gous-
Khroustalny, Russia, plants within the next two years.  It is the
first step in a multi-phase plan to increase production of glass
reinforcements and composite fabrics in these countries by 2010.  
The size and cost of the planned capacity additions were not
disclosed.  These investments will be subject to all necessary
corporate and regulatory approvals.
    
"The market for glass-reinforced composite materials is growing 5
to 7% per year globally and even faster in developing countries
such as China and Russia, and in Eastern Europe," Chuck Dana,
president of Owens Corning's Composite Solutions business, said.
    
"Expanding our production platforms in China and Russia will
position Owens Corning's Composites organization to serve a
growing and diverse customer base in Asia and Eastern Europe with
industry-leading products for key markets such as infrastructure,
construction, automotive, electronics, and consumer goods," Mr.
Dana said.  "This is just one example of how this acquisition
allows us to enhance our presence in growing markets around the
world to create meaningful value for customers."
    
The expansion will incorporate the company's advanced technologies
including its patented Advantex(R) and advanced glass-melting
technology platforms.  These technologies bring world-class energy
efficiency and emissions control, while providing customers with
unique product benefits including corrosion resistance and high
strength.
    
                     About Saint-Gobain SA

Headquartered in Courbevoie, France, Saint-Gobain SA (EPA:SGO) --
http://www.saint-gobain.com/-- is a producer, processor and   
distributor of materials, including glass, ceramics, plastics and
cast iron.  The company has five principal business activities:
the distribution of building materials to professionals and
consumers, which includes the subsidiaries Lapeyre and Point.P in
France and Jewson and Graham in the United Kingdom; the production
of high-performance materials, such as ceramics, plastics and
abrasives; the manufacture of flat glass, notably for use in the
automobile sector; the production of packaging, including glass
jars and bottles for foodstuffs, pharmaceuticals and beauty
products, and the manufacture of construction products, such as
insulation and pipes.  Saint-Gobain has over 1,000 consolidated
companies in total, and is represented in 49 countries worldwide.

                        About Owens Corning
    
Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--  
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The company filed for chapter 11 protection on Oct. 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants and wass represented by
Edmund M. Emrich, Esq., at Kaye Scholer LLP.  
On Sept. 28, 2006, the Honorable John P. Fullam, Sr., of the U.S.
District Court for the Eastern District of Pennsylvania affirmed
the order of Honorable Judith Fitzgerald of the U.S. Bankruptcy
Court for the District of Delaware confirming Owens Corning's
Sixth Amended Plan of Reorganization.  The Plan took effect on
Oct. 31, 2006, marking the company's emergence from Chapter 11.

                         *     *     *

Fitch placed Owens Corning's senior unsecured debt and preferred
stock ratings at "D".  The ratings, placed in October 2000, still
hold to date.


PHARMED GROUP: Wants to Hire Berger Singerman as Counsel
--------------------------------------------------------
Pharmed Group Holdings Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the Southern District of
Florida for permission to employ Berger Singerman P.A., as their
counsel, nunc pro tunc to Oct. 26, 2007.

Berger Singerman will:

   a. give advice to the Debtors with respect to their power and
      duties as debtor-in-possession and the continued management
      of their business operations;

   b. advice the Debtors with respect to their responsibilities in
      complying with the U.S. Trustee's operating guidelines and
      reporting requirements and with the rules of the Court;

   c. prepare motions, pleadings, orders, applications, adversary
      proceedings, and other legal documents necessary in the
      administration of these cases;

   d. protect the interest of the Debtors in all matters pending
      before the Court; and

   e. represent the Debtors in negotiations with their creditors
      and in the preparation of a plan.

The Debtors tell the Court that on Oct. 11, 2007, the firm
received $20,000 for payments of the outstanding balance
prepetition fees and expenses.

Paul Steven Singerman, Esq., a shareholder of firm, will charge
$475 per hour for this engagement, while Brian Rich, Esq., also a
shareholder of the firm, bills $370 per hour.  The firm's other
professionals compensation rates are:

      Designations            Hourly Rate
      ------------            -----------
      Attorneys               $250 - $475
      Associates              $250 - $370
      Legal Assistants         $75 - $160
      Paralegals               $75 - $160

Mr. Singerman 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.

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).  The Debtors selected Trumbull Group LLC as
claims and noticing agent.  When the Debtors filed for bankruptcy,
they listed assets between $1 million and $100 million and debts
of more than $100 million.


PYXIS ABS: Moody's Junks Ratings on Three Note Classes
------------------------------------------------------
Moody's Investors Service placed these notes issued by Pyxis ABS
CDO 2006-1 Ltd. on review for possible downgrade:

Class Descriptions:

   -- $900,000,000 Senior Swap Agreement

      Prior Rating: Aaa
      Current Rating: Aaa, on review for possible downgrade

   -- $180,000,000 Class A-1 Senior Secured Floating Rate
      Variable Funding Notes Due 2046

      Prior Rating: Aaa
      Current Rating: Aaa, on review for possible downgrade

   -- $113,500,000 Class A-2 Senior Secured Floating Rate Notes
      Due 2046

      Prior Rating: Aaa
      Current Rating: Aaa, on review for possible downgrade

   -- $93,500,000 Class B Secured Floating Rate Notes Due 2046

      Prior Rating: Aa2
      Current Rating: Aa2, on review for possible downgrade

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

   -- $89,000,000 Class C Secured Deferrable Floating Rate
      Notes Due 2046

      Prior Rating: A2
      Current Rating: Caa1, on review for possible downgrade

   -- $41,500,000 Class D Mezzanine Secured Deferrable Floating
      Rate Notes Due 2046

      Prior Rating: Baa2
      Current Rating: Caa2, on review for possible downgrade

   -- $61,875,000 Class X Subordinated Notes Due 2046

      Prior Rating: Baa3
      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.


RAHWAY HOSPITAL: Moody's Affirms Series 1998 Bonds' Ba2 Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 rating on Rahway
Hospital's outstanding Series 1998 bonds ($19 million).  The
stable outlook reflects the recent trend of improved operating
performance and patient volumes and expectations that the current
level of operating performance will be maintained in the near
term.

                        Legal Security

Series 1998 bonds are secured by a gross revenue pledge of Rahway
Hospital.  The Series 2003 bonds ($11 million) are backed by a
Letter of Credit from Wachovia and rated Aa2/VMIG1. The Letter of
Credit is due to expire in August 2008.

                  Interest Rate Derivatives

Floating-to-floating rate swap with Wachovia Bank based on
$11 million notional amount; expires 2010; management reports that
there are no collateral requirements.

                          Strengths

* Legal Affiliation with A2 rated Robert Wood Johnson
  University Hospital (New Brunswick) which has aided Rahway
  with its financial and strategic planning efforts

* Continued improvement in operating performance in fiscal year
  2006 (3% operating margin and 8% operating cash flow margin)
  and through eight months of FY 2007 (5.6% operating margin
  and 10.4% operating cash flow margin)

* Improved liquidity position through eight months of FY 2007
  with $24.4 million in unrestricted cash and investments (81
  days cash on hand) compared to $20.4 million (70 days cash on
  hand) at fiscal year end 2006

                          Challenges

* High reliance on Medicare, 60.2% of revenues, one of the
  highest in Moody's portfolio

* Location in fragmented market of Union and Middlesex counties  
  with other sizable community hospitals providing more array
  of services than Rahway; stagnant and aging population
  demographics in Rahway's primary service area

* High age of plant (18.4 years) due to low level of capital
  spending the last several years ($2.3 million by FYE 2007)
  due in part to liquidity pressures related to required
  pension contributions of $6 million in FY 2006 and $3.4
  million through eight months of FY 2007.

* Management is currently working on its three year capital
  budget and reviewing funding options which could possibly
  stress its debt ratios

                 Recent Developments/Results

Rahway Hospital reported a second consecutive year of improved
operating performance in fiscal year 2006 with an operating income
of $3.4 million (3% operating margin) and operating cash flow of
$9.1 million (8% operating cash flow margin) compared to an
operating income of $237 thousand (0.2% operating margin) and $6.3
million operating cash flow (5.9% operating cash flow margin) in
FY 2005.  The improved operating performance was attributed to
increases in both inpatient and outpatient volumes and slightly
improved payor mix with increases in patients with commercial
insurance.

Expense growth was mitigated with a focus on reducing length of
stay which allowed Rahway to trim nursing FTEs and significantly
reduce the usage of agency labor.  With improved operating
performance, debt coverage measures also improved to above average
levels with 3.56 times debt to cash flow and 2.80 times maximum
annual debt service coverage.  The trend of improved performance
has continued through eight months of FY 2007 with $4.5 million in
operating income (5.6% operating margin) and $8.4 million in
operating cash flow (10.4% operating cash flow margin) compared to
$1.3 million in operating income (1.8% operating margin) and $5.4
million in operating cash flow (7.3% operating cash flow margin)
in the prior period.  Moody's expects FY 2007 will show another
year of favorable results.

The improved volume trend was attributed to increased physician
recruitment from Union Hospital, which recently closed. Management
was able to recruit 60 physicians from Union starting in FY 2005
and bring additional volume to Rahway.  In addition, management's
strategy of increasing outpatient services with the opening of a
new fitness center in the Westfield/Scotch Plains area in early
2007 was bearing fruit with the growth in physical therapy
services which has more commercially insured patients.

A new Wound Care Center opened in July of 2007 and was expected to
be a loss leader, but is currently profitable.  Outpatient surgery
volumes, however, have declined in FY 2006 and continued to
decline through eight months of FY 2007 due to competition from
entrepreneurial physicians.  Management is currently looking to
attract surgeons in an effort to increase surgical volumes.

Despite the improved operating performance in FY 2006, Rahway's
unrestricted cash position at FYE 2006 declined slightly to $20.4
million (70 days cash on hand) from $22.2 million at FYE 2005.  
The decline in liquidity was attributed to Rahway's
$6 million contribution towards the pension.  Through eight months
of FY 2007, Rahway contributed $3.4 million towards the pension
and expects to have contributed a total of $3.8 million by FYE
2007.  Despite this pension requirement, unrestricted cash
position through eight months of FY 2007 improved to
$24.4 million (81 days cash on hand).  The improved liquidity
position was attributed to improvements in A/R and improved
operations.  Management is currently working on its three year
capital plan and exploring funding options.

Despite the closure of Union Hospital, Rahway Hospital's service
area remains crowded with many other community hospitals in Union
and Middlesex counties.  The immediate service area continues to
age as evidenced by the above average Medicare exposure (60% of
revenue).  Rahway Hospital does not have any material service
niche to distinguish itself in this market but its legal
affiliation with A2 rated Robert Wood Johnson University Hospital
continues to be a credit strength as RWJUH has aided Rahway with
managed care negotiations, information technology needs and
strategic planning.  While not legally obligated on Rahway's debt,
Moody's does not believe that RWJUH would allow Rahway to miss a
debt service payment.

Outlook

Moody's stable outlook reflects the trend of improved operating
performance the last two fiscal years and expectation of
maintaining current level of performance.

What could change the rating -- Up

Significantly improved and sustained operating performance;
increasing operating surpluses and cashflow generation; continued
gains in liquidity

What could change the rating - Down

Decline in liquidity in the near term; significant decline in
financial performance,

                       Key Indicators

Assumptions & Adjustments:

   -- Based on financial statements for Robert Wood Johnson
      University Hospital at Rahway And Affiliates

   -- First number reflects audit year ended Dec. 31, 2005

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

   -- Investment returns normalized at 6% unless otherwise
      noted

* Inpatient admissions: 7,491; 7,832

* Total operating revenues: $107.3 million; $114 million

* Moody's-adjusted net revenue available for debt service:
  $7.6 million; $10 million

* Total debt outstanding: $31.7 million; $29.9 million

* Maximum annual debt service: $3.6 million; $3.6 million

* Moody's-adjusted MADS Coverage with normalized investment
  income: 2.1 times; 2.8 times

* Debt-to-cash flow: 5.39 times; 3.56 times

* Days cash on hand: 78.9 days; 70 days

* Cash-to-debt: 70%; 68.4%

* Operating margin: 0.2%; 3%

* Operating cash flow margin: 5.9%; 8%

Outstanding bonds (as of Dec. 31, 2006)

   -- Series 1998: $19 million outstanding; Ba2


REABLE THERAPEUTICS: S&P Holds B Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Austin, Texas-based ReAble Therapeutics Inc. The
rating outlook is stable.  The corporate credit rating was
affirmed despite the additional debt and integration risk
associated with ReAble's proposed acquisition of DJO Inc.

At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to ReAble's proposed $100 million senior secured
revolving credit facility due 2013 and $1.055 billion term loan B
due 2014.  The credit facilities are rated 'BB-' (two notches
higher than the corporate credit rating on the company), with a
recovery rating of '1', indicating the expectation for very high
(90%-100%) recovery in the event of a payment default.  The credit
facilities will be issued by ReAble Therapeutics Finance LLC, a
subsidiary of ReAble Therapeutics Inc.  Following the acquisition
of DJO Inc., all ratings on DJO Inc. will be withdrawn.  At that
point, ReAble will assume the DJO name at its parent company and
subsidiaries.

S&P also assigned our 'CCC+' unsecured debt rating to ReAble
Therapeutics Finance's proposed $575 million senior unsecured
notes maturing in 2015 and affirmed our 'CCC+' subordinated debt
rating on ReAble Therapeutics Finance's existing
$200 million senior subordinated notes maturing in 2014.  Again,
ReAble Therapeutics Finance will become DJO Finance LLC following
the close of the transaction.  Proceeds from the financing as well
as incremental cash equity from the financial sponsor The
Blackstone Group will be used to fund the about $1.5 billion
purchase of DJO Inc.

ReAble Therapeutics Inc. is acquiring DJO Inc.  However, the
combined entity will assume the DJO Inc. name, and DJO's senior
management will predominantly run the combined entity.

"The ratings on ReAble overwhelmingly reflect the company's large
debt burden and associated interest expense," said Standard &
Poor's credit analyst Jesse Juliano.  "The ratings also reflect
the challenge of integrating the two entities and achieving much-
needed cost synergies, the potential for increased competition or
negative changes in third-party reimbursement, and the company's
acquisition-based growth strategy."

"These concerns are offset partially by ReAble's established
position in its niche orthopedic device markets, improved product
and customer diversity, long-standing customer relationships, and
a respectable record of new product development and enhancements,"
said Mr. Juliano.


REAL ESTATE: Section 341(a) Meeting Scheduled for December 4
------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Real
Estate Partners, Inc.'s creditors on Dec. 4, 2007, at 10:00 a.m.,
at Room 1-154, 411 West Fourth Street in Santa Ana, California.

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

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

Headquartered in Irvine, California, Real Estate Partners, Inc.,
dba Coldwell Banker Commercial R.E.P. --
http://www.realestatepartnersinc.com/-- is privately funded real  
estate investment and management services company specializing in
the acquisition, repositioning, management and disposition of high
growth properties.  The company and seven of its affiliates filed
for chapter 11 protection on Oct. 8, 2007 (Bankr. C.D. Calif. Case
Nos. 07-13239 though 07-13246).  Marc J. Winthrop, Esq., at
Winthrop Couchot, P.A., represents the Debtors.  When the Debtors
filed for protection from their creditors, they disclosed
estimated assets and debts between $1 million and $100 million.


REAL ESTATE: Wants Until Nov. 20 to File Schedules and Statement
----------------------------------------------------------------
Real Estate Partners, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Central District of California to extend,
until Nov. 20, 2007, their deadline to file schedules of assets
and liabilities and statement of financial affairs.

The Debtors tell the Court that they are aware of the importance
of the Schedule and that it must be complete and accurate.  The
Debtors contend that they will be unable to prepare and file the
said schedules by the prescribed time.

The Debtors further say that since their bankruptcy filing, they
have been expending a substantial amount of time preparing for
emergency hearing on certain of their motions filed as will as
dealing with the financial and operations issues.

Headquartered in Irvine, California, Real Estate Partners, Inc.,
dba Coldwell Banker Commercial R.E.P. --
http://www.realestatepartnersinc.com/-- is privately funded real  
estate investment and management services company specializing in
the acquisition, repositioning, management and disposition of high
growth properties.  The company and seven of its affiliates filed
for chapter 11 protection on Oct. 8, 2007 (Bankr. C.D. Calif. Case
Nos. 07-13239 though 07-13246).  Marc J. Winthrop, Esq., at
Winthrop Couchot, P.A., represents the Debtors.  When the Debtors
filed for protection from their creditors, they disclosed
estimated assets and debts between $1 million and $100 million.


REMY WORLDWIDE: Taps Greenberg Traurig as Special Counsel
---------------------------------------------------------
Remy Worldwide Holdings Inc. and its debtor-affiliates ask
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Greenbert Traurig, LLP, as their special
corporate advisory and litigation counsel nunc pro tunc Oct. 8,
2007.

Kerry A. Shiba, senior vice president and chief financial officer
of Remy Worldwide Holdings, Inc., relates that the Debtors
currently do not employ an experienced attorney who serves in the
role of "general counsel."  That void, he notes, is filled by
Greenberg Traurig, who, since 2006, has serviced the Debtors in
connection with corporate advisory and litigation matters.  As a
result, Greenberg Traurig, has become familiar with the Debtors'
business affairs.

The Debtors, thus, believe that Greenberg Traurig's continued
representation of them is essential to a successful Chapter 11
reorganization and will provide a substantial benefit to their
bankrupt estates.

Specifically, the Debtors have asked Greenberg Traurig to
continue to render services in connection with:

   -- advising and counseling them in connection with corporate
      advisory matters, including, but not limited to,
      corporate, securities, financing, transactional,
      intellectual property, environmental, and insurance
      matters unrelated to the administration of the Chapter 11
      cases;

   -- handling all aspects of non-bankruptcy litigation, as
      requested by the Debtors, including any pending
      prepetition litigation that would proceed in various
      forums postpetition; and

   -- any other corporate advisory or litigation services as
      requested by the Debtors.

To note, the Debtors have chosen Shearman & Sterling LLP and
Young Conaway Stargatt & Taylor LLP to provide them general
bankruptcy services.  Shearman & Sterling will chiefly be
responsible for providing general bankruptcy and reorganization
advice to the Debtors and Young Conaway will serve as the
Debtors' local Delaware counsel, while Greenberg will generally
focus on corporate advisory and litigation matters, Mr. Shiba
relates.  The Debtors assure the Court that they will undertake
efforts to minimize duplication of the professionals' work.  

The Debtors will pay for Greenberg Traurig's services on an
hourly basis in accordance with the firm's customary rates:

            Attorneys             $235 to $750
            Paraprofessionals     $65 to $230

The Debtors will also reimburse Greenberg Traurig for all the  
necessary cost and expenses the firm incurs in connection with
the contemplated services.  

Quinn P. Williams, Esq., a Greenberg Traurig professional,
assures the Court that his firm does not hold or represent any
interests adverse to the Debtors or their estates, in matters
upon which it is to be engaged.

Greenberg Traurig relates that it will conduct an ongoing review
to ensure that it continues neither to hold nor represent any
interests adverse to the Debtors or their estates.  If the firm
becomes aware of material information or relationships that it
determines require further disclosure, it will promptly disclose
that information to the Court on notice to the parties-in-interest
and the U.S. Trustee.

                    About Remy Worldwide

Based in Anderson, Indiana, Remy Worldwide Holdings Inc. acts as a
holding company of all the outstanding capital stock of Remy
International Inc.  Remy International --http://www.remyinc.com/-
- manufactures, remanufactures and distributes Delco Remy brand
heavy-duty systems and Remy brand starters and alternators,
locomotive products and hybrid power technology.  The company also
provides a worldwide components core-exchange service for
automobiles, light trucks, medium and heavy-duty trucks and other
heavy-duty, off-road and industrial applications.  Remy has
operations in the United Kingdom, Mexico and Korea, among others.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 8, 2007 (Bankr. D. Del. Cases No. 07-11481 to
07-11509).  Douglas P. Bartner, Esq., Fredric Sosnick, Esq., and
Michael H. Torkin, Esq., at Shearman & Sterling LLP, represent the
Debtors' in their restructuring efforts.  Pauline K. Morgan, Esq.,
Edmon L. Morton, Esq., and Kenneth J. Enos, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as co-counsels to the Debtors.  The
Debtors' claims agent is Kurtzman Carson Consultants LLC and their
restructuring advisor is AlixPartners, LLC.

At Sept. 30, 2006, Remy Worldwide's balance sheet showed total
assets of $919,736,000 and total liabilities of $1,265,648,000.  
(Remy Bankruptcy News; Issue No. 5, Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


REMY WORLDWIDE: Wants to Hire Ernst & Young as Accountant
---------------------------------------------------------
Remy Worldwide Holdings Inc. and its debtor-affiliates ask
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Ernst & Young LLP as their accountant, auditor
and tax services provider, nunc pro tunc Oct. 8, 2007.

Remy Worldwide Holdings, Inc. Senior Vice President and Chief
Financial Officer Kerry A. Shiba relates that the Debtors require
the services of a seasoned accountant, auditor and tax services
provider that is familiar with their businesses and the Chapter 11
process.  In the course of performing services for the Debtors
over the past years, Ernst & Young has developed a reserve of
institutional knowledge related to the Debtors' business,
finances, operations, systems, and capital structure, Mr. Shiba
points out.

Thus, Mr. Shiba relates, the services of Ernst & Young are
necessary for the Debtors to maximize the value of their estates
and to reorganize successfully.  

As the Debtors' accountant, Ernst & Young will:

   -- audit and report on the Debtors' consolidated financial
      statements for the year ended December 31, 2007;

   -- review the Debtors' unaudited interim condensed
      consolidated financial statements; and

   -- periodically perform research and consultations for the
      Debtors regarding financial accounting and auditing
      matters and participate in all scheduled meetings of the
      Debtors' Audit Committee, as requested.

Ernst & Young will also perform various tax services on a project
by project basis as authorized by the Debtors.  The projects may
include assistance with tax issues, transactional issues, or the
Debtors' dealings with tax authorities.  Specific tasks that may
be required of Ernst & Young in connection with the Tax Services
include:

   -- participation in meetings and telephone calls with the
      Debtors;

   -- participation in meetings and telephone calls with taxing
      authorities and other third parties; and

   -- review of transactional documentation, research of
      technical issues, and the preparation of technical
      memoranda, letters, e-mails, and other written
      documentation.

The Debtors will pay for Ernst & Young's services on an hourly
basis:

     Professionals                Hourly Rate
     -------------                -----------
     Partners and Principals      $530 to $800
     Senior Managers              $435 to $540
     Managers                     $275 to $340
     Seniors                      $195 to $270
     Staff                        $105 to $170

The Debtors will also reimburse the firm for any direct and
reasonable out-of-pocket expenses it incurs in connection its
retention with the Debtors.

Mr. Shiba notes that as of Oct. 8, 2007, the Debtors don't owe
Ernst & Young any outstanding balance with respect to services the
firm provided prior to the Petition Date.  The Debtors tell the
Court that during the 90 days immediately preceding the Petition
Date, they paid to Ernst & Young fees totaling $490,713.

Ernst & Young has advised the Debtors that it will coordinate
with the other retained professionals in the Debtors' bankruptcy
cases to eliminate unnecessary duplication or overlap of work.

Thomas R. Ertel, a partner of Ernst & Young, assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.  The firm do not have
an interest materially adverse to the Debtors' estates, according
to Mr. Ertel.  

None of the services Ernst & Young rendered to other entities are
related to the firm's contemplated services with the Debtors and
their Chapter 11 cases, Mr. Ertel adds.

                    About Remy Worldwide

Based in Anderson, Indiana, Remy Worldwide Holdings Inc. acts as a
holding company of all the outstanding capital stock of Remy
International Inc.  Remy International --http://www.remyinc.com/-
- manufactures, remanufactures and distributes Delco Remy brand
heavy-duty systems and Remy brand starters and alternators,
locomotive products and hybrid power technology.  The company also
provides a worldwide components core-exchange service for
automobiles, light trucks, medium and heavy-duty trucks and other
heavy-duty, off-road and industrial applications.  Remy has
operations in the United Kingdom, Mexico and Korea, among others.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 8, 2007 (Bankr. D. Del. Cases No. 07-11481 to
07-11509).  Douglas P. Bartner, Esq., Fredric Sosnick, Esq., and
Michael H. Torkin, Esq., at Shearman & Sterling LLP, represent the
Debtors' in their restructuring efforts.  Pauline K. Morgan, Esq.,
Edmon L. Morton, Esq., and Kenneth J. Enos, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as co-counsels to the Debtors.  The
Debtors' claims agent is Kurtzman Carson Consultants LLC and their
restructuring advisor is AlixPartners, LLC.

At Sept. 30, 2006, Remy Worldwide's balance sheet showed total
assets of $919,736,000 and total liabilities of $1,265,648,000.  
(Remy Bankruptcy News; Issue No. 5, Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


RMS LEASING: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: R.M.S. Leasing, L.L.C.
        825 South 30th Avenue
        Phoenix, AZ 85009

Bankruptcy Case No.: 07-05751

Chapter 11 Petition Date: October 31, 2007

Court: District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell, P.C.
                  7301 North 16th Street, Suite 103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296

Total Assets: $3,078,618

Total Debts:  $3,531,106

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


ROADHOUSE GRILL: Section 341(a) Creditors Meeting Set for Nov. 19
-----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Roadhouse
Grill, Inc., and R.H.G. Acquisition Corp.'s creditors on Nov. 19,
2007, at 8:30 a.m., at the Flagler Waterview Building, 1515 North
Flagler Drive, Room 870 in West Palm Beach, Florida.

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

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

Headquartered in Palm Beach, Florida, Roadhouse Grill, Inc. --
http://www.roadhousegrill.com/-- owned 57 restaurants and  
franchised 12 branches to five other companies.  The company and
its affiliate, R.H.G. Acquisition Corp., filed for chapter 11
protection on Oct. 8, 2007 (Bankr. S.D. Fla. Case Nos. 07-18410
and 07-18414).  When the Debtors filed for protection from their
creditors, they disclosed estimated assets and debts between
$1 million and $100 million.


ROADHOUSE GRILL: Court Okays Kelley & Fulton as Bankruptcy Counsel
------------------------------------------------------------------
Roadhouse Grill, Inc., and R.H.G. Acquisition Corp. obtained
authority from the U.S. Bankruptcy Court for the Southern District
of Florida to employ Kelley & Fulton P.A. as their bankruptcy
counsel.

As their counsel, Kelley & Fulton is expected to:

    a. advise the Debtors with respect to their powers and duties
       as debtors-in-possession and the continued management of
       their business operations;

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

    c. prepare motions, pleadings, orders, applications, adversary
       proceedings, and other legal documents necessary in the
       administration of the Debtors' cases;

    d. protect the interest of the Debtor in all matters pending
       before the Court; and

    e. represent the Debtors in the negotiation with its creditors
       in the preparation of a plan.

The Debtors disclose that they have paid the firm a $75,000
retainer.

Craig I. Kelley, Esq., a managing attorney of the firm, assures
the Court that his firm does not represent any interest adverse to
the Debtors or their estates and is a "disinterested person" as
defined in the Bankruptcy Code.

Mr. Kelley can be reached at:

         Craig I. Kelley, Esq.
         Kelley & Fulton P.A.
         1665 Palm Beach Lakes Boulevard
         The Forum-Suite 1000
         West Palm Beach, FL 33401
         Tel: (561) 491-1200
         Fax: (561) 684-3773
         http://www.kelleylawoffice.com/

Headquartered in Palm Beach, Florida, Roadhouse Grill, Inc. --
http://www.roadhousegrill.com/-- owned 57 restaurants and  
franchised 12 branches to five other companies.  The company and
its affiliate, R.H.G. Acquisition Corp., filed for chapter 11
protection on Oct. 8, 2007 (Bankr. S.D. Fla. Case Nos. 07-18410
and 07-18414).  When the Debtors filed for protection from their
creditors, they disclosed estimated assets and debts between
$1 million and $100 million.


ROADHOUSE GRILL: U.S. Trustee Appoints Members to Creditors Panel
-----------------------------------------------------------------
The U.S. Trustee for Region 21 appointed nine creditors to serve
on an Official Committee of Unsecured Creditors in Roadhouse
Grill, Inc., and R.H.G. Acquisition Corp.'s chapter 11 cases.

The Committee members are:

    1. Tonto Capital Partners GP
       c/o Ayman Sabi
       1440 South Ocean Boulevard, Apartment 11-B
       Pompano Beach, FL 33062
       Tele: (954) 868-2319 or (954) 783-4285

    2. John Lewis, Jr.
       Sr. Managing Counsel
       The Coca-Cola Company
       P.O. Box 1734-Mail Stop NAT 2006
       Atlanta, GA 30301
       Tel: (404) 676-4016
       Fax: (404) 598-4016

    3. Francis Lee Kok Chuan
       Authorized Representative
       Berjaya Group (Cayman)
       Limited & Prime Gaming Phillipines, Inc.
       Level 12, Directorate 2
       Berjaya Times Square, No. 1, Jalan, Imbi
       Tel: (603) 21491832
       Fax: (603) 21449585

    4. Ronald Buck
       Managing Member of the General Partner of Corsair Special
       Situations Fund, L.P.
       747 Third Avenue, 38th Floor
       New York, NY 10017
       Tel: (212) 351-5961
       Fax: (212) 351-5969

    5. Richard Hall
       Auto-Chlor Financial Director
       Johnson Diversey dba Auto-Chlor
       746 Poplar Avenue
       Memphis, TN 38105
       Tel: (901) 579-2310
       Fax: (901) 544-9340

    6. Marcos Lapciuc
       Lapciuc Group, Inc.
       1430 Northwest 88th Avenue
       Miami, FL 33137
       Tel: (305) 592-4500
       Fax: (305) 592-0144

    7. William Savickas
       Yankee Produce Co.
       P.O. Box 310327
       Tampa, FL 33680
       Tel: (813) 361-5866
       Fax: (813) 237-4350 (call first)

    8. Steve Saterbo
       108 Campbell Drive
       Winter Haven, FL 33882

    9. Lloyd W. Baldridge, Jr.
       ommissary Operations, Inc. dba COI Foodservice
       2629 Eugenia Avenue
       Nashville, TN 37211

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

Headquartered in Palm Beach, Florida, Roadhouse Grill, Inc. --
http://www.roadhousegrill.com/-- owned 57 restaurants and  
franchised 12 branches to five other companies.  The company and
its affiliate, R.H.G. Acquisition Corp., filed for chapter 11
protection on Oct. 8, 2007 (Bankr. S.D. Fla. Case Nos. 07-18410
and 07-18414).  When the Debtors filed for protection from their
creditors, they disclosed estimated assets and debts between
$1 million and $100 million.


ROCKY ROBINSON: Court Gives Nod to Tyler Bartl as Counsel
---------------------------------------------------------
U.S. Bankruptcy Court for the Eastern District of Virginia gave
Rocky Robinson permission to employ Tyler, Bartl, Gorman &
Ramsdell, P.L.C., as its bankruptcy counsel.

Tyler Bartl is expected to:

    a. act as the Debtor's general bankruptcy counsel;

    b. assist the Debtor with the preparation of its schedules;

    c. represent the Debtor at creditors' meetings;

    d. advise the Debtor of its duties and responsibilities under
       the Bankruptcy Code;

    e. assist in preparing monthly accounting forms; cash flow
       analysis and financial matters arising under the Code;

    f. assist and advise the Debtor in determining whether to
       assume or reject any executory contracts;

    g. draft documents to reflect any settlement/s reached with
       secured creditors;

    h. work for the resolution of motions for relief from stay and
       adequate protection;

    i. determine whether reorganization, dismissal, or conversion
       are in the best interests of the Debtor and its creditors;

    j. working with the Official Committee of Unsecured Creditors
       and other counsel, if any;

    k. work on any disclosure statement and plan of
       reorganization; and

    l. assist the Debtor in other matters that arise in the normal
       course of administration of its bankruptcy proceeding.

The Debtor discloses that it has paid the firm a $20,000 retainer.  
The Debtor tells the Court that the firm's counsels bill at a
range of $150 to $325 per hour.  Thomas P. Gorman, Esq., an
attorney of the firm, will bill $325 per hour for this engagement.

TO the best of the Debtor's knowledge, the firm is disinterested
as that term is defined in the Bankruptcy Code.

Mr. Gorman can be reached at:

         Thomas P. Gorman, Esq.
         Tyler, Bartl, Gorman & Ramsdell, P.L.C.
         700 South Washington Street, Suite 216
         Alexandria, VA 22314
         Tel: (703) 549-5000
         http://www.tbgrlaw.com/

Based in Leesburg, Virginia, Rocky Robinson filed for chapter 11
protection on Sept. 26, 2007 (Bankr. E.D. Va. Case No. 07-12701).  
When the Debtor filed for protection from its creditors, it
disclosed estimated assets and debts between $1 million and
$100 million.  The Debtor's list of its 20 largest unsecured
creditors showed claims aggregating to more than $20 million.


SAGITTARIUS CDO: S&P Puts Four Low-B Rated Notes on CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Sagittarius CDO I Ltd.'s class A and B notes on CreditWatch with
negative implications.

Standard & Poor's noted that Sagittarius triggered an event of
default on Oct. 24, 2007, under Section 5.1(j) of the indenture,
dated March 15, 2007, and failed the default par value coverage
ratio.

In addition, Standard & Poor's has recently received notices of
EODs on six other U.S. collateralized debt obligation of asset-
backed securities transactions, which contain
overcollateralization ratio EOD triggers that are tied to the
ratings of the assets that make up the transaction's collateral
pool.  These EODs have been triggered by rating agencies' negative
rating actions of certain U.S. residential mortgage-backed
securities transactions and the subsequent reduction in the
calculated par value of collateral in the O/C EOD ratio.

Not all CDO transactions include these so-called "rating-based"
O/C EOD triggers, which vary widely across CDOs that do include
them.  However, a breach of the O/C ratio threshold can change a
transaction's priority of payments and lead to the CDO's early
termination.  Based on the transaction's unique terms, the EOD is
either waived or rescinded (this may be driven by the votes of the
deciding or "controlling" class of the senior-most or senior
noteholders).  

If the EOD is not waived or rescinded, it may cause the
transaction to accelerate, which means it can either remain in
acceleration or liquidate the collateral.  To the extent that the
transaction is accelerated, it will typically change the priority
of payments to a true sequential waterfall, which stops interest
and principal payments to all classes of notes that are
subordinate to the super senior swap or the senior-most class of
notes outstanding.  An acceleration could also lead to the
transaction's early termination and a liquidation of the assets
owned by the CDO.

As Standard & Poor's receives notices of EODs, S&P will place all
affected notes on CreditWatch with negative implications. Standard
& Poor's will perform ongoing reviews based on the underlying
assets' performance.  If the EOD results in an acceleration,
liquidation, or rescission, Standard & Poor's
will evaluate the ratings in the transaction by performing a cash
flow analysis and considering any changes to the priority of
payments.  Standard & Poor's will adjust each liability's rating,
if appropriate, to reflect the opinion that the liability will be
paid on or before its respective legal
final maturity date.  Standard & Poor's will publish further
details and guidance on EODs in CDOs in a forthcoming commentary.
   
          Ratings Placed on Creditwatch Negative

Sagittarius CDO I Ltd.
   
          Class                                 Rating
          -----                                 ------
          A                                  AAA/Watch Neg
          B                                   AA/Watch Neg
   
          Ratings Outstanding on Creditwatch Negative
   
        Transaction                Class         Rating
        -----------                -----         ------
     ACA ABS 2007-2 Ltd.           A1J       AAA/Watch Neg
     ACA ABS 2007-2 Ltd.           A1M       AAA/Watch Neg
     ACA ABS 2007-2 Ltd.           A2         AA/Watch Neg
     ACA ABS 2007-2 Ltd.           A3          A/Watch Neg
     ACA ABS 2007-2 Ltd.           B1        BBB/Watch Neg
     ACA ABS 2007-2 Ltd.           B2       BBB-/Watch Neg
     Adams Square Funding I Ltd.   A         AAA/Watch Neg
     Adams Square Funding I Ltd.   B-1        AA/Watch Neg
     Adams Square Funding I Ltd.   B-2       AA-/Watch Neg
     Adams Square Funding I Ltd.   C           A/Watch Neg
     Adams Square Funding I Ltd.   D         BBB/Watch Neg
     Adams Square Funding I Ltd.   E         BB+/Watch Neg
     Carina CDO Ltd.               A-2       AAA/Watch Neg
     Carina CDO Ltd.               B-1        AA/Watch Neg
     Carina CDO Ltd.               B-2       AA-/Watch Neg
     Carina CDO Ltd.               C-1         A/Watch Neg
     Carina CDO Ltd.               C-2        A-/Watch Neg
     Carina CDO Ltd.               D-1      BBB+/Watch Neg
     Carina CDO Ltd.               D-2       BBB/Watch Neg
     Carina CDO Ltd.               D-3      BBB-/Watch Neg
     Carina CDO Ltd.               X-1       BBB/Watch Neg
     Carina CDO Ltd.               X-2      BBB-/Watch Neg
     Sagittarius CDO I Ltd.        C           A/Watch Neg
     Sagittarius CDO I Ltd.        D-1      BBB+/Watch Neg
     Sagittarius CDO I Ltd.        D-2       BBB/Watch Neg
     Sagittarius CDO I Ltd.        D-3      BBB-/Watch Neg
     Sagittarius CDO I Ltd.        E        BBB-/Watch Neg
     Sagittarius CDO I Ltd.        X        BBB-/Watch Neg
     Sherwood III ABS CDO Ltd.     A1J       AAA/Watch Neg
     Sherwood III ABS CDO Ltd.     A2         AA/Watch Neg
     Sherwood III ABS CDO Ltd.     A3          A/Watch Neg
     Sherwood III ABS CDO Ltd.     B         BBB/Watch Neg
     Sherwood III ABS CDO Ltd.     C          BB/Watch Neg
     Vertical ABS CDO 2007-1 Ltd.  A1J       AAA/Watch Neg
     Vertical ABS CDO 2007-1 Ltd.  A2         AA/Watch Neg
     Vertical ABS CDO 2007-1 Ltd.  A3          A/Watch Neg
     Vertical ABS CDO 2007-1 Ltd.  B1        BBB/Watch Neg
     Vertical ABS CDO 2007-1 Ltd.  B2       BBB-/Watch Neg
     Vertical ABS CDO 2007-1 Ltd.  C          BB/Watch Neg
     Vertical ABS CDO 2007-1 Ltd.  I        BBB-/Watch Neg
     Webster CDO I Ltd.            A-1LB     AAA/Watch Neg
     Webster CDO I Ltd.            A-2L       AA/Watch Neg
     Webster CDO I Ltd.            A-3L        A/Watch Neg
     Webster CDO I Ltd.            A-4L     BBB+/Watch Neg
     Webster CDO I Ltd.            B-1L      BBB/Watch Neg
     Webster CDO I Ltd.            B-2L     BBB-/Watch Neg
     Webster CDO I Ltd.            B-3L      BB+/Watch Neg


SEALY MATTRESS: S&P Rates $440 Million Senior Loans at BB+
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its bank loan and
recovery ratings to Sealy Mattress Co.'s $440 million senior
secured term loans.  At the same time, S&P raised the rating on
Sealy Mattress Co.'s existing $125 million revolving credit
facility that matures in 2010.  The term loan facility, consisting
of a $300 million term loan A due 2011 and a $140 million term
loan E due 2012, was rated 'BB+', two notches above the corporate
credit rating on Sealy Mattress Co.'s parent, Sealy Corp., and was
assigned a recovery rating of '1', indicating expectations of very
high (90%-100%) recovery in a the event of a payment default.  The
rating on the existing revolver was raised to 'BB+' from 'BB-',
and the recovery rating was revised to '1' from '2', reflecting
the amended financing structure and our revised issue rating
framework.  

The proceeds of the term loans were used to repay the outstanding
balance on the company's prior term loan, and the ratings on this
loan have been withdrawn.

                         Ratings List

Sealy Corp.

      Corporate Credit Rating       BB-/Stable/--

Ratings Assigned:

Sealy Mattress Co.

      Senior Secured Debt                     BB+
      Recovery Rating                           1

Ratings Action:

Sealy Mattress Co.
                                 To              From
                                 --              ----
      Senior Secured Revolver    BB+             BB-
      Recovery Rating            1               2


SMURFIT-STONE: Solid Performance Prompts S&P to Lift Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Smurfit-Stone Container Corp. and its subsidiaries to
'B+' from 'B'.  The outlook is stable.  At the same time, S&P
raised the senior secured ratings of the company's subsidiaries to
'BB' from 'BB-' and senior unsecured debt ratings to 'B-' from
'CCC+'.

"The upgrade reflects the combination of the company's continued
solid operating performance and meaningful debt reduction as a
result of improved containerboard market conditions," said
Standard & Poor's credit analyst
Pamela Rice.  "In addition, balanced supply and demand
fundamentals should continue to support favorable pricing, and the
company's strategic initiatives are improving profitability.  
These factors, along with lower debt and interest expense, have
resulted in credit measures that are reaching levels more
appropriate for the higher rating."

Smurfit-Stone had total debt of $4.7 billion and debt to EBITDA of
5.3x at Sept. 30, 2007.

Smurfit-Stone is the largest containerboard producer and maker of
corrugated containers in North America.

"We could revise the outlook to negative if market conditions
reverse the progress of the last year because of worse-than-
expected U.S. economic conditions, price declines, or greater-
than-expected cost pressures," Ms. Rice said.  "We could revise
the outlook to positive if the company can improve its
cost structure beyond current expectations and further reduce its
heavy debt burden."


SOLOMON DWEK: Case Summary & 253 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Solomon Dwek
        311 Crosby Avenue
        Deal, NJ 07723

Bankruptcy Case No.: 07-11757

Debtor-affiliate filing separate Chapter 11 petition on
October 31, 2007:

      Entity                                     Case No.
      ------                                     --------
      Monmouth Consulting Services, L.L.C.       07-25913

Debtor-affiliate filing separate Chapter 11 petition on
October 22, 2007:

      Entity                                     Case No.
      ------                                     --------
      Dwek Land, L.L.C.                          07-25349
      Dwek Motors, L.L.C.                        07-25350

Debtor-affiliate filing separate Chapter 11 petition on
October 15, 2007:

      Entity                                     Case No.
      ------                                     --------
      170 Broad, L.L.C.                          07-24922

Debtor-affiliate filing separate Chapter 11 petition on
October 12, 2007:

      Entity                                     Case No.
      ------                                     --------
      Copper Gables, L.L.C.                      07-24829
      Dwek Homes, L.L.C.                         07-24832
      Myrtle Avenue Land, L.L.C.                 07-24835
      Dwek Wall Gas, L.L.C.                      07-24836
      Grant Avenue Estates, L.L.C.               07-24837
      Neptune City Stores, L.L.C.                07-24839

Debtor-affiliate filing separate Chapter 11 petition on
September 27, 2007:

      Entity                                     Case No.
      ------                                     --------
      Tinton Falls Land, LLC                     07-23872

Debtor-affiliates filing separate Chapter 11 petitions on
September 4, 2007:

      Entity                                     Case No.
      ------                                     --------
      WLB Center, LLC                            07-22630
      Asbury Gas, LLC                            07-22632
      Jemar Enterprises, LLC                     07-22633
      Melville Dwek, LLC                         07-22634
      Newport WLB, LLC                           07-22635
      Red Bank Gas, LLC                          07-22636
      WLB Highway, LLC                           07-22638

Debtor-affiliates that filed separate Chapter 11 petitions
before August 24, 2007:

      Entity                                     Case No.
      ------                                     --------
      Dwek Branches, L.L.C.                      07-22035
      Dwek Assets, L.L.C.                        07-22036
      WLB Center, LLC                            07-21752
      Dwek Properties, LLC                       07-20939
      Neptune Medical, LLC                       07-18766
      Dwek Raleigh, L.L.C.                       07-18316
      Greenwood Plaza Acquisitions, L.L.C.       07-18317
      Sinking Springs II, L.L.C.                 07-18318
      Sinking Springs, L.P.                      07-18320
      1631 Highway 35, L.L.C.                    07-16041
      167 Monmouth Road, L.L.C.                  07-16045
      2100 Highway 35, L.L.C.                    07-16048
      230 Broadway, L.L.C.                       07-16049
      264 Highway 35, L.L.C.                     07-16052
      374 Monmouth Road, L.L.C.                  07-16053
      55 North Gilbert, L.L.C.                   07-16054
      601 Main Street, L.L.C.                    07-16055
      6201 Route 9, L.L.C.                       07-16057
      Aberdeen Gas, L.L.C.                       07-16058
      Bath Avenue Holdings, L.L.C.               07-16060
      Belmar Gas, L.L.C.                         07-16061
      Berkeley Heights Gas, L.L.C.               07-16062
      Brick Gas, L.L.C.                          07-16064
      Dover Estates, L.L.C.                      07-16065
      Dwek Gas, L.L.C.                           07-16066
      Dwek Hopatchung, L.L.C.                    07-16067
      Dwek Income, L.L.C.                        07-16068
      Dwek Ohio, L.L.C.                          07-16069
      Dwek Pennsylvania, L.P.                    07-16071
      Dwek Wall, L.L.C.                          07-16072
      Dwek Woodbridge, L.L.C.                    07-16073
      Kadosh, L.L.C.                             07-16074
      Lacey Land, L.L.C.                         07-16075
      Monmouth Plaza, L.L.C.                     07-16076
      P&Y Holdings, L.L.C.                       07-16077
      Sugar Maple Estates, L.L.C.                07-16078
      West Bangs Avenue, L.L.C.                  07-16079
      Beach Mart, L.L.C.                         07-16104
      Dwek Trenton Gas, LLC                      07-12794
      Neptune Gas, LLC                           07-12796
      Route 33 Medical, LLC                      07-12798
      1111 Eleventh Avenue                       07-12799
      Dwek North Olden, LLC                      07-12800
      Dwek State College, LLC                    07-12802

Creditors who filed involuntary chapter 7 petitions against
Solomon Dwek:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
PNC Bank, N.A.                   Loans                $22,993,731
5th Avenue and Wood Street
Pittsburgh, PA 15222

Washington Mutual Bank           Loans                $22,660,558
1301 2nd Avenue
WMC 3501
Seattle, WA 98101

Four Star Builders               Indemnification of       $58,387
1301 Route 33, Suite 3E          Claim on Home
Neptune, NJ 07753                Buyer's Warranty

Type of Business: The Debtors are properties of real estate
                  developer Solomon Dwek.  Mr. Dwek was accused of
                  defrauding P.N.C. Bank by depositing a bad
                  $25-million check on April 24, 2006 and then
                  transferring out most of the money the next day.

                  An involuntary chapter 7 petition was filed
                  against Mr. Dwek on Feb. 9, 2007 with the U.S.
                  Bankruptcy Court for the District of New Jersey.
                  On Feb. 22, 2007, the Court converted the case
                  to a chapter 11 reorganization under supervision
                  of a trustee.

Chapter 11 Petition Date: May 5, 2007

Court: District of New Jersey (Trenton)

Debtors' Counsel: Timothy P. Neumann, Esq.
                  Broege, Neumann, Fischer & Shaver, LLC
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484
                  Fax: (732) 223-2416

Financial condition of debtor-affiliate that filed on
October 31, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
Monmouth Consulting Services, L.L.C.   $1,100,198            $0

Financial condition of debtor-affiliate that filed on
October 22, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
Dwek Land, L.L.C.                      $4,415,000      $619,085
Dwek Motors, L.L.C.                    $1,290,000        $7,044

Financial condition of debtor-affiliate that filed on
October 15, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
170 Broad, L.L.C.                      $2,900,000    $1,400,518

Financial condition of debtor-affiliates that filed on
October 12, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
   Copper Gables, L.L.C.               $1,100,000    $5,393,910
   Dwek Homes, L.L.C.                 $11,508,847    $6,623,529
   Myrtle Avenue Land, L.L.C.          $1,251,362       $73,744
   Dwek Wall Gas, L.L.C.                 $375,000            $0
   Grant Avenue Estates, L.L.C.        $6,200,100   $31,896,093
   Neptune City Stores, L.L.C.         $1,100,000    $5,393,910

Financial condition of debtor-affiliates that filed on
September 27, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
   Tinton Falls Land, LLC                $800,000   $10,266,876

Financial condition of debtor-affiliates that filed on
September 4, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
   WLB Center, LLC                     $6,012,081    $3,652,480
   Asbury Gas, LLC                       $500,000      $132,298
   Jemar Enterprises, LLC              $2,200,000      $924,538
   Melville Dwek, LLC                    $425,000        $7,224
   Newport WLB, LLC                    $5,500,297    $4,903,989
   Red Bank Gas, LLC                   $1,030,000       $46,008
   WLB Highway, LLC                    $1,411,615    $7,000,000

Financial condition of debtor-affiliates that filed before
August 24, 2007:

                                     Total Assets   Total Debts
                                     ------------   -----------
   Dwek Branches, LLC                 $14,638,167   $18,125,863
   Dwek Assets, LLC                   $21,096,393   $16,510,850
   WLB Center, LLC                     $6,012,081    $3,652,480
   Dwek Properties, LLC               $17,809,448   $23,403,588
   Neptune Medical, LLC                $3,206,961    $2,865,749
   Dwek Raleigh, L.L.C.                $6,250,291    $5,120,286
   Greenwood Plaza                     $7,384,944    $5,332,924
      Acquisitions LLC
   Sinking Springs II, L.L.C.          $4,317,585    $2,676,477
   Sinking Springs, L.P.               $3,958,181    $3,919,222
   1631 Highway 35, L.L.C.               $969,824      $235,379
   167 Monmouth Road, L.L.C.           $2,010,780      $782,872
   2100 Highway 35, L.L.C.             $3,364,561   $20,126,806
   230 Broadway, L.L.C.                $1,024,775    $5,411,444
   264 Highway 35, L.L.C.                $804,745      $422,973
   374 Monmouth Road, L.L.C.             $756,984    $5,115,620
   55 North Gilbert, L.L.C.            $5,100,907    $3,618,102
   601 Main Street, L.L.C.             $2,486,713    $5,000,000
   6201 Route 9, L.L.C.                $1,500,048    $1,136,975
   Aberdeen Gas, L.L.C.                  $300,100           $75
   Bath Avenue Holdings, L.L.C.          $427,386    $5,002,253
   Belmar Gas, L.L.C.                    $902,777    $7,000,000
   Berkeley Heights Gas, L.L.C.        $3,765,774    $9,590,389
   Brick Gas, L.L.C.                     $569,110            $0
   Dover Estates, L.L.C.               $5,000,000    $2,078,935
   Dwek Gas, L.L.C.                    $3,909,148    $3,000,000
   Dwek Hopatchung, L.L.C.               $901,509      $645,506
   Dwek Income, L.L.C.                 $8,491,631   $12,071,262
   Dwek Ohio, L.L.C.                     $630,065      $504,185
   Dwek Pennsylvania, L.P.             $1,505,779    $1,142,160
   Dwek Wall, L.L.C.                   $4,283,804    $2,213,029
   Dwek Woodbridge, L.L.C.             $4,995,979    $2,863,687
   Kadosh, L.L.C.                        $900,121      $750,395
   Lacey Land, L.L.C.                    $850,027      $290,075
   Monmouth Plaza, L.L.C.                $752,829      $399,380
   P&Y Holdings, L.L.C.                  $637,630      $338,640
   Sugar Maple Estates, L.L.C.         $7,520,388    $5,472,159
   West Bangs Avenue, L.L.C.             $500,536      $248,343
   Beach Mart, L.L.C.                    $855,318    $5,468,135

A list of 180 largest unsecured creditors for the debtor-
affiliates that filed before August 24, 2007, is available for
free at http://researcharchives.com/t/s?232f    

A. WLB Center, LLC's List of its Four Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property                 Property                $1,310
Management, LLC                  Management
167 Monmouth Road
Oakhurst, NJ 07755

JCP&L                                                   Unknown
P.O. Box 3687
Akron, OH 44309-3687

NJ American Water Co.                                   Unknown
P.O. Box 371331
Pittsburgh, PA 15250-7331

NJNG                                                    Unknown
P.O. Box 1378
Belmar, NJ 07715-0001

B. Asbury Gas, LLC's List of its Seven Largest Unsecured
Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Brinkerhoof Environmental        Environmental         $122,415
Services                         Services at former
1913 Atlantic Avenue             Gulf Service
Suite R5                         Station
Manasquan, NJ 08736

Capital Property                 Property Management     $4,000
Management, LLC
167 Monmouth Road
Oakhurst, NJ 07755

Dickstein Associates Agency      Insurance               $2,844
4001 Asbury Avenue
Neptune, NJ 07753

JCP&L                            Utilities                 $129

NJ DEP                                                  Unknown

Township of Neptune                                        $785
Sewer Authority

Rent-A-Fence, Inc.                                         $196

C. Jemar Enterprises, LLC's List of its Three Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Coastal Property                 Property                  $120
Maintenance, LLC                 Maintenance
167 Monmouth Road
Oakhurst, NJ 07755

Cutting Edge Lawn Service, LLC                             $350
17 Tall Oaks Drive
Hazlet, NJ 07730

NJ DEP                                                  Unknown
401 East State Street
Trenton, NJ 08625

D. Melville Dwek, LLC's List of its Two Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property                 Property                $4,000
Management, LLC                  Management
167 Monmouth Road
Oakhurst, NJ 07755

NJ DEP                                                  Unknown
401 East State Street
Trenton, NJ 08625

E. Newport WLB, LLC's List of its 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Penn Federal Savings Bank                               $45,074
[unknown address]

Key Equipment Finance Co.                                $4,824
P.O. Box 203901
Houston, TX 77216-3901

NJ American Water Co.                                    $2,011
P.O. Box 371331
Pittsburgh, PA 15250-7331

Cutting Edge Lawn                                        $1,696
Service, LLC

Kleen Rite                                               $1,353

Morris County Elevator                                     $198

NJ Natural Gas Co.                                         $171

JRG Termite & Pest Control       Tenant                    $128

Dew Drop Lawn Sprinklers, LLC                               $53

Meridian Health Realty Corp.     Tenant                 Unknown

Dr. Christian Pierson            Tenant                 Unknown

Sovereign Bank                   Tenant                 Unknown

F. Red Bank Gas, LLC's List of its Four Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property                 Property                $4,000
Management, LLC                  Management
167 Monmouth Road
Oakhurst, NJ 07755

DMR Lawns & Landscapes, Inc.     Landscaping             $1,160
28 Broad Street
Eatontown, NJ 07724

Coastal Property                 Property                  $883
Maintenance, LLC                 Management
167 Monmouth Road
Oakhurst, NJ 07755

NJ DEP                                                  Unknown
401 East State Street
Trenton, NJ 08625

G. WLB Highway, LLC and Tinton Falls Land, LLC do not have
   any creditors who are not insiders.

D. Copper Gables, LLC's List of its Five Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Shore Mechanical Services                                $1,541
407 N. Riverside Drive
Neptune, NJ 07753

N.J. American Water Co.          Utilities               $1,072
Box 371331
Pittsburgh, PA 15250-7331

J.C.P.&L.                        Utilities               $1,070
P.O. Box 3687
Akron, OH 44309-3687

Cutting Edge Lawn Service,       Landscaping             $1,070
L.L.C.

Coastal Property  Maintenance,   Property                  $389
L.L.C.                           Maintenance

E. Dwek Homes, LLC's List of its 15 Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Township of Lakewood             1745 Ridge             Unknown
212 Fourth Street                Avenue,
Lakewood, NJ 08701               Lakewood, NJ
                                 Property held by
                                 Joseph Dwek and
                                 Yeshua, L.L.C.,
                                 transferred
                                 pursuant to Interim
                                 Settlement
                                 Agreement; value
                                 of security:
                                 $345,000

                                 178 Williamsburg       Unknown
                                 Lane, Lakewood,
                                 NJ Property held
                                 by Joseph Dwek
                                 and Yeshua, L.L.C.,
                                 transferred
                                 pursuant to Interim
                                 Settlement
                                 Agreement; value
                                 of security:
                                 $165,000

                                 335 Woodlake           Unknown
                                 Manor Drive,
                                 Lakewood, NJ
                                 Property held by
                                 Joseph Dwek and
                                 Yeshua, L.L.C.,
                                 transferred
                                 pursuant to Interim
                                 Settlement
                                 Agreement; value
                                 of security:
                                 $155,000

                                 627 River Avenue,      Unknown
                                 Lakewood, NJ
                                 Property held by
                                 Joseph Dwek and
                                 Yeshua, L.L.C.,
                                 transferred
                                 pursuant to Interim
                                 Settlement
                                 Agreement; value
                                 of security:
                                 $275,000

Coventry Square Condominium                              $1,085
Association
445 East Kennedy Boulevard
Lakewood, NJ 08701

Coastal Property Maintenance,                              $963
L.L.C.
167 Monmouth Road
Oakhurst, NJ 07755

N.J. Natural Gas Co.                                        $28

David Shoenfeld                  Lease                  Unknown

Oscar Rugama                     Lease                  Unknown

Pablo Ortega                     Lease                  Unknown

Raul Gonzalez                    Lease                  Unknown

Rosalina Vega                    Lease                  Unknown

Senaia Rosonicic                 Lease                  Unknown

Tia Askew                        Lease                  Unknown

Tiffany Strand                   Lease                  Unknown

Tisha Covington                  Lease                  Unknown

Capital Property Management,     Property               Unknown
L.L.C.                           Management

Dickstein Associates Agency      insurance              Unknown

F. Myrtle Avenue Land, LLC does not have any creditors who are
   insiders.

G. Dwek Wall Gas, LLC's List of its Two Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property Management,     Property               Unknown
L.L.C.                           Management
167 Monmouth Road
Oakhurst, NJ 07755

Dickstein Associates Agency      insurance              Unknown
4001 Asbury Avenue
Neptune, NJ 07753

H. Grant Avenue Estates, LLC's List of its Five Largest Unsecured
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property Management,     Property                $4,000
L.L.C.                           Management
167 Monmouth Road
Oakhurst, NJ 07755

Franey Muha Alliant                                      $3,939

Hochberg, Addeo & Associates,                              $670
L.L.C.

Coastal Property Maintenance,    Property                  $264
L.L.C.                           Maintenance

Dickstein Associates Agency                                $250

I. Neptune City Stores, LLC's largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property Management,     Property                $6,200
L.L.C.                           Management
167 Monmouth Road
Oakhurst, NJ 07755

J. 170 Broad, LLC's largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Tax Collector                    Commercial             unknown
Township of Red Bank             Building located
90 Monmouth Street               at 170 Broad
Red Bank, NJ 07701               Street, Red Bank,
                                 NJ Property held
                                 by Joseph Dwek
                                 and Yeshua,
                                 L.L.C., transferred
                                 pursuant to Interim
                                 Settlement; value
                                 of security:
                                 $2,900,000; value
                                 of senior lien:
                                 $1,394,810

J.C.P.&L.                        Utilities               $4,923
P.O. Box 3687
Akron, OH 44309-3687

Fly by Night Cleaning Service    Trade debt                $786

K. Dwek Land, LLC's Eight largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Capital Property Management,     Property                $4,000
L.L.C.                           Management
167 Monmouth Road
Oakhurst, NJ 07755

The Hartford                                             $1,931
P.O. Box 580
Hartford, CT 06104-2907

Miller Lawn Care Service,                                  $481
L.L.C.
200 Court Place
Brick, NJ 08723

Dickstein Associates Agency                                $100

Brick Township Municipal         Utilities                  $91
Authorities

New Jersey American Water Co.                                $8

New Jersey Natural Gas Co.                                   $5

J.C.P.&L.                                                    $2

L. Dwek Motors, LLC's Five largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Coastal Property Maintenance,    Property                  $749
L.L.C.                           Maintenance - J.
167 Monmouth Road                Dwek
Oakhurst, NJ 07755

Capital Property Management,     Property                  $500
L.L.C.                           Management
167 Monmouth Road
Oakhurst, NJ 07755

Cutting Edge Lawn Service,       Landscaping,- J.          $428
L.L.C.                           Dwek
17 tall Oaks Drive
Hazlet, NJ 07730

The Cumberland Insurance Group   Property insurance        $352
                                 - J. Dwek

Atlantic Lock & Safe             J. Dwek                    $80

M. Monmouth Consulting Services, LLC's Largest Unsecured
   Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Township of Neptune              1335 -10th Avenue      Unknown
25 Neptune Boulevard             Neptune, NJ;
Neptune, NJ 07753                value of security:
                                 $600,000


SPX CORP: Earns $92.9 Million in Third Quarter Ended Sept. 30
-------------------------------------------------------------
SPX Corporation reported Wednesday results for the third quarter
ended Sept. 30, 2007.  

Net income was $92.9 million compared with a loss of $48.1 million  
in the year-ago quarter.  The year-ago quarter included a loss
from discontinued operations of $98.8 million related primarily to
the loss on the discontinuance of Contech.  The current quarter
included $19.1 million of income tax benefits from the settlement
of certain tax matters and reductions in certain foreign statutory
tax rates, which contributed to an effective tax rate for the
quarter of 13.1%.

Revenues increased 19.3% to $1.23 billion from $1.03 billion in
the year-ago quarter.  Organic revenue growth was 13.2%, while
completed acquisitions and the impact of currency fluctuations
increased reported revenues by 3.4% and 2.7%, respectively.
     
Segment income and margins were $166.3 million and 13.5%, compared
with $137.4 million and 13.3% in the year-ago quarter.  The
increase in segment income and margins was driven primarily by
increased demand for the company's power and energy infrastructure
products.

Net cash from continuing operations was $37.1 million, compared
with $108.5 million in the year-ago quarter.  Free cash flow from
continuing operations was $18.6 million, compared with
$91.0 million in the year-ago quarter.  The decline in cash flow
was due primarily to investments in working capital to support
growth.

Chris Kearney, chairman, president and chief executive officer
said, "Our focus on power and energy infrastructure continued to
drive strong organic growth in the third quarter, and we are
pleased with the solid margin improvement in three of our four
segments.  As expected, our Test and Measurement segment continues
to experience difficulties related to the domestic automotive
market."

Kearney continued, "We exceeded our earnings per share
expectations for the third quarter, and are raising our full year
adjusted diluted net income per share guidance range to $4.70 to
$4.80 from the previous range of $4.50 to $4.70."
    
"In addition, we have announced a definitive agreement to acquire
APV, a global manufacturer of process equipment and engineering
solutions, from Invensys PLC.  This will expand our global reach
and footprint, particularly for the sanitary flow markets.  We
expect this acquisition, along with our growing exposure to global
infrastructure, to drive significant value for SPX in 2008 and
beyond," Kearney concluded.

                     Discontinued Operations

During the third quarter of 2007, the company committed to a plan
to divest its air filtration product line, which was previously
reported in the Flow Technology segment.  It is anticipated that a
sale will be completed in the first half of 2008.  The financial
condition, results of operations, and cash flows of the air
filtration product line have been reported as discontinued
operations.  As a result of the planned divestiture, the company
recorded a net charge of $11.0 million during the quarter to "Loss
on disposition of discontinued operations, net of tax"  in
order to reduce the net assets to be sold to their estimated
realizable value.
    
In addition, during the third quarter of 2007, the company
recognized an income tax benefit of $11.8 million to "Loss on
disposition of discontinued operations, net of tax" relating to
corrections to income taxes associated primarily with gains on
certain dispositions during 2005.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$5.30 billion in total assets, $3.46 billion in total liabilities,
$7.8 million in minority interest, and $1.83 billion in total
shareholders' equity.
    
                   Credit Facility Refinancing

On Sept. 21, 2007, the company disclosed that it had entered into
new syndicated senior secured credit facilities in an aggregate
amount of $2.3 billion, comprised of the following:

     - a five year term loan facility in an aggregate principal       
       amount of $750 million,
  
     - a five year global multi-currency revolving credit facility
       available for loans up to the equivalent of $200 million,
     
     - a five year domestic revolving credit facility, available
       for loans and letters of credit, in an aggregate principal
       amount up to $400 million, and
     
     - a five year foreign credit instrument facility, available
       for performance letters of credit and guarantees, in an
       aggregate principal amount up to the equivalent of
       $950 million.

The new committed facilities replaced the existing senior secured
credit facilities of SPX, which have been terminated.  In
connection with the termination of the previous facilities, the
company incurred charges of $3.3 million in the quarter, including
$2.3 million for the write-off of deferred financing fees,
$200,000 for an early termination fee, and $800,000 for costs
associated with the termination of then-existing interest rate
swaps.

                        Share Repurchases

During the third quarter of 2007, the company repurchased
2.7 million shares of its common stock for $234.1 million.
Year-to-date, the company has repurchased 9.0 million shares of
its common stock for $715.9 million.  The company's 10b5-1 trading
plan announced in May 2007 has been completed.

                       About SPX Corp

Headquartered in Charlotte, North Carolina, SPX Corporation
(NYSE:SPW) -- http://www.spx.com/-- is a global multi-industry   
manufacturing company.  It provides flow technology, test and
measurement products and services, thermal equipment and services,
and industrial products and services.  Its infrastructure-related
products and services include wet and dry cooling systems, thermal
service and repair work, heat exchangers and power transformers
into the global power market. It has four business segments: Flow
Technology, Test and Measurement, and Thermal Equipment and
Services, and Industrial Products and Services.


SPX CORP: Inks Definitive Pact to Acquire APV from Invensys PLC
---------------------------------------------------------------
SPX Corporation disclosed Wednesday that it has entered into a
definitive agreement to acquire APV.  APV is a division of
Invensys PLC, an international industrial automation,
transportation and controls group located in London.  APV will
become a part of SPX's Flow Technology segment.
    
APV's primary products include pumps, valves, heat exchangers and
homogenizers for the food, dairy, beverage and pharmaceutical
industries.  SPX expects the transaction to close by year-end
2007, subject to customary regulatory approvals and closing
conditions.
    
SPX has agreed to pay approximately GBP250 million for APV
(approximately $510 million).  Revenues for APV were about
$800 million for the fiscal year ending March 31, 2007.  SPX plans
to fund the acquisition with a mixture of borrowings and cash on
hand.

                       About SPX Corp

Headquartered in Charlotte, North Carolina, SPX Corporation
(NYSE:SPW) -- http://www.spx.com/-- is a global multi-industry   
manufacturing company.  It provides flow technology, test and
measurement products and services, thermal equipment and services,
and industrial products and services.  Its infrastructure-related
products and services include wet and dry cooling systems, thermal
service and repair work, heat exchangers and power transformers
into the global power market. It has four business segments: Flow
Technology, Test and Measurement, and Thermal Equipment and
Services, and Industrial Products and Services.


SPX CORP: Fitch Affirms BB+ Issuer Default Rating
-------------------------------------------------
Fitch Ratings affirmed SPX Corporation's ratings and revised the
Rating Outlook to Stable from Positive.

   -- Issuer Default Rating at 'BB+';
   -- Senior secured bank debt at 'BB+';
   -- Senior unsecured debt at 'BB+'.

At Sept. 30, 2007 SPX had about $1.2 billion of debt outstanding.

The revision of the Rating Outlook to Stable reflects the
announcement from SPX earlier today regarding its agreement to
acquire APV for about $510 million.  SPX plans to fund the
acquisition with cash and debt which will boost leverage modestly
above its target range.  APV, a division of Invensys PLC, makes
process equipment such as pumps and valves and will become part of
SPX's flow technology segment.  The transaction is expected to
close before the end of 2007.

Earlier this year, Fitch had revised the Rating Outlook to
Positive based on expectations for continued operating
improvements, stronger cash flow and SPX's disciplined financial
policies.  Fitch's view of SPX's fundamental performance has not
changed, but the acquisition of APV will temporarily increase
SPX's leverage and delay the company's attainment of a stronger
credit profile.  SPX is maintaining its long-term leverage target
for gross debt/EBITDA at 1.5x to 2x, as defined in its bank
agreement.  This range is somewhat understated when compared to
unadjusted measures.  The company plans to reduce gross
debt/EBITDA to 2x or less by early 2009 which Fitch believes is
realistic given the company's solid operating results and expected
benefits from the integration of APV.

The ratings also incorporate SPX's diverse business portfolio, its
ongoing implementation of comprehensive and more-effective
business practices across the company, and solid demand in many of
its infrastructure and energy markets.  SPX has been focused on
developing its key markets, and the APV acquisition is consistent
with this strategy.  During 2007 acquisitions have been relatively
modest, but the company made a substantial amount of share
repurchases through the first nine months of the year.  Future
share repurchases are likely to be minimal until SPX reduces
leverage.

Rating concerns include integration risk related to acquisitions,
competitive end-markets, and challenging conditions in the Test &
Measurement segment which is exposed to weak demand from North
American automotive customers. Additional acquisitions could
potentially pressure SPX's ratings, but the company has ample
liquidity and cash flow. Fitch anticipates that SPX will continue
to maintain a disciplined approach to managing its financial
position.

In September 2007, SPX refinanced its bank facilities to provide
additional liquidity for future growth.  The new five-year secured
facilities, which total $2.3 billion, include $600 million of
revolving credit facilities, a $750 million term loan, and a
$950 million foreign letter of credit facility.  SPX's liquidity
also included $283 million of cash at Sept. 30, 2007.  SPX's bank
facilities continue to be secured by capital stock which would
become secured by substantially all assets if credit ratings on
the facilities were to fall to certain levels as defined in the
bank agreement.


STACK 2006-1: Moody's Junks Rating on $5 Mil. Class VII Notes
-------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible downgrade these notes issued by Stack 2006-1 Ltd.:

Class Descriptions:

   -- $55,000,000 Class II Senior Floating Rate Notes due 2046

      Prior Rating: Aaa
      Current Rating: Aaa, on review for possible downgrade

   -- $49,500,000 Class III Senior Floating Rate Notes due 2046

      Prior Rating: Aa2
      Current Rating: Aa2, on review for possible downgrade

Moody's also Downgrades and Places on review for possible
downgrade these notes:

   -- $11,000,000 Class IV Senior Floating Rate Notes due 2046

      Prior Rating: Aa3
      Current Rating: A3, on review for possible downgrade

   -- $11,500,000 Class V Mezzanine Floating Rate Deferrable
      Notes due 2046

      Prior Rating: A2
      Current Rating: Ba1, on review for possible downgrade

   -- $24,000,000 Class VI Mezzanine Floating Rate Deferrable
      Notes due 2046

      Prior Rating: Baa2
      Current Rating: B1, on review for possible downgrade

   -- $5,000,000 Class VII Mezzanine Floating Rate Deferrable
      Notes due 2046

      Prior Rating: Ba1, on review for possible downgrade
      Current Rating: Caa1, 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 subprime
RMBS securities.


STONEYBROOK TOWNHOMES: Case Summary & Five Largest Creditors
------------------------------------------------------------
Debtor: Stoneybrook Townhomes, L.L.C.
        734 Ordnance Drive
        Church Hill, TN 37642

Bankruptcy Case No.: 07-51561

Type of Business: The Debtor owns and manages apartments.

Chapter 11 Petition Date: October 31, 2007

Court: Eastern District of Tennessee (Greeneville)

Debtor's Counsel: Mark S. Dessauer, Esq.
                  Hunter, Smith & Davis
                  1212 North Eastman Road
                  P.O. Box 3740
                  Kingsport, TN 37664
                  Tel: (423) 378-8840
                  Fax: (423) 378-8801

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Five Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Rodger D. Stewart, Jr.         loan                  $1,575,386
Deanna L. Stewart,
Kevin S. Stewart,
Tonya S. Stewart.
Timothy Stewart
214 Reno Street
Rogersville, TN 37857

County Clerk                   2006 real estate      $4,410
Hawkins County, Tennessee      taxes
110 East Main Street,
Room 204
Rogersville, TN 37857
Tel: (423) 272-7002

City of Church Hill,           2006 real estate      $1,589
Tennessee                      taxes
P.O. Box 366
Church Hill, TN 37642

The Citizens Bank of           lienholder            $0
East Tennessee

Thomas Peters, Esq.            attorney's fees       unknown


SUSSER HOLDINGS: Prices $150MM Offering of 10-5/8% Sr. Notes
------------------------------------------------------------
Susser Holdings LLC and Susser Finance Corporation, the
subsidiaries of Susser Holdings Corporation, have priced their
private offering of $150 million aggregate principal amount of
10-5/8% Senior Notes due 2013.
    
The Notes will be sold to investors at a price of 102.5% of the
principal amount thereof, plus accrued interest from June 15,
2007.  The Notes will have identical terms to the Issuers'
existing 10-5/8% Senior Notes due 2013, of which $120 million
aggregate principal amount are currently outstanding.

The Notes will bear interest at an annual rate of 10-5/8% and
mature on Dec. 15, 2013.  The first interest payment on the
Notes will be payable on Dec. 15, 2007, and interest will accrue
on the Notes from June 15, 2007.
    
The issuers will use the net proceeds from the sale of the Notes,
together with borrowings under the Issuers' new revolving credit
and term loan facilities, a concurrent sale/leaseback transaction
and cash on hand, to fund the acquisition by Susser of TCFS
Holdings Inc., a Texas corporation and the parent of the Town &
Country Food Stores chain of convenience stores.

The Notes offering is scheduled to close on Nov. 13, 2007, subject
to satisfaction and waiver of certain conditions, including the
concurrent closing of the acquisition of TCFS by Susser Holdings
Corporation and the other related financing transactions.

               About Susser Holdings Corporation
    
Based in Corpus Christi, Texas, Susser Holdings Corporation
(NASDAQ: SUSS) -- http://www.susser.com/-- operates more than 320  
convenience stores in Texas and Oklahoma under the
Stripes and Circle K brands, offering motor fuel, merchandise,
food service (under its own Laredo Taco Company brand) and other
services.  Its wholesale segment purchases branded and unbranded
motor fuels from refiners and distributes it to the company's
retail convenience stores, contracted independent operators of
convenience stores, unbranded convenience stores and commercial
users.

Susser Holdings Corporation indirect subsidiaries are Susser
Holdings LLC and Susser Finance Corporation.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2007,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Susser Holdings LLC.  At the same time, S&P
lowered the company's senior unsecured debt rating to 'B' from
'B+'.  All ratings have been removed from CreditWatch, where they
were placed with negative implications on Sept. 21, 2007.  The
outlook is negative.

Additionally, Moody's Investors Service confirmed the corporate
family rating of Susser Holdings LLC at B1, downgraded the $120
million 10.625% senior note (2013) issue to B3 (LGD-5, 78%) to be
consistent with Moody's loss given default methodology following
the change in the capital structure, and rated the proposed $150
million add-on to the 2013 notes at B3 (LGD-5, 78%).  The rating
outlook is stable and the speculative grade liquidity rating
remains SGL-2.


TALLSHIPS FUNDING: Moody's Cuts Ratings on Two Notes to Low-B
-------------------------------------------------------------
Moody's Investors Service placed these notes issued by Tallships
Funding, Ltd. on review for possible downgrade:

Class Descriptions:

   -- $360,000,000 Class A-1 Floating Rate Senior Secured Notes
      due 2047

      Prior Rating: Aaa
      Current Rating: Aaa, on review for possible downgrade

   -- $65,000,000 Class A-2 Floating Rate Senior Secured Notes
      due 2047

      Prior Rating: Aa2
      Current Rating: Aa2, on review for possible downgrade

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

   -- $50,000,000 Class B Floating Rate Subordinate Secured
      Deferrable Notes due 2047

      Prior Rating: A2
      Current Rating: Baa3, on review for possible downgrade

   -- $37,500,000 Class C Floating Rate Junior Subordinate
      Secured Deferrable Notes due 2047

      Prior Rating: Baa2
      Current Rating: Ba2, on review for possible downgrade

   -- $30,000,000 Class D Floating Rate Junior Subordinate
      Secured Deferrable Notes due 2047

      Prior Rating: Ba1
      Current Rating: B2, 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.


TARPON INDUSTRIES: Reduces Debt with Sale of Steelbank Unit
-----------------------------------------------------------
Tarpon Industries, Inc. had netted $1.3 million in proceeds from
the sale of machinery and equipment at its Canadian subsidiary,
Steelbank.  The proceeds will be used to reduce existing company
debt.

As reported in the Troubled Company Reporter on Sept. 21, 2007,
Tarpon disclosed that Steelbank had filed a Notice of Intention to
make a Proposal pursuant to the Bankruptcy & Insolvency Act for
the purpose of conducting a sale or liquidation of Steelbank.
Steelbank, a producer of mechanical and structural steel tubing,
had experienced continuing declining sales and operating losses.  
For 2006 and the first 6 months of 2007, Steelbank had operating
losses of approximately $5,590,000, accounting for approximately
53% of Tarpon's operating loss for the same period.

"We are pleased to report that by paying off 100% of Steelbank's
debt, Tarpon has improved its balance sheet and has eliminated
ongoing operating losses by closing that subsidiary." said James
W. Bradshaw, CEO of Tarpon.  "More importantly, our company' s
attention and energies are galvanized and focused on growing our
profitable engineered steel racking systems business, SpaceRak.

"Over the last year, Tarpon has broadened its market penetration,
particularly within national accounts, by providing quality
engineered and customized steel racking solutions and attentive
customer service.  With the improvements to our balance sheet and
operating performance, we can now better harness our resources to
take advantage of solid market opportunities to expand our markets
and grow Tarpon's SpaceRak business."

                     About Tarpon Industries

Headquartered in Marysville, Michigan, Tarpon Industries Inc.
(AMEX: TPO) -- http://www.tarponind.com/-- through its wholly     
owned subsidiaries within the United States and Canada,
manufactures and sells structural and mechanical steel tubing and
engineered steel storage rack systems.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 26, 2007,
Rehman Robson expressed substantial doubt about Tarpon Industries
Inc.'s ability to continue as a going concern after auditing the
company's financial statements for the year ended Dec. 31, 2006.  
The auditor pointed to the company's sustained recurring net
losses since its inception, negative working capital, and default
of its principle loan agreements due to its violation of specific
financial and non-financial debt covenants.



TESORO PETROLEUM: Fitch Says Tracinda Offer Won't Affect Ratings
----------------------------------------------------------------
Fitch Ratings does not anticipate an immediate ratings impact on
Tesoro Petroleum Corporation's ratings following the announcement
that Tracinda Corporation, led by Kirk Kerkorian, has launched a
cash tender for 21.9 million Tesoro shares.  If accepted, the
tendered shares, added to Tracinda's current 4% stake, would
increase Tracinda's total holdings to 20% of Tesoro's common
stock.

Fitch's current ratings for Tesoro are:

   -- Issuer Default Rating 'BB+';
   -- Bank facility 'BBB-';
   -- Senior unsecured notes/debentures 'BB+'.

The rating outlook is stable.

While the announcement of the tender is not enough to warrant a
change in Tesoro's Rating Outlook at this point in time, Fitch
notes that the risks to the down side have increased for Tesoro's
ratings.  Fitch anticipates that the tender, if successful, could
raise pressure on management to redirect its free cash flow toward
shareholder-friendly activities, an action which could ultimately
weaken bondholder protection levels.  For the latest 12 months
ending June 30, 2007, Tesoro's free cash flow (cash flow from
operations - capex - dividends) stood at nearly $1 billion while
share buybacks were well below $100 million.

While Fitch believes that the announcement is not a positive for
bondholders, Fitch also acknowledges that there are many current
uncertainties as to how an increased Tracinda stake in the company
would ultimately play out, including the ultimate motivations of
the buyer, the willingness of the board to fund increased
shareholder activities or future acquisitions through leverage,
and the refining crack spread environment going forward.  As a
result, Fitch's Outlook for Tesoro remains Stable at this point.

Tesoro's ratings are supported by its improving debt metrics, the
scale and diversification benefits created by its recent
acquisition of Shell's 100,000 barrels per day Wilmington refinery
and retail assets, and the favorable outlook for refining margins,
especially in the supply-constrained West Coast market.  

Offsetting factors include high future capital spending
requirements, the possibility of additional leveraging
transactions, and the volatility of refining margins.

Tesoro owns and operates seven crude oil refineries with a rated
crude oil capacity of about 663,000 bpd, including the recently
acquired Wilmington refinery in California.  Five of Tesoro's
refineries are on the West Coast, with facilities in California,
Alaska, Hawaii, and Washington. Tesoro also has refineries in Salt
Lake City, Utah, and Mandan, North Dakota.  Tesoro sells refined
products wholesale or through its network of branded retail
outlets.


THORPE INSULATION: Section 341(a) Creditors Meeting Set on Nov. 27
------------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Thorpe
Insulation Co.'s creditors on Nov. 27, 2007, at 10:00 a.m., at 725
South Figueroa Street, Room 2610 in Los Angeles, California.

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

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

Based in Long Beach, California, Thorpe Insulation Co. supplied
and distributed asbestos thermal insulation in Southern
California.  The company's products included pipe and boiler
insulation, asbestos cloth and insulating mud.  The Company filed
for chapter 11 protection on Oct. 15, 2007 (Bankr. C.D. Calif.
Case No. 07-19271).  Jeremy V. Richards, Esq., and Scotta E.
McFarland, Esq., at Pachulski, Stang, Ziehl & Jones, L.L.P.,
represent the Debtor.  When the Debtor filed for protection from
its creditors, it disclosed estimated assets and debts of more
than $100 million.


TOPANGA CDO: Moody's Lowers Ratings on Three Notes to Low-B
-----------------------------------------------------------
Moody's Investors Service placed these notes issued by Topanga CDO
II, Ltd. on review for possible downgrade:

Class Descriptions:

   -- $650,000,000 Class S Floating Rate Senior Secured Notes
      Due 2046

      Prior Rating: Aaa
      Current Rating: Aaa, on review for possible downgrade

   -- $161,000,000 Class A-1 Floating Rate Senior Secured Notes
      Due 2046

      Prior Rating: Aaa
      Current Rating: Aaa, on review for possible downgrade

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

   -- $60,000,000 Class A-2 Floating Rate Senior Secured Notes
      Due 2046

      Prior Rating: Aa2
      Current Rating: A3, on review for possible downgrade

   -- $45,000,000 Class B Floating Rate Subordinate Secured
      Deferrable Notes Due 2046

      Prior Rating: A2
      Current Rating: Ba2, on review for possible downgrade

   -- $42,000,000 Class C Floating Rate Junior Subordinate
      Secured Deferrable Notes Due 2046

      Prior Rating: Baa2
      Current Rating: B1, on review for possible downgrade

   -- $20,000,000 Class D Floating Rate Junior Subordinate
      Secured Deferrable Notes Due 2046

      Prior Rating: Ba2
      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.


UNITED RENTALS: Provides Update on Unit's Tender Offer
------------------------------------------------------
United Rentals, Inc. disclosed the Total Consideration to be paid
with respect to the tender offers and consent solicitations of
United Rentals (North America), Inc., the company's wholly owned
subsidiary, for URNA's:

   * outstanding 6-1/2% Senior Notes due 2012,
   * outstanding 7-3/4% Senior Subordinated Notes due 2013, and
   * outstanding 7% Senior Subordinated Notes due 2014.

The calculation of the Total Consideration is subject to the terms
and conditions of the tender offers and consent solicitations,
which are being conducted pursuant to URNA's Offer to Purchase and
Consent Solicitation Statement and related Consent and Letter of
Transmittal, each dated Oct. 16, 2007.  The tender offers and
consent solicitations are being made in connection with the
anticipated merger of RAM Acquisition Corp., an entity indirectly
controlled by affiliates of Cerberus Capital Management, L.P.,
with and into the Company.

The consent payment deadline relating to the Notes expired on Oct.
29, 2007 at 5:00 p.m., New York City time.  As of the Consent
Date, URNA had received tenders of notes and deliveries of related
consents from holders of approximately $998 million or 99.8% of
the $1 billion aggregate principal amount of the 6-1/2 % Notes
outstanding, approximately $517 million or 98.4% of the $525
million aggregate principal amount of the 7-3/4 % Notes
outstanding, and approximately $371 million or 99.0% of the
$375 million aggregate principal amount of the 7% Notes
outstanding.

The company reported that, subject to the terms and conditions of
the tender offers and consent solicitations, the Total
Consideration to be paid by URNA for each $1,000 principal amount
of:

   (i) 6-1/2% Notes validly tendered and not properly withdrawn
       on or prior to the Consent Date has been fixed at
       $1,036.83,

  (ii) 7-3/4% Notes validly tendered and not properly withdrawn
       on or prior to the Consent Date has been fixed at
       $1,069.02, and

(iii) 7% Notes validly tendered and not properly withdrawn on
       or prior to the Consent Date has been fixed at
       $1,064.30.

The Total Consideration amounts include the consent payment of
$30.00 per $1,000 principal amount of notes tendered.  Holders
will also be entitled to accrued interest up to, but not
including, the settlement date.  Holders who have tendered or will
validly tender their Notes after the Consent Date, but at or prior
to 12:00 midnight November 13, 2007 will not be eligible to
receive the Consent Fee.  The Total Consideration amounts
described above were determined based upon the pricing formula set
forth in the Statements and assume a settlement date of Nov. 14,
2007 (which settlement date is subject to change in the event the
Expiration Date is extended).

The consents are sufficient to effect all proposed amendments to
the indentures governing the Notes, as set forth in the
Statements.  The company anticipates that URNA will execute
supplemental indentures effecting the proposed amendments to the
indentures governing the Notes shortly.  These supplemental
indentures will become operative only if URNA accepts the Notes
of the applicable series for payment pursuant to the terms of the
applicable tender offer.  When the amendments become operative,
they will be binding on the holders of Notes regardless of whether
they have been tendered for purchase in the tender offers.

URNA has retained Credit Suisse Securities (USA) LLC, Banc of
America Securities LLC, Morgan Stanley & Co. Incorporated and
Lehman Brothers Inc. to serve as the Dealer Managers and
Solicitation Agents for the tender offers and consent
solicitations. Requests for documents may be directed to D.F. King
& Co., Inc., the Tender Agent and Information Agent, by telephone
at (800) 488-8095 (toll-free) or (212) 269-5550 (collect).  
Questions regarding the tender offers and consent solicitations
may be directed to Credit Suisse Securities (USA) LLC, at (212)
325-4951 (collect), Banc of America Securities LLC, at (888) 292-
0070 (toll-free) or (704) 388-9217 (collect), Morgan Stanley & Co.
Incorporated, at (800) 624-1808 (toll-free) or (212) 761-1864
(collect), or Lehman Brothers Inc. at (800) 438-3242 (toll-free)
or (212) 528-7581 (collect).

                      About United Rentals

Greenwich, Connecticut-based United Rentals Inc. (NYSE: URI) --
http://unitedrentals.com/-- is an equipment rental company with  
an integrated network of over 690 rental locations in 48 states,
10 Canadian provinces and Mexico.  The company's more than 12,000
employees serve construction and industrial customers, utilities,
municipalities, homeowners and others.  The company offers for
rent over 20,000 classes of rental equipment with a total original
cost of $4.0 billion.  United Rentals is a member of the Standard
& Poor's MidCap 400 Index and the Russell 2000 Index(R).

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 11, 2007,
Fitch Ratings affirmed the long-term Issuer Default Rating at
'BB-' for United Rentals Inc. and United Rentals (North America),
Inc.  Fitch removed all ratings from Rating Watch negative.  The
rating outlook is stable.  About $2.6 billion in debt was affected
by the action.


VISTEON CORP: Sept. 30 Balance Sheet Upside-Down by $162 Million
----------------------------------------------------------------
Visteon Corporation disclosed Wednesday third quarter 2007
results.  

The company's consolidated balance sheet at Sept. 30, 2007, showed
$7.119 billion in total assets, $6.993 billion in total
liabilities, and $288 million in minority interests in
consolidated subsidiaries, resulting in a $162 million total
shareholders' deficit.

Third quarter 2007 net loss of $109 million was reduced by
$68 million compared to the third quarter 2006 net loss of
$177 million.  Third quarter 2007 results include $14 million of
non-cash asset impairments.  EBIT-R of negative $33 million was an
improvement of $94 million over the negative $127 million EBIT-R
reported in the third quarter 2006.  These improvements were
primarily driven by favorable cost performance resulting from the
company's ongoing restructuring and cost-reduction efforts.

EBIT-R represents net loss before net interest expense, provision
for income taxes and extraordinary item and excludes impairment of
long-lived assets and net unreimbursed restructuring charges.

For the third quarter 2007, total sales were $2.55 billion,
including favorable foreign currency of approximately
$100  million.  Sales from continuing operations for the third
quarter 2006 were $2.58 billion.  Product sales to Ford Motor Co.
declined 15%, or $163 million, to $893 million, primarily
reflecting divestitures, sourcing actions and product mix.  
Product sales to other customers increased 9%, or $126 million, to
$1.52 billion and represented 63% of total product sales.

"Our third quarter results show the fundamental improvement we
have achieved across our business," said Michael F. Johnston,
chairman and chief executive officer.  "We are making progress in
every aspect of our improvement plan by implementing our
restructuring actions as planned and continuing to improve and
grow our operations to position Visteon for long-term success."

                          Restructuring

Visteon has completed 17 of the 30 previously identified
restructuring activities under its three-year improvement plan and
has disclosed three additional actions.  During the third quarter
2007, Visteon completed the sale of its non-core powertrain
operation located in Chennai, India for cash proceeds of
$30 million.  Visteon made progress implementing the previously
disclosed closures of its Connersville and Bedford, Ind.,
facilities.  During the third quarter of 2007, the company reached
an agreement with the local labor union at Bedford to cease
operations by mid-2008.  The company remains on track to cease
production at Connersville in December of this year.  

On Oct. 18, 2007, Visteon disclosed that it had entered into a
non-binding memorandum of understanding for the sale its non-core
chassis facility located in Swansea, Wales, United Kingdom.  The
completion of the transaction is subject to customary agreements
and approvals and is expected to close by the end of 2007.

Upon the completion of the Bedford, Connersville and Swansea
actions, 20 of the 30 facilities actions included in the company's
restructuring plan will have been addressed.

"Our continued success in winning new business from customers
around the world speaks to the strength of Visteon's product
capability and global engineering and manufacturing footprints,"
said Donald J. Stebbins, president and chief operating officer.

                     Nine Month 2007 Results

For the first nine months of 2007, sales from continuing
operations were $8.41 billion including favorable foreign currency
of approximately $400 million.  Sales from continuing operations
for the same period in 2006 were $8.45 billion.  During 2007,
product sales to Ford declined 14%, or $525 million, to
$3.15 billion, reflecting lower North American production volumes,
divestitures, sourcing actions and product mix.  Sales to other
customers increased 11%, or $494 million, to $4.85 billion and
represented 61% of total product sales.

Visteon reported a net loss of $329 million for the first nine
months of 2007 compared with a net loss of $124 million for the
same period a year ago.  2007 results include $77 million of non-
cash asset impairments compared with $22 million in the same
period a year ago.  EBIT-R of negative $64 million for the first
nine months of 2007 was lower by $128 million when compared to
positive $64 million in the same period of 2006.  Lower 2007
EBIT-R primarily reflects the non-recurrence of 2006 benefits
attributable to the settlement of various post-retirement benefit
obligations and customer commercial negotiations, 2007 costs
associated with the company's restructuring activities and lower
customer volumes and product mix, principally in North America.
These factors were partially offset by cost performance and
benefits from restructuring actions.

                     Cash Flow and Liquidity

Cash used by operating activities totaled $53 million for the
third quarter 2007 compared with $34 million a year ago.  The
increase in cash used by operating activities is primarily a
result of an approximately $70 million reduction in receivable
sales under the company's European securitization facility.  Free
cash flow was negative $141 million for third quarter 2007
compared with negative $116 million for the same period in 2006.
Visteon used $38 million of cash from operations for the first
nine months of 2007 compared with $42 million of cash provided by
operations for the first nine months of 2006.  For the first nine
months of 2007, free cash flow was a use of $270 million, compared
with a use of $223 million for the same period a year ago.

As of Sept. 30, 2007, Visteon had cash balances totaling
$1.4 billion and total debt of $2.7 billion.  Additionally, no
amounts were drawn on the company's $350 million asset-based U.S.
revolving credit facility, and the company had availability under
its $325 million European receivables securitization facility of
about $140 million.

                   About Visteon Corporation
    
Based in Van Buren Township, Michigan, Visteon Corp. (NYSE: VC) --
http://www.visteon.com/-- is a global automotive supplier that   
designs, engineers and manufactures innovative climate, interior,
electronic, and lighting products for vehicle manufacturers, and
also provides a range of products and services to aftermarket
customers.  The company's other corporate offices are in Shanghai,
China; and Kerpen, Germany.  The company has facilities in 26
countries and employs approximately 43,000 people.

                          *     *     *

In November 2006, Moody's Investor Service placed Visteon Corp.'s
long term corporate family  and probability of default ratings at
'B3'.  The ratings still hold to date.


WACHOVIA AUTO: Fitch Affirms BB Rating on Class E Notes
-------------------------------------------------------
Fitch Ratings affirmed all outstanding classes of the Wachovia
Auto Loan Owner Trust 2006-2 transaction, as:

   -- Class A-2 notes at 'AAA';
   -- Class A-3 notes at 'AAA';
   -- Class A-4 notes at 'AAA';
   -- Class B notes at 'AA';
   -- Class C notes at 'A';
   -- Class D notes at 'BBB+';
   -- Class E notes at 'BB'.

The securities are backed by a pool of new and used automobile and
light-duty truck installment loans originated by Wachovia Bank
N.A.

The collateral continues to perform within Fitch's expectations.  
Currently under the credit enhancement structure, the securities
can withstand stress scenarios consistent with the rating
categories and still make full payments of interest and principal
in accordance with the term of the documents.  The ratings reflect
the servicing capabilities of Wachovia, the high quality of retail
auto receivables originated by Wachovia, and the sound legal and
cash flow structures.


WELLMAN INC: S&P Junks Corporate Credit Rating
----------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Wellman Inc. to 'CCC+' from 'B-' and lowered other
ratings on the company.  At the same time, S&P placed the ratings
on Wellman on CreditWatch with developing implications
following the company's announcement that it has engaged an
investment bank to explore strategic alternatives.

"We will resolve the CreditWatch listing when further information
becomes available about the company's plans, including any
potential changes in ownership that result from the process," said
Standard & Poor's credit analyst Paul Kurias.

The CreditWatch with developing implications means that we could
raise, lower, or affirm the ratings, depending on developments.

"We could raise the rating if a substantially stronger entity were
to acquire Wellman or purchase a material ownership interest that
supports credit quality," Mr. Kurias said. "Conversely, we could
lower the ratings if management were unable to find an interested
buyer for the entire business or
if Wellman's credit fundamentals deteriorate further during this
review process."

The downgrade reflects the deterioration in Wellman's financial
profile, especially in the third quarter of 2007, following
ongoing weakness in key markets for polyethylene terephthalate
resin and polyester staple fiber.

S&P is also concerned that the ongoing weakness in these markets
may further erode the financial profile and constrain liquidity
needed to meet Wellman's onerous interest burden, including
quarterly cash interest payments of about
$13 million.


WELLMAN INC: Poor Operating Results Cue Moody's to Junk Rating
--------------------------------------------------------------
Moody's Investors Service downgraded Wellman Inc.'s corporate
family rating to Caa2 from B3.  The downgrade reflects recent
deterioration in operating results and potential adverse
consequences if the company is not able to refinance its first
lien term loan due 2009.  The outlook remains negative.

This summarizes the ratings changes:

Wellman Inc.

   -- Corporate family rating -- to Caa2 from B3

   -- Probability of default rating -- to Caa2 from B3

   -- $185mm First lien term loan due 2009 -- to B3 (LGD2, 29%)
      from B1 (LGD2, 32%)

   -- $265mm Second lien term loan due 2010 -- to Caa3 (LGD5,
      79%) from Caa1 (LGD5, 78%)

The downgrade of the corporate family rating reflects the
deterioration in operating performance that continued in the third
quarter of 2007, after a modest improvement in the second quarter
of 2007, and concerns over liquidity and the ability of the
company to refinance its term loans.  Wellman's third quarter 2007
sales declined 12% year-over-year and the company produced no
gross profit during the quarter.  

Liquidity under its revolving credit facility has declined in the
third quarter due to elevated and volatile raw material costs,
despite the company having sold its European fibers business in
July.  The company must refinance its first lien term loan due
Feb. 11, 2009, and second lien term loan due Feb. 11, 2010, at
least three months prior to their maturities to avoid accelerating
the maturity of its revolving credit facility.

The negative outlook reflects uncertainties about Wellman's
ability to improve its low margins and sufficiently reduce debt
with free cash flow and asset sales, maintain sufficient levels of
availability under its revolving credit facility (based on third
quarter results its availability can not be below $45 million for
eight consecutive days) and refinance its first lien term loan due
2009.  The outlook also reflects Moody's beliefs that the PET
resin industry cash margins may remain depressed due to new
capacity additions, the threat of Asian imports and volatile raw
material costs.

Although the company's liquidity could improve modestly due to
one-time cash inflows and low capital expenditure requirements,
depressed margins and deteriorating market conditions will likely
prevent the company from keeping its fixed charge coverage ratio
(as defined in the revolving credit facility) above 1x and when
the fixed charge coverage ratio is below 1x, the company is not
permitted to have availability under its $225 million revolver
lower than $45 million for eight consecutive days or it could
result in an event of default under the credit agreement, if not
waived by the banks.  In Moody's opinion, given the strong
collateral coverage on the revolver, Wellman should be able to
obtain such a waiver, if required.  However, the collateral
coverage does not guarantee that they will receive a waiver,
especially if the company remains free cash flow negative.

The outlook might be moved to stable if the company were
successful in refinancing existing debt prior to its maturity,
improving liquidity, selling non-core assets, reducing debt,
improving its operating margins and industry conditions were
supportive of a higher rating.  Wellman announced this week that
it has hired investment bankers to look at strategic alternatives
for the company, which may benefit debtholders.

Additionally, the company is expecting to benefit from ongoing
restructuring, receipt of insurance proceeds in connection with
the damages from Hurricane Katrina and asset sales.  While these
one-time items would greatly improve the company's liquidity,
Wellman ultimately needs to improve its margins and operating cash
flows which remain susceptible to raw material volatility and
pressure on prices and margins from lower cost competitors and
imports.

There is little upward pressure on the ratings currently and any
future upgrade would require the company to generate meaningful
levels of free cash flow and largely reduce the outstanding
revolver balance with cash from the one-time items mentioned
above.  If Wellman remains free cash flow negative, does not
generate meaningful cash from the one-time items mentioned above,
and was not successful in refinancing its first lien term loan due
2009, Moody's could lower the company's ratings.

Wellman manufactures and markets PET (polyethylene terephthalate)
packaging resins under the PermaClear brand name and polyester
staple fibers under the Fortrel brand name. Wellman operates three
manufacturing sites in the US.  The company divested the last of
its international operations in July 2007 when it sold its
European fibers business.  Wellman is headquartered in Fort Mill,
South Carolina and had revenues from continuing operations of $1.2
billion for the LTM ended Sept. 30, 2007.


WENDY'S INT'L: Banks Propose "Highly Conditional" Financing
-----------------------------------------------------------
Sale of Wendy's International Inc. could be affected by a
financing package its lenders -- J.P. Morgan Chase & Co. and
Lehman Brothers Holdings Inc. -- recently disclosed, Janet Adamy
of The Wall Street Journal reports, citing a person familiar with
the matter.

According to WSJ's source, the package, which is anchored by a
securitization of the royalty fees franchisees pay Wendy's, allows
the lenders to back out should financing conditions worsen.

Calling the financing as "highly conditional," WSJ's source
believes such term could lower bids or make bidders think twice
about proceeding.

The Troubled Company Reporter earlier said that among the entities
interested in buying the company is Cedar Enterprises Inc., a
Columbus, Ohio-based franchisee which owns 134 Wendy's
restaurants.

A group formed by Fidelity National Financial Inc., Thomas H. Lee
Partners LP, Oaktree Capital Management LP, and Ares Management
LLC also joined to bid for the company, which group, WSJ says, is
expected to rely on the banks' financing package.

Further in the list is Mr. Nelson Peltz, the chairman of Triarc
Companies Inc., who said Triarc's offer could range from $37.00 to
$41.00 per share, and which could increase further depending on
due diligence results.

Wendy's decided to sell the business in June 2007 to "minimize
disruption to the company and its operations."  

                    About Wendy's International

Based in Dublin, Ohio, Wendy's International Inc. (NYSE:
WEN) -- http://www.wendysintl.com/,http://www.wendys.com/-- and   
its subsidiaries operate, develop, and franchise a system of quick
service and fast casual restaurants in the Americas, Asia, the
Pacific Rim, Europe and the Middle East.

                          *     *     *

As reported in the Troubled Company Reporter on June 21, 2007,
Moody's Investors Service lowered all ratings of Wendy's
International Inc. and placed all ratings on review for further
possible downgrade.  Affected ratings include the company's
Ba2 corporate family rating which was lowered to Ba3.

Additionally, Standard & Poor's Ratings Services lowered its
corporate credit and senior unsecured debt ratings on Wendy's
International Inc. to 'BB-' from 'BB+'.


WEST TRADE: Moody's Lowers Ratings on Two Notes to Low-B
--------------------------------------------------------
Moody's Investors Service placed these notes issued by West Trade
Funding CDO II Ltd. on review for possible downgrade:

Class Descriptions:

   -- $375,000,000 Class A-2 Second Priority Senior Secured
      Floating Rate Notes due 2051

      Prior Rating: Aaa
      Current Rating: Aaa, on review for possible downgrade

   -- $50,000,000 Class A-3 Third Priority Senior Secured
      Floating Rate Notes due 2051

      Prior Rating: Aaa
      Current Rating: Aaa, on review for possible downgrade

   -- $103,000,000 Class A-4 Fourth Priority Senior Secured
      Floating Rate Notes due 2051

      Prior Rating: Aaa
      Current Rating: Aaa, on review for possible downgrade

   -- $26,000,000 Class B Fifth Priority Senior Secured
      Floating Rate Notes due 2051

      Prior Rating: Aa2
      Current Rating: Aa2, on review for possible downgrade

   -- $11,000,000 Class C Sixth Priority Senior Secured
      Floating Rate Notes due 2051

      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:

   -- $13,000,000 Class D Seventh Priority Secured Deferrable
      Floating Rate Notes due 2051

      Prior Rating: A2
      Current Rating: Ba2, on review for possible downgrade

   -- $13,000,000 Class E Eighth Priority Mezzanine Deferrable
      Floating Rate Notes due 2051

      Prior Rating: Baa2
      Current Rating: B2, on review for possible downgrade

   -- $4,500,000 Class F Ninth Priority Mezzanine Deferrable
      Floating Rate Notes due 2051

      Prior Rating: Ba1
      Current Rating: Caa2, 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.


WETCO RESTAURANT: Section 341(a) Creditors Meeting Set for Nov. 20
------------------------------------------------------------------
The U.S. Trustee for Region 5 will convene a meeting of WETCO
Restaurant Group, LLC's creditors on Nov. 20, 2007, at 11:00 a.m.,
at 214 Jefferson Street, Room 341, 3rd Floor in Lafayette,
Louisiana.

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

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

Headquartered in Baton Rouge, Louisiana, WETCO Restaurant Group,
LLC -- http://www.wetcorestaurantgroup.com/-- operates Quick-
Service Restaurants.  The company owns and operates 34 Church's
Chicken restaurants: three in Chattanooga, Tennessee, and 31 in
Louisiana.  The company filed for chapter 11 protection on
Sept. 28, 2007 (Bankr. W.D. La. Case No. 07-51169).  When the
Debtor filed for protection from its creditors, it listed total
assets of $3,761,051 and total debts of $15,308,635.


WETCO RESTAURANT: Wants Tom St. Germain as Bankruptcy Counsel
------------------------------------------------------------
WETCO Restaurant Group, LLC, asks the U.S. Bankruptcy Court for
the Western District of Louisiana for permission to employ the Law
Offices of Tom St. Germain, LLC, as its bankruptcy counsel.

The Debtor tells the Court that John Haas Weinstein, Esq., and Tom
St. Germain, Esq., both attorneys of the firm, will be the lead
professionals for this engagement.

As counsel, the firm will:

    (a) give the Debtor legal advice with respect to the Debtor's
        powers and duties as debtor-in-possession in the continued
        operation of the Debtor's business and management of the
        Debtor's property and

    (b) perform all legal services for the debtor-in-possession as
        may be necessary herein.

The Debtor discloses that the firm has received as $51,079
retainer.

Mr. Weinstein assures the Court that his firm is a "disinterested
person" as that term is defined in the Bankruptcy Code.

Headquartered in Baton Rouge, Louisiana, WETCO Restaurant Group,
LLC -- http://www.wetcorestaurantgroup.com/-- operates Quick-
Service Restaurants.  The company owns and operates 34 Church's
Chicken restaurants: three in Chattanooga, Tennessee, and 31 in
Louisiana.  The company filed for chapter 11 protection on
Sept. 28, 2007 (Bankr. W.D. La. Case No. 07-51169).  When the
Debtor filed for protection from its creditors, it listed total
assets of $3,761,051 and total debts of $15,308,635.


WILLIAMS SCOTSMAN: Moody's Withdraws B1 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service withdrew all ratings on Williams
Scotsman, Inc. upon the announcement of the completion of the
merger of a subsidiary of Ristretto Group S.a.r.l. with and into
Williams Scotsman International Inc.  As a part of the
transaction, the company has fully redeemed the $450 million 8.5%
Senior Notes due 2015.  In addition, the company's $650 million
senior secured bank credit facility will be paid-off and
terminated.  As noted in the Moody's press release dated July 19,
2007, a potential outcome of the review was a withdrawal of all
ratings if all of the rated debt at the company was redeemed as a
result of the merger.

These ratings were withdrawn:

Williams Scotsman Inc.

   -- Corporate Family (previously rated B1)
   -- Senior Secured Credit Facility (previously rated B1)
   -- Senior Unsecured Notes (previously rated B2)

Williams Scotsman International Inc. is headquartered in
Baltimore, Maryland, and is a provider of modular space solutions
in North America and Europe.  


WILLIAMS SCOTSMAN: Ristretto Deal Cues S&P to Withdraw Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services removed its 'BB-' long-term
corporate credit and other ratings on Williams Scotsman Inc. from
CreditWatch with developing mplications and withdrew all ratings
on the company.  The rating action follows Williams Scotsman's
Oct. 31, 2007, merger with Ristretto Acquisition Corp., a wholly
owned subsidiary of unrated Ristretto Group S.a.r.l. Williams
Scotsman International Inc. will be the surviving corporation.

Ratings were withdrawn upon the redemption of Williams Scotsman's
outstanding rated debt in conjunction with the merger.


WP EVENFLO: Moody's Affirms B2 Corporate Family Rating
------------------------------------------------------
Moody's Investors Service affirmed WP Evenflo Holdings Inc.'s B2
corporate family rating.  Moody's also affirmed the B1 rating on
the company's first lien senior secured credit facilities and the
Caa1 rating on its second lien senior secured term loan.

This ratings action follows the company announcement that it plans
to acquire Ameda Breastfeeding Products from Hollister
Incorporated.  Ameda is a leading provider of professional grade
breast pumps and accessories for hospitals and other institutional
channels.  Evenflo will fund the transaction with a combination of
cash, revolving credit facility borrowings, and through the
issuance of preferred and common equity.  The transaction is
expected to close in January 2008.  The ratings outlook remains
stable.

Ratings affirmed:

   -- Corporate family rating at B2;

   -- Probability-of-default rating at B2;

   -- $40 million senior secured revolving credit facility due
      2012 at B1 (LGD3, 36%). Point estimate revised from
      (LGD3, 34%);

   -- $120 million first lien senior secured term loan due 2013
      at B1 (LGD3, 36%). Point estimate revised from (LGD3,   
      34%);

   -- $45 million second lien senior secured term loan due 2014
      at Caa1 (LGD5, 83%). Point estimate revised from (LGD5,
      80%).

The affirmation of Evenflo's B2 the rating is supported by Moody's
estimate that the acquisition will not worsen Evenflo's credit
metrics with pro forma debt to EBITDA standing at 7 times as of
June 30, 2007 (including Moody's standard analytical adjustments,
assumed EBITDA from the acquisition, and treating 50% of the
preferred equity as debt).  The rating is also supported by the
strong strategic rationale for the acquisition, which diversifies
Evenflo's customer channels, expands the company's presence in
premium products, and provides access to a recognized brand name
within the hospital and institutional channel.

However, Moody's notes that the transaction weakens the company's
financial flexibility, including its liquidity. Specifically, on a
pro forma basis (adjusting for the acquisition), Moody's expects
the company would only have $8 million available under its $40
million revolving credit facility, after factoring in $20 million
of planned revolver borrowings and $12 million in commitments for
standby letters of credit.

Moreover, the size of this transaction is significant given the
full purchase price and the fact that it's occurring so soon after
the leveraged buyout by Weston Presidio earlier this year.  As
such, Moody's is concerned that the transaction reduces the
company's financial flexibility at a time when the credit market
is weak.  Moody's understands that the company should have a
significant cash balance and undrawn revolving credit facility
prior to closing the transaction.  As per the credit agreement,
the company is allowed to add back Ameda's assumed EBITDA in
calculating the financial covenants governing the credit
facilities.

The B2 rating is driven by Evenflo's highly leveraged profile,
weak interest coverage, material qualitative risks that include
substantial customer concentration, the mature nature of the
juvenile/infant product category, competition from well
capitalized companies, and its somewhat narrow, albeit
significantly improved, operating margins.  Additional concerns
include the potentially high cost associated with product recalls
(although recognizing that the company has not had any major
recalls over the last few years), general product liability risk,
and the potential media influence on brand equity.

Notwithstanding these concerns, the rating favorably considers
Evenflo's leading position as a seller of infant and juvenile
products with number one and two positions in many product
categories, a comprehensive product portfolio that addresses a
variety of infant/juvenile needs, strong brand recognition among
expectant mothers, improvements in operating performance over the
last few years, long-standing relationships with key retail
customers, and organic growth opportunities with existing
customers and internationally, notably in Mexico.

The stable ratings outlook reflects Moody's expectation that
revenue growth and productivity initiatives will translate into
improved earnings, such that Evenflo will sustain a debt to EBITDA
below 7 times and EBITA coverage of interest expense above 1
times.  The outlook also reflects Moody's expectation that the
company will sustain at least breakeven levels of free cash flow
and maintain adequate liquidity, including availability under its
revolving credit facility.

Headquartered in Vandalia, Ohio, Evenflo is a leading provider of
infant and juvenile products to key retailers such as Toys "R" Us,
Wal-Mart, Target, and K-Mart.  The company operates under one
operating segment and products are classified within four
different categories: car seats, on-the-go, feeding, and playtime.  
Sales were $353 million for the twelve months ended June 30, 2007.


* BOOK REVIEW: Dangerous Pursuits - Mergers and Acquisitions in
               the Age of Wall Street
---------------------------------------------------------------
Authors: Walter Adams and James W. Brock
Publisher: Beard Books
Softcover: 222 pages
List Price: $34.95

http://www.amazon.com/exec/obidos/ASIN/1587981890/internetbankrupt

First published in 1989, Dangerous Pursuits - Mergers and
Acquisitions in the Age of Wall Street analyzes central concerns
raised by the flurry of mergers, acquisitions, takeovers, and
buyouts as the twentieth century drew to a close.  This was a
period of great economic vitality that challenged conventional
theories and practices.  Economists battled over the best way
forward.  It was a period of time when "coalition capitalism" was
offered as an alternative to "cowboy capitalism" - that is, the
belief in economic laissezfaire.  As set forth by the authors,
"Coalition capitalism, grounded in 'industrial policy,' is
the neoliberal Left's riposte to the cowboy capitalism of the
Right."  Coalition capitalism takes the approach that "planning
can be used to improve [a country's] market performance."

The authors strive to present a balanced portrayal of the
engineers of this economic growth - those individuals behind the
mergers and acquisitions.  To some, they were "predators,
piranhas, greenmailers."  Others, however, see T. Boone Pickens,
Carl Icahn, Ivan Boesky, and others as "necessary catalysts for
shaking up stodgy managements and for restoring giant corporations
to their owners, the shareholders."  Even the term "greed" is
subject to debate.  As a motivation for mergers, "greed is good" -
as notably voiced by the character Gordon Gekko in the movie Wall
Street - was an opinion apparently shared by Ivan Boesky, who told
a college graduating class that "greed is all right." On the other
hand, Henry Kravis, a top Wall Street leveraged-buyout strategist
is quoted as saying, "Greed really turns me off."

In discussing the many opinions regarding mergers and
acquisitions, Dangerous Pursuits gives the reader a complete
picture of a time when the American economy, workplace, and
society were transformed.  But the authors make no secret that
they are concerned that mergers are weakening American business
and society.  Their position is substantiated in chapters on the
effects of mergers from a macro and micro perspective.  In a
chapter entitled "The Macro Record," Adams and Brock step back
from viewing mergers in terms of the parochial interest of the
players and look at the "merger game" through the lens of the
national interest.  Shorn of media hype, the authors find that the
"merger game" undermines advances in productivity, obstructs
technological development, and weakens competitiveness.  What the
"game" does do is earn outsized, quick profits for the
specialists, lawyers, financiers, and bankers who engage in it.  
In the chapter "The Micro Record," the authors look at how mergers
have affected particular airlines, steel companies, and
conglomerates.  From this micro perspective, they find that the
benefits touted by those with "parochial interests" do not
materialize.

At best, the mergers, acquisitions, takeovers, and buyouts are
seen as impeding the economy from moving ahead.  At worst, Taylor
and Brock see an "addiction to mergeritis."  No one argues that
mergers did not produce large profits for some.  The authors warn,
however, that such success is a "slow and secret poison" to the
U.S. economy.

One-time President of Michigan State University where he also
taught, Walter Adams also taught at European universities,
appeared as an expert on economics before Congressional
committees, and published other books.  James W. Brock has been a
member of the economics department faculty at Miami University in
Ohio for more than 20 years, and is the coauthor with Walter Adams
on several books.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, Joseph Medel C. Martirez, Sheena R. Jusay,
and Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

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