TCR_Public/071105.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, November 5, 2007, Vol. 11, No. 262

                             Headlines


AARDVARK ABS: Moody's Rates $44.5 Mil. Class C & D Notes at Low-B
ACE CASH: Moody's Affirms Junk Rating on Senior Unsecured Notes
ACXIOM CORP: Declares Quarterly Dividend of 6 Cents Per Share
AFFILIATED COMPUTER: Earns $66.1 Million in Quarter Ended Sept. 30
AGRONOMICAL MANAGEMENT: Case Summary & 20 Largest Unsec. Creditors

AIRTRAN HOLDINGS: Names Robert Fornaro as Chief Executive Officer
AIRTRAN HOLDINGS: Earns $10.6 Mil. in Quarter Ended Sept. 30
AMERICAN HOME: Fitch Cuts Low-B Ratings on Classes II-M-4 & II-M-5
AMERIGROUP CORP: Unit Completes $12MM Buyout of Memphis Managed
ARLO VI: Moody's Junks Rating on $10 Mil. Credit-Linked Notes

ARLO VI: Moody's Junks Rating on Shark River-Issued Notes
ARLO VI: Moody's Pares Rating on $7.5MM Credit-Linked Notes to B1
ARLO VI: Moody's Slices Rating on $28MM Credit-Linked Notes to Ba1
ARLO VI: Moody's Cuts Aa3 Rating on $28 Million Notes to Ba1
ASARCO LLC: Has Until February 11 to File Chapter 11 Plan

AVAYA INC: Completed LBO Cues S&P to Lower Rating to B from B+
AVNET INC: To Combine Acquired ChannelWorx Pty with Avnet Tech
BARNET HOSPITAL: Court Okays Porzio Bromberg as Panel's Counsel
BIG FINANCE: Case Summary & 20 Largest Unsecured Creditors
BLOCKBUSTER INC: Posts $35 Million Net Loss in Qtr. Ended Sept. 30

BOMBARDIER INC: Fitch Affirms Low-B Ratings and Revises Outlook
BRANDYWINE REALTY: Earns $400,000 in Quarter Ended Sept. 30
BROADHOLLOW FUNDING: Debt Payment Failure Spurs S&P's "D" Ratings
BRODERICK CDO: Moody's Junks Rating on $4 Mil. Class E Notes
BRODERICK CDO: Moody's Lowers Ratings on Two Notes to Low-B

CAIRN MEZZ: Moody's Lowers Ratings on Three Notes to Low-B
CALDECOTT CDO: Moody's Junks Ratings on Three Note Classes
CHANCELLOR GROUP: Voluntary Chapter 11 Case Summary
CHRYSLER LLC: Overall October 2007 U.S. Sales Down 9%
CHRYSLER LLC: Plans Product and Plant Changes in North America

CITGO PETROLEUM: Fitch Holds BB Issuer Default Rating
CMS ENERGY: Fitch Lifts Issuer Default Rating to BB+
COACH AMERICA: Weak Performance Cues S&P's Negative CreditWatch
COEUR D'ALENE: Earns $3.6 Million in 3rd Quarter Ended Sept. 30
COMFORCE CORP: Sept. 30 Balance Sheet Upside-Down by $11.7 Million

COSTA BELLA: Moody's Cuts Ratings on Three Notes to Low-B
DAVID DURDEN: Case Summary & 15 Largest Unsecured Creditors
DIXIE GROUP: Earns $2.2 Million in Quarter Ended September 29
DOBSON COMMS: Merger with AT&T Inc. Obtains US DOJ's Clearance
DS WATERS: Closed $225MM Holdco Note Cues S&P to Hold B- Rating

ELK POWER: Voluntary Chapter 11 Case Summary
ENCORE ACQUISITION: Earns $11.9 Million in Third Quarter 2007
FIRST HORIZON: Fitch Takes Rating Actions on 11 Transactions
FNBA MORTGAGE: Moody's Cuts Series 2004-AR1 Cert.' Rating to B1
FREMONT GENERAL: Failed Ford Deal Cues Fitch to Lower Ratings

FRESH DEL MONTE: S&P Puts 'BB-' Rating Under Positive Watch
GAINEY CORP: Underperformance Cues Moody's to Lower Ratings
GALLERY CORP: Case Summary & 20 Largest Unsecured Creditors
GENESCO INC: Weak Performance Cues Moody's to Lower Ratings
GENERAL MOTORS: October 2007 Sales Increased by 3%

GMAC COMMERCIAL: Moody's Holds Junk Rating on Class P Certificates
GMAC LLC: Unit Posts $1.6 Bil. Net Loss in Third Quarter 2007
GMAC LLC: Moody's Downgrades Senior Unsecured Rating to Ba2
GMAC LLC: Reduced Earnings Prospects Cue S&P to Hold 'BB+' Rating
GRAND AVENUE: Moody's Lowers Ratings on Two Notes to Low-B

GREENBELT CT: Gets Court OK to Use Cash Collateral Up To $500,000
GREENBELT CT: Seeks Court Okay to Obtain DIP Financing
GSAA HOME: Fitch Puts Low-B Ratings on $2.4 Million Cert. Classes
HEALTHTRONICS INC: Earns $0.6 Mil. in Q3 Ended September 30
HUDSON MEZZANINE: Moody's Junks Ratings on Two Note Classes

INTEGRATED PACKAGING: Case Summary & 7 Largest Unsec. Creditors
INTERPUBLIC GROUP: Posts $21.9 Million Net Loss in 3rd Quarter
INTERSTATE BAKERIES: Gets Buy Offer from Teamsters Consortium
ISTANA HIGH: Moody's Cuts Ratings on Two Notes To Low-B
IWT TESORO: Court Approves Lowenstein Sandler as Panel's Counsel

KL INDUSTRIES: Disclosure Statement Hearing Deferred to Dec. 18
KLEROS PREFERRED: Moody's Cuts Rating on Class E Notes to Ba2
KLEROS PREFERRED: Moody's Junks Ratings on Two Note Classes
KLEROS REAL: Moody's Cuts Ratings on Three Notes to Low-B
KLEROS REAL: Moody's Reviews Ba2 Rating on $9MM Class E Notes

KLYTIE'S DEVELOPMENT: Chapter 15 Petition Summary
LAS VEGAS SANDS: Posts $48.5 Mil. Net Loss in Qtr. Ended Sept. 30
LEHMAN MORTGAGE: Fitch Junks Rating on Class B5 Certificates
LONGRIDGE ABS: Moody's Junks Ratings on Three Note Classes
M FABRIKANT: Disclosure Statement Hearing Moved to November 6

MAGNA ENTERTAINMENT: Posts $49.8 Million Net Loss in 3rd Quarter
MAGNOLIA FINANCE: Moody's Junks Rating on Series 2007-1C Notes
MAMMOTH ANTHRACITE: Voluntary Chapter 11 Case Summary
MAXIM HIGH: Moody's Cuts Ratings on Two Note Classes to Low-B
MCMORAN EXPLORATION: Prices 16.25MM Common Stock Public Offering

METHANEX CORP: CEO Bruce Aitken to Buy 35,000 Additional Shares
METROPCS COMMS: Withdraws Proposal to Merge with Leap Wireless
MKP VELA: Moody's Junks Ratings on Three Note Classes
MTI TECHNOLOGY: Court Approves Omni Management as Claims Agent
NASSAU CDO: Moody's Junks Rating on 18,000 Preference Shares

NEWBURY STREET: Moody's Cuts Ratings on Two Note Classes to Low-B
NEWCASTLE CDO: Moody's Holds Ba2 Rating on Class XII Certs.
NEXTMEDIA OPERATING: Moody's Holds B2 Corporate Family Rating
NPS PHARMA: Sept. 30 Balance Sheet Upside-Down by $209.7 Million
OCTANS III: Moody's Junks Ratings on Four Note Classes

OCTANS II: Moody's Junks Rating on $45,000,000 Class X-1 Notes
OMEGA HEALTHCARE: Earns $15.3 Million in Quarter Ended Sept. 30
OUTLOOK RESOURCES: Defaults in Filing Financial Reports with OSC
PAMPELONNE II: Moody's Lowers A2 Swap Notes' Rating to Ba2
PAMPELONNE II: Moody's Cuts B1 Swap Notes' Rating to Ba3

PAMPELONNE II: Moody's Cuts B2 Swap Notes' Rating to B2
PAMPELONNE II: Moody's Cuts C1 Swap Notes' Rating to B1
PAMPELONNE II: Moody's Cuts C2 Swap Notes' Rating to B3
PAMPELONNE II: Moody's Cuts D1 Swap Notes' Rating to B1
PAMPELONNE II: Moody's Cuts D2 Swap Notes' Rating to Ba3

PAMPELONNE II: Moody's Cuts E1 Swap Notes' Rating to Ba1
PAMPELONNE II: Moody's Cuts E2 Swap Notes' Rating to Ba3
PEOPLE'S CHOICE: Moody's Cuts Ratings on 2 Cert. Classes to Low-B
PINE MOUNTAIN: Moody's Junks Ratings on Two Note Classes
POPE & TALBOT: Has Protection Under CCAA Until November 23

POPE & TALBOT: PricewaterhouseCoopers Appointed as Monitor
PRC LLC: Liquidity Concerns Prompt S&P to Junk Credit Rating
PRIVA INC: Closes Asset Sale Under BIA to Fiberlinks Textiles
PRUDENTIAL SEC.: Moody's Holds Caa1 Rating on Class L Certs.
QMED INC: Incurred Losses Prompt Chap. 11 Protection Consideration

QUAKER FABRIC: Hires University Management to Collect Receivables
QUAKER FABRIC: Can Hire RAS Management as Liquidation Consultant
QUAKER FABRIC: Files Schedules of Assets & Liabilities
QUALITY HOME: Court Approves Countrywide Settlement Pact
QUALITY HOME: Court Fixes December 17 as Claims Bar Date

QUALITY HOME: Court Okays David Gould as Chapter 11 Trustee
REMY WORLDWIDE: Taps Huron Consulting as Financial Consultant
RESIDENTIAL CAPITAL: $2.3BB Net Loss Cues S&P to Lower Rating
RESIDENTIAL CAPITAL: Moody's Cuts Senior Debt Rating to Ba3
ROCKVILLE CDO: Moody's Cuts Rating on Class E Notes to B1

GSC ABS: Moody's Lowers Rating on $22.4MM Class D Notes to Ba2
ROGERS COMMS: Declares Quarterly Dividend of $0.125 Per Share
ROGERS COMMS: Earns CDN$269 Million in 3rd Quarter Ended Sept. 30
S&C REAL ESTATE: Voluntary Chapter 11 Case Summary
SCO GROUP: Seeks Court OK to Hire Mesirow as Financial Advisor

SCO GROUP: U.S. Trustee Balks at Retention of Mesirow as Advisor
SOLIDUS NETWORKS: Involuntary Chapter 11 Case Summary
SOURCE ENTERPRISES: Names Clear Thinking as Liquidation Trustee
SPECTRUM BRANDS: Completes Sale of Canadian Home & Garden Unit
ST. MARY LAND: Earns $57.7 Mil. in Third Quarter Ended Sept. 30

STRUCTURED ADJUSTABLE: Fitch Takes Rating Action on Seven Deals
STRUCTURED ASSET: Fitch Junks Ratings on Three Cert. Classes
STRUCTURED ASSET: Moody's Junks Rating on Class M11 Certs.
STATIC RESIDENTIAL: Moody's Junks Ratings on Four Note Classes
TECO ENERGY: Sells TECO Transport to Greenstreet for $405 Mil.

TEKNI-PLEX: Moody's Holds Caa1 Corporate Family Rating
TENNECO AUTOMOTIVE: Moody's Holds B1 Corporate Family Rating
TENNECO INC: Commences $230 Mil. Tender Offer for 10-1/4% Notes
TENNECO INC: Fitch Rates New Senior Unsecured Notes at BB-
TENNECO INC: S&P Rates Proposed $250 Million Senior Notes at B+

TESORO CORP: Board To Review Tracinda's Offer to Buy Equities
TESORO CORP: Earns $47 Million in Quarter Ended September 30
TRIBUNE CO: Unit Completes $62.4 Mil. Newspapers Sale to Hearst
TRINITY INDUSTRIES: Earns $87 Million in Quarter ended Sept. 30
TRONOX INC: Posts $19.1 Million Net Loss in Quarter Ended Sept. 30

UBS MORTGAGE: Fitch Holds BB Rating on Class M-8 Certificates
UNITED COMMERCIAL: Moody's Rates Class M Certificates at Ba3
WELLMAN INC: Considers Strategic Actions Before Debt Refinancing
WILLIAMS SCOTSMAN: Completes Merger with Ristretto Group
WINDY CITY: Moody's Lowers Bank Facilities' Rating to Ba3

WYNN LAS VEGAS: Moody's Rates $400 Million 6.58% Notes at Ba2
WYNN RESORTS: Debt Burden Cues S&P's "BB" Corp. Credit Rating

* BOND PRICING: For the Week of Oct. 29 - Nov. 2, 200


                             *********

AARDVARK ABS: Moody's Rates $44.5 Mil. Class C & D Notes at Low-B
-----------------------------------------------------------------
Moody's Investors Service placed these notes issued by AArdvark
ABS CDO 2007-1 on review for possible downgrade:

   -- $78,000,000 Class A2 Senior Secured Floating Rate Notes
      Due July 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

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

   -- $47,000,000 Class B Senior Secured Floating Rate Notes
      Due July 2047

      Prior Rating: Aa2

      Current Rating: A2, on review for possible downgrade

   -- $23,500,000 Class C Secured Floating Rate Deferrable
      Notes Due July 2047

      Prior Rating: A2

      Current Rating: Ba1, on review for possible downgrade

   -- $21,000,000 Class D Secured Floating Rate Deferrable
      Notes Due July 2047

      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.


ACE CASH: Moody's Affirms Junk Rating on Senior Unsecured Notes
---------------------------------------------------------------
Moody's Investors Service affirmed the Caa1 rating on the senior
unsecured notes of ACE Cash Express.  The rating outlook is
stable.

The affirmation is in conjunction with a $45 million add-on
offering of senior unsecured notes.  The notes, which are due in
2014, are an add-on to ACE's $175 million senior unsecured note
offering of September 2006, which was undertaken in conjunction
with the company's leveraged buyout transaction with New York-
based private equity firm JLL Partners.

ACE's ratings (which also include a Corporate Family Rating of B3
and a senior secured Term Loan B rating of B3) reflect the
company's strong market position in the highly fragmented U.S.
payday lending and check cashing industry, strong operating cash
flow, experienced management team, diversified product and
geographic mix, strong risk management and information systems
infrastructure, and generally attractive industry fundamentals
based on the demand and growth fundamentals of the payday lending
and check cashing businesses.

The ratings also reflect the credit challenges the company faces,
including substantial leverage and debt service burden following
its 2006 leveraged buyout transaction, and negative tangible net
worth resulting from the significant goodwill and other
intangibles following the LBO.  However, the credit strengths
noted above serve to mitigate these factors, therefore ACE's CFR
is the same as rated peer firms.

The Caa1 senior unsecured rating takes into account the notes'
structurally subordinated status to the secured debt.  Following
the LBO, the proportion of tangible assets in the company's asset
structure is relatively small.  Therefore, in a distressed
scenario asset coverage for the secured debt is expected to be
modest and virtually non-existent for the unsecured debt holders.  
This could constrain future upward rating movement for the senior
unsecured notes.

Based in Irving, Texas, ACE Cash Express offers check cashing,
payday lending, pre-paid debit card and bill payment services
along with various other financial products.


ACXIOM CORP: Declares Quarterly Dividend of 6 Cents Per Share
-------------------------------------------------------------
The Board of Directors of Acxiom(R) Corporation declared a
quarterly cash dividend of 6 cents per share payable on Nov. 26,
2007 to shareholders of record as of the close of business today,
Nov. 5, 2007.

While Acxiom intends to pay regular quarterly dividends for the
foreseeable future, all subsequent dividends will be reviewed
quarterly and declared by the Board at its discretion.

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

                          *     *     *

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


AFFILIATED COMPUTER: Earns $66.1 Million in Quarter Ended Sept. 30
------------------------------------------------------------------
Affiliated Computer Services Inc. reported Thursday results of its
first quarter fiscal year 2008 ended Set. 30, 2007.

The company reported net income of $66.1 million for the first
quarter of fiscal 2008, compared with net income of $61.4 million
for the first quarter of fiscal 2007.

The compay reported revenues of $1.49 billion, an 8% increase
compared to the prior year quarter.  The company's internal
revenue growth rate for the quarter was 6%.  First quarter
adjusted non-GAAP operating income was $164 million, a 10%
increase over the prior year quarter adjusted non-GAAP operating
income.  Consolidated adjusted non-GAAP operating margins were
11.0%, a 30 basis point increase from the prior year quarter
adjusted non-GAAP operating margins.  

"Our goals for 2008 are to show consistent and good growth in
revenue, operating income and earnings per share each quarter.  
Our first quarter results demonstrate that we are accomplishing
our objectives," said Lynn Blodgett, ACS president and chief
executive officer.  "Our operational execution is excellent, our
financial discipline strong and systematic, and our focus on cost
reduction is organized and constant.  I am confident that 2008
will be a strong year for ACS."

Cash flow from operations during the first quarter was
approximately $8 million.  This quarter's cash flow results were
impacted by the company's annual management incentive compensation
payments and the timing of accounts receivable collections.
Capital expenditures and additions to intangible assets were
approximately $75 million, or 5% of revenue.  Free cash flow
during the quarter was negative $67 million.

The company's first quarter cash flow results also included
approximately $41 million, or approximately 3% of revenues, of
interest paid on debt, cash paid related to legal and other costs
associated with the ongoing stock option investigations, potential
sale of the company and shareholder derivative lawsuits, partially
offset by cash interest income.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$6.08 billion in total assets, $3.92 billion in total liabilities,
and $2.16 billion in total shareholders' equity.

                    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.


AGRONOMICAL MANAGEMENT: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Agronomical Management Company
        aka Packsaddle Country Club
        aka Granite Ridge
        118 Club Circle
        Kingsland, TX 78639

Bankruptcy Case No.: 07-12021

Type of Business: The Debtor operates a golf course.

Chapter 11 Petition Date: November 1, 2007

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Patrick H. Autry, Esq.
                  Plunkett & Gibson, Inc.
                  70 Northeast Loop 410, Suite 1100
                  San Antonio, TX 78216
                  Tel: (210) 734-7092
                  Fax: (210) 734-0379

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Granville Harper                   Investor              $150,000
P.O. box 39174
Santa Barbara, CA 93130

Ewing Irrigation                   Trade                 $103,712
3441 East Harbour Drive
Phoenix, AZ 85034

KC Engineering                     Trade                 $100,000
705 North Highway 281, Suite 103
Marble Falls, TX 78654

Rapid Advance                      Loan                   $95,000

Bobby & Patti Williams             Loan                   $75,000

Jack & Bonnie Taylor               Loan                   $61,000

Michael Eyhorn                     Loan                   $50,361

John and Sharon Barnes             Loan                   $36,000

Craig and Pam Felton               Loan                   $28,000

Neal and Robin Sharp               Loan                   $25,500

CM Turf                            Trade                  $23,000

Bill Sadler                        Trade                  $18,061

Lone Star Flag                     Trade                  $16,840

U.S. Food Service                  Trade                  $16,406

Vern and Janet Showalter           Loan                   $11,500

Boice & Fern Hodges                Loan                   $10,000

Joe & Nina Jayne                   Loan                   $10,000

Central TX Electric Coop.          Loan                    $9,864

3rd Coast Turf                     Loan                    $8,817

Green Industries, Inc.             Trade                   $8,150


AIRTRAN HOLDINGS: Names Robert Fornaro as Chief Executive Officer
-----------------------------------------------------------------
AirTran Holdings Inc., the parent of AirTran Airways, has named
Robert L. Fornaro, 54, as its chief executive officer effective
Nov. 1, 2007.  Joe Leonard will continue to serve as chairman of
the board of directors.  Mr. Leonard became CEO of AirTran
Holdings, Inc., on Jan. 9, 1999.

At its regularly scheduled fall meeting on Oct. 31, the AirTran
Holdings, Inc., board of directors elected Mr. Fornaro to serve as
CEO and president as well as a member of the board of directors.  
Mr. Fornaro has had a long and successful career with AirTran
Airways, most recently serving as president and chief operating
officer.  Mr. Fornaro joined the company as president and CFO in
1999 and was elected to the board of directors in 2001.

"Bob Fornaro is highly respected throughout the airline industry
and has been well known for many years in the media, financial and
investor communities for his strategic planning, financial acumen
and marketing expertise," Mr. Leonard said.  "As part of the
board's succession planning, we had focused on Bob as the CEO of
AirTran Holdings; and under Bob's talented leadership
capabilities, the company will continue to build on its growth
plan and deliver results for our Shareholders, Crew Members and
Customers.  Bob will bring energy, enthusiasm and experience to
the CEO role at AirTran Airways and is the right man for the job."

A native of Long Island, New York, Mr. Fornaro attended Rutgers
College on a lacrosse scholarship while earning a bachelors degree
in economics.  He also received a masters degree from Harvard
University.  Prior to joining AirTran Airways in 1999, Fornaro
held various executive roles with airlines such as TWA, Braniff,
Northwest and US Airways.  Mr. Fornaro resides in Orlando with his
wife, Karen, and they have three adult children.  Mr. Fornaro
serves on the boards of the Georgia Aquarium, Central Atlanta
Progress and Forward Atlanta which is part of the Metro Atlanta
Chamber of Commerce.

AirTran Holdings Inc., through its subsidiary AirTran Airways Inc.
(NYSE: AAI) -- http://www.airtran.com/-- operates over 600 daily  
flights to 50 destinations.  The airline's hub is at Hartsfield-
Jackson Atlanta International Airport, where it is the second
largest carrier.  AirTran Airways recently added the fuel-
efficient Boeing 737-700 aircraft to create America's youngest
all-Boeing fleet.  The airline is also the first carrier to
install XM Satellite Radio on a commercial aircraft and the only
airline with Business Class and XM Satellite Radio on every
flight.

                         *     *     *

Airtran Holdings Inc.'s 7% Convertible Notes due 2023 holds
Moody's Investors Services' and Standard & Poors' junk ratings.


AIRTRAN HOLDINGS: Earns $10.6 Mil. in Quarter Ended Sept. 30
------------------------------------------------------------
AirTran Holdings Inc., the parent company of AirTran Airways Inc.,
reported third-quarter net income of $10.6 million, compared to a
loss of $4.6 million during the same period last year.

Included in the third-quarter 2007 results is a one-time, net of
tax charge of $6.6 million related to costs associated with the
effort to acquire Midwest Air Group.  Without this charge, AirTran
Airways net income was $17.3 million.

The company reported operating revenues of $608.5 million for the
quarter ended Sept. 30, 2007, compared to operating revenues of
$486.8 million for the same quarter last year.

Capacity as measured in available seat miles increased 20.9%,
while traffic measured in revenue passenger miles increased 32.3%
resulting in an all-time record load factor of 80.1%.  During the
quarter AirTran Airways served a record 6,442,786 passengers, up
25.4% from the year-ago period.  Operating income reached a third-
quarter record of $38.5 million representing a 6.3% operating
margin, a 7.1 percentage point improvement over the same period
last year.

"I am very pleased with our third-quarter performance," Joe
Leonard, chairman and chief executive officer of AirTran Airways,
said.  "We confronted high fuel costs, adverse weather and air
traffic control delays in some of our major East Coast markets --
but our operational performance and service levels stayed well
ahead of the competition. We remain on track to make 2007 our
ninth consecutive year of successful growth."

"Our unit revenue improved nearly 3 percent year over year and
contributed to the record-setting revenue performance," Bob
Fornaro, president and chief operating officer said.  "We are
optimistic that this trend will continue through year end."

"The strategic deployment of our new 737s continues to drive down
costs throughout the network," Stan Gadek, senior vice president
of finance and chief financial officer said.  "Looking forward, we
believe there are additional opportunities to further reduce costs
and raise productivity."

For the nine months ended Sept. 30, 2007, AirTran Holdings net
income tripled to $54.9 million from $18.3 million in the year-ago
period.

AirTran Holdings Inc., through its subsidiary AirTran Airways Inc.
(NYSE: AAI) -- http://www.airtran.com/-- operates over 600 daily  
flights to 50 destinations.  The airline's hub is at Hartsfield-
Jackson Atlanta International Airport, where it is the second
largest carrier.  AirTran Airways recently added the fuel-
efficient Boeing 737-700 aircraft to create America's youngest
all-Boeing fleet.  The airline is also the first carrier to
install XM Satellite Radio on a commercial aircraft and the only
airline with Business Class and XM Satellite Radio on every
flight.

                          *     *     *

Airtran Holdings Inc.'s 7% Convertible Notes due 2023 holds
Moody's Investors Services' and Standard & Poors' junk ratings.


AMERICAN HOME: Fitch Cuts Low-B Ratings on Classes II-M-4 & II-M-5
------------------------------------------------------------------
Fitch Ratings took these rating actions on American Home Mortgage
Investment Trust 2006-1, Group 2 mortgage pass-through
certificates:

   -- Class II-A affirmed at 'AAA';

   -- Class II-M-1 affirmed at 'AA';

   -- Class II-M-2 downgraded to 'A-' from 'A';

   -- Class II-M-3 downgraded to 'BBB-' from 'BBB';

   -- Class II-M-4 downgraded to 'B' from 'BB', and placed on
      Rating Watch Negative.

   -- Class II-M-5 downgraded to 'B-/DR2' from 'B'.

The affirmations, affecting about $215 million of the outstanding
certificates, reflect a stable relationship between credit
enhancement and expected loss.

The downgrades, affecting $8.2 million of outstanding
certificates, reflects the deterioration in the relationship of CE
to future loss expectations.  The amount of loans with serious
delinquencies (including 60+, foreclosure, bankruptcy, and real-
estate owned) is 4.01% of the outstanding pool balance while the
CE for the affected II-M-2, II-M-3, II-M-4, and II-M-5 bonds is
2.64%, 1.78%, 0.99% and 0.43%, respectively.  The transaction has
experienced 0.05% of loss to date and Fitch anticipates that the
high delinquencies will translate into even greater losses,
further reducing the CE of the subordinate classes.

The collateral of the above transaction consists of 100% 5/1 ARM
mortgage loans extended to Prime and Alt-A borrowers and secured
by first liens on one- to four-family residential properties.  The
loans were originated and deposited by American Home Mortgage, and
are master serviced by Wells Fargo Bank N.A., which is currently
rated 'RMS1' by Fitch.

As of the September 2007 distribution date, the pool factor
(current mortgage loan principal outstanding as a percentage of
the initial pool) is 81% and the transaction is seasoned 18
months.


AMERIGROUP CORP: Unit Completes $12MM Buyout of Memphis Managed
---------------------------------------------------------------
AMERIGROUP Corporation's Tennessee subsidiary has completed the
acquisition of the assets of Memphis Managed Care Corporation $12
million, and received the necessary regulatory approvals.  The
acquisition is effective Nov. 1, 2007.

On Sept. 5, 2007, AMERIGROUP Corporation disclosed that the
controlling members of Memphis Managed Care Corporation have
approved the sale of its assets, including TLC Family Care Health
Plan, to AMERIGROUP Community Care of Tennessee, subject to
regulatory approval by the State of Tennessee.  

AMERIGROUP funded the transaction through available unregulated
cash and does not expect the transaction to have a material impact
on its 2007 earnings or to impact operations of AMERIGROUP's
Middle Tennessee health plan.

With the completion of this transaction, AMERIGROUP Community Care
of Tennessee now serves an additional 167,000 Tennessee residents
who are enrolled in the State's TennCare program and who live in
Memphis and the surrounding West Tennessee region.

On April 1, AMERIGROUP Community Care of Tennessee began serving
TennCare enrollees who live in Nashville and the surrounding
Middle Tennessee region.  Total membership in both regions now
stands at approximately 352,000.
    
AMERIGROUP Community Care of Tennessee operates in West Tennessee
through an administrative services only agreement with the State,
which means that the company maintains and administers a network
of physicians, hospitals and other healthcare providers.

In Middle Tennessee, AMERIGROUP Community Care of Tennessee
operates a full-risk health plan that serves about 185,000 people
in the TennCare program.  TLC Family Care Health Plan
has a shared-risk contract with the State of Tennessee but is not
at this time a full-risk contractor.
    
TennCare has plans to award new full-risk contracts through an RFP
process to health plans in West Tennessee and East Tennessee
during 2008.
    
With the completion of this transaction, subsidiaries of
AMERIGROUP Corporation acquired substantially all of the assets of
Memphis Managed Care Corporation, including TLC Family Care Health
Plan and MidSouth Health Solutions, an affiliated firm that offers
disease management and case management services.

AMERIGROUP does not expect this transaction to have a material
impact on its 2007 earnings or to impact operations of its Middle
Tennessee health plan.

                  About Memphis Managed Care

Memphis Managed Care was founded by the Regional Medical Center at
Memphis, which operates the only Level I trauma center in the
region, and UT Medical Group Inc., the private physician practice
organization of the College of Medicine of the University of
Tennessee Health Science Center.
    
                About Amerigroup Corporation
     
Headquartered in Virginia Beach, Virginia, Amerigroup Corporation
(NYSE: AGP) -- http://www.amerigroup.com/-- improves healthcare  
access and quality for low-income Americans by developing
innovative managed health services for the public sector. Through
its wholly owned subsidiaries, Amerigroup serves more than 1.7
million people through publicly-funded healthcare programs in 11
states.

                         *     *     *

Moody's Investors Service placed AMERIGROUP Corp.'s long term
corporate family rating at 'B1' and bank loan debt rating at 'Ba3'
in March 2007.  The ratings still hold to date with  stable
outlook.


ARLO VI: Moody's Junks Rating on $10 Mil. Credit-Linked Notes
-------------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by ARLO VI Limited Series 2006 (Charleston Springs) on review for
possible downgrade:

Class Description:

   -- $10,000,000 Secured Limited Recourse Credit-Linked Notes
      due 2039

      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 reference obligations, which consist primarily of
residential mortgage-backed securities and commercial mortgage-
backed securities.


ARLO VI: Moody's Junks Rating on Shark River-Issued Notes
---------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by ARLO VI Limited Series 2006 (Shark River) on review for
possible downgrade:

Class Description:

   -- $10,000,000 Secured Limited Recourse Credit-Linked Notes
      due 2039

      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 reference obligations, which consist primarily of RMBS
& CMBS bonds.


ARLO VI: Moody's Pares Rating on $7.5MM Credit-Linked Notes to B1
-----------------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by ARLO VI Limited Series 2006 (Army Pier 1) on review for
possible downgrade:

Class Description:

   -- $7,500,000 Variable Secured Limited Recourse Credit-
      Linked Notes due 2047

      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.


ARLO VI: Moody's Slices Rating on $28MM Credit-Linked Notes to Ba1
------------------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by ARLO VI Limited Series 2006 (Old Orchard) on review for
possible downgrade:

Class Description:

   -- $28,750,000 Secured Limited Recourse Credit-Linked Notes
      due 2039

      Prior Rating: Aa3

      Current Rating: Ba1, on review for possible downgrade

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


ARLO VI: Moody's Cuts Aa3 Rating on $28 Million Notes to Ba1
------------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by ARLO VI Limited Series 2006 (Pine Brook) on review for possible
downgrade:

Class Description:

   -- $28,750,000 Secured Limited Recourse Credit-Linked Notes
      due 2039

      Prior Rating: Aa3

      Current Rating: Ba1, on review for possible downgrade

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


ASARCO LLC: Has Until February 11 to File Chapter 11 Plan
---------------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas granted ASARCO LLC and its debtor
affiliates exclusive rights to file a bankruptcy plan through Feb.
11, 2008, and exclusive rights to solicit acceptances for that
plan through April 14, 2008.  The extension is ASARCO's eight
request to date.

ASARCO said it needed more time to evaluate, quantify and resolve
contingent claims.  The company added that negotiations and
mediations with regards to its asbestos and environmental
liabilities are currently ongoing.  

         Environmental Claims at Three Sites Settled

As a result of those mediations conducted in August and September
2007, ASARCO entered into three separate settlements with certain
government agencies and the states of Kansas, Missouri and
Oklahoma for the resolution of certain environmental claims at the
Azurite Mine Site, the Golinsky Mine Site, and the Tri-State
Mining District.

The Azurite Settlement provides that the U.S. Department of
Agriculture Forest Service will have an allowed $5,000,000 general
unsecured claim with respect to all past and future response costs
incurred or to be incurred by the government agency in connection
with the Azurite Site.  ASARCO will not object to a disbursement
of up to $300,000 from the ASARCO Environmental Trust Fund to the
Forest Service for costs incurred in 2007.  

The Golinsky Settlement also entitles the Forest Service an
allowed $4,050,000 general unsecured claim with respect to all
past and future response costs incurred or to be incurred in
connection with the Golinsky Site.  ASARCO also agree not to
object to a disbursement of up to $125,000 from the ASARCO
Environmental Trust Fund to the Forest Service for costs incurred
in 2008.

The Tri-State Settlement further entitles allowed general
unsecured claims to these creditors:

   Creditor                               Claim Amount
   --------                               ------------
   EPA and the Bureau of Indian Affairs    $91,000,000
   Kansas                                    3,250,000
   Missouri                                  3,250,000
   Oklahoma                                  7,500,000
   Dept. of Interior                         2,000,000

The states of Kansas, Missouri, and Oklahoma will have a joint,
indivisible allowed general unsecured claim totaling $51,000,000,
for natural resource damages.  

Under the Settlements, ASARCO, on the one hand, and the Creditors,
on the other hand, agree not to sue or assert claims or causes of
action against each other.  The Settlements also provide that
ASARCO is entitled to protection from contribution actions or
claims as provided by Section 113(f)(2) of the Comprehensive
Environmental Response, Compensation, and Liability Act.

The Tri-State Agreement is conditioned on the entry of orders by
the U.S. District Courts for the District of Kansas and the
Western District of Missouri, modifying existing consent decrees
relating to the Tri-State Site.

                        About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/ --  
is an integrated copper mining, smelting and refining company.  
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).


AVAYA INC: Completed LBO Cues S&P to Lower Rating to B from B+
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Avaya Inc. to 'B' from 'B+' and removed the rating from
CreditWatch where it was placed with negative implications on
June 5, 2007.  The downgrade reflects the completion of the
company's LBO.  The outlook is stable.
     
At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to Avaya's $3.8 billion secured financing.  The
seven-year term loan B is rated 'B', with a recovery rating of
'3', indicating the expectation for meaningful recovery in the
event of a payment default.
     
Standard & Poor's also assigned its 'CCC+' rating to the company's
$700 million senior unsecured cash pay notes and
$750 million senior unsecured payment-in-kind toggle notes.
     
"The ratings reflect the company's highly leveraged balance sheet
and significant competitive pressures, more than offsetting its
leading position in the enterprise voice communications industry
and good base of recurring maintenance revenues," said Standard &
Poor's credit analyst Bruce Hyman.
     
Basking Ridge, New Jersey-based Avaya is the leading supplier of
voice communications equipment for enterprise customers, competing
against Cisco Systems Inc., Nortel Networks Corp., Siemens AG,
Alcatel Lucent, and others.
     
Pro forma adjusted EBITDA was $827 million for the fiscal year
ended Sept. 30, 2007, or about 16% of sales.  Pro forma debt to
EBITDA for the fiscal year was about 8.3x, including tax-effected
underfunded pension and postretirement benefits as debt.  S&P
expect Avaya to increase its EBITDA margins through a number of
cost reduction actions, although onetime actions
to reduce costs will affect near-term cash flows.  The business
should deleverage somewhat over the next few years, primarily
because of EBITDA growth.


AVNET INC: To Combine Acquired ChannelWorx Pty with Avnet Tech
--------------------------------------------------------------
Avnet Inc. has acquired ChannelWorx Pty Ltd of Australia.   
ChannelWorx will be integrated into Avnet Technology Solutions'
Australia business.

In addition to gaining 300 resellers and systems integrators, the
acquisition will bring Avnet new employees with experience in
storage networking and solutions.

KP Tang, president of Avnet Technology Solutions, Asia Pacific,
noted that the acquisition is a significant step in diversifying
Avnet's business in the market.  "Adding this strong line-up of
networking suppliers from ChannelWorx to our product offerings
moves us strategically into emerging and high-growth technologies
with incremental cross selling opportunities," Mr. Tang added.  
"This acquisition represents the opportunity to gain greater scale
and scope in the market and offer greater value to our reseller
partners in Australia."

The transaction will also provide Avnet Technology Solutions
Australia with a greater presence in Melbourne.  

"Expanding both our geographic footprint and our technology
solutions offerings fits perfectly with our strategic growth
plan," Gavin Lawless, general manager of Avnet Technology
Solutions Australia, added.  "We are excited about the
opportunities this acquisition will provide to accelerate growth
for our partners and for Avnet."

             About ChannelWorx Pty Ltd of Australia    

Headquartered in Melbourne, ChannelWorx Pty Ltd of Australia is  a
networking and security distributor established in 1989.  
ChannelWorx markets a portfolio of networking products from
suppliers including Juniper, Extreme Networks, Ironport, and Avaya
and software products from Google.

                      About Avnet Inc

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

Avnet Technology Solutions is an operating group of Avnet Inc.
(NYSE:AVT) -- http://www.ats.avnet.com.au/-- with locations in  
more than 30 countries.  Avnet Technology has sales divisions
focused on specific customer segments and a select line card
strategy that gives attention to the needs of its customers and
suppliers.

                          *     *     *

Moody's Investors Service placed Avnet Inc.'s long term corporate
family, senior unsecured debt and probability of default ratings
at ' Ba1' in September 2006.  The ratings still  hold to date.


BARNET HOSPITAL: Court Okays Porzio Bromberg as Panel's Counsel
---------------------------------------------------------------
The United States Bankruptcy Court for the District of New York
gave the Official Committee of Unsecured Creditors in Nathan and
Miriam Barnert Memorial Hospital Association's bankruptcy case
authority to employ Porzio, Bromberg & Newman, P.C., as its
counsel.

Porzio Bromberg is expected to:

   a) provide the Debtor's Committee with legal advice with
      respect to its rights, duties and powers in this case;

   b) consult with the Debtor, its counsel, other professionals
      retained in this case and the United States Trustee
      concerning the administration of the case;

   c) assist and advise in the Committee's investigation
      of the acts, conduct, assets, liabilities and financial
      condition of the Debtor, the operation of the Debtor's
      business, and any other matters relevant to this case or to
      the formulation of a plan of reorganization or liquidation,
      including considering the appointment of a trustee or
      examiner, as appropriate;

   d) assist and advise the Committee in its analysis of, and
      negotiations with, the Debtor and any third parties, in the
      formulation of any plan of reorganization or liquidation;

   e) assist and advise the Committee with respect to its
      communications with the general creditor body regarding
      significant matters in the Debtor's case;

   f) prepare pleadings, motions, applications, objections and
      other papers as may be necessary in furtherance of the
      Committee's interests and objectives;

   g) analyze and advise the Committee of the meaning and import
      of all pleadings and other documents filed with the Court;

   h) represent the Committee at all hearings and other
      proceedings; and

   i) perform other legal services as may be required and are
      deemed to be in the interest of the Debtor's Committee and
      of unsecured trade creditors in accordance with those powers
      and duties set forth in the Bankruptcy Code.

The firm's professionals and their compensation rates are:

      Professional                Designation     Hourly Rate
      ------------                -----------     -----------
      Warren J. Martin Jr., Esq.    Principal         $475
      John S. Mairo, Esq.           Attorney          $430
      Terri J. Freedman, Esq.       Attorney          $360
      Brett S. Moore, Esq.          Attorney          $360
      Robert M. Schechter, Esq.     Attorney          $250
      Mathew D. Laskowski           Paralegal         $155
      Qandeel Sheikh                Paralegal         $125

Warren J. Martin, Jr., Esq., a principal of the firm, assures the
Court that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Mr. Martin can be reached at:

      Warren J. Martin, Jr., Esq.
      Porzio, Bromberg & Newman, P.C.
      100 Southgate Parkway
      P.O. Box 1997
      Morristown, New Jersey 07962
      Tel: (973) 538-4006

Nathan and Miriam Barnert Memorial Hospital Association, dba
Barnert Hospital, owns and operates a 256 bed general acute
care community hospital located at 680 Broadway in Paterson,
New Jersey.  The company filed for chapter 11 protection on
Aug. 15, 2007 (Bankr. D. N.J. Case No. 07-21631).  David J.
Adler, Esq., at McCarter & English, LLP, represents the Debtor.  
The U.S. Trustee for Region 3 has appointed an Official Committee
of Unsecured Creditors on this case.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts between $1 million and $100 million.


BIG FINANCE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: BIG Finance and Insurance Services, Inc.
        P.O. Box 7148
        Laguna Niguel, CA 92607

Bankruptcy Case No.: 07-13634

Type of Business: The Debtor is a personal credit
                  financial institution.

Chapter 11 Petition Date: October 31, 2007

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Adam M. Starr, Esq.
                  Greenberg Traurig, LLP
                  2450 Colorado Avenue, Suite 400E
                  Santa Monica, CA 90404
                  Tel: (310) 586-7700

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Poling Investments, LLC            Note Payable       $17,916,548
Attn: Kathryn Poling
35 Miramounte Road
Carmel Valley, CA 93924

Dr. Sam & Dawn Maywood             Note Payable        $1,894,337
6105 Avenida Cresta
La Jolla, CA 92037

Crenshaw Family                    Note Payable        $1,163,528
Partnership Ltd.
Attn: Kirby Crenshaw
4245 Kemp Boulevard, Suite 711
Wichita Falls, TX 76308

Don Roger Norman Trust             Note Payable        $1,112,583
c/o  Norman Properties
P.O. Box 838
Poway, CA 92074

Ronald K. Walker and               Note Payable          $556,797
Jane C. Walker
10 Via Marino
Palm Coast, FL 32137

Kent Moerk                         Note Payable          $545,889
Chemin des Paves
2000 Newchatel
Switzerland

Dealer Financial Services          Trade Debt            $324,000
c/o Gardner Honsowetz
Potter Budge Ford LLP
725 Country Club Road
Eugene, OR 97401

John J. Rasmussen                  Note Payable          $290,882
6 Silver Maple Place
Novato, CA 94949

Marc de Garidel                    Note Payable          $290,882
55 Rue Jacques Dulua
Neuilly/Seine
France 92200

Denny Weinberg                     Note Payable          $281,043
2510 Alhambra Court
Camarillo, CA 93012

Gilbert S. Omeon                   Note Payable          $221,186

Global Network Ministries          Office Lease          $218,671

New Commence Investment Ltd.       Note Payable          $173,187

Richard Anthony Smee               Note Payable          $169,765

JP Turner & Company, LLC           Investment Banking    $148,500
                                   Services

Nicholas Hynes                     Note Payable          $142,165

Peter J. Ungaro and                Note Payable          $116,353
Brenda Ungaro

Ari Rubinstein                     Note Payable          $116,353

David M. Drury                                           $115,731

James Spallino                     Note Payable          $115,040


BLOCKBUSTER INC: Posts $35 Million Net Loss in Qtr. Ended Sept. 30
------------------------------------------------------------------
Blockbuster Inc. reported Thursday financial results for the third
quarter ended Sept. 30, 2007.

For the third quarter of 2007, net loss was $35.0 million, as
compared with a net loss of $24.7 million for the third quarter of
2006.  Net loss for the third quarter of 2007 included
$9.6 million in severance and lease termination costs.

Total revenues decreased 5.7% to $1.24 billion for the third
quarter of 2007 from $1.31 billion for the third quarter of 2006.

The revenue decrease is primarily due to the closure and sale of
526 company-operated stores worldwide.  This decrease was
partially offset by a $79.2 million year-over-year increase in
revenues from Blockbuster's online rental service resulting from
growth in the subscriber base, which totaled approximately
3.1 million total subscribers at the end of the quarter.

"We believe the actions we have taken over the last quarter have
better positioned Blockbuster for the future," said Jim Keyes,
Blockbuster chairman and chief executive officer.  "Going forward,
we are focused on protecting our core rental business, developing
new retail opportunities, and becoming the preferred provider of
digital entertainment.  To this end, we have launched a series of
initiatives centered around product availability and increased
emphasis on our retail business.  I am pleased with the progress
we have made both strategically and financially and believe we are
on our way to transforming Blockbuster into a company that is able
to generate total revenue growth, effectively redeploy resources
and balance investment in a manner that delivers favorable
returns."

As part of its previously announced efforts to improve
profitability, management said it has completed a preliminary
review of the company's cost structure and has implemented a plan
to reduce annualized overhead costs by approximately $45 million
through the elimination of staffing and operational redundancies
in the company's in-store and online corporate support structure
and through improvements in other operating efficiencies.
Management continues to evaluate a number of other methods to
reduce costs, including outsourcing various corporate functions.

Additionally, consistent with its efforts to strike an appropriate
balance between the growth of its online subscription service and
enhanced profitability, during the quarter the company implemented
pricing modifications to the BLOCKBUSTER Total Access offering,
reduced advertising spend and minimized promotion of the program
in its stores.  These actions significantly reduced the number of
unprofitable BLOCKBUSTER Total Access subscribers, improved
profitability across the remaining subscriber base and contributed
to a sequential improvement in the company's operating results
from the second quarter of 2007.

Further, in light of the company's emphasis on growing its overall
customer base - through its stores, through the mail and
eventually through the digital delivery of content - going
forward, the company will no longer be narrowly focused on its
online subscriber count but instead will concentrate on the growth
of, and report on, its total membership.

"During each month this quarter, over 20 million customers around
the world used the BLOCKBUSTER(R) brand to satisfy their needs for
media entertainment, and that customer base presents us with a
tremendous opportunity," said Keyes.  "Our goal is to continue to
increase our membership base by providing even more ways for
customers to get the entertainment they want through our stores,
through the mail and through new technologies."

Worldwide same-store rental revenues for the third quarter
increased 1.1% from the same period last year, reflecting a 2.3%
increase in domestic same-store rental revenues and a 2.8% decline
in international same-store rental revenues.  Worldwide same-store
retail revenues for the third quarter of 2007 increased 14.2% from
the same period last year largely due to a 79.5% increase in
international same-store game retail revenues.

Operating loss for the third quarter of 2007 totaled $5.6 million,
compared to operating income of $3.3 million for the same period
last year.  Gross profit decreased $75.7 million, which was
primarily driven by the decline in total revenues and an
approximately $29 million impact to rental gross profit associated
with the cost of free in-store exchanges under the BLOCKBUSTER
Total Access program.  Gross margin declined 270 basis points to
53.9% for the third quarter of 2007.  

Cash flow used for operating activities of $17.1 million for the
third quarter of 2007 reflected a $168.9 million decrease from
cash provided by operating activities of $151.8 million in the
third quarter of 2006.  Free cash flow decreased $174.5 million to
a negative $38.6 million for the third quarter of 2007 from a
positive $135.9 million for the third quarter of 2006.  Both
changes were primarily the result of changes in working capital
and rental library.

                      About Blockbuster Inc.

Headquartered in Dallas, Texas, Blockbuster Inc. (NYSE: BBI,
BBI.B) -- http://www.blockbuster.com/-- is a leading global  
provider of in-home movie and game entertainment, with over 7,800
stores throughout the Americas, Europe, Asia and Australia.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 8, 2007,
Standard & Poor's Ratings Services lowered its ratings on Dallas-
based Blockbuster Inc. to 'B-' from 'B'.  The outlook is negative.


BOMBARDIER INC: Fitch Affirms Low-B Ratings and Revises Outlook
---------------------------------------------------------------
Fitch Ratings affirmed the ratings for Bombardier Inc. and
Bombardier Capital Inc., as:

Bombardier Inc.

   -- Issuer Default Rating at 'BB-';
   -- Senior unsecured debt at 'BB-';
   -- Preferred stock at 'B'.

Bombardier Capital Inc.

   -- IDR at 'BB-';
   -- Senior unsecured debt at 'BB-'.

The rating outlook has been revised to Positive from stable. The
ratings cover outstanding debt and preferred stock totaling about
$5.4 billion as of July 31, 2007.  Due to the existence of a
support agreement and demonstrated support by the parent, BC's
ratings are linked to those of BBD.

The rating outlook revision to positive reflects expectations for
continued margin improvement, sales growth, and solid cash
generation in the next several quarters.  Strong orders in all of
BBD's businesses and a large backlog support projections for
continued improvement.  These factors, combined with some debt
maturities in February 2008, could lead to a steady improvement in
BBD's credit metrics and to a review of the ratings.

Bombardier's operating performance has been better than Fitch's
expectations in the past year.  Margins have improved at both
Bombardier Aerospace and Bombardier Transportation, sales have
grown at double digit rates in the first half of fiscal 2008, and
cash generation has been much stronger than projected.  Strong
free cash flow and an increase in regional jet orders have
addressed some of Fitch's most significant concerns, while the
business jet and transportation markets have remained solid.  The
company recapitalized in a conservative manner last year, and it
now has a solid balance sheet when considering the improvement in
most of its businesses during the past year.

Factors supporting the ratings include BBD's diversification,
leading market positions, the health of the business jet and
turboprop markets, cash balances, debt maturity schedule, BT's
successful restructuring, and large backlog.  

Rating concerns include the elevated but improving consolidated
gross debt levels compared to EBITDA; relatively low operating
margins; business jet market cyclicality; the pension plan
deficit; the impact of exchange rate volatility on margins,
financial results, and planning; and several RJ concerns,
including uncertainty regarding development of new aircraft models
and contingent obligations related to past aircraft sales.  BBD's
eventual decision about its potential entry into the mainline
aircraft market could potentially have an impact on its financial
and operating profile. Fitch believes the recent performance
issues with one operator's Q400 aircraft are not a significant
credit concern at this time.

As of July 31, 2007 BBD's leverage measures had improved from
levels reported over the past several years, largely as a result
of stronger operating performance.  Gross debt/EBITDA in the
latest 12 months ended July 31, 2007 was 4.1x compared to 4.6x at
the end of fiscal 2007.  The company's consolidated EBITDA margins
improved to 7.9% in the LTM period compared to 7.4% in F2007.  
BA's EBIT margins improved 220bps in the first half of F2008 to
5.5%, and BT's EBIT margins improved 100 bps to 4.3%.  Fitch
expects modest margin improvement for the rest of the year, and
continued margin expansion in F2009.

The company had nearly $3 billion of unrestricted cash balances at
the end of the fiscal second quarter, not including $1.2 billion
of restricted cash related to its letter of credit facility.  
Restricted cash balances are not available for liquidity purposes
or for the benefit of unsecured bond holders.  Bombardier's
unrestricted cash balances are the company's sole source of
liquidity because the LOC facility is not available on a revolving
credit basis.

Free cash flow in the LTM period was $1.4 billion.  The recent
cash performance was driven by advance payments related to strong
orders, decreases in BC's aircraft portfolio, and low capital
expenditures, all of which more than offset discretionary pension
contributions and seasonal working capital investment.  Fitch
expects BBD to generate additional free cash flow in the second
half despite higher expected capital expenditures.


BRANDYWINE REALTY: Earns $400,000 in Quarter Ended Sept. 30
-----------------------------------------------------------
Brandywine Realty Trust disclosed its financial and operating
results for the three and nine month periods ended Sept. 30, 2007.  
Net income totaled $400,000 in the third quarter of 2007, compared
to a $1.4 million net loss in the third quarter of 2006.  In both
instances, the results are influenced by
non-cash real estate depreciation and amortization charges which
are added back in the calculation of funds from operations.

Funds from operations totaled $62.0 million in the third quarter
of 2007, compared to $63.7 million in the third quarter of 2006.
Our FFO payout ratio for the third quarter of 2007 was 64.7%.

Net income totaled $16.9 million for the nine months ended Sept.
30, 2007, compared to a $19.6 million net loss for the nine months
ended Sept. 30, 2006.  The company realized a
$25.5 million gain on the disposition of discontinued operations
during the nine months ended Sept. 30, 2007, compared to a $5.2
million gain during the comparable period in 2006.

Funds from operations totaled $179.6 million for the nine months
ended Sept. 30, 2007, compared to $175.9 million for the nine
months ended Sept. 30, 2006.  The company's FFO payout ratio for
the first nine months of 2007 was 67.3%.
          
"We are pleased with our third quarter performance," stated Gerard
H. Sweeney, President and CEO of Brandywine Realty Trust.  "We
continue to experience occupancy gains in our core portfolio, even
as we were able to execute a series of value-added termination
transactions.  We achieved better operating margins, realized
improving rental rates and significantly reduced our capital
expenditures related to leasing activities, all in line with our
plan."

At Sept. 30, 2007, the company's balance sheet showed total assets
of $5.4 billion and total liabilities of $3.5 billion, resulting
in a stockholders' equity of $1.7 billion.  Equity as of Dec. 31,
2006, was $1.8 billion.

                         Distributions

On Sept. 12, 2007, the company's Board of Trustees declared a
quarterly dividend distribution of $0.44 per common share that was
paid on Oct. 19, 2007 to shareholders of record as of
Oct. 5, 2007.  The Board also declared quarterly dividend
distributions of $0.46875 per 7.50% Series C Cumulative Redeemable
Preferred Share and $0.460938 per 7.375% Series D Cumulative
Redeemable Preferred Share that were paid on
Oct. 15, 2007 to holders of record as of Sept. 30, 2007 of the
Series C and Series D Preferred Shares, respectively.

                   Share Repurchase Program

The company is authorized to purchase an additional 539,200 common
shares and may make repurchases from time to time in the open
market or in privately negotiated transactions, subject to market
conditions and compliance with legal requirements.  The share
repurchase program does not contain any time limitation and does
not obligate us to repurchase any shares.  The company may
discontinue the program at any time.

                  About Brandywine Realty Trust

Headquartered in Radnor, Pennsylvania, Brandywine Realty Trust
(NYSE: BDN), http://www.brandywinerealty.com/-- is one of the   
full-service, integrated real estate companies in the United
States and is focused primarily on the ownership, management and
development of class A, suburban and urban office buildings in
selected markets aggregating approximately 42 million square feet.

                          *     *     *

Fitch assigned a 'BB+' rating on Brandywine Realty Trust's
Preferred Stock.  The outlook is positive.


BROADHOLLOW FUNDING: Debt Payment Failure Spurs S&P's "D" Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of subordinated notes issued by Broadhollow Funding LLC to
'D' from 'CCC'.   At the same time, Standard & Poor's also lowered
its rating on the intercompany variable funding notes issued by
Melville Funding LLC and held by Broadhollow Funding LLC to 'D'
from 'BBB'.
     
The downgrades reflect Broadhollow's and Melville's failure to pay
the amounts outstanding on the subordinated and variable-funding
notes, respectively, that became due following the automatic event
of default that occurred 60 days after the Aug. 9, 2007 notice of
American Home Mortgage Investment Corp.'s bankruptcy filing.

Standard & Poor's rating analysis relied on the proceeds from
asset sales and the receipt of payments under market value swaps
to retire the outstanding subordinated and variable-funding notes.  
According to AHM, the full payment requested under the swaps was
not received, resulting in insufficient funds being available to
repay the Melville variable-funding notes.

Standard & Poor's understands that one of the swap providers, Bank
of America N.A., is disputing its obligations under its swap with
Broadhollow, and that the matter is the subject of litigation
between the parties.  Nevertheless, the Broadhollow subordinated
notes would have suffered a loss irrespective of the swap payments
due to insufficient proceeds from the collateral sale.  To date,
the subordinated and variable-funding notes have not been repaid
in full.
     
On Aug. 6, 2007, Standard & Poor's placed its ratings on the
subordinated notes from Broadhollow's series 2004-A and 2005-A on
CreditWatch with negative implications, and on Oct. 9, 2007,
lowered the ratings to 'CCC' from 'BBB'.
   

                        Ratings Lowered
   
                     Broadhollow Funding LLC
        Variable-rate subordinated notes series 2004-A

                             Rating
                             ------
                    To                  From
                    --                  ----
                    D                   CCC/Watch Neg
   
                     Broadhollow Funding LLC
         Variable-rate subordinated notes series 2005-A

                             Rating
                             ------
                    To                  From
                    --                  ----
                    D                   CCC/Watch Neg
   
                      Melville Funding LLC
             Variable funding notes series 2007-I

                             Rating
                             ------
                    To                  From
                    --                  ----
                    D                   BBB


BRODERICK CDO: Moody's Junks Rating on $4 Mil. Class E Notes
------------------------------------------------------------
Moody's Investors Service placed these notes issued by Broderick
CDO III Ltd. on review for possible downgrade:

   -- $318,750,000 Class A-3 Third Priority Senior Secured
      Floating Rate Delayed Draw Notes due 2050

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $56,250,000 Class A-4 Fourth Priority Senior Secured
      Floating Rate Notes due 2050

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $92,000,000 Class A-5 Fifth Priority Senior Secured
      Floating Rate Notes due 2050

      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:

   -- $28,000,000 Class B Sixth Priority Senior Secured
      Floating Rate Notes due 2050

      Prior Rating: Aa2

      Current Rating: Baa3, on review for possible downgrade

   -- $10,000,000 Class C Seventh Priority Senior Deferrable
      Secured Floating Rate Notes due 2050

      Prior Rating: A2

      Current Rating: Ba3, on review for possible downgrade

   -- $10,000,000 Class D Eighth Priority Mezzanine Deferrable
      Secured Floating Rate Notes due 2050

      Prior Rating: Baa2

      Current Rating: B3, on review for possible downgrade

   -- $4,000,000 Class E Ninth Priority Mezzanine Deferrable
      Secured Floating Rate Notes due 2050

      Prior Rating: Ba1

      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.


BRODERICK CDO: Moody's Lowers Ratings on Two Notes to Low-B
-----------------------------------------------------------
Moody's Investors Service placed these notes issued by Broderick
CDO 2 Ltd. on review for possible downgrade:

Class Descriptions:

   -- $42,000,000 Class A-1B Second Priority Senior Secured
      Floating Rate Notes due 2049

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $70,000,000 Class A-2 Third Priority Senior Secured
      Floating Rate Notes due 2049

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $67,600,000 Class B Fourth Priority Senior Secured
      Floating Rate Notes due 2049

      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:

   -- $23,500,000 Class C Fifth Priority Senior Deferrable
      Secured Floating Rate Notes due 2049

      Prior Rating: A2

      Current Rating: Baa2, on review for possible downgrade

   -- $8,000,000 Class D Sixth Priority Mezzanine Deferrable
      Secured Floating Rate Notes due 2049

      Prior Rating: Baa2

      Current Rating: Ba1, on review for possible downgrade

   -- $4,900,000 Class E Seventh Priority Mezzanine Deferrable
      Secured Floating Rate Notes due 2049

      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.


CAIRN MEZZ: Moody's Lowers Ratings on Three Notes to Low-B
----------------------------------------------------------
Moody's Investors Service placed these notes issued by Cairn Mezz
ABS CDO II Limited on review for possible downgrade:

Class Descriptions:

   -- $450,000,000 Class A1-VF Senior Secured Floating Rate
      Notes Due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $30,000,000 Class A2A Senior Secured Floating Rate Notes
      Due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $120,000,000 Class A2B Senior Secured Floating Rate Notes
      Due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $37,500,000 Class B1 Senior Secured Floating Rate Notes
      Due 2047

      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:

   -- $11,250,000 Class B2 Senior Secured Floating Rate Notes
      Due 2047

      Prior Rating: Aa3

      Current Rating: Baa1, on review for possible downgrade

   -- $33,750,000 Class C Mezzanine Secured Deferrable Interest
      Floating Rate Notes Due 2047

      Prior Rating: A2

      Current Rating: Baa3, on review for possible downgrade

   -- $30,000,000 Class D Mezzanine Secured Deferrable Interest
      Floating Rate Notes Due 2047

      Prior Rating: Baa2

      Current Rating: Ba3, on review for possible downgrade

   -- $16,875,000 Class E Mezzanine Secured Deferrable Interest
      Floating Rate Notes Due 2047

      Prior Rating: Ba1

      Current Rating: B2, on review for possible downgrade

   -- $10,000,000 Combination Notes Due 2047

      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.


CALDECOTT CDO: Moody's Junks Ratings on Three Note Classes
----------------------------------------------------------
Moody's Investors Service placed these notes issued by Caldecott
CDO 1, Ltd. on review for possible downgrade:

Class Descriptions:

   -- $200,000,000 Class A-1 First Priority Senior Secured
      Floating Rate Notes Due 2048

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $125,000,00 Class A-2 Second Priority Senior Secured
      Floating Rate Notes Due 2048

      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:

   -- $65,000,000 Class A-3 Third Priority Senior Secured
      Floating Rate Notes Due 2048

      Prior Rating: Aaa, on review for possible downgrade

      Current Rating: Baa1, on review for possible downgrade

   -- $40,500,000 Class B Fourth Priority Senior Secured
      Floating Rate Notes Due 2048

      Prior Rating: Aa2, on review for possible downgrade

      Current Rating: Baa3, on review for possible downgrade

   -- $16,500,000 Class C Fifth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2048

      Prior Rating: A2, on review for possible downgrade

      Current Rating: Ba2, on review for possible downgrade

   -- $18,000,000 Class D Sixth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2048

      Prior Rating: Baa2, on review for possible downgrade

      Current Rating: Caa2, on review for possible downgrade

   -- $10,500,000 Class E Seventh Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2048

      Prior Rating: Baa3, on review for possible downgrade

      Current Rating: Caa3, on review for possible downgrade

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

   -- $8,500,000 Class F Eighth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2048

      Prior Rating: Ba1, on review for possible downgrade

      Current Rating: Ca

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


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

Bankruptcy Case No.: 07-20512

Debtor-affiliate filing separate Chapter 11 petitions on
October 30, 2007:

        Entity                                     Case No.
        ------                                     --------
        Gryphon Field Services, L.L.C.             07-20511

Debtor-affiliate filing separate Chapter 11 petitions on
October 29, 2007:

        Entity                                     Case No.
        ------                                     --------
        Gryphon Production Co., L.L.C.             07-20510

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

Debtors' 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

Financial Condition of debtor-affiliate filing separate a Chapter
11 petition on October 29, 2007:

                           Estimated Assets       Estimated Debts
                           ----------------       ---------------
Gryphon Production Co.,    $1 Million to          $1 Million to
L.L.C.                     $100 Million           $100 Million

Financial Condition of debtor-affiliate filing separate a Chapter
11 petition on October 30, 2007:

                           Estimated Assets       Estimated Debts
                           ----------------       ---------------
Gryphon Field Services,    $1 Million to          $1 Million to
L.L.C.                     $100 Million           $100 Million

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


CHRYSLER LLC: Overall October 2007 U.S. Sales Down 9%
-----------------------------------------------------
Chrysler LLC reported U.S. sales for October 2007 of 145,316
units; down 9% compared to October 2006 with 159,586 units sold.

"Growing concerns about the housing slump are showing up in
consumers' expectations about future economic conditions as auto
sales for the month of October continue below trend levels,"
Darryl Jackson, Vice President - U.S. Sales, said.  "Today's
company announcement on product changes reflects our customer-
driven philosophy and current market conditions."

Chrysler brand car sales were led by Sebring Sedan which posted
sales of 5,015 units, up 86% versus 2006 and Sebring Convertible
which finished the month with sales of 1,856 units, up 837% versus
October 2006.  Chrysler Town & Country sales rose 26% to 12,177
units versus October 2006 with 9,668 units.

Jeep(R) brand sales were down 21% year-over-year, driven by
planned fleet reductions.  Jeep Wrangler and Wrangler Unlimited
posted sales of 9,354 units, up 8% versus October 2006.

Dodge brand car sales increased 18% over last year, aided by
steady sales of the Dodge Avenger with 6,268 units delivered.

"Given the competitive market, our approach is to provide
substantial value to our consumers by offering consumer cash and
lease cash on the majority of our 2008 models in November,"
Michael Keegan, Vice President - Volume Planning and Sales
Operations, said.  "We will also introduce 0% APR for 36 months on
2008 models through the end of the month."

Chrysler finished the month with 469,426 units of inventory, or an
84-day supply.  Inventory is down by 8% compared to October 2006
when it was at 508,724 units.

                       About Chrysler LLC

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

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

Chrysler is a unit of Cerberus Capital Management.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2007,
Standard & Poor's Ratings Services said its corporate credit
ratings on Chrysler LLC and DaimlerChrysler Financial Services
Americas LLC remain on CreditWatch with positive implications,
following the United Auto Workers' narrow approval of the new
Chrysler-UAW labor contract.  The ratings were placed on
CreditWatch on Sept. 26, 2007, based on S&P's belief that Chrysler
would reach a deal similar to the one General Motors Corp. reached
with the UAW on that date.

As reported in the Troubled Company Reporter on Aug. 8, 2007,
Standard & Poor's Ratings Services revised its loan and recovery
ratings on Chrysler LLC (B/Negative/--), including a 'BB-' rating
to the $5 billion "first-out" first-lien term loan tranche.  This
rating, two notches above the corporate credit rating of 'B' on
Chrysler LLC, and the '1' recovery rating indicate S&P's
expectation for very high recovery in the event of payment
default.  S&P also assigned a 'B' rating to the $5 billion
"second-out" first-lien term loan tranche.  This rating, the same
as the corporate credit rating, and the '3' recovery rating
indicate S&P's expectation for a meaningful recovery in the event
of payment default.

Moody's Investors Service has affirmed Chrysler Automotive LLC's
B3 Corporate Family Rating, and the Caa1 rating of the company's
$2 billion senior secured, second lien term loan in connection
with the closing of DaimlerChrysler AG's sale of a majority
interest of Chrysler Group to Cerberus Capital Management LLC.


CHRYSLER LLC: Plans Product and Plant Changes in North America
--------------------------------------------------------------
Chrysler LLC disclosed that it would make volume-related
reductions at several of its North American assembly and
powertrain plants, and eliminate four products from its
line-up.

Shifts will be eliminated at five North American assembly plants
which, combined with other volume-related manufacturing actions,
will lead to a reduction of 8,500-10,000 additional hourly jobs
through 2008.

Additional actions include reductions of salaried employment by
1,000 and supplemental (contract) employment by 37%.  The Company
also plans to eliminate hourly and salaried overtime and reduce
purchased services due to reduction in volume.

The volume-related actions are in addition to 13,000 jobs
eliminated by the three-year Recovery and Transformation Plan
announced in February.  The objectives of the RTP remain the same.

"The market situation has changed dramatically in the eight months
since Chrysler established the Recovery and Transformation Plan as
its blueprint," Bob Nardelli, Chairman and Chief Executive
Officer, said.  "Annual industry volume (U.S. market) then was
running at a 17.2 million clip.  Now, we expect a seasonally
adjusted annual volume for 2007 to be significantly lower and
carry over into 2008."

"We have to move now to adjust the way our company looks and acts
to reflect a smaller market," Tom LaSorda, Vice Chairman and
President, added.  "That means a cost base that is right-sized and
an appropriate level of plant utilization."

Mr. LaSorda added that third-shift operations at assembly plants
usually reflect a high demand after a product is launched.  Three
of the five plants affected by this action are the result of
elimination of third shifts -- in Belvidere, Illinois; Toledo,
Ohio, and Brampton, Ontario.

In contract negotiations just concluded with the United Auto
Workers union, Chrysler committed to spending more than
$15 billion on products, plants and engineering during the
life of the contract through 2011.

The company reported that it will eliminate four models through
2008, including Dodge Magnum, the convertible version of Chrysler
PT Cruiser, Chrysler Pacifica and Chrysler Crossfire.  In the same
time frame, Chrysler will add two all-new products to its
portfolio: the Dodge Journey and Dodge Challenger, along with two
new hybrid models, the Chrysler Aspen and Dodge Durango.

"These actions reflect our new customer-driven philosophy and
allow us to focus our resources on new, more profitable and
appealing products," Jim Press, Vice Chairman and President,
added.  "Further, these product actions are all in response to
dealer requests."

                     Manufacturing Actions

Chrysler will eliminate shifts at five assembly plants, and take
further volume-related actions at several other facilities.  It
will:

   * drop third-shift operations at Belvidere Assembly Plant in
     Illinois in the first quarter 2008.  Belvidere builds the
     Dodge Caliber, Jeep Patriot and Jeep Compass.

   * drop second-shift operations at its Jefferson North
     Assembly Plant in Detroit, Michigan, in the first quarter
     2008.  It's expected that the plant will return to two
     shifts in first quarter 2010 with the introduction of the
     next generation of sport-utility vehicles.  The addition
     of a third shift will remain an option, depending on
     market demand.  Jefferson North builds the Jeep Grand
     Cherokee and Jeep Commander.

   * drop third-shift operations at the Toledo North Assembly
     Plant in Ohio in the first quarter 2008.  Toledo North
     builds the Jeep Liberty and Dodge Nitro.

   * drop third-shift operations at Brampton Assembly Plant in
     Ontario in first quarter 2008.  Brampton will build the
     Chrysler 300, Dodge Charger and Dodge Challenger.  The
     Dodge Magnum will be discontinued.

   * drop second shift operations at Sterling Heights Assembly
     Plant in Michigan in first quarter 2008.  Sterling Heights
     builds the Dodge Avenger and Chrysler Sebring sedans and
     Chrysler Sebring Convertible.

   * in addition, Mack Avenue Engine Plant II in Detroit,
     Michigan, will return to a traditional two-shift/two-crew
     operation in the first quarter 2008 after operating on a
     three-crew, two-shift, 120-hour-per-week (3/2/120)
     schedule.  Mack II builds the 3.7-liter V-6 engine.

"I'm confident that we have the right team in place and a business
plan that doesn't need to be re-written," concluded Mr. Nardelli.  
"Like all good plans, the RTP has built-in flexibility that allows
us to stay one step ahead of market change. And that is the way to
long-term sustained profitability."

                       About Chrysler LLC

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

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

Chrysler is a unit of Cerberus Capital Management.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2007,
Standard & Poor's Ratings Services said its corporate credit
ratings on Chrysler LLC and DaimlerChrysler Financial Services
Americas LLC remain on CreditWatch with positive implications,
following the United Auto Workers' narrow approval of the new
Chrysler-UAW labor contract.  The ratings were placed on
CreditWatch on Sept. 26, 2007, based on S&P's belief that Chrysler
would reach a deal similar to the one General Motors Corp. reached
with the UAW on that date.

As reported in the Troubled Company Reporter on Aug. 8, 2007,
Standard & Poor's Ratings Services revised its loan and recovery
ratings on Chrysler LLC (B/Negative/--), including a 'BB-' rating
to the $5 billion "first-out" first-lien term loan tranche.  This
rating, two notches above the corporate credit rating of 'B' on
Chrysler LLC, and the '1' recovery rating indicate S&P's
expectation for very high recovery in the event of payment
default.  S&P also assigned a 'B' rating to the
$5 billion "second-out" first-lien term loan tranche.  This
rating, the same as the corporate credit rating, and the '3'
recovery rating indicate S&P's expectation for a meaningful
recovery in the event of payment default.

Moody's Investors Service has affirmed Chrysler Automotive LLC's
B3 Corporate Family Rating, and the Caa1 rating of the company's
$2 billion senior secured, second lien term loan in connection
with the closing of DaimlerChrysler AG's sale of a majority
interest of Chrysler Group to Cerberus Capital Management LLC.


CITGO PETROLEUM: Fitch Holds BB Issuer Default Rating
-----------------------------------------------------
Fitch Ratings affirmed these CITGO Petroleum Corp. ratings:

   -- Issuer Default Ratings at 'BB';
   -- $1.15 billion senior secured credit facility at 'BBB-';
   -- $700 million secured term-loan B at 'BBB-';
   -- Fixed-rate industrial revenue bonds at 'BBB-'.

The rating outlook for CITGO is stable.

The main drivers behind the rating include: the continued strength
of U.S. refining fundamentals; the competitiveness of CITGO's
three heavy-conversion capacity refineries; and record-high market
valuations for refining assets, which enhances the value of
CITGO's secured facilities.  Ongoing concerns revolve primarily
around the ownership of CITGO by Petroleos de Venezuela S.A
(PDVSA, IDR 'BB-'; Outlook Negative), the national oil company of
Venezuela.  CITGO currently sends most of its excess cash to its
parent, which could limit CITGO's financial flexibility during a
downturn.

For the twelve months ending June 30, 2007, CITGO paid $2.42
billion in distributions to its parent.  In May, CITGO amended its
credit facility to allow for a cumulative total of $4 billion in
distributions to parent PDV America from asset sales, up from the
previous limit of $3 billion.

CITGO's secured facilities are backed by the company's current
assets (accounts receivable and inventories) as well as the Lake
Charles, Louisiana and Corpus Christi, Texas refineries. Covenants
include a maximum debt to capitalization of 55% and a minimum
EBITDA to interest coverage of 3x to 1x.  The agreements also
contain a carve-out provision to allow for additional debt
totaling the greater of $200 million or 10% of CITGO's net worth
as well as a $250 million accounts receivable securitization
program.

CITGO's refineries can process a high percentage of heavy sour
crude, which typically sells at a substantial discount to lighter
crudes such as benchmark West Texas Intermediate. CITGO's
discounts, however, are limited somewhat by the crude contracts
with Venezuela which account for a notable portion of CITGO's
crude throughput.

CITGO is one of the largest independent crude oil refiners in the
U.S. with three modern, highly complex crude oil refineries and
two asphalt refineries.  Following the sale of its stake in the
CITGO-Lyondell joint-venture refinery in Houston, CITGO now owns
859,000 barrels per day of crude refining capacity.  CITGO branded
fuels are marketed through more than 8,200 independently owned
outlets.  CITGO is owned by PDV America, an indirect, wholly owned
subsidiary of Petroleos de Venezuela S.A., the state-owned oil
company of Venezuela.


CMS ENERGY: Fitch Lifts Issuer Default Rating to BB+
----------------------------------------------------
Fitch Ratings upgraded the ratings for CMS Energy Corp. and
Consumers Energy Co. as follows:

CMS Energy Corp.

   -- Issuer Default Rating to 'BB+' from 'BB-';
   -- Senior Secured Bank Loan to 'BBB-' from 'BB+';
   -- Senior Unsecured Debt to 'BB+' from 'BB-';
   -- Preferred Stock to 'BB' from 'B'.

CMS Energy Trust I

   -- Preferred Stock to 'BB' from 'B'.

Consumers Energy Co.

   -- IDR to 'BBB-' from 'BB+';
   -- Senior Secured Debt to 'BBB+' from 'BBB';
   -- Senior Unsecured Debt to 'BBB' from 'BBB-';
   -- Preferred Stock to 'BBB-' from 'BB+'.

Consumers Financing I

   -- Preferred Stock to 'BBB-' from 'BB+'.

The rating outlook on CMS and Consumers is stable and the Rating
Watch Positive designations have been removed.  CMS and Consumers
were originally placed on Rating Watch Positive on Aug. 6, 2007.

The new ratings reflect CMS' reduced business risk profile as it
has exited its international businesses and continues to focus on
the utility operations at Consumers.  Favorably, the company has
used portions of the $1.9 billion proceeds from asset sales in
2007 to pay down parent company debt and infuse equity into its
utility subsidiary.  CMS has infused
$650 million of equity into Consumers, and is expected to repay
about $650 million of consolidated debt by year-end 2007.

As a result, consolidated credit metrics and debt leverage are
forecasted to improve in 2008, despite the loss of earnings from
some of the divested assets.  Fitch projects that CMS'
consolidated funds flow interest ratio will improve from 2.9x in
2006 to 3.5x by 2009, and Debt to EBITDA will decline to 4.9x from
9.9x in the same time period.

Due to improvement at CMS, the new ratings for Consumers are now
more reflective of the utility's standalone credit quality. The
company benefits from sound electric and gas operations, as well
as solid credit metrics, with stable and predictable cash flows.  
Operating risk has been reduced with the sale of the Palisades
Nuclear facility earlier this year.  The upgrade considers the
significant capital expenditure program going forward, including
the pending purchase of the Zeeland gas-fired power plant and
plans to build a new 800MW coal plant in Michigan by 2015.  
Fitch's rating assumes that the company will not embark on any
large capital investments without first attaining timely recovery
mechanisms for increased expenditures.

The Stable Outlook for CMS takes into account Fitch's expectation
that CMS will benefit from the relatively stable cash flow
generation at Consumers, reduce parent debt levels as currently
contemplated, and maintain a disciplined approach to its re-
established dividend policy.  The outlook for Consumers reflects
Fitch's assumption that the regulatory environment in Michigan
will continue to be relatively constructive, even with the recent
appointment of two new Commissioners, and that the utility will
receive a reasonable outcome to its pending electric rate case.  
Consumers filed for a $157 million rate increase in August 2007,
with an 11.25% authorized return on equity.  A final order is
expected by the second quarter of 2008.

CMS Energy Corp. is a utility holding company whose primary
subsidiary is Consumers Energy, a regulated electric and gas
utility serving more than 3.5 million customers in Western
Michigan.  CMS also has operations in natural gas pipelines and
independent power production.


COACH AMERICA: Weak Performance Cues S&P's Negative CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B' long-term corporate credit rating, on Coach America
Holdings Inc. on CreditWatch with negative implications.  The
rating action reflects the company's weaker-than-expected
financial performance in recent quarters.  The Dallas-based bus
company has about $330 million in lease-adjusted debt.
      
"Coach America has experienced recent profit pressures that have
caused covenant compliance to become tighter than expected," said
Standard & Poor's credit analyst Lisa Jenkins.
     
Coach America is the largest charter bus operator and the second-
largest motorcoach services provider in the U.S. While economic
and competitive conditions in its various markets affect demand,
recent profit pressures stem from company-specific customer
contract issues and operating inefficiencies.   The company is
addressing these issues through contract renegotiation and
internal process changes.  As a result, S&P expect better
operating performance over time.  However, the timing and
magnitude of the improvement is uncertain.  Coach America is
especially vulnerable to profit pressures given its highly
leveraged capital structure.  Debt to EBITDA is currently about
6x.  The company is privately owned and does not release financial
results to the public.
     
To resolve the CreditWatch, Standard & Poor's will evaluate the
likelihood that actions Coach America management is taking to
improve financial performance will succeed and assess the
company's near-term operating and liquidity outlook.  S&P will
likely lower the rating if it appears that financial performance
will remain weaker than expected over the near to intermediate
term, especially if the weakness appears likely to lead to a
covenant issue.


COEUR D'ALENE: Earns $3.6 Million in 3rd Quarter Ended Sept. 30
---------------------------------------------------------------
Coeur d'Alene Mines Corporation reported Friday that the company's
quarterly net income for the third quarter of 2007 totaled
$3.6 million, compared to net income of $18.4 million for the
third quarter of 2006.  Included in the third quarter results for
2007 are expenses of $2.5 million associated with the cessation of
mining activities at the Rochester mine during the third quarter.  

The company reported quarterly revenue of $52.9 million compared
to $50.6 million during last year's third quarter.

For the first nine months of 2007, revenue was $155.4 million,
compared to $149.5 million in the year-ago period.  Net income
during the first nine months of 2007 was $29.6 million, compared
to net income of $65.3 million for the same period in 2006.   
Results for the first nine months of 2006 included a gain of
$11.1 million from the sale of Coeur Silver Valley as well as
$2.0 million of income from CSV operations.

In terms of production levels, Coeur produced 2.7 million ounces
of silver and 20,500 ounces of gold during the third quarter and
8.3 million ounces of silver and 70,500 ounces of gold through the
first nine months of the year.  Coeur produced 3.3 million ounces
of silver and 30,000 ounces of gold during the third quarter of
2006 and 9.4 million ounces of silver and 84,500 ounces of gold
during the first nine months of 2006.

In commenting on the Company's performance, Dennis E. Wheeler,
chairman, president and chief executive officer, said, "During the
recent quarter, we made substantial progress on all of the
company's strategic initiatives that we believe will result in
Coeur becoming the world's undisputed leader in silver.  The San
Bartolome silver mine in Bolivia, the world's largest pure silver
mine under construction, remains on schedule for a February 2008
production start up.

"In Australia, both Broken Hill and Endeavor continue to deliver
improved results in 2007.  Cash costs remain consistently low and
we are nearing complete payback of our investments made just
2 years ago.  The company expects to continue receiving silver
production from Endeavor for at the least the next 15 years and
from Broken Hill for the next 7 years," Mr. Wheeler continued.

"The Bolnisi Gold NL and Palmarejo Silver and Gold Corporation
merger transaction is expected to close in mid-December following
the Coeur shareholder vote on Dec. 3, 2007.  Construction is
progressing at the Palmarejo project under Coeur's management.  We
believe the Palmarejo project is the largest and highest quality
silver-gold project currently under development in the world
today.  Once Palmarejo is in production in 2009, Coeur expects to
produce nearly 29 million ounces of silver--a 142% increase over
current levels--at industry-low cash costs below $1.75 per ounce--
a 55% reduction from current levels."

         Balance Sheet and Capital Investment Highlights

The company had $208.8 million in cash, equivalents and short term
investments as of Sept. 30, 2007.  Capital expenditures during the
third quarter of 2007 totaled $57.3 million, most of which was
spent on the San Bartolome silver project.

Mr. Wheeler commented, "Our liquidity position remains very
strong, with $209 million in cash, equivalents and short-term
investments.  Together with cash flow from operations, we expect
to complete the construction of the San Bartolome silver project,
the Palmarejo silver and gold project, and the Kensington gold
project without the need for additional outside capital."

At Sept. 30, 2007, the company's consolidated balance sheet showed
$889.5 million in total assets, $276.0 million in total
liabilities, and $613.5 million in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?24be

                       About Coeur d'Alene

Headquartered in Coeur d' Alene, Idaho, Coeur d'Alene Mines Corp.
(NYSE:CDE) (TSX:CDM) -- http://www.coeur.com/-- is a gold and  
silver mining company.  The company has mining interests in
Alaska, Argentina, Australia, Bolivia, Chile, and
Nevada.                        

                          *     *     *

Coeur d'Alene Mines Corp.'s $180 Million notes due Jan. 15, 2024,
carry Standard & Poor's B- rating.


COMFORCE CORP: Sept. 30 Balance Sheet Upside-Down by $11.7 Million
------------------------------------------------------------------
COMFORCE Corporation reported Thursday results for its third
quarter ended Sept. 30, 2007.

COMFORCE Corp.'s consolidated balance sheet at Sept. 30, 2007,
showed $182.6 million in total assets, $194.3 million in total
liabilities, resulting in an $11.7 million total shareholders'
deficit.

Net income for the third quarter was $1.8 million, compared to net
income of $935,000 for the third quarter of 2006.

Revenues for the quarter rose 7.5% to $150.7 million, compared to
revenues of $140.2 million for the third quarter 2006.  The
increase in revenues was primarily due to continued growth in the
Human Capital Management Services segment, consisting of PRO
Unlimited(R), where revenues increased $8.7 million, or 10.3% over
third quarter 2006.  Further, PRO recorded gross profit for the
third quarter of $12.1 million, compared to $10.6 million for the
comparable quarter last year.  Staff Augmentation revenues
increased by $1.9 million, or 3.5%, principally due to a
$2.1 million increase in Technical Services sales and a
$1.2 million increase in services provided to Information
Technology customers.  This was partially offset by a $2.0 million
decrease in Telecom Services revenue to $2.0 million, compared to
$4.0 million for last year's third quarter.
    
Gross profit for the third quarter of 2007 was $23.2 million, or
15.4% of revenues, compared to $22.0 million, or 15.7% of revenues
for the third quarter of 2006.
    
The company reported operating income of $4.2 million for the
quarter, compared to operating income of $4.1 million for the same
period last year.

Interest expense was $1.9 million for the third quarter of 2007,
compared to $2.3 million for the third quarter of 2006.  As of
Sept. 30, 2007, the company's public debt stood at $12.9 million,
compared to $138.8 million in June 2000.

COMFORCE recorded income before income taxes of $2.7 million for
the third quarter of 2007, compared to income before income taxes
of $1.8 million for the same period last year.  The company
recognized a tax provision of $874,000 for the third quarter of
2007, compared to a tax provision of $816,000 in the third quarter
of 2006.
    
                       Nine Months Results
    
COMFORCE reported revenues of $442.0 million for the first nine
months of 2007, compared to revenues of $418.7 million for the
first nine months of 2006, a 5.5% increase.  The company's
revenues for the first nine months were favorably impacted by the
continued strong performance of PRO Unlimited, where revenues
increased $25.5 million over the first nine months of 2006.  PRO
recorded gross profit of $35.8 million for the nine month period,
compared to gross profit of $30.5 million for the comparable
period last year.

The company's gross profit for the first nine months of 2007 was
$68.6 million, or 15.5% of revenues, compared to a gross profit of
$64.3 million, or 15.3% of revenues for the first nine months of
2006.
    
Operating income was $11.8 million for the first nine months of
2007, compared to $11.5 million for the first nine months of 2006.
    
COMFORCE reported income before income taxes of $6.1 million for
the first nine months of 2007, compared to income before income
taxes of $4.4 million for the first nine months of 2006.  In the
second quarter of 2007, COMFORCE redeemed $10.0 million principal
amount of 12% Senior Notes, resulting in a loss on debt  
extinguishment of $424,000 for the first nine months of 2007.  The
company recognized a tax provision of $2.3 million for the nine
month period ended Sept. 30, 2007, compared to a tax provision
of $2.2 million for the same period last year.

COMFORCE reported net income of $3.8 million for the first nine
months of 2007, compared to net income of $2.2 million for the
first nine months of 2006.

                     Comments from Management
    
John Fanning, chairman and chief executive officer of COMFORCE
commented, "We are most pleased with our increase in revenues and
net income for both the third quarter and nine months.  The third
quarter represented our 17th consecutive quarter of year-over-year
increased revenue growth.  PRO Unlimited continued to be the main
driver behind our improved performance.  At the same time PRO's
gross profit increased to $12.1 million for the quarter, up from
$10.6 million for the same period last year.

"We were also happy to have posted increases in revenues of
$1.9 million in Staff Augmentation primarily as a result of
increased sales to our Technical and Information Technology
customers."

Mr. Fanning concluded, "We are pleased with the results for the
first nine months and will continue to work to grow our company.  
I remain optimistic about COMFORCE's prospects, especially as it
relates to PRO for the balance of 2007 and for 2008."

                       About COMFORCE Corp.

Headquartered in Woodbury, New York, COMFORCE Corporation (Amex:
CFS) -- http://www.comforce.com/-- provides utsourced staffing
management services that enable Fortune 1000 companies and other
large employers to consolidate, automate and manage staffing,
compliance and oversight processes for their contingent
workforces.  The company also provides specialty staffing,
consulting and other outsourcing services to Fortune
1000 companies and other large employers for their healthcare
support services, technical and engineering, information
technology, telecommunications and other staffing needs.  The
company operates in three segments -- Human Capital Management
Services, Staff Augmentation and Financial Outsourcing Services.


COSTA BELLA: Moody's Cuts Ratings on Three Notes to Low-B
---------------------------------------------------------
Moody's Investors Service placed these notes issued by Costa Bella
CDO Ltd. on review for possible downgrade:

Class Descriptions:

   -- Class A-1 Swap

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $250,000,000 Class A-1 First Priority Senior Secured
      Floating Rate Notes Due 2046

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $40,000,000 Class A-2 Second Priority Senior Secured
      Floating Rate Notes Due 2046

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

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

   -- $30,000,000 Class B Third Priority Senior Secured
      Floating Rate Notes Due 2046

      Prior Rating: Aa2

      Current Rating: Baa2, on review for possible downgrade

   -- $5,000,000 Class C Fourth Priority Senior Secured
      Floating Rate Notes Due 2046

      Prior Rating: Aa3

      Current Rating: Baa3, on review for possible downgrade

   -- $23,000,000 Class D Fifth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2046

      Prior Rating: A2

      Current Rating: Ba3, on review for possible downgrade

   -- $18,500,000 Class E Sixth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2046

      Prior Rating: Baa2

      Current Rating: B1, on review for possible downgrade

   -- $10,500,000 Class F Seventh Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2046

      Prior Rating: Baa3

      Current Rating: B2, on review for possible downgrade

   -- $7,500,000 Class G Eighth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2046

      Prior Rating: Ba2

      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.


DAVID DURDEN: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: David Bryan Durden
        Valerie C. Durden
        3511 Hanover Place
        Santa Rosa, CA 95404

Bankruptcy Case No.: 07-11378

Chapter 11 Petition Date: October 29, 2007

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Craig A. Burnett, Esq.
                  Law Offices of Craig A. Burnett
                  537 4th Street #A
                  Santa Rosa, CA 95401
                  Tel: (707) 523-3328

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of his 15 Largest Unsecured Creditors:

   Entity                       Nature of Claim     Claim Amount
   ------                       ---------------     ------------
Countrywide Home Loans          Residence             $1,536,450
P.O. Box 10229                  Location: 3511
Van Nuys, CA 91410              Hanover Place,       ($2,000,000
                                                        secured)
                                                     ($1,365,740
                                                    senior lien)
                             
IRS                             Income taxes            $124,670
P.O. Box 21125
Philadelphia, PA 19114

Sallie Mae Servicing            Student loan             $84,860
P.O. Box 4600
Wilkes Barre, PA 18773

USAA Savings Bank               Credit card              $26,497

Bank of America                 Credit card              $20,501

Chase Bank                      Credit car               $11,928

GE Money Bank                                             $9,043

Saks                            Credit card               $8,247

Wells Fargo Bank                Credit card               $6,263

Washington Mutual               Credit card               $5,361

Charles Schwab                  Credit card               $5,234

Nordstorm                       Credit card               $4,932

Capital One                     Credit card               $4,839

Beneficial                                                $4,501

Chase                           Credit card               $3,092


DIXIE GROUP: Earns $2.2 Million in Quarter Ended September 29
-------------------------------------------------------------
The Dixie Group, Inc. reported financial results for the third
quarter and nine months ended Sept. 29, 2007.  For the third
quarter, net income was $2.2 million, compared with net income of
$2.6 million, for the third quarter of 2006.  Sales for the third
quarter of 2007 were $82.3 million, down 1.5% from sales of
$83.6 million in the year-earlier quarter.

For the nine months ended Sept. 29, 2007, net income was
$4.8 million, compared with net income of $4.3 million, for the
similar period in 2006.  Sales for the nine-month period in 2007
were $241.2 million, down 3.8% from sales of $250.8 million in the
prior-year period.

"Our carpet sales continued to outpace the carpet industry, which
reported an 8.1% decline in sales for the third quarter compared
with the third quarter of last year," Daniel K. Frierson, chairman
and chief executive officer, said.  "The industry reported that
sales of residential carpet declined 13.8% and sales of commercial
carpet grew 2.5%.  Our third quarter carpet sales were essentially
flat.  Sales of our residential carpet products were down 10.7%
and commercial carpet product sales rose 23.8%.  Our residential
carpet business continued to be affected by general industry
weakness and the significant decline in sales to one large home
center customer.  Sales to our other customers reflected an 8%
decline in sales of residential carpet products and 2.3% growth in
total carpet sales.  During the third quarter, sales of our new
modular/carpet tile products were over $1.5 million and sales of
our commercial broadloom products grew over 18% compared with the
year-earlier-quarter.

At Sept. 29, 2007, the company's balance sheet total assets of
$294.8 million and total liabilities of $154.1 million, resulting
in a $140.6 million stockholders' equity.

The Dixie Group Inc. (NASDAQ:DXYN) -- http://thedixiegroup.com/--  
sells and makes carpets and rugs to higher-end residential and
commercial customers through the Fabrica International, Masland
Carpets, and Dixie Home brands.

                          *     *     *

Dixie Group's subordinated debt and probability of default carry
Moody's B3 and B1 ratings respectively, while its long-term
foreign and local corporate credits carry Standard & Poor's B+
rating.


DOBSON COMMS: Merger with AT&T Inc. Obtains US DOJ's Clearance
--------------------------------------------------------------
The U.S. Department of Justice cleared the proposed merger of
Dobson Communications Corporation and AT&T Inc., allowing the
merger to proceed while requiring that AT&T divest Dobson's
operations in three rural service areas -- one in Oklahoma and two
in Kentucky -- and sell the Cellular One brand name that the
company currently owns.

The rural service areas include Oklahoma rural service area
(RSA)-5, an area outside of Oklahoma City; and two areas outside
of Lexington, KY, Kentucky RSAs 6 and 8.  These RSAs represent a
small portion of Dobson's overall customer base. AT&T must also
divest the Cellular One brand, which is used by several
independent wireless carriers.

In addition, AT&T is required to divest minority interests it
holds in wireless businesses operating in Texas RSA-9 and Missouri
RSA-1.

The West Virginia Public Service Commission and the Arizona
Corporation Commission have also cleared the Merger.

A review of the Merger is pending with the Federal Communications
Commission.  The company is hopeful that the approval process with
the FCC will be completed and expects to close promptly after
receipt of that approval.

There can be no assurance that the Merger will become effective
this year or any other date.  The Merger may become effective this
year, on a later date, or not at all, and is subject to the
satisfaction or waiver of all of the conditions to closing set
forth in the Agreement and Plan of Merger dated June 29, 2007,
among the company, AT&T Inc. and Alpine Merger Sub Inc.,
including, obtaining the required consent of the Federal
Communications Commission.

                        About AT&T Inc.

Headquartered in San Antonio, Texas, AT&T Inc. (NYSE:T) --
http://www.att.com/--  is a holding company whose subsidiaries  
and affiliates operate in the communications services industry
both domestically and internationally providing wireline and
wireless telecommunications services and equipment, well as
directory advertising and publishing services.  The services and
products offered by the company include local exchange services,
wireless communications, long-distance services, data/broadband
and Internet services, telecommunications equipment, managed
networking, wholesale services, directory advertising and
publishing.

              About Dobson Communications Corporation

Headquartered in Oklahoma City, Dobson Communications Corporation
(Nasdaq:DCEL) -- http://www.dobson.net/-- provides wireless  
service in rural and suburban areas of the US.  The company owns
wireless operations in 17 states.

                          *     *     *

Moody's Investor Service placed Dobson Communications
Corporation's long term corporate family and probability of
default ratings at 'B2' in July 2007.  The ratings still hold to
date.


DS WATERS: Closed $225MM Holdco Note Cues S&P to Hold B- Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Atlanta, Gerogia-based DS Waters of America Inc.  
The outlook is stable.
     
At the same time, S&P raised the rating on the senior secured
credit facility to 'B+' from 'B-' and revised the recovery rating
to '1', indicating S&P's expectation of very high (90%-100%)
recovery in the event of a payment default, from '3'.
     
The rating actions follow the closing of a $225 million holdco
paid-in-kind interest note due 2012 (unrated) issued by DSW Group
Inc., a new holding company that acquired 100% of the equity of
DSW Holdings Inc.
     
The new holdco loan is secured by 100% of the issued and
outstanding stock of DSW Holdings.  DS Waters Holdings LLC owns
100% of the equity of DSW Group Inc.  There are no upstream
guarantees from DS Waters Enterprises Inc., the guarantor of
operating entity DS Waters of America Inc.  For analytical
purposes, Standard & Poor's views DSW Group Inc., DSW Holdings,
and DS Waters as a single economic entity.  Pro forma for the
transaction, DS Waters (consolidated for holding company debt) had
approximately $737 million of lease-adjusted total debt as of
Sept. 28, 2007.
     
About $207 million in proceeds from the new $225 million loan will
be used to pay existing management and private equity sponsor
Kelso & Co. a dividend, and about $13 million in special bonuses
will be paid to option holders.  As a result, credit protection
measures will weaken, with leverage rising to the mid-4x area from
about 3x for the 12 months ended Sept. 28,
2007, on a pro forma basis.  While this leveraged-dividend (the
second such dividend since February 2007) reflects an even more
aggressive financial policy, S&P believe that the company has
sufficient liquidity to maintain the rating.
      
"The ratings on DS Waters reflect its very aggressive financial
policy, leveraged financial profile, narrow business focus, its
participation in the relatively mature home office delivery
segment of the U.S. bottled water industry, and its strong market
position within this segment," said Standard & Poor's credit
analyst Bea Chiem.


ELK POWER: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Elk Power, Inc.
        1355 Rosely Road
        Saint Marys, PA 15857

Bankruptcy Case No.: 07-11775

Type of Business: The Company sells construction and mining
                  machinery, in wholesale, and lawn and garden
                  equipment, in retail.  See
                  http://www.elkpower.com

Chapter 11 Petition Date: November 1, 2007

Court: Western District of Pennsylvania (Erie)

Debtor's Counsel: Alan E. Cech, Esq.
                  10521 Perry Highway, Suite 115
                  Wexford, PA 15090
                  Tel: (724) 935-9119

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


ENCORE ACQUISITION: Earns $11.9 Million in Third Quarter 2007
-------------------------------------------------------------
Encore Acquisition Company reported unaudited third quarter 2007
results.

The company's net income for the third quarter of 2007 was
$11.9 million as compared to $42.1 million for the same period of
2006.

The company disclosed total revenues of $195.0 million for the
quarter ended Sept. 30, 2007, compared to total revenues of
$177.6 million for the same quarter last year.

"We are very pleased with the third quarter of 2007," Jon S.
Brumley, Encore's Chief Executive Officer and President, stated.  
"Production and prices were up and expenses were in line.  We
exceeded the high-end of our production range guidance by 1,167
BOE/D.  We also completed the initial public offering of Encore
Energy Partners and used the proceeds to pay down debt.  The
master limited partnership will make our capital structure more
flexible and decrease Encore's cost of capital.  The drilling
program is going well with considerable improvement in West Texas,
a discovery in East Texas, growth in the Bakken, and New Mexico
beating its volume forecast.  It's tough to beat high prices and
good development projects."

As of Sept. 30, 2007, the company's balance sheet showed total
assets of $2.6 billion and total liabilities of $1.8 billion,
resulting in a stockholders' equity of $841.3 million.  Equity as
of Dec. 31, 2006, was $816.8 million.

                        Liquidity Update

The company used cash proceeds from ENP's initial public offering
to reduce debt during the third quarter of 2007.  At Sept. 30,
2007, the company's long-term debt, net of discount, was $1.1
billion, including $150 million of 6.25% senior subordinated notes
due April 15, 2014, $300 million of 6.0% senior subordinated notes
due July 15, 2015, $150 million of 7.25% senior subordinated notes
due 2017, and $545 million of outstanding borrowings under the
company's revolving credit facilities.

EAC owns 14.5 million units of ENP and will receive $800,000 on
Nov. 14, 2007 as a result of ENP's declared cash distribution.

Headquartered in Fort Worth, Texas, Encore Acquisition Company
(NYSE:EAC) -- http://www.encoreacq.com/-- is an independent        
energy company engaged in the acquisition, development and
exploitation of North American oil and natural gas reserves.
Organized in 1998, Encore's oil and natural gas reserves are in
four core areas: the Cedar Creek Anticline of Montana and North
Dakota; the Permian Basin of West Texas and Southeastern New
Mexico; the Mid Continent area, which includes the Arkoma and
Anadarko Basins of Oklahoma, the North Louisiana Salt Basin, the
East Texas Basin and the Barnett Shale; and the Rocky Mountains.

                          *     *     *

As reported in the Troubled Company Reporter on June 26, 2007,
Moody's Investors Service confirmed Encore Acquisition Co.'s  Ba3
corporate family rating, Ba3 probability of default rating, and B1
senior subordinated note rating.


FIRST HORIZON: Fitch Takes Rating Actions on 11 Transactions
------------------------------------------------------------
Fitch Ratings took rating actions on these eleven First Horizon
Alternative mortgage pass-through certificates:

Series 2005-AA11

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA';
   -- Class B-2 affirmed at 'A';
   -- Class B-3 downgraded to 'BB+' from 'BBB';
   -- Class B-4 downgraded to 'CCC/DR2' from 'BB';
   -- Class B-5 downgraded to 'C/DR5' from 'B'.

Series 2006-AA3

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA';
   -- Class B-2 downgraded to 'BBB+' from 'A';
   -- Class B-3 downgraded to 'BB-' from 'BBB', removed from
      'Rating Watch Negative';
   -- Class B-4 downgraded to 'CCC/DR2' from 'B+';
   -- Class B-5 downgraded to 'C/DR5' from 'CCC/DR1'.

Series 2006-AA4

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA';
   -- Class B-2 affirmed at 'A';
   -- Class B-3 downgraded to 'BB+' from 'BBB';
   -- Class B-4 downgraded to 'CC/DR3' from 'BB';
   -- Class B-5 downgraded to 'C/DR5' from 'B'.

Series 2006-AA6

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA';
   -- Class B-2 downgraded to 'BBB+' from 'A';
   -- Class B-3 downgraded to 'B+' from 'BBB';
   -- Class B-4 downgraded to 'CCC/DR2' from 'BB';
   -- Class B-5 downgraded to 'C/DR4' from 'B'.

Series 2006-AA7

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA';
   -- Class B-2 downgraded to 'BBB+' from 'A';
   -- Class B-3 downgraded to 'B+' from 'BBB';
   -- Class B-4 downgraded to 'CCC/DR2' from 'BB';
   -- Class B-5 downgraded to 'C/DR5' from 'B'.

Series 2006-AA8

   -- 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 'CCC/DR2' from 'BB';
   -- Class B-5 downgraded to 'C/DR5' from 'B'.

Series 2006-FA2

   -- 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', removed from
      'Rating Watch Negative';
   -- Class B-4 downgraded to 'CCC/DR2' from 'B+';
   -- Class B-5 downgraded to 'C/DR5' from 'CCC/DR1'.

Series 2006-FA3

   -- 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 'CCC/DR2' from 'BB';
   -- Class B-5 downgraded to 'C/DR5' from 'B'.

Series 2006-FA5

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA+';
   -- Class B-2 affirmed at 'AA';
   -- Class B-3 affirmed at 'A';
   -- Class B-4 affirmed at 'BBB+';
   -- Class B-5 affirmed at 'BBB';
   -- Class B-6 downgraded to 'BB-' from 'BB';
   -- Class B-7 downgraded to 'CCC/DR2' from 'B'.

Series 2006-FA6

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA';
   -- Class B-2 affirmed at 'A';
   -- Class B-3 downgraded to 'BBB-' from 'BBB';
   -- Class B-4 downgraded to 'B+' from 'BB';
   -- Class B-5 downgraded to 'CCC/DR1' from 'B'.

Series 2006-FA7

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA';
   -- Class B-2 affirmed at 'A';
   -- Class B-3 downgraded to 'BB+' from 'BBB';
   -- Class B-4 downgraded to 'CCC/DR2' from 'BB';
   -- Class B-5 downgraded to 'C/DR5' from 'B'.

The affirmations, affecting about $2.8 billion of the outstanding
certificates, reflect a stable relationship between credit
enhancement and expected loss.  The downgrades, affecting about
$77.6 million of the outstanding certificates, are taken as a
result of a deteriorating relationship between credit enhancement
and expected loss.

The negative rating actions on the 2005 and 2006 vintage First
Horizon Alternative 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 1.34% (series 2006-FA5) to 5.52% (series 2006-
AA6) of the current collateral balance.

The collateral of the above transactions with 'AA' in the series
name generally consists of adjustable-rate, first-lien, fully-
amortizing mortgage loans extended to Alt-A borrowers and secured
by first-liens on one- to four-family residential properties.  The
collateral of the above transactions with 'FA' in the series name
generally consists of fixed-rate, first-lien, fully-amortizing
mortgage loans extended to Alt-A borrowers and secured by first-
liens on one- to four-family residential properties. The loans
were originated or purchased by and are serviced by First Horizon
Home Loan Corp., which is rated 'RPS2' 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 63% (series
2006-AA4) to 80% (series 2006-FA7).  In addition, the seasoning
ranges from nine months (series 2006-AA8) to 22 months (series
2005-AA11).


FNBA MORTGAGE: Moody's Cuts Series 2004-AR1 Cert.' Rating to B1
---------------------------------------------------------------
Moody's Investors Service downgraded one certificate from FNBA
Mortgage Loan Trust 2004-AR1.  The transaction consists of Alt-A
first-lien hybrid adjustable-rate loans.  The originator on the
transaction is First National Bank of Nevada.  The servicer on the
transaction is GMAC Mortgage Corporation.

The most subordinate rated certificate from the 2004-AR1
transaction has been downgraded because existing credit
enhancement levels are low given the current projected losses on
the underlying pools. The pool of mortgages has seen a spike in
losses in recent months and future losses could cause a more
significant erosion of the overcollateralization.  The underlying
pools in the transaction are below the OC target as of the
Oct. 19, 2007 reporting date.

Complete rating action is:

Issuer: FNBA Mortgage Loan Trust

Downgrade:

   -- Series 2004-AR1; Class M-3, downgraded to B1 from Baa2.


FREMONT GENERAL: Failed Ford Deal Cues Fitch to Lower Ratings
-------------------------------------------------------------
Fitch Ratings downgraded and affirmed these ratings of Fremont
General Corporation and its subsidiaries and revised the Rating
Outlook to Negative from Evolving:

Fitch downgraded these ratings:

Fremont General Corp:

   -- Long-term Issuer Default Rating to 'CC' from 'CCC';
   -- Long-term senior debt to 'C/RR6' from 'CC/RR5';

Fremont Investment & Loan

   -- Long-term deposits to 'CCC/RR4' from 'B-/RR2';
   -- Long-term IDR to 'CC' from 'CCC';

Fitch affirmed these ratings:

Fremont General Corp:

   -- Short-term IDR at 'C';
   -- Individual Rating at 'E'
   -- Support Rating at '5';
   -- Support Floor at 'NF'.

Fremont Investment & Loan:

   -- Short-term Deposits at 'C';
   -- Short-term IDR at 'C';
   -- Individual at 'E';
   -- Support Rating at '5';
   -- Support Floor at 'NF'.

Theis rating remains unchanged:

Fremont General Financing I

   -- Preferred securities at 'C/RR6'.

The downgrade follows the company's announcement that it was
unable to reach an agreement with the Gerald J. Ford group with
respect to its investment in FMT and that discussions have
terminated.  The potential Ford investment would have provided
some additional equity capital and a seasoned management team to
endure challenges presented by the FDIC's cease and desist order.  
The rating action reflects the absence of a potential buyer,
particularly during the stressed market conditions, and the
difficulties others similar to FMT are facing.  Fitch believes,
that under the circumstances, the likelihood of a default on FMT
debt has increased.  This latest development represents a key
setback and eliminates the one variable that would have resolved
Fitch's Evolving Rating Watch through an upgrade.

The Revised Outlook to Negative reflects Fitch's ongoing concern
that the company's ability to enter into or complete any of its
strategic transactions has been compromised and will remain a
major challenge.

The Recovery Rating of FIL's deposits and FMT's outstanding debt
have also been downgraded due to the recent severe market decline
in pricing for real estate related assets, particularly subprime.  
Fitch notes that the recovery analysis is based on limited
financial information that is available publicly.  Fitch
downgraded the Recovery Rating to 'RR4' from 'RR2' for FIL's long-
term deposits reflecting a recovery 31% - 50% and average recovery
prospects given a default scenario.  Fitch also downgraded
Recovery Ratings to 'RR6' from 'RR5' for FMT's senior debt. 'RR6'
Recovery Ratings reflect poor recovery or 0% - 10%.  The Recovery
Ratings for the preferred stock (issued through Fremont General
Financing I) were maintained at 'RR6'.

While not a bank holding company, FMT is a holding company that
engages in lending through FIL, which is an industrial bank
regulated by the FDIC and the Department of Financial Institutions
of the State of California.


FRESH DEL MONTE: S&P Puts 'BB-' Rating Under Positive Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and other ratings on Cayman Islands-based Fresh Del Monte
Produce Inc. on CreditWatch with positive implications,
meaning that the ratings could be raised or affirmed following the
completion of S&P's review.  About $359 million of total debt was
outstanding at Sept. 28, 2007.
     
The CreditWatch placement follows the company's announcement of
its proposed equity offering, net proceeds of which will be used
to repay debt outstanding under its credit facility, in addition
to continued strong operating performance year to date.  The
equity offering consists of 5 million of primary shares expected
to be issued by the company, and an additional 7 million shares
expected to be sold by IAT Group, an existing shareholder.  The
company will only receive proceeds from the primary offering,
which will be used for debt reduction.
     
For the nine months ended Sept. 28, 2007, Fresh Del Monte's sales
grew 1.6% due to higher banana and prepared food sales, partially
offset by lower other fresh produce sales as a result of product
rationalization.  Adjusted EBITDA more than doubled because of
cost saving and restructuring initiatives.  As a result, credit
measures have improved: for the 12 months ended Sept. 28, 2007,
lease- and pension-adjusted funds from operations to debt was 42%,
compared with 10% in the prior-year period, and 6.5% at year-end
2006.  Adjusted total debt to EBITDA was about 2x for the 12
months ended Sept. 28, 2007, an improvement from 4.8x in the
prior-year period and 5x at year-end 2006.  Debt repayment from
the equity offering will likely further improve credit measures.
     
"We will review Fresh Del Monte's operating, strategic, and
financial plans before resolving the CreditWatch listing," said
Standard & Poor's credit analyst Alison Sullivan.


GAINEY CORP: Underperformance Cues Moody's to Lower Ratings
-----------------------------------------------------------
Moody's Investors Service downgraded its debt ratings of Gainey
Corporation -- corporate family to B3, senior secured first lien
to B3 from B2 and probability of default rating to Caa1 from B3.  
The outlook remains negative.

The downgrades were prompted by the continuing underperformance of
operating results relative to Gainey's expectations that have
resulted in a smaller, less profitable company than that
contemplated when the B2 rating was initially assigned in October
2005.  The combination of continuing weak demand for truckload
freight and excess truckload capacity has contributed to a very
weak operating ratio and an EBIT run rate less than half the level
of annual interest.  Moody's believes that maintaining compliance
with the financial covenants of the credit facility is not
assured.  Truckload demand is likely to remain weak over at least
the near term, which could hinder efforts to improve the operating
margin and to achieve the initially planned growth trajectory.

The B3 rating reflects Gainey's position as a modestly-sized,
asset-heavy truckload operator with a relatively weak operating
ratio that produces a level of EBIT insufficient to cover
interest.  With annual revenue of about $400 million, Gainey is
about one-third the size of the next largest truckload companies
Moody's rates.  The flexibility of the owned-asset model, whereby
excess equipment can be sold to reduce debt, supports the rating.  

However, this does not assure a level of debt reduction sufficient
to outpace declines in earnings to maintain compliance with
financial covenants during cyclical troughs. The company's revenue
diversification and about $40 million of annual depreciation,
which provides a cushion to Funds From Operations and to cash
coverage of interest, also support the ratings.  Debt to EBITDA of
about 5 times might imply a higher rating; however, Moody's
believes that the high cyclicality and capital intensity of the
trucking industry requires truckload operators to have lower
financial leverage than non-trucking issuers at the same rating
level.  The Caa1 PDR reflects a 65% family recovery rate (26%
standard deviation) due to the all first lien debt structure.

Moody's considers Gainey's liquidity to be adequate. Gainey had
not relied on the $50 million revolver to meet working capital
needs prior to Sept. 30, 2007.  According to Gainey, it will draw
on the revolver in the fourth quarter of 2007 to meet a seasonal
working capital need; but it expects availability to remain above
$25 million and to repay the draws by year end. However, the
prospect of requiring additional relief from financial covenants
weighs on the ratings.

The negative outlook reflects the uncertainty of Gainey's ability
to reverse the declining trend in operating results because a
recovery of truckload demand is not expected over the near term.  
As a result, Gainey may have difficulty maintaining compliance
with the leverage covenant of the credit agreement (4.25 times at
Sept. 30, 2007), which absent waivers, could impair its ability to
access the revolver.  

The ratings may be further downgraded if operating trends remain
weak such that the EBIT margin is sustained below 1%, FFO +
Interest to Interest is sustained below 1.8 times or if Debt to
EBITDA is sustained above 6.5 times.  The ratings could also face
downward pressure if Gainey becomes reliant on the revolver for
working capital needs and availability under the revolver falls
below $10 million or if covenant violations were to impair the
company's access to the revolver.  The outlook could be stabilized
if Gainey demonstrates the ability to prospectively comply and
maintain a cushion with financial covenants, if EBIT to Interest
was sustained above 1.2 times, and if Gainey were to sustain the
generation of positive free cash flow.

Downgrades:

Issuer: Gainey Corporation

   -- Corporate Family Rating, Downgraded to B3 from B2

   -- Probability of Default Rating, Downgraded to Caa1 from B3

   -- Senior Secured Bank Credit Facility, Downgraded to B3, 34
      - LGD3 from B2, 37 - LGD3

Gainey Corporation, headquartered in Grand Rapids, Michigan,
provides truckload transportation services, primarily through its
owned fleet, throughout the continental U.S. and certain provinces
of Canada.


GALLERY CORP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Gallery Corp.
        dba Mattress Gallery
        5750 Grace Place
        Commerce, CA 90022

Bankruptcy Case No.: 07-11628

Chapter 11 Petition Date: November 1, 2007

Court: District of Delaware (Delaware)

Judge: Kevin Gross

Debtor's Counsel: Donald J. Detweiler, Esq.
                  Sandra G.M. Selzer, Esq.
                  Greenberg Traurig, LLP
                  1007 North Orange Street
                  The Nemours Building
                  Wilmington, DE 19801
                  Tel: (302) 661-7000
                  Fax: (302) 661-7360

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Sealy                              Trade Debt          $1,524,818
Wachovia Bank
3585 Atlanta Avenue
Hapeville, GA 30354

Los Angeles Times                  Trade Debt            $734,252
Display Advertising
130 South Broadway
Los Angeles, CA 90012

Selther                            Trade Debt            $720,915
5180 Cralyn Court
Duluth, GA 30097

1-800-MATTRESS                     Contract Claim        $674,000
31-10 48th Avenue
Long Island City, NY 11101

Spring Air                         Trade Debt            $672,093
File 50167
Los Angeles, CA 90074-0167

Simmons Company                    Trade Debt            $380,099
One Concourse Parkway, Suite 800
Atlanta, GA 30328

Liberty Manual                     Insurance             $300,000
P.O. Box 7247-0109
Philadelphia, PA 17170-0109

Transfirst                         Trade Debt            $250,000
3 San Joaquin Plaza, Suite 250
Newport Beach, CA 92660

Maxim Mattress                     Trade Debt            $214,003

GE Capital/Toshiba America         Lease                 $211,173
Information

Protect A Bed                      Trade Debt            $180,965

Adlink                             Trade Debt            $176,163

Woo Agency                         Trade Debt            $150,225

Delivery Solutions, Inc.           Trade Debt            $143,388

The San Diego Union Tribune        Trade Debt            $128,768

Tempurpedic                        Trade Debt            $112,612

Leggett & Platt                    Trade Debt            $103,946

The Hartford                       Insurance              $64,077

Heather Sanchez                    Litigation             $60,000

Advanced Media Solutions           Trade Debt             $58,650


GENESCO INC: Weak Performance Cues Moody's to Lower Ratings
-----------------------------------------------------------
Moody's Investors Service downgraded Genesco Inc.'s corporate
family and probability of default ratings to B1 from Ba3 and
maintained the review for possible downgrade.  In addition,
Moody's downgraded the company's convertible senior subordinated
debentures to B2 from B1.

The downgrade reflects the company's weaker operating performance
over the first six months of 2007 which has resulted in
deterioration in credit metrics.  In addition, the downgrade
incorporates Moody's expectation that Genesco's operating
performance will continue to be constrained given the difficult
retail environment which makes it highly likely that credit
metrics will weaken further.  The review for possible downgrade
continues due to the disputed merger agreement with the Finish
Line Inc.  The outcome of the pending lawsuit regarding the
acquisition is uncertain.  However, should the acquisition occur,
it will result in a combined capital structure with higher
leverage and significantly weaker credit metrics.  This action
extends the review for possible downgrade that was initiated on
April 20, 2007.

These ratings are downgraded:

   -- Corporate family rating to B1 from Ba3;

   -- Probability of default rating to B1 from Ba3.

   -- $86 million convertible senior subordinated debentures to
      B2 (LGD5; 73%) from B1 (LGD4; 68%).

Moody's does not rate Genesco's $200 million asset-based revolving
credit facility.

All ratings remain on review for further possible downgrade,
except the LGD assessment of the $86 million convertible senior
subordinated debentures (LGD5; 73%) which is subject to change.

The B1 corporate family rating incorporates the company's current
level of weakened credit metrics, as well as Moody's expectation
for a further deterioration in credit metrics.  The rating is also
constrained by both the company's very high business risk given
its narrow product niches and its high seasonality, with
substantially all of its cash flow from operations being generated
during the fourth quarter.

The rating also incorporates the company's national geographic
presence and its reasonable level of profitability, which is in
line with its industry peer group.  The rating is also supported
by the company's size and scale and its pragmatic financial
policies, which include a history of debt financed acquisitions
and adequate liquidity provided by both its internally generated
cash flow and its $200 million asset based revolving credit
facility.

The review for possible further downgrade reflects the likely
impact of the current disputed merger agreement with Finish Line.  
The outcome of the pending litigation surrounding the delay and
financing of the pending acquisition of Genesco by Finish Line is
currently unknown.  However, should this transaction be successful
it will result in a higher level of debt and significantly weaker
credit metrics.

In addition, the ongoing review reflects the risk that the ongoing
legal battle is a distraction that which could possibly curtail
management's focus on the execution of strategies to improve
Genesco's operating performance.  If the lawsuit is successful and
the transaction closes, Moody's review will focus on the combined
company's capital structure and debt protection measures post
transaction; its financial policies and liquidity; and its ability
to manage its expected higher debt burden.  Should the lawsuit
prove to be unsuccessful and the transaction not close, the review
will focus on Genesco's financial profile and debt protection
measures, its operating performance trend, and liquidity.

Genesco Inc., headquartered in Nashville, Tennessee, operates
2,111 footwear and headwear stores throughout the United States
and in Puerto Rico and Canada.  In addition, Genesco also is a
wholesaler of branded footwear.  Its retail stores operate under
the Journeys, Journeys Kidz, Shi by Journeys, Underground Station,
Hat World, Lids, Hat Zone, Hat Shack, Cap Connection, Head
Quarters and Johnston & Murphy nameplates.  The company's
wholesale brand names consist of Johnston & Murphy and Dockers
Footwear.  For the LTM period ended Aug. 4, 2007 revenues were
about $1.5 billion.


GENERAL MOTORS: October 2007 Sales Increased by 3%
--------------------------------------------------
General Motors Corp. dealers in the United States delivered
310,008 vehicles in October, 8,700 more vehicles when compared
with year-ago performance, outpacing an industry expected to show
a volume decline of about 4%.  For the third consecutive month, on
an unadjusted basis, total sales increased, with October up 3%.  
When adjusted for selling days, sales declined 1%.  It is
anticipated that GM will see its fourth consecutive month with
market share above 24%.  Since August, market share is up more
than 1 point, to 25.1%, compared with the same three month period
last year.

The month's 229,294 retail deliveries demonstrated solid
performance despite continuing industry softness.  GM retail sales
were led by brisk retail sales of full-size utilities, mid-utility
crossovers, the Cadillac CTS, and the Chevrolet Aveo, Cobalt and
HHR.  The Saturn division showed yet another retail sales
increase, up 7%.

"Our strong market share performance and our ability to outpace
industry trends on volume demonstrates the consumer acceptance of
our new products," Mark LaNeve, GM North America vice president,
Vehicle Sales, Service and Marketing, said.  "Over the past two
years, our new products including the Chevrolet Silverado, GMC
Sierra, Cadillac CTS, full-size utilities, and mid-crossovers have
all gained retail share following launch.  Our committed dealer
team has really stepped up to the plate, pushing all of GM's
brands above the industry average in the recently released J.D.
Power Customer Satisfaction Index."

Cadillac CTS total sales surged 75%, compared with year-ago
performance, due to the strength of the all-new CTS, now in
showrooms.  GMC Acadia, Saturn OUTLOOK and Buick Enclave together
had total sales of more than 12,800 vehicles, pushing a more than
320% increase in GM's mid-crossover segment. Additionally,
Cadillac's SRX luxury crossover saw a total sales increase of 37%.  
Total sales of the fuel-efficient Chevrolet Cobalt and Pontiac G5
were up 81%, Chevrolet Aveo was up 58% and HHR was up 70% compared
with last October.

Vehicles with retail sales increases, compared with year-ago
levels, include: Chevrolet Aveo, Cobalt, Tahoe, Suburban, and HHR;
Saturn ION; GMC Yukon and Yukon XL; Cadillac CTS and SRX; Pontiac
G5, Grand Prix and Vibe.

"Cadillac CTS and Buick Enclave have two of the fastest turn rates
in the industry," Mr. LaNeve added.  "And while it is still very
early, Malibu demand and customer feedback has been sensational.  
It's products like these that have enabled us to buck recent
industry trends."

                 Certified Used Vehicles Sales

October 2007 sales for all certified GM brands, including GM
Certified Used Vehicles, Cadillac Certified Pre-Owned Vehicles,
Saturn Certified Pre-Owned Vehicles, Saab Certified Pre-Owned
Vehicles, and HUMMER Certified Pre-Owned Vehicles, were 39,919
vehicles, down nearly 7% from last October.  Total year-to-date
certified GM sales are 442,110 vehicles, up 1% from the same
period last year.

GM Certified Used Vehicles, the industry's top-selling
manufacturer-certified used brand, posted 34,843 sales, down 6%
from last October.  Year-to-date sales for GM Certified Used
Vehicles are 388,442 vehicles, up 3% from the same period in 2006.

Cadillac Certified Pre-Owned Vehicles posted October sales of
3,255 vehicles, down 11% from last October.  Saturn Certified Pre-
Owned Vehicles sold 1,173 vehicles in October, down 9%.  Saab
Certified Pre-Owned Vehicles sold 518 vehicles, down 13%, and
HUMMER Certified Pre-Owned Vehicles sold 130 vehicles, up 59%.

           GM North America October 2007 Production

In October, GM North America produced 423,000 vehicles (152,000
cars and 271,000 trucks).  This is down 5,000 units or 1% compared
to October 2006 when the region produced 428,000 vehicles (174,000
cars and 254,000 trucks).  (Production totals include joint
venture production of 18,000 vehicles in October 2007 and 19,000
vehicles in October 2006.)

Additionally, GM North America's 2007 fourth-quarter production
forecast is unchanged at 1 million vehicles (334,000 cars and
666,000 trucks).  In the fourth-quarter of 2006 the region
produced 1.107 million vehicles (446,000 cars and 661,000 trucks).

                      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.


GMAC COMMERCIAL: Moody's Holds Junk Rating on Class P Certificates
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of six classes and
affirmed the ratings of 14 classes of GMAC Commercial Mortgage
Securities Inc., Mortgage Pass-Through Certificates, Series 2003-
C1 as:

   -- Class A-1, $163,566,000, affirmed at Aaa
   -- Class A-1A, $229,671,113, affirmed at Aaa
   -- Class A-2, $392,556,000, affirmed at Aaa
   -- Class X-1, Notional, affirmed at Aaa
   -- Class X-2, Notional, affirmed at Aaa
   -- Class B, $39,409,000, affirmed at Aaa
   -- Class C, $11,822,000, upgraded to Aaa from Aa1
   -- Class D, $22,332,000, upgraded to Aa1 from Aa3
   -- Class E, $15,763,000, upgraded to Aa3 from A2
   -- Class F, $11,823,000, upgraded to A2 from A3
   -- Class G, $11,823,000, upgraded to A3 from Baa1
   -- Class H, $11,822,000, upgraded to Baa2 from Baa3
   -- Class J, $22,332,000, affirmed at Ba1
   -- Class K, $10,509,000, affirmed at Ba2
   -- Class L, $7,882,000, affirmed at Ba3
   -- Class M, $5,254,000, affirmed at B1
   -- Class N-1, $6,463,000, affirmed at B2
   -- Class N-2, $1,420,000, affirmed at B2
   -- Class O, $2,627,000, affirmed at B3
   -- Class P, $5,255,000, affirmed at Caa2

As of the Oct. 10, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 6.2% to
$985.5 million from $1.05 billion at securitization.  The
certificates are collateralized by 104 loans, ranging in size from
less than 1% to 5.6% of the pool, with the top 10 loans
representing 31.5% of the pool.  The pool includes two shadow
rated loans, which represents 10.9% of the pool.  Twenty-one
loans, representing 31.6% of the pool, have defeased and are
collateralized with U.S. Government securities.  The pool has not
experienced any losses since securitization and currently there
are no loans in special servicing.  Seventeen loans, representing
17.9% of the pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2006 operating results for
98.4% of the non-defeased loans.  Moody's weighted average loan to
value ratio for the conduit component is 88.6%, compared to 86.8%
at Moody's last full review in May 2006 and compared to 92.1% at
securitization.  Moody's is upgrading Classes C, D, E, F, G and H
due to an increased percentage of defeased loans.

The largest shadow rated loan is the Oakbrook Center Loan ($55.3
million - 5.6%), which represents a participation interest in a
$221.1 million mortgage loan.  The loan is secured by the
borrower's interest in a mixed-use property located in Oak Brook,
Illinois that consists of an open-air regional mall, three office
buildings and a ground lease related to a hotel and a theater.  
Oakbrook Center totals about 2.4 million square feet.  The mall is
anchored by Lord & Taylor, Macy's, Neiman Marcus, Nordstrom and
Sears.  Moody's current shadow rating is A1, the same as at last
review and compared to A3 at securitization.

The second largest shadow rated loan is the Chandler Fashion
Center Loan ($52.4 million - 5.3%), which represents a
participation interest in a $102.8 million mortgage loan.  The
loan is secured by the borrower's interest in a 1.3 million square
foot super regional mall located in Chandler, Arizona. The center
is anchored by Dillard's, Macy's, Nordstrom and Sears.  None of
the anchors are owned by the borrower.  The property is also
encumbered by $67.6 million of subordinate debt that is held
outside the trust.  Moody's current shadow rating is Aa2, the same
as at last review and at securitization.

The top three conduit loans represent 10.5% of the pool.  The
largest conduit loan is the Renaissance at Columbia Loan
($37.3 million - 3.8%), which is secured by a 611,000 square foot
office (51.0%) and warehouse/distribution (49%) facility located
in Columbia, Maryland.  Moody's LTV is 90.1%, compared to 91% at
last review and compared to 98.7% at securitization.

The second largest conduit loan is the Town Plaza South Gate Loan
($34.9 million - 3.5%), which is secured by a 300,000 square foot
retail center located in Los Angeles, California. The major
tenants are Edwards Cinema (36.3% GLA, lease expiration August
2021) and the department store La Curacoa (35.9% GLA; lease
expiration January 2036).  Occupancy as of June 2007 was 97.6%,
compared to 95% at last review and compared to 100% at
securitization.  Property performance has declined due to
increased operating expenses.  The loan is on the master
servicer's watchlist due to a decline in debt service coverage.  
Moody's LTV is in excess of 100%, compared to 99.6% at last review
and compared to 88.5% at securitization.

The third largest conduit loan is the Norwest Woods Loan
($31.3 million - 3.2%), which is secured by a 322-unit apartment
complex located in Norwood, Massachusetts.  The loan is on the
master servicer's watchlist due to a decline in debt service
coverage.  Moody's LTV is in excess of 100%, the same as at last
review and compared to 88.9% at securitization.


GMAC LLC: Unit Posts $1.6 Bil. Net Loss in Third Quarter 2007
-------------------------------------------------------------
GMAC Financial Services, a subsidiary of GMAC LLC reported a third
quarter 2007 net loss of $1.6 billion, compared to a net loss of
$173 million for the third quarter of 2006.

Results for the third quarter of 2007 were dominated by the
effects of the global dislocation in the mortgage and credit
markets on GMAC's real estate finance business, which more than
offset the continued strong performance in the company's
automotive finance and insurance businesses.  The third quarter
reported loss includes several significant non-cash items, such as
credit provisions and market-driven valuations.  The loss also
includes a $455 million non-cash goodwill impairment
charge at Residential Capital, LLC, versus the third quarter 2006
results, which included an after-tax goodwill impairment charge of
$695 million related to GMAC Commercial Finance.

Excluding the goodwill impairment charges, GMAC posted a third
quarter operating loss 1 of $1.1 billion, compared to operating
income of $522 million in the third quarter of 2006.  GMAC's third
quarter operating income generated by automotive finance,
insurance and other operations -- excluding ResCap -- amounted to
$665 million, marking a 51% increase over the prior-year period.  
At ResCap, an operating loss of $1.8 billion was incurred in the
third quarter of this year amid unprecedented
disruptions in the mortgage financing markets and adverse trends
in home price appreciation.  This compares with ResCap operating
income of $83 million in the third quarter of 2006.

"The third quarter financial performance of ResCap is a major
disappointment," GMAC Chief Executive Officer Eric Feldstein said.  
"We are moving aggressively to restructure our real estate finance
business as weakness in the housing market and
mortgage industry continues to prevail."

As reported in the Troubled Company Reporter on Oct. 18, 2007,
ResCap is implementing a major restructuring of its business in
order to streamline operations and revise its cost structure to
enhance its flexibility.  The company is reducing its workforce by
about 25%, or approximately 3,000 employees, and rationalizing
numerous facilities.  This reduction in workforce is in addition
to the measures undertaken in the first half of 2007, in which
2,000 positions were eliminated.

"Successful execution of these plans will be essential to
restoring the mortgage business to profitability," Mr. Feldstein
continued.  "This is a top priority for GMAC." Liquidity and
Capital GMAC significantly strengthened its liquidity position in
the third quarter.  GMAC's consolidated cash and certain
marketable securities increased to
$28.8 billion as of Sept. 30, 2007, up from $17.5 billion at June
30, 2007. Of these total balances, ResCap cash and certain
marketable securities increased from $3.7 billion at the end
of the second quarter to $6.5 billion on Sept. 30, 2007 --
including $2.2 billion held at GMAC Bank.

GMAC and ResCap took several important measures in the third
quarter to strengthen liquidity during the capital markets
turmoil.  In September, GMAC established a committed secured
funding facility with Citi to finance automotive, mortgage and
commercial finance assets of up to $21.4 billion, replacing an
existing $10 billion funding facility with the bank.  ResCap and
GMAC also established other committed secured funding facilities
totaling $4.6 billion. Separately, GMAC executed
$11 billion of whole loan sales and retail securitizations in the
quarter.

In the interest of strengthening GMAC's capital position, the
company's owners intend to convert a total of approximately $1.1
billion in preferred equity to common equity, effective Nov. 1,
2007.  The conversion will not alter the FIM Holdings/General
Motors 51%/49% voting structure that has been in place since Nov.
30, 2006.

In the third quarter, GMAC injected $1 billion of equity into
ResCap to bolster the company's capital base.  As of Sept. 30,
2007, ResCap's equity base stood at $6.2 billion.

                           About GMAC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors     
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and currently
employs about 31,000 people worldwide.  At Dec. 31, 2006, GMAC
held more than $287 billion in assets and earned net income for
2006 of $2.1 billion on net revenue of $18.2 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 19, 2007,
Standard & Poor's Ratings Services placed its ratings on GMAC LLC,
including its 'BB+/B-1' counterparty credit rating, on CreditWatch
with negative implications.

Moody's Investors Service affirmed GMAC's ratings (Ba1 senior
unsecured, Not-Prime short-term), while maintaining its negative
rating outlook.


GMAC LLC: Moody's Downgrades Senior Unsecured Rating to Ba2
-----------------------------------------------------------
Moody's Investors Service downgraded the senior, unsecured rating
of GMAC LLC to Ba2 from Ba1.  The downgrade is in connection with
a two-notch rating downgrade of Residential Capital LLC, GMAC's
wholly-owned residential mortgage company, to Ba3 from Ba1.  The
outlook on GMAC's ratings remains negative.

Moody's said the downgrade of GMAC's ratings reflects heightened
and continuing risks at ResCap that could negatively affect GMAC's
capitalization, liquidity profile, and profitability.

Affected ratings include:

   -- Senior Unsecured: to Ba2 from Ba1
   -- Preferred Stock: to B1 from Ba3

During the third quarter, GMAC injected $1 billion into ResCap to
restore capital lost because of weakened performance.  The impact
of the injection on GMAC's stand-alone (excluding ResCap) capital
profile is minimized by GMAC's owners' conversion of about
$1.1 billion of GMAC preferred stock into common interests as well
as by other intended capital management initiatives.  On this
occasion GMAC's capital position is preserved by these actions.

However, Moody's believes that there exists a continuing
possibility that GMAC could be required to provide support to
ResCap that is not backed by a commensurate investment from GMAC's
owners.  In Moody's view, GMAC has insufficient capital to provide
support to ResCap without weakening its leverage beyond levels
that are appropriate for the current credit grade.

Moody's analyst Mark Wasden said, "GMAC's leverage, which Moody's
evaluates on a stand-alone basis net of GMAC's investment in
ResCap, is high relative to peers, despite some improvement during
2007.  We think it is likely to remain high in the intermediate
term, given management's operating tolerances regarding levels and
uses of capital."

Moody's also said that an extension of support by GMAC to ResCap
that weakens GMAC's stand-alone credit profile, particularly its
capitalization, would indicate a weakening of the firm's resolve
to maintain operating and financial protocols that are distinct
and separate from ResCap's.  Should GMAC provide such support,
Moody's would likely equalize GMAC ratings with ResCap's ratings.

GMAC's auto finance and insurance businesses have performed well
in 2007.  However, Moody's is concerned that ResCap's deepened
operating challenges now pose risks to GMAC's profitability and
liquidity for a longer period of time than previously anticipated.  
GMAC's borrowing costs have moved higher in tandem with ResCap's,
constraining the GMAC's profitability.

Additionally, investor appetite for aggregate GMAC and ResCap
credit exposure may undergo further contraction in light of
ResCap's impaired performance, which could challenge GMAC's
ability to efficiently access the capital markets and maintain
backup sources of liquidity.  Though GMAC has changed its funding
profile so that structured debt markets and whole loan sale
arrangements satisfy a substantial portion of its needs, the firm
has a continuing need for unsecured indebtedness given the
composition of its assets, in Moody's view.

A stabilization of ResCap's condition, together with a
continuation of improvements at GM, would lead to a stabilization
of Moody's rating outlook for GMAC.

GMAC LLC is a Detroit-based provider of retail and wholesale auto
financing, residential mortgage financing, and auto extended
warranty and insurance products.  GMAC reported a consolidated
nine-month net loss of $1.6 billion.


GMAC LLC: Reduced Earnings Prospects Cue S&P to Hold 'BB+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on GMAC LLC
from CreditWatch, where they were placed with negative
implications on Oct. 17, 2007.  At the same time, S&P affirmed its
'BB+/B' long-term counterparty credit rating on GMAC LLC.  The
outlook is negative.
      
"The action reflects the diminished earnings prospects of GMAC
LLC's 100%-owned affiliate, Residential Capital LLC
(BB+/Negative/B), and follows the company's announcement of a
third-quarter net loss of $2.3 billion.  Residential Capital LLC's
loss resulted in a $1.6 billion consolidated loss for GMAC LLC.  
Residential Capital LLC's loss was driven by credit- and market-
related charges and write-downs," said Standard & Poor's credit
analyst John K. Bartko.  

In the past, Residential Capital LLC comprised as much as half of
GMAC LLC's earnings and was a positive ratings factor for GMAC
LLC.  Importantly, by affording GMAC LLC a substantial earnings
stream not tied to GMAC LLC's core automotive finance business,
Residential Capital LLC helped differentiate GMAC LLC's credit
profile from that of its 49% owner, General Motors Corp. (GM;
B/Stable/B-3).  However, Residential Capital LLC's fortunes have
turned, reflecting its exposure to the subprime mortgage sector
and current market turmoil.  Given its current condition,
Residential Capital LLC now weighs on GMAC LLC's credit profile.
     
At this juncture, the ratings on GMAC LLC and the negative outlook
mirror those on Residential Capital LLC, though the ratings are
not structurally linked.  The ratings relationship between GMAC
LLC and Residential Capital LLC will be assessed as the
performance of each entity evolves.  S&P believe Residential
Capital LLC's stand-alone profile is weaker than that of its
parent, GMAC LLC, and factor into S&P's analysis parental support
for both entities.  S&P assume that additional support would be
extended if required.  Furthermore, with regard to the
relationship of the ratings on GMAC LLC with those on GM.  GMAC
LLC continues to benefit from its ownership structure, which
includes GM's 49% ownership stake and Cerberus Capital
Management's 51% ownership stake.  This structure essentially
limits GMAC LLC's direct exposure to GM, though a clear and high
correlation remains between the success of GM's auto business and
GMAC LLC's finance business.
     
As mentioned previously, GMAC LLC's business lines, other than
Residential Capital LLC, are performing well.  Therefore, the
negative outlook reflects Residential Capital LLC's weakened
condition.  Assuming a steady state for GMAC LLC's other
businesses, the outlook could be revised to stable if Residential
Capital LLC demonstrates a return to sustained profitability.  A
further downgrade of GMAC LLC would likely come as a result of
weakening liquidity or equity capital levels at Residential
Capital LLC.  In addition, a further downgrade of GMAC LLC could
occur should the company provide support to Residential Capital
LLC to such an extent that its own financial condition is
compromised.


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

Class Descriptions:

   -- $150,000,000 Class A-1B Floating Rate Notes Due 2046

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $42,000,000 Class A-2 Floating Rate Notes Due 2046

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $61,500,000 Class A-3 Floating Rate Notes Due 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:

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

      Prior Rating: Aa2

      Current Rating: A3, on review for possible downgrade

   -- $18,000,000 Class C Deferrable Floating Rate Notes Due
      2046

      Prior Rating: A3

      Current Rating: Ba1, on review for possible downgrade

   -- $18,000,000 Class D Deferrable Floating Rate 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.


GREENBELT CT: Gets Court OK to Use Cash Collateral Up To $500,000
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland gave
Greenbelt C.T. Imaging Center LLC authority to use cash collateral
to pay reasonable and ordinary operating expenses in conformity
with a budget up to $500,000.

The use of the cash collateral is necessary to avoid immediate and
irreparable harm to the Debtor's bankrupty estate pending a final
hearing on the Debtor's motion to use cash collateral, as that
term is defined in Section 363(a) of the Bankruptcy
Code,                                                                         

and may be used by the Debtor only with the consent of General
Electric Captial Corp., or upon order of the Court.

As reported in the Troubled Company Reporter on Oct. 5, 2007, the
Debtor said it has consistently refused to grant GECC a security
interest in the Debtor's accounts receivable since financing
documents for the Debtor's new facilities in Maryland only grant
GECC security interest in the Debtor's PET and CT imaging
equipment, including limited guarantees signed by Dr. Rakesh C.
Sahni, sole member and president of the Debtor.  However, at a
meeting with GECC representatives on July 25, 2006, Dr. Sahni
unknowingly signed a document purporting to give GECC a security
interest in the Debtor's accounts receivable.

As adequate protection, GECC is granted pursuant to Sections
361(2) and 363(e) of the bankruptcy code, valid, binding,
enforceable and perfected continuing replacement liens and
security interest in Debtor's real and personal property,
incluiding accounts receivable, including Debtor's post-petition
collateral.

In addition, as additional adequate protection, GECC is granted a
super priority administrative claim pursuant to Section 364(c)(1)
of the bankruptcy code.

                      About Greenbelt C.T.

Greenbelt, Maryland-based Greenbelt C.T. Imaging Center LLC
provides medical laboratory and diagnostic services including
computer tomography imaging and positron emission tomography.  The
Debtor filed for chapter 11 protection on Sept. 16, 2007 (Bankr.
D. Md. Case No. 07-18958).  Karen H. Moore, Esq., at Paley,
Rothman, Goldstein, Rosenberg, Eig & Cooper, Chartered, represents
the Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in this case to date.  When
the Debtor filed for bankruptcy, it listed estimated assets and
debts between $1 million to $100 million.


GREENBELT CT: Seeks Court Okay to Obtain DIP Financing
------------------------------------------------------
Greenbelt CT Imaging Center LLC seeks permission from the U.S.
Bankruptcy Court for the District of Maryland to incur secured
debt, to enter into a debtor-in-possession financing agreement,
and to grant first priority and first position liens.

The Debtor said it will need funds during its bankruptcy to pay
wages and salaries, operating expenses, rental payments and to
cure defaults on certain executory contracts.

The Debtor tells the Court that it is currently unable to borrow
funds on an unsecured basis.  However, the Debtor says it is able
to borrow funds from Pammi Sahni, the wife of Rakesh Sahni, M.D.,
the managing member of the Debtor.  Ms. Sahni has agreed to
provide the Debtor a loan of up to $350,000 with an interest rate
of 10% per annum and will be paid on a monthly basis.

The loan will be secured by perfected and enforceable, first
position liens, mortgages and/or security interests in the
accounts, deposits with banks or financial institutions, and
accounts receivable or other rights to receive payment.

In connection, the Debtor proposes to surrender all imaging
equipment purchased with General Electric Capital Corporation's
financing to satisfy the alleged security interest.  The Debtor
relates that it will also surrender all of its accounts receivable
outstanding as of the date of bankruptcy filing, all payments
received by the Debtor on account of the accounts receivable, and
the indubitable equivalent in cash of the value of the Debtor's
office supplies and furniture in which GECC claims a security
interest.

GECC is one of the Debtor's pre-bankruptcy secured creditors which
asserts a secured interest in the Debtor's assets as of the
bankruptcy filing.

                     About Greenbelt C.T.

Greenbelt, Maryland-based Greenbelt C.T. Imaging Center LLC
provides medical laboratory and diagnostic services including
computer tomography imaging and positron emission tomography.
The Debtor filed for chapter 11 protection on Sept. 16, 2007
(Bankr. D. Md. Case No. 07-18958).  Karen H. Moore, Esq. Paley,
Rothman, Goldstein, Rosenberg, Eig & Cooper, Chartered represents
the Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in this case to date.  When
the Debtor filed for bankruptcy, it listed estimated assets and
debts between $1 million to $100 million.


GSAA HOME: Fitch Puts Low-B Ratings on $2.4 Million Cert. Classes
-----------------------------------------------------------------
As of Oct. 30, 2007, Fitch rates GSAA Home Equity Trust's
residential mortgage pass-through certificates, series 2007-10,
as:

   -- $158,139,976 classes A1A, A1B, A2A, A2B, A-PO, A-IO,R and
      RC senior certificates 'AAA';
   -- $4,852,000 class B-1 'AA';
   -- $2,554,000 class B-2 'A';
   -- $1,021,000 class B-3 'BBB';
   -- $1,277,000 class B-4 'BB';
   -- $1,106,000 class B-5 'B.'

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

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

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


HEALTHTRONICS INC: Earns $0.6 Mil. in Q3 Ended September 30
-----------------------------------------------------------
HealthTronics Inc. reported its financial results for the third
quarter ended Sept. 30, 2007.

                 Third Quarter Financial Review

The company's income from continuing operations for the third
quarter of 2007 was $0.6 million.

Revenue from continuing operations for the third quarter 2007
totaled $36 million, compared to $35.9 million in the same period
in 2006 and $35.6 million in the second quarter of 2007.

During the quarter, the company recorded adjusted EBITDA of
$4.4 million, or 12% of revenue, which compares to adjusted EBITDA
in the second quarter of 2007 of $4.2 million for an increase of
5%.  The adjusted EBITDA recorded in the third quarter of 2006 was
$4.8 million, or 13% of revenue.

The company had cash and cash equivalents totaling $23.3 million
as of Sept. 30, 2007 and cash flows from operations of
$45.6 million for the nine months ended Sept. 30, 2007, which
compares to cash flow from operations of $36.8 million for the
nine months ended Sept. 30, 2006.

As of Sept. 30, 2007, the company had total assets of
$350.1 million, total liabilities of $56.5 million, and total
stockholders' equity of $257.6 million.

Full-text copies of the company's financials are availble for free
at http://ResearchArchives.com/t/s?24bb.

                        Business Outlook

James Whittenburg, president and chief executive officer,
commented, "The third quarter results reflect another positive
step directionally for HealthTronics.  We experienced better than
expected results within each of our divisions and have now
exceeded our internal forecast for the third consecutive quarter.  
Based on our results through September 30th, we are tracking ahead
of our annual guidance and remain on track with our growth
initiatives."

Mr. Whittenburg continued, "Our balance sheet remains strong and
our improving financial performance and positive cash flow has us
well positioned for future growth.  We expect our business to
continue to strengthen as we expand our partnerships with
physicians, enhance our services, introduce new technology to our
urologist partners and execute on other strategic opportunities."

                    About HealthTronics, Inc.

Based in Austin, Texas, HealthTronics, Inc. (NASDAQ:HTRN) --
http://www.healthtronics.com/-- provides healthcare services     
primarily to the Urology community, and manufactures and
distributes medical devices.  The Company also manufactures
specialty vehicles used for the transport of high technology
medical devices, broadcast & communications equipment and the
Homeland Security marketplace.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 2, 2007,
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.

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


HUDSON MEZZANINE: Moody's Junks Ratings on Two Note Classes
-----------------------------------------------------------
Moody's Investors Service placed these notes issued by Hudson
Mezzanine Funding 2006-1, Ltd. on review for possible downgrade:

Class Description:

   -- $1,200,000,000 Senior Swap

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $110,000,000 Class A-f Floating Rate Notes Due 2042

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $120,000,000 Class A-b Floating Rate Notes Due 2042

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $230,000,000 Class B Floating Rate Notes Due 2042

      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:

   -- $170,000,000 Class C Deferrable Floating Rate Notes Due
      2042

      Prior Rating: Baa1

      Current Rating: Ba3, on review for possible downgrade

   -- $84,000,000 Class D Deferrable Floating Rate Notes Due
      2042

      Prior Rating: Ba3

      Current Rating: Caa1, on review for possible downgrade

   -- $26,000,000 Class E Deferrable Floating Rate Notes Due
      2042

      Prior Rating: Caa2, on review for possible downgrade

      Current Rating: Ca

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


INTEGRATED PACKAGING: Case Summary & 7 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Integrated Packaging Assembly Corp.
        dba IPAC
        2221 Oakland Road
        San Jose, CA 95131

Bankruptcy Case No.: 07-53563

Type of Business: The Debtor packages and tests semiconductors.
                  See http://www.ipac.com/

Chapter 11 Petition Date: October 31, 2007

Court: Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: William J. Healy, Esq.
                  Campeau, Goodsell and Smith
                  440 North 1st Street, Suite 100
                  San Jose, CA 95112
                  Tel: (408) 295-9555
                  Fax: (408) 295-6606

Debtor's financial condition as of Sept. 30, 2007:

   Total Assets:         $0

   Total Debts:  $1,120,010

Debtor's list of its Seven Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Manasian & Rougeau, LLP                      $20,000
400 Montgomery Street, Suite 100
San Francisco, CA 94104

Needham, Davis, Kepner & Young, LLP               $1
c/o Brad Jones
1960 The Alameda, Suite 210
San Jose, CA 95126

Thelen Reid                                       $1
225 West Santa Clara Street, Suite 1200
San Jose, CA 95113

South Bay Development                             $1

Montgomery Professional Services Co.              $1

Joe Sully                                         $1

Old Oakland Road Associates                       $1


INTERPUBLIC GROUP: Posts $21.9 Million Net Loss in 3rd Quarter
--------------------------------------------------------------
Interpublic Group of Companies Inc. reported Thursday results of
its third quarter ended Sept. 30, 2007.  Third quarter 2007 net
loss was $21.9 million and net loss applicable to common  
stockholders was $28.8 million, compared to net income of
$3.7 million and net loss applicable to common stockholders of
$8.2 million a year ago.  

Year-to-date 2007 net loss was $10.8 million and net loss
applicable to common stockholders was $31.5 million, compared to
net loss of $100.8 million and net loss applicable to common
stockholders of $136.5 million in 2006.

Third quarter 2007 revenues were $1.56 billion, compared to
$1.45 billion the same period a year ago.  Nine months 2007
revenues were $4.57 billion, compared to $4.31 billion in 2006.

Organic revenue increased 5.7% compared to the third quarter of
2006, due to higher revenue from existing clients and net client
wins.  For the first nine months of 2007, organic revenue
increased 4.8% relative to 2006.

During the third quarter, operating expenses were $1.51 billion in
2007, compared to $1.43 billion last year.  For the first nine
months, operating expenses were $4.50 billion this year, compared
to $4.38 billion in 2006.

Operating income in the third quarter of 2007 was $51.1 million,
compared to $20.9 million in 2006.  For the first nine months of
2007, operating income was $72.5 million, compared to a loss of
$61.8 million in 2006.

Operating margin was 3.3% and 1.6% for three and nine months ended
Sept. 30, 2007, compared to 1.4% and (1.4%) for the three and nine
months ended Sept. 30, 2006, respectively.

"For the third quarter and year-to-date, our results showed
continued improvement in terms of both organic revenue growth and
operating performance.  We continue to see the benefits of
strategic actions taken in 2006 and 2007, as well as of the
financial systems and disciplines being put into place across the
organization," said Michael I. Roth, Interpublic's chairman and
chief executive officer.  "The increasingly competitive client
offerings at all of our companies give us confidence in our future
growth prospects.  We will continue to push for double digit
margins, but we expect to post operating margin of between 8.5%
and 9% in 2008 - a dramatic improvement over the negative 1.7% the
company reported less than two years ago."

Net interest expense in the third quarter of 2007 decreased by
$2.0 million compared to the same period in 2006.

Other income in the quarter was a loss of $4.8 million compared to
income of $22.6 million in 2006.  The third quarter of 2006 was
favorably impacted by a non-cash benefit on the sale of a German
advertising agency.

The tax provision in the third quarter of 2007 is $35.8 million,
compared to a provision of $10.5 million in the same period of
2006.  This provision includes losses incurred in non-US
jurisdictions that receive no tax benefit and the revaluation of
deferred tax assets due to tax law changes.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$11.66 billion in total assets, $9.61 billion in total
liabilities, and $2.05 billion in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?24b7

             Cash Flow from Operations and Total Debt

At September 30, 2007, cash, cash equivalents and marketable
securities totaled $1.53 billion, compared to $1.96 billion at the
end of 2006 and $1.48 billion at the end of the second quarter of
this year.  Cash flow from operations was $119.2 million in the
third quarter of 2007, as compared to cash used of $69.5 million
in the prior year.  This was driven by an improvement in working
capital, as $21.8 million was generated for the third quarter of
2007 compared to a use of working capital of $83.0 million in the
prior year.  Total debt of $2.32 billion as of Sept. 30, 2007,
remained flat when compared to the end of 2006 and the end of the
second quarter of this year.

                        About Interpublic

New York-based, Interpublic Group of Companies Inc. (NYSE: IPG)
-- http://www.interpublic.com/-- is one of the world's leading      
organizations of advertising agencies and marketing services
companies.  Major global brands include Draftfcb, FutureBrand,
GolinHarris International, Initiative, Jack Morton Worldwide, Lowe
Worldwide, MAGNA Global, McCann Erickson, Momentum, MRM Worldwide,
Octagon, Universal McCann and Weber Shandwick.  Leading domestic
brands include Campbell-Ewald, Carmichael Lynch, Deutsch, Hill
Holliday, Mullen, The Martin Agency and R/GA.

                          *     *     *

Interpublic Group of Companies Inc. still carries Fitch Ratings'
BB- Issuer Default Rating which was placed on May 10, 2007.  Fitch
said the rating outlook is stable.


INTERSTATE BAKERIES: Gets Buy Offer from Teamsters Consortium
-------------------------------------------------------------
The International Brotherhood of Teamsters is teaming up with
Yucaipa Companies and Bimbo Bakeries USA to purchase Interstate
Bakeries Corp.

The plan by the Teamsters, Yucaipa and Bimbo Bakeries includes
investing in IBC operations and marketing while maximizing
opportunities for IBC employees with respect to job security,
wages and benefits.

Teamsters said the plan will save tens of thousands of jobs at the
bankrupt company.  The partnership brings together the financing
of Yucaipa and its expertise in working with unionized companies,
the operating prowess of Bimbo Bakeries, one of the largest baking
companies in the world, and union as the key component of the
distribution system, Teamsters said in a news release.

"A key ingredient of our plan will be a commitment from Ron Burkle
and the Yucaipa Companies and Bimbo Bakeries to value the
sacrifices of our members and position the company for long-term
growth," Jim Hoffa, Teamsters General President, said.  "Under
IBC's plan, our members were being asked to make the largest
sacrifice, putting their faith in an untested delivery system in
an entity that had little room for error. It was a recipe for
another bankruptcy."

IBC's management is recommending a plan backed by Silver Point
Finance which would leave the company highly leveraged and
Teamster-represented route sales and transport workers shouldering
the largest part of financial cuts, the union said.

"Our plan is in direct contrast to IBC's proposed financing plan
with Silver Point," said Richard Volpe, Director of the Teamsters
Bakery and Laundry Conference. "We have low expectations in IBC's
plan to sustain the company for any length of time. Our main goal
was to find an investor and a management team that would honor our
sacrifices, deal with us with respect, and create a viable
business that provides ongoing goods and services to its creditors
and vendors. We believe this plan achieves those goals by
preserving jobs, health care and pension benefits for our members
as well as a better rationalization of labor relations.

"This plan calls for our members to make sacrifices, which is
never easy, but given our alternatives this is a home run," Mr.
Volpe said.  "The current product synergies, commitment for new
product development and national distribution network will give
our members the best chance to protect their earnings, health care
and retirement. Not only do I feel confident about this plan but
Teamster Bakery leaders from around the country unanimously
endorsed this as the way to go forward."

The Teamsters is objecting to another extension of IBC's exclusive
periods to file a plan of reorganization and IBC's request to
enter into a $400,000,000 exit financing deal with Silver Point.

Yucaipa filed a similar pleading.

Bimbo Bakeries USA has extensive experience managing the
production and distribution of baked goods, Teamsters said.  
Founded in the early 1940s, the Fort Worth, Texas-based company
produces brands like Oroweat and Entenmann's.

Yucaipa Companies is a premier investment management firm that has
established a record of fostering economic value through the
growth and responsible development of companies, working to
preserve union jobs and supporting working families nationwide,
according to the union.  Earlier this year, the Teamsters
endorsed a Yucaipa plan to finance and reorganize another Teamster
employer, Allied Holdings, which, like IBC, was having financial
difficulty.

More than 9,500 IBC employees are represented by the Teamsters
Union. Founded in 1903, the International Brotherhood of Teamsters
represents 1,400,000 workers throughout the United States, Canada
and Puerto Rico.


Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and seven of its debtor-affiliates filed for chapter
11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No. 04-
45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.  The Debtors' exclusive period to file a chapter 11
plan has recently been extended to Nov. 8, 2007.

(Interstate Bakeries Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ISTANA HIGH: Moody's Cuts Ratings on Two Notes To Low-B
-------------------------------------------------------
Moody's Investors Service placed these notes issued by Istana High
Grade ABS CDO I, Ltd. on review for possible downgrade:

   -- $250,000,000 Class A-2 Second Priority Floating Rate
      Notes Due 2048

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $50,000,000 Class A-3 Third Priority Floating Rate Notes
      Due 2048

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $50,000,000 Class A-4 Fourth Priority Floating Rate Notes
      Due 2048

      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:

   -- $21,500,000 Class B Fifth Priority Floating Rate Notes
      Due 2048

      Prior Rating: Aa2

      Current Rating: A1, on review for possible downgrade

   -- $13,000,000 Class C Sixth Priority Deferrable Floating
      Rate Notes Due 2048

      Prior Rating: A2

      Current Rating: Baa2, on review for possible downgrade

   -- $7,500,000 Class D Seventh Priority Deferrable Floating
      Rate Notes Due 2048

      Prior Rating: Baa2

      Current Rating: Ba2, on review for possible downgrade

   -- $2,550,000 Class E Eighth Priority Deferrable Floating
      Rate Notes Due 2048

      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.


IWT TESORO: Court Approves Lowenstein Sandler as Panel's Counsel
----------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York gave the Official Committee of Unsecured Creditors in IWT
Tesoro Corporation and its debtor-affiliates' bankruptcy cases,
permission to retain Lowenstein Sandler PC as its counsel.

As the Committee's counsel, Lowenstein Sandler is expect to:

   a. advise the Committee with respect to its duties and powers;

   b. assist the Committee in investigating the acts, conduct,
      assets, liabilities, and financial condition of the Debtors,
      the operation of the Debtors' business, potential claims,
      and any other matters relevant to the case or to the sale of
      assets or confirmation of a plan of reorganization or
      liquidation;

   c. assist the Committee in the formulation of a Plan;

   d. assist the Committee in requesting the appointment of a
      trustee or examiner should the action be deemed necessary;

   e. prepare necessary motions, applications, and other pleadings
      as may be appropriate and authorized by the Committee and
      appear in Court to prosecute pleadings; and

   f. perform other legal services as may be required and be in
      the interest of those represented by the Committee;

Lowenstein Sandler's professionals and their hourly rates are:

      Designation             Hourly Rate
      -----------             -----------
      Partner                  $335-$645
      Counsel                  $265-$425
      Associate                $180-$325
      Legal Assistant           $75-$175

John K. Sherwood, Esq., a member of the firm, assures the Court
that the firm does not hold any interest adverse to the Debtors'
estate and is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

Mr. Sherwood can be reached at:

      John K. Sherwood, Esq.
      Lowenstein Sandler PC
      1251 Avenue of the Americas, 18th Floor
      New York, New York 10020
      Tel: (212) 262-6700

I.W.T. Tesoro Corporation, fka Ponca Acquisition Company, --
http://www.iwttesoro.com/-- is headquartered in New York City.    
The company and its subsidiaries distribute building materials,
specifically hard floor and wall coverings.  They are wholesalers
and do not sell directly to any end user.  Their products consist
of ceramic, porcelain and natural stone floor, wall and decorative
tile.  They import a majority of these products from suppliers and
manufacturers in Europe, South America, and the Near and Far East.  
Their markets include the United States and Canada.  They also
offer private label programs for branded retail sales customers,
buying groups, large homebuilders and home center store chains.  

The Debtor and its debtor-affiliates, International Wholesale
Tile, Inc. and American Gres, Inc., filed for Chapter 11
bankruptcy protection on Sept. 6, 2007 (Bankr. S.D. NY Lead Case
No. 07-12841).  Dawn K. Arnold, Esq. and Jonathan S. Pasternak,
Esq. at Rattet, Pasternak & Gordon-Oliver, L.L.P. represent the
Debtors in their restructuring efforts.  The U.S. Trustee for
Region 2 has appointed an Official Committee of Unsecured
Creditors on this case.  As of June 30, 2007, the Debtors had
total assets of $39,798,579 and total debts of $47,940,983.


KL INDUSTRIES: Disclosure Statement Hearing Deferred to Dec. 18
---------------------------------------------------------------
The Honorable Carol A. Doyle of the the U.S. Bankruptcy Court
for the Northern District of Illinois moved to Dec. 18, 2007, at
10:30 a.m., the hearing to consider approval of the Disclosure
Statement explaining KL Industries Inc.'s Chapter 11 Plan of
Reorganization.

                       Overview of the Plan

The Plan, as published in the Troubled Company Reporter on Feb. 7,
2007, provides for the liquidation of all the Debtor's property
and for a distribution of that property consistent with Section
726 of the Bankruptcy Code.

On the Plan's effective date, the Debtor's cash and assets that
are not sold or disposed will be transferred to a Liquidating
Trust that will be administered for the benefit of all Holders
with Allowed Claims.

                       Treatment of Claims

Under the Plan, Holders of Non-Priority Tax Claims will be paid in
full.

LaSalle Bank's Secured Claim, estimated at $6 million as of the
Debtor's bankruptcy filing, will paid using the proceeds of the
sale its collateral.

Holders of Other Secured Claims, at the Debtor's election, will
receive:

    -- the collateral securing their claim or

    -- the liquidation proceeds of the collateral securing their
       claim less costs of liquidation.

Holders of General Unsecured Claims will receive their pro rata
share of the liquidation proceeds after payment in full of allowed
non-tax priority claims.  The Debtor tells the Court that in its
schedules of assets and liabilities, it listed unsecured claims at
$5.1 million.  However, the claims register maintained by the
Court shows that as of Oct. 6, 2006, general unsecured claims
totaled approximately $7.1 million.  The Debtor estimates that
unsecured creditors will receive around 0% to 20% of their claims.

Holders of Untimely Filed Claims will not receive anything under
the Plan.

Equity Interests Holder will also not receive anything under the
Plan and those interests will be cancelled.

A full-text copy of the Disclosure Statement is available for a
fee at:

   http://www.researcharchives.com/bin/download?id=061024213220  

                       About KL Industries

Based in Addison, Illinois, KL Industries Inc. manufactures
springs, assemblies and other products for the automotive and
electronic markets.  The Company does business as KL Spring &
Stamping Division, KL Spring Division, KL Stamping Division, KL
Assembly Division and American Metal Forming Division.

The company filed for bankruptcy protection on May 2, 2006 (Bankr.
N.D. Ill. Case No. 06-04882).  Peter J. Roberts, Esq., and Steven
B. Towbin, Esq., at Shaw Gussis Fishman Glantz Wolfson & Towbin
LLC represent the Debtor in its restructuring efforts.  Daniel J.
McGuire, Esq., at Winston & Strawn LLP represents the Official
Committee of Unsecured Creditors.  CM&D Capital Advisors LLC is
the Debtor's financial Advisor.  In its schedules of assets and
liabilities, the Debtor listed $10,462,451 in total assets and
$11,898,913 in total liabilities.


KLEROS PREFERRED: Moody's Cuts Rating on Class E Notes to Ba2
-------------------------------------------------------------
Moody's Investors Service placed these notes issued by Kleros
Preferred Funding V PLC on review for possible downgrade:

Class Descriptions:

   -- $1,020,000,000 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

   -- $80,000,000 Class A-2 Second Priority Senior Secured
      Floating Rate Notes Due 2050

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $40,000,000 Class A-3 Third Priority Senior Secured
      Floating Rate Notes Due 2050

      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:

   -- $28,500,000 Class B Fourth Priority Senior Secured
      Floating Rate Notes Due 2050

      Prior Rating: Aa2

      Current Rating: A2, on review for possible downgrade

   -- $8,000,000 Class C Fifth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2050

      Prior Rating: A2

      Current Rating: Baa2, on review for possible downgrade

   -- $2,500,000 Class D Sixth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2050

      Prior Rating: A3

      Current Rating: Baa3, on review for possible downgrade

   -- $12,500,000 Class E Seventh Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2050

      Prior Rating: Baa2

      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.


KLEROS PREFERRED: Moody's Junks Ratings on Two Note Classes
-----------------------------------------------------------
Moody's Investors Service placed these notes issued by Kleros
Preferred Funding IV Ltd. on review for possible downgrade:

Class Descriptions:

   -- $200,000,000 Class A-2 Second Priority Senior Secured
      Floating Rate Notes Due 2051

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $400,000,000 Class A-3 Third Priority Senior Secured
      Floating Rate Notes Due 2051

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $91,000,000 Class A-4 Fourth Priority Senior Secured
      Floating Rate Notes Due 2051

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $55,000,000 Class B Fifth Priority Senior Secured
      Floating Rate Notes Due 2051

      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:

   -- $15,000,000 Class C Sixth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2051

      Prior Rating: A2

      Current Rating: Ba1, on review for possible downgrade

   -- $6,000,000 Class D Seventh Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2051

      Prior Rating: A3

      Current Rating: Ba2, on review for possible downgrade

   -- $14,600,000 Class E Eighth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2051

      Prior Rating: Baa2

      Current Rating: B3, on review for possible downgrade

   -- $5,000,000 Class F Ninth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2051

      Prior Rating: Ba1

      Current Rating: Caa2, on review for possible downgrade

   -- $10,000,000 Combination Notes Due 2051

      Prior Rating: Ba3

      Current Rating: Caa3, on review for possible downgrade

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


KLEROS REAL: Moody's Cuts Ratings on Three Notes to Low-B
---------------------------------------------------------
Moody's Investors Service placed these notes issued by Kleros Real
Estate CDO III Ltd. on review for possible downgrade:

Class Descriptions:

   -- $815,000,000 Class A-1A First Priority Senior Secured
      Floating Rate Delayed Draw Notes due 2046

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $60,000,000 Class A-1B Second Priority Senior Secured
      Floating Rate Notes due 2046

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $70,000,000 Class A-2 Third Priority Senior Secured
      Floating Rate Notes due 2046

      Prior Rating: Aa2

      Current Rating: Aa2, on review for possible downgrade

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

   -- $15,000,000 Class A-3 Fourth Priority B Senior Secured
      Deferrable Floating Rate Notes due 2046

      Prior Rating: A2

      Current Rating: Ba1, on review for possible downgrade

   -- $10,000,000 Class A-4 Fifth Priority Secured Deferrable
      Floating Rate Notes due 2046

      Prior Rating: A3

      Current Rating: Ba2, on review for possible downgrade

   -- $11,000,000 Class B Sixth Priority Mezzanine Deferrable
      Floating Rate Notes due 2046

      Prior Rating: Baa3

      Current Rating: B2, on review for possible downgrade

   -- $5,000,000 Class C Seventh Priority Mezzanine Deferrable
      Floating Rate Notes due 2046

      Prior Rating: Ba2

      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.


KLEROS REAL: Moody's Reviews Ba2 Rating on $9MM Class E Notes
-------------------------------------------------------------
Moody's Investors Service placed these notes issued by Kleros Real
Estate CDO IV, Ltd. on review for possible downgrade:

Class Descriptions:

   -- $52,000,000 Class A-4 Fourth Priority Senior Secured
      Floating Rate Notes Due December 2050

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $21,000,000 Class B Fifth Priority Senior Secured
      Floating Rate Notes Due December 2050

      Prior Rating: Aa2

      Current Rating: Aa2, on review for possible downgrade

   -- $47,000,000 Class C Sixth Priority Senior Secured
      Floating Rate Notes Due December 2050

      Prior Rating: Aa3

      Current Rating: Aa3, on review for possible downgrade

   -- $9,000,000 Class D Seventh Priority Mezzanine Deferrable
      Floating Rate Notes Due December 2050

      Prior Rating: Baa2

      Current Rating: Baa2, on review for possible downgrade

   -- $9,000,000 Class E Eighth Priority Mezzanine Deferrable
      Floating Rate Notes Due December 2050

      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.


KLYTIE'S DEVELOPMENT: Chapter 15 Petition Summary
-------------------------------------------------
Petitioner: Ernst & Young, Inc.
            c/o Craig Munro
            Ernst & Young Tower
            222 Bay Street
            Toronto, ON M5K 1J7
            Tel: (416) 864-1234

Debtor: Klytie's Development Inc.,
        Klytie's Development, L.L.C.,
        Efrat Friedman, and
        Hidai Friedman
        1000,440-2nd Avenue Southwest
        Calgary, Alberta, Canada T2P 5E9
        Canada

Case No.: 07-22719

Type of Business: The Debtors manage private investment funds both
                  in the US and Canada, focusing on worldwide
                  investments in real estate.  They guaranted
                  their investors with 10% minimum annual returns.
                  Klytie's Developments, L.L.C. is registered in
                  Colorado.  However, on October 5, 2006, the
                  Alberta Securities Commmision commenced an
                  action against the Debtors and obtained Orders
                  directing that certain funds held on deposit by
                  the them in two Canadian banks be held
                  pending further proceedings.  In a Settlement
                  Agreement and Undertaking they entered with the
                  commission, the Debtors admitted to obtaining
                  funds through misrepresentations and material
                  omissions and in violation of securities laws in
                  Alberta, Canada.  They also agreed to pay a
                  total of CDN$220,000, to the commission, part of
                  which was for the cost of the investigation and
                  to be suspended from work in the securities
                  field for 25 years.

                  In the US, the District Court for the City and
                  County of Denver, Colorado issued an Order of
                  Preliminary Injunction, an Order Freezing Assets
                  and an Order of Non-Destruction of Records on
                  November 6, 2006 that prohibited the Debtors to
                  sell interests in the funds, to sell securities
                  in the state of Colorado, to act as a securities
                  broker/dealer in violation of the state
                  statutes, to dissipate assets and to destroy
                  records.  On June 22, 2007, seven plaintiffs
                  sued the Debtors and Jason Sharkey, who
                  apparently operated Klytie's Developments,
                  L.L.C., claiming sales of unregistered
                  securities through fraud, deceit and false
                  representations as well as violations of the
                  state securities laws.  However, Jason Sharkey
                  answered, denied the allegations and
                  cross-claimed against the Debtors.

                  On August 16, 2007, Ernst & Young, Inc. was
                  appointed as the Receiver of the Debtors'
                  Canadian proceeding.  On October 17, 2007, the
                  powers of the Receiver was expanded, provided
                  that the Debtors' proceeding also applied to
                  Hidai and Efrat Friedman and clarified that
                  E.D.A. Mortgage Solutions, Inc. and Klytie's LLC
                  were also affiliates of  the Debtors.  The
                  Receiver's request for recognition as a foreign
                  main proceeding was in aid of the pursuit of all
                  the Debtors' assets in Colorado and elsewhere in
                  the U.S.

Chapter 15 Petition Date: November 1, 2007

Court: District of Colorado (Denver)

Petitioner's Counsel: Peter A. Cal, Esq.
                      Sherman & Howard, L.L.C.
                      633 17th Street, Suite 3000
                      Denver, CO 80202-3665
                      Tel: (303) 297-2900
                      Fax: (303) 298-0940

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million


LAS VEGAS SANDS: Posts $48.5 Mil. Net Loss in Qtr. Ended Sept. 30
-----------------------------------------------------------------
Las Vegas Sands Corp. reported Thursday financial results for the
quarter ended Sept. 30, 2007.  On a GAAP basis, net loss in the
third quarter of 2007 was $48.5 million, compared to net income of
$97.3 million in the third quarter of 2006. The decrease in GAAP
net income of $145.8 million was principally driven by the  
increases in pre-opening expenses, operating costs, depreciation
and amortization expense, net interest expense, and the lower  
table games win percentage.

Net revenue for the third quarter of 2007 increased 19.5% to  
$661.0 million, compared to $553.2 million in the third quarter of
2006.  Consolidated adjusted property EBITDAR in the third quarter  
of 2007 came in at $164.3 million, a decrease of 18.9%, compared  
to $202.6 million in the year-ago quarter.  

On a GAAP basis, operating loss was $20.8 million versus operating
income of $133.5 million in the third quarter of 2006.  The
decrease in operating income of $154.3 million was driven
principally by increases of $75.9 million in pre-opening expenses
directly related to preparations for the opening of The Venetian
Macao, which opened on August 28th, The Palazzo, which will open
on December 20th, and other properties to be opened in the future
in Macao, Singapore, and the United States, increased operating
costs as the company expands its infrastructure to execute its
global growth plans, lower table games win percentage, and an
increase of $27.6 million in depreciation and amortization
expense.

Adjusted net income (excluding loss on disposal of assets, pre-
opening expense, and development expense) was $41.8 million,
compared to adjusted net income of $117.6 million in the third
quarter of 2006.  The decrease in adjusted net income of
$75.7 million was driven principally by the increased operating
costs, lower table games win percentage, as well as pretax
increases in depreciation and amortization of $27.6 million and
net interest expense of $21.4 million.  

William P. Weidner, president and chief operating officer stated,  
"On August 28, 2007, Las Vegas Sands opened Macao's first full-
scale integrated resort, The Venetian Macao, and took our first
steps toward realizing our vision of transforming Macao into
Asia's premier business and leisure destination.  While we are
clearly proud of the overwhelmingly positive response the public
has shown The Venetian Macao, and the strong performance of each
of our gaming, hotel, entertainment, retail and group meeting  
businesses, we are clearly only in the top of the first inning in
delivering on the fundamental goal and commitment we share with
the people of Macao, Hong Kong and all of Southern China -- the  
transformation of Macao into Asia's premier business and leisure  
destination.  We remain confident, and The Venetian Macao's  
operating results confirm, that the execution of our strategy will
deliver tremendous economic benefits to Macao and the entire  
region, as well as industry leading returns to our shareholders."

Weidner continued, "As the first Cotai Strip property to open in
Macao and Asia's first integrated resort, The Venetian Macao has
received extremely positive reviews and welcomed millions of  
guests from around the region.  We were honored to receive   
tremendous support from all our constituencies throughout the
region, as we welcomed nearly 3.9 million guests in our first 65
days of operation, including over 114,000 guests in our first 24
hours.  More recently, on Saturday October 20th, concurrent with
both the 2007 NBA China Games, which were played in the Arena at
The Venetian Macao, and our first two tradeshows, the Kenfair-
sponsored Mega Macao and the Macao Trade and Investment Promotion
Institute sponsored Macau International Trade and Investment Fair,
we welcomed over 104,000 guests to The Venetian Macao, the most
since the night of the opening of the  property.  Our strong hotel
rate and occupancy statistics clearly reflect the strength of our
product offering and the broad interest from the region in Macao's
first integrated destination resort.  Our corporate meeting and  
convention businesses are also off to a strong start, our
Non-Rolling table drop has increased by 32% in October compared to
September, and volumes in our VIP gaming business have been  
outstanding and have clearly exceeded our expectations.

Unrestricted cash balances as of Sept. 30, 2007, stood at
$1.68 billion while restricted cash balances were $262.8 million.  
Of the restricted cash balances, $135.5 million is restricted for  
Macao-related construction and $113.3 million is restricted for  
construction of the Marina Bay Sands in Singapore.

As of Sept. 30,  2007, total debt outstanding, including the  
current portion, was $7.29 billion.

            Capital Expenditures and Other Activities

Capital expenditures during the third quarter of 2007 totaled
$1.03 billion.  This includes construction and development  
activities of $558.9  million in Macao, $316.5 million at The
Palazzo, $90.3 million in Singapore, $42.5 million at The  
Venetian and the Sands Expo and Convention Center in Las Vegas,  
and $21.8 million for corporate and other activities.

                      About Las Vegas Sands

Las Vegas Sands Corp. -- http://www.lasvegassands.com/--   
(NYSE: LVS) owns and operates The Venetian Resort-Hotel-Casino  
and the Sands Expo and Convention Center in Las Vegas, as
well as the Sands Macao and The Venetian Macao in the People's  
Republic of China Special Administrative Region of Macao.  The
company is currently constructing four additional integrated    
resorts: The PalazzoResort-Hotel-Casino in Las Vegas; Sands   
Bethworks(TM) in Bethlehem, Pennsylvania; The Marina Bay Sands(TM)
in Singapore; and The Four Seasons Macao in the People's Republic
of China Special Administrative Region on Macao.

LVS is also creating the Cotai Strip(TM), a master-planned  
development of resort-casino properties in Macao.  Additionally,
the company is working with the Zhuhai Municipal People's  
Government of the PRC to master-plan the development of a leisure
resort and convention complex on Hengqin Island in the PRC.

                          *     *     *

Las Vegas Sands Corp. still carries Standard & Poor's Ratings
Services 'BB-' long term foreign issuer credit and long term local
issuer credit ratings, which were placed  on April 17, 2007.  
Rating outlook is stable.


LEHMAN MORTGAGE: Fitch Junks Rating on Class B5 Certificates
------------------------------------------------------------
Fitch Ratings took rating action on these Lehman Mortgage Trust
2006-5 mortgage pass-through certificates

   -- Class A affirmed at 'AAA';
   -- Class M affirmed at 'AA';
   -- Class B1 downgraded to 'AA-' from 'AA';
   -- Class B2 downgraded to 'A-' from 'A';
   -- Class B3 downgraded to 'BB+' from 'BBB', and placed on
      Rating Watch Negative;
   -- Class B4 downgraded to 'B' from 'BB', and placed on
      Rating Watch Negative;
   -- Class B5 downgraded to 'C/DR5' from 'B'.

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect about
$268.2 million in outstanding certificates.  The negative rating
actions reflect deterioration in the relationship between CE and
expected losses, and affect about $12.8 million in outstanding
certificates.

Due to the increasing delinquency pipeline, notably in the
Foreclosure and Real Estate Owned buckets, the projected loss on
the original pool balance has become greater than initially
expected.  The loans in the 60+ delinquency buckets (inclusive of
FC, REO, and Bankruptcy) amount to about 4.3% (just over 2% in
April 2007), while the CE level for class B5 is 0.37%.

The collateral generally consists of fixed rate, conventional,
fully amortizing, first-lien residential mortgage loans.  Aurora
Loan Services Inc., rated 'RMS1-' by Fitch, acts as master
servicer.


LONGRIDGE ABS: Moody's Junks Ratings on Three Note Classes
----------------------------------------------------------
Moody's Investors Service placed these notes issued by Longridge
ABS CDO II, Ltd. on review for possible downgrade:

   -- $275,000,000 Class A1S Variable Funding Senior Secured
      Floating Rate Notes Due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $85,000,000 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:

   -- $45,000,000 Class A2S Senior Secured Floating Rate Notes
      Due 2047

      Prior Rating: Aa2

      Current Rating: Baa1, on review for possible downgrade

   -- $16,500,000 Class A2J Senior Secured Floating Rate Notes
      Due 2047

      Prior Rating: Aa3

      Current Rating: Baa2, on review for possible downgrade

   -- $15,000,000 Class A3S Secured Deferrable Interest
      Floating Rate Notes Due 2047

      Prior Rating: A2

      Current Rating: B1, on review for possible downgrade

   -- $10,000,000 Class A3J Secured Deferrable Interest
      Floating Rate Notes Due 2047

      Prior Rating: A3

      Current Rating: B2, on review for possible downgrade

   -- $6,000,000 Class B1 Mezzanine Secured Deferrable Interest
      Floating Rate Notes Due 2047

      Prior Rating: Baa1

      Current Rating: B3, on review for possible downgrade

   -- $12,500,000 Class B2 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2047

      Prior Rating: Baa2

      Current Rating: Caa1, on review for possible downgrade

   -- $10,000,000 Class B3 Mezzanine Secured Deferrable
      Interest Floating Rate Notes Due 2047

      Prior Rating: Baa3

      Current Rating: Caa2, on review for possible downgrade

   -- $5,000,000 Class C Mezzanine Secured Deferrable Interest
      Floating Rate Notes Due 2047

      Prior Rating: Ba1

      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.


M FABRIKANT: Disclosure Statement Hearing Moved to November 6
-------------------------------------------------------------
The United States Bankruptcy Court for the Southern District
of New York continued the hearing on Nov. 6, 2007, at 2:00 p.m.,
to consider the adequacy of the Disclosure Statement explaining
the Chapter 11 Plan of Liquidation jointly filed by M. Fabrikant &
Sons Inc., its debtor-affiliate, Fabrikant-Leer International
Ltd., the Official Committee of Unsecured Creditors, and
Wilmington Trust Company on Sept. 27, 2007.

As reported in the Troubled Company Reporter on Oct. 4, 2007,
the Plan provided for the liquidation of the assets of the
Debtors' estates, including the investigation and prosecution of
certain causes of action, by two liquidating trusts to be formed
pursuant to the Plan and related liquidating trust agreements.

                          Plan Funding

On May 29, 2007, the Debtors obtained Court authority to
sell certain of their inventories to Surya Capital LLC for
$10.4 million and six remaining lots of assets to Wilmington for
$38.5 million.

The Surya and Wilmington asset sale agreements closed on June 1,
2007, and July 12, 2007, respectively.

The Debtors also obtained Court approval on July 10, 2007, to
sell two life insurance policies owned by MFS for Charles Fortgang
and Marjorie Fortgang.  Each policy provided for a payment of
$4 million to MFS upon the death of each respective insured.  MFS
paid annual premiums on the Charles Fortgang policy in the amount
of $136,922 per year, and on the Marjorie Fortgang policy in the
amount of $88,087 per year.  The surrender value of each policy
was zero dollars on account of surrender charges that would have
to have been paid by the policy holder upon surrender of each
policy.

To capitalize on the policies, the Debtors hired Melville Capital,
a life settlement broker, to sell the policies.  Melville had
estimated their value at approximately $1.3 million to
$1.75 million in the aggregate.  

To date, no closing on the sale of the policies has taken place.  
At first, Charles and Marjorie Fortgang, whose lives are insured
by the policies, refused to execute the necessary consents to
transfer the Debtors' interests in the policies to the prospective
purchaser.  After negotiations among the Debtors, Charles and
Marjorie Fortgang, and the Plan Proponents, the Fortgangs agreed
to sign the necessary documentation only if the proceeds from the
sale of the policies are escrowed and that the Debtors, the
Committee and Wilmington agree not to pursue the funds in the
escrow before Sept. 15, 2007.  In an effort to facilitate the sale
of the policies and to avoid costly and potentially protracted
litigation with the Fortgangs over the issue, the Debtors and the
Plan Proponents agreed to this arrangement.

Further, under the "sweep" provisions of the Court's final order
on the Debtors' use of their lenders' cash collateral, Wilmington
has collected numerous cash sweeps throughout the course of the
Debtors' cases aggregating approximately $33,000,000.

                       Treatment of Claims

Under the Plan, holders of Administrative Ex1pense Claims,
Priority Tax Claims, Professional Fee Claims, and Other Priority
Claims will receive payments in full, in cash.

Holders of Allowed Class 3 Claims will receive any of these
alternative treatments, at the election of a shared assets
trustee:

     a) payment in full in cash;

     b) unaltered legal, equitable and contractual rights to which
        the claim entitles the holder;

     c) treatment pursuant to Section 1124(2) of the Bankruptcy
        Code; or

     d) transfer and surrender of all collateral securing the
        Claim.

Holders of Class 4 Unsecured Claims and Class 5 Unsecured Claims
will receive pro rata distribution from the proceeds of any and
all claims or causes of action of the Debtors, the estates, or the
Committee, against third parties.

Claims under both classes will also receive pro rata distribution
from the proceeds of any claims and causes of action of the
Debtors, the estates, or the Committee against the Debtors'
original lenders, which include ABN Amro Bank N.V., Antwerpse
Diamantbank N.V., and Bank of America, N.A.  

Holders of Current Lender Claims will receive pro rata
distribution from the proceeds of any and all claims or causes
of action of the Debtors, the estates, or the Committee, against
third parties.

The current lenders are successors in interest to the original
lenders under an intercreditor agreement dated Jan. 13, 2006,
among the original lenders and JPMorgan Chase Bank, N.A. as
collateral agent.

The current lenders would ordinarily be entitled to assert a claim
for adequate protection arising out of the use of their cash
collateral throughout the course of the Debtors' cases.  However,
the Plan settles the adequate protection claim by:

   -- providing for priority payment in full of all professional
      fees and expenses incurred by Wilmington, on behalf of the
      Current Lenders, throughout the course of the Debtors'
      cases; and

   -- payment out of the net proceeds of a shared assets trust.

Class 6 Claims, which consists of all interests in any of the
Debtors, and all claims arising from rescission of a purchase or
sale of those interests, or for damages arising from a purchase or
sale, are not entitled to any distribution under the Plan.

                        About M. Fabrikant

Headquartered in New York City, M. Fabrikant & Sons, Inc. --
http://www.fabrikant.com/-- sells diamonds and jewelries.  The
company and its affiliate, Fabrikant-Leer International Ltd.,
filed for chapter 11 protection on Nov. 17, 2006 (Bankr. S.D.N.Y.
Lead Case No. 06-12737).  Mitchel H. Perkiel, Esq., Lee W.
Stremba, Esq., and Paul H. Deutch, Esq., at Troutman Sanders LLP
represent the Debtors in their restructuring efforts.  Alan Kolod,
Esq., Lawrence L. Ginsberg, Esq., and Christopher J. Caruso, Esq.,
at Moses & Singer LLP serve as counsel to the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they listed estimated assets and debts of
more than $100 million.


MAGNA ENTERTAINMENT: Posts $49.8 Million Net Loss in 3rd Quarter
----------------------------------------------------------------
Magna Entertainment Corp. reported Thursday its financial results
for the third quarter ended Sept. 30, 2007.

Net loss from continuing operations of $49.8 million for the three
months ended Sept. 30, 2007, increased $2.1 million or 4.4% from a
net loss from continuing operations of $47.7 million in the three
months ended Sept. 30, 2006.  Revenues were $114.5 million for the
three months ended Sept. 30, 2007, an increase of $2.5 million or
2.2% compared to $112.0 million for the three months ended
Sept. 30, 2006.

EBITDA loss of $26.1 million for the three months ended Sept. 30,
2007 increased $5.0 million or 23.8% from a loss of $21.0 million
in the three months ended Sept. 30, 2006.  

Net loss from continuing operations of $70.8 million for the nine
months ended Sept. 30, 2007, decreased $1.9 million or 2.6% from a
net loss from continuing operations of $72.7 million in the nine
months ended Sept. 30, 2006.

Revenues were $601.8 million for the nine months ended Sept. 30,
2007, an increase of $32.5 million or 5.7% compared to
$569.3 million for the nine months ended Sept. 30, 2006.

EBITDA of $1.6 million for the nine months ended Sept. 30, 2007,
decreased $3.6 million or 69.1% from $5.3 million in the nine
months ended Sept. 30, 2006.

Frank Stronach, MEC's chairman and interim chief executive
officer, commented: "While we are very disappointed with our
results this quarter, we are making progress on the debt
elimination plan that we announced in mid-September.  We have
listed four of our properties for sale with real estate brokers
and engaged a U.S. investment bank to assist in soliciting
potential purchasers and managing the sales process for certain of
our assets and to help us evaluate partnership, joint venture and
strategic investment opportunities. We remain firmly committed to
implementing the debt elimination plan on a timely basis."
    
Blake Tohana, MEC's executive vice-president and chief financial
officer, remarked: "Although we are moving forward with our
corporate cost reduction initiatives and have seen some
improvement at our PariMax operations, including XpressBet(R) and
HRTV(TM), our financial results continue to be weak.  We recognize
that we must significantly improve Gulfstream Park's poor slots
performance and we recently hired Steve Calabro, a gaming
executive with more than 25 years industry experience, as
MEC's vice-president of gaming operations.  Steve has already
identified multiple improvement opportunities for Gulfstream
Park's slots operation, including implementing a more effective
and targeted marketing approach, changing out game types and
denominations and creating a dedicated video poker area.  We are
also continuing to implement various profit improvement
initiatives for Gulfstream Park's upcoming 2008 race meet."

At Sept. 30, 2007, the company's consolidated balance sheet showed
$1.20 billion in total assets, $817.8 million in total
liabilities, and $385 million in total shareholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $147.2 million in total current
assets available to pay $312.0 million in total current
liabilities.

                           Cash Flows

During the three months ended Sept. 30, 2007, cash used for
operations was $33.8 million, which increased $9.5 million from
cash used for operations of $24.3 million in the third quarter of
2006, primarily due to the increase in net loss from continuing
operations and decreases in items not involving current cash flows
and changes in non-cash working capital balances in 2007 relative
to the prior year period.  

Cash used for investing activities during the three months ended
Sept. 30, 2007, was $18.6 million, which included $2.7 million of
proceeds on the sale of real estate and fixed assets, partially
offset by real estate property and fixed asset additions of
$20.6 million and other asset additions of $700,000.  

Cash provided from financing activities during the three months
ended Sept. 30, 2007, of $31.3 million includes proceeds from bank
indebtedness of $25.2 million and net borrowings of $8.1 million
from the company's parent company, partially offset by net
repayments of $2.0 million of long-term debt.

                       Going Concern Doubt

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

                    About Magna Entertainment
    
Based in Aurora, Ontario, Magna Entertainment Corp. (NASDAQ: MECA;
TSX: MEC.A) -- http://www.magnaentertainment.com/-- acquires,  
develops, owns and operates horse racetracks and related pari-
mutuel wagering operations, including off-track betting
facilities.  MEC also develops, owns and operates casinos in
conjunction with its racetracks where permitted by law.  MEC owns
and operates AmTote International Inc., a provider of totalisator
services to the pari-mutuel industry, XpressBet(R), a national
Internet and telephone account wagering system, as well as
MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC has
a 50% interest in HorseRacing TV(TM), a 24-hour horse racing
television network and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.


MAGNOLIA FINANCE: Moody's Junks Rating on Series 2007-1C Notes
--------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade these notes issued by Magnolia Finance II plc:

Class Description:

   -- $10,000,000 Azalea Series 2007-1C ABS Portfolio Variable
      Rate Notes due February 2046

      Prior Rating: Baa2

      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.


MAMMOTH ANTHRACITE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Mammoth Anthracite, L.L.C.
        133 Hemlock Lane
        Acme, PA 15610

Bankruptcy Case No.: 07-26888

Chapter 11 Petition Date: November 1, 2007

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Robert O. Lampl, Esq.
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


MAXIM HIGH: Moody's Cuts Ratings on Two Note Classes to Low-B
-------------------------------------------------------------
Moody's Investors Service placed these notes issued by Maxim High
Grade CDO I, Ltd. on review for possible downgrade:

   -- $250,000,000 Class A-2 Second Priority Senior Secured
      Floating Rate Notes Due 2048

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $250,000,000 Class A-3 Third Priority Senior Secured
      Floating Rate Notes Due 2048

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $100,000,000 Class A-4 Fourth Priority Senior Secured
      Floating Rate Notes Due 2048

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $100,000,000 Class A-5 Fifth Priority Senior Secured
      Floating Rate Notes Due 2048

      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:

   -- $34,000,000 Class B Sixth Priority Senior Secured
      Floating Rate Notes Due 2048

      Prior Rating: Aa2

      Current Rating: A2, on review for possible downgrade

   -- $21,000,000 Class C Seventh Priority Senior Secured
      Floating Rate Notes Due 2048

      Prior Rating: Aa3

      Current Rating: A3, on review for possible downgrade

   -- $14,000,000 Class D Eighth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2048

      Prior Rating: A2

      Current Rating: Baa3, on review for possible downgrade

   -- $20,500,000 Class E-1 Ninth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2048

      Prior Rating: Baa2

      Current Rating: Ba3, on review for possible downgrade

   -- $1,500,000 Class E-2 Ninth Priority Mezzanine Secured
      Deferrable Fixed Rate Notes Due 2048

      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.


MCMORAN EXPLORATION: Prices 16.25MM Common Stock Public Offering
----------------------------------------------------------------
McMoRan Exploration Co. has priced an aggregate of $426.5 million
in its public offerings of 16.25 million shares of common stock at
$12.40 per share and 2.25 million shares of 6-3/4% mandatory
convertible preferred stock at $100 per share.

These offerings will generate gross proceeds of approximately
$426.5 million before underwriting discounts, expenses and the
exercise of overallotments, if any.

McMoRan intends to use the net proceeds of approximately
$410 million from these offerings to repay a portion of the
indebtedness under a bridge facility used in connection with the
acquisition of the Gulf of Mexico shelf oil and gas properties of
Newfield Exploration Company.

The closing date for these transactions is expected to be on
Nov. 7, 2007.  The underwriters have an option to purchase from
the company up to an additional 2.44 million shares of common
stock and an additional 337,500 shares of mandatory convertible
preferred stock to cover overallotments, if any.

The 6-3/4% mandatory convertible preferred stock will pay, when
and if declared by the board of directors, dividends at a rate of
6.75% per annum, payable quarterly.  McMoRan will pay dividends in
cash, common stock or a combination of cash and common stock.

The first dividend date will be Feb. 15, 2008.  The 6-3/4%
mandatory convertible preferred stock will be convertible into
between 15.1 million and 18.1 million shares of our common stock,
subject to anti-dilution adjustments.  The shares will
automatically convert on Nov. 15, 2010.

Holders may elect at any time before Nov. 15, 2007, to convert at
a conversion rate equal to 6.7204 shares of common stock for each
share of 6-3/4% mandatory convertible preferred stock.  the
company's 6-3/4% mandatory convertible preferred stock has been
approved for listing on the New York Stock Exchange, subject to
issuance.  The ticker symbol for this security will be MMRprM.

The joint book-running managers for these offerings are Merrill
Lynch & Co. and JPMorgan.  Jefferies & Company Inc. is a co-
manager for these offerings.  The offerings will be made under the
company's existing shelf registration statement filed with the
Securities and Exchange Commission.

Copies of the prospectus supplements and accompanying prospectus
relating to these offerings may be obtained by contacting:

     Merrill Lynch & Co.
     Attn: Prospectus Department
     No. 4 World Financial Center    
     New York, NY 10080
     Tel: 212-449-1000

            or

     J.P. Morgan Securities Inc.
     No. 4 Chase Metrotech Center, CS Level
     Brooklyn, NY 11245

                    About McMoran Exploration

Headquartered in New Orleans, McMoRan Exploration Company (NYSE:
MMR) -- http://www.mcmoran.com/-- is an independent public  
company engaged in the exploration, development and production of
oil and natural gas offshore in the Gulf of Mexico and onshore in
the Gulf Coast area.  McMoRan is also pursuing plans for the
development of the MPEH(TM) which will be used for the receipt and
processing of liquefied natural gas and the storage and
distribution of natural gas.

As reported in the Troubled Company Reporter on Oct. 23, 2007,
McMoRan Exploration Co.'s consolidated balance sheet at Sept. 30,
2007, showed $1.81 billion in total assets and $1.91 billion in
total liabilities, resulting in a $100 million total shareholders'
deficit.

The company's consolidated balance sheet at Sept. 30, 2007,
moreover showed strained liquidity with $190.5 million in total
current assets available to pay $413.5 million in total current
liabilities.


METHANEX CORP: CEO Bruce Aitken to Buy 35,000 Additional Shares
---------------------------------------------------------------
Bruce Aitken, Methanex Corporation's president and chief executive
officer, plans to purchase about 35,000 additional Methanex common
shares.  The purchase will be funded by the exercise of 164,000
Methanex stock options and is expected to occur between Nov. 8,
2007, and the end of December 2007 through the facilities of the
Toronto Stock Exchange.

Methanex has in place Share Ownership Guidelines under which Mr.
Aitken is to hold Methanex common shares and share equivalents
having a value of at least five times his base salary.  Subsequent
to this intended purchase, Mr. Aitken will hold approximately
365,000 Methanex common shares or share equivalents and will
continue to substantially exceed the Share Ownership Guidelines.

Vancouver-based Methanex Corp. (Toronto: MX) (NASDAQGM: MEOH) --
http://www.methanex.com/-- is a publicly-traded company engaged  
in the production, distribution, and marketing of methanol.  The
company's stock also trate on foreign securities
market of the Santiago Stock Exchange in Chile under the trading
symbol "Methanex".

                          *     *     *

Moody's Investor Services' credit ratings for the company's
unsecured notes at Sept. 30, 2007, is Ba1.  The outlook is stable.


METROPCS COMMS: Withdraws Proposal to Merge with Leap Wireless
--------------------------------------------------------------
MetroPCS Communications Inc. is withdrawing its proposal to engage
in a stock-for-stock tax-free merger with Leap Wireless
International, Inc.  While there is widespread investor and
analyst enthusiasm for a merger between the two companies,
MetroPCS has not been able to engage Leap in meaningful
negotiations regarding MetroPCS' merger proposal.

As reported in the Troubled Company Reporter on Sept. 17, 2007,
Leap Wireless' Board of Directors, in consultation with its
financial and legal advisors, has concluded its review of an
unsolicited proposal from MetroPCS to merge with Leap in a stock-
for-stock merger transaction and has determined that the proposal
is not in the best interests of Leap and its shareholders.

On Sept. 4, 2007, MetroPCS offered to acquire Leap for $69.03 per
share.  Three days later, Leap said it will make a determination
regarding the proposal following completion of a review.  

In a letter to MetroPCS dated Sept. 16, 2007, Leap's Board stated
that MetroPCS' merger proposal is "completely inadequate" because
it:

   -- fails to take into account Leap's robust growth   
      prospects;

   -- dramatically undervalues Leap's business relative to
      MetroPCS; and

   -- offers Leap shareholders no premium on their shares and
      misallocates the value of synergies to MetroPCS
      shareholders.

MetroPCS believes strongly in its stand-alone prospects and will
continue to focus on realizing its significant growth
opportunities.  In addition to the recent service launch in Los
Angeles, MetroPCS expects additional new market launches by the
end of 2008 or early 2009 as well as ongoing increased penetration
in existing markets to continue to drive growth and create value
for MetroPCS' shareholders.

                     About Leap Wireless

Based in San Diego, California, Leap Wireless International, Inc.,
(NASDAQ:LEAP) -- http://www.leapwireless.com/-- is a customer-
focused company providing innovative mobile wireless services
targeted to meet the needs of customers under-served
by traditional communications companies.  With the value of
unlimited wireless services as the foundation of its business,
Leap pioneered both the Cricket(R) and Jump(TM) Mobile services.

                 About MetroPCS Communications

Headquartered in Dallas, Texas, MetroPCS Communications, Inc.
(NYSE: PCS) -- http://www.metropcs.com/-- provides unlimited  
wireless communications service for a flat rate with no signed
contract.  MetroPCS owns or has access to licenses covering
a population of approximately 140 million people in 14 of the top
25 largest metropolitan areas in the United States, including New
York, Philadelphia, Boston, Miami, Orlando, Sarasota, Tampa,
Atlanta, Dallas, Detroit, Las Vegas, Los Angeles, San Francisco
and Sacramento.  Currently, MetroPCS has over 3.5 million
subscribers and offers service in the Miami, Orlando, Sarasota,
Tampa, Atlanta, Dallas, Detroit, San Francisco, and Sacramento
metropolitan areas.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 10, 2007,
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on MetroPCS Communications' Inc.


MKP VELA: Moody's Junks Ratings on Three Note Classes
-----------------------------------------------------
Moody's Investors Service placed these notes issued by MKP Vela
CBO, Ltd. on review for possible downgrade:

Class Descriptions:

   -- $1,012,500,000 Senior Swap Agreement dated as of
      Nov. 16, 2006

      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:

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

      Prior Rating: Aaa

      Current Rating: Baa1, on review for possible downgrade

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

      Prior Rating: Aa2

      Current Rating: Baa3, on review for possible downgrade

   -- $97,500,000 Class C Secured Deferrable Floating Rate
      Notes due 2046

      Prior Rating: A2, on review for possible downgrade

      Current Rating: Ba3, on review for possible downgrade

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

   -- $67,500,000 Class D Mezzanine Secured Deferrable Floating
      Rate Notes due 2046

      Prior Rating: Baa2, on review for possible downgrade

      Current Rating: Ca

   -- $25,650,000 Class X-1 Secured Deferrable Fixed Rate Notes
      due 2046

      Prior Rating: Baa3, on review for possible downgrade

      Current Rating: Ca

   -- $25,650,000 Class X-2 Secured Deferrable Fixed Rate Notes
      due 2046

      Prior Rating: Ba3, on review for possible downgrade

      Current Rating: Ca

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


MTI TECHNOLOGY: Court Approves Omni Management as Claims Agent
--------------------------------------------------------------
M.T.I. Technology Corp. obtained authority from the United States
Bankruptcy Court for the Central District of California to employ
Omni Management Group LLC as its claim, noticing and balloting
agent.

As reported in the Troubled Company Reporter on Oct. 25, 2007,
Omni Management will:

   a. prepare and serve required notices and underlying motions
      or applications, if applicable, in this Chapter 11 case,
      including:

        i. notice of the claims bar date;

       ii. notice of objections to claims;

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

       iv. other miscellaneous notices, motions and applications
           to any entities, as the Debtor or the Court, may deem
           necessary or appropriate for an orderly administration
           of this Chapter 11 case;

   b. file with the clerk's office a certificate or declaration of
      services that includes a copy of the document involved, a
      list of persons to whom the document was mailed and the date
      and manner of mailing;

   c. maintain copies of all proofs and proofs of interest filed;

   d. maintain official claims registers, including, among other
      things, the following information for each proof of claim or
      proof of interest:

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

       ii. date received;

      iii. claim number assigned; and

       iv. asserted amount and classification of the claim.

   e. assist the Debtor in the preparation of the "7 Day Package"
      and all other reporting requirements for the United States
      Trustee;

   f. assist the Debtor with the creation and administration of a
      claim database based upon a review of the claims againts the
      Debtor's estate and the Debtor's books and records;

   g. implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

   h. transmit to the clerk's office a copy of the claims
      registers on a weekly basis, unless requested by the clerk's
      office on a more or less frequent basis; or, in the      
      alternative, make available the proof of claim docket on-
      line to the clerk's office via the Omni claims system;

   i. maintain an up-to-date mailing list for all entities that
      have filed a proof of claims or proof of interest, which
      list will be available upon request of a party in interest
      or the clerk's office;

   j. provide access to the public for examination of copies of
      the proofs of claim or interest without charge during
      regular business hours, as well as, provide online access to
      copies of proofs of claim at no additional expense to
      creditors and parties in interest;

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

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

   m. provide temporary employees to process claims, as necessary;

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

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

The Debtor told the Court that it made a prepetition deposit of
$30,000 to the firm.

Robert L. Berger, the managing director of the firm, assured the
Court that the firm does not hold any interest adverse to the
Debtor's estate and is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Mr. Berger can be reached at:

   Robert L. Berger
   Managing Director
   Omni Management Group LLC
   16501 Ventura Boulevard, Suite 440
   Encino, California 91436
   Tel: (818) 906-8300
   Fax: (818) 783-2737
   http://www.omnimgt.com/

Headquartered in Tustin, California, M.T.I. Technology Corp. --
http://www.mti.com/-- provides professional services and data   
storage for mid- to large-sized organizations.  In addition, the
Company owns all of the issued and outstanding share capital of
three European subsidiaries: MTI Technology GmbH in Germany, MTI
Technology Limited in Scotland and MTI France S.A.S. in France.

The company filed for Chapter 11 protection on October 15, 2007
(Bankr. C.D. Calif. Case No. 07-13347).  Scott C. Clarkson, Esq.,
at Clarkson, Gore & Marsella, A.P.L., represents the Debtor.  The
Trustee has not appointed an Official Committee of Unsecured
Creditors to date in this case.  When the Debtor filed for
protection against its creditors, it listed assets and debts at
$64,002,000.


NASSAU CDO: Moody's Junks Rating on 18,000 Preference Shares
------------------------------------------------------------
Moody's Investors Service placed these notes issued by Nassau CDO
I, Ltd. on review for possible downgrade:

Class Descriptions:

   -- $120,000,000 Class A-2 Second Priority Senior Secured
      Floating Rate Notes Due 2051

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $111,000,000 Class A-3 Third Priority Senior Secured
      Floating Rate Notes Due 2051

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $36,000,000 Class B Fourth Priority Senior Secured
      Floating Rate Notes Due 2051

      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:

   -- $10,000,000 Class C Fifth Priority Mezzanine Secured
      Floating Rate Notes Due 2051

      Prior Rating: A2

      Current Rating: Baa3, on review for possible downgrade

   -- $5,000,000 Class D Sixth Priority Mezzanine Secured
      Floating Rate Notes Due 2051

      Prior Rating: Baa2

      Current Rating: Ba1, on review for possible downgrade

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

Class Description:

   -- 18,000 Preference Shares Par Value U.S.$0.01 Per Share

      Prior Rating: Ba1

      Current Rating: Caa1

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.


NEWBURY STREET: Moody's Cuts Ratings on Two Note Classes to Low-B
-----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Newbury
Street CDO, Ltd. on review for possible downgrade:

   -- $800,000,000 Class A-2 Second Priority Senior Secured
      Floating Rate Delayed Draw Notes due 2053

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $50,625,000 Class A-3 Third Priority Senior Secured
      Floating Rate Notes due 2053

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $59,375,000 Class A-4 Fourth Priority Senior Secured
      Floating Rate Notes due 2053

      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:

   -- $48,000,000 Class B Fifth Priority Senior Secured
      Floating Rate Notes Due 2053

      Prior Rating: Aa2

      Current Rating: A3, on review for possible downgrade

   -- $15,000,000 Class C Sixth Priority Senior Secured
      Deferrable Floating Rate Notes Due 2053

      Prior Rating: A2

      Current Rating: Ba1, on review for possible downgrade

   -- $17,000,000 Class D Seventh Priority Mezzanine Deferrable
      Floating Rate Notes Due 2053

      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 ABS's.


NEWCASTLE CDO: Moody's Holds Ba2 Rating on Class XII Certs.
-----------------------------------------------------------
Moody's Investors Service affirmed the ratings of Newcastle CDO
VIII 1 Limited and Newcastle CDO VIII 2 Limited, Newcastle CDO
VIII LLC as:

   -- Class I-A, $462,500,000, affirmed at Aaa
   -- Class I-AR, $60,000,000, affirmed at Aaa
   -- Class I-B, $38,000,000, affirmed at Aaa
   -- Class S, Notional, affirmed at Aaa
   -- Class II, $42,750,000, affirmed at Aa1
   -- Class III, $42,750,000, affirmed at Aa2
   -- Class IV, $28,500,000, affirmed at Aa3
   -- Class V, $28,500,000, affirmed at A1
   -- Class VI, $27,312,500, affirmed at A2
   -- Class VII, $21,375,000, affirmed at A3
   -- Class VIII, $22,562,500, affirmed at Baa1
   -- Class IX- FL, $6,000,000, affirmed at Baa2
   -- Class IX- FX, $7,600,000, affirmed at Baa2
   -- Class X, $19,650,000, affirmed at Baa3
   -- Class XII, $28,500,000, affirmed at Ba2

As of the Oct. 18, 2007 distribution date, the transaction's
aggregate bond balance was $983.9 million, the same as at
securitization.  The bonds are collateralized by 63 assets
consisting of mezzanine loans (26% of the transaction), CMBS
certificates (23.1%), bank loans (16.3%), CDO certificates (9.7%),
subprime RMBS certificates (8%), B Notes (7.9%), REIT debt
securities (6.4%) and bank loans (2.6%).  The composition of the
pool has shifted since securitization due to the purchase of 10
assets with a par value of $143.5 million.

The pool is performing within its original rating parameters,
resulting in an affirmation of all Classes.  Based on Moody's
analysis, the current WARF has increased to 3,661 from 3,275 at
securitization.  The transaction is in compliance with all
specified covenants, including the WARF/Weighted Average Spread
matrix.

Moody's conducted a review of this transaction due to its subprime
RMBS exposure.  The pool includes all or portions of certificates
from 12 subprime RMBS transactions securitized in 2005 (13.5%),
2006 (70.4%) and 2007 (16.1%).  All of these certificates are
rated by Moody's.  Moody's has downgraded nine of these classes,
representing 5.6% of the pool.  Two of the downgraded classes
(1.5%) are currently on review for further possible downgrade.  
None of the RMBS classes have experienced principal losses.  There
has been no significant change in the credit quality of the pool's
remaining assets.  About 34.6% of the remaining collateral is
rated by Moody's.  Moody's has affirmed all of its ratings except
for the rating of one REIT security (1.1%) which was upgraded.  
All of the shadow ratings are affirmed.


NEXTMEDIA OPERATING: Moody's Holds B2 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed NextMedia Operating Inc.'s B2
Corporate Family Rating and revised the outlook to negative from
stable.

The change in outlook reflects the on-going secular pressure on
the company's radio business and weakness in the company's outdoor
business due to internal operating challenges which Moody's
believes will result in NextMedia not remaining in compliance with
its existing financial maintenance covenants in the first quarter
of 2008.  The rating action incorporates the likelihood that
NextMedia will gain an amendment to the covenants under its credit
facilities.

Moody's took these ratings actions:

NextMedia Operating Inc.

   -- Corporate family rating -- affirmed B2

   -- Probability-of-default rating -- affirmed B2

   -- Secured first lien revolver -- affirmed B1 (from LGD 3,
      39% to LGD 3, 38%)

   -- Secured first lien term loan - affirmed B1 (from LGD 3,
      39% to LGD 3, 38%)

   -- Secured second lien term loan -- affirmed Caa1 (from LGD
      6, 91% to LGD 5, 89%)

The outlook has been revised to negative from stable.

NextMedia's ratings reflect high debt to EBITDA leverage, modest
free cash flow relative to debt and limited scale.  The rating
also incorporates NextMedia's declining pro forma radio revenues
and the operating issues at its outdoor division, the inherent
cyclicality of the advertising market, and Moody's belief that
radio is a mature industry with modest growth prospects.

The ratings are supported by the company's geographically
diversified radio and outdoor holdings and its presence in the
high margin outdoor advertising business, which Moody's believes
has better underlying growth prospects than radio.

NextMedia Operating, Inc., headquartered in Greenwood Village,
Colorado, operates 42 radio stations in eleven mid-sized and
suburban markets and over 8,150 outdoor displays in nine markets.


NPS PHARMA: Sept. 30 Balance Sheet Upside-Down by $209.7 Million
----------------------------------------------------------------
NPS Pharmaceuticals Inc. reported its financial results for the
quarter ended Sept. 30, 2007.

NPS Pharmaceuticals Inc.'s consolidated balance sheet at Sept. 30,
2007, showed $361.5 million in total assets and $571.2 million in
total liabilities, resulting in a $209.7 million stockholders'
deficit.

NPS reported a net income for the third quarter of 2007 of
$14.1 million, versus a net loss in the third quarter of 2006 of
$21.1 million.  The third quarter profit in 2007, versus a loss in
the same period of 2006, reflects aggressive expense reduction
measures, increased revenues from royalties and product sales, and
gains from the sale of fixed assets related to site closures in
Salt Lake City and Toronto.
    
Revenues for the third quarter of 2007 grew 190% to $29.2 million
from revenues of $10.1 million in the third quarter of 2006.  
Increased revenues are primarily the result of higher royalty
revenue earned from Amgen on sales of cinacalcet HCl and increased
product sales, royalty and milestone revenue earned from Nycomed
on sales of Preotact(R).

Research and development expenses for the third quarter of 2007
declined 61% to $5.4 million compared to $13.7 million for the
same period of 2006.  These changes are primarily due to decreased
clinical development activity for PREOS, reductions in personnel,
and associated cash and stock compensation, and lower pre-approval
manufacturing expenses associated with PREOS, offset by higher
pre-approval manufacturing expenses associated with GATTEX.
    
Selling, general and administrative expenses for the third quarter
2007 declined 23% to $5.7 million compared to $7.5 million for the
same period in 2006.  These decreases are primarily due to
reductions in personnel and associated cash and stock
compensation.
   
Restructuring charges for the third quarter of 2007 were
$1.0 million compared to $2.2 million for the same period in the
prior year.  Restructuring charges in 2007 relate primarily to
initiatives to restructure operations announced in March 2007
while restructuring charges in 2006 related to initiatives to
restructure operations announced in June 2006.

In the third quarter of 2007, NPS sold its rights to the PREOTACT
royalty to Drug Royalty Corporation for $50 million up-front with
an additional $25 million to be paid upon the achievement of
certain revenue milestones.  Although the sale is non recourse,
under U.S. generally accepted accounting pronouncements this
transaction will be treated as debt.  NPS also issued $100 million
of non recourse Sensipar backed B bonds, and issued $50 million of
new 5.75% convertible debt due 2014.  In the third quarter, NPS
repurchased $20.2 million of 3% Convertible Notes due 2008 for
$19.5 million.

As of Sept. 30, 2007, the company had 46.4 million shares
outstanding and $302.2 million in cash, cash equivalents and
marketable investment securities as compared to $146.2 million at
Dec. 31, 2006.

Dr. Tony Coles, president and chief executive officer of NPS,
stated:  "Our team's diligent efforts this year have strengthened
our balance sheet and increased our operating flexibility to drive
our late-stage products forward.  By monetizing our non-core
assets and addressing our debt, we are in a much stronger
position to maximize the value of GATTEX and PREOS for patients
and shareholders.  As a result of the improvements in our
financial profile, we are revising our 2007 guidance to reflect
the transformation our business has undergone this year."

                    About NPS Pharmaceuticals

Headquartered in Salt Lake City, Utah, NPS Pharmaceuticals Inc.
(NASDAQ:NPSP) -- http://www.npsp.com/-- develops small molecules  
and recombinant proteins as drugs, primarily for the treatment of
metabolic, bone and mineral, and central nervous system disorders.  
The company has drug candidates in various stages of clinical
development.


OCTANS III: Moody's Junks Ratings on Four Note Classes
------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade these notes issued by Octans III CDO, Ltd.:

Class Descriptions:

   -- $100,000,000 Class A-1 Floating Rate Senior Secured Notes
      Due 2047

      Prior Rating: Aaa

      Current Rating: A3, on review for possible downgrade

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

      Prior Rating: Aa2, on review for possible donwgrade

      Current Rating: Baa3, on review for possible downgrade

   -- $55,000,000 Class B Floating Rate Deferrable Interest
      Secured Notes Due 2047

      Prior Rating: A2, on review for possible downgrade

      Current Rating: Caa2, on review for possible downgrade

   -- $40,000,000 Class C Floating Rate Deferrable Interest
      Secured Notes Due 2047

      Prior Rating: Baa3, on review for possible downgrade

      Current Rating: Caa3, on review for possible downgrade

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

   -- $15,000,000 Class D Floating Rate Deferrable Interest
      Secured Notes Due 2047

      Prior Rating: Ba2, on review for possible downgrade

      Current Rating: Ca

   -- $20,000,000 Class E Floating Rate Deferrable Interest
      Secured Notes Due 2047

      Prior Rating: B1, on review for possible downgrade

      Current Rating: Ca

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


OCTANS II: Moody's Junks Rating on $45,000,000 Class X-1 Notes
--------------------------------------------------------------
Moody's Investors Service placed these notes issued by Octans II
CDO Ltd. on review for possible downgrade:

Class Descriptions:

   -- $945,000,000 Class A-1 Swap

      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:

   -- $41,000,000 Class A-2 Senior Secured Floating Rate Notes
      Due 2051

      Prior Rating: Aaa

      Current Rating: Aa3, on review for possible downgrade

   -- $100,000,000 Class A-3A Senior Secured Floating Rate
      Notes Due 2051

      Prior Rating: Aaa

      Current Rating: Aa3, on review for possible downgrade

   -- $54,000,000 Class A-3B Senior Secured Floating Rate Notes
      Due 2051

      Prior Rating: Aaa

      Current Rating: A3, on review for possible downgrade

   -- $108,000,000 Class B Senior Secured Floating Rate Notes
      Due 2051

      Prior Rating: Aa2, on review for possible downgrade

      Current Rating: Ba3, on review for possible downgrade

   -- $78,000,000 Class C-1 Deferrable Secured Floating Rate
      Notes Due 2051

      Prior Rating: A2, on review for possible downgrade

      Current Rating: Caa1, on review for possible downgrade

   -- $31,500,000 Class C-2 Deferrable Secured Floating Rate   
      Notes Due 2051

      Prior Rating: A3, on review for possible downgrade

      Current Rating: Caa2, on review for possible downgrade

   -- $51,000,000 Class D Deferrable Secured Floating Rate
      Notes Due 2051

      Prior Rating: Baa3, on review for possible downgrade

      Current Rating: Caa3, on review for possible downgrade

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

   -- $45,000,000 Class X-1 Deferrable Secured Fixed Rate Notes
      Due 2051

      Prior Rating: Ba1, on review for possible downgrade

      Current Rating: Ca

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


OMEGA HEALTHCARE: Earns $15.3 Million in Quarter Ended Sept. 30
---------------------------------------------------------------
Omega Healthcare Investors Inc. reported net income of
$15.3 million, net income available to common stockholders of
$12.9 million and operating revenues of $39.2 million.  This
compares to net income of $14.6 million, net income available to
common stockholders of $12.1 million, and operating revenues of
$35.1 million for the same period in 2006.

For the nine-month period ended Sept. 30, 2007, the company
reported net income of $52.1 million, net income available to
common stockholders of $44.6 million, and operating revenues of
$120 million.  This compares to net income of $42.3 million, net
income available to common stockholders of $34.8 million, and
operating revenues of $99.4 million for the same period in 2006.

The company also reported funds from operations available to
common stockholders for the three months ended Sept. 30, 2007 of
$22 million or $0.32 per common share which includes a
$1.6 million non-cash provision for impairment, $0.5 million of
non-cash restricted stock expense, a $0.1 million reduction in the
company's provision for income taxes and $0.1 million of non-cash
consolidation adjustments due to Financial Accounting Standards
Board Interpretation No. 46R, Consolidation of Variable Interest
Entities.

Operating revenues for the three months ended Sept. 30, 2007 were
$39.2 million.  

Operating expenses for the three months ended Sept. 30, 2007
totaled $13.5 million.

Other income and expense for the three months ended
Sept. 30, 2007 was a net expense of $10.5 million and was
primarily comprised of $10.1 million of interest expense and $0.5
million of amortization of deferred financing costs.

As of Sept. 30, 2007, the company had total assets of
$1.2 billion, total liabilities of $607.7 million, and total
stockholders' equity of $583.2 million.

Full-text copies of the company's financials are availble for free
at http://ResearchArchives.com/t/s?24bb.

                     Portfolio Developments

Litchfield Investment Company LLC:

On July 31, 2007, the company completed a transaction with
Litchfield Investment Company, LLC and its affiliates to purchase
five skilled nursing facilities for a total investment of about
$40 million.  The company also provided a $2.5 million loan in the
form of a subordinated note as part of the transaction.  
Simultaneously with the closing of the purchase transaction, the
five facilities were combined into an Amended and Restated Master
Lease containing 13 other facilities between the company and an
existing operator, Home Quality Management.  The amended and
restated master lease was extended until July 31, 2017.

Other:

During the third quarter of 2007, the company agreed to
restructure a five facility master lease with one of its existing
tenants whereby the company and tenant have agreed to sell three
facilities and reduce the annual rent on the master lease by $0.4
million.

  Third Quarter 2007 Highlights and Other Recent Developments

   * In October, the company declared a quarterly common
     dividend of $0.28 per share, an increase of $0.01 per
     common share compared to the prior quarter.

   * On Oct. 16, 2007, the company announced the reinstatement
     of the optional cash purchase component of the company's
     dividend reinvestment and common stock purchase plan

   * On July 31, 2007, the company closed on about $40 million
     of new investments.

                      About Omega HealthCare

Based in Timonium, Maryland, Omega HealthCare Investors, Inc.
(NYSE:OHI) -- http://www.omegahealthcare.com/-- is a real       
estate investment trust investing in and providing financing to
the long-term care industry.  At Dec. 31, 2006, the company owned
or held mortgages on 239 skilled nursing facilities and assisted
living facilities with approximately 27,302 beds located in 27
states and operated by 32 third-party healthcare operating
companies.

                         *     *     *

In January 2006, Moody's placed the company's senior unsecured
debt rating at Ba3, and cumulative preferred rating and non-
cumulative preferred ratings at B2.  These ratings still hold to
date.  The outlook is stable.

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


OUTLOOK RESOURCES: Defaults in Filing Financial Reports with OSC
----------------------------------------------------------------
Outlook Resources Inc. is in default of filing its interim
financial statements and MD&A for the nine months ended
Aug. 31, 2007, which were to have been filed on or before
Oct. 30, 2007, pursuant to Ontario Securities Commission Policy
57-603.

The company has made an application to be granted a Management
Cease Trade Order in respect of each individual that is, or was,
at any time since the end of the period covered by the last
financial statements filed by the company, namely those in respect
of the period ended May 31, 2007, a director, officer or other
insider of the company who, during that time, had or may have had,
access to material information with respect to the company that
has not been generally disclosed.

The Management Cease Trade order is revocable within 15 days if
the company files the required financial statements, MD&A and
certifications within that time period.  It is anticipated that
such filings will occur within the 15 day time frame.

Mr. John Bottomley, president and chief executive officer of
Outlook advises that he accepts full responsibility for missing
the deadline and is working to ensure the Statements are completed
and filed no later than Nov. 6, 2007.

The company intends to satisfy the provisions of the Alternate
Information Guidelines as set out in the Policy for long as it
remains in default.

Should the company fail to SEDAR file its financial statements on
or before Dec. 31, 2007, the OSC will impose a cease trade order
that all trading in securities of the company cease for such
period specified in the OSC order.

                   About Outlook Resources Inc.

Outlook Resources Inc. (TSX: OLR) is a junior, Canadian public
company which is engaged in the development of new and emerging
opportunities in the bio resources field.  The company, through
Agassiz Aqua Farms Inc., a wholly-owned subsidiary owns all of the
issued and outstanding Class III common shares of Agassiz Aqua
Tech Inc., a corporation incorporated under the laws of the
Province of Manitoba, which is involved in aquaculture
technologies and operations.

At May 31, 2007, the company's balance sheet showed total assets
of $897,233, total liabilities of $1,553,041, resulting to a
shareholders' deficit of $655,808.


PAMPELONNE II: Moody's Lowers A2 Swap Notes' Rating to Ba2
----------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by Pampelonne II Mezz Swap A2 on review for possible downgrade:

Class Description:

   -- $20,000,000 Initial Tranche Notional Amount Credit
      Default Swap

      Prior Rating: A2

      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.


PAMPELONNE II: Moody's Cuts B1 Swap Notes' Rating to Ba3
--------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by Pampelonne II Mezz Swap B1 on review for possible downgrade:

Class Description:

   -- $20,000,000 Initial Tranche Notional Amount Credit
      Default Swap

      Prior Rating: Aa3

      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.


PAMPELONNE II: Moody's Cuts B2 Swap Notes' Rating to B2
-------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by Pampelonne II Mezz Swap B2 on review for possible downgrade:

Class Description:

   -- $20,000,000 Initial Tranche Notional Amount Credit
      Default Swap

      Prior Rating: A2

      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.  


PAMPELONNE II: Moody's Cuts C1 Swap Notes' Rating to B1
-------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by Pampelonne II Mezz Swap C1 on review for possible downgrade:

Class Description:

   -- $20,000,000 Initial Tranche Notional Amount Credit
      Default Swap

      Prior Rating: Aa3

      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.


PAMPELONNE II: Moody's Cuts C2 Swap Notes' Rating to B3
-------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by Pampelonne II Mezz Swap C2 on review for possible downgrade:

Class Description:

   -- $20,000,000 Initial Tranche Notional Amount Credit
      Default Swap

      Prior Rating: A2

      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.


PAMPELONNE II: Moody's Cuts D1 Swap Notes' Rating to B1
-------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by Pampelonne II Mezz Swap D1 on review for possible downgrade:

Class Description:

   -- $20,000,000 Initial Tranche Notional Amount Credit
      Default Swap

      Prior Rating: Aa3

      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.


PAMPELONNE II: Moody's Cuts D2 Swap Notes' Rating to Ba3
--------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by Pampelonne II Mezz Swap D2 on review for possible downgrade:

Class Description:

   -- $20,000,000 Initial Tranche Notional Amount Credit
      Default Swap

      Prior Rating: A2

      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.


PAMPELONNE II: Moody's Cuts E1 Swap Notes' Rating to Ba1
--------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by Pampelonne II Mezz Swap E1 on review for possible downgrade:

Class Description:

   -- $20,000,000 Initial Tranche Notional Amount Credit
      Default Swap

      Prior Rating: Aa3

      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.


PAMPELONNE II: Moody's Cuts E2 Swap Notes' Rating to Ba3
--------------------------------------------------------
Moody's Investors Service downgraded and placed these notes issued
by Pampelonne II Mezz Swap E2 on review for possible downgrade:

Class Description:

   -- $20,000,000 Initial Tranche Notional Amount Credit
      Default Swap

      Prior Rating: A2

      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.


PEOPLE'S CHOICE: Moody's Cuts Ratings on 2 Cert. Classes to Low-B
-----------------------------------------------------------------
Moody's Investors Service downgraded two certificates, and placed
on review for possible downgrade seven certificates from People's
Choice Home Loan Trust Series 2004-1 and 2004-2.  The transactions
are backed by primarily first lien adjustable and fixed rate
subprime mortgage loans originated by People's Choice Home Loan
Inc.

The securities have been downgraded and placed on review for
possible downgrade because existing credit enhancement levels may
be low given the current projected losses on the underlying pools.  
Overcollateralization has declined due to losses in both
transactions.  Both transactions have stepped down, causing the
subordinated certificates to start receiving their share of
unscheduled prepayments.  In addition, the severity of loss on
liquidated loans has begun to increase.

Moody's complete rating actions are:

Issuer: People's Choice Home Loan Securities Trust 2004-1

   -- Class M-4, Placed on Review for Possible Downgrade,
      currently A3;

   -- Class M-5, Placed on Review for Possible Downgrade,
      currently Baa1;

   -- Class M-6, Placed on Review for Possible Downgrade,
      currently Baa2; and

   -- Class M-7, Downgraded to B3 from Baa3.

Issuer: People's Choice Home Loan Securities Trust 2004-2

   -- Class M-3, Placed on Review for Possible Downgrade,
      currently A2;

   -- Class M-4, Placed on Review for Possible Downgrade,
      currently A3;

   -- Class M-5, Placed on Review for Possible Downgrade,
      currently Baa1;

   -- Class M-6, Placed on Review for Possible Downgrade,
      currently Baa2; and

   -- Class M-7, Downgraded to B3 from Baa3.


PINE MOUNTAIN: Moody's Junks Ratings on Two Note Classes
--------------------------------------------------------
Moody's Investors Service placed these notes issued by Pine
Mountain CDO II Ltd. on review for possible downgrade:

Class Descriptions:

   -- $392,750,000 Class A Floating Rate Notes Due
      Nov. 30, 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:

   -- $37,500,000 Class B Floating Rate Notes Due Nov. 30, 2046

      Prior Rating: Aa2

      Current Rating: A3, on review for possible downgrade

   -- $23,500,000 Class C Deferrable Interest Floating Rate
      Notes Due Nov. 30, 2046

      Prior Rating: A2

      Current Rating: Ba2, on review for possible downgrade

Finally, Moody's announced that it has downgraded these notes:

   -- $23,000,000 Class D Deferrable Interest Floating Rate
      Notes Due Nov. 30, 2046

      Prior Rating: Baa2, on review for possible downgrade

      Current Rating: Ca

   -- $6,250,000 Class E Deferrable Interest Floating Rate
      Notes Due Nov. 30, 2046

      Prior Rating: Ba1, on review for possible downgrade

      Current Rating: Ca

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


POPE & TALBOT: Has Protection Under CCAA Until November 23
----------------------------------------------------------
Pope & Talbot Inc. and its wholly owned subsidiaries sought and
obtained an initial order from the Superior Court of Justice
(Commercial List) for the Province of Ontario granting them
protection from their creditors under the Companies' Creditors
Arrangement Act, R.S.C. 1985, c . C-36, as amended.

Certain partnerships involving Pope & Talbot are also subject of
the Initial CCAA Stay Order:

   1. P&T LFP Investment Limited Partnership
   2. Pope & Talbot Spearfish Limited Partnership
   3. P&T Finance One Limited Partnership
   4. P&T Finance Two Limited Partnership

Pursuant to the Initial CCAA Stay Order, the Honorable Justice
Geoffrey B. Morawetz held that until and including Nov. 23, 2007,
no proceeding or enforcement process in any court or tribunal will
be commenced or continued against or in respect of the Applicants,
the Partnerships or PricewaterhouseCoopers Inc., the Court-
appointed Monitor, or affecting the Applicants' business or
property except with the written consent of the Applicants, the
Partnerships and the Monitor, or with leave of the CCAA Court.  
All proceedings currently under way against or in respect of the
Applicants or the Partnerships are stayed and suspended pending
further Court order.

Mr. Justice Morawetz enjoined and restrained parties from
discontinuing, failing to honor, altering, interfering with,
repudiating, terminating or ceasing to perform any right, renewal
right, contract, agreement, licence, permit, authorization,
franchise or right of way in favor of or held by the Applicants
or the Partnerships, during the Stay Period, except with the
written consent of the applicable Applicant or Partnership and
the Monitor, or leave of the Court.

The Canadian Court permitted the Applicants to continue operating
their business as debtor companies under the jurisdiction of the
Court and in accordance with the applicable provisions of the
CCAA and the orders of the Canadian Court.

In addition, no proceedings may be commenced or continued against
the Applicants' directors and officers.  The CCAA Court permitted
the Applicants to indemnify their directors and officers from all
claims, costs, charges and expenses relating to company
operations, except to the extent that an officer or director has
actively participated in the breach of any related fiduciary
duties or has been grossly negligent or guilty of wilful
misconduct.

The Applicants' directors and officers are entitled to the
benefit of and are granted a charge of up to $7,000,000 on the
Applicants' property, as security for the indemnity provided.  
The Directors Charge will have the priority over certain other
charges and claims on the Applicants' estate.

Pursuant to the Initial Stay Order, the Applicants are required,
within seven days, to notify known creditors, other than
employees and creditors to which the Applicants owe less than
$5,000, of the CCAA filing and the Monitor's contact information.

Any interested party seeking modifications to the Initial CCAA
Stay Order must file a notice with the CCAA Court prior to
November 23, 2007.

                       About Pope & Talbot

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products  
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007. (Pope & Talbot Bankruptcy News, Issue No.
1; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


POPE & TALBOT: PricewaterhouseCoopers Appointed as Monitor
----------------------------------------------------------
The Honorable Justice Geoffrey B. Morawetz at the Superior Court
of Justice (Commercial List) for the Province of Ontario, in
Canada, appointed PricewaterhouseCoopers Inc. as the Pope & Talbot
Inc.'s monitor.

As an officer of the Court, PwC will monitor the Applicants'
property and the conduct of their business.  The Applicants and
their shareholders, officers, directors, and assistants are
required to advise the Monitor of all material steps taken by the
Applicants and to cooperate fully with the Monitor in the exercise
of its powers and discharge of its obligations.

The Monitor will not take possession of the Applicants' Property
and will take no part in the management or supervision of the
management of the Applicants' Business.

Specifically, the Monitor is directed and empowered to:

   (a) monitor the Applicants' and Partnerships' receipts and
       disbursements;

   (b) report to the CCAA Court at such times and intervals as
       the Monitor may deem appropriate with respect to matters
       relating to the Applicants, the Partnerships, the
       Property, the Business, and other matters as may be
       relevant to the CCAA proceedings;

   (c) assist the Applicants and the Partnerships, to the extent
       required by the Applicants and the Partnerships, in its
       dissemination to Wells Fargo Financial Corporation Canada
       and Ableco Finance LLC, the agents under their prepetition
       secured credit agreement, and their counsel of financial
       and other information as agreed to between the Applicants
       and the Partnerships and the Agents;

   (d) advise the Applicants in their preparation of the
       Applicants' cash flow statements, which information will
       be reviewed with the Monitor and delivered to the Agents
       and their counsel;

   (e) provide the Agents with information as may be reasonably
       requested;

   (f) advise the Applicants in their development of a Plan of
       Arrangement and any amendments to the Plan;

   (g) assist the Applicants with the conduct of any sale process
       to sell the Property and the Business or any part thereof
       to the extent requested by the Applicants;

   (h) assist the Applicants with the holding and administering
       of creditors' or shareholders' meetings for voting on the
       Plan;

   (i) have full and complete access to the books, records and
       management, employees and advisors of the Applicants and
       to the Business and the Property to the extent required to
       perform its duties arising under the Initial CCAA Stay
       Order;

   (j) engage independent legal counsel or other persons as
       the Monitor deems necessary or advisable respecting the
       exercise of its powers and performance of its obligations;

   (k) consider, and if deemed advisable by the Monitor, prepare
       a report and assessment on the Plan;

   (l) consider, and if deemed advisable by the Applicants and
       the Monitor, file necessary Chapter 15 proceedings as
       foreign representative of the Applicants and Partnerships;
       and

   (m) perform other duties as are required by the Stay Order or
       by the CCAA Court from time to time.

Nothing in the Court's Order will prevent the Monitor from acting
as an interim receiver, a receiver, a receiver and manager, or a
trustee in bankruptcy of any of the Applicants, their Business or
Property.

The Monitor, its Canadian and U.S. counsel, as well as the
Applicants' Canadian and U.S. counsel, if any, are entitled to
the benefit of and are granted an administration charge on the
Applicants' Property, not exceeding $3,000,000 in the aggregate,
as security for their professional fees and disbursements
incurred at the standard rates and charges of the Monitor and the
counsel.  The Administration Charge will have the priority over
certain other charges and claims on the Applicants' estate.

                       About Pope & Talbot

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products  
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  (Pope & Talbot Bankruptcy News, Issue
No. 1; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRC LLC: Liquidity Concerns Prompt S&P to Junk Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating and issue-level ratings on PRC LLC.  S&P lowered the
corporate credit to 'CCC+' from 'B'.  The outlook is negative.
      
"The downgrade is based on liquidity concerns and deteriorating
business performance," explained Standard & Poor's credit analyst
Andy Liu.  Plantation, Florida-based PRC is a business process
outsourcer providing dedicated-agent communication services.
     
With minimal cash on hand as of Sept. 30, 2007, the company's $20
million revolving credit facility is its primary source of
liquidity.  With a very tight cushion of compliance and probable
covenant violations in the fourth quarter, availability under the
revolver will be very limited without a waiver and amendments from
its bank group.  The equity sponsor, Diamond Castle Holdings LLC,
has the option to make another equity infusion to ensure covenant
compliance during the third and fourth quarters, but S&P are not
certain this will happen.  PRC's ability to maintain covenant
compliance after the fourth quarter of 2007 remains in doubt.  
Diamond Castle made an equity infusion in October, which counted
toward the third-quarter covenant test.  The credit agreement
limits the number of equity infusions to two for covenant
calculation purposes during any four-fiscal-quarter period.


PRIVA INC: Closes Asset Sale Under BIA to Fiberlinks Textiles
-------------------------------------------------------------
Priva Inc. has closed the sale of its assets to Fiberlinks
Textiles Inc., a private manufacturer and distributor of textile
products.

On Oct. 26, 2007, Priva filed a notice of intention to file a
proposal to its creditors pursuant to the Bankruptcy and
Insolvency Act.  Concurrently with the filing of the Notice, Priva
applied for, and obtained, an order from the Superior Court of
Quebec appointing RSM Richter Inc. as Interim Receiver to certain
of its assets and authorizing the sale of the majority of its
assets to Fiberlinks.

At the same time, the Superior Court of Quebec authorized Priva to
file articles of amendment to change its name.  Priva has until
Nov. 26, 2007 to file a proposal to its creditors or to request an
extension.

In addition, Priva also disclosed that Mr. David Horowitz has
tendered his resignation as a member of its Board of Directors.

A full-text copy of the Certificate Filing of a Notice of
Intention to Make a Proposal is available for free at
http://www.rsmrichter.com/Restructuring/Priva.aspx

Headquartered in Montreal, Priva Inc. (TSX VENTURE: PIV) --  
http://www.priva-inc.com/-- is a manufacturer, distributor and   
marketer of an assortment of absorbent, waterproof textile
products sold to retailers in Canada, the U.S., the U.K.,
Australia and Spain, with export sales representing just about 67%
of sales.  Priva's products for adults are sold under the Priva
and AmericareTM labels; children's products are marketed under the
"SnoozyTM" and "Tidy TurtleTM" brand names and Priva's anti-
allergen products are sold under the QuorumTM and Zip & Block
labels.

At June 30, 2007, Priva Inc.'s's balance sheet showed total assets
of $3.12 million and total liabilities of $3.2 million, resulting
to a shareholders' deficit of $0.08 million.


PRUDENTIAL SEC.: Moody's Holds Caa1 Rating on Class L Certs.
------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed the ratings of 10 classes of Prudential Securities
Secured Financing Corporation, Commercial Mortgage Pass-Through
Certificates, Series 1999-NRF1 as:

   -- Class A-2, $263,589,750, affirmed at Aaa
   -- Class A-EC, Notional, affirmed at Aaa
   -- Class B, $51,092,000, affirmed at Aaa
   -- Class C, $46,447,000, affirmed at Aaa
   -- Class D, $46,447,000, affirmed at Aaa
   -- Class E, $13,935,000, affirmed at Aa1
   -- Class F, $20,903,000, upgraded to A2 from A3
   -- Class G, $25,546,000, upgraded to Baa3 from Ba1
   -- Class H, $9,291,000, affirmed at Ba2
   -- Class J, $9,291,000, affirmed at B1
   -- Class K, $15,794,000, affirmed at B3
   -- Class L, $6,502,000, affirmed at Caa1

As of the Oct. 17, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 44.4% to
$516.2 million from $928.9 million at securitization.  The
certificates are collateralized by 158 mortgage loans ranging in
size from less than 1% to 12% of the pool, with the top 10 loans
representing 34.6% of the pool.  Sixty loans, representing 25.5%
of the pool, have defeased and are collateralized with U.S.
Government securities.

Ten loans have been liquidated from the pool resulting in an
aggregate realized loss of about $7.5 million.  One loan,
representing less than 1.0% of the pool, is in special servicing.  
Moody's has estimated a loss of about $1.5 million for this
specially serviced loan.  Forty two loans, representing 18.6% of
the pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2006 operating statements for
91% of the pool.  Moody's loan to value ratio is 76.6%,
essentially the same as Moody's last full review in October 2006
and compared to 84.7% at securitization.  Moody's is upgrading
Classes F and G due to increased subordination levels, defeasance
and stable overall pool performance.

The top three loans represent 21.8% of the pool.  The largest loan
is the Three Park Avenue Loan ($62 million -- 12%), which is
secured by a 657,000 square foot office building located in New
York City.  The property was 95.8% occupied as of May 2007,
compared to 97.6% at last review.  Moody's LTV is 56.3%, compared
to 60.8% at last review.

The second largest loan is the Tower Shops Loan ($30.9 million --
6%), which is secured by a 373,000 square foot retail center
located in Davie, Florida.  Davie is located approximately 10
miles southwest of Fort Lauderdale.  Major tenants include Linens-
n-Things, Ross Dress for Less, Office Depot, Old Navy and
T.J.Maxx.  The property was 97.6% occupied as of July 2007,
essentially the same as last review. Moody's LTV is 76.3%,
compared to 81.3% at last review.

The third largest loan is the Louisville Marriott East Loan ($19.4
million - 3.8%), which is secured by a 254-room full service hotel
located in suburban Louisville, Kentucky.  The property's
performance has improved since last review, although performance
remains below original expectations.  Occupancy and RevPAR for the
first six months of 2007 were 57% and $69.06, compared to 54.5%
and $65.23 for the same period in 2006.  The loan is on the master
servicer's watchlist due to low debt service coverage.  Moody's
LTV is 97.7%, compared to in excess of 100% at last review.


QMED INC: Incurred Losses Prompt Chap. 11 Protection Consideration
------------------------------------------------------------------
QMed Inc. is exploring seeking protection under the federal
bankruptcy laws as the company continues to incur losses.  The
company has been unable to raise adequate capital to support both
its operational needs and statutory reserve requirements related
to its business and certain of its subsidiaries.

As a result, it will be limiting or disengaging from Special Needs
Plan related activity in South Dakota, and will be working to
transition or conclude involvement in its New Jersey Special Needs
Plan.
    
The company is investigating strategic alternatives to maximize
the value of its other businesses, which may include selling
various assets.

There can be no assurances the company will be able to maintain
its other businesses, or to sell assets at amounts, which would be
greater than its liabilities.  
    
Lucia Quinn and John Zanotti have resigned from the board of
directors.
    
                         About Qmed Inc.

Headquartered in Eatontown, New Jersey, Qmed Inc. (NasdaqCM: QMED)
-- http://www.qmedinc.com/-- provides evidence-based clinical  
information management systems around the country to its health
plan customers.  The system incorporates Disease Management
services to patients and decision support to physicians.  The
company's QMedCare subsidiary specializes in serving high-risk
populations of Medicare beneficiaries.  

As reported in the Troubled Company Reporter on Oct. 9, 2007,
The company's consolidated balance sheet at Aug. 31, 2007, also
showed strained liquidity with $10.0 million in total current
assets available to pay $12.7 million in total current
liabilities.

                          Going Concern

During the nine months ended August 31, 2007, the company incurred
net losses totaling $13.1 million, had net cash used in operating
activities of $5.1 million as of Aug. 31, 2007.  The company
believes these factors raise substantial doubt as to the company's
ability to continue as a going concern.


QUAKER FABRIC: Hires University Management to Collect Receivables
-----------------------------------------------------------------
Quaker Fabric Corp. and Quaker Fabric Corporation of Fall River
obtained permission from the U.S. Bankruptcy Court for the
District of Delaware to employ University Management Associates &
Consultant Corporation/Atwell, Curtis & Brooks, Ltd. to collect
their accounts receivable.

The Debtors related that as of Aug. 14, 2007, their accounts
receivable had an aggregate face value of about $4.2 million and
each of which has an individual face value of about $50,000.  The
Debtors told the Court that they need to expedite and maximize the
collection of their receivables.  The Debtors further related that
UMAC/ACB's help will result in a faster and greater liquidation of
the Debtors' assets.

The Debtors are expected to pay UMAC/ACB on a weekly basis to a
maximum amount of $210,000 in aggregate.

To the best of the Debtors' knowledge, the firm does not hold or
represent any interest adverse to the Debtors or their estates and
is "disinterested" as the term is defined in Section 101(14) of
the Bankruptcy Code.

The firm can be reached at:

     Paul Rome, President
     University Management Associates & Consultants
     Corp./Atwell, Curtis & Brooks, Ltd.
     223 B Stiger Street, Suite 12
     P.O. Box 913
     Hackettstown, NJ 07840
     Tel: (908) 979-9007
     http://www.umacnj.com/
     http://www.acbltd.com/

                       About Quaker Fabric

Based in Fall River, Mass., Quaker Fabric Corp. (NASDAQ: QFAB)
-- http://www.quakerfabric.com-- designs, manufactures, and
markets woven upholstery fabrics primarily for residential
furniture manufacturers and jobbers.  It also develops and
manufactures specialty yarns, including chenille, taslan, and spun
products for use in the production of its fabrics, as well as for
sale to distributors of craft yarns, and manufacturers of
homefurnishings and other products.  The company is one of the
largest producers of Jacquard upholstery fabrics.

Quaker Fabric sells its products through sales representatives
andindependent commissioned sales agents in the United States,
Canada, Mexico, and internationally.

The company and its affiliate, Quaker Fabric Corporation of Fall
River, filed for chapter 11 protection on Aug. 16, 2007 (Bankr. D.
Del. Case No. 07-11146).  John D. Sigel, Esq. at Wilmer Cutler
Pickering Hale and Dorr LLP and Joel A. Waite, Esq. at Young
Conaway Stargatt & Taylor LLP are co-counsels to the Debtors.  
Epiq Bankruptcy Solutions is the Debtors' claims agent.  The
Official Committee of Unsecured Creditors has selected Shumaker,
Loop & Kendrick, LLP, as its bankruptcy counsel and Benesch,
Friedlander, Coplan & Aronoff, LLP, as co-counsel.

The Debtors' latest schedules reflect total assets of $41,375,191
and total liabilities of $54,435,354.


QUAKER FABRIC: Can Hire RAS Management as Liquidation Consultant
----------------------------------------------------------------
Quaker Fabric Corp. and Quaker Fabric Corporation of Fall River
obtained authority from the U.S. Bankruptcy Court for the District
of Delaware to hire RAS Management Advisors, Inc. as their
liquidation consultant.

RAS Management is expected to:

   a. review and assist the Debtor's in developing the Debtors'
      debtor-in-possession budget, revenue and cash flow
      projections and all other financial and accounting
      information;

   b. negotiate the sale prices and related terms and conditions
      of all sales of the Debtors' assets;

   c. negotiate with, and report to, the Debtors' significant
      creditors, including without limitation, trade creditors and
      banks (including lenders unders any debtor-in-possession
      credit arrangement);

   d. assist the Debtors in complying with the requirements of the
      Bankruptcy Code;

   e. assist the Debtors in developing and implementing a plan of
      liquidation; and

   f. assist the Debtors with cash management.

The Debtors will pay RAS for its services at its usual hourly and
daily rates:

        Designation        Daily Rates      Hourly Rate
        -----------       -------------     -----------
        Principal            $4,250            $425
        Consultants       $2,400-$2,900     $240 - $290
        Clerical                                $30

To the best of the Debtors' knowledge, RAS and all of its
associates of RAS are disinterested persons, and neither RAS nor
any associates of RAS hold any interest materially adverse to the
Debtors' estates.

The firm can be reached at:
   
     RAS Management Advisors, Inc.
     599 Ocean Avenue
     Newport, RI 02840
     Tel: (401) 846-5990
     Fax: (401) 846-5989

                       About Quaker Fabric

Based in Fall River, Mass., Quaker Fabric Corp. (NASDAQ: QFAB)
-- http://www.quakerfabric.com-- designs, manufactures, and
markets woven upholstery fabrics primarily for residential
furniture manufacturers and jobbers.  It also develops and
manufactures specialty yarns, including chenille, taslan, and spun
products for use in the production of its fabrics, as well as for
sale to distributors of craft yarns, and manufacturers of
homefurnishings and other products.  The company is one of the
largest producers of Jacquard upholstery fabrics.

Quaker Fabric sells its products through sales representatives
andindependent commissioned sales agents in the United States,
Canada, Mexico, and internationally.

The company and its affiliate, Quaker Fabric Corporation of Fall
River, filed for chapter 11 protection on Aug. 16, 2007 (Bankr. D.
Del. Case No. 07-11146).  John D. Sigel, Esq. at Wilmer Cutler
Pickering Hale and Dorr LLP and Joel A. Waite, Esq. at Young
Conaway Stargatt & Taylor LLP are co-counsels to the Debtors.  
Epiq Bankruptcy Solutions is the Debtors' claims agent.  The
Official Committee of Unsecured Creditors has selected Shumaker,
Loop & Kendrick, LLP, as its bankruptcy counsel and Benesch,
Friedlander, Coplan & Aronoff, LLP, as co-counsel.

The Debtors' latest schedules reflect total assets of $41,375,191
and total liabilities of $54,435,354.


QUAKER FABRIC: Files Schedules of Assets & Liabilities
------------------------------------------------------
Quaker Fabric Corp. and Quaker Fabric Corporation of Fall River
filed with the U.S. Bankruptcy Court for the District of Delaware,
their schedules of assets and liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                $18,079,000
  B. Personal Property            $23,296,191
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $34,065,746
  E. Creditors Holding
     Unsecured Priority
     Claims                                         $155,386
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $20,214,222
                                  -----------    -----------
     TOTAL                        $41,375,191    $54,435,354

                        About Quaker Fabric

Based in Fall River, Mass., Quaker Fabric Corp. (NASDAQ: QFAB)
-- http://www.quakerfabric.com-- designs, manufactures, and
markets woven upholstery fabrics primarily for residential
furniture manufacturers and jobbers.  It also develops and
manufactures specialty yarns, including chenille, taslan, and spun
products for use in the production of its fabrics, as well as for
sale to distributors of craft yarns, and manufacturers of
homefurnishings and other products.  The company is one of the
largest producers of Jacquard upholstery fabrics.

Quaker Fabric sells its products through sales representatives
andindependent commissioned sales agents in the United States,
Canada, Mexico, and internationally.

The company and its affiliate, Quaker Fabric Corporation of Fall
River, filed for chapter 11 protection on Aug. 16, 2007 (Bankr. D.
Del. Case No. 07-11146).  John D. Sigel, Esq. at Wilmer Cutler
Pickering Hale and Dorr LLP and Joel A. Waite, Esq. at Young
Conaway Stargatt & Taylor LLP are co-counsels to the Debtors.  
Epiq Bankruptcy Solutions is the Debtors' claims agent.  The
Official Committee of Unsecured Creditors has selected Shumaker,
Loop & Kendrick, LLP, as its bankruptcy counsel and Benesch,
Friedlander, Coplan & Aronoff, LLP, as co-counsel.  The Debtors
had total assets of $155,243,945 and total debts of $60,407,158 as
of June 2, 2007.


QUALITY HOME: Court Approves Countrywide Settlement Pact
--------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a settlement agreement between Quality Home Loans and
Countrywide Home Loans Inc. and Countrywide Securities
Corporation.

As reported in the Troubled Company Reporter on Oct. 10, 2007, the
Debtor told the Court that periodically, after a certain number of
loans had been originated, it either sells a pool of whole loans
to the highest bidder or use Countrywide Loans to securitize a
pool of loans using a real estate mortgage investment conduit.

The Debtor related that on Sept. 12, 2007, Countrywide Loans and
Countrywide Securities asked the Court for relief from automatic
stay, stating:

    a. prior to the Debtors' bankruptcy filing, Countrywide Loans
       purchased loans from the Quality Home on a servicing-
       released basis although the Debtor agreed to perform, on an
       interim basis, the servicing of the Mortgage Loans;

    b. although Countrywide Loans agreed to use its commercially
       reasonable best efforts to securitize certain of the
       Mortgage Loans in a mortgage-backed securities offering,
       Countrywide Loans informed the Debtor that it had
       terminated its obligation to complete the Countrywide
       Securitization and informed the Debtor that Countrywide
       Loans would proceed to sell the Countrywide Whole Loans in
       the whole loan market; and

    c. On July 31, 2007, Countrywide Securities completed a
       mortgage-backed securities offering, Deal Name CWABS Asset-
       Backed Certificates Trust 2007-QX1, Asset-Backed
       Certificates, Series 2007-QX1, which are comprised of
       Mortgage Loans previously purchased by Countrywide Loans
       from the Debtor.  Approximately $22,003,000 of the
       Securities remain to be sold.

As reported in the Troubled Company Reporter on Aug. 9, 2007,
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by CWABS Asset-Backed Certificates Trust 2007-
QX1 and ratings ranging from Aa1 to Ba2 to the subordinate
certificates in the deal.  Moody's expects collateral losses to
range from 7.50% to 8%.

Thus, Countrywide asked for relief from automatic stay to permit
Countrywide to:

    (1) complete an immediate transfer of the servicing for the
        Mortgage Loans from the Debtor to Countrywide Loans,

    (2) market and sell the Countrywide Whole Loans, and

    (3) market and sell the remaining QX1 Securities.

The Debtor and Countrywide then entered into a settlement
agreement dated Sept. 25, 2007, pursuant to which:

* Countrywide Whole Loans

    (a) Countrywide is recognized to be the owner of the
        Countrywide Whole Loans;

    (b) Countrywide grants the Debtor an option to repurchase the
        Countrywide Whole Loans from Countrywide through Oct. 26,
        2007, and agrees not to sell the Countrywide Whole Loans
        during the option period absent the approval of the
        Debtor;

    (c) If the Debtor, on behalf of its debtor-affiliates,
        exercises the option to repurchase the Countrywide Whole
        Loans:

        -- the Debtor, on behalf of its debtor-affiliates, will
           then be the owner of the Countrywide Whole Loans,

        -- Countrywide will give the Debtor a $72,923.50 credit
           against the purchase price, and

        -- Countrywide will have a lien on the net proceeds or
           future appreciation of the Countrywide Whole Loans to
           secure payment of the prepetition Trust Deficiency
           Amount;

    (d) if the Debtor does not exercise the option to repurchase
        the Countrywide Whole Loans:

        -- Countrywide will be granted immediate relief from the
           automatic stay to take any and all actions with respect
           to the Countrywide Whole Loans, including selling the
           Countrywide Whole Loans, and

        -- the Debtor will take all steps necessary to transfer
           the servicing for the Countrywide Whole Loans to
           Countrywide

* QX1 Laons and QX1 Securities

    (a) The Debtor will complete the transfer of the servicing for
        all of the QX1 Loans to Countrywide by Sept. 28, 2007;

    (b) Countrywide can sell the remaining QX1 Securities to any
        party, but any sale to the Debtor will be at Countrywide's
        "take-down" price;

    (c) Countrywide will pay the Debtor any net sale proceeds for
        the remaining QX1 Securities otherwise payable to the
        Debtor, provided, however, that Countrywide can set off
        the prepetition Trust Deficiency Amount against any such
        net sale proceeds;

    (d) Countrywide will remit to the Debtor any distribution
        received by Countrywide in connection with the Countrywide
        Net Interest margin Fixed Rate Notes, Series 2007-QX1N;
        and

    (e) the Debtor will ratify all prior sales of the QX1
        Securities.

* Trust Funds

    (a) The Debtor will prepare a reconciliation of all mortgage
        loans trust funds received by the Debtor in connection
        with the QX1 Loans and any other Mortgage Loans serviced
        by the Debtor and will remit the Trust Funds to
        Countrywide in two installments,

    (b) Countrywide will have a claim for any deficiency between
        the amount of Trust Funds remitted to Countrywide and the
        actual amount of Trust Funds that should have been
        deposited on a prepetition basis into trust accounts for
        Countrywide's benefit, which Countrywide can pursue in
        accordance with the Agreement, and

    (c) Countrywide will also have a superpriority administrative
        lien claim for any deficiency in the Trust Funds resulting
        from the Debtor's postpetition use of the Trust Funds.

                        About Quality Home

Based in Agoura Hills, California, Quality Home Loans --
http://www.qualityhomeloans.com/-- is a residential hard money   
lender.  The company does business as Clear Credit Capital, Last
Chance Home Loans, Last Option Lending, and Q.H.L. Investments.

The company and its debtor-affiliates filed for Chapter 11
protection on Aug. 21, 2007 (Bankr. C.D. Calif. Case Nos. 07-
13003 through 07-13006).  William N. Nobel, Esq. and Mike D. Neue,
Esq. at Irell & Manella LLP represent the Debtors in their
restructuring efforts.  Eric. E. Sagerman, Esq. and David L.
Wilson III, Esq. at Winston & Strawn LLP act as counsels to the
Official Committee of Unsecured Creditors.  The Debtors' schedules
disclose total assets of $130,319,336 and total debts of
$177,043,476.


QUALITY HOME: Court Fixes December 17 as Claims Bar Date
--------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
set Dec. 17, 2007 as the deadline for creditors of Quality Home
Loans to file proofs of claim against the Debtor.

The exceptions to the claims bar date deadline are (i) claims
arising from rejection of executory contracts or unexpired leases,
(ii) claims of governmental units, and (iii) claims arising as the
result of transfer avoidance.

For claims arising from the rejection of executory contracts or
unexpired leases, the last day to file a proof of claim is 30 days
after the date of entry of the order authorizing the rejection, or
Dec. 17, 2007, whichever is later.

The Court fixed Feb. 18, 2008, as the deadline for filing of
governmental unit claims.

The last day to file claims arising from the avoidance of a
transfer will be 30 days after the entry of judgment avoiding the
transfer, or Dec. 17, 2007, whichever is later.

                        About Quality Home

Based in Agoura Hills, California, Quality Home Loans --
http://www.qualityhomeloans.com/-- is a residential hard money   
lender.  The company does business as Clear Credit Capital, Last
Chance Home Loans, Last Option Lending, and Q.H.L. Investments.

The company and its debtor-affiliates filed for Chapter 11
protection on Aug. 21, 2007 (Bankr. C.D. Calif. Case Nos. 07-
13003 through 07-13006).  William N. Nobel, Esq. and Mike D. Neue,
Esq. at Irell & Manella LLP represent the Debtors in their
restructuring efforts.  Eric. E. Sagerman, Esq. and David L.
Wilson III, Esq. at Winston & Strawn LLP act as counsels to the
Official Committee of Unsecured Creditors.  The Debtors' schedules
disclose total assets of $130,319,336 and total debts of
$177,043,476.


QUALITY HOME: Court Okays David Gould as Chapter 11 Trustee
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved the appointment of David Gould as the Chapter 11 Trustee
for Quality Home Loans' bankruptcy case.

The Court also fixed the Trustee's bond at $10,000.

The Chapter 11 Trustee's appointment came as a result of a
deliberation of the U.S. Trustee for Region 16 with the Debtor's
counsel, the counsel for the Official Committee of Unsecured
Creditors, and the counsel for the interest holders of the Debtor.

William N. Lobel, Esq., a partner at Irell & Manella, LLP, the
Debtor's counsel, relates that there exists a dispute as to the
ownership and control of the Debtor.

Specifically, John Gaiser and Michael Klein disputes the ownership
of the Debtor, and with respect to certain voting rights.  Mr.
Lobel says that the dispute has made it virtually impossible for
the Debtor to conduct its operations in bankruptcy, and for the
firm to act as the Debtor's counsel.

"The current state of the Debtor's affairs is such that the
immediate appointment of a Chapter 11 Trustee is clearly
warranted," Mr. Lobel tells the Court.  He further relates that
the parties have disrupted the normal operations of the Debtor,
such that the police have been forced to come to intervene at the
Debtor's business premises.  The Debtor's creditors are very
concerned with respect to the ongoing reconciliation of various
accounts and the potential for improper movement of funds held by
the Debtor, Mr. Lobel says.

                        About Quality Home

Based in Agoura Hills, California, Quality Home Loans --
http://www.qualityhomeloans.com/-- is a residential hard money   
lender.  The company does business as Clear Credit Capital, Last
Chance Home Loans, Last Option Lending, and Q.H.L. Investments.

The company and its debtor-affiliates filed for Chapter 11
protection on Aug. 21, 2007 (Bankr. C.D. Calif. Case Nos. 07-
13003 through 07-13006).  William N. Nobel, Esq. and Mike D. Neue,
Esq. at Irell & Manella LLP represent the Debtors in their
restructuring efforts.  Eric. E. Sagerman, Esq. and David L.
Wilson III, Esq. at Winston & Strawn LLP act as counsels to the
Official Committee of Unsecured Creditors.  The Debtors' schedules
disclose total assets of $130,319,336 and total debts of
$177,043,476.


REMY WORLDWIDE: Taps Huron Consulting as Financial Consultant
-------------------------------------------------------------
Remy Worldwide Holdings Inc. and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Huron Consulting Services LLC as their
financial consultants, nunc pro tunc Oct. 8, 2007.

Huron is a firm specializing in, among other things, the
provision of turnaround, crisis management and restructuring
services for public and private companies, lenders, equity
holderse and impartial constituents.

As the Debtors' financial consultants, Huron will assist:

   (a) in a number of general accounting department and
       financial reporting matters including SEC reporting,
       preparation of and supporting notes to financial
       statements and acting as the Debtors' liaison with other
       professional firms for the implementation of fresh start
       reporting requirements and related implementation tasks;

   (b) in establishing operations and financial controls and
       maintaining financial and cash flow budgeting;

   (c) leadership with the financial function of the Debtors,
       including assisting the Debtors in strengthening their
       core competencies; and

   (d) with other matters as may be requested by the Debtors.

Huron has assigned one of its directors, Stuart Walker, to work
with the Debtors.  Mr. Walker has over 18 years of experience in a
wide range of financial advisory roles, including turnaround and
crisis manager, merger and acquisition advisor, and interim chief
financial officer, Kerry A. Shiba, the Debtors' senior vice
president and chief financial officer, relates.  

Mr. Walker will lead any additional consultants from Huron as may
be necessary in the future.

Mr. Walker will be paid $13,000 per week, prorated on a daily
basis, for services he will render.

The Debtors will pay for services of the other Huron
professionals at these hourly rates:

      Advisory Services:
        Managing Director                 $680 to $600
        Director                          $575 to $500
        Manager                           $475 to $400
        Associates                        $375 to $300
        Analysts                          $275 to $200

     Project Execution/Support Services:
        Subject Matter Expert             $300 to $200
        Project Execution Team Leader     $175 to $125
        Project Professional              $150 to $105

The Debtors will also reimburse the firm for any necessary out-
of-pocket expenses it incurs.

Huron notes that it received $24,204 from the Debtors for
professional services it performed and expenses it incurred
related to prepetition activities, through October 8, 2007.  

Huron also received a $100,000 retainer to cover services to be
performed and expenses to be incurred in connection with the
Chapter 11 cases.  After application of the retainer to satisfy
$28,697 relating to prepetition professional services and related
expenses, Huron says it currently holds the excess retainer amount
of $71,302 for application toward and payment of postpetition fees
and expenses allowed by the Court.  The
retainer will either be applied to Huron's final invoice or will
be refunded at the conclusion of the engagement.

Huron will be responsible for the overall management, hiring, and
compensation of all consultants to be provided to the Debtors and
will not be considered employees of the Debtors with respect to
benefits and other employment matters, Mr. Shiba says.

The Debtors will provide Huron general indemnity.

Michael C. Sullivan, managing director of Huron, assures the
Court that his firm does not have an interest materially adverse
to the interest of the Debtors' estates and thus, is a
"disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

                      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.  The Debtors' taps
Greenbert Traurig, LLP, as special corporate advisory and
litigation counsel and Ernst & Young LLP as their accountant,
auditor and tax services provider.

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).


RESIDENTIAL CAPITAL: $2.3BB Net Loss Cues S&P to Lower Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on
Residential Capital LLC from CreditWatch, where they were placed
with negative implications on Oct. 17, 2007.  S&P also lowered its
long-term counterparty credit rating on Residential
Capital LLC to 'BB+/B' from 'BBB-/A-3'.  The outlook is negative.
      
"The rating action follows Residential Capital LLC's third-quarter
net loss of $2.3 billion.  Special charges during the quarter
included credit costs and market-related charges totaling $2.2
billion and a goodwill impairment of
$455 million.  The rating action reflects S&P's concerns that
profitability could remain very weak for at least the next few
quarters," said Standard & Poor's credit analyst John K. Bartko.  
The higher credit-related costs included an
$884 million loan-loss provision and $1.3 million of impairments
and valuation adjustments on various assets. (Portions of
Residential Capital LLC's quarterly charges have already been
factored into S&P's ratings.  Specifically, in S&P's evaluation of
capital, goodwill and retained interests are deducted in its
calculation of tangible equity.)
     
With Residential Capital LLC operating with lower volumes of loan
production concentrated in the lower margin, prime-conforming
segment, and the continued uncertainty regarding the depths of the
credit stresses in the national mortgage and housing markets, S&P
expect continued earnings weakness.  The outlook could be revised
to stable if there was sustained profitability.  Further
downgrades, however, would likely come as a result of weakening
liquidity or equity capital levels.


RESIDENTIAL CAPITAL: Moody's Cuts Senior Debt Rating to Ba3
-----------------------------------------------------------
Moody's downgraded to Ba3, from Ba1, its ratings on the senior
debt of Residential Capital LLC.  The outlook is negative.  

This concludes a rating review that was initiated on
Aug. 16, 2007, at which time senior debt was downgraded from Baa3.

This rating action follows ResCap's $2.3 billion loss in Q307. The
loss was primarily driven by marks on the company's residential
mortgage held-for-sale inventory and mortgage backed securities,
high levels of provisioning and an impairment of goodwill of $455
million.  This represents ResCap's fourth consecutive quarterly
loss.  As a result of this loss the company received a $1 billion
capital injection from its parent to avoid violating its minimum
net worth covenant of $5.4 billion at Sept. 30, 2007.

The downgrade and negative outlook reflect the company's
significant asset quality issues and potential franchise
impairment.  The non-performing level of ResCap's held-for-
investment portfolio is well above its rated peer group across
loan types, and Moody's expects elevated provisioning levels for
several more quarters.  "The company's continued exposure to held-
for-sale loan write-downs and high provisioning could result in
operating losses in the fourth quarter and beyond that reduce
capital below the minimum net worth covenant without further
support from its parent," said Moody's vice president Craig
Emrick.

Additionally, Moody's has concerns about potential franchise
impairment at ResCap.  Mr. Emrick added that "the current market
disruption requires ResCap to shift its origination channel,
product mix, and secondary marketing strategies.  The business
model that will return ResCap to adequate profitability is
unclear."

In regards to liquidity, the company is inherently weaker than
many of its mortgage banking peers due to its focus on secured
market funding versus retail deposits and Federal Home Loan Bank
advances.  As a result, the company has a very low level of
unencumbered assets which leave it vulnerable to disruptions in
the wholesale markets.  However, the company does plans to utilize
its bank, and the related deposit and Federal Home Loan Bank
funding, to a much larger degree going forward.

Stabilizing the rating at its current level would require the
company to display at least two quarters of profitability.

Downgrades:

Issuer: Residential Capital, LLC

   -- Multiple Seniority Shelf, Downgraded to a range of (P)B1
      to (P)Ba3 from a range of (P)Ba2 to (P)Ba1

   -- Subordinate Regular Bond/Debenture, Downgraded to B1 from
      Ba2

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to
      Ba3 from Ba1

Issuer: Residential Funding of Canada Finance ULC

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to
      Ba3 from Ba1

Outlook Actions:

Issuer: Residential Capital, LLC

   -- Outlook, Changed To Negative From Rating Under Review

Issuer: Residential Funding of Canada Finance ULC

   -- Outlook, Changed To Negative From Rating Under Review

ResCap is a subsidiary or GMAC LLC and is headquartered in
Minneapolis, Minnesota.  Rescap reported equity of $6.2 billion at
Sept. 30, 2007.


ROCKVILLE CDO: Moody's Cuts Rating on Class E Notes to B1
---------------------------------------------------------
Moody's Investors Service placed these notes issued by Rockville
CDO I Ltd. on review for possible downgrade:

Class Descriptions:

   -- $65,000,000 Class A-3 Third Priority Senior Secured
      Floating Rate Notes due 2048

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $19,500,000 Class B Fourth Priority Senior Secured
      Floating Rate Notes due 2048

      Prior Rating: Aa2

      Current Rating: Aa2, on review for possible downgrade

   -- $5,400,000 Class C Fifth Priority Senior Secured Floating
      Rate Notes due 2048

      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:

   -- $13,800,000 Class D Sixth Priority Mezzanine Deferrable
      Secured Floating Rate Notes due 2048

      Prior Rating: A3

      Current Rating: Baa1, on review for possible downgrade

   -- $11,600,000 Class E Seventh Priority Mezzanine Deferrable
      Floating Rate Notes Due 2048

      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.


GSC ABS: Moody's Lowers Rating on $22.4MM Class D Notes to Ba2
--------------------------------------------------------------
Moody's Investors Service placed these notes issued by GSC ABS
Funding 2006-3g, Ltd. on review for possible downgrade:

Class Descriptions:

   -- $192,000,000 Class A-1-b Floating Rate Notes Due June
      2042

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $104,000,000 Class A-2 Floating Rate Notes Due June 2042

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $96,000,000 Class B Floating Rate Notes Due June 2042

      Prior Rating: Aa2

      Current Rating: Aa2, on review for possible downgrade

   -- $49,600,000 Class C Deferrable Floating Rate Notes Due
      June 2042

      Prior Rating: A2

      Current Rating: A2, on review for possible downgrade

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

   -- $22,400,000 Class D Deferrable Floating Rate Notes Due
      June 2042

      Prior Rating: Baa2

      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.


ROGERS COMMS: Declares Quarterly Dividend of $0.125 Per Share
-------------------------------------------------------------
Rogers Communications Inc.'s Board of Directors has declared
quarterly dividends totaling $0.125 per share on each of its
outstanding Class B Non-Voting shares and Class A Voting
shares.  The quarterly dividend declared today will be paid on
Jan. 2, 2008 to shareholders of record on Dec. 12, 2007.

Headquartered in Toronto, Ontario, Rogers Communications Inc.
(NYSE: RCI, TSX: RCI) -- http://www.rogers.com/-- is a   
diversified public Canadian communications and media company.  The
company is  engaged in wireless voice and data communications
services through Wireless, Canada's largest wireless provider and
the operator of the country's only Global System for Mobile
Communications based network.  Through Cable and Telecom the
company is one of Canada's largest providers of cable television,
cable telephony and high-speed Internet access, and is also a
national, full-service, facilities-based telecommunications
alternative to the traditional telephone companies.  Through
Media, the company is engaged in radio and television
broadcasting, televised shopping, magazines and trade
publications, and sports entertainment.  

                           *    *    *

Dominion Bond Rating Service placed BB (high) rating on Rogers
Communications' Issuer Rating on May 2007.  The rating still holds
to date.


ROGERS COMMS: Earns CDN$269 Million in 3rd Quarter Ended Sept. 30
-----------------------------------------------------------------
Rogers Communications Inc. disclosed its consolidated financial
and operating results for the three months ended Sept. 30, 2007.

The company reported net income of CDN$269 million on operating
revenue of CDN$2.611 billion for the third quarter ended Sept. 30,
2007, compared with net income of CDN$154 million on operating
revenue of CDN$2.305 billion in 2006.

Operating profit (as adjusted) increased to CDN$984 million for
the three months ended Sept. 30, 2007, respectively, from
CDN$800 million in the corresponding periods of the prior year.  

Operating profit (as adjusted) excludes: (i) stock-based
compensation expense of CDN$11 million and CDN$14 million for the
three months ended Sept. 30, 2007, and 2006, respectively; (ii)  
integration and restructuring expenses of CDN$5 million and
CDN$1 million for the three months ended Sept. 30, 2007, and 2006,
respectively; and (iii) an adjustment to Part II CRTC fees related
to prior periods of CDN$18 million for the three months ended
Sept. 30, 2007.

Free cash flow, defined as operating profit (as adjusted) less
integration and restructuring expense, additions to property,
plant and equipment and interest expense, increased 91% to
CDN$442 million.

Wireless subscriber postpaid net additions were 195,100 compared
to 171,200 in the third quarter of 2006.  Postpaid subscriber
monthly churn fell to 1.12% versus 1.30% in the third quarter of
2006.  Wireless postpaid monthly average revenue per user
increased 7% year-over-year to CDN$75.15 driven in part by the 53%
growth in data revenue to CDN$183 million.  Data revenue now
represents 13.6% of network revenue with monthly data ARPU in the
quarter exceeding CDN$10 for the first time.

Cable and Telecom ended the quarter with 590,500 residential
voice-over-cable telephony subscriber lines.  Net additions were
81,200 subscriber lines for the quarter, of which approximately
7,800 were migrations from the circuit-switched platform.

Internet subscribers grew by 55,000 to a total of 1,418,500, while
basic cable subscribers increased by 9,100 to a total of 2,275,400
and digital cable households increased by 54,800 to reach a total
of 1,291,800.

"The company's continued healthy growth in subscribers and cash
flow reflect our intense focus on delivering innovative products,
great customer service and profitable growth," said Ted Rogers,
president and chief executive officer of Rogers Communications
Inc.  "While our brand, franchises and markets are all strong, we
have much work to do to maintain our leadership position."

            RCI's CDN$2.4 Billion Bank Credit Facility

On June 29, 2007, the CDN$1 billion Cable and Telecom bank credit
facility, the CDN$700 million Wireless bank credit facility and
the CDN$600 million Media bank credit facility were cancelled and
RCI entered into a new unsecured CDN$2.4 billion bank credit
facility.  At Sept. 30, 2007, RCI had borrowed CDN$1.035 billion
under this new bank credit facility.

RCI's new bank credit facility provides RCI with up to
CDN$2.4 billion from a consortium of Canadian financial
institutions.  The bank credit facility is available on a fully
revolving basis until maturity on July 2, 2013, and there are no
scheduled reductions prior to maturity.  

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
CDN$14.565 billion in total assets, CDN$10.219 billion in total
liabilities, and CDN$4.346 billion in total shareholders' equity.

                     About Rogers Communications

Headquartered in Toronto, Ontario, Rogers Communications Inc.
(NYSE: RCI, TSX: RCI) -- http://www.rogers.com/-- is a  
diversified Canadian communications and media company.  The
company is engaged in wireless voice and data communications
services through Rogers Wireless, Canada's largest wireless
provider and the operator of the country's only Global System for
Mobile Communications based network.  Through Rogers Cable and
Telecom the company is one of Canada's largest providers of cable
television, cable telephony and high-speed Internet access, and is
also a national, full-service, facilities-based telecommunications
alternative to the traditional telephone companies.  Through
Rogers Media, the company is engaged in radio and television  
broadcasting, televised shopping, magazines and trade   
publications, and sports entertainment.

                          *     *     *

Rogers Communications Inc. still carries Dominion Bond Rating
Service's 'BBH' Issuer Rating.


S&C REAL ESTATE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: S.&C. Real Estate, L.L.C.
        5046 East Messner Road
        Apple Creek, OH 44606

Bankruptcy Case No.: 07-63352

Type of Business: The Debtor is a real estate agent and manager.

Chapter 11 Petition Date: November 1, 2007

Court: Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtor's Counsel: Edwin H. Breyfogle, Esq.
                  108 Third Street, Northeast
                  Massillon, OH 44646
                  Tel: (330) 837-9735
                  Fax: (330) 837-8922

Total Assets: $2,147,000

Total Debts:  $1,544,623

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


SCO GROUP: Seeks Court OK to Hire Mesirow as Financial Advisor
--------------------------------------------------------------
The SCO Group Inc. and SCO Operations Inc. ask the U.S. Bankruptcy
Court for the District of Delaware for permission to employ
Mesirow Financial Consulting LLC as their financial advisor, nunc
pro tunc to Sept. 14, 2007.

Mesirow will:

   a. assist in the preparation of or review of reports or filings
      as required by the Bankruptcy Court or the Office of the
      United States Trustee, including, but not limited to,
      schedules of assets and liabilities, statements of financial
      affairs and monthly operating reports;

   b. assist in the preparation of or review of the Debtors'
      financial information, including, but not limited to,
      analyses of cash receipts and disbursements, financial
      statement items and proposed transactions for which
      Bankruptcy Court approval is sought;

   c. assist with the analysis, tracking and reporting regarding
      cash collateral and any debtor-in-possession financing
      arrangements and budgets;

   d. assist with the implementation of bankruptcy accounting
      procedures as may be required by the Bankruptcy Code and
      generally accepted accounting principles;

   e. advise and assist regarding tax planning issues, including,
      but not limited to, assistance in estimating net operating
      loss carryforwards, international, state and local tax
      issues and the tax considerations of proposed plans of
      reorganizations;
  
   f. assist with identifying and implementing potential cost
      containment opportunities;

   g. assist with identifying and implementing asset redeployment
      opportunities;

   h. analyze assumption and rejection issues regarding executory
      contracts and leases;

   1. assist in the preparation and review of proposed business
      plans and the business and financial condition of the
      Debtors generally;

   j. assist in evaluating reorganization strategies and
      alternatives;

   k. review and critique of the Debtors' financial projections
      and assumptions;

   i. prepare enterprise, asset and liquidation valuations;

   m. assist in preparing documents necessary for confirmation;

   n. advise and assist to the Debtors in negotiations and
      meetings with the Creditors' Committee, the bank lenders and
      other parties-in-interest;

   o. advise and assist on the tax consequences of proposed plans
      of reorganization;

   p. assist with the claims resolution procedures, including, but
      not limited to, analyses of creditors' claims by type and
      entity;

   q. render litigation consulting services and expert witness
      testimony regarding confirmation issues, avoidance actions
      or other matters; and

   r. render other functions as requested by the Debtors or their
      counsel to assist the Debtors in these Chapter 11 Cases.

The Debtors will pay Mesirow according to the firm's customary
hourly rates:

          Designation                       Hourly Rate
          -----------                       -----------
          Sr. Managing Director,            $650 - $690
            Managing Director and
            Director
          Sr. Vice-President                $550 - $620
          Vice President                    $450 - $520
          Senior Associate                  $350 - $420
          Associate                         $190 - $290
          Paraprofessional                      $150

Mesirow will bill a fixed fee of $35,000 for the preparation of
schedules of assets and liabilities and the statement of financial
affairs.  All other services, as requested by the Debtors, and
agreed to by Mesirow, will be billed at the normal and customary
rates listed above less a 10% discount to fees as determined.

Prior to the bankruptcy filing, Mesirow received an advance
payment retainer of $35,000 from the Debtors.  Of that retainer,
$0 has been applied to fees and expenses incurred prior to the
bankruptcy filing.  The balance of this retainer will be held by  
Mesirow and applied against postpetition fees and expenses to the
extent allowed by the Court.

To the best of the Debtors' knowledge, Mesirow is a "disinterested
person" as that term is defined in section 101(14) of the
Bankrptcy Code as modified by section 11 07 (b) of the Bankruptcy
Code.

Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq: SCOX)
fka Caldera International Inc. -- http://www.sco.com/-- provides    
software technology for distributed, embedded and network-based
systems, offering SCO OpenServer for small to medium business and
UnixWare for enterprise applications and digital network services.

The company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead Case
No. 07-11337).  Paul Steven Singerman, Esq. and Arthur J. Spector,
Esq. at Berger Singerman PA and Laura Davis Jones, Esq. at
Pachulski Stang  Ziehl & Jones LLP are co-counsels to the Debtors.  
Epiq Bankruptcy Solutions, LLC, acts as the Debtors' claims and
noticing agent.  The United States Trustee failed to form an
Official Committee of Unsecured Creditors in these cases due to
insufficient response from creditors.  The Debtors' exclusive
period to file a chapter 11 plan expires on March 12, 2008.  The
Debtors' schedules of assets and liabilities showed total assets
of $9,549,519 and total liabilities of $3,018,489.


SCO GROUP: U.S. Trustee Balks at Retention of Mesirow as Advisor
----------------------------------------------------------------
Kelly Beaudin Stapleton, United States Trustee for Region 3 in the
chapter 11 cases of The SCO Group Inc. and SCO Operations Inc.
asks the U.S. Bankruptcy Court for the District of Delaware to
deny the retention of Mesirow Financial Consulting LLC as the
Debtors' financial advisor.

The U.S. Trustee has listed several grounds for its objections
against the Mesirow retention, including the possible non-
disinterestedness of the firm.  According to the U.S. Trustee, the
intent of Mesirow Financial Consulting's affiliated broker,
Mesirow Financial Inc., to purchase and sell the Debtors'
securities for its own account will disqualify Mesirow Financial
Consulting from employment by the Debtors by making the firm a
person that is not disinterested.  

The U.S. Trustee suggests that Mesirow subsidiaries should not
agree to hold or trade securities issued by the Debtors for their
own account.

Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq: SCOX)
fka Caldera International Inc. -- http://www.sco.com/-- provides    
software technology for distributed, embedded and network-based
systems, offering SCO OpenServer for small to medium business and
UnixWare for enterprise applications and digital network services.

The company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead Case
No. 07-11337).  Paul Steven Singerman, Esq. and Arthur J. Spector,
Esq. at Berger Singerman PA and Laura Davis Jones, Esq. at
Pachulski Stang  Ziehl & Jones LLP are co-counsels to the Debtors.  
Epiq Bankruptcy Solutions, LLC, acts as the Debtors' claims and
noticing agent.  The United States Trustee failed to form an
Official Committee of Unsecured Creditors in these cases due to
insufficient response from creditors.  The Debtors' exclusive
period to file a chapter 11 plan expires on March 12, 2008.  The
Debtors' schedules of assets and liabilities showed total assets
of $9,549,519 and total liabilities of $3,018,489.


SOLIDUS NETWORKS: Involuntary Chapter 11 Case Summary
-----------------------------------------------------
Alleged Debtor: Solidus Networks, Inc.
                dba PayByTouch.com
                600 Corporate Pointe, Suite 1170
                Culver City, CA 90230
                Tel: (818) 905-7711

Case Number: 07-20027

Type of Business: The Debtor provides payroll services.

Involuntary Petition Date: October 31, 2007

Court: Central District Of California (Los Angeles)

Judge: Thomas B. Donovan

Petitioner's Counsel: Robert M. Yaspan, Esq.
                      Law Offices of Yaspan & Thau
                      21700 Oxnard Street, Suite 1750
                      Woodland Hills, CA 91367
                      Tel: (818) 905-7711
                      Fax: (818) 501-7711
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Gregg Eyman                    wages                $45,358
14339 Golf View Drive,
Eden Prarie, MN 55346

James C. Lee                   wages                $17,972
999 16th Street, Suite 1
San Francisco, CA 94107

Laura Schoep Lee               wages                $8,136
999 16th Street, Suite 1
San Francisco, CA 94107


SOURCE ENTERPRISES: Names Clear Thinking as Liquidation Trustee
---------------------------------------------------------------
Clear Thinking Group LLC and Joseph E. Myers, a partner and
managing director in the firm, were named liquidation trustee in
the bankruptcy case of The Source Enterprises Inc.
    
The appointment became effective with the confirmation of The
Source Enterprises' fourth amended Chapter 11 Plan of
Reorganization by Judge Arthur J. Gonzalez of the U.S. Bankruptcy
Court, Southern District of New York, on October 2.
    
Under terms of the engagement agreement, Myers and staff from
Clear Thinking Group's Creditors Rights Practice will take all
actions consistent with the duties and responsibilities of the
liquidation trustee, as outlined in the Liquidation Trust
Agreement.

Such actions will include, but not be limited to, handling the
wind-down of Source Enterprises' estate, the prosecution of claims
and the disbursement of funds to general unsecured creditors.

                  About The Source Enterprises
    
Headquartered in New York City, The Source Enterprises --
http://www.thesource.com/-- was the publisher of The Source  
magazine, which covered hip-hop music and culture.  The company
also sponsored an annual hip-hop music awards ceremony and a
syndicated radio show, and lent its name to a clothing line and
compilations of hit songs and videos, among other activities.  On
July 27, 2006, three creditors filed an involuntary Chapter 7
petition against the company under Section 303 of the U.S.
Bankruptcy Code.  On Aug. 21, 2006, The Source Enterprises
petitioned the U.S. Bankruptcy Court, Southern District of New
York, for an order converting the Chapter 7 case to a Chapter 11.  
The court approved the motion on Sept. 20, 2006.


SPECTRUM BRANDS: Completes Sale of Canadian Home & Garden Unit
--------------------------------------------------------------
Spectrum Brands has completed the sale of the Canadian division of
its Home & Garden business segment, which operates under the name
Nu-Gro.

As reported in the Troubled Company Reporter on Oct. 19, 2007,
Spectrum Brands disclosed its plans of postponing its strategic
asset sale process due to recent challenging conditions in the
credit markets.

On Sept. 28, 2007, the company signed a definitive agreement to
sell the Canadian division of its Home & Garden business segment
to a new company formed by RoyCap Merchant Banking Group and
Clarke Inc.  

Net proceeds from the sale will be utilized to reduce Spectrum
Brands' outstanding debt balance.  The company currently estimates
that its FY 2008 peak seasonal borrowing needs will be reduced by
approximately $45 million as a result of cash proceeds from the
transaction and the elimination of the working capital requirement
for the Canadian Home & Garden business in the 2008 lawn and
garden selling season.

In addition, the company reiterated its commitment to further
reducing outstanding indebtedness and leverage through the
sale of assets.

Headquartered in Atlanta, Georgia, Spectrum Brands Inc. (NYSE:
SPC) -- http://www.spectrumbrands.com/-- is a consumer products  
company and a supplier of batteries and portable lighting, lawn
and garden care products, specialty pet supplies, shaving and
grooming and personal care products, and household insecticides.  
Spectrum Brands' products are sold by the world's top 25 retailers
and are available in more than one million stores in 120 countries
around the world.  The company has manufacturing and distribution
facilities in China, Australia and New Zealand, and sales offices
in Melbourne, Shanghai, and Singapore.  The company has
approximately 8,400 employees worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 3, 2007,
Fitch Ratings has assigned a 'B/RR1' rating to Spectrum Brand's
new four-year, $225 million senior secured asset-backed loan
facility priced at LIBOR +225 basis points.  Fitch also affirmed
these ratings: 'CCC' Issuer Default Rating, 'B/RR1' rating on the
company's $1 billion term loan B, 'B/RR1' rating on the company's
EUR350 million term loan, 'CCC-/RR5' rating on the company's $700
million 7.4% senior subordinated notes, 'CCC-/RR5' rating of the
company's $2.9 million 8.5% senior subordinated notes, and 'CCC-
/RR5' rating on the company's $347 million 11.25% variable rate
toggle senior subordinated notes.  The Rating Outlook is Negative.


ST. MARY LAND: Earns $57.7 Mil. in Third Quarter Ended Sept. 30
---------------------------------------------------------------
St. Mary Land & Exploration Company reported net income of $57.7
million for the third quarter of 2007.

                  Third Quarter Results

St. Mary announced third quarter 2007 earnings of $57.7 million.  
Third quarter 2006 earnings were $55.9 million.

Adjusted net income, which adjusts for significant non-cash and
non-recurring items, was $57.8 million for the third quarter of
2007 compared to $53 million for the comparable period in 2006.

Discretionary cash flow increased to $162.3 million in the third
quarter of 2007 from $140.5 million in the same period of the
preceding year, an increase of 16%.

Net cash provided by operating activities increased to
$191.7 million in the third quarter of 2007 from $101.2 million in
the third quarter of 2006.

Revenues for the third quarter of 2007 were $246.7 million
compared to $198 million in the comparable period of 2006.

Total lease operating and transportation expense was up slightly
between the third quarters of 2007 and 2006 on a per MCFE basis.  

Exploration expense for the current quarter came in below guidance
due to lower than expected geologic-related costs in the period.

General and administrative expense for the third quarter of 2007
was slightly higher than guidance as a result of higher than
budgeted cash and stock-based compensation costs associated with
increased headcount and the fact that a portion of stock-based
compensation expense moves directionally with the company's share
price.

As of Sept. 30, 2007, the company had total assets of $2.3
billion, total liabilities of $1.4 billion, and total
stockholders' equity of $933.2 million.

Full-text copies of the company's financials are availble for free
at http://ResearchArchives.com/t/s?24bd.

"The third quarter was a solid quarter for St. Mary.  We grew
production for the seventh consecutive quarter and set a new
quarterly production record for the company.  The management team
is focused on delivering solid results with an eye toward
improving our capital efficiency and our operating cost structure.  
We continued to make progress in a number of key resource areas
and expanded our presence in the Olmos shallow gas play with an
acquisition in South Texas which we closed in early October.  I am
pleased with the Company's pace and direction," commented Tony
Best, president and CEO.

               About St. Mary Land & Exploration

Based in Denver, Colorado, St. Mary Land & Exploration Company
(NYSE:SM) -- http://www.stmaryland.com/-- is an independent oil  
and gas company engaged in the exploration, exploitation,
development, acquisition and production of natural gas and crude
oil.  The company's operations are focused in five core operating
areas in the United States: the Rocky Mountain region, the Mid-
Continent region, the ArkLaTex region, the Permian Basin region
and the Gulf Coast region.

                          *     *     *

In March 2007, Moody's placed the company's long-term corporate
family rating at Ba3 which still holds to date.  The outlook is
stable.

Standard & Poor's placed the company's long-term foreign and local
issuer credit ratings at BB- in March 2007, which still holds to
date.  The outlook is stable.


STRUCTURED ADJUSTABLE: Fitch Takes Rating Action on Seven Deals
---------------------------------------------------------------
Fitch took rating action on these seven Structured Adjustable Rate
Mortgage Loan Trust pass-through certificates:

Series 2004-17:

   -- Class A affirmed at 'AAA';
   -- Class B1 affirmed at 'AA+';
   -- Class B2 affirmed at 'AA';
   -- Class B3 affirmed at 'AA-';
   -- Class B4 affirmed at 'A+';
   -- Class B5 affirmed at 'BBB+';
   -- Class B6 affirmed at 'BB';
   -- Class B7 affirmed at 'B'.

Series 2005-22 Group 1:

   -- Class A affirmed at 'AAA';
   -- Class B4-1 affirmed at 'BBB';
   -- Class B5-1 downgraded to 'BB' from 'BBB-';
   -- Class B6-1 downgraded to 'B' from 'BB'.

Series 2005-22 Group 2:

   -- Class A affirmed at AAA;
   -- Class B3-2 downgraded to 'BBB-' from 'BBB';
   -- Class B4-2 downgraded to 'BB+' from 'BBB-';
   -- Class B5-2 downgraded to 'B+' from 'BB'.

Series 2006-1 Group 1:

   -- Class A affirmed at 'AAA';
   -- Class B5-I downgraded to 'BB+' from 'BBB';
   -- Class B6-I downgraded to 'BB-' from 'BBB-';
   -- Class B7-I downgraded to 'C/DR4' from 'BB'.

Series 2006-1 Group 2:

   -- Class A affirmed at 'AAA';
   -- Class B3-II downgraded to 'BB-' from 'BBB';
   -- Class B4-II downgraded to 'B+' from 'BBB-';
   -- Class B5-II downgraded to 'C/DR4' from 'BB'.

Series 2006-9 Group 1:

   -- Class A affirmed at AAA;
   -- Class B1-I downgraded to 'A+' from 'AA';
   -- Class B2-I downgraded to 'BBB' from 'A';
   -- Class B3-I downgraded to 'B+' from 'BBB';
   -- Class B4-I downgraded to 'C/DR5' from 'BB';
   -- Class B5-I downgraded to 'C/DR5' from 'B'.

Series 2006-9 Group 2:

   -- Class A affirmed at 'AAA';
   -- Class B1-II affirmed at 'AA';
   -- Class B2-II affirmed at 'AA';
   -- Class B3-II affirmed at 'A+';
   -- Class B4-II affirmed at 'A';
   -- Class B5-II affirmed at 'BBB+';
   -- Class B6-II affirmed at 'BBB';
   -- Class B7-II affirmed at 'BB';
   -- Class B8-II affirmed at 'B'.

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect about $2.64 billion in
outstanding certificates.  The negative rating actions reflect
deterioration in the relationship between CE and expected losses,
and affect about $39.7 million in outstanding balances.

The negative rating actions are a result of larger than expected
losses due to a rapidly increasing delinquency pipeline.  The
range of 60+ delinquencies (inclusive of Foreclosure, Real Estate
Owned, and Bankruptcy) for all transactions experiencing
downgrades is about 1.75% to 7.5%. The range of available CE for
the lowest rated bond for all affected transactions is about 0.36%
to 1.85%.  Due to the rate of increase in loans entering the 60+
delinquent stage, Fitch expects the 60+ delinquency to rise faster
in relationship to each bond's CE level.

The pool factors range (current collateral balance as a percentage
of initial collateral balance) from about 14% to 84% and the
transactions are 13 months to 36 months seasoned.  The cumulative
losses range from about 0% to 0.16%.

The mortgage pool consists of conventional, first lien,
adjustable- and fixed-rate residential mortgages from various
originators.  All of the loans are master serviced by Aurora Loan
Services Inc, which is currently rated 'RMS1-' by Fitch.


STRUCTURED ASSET: Fitch Junks Ratings on Three Cert. Classes
------------------------------------------------------------
Fitch took rating action on these Structured Asset Securitization
Corporation 2002-22H mortgage pass-through certificates:

Group 1:

   -- Class A affirmed at 'AAA';
   -- Class B1-I affirmed at 'AA';
   -- Class B2-I affirmed at 'A';
   -- Class B3-I downgraded to 'BB' from 'BBB', and placed on
      Rating Watch Negative;
   -- Class B4-I downgraded to 'C' from 'B', and assigned a
      Distressed Recovery rating of 'DR5';
   -- Class B5-I remains at 'C/DR6'.

Group 2:

   -- Class A affirmed at 'AAA';
   -- Class B1-II affirmed at 'AA';
   -- Class B2-II affirmed at 'A';
   -- Class B3-II affirmed at 'BBB';
   -- Class B4-II affirmed at 'B';
   -- Class B5-II remains at 'C/DR6'.

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect about $28 million in
outstanding certificates.  The negative rating actions reflect
deterioration in the relationship between CE and expected losses,
and affect about $0.4 million in outstanding certificates.

There is about 3.5% in the 60+ delinquency bucket of Group 1
(inclusive of Foreclosure, Real Estate Owned, and Bankruptcy).
Expected losses on these delinquencies are relatively high when
compared to the available CE supporting the more subordinate
bonds.  The transaction has also experienced cumulative losses
that have resulted in the write down of the entire B6-1 (non-
rated) class and a substantial write down of the B5-1 class.

The pool factor (current collateral balance as a percentage of
initial collateral balance) of Group 1 is about 10%, and the
transaction is 59 months seasoned.  The pool factor of Group 2 is
about 4%, and the transaction is also 59 months seasoned.

The mortgage pools consist of conventional, first lien,
adjustable- and fixed-rate residential mortgages from various
originators.  All of the loans are master serviced by Aurora Loan
Services Inc, which is currently rated 'RMS1-' by Fitch.


STRUCTURED ASSET: Moody's Junks Rating on Class M11 Certs.
----------------------------------------------------------
Moody's Investors Service downgraded the rating of one mezzanine
class from the Structured Asset Investment Loan Trust 2005-HE3
securitization.  The transaction is backed primarily by first lien
adjustable-rate and fixed-rate subprime mortgage loans.

The rating is being downgraded based on a higher than anticipated
rate of delinquency in the underlying collateral compared to
current credit enhancement levels.

The complete rating action is:

Issuer: Structured Asset Investment Loan Trust 2005-HE3

   -- Class M11, downgraded to Caa1, previously Ba2.


STATIC RESIDENTIAL: Moody's Junks Ratings on Four Note Classes
--------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible downgrade these notes issued by Static Residential CDO
2006-C Ltd.:

   -- $375,000,000 Class A-l (a) Floating Rate Notes, due 2041

      Prior Rating: Aaa

      Current Rating: Baa2, on review for possible downgrade

   -- $40,000,000 Class A-l (b) Floating Rate Notes, due 2041

      Prior Rating: Aaa

      Current Rating: Baa3, on review for possible downgrade

   -- $115,250,000 Class A-2 Floating Rate Notes, due 2041

      Prior Rating: Aaa

      Current Rating: Ba2, on review for possible downgrade

   -- $60,000,000 Class B-1 Floating Rate Notes, due 2041

      Prior Rating: Aa1

      Current Rating: Ba3, on review for possible downgrade

   -- $26,250,000 Class B-2 Floating Rate Notes, due 2041

      Prior Rating: Aa3

      Current Rating: B2, on review for possible downgrade

   -- $43,750,000 Class C Deferrable Interest Floating Rate
      Notes, due 2041

      Prior Rating: A2

      Current Rating: Caa3, on review for possible downgrade

   -- $22,500,000 Class D-1(a) Deferrable Interest Floating
      Rate Notes, due 2041

      Prior Rating: Baa1

      Current Rating: Caa3, on review for possible downgrade

   -- $5,000,000 Class D-1(b) Deferrable Interest Floating Rate
      Notes, due 2041

      Prior Rating: Baa1

      Current Rating: Caa3, on review for possible downgrade

   -- $24,750,000 Class D-2 Deferrable Interest Floating Rate
      Notes, due 2041

      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 subprime
residential mortgage-backed securities.


TECO ENERGY: Sells TECO Transport to Greenstreet for $405 Mil.
--------------------------------------------------------------
TECO Energy Inc. disclosed the execution of a definitive agreement
to sell TECO Transport Corporation to an investment group led by
an affiliate of Greenstreet Equity Partners, L.P., a Miami-based
private equity firm founded by Steven Green, the former U.S.
Ambassador to Singapore, and Jeffrey Safchik, for a purchase price
of $405 million in cash, subject to working capital adjustment.  
Net proceeds, taking into consideration estimated transaction-
related costs, including state and federal taxes, are expected to
be approximately $370 million to $380 million.

"T[he] announcement concludes the evaluation of strategic
alternatives for TECO Transport that we announced earlier this
year," Chairman and CEO Sherrill Hudson said.  "We are pleased
with the outcome and believe that it is in the best interest of
all concerned.  It is the best alternative for TECO Energy's
shareholders -- allowing us to accelerate our debt retirement
plan, strengthen our balance sheet and focus on our utility
businesses.  In addition, we hope the completion of this sale will
accelerate improvement of TECO Energy's credit ratings.  It also
puts TECO Transport Corporation in the hands of an investor able
to focus on and deploy the future capital needed to grow this
business."

The definitive agreement has various conditions that must be
satisfied prior to closing, and the parties anticipate closing the
transaction before the end of the year.  TECO Energy is the
guarantor of three TECO Transport leases, and the parties have
made various arrangements for dealing with these guarantees.  The
transaction is not conditioned upon obtaining debt financing.

Morgan Stanley & Co. Incorporated acted as TECO Energy's financial
advisor in connection with the transaction, and Skadden, Arps,
Slate, Meagher & Flom LLP provided legal counsel.  AMA Capital
Partners LLC acted as the financial advisor to Greenstreet Equity
Partners, and Willkie Farr & Gallagher LLP provided legal counsel.

TECO Energy, Inc. -- http://www.tecoenergy.com/-- is an
integrated energy-related holding company with regulated utility
businesses, complemented by a family of unregulated businesses.  
Its principal subsidiary, Tampa Electric Company, is a regulated
utility with both electric and gas divisions (Tampa Electric and
Peoples Gas System).  Other subsidiaries are engaged in waterborne
transportation, coal and synthetic fuel production and electric
generation and distribution in Guatemala.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 1, 2007,
Fitch Ratings placed these TECO Energy, Inc.'s BB+ Issuer Default
Rating and BB+ Senior Unsecured Debt rating on Rating Watch
Positive.


TEKNI-PLEX: Moody's Holds Caa1 Corporate Family Rating
------------------------------------------------------
Moody's Investors Service affirmed the ratings of Tekni-Plex, Inc.
and changed the outlook to negative from stable reflecting
disappointing operations in the company's tubing segment for 2007
together with tighter liquidity and EBITDA below plan.  The
company's ratings remain constrained by high financial leverage,
poor interest coverage, and negative free cash flow.

Moody's affirmed these ratings:

   -- $275 million 8.75% sr. secured second lien notes due
      2013, to Caa1 (LGD3, 46%) from Caa1 (LGD3, 45%)

   -- $150 million 10.87% sr. secured second lien notes due   
      2012, to B1 (LGD2, 16%) from B1(LGD2, 15%)

   -- $275 million 12-3/4% sr. subordinated notes due 2010,
      rated Caa3 (LGD5, 85%)

   -- $40 million 12-3/4% sr. subordinated notes due 2010,
      rated Caa3 (LGD5, 85%)

   -- Caa1 Corporate Family Rating

   -- Caa1 Probability of Default Rating

The outlook is negative.

The rationale for the change in outlook to negative from stable
reflects the company's disappointing operating results in the
company's tubing segment as a result of reduced demand for the
company's garden hose products stemming from a cold, wet selling
season.  In addition, while EBITDA inclusive of add-backs of
roughly $10 million in non-recurring charges taken in 2007 is
roughly on par with actual for 2006, it is materially below
Moody's expectations.  Leverage has also ratcheted up and interest
coverage has become further constrained year-on-year. While the
company has experienced improved pricing in its garden hose
business, volume in this segment is still subject to the vagaries
of weather and is highly seasonal.

As a result, the packaging business continues to contribute the
bulk of Tekni-Plex's operating earnings.  The company has less
external liquidity available to it by means of its asset-based
revolver with the prospect of draws under the facility to continue
to make interest payments in 2008.  Moody's sees limited
opportunity for deleveraging over the medium-term.

Headquartered in Somerville, New Jersey, Tekni-Plex Inc. is a
diversified manufacturer of packaging products and materials for
the consumer products, healthcare, and food industries.  For the
year ended June 29, 2007 the company reported revenues of about
$773 million.


TENNECO AUTOMOTIVE: Moody's Holds B1 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Tenneco
Automotive Inc. -- Corporate Family, B1. In a related action
Moody's assigned a B2 rating to Tenneco's new senior unsecured
note, and raised the rating on the remaining senior secured second
lien debt to Ba3.  The ratings were affirmed on the first-lien
senior secured credit facilities at Ba1, and on the senior
subordinated notes at B3.  The rating outlook was revised to
positive.

The new senior unsecured note will be used to finance Tenneco's
announced tender and consent of $230 million of the outstanding
10.25% senior secured second lien notes.  As part of the consent,
covenants within the 10.25% senior secured second lien notes
indenture will be amended to make them no more restrictive than
those that apply to Tenneco's senior subordinated notes.  This
amendment will provide the opportunity for Tenneco to initiate an
internal reorganization which will better align the company's debt
with its geographic cash generation, and improve the tax
efficiency of its inter-company financing structure.  Modest
interest savings will also be achieved.

The affirmation of the B1 corporate family rating incorporates
Tenneco's progress in attaining growth and higher profits over
recent quarters through its emissions controls business, which has
resulted in generally improved credit metrics.  The company's
revenue diversity and product breadth should support continued
strong performance in the future.  These strengths are balanced
with increased working capital requirements to support this
growth; working capital needs have resulted in negative free cash
flow in the current year to date.  Moody's will look for
management to control working capital as growth continues in 2008.

With the redemption of a portion of the company's second lien
notes through the issuance of new senior unsecured debt, Tenneco's
capital structure will incorporate a greater element of junior
debt financing, which results in the upward revision of the rating
on the remaining senior secured second lien notes under Moody's
Loss Given Default Methodology.  The first lien debt already
receive maximum notching benefit under the methodology and their
rating is unaffected, although the LGD assessment of 12% reflects
the improved relative position in the company's capital structure.

Tenneco's outlook change to positive reflects the improving
operating metrics over the past two quarters driven by the strong
growth in the emission control segment, combined with the
company's initiative of addressing its higher coupon debt and tax
structure inefficiencies.  These actions are expected to improve
the company's ability to use its geographic diversity to reduce
debt over the intermediate term.  Liquidity over the next twelve
months is expected to be good with availability of $292 million
under the $550 million revolving credit and cash and cash
equivalents of $203 million as of Sept. 30, 2007.

This rating was assigned:

   -- B2 (LGD4, 64%) rating to the new guaranteed senior
      unsecured notes due 2015

This rating was raised:

   -- Ba3 (LGD3, 32%) rating for the remaining 10.25%
      guaranteed senior secured second-lien notes due 2013

These ratings were affirmed:

   -- B1 Corporate Family rating;

   -- B1 Probability of Default rating;

   -- Ba1 (LGD2, 12%) rating for the $550.0 million first lien
      senior secured revolving credit facility;

   -- Ba1 (LGD2, 12%) rating for the $150 million first lien
      senior secured term loan A;

   -- Ba1 (LGD2, 12%) rating for the $130 million first lien
      senior secured term loan B;

   -- B3 (LGD6, 92%) rating for the 8.625% guaranteed senior
      subordinated notes due November 2014

The last rating action was on March 2, 2007 when the company's
Corporate Family Rating was affirmed.

Future events that have potential to drive Tenneco's ratings
higher include the continuing improvement in profit levels from
higher emission control revenues; and higher levels of free cash
flow over the intermediate term resulting in debt reduction.  
Consideration for a higher rating could arise if any combination
of these factors were to lead to EBIT/Interest coverage being
sustained at over 2x or a reduction in leverage consistently below
4x.

Future events that have potential to drive Tenneco's outlook or
ratings lower include meaningful declines in North American OEM
production; the inability to manage working capital usage
supporting increased emission control sales resulting in
continuing negative free cash flow; or deteriorating liquidity.
Consideration for a lower outlook or rating could arise if any
combination of these factors were to increase leverage over 5x or
result in EBIT/Interest coverage approaching 1.5x times.

Tenneco, headquartered in Lake Forest, Illinois, is a leading
manufacturer of automotive ride control (about 37% of sales) and
emissions control (about 63% of sales) products and systems for
both the worldwide original equipment market and aftermarket.  
Leading brands include Monroe(R), Rancho(R), and Fric Rot ride
control products and Walker(R) and Gillet emission control
products.  Annual revenues are about $5.8 billion.


TENNECO INC: Commences $230 Mil. Tender Offer for 10-1/4% Notes
---------------------------------------------------------------
Tenneco Inc. has commenced a cash tender offer for up to
$230 million aggregate principal amount of 10-1/4% Senior Secured
Notes due 2013 (CUSIP No. 880349AD7).

Tenneco is launching this tender offer and consent solicitation as
part of a transaction designed to reduce the company's interest
expense, extend the maturity of some of its debt and to amend the
indenture for the Notes to more closely align debt covenants among
the company's various tranches of notes.

The total consideration per $1,000 principal amount of Notes
validly tendered and not withdrawn prior to 5:00 p.m., New York
City time, on Nov. 15, 2007, unless extended, will be calculated
based on the present value on the payment date of the sum of
$1,051.25, the earliest redemption price for the Notes on June 15,
2008, which is the earliest redemption date for the Notes, plus
interest payments through June 15, 2008, determined using a
discount factor equal to the yield on the price determination date
of the 5-1/8% U.S. Treasury Note due June 30, 2008, plus a fixed
spread of 50 basis points.

The price determination date will be 2:00 p.m., New York City
time, at least ten business days prior to the expiration date. The
payment date will be promptly after the expiration date.

The tender offer is scheduled to expire at midnight, New York City
time, on Nov. 30, 2007, unless extended.  Accrued and unpaid
interest to, the payment date will be paid on all Notes tendered
and accepted for payment.

The tender offer is for a maximum of $230 million aggregate
principal amount of Notes.  In the event that the tender offer is
oversubscribed, tenders will be accepted on a pro rata basis.
Tenneco reserves the right, but is not obligated, to increase the
Maximum Tender Amount.

The total consideration includes a consent payment of $30 per
$1,000 principal amount of Notes.  Only Notes that are tendered on
or prior to the Consent Date and that are accepted for payment
will receive the Consent Payment.  The company is soliciting
consents to conform certain covenants in the indenture governing
the Notes to make them no more restrictive than comparable
provisions applicable to the company's 8.625% Senior Subordinated
Notes due 2014, including with respect to the incurrence of
indebtedness and the absence of limitation on issuances and
transfers of restricted subsidiary stock and to make other minor
or related modifications.

The tender offer is conditioned on the satisfaction or waiver
prior to the acceptance date of customary conditions, including:

   (i) Tenneco having received from the offer and sale of new
       indebtedness, on terms and conditions acceptable to it
       in its sole discretion, funds sufficient to consummate
       the offer; and

  (ii) the receipt of the requisite consents required to
       implement the proposed amendments to the indenture from
       holders of the senior secured notes.

Copies of the Offer to Purchase and Consent Solicitation Statement
of the company may be obtained by contacting Global Bondholder
Services Corporation, the information agent for the offer, at
(212) 430-3774 (collect) or (866) 873-5600 (U.S. toll- free).

Banc of America Securities LLC and Citi are the dealer managers
and solicitation agents for the tender offer and consent
solicitation.  Additional information concerning the tender offer
and consent solicitation may be obtained by contacting Banc of
America Securities LLC, High Yield Special Products, at (704) 388-
4813 (collect) or (888) 292-0070 (U.S. toll-free) and Citi at
(212) 723-6106 (collect) or (800) 558-3745 (toll-free).

                        About Tenneco Inc.

Based in Lake Forest, Illinois, Tenneco Inc., (NYSE: TEN) --
http://www.tenneco.com/-- manufactures automotive ride and    
emissions control products and systems for both the original
equipment market and aftermarket.  Brands include Monroe(R),
Rancho(R), and Fric Rot ride control products and Walker(R) and
Gillet emission control products.  The company has operations in
Argentina, Japan, and Germany, with its European operations
headquartered in Brussels, Belgium.  The company has approximately
19,000 employees worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2007,
Fitch Ratings has placed Tenneco Inc.'s Issuer Default Ratings and
securities ratings on Rating Watch Negative.  Fitch confirmed
these ratings: (i) IDR 'BB-'; (ii) Senior secured bank facility
'BB+'; (iii) Senior secured notes 'BB'; and (iv) Subordinated 'B'.


TENNECO INC: Fitch Rates New Senior Unsecured Notes at BB-
----------------------------------------------------------
Fitch Ratings assigned a rating of 'BB-' to Tenneco Inc.'s new
senior unsecured notes due 2015.  The new notes replace a portion
of TEN's existing $475 million in 10.25% senior secured second-
lien notes for which TEN is tendering.  The rating outlook is
positive.

   -- Issuer Default Rating 'BB-';
   -- Senior secured bank facility 'BB+';
   -- Senior secured second lien notes 'BB';
   -- Senior subordinated notes 'B'.

TEN's new $250 million senior unsecured notes will improve the
company's maturity profile, and contains covenants on a par with
the company's senior subordinated notes.  TEN is also adjusting
and removing certain covenants from the remaining senior secured
second-lien notes.  The refinancing also reduces the overall
amount of secured debt which, in conjunction with covenant
changes, provides TEN with additional operating flexibility.

In addition, the company projects interest savings of about
$4 million.  The new notes are the obligation of TEN and
guaranteed by certain domestic subsidiaries.  Concurrent with the
offering of the new notes due 2015, TEN will initiate a series of
steps designed to better align the company's capital structure
with its assets and cash flow, while also providing certain tax
benefits.

TEN faces the same headwinds as other suppliers including pricing
pressures, high raw material costs, lower production volumes from
U.S.-based OEM's, exposure to slow-selling SUV products and
limited free cash flow.  However, TEN has offset these challenges
with increased revenue from new business wins, manufacturing
efficiencies, working capital management, and a geographically
diverse customer base compared with other North American
suppliers.  TEN's technology position and product acceptance in
the growing diesel emissions market augur well for revenue
performance over the near term.

The company's increasingly technology-driven product portfolio and
margin performance in a difficult industry environment provide
comfort that new business wins and revenue growth will also
produce longer-term earnings growth.  However, costs and
investments related to new product launches and growth initiatives
will limit free cash flow over the short term.  The Positive
Outlook is based on expectations of moderate, but continuing de-
leveraging over the intermediate term through continued growth in
operating earnings from a diversified global customer base.  
Concerns include total debt levels, industry margin pressures,
U.S. production volumes in an uncertain economic environment, and
stresses from second-tier and third-tier suppliers.

TEN retains healthy liquidity, with $203 million in cash and
marketable securities at Sept. 30, 2007.  In addition, TEN has
$292 million of unused borrowing capacity available on its $680
million revolver.  The company also has a $100 million US
securitization facility (of which $94 million was outstanding),
and $55 million outstanding under its uncommitted European
receivable facilities.


TENNECO INC: S&P Rates Proposed $250 Million Senior Notes at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Tenneco Inc.'s proposed $250 million senior unsecured notes due
2015.  The rating is one notch below the corporate credit rating,
reflecting the unsecured nature of the proposed new
debt in Tenneco's capital structure, which consists mainly of
secured debt.  The company will use the proceeds to tender for
$230 million of its 10.25% secured second-lien notes due 2013.
     
At the same time, because the tender will substantially reduce the
outstanding principal on the 10.25% senior secured notes, S&P
raised the ratings on that issue to 'BB' from 'BB-', and revised
the recovery rating to '2' from '4', reflecting the expected
improvement in recovery resulting from the pending reduction in
outstanding principal.  S&P also affirmed the 'BB-' corporate
credit rating and stable outlook and withdrew the short-term
rating of 'B-1'.
      
"The ratings on Tenneco reflect a weak business profile and
aggressive financial profile," said Standard & Poor's credit
analyst Lawrence Orlowski.  Although 2007 free cash flow
generation will likely be negative, S&P do not view this as a
trend.  Tenneco's credit measures have been stable.  The company
benefits from good diversity among its customers, business
platforms, and regions of operation.  However, Tenneco is still
exposed to the risks of declining vehicle production by its
largest customers, General Motors Corp. and Ford Motor Co.
     
The outlook is stable.  Revenue growth was solid in the third
quarter of 2007 because of new business launches, but investment
to support this growth contributed to negative free cash flow.  
Still, S&P expect credit measures to remain consistent with the
rating despite industry conditions that include production cuts by
some customers and raw-material price pressures.  In the longer
term, S&P could revise the outlook to positive if industry
conditions stabilize and the company uses free cash flow to reduce
debt.  Alternatively, S&P could revise the outlook to negative if
severe industry challenges cause cash flow to remain negative.


TESORO CORP: Board To Review Tracinda's Offer to Buy Equities
-------------------------------------------------------------
Tesoro Corporation confirmed that it is aware of the public
announcement made by Tracinda Corporation regarding a proposed
unsolicited partial tender offer to be made to Tesoro's
stockholders from Tracinda to purchase up to 21,875,000 shares of
Tesoro's common stock, or approximately 16% of Tesoro's
outstanding shares of common stock, for $64.00 per share in cash.

Tesoro's Board of Directors, consistent with its fiduciary duties,
and in consultation with its financial and legal advisors, will
carefully review and consider Tracinda's proposed unsolicited
partial tender offer and will, within 10 business days of the
commencement of a tender offer (as required by the tender offer
rules), advise Tesoro's stockholders of the Board's position
regarding the offer as well as its reasons for that position.

Accordingly, Tesoro urges its stockholders to defer making a
determination whether to accept or reject Tracinda's proposed
unsolicited partial tender offer until they have been advised of
the position of Tesoro's Board.

                        About Tesoro Corp.

Headquartered in San Antonio, Texas, Tesoro Corporation (NYSE:
TSO) -- http://www.tsocorp.com/-- is an independent refiner and  
marketer of petroleum products.  Tesoro, through its subsidiaries,
operates seven refineries in the western United States with a
combined capacity of approximately 660,000 barrels per day.  
Tesoro's retail-marketing system includes over 890 branded retail
stations, of which over 450 are company operated under the
Tesoro(R), Shell(R), Mirastar(R) and USA(R) brands.  The company
dislosed on Nov. 8, 2004, the change of the company's name from
Tesoro Petroleum Corp. to Tesoro Corporation, effective
immediately.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 30, 2007,
Moody's changed its outlook on Tesoro Corporation's ratings (Ba1
corporate family rating, Ba1 senior unsecured notes rating, and
Baa1 senior secured credit facility rating) to developing from
positive following Tracinda Corporation's announcement that it is
making a cash tender offer for an additional 16% of TSO's
outstanding common stock at approximately a 12% premium from the
prior closing price. Tracinda Corporation, of which Kirk Kerkorian
is the sole shareholder, currently owns about 4% of TSO's
outstanding shares.


TESORO CORP: Earns $47 Million in Quarter Ended September 30
------------------------------------------------------------
Tesoro Corporation reported net income of $47 million in the third
quarter of 2007, compared to $274 million in the third quarter of
2006.  Year-to-date net income totaled $606 million, versus
$643 million a year ago.

Revenues for the third quarter of 2007 was $5.9 billion, compared
to last year's third quarter revenues of $5.2 billion.

Quarterly benchmark crack spreads in the West Coast and Pacific
Northwest regions were down 28% and 34%, respectively from a year
ago.  Consequently, refining margins during the quarter of $9.09
per throughput barrel were $6.16 below those in the third quarter
of 2006.

"The industry experienced a significant increase in crude prices
in the third quarter, while product prices rose at a much slower
rate," Bruce Smith, Tesoro's Chairman, President and CEO, said.  
"These market fundamentals were the single biggest impact to our
quarterly earnings versus last year.  The lower margin environment
and rapid rise in crude price also negatively impacted other
segments of our business, including marketing and our long haul
crude hedge program."

The reduction to refinery margins from the realized and unrealized
third quarter hedge program was $28 million.

Capital expenditures for the year are expected to remain at $900
million.

At Sept. 30, 2007, the company's balance showed total assets of
$7.9 billion and total liabilities of $4.8 billion, resulting a
$3.1 billion stockholders' equity.  Equity as of Dec. 31, 2006,
was $2.5 billion.

                    Retail Operations Update

Retail operating income during the quarter was $4 million
including an impairment of $6 million for certain retail sites.  
Volume and margins for the newly acquired Shell and USA brand
sites were in line with expectations.  Additional USA brand
expenses to improve operating standards, store enhancements and
security are expected to impact earnings for the next three
quarters.  "We have high expectations for the USA brand, and to
meet our company's long-term strategy around retail, we need to
make additional investments.  Our retail strategy is a selective
process aimed at matching each refinery's production with its
distribution needs.  The addition of the acquired retail assets
has allowed us to achieve a more optimum channel of trade
balance," Mr. Smith said.

               Board Declares Quarterly Dividend

Tesoro's Board of Directors has approved a regular quarterly cash
dividend of $0.10 per share.  The dividend is payable
Dec. 17, 2007 to shareholders of record as of Dec. 3, 2007.

                       About Tesoro Corp.

Headquartered in San Antonio, Texas, Tesoro Corporation (NYSE:
TSO) -- http://www.tsocorp.com/-- is an independent refiner and  
marketer of petroleum products.  Tesoro, through its subsidiaries,
operates seven refineries in the western United States with a
combined capacity of approximately 660,000 barrels per day.  
Tesoro's retail-marketing system includes over 890 branded retail
stations, of which over 450 are company operated under the
Tesoro(R), Shell(R), Mirastar(R) and USA(R) brands.  The company
dislosed on Nov. 8, 2004, the change of the company's name from
Tesoro Petroleum Corp. to Tesoro Corporation, effective
immediately.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 30, 2007,
Moody's changed its outlook on Tesoro Corporation's ratings (Ba1
corporate family rating, Ba1 senior unsecured notes rating, and
Baa1 senior secured credit facility rating) to developing from
positive following Tracinda Corporation's announcement that it is
making a cash tender offer for an additional 16% of TSO's
outstanding common stock at approximately a 12% premium from the
prior closing price. Tracinda Corporation, of which Kirk Kerkorian
is the sole shareholder, currently owns about 4% of TSO's
outstanding shares.


TRIBUNE CO: Unit Completes $62.4 Mil. Newspapers Sale to Hearst
---------------------------------------------------------------
Tribune Publishing, a division of Tribune Company, has completed
the sale of its Southern Connecticut Newspapers, The Advocate
(Stamford) and Greenwich Time, to Hearst Corporation for $62.4
million.

The sale transaction, disclosed in Oct. 25, 2007, did not include
real estate in Stamford and Greenwich, which Tribune plans to sell
separately.

Headquartered in Chicago, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating   
businesses in publishing, interactive and broadcasting.  It
reaches more than 80% of U.S. households and is the only media
organization with newspapers, television stations and websites in
the nation's top three markets.  In publishing, Tribune's leading
daily newspapers include the Los Angeles Times, Chicago Tribune,
Newsday (Long Island, New York), The Sun (Baltimore), South
Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant.  The
company's broadcasting group operates 23 television stations,
Superstation WGN on national cable, Chicago's WGN-AM and the
Chicago Cubs baseball team.

                          *     *     *

Moody's Investor Services placed Tribune Company's long
term family rating and probability of default at Ba3 on April
2007.  The ratings still hold to date.


TRINITY INDUSTRIES: Earns $87 Million in Quarter ended Sept. 30
---------------------------------------------------------------
Trinity Industries Inc. reported Wednesday net income of
$87.0 million for the third quarter ended Sept. 30, 2007, compared
with net income of $50.8 million for the same quarter a year ago.
Earnings from continuing operations were $87.2 million for the
third quarter ended Sept. 30, 2007.  Earnings from continuing
operations for the same quarter of 2006 were $55.3 million.
    
Revenues for the third quarter of 2007 were $1.008 billion
compared with revenues of $810.1 million for the same period in
2006.  This year's third quarter revenues were the highest
quarterly revenues in the company's history.
    
For the nine months ended Sept. 30, 2007, the company reported
earnings from continuing operations of $215.3 million, compared
with earnings from continuing operations of $158.1 million for the
same period of 2006.  For the nine months ended Sept. 30, 2007,
the company reported net income of $214.8 million, compared with
net income of $173.6 million for the same period of 2006.
    
"I am pleased with our success during the third quarter," said
Timothy R. Wallace, Trinity's chairman, president, and chief
executive officer.  "The investments we have made in our diverse
portfolio of businesses are producing strong financial returns.
Additionally, our ongoing focus on operational excellence and the
efficiencies we achieve through long production runs continued to
contribute to our growth and margin expansion during the third
quarter."

At Sept. 30, 2007, the company's consolidated balance sheet showed
$4.025 billion in total assets, $2.374 billion in total
liabilities, and $1.651 billion in total shareholders' equity.

                     About Trinity Industries

Headquartered in Dallas, Texas, Trinity Industries Inc. (NYSE:TRN)
-- http://www.trin.net/-- is a holding company of diversified   
industrial companies.  Trinity manufactures and sells railcars and
railcar parts, inland barges, concrete and aggregates, highway
products, beams and girders used in highway construction, tank
containers and structural wind towers.  In addition, it leases
railcars to its customers through a captive leasing business,
Trinity Industries Leasing Company.   Trinity has five business
groups: Rail Group, Railcar Leasing and Management Services Group,
Construction Products Group, Inland Barge Group and the Energy
Equipment Group.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 24, 2007,
Moody's Investors Service raised the cororate family rating of
Trinity Industries Inc. to Ba1 from Ba2.  The rating outlook has
been changed to stable from positive.


TRONOX INC: Posts $19.1 Million Net Loss in Quarter Ended Sept. 30
------------------------------------------------------------------
Tronox Incorporated reported Wednesday preliminary results for the
fiscal third quarter ended Sept. 30, 2007.

Tronox reported a net loss of $19.1 million on net sales of
$363.1 million for the 2007 third quarter, compared with a net
loss of $14.0 million on net sales of $378.6 million for the 2006
third quarter.  The decrease in net sales was due to lower pigment
sales prices and volumes, which continued to be impacted by market
conditions in North America, partially offset by the euro exchange
rate.

Tronox reported a loss from continuing operations for the 2007
third quarter of $18.7 million, compared with a loss from
continuing operations in the 2006 third quarter of $700,000.
Compared to the prior year, the third quarter of 2007 was
negatively impacted by a $9.6 million restructuring charge, lower
sales prices, increased costs and a $7.0 million tax valuation
allowance related to the company's European restructuring.  The
$9.6 million restructuring charge was primarily related to
severance and special termination benefits resulting from the work
force reduction announced in August.
         
"Although this has been a challenging year for the TiO2 industry,
with downward pricing pressure and increasing energy, input and
transportation costs, we continue to improve in the areas we can
control," said Tom Adams, Tronox chairman and chief executive
officer.  "Third-quarter costs were down versus the second quarter
in spite of higher input costs, and cash flows from operating
activities remained positive.  This is a result of our
continued success with Project Cornerstone.
    
"As we continue our efforts to improve the bottom line, we also
are working to address the top line by increasing prices.  
Improved pricing is critical, as our industry cannot continue to
absorb higher input costs," said Adams.  "As such, Tronox
announced TiO2 price increases for all regions during the past two
quarters, and, in the fourth quarter, we are beginning to see
traction on previously announced increases."

At Sept. 30, 2007, the company had $1.748 billion in consolidated
assets and $462.0 million in total shareholders' equity.  

                      Debt and Cash Balances
    
During the third quarter of 2007, Tronox continued to reduce its
working capital and generated cash flows from operating activities
of $82.3 million, including proceeds of $62 million that resulted
from its three-year receivables securitization program.  
Approximately 50% of the net proceeds were used to reduce the term
loan by $30 million at the end of September, and in October,
Tronox used an additional $20 million from the securitization
proceeds to further reduce its term loan.  The remaining proceeds
will be used for general and corporate purposes and potential debt
reductions in the future.

Tronox reduced its total debt by $32.2 million during the third
quarter, primarily as a result of entering into the securitization
program.  At Sept. 30, 2007, the company had cash and cash
equivalents of $64.9 million and no borrowings outstanding under
its $250 million revolving credit facility resulting in net debt
outstanding of $440.4 million.

                           About Tronox

Headquartered in Oklahoma City, Tronox Inc. (NYSE: TRX) --
http://www.tronox.com/-- is the world's third-largest
producer and marketer of titanium dioxide pigment, with an annual
production capacity of 642,000 tonnes.  Titanium dioxide pigment
is an inorganic white pigment used in paint, coatings, plastics,
paper and many other everyday products.  The company's five
pigment plants, which are located in the United States, Australia,
Germany and the Netherlands, supply high-performance products to
approximately 1,100 customers in 100 countries.  In addition,
Tronox produces electrolytic products, including sodium chlorate,
electrolytic manganese dioxide, boron trichloride, elemental boron
and lithium manganese oxide.

                          *     *     *
    
As reported in the Troubled Company Reporter on Sept. 20, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
and other ratings on Tronox Inc. by one notch.  The corporate
credit rating was lowered to 'B+' from 'BB-'.  At the same time,
S&P removed its ratings from CreditWatch with negative
implications where they were placed on July 12, 2007.  The outlook
is negative.


UBS MORTGAGE: Fitch Holds BB Rating on Class M-8 Certificates
-------------------------------------------------------------
Fitch Ratings affirmed UBS Mortgage Asset Securitization
Transactions Inc. Adjustable Rate Mortgages mortgage pass-through
certificates as:

Series 2006-OA2

   -- Class A at 'AAA';
   -- Class M-1 at 'AA+';
   -- Class M-2 at 'AA';
   -- Class M-3 at 'AA-';
   -- Class M-4 at 'A';
   -- Class M-5 at 'BBB+';
   -- Class M-6 at 'BBB';
   -- Class M-7 at 'BBB-';
   -- Class M-8 at 'BB'.

The affirmations, affecting about $1.78 billion of the outstanding
certificates, reflect a stable relationship between credit
enhancement and expected loss.  All classes have experienced
growth in credit enhancement compared to the original CE, and the
pool has suffered no losses to date.  While delinquencies have
been higher than initially expected (60+ DQ = 3.65%), prepayments
have been slower than initially expected, resulting in a large
amount of excess spread to cover losses.

The collateral of the above transaction consists of 100% option
ARM mortgage loans extended to Alt-A borrowers and secured by
first liens on one- to four-family residential properties.  The
loans were acquired by UBS from Countrywide Home Loans (47.5%),
IndyMac Bank (37.5%), and various other originators, and are
master serviced by Wells Fargo Bank N.A., which is rated 'RMS1' by
Fitch.

As of the September 2007 distribution date, the pool factor
(current mortgage loan principal outstanding as a percentage of
the initial pool) is 89% and the transaction is seasoned 10
months.


UNITED COMMERCIAL: Moody's Rates Class M Certificates at Ba3
------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the Class A
certificates issued by United Commercial Mortgage Securities Trust
2007-1, and a rating of Ba3 to the Class M certificates in the
deal.

The securitization is backed by fixed-rate (85%) and adjustable-
rate (15%) small balance commercial mortgage loans acquired by
United Commercial Bank.  The rating on the Class A certificates is
based primarily on a financial guarantee insurance policy provided
by Assured Guaranty Corp., whose insurance financial strength is
rated Aaa.  The Class A certificates also receive protection
against losses from subordination, overcollateralization, and
excess spread. Assured's risk in insuring the notes is investment
grade at closing given the level of credit support afforded by
subordination, overcollateralization, and excess spread.  The
ratings for Class M are based primarily on the credit quality of
the loans, and on the protection from overcollateralization and
excess spread.

Wells Fargo Bank N.A. is the servicer and United Commercial Bank
is the subservicer in this transaction.

The complete rating actions are:

United Commercial Mortgage Securities LLC:

Mortgage Pass-Through Certificates, Series 2007-1

   -- Class A, rated Aaa
   -- Class M, rated Ba3


WELLMAN INC: Considers Strategic Actions Before Debt Refinancing
----------------------------------------------------------------
Wellman Inc. will be exploring strategic alternatives for the
company.  "Our board has decided to explore strategic alternatives
for Wellman before we begin the task of refinancing our debt in
2008," Tom Duff, Wellman's chairman and chief executive officer,
stated.  

"We have engaged Lazard Freres & Co. LLC, an investment bank with
extensive experience in chemical M&A transactions, and hope to
expeditiously conclude this process.  We are further streamlining
our operations and expect to reduce our 2008 costs by $20-$25
million compared to 2007 levels."

Wellman also reported a net loss from continuing operations
attributable to common stockholders of $26.3 million for the third
quarter ended Sept. 30, 2007.  This compares to a net loss from
continuing operations attributable to common stockholders of $37.9
million for the same period in 2006.

For the first nine months of 2007, Wellman reported a net loss
from continuing operations attributable to common stockholders of
$66.1 million compared to a net loss from continuing operations
attributable to common stockholders of
$68.7 million for the same period in 2006.

"Our financial results in the third quarter were negatively
impacted by increased competitive pressures as new PET resin
capacities were fully introduced into the NAFTA market," stated
Mr. Duff.

"Despite disappointing third quarter results, we were able to
reduce our outstanding debt by $21.2 million, primarily as a
result of the sale of our European recycled-based fiber business,"
Keith Phillips, Wellman's chief financial officer, added.

                        About Wellman Inc.

Headqurtered in Fort Mill, Carolina, Wellman Inc. (NYSE: WLM) --
http://www.wellmaninc.com/--  manufactures and markets PermaClear  
polyethylene terephthalate packaging resin and Fortrel polyester
staple fiber.  Wellman manufactures these products at two major
production facilities in the United States.  Its recycled-based
segment is engaged in the manufacturing and marketing of recycled-
based polyester staple fiber in Europe and Wellamid, and Wellamid
Ecolon recycled-based nylon engineering resin in the United States
for use in the injection molding industry.

At June 30, 2007, the company had accounts receivable of
$186 million, inventories of $146 million, and net debt of
$600 million.

                         *     *     *

Moody's Investors Service placed Wellman Inc.'s long term  
corporate family rating and probability of default ratings at
'Caa2' in Oct. 31, 2007.


WILLIAMS SCOTSMAN: Completes Merger with Ristretto Group
--------------------------------------------------------
Williams Scotsman International Inc. disclosed the consummation of
the merger of Ristretto Acquisition Corp., a wholly owned
subsidiary of Ristretto Group S.a.r.l. (the parent company of
Algeco), with and into Williams Scotsman, with Williams Scotsman  
being the surviving corporation.  The merger was completed
pursuant to the Agreement and Plan of Merger, dated as of July 18,
2007, by and among Ristretto Group, Ristretto Acquisition,
Ristretto Holdings SCA and Williams Scotsman.  As a result of the
merger, the former stockholders of Williams Scotsman, are entitled
to receive $28.25 per share of Williams Scotsman common stock in
cash without interest.

It is expected that Gerry Holthaus, currently Chairman and Chief
Executive Officer of Williams Scotsman, will remain Chief
Executive Officer of Williams Scotsman and also become the
Chairman and Chief Executive Officer of Ristretto, Algeco's parent
company, upon completion of the acquisition, responsible for all
operations of the combined company.  Bruno Roqueplo will remain
Chief Executive Officer of Algeco, reporting to Gerry Holthaus.

On Oct. 29, 2007, Williams Scotsman's stockholders voted to adopt
the Agreement and Plan of Merger by and among Ristretto Group,
Ristretto Acquisition, Ristretto Holdings and Williams Scotsman
International, Inc.

Williams Scotsman also disclosed that its wholly-owned subsidiary,
Williams Scotsman, Inc., has completed a redemption of all of its
outstanding 8-1/2% Senior Notes Due 2015 (CUSIP Number
US96949VAK98).  In accordance with the terms of the indenture
governing the notes, the outstanding aggregate principal amount of
$450 million was redeemed for a total of $518 million in cash,
which includes an early redemption premium and accrued interest.

                          About Algeco

Algeco is the clear leader of the European space rental
industry.  The business operates the largest fleet of rental
accommodation and storage facilities in the world with a total
of approximately 175,000 units including portable restrooms.  
Accommodation, storage, and welfare units are available to meet
a comprehensive range of requirements and can be tailored to
suit customer needs.  The group serves customers in;
Construction & Infrastructure, Industry, Services and
Administration.  Algeco operates in 13 countries; France, UK,
Spain, Germany, Portugal, Italy, Belgium, Poland, Czech,
Romania, Finland, Slovakia and Luxembourg.

                     About Williams Scotsman

Headquartered in Baltimore, Maryland, Williams Scotsman
International, Inc. (NASDAQ:WLSC) the parent company of Williams
Scotsman, Inc., provides mobile and modular space solutions for
the construction, education, commercial, healthcare and government
markets.  The company serves over 25,000 customers,operating a
fleet of over 100,000 modular space and storage units that are
leased through a network of 86 locations throughout North America.  
Williams Scotsman provides delivery, installation, and other
services, and sells new and used mobile office products.  Williams
Scotsman also manages large modular building projects from concept
to completion. Williams Scotsman has operations in the United
States, Canada, Mexico, and Spain.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 2, 2007,
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.

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.

This concludes the Troubled Company Reporter's coverage of
Williams Scotsman until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


WINDY CITY: Moody's Lowers Bank Facilities' Rating to Ba3
---------------------------------------------------------
Moody's Investors Service downgraded the long-term debt ratings on
the senior secured bank facilities of Windy City Acquisition Corp.
to Ba3 from Ba2.  

Windy (corporate family rating of B1) is a Delaware corporation
established by a consortium of buyers led by Madison Dearborn
Partners LLC for the leveraged buyout of Nuveen Investments Inc.  
Windy will merge with Nuveen at the close of the transaction, with
Nuveen being the surviving entity. Nuveen becomes the borrower
under these facilities immediately upon closing of the
transaction.

Moody's stated that the rating action is a result of a
$100 million increase (to $2.315 billion) in Windy's senior
secured term loan and a $100 million reduction (to
$785 million) in Windy's new senior unsecured notes.  The senior
notes continue to be rated B3. Moody's also continues to expect
that Nuveen's CFR will be B1 and that Nuveen's
$550 million of existing notes, which remain rated Baa1, on review
for downgrade, will be rated B3 upon the conclusion of the
acquisition.

According to Moody's, the reduction in the amount of notes is the
driver of the rating change.  Moody's VP/senior credit officer
Matthew Noll commented, "The two notch rating lift above the CFR
that the bank facilities had received prior to today's rating
action depended on the prior amount of subordinated cushion being
provided by the new notes and the existing debt.  The small
reduction in the cushion led to the downgrade of senior bank
facilities, resulting in only 1 notch of rating lift.  The benefit
to Nuveen is that this change reduces the company's debt service
cost by utilizing more of the floating rating bank facilities and
less of the higher fixed rate notes.  The total debt issuance
remains the same and we expect the deal to close as scheduled in
mid November."

According to the rating agency, Nuveen benefits from its leading
positions in closed-end funds and separately-managed accounts, its
improving diversification in terms of product and customer types,
and an expectation that it will return to higher profit margins as
it decreases leverage over time. Furthermore, Nuveen's plans for
the build-up of a larger institutional client base and a greater
international presence could be modestly accelerated under the
ownership of MDP.

Moody's added that Nuveen would see further downward rating
pressure if total debt / EBITDA or EBITDA / interest expense rises
above 8x and below 1.1x, respectively; its market share of closed
end funds and retail separately managed accounts is reduced to
less than half of its current levels; or if it experienced several
consecutive quarters of material net outflows.  Conversely,
reducing total debt / EBITDA to less than 5x, increasing total AUM
to above 3% of the total US open-end mutual funds, along with
increasing institutional AUM to 30% of its total AUM could lead to
upward rating pressure.

These ratings have been downgraded:

Windy City Acquisition Corp.:

   -- $250 million, 6-year, senior secured revolving credit
      facility to Ba3 from Ba2;

   -- $2.315 billion, 7-year, senior secured term loan to Ba3
      from Ba2.

Nuveen Investments Inc., headquartered in Chicago, is a US
domiciled holding company whose subsidiaries provide investment
management products and services to retail and institutional
investors predominantly in the US.  The company's assets under
management were $170 billion as of Sept. 30, 2007.

Moody's CFR is an opinion regarding a corporate family's ability
to honor all of its financial obligations and is assigned to a
corporate family as if it had a single class of debt and a single
consolidated legal entity structure.


WYNN LAS VEGAS: Moody's Rates $400 Million 6.58% Notes at Ba2
-------------------------------------------------------------
Moody's Investors Service assigned a Ba2 (LGD-3, 38%) to Wynn Las
Vegas LLC's and Wynn Las Vegas Capital Corp.'s $400 million 6.58%
first mortgage notes due 2014.  These notes will be issued under
the same indenture that govern Wynn Las Vegas' existing
$1.3 billion 6.58% first mortgage notes and will have equal terms,
security and ranking.  Proceeds from the new notes will be used
primarily to fund costs associated with the company's Encore
development.

The Ba2 rating on the existing $1.3 billion first mortgage notes
were affirmed although the LGD assessment change slightly to LGD-
3, 38% from LGD-3, 33%.  Wynn Resorts Limited's Ba3 corporate
family rating, Ba3 probability of default rating, B2 (LGD-6, 91%)
$1 billion senior unsecured delay draw term loan due 2010, and
stable rating outlook were affirmed.

The ratings acknowledge the excellent results in the Las Vegas and
Macau gaming markets, improved consolidated financial and
liquidity profile following the latest of several equity
offerings, good risk reward profile of planned development
projects, and continued favorable reputation as a high-end resort
developer and innovator.  

Key credit concerns include the company's concentration in only
two gaming markets, large share repurchase authorization, and
expectation that Wynn Las Vegas will remain free cash flow
negative until Encore is completed.  The stable rating outlook
considers that while significant new supply will enter both the
Las Vegas and Macau gaming markets over the next several years,
both markets will successfully absorb the new supply while
continuing to show growth.

Moody's previous rating actions related to Wynn HoldCo and Wynn
Las Vegas occurred on Oct. 22, 2007 with the assignment of a Ba3
corporate family rating, Ba3 probability of default rating, and
stable rating outlook to Wynn HoldCo.  At that time, Wynn HoldCo's
$1 billion senior unsecured delay draw term loan due 2010 was
assigned a B2 (LGD-6, 91%) rating, and Wynn Las Vegas, LLC's $1.3
billion first mortgage notes due 2014 were upgraded to Ba2 (LGD-3,
33%) from B1 (LGD-4, 50%).  Moody's also withdrew Wynn Las Vegas's
B1 corporate family rating and B1 probability of default rating.

Wynn Resorts Limited owns and operates two casino hotel resort
properties, Wynn Las Vegas, which opened in April 2005 and Wynn
Macau, which opened in September 2006.  In addition, the company
is constructing "Encore at Wynn Las Vegas" and continues
development of the second phase of Wynn Macau, as well as the
Diamond Suites hotel tower at Wynn Macau.


WYNN RESORTS: Debt Burden Cues S&P's "BB" Corp. Credit Rating
-------------------------------------------------------------
On Nov. 1, 2007, Standard & Poor's Ratings Services assigned its
issue-level and recovery ratings to the proposed $400 million
first mortgage notes to be co-issued by Wynn Las Vegas LLC and
Wynn Las Vegas Capital Corp.  The loan was rated 'BBB-' (two
notches higher than the 'BB' corporate credit rating on parent
company Wynn Resorts Ltd.) with a recovery rating of '1',
indicating the expectation for very high (90%-100%) recovery in
the event of a payment default.  Proceeds from the proposed
$400 million notes will be used to fund WLV's future capital
expenditures, including Encore at Wynn Las Vegas, scheduled to
open in early 2009.
     
Also, Standard & Poor's affirmed its 'BBB-' issue-level rating on
the entities' existing $1.3 billion first mortgage notes; the '1'
recovery rating on this debt remains unchanged.
     
WLV is a subsidiary of Wynn Resorts Ltd., operating the Wynn Las
Vegas hotel and casino.  WLV and WLVC are co-issuers of both the
proposed $400 million first mortgage notes and the existing
$1.3 billion first mortgage notes, which were sold in December
2004.  The notes are guaranteed by substantially all of WLV's
restricted subsidiaries and all existing and future affiliates.  
WLV also has $1.125 billion of senior secured credit facilities,
which S&P do not rate, consisting of a $900 million revolving
credit facility due August 2011 and a $225 million term loan due
August 2013.  The notes and credit facilities share a collateral
package that consists of a first-priority stock pledge and
mortgages or deeds of trust on all real property constituting the
Wynn Las Vegas, which includes a golf course on 142 acres, and the
planned $2.2 billion Encore at Wynn Las Vegas property.
     
The 'BB' corporate credit rating reflects Wynn's significant debt
burden and relatively aggressive intermediate and long-term
capital spending strategy, as well as its small portfolio of just
two properties located in highly competitive markets.  Still, the
company's assets are among the highest quality in the gaming
sector, operating results have been solid in both Las Vegas and
Macau, and S&P expect market conditions in each location to remain
robust.


Ratings List

Wynn Resorts Ltd.
Corporate Credit Rating    BB/Stable/--

Ratings Assigned
$400M First Mtg Nts        BBB-
   Recovery Rating          1


* BOND PRICING: For the Week of Oct. 29 - Nov. 2, 2007
------------------------------------------------------

Issuer                              Coupon   Maturity  Price
------                              ------   --------  -----
ABC Rail Product                     10.500%  12/31/04      0
Acme Metals Inc                      12.500%  08/01/02      0
Alesco Financial                      7.625%  05/15/27     72
Allegiance Tel                       11.750%  02/15/08     52
Amer & Forgn Pwr                      5.000%  03/01/30     65
Amer Color Graph                     10.000%  06/15/10     71
Antigenics                            5.250%  02/01/25     69
Archibald Candy                      10.000%  11/01/07      0
Ashton Woods USA                      9.500%  10/01/15     75
Atherogenics Inc                      1.500%  02/01/12     30
Atherogenics Inc                      4.500%  03/01/11     38
Bank New England                      8.750%  04/01/99      8
Bank New England                      9.875%  09/15/99      8
BankUnited Cap                        3.125%  03/01/34     73
BBN Corp                              6.000%  04/01/12      0
Beazer Homes USA                      4.625%  06/15/24     74
Beyond.com                            7.250%  12/01/03      0
Big City Radio                       11.250%  03/15/05      0
Buffets Inc                          12.500%  11/01/14     69
Burlington North                      3.200%  01/01/45     55
Calpine Gener Co                     11.500%  04/01/11     37
Clark Material                       10.750%  11/15/06      0
Collins & Aikman                     10.750%  12/31/11      2
Color Tile Inc                       10.750%  12/15/01      0
Complete Mgmt                         8.000%  12/15/03      0
CompuCredit                           5.875%  11/30/35     67
Curagen Corp                          4.000%  02/15/11     67
Decode Genetics                       3.500%  04/15/11     69
Decode Genetics                       3.500%  04/15/11     68
Dura Operating                        8.625%  04/15/12     46
Dura Operating                        9.000%  05/01/09      2
E.Spire Comm Inc                     10.625%  07/01/08      0
Eagle Food Centr                     11.000%  04/15/05      0
Empire Gas Corp                       9.000%  12/31/07      0
Encysive Pharma                       2.500%  03/15/12     67
Epix Medical Inc                      3.000%  06/15/24     72
Exodus Comm Inc                      11.625%  07/15/10      0
Fedders North Am                      9.875%  03/01/14     14
Finova Group                          7.500%  11/15/09     19
Ford Motor Co                         6.375%  02/01/29     72
Ford Motor Co                         6.625%  02/15/28     73
Ford Motor Co                         6.625%  10/01/28     73
Ford Motor Co                         7.125%  11/15/25     74
Ford Motor Co                         7.400%  11/01/46     74
Ford Motor Co                         7.700%  05/15/97     73
Ford Motor Co                         7.750%  06/15/43     75
Gulf States STL                      13.500%  04/15/03      0
Harrahs Oper Co                       5.750%  10/01/17     75
Hines Nurseries                      10.250%  10/01/11     74
HNG Internorth                        9.625%  03/15/06     28
Ion Media                            11.000%  07/31/13     72
Iridium LLC/CAP                      10.875%  07/15/05      3
Iridium LLC/CAP                      11.250%  07/15/05      3
Iridium LLC/CAP                      13.000%  07/15/05      3
Iridium LLC/CAP                      14.000%  07/15/05      3
K Hovnanian Entr                      7.750%  05/15/13     72
K Hovnanian Entr                      8.875%  01/01/12     74
KMart Funding                         8.800%  07/01/10     10
KMart Funding                         9.440%  07/01/18      3
Kaiser Aluminum                       9.875%  02/15/02      0
Kaiser Aluminum                      12.750%  02/01/03      8
Kellstrom Inds                        5.750%  10/15/02      0
Kimball Hill Inc                     10.500%  12/15/12     64
Kmart Corp                            9.780%  01/05/20      0
Lehman Bros Holding                  11.000%  10/25/17     75
Liberty Media                         3.750%  02/15/30     59
Liberty Media                         4.000%  11/15/29     65
Lifecare Holding                      9.250%  08/15/13     72
LTV Corp                              8.200%  09/15/07      0
McSaver Financl                       7.400%  02/15/02      5
McSaver Financl                       7.600%  08/01/07      5
McSaver Financl                       7.875%  08/01/03      5
MediaNews Group                       6.375%  04/01/14     73
MHS Holdings Co                      16.875%  09/22/04      0
Mosler Inc                           11.000%  04/15/03      0
Movie Gallery                        11.000%  05/01/12     27
Muzak LLC                             9.875%  03/15/09     53
National Steel Corp                   8.375%  08/01/06      0
Neff Corp                            10.000%  06/01/15     69
New Orl Grt N RR                      5.000%  07/01/32     64
Northern Pacific RY                   3.000%  01/01/47     53
Northern Pacific RY                   3.000%  01/01/47     53
Northpoint Comm                      12.875%  02/15/10      0
Northwest Steel & Wire                9.500%  06/15/01      0
NTK Holdings Inc                     10.750%  03/01/14     66
Nutritional Src                      10.125%  08/01/09      5
Oakwood Homes                         7.875%  03/01/04     13
Oakwood Homes                         8.125%  03/01/09      3
Oscient Pharma                        3.500%  04/15/11     58
Oscient Pharma                        3.500%  04/15/11     63
Outboard Marine                       9.125%  04/15/17      8
Pac-West Telecom                     13.500%  02/01/09      2
Pac-West Telecom                     13.500%  02/01/09      4
PCA LLC/PCA FIN                      11.875%  08/01/09      6
Pegasus Satellite                    13.500%  03/01/07      0
Piedmont Aviat                       10.250%  01/15/49      0
Pixelworks Inc                        1.750%  05/15/24     74
Polaroid Corp                        11.500%  02/15/06      0
Pope & Talbot                         8.375%  06/01/13     37
Pope & Talbot                         8.375%  06/01/13     37
Primus Telecom                        3.750%  09/15/10     68
Primus Telecom                        8.000%  01/15/14     67
Propex Fabrics                       10.000%  12/01/12     74
Radnor Holdings                      11.000%  03/15/10      0
Rait Financial                        6.875%  04/15/27     70
Read-Rite Corp                        6.500%  09/01/04      0
Realogy Corp                         12.375%  04/15/15     74
RJ Tower Corp.                       12.000%  06/01/13      4
Rotech HealthCare                     9.500%  04/01/12     64
Saint Acquisition                    12.500%  05/15/17     62
ServiceMaster Co                      7.100%  03/01/18     73
ServiceMaster Co                      7.250%  03/01/38     70
ServiceMaster Co                      7.450%  08/15/27     69
SLM Corp                              5.000%  06/15/28     74
SLM Corp                              5.050%  03/15/23     73
SLM Corp                              5.150%  12/15/28     74
SLM Corp                              5.250%  03/15/28     73
SLM Corp                              5.250%  12/15/28     71
SLM Corp                              5.350%  06/15/28     73
SLM Corp                              5.500%  06/15/29     72
SLM Corp                              5.500%  06/15/29     74
SLM Corp                              5.500%  06/15/29     71
SLM Corp                              5.500%  03/15/30     71
SLM Corp                              5.500%  03/15/30     70
SLM Corp                              5.500%  12/15/30     71
SLM Corp                              5.550%  06/15/25     71
SLM Corp                              5.600%  03/15/29     74
SLM Corp                              5.600%  06/15/29     75
SLM Corp                              5.650%  03/15/29     73
SLM Corp                              5.650%  12/15/29     72
SLM Corp                              5.650%  12/15/29     74
SLM Corp                              5.650%  09/15/30     74
SLM Corp                              5.700%  03/15/29     75
SLM Corp                              5.700%  03/15/29     74
SLM Corp                              5.700%  03/15/29     74
SLM Corp                              5.700%  12/15/29     73
SLM Corp                              5.700%  03/15/30     70
SLM Corp                              5.750%  03/15/29     74
SLM Corp                              5.750%  03/15/29     74
SLM Corp                              5.750%  06/15/29     73
SLM Corp                              5.750%  09/15/29     74
SLM Corp                              5.750%  12/15/29     73
SLM Corp                              5.750%  03/15/30     73
SLM Corp                              5.750%  03/15/30     73
SLM Corp                              5.800%  12/15/29     71
SLM Corp                              5.850%  12/15/31     73
SLM Corp                              5.900%  09/15/29     74
SLM Corp                              6.000%  12/15/26     75
SLM Corp                              6.000%  12/15/31     71
Spacehab Inc                          5.500%  10/15/10     56
Spansion Llc                          2.250%  06/15/16     71
Special Devices                      11.375%  12/15/08     66
Spectrum Brands                       7.375%  02/01/15     72
Standard Pac corp                     6.000%  10/01/12     73
Standard Pac Corp                     6.250%  04/01/14     71
Standard Pacific                      6.500%  08/15/10     74
Standard Pac Corp                     6.875%  05/15/11     74
Standard Pac corp                     7.000%  08/15/15     71
Standard Pacific                      7.750%  03/15/13     75
Standard Pacific                      9.250%  04/15/12     56
Stanley-Martin                        9.750%  08/15/15     69
Tekni-Plex Inc                       12.750%  06/15/10     69
Tenet Healthcare                      6.875%  11/15/31     74
Times Mirror Co                       6.610%  09/15/27     61
Times Mirror Co                       7.250%  11/15/96     59
Times Mirror-New                      7.500%  07/01/23     68
Tom's Foods Inc                      10.500%  11/01/04      1
Tousa Inc                             7.500%  03/15/11     17
Tousa Inc                             7.500%  01/15/15     15
Tousa Inc                             9.000%  07/01/10     62
Tousa Inc                             9.000%  07/01/10     64
Tousa Inc                            10.375%  07/01/12     17
Trans Mfg Oper                       11.250%  05/01/09     50
TransTexas Gas                       15.000%  03/15/05      0
Tribune Co                            5.250%  08/15/15     69
True Temper                           8.375%  09/15/11     67
TXU Corp                              6.500%  11/15/24     74
TXU Corp                              6.550%  11/15/34     73
United Air Lines                      9.200%  03/22/08     49
United Air Lines                      9.350%  04/07/16     31
United Air Lines                      9.560%  10/19/18     54
United Air Lines                     10.020%  03/22/14     50
United Air Lines                     10.850%  02/19/15     30
Universal Stand                       8.250%  02/01/06      0
US Air Inc.                          10.700%  01/01/49      0
US Air Inc.                          10.800%  01/01/49      0
Venture Holdings                     12.000%  06/01/09      0
Vertis Inc                           13.500%  12/07/09     70
Vesta Insur Grp                       8.750%  07/15/25      2
Vicorp Restaurant                    10.500%  04/15/11     60
Wachovia Corp                         9.250%  04/10/08     60
Wachovia Corp                        12.500%  03/05/08     74
Wachovia Corp                        15.500%  12/05/07     68
WCI Communities                       6.625%  03/15/15     67
WCI Communities                       7.875%  10/01/13     70
Weirton Steel                        10.750%  06/01/05      0
Werner Holdings                      10.000%  11/15/07      0
William Lyon                          7.500%  02/15/14     61
William Lyon                          7.625%  12/15/12     63
William Lyon                         10.750%  04/01/13     66
Wimar Opco/Fin                        9.625%  12/15/14     74
Winstar Comm Inc                     10.000%  03/15/08      0
Winstar Comm Inc                     12.750%  04/15/10      0
Winstar Comm                         14.000%  10/15/05      0
Wornick Co                           10.875%  07/15/11     69
Ziff Davis Media                     12.000%  08/12/09     56

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, Sheena R. Jusay, and
Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***